SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HOVNANIAN ARA K

(Last)

(First)

(Middle)

10 HIGHWAY 35

(Street)

RED BANK

07701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HOVNANIAN ENTERPRISES INC [ HOV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/28/2005		A		56,879	A	⁽¹⁾	56,879⁽²⁾	I	Held by the Family Limited Partnership⁽³⁾
Class A Common Stock	07/28/2005		A		71,099	A	⁽¹⁾	71,099⁽²⁾	I	Held by the Family Limited Partnership⁽⁴⁾
Class A Common Stock	07/28/2005		A		85,319	A	⁽¹⁾	85,319⁽²⁾	I	Held by the Family Limited Partnership⁽⁵⁾
Class A Common Stock	07/28/2005		A		39,100	A	⁽¹⁾	39,100⁽²⁾	I	Held by the Family Limited Partnership⁽⁶⁾
Class A Common Stock	07/28/2005		D		269,893	D	⁽¹⁾	1,235,107⁽²⁾	I	Held as trustee of the KSH 2004 GRAT in which Reporting Person has a potential remainder interest
Class A Common Stock								1,630,420	D
Class A Common Stock								236,346	I	Held by the Ara K. Hovnanian 2004 GRAT⁽⁷⁾
Class A Common Stock								33,060	I	Held by estate of son Alton
Class A Common Stock								13,974	I	Held by son Alexander
Class A Common Stock								6,700	I	Held by daughter Serena
Class A Common Stock								16,700	I	Held by wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁸⁾	12/21/2004		G	V		1,100	⁽⁸⁾	⁽⁹⁾	Class A Common Stock	1,100	⁽¹⁰⁾	1,684,918⁽¹¹⁾	D
Class B Common Stock	⁽⁸⁾	12/21/2004		G	V	550		⁽⁸⁾	⁽⁹⁾	Class A Common Stock	550	⁽¹⁰⁾	54,524	I	Held by son Alexander
Class B Common Stock	⁽⁸⁾	12/21/2004		G	V	550		⁽⁸⁾	⁽⁹⁾	Class A Common Stock	550	⁽¹⁰⁾	39,850	I	Held by daughter Serena
Class B Common Stock	⁽⁸⁾	03/26/2005		G	V	2,502.13		⁽⁸⁾	⁽⁹⁾	Class A Common Stock	2,502.13	⁽¹⁰⁾	1,076,710.71	I	Held by the Limited Partnership⁽¹²⁾
Class B Common Stock	⁽⁸⁾	03/26/2005		G	V	2,502.13		⁽⁸⁾	⁽⁹⁾	Class A Common Stock	2,502.13	⁽¹⁰⁾	390,145.73⁽²⁾	I	Held by the Limited Partnership⁽³⁾
Class B Common Stock	⁽⁸⁾	03/26/2005		G	V	3,127.67		⁽⁸⁾	⁽⁹⁾	Class A Common Stock	3,127.67	⁽¹⁰⁾	487,681.67⁽²⁾	I	Held by the Limited Partnership⁽⁴⁾
Class B Common Stock	⁽⁸⁾	03/26/2005		G	V	3,753.2		⁽⁸⁾	⁽⁹⁾	Class A Common Stock	3,753.2	⁽¹⁰⁾	585,217.62⁽²⁾	I	Held by the Limited Partnership⁽⁵⁾
Class B Common Stock	⁽⁸⁾	03/26/2005		G	V	2,502.13		⁽⁸⁾	⁽⁹⁾	Class A Common Stock	2,502.13	⁽¹⁰⁾	268,195.93⁽²⁾	I	Held by the Limited Partnership⁽⁶⁾
Class B Common Stock	⁽⁸⁾	07/28/2005		D			56,879	⁽⁸⁾	⁽⁹⁾	Class A Common Stock	56,879	⁽¹⁾	333,266.73⁽²⁾	I	Held by the Limited Partnership⁽³⁾
Class B Common Stock	⁽⁸⁾	07/28/2005		D			71,099	⁽⁸⁾	⁽⁹⁾	Class A Common Stock	71,099	⁽¹⁾	416,582.67⁽²⁾	I	Held by the Limited Partnership⁽⁴⁾
Class B Common Stock	⁽⁸⁾	07/28/2005		D			85,319	⁽⁸⁾	⁽⁹⁾	Class A Common Stock	85,319	⁽¹⁾	499,898.62⁽²⁾	I	Held by the Limited Partnership⁽⁵⁾
Class B Common Stock	⁽⁸⁾	07/28/2005		D			39,100	⁽⁸⁾	⁽⁹⁾	Class A Common Stock	39,100	⁽¹⁾	229,095.93⁽²⁾	I	Held by the Limited Partnership⁽⁶⁾
Class B Common Stock	⁽⁸⁾	07/28/2005		A		269,893		⁽⁸⁾	⁽⁹⁾	Class A Common Stock	269,893	⁽¹⁾	269,893⁽²⁾	I	Held as trustee of the KSH 2004 GRAT in which Reporting Person has a potential remainder interest
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁹⁾	Class A Common Stock	20,300		20,300	I	Held by wife
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁹⁾	Class A Common Stock	70,960		70,960	I	Held by estate of son Alton
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁹⁾	Class A Common Stock	128,132		128,132	I	Held by the Family Limited Partnership⁽¹³⁾
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁹⁾	Class A Common Stock	4,000		4,000	I	Held by the Reporting Person as trustee⁽¹⁴⁾
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁹⁾	Class A Common Stock	4,000		4,000	I	Held by the Reporting Person as trustee⁽¹⁵⁾
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁹⁾	Class A Common Stock	250,000		250,000	I	Held by the Ara K. Hovnanian 2004 GRAT⁽⁷⁾

Explanation of Responses:

1. On July 28, 2005, in transactions approved by the Board of Directors of the Issuer in accordance with Rule 16b-3 under the Securities Exchange Act of 1934, as amended, the Issuer (i) exchanged an aggregate of 269,893 shares of Class B Common Stock held by certain members of the Hovnanian family and four family long-term trusts of which the Reporting Person is a trustee for an equal number of shares of Class A Common Stock and (ii) immediately thereafter exchanged the 269,893 shares of Class B Common Stock received from those family members and trusts for an equal number of shares of Class A Common Stock held by The Kevork S. Hovnanian 2004 Grantor Retained Annuity Trust, of which the Reporting Person is also the trustee. The aggregate Hovnanian family holdings of shares, both of Class A Common Stock and Class B Common Stock, remain unchanged by such exchanges.

2. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his potential pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose

3. Held by The Sossie K. Najarian Family 1994 Long-Term Trust, of which the reporting person is trustee and has a potential remainder interest, including shares held through a partnership interest in the Limited Partnership

4. Held by The Esther K. Barry Family 1994 Long-Term Trust, of which the reporting person is trustee and has a potential remainder interest, including shares held through a partnership interest in the Limited Partnership

5. Held by The Lucy K. Kalian Family 1994 Long-Term Trust, of which the reporting person is trustee and has a potential remainder interest, including shares held through a partnership interest in the Limited Partnership

6. Held by The Nadia K. Rodriquez Family 1994 Long-Term Trust, of which the reporting person is trustee and has a potential remainder interest, including shares held through a partnership interest in the Limited Partnership

7. Held by the Ara K. Hovnanian 2004 GRAT of which the reporting person is trustee and the principal beneficiary

8. The Class B Common Stock, par value $.01 per share, non-cumulative, is immediately convertible into an equal number of shares of Class A Common Stock, par value $.01 per share, non-cumulative

9. No expiration date.

10. N/A

11. Includes 21,868 shares previously reported as indirectly held by the Limited Partnership

12. Held by The Ara K. Hovnanian Family 1994 Long-Term Trust, of which the reporting person is trustee, including shares held through a partnership interest in the Limited Partnership

13. Held by the Kevork S. Hovnanian Family Limited Partnership (the "Limited Partnership") (also see footnote 11)

14. Held by reporting person as trustee of the Alton Hovnanian Trust

15. Held by reporting person as trustee of the Alexander Hovnanian Trust

Remarks:

	Nancy A. Marrazzo	08/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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