S-3

As filed with the Securities and Exchange Commission on April 23, 2002

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

PULTE HOMES, INC.*

(Exact name of Registrant as specified in its charter)

Michigan	38-2766606
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

33 Bloomfield Hills Parkway, Suite 200

Bloomfield Hills, Michigan 48304

(248) 647-2750

(Address, including zip code, and telephone number, including area code, of Registrant’s and Additional Registrants’ principal executive offices)

John R. Stoller, Esq.

Senior Vice President, General Counsel and Secretary, Pulte Homes, Inc.

33 Bloomfield Hills Parkway

Bloomfield Hills, Michigan 48304

(248) 647-2750

(Name and address, including zip code, and telephone number, including area code, of agent for service for Registrant and Additional Registrants)

Copy to:

David Foltyn, Esq.

Honigman Miller Schwartz and Cohn

2290 First National Building

Detroit, Michigan 48226

(313) 465-7380

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

    If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x

    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o             

    If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o             

    If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: o             

CALCULATION OF REGISTRATION FEE

	Proposed Maximum Aggregate
Title of each class of securities to be registered	Offering Price(1),(2)		Amount of Registration Fee
Debt Securities
Guarantees of the Debt Securities(3)
Common Stock, $.01 par value(4)
Warrants
Stock Purchase Contracts
Stock Purchase Units(5)
Trust Preferred Securities
Total	$	1,000,000,000	$	12,800(6)

(1)	Estimated solely for purposes of determining the registration fee pursuant to Rule 457(o) under the Securities Act and exclusive of accrued interest, distributions and dividends, if any. The aggregate initial offering price of all securities issued from time to time pursuant to this registration statement shall not exceed $1,000,000,000, or the equivalent thereof in foreign currencies, foreign currency units or composite currencies. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
(2)	We are registering such indeterminate number or amount of debt securities, common stock, warrants, stock purchase contracts and stock purchase units of Pulte Homes, Inc. and trust preferred securities of PH Trust I and PH Trust II as we may issue from time to time at indeterminate prices.
(3)	We are also registering under this registration statement all guarantees and other obligations that we or our subsidiaries may have with respect to securities that may be issued by Pulte Homes, Inc. or the trust preferred securities that may be issued by PH Trust I and PH Trust II. No separate consideration will be received for the guarantees or any other such obligations.
(4)	We are also registering such indeterminate number of shares of common stock as may be issuable upon conversion or exchange of the debt securities registered by this Registration Statement.
(5)	Each stock purchase unit consists of (a) a stock purchase contract, under which the holder, upon settlement, will purchase an indeterminate number of shares of Pulte Homes, Inc. common stock, and (b) debt securities of Pulte Homes, Inc. or debt obligations of third parties, including U.S. Treasury securities.
(6)	On February 5, 2001, Pulte Homes, Inc. filed with the Securities and Exchange Commission a registration statement on Form S-3 (No. 333-54978) for the registration of $500 million of securities. Pursuant to Rules 429 and 457(p) under the Securities Act, $79,200 of the filing fee we paid in connection with such prior registration statement (associated with $300 million of unsold securities under such prior registration statement) is offset against the filing fee due in connection with this Registration Statement, resulting in a new net paid filing fee of $12,800.

   Pursuant to Rule 429 under the Securities Act, this Registration Statement shall act as a post-effective amendment of the registration statement on Form S-3 (No. 333-54978).

    The Registrant and Additional Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

*  Information regarding additional registrants (“Additional Registrants”) is contained in the Table of Additional Registrants on the following page.

TABLE OF ADDITIONAL REGISTRANTS

			I.R.S.
			Employer
Exact Names of Subsidiary Guarantor Registrants	State of		Identification
as Specified in their Respective Charters	Organization		Number
Abacoa Homes, Inc.		Florida		65-0743442
American Title of the Palm Beaches Corporation		Michigan		38-3420070
Anthem Arizona L.L.C.		Arizona		86-0843863	*
Asset Five Corp.		Arizona		86-0742415
Asset Seven Corp.		Arizona		86-0956768
Bellasera Corp.		Arizona		86-0843863
Carr’s Grant, L.L.C.		Maryland		52-2126236
Del E. Webb Development Co., L.P.		Delaware		86-0530143
Del E. Webb Foothills Corporation		Arizona		87-0432667
Del Webb California Corp.		Arizona		86-6050554
Del Webb Communities, Inc.		Arizona		86-0530275
Del Webb Corporation		Delaware		86-0077724
Del Webb Golf Corp.		Arizona		86-0953312
Del Webb Home Construction, Inc.		Arizona		86-0627221
Del Webb Limited Holding Co.		Arizona		86-0811322
Del Webb Southwest Co.		Arizona		86-0811323
Del Webb Texas Limited Partnership		Arizona		86-0811318
Del Webb’s Coventry Homes Construction Co.		Arizona		86-0523039
Del Webb’s Coventry Homes, Inc.		Arizona		86-0540127
Del Webb’s Coventry Homes of Nevada, Inc.		Arizona		86-0760396
Del Webb’s Spruce Creek Communities, Inc.		Arizona		86-0843862
Del Webb’s Sunflower of Tucson, Inc.		Arizona		86-0859122
Devtex Land, L.P.		Texas		76-0567426
DiVosta and Company, Inc.		Florida		59-0920753
DiVosta Building Corporation		Florida		65-0355867
DiVosta Homes, Inc.		Florida		65-0688300
Florida Building Products, Inc.		Florida		59-2519121
Florida Club Homes, Inc.		Florida		65-0738972
Hammock Reserve Development Company		Florida		65-0663601
Harrison Hills, LLC		Maryland		52-2176116
Island Walk Development Company		Florida		65-0663645
Mountain View Two, LLC		Arizona		86-0077724	**
New Mexico Asset Corporation		Arizona		86-0803237
New Mexico Asset Limited Partnership		Arizona		86-0797014
One Willowbrook, L.L.C.		Maryland		04-3252769
PB Venture L.L.C.		Michigan		38-3421298
PBW Corporation		Michigan		38-3218818
PC/ BRE Development L.L.C.		Delaware		86-0910230
PC/ BRE Springfield L.L.C.		Delaware		86-0910227
PC/ BRE Venture L.L.C.		Delaware		86-0910231
PC/ BRE Whitney Oaks L.L.C.		Delaware		86-0911332
PC/ BRE Winfield L.L.C.		Delaware		86-0910232
PC/ Palm Beach, Inc.		Michigan		38-3456935
PH1 Corporation		Michigan		38-3626161

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			I.R.S.
			Employer
Exact Names of Subsidiary Guarantor Registrants	State of		Identification
as Specified in their Respective Charters	Organization		Number
PH2 Corporation		Michigan		38-3626163
PN I, Inc.		Nevada		38-3365526
PN II, Inc.		Nevada		38-3365528
Pulte Communities NJ, Limited Partnership		Michigan		38-3567884
Pulte Development Corporation		Michigan		38-2774526
Pulte Home Corporation		Michigan		38-1545089
Pulte Home Corporation of New England		Michigan		04-3228754
Pulte Home Corporation of the Delaware Valley		Michigan		52-1872230
Pulte Homes of Greater Kansas City, Inc.		Michigan		75-2522882
Pulte Homes of Michigan Corporation		Michigan		38-1877637
Pulte Homes of Michigan I Limited Partnership		Michigan		38-3575570
Pulte Homes of Minnesota Corporation		Minnesota		31-1288425
Pulte Homes of New York, Inc.		Michigan		38-3576363
Pulte Homes of NJ, Limited Partnership		Michigan		38-3566768
Pulte Homes of Ohio Corporation		Ohio		38-3027572
Pulte Homes of PA, Limited Partnership		Michigan		38-3566766
Pulte Homes of South Carolina, Inc.		Michigan		38-3249317
Pulte Homes of Texas, L.P.		Texas		75-2720127
Pulte Homes Tennessee Limited Partnership		Nevada		38-3412151
Pulte-IN Corp.		Michigan		38-3328533
Pulte Land Company, LLC		Michigan		38-3500432
Pulte Land Development Corporation		Michigan		38-3306253
Pulte Lifestyle Communities, Inc.		Michigan		38-3214013
Pulte Michigan Holdings Corporation		Michigan		38-3575564
Pulte Michigan Services, LLC		Michigan		38-3498515
Pulte Payroll Corporation		Michigan		31-1354336
Radnor Homes, Inc.		Michigan		38-3412149
Riverwalk of the Palm Beaches Development Company, Inc.		Florida		65-0496407
RN Acquisition 2 Corp.		Nevada		38-3412154
Sean/ Christopher Homes, Inc.		Michigan		35-1905547
Spruce Creek South Utilities, Inc.		Florida		59-2995013
Terravita Corp.		Arizona		86-0739200
Terravita Home Construction Co.		Arizona		86-0194910
Village Walk Development Company, Inc.		Florida		65-0472159
Wil Corporation		Michigan		38-3218819
Wilben, LLLP		Maryland		52-1619362

  * uses the E.I.N. of Bellasera Corp.

** uses the E.I.N. of Del Webb Corporation

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. We will provide additional terms of our securities in one or more supplements to this prospectus. You should read this prospectus and the related prospectus supplement carefully before you invest in our securities unless accompanied by a prospectus supplement.

SUBJECT TO COMPLETION, DATED APRIL 23, 2002

PROSPECTUS

$1,000,000,000

Pulte Homes, Inc.

Senior Debt Securities

Subordinated Debt Securities

Common Stock

Warrants

Stock Purchase Contracts

Stock Purchase Units

PH Trust I

PH Trust II

Trust Preferred Securities

Fully and Unconditionally Guaranteed,

as Described Herein, by Pulte Homes, Inc. and its subsidiaries

     We may offer from time to time:

     •  senior debt securities (consisting of debentures, notes and/or other evidences of senior unsecured indebtedness);

     •  subordinated debt securities (together with the senior debt securities, the “Debt Securities”);

     •  common stock;

     •  warrants;

     •  stock purchase contracts;

     •  stock purchase units; and

     •  trust preferred securities.

     We will provide the specific terms of these securities in one or more supplements to this prospectus. You should read this prospectus and the prospectus supplements carefully before you invest. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement describing the method and terms of the offering of those offered securities. We may sell the securities, or we may distribute them through underwriters or dealers. In addition, the underwriters may overallot a portion of the securities.

     Our Common Stock is traded on the New York Stock Exchange under the trading symbol “PHM.”

See “A Warning About Forward Looking Statements” on page 6 for information you should consider before buying these securities.

These Securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 23, 2002

TABLE OF CONTENTS

	Page
About this Prospectus		3
Pulte Homes		3
The Trusts		4
Risk Factors		5
Where You Can Find More Information		5
A Warning About Forward Looking Statements		6
Use of Proceeds		7
Accounting Treatment Relating to Trust Securities		7
Ratio of Earnings to Fixed Charges		7
The Offering		7
Description of Debt Securities		8
Description of Capital Stock		18
Description of Warrants		20
Description of Stock Purchase Contracts and Stock Purchase Units		21
Description of Trust Preferred Securities		21
Description of Trust Preferred Securities Guarantee		22
Relationship Among the Trust Preferred Securities		25
Plan of Distribution		27
Experts		29
Legal Opinions		29

      You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement. We have not authorized any other person to provide you with different information. This document may only be used where it is legal to sell these securities. You should only assume that the information in this prospectus or in any prospectus supplement is accurate as of the date on the front of the document. Our business, financial condition, results of operations and prospects may have changed since that date.

      Each reference in this prospectus to “Pulte,” “we,” “our” or “us” means Pulte Homes, Inc. and its consolidated subsidiaries, unless the context requires otherwise.

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ABOUT THIS PROSPECTUS

      This prospectus is part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under this shelf process, we may offer any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.0 billion. This prospectus provides you with a general description of the securities we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. Please carefully read this prospectus and the prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”

      We have not included separate financial statements of the trusts in this prospectus. We do not consider that such financial statements are material to holders of the trust preferred securities because:

•  each trust is a newly created special purpose entity;

•  neither trust has any operating history or independent operations; and

•  neither trust is engaged in, nor will it engage in, any activity other than issuing trust preferred and trust common securities, investing in and holding our Debt Securities and engaging in related activities.

      Furthermore, the combination of our obligations under the Debt Securities, the associated indentures, the declarations of trust and the guarantees provide a full, irrevocable and unconditional guarantee of payments of distributions and other amounts due on the trust preferred securities. In addition, we do not expect that the trusts will file reports with the SEC under the Securities Exchange Act of 1934.

PULTE HOMES

      We are a publicly held holding company whose subsidiaries engage in the homebuilding and financial services businesses. We have three reportable business segments: homebuilding, financial services and corporate.

      The homebuilding segment of our operations consists of two business units: domestic homebuilding and international homebuilding. Through Pulte Home Corporation, Del Webb Corporation and our other homebuilding subsidiaries in the United States, we acquire land, develop communities and build and sell a wide variety of homes, including detached units, townhouses, condominium apartments and duplexes, all primarily sold for use as principal residences. Our homes are targeted to first-time, move-up, semi-custom and active adult home buyers (a growing demographic group in their pre-retirement and retirement years). As of December 31, 2001, our domestic operations offered homes for sale in 440 communities in 43 markets and 25 states at prices ranging from $75,000 to over $1,200,000 (sales prices of homes offered for sale in the majority of our communities fall within the range of $150,000 to $450,000), with a 2001 average unit selling price of $225,000. Our international homebuilding subsidiaries engage in residential land development and homebuilding in Mexico, Puerto Rico and Argentina, primarily through subsidiaries of Pulte International Corporation.

      Through Pulte Mortgage Corporation, we also provide mortgage financing services, primarily to buyers of our homes.

      Our homebuilding strategy in the United States is focused on the continued development of the Pulte consumer and value-based brand. Our goal is to create a wide array of well-located, quality-built residential housing communities for homebuyers to provide repeat sales opportunities as they transition from first-time, move-up, semi-custom and ultimately to active adult buyers. We believe our July 31, 2001 merger with Del Webb Corporation strengthens our position in the high growth, active adult market. Our extensive pre-construction market research and analysis enables us to understand what our homebuyers desire. We then specifically develop our communities and products to that well-defined homebuyer profile. Our commitment to research and development is focused on the continuous improvement of construction

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and land development techniques, which allows us to provide high levels of quality and value in our homes and communities. Our Pulte Preferred Partnership (P³) program was initiated with a goal toward developing long-term relationships with premier contractors and suppliers to maximize execution of our development and building plans. In addition, we believe that our well-capitalized financial structure combined with our high level of production volume allow us to negotiate favorable material and supply purchasing agreements on a national and/or regional basis to minimize our costs of production. Finally, our mortgage financing subsidiaries have continued to automate operations to (a) enhance customer service, (b) facilitate the sales process and (c) reduce mortgage origination production costs to maximize profitability. We believe the Del Webb merger facilitates implementation of these goals and we will continue to evaluate available strategic acquisition opportunities that coincide with our long range goals.

      Our executive offices are located at 33 Bloomfield Hills Parkway, Suite 200, Bloomfield Hills, Michigan 48304, and our telephone number is (248) 647-2750.

THE TRUSTS

      PH Trust I and PH Trust II are subsidiaries of Pulte Homes, Inc. They exist for the purpose of issuing trust preferred securities.

      Each of the trusts is created under the Delaware Business Trust Act and will be governed by a declaration of trust (as it may be amended from time to time) among the trustees of each trust and Pulte. Each declaration will be qualified under the Trust Indenture Act of 1939.

Each trust will exist primarily for the purposes of:

•  issuing its trust preferred and trust common securities;

•  investing the proceeds from the sale of its securities in our debt securities; and

•  engaging in only such other activities as are necessary or incidental to issuing its securities and purchasing and holding our debt securities.

      When a trust issues its trust preferred securities, the holders of the trust preferred securities will own all of the issued and outstanding trust preferred securities of the trust. We will acquire all of the issued and outstanding trust common securities of each trust, representing an undivided beneficial interest in the assets of each trust of at least 3%.

      The number of trustees of each trust will initially be three. One of the trustees will be a Pulte officer or other employee. The second trustee will be Bank One Trust Company, National Association which will serve as the property trustee under the declaration of trust for purposes of the Trust Indenture Act of 1939. The third trustee will be Bank One Delaware, Inc., which has its principal place of business in the State of Delaware.

      Bank One Trust Company, National Association acting in its capacity as guarantee trustee, will hold for your benefit a trust preferred securities guarantee, which will be separately qualified under the Trust Indenture Act of 1939.

      Unless otherwise provided in the applicable prospectus supplement, because we will own all of the trust common securities of each trust, we will have the exclusive right to appoint, remove or replace trustees and to increase or decrease the number of trustees. In most cases, there will be at least three trustees. We will describe the term of a trust in the applicable prospectus supplement, but may dissolve earlier as provided in the applicable declaration of trust.

      The rights of the holders of the trust preferred securities of a trust, including economic rights, rights to information and voting rights, and the duties and obligations of the trustees of a trust, will be contained in and governed by the declaration of that trust (as it may be amended from time to time), the Delaware Business Trust Act and the Trust Indenture Act of 1939.

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      The address of the principal office of each trust is 33 Bloomfield Hills Parkway, Suite 200, Bloomfield Hills, MI 48304, and the telephone number of each trust at that address is (248) 647-2750.

RISK FACTORS

      An investment in our securities involves a high degree of risk. In addition to the other information included in this prospectus, you should carefully consider the risk factors in the prospectus supplement when determining whether or not to purchase the securities offered under this prospectus and the prospectus supplement.

WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports and other information with the SEC. The registration statement and these other SEC filings are available to you at the SEC’s website at http://www.sec.gov. You may read and copy any filed document at the SEC’s public reference rooms in Washington, D.C. at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the SEC’s regional office located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. You also may inspect our SEC filings at the New York Stock Exchange, the exchange on which our Common Stock is listed, at 20 Broad Street, 7th Floor, New York, NY 10005.

      This prospectus is part of a registration statement we have filed with the SEC relating to the securities we may offer. As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, the exhibits and schedules for more information about us and our securities. The registration statement, exhibits and schedules are available at the SEC’s public reference room or through its website.

      The SEC allows us to “incorporate by reference” information in documents that we file with them, which means that we can disclose important information to you by referring you to those documents that are considered part of this prospectus. We incorporate by reference the following documents into this prospectus:

•  our Annual Report on Form 10-K for the year ended December 31, 2001;

•  our Current Report on Form 8-K filed on February 25, 2002; and

•  the description of our Common Stock contained in Item 1 of our Registration Statement on Form 8-A filed with the SEC on May 17, 1983, Item 4 of our Registration Statement on Form 8-B filed with the SEC on May 16, 1985 and Item 4 of our Registration Statement on Form 8-B filed with the SEC on December 18, 1987, each pursuant to Section 12 of the Exchange Act.

      Information that we file later with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act will automatically update and supersede the previously filed information. You may request copies of these filings at no cost, by writing or telephoning us at the following address:

Investor Relations

Pulte Homes, Inc.

33 Bloomfield Hills Parkway, Suite 200

Bloomfield Hills, Michigan 48304

(248) 647-2750

Telecopy: (248) 433-4543

Attn: James Zeumer

      You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information

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or to make any representations other than as contained in this prospectus or in any prospectus supplement. We are not making any offer of these securities in any state where the offer is not permitted.

      We maintain a website at http://www.pulte.com. Our website and the information at that site, or connected to that site, is not incorporated into this prospectus, any prospectus supplement or the registration statement of which this prospectus is a part.

A WARNING ABOUT FORWARD-LOOKING STATEMENTS

      Statements contained or incorporated by reference in this prospectus and the accompanying prospectus supplement that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate” or similar expressions signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. For these reasons, we caution you not to place undue reliance on our forward-looking statements. The risks and uncertainties so identified are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial also may adversely affect us. Should any known or unknown risks and uncertainties develop into actual events, these developments could have material adverse effects on our business, financial condition and results of operations. These possible risks and uncertainties include the following:

•  general economic conditions including tax rates, interest rates and shifts in demand for new homes;

•  exposure to certain market risks and the cyclical and seasonal nature of our businesses;

•  adverse weather;

•  changes in property taxes and energy costs;

•  availability of incremental and/or replacement financing;

•  changes in federal income tax laws and federal mortgage financing programs;

•  governmental regulation;

•  changes in governmental and public policy;

•  changes in economic conditions specific to any one or more of our markets and businesses;

•  competition;

•  availability of raw materials and skilled labor;

•  environmental matters;

•  issues and timing surrounding land entitlement and development;

•  unexpected operations difficulties; and

•  our ability to integrate the recently acquired business operations of Del Webb Corporation, including Del Webb’s activities, management and corporate culture, with our own, and our ability to develop and manage large-scale active adult communities which differ from our historical homebuilding business.

      We refer to the documents identified above under “Where You Can Find More Information” for a discussion of these factors and their effects on our business.

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USE OF PROCEEDS

      Except as otherwise provided in the related prospectus supplement, we will use the net proceeds from the sale of the offered securities for general corporate purposes. These purposes may include:

•  repayments or refinancing of debt;

•  working capital;

•  capital expenditures;

•  acquisitions; and

•  repurchase or redemption of securities including our Common Stock.

ACCOUNTING TREATMENT RELATING TO TRUST SECURITIES

      The accounting treatment relating to the trust securities will be set forth in the applicable prospectus supplement. Our financial statements will include a footnote that discloses, among other things, that the assets of the trust consist of our debt securities and will specify the designation, principal amount, interest rate and maturity date of the debt securities.

RATIO OF EARNINGS TO FIXED CHARGES

      The following table shows our ratios of earnings to fixed charges for the periods indicated. This information should be read in conjunction with the consolidated financial statements and the accompanying notes incorporated by reference in this prospectus.

	Year Ended December 31,
	2001			2000		1999		1998		1997
Ratio of earnings to fixed charges(a)		4.16	(b)		5.29		5.08		3.69		2.46

(a)	The ratios of earnings to fixed charges set forth above are computed on a total enterprise basis, except for our discontinued thrift operations, which are excluded. Fixed charges include interest incurred and a portion of rent expense, which represents the estimated interest factor and amortization of debt expense.
(b)	Calculations for 2001 include the operations of Del Webb since the July 31, 2001 merger.

THE OFFERING

Debt Securities

      We may issue our debt securities to the trust from time to time. These debt securities may be distributed to holders of the trust preferred securities if and when a trust is dissolved. The debt securities will be unsecured, and can be either pari passu with or subordinate and junior in right of payment to our senior debt. We will indicate the type of debt securities to be issued in a prospectus supplement.

Guarantee

      We and certain of our subsidiaries will guarantee the trusts’ payment obligations on the trust preferred securities as described in a prospectus supplement. We will provide the specific terms of the guarantee in a prospectus supplement.

Stock Purchase Contracts

      We may issue stock purchase contracts obligating holders to purchase from us a specified number of shares of common stock in the future. We may issue stock purchase contracts separately or as a part of stock purchase units consisting of a stock purchase contract and debt securities, trust preferred securities or debt obligations of third parties, including U.S. treasury securities, securing the holders’ obligations to

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purchase common stock under the stock purchase contracts. We will provide the specific terms of the stock purchase contracts and stock purchase units in a prospectus supplement.

Trust Preferred Securities

      The trust may offer from time to time trust preferred securities representing undivided beneficial interests in the assets of the issuing trust. The trusts will use the proceeds from the sale of their trust preferred securities to purchase our debt securities.

DESCRIPTION OF DEBT SECURITIES

      We describe in this section the general terms that will apply to any particular series of Debt Securities that we may offer by this prospectus and an applicable prospectus supplement in the future. When we issue a particular series, we will describe in the applicable prospectus supplement that relates to the series (a) the specific terms of the securities, and (b) the extent to which the general terms described in this section apply to the securities of that series.

      Any Debt Securities that we offer will be our direct unsecured general obligations. These Debt Securities may be senior debt securities, subordinated debt securities or other types of debt securities and will be issued under one or more separate indentures between us and one or more banks or trust companies, as trustee. A Debt Security is considered “senior” or “subordinated” depending on how it ranks in relation to our other debts. Senior debt securities will generally rank equal to other senior debt securities or unsubordinated debt. Holders of our subordinated debt securities will only be entitled to payment after we pay our senior debts, including our senior debt securities.

      We have summarized the material provisions of the indentures in this section, but this is only a summary. The indentures have been filed with the SEC and are incorporated by reference. See “Where You Can Find More Information.” Our discussion of indenture provisions is not complete, therefore, and you should read the indentures for a more complete understanding of the provisions we describe. You should also read the indentures for provisions that may be important to you. You should review the applicable indenture for additional information before you buy any Debt Securities. Capitalized terms used in the following summary have the meanings specified in the indentures unless otherwise defined below.

General

      The Debt Securities will be our direct unsecured general obligations. If provided in a prospectus supplement, each of the Guarantors (as defined below) will guarantee our obligations under the Debt Securities on terms set forth in the prospectus supplement, subject to such guarantee not constituting or resulting in a violation of any applicable fraudulent conveyance or similar law of any relevant jurisdiction, in which case the liability of the Guarantor under its guarantee will be reduced to the maximum amount, after giving effect to all other contingent and fixed liabilities of such Guarantor, permissible under applicable fraudulent conveyance or similar law. The Guarantors will consist of some or all of Abacoa Homes, Inc.; American Title of the Palm Beaches Corporation; Anthem Arizona L.L.C.; Asset Five Corp.; Asset Seven Corp.; Bellasera Corp.; Carr’s Grant, L.L.C.; Del E. Webb Development Co., L.P.; Del E. Webb Foothills Corporation; Del Webb California Corp.; Del Webb Communities, Inc.; Del Webb Corporation; Del Webb Golf Corp.; Del Webb Home Construction, Inc.; Del Webb Limited Holding Co.; Del Webb Southwest Co.; Del Webb Texas Limited Partnership; Del Webb’s Coventry Homes Construction Co.; Del Webb’s Coventry Homes, Inc.; Del Webb’s Coventry Homes of Nevada, Inc.; Del Webb’s Spruce Creek Communities, Inc.; Del Webb’s Sunflower of Tucson, Inc.; Devtex Land, L.P.; DiVosta and Company, Inc.; DiVosta Building Corporation; DiVosta Homes, Inc.; Florida Building Products, Inc.; Florida Club Homes, Inc.; Hammock Reserve Development Company; Harrison Hills, LLC; Island Walk Development Company; Mountain View Two, LLC; New Mexico Asset Corporation; New Mexico Asset Limited Partnership; One Willowbrook, L.L.C.; PB Venture L.L.C.; PBW Corporation; PC/BRE Development L.L.C.; PC/BRE Springfield L.L.C.; PC/BRE Venture L.L.C.; PC/BRE Whitney Oaks L.L.C.; PC/BRE Winfield L.L.C.; PC/Palm Beach, Inc.; PH1 Corporation; PH2 Corporation;

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PN I, Inc.; PN II, Inc.; Pulte Communities NJ, Limited Partnership; Pulte Development Corporation; Pulte Home Corporation; Pulte Home Corporation of New England; Pulte Home Corporation of the Delaware Valley; Pulte Homes of Greater Kansas City, Inc.; Pulte Homes of Michigan Corporation; Pulte Homes of Michigan I Limited Partnership; Pulte Homes of Minnesota Corporation; Pulte Homes of New York, Inc.; Pulte Homes of NJ, Limited Partnership; Pulte Homes of Ohio Corporation; Pulte Homes of PA, Limited Partnership; Pulte Homes of South Carolina, Inc.; Pulte Homes of Texas, L.P.; Pulte Homes Tennessee Limited Partnership; Pulte-IN Corp.; Pulte Land Company, LLC; Pulte Land Development Corporation; Pulte Lifestyle Communities, Inc.; Pulte Michigan Holdings Corporation; Pulte Michigan Services, LLC; Pulte Payroll Corporation; Radnor Homes, Inc.; RiverWalk of the Palm Beaches Development Company, Inc.; RN Acquisition 2 Corp.; Sean/ Christopher Homes, Inc.; Spruce Creek South Utilities, Inc.; Terravita Corp.; Terravita Home Construction Co.; Village Walk Development Company, Inc.; Wil Corporation and Wilben, LLLP.

      Our operations are conducted through our subsidiaries and, therefore, we are primarily dependent on the earnings and cash flows of our subsidiaries to meet our debt service obligations. Except as described below with regard to certain Del Webb senior subordinated notes, there currently are no restrictions on the ability of our subsidiaries (including the subsidiaries that are not Guarantors) to provide funds to use to meet our debt service obligations.

      The indentures relating to Del Webb’s senior subordinated notes contain “restricted payment” covenants which restrict the ability of Del Webb and its subsidiaries, certain of which have or will become Guarantors, to make dividend payments distributions and other restricted payments. This limits the ability of Del Webb to transfer funds to us in order to enable us to meet our debt service obligations. As of December 31, 2001, there was a $351 million aggregate principal amount of Del Webb senior subordinated notes outstanding. Del Webb has the right to redeem all of its outstanding senior subordinated notes prior to maturity, at its option, at varying prepayment premiums.

      Any right of ours or our creditors to participate in the assets of our subsidiaries upon any liquidation or reorganization of any such subsidiary will be subject to the prior claims of that subsidiary’s creditors, including trade creditors. Accordingly, the Debt Securities issued will also be effectively subordinated to the creditors of our subsidiaries. The Debt Securities will, if provided in a prospectus supplement, have the benefit of guarantees from the Guarantors. The Guarantors are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the Debt Securities or to make any funds available for the Debt Securities, whether by dividends, loans or other payments, other than as expressly provided in the guarantees. The payment of dividends or the making of loans and advances by our subsidiaries to us are subject to contractual, statutory and regulatory restrictions, contingent upon the earnings of those subsidiaries and are subject to various business considerations.

      A prospectus supplement and a supplemental indenture relating to any series of Debt Securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:

•  if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Debt Securities will be issuable;

•  the title, series, type and amount of the Debt Securities;

•  the total principal amount and priority of the Debt Securities;

•  the percentage of the principal amount at which the Debt Securities will be issued and any payments due if the maturity of the Debt Securities is accelerated;

•  the dates on which the principal of the Debt Securities will be payable;

•  the interest rate which the Debt Securities will bear and the interest payment dates for the Debt Securities;

•  the place or places where the principal of and any interest on the Debt Securities will be payable;

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•  the place where the Debt Securities may be presented for registration of transfer or exchange;

•  any limit on the aggregate principal amount of the Debt Securities;

•  any optional redemption periods;

•  any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the Debt Securities;

•  the terms of any right to convert the Debt Securities into shares of our Common Stock or other securities or property;

•  any provisions granting special rights to holders when a specified event occurs;

•  any provisions relating to the deferral of payment of any interest;

•  any other terms of the Debt Securities (which terms will not be inconsistent with the provisions of the indenture);

•  any changes to or additional events of default or covenants;

•  any special tax implications of the Debt Securities, including provisions for original issue discount securities, if offered; and

•  any other terms of the Debt Securities not inconsistent with the terms and provisions of the indentures.

      Each prospectus supplement will also describe any special provisions for the payment of additional amounts with respect to the Debt Securities. Debt Securities of any series may be issued in one or more series or tranches as described in the applicable prospectus supplement.

      If the purchase price of any of the offered Debt Securities is denominated in a foreign currency or currencies or foreign currency unit or units or if the principal of and any premium and interest on any series of Debt Securities is payable in a foreign currency or currencies or foreign currency unit or units, the restrictions, elections, general tax considerations, specific terms and other information with respect to the issue of Debt Securities and such foreign currency or currencies or foreign currency unit or units will be set forth in the applicable prospectus supplement.

      The indentures provide that the Debt Securities may be issued in one or more series, in each case as authorized by our Board of Directors from time to time. The indentures also provide that there may be more than one trustee under the indentures, each with respect to one or more different series of Debt Securities. In the event that there is more than one trustee under an indenture, the powers and trust obligations of each trustee shall extend only to the one or more series of Debt Securities for which it is a trustee. If more than one trustee is acting under an indenture, the Debt Securities (whether of one or more than one series) for which each trustee is acting shall in effect be treated as if issued under separate indentures.

Payment of Principal, Interest and Premium; Transfer of Securities

      Unless we designate otherwise, we will pay principal, interest and any premium on fully registered securities in Bloomfield Hills, Michigan. We will make payments by check mailed to the persons in whose names the Debt Securities are registered on days specified in the indentures or any prospectus supplement. We will make Debt Securities payments in other forms at a place we designate and specify in a prospectus supplement. You may transfer or exchange fully registered securities at the corporate trust office of the trustee or at any other office or agency maintained by us for such purposes as provided in any prospectus supplement.

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Guarantees

      In order to enable us to obtain more favorable interest rates and terms, payment of principal of, premium, if any, and interest on the Debt Securities may (if so specified in the prospectus supplement) be guaranteed, jointly and severally, by the Guarantors; provided that the guarantees will not be applicable to or guarantee our obligations with respect to the conversion of the Debt Securities into common stock if applicable. Each guarantee will be an unsecured obligation of each Guarantor issuing such guarantee, ranking pari passu in right of payment with all existing and future indebtedness of a similar series.

      The indentures provide that, in the event any guarantee would constitute or result in a violation of any applicable fraudulent conveyance or similar law of any relevant jurisdiction, the liability of the Guarantor under such guarantee shall be reduced to the maximum amount, after giving effect to all other contingent and other liabilities of such Guarantor, permissible under the applicable fraudulent conveyance or similar law.

Global Certificates

      The Debt Securities of a series may be issued in whole or in part in the form of one or more global certificates that will be deposited with a depository identified in a prospectus supplement.

      The specific terms of the depository arrangements with respect to any Debt Securities of a series will be described in a prospectus supplement.

      Unless otherwise specified in a prospectus supplement, Debt Securities issued in the form of a global certificate to be deposited with a depository will be represented by a global certificate registered in the name of the depository or its nominee. Upon the issuance of a global certificate in registered form, the depository for the global certificate will credit, on its book-entry registration and transfer system, the respective principal amounts of the Debt Securities represented by the global certificate to the accounts of institutions that have accounts with the depository or its nominee. The accounts to be credited shall be designated by the underwriters or agents of the Debt Securities or by us, if the Debt Securities are offered and sold directly by us. Ownership of beneficial interests in a global certificate will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests by participants in a global certificate will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the depository or its nominee for the global certificate. Ownership of beneficial interests in a global certificate by persons that hold through participants will be shown on, and the transfer of that ownership interest within the participant will be effected only through, records maintained by the participant. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of the securities in definitive form. These limits and laws may impair the ability to transfer beneficial interests in a global certificate.

      So long as the depository for a global certificate in registered form, or its nominee, is the registered owner of the global certificate, the depository or its nominee, as the case may be, will be considered the sole owner or holder of the Debt Securities of the series represented by the global certificate for all purposes under the indentures. Generally, owners of beneficial interests in a global certificate will not be entitled to have Debt Securities of the series represented by the global certificate registered in their names, will not receive or be entitled to receive physical delivery of Debt Securities in definitive form, and will not be considered the owners or holders of the global certificate under the applicable indenture.

      Payment of principal of, premium, if any, and any interest on Debt Securities of a series registered in the name of or held by a depository or its nominee will be made to the depository or its nominee, as the case may be, as the registered owner or the holder of a global certificate representing the Debt Securities. None of Pulte, the trustee, any paying agent, or the applicable debt security registrar for the Debt Securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global certificate for the Debt Securities or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

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      We expect that the depository for Debt Securities of a series, upon receipt of any payment of principal, premium or interest in respect of a permanent global certificate, will credit immediately participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global certificate as shown on the records of the depository. We also expect that payments by participants to owners of beneficial interests in a global certificate held through the participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and the payments will be the responsibility of the participants. However, we have no control over the practices of the depository and/or the participants and there can be no assurance that these practices will not be changed.

      Unless it is exchanged in whole or in part for Debt Securities in definitive form, a global certificate may generally be transferred only as a whole unless it is being transferred to certain nominees of the depository.

      Unless otherwise stated in any prospectus supplement, The Depository Trust Company, New York, New York will act as depository. Beneficial interests in global certificates will be shown on, and transfers of global certificates will be effected only through, records maintained by The Depository Trust Company and its participants.

Events of Default

      “Event of default” when used in an indenture will mean any of the following:

•  failure to pay when due interest on any Debt Security for 30 days;

•  failure to pay the principal or any premium on any Debt Security when due;

•  failure to deposit any sinking fund payment when due;

•  failure to perform any other covenant in the indenture that continues for 60 days after being given written notice;

•  certain events in bankruptcy, insolvency or reorganization of Pulte; and

•  any other event of default included in any indenture or supplemental indenture.

      An event of default for a particular series of Debt Securities does not necessarily constitute an event of default for any other series of Debt Securities issued under an indenture. The trustee may withhold notice to the holders of Debt Securities of any default, except in the payment of principal or interest, if it considers such withholding of notice to be in the best interests of the holders.

      If an event of default for any series of Debt Securities occurs and continues, the trustee or the holders of at least 25% of the total principal amount of the Debt Securities of the series may declare the entire principal of that series due and payable immediately. If this happens, subject to certain conditions, the holders of a majority of the aggregate principal amount of the Debt Securities of that series can void the declaration.

      The indentures contain provisions entitling the trustee with respect to any series of Debt Securities, subject to the duty of the trustee during default to act with the required standard of care, to be indemnified by the holders of the applicable Debt Securities before proceeding to exercise any right or power under the applicable indenture at the request of the holders of such Debt Securities. The indentures also provide that the holders of a majority in principal amount of the outstanding Debt Securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee for such series of Debt Securities. The indentures contain a covenant that we will file annually with the trustee a certificate as to the absence of any default or specifying any default that exists.

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      The indentures limit the right to institute legal proceedings. No holder of any Debt Security will have the right to bring a claim under an indenture unless:

•  the holder has given written notice of default to the trustee;

•  the holders of not less than 25% of the aggregate principal amount of Debt Securities of a particular series shall have made a written request to the trustee to bring the claim and furnished the trustee reasonable indemnification as it may require;

•  the trustee has not commenced an action within 60 days of receipt of that notice and indemnification; and

•  no direction inconsistent with the request has been given to the trustee by the holders of not less than a majority of the aggregate principal amount of the Debt Securities of the series then outstanding.

Regarding the Trustee

      Bank One Trust Company, National Association is trustee under the indentures, pursuant to which certain of our debt securities are outstanding. Bank One Trust Company, National Association or other banks or trust companies will act as trustee pursuant to which the Debt Securities are to be issued. Bank One Trust Company, National Association maintains normal banking relationships with us (and is an affiliate of Bank One, NA, which participates in and acts as co-agent in our Bank Credit Facility and provides cash management and other services for us in the normal course of our business).

      The trustee may resign or be removed with respect to one or more series of Debt Securities and a successor trustee may be appointed to act with respect to such series. In the event that two or more persons are acting as trustee with respect to different series of Debt Securities under a single indenture, each such trustee shall be a trustee of a trust under the applicable indenture separate and apart from the trust administered by any other such trustee, and any action described herein to be taken by the trustee may then be taken by each such trustee with respect to, and only with respect to, the one or more series of Debt Securities for which it is trustee.

Defeasance of Debt Securities

      If permitted by the terms of any Debt Securities, we may terminate certain of our obligations under the indenture, including our obligations to comply with the restrictive covenants described in this prospectus, on the terms and subject to the conditions contained in such indenture, by depositing in trust with the trustee money or obligations of, or guaranteed by, the United States sufficient to pay the principal of, premium, if any, and interest, if any, on such Debt Securities to maturity (or earlier redemptions).

      The prospectus supplement will set forth the specific provisions, if any, permitting such defeasance or covenant defeasance, including any modifications to the provisions described above, with respect to the Debt Securities of or within a particular series.

Consolidation, Merger and Sale of Assets

      Except as may otherwise be provided in a prospectus supplement, neither we, the Guarantors nor the Restricted Subsidiaries will consolidate or merge into or sell, assign, transfer or lease all or substantially all of its assets, to another person, unless:

•  the person is a corporation organized under the laws of the United States of America or any state thereof;

•  the person assumes by supplemental indenture all the obligations of Pulte or such Guarantor or Restricted Subsidiary, as the case may be, relating to the Debt Securities, the guarantees and the indenture, as the case may be; and

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•  immediately after the transaction no event of default exists; except that this prohibition will not restrict or be applicable to a merger, consolidation or liquidation of a Restricted Subsidiary or Guarantor with or into us or another subsidiary that is wholly-owned, directly or indirectly, by us that is, or concurrently with the completion of such merger, consolidation or liquidation becomes, a Guarantor or a Restricted Subsidiary that is wholly-owned, directly or indirectly, by us.

      Upon any such consolidation, merger, sale, assignment or transfer, the successor corporation will be substituted for us or such Guarantor or Restricted Subsidiary (including any merger or consolidation described in the proviso at the end of the immediately preceding sentence), as applicable, under the indenture. The successor corporation may then exercise every power and right of ours or such Guarantor or Restricted Subsidiary under the indenture, and we or such Guarantor or Restricted Subsidiary, as applicable, will be released from all of our respective liabilities and obligations in respect of the Debt Securities and the indenture. If we or any Guarantor or Restricted Subsidiary leases all or substantially all of its assets, the lessee corporation will be the successor to us or such Guarantor or Restricted Subsidiary and may exercise every power and right of ours or such Guarantor or Restricted Subsidiary, as the case may be, under the indenture, but we or such Guarantor or Restricted Subsidiary, as the case may be, will not be released from our respective obligations to pay the principal of and premium, if any, and interest, if any, on the Debt Securities.

Modification and Waiver

      We and the trustee, with the consent of the holders of at least a majority of the principal amount of the Debt Securities, may execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the Debt Securities, except that no such supplemental indenture may, without the consent of the holder of each outstanding Debt Security affected by the supplemental indenture, among other things:

•  extend the final maturity of the Debt Securities, or reduce the rate or extend the time of payment of interest on the Debt Securities, or reduce the principal amount of the Debt Securities, or impair the right to institute suit for payment of the Debt Securities;

•  reduce the percentage of Debt Securities, the consent of the holders of which is required for any such supplemental indenture, for any waiver of compliance with certain provisions of the indenture or certain defaults under the indenture and their consequences provided in the indenture; or

•  modify any of the provisions regarding the modification of the indenture, waivers of past defaults and waivers of certain covenants, except to increase any percentage or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding security affected thereby.

      Our Board of Directors does not have the power to waive any of the covenants of the indentures including those relating to consolidation, merger or sale of assets.

      We and the trustee may modify or amend provisions of the indenture without the consent of any holder for any of the following purposes:

•  to evidence the succession of another person to us or any Guarantor under the indenture and the Debt Securities;

•  to add to our covenants or the covenants of any Guarantor for the benefit of the holders of the Debt Securities or to surrender any right or power conferred upon us or such Guarantor by the indenture;

•  to add events of default for the benefit of the holders of the Debt Securities;

•  to change or eliminate any provisions of the indenture, provided that any such change or elimination shall become effective only when there are no outstanding Debt Securities;

•  to secure any Debt Securities under the indenture;

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•  to establish the form or terms of the Debt Securities of any series;

•  to add Guarantors;

•  to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee;

•  to close the indenture to authentication and delivery of additional series of Debt Securities, and to cure any ambiguity, defect or inconsistency in the indenture, provided such action does not adversely affect the interests of holders of the Debt Securities; or

•  to supplement any of the provisions of the indentures to the extent necessary to permit or facilitate defeasance and discharge of the Debt Securities, provided that such action shall not adversely affect the interests of the holders of the Debt Securities in any material respect.

      The holders of at least a majority in principal amount of the outstanding Debt Securities may, on behalf of the holders of all Debt Securities, waive any past default under the indenture. However, they may not waive a default (1) in the payment of the principal of (or premium, if any) or any interest on any Debt Security or (2) in respect of a covenant or provision which under the indenture cannot be modified or amended without the consent of the holder of each outstanding Debt Security affected.

Certain Covenants

      In this section we describe the principal covenants that will apply to the Debt Securities unless otherwise indicated in the applicable prospectus supplement. We make use of several defined terms; the associated definitions are located at the end of this section.

      Restrictions on Secured Debt. The indenture provides that we will not, and will not cause or permit a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the applicable Debt Securities will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee of Secured Debt which is secured by:

      (1) Security Interests on model homes, homes held for sale, homes that are under contract for sale, contracts for the sale of homes, land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures and equipment located thereat, or thereon;

      (2) Security Interests on property at the time of its acquisition by us or a Restricted Subsidiary, which Security Interests secure obligations assumed by us or a Restricted Subsidiary, or on the property of a corporation or other entity at the time it is merged into or consolidated with us or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such property or the consummation of such a merger or where the Security Interest attaches to or affects our property or the property of a Restricted Subsidiary prior to such transaction);

      (3) Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by us or a Restricted Subsidiary; and

      (4) Security Interests securing indebtedness of a Restricted Subsidiary owing to us or to another Restricted Subsidiary that is wholly-owned (directly or indirectly) by us or Security Interests securing our Indebtedness owing to a Guarantor.

      Additionally, such permitted Secured Debt includes any amendment, restatement, supplement, renewal, replacement, extension or refunding in whole or in part, of Secured Debt permitted at the time of the original incurrence thereof.

      In addition, we and our Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt, without equally and ratably securing the Debt Securities, if immediately thereafter the sum of (1) the aggregate principal amount of all secured debt outstanding (excluding Secured Debt permitted under clauses (1) through (4) above and any Secured Debt in relation to which the new notes have been equally

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and ratably secured) and (2) all Attributable Debt (as defined below) in respect of Sale and Leaseback Transactions (as defined below) (excluding Attributable Debt in respect of Sale and Leaseback Transactions as to which the net proceeds of the property sold or transferred are applied to retire indebtedness or to the purchase of property as described under “Restrictions on Sale and Leaseback Transactions”) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets (as defined below).

      The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Land Financing (as defined below) by virtue of the definition of secured debt, and will not restrict or limit our or our Restricted Subsidiaries’ ability to create, incur, assume or guarantee any unsecured indebtedness, or of any subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured indebtedness.

      Restrictions on Sale and Leaseback Transactions. The indentures provide that we will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction, unless:

      (1) notice is promptly given to the trustee of the Sale and Leaseback Transaction;

      (2) fair value is received by us or the relevant Restricted Subsidiary for the property sold (as determined in good faith pursuant to a resolution of our Board of Directors delivered to the trustee); and

      (3) we or a Restricted Subsidiary, within 365 days after the completion of the Sale and Leaseback Transaction, apply an amount equal to the net proceeds therefrom either:

•  to the redemption, repayment or retirement of Debt Securities of any series under the indenture (including the cancellation by the trustee of any Debt Securities of any series delivered by us to the trustee), senior indebtedness of Pulte or Guarantor senior indebtedness, or

•  to the purchase by us or any Restricted Subsidiary of property substantially similar to the property sold or transferred.

      In addition, we and our Restricted Subsidiaries may enter into a Sale and Leaseback Transaction if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (4) described in “Restrictions on Secured Debt,” above or Secured Debt in relation to which the Debt Securities have been equally and ratably secured) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions as to which the net proceeds of the property sold or transferred are applied to retire indebtedness or to the purchase of property as described in clause (2) above) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets.

      Other than the above-described covenants, there are no covenants or provisions contained in the indenture which may afford holders of Debt Securities protection in the event we are involved in a highly leveraged transaction.

Conversion

      If provided in any prospectus supplement, the Debt Securities will be convertible, at their principal amount or any portion thereof which is an integral multiple of $1,000 at any time prior to their maturity, into shares of our common stock at the conversion price set forth in the applicable prospectus supplement, subject to adjustment in the event of the:

•  subdivision, combination or reclassification of the outstanding common stock;

•  payment in shares of common stock of a dividend or distribution on any class of our capital stock;

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•  issuance of rights or warrants to all holders of common stock entitling them to acquire shares of Common Stock at a price per share less than the current market price; or

•  distribution to holders of common stock of shares of capital stock other than common stock, evidences of indebtedness or assets (including securities, but excluding distributions exclusively in cash, and excluding dividends or distributions paid exclusively in common stock, rights and warrants referred to above).

      We will not be required to issue fractional shares of common stock but will pay a cash adjustment in lieu thereof. Except as otherwise provided in the prospectus supplement, interest accrued shall not be paid on Debt Securities converted. If any Debt Security not called for redemption is converted between a record date for the payment of interest and the next succeeding interest payment date, such Debt Security must be accompanied by funds equal to the interest payable on such interest payment date on the principal amount so converted.

      There will be no upward adjustment in the conversion price except in the event of a reverse stock split. We are not required to make any adjustment in the conversion price of less than $0.01, but the same will be carried forward and taken into account in the computation of any subsequent adjustment. The conversion price will not be subject to adjustment under any circumstances not referred to in this paragraph, such as tender offers, open market purchases or other acquisitions of shares of common stock by us and/or our subsidiaries, unless otherwise provided with respect to any particular series of Debt Securities in the applicable prospectus supplement.

      In case of any reclassification (excluding those referred to above), merger, consolidation or sale of substantially all of our assets as an entirety, the holder of each outstanding convertible Debt Security shall have the right to convert such Debt Security only into the kind and amount of shares of stock and other securities and property (including cash) receivable by a holder of the number of shares of Common Stock into which such Debt Security might have been converted immediately prior to the effective date of the transaction.

Certain Definitions

      “Attributable Debt” means, in respect of a Sale and Leaseback Transaction, the present value (discounted at the weighted average effective interest cost per annum of the outstanding debt securities of all series, compounded semiannually) of the obligation of the lessee for rental payments during the remaining term of the lease included in such transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended or, if earlier, until the earliest date on which the lessee may terminate such lease upon payment of a penalty (in which case the obligation of the lessee for rental payments shall include such penalty), after excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water and utility rates and similar charges.

      “Consolidated Net Tangible Assets” means the total amount of assets which would be included on a combined balance sheet of the Restricted Subsidiaries (not including Pulte) together with the total amount of assets that would be included on our balance sheet, not including our subsidiaries, under generally accepted accounting principles (less applicable reserves and other properly deductible items) after deducting therefrom:

      (1) all short-term liabilities, except for liabilities payable by their terms more than one year from the date of determination (or renewable or extendible at the option of the obligor for a period ending more than one year after such date) and liabilities in respect of retiree benefits other than pensions for which the Restricted Subsidiaries are required to accrue pursuant to Statement of Financial Accounting Standards No. 106;

      (2) investments in subsidiaries that are not Restricted Subsidiaries, including, without limitation, Pulte Mortgage Corporation; and

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      (3) all goodwill, trade names, trademarks, patents, unamortized debt discount, unamortized expense incurred in the issuance of debt and other tangible assets.

      “Non-Recourse Land Financing” means any indebtedness of ours or any Restricted Subsidiary for which the holder of such indebtedness has no recourse, directly or indirectly, to us or such Restricted Subsidiary for the principal of, premium, if any, and interest on such indebtedness, and for which we or such Restricted Subsidiary are not, directly or indirectly, obligated or otherwise liable for the principal of, premium, if any, and interest on such indebtedness, except pursuant to mortgages, deeds of trust or other Security Interests or other recourse obligations or liabilities in respect of specific land or other real property interests of ours or such Restricted Subsidiary; provided that recourse obligations or liabilities of ours or such Restricted Subsidiary solely for indemnities, covenants or breach of warranty representation or covenant in respect of any indebtedness will not prevent indebtedness from being classified as Non-Recourse Land Financing.

      “Restricted Subsidiary” means any Guarantor and any other of our subsidiaries as of the date of the indenture and any successor to such Guarantor or subsidiary other than (a) First Heights Bank, Pulte Financial Companies, Inc., Pulte Mortgage Corporation, Pulte Diversified Companies, Inc. or North American Builders Indemnity Corporation and (b) any successor to any of the subsidiaries described in clause (a).

      “Sale and Leaseback Transaction” means a sale or transfer made by us or a Restricted Subsidiary (except a sale or transfer made to us or another Restricted Subsidiary) of any (a) manufacturing facility, office building or warehouse whose book value equals or exceeds 1% of Consolidated Net Tangible Assets as of the date of determination or (b) other property (not including model homes) which exceeds 5% of Consolidated Net Tangible Assets as of the date of determination, if such sale or transfer is made with the agreement, commitment or intention of leasing such property to us or a Restricted Subsidiary.

      “Secured Debt” means any Indebtedness which is secured by (a) a Security Interest in any of our property or the property of any Restricted Subsidiary or (b) a Security Interest in shares of stock owned directly or indirectly by us or a Restricted Subsidiary in a corporation or in equity interests owned by us or a Restricted Subsidiary in a partnership or other entity not organized as a corporation or in our rights or the rights of a Restricted Subsidiary in respect of indebtedness of a corporation, partnership or other entity in which we or a Restricted Subsidiary has an equity interest; provided that “Secured Debt” shall not include Non-Recourse Land Financing that consists exclusively of “land under development,” “land held for future development” or “improved lots and parcels,” as such categories of assets are determined in accordance with generally accepted accounting principles. The securing in the foregoing manner of any such indebtedness which immediately prior thereto was not Secured Debt shall be deemed to be the creation of Secured Debt at the time security is given.

      “Security Interest” means any mortgage, pledge, lien, encumbrance or other security interest which secures the payment or performance of an obligation.

DESCRIPTION OF CAPITAL STOCK

      The following general summary of our capital stock and certain provisions of the Michigan Business Corporation Act (“MBCA”) is qualified in its entirety by reference to our articles of incorporation, as amended (the “Articles of Incorporation”), and the MBCA.

      We are authorized by the Articles of Incorporation to issue 100,000,000 shares of common stock. On March 18, 2002, 60,565,191 shares of common stock were issued and outstanding.

      On May 15, 2002, we will hold the Annual Meeting of our shareholders at which time the shareholders will vote on a proposal to amend our Articles of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000.

      The holders of the common stock are entitled to one vote for each share on all matters voted on by shareholders, including election of directors. The holders of the common stock do not have any cumulative

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value, conversion, redemption, sinking fund or preemptive rights. In the event of our dissolution, liquidation or winding up, holders of the common stock will be entitled to share ratably in any assets remaining after the satisfaction in full of the prior rights of creditors, including holders of our indebtedness, and the aggregate liquidation preference of any Preferred Stock then outstanding.

      The common stock is listed on the New York Stock Exchange. We intend to apply to the New York Stock Exchange to list the additional shares of common stock offered hereby and issuable upon conversion of convertible Debt Securities, if any. Equiserve, L.P. is the transfer agent and registrar for the common stock.

      We are also authorized by our Articles of Incorporation to issue 25,000,000 shares of preferred stock, par value $.01 per share (the “Preferred Stock”), none of which have been issued. Our Board of Directors has authority to divide the 25,000,000 shares of Preferred Stock into series and to fix the rights and preferences of any series so established. Variations between different series may be created by the Board of Directors with respect to such matters as voting rights, rate of dividend, priority of payment, rights of accumulation, redemption or signing fund terms, preferences upon liquidation or dissolution, conversion rights and any other preferences or rights.

      Our Articles of Incorporation provide that the Board of Directors will be divided into three classes, as nearly equal in number as possible, with the term of office of one class expiring each year. The present Board of Directors consists of 8 persons who were elected to the Board of Directors for terms of three years each by our shareholders. Our Articles of Incorporation also provide that to the extent holders of Preferred Stock are given the right, voting separately or by class or series, to elect directors, such directors shall not be divided into the foregoing classes.

      Our Articles of Incorporation require, in addition to any vote required by law, the affirmative vote of the holders of at least 69.3% of the shares voting at a meeting of shareholders in connection with (a) any merger or consolidation of Pulte or any subsidiary with any “Interested Shareholder,” as defined therein, or any corporation which is, after the merger or consolidation would be, an “Affiliate,” as defined therein, of an Interested Shareholder that was an Interested Shareholder prior to the transaction; (b) certain transfers to any Interested Shareholder or Affiliate of an Interested Shareholder, other than Pulte or any of our subsidiaries, of any of our assets or any subsidiary which have an aggregate book value of 10% or more of consolidated net worth; (c) certain transfers by us or any subsidiary of “Equity Securities,” as defined therein, of Pulte or any subsidiary which have an aggregate market value of 5% or more of the total market value of the outstanding shares of Pulte to any Interested Shareholder or Affiliate of an Interested Shareholder, other than Pulte or our subsidiaries (subject to certain exceptions); (d) the adoption of any plan or proposal for our liquidation or dissolution proposed by or on behalf of an Interested Shareholder or any Affiliate of an Interested Shareholder, (e) any reclassification of securities or recapitalization of Pulte, or any merger, consolidation or share exchange by Pulte with any of its subsidiaries which has the effect of increasing the proportionate amount of the outstanding shares of any class of Equity Securities of Pulte or any subsidiary which is owned by an Interested Shareholder or any Affiliate of an Interested Shareholder (each of the Transactions referred to in clauses (a) through (e), a Business Combination”); or (f) any agreement, contract or arrangement providing for one or more of the foregoing. An “Interested Shareholder” generally includes any beneficial owner of 10% or more of the voting power of Pulte or any Affiliate of ours that at any time within the two year period prior to the date in question was the beneficial owner of 10% or more of the voting power of Pulte.

      The foregoing supermajority vote is not required if (a) the Board of Directors approves such Business Combination and either the Interested Shareholder has been an Interested Shareholder for at least two years prior to the date of the Board approval or such proposed transaction was approved by the Board prior to the time the Interested Shareholder became an Interested Shareholder or (b) a majority of the outstanding stock of such other corporation is owned by us or our subsidiaries.

      The foregoing supermajority provisions may only be amended by the affirmative vote of 69.3% of the shares voting on the proposed amendment at a meeting of shareholders, in addition to any vote otherwise required by law.

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Certain Provisions of the Michigan Business Corporation Act

      Chapters 7A and 7B of the Michigan Business Corporation Act (“MBCA”) may affect attempts to acquire control of Pulte. Pursuant to our Articles of Incorporation, we have expressly elected not to be subject to the provisions of Chapter 7A of the MBCA; however, the Board of Directors may terminate this election in whole or in part by action of the majority of directors then in office. Chapter 7A applies to “Business Combinations,” defined to include, among other transactions, certain mergers, substantial sales of assets or securities and recapitalizations between covered Michigan business corporations or their subsidiaries and an “Interested Shareholder” (generally a beneficial owner of 10% or more of the voting power of the Company’s outstanding voting stock). In general, Chapter 7A requires, for any Business Combination, an advisory statement from the Board of Directors, the approval of holders of at least 90% of each class of the shares entitled to vote and the approval of holders of at least two-thirds of such voting shares not held by the Interested Shareholder, its affiliates and associates. These requirements do not apply, however, where the Interested Shareholder satisfies certain “fair price,” form of consideration and other requirements and at least five years have elapsed after the person involved became an Interested Shareholder. Our Board of Directors has the power to elect to be subject to Chapter 7A as to specifically identified or unidentified Interested Shareholders.

      Pursuant to our Bylaws, we have also expressly elected not to be subject to the provisions of Chapter 7B of the MBCA: however, our Board of Directors may terminate this election by action of the majority of directors then in office. Generally, under Chapter 7B an entity that acquires “Control Shares” of Pulte may vote the Control Shares on any matter only if a majority of all shares, and of all non “Interested Shares,” of each class of shares entitled to vote as a class, approve such voting rights. In general, “Interested Shares” are shares owned by employee-directors of Pulte, all its officers, or the entity making the “Control Share Acquisition.” “Control Shares” are shares that, when added to those already owned by an entity, would give the entity voting power in the election of directors over any of three thresholds: one-fifth, one-third and a majority. If Control Shares acquired in a Control Share Acquisition are accorded full voting rights and the acquirer of such Control Shares has acquired a majority of all voting power of Pulte, Chapter 7B would afford special dissenters’ rights to our shareholders other than the acquiring person, unless otherwise provided in our Articles of Incorporation or Bylaws before the Control Share Acquisition occurs. The effect of the statute is to condition the acquisition of voting control of the corporation on the approval of a majority of pre-existing disinterested shareholders. Our Board of Directors may amend the Bylaws before a Control Share Acquisition occurs to provide that Chapter 7B applies to us. Our Board of Directors currently has no plans to effect any such amendment, nor is it aware of any other plans or proposals to do so by a shareholder.

DESCRIPTION OF WARRANTS

      We may issue warrants to purchase Debt Securities, common stock, or other securities. We may issue warrants independently or together with other securities. Warrants sold with other securities may be attached to or separate from the other securities. We will issue warrants under one or more warrant agreements between us and a warrant agent that we will name in the prospectus supplement.

      The prospectus supplement relating to any warrants we are offering will include specific terms relating to the offering. These terms will include some or all of the following:

•  the title of the warrants;

•  the aggregate number of warrants offered;

•  the designation, number and terms of the Debt Securities, common stock or other securities purchasable upon exercise of the warrants and procedures by which those numbers may be adjusted;

•  the exercise price of the warrants;

•  the dates or periods during which the warrants are exercisable;

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•  the designation and terms of any securities with which the warrants are issued;

•  if the warrants are issued as a unit with another security, the date on and after which the warrants and the other security will be separately transferable;

•  if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;

•  any minimum or maximum amount of warrants that may be exercised at any one time;

•  any terms relating to the modification of the warrants; and

•  any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants.

      The description in the prospectus supplement will not necessarily be complete, and reference will be made to the warrant agreements which will be filed with the SEC.

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

      We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of common stock at a future date or dates, which we refer to herein as “Stock Purchase Contracts.” The price per share of common stock and number of shares of common stock may be fixed at the time the Stock Purchase Contracts are issued or may be determined by reference to a specific formula set forth in the Stock Purchase Contracts. The Stock Purchase Contracts may be issued separately or as a part of units consisting of a Stock Purchase Contract and our Debt Securities or debt obligations of third parties, including U.S. Treasury securities, securing the holders’ obligations to purchase the common stock under the Stock Purchase Contracts, which we refer to herein as “Stock Purchase Units.” The Stock Purchase Contracts may require holders to secure their obligations thereunder in a specified manner. The Stock Purchase Contracts also may require us to make periodic payments to the holders of the Stock Purchase Units or vice-versa and such payments may be unsecured or prefunded on some basis.

      The applicable prospectus supplement will describe the terms of any Stock Purchase Contracts or Stock Purchase Units. The description in the prospectus supplement will not necessarily be complete, and reference will be made to the Stock Purchase Contracts, and, if applicable, collateral or depositary arrangements, relating to the Stock Purchase Contracts or Stock Purchase Units. Material United States federal income tax considerations applicable to the Stock Purchase Units and the Stock Purchase Contracts will also be discussed in the applicable prospectus supplement.

DESCRIPTION OF TRUST PREFERRED SECURITIES

      The terms of the trust preferred securities will include those stated in the declaration of trust (as it may be amended and restated from time to time) and those made a part of that declaration by the Trust Indenture Act of 1939. For a complete description of the trust preferred securities, we encourage you to read the applicable prospectus supplement. In addition, we encourage you to read the amended and restated declaration of trust, a form of which will be filed with the SEC. Please read “Where You Can Find More Information.”

      The prospectus supplement relating to trust preferred securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:

•  the designation of the trust preferred securities;

•  the number of trust preferred securities issued by the trust;

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•  the annual distribution rate and any conditions upon which distributions are payable, the distribution payment dates, the record dates for distribution payments and the additional amounts, if any, that may be payable with respect to the trust preferred securities;

•  whether distributions will be cumulative and compounding and, if so, the dates from which distributions will be cumulative or compounded;

•  the amounts that will be paid out of the assets of the trust, after the satisfaction of liabilities to creditors of the trust, to the holders of trust preferred securities upon dissolution;

•  any repurchase, redemption or exchange provisions;

•  any preference or subordination rights upon a default or liquidation of the trust;

•  any voting rights of the trust preferred securities in addition to those required by law;

•  terms for any conversion or exchange of the debt securities or the trust preferred securities into other securities;

•  any rights to defer distributions on the trust preferred securities by extending the interest payment period on the debt securities; and

•  any other relevant terms, rights, preferences, privileges, limitations or restrictions of the trust preferred securities.

      The regular trustees, on behalf of the trust and pursuant to the declaration of trust, will issue one class of trust preferred securities and one class of trust common securities (collectively, the “trust securities”). The trust securities will represent undivided beneficial ownership interests in the assets of the trust.

      Except as described in the applicable prospectus supplement, the trust preferred securities will rank equally, and payments will be made thereon proportionately, with the trust common securities. The property trustee of the trust will hold legal title to the debt securities in trust for the benefit of the holders of the trust securities. We will execute a guarantee agreement for the benefit of the holders of the trust preferred securities. The guarantee will not guarantee the payment of distributions (as defined below) or any amounts payable on redemption or liquidation of the trust preferred securities when the trust does not have funds on hand available to make such payments.

      In the prospectus supplement we will also describe certain material United States federal income tax consequences and special considerations applicable to the trust preferred securities.

DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEE

      We will fully and unconditionally guarantee payments on the trust preferred securities as described in this section. The guarantee covers the following payments:

•  periodic cash distributions on the trust preferred securities out of funds held by the property trustee of the trust;

•  payments on dissolution of each trust; and

•  payments on redemption of trust preferred securities of each trust.

      Bank One Trust Company, National Association, as guarantee trustee, will hold the guarantee for the benefit of the holders of trust preferred securities.

      We have summarized selected provisions of the guarantee below. This summary is not complete. For a complete description, we encourage you to read the guarantee, the form of which we have filed with the SEC. Please read “Where You Can Find More Information.”

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      We will irrevocably and unconditionally agree to pay you in full the following amounts to the extent not paid by the trust:

•  any accumulated and unpaid distributions and any additional amounts with respect to the trust preferred securities and any redemption price for trust preferred securities called for redemption by the trust, if and to the extent that we have made corresponding payments on the debt securities to the property trustee of the trust;

•  payments upon the dissolution of the trust equal to the lesser of:

•  the liquidation amount plus all accumulated and unpaid distributions and additional amounts on the trust preferred securities to the extent the trust has funds legally available for those payments; and

•  the amount of assets of the trust remaining legally available for distribution to the holders of trust preferred securities in liquidation of the trust.

      We will not be required to make these liquidation payments if:

•  the trust distributes the debt securities to the holders of trust preferred securities in exchange for their trust preferred securities; or

•  the trust redeems the trust preferred securities in full upon the maturity or redemption of the debt securities.

      We may satisfy our obligation to make a guarantee payment either by making payment directly to the holders of trust preferred securities or to the guarantee trustee for remittance to the holders or by causing the applicable trust to make the payment to them.

      Each guarantee is a guarantee from the time of issuance of the applicable series of trust preferred securities. THE GUARANTEE ONLY COVERS, HOWEVER, DISTRIBUTIONS AND OTHER PAYMENTS ON TRUST PREFERRED SECURITIES IF AND TO THE EXTENT THAT WE HAVE MADE CORRESPONDING PAYMENTS ON THE DEBT SECURITIES TO THE APPLICABLE PROPERTY TRUSTEE. IF WE DO NOT MAKE THOSE CORRESPONDING PAYMENTS ON THE DEBT SECURITIES, THE TRUST WILL NOT HAVE FUNDS AVAILABLE FOR PAYMENTS AND WE WILL HAVE NO OBLIGATION TO MAKE A GUARANTEE PAYMENT.

      Our obligations under the declaration of trust for each trust, the guarantee, the debt securities and the associated indenture taken together will provide a full and unconditional guarantee of payments due on the trust preferred securities. We will describe the specific terms of the guarantee in a prospectus supplement.

Covenants of Pulte

      In each guarantee, we will agree that, as long as any trust preferred securities issued by the applicable trust are outstanding, we will not make the payments and distributions described below if:

•  we are in default on our guarantee payments or other payment obligations under the related guarantee;

•  any trust enforcement event under the applicable declaration of trust has occurred and is continuing; or

•  we have elected to defer payments of interest on the related debt securities by extending the interest payment period and that deferral period is continuing.

      In these circumstances, we will agree that we will not:

•  declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of our capital stock; or

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•  make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank equally with or junior in interest to the debt securities or make any guarantee payments with respect to any guarantee by us of the debt of any of our subsidiaries if such guarantee ranks equally with or junior in interest to the debt securities.

      However, even during such circumstances, we may:

•  purchase or acquire our capital stock in connection with the satisfaction by us of our obligations under any employee benefit plans or pursuant to any contract or security outstanding on the first day of any extension period requiring us to purchase our capital stock;

•  reclassify our capital stock or exchange or convert one class or series of our capital stock for another class or series of our capital stock;

•  purchase fractional interests in shares of our capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged;

•  declare dividends or distributions payable in our capital stock;

•  redeem or repurchase any rights pursuant to a rights agreement; and

•  make payments under the guarantee related to the trust preferred securities.

      In addition, as long as trust preferred securities issued by any trust are outstanding, we will agree that we will:

•  remain the sole direct or indirect owner of all the outstanding common securities of that trust, except as permitted by the applicable declaration of trust;

•  permit the trust common securities of that trust to be transferred only as permitted by the declaration of trust;

•  use reasonable efforts to cause that trust to continue to be treated as a grantor trust for United States federal income tax purposes, except in connection with a distribution of debt securities to the holders of trust preferred securities as provided in the declaration of trust, in which case the trust would be dissolved.

Amendments and Assignment

      We and the guarantee trustee may amend each guarantee without the consent of any holder of trust preferred securities if the amendment does not adversely affect the rights of the holders in any material respect. In all other cases, we and the guarantee trustee may amend each guarantee only with the prior approval of the holders of at least a majority of outstanding trust preferred securities issued by the applicable trust.

      We may assign our obligations under the guarantees only in connection with a consolidation, merger or asset sale involving us permitted under the indenture governing the debt securities.

Termination of the Guarantee

      A guarantee will terminate upon:

•  full payment of the redemption price of all trust preferred securities of the applicable trust;

•  distribution of the related debt securities, or any securities into which those debt securities are convertible, to the holders of the trust preferred securities and trust common securities of that trust in exchange for all the securities issued by that trust; or

•  full payment of the amounts payable upon liquidation of that trust.

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      Each guarantee will, however, continue to be effective or will be reinstated if any holder of trust preferred securities must repay any amounts paid on those trust preferred securities or under the guarantee.

Status of the Guarantee

      Our obligations under each guarantee will be unsecured and effectively junior to all debt and preferred stock of our subsidiaries. BY YOUR ACCEPTANCE OF THE TRUST PREFERRED SECURITIES, YOU AGREE TO ANY SUBORDINATION PROVISIONS AND OTHER TERMS OF THE RELATED GUARANTEE. We will specify in a prospectus supplement the ranking of each guarantee with respect to our capital stock and other liabilities, including other guarantees.

      Each guarantee will be deposited with the guarantee trustee to be held for your benefit. The guarantee trustee will have the right to enforce the guarantee on your behalf. In most cases, the holders of a majority of outstanding trust preferred securities issued by the applicable trust will have the right to direct the time, method and place of:

•  conducting any proceeding for any remedy available to the applicable guarantee trustee; or

•  exercising any trust or other power conferred upon that guarantee trustee under the applicable guarantee.

      Each guarantee will constitute a guarantee of payment and not merely of collection. This means that the guarantee trustee may institute a legal proceeding directly against us to enforce the payment rights under the guarantee without first instituting a legal proceeding against any other person or entity.

      If the guarantee trustee fails to enforce the guarantee or we fail to make a guarantee payment, you may institute a legal proceeding directly against us to enforce your rights under that guarantee without first instituting a legal proceeding against the applicable trust, the guarantee trustee or any other person or entity.

Periodic Reports Under Guarantee

      We will be required to provide annually to the guarantee trustee a statement as to our performance of our obligations and our compliance with all conditions under the guarantees.

Duties of Guarantee Trustee

      The guarantee trustee normally will perform only those duties specifically set forth in the applicable guarantee. The guarantees do not contain any implied covenants. If a default occurs on a guarantee, the guarantee trustee will be required to use the same degree of care and skill in the exercise of its powers under the guarantee as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. The guarantee trustee will exercise any of its rights or powers under the guarantee at the request or direction of holders of the applicable series of trust preferred securities only if it is offered security and indemnity satisfactory to it.

Governing Law

      New York law will govern the guarantees.

RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES,

THE DEBT SECURITIES AND THE GUARANTEE

      To the extent set forth in the guarantee and to the extent funds are available, we will irrevocably guarantee the payment of distributions and other amounts due on the trust securities. If and to the extent we do not make payments on the debt securities, the trust will not have sufficient funds to pay distributions or other amounts due on the trust securities. The guarantee does not cover any payment of

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distributions or other amounts due on the trust securities unless the trust has sufficient funds for the payment of such distributions or other amounts. In such event, a holder of trust securities may institute a legal proceeding directly against us to enforce payment of such distributions or other amounts to such holder after the respective due dates. Taken together, our obligations under the declaration of trust for each trust, the debt securities, the indenture and the guarantee provide a full and unconditional guarantee of payments of distributions and other amounts due on the trust securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes such guarantee. It is only the combined operation of these documents that provides a full and unconditional guarantee of the trust’s obligations under the trust securities.

Sufficiency of Payments

      As long as payments of interest and other amounts are made when due on the debt securities, such payments will be sufficient to cover distributions and payments due on the trust securities because of the following factors:

•  the aggregate principal amount of the debt securities will be equal to the sum of the aggregate stated liquidation amount of the trust securities;

•  the interest rate and the interest and other payment dates on the debt securities will match the distribution rate and distribution and other payment dates for the trust securities;

•  we, as issuer of the debt securities, will pay, and the trust will not be obligated to pay, directly or indirectly, any costs, expenses, debts and obligations of the trust (other than with respect to the trust securities); and

•  the declaration of trust further provides that the trust will not engage in any activity that is not consistent with the limited purposes of the trust.

      Notwithstanding anything to the contrary in the indenture, we have the right to set-off any payment we are otherwise required to make thereunder against and to the extent we have already made, or are concurrently on the date of such payment making, a related payment under the guarantee.

Enforcement Rights of Holders of Preferred Securities

      The declaration of trust provides that if we fail to make interest or other payments on the debt securities when due (taking account of any extension period), the holders of the trust preferred securities may direct the property trustee to enforce its rights under the applicable indenture. If the property trustee fails to enforce its rights under the indenture in respect of an event of default under the indenture, any holder of record of trust preferred securities may, to the fullest extent permitted by applicable law, institute a legal proceeding against us to enforce the property trustee’s rights under the indenture without first instituting any legal proceeding against the property trustee or any other person or entity. Notwithstanding the foregoing, if a trust enforcement event has occurred and is continuing and such event is attributable to our failure to pay interest, premium or principal on the debt securities on the date such interest, premium or principal is otherwise payable, then a holder of trust preferred securities may institute a direct action against us for payment of such holder’s pro rata share. If a holder brings such a direct action, we will be entitled to that holder’s rights under the applicable declaration of trust to the extent of any payment made by us to that holder.

      If we fail to make payments under the guarantee, a holder of trust preferred securities may institute a proceeding directly against us for enforcement of the guarantee for such payments.

Limited Purpose of Trust

      The trust preferred securities evidence undivided beneficial ownership interests in the assets of the trust, and the trust exists for the sole purpose of issuing and selling the trust securities and using the proceeds to purchase our debt securities. A principal difference between the rights of a holder of trust

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preferred securities and a holder of debt securities is that a holder of debt securities is entitled to receive from us the principal amount of and interest accrued on the debt securities held, while a holder of trust preferred securities is entitled to receive distributions and other payments from the trust (or from us under the guarantee) only if and to the extent the trust has funds available for the payment of such distributions and other payments.

Rights upon Dissolution

      Upon any voluntary or involuntary dissolution of the trust involving the redemption or repayment of the debt securities, the holders of the trust securities will be entitled to receive, out of assets held by the trust, subject to the rights of creditors of the trust, if any, the liquidation distribution in cash. Because we are the guarantor under the guarantee and, as issuer of the debt securities, we have agreed to pay for all costs, expenses and liabilities of the trust (other than the trust’s obligations to the holders of the trust securities), the positions of a holder of trust securities and a holder of debt securities relative to other creditors and to our stockholders in the event of liquidation or bankruptcy of Pulte would be substantially the same.

PLAN OF DISTRIBUTION

      We may sell the offered securities in and outside the United States from time to time (a) through underwriters or dealers, (b) directly to purchasers, including our affiliates, (c) through agents, or (d) through a combination of any of these methods. The prospectus supplement will include the following information:

•  the terms of the offering;

•  the names of any underwriters or agents;

•  the name or names of any managing underwriter or underwriters;

•  the purchase price of the securities from us;

•  the net proceeds to us from the sale of the securities;

•  any delayed delivery arrangements;

•  any underwriting discounts, commissions and other items constituting underwriters’ compensation;

•  any initial public offering price;

•  any discounts or concessions allowed or reallowed or paid to dealers; and

•  any commissions paid to agents.

General

      Underwriters, dealers, agents and remarketing firms that participate in the distribution of the offered securities may be “underwriters” as defined in the Securities Act of 1933. Any discounts or commissions they receive from us and any profits they receive on the resale of the offered securities may be treated as underwriting discounts and commissions under the Securities Act of 1933. We will identify any underwriters, agents or dealers and describe their commissions, fees or discounts in the applicable prospectus supplement.

Sale Through Underwriters or Dealers

      If we use underwriters in a sale, they will acquire the offered securities for their own account. The underwriters may resell the securities in one or more transactions, including negotiated transactions. These sales will be made at a fixed public offering price or at varying prices determined at the time of the sale.

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      We may offer the securities to the public through an underwriting syndicate or through a single underwriter.

      Unless the applicable prospectus supplement states otherwise, the obligations of the underwriters to purchase the offered securities will be subject to certain conditions contained in an underwriting agreement that we will enter into with the underwriters. The underwriters will be obligated to purchase all of the securities of the series offered if any of the securities are purchased, unless the applicable prospectus supplement says otherwise. Any initial public offering price and any discounts or concessions allowed, re-allowed or paid to dealers may be changed from time to time.

      If we use dealers in a sale of securities, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. We will include in the prospectus supplement the names of the dealers and the terms of the transaction.

Direct Sales and Sales Through Agents

      We may choose to sell the offered securities directly. In this case, no underwriters or agents would be involved. We may also sell the securities through agents we designate from time to time. In the prospectus supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions payable by us to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its best efforts to solicit purchases for the period of its appointment.

      We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus supplement.

Delayed Delivery Contracts

      If we so indicate in the prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.

Indemnification

      We may have agreements with agents, underwriters, dealers and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities Act of 1933. Agents, underwriters, dealers and remarketing firms, and their affiliates, may engage in transactions with, or perform services for, us in the ordinary course of business. This includes commercial banking and investment banking transactions.

Market Making, Stabilization and Other Transactions

      Unless the applicable prospectus supplement states otherwise, each series of offered securities will be a new issue and will have no established trading market. We may elect to list any series of offered securities on an exchange. Any underwriters that we use in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.

      Any underwriter may engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the Securities Exchange Act of 1934. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the

28

underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. These stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may, if they commence these transactions, discontinue them at any time.

EXPERTS

      The consolidated financial statements of Pulte Homes appearing in Pulte Homes’ Annual Report (Form 10-K) for the year ended December 31, 2001, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

LEGAL OPINIONS

      Honigman Miller Schwartz and Cohn LLP, Detroit, Michigan, will issue an opinion letter concerning the legality of the securities that we are offering in this prospectus, and a law firm to be identified will issue an opinion letter as to certain legal matters for any underwriters, dealers or agents, unless we indicate otherwise in an applicable prospectus supplement.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.     Other Expenses of Issuance and Distribution

      The following table sets forth the estimated expenses in connection with the offering described in this registration statement:

SEC registration fee		$	12,800
Printing fees and expenses			10,000	*
Legal fees and expenses			50,000	*
Rating agencies’ fees and expenses			75,000	*
Accountants’ fees and expenses			25,000	*
Trustee’s fees and expenses			20,000	*
Miscellaneous expenses			15,000	*
	Total	$	207,800	*

*  Estimated

Item 15.     Indemnification of Directors and Officers

      Under Sections 561-571 of the Michigan Business Corporation Act, directors and officers of a Michigan corporation may be entitled to indemnification by the corporation against judgments, expenses, fines and amounts paid by the director or officer in settlement of claims brought against them by third persons or by or in the right of the corporation if those directors and officers acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation or its shareholders.

      Our Articles of Incorporation provide that our directors shall not be personally liable to us or our shareholders for monetary damages for breach of the director’s fiduciary duty. However, our Articles do not eliminate or limit the liability of a director for any of the following: (a) a breach of the director’s duty of loyalty to us or our shareholders; (b) acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law; (c) a violation of Section 551(1) of the Michigan Business Corporation Act; (d) a transaction from which the director derived an improper personal benefit; or (e) an act or omission occurring before the effective date of the Articles. In addition, our Bylaws generally provide that, to the fullest extent permitted by applicable law, we shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the corporation), including a shareholders’ derivative action, by reason of the fact that he is or was our director, officer, employee or agent or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

      We have obtained Directors’ and Officers’ liability insurance. The policy provides for $25 million in coverage including prior acts dating to our inception and liabilities under the Securities Act.

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Item 16.     Exhibits*

2.1	Plan and Agreement of merger dated as of April 30, 2001, among Del Webb Corporation, Pulte Corporation and Pulte Acquisition Corporation. (Incorporated by reference to Exhibit 2.1 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333-62518).
3.1	Articles of Incorporation, as amended, of Pulte Homes, Inc. (Incorporated by reference to Exhibit 3.1 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 33-62518)
3.2	By-laws of Pulte Homes, Inc. (Incorporated by reference to Exhibit 3.1 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 33-62518)
4.1	Senior Note Indenture dated as of October 24, 1995 among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Corporation, relating to Pulte Corporation’s 7.3% unsecured Senior Notes due 2005 ($125,000,000 original aggregate principal amount) and 7.625% unsecured Senior Notes due 2017 ($150,000,000 original aggregate principal amount). (Incorporated by reference to Exhibit (c) 1 to Pulte Corporation’s Current Report on Form 8-K dated October 20, 1995).
4.2	Indenture Supplement dated as of August 27, 1997 among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.2 to Pulte Corporation’s Current Report on Form 8-K dated October 6, 1997).
4.3	Indenture Supplement dated as of March 20, 1998 among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.2 to Pulte Corporation’s Current Report on Form 8-K dated March 24, 1998).
4.4	Indenture Supplement dated January 31, 1999 among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.2 to Pulte Corporation’s Current Report on Form 8-K dated March 3, 1999).
4.5	Indenture Supplement dated April 3, 2000 among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.5 to Pulte Corporation’s Registration Statement of Form S-4, Registration No. 333-36814).
4.6	Indenture Supplement dated February 21, 2001 among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The first National Bank of Chicago), and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.2 to Pulte Corporation’s Current Report on Form 8-K dated February 23, 2001).
4.7	Indenture Supplement dated July 31, 2001 among Pulte Homes, Inc., Bank One Trust Company, National Association (as successor Trustee to The first National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.7 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333-70786).
4.8	Indenture Supplement dated August 6, 2001 among Pulte Homes, Inc., Bank One Trust Company, National Association (as successor Trustee to The first National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.8 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333-70786).
4.9	Senior Note Indenture dated as of December 1, 1993 among Pulte Corporation, The Bank of New York (as successor Trustee to NationsBank of Georgia, National Association), Pulte Home Corporation and certain subsidiaries of Pulte Corporation, relating to Pulte Corporation’s 8.375% unsecured Senior Notes due 2004 ($115,000,000 original aggregate principal amount) and 7% unsecured Senior Notes due 2003 ($100,000,000 original aggregate principal amount) (Incorporated by reference to Exhibit 4.1 to Pulte Corporation’s Registration Statement on Form S-3, Registration No. 33-71742).
4.10	Indenture Supplement dated August 27, 1997 among Pulte Corporation, The Bank of New York (as successor Trustee to NationsBank of Georgia, National Association), Pulte Home Corporation and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.1 to Pulte Corporation’s Current Report on Form 8-K dated October 6, 1997).

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4.11	Indenture Supplement dated March 20, 1998 among Pulte Corporation, The Bank of New York (as successor Trustee to NationsBank of Georgia, National Association), Pulte Home Corporation and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.1 to Pulte Corporation’s Current Report on Form 8-K dated March 24, 1998).
4.12	Indenture Supplement dated January 31, 1999 among Pulte Corporation, The Bank of New York (as successor Trustee to NationsBank of Georgia, National Association), Pulte Home Corporation and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.1 to Pulte Corporation’s Current Report on Form 8-K dated March 3, 1999).
4.13	Indenture Supplement dated July 31, 2001 among Pulte Homes, Inc., The Bank of New York (as successor Trustee to NationsBank of Georgia, National Association), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.13 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333- 70786).
4.14	Senior Note Indenture dated as of February 18, 1999 among Del Webb Corporation and Bank of Montreal Trust Company, relating to Del Webb Corporation’s 10 1/4% Senior Subordinated Debentures due 2010 ($200,000,000 original aggregate principal amount). (Incorporated by reference to Exhibit 1.2 to Del Webb Corporation’s current report on Form 8-K dated February 18, 1999).
4.15	Senior Note Indenture dated as of May 11, 1998 among Del Webb Corporation and State Street Bank and Trust Company, relating to Del Webb Corporation’s 9 3/8% Senior Subordinated Debentures due 2009 ($200,000,000 original aggregate principal amount). (Incorporated by reference to Exhibit 1.1 to Del Webb Corporation’s current report on Form 8-K dated May 11, 1998).
4.16	Senior Note Indenture dated as of February 11, 1994 among Del Webb Corporation and The Bank of New York, relating to Del Webb Corporation’s 9% Senior Subordinated Debentures due 2006 ($100,000,000 original aggregate principal amount). (Incorporated by reference to Exhibit 4.1 to Del Webb Corporation’s current report on Form 8-K dated February 11, 1994).
4.17	Credit Agreement dated as of August 31, 2000, among Pulte Homes, Inc., and each of the Material Subsidiaries of Pulte, and Bank of America, N.A., as Administrative Agent, Bank One, NA, as Syndication Agent, and Comerica Bank, as Co-Agent. (Incorporated by reference to Exhibit 4.18 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333-70786).
4.18	First Amendment dated February 16, 2001 to Credit Agreement dated as of August 31, 2000, among Pulte Homes, Inc., and each of the Material Subsidiaries of Pulte, and Bank of America, N.A., as Administrative Agent, Bank One, NA, as Syndication Agent, and Comerica Bank, as Co-Agent. (Incorporated by reference to Exhibit 4.19 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333-70786).
4.19	Second Amendment dated July 30, 2001 to Credit Agreement dated as of August 31, 2000, among Pulte Homes, Inc., and each of the Material Subsidiaries of Pulte, and Bank of America, N.A., as Administrative Agent, Bank One, NA, as Syndication Agent, and Comerica Bank, as Co-Agent. (Incorporated by reference to Exhibit 4.20 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333-70786).
4.20	Intercreditor and Subordination Agreement dated as of July 31, 2001, among Asset Seven Corp., each subsidiary of Pulte Homes, Inc. that from time to time executes an Intercreditor Joinder Agreement, Bank of America, N.A., as Administrative Agent for the Five Year Lenders, Citicorp Real Estate, Inc., as Administrative Agent for the Bridge Lenders, and Bank One Trust Company, National Association, as Trustee for the Noteholders. (Incorporated by reference to Exhibit 4.21 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333-70786).
4.21	Form of Letter of Representations. (Incorporated by reference to Exhibit 4.22 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333- 70786).
4.22	Registration Rights Agreement dated August 6, 2001 among Pulte Homes, Inc. and Salomon Smith Barney, Inc., as the Initial Purchaser Representative. (Incorporated by reference to Exhibit 4.23 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333- 70786).
4.23	Registration Rights Agreement dated April 3, 2000 among Pulte Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the Initial Purchaser Representative. (Incorporated by reference to Exhibit 4.17 to Pulte Corporation’s Registration Statement on Form S-4, Registration No. 333-36814).

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4.24	Underwriting Agreement dated February 21, 2001 among Pulte Corporation, Banc One Capital Markets, Inc., Banc of America Securities LLC, Merrill Lynch & Co., Comerica Securities, Inc., and SunTrust Equitable Securities Corporation, and the Guarantors named therein. (Incorporated by reference to Exhibit 1.1 to Pulte Corporation’s Current Report on Form 8-K dated February 23, 2001).
4.25	Pricing Agreement dated February 21, 2001 among Pulte Corporation, Banc One Capital Markets, Inc., Banc of America Securities LLC, Merrill Lynch & Co., Comerica Securities, Inc., and SunTrust Equitable Securities Corporation, and the Guarantors named therein. (Incorporated by reference to Exhibit 1.2 to Pulte Corporation’s Current Report on Form 8-K dated February 23, 2001).
4.26**	Declaration of Trust of PH Trust I.
4.27**	Declaration of Trust of PH Trust II.
4.28***	Form of Amended and Restated Declaration of Trust
4.29**	Certificate of Trust of PH Trust I.
4.30**	Certificate of Trust of PH Trust II.
4.31***	Form of Trust Preferred Security (to be included in Exhibit 4.28)
4.32**	Form of Pulte Homes, Inc. Guarantee Agreement.
5.1**	Opinion of Honigman, Miller Schwartz and Cohn
12.1**	Computation of Ratio of Earnings to Fixed Charges
23.1**	Consent of Honigman Miller Schwartz and Cohn (included in Exhibit 5.1 hereto).
23.2**	Consent of Ernst & Young LLP.
24.1	Power of Attorney (included in Pulte Homes, Inc. signature page hereto)
25.1	Statement of Eligibility of trustee on Form T-1 of Bank One Trust Company, National Association. (Incorporated by reference to Exhibit 25.1 to Pulte Corporation’s Registration Statement on Form S-3, Registration No. 333-54978).

*	Pulte will file as an exhibit to a Current Report on Form 8-K (i) any underwriting agreement, including any remarketing agreement, relating to securities offered hereby, (ii) the instruments setting forth the terms of any debt securities, common stock, warrants, stock purchase contracts or stock purchase units and (iii) any required opinion of counsel to Pulte as to certain tax matters relative to the securities offered hereby.
**	Filed herewith
***	To be filed either by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.

Item 17.     Undertakings

      (a) The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

      (A) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

      (B) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

II-4

      (C) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in paragraphs (A) and (B) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the registration statement.

      (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      (b) The undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions discussed in Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

      (d) The undersigned registrant hereby undertakes that:

      (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

      (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE HOMES, INC.

By:  *

John R. Stoller

Senior Vice President, General Counsel and Secretary

      Each of the undersigned officers and directors of Pulte Homes, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and John R. Stoller, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933) and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature	Title
* William J. Pulte	Chairman of the Board of Directors
* Roger A. Cregg	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
* Mark J. O’Brien	President, Chief Executive Officer and Director
* Vincent J. Frees	Vice President and Controller (Principal Accounting Officer)
* D. Kent Anderson	Director
* Debra J. Kelly-Ennis	Director

II-6

Signature		Title
* David N. McCammon		Director
* Patrick J. O’Meara		Director
* Michael E. Rossi		Director
* Glenn W. Schaeffer		Director
* Alan E. Schwartz		Director
* Francis J. Sehn		Director
* John J. Shea		Director
* William B. Smith		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-7

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

ABACOA HOMES, INC.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
William E. Shannon		President and Director (Principal Executive Officer)
Harmon D. Smith		Vice President, Chief Financial Officer and Director (Principal Accounting Officer)
Bruce E. Robinson		Vice President and Treasurer (Principal Financial Officer)
John R. Stoller		Vice President and Secretary
Charles H. Hathaway		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-8

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

AMERICAN TITLE OF THE PALM BEACHES CORPORATION

BY:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* William E. Shannon		President and Director (Principal Executive Officer)
* Harmon D. Smith		Vice President, Chief Financial Officer and Director (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President and Treasurer (Principal Financial Officer)
* John R. Stoller		Vice President and Secretary
* Charles H. Hathaway		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-9

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

ANTHEM ARIZONA L.L.C.

By:  *

John R. Stoller

Senior Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary, and Manager
* Gregory M. Nelson		Vice President, Assistant Secretary and Manager
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-10

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

ASSET FIVE CORP

By:  *

John R. Stoller,

Senior Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
*		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary, and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-11

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

ASSET SEVEN CORP.

By:  *

John R. Stoller,

Senior Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-12

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

BELLASERA CORP.

By:  *

John R. Stoller

Senior Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-13

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

CARR’S GRANT, L.L.C.

By:  WIL CORPORATION

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Vincent J. Frees		President (Principal Executive Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Vice President, Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-14

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DEL E. WEBB DEVELOPMENT CO. L.P.

By:  DEL WEBB CONSTRUCTION SERVICES CO.

Del Webb Communities Inc.

General Partner

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-15

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DEL E. WEBB FOOTHILLS CORPORATION

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-16

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DEL WEBB CALIFORNIA CORP.

By:  *

John R. Stoller

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* John H. Gleason		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-17

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DEL WEBB COMMUNITIES, INC.

By:  *

John R. Stoller

Senior Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-18

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DEL WEBB CORPORATION

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President, Chief Executive Officer and Director (Principal Executive Officer)
* Roger A. Cregg		Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer)
* Michael A. O’Brien		Senior Vice President — Corporate Development and Director
* John R. Stoller		Senior Vice President, General Counsel and Secretary
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President and Treasurer
* David N. McCammon		Director
* Francis J. Sehn		Director
* Debra J. Kelly-Ennis		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-19

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DEL WEBB GOLF CORP.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-20

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DEL WEBB HOME CONSTRUCTION, INC.

BY:  /s/ BRUCE E. ROBINSON

BRUCE E. ROBINSON,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
* Roger A. Cregg		Senior Vice President and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-21

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DEL WEBB LIMITED HOLDING CO.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-22

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DEL WEBB SOUTHWEST CO.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-23

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DEL WEBB TEXAS LIMITED PARTNERSHIP

By:  DEL WEBB SOUTHWEST COMPANY

Del Webb Southwest Company

General Partner

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-24

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DEL WEBB’S COVENTRY HOMES

CONSTRUCTION CO.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-25

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DEL WEBB’S COVENTRY HOMES, INC.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-26

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DEL WEBB’S COVENTRY HOMES

OF NEVADA, INC.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-27

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DEL WEBB’S SPRUCE CREEK COMMUNITIES, INC.

BY:  /s/ BRUCE E. ROBINSON

BRUCE E. ROBINSON,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-28

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DEL WEBB’S SUNFLOWER OF TUCSON, INC.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-29

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DEVTEX LAND, L.P.

By:  PN I, INC.

PN I, Inc.

General Partner

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Gregory M. Nelson		President (Principal Executive Officer)
* Donald J. Dykstra		Vice President of Finance, Assistant Secretary and Director
* Vincent J. Frees		Vice President, Controller and Director (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Assistant Secretary and Treasurer (Principal Financial Officer)
* John R. Stoller		Vice President and Secretary
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-30

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DIVOSTA AND COMPANY, INC.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Charles H. Hathaway		President (Principal Executive Officer)
* Harmon D. Smith		Vice President and Chief Financial Officer (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President and Treasurer (Principal Financial Officer)
* John R. Stoller		Vice President and Secretary
* Roger A. Cregg		Director
* Mark J. O’Brien		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-31

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DIVOSTA BUILDING CORPORATION

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Curtis K. Ring		President (Principal Executive Officer)
* Harmon D. Smith		Vice President, Chief Financial Officer and Director (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President and Treasurer (Principal Financial Officer)
* John R. Stoller		Vice President and Secretary
* Charles H. Hathaway		Director
* William E. Shannon		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-32

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

DIVOSTA HOMES, INC.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Glen T. Trotta		President and Director (Principal Executive Officer)
* Harmon D. Smith		Vice President, Chief Financial Officer and Director (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President and Treasurer (Principal Financial Officer)
* John R. Stoller		Vice President and Secretary
* Charles H. Hathaway		Vice President and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-33

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

FLORIDA BUILDING PRODUCTS, INC.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Charles H. Hathaway		President and Director (Principal Executive Officer)
* Harmon D. Smith		Vice President, Chief Financial Officer and Director (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President and Treasurer (Principal Financial Officer)
* John R. Stoller		Vice President and Secretary
* William E. Shannon		Vice President and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-34

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

FLORIDA CLUB HOMES, INC

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* William E. Shannon		President and Director (Principal Executive Officer)
* Harmon D. Smith		Vice President, Chief Financial Officer and Director (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President and Treasurer (Principal Financial Officer)
* John R. Stoller		Vice President and Secretary
* Charles H. Hathaway		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-35

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

HAMMOCK RESERVE DEVELOPMENT COMPANY

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* William E. Shannon		President and Director (Principal Executive Officer)
* Harmon D. Smith		Vice President, Chief Financial Officer and Director (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President and Treasurer (Principal Financial Officer)
* John R. Stoller		Vice President and Secretary
* Charles H. Hathaway		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-36

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

HARRISON HILLS, LLC

By:  WIL CORPORATION

Wil Corporation

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Vincent J. Frees		President, Chief Financial Officer, Controller and Director (Principal Executive and Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer, and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Vice President, Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-37

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

ISLAND WALK DEVELOPMENT COMPANY

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* William E. Shannon		President and Director (Principal Executive Officer)
* Harmon D. Smith		Vice President, Chief Financial Officer and Director (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President and Treasurer (Principal Financial Officer)
* John R. Stoller		Vice President and Secretary
* Charles H. Hathaway		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-38

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

MOUNTAIN VIEW TWO, LLC

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel and Secretary
* Gregory M. Nelson		Assistant Secretary
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-39

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

NEW MEXICO ASSET CORPORATION

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-40

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

NEW MEXICO ASSET LIMITED PARTNERSHIP

By:  DEL WEBB CORPORATION

Dell Webb Corporation

General Partner

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature	Title
* Mark J. O’Brien	President, Chief Executive Officer and Director (Principal Executive Officer)
* Roger A. Cregg	Senior Vice President, Chief Financial Officer and Director (Principal Accounting Officer)
* Michael A. O’Brien	Senior Vice President — Corporate Development and Director
* John R. Stoller	Senior Vice President, General Counsel and Secretary
* Vincent J. Frees	Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson	Vice President and Treasurer
* David N. McCammon	Director

II-41

Signature		Title
* Francis J. Sehn		Director
* Debra J. Kelly-Ennis		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-42

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

ONE WILLOWBROOK, L.L.C.

By:  WIL CORPORATION

Wil Corporation

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Vincent J. Frees		President, Chief Financial Officer, Controller and Director (Principal Executive and Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Vice President, Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-43

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PB VENTURE L.L.C.

By:  PULTE HOMES, INC.

Pulte Homes, Inc.

By:  *

John R. Stoller

Senior Vice President,

General Counsel and Secretary

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President and Director
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President and Treasurer
* John R. Stoller		Vice President and Secretary
* Roger A. Cregg		Director
*By:	/s/ BRUCE E. ROBINSON

II-44

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PBW CORPORATION

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Jeffrey A. Croft		President and Director (Principal Executive Officer)
* Vincent J. Frees		Vice President, Chief Financial Officer and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President and Treasurer (Principal Financial Officer)
* John R. Stoller		Vice President, Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-45

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PC/BRE DEVELOPMENT L.L.C.

By:  PC/BRE VENTURE L.L.C.

PC/BRE Venture L.L.C.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson

Senior Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* John S. Gallagher		President (Principal Executive Officer)
* Roger A. Cregg		Treasurer and Chief Financial Officer
* John R. Stoller		Secretary
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-46

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PC/BRE SPRINGFIELD L.L.C.

By:  PC/BRE VENTURE L.L.C.

PC/BRE Venture L.L.C.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson

Senior Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* John S. Gallagher		President (Principal Executive Officer)
* Roger A. Cregg		Treasurer and Chief Financial Officer
* John R. Stoller		Secretary
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-47

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PC/BRE VENTURE L.L.C.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Senior Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* John S. Gallagher		President (Principal Executive Officer)
Roger A. Cregg		Treasurer and Chief Financial Officer
John R. Stoller		Secretary
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-48

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PC/BRE WHITNEY OAKS L.L.C.

By:  /s/ PC/BRE VENTURE L.L.C.

PC/ BRE Venture L.L.C.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Senior Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* John S. Gallagher		President (Principal Executive Officer)
Roger A. Cregg		Treasurer and Chief Financial Officer
John R. Stoller		Secretary
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-49

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PC/BRE WINFIELD L.L.C.

By:  /s/ PC/BRE VENTURE L.L.C.

PC/BRE Venture L.L.C.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Senior Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* John S. Gallagher		President (Principal Executive Officer)
Roger A. Cregg		Treasurer and Chief Financial Officer
John R. Stoller		Secretary
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-50

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PC/PALM BEACH, INC.

By:  *

John R. Stoller,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President and Director (Principal Executive Officer)
* Bruce E. Robinson		Vice President and Treasurer (Principal Financial and Accounting Officer)
* John R. Stoller		Vice President, Secretary and Director
* Roger A. Cregg		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-51

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PH1 CORPORATION

By:  *

John R. Stoller

Senior Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President and Chief Executive Officer
* Roger A. Cregg		Treasurer (Principal Financial and Accounting Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-52

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PH2 CORPORATION

By:  *

John R. Stoller

Senior Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President and Chief Executive Officer
* Roger A. Cregg		Treasurer (Principal Financial and Accounting Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-53

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PN I, INC.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Gregory M. Nelson		President (Principal Executive Officer)
* Donald J. Dykstra		Vice President of Finance, Assistant Secretary and Director (Principal Financial Officer)
* Vincent J. Frees		Vice President, Controller and Director (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary
* John R. Stoller		Vice President and Secretary
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-54

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PN II, INC.

By:  *

John R. Stoller,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Steven C. Petruska		President and Director (Principal Executive Officer)
* Vincent J. Frees		Vice President and Assistant Secretary (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* Roger A. Cregg		Director
* Donald J. Dykstra		Director
* Gregory M. Nelson		Director
* Mark J. O’Brien		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-55

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE COMMUNITIES NJ, LIMITED PARTNERSHIP

By:  PRESERVE I, INC.

Preserve I, Inc.

General Partner

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Vincent J. Frees		President, Chief Financial Officer and Director (Principal Executive and Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Vice President, Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-56

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE DEVELOPMENT CORPORATION

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* John S. Gallagher		President and Director (Principal Executive Officer)
* Vincent J. Frees		Vice President, Chief Financial Officer, Controller and Director (Principal Financial Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Accounting Officer)
* John R. Stoller		Vice President and Secretary
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-57

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE HOME CORPORATION

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Robert J. Halso		President (Principal Executive Officer)
* Vincent J. Frees		Vice President, Controller and Director (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Vice President, General Counsel, Secretary and Director
* Mark J. O’Brien		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-58

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE HOME CORPORATION OF NEW ENGLAND

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* James R. McCabe		President and Director (Principal Executive Officer)
* Vincent J. Frees		Vice President, Chief Financial Officer and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer, and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Vice President, Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-59

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE HOME CORPORATION OF THE DELAWARE VALLEY

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* William E. Reiser, Jr.		President (Principal Executive Officer)
* Vincent J. Frees		Vice President of Finance (Principal Financial Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary
* John R. Stoller		Vice President, Secretary and Director
* James Rorison		Controller and Assistant Secretary (Principal Accounting Officer)
* Jeffrey A. Croft		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-60

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE HOMES OF GREATER KANSAS CITY, INC.

BY:  *

John R. Stoller,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Tamara S. Gross		President (Principal Executive Officer)
* Peter Keane		Vice President of Finance, Treasurer and Controller (Principal Financial and Accounting Officer)
* John R. Stoller		Vice President, Secretary and Director
* Robert J. Halso		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-61

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE HOMES OF MICHIGAN CORPORATION

By:  *

John R. Stoller,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Jeffery K. Parsigian		President and Director (Principal Executive Officer)
* Peter Keane		Vice President of Finance and Treasurer (Principal Financial and Accounting Officer)
* John R. Stoller		Vice President, Secretary and Director
* Robert J. Halso		Director
* Robert P. Schafer		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-62

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE HOMES OF MICHIGAN I LIMITED PARTNERSHIP

BY:  PULTE MICHIGAN HOLDINGS CORPORATION

Pulte Homes of Michigan Corporation,

General Partner

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Senior Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Jeffery K. Parsigian		President and Director (Principal Executive Officer)
* Peter Keane		Vice President of Finance and Treasurer (Principal Financial and Accounting Officer)
* John R. Stoller		Vice President, Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-63

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE HOMES OF MINNESOTA CORPORATION

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Thomas J. Standke		President, Chief Executive Officer and Director (Principal Executive Officer)
* Vincent J. Frees		Vice President, Chief Financial Officer and Director (Principal Financial Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary
* John R. Stoller		Vice President, Secretary and Director
* Jeffrey Parks		Controller (Principal Accounting Officer)
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-64

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE HOMES OF NEW YORK, INC.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* William E. Weber		President and Director (Principal Executive Officer)
* James Rorison		Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Vice President, Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-65

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE HOMES OF NJ, LIMITED PARTNERSHIP

By:  PULTE HOME CORPORATION OF THE

DELAWARE VALLEY

Pulte Home Corporation of the Delaware Valley

General Partner

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* William E. Reiser, Jr.		President (Principal Executive Officer)
* Vincent J. Frees		Vice President of Finance (Principal Financial Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary
* John R. Stoller		Vice President, Secretary and Director
* James Rorison		Controller and Assistant Secretary (Principal Accounting Officer)
* Jeffrey A. Croft		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-66

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE HOMES OF OHIO CORPORATION

By:  *

John R. Stoller,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Gregory C. Williams		President and Director (Principal Executive Officer)
* Peter Keane		Vice President of Finance, Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)
* John R. Stoller		Vice President and Secretary
* Robert J. Halso		Director
* Robert P. Schafer		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-67

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE HOMES OF PA, LIMITED PARTNERSHIP

BY:  PULTE HOME CORPORATION OF THE            

DELAWARE VALLEY

Pulte Home Corporation of the Delaware Valley

General Partner

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* William E. Reiser, Jr.		President (Principal Executive Officer)
* Vincent J. Frees		Vice President of Finance (Principal Financial Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary
* John R. Stoller		Vice President, Secretary and Director
* James Rorison		Controller and Assistant Secretary (Principal Accounting Officer)
* Jeffrey A. Croft		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-68

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE HOMES OF SOUTH CAROLINA, INC.

BY:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Norman B. White		President and Director (Principal Executive Officer)
* Vincent J. Frees		Vice President, Chief Financial Officer and Controller (Principal Financial and Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary
* John R. Stoller		Vice President, Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-69

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE HOMES OF TEXAS, L.P.

By:  PN I, INC.

PN I, Inc.

General Partner

By:  *

John R. Stoller,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Gregory M. Nelson		President (Principal Executive Officer)
* Donald J. Dykstra		Vice President of Finance, Assistant Secretary and Director (Principal Financial Officer)
* Vincent J. Frees		Vice President, Controller and Director (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary
* John R. Stoller		Vice President and Secretary
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-70

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE HOMES TENNESSEE LIMITED PARTNERSHIP

By:  RADNOR HOMES, INC.

Radnor Homes

General Partner

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Norman B. White		President and Director (Principal Executive Director)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President and Treasurer (Principal Financial and Accounting Officer)
* John R. Stoller		Vice President, Secretary and Director
* Roger A. Cregg		Director
* Mark J. O’Brien		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-71

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE-IN CORP.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Vincent J. Frees		President and Controller (Principal Executive and Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Vice President, Secretary and Director
* Robert J. Halso		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-72

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE LAND COMPANY, LLC

By:  PULTE HOMES, INC.

Pulte Homes, Inc.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Howard A. Fingeroot		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Vice President and Secretary
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-73

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE LAND DEVELOPMENT CORPORATION

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Howard A. Fingeroot		President (Principal Executive Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
* Robert J. Halso		Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-74

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE LIFESTYLES COMMUNITIES, INC.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Kenneth A. Simons		President and Director (Principal Executive Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Accounting Officer)
* Richard Heuser		Controller (Principal Accounting Officer)
* John R. Stoller		Vice President, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-75

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE MICHIGAN HOLDINGS CORPORATION

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Jeffery K. Parsigian		President and Director (Principal Executive Officer)
* Peter Keane		Vice President — Finance and Treasurer (Principal Financial and Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President and Assistant Secretary
* John R. Stoller		Vice President, Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-76

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE MICHIGAN SERVICES, LLC

By:  PULTE DIVERSIFIED COMPANIES, INC.

Pulte Diversified Companies, Inc.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President and Director (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Vice President, Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-77

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

PULTE PAYROLL CORPORATION

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Michael A. O’Brien		President and Director (Principal Executive Officer)
* Vincent J. Frees		Vice President of Finance and Controller (Principal Financial and Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary
* John R. Stoller		Vice President, Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-78

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

RADNOR HOMES, INC.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Norman B. White		President and Director (Principal Executive Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President and Treasurer (Principal Financial and Accounting Officer)
* John R. Stoller		Vice President, Secretary and Director
* Roger A. Cregg		Director
* Mark J. O’Brien		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-79

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

RIVERWALK OF THE PALM BEACHES

DEVELOPMENT COMPANY, INC

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* William E. Shannon		President and Director (Principal Executive Officer)
* Harmon D. Smith		Vice President, Chief Financial Officer and Director (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President and Treasurer (Principal Financial Officer)
* Charles H. Hathaway		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-80

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

RN ACQUISITION 2 CORP.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Norman B. White		President and Director (Principal Executive Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President and Treasurer (Principal Financial and Accounting Officer)
* John R. Stoller		Vice President, Secretary and Director
* Robert J. Halso		Director
* Mark J. O’Brien		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-81

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

SEAN/CHRISTOPHER HOMES, INC.

By:  *

John R. Stoller,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Robert J. Halso		President and Director (Principal Executive Officer)
* Peter Keane		Vice President of Finance and Treasurer (Principal Financial and Accounting Officer)
* John R. Stoller		Vice President and Secretary
* Robert P. Schafer		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-82

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

SPRUCE CREEK SOUTH UTILITIES, INC.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-83

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

TERRAVITA CORP.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-84

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

TERRAVITA HOME CONSTRUCTION CO.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Mark J. O’Brien		President (Principal Executive Officer)
* Vincent J. Frees		Vice President and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Senior Vice President, General Counsel, Secretary and Director
* Gregory M. Nelson		Vice President, Assistant Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-85

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

VILLAGE WALK DEVELOPMENT COMPANY, INC.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* William E. Shannon		President and Director (Principal Executive Officer)
* Harmon D. Smith		Vice President, Chief Financial Officer and Director (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President and Treasurer (Principal Financial Officer)
* John R. Stoller		Vice President and Secretary
* Charles H. Hathaway		Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-86

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

WIL CORPORATION

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Vincent J. Frees		President, Chief Financial Officer, Controller and Director (Principal Executive and Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Vice President, Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-87

SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on April 23, 2002.

WILBEN, LLLP

By:  PBW CORP.

PBW Corp.

By:  /s/ BRUCE E. ROBINSON

Bruce E. Robinson,

Vice President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on April 23, 2002 by the following persons in the capacities indicated.

Signature		Title
* Jeffrey A. Croft		President and Director (Principal Executive Officer)
* Vincent J. Frees		Vice President, Chief Financial Officer and Controller (Principal Accounting Officer)
/s/ BRUCE E. ROBINSON Bruce E. Robinson		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)
* John R. Stoller		Vice President, Secretary and Director
*By:	/s/ BRUCE E. ROBINSON Bruce E. Robinson Attorney in Fact

II-88

Exhibit Index

Exhibit No.		Description
	2.1	Plan and Agreement of merger dated as of April 30, 2001, among Del Webb Corporation, Pulte Corporation and Pulte Acquisition Corporation. (Incorporated by reference to Exhibit 2.1 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333-62518).
	3.1	Articles of Incorporation, as amended, of Pulte Homes, Inc. (Incorporated by reference to Exhibit 3.1 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 33-62518)
	3.2	By-laws of Pulte Homes, Inc. (Incorporated by reference to Exhibit 3.1 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 33-62518)
	4.1	Senior Note Indenture dated as of October 24, 1995 among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Corporation, relating to Pulte Corporation’s 7.3% unsecured Senior Notes due 2005 ($125,000,000 original aggregate principal amount) and 7.625% unsecured Senior Notes due 2017 ($150,000,000 original aggregate principal amount). (Incorporated by reference to Exhibit (c) 1 to Pulte Corporation’s Current Report on Form 8-K dated October 20, 1995).
	4.2	Indenture Supplement dated as of August 27, 1997 among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.2 to Pulte Corporation’s Current Report on Form 8-K dated October 6, 1997).
	4.3	Indenture Supplement dated as of March 20, 1998 among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.2 to Pulte Corporation’s Current Report on Form 8-K dated March 24, 1998).
	4.4	Indenture Supplement dated January 31, 1999 among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.2 to Pulte Corporation’s Current Report on Form 8-K dated March 3, 1999).
	4.5	Indenture Supplement dated April 3, 2000 among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.5 to Pulte Corporation’s Registration Statement of Form S-4, Registration No. 333-36814).
	4.6	Indenture Supplement dated February 21, 2001 among Pulte Corporation, Bank One Trust Company, National Association (as successor Trustee to The first National Bank of Chicago), and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.2 to Pulte Corporation’s Current Report on Form 8-K dated February 23, 2001).
	4.7	Indenture Supplement dated July 31, 2001 among Pulte Homes, Inc., Bank One Trust Company, National Association (as successor Trustee to The first National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.7 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333-70786).
	4.8	Indenture Supplement dated August 6, 2001 among Pulte Homes, Inc., Bank One Trust Company, National Association (as successor Trustee to The first National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.8 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333-70786).

Exhibit No.		Description
	4.9	Senior Note Indenture dated as of December 1, 1993 among Pulte Corporation, The Bank of New York (as successor Trustee to NationsBank of Georgia, National Association), Pulte Home Corporation and certain subsidiaries of Pulte Corporation, relating to Pulte Corporation’s 8.375% unsecured Senior Notes due 2004 ($115,000,000 original aggregate principal amount) and 7% unsecured Senior Notes due 2003 ($100,000,000 original aggregate principal amount) (Incorporated by reference to Exhibit 4.1 to Pulte Corporation’s Registration Statement on Form S-3, Registration No. 33-71742).
	4.10	Indenture Supplement dated August 27, 1997 among Pulte Corporation, The Bank of New York (as successor Trustee to NationsBank of Georgia, National Association), Pulte Home Corporation and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.1 to Pulte Corporation’s Current Report on Form 8-K dated October 6, 1997).
	4.11	Indenture Supplement dated March 20, 1998 among Pulte Corporation, The Bank of New York (as successor Trustee to NationsBank of Georgia, National Association), Pulte Home Corporation and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.1 to Pulte Corporation’s Current Report on Form 8-K dated March 24, 1998).
	4.12	Indenture Supplement dated January 31, 1999 among Pulte Corporation, The Bank of New York (as successor Trustee to NationsBank of Georgia, National Association), Pulte Home Corporation and certain subsidiaries of Pulte Corporation. (Incorporated by reference to Exhibit 4.1 to Pulte Corporation’s Current Report on Form 8-K dated March 3, 1999).
	4.13	Indenture Supplement dated July 31, 2001 among Pulte Homes, Inc., The Bank of New York (as successor Trustee to NationsBank of Georgia, National Association), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.13 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333- 70786).
	4.14	Senior Note Indenture dated as of February 18, 1999 among Del Webb Corporation and Bank of Montreal Trust Company, relating to Del Webb Corporation’s 10 1/4% Senior Subordinated Debentures due 2010 ($200,000,000 original aggregate principal amount). (Incorporated by reference to Exhibit 1.2 to Del Webb Corporation’s current report on Form 8-K dated February 18, 1999).
	4.15	Senior Note Indenture dated as of May 11, 1998 among Del Webb Corporation and State Street Bank and Trust Company, relating to Del Webb Corporation’s 9 3/8% Senior Subordinated Debentures due 2009 ($200,000,000 original aggregate principal amount). (Incorporated by reference to Exhibit 1.1 to Del Webb Corporation’s current report on Form 8-K dated May 11, 1998).
	4.16	Senior Note Indenture dated as of February 11, 1994 among Del Webb Corporation and The Bank of New York, relating to Del Webb Corporation’s 9% Senior Subordinated Debentures due 2006 ($100,000,000 original aggregate principal amount). (Incorporated by reference to Exhibit 4.1 to Del Webb Corporation’s current report on Form 8-K dated February 11, 1994).
	4.17	Credit Agreement dated as of August 31, 2000, among Pulte Homes, Inc., and each of the Material Subsidiaries of Pulte, and Bank of America, N.A., as Administrative Agent, Bank One, NA, as Syndication Agent, and Comerica Bank, as Co-Agent. (Incorporated by reference to Exhibit 4.18 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333-70786).
	4.18	First Amendment dated February 16, 2001 to Credit Agreement dated as of August 31, 2000, among Pulte Homes, Inc., and each of the Material Subsidiaries of Pulte, and Bank of America, N.A., as Administrative Agent, Bank One, NA, as Syndication Agent, and Comerica Bank, as Co-Agent. (Incorporated by reference to Exhibit 4.19 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333-70786).

Exhibit No.		Description
	4.19	Second Amendment dated July 30, 2001 to Credit Agreement dated as of August 31, 2000, among Pulte Homes, Inc., and each of the Material Subsidiaries of Pulte, and Bank of America, N.A., as Administrative Agent, Bank One, NA, as Syndication Agent, and Comerica Bank, as Co-Agent. (Incorporated by reference to Exhibit 4.20 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333-70786).
	4.20	Intercreditor and Subordination Agreement dated as of July 31, 2001, among Asset Seven Corp., each subsidiary of Pulte Homes, Inc. that from time to time executes an Intercreditor Joinder Agreement, Bank of America, N.A., as Administrative Agent for the Five Year Lenders, Citicorp Real Estate, Inc., as Administrative Agent for the Bridge Lenders, and Bank One Trust Company, National Association, as Trustee for the Noteholders. (Incorporated by reference to Exhibit 4.21 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333-70786).
	4.21	Form of Letter of Representations. (Incorporated by reference to Exhibit 4.22 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333- 70786).
	4.22	Registration Rights Agreement dated August 6, 2001 among Pulte Homes, Inc. and Salomon Smith Barney, Inc., as the Initial Purchaser Representative. (Incorporated by reference to Exhibit 4.23 to Pulte Homes, Inc.’s Registration Statement on Form S-4, Registration No. 333-70786).
	4.23	Registration Rights Agreement dated April 3, 2000 among Pulte Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the Initial Purchaser Representative. (Incorporated by reference to Exhibit 4.17 to Pulte Corporation’s Registration Statement on Form S-4, Registration No. 333-36814).
	4.24	Underwriting Agreement dated February 21, 2001 among Pulte Corporation, Banc One Capital Markets, Inc., Banc of America Securities LLC, Merrill Lynch & Co., Comerica Securities, Inc., and SunTrust Equitable Securities Corporation, and the Guarantors named therein. (Incorporated by reference to Exhibit 1.1 to Pulte Corporation’s Current Report on Form 8-K dated February 23, 2001).
	4.25	Pricing Agreement dated February 21, 2001 among Pulte Corporation, Banc One Capital Markets, Inc., Banc of America Securities LLC, Merrill Lynch & Co., Comerica Securities, Inc., and SunTrust Equitable Securities Corporation, and the Guarantors named therein. (Incorporated by reference to Exhibit 1.2 to Pulte Corporation’s Current Report on Form 8-K dated February 23, 2001).
	4.26**	Declaration of Trust of PH Trust I.
	4.27**	Declaration of Trust of PH Trust II.
	4.28***	Form of Amended and Restated Declaration of Trust
	4.29**	Certificate of Trust of PH Trust I.
	4.30**	Certificate of Trust of PH Trust II.
	4.31***	Form of Trust Preferred Security (to be included in Exhibit 4.28)
	4.32**	Form of Pulte Homes, Inc. Guarantee Agreement.
	5.1**	Opinion of Honigman, Miller Schwartz and Cohn
	12.1**	Computation of Ratio of Earnings to Fixed Charges
	23.1**	Consent of Honigman Miller Schwartz and Cohn (included in Exhibit 5.1 hereto).
	23.2**	Consent of Ernst & Young LLP.
	24.1	Power of Attorney (included in Pulte Homes, Inc. signature page hereto).
	25.1	Statement of Eligibility of trustee on Form T-1 of Bank One Trust Company, National Association. (Incorporated by reference to Exhibit 25.1 to Pulte Corporation’s Registration Statement on Form S-3, Registration No. 333-54978).

*	Pulte will file as an exhibit to a Current Report on Form 8-K (i) any underwriting agreement, including any remarketing agreement, relating to securities offered hereby, (ii) the instruments setting forth the terms of any debt securities, common stock, warrants, stock purchase contracts or stock purchase units and (iii) any required opinion of counsel to Pulte as to certain tax matters relative to the securities offered hereby.
**	Filed herewith
***	To be filed either by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.

EX-4.26

                                                                    EXHIBIT 4.26


                        DECLARATION OF TRUST PH TRUST I


         DECLARATION OF TRUST, dated as of April 23, 2002 between Pulte Homes,
Inc., a Michigan corporation, as Sponsor (the "Sponsor"), Bank One Trust
Company, National Association, as trustee (the "Property Trustee"), Bank One
Delaware, Inc. , as trustee (the "Delaware Trustee"), and Bruce E. Robinson, as
trustee (the "Regular Trustee") (the Property Trustee, the Delaware Trustee and
the Regular Trustee, collectively the "Trustees"). The Sponsor and the Trustees
hereby agree as follows:

         1. The Delaware business trust created hereby shall be known as "PH
Trust I" (the "Trust"), in which name the Trustees, or the Sponsor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

         2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. The Trust hereby acknowledges receipt of such amount from
the Sponsor, which amount shall constitute the initial trust estate. It is the
intention of the parties hereto that the Trust created hereby constitute a
business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code
Section 3801 et seq. (the "Business Trust Act"), and that this document
constitutes the government instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Secretary of State of the State of Delaware in such form as the Trustees may
approve in accordance with the provisions of the Business Trust Act. The Trust
is hereby established by the Sponsor and the Trustees for the purposes of (i)
issuing preferred securities representing undivided beneficial interests in the
assets of the Trust ("Preferred Securities") in exchange for cash and investing
the proceeds thereof in debt securities of the Sponsor, (ii) issuing and selling
common securities representing undivided beneficial interests in the assets of
the Trust ("Common Securities") to the Sponsor in exchange for cash and
investing the proceeds thereof in debt securities of the Sponsor and (iii)
engaging in such other activities as are necessary or incidental thereto.

         3. The Sponsor and the Trustees will enter into an Amended and Restated
Declaration of Trust, satisfactory to each such party and substantially in the
form included as an exhibit to the Securities Act Registration Statement
referred to below, to provide for the contemplated operation of the Trust
created hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and delivery of such
Amended and Restated Declaration of Trust, the Trustees shall not have any duty
or obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.

4. The Sponsor, as the sponsor of the Trust, is hereby authorized (i) to prepare
and file with the Securities and Exchange Commission (the "Commission") and
execute, in each case on behalf of the Trust, (a) a Registration Statement on
Form S-3 or on such other form or forms as may be appropriate, including without
limitation any registration statement of the type contemplated by Rule 462(b) of
the Securities Act of 1933, as amended (the "Securities Act") (any such
registration statement, whether on Form S-3, another form or under Rule 462(b)
being






referred to herein as the "Securities Act Registration Statement"), including
any pre-effective or post-effective amendments to such Registration Statement,
relating to the registration under the Securities Act of the Preferred
Securities and certain other securities of the Sponsor and (b) if the Sponsor
shall deem it desirable, a Registration Statement on Form 8-A (the "Exchange Act
Registration Statement"), including all pre-effective and post-effective
amendments thereto, relating to the registration of the Preferred Securities
under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) if the
Sponsor shall deem it desirable, to prepare and file with New York Stock
Exchange, Inc. or any other automated quotation system, exchange or
over-the-counter market (collectively, the "Exchanges") and execute on behalf of
the Trust a listing application or applications and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on any Exchange;
(iii) to prepare and file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as the Sponsor, on behalf of
the Trust, may deem necessary or desirable to register the Preferred Securities
under the securities or "Blue Sky" laws of such jurisdictions as the Sponsor, on
behalf of the Trust, may deem necessary or desirable; (iv) to negotiate the
terms of and execute on behalf of the Trust an underwriting or other purchase
agreement among the Trust, the Sponsor and any underwriter(s), dealer(s) or
agent(s) relating to the Preferred Securities, as the Sponsor, on behalf of the
Trust, may deem necessary or desirable; and (v) to execute and deliver on behalf
of the Trust letters or documents to, or instruments for filing with, a
depository relating to the Preferred Securities. In the event that any filing
referred to in clauses (i)-(iii) above is required by the rules and regulations
of the Commission, any Exchange, the National Association of Securities Dealers,
Inc. or state securities or blue sky laws, to be executed on behalf of the
Trustee by a Trustee, any natural person appointed pursuant to Section 6 hereof,
in his or her capacity as trustee of the Trust, and the Sponsor are hereby
authorized to join in any such filing and to execute on behalf of the Trust any
and all of the foregoing.

         5. This Declaration of Trust may be executed in one or more
counterparts.

         6. The number of Trustees initially shall be three (3) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Sponsor that may increase or decrease the
number of Trustees; provided, however, that the number of Trustees shall in no
event be less than three (3); and provided, further that to the extent required
by the Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity that
has its principal place of business in the State of Delaware and meets other
requirements imposed by applicable law. Subject to the foregoing, the Sponsor is
entitled to appoint or remove without cause any Trustee at any time. Any Trustee
may resign upon thirty days' prior notice to the Sponsor.

         7. The Trust may be dissolved and terminated at the election of the
Sponsor.

         8. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principals).








         IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.

                                PULTE HOMES, INC., as Sponsor


                                         /s/  Bruce E. Robinson
                                By: ------------------------------------
                                         Name: Bruce E. Robinson
                                         Title: Vice President and Treasurer

                                BANK ONE TRUST COMPANY,  National Association
                                as Property Trustee


                                         /s/  John Prendiville
                                By: ------------------------------------
                                         Name: John Prendiville
                                         Title: Authorized Officer

                                BANK ONE DELAWARE, INC.
                                as Delaware Trustee


                                         /s/ John Prendiville
                                By: ------------------------------------
                                         Name: John Prendiville
                                         Title: Authorized Officer


                                BRUCE E. ROBINSON,
                                as Regular Trustee


                                         /s/  Bruce E. Robinson
                                By: ------------------------------------
                                         Name: Bruce E. Robinson

EX-4.27

                                                                    EXHIBIT 4.27

                        DECLARATION OF TRUST PH TRUST II


         DECLARATION OF TRUST, dated as of April 23, 2002 between Pulte Homes,
Inc., a Michigan corporation, as Sponsor (the "Sponsor"), Bank One Trust
Company, National Association, as trustee (the "Property Trustee"), Bank One
Delaware, Inc. , as trustee (the "Delaware Trustee"), and Bruce E. Robinson, as
trustee (the "Regular Trustee") (the Property Trustee, the Delaware Trustee and
the Regular Trustee, collectively the "Trustees"). The Sponsor and the Trustees
hereby agree as follows:

         1. The Delaware business trust created hereby shall be known as "PH
Trust II" (the "Trust"), in which name the Trustees, or the Sponsor to the
extent provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

         2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. The Trust hereby acknowledges receipt of such amount
from the Sponsor, which amount shall constitute the initial trust estate. It is
the intention of the parties hereto that the Trust created hereby constitute a
business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code
Section 3801 et seq. (the "Business Trust Act"), and that this document
constitutes the government instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Secretary of State of the State of Delaware in such form as the Trustees may
approve in accordance with the provisions of the Business Trust Act. The Trust
is hereby established by the Sponsor and the Trustees for the purposes of (i)
issuing preferred securities representing undivided beneficial interests in the
assets of the Trust ("Preferred Securities") in exchange for cash and investing
the proceeds thereof in debt securities of the Sponsor, (ii) issuing and selling
common securities representing undivided beneficial interests in the assets of
the Trust ("Common Securities") to the Sponsor in exchange for cash and
investing the proceeds thereof in debt securities of the Sponsor and (iii)
engaging in such other activities as are necessary or incidental thereto.

         3. The Sponsor and the Trustees will enter into an Amended and Restated
Declaration of Trust, satisfactory to each such party and substantially in the
form included as an exhibit to the Securities Act Registration Statement
referred to below, to provide for the contemplated operation of the Trust
created hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and delivery of such
Amended and Restated Declaration of Trust, the Trustees shall not have any duty
or obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.

         4. The Sponsor, as the sponsor of the Trust, is hereby authorized (i)
to prepare and file with the Securities and Exchange Commission (the
"Commission") and execute, in each case on behalf of the Trust, (a) a
Registration Statement on Form S-3 or on such other form or forms as may be
appropriate, including without limitation any registration statement of the type
contemplated by Rule 462(b) of the Securities Act of 1933, as amended (the
"Securities Act") (any such registration statement, whether on Form S-3, another
form or under Rule 462(b) being






referred to herein as the "Securities Act Registration Statement"), including
any pre-effective or post-effective amendments to such Registration Statement,
relating to the registration under the Securities Act of the Preferred
Securities and certain other securities of the Sponsor and (b) if the Sponsor
shall deem it desirable, a Registration Statement on Form 8-A (the "Exchange Act
Registration Statement"), including all pre-effective and post-effective
amendments thereto, relating to the registration of the Preferred Securities
under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) if the
Sponsor shall deem it desirable, to prepare and file with New York Stock
Exchange, Inc. or any other automated quotation system, exchange or
over-the-counter market (collectively, the "Exchanges") and execute on behalf of
the Trust a listing application or applications and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on any Exchange;
(iii) to prepare and file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as the Sponsor, on behalf of
the Trust, may deem necessary or desirable to register the Preferred Securities
under the securities or "Blue Sky" laws of such jurisdictions as the Sponsor, on
behalf of the Trust, may deem necessary or desirable; (iv) to negotiate the
terms of and execute on behalf of the Trust an underwriting or other purchase
agreement among the Trust, the Sponsor and any underwriter(s), dealer(s) or
agent(s) relating to the Preferred Securities, as the Sponsor, on behalf of the
Trust, may deem necessary or desirable; and (v) to execute and deliver on behalf
of the Trust letters or documents to, or instruments for filing with, a
depository relating to the Preferred Securities. In the event that any filing
referred to in clauses (i)-(iii) above is required by the rules and regulations
of the Commission, any Exchange, the National Association of Securities Dealers,
Inc. or state securities or blue sky laws, to be executed on behalf of the
Trustee by a Trustee, any natural person appointed pursuant to Section 6 hereof,
in his or her capacity as trustee of the Trust, and the Sponsor are hereby
authorized to join in any such filing and to execute on behalf of the Trust any
and all of the foregoing.

         5. This Declaration of Trust may be executed in one or more
counterparts.

         6. The number of Trustees initially shall be three (3) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Sponsor that may increase or decrease the
number of Trustees; provided, however, that the number of Trustees shall in no
event be less than three (3); and provided, further that to the extent required
by the Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity that
has its principal place of business in the State of Delaware and meets other
requirements imposed by applicable law. Subject to the foregoing, the Sponsor is
entitled to appoint or remove without cause any Trustee at any time. Any Trustee
may resign upon thirty days' prior notice to the Sponsor.

         7. The Trust may be dissolved and terminated at the election of the
Sponsor.

         8. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principals).








         IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.

                              PULTE HOMES, INC., as Sponsor


                                       /s/  Bruce E. Robinson
                              By: ------------------------------------
                                       Name: Bruce E. Robinson
                                       Title: Vice President and Treasurer

                              BANK ONE TRUST COMPANY,  National Association
                              as Property Trustee


                                       /s/  John Prendiville
                              By: ------------------------------------
                                       Name: John Prendiville
                                       Title: Authorized Officer

                              BANK ONE DELAWARE, INC.
                              as Delaware Trustee


                                       /s/ John Prendiville
                              By: ------------------------------------
                                       Name: John Prendiville
                                       Title: Authorized Officer


                              BRUCE E. ROBINSON,
                              as Regular Trustee


                                       /s/  Bruce E. Robinson
                              By: ------------------------------------
                                       Name: Bruce E. Robinson

EX-4.29

                                                                    EXHIBIT 4.29

                              CERTIFICATE OF TRUST

                                       OF

                                   PH TRUST I

         THIS CERTIFICATE OF TRUST of PH Trust I (the "Trust"), dated as of
April __, 2002, is being duly executed and filed by the undersigned, as
trustees, with the Secretary of State of the State of Delaware to form a
business trust under the Delaware Business Trust Act (12 Del. Code Section 3801
et seq.).

         1. Name. The name of the business trust being formed hereby is "PH
Trust I."

         2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware is Bank
One Delaware, Inc., Three Christina Center, 201 North Walnut Street, Wilmington,
Delaware 19801.

         3. Effective Date. This Certificate of Trust shall be effective at the
time of its filing with the Secretary of State of the State of Delaware.

         4. Counterparts. This Certificate of Trust may be executed in one or
more counterparts.





          IN WITNESS WHEREOF, the undersigned, being all of the trustees of the
Trust at the time of filing this Certificate of Trust, have executed this
Certificate of Trust as of the date first above written.

                                     BANK ONE TRUST COMPANY,
                                     National Association,
                                     as Property Trustee

                                     By:      /s/  John Prendiville
                                              --------------------------
                                              Name:  John Prendiville
                                              Title:    Authorized Officer


                                     BANK ONE DELAWARE, INC.,
                                     as Property Trustee


                                     By:       /s/ John Prendiville
                                              --------------------------
                                              Name:  John Prendiville
                                              Title:    Authorized Officer


                                     BRUCE ROBINSON,
                                     as Regular Trustee

                                     By:      /s/  Bruce Robinson
                                              --------------------------
                                              Name:  Bruce Robinson

EX-4.30

                                                                    EXHIBIT 4.30


                              CERTIFICATE OF TRUST

                                       OF

                                   PH TRUST II

         THIS CERTIFICATE OF TRUST of PH Trust II (the "Trust"), dated as of
April __, 2002, is being duly executed and filed by the undersigned, as
trustees, with the Secretary of State of the State of Delaware to form a
business trust under the Delaware Business Trust Act (12 Del. Code Section 3801
et seq.).

         1. Name. The name of the business trust being formed hereby is "PH
Trust II."

         2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware is Bank
One Delaware, Inc., Three Christina Center, 201 North Walnut Street, Wilmington,
Delaware 19801.

         3. Effective Date. This Certificate of Trust shall be effective at the
time of its filing with the Secretary of State of the State of Delaware.

         4. Counterparts. This Certificate of Trust may be executed in one or
more counterparts.





          IN WITNESS WHEREOF, the undersigned, being all of the trustees of the
Trust at the time of filing this Certificate of Trust, have executed this
Certificate of Trust as of the date first above written.

                                    BANK ONE TRUST COMPANY,
                                    National Association,
                                    as Property Trustee

                                    By:      /s/  John Prendiville
                                             --------------------------
                                             Name:  John Prendiville
                                             Title:    Authorized Officer


                                    BANK ONE DELAWARE, INC.,
                                    as Property Trustee


                                    By:       /s/ John Prendiville
                                             --------------------------
                                             Name: John Prendiville
                                             Title:   Authorized Officer


                                    BRUCE ROBINSON,
                                    as Regular Trustee

                                    By:      /s/  Bruce Robinson
                                             --------------------------
                                             Name:  Bruce Robinson

EX-4.32

                                                                    EXHIBIT 4.32


                                     FORM OF

                                PULTE HOMES, INC.

                               GUARANTEE AGREEMENT

                                PH TRUST [I] [II]

                          Dated as of ______ ___, ____




                               GUARANTEE AGREEMENT

         This GUARANTEE AGREEMENT, dated as of __________, ____, is executed and
delivered by PULTE HOMES, INC., a Michigan corporation (the "Guarantor"), and
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as
the initial Guarantee Trustee (as defined herein) for the benefit of the Holders
(as defined herein) from time to time of the Preferred Securities (as defined
herein) of PH Trust [I] [II], a Delaware statutory business trust (the
"Issuer").

         WHEREAS, pursuant to an [Amended and Restated] Declaration of Trust
(the "Declaration"), dated as of ______________, ____ among the trustees of the
Issuer named therein, Pulte Homes, Inc., as Sponsor, and the Holders from time
to time of preferred undivided beneficial interests in the assets of the Issuer,
the Issuer may issue up to $_____________ aggregate liquidation amount of its
_____% [Convertible] Trust Preferred Securities (the "Preferred Securities")
representing preferred undivided beneficial interests in the assets of the
Issuer and having the terms set forth in the Declaration [, of which
$_____________ liquidation amount of Preferred Securities is being issued as of
the date hereof. Up to the remaining $______________ liquidation amount of
Preferred Securities may be issued by the Issuer if and to the extent that the
over-allotment option granted by the Guarantor and the Issuer pursuant to the
Underwriting Agreement (as may be defined in the Declaration) is exercised by
the Underwriters named in the Underwriting Agreement]; and

         WHEREAS, as incentive for the Holders to purchase Preferred Securities,
the Guarantor desires to irrevocably and unconditionally agree, to the extent
set forth herein, to pay to the Holders the Guarantee Payments (as defined
herein) and to make certain other payments on the terms and conditions set forth
herein;

         NOW, THEREFORE, in consideration of the purchase by the initial
purchasers thereof of Preferred Securities, which purchase the Guarantor hereby
agrees shall benefit the Guarantor, the Guarantor executes and delivers this
Guarantee Agreement for the benefit of the Holders from time to time.





                                    ARTICLE I
                                   DEFINITIONS

         Section 1.01 Definitions.

         (a) Capitalized terms used in this Guarantee Agreement but not defined
in the preamble or recitals above have the respective meanings assigned to them
in this Section 1.01.

         (b) A term defined anywhere in this Guarantee Agreement has the same
meaning throughout.

         (c) All references to "the Guarantee Agreement" or "this Guarantee
Agreement" are to this Guarantee Agreement as modified, supplemented or amended
from time to time.

         (d) All references in this Guarantee Agreement to Articles and Sections
are to Articles and Sections of this Guarantee Agreement unless otherwise
specified.

         (e) A term defined in the Trust Indenture Act has the same meaning when
used in this Guarantee Agreement unless otherwise defined in this Guarantee
Agreement or unless the context otherwise requires.

         (f) A reference to the singular includes the plural and vice versa.
"Additional Amounts" has the meaning set forth in the Indenture.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For purposes of this definition, "control"
of a Person shall mean the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" shall have meanings correlative to the foregoing.

         "Business Day" has the meaning set forth in the Indenture.

         "Commission" means the Securities and Exchange Commission.

         "Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer and having the terms set forth
in Exhibit [ ] to the Declaration.

         "Common Stock" means the common stock, _____ par value per share, of
the Guarantor, including associated preferred share purchase rights.

         "Debentures" means the series of [convertible] unsecured [junior
subordinated] [senior] debentures issued to the [Property Trustee] [Trust] by
Pulte Homes, Inc. under the Indenture and entitled the "___% [Convertible]
[Junior Subordinated] [Senior] Debentures due _____."

         "Declaration" has the meaning set forth in the recitals above.






         "Distributions" means the periodic distributions and other payments
payable to Holders in accordance with the terms of the Preferred Securities set
forth in Exhibit [ ] to the Declaration.

         "Dollar" has the meaning set forth in the Indenture.

         "Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee Agreement; provided, however,
that, except with respect to a default in payment of any Guarantee Payment, any
such default shall constitute an Event of Default only if the Guarantor shall
have received notice of such default and shall not have cured such default
within 60 days after receipt of such notice.

         "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by or on behalf of the Issuer: (i) any accumulated and unpaid
Distributions, any Additional Amounts payable with respect to the Preferred
Securities in accordance with the terms thereof and the Redemption Price,
including all accumulated and unpaid Distributions and Additional Amounts to the
date of redemption, with respect to the Preferred Securities called for
redemption by the Issuer but only if and to the extent that in each case the
Guarantor has made a payment to the Property Trustee of principal of, any
premium or interest on or any Additional Amounts with respect to the Debentures
and (ii) upon a voluntary or involuntary dissolution of the Issuer (other than
in connection with the distribution of Debentures to Holders in exchange for
Preferred Securities or the redemption of the Preferred Securities in full upon
the maturity or redemption of the Debentures as provided in the Declaration),
the lesser of (a) the aggregate of the liquidation amount and all accumulated
and unpaid Distributions and Additional Amounts on the Preferred Securities to
the date of payment, to the extent the Issuer has funds on hand legally
available therefor, and (b) the amount of assets of the Issuer remaining
available for distribution to Holders in liquidation of the Issuer as required
by applicable law.

         "Guarantee Trustee" means Bank One Trust Company, National Association,
a national banking association, in its capacity as guarantee trustee hereunder,
until a Successor Guarantee Trustee has been appointed and has accepted such
appointment pursuant to the terms of this Guarantee Agreement, and thereafter
means each such Successor Guarantee Trustee, in its capacity as guarantee
trustee hereunder.

         "Holder" means any holder, as registered on the books and records of
the Issuer, of any Preferred Securities; provided, however, that in determining
whether the holders of the requisite percentage of Preferred Securities have
given any request, notice, consent or waiver hereunder, "Holder" shall not
include the Guarantor or any Affiliate of the Guarantor.

         "Indemnified Person" means the Guarantee Trustee, any Affiliate of the
Guarantee Trustee, and any officers, directors, shareholders, members, partners,
employees, representatives or agents of the Guarantee Trustee. "Indenture" means
the Indenture dated as of _________, ____ between Pulte Homes, Inc. and Bank One
Trust Company, National Association, as trustee, as supplemented by the ________
Supplemental Indenture thereto dated as of _______ __, ____








(the "Supplemental Indenture"), pursuant to which the Debentures are to be
issued to the [Property Trustee] [Trust].

         "Majority of Outstanding Preferred Securities" means Holder(s) of
outstanding Preferred Securities, voting together as a single class, who are the
record owners of Preferred Securities representing a majority of the outstanding
Preferred Securities.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman of the Board, the President, any Vice
Chairman of the Board, any Vice President, the chief financial officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Assistant Secretary of such Person, and delivered to the Guarantee Trustee. One
of the officers signing an Officers' Certificate given pursuant to Section 2.04
shall be the principal executive, financial or accounting officer of the -3-
Guarantor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Guarantee Agreement shall include:

         (i) a statement that the person making such certificate has read such
covenant or condition;

         (ii) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate are based;

         (iii) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

         (iv) a statement as to whether or not, in the opinion of such person,
such condition or covenant has been complied with.

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.

         "Preferred Securities" has the meaning set forth in the recitals above.

         "Property Trustee" means the Person acting as Property Trustee under
the Declaration.

         "Redemption Price" means the amount payable on redemption of the
Preferred Securities in accordance with the terms of the Preferred Securities.

         "Responsible Officer" means, when used with respect to the Guarantee
Trustee, any officer within the corporate trust department of the Guarantee
Trustee, including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the
Guarantee Trustee who customarily performs functions similar to those performed
by the Persons who at the time shall be such officers, respectively, or to whom
any







corporate trust matter is referred because of such Person's knowledge of and
familiarity with the particular subject and, in either case, who shall have
direct responsibility for the administration of this Guarantee Agreement.

         "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as a Guarantee Trustee under Section 4.01.

         "Supplemental Indenture" has the meaning specified in the definition of
Indenture.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

                                   ARTICLE II
                               TRUST INDENTURE ACT

         Section 2.01 Trust Indenture Act; Application.

         (a) This Guarantee Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Guarantee Agreement and
shall, to the extent applicable, be governed by such provisions.

         (b) If and to the extent that any provision of this Guarantee Agreement
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

         (c) The application of the Trust Indenture Act to this Guarantee
Agreement shall not affect the nature of the Preferred Securities as equity
securities representing preferred undivided beneficial interests in the assets
of the Issuer.
         Section 2.02 Lists of Holders of Preferred Securities.

         (a) The Guarantor shall provide the Guarantee Trustee (unless the
Guarantee Trustee is the registrar of the Preferred Securities) (i) within 14
days after each record date for payment of Distributions, a list, in such form
as the Guarantee Trustee may reasonably require, of the names and addresses of
the Holders ("List of Holders") as of such date, and (ii) at any other time,
within 30 days of receipt by the Guarantor of a written request for a List of
Holders as of a date no more than 15 days before such List of Holders is given
to the Guarantee Trustee; provided that in each case the Guarantor shall not be
obligated to provide such List of Holders at any time that the List of Holders
does not differ from the most recent List of Holders given to the Guarantee
Trustee by the Guarantor. The Guarantee Trustee shall preserve, in as current a
form as is reasonably practicable, all information contained in the Lists of
Holders given to it; provided that the Guarantee Trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders.

         (b) The Guarantee Trustee shall comply with its obligations under
Section 312(b) of the Trust Indenture Act.







         Section 2.03 Reports by the Guarantee Trustee.

         Within 60 days after May 15 of each year, commencing May 15, ____, the
Guarantee Trustee shall deliver to the Holders such reports as are required by
Section 313 of the Trust Indenture Act, if any, in the form, in the manner and
at the times provided by Section 313 of the Trust Indenture Act. The Guarantee
Trustee shall also comply with the other requirements of Section 313 of the
Trust Indenture Act. A copy of each such report shall, at the time of such
transmission to the Holders, be filed by the Guarantee Trustee with the
Guarantor, with each stock exchange or quotation system upon which any Preferred
Securities are listed or traded (if so listed or traded) and also with the
Commission. The Guarantor agrees to notify the Guarantee Trustee when any
Preferred Securities become listed on any stock exchange or quotation system and
of any delisting thereof.

         Section 2.04 Periodic Reports to the Guarantee Trustee.

         The Guarantor shall provide to the Guarantee Trustee, the Commission
and the Holders, as applicable, such documents, reports and information (if any)
as required by Section 314(a)(1)-(3) of the Trust Indenture Act and the
compliance certificates required by Section 314(a)(4) and (c) of the Trust
Indenture Act, any such certificates to be provided in the form, in the manner
and at the times required by Section 314(a)(4) and (c) of the Trust Indenture
Act (provided that any certificate to be provided pursuant to Section 314(a)(4)
of the Trust Indenture Act shall be provided within 120 days of the end of each
fiscal year of the Issuer). Delivery of such reports, information and documents
to the Guarantee Trustee is for informational purposes only and the Guarantee
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein, including the Guarantor's compliance with any of
its covenants hereunder (as to which the Guarantee Trustee is entitled to rely
exclusively on Officers' Certificates or on certificates provided pursuant to
this Section 2.04).

         Section 2.05 Evidence of Compliance with Conditions Precedent.

         The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this Guarantee
Agreement which relate to any of the matters set forth in Section 314(c) of the
Trust Indenture Act. Any certificate or opinion required to be given by an
officer pursuant to Section 314(c) may be given in the form of an Officers'
Certificate.

         Section 2.06 Events of Default; Waiver.

         (a) The Holders of a Majority of Outstanding Preferred Securities may,
by vote, on behalf of the Holders, waive any past Event of Default and its
consequences. Upon such waiver, any such Event of Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Guarantee Agreement, but no such waiver







shall extend to any subsequent or other default or Event of Default, or impair
any right consequent thereon.

         (b) The right of any Holder to receive payment of the Guarantee
Payments in accordance with this Guarantee Agreement, or to institute suit for
the enforcement of any such payment, shall not be impaired without the consent
of each such Holder.

         Section 2.07 Disclosure of Information.

         The disclosure of information as to the names and addresses of the
Holders in accordance with Section 312 of the Trust Indenture Act, regardless of
the source from which such information was derived, shall not be deemed to be a
violation of any existing law, or any law hereafter enacted which does not
specifically refer to Section 312 of the Trust Indenture Act, nor shall the
Guarantee Trustee be held accountable by reason of mailing any material pursuant
to a request made under Section 312(b) of the Trust Indenture Act.

         Section 2.08 Conflicting Interest.

         (a) The Declaration shall be deemed to be specifically described in
this Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

         (b) The Guarantee Trustee shall comply with its obligations under
Sections 310(b) and 311 of the Trust Indenture Act.

                                   ARTICLE III
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

         Section 3.01 Powers and Duties of the Guarantee Trustee.

         (a) This Guarantee Agreement shall be held by the Guarantee Trustee in
trust for the benefit of the Holders. The Guarantee Trustee shall not transfer
its right, title and interest in this Guarantee Agreement to any Person except a
Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of
its appointment to act as Guarantee Trustee or to a Holder exercising his or her
rights pursuant to Section 5.04(iv). The right, title and interest of the
Guarantee Trustee to this Guarantee Agreement shall vest automatically in each
Person who may hereafter be appointed as Guarantee Trustee in accordance with
Article IV. Such vesting and cessation of title shall be effective whether or
not conveying documents have been executed and delivered.

         (b) If an Event of Default has occurred and is continuing, the
Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the
Holders.






         (c) This Guarantee Agreement and all moneys received by the Guarantee
Trustee in respect of the Guarantee Payments will not be subject to any right,
charge, security interest, lien or claim of any kind in favor of, or for the
benefit of, the Guarantee Trustee or its agents or their creditors.

         (d) The Guarantee Trustee shall, within 90 days after the occurrence of
an Event of Default actually known to a Responsible Officer of the Guarantee
Trustee, transmit by mail, first class postage prepaid, to the Holders, as their
names and addresses appear upon the List of Holders, notice of all such Events
of Default, unless such defaults shall have been cured before the giving of such
notice; provided that the Guarantee Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a trust committee of directors and/or Responsible Officers of the Guarantee
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders. The Guarantee Trustee shall not be deemed to have
knowledge of any Event of Default except any Event of Default as to which the
Guarantee Trustee shall have received written notice or a Responsible Officer
charged with the administration of this Guarantee Agreement shall have obtained
written notice of such Event of Default.

         (e) The Guarantee Trustee shall continue to serve as a trustee until a
Successor Guarantee Trustee has been appointed and accepted that appointment in
accordance with Article IV.

         Section 3.02 Certain Rights and Duties of the Guarantee Trustee.

         (a) The Guarantee Trustee, before the occurrence of an Event of Default
and after the curing or waiving of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Guarantee Agreement, and no implied covenants shall be read into this
Guarantee Agreement against the Guarantee Trustee. In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.06), the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee Agreement, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

         (b) No provision of this Guarantee Agreement shall be construed to
relieve the Guarantee Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:

         (i) prior to the occurrence of an Event of Default and after the curing
or waiving of all such Events of Default that may have occurred:

                  (A) the duties and obligations of the Guarantee Trustee shall
         be determined solely by the express provisions of this Guarantee
         Agreement, and the Guarantee Trustee shall not be liable except for the
         performance of such duties and obligations as are specifically set
         forth in this Guarantee Agreement, and no implied covenants or
         obligations shall be read into this Guarantee Agreement against the
         Guarantee Trustee; and





                  (B) in the absence of bad faith on the part of the Guarantee
         Trustee, the Guarantee Trustee may conclusively rely, as to the truth
         of the statements and the correctness of the opinions expressed
         therein, upon any certificates or opinions furnished to the Guarantee
         Trustee and conforming to the requirements of this Guarantee Agreement;
         provided, however, that in the case of any such certificates or
         opinions that by any provision hereof or the Trust Indenture Act are
         specifically required to be furnished to the Guarantee Trustee, the
         Guarantee Trustee shall be under a duty to examine the same to
         determine whether or not they conform to the requirements of this
         Guarantee Agreement or the Trust Indenture Act, as the case may be.

         (ii) the Guarantee Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the Guarantee Trustee,
unless it shall be proved that the Guarantee Trustee was negligent in
ascertaining the pertinent facts upon which such judgment was made;

         (iii) the Guarantee Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a Majority of Outstanding Preferred Securities
relating to the time, method and place of conducting any proceeding for any
remedy available to the Guarantee Trustee, or exercising any trust or power
conferred upon the Guarantee Trustee under this Guarantee Agreement; and

         (iv) no provision of this Guarantee Agreement shall require the
Guarantee Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that the repayment of such funds or liability is not reasonably
assured to it under the terms of this Guarantee Agreement or adequate indemnity
against such risk or liability is not reasonably assured to it.

         (c) Subject to the provisions of Section 3.02(a) and (b):

         (i) whenever in the administration of this Guarantee Agreement, the
Guarantee Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Guarantee
Trustee (unless other evidence is herein specifically prescribed) may, in the
absence of bad faith on its part, request and rely upon an Officers'
Certificate, which, upon receipt of such request, shall be promptly delivered by
the Guarantor;

         (ii) the Guarantee Trustee (A) may consult with counsel (which may be
counsel to the Guarantor or any of its Affiliates and may include any of its
employees) selected by it in good faith and with due care and the written advice
or opinion of such counsel with respect to legal matters shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon and in
accordance with such advice and opinion and (B) shall have the right at any time
to seek instructions concerning the administration of this Guarantee Agreement
from any court of competent jurisdiction;

         (iii) the Guarantee Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys, and the Guarantee







Trustee shall not be responsible for any misconduct or negligence on the part of
any agent or attorney appointed by it in good faith and with due care;

         (iv) the Guarantee Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Guarantee Agreement at the request
or direction of any Holder, unless such Holder shall have offered to the
Guarantee Trustee security and indemnity satisfactory to the Guarantee Trustee
against the costs, expenses (including attorneys' fees and expenses) and
liabilities that might be incurred by it in complying with such request or
direction; provided that nothing contained in this clause (iv) shall relieve the
Guarantee Trustee of the obligation, upon the occurrence of an Event of Default
(which has not been cured or waived) to exercise such of the rights and powers
vested in it by this Guarantee Agreement, and to use the same degree of care and
skill in this exercise as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs; and

         (v) any action taken by the Guarantee Trustee or its agents hereunder
shall bind the Holders, and the signature of the Guarantee Trustee or its agents
alone shall be sufficient and effective to perform any such action; and no third
party shall be required to inquire as to the authority of the Guarantee Trustee
to so act, or as to its compliance with any of the terms and provisions of this
Guarantee Agreement, both of which shall be conclusively evidenced by the
Guarantee Trustee's or its agent's taking such action.

         Section 3.03 Not Responsible for Recitals or Issuance of Guarantee.

         The recitals contained in this Guarantee Agreement shall be taken as
the statements of the Guarantor, and the Guarantee Trustee does not assume any
responsibility for their correctness. The Guarantee Trustee makes no
representations as to the validity or sufficiency of this Guarantee Agreement.

         Section 3.04 The Guarantee Trustee May Own Preferred Securities.

         The Guarantee Trustee, in its individual or any other capacity, may
become the owner or pledgee of Preferred Securities and may otherwise deal with
the Guarantor with the same rights it would have if it were not the Guarantee
Trustee.

         Section 3.05 Moneys Received by the Guarantee Trustee to Be Held in
                      Trust without Interest

         All moneys received by the Guarantee Trustee in respect of Guarantee
Payments shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Guarantee Trustee shall be under
no liability for interest on any moneys received by it hereunder except such as
it may agree in writing to pay thereon.





         Section 3.06 Compensation and Expenses of Guarantee Trustee.

         The Guarantor covenants and agrees to pay to the Guarantee Trustee from
time to time, and the Guarantee Trustee shall be entitled to, such compensation
as the Guarantor and the Guarantee Trustee shall from time to time agree in
writing (which shall not be limited by any provision of law in regard to the
compensation of a Guarantee Trustee of an express trust) for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Guarantee Trustee, and the Guarantor will pay or reimburse the
Guarantee Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Guarantee Trustee in accordance with any of
the provisions of this Guarantee Agreement (including the reasonable
compensation and the reasonable expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. The Guarantor also
covenants to indemnify each of the Guarantee Trustee or any predecessor
Guarantee Trustee and their officers, agents, directors and employees for, and
to hold them harmless against, any and all loss, liability, damage, claim or
expense including taxes (other than taxes based upon, measured by or determined
by the income, profit, franchise or doing business of the Guarantee Trustee)
incurred without negligence or bad faith on the part of the Guarantee Trustee
and arising out of or in connection with the acceptance or administration of
this trust, including the reasonable costs and expenses of defending itself
against any claim (whether asserted by the Guarantor, any Holder or any other
Person) of liability in the premises. The provisions of this Section 3.06 shall
survive the termination of this Guarantee Agreement and resignation or removal
of the Guarantee Trustee.

                                   ARTICLE IV
                                GUARANTEE TRUSTEE

         Section 4.01 Qualifications.

         There shall at all times be a Guarantee Trustee that shall:

         (i) not be an Affiliate of the Guarantor; and

         (ii) be a national banking association or corporation organized and
doing business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or Person
permitted by the Commission to act as an institutional trustee under the Trust
Indenture Act, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000, and subject to
supervision or examination by Federal, State, Territorial or District of
Columbia authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the supervising or examining
authority referred to above, then for the purposes of this clause (ii), the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.






         If at any time the Guarantee Trustee shall cease to satisfy the
requirements of clauses (i) and (ii) above, the Guarantee Trustee shall
immediately resign in the manner and with the effect set out in Section 4.02. If
the Guarantee Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and
the Guarantor shall in all respects comply with the provisions of Section 310(b)
of the Trust Indenture Act.

         Section 4.02 Appointment, Removal and Resignation of the Guarantee
                      Trustee

         (a) Subject to Section 4.02(b), the Guarantee Trustee may be appointed
or removed without cause at any time by the Guarantor.

         (b) The Guarantee Trustee shall not be removed in accordance with
Section 4.02(a) until a Successor Guarantee Trustee possessing the
qualifications to act as Guarantee Trustee under Section 4.01 has been appointed
and has accepted such appointment by written instrument executed by such
Successor Guarantee Trustee and delivered to the Guarantor and the Guarantee
Trustee being removed.

         (c) The Guarantee Trustee appointed to office shall hold office until
its successor shall have been appointed or until its removal or resignation.

         (d) The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument (a "Resignation Request") in
writing signed by the Guarantee Trustee and delivered to the Guarantor, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; provided, however, that no such resignation of the Guarantee
Trustee shall be effective until a Successor Guarantee Trustee possessing the
qualifications to act as Guarantee Trustee under Section 4.01 has been appointed
and has accepted such appointment by instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.

         (e) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.02 within 60 days after
delivery to the Guarantor of a Resignation Request, the resigning Guarantee
Trustee may petition any court of competent jurisdiction for appointment of a
Successor Guarantee Trustee. Such court may thereupon after such notice, if any,
as it may deem proper, appoint a Successor Guarantee Trustee.

                                    ARTICLE V
                                    GUARANTEE

         Section 5.01 Guarantee.

         The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by the Issuer), as and when due, regardless of any defense, right of set-
off or counterclaim which the Issuer may have or assert. The Guarantor's
obligation to make a Guarantee Payment may be satisfied by direct






payment of the required amounts by the Guarantor to the Holders or to the
Guarantee Trustee for remittance to the Holders or by causing the Issuer to pay
such amounts to the Holders.

         Section 5.02 Waiver of Notice.

         The Guarantor hereby waives notice of acceptance of this Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the Issuer
or any other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands. Notwithstanding anything to the contrary herein, the Guarantor retains
all of its rights under the Indenture to extend the interest payment period on
the Debentures and the Guarantor shall not be obligated hereunder to make any
Guarantee Payment during any Extended Interest Payment Period (as defined in the
Supplemental Indenture) with respect to the Distributions on the Preferred
Securities.

         Section 5.03 Obligations Not Affected.

         The obligations, covenants, agreements and duties of the Guarantor
under this Guarantee Agreement shall in no way be affected or impaired by reason
of the happening from time to time of any of the following:

         (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Issuer;

         (b) the extension of time for the payment by the Issuer of all or any
portion of the Distributions (other than an extension of time for payment of
Distributions that result from any Extended Interest Payment Period), Redemption
Price, Liquidation Distribution (as may be defined in the Declaration) or any
other sums payable under the terms of the Preferred Securities or the extension
of time for the performance of any other obligation under, arising out of, or in
connection with, the Preferred Securities (other than an extension of time for
payment of Distributions that result from any Extended Interest Payment Period);

         (c) any failure, omission, delay or lack of diligence on the part of
the Guarantee Trustee or the Holders to enforce, assert or exercise any right,
privilege, power or remedy conferred on the Guarantee Trustee or the Holders
pursuant to the terms hereof or of the Preferred Securities, respectively, or
any action on the part of the Issuer granting indulgence or extension of any
kind;

         (d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;

         (e) any invalidity of, or defect or deficiency in, the Preferred
Securities;






         (f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

         (g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.03 that the obligations of the Guarantor with respect to the
Guarantee Payments shall be absolute and unconditional under any and all
circumstances. There shall be no obligation of the Guarantee Trustee or the
Holders to give notice to, or obtain consent of, the Guarantor with respect to
the happening of any of the foregoing.

         Section 5.04 Enforcement of Guarantee.

         The Guarantor and the Guarantee Trustee expressly acknowledge and agree
that

         (i) this Guarantee Agreement will be deposited with the Guarantee
Trustee to be held for the benefit of the Holders;

         (ii) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders;

         (iii) Holders representing not less than a Majority of Outstanding
Preferred Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Guarantee Trustee in
respect of this Guarantee Agreement or exercising any trust or other power
conferred upon the Guarantee Trustee under this Guarantee Agreement; and

         (iv) if the Guarantee Trustee fails to enforce this Guarantee Agreement
as provided in clauses (ii) and (iii) above, any Holder may institute a legal
proceeding directly against the Guarantor to enforce its rights under this
Guarantee Agreement, without first instituting a legal proceeding against the
Issuer, the Guarantee Trustee or any other Person. Notwithstanding the
foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder may
directly institute a proceeding against the Guarantor for enforcement of this
Guarantee Agreement for such payment without first instituting a legal
proceeding against the Issuer, the Guarantee Trustee or any other Person.

         Section 5.05 Guarantee of Payment.

         This Guarantee Agreement creates a guarantee of payment and not merely
of collection. This Guarantee Agreement will not be discharged except by payment
of the Guarantee Payments in full (without duplication of amounts theretofore
paid by the Issuer) or upon the distribution of the Debentures to the Holders as
provided in the Declaration.

         Section 5.06 Subrogation.






         The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement; provided, however, that the Guarantor
shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any rights which it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee Agreement, if, at the time of any such
payment, any amounts are due and unpaid under this Guarantee Agreement. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders or to the Guarantee Trustee for remittance to
the Holders.

         Section 5.07 Independent Obligations.

         The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Preferred
Securities and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Guarantee
Agreement notwithstanding the occurrence of any event referred to in subsections
(a) through (g), inclusive, of Section 5.03 hereof.

                                   ARTICLE VI
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

         Section 6.01 Limitation of Transactions.

         So long as any Preferred Securities remain outstanding, the Guarantor

         (i) will remain the sole direct or indirect owner of all of the
outstanding Common Securities and shall not cause or permit the Common
Securities to be transferred except to the extent such transfer is permitted
under Section [ ] of the Declaration; provided that any permitted successor of
the Guarantor under the Indenture may succeed to the Guarantor's direct or
indirect ownership of the Common Securities,

         (ii) will cause the holder of the Common Securities to satisfy the
requirements of Section [ ] of the Declaration and

         (iii) will use reasonable efforts to cause the Issuer to continue to be
treated as a grantor trust for United States federal income tax purposes, except
in connection with a distribution of Debentures as provided in the Declaration.

         [Section 6.02 Subordination.

         This Guarantee Agreement will constitute an unsecured obligation of the
Guarantor and will rank (i) subordinate and junior in right of payment to all
other liabilities of the Guarantor







and any guarantees of the Guarantor relating to such liabilities, except in each
case those made pari passu or subordinate by their terms, and (ii) senior to all
capital stock [(other than the most senior preferred stock issued from time to
time, if any, by the Guarantor, which preferred stock will rank pari passu with
this Guarantee Agreement)] and to any guarantee now or hereafter entered into by
the Guarantor in respect of any of its capital stock [(other than the most
senior preferred stock issued by the guarantor)] now or hereafter issued by the
Guarantor. The Guarantor's obligations under this Guarantee Agreement will rank
pari passu with respect to obligations under other securities (other than
capital stock) the Guarantor may issue from time to time and other guarantee
agreements which it may enter into from time to time to the extent that (i) such
agreements shall provide for comparable guarantees by the Guarantor of payment
on preferred securities issued by other trusts, partnerships or other entities
affiliated with the Guarantor that are financing vehicles of the Guarantor and
(ii) the debentures or other evidences of indebtedness of the Guarantor relating
to such preferred securities are junior subordinated, unsecured indebtedness of
the Guarantor.]

                                   ARTICLE VII
                                   TERMINATION

         Section 7.01 Termination.

         This Guarantee Agreement shall terminate and be of no further force and
effect (i) upon full payment of the Redemption Price of all Preferred
Securities, (ii) upon the distribution of Debentures [, or any securities in to
which such Debentures are convertible,] to Holders and holders of Common
Securities in exchange for all of the Preferred Securities and Common Securities
or (iii) upon full payment of the amounts payable in accordance with the
Declaration upon liquidation of the Issuer. Notwithstanding the foregoing, this
Guarantee Agreement will continue to be effective or will be reinstated, as the
case may be, if at any time any Holder must restore payment of any sums paid
with respect to the Preferred Securities or under this Guarantee Agreement.

                                  ARTICLE VIII
                    LIMITATION OF LIABILITY; INDEMNIFICATION

         Section 8.01 Exculpation.

         (a) No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Guarantor or any Holder for any loss, damage or
claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith in accordance with this Guarantee Agreement and
in a manner such Indemnified Person reasonably believed to be within the scope
of the authority conferred on such Indemnified Person by this Guarantee
Agreement or by law, except that an Indemnified Person shall be liable for any
such loss, damage or claim incurred by reason of such Indemnified Person's
negligence or willful misconduct with respect to such acts or omissions.

         (b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Guarantor and upon such information, opinions,
reports or statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders might properly be paid.

         Section 8.02 Indemnification.

         To the fullest extent permitted by applicable law, the Guarantor shall
indemnify and hold harmless each Indemnified Person from and against any loss,
damage or claim incurred by such Indemnified Person by reason of any act or
omission performed or omitted by such Indemnified Person in good faith in
accordance with this Guarantee Agreement and in a manner such Indemnified Person
reasonably believed to be within the scope of authority conferred on such
Indemnified Person by this Guarantee Agreement, except that no Indemnified
Person shall be entitled to be indemnified in respect of any loss, damage or
claim incurred by such Indemnified Person by reason of negligence or willful
misconduct with respect to such acts or omissions.

         Section 8.03 Survive Termination.

         The provisions of Sections 8.01 and 8.02 shall survive the termination
of this Guarantee Agreement or the resignation or removal of the Guarantee
Trustee.
                                   ARTICLE IX
                                  MISCELLANEOUS

         Section 9.01 Successors and Assigns.

         All guarantees and agreements contained in this Guarantee Agreement
shall bind the successors, assignees, receivers, trustees and representatives of
the Guarantor and shall inure to the benefit of the Guarantee Trustee and the
Holders then outstanding. Except in connection with a consolidation, merger or
sale involving the Guarantor that is permitted under Article X of the Indenture,
the Guarantor shall not assign its obligations hereunder.
         Section 9.02 Amendments.

         Except with respect to any changes which do not adversely affect the
rights of Holders in any material respect (in which case no consent of Holders
will be required), this Guarantee Agreement may only be amended with the prior
approval of the Guarantor, the Guarantee Trustee and the Holders of not less
than a Majority of Outstanding Preferred Securities. The provisions of Section
[ ] of the Declaration concerning meetings, and actions by written consent
without a meeting, of Holders shall apply to the giving of such approval.






         Section 9.03 Notices.

         Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, in English, duly signed by the party giving
such notice, and delivered, telecopied or mailed by first class mail as follows:

         (a) if given to the Guarantor, to the address set forth below or such
other address as the Guarantor may give notice of to the Holders:

                  Pulte Homes, Inc.
                  33 Bloomfield Hills Parkway, Suite 200
                  Bloomfield Hills, MI  48304
                  Attention: General Counsel

         (b) if given to the Guarantee Trustee, to the address set forth below
or such other address as the Guarantee Trustee may give notice of to the
Holders:

                  Bank One Trust Company, National Association
                  1 Bank One Plaza, Suite ILI-0823
                  Chicago, IL  60670-0823
                  Attention: Corporate Trust Services Division

         (c) if given to any Holder, at the address set forth on the books and
records of the Issuer.

         All notices hereunder shall be deemed to have been given when (i)
received in person, (ii) telecopied with receipt confirmed, or (iii) mailed by
first class mail, postage prepaid, when received, except that if a notice or
other document is refused delivery or cannot be delivered because of a changed
address of which no notice was given, such notice or other document shall be
deemed to have been delivered on the date of such refusal or inability to
deliver.

         Section 9.04 Genders.

         The masculine, feminine and neuter genders used herein shall include
the masculine, feminine and neuter genders.

         Section 9.05 Benefit.

         This Guarantee Agreement is solely for the benefit of the Guarantee
Trustee and the Holders and, subject to Section 3.01(a), is not separately
transferable from the Preferred Securities.

         Section 9.06 Governing Law.





         THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS).

         Section 9.07 Counterparts.

         This Guarantee Agreement may be executed in counterparts, each of which
shall be an original; but such counterparts shall together constitute one and
the same instrument.

         Section 9.08 [Exercise of Overallotment Option.

         If and to the extent that Preferred Securities are issued by the Issuer
upon exercise of the overallotment option referred to in the first WHEREAS
clause, the Guarantor agrees to give prompt notice thereof to the Guarantee
Trustee but the failure to give such notice shall not relieve the Guarantor of
any of its obligations hereunder.]

         Section 9.09 Limited Liability.

         Neither the Guarantee Trustee nor the Holders, in their capacities as
such, shall be personally liable for any liabilities or obligations of the
Guarantor arising out of this Guarantee Agreement. The parties further hereby
agree that the Holders, in their capacities as such, shall be entitled to the
same limitation of personal liability extended to the stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.






         THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

                                PULTE HOMES, INC.

                                By: -------------------------
                                Name:
                                Title:

                                BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
                                as Guarantee Trustee


                                By: -------------------------
                                Name:
                                Title:

EX-5.1

                                                                     EXHIBIT 5.1

               [Honigman Miller Schwartz and Cohn LLP Letterhead]


                                 April 23, 2002

Pulte Homes, Inc.
33 Bloomfield Hills Parkway
Suite 200
Bloomfield Hills, Michigan 48304

Ladies and Gentlemen:

         We are acting as counsel for Pulte Homes, Inc., a Michigan corporation
(the "Corporation"), and the Additional Registrants (as defined in the
Registration Statement), in connection with the preparation of the Registration
Statement on Form S-3 (the "Registration Statement") filed by the Corporation,
the Additional Registrants and PH Trust I and PH Trust II, each a statutory
business trust formed under the laws of the State of Delaware (the "Trusts", and
together with the Corporation and the Additional Registrants, the
"Registrants"), with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement relates to the proposed issuance and sale from time to
time pursuant to Rule 415 under the Securities Act, of up to $1 billion
aggregate initial offering price (or the equivalent thereof in one or more
foreign currencies or composite currencies) of (i) the Corporation's common
shares, par value $.01 per share (the "Common Stock"), (ii) debt securities of
the Corporation (the "Debt Securities"), which may be senior or subordinated
debt securities, convertible into shares of Common Stock, and which shall be
guaranteed (the "Guarantees") by the Additional Registrants (the "Guarantors"),
(iii) warrants of the Corporation to purchase other securities (the "Warrants"),
(iv) the Corporation's stock purchase contracts (the "Stock Purchase
Contracts"), (v) the Corporation's stock purchase units (the "Stock Purchase
Units"), consisting of Stock Purchase Contracts and other securities, and (vi)
preferred securities of the Trusts (the "Trust Preferred Securities. The Common
Stock, Debt Securities, Guarantees, Warrants, Stock Purchase Contracts, Stock
Purchase Units and Trust Preferred Securities may be hereinafter referred to as
the "Securities." The Debt Securities will be issued under indentures (as
amended or supplemented, the "Indentures"), between the Corporation, the
Guarantors and an entity or entities designate as trustee (collectively or
singularly, as applicable, the "Trustee").

         Based upon our examination of such documents and other matters as we
deem relevant and subject to the qualifications hereinafter set forth, we are
the opinion that:

         1.       When the Registration Statement has become effective, the
         specific terms of the particular Debt Securities have been established
         in accordance with the applicable Indentures and such Debt Securities
         have been duly issued, authorized, executed, authenticated or
         countersigned and delivered in accordance with the provisions of the
         applicable Indentures against payment therefor, such Debt Securities
         will be validly

         issued and will constitute valid and binding obligations of the
         Corporation, entitled to the benefits of the applicable Indentures and
         Debt Securities and enforceable against the Corporation in accordance
         with such Indentures' and Debt Secutities' terms.

         2.       When the Registration Statement has become effective, the
         specific terms of the convertible Debt Securities, if any, have been
         established in accordance with the applicable Indentures and such Debt
         Securities have been duly issued, authorized, executed, authenticated
         or countersigned and delivered in accordance with the provisions of the
         applicable Indentures against payment therefor, the Common Stock
         issuable upon the conversion or exchange of such convertible Debt
         Securities will, when duly authorized, executed, issued and delivered
         upon such conversion or exchange in accordance with the terms of the
         applicable Indentures, be validly issued, fully paid and nonassessable.

         3.       When the Registration Statement has become effective, the
         specific terms of the particular Debt Securities and particular
         Guarantees have been established in accordance with the applicable
         Indentures and such Debt Securities and Guarantees have been duly
         issued, authorized, executed, authenticated or countersigned and
         delivered in accordance with the provisions of the applicable
         Indentures, against payment therefor (in the case of the Debt
         Securities), such Guarantees will be validly issued and will constitute
         valid binding obligations of the respective Guarantors, entitled to the
         benefits of the applicable Indentures and Guarantees and enforceable
         against the respective Guarantors in accordance with such Indentures'
         and Guarantees' terms.

         4.       When the Registration Statement has become effective and the
         Common Stock, if any, has been duly issued and delivered against
         payment therefor in accordance with the prospectus and applicable
         prospectus supplement forming a part of the Registration Statement,
         such Common Stock will be validly issued, fully paid and nonassessable.

         5.       When the Registration Statement has become effective and (a)
         the Board has taken all necessary corporate action to approve the
         creation of and the issuance and terms of the Warrants, the terms of
         the offering thereof and related matters, (b) the warrant agreement or
         agreements relating to the Warrants have been duly authorized and
         validly executed and delivered by the Corporation and the warrant agent
         appointed by the Corporation, and (c) the Warrants or certificates
         representing the Warrants have been duly executed, countersigned,
         registered and delivered in accordance with the appropriate warrant
         agreement or agreements and the applicable definitive purchase,
         underwriting or similar agreement approved by the Board in exchange for
         payment of the consideration therefor provided for therein, the
         Warrants will be duly authorized and validly issued and will constitute
         legal, valid and binding obligations of the Corporation, enforceable
         against the Corporation in accordance with their terms.

         6.       With respect to the Stock Purchase Contracts, when (a)
         the Board has taken all necessary corporate action to approve and
         establish the terms of such Stock Purchase Contracts and to authorize
         and approve the issuance thereof, the terms of the offering thereof and
         related matters, and (b) the Stock Purchase Contracts have been duly
         executed and delivered in accordance with

         the applicable definitive purchase, underwriting or similar agreement
         approved by the Board in exchange for payment of the consideration
         therefor provided for therein, the Stock Purchase Contracts will
         constitute legal, valid and binding obligations of the Corporation,
         enforceable against the Corporation in accordance with their terms


         7.       With respect to the Stock Purchase Units, when (a) the Board
         has taken all necessary corporate action to approve and establish the
         terms of such Stock Purchase Units and to authorize and approve the
         issuance thereof, the terms of the offering thereof and related
         matters, and (b) the Stock Purchase Units have been duly executed and
         delivered in accordance with the applicable definitive purchase,
         underwriting or similar agreement approved by the Board in exchange
         for payment of the consideration therefor provided for therein, the
         Stock Purchase Units (including, if applicable, debt securities of the
         Registrants included in the Units) will constitute legal, valid and
         binding obligations of the Corporation enforceable against the
         Corporation in accordance with their terms.

         In giving the opinions set forth in paragraphs 1, 2 and 3 above, we
have assumed the due execution and delivery of the Indentures by the Trustee
(pursuant to appropriate corporate authority), the Corporation and the
Guarantors. In giving the opinions set forth in paragraphs 1, 2, 3, 4, 5, 6 and
7 we have also assumed that (i) at or prior to the time of the delivery of each
Security, the authorization of the Securities will be applicable to each
Security and will not have been modified or rescinded, and there will not have
occurred any change in law affecting such Security, including its validity or
enforceability, and (ii) none of the terms of any Security to be established
subsequent to the date hereof, nor the issuance and delivery of such Security
nor the compliance by the Corporation or the Guarantors, as applicable, with the
terms of such Security, will violate any applicable law or will result in a
violation of any provision of any instrument or agreement then binding upon the
Corporation or the Guarantors, as applicable, or any restriction imposed by any
court or governmental body having jurisdiction over the Corporation or the
Guarantors, as applicable.

         In addition, our opinions set forth in paragraphs 1, 3, 5, 6 and 7 are
subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting creditors' rights generally
from time to time in effect and to general principles of equity, regardless of
whether such enforceability is considered in a proceeding at law or in equity.

         We are aware that we are referred to under the heading "Legal Experts"
in the prospectus forming a part of the Registration Statement, and we hereby
consent to such use of our name therein and the filing of this Opinion as
Exhibit 5.1 to the Registration Statement. In giving such consents, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act or the Rules and Regulations of the
Commission thereunder.

                                          Very truly yours,


                                          HONIGMAN MILLER SCHWARTZ AND COHN LLP

EX-12.1

                                                                  EXHIBIT 12.1

                               PULTE HOMES, INC.
                    COMPUTATION OF EARNINGS TO FIXED CHARGES




                                                                    Year Ended December 31,
                                                       -------------------------------------------------
                                                          2001      2000      1999      1998      1997
                                                       -------------------------------------------------
                                                                                 
Earnings:
Income from continuing operations before taxes          $491,787  $355,096  $286,405  $165,814  $ 80,975
Add:
Fixed Charges                                            137,982    78,599    66,851    59,544    53,095
Amortization of Capitalized Interest                      36,006    28,019    25,187    20,164    18,503
Subtract:
Capitalized Interest                                     (80,399)  (33,129)  (27,923)  (21,801)  (20,376)
Earnings of 50% or less owned affiliates                 (11,265)  (13,169)  (10,898)   (4,163)   (1,515)
                                                        --------  --------  --------  --------  --------
Income as adjusted                                      $574,111  $415,416  $339,622  $219,558  $130,682
                                                        --------  --------  --------  --------  --------

Fixed Charges:
Interest expensed and capitalized                        125,949    70,227    59,551    52,754    45,601
Portion of rents representative of interest factor        12,033     8,372     7,300     6,790     7,494
                                                        --------  --------  --------  --------  --------
Fixed charges                                           $137,982  $ 78,599  $ 66,851  $ 59,544  $ 53,095
                                                        --------  --------  --------  --------  --------

                                                        --------  --------  --------  --------  --------
Ratio of earnings to fixed charges                          4.16      5.29      5.08      3.69      2.46
                                                        ========  ========  ========  ========  ========

EX-23.2

                                                                    EXHIBIT 23.2



                        Consent of Independent Auditors


We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Pulte Homes, Inc.
for the registration of $1,000,000,000 of various debt and equity securities and
to the incorporation by reference therein of our report dated January 24, 2002,
with respect to the consolidated financial statements of Pulte Homes, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 2001,
filed with the Securities and Exchange Commission.


Detroit, Michigan
April 18, 2002