8-K

 

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 23, 2006

KB Home
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-9195	95-3666267
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
10990 Wilshire Blvd., Los Angeles, California		90024
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (310) 231-4000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On August 24, 2006, KB Home issued a press release announcing a Securities and Exchange Commission inquiry and pending litigation concerning the company's stock option grants. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KB Home
August 24, 2006	By:	Charles F. Carroll
		Name: Charles F. Carroll
		Title: Vice President and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release announcing Securities and Exchange Commission inquiry and pending litigation concerning stock option grants

EX-99.1

FOR IMMEDIATE RELEASE For more information contact:

Caroline Shaw, 310-231-4165
cshaw@kbhome.com

KB HOME REPORTS SEC INQUIRY

LOS ANGELES, CA (August 24, 2006) – Yesterday KB Home was notified by the staff of the Los Angeles regional office of the Securities and Exchange Commission (SEC) that the SEC will be conducting an informal inquiry into the company’s stock option grants. KB Home has informed the SEC staff of the status of an internal review being conducted by members of the Audit and Compliance Committee of its Board of Directors in conjunction with outside legal counsel. The company intends to cooperate fully with the SEC inquiry. Also yesterday, KB Home issued a statement to the media that referred to pending litigation. Three shareholder derivative suits have been filed in the past two months against the company and certain of its directors and officers. The suits generally allege breach of fiduciary duty in connection with the company’s stock option grants. The company is evaluating the suits and does not intend to comment on them other than through the filing of responses in accordance with applicable court rules.

Building homes for nearly half a century, KB Home is one of America’s premier homebuilders with domestic operating divisions in some of the top markets in the following regions and states: West Coast—California; Southwest—Arizona, Nevada and New Mexico; Central—Colorado, Illinois, Indiana, Louisiana and Texas; and Southeast—Florida, Georgia, Maryland, North Carolina, South Carolina and Virginia. Kaufman & Broad S.A., the Company’s publicly-traded French subsidiary, is one of the leading homebuilders in France.  In fiscal 2005, the Company delivered homes to 37,140 families in the United States and France. KB Home also offers complete mortgage services through Countrywide KB Home Loans, a joint venture with Countrywide Financial Corporation. Founded in 1957, and ranked the #1 homebuilder in Fortune Magazine’s 2006 list of America’s Most Admired Companies, KB Home is a Fortune 500 company listed on the New York Stock Exchange under the ticker symbol “KBH.”  For more information about any of KB Home’s new home communities, call 888-KB-HOMES (888-KB-CASAS) or visit http://www.kbhome.com (http://www.kbcasa.com).

Certain matters discussed in this press release, including any statements concerning our future financial performance, business and prospects, and our future actions and their expected results, are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors that could cause actual results to be materially different, including, but not limited to, changes in general economic conditions, material prices and availability, labor costs and availability, interest rates and our debt levels, the secondary market for loans, consumer confidence, competition, currency exchange rates (insofar as they affect our operations in France), environmental factors (including weather) and significant natural disasters, government regulations affecting our operations, the availability and cost of land in desirable areas, violations of our policies, legal or regulatory proceedings or claims, conditions in the capital, credit and homebuilding markets and other events outside of our control.  See our Quarterly Report on Form 10-Q for the quarter ended February 28, 2006,  Annual Report on Form 10-K and Annual Report to Shareholders for the year ended November 30, 2005 and our other public filings with the Securities and Exchange Commission for a further discussion of these and other risks and uncertainties applicable to our business.  We do not have a specific policy or intent of updating or revising forward-looking statements.

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