S-3

As filed with the Securities and Exchange Commission on April 13, 1999
                                                 Registration No. 333-__________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                D.R. HORTON, INC.
                Co-registrants are listed on the following page.
             (Exact name of registrant as specified in its charter)

          Delaware                                        75-2386963
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)
                                                    Paul W. Buchschacher
                                                      Corporate Counsel
                                               1901 Ascension Blvd., Suite 100
1901 Ascension Blvd., Suite 100                    Arlington, Texas 76006
    Arlington, Texas 76006                             (817) 856-8200
       (817) 856-8200                        (Name, address, including zip code,
 (Address, including zip code,                 and telephone number, including 
and telephone number, including                area code, of agent for service)
  area code, of registrant's
 principal executive offices)

            The Commission is requested to mail copies of all orders,
                         notices and communications to:
                             Irwin F. Sentilles, III
                           Gibson, Dunn & Crutcher LLP
                          1717 Main Street, Suite 5400
                               Dallas, Texas 75201
                                 (214) 698-3100
        Approximate date of commencement of proposed sale to the public:
     From time to time after this registration statement becomes effective.

                               ------------------

         If the only securities  being registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]
         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, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ]
         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) 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. [ ]
         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.   [ ]
                               ------------------


                         CALCULATION OF REGISTRATION FEE

                  Title of each class of                            Proposed maximum            Amount of
                securities to be registered                   aggregate offering price (1)   registration fee
============================================================ ============================== ==================
                                                                                      
Debt Securities, Preferred Stock (par value $.10 per share),
Common Stock (par value $.01 per share) and Warrants (2)....         $600,000,000 (3)           $167,055 (4)
Guarantees of the Debt Securities by direct and indirect
subsidiaries of D.R. Horton, Inc.  (5)......................                -                      - (6)
============================================================ ============================== ==================

     (1) Exclusive of accrued  interest  and  dividends,  if any, and  estimated
         solely for the purpose of calculating the  registration fee pursuant to
         Rule 457(o).
     (2) Includes  shares of common stock which may be issued upon conversion of
         preferred stock or debt securities,  or exercise of warrants, which are
         being registered.
     (3) Of the $600,000,000 of securities being registered hereunder,  pursuant
         to Rule  429(b)  under  the  Securities  Act of 1933,  as  amended,  an
         aggregate of $15,000,000  of securities are being carried  forward from
         the registrant's  prior  registration  statement on Form S-3  (SEC File
         No. 333-57193).




     (4) In connection with the prior registration statement,  registration fees
         of  approximately  $4,425  were  previously  paid with  respect  to the
         $15,000,000 of securities being carried forward herewith.
     (5) See the following page for a list of the subsidiary guarantors.
     (6) Pursuant to Rule 457(n) under the  Securities  Act of 1933, no separate
         fee for the guarantees is payable.



                               ------------------

     Pursuant to Rule 429 under the Securities Act of 1933, the prospectus  also
relates to securities registered pursuant to the prior registration statement.

                               ------------------

     The registrants  hereby amend this  registration  statement on such date or
dates  as  may be  necessary to  delay its  effective date until the registrants
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 this registration statement shall become
effective  on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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         The  following  direct and  indirect  subsidiaries  of  registrant  may
     guarantee  the  debt   securities   and  are   co-registrants   under  this
     registration statement.


                                     Jurisdiction of
                                      Incorporation             I.R.S. Employer
   Name of Co-Registrant             or Organization           Identification No
   ---------------------             ---------------           -----------------
C. Richard Dobson Builders, Inc.         Virginia                 54-1082672
CH Investments of Texas, Inc.            Delaware                 86-0831611
CHI Construction Company                 Arizona                  86-0533370
CHTEX of Texas, Inc.                     Delaware                 74-2791268
Continental Homes, Inc.                  Delaware                 86-0515339
Continental Homes of Florida, Inc.       Florida                  59-1237314
Continental Homes of Texas, L.P.         Texas                    74-2791904
Continental Ranch, Inc.                  Delaware                 86-0724231
D.R. Horton, Inc. - Birmingham           Alabama                  62-1666398
D.R. Horton, Inc. - Chicago              Delaware                 75-2795240
D.R. Horton, Inc. - Denver               Delaware                 75-2666727
D.R. Horton, Inc. - Greensboro           Delaware                 75-2599897
D.R. Horton, Inc. - Louisville           Delaware                 75-2636512
D.R. Horton, Inc. - Minnesota            Delaware                 75-2527442
D.R. Horton, Inc. - New Jersey           Delaware                 75-2665362
D.R. Horton, Inc. - Portland             Delaware                 75-2763765
D.R. Horton, Inc. - Sacramento           California               75-2569592
D.R. Horton, Inc. - San Diego            Delaware                 75-2460269
D.R. Horton - Texas, Ltd.                Texas                    75-2491320
D.R. Horton, Inc. - Torrey               Delaware                 75-2689997
D.R. Horton Los Angeles Holding 
Company, Inc.                            California               75-2589298
D.R. Horton Los Angeles Management 
Company, Inc.                            California               75-2589287
D.R. Horton Management Company, Ltd.     Texas                    75-2436079
D.R. Horton San Diego Holding 
Company, Inc.                            California               75-2589293
D.R. Horton San Diego Management 
Company, Inc.                            California               75-2589285
DRH Cambridge Homes, Inc.                California               75-2589359
DRH Construction, Inc.                   Delaware                 75-2633738
DRH Tucson Construction, Inc.            Delaware                 75-2709796
DRHI, Inc.                               Delaware                 75-2433464
KDB Homes, Inc.                          Delaware                 86-0565376
L&W Investments, Inc.                    California               86-0596757
Land Development, Inc.                   Virginia                 54-1747628
Meadows I, Ltd.                          Delaware                 75-2436082
Meadows II, Ltd.                         Delaware                 51-0342206
Meadows IX, Inc.                         New Jersey               75-2684821
Meadows X, Inc.                          New Jersey               75-2684823
SGS Communities at Grande Quay, LLC      New Jersey               22-3481784


                                       ii



++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
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 WE  ARE  NOT  SOLICITING  OFFERS  TO BUY  THESE
SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

                   Subject to Completion, Dated April 13, 1999

PROSPECTUS
                                D.R. Horton, Inc.

                                  $600,000,000

                        Debt Securities, Preferred Stock
                                  Common Stock
                                       and
                                    Warrants

                               ------------------

We will  provide  specific  terms of these  securities  in  supplements  to this
prospectus.  You should read this prospectus and any supplement carefully before
you invest.

                               ------------------

The Securities  and Exchange Commission and state securities regulators have not
approved or  disapproved these  securities or  determined  if this prospectus is
truthful or complete.  Any representation to the contrary is a criminal offense.

               This prospectus is dated ______________ _____, 1999





                                TABLE OF CONTENTS

Forward-looking Statements.....................................................2

The Company....................................................................3

Securities We May Offer........................................................4

Use of Proceeds................................................................4

Ratio of Earnings to Fixed Charges.............................................5

Description of Debt Securities.................................................5

Description of Common Stock And Preferred Stock...............................10

Description of Warrants.......................................................12

Plan of Distribution..........................................................13

Legal Matters.................................................................14

Experts.......................................................................14

Where You Can Find More Information...........................................15

Incorporation of Certain Documents by Reference...............................15

                           FORWARD-LOOKING STATEMENTS

     The  statements   contained  in  this   prospectus   and  the   information
incorporated by reference include forward-looking  statements within the meaning
of the Private Securities  Litigation Reform Act of 1995. These  forward-looking
statements  involve  risks,  uncertainties  and other factors that may cause our
actual  results  to  differ  materially  from  the  results  we  discuss  in the
forward-looking  statements.   These  risks,  uncertainties  and  other  factors
include, but are not limited to:

        -  our substantial leverage,

        -  changes in general economic and business conditions,

        -  changes in interest rates and the availability of mortgage financing,

        -  governmental regulations and environmental matters,

        -  competitive conditions within our industry,

        -  the availability of capital, and

        -  the ability to effect acquisitions successfully.

                                        2





                                   THE COMPANY

Homebuilding

     D.R.  Horton,  Inc.  is a  national  homebuilder.  We  construct  and  sell
single-family  homes  in  metropolitan  areas  of  the  Mid-Atlantic,   Midwest,
Southeast,  Southwest  and West  regions  of the  United  States.  We offer high
quality homes,  designed principally for first-time and move-up home buyers. Our
homes generally range in size from 1,000 to 5,000 square feet and range in price
from  $80,000 to $600,000.  For the year ended  September  30,  1998,  we closed
13,944  homes with an average  sales price of  approximately  $153,300.  For the
three  months ended  December  31,  1998,  we closed 3,846 homes with an average
sales price of approximately $159,000.

Our Homebuilding Markets

     We are one of the largest and most geographically  diversified homebuilders
in the United States, with operating divisions in 23 states and 40 markets as of
March 31, 1999. The markets we operate in include: Albuquerque, Atlanta, Austin,
Baltimore, Birmingham,  Charleston, Charlotte, Chicago, Cincinnati,  Dallas/Fort
Worth,  Denver,  Greensboro,  Greenville,  Hilton Head,  Houston,  Jacksonville,
Killeen, Las Vegas, Los Angeles, Louisville, Minneapolis/St. Paul, Myrtle Beach,
Nashville,  New Jersey,  Newport News, Orlando,  Pensacola,  Phoenix,  Portland,
Raleigh/Durham,  Richmond,  Sacramento,  Salt Lake City, St. Louis, San Antonio,
San Diego, South Florida, Tucson, suburban Washington, D.C.
and Wilmington.

     We build homes under the following names:  D.R. Horton, Arappco, Cambridge,
Continental,  Dobson, Mareli, Milburn, Joe Miller, Regency, RMP, SGS, Torrey and
Trimark.

Formation

     Donald R. Horton  began  our  homebuilding business  in 1978.  In 1991 D.R.
Horton, Inc. was incorporated in Delaware  to acquire the assets  and businesses
of our  predecessor  companies  which were  residential  home  construction  and
development  companies owned  or controlled by  Mr. Horton.  Since July 1993, we
have acquired 15 other homebuilding companies.

Location of Executive Offices

     Our principal  executive  offices are at 1901 Ascension  Blvd.,  Suite 100,
Arlington, Texas 76006, and our telephone number is (817) 856-8200.

                                        3





                             SECURITIES WE MAY OFFER

Types of Securities

     The  types of  securities  that we may  offer and sell from time to time by
this prospectus are:

   -  debt  securities,  which we may issue in one or more  series and which may
      include guarantees of the debt securities by most of our subsidiaries,

   -  preferred stock, which we may issue in one or more series,

   -  common stock, or

   -  warrants  entitling the holders to purchase common stock,  preferred stock
      or debt securities.

      The  aggregate  initial  offering  price of all  securities  sold will not
exceed $600,000,000.  We will determine when we sell securities,  the amounts of
securities  we will sell and the  prices  and other  terms on which we will sell
them.  We may sell  securities  to or through  underwriters,  through  agents or
directly to purchasers.

Additional Information

      We will  describe in a prospectus  supplement,  which we will deliver with
this  prospectus,  the terms of particular  securities which we may offer in the
future. In each prospectus supplement we will include the following information:

          -  The type and amount of securities which we propose to sell;

          -  The initial public offering price of the securities;

          -  The names of  the  underwriters  or agents,  if any,  through or to
             which we will sell the securities;

          -  The compensation, if any, of those underwriters or agents;

          -  Information  about  securities  exchanges  or  automated  quotation
             systems on which the securities will be listed or traded;

          -  United  States federal  income tax considerations applicable to the
             securities; and

          -  Any  other  material information about the offering and sale of the
             securities.

                                 USE OF PROCEEDS

      Except as may be stated in the applicable prospectus supplement, we intend
to use the net proceeds from the sale of the  securities  for general  corporate
purposes, including acquisition, development and construction of new residential
properties, acquisition of companies in homebuilding and related businesses, and
repayment of existing indebtedness.


                                        4





                       RATIO OF EARNINGS TO FIXED CHARGES

      The following  table sets forth our ratio of earnings to fixed charges for
the five years ended September 30, 1998, and the three months ended December 31,
1997 and 1998:


                                                          Three months ended
                     Year ended September 30,                 December 31,
              --------------------------------------   -------------------------

               1994    1995    1996    1997    1998        1997         1998
               ----    ----    ----    ----    ----        ----         ----
Ratio......    3.01    2.50    3.15    2.88    3.13        2.67         4.44
               ====    ====    ====    ====    ====        ====         ====

      For purposes of computing the ratio of earnings to fixed charges, earnings
consist  of the  sum of  pretax  income  from  continuing  operations,  interest
amortized  to cost of sales,  interest  expense and the portion of rent  expense
deemed to  represent  interest.  Fixed  charges  consist of  interest  incurred,
whether expensed or capitalized,  including amortization of debt issuance costs,
if applicable,  and the portion of rent expense deemed to represent interest. To
date, we have not issued any preferred stock; therefore,  the ratios of earnings
to combined fixed charges and preferred stock dividend requirements are the same
as the ratios of earnings to fixed charges presented above.

                         DESCRIPTION OF DEBT SECURITIES

      We may issue debt securities under one or more  indentures,  to be entered
into between us, most of our subsidiaries if they guarantee the debt securities,
and American Stock Transfer & Trust Company,  New York, New York, as trustee, or
another trustee chosen by us, qualified to act as such under the Trust Indenture
Act of  1939  and  appointed  in a  supplemental  indenture  with  respect  to a
particular series. The indentures are governed by the Trust Indenture Act.

      The  following  is  summary of the  indentures.  It does not  restate  the
indentures  entirely.  We urge you to read the  indentures.  We are  filing  the
indentures as exhibits to the registration statement of which this prospectus is
a part,  and you may inspect them at the office of the trustee,  or as described
under "Incorporation of Certain Documents By Reference".  References below to an
"indenture" are references to the applicable  indenture under which a particular
series of debt securities is issued.

Terms of the Debt Securities

      Our debt securities will be unsecured  obligations of D.R. Horton, Inc. We
may issue them in one or more series.  Authorizing resolutions or a supplemental
indenture will set forth the specific  terms of each series of debt  securities.
We shall provide a prospectus supplement for each series of debt securities that
will describe:

           -  the title of the debt securities and  whether the  debt securities
              are senior, senior  subordinated, or subordinated debt securities;

           -  the  aggregate  principal  amount of the debt  securities  and any
              limit upon the  aggregate  principal  amount of the series of debt
              securities;

           -  the date or dates on which  principal of the debt  securities will
              be payable and the amount of principal which will be payable;


                                        5





           -  the rate or rates  (which may be fixed or  variable)  at which the
              debt securities  will bear interest,  if any, as well as the dates
              from which interest will accrue,  the dates on which interest will
              be payable  and the record  date for the  interest  payable on any
              payment date;

           -  the  currency or  currencies in  which principal, premium, if any,
              and interest, if any, will be payable;

           -  the  place  or  places  where  principal,  premium,  if  any,  and
              interest, if any, on the debt securities will be payable and where
              debt securities  which are in registered form can be presented for
              registration of transfer or exchange;  and the  identification  of
              any depositary or depositaries for any global debt securities;

           -  any  provisions  regarding  our right to redeem or  purchase  debt
              securities  or the right of  holders  to  require  us to redeem or
              purchase debt securities;

           -  the right,  if any, of holders of the debt  securities  to convert
              them into our  common  stock or other  securities,  including  any
              provisions intended to prevent dilution of the conversion rights;

           -  any  provisions  requiring or  permitting us to make payments to a
              sinking  fund to be used to redeem debt  securities  or a purchase
              fund to be used to purchase debt securities;

           -  the  percentage of the principal  amount at which debt  securities
              will be  issued  and,  if other  than the  full  principal  amount
              thereof,  the  percentage  of the  principal  amount  of the  debt
              securities  which is payable if maturity of the debt securities is
              accelerated because of a default;

           -  the terms, if any, upon which debt securities may be subordinated
              to our other indebtedness;

           -  any additions to,  modifications of or deletions from the terms of
              the debt securities with respect to events of default or covenants
              or other provisions set forth in the indenture; and

           -  any  other  material  terms of the debt  securities,  which may be
              different than the terms set forth in this prospectus.

      Each  prospectus  supplement  will describe,  as to the debt securities to
which it relates,  any guarantees by our direct and indirect  subsidiaries which
may guarantee the debt securities, including the terms of subordination, if any,
of any such guarantee.

      The  applicable  prospectus  supplement  will also  describe  any material
covenants to which a series of debt securities will be subject.


                                       6





Events of Default and Remedies

      An event of default with respect to any series of debt  securities will be
defined in the indenture or applicable supplemental indenture as being:

  -  our default in payment  of the principal  of or premium,  if any, on any of
     the debt securities of such series;

  -  default for 30 days in payment of any  installment  of interest on any debt
     security of such series beyond any applicable grace period;

  -  default by us or any guarantor  subsidiary  for 60 days after notice in the
     observance  or  performance  of any other  covenants  in the  indenture  or
     applicable supplemental indenture relating to such series; and

  -  bankruptcy, insolvency  or reorganization of our company or our significant
     guarantor subsidiaries.

The indenture  will provide that the trustee may withhold  notice to the holders
of any series of debt securities of any default,  except a default in payment of
principal,  premium, if any, or interest, if any, with respect to such series of
debt securities,  if the trustee  considers it in the interest of the holders of
such series of debt securities to do so.

      The  indenture  will provide that if any event of default has occurred and
is continuing with respect to any series of debt securities,  the trustee or the
holders  of not  less  than  25% in  principal  amount  of such  series  of debt
securities then outstanding may declare the principal of all the debt securities
of such  series to be due and  payable  immediately.  However,  the holders of a
majority  in  principal  amount  of the  debt  securities  of such  series  then
outstanding  by written  notice to the  trustee and to us may waive any event of
default with respect to such series of debt securities,  other than any event of
default in payment of principal or interest.  Holders of a majority in principal
amount of the then  outstanding  debt  securities  of any series may  rescind an
acceleration  with  respect  to such  series  and its  consequences,  except  an
acceleration  due to nonpayment of principal or interest on such series,  if the
rescission  would not conflict  with any judgement or decree and if all existing
events of default with respect to such series have been cured or waived.

      The holders of a majority of the outstanding  principal amount of the debt
securities  of any  series  will have the right to direct  the time,  method and
place of conducting any proceedings for any remedy available to the trustee with
respect to such series, subject to limitations specified in the indenture.

Defeasance

      The indenture will permit us and our guarantor  subsidiaries  to terminate
all our  respective  obligations  under  the  indenture  as they  relate  to any
particular series of debt securities, other than the obligation to pay interest,
if any, on and the  principal of the debt  securities of such series and certain
other obligations, at any time by:

           -  depositing in trust with the trustee,  under an irrevocable  trust
              agreement,  money  or U.S.  government  obligations  in an  amount
              sufficient to pay  principal of and interest,  if any, on the debt
              securities of such series to their maturity, and


                                       7




           -  complying with other conditions, including delivery to the trustee
              of an opinion of counsel or a ruling  received  from the  Internal
              Revenue  Service to the effect  that  holders  will not  recognize
              income,  gain or loss for federal  income tax purposes as a result
              of our  exercise  of such  right and will be  subject  to  federal
              income tax on the same  amount  and in the same  manner and at the
              same times as would have been the case otherwise.

      In addition,  the indenture will permit us and our guarantor  subsidiaries
to  terminate  all of our  respective  obligations  under the  indenture as they
relate to any particular series of debt securities, including the obligations to
pay interest, if any, on and the principal of the debt securities of such series
and certain other obligations, at any time by:

           -  depositing in trust with the trustee,  under an irrevocable  trust
              agreement,  money  or U.S.  government  obligations  in an  amount
              sufficient to pay  principal of and interest,  if any, on the debt
              securities of such series to their maturity, and

           -  complying with other conditions, including delivery to the trustee
              of an opinion of counsel or a ruling  received  from the  Internal
              Revenue  Service to the effect  that  holders  will not  recognize
              income,  gain or loss for federal  income tax purposes as a result
              of the our  exercise  of such right and will be subject to federal
              income tax on the same  amount  and in the same  manner and at the
              same times as would have been the case otherwise, which opinion of
              counsel is based upon a change in the  applicable  federal tax law
              since the date of the indenture.

Transfer and Exchange

      A holder  will be able to transfer or  exchange  debt  securities  only in
accordance with the indenture.  The registrar may require a holder,  among other
things, to furnish appropriate  endorsements and transfer documents,  and to pay
any taxes and fees required by law or permitted by the indenture.

Amendment, Supplement and Waiver

      Without  the  consent  of any  holder,  we and the  trustee  may  amend or
supplement  the  indenture,  the  debt  securities  or the  guarantees  of  debt
securities to:

           -  cure any ambiguity, defect or inconsistency;

           -  create a series and establish its terms;

           -  provide  for  uncertificated  debt securities in addition to or in
              place of certificated debt securities;

           -  make any change that does not adversely affect the legal rights of
              any holder; or

           -  delete a guarantor  subsidiary which, in accordance with the terms
              of the  indenture,  ceases to be liable on its  guarantee  of debt
              securities.

      With the  exceptions  discussed  below,  we and the  trustee  may amend or
supplement the indenture,  the debt securities or the guarantees of a particular
series  with the  consent of the  holders of at least a  majority  in  principal
amount of the debt securities of such series then outstanding. In addition, the


                                       8




holders of a majority in principal  amount of the debt securities of such series
then  outstanding may waive any existing  default under, or compliance with, any
provision of the indenture  relating to a particular  series of debt securities,
other  than any event of default in payment  of  interest  or  principal.  These
consents  and  waivers  may be obtained  in  connection  with a tender  offer or
exchange offer for debt securities.

Without the consent of each holder affected, we and the trustee may not:

  -  reduce the amount of debt  securities  of such series  whose  holders  must
     consent to an amendment, supplement or waiver,

  -  reduce the rate of or change the time for payment of interest,

  -  reduce the  principal of or change the fixed  maturity of any debt security
     or alter the provisions with respect to redemptions or mandatory  offers to
     repurchase debt securities,

  -  make  any  debt  security  payable  at a  place or in money other than that
     stated in the debt security,

  -  modify the ranking or priority of the debt securities or any guarantee,

  -  release  any  guarantor  from any of its obligations under its guarantee or
     the indenture except in accordance with the indenture, or

  -  waive a  continuing default  in the payment of principal  of or interest on
     the debt securities.

      The right of any holder to participate  in any consent  required or sought
pursuant to any  provision of the  indenture,  and our  obligation to obtain any
such  consent  otherwise  required  from  such  holder,  may be  subject  to the
requirement  that such  holder  shall have been the holder of record of any debt
securities with respect to which such consent is required or sought as of a date
identified by the trustee in a notice  furnished to holders in  accordance  with
the indenture.

Concerning the Trustee

      In the ordinary course of its business,  American Stock Transfer and Trust
Company, the trustee,  provides,  and may continue to provide,  service to us as
transfer  agent for our common stock and trustee under an indenture  relating to
our 8-3/8% Senior Notes due 2004 and our 8% Senior Notes due 2009. The indenture
will  contain  limitations  on the rights of the  trustee,  should it become our
creditor,  to obtain  payment  of claims in  specified  cases or to  realize  on
property  received in respect of any such claim as security  or  otherwise.  The
indenture will permit the trustee to engage in other  transactions;  however, if
it acquires any conflicting interest, it must eliminate such conflict or resign.

      The indenture  will provide that in case an event of default occurs and is
not cured,  the trustee will be required,  in the exercise of its power,  to use
the degree of care of a prudent person in similar  circumstances  in the conduct
of its own  affairs.  The trustee may refuse to perform any duty or exercise any
right or power under the indenture, unless it receives indemnity satisfactory to
it against any loss, liability or expense.


                                       9



Governing Law

      The laws of the  State of New York will  govern  the  indenture,  the debt
securities and the guarantees of the debt securities.

                 DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK

      Our authorized  capital stock is 200,000,000  shares of common stock, $.01
par value, and 30,000,000 shares of preferred stock, $.10 par value. At April 9,
1999,  64,175,878  shares of common stock and no shares of preferred  stock were
outstanding.

Preferred Stock

      We may issue  preferred  stock in series  with any rights and  preferences
which  may be  authorized  by our  board  of  directors.  We will  distribute  a
prospectus  supplement with regard to each particular series of preferred stock.
Each prospectus supplement will describe, as to the series of preferred stock to
which it relates:

  -  the title of the series of preferred stock;

  -  any limit upon the number of shares of the series of preferred stock which
     may be issued;

  -  the preference,  if any, to  which holders of the series of preferred stock
     will be entitled upon our liquidation;

  -  the date  or dates on which  we will be required or permitted to redeem the
     preferred stock;

  -  the terms,  if any, on which we or holders of the preferred stock will have
     the option to cause the preferred stock to be redeemed or purchased;

  -  the voting rights, if any, of the holders of the preferred stock;

  -  the  dividends,  if any, which will be payable with regard to the series of
     preferred stock,  which may be fixed dividends or  participating  dividends
     and may be cumulative or non-cumulative;

  -  the right,  if any,  of holders of the  preferred  stock to convert it into
     another class of our stock or securities,  including provisions intended to
     prevent dilution of those conversion rights;

  -  any  provisions  by which we will be required or permitted to make payments
     to a sinking fund to be used to redeem  preferred  stock or a purchase fund
     to be used to purchase preferred stock; and

  -  any other material terms of the preferred stock.

Holders of shares of preferred stock will not have preemptive rights.


                                       10



Common Stock

      Holders of our common  stock are  entitled to one vote for each share held
of record on all matters  submitted to a vote of  stockholders.  The vote of the
holders of a majority of the stock represented at a meeting at which a quorum is
present is generally required to take stockholder action,  unless a greater vote
is required by law.  The holders are not  entitled to  cumulative  voting in the
election of directors.  Accordingly,  the holder or holders of a majority of the
outstanding  shares of common  stock will be able to elect our  entire  board of
directors.

      Holders of common stock have no  preemptive  rights.  They are entitled to
such dividends as may be declared by our board of directors out of funds legally
available  for such  purpose.  The common  stock is not  entitled to any sinking
fund, redemption or conversion  provisions.  On our liquidation,  dissolution or
winding up, the holders of common stock are entitled to share ratably in our net
assets remaining after the payment of all creditors and liquidation  preferences
of  preferred  stock,  if any. The  outstanding  shares of common stock are duly
authorized,  validly  issued,  fully  paid and  nonassessable.  There  will be a
prospectus  supplement  relating to any offering of common stock offered by this
prospectus.

      The transfer  agent and registrar  for the common stock is American  Stock
Transfer & Trust Company,  New York, New York, which currently serves as trustee
for our 8-3/8%  Senior  Notes due 2004 and 8% Senior Notes due 2009 and may also
serve  as  trustee  under  an  indenture  for debt  securities  offered  by this
prospectus.

      The  following  provisions in our charter or bylaws may make a takeover of
our company more difficult:

           -  an  article  in  our  charter  prohibiting  stockholder  action by
              written consent;

           -  an article in our charter  requiring the  affirmative  vote of the
              holders of two-thirds of the outstanding shares of common stock to
              remove a director;

           -  a bylaw  limiting  the  persons who may call  special  meetings of
              stockholders  to our board of directors or a committee  authorized
              to call a meeting by the board or the bylaws; and

           -  bylaws  providing time limitations for nominations for election to
              the board of directors or for proposing matters which can be acted
              upon at stockholders' meetings.

      These  provisions may delay  stockholder  actions with respect to business
combinations and the election of new members to our board of directors. As such,
the  provisions  could  discourage  open market  purchases  of our common  stock
because a stockholder  who desires to participate  in a business  combination or
elect a new  director  may  consider  them  disadvantageous.  Additionally,  the
issuance of preferred  stock could delay or prevent a change of control or other
corporate action.

      As a Delaware  corporation,  we are subject to Section 203 of the Delaware
General  Corporation  Law. In  general,  Section  203  prevents  an  "interested
stockholder"  from engaging in a "business  combination" with us for three years
following the date that person became an interested stockholder, unless:

           -  before that person became an interested stockholder,  our board of
              directors   approved  the  transaction  in  which  the  interested
              stockholder  became an  interested  stockholder  or  approved  the
              business combination;


                                       11



           -  upon completion of the transaction that resulted in the interested
              stockholder  becoming an interested  stockholder,  the  interested
              stockholder  owned at least 85% of our voting stock outstanding at
              the  time  the  transaction  commenced,  excluding  stock  held by
              persons who are both directors and officers of our  corporation or
              by certain employee stock plans; or

           -  on or following the date on which that person became an interested
              stockholder,  the business combination is approved by our board of
              directors  and  authorized  at a meeting  of  stockholders  by the
              affirmative  vote  of  the  holders  of at  least  66-2/3%  of our
              outstanding  voting stock excluding  shares held by the interested
              stockholder.

      A "interested stockholder" is generally a person owning 15% or more of our
outstanding voting stock. A "business combination" includes mergers, asset sales
and other  transactions  resulting  in a  financial  benefit  to the  interested
stockholder.

                             DESCRIPTION OF WARRANTS

      We may issue  warrants  for the  purchase  of debt  securities,  preferred
stock,  common  stock,  or units of two or more of  these  types of  securities.
Warrants may be issued independently or together with debt securities, preferred
stock or common  stock  and may be  attached  to or  separate  from any  offered
securities.  Each series of  warrants  will be issued  under a separate  warrant
agreement to be entered into between us and a bank or trust company,  as warrant
agent.  The warrant  agent will act solely as our agent in  connection  with the
warrants and will not assume any obligation or  relationship  of agency or trust
for or with any registered holders of warrants or beneficial owners of warrants.

      We will  distribute a prospectus  supplement  with regard to each issue of
warrants. Each prospectus supplement will describe:

           -  in  the  case  of  warrants  to  purchase  debt  securities,   the
              designation, aggregate principal amount, currencies, denominations
              and  terms  of the  series  of debt  securities  purchasable  upon
              exercise of the  warrants  and the price at which you may purchase
              the debt securities upon exercise;

           -  in  the  case  of  warrants  to  purchase   preferred  stock,  the
              designation,  number of shares,  stated  value and terms,  such as
              liquidation, dividend, conversion and voting rights, of the series
              of preferred stock  purchasable  upon exercise of the warrants and
              the  price at which  you may  purchase  such  number  of shares of
              preferred stock of such series upon such exercise;

           -  in the case of warrants to purchase  common  stock,  the number of
              shares  of  common  stock  purchasable  upon the  exercise  of the
              warrants  and the price at which you may  purchase  such number of
              shares of common stock upon such exercise;

           -  in the  case  of  warrants  to  purchase  units  of  two  or  more
              securities,  the type,  number, and terms of the units purchasable
              upon  exercise  of the  warrants  and the  price at which  you may
              purchase the units upon such exercise;

           -  the period during which you may exercise the warrants;


                                       12



           -  any provision  adjusting the  securities  that may be purchased on
              exercise of the warrants,  and the exercise price of the warrants,
              to prevent dilution or otherwise;

           -  the place  or places  where warrants can be presented for exercise
              or for registration of transfer or exchange; and

           -  any other material terms of the warrants.

      Warrants  for the  purchase of  preferred  stock and common  stock will be
offered  and  exercisable  for U.S.  dollars  only.  Warrants  will be issued in
registered  form  only.  The  exercise  price for  warrants  will be  subject to
adjustment as described in the applicable prospectus supplement.

      Prior  to the  exercise  of any  warrants  to  purchase  debt  securities,
preferred  stock or common  stock,  holders of the warrants will not have any of
the rights of holders of the debt  securities,  preferred  stock or common stock
purchasable upon exercise, including:

           -  in the case of warrants for the purchase of debt  securities,  the
              right to receive payments of principal of, any premium or interest
              on the debt  securities  purchasable  upon  exercise or to enforce
              covenants in the applicable indenture; or

           -  in the case of warrants  for the  purchase of  preferred  stock or
              common  stock,  the right to vote or to receive  any  payments  of
              dividends on the preferred stock or common stock  purchasable upon
              exercise.

                              PLAN OF DISTRIBUTION

      Any of the securities being offered by this prospectus may be sold:

           -  through agents,

           -  to or through underwriters,

           -  through dealers,

           -  directly by us to purchasers, through a specific bidding , auction
              or other process; or

           -  through a combination of any such methods of sale.

      The distribution of securities may be effected from time to time in one or
more transactions at a fixed price, or prices which may be changed, or at market
prices  prevailing  at the time of sale,  at prices  related to such  prevailing
market prices or at negotiated prices.

      Agents  designated by us from time to time may solicit  offers to purchase
the securities. We will name any such agent involved in the offer or sale of the
securities  and set forth any  commissions  payable  by us to such  agent in the
prospectus supplement.  Unless otherwise indicated in the prospectus supplement,
any such  agent  will be acting on a best  efforts  basis for the  period of its
appointment.  Any such agent may be deemed to be an underwriter, as that term is
defined in the Securities Act, of the securities.


                                       13



      If an underwriter or underwriters  are utilized in the sale of securities,
we will execute an underwriting  agreement with such underwriter or underwriters
at the time an  agreement  for such  sale is  reached.  We will set forth in the
prospectus  supplement  the  names  of  the  specific  managing  underwriter  or
underwriters,  as  well  as  any  other  underwriters,  and  the  terms  of  the
transactions,  including  compensation  of the  underwriters  and dealers.  Such
compensation  may be in the  form  of  discounts,  concessions  or  commissions.
Underwriters  and others  participating in any offering of securities may engage
in transactions  that stabilize,  maintain or otherwise affect the price of such
securities. We will describe any such activities in the prospectus supplement.

      If a  dealer  is  utilized  in  the  sale  of  the  securities,  we  or an
underwriter  will sell such securities to the dealer,  as principal.  The dealer
may then resell such securities to the public at varying prices to be determined
by such dealer at the time of resale.  The prospectus  supplement will set forth
the name of the dealer and the terms of the transactions.

      We may  directly  solicit  offers to purchase the  securities,  and we may
sell, directly to institutional investors or others. These persons may be deemed
to be underwriters  within the meaning of the Securities Act with respect to any
resale of the securities.  The prospectus  supplement will describe the terms of
any such  sales,  including  the terms of any  bidding  or auction  process,  if
utilized.

      Agents,  underwriters  and dealers may be entitled under  agreements which
may  be  entered  into  with  us  to  indemnification  by us  against  specified
liabilities,  including liabilities under the Securities Act, or to contribution
by us to payments  they may be required to make in respect of such  liabilities.
The  prospectus  supplement  will  describe  the  terms and  conditions  of such
indemnification or contribution. Some of the agents, underwriters or dealers, or
their  affiliates  may be customers of ours, or engage in  transactions  with or
perform services for us and our subsidiaries in the ordinary course of business.

                                  LEGAL MATTERS

      Gibson,  Dunn & Crutcher LLP, Dallas,  Texas,  will render an opinion with
respect to the validity of the securities being offered by this  prospectus.  We
will file the opinion as an exhibit to the  registration  statement.  If counsel
for any underwriters passes on legal matters in connection with an offering made
by this  prospectus,  we will name that  counsel  in the  prospectus  supplement
relating to that offering.

                                     EXPERTS

      Ernst & Young LLP,  independent  auditors,  have audited the  consolidated
financial statements of D.R. Horton, Inc. appearing in our Annual Report on Form
10-K for the  year  ended  September  30,  1998,  as set  forth in their  report
included in such financial statements and incorporated herein by reference. Such
auditors  based  their  report in part on the  report of  Arthur  Andersen  LLP,
independent  auditors.  We incorporate by reference such consolidated  financial
statements  in this  prospectus  in reliance  upon such  reports  given upon the
authority of such firm as experts in accounting and auditing.

      The financial  statements of Continental  Homes Holding Corp. for the year
ended May 31, 1996,  incorporated  by reference in this  registration  statement
have been audited by Arthur Andersen LLP,  independent  public  accountants,  as
indicated  in their  report with respect  thereto,  and are  included  herein in
reliance upon the authority of said firm as experts in giving said report.


                                       14



                       WHERE YOU CAN FIND MORE INFORMATION

      D.R. Horton, Inc. files  annual,  quarterly  and  special  reports,  proxy
statements and other information with  the Securities  and  Exchange  Commission
under  the  Securities  Exchange  Act  of  1934.   You  may  read  and copy this
information at the following locations of the Commission:


Judiciary Plaza,           Seven World Trade Center,     Citicorp Center
Room 10024                 Suite 1300                    500 West Madison Street
450 Fifth Street,          New York, New York 10048      Suite 1400  
N.W. Street                                              Chicago, Illinois 60661
Washington, D.C.  20549                                  
                                                       

      You can also  obtain  copies of this  information  by mail from the Public
Reference  Room  of  the  Commission,   450  Fifth  Street,  N.W.,  Room  10024,
Washington,  D.C. 20549, at prescribed rates. You may obtain  information on the
operation  of the Public  Reference  Room by  calling  the  Commission  at (800)
SEC-0330.

      The  Commission  also  maintains  an  internet  world  wide web site  that
contains reports, proxy statements and other information about issuers, like us,
who file electronically with the Commission.
The address of that site is http://www.sec.gov.

      You can also inspect reports, proxy statements and other information about
us at the offices of the New York Stock  Exchange,  Inc., 20 Broad  Street,  New
York, New York 10005.

      We and our guarantor subsidiaries have filed jointly with the Commission a
registration  statement  on  Form  S-3  that  registers  the  securities  we are
offering.  The  registration  statement,  including  the  attached  exhibits and
schedules,  contains  additional  relevant  information  about us, our guarantor
subsidiaries  and the  securities  offered.  The  rules and  regulations  of the
Commission  allow us to omit certain  information  included in the  registration
statement from this prospectus.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The Commission  allows us to "incorporate by reference"  information  into
this prospectus. This means that we can disclose important information to you by
referring you to another  document filed  separately  with the  Commission.  The
information  incorporated  by  reference  is  considered  to  be  part  of  this
prospectus, except for any information that is superseded by information that is
included directly in this document.

      This prospectus  includes by reference the documents  listed below that we
have  previously  filed  with the  Commission  and that are not  included  in or
delivered  with this  document.  They contain  important  information  about our
company and its financial condition.


FILING                                       PERIOD
================================================================================
Annual Report on Form 10-K                   Year ended September 30, 1998



                                       15



FILING                                       PERIOD
================================================================================
Pages  two  through  eleven,   "Election  of  Directors",   through   "Executive
Compensation-Compensation  Committee  Interlocks and Insider  Participation" and
page  sixteen,   "Section  16(a)  Beneficial  Ownership  Reporting  Compliance",
contained in our Proxy Statement  dated December 10, 1998,  relating to our 1999
annual meeting of stockholders and  incorporated  into our Annual Report on Form
10-K.  

Quarterly Report on Form 10-Q                Quarter ended December 31, 1998 

Current Reports on Form 8-K                  Filed November 3, 1998
                                             Filed February 2, 1999

      We incorporate by reference additional documents that we may file with the
Commission  between the date of this  prospectus  and the date of the closing of
each offering.  These documents include periodic reports, such as Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements.

      You can obtain any of the  documents  incorporated  by  reference  in this
document  from us without  charge,  excluding  any  exhibits to those  documents
unless the exhibit is  specifically  incorporated  by reference as an exhibit to
this  prospectus.  You can obtain  documents  incorporated  by reference in this
prospectus  by  requesting  them  in  writing  or by  telephone  from  us at the
following address:

                         Assistant to Corporate Counsel
                                D.R. Horton, Inc.
                            1901 Ascension Boulevard
                                    Suite 100
                             Arlington, Texas 76006
                            (817)856-8200, ext. 1046

  Our Internet address is http://www.DRHORTON.com.


                                       16



================================================================================
     We  have  not  authorized  anyone  to give  any  information  or  make  any
representation  about  us  that is  different  from,  or in  addition  to,  that
contained  in  this  prospectus  or  in  any  of  the  materials  that  we  have
incorporated by reference into this document. Therefore, if anyone does give you
information  of  this  sort,  you  should  not  rely  on  it.  If  you  are in a
jurisdiction  where offers to sell, or solicitations of offers to purchase,  the
securities offered by this document are unlawful, or if you are a person to whom
it is unlawful to direct these types of activities,  then the offer presented in
this document does not extend to you. The information contained in this document
speaks only as of the date of this document, unless the information specifically
indicates that another date applies.




                                  $600,000,000


                                D.R. HORTON, INC.


                                Debt Securities,
                                Preferred Stock,
                                  Common Stock
                                  and Warrants

                                 --------------


                                   PROSPECTUS


                                           , 1999


                                 --------------



================================================================================







                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.          Other Expenses of Issuance and Distribution.*


Securities and Exchange Commission registration fee...........          $167,055
Blue Sky fees and expenses....................................             1,000
Printing and engraving fees and expenses......................           225,000
Trustees' fees and expenses...................................             1,000
Rating agency fees............................................           500,000
Accountants' fees and expenses................................            75,000
Legal fees and expenses.......................................           150,000
Miscellaneous.................................................           200,000
                                                                      ----------
         Total    ............................................        $1,319,055
                                                                     ===========

- ----------
      *  All  fees  and  expenses  will be paid by the  Company.  All  fees  and
         expenses other than the Securities and Exchange  Commission filing fees
         are estimated.

Item 15.  Indemnification of Directors and Officers.

      The registrant's  Amended and Restated  Certificate of  Incorporation,  as
amended, provides that the registrant shall, to the full extent permitted by the
Delaware General Corporation Law or other applicable laws presently or hereafter
in  effect,  indemnify  each  person  who is or was or had  agreed  to  become a
director or officer of the registrant, or each such person who is or was serving
or who had agreed to serve at the written  request of the board of  directors or
an officer of the  registrant as an employee or agent of the  registrant or as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise,  in any such case owned or controlled by the
registrant,  including the heirs,  executors,  administrators  or estate of such
person,  and  eliminates  the personal  liability  of its  directors to the full
extent  permitted by the Delaware  General  Corporation Law or other  applicable
laws  presently  or  hereafter  in effect.  The  registrant  has entered into an
indemnification agreement with each of its directors and executive officers.

      Section 145 of the Delaware General  Corporation Law permits a corporation
to indemnify its directors and officers against expenses  (including  attorney's
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by them in connection  with any action,  suit or proceeding  brought by
third parties, if such directors or officers acted in good faith and in a manner
they  reasonably  believed to be in or not opposed to the best  interests of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe their conduct was unlawful.  In a derivative action,
i.e.,  one by or in the right of the  corporation,  indemnification  may be made
only for expenses actually and reasonably  incurred by directors and officers in
connection  with the defense or settlement  of an action or suit,  and only with
respect  to a matter as to which  they  shall  have acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the  corporation,  except that no  indemnification  shall be made if such person
shall have been adjudged  liable for negligence or misconduct in the performance
of his  respective  duties to the  corporation,  although the court in which the
action or suit was brought may  determine  upon  application  that the defendant
officers or directors are fairly and  reasonably  entitled to indemnity for such
expenses despite such adjudication of liability.

                                      II-1





      Section 102(b)(7) of the Delaware General  Corporation Law provides that a
corporation  may eliminate or limit the personal  liability of a director to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  provided that such provisions  shall not eliminate or limit
the liability of a director (1) for any breach of the director's duty of loyalty
to the  corporation or its  stockholders,  (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (3)
under  section  174 of the  Delaware  General  Corporation  Law,  or (4) for any
transaction from which the director  derived an improper  personal  benefit.  No
such provision  shall eliminate or limit the liability of a director for any act
or omission occurring before the date when such provision becomes effective.

      Any  underwriting  agreement,  which will be filed as Exhibit  1.1 hereto,
will  provide  that the  underwriters  named  therein  will  indemnify  and hold
harmless the registrant and each director,  officer or controlling person of the
registrant from and against specific  liabilities,  including  liabilities under
the Securities Act.

      The  registrant  also  has  obtained   directors  and  officers  liability
insurance that provides insurance coverage for certain  liabilities which may be
incurred by the registrant's directors and officers in their capacity as such.

Item 16.  Exhibits and Financial Schedules.
                  (a)  Exhibits:

     Exhibit                          
     Number                                    Exhibits
    --------                                   --------
      1.1*       -    Form of Underwriting Agreement
      4.1(a)     -    Form of Senior Debt Securities  Indenture  (including form
                      of notes)  (incorporated  by reference from Exhibit 4.1(a)
                      to  the  registrant's  registration  statement  (No.  333-
                      27521) on Form S-3, filed May 21, 1997)
      4.1(b)     -    Form of  Senior  Subordinated  Debt  Securities  Indenture
                      (including form of notes)  (incorporated by reference from
                      Exhibit  4.1(b)  to  Amendment  No. 1 to the  registrant's
                      registration  statement (No. 333-27521) on Form S-3, filed
                      June 2, 1997)
      4.1(c)     -    Form of Subordinated Debt Securities  Indenture (including
                      form of notes)  (incorporated  by  reference  from Exhibit
                      4.1(c) to Amendment No. 1 to the registrant's registration
                      statement (No. 333-27521) on Form S-3, filed June 2, 1997)
      4.2        -    Amended and  Restated  Certificate  of  Incorporation,  as
                      amended,  of the registrant 
      4.3        -    Amended   and    Restated   Bylaws   of   the   registrant
                      (incorporated  by  reference  from   Exhibit  3.1  to  the
                      registrant's Quarterly Report on Form 10-Q for the quarter
                      ended December 31, 1998)
      4.4*       -    Form of Warrant Agreement (including form of warrant)
      5.1        -    Opinion of Gibson,  Dunn  &  Crutcher LLP, Dallas,  Texas,
                      as to the validity of the securities being registered
     12.1        -    Statement  of  computation  of  ratio of earnings to fixed
                      charges 
     23.1        -    Consent of Gibson,  Dunn  &  Crutcher  LLP,  Dallas, Texas
                      (See Exhibit 5.1) 
     23.2        -    Consent of Ernst & Young LLP, Fort Worth, Texas 
     23.3        -    Consent of Arthur Andersen LLP, Phoenix, Arizona  
     24.1        -    Powers  of  Attorney   (See   signature   page   of   this
                      registration statement)  
     25.1*       -    Statement of eligibility of trustee on Form T-1
- ----------
      *  To be filed by amendment hereto or pursuant to a Current Report on Form
         8-K to be incorporated herein by reference.

                                      II-2




Item 17.  Undertakings.

         (a) The undersigned  registrant hereby 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 section 15 (d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15  (d) of the
Securities 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.

         (b)  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 foregoing provisions described in Item
15, 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 Act  and  is,  therefore,  unenforceable.  If 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 Act and will
be governed by the final adjudication of such issue.

         (c) 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:

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

                  (ii)     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 the registration  statement;
                           and

                  (iii)    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  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports  filed with the  Commission by the
registrant  pursuant to section 13 or section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in the registration statement.

              (2) That, for the purposes 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

                                      II-3





         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.

         (d) The undersigned registrant hereby undertakes to file an application
for the  purpose of  determining  the  eligibility  of the  trustee to act under
subsection (a) of section 310 of the Trust  Indenture Act in accordance with the
rules and regulations  prescribed by the Commission  under section  305(b)(2) of
the Act.

                                      II-4





                        SIGNATURES AND POWERS OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
D.R. Horton,  Inc., and the co-registrants  named below,  certify that they have
reasonable  grounds to believe that they meet all the requirements for filing on
Form S-3 and have duly caused this registration  statement to be signed on their
behalf by the undersigned,  thereunto duly authorized, in the City of Arlington,
State of Texas, on April 13, 1999.

                                D.R. HORTON, INC.  



                                By:  /s/ Donald R. Horton
                                   ---------------------------
                                   Donald R. Horton
                                   Chairman of the Board


                                CO-REGISTRANTS:
                                C. Richard Dobson Builders, Inc.
                                CHI Construction Company
                                CHTEX of Texas, Inc.
                                Continental Homes, Inc.
                                Continental Homes of Florida, Inc.
                                Continental Ranch, Inc.
                                D.R. Horton, Inc. - Birmingham 
                                D.R. Horton, Inc. - Chicago
                                D.R. Horton, Inc. - Denver
                                D.R. Horton, Inc. - Greensboro
                                D.R. Horton, Inc. - Louisville
                                D.R. Horton, Inc. - Minnesota
                                D.R. Horton, Inc. - New Jersey
                                D.R. Horton, Inc. - Portland
                                D.R. Horton, Inc. - Sacramento
                                D.R. Horton, Inc. - San Diego
                                D.R. Horton, Inc. - Torrey
                                D.R. Horton Los Angeles Holding Company, Inc.
                                D.R. Horton Los Angeles Management Company, Inc.
                                D.R. Horton San Diego Holding Company, Inc.
                                D.R. Horton San Diego Management Company, Inc.
                                DRH Cambridge Homes, Inc.
                                DRH Construction, Inc.
                                DRH Tucson Construction, Inc.
                                DRHI, Inc.
                                KDB Homes, Inc.
                                L&W Investments, Inc.
                                Land Development, Inc.
                                Meadows I, Ltd.
                                Meadows IX, Inc.                       
                                Meadows X, Inc.

                                      II-5






                                By:  /s/ David J. Keller
                                   --------------------------------
                                   David J. Keller
                                   Treasurer of the Co-Registrants listed above

                                CH INVESTMENTS OF TEXAS, INC.
                                MEADOWS II, LTD.



                                By:  /s/ William Peck
                                   --------------------------------
                                   William Peck
                                   President

                                CONTINENTAL HOMES OF TEXAS, L.P.

                                By:   CHTEX of Texas, Inc., its general partner



                                      By:   /s/ David J. Keller
                                         -----------------------------
                                         David J. Keller, Treasurer

                                D.R. HORTON MANAGEMENT COMPANY, LTD.
                                D.R. HORTON - TEXAS, LTD.

                                By:   Meadows I, Ltd., its general partner



                                      By:  /s/ Donald R. Horton
                                         --------------------------------
                                         Donald R. Horton
                                         Chairman of the Board

                                      II-6





                                SGS COMMUNITIES AT GRANDE QUAY, LLC

                                By:     Meadows IX, Inc., a member



                                      By:  /s/ Donald R. Horton
                                         -----------------------------
                                         Donald R. Horton
                                         Chairman of the Board
                                    
                                and


                                By:     Meadows X, Inc., a member



                                      By:    /s/ Donald R. Horton
                                         ------------------------------
                                         Donald R. Horton
                                         Chairman of the Board

                                      II-7





     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes  and appoints each of Donald R. Horton,  individually,
and Richard Beckwitt, David J. Keller and Donald J. Tomnitz together as a group,
as his or her true and lawful  attorney-in-fact and agent, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments to this registration statement,  including post-effective amendments,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
each such  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and 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 each such attorney-in-fact and
agent, each acting alone, 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  by  the  following  persons  in  the
capacities and on the dates indicated.

                        REGISTRANT OFFICERS AND DIRECTORS


       Signature                       Title                        Date

  /s/ Donald R. Horton           Chairman of the Board          April 13, 1999
- ---------------------------  (Principal Executive Officer)       
    Donald R. Horton                        

 /s/ Bradley S. Anderson              Director                  April 13, 1999
- ---------------------------
   Bradley S. Anderson

   /s/ Richard Beckwitt               Director                  April 13, 1999
- ---------------------------             
     Richard Beckwitt

  /s/ Richard I. Galland              Director                  April 13, 1999
- ---------------------------
    Richard I. Galland

  /s/ Richard L. Horton               Director                  April 13, 1999
- ---------------------------
    Richard L. Horton

  /s/ Terrill J. Horton               Director                  April 13, 1999
- ---------------------------
    Terrill J. Horton

   /s/ David J. Keller        Treasurer, Chief Financial        April 13, 1999
- ---------------------------     Officer and Director  
     David J. Keller            (Principal Accounting
                                and Financial Officer)

   /s/ Francine I. Neff               Director                  April 13, 1999
- ---------------------------
     Francine I. Neff

    /s/ Scott J. Stone                Director                  April 13, 1999
- ---------------------------
      Scott J. Stone

   /s/ Donald J. Tomnitz              Director                  April 13, 1999
- ---------------------------
     Donald J. Tomnitz

                                      II-8




CO-REGISTRANT OFFICERS AND DIRECTORS


C. Richard Dobson Builders, Inc.
CHI Construction Company
CHTEX of Texas, Inc.
Continental Homes, Inc.
Continental Homes of Florida, Inc.
Continental Ranch, Inc.
D.R. Horton, Inc. - Birmingham
D.R. Horton, Inc. - Chicago
D.R. Horton, Inc. - Denver
D.R. Horton, Inc. - Greensboro
D.R. Horton, Inc. - Louisville
D.R. Horton, Inc. - Minnesota
D.R. Horton, Inc. - New Jersey
D.R. Horton, Inc. - Portland
D.R. Horton, Inc. - Sacramento
D.R. Horton, Inc. - San Diego
D.R. Horton, Inc. - Torrey
D.R. Horton Los Angeles Holding Company, Inc.
D.R. Horton Los Angeles Management Company, Inc.
D.R. Horton San Diego Holding Company, Inc.
D.R. Horton San Diego Management Company, Inc.
DRH Cambridge Homes, Inc.
DRH Construction, Inc.
DRH Tucson Construction, Inc.
DRHI, Inc.
KDB Homes, Inc.
L&W Investments, Inc.
Land Development, Inc.
Meadows I, Ltd.
Meadows IX, Inc.
Meadows X, Inc.


         Signature                     Title                        Date

   /s/ Donald R. Horton          Chairman of the Board          April 13, 1999
- ---------------------------   (Principal Executive Officer)   
     Donald R. Horton          

    /s/ David J. Keller           Treasurer (Principal          April 13, 1999
- ---------------------------  Accounting and Financial Officer) 
      David J. Keller        

                                      II-9




CH Investments of Texas, Inc.
Meadows II, Ltd.


     Signature                       Title                           Date

  /s/ William Peck             Director, President              April 13, 1999
- ------------------------  (Principal Executive Officer)
    William Peck         

  /s/ Don C. Merrell           Director, Treasurer              April 13, 1999
- ------------------------      (Principal Accounting
   Don C. Merrell             and Financial Officer)

/s/ Bradley S. Anderson             Director                    April 13, 1999
- ------------------------
  Bradley S. Anderson



CHTEX of Texas, Inc., the general partner of
         Continental Homes of Texas, L.P.

Meadows I, Ltd., the general partner of
         D.R. Horton Management Company,
         Ltd.
         D.R. Horton - Texas, Ltd.

Meadows IX, Inc., a member of
    and
Meadows X, Inc., a member of
         SGS Communities at Grande Quay,
         LLC

       Signature                       Title                        Date

  /s/ Donald R. Horton          Chairman of the Board           April 13, 1999
- ---------------------------  (Principal Executive Officer) 
    Donald R. Horton          

  /s/ David J. Keller                Treasurer                  April 13, 1999
- ---------------------------    (Principal Accounting 
     David J. Keller           and Financial Officer)

                                      II-10




                                  EXHIBIT INDEX

         (a)  Exhibits:

     Exhibit                             
     Number                                    Exhibits
    --------                                   --------
      1.1*       -    Form of Underwriting Agreement
      4.1(a)     -    Form of Senior Debt Securities  Indenture  (including form
                      of notes)  (incorporated  by reference from Exhibit 4.1(a)
                      to  the  registrant's  registration  statement  (No.  333-
                      27521) on Form S-3, filed May 21, 1997)
      4.1(b)     -    Form of  Senior  Subordinated  Debt  Securities  Indenture
                      (including form of notes)  (incorporated by reference from
                      Exhibit  4.1(b)  to  Amendment  No. 1 to the  registrant's
                      registration  statement (No. 333-27521) on Form S-3, filed
                      June 2, 1997)
      4.1(c)     -    Form of Subordinated Debt Securities  Indenture (including
                      form of notes)  (incorporated  by  reference  from Exhibit
                      4.1(c) to Amendment No. 1 to the registrant's registration
                      statement (No. 333-27521) on Form S-3, filed June 2, 1997)
      4.2        -    Amended and  Restated  Certificate  of  Incorporation,  as
                      amended,  of the registrant 
      4.3        -    Amended   and    Restated   Bylaws   of   the   registrant
                      (incorporated  by  reference  from   Exhibit  3.1  to  the
                      registrant's Quarterly Report on Form 10-Q for the quarter
                      ended December 31, 1998)
      4.4*       -    Form of Warrant Agreement (including form of warrant)
      5.1        -    Opinion of Gibson,  Dunn  &  Crutcher LLP, Dallas,  Texas,
                      as to the validity of the securities being registered
     12.1        -    Statement  of  computation  of  ratio of earnings to fixed
                      charges 
     23.1        -    Consent of Gibson,  Dunn  &  Crutcher  LLP,  Dallas, Texas
                      (See Exhibit 5.1) 
     23.2        -    Consent of Ernst & Young LLP, Fort Worth, Texas 
     23.3        -    Consent of Arthur Andersen LLP, Phoenix, Arizona  
     24.1        -    Powers  of  Attorney   (See   signature   page   of   this
                      registration statement)  
     25.1*       -    Statement of eligibility of trustee on Form T-1
- ----------
      *  To be filed by amendment hereto or pursuant to a Current Report on Form
         8-K to be incorporated herein by reference.

EX-4.2

                                                                     EXHIBIT 4.2
                           CERTIFICATE OF AMENDMENT

                                       OF

                              AMENDED AND RESTATED
                    CERTIFICATE OF INCORPORATION, AS AMENDED,

                                       OF

                                D.R. HORTON, INC.

         D.R. Horton, Inc.  (the "Corporation"),  a  corporation  organized  and
existing under the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

         FIRST:  That on  November  12,  1998,  at a  meeting  of the  Board  of
Directors of the Corporation,  resolutions were adopted  proposing and declaring
advisable  the  following  amendment to the  Corporation's  Amended and Restated
Certificate of Incorporation, as amended (the "Amendment"):

              RESOLVED,  that  Article Fourth  of the  Corporations' Amended and
         Restated Certificate of  Incorporation,  as amended, be amended to read
         in its entirety as follows:

                           "FOURTH: The Corporation shall be authorized to issue
                  two classes of shares of stock to be designated, respectively,
                  "Preferred  Stock" and  "Common  Stock";  the total  number of
                  shares which the  Corporation  shall be authorized to issue is
                  Two Hundred Thirty million (230,000,000);  the total number of
                  shares of Preferred Stock shall be Thirty million (30,000,000)
                  and each  such  share  shall  have a par  value  of ten  cents
                  ($.10);  and the total  number of shares of Common Stock shall
                  be Two Hundred Million (200,000,000) and each such share shall
                  have a par value of one cent ($.01). Shares of Preferred Stock
                  may be  issued  from time to time in one or more  series.  The
                  Board of  Directors  is hereby  authorized  to fix the  voting
                  rights,   designations,   powers,  preferences  and  relative,
                  participating,  optional  or  other  rights,  if any,  and the
                  qualifications,  limitations or restrictions  thereof,  of any
                  wholly  unissued  series of  Preferred  Stock;  and to fix the
                  number of shares  constituting such series, and to increase or
                  decrease  the  number of shares  of any such  series  (but not
                  below the number of shares thereof then outstanding)."

         SECOND:  That upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware,  at the Annual Meeting of Stockholders
of the  Corporation  held on January 15,  1999,  a majority of all of the shares
entitled to vote at the meeting and a majority of the shares entitled to vote at
the meeting as a class voted in favor of the Amendment.

         THIRD:   That the  Amendment  has  been duly adopted in accordance with
the  provisions  of Section  242 of  the General Corporation Law of the State of
Delaware.



                                        1





         IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to be
signed by Donald R. Horton,  its Chairman of the Board,  and attested by Paul W.
Buchschacher, an Assistant Secretary, this 15th day of January, 1999.

                                             D.R. Horton, Inc.



                                             By:  /s/ Donald R. Horton
                                                  ------------------------------
                                                  Donald R. Horton,
                                                  Chairman of the Board





ATTEST:


/s/ Paul W. Buchschacher
- --------------------------
Paul W. Buchschacher,
Assistant Secretary


                                        2





                            CERTIFICATE OF AMENDMENT

                                       OF

                              AMENDED AND RESTATED

                    CERTIFICATE OF INCORPORATION, AS AMENDED,

                                       OF

                                D.R. HORTON, INC.

         D.R.  Horton, Inc. (the "Corporation"),  a  corporation  organized  and
existing under the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

         FIRST:  That on August 28, 1995, at a meeting of the Board of Directors
of the Corporation  resolutions were adopted  proposing and declaring  advisable
the following amendment to the Corporation's Amended and Restated Certificate of
Incorporation, as amended (the "Amendment"):

                  RESOLVED, that Article Fourth of the Corporation's Amended and
         Restated  Certificate of Incorporation,  as amended,  be amended in its
         entirety to read as follows (the "Amendment"):

                           "FOURTH: The Corporation shall be authorized to issue
                  two classes of shares of stock to be designated, respectively,
                  "Preferred  Stock" and  "Common  Stock";  the total  number of
                  shares which the  Corporation  shall be authorized to issue is
                  One Hundred Thirty Million (130,000,000);  the total number of
                  shares of Preferred Stock shall be Thirty million (30,000,000)
                  and each  such  share  shall  have a par  value  of ten  cents
                  ($.10);  and the total  number of shares of Common Stock shall
                  be One Hundred Million (100,000,000) and each such share shall
                  have a par value of one cent ($.01). Shares of Preferred Stock
                  may be  issued  from time to time in one or more  series.  The
                  Board of  Directors  is hereby  authorized  to fix the  voting
                  rights,   designations,   powers,  preferences  and  relative,
                  participating,  optional  or  other  rights,  if any,  and the
                  qualifications,  limitations or restrictions  thereof,  of any
                  wholly  unissued  series of  Preferred  Stock;  and to fix the
                  number of shares  constituting such series, and to increase or
                  decrease  the  number of shares  of any such  series  (but not
                  below the number of shares thereof then outstanding)."

         SECOND:  That upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at the Special Meeting of Stockholders
of the  Corporation  held on October 12,  1995,  a majority of all of the shares
entitled to vote at the meeting as a class voted in favor of the Amendment.

         THIRD:   That  the  Amendment has been duly  adopted in accordance with
the  provisions of Section 242 of the  General Corporation  Law of  the State of
Delaware.


                                        3





         IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to be
signed  by Donald R.  Horton,  its  Chairman  of the  Board and  President,  and
attested by John M. Saganich, its Assistant Secretary, this 12th day of October,
1995.

                                               D.R. HORTON, INC.



                                               By: /s/ Donald R. Horton
                                                   -----------------------------
                                                   Donald R. Horton, Chairman of
                                                   the Board and President



ATTEST:


/s/ John M. Saganich
- --------------------------
John M. Saganich
Assistant Secretary


                                        4





                            CERTIFICATE OF AMENDMENT

                                       OF

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                D.R. HORTON, INC.

         D.R. Horton, Inc.  (the "Corporation"),  a  corporation  organized  and
existing under the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

         FIRST:  That on  February  25,  1993,  at a  meeting  of the  Board  of
Directors of the Corporation  resolutions  were adopted  proposing and declaring
advisable  the  following  amendment to the  Corporation's  Amended and Restated
Certificate of Incorporation (the "Amendment"):

                  RESOLVED, that Article Fourth of the Corporation's Amended and
         Restated  Certificate  of  Incorporation  be amended in its entirety to
         read as follows (the "Amendment"):

                           "FOURTH: The Corporation shall be authorized to issue
                  two classes of shares of stock to be designated, respectively,
                  "Preferred  Stock" and  "Common  Stock";  the total  number of
                  shares which the  Corporation  shall be authorized to issue is
                  Thirty-Two  Million Five Hundred  Thousand  (32,500,000);  the
                  total number of shares of Preferred Stock shall be Two Million
                  Five Hundred  Thousand  (2,500,000)  and each such share shall
                  have a par value of ten cents ($.10);  and the total number of
                  shares of Common  Stock shall be Thirty  Million  (30,000,000)
                  and each such share shall have a par value of one cent ($.01).
                  Shares of  Preferred  Stock may be issued from time to time in
                  one  or  more  series.   The  Board  of  Directors  is  hereby
                  authorized  to fix the voting  rights,  designations,  powers,
                  preferences  and  relative,  participating,  optional or other
                  rights,  if  any,  and  the  qualifications,   limitations  or
                  restrictions   thereof,  of  any  wholly  unissued  series  of
                  Preferred Stock; and to fix the number of shares  constituting
                  such series,  and to increase or decrease the number of shares
                  of any such series (but not below the number of shares thereof
                  then outstanding)."

         SECOND:  That upon notice in accordance with Section 222 of the General
Corporation  Law of the  State  of  Delaware,  at the  1993  Annual  Meeting  of
Stockholders of the Corporation held on April 29, 1993, a majority of all of the
shares  entitled  to vote  at the  meeting  as a class  voted  in  favor  of the
Amendment.

         THIRD:   That the Amendment has been duly  adopted in  accordance  with
the  provisions of  Section 242 of  the General  Corporation Law of the State of
Delaware.


                                        5





         IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to be
signed  by Donald R.  Horton,  its  Chairman  of the  Board and  President,  and
attested by John M. Saganich,  its Assistant Secretary,  this 30th day of April,
1993.

                                            D.R. HORTON, INC.



                                            By:    /s/ Donald R. Horton
                                                   -----------------------------

                                                   Donald R. Horton, Chairman of
                                                   the Board and President



ATTEST:



/s/ John M. Saganich
- -----------------------
John M. Saganich
Assistant Secretary

                                        6





                              AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION OF
                                D.R. HORTON, INC.

         D.R.  Horton, Inc.,  a  corporation  organized  and existing  under the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY THAT:

         I.       The present name of the corporation is D.R. Horton, Inc.

         II. The amendment and restatement of the  corporation's  Certificate of
Incorporation  as set forth in  Section  III below  have  been duly  adopted  in
accordance with the provisions of Section 242 and 245 of the General Corporation
Law of the State of Delaware.

         III.  The  provisions  set  forth  below  supersede  the  corporation's
original   Certificate  of  Incorporation,   all  amendments   thereto  and  all
restatements  thereof and  constitute  the Amended and Restated  Certificate  of
Incorporation of the corporation:

                  FIRST:   The name  of the corporation  (the "Corporation")  is
D.R. Horton, Inc.

                  SECOND: The address of the Corporation's  registered office in
the State of Delaware is 1209 Orange Street,  City of Wilmington,  County of New
Castle,  Delaware 19801. The name of the Corporation's  registered agent at such
address is The Corporation Trust Company.

                  THIRD:  The  purpose  of  the Corporation  is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

                  FOURTH:  The  Corporation  shall be  authorized  to issue  two
classes of shares of stock to be designated, respectively, "Preferred Stock" and
"Common  Stock";  the  total  number of shares  which the  Corporation  shall be
authorized  to issue is One  Hundred  Twenty  Million  (120,000,000);  the total
number of shares of Preferred  Stock shall be Twenty  Million  (20,000,000)  and
each such share shall have a par value of ten cents ($.10); and the total number
of shares of Common Stock shall be One Hundred  Million  (100,000,000)  and each
such share shall have a par value of one cent ($.01).

                  Shares of  Preferred  Stock may be issued from time to time in
one or more  series.  The Board of  Directors  is hereby  authorized  to fix the
voting rights,  designations,  powers, preferences and relative,  participating,
optional  or  other  rights,  if any,  and the  qualifications,  limitations  or
restrictions  thereof,  of any wholly unissued series of Preferred Stock; and to
fix the number of shares  constituting such series,  and to increase or decrease
the  number  of shares of any such  series  (but not below the  number of shares
thereof then outstanding).

                  FIFTH:   Elections  of directors  shall  be by written ballot.
Stockholders shall not have the  power to take action by written consent without
a meeting of the Corporation's stockholders.

                  SIXTH:   To  the  full  extent  permitted   by   the   General
Corporation Law of the State of Delaware or any other applicable laws  presently
or hereafter  in  effect, no  director of the  Corporation shall  be  personally
liable to the Corporation or its stockholders for or with respect to any acts or
omissions in  the performance of  his  or  her  duties  as  a  director  of  the
Corporation.

                                        7





Any repeal or modification of this Article SIXTH shall not adversely  affect any
right or protection of a director of the Corporation  existing immediately prior
to such repeal or modification.

                  SEVENTH:  Each  person who is or was or had agreed to become a
director  or  officer  of the  Corporation,  or each such  person  who is or was
serving  or who had  agreed  to serve at the  written  request  of the  Board of
Directors  or an  officer  of the  Corporation  as an  employee  or agent of the
Corporation or as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, in any such case owned or
controlled by the Corporation (including the heirs, executors, administrators or
estate of such person),  shall be  indemnified  by the  Corporation  to the full
extent permitted by the General  Corporation Law of the State of Delaware or any
other  applicable laws as presently or hereafter in effect;  provided,  however,
that the Corporation shall not indemnify any person with respect to service as a
director,  officer, employee or agent of Provident Bancorp of Texas, Inc. or any
subsidiary  thereof.  Without  limiting  the  generality  or the  effect  of the
foregoing, the Corporation may enter into one or more agreements with any person
which  provide for  indemnification  greater or different  than that provided in
this Article  SEVENTH.  Any repeal or modification of this Article SEVENTH shall
not adversely  affect any right or  protection  existing  hereunder  immediately
prior to such repeal or modification.

                  EIGHTH:  In  furtherance  and not in limitation of the rights,
powers,  privileges  and  discretionary  authority  granted or  conferred by the
General  Corporation  Law of the State of Delaware or other  statutes or laws of
the State of Delaware,  the Board of Directors is expressly  authorized to make,
alter, amend or repeal the bylaws of the Corporation,  without any action on the
part of the  stockholders,  but,  subject to Article  NINTH of this  Amended and
Restated  Certificate of  Incorporation,  the  stockholders  may make additional
bylaws  and may  alter,  amend or repeal  any bylaw  whether  adopted by them or
otherwise.  The  Corporation  may in its bylaws  confer powers upon its Board of
Directors  in  addition  to the  foregoing  and in  addition  to the  powers and
authorities expressly conferred upon the Board of Directors by applicable law.

                  NINTH:  The number of  directors  which shall  constitute  the
whole Board of Directors  shall be as determined from time to time by resolution
of  the  directors  of  the  Corporation  or as  specified  in a  bylaw  of  the
Corporation  adopted  by the  affirmative  vote of not less than  sixty-six  and
two-thirds percent (66 2/3%) of the total voting power of all outstanding shares
of voting  stock of the  Corporation.  No  director  may be removed  without the
affirmative vote of not less than sixty-six and two-thirds  percent (66 2/3%) of
the  total  voting  power  of all  outstanding  shares  of  voting  stock of the
Corporation.

                  TENTH: Special meetings of the stockholders of the Corporation
for any purpose or purposes may be called at any time by the Board of Directors,
or by a committee of the Board of Directors  which has been duly  designated  by
the  Board of  Directors  and whose  powers  and  authority,  as  provided  in a
resolution of the Board of Directors,  in the bylaws of the  Corporation,  or by
law, include the power to call such meetings,  but such special meetings may not
be called by any other person or persons; provided,  however, that if and to the
extent  that any  special  meeting  of  stockholders  may be called by any other
person or persons  specified  in any  provisions  of this  Amended and  Restated
Certificate of Incorporation or any amendment  thereto or any certificate  filed
under Section  151(g) of the General  Corporate Law of the State of Delaware (or
its  successor  statute  as in effect  from time to time  hereafter),  then such
special meeting may also be called by the person or persons,  in the manner,  at
the time and for the purposes so specified.

                  ELEVENTH:   The Corporation reserves the right at any time and
from time to time to amend, alter, change or repeal any  provision  contained in
this  Amended and  Restated  Certificate of Incorporation,  and other provisions
authorized by the laws of the State of Delaware

                                        8




at the time in force may be added or  inserted,  in the manner now or  hereafter
prescribed  herein  or by  applicable  law;  and  all  rights,  preferences  and
privileges of whatsoever  nature conferred upon  stockholders,  directors or any
other  persons   whomsoever  by  and  pursuant  to  this  Amended  and  Restated
Certificate  of  Incorporation  in its present form or as hereafter  amended are
granted  subject  to  this  reservation.   Notwithstanding  the  foregoing,  the
provisions set forth in Articles FIFTH,  EIGHTH,  NINTH,  TENTH and this Article
ELEVENTH  may not be repealed  or amended in any  respect  unless such repeal or
amendment  is approved by the  affirmative  vote of the holders of not less than
sixty-six  and two thirds  percent  (66 2/3%) of the total  voting  power of all
outstanding shares of voting stock of this corporation.

       IN WITNESS WHEREOF,  the corporation has caused this Amended and Restated
Certificate of  Incorporation  to be signed by Donald R. Horton,  its President,
and attested by Alan Jacobs, its Secretary, this 18th day of March, 1992.

                                              D.R. HORTON, INC.

         (Seal)

                                              By:    /s/ Donald R. Horton
                                                     ---------------------------
                                                     Donald R. Horton, President



ATTEST:

By:   /s/ Alan Jacobs
      -------------------------
      Alan Jacobs, Secretary

                                        9

EX-5.1

                                                                     Exhibit 5.1


                                                      April 13, 1999


D.R. Horton, Inc.
1901 Ascension Blvd., Suite 100
Arlington, Texas  76006


     Re:  D.R. Horton, Inc. Public Offering


Ladies and Gentlemen:

As counsel for D.R. Horton, Inc., a Delaware corporation (the "Company"), we are
familiar with the Company's  Registration Statement on Form S-3 (as amended, the
"Registration Statement") filed with the Securities and Exchange Commission (the
"SEC") under the  Securities  Act of 1933 (as amended,  the "Act"),  on the date
hereof,  with  respect to the  offering  and  issuance  from time to time by the
Company of up to $600,000,000 aggregate offering price of the following: (i) one
or more  series of its debt  securities  (the "Debt  Securities"),  which may be
senior debt securities, senior subordinated debt securities or subordinated debt
securities,  and  which  may  include  guarantees  of the Debt  Securities  (the
"Guarantees")   by  direct  and  indirect   subsidiaries  of  the  Company  (the
"Guarantors"), (ii) shares of its Preferred Stock, par value $.10 per share (the
"Preferred  Stock"),  (iii) shares of its Common Stock, par value $.01 per share
(the "Common Stock"),  or (iv) warrants to purchase Debt  Securities,  Preferred
Stock, or Common Stock (the "Warrants"),  which will be issued under one or more
warrant agreements (each, a "Warrant  Agreement") to be entered into between the
Company and a financial institution identified therein as warrant agent (each, a
"Warrant Agent").  All capitalized terms which are not defined herein shall have
the meanings assigned to them in the Registration Statement.

In connection  with our  examination of documents as hereinafter  described,  we
have assumed the genuineness of all signatures on, and the  authenticity of, all





documents  submitted to us as originals and the conformity to original documents
of all  documents  submitted  to us as copies.  With respect to  agreements  and
instruments executed by natural persons, we have assumed the legal competency of
such persons.

For the purpose of rendering  this opinion,  we have made such factual and legal
examination  as we  deemed  necessary  under  the  circumstances,  and  in  that
connection  we have  examined,  among other  things,  originals or copies of the
following:

       (1)  The Certificate of Incorporation of the Company, as amended to date;

       (2)  The Bylaws of the Company, as amended to date;

       (3)  The form of Senior Debt Securities  Indenture (and form of notes and
            Guarantees)  filed as an exhibit to the  Registration  Statement  by
            incorporation  by  reference  to  Exhibit  4.1(a)  to the  Company's
            Registration  Statement  (No.  333-27521) on Form S-3, filed May 31,
            1997;

       (4)  The form of Senior Subordinated Debt Securities  Indenture (and form
            of notes and  Guarantees)  filed as an exhibit  to the  Registration
            Statement  by  incorporation  by  reference  to  Exhibit  4.1(b)  to
            Amendment  No.  1  to  the  Company's  Registration  Statement  (No.
            333-27521) on Form S-3, filed June 2, 1997;

       (5)  The form of  Subordinated  Debt  Securities  Indenture  (and form of
            notes  and  Guarantees)  filed  as an  exhibit  to the  Registration
            Statement  by  incorporation  by  reference  to  Exhibit  4.1(c)  to
            Amendment  No.  1  to  the  Company's  Registration  Statement  (No.
            333-27521) on Form S-3, filed June 2, 1997;

       (6)  Such records of the corporate  proceedings of the Company,  and such
            other documents that we considered  necessary or appropriate for the
            purpose of rendering this opinion; and

       (7)  Such  other  certificates  and  assurances  from  public  officials,
            officers  and  representatives  of the  Company  that we  considered
            necessary or appropriate for the purpose of rendering this opinion.

On the basis of the foregoing  examination,  and in reliance thereon,  we are of
the opinion that (subject to compliance with the pertinent provisions of the Act
and, with respect to the Indentures (as defined below) and the Debt  Securities,
the  Trust  Indenture  Act of 1939,  as  amended,  and to  compliance  with such
securities or "blue sky" laws of any jurisdiction as may be applicable):

            1. When (a) the Debt Securities in substantially  the form contained
in (as  appropriate) the form of Senior Debt Securities  Indenture,  the form of
Senior Subordinated Debt Securities  Indenture and the form of Subordinated Debt
Securities  Indenture  (as  amended  or  supplemented  in  accordance  with  the
respective  terms  thereof,  each an  "Indenture")  shall have been  authorized,
executed  and  authenticated  in  accordance  with the  terms of the  applicable





Indenture,  (b) the  Indentures  shall  have  been  qualified  under  the  Trust
Indenture Act of 1939,  duly executed and delivered and (c) the Debt  Securities
shall have been issued and sold as described in the Registration Statement,  and
if in an underwritten  offering,  in accordance with the terms and conditions of
the  applicable  underwriting  agreement,  and in a manner  contemplated  in the
Registration Statement, including the Prospectus Supplement relating to any such
Debt  Securities,  the Debt  Securities  will be duly  authorized  and valid and
binding  obligations  of the Company,  subject to the effect of any  bankruptcy,
insolvency,  reorganization,  moratorium, arrangement, or similar laws affecting
the enforcement of creditors' rights generally  (including,  without limitation,
the  effect  of  statutory  or other  laws  regarding  fraudulent  transfers  or
preferential transfers) and general principles of equity,  regardless of whether
enforceability is considered in a proceeding in equity or at law.

            2. When the Preferred Stock shall have been  authorized,  issued and
sold within the limits and as described in the Registration Statement, and if in
an  underwritten  offering,  in accordance  with the terms and conditions of the
applicable  underwriting  agreement,   and  in  a  manner  contemplated  in  the
Registration  Statement,  including the  Prospectus  Supplement  relating to the
applicable  series of such Preferred  Stock, the Preferred Stock will be validly
issued, fully paid and nonassessable.

            3. When the Common Stock shall have been authorized, issued and sold
within the limits and as described in the Registration  Statement,  and if in an
underwritten  offering,  in  accordance  with the  terms and  conditions  of the
applicable  underwriting  agreement,   and  in  a  manner  contemplated  in  the
Registration  Statement,  including the  Prospectus  Supplement  relating to the
applicable  offering  of such  Common  Stock,  the Common  Stock will be validly
issued, fully paid and nonassessable.

            4. When (a) the  Warrant  Agreements  shall  have  been  authorized,
executed, and delivered, (b) the Warrants shall have been authorized,  executed,
and  countersigned  in  accordance  with  the  terms of the  applicable  Warrant
Agreement,  and (c) the  Warrants  shall have been  issued  and sold  within the
limits and as described in the Registration Statement, and if in an underwritten
offering,  in  accordance  with  the  terms  and  conditions  of the  applicable
underwriting  agreement,  and  in a  manner  contemplated  in  the  Registration
Statement,  including  the  Prospectus  Supplement  relating  to the  applicable
offering of such  Warrants,  the Warrants will be duly  authorized and valid and
binding  obligations  of the Company,  subject to the effect of any  bankruptcy,
insolvency,  reorganization,  moratorium, arrangement, or similar laws affecting
the enforcement of creditors' rights generally  (including,  without limitation,
the  effect  of  statutory  or other  laws  regarding  fraudulent  transfers  or
preferential transfers) and general principles of equity,  regardless of whether
enforceability is considered in a proceeding in equity or at law.

            5.  When  (a)  the  Guarantees   and  related  Debt   Securities  in
substantially  the form  contained in (as  appropriate)  the form of Senior Debt
Securities Indenture,  the form of Senior Subordinated Debt Securities Indenture
and  the  form  of  Subordinated  Debt  Securities  Indenture  shall  have  been
authorized,  executed  and  authenticated  in  accordance  with the terms of the
applicable  Indenture,  (b) the Indentures  shall have been qualified  under the
Trust  Indenture Act of 1939, duly executed and delivered and (c) the Guarantees
and  related  Debt  Securities  shall  have  been  issued  as  described  in the
Registration  Statement,  and if in an underwritten offering, in accordance with
the terms and  conditions of the  applicable  underwriting  agreement,  and in a





manner  contemplated  in the  Registration  Statement,  including the Prospectus
Supplement  relating to any such  Guarantee  and related  Debt  Securities,  the
Guarantees  will be duly  authorized  and valid and binding  obligations  of the
Guarantors, subject to the effect of any bankruptcy, insolvency, reorganization,
moratorium, arrangement, or similar laws affecting the enforcement of creditors'
rights  generally  (including,  without  limitation,  the effect of statutory or
other laws regarding fraudulent transfers or preferential transfers) and general
principles of equity,  regardless of whether  enforceability  is considered in a
proceeding  in equity or at law. We express no opinion,  however,  (i) regarding
the  effectiveness  of any waiver in respect of the  Guarantees of any rights of
any  Guarantor,  or duties  owing to it, as a matter of law,  or that is broadly
stated or does not describe the right or duty purportedly waived with reasonable
specificity;  or (ii) the effect on the enforceability of the Guarantees against
any Guarantor of any facts or  circumstances  that would constitute a defense to
the obligation of a surety,  unless such defense has been waived  effectively by
such Guarantor.

This opinion is limited to the present  corporate laws of the State of Delaware,
the present  laws of the State of New York and the present  federal  laws of the
United  States and to the present  judicial  interpretations  thereof and to the
facts as they  presently  exist.  We undertake no  obligation to advise you as a
result of  developments  occurring after the date hereof or as a result of facts
or circumstances brought to our attention after the date hereof.

This opinion may be filed as an exhibit to the Registration  Statement.  Consent
is also given to the reference to this firm under the caption "Legal Matters" in
the prospectus contained in the Registration  Statement. In giving this consent,
we do not admit we are  included  in the  category of persons  whose  consent is
required  under  Section 7 of the Act or the rules  and  regulations  of the SEC
promulgated thereunder.


                                                   Very truly yours,


                                                   GIBSON, DUNN & CRUTCHER LLP

EX-12.1

                                                                   


                                                                    Exhibit 12.1


                                D.R. HORTON, INC.
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES




                                      For the fiscal years                      For the three months
                                       ended September 30,                       ended December 31,
                         ----------------------------------------------------   --------------------         
                           1994       1995       1996       1997       1998       1997        1998
                         ----------------------------------------------------   --------------------
                                                     ($'s in thousands)
                 
                                                                           
Consolidated pretax 
income from continuing 
operations.............. $51,728    $58,022    $89,814    $108,550   $159,099    $30,418    $54,266
Amortization of 
capitalized interest....  12,259     18,734     25,670      29,323     47,995      8,237     14,884
Interest expensed.......   7,946      9,551     10,006      11,707     17,453      3,074      3,967
                         ----------------------------------------------------   --------------------
        Earnings........ $71,933    $86,307   $125,490    $149,580   $224,547    $41,729    $73,117
                         ====================================================   ====================
Interest incurred....... $23,869    $34,500    $39,807     $51,978    $71,649    $15,648    $16,457
                         ----------------------------------------------------   --------------------
        Fixed charges... $23,869    $34,500    $39,807     $51,978    $71,649    $15,648    $16,457
                         ====================================================   ====================
Ratio of earnings to 
fixed charges...........    3.01       2.50       3.15        2.88       3.13       2.67       4.44
                         ====================================================   ====================

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 D.R. Horton,  Inc.
for the  registration of an aggregate  maximum total of $600,000,000 of its debt
securities,  preferred stock, common stock and warrants and to the incorporation
by reference  therein of our report dated November 12, 1998, with respect to the
consolidated  financial  statements of D.R. Horton,  Inc. included in its Annual
Report  on Form 10-K for the year  ended  September  30,  1998,  filed  with the
Securities and Exchange Commission.





Fort Worth, Texas
April 12, 1999

EX-23.3

                                                                     
                                                                    EXHIBIT 23.3

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


    As  independent  public  accountants,  we hereby  consent  to the use of our
report (and to all  references  to our firm)  included in or made a part of this
Form S-3 Registration Statement of D.R. Horton, Inc.






Phoenix, Arizona,
April 12, 1999