S-3/A

   
As filed with the Securities and Exchange Commission on June 30, 1998
                                                      Registration No. 333-57193
    
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
   
                                Amendment No. 1
                                       to
                                    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)
                                                      Charles N. Warren
    1901 Ascension Blvd., Suite 100                 Senior Vice President
        Arlington, Texas 760 06                      and General Counsel
            (817) 856-8200                     1901 Ascension Blvd., Suite 100
   (Address, including zip code, and               Arlington, Texas  76006
telephone number, including area code, of              (817) 856-8200
registrant's principal executive offices)    (Name, address, including zip code,
                                               and telephone number, including
                                               area code, of agent for service)

           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)
and Common Stock (par value $.01 per share)...............        $400,000,000 (2)           $118,803 (3)
Guarantees of the Debt Securities by direct and indirect
subsidiaries of D.R. Horton, Inc.  (4)....................               -                       - (5)
========================================================== ============================== ==================

(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)  Of the $400,000,000 of Securities being registered  hereunder,  pursuant to
     Rule 429(b) under the Securitites Act of 1933, as amended,  an aggregate of
     $100,000,000 of Securities are being carried forward from the  Registrant's
     Registration  Statement  on Form S-3 (SEC  File No.  333-27521)(the  "Prior
     Registration Statement").
(3)  In connection with the Prior Registration  Statement,  registration fees of
     approximately $30,303 were previously paid with respect to the $100,000,000
     of Securities being carried forward herewith.
(4)  See the following page for a list of the subsidiary guarantors.
(5)  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.
- --------------------------------------------------------------------------------



         The  following  direct and  indirect  subsidiaries  of  Registrant  may
guarantee the Debt  Securities and are  Co-Registrants  under this  Registration
Statement.

                                             Jurisdiction of
Name of                                       Incorporation    I.R.S. Employer
Co-Registrant                                or Organization  Identification No.
- -------------                                ---------------  ------------------
DRHI, Inc.                                       Delaware         75-2433464
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
D.R. Horton, Inc. - Minnesota                    Delaware         75-2527442
D.R. Horton, Inc. - Greensboro                   Delaware         75-2599897
D.R. Horton, Inc. - Birmingham                   Alabama          62-1666398
D.R. Horton, Inc. - New Jersey                   Delaware         75-2665362
D.R. Horton, Inc. - Torrey                       Delaware         75-2689997
DRH Construction, Inc.                           Delaware         75-2633738
D.R. Horton, Inc. - Louisville                   Delaware         75-2636512
D.R. Horton, Inc. - Denver                       Delaware         75-2666727
D.R. Horton Denver Management Company, Inc.      Colorado         75-2672969
D.R. Horton San Diego Holding Company, Inc.      California       75-2589293
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 San Diego Management Company, Inc.   California       75-2589285
S. G. Torrey Atlanta, Ltd.                       Georgia          58-1738756
SGS Communities at Grande Quay, LLC              New Jersey       22-3481784
D.R. Horton Management Company, Ltd.             Texas            75-2436079
D.R. Horton - Texas, Ltd.                        Texas            75-2491320
D.R. Horton, Inc. - Sacramento                   California       75-2569592
D.R. Horton Sacramento Management Company, Inc.  California       75-2589359
C. Richard Dobson Builders, Inc.                 Virginia         54-1082672
Land Development, Inc.                           Virginia         54-1747628
SGS Communities at West Windsor, LLC             New Jersey       22-3481786
DRH Tucson Construction, Inc.                    Delaware         75-2709796
Continental Homes, Inc.                          Delaware         86-0515339
KDB Homes, Inc.                                  Delaware         86-0565376
L&W Investments, Inc.                            California       86-0596757
Continental Ranch, Inc.                          Delaware         86-0724231
Continental Homes of Florida, Inc.               Florida          59-1237314
CHI Construction Company                         Arizona          86-0533370
CHTEX of Texas, Inc.                             Delaware         74-2791268
CH Investments of Texas, Inc.                    Delaware         86-0831611
Continental Homes of Austin, L.P.                Texas            74-2791904
Continental Homes of Dallas, L.P.                Texas            75-2653754
Continental Homes of San Antonio, L.P.           Texas            74-2791903
D.R. Horton, Inc. - Portland                     Delaware         75-2763765



                                       ii



++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Information   contained  herein  is  subject  to  completion  or  amendment.   A
Registration  Statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the Registration  Statement  becomes
effective.  This  Prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any State in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

   
                   SUBJECT TO COMPLETION, DATED JUNE 30, 1998
PROSPECTUS
                                  $400,000,000
                                D.R. Horton, Inc.
    

                        Debt Securities, Preferred Stock
                                       and
                                  Common Stock

                                   ----------

   
         D.R. Horton,  Inc., a Delaware  corporation (the "Company"),  may offer
and issue from time to time (i) its debt  securities  ("Debt  Securities"),which
may  be  senior  debt  securities,   senior   subordinated  debt  securities  or
subordinated debt securities, (ii) shares of its Preferred Stock, par value $.10
per share  ("Preferred  Stock"),  or (iii) shares of its Common Stock, par value
$.01 per share ("Common Stock"). The Debt Securities, the guarantees thereof, if
any, Preferred Stock and Common Stock are herein collectively referred to as the
"Securities".  The Securities may be offered in one or more separate  classes or
series, in amounts, at prices and on terms to be determined by market conditions
at the time of sale and to be set forth in a supplement or  supplements  to this
Prospectus (a "Prospectus Supplement"). Any Securities may be offered with other
Securities or separately. Debt Securities or Preferred Stock may be exchangeable
for or convertible into shares of Common Stock. The aggregate  offering price of
the Securities will not exceed $400,000,000.
    

         Certain  terms  of  any  Debt  Securities  in  respect  of  which  this
Prospectus is being  delivered will be set forth in an  accompanying  Prospectus
Supplement including,  without limitation,  the specific designation,  aggregate
principal amount, purchase price, currency of payment,  denomination,  maturity,
interest  rate (which may be fixed or variable)  and time of payment of interest
(if any),  guarantees  thereof (if any),  terms (if any) for the  subordination,
redemption,  purchase or  conversion  thereof,  listing (if any) on a securities
exchange, additional or different covenants and events of default, and any other
material terms of the Debt  Securities.  Certain terms of any Preferred Stock in
respect  of which this  Prospectus  is being  delivered  will be set forth in an
accompanying Prospectus Supplement including,  without limitation,  the specific
designation,   number  of  shares,   liquidation  preference,   purchase  price,
dividends, voting, redemption and conversion provisions (if any), any listing on
a securities  exchange and any other material terms of the Preferred  Stock. The
purchase price of any Common Stock in respect of which this  Prospectus is being
delivered  will be set  forth  in an  accompanying  Prospectus  Supplement.  The
Prospectus  Supplement will also contain  information,  where applicable,  about
certain  United  States  federal  income  tax  considerations  relating  to  the
Securities covered by the Prospectus Supplement.

         The  Company's  Common  Stock is listed on the New York Stock  Exchange
under the symbol DHI.

                                   ----------

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
                 COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
                     OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                   ----------

         The Securities may be sold on a negotiated or competitive  bid basis to
or  through  underwriters  or dealers  designated  from time to time or to other
purchasers directly or through agents designated from time to time (See "Plan of
Distribution").  Certain  terms  of any  offering  and  sale of the  Securities,
including, where applicable,  the names of the underwriters,  dealers or agents,
if any, the principal  amount or number of shares to be purchased,  the purchase
price of the  Securities,  the  proceeds to the  Company  from such sale and any
applicable commissions,  discounts and other items constituting  compensation of
such  underwriters,  dealers or agents will also be set forth in an accompanying
Prospectus Supplement.

         This Prospectus may not be used to consummate sale of securities unless
accompanied by the applicable Prospectus Supplement.


              The date of this Prospectus is __________ _____, 1998





                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance  therewith,  files reports and other  information with the Securities
and Exchange  Commission  (the  "Commission").  Reports,  proxy and  information
statements   filed  by  the  Company  with  the   Commission   pursuant  to  the
informational  requirements  of the Exchange Act may be inspected  and copied at
the  public  reference  facilities  maintained  by the  Commission  at 450 Fifth
Street, N.W.,  Washington,  D.C. 20549, and at the following Regional Offices of
the Commission:  New York Regional Office, Seven World Trade Center, 13th Floor,
New York, New York 10048; and Chicago Regional Office,  Northwest Atrium Center,
500 West Madison Street,  Room 3190,  Chicago,  Illinois  60661.  Copies of such
material may be obtained from the Public Reference  Section of the Commission at
450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  at prescribed  rates.  Such
material is also  available for  inspection at the offices of the New York Stock
Exchange,  Inc., 20 Broad Street,  New York, New York 10005. The Commission also
maintains  a Web site  (http://www.sec.gov)  that  contains  reports,  proxy and
information  statements and other information  regarding registrants such as the
Company which file electronically with the Commission.

         The Company has filed with the Commission a  Registration  Statement on
Form S-3 (herein, together with all amendments and exhibits,  referred to as the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Securities  Act"),  with  respect  to  the  Securities  offered  hereby.   This
Prospectus does not contain all the  information  set forth in the  Registration
Statement and the exhibits and schedules  thereto,  to which reference is hereby
made. For further  information  with respect to the Company and such Securities,
reference is made to the  Registration  Statement,  including  the documents and
exhibits filed or incorporated as a part thereof.  Statements  contained in this
Prospectus  concerning the provisions of certain  documents are not  necessarily
complete and, in each  instance,  reference is made to the copy of such document
filed as an exhibit to the  Registration  Statement,  each such statement  being
qualified  in all respects by such  reference.  Copies of all or any part of the
Registration  Statement,  including  exhibits  thereto,  may be  obtained,  upon
payment of the  prescribed  fees, at the offices of the  Commission as set forth
above.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
September 30, 1997; the Company's  Quarterly Reports on Form 10-Q for the fiscal
quarters  ended  December 31, 1997 and March 31,  1998;  the  Company's  Current
Reports on Form 8-K (i) dated February 29, 1997 and filed with the Commission on
March 13, 1997,  (ii) dated  December 19, 1997 and filed with the  Commission on
December 24, 1997,  (iii) dated April 14, 1998 and filed with the  Commission on
April 14, 1998, (iv) dated April 20, 1998 and filed with the Commission on April
21, 1998, (v) dated April 20, 1998 and filed with the Commission on May 4, 1998,
and (vi) dated June 5, 1998 and filed with the  Commission on June 8, 1998;  and
pages  two  through  eight  ("Beneficial  Ownership  of  Common  Stock"  through
"Executive    Compensation-Compensation   Committee   Interlocks   and   Insider
Participation")  and  page  eleven  ("Executive  Compensation-Transactions  with
Management")  contained in the Company's Proxy Statement dated December 12, 1997
(relating to the 1998 Annual Meeting of Stockholders and  incorporated  into the
Company's Annual Report on Form 10- K), are incorporated into this Prospectus by
reference.  All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act  subsequent to the date of this  Prospectus  and
prior to the termination of any offering of the Securities shall be deemed to be
incorporated  by reference into this Prospectus and to be a part hereof from the
date of filing such documents.

         Any statement in a document  incorporated by reference  herein shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  to the
extent that a statement  contained herein, or in any subsequently filed document
which  is  incorporated  by  reference  herein,   modifies  or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as modified or superseded, to constitute a part of this Prospectus.

         The Company will provide,  without charge to each person, including any
beneficial  owner,  to whom a Prospectus  is  delivered,  on the written or oral
request of any such person,  a copy of any or all of the documents  incorporated
herein by  reference  (not  including  exhibits  to such  documents  unless such
exhibits are specifically incorporated by reference in the information contained
in this  Prospectus).  All such requests  should be addressed  to: D.R.  Horton,
Inc., 1901 Ascension Blvd., Suite 100, Arlington,  Texas 76006, Attention: Chief
Financial Officer (telephone (817)856-8200).

         CERTAIN PERSONS  PARTICIPATING IN ANY OFFERING OF SECURITIES MAY ENGAGE
IN TRANSACTIONS  THAT STABILIZE,  MAINTAIN OR OTHERWISE AFFECT THE PRICE OF SUCH
SECURITIES.  FOR A DESCRIPTION OF ANY SUCH ACTIVITIES, SEE "UNDERWRITING" IN THE
ACCOMPANYING PROSPECTUS SUPPLEMENT.

                                       2


                                   THE COMPANY

         The  Company  is  a  national  homebuilder   constructing  and  selling
single-family  homes  in  metropolitan  areas  of  the  Mid-Atlantic,   Midwest,
Southeast,  Southwest  and  Western  regions of the United  States.  The Company
offers high-quality homes,  designed principally for the entry-level and move-up
market segments. The Company's homes generally range in size from 1,000 to 5,000
square feet and in price from $80,000 to $600,000,  with an average  sales price
of   approximately   $156,200  for  the  year  ended  September  30,  1997,  and
approximately $149,800 for the six months ended March 31, 1998.

         The Company is one of the most geographically  diversified homebuilders
in the United  States,  with  operating  divisions  in 23 states and 39 markets.
These  markets  are  Albuquerque,   Atlanta,  Austin,  Birmingham,   Charleston,
Charlotte,   Chicago,   Cincinnati,   Dallas/Fort  Worth,  Denver,   Greensboro,
Greenville,  and Hilton Head,  S.C.,  Houston,  Jacksonville,  Kansas City,  Las
Vegas, Los Angeles,  Louisville,  Ky. Minneapolis/St.  Paul, Myrtle Beach, S.C.,
Nashville, New Jersey, Newport News, Va., Orlando, Pensacola, Phoenix, Portland,
Ore.,  Raleigh/Durham,  Richmond,  Sacramento,  Salt Lake City, San Antonio, San
Diego, South Florida, St. Louis, Tucson, suburban Washington, D.C.
and Wilmington, N.C.

         The Company was  incorporated  in Delaware on July 1, 1991,  to acquire
all of the  assets  and  businesses  of 25  predecessor  companies,  which  were
residential home  construction and development  companies owned or controlled by
Donald R. Horton. Since July 1993, the Company has acquired several homebuilding
companies.  On April 20, 1998, the Company  acquired  Continental  Homes Holding
Corp.  ("Continental"),  a geographically  diversified homebuilder,  through the
merger of  Continental  into the Company  (the  "Merger").  In the  Merger,  the
Company issued approximately 15.5 million shares of the 53 million shares of its
Common Stock which are outstanding,  and Continental's  outstanding  convertible
securities  became  convertible  into an  additional  approximately  8.2 million
shares of Common  Stock.  The  Merger  has been  accounted  for as a pooling  of
interests.  Accordingly,  this Prospectus describes the Company with Continental
merged into the Company.

         The Company's principal executive offices are located at 1901 Ascension
Blvd.,  Suite 100,  Arlington,  Texas 76006,  and its telephone  number is (817)
856-8200.

                                 USE OF PROCEEDS

         Except as otherwise set forth in the applicable Prospectus  Supplement,
the Company  intends to use the net proceeds from the sale of the Securities for
general  corporate  purposes,   including,  among  other  things,   acquisition,
development  and  construction  of new  residential  properties,  acquisition of
companies in  homebuilding  and related  businesses,  and  repayment of existing
indebtedness.

                                       3



                       RATIO OF EARNINGS TO FIXED CHARGES

         The  following  table sets forth the  Company's  supplemental  ratio of
earnings to fixed charges for the five years ended  September 30, 1997,  and the
six months ended March 31, 1997 and 1998:


                                                                Six months ended
                             Year ended September 30,               March 31,
                       ------------------------------------     ----------------

                       1993    1994    1995    1996    1997       1997    1998
                       ----    ----    ----    ----    ----       ----    ----
Ratio (1)(2)........    2.8     3.0     2.5     3.2     2.9        2.8     2.6
                        ===     ===     ===     ===     ===        ===     ===
- ----------
(1)  For purposes of computing the ratio of earnings to fixed charges,  earnings
     consist  of the sum of income  from  continuing  operations  before  income
     taxes,  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, the Company has 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.

(2)  All financial amounts have been presented as if Continental and the Company
     had been  combined for all periods  presented.  "Ratio of Earnings to Fixed
     Charges" includes Continental  information for the years ended May 31, 1993
     through 1996 combined with the Company's  information  for the fiscal years
     ended September 30, 1993 through 1996. For 1997, Continental's  information
     has been conformed to the Company's fiscal year end of September 30.


                                       4



                         DESCRIPTION OF DEBT SECURITIES

         The following  sets forth certain  general terms and provisions of each
Indenture under which the Debt Securities are to be issued. The particular terms
of the Debt Securities will be set forth in a Prospectus  Supplement relating to
such Debt Securities.

         The Debt Securities are to be issued under one or more  Indentures,  as
amended or supplemented from time to time (the "Indenture"),  to be entered into
between the Company,  the  Guarantors (as defined  below),  if any, and American
Stock Transfer & Trust Company,  New York, New York, as trustee,  (together with
any other trustee(s)  chosen by the Company,  qualified to act as such under the
Trust  Indenture  Act of  1939,  as  amended  (the  "TIA")  and  appointed  in a
supplemental indenture with respect to a particular series, the "Trustee").  The
forms of Indentures have been filed as exhibits to the Registration Statement of
which this  Prospectus  is a part and will be available  for  inspection  at the
corporate trust office of the Trustee,  or as described  above under  "Available
Information".  The  Indentures  are subject to, and  governed  by, the TIA.  The
Company  will  execute  an  Indenture  if and when the  Company  issues any Debt
Securities.  The statements  made  hereunder  relating to the Indentures and the
Debt  Securities to be issued  thereunder  are  summaries of certain  provisions
thereof and do not purport to be complete and are subject to, and are  qualified
in their entirety by reference to, all  provisions of the Indentures  (including
those terms made a part of the  Indenture by reference to the TIA) and such Debt
Securities.  Capitalized  terms  used  but not  defined  herein  shall  have the
respective  meanings  set  forth  in  the  Indentures.  References  below  to an
"Indenture"  are deemed to  constitute a reference to the  applicable  Indenture
under which a particular series of Debt Securities is issued.

General

         The Debt Securities will be unsecured  obligations of the Company.  The
Debt  Securities  may be issued in one or more  series.  Specific  terms of each
series of Debt  Securities  will be contained in  authorizing  resolutions  or a
supplemental  indenture  relating  to that  series.  There  will  be  Prospectus
Supplements  relating to particular  series of Debt Securities.  Each Prospectus
Supplement will describe, as to the Debt Securities to which it relates: (i) the
title of the Debt Securities; (ii) any limit upon the aggregate principal amount
of a series of Debt Securities  which may be issued;  (iii) the date or dates on
which  principal  of the Debt  Securities  will be  payable  and the  amount  of
principal  which will be payable;  (iv) 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;  (v)
the currency or currencies in which principal, premium, if any, and interest, if
any, will be paid; (vi) 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;  (vii) any provisions regarding the right of the
Company to redeem or  purchase  Debt  Securities  or of  holders to require  the
Company to redeem Debt  Securities;  (viii) the right, if any, of holders of the
Debt  Securities to convert them into stock or other  securities of the Company,
including any provisions  intended to prevent dilution of the conversion  rights
or  otherwise;  (ix) any  provisions  by which the  Company  will be required or
permitted  to make  payments to a sinking fund which will be used to redeem Debt
Securities or a purchase  fund which will be used to purchase  Debt  Securities;
(x) 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;  (xi) the terms,  if any,
upon which Debt  Securities may be  subordinated  to other  indebtedness  of the
Company; (xii) 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 (xiii) 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  (the  "Guarantees")  by certain  direct and
indirect  subsidiaries  of the Company which may  guarantee the Debt  Securities
(the  "Guarantors"),  including the terms of subordination  (if any) of any such
Guarantee.

Events of Default and Remedies

         An Event of Default  with respect to any series of Debt  Securities  is
defined in the  Indenture  as being  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;  default by the Company or any Guarantor for 60 days after notice in the
observance or  performance of any other  covenants in the Indenture  relating to
such  series;   and  certain   events   involving   bankruptcy,   insolvency  or
reorganization of the Company or certain Guarantors. The


                                       5



Indenture  provides  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 provides 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 the Company may waive any Event
of Default (other than any Event of Default in payment of principal or interest)
with  respect  to such  series of Debt  Securities.  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 in principal amount of the Debt Securities of
any series then outstanding  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  certain  limitations  specified  in the
Indenture.

Defeasance of Indenture

         The Indenture  permits the Company and the  Guarantors to terminate all
of their  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 (i)  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 (ii)  complying  with certain
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  Company's  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  permits the Company and the  Guarantors to
terminate all of their 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 (i)  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 (ii) complying with
certain  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 Company's 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  provisions of 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

         Subject to certain  exceptions,  the Indenture,  the Debt Securities or
the Guarantees of a particular  series may be amended or  supplemented  with the
consent (which may include  consents  obtained in connection with a tender offer
or exchange offer for Debt  Securities) of the holders of at least a majority in
principal amount of the Debt Securities of such series then outstanding, and any
existing  Default  under,  or  compliance  with any  provision of the  Indenture
relating to a particular series of Debt Securities may be waived (other than any
continuing  Default  or Event of Default in the  payment of  interest  on or the
principal of such Debt  Securities) with the consent (which may include consents
obtained  in  connection  with  a  tender  offer  or  exchange  offer  for  Debt
Securities)  of the  holders  of a  majority  in  principal  amount  of the Debt
Securities of such series then  outstanding.  Without the consent of any holder,
the Company and


                                       6



the Trustee may amend or supplement  the Indenture,  the Debt  Securities or the
Guarantees  to cure any  ambiguity,  defect or  inconsistency;  to  provide  for
uncertificated  Debt Securities in addition to or in place of certificated  Debt
Securities;  to make any change that does not adversely  affect the legal rights
of any  holder;  to create a series  and  establish  its  terms;  or to delete a
Guarantor  which,  in accordance  with the terms of the Indenture,  ceases to be
liable on its Guarantee.

         Without  the  consent of each  holder  affected,  the  Company  and the
Trustee may not (i) reduce the amount of Debt  Securities  of such series  whose
holders must consent to an amendment, supplement or waiver, (ii) reduce the rate
of or change the time for payment of interest,  (iii) 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
pursuant to certain  covenants  set forth in the  Indenture,  (iv) make any Debt
Security  payable in money  other  than that  stated in the Debt  Security,  (v)
modify the ranking or priority of the Debt  Securities  or any  Guarantee,  (vi)
release any  Guarantor  from any of its  obligations  under its Guarantee or the
Indenture  otherwise  than in accordance  with the  Indenture,  or (vii) 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 the  obligation of the
Company 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 terms of 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
the Company as (i)  transfer  agent for the Common Stock of the Company and (ii)
trustee  under an indenture  relating to the  Company's  8-3/8% Senior Notes due
2004. The Indenture  contains certain  limitations on the rights of the Trustee,
should it become a  creditor  of the  Company,  to obtain  payment  of claims in
certain cases or to realize on certain property  received in respect of any such
claim as security or otherwise. The Trustee will be permitted to engage in other
transactions;  however,  if  it  acquires  any  conflicting  interest,  it  must
eliminate such conflict or resign.

         The Indenture  provides 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.

Governing Law

         The Indenture,  the Debt Securities and the Guarantees will be governed
by the laws of the State of New York  without  giving  effect to  principles  of
conflict of laws.

                          DESCRIPTION OF CAPITAL STOCK

   
         The Company's  authorized capital stock is 100,000,000 shares of Common
Stock, $.01 par value, and 30,000,000 shares of Preferred Stock, $.10 par value.
At June 26, 1998,  53,247,354  shares of Common Stock and no shares of Preferred
Stock were outstanding.
    

Preferred Stock

         The  Preferred  Stock  may be  issued in  series  with any  rights  and
preferences  which may be authorized by the Company's Board of Directors.  There
will be Prospectus Supplements relating to particular series of Preferred Stock.
Each Prospectus  Supplement will describe, as to the Preferred Stock to which it
relates: (i) the title of the Preferred Stock; (ii) any limit upon the number of
shares  of the  series  of  Preferred  Stock  which  may be  issued;  (iii)  the
preference,  if any, to which  holders of the series of Preferred  Stock will be
entitled upon  liquidation  of the Company;  (iv) the date or dates on which the
Company  will be required or permitted to redeem the  Preferred  Stock;  (v) the
terms,  if any, on which the Company or holders of the Preferred Stock will have
the option to cause the Preferred  Stock to be redeemed or  purchased;  (vi) the
voting  rights,  if any,  of the  holders  of the  Preferred  Stock;  (vii)  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);  (viii)  the right,  if any,  of holders of the
Preferred Stock to convert it into another


                                       7



class of stock or securities of the Company,  including  provisions  intended to
prevent  dilution of those conversion  rights;  (ix) any provisions by which the
Company will be required or  permitted to make  payments to a sinking fund which
will be used to redeem  Preferred Stock or a purchase fund which will be used to
purchase  Preferred  Stock;  and (x) any other  material  terms of the Preferred
Stock.

Common Stock

         Holders  of shares of Common  Stock are  entitled  to one vote for each
share held of record on all matters  submitted to a vote of stockholders.  There
are no  cumulative  voting  rights with  respect to the  election of  directors.
Accordingly,  the holder or holders of a majority of the  outstanding  shares of
Common Stock will be able to elect the entire Board of Directors of the Company.
Holders of Common  Stock have no  preemptive  rights  and are  entitled  to such
dividends  as may be  declared by the Board of  Directors  of the Company out of
funds  legally  available  therefor.  The Common  Stock is not  entitled  to any
sinking fund, redemption or conversion provisions.  On liquidation,  dissolution
or winding up of the Company,  the holders of Common Stock are entitled to share
ratably  in the net assets of the  Company  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 also serves as Trustee under the  Indenture,  and another
indenture relating to the Company's 8-3/8% Senior Notes due 2004.

         The Company  currently has the  following  provisions in its charter or
bylaws  which  could be  considered  to be  "anti-takeover"  provisions:  (i) an
article in its charter prohibiting  stockholder action by written consent;  (ii)
an article in its  charter  requiring  the  affirmative  vote of the  holders of
two-thirds of the outstanding shares of Common Stock to remove a director; (iii)
a bylaw limiting the persons who may call special  meetings of  stockholders  to
the Board of  Directors or a committee  thereof so  empowered by the Board,  the
bylaws or by law; and (iv) a bylaw  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 have the effect of
delaying  stockholder actions with respect to certain business  combinations and
the election of new members to the Board of Directors.  As such,  the provisions
could have the effect of  discouraging  open market  purchases of the  Company's
Common Stock because they may be considered disadvantageous by a stockholder who
desires  to  participate  in a  business  combination  or elect a new  director.
Additionally,  the issuance of Preferred Stock under certain circumstances could
have the effect of delaying or preventing a change of control or other corporate
action.

         The Company is a Delaware  corporation and is subject to Section 203 of
the  Delaware  General  Corporation  Law.  In general,  Section 203  prevents an
"interested  stockholder"  (defined  generally as a person owning 15% or more of
the   Company's   outstanding   voting  stock)  from  engaging  in  a  "business
combination"  with the Company for three  years  following  the date that person
became an  interested  stockholder  unless:  (i) before  that  person  became an
interested  stockholder,  the Board of  Directors  of the Company  approved  the
transaction in which the interested stockholder became an interested stockholder
or approved the business  combination;  (ii) upon  completion of the transaction
that resulted in the interested stockholder becoming an interested  stockholder,
the interested stockholder owned at least 85% of the voting stock of the Company
outstanding  at the time the  transaction  commenced  (excluding  stock  held by
persons  who are both  directors  and  officers  of the  Company  or by  certain
employee  stock  plans);  or (iii) on or following the date on which that person
became an interested  stockholder,  the business  combination is approved by the
Company's  Board and authorized at a meeting of  stockholders by the affirmative
vote of the holders of at least 66-2/3% of the  outstanding  voting stock of the
Company  (excluding  shares  held by the  interested  stockholder).  A "business
combination" includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder.

                              PLAN OF DISTRIBUTION

         The   Securities  may  be  sold  (i)  through   agents,   (ii)  through
underwriters,  (iii) through  dealers,  (iv)  directly to purchasers  (through a
specific bidding or auction process or otherwise);  or (v) 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
relating to such prevailing market prices or at negotiated prices.

         Offers to purchase the Securities may be solicited by agents designated
by the Company from time to time.  Any such agent  involved in the offer or sale
of the Securities will be named,  and any commissions  payable by the Company to
such agent will be set forth,  in the Prospectus  Supplement.  Unless  otherwise
indicated in the Prospectus


                                       8



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 so offered and sold.

         If  an  underwriter  or  underwriters  are  utilized  in  the  sale  of
Securities,  the  Company  will  execute  an  underwriting  agreement  with such
underwriter or  underwriters  at the time an agreement for such sale is reached,
and 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,  which  may be in the  form of
discounts,  concessions  or  commissions,  if  any,  will  be set  forth  in the
Prospectus Supplement, which will be used by the underwriters to make resales of
the Securities.

         If a dealer is utilized in the sale of the  Securities,  the Company 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 name of the dealer and the terms of
the  transactions  will  be set  forth  in the  Prospectus  Supplement  relating
thereto.

         Offers to purchase  the  Securities  may be  solicited  directly by the
Company and sales thereof may be made by the Company  directly to  institutional
investors  or others.  The terms of any such sales,  including  the terms of any
bidding or auction  process,  if utilized,  will be described in the  Prospectus
Supplement relating thereto.

         Agents, underwriters and dealers may be entitled under agreements which
may be entered into with the Company to  indemnification  by the Company against
certain  liabilities,  including  liabilities  under the  Securities  Act, or to
contribution  by the Company to payments they may be required to make in respect
thereof.  The terms and conditions of such  indemnification or contribution will
be described in the  applicable  Prospectus  Supplement.  Certain of the agents,
underwriters  or dealers,  or their  affiliates  may be customers  of, engage in
transactions  with or perform services for the Company in the ordinary course of
business.

                                  LEGAL MATTERS

         Gibson,  Dunn & Crutcher  LLP,  Dallas,  Texas has  rendered an opinion
(filed as an exhibit to the Registration Statement) with respect to the validity
of the Securities  being offered hereby.  If certain legal matters in connection
with  offerings  made  by this  Prospectus  are  passed  on by  counsel  for the
underwriters of an offering of those  Securities,  that counsel will be named in
the Prospectus Supplement relating to that offering.

                                     EXPERTS

         The consolidated financial statements of D.R. Horton, Inc. appearing in
D.R.  Horton,  Inc.'s Annual Report (Form 10-K) for the year ended September 30,
1997, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included  therein and incorporated  herein by reference.
The  supplemental  consolidated  financial  statements  of  D.R.  Horton,  Inc.,
included in the Company's  Current  Report on Form 8-K dated June 5, 1998,  have
been audited by Ernst & Young LLP, independent  auditors,  as set forth in their
report thereon included therein and incorporated  herein by reference,  which is
based in part on the report of Arthur Andersen LLP, independent  auditors.  Such
consolidated  financial  statements  and  supplemental   consolidated  financial
statements  are  incorporated  herein by reference in reliance upon such reports
given upon the authority of such firms as experts in accounting and auditing.

         The combined  financial  statements of S.G.  Torrey  Atlanta,  Ltd. and
Affiliates  appearing in the Company's Current Report (Form 8-K) dated March 13,
1997, have been audited by Whittington,  McLemore,  Land,  Davis & White,  P.C.,
independent  auditors, as set forth in their report thereon included therein and
incorporated  herein by reference.  Such consolidated  financial  statements are
incorporated  herein by  reference  in reliance  upon such report given upon the
authority of such firm as experts in accounting and auditing.

         The financial  statements  incorporated by reference in this prospectus
and elsewhere in the  registration  statement with respect to Continental  Homes
Holding  Corp.  for the years ended May 31, 1997 and 1996,  have been audited by
Arthur  Andersen  LLP,  independent  public  accountants,  as indicated in their
reports with  respect  thereto,  and are  incorporated  by  reference  herein in
reliance upon the authority of said firm as experts in giving said reports.


                                       9


================================================================================
No dealer,  salesperson or other person is authorized to give any information or
to make any representation other than those contained in this Prospectus and, if
given or made, such  information or  representations  must not be relied upon as
having been authorized.  This Prospectus does not constitute an offer to sell or
a  solicitation  of an offer to buy any  securities  other  than the  securities
offered hereby,  nor does it constitute an offer to sell or a solicitation of an
offer  to  buy  any of the  securities  offered  hereby  to  any  person  in any
circumstances  in which such offer or  solicitation  is  unlawful.  Neither  the
delivery  of this  Prospectus  nor any sale  made  hereunder  shall,  under  any
circumstance,  create  any  implication  that  there  has been no  change in the
affairs of the Company since the date hereof or that the  information  contained
herein is correct as of any date subsequent to the date hereof.

                                TABLE OF CONTENTS
                                                                            Page
Available Information.........................................................2
Incorporation of Certain Information
     by Reference.............................................................2
The Company...................................................................3
Use of Proceeds...............................................................3
Ratio of Earnings to Fixed Charges............................................4
Description of Debt Securities................................................5
Description of Capital Stock..................................................7
Plan of Distribution..........................................................8
Legal Matters.................................................................9
Experts.......................................................................9



   
                                  $400,000,000
    


                                D.R. HORTON, INC.


                                Debt Securities,
                               Preferred Stock and
                                  Common Stock

                                   ----------

                                   PROSPECTUS


                                           , 1998

                                   ----------




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



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution.*

   
Securities and Exchange Commission registration fee................     $118,803
Blue Sky fees and expenses.........................................       15,000
Printing and engraving fees and expenses...........................       35,000
Trustees' fees and expenses........................................        1,000
Rating agency fees ................................................      150,000
Accountants' fees and expenses.....................................       50,000
Legal fees and expenses............................................       60,000
Miscellaneous......................................................       50,000
                                                                        --------
     Total    .....................................................     $479,803
                                                                        ========
    

         *    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 Company's  Amended and Restated  Certificate of  Incorporation,  as
amended,  provides that the Company shall,  to the full extent  permitted by the
General  Corporation  Law of  the  State  of  Delaware  (the  "DGCL")  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  Company,  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 Company as an employee or
agent of the  Company 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  Company,  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 DGCL or other  applicable
laws  presently  or  hereafter  in  effect.  The  Company  has  entered  into an
indemnification agreement with each of its directors and executive officers.

         Section  145 of  the  DGCL  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.

         Section 102(b)(7) of the DGCL 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 (i) for any breach of the director's duty of loyalty to the corporation
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve  intentional  misconduct  or a knowing  violation  of law,  (iii)  under
Section 174 of the DGCL,  or (iv) 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 prior to the date
when such provision becomes effective.





         The Underwriting Agreement,  which is Exhibit 1.1 hereto, provides that
the Underwriters  named therein will indemnify and hold harmless the Company and
each  director,  officer or  controlling  person of the Company from and against
certain liabilities, including liabilities under the Securities Act.

         The  Company  also  has  obtained   Directors  and  Officers  Liability
Insurance that provides insurance coverage for certain  liabilities which may be
incurred by the Company'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
     2.1   -  Agreement  and  Plan of Merger,  dated as of December 18, 1997, by
              and  between  the  Registrant  and  Continental  (incorporated  by
              reference  to  Exhibit  2.1  to  the   Registrant's   Registration
              Statement on Form S- 4 (Registration No.  333-44279),  dated March
              13, 1998)
     4.1(a)-  Form of Senior Debt Securities Indenture (including form of notes)
              (incorporated  by reference  from Exhibit  4.1(a) to the Company'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 Company'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 Company'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 Company  (incorporated  by  reference  from Exhibit 3.1 to the
              Company's  Annual  Report on Form 10-K for the  fiscal  year ended
              September 30, 1995)
     4.3   -  Amended  and  Restated  Bylaws  of the  Company  (incorporated  by
              reference  from Exhibit 3.1 to the Company's  Quarterly  Report on
              Form 10-Q for the fiscal quarter ended March 31, 1997)
     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 ratios 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  Whittington,  McLemore,  Land,  Davis &  White,  P.C.,
              Rome, Georgia
     23.4  -  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.

        **    Previously filed.
    

                                      II-2




Item 17.  Undertakings.

         (a) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 Company  pursuant to the foregoing  provisions  described in Item
15, or  otherwise,  the  Company  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.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  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 Company 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 Company 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 by the Company  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 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  Company  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-3




                        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 Amendment to Registration Statement
to be signed on their behalf by the undersigned,  thereunto duly authorized,  in
the City of Arlington, State of Texas, on June 29, 1998.
    

                                D.R. HORTON, INC.


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

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


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

                                      II-4




                                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

                                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

                                CONTINENTAL HOMES OF AUSTIN, L.P.
                                CONTINENTAL HOMES OF DALLAS, L.P.
                                CONTINENTAL HOMES OF SAN ANTONIO, L.P.


                                By CHTEX of Texas, Inc.
                                Its: General Partner

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

                                SGS COMMUNITIES AT WEST WINDSOR, LLC



                                By Meadows IX, Inc., a member


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

                                and

                                By D.R. Horton, Inc. - New Jersey, a member


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


                                      II-5




   
         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Amendment to 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 and President       June 29, 1998
- -------------------         (Principal Executive Officer)
Donald R. Horton


/s/Bradley S. Anderson*                Director                    June 29, 1998
- ----------------------
Bradley S. Anderson


/s/Richard Beckwitt                    Director                    June 29, 1998
- ----------------------
Richard Beckwitt


/s/Richard I. Galland*                 Director                    June 29, 1998
- ----------------------
Richard I. Galland


/s/W. Thomas Hickcox*                  Director                    June 29, 1998
- ----------------------
W. Thomas Hickcox


/s/Richard L. Horton*                  Director                    June 29, 1998
- ----------------------
Richard L. Horton


/s/Terrill J. Horton*                  Director                    June 29, 1998
- ----------------------
Terrill J. Horton


/s/David J. Keller        Treasurer, Chief Financial Officer       June 29, 1998
- ----------------------    and Director (Principal Accounting
David J. Keller                  and Financial Officer)


/s/Francine I. Neff*                   Director                    June 29, 1998
- ----------------------
Francine I. Neff


/s/Scott J. Stone*                     Director                    June 29, 1998
- ----------------------
Scott J. Stone


/s/Donald J. Tomnitz                   Director                    June 29, 1998
- --------------------
Donald J. Tomnitz


*By: /s/ Donald R. Horton                                          June 29, 1998
     -------------------- 
       Attorney-in-Fact
    

                                      II-6



                      CO-REGISTRANT OFFICERS AND DIRECTORS




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




    Signature                           Title                           Date
    ---------                           -----                           ---- 


   
/s/Donald R. Horton             Chairman of the Board              June 29, 1998
- -------------------          (Principal Executive Officer)
Donald R. Horton


/s/David J. Keller          Treasurer (Principal Accounting        June 29, 1998
- ------------------               and Financial Officer)     
David J. Keller                 
    


                                      II-7






D.R. Horton, Inc - Greensboro


    Signature                           Title                           Date
    ---------                           -----                           ---- 

   
/s/Donald R. Horton        Chairman of the Board, President        June 29, 1998
- -------------------         (Principal Executive Officer)
Donald R. Horton



- -------------------             Director, Co-President
Robert C. Rapp, Jr.



/s/David J. Keller                     Director                    June 29, 1998
- ------------------       Vice President, Treasurer (Principal
David J. Keller            Accounting and Financial Officer)
    



Meadows II, Ltd.


    Signature                           Title                           Date
    ---------                           -----                           ---- 

   
/s/Donald R. Horton        Chairman of the Board, President        June 29, 1998
- -------------------         (Principal Executive Officer)
Donald R. Horton



/s/David J. Keller                     Director                    June 29, 1998
- ------------------       Vice President, Treasurer (Principal
David J. Keller            Accounting and Financial Officer)
    



- -------------------            Director, Vice-President
Mark A. Ferrucci


                                      II-8






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


CHTEX of Texas, Inc., the general partner of
      Continental Homes of Austin, L.P.
      Continental Homes of Dallas, L.P.
      Continental Homes of San Antonio, L.P.


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


Meadows IX, Inc., a member of
   and
D.R. Horton, Inc. - New Jersey, a member of
      SGS Communities West Windsor, LLC



    Signature                           Title                           Date
    ---------                           -----                           ---- 


   
/s/Donald R. Horton             Chairman of the Board              June 29, 1998
- -------------------          (Principal Executive Officer)
Donald R. Horton


/s/David J. Keller          Treasurer (Principal Accounting        June 29, 1998
- ------------------               and Financial Officer)     
David J. Keller                 
    


                                      II-9





                                  EXHIBIT INDEX

      (a)  Exhibits:


   
    Exhibit         
    Number                              Exhibits
    -------                             --------                    
     1.1*  -  Form of Underwriting Agreement
     2.1   -  Agreement  and  Plan of Merger,  dated as of December 18, 1997, by
              and  between  the  Registrant  and  Continental  (incorporated  by
              reference  to  Exhibit  2.1  to  the   Registrant's   Registration
              Statement on Form S- 4 (Registration No.  333-44279),  dated March
              13, 1998)
     4.1(a)-  Form of Senior Debt Securities Indenture (including form of notes)
              (incorporated  by reference  from Exhibit  4.1(a) to the Company'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 Company'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 Company'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 Company  (incorporated  by  reference  from Exhibit 3.1 to the
              Company's  Annual  Report on Form 10-K for the  fiscal  year ended
              September 30, 1995)
     4.3   -  Amended  and  Restated  Bylaws  of the  Company  (incorporated  by
              reference  from Exhibit 3.1 to the Company's  Quarterly  Report on
              Form 10-Q for the fiscal quarter ended March 31, 1997)
     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 ratios 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  Whittington,  McLemore,  Land,  Davis &  White,  P.C.,
              Rome, Georgia
     23.4  -  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.

        **    Previously filed.
    

EX-5.1

                                                                     Exhibit 5.1





   
                                                                   June 29, 1998
    



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  $400,000,000  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,  (ii) shares of its Preferred Stock,
par value $.10 per share (the "Preferred  Stock"), or (iii) shares of its Common
Stock,  par value $.01 per share (the "Common  Stock").  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:



   
D.R. Horton, Inc.
June 29, 1998
Page 2
    

         (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) 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), filed May 31, 1997;

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

         (5)      The Form of Subordinated  Debt Securities  Indenture (and form
                  of notes) filed as an exhibit to the Registration Statement by
                  incorporation by reference to Exhibit 4.1(c)  to the Company's
                  Registration Statement (No. 333-27521), filed May 31, 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



   
D.R. Horton, Inc.
June 29, 1998
Page 3
    

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.

         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,

                                                 /s/ Gibson, Dunn & Crutcher LLP

                                                 GIBSON, DUNN & CRUTCHER LLP


IFS/AHC

EX-23.2

                                                                    EXHIBIT 23.2



                         CONSENT OF INDEPENDENT AUDITORS

   
         We consent to the reference to our firm under the caption  "EXPERTS" in
Amendment No. 1 to the  Registration  Statement  (Form S-3, No.  333-57193)  and
related  Prospectus  of D.R.  Horton,  Inc.  for the  registration  of its  debt
securities,  preferred  stock  and  common  stock  and to the  incorporation  by
reference  therein of our report  dated  November 7, 1997,  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, 1997, and our report dated
May 12, 1998 with respect to the supplemental  consolidated financial statements
of D.R.  Horton,  Inc.  included in its Current Report on Form 8-K dated June 5,
1998, filed with the Securities and Exchange Commission.
    



                                                           /s/ Ernst & Young LLP


   
Fort Worth, Texas
June 25, 1998
    

EX-23.3

                                                                    EXHIBIT 23.3

     [Letterhead of Whitington, McLemore, Land, Davis, White & Givens, P.C.]



TO WHOM IT MAY CONCERN:

   
We consent to the use of our report dated February 7, 1997,  with respect to the
combined financial statements as of and for the year ended December 31, 1996, of
S.G. Torrey,  Atlanta,  Ltd. and Affiliates,  included by reference in Amendment
No. 1 to D.R. Horton,  Inc.'s Form S-3,  registering debt securities,  preferred
stock and common stock, filed with the Securities and Exchange Commission.
    

Yours very truly,

/s/ Brian Land

Whittington, McLemore, Land, Davis, White & Givens, C.P.A.'s, P.C.
Rome, Georgia



   
June 29, 1998
    

EX-23.4

                                                                    EXHIBIT 23.4

                       [Letterhead of Arthur Andersen LLP]



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

   
As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  Amendment  No. 1 to  Registration  Statement on Form S-3, No.
333-57193, of our reports  incorporated  by reference in D.R. Horton Inc.'s Form
8-K,  dated June 5, 1998,  and to all  references  to our firm  included in this
Registration Statement.
    

/s/ Arthur Andersen LLP

   
Phoenix, Arizona
June 25, 1998