SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

HOVNANIAN ARA K

(Last)

(First)

(Middle)

110 WEST FRONT STREET

(Street)

RED BANK

07701

(City)

(State)

(Zip)

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

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
10/31/2008

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/18/2008		G	18,000	A	$0⁽¹⁾	18,000	I	Held by the Ara K. Hovnanian Family 1994 Long-Term Trust
Class A Common Stock	01/18/2008		G	18,000	A	$0⁽¹⁾	89,099⁽²⁾	I	Held by trust for Esther K. Barry's family⁽³⁾
Class A Common Stock	01/18/2008		G	18,000	A	$0⁽¹⁾	103,319⁽²⁾	I	Held by trust for Lucy K. Kalian's family⁽⁴⁾
Class A Common Stock	01/18/2008		G	18,000	A	$0⁽¹⁾	18,000⁽²⁾	I	Held by trust for Nadia K. Rodriguez's family⁽⁵⁾
Class A Common Stock	01/18/2008		G	18,000	A	$0⁽¹⁾	18,000⁽²⁾	I	Held by trust for Sossie K. Najarian's family⁽⁶⁾
Class A Common Stock							3,576,747⁽⁷⁾	D
Class A Common Stock							30,737⁽²⁾	I	Held as trustee of trust for Esther K. Barry's family⁽⁸⁾
Class A Common Stock							32,237⁽²⁾	I	Held as trustee of trust for Lucy K. Kalian's family⁽⁹⁾
Class A Common Stock							30,487⁽²⁾	I	Held as trustee of trust for Nadia K. Rodriguez's family⁽¹⁰⁾
Class A Common Stock							32,237⁽²⁾	I	Held as trustee of trust for Sossie K. Najarian's family⁽¹¹⁾
Class A Common Stock							6,700	I	Held by daughter Serena
Class A Common Stock							13,974	I	Held by son Alexander
Class A Common Stock							16,700	I	Held by wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. N/A

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

3. Held by The Esther K. Barry Family 1994 Long-Term Trust, of which the reporting person is trustee and has a potential remainder interest

4. Held by The Lucy K. Kalian Family 1994 Long-Term Trust, of which the reporting person is trustee and has a potential remainder interest

5. Held by The Nadia K. Rodriquez Family 1994 Long-Term Trust, of which the reporting person is trustee and has a potential remainder interest

6. Held by The Sossie K. Najarian Family 1994 Long-Term Trust, of which the reporting person is trustee and has a potential remainder interest

7. On May 27, 2008 the reporting person received a distribution of 157,271 shares of Class A Common Stock from the Ara K. Hovnanian 2004 GRAT, of which the reporting person is trustee and the principal beneficiary. The reporting person's beneficial interest in such shares was not changed by such distribution.

8. Held by a trust for Esther K. Barry and her family, of which the reporting person is trustee and has a potential remainder interest

9. Held by a trust for Lucy K. Kalian and her family, of which the reporting person is trustee and has a potential remainder interest

10. Held by a trust for Nadia K. Rodriguez and her family, of which the reporting person is trustee and has a potential remainder interest

11. Held by a trust for Sossie K. Najarian and her family, of which the reporting person is trustee and has a potential remainder interest

Remarks:

	Nancy A. Marrazzo Attorney-in-Fact	12/05/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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