Number	Shares
B 5695
CLASS B COMMON STOCK	CUSIP 442487 30 2
	SEE REVERSE FOR CERTAIN DEFINITIONS
	THIS CERTIFICATE IS TRANSFERABLE IN CLEVELAND, OH OR NEW YORK, NY
TRANSFER OF SHARES OF CLASS B COMMON STOCK OF HOVNANIAN ENTERPRISES, INC. (THE “COMPANY”) IS RESTRICTED AS PROVIDED BY ARTICLE FOURTH (“ARTICLE FOURTH”) OF THE COMPANY’S CERTIFICATE OF INCORPORATION, AS AMENDED. NO RECORD OWNER OF SHARES OF CLASS B COMMON STOCK MAY TRANSFER ANY INTEREST IN ANY SUCH SHARES WHETHER BY SALE, ASSIGNMENT, GIFT OR OTHERWISE, EXCEPT (1) TO A “PERMITTED TRANSFEREE”, AS SUCH TERM IS DEFINED IN ARTICLE FOURTH, OR (2) AS OTHERWISE PROVIDED BY ARTICLE FOURTH. ANY ATTEMPTED TRANSFER OF ANY INTEREST IN SHARES OF CLASS B COMMON STOCK MADE IN VIOLATION OF ARTICLE FOURTH SHALL NOT BE REGISTERED BY THE COMPANY AND SHALL RESULT WITHOUT FURTHER ACTION ON THE PART OF ANY PERSON, IN THE AUTOMATIC CONVERSION OF SUCH SHARES OF CLASS B COMMON STOCK INTO SHARES OF CLASS A COMMON STOCK OF THE COMPANY IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE FOURTH.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Hovnanian Enterprises, Inc.
THIS IS TO CERTIFY THAT		COUNTERSIGNED AND REGISTERED NATIONAL CITY BANK (Cleveland, OH) TRANSFER AGENT                  AND REGISTRAR BY AUTHORIZED OFFICER
=== SPECIMEN ===
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF THE PAR VALUE OF $.01 EACH OF THE CLASS B COMMON STOCK OF Hovnanian Enterprises, Inc. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate, and the shares represented hereby, are issued and shall be subject to all of the provisions of the Certificate of Incorporation and of the amendments thereof, to all of which the holder, by acceptance hereof, assents. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its duly authorized officers and a facsimile of its corporate seal to be hereunto imprinted.

Dated

Attest:                                                                                                                                                                                                     By

Secretary                                                                                                                      Chairman

The Company will furnish to any stockholder, upon request to its principal office or to any of its transfer offices and without charge, a full statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Company, or series thereof, and the qualifications, limitations or restrictions of such preferences and/or rights.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM TEN ENT JT TEN	-as tenants in common -as tenants by the entireties -as joint tenants with right of survivorship and not as tenants in common	UNIF GIFT MIN ACT- _________________________ (Cust)           (Minor) under Uniform Gifts to Minors Act ______________________ (State)
	Additional abbreviations may also be used though not in the above list.

For value received, _____________________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

Please print or typewrite name and address including postal zip code of assignee

Shares

of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute

and appoint

Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

Dated, __________________________

NOTICE: The signature of this assignment must correspond with the name as written upon the face of the Certificate, in every particular, without alteration or enlargement, or any change whatever.

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Hovnanian Enterprises, Inc. and National City Bank, dated as of August 14, 2008 and as amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Hovnanian Enterprises, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Hovnanian Enterprises, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any

Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void.