Mail Stop 7010

                                                May 1, 2006


Mr. Charles L. McNairy
Avatar Holdings Inc.
201 Alhambra Circle
Coral Gables, Florida 33134


	RE:	Avatar Holdings Inc.
      Form 10-K for the fiscal year ended December 31, 2005
		Filed March 15, 2006
      File #1-7395


Dear Mr. McNairy:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended December 31, 2005

Item 1. Business - Real Estate Operations, page 5
1. In future filings, please revise your disclosure concerning
backlog either here or in Item 7 to quantify the amount of backlog
not reasonably expected to be filled within the current fiscal
year.
Refer to Item 101(c)(1)(viii) of Regulation S-K.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
Disclosure of Contractual Obligations, page 36
2. In future filings, please revise to include the cash
requirements
for the interest on your debt in your tabular presentation or a
footnote thereto.  If you provide a textual discussion, the
discussion should quantify the related cash requirements using the
same time frames stipulated in the table.  Refer to footnote 46 to
Release No. 33-8350, "Interpretation:  Commission Guidance
Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations."

Item 8. Financial Statements and Supplementary Data
Note A. Summary of Significant Accounting Policies
Property, Plant and Equipment, page 53
3. In future filings, please separately disclose the estimated
useful
lives for each major class of your depreciable assets, as seen in
Note D.  We believe this disclosure will help your readers to
better
understand the timing of future depreciation expense

Revenues, page 54
4. We read on page 17 that you will begin development and sales of
the Frenchman`s Yacht Club condominiums in 2006.  Please confirm
to
us that you will recognize this revenue in accordance with
paragraph
37 of SFAS 66, and disclose your revenue recognition policy for
condominiums in future filings.
5. We note your additional disclosures concerning revenue
recognition
on page 20.  In light of your statement on page 7 that the
majority
of homes purchased from you are financed through third-party
lenders
providing mortgage financing, please explain to us in more detail
the
circumstances under which you recognize revenue from homesite
sales
using the installment method.

Stock-Based Compensation, page 55
6. Your tabular presentation of pro forma net income appears to
indicate that stock-based compensation expense would have been
less
under the fair value method than the amount you recorded in your
income statement under the intrinsic value method, despite the
fact
that the intrinsic value method assigned no compensation expense
to
your stock options.  Please educate us further on this matter.




Note D. Property, Plant and Equipment, page 60
7. We read in Note A that amenities owned by you are capitalized
as
Property, Plant and Equipment.  Please tell us, and disclose in
future filings if significant, the book value of amenities that
were
capitalized at December 31, 2005 and 2004.

Note E. Estimated Development Liability for Sold Land, page 60
8. We read that this liability primarily relates to utilities
improvements you are obligated to make for over 8,000 previously
sold
homes.  Please confirm to us that you estimated the liability
associated with each home and recognized the related expense at
the
time these homes were sold.

Note G. Notes, Mortgage Notes and Other Debt, page 64
9. Please tell us what consideration you have given to whether the
conversion option in your 4.5% Convertible Senior Notes is an
embedded derivative which should be bifurcated from the Notes.
Reference SFAS No. 133 and EITF 00-19.

Item 9A. Controls and Procedures, page 78
10. We note your disclosure that your Chief Executive Officer and
Chief Financial Officer concluded that your disclosure controls
and
procedures were effective to provide reasonable assurance that you
record, process, summarize and report the information required to
be
disclosed in reports filed under the Exchange Act within the
specified time periods.   Please confirm to us, and revise future
filings to clarify, if true, that your officers concluded that
your
disclosure controls and procedures are also effective for the
purpose
of ensuring that material information required to be in this
report
is made known to management and others, as appropriate, to allow
timely decisions regarding required disclosures.  Alternatively,
in
future filings you may simply conclude that your disclosure
controls
and procedures are effective or ineffective, whichever the case
may
be.  See Exchange Act Rule 13a-15(e).

*    *    *    *

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

     In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Tricia Armelin, Staff Accountant, at (202) 551-
3747,
Jennifer Thompson, Staff Accountant, at (202) 551-3737 or, in
their
absence, to the undersigned at (202) 551-3768.
      .


							Sincerely,




							John Cash
							Accounting Branch Chief


Mr. Charles L. McNairy
Avatar Holdings Inc.
May 1, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE