Edgar Filing: HOVNANIAN ARA K

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HOVNANIAN ARA K

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

(Last)

(First)

(Middle)

10 HIGHWAY 35

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2005

(Street)

RED BANK, NJ 07701

4. If Amendment, Date 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

(City)

(State)

(Zip)

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 Following Reported Transaction(s) (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)	Code	V	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	07/28/2005		A		56,879	A	⁽¹⁾	56,879 ⁽²⁾	I	Held by the Family Limited Partnership ⁽³⁾
Class A Common Stock	07/28/2005		A		71,099	A	⁽¹⁾	71,099 ⁽²⁾	I	Held by the Family Limited Partnership ⁽⁴⁾
Class A Common Stock	07/28/2005		A		85,319	A	⁽¹⁾	85,319 ⁽²⁾	I	Held by the Family Limited Partnership ⁽⁵⁾
Class A Common Stock	07/28/2005		A		39,100	A	⁽¹⁾	39,100 ⁽²⁾	I	Held by the Family Limited Partnership ⁽⁶⁾
Class A Common Stock	07/28/2005		D		269,893	D	⁽¹⁾	1,235,107 ⁽²⁾	I	Held as trustee of the KSH 2004 GRAT in which Reporting Person has a potential remainder interest
Class A Common Stock								1,630,420	D
Class A Common Stock								236,346	I	Held by the Ara K. Hovnanian 2004 GRAT ⁽⁷⁾
Class A Common Stock								33,060	I	Held by estate of son Alton
Class A Common Stock								13,974	I	Held by son Alexander
Class A Common Stock								6,700	I	Held by daughter Serena
Class A Common Stock								16,700	I	Held by wife

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽⁸⁾

12/21/2004

1,100

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

1,100

⁽¹⁰⁾

1,684,918 ⁽¹¹⁾

Class B Common Stock

⁽⁸⁾

12/21/2004

550

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

550

⁽¹⁰⁾

54,524

Held by son Alexander

Class B Common Stock

⁽⁸⁾

12/21/2004

550

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

550

⁽¹⁰⁾

39,850

Held by daughter Serena

Class B Common Stock

⁽⁸⁾

03/26/2005

2,502.13

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

2,502.13

⁽¹⁰⁾

1,076,710.71

Held by the Limited Partnership ⁽¹²⁾

Class B Common Stock

⁽⁸⁾

03/26/2005

2,502.13

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

2,502.13

⁽¹⁰⁾

390,145.73 ⁽²⁾

Held by the Limited Partnership ⁽³⁾

Class B Common Stock

⁽⁸⁾

03/26/2005

3,127.67

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

3,127.67

⁽¹⁰⁾

487,681.67 ⁽²⁾

Held by the Limited Partnership ⁽⁴⁾

Class B Common Stock

⁽⁸⁾

03/26/2005

3,753.2

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

3,753.2

⁽¹⁰⁾

585,217.62 ⁽²⁾

Held by the Limited Partnership ⁽⁵⁾

Class B Common Stock

⁽⁸⁾

03/26/2005

2,502.13

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

2,502.13

⁽¹⁰⁾

268,195.93 ⁽²⁾

Held by the Limited Partnership ⁽⁶⁾

Class B Common Stock

⁽⁸⁾

07/28/2005

56,879

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

56,879

⁽¹⁾

333,266.73 ⁽²⁾

Held by the Limited Partnership ⁽³⁾

Class B Common Stock

⁽⁸⁾

07/28/2005

71,099

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

71,099

⁽¹⁾

416,582.67 ⁽²⁾

Held by the Limited Partnership ⁽⁴⁾

Class B Common Stock

⁽⁸⁾

07/28/2005

85,319

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

85,319

⁽¹⁾

499,898.62 ⁽²⁾

Held by the Limited Partnership ⁽⁵⁾

Class B Common Stock

⁽⁸⁾

07/28/2005

39,100

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

39,100

⁽¹⁾

229,095.93 ⁽²⁾

Held by the Limited Partnership ⁽⁶⁾

Class B Common Stock

⁽⁸⁾

07/28/2005

269,893

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

269,893

⁽¹⁾

269,893 ⁽²⁾

Held as trustee of the KSH 2004 GRAT in which Reporting Person has a potential remainder interest

Class B Common Stock

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

20,300

Held by wife

Class B Common Stock

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

70,960

Held by estate of son Alton

Class B Common Stock

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

128,132

Held by the Family Limited Partnership ⁽¹³⁾

Class B Common Stock

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

4,000

Held by the Reporting Person as trustee ⁽¹⁴⁾

Class B Common Stock

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

4,000

Held by the Reporting Person as trustee ⁽¹⁵⁾

Class B Common Stock

⁽⁸⁾

⁽⁹⁾

Class A Common Stock

250,000

Held by the Ara K. Hovnanian 2004 GRAT ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HOVNANIAN ARA K 10 HIGHWAY 35 RED BANK, NJ 07701	X	X	President and CEO

Signatures

Nancy A. Marrazzo		08/01/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On July 28, 2005, in transactions approved by the Board of Directors of the Issuer in accordance with Rule 16b-3 under the Securities Exchange Act of 1934, as amended, the Issuer (i) exchanged an aggregate of 269,893 shares of Class B Common Stock held by certain members of the Hovnanian family and four family long-term trusts of which the Reporting Person is a trustee for an equal number of shares of Class A Common Stock and (ii) immediately thereafter exchanged the 269,893 shares of Class B Common Stock received from those family members and trusts for an equal number of shares of Class A Common Stock held by The Kevork S. Hovnanian 2004 Grantor Retained Annuity Trust, of which the Reporting Person is also the trustee. The aggregate Hovnanian family holdings of shares, both of Class A Common Stock and Class B Common Stock, remain unchanged by such exchanges.
(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 beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose
(3)	Held by The Sossie K. Najarian Family 1994 Long-Term Trust, of which the reporting person is trustee and has a potential remainder interest, including shares held through a partnership interest in the Limited Partnership
(4)	Held by The Esther K. Barry Family 1994 Long-Term Trust, of which the reporting person is trustee and has a potential remainder interest, including shares held through a partnership interest in the Limited Partnership
(5)	Held by The Lucy K. Kalian Family 1994 Long-Term Trust, of which the reporting person is trustee and has a potential remainder interest, including shares held through a partnership interest in the Limited Partnership
(6)	Held by The Nadia K. Rodriquez Family 1994 Long-Term Trust, of which the reporting person is trustee and has a potential remainder interest, including shares held through a partnership interest in the Limited Partnership
(7)	Held by the Ara K. Hovnanian 2004 GRAT of which the reporting person is trustee and the principal beneficiary
(8)	The Class B Common Stock, par value $.01 per share, non-cumulative, is immediately convertible into an equal number of shares of Class A Common Stock, par value $.01 per share, non-cumulative
(9)	No expiration date.
(10)	N/A
(11)	Includes 21,868 shares previously reported as indirectly held by the Limited Partnership
(12)	Held by The Ara K. Hovnanian Family 1994 Long-Term Trust, of which the reporting person is trustee, including shares held through a partnership interest in the Limited Partnership
(13)	Held by the Kevork S. Hovnanian Family Limited Partnership (the "Limited Partnership") (also see footnote 11)
(14)	Held by reporting person as trustee of the Alton Hovnanian Trust
(15)	Held by reporting person as trustee of the Alexander Hovnanian Trust

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