As filed with the Securities and Exchange Commission on March 13, 2001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ____________ HOVNANIAN ENTERPRISES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 22-1851059 (State of incorporation (I.R.S. Employer or organization) Identification Number) 10 Highway 35 07701 P.O. Box 35 (zip code) Red Bank, New Jersey (732) 747-7800 (Address of Principal Executive Offices) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. /X/ If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. /X/ Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered Class A Common Stock, par value New York Stock Exchange, Inc. $.01 per share. The Class A Common Stock is non-cumulative. Securities to be registered pursuant to Section 12(g) of the Act: Class B Common Stock, par value $.01 per share. The Class B Common Stock is non-cumulative and is convertible into an equal number of shares of Class A Common Stock. (Title of class) PAGE> INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. Incorporated by reference to the Registrant's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on November 24, 1992, File No. 001-08551. Item 2. Exhibits. 3.1 Certificate of Amendment of Certificate of Incorporation of the Registrant filed on September 11, 1992 in the office of the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the year ended February 28, 1993). 3.2 By-laws of the Registrant as in effect on January 23, 2001 (filed herewith). -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: March 13, 2001 HOVNANIAN ENTERPRISES, INC. By: /s/ Peter S. Reinhart Name: Peter S. Reinhart Title: Senior Vice-President and General Counsel -3-