SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
(Mark One)
[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF     
                       THE SECURITIES EXCHANGE ACT OF 1934      
                
                     For the fiscal year ended May 31, 1997
                                       OR
[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF    
                      THE SECURITIES EXCHANGE ACT OF 1934         
              
               For the transition period from               to

                         Commission File Number 0-14830
                         CONTINENTAL HOMES HOLDING CORP.
             (Exact name of registrant as specified in its charter)
                               ------------------

           Delaware
State or other jurisdiction of                         86-0554624
incorporation or organization)           (I.R.S. Employer Identification Number)

                     7001 North Scottsdale Road, Suite 2050
                            Scottsdale, Arizona 85253
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (602) 483-0006

           Securities registered pursuant to Section 12(b) of the Act:
                                                          Name of Each Exchange
          Title of Each Class                              on Which Registered
          -------------------                              -------------------
Common Stock, par value $.01 per share                   New York Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act: None

         Indicate  by check mark  whether  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                    YES X NO
                                       ---  ---

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendments to this Form 10-K. [X]

         The aggregate  market value of the voting stock held by  non-affiliates
of the  registrant  as of August 11, 1997 was  $130,192,282.  (This  calculation
assumes that all officers and directors of the Company are affiliates.)

             The number of shares of Common Stock outstanding as of
                         August 11, 1997 was 6,855,680.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the registrant's Annual Report to Stockholders for the year
ended  May 31,  1997 are  incorporated  herein  by  reference  into  Part II and
portions  of  the  registrant's  Proxy  Statement  for  the  Annual  Meeting  of
Stockholders  to be held August 28, 1997 are  incorporated  herein by  reference
into Part III.
<PAGE>
                         CONTINENTAL HOMES HOLDING CORP.
                             FORM 10-K ANNUAL REPORT
                            For the Fiscal Year Ended
                                  May 31, 1997

                                TABLE OF CONTENTS

                                     PART I
<TABLE>
<S>               <C>                                                                                        <C>
Item 1.           Business                                                                                Page
                  General............................................................................        1
                  Land Acquisition and Development...................................................        1
                  Product Lines......................................................................        2
                  Contract Backlog...................................................................        3
                  Marketing..........................................................................        3
                  Construction and Customer Service..................................................        4
                  Mortgage Banking...................................................................        4
                  Competition........................................................................        5
                  Regulation.........................................................................        5
                  Employees..........................................................................        5

Item 2.           Properties.........................................................................        6

Item 3.           Legal Proceedings..................................................................        6

Item 4.           Submission of Matters to a Vote of Security Holders................................        6

                                     PART II

Item 5.           Market for the Registrant's Common Equity and Related
                  Stockholder Matters................................................................        6

Item 6.           Selected Financial Data............................................................        6

Item 7.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations..........................................................        7

Item 8.           Financial Statements and Supplementary Data........................................        7

Item 9.           Changes in and Disagreements with Accountants on Accounting and
                  Financial Disclosure...............................................................        7

                                    PART III

Item 10.          Directors and Executive Officers of the Registrant.................................        7

Item 11.          Executive Compensation.............................................................        7

Item 12.          Security Ownership of Certain Beneficial Owners and Management.....................        7

Item 13.          Certain Relationships and Related Transactions.....................................        7

                                     PART IV

Item 14.          Exhibits and Reports on Form 8-K...................................................        7
</TABLE>
<PAGE>
                                     PART I

Item 1.           BUSINESS

GENERAL

Continental  Homes Holding Corp. (the "Company"),  a Delaware  corporation,  was
formed in June 1986.  The Company  designs,  constructs  and sells high  quality
single-family  homes targeted  primarily to entry-level  and first-time  move-up
homebuyers.  The Company is geographically  diversified,  currently operating in
Phoenix, Arizona; Austin, San Antonio and Dallas, Texas; Denver, Colorado; South
Florida and Southern  California.  The Company entered the Austin,  San Antonio,
South Florida and Dallas markets in July 1993,  January 1994,  November 1994 and
June 1996, respectively,  through acquisitions of existing homebuilders. In July
1996, the Company began selling homes at "Arizona Traditions",  its first active
adult  community.  The  community  has  approximately  1,800 home sites,  a golf
course,  community center and many other amenities.  The Company complements its
homebuilding activities by providing mortgage banking services to its homebuyers
and to third parties in all locations.

LAND ACQUISITION AND DEVELOPMENT

As of May 31,  1997,  the  Company  operated  20  subdivisions  in  Phoenix,  17
subdivisions in Austin, 9 subdivisions in San Antonio, 8 subdivisions in Dallas,
8 subdivisions in Denver, 7 subdivisions in Miami and 7 subdivisions in Southern
California. The following table summarizes the Company's available lot inventory
at May 31, 1997 by location:

                             AVAILABLE LOT INVENTORY
<TABLE>
<CAPTION>
                                                                            Sites Available
                                                   Homes Under                 for Future
                                                  Construction                Construction
                            Total Lots            ------------                ------------
                            Available     Sold      Specs(1)    Models      Unsold        Sold
                            ---------     ----      --------    ------      ------        ----
<S>                          <C>           <C>         <C>          <C>      <C>           <C>
Phoenix ..............       5,088         719         239          70       3,948         112

Texas(2) .............       6,905         714         260          55       5,822          54

Denver ...............       1,090         164          40          17         850          19

South Florida ........       1,051          91          18          18         843          81

Southern California(3)       1,939          54         101          16       1,765           3
                            ------      ------      ------      ------      ------      ------

              Total ..      16,073       1,742         658         176      13,228         269
                            ======      ======      ======      ======      ======      ======
</TABLE>
-----------------
(1)      Speculative units are unsold homes under construction.
(2)      Includes operations in Austin, San Antonio and Dallas.
(3)      Includes approximately 1,600 home sites at Continental Ranch, Inc.

The  Company's  objective  is to  maintain a supply of land to meet  anticipated
homebuilding  requirements for approximately two to three years. At May 31, 1997
and 1996,  the  Company  had an  aggregate  of 13,228  and 11,047  unsold  lots,
respectively,  which  represents  approximately  32 and 30 months of  inventory,
respectively,  based on actual  deliveries in each of fiscal 1997 and 1996.  The
Company believes that an adequate supply of undeveloped land is available in its
markets to maintain current levels of homebuilding. See "Management's Discussion
and Analysis of Results of Operations  and Financial  Condition -- Liquidity and
Capital Resources."

In November 1996, the Company  started  development on its 670 acres of property
in  Carlsbad,  California,  located in San Diego  County.  When  completed  this
community  will have  approximately  1,600  homesites.  The  Company is actively
marketing  a portion  of the lots and will  develop  and sell the  remainder  as
finished homes.
                                       1
<PAGE>
PRODUCT LINES

The product  line  constructed  by the Company in a  particular  subdivision  is
dependent upon many factors,  including the housing  generally  available in the
area, the needs of the  particular  market and the Company's cost of lots in the
subdivision. The Company typically offers between 3 and 19 floorplans within the
same  product  line in each  subdivision  and often  offers  the same  models in
similar  subdivisions.  Models are periodically  reviewed and updated to reflect
changing  homebuyer  preferences.  Both new models and design  modifications are
generally developed by Company employees.

Homes sold by the Company  typically  have three to five  bedrooms,  two or more
bathrooms  and a two car  garage.  The  Company  offers a variety of options and
upgrades,  including  the placement of certain  walls,  the style of kitchen and
bathroom cabinetry,  a selection of floor coverings and light fixtures,  patios,
decks,  french doors and fireplaces,  which allow  homebuyers to customize their
homes.  Options and upgrades are generally  priced to have a positive  effect on
profit margins.

                                  PRODUCT LINES

                                           Living Area        Base Price Range
                                          (Square Feet)        at May 31, 1997
                                          -------------        ---------------
Phoenix
     Move-up single-family .........      1,233 - 3,761      $ 94,450 - $234,800
     Entry-level single-family .....      1,054 - 2,484      $ 91,900 - $161,600
Texas
     Move-up single-family .........      1,622 - 3,626      $110,750 - $194,000
     Entry-level single-family .....        924 - 3,024      $ 58,950 - $132,900
Denver
     Move-up single-family .........      1,820 - 3,096      $161,900 - $243,900
     Entry-level single -family ....      1,358 - 1,834      $137,500 - $153,500
South Florida
     Move-up single-family .........      1,615 - 2,647      $138,900 - $185,900
     Entry-level single-family/
       Townhomes ...................      1,152 - 1,669      $ 99,900 - $133,900
Southern California
     Move-up single-family .........      2,525 - 4,093      $269,000 - $435,000
     Entry-level single-family .....      1,705 - 3,270      $138,900 - $272,900
<PAGE>
                                 HOMES DELIVERED

                                                  Years ended May 31,
                                                  -------------------
                                          1997            1996            1995
                                          ----            ----            ----
Move-up single-family
     Revenues (000's) ..........        $311,254        $222,918        $208,026
     Units .....................           1,701           1,281           1,281
     Average sales price .......        $183,000        $174,000        $162,400
Entry-level single-family
     Revenues (000's) ..........        $356,329        $352,839        $206,692
     Units .....................           3,068           3,073           1,921
     Average sales price .......        $116,100        $114,800        $107,600
Townhomes and duplex homes
     Revenues (000's) ..........        $ 14,255        $  1,316        $   --
     Units .....................             135              13            --
     Average sales price .......        $105,600        $101,200        $   --
Total
     Revenues (000's) ..........        $681,838        $577,073        $414,718
     Units .....................           4,904           4,367           3,202
     Average sales price .......        $139,000        $132,100        $129,500

Fluctuations  in the number of homes  delivered  by product  type are  generally
related to product availability,  market conditions or the introduction of a new
product.

CONTRACT BACKLOG

Sales of the Company's homes are made pursuant to standard sales contracts which
typically  require  a $500 to $2,500  deposit  upon  signing.  The  contract  is
generally  cancelable if the customer is unable to obtain a mortgage commitment,
usually  within 60 days.  A sale  becomes part of backlog only upon receipt of a
signed  contract  and a deposit.  See  "Business  --  Construction  and Customer
Service."

As of May 31, 1997, the Company's  contract backlog had an aggregate sales value
of $271,131,000  consisting of 2,015 homes.  The contract  backlog as of May 31,
1996 had an aggregate sales value of $295,484,000  and consisted of 2,070 homes.
The Company  anticipates that  substantially  all of the homes in backlog at May
31, 1997 will be delivered during the calendar year ending December 31, 1997.

MARKETING

The Company  markets its homes to first-time  and move-up  buyers.  Although the
Company utilizes the services of independent  brokers,  approximately 40% of its
homes sold in fiscal 1997 were sold by Company  commissioned  personnel (without
the assistance of independent  brokers) from sales offices  located in furnished
model homes in the subdivisions.  Sales personnel are trained by the Company and
attend  weekly  meetings to be updated on financing  availability,  construction
schedules and  marketing  and  advertising  plans.  Company sales  personnel and
independent  brokers are  generally  paid a commission at the time of closing of
between 1% and 2% (depending on the market) and 3%,  respectively,  of the sales
price of the home.  The  Company  uses  radio,  newspaper,  magazine,  billboard
displays,  special  promotional  events  and,  occasionally,  television  in its
marketing program.

The Company  builds its homes under the  guidelines  and  specifications  of the
Federal Housing Administration  ("FHA") and the Veterans  Administration ("VA"),
thereby  providing  prospective  buyers the added  benefits of  FHA-insured  and
VA-guaranteed mortgages.
                                       3
<PAGE>
CONSTRUCTION AND CUSTOMER SERVICE

The Company designs and supervises the development and building of its projects.
The  construction  period for the Company's homes during fiscal 1997 ranged from
100 to 180 days in Phoenix,  from 75 to 120 days in Texas,  from 120 to 180 days
in  Denver,  from 90 to 120  days in South  Florida  and from 100 to 150 days in
Southern California.

The  actual   construction  is  performed  for  a  fixed  price  by  independent
subcontractors, who are generally selected on a competitive basis. All stages of
construction  are  supervised  by  the  Company's  on-site  superintendents  who
coordinate the activities of  subcontractors,  subject their work to quality and
cost  controls  and monitor  compliance  with  zoning and  building  codes.  The
Company's management  information systems also assist the Company in controlling
the costs of  construction  by making  information  available  which  allows the
Company to monitor  subcontractor  performance  and  expenditures.  The  Company
believes its relationships with its subcontractors are good. The Company is not,
and  does  not  anticipate,   experiencing  a  significant  shortage  of  either
subcontractors or building materials.

The  Company  provides  homebuyers  with a  one-year  warranty  on its homes for
non-structural  defects  and a two-year  warranty  with  respect  to  structural
defects.  In addition,  the Company purchases,  in certain locations,  builder's
liability insurance protection for major structural defects in the third through
tenth year.

The Company  constructs homes principally  against orders which are evidenced by
written contracts and modest escrow deposits. In fiscal 1997,  approximately 19%
of such  contracts have been canceled,  a majority of such  cancellations  being
attributable  to the  inability  of the  prospective  purchaser  to qualify  for
financing.  The Company  attempts to limit  cancellations  by training its sales
force to  determine  the  qualification  of  potential  homebuyers  at the sales
office. The Company classifies a unit as speculative when construction commences
on a unit that does not have a  written  contract.  The  Company  may  construct
speculative  units in order to maintain an  inventory  for quick  delivery or to
continue the construction  sequence.  The majority of the Company's  speculative
units  are  less  than  50%  complete.  As a result  of such  cancellations  and
construction procedures, at May 31, 1997 and 1996, the Company had respectively,
658 and 559 speculative units under construction.

MORTGAGE BANKING

The Company  conducts  mortgage  banking  operations  through  its  wholly-owned
subsidiary,  CH Mortgage Company ("CHMC"). For the year ended May 31, 1997, CHMC
provided mortgage financing to 65% of the Company's customers or 72% in Arizona,
48% in  Colorado,  17% in Florida  and 80% in Texas.  The  Company is  currently
licensed to do business in Arizona, Colorado, Texas, Florida and California.

As a mortgage  banker,  CHMC  completes  the  processing  of loan  applications,
performs credit checks,  submits  applications to mortgage lenders for approval,
and originates and sells mortgage loans.  CHMC has a $25,000,000  warehouse line
of  credit  to fund the  mortgage  loans on an  interim  basis.  CHMC  bears the
interest   expense  and  receives  the  interest   income  while  mortgages  are
warehoused.  Accordingly,  depending  upon the relative  interest  rates of such
loans and the related  mortgages and the extent to which mortgages are financed,
CHMC may have net interest income or expense during the warehouse period.

CHMC  establishes  its interest  rates and terms to  facilitate  the sale of the
Company's  homes  through the  origination  of first  mortgage  loans  utilizing
programs established by the FHA, VA, GNMA and FNMA. Interest rates are generally
established by prevailing market rates, although lower rates may be offered from
time to time to remain competitive in certain markets.

Each  mortgage  originated  by CHMC  contains the  provision for a servicing fee
(which is included as a part of the monthly payment made by the mortgagor) to be
paid  for the  collection  of,  and  accounting  for,  mortgage  payments.  This
servicing fee provision is a separate  interest in the mortgage that may be sold
independently of, or together with, the mortgage itself.  CHMC began retaining a
portion  of the  servicing  portfolio  in fiscal  1991 and from time to time may
continue to do so,  although  this is not expected to 
                                       4
<PAGE>
become a material  part of the  Company's  business.  During  fiscal  1996,  the
Company  sold  significantly  all  of the  servicing  rights  it had  previously
retained.

COMPETITION

The single-family  residential housing industry is highly  competitive,  and the
Company  competes in each of its markets with numerous other national,  regional
and local  homebuilders,  some of which have greater resources than the Company.
The Company's  homes compete on the basis of quality,  price,  design,  mortgage
financing  terms and  location.  The Company also  competes  with  developers of
rental housing units and, to a lesser extent, condominiums.

REGULATION

The housing and mortgage banking industries are subject to extensive and complex
regulations.  The  Company  and its  subcontractors  must  comply  with  various
federal,  state and local laws and  regulations  including  zoning  and  density
requirements, building, environmental, advertising and consumer credit rules and
regulations  as well as other  rules  and  regulations  in  connection  with its
homebuilding  and sales  activities.  These include  requirements as to building
materials to be used, building designs and minimum elevation of properties.  The
Company's homes are inspected by local  authorities  where  required,  and homes
eligible for insurance or guarantees  provided by the FHA and VA,  respectively,
are subject to inspection by the FHA or VA.

The Company is also subject to a variety of local,  state and federal  statutes,
ordinances,  rules and  regulations  concerning  protection  of  health  and the
environment ("environmental laws"), as well as effects of environmental factors.
The particular  environmental  laws which apply to any given  homebuilding  site
vary  greatly  according  to  the  site's  location,  the  site's  environmental
condition and the present and former uses of the site. These  environmental laws
may result in delays, may cause the Company to incur substantial  compliance and
other costs,  and can  prohibit or severely  restrict  homebuilding  activity in
certain environmentally sensitive regions or areas.

The Company's  mortgage banking subsidiary must also comply with various federal
and state laws and consumer  credit rules and  regulations  as well as rules and
regulations in connection with its mortgage  lending  activities.  Additionally,
mortgage loans  originated under the FHA, VA, FNMA and GNMA are subject to rules
and regulations imposed by such agencies.

EMPLOYEES

At May 31, 1997, the Company and its  subsidiaries  employed  approximately  646
persons, including corporate staff, sales personnel,  construction personnel and
mortgage  and title  staff.  None of the  Company's  employees  are covered by a
collective  bargaining  agreement.  The Company believes that its relations with
its employees are good.
                                       5
<PAGE>
Item 2.           PROPERTIES

       The  Company's  principal  offices are  located at 7001 North  Scottsdale
       Road, Suite 2050,  Scottsdale,  Arizona 85253. The offices, which include
       approximately  22,000 square feet,  are leased for a term expiring  March
       2001.

Item 3.           LEGAL PROCEEDINGS

       The Company is not  involved in any legal  proceedings  which it believes
       would have a  material  effect on the  Company's  financial  position  or
       operating  results.  A claim the Company filed against William O. Milburn
       and Ernst & Young  seeking  reimbursement  for the  payments  made to the
       Internal  Revenue Service in excess of the tax liability  recorded at the
       time Milburn was acquired was settled in the Company's favor.

Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       None

                                     PART II

Item 5.           MARKET  FOR  THE   REGISTRANT'S   COMMON  EQUITY  AND  RELATED
                  STOCKHOLDER MATTERS

PRICE RANGE OF COMMON STOCK

Since  December 15, 1993 the  Company's  Common Stock has traded on the New York
Stock Exchange  (Symbol:  CON).  The following  table sets forth for each period
indicated the high and low closing  sales prices of the  Company's  Common Stock
and cash dividends paid:

                                                                       Dividends
                                            High           Low         Per Share
                                            ----           ---         ---------
Year Ended May 31, 1997:
         First Quarter ..............    $   24.25      $   18.75      $   .05
         Second Quarter .............        20.50          16.25          .05
         Third Quarter ..............        22.13          19.63          .05
         Fourth Quarter .............        21.13          15.50          .05

Year Ended May 31, 1996:
         First Quarter ..............    $   21.00      $   15.13      $   .05
         Second Quarter .............        22.50          18.13          .05
         Third Quarter ..............        24.63          18.88          .05
         Fourth Quarter .............        25.25          20.00          .05

DIVIDEND POLICY

Declarations  of dividends  are within the  discretion of the Board of Directors
and are dependent  upon various  factors,  including  the  earnings,  cash flow,
capital  requirements and operating and financial  condition of the Company.  In
addition,  the company's ability to pay dividends in excess of current levels is
restricted  by its 10%  Senior  Notes.  See  Note E of  "Notes  to  Consolidated
Financial  Statements"  of the Company.  As of August 11,  1997,  there were 119
holders of record of the Company's Common Stock.

Item 6.           SELECTED FINANCIAL DATA

       Information  relating to this item appears under the caption "Twelve-Year
       Financial  Summary"  on  pages 8 and 9 of the  Annual  Report,  and  such
       information  is  incorporated  herein by  reference  in  accordance  with
       General Instruction G(2) of Form 10-K. This information should be read in
       conjunction  with  "Management's  Discussion  and  Analysis of Results of
       Operations  and  Financial  Condition"  and  the  Company's  Consolidated
       Financial Statements and the Notes thereto.
                                       6
<PAGE>
Item 7.           MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION
                  AND RESULTS OF OPERATIONS

       Information relating to this item appears under the caption "Management's
       Discussion and Analysis of Results of Operations and Financial Condition"
       on pages 12 through  16 of the Annual  Report,  and such  information  is
       incorporated  herein by reference in accordance with General  Instruction
       G(2) of Form 10-K.  Other  financial  statements  and schedules  required
       under  Regulation  S-X  promulgated  under the Securities Act of 1933 are
       identified in Item 14 hereof and are incorporated herein by reference.

Item 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

       Information  relating to this item  appears on pages 17 through 31 of the
       Annual Report,  and such information is incorporated  herein by reference
       in accordance with General  Instruction  G(2) of Form 10-K.  There are no
       other financial  statements and schedules  required under Regulations S-X
       promulgated under the Securities Act of 1933.

Item 9.           CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE

       Not applicable.
                                    PART III

Item 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

       Information  relating  to  this  item  appears  in the  definitive  Proxy
       Statement for the Company's  Annual Meeting of Stockholders to be held on
       August 28, 1997, and such information is incorporated herein by reference
       in accordance with General Instruction G(3) of Form 10-K.


Item 11.          EXECUTIVE COMPENSATION

       Information  relating to this item is contained in the  definitive  Proxy
       Statement referred to above in "Item 10. Directors and Executive Officers
       of the  Registrant,"  and such  information  is  incorporated  herein  by
       reference in accordance with General Instruction G(3) of Form 10-K.

Item 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       Information  relating to this item is contained in the  definitive  Proxy
       Statement referred to above in "Item 10. Directors and Executive Officers
       of the  Registrant,"  and such  information  is  incorporated  herein  by
       reference in accordance with General Instruction G(3) of From 10-K.

Item 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       Information  relating to this item is contained in the  definitive  Proxy
       Statement  referred to above in "Item 10.  Directors  and Officers of the
       Registrant, " and such information is incorporated herein by reference in
       accordance with General Instruction G(3) of Form 10-K.

                                     PART IV

Item 14.          EXHIBITS,  FINANCIAL STATEMENT SCHEDULES,  AND REPORTS ON FORM
                  8-K

(a)  1.           Financial Statements

       The following  consolidated  financial  statements of  Continental  Homes
       Holding  Corp.  and  Subsidiaries,  included  in  the  Annual  Report  to
       Shareholders  for the  year  ended  May 31,  1997,  are  incorporated  by
       reference in Item 8:
                                       7
<PAGE>
(a) 1.            Financial Statements (continued)

       Report of Independent Public Accountants

       Consolidated Balance Sheets - May 31, 1997 and 1996.

       Consolidated  Statements  of Income - Years ended May 31, 1997,  1996 and
       1995.

       Consolidated  Statements  of  Stockholders'  Equity - Years ended May 31,
       1997, 1996 and 1995.

       Consolidated  Statements  of Cash Flows - Years ended May 31, 1997,  1996
       and 1995.

       Notes to Consolidated Financial Statements.

(a)  2.           Financial Statement Schedules

       Not applicable.

(a)  3.           Exhibits

3.1(a)            Certificate of Incorporation  of the Company.  Incorporated by
                  reference  to Exhibit  3.1(a) to  Registration  Statement  No.
                  33-6797, as filed on June 25, 1986.

3.1(b)            Amendment  to  Certificate  of  Incorporation  of the Company.
                  Incorporated by reference to Exhibit 3.1(b) to Amendment No. 2
                  to Registration Statement No. 33-6797, as filed on January 30,
                  1987.

3.1(c)            Certificate  of  Second   Amendment  of  the   Certificate  of
                  Incorporation.  Incorporated  by reference to Exhibit 3 to the
                  Company's report on Form 10-Q for the quarter ended August 31,
                  1993.

3.2               By-laws of the Company.  Incorporated  by reference to Exhibit
                  3.2 to registration  Statement No.  33-6797,  as filed on June
                  25, 1986.

4.1               Indenture  dated as of April 15, 1996  between the Company and
                  First Union National Bank, as Trustee.

4.2               Indenture dated as of November 1, 1995 between the Company and
                  Manufacturer's   and  Traders  Trust   Company,   as  Trustee.
                  Incorporated  by  reference  to Exhibit  4.1 to the  Company's
                  report on form 10-Q for the quarter ended November 30, 1995.

10.1(a)           Lease  Agreement  dated  August 1, 1990,  as amended,  for the
                  Company's principal office located at 7001 N. Scottsdale Road,
                  Suite 2050, Scottsdale,  Arizona. Incorporated by reference to
                  Exhibit 10.1 to the Company's report on Form 10-K for the year
                  ended May 31, 1991.

10.1(b)           Third Amendment to Lease Agreement dated June 27, 1994 for the
                  Company's principal office located at 7001 N. Scottsdale Road,
                  Suite 2050, Scottsdale,  Arizona. Incorporated by reference to
                  Exhibit  10.1(b) to the Company's  report on Form 10-K for the
                  year ended May 31, 1994.

10.2(a)+          The Company's Restated 1986 Stock Incentive Plan. Incorporated
                  by  reference   to  Exhibit   10.3  to  Amendment   No.  2  to
                  Registration  Statement No.  33-6797,  as filed on January 30,
                  1987.

10.2(b)+          The  Company's  1988  Stock  Incentive  Plan (As  amended  and
                  restated July 23, 1992).  Incorporated by reference to Exhibit
                  A  to  the  Company's  Notice  of  Annual  Meeting  and  Proxy
                  Statement dated August 3, 1992.
                                       8
<PAGE>
(a) 3.            Exhibits (continued)

10.3              Amended and Restated Mortgage  Warehousing Credit and Security
                  Agreement dated as of July 1, 1995 between Bank One,  Arizona,
                  NA ("BOAZ")  and CHMC.  Incorporated  by  reference to Exhibit
                  10.3 to the  Company's  report on Form 10-K for the year ended
                  May 31, 1995.

10.3(a)           Modification  Agreement  dated as of December 1, 1995  between
                  BOAZ and CHMC.  Incorporated  by  reference to Exhibit 10.1 to
                  the  Company's  report  on Form  10-Q  for the  quarter  ended
                  November 30, 1995.

10.4              Amended  and  Restated  Replacement  Revolving  Line of Credit
                  Promissory  Note dated  December 1, 1995 between BOAZ and CHMC
                  in favor of BOAZ in the amount of $25,000,000. Incorporated by
                  reference to Exhibit 10.2 to the Company's report on Form 10-Q
                  for the quarter ended November 30, 1995.

10.5              Credit  Agreement  dated as of June  27,  1996  between  BOAZ,
                  Norwest, The First National Bank of Boston and CHHC.

10.6              Promissory  Note dated June 27, 1996  between BOAZ and CHHC in
                  the principal amount of up to $65,000,000.

10.7              Promissory Note dated June 27, 1996 between The First National
                  Bank of  Boston  and  CHHC in the  principal  amount  of up to
                  $25,000,000.

10.8              Promissory  Note  dated June 27,  1996  between  Norwest  Bank
                  Arizona and CHHC in the principal amount of up to $20,000,000.

10.9*             First  Modification  Agreement  dated  as of  April  11,  1997
                  between  BOAZ,  The First  National  Bank of Boston,  Norwest,
                  Guaranty Federal Bank and CHHC.

10.10*            Promissory note dated April 11, 1997 between  Guaranty Federal
                  Bank and CHHC in the principal amount of up to $30,000,000.

11.*              Statement Re Computation of Per Share Earnings.

13.*              Pages 8 through 31 of the Annual  Report to  Stockholders  for
                  the year ended May 31, 1997.

21.*              Subsidiaries of the Company.

23.*              Consent of Independent Public Accountants.

27.*              Financial Data Schedule.

--------------------------
+    Denotes a compensatory plan or agreement.
*    Filed herewith.

(b)               Reports on Form 8-K There  were no  reports  filed on Form 8-K
                  during the last quarter of the year ended May 31, 1997.
                                       9
<PAGE>
                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated:            August 14, 1997                CONTINENTAL HOMES HOLDING CORP.

                                                 By:  /s/  Donald R. Loback
                                                 -------------------------------
                                                 Donald R. Loback
                                                 Chief Executive Officer


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

/s/  Donald R. Loback                                            August 14, 1997
------------------------------------                             ---------------
Donald R. Loback                                                       Date
Chief Executive Officer

/s/  W. Thomas Hickcox                                           August 14, 1997
------------------------------------                             ---------------
W. Thomas Hickcox                                                      Date     
Chief Operating Officer/President 
 and Director                                           

/s/ Julie E. Collins                                             August 14, 1997
------------------------------------                             ---------------
Julie E. Collins                                                       Date     
Chief Financial Officer,                                               
  Secretary and Treasurer                                        
(Principal Financial and Accounting Officer)

/s/ Timothy C. Westfall                                          August 14, 1997
------------------------------------                             ---------------
Timothy C. Westfall                                                    Date
General Counsel and Director

/s/ Robert B. Ryan                                               August 14, 1997
------------------------------------                             ---------------
Robert B. Ryan                                                         Date
Vice President of Management Information
 Systems and Director

/s/ Bradley S. Anderson                                          August 14, 1997
------------------------------------                             ---------------
Bradley S. Anderson                                                    Date     
Director                                                         
                                                                 
/s/ Jo Ann Rudd                                                  August 14, 1997
------------------------------------                             ---------------
Jo Ann Rudd                                                            Date     
Director                                                         

/s/ William Steinberg                                            August 14, 1997
------------------------------------                             ---------------
William Steinberg                                                      Date     
Director                                                         
                                                                 
/s/ Peter D. O'Connor                                            August 14, 1997
------------------------------------                             ---------------
Peter D. O'Connor                                                      Date
Director                                                         
                                       10
<PAGE>
                                INDEX OF EXHIBITS


10.9     First  Modification  Agreement dated as of April 11, 1997 between BOAZ,
         The First National Bank of Boston,  Norwest,  Guaranty Federal Bank and
         CHHC.

10.10    Promissory note dated April 11, 1997 between  Guaranty Federal Bank and
         CHHC in the principal amount of up to $30,000,000.

11.      Statement Re:  Computation of Per Share Earnings

13.      Pages 8 through 31 of the Annual Report to Stockholders
         for the year ended May 31, 1997.

21.      Subsidiaries of the Company.

23.      Consent of Independent Public Accountants.

27.      Financial Data Schedule.