SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

            --------------------------------------------------------

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended November 30, 1996

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-14830

                         CONTINENTAL HOMES HOLDING CORP.

             (Exact name of registrant as specified in its charter)

                 Delaware                                   86-0554624
       (State or other jurisdiction                       (IRS Employer
     of incorporation or organization)                 Identification No.)

     7001 N. Scottsdale Road, Suite 2050                      85253
              Scottsdale, Arizona                           (Zip Code)
  (Address of principal executive offices)

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

                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the 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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                                                         Outstanding at
    Class of Common Stock                               December 27, 1996
    ---------------------                               -----------------
       $.01 par value                                        6,897,330

--------------------------------------------------------------------------------
<PAGE>
                         CONTINENTAL HOMES HOLDING CORP.


                                    FORM 10-Q
                              FOR THE QUARTER ENDED
                                NOVEMBER 30, 1996


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
PART I.           FINANCIAL INFORMATION                                                       Page

<S>        <C>                                                                                 <C>
  Item 1.  Financial Statements:
         Consolidated Balance Sheets as of November 30, 1996 and
              May 31, 1996..............................................................        3

         Consolidated Statements of Income for the three and six months ended
              November 30, 1996 and 1995................................................        4

         Consolidated Statements of Cash Flows for the six months ended
              November 30, 1996 and 1995................................................        5

         Notes to unaudited Consolidated Financial Statements...........................        6

  Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations..........................................................        8

PART II. OTHER INFORMATION

  Item 4.  Submission of matters to a vote of Security Holders..........................       12

  Item 6.  Exhibits and Reports on Form 8-K.............................................       12
</TABLE>
                                       2
<PAGE>
                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                            November  30,           May 31,
                                                                                1996                 1996
                                                                                ----                 ----
                                                                                      (In thousands)
<S>                                                                          <C>                  <C>       
ASSETS
Homebuilding:
      Cash and cash equivalents                                              $   21,414           $   25,236
      Receivables                                                                19,052               16,693
      Homes, lots and improvements in production                                405,229              344,880
      Property and equipment, net                                                 3,614                2,271
      Prepaid expenses and other assets                                          19,453               16,797
      Excess of cost over related net assets acquired                            10,224               11,715
                                                                             ----------           ----------
                                                                                478,986              417,592
                                                                             ----------           ----------
Mortgage banking:
      Mortgage loans held for sale                                               17,418               20,350
      Mortgage loans held for long-term investment, net                              --                   86
      Other assets                                                                  191                  406
                                                                             ----------           ----------
                                                                                 17,609               20,842
                                                                             ----------           ----------
      Total assets                                                           $  496,595           $  438,434
                                                                             ==========           ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Homebuilding:
      Accounts payable and other liabilities                                 $   63,624           $   52,240
      Notes payable, senior and convertible subordinated debt                   269,994              244,999
      Deferred income taxes                                                       1,621                1,236
                                                                             ----------           ----------
                                                                                335,239              298,475
                                                                             ----------           ----------
Mortgage banking:
       Notes payable                                                             12,169                5,359
       Bonds payable                                                                 --                  168
       Other                                                                      1,104                  686
                                                                             ----------           ----------
                                                                                 13,273                6,213
                                                                             ----------           ----------
       Total liabilities                                                        348,512              304,688
                                                                             ----------           ----------

Minority interest                                                                 4,494                4,797
                                                                             ----------           ----------
Commitments and contingencies
Stockholders' equity
       Preferred stock, $.01 par value:
         Authorized - 2,000,000 shares, Issued none                                  --                   --
       Common stock, $.01 par value:
         Authorized - 20,000,000 shares, Issued 7,080,900 shares                     71                   71
       Treasury stock, at cost - 183,570 and 88,265 shares                       (2,153)                (384)
       Capital in excess of par value                                            60,475               60,396
       Retained earnings                                                         85,196               68,866
                                                                             ----------           ----------
       Total stockholders' equity                                               143,589              128,949
                                                                             ----------           ----------
       Total liabilities and stockholders' equity                            $  496,595           $  438,434
                                                                             ==========           ==========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these unaudited consolidated balance sheets.
                                       3
<PAGE>
                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                      Three months ended            Six months ended
                                                         November 30,                  November 30,
                                                         ------------                  ------------

                                                      1996           1995           1996           1995
                                                      ----           ----           ----           ----
<S>                                               <C>            <C>            <C>            <C>        
REVENUES
     Home sales                                   $   162,883    $   135,384    $   346,547    $   268,330
     Land sales                                        14,643            506         15,124         11,267
     Mortgage banking and title operations              2,564          2,481          5,830          4,946
     Other income (loss), net                             163             (6)           398            106
                                                  -----------    -----------    -----------    -----------
         Total revenues                               180,253        138,365        367,899        284,649
                                                  -----------    -----------    -----------    -----------

COSTS AND EXPENSES
Homebuilding:
     Cost of home sales                               132,976        110,431        282,650        218,857
     Cost of land sales                                13,996            498         14,492         11,329
     Selling, general and administrative
       expenses                                        17,084         15,072         35,724         30,028
     Interest, net                                      1,361          1,305          2,746          2,454
Mortgage banking and title operations:
     Selling, general and administrative
       expenses                                         2,082          1,652          4,138          3,255
     Interest, net                                       (198)           (21)          (399)            34
                                                  -----------    -----------    -----------    -----------

         Total costs and expenses                     167,301        128,937        339,351        265,957
                                                  -----------    -----------    -----------    -----------

Income before income taxes                             12,952          9,428         28,548         18,692
Income taxes                                            5,160          4,113         11,520          8,153
                                                  -----------    -----------    -----------    -----------

Net income                                        $     7,792    $     5,315    $    17,028    $    10,539
                                                  ===========    ===========    ===========    ===========

Earnings per common share                         $      1.12    $       .77    $      2.44    $      1.52

Earnings per common share assuming
         full dilution                            $       .81    $       .64    $      1.76    $      1.30

Cash dividends per share                          $       .05    $       .05    $       .10    $       .10

Weighted average number of shares
         outstanding                                6,978,297      6,946,666      6,990,820      6,937,117
                                                  ===========    ===========    ===========    ===========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these unaudited consolidated statements.
                                       4
<PAGE>
                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                      Six  months ended
                                                                        November 30,
                                                                        ------------
                                                                       1996        1995
                                                                       ----        ----
                                                                        (In thousands)
<S>                                                                  <C>         <C>     
Cash flows from operating activities:
     Net income                                                      $ 17,028    $ 10,539
         Adjustments to reconcile net income to net
         cash provided (used) by operating activities:
              Depreciation and amortization                             1,642       1,649
              Minority Interest                                          (303)         --
              Increase in deferred income taxes                           385         694
Decrease (increase) in assets
     Homes, lots and improvements in production                       (52,552)    (18,404)
     Receivables                                                          816       2,066
     Prepaid expenses and other assets                                 (2,393)       (894)
Increase in liabilities
     Accounts payable and other liabilities                            10,358       6,652
                                                                     --------    --------
Net cash provided (used) by operating activities                      (25,019)      2,302
                                                                     --------    --------

Cash flows from investing activities:
     Net additions of property and equipment                           (1,750)       (371)
     Cash paid for acquisitions, net of cash acquired                  (1,205)         --
     Adjustment to purchase price                                       1,700          --
                                                                     --------    --------
     Net cash used by investing activities                             (1,255)       (371)
                                                                     --------    --------

Cash flows from financing activities:
     Increase  (decrease) in notes payable to financial
         institutions                                                  25,008     (34,008)
     Retirement of bonds payable                                         (168)       (789)
     Retirement of Convertible Subordinated Notes                          --     (33,250)
     Issuance of Convertible Subordinated Notes                            --      72,475
     Stock options exercised                                              232         230
     Repurchase of stock                                               (1,922)         --
     Dividends paid                                                      (698)       (692)
                                                                     --------    --------
     Net cash provided by financing activities                         22,452       3,966
                                                                     --------    --------
     Net increase (decrease) in cash                                   (3,822)      5,897
     Cash at beginning of period                                       25,236      12,848
                                                                     --------    --------
     Cash at end of period                                           $ 21,414    $ 18,745
                                                                     ========    ========

Supplemental  disclosures of cash flow information:  
     Cash paid during the period for:
         Interest, net of amounts capitalized                        $  3,245    $  4,029
         Income taxes                                                $  9,097    $  6,495
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these unaudited consolidated statements.
                                       5
<PAGE>
                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 1.       Basis of Presentation

              The  consolidated  financial  statements  include the  accounts of
              Continental   Homes  Holding  Corp.  and  its  subsidiaries   (the
              "Company").  In the  opinion  of  the  Company,  the  accompanying
              unaudited    consolidated   financial   statements   contain   all
              adjustments  (consisting  of only  normal  recurring  adjustments)
              necessary  to present  fairly the  Company's  financial  position,
              results of operations and cash flows for the periods presented.

              These  consolidated   financial   statements  should  be  read  in
              conjunction  with the  consolidated  financial  statements and the
              related  disclosures  contained in the Company's  annual report on
              Form  10-K  for the  year  ended  May 31,  1996,  filed  with  the
              Securities and Exchange Commission.

              The  results  of  operations  for the three and six  months  ended
              November 30, 1996 are not necessarily indicative of the results to
              be expected for the full year.

Note 2.       Interest Capitalization

              The  Company  follows  the  practice  of   capitalizing   for  its
              homebuilding  operations  certain  interest costs incurred on land
              under development and homes under  construction.  Such capitalized
              interest  is  included  in cost of home  sales  when the units are
              delivered.  The Company capitalized such interest in the amount of
              $9,223,000  and  $8,101,000 and expensed as a component of cost of
              home sales  $8,892,000  and  $7,594,000  in the six  months  ended
              November 30, 1996 and 1995, respectively.

Note 3.       Notes payable, Senior and Convertible Subordinated Debt

         Notes   payable,   senior  and   convertible   subordinated   debt  for
              homebuilding consist of:

<TABLE>
<CAPTION>
                                                                     November 30,           May 31,
                                                                         1996                 1996
                                                                         ----                 ----
                                                                               (In thousands)
<C>                                                                    <C>                <C>     
10% senior notes, due 2006, net of discount of $1,870 and $1,972       $128,130           $128,028
12% senior notes, due 1999, net of premium of $89 and $113               11,589             11,613
6-7/8% convertible subordinated notes, due 2002                          86,250             86,250
Notes payable                                                            44,025             19,108
                                                                       --------           --------

                                                                       $269,994           $244,999
                                                                       ========           ========
</TABLE>
                                       6
<PAGE>
                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

Note 4.       Interest, net

         The summary of the components of interest, net is as follows:

                                       Three months ended     Six months ended
                                          November 30,          November 30,
                                          ------------          ------------
                                        1996       1995       1996       1995
                                       -------    -------    -------    -------
                                                    (In thousands)
Interest expense, homebuilding         $ 1,519    $ 1,427    $ 2,985    $ 2,661
Interest income, homebuilding             (158)      (122)      (239)      (207)
                                       -------    -------    -------    -------
                                       $ 1,361    $ 1,305    $ 2,746    $ 2,454
                                       =======    =======    =======    =======

Interest expense, mortgage banking     $    83    $   644    $   260    $ 1,368
Interest income, mortgage banking         (281)      (665)      (659)    (1,334)
                                       -------    -------    -------    -------
                                       $  (198)   $   (21)   $  (399)   $    34
                                       =======    =======    =======    =======
                                       7
<PAGE>
                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
                                     ITEM 2.
                                     -------
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

Results of Operations
---------------------
       Homebuilding
       ------------

         The  following  table  sets  forth,  for the  periods  indicated,  unit
activity, average sales price and revenue from home sales for the Company:

<TABLE>
<CAPTION>
                                            Quarters ended                  Six months ended
                                             November 30,                     November 30,
                                             ------------                     ------------
                                           1996          1995              1996            1995
                                           ----          ----              ----            ----
<S>                                    <C>           <C>               <C>             <C>  
Units delivered                           1,145         1,028             2,513           2,057
Average sales price                    $142,256      $131,696          $137,902        $130,447
Revenue from home sales (000's)        $162,883      $135,384          $346,547        $268,330
Percentage increase from prior year        20.3%         40.8%             29.1%           33.3%
Change due to volume                       11.4%         40.1%             22.2%           31.9%
Change due to average sales price           8.9%           .7%              6.9%            1.4%
</TABLE>

         The volume  increase in the quarter and six months  ended  November 30,
1996  compared to the same periods  during  fiscal 1996  resulted  from improved
deliveries in Denver,  South Florida and Texas and the Company's  expansion into
the Dallas,  Texas market.  The average sales price  increase in the quarter and
six months ended  November 30, 1996  compared to the same periods  during fiscal
1996  resulted  primarily  from an increase in volume in the Denver market where
the average sales price is over $206,000.

         The following  table  summarizes  information  related to the Company's
backlog at the dates indicated:

                                              November 30,
                                              ------------
                                         (Dollars in thousands)
                                         ----------------------
                                  1996                              1995
                                  ----                              ----
                            Units     Dollars            Units     Dollars
                            -----     -------            -----     -------
Phoenix                       714    $ 95,850              937    $117,972
Texas                         492      53,523              421      46,539
South Florida                 176      21,555              116      16,738
Denver                        230      44,522              130      27,284
Southern California            72      24,630               88      21,401
                            -----    --------            -----    --------
         Total backlog      1,684    $240,080            1,692    $229,934
                            =====    ========            =====    ========

Average price per unit                   $143                         $136
                                         ====                         ====

         The aggregate sales value of new contracts  signed  decreased 6% in the
six months ended November 30, 1996 to $277,005,000  representing  2,048 homes as
compared  with  $294,769,000  representing  2,256 homes for the six months ended
November 30, 1995.  Most of the decline was a result of decreased order activity
in the  Phoenix  and Austin  markets  during the first six months of fiscal 1997
compared to the same period last year.  This decline was the result of unusually
strong new orders in the prior period and not due to a significant deterioration
in either market.
                                        8
<PAGE>
         The  following  table  summarizes  information  related to cost of home
sales, selling,  general and administrative  ("SG&A") expenses and interest, net
for homebuilding:
<TABLE>
<CAPTION>
                                      Quarters ended November 30,                    Six months ended November 30,
                                      ---------------------------                    -----------------------------
                                         1996                     1995                    1996                    1995
                                         ----                     ----                    ----                    ----
                                    Dollars      %            Dollars    %          Dollars      %           Dollars     %
                                    -------      -            -------    -          -------      -           -------     -
<S>                               <C>        <C>             <C>       <C>          <C>        <C>          <C>        <C>   
Revenue from
  home sales                      $162,883   100.0%          $135,384  100.0%       $346,547   100.0%       $268,330   100.0%
Cost of home sales                 132,976    81.6            110,431   81.6         282,650    81.6         218,857    81.6
                                  --------   -----           --------  -----        --------   -----        --------   -----
Gross profit from
  home sales                        29,907    18.4             24,953   18.4          63,897    18.4          49,473    18.4
SG&A expenses                       17,084    10.5             15,072   11.1          35,724    10.3          30,028    11.2
                                  --------   -----           --------  -----        --------   -----        --------   -----
Operating income from
  homebuilding                      12,823     7.9              9,881    7.3          28,173     8.1          19,445     7.2
Interest, net                        1,361      .9              1,305    1.0           2,746      .8           2,454      .9
                                  --------   -----           --------  -----        --------   -----        --------   -----
Pre-tax profit from
  homebuilding                    $ 11,462     7.0%          $  8,576    6.3%       $ 25,427     7.3%       $ 16,991     6.3%
                                  ========   =====           ========  =====        ========   =====        ========   =====
</TABLE>

         The  increase  in total SG&A  expenses  for the  quarter and six months
ended  November 30, 1996  compared to the quarter and six months ended  November
30, 1995 was  principally due to the increased  volume which increased  variable
marketing   costs   (sales   commissions,   advertising   and  model   furniture
amortization).  Additionally,  SG&A  increased  with the  addition of the Dallas
operation  during the first quarter of fiscal 1997.  SG&A expenses for each home
delivered  were  $14,921  and  $14,661 in the second  quarter of fiscal 1997 and
1996,  respectively  and  $14,216  and $14,598 in the first six months of fiscal
1997 and 1996,  respectively.  The Company capitalizes certain SG&A expenses for
homebuilding.  Accordingly,  total SG&A costs  incurred  for  homebuilding  were
$19,996,000 and $41,321,000 for the three and six months ended November 30, 1996
compared  to  $16,861,000  and  $33,841,000  for the  corresponding  fiscal 1996
period.

         The Company  capitalizes  certain  interest costs for its  homebuilding
operations and includes such capitalized interest in cost of home sales when the
related units are delivered. Accordingly, total interest incurred by the Company
was $6,263,000 and  $12,208,000  for the three and six months ended November 30,
1996,  respectively compared to $5,447,000 and $10,762,000 for the three and six
months ended  November 30,  1995,  respectively.  For the six month period ended
November 30, 1996,  interest,  net for homebuilding was $2,746,000 compared with
$2,454,000 for the six months ended November 30, 1995.

         The Company's pre-tax profit from homebuilding for the six months ended
November 30, 1996 was $25,427,000  compared to $16,991,000 for the corresponding
six months ended November 30, 1995.  Pre-tax profit  increased in the six months
of fiscal 1997 due  primarily to increased  volume and improved  results in most
markets.
                                       9
<PAGE>
         Mortgage Banking
         ----------------

         The Company's  mortgage  banking  operations are conducted  through its
wholly-owned  subsidiary  CH Mortgage  Company  ("CHMC").  The  following  table
summarizes operating information for the Company's mortgage banking operations:

                                         Quarters ended      Six months ended
                                           November 30,        November 30,
                                           ------------        ------------
                                         1996       1995      1996       1995
                                         ----       ----      ----       ----
                                                 (Dollars in thousands)
Number of loans originated                 680        685      1,557      1,361

Loan origination fees                  $   636    $   641    $ 1,480    $ 1,286
Sale of servicing and marketing gains    1,191      1,225      2,695      2,478
Other revenue                              291         44        571        205
                                       -------    -------    -------    -------
         Total revenues                  2,118      1,910      4,746      3,969
General and administrative expenses      1,783      1,261      3,504      2,696
                                       -------    -------    -------    -------
Operating income from mortgage banking     335        649      1,242      1,273
Interest, net                             (198)       (21)      (399)        38
                                       -------    -------    -------    -------
Pre-tax profit from mortgage banking   $   533    $   670    $ 1,641    $ 1,235
                                       =======    =======    =======    =======

Revenues and general and administrative expenses from mortgage banking increased
in the six months ended  November 30, 1996  primarily as a result of an increase
in  originations  and expansion into the Denver,  Miami and Southern  California
markets.

         Consolidated operations
         -----------------------

         Net income was $17,028,000  ($2.44 per share,  $1.76 fully diluted) for
the six months ended November 30, 1996 compared to $10,539,000 ($1.52 per share,
$1.30 fully diluted) for the period ended November 30, 1995.

Liquidity and Capital Resources
-------------------------------

         The Company's financing needs depend primarily upon sales volume, asset
turnover, land acquisition and inventory balances. The Company has financed, and
expects to  continue  to  finance,  its  working  capital  needs  through  funds
generated by operations and borrowings.  Funds for future land  acquisitions and
construction  costs are  expected  to be provided  primarily  by cash flows from
operations  and  future   borrowings  as  permitted  under  the  Company's  loan
agreements.  On June 27,  1996,  the  Company  entered  into a credit  agreement
("Credit  Agreement")  with a group of banks which  provides  for a $110 million
unsecured  revolving line of credit.  Borrowings under the Credit Agreement bear
interest at LIBOR plus 1.75% or prime plus .125% at the  Company's  election and
subject to the rating on its senior debt.  Available borrowings under the Credit
Agreement  are limited to certain  percentages  of housing unit costs,  finished
lots, land under development and receivables as defined in the Credit Agreement.
As a result  of this  formula,  the  borrowing  base at  November  30,  1996 was
$110,000,000 and $41,500,000 was outstanding.  The Company believes that amounts
generated from  operations  and such  additional  borrowings  will provide funds
adequate  to finance  its  existing  homebuilding  activities  and meet its debt
service  requirements.  The Company is  currently  negotiating  to increase  the
aforementioned  credit agreement to $140 million.  Such increase will be used to
fund the  development  costs at its Rancho  Carrillo  project in San Diego.  The
Company  believes  the line will be  increased  by the end of its  third  fiscal
quarter.  In the event the group of 
                                       10
<PAGE>
banks does not increase the facility, the Company believes its current liquidity
will be sufficient to fund the improvements.

         CHMC has a warehouse line of credit for $25,000,000 which is guaranteed
by the Company.  Pursuant to the warehouse  line of credit,  the Company  issues
drafts to fund its mortgage loans. The amount represented by a draft is drawn on
the  warehouse  line of  credit  when the draft it  presented  for  payment.  At
November 30, 1996, the amount outstanding under the warehouse line of credit and
the  amount of  funding  drafts  that had not been  presented  for  payment  was
$12,169,000.  The Company believes that this line is sufficient for its mortgage
banking operations.

         On November 10, 1995,  the Company  completed  the sale of  $75,000,000
principal amount of its 6-7/8% Convertible Subordinated Notes due November 2002.
On December 5, 1995,  the Company sold an additional  $11,250,000 of such notes.
The  net  proceeds  were  used  to  redeem  the  Company's  6-7/8%   Convertible
Subordinated Notes due March 2002 and to reduce temporarily  outstanding amounts
under  certain  of the  Company's  revolving  lines  of  credit  (including  the
warehouse line of credit).  In connection with the redemption of the notes,  the
Company  recorded,  in the third quarter of fiscal 1996, an extraordinary  loss,
net of taxes,  of  approximately  $859,000 due to the  write-off of  unamortized
discount  and  debt  issuance  costs.  The  Convertible  Notes  are  immediately
convertible into shares of the Company's common stock at a rate of 42.105 shares
for each $1,000 principal amount of Convertible Notes.

         On  April  18,  1996 the  Company  completed  the sale of  $130,000,000
principal  amount of its 10%  Senior  Notes due April  2006.  The  Company  used
approximately  $107,542,000  of  the  net  proceeds  to  repurchase  $98,500,000
aggregate  principal  amount of its 12%  Senior  Notes due 1999.  The  remaining
proceeds were used to reduce  temporarily  outstanding  amounts under certain of
the Company's  revolving  lines of credit.  In connection with the repurchase of
the 12% Senior  Notes,  the Company  recorded,  in the fourth  quarter of fiscal
1996, an extraordinary  loss, net of taxes, of approximately  $6,059,000 related
primarily to a tender offer premium.

              Pursuant  to a stock  repurchase  plan  approved  by the  Board of
Directors on December 22, 1994,  the Company  repurchased  117,000 shares of its
common stock at an average price of $16.36 in November 1996.

Forward looking information; certain cautionary statements
----------------------------------------------------------

              Certain statements contained in this "Management's  Discussion and
Analysis of Financial  Condition and Results of Operations"  section are forward
looking  statements.  Such statements involve risks and uncertainties and actual
results may differ materially from those projected or implied.  Further, certain
forward  looking  statements are based on assumptions of future events which may
not prove to be accurate.  Risks and uncertainties include risks associated with
new and future communities, competition, financing availability, fluctuations in
interest rates or labor and material costs,  government  regulation,  geographic
concentration and general economic conditions.
                                       11
<PAGE>
                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES

                                     PART II
                                OTHER INFORMATION

Item 4.       Submission of matters to a vote of Security Holders
              ---------------------------------------------------

         None.

Item 6.       Exhibits and Reports on Form 8-K
              --------------------------------

         (a)    11    Statement of Computation of Earnings Per Share.

                27    Financial Data Schedule.

         (b)    Reports on Form 8-K: There were no reports on Form 8-K filed for
         the six months ended November 30, 1996.
                                       12
<PAGE>
                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES

                                   SIGNATURES
                                   ----------


Pursuant  to the  requirements  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.

                                                CONTINENTAL HOMES HOLDING CORP.


Date:  January 7, 1997                          By:  /s/Julie E. Collins
                                                     --------------------------
                                                     JULIE E. COLLINS
                                                     Financial Vice President


Date:  January 7, 1997                          By:  /s/ Donald R. Loback
                                                     --------------------------
                                                     DONALD R. LOBACK
                                                     Chief Executive Officer
                                       13