SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 August 31, 1997

                                       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                             (I.R.S. 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 practical date.

                                                           Outstanding at
     Class of Common Stock                               September 30, 1997
     ---------------------                               ------------------
        $.01 par value                                        6,857,930

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


                                    FORM 10-Q
                              FOR THE QUARTER ENDED
                                 AUGUST 31, 1997


                                TABLE OF CONTENTS


PART I.        FINANCIAL INFORMATION                                        Page

  Item 1. Financial Statements:
      Consolidated Balance Sheets as of August 31, 1997 and
        May 31, 1997..........................................................3

      Consolidated Statements of Income for the three months ended
        August 31, 1997 and 1996..............................................4

      Consolidated Statements of Cash Flows for the three months ended
        August 31, 1997 and 1996..............................................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 3. Legal Proceedings..................................................13

  Item 4. Submission of matters to a vote of Security Holders................13

  Item 6. Exhibits and Reports on Form 8-K...................................13
                                       2
<PAGE>
                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                            August 31,       May 31,
                                                                               1997           1997
                                                                               ----           ----
                                                                                  (In thousands)
<S>                                                                         <C>            <C>      
ASSETS                                                                      
Homebuilding:                                                               
      Cash and cash equivalents                                             $  22,253      $  23,759
      Receivables                                                              16,157         27,894
      Homes, lots and improvements in production                              413,133        392,540
      Property and equipment, net                                               3,961          3,656
      Prepaid expenses and other assets                                        21,437         20,868
      Excess of cost over related net assets acquired                           9,235          9,565
      Deferred income tax asset                                                 3,342          2,471
                                                                            ---------      ---------
                                                                              489,518        480,753
                                                                            ---------      ---------
Mortgage banking:                                                           
      Mortgage loans held for sale                                             35,356         27,229
      Other assets                                                                644            274
                                                                            ---------      ---------
                                                                               36,000         27,503
                                                                            ---------      ---------
      Total assets                                                          $ 525,518      $ 508,256
                                                                            =========      =========
                                                                            
LIABILITIES AND STOCKHOLDERS' EQUITY                                        
Homebuilding:                                                               
      Accounts payable and other liabilities                                $  63,206      $  62,163
      Notes payable, senior and convertible subordinated debt                 279,630        270,763
                                                                            ---------      ---------
                                                                              342,836        332,926
                                                                            ---------      ---------
Mortgage banking:                                                           
       Notes payable                                                           16,049         15,662
       Other liabilities                                                          654            560
                                                                            ---------      ---------
                                                                               16,703         16,222
                                                                            ---------      ---------
       Total liabilities                                                      359,539        349,148
                                                                            ---------      ---------
                                                                            
Minority Interest                                                               3,875          4,209
                                                                            ---------      ---------
                                                                            
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 - 224,220 and 228,320 shares                    (2,940)        (2,973)
       Capital in excess of par value                                          60,896         60,878
       Retained earnings                                                      104,077         96,923
                                                                            ---------      ---------
       Total stockholders' equity                                             162,104        154,899
                                                                            ---------      ---------
       Total liabilities and stockholders' equity                           $ 525,518      $ 508,256
                                                                            =========      =========
</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
                                                                                     August 31,
                                                                                     ----------
                                                                               1997             1996
                                                                               ----             ----
<S>                                                                       <C>              <C>        
REVENUES                                                                  
     Home sales                                                           $   185,437      $   183,664
     Land sales                                                                 1,970              481
     Mortgage banking and title operations                                      3,357            3,266
     Other income, net                                                           (424)             125
                                                                          -----------      -----------
         Total revenues                                                       190,340          187,536
                                                                          -----------      -----------
                                                                          
COSTS AND EXPENSES                                                        
Homebuilding:                                                             
     Cost of home sales                                                       153,410          149,674
     Cost of land sales                                                         2,001              496
     Selling, general and administrative expenses                              19,072           18,640
     Interest, net                                                                731            1,385
     Minority interest                                                           (334)            (110)
Mortgage banking and title operations:                                    
     Selling, general and administrative expenses                               2,448            2,056
     Interest, net                                                               (210)            (201)
                                                                          -----------      -----------
                                                                          
         Total costs and expenses                                             177,118          171,940
                                                                          -----------      -----------
                                                                          
Income before income taxes and extraordinary loss                              13,222           15,596
Income taxes                                                                    5,403            6,360
                                                                          -----------      -----------
                                                                          
Income from operations                                                          7,819            9,236
                                                                          
Extraordinary loss:                                                       
     Loss on extinquishment of debt; net of                               
     income taxes of $233                                                        (322)            --
                                                                          -----------      -----------
Net Income                                                                $     7,497      $     9,236
                                                                          ===========      ===========
Earnings per common share:                                                
     Income from operations                                               $      1.14      $      1.32
     Net Income                                                                  1.09             1.32
Earnings per common share assuming full dilution:                         
     Income from operations                                               $       .82      $       .95
     Net Income                                                                   .79              .95
                                                                          
Cash dividend per share                                                   $       .05      $       .05
                                                                          
Weighted average number of shares outstanding                               6,853,626        7,003,206
                                                                          ===========      ===========
</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>
                                                                                 Three months ended
                                                                                     August 31,
                                                                                     ----------
                                                                                 1997          1996
                                                                                 ----          ----
                                                                                   (In thousands)
<S>                                                                           <C>           <C>     
Cash flows from operating activities:                                         
     Net income                                                               $  7,497      $  9,236
         Adjustments to reconcile net income to net                           
         cash provided (used) by operating activities:                        
              Depreciation and amortization                                        828           812
              Minority interest                                                   (334)         (111)
              Increase (decrease) in deferred income taxes                        (871)         (312)
Decrease (increase) in assets:                                                
     Homes, lots and improvements in production                                (20,593)      (18,842)
     Receivables                                                                 3,610         2,824
     Prepaid expenses and other assets                                          (1,126)       (4,353)
Increase in liabilities:                                                      
     Accounts payable and other liabilities                                      1,137         8,118
                                                                              --------      --------
Net cash provided (used) by operating activities                                (9,852)       (2,628)
                                                                              --------      --------
                                                                              
Cash flows from investing activities:                                         
     Net additions of property and equipment                                      (578)         (421)
     Cash paid for acquisitions, net of cash acquired                             --          (1,205)
                                                                              --------      --------
     Net cash used by investing activities                                        (578)       (1,626)
                                                                              --------      --------
                                                                              
Cash flows from financing activities:                                         
     Increase (decrease) in notes payable                                     
       to financial institutions                                                20,773         3,948
     Retirement of 12% Senior Notes                                            (11,557)         --
     Retirement of bonds payable                                                  --            (168)
     Stock options exercised                                                        51           142
     Dividends paid                                                               (343)         (347)
                                                                              --------      --------
     Net cash provided by financing activities                                   8,924         3,575
                                                                              --------      --------
     Net increase (decrease) in cash                                            (1,506)         (679)
     Cash at beginning of period                                                23,759        25,236
                                                                              --------      --------
     Cash at end of period                                                    $ 22,253      $ 24,557
                                                                              ========      ========
                                                                              
Supplemental disclosures of cash flow information:                            
     Cash paid during the period for:                                         
         Interest, net of amounts capitalized                                 $  1,476      $  1,643
         Income taxes                                                              -0-           300
</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,  1997,  filed  with  the
              Securities and Exchange Commission.

              The results of  operations  for the three  months ended August 31,
              1997 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
              $5,624,000 and $4,479,000 and expensed as a component of cost home
              sales  $4,306,000  and $4,500,000 in the three months ended August
              31, 1997 and 1996, respectively.

Note 3.       Notes Payable, Senior and Convertible Subordinated Debt

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

                                                   August 31,     May 31,
                                                      1997         1997
                                                      ----         ----
                                                        (In thousands)
Notes payable                                       $ 44,933     $ 24,547
10% Senior notes, due 2006, net of                 
  discount of $1,553 and $1,599                      148,447      148,401
12% Senior notes, due 1999, net of                 
  premium of $65                                        --         11,565
6-7/8% convertible subordinated notes,             
  due 2002                                            86,250       86,250
                                                    --------     --------
                                                    $279,630     $270,763
                                                    ========     ========
                                       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
                                                           August 31,
                                                           ----------
                                                        1997         1996
                                                        ----         ----
                                                          (In thousands)
Interest expense, homebuilding                        $ 1,223      $ 1,466
Interest income, homebuilding                            (492)         (81)
                                                      -------      -------
                                                      $   731      $ 1,385
                                                      =======      =======

Interest expense, mortgage banking                    $   253      $   177
Interest income, mortgage banking                        (463)        (378)
                                                      -------      -------
                                                      $  (210)     $  (201)
                                                      =======      =======

Note 5.       Statement of Financial Accounting Standards

              In March 1997,  the Financial  Accounting  Standards  Board issued
Statement of Financial  Accounting  Standards  No. 128 (SFAS 128),  Earnings Per
Share,  which  supersedes  Accounting  Principal  Board Opinion 15, the existing
authoritative  guidance. SFAS 128 is effective for financial statements for both
interim  and  annual  periods  ending  after  December  15,  1997  and  requires
restatement of all prior-period EPS data presented.  The new statement  modifies
the  calculations  of primary and fully diluted EPS and replaces them with basic
and diluted EPS. The Company has  determined  that adoption of SFAS 128 will not
have a material impact on its previous or current reported EPS data.
                                       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:

                                                            Quarters ended
                                                              August 31,
                                                              ----------
                                                         1997            1996
                                                         ----            ----
Units delivered                                           1,380           1,368
Average sales price                                    $134,400      $  134,300
Revenue from home sales (000's)                        $185,437      $  183,664
Percentage increase from prior year                          .1%           38.1%
Change due to volume                                         .1%           32.9%
Change due to average sales price                             0%            5.2%
                                                   
         The following  table  summarizes  information  related to the Company's
backlog at the dates indicated:

                                                    August 31,
                                                    ----------
                                          1997                     1996
                                          ----                     ----
                                   Units       Dollars       Units       Dollars
                                   -----       -------       -----       -------
                                               (Dollars in thousands)
Arizona                               959     $122,269          789     $104,450
Texas                                 665       74,631          518       58,117
Florida                               231       31,304          196       24,460
Colorado                              164       31,464          275       53,974
California                            100       27,789           79       28,279
                                 --------     --------     --------     --------
         Total backlog              2,119     $287,457        1,857     $269,280
                                 ========     ========     ========     ========

Average price per unit                            $136                      $145
                                                  ====                      ====

         The  increase in backlog at August 31,  1997  resulted  from  increased
sales in all of our markets  during the first quarter of fiscal 1998 compared to
the first  quarter last year.  The decrease in backlog in the Denver  market was
due to a 61% increase in deliveries  during the six months ended August 31, 1997
compared  to the same  period  a year  ago.  The  aggregate  sales  value of new
contracts  signed  increased  39% in the three  months  ended  August  31,  1997
compared to the first  quarter  last year.  The Company  recorded  1,484 net new
orders with an aggregate sales value of approximately $199,209,000 for the first
three  months  ended  August 31,  1997  compared to 1,076 net new orders with an
aggregate sales value of approximately  $143,661,000 during the first quarter of
last year.
                                       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:

                                                Quarters ended August 31,
                                                -------------------------
                                              1997                    1996
                                              ----                    ----
                                        Dollars     %         Dollars       %
                                        -------     -         -------       -
                                                 (Dollars in thousands)
Revenue from home sales                $185,437     100.0%   $183,664     100.0%
Cost of home sales                      153,410      82.7     149,674      81.5
                                       --------   -------    --------   -------
Gross profit from home sales             32,027      17.3      33,990      18.5
SG&A expenses                            19,072      10.3      18,640      10.1
                                       --------   -------    --------   -------
Operating income from homebuilding       12,955       7.0      15,350       8.4
Interest, net                               731        .4       1,385        .8
                                       --------   -------    --------   -------
Pre-tax profit from homebuilding       $ 12,224       6.6%   $ 13,965       7.6%
                                       ========   =======    ========   =======

         Gross  profit from home sales was 17.3% in the first  quarter of fiscal
1998  compared to 18.5% in the first  quarter of fiscal  1997.  The  decrease in
gross  profit  margin was  primarily  due to a decline in margins in the Austin,
Texas  market  where the Company  has used sales  incentives  and lowered  sales
prices due to increased competition in this market.

         The increase in total SG&A  expenses  for the quarter  ended August 31,
1997  compared to the quarter  ended August 31, 1996 was  principally  due to an
increase in model furniture amortization, customer service expense and plans and
blueprint costs.  SG&A expenses for each home delivered  increased to $13,820 in
the first  quarter of fiscal 1998  compared  to $13,626 in the first  quarter of
last year.  The Company  capitalizes  certain SG&A  expenses  for  homebuilding.
Accordingly, total SG&A costs incurred for homebuilding were $22,140,000 for the
three months ended August 31, 1997 compared to $21,325,000 for the corresponding
fiscal 1997 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 $6,847,000 for the three months ended August 31, 1997 compared to $5,945,000
for the three months ended August 31, 1996.  Interest,  net for homebuilding was
$731,000  and  $1,385,000  for the three  months ended August 31, 1997 and 1996,
respectively.  The  increase in interest  incurred  during the first  quarter of
fiscal  1998 was  primarily  due to an  increase  in debt as a result of the 11%
increase in inventory  from August 31, 1996 to August 31, 1997.  The decrease in
interest,  net during the first  quarter of fiscal  1998  compared  to the first
quarter  last year was due to the  capitalization  of interest on the  Company's
Carlsbad, California project which began development in October 1996, as well as
additional interest income.

         The Company's  pre-tax  profit from  homebuilding  for the three months
ended  August  31,  1997  was  $12,224,000   compared  to  $13,965,000  for  the
corresponding  quarter ended August 31, 1996.  Pre-tax  profit  decreased in the
first  quarter  of fiscal  1998  primarily  due to lower  margins  in the Austin
market.
                                       9
<PAGE>
Mortgage Banking and Title Operations
-------------------------------------

         The Company's  mortgage  banking  operations are conducted  through its
wholly-owned  subsidiary CH Mortgage Company ("CHMC"). The Company also conducts
title operations in Austin,  Texas through its wholly-owned  subsidiary,  Travis
County Title Company. The following table summarizes  operating  information for
the Company's mortgage banking and title operations:

                                                           Quarters ended
                                                             August 31,
                                                             ----------
                                                       1997             1996
                                                       ----             ----
                                                      (Dollars in thousands)
Number of loans originated                              972              877
                                                                     
Loan origination fees                                $  985           $  844
Sale of servicing rights and marketing gains          1,339            1,474
Title policy premiums, net                              501              516
Other revenues                                          532              432
                                                     ------           ------
         Total revenues                               3,357            3,266
General and administrative expenses                   2,448            2,056
                                                     ------           ------
Operating income from mortgage banking and title        909            1,210
Interest, net                                           210              201
                                                     ------           ------
Pre-tax profit from mortgage banking and title       $1,119           $1,411
                                                     ======           ======
                                                                 
         Revenues and general and administrative  expenses from mortgage banking
and title operations increased in the quarter ended August 31, 1997 primarily as
a result of an increase in  originations  and expansion  into the Denver,  South
Florida and Southern California markets.

Consolidated Operations
-----------------------

         As a result of the  aforementioned  items,  net income  was  $7,497,000
($1.09 per share, $.79 fully diluted) for the three months ended August 31, 1997
compared to  $9,236,000  ($1.32 per share,  $.95 fully  diluted)  for the period
ended August 31, 1996. Net income for the quarter ended August 31, 1997 included
a net extraordinary loss of $322,000 due to the early extinguishment of debt.
                                       10
<PAGE>
Liquidity and Capital Resources
-------------------------------

         The Company's financing needs depend primarily upon sales volume, asset
turnover,  land acquisitions 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.  The Company has a $140 million unsecured  revolving credit facility
("Credit Agreement") with four banks. 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  August  31,  1997  was
$128,098,000 and $32,500,000 was outstanding.  The Company believes that amounts
generated from  operations  and such  additional  borrowings  will provide funds
adequate  to  finance  its  homebuilding  activities  and meet its debt  service
requirements.  The  Company  does not have any current  commitments  for capital
expenditures.

         In order to provide funds for the origination of mortgage  loans,  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 is presented for payment.  At August 31,
1997, the amount  outstanding  under the warehouse line of credit and the amount
of funding drafts that had not been presented for payment was  $16,049,000.  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).  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. On January 30, 1997, the Company issued
an  additional  $20,000,000  principal  amount of its 10% Senior Notes due April
2006. The net proceeds were used to reduce temporarily outstanding amounts under
the Company's  revolving line of credit.  On August 1, 1997 the Company redeemed
the remaining  $11,500,000  principal amount outstanding of its 12% Senior Notes
due August 1999, at a redemption price of 104%.
                                       11
<PAGE>
         Pursuant to a stock  repurchase plan approved by the Board of Directors
on December 22, 1994, the Company repurchased 162,000 shares of its common stock
during fiscal 1997 at an average price of $16.22.

Cautionary disclosure regarding forward-looking statements
----------------------------------------------------------

         The Company  desires to take advantage of the "safe harbor"  provisions
of the Private  Securities  Litigation  Reform Act of 1995 and is including this
disclosure  in order to do so.  Certain  statements  in this report that are not
historical  facts are, or may be considered to be,  forward-looking  statements.
Given the risks,  uncertainties and contingencies of the Company's business, the
actual  results may differ  materially  from those  expressed or implied by such
forward-looking  statements.  Further,  certain  forward-looking  statements are
based  on  assumptions  concerning  future  events  which  may not  prove  to be
accurate.

         Forward-looking   statements  by  the  Company   regarding  results  of
operations and, ultimately,  financial condition,  are subject to numerous risks
and  assumptions,  including  but not  limited to,  changes in general  economic
conditions, fluctuations in interest rates or labor and material costs, consumer
confidence,   competition,   government  regulations,   financing  availability,
geographic concentration and risks associated with new and future communities.
                                       12
<PAGE>
                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES

                                     PART II
                                OTHER INFORMATION

Item 3.       Legal Proceedings
              -----------------

         The Company is not involved in any legal  proceedings which it believes
would have a material effect on its financial position or operating results.

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

         At the Company's Annual Meeting of Stockholders held on August 28, 1997
the stockholders elected the following persons to the Board of Directors:

                  Nominee                         For                Withheld
                  -------                         ---                --------
              Donald R. Loback                 6,083,384             466,065
              W. Thomas Hickcox                6,083,384             466,065
              Robert B. Ryan                   6,076,193             473,256
              Timothy C. Westfall              6,076,293             473,156
              Peter D. O'Connor                6,081,893             467,556
              Jo Ann Rudd                      6,082,993             466,456
              William Steinberg                6,081,293             468,156
              Bradley S. Anderson              6,081,293             468,156
                                        
         The proposed amendment to the Company's 1988 Amended and Restated Stock
Incentive Plan was approved.  Of 5,720,686  total shares voted,  5,102,305 voted
for the  proposal,  607,420 voted  against the  proposal,  10,961  abstained and
828,763 were broker non-votes.

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 three months ended August 31, 1997.
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                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:  October 1, 1997                              By:  /s/ Julie E. Collins
                                                         -----------------------
                                                         JULIE E. COLLINS
                                                         Chief Financial Officer


Date:  October 1,1997                               By:  /s/ Donald R. Loback
                                                         -----------------------
                                                         DONALD R. LOBACK
                                                         Chief Executive Officer
                                       14