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 November 30, 1995

                                       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 practicable date.

                                                             Outstanding at
         Class of Common Stock                             December 29, 1995
         ---------------------                             -----------------
            $.01 per value                                     6,958,910

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

<PAGE>



                         CONTINENTAL HOMES HOLDING CORP.


                                    FORM 10-Q
                              FOR THE QUARTER ENDED
                                NOVEMBER 30, 1995


                                TABLE OF CONTENTS




PART I.  FINANCIAL INFORMATION                                              Page

  Item 1.   Financial Statements:

            Consolidated Balance Sheets as of November 30, 1995
              and May 31, 1995.................................................3

            Consolidated Statements of Income for the three and
              six months ended November 30, 1995 and 1994......................4

            Consolidated Statements of Cash Flows for the six
              months ended November 30, 1995 and 1994..........................5

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

  Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations..............................9

PART II.    OTHER INFORMATION

  Item 6.   Exhibits and Reports on Form 8-K..................................14




                                        2

<PAGE>



                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                                       November 30,     May 31,
                                                           1995           1995
                                                       ------------     -------
ASSETS                                                       (In thousands)
Homebuilding:
      Cash and cash equivalents                         $  18,745     $  12,848
      Receivables                                           8,674        10,108
      Homes, lots and improvements in production          309,735       291,331
      Property and equipment, net                           2,472         2,456
      Prepaid expenses and other assets                    23,533        20,516
      Excess of cost over related net
        assets acquired                                    12,382        13,400
                                                        ---------     ---------
                                                          375,541       350,659
                                                        ---------     ---------
Mortgage banking:
      Mortgage loans held for sale                         17,756        17,593
      Mortgage loans held for long-term
        investment, net                                    17,066        17,783
      Other assets                                            931           798
                                                        ---------     ---------
                                                           35,753        36,174
                                                        ---------     ---------
      Total assets                                      $ 411,294     $ 386,833
                                                        =========     =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Homebuilding:
      Accounts payable and other liabilities            $  47,019     $  39,405
      Notes payable, senior and convertible debt          216,267       198,814
      Deferred income taxes                                 2,742         2,048
                                                        ---------     ---------
                                                          266,028       240,267
                                                        ---------     ---------
Mortgage banking:
      Notes payable                                         6,379        16,072
      Bonds payable                                        17,217        17,939
      Other                                                 1,114         2,076
                                                        ---------     ---------
                                                           24,710        36,087
                                                        ---------     ---------
      Total liabilities                                   290,738       276,354
                                                        ---------     ---------

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 - 130,685 and
        156,130 shares                                       (361)         (591)
      Capital in excess of par value                       59,610        59,610
      Retained earnings                                    61,236        51,389
                                                        ---------     ---------

      Total stockholders' equity                          120,556       110,479
                                                        ---------     ---------
      Total liabilities and stockholders'
        equity                                          $ 411,294     $ 386,833
                                                        =========     =========

The accompanying notes to consolidated financial statements are an integral part
of these unaudited consolidated balance sheets.




                                        3

<PAGE>


<TABLE>

                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                      (In thousands, except per share data)
<CAPTION>

                                            Three months ended              Six months ended
                                               November 30,                   November 30,
                                            ------------------              ----------------
                                              1995           1994           1995          1994
                                              ----             ----         ----          ----
REVENUES
<S>                                     <C>            <C>            <C>           <C>   
      Home sales                         $   135,384    $    96,170    $   268,330   $   201,270
      Land sales                                 506           --           11,267          --
      Mortgage banking and
        title operations                       2,481          1,617          4,946         3,483
      Other income (loss), net                    (6)           155            106           232
                                         -----------    -----------    -----------   -----------

        Total revenues                       138,365         97,942        284,649       204,985
                                         -----------    -----------    -----------   -----------

COSTS AND EXPENSES

Homebuilding:
      Cost of home sales                     110,431         79,027        218,857       164,644
      Cost of land sales                         498             75         11,329           150
      Selling, general and
        administrative expenses               15,072         10,687         30,028        21,805
      Interest, net                            1,305          1,308          2,454         2,246
Mortgage banking and title operations:
      Selling, general and
        administrative expenses                1,652          1,302          3,255         2,741
      Interest, net                              (21)          (116)            34          (289)
                                         -----------    -----------    -----------   -----------

        Total costs and expenses             128,937         92,283        265,957       191,297
                                         -----------    -----------    -----------   -----------

Income before income taxes                     9,428          5,659         18,692        13,688
Income taxes                                   4,113          2,567          8,153         6,080
                                         -----------    -----------    -----------   -----------

Net income                               $     5,315    $     3,092    $    10,539   $     7,608
                                         ===========    ===========    ===========   ===========

Earnings per common share                $       .77    $       .44    $      1.52   $      1.09

Earnings per common share
  assuming full dilution                 $       .64    $       .41    $      1.30   $       .99

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

Weighted average number of
  shares outstanding                       6,946,666      6,963,341      6,937,117     6,963,054
                                         ===========    ===========    ===========   ===========


The accompanying notes to consolidated financial statements are an integral part
of these unaudited consolidated statements.

</TABLE>



                                        4

<PAGE>




                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                             Six months ended
                                                                November 30,
                                                             -----------------
                                                             1995        1994
                                                             ----        ----
                                                              (In thousands)
Cash flows from operating activities:
      Net income                                          $ 10,539    $  7,608
        Adjustments to reconcile net income to net
        cash provided by operating activities:
          Depreciation and amortization                      1,649       1,325
          Increase (decrease) in deferred income taxes         694        (637)
      Decrease (increase) in assets
        Homes, lots and improvements in production         (18,404)    (45,590)
        Receivables                                          2,066      10,512
        Prepaid expenses and other assets                     (894)     (6,544)
      Increase (decrease) in liabilities
        Accounts payable and other liabilities               6,652      (2,006)
                                                          --------    --------
      Net cash provided (used) by operating activities       2,302     (35,332)
                                                          --------    --------

Cash flows from investing activities:
      Net additions of property and equipment                 (371)       (310)
      Cash paid for Heftler Realty Co.,
        net of cash acquired                                    --     (15,498)
                                                          --------    --------
      Net cash used by investing activities                   (371)    (15,808)
                                                          --------    --------

Cash flows from financing activities:
      Increase (decrease) in notes payable to financial
        institutions                                       (34,008)     38,296
      Retirement of bonds payable                             (789)     (2,315)
      Retirement of Convertible Subordinated Notes         (33,250)         --
      Issuance of Convertible Subordinated Notes            72,475          --
      Stock options exercised                                  230          46
      Dividends paid                                          (692)       (701)
                                                          --------    --------
      Net cash provided by financing activities              3,966      35,326
                                                          --------    --------
      Net increase (decrease) in cash                        5,897     (15,814)
      Cash at beginning of period                           12,848      28,809
                                                          --------    --------
      Cash at end of period                               $ 18,745    $ 12,995
                                                          ========    ========

Supplemental  disclosures of cash flow information:
   Cash paid during the period for:
        Interest, net of amounts capitalized              $  4,029    $  3,502
        Income taxes                                      $  6,495    $  7,218


Supplemental schedule of non-cash investing and financing activities:

On November 18, 1994, the Company acquired Heftler Realty Co. As a result of the
acquisition,  the Company recorded  additional assets of $51,116,000  (primarily
homes,  lots and  improvements  in  production)  and  liabilities of $22,616,000
(primarily notes payable to financial institutions).

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  ("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, 1995, filed with the Securities and Exchange Commission.

          The results of operations  for the three and six months ended November
          30, 1995 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 $8,101,000  and $6,211,000
          and  expensed  as a  component  of cost of goods sold  $7,594,000  and
          $4,806,000  in the six  months  ended  November  30,  1995  and  1994,
          respectively.


                                        6

<PAGE>

                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

Note 3.           Notes Payable, Senior and Convertible Subordinated Debt

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

                                                       November 30,      May 31,
                                                          1995            1995
                                                       ------------      -------
                                                             (In thousands)
12% senior notes, due 1999, net of
  premium of $1,267 and $1,430                         $ 111,267       $ 111,430
6-7/8% convertible subordinated notes,
  due 2002, net of discount of $-0-
  and $2,705                                                  (1)         32,655
6-7/8% convertible subordinated notes,
  due 2002                                                75,000              --
Notes payable                                             30,000          54,729
                                                       ---------       ---------
                                                       $ 216,267       $ 198,814
                                                       =========       =========
-----------------
(1) On  November  30,  1995 the  Company  deposited  funds  with the  trustee in
satisfaction of the 6-7/8% convertible  subordinated  notes, due 2002. The notes
were  redeemed on December 11, 1995. In  connection  with the  redemption of the
notes,  the  Company  will  record,  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.

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,
                                    -------------------      -----------------
                                      1995        1994        1995        1994
                                      ----        ----        ----        ----
                                                   (In thousands)
Interest expense,
  homebuilding .................    $ 1,427     $ 1,367     $ 2,661     $ 2,454
Interest income,
  homebuilding .................       (122)        (59)       (207)       (208)
                                    -------     -------     -------     -------
                                    $ 1,305     $ 1,308     $ 2,454     $ 2,246
                                    =======     =======     =======     =======
Interest expense, mortgage
  banking ......................    $   644     $   532     $ 1,368     $ 1,048
Interest income, mortgage
  banking ......................       (665)       (648)     (1,334)     (1,337)
                                    -------     -------     -------     -------
                                    $   (21)    $  (116)    $    34     $  (289)
                                    =======     =======     =======     =======

Note 5.           Acquisition of Heftler Realty Co. (the "Acquisition")

         On November 18, 1994, the Company  completed the acquisition of 100% of
the  Common  Stock  of  Heftler  Realty  Co.  ("Heftler"),   a  Miami,   Florida
homebuilder, for $29.2 million in cash. The acquisition was accounted for by the
purchase method with the

                                        7

<PAGE>



results of operations of Heftler included beginning November 1, 1994. The excess
of cost over related net assets acquired is being amortized over ten years using
the straight-line method.

         The following  unaudited pro forma combined  financial data give effect
to the Aquisition as if it had occurred on the first day of the period. This pro
forma  information  has been  prepared  utilizing  the  historical  consolidated
financial statements of the Company and Heftler. The pro forma financial data is
provided for comparative  purposes only and does not purport to be indicative of
the results which would have been obtained if the  Acquisition had been effected
during the period presented. The pro forma financial information is based on the
purchase method of accounting for the  Acquisition  and reflects  adjustments to
record the profit of acquired  inventories,  amortize the excess  purchase price
over the underlying value of net assets acquired, record the additional interest
on  acquisition  indebtedness  assumed and adjust income taxes for the pro forma
adjustments.

                                                             Six months ended
                                                             November 30, 1994
                                                             -----------------
                                                              (In thousands,
                                                          except per share data)
Total revenues                                                   $219,263
Net income                                                          7,283
Earnings per common share                                            1.05
Earnings per common share
  assuming full dilution                                              .95


                                        8

<PAGE>



                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES
                                     ITEM 2.
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
                               FINANCIAL CONDITION

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               Six months ended
                                   November 30,                   November 30,
                                 ---------------               ----------------
                              1995             1994        1995           1994
                              ----             ----        ----           ----
Units delivered                1,028           734          2,057         1,560
Average sales price       $  131,696    $  131,022     $  130,447    $  129,019
Revenue from homes
  sales (000's)           $  135,384    $   96,170     $  268,330    $  201,270
Percentage increase
  from prior year               40.8%          9.7%          33.3%         22.3%
Change due to volume            40.1%          (.5)%         31.9%         10.7%
Change due to average
  sales price                     .7%         10.2%           1.4%         11.6%

         The volume  increase in the quarter and six months  ended  November 30,
1995  compared to the same periods  during  fiscal 1995  resulted  from improved
sales in each  market  during  the fourth  quarter of fiscal  1995 and the first
quarter of fiscal 1996. The Company  believes that relatively low interest rates
and the  economic  strength  in certain of its markets  contributed  to improved
sales.

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

                                                    November 30,
                                     -------------------------------------------
                                               (Dollars in thousands)
                                            1995                     1994
                                            ----                     ----
                                       Units     Dollars        Units    Dollars
Phoenix                                  937    $117,972         617    $ 80,021
Texas                                    421      46,539         278      30,157
South Florida                            116      16,738         109      14,991
Denver                                   130      27,284          91      16,644
Southern California                       88      21,401          50      14,096
                                    --------    --------    --------    --------
         Total backlog                 1,692    $229,934       1,145    $155,909
                                    ========    ========    ========    ========

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

         The increase in backlog at November  30, 1995  resulted  from  improved
sales in each  individual  market during the six months ended November 30, 1995.
The  aggregate  sales value of new  contracts  signed  increased  56% in the six
months ended November 30, 1995 as a result of the aforementioned  improved sales
to $294,769,000 representing 2,256 homes (including $14,317,000 in South Florida
representing 103 homes) as compared with $188,771,000  representing  1,437 homes
(including  $1,133,000 in South Florida representing 7 homes) for the six months
ended  November 30, 1994.  Sales in South Florida were included from November 1,
1994.

                                        9

<PAGE>

<TABLE>


         The  following  table  summarizes  information  related to cost of home
sales, selling,  general and administrative  ("SG&A") expenses and interest, net
for homebuilding:

<CAPTION>

                                  Quarters ended November 30,               Six months ended November 30,
                                  ---------------------------               -----------------------------
                                        1995               1994                  1995                1994
                                        ----               ----                  ----                ----
                                 Dollars      %       Dollars     %       Dollars      %       Dollars      %
                                 -------    ----      -------   ----      -------    ----      -------    ----
                                                                                 (Dollars in thousands)
<S>                             <C>        <C>      <C>        <C>       <C>         <C>       <C>        <C>  

Revenue from home sales         $135,384   100.0%   $ 96,170   100.0%    $268,330    100.0%    $201,270   100.0%
Cost of home sales               110,431    81.6      79,027    82.2      218,857     81.6      164,644    81.8
                                --------   -----    --------   -----     --------    -----     --------   -----
Gross profit from home
  sales                           24,953    18.4      17,143    17.8       49,473     18.4       36,626    18.2
SG&A expenses                     15,072    11.1      10,687    11.1       30,028     11.2       21,805    10.8
                                --------   -----    --------   -----     --------    -----     --------   -----
Operating income
  from homebuilding                9,881     7.3       6,456     6.7       19,445      7.2       14,821     7.4
Interest, net                      1,305     1.0       1,308     1.4        2,454       .9        2,246     1.1
                                --------   -----    --------   -----     --------    -----     --------   -----
Pre-tax profit
  from homebuilding             $  8,576     6.3%   $  5,148     5.3%    $ 16,991      6.3%    $ 12,575     6.3%
                                ========   =====    ========   =====     ========    =====     ========   =====
</TABLE>

         Gross  profit  from homes  sales was 18.4% for the three  months  ended
November 30, 1995  compared to 17.8% for the  corresponding  fiscal 1995 period.
Gross  profit from home sales was 18.4% for the six months  ended  November  30,
1995 compared to 18.2% for the six months ended November 30, 1994. In connection
with the  acquisitions  in Texas and South  Florida,  the Company  capitalized a
portion of the purchase  price and includes such  capitalized  purchase price in
the  cost of  homes  sales  when  the  related  units  are  delivered  (purchase
accounting  adjustments).  Gross profits from home sales,  exclusive of purchase
accounting adjustments were 18.5% and 18.5% for the quarter and six months ended
November 30, 1995, respectively, compared to 18.4% and 18.7% for the quarter and
six months ended November 30, 1994, respectively.

         The increase in total SG&A expense for the quarter and six months ended
November 30, 1995 compared to the quarter and six months ended November 30, 1994
was due to the  addition  of the South  Florida  operations  during  the  second
quarter of fiscal 1995. The first six months of fiscal 1996 included  $1,485,000
of SG&A expenses from South Florida  compared with $362,000 during the first six
months of fiscal 1995.  Additionally,  the Company  experienced  higher variable
marketing   costs   (sales   commissions,   advertising   and  model   furniture
amortization)  due to the  increase  in the  number of homes  delivered,  higher
salaries,  and  higher  customer  service  costs.  SG&A  expenses  for each home
delivered  were  $14,661  and  $14,560 in the second  quarter of fiscal 1996 and
1995,  respectively  and  $14,598  and $13,978 in the first six months of fiscal
1996 and 1995,  respectively.  The Company capitalizes certain SG&A expenses for
homebuilding.  Accordingly,  total SG&A costs  incurred  for  homebuilding  were
$16,861,000 and $33,841,000 for the three and six months ended November 30, 1995
compared  to  $12,057,000  and  $24,717,000  for the  corresponding  fiscal 1995
period.


                                       10

<PAGE>



         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 $5,447,000 and  $10,762,000  for the three and six months ended November 30,
1995  respectively  compared to $4,356,000  and $8,665,000 for the three and six
months ended November 30, 1994, respectively. Interest, net for homebuilding was
$1,305,000 and $1,308,000 for the three months ended November 30, 1995 and 1994,
respectively.  For the six month period ended November 30, 1995,  interest,  net
for  homebuilding  was  $2,454,000  compared with  $2,246,000 for the six months
ended November 30, 1994.  The increase in interest  incurred for the quarter and
the six months  ended  November  30, 1995  compared  to the same  periods of the
previous year,  was due to higher debt levels which resulted  primarily from the
Heftler acquisition.

         The Company's pre-tax profit from homebuilding for the six months ended
November 30, 1995 was $16,991,000  compared to $12,575,000 for the corresponding
period ended November 30, 1994. Pre-tax profit increased in the first six months
of  fiscal  1996  due  primarily  to  improved  results  in Texas  and  Southern
California  partially  offset by a decline in Phoenix  results and the  negative
impact from the inclusion of South Florida results. South Florida's pre-tax loss
was caused by weather  related  delays in the opening of a new  subdivision  and
delays in the  municipalities  issuing  permits.  These delays resulted in fewer
deliveries from South Florida through October 1995.

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,
                                         --------------       ----------------
                                        1995       1994        1995        1994
                                        ----       ----        ----        ----
                                                (Dollars in thousands)
Number of loans originated               685         468       1,361      1,016

Loan origination fees                $   641     $   448     $ 1,286    $   965
Sale of servicing and
   marketing gains                     1,225         645       2,478      1,445
Other revenue                             44         156         205        319
                                     -------     -------     -------    -------
   Total revenues                      1,910       1,249       3,969      2,729
General and administrative
  expenses                             1,261       1,090       2,696      2,291
                                     -------     -------     -------    -------
Operating income from
  mortgage banking                       649         159       1,273        438
Interest, net                            (21)       (116)         38       (289)
                                     -------     -------     -------    -------
Pre-Tax profit from
    mortgage banking                 $   670     $   275     $ 1,235    $   727
                                     =======     =======     =======    =======


                                       11

<PAGE>



Revenues and general and administrative expenses from mortgage banking increased
in the quarter and six months ended  November 30, 1995  primarily as a result of
an increase in the  percentage  of Phoenix and Texas  homebuyers  utilizing  the
Company's mortgage banking operations.  Additionally,  revenues increased due to
higher servicing release premiums received on the sale of servicing. The Company
sold approximately $47,705,000 in servicing rights from the servicing portfolio,
which amount represents the majority of the portfolio, in January 1996.

  Consolidated Operations

         Net income was $10,539,000  ($1.52 per share,  $1.30 fully diluted) for
the six months ended November 30, 1995 compared to $7,608,000  ($1.09 per share,
$.99 fully diluted) for the period ended November 30, 1994.

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 12%  Senior  Note
Indenture.  At November 30, 1995, the Company had unsecured lines of credit from
two lenders for aggregate borrowings  (excluding mortgage warehouse lines) of up
to $20,000,000,  guaranteed a $10,000,000  secured line of credit for one of its
subsidiaries  and,  subject to  available  collateral,  a  $5,000,000  revolving
purchase  money line.  Additionally,  the Company  assumed $55 million of credit
facilities ($15 million of which are unsecured) in connection with the Texas and
Florida acquisitions. At November 30, 1995, there was $30,000,000 outstanding in
the aggregate under these credit lines. The Company's  revolving lines of credit
bear  interest  at rates  ranging  from LIBOR plus  2-1/4% to prime plus 1%. 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
significant current commitments for capital expenditures.

         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
November 30, 1995, the amount outstanding under the warehouse line of credit and
the  amount of  funding  drafts  that had not been  presented  for  payment  was
$6,379,000.  The Company  believes that this line is sufficient for its mortgage
banking operations.

         On November  18,  1994,  the Company  acquired  all of the  outstanding
capital stock of Heftler for $29.2 million in cash.


                                       12

<PAGE>



         On September  19,  1995,  the Company  entered  into an agreement  with
Kathleen and Robert Wade (the "Wades"),  former Co-Chief  Executive  Officer and
President,  respectively,  whereby  the Company has a right to buy and the Wades
have the right to sell, from now until January 19, 1996, up to 488,000 shares of
the Wades'  Continental Homes Holding Corp. Common Stock at $20.50 per share. In
January  1996,  the  Company  agreed to allow the Wades to sell a portion of the
488,000  shares at a price per share  above  $20.50 and to cancel the  Company's
rights to buy such  shares.  In  consideration  therefore,  the Wades  agreed to
cancel  their  right to sell such  shares to the  Company  and to deliver to the
Company 50% of the excess over $20.50 received by the Wades for each share sold.

         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 as follows: (i) approximately $33,250,000 was used to
redeem the Company's 6-7/8% Convertible  Subordinated Notes due March 2002, (ii)
approximately  $33,156,000 was used to reduce  temporarily  outstanding  amounts
under certain of the Company's revolving lines of credit which were incurred for
working capital purposes, and (iii) approximately  $6,631,000 was used to reduce
temporarily outstanding amounts under the Company's warehouse line of credit. In
connection  with the  redemption of the notes,  the Company will record,  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.


                                       13

<PAGE>



                CONTINENTAL HOMES HOLDING CORP. AND SUBSIDIARIES

                                     PART II
                                OTHER INFORMATION

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

         (a)      Exhibits:

                   4.1      Indenture dated as of November 1, 1995 between the
                            Company and Manufacturers and Traders Trust
                            Company, as Trustee.

                  10.1      Modification  Agreement dated as of December 1, 1995
                            between Bank One, Arizona NA ("BOAZ") and CHMC.

                  10.2      Amended and Restated  Replacement  Revolving Line of
                            Credit  Promissory  Note by CHMC in favor of BOAZ in
                            the principal amount of $25,000,000.

                  10.3      Sixth Modification Agreement dated November 26, 1995
                            between BOAZ and Milburn Investments, Inc.

                  10.4      Amended and Restated Loan Agreement dated November
                            30, 1995 between BOAZ and the Company.

                  10.5      Amended and Restated  Promissory Note dated November
                            30,  1995 by the  Company  in  favor  of BOAZ in the
                            principal amount of $15,000,000.

                  11.0      Statement Re Computation of Per Share Earnings.

                  27.0      Financial Data Schedule.

         (b)      Reports on Form 8-K:  There were no reports on Form 8-K
                  filed for the three months ended November 30, 1995.






                                       14

<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 11, 1996                           By:  /s/ Kenda B. Gonzales
                                                      ---------------------
                                                      KENDA B. GONZALES
                                                      Chief Financial Officer,
                                                      Secretary and Treasurer

Date: January 11, 1996                           By:  /s/ Donald R. Loback
                                                      --------------------
                                                      DONALD R. LOBACK
                                                      Chief Executive Officer



                                       15

<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number                     Description                                      Page

(a) Exhibits:

 4.1                       Indenture dated as of November 1,
                           1995 between the Company and
                           Manufacturers and Traders Trust
                           Company, as Trustee.

10.1                       Modification Agreement dated as of
                           December 1, 1995 between Bank One,
                           Arizona NA ("BOAZ") and CHMC.

10.2                       Amended and Restated Replacement
                           Revolving Line of Credit Promissory
                           Note by CHMC in favor of BOAZ in
                           the principal amount of
                           $25,000,000.

10.3                       Sixth Modification Agreement dated
                           November 26, 1995 between BOAZ and
                           Milburn Investments, Inc.

10.4                       Amended and Restated Loan Agreement
                           dated November 30, 1995 between
                           BOAZ and the Company.

10.5                       Amended and Restated Promissory
                           Note dated November 30, 1995 by the
                           Company in favor of BOAZ in the
                           principal amount of $15,000,000.

11.0                       Statement Re Computation of Per
                           Share Earnings.

27.0                       Financial Data Schedule.


                                       16