FORM 10-Q
                         SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C. 20549

(Mark One)

x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---- EXCHANGE ACT OF 1934

For the quarterly period ended         July 31, 2000
                                       ----------------
                                        OR

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

For the transition period from            to
                               ----------    -----------
For Quarter Ended         Commission file number    0-19633
                 ---------                          -------

                                   ENGLE HOMES, INC.
--------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)


      FLORIDA                                   59-2214791
-------------------------------          ---------------------------------
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)           Identification No.)

   123 N.W. 13th Street
   Boca Raton, Florida                                33432
-------------------------------           --------------------------------
(Address of principal executive offices)            (Zip code)

(Registrant's telephone number, including area code) (561) 391-4012
                                                      ----------------------
                                     NONE
--------------------------------------------------------------------------
     (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 report(s), and (2) has been subject to filing requirements
for the past 90 days.
YES   x     NO
   ------      ------
Number of shares of common stock outstanding as of July 31, 2000: 10,830,825

                    PART I. FINANCIAL INFORMATION
                    ITEM 1. FINANCIAL STATEMENTS
<TABLE>
               ENGLE HOMES, INC. AND SUBSIDIARIES
               Condensed Consolidated Balance Sheets
                    (dollars in thousands)
<CAPTION>
                                                July 31,    October 31,
                                                  2000         1999
                                               -----------  -----------
                                               (Unaudited)
<S>                                            <C>          <C>
                      ASSETS

CASH
  Unrestricted                                 $    52,686  $    60,944
  Restricted                                         3,185        2,092
INVENTORIES                                        418,017      386,804
PROPERTY AND EQUIPMENT, net                          5,563        6,221
OTHER ASSETS                                        29,713       26,354
GOODWILL                                             4,893        5,155
MORTGAGE LOANS HELD FOR SALE                        19,319       27,323
                                               -----------  -----------
     TOTAL ASSETS                              $   533,376  $   514,893
                                               ===========  ===========

                    LIABILITIES

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES       $    34,869  $    31,771
CUSTOMER DEPOSITS                                   20,435       16,279
BORROWINGS                                           3,257        5,457
SENIOR NOTES PAYABLE                               248,343      248,178
FINANCIAL SERVICES BORROWINGS                       18,941       26,776
                                               -----------  -----------
     TOTAL LIABILITIES                         $   325,845  $   328,461
                                               -----------  -----------

               SHAREHOLDERS' EQUITY

PREFERRED STOCK, $.01 par, share authorized
  1,000,000, none issued
COMMON STOCK, $.01 par, shares authorized
  25,000,000; issued and outstanding 10,830,825
  and 11,047,977, respectively                         108          110
ADDITIONAL PAID-IN CAPITAL                          99,885      102,060
RETAINED EARNINGS                                  107,538       84,262
                                               -----------  -----------
     TOTAL SHAREHOLDERS' EQUITY                    207,531      186,432
                                               -----------  -----------
                                               $   533,376  $   514,893
                                               ===========  ===========


<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>




                                        2

<TABLE>
                         ENGLE HOMES, INC. AND SUBSIDIARIES
                     Condensed Consolidated Statements of Income
                                   (Unaudited)
                        (in thousands, except per share data)
<CAPTION>
                                Three Months Ended        Nine Months Ended
                                      July 31,                 July 31,
                                --------------------     --------------------
                                  2000       1999           2000       1999
                                ---------  ---------     ---------  ---------
<S>                             <C>        <C>           <C>        <C>
REVENUES
  Sales of homes                $ 208,282  $ 192,811     $ 565,330  $ 511,031
  Sales of land                     9,382      3,996        19,510      6,030
  Rent and other                      844        853         2,922      2,720
  Financial services                5,800      5,967        15,832     17,062
                                ---------  ---------     ---------  ---------
                                  224,308    203,627       603,594    536,843
                                ---------  ---------     ---------  ---------
COSTS AND EXPENSES
  Cost of sales - homes           173,282    162,163       472,331    431,632
  Cost of sales - land              8,012      3,580        17,435      5,512
  Selling, marketing, general
  and administrative               20,966     19,172        57,848     51,826
  Depreciation and amortization     1,584      1,514         4,682      3,984
  Financial services                3,844      4,134        11,446     12,110
                                ---------  ---------     ---------  ---------
                                  207,688    190,563       563,742    505,064
                                ---------  ---------     ---------  ---------

INCOME BEFORE INCOME TAX           16,620     13,064        39,852     31,779
  Provision for income taxes        6,083      5,043        14,586     12,267
                                ---------  ---------     ---------  ---------
NET INCOME                         10,537      8,021        25,266     19,512
                                =========  =========     =========  =========

Net income per share
  Basic                         $    0.96  $    0.71     $    2.29  $    1.74
  Diluted                       $    0.96  $    0.71     $    2.29  $    1.73

Shares used in earnings per
share calculations
  Basic                            10,950     11,219        11,012     11.200
  Diluted                          10,962     11,350        11,031     11,304







<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>





                                        3

<TABLE>
                      ENGLE HOMES, INC. AND SUBSIDIARIES
           Condensed Consolidated Statement of Shareholders' Equity
                    For the Nine Months Ended July 31, 2000
                                 (Unaudited)
                                (in thousands)

<CAPTION>

                          Common Stock     Additional
                         --------------     Paid-In    Retained
                         Shares  Amount     Capital    Earnings    Total
                         ------  ------    ----------  --------  ---------
<S>                      <C>     <C>       <C>         <C>       <C>

Amounts at
October 31, 1999         11,048  $  110    $  102,060  $ 84,262  $ 186,432

  Net Income for the
  Nine Months Ended
  July 31, 2000                                          25,266     25,266

  Dividends to
  Shareholders                                           (1,990)    (1,990)

  Common stock issued
  in connection with
  employee stock bonus
  plan                       91       1           865                  866

  Common stock acquired
  in connection with
  stock repurchase plan    (308)     (3)       (3,040)              (3,043)
                        -------  ------    ----------  --------  ---------
Amounts at
July 31, 2000            10,831  $  108    $   99,885  $107,538  $ 207,531
                        =======  ======    ==========  ========  =========
















<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                        4

<TABLE>



                      ENGLE HOMES, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                                  (in thousands)
<CAPTION>
                                                          Nine Months Ended
                                                               July 31,
                                                       ---------------------
                                                          2000        1999
                                                       ---------   ---------
<S>                                                    <C>         <C>

NET CASH PROVIDED (REQUIRED) BY OPERATING ACTIVITIES   $   1,857   $  (3,624)
                                                       ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES
   Net acquisitions of property and equipment             (2,882)     (4,827)
                                                       ---------   ---------
   Net cash required by investing activities              (2,882)     (4,827)
                                                       ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES
   Increase in borrowings                                             22,000
   Repayment of borrowings                                (2,200)    (71,907)
   Proceeds from issuance of senior notes                             96,587
   Repurchase of common stock                             (3,043)
   Dividends to shareholders                              (1,990)     (1,568)
   Stock options exercised                                                96
                                                       ---------   ---------
   Net cash (required) provided by
   financing activities                                   (7,233)     45,208
                                                       ---------   ---------
NET INCREASE (DECREASE) IN CASH                           (8,258)     36,757

CASH AT BEGINNING OF PERIOD                               60,944      20,041
                                                       ---------   ---------

CASH AT END OF PERIOD                                  $  52,686   $  56,798
                                                       =========   =========


<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>

</TABLE>











                                        5

                    ENGLE HOMES, INC. AND SUBSIDIARIES

          Notes to Condensed Consolidated Financial Statements

NOTE 1  BASIS OF PRESENTATION AND BUSINESS

     These statements do not contain all information required by generally
accepted accounting principles that are included in a full set of financial
statements.  In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments necessary to present
fairly the financial position of Engle Homes, Inc. and subsidiaries ("the
Company") at July 31, 2000 and results of its operations and its cash flows
for the period then ended and for the period ended July 31, 1999.  These
unaudited condensed consolidated financial statements should be read in
conjunction with the audited financial statements and notes contained in the
Company's Form 10-K for the year ended October 31, 1999.  The condensed
consolidated balance sheet as of October 31, 1999 was derived from audited
consolidated financial statements as of that date.  Results of operations for
the period ended July 31, 2000 are not necessarily indicative of results to be
expected for the full year.

     Engle Homes, Inc. and subsidiaries are engaged principally in construction
and sale of residential homes and land development in Florida; Dallas, Texas;
Denver, Colorado; Raleigh, North Carolina; Atlanta, Georgia; Phoenix, Arizona
and Virginia.  Ancillary products and services to its residential homebuilding
include land sales to other builders, origination and sale of mortgage loans,
and title transfer services.  The consolidated financial statements include the
accounts of the Company and all subsidiaries.  All significant intercompany
balances and transactions have been eliminated in consolidation.
<TABLE>
NOTE 2 INVENTORIES  (dollars in thousands)
<CAPTION>
                                                        July 31,    October 31,
                                                         2000          1999
                                                       ---------    -----------
<S>                                                    <C>          <C>
Land and improvements for residential homes
under development                                       $ 284,485     $ 275,373
Residential homes under construction                      133,532       111,431
                                                       ---------      ---------
                                                       $ 418,017      $ 386,804
                                                       =========      =========
</TABLE>
<TABLE>
NOTE 3 CAPITALIZATION OF INTEREST (dollars in thousands)
     Included in inventory is the following:
<CAPTION>
                                For the Three Months     For the Nine Months
                                   Ended July 31,            Ended July 31,
                                --------------------     --------------------
                                   2000       1999          2000       1999
                                ---------  ---------     ---------  ---------
<S>                             <C>        <C>           <C>        <C>
Interest capitalized,
beginning of period             $  22,491  $  16,515     $  19,205  $  16,326
Interest incurred and
capitalized                         6,163      6,921        18,291     16,179
Amortized to cost of sales-homes    (4,933)    (4,970)       (13,207)   (13,954)
Amortized to cost of sales-land       (581)      (160)        (1,149)      (245)
                                ---------  ---------     ---------  ---------
Interest capitalized, end of
period                          $  23,140  $  18,306     $  23,140  $  18,306
                                =========  =========      =========  =========
                                6
</TABLE>

NOTE 4 SHAREHOLDERS' EQUITY AND DEBT

     On May 17, 2000, the Company declared a cash dividend of $.06 per share to
shareholders of record on June 5, 2000, which was paid on June 21, 2000.

     The Company repurchased 256,500 shares of common stock in the amount of
$2,486,806 during the quarter.














































                                        7
NOTE 5 - EARNINGS PER SHARE (in thousands, except per share data)

<TABLE>
     Basic and diluted earnings per share are calculated as follows:
<CAPTION>
                                  For the Three Months    For the Nine Months
                                     Ended July 31,          Ended July 31,
                                    2000        1999        2000       1999
                                  --------    --------     --------    --------
<S>                               <C>         <C>         <C>         <C>
Basic:
Net Income                        $ 10,537    $  8,021    $ 25,266    $ 19,512
Weighted average number of shares
outstanding                         10,950      11,219      11,012      11,200
                                  --------    --------      --------    --------
Basic earnings per share           $   0.96    $   0.71     $   2.29    $   1.74
                                  ========    ========      ========    ========

Diluted:
Net Income                         $ 10,537     $  8,021    $ 25,266    $ 19,512
Weighted average number of common
shares outstanding                  10,950      11,219      11,012      11,200
Options to acquire common stock         12         131          19         104
                                  --------    --------    --------    --------
Diluted weighted average common
shares outstanding                  10,962      11,350      11,031      11,304
                                  --------    --------    --------    --------
Diluted earnings per share        $   0.96    $   0.71    $   2.29    $   1.73
                                  ========    ========    ========    ========
</TABLE>





























                                       8
Part 1 - Item II
                         MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                      FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
<TABLE>
     The following table sets forth for the periods indicated certain items of
the Company's financial statements expressed as a percentage of the Company's
total revenues:
<CAPTION>
                                      For the Three            For the Nine
                                      Months Ended             Months Ended
                                         July 31,                 July 31,
                                    ----------------         ----------------
                                     2000      1999           2000      1999
                                    ------    ------         ------    ------
<S>                                 <C>       <C>            <C>       <C>
Total Revenues                      100.0%    100.0%         100.0%    100.0%
Costs of home construction and
land sales                           80.8      81.4           81.1      81.4
Selling, marketing, general and
administrative expense                9.3       9.4            9.6       9.7

Income before taxes                   7.4       6.4            6.6       5.9
</TABLE>
<TABLE>
Backlog

     Sales of the Company's homes are generally made pursuant to a standard
contract which requires a down payment of up to 10% of the sales price.  The
contract includes a financing contingency which permits the customer to cancel
in the event mortgage financing at prevailing interest rates (including
financing arranged by the Company) is unobtainable within a specified period,
typically four to six weeks.  The Company includes an undelivered home sale in
its backlog upon execution of the sales contracts and receipt of the down
payment.  Revenue is recognized only upon the closing and delivery of a home.
The Company estimates that the average period between the execution of a
purchase agreement for a home and delivery is approximately six months.  The
following table sets forth the Company's backlog for the periods indicated:
<CAPTION>
                                            July 31,
                                     (dollars in thousands)
                                  2000                     1999
                            ----------------         ----------------
                            Units    Dollars         Units    Dollars
                            -----  ---------         -----  ---------
<S>                         <C>    <C>               <C>    <C>
South Florida                 583  $ 140,500           397  $  91,600
Orlando                       402     87,500           470     94,100
West Coast Florida            229     46,100           199     35,500
Texas                         166     31,900           155     28,800
Denver                        199     53,100           230     52,300
Virginia                      213     63,800           154     40,600
North Carolina                 10      2,600            26      5,900
Atlanta, Georgia               60     12,300            54     10,300
Arizona                       255     62,000           290     61,800
                            -----  ---------         -----  ---------
TOTAL                       2,117  $ 499,800         1,975  $ 420,900
                            =====  =========         =====  =========
</TABLE>
                                         9

     The Company is currently marketing in 110 subdivisions at July 31, 2000,
compared to 102 subdivisions at July 31, 1999.  At July 31, 2000, the Company
was marketing 17 subdivisions in South Florida; 27 in Central Florida; 11 in
West Coast Florida; 11 in Denver, CO; 15 in Dallas, TX; 6 in Virginia; 1 in
Raleigh, North Carolina; 15 in Phoenix, Arizona and 7 in Atlanta, Georgia.

Result of Operations:

Three Months Ended July 31, 2000 compared to July 31, 1999.

     The Company's revenues from home sales for the quarter ended July 31, 2000
increased $15.5 million (or 8.0%) compared to the same period in fiscal 1999.
The number of homes delivered decreased 5.7% (to 912 from 967) and the average
selling price of homes delivered increased 14.6% (to $228,000 from $199,000).
Management believes that changes in the average selling price of homes delivered
from period to period are attributable to discrete factors at each of its
subdivisions, including product mix and premium lot availability, and cannot be
predicted for future periods with any degree of certainty.

     The Company's revenues from land sales increased approximately $5.4 million
during the three months ended July 31, 2000, as compared to the same period
in fiscal 1999, primarily as a result of a sale of a residential land parcel in
Virginia in the amount of $4.4 million.

     Cost of home sales increased $11.1 million (or 6.9%) compared to the
quarter ended July 31, 1999 primarily due to the related increase in home sale
revenues.  Cost of home sales as a percentage of home sales decreased to 83.2%
from 84.1% as a result of the product mix of homes delivered.

     The Company's selling, marketing, general and administrative ("S,G&A")
expenses increased approximately $1.8 million (or 9.4%) during the three months
ended July 31, 2000, as compared to the corresponding fiscal 1999 period,
primarily due to general and administrative expenses.  S,G&A expenses as a
percentage of total revenues for the three months ended July 31, 2000 decreased
to 9.3% compared to 9.4% for the same period in fiscal year 1999.

     Primarily as a result of an increase in revenues and a decrease in cost of
home sales, net income increased by $2.5 million in the three months ended July
31, 2000 from the comparable period in fiscal 1999.

Nine months Ended July 31, 2000 compared to July 31, 1999.

     The Company's revenues from home sales for the nine months ended July 31,
2000 increased $54.3 million (or 10.6%) compared to the same period in fiscal
1999.  The number of homes delivered increased 0.4% (to 2,582 from 2,571) and
the average selling price of homes delivered increased 10.0% (to $219,000 from
$199,000).  The increase of revenues and homes delivered is primarily
attributable to an increased level of backlog at the beginning of the current
period compared with the prior year period.  Management believes that changes
in the average selling price of homes delivered from period to period are
attributable to discrete factors at each of its subdivisions, including product
mix and premium lot availability, and cannot be predicted for future period with
any degree of certainty.

     The Company's revenues from land sales increased approximately $13.5
million during the nine months ended July 31, 2000, as compared to the same
period in fiscal 1999, primarily as a result of a increase in commercial and
residential land sales on the west coast of Florida, Virginia, and South
Florida.
                                      10
     Cost of home sales increased $40.7 million (or 9.4%) compared to the same
period in fiscal 1999 primarily due to the related increase in home sale
revenues.  Cost of home sales as a percentage of home sales decreased to 83.6%
from 84.5% as a result of the product mix of homes delivered.

     The Company's selling, marketing, general and administrative ("S,G&A")
expenses increased approximately $6.0 million (or 11.6%) during the nine months
ended July 31, 2000, as compared to the corresponding fiscal 1999 period,
primarily due to selling and marketing expenses associated with the increased
revenues from home sales during the period and an increase in general and
administrative expenditures.  S,G&A expenses as a percentage of total revenues
for the nine months ended July 31, 2000 decreased to 9.6% compared to 9.7% for
the same period in fiscal year 1999.

     Primarily as a result of the increase in revenues and a decrease in cost
of home sales, net income increased by $5.8 million in the nine months ended
July 31, 2000 from the comparable period in fiscal 1999.

Liquidity and Capital Resources

     The Company's financing needs are provided by cash flows from operations,
unsecured bank borrowings and from time to time the public debt and equity
markets.

     Cash flow from operations has improved as a result of increased revenues
and a decrease in cost of home sales.  The Company anticipates that cash flow
from operations before inventory additions will continue to increase in fiscal
year 2000 as a result of a decrease in cost of house sales.

     On June 7, 2000, Standard & Poor's announced that it had upgraded the
Company's corporate credit rating and the Company's senior unsecured notes to
"B+" from "B", with a stable outlook.

     On June 23, 2000, the Company's unsecured revolving credit facility was
amended to provide additional financial flexibility and the term of the facility
was extended from May 2002 to May 2003.  At July 31, 2000, the Company had
outstanding borrowings of $100,000 and $14.7 million of letters of credit
outstanding.  The Company believes that funds generated from operations and
expected borrowing availability under the Credit Facility will be sufficient to
fund the Company's working capital requirements during fiscal 2000, with the
exception of major land acquisitions, if any.

     In addition, Preferred Home Mortgage Company (PHMC) has a warehouse line
of credit in the amount of $40.0 million which is guaranteed by the Company.
At July 31, 2000, the outstanding balance was $18.9 million to service
origination of mortgage loans.  The Company believes that this line of credit
is sufficient for its mortgage banking operation for the remainder of fiscal
2000.

     Management does not anticipate that PHMC'S operation will impact liquidity
because the mortgages are generally sold within a short period of time after
their origination to the Federal National Mortgage Association (FNMA) or other
qualified investors.  PHMC has established the capability to retain the
servicing of loans, however, during fiscal 2000, the Company has not retained
servicing rights relating to loans sold.

     LAND ACQUISITION.  The Company is continually exploring opportunities to
purchase parcels of land for its homebuilding operations and is, at any given
time, in various stages of proposing, making offers for, and negotiating the
                                       11
acquisition of various parcels, whether outright or through options.  The
Company has continued to increase its land development and construction
activities in response to current and anticipated demand and expects to pursue
additional land acquisition and development opportunities in the future.


NEW ACCOUNTING PRONOUNCEMENTS

     In March, 2000 the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 44 (Interpretation 44), Accounting for Certain Transactions
Involving Stock Compensation.  Interpretation 44 provides criteria for the
recognition of compensation expense in certain stock-based compensation
arrangements that are accounted for under Accounting Principles Board Opinion
No. 25, Accounting for Stock-Based Compensation.  Interpretation 44 is effective
July 1, 2000, with certain provisions that are effective retroactively to
December 15, 1998 and January 12, 2000.  Interpretation 44 is not expected to
have an impact on the Company's consolidated financial statements.


Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

     The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements.  Certain information included in this
Report and other such Company filings (collectively, "SEC filings") under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended (as well as information communicated orally or in writing between the
dates of such SEC filings) contains or may contain information that is forward
looking, related to subject matter such as national and local economic
conditions, the effect of governmental regulation on the Company, the
competitive environment in which the Company operates, changes in interest
rates, home prices, availability and cost of land for future growth,
availability of working capital and the availability and cost of labor and
materials.  Such forward looking information involves important risks and
uncertainties that could significantly affect expected results.  These risks
and uncertainties are addressed in this and other SEC filings.
























                                      12

Part II - Other Information

Item 1-5  Not applicable.

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

     A.   Exhibits.

  Exhibits                   Description
    No.

    10.8  First Amendment to the Employment Agreement effective November 1,
          1998 with Alec Engelstein, Chairman of the Board, President and Chief
          Executive Officer.

    10.9  Second Amendment to the Employment Agreement effective November 1,
          1998 with Alec Engelstein, Chairman of the Board, President and Chief
          Executive Officer.

    10.10 Second Amendment to Credit Agreement.

    10.11 Third Amendment to Credit Agreement.





































                                      13

                                   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.



                              ENGLE HOMES, INC.
                              -----------------
                                (Registrant)


Date: AUGUST 23, 2000                            \s\ ALEC ENGELSTEIN
------------------------                         ------------------------
                                                       Alec Engelstein
                                                  Chief Executive Officer



Date: AUGUST 23, 2000                            \s\ DAVID SHAPIRO
------------------------                         ------------------------
                                                       David Shapiro
                                                  Chief Financial Officer
































                                    14

                                                               Exhibit 10.8
                              FIRST AMENDMENT
                                    TO
                           EMPLOYMENT AGREEMENT

     This First Amendment to Employment Agreement is made and entered into
effective as of November 1, 1999, by and between ENGLE HOMES, INC., a Florida
corporation ("Company"), and ALEC ENGELSTEIN (the "Executive").

                                  RECITALS

     WHEREAS, the Company and the Executive entered into an Employment Agreement
effective as of November 1, 1998 (the "Employment Agreement") pursuant to which
the Executive renders certain services to the Company; and

     WHEREAS, pursuant to Section 3.1 of the Employment Agreement, the
Compensation Committee of the Company's Board of Directors has increased the
Base Salary payable by the Company to the Executive from $500,000 to $525,000,
effective as of November 1, 1999; and

     WHEREAS, the Company and the Executive now desire to amend the Employment
Agreement to reflect that increase in the Executive's Base Salary.

     NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth in this Second Amendment, and other good and valuable consideration, the
parties to this First Amendment agree as follows:

     1.   All capitalized terms in this First Amendment shall have the same
meaning as in the Employment Agreement, unless otherwise specified.

     2.   The first sentence of Section 3.1 of the Employment Agreement is
hereby amended to read as follows:

               "3.1 Base Salary.  Effective as of November 1, 1999, the
          Executive shall receive a base salary at the annual rate of $525,000
          (the "Base Salary") during the Term of Employment, with such Base
          Salary payable in installments consistent with the Company's normal
          payroll schedule, subject to applicable withholding and other taxes."

     3.   All other terms and conditions of the Employment Agreement shall
remain the same.

     IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly
executed effective as of the day and year first above written.


                                              COMPANY:

                                              ENGLE HOMES, INC.

                                                  \s\ DAVID SHAPIRO
                                              By: -------------------------
                                                  David Shapiro
                                                  Vice President

                                              EXECUTIVE:

                                              \s\ ALEC ENGELSTEIN
                                              -------------------------
                                      15      ALEC ENGELSTEIN

                                                               Exhibit 10.9
                                SECOND AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT

     This Second Amendment to Employment Agreement is made and entered into
effective as of July 1, 2000, by and between ENGLE HOMES, INC., a Florida
corporation ("Company"), and ALEC ENGELSTEIN (the "Executive").

                                    RECITALS

     WHEREAS, the Company and the Executive entered into an Employment Agreement
effective as of November 1, 1998, which was amended by a First Amendment
effective as of November 1, 1999 (the "Employment Agreement") pursuant to
which the Executive renders certain services to the Company; and

     WHEREAS, pursuant to Section 3.1 of the Employment Agreement, the
Compensation Committee of the Company's Board of Directors has increased the
Base Salary payable by the Company to the Executive from $525,000 to $750,000,
effective as of July 1, 2000; and

     WHEREAS, the Company and the Executive now desire to amend the Employment
Agreement to reflect that increase in the Executive's Base Salary.

     NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth in this Second Amendment, and other good and valuable consideration, the
parties to this Second Amendment agree as follows:

     1.   All capitalized terms in this Second Amendment shall have the same
meaning as in the Employment Agreement, unless otherwise specified.

     2.   The first sentence of Section 3.1 of the Employment Agreement is
hereby amended to read as follows:

               "3.1 Base Salary.  Effective as of July 1, 2000, the Executive
               shall receive a base salary at the annual rate of $750,000 (the
               "Base Salary") during the Term of Employment, with such Base
               Salary payable in installments consistent with the Company's
               normal payroll schedule, subject to applicable withholding and
               other taxes."

     3.   All other terms and conditions of the Employment Agreement shall
remain the same.

     IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
duly executed effective as of the day and year first above written.

                                                   COMPANY:

                                                   ENGLE HOMES, INC.

                                                       \s\ DAVID SHAPIRO
                                                   By: ----------------------
                                                       David Shapiro
                                                       Vice President

                                                   EXECUTIVE:
                                                   \s\ ALEC ENGELSTEIN
                                                   --------------------------
                                     16            ALEC ENGELSTEIN

                                                               Exhibit 10.10
                        SECOND AMENDMENT TO CREDIT AGREEMENT


     THIS AGREEMENT (the "Agreement") supplements and amends the Credit
Agreement dated as of May 28, 1998 (the "Original Credit Agreement") by and
among Engle Homes, Inc., a Florida corporation, as Borrower (the "Borrower"),
the Banks named therein and party thereto, as Banks, SunTrust Bank South Florida
National Association, a national banking association, as Administrative Agent
(the "Administrative Agent" or "Agent"), and NationsBank, N.A., a national
banking association, as Documentation Agent (the "Documentation Agent"), as
amended by a First Amendment to Credit Agreement dated as of May 26, 1999 (the
"First Amendment") by and among the Borrower, the Subsidiaries (defined in the
Original Credit Agreement) of Borrower existing as of the date of the First
Amendment, the Banks party to the Original Credit Agreement as of the date of
the First Amendment, and the Administrative Agent (the Original Credit Agreement
as amended by the First Amendment is hereinafter referred to as the "Credit
Agreement"), and is made as of this 1st day of December, 1999 by and among the
Borrower, the Subsidiaries (defined in the Credit Agreement) of Borrower
existing as of the date of this Agreement, the Banks now party to the Credit
Agreement, and the Administrative Agent.   As of the date of this Agreement,
Bank of America National Association is successor to Bank of America National
Trust and Savings Association, the successor in interest to NationsBank, N.A.
and Bank One, NA was formerly known as The First National Bank of Chicago and
is the successor in interest to Bank One, Arizona, N.A.

                                  RECITALS:

     WHEREAS, the Borrower, the Subsidiaries (defined in the Credit Agreement)
of Borrower existing as of the date of this Agreement, the Banks now party to
the Credit Agreement, and the Administrative Agent desire to recognize certain
changes and amend the Credit Agreement, all as expressly set forth in this
Agreement;

                            W I T N E S S E T H:

     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Subsidiaries (defined in the Credit Agreement)
of Borrower existing as of the date of this Agreement, the Banks now party to
the Credit Agreement, and the Administrative Agent and do hereby covenant and
agree as follows:

     1.   Recitals are True and Correct; and Defined Terms.

          The foregoing Recitals are true and correct and form a part of this
     Agreement and any capitalized terms not defined in this Agreement shall
have the meanings set forth in the Credit Agreement.

     2.   Modification of Credit Agreement

          The reference to "$5,000,000.00" in Section 8.7 of the Credit
     Agreement (entitled "Redemption") is hereby amended and restated to be
     "$15,000,000.00".

     3.   Representations and Warranties.

          Borrower represents and warrants that: (a) the representations and
     warranties in the Credit Agreement are true in all materials respects as
                                      17
     of the date hereof (both before and after giving effect to this Agreement);
     and (b) no Event of Default or Unmatured Event of Default has occurred and
     is continuing as of the date hereof (both before and after giving effect
     to this Agreement).

     4.   Conditions Precedent.

          The effectiveness of this Agreement is subject to the receipt by the
     Agent of the following:

          a.   At least ten (10) original counterparts of this Agreement, duly
               executed by all signatories hereto; and

          b.   Any and all additional certificates, opinions, agreements,
               instruments,  documents and assurances as the Agent may
               reasonably request.

     5.   Consent of Guarantors.

          Each of the Subsidiaries has joined into the execution of this
     Agreement for the purposes of consenting to this Agreement in their
     capacity as Guarantors and ratifying the Guaranty, which remains in full
     force and effect in accordance with its terms, and for the further purpose
     of confirming that each of them remains liable as a Guarantor on the
     Guaranty and that such liability is not in any way altered, diminished or
     impaired by this Agreement.

     6.   Effect of this Agreement.

          This Agreement supplements and amends the Credit Agreement and
     constitutes a part of the Credit Agreement and one of the Loan Documents.
     Except as specifically supplemented or amended by this Agreement, the
     Credit Agreement and all other Loan Documents are hereby ratified and each
     shall remain in full force and effect according to their respective terms.

     7.   Claims and Defenses.

          The Borrower and each Subsidiary represents and warrants to each of
     the other parties to this Agreement that there is no defense or right of
     offset against any Obligations, and the Borrower and each Subsidiary hereby
     waives, and releases, acquits, satisfies, and forever discharges each of
     the other parties to this Agreement and their respective officers,
     directors, shareholders and agents (collectively, "Released Parties") from
     any and all claims, counterclaims, defenses, actions, causes of action,
     suits, controversies, agreements, promises and demands whatsoever in law
     or in equity which the Borrower or any Subsidiary ever had, now has or
     which any legal representative, successor or assign of any of them can,
     shall, or may have against any of the Released Parties for, upon or by
     reason of any matter, cause or thing whatsoever from the beginning of time
     to the date of this Agreement, including, without limitation, any such
     matter, cause or thing arising out of or with respect to the Guaranty or
     any of the Loan Documents, excluding only those obligations of the Agent
     and Banks expressly set forth in the Loan Documents to the extent arising
     on or after the date of this Agreement.

     8.   Successors and Assigns.

          This Agreement shall bind and inure to the benefit of the parties
     hereto and their respective legal representatives, successors and assigns;
                                      18
     provided, however, that no party may assign, and no Person shall succeed
     to, any rights, powers, duties or obligations in violation of the Credit
     Agreement or other Loan Documents.

     9.   Captions.

          All captions or headings contained in this Agreement are provided for
     convenience and ease of reference only, and are in no way intended to, nor
     shall they, form a part of or limit, restrict or define the scope or
     content of this Agreement.

     10.  Governing Law.

          This Agreement shall be governed by and construed according to the
     laws of the State of Florida.

     11.  Counterparts.

          This Agreement may be executed and delivered in any number of
     counterparts, each of which, when so executed and delivered, shall be and
     constitute an original and one and the same document.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

                                      BORROWER:

                                      ENGLE HOMES, INC., a Florida corporation

                                          \s\ DAVID SHAPIRO
                                      By: --------------------------------
                                          Name: David Shapiro
                                          Title: Vice President
                                                                    (SEAL)


                                      GUARANTORS:

                                      ENGLE HOMES/ORLANDO, INC.,
                                      ENGLE HOMES/PALM BEACH, INC.,
                                      ENGLE HOMES/BROWARD, INC.,
                                      ENGLE HOMES/PEMBROKE, INC.,
                                      ENGLE HOMES/GULF COAST, INC.,
                                      ENGLE HOMES/ATLANTA, INC. (f/k/a Engle
                                            Homes/Dade, Inc.),
                                      ENGLE HOMES/SOUTHWEST FLORIDA, INC. (f/k/a
                                            Engle Homes/Naples, Inc.),
                                      ENGLE HOMES/LAKE BERNADETTE, INC.,
                                      ENGLE HOMES/COLORADO, INC. (f/k/a Park
                                            Engle Homes, Inc.),
                                      ENGLE HOMES/ARIZONA, INC. (f/k/a Engle
                                            Homes/Maryland, Inc.),
                                      ENGLE HOMES/NORTH CAROLINA, INC.,
                                      ENGLE HOMES/TEXAS, INC.,
                                      ENGLE HOMES/VIRGINIA, INC.,
                                      GREENLEAF HOMES, INC.,
                                      PREFERRED BUILDERS REALTY, INC.,
                                     19
                                      PREFERRED HOME MORTGAGE COMPANY,
                                      UNIVERSAL LAND TITLE, INC.,
                                      PEMBROKE FALLS REALTY, INC.,
                                      ST. TROPEZ AT BOCA GOLF, INC.,
                                      ENGLE HOMES/JACKSONVILLE, INC.
                                      and BANYAN TRAILS, INC., each a Florida
                                      corporation, ENGLE HOMES/ARIZONA
                                      CONSTRUCTION, INC., an Arizona
                                      corporation, and UNIVERSAL LAND TITLE OF
                                      COLORADO, INC., a Colorado corporation,
                                      and ENGLE HOMES REALTY, INC., a Georgia
                                      corporation


                                          \s\ DAVID SHAPIRO
                                      By: --------------------------------
                                          Name:  David Shapiro
                                          Title: Vice President
                                                         (CORPORATE SEALS)



                                      BANKS:

                                      SUNTRUST BANK, SOUTH FLORIDA, NATIONAL
                                      ASSOCIATION

                                          \s\ JEFFREY I. SHULMAN
                                      By: --------------------------------
                                          Name: Jeffrey I. Shulman
                                          Title: Senior Vice President


                                      BANK OF AMERICA, NATIONAL ASSOCIATION
                                      successor to BANK OF AMERICA NATIONAL
                                      TRUST AND SAVINGS ASSOCIATION,  a national
                                      banking association, successor in interest
                                      to NationsBank, N.A.

                                          \s\ KELLY P. PRENTISS
                                      By: --------------------------------
                                          Name:  Kelly P. Prentiss
                                          Title:  Vice President


                                      GUARANTY FEDERAL BANK, FSB

                                          \s\ PAUL J. PIROK
                                      By: --------------------------------
                                          Name:   Paul J. Pirok
                                          Title:   Senior Vice President


                                      BANK ONE, NA formerly known as The First
                                      National Bank of Chicago, successor in
                                      interest to Bank One, Arizona, N.A.

                                          \s\ CHRISTOPHER J. FLYNN
                                      By: --------------------------------
                                      20
                                          Name:   Christopher J. Flynn
                                          Title:   Corporate Banking Officer


                                      BANKBOSTON, N.A.

                                          \s\ KEVIN HAKE
                                      By: --------------------------------
                                          Name:  Kevin Hake
                                          Title:  Director


                                      NORWEST BANK COLORADO, NATIONAL
                                      ASSOCIATION

                                          \s\ ALLISON GALLAGHER
                                      By: -------------------------------
                                          Name:  Allison Gallagher
                                          Title:   Vice President


                                      AGENT:

                                      SUNTRUST BANK, SOUTH FLORIDA, NATIONAL
                                      ASSOCIATION, a  national banking
                                      association


                                          \s\ JEFFREY I. SHULMAN
                                      By: -------------------------------
                                          Name: Jeffrey I. Shulman
                                          Title: Senior Vice President



























                                      21

                                                               Exhibit 10.11
                      THIRD AMENDMENT TO CREDIT AGREEMENT


     THIS AGREEMENT (the "Agreement") supplements and amends the Credit
Agreement dated as of May 28, 1998 (the "Original Credit Agreement") by and
among Engle Homes, Inc., a Florida corporation, as Borrower (the "Borrower"),
the Banks named therein and party thereto, as Banks, SunTrust Bank (f/k/a
SunTrust Bank, South Florida, National Association), as Administrative Agent
(the "Administrative Agent" or "Agent"), and NationsBank, N.A., a national
banking association, as Documentation Agent (the "Documentation Agent"), as
amended by a First Amendment to Credit Agreement dated as of May 26, 1999 (the
"First Amendment") by and among the Borrower, the Subsidiaries (defined in the
Original Credit Agreement) of Borrower existing as of the date of the First
Amendment, the Banks party to the Original Credit Agreement as of the date of
the First Amendment, and the Administrative Agent, and a Second Amendment to
Credit Agreement dated as of December 1, 1999 (the "Second Amendment") by and
among the Borrower, the Subsidiaries (defined in the Original Credit Agreement)
of Borrower existing as of the date of the Second Amendment, the Banks party to
the Original Credit Agreement as of the date of the Second Amendment, and the
Administrative Agent (the Original Credit Agreement as amended by the First
Amendment and Second Amendment is hereinafter referred to as the "Credit
Agreement"), and is made as of this 21st day of June, 2000 by and among the
Borrower, the Subsidiaries (defined in the Credit Agreement) of Borrower
existing as of the date of this Agreement, the Banks now party to the Credit
Agreement, and the Administrative Agent.   As of the date of this Agreement,
Bank of America, National Association is the successor in interest to
NationsBank, N.A., The First National Bank of Chicago is the successor in
interest to Bank One, Arizona, N.A., and is now known as Bank One, NA (Main
Office Chicago), Norwest Bank, Colorado, N.A. is now known as Wells Fargo Bank
West, and SunTrust Bank, South Florida, National Association is now known as
SunTrust Bank.

                                    RECITALS:

     WHEREAS, the Borrower, the Subsidiaries (defined in the Credit Agreement)
of Borrower existing as of the date of this Agreement, the Banks now party to
the Credit Agreement, and the Administrative Agent desire to recognize certain
changes and amend the Credit Agreement, all as expressly set forth in this
Agreement;

                              W I T N E S S E T H:

     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Subsidiaries (defined in the Credit Agreement)
of Borrower existing as of the date of this Agreement, the Banks now party to
the Credit Agreement, and the Administrative Agent and do hereby covenant and
agree as follows:



1.   Recitals are True and Correct; and Defined Terms.

     The foregoing Recitals are true and correct and form a part of this
Agreement and any capitalized terms not defined in this Agreement shall have the
meanings set forth in the Credit Agreement.

2.   New Guarantors.
                                      22
     Engle Homes Delaware, Inc. and Engle Homes Financing, Inc. are each a
Delaware corporation, a new Subsidiary of Borrower, and New Guarantor, and each
has and does hereby become a Guarantor in accordance with Section 11.4 of the
Credit Agreement, and does hereby assume and become liable for all indebtedness,
liabilities and obligations of a Guarantor under the Guaranty and other Loan
Documents, on a joint and several basis with each of the other Guarantors.

3.   Changes in Commitments and Banks.


     (a)  Borrower delivered an Extension Request pursuant to Section 2.21(a)
          of the Credit Agreement, requesting a one-year extension of the
          Facility Maturity Date from May 29, 2002 to May 29, 2003, and that the
          Banks amend the Credit Agreement as set forth in this Agreement.  All
          of the Banks approved the Extension Request, except for Fleet National
          Bank (f/k/a BankBoston, N.A.).  Prior to the date of this Agreement,
          Fleet National Bank (f/k/a BankBoston, N.A.) assigned $4,152,248 of
          its Commitment to Bank of America, National Association, $4,844,291
          of its Commitment to Guaranty Federal Bank, FSB, and $2,768,167 of its
          Commitment to Wells Fargo Bank West, thus increasing the respective
          Commitments of those Banks by the amount so assigned.  As a result of
          those assignments, Fleet National Bank (f/k/a BankBoston, N.A.) has
          no further Commitment.

     (b)  Schedule "A" attached hereto and incorporated herein replaces Schedule
          "A" to the Credit Agreement and sets forth each of the Banks now party
          to the Credit Agreement and their respective Commitments as of the
          date of this Agreement, after giving effect to the changes described
          in paragraph (a) of this Section of this Agreement.

     (c)  The Notes originally issued to each Bank party to this Agreement shall
          continue to evidence all Loans now or hereafter made by or owing to
          such Bank, after giving effect to the foregoing changes, since each
          Bank's Commitment, as so increased, is now less than the original
          stated principal amount of its respective Note.


4.   Modifications to the Credit Agreement

     a.   Facility Maturity Date

          (i)    The definition of "Facility Maturity Date" in Article I of the
     Credit Agreement is hereby amended and restated to read as follows:

          ""Facility Maturity Date" means May 29, 2003, as the same may be
          extended for any one year period as provided in Section 2.21."

          (ii)   The first and second sentences of paragraph (a) of Section 2.21
     of the Credit Agreement are hereby amended and restated to read as follows:

          "On an annual basis, no earlier than twenty seven (27) months and no
          later than twenty four (24) months prior to the then existing Facility
          Maturity Date, Borrower may request a one-year extension of the
          Facility Maturity Date by submitting a written request for an
          extension to Agent (an "Extension Request"), which Extension Request
          shall include the total amount of the extension fee Borrower is
          willing to pay for the extension.  Promptly upon (but not later than
          five (5) Business Days after) receipt of the Extension Request, Agent
          shall notify each Bank that Agent received an Extension Request and
                                      23
          of the amount of the extension fee that would be paid to such Bank if
          the Extension Request is approved by all Banks (including, if
          applicable, Replacement Banks), and shall request each Bank to approve
          the Extension Request."

          (iii)     Consistent with the foregoing provisions of this paragraph
     (a) of this Section 4 of this Agreement, all other references to "two (2)
     years" in the remainder of Section 2.21 of the Credit Agreement are hereby
     amended and restated to be "one (1) year".  As a result, except for the
     amendment and restatement of the first and second sentences of paragraph
     (a) of Section 2.21 of the Credit Agreement in accordance with paragraph
     4(a)(i) of this Agreement, the remainder of Section 2.21 of the Credit
     Agreement shall remain in the form expressed in the Original Credit
     Agreement.

          (iv)      Paragraph (c) of Section 2.5 of the Credit Agreement is
     hereby amended and restated to read as follows:

          "(c) Extension Fee.  If the Facility Maturity Date is extended
          pursuant to the provisions of Section 2.21, then the Borrower shall
          pay to Agent the extension fee in the amount set forth in the
          Extension Request approved by all Banks (including, if applicable,
          Replacement Banks).  The extension fee shall be paid by Borrower to
          Agent, in advance, within five (5) Business Days after Agent notifies
          Borrower of the extension of the Facility Maturity Date pursuant to
          Section 2.21(a).  The extension fee shall be non-refundable in any
          event.  Once paid by Borrower, SunTrust shall retain any portion of
          the extension fee due to it as Bank and Agent, and pay to each other
          Bank (including, if applicable, Replacement Banks) its respective
          portion of the extension fee."

     b.   Borrowing Base.

          (i)     The reference to "Twenty Two Million and 00/100 Dollars
     ($22,000,000.00)" in clause (b) in the definition of Borrowing Base in
     Article I of the Credit Agreement is hereby amended and restated to be
     "Twenty Five Million and 00/100 Dollars ($25,000,000.00)."

          (ii)    The reference to "Twenty Nine Million and 00/100 Dollars
     ($29,000,000.00)" in clause (c) in the definition of Borrowing Base in
     Article I of the Credit Agreement is hereby amended and restated to be
     "Thirty Five Million and 00/100 Dollars ($35,000,000.00)."

          (iii)   The reference to "twenty percent (20%)" in clause (e) in the
     definition of Borrowing Base in Article I of the Credit Agreement is hereby
     amended and restated to be "Twenty Five Percent (25%)."

     c.   Letter of Credit Facility Limitation.

     The reference to "$10,000,000.00" in clause (ii) of Section 4.2 of the
     Original Credit Agreement, as amended and restated in the First Amendment
     to be "$15,000,000.00, is hereby amended and restated to be
     "$20,000,000.00."

     d.   Indebtedness Limitation.

     The reference to "$35,000,000" in clause (viii) of Section 8.2 of the
     Credit Agreement, as amended and restated in the First Amendment, is hereby
     amended and restated to be "$40,000,000."
                                      24

5.   Representations and Warranties.

     Borrower represents and warrants that: (a) the representations and
warranties in the Credit Agreement are true in all materials respects as of the
date hereof (both before and after giving effect to this Agreement); and (b) no
Event of Default or Unmatured Event of Default has occurred and is continuing
as of the date hereof (both before and after giving effect to this Agreement).


6.   Conditions Precedent.

     The effectiveness of this Agreement is subject to the receipt by the Agent
of the following:

          a.   At least ten (10) original counterparts of this Agreement, duly
               executed by all signatories hereto; and

          b.   Any and all additional certificates, opinions, agreements,
               instruments, documents and assurances as the Agent may reasonably
               request.

7.   Consent of Guarantors.

     Each of the Subsidiaries has joined into the execution of this Agreement
for the purposes of consenting to this Agreement in their capacity as Guarantors
and ratifying the Guaranty, which remains in full force and effect in accordance
with its terms, and for the further purpose of confirming that each of them
remains liable as a Guarantor on the Guaranty and that such liability is not in
any way altered, diminished or impaired by this Agreement.

8.   Effect of this Agreement.

     This Agreement supplements and amends the Credit Agreement and constitutes
a part of the Credit Agreement and one of the Loan Documents.  Except as
specifically supplemented or amended by this Agreement, the Credit Agreement and
all other Loan Documents are hereby ratified and each shall remain in full force
and effect according to their respective terms.

9.   Claims and Defenses.

     The Borrower and each Subsidiary represents and warrants to each of the
other parties to this Agreement that there is no defense or right of offset
against any Obligations, and the Borrower and each Subsidiary hereby waives, and
releases, acquits, satisfies, and forever discharges each of the other parties
to this Agreement and their respective officers, directors, shareholders and
agents (collectively, "Released Parties") from any and all claims,
counterclaims, defenses, actions, causes of action, suits, controversies,
agreements, promises and demands whatsoever in law or in equity which the
Borrower or any Subsidiary ever had, now has or which any legal representative,
successor or assign of any of them can, shall, or may have against any of the
Released Parties for, upon or by reason of any matter, cause or thing whatsoever
from the beginning of time to the date of this Agreement, including, without
limitation, any such matter, cause or thing arising out of or with respect to
the Guaranty or any of the Loan Documents, excluding only those obligations of
the Agent and Banks expressly set forth in the Loan Documents to the extent
arising on or after the date of this Agreement.


10.  Successors and Assigns.
                                      25
     This Agreement shall bind and inure to the benefit of the parties hereto
and their respective legal representatives, successors and assigns; provided,
however, that no party may assign, and no Person shall succeed to, any rights,
powers, duties or obligations in violation of the Credit Agreement or other Loan
Documents.

11.  Captions.

     All captions or headings contained in this Agreement are provided for
convenience and ease of reference only, and are in no way intended to, nor shall
they, form a part of or limit, restrict or define the scope or content of this
Agreement.

12.  Governing Law.

     This Agreement shall be governed by and construed according to the laws of
the State of Florida.

13.  Counterparts.

     This Agreement may be executed and delivered in any number of counterparts,
each of which, when so executed and delivered, shall be and constitute an
original and one and the same document.


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

                                    BORROWER:

                                    ENGLE HOMES, INC., a Florida corporation

                                        \s\ DAVID SHAPIRO
                                    By: -------------------------------------
                                        Name: David Shapiro
                                        Title: Vice President
                                                                       (SEAL)


                                    GUARANTORS:

                                    ENGLE HOMES/ORLANDO, INC.,
                                    ENGLE HOMES/PALM BEACH, INC.,
                                    ENGLE HOMES/BROWARD, INC.,
                                    ENGLE HOMES/PEMBROKE, INC.,
                                    ENGLE HOMES/GULF COAST, INC.,
                                    ENGLE HOMES/ATLANTA, INC. (f/k/a Engle
                                          Homes/Dade, Inc.),
                                    ENGLE HOMES/SOUTHWEST FLORIDA, INC. (f/k/a
                                          Engle Homes/Naples, Inc.),
                                    ENGLE HOMES/LAKE BERNADETTE, INC.,
                                    ENGLE HOMES/COLORADO, INC. (f/k/a Park Engle
                                          Homes, Inc.),
                                    ENGLE HOMES/ARIZONA, INC. (f/k/a Engle
                                          Homes/Maryland, Inc.),
                                    ENGLE HOMES/NORTH CAROLINA, INC.,
                                    ENGLE HOMES/TEXAS, INC.,
                                    ENGLE HOMES/VIRGINIA, INC.,
                                    GREENLEAF HOMES, INC.,
                                      26
                                    PREFERRED BUILDERS REALTY, INC.,
                                    PREFERRED HOME MORTGAGE COMPANY,
                                    UNIVERSAL LAND TITLE, INC.,
                                    PEMBROKE FALLS REALTY, INC.,
                                    ST. TROPEZ AT BOCA GOLF, INC.,
                                    ENGLE HOMES/JACKSONVILLE,INC.
                                    and BANYAN TRAILS, INC., each a Florida
                                    corporation, ENGLE HOMES/ARIZONA
                                    CONSTRUCTION, INC., an Arizona corporation,
                                    UNIVERSAL LAND TITLE OF COLORADO, INC., a
                                    Colorado corporation, and ENGLE HOMES
                                    REALTY, INC., a Georgia corporation


                                        \s\ DAVID SHAPIRO
                                    By: ------------------------------
                                        Name:  David Shapiro
                                        Title: Vice President
                                                     (CORPORATE SEALS)


                                    ENGLE HOMES DELAWARE, INC. and ENGLE HOMES
                                    FINANCING, INC., each a Delaware corporation


                                        \s\ MILDRED F. SMITH
                                    By: ------------------------------
                                        Name:  Mildred F. Smith
                                        Title: President
                                                     (CORPORATE SEALS)


                                    BANKS:

                                    SUNTRUST BANK (F/K/A SUNTRUST BANK, SOUTH
                                    FLORIDA, NATIONAL ASSOCIATION)

                                        \s\ JEFFREY I. SHULMAN
                                    By: -------------------------------
                                        Name: Jeffrey I. Shulman
                                        Title: Senior Vice President


                                    BANK OF AMERICA, NATIONAL ASSOCIATION, a
                                    national banking association, successor in
                                    interest to NationsBank, N.A.

                                        \s\ KELLEY P. PRENTISS
                                    By: -------------------------------
                                        Name:  Kelley P. Prentiss
                                        Title:  Vice President


                                    GUARANTY FEDERAL BANK, FSB

                                        \s\ KEVIN DELOZIER
                                    By: -------------------------------
                                        Name:   Kevin DeLozier
                                        Title:  Assistant Vice President
                                      27


                                    BANK ONE, NA (MAIN OFFICE CHICAGO) (F/K/A
                                    THE FIRST NATIONAL BANK OF CHICAGO,
                                    successor in interest to Bank One, Arizona,
                                    N.A.)

                                        \s\ F. PATT SCHIEWITZ
                                    By: --------------------------------
                                        Name:   F. Patt Schiewitz
                                        Title:  Senior Vice President



                                    WELLS FARGO BANK WEST (F/K/A NORWEST BANK
                                    COLORADO, NATIONAL ASSOCIATION)

                                        \s\ ALLISON GALLAGHER
                                    By: --------------------------------
                                        Name:  Allison Gallagher
                                        Title: Vice President




                                    AGENT:

                                    SUNTRUST BANK (F/K/A SUNTRUST BANK, SOUTH
                                    FLORIDA, NATIONAL ASSOCIATION)


                                        \s\ JEFFREY I. SHULMAN
                                    By: ---------------------------------
                                        Name: Jeffrey I. Shulman
                                        Title: Senior Vice President

























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                                     SCHEDULE "A"

                            Existing Banks and Commitments




SunTrust Bank, South Florida, National Association           $38,235,294

Bank of America, National Association                        $21,799,307

Guaranty Federal Bank, FSB                                   $19,550,173

The First National Bank of Chicago                           $11,764,706

Wells Fargo Bank West                                         $8,650,520











































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