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, 1998         
                                       ----------------
                                        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, 1998: 11,163,181


<PAGE>
                    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,
                                                  1998         1997   
                                               -----------  -----------      
                                               (Unaudited)            
<S>                                            <C>          <C>
                      ASSETS
          
CASH 
  Unrestricted                                    $  19,598  $  15,565
  Restricted                                          1,135        981
INVENTORIES                                         354,165    230,108
PROPERTY AND EQUIPMENT, net                           4,124      2,623
OTHER ASSETS                                         21,139     18,979
GOODWILL                                              5,375      5,627
MORTGAGE LOANS HELD FOR SALE                         22,328     14,529 
                                                  ---------  ---------
     TOTAL ASSETS                                 $ 427,864  $ 288,412
                                                  =========  =========
          
                    LIABILITIES

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES          $  30,276  $  21,167
CUSTOMER DEPOSITS                                    11,267      7,472
BORROWINGS                                           58,466     82,064     
SENIOR NOTES PAYABLE (including  
  $4,840 to related parties in 1997)                149,263     40,000     
CONVERTIBLE SUBORDINATED NOTES                                  30,000
FINANCIAL SERVICES BORROWINGS                        22,328     14,529      
                                                  ---------  ---------
     TOTAL LIABILITIES                            $ 271,600  $ 195,232        
                                                  ---------  ---------
                               
               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 11,163,181        
  and 6,931,693, respectively                           112         69
ADDITIONAL PAID-IN CAPITAL                          103,037     47,852
RETAINED EARNINGS                                    53,115     45,259
                                                  ---------  ---------
     TOTAL SHAREHOLDERS' EQUITY                     156,264     93,180
                                                  ---------  ---------
                                                  $ 427,864  $ 288,412
                                                  =========  =========


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


                                        2                             

<TABLE>
                         ENGLE HOMES, INC. AND SUBSIDIARIES
                         Consolidated Statements of Income
                                   (Unaudited)
                    (dollars in thousands, except per share data)
<CAPTION>
                                   THREE MONTHS ENDED      NINE MONTHS ENDED
                                        JULY 31,               JULY 31,
                                  ---------------------  ---------------------
                                    1998        1997        1998        1997
                                  ---------   ---------  ---------   ---------
<S>                               <C>         <C>        <C>         <C>
REVENUES
  Sales of homes                  $ 149,963   $ 103,079  $ 345,315   $ 296,758
  Sales of land                         762         675     11,127       6,254
  Rent and other                        881         356      2,049         967
  Financial services                  5,219       3,015     13,086       8,374
                                  ---------   ---------  ---------   ---------
                                    156,825     107,125    371,577     312,353
                                  ---------   ---------  ---------   ---------
COSTS AND EXPENSES
  Cost of sales - homes             128,532      88,100    293,561     253,637
  Cost of sales - land                  736         635     10,069       5,693
  Selling, marketing, general
  and administrative                 15,022       9,791     37,753      29,204
  Depreciation and amortization         857         567      2,092       1,839
  Financial services                  3,510       2,176      9,178       6,507
                                  ---------   ---------  ---------   ---------
                                    148,657     101,269    352,653     296,880
                                  ---------   ---------  ---------   ---------
INCOME BEFORE INCOME TAX AND
EXTRAORDINARY ITEMS                   8,168       5,856     18,924      15,473
  Provision for income taxes          3,145       2,254      7,286       5,957
                                  ---------   ---------  ---------   ---------
INCOME BEFORE EXTRAORDINARY ITEMS     5,023       3,602     11,638       9,516
                                                     
  Loss on extinguishment of debt, 
  net of income taxes                (1,802)                (2,612)    
                                  ---------   ---------  ---------   ---------
NET INCOME                        $   3,221   $   3,602  $   9,026   $   9,516
                                  =========   =========  =========   =========
Net income per share before
extraordinary items
  Basic                           $    0.45    $   0.52  $    1.22   $    1.37
  Diluted                         $    0.44    $   0.43  $    1.18   $    1.14

Extraordinary items
  Basic                           $   (0.16)             $   (0.27)
  Diluted                         $   (0.16)             $   (0.25)

Net income per share
  Basic                           $    0.29    $   0.52  $    0.95   $    1.37
  Diluted                         $    0.28    $   0.43  $    0.93   $    1.14
                                                      
Shares used in earnings per  
share calculations
  Basic                              11,152       6,930      9,572       6,930
  Diluted                            11,369       9,106     10,326       9,106
<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, 1998
                                 (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, 1997          6,932   $  69   $   47,852   $ 45,259  $ 93,180  

  Net Income for the
  Nine Months Ended
  July 31, 1998                                           9,026     9,026 

  Dividends to
  Shareholders                                           (1,170)   (1,170)   

  Issuance of                    
  common stock            3,105      31       39,472               39,503
  
  Common stock issued in
  connection with 
  conversion of debt      1,100      11       15,391               15,402

  Common stock issued
  in connection with
  employee stock bonus
  plan                        9                  140                  140 
                    
  Common stock issued
  in connection with
  exercise of stock
  options                    17       1         182                   183
                         ------   -----  ----------    --------  -------- 
Amounts at 
July 31, 1998            11,163   $ 112  $  103,037    $ 53,115  $156,264 
                         ======   =====  ==========    ========  ========  








<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)
                              (dollars in thousands)
<CAPTION>                                              
                                                         NINE MONTHS ENDED  
                                                              JULY 31,       
                                                       --------------------- 
                                                          1998        1997  
                                                       ---------   --------- 
<S>                                                    <C>         <C>     
NET CASH REQUIRED BY OPERATING     
   ACTIVITIES                                          $ (97,397)  $ (13,538)
     
                                                       ---------   --------- 
CASH FLOWS FROM INVESTING ACTIVITIES
   Net acquisitions of    
   property and equipment                                 (2,947)       (363)
                                                       ---------   --------- 
   Net cash required by 
   investing activities                                   (2,947)       (363)
                                                       ---------   --------- 
CASH FLOWS FROM FINANCING ACTIVITIES
   Increase in borrowings                                183,347      47,510 
   Repayment of borrowings                              (206,945)    (42,399)
   Proceeds from issuance of senior notes                145,875 
   Redemption of bonds                                   (56,415)
   Proceeds from issuance common stock                    39,503
   Distribution to shareholders                           (1,170)     (1,525)
   Proceeds from exercise of stock options                   182
                                                       ---------   --------- 
   Net cash provided by                           
   financing activities                                  104,377       3,586
                                                       ---------   --------- 
NET INCREASE (DECREASE) IN CASH                            4,033     (10,315)
                                   
CASH AT BEGINNING OF PERIOD                               15,565      18,262 
                                                       ---------   --------- 

CASH AT END OF PERIOD                                  $  19,598   $   7,947 
                                                       =========   ========= 












<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, 1998 and results of its operations and its cash flows
for the period then ended and period ended July 31, 1997.  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, 1997.  Results of operations for this period 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; 
Virginia and Maryland.  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,
                                                         1998         1997   
                                                       ---------   ---------
                                                                    
<S>                                                    <C>         <C>
Land and improvements for residential homes  
under development                                      $ 267,954   $ 182,279
 
Residential homes under construction                      84,927      46,049

Land zoned for commercial development                      1,284       1,780
                                                       ---------   ---------
                                                       $ 354,165   $ 230,108
                                                       =========   =========













</TABLE>
                                        6

<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,
                                   --------------------   ------------------  
                                    1998         1997      1998       1997
                                   -------     -------    -------    -------
<S>                                <C>         <C>        <C>        <C>   
Interest capitalized,
beginning of period                $16,617     $16,800    $16,378    $16,821

Interest incurred and
capitalized                          4,733       3,811     13,010     11,626

Amortized to cost of sales-homes    (5,119)     (3,775)   (11,767)   (11,085)

Amortized to cost of sales-land        (24)        (98)    (1,414)      (624)
                                   -------     -------    -------    -------
Interest capitalized, end 
of period                          $16,207     $16,738    $16,207    $16,738
                                   =======     =======    =======    ======= 
                
</TABLE>

NOTE 4 SHAREHOLDERS' EQUITY AND SENIOR NOTES PAYABLE 

     On May 14, 1998, the Company declared a cash dividend of $.04 per
share to shareholders of record on June 5, 1998, which was paid on
June 25, 1998. 

     On October 17, 1997, the Company announced the early redemption of $15.0
million of its 7% Convertible Subordinated Debentures due 2003.  On November 18,
1997, the Company redeemed approximately $14.6 million aggregate principal
amount of the debentures.  In addition during the quarter ending January 31,
1998, $570,000 of the 7% Convertible Subordinated Notes were converted by the
holders into approximately 41,000 shares of Common Stock.  During the three
months ended April 30, 1998, the remaining 14.8 million of the debentures were
converted into approximately 1.1 million shares of common stock.

     In February 1998, the Company received net proceeds of approximately $137.1
million from the sale of 3.1 million shares of common stock and $100 million
principal amount of 9.25% Senior Notes due 2008.  Proceeds from these offerings
were used to repay existing indebtedness and for general corporate purposes.

     On June 9, 1998, the Company sold in a private placement pursuant to Rule
144A, $50,000,000 of 9.25% Series B Senior Notes due 2008 ("Series B Notes) and
called for the early redemption of the $40,000,000 outstanding principal amount
of such 11.75% Senior Notes ("Existing Notes").  The Company used the net
proceeds from the Series B Notes primarily to redeem the Existing Notes and
repayment of certain bank indebtedness.






                                        7
<TABLE>
NOTE 5 EARNINGS PER SHARE (dollars in thousands except per share data)
<CAPTION>                                              

      During the first quarter of fiscal 1998, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings per Share."  As a
result, all previously reported earnings per share data has been restated to
conform with SFAS No. 128.  Basic and diluted earnings per share are calculated
as follows: 

                                 For the Three Months      For the Nine Months
                                   Ended July 31,            Ended July 31,
                                   1998        1997           1998     1997  
                                 -------      -------       -------   -------
<S>                              <C>          <C>           <C>       <C>

Basic:
  Net income before
  extraordinary item             $ 5,023      $ 3,602       $11,638   $ 9,516 
                                                     
  Weighted average number of                                               
  shares outstanding              11,152        6,930         9,572     6,930

  Basic earnings per share          0.45         0.52          1.22      1.37

Diluted:
  Net income before
  extraordinary item             $ 5,023      $ 3,602       $11,638   $ 9,516
  
  Interest on 7% convertible
  debentures reflected in cost 
  of sales, net of tax effect                     346           506       857

                                 -------      -------       -------   -------
  Net income applicable to
  diluted common shares          $ 5,023      $ 3,948       $12,144   $10,373
                                 =======      =======       =======   =======



 Weighted average number of
 common shares outstanding        11,152        6,930         9,572     6,960
 Weighted average shares
 issuable from assumed
 exercise of 7% convertible
 debentures                                     2,143           549     2,143
 Options to acquire common stock     217            3           205         3
 Other common stock equivalents                    30                      30
                                 -------      -------       -------   -------
 Diluted weighted average
 common shares outstanding        11,369        9,106        10,326     9,106
                                 -------      -------       -------   -------
 Diluted earnings per share         0.44         0.43       $  1.18   $  1.14
                                 =======      =======       =======   =======


</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,
                                  -----------------    -----------------
                                   1998      1997       1998      1997 
                                  ------    -------    ------    -------
<S>                               <C>       <C>        <C>       <C>       
Total Revenues                    100.0%    100.0%     100.0%    100.0%
Costs of home construction and
land sales                         82.4      82.8       81.7      83.0 
Selling, marketing, general and    
administrative expense              9.6       9.1       10.2       9.3
Income before taxes and 
extraordinary items                 5.2       5.5        5.1       5.0
</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 four to five months.
The following table sets forth the Company's backlog for the periods indicated:
<CAPTION>                                                                  
                                           July 31, 
                                     (dollars in thousands)         
                                  1998                     1997       
                            ----------------         ----------------
                            Units    Dollars         Units   Dollars 
                            -----  ---------         -----  ---------  
<S>                         <C>    <C>               <C>    <C>  
South Florida                 371     75,800           389  $  88,300
Orlando                       319     62,100           165     32,200
West Coast Florida            187     30,800            71     11,600
Texas                         160     25,500            55      9,200
Denver                        203     41,500            98     19,400  
Virginia/Maryland              64     17,600            49     12,500
North Carolina                 29      5,000            10      2,200
Atlanta                        19      3,000             0          0
Arizona                       190     39,300            13      2,700
                            -----  ---------         -----  ---------        
TOTAL                       1,542  $ 300,600           850  $ 178,100 
                            =====  =========         =====  ========= 
</TABLE>

                                        9

     The increase in unit backlog at July 31, 1998 was due to a record 878
new homes sales contracts signed during the three months ended July 31, 1998. 
This represents a 101% increase in the number of new home sales contracts
signed, when compared with 437 contracts in the quarter ended July 31, 1997.
The Company is currently marketing 80 subdivisions at July 31, 1998, compared
to 66 subdivisions at July 31, 1997, including 16 subdivisions in South Florida;
16 in Central Florida; 14 in West Coast Florida; 11 in Denver, CO; 5 in Dallas,
TX; 5 in Virginia and Maryland; 3 in Raleigh, North Carolina; 7 in Phoenix,
Arizona and 3 in Atlanta, Georgia.

Result of Operations:                                                      

Three Months Ended July 31, 1998 compared to July 31, 1997.

     The Company's revenues from home sales for the quarter ended July 31, 1998
increased $46.9 million (or 45.5%) compared to the same period in fiscal 1997.
The number of homes delivered increased 50.3% (to 780 from 519) and the average
selling price of homes delivered decreased 3.5% (to $192,000 from $199,000). 
The increase of revenues and homes delivered is primarily attributable to the
increase in backlog at April 30, 1998 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 periods with any degree of certainty.

     Cost of home sales increased $40.4 million (or 45.9%) compared to the
quarter ended July 31, 1997 primarily due to the related increase in home
sale revenues.  Cost of home sales as a percentage of home sales increased to 
85.7% from 85.5% as a result of the product mix of homes delivered.
 
     The Company's selling, marketing, general and administrative ("S,G&A")
expenses increased approximately $5.2 million (or 53.4%) during the three months
ended July 31, 1998, as compared to the corresponding fiscal 1997 period,
primarily due to selling and marketing expenses associated with the increased
number of homes delivered during the period and an increase in selling
expenditures related to an increase in the number of residential subdivisions. 
S,G&A expenses as a percentage of total revenues for the three months ended
July 31, 1998 increased to 9.6% compared to 9.1%, primarily due to an
increase in selling expenditures related to an increase in the number of
residential subdivisions and an increase in sales commission expense due to
higher in-house and broker sales commissions.
   
     Primarily as a result of an increase in revenues, net income before
extraordinary item increased by $1.4 million in the three months ended July 31,
1998 from the comparable period in fiscal 1997.

Nine Months Ended July 31, 1998 compared to July 31, 1997.

     The Company's revenues from home sales for the nine months ended
July 31, 1998 increased $48.6 million (or 16.4%) compared to the same period in
fiscal 1997. The number of homes delivered increased 21.4% (to 1788 from 1473)
and the average selling price of homes delivered decreased 4% (to $193,000
from $201,000).  The increase of revenues and homes delivered is primarily 
attributable to a an increase in backlog during the nine months ended July 31,
1998 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 periods
with any degree of certainty.
                                       10
     The Company's revenues from land sales increased approximately $4.9 million
during the nine months ended July 31, 1998, as compared to the same period
in fiscal 1997, primarily as a result of an increase in commercial land sales
at Pembroke Falls, a master-planned community in South Florida.  Cost of land
sales as a percentage of land sales were comparable for the nine months ended
July 31, 1998 and the same period in fiscal year 1997.

     Cost of home sales increased $39.9 million (or 15.7%) compared to the same
period in fiscal 1997 primarily due to the related increase in home sales
revenue.  Cost of home sales as a percentage of home sales decreased to 85.0%
from 85.5% as a result of the product mix of homes delivered.
 
     The Company's selling, marketing, general and administrative ("S,G&A")
expenses increased approximately $8.5 million (or 29.3%) during the nine months
ended July 31, 1998, as compared to the corresponding fiscal 1997 period,
primarily due to selling and marketing expenses associated with the increased
number of homes delivered during the period and an increase in selling
expenditures related to an increase in the number of residential subdivisions.
S,G&A expenses as a percentage of total revenues for the nine months ended July
31, 1998 increased to 10.2% compared to 9.3%, primarily due to an increase in
selling expenditures related to an increase in the number of residential
subdivisions and an increase in sales commission expense due to higher in-house
and broker sales commissions.
   
     Primarily as a result of the increase in revenues, net income before
extraordinary item increased by $2.1 million in the nine months ended July 31,
1998 from the comparable period in fiscal 1997.

Liquidity and Capital Resources

     The Company's financing needs depend upon its construction volume, asset
turnover and land acquisitions.  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 borrowing as permitted under the Company's bank credit facilities.

     At July 31, 1998, the Company had outstanding $19.1 million of purchase
money mortgages and bank borrowings of $39.4 million under its Revolving Credit
Facility, and had available additional borrowings of $13.0 million.

     On May 28, 1998, the Company entered into a new Revolving Credit Facility.
The Revolving Credit Facility provides for up to $170 million of unsecured
borrowings.  Borrowings under the Revolving Credit Facility generally bear
interest at a fluctuating rate based upon the prime rate, the federal funds rate
or LIBOR.  All outstanding borrowings under the Revolving Credit  Facility are
due in May 2001.  The Revolving Credit Facility contains various operating and
financial covenants and all of the Company's subsidiaries are guarantors of the
Company's obligations under the Revolving Credit Facility.  Available
borrowings under the Revolving Credit Facility are limited to certain
percentages of finished lots, construction costs, land and land under
development.

     The Revolving Credit Facility replaced all of the Company's secured lines
of credit other than the Warehouse Line of Credit.  All amounts outstanding
under the secured lines of credit have been repaid with the proceeds of
borrowings under the Revolving Credit Facility.  The Company believes that
amounts generated from operations and additional borrowings under the Revolving
Credit Facility will provide adequate funds to finance its homebuilding
activities and meet its debt service requirements for fiscal year 1998.
                                       11
     On October 17, 1997, the Company announced the early redemption of $15.0
million of its 7% Convertible Subordinated Debentures due 2003.  On November 18,
1997, the Company redeemed approximately $14.6 million aggregate principal
amount of the debentures.  The Company established a $15.0 million short term
unsecured credit facility to fund this redemption.  During the three months
ended July 31, 1998 the Company converted 14.8 million of the debentures into
approximately 1.1 million shares of common stock.

     In February 1998, the Company received net proceeds of approximately $137.1
million from the sale of 3.1 million shares of common stock and $100 million
principal amount of 9.25% Senior Notes due 2008.  Proceeds from these offerings
were used to repay existing indebtedness and for general corporate purposes.

     On June 9, 1998, the Company sold in a private placement pursuant to Rule
144A, $50,000,000 of 9.25% Series B Senior Notes due 2008 ("Series B Notes) and
called for the early redemption of the $40,000,000 outstanding principal amount
of such 11.75% Senior Notes ("Existing Notes").  The Company used the net
proceeds from the Series B Notes primarily to redeem the Existing Notes and
repayment of certain bank indebtedness.

     Preferred Home Mortgage Company ("PHMC") has a warehouse line of credit in
the amount of $30 million which is guaranteed by the Company.  At July 31,
1998, PHMC had outstanding borrowings of $22.3 million pursuant to such credit
line from origination of mortgage loans.

Land Acquisition and Construction Financing

     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 acquisition of
various parcels, whether outright or through options.  During the nine months
ended July 31, 1998, the Company increased land inventories approximately $85.7
million to provide land for continued growth.
                     
     The Company has increased 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.  However, the
Company's ability to undertake significant additional  projects is expected to
depend in part upon the availability of financing on satisfactory terms.  To
date, the Company has not had any significant difficulties in securing
acquisition, development and construction financing and, except with respect
to major land acquisitions, management believes that such financing will
continue to be available on satisfactory terms.  However, there can be no
assurance that sufficient financing on satisfactory terms will continue to be
available.

Year 2000 Issues

      The Company conducts its business primarily with commercial software
provided by third party vendors.  After an analysis of the Company's exposure
to the impact of year 2000 issues, management believes that such commercial
software is substantially year 2000 compliant and that completion of the year
2000 compliance is not expected to have a material impact on the Company's
business, operations or financial condition.  Management is not in a position
to evaluate the extent, if any, to which any year 2000 issues that may affect
the economy generally or any of its subcontractors, suppliers or vendors in
particular would also be likely to affect the Company.


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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.

Part II - Other Information

Item 1-6  Not applicable.



     
                                       

                                         
































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                                   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:  September 2, 1998                         \s\ ALEC ENGELSTEIN
------------------------                         ------------------------
                                                       Alec Engelstein
                                                  Chief Executive Officer  


          
Date:  September 2, 1998                         \s\ DAVID SHAPIRO
------------------------                         ------------------------
                                                       David Shapiro
                                                  Chief Financial Officer





























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