Securities and Exchange Commission
                            Washington D.C.  20549

                                  FORM 10-Q

[  X  ]    Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange  Act  of  1934  For  the  Period  Ended  June  30,  1999.

[      ]  Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange  Act  of  1934  For  the  Transition  Period From -_______________ to
________________.

Commission  file  number    0-22562

<TABLE>

<CAPTION>

     CROSSMANN  COMMUNITIES,  INC.



<S>                                       <C>

INDIANA                                                    35-1880120
----------------------------------------  ---------------------------
 (State of incorporation)                 (I.R.S. Identification No.)
  9210 NORTH MERIDIAN STREET
INDIANAPOLIS, IN                                                46260
----------------------------------------  ---------------------------
(Address of principal executive offices)                   (Zip Code)
(317) 843-9514
----------------------------------------
 (Telephone number)
</TABLE>



Indicate  by check mark whether the registrant (1) has filed all documents and
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
periods  that  the  registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days:  Yes   X  No




     There  were  11,591,132  Common shares outstanding as of August 13, 1999.






<PAGE>
                         CROSSMANN COMMUNITIES, INC.
                                  FORM 10-Q

                                    INDEX

Part  I.  Financial  Information.

     Item  1.          Financial  Statements.

Consolidated  balance  sheets as of June 30, 1999 (unaudited) and December 31,
1998.

Consolidated  unaudited statements of income for the Three Months Ended  June
30,  1999  and  1998,  and  for  the  Six Months ended June 30, 1999 and 1998.

               Consolidated  unaudited  statements  of  cash flows for the six
months  ended  June  30,  1999  and  1998.

               Notes  to  consolidated  unaudited financial statements for the
six  months  ended  June  30,  1999  and                              1998.

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


Part  II.  Other  Information

     Item  1.          Legal  Proceedings.

     Item  2.          Changes  in  Securities.

     Item  3.          Defaults  upon  Senior  Securities.

     Item  4.          Submission  of  Matters  to a Vote of Security Holders.

     Item  5.          Other  Information.

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


Signatures.


<PAGE>
                       PART I.  FINANCIAL INFORMATION.

Item  1.    Financial  Statements

<TABLE>

<CAPTION>

                          CROSSMANN COMMUNITIES, INC.
                               AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS




<S>                                         <C>              <C>

                                            JUNE 30, 1999    DECEMBER 31, 1998
                                            ---------------  ------------------
                                                (UNAUDITED)
                                            ---------------
ASSETS
  Cash and cash equivalents                 $     4,616,342  $       18,011,456
  Retainages                                      1,853,056           1,115,617
  Real estate inventories                       266,773,998         214,197,844
  Furniture and equipment, net                    4,842,356           3,964,369
  Investments in joint ventures                  22,314,740          17,720,878
  Goodwill, net                                  17,802,461          15,395,896
  Other assets                                   16,560,008          13,387,755
                                            ---------------  ------------------
Total assets                                $   334,762,961  $      283,793,815
                                            ===============  ==================


LIABILITIES AND SHAREHOLDERS' EQUITY
  Accounts payable and other liabilities    $    30,425,024  $       32,290,172
  Notes payable                                 140,834,613         101,222,955
                                            ---------------  ------------------
Total liabilities                               171,259,637         133,513,127

Commitments and contingencies

Shareholders' equity:
  Common shares                                  65,504,773          65,154,710
  Retained earnings                              97,998,551          85,125,978
                                            ---------------  ------------------
Total shareholders' equity                      163,503,324         150,280,688
                                            ---------------  ------------------
Total liabilities and shareholders' equity  $   334,762,961  $      283,793,815
                                            ===============  ==================
<FN>

See  accompanying  notes.
</TABLE>







<TABLE>

<CAPTION>

                                  CROSSMANN COMMUNITIES, INC.
                                       AND SUBSIDIARIES

                         CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                    THREE  MONTHS  ENDED  JUNE  30,        SIX  MONTHS  ENDED  JUNE  30,


<S>                                   <C>            <C>           <C>            <C>

                                              1999          1998           1999           1998
                                      -------------  ------------  -------------  -------------

Sales of residential real estate      $136,241,679   $91,226,487   $226,657,752   $147,549,729
Cost of residential real estate sold   108,321,213    72,171,510    180,637,503    116,699,067
                                      -------------  ------------  -------------  -------------
Gross profit                            27,920,466    19,054,977     46,020,249     30,850,662

Selling, general and
 administrative                         14,419,824    10,876,479     25,886,129     18,734,943
                                      -------------  ------------  -------------  -------------
Income from operations                  13,500,642     8,178,498     20,134,120     12,115,719

Other income, net                        1,753,825       984,307      2,320,092      1,503,018
Interest expense                          (548,108)     (398,267)    (1,023,708)      (614,383)
                                      -------------  ------------  -------------  -------------
                                         1,205,717       586,040      1,296,384        888,635
                                      -------------  ------------  -------------  -------------

Income before income taxes              14,706,359     8,764,538     21,430,504     13,004,354
Income taxes                             5,868,107     3,461,949      8,557,931      5,152,582
                                      -------------  ------------  -------------  -------------
Net income                            $  8,838,252   $ 5,302,589   $ 12,872,573   $  7,851,772
                                      =============  ============  =============  =============

Weighted average number of
 common shares outstanding:
     Basic                              11,568,358    11,242,535     11,556,137     11,180,543
     Diluted                            11,812,638    11,489,251     11,788,531     11,417,926
                                      =============  ============  =============  =============
Net income per common share:
     Basic                            $        .76   $       .47   $       1.11   $        .70
     Diluted                          $        .75   $       .46   $       1.09   $        .69
                                      =============  ============  =============  =============
<FN>

See  accompanying  notes.
</TABLE>



<TABLE>

<CAPTION>

                              CROSSMANN COMMUNITIES, INC.
                                    AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


<S>                                                   <C>               <C>

                                                      SIX MONTHS        SIX MONTHS
                                                      ENDED JUNE 30,    ENDED JUNE 30,
                                                      ----------------  ----------------
                                                                 1999              1998
                                                      ----------------  ----------------
OPERATING ACTIVITIES:
Net Income                                            $    12,872,573   $     7,851,772
Adjustments to reconcile net income to net cash
  flows from operating activities:
    Depreciation                                              676,011           307,050
    Amortization                                              364,603           105,848
    Gain on sale of equipment                                     -0-               -0-
    Cash provided (used) by changes in:
      Retainages                                             (737,439)         (596,657)
      Amounts due from related parties                       (324,599)           60,558
      Real estate inventories                             (43,804,306)      (23,564,263)
      Other assets                                         (2,883,028)         (270,700)
      Accounts payable                                     (2,087,903)       (5,828,685)
      Amounts due to related parties                              -0-               -0-
      Accrued expenses and other liabilities                 (588,968)        5,561,656
                                                      ----------------  ----------------
Net cash flows from operating activities                  (36,513,056)      (16,273,421)

INVESTING ACTIVITIES:
Purchases of furniture and equipment                       (1,410,226)         (380,795)
Proceeds from disposition of furniture and equipment              -0-               -0-
Investments in joint ventures                              (4,593,862)       (2,987,495)
Business acquisitions                                      (4,363,760)       (9,669,888)
                                                      ----------------  ----------------
Net cash used by investing activities                     (10,367,848)      (13,038,178)

FINANCING ACTIVITIES:
Proceeds from bank borrowing                              128,641,879        89,977,946
Principal payments on bank borrowing                      (94,817,000)     (105,847,000)
Proceeds from issue of senior notes                               -0-        50,000,000
Payments on notes and long-term debt                         (689,152)              -0-
Proceeds from sale of common shares                           350,063           296,249
                                                      ----------------  ----------------
Net cash provided by financing activities                  33,485,790        34,427,195
                                                      ----------------  ----------------

Net increase in cash and cash equivalents                 (13,395,114)        5,115,596
Cash and cash equivalents at beginning of period           18,011,456         5,526,138
                                                      ----------------  ----------------
Cash and cash equivalents at end of period            $     4,616,342   $    10,641,734
                                                      ================  ================
<FN>

See  accompanying  notes.
</TABLE>



CROSSMANN  COMMUNITIES,  INC.  AND  SUBSIDIARIES

NOTES  TO  UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS

1.    BASIS  OF  PRESENTATION
Crossmann  Communities,  Inc.  ("Crossmann"  or  the  "Company")  is  engaged
primarily  in  the  development,  construction,  marketing  and  sale  of  new
single-family homes for first-time and first move-up buyers.  The Company also
acquires  and  develops  land  for  construction  of such homes and originates
mortgage  loans  for  the  buyers.   The Company operates in Indianapolis, Ft.
Wayne, Lafayette and Southern Indiana; Cincinnati, Columbus and Dayton, Ohio;
Louisville  and  Lexington,  Kentucky;  Memphis  and  Nashville,  Tennessee;
Charlotte  and  Raleigh,  North Carolina; and in Myrtle Beach, South Carolina.

The  accompanying  unaudited  consolidated  financial  statements  have  been
prepared  in  accordance with the instructions to Form 10-Q and  Article 10 of
Regulation  S-X.  Accordingly, the unaudited consolidated financial statements
do  not  include  all  of  the information and footnotes required by generally
accepted  accounting  principles  for  complete  financial statements.  In the
opinion  of  the  Company,  all  adjustments  (consisting  of normal recurring
accruals)  considered  necessary  to present fairly the consolidated financial
statements  have  been  included.


2.    ACQUISITIONS
On  June  18,  1999,  Crossmann  entered the Raleigh, North Carolina market by
acquiring  the  assets of Homes by Huff & Co., Inc. ("Huff") for approximately
$4.8 million in cash and the assumption of approximately $6.5 million in debt.
 The  excess  of  cost  over  estimated  fair  value  of  assets  acquired and
liabilities  assumed  was  approximately  $2.8  million.

This  acquisition    has  been  accounted  for  under  the  purchase method of
accounting  and  the  allocation  of the purchase price to assets acquired and
liabilities  assumed  is  based upon preliminary estimates of fair value.  The
acquisition  was    not    material  to  the  financial  position,  results of
operations, or cash flows of the Company; therefore, pro forma information has
not  been  presented.


3.    JOINT  VENTURES
The  Company  has  entered  into  joint  ventures  with  various  real  estate
developers  and  owns  50%  or less in each venture.  These joint ventures are
accounted  for  using the equity method.  At June 30, 1999, investments in and
advances to these joint ventures totaled approximately $22.3 million, compared
to  approximately  $17.7  million  at  December  31,  1998.


4.    CREDIT  ARRANGEMENTS
On June 11, 1999, the Company amended the credit agreement with its commercial
bank  group,  increasing the size of its credit facility from $80.0 million to
$100.0  million.    At  June  30,  1999, $73.5 million was outstanding on this
facility.

ITEM  2.    MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS  OF  OPERATIONS.

The Company's business and the homebuilding industry in general are subject to
changes  in  economic  conditions,  including,  but not limited to, employment
levels,  interest rates, the availability of credit, and consumer confidence.
The    Company's  success over the past several years has been influenced by a
variety  of  factors  including favorable economic conditions in its principal
markets,  the  availability of capital for expansion, and low interest rates.
To  the  extent  these  conditions  do  not  continue, the Company's operating
results  may  be  adversely  affected.

The Company's business is subject to weather-related seasonal factors that can
affect  quarter-to-quarter results of operations.   Adverse weather conditions
during  the  first  and  second  quarters  of  the  year usually restrict site
development  work,  and  construction  limitations  generally  result in fewer
closings  during  this period.   Results of operation during the first half of
the year also tend to reflect increased costs associated with adverse weather.


RESULTS OF OPERATION:  THREE MONTHS ENDED JUNE 30, 1999  COMPARED TO THE THREE
MONTHS  ENDED  JUNE  30,  1998.

Sales increased approximately $45.0 million, or 49.3%, to approximately $136.2
million in the second quarter of 1999 from approximately $91.2 million for the
same  period  in  1998.   Sales were higher primarily as a result of increased
home  closings; 1,165 homes were closed in the second quarter of 1999 compared
to  812  homes closed during the second quarter of 1998.  Part of the increase
in  closings  is  attributable  to  Crossmann's  presence  in  new  markets:

<TABLE>

<CAPTION>



<S>                       <C>         <C>             <C>             <C>

                                      Closings in     Closings in
                                      second quarter  second quarter
                                      --------------  --------------
City                      Entered in            1999            1998
------------------------  ----------  --------------  --------------
Raleigh                   June 1999                9             -0-
Charlotte                 April 1998              60             -0-
Nashville                 July  1998              17             -0-
Myrtle Beach              June 1998              107              27
                                      --------------  --------------

     New market increase                         193              27  614.8%
     All other markets                           972             785   23.8%
</TABLE>



Excluding  the  new  markets,  the Company closed 187 more units in the second
quarter  of  1999  than  in  the second quarter of 1998, an increase of 23.8%.

Gross  profit increased approximately $8.9 million, or 46.5%, to approximately
$27.9  million for the second quarter of 1999 from approximately $19.1 million
for  the  second  quarter of 1998.  This represents a gross margin of 20.5% of
sales  in  the  second  quarter  of  1999 as compared to 20.9% of sales in the
second  quarter  of 1998. The lower margin in 1999 is due in part to increased
use  of  financing  assistance programs in 1999 compared to 1998 and to higher
indirect  field  costs  and interest incurred to achieve the higher production
level.    Some  commodity  prices were higher in the quarter, but, in general,
these  costs  were  offset  by  increased  prices  to  the  consumer.

Selling,  general  and  administrative  expenses  increased approximately $3.5
million,  or  32.5%,  to approximately $14.4 million for the second quarter of
1999  from  approximately  $10.9  million for the second quarter of 1998. This
increase  is  principally  increased  sales  commissions  on  the higher sales
volume.    It  also  reflects  increased  overhead  incurred to achieve higher
production.    Selling,  general  and  administrative  expenses  declined as a
percentage  of  sales to 10.6% in the second quarter of 1999 from 11.9% in the
second  quarter  of  1998.

Income  before   income taxes  increased approximately $5.9 million, or 67.8%,
to  approximately $14.7 million. The Company's effective tax rate was 39.9% in
the second quarter of 1999 as compared to 39.5% in the second quarter of 1998.
 Net  income  increased approximately $3.5 million, or 66.7%, to approximately
$8.8  million.    Net income as a percentage of sales increased to 6.5% in the
second  quarter  of  1999,  compared  to  5.8%  in the second quarter of 1998.


RESULTS  OF  OPERATION:    SIX  MONTHS ENDED JUNE 30, 1999 COMPARED TO THE SIX
MONTHS  ENDED  JUNE  30,  1998.

Sales increased approximately $79.1 million, or 53.6%, to approximately $226.7
million  for  the  six  months  ended  June 30, 1999 from approximately $147.5
million  for  the six months ended June 30, 1998.  Sales were higher primarily
as  a  result  of  increased home closings; 1,938 homes were closed in the six
months  ended  June  30,  1999,  compared to 1,291 homes closed during the six
months  ended  June  30,1998.   Selling prices were also higher, approximately
$117,000  per  home  for  the  six  months  ended June 30, 1999 as compared to
approximately  $114,300  during the same period in 1998.  Part of the increase
in  closings  is  attributable  to  Crossmann's  presence  in  new  markets:

<TABLE>

<CAPTION>



<S>                       <C>         <C>             <C>             <C>

                                      Closings in     Closings in
                                      second quarter  second quarter
                                      --------------  --------------
City                      Entered in            1999            1998
------------------------  ----------  --------------  --------------
Raleigh                   June 1999                9             -0-
Charlotte                 April 1998              80             -0-
Nashville                 July  1998              23             -0-
Myrtle Beach              June 1998              178              27
                                      --------------  --------------

     New market increase                         290              27  974.1%
     All other markets                         1,648           1,264   30.4%
</TABLE>



Excluding these new markets, the Company closed 384 more units in 1999 than in
1998,  an  increase  of  30.4%.

Gross profit increased approximately $15.2 million, or 49.2%, to approximately
$46.0  million.  This represents a gross margin of 20.3% of sales in the first
six  months  of  1999 as compared to 20.9% of sales in the first six months of
1998.  The  lower  margin in 1999 is due in part to increased use of financing
assistance  programs  in  1999  compared  to 1998 and to higher indirect field
costs  and  interest  incurred  to  achieve the higher production level.  Some
commodity prices were higher in the quarter, but, in general, these costs were
offset  by  increased  prices  to  the  consumer.

Selling,  general  and  administrative  expenses  increased approximately $7.2
million  ,  or  38.2%  ,  to  approximately  $25.9  million.  This increase is
principally increased sales commissions on the higher sales volume.  Crossmann
also  incurred  higher advertising and administrative expenses associated with
the  higher  level of production and required by the Company's new divisions.
Selling, general and administrative expenses as a percentage of sales declined
to  11.4%  in the first six months of 1999, compared to 12.7% in the first six
months  of    1998.

Income  before income taxes increased approximately $8.4 million, or 64.8%, to
approximately  $21.4  million.   The Company's effective tax rate was 39.9% in
the  first  six months of 1999 as compared to 39.6% in the first six months of
1998.      Net  income  increased  approximately  $5.0  million,  or 64.0%, to
approximately $12.9 million.  Net income as a percentage of sales increased to
5.7%  in  1999,  up  from  5.3%  in  1998.

CHANGES  IN  FINANCIAL  POSITION

Inventory
Real  estate inventories increased approximately $52.6 million, or 24.5%, from
their  December  31, 1998 level.  Expansion in inventory during the first half
of  the  year  is  a  normal  seasonal trend.  Winter and spring weather slows
closings  but  does  not  prevent  work  on  houses  under  construction  from
continuing.    Therefore,  investment  in inventory generally grows during the
first  half of the year.  Inventories also increased due to the acquisition of
Huff  on  June  18,  1999.

Goodwill
Goodwill  increased  approximately $2.4 million or 15.6% during the first half
of  1999  due  primarily  to  the  acquisition  of  Huff.

Notes  Payable
Notes  payable  increased  approximately  $39.6  million  during the first six
months  of  1999  as  borrowings were used to finance real estate inventories,
acquisitions,  and  joint  venture  investments.

CAPITAL  RESOURCES  AND  LIQUIDITY

At  June 30, 1999, the Company had approximately $4.6 million in cash and cash
equivalents.

The  Company's  primary  uses  of  capital are home construction costs and the
purchase  and development of land.  Real estate inventories were approximately
$266.8 million, or 79.7% of total assets, at June 30, 1999, compared to $214.2
million  or 75.5% of total assets at December 31, 1998.   Capital is also used
for  the  addition  and  improvement  of  equipment  used in administering the
business  and  for  model  home  furnishings.

Cash  expenditures  are financed with cash from operations and with borrowings
on  a $100.0 million unsecured line of credit, with Bank One, Indiana, N.A. as
agent.    The line of credit bears interest at the banks's prime lending rate,
but  permits  portions  of  the  outstanding balance to be committed for fixed
periods  of  time  at  a  rate  equal to LIBOR plus 1.45%. The credit facility
matures  March  31,  2002.  At June 30, 1999, $67.7 million was outstanding on
this  line.

The Company also has approximately $66.7 million in senior notes outstanding.
Of  this total, $16.7 million is payable through 2004 at a fixed interest rate
of  7.625%, payable quarterly.  On  December 21, 1999, the Company will make a
scheduled  reduction    in the outstanding principal balance of these notes of
$2,777,778.    Crossmann has an additional $50.0 million in notes outstanding,
payable  through  2008  at a fixed interest rate of 7.75%, payable quarterly.
Annual  principal  reductions  of  $8,333,334  begin  June  11,  2003.

The  note  agreements  and  the  bank  line  of credit require compliance with
certain financial and operating covenants and place certain limitations on the
Company's  investments  in  land  and  unconsolidated  joint  ventures.    The
agreements  also  restrict  payments of cash dividends on the common shares by
the  Company.

The  Company's  credit arrangements are expected to provide adequate liquidity
for  planned  internal growth and capital expenditures.  In the event that the
Company seeks to accelerate growth through the acquisition of large parcels of
land  or  of other homebuilding companies, additional capital may be needed.
The  Company  believes that such capital could be obtained from banks or other
financing alternatives, from the issuance of additional shares, or from seller
financing;  however, there can be no assurances that the Company would be able
to  secure  the  necessary  capital.

BACKLOG

A  home  is  included  in  "backlog" upon execution of a sales contract by the
customer; sales and cost of sales are recognized when the title is transferred
and  the  home  is delivered to the buyer at "closing." The  Company generally
builds upon the execution of a sales contract by a customer and after approval
of  financing,  although  it  also  builds  a  limited  number  of  homes  on
speculation.   The standard sales contract used by the Company provides for an
earnest  money deposit of $1,000.  The contract usually includes a termination
provision under which the earnest money is refunded in the event that mortgage
financing is not available on terms specified in the contract, and may include
other  contingencies.    Cancellations by buyers with approved financing occur
infrequently.

Backlog  at  June  30,  1998  was 3,032 homes with an aggregate sales value of
approximately  $359.1 million, compared to 2,234 homes with an aggregate sales
value  of  approximately $250.4 million at June 30, 1998.  The increase in the
number  of  homes  in  backlog  is  approximately 35.7%.  Starting backlog was
higher, with 1,744 in backlog at January 1, 1999, compared to 1,080 at January
1,  1998.  New  orders  in  the first half of 1999 were  higher as well: 3,226
contracts were written in the first half of 1999 as compared to 2,445 in 1998,
an  increase  of  31.9%.   In addition, Crossmann acquired 66 homes in backlog
with  its  acquisition  of  Huff.

YEAR  2000  SYSTEM  REQUIREMENTS

        Risks  presented  by  the  year  2000  Issue.
        Crossmann's  management  believes  that the Company's core selling and
construction  operations  are  largely  unautomated  and  would  continue
uninterrupted  even in the event of Year 2000 problems.  As for accounting and
administration,  the  Company's software is largely not date-dependent.  Dates
are  carried  for  informational  purposes  and  are  not  generally  used  in
computations.

Systems  testing.
The  manufacturer  of the computer on which Crossmann's central accounting and
management  information  systems  resides  has certified that its hardware and
operating system software are Year 2000 compliant.  The Company's applications
software  has  been tested in the course of normal maintenance.  The Company's
programmers  have  identified those few instances where dates are compared and
have  initiated  corrections to handle the date change properly. Equipment and
software  peripheral  to  Crossmann's central system are being tested for Year
2000  compliance.    Any  replacements or upgrades required are expected to be
complete  by  mid-1999.

Costs.
The  cost  and timing of upgrades to hardware and software corrections are not
deemed  to  be  materially  different  than  normally  scheduled  upgrades.

Contingency  plans.
Management's  contingency  plans,  which are intended to enable the Company to
continue  to  operate  normally,  include performing some procedures manually,
changing  suppliers,  if  necessary,  and  repairing  or obtaining replacement
systems.

OTHER  BUSINESS  CONDITIONS

Inflation
The Company, as well as the homebuilding industry in general, may be adversely
affected  during  periods  of high inflation, primarily because of higher land
and  construction  costs.    To date, inflation has not had a material adverse
effect  on  the  Company's  business,  financial  condition,  and  results  of
operations.    However,  there  is no assurance that inflation will not have a
material adverse impact on the Company's future business, financial condition,
and  results  of  operations.

Interest  Rates
Mortgage  loan interest rates have climbed during the year.  From their low of
approximately  6.74% in  January , mortgage rates had climbed almost 100 basis
points  by  mid-July.    The  Company  has experienced many such interest rate
changes  in  its  history  and  responds  to them by counseling customers from
fixed-rate  instruments to adjustable-rate mortgage products.  The Company may
also  assist  by  contributing  funds  to  lock  in  or  buy  down rates, thus
protecting  the  customer  from  significant interest rate fluctuation.  These
measures  impact  margins  slightly  but  secure the Company's backlog.  These
strategies  have  been  effective  in the past; however, there is no assurance
that  interest  rates will not have a material adverse impact on the Company's
future  business,  financial  condition,  and  results  of  operations.

Seasonality
The  Company's  business  is subject to weather-related seasonal factors which
can  affect  quarterly  results  of  operations.   During the first and second
quarters  of  the  year,  weather conditions usually restrict site development
work  and limit construction.  This generally results in fewer closings during
this period.  Results of operations during the first half of the year may also
reflect increased costs associated with adverse weather .  The number of sales
contracts  in  backlog tends to rise during the first four months of the year;
this  backlog  declines  as  it  is  built during the second half of the year.




                         PART II.  OTHER INFORMATION

The  following items for which provision is made in the applicable regulations
of  the  Securities and Exchange Commission are not required under the related
explanations  or  are  inapplicable  and  therefore  have  been  omitted:

Item  1.    Legal  Proceedings.
Item  2.    Changes  in  Securities.
Item  3.    Defaults  Upon  Senior  Securities.
Item  5.    Other  Information.

ITEM  4.    SUBMISSIONS  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

At the Company's annual meeting on May 26, 1999, there were represented either
in  person  or  by  proxy  9,771,515  shares  of  the Company's common shares,
representing  84.6%  of  the total common shares outstanding.  At the meeting,
8,908,377,  or  77.2%,  of  the  shares present in person or by proxy voted in
favor of Richard H. Crosser and James C. Shook  for re-election to the Board.
Additionally,  8,918,697, or 77.3%, of the common shares voted in favor of the
ratification  of  Deloitte  & Touche LLP as the Company's independent auditors
for the year ending December 31, 1999, and 8,648,430, or 74.9%, voted in favor
of  authorizing  an additional 300,000 common shares available for issuance in
connection  with  Crossmann's  employee  stock  option  plan.



ITEM  6.    EXHIBITS  AND  REPORTS  ON  FORM  8-K.
<TABLE>

<CAPTION>

a)  Exhibits


<S>      <C>

Exhibit
Number   Description of Exhibit
3.1      Amended and restated Articles of Incorporation of Crossmann Communities, Inc.
         (Incorporated by reference to Exhibit 3.1 to Form S-1 Registration Statement No. 33-
                                                                                       68396.)
3.2      Bylaws of Crossmann Communities, Inc. (Incorporated by reference to Exhibit 3.2
         to Form S-1 Registration Statement No. 33-68396.)
4.1      Specimen Share Certificate for Common Shares.  (Incorporated by reference to
         Exhibit 2.9 to Form S-1 Registration Statement No. 33-68396.)
10.1     1993 Outside Director Stock Option Plan.  (Incorporated by reference to Exhibit
         10.2to Form S-1 Registration Statement No. 33-68396.)
10.2     1993 Employee Stock Option Plan, As amended as of May 22, 1996.  (Incorporated
         by reference to Exhibit 10.3 to Form 10-Q dated August 13, 1996.)
10.37    Note Agreement dated as of December 19, 1995, $25,000,000 7.625% Senior Notes
         due December 9, 2004, by Crossmann Communities, Inc., et al. (Incorporated by
         reference to Exhibit 10.37 to From 10-K dated March 18, 1996.)
10.38    7.625% Senior Note due December 19, 2004, issued to Combined Insurance
         Company by Crossmann Communities, Inc., et al.  (Incorporated by reference to
         Exhibit 10.38 to Form 10-K dated March 18, 1996.)
10.39    7.625% Senior Note due December 19, 2004, issued to Minnesota Mutual Life
         Insurance company by Crossmann Communities, Inc., et al.  (Incorporated by
         reference to Exhibit 10.39 to Form 10-K dated March 18, 1996.)
10.40    Note Agreement dated as of June 11, 1998, $50,000,000 7.75% Senior Notes due
         June 11, 2008, by Crossmann Communities, Inc., et al.  (Incorporated by reference
         to Exhibit 10.46 to Form 10-Q dated August 14, 1998.)
10.41    Form of 7.75% Senior Note due June 11, 2008, issued to various insurance companies
         by Crossmann Communities, Inc. et al.  (Incorporated by reference to Exhibit 10.45
         to Form 10-Q dated August 14, 1998.)
10.42    Credit Agreement, dated April 1, 1999, among Crossmann Communities, Inc. and
         Bank One, Indianapolis N.A. (as "Agent') and the Lenders Parties Thereto.
         (Incorporated by reference to Exhibit 10.16 to Form 10-Q dated May 13, 1999)
10.43    First Amendment to Credit Agreement, dated June 11, 1999, among Crossmann
         Communities, Inc. and Bank One, Indiana N.A. (As "Agent') and the Lenders Party
         Thereto.
10.44    Promissory Note, dated June 11, 1999, in favor of Bank One, Indiana, N.A.
10.45    Promissory Note, dated June 11, 1999, in favor of Fifth Third Bank, Indiana.
10.46    Promissory Note, dated June 11, 1999, in favor of Huntington National Bank of
         Indiana.
10.47    Promissory Note, dated June 11, 1999, in favor of PNC Bank of Ohio, N.A.
10.48    Promissory Note, dated June 11, 1999, in favor of KeyBank National Association.
10.49    Asset Purchase Agreement, dated June 18, 1999 by and among Crossmann
         Communities, Inc., Crossmann Communities of North Carolina, Inc., Homes by Huff
         & Co., Inc., Mitchell T. Huff, Thomas A. Huff and Thomas C. Huff.
10.50    Employment contract dated June 18, 1999, by and among Crossmann Communities
         of North Carolina, Inc., Crossmann Communities, Inc. and  Mitchell T. Huff.
19.1     Lease by and between Pinnacle Properties LLC ("Landlord") and Crossmann
         Communities, Inc. (Tenant"), 9202 North Meridian Street, Suite 300, Indianapolis,
         Indiana 46260, executed April 18, 1994.  (Incorporated by reference to Exhibit 19.1
         to Form 10-Q dated August 12, 1994.)
27.1     Financial Data Schedule for the quarter ended June 30, 1999.
</TABLE>



(b)  Reports  on  Form  8-K.

     None.



                                  SIGNATURES


     Pursuant  to  the  requirements of Sections 13 or 15(d) of the Securities
and  Exchange  Act  of  1934, the registrant has duly caused this report to be
signed  on  its  behalf  by  the  undersigned,  thereunto  duly  authorized.






CROSSMANN  COMMUNITIES,  INC.


/s/  Jennifer  A.  Holihen
Jennifer  A.  Holihen
Director,  Chief  Financial  Officer;
Treasurer;  Secretary;
(Principal  Financial  and  Accounting  Officer)





Dated:    August  13,  1999

























Exhibit  10.43

FIRST  AMENDMENT  TO  CREDIT  AGREEMENT


     CROSSMANN COMMUNITIES, INC., an Indiana corporation (the "Borrower"), the
Lenders  parties  thereto,  and  BANK  ONE,  INDIANA,  NA,  a national banking
association,  as  Agent  (the  "Agent"),  being  parties  to  a certain Credit
Agreement  dated April 1, 1999 (the "Agreement"), agree to amend the Agreement
by  this  First  Amendment  to Credit Agreement (this "Amendment") as follows:


     1.       DEFINITIONS.     The following definition of "First Amendment"
is  hereby  added  to  the  Article  I  of the Agreement and the definition of
"Commitment"  appearing  in  Article  I  is hereby amended and restated in its
entirety  as  follows:

          "Commitment"  means,  for each Lender, the obligation of such Lender
to make     Loans not exceeding the amount set forth opposite its signature on
the  First  Amendment  or as set forth in any Notice of Assignment relating to
any  assignment  that has become effective pursuant to Section 12.3.2, as such
amount  may  be  modified  from  time  to  time  pursuant to the terms hereof.

     "First  Amendment"    means  that  agreement entitled "First Amendment to
Credit  Agreement" entered into among the Borrower, the Lenders, and the Agent
effective  as  of  June  11,  1999.


All other terms defined in the Agreement and used in this Amendment shall have
their  respective  meanings  stated  in the Agreement unless otherwise defined
herein.

     2.     INCREASE IN AGGREGATE COMMITMENT.     The Agent and the Lenders
hereby  acknowledge  receipt  of  the  request of the Borrower to increase the
Aggregate  Commitment to $100,000,000.00 pursuant to the terms of Section 2.26
of  the  Agreement,  and  agree  that  upon  the execution and delivery of the
Promissory Notes payable to the Lenders attached hereto and of this Amendment,
as  well  as  delivery  of  all  other  agreements, documents, and instruments
required  by  this Amendment, all conditions precedent and procedures required
by  Section  2.26  to so increase the Aggregate Commitment shall be satisfied.

     3.      REPRESENTATIONS AND WARRANTIES.  To induce the Lenders to enter
into  this  Amendment,  the  Borrower  affirms  that  the  representations and
warranties  contained  in  the  Agreement  are  correct as of the date of this
Amendment,  except  that  (i)  they  shall  be  deemed  also  to refer to this
Amendment,  as  well as all documents named herein, and (ii) Section 5.4 shall
be  deemed  also  to  refer to the most recent audited and unaudited financial
statements  of  the  Borrower  delivered  to  the  Lenders.


     4.        EVENTS OF DEFAULT.  The Borrower certifies that no Default or
Unmatured  Default  under  the  Agreement,  as  amended by this Amendment, has
occurred  and  is  continuing  as  of  the  execution  date of this Amendment.


     5.          CONDITIONS  PRECEDENT.    As  conditions  precedent  to the
effectiveness of this Amendment, the Agent shall first receive with sufficient
copies  for the Lenders the following contemporaneously with the execution and
delivery  of  this  Amendment,  each  duly  executed,  dated  and  in form and
substance  satisfactory  to  the  Lenders:

     (i)     A certified copy of a Resolution of the Board of Directors of the
Borrower authorizing the execution, delivery and performance, respectively, of
this  Amendment and the other Loan Documents provided for in this Amendment to
which  the  Borrower  is  a  party.

     (ii)      A certificate of the Secretary of the Board of Directors of the
Borrower  certifying  the  names of the officer or officers authorized to sign
this  Amendment and the other Loan Documents provided for in this Amendment to
which the Borrower is a party, together with a sample of the true signature of
each  such  officer.

     (iii)          A  certified  copy  of  a Resolution of General Partner of
Crossmann Communities Partnership, an Indiana general partnership, authorizing
the execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to  which  Crossmann  Communities  Partnership  is  a  party.

             (iv)          A  certificate  of the General Partner of Crossmann
Communities  Partnership    certifying  the  names  of the officer or officers
authorized  to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents  provided  for  in  this  Amendment  to  which Crossmann Communities
Partnership  is  a party, together with a sample of the true signature of each
such  officer.

     (v)         A certified copy of a Resolution of the Board of Directors of
Deluxe  Homes,  Inc.,  an  Indiana  corporation,  authorizing  the  execution,
delivery  and  performance,  respectively,  of  its  Reaffirmation of Guaranty
Agreement and the other Loan Documents provided for in this Amendment to which
Deluxe  Homes,  Inc.  is  a  party.

     (vi)          A certificate of the Secretary of the Board of Directors of
Deluxe  Homes, Inc. certifying the names of the officer or officers authorized
to  sign  its Reaffirmation of Guaranty Agreement and the other Loan Documents
provided  for  in  this  Amendment  to  which  Deluxe  Homes, Inc. is a party,
together  with  a  sample  of  the  true  signature  of  each  such  officer.

     (vii)       A certified copy of a Resolution of the Board of Directors of
Trimark  Homes,  Inc.,  an  Indiana  corporation,  authorizing  the execution,
delivery  and  performance,  respectively,  of  its  Reaffirmation of Guaranty
Agreement and the other Loan Documents provided for in this Amendment to which
Trimark  Homes,  Inc.  is  a  party.

     (viii)        A certificate of the Secretary of the Board of Directors of
Trimark Homes, Inc. certifying the names of the officer or officers authorized
to  sign  its Reaffirmation of Guaranty Agreement and the other Loan Documents
provided  for  in  this  Amendment  to  which  Trimark Homes, Inc. is a party,
together  with  a  sample  of  the  true  signature  of  each  such  officer.

     (ix)        A certified copy of a Resolution of the Board of Directors of
Trimark  Development, Inc., an Indiana corporation, authorizing the execution,
delivery  and  performance,  respectively,  of  its  Reaffirmation of Guaranty
Agreement and the other Loan Documents provided for in this Amendment to which
Trimark  Development,  Inc.  is  a  party.

     (x)          A  certificate of the Secretary of the Board of Directors of
Trimark  Development,  Inc.  certifying  the  names of the officer or officers
authorized  to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents provided for in this Amendment to which Trimark Development, Inc. is
a  party,  together  with a sample of the true signature of each such officer.

     (xi)        A certified copy of a Resolution of the Board of Directors of
Deluxe  Homes  of  Lafayette,  Inc.,  an  Indiana corporation, authorizing the
execution,  delivery  and  performance,  respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to  which  Deluxe  Homes  of  Lafayette,  Inc.  is  a  party.

     (xii)         A certificate of the Secretary of the Board of Directors of
Deluxe  Homes  of  Lafayette,  Inc.  certifying  the  names  of the officer or
officers  authorized  to  sign its Reaffirmation of Guaranty Agreement and the
other  Loan  Documents provided for in this Amendment to which Deluxe Homes of
Lafayette,  Inc.  is  a party, together with a sample of the true signature of
each  such  officer.

     (xiii)      A certified copy of a Resolution of the Board of Directors of
Crossmann  Communities  of  Ohio,  Inc.,  an Ohio corporation, authorizing the
execution,  delivery  and  performance,  respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to  which  Crossmann  Communities  of  Ohio,  Inc.  is  a  party.

     (xiv)         A certificate of the Secretary of the Board of Directors of
Crossmann  Communities  of  Ohio,  Inc. certifying the names of the officer or
officers  authorized  to  sign its Reaffirmation of Guaranty Agreement and the
other  Loan  Documents  provided  for  in  this  Amendment  to which Crossmann
Communities  of  Ohio,  Inc.  is  a  party, together with a sample of the true
signature  of  each  such  officer.


     (xv)        A certified copy of a Resolution of the Board of Directors of
Merit  Realty,  Inc.,  an  Indiana  corporation,  authorizing  the  execution,
delivery  and  performance,  respectively,  of  its  Reaffirmation of Guaranty
Agreement and the other Loan Documents provided for in this Amendment to which
Merit  Realty,  Inc.  is  a  party.

     (xvi)         A certificate of the Secretary of the Board of Directors of
Merit  Realty, Inc. certifying the names of the officer or officers authorized
to  sign  its Reaffirmation of Guaranty Agreement and the other Loan Documents
provided  for  in  this  Amendment  to  which  Merit  Realty, Inc. is a party,
together  with  a  sample  of  the  true  signature  of  each  such  officer.

     (xvii)      A certified copy of a Resolution of the Board of Directors of
Crossmann  Mortgage  Corporation,  an  Indiana  corporation,  authorizing  the
execution,  delivery  and  performance,  respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to  which  Crossmann  Mortgage  Corporation  is  a  party.

     (xviii)       A certificate of the Secretary of the Board of Directors of
Crossmann Mortgage Corporation certifying the names of the officer or officers
authorized  to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents  provided  for  in  this  Amendment  to  which  Crossmann  Mortgage
Corporation  is  a party, together with a sample of the true signature of each
such  officer.

     (xix)       A certified copy of a Resolution of the Board of Directors of
Deluxe  Aviation,  Inc.,  an  Indiana  corporation, authorizing the execution,
delivery  and  performance,  respectively,  of  its  Reaffirmation of Guaranty
Agreement and the other Loan Documents provided for in this Amendment to which
Deluxe  Aviation,  Inc.  is  a  party.

     (xx)          A certificate of the Secretary of the Board of Directors of
Deluxe  Aviation,  Inc.  certifying  the  names  of  the  officer  or officers
authorized  to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents  provided  for in this Amendment to which Deluxe Aviation, Inc. is a
party,  together  with  a  sample  of the true signature of each such officer.

     (xxi)       A certified copy of a Resolution of the Board of Directors of
Cutter  Homes,  Ltd.,  a  Kentucky  corporation,  authorizing  the  execution,
delivery  and  performance,  respectively,  of  its  Reaffirmation of Guaranty
Agreement and the other Loan Documents provided for in this Amendment to which
Cutter  Homes,  Ltd.  is  a  party.

     (xxii)        A certificate of the Secretary of the Board of Directors of
Cutter  Homes, Ltd. certifying the names of the officer or officers authorized
to  sign  its Reaffirmation of Guaranty Agreement and the other Loan Documents
provided  for  in  this  Amendment  to  which  Cutter  Homes, Ltd. is a party,
together  with  a  sample  of  the  true  signature  of  each  such  officer.

     (xxiii)      A certified copy of a Resolution of the Members of Crossmann
Communities  of  Tennessee,  LLC,  a  Tennessee  limited  liability  company,
authorizing  the  execution,  delivery  and  performance, respectively, of its
Reaffirmation  of Guaranty Agreement and the other Loan Documents provided for
in this Amendment to which Crossmann Communities of Tennessee, LLC is a party.

     (xxiv)      A certificate of the Managing Member of Crossmann Communities
of  Tennessee,  LLC certifying the names of the officer or officers authorized
to  sign  its Reaffirmation of Guaranty Agreement and the other Loan Documents
provided  for  in  this Amendment to which Crossmann Communities of Tennessee,
LLC  is  a  party,  together  with a sample of the true signature of each such
officer.

     (xxv)       A certified copy of a Resolution of the Board of Directors of
Crossmann  Communities  of North Carolina, Inc., a North Carolina corporation,
authorizing  the  execution,  delivery  and  performance, respectively, of its
Reaffirmation  of Guaranty Agreement and the other Loan Documents provided for
in  this Amendment to which Crossmann Communities of North Carolina, Inc. is a
party.

     (xxvi)        A certificate of the Secretary of the Board of Directors of
Crossmann  Communities  of  North  Carolina,  Inc. certifying the names of the
officer or officers authorized to sign its Reaffirmation of Guaranty Agreement
and the other Loan Documents provided for in this Amendment to which Crossmann
Communities  of North Carolina, Inc. is a party, together with a sample of the
true  signature  of  each  such  officer.

          (xxvi)          A  certified  copy  of  a Resolution of the Board of
Directors  of  Pendleton  Pike  Associates,  Inc.,  an  Indiana  corporation,
authorizing  the  execution,  delivery  and  performance, respectively, of its
Reaffirmation  of Guaranty Agreement and the other Loan Documents provided for
in  this  Amendment  to  which  Pendleton  Pike  Associates,  Inc. is a party.

         (xxviii)     A certificate of the Secretary of the Board of Directors
of  Pendleton  Pike  Associates,  Inc.  certifying the names of the officer or
officers  authorized  to  sign its Reaffirmation of Guaranty Agreement and the
other  Loan  Documents  provided for in this Amendment to which Pendleton Pike
Associates,  Inc.  is a party, together with a sample of the true signature of
each  such  officer.

     (xxix)       A certified copy of a Resolution of the Members of Pinehurst
Builders,  LLC,  a  South  Carolina limited liability company, authorizing the
execution,  delivery  and  performance,  respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to  which  Pinehurst  Builders,  LLC  is  a  party.

     (xxx)     A certificate of the Managing Member of Pinehurst Builders, LLC
certifying  the  names  of  the  officer  or  officers  authorized to sign its
Reaffirmation  of Guaranty Agreement and the other Loan Documents provided for
in this Amendment to which Pinehurst Builders, LLC is a party, together with a
sample  of  the  true  signature  of  each  such  officer.

     (xxxi)          A  certified copy of a Resolution of the Members of Beach
Vacations,  LLC,  a  South Carolina limited liability company, authorizing the
execution,  delivery  and  performance,  respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to  which  Beach  Vacations,  LLC  is  a  party.

       (xxxii)  A  certificate  of the Managing Member of Beach Vacations, LLC
certifying  the            names of the officer or officers authorized to sign
its  Reaffirmation of Guaranty Agreement and the other Loan Documents provided
for  in this Amendment to which Beach Vacations, LLC is a party, together with
a  sample  of  the  true  signature  of  each  such  officer.

         (xxxiii)          A  certified  copy  of a Resolution of the Board of
Directors  of  Crossmann Management, Inc., an Indiana corporation, authorizing
the execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to  which  Crossmann  Management,  Inc.  is  a  party.
         (xxxiv)      A certificate of the Secretary of the Board of Directors
of  Crossmann Management, Inc. certifying the names of the officer or officers
authorized  to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents  provided  for in this Amendment to which Crossmann Management, Inc.
is a party, together with a sample of the true signature of each such officer.

          (xxxv)          A  certified  copy  of  a Resolution of the Board of
Directors  of Crossmann Investments, Inc., an Indiana corporation, authorizing
the execution, delivery and performance, respectively, of its Reaffirmation of
Guaranty Agreement and the other Loan Documents provided for in this Amendment
to  which  Crossmann  Investments,  Inc.  is  a  party.

         (xxxvi)      A certificate of the Secretary of the Board of Directors
of Crossmann Investments, Inc. certifying the names of the officer or officers
authorized  to sign its Reaffirmation of Guaranty Agreement and the other Loan
Documents  provided for in this Amendment to which Crossmann Investments, Inc.
is a party, together with a sample of the true signature of each such officer.

        (xxxvii)         The Promissory Note (Revolving Loan) ($25,000,000.00)
payable  to  the order of Bank One, Indiana, NA in the form attached hereto as
Exhibit  "A."

      (xxxviii)          The Promissory Note (Revolving Loan) ($18,750,000.00)
payable  to  the  order  of  Huntington  National  Bank of Indiana in the form
attached  hereto  as  Exhibit  "B."

            (xxxix)     The Promissory Note (Revolving Loan) ($18,750,000.00)
payable  to the order of Fifth Third Bank, Indiana in the form attached hereto
as  Exhibit  "C."

             (xxxx)     The Promissory Note (Revolving Loan) ($18,750,000.00)
payable to the order of PNC Bank, N.A. in the form attached hereto as Exhibit
"D."

            (xxxxi)     The Promissory Note (Revolving Loan) ($18,750,000.00)
payable  to  the  order  of  KeyBank National Association in the form attached
hereto  as  Exhibit  "E."

       (xxxxii)          A  Reaffirmation Guaranty Agreement from each Current
Subsidiary  in  the  form of Exhibit "F" attached hereto, duly completed for
each  such  Current  Subsidiary.

       (xxxxiii)      All additional fees and expenses of the Agent, including
but  not  limited  to  the  Agent's  reasonable  attorneys'  fees  incurred in
connection  with the drafting, negotiation, and closing of this Amendment; and

       (xxxxiv)     Such other instruments, agreements, and documents that the
Agent  or  any  Lender                    may  reasonably  require.


     6.       EFFECT OF AMENDMENT.  Except as amended in this Amendment, all
of  the  terms and conditions of the Agreement shall continue unchanged and in
full  force  and  effect  together  with  this  Amendment.


     IN  WITNESS  WHEREOF,  the Borrower, the Lenders, and the Agent, by their
respective  duly  authorized  officers, have executed and delivered in Indiana
this  First  Amendment  to  Credit  Agreement  as  of  June  11,  1999.


CROSSMANN  COMMUNITIES,  INC.,  an  Indiana  corporation


                                   By:     /s/ Jennifer A. Holihen
                             Jennifer  A.  Holihen,  Chief Financial  Officer,
Treasurer  and  Secretary

                                   9202  North  Meridian  Street
                                   Suite  300
                                   Indianapolis,  Indiana  46260

                                   Attention:   Jennifer A. Holihen, Chief
                                        Financial Officer, Treasurer and
                                      Secretary
                                   Telephone:  (317)  843-9514
                                   Telecopy:      (317)  571-2210
                                   E-mail:         ___________________________




<PAGE>
Commitments

$25,000,000.00                               BANK ONE, INDIANA, NA, a national
banking  association,  by  itself  and  as  Agent



                                   By:          /s/  Patrick  D.  Lease
                                        Patrick  D.  Lease,    Vice  President

c/o          NBD  COMMERCIAL  REAL  ESTATE  GROUP
     One  Indiana  Square,  14th  Floor
                                        Mail  Suite  7025
                                        Indianapolis,  Indiana    46266

                                   Attention:      Patrick  D.  Lease,  Vice
President
                                   Telephone:  (317)  266-5752
                                   Telecopy:      (317)  266-7477
                                   E-mail:        Patrick_D_Lease@EM.FCNBD.com




$18,750,000.00                             HUNTINGTON NATIONAL BANK OF INDIANA



                                   By:          /s/  Linda  Zappia
                                        Linda Zappia, Executive Vice President

                                   Capital  Center,  Suite  1800
                                   201  North  Illinois  Street
                                   Indianapolis,  Indiana  46204

                                   Attention:     Russell Swan, Vice President
                                   Telephone:    (317)  237-2547
                                   Telecopy:        (317)  237-2505
                                   E-mail:          __________________________




$18,750,000.00                                       FIFTH THIRD BANK, INDIANA


                                   By:          /s/  Erik  Miner
                                        Erik  Miner,  Vice  President

                                   Capital  Center,  North  Tower
                                   251  North  Illinois  Street,  Suite  1000
                                   Indianapolis,  Indiana  4604

                                   Attention:       Erik Miner, Vice President
                                   Telephone:    (317)  383-2392
                                   Telecopy:        (317)  383-2427
                                   E-mail:          __________________________





$18,750,000.00                                                 PNC BANK,  N.A.



                                   By:          /s/  James  A.  Harmann
                                        James  A.  Harmann,  Vice  President

                                   201  East  Fifth  Street
                                   Commercial  Real  Estate,  Suite  800
                                   Cincinnati,  Ohio  45201-1198

                                   Attention:      James  A.  Harmann,  Vice
President
                                   Telephone:    (513)  651-8988
                                   Telecopy:        (513)  651-8931
E-mail:                  James.Harmann@pncbank.com







<PAGE>
$18,750,000.00                                    KEYBANK NATIONAL ASSOCIATION



                                   By:          /s/  Jeffrey  K.  Lockhart
                                        Jeffrey  K.  Lockhart,  Vice President

                                   10  West  Market  Street
                                   Indianapolis,  Indiana  46204

                                   Attention:    Jeffrey  K.  Lockhart,  Vice
President
                                   Telephone:    (317)  464-8320
                                   Telecopy:        (317)  464-8301
                                   E-Mail:         ___________________________

<PAGE>
                             SCHEDULE OF EXHIBITS


Exhibit  "A"                    -             Promissory Note (Revolving Loan)
($25,000,000.00)(Bank  One,  Indiana,  NA)


Exhibit  "B"                    -             Promissory Note (Revolving Loan)
($18,750,000.00)  (Huntington  National  Bank  of  Indiana)


Exhibit  "C"                    -             Promissory Note (Revolving Loan)
($18,750,000.00)  (Fifth  Third  Bank,  Indiana)


Exhibit  "D"                    -             Promissory Note (Revolving Loan)
($18,750,000.00)  (PNC  Bank,  N.A.)


Exhibit  "E"                    -             Promissory Note (Revolving Loan)
($18,750,000.00)  (KeyBank  National  Association)


Exhibit  "F"                    -          Reaffirmation of Guaranty Agreement





















Exhibit  10.44
                               PROMISSORY NOTE
                               (REVOLVING LOAN)

                                             Indianapolis,  Indiana
$25,000,000.00                                            Dated: June 11, 1999
                                             Final  Maturity:  March  31, 2002

     On  or  before  March 31, 2002 ("Final Maturity"), CROSSMANN COMMUNITIES,
INC.,  an  Indiana  corporation  (the "Maker") promises to pay to the order of
BANK  ONE,  INDIANA,  NA, a national banking association (the "Lender") at the
principal office of BANK ONE, INDIANA, NA, a national banking association (the
"Agent")  in  Indianapolis,  Indiana, the principal sum ofTwenty-Five Million
and  00/100 Dollars ($25,000,000.00) or so much of the principal amount of the
Loan  represented  by  this  Note  as may be disbursed by the Lender under the
terms  of  the  Credit  Agreement  described below, and to pay interest on the
unpaid  principal  balance  outstanding  from time to time as provided in this
Note.

     This  Note evidences indebtedness (the "Loan") incurred or to be incurred
by  the  Maker  under  a revolving line of credit extended to the Maker by the
Lender  under  a Credit Agreement dated April 1, 1999 (as amended, the "Credit
Agreement"),  entered  into by and among the Maker, the Lender, the Agent, and
the  other  lenders from time to time parties thereto.  All references in this
Note  to  the  Credit  Agreement  shall  be  construed  as  references to that
Agreement  as it may be amended from time to time.  The Loan is referred to in
the  Credit  Agreement  as  the  "Revolving  Loan."   Subject to the terms and
conditions  of  the Credit Agreement, the proceeds of the Loan may be advanced
and  repaid and re-advanced until Final Maturity.  The principal amount of the
Loan  outstanding  from  time  to time shall be determined by reference to the
books  and  records of the Lender on which all Advances under the Loan and all
payments  by  the  Maker on account of the Loan shall be recorded.  Such books
and  records shall be deemed prima facie to be correct as to such matters.

     The  terms  "Advance" and "Business Day" are used in this Note as defined
in  the  Credit  Agreement.

     Interest  on  the  unpaid  principal balance of the Loan outstanding from
time  to  time  prior  to  and after maturity will accrue at the rate or rates
provided  in  the Credit Agreement.  Prior to maturity, accrued interest shall
be  due  and  payable on the last Business Day of each month commencing on the
last  Business  Day  of  the  month  in  which  this  Note is executed.  After
maturity,  interest  shall  be due and payable as accrued and without demand.
Interest  will be calculated by applying the ratio of the annual interest rate
over  a  year  of  360  days, multiplied by the outstanding principal balance,
multiplied  by the actual number of days the principal balance is outstanding.

     The  entire  outstanding  principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity.  Reference is made
to the Credit Agreement for provisions requiring prepayment of principal under
certain  circumstances.  Principal may be prepaid, but only as provided in the
Credit  Agreement.

     If  any  installment  of interest due under the terms of this Note is not
paid  within two (2) Business Days when due, then the Lender or any subsequent
holder  of this Note may, subject to the terms of the Credit Agreement, at its
option and without notice, declare the entire principal amount of the Note and
all  accrued  interest  immediately due and payable.  Reference is made to the
Credit  Agreement which provides for acceleration of the maturity of this Note
upon  the  happening  of  other    "Defaults"  as  defined  therein.

     All  payments on account of this Note shall be applied as provided in the
Credit  Agreement.

     The  Maker  and  any  endorsers  severally  waive demand, presentment for
payment  and  notice  of nonpayment of this Note, and each of them consents to
any renewals or extensions of the time of payment of this Note without notice.

     All  amounts  payable  under the terms of this Note shall be payable with
expenses  of  collection,  including  attorneys' fees, and without relief from
valuation  and  appraisement  laws.

     This  Note  supersedes  and  replaces  that certain Promissory Note dated
April  1,  1999, made by the Maker to the order of the Lender in the principal
amount  of  $20,000,000.00,  with  a  final  maturity  date of March 31, 2002.

     This  Note  is  made  under  and  will  be  governed  in all cases by the
substantive  laws  of  the  State  of  Indiana,  notwithstanding the fact that
Indiana  conflicts  of law rules might otherwise require the substantive rules
of  law  of  another  jurisdiction  to  apply.


                                   CROSSMANN  COMMUNITIES,  INC.,  an  Indiana
corporation



                                   By:      /s/ Jennifer A. Holihen
                              Jennifer  A.  Holihen, Chief Financial Officer,
Treasurer  and  Secretary










Exhibit  10.45

                               PROMISSORY NOTE
                               (REVOLVING LOAN)

                                             Indianapolis,  Indiana
$18,750,000.00                                            Dated: June 11, 1999
                                             Final  Maturity:  March  31, 2002

     On  or  before  March 31, 2002 ("Final Maturity"), CROSSMANN COMMUNITIES,
INC.,  an  Indiana  corporation (the "Maker") promises to pay to the order of
FIFTH  THIRD BANK, INDIANA (the "Lender") at the principal office of BANK ONE,
INDIANA,  NA,  a  national  banking association (the "Agent") in Indianapolis,
Indiana,  the  principal  sum of Eighteen Million Seven Hundred Fifty Thousand
and  00/100 Dollars ($18,750,000.00) or so much of the principal amount of the
Loan  represented  by  this  Note  as may be disbursed by the Lender under the
terms  of  the  Credit  Agreement  described below, and to pay interest on the
unpaid  principal  balance  outstanding  from time to time as provided in this
Note.

     This  Note evidences indebtedness (the "Loan") incurred or to be incurred
by  the  Maker  under  a revolving line of credit extended to the Maker by the
Lender  under  a  Credit Agreement dated the date of this Note entered into by
and among the Maker, the Lender, the Agent, and the other lenders from time to
time  parties  thereto.    All references in this Note to the Credit Agreement
shall  be  construed as references to that Agreement as it may be amended from
time  to  time.    The  Loan  is  referred  to  in the Credit Agreement as the
"Revolving  Loan."    Subject  to  the  terms  and  conditions  of  the Credit
Agreement, the proceeds of the Loan may be advanced and repaid and re-advanced
until  Final Maturity.  The principal amount of the Loan outstanding from time
to  time  shall  be  determined  by  reference to the books and records of the
Lender  on  which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be recorded.  Such books and records shall be deemed
prima  facie  to  be  correct  as  to  such  matters.

     The  terms  "Advance" and "Business Day" are used in this Note as defined
in  the  Credit  Agreement.

     Interest  on  the  unpaid  principal balance of the Loan outstanding from
time  to  time  prior  to  and after maturity will accrue at the rate or rates
provided  in  the Credit Agreement.  Prior to maturity, accrued interest shall
be  due  and  payable on the last Business Day of each month commencing on the
last  Business  Day  of  the  month  in  which  this  Note is executed.  After
maturity,  interest  shall  be due and payable as accrued and without demand.
Interest  will be calculated by applying the ratio of the annual interest rate
over  a  year  of  360  days, multiplied by the outstanding principal balance,
multiplied  by the actual number of days the principal balance is outstanding.

     The  entire  outstanding  principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity.  Reference is made
to the Credit Agreement for provisions requiring prepayment of principal under
certain  circumstances.  Principal may be prepaid, but only as provided in the
Credit  Agreement.

     If  any  installment  of interest due under the terms of this Note is not
paid  within two (2) Business Days when due, then the Lender or any subsequent
holder  of this Note may, subject to the terms of the Credit Agreement, at its
option and without notice, declare the entire principal amount of the Note and
all  accrued  interest  immediately due and payable.  Reference is made to the
Credit  Agreement which provides for acceleration of the maturity of this Note
upon  the  happening  of  other    "Defaults"  as  defined  therein.

     All  payments on account of this Note shall be applied as provided in the
Credit  Agreement.

     The  Maker  and  any  endorsers  severally  waive demand, presentment for
payment  and  notice  of nonpayment of this Note, and each of them consents to
any renewals or extensions of the time of payment of this Note without notice.

     All  amounts  payable  under the terms of this Note shall be payable with
expenses  of  collection,  including  attorneys' fees, and without relief from
valuation  and  appraisement  laws.

     This  Note  supersedes  and  replaces  that certain Promissory Note dated
April  1,  1999,  made  by the Maker payable to the order of the Lender in the
principal  amount  of  $15,000,000.00, with a final maturity date of March 31,
2002.

     This  Note  is  made  under  and  will  be  governed  in all cases by the
substantive  laws  of  the  State  of  Indiana,  notwithstanding the fact that
Indiana  conflicts  of law rules might otherwise require the substantive rules
of  law  of  another  jurisdiction  to  apply.


                                   CROSSMANN  COMMUNITIES,  INC.,  an  Indiana
corporation



                                   By:              /s/Jennifer  A.  Holihen
                                         Jennifer A. Holihen, Chief Financial
Officer,  Treasurer  and  Secretary










Exhibit  10.46
                               PROMISSORY NOTE
                               (REVOLVING LOAN)

                                             Indianapolis,  Indiana
$18,750,000.00                                            Dated: June 11, 1999
                                             Final  Maturity:  March  31, 2002

     On  or  before  March 31, 2002 ("Final Maturity"), CROSSMANN COMMUNITIES,
INC.,  an  Indiana  corporation  (the "Maker") promises to pay to the order of
HUNTINGTON  NATIONAL BANK OF INDIANA (the "Lender") at the principal office of
BANK  ONE,  INDIANA,  NA,  a  national  banking  association  (the "Agent") in
Indianapolis,  Indiana,  the  principal  sum of Eighteen Million Seven Hundred
Fifty Thousand and 00/100 Dollars ($18,750,000.00) or so much of the principal
amount  of the Loan represented by this Note as may be disbursed by the Lender
under  the  terms of the Credit Agreement described below, and to pay interest
on  the  unpaid principal balance outstanding from time to time as provided in
this  Note.

     This  Note evidences indebtedness (the "Loan") incurred or to be incurred
by  the  Maker  under  a revolving line of credit extended to the Maker by the
Lender  under  a  Credit Agreement dated the date of this Note entered into by
and among the Maker, the Lender, the Agent, and the other lenders from time to
time  parties  thereto.    All references in this Note to the Credit Agreement
shall  be  construed as references to that Agreement as it may be amended from
time  to  time.    The  Loan  is  referred  to  in the Credit Agreement as the
"Revolving  Loan."    Subject  to  the  terms  and  conditions  of  the Credit
Agreement, the proceeds of the Loan may be advanced and repaid and re-advanced
until  Final Maturity.  The principal amount of the Loan outstanding from time
to  time  shall  be  determined  by  reference to the books and records of the
Lender  on  which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be recorded.  Such books and records shall be deemed
prima  facie  to  be  correct  as  to  such  matters.

     The  terms  "Advance" and "Business Day" are used in this Note as defined
in  the  Credit  Agreement.

     Interest  on  the  unpaid  principal balance of the Loan outstanding from
time  to  time  prior  to  and after maturity will accrue at the rate or rates
provided  in  the Credit Agreement.  Prior to maturity, accrued interest shall
be  due  and  payable on the last Business Day of each month commencing on the
last  Business  Day  of  the  month  in  which  this  Note is executed.  After
maturity,  interest  shall  be due and payable as accrued and without demand.
Interest  will be calculated by applying the ratio of the annual interest rate
over  a  year  of  360  days, multiplied by the outstanding principal balance,
multiplied  by the actual number of days the principal balance is outstanding.

     The  entire  outstanding  principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity.  Reference is made
to the Credit Agreement for provisions requiring prepayment of principal under
certain  circumstances.  Principal may be prepaid, but only as provided in the
Credit  Agreement.
     If  any  installment  of interest due under the terms of this Note is not
paid  within two (2) Business Days when due, then the Lender or any subsequent
holder  of this Note may, subject to the terms of the Credit Agreement, at its
option and without notice, declare the entire principal amount of the Note and
all  accrued  interest  immediately due and payable.  Reference is made to the
Credit  Agreement which provides for acceleration of the maturity of this Note
upon  the  happening  of  other    "Defaults"  as  defined  therein.

     All  payments on account of this Note shall be applied as provided in the
Credit  Agreement.

     The  Maker  and  any  endorsers  severally  waive demand, presentment for
payment  and  notice  of nonpayment of this Note, and each of them consents to
any renewals or extensions of the time of payment of this Note without notice.

     All  amounts  payable  under the terms of this Note shall be payable with
expenses  of  collection,  including  attorneys' fees, and without relief from
valuation  and  appraisement  laws.

     This  Note  supersedes  and  replaces  that certain Promissory Note dated
April  1, 1999, made  by the Maker to the order of the Lender in the principal
amount  of  $15,000,000.00,  with  a  final  maturity  date of March 31, 2002.

     This  Note  is  made  under  and  will  be  governed  in all cases by the
substantive  laws  of  the  State  of  Indiana,  notwithstanding the fact that
Indiana  conflicts  of law rules might otherwise require the substantive rules
of  law  of  another  jurisdiction  to  apply.


                                   CROSSMANN  COMMUNITIES,  INC.,  an  Indiana
corporation



                                   By:      /s/Jennifer A. Holihen
                             Jennifer  A.  Holihen,  Chief Financial Officer,
Treasurer  and  Secretary












Exhibit  10.47

                               PROMISSORY NOTE
                               (REVOLVING LOAN)

                                             Indianapolis,  Indiana
$18,750,000.00                                            Dated: June 11, 1999
                                             Final  Maturity:  March  31, 2002

     On  or  before  March 31, 2002 ("Final Maturity"), CROSSMANN COMMUNITIES,
INC.,  an  Indiana  corporation (the "Maker") promises to pay to the order of
PNC  BANK,  N.A.  (the "Lender") at the principal office of BANK ONE, INDIANA,
NA, a national banking association (the "Agent") in Indianapolis, Indiana, the
principal  sum  of  Eighteen  Million  Seven Hundred Fifty Thousand and 00/100
Dollars  ($18,750,000.00)  or  so  much  of  the  principal amount of the Loan
represented  by this Note as may be disbursed by the Lender under the terms of
the  Credit  Agreement  described  below,  and  to  pay interest on the unpaid
principal  balance  outstanding  from  time  to time as provided in this Note.

     This  Note evidences indebtedness (the "Loan") incurred or to be incurred
by  the  Maker  under  a revolving line of credit extended to the Maker by the
Lender  under  a  Credit Agreement dated the date of this Note entered into by
and among the Maker, the Lender, the Agent, and the other lenders from time to
time  parties  thereto.    All references in this Note to the Credit Agreement
shall  be  construed as references to that Agreement as it may be amended from
time  to  time.    The  Loan  is  referred  to  in the Credit Agreement as the
"Revolving  Loan."    Subject  to  the  terms  and  conditions  of  the Credit
Agreement, the proceeds of the Loan may be advanced and repaid and re-advanced
until  Final Maturity.  The principal amount of the Loan outstanding from time
to  time  shall  be  determined  by  reference to the books and records of the
Lender  on  which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be recorded.  Such books and records shall be deemed
prima  facie  to  be  correct  as  to  such  matters.

     The  terms  "Advance" and "Business Day" are used in this Note as defined
in  the  Credit  Agreement.

     Interest  on  the  unpaid  principal balance of the Loan outstanding from
time  to  time  prior  to  and after maturity will accrue at the rate or rates
provided  in  the Credit Agreement.  Prior to maturity, accrued interest shall
be  due  and  payable on the last Business Day of each month commencing on the
last  Business  Day  of  the  month  in  which  this  Note is executed.  After
maturity,  interest  shall  be due and payable as accrued and without demand.
Interest  will be calculated by applying the ratio of the annual interest rate
over  a  year  of  360  days, multiplied by the outstanding principal balance,
multiplied  by the actual number of days the principal balance is outstanding.

     The  entire  outstanding  principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity.  Reference is made
to the Credit Agreement for provisions requiring prepayment of principal under
certain  circumstances.  Principal may be prepaid, but only as provided in the
Credit  Agreement.

     If  any  installment  of interest due under the terms of this Note is not
paid  within two (2) Business Days when due, then the Lender or any subsequent
holder  of this Note may, subject to the terms of the Credit Agreement, at its
option and without notice, declare the entire principal amount of the Note and
all  accrued  interest  immediately due and payable.  Reference is made to the
Credit  Agreement which provides for acceleration of the maturity of this Note
upon  the  happening  of  other    "Defaults"  as  defined  therein.

     All  payments on account of this Note shall be applied as provided in the
Credit  Agreement.

     The  Maker  and  any  endorsers  severally  waive demand, presentment for
payment  and  notice  of nonpayment of this Note, and each of them consents to
any renewals or extensions of the time of payment of this Note without notice.

     All  amounts  payable  under the terms of this Note shall be payable with
expenses  of  collection,  including  attorneys' fees, and without relief from
valuation  and  appraisement  laws.

     This  Note  supersedes  and  replaces  that certain Promissory Note dated
April  1, 1999, made by the Maker to the order of the Lender  in the principal
amount  of  $15,000,000.00,  with  a  final  maturity  date of March 31, 2002.

     This  Note  is  made  under  and  will  be  governed  in all cases by the
substantive  laws  of  the  State  of  Indiana,  notwithstanding the fact that
Indiana  conflicts  of law rules might otherwise require the substantive rules
of  law  of  another  jurisdiction  to  apply.


                                   CROSSMANN  COMMUNITIES,  INC.,  an  Indiana
corporation



                                   By:      /s/Jennifer A. Holihen
                             Jennifer  A.  Holihen,  Chief Financial Officer,
Treasurer  and  Secretary










Exhibit  10.48

                               PROMISSORY NOTE
                               (REVOLVING LOAN)

                                             Indianapolis,  Indiana
$18,750,000.00                                            Dated: June 11, 1999
                                             Final  Maturity:  March  31, 2002

     On  or  before  March 31, 2002 ("Final Maturity"), CROSSMANN COMMUNITIES,
INC.,  an  Indiana  corporation (the "Maker") promises to pay to the order of
KEYBANK  NATIONAL  ASSOCIATION  (the "Lender") at the principal office of BANK
ONE,  INDIANA,  NA,  a  national  banking  association  (the  "Agent")  in
Indianapolis,  Indiana,  the  principal  sum of Eighteen Million Seven Hundred
Fifty Thousand and 00/100 Dollars ($18,750,000.00) or so much of the principal
amount  of the Loan represented by this Note as may be disbursed by the Lender
under  the  terms of the Credit Agreement described below, and to pay interest
on  the  unpaid principal balance outstanding from time to time as provided in
this  Note.

     This  Note evidences indebtedness (the "Loan") incurred or to be incurred
by  the  Maker  under  a revolving line of credit extended to the Maker by the
Lender  under  a  Credit Agreement dated the date of this Note entered into by
and among the Maker, the Lender, the Agent, and the other lenders from time to
time  parties  thereto.    All references in this Note to the Credit Agreement
shall  be  construed as references to that Agreement as it may be amended from
time  to  time.    The  Loan  is  referred  to  in the Credit Agreement as the
"Revolving  Loan."    Subject  to  the  terms  and  conditions  of  the Credit
Agreement, the proceeds of the Loan may be advanced and repaid and re-advanced
until  Final Maturity.  The principal amount of the Loan outstanding from time
to  time  shall  be  determined  by  reference to the books and records of the
Lender  on  which all Advances under the Loan and all payments by the Maker on
account of the Loan shall be recorded.  Such books and records shall be deemed
prima  facie  to  be  correct  as  to  such  matters.

     The  terms  "Advance" and "Business Day" are used in this Note as defined
in  the  Credit  Agreement.

     Interest  on  the  unpaid  principal balance of the Loan outstanding from
time  to  time  prior  to  and after maturity will accrue at the rate or rates
provided  in  the Credit Agreement.  Prior to maturity, accrued interest shall
be  due  and  payable on the last Business Day of each month commencing on the
last  Business  Day  of  the  month  in  which  this  Note is executed.  After
maturity,  interest  shall  be due and payable as accrued and without demand.
Interest  will be calculated by applying the ratio of the annual interest rate
over  a  year  of  360  days, multiplied by the outstanding principal balance,
multiplied  by the actual number of days the principal balance is outstanding.

     The  entire  outstanding  principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity.  Reference is made
to the Credit Agreement for provisions requiring prepayment of principal under
certain  circumstances.  Principal may be prepaid, but only as provided in the
Credit  Agreement.

     If  any  installment  of interest due under the terms of this Note is not
paid  within two (2) Business Days when due, then the Lender or any subsequent
holder  of this Note may, subject to the terms of the Credit Agreement, at its
option and without notice, declare the entire principal amount of the Note and
all  accrued  interest  immediately due and payable.  Reference is made to the
Credit  Agreement which provides for acceleration of the maturity of this Note
upon  the  happening  of  other    "Defaults"  as  defined  therein.

     All  payments on account of this Note shall be applied as provided in the
Credit  Agreement.

     The  Maker  and  any  endorsers  severally  waive demand, presentment for
payment  and  notice  of nonpayment of this Note, and each of them consents to
any renewals or extensions of the time of payment of this Note without notice.

     All  amounts  payable  under the terms of this Note shall be payable with
expenses  of  collection,  including  attorneys' fees, and without relief from
valuation  and  appraisement  laws.

     This  Note  supersedes  and  replaces  that certain Promissory Note dated
April  1, 1999, made by the Maker to the order of the Lender  in the principal
amount  of  $15,000,000.00,  with  a  final  maturity  date of March 31, 2002.

     This  Note  is  made  under  and  will  be  governed  in all cases by the
substantive  laws  of  the  State  of  Indiana,  notwithstanding the fact that
Indiana  conflicts  of law rules might otherwise require the substantive rules
of  law  of  another  jurisdiction  to  apply.


                                   CROSSMANN  COMMUNITIES,  INC.,  an  Indiana
corporation



                                   By:      /s/ Jennifer A. Holihen
                              Jennifer  A.  Holihen, Chief Financial Officer,
Treasurer  and  Secretary













EXHIBIT  10.49

     ASSET  PURCHASE  AGREEMENT

                   DATED AS OF THE 18TH  DAY OF JUNE, 1999

                                 BY AND AMONG

                         CROSSMANN COMMUNITIES, INC.

                CROSSMANN COMMUNITIES OF NORTH CAROLINA, INC.

                                     AND

                          HOMES BY HUFF & CO., INC.,

                              MITCHELL T. HUFF,

                                THOMAS A. HUFF

                                     AND

                                THOMAS C. HUFF






                               ASSET PURCHASE AGREEMENT


     THIS  ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into
as
of  the  18th  day of June, 1999, by and among CROSSMANN COMMUNITIES, INC., an
Indiana  corporation  ("Crossmann"),  Crossmann Communities of North Carolina,
Inc.,  a  North  Carolina  corporation which is wholly-owned by Crossmann (the
"Company"  and, collectively with Crossmann the "Purchaser") and Homes by Huff
&  Co.,  Inc.,  a North Carolina corporation (the "Seller"), Mitchell T. Huff,
Thomas  A.  Huff  and  Thomas  C.  Huff  (collectively,  the  "Shareholders").

                                  WITNESSETH

     WHEREAS,  the Seller is engaged in the business of building single family
homes.

     WHEREAS,  the Purchaser, in reliance upon the representations, warranties
and  covenants  of  the  Seller set forth herein, desires to purchase from the
Seller,  and  the  Seller  desires  to  sell, transfer and convey the Acquired
Assets  (as  defined  in  Article X herein) to the Purchaser pursuant to the
terms  and  subject  to  the  conditions  set  forth  in  this  Agreement.

     WHEREAS,  Article  X  lists  defined  terms  used  in  this  Agreement.

     NOW  THEREFORE,  in  consideration  of  the  representations, warranties,
mutual covenants, and agreements herein contained, and other good and valuable
consideration,  the  receipt and sufficiency of which are hereby acknowledged,
the  Purchaser  and  Seller  hereby  agree  as  follows:

                               I     abARTICLE

                              SALE AND PURCHASE

1.01       ab     Section.  Transfer of the Acquired Assets.    Subject to
the  terms  and  conditions  set forth herein, on the Closing Date, the Seller
shall  sell,  convey,  transfer, assign, and deliver to the Purchaser, and the
Purchaser  shall  purchase,  acquire,  and  accept from the Seller, all of the
respective  rights, titles, and interests of the Seller in and to the Acquired
Assets.   The Purchaser shall not purchase, acquire, or accept from the Seller
any  right,  title,  or  interest  of the Seller in or to the Excluded Assets.

1.02      ab     Section.  Sale at Closing Date.   The sales, conveyances,
transfers,  assignments,  and deliveries by the Seller of the Acquired Assets,
as  herein  provided, shall be effected on the Closing Date, free and clear of
all  Liens,  except for the Liens set forth on Schedule 1.02, by appropriate
deeds,  bills  of  sale,  endorsements,  assignments, and other instruments of
transfer  and  Assumed  Liabilities  and  conveyance  satisfactory in form and
substance to the Seller and the Purchaser.  Notwithstanding the foregoing, the
Purchaser  shall be entitled to net profit earned by the Seller from the sales
of  Lot  6  Pineywood  Subdivision  and  Lot  76  Amberfield  Subdivision,  as
calculated in the normal course from the Seller's books and records.  This net
profit  shall  be  calculated  and  included  as  part  of  the Purchase Price
adjustment  contemplated  by  Section  1.06
1.03          ab     Section.  Assumption of Liabilities.   Subject to the
terms  and  conditions  set  forth  herein,  from  and  after the Closing, the
Purchaser  shall  assume,  pay,  perform,  and  discharge,  when due, only the
liabilities  and  obligations  of  the  Seller  which  are  (i) related to the
Acquired  Assets  (ii)  listed on Schedule 1.03 (the "Assumed Liabilities"),
and/or  (iii) subject to Section 4.01, Warranty Liabilities. Notwithstanding
the  foregoing,  the Purchaser shall not assume, pay, perform or discharge any
of  the  following:

(a)        ab     except as described in (i) or (iii) above, any liability not
listed  on  Schedule  1.03;

(b)        ab      any liability or obligation which is secured by an Excluded
Asset,  except  those  liabilities  listed  on  Schedule  1.03;

(c)          ab       any liability or obligation of any entity other than the
Seller;

(d)          ab          any  unfunded  pension  liability;

(e)       ab     any Tax liability which accrued on or before the Closing Date
(including  any  Tax  liability  resulting  from  the sale and transfer by the
Seller  of  the  Acquired  Assets hereunder), including past due or delinquent
taxes  or interest or penalties thereon; provided, however, that the Purchaser
shall  assume  liability  for  the  1999 ad valorem taxes relating to the Real
Property which accrued on or before the Closing Date (except for those 1999 ad
valorem  taxes  for  the  Westgate  Subdivision which accrued on or before the
Closing  Date),  up  to  a  maximum  of  Ten Thousand Dollars ($10,000) in the
aggregate..

(f)       ab     any liability arising from activities outside of the ordinary
course  of  business  of  the  Seller;

(g)          ab          any  tort liability not specified on Schedule 1.03;

(h)          ab      any other cost or expense, not listed on Schedule 1.03,
including,  but  not  limited  to,  any  cost  or expense incurred in building
residential  homes  (for  example,  the Purchaser shall not be responsible for
paying  any  contractor  or subcontractor that worked on a residential home if
the sale of such home closed prior to the Closing Date, unless those costs are
included in the liabilities set forth on Schedule 1.03); Seller shall retain
the  responsibility  for  all  of  Seller's  pre-closing  operating  expenses,
including  but  not  limited  to  rent,  utility  bills,  and  promotional and
advertising  expenses;


(i)          ab     any liability arising from any suit, cause, action, claim,
investigation,  or arbitration action that was filed, in progress, pending, or
threatened  against the Seller (or any of its assets or property) on or before
the  Closing  Date  whether  at law or in equity, whether civil or criminal in
nature, whether before any federal, state, county, or local court, commission,
board  or  agency;  or

(j)          ab     any liability arising from any circumstances arising on or
before  the  Closing  Date  not  described  on  Schedule  1.03.

     Those  Assumed Liabilities which are Real Property loans shall be paid in
full  by  the  Purchaser  on  or  immediately  after  the  Closing  Date.

1.04          ab     Section.  Purchase Price.   Subject to Section 1.05
below,  the  aggregate  consideration (the "Purchase Price") to be paid by the
Purchaser  to  the  Seller  for  the  Acquired  Assets  shall  be:

(a)     ab     cash in an amount equal to the sum of (i) the book value of the
Acquired  Assets  (net of the Assumed Liabilities) as of the Closing Date  and
(ii)  Two  Million  Eight Hundred Thousand Dollars and No/100 ($2,800,000), of
which Five Hundred Thousand ($500,000.00) will be paid into the escrow account
described in Section 1.05 below and the balance of which shall be payable at
Closing  by  wire  transfer of next day funds pursuant to payment instructions
provided  by  the  Seller;  and

(b)          ab          the  assumption  of  the  Assumed  Liabilities.

1.05        ab     Section.  Escrow.   At the Closing, the Purchaser shall
deposit Five Hundred Thousand Dollars ($500,000.00) of the Purchase Price with
Carolina  Title  Insurance Agency, Inc., as escrow agent (the "Escrow Agent"),
by  certified  or official bank check payable to the order of the Escrow Agent
or  by  wire transfer of immediately available funds (the "Escrow Amount" and,
together  with all earnings thereon, collectively, the "Escrow Deposit").  The
Escrow  Deposit  will  be  held,  invested  and  disbursed as specified in and
pursuant  to  the terms and conditions of an escrow agreement substantially in
the  form  attached  hereto  as  Exhibit  1.05  (the  "Escrow  Agreement").

1.06        ab     Section.  Purchase Price Adjustment.    For purposes of
estimating  the  Purchase  Price  for  the  Closing  (the  "Estimated Purchase
Price"),  the  book  value of the Acquired Assets (net of Assumed Liabilities)
shall be calculated based upon the April 30, 1999 balance sheet for the Seller
(the  "Estimated Closing Date Balance Sheet").  Based on the Estimated Closing
Date  Balance Sheet, the Purchaser will calculate the Estimated Purchase Price
and  will  pay the same at Closing pursuant to Section 1.04.  Within 60 days
after  the  Closing,  the Purchaser will cause to be prepared and delivered to
the  Seller  and  the  Shareholders a balance sheet setting forth the Acquired
Assets  and  the Assumed Liabilities as of the Closing Date (the "Closing Date
Balance  Sheet").


     (a)       The Estimated Purchase Price shall be adjusted, on a dollar for
dollar  basis,  to the extent that the book value of the Acquired Assets as of
the  Closing  Date  (net  of  the  Assumed Liabilities) (the "Book Value as of
Closing"), as shown on the Closing Date Balance Sheet, is greater than or less
than the book value of the Acquired Assets (net of the Assumed Liabilities) as
shown  on  the  Estimated  Closing Date Balance Sheet (the extent to which the
Estimated  Purchase  Price is less than the Purchase Price is referred to as a
"Deficit" and the extent to which the Estimated Purchase Price is greater than
the  Purchase  Price  is  referred  to  as  an "Excess"). To the extent of any
Excess,  the  Purchaser  shall be entitled to receive the amount of the Excess
from  the  Balance  Sheet  Escrow Deposit, and the Seller shall be entitled to
receive the remaining amount of the Balance Sheet Escrow Deposit (if any).  To
the  extent  that  the Balance Sheet Escrow Deposit is insufficient to satisfy
any  portion  of the Excess, then the Seller and/or the Shareholders shall pay
the  Purchaser,  in  cash,  the  balance  of  the  Excess.   To the extent the
Estimated  Purchase  Price  is  less  than or equal to the Purchase Price, the
Seller  shall  be  entitled  to receive the entire amount of the Balance Sheet
Escrow  Deposit.  To the extent a Deficit exists, then the Purchaser shall pay
the  Seller,  in  cash,  the  amount  of  the  Deficit.

     (b)          If  the Seller or the Shareholders disputes the Closing Date
Balance  Sheet  or  any  component thereof, such party (the "Disputing Party")
shall  give  written  notice  (the "Dispute Notice") to the other parties (the
"Non-Disputing  Party") within fifteen (15) business days after its receipt of
the Closing Date Balance Sheet, which Dispute Notice shall specify the reasons
for  such  disagreement  and  the  amount in dispute.  Failure to provide such
notice shall be deemed to constitute an acceptance of the Closing Date Balance
Sheet  and  the  calculations  thereon.    If  the Non-Disputing Party and the
Disputing  Party are unable to resolve the disputed matters outstanding within
fifteen  (15)  days  after  receipt  by the Non-Disputing Party of the Dispute
Notice,  all  matters  raised  by the Disputing Party not so resolved shall be
submitted to an independent "Big 5" accounting firm chosen by mutual agreement
of  the  Disputing  Party and Non-Disputing Party (such firm which accepts the
engagement,  the  "Independent  Auditor"),  for final resolution in accordance
with  the  terms  and  provisions  of this Agreement.  The Disputing Party and
Non-Disputing  Party  shall  use  their  respective  best efforts to cause the
Independent  Auditor  to make its determination as soon as possible, but in no
event later than thirty (30) days after receipt of the disputed matters.  Such
determination  shall  be  final  and binding upon the all of the parties.  The
Independent  Auditor's  determination  shall  be limited to matters of dispute
which are raised by the Disputing Party.  The Independent Auditor's resolution
of  any such disagreement shall be reflected in a written report which will be
delivered  promptly  to the Disputing Party and Non-Disputing party.  All fees
and  disbursements of the Independent Auditor shall be paid by the party other
than  the  party  with  whose  determination  the  Independent Auditor agrees,
provided however, that if the Independent Auditor's determination represents a
compromise



between  the determination of the Disputing Party and the Non-Disputing Party,
then  each  party  shall  pay 50% of such fees and disbursements.  Each of the
parties  shall  be  deemed to have accepted the Closing Date Balance Sheet and
the  calculations thereon, each as adjusted based on the Independent Auditor's
determination  as  of  the  date  such  reports  are  received  by  them.

1.07      ab     Section.  Withholding of Tax.   At Closing, the Purchaser
shall  withhold  from  the Purchase Price and pay to any applicable federal or
state  taxing  authority  any  and  all  amounts  owed by the Seller which the
Purchaser  is  required  to withhold and pay over to a federal or state taxing
agency  by  law.

1.08     ab     Section.  Subsequent Documentation.   At any time and from
time to time after the Closing Date and without any further consideration, the
Seller shall, upon the request of the Purchaser, and the Purchaser shall, upon
the  request  of  the  Seller,  promptly execute, acknowledge, and deliver, or
cause  to  be  executed, acknowledged, and delivered, such further instruments
and other documents, and perform, or cause to be performed, such further acts,
as  may be reasonably required to evidence or effectuate the sale, conveyance,
transfer,  assignment,  and  delivery  hereunder  of  the Acquired Assets, the
assumption by the Purchaser of the Assumed Liabilities, the performance by the
parties of any of their other respective obligations under this Agreement, and
to  carry  out  the  purposes  and  intent  of  this  Agreement.

1.09         ab     Section.  Allocation of Purchase Price.   The Purchase
Price  shall  be  allocated among the Acquired Assets pursuant to Code Section
1060  and  as  mutually  agreed upon by the parties and set forth on Schedule
1.09,  which,  to  the  extent  necessary,  shall  be  amended to reflect any
adjustments  to  the  Purchase  Price  as  contemplated  by  Section  1.06.

1.10      ab     Section.  Vehicle Loans.   As additional consideration to
the  Seller for the transactions contemplated by this Agreement, the Purchaser
agrees  that  upon  or immediately after the Closing Date, the Purchaser shall
pay,  in  full, the outstanding balance of principal and interest upon certain
vehicle  loans of the Seller (the "Vehicle Loans").  A complete listing of the
Vehicle  Loans,  and  the  outstanding balance of principal and interest as of
June  18th  ,  1999,  is  set  forth  on  Schedule  1.10  attached  hereto.
Notwithstanding  anything in this Agreement to the contrary, the Vehicle Loans
shall  not  be  included in "Assumed Liabilities" or otherwise included in the
calculation  of  Book  Value  as  of  Closing  contemplated by Section 1.06.

                               II     abARTICLE

                 REPRESENTATIONS AND WARRANTIES OF THE SELLER

     As  a  material  inducement to the Purchaser to enter into this Agreement
and  other  agreements  and  documents executed by the Purchaser in connection
with  this  Agreement,  and to consummate the transactions contemplated hereby
and  thereby,  the Seller and the Shareholders jointly and severally represent
and  warrant  to  the  Purchaser  that:

2.01        ab     Section.  Title to Property.   Except for the Liens set
forth  in  Schedule 1.02, the Seller has good, valid and marketable title to
all  of  the Acquired Assets, free and clear of all mortgages, liens, pledges,
charges,  claims,  security interests, encumbrances, easements, encroachments,
rights  of  third parties, or other interests of any kind or character, except
for  liens  for  property  taxes  not  yet  due  and  payable.

2.02     ab     Section.  Authority; Consent.   The Seller and each of the
Shareholders  have  the  full  capacity,  right, power, and authority to enter
into,  execute,  and  deliver  this  Agreement, to consummate the transactions
contemplated  by  this Agreement, and to comply with and fulfill the terms and
conditions of this Agreement.  Seller has the full capacity, right, power, and
authority  to sell, transfer, assign, and deliver each and all of the Acquired
Assets  to  the  Purchaser.    The execution and delivery of this Agreement by
Seller  and the consummation by Seller of the transactions contemplated hereby
have  been  duly and validly authorized by all necessary action on the part of
the  Board  of  Directors  and the shareholders of the Seller.  This Agreement
constitutes  a  valid  and  binding  obligation  of  Seller  and  each  of the
Shareholders, enforceable in accordance with its terms and conditions, subject
to enforcement of applicable bankruptcy, insolvency, reorganization, and other
similar  laws  of  general  applicability  relating  to or affecting creditors
rights  generally.    No  further  action  is necessary by Seller to make this
Agreement  valid  and binding upon it and enforceable against it in accordance
with  the  terms hereof or to carry out the transactions contemplated hereby.
Except  for  the Loan Documents reflecting the financing for the Real Property
and except as set forth in Schedule 2.02, neither the execution and delivery
of  this  Agreement,  nor  the  consummation  of the transactions contemplated
hereby,  nor compliance by Seller with any of the provisions of this Agreement
will:

(a)         ab     Conflict with, violate, result in a breach of, constitute a
material  default  (or  an  event which, with notice or lapse of time or both,
would  constitute  a default) under, or give rise to any right of termination,
cancellation,  or  acceleration  under  any  provision  of  the  Articles  of
Incorporation  or  the  Bylaws  of  Seller, or any of the terms, conditions or
provisions  of any note, credit agreement, security or pledge agreement, lien,
bond,  mortgage,  indenture,  license, lease, contract, commitment, agreement,
understanding,  arrangement, restriction, or other instrument or obligation to
which  the  Seller  is  a party or by which Seller or any of its properties or
assets  may  be  bound;

(b)          ab       Violate any law, rule or regulation of any government or
governmental  agency  or  body,  or  any Judgment, order, writ, injunction, or
decree  of  any  court,  administrative agency, or governmental agency or body
applicable  to  the  Seller  or  any  of its respective properties, assets, or
outstanding  shares  or  other  securities  of  Seller;  or

(c)         ab     Constitute an event which, with or without notice, lapse of
time,  or  action  by a third party, could result in the creation of any lien,
charge, or encumbrance upon any of the assets or properties of Seller, or upon
the  Acquired  Assets,  or cause the maturity of any liability, obligation, or
debt  of  Seller  to  be  accelerated  or  increased.

2.03     ab     Section.  Consents and Approvals.   Except as set forth on
Schedule 2.03, the execution, delivery, and performance of this Agreement by
the  Seller or the consummation by the Seller of the transactions contemplated
hereby  will not require any notice to, or consent, authorization, or approval
from  any court or governmental authority or any other third party.  Except as
set  forth  in  Section 2.03, any and all notices, consents, authorizations,
and  approvals  set  forth  on  Schedule  2.03  have been made and obtained.

2.04         ab     Section.  Organization.   Seller is a corporation duly
organized,  validly existing, and in good standing under the laws of the State
of  North  Carolina.  Seller has all the requisite power and authority to own,
lease,  and  operate its properties and to carry on its business operations as
it  is  now being conducted.  Prior to the Closing, the Seller will deliver to
the  Purchaser  (a)  a  copy  of  the  Articles  of  Incorporation and Bylaws,
including  all  amendments thereto, of Seller certified as true, complete, and
presently in effect by the Secretary of Seller, and (b) a Certificates of Good
Standing  of  Seller,  or its equivalent, issued by the Secretary of State for
the  State  of  North  Carolina.

2.05       ab     Section.  Financial Statements of the Seller.   True and
complete  copies  of the annual financial statements of the Seller for each of
the  years  1996,  1997  and  1998 and the internally prepared interim balance
sheets  and income statements of the Seller as of April 30, 1999, are attached
hereto  as  Schedule  2.05  (collectively  the  "Financial Statements of the
Seller").   The Financial Statements of the Seller are true and correct in all
material  aspects, have been prepared from the books and records of the Seller
in  accordance  with generally accepted accounting principles, and contain and
reflect  all  necessary  adjustments  or  accruals  necessary  for  a  fair
presentation  of  the financial condition and results of the operations of the
Seller  for  the  periods  indicated.

2.06      ab     Section.  Tax Matters.   Except as set forth in Schedule
2.06:

(a)          ab     All federal, state, county, and local taxes of any kind or
character, including, without limitation, income (including gross and adjusted
gross),  receipts,  property  (including  real,  personal,  and  intangible),
transfer,  sales,  use,  franchise,  value added, excise, recording, financial
institutions, employees' income and social security withholding, and all other
withholding, social security and unemployment taxes, which are due and payable
by  or  on  behalf  of  the  Seller,  and  all  interest and penalties thereon
(collectively,  the  "Taxes"),  have been paid (and, to the extent applicable,
withheld)  in full (or are adequately reserved for and accurately reflected as
a  liability  in  the  Interim  Financial  Statements);

(b)      ab     The Seller has filed all currently due federal, state, county,
local,  and  other  tax  returns,  statements,  forms,  reports,  and  similar
documents  with  respect  to  Taxes  required to be filed with the appropriate
third  parties  and  governmental  agencies in all jurisdictions in which such
returns,  statements, forms, reports, and similar documents are required to be
filed  (collectively,  the "Returns"); and all such Returns are true, correct,
and  complete  in  all  material  respects;  and

(c)     ab     There is not now in force any extension of time with respect to
the date on which any Return was or is due to be filed by, or on behalf of, or
with  respect  to  the  Seller or any waiver or agreement by the Seller for an
extension  of  time  for  the  assessment  of  any  Tax.

2.07     ab     Section.  Compliance with Laws; No Default or Litigation.
 Except  as  set  forth  in  Schedule  2.07:

(a)     ab     The Seller is not in default or violation (nor is there, to the
Knowledge  of  the  Seller,  any  event which, with notice or lapse of time or
both,  would  constitute  a default or violation) in any respect (i) under any
contract,  agreement, lease, consent order, or other commitment to which it is
a  party  or  any of the Acquired Assets is subject or bound or (ii) under any
law,  rule, regulation, writ, injunction, order, or decree of any court or any
federal,  state,  local,  or other governmental department, commission, board,
bureau,  agency, or instrumentality (including, without limitation, applicable
laws,  rules  and regulations relating to environmental protection, antitrust,
civil  rights,  health,  and  occupational  health  and  safety);
(b)       ab     There are no actions, suits, claims, investigations, or legal
arbitration  or  administrative  proceedings  in progress, pending, or, to the
Knowledge  of  the  Seller, threatened by or against the Seller (or any of the
Acquired  Assets)  whether  at  law or in equity, whether civil or criminal in
nature,  or  whether  before  or  by a federal, state, county, local, or other
governmental  department,  commission,  board,  bureau,  agency,  or
instrumentality,  domestic or foreign, nor has the Seller been charged with or
received  any notice of any violation of any rule, regulation, ordinance, law,
order,  decree, or requirement relating to the Seller, its properties, assets,
or  the  transactions  contemplated  by  this  Agreement;  and

(c)       ab     No action, suit, or proceeding has been instituted or, to the
Knowledge  of  the  Seller,  threatened  to  restrain,  prohibit, or otherwise
challenge  the  legality  or validity of the transactions contemplated by this
Agreement.

2.08          ab      Section.  Personal Property Owned.   Schedule 2.08
contains a list and brief description of substantially all model homes, tools,
furniture,  furnishings,  fixtures,  machinery, supplies, vehicles, equipment,
and all other items of tangible personal property owned or used by Seller (the
"Personal  Property").

2.09          ab     Section.  Personal Property Leased.   Schedule 2.09
contains a list and brief description of all leases and other agreements under
which  the  Seller  is  a  lessee of, holds, or operates any tools, furniture,
machinery,  vehicles, equipment, or other personal property owned by any third
party  (the  "Leased Personal Property").  The Seller on or before the Closing
will  deliver  to  the Purchaser copies of the leases and agreements listed in
Schedule  2.09.    Each  of  such leases and agreements is in full force and
effect  and  constitutes a legal, valid, and binding obligation of the Seller,
enforceable  in  accordance  with  its terms.  No consent of any lessor of the
Leased  Personal  Property  is  required  in  connection with the transactions
contemplated  by  this  Agreement,  except  as  set forth in Schedule 2.09.
Except  as  disclosed in Schedule 2.09, there is not any existing default or
event  which,  after  notice  or  lapse  of  time, or both, would constitute a
default  or result in a right to accelerate or loss of rights as to the Leased
Personal  Property.  None of the Acquired Assets is subject to any lease other
than  as  set  forth  in  Schedule  2.09.

2.10     ab     Section.  Developed Real Property.   Schedule 2.10 lists
and  contains a legal description of each parcel of Developed Real Property in
which Seller owns an interest.  For purposes of this Agreement, Developed Real
Property  is  real  property, owned by the Seller, which (i) has all necessary
access  to  and  from  public  highways,  streets,  and roads and for which no
pending  or threatened proceeding or other fact or condition exists that could
limit  or  result  in  the termination of such access and (ii)(A) is or can be
connected  to  and,  where  applicable,  serviced  by electric, gas, sewage or
septic,  telephone,  and  public  or  private  water  facilities, and, when so
connected,  will be in compliance in all material respects with all applicable
laws and (B) for which all applicable installation and connection charges have
been  paid  in  full.  Developed Real Property shall not include Land Contract
Property  and Land Option Property (as those terms are defined below).  Except
as  set  forth  on  Schedule  2.10, Developed Real Property is Substantially
Complete.  For purposes of this Agreement, "Substantially Complete" means that
each  and  all  of the requirements listed below have been met with respect to
the  Developed  Real  Property  and  each  lot  contained  therein (a "Lot" or
"Lots").    With  respect  to  each  Lot:

(a)        ab     Final subdivision plats have been approved by all applicable
governmental  authorities  and recorded in the official records of the county,
municipality  or  applicable  governmental  authority;

(b)        ab     Final acceptance letters have been issued by the appropriate
governmental  authority  which  evidence  that such authority has accepted for
permanent  maintenance all the streets, water lines, sanitary sewer, and storm
sewers  for  the  Lots;

(c)          ab      The appropriate governmental authority has certified that
operable  water  and  sewer  taps  are  available  to  each  of  the Lots; and

(d)          ab      The appropriate governmental authority has certified that
building  permits  are obtainable for the construction of single-family houses
and  multi-family  housing  units  on  the  Lots.

2.11         ab     Section.  Undeveloped Real Property.   Schedule 2.11
lists  and sets forth the legal description (or such other description legally
sufficient  to  identify  the  subject property) of each parcel of Undeveloped
Real  Property  in  which  Seller  owns  an  interest  (the  "Undeveloped Real
Property").  For purposes of this Agreement, "Undeveloped Real Property" shall
be  defined  as  all  real property which is not Developed Real Property, Land
Contract  Property  or Land Option Property.  Except as set forth on Schedule
2.11,  no  fact,  condition  or  restriction  could  preclude  or prevent the
Undeveloped  Real Property from (a) having access to and from public highways,
streets,  and  roads or (b) being connected to and, where applicable, serviced
by  electric,  gas,  sewage  or septic, telephone, and public or private water
facilities.    Except  as set forth on Schedule 2.11, Seller has secured all
easements and public dedications necessary to connect the utilities referenced
above  from  their  current  locations  to  the  boundary  of  each  parcel of
Undeveloped  Real  Property  as  such  boundaries  currently  exist.

2.12     ab     Section.  Real Property Leases.   Schedule 2.12 contains
a  list  and  brief  description  of  each  agreement,  arrangement, contract,
commitment,  lease  or  usufruct  (each,  a "Real Property Lease") pursuant to
which Seller is the lessor or the lessee (or has an equivalent interest in the
case  of  usufructs  or  other  arrangements  which  may  not  be leases under
applicable law) of any real property (the "Leased Real Property").  As to each
Real Property Lease, (a) Seller has neither delivered nor received notice that
any  breach  or  event  of  default  exists, and (b) no condition or event has
occurred  that  with  the  giving  of notice, the lapse of time, or both would
constitute  a  breach  or  event  of  default by Seller or any other person or
entity.

2.13          ab          Section.    Land  Contracts.

(a)     ab     Schedule 2.13(a) contains a list and brief description of all
written and oral agreements, arrangements, contracts, and commitments pursuant
to which Seller (i) is obligated to purchase any developed or undeveloped real
property  (the  "Land  Contract  Property"),  or  (ii)  possesses an option to
acquire  any  developed  or  undeveloped  real  property    (the  "Option Real
Property")  as  of  the  date  hereof.  Schedule 2.13(a) also sets forth the
legal  description  of  each  parcel of Land Contract Property and Option Real
Property, or such other description legally sufficient to identify the subject
property.

(b)         ab     Each parcel of developed real property included in the Land
Contract  Property,  when  and  if  purchased,  will  satisfy  all  of  the
representations  and warranties set forth herein concerning the Developed Real
Property.    Each  parcel  of  undeveloped  real property included in the Land
Contract  Property,  when  and  if  purchased,  will  satisfy  all  of  the
representations  and  warranties  set  forth herein concerning the Undeveloped
Real  Property.

(c)        ab     Schedule 2.13(c) sets forth all executed letters of intent
and  similar  proposals  relating  to  the purchase of real property by Seller
which  have  not  expired  or  been  terminated.

2.14          ab          Section.    Real  Property  Generally.

(a)       ab     Good and Marketable Title.   Seller has good and marketable
title  in fee simple to its Developed Real Property, Undeveloped Real Property
and  Land Contract Property (collectively, the "Real Property"), except as set
forth  on  Schedule 2.14(a), and except for the Liens described on Schedule
1.02, and except that Seller will not acquire such title to its Land Contract
Property  until the acquisition thereof.  The Real Property constitutes all of
the  real  property which Seller owns or has a right to acquire or in which it
otherwise has an interest, except for any easements, rights of way, covenants,
servitude,  licenses or other interests, whether arising by contract, statute,
regulation,  common law, equity or otherwise which are appurtenant to any Real
Property.

(b)     ab     No Breach or Default.  Except as to be set forth in Schedule
2.14(b), the Seller has not given nor has it received any written notice that
a  breach  or  an  event  of  default  exists  under  or  with  respect to any
agreements,  arrangements,  contracts,  covenants, conditions, deeds, deeds of
trust,  rights-of-way,  easements,  mortgages,  restrictions,  surveys,  title
insurance  policies,  and  other  documents  granting  Seller  title  to or an
interest in or otherwise affecting the Real Property, and, to the Knowledge of
the Seller, no condition or event has occurred that with the giving of notice,
the  lapse  of  time, or both would constitute a breach or event of default of
any  such  agreement  or  document,  by  Seller or any other person or entity.

(c)     ab     No Condemnation.  No condemnation, eminent domain, or similar
proceeding  exists,  is  pending  or,  to  the  Knowledge  of  the  Seller, is
threatened  with  respect  to,  or that could affect, any Real Property or its
development  or  the  construction,  marketing,  or sale of dwellings situated
thereon  or  the  insurability  or  marketability  of  the  title  thereto.

(d)          ab       Compliance with Laws.  Except as set forth on Schedule
2.14(d),  the  buildings  and  improvements on and the subdivision of the Real
Property  do  not  violate  (i)  any  applicable  law, including any building,
set-back,  or  zoning  law,  ordinance,  regulation,  or  statute,  or  other
governmental  restriction  in  the  nature  thereof,  or  (ii) any enforceable
restrictive  covenant  affecting  any  such  property.

(e)          ab      Parties in Possession.  Except as set forth on Schedule
2.14(e),  there  are  no  parties  in  possession  of  any portion of the Real
Property  as  lessees,  tenants  at  sufferance,  or  trespassers,  except for
rightful  possessors  of the Option Property, the Leased Real Property, or the
Land  Contract  Property.

(f)     ab     Site Obligations.  Except as set forth on Schedule 2.14(f),
no Real Property is subject to any condition or obligation to any governmental
entity or other person or entity requiring the owner or any transferee thereof
to  donate land (except for incidental rights of way), money or other property
or  to  make  off-site  public  improvements.

(g)          ab       Assessments.  Except a shown on Schedule 2.14(g), no
developer-related  charges or assessments by any public authority or any other
person  or  entity  for public improvements or otherwise made against the Real
Property are unpaid (other than those set forth on the Financial Statements of
the  Seller  or  incurred  since  the  date  thereof in the ordinary course of
business  consistent  with past practices), including without limitation those
for construction of sewer lines, water lines, storm drainage systems, electric
lines,  natural  gas  lines,  streets (including perimeter streets), roads and
curbs,  excluding homeowner association dues and per lot impact fees and water
meter  installation  fees.

(h)          ab     Subdivision Standards.  Except as set forth on Schedule
2.14(h),  the  Real  Property  and  all  lots included therein conform to the
appropriate  governmental  authority's  subdivision standards, and there is no
material impediment to subdivision approval for the Undeveloped Real Property,
such  approval  to  allow  development  of  the  Undeveloped Real Property for
construction  and sale of single family homes at the density and materially in
the  manner  in  which  Seller  currently  anticipates  building  thereon.

(i)          ab      Moratoria.  Except for the forty-five (45) day building
permit  moratorium adopted by the Town of Holly Springs, to the best knowledge
of  Seller,  there is no moratorium applicable to any of the Real Property, to
the  extent  Seller  plans further development thereof, on (i) the issuance of
building  permits for the construction of houses, or certificates of occupancy
therefor, or (ii) the purchase of sewer or water taps to the extent the Seller
plans  or  is  required  to  rely  on  public  water  or  sewer  facilities.

(j)        ab     Construction Conditions.  Except as set forth on Schedule
2.14(j),  to  the  best knowledge of Seller, each of the lots included in the
Developed Real Property, developed real property included in the Land Contract
Property  and  developed real property included in the Land Option Property is
stable  and otherwise suitable for the construction of a residential structure
by  customary  means  and  without  extraordinary  site  preparation measures.

(k)          ab        Certain Prior Uses.  Except as set forth on Schedule
2.14(k),  to  the  best  knowledge of Seller, none of the Real Property has a
gravesite that will materially impede the development of residential homes and
no  permanent  structures  have been constructed on a fill or borrow area in a
manner  that materially adversely affects the Seller's intended use thereof or
that  does  not  comply  with  any  applicable  law  in  any material respect.

(l)     ab     Claims.  Except as set forth on Schedule 2.14(l), no action
described in Section 2.07(b) or (c) is pending or, to the Knowledge of the
Seller,  threatened  against  the  Seller  with  respect  to  any  of the Real
Property.    All  of  the  Real  Property is in compliance with all applicable
zoning and subdivision ordinances and none of the development-site preparation
and  construction  work  performed  on  the  Real Property has concentrated or
diverted  surface  water or percolating water improperly onto or from the Real
Property  in a manner that affects Seller's present or intended use thereof or
the  value  of  the  Real  Property.

(m)          ab        Third Party Rights.  Except as set forth on Schedule
2.14(m), Seller has not granted to any person or entity any material contract
or  other  right  to  the  use  of  any portion of the Real Property or to the
furnishing  or  use  of  any  facility  or  amenity on or relating to the Real
Property,  other  than  sales  contracts  in  the ordinary course of business.

(n)        ab     Zoning.  Except as set forth on Schedule 2.14(n), all of
the  Real  Property  is  zoned  to  permit  construction  and  occupancy  of
single-family  or  multi-family  homes,  as  applicable.

2.15          ab          Section.    Homeowner's  Associations.

(a)     ab     Schedule 2.15 sets forth a list of all homeowner associations
in  which  the  Seller  has  or  has  had  declarant  rights  (the  "Homeowner
Associations")  and  all  amounts  owing  between  Seller  and  the  Homeowner
Associations.

(b)         ab     Except as set forth on Schedule 2.15, (i) all restrictive
covenants  and  other documents used by Seller in connection with the creation
and operation of the Homeowner Associations (A) in which Seller previously had
declarant  rights  complied  in all materials respects with applicable laws at
the  time  the  same  were  promulgated, and (B) in which Seller currently has
declarant  rights  currently  comply  in all material respects with applicable
laws,  and  (ii)  all  material  disclosures and deliveries of information and
documents  required  by  applicable laws as to such Homeowner Associations and
their  creation  and  operation  have  been  materially  complied  with.

(c)      ab     To the Knowledge of the Seller; (i) no other claims exist by a
Homeowner  Association against Seller; and (ii) each Homeowner Association has
been  operated, so long as Seller has participated therein, in accordance with
applicable  laws.

2.16      ab     Section.  Environmental Compliance.   Except as set forth
in  Schedule  2.16:

(a)          ab       The Seller has at all times complied with all applicable
Environmental Requirements in its development, construction and disposition of
the  Real  Property.    Further, to the Knowledge of the Seller, no current or
previous  owner  of  any  Real  Property materially violated any Environmental
Requirements;
(b)        ab     No Hazardous Material has ever been generated, manufactured,
refined,  used,  transported, treated, stored, handled, disposed, transferred,
produced,  or  processed  at, to, or on any Real Property by the Seller or, to
the  Knowledge of the Seller, by any other Person and, to the Knowledge of the
Seller,  no  Hazardous  Material  has  ever  been  incorporated  into any Real
Property;

(c)          ab        There are no existing or potential Environmental Claims
relating  to  any  Real  Property,  and  the  Seller  has  not  received  any
notification,  nor  does  it  have  any  Knowledge of, any alleged, actual, or
potential  responsibility  for any disposal, release, or threatened release at
any  location  of  any Hazardous Material generated at or transported from any
Real  Property  by  or  on  behalf  of  the  Seller;

(d)        ab     (i) No underground storage tank or other underground storage
receptacle  (or  associated  equipment  or piping) for Hazardous Materials has
been  put  on  the Real Property by Seller, or, to the Knowledge of Seller, is
currently  located at or on any Real Property and, to the Knowledge of Seller,
there  have  been  no  releases  of  any  Hazardous  Materials  from  any such
underground  storage  tank or related piping at any time prior to the Closing;
and  (ii)  there  have  been no releases (i.e., any past or present releasing,
spilling,  leaking,  pumping,  pouring,  emitting,  emptying,  discharging,
injecting, escaping, leaching, disposing, or dumping) by the Seller or, to the
Knowledge  of  the Seller, by any other Person, of Hazardous Materials at, on,
to,  or  from  any  Real  Property;

(e)      ab     There are no PCBs or friable asbestos located or contained at,
on,  or  in  any  Real  Property;

(f)          ab      No lien or other encumbrance has been imposed on any Real
Property  by  any  federal,  state,  local,  or foreign governmental agency or
authority  due to either the presence of any Hazardous Material on, off, or in
the  Real  Property  or  a  violation  of  any  Environmental  Requirement;

(g)      ab     The Seller has not received any notices issued pursuant to the
citizen's suit provision of any Environmental Requirement relating to any Real
Property;

(h)          ab       The Seller has not received any request for information,
notice,  demand, letter, administrative inquiry, formal or informal complaint,
or  claim  with  respect  to  any Environmental Conditions or violation of any
Environmental  Requirement  relating  to  any  Real  Property;

(i)          ab          There have been no environmental investigations, site
assessments  or  audits, or soil or groundwater sampling conducted at any Real
Property  by  the  Seller, or, to the Seller's Knowledge, by any other Person.

(j)          ab       None of the Real Property on which the Seller intends to
construct  a  residential  dwelling  is  located  within  a  "critical,"
"preservation,"  "conservation"  or similar type of area which will materially
affect  the  Seller's  present  development plans therefor.  No wetlands exist
which will restrict development of any of the Real Property as contemplated by
the  Seller  nor  render  the  cost  of  its  development of any Real Property
materially  in excess of the Seller's budget therefor.  No portion of the Real
Property  which the Seller has developed or intends to develop for residential
lots  and  dwellings  is  situated within a "noise cone" such that the Federal
Housing  Administration  will  not  approve  mortgages  due to the noise level
classification  of  such  real  property.    Any Real Property which cannot be
developed  in  accordance  with  its official development plan and preliminary
plot  without materially increasing development costs above those contemplated
by the Seller or materially delaying construction shall be listed on Schedule
2.16.

2.17          ab          Section.    Contracts.

(a)         ab     Schedule 2.17(a) lists the following contracts and leases
(other than those described in Schedule 1.03, Schedule 2.09, and Schedule
2.12),  including all amendments thereto, to which the Seller is a party (all
the  contracts,  leases  and  amendments  thereto  listed on Schedules 1.03,
2.09,  2.12  and  2.17(a)  are  defined  as  the "Contracts") including:

     ab        Loans, lines of credit, letters of credit, security agreements,
pledges,  mortgages,  hypothecations,  loan  agreements,  guaranties, or other
payment  or  collateral  obligations;

     ab          Agreements  of  guaranty  or  indemnification;

     ab       Agreements, contracts, and commitments containing any covenant,
condition,  or  promise  limiting  the  right  of  the Seller to engage in any
activity  or  compete  with  any  person;

     ab          Written  employment  agreements,  contracts,  policies,  and
commitments with or between the Seller and any of its employees, directors, or
officers,  including  without  limitation  those  relating  to  severance;

     ab          Material  written  agreements  with  employees  as  a  group;

     ab          Contracts with suppliers and vendors of parts, equipment, and
other  items  used  by  the  Seller  in  the  ordinary course of business; and

     ab          Joint  venture  or  partnership  agreements.

Notwithstanding  the above, the term "Contract" does not include any agreement
relating  to  an Excluded Asset which agreement will not be assigned by Seller
to  the  Purchaser  pursuant  to  this  Agreement.

(b)       ab     All of the Contracts are valid and binding obligations of the
Seller, are enforceable in accordance with their respective terms, are in full
force  and  effect  and,  except as otherwise specified in Schedule 2.17(a),
will  continue in full force and effect without the consent of any other party
so  that,  after  the  Closing,  the  Purchaser  will  be entitled to the full
benefits  thereof.  Except as set forth in Schedule 2.17(b), (i) none of the
Contracts  contain  any provision that is triggered by any of the transactions
contemplated by this Agreement; (ii) none of the Contracts contain a provision
imposing  a  penalty  if  any of the amounts due thereunder are prepaid; (iii)
there  is  not  any existing default or, to the Knowledge of the Seller, event
which,  after  notice or lapse of time, or both, would constitute a default or
result  in  a right to accelerate or loss of rights; and (iv) to the Knowledge
of  the Seller, none of the material suppliers, vendors or subcontractors used
by  Seller  has,  or  intends  to,  terminate  or  change  significantly  its
relationship  with  the  Seller.  Copies of the Contracts in written form have
been  delivered  or  will  be delivered to the Purchaser prior to the Closing.

2.18       ab     Section.  Accounts and Notes Receivable.   The Seller on
or  before  the  Closing  will  deliver  to  the  Purchaser a list of Accounts
Receivable  owing to the Seller from its customers and all other parties as of
the  date  of Closing with such list to be set forth in Schedule 2.18.  Such
list  shall  include  the  amount  of  the obligation, date the obligation was
created,  date  when  the  obligation  is due, and any applicable penalties or
discounts.    The  Seller has no Knowledge of any facts or circumstances which
will  interfere  with the collection of Accounts Receivable in accordance with
their  terms.

2.19      ab     Section.  Intellectual Property.   Except as set forth in
Schedule  2.19,  Seller  owns or possesses all corporate names, trade names,
trademarks,  service  marks,  mailing  lists,  copyrights, works of art, trade
secrets,  computer  programs,  know-how,  proprietary processes and formulae,
technology and all other proprietary technical information, whether patentable
or  unpatentable,  and  all  applications  and  registrations of the foregoing
(collectively,  "Intellectual  Property"),  necessary  to  conduct  the  Huff
Operations  as  presently  operated.  Schedule 2.19 also contains a list and
brief  description of all such Intellectual Property in written form which has
been  registered  with  any  state  trademark office, with the U.S. Patent and
Trademark  Office  or  with  the  U.S.  Copyright  Office,  including computer
programs having a cost to Seller in excess of One Thousand Dollars ($1,000.00)
per  copy.   Except as set forth in Schedule 2.19, each copyright claimed to
be owned by Seller relating to a work of art created prior to January 1, 1978,
has  been  properly  registered  by  Seller  claiming  ownership with the U.S.
Copyright Office.  Except as set forth in Schedule 2.19, to the Knowledge of
Seller,  Seller  is  not  infringing upon or otherwise acting adversely to, or
engaging  in  the  unauthorized  use  or misappropriation of, any Intellectual
Property,  rights  of  publicity,  or rights of privacy which are owned by any
other  person or entity, and there is no claim or action by any such person or
entity  pending  or  threatened  with  respect  thereto.

2.20        ab     Section.  Labor Relations: Employees.   As of December
31,  1998  the  Seller employed a total of twenty-eight (28) employees.  As of
the  Closing  Date,  except  as  set  forth  in  Schedule  2.20:

(a)      ab     The Seller has paid in full or accrued to all of its employees
all  wages,  salaries,  commissions, bonuses, fringe benefit payments, and all
other  direct and indirect compensation of any kind for all services performed
by  them  and  each  of  them  to  the  date  hereof;

(b)        ab     The Seller is in compliance with (i) all federal, state, and
local laws, ordinances, and regulations dealing with employment and employment
practices  of  any  kind,  and  (ii)  all  wages  and  hours  requirements and
regulations;

(c)          ab          There  is  no  unfair labor practice, safety, health,
discrimination,  or  wage  claim,  charge,  complaint,  or  suit  pending  or
threatened against or involving the Seller before the National Labor Relations
Board,  Occupational  Safety  and  Health  Administration,  Equal  Employment
Opportunity  Commission,  Department of Labor, or any other federal, state, or
local  agency;

(d)      ab     There is no labor dispute, strike, work stoppage, interference
with production, or slowdown in progress, threatened against, or involving the
Seller;

(e)     ab     There is no question of representation under the National Labor
Relations  Act,  as  amended,  or  any  state equivalent thereof, pending with
respect  to  the  employees  of  the  Seller;

(f)      ab     There is no grievance pending or threatened which might have a
material  adverse  effect  on  the  Seller,  or  on  the  conduct  of the Huff
Operations;

(g)        ab     There exists no collective bargaining agreement to which the
Seller  is  a party, and there is no collective bargaining agreement currently
being  negotiated, subject to negotiation, or renegotiation by the Seller; and

(h)          ab      There is no dispute, claim, or proceeding pending with or
threatened  by  the Immigration and Naturalization Service with respect to the
Seller.

2.21          ab          Section.    Employee  Benefit  Plans.

(a)          ab       Schedule 2.21, attached hereto and made a part hereof,
contains  a  list  of  each  (i)  employee welfare benefit plan (as defined in
Section  3(1)  of  ERISA (hereinafter referred to as "Employee Welfare Benefit
Plan")  and  (ii) employee pension benefit plan (as defined in Section 3(2) of
ERISA) (hereinafter referred to as "Employee Pension Benefit Plan"), (A) which
was maintained or administered by the Seller immediately prior to the Closing,
(B) to which the Seller contributed, or was legally obligated to contribute to
immediately  prior  to  the  Closing,  or  (C)  under which the Seller had any
liability  immediately prior to Closing, with respect to its current or former
employees  or  independent  contractors.  Solely for purposes of this Section
2.21,  the  Employee Welfare Benefit Plans and Employee Pension Benefit Plans
are  collectively  referred  to  as  "Employee Benefit Plans" and individually
referred  to  as  an  "Employee  Benefit  Plan".

(b)          ab         The Seller, on or before the Closing, will provide the
Purchaser  with  true  and  correct  copies  of (i) all Employee Benefit Plans
listed  on  Schedule  2.21,  including all amendments thereto, (ii) the most
recent  summary plan description for each Employee Benefit Plan, and (iii) the
most  recently  filed  IRS  Form  5500  for  each  Employee  Benefit  Plan.
(c)          ab     Each of the Employee Benefit Plans is in compliance in all
material respects with the applicable provisions of ERISA and those provisions
of  the  Code  applicable  to  the  Employee  Benefit Plans, and each Employee
Benefit  Plan  intended to be qualified under section 401(a) of the Code is so
qualified.  None of the Employee Benefit Plans is subject to Title IV of ERISA
or  to  section 412 of the Code.  All contributions to, and payments from, the
Employee  Benefit  Plans which may have been required to be made in accordance
with  the  Employee  Benefit Plans or the Code have been timely made.  Each of
the  Employee Benefit Plans has been administered at all times in all material
respects in accordance with its terms.  There are no pending investigations by
any  governmental  agency  involving  the  Employee  Benefit Plans except with
respect to this transaction, no termination proceedings involving the Employee
Benefit  Plans,  and    no  pending  or,  to the best knowledge of the Seller,
threatened  claims  (except  for  claims  for  benefits  payable in the normal
operation  of  the  Employee Benefit Plans), suits, or proceedings against any
Employee  Benefit  Plan or assertion of any rights or claims to benefits under
any  Employee  Benefit  Plan.

(d)     ab     No Employee Benefit Plan fiduciary has engaged in a "prohibited
transaction"  (as  that term is defined in section 4975 of the Code or section
406  of  ERISA)  which  could  subject any Employee Benefit Plan to the tax or
penalty  on  prohibited  transactions imposed by section 4975 or the sanctions
imposed  under  Title  I  of  ERISA.

(e)     ab     The Seller is not obligated to contribute to any multi-employer
plan  (as  defined  in  ERISA  Section  3(37).

(f)          ab          The  Seller has complied with the requirements of the
Consolidated  Omnibus  Budget  Reconciliation  Act  of  1985,  as  amended
(hereinafter  referred  to  as  ("COBRA"))  and  the  rules  and  regulations
thereunder.    Seller shall be solely responsible and liable for providing any
and  all  benefits  to  employees  or  others (or their covered dependents) of
Seller required under COBRA arising from any qualifying event as defined under
Code Section 4980B(f)(3) and ERISA Section 603 occurring on or before Closing.

(g)      ab     The Seller hereby represents that it shall terminate the Homes
by  Huff  &  Co.,  Inc.  Profit  Sharing  Plan  (the "Profit Sharing Plan") by
adoption  of  appropriate  Board resolutions and an amendment to terminate the
Profit  Sharing Plan as of a date before the Closing Date.  Seller agrees that
it  shall submit the Profit Sharing Plan to the Internal Revenue Service for a
qualification  letter regarding the tax qualified status of the Profit Sharing
Plan upon Plan termination and upon receipt of a qualification letter from the
Internal  Revenue Service regarding the qualified status of the Plan upon Plan
termination.   Seller shall liquidate the assets under the Profit Sharing Plan
as  soon  as administratively feasible thereafter.  Purchaser shall accept any
direct  rollover  from  the Profit Sharing Plan into the Purchaser's qualified
retirement  plan  ("Purchaser's  Plan"), as elected by the participants of the
Seller's  Profit  Sharing Plan who then are active employees of Purchaser, and
in  accordance  with the terms and provisions of the Purchaser's Plan.  Seller
further  represents  that  Seller  and  any  member of its controlled group as
defined  under  Internal  Revenue Code Section 414(b), (c), (m) or (o), do not
and  will  not  maintain  any qualified retirement plan under Internal Revenue
Code  Section  401(k) as of the Closing Date, or at any time during the period
beginning  on  the date of the Profit Sharing Plan's termination and ending 12
months  after  distribution  of  all assets from the terminated Profit Sharing
Plan.

2.22         ab     Section.  Warranty Liability.   Except as set forth in
Schedule  2.22,  with respect to the Acquired Assets, the Seller has not (a)
incurred  any  costs  in  regard to any Warranty Liability at any time (b) the
Seller  has  not  been  notified,  in  writing  or  orally,  of any pending or
potential  Warranty Liability which has arisen or may arise in the future, and
(c)  Seller  does  not  have  reason  to  anticipate  any  material pending or
potential  Warranty  Liability.

2.23      ab     Section.  No Changes.    Except as set forth in Schedule
2.23,  since  the date of the Interim Financial Statements of the Seller, the
Seller has not (a) incurred any liability or obligation of any nature (whether
accrued,  absolute,  contingent or otherwise) except in the ordinary course of
business  consistent with historic practice, (b) incurred any indebtedness for
borrowed  money  or  entered into any commitment to borrow money or guarantee,
assumption,  endorsement  of,  or  other  assumption  of any liability that is
secured  by the Acquired Assets except in the ordinary course of business; (c)
sold, transferred or otherwise disposed of any of the Acquired Assets, without
the  written consent of the Purchaser, other than sales in the ordinary course
of  business;  (d)  made any bonus or profit sharing distribution of any kind;
(e)  entered  into  any  transaction except in the ordinary course of business
consistent with past practice; (f) made any illegal payments to any Person; or
(g)  made  any  changes  to  its  governing  documents.

2.24     ab     Section.  Letters of Intent and Sale Discussions.   Except
for  the  Letter  of Intent by and between Crossmann and Seller, dated May 13,
1999,  the  Seller has not entered into any binding letter of intent nor other
binding  agreement  pursuant  to  which  the  Seller  has  agreed  to merge or
consolidate,  in whole or in part, with any other Person, sell or exchange any
of  the  stock  of  the  Seller, or sell, transfer, or assign any asset of the
Seller,  except  for sales of residential homes made in the ordinary course of
business.

2.25        ab     Section.  Disclosure.   This Agreement and the Exhibits
and  Schedules  attached  hereto  do  not  contain  any untrue statements of a
material  fact  or  omit  to  state  a  material  fact  necessary  to make the
statements  contained  herein  not  misleading.

2.26       ab     Section.  Survival.   All representations and warranties
contained in this Agreement, except those in Section 2.16, shall survive the
execution,  delivery,  and performance hereof for a period of twenty-four (24)
months after the Closing Date; provided, however, that the representations
contained  in  Section  2.16  relating  to  environmental  matters  and  the
obligation  to indemnify with respect to a breach thereof shall survive for so
long  as  any  environmental regulatory authority shall have the power to make
any  claim,  assessment  or  reassessment  with  respect  thereto  and  the
representations  contained  in  Section  2.06  relating to tax matters shall
survive for the duration of the applicable statute of limitations set forth in
the  Code.


                              III     abARTICLE

               REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     As  a  material inducement to the Seller to enter into this Agreement and
to consummate the transactions contemplated by this Agreement, the Company and
Crossmann  represent  and  warrant  to  the  Seller and the Shareholders that:

3.01        ab     Section.  Authority: Consent.   Each of the Company and
Crossmann  has  the  full capacity, right, power, and authority to enter into,
execute,  and  deliver  this  Agreement,  to  consummate  the  transactions
contemplated  by  this  Agreement,  to  comply  with and fulfill the terms and
conditions  of  this Agreement, and to purchase the Acquired Assets and assume
the  Assumed  Liabilities from the Seller.  The execution and delivery of this
Agreement by the Company and Crossmann and the consummation by the Company and
Crossmann  of  the transactions contemplated herein have been duly and validly
authorized  by all necessary actions on the part of the boards of directors of
the  Company  and  Crossmann.   This Agreement constitutes a valid and binding
obligation  of  the Company and Crossmann, enforceable against each of them in
accordance with its terms and conditions, subject to enforcement of applicable
bankruptcy,  insolvency,  reorganization,  and  other  similar laws of general
applicability relating to or affecting creditors rights generally.  No further
action  is  necessary by the Company or Crossmann to make this Agreement valid
and binding upon the Company and Crossmann and enforceable against the Company
and  Crossmann  in  accordance  with  the  terms  hereof  or  to carry out the
transactions  contemplated hereby.  Neither the execution and delivery of this
Agreement,  nor  the consummation of the transactions contemplated hereby, nor
compliance  by  the  Company  and Crossmann with any of the provisions of this
Agreement  will:

(a)         ab     Conflict with, violate, result in a breach of, constitute a
default  under (or an event which, with notice or lapse of time or both, would
constitute a default), or give rise to any right of termination, cancellation,
or  acceleration under any of the terms, conditions or provisions of any note,
lien,  bond,  mortgage,  indenture,  license,  lease,  contract,  commitment,
agreement,  understanding,  arrangement,  restriction,  or other instrument or
obligation to which either the Company or Crossmann is a party or by which the
Company,  Crossmann  or  any  of  their respective properties or assets may be
bound;

(b)          ab      Violate any law, rule, or regulation of any government or
governmental  agency  or  body,  or  any judgment, order, writ, injunction, or
decree  of  any  court,  administrative agency, or governmental agency or body
applicable  to  the  Company, Crossmann or any of their respective properties,
assets,  outstanding  shares  or  other  securities;  or

(c)         ab     Constitute an event which, with or without notice, lapse of
time,  or  action  by a third party, could result in the creation of any lien,
charge,  or encumbrance upon any of the assets or properties of the Company or
Crossmann,  or cause the maturity of any liability, obligation, or debt of the
Company  or  Crossmann  to  be  accelerated  or  increased.

3.02       ab     Section.  Consents and Approvals.   Except as set out in
Schedule  3.02,  the execution and delivery of this Agreement by the Company
and  Crossmann  and  the  consummation  by  the  Company  and Crossmann of the
transactions  contemplated  hereby will not require any notice to, or consent,
authorization,  or  approval  from  any court or governmental authority or any
other  third  party.    Any  and  all  notices,  consents, authorizations, and
approvals  set  forth  in  Schedule  3.02  have  been  made  and  obtained.

3.03          ab      Section.  Corporate Organization.   The Company is a
corporation,  duly organized, validly existing, and in good standing under the
laws of the State of North Carolina.  The Company is a wholly-owned subsidiary
of  Crossmann.    Crossmann is a corporation incorporated and validly existing
under  the  laws  of  the State of Indiana, for which the most recent required
annual  report  under Indiana Business Corporation Law has been filed with the
Indiana  Secretary  of  State,  and no Articles of Dissolution appear as filed
with  the  Indiana  Secretary  of  State.

                               IV     abARTICLE

                               INDEMNIFICATION

4.01          ab         Section.  Indemnification by Seller.   Seller and
Shareholders  shall  jointly  and  severally  indemnify  and hold harmless the
Purchaser,  and  its respective successors, shareholders, officers, directors,
affiliates,  and  agents  from  and  against  any  and  all  damages,  losses,
obligations, demands, liabilities, claims, encumbrances, penalties, costs, and
expenses,  including  reasonable  attorneys'  fees  (and  costs and reasonable
attorneys'  fees  in  respect  of  any  suit  to enforce this provision if the
Company  prevails  in  such  suit) (each an "Indemnity Loss"), arising from or
relating  to  (a) any misrepresentation in or any breach of any representation
or warranty by the Seller or the Shareholders, or any breach or failure of the
Seller or the Shareholders to perform any covenant or obligation of the Seller
or  the  Shareholders  contained  in  this Agreement or any related agreement,
instrument,  document,  exhibit, schedule or certificate furnished or required
to  be furnished by the Seller or the Shareholders pursuant to this Agreement,
or  any  nonfulfillment of any of the covenants or agreements of the Seller or
the  Shareholders  contained in this Agreement, (b) any liability, obligation,
or  commitment  of any nature (absolute, accrued, contingent, or other) of the
Seller or the Shareholders which is not an Assumed Liability expressly assumed
by  the  Purchaser  pursuant  to  this Agreement; and (c) any and all actions,
suits,  investigations,  proceedings,  demands,  assessments,  audits,  and
judgments arising out of any of the foregoing.  Notwithstanding the foregoing,
any  payroll  costs  in  connection  with  any Warranty Liability shall not be
within  the  definition  of  Indemnity  Loss.

     The  Seller and the Shareholders agree to jointly and severally indemnify
and hold harmless the Purchaser for any and all Warranty Liabilities in excess
of  the Warranty Basket.  Purchaser will notify the Seller, in writing, of any
pending  Warranty  Liability.   The Seller and the Shareholders shall have ten
(10)  business days from receipt of notice from the Purchaser (the "Assumption
Period")  to  notify  the  Purchaser,  in  writing,  that  the  Seller and the
Shareholders will assume full responsibility for the payment and resolution of
such  Warranty  Liability.    Failure  of  the  Seller and the Shareholders to
respond  within  ten  (10) days shall be deemed a waiver by the Seller and the
Shareholders  of  their  right  to  assume  responsibility  for  the  Warranty
Liability.    Upon  notification  to  the  Purchaser  by  the  Seller  and the
Shareholders  that  the  Seller  and  the  Shareholders  intend  to  assume
responsibility  for  any  Warranty  Liability,  that  Warranty Liability shall
remain  the  full  responsibility  of  Seller  and  the Shareholders until the
problem giving rise to the Warranty Liability has been resolved.  Any costs or
expenses incurred by the Purchaser in resolving the problem giving rise to the
Warranty  Liability shall be included in the Warranty Basket.  Notwithstanding
the  foregoing,  Purchaser,  Seller  and Shareholders agree that Purchaser may
take  any  actions during the Assumption Period as may be reasonably necessary
to  mitigate or prevent the occurrence of any additional costs associated with
a  Warranty  Liability;  Seller  and Shareholders shall remain responsible for
such  mitigation  expenses.

4.02          ab         Section.  Indemnification by the Purchaser.   The
Purchaser  shall  indemnify  and hold harmless the Seller and the Shareholders
and  their  successors and respective officers, directors, and agents from and
against  any  and  all  Indemnity Losses resulting from or relating to (a) any
misrepresentation  in  or any breach of any representation or warranty, or any
breach  or  failure  of the Purchaser to perform any covenant or obligation of
the  Purchaser  contained  in  this  Agreement  or  any  related  agreement,
instrument,  document,  exhibit, schedule or certificate furnished or required
to  be  furnished by the Purchaser pursuant to this Agreement or in connection
with the transactions contemplated by this Agreement, or any nonfulfillment of
any  of  the  covenants  or  agreements  of  the  Purchaser  contained in this
Agreement,  (b)  any  Assumed  Liability,  and (c) any and all suits, actions,
investigations,  proceedings,  demands,  assessments,  audits,  and  judgments
arising  out  of  any  of  the  foregoing.

4.03          ab          Section.  Notice.   If an indemnified party (the
"Claimant")  believes  that it has suffered or incurred any Indemnity Loss, it
shall  so  notify  the  party which the Claimant believes has an obligation to
indemnify  (the "Indemnifying Party") promptly in writing describing such loss
or  expense,  the  amount  thereof, if known, and the method of computation of
such  loss or expense, all with reasonable particularity (the "Indemnification
Notice").    If any action at law, suit in equity, or administrative action is
instituted  by  or  against  a  third party with respect to which the Claimant
intends  to  claim  any  liability  or expense as an Indemnity Loss under this
Article  IV,  it  shall promptly notify the Indemnifying Party in writing of
such  action  or suit describing such loss or expenses, the amount thereof, if
known,  and  the  method  of  computation  of  such  loss or expense, all with
reasonable  particularity  (the  "Litigation  Notice")  in  lieu  of  an
Indemnification  Notice.    To  the  extent  failure  to  promptly  notify the
Indemnifying Party of such action or suit can reasonably be deemed to increase
the  liability or expense to the Claimant, the Indemnifying Party shall not be
obligated to reimburse claimant for the amount of the increase in liability or
expense.

4.04          ab          Section.    Arbitration.

(a)       ab     If the Indemnifying Party does not agree that the Claimant is
entitled to full reimbursement for the amount specified in the Indemnification
Notice  or Litigation Notice, as the case may be, the Indemnifying Party shall
notify the Claimant (the "Disagreement Notice") within twenty (20) days of its
receipt  of  the  Indemnification Notice or Litigation Notice, as the case may
be.    Failure  to  deliver  a Disagreement Notice in a timely manner shall be
considered  an  express  acknowledgment  by  the  Indemnifying  Party  of  its
obligation  to  indemnify  and  hold harmless the Claimant with respect to the
Indemnity  Loss  set  forth  in  the  Indemnification Notice or the Litigation
Notice,  as  the  case may be.  At any time after delivery of the Disagreement
Notice,  either  the  Claimant  or the Indemnifying Party may notify the other
that  the  determination  as  to  whether  and  in what amount the Claimant is
entitled  to indemnification from the Indemnifying Party shall then be made by
an  arbitration tribunal (the "Arbitration Notice").  The arbitration tribunal
shall consist of three arbitrators, one to be selected by the Claimant, one to
be selected by the Indemnifying Party, and the third arbitrator to be selected
by  the  other  two arbitrators.  The arbitrators shall each be independent of
the  parties  and reasonably experienced in conducting arbitration proceedings
relating  to  similar  matters  and  all  arbitrators shall be selected within
thirty  (30)  days  of the delivery of the Arbitration Notice.  An arbitration
hearing  shall  then  be  held within thirty (30) days of the selection of the
third  arbitrator, and the arbitration tribunal shall render its determination
as  to  whether and in what amount the Claimant is entitled to indemnification
within  thirty  (30) days of such hearing.  All procedures with respect to the
arbitration  proceeding  provided  for  in  this Section 4.04(a) shall be in
accordance  with  the rules of the American Arbitration Association, except as
otherwise  specifically set forth in this Agreement and held in Raleigh, North
Carolina  or  Indianapolis,  Indiana.

(b)      ab     Each party shall be responsible for its own costs and expenses
incurred  in  conducting  the  arbitration proceeding provided for in Section
4.04  (a),  including  attorneys'  fees.

(c)          ab      The parties hereby irrevocably consent to be bound by the
decision  of  the  arbitration  tribunal  with  respect  to  indemnification
determinations.

4.05          ab     Section.  Defense of Claims.   The Indemnifying Party
shall have twenty (20) Business Days after receipt of the Litigation Notice to
notify  the Claimant that it acknowledges its obligation to indemnify and hold
harmless  the  Claimant  with  respect  to the Indemnity Loss set forth in the
Litigation  Notice  and  that  it  elects  to conduct and control any legal or
administrative  action  or  suit  with  respect to an indemnifiable claim (the
"Election  Notice").  If the Indemnifying Party gives a Disagreement Notice or
does not give the foregoing Election Notice, the Claimant shall have the right
to  defend, contest, settle, or compromise such action or suit in the exercise
of  its exclusive discretion; provided, however, that the right of Claimant to
indemnification  hereunder  shall  not be conclusively established hereby.  If
the  Indemnifying  Party gives the foregoing Election Notice, the Indemnifying
Party shall have the right to undertake, conduct, and control, through counsel
of  its  own  choosing  and at its sole expense, the conduct and settlement of
such  action  or  suit, and the Claimant shall cooperate with the Indemnifying
Party  in  connection  therewith; provided, however, that (a) the Indemnifying
Party  shall  not  thereby consent to the imposition of any injunction against
the Claimant without the written consent of the Claimant; (b) the Indemnifying
Party  shall  permit the Claimant to participate in such conduct or settlement
through  counsel  chosen  by  the  Claimant, but the fees and expenses of such
counsel shall be borne by the Claimant except as provided in clause (c) below;
and  (c)  upon  a final determination of such action or suit, the Indemnifying
Party shall promptly reimburse the Claimant, to the extent required under this
Article  IV,  for  the  full  amount  of  any Indemnity Loss incurred by the
Claimant  except fees and expenses of counsel that the Claimant incurred after
the  assumption  of  the  conduct  and  control  of such action or suit by the
Indemnifying Party in good faith; (d) the Claimant shall have the right to pay
or  settle  any  such action or suit, provided that in such event the Claimant
shall  waive  any right to indemnity therefor by the Indemnifying Party and no
amount  in  respect  thereof  shall be claimed as an Indemnity Loss under this
Article  IV.  In the event of a settlement under this Section 4.05(d), the
Claimant  shall  also  reimburse  the  Indemnifying  Party  for fees and costs
incurred  by  the  Indemnifying  Party  prior  to  the  settlement.

4.06     ab     Section.  Computation of Indemnity Losses.   The amount of
Indemnity  Losses  hereunder  shall  be  computed  after  giving effect to the
receipt  of  any  and  all  insurance  proceeds  with  respect  thereto.

4.07          ab     Section.  Payment of Losses.   The Indemnifying Party
shall  pay to the Claimant in cash the amount to which the Claimant may become
entitled  by reason of the provisions of this Article IV, such payment to be
made within fifteen (15) Business Days after such amount is finally determined
either  by  mutual  agreement  of  the  parties or pursuant to the arbitration
proceeding described in Section 4.04 of this Agreement or, in the case of an
Indemnity  Loss  described in a Litigation Notice, the date on which both such
amount  and Claimant's obligation to pay such amount have been determined by a
final  judgment  of the trial court or administrative body having jurisdiction
over  such  proceeding.

4.08       ab     Section.  Survival.   Notwithstanding the foregoing, the
Indemnifying  Party shall have no liability with respect to any Indemnity Loss
Notice  which  is  not received by the Indemnifying Party pursuant to Section
4.03  hereof  on  or  before  the  second  anniversary  of  the Closing Date;
provided, however, that the Indemnifying Party shall remain liable for any
Indemnity  Loss  arising  from  a  breach  of  any representation contained in
Section  2.06  relating to tax matters and the obligations to indemnify with
respect  to  a  breach  thereof  shall  survive  for so long as the applicable
statute of limitations, as set forth in the Code; and provided further, that
the Indemnifying Party shall remain liable for any Indemnity Loss arising from
a  breach  of  any  representation  contained  in  Section  2.16 relating to
environmental matters and the obligation to indemnify with respect to a breach
thereof  (an  "Environmental  Obligation")  shall  survive  for so long as any
environmental  regulatory  authority  shall  have the power to make any claim,
assessment  or  reassessment  with  respect  thereto.


                               V     abARTICLE

              CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER
                             AND THE SHAREHOLDERS

     The  obligations  of the Seller and the Shareholders to sell and transfer
Acquired  Assets  hereunder, and to fulfill all other obligations hereunder on
the  Closing Date are subject to the fulfillment, at or before the Closing, of
the following conditions, any one or more of which may be waived in writing by
the  Seller  in  its  sole  discretion:

5.01     ab     Section.  Performance of the Obligations of the Purchaser.
  The  Purchaser shall have performed in all material respects all obligations
under  this  Agreement on or before the Closing Date,  the representations and
warranties  of  the  Purchaser  set  forth in Article III shall remain true,
correct, and complete in all material respects as of the Closing Date, and the
Seller  shall  have  received  a certificate from the Purchaser to that effect
dated  the  Closing  Date  and  signed  by  the  President  or  any other duly
authorized  officer  of  the  Purchaser.

5.02     ab     Section.  Consents and Approvals.   All permits, consents,
waivers,  authorizations,  and  approvals  of  any  governmental or regulatory
authority,  state  or  Federal, and of any other Person that may be reasonably
required  in  connection  with  the  execution  of  this  Agreement  or  the
effectuation  of  the  transactions  contemplated  herein shall have been duly
obtained  and  shall  be  in  full  force  and  effect  on  the  Closing Date.

5.03          ab     Section.  No Violation of Orders.   No preliminary or
permanent  injunction  or  other  order issued by any court or governmental or
regulatory  authority,  domestic  or  foreign,  that  declares  this Agreement
invalid  or  unenforceable  in any respect or prevents the consummation of the
transactions  contemplated  hereby  shall  be  in  effect,  and  no proceeding
relating  to  any  order  shall  have  commenced.


                               VI     abARTICLE

             CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER

     The  obligations  of  the  Purchaser to purchase, acquire, and accept the
Acquired Assets, and to assume the Assumed Liabilities on the Closing Date are
subject  to  the  fulfillment,  at  or  before  the  Closing, of the following
conditions,  any  one  or  more  of  which  the  Purchaser  may,  in  its sole
discretion,  waive  in  writing.

6.01      ab     Section.  Performance of the Obligations of the Seller and
the  Shareholders.    The Seller and the Shareholders shall have performed in
all  material  respects  all obligations under this Agreement on or before the
Closing  Date,  the  representations  and  warranties  of  the  Seller and the
Shareholders  set  forth  in  Article  II  shall  remain  true, correct, and
complete  in  all  material respects as of the Closing Date, and the Purchaser
shall have received a certificate from the Seller and the Shareholders to that
effect dated the Closing Date and signed by the Shareholders and the President
or  any  other  duly  authorized  officer  of  the  Seller.

6.02     ab     Section.  Completion of Due Diligence.   The Purchaser, in
its  sole discretion, shall be satisfied with the results of its due diligence
regarding  the  Acquired  Assets,  the  Assumed  Liabilities, and the business
operations of Seller, including, but not limited to, the information set forth
on  the  Schedules  to  this  Agreement.

6.03          ab       Section.  Consents and Approvals.   All Permits and
Licenses  necessary  to  conduct  the  business  of  Seller  as now conducted,
including  any  necessary  transfer  thereof,  and  all  consents,  waivers,
authorizations,  and  approvals  of  any governmental or regulatory authority,
state  or Federal, and of any other Person, that may be reasonably required in
connection  with  the  execution  of this Agreement or the effectuation of the
transactions  contemplated  herein, shall have been duly obtained and shall be
in  full  force  and  effect  on the Closing Date.  Each party (other than the
Seller  and  the  Shareholders) to any of the Contracts specified in Schedule
2.17(a),  Schedule  1.03,  Schedule  2.09,  or Schedule 2.12 shall have
provided  its  written  consent  to  the  assignment  of  the  Contract to the
Purchaser  as  provided  herein,  to  the  extent  such  consent  is required.

6.04          ab     Section.  No Violation of Orders.   No preliminary or
permanent  injunction  or  other  order issued by any court or governmental or
regulatory  authority,  domestic  or  foreign,  that  declares  this Agreement
invalid  or  unenforceable  in any respect or prevents the consummation of the
transactions  contemplated  hereby,  or which materially and adversely affects
the  Acquired  Assets,  the Huff Operations, or the financial condition of the
Seller  shall be in effect, and no proceeding relating to any order shall have
commenced.

6.05          ab          Section.    [Intentionally  Omitted].

6.06       ab     Section.  Survey.   Prior to the Closing, the Seller, at
the  Seller's  expense, shall have furnished to the Purchaser boundary surveys
of  the Real Property, except for the Undeveloped Real Property and the Leased
Real  Property,  satisfactory  to  the  Purchaser  in  its  sole  and absolute
discretion.

6.07          ab     Section.  Noncompetition Agreement with Seller.   The
Seller  and certain owners and officers of Seller who are presently engaged in
any  business, enterprise, endeavor or activity which is substantially similar
to  the  business  or  activities  conducted  by  the  Purchaser or any of its
subsidiaries  or  affiliates  shall  have  entered  into a confidentiality and
noncompetition  agreement  with  the  Purchaser  in the form of Exhibit 6.07
attached  hereto  and  incorporated  herein by this reference (the "Noncompete
Agreement").

6.08          ab       Section.  Employment Agreement.   The Purchaser and
Mitchell  T.  Huff ("Huff") shall have entered into an employment agreement in
the  form  of  Exhibit  6.08  attached  hereto  and  incorporated  herein by
reference  (the  "Employment  Agreement");  provided, however, that Huff shall
remain an employee of Seller and Seller shall remain obligated to pay Huff his
appropriate  compensation  until  the  Closing  Date.

                              VII     abARTICLE

                                 TERMINATION

7.01       ab     Section.  Termination; Failure to Close.   The Purchaser
may  terminate  this  Agreement by giving written notice to the Seller and the
Shareholders  at  any  time  prior  to  the  Closing  if  the Purchaser is not
satisfied,  in  its sole and absolute discretion, with the condition of any of
the Acquired Assets, the amount of any of the Assumed Liabilities, or with the
continuing  operations  of  Seller.  Notwithstanding anything contained in the
preceding  sentence  to  the  contrary,  this  Agreement  and the transactions
contemplated herein may be terminated at any time on or before the Closing (i)
by  unanimous  agreement  of  the  parties or (ii) by one party giving written
notice  to  the  other party on or before Closing in the event of fraud in the
inducement  relating to the transactions contemplated in this Agreement by the
party  receiving  notice  of  termination.
7.02          ab        Section.  Effect of Termination.   In the event of
termination  pursuant  to  Section  7.01, this Agreement shall terminate and
have  no  further  effect,  with  no liability on any party hereto, other than
liability  arising  out  of  a  breach  by  that  party of any representation,
warranty,  covenant,  or  agreement  contained herein.  The obligations of the
Seller  and  the  Shareholders  pursuant  to Section 8.04 shall specifically
survive  a  termination  of  this  Agreement.

                              VIII     abARTICLE

                       CLOSING AND POST-CLOSING MATTERS

8.01      ab     Section.  Closing Date.   The closing of the purchase and
sale  of  the  Acquired  Assets (the "Closing") shall take place at a mutually
agreeable time and place, on or before June 11, 1999, unless mutually extended
by  the  parties.

8.02     ab     Section.  Deliveries by the Seller and the Shareholders.
At  the  Closing, the Seller and the Shareholders shall deliver or cause to be
delivered  to  the  Purchaser  the following duly executed documents and other
items  in  form  satisfactory  to  the  Purchaser:

(a)          ab          The  certification  required  in  Section  6.01;

(b)       ab     All assignments and such other instruments of sale, transfer,
conveyance  and  assignment  of  the  Acquired  Assets  as  the  Purchaser may
reasonably  request,  including,  but not limited to, all third party consents
that  may  be necessary to assign any of the Acquired Assets to the Purchaser;

(c)          ab         A Certificate of Existence of the Seller issued by the
Secretary  of  State  for  the  State  of North Carolina, dated as of the most
recent  practicable  date  prior  to  the  Closing;

(d)          ab          Copies, certified by an officer of the Seller, of the
resolutions of the Board of Directors and stockholders of Seller approving the
transactions  contemplated  by  this  Agreement;

(e)          ab      The Noncompete Agreements provided for in Section 6.07;

(f)      ab     All documents necessary to perfect title to or interest in any
of  the Acquired Assets, including, but not limited to, a warranty deed, where
applicable,  and  any  other  document necessary to convey good and marketable
title  to  the  Real  Property;  and

(g)     ab     A certificate of the Seller acknowledging (or waiving) delivery
by the Purchaser of the items set forth in Section 8.03.  The failure of the
Seller  to  deliver  this  certificate  will not in and of itself constitute a
breach  of  this  Agreement  if  the  certificate was not delivered because of
Purchaser's  failure  to  deliver  the  items  set  forth  in  Section 8.03.

(h)          ab       The Employment Agreement provided for in Section 6.08.

(i)     ab     Copies certified by an officer of the Seller of the resolutions
of the Board of Directors of the Seller described in Section 2.21(g) and the
Profit  Sharing  Plan  amendment  described  in  Section  2.21(g).

(j)          ab          The  Escrow Agreement provided for in Section 1.05.

8.03       ab     Section.  Deliveries by Purchaser.   At the Closing, the
Purchaser  shall  deliver  or  cause  to  be  delivered  to the Seller and the
Shareholders  the  following  duly  executed documents and other items in form
satisfactory  to  the  Seller  and  the  Shareholders:

(a)          ab          The  certification  required  in  Section  5.01;

(b)          ab          The  Estimated  Purchase  Price;

(c)          ab        An assumption of the Assumed Liabilities and such other
instruments  of  assumption  as  the  Seller  reasonably  may  request;

(d)          ab      A certificate of the Purchaser acknowledging (or waiving)
delivery  by the Seller of the items set forth in Section 8.02.  The failure
of  the  Purchaser  to  deliver  this  certificate  will  not in and of itself
constitute  a  breach  of  this Agreement if the certificate was not delivered
because  of Seller's failure to deliver the items set forth in Section 8.02.

(e)          ab       The Employment Agreement provided for in Section 6.08.

(f)          ab      The Noncompete Agreements provided for in Section 6.07.

(g)          ab          The  Escrow Agreement provided for in Section 1.05.

8.04        ab     Section.  Confidentiality.   Neither the Seller nor the
Shareholders  shall  directly or indirectly use, for its or his own benefit or
otherwise,  or  disclose  to any other Person, any information relating to the
Acquired  Assets,  the  operations of the Purchaser or the Seller or the terms
and  conditions  of this Agreement, except to the extent that such information
(i) was in the public domain at the time of the Closing; (ii) entered into the
public  domain  after  the  Closing  through  no  fault  of  the Seller or the
Shareholders;  (iii) is required to be disclosed by law or order of a court or
governmental  body;  or (iv) as is necessary in connection with Tax matters or
the  ordinary  conduct  of  the  Seller.

8.05       ab     Section.  Building Permits.   From and after the Closing
Date,  until  such time as the Purchaser may elect (at its option) to have the
building and other related permits described below reissued in the Purchaser's
name, the Seller hereby engages the Purchaser to act as its subcontractor with
respect  to  the  construction  and completion of any single-family houses and
multi-family housing units for which construction has not begun, or which have
not been fully constructed as of the Closing Date, but for which Seller holds,
as of the Closing Date, building and other related permits.  The Seller hereby
authorizes  the Purchaser  to take any and all action, at the Purchaser's sole
cost  and  expense,  which  may  be  necessary  to  successfully complete such
construction.    The  Purchaser shall be entitled to all proceeds generated in
connection with the sale of the finished single-family houses and multi-family
housing  units and the lots upon which they are located.  The Purchaser agrees
to indemnify, hold harmless, and reimburse the Seller for any and all damages,
losses,  obligations,  demands,  liabilities,  claims,  costs  and  expenses,
including  reasonable attorneys'fees, arising from the Purchaser's performance
of  its  subcontracting  services  hereunder  from and after the Closing Date.

8.06       ab     Section.  Sales Contracts.   Notwithstanding anything in
this  Agreement  to  the  contrary,  any  residential sales contract listed on
Schedule  10.01  which,  by its terms, would require the consent or approval
from  any other Person in connection with the assignment of the sales contract
to,  and  the assumption of the sales contract by, the Purchaser, shall not be
deemed  an "Assigned Contract" for purposes of this Agreement (a "Non-Assigned
Contract")  and  shall not be deemed assigned to or assumed by the Purchaser.
However,  from  and  after the Closing Date, the economic benefits/ burdens to
the  Seller  under  any  such Non-Assigned Contract shall inure to the benefit
/burden  of  the  Purchaser.  The Purchaser shall receive any and all proceeds
from  the sale of single family houses or multi-family housing units which are
the  subject  of the Non-Assigned Contracts and Seller shall promptly remit to
Purchaser  any  such  proceeds received by it.  The Purchaser shall indemnify,
hold  harmless,  and  reimburse  the  Seller  for any and all damages, losses,
obligations,  demands,  liabilities,  claims,  costs  and  expenses, including
reasonable  attorneys'  fees,  arising  from  any breach by the Purchaser with
respect  to  the economic burdens under the terms of the Non-Assigned Contract
occurring  after  the  Closing  Date.

     Section  8.07.    Letter  of  Credit. As soon as reasonably practical
after  Closing,  Purchaser shall cause to be issued a $47,000 Letter of Credit
to  replace  the letter of credit in the same amount which Seller has in place
as  the  deposit  under  that  contract  with  RBAG/Walnut  Creek,  LLC.

                               IX     abARTICLE

                                MISCELLANEOUS

9.01       ab     Section.  Counterparts.   This Agreement may be executed
simultaneously  in  two or more counterparts, each of which shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and the same
instrument.

9.02        ab     Section.  Expenses.   The Purchaser, the Seller and the
Shareholders  shall  each  bear their own legal, accounting, and out-of-pocket
expenses  in  connection  with  this  Agreement  and  the  negotiation  and
consummation  of  the transactions contemplated herein, provided, however,
that  the  Purchaser  and  the  Seller hereby agree that each of them shall be
responsible  for  one-half  of    any real estate transfer that is incurred by
either  of  them  as a result of the transfer of the Acquired Assets described
herein.

9.03       ab     Section.  Public Announcements.   Before the Closing the
Purchaser,  the  Seller, the Shareholders and their respective representatives
shall  not  make  any  public  release  of  information  regarding the matters
contemplated  herein,  except (i) that a press release mutually agreed upon by
the  Purchaser and the Seller shall be jointly issued by the Purchaser and the
Seller  as  soon as practicable after the Closing; (ii) that the Purchaser and
the  Seller  may continue communications with employees, customers, suppliers,
franchises, lenders, lessors, shareholders, and other groups as may be legally
required or appropriate and which are not inconsistent with the best interests
of  any  party  or  the  prompt  consummation of the transactions contemplated
herein;  and  (iii)  as  required  by  law.

9.04      ab     Section.  Risk of Loss.   Until the Closing, the risks of
ownership  and  loss of the Acquired Assets shall be borne by the Seller.  If,
prior  to  the  Closing, all or any part of the Acquired Assets are damaged by
fire  or  by any other cause whatsoever, or are taken, in whole or in part, by
condemnation  or  other  exercise of eminent domain, the Seller shall promptly
give  the  Purchaser written notice of such damage or taking.  In the event of
any  such damage or taking, the Purchaser shall have the option to require the
Seller  either  to:

(a)     ab     convey the Acquired Assets on the Closing Date to the Purchaser
in  a  damaged  condition  and  to assign to the Purchaser all of the Seller's
right,  title  and interest in and to (i) any claims Seller may have under any
insurance  policies  covering  the  Acquired  Assets  (with  a  credit for any
deductible  amount),  (ii)  the  proceeds  of  any self-insurance (as a credit
against  the  Purchase  Price)  or  (iii)  any  condemnation  proceeds;  or

(b)          ab          terminate  this  Agreement.

9.05     ab     Section.  Index and Captions.   The index and the captions
of  the  Sections  and  Articles  of  this Agreement are solely for convenient
reference  and  shall not be deemed to affect the meaning or interpretation of
any  paragraph  hereof.

9.06        ab     Section.  Notices.   All notices, requests, demands and
other communications hereunder shall be in writing and shall be deemed to have
been  duly  given and received (a) upon delivery, if personally delivered; (b)
on  the  fifth day after being deposited with the U.S. Postal Service, if sent
by certified or registered mail, return receipt requested; (c) on the next day
after  being deposited with a reliable overnight delivery service; or (d) upon
receipt of an answer back, if transmitted by facsimile, postage prepaid in all
cases  other  than  facsimile,  addressed  to the other party at the following
addresses,  or  facsimile  numbers  in  the  case  of  a  facsimile:

If  to  the  Purchaser,  to:

Crossmann  Communities,  Inc.
9202  North  Meridian  Street,  Suite  300
Indianapolis,  Indiana  46268
Attention:  John  Scheumann

Tel.  No.:  (317)  843-9514
Facsimile  No.:  (317)  571-2210

With  a  copy  to:

Steven  K.  Humke
ICE  MILLER  DONADIO  &  RYAN
One  American  Square
Box  82001
Indianapolis,  Indiana  46282-0002

Tel.  No.:  (317)  236-2394
Facsimile  No.:  (317)  236-5817

If  to  the  Shareholders,  to:

     c/o  Mitchell  T.  Huff
     213  Brereton  Drive
     Raleigh,  North  Carolina  27615

     Tel.  No.:  (919)  998-8500
          Facsimile:  (919)  998-8600

With  a  copy  to:

     James  M.  Day
     Burns  Day  &  Presnell  PA
     2626  Glenwood  Avenue,  Suite  560
     Raleigh,  North  Carolina  27608

     Tel.  No.:  (919)  782-1441
          Facsimile:  (919)  782-2311

If  to  the  Seller  to:

c/o  Mitchell  Huff
     Homes  by  Huff  &  Company,  Inc.
     615  Davis  Drive,  Suite  100
     Morrisville,  North  Carolina  27560

     Tel.  No.:  (919)  998-8500
     Facsimile  No.:  (919)  998-8600

With  a  copy  to:

     James  M.  Day
     Burns  Day  &  Presnell  PA
     2626  Glenwood  Avenue,  Suite  560
     Raleigh,  North  Carolina  27608

     Tel.  No.:  (919)  782-1441
          Facsimile:  (919)  782-2311

     Any  party  may change its address for the purpose of this Section 9.06
by  giving the other party written notice of its new address in the manner set
forth  above.    All  notices  to  a party may be executed and sent by another
party's  legal  counsel.

9.07          ab      Section.  Entire Agreement.   This Agreement and the
agreements expressly contemplated hereby, including the Exhibits and Schedules
referred  to herein which form a part of this Agreement and a side letter that
the  parties  may  enter into, contain the entire understanding of the parties
hereto  with  respect  to the subject matter hereof and thereof.  There are no
representations,  promises,  warranties, covenants, or undertakings other than
those  expressly  set  forth  or  provided  for  in  this  Agreement or in the
agreements  expressly  contemplated hereby.  This Agreement and the agreements
expressly  contemplated  hereby  supersede  all  prior  agreements  and
understandings  between  the  parties  with  respect  to  the  transactions
contemplated by this Agreement.  No provision of this Agreement may be amended
or  waived  except  in writing, and no such amendment shall extend to anything
other  than  the  specific  subject  matter  thereof.

9.08          ab     Section.  Waiver of Compliance.   The party for whose
benefit a warranty, representation, covenant, or condition is intended may, in
writing,  waive  any  inaccuracies  in  the  warranties  and  representations
contained  in  this Agreement or waive compliance with any of the covenants or
conditions contained herein and so waive performance of any of the obligations
of the other party hereto, and any defaults hereunder; provided, however, that
such  waiver  must  be  in writing, and shall not affect or impair the waiving
party's  rights  with respect to any other warranty, representation, covenant,
or any default hereunder, nor shall any waiver constitute a continuing waiver.

9.09         ab     Section.  Validity of Provisions.   Should any part of
this  Agreement  be  declared  by  any  court  of competent jurisdiction to be
invalid, such decision shall not affect the validity of the remaining portions
of  this  Agreement,  which shall continue in full force and effect as if this
Agreement  had  been  executed  with  the  invalid  portion thereof eliminated
therefrom,  it  being  the intent of the parties that they would have executed
the  remaining  portions  of this Agreement without including any such part or
portion  which  may  be  declared  invalid.

9.10          ab        Section.  Schedules and Exhibits.   Each and every
Schedule  and  Exhibit  to  this  Agreement, and each and every document to be
delivered in the future pursuant to this Agreement is hereby incorporated into
this  Agreement  and  made  an  integral  part  hereof.

9.11         ab     Section.  No Intention to Benefit Third Parties.   The
provisions  of  this Agreement are not intended to, and shall not, benefit any
Person other than the parties to this Agreement, the provisions hereof are not
intended  to,  and  shall  not create any third party beneficiary right in any
Person.

9.12       ab     Section.  Successors and Assigns.   This Agreement shall
be  binding  on,  and  shall  inure  to  the benefit of, the parties and their
respective  successors and permitted assigns; provided, however, that no party
may  assign  any  rights or obligations under this Agreement without the prior
written  consent  of  the  other  parties  hereto.

9.13      ab     Section.  Governing Law.   The laws of the State of North
Carolina shall govern all aspects of this Agreement notwithstanding any choice
of  law  provisions  to  the  contrary.

                               X     abARTICLE

                                 DEFINITIONS

     As  used  in  this  Agreement,  the  following  terms  have  the meanings
indicated  below:

     "Accounts Receivable" means all accounts receivable and notes receivable,
pre-paid expenses, rights to refunds, and deposits with respect to the Seller.

     "Acquired  Assets"  means  prepaid expenses, deposits, reserves, Accounts
Receivable,  Assigned  Contracts,  Files  and  Records, Intellectual Property,
Leased  Personal  Property,  Licenses,  Partnerships,  Permits  (to the extent
transferable  by  the Seller), Personal Property, Real Property, Supplies, and
any  other  assets, including those listed on Schedule 1.01(a), with respect
to  the  Huff Operations.  The term Acquired Asset shall not include any asset
which  is  an  Excluded  Asset.

     "Affiliate"  means  any Person that directly or indirectly controls or is
under  common  control  with  the  Purchaser  or  the Seller.  As used in this
definition, "control" (including, its correlative meanings "controlled by" and
"under  common  control  with")  means  possession, directly or indirectly, of
power  to  direct  or  cause  the direction of management or policies (whether
through ownership of securities or partnership or other ownership interest, by
contract  or  otherwise).

     "Arbitration  Notice"  means  a  notice  for  arbitration  as provided in
Section  4.04(a).

     "Assigned  Contracts"  shall  include,  but  not be limited to, all sales
contracts listed on Schedule 10.01 or other agreements for the conveyance of
residential  property,  any  appraisals  relating to the Real Property and any
unexpired  warranties  and  guaranties  of  any  subcontractors  or  suppliers
regarding  their  performance,  quality of workmanship or quality of materials
supplied in connection with the construction or residential homes or any other
contracts  or  agreements  necessary  to  conduct  the business of the Seller.

     "Assumed  Liabilities"shall have the meaning set forth in Section 1.03.

     "Balance  Sheet  Escrow  Amount" means that portion of the Escrow Deposit
escrowed  under  the  Escrow  Agreement  for  purposes  of  the Purchase Price
adjustment  pursuant  to  Section  1.06.

     "Book  Value  as  of  the  Closing"  shall  have the meaning set forth in
Section  1.06.

     "Business  Day" means any day other than Saturday, Sunday, and any day on
which  commercial  banks  in  Indiana  are  authorized  by  law  to be closed.

     "Claimant"  shall  have  the  meaning  set  forth  in  Section  4.03.

     "Closing"  means  the  closing  of  the transactions contemplated by this
Agreement  as  provided  in  Section  8.01.

     "Closing  Date"  means  the  date  of  the  Closing.

     "Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.

     "Company"  means  Crossmann  Communities of North Carolina, Inc., a North
Carolina  corporation.

     "Contracts"  shall  have  the  meaning  set  forth  in  Section  2.17.

     "Crossmann"  means  Crossmann  Communities, Inc., an Indiana corporation.

     "Deficit"  shall  have  the  meaning  set  forth  in  Section  1.06.

     "Disagreement Notice" shall have the meaning set forth in Section 4.04.

     "Election  Notice"  shall  have  the meaning set forth in Section 4.05.

     "Employee  Welfare  Benefit  Plan"  shall  have  the meaning set forth in
Section  2.22.

     "Employment  Agreement"  shall  have  the  meaning  set forth in Section
6.08.

     "Environmental  Claims"  means  all  accusations,  allegations,
investigations,  warnings,  notice  letters,  notices  of  violations,  liens,
orders,  claims, demands, suits, or administrative or judicial actions for any
injunctive  relief,  fines,  penalties,  or  any  damage,  including  without
limitation  personal  injury,  property  damage (including any depreciation of
property  values),  lost  use  of  property,  natural  resource  damages,  or
environmental  response costs arising out of Environmental Conditions or under
Environmental  Requirements.

     "Environmental  Conditions" means the state of the environment, including
natural  resources (e.g., flora and fauna), soil, surface water, ground water,
any  present or potential drinking water supply, subsurface strata, or ambient
air,  relating  to  or  arising  out of the use, handling, storage, treatment,
recycling,  generation,  transportation,  spilling, leaking, pumping, pouring,
injecting,  emptying,  discharging,  emitting,  escaping,  leaching,  dumping,
disposal,  release,  or  threatened release of Hazardous Materials, whether or
not  discovered  which  could  or  does  result in Environmental Claims.  With
respect  to  Environmental  Claims  by third parties, Environmental Conditions
also  include the exposure of persons to Hazardous Materials at the work place
or  the  exposure  of  persons or property to Hazardous materials migrating or
otherwise  emanating  from, to, or located at, under, or on the Real Property.

     "Environmental  Expenses"  means  any  liability  (including  strict
liability),  loss,  cost,  penalty,  fine,  punitive  damage,  encumbrance, or
expense  relating  to  any Environmental Claim or Environmental Conditions, or
incurred  in compliance with any Environmental Requirements, including without
limitation  the  costs  of  investigation,  cleanup,  remedial,  monitoring,
corrective,  or  other  responsive action, compliance costs, settlement costs,
lost  property  value,  and  related  legal  and consulting fees and expenses.

     "Environmental  Obligation"  shall have the meaning set forth in Section
4.08.

     "Environmental  Requirements"  means  all present and future laws, rules,
regulations,  ordinances,  codes,  policies,  guidance  documents,  approvals,
plans,  authorizations,  licenses,  permits issued by all government agencies,
departments,  commissions, boards, bureaus, or instrumentalities of the United
States,  all  states and political subdivisions thereof, and any foreign body,
and  all  judicial,  administrative,  and  regulatory  decrees, judgments, and
orders  relating  to human health, pollution, or protection of the environment
(including  ambient air, surface water, ground water, land surface, or surface
strata),  including  (i)  laws relating to emissions, discharges, releases, or
threatened  releases  of  Hazardous  Materials,  and (ii) laws relating to the
identification,  generation,  manufacture,  processing,  distribution,  use,
treatment,  storage,  disposal,  recovery,  transport,  or  other  handling of
Hazardous  Materials.    Environmental  Requirements  shall  include,  without
limitation,  the  Comprehensive  Environmental  Response,  Compensation  and
Liability  Act  of 1980, as amended ("CERCLA"), the Superfund's Amendments and
Reauthorization  Act  ("SARA"),  the Toxic Substances Control Act, as amended,
the  Hazardous  Materials  Transportation  Act,  as  amended,  the  Resource
Conservation  and  Recovery  Act, as amended ("RCRA"), the Clean Water Act, as
amended,  the  Safe  Drinking  Water  Act,  as  amended, the Clean Air Act, as
amended,  the  Atomic  Energy Act of 1954, as amended, the Occupational Safety
and  Health  Act,  as  amended,  and  all  other analogous laws or regulations
promulgated  or  issued  by any federal, state, foreign, or other governmental
authority  or  body.

     "ERISA"  means  the  Employee  Retirement Income Security Act of 1974, as
amended.

     "Escrow  Agreement"  shall  have the meaning set forth in Section 1.05.

     "Escrow  Amount"  shall  have  the  meaning  set forth in Section 1.05.

     "Escrow  Deposit"  shall  have  the  meaning set forth in Section 1.05.

     "Estimated  Closing  Date  Balance  Sheet"  shall  have  the set forth in
Section  1.06.

     "Estimated  Purchase  Price" shall have the meaning set forth in Section
1.06.
     "Excess"  shall  have  the  meaning  set  forth  in  Section  1.06.

     "Excluded  Assets"  means any assets of the Seller which are not Acquired
Assets,  including  any assets of the Seller which the Purchaser may determine
are  not  necessary to the Huff Operations and those assets listed on Schedule
1.01(b).

     "Files  and Records" means all files and records of the Seller whether in
hard copy or magnetic or other format including customer and supplier records,
equipments maintenance records, equipment warranty information, specifications
and  drawings,  sales  and  advertising  material,  computer software, and the
records  relating  to  the employees to be employed by the Purchaser following
the  Closing.

     "Financial  Statements  of  the  Seller"  means  the  annual  financial
statements  and  the  internally  prepared  interim  balance sheets and income
statements  of  Seller,  as  provided  in  Section  2.05.

     "GAAP"  means  generally  accepted  accounting  principles.

     "Hazardous  Materials" means (i) any substance that is or becomes defined
as  a  "hazardous  substance,"  "hazardous  waste,"  "hazardous  materials,"
pollutant, or contaminant under any Environmental Requirements, including, but
not  limited  to,  CERCLA, SARA, RCRA, and any other analogous federal, state,
local,  or  foreign  law; (ii) petroleum (including crude oil and any fraction
thereof); and (iii) any natural or synthetic gas (whether in liquid or gaseous
state).

     "Homeowner's  Association"  shall  have the meaning set forth in Section
2.15.

     "Huff  Operations"  means  (a) the sale by the Purchaser of single family
homes  in the ordinary course of business, and (b) the development and sale by
the  Purchaser  of  Lots  and  any improvements thereon located in residential
developments  and/or  subdivisions.

     "Indemnification  Notice"  shall  have  the meaning set forth in Section
4.03.

     "Indemnifying  Party" shall have the meaning set forth in Section 4.03.

     "Indemnity  Loss"  shall  have  the  meaning set forth in Section 4.01.

     "Intellectual  Property"  shall  have  the  meaning set forth in Section
2.20.

     "Judgment"  means  an  order  by  a court of law requiring the payment of
money.

     The  phrases  "to the Knowledge of" any Person, or "Known to" any Person,
or  words  of  similar import, mean that such Person has made investigation of
the  subject  matter of the applicable representations and warranties which is
reasonable  in  light of the role of the Person in the applicable organization
and,  where  reasonable  in  light of the role of the Person in the applicable
organization,  has  conferred  with  appropriate  Personnel  and/or  examined
appropriate  documents  of  the organization or documents otherwise reasonably
accessible  to  such  Person.  The phrases "to the Knowledge of"or "Known to",
when used in reference to any organization, shall include the Knowledge of all
shareholders  and  officers  of  that  organization.

     "Land  Contract  Property"  shall  have the meaning set forth in Section
2.13.

     "Leased  Real  Property"  shall  have  the  meaning set forth in Section
2.12.

     "Licenses"  shall  have  the  meaning  set  forth  in  Section  2.19.

     "Lien"  means  any mortgage, pledge, security interest, encumbrance, lien
(statutory  or  other), option, easement, right-of-way, charge, or conditional
sale  agreement  as  set  forth  on  Schedule  1.02.

     "Litigation  Notice"  shall have the meaning set forth in Section 4.03.

     "Lot"  or  "Lots"  shall  have  the  meaning set forth in Section 2.10.

     "Lot  Purchase  Agreements"  shall have the meaning set forth in Section
6.07.

     "Noncompete  Agreement"  shall  have  the  meaning  set forth in Section
6.08.

     "Option  Real  Property"  shall  have  the  meaning set forth in Section
2.13.

     "Owned  Property" means any Real Property that was or is owned, leased or
otherwise under the control of the Seller at any time before the Closing Date.

     "Partnerships"  means  the  Seller's  partnership  interest  in  all
partnerships including but not limited to those specified on Schedule 11.02.

     "Permits"  shall  have  the  meaning  set  forth  in  Section  2.19.

     "Person"  means  any individual, corporation, partnership, joint venture,
association,  limited  liability  company,  joint-stock  company,  trust,  or
unincorporated  organization, or any governmental agency, officer, department,
commission,  board,  bureau,  or  instrumentality  thereof.

     "Personal  Property"  shall have the meaning set forth in Section 2.08.

     "Personnel" means personnel of the Seller and personnel of the Purchaser,
as  applicable.

     "Phase  I"  shall  have  the  meaning  set  forth  in  Section  4.08.

     "Prohibited  Activities"  shall  have  the  meaning set forth in Section
2.24.

     "Purchase  Price"  means  the  aggregate  consideration to be paid by the
Purchaser  to  the  Seller  for  the  Acquired Assets as set forth in Section
1.04.

     "Purchaser"  shall  have  the  meaning  set forth in the preamble to this
Agreement.

     "Real  Property"  means  all Developed Real Property (defined in Section
2.11),  Undeveloped  Real  Property  (Defined in Section 2.12), Leased Real
Property  (defined  in  Section  2.13),  Land  Contract Property (defined in
Section  2.14(a)),  and  Option Real Property (defined in Section 2.14(a))
collectively.

     "Real Property Lease" shall have the meaning set forth in Section 2.12.

     "Returns"  shall  have  the  meaning  set  forth  in  Section  2.06.

     "Seller"  shall  have  the  meaning  set  forth  in  the preamble to this
Agreement.

     "Substantially  Complete"  shall  have  the meaning set forth in Section
2.10.

     "Taxes"  shall  have  the  meaning  set  forth  in  Section  2.06.

     "Title  Company"  shall  have  the  meaning  set forth in Section 6.05.

     "Undeveloped  Real Property" shall have the meaning set forth in Section
2.11.

     "Warranty  Basket"  means  Warranty  Liability  of  up  to Fifty Thousand
Dollars  ($50,000.00)  in  the  aggregate.

     "Warranty  Liability"  means  any and all costs incurred as a result of a
warranty  claim  on  a residential home which was constructed by Seller.  Such
costs  shall  include,  but  not be limited to, costs to repair, replace, fix,
clean,  remove,  or  correct  any  alleged  defect  in a property upon which a
warranty claim is made and any and all costs to investigate and defend against
a  warranty  claim.    Payroll  costs  in connection with repair, replacement,
fixing, cleaning, removing or correcting any alleged defect in a property upon
which  a warranty claim is made shall not be within the definition of Warranty
Liability.


                   [REMAINDER OF PAGE INTENTIONALLY BLANK]

<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have executed, or caused to be
executed  by  their  duly authorized representatives, this Agreement as of the
date  first  above  written.

     "CROSSMANN"
     CROSSMANN  COMMUNITIES,  INC.


     By:          /s/Jennifer  A.  Holihen          Jennifer A. Holihen, Chief
Financial  Officer,  Treasurer  and  Secretary


     "COMPANY"
CROSSMANN  COMMUNITIES  OF  NORTH  CAROLINA,  INC.


     By:          /s/  Jennifer  A.  Holihen
          Jennifer  A.  Holihen,  Chief  Financial  Officer,  Treasurer  and
Secretary

     "SELLER"

     Homes  by  Huff  &  Company,  Inc.


     By:
          ___________________,  ___________________

     "SHAREHOLDERS"


     /s/  Mitchell  T.  Huff
     Mitchell  T.  Huff


     /s/  Thomas  A.  Huff
     Thomas  A.  Huff


     /s/  Thomas  C.  Huff
     Thomas  C.  Huff
                             TABLE OF CONTENTS

                                                                        PAGE

ARTICLE  I          SALE  AND  PURCHASE          1


     Section  1.01.    Transfer  of  the  Acquired  Assets.          1

     Section  1.02.    Sale  at  Closing  Date.          1

     Section  1.03.    Assumption  of  Liabilities.          2

     Section  1.04.    Purchase  Price.          3

     Section  1.05.    Escrow.          3

     Section  1.06.    Purchase  Price  Adjustment.          3

     Section  1.07.    Withholding  of  Tax.          5

     Section  1.08.    Subsequent  Documentation.          5

     Section  1.09.    Allocation  of  Purchase  Price.          5

     Section  1.10.    Vehicle  Loans.          5


ARTICLE  II          REPRESENTATIONS  AND  WARRANTIES  OF  THE  SELLER       5


          Section  2.01.    Title  to  Property.          6

     Section  2.02.    Authority;  Consent.          6

     Section  2.03.    Consents  and  Approvals.          7

     Section  2.04.    Organization.          7

     Section  2.05.    Financial  Statements  of  the  Seller.          7

     Section  2.06.    Tax  Matters.          7

     Section  2.07.    Compliance  with  Laws; No Default or Litigation.     8

     Section  2.08.    Personal  Property  Owned.          8

     Section  2.09.    Personal  Property  Leased.          8

     Section  2.10.    Developed  Real  Property.          9

     Section  2.11.    Undeveloped  Real  Property.          10

     Section  2.12.    Real  Property  Leases.          10

     Section  2.13.    Land  Contracts.          10

     Section  2.14.    Real  Property  Generally.          11

     Section  2.15.    Homeowner's  Associations.          13

     Section  2.16.    Environmental  Compliance.          13

     Section  2.17.    Contracts.          15

     Section  2.18.    Accounts  and  Notes  Receivable.          16

     Section  2.19.    Intellectual  Property.          16

     Section  2.20.    Labor  Relations:  Employees.          17

     Section  2.21.    Employee  Benefit  Plans.          17

     Section  2.22.    Warranty  Liability.          19

     Section  2.23.    No  Changes.          19

     Section  2.24.    Letters  of  Intent  and  Sale  Discussions.         19

     Section  2.25.    Disclosure.          20

     Section  2.26.    Survival.          20


ARTICLE  III          REPRESENTATIONS  AND  WARRANTIES OF THE PURCHASER     20


     Section  3.01.    Authority:  Consent.          20

     Section  3.02.    Consents  and  Approvals.          21

     Section  3.03.    Corporate  Organization.          21


ARTICLE  IV          INDEMNIFICATION          21


     Section  4.01.    Indemnification  by  Seller.          21

     Section  4.02.    Indemnification  by  the  Purchaser.          22

     Section  4.03.    Notice.          23

     Section  4.04.    Arbitration.          23

     Section  4.05.    Defense  of  Claims.          24

     Section  4.06.    Computation  of  Indemnity  Losses.          24

     Section  4.07.    Payment  of  Losses.          24

     Section  4.08.    Survival.          25


ARTICLE  V          CONDITIONS  PRECEDENT  TO OBLIGATIONS OF THE SELLER     25


     Section  5.01.    Performance of the Obligations of the Purchaser.     25

     Section  5.02.    Consents  and  Approvals.          25

     Section  5.03.    No  Violation  of  Orders.          26


ARTICLE  VI        CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER     26


     Section  6.01.    Performance  of  the  Obligations of the Seller and the
Shareholders.          26

     Section  6.02.    Completion  of  Due  Diligence.          26

     Section  6.03.    Consents  and  Approvals.          26

     Section  6.04.    No  Violation  of  Orders.          26

     Section  6.05.    [Intentionally  Omitted].          27

     Section  6.06.    Survey.          27

     Section  6.07.    Noncompetition  Agreement  with  Seller.          27

     Section  6.08.    Employment  Agreement.          27


ARTICLE  VII          TERMINATION          27


     Section  7.01.    Termination;  Failure  to  Close.          27

     Section  7.02.    Effect  of  Termination.          27


ARTICLE  VIII          CLOSING  AND  POST-CLOSING  MATTERS          28


     Section  8.01.    Closing  Date.          28

     Section  8.02.    Deliveries  by  the Seller and the Shareholders.     28

     Section  8.03.    Deliveries  by  Purchaser.          29

     Section  8.04.    Confidentiality.          29

     Section  8.05.    Building  Permits.          29

     Section  8.06.    Sales  Contracts.          30


ARTICLE  IX          MISCELLANEOUS          30


     Section  9.01.    Counterparts.          30

     Section  9.02.    Expenses.          30

     Section  9.03.    Public  Announcements.          30

     Section  9.04.    Risk  of  Loss.          31

     Section  9.05.    Index  and  Captions.          31

     Section  9.06.    Notices.          31

     Section  9.07.    Entire  Agreement.          33

     Section  9.08.    Waiver  of  Compliance.          33

     Section  9.09.    Validity  of  Provisions.          33

     Section  9.10.    Schedules  and  Exhibits.          34

     Section  9.11.    No  Intention  to  Benefit  Third  Parties.          34

     Section  9.12.    Successors  and  Assigns.          34

     Section  9.13.    Governing  Law.          34


ARTICLE  X          DEFINITIONS          34






























EXHIBIT  10.50


                      EXECUTIVE EMPLOYMENT AGREEMENT


      This Executive Employment Agreement ("Agreement") is made and entered
into  as of the 18th  day of June, 1999, by and among Crossmann Communities of
North  Carolina,  Inc.,  a  North  Carolina  corporation  ("CCNC"),  Crossmann
Communities,  Inc.,  an Indiana corporation ("Crossmann") and Mitchell T. Huff
(the  "Executive").

                         PRELIMINARY STATEMENTS

          CCNC  and  Crossmann  (collectively  referred  to  herein  as the
"Employers")  have determined that it is in their best interests to employ the
Executive  as  a  Vice  President of CCNC, and the Executive desires to accept
such  position  and  to devote his loyalty to the Employers upon the terms and
conditions  set  forth  in  this  Agreement.

                          TERMS AND CONDITIONS

         In consideration of the mutual promises and covenants contained in
this Agreement, and intending to be legally bound, the parties hereto agree as
follows:

                             XI     abARTICLE

Employment  and  Duties

11.01         ab     Section .  General.   The Employers hereby employ the
Executive,  and  the  Executive  hereby  agrees  to serve the Employers in the
capacity  of  a  Vice  President  of  CCNC,and  to  perform the executive and
management  duties  that  the  Board  of Directors of CCNC and/or the Board of
Directors  of  Crossmann  (collectively  and  individually the "Boards") shall
reasonably  assign  to  the  Executive  from  time  to  time.

11.02     ab     Section .  Employment Duties.   Throughout the Employment
Term,  as  defined  in  Section 2, the Executive shall: (i) devote his working
hours,  on  a  full-time  basis,  to  his  duties  under  this Agreement; (ii)
faithfully  and loyally serve the Employers; (iii) comply in all respects with
the  lawful  and  reasonable  directions  and instructions given to him by the
Boards;  and  (iv)  use his best efforts to promote and serve the interests of
the  Employers.    In  the  event the directions and instructions given to the
Executive  by  the  Boards  conflict  in  any  manner,  the  directions  and
instructions  given  by  the  Board  of Directors of Crossmann shall be deemed
controlling;  full  compliance with the express directions and instructions of
the  Board of Directors of Crossmann shall be deemed a defense to any claim of
failure  to  comply  with  the  directions  and  instructions  of the Board of
Directors  of  CCNC.

11.03      ab     Section.Exclusive Employment.   Throughout the Employment
Term,  as  defined  in Section 2, the Executive shall not render his services,
directly  or indirectly, for compensation, to any other person or organization
without the prior written consent of the Employers and shall not engage in any
activity  which would significantly interfere with the faithful performance of
his  duties  under  this  Agreement.


                              XII     abARTICLE

   Employment TermThe Executive's employment hereunder shall commence on the
  Closing Date as that term is defined in the Asset Purchase Agreement by and
 among the Employers, the Executive, Thomas A. Huff, Thomas C. Huff and Homes
by Huff & Co., Inc. (the "Seller") dated as of June 18th , 1999 (the "Purchase
  Agreement"), and shall continue until June 18th, 2003.  Notwithstanding the
      foregoing, the Executive's employment hereunder shall be subject to
   resignation or termination in accordance with the provisions of Section 4
hereof.  As used in this Agreement, the term "Expiration Date" shall mean June
 18th, 2003 and the term "Employment Term" shall mean the period beginning on
     the date hereof and ending on the earlier of the Expiration Date, the
Termination Date, the Resignation Date, (both as defined in Section 4 hereof),
     or other date the Executive ceases to be employed by the Employers in
                      accordance with Section 4 hereof.

                              XIII     abARTICLE

Compensation and Other BenefitsCCNC or Crossmann, as applicable, shall pay and
provide the following compensation and other benefits to the Executive for the
                services rendered by him under this Agreement:

13.01          ab       Section.Annual Base Salary.   CCNC shall pay to the
Executive,  in  accordance with the then prevailing payroll practices of CCNC,
an  annual salary of not less than One Hundred Ten Thousand Dollars ($110,000)
(the  "Annual  Base  Salary"), subject to required withholdings under Federal,
state,  and  local  laws.    CCNC's obligations with respect to payment of the
Annual  Base  Salary  shall  not  be  effective  until the Employment Term has
commenced, and the Annual Base Salary shall be pro-rated for 1999.  The Annual
Base  Salary  shall  not  be  reduced  during  the  Employment  Term.

13.02          ab       Section.Bonus.   The Executive shall be eligible to
participate  in  the  executive bonus program in place for other executives of
the  Employers having levels of responsibility similar to that of Executive.
The  Executive  shall  be  entitled  to receive a bonus of up to Fifty Percent
(50%)  of  the  Annual  Base  Salary  (the "Bonus"), based upon achievement of
certain  operating  goals  and the overall performance of the Crossmann Group.

13.03          ab         Section.Executive Benefits.   Except as otherwise
specifically  provided  in  this Agreement, the Executive shall be eligible to
participate,  in accordance with their respective terms and conditions, in all
benefit  plans presently available or which may subsequently be made available
to  executives of the Employers, including Crossmann's health care, basic life
insurance, supplemental life insurance coverage, disability coverage, business
travel  accident  insurance  and  any pension or retirement plan of any kind.

13.04          ab      Section .  Vacation Leave.   The Executive shall be
entitled  to that number of days of vacation leave per employment year that is
provided  to  other  executives of the Employers with levels of responsibility
similar  to  that  of Executive.  To the extent the number of days of vacation
leave  is based upon employment tenure, the Executive's employment tenure with
the  Seller  shall  be  counted.   The Executive shall accrue and receive full
compensation  and benefits during his vacation leave periods.  Unused vacation
leave  time  shall  not carry over from one year of the Employment Term to the
next  and  unused  vacation  leave time shall not entitle the Executive to any
additional  compensation.

13.05      ab     Section.Stock Option Plan.   The Employers shall grant to
the  Executive  options  to purchase up to Sixteen Thousand (16,000) shares of
Crossmann  common  stock (the "Options") at a price equal to the trading price
of  the  Crossmann common stock on the date of the closing of the transactions
contemplated  by  the  Purchase  Agreement. $100,000 of the Options shall vest
upon  the closing of the transactions contemplated by the Purchase Agreement.
Additional  $100,000  increments of the Options shall vest on January 1, 2000,
January  1,  2001,  and  January 1, 2002.  The balance of the Options, if any,
shall vest on January 1, 2003.  The complete terms and conditions of the grant
of  the Options will be set forth in a separate stock option agreement between
Crossmann  and  the  Executive.

13.06         ab     Section.Automobile.   The Employers, at their expense,
shall provide the Executive with an automobile which is the same or equivalent
make  and  model  as  the  automobiles  provided  to  other  executives of the
Employers  for  the  Employment  Term.    The  Employers  shall  reimburse the
Executive  for  all  reasonable  expenses  associated  with  the  automobile,
including  gasoline  and  normal repair expenses, incurred by the Executive in
conducting  the  Employers'  business,  in  accordance  with  the  policies of
Crossmann.

13.07          ab     Section.Business Expenses.   CCNC shall reimburse the
Executive  for  all  reasonable business expenses incurred by the Executive in
conducting  the  Employers'  business,  provided  that Executive complies with
record  keeping  and  other  policies  of  the  Employers with respect to such
expenses.

                             XIV     abARTICLE

                        Termination of Employment

14.01          ab          Section  .    Termination  for  Cause.

(a)      ab     The Employers may terminate the Executive's employment with
the  Employers  pursuant  to  this  Agreement for Cause, as defined herein, by
providing  written  notice  to  the  Executive at least twenty-four (24) hours
prior  to  the  Termination  Date,  as  defined  in  subsection  (iii)  below.

(b)         ab     A termination for "Cause" means a termination by one of the
Boards    for  any  one  or  more  of the following reasons: (a) theft, fraud,
embezzlement,  dishonest  or  other similar behavior by the Executive; (b) any
material  breach  by  the  Executive  of  the  terms of this Agreement, or the
Purchase  Agreement  or  any  breach  by  the  Executive  of  the terms of the
Nondisclosure,  Noncompetition  and  Nonsolicitation  Agreement  of  even date
herewith  executed  by the Executive (the "Noncompetition Agreement"); (c) any
material  neglect  of duty, incompetence, insubordination or misconduct of the
Executive in discharging any of his duties and responsibilities hereunder, (d)
any  act of theft or dishonesty by the Executive or any criminal conviction or
indictment  of the Executive, (e) any occurrence of the Executive reporting to
work  under  the influence of alcohol or illegal drugs, or the Executive being
under  the influence of alcohol or illegal drugs during working hours, (f) any
failure  or  refusal  by  the  Executive to comply with the policies, rules or
regulations  of  the  Employers whether now in force or hereafter adopted; (g)
any misrepresentation or concealment by the Executive of any material fact for
the  purpose  of  securing  this  Agreement,  or (h) any other material act of
misconduct  within  the  control  of  the  Executive.

(c)       ab     In the case of a termination for Cause, the term "Termination
Date"  as used in this subsection (a) shall mean the actual date the Executive
terminates employment with the Employers as a result of action taken by one of
the Boards, and not as a result of the Executive's resignation, as provided in
Section  4(b).

(d)         ab     If prior to the Expiration Date the Employers terminate the
Executive's  employment  for  Cause,  the  Executive shall only be entitled to
payment  of that portion of the Annual Base Salary under Section 3(a) that the
Executive  earned  through  and including the Termination Date, at the rate of
the  Annual  Base  Salary  in effect or any portion of the year at that time.

14.02      ab     Section .  Resignation.The Executive may resign from his
employment  with  the  Employers  pursuant  to  this  Agreement at any time by
providing written notice to the Boards of his resignation at least thirty (30)
days  prior  to  the  effective  date  of  the  resignation  (the "Resignation
Notice").    The  effective  date of the Executive's resignation shall be that
specified  in  the  Resignation  Notice,  or  the  actual  date  the Executive
terminates  employment  with  the  Employers  as  the result of a resignation,
whichever occurs earlier (the "Resignation Date").  If prior to the Expiration
Date,  the  Executive  resigns  his  employment,  the  Executive shall only be
entitled  to  payment  of that portion of the Annual Base Salary under Section
3(a)  that the Executive earned through and including the Resignation Date, at
the  rate  of  the  Annual  Base  Salary  in  effect  at  that  time.

14.03         ab     Section .  Termination Without Cause.   The Employers
may,  in  their sole discretion, terminate the Executive's employment with the
Employers  pursuant  to this Agreement at any time without Cause, by providing
written  notice  to the Executive at least twenty-four (24) hours prior to the
Termination  Date,  as  defined  in  this  subsection  (c).   If the Employers
terminate the Executive's employment without Cause, CCNC shall be obligated to
continue  to  pay to him (i) the Annual Base Salary and (ii) the sum of $1,000
per month (in lieu of the monthly premiums/expenses for the executive benefits
and automobile to otherwise be provided by Employers pursuant to Sections 3(c)
and  (f)  of this Agreement), all for the period during which the Executive is
bound  by  the  terms  and  conditions  of  the  Noncompetition Agreement (the
"Severance Payments").  Such payments shall be made as and when the same would
have  been due and payable if the Executive's employment had continued through
such  date, subject to the provisions of Sections 4(d) and 4(e).  In addition,
if  the  Employers  terminate  the  Executive's  employment without Cause, the
Options  shall  continue to vest thereafter as described in Section 3(e) above
(.    If the Employers terminate the Executive's employment without Cause, the
Executive  shall  not  be entitled to any Bonus payments for any periods after
the  Termination  Date.    As a condition precedent to receiving the Severance
Payments,  the  Executive shall sign a release of all claims the Executive has
or  may  have  against  the  Employers  in form and substance submitted to the
Executive  by  the  Employers.    The  term "Termination Date" as used in this
subsection  (c) shall mean the actual date the Executive terminates employment
with  the  Employers  as a result of action taken by one of the Employers, and
not  as  a result of the Executive's resignation as provided in Section 4(b).
Except as provided in this subsection (c), the Executive shall not be eligible
to  receive  any compensation or benefits under this Agreement with respect to
any future periods beginning on or after the Termination Date.  The provisions
of  this  subsection  (c)  shall  also  be  applicable  if  this  Agreement is
terminated  by the Executive due to a material breach of this Agreement by the
Employers  which  is  not  timely  cured  within  thirty  (30)  days after the
Employers  receive  written  notice  of  the  default  from  the  Executive.

14.04          ab      Section .  Death.If the Executive dies prior to the
Expiration  Date,  the  Executive's estate or personal representative shall be
entitled  to  receive  that  portion of the Annual Base Salary, at the rate in
effect  at  the Executive's death, and any other compensation or benefits that
the Executive earned through and including the date of the Executive's death.
If  the  Executive is entitled to receive payments from the Employers pursuant
to  Section  4(c) at the time of his death, the Executive's estate or personal
representative  shall  be  entitled to receive that portion of the Annual Base
Salary,  at  the  rate  in  effect  at  the  Executive's  death, and any other
compensation  or  benefits,  that  the  Executive  would have been entitled to
receive  under  Section 4(c) through and including the date of the Executive's
death.    The  Executive's  estate  or  personal  representative  shall not be
entitled  to  receive  any  portion  of  the  Annual  Base Salary or any other
compensation  or  benefits  under  this Agreement, with respect to any periods
ending on or after the date of the Executive's death, which was not payable in
accordance  with  the  provisions  thereof  prior  to  the  date  of  death.

14.05      ab     Section .  Disability.   If prior to the Expiration Date
the Executive becomes Permanently Disabled, as defined in this subsection (e),
the Employers may terminate the Executive's employment with the Employers as a
result  of  the  Permanent  Disability  by  providing  written  notice  to the
Executive  at  least  twenty-four (24) hours prior to the Termination Date, as
defined in this subsection (e).  If prior to the Expiration Date the Executive
becomes  Permanently  Disabled,  the  Executive may resign from his employment
with  the  Employers pursuant to this Agreement by providing written notice to
the  Employers of his resignation at least twenty-four (24) hours prior to the
Resignation  Date,  as  defined  in  this  subsection  (e).   If the Employers
terminate  the Executive's employment as a result of a Permanent Disability or
the  Executive  resigns  from  employment  with the Employers as a result of a
Permanent  Disability, the Executive shall be entitled to receive that portion
of the Annual Base Salary under Section 3(a) that the Executive earned through
and  including the Termination Date or Resignation Date, as applicable, at the
rate in effect on such date.  If the Executive is entitled to receive payments
from the Employers pursuant to Section 4(c) at the time he becomes Permanently
Disabled,  the  Executive  shall  be entitled to receive the payments that the
Executive  would  have  been  entitled  to  receive  under  Section 4(c).  The
Executive  shall  not  be  entitled  to receive any portion of the Annual Base
Salary or any other compensation or benefits under this Agreement with respect
to any future periods beginning on or after the later of the Resignation Date,
Termination Date, or the date the Executive becomes Permanently Disabled.  The
Executive  shall  be  deemed "Permanently Disabled" when, and only when, he is
deemed permanently disabled in accordance with the disability insurance policy
of  the  Employers  in effect at the time of the illness or injury causing the
disability,  or,  in  the  event  no  disability  policy is then in effect, in
accordance  with  the  disability policy of the Employers last in effect.  The
definition of Permanently Disabled for purposes of this Agreement shall comply
with  all provisions of applicable law. The term "Termination Date" as used in
this  subsection  (e)  shall  mean  the  actual  date the Executive terminates
employment  with  the  Employers.  The term "Resignation Date" as used in this
subsection  (e) shall mean the actual date the Executive terminates employment
with  the  Employers  as  the  result  of  a  resignation.

     (f)        Notwithstanding anything in this Section 4 to the contrary, in
each  instance  where  the  Executive's employment is terminated, for whatever
reason,  the  Executive  shall  be  reimbursed for all expenses accrued by the
Executive  through  the  Termination Date or Resignation Date, as the case may
be,  which  are  reimbursable  pursuant  to  Section  3(g).

                             XV     abARTICLE

   Nondisclosure, Noncompetition and NonsolicitationAgreementOn the date
    hereof the Executive, Crossmann and CCNC entered into a Nondisclosure,
Noncompetition and Nonsolicitation Agreement (the "Noncompetition Agreement").
      All of the terms and conditions of the Noncompetition Agreement are
     incorporated herein by reference and any breach of the Noncompetition
         Agreement shall be deemed to be a breach of this Agreement.

Non-assignability,  Binding  Agreement.

15.01        ab     Section .  By the Executive.   The Executive shall not
assign  or delegate this Agreement or any right, duty, obligation, or interest
under  this  Agreement  without  CCNC's and Crossmann's prior written consent;
provided,  however, that nothing shall preclude the Executive from designating
beneficiaries to receive benefits payable under this Agreement upon his death,
and nothing shall preclude the Executive's executors, administrators, or their
legal  representatives,  from assigning any rights under this Agreement to any
person.

15.02       ab     Section.  By CCNC or Crossmann.   CCNC and/or Crossmann
may  assign,  delegate, or transfer this Agreement and all of their rights and
obligations  under  this Agreement to any of its affiliates or subsidiaries or
to  any  business  entity that by merger, consolidation, or otherwise acquires
all  or  substantially all of the assets of CCNC or Crossmann or to which CCNC
or  Crossmann  transfers  all  or  substantially  all  of  its  assets.   Upon
assignment,  delegation,  or  transfer, any affiliate, subsidiary, or business
entity  related to CCNC and/or Crossmann shall be deemed to be substituted for
CCNC  and/or  Crossmann,  as  applicable,  for all purposes of this Agreement;
however,  neither  CCNC  nor Crossmann shall be released from liability to the
Executive  by  that  assignment.

15.03          ab      Section.  Binding Effect.   Except as limited under
Sections  6(a) and 6(b), this Agreement shall be binding upon and inure to
the  benefit  of  the  parties,  any  successors  to or assigns of CCNC and/or
Crossmann,  and  the  Executive's  heirs  and  the personal representatives or
executor  of  the  Executive's  estate.

                              XVI     abARTICLE

 SeverabilityIf a court of competent jurisdiction makes a final determination
 that any term or provision of this Agreement is invalid or unenforceable, and
  all rights to appeal the determination have been exhausted or the period of
  time during which any appeal of the determination may be perfected has been
   exhausted, the remaining terms and provisions shall be unimpaired and the
 invalid or unenforceable term or provision shall be deemed replaced by a term
 or provision that is valid and enforceable and that most closely approximates
the intention of the parties with respect to the invalid or unenforceable term
  or provision, as evidenced by the remaining valid and enforceable terms and
                        conditions of this Agreement.

                              XVII     abARTICLE

 AmendmentNo provision of this Agreement may be modified, amended, waived, or
   discharged in any manner except by an instrument in writing signed by the
   Executive and on behalf of CCNC and Crossmann by such officers as may be
 specifically designated by the Boards.  No agreement or representation, oral
  or otherwise, express or implied, with respect to the subject matter hereof
     have been made by any party which is not expressly set forth in this
                                  Agreement.

                             XVIII     abARTICLE

    WaiverThe waiver by any party of compliance by any other party with any
 provision of this Agreement shall not operate or be construed as a waiver of
     any other provision of this Agreement (whether or not similar), or a
    continuing waiver or a waiver of any subsequent breach by a party of a
provision of this Agreement.  Performance by any party of any act not required
 of it under the terms and conditions of this Agreement shall not constitute a
   waiver of the limitations on its obligations under this Agreement, and no
 performance shall estop that party from asserting those limitations as to any
              further or future performance of its obligations.

                              XIX     abARTICLE

  Governing Law and JurisdictionThe laws of the State of North Carolina shall
  govern the validity, performance, enforcement, interpretation and any other
aspect of this Agreement, notwithstanding any state's choice of law provisions
                               to the contrary.

                               XX     abARTICLE

 NoticesAll notices required or desired to be given under this Agreement shall
 be in writing and shall be deemed to have been duly given (i) on the date of
 service if served personally on the party to whom notice is to be given, (ii)
     on the date of receipt by the party to whom notice is to be given if
 transmitted to such party by telefax, provided a copy is mailed as set forth
  below on the date of transmission,  (iii) on the third day after mailing if
 mailed to the party to whom notice is to be given by registered or certified
mail, return receipt requested, postage prepaid, or (iv) on the next day after
 being deposited with a reliable overnight delivery service, to the following
                                  addresses:

     (a)          If  to  CCNC  or  Crossmann,  to:

          Crossmann  Communities,  Inc.
          9202  North  Meridian  St.,  Suite  300
          Indianapolis,  IN  46268
          Attn:  John  B.  Scheumann
          Tel.  No.:  (317)  843-9514
          Fax:  (317)  571-2210

          with  a  copy  to:

          Steven  K.  Humke
          ICE  MILLER  DONADIO  &  RYAN
          One  American  Square
          Box  82001
          Indianapolis,  Indiana  46282
          Tel.  No:  (317)  236-2100
          Fax:  (317)  236-5817

     (b)          If  to  the  Executive,  to:

          Mitchell  T.  Huff
          213  Brereton  Drive
          Raleigh,  North  Carolina  27615
          Tel.  No.:  (919)  998-8500
          Fax:  (919)  998-8600

          with  a  copy  to:

          James  M.  Day
          Burns  Day  &  Presnell,  PA
          2626  Glenwood  Avenue,  Suite  506
          Raleigh,  North  Carolina  27608
          Tel.  No.:  (919)  782-1441
          Fax:  (919)  782-2311

Any  party  may,  by  giving  written  notice to the other parties, change the
address  to  which  notice  shall  then  be  sent.

                              XXI     abARTICLE

Prior AgreementsThis Agreement and the Noncompetition Agreement are a complete
 and total integration of the understanding of the parties with respect to the
       Executive's employment by the Employers.  This Agreement and the
 Noncompetition Agreement supersede all prior or contemporaneous negotiations,
  commitments, agreements, writings including handbooks, and discussions with
    respect to the subject matter of this Agreement and the Noncompetition
                                  Agreement.

                              XXII     abARTICLE

    HeadingsThe headings of the Sections of this Agreement are inserted for
 convenience only and shall not be deemed to constitute part of this Agreement
               or to affect the construction of this Agreement.

                             XXIII     abARTICLE

 CounterpartsThis Agreement may be executed in one or more counterparts, each
  of which shall be deemed to be an original, but all of which together shall
  constitute one and the same Agreement.  Only one counterpart signed by the
party against which enforcement is sought needs to be produced to evidence the
                         existence of this Agreement

                              XXIV     abARTICLE

     GuarantyCrossmann hereby guarantees the performance of all of CCNC's
obligations hereunder, including all of CCNC's obligations to make payments to
                           the Executive hereunder.

                              XXV     abARTICLE

 Governing LawThe laws of the State of North Carolina shall govern all aspects
of this Agreement notwithstanding any choice of law provision to the contrary.


<PAGE>
     The parties have executed this Agreement on the date first written above.

"CCNC"

Crossmann  Communities  of  North  Carolina,  Inc.


By:  s/s  Jennifer  A.  Holihen
                                   Jennifer  A.  Holihen,  Chief  Financial
Officer,  Treasurer  and  Secretary

                                   "CROSSMANN"

                              CROSSMANN  COMMUNITIES,  INC.


                              By:/s/  Jennifer  A.  Holihen
                                        Jennifer  A.  Holihen, Chief Financial
Officer,  Treasurer  and  Secretary

"EXECUTIVE"


                                   /s/  Mitchell  T.  Huff

                                   Mitchell  T.  Huff