SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                               Form 10-K
           x  Annual Report Pursuant to Section 13 or 15(d) of
                   the Securities Exchange Act of 1934
               For the Fiscal Year Ended December 31, 2001
                                   or
          Transition Report Pursuant to Section 13 or 15(d) of
                  the Securities Exchange Act of 1934
For the transition period from ______________ to_______________.
                       Commission File No. 333-40741
                            Engle Homes, Inc.
          (Exact name of registrant as specified in its charter)

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

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

Registrant's telephone number, including area code:  (561) 391-4012

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: None

                             (Title of Class)
     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.    Yes        No  X

Note:  The Company is not subject to the filing requirements of the
Securities Exchange Act of 1934.  This report is filed pursuant to
contractual obligations imposed on the Registrant by two Indentures, dated as
of February 2, 1998 and June 12, 1998, respectively, under which the
Registrant is the issuer of certain debt.

    Indicate by check mark if disclosure of delinquent filers pursuant to
item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this form 10-K.   x

    All of the Registrant's common stock has been held by affiliates since
November 22, 2000.  As a result, there is no aggregate market value of shares
of Common Stock held by non-affiliates.

    The number of shares of common stock of the registrant outstanding as of
January 29, 2002 was 100 shares.

                     Documents Incorporated by Reference:  None



































                                   2
<PAGE>
                                 PART I
Item 1.   BUSINESS

General

     Engle Homes, Inc. ("Engle" or the "Company") designs, constructs,
markets and sells detached single-family residences, townhomes, patio homes
and condominiums to entry level and move-up buyers, retirees and second
home, seasonal buyers.  The Company operates throughout Florida with
divisions in Broward county; Palm Beach and Martin counties; Orlando; Fort
Myers; and Naples.  The Company also has divisions operating outside Florida
including Dallas, Texas; Denver, Colorado; Virginia; and Phoenix,
Arizona.  The Company offers a variety of home styles at prices ranging from
approximately $90,000 to over $600,000 with an average sales price in 2001
of approximately $246,000. In addition, the Company operates a mortgage
company which provides mortgages primarily to its home buyers in all of its
geographic markets and a title company which provides services to its home
buyers and third parties in Florida, Denver, Colorado, and Dallas, Texas.

     Over the past five years, the Company's total revenues have grown from
$425 million for the fiscal year ended October 31, 1997 to $1 billion in
calendar 2001.  The number of homes delivered increased from 1,992 in fiscal
1997 to 3,893 in calendar 2001.  At the end of calendar 2001, Engle was
marketing homes in 87 communities.

     On November 22, 2000, the Company became a wholly-owned subsidiary of
Engle Holdings Corp., in turn a wholly-owned subsidiary of Technical Olympic
USA, Inc. ("Technical Olympic"), pursuant to a merger agreement dated
October 12, 2000.  Technical Olympic is a wholly-owned indirect subsidiary
of Technical Olympic S.A., a publicly traded Greek corporation. Company
stockholders received $19.10 for each share of the Company's common stock at
the time of the merger.  Following the merger, the common stock of the
Company ceased to be publicly traded.  The Company is not subject to the
filing requirements of the Securities Exchange Act of 1934.  This Form 10-K
is filed pursuant to contractual obligations imposed on the Company by two
Indentures dated as of February 2, 1998 and June 12, 1998, respectively,
under which the Company is the issuer of certain debt.

     For accounting purposes, the merger was accounted for as of November
22, 2000 using the purchase method of accounting.  Accordingly, the
consolidated financial statements for periods after that date reflect the
push-down of the purchase price allocations made by Technical Olympic to the
assets and liabilities of the Company and, therefore, are not comparable to
those before the acquisition.  The consolidated financial statements for the
period from January 1, 2001 through December 31, 2001 and November 22, 2000
through December 31, 2000 are labeled Successor.  Statements for the twelve
months ended October 31, 2000 and October 31, 1999 and the period from
November 1, 2000 though November 21, 2000 are based on the historical
accounts of the Company and are labeled Predecessor.




                                   3
     The acquisition was valued at approximately $542 million, including the
assumption of approximately $326 million of assumed liabilities.  As a
result of the push down of the purchase price, the Company recorded goodwill
of approximately $15.1 million.

     As a result of the change in control of the Company, the indentures
governing the Company's Senior Notes due 2008 ("Senior Notes") required that
an offer be made to purchase all such outstanding Senior Notes at a price of
101% of the principal plus accrued interest.  Through the termination of the
offer in January 2001, the Company repurchased approximately $237 million
of $250 million of its Senior Notes.

     On March 6, 2001, Newmark Homes Corp. ("Newmark"), a company that is
80% owned by Technical Olympic, announced it is considering the possible
merger of Newmark with Engle Holdings Corp., the parent company of the
Company.  The Special Committee of Newmark's independent directors is
reviewing the transaction and will make a recommendation to Newmark's full
board.  There are no assurances that the Special Committee will either
recommend the merger or that such a merger will be consummated.  Any merger
would also be subject to execution of a definitive agreement, certain
regulatory and other approvals as well as the approval of various lenders of
Engle, Newmark, and Technical Olympic Inc.  If the merger is consummated, it
is contemplated that shares of Engle Holdings Corp. would be exchanged for
shares of Newmark.  During 2001, in connection with the proposed merger, the
Company incurred approximately $2 million in legal, consulting, and related
costs.  These costs are included in acquisition and merger related charges
in the accompanying statement of income.


Land Acquisition and Development

     The Company prefers to acquire improved residential lots ready for
construction by entering into option contracts, whenever possible, or
through outright purchases.  The Company also acquires tracks of land that
require site improvements prior to the start of home construction.
Occasionally, the Company purchases larger tracts of land with the intention
of reselling portions of the tracts to other builders as a source of
additional revenue.  Specifically, the Company purchased large tracts of
land in South Florida and sold parcels to other builders in connection with
the development of its master planned communities, including Embassy Lakes,
North Passage, Lakeside Green and most recently, Pembroke Falls. Unlike the
Company's more typical subdivision projects, the Company's master-planned
communities have involved significantly larger tracts of land, greater
planning and site improvement activities and the development of more
extensive recreational facilities and related amenities.  The Company's
master-planned communities normally take five or more years to complete
depending on the project's size, economic conditions prevailing at the time
and the Company's strategy for the particular project.  Engle's more
traditional residential developments usually take two to three years to
complete.

     The Company's land purchase agreements are typically subject to
numerous conditions, including, but not limited to, the Company's ability to
                                   4
obtain necessary zoning and other governmental approvals for the proposed
subdivision.  During the contingency period, the Company also confirms the
availability of utilities, conducts hazardous waste and other environmental
analysis, and completes its marketing feasibility studies.

     The Company expends considerable effort in developing a design and
marketing concept for each of its subdivisions, which includes determination
of size, style and price range of the homes and, in certain projects, layout
of streets, layout of individual lots and overall community design.   The
product line offered in a particular subdivision depends upon many factors,
including housing generally available in the area, the needs of the
particular market and the Company's costs of lots in the subdivision.  The
Company, where necessary, undertakes development activities that include
government approvals, site planning, engineering, as well as constructing
roads, sewer, water and drainage facilities and, where applicable for
recreational facilities and other amenities.





































                                   5
<PAGE>
<TABLE>
     At December 31, 2001, the Company was marketing 44 subdivisions in Florida; 13 in Dallas, Texas;
24 in the Southwest and 6 in the Mid-Atlantic region.  The Company's residential real estate
inventory at December 31, 2001 was as follows:
<CAPTION>
                                                                       Lots Available
                               Homes Under Construction            for Future Construction
                Total Lots  -------------------------------     -----------------------------
Division        Available   Sold (1)  Speculative (2) Models    Sold(1)   Unsold      Options
<S>               <C>         <C>        <C>          <C>        <C>       <C>         <C>
Florida(3)         4,750(4)   775        155           59        498       1,125       2,138
Dallas, TX         1,195       70         53           14         30         353         675
Southwest(5)       4,136      247        109           69         58       1,709       1,944
Mid-Atlantic(6)    1,635       92         29            4         40          81       1,389
                  ------    -----        ---          ---        ---       -----       -----
Total             11,716    1,184        346          146        626       3,268       6,146
                  ======    =====        ===          ===        ===       =====       =====
<FN>
(1)   Under contract, but not delivered.  See the discussion of the Company's
      backlog under "Management's Discussion and Analysis of Financial
      Condition and Results of Operations."
(2)   Speculative units are unsold homes that are completed or under
      construction.
(3)   Florida refers to Broward County, Palm Beach County, Martin County, Orlando, Tampa, Sarasota,
      Naples, and Fort Myers.
(4)   Includes 409 remaining lots in Pembroke Falls and 27 lots remaining in Lake Bernadette.
(5)   Southwest refers to Denver, Colorado and Phoenix, Arizona.
(6)   Mid-Atlantic refers to Virginia.
</FN>
</TABLE>








                                         6
<PAGE>
Construction

     The Company acts as the general contractor for the construction of its
residential developments.  Company employees monitor the construction of
each project, participate in all material design and building decisions,
coordinate the activities of subcontractors and suppliers, subject their
work to quality and cost controls and monitor compliance with zoning and
building codes.  Subcontractors typically are retained for a specified
project pursuant to a contract which obligates the subcontractor to complete
construction at a fixed price.

     The Company does not maintain significant inventories of construction
materials except for work in process materials for homes under construction
and a limited amount of other construction materials.  Generally, the
construction materials used in the Company's operations are readily
available from numerous sources.

Marketing and Sales

     The Company sells its homes primarily through commissioned employees,
who typically work from sales offices located at the model homes in each
Engle subdivision, as well as through cooperating independent brokers.  In
all instances, Company personnel are available to assist prospective buyers
by providing them with floorplans, price information, tours of model homes
and the selection of various options and upgrades.  Options and upgrades are
generally priced to have a positive effect on profit margins.  Sales
personnel are trained by the Company and attend periodic meetings to be
updated on the availability of financing, construction schedules, marketing
and advertising plans.

     The Company advertises in newspapers, magazines and on billboards.
Engle also uses the internet, out-of-state home shows, radio, video tapes,
direct mail advertising, special promotional events, illustrated brochures
and model homes in its comprehensive marketing program.  The Company also
uses a cross-referral program that encourages Company personnel to direct
customers to other Engle subdivisions based on the customers' needs.

     The Company maintains a website at www.englehomes.com that provides
information on each homebuilding division as well as its financial services
divisions.  The website provides the user the ability to access information,
including community location and information, floor plans and pricing in all
of the Company's homebuilding divisions.  Virtual tours of models are
currently available in select divisions.


Customer Service and Quality Control; Warranties

     The Company's customer service department is responsible for
pre-closing and post-closing customer needs.  Prior to closing, a Company
employee accompanies the buyer on a home orientation and inspection tour.
The Company is continuing with its objective to provide quality construction
through on-going training programs to maintain its high quality construction
standards.  The Company also provides home buyers with a limited warranty
                                   7
program which, in general, provides for a one-year warranty on workmanship
and building materials and a ten-year structural warranty.  In addition, the
Company purchases, when required by local or state ordinances, builder
liability insurance for major structural defects.


Financial Services

     The Company's financial services subsidiaries provide mortgage banking
and title insurance services.

     Mortgage Banking.  Preferred Home Mortgage Company ("PHMC"), a wholly-
owned subsidiary, is a full service mortgage banker which arranges financing
through the origination of mortgage loans to the Company's homebuyers and to
a lesser extent third party loans that are not associated with homes built
by the Company.  PHMC is an approved lender by the Federal National Mortgage
Association ("FNMA") to deliver loan origination to FNMA and to other
investors and to service such loans.

     During fiscal 2001, PHMC sold approximately $489 million in mortgage
loans (including servicing rights), representing a significant portion of
the Company's homebuyers that requested mortgage financing.  Substantially
all of PHMC's revenues are derived from mortgages on homes built by Engle.
At December 31, 2001, PHMC was originating mortgages in all Engle
homebuilding divisions.

     PHMC must comply with various federal and state laws and consumer
credit rules and regulations in connection with its mortgage lending
activities.  In addition, the mortgage banking industry in the United States
is highly competitive.  PHMC competes with other mortgage companies and
financial institutions to provide mortgage financing to both the Company's
customers as well as the general public.

     Title Services. Universal Land Title ("ULT"), a wholly-owned
subsidiary, currently provides title services to the Company's homebuyers in
Florida, Denver, Colorado and Dallas, Texas, as well as third parties.  At
December 31, 2001, ULT was operating 18 offices in Florida, 1 office in
Aurora, Colorado, and 1 office in Dallas, Texas.

Government Regulation and Environmental Matters

     In developing housing communities, the Company must obtain the approval
of numerous government authorities regulating such matters as permitted land
uses and levels of density, the installation of utility services such as
water and waste disposal and the dedication of acreage for open space,
parks, schools and other community purposes.  Several authorities in Florida
and other states have imposed impact fees as a means of defraying the cost
of providing certain governmental services to developing areas and the
amount of these fees has increased significantly during recent years. Many
state laws require the use of specific construction materials which reduce
the need for energy-consuming heating and cooling systems.  Local
governments also, at times, declare moratoriums on the issuance of building
permits and impose other restrictions in areas where sewage treatment
                                   8
facilities and other public facilities do not reach minimum standards.  To
date, the governmental approval processes and the restrictive zoning and
moratoriums discussed above have not had a material adverse effect on the
Company's development activities.  However, there is no assurance that these
and other restrictions will not adversely affect the Company in the future.
The Company is also subject to a variety of Federal, state and local
statutes, ordinances, rules and regulations concerning protection of health
and the environment.  The particular environmental laws which apply to any
given community vary greatly according to the community site, the site's
environmental conditions and the present and former uses of the site.  These
environmental laws may result in delays, cause the Company to incur
substantial compliance and other costs and prohibit or severely restrict
development in certain environmentally sensitive regions or areas.  Prior to
consummating the purchase of land, the Company engages independent
environmental engineers to evaluate such land for the presence of hazardous
or toxic materials, wastes or substances. The Company has not been
materially affected to date by the presence or potential presence of such
materials.

     To varying degrees, certain permits and approvals will be required to
complete the residential developments currently being planned by the
Company.  The ability of the Company to obtain necessary approvals and
permits for these projects is often beyond the Company's control, and could
restrict or prevent the development of otherwise desirable property.  The
length of time necessary to obtain permits and approvals increases the
carrying costs of unimproved property acquired for the purpose of
development and construction.  In addition, the continued effectiveness of
permits already granted is subject to factors such as changes in policies,
rules and regulations and their interpretation and application.  To minimize
these risks, the Company restricts land purchases to tracts that have zoning
entitlements.

     In recent years, regulation by Federal and state authorities relating
to the sale and advertising of residential real estate has also become more
restrictive.  In order to advertise and sell condominiums and other
residential real estate in many jurisdictions, the Company has been required
to prepare registration statements or other disclosure documents and, in
some cases, to file such materials with designated regulatory agencies.

Competition and Market Factors

     The development and sale of residential properties is highly
competitive and fragmented.  The Company competes in each of its markets
with numerous national, regional and local builders, including some builders
with greater financial resources.  Builders of new homes compete not only
for home buyers, but also for desirable properties, raw materials and
skilled subcontractors.  The Company also competes for residential sales
with individual sales of existing homes and available rental housing.

     The housing industry is cyclical and affected by consumer confidence
levels, prevailing economic conditions generally and interest rate levels.
A variety of other factors affect the housing industry and demand for new
homes, including the availability of labor and materials and increases in
                                   9
the costs thereof, changes in costs associated with home ownership such as
increases in property taxes and energy costs, changes in consumer
preferences, demographic trends and the availability of and changes in
mortgage financing programs.

Seasonality of Operations.

     The homebuilding industry generally is seasonal, as there are more
sales in the spring and summer months when the weather is good, resulting in
more home closings in the fall.  We operate primarily in the Southwest and
Southeast, where weather conditions are more suitable to a year-round
construction process than in other parts of the country.  The seasonality of
school terms also affects our operations, but this seasonality is somewhat
reduced by the fact that many of our buyers no longer have children in
school.

     Our revenues may fluctuate from quarter to quarter as a result of a
number of factors, including (i) the timing and price mix of home closings;
(ii) our ability to continue to acquire land options on acceptable terms;
(iii) the timing of receipt of regulatory approvals for the construction of
homes; (iv) the condition of the real estate market and economic conditions
generally (v) the cyclical nature of the homebuilding industry; (vi)
prevailing interest rates and the availability of mortgage financing; (vii)
pricing policies of our competitors; (viii) the timing of the opening of new
residential projects; (ix) weather; and (x) the cost and availability of
materials and labor.  Our historical financial performance is not
necessarily a meaningful indicator of our future results and we expect our
financial results to vary from quarter to quarter.

Employees

     At December 31, 2001, the Company employed approximately 866 persons,
including sales and marketing personnel, executive, administrative and
clerical personnel, construction employees and financial services personnel.

     Although none of the Company's employees are covered by collective
bargaining agreements, certain of the subcontractors which the Company
engages are represented by labor unions or are subject to collective
bargaining agreements.  The Company believes that its relations with its
employees and subcontractors are good.

Market for Engle Holdings' Common Equity and Related Stockholder Matters

     There is no current trading market for the common stock of Engle.
Technical Olympic, Inc. owns all the outstanding common stock of Engle
Holdings Corp., which owns all the outstanding common stock of Engle.

     Technical Olympic acquired Engle in November 2000 through a merger with
a subsidiary of Technical Olympic's wholly-owned subsidiary, Engle Holdings.
As a result , the common stock of Engle ceased to be publicly traded and was
therefore delisted from the Nasdaq National Market.  Thus, neither Engle
Holdings nor Engle Homes is subject to the reporting requirements of the
Exchange Act.  However, under the terms of two indentures dated February 2,
                                   10
1998 and June 12, 1998, respectively, under which Engle issued certain debt
while it was publicly traded, Engle is contractually obligated to file
annual and quarterly reports with the SEC while that debt remains
outstanding.

Item 2.    PROPERTIES

     The Company's corporate office is located at 123 N.W. 13th Street,
Suite 300, Boca Raton, Florida 33432 where the Company leases 9,356 square
feet of office space for a term expiring in August 2006.  Engle's building
divisions, PHMC and ULT branch operations lease additional office space at
various locations for their day-to-day operations.

Item 3.   LEGAL PROCEEDINGS

     The Company is involved from time to time in litigation arising in the
ordinary course of business, none of which is expected to have a material
adverse effect on the Company's consolidated financial position or results
of operations.

     From time to time, the Company is involved in matters with state and
local governments regarding compliance with real estate development and land
use regulations and related permitting.  The Company has made, and in the
future may be required to make, payments to state or local government
entities in order to resolve these matters.

     Subsequent to a press release on March 6, 2001 regarding the
possibility of a merger with Newmark Homes Corp., we were notified of the
filing of two class action suits challenging any transaction between us and
Newmark as a violation of fiduciary duty.  The first case was filed in the
District Court, Clark County, Nevada and is entitled: Cause No. A431555;
Barry Feldman v. Michael J. Poulos, Yannis Delikanakis, Michael S. Stevens,
Constantinos Stengos, Georgios Stengos, Andreas Stengos, James M. Carr,
William A. Hasler, Larry D. Horner, Lonnie M. Fedrick, Engle Holdings Corp,
and Newmark Homes Corp.  The second case was filed in the 80th Judicial
District Court of Harris County, Texas and is entitled: Cause No. 2001-
14194; and Michael Gormley v. Michael J. Poulos, Yannis Delikanakis, Michael
S. Stevens, Constantinos Stengos, Georgios Stengos, Andreas Stengos, James
M. Carr, William A Hasler, Larry D. Horner, Lonnie M. Fedrick, Engle
Holdings Corp. and Newmark Homes Corp.

     The first class action lawsuit filed in Nevada has been stayed
indefinitely pending the resolution of the second class action lawsuit filed
in Texas.  Our obligation to answer the complaint in the second class action
lawsuit has been deferred pursuant to an agreement with the plaintiffs.
Although these class actions are in their early stages, we believe that the
plaintiffs have only a small likelihood of success at trial.  We intend to
vigorously defend these actions.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders during the
Companys' 2001 fiscal year.
                                   11

                             PART II

Item 5.     MARKET FOR THE REGISTRANT'S COMMON STOCK AND
            RELATED STOCKHOLDER MATTERS

     As of November 22, 2000, the outstanding shares of Common Stock of
Engle ceased trading as a result of the merger of the Company with a
subsidiary of Technical Olympic.  Since such date, all shares of Common
Stock of the Company are beneficially owned by Engle Holdings, a subsidiary
of Technical Olympic, and none have traded.
<TABLE>
<CAPTION>
                                       Year Ended
                          -------------------------------------
                          December 31, 2001    October 31, 2000
                          -----------------    ----------------
                           High      Low        High     Low
                          ------   -------     ------    ------
<S>                        <C>      <C>        <C>       <C>
First Quarter              N/A       N/A       $13.63    $10.31
Second Quarter             N/A       N/A       $11.00    $ 9.13
Third Quarter              N/A       N/A       $10.56    $ 9.13
Fourth Quarter             N/A       N/A       $18.94    $ 9.56
</TABLE>
     For the fiscal years ended December 31, 2001 and October 31, 2000, the
Company declared and paid per share dividends as set forth in the following
table:

<TABLE>
                                     Cash Dividends
                                -----------------------
<CAPTION>
                                2001               2000
                                ----               ----
<S>                             <C>                <C>
First Quarter                                      $.06
Second Quarter                                     $.06
Third Quarter                                      $.06
Fourth Quarter                                       -

</TABLE>

     During the twelve months ended December 31, 2001, the Company made
distributions to its parent company of approximately $29.5 million.

     The payment of future cash dividends will be at the discretion of the
Board of Directors of the Company and will depend upon, among other things,
results of operations, capital requirements, the Company's financial
condition, debt covenant restrictions and such other factors as the Board of
Directors may consider.

     The indentures for the Company's 9 1/4% Senior Notes due 2008 (the
"Senior Notes") contain restrictions on the payment of dividends, dependent,
                                   12
in part, on the Company's net income earned since February 1, 1998.  The
Company's bank credit agreement also restricts the Company from declaring or
paying dividends with certain exceptions.

Item 6.                 SELECTED FINANCIAL DATA

     The income statement data and balance sheet data have been derived from
the audited consolidated financial statements of the Company.  The following
data should be read in conjunction with "ITEM 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the Company's
Consolidated Financial Statements, and related notes included in "ITEM 8,
Financial Statements and Supplementary Data" of this Annual Report on Form
10-K.

     Engle's fiscal year end changed from October 31 to December 31.  It is
not practicable to restate results for prior years, so the October 31 fiscal
year is retained for discussions of results from those years.




































                                   13
<PAGE>
<TABLE>
                                     SELECTED FINANCIAL DATA
                                           YEARS ENDED
<CAPTION>
                               (In thousands, except unit amounts)

                         December 31,             October 31,
                         ------------ -----------------------------------
                             2001       2000     1999     1998      1997
                         ------------ -------- -------- -------- --------
                         Successor    Predecessor ---------------------->
<S>                      <C>          <C>      <C>       <C>      <C>
Income Statement Data:
Total revenues             $1,006,695 $844,011 $741,940 $536,040 $425,295

Income before income
 taxes                        111,392   57,198   45,645   28,370   21,899
Provision for income
 taxes                         42,068   21,534   17,619   10,922    8,431
Income before
 extraordinary items           69,324   35,664   28,026   17,448   13,468
Extraordinary items                                       (2,612)

Net income               $     69,324 $ 35,664 $ 28,026 $ 14,836 $ 13,468
                         ============ ======== ======== ======== ========

Selected Operating Data
    (unaudited):
Deliveries (in units)           3,893    3,573    3,514    2,605    1,992
Backlog at end of period (a)
    Units                       1,810    2,065    1,860    1,621      869
    Aggregate sales value    $475,700 $497,800 $411,100 $324,000 $174,000




                         SELECTED FINANCIAL DATA-(Continued)

                         December 31,          October 31,
                         ------------ -----------------------------------
                             2001       2000     1999      1998      1997
                         ------------ -------- -------- -------- --------
                         Successor    Predecessor ---------------------->
Balance Sheet Data:
Inventories (b)              $456,303 $409,458 $386,804 $352,620 $230,108

Total assets                  654,848  542,697  514,893  431,428  288,412

Borrowings (c)                254,524  269,463  280,411  230,907  166,593

Total shareholders'
 equity                       259,558  217,691  186,432  161,724   93,180

                                   14
<FN>
(a)        See Item 7-Management's Discussion and Analysis of Financial
           Condition and Operations-Overview.

(b)        See Note 2 of Notes to the Company's Consolidated Financial
           Statements.

(c)        Borrowings exclude consolidated land bank obligations of
           approximately $30 million at December 31, 2001.  These amounts
           primarily represent liabilities associated with entities that did
           not meet the accounting criteria to qualify as unconsolidated
           special purpose entities.  As a result, the liabilities and the
           corresponding assets have been consolidated in Engle's financial
           statements.

(d)        On November 22, 2000, the Company became a wholly-owned
           subsidiary of Engle Holdings Corp., in turn a wholly-owned
           subsidiary of Technical Olympic USA, Inc. ("Technical Olympic"),
           pursuant to a merger agreement dated October 12, 2000.  Technical
           Olympic is a wholly-owned indirect subsidiary of Technical
           Olympic S.A., a publicly traded Greek corporation.  Company
           stockholders received $19.10 for each share of the Company's
           common stock at the time of the merger.  Following the merger,
           the common stock of the Company ceased to be publicly traded.
           The Company is not subject to the filing requirements of the
           Securities Exchange Act of 1934.  This Form 10-K is filed
           pursuant to contractual obligations imposed on the Company by two
           Indentures dated as of February 2, 1998 and June 12, 1998,
           respectively, under which the Company is the issuer of certain
           debt.

           For accounting purposes, the merger was accounted for as of
           November 22, 2000 using the purchase method of accounting.
           Accordingly, the consolidated financial statements for periods
           after that date reflect the push-down of the purchase price
           allocations made by Technical Olympic to the assets and
           liabilities of the Company and, therefore, are not comparable to
           those before the acquisition.  The consolidated financial
           statements for the period from January 1, 2001 through December
           31, 2001 and November 22, 2000 through December 31, 2000 are
           labeled Successor.  Statements for the twelve months ended
           October 31, 2000 and October 31, 1999 and the period from
           November 1, 2000 though November 21, 2000 are based on the
           historical accounts of the Company and are labeled Predecessor.

</FN>
</TABLE>














                                   15
Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Statement Concerning Forward-looking Statements

     The following Management's Discussion and Analysis of Financial
Condition and Results of Operations contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements concerning anticipated operating
results, financial resources, growth and expansion.  Such forward-looking
information involves important risks and uncertainties that could
significantly affect actual results and cause them to differ materially from
expectations expressed therein.  These risks and uncertainties include
local, regional and national economic conditions, the effects of
governmental regulation, the competitive environment in which the Company
operates, fluctuations in interest rates, changes in home prices, the
availability and cost of land for future growth, the availability of
capital, the availability and cost of labor and materials, and weather
conditions.  The following discussion also should be read in conjunction
with the information set forth in "Item 6. Selected Financial Data" and the
Company's Consolidated Financial Statements and related notes included in
"Item 8. Financial Statements and Supplementary Data" of this Annual Report
on Form 10-K.



     General.  The following table sets forth for the years indicated
certain items of the Company's Consolidated Financial Statements expressed
as a percentage of the Company's total revenues:
<TABLE>
                                        Percentage of Total Revenues
<CAPTION>
                                        For the Twelve Months Ended
                                   ---------------------------------------
                                   December 31,   October 31,  October 31,
                                       2001          2000         1999
                                   ------------   -----------  -----------
<S>                                <C>            <C>          <C>
Sales of homes                             95.2%         94.1%        95.0%
Sales of land                               1.0           2.9          1.5
Rent and other                               .6            .4           .5
Financial services                          3.2           2.6          3.0
                                   ------------   -----------  -----------
     Total                                 100%          100%         100%
                                   ============   ===========  ===========

Cost of sales-homes                        75.9          78.7         79.9
Cost of sales-land                           .9           2.5          1.4
Selling, general and
 administrative expenses                    9.7           9.4          9.6
Financial services expenses                 1.8           1.8          2.1
Income before income taxes                 11.1           6.8          6.2
Net income                                  6.9           4.2          3.8
</TABLE>







                                   16
The following tables set fourth information relating to homes closed, new
sales contracts and sales backlog by operating division for the years ended
December 31, 2001, October 31, 2000, and October 31, 1999:
<TABLE>
<CAPTION>
                            December 31,         Year Ended October 31,
                           ---------------  --------------------------------
                                  2001            2000              1999
                           ---------------  ---------------  ---------------
Homes Closed               Closed  Percent  Closed  Percent  Closed  Percent
------------               ------  -------  ------  -------  ------  -------
<S>                         <C>      <C>     <C>      <C>     <C>      <C>
Florida                     1,931    49.6%   1,739    48.7%   1,668    47.5%
Dallas, TX                    369     9.5      368    10.3      282     8.0
Southwest                   1,057    27.1    1,047    29.3    1,111    31.6
Mid-Atlantic                  536    13.8      419    11.7      453    12.9
                           ------  -------  ------  -------  ------  -------
Total                       3,893     100%   3,573     100%   3,514     100%
                           ======  =======  ======  =======  ======  =======
</TABLE>


<TABLE>
<CAPTION>
                     Year Ended December 31,    Year Ended October 31,
                     (Dollars in thousands)     (Dollars in thousands)
                           ---------------  --------------------------------
                                  2001            2000              1999
                           ---------------  ---------------  ---------------
                            Sold   Dollars   Sold   Dollars   Sold   Dollars
                           -----   -------  -----   -------  -----  --------
New Sales Contracts
-------------------
<S>                        <C>    <C>       <C>    <C>       <C>    <C>
Florida                    1,987  $477,700  1,893  $412,800  1,836  $374,400
Dallas, TX                   322    62,800    343    66,100    300    55,900
Southwest                    945   260,100  1,025   261,800  1,100   244,900
Mid-Atlantic                 355   120,400    517   140,500    517   116,500
                           -----  --------  -----  --------  -----  --------
Total                      3,609  $921,000  3,778  $881,200  3,753  $791,700
                           =====  ========  =====  ========  =====  ========

</TABLE>


















                                   17

<TABLE>
<CAPTION>
                     Year Ended December 31,     Year Ended October 31,
                     (Dollars in thousands)      (Dollars in thousands)
                           ---------------  --------------------------------
                                  2001            2000              1999
                           ---------------  ---------------  ---------------
                           Homes   Dollars  Homes   Dollars  Homes   Dollars
                           -----   -------  -----   -------  -----   -------
Sales Backlog
-------------
<S>                        <C>     <C>        <C>  <C>       <C>    <C>
FLorida                    1,273  $326,000  1,220  $282,200  1,066  $228,700
Dallas, TX                   100    19,600    134    26,000    159    30,500
Southwest                    305    82,100    407   106,900    429    99,800
Mid-Atlantic                 132    48,000    304    82,700    206    52,100
                           -----  --------  -----  --------  -----  --------
Total                      1,810  $475,700  2,065  $497,800  1,860  $411,100
                           =====  ========  =====  ========  =====  ========
</TABLE>





     Backlog.  Sales of the Company's homes are generally made pursuant to a
standard contract which requires a down payment of up to 10% of the sales
price.  The contract includes a financing contingency which permits the
customer to cancel in the event mortgage financing at prevailing interest
rates (including financing arranged by the Company) is unobtainable within
a specified period, typically four to six weeks.  The Company includes an
undelivered home sale in its backlog upon execution of the sales contract
and receipt of the down payment.  Revenue is recognized only upon the
closing and delivery of a home.  The Company estimates that the average
period between the execution of a purchase agreement for a home and delivery
is approximately four to six months.


Results of Operations

Year Ended December 31, 2001 Compared to Year Ended October 31, 2000.

     The Company's revenues from home sales during calendar 2001 increased
$163.7 million (or 20.6%) compared to the twelve months ended October 31,
2000.  The number of homes delivered by the Company increased 9.0% (to 3,893
from 3,573) and the average selling price of homes delivered increased 10.8%
(to $246,000 from $222,000).  Management believes that changes in the
average selling price of homes delivered from period to period are
attributable to discrete factors at each of its subdivisions, including
product mix and premium lot availability, and cannot be predicted for future
periods with any degree of certainty.

     Cost of home sales increased approximately $98.9 million (or 14.9%)
compared to the twelve months ended October 31, 2000, primarily due to the
related increase in home sales revenues.  Cost of home sales as a percentage
of home sales revenues decreased to 79.7% from 83.7% as a result of the
product mix of homes delivered.

     The Company's selling, general and administrative ("S,G&A") expenses
increased approximately $16.8 million (or 21.2%) during calendar 2001 as
compared to the twelve months ended October 31, 2000.  S,G&A expenses as a
                                   18
percentage of total revenues for calendar 2001 was consistent with the
twelve months ended October 31, 2000.

     Calendar 2001 income before income taxes increased $54.2 million
(or 94.7%) as compared to the twelve months ended October 31, 2000,
primarily due to the increase in revenues from home sales and a decrease in
cost of home sales as a percentage of home sales revenue.

For the Period November 1, 2000 Through December 31, 2000.

     The Company's revenues from homes sales during the period November 1,
2000 through December 31, 2000 amounted to $108.7 million.  The number of
homes delivered amounted to 469 and the average selling price was $232,000.

     Cost of home sales amounted to $89.6 million for the period November 1,
2000 through December 31, 2000.  Cost of home sales as a percentage of home
sales revenues is 82.4% for the period November 1, 2000 through December
31, 2000.

     Acquisition and merger related charges amounted to $20.1 million for
the period November 1, 2000 through December 31, 2000.

     Loss before income taxes amounted to $13 million due to the acquisition
and merger related charges of $20.1 million for the period November 1, 2000
through December 31, 2000.

Year Ended October 31, 2000 Compared to Year Ended October 31, 1999.

     The Company's revenues from home sales during fiscal 2000 increased
$89.9 million (or 12.8%) compared to fiscal 1999.  The number of homes
delivered by the Company increased 1.7% (to 3,573 from 3,514) and the
average selling price of homes delivered increased 10.5% (to $222,000 from
$201,000).  Management believes that changes in the average selling price of
homes delivered from period to period are attributable to discrete factors
at each of its subdivisions, including product mix and premium lot
availability, and cannot be predicted for future periods with any degree of
certainty.

     The Company's revenues from land sales increased approximately $12.8
million (or 114%) during fiscal 2000 as compared to fiscal 1999 primarily
as a result of an increase in commercial and residential land sales in the
west coast of Florida, Virginia, and South Florida.

     Cost of home sales increased approximately $71.8 million (or 12.1%)
compared to fiscal 1999, primarily due to the related increase in home
sales revenues.  Cost of home sales as a percentage of home sales revenues
decreased to 83.7% from 84.2% as a result of the product mix of homes
delivered.

     Cost of land sales increased approximately $10.7 million (or 101%)
during fiscal 2000 as compared to fiscal 1999, primarily as a result of the
increase in land sales.  Costs of land sales as a percentage of land sales
decreased to 89.0% from 94.9% as a result of the mix of land sold.

     The Company's selling, general and administrative ("S,G&A") expenses
increased approximately $8.1 million (or 11.4%) during fiscal 2000 as
compared to fiscal 1999.  S, G & A expenses as a percentage of total
revenues was consistent with fiscal 1999.

     Fiscal 2000 income before income taxes increased $11.6 million
(or 25.3%) as compared to fiscal 1999, primarily due to the increase in
                                   19
revenues from home sales and a decrease in cost of home sales as a
percentage of home sales revenue.

Liquidity and Capital Resources

     General.  The Company's financing needs historically have been provided
by cash flows from operations, unsecured bank borrowings and from time to
time the public debt and equity markets.  At December 31, 2001, Engle had
cash and cash equivalents of $92.8 million.  Inventories (including land and
improvements held for development and residential homes under construction)
at December 31, 2001 were $456.3 million, an increase of $12.2 million, or
2.7%, from $444.1 million at December 31, 2000.  This increase results from
general growth in Engle's business.

    At December 31, 2001, Engle had homebuilding borrowings of approximately
$215.8 million outstanding and an aggregate of $57.1 million in letters of
credit and performance bonds outstanding.  Outstanding homebuilding
borrowings at December 31, 2001 consisted of $202 million aggregate
principal amount of unsecured borrowings from financial institutions, $13.0
million of the 9 1/4% Senior Notes due 2008 (see below) and $0.9 million
aggregate principal amount of other borrowings.  The letters of credit and
performance bonds are required for certain development activities, deposits
on land and lot purchase contract deposits.  Deposits for future purchases
of land totaled $25.9 million at December 31, 2001.  The Company believes
that funds generated from operations and expected borrowing availability
under the Credit Facility will be sufficient to fund the Company's working
capital requirements during fiscal 2002, with the exception of major land
acquisitions, if any.  For a further description of the Company's
borrowings, see Note 4 of the Company's Consolidated Financial Statements.

     In connection with the acquisition of Engle by Technical Olympic on
November 22, 2000, Engle entered into a Credit Agreemnet (the "Credit
Agreement") with a bank providing for a $100 million term loan and a $275
million revolving credit facility (subject to reduction based upon periodic
determinations of a borrowing base).  Proceeds from these facilities were
used to finance Engle's required repurchase its then outstanding $250
million principal amount of 9 1/4% Senior Notes due 2008 ("Senior Notes")
(see below).  In addition, the revolving credit facility provides working
capital and credit support for the issuance of letters of credit needed from
time to time.  The term loan and revolving credit facility are scheduled to
terminate on November 22, 2002 whereupon all amounts outstanding become due.
Engle's previous bank revolving credit facility was repaid and cancelled.
At December 31, 2001, $100 million under the term notes and $102 million
under the revolving credit facility were outstanding.

     As a result of the change in control, Engle was required by the
indentures governing its Senior Notes to offer to repurchase all of its
outstanding Senior Notes at a price of 101% of the principal amount plus
accrued and unpaid interest.  Upon termination of the offer in January 2001,
Engle repurchased approximately $237 million aggregate principal amount of
its Senior Notes.  The repurchase of these Senior Notes were funded with
$100 million term loan under the Credit Agreement and additional advances
under Engle's revolving credit facility.  Approximately $13 million of the
Senior Notes were not tendered and remain outstanding as of December 31,
2001.

     The following table sets forth the maturities of Engle's borrowings:




                                   20
                         Year Ended
                        December 31,         Amount
                       --------------     -------------
                            2002         $ 202,000,000
                            2003               938,000
                            2004                     -
                            2005                     -
                         Thereafter         12,897,000
                                          -------------
                                         $ 215,835,000

The Company anticipates that it will fund the maturities of its debt and
required expenditures relating to its developments primarily with cash flow
from operations and credit lines.  See "Note 4 of Notes to the Company's
Consolidated Financial Statements".

     During the twelve months ended December 31, 2001, the Company made
distributions to its parent company of approximately $29.5 million.

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

     Debt Service.  Scheduled and estimated maturities of the Company's
homebuilding borrowings aggregate approximately $202 million during 2002.
The Company anticipates that it will fund the maturities of its debt and
required expenditures relating to its developments primarily with cash flow
from operations and credit lines.  See "Note 4 of Notes to the Company's
Consolidated Financial Statements."

     Management does not anticipate that PHMC's expansion of its operation
will significantly impact liquidity because the mortgages are generally sold
within a short period of time after their origination to the Federal
National Mortgage Association (FNMA) or other qualified investors.
PHMC has established the capability to retain the servicing of loans,
however, during fiscal 2001 in connection with the sale of mortgages all
servicing rights were sold.

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.  In addition, higher mortgage interest
rates may significantly affect the affordability of permanent mortgage
financing to prospective purchasers.  Inflation also increases the Company's
interest costs and costs of labor and materials.  The Company attempts to
pass through to its customers any increases in its costs through increased
selling prices and, to date, inflation has not had a material adverse effect
on the Company's results of operations.  However, there is no assurance that
inflation will not have a material adverse impact on the Company's future
results of operation.

Interest Rates

     The Company's operations are interest rate sensitive.  Overall housing
demand is adversely affected by increases in interest costs.  If mortgage
                                   21
interest rates increase significantly, this may negatively impact the
ability of a homebuyer to secure adequate financing.  Such results of higher
interest rates may result in adversely affecting the Company's revenues,
gross margins and net income.

Seasonal Aspects of Operations.

     The homebuilding industry generally is seasonal, as there are more
sales in the spring and summer months when the weather is good, resulting in
more home closings in the fall.  We operate primarily in the Southwest and
Southeast, where weather conditions are more suitable to a year-round
construction process than in other parts of the country.  The seasonality of
school terms also affects our operations, but this seasonality is somewhat
reduced by the fact that many of our buyers no longer have children in
school.

     Our revenues may fluctuate from quarter to quarter as a result of a
number of factors, including (i) the timing and price mix of home closings;
(ii) our ability to continue to acquire land and options on acceptable
terms; (iii) the timing of receipt of regulatory approvals for the
construction of homes;  (iv) the condition of the real estate market and
economic conditions generally;  (v) the cyclical nature of the homebuilding
industry; (vi) prevailing interest rates and the availability of mortgage
financing; (vii) pricing policies of our competitors; (viii) the timing of
the opening of new residential projects; (ix) weather; (x) the cost and
availability of materials and labor.  Our historical financial performance
is not necessarily a meaningful indicator of our future results and we
expect our financial results to vary from quarter to quarter.

Critical Accounting Policies

     In the preparation of its financial statements, the Company applies
accounting principles generally accepted in the United States.  The
application of generally accepted accounting principles may require
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying results.

     As discussed in Note 1 to the Company's consolidated financial
statements, housing and other real estate sales are recognized when title
passes to the buyer and certain other conditions are met.  As a result, the
Company's revenue recognition process does not involve significant
judgements or estimations.  However, the Company does rely on certain
estimates to determine the related construction and land costs and resulting
gross margins associated with revenues recognized.  The Company's
construction and land costs are comprised of direct and allocated costs,
including estimated costs for future warranties and amenities.  Land, land
improvements and other common costs are generally allocated on a relative
fair value basis to units within a parcel or subdivision.  Land and land
development costs generally inclulde related interest and property taxes
incurred until development is substantially completed.

     As discussed in Note 2 to the consolidated financial statements, the
Company has entered into option agreements with third parties to acquire
developed lots.  Under these option arrangements, the Company has placed
nonrefundable deposits, which provide the Company the right to acquire the
lots from time to time subject to the terms and conditions of such
agreements.  Although the Company does not have legal title to the assets of
these third parties and have not guaranteed the liabilities, the Company
does exercise certain rights of ownership over the entities assets.  As a
result, the Company has included their assets and corresponding liabilities
in the consolidated statement of financial condition.
                                   22

     As discussed in Note 7 to the consolidated financial statements, the
Company is involved in litigation incidental to its business, the
disposition of which is expected to have no material effect on the Company's
financial position or results of operations.  It is possible, however, that
future results of operations for any particular quarterly or annual period
could be materially affected by changes in the Company's assumptions related
to these proceedings.  The Company accrues its best estimate of the probable
cost for the resolution of legal claims.  Such estimates are developed in
consultation with outside counsel handling these matters and are based upon
a combination of litigation and settlement strategies.  To the extent
additional information arises or the Company's strategies change, it is
possible that the Company's best estimate of its probable liability in these
matters may change.

New Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board (FASB) approved
Statement of Financial Accounting Standard 141 (Statement 141), Business
Combinations, and Statement of Financial Accounting Standards 142 (Statement
142), Goodwill and Other Intangible Assets.  Statement 141 requires that the
purchase method of accounting be used for all business combinations
initiated after June 30, 2001.  Statement 142 changes the accounting for
goodwill from an amortization method to an impairment-only approach.
Statement 142 will be effective for the Company's fiscal year 2002 and is
immediately effective for goodwill and intangible assets acquired after June
30, 2001.  Management is in the process of evaluating the effect these
standards will have on its financial statements.

     In September 2000, the FASB issued Statement of Financial Accounting
Standards 140 (Statement 140), Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities.  Statement 140 amends
Statement 125 and provides revised accounting and financial reporting rules
for sales, securitizations, and servicing of receivables and other financial
assets, and for secured borrowing and collateral transactions.  The
provisions concerning servicing assets and liabilities as well as
extinguishments of liabilities remain consistent with Statement 125.
Statement 140 is applicable to transfers occurring after March 31, 2001.
The impact of adopting Statement 140 has not been significant to the
Company's financial statements.






















                                   23
Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is exposed to market risk primarily related to potential
adverse changes in interest rates.  The Company's exposure to market risks
is changes to interest rates related to the Company's variable rate loans.
The interest rates relative to the Company's variable rate loans fluctuate
with the prime and LIBOR lending rates, both upwards and downwards.  From
time to time, the Company may enter into interest rate hedging arrangements
in order to minimize its exposure to changes in interest rates.  At February
19, 2002, the Company has not entered into any such hedging arrangements.
The Company does not enter into, or intend to enter into, derivative
financial instruments for trading or speculative purposes.

     PHMC, the Company's mortgage subsidiary, orignates residential mortgage
loans and sells them in the residential mortgage market.  During fiscal
2001, PHMC sold approximately $489 million in mortgage loans (including
servicing rights).  The Company minimizes the market risk and impact of
changing mortgage interest rates by selling loans within a short period of
time after origination or through other means of contractual protection.
Although these mortgage loan portfolios are subject to interest rate risks,
the Company does not believe that its mortgage business is subject to risk
of losses resulting from changes in the home mortgage markets that could
materially impact the Company.






































                                   24
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

              INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               Page
                                                               ----

Reports of Independent Certified Public Accountants              26

Consolidated Balance Sheets
  as of December 31, 2001 and December 31, 2000                  28

Consolidated Statements of Income
  For the Twelve Months Ended December 31, 2001, the
  Period From November 22, 2000 through December 31,
  2000, the Period From November 1, 2000 through
  November 21, 2000, the Twelve Months Ended October 31,
  2000, and the Twelve Months Ended October 31, 1999             30

Consolidated Statements of Shareholder's Equity
  For the Twelve Months Ended December 31, 2001, the
  Period From November 22, 2000 through December 31,
  2000, the Period From November 1, 2000 through
  November 21, 2000, the Twelve Months Ended October 31,
  2000, and the Twelve Months Ended October 31, 1999             31

Consolidated Statements of Cash Flows
  For the Twelve Months Ended December 31, 2001, the
  Period From November 22, 2000 through December 31,
  2000, the Period From November 1, 2000 through
  November 21, 2000, the Twelve Months Ended October 31,
  2000, and the Twelve Months Ended October 31, 1999             33

Notes to Consolidated Financial Statements                       35




























                                   25
              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Stockholder
Engle Homes, Inc.

We have audited the accompanying consolidated balance sheet of Engle
Homes, Inc., and subsidiaries as of December 31, 2001 and the related
consolidated statements of income, stockholder's equity and cash flows for
the year then ended.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Engle
Homes, Inc. and subsidiaries at December 31, 2001, and the consolidated
results of their operations and their cash flows for the year then ended in
conformity with accounting principles generally accepted in the United
States.



Miami, Florida                               ERNST & YOUNG LLP
January 18, 2002


























                                   26
              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Stockholder
Engle Homes, Inc.


We have audited the accompanying consolidated balance sheet of Engle Homes,
Inc., and subsidiaries as of December 31, 2000 and the related consolidated
statements of income, shareholder's equity and cash flows for the periods
from November 22, 2000 to December 31, 2000 and November 1, 2000 to November
21, 2000, and for the fiscal years ended October 31, 2000 and 1999.  These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial statements.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Engle
Homes, Inc. and subsidiaries at December 31, 2000, and the results of their
operations and their cash flows for the periods from November 22, 2000 to
December 31, 2000  and November 1, 2000 to November 21, 2000, and for the
fiscal years ended October 31, 2000 and 1999, in conformity with accounting
principles generally accepted in the United States of America.



Miami, Florida                               BDO SEIDMAN, LLP
February 27, 2001






















                                   27
<TABLE>
                      ENGLE HOMES, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                       (in thousands, except share data)
<CAPTION>
                                                   December 31,
                                               --------------------
                                                 2001        2000
                                               --------    --------
<S>                                            <C>         <C>
                     ASSETS
HOMEBUILDING:
CASH AND CASH EQUIVALENTS
  Unrestricted                                 $ 57,487    $ 15,460
  Restricted                                      7,738       3,841
INVENTORIES                                     456,303     444,070
PROPERTY AND EQUIPMENT, net                       5,474       5,330
OTHER ASSETS                                     27,126      21,549
GOODWILL, net of accumulated
amortization of $953 and $105, respectively      14,788      15,128
DEFERRED TAX ASSET                                4,169       9,557
                                               --------    --------
                                                573,085     514,935
                                               --------    --------
FINANCIAL SERVICES:
CASH AND CASH EQUIVALENTS
  Unrestricted                                    7,930       2,618
  Restricted                                     19,605       6,364
MORTGAGE LOANS HELD FOR SALE                     50,933      14,406
OTHER ASSETS                                      3,295       1,240
                                               --------    --------
                                                 81,763      24,628
                                               --------    --------
   TOTAL ASSETS                                $654,848    $539,563
                                               ========    ========
             LIABILITIES
HOMEBUILDING:
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES       $ 34,226    $ 27,293
CUSTOMER DEPOSITS                                21,994      21,817
CONSOLIDATED LAND BANK OBLIGATION                30,022
BORROWINGS                                      202,938     217,532
SENIOR NOTES PAYABLE                             12,897      38,065
                                               --------    --------
                                                302,077     304,707
                                               --------    --------

FINANCIAL SERVICES:
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES         18,828       6,035
FINANCIAL SERVICE BORROWINGS                     38,689       9,071
                                               --------    --------
                                                 57,517      15,106
                                               --------    --------
   TOTAL LIABILITIES                           $359,594    $319,813
                                               --------    --------


MINORITY INTEREST                                35,696


                                   28
             SHAREHOLDER'S EQUITY

COMMON STOCK, $.01 par, 1,000 shares
authorized and 100 shares issued
and outstanding
ADDITIONAL PAID-IN CAPITAL                      215,709     215,709
RETAINED EARNINGS                                43,849       4,041
                                               --------    --------
   TOTAL SHAREHOLDER'S EQUITY                   259,558     219,750
                                               --------    --------

                                               $654,848    $539,563
                                               ========    ========
<FN>
          See accompanying notes to consolidated financial statements
</FN>
</TABLE>










































                                   29
<TABLE>
                     ENGLE HOMES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF INCOME
                             (in thousands)
<CAPTION>
                                Period From  Period From
                                November 22, November 1,
                                   2000         2000          Years Ended
                   Year Ended     Through      Through        October 31,
                   December 31, December 31, November 21,  -----------------
                      2001         2000         2000         2000     1999
                   ------------ ------------ ------------  -------- --------
                    Successor    Successor   Predecessor      Predecessor
<S>                <C>          <C>          <C>           <C>      <C>
HOMEBUILDING:
REVENUES
Sales of homes     $    958,125 $     82,999 $     25,768  $794,445 $704,563
Sales of land            10,499        1,374          360    24,053   11,236
Rent and other            5,412          351          400     3,383    3,450
                      ---------    ---------   ----------  -------- --------
                        974,036       84,724       26,528   821,881  719,249
                      ---------    ---------   ----------  -------- --------
COSTS AND EXPENSES
Cost of sales-homes     763,708       68,189       21,385   664,818  593,046
Cost of sales-land        9,639        1,326          268    21,405   10,659
Selling, general
 and administrative      95,947        8,247        4,726    79,158   71,079
Acquisition and
 merger related
 charges                  1,864                    20,118
Depreciation and
 amortization             6,457          721          330     6,108    5,604
                      ---------     --------     --------  -------- --------
                        877,615       78,483       46,827   771,489  680,388
                      ---------     --------     --------  -------- --------
Homebuilding pretax
 income (loss)           96,421        6,241      (20,299)   50,392   38,861
                      ---------     --------     --------  -------- --------

Financial Services:
Revenue                  32,659        2,562        1,078    22,130   22,691
Expenses                 17,688        1,635          961    15,324   15,907
                      ---------     --------     --------  -------- --------
Financial services
 pretax income           14,971          927          117     6,806    6,784
                      ---------     --------     --------  -------- --------

INCOME (LOSS) BEFORE
 INCOME TAXES (BENEFIT) 111,392        7,168      (20,182)   57,198   45,645
 Provision (benefit)
 for income taxes        42,068        2,764       (5,949)   21,534   17,619
                      ---------     --------     --------  -------- --------
NET INCOME (LOSS)     $  69,324     $  4,404     $(14,233) $ 35,664 $ 28,026
                      =========     ========     ========  ======== ========
<FN>
          See accompanying notes to consolidated financial statements
</FN>
</TABLE>


                                   30
<PAGE>
<TABLE>
                      ENGLE HOMES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                     (in thousands, except number of shares)
<CAPTION>
                                Common Stock   Additional
                             -----------------  Paid-In    Retained
                              Shares    Amount   Capital   Earnings  Total
                             ---------- ------  --------  --------- -------
<S>                          <C>          <C>    <C>      <C>       <C>
Predecessor Company:
Amounts at October 31, 1998  11,169,000   $112  $103,134   $58,478 $161,724

 Net Income                                                 28,026   28,026
 Dividends to shareholders                                  (2,242)  (2,242)

 Common stock issued in
  connection with employee
  stock bonus plan               69,000              882                882

 Common stock issued in
  connection with exercise
  of stock options               10,000               96                 96

 Common stock purchased in
  connection with Company's
  share repurchase plan        (200,000)    (2)   (2,052)            (2,054)
                             ----------   ----   -------- -------- --------
Amounts at October 31, 1999  11,048,000   $110   $102,060  $84,262 $186,432

 Net Income                                                 35,664   35,664
 Dividends to shareholders                                  (2,641)  (2,641)

 Common stock issued in
  connection with employee
  stock bonus plan              127,000      1     1,222              1,223

 Common stock issued in
  connection with exercise
  of stock options                5,000      1        55                 56

 Common stock purchased in
  connection with Company's
  share repurchase plan        (308,000)    (3)   (3,040)            (3,043)
                             ----------   ----   -------- -------- --------
Amounts at October 31, 2000  10,872,000   $109   $100,297 $117,285 $217,691

  Net loss for the
  period November 1,
  2000 through
  November 21, 2000                                        (14,233) (14,233)

  Cancellation of
  Company's shares as
  a result of merger        (10,872,000)  (109)  (100,297)(103,052)(203,458)
                             ----------   ----   -------- -------- --------
Amounts at
  November 21, 2000                   0   $  0   $      0 $      0 $      0
                             ==========   ====   ======== ======== ========
Successor Company:
                                   31
  Conversion of Helios
  Acquisition Corporation
  stock to Company
  stock under Merger                100     -     215,709           215,709

  Net income for the
  period November 22,
  2000 through
  December 31, 2000                                          4,404    4,404

  Net Distributions
  to Parent                                                   (363)    (363)
                             ----------   ----   -------- -------- --------
Amounts at
December 31, 2000                   100     -    $215,709 $  4,041 $219,750

  Net income                                                69,324   69,324

  Net Distributions
  to Parent                                                (29,516) (29,516)
                             ----------   ----   -------- -------- --------
Amounts at
December 31, 2001                   100     -    $215,709 $ 43,849 $259,558
                             ==========   ====   ======== ======== ========
<FN>
       See accompanying notes to consolidated financial statements
</FN>
</TABLE>
































                                   32
<PAGE>
<TABLE>
                           ENGLE HOMES, INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<CAPTION>
                                Period From  Period From
                                November 22, November 1,
                                   2000         2000         Years Ended
                   Year Ended     Through      Through       October 31,
                   December 31, December 31, November 21, -----------------
                      2001         2000         2000        2000     1999
                   ------------ ------------ ------------ -------- --------
                    Successor    Successor   Predecessor     Predecessor
<S>                <C>          <C>          <C>          <C>      <C>
CASH FLOWS FROM
 OPERATING
 ACTIVITIES
 Net income (loss) $     69,324 $      4,404 $    (14,233) $35,664  $28,026
 Adjustments to
   reconcile net
   income (loss)
   to net cash
   provided
   (required) by
   operating
 activities:
 Depreciation and
   amortization           6,457          721          330    6,108    5,604
 Impairment loss            530          161                 3,979    2,690
 Deferred tax
   provision
   (benefit)              5,388        2,764       (5,949)  (1,692)    (226)
 Employee stock
   compensation                                              1,223      882
 Other                     (516)
Changes in assets
 and liabilities:
 (Increase) decrease in
  restricted cash       (17,138)        (494)           4   (1,622)  (1,018)
 (Increase) in
  inventories           (12,763)      (3,124)     (29,314) (26,633) (36,874)
 (Increase) in
  other assets           (9,367)      (3,525)         (61)  (1,688)  (2,699)
 (Increase) decrease
  in mortgages held
  for sale              (36,527)      (6,062)      14,027    4,951   (1,553)
 Increase (decrease)
  in accounts
  payable and
  accrued expenses       19,726      (17,426)      16,513    2,843    5,201
 Increase (decrease)
  in customer
  deposits                  177          (62)         950    4,650    4,052
                        --------     --------      ------- -------- --------
 Net cash provided
 (required) by
  operating activities   25,291      (22,643)     (17,733)  27,783    4,085
                       --------     --------      ------- -------- --------

                                   33
CASH FLOWS FROM
 INVESTING ACTIVITIES
Acquisition of
  property and
  equipment              (4,009)         (32)        (521)  (3,829)  (6,176)
                       --------     --------      ------- -------- --------
Net cash (required)
  by investing
  activities             (4,009)         (32)        (521)  (3,829)  (6,176)
                       --------     --------      ------- -------- --------
CASH FLOWS FROM
  FINANCING ACTIVITIES
Proceeds from
  borrowings             27,001      215,000                         22,000
Repayment of borrowings (66,764)    (214,925)         (21)  (2,249) (72,399)
Proceeds from issuance
  of senior debt                                                     96,587
Repurchase of common
  stock                                                     (3,043)  (2,054)
Distributions to
  shareholders                                              (2,641)  (2,242)
Distributions to
  parent                (29,516)        (363)
Proceeds from exercise
  of stock options                                              56       96
Decrease (increase)
  in financial
  service borrowings     29,618        5,585      (14,371)  (8,919)   1,006
Increase in minority
  interest               35,696
Increase in
  consolidated land
  bank obligation        30,022
                       --------     --------     -------- -------- --------
Net cash provided
  (required) by
  financing activities   26,057        5,297      (14,392) (16,796)  42,994
                       --------     --------     -------- -------- --------
NET INCREASE
  (DECREASE) IN
  CASH                   47,339      (17,378)     (32,646)   7,158   40,903
CASH AND CASH
  EQUIVALENTS
  AT BEGINNING
  OF PERIOD              18,078       35,456       68,102   60,944   20,041
                       --------     --------     -------- -------- --------
CASH AND CASH
  EQUIVALENTS
  AT END
  OF PERIOD            $ 65,417     $ 18,078     $ 35,456 $ 68,102 $ 60,944
                       ========     ========     ======== ======== ========
<FN>
             See accompanying notes to consolidated financial statements
</FN>
</TABLE>




                                   34
                      ENGLE HOMES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Business:

     Engle Homes, Inc. and subsidiaries ("the Company") is engaged
principally in the construction and sale of residential homes and land
development.  The Company operates throughout Florida with divisions in
Broward County; Palm Beach and Martin Counties; Orlando; Fort Myers; and
Naples.  The Company also has divisions operating outside Florida including
Dallas, Texas; Denver, Colorado; Virginia; and Phoenix, Arizona.  Ancillary
products and services to its residential home building include land sales to
other builders, origination and sale of mortgage loans and title services.
The consolidated financial statements include the accounts of the Company
and all subsidiaries.  All significant intercompany balances and
transactions have been eliminated in consolidation.

Basis of Presentation:

     On November 22, 2000, the Company became a wholly-owned subsidiary of
Technical Olympic Inc., formerly known as Technical Olympic USA., Inc.
("Technical Olympic"), pursuant to a merger agreement dated October 12,
2000.  Technical Olympic is a wholly-owned subsidiary of Technical Olympic
(UK) PLC that is a wholly-owned subsidiary of Technical Olympic S.A., a
publicly traded Greek corporation.  Company stockholders received $19.10 for
each share of the Company's common stock at the time of the merger.
Following the merger, the common stock of the Company ceased to be publicly
traded.

     For accounting purposes, the merger is being accounted for as of
November 22, 2000 using the purchase method.  Accordingly, the consolidated
financial statements for periods after that date reflect the push-down of
the purchase price allocations made by Technical Olympic to the assets and
liabilities of the Company.

     Total consideration for the acquisition approximated $542 million,
including $326 million of assumed liabilities and $216 million in cash paid.
The "push down" basis of accounting resulted in the Company allocating
approximately $527 million to inventories and other identifiable assets and
$15 million to goodwill.

     As a result of the change in control of the Company, the Company was
required by the indentures governing its Senior Notes to offer to repurchase
all of its outstanding Senior Notes at a price of 101% of the principal plus
accrued interest.  Upon termination of the offer in January 2001, the
Company repurchased approximately $237 million of $250 million of its Senior
Notes.  Approximately $13 million of the Senior Notes were not tendered and
remain outstanding as of December 31, 2001.

     Acquisition related charges amounting to $20.1 million are included in
the results of operations in the period from November 1, 2000 through
November 21, 2000.

     There is no disclosure of earnings per share since the Company has no
registered trading capital stock.




                                   35
Preparation of Financial Statements:

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

Reclassifications:

     Certain reclassifications have been made to conform the prior periods'
amounts to the current year's presentation.

Segment Reporting:

     Effective October 31, 1998, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 131, Disclosures About Segments of an
Enterprise and Related Information.  Under the provisions of SFAS 131, our
operating segments consist of homebuilding and financial services.  These
two segments are segregated in the accompanying consolidated financial
statements under "Homebuilding" and "Financial Services", respectively.

Asset Impairments:

     The Company periodically reviews the carrying value of certain of its
assets in relation to historical results, current business conditions and
trends to identify potential situations in which the carrying value of
assets may not be recoverable.  If such reviews indicate that the carrying
value of such assets may not be recoverable, the Company would estimate the
undiscounted sum of the expected future cash flows of such assets to
determine if such sum is less than the carrying value of such assets to
ascertain if a permanent impairment exists.  If a permanent impairment
exists, the Company would determine the fair value by using quoted market
prices, if available, for such assets, or if quoted market prices are not
available, the Company would discount the expected future cash flows of such
assets and would recognize the impairment through a charge to operations.

Cash and Cash Equivalents:

     Unrestricted cash includes amounts in transit from title companies for
home closings and highly liquid investments with an initial maturity of
three months or less.

     Restricted cash consists of amounts held in escrow as required by
purchase contracts or by law for escrow deposits held by our title company
and compensating balances for various open letters of credit.


Inventories:

     Inventories are stated at the lower of cost or fair value.  Inventories
under development or held for development are stated at an accumulated cost
unless such cost would not be recovered from the cash flows generated by
future disposition.  In this instance, such inventories are recorded at
fair value.  Inventories to be disposed of are carried at the lower of
cost or fair value less cost to sell.

     Interest, real estate taxes and certain development costs are
capitalized to land and construction costs during the development and
construction period and are amortized to costs of sales as closings occur.
                                   36
Property and Equipment, Depreciation and Amortization:

     Property and equipment are stated at cost.  Depreciation and
amortization are provided over the assets' estimated useful lives ranging
from 18 months to 30 years, primarily on the straight-line method.  Loan
costs are deferred and amortized over the term of the outstanding
borrowings.


Goodwill:

     The Company has classified the excess of cost over the fair value of
the net assets of companies acquired in purchase transactions as goodwill.
Goodwill is being amortized on a straight-line method over 20 years.
Amortization charged to operations amounted to $856,531, $104,992, $20,373,
$349,236 and $343,871 for the year ended December 31, 2001, the period from
November 22, 2000 through December 31, 2000, the period from November 1,
2000 through November 21, 2000, and the fiscal years ended October 31, 2000,
and October 31, 1999, respectively.


Revenue Recognition:

     Revenues and profits from sales of commercial and residential real
estate and related activities are recognized when closings have occurred and
the purchaser has made a minimum down payment and other criteria for sale
and profit recognition are satisfied in accordance with generally accepted
accounting principles governing profit recognition for real estate
transactions.

Selling and Marketing:

     Selling and marketing costs are expensed as incurred.  Selling and
marketing costs included in selling, marketing, and general and
administrative expenses in the accompanying consolidated statement of income
amount to approximately $63,400,000, $5,700,000, $2,300,000, $53,300,000,
and $50,600,000 for the year ended December 31, 2001, the period from
November 22, 2000 through December 31, 2000, the period from November 1,
2000 through November 21, 2000, and the fiscal years ended October 31, 2000,
and October 31, 1999, respectively.

Income Taxes:

     As a result of the merger as described in Note 1, the Company filed
consolidated income tax returns with Technical Olympic beginning November
22, 2000.  For the periods ended December 31, 2001, and 2000, income taxes
are allocated to the Company based upon a "stand alone" computation in the
accompanying consolidated statement of income.

Financial Instruments:

     The fair value of financial instruments is determined by reference to
various market data and other valuation techniques, as appropriate, and
unless otherwise disclosed, the fair values of financial instruments
approximate their recorded values.

Stock Based Compensation:

     The Company recognizes compensation expense for its stock option
incentive plans using the intrinsic value method of accounting.  Under the
terms of the intrinsic value method, compensation cost is the excess, if
                                   37
any, of the quoted market price of the stock at the grant date, or other
measurement date, over the amount an employee must pay to acquire the stock.

New Accounting Pronouncements:

     In June 2001, the Financial Accounting Standards Board (FASB) approved
Statement of Financial Accounting Standard 141 (Statement 141), Business
Combinations, and Statement of Financial Accounting Standards 142 (Statement
142), Goodwill and Other Intangible Assets.  Statement 141 requires that the
purchase method of accounting be used for all business combinations
initiated after June 30, 2001.  Statement 142 changes the accounting for
goodwill from an amortization method to an impairment-only approach.
Statement 142 will be effective for the Company's fiscal year 2002 and is
immediately effective for goodwill and intangible assets acquired after June
30, 2001.  Management is in the process of evaluating the effect these
standards will have on its financial statements.

     In September 2000, the FASB issued Statement of Financial Accounting
Standards 140 (Statement 140), Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities.  Statement 140 amends
Statement 125 and provides revised accounting and financial reporting rules
for sales, securitizations, and servicing of receivables and other financial
assets, and for secured borrowing and collateral transactions.  The
provisions concerning servicing assets and liabilities as well as
extinguishments of liabilities remain consistent with Statement 125.
Statement 140 is applicable to transfers occurring after March 31, 2001.
The impact of adopting Statement 140 has not been significant to the
Company's financial statements.


NOTE 2-INVENTORIES
<TABLE>
Inventories consist of  (dollars in thousands):
<CAPTION>
                                                        December 31,
                                                    --------------------
                                                      2001        2000
                                                    --------    --------
<S>                                                 <C>         <C>
Land and improvements held for
 development                                        $302,630    $301,426
Residential homes under construction                 153,673     142,644
                                                    --------    --------
                                                    $456,303    $444,070
                                                    ========    ========
</TABLE>















                                   38
<TABLE>
Included in inventory is the following (dollars in thousands):
<CAPTION>

                                Period From  Period From
                                November 22, November 1,
                     For the       2000         2000       For the year
                     Year ended   Through      Through     ended October 31,
                     December   December 31, November 21,  -------  -------
                     31, 2001      2000         2000         2000     1999
                     ---------- ------------ ------------  -------  -------
<S>                  <C>        <C>          <C>           <C>      <C>
Interest capitalized,
 beginning of period $   23,019 $     22,296 $     21,684  $19,205  $16,326
Interest incurred
 and capitalized         18,294        3,169        1,451   24,185   22,098
Amortized to cost of
 sales - homes          (27,664)      (2,352)        (832) (19,746) (18,625)
Amortized to cost of
 sales - land              (808)         (94)          (7)  (1,960)    (594)
Reduction of
 capitalized
 interest -
 transferred to
 land bank               (3,407)
                     ---------- ------------ ------------  -------  -------
Interest capitalized,
 end of period       $    9,434 $     23,019 $     22,296  $21,684  $19,205
                     ========== ============ ============  =======  =======
<FN>
Included in cost of sales - homes during the year ended December 31, 2001,
the period from November 1, 2000 through December 31, 2000, and the fiscal
years ended October 31, 2000, and October 31, 1999, are impairment losses of
approximately $530,000, $161,000, $3,979,000 and $2,690,000, respectively,
to reduce certain projects under development to fair value.
</FN>
</TABLE>

     During 2001, the Company sold to an investment limited liability
company ("Investment Company") certain undeveloped real estate tracts.  The
Investment Company is owned by several of the current and former executive
officers of the Company, including without limitation related trusts of
management.  As of December 31, 2001, the remaining value of lots that can
be acquired by the Company approximates $43 million.  The Company has placed
deposits, entered into a number of agreements, including option contracts
and construction contracts with the Investment Company, to develop and buy
back fully developed lots from time to time subject to the terms and
conditions of such agreements.  Additionally, under these agreements, the
Company can cancel these agreements to purchase the land by forfeiture of
the Company's deposit.  The Company believes that the terms of the purchase
contract and the terms of the related option and development contracts were
comparable to those available from unaffiliated parties.

     Although Engle does not have legal title to the assets of the
Investment Company and has not guaranteed the liabilities of the Investment
Company, Engle does exercise certain rights of ownership over the Investment
Company assets.  Consequently, the assets and associated liabilities of the
Investment Company have been recorded in the accompanying Consolidated
Balance Sheet as of December 31, 2001.  Minority interest in consolidated
subsidiaries, represents the equity provided by members of management.

                                   39
     During 2001, the Company entered into option arrangements with
independent third parties to acquire developed lots.  Under these option
arrangements, the Company placed deposits, which provide the right to
acquire developed lots at market prices.  Additionally, under these
arrangements, the Company can cancel these arrangements to purchase the land
by forfeiture of the deposit.

     Although the Company does not have legal title to the assets of these
independent third parties and have not guaranteed the liabilities, the
Company does exercise certain rights of ownership over the entity's assets.
Consequently, the assets and associated liabilities of these entities have
been recorded in the accompanying consolidated statement of financial
condition as of December 31, 2001.

     As a result of the above transaction, the Company has included on its
consolidated statement of financial condition inventory and land deposits of
approximately $66 million, minority interest of approximately $36 million,
which represents the equity of investors, and consolidated land bank
obligation of approximately $30 million.  These obligations are at market
interest rates and are repaid on lot closings with a final maturity through
2004.

NOTE 3 - FINANCIAL SERVICES

     Financial service revenue and expenses consist of the following
(dollars in thousands):

<TABLE>
<CAPTION>
                                Period From  Period From
                                November 22, November 1,
                                   2000         2000         Years Ended
                   Year Ended     Through      Through       October 31,
                   December 31, December 31, November 21, -----------------
                      2001         2000         2000        2000     1999
                   ------------ ------------ ------------ -------- --------
                    Successor    Successor   Predecessor     Predecessor
<S>                <C>          <C>          <C>          <C>      <C>
Revenue:
 Mortgage Services $     16,400  $     1,265  $        432 $ 10,277 $  9,745
 Title Services          16,259        1,297           646   11,853   12,946
                   ------------  -----------  ------------ -------- --------
Total Financial
 Service Revenue         32,659        2,562         1,078   22,130   22,691
                   ------------  -----------  ------------ -------- --------
Expenses:
 Mortgage Services        6,800          545           378    5,635    5,517
 Title Services          10,888        1,090           583    9,689   10,390
                   ------------  -----------  ------------ -------- --------
Total Financial
 Service Expense         17,688        1,635           961   15,324   15,907
                   ------------  -----------  ------------ -------- --------
Total Financial
 Service Income
 Before Income
 Taxes             $     14,971  $       927  $        117 $  6,806 $  6,784
                      =========  ===========  ============ ======== ========
<FN>
Intercompany charges have been eliminated.
</FN>
</TABLE>
                                   40
     In order to fund the origination of residential mortgage loans, the
Company entered into a $40 million revolving warehouse line of credit
(including a purchase agreement) whereby funded mortgage loans are pledged
as collateral.  The line of credit bears interest at the Federal Funds rate
plus 1.375% (2.895% at December 31, 2001).

     The line of credit includes restrictions including maintenance of
certain financial covenants.  The Company is required to fund 2% of all
mortgages originated and to sell all funded mortgages within 90 days.  The
warehouse line of credit expires July 5, 2002.  As of December 31, 2001, the
Company was committed to selling its entire portfolio of mortgage loans held
for sale.



<TABLE>
NOTE 4 - BORROWINGS (dollars in thousands)
<CAPTION>
     Borrowings consist of:
                                                        December 31,
                                                    ---------------------
                                                     2001         2000
                                                    --------     --------
<S>                                                 <C>          <C>
Unsecured borrowings from banks                     $202,000     $215,000
Senior Notes due 2008, at 9.25%                       12,897       38,065
Other                                                    938        2,532
                                                    --------     --------
                                                    $215,835     $255,597
                                                    ========     ========
<FN>
     In connection with the acquisition of the Company by Technical Olympic
on November 22, 2000, the Company entered into a Credit Agreement (the
"Credit Agreement") with a bank providing for a $100 million term loan
commitment and a $275 million revolving credit facility (subject to
reduction based upon periodic determinations of a borrowing base).  Proceeds
from these facilities provide working capital and financed the required
repurchase offer made to holders of the Company's then outstanding $250
million principal amount of 9 1/4% Senior Notes due 2008 ("Senior Notes").
The term loan and revolving credit facility terminate on November 22, 2002
whereupon all amounts outstanding become due.  The revolving credit facility
also provides credit support for the issuance of letters of credit needed
from time to time in the Company's business.  The Company's previous bank
revolving credit facility was repaid and cancelled.  The terms of the Credit
Agreement contain restrictive covenants which require the Company, among
other things, to maintain a minimum tangible net worth and maintain certain
financial ratios.

     As a result of the change in control of the Company, the Company was
required by the indentures governing its Senior Notes to offer to repurchase
all of its outstanding Senior Notes at a price of 101% of the principal plus
accrued interest.  Upon termination of the offer in January 2001, the
Company repurchased approximately $237 million of its Senior Notes.  Funds
to repurchase these Senior Notes were provided from the issuance of the $100
million term loan under the Credit Agreement and additional advances under
the Company's revolving credit facility.  Approximately $13 million of the
Senior Notes were not tendered and remain outstanding as of December 31,
2001.



                                   41
     Maturities of borrowings are as follows:

                  Year Ended December 31,
                       2001
                       2002                      202,000
                       2003                          938
                       2004
                       2005
                 Thereafter                       12,897
                                                --------
                                                $215,835
                                                ========

     The carrying amount of the Company's borrowings approximates fair value
as of December 31, 2001 due to their fluctuating interest rates based on the
prime rate or LIBOR.
</FN>
</TABLE>
NOTE 5 - STOCK BASED COMPENSATION

     There are no common stock options outstanding at December 31, 2001 and
December 31, 2000.  During the year ended October 31, 2000, 4,900 common
stock options were exercised at an average exercise price of $11.50.
Additionally, 20,000 common stock options were forfeited.  As a result of
the change of control in November 2000 (see Note 1), all of the outstanding
common stock options (965,000) were bought out by the Company.

     Under the Company's former Performance Bonus Plan established in 1997,
the Company issued 127,000 and 69,000 shares of common stock valued at
approximately $1,223,000 and $882,000 during the fiscal years ended October
31, 2000, and 1999, respectively.  No shares under the Plan were issued
during 2001 and the period ended from November 1, 2000, through December 31,
2000.

     At October 31, 2000, the Company had a fixed stock option plan which is
described below.  The Company applies APB Opinion 25, Accounting for Stock
Issued to Employees, and related interpretations in accounting for the Plan.
Under APB Opinion 25, if the exercise price of the Company's employee stock
options equals the market price of the underlying stock on the date of
grant, no compensation expense is recognized.

     Under the 1991 Stock Option Plan ("the Plan"), as amended, options were
authorized to be granted to purchase 1,000,000 common shares of the
Company's stock at not less than the fair market value at the date of the
grant.  Options expire ten years from the date of grant, and typically vest
evenly over a five year period.

     SFAS Statement No. 123, Accounting for Stock-Based Compensation,
requires the Company to provide pro forma information regarding net income
and net income per share as if compensation cost associated with options
granted under the Company's stock option plan had been determined in
accordance with the fair value based method prescribed in SFAS Statement No
123.  During the year ended October 31, 1999, the Company granted 10,000
options to purchase shares of the Company's common stock at $12.75 and
110,000 options at $10.88, the closing prices on the date of each grant.
There were no options granted subsequent to fiscal year October 31, 1999.
The Company's pro forma net income and income per share under the accounting
provisions of SFAS Statement No. 123 did not materially differ from the
reported amounts and are presented below.
<TABLE>
<CAPTION>
                                   42
Year ended October 31,
                                              2000         1999
                                            -------      -------
<S>                                         <C>          <C>
  Net income, as reported                   $35,664      $28,026
  Estimated stock compensation costs           (497)        (512)
                                            -------      -------
  Pro forma net income                      $35,167      $27,514
                                            =======      =======

The Black-Scholes method was used to compute the pro forma amounts presented
above, utilizing the weighted average assumptions summarized below.  The
weighted average fair value of options granted was $4.76 for the year ended
October 31, 1999.

                                                           1999
                                                         -------
  Risk-free interest rate                                  5.15%
  Volatility %                                            45.83%
  Expected life (in years)                                7 years
  Dividend yield rate                                      2.00%

</TABLE>
<TABLE>
     A summary of the status of the Plan and changes are presented below:
<CAPTION>
                        Period from
                     November 1, 2000
                          Through          Year Ended        Year Ended
                     November 21, 2000  October 31, 2000  October 31, 1999
                     -----------------  ----------------  ----------------
                              Weighted          Weighted          Weighted
                               Average           Average           Average
                              Exercise          Exercise          Exercise
                     Shares      Price  Shares     Price  Shares     Price
                     -------    ------  -------   ------  -------   ------
<S>                  <C>        <C>     <C>       <C>     <C>       <C>
Outstanding at
 beginning of year   965,100    $11.70  990,000   $11.74  895,200   $11.81
Granted                                                   120,000    11.04
Exercised                                (4,900)   11.50  (10,200)    9.49
Repurchased         (965,100)    11.70
Forfeited                               (20,000)   13.75  (15,000)   11.68
                     -------    ------  -------   ------  -------   ------
Outstanding at
 end of year               0    $    0  965,100   $11.70  990,000   $11.74
                     =======    ======  =======   ======  =======   ======
Options exercisable
 at year-end               0    $    0  709,100   $11.31  610,400   $11.24
                     =======    ======  =======   ======  =======   ======
Weighted average
 fair value of
 options granted
 during the year                                                    $ 4.76
                                                                    ======
</TABLE>





                                   43
NOTE 6 - INCOME TAXES
<TABLE>
     The income tax provision in the consolidated statements of income
consists of the following components (dollars in thousands):
<CAPTION>
                           Period From   Period From
                           November 22,  November 1,
              For the         2000          2000          For the Years
              Year ended     Through       Through      Ended October 31,
              December 31, December 31,  November 21,  --------------------
              2001            2000          2000        2000         1999
              ------------ ------------  ------------  -------      -------
<S>           <C>          <C>           <C>           <C>          <C>
Current:
    Federal   $     37,030 $             $             $21,252      $15,287
    State            3,951                               1,974        2,558
              ------------ ------------  ------------  -------      -------
                    40,981            0             0   23,226       17,845
              ------------ ------------  ------------  -------      -------
 Deferred:
    Federal            877        2,449        (5,389)  (1,994)        (194)
    State              210          315          (560)     302          (32)
              ------------ ------------  ------------  -------      -------
                     1,087        2,764        (5,949)  (1,692)        (226)
              ------------ ------------  ------------  -------      -------
    Total     $     42,068 $      2,764  $     (5,949) $21,534      $17,619
              ============ ============  ============  =======      =======
<FN>
     The provision for income taxes was different from the amount computed
by applying the statutory rate due to the effect of state income taxes,
except for the period for November 1, 2000 through November 21, 2000, which
included merger related expenses not deductable for tax purposes.
</FN>
</TABLE>
<TABLE>
  Temporary differences which gave rise to deferred income tax assets and
liabilities at December 31, 2001 and December 31, 2000 are as follows
(dollars in thousands):
<CAPTION>
                                        December 31,   December 31,
                                           2001           2000
                                       ------------   ------------
<S>                                    <C>            <C>
Deferred tax
liabilities:
  Differences in reporting
   selling and marketing costs
   for tax purposes                    $       (744)  $     (1,096)
  Other                                        (120)          (572)
                                       ------------   ------------
Gross deferred tax liabilities                 (864)        (1,668)

Deferred tax assets:
  Inventory                                   4,745          5,771
  Property and equipment                        250            468
  Income recognized for tax
   purposes and deferred for
   financial reporting purposes                  38            107
  Net operating loss for tax
   purposes                                                  4,879
                                       ------------   ------------
                                   44
Gross deferred tax assets                     5,033         11,225
                                       ------------   ------------
Net deferred
tax asset                              $      4,169   $      9,557
                                       ============   ============
</TABLE>
NOTE 7 - COMMITMENTS AND CONTINGENCIES

     The Company is subject to the normal obligations associated with
entering into contracts for the purchase, development and sale of real
estate in the routine conduct of its business.  The Company is committed
under various letters of credit and performance bonds which are required for
certain development activities, deposits on land and lot purchase contract
deposits.  Deposits for future purchases of land totaled approximately $25.6
million at December 31, 2001.  Outstanding letters of credit and performance
bonds under these arrangements totaled approximately $57.1 million at
December 31, 2001.

     The Company and its subsidiaries occupy certain facilities, including
the Company's headquarters in Boca Raton, Florida, under lease arrangements.
Rent expense, net of sublease income, amounted to approximately $2,200,000,
$269,000, $127,000, $2,000,000, and $1,900,000, for the year ended December
31, 2001, the period from November 22, 2000 through December 31, 2000, the
period from November 1, 2000 through November 21, 2000, and the fiscal years
ended October 31, 2000, and 1999, respectively.  Sublease income is derived
primarily from tenants occupying space under month-to-month and annual
leases.  Future minimum rental commitments for operating leases with
non-cancelable terms in excess of one year are as follows:

                        2002       $2,410,000
                        2003        2,000,000
                        2004        1,674,000
                        2005        1,246,000
                        2006          906,000
                        2007          253,000
                        2008          242,000
                        2009          242,000

     The Company has a defined contribution plan established pursuant to
Section 401(k) of the Internal Revenue Code. Employees contribute to the
plan a percentage of their salaries, subject to certain dollar limitations,
and the Company matches a portion of the employees' contributions.  The
Company's contribution to the plan for the year ended December 31, 2001, the
period from November 22, 2000 through December 31, 2000, the period from
November 1, 2000 through November 21, 2000, and the fiscal years ended
October 31, 2000, and 1999, amounted to $615,000, $65,000, $24,000,
$429,000, and $181,000, respectively.  Concurrently with the signing of the
merger agreement with Technical Olympic, the Company entered into employment
contracts with certain executive officers.  The agreements provide for an
initial employment term beginning on the closing of the tender offer and
ending December 31, 2003.  Pursuant to the employee agreements, executive
officers received annual base salaries aggregating approximately $2,474,000
for the calendar year, with scheduled annual increases beginning January 1,
2001 thereafter.  In addition, the employee agreements establish incentive
bonus formulas comparable to the criteria previously used by the Company in
determining annual discretionary incentive bonuses.  Total compensation
under the employee agreement with the Company's former Chairman of the
Board, President, and Chief Executive Officer amounted to $2,355,770
for the year ended December 31, 2001.

     The Company has entered into an agreement with an insurance company to
                                   45
underwrite Private Mortgage Insurance on certain loans originated by PHMC.
Under the terms of the agreement, the Company shares in premiums generated
on the loans and is exposed to losses in the event of loan default.  At
December 31, 2001, the Company's maximum exposure to losses relating to
loans insured is approximately $1,387,000, which is further limited to the
amounts held in trust of approximately $511,000.  The Company minimizes the
credit risk associated with such loans through credit investigations of
customers as part of the loan origination process and by monitoring the
status of the loans and related collateral on a continuous basis.

     The Company is involved, from time to time, in litigation arising in
the ordinary course of business, none of which is expected to have a
material adverse effect on the Company's consolidated financial position or
results of operations.

NOTE 8 - ACQUISITION AND MERGER RELATED CHARGES

     On March 6, 2001, Newmark Homes Corp. ("Newmark") announced it is
considering the possible merger of Newmark with Engle Holdings Corp., the
parent company of the Company.  The Special Committee of Newmark's
independent directors is reviewing the transaction and will make a
recommendation to Newmark's full board.  There are no assurances that the
Special Committee will either recommend the merger or that such a merger
will be consummated.  Any merger would also be subject to execution of a
definitive agreement, certain regulatory and other approvals as well as the
approval of various lenders of Engle, Newmark, and Technical Olympic Inc.
If the merger is consummated, it is contemplated that shares of Engle
Holdings Corp. would be exchanged for shares of Newmark.  During 2001, in
connection with the proposed merger, the Company incurred approximately $2
million in legal, consulting, and related costs.  These costs are included
in acquisition and merger related charges in the accompanying statement of
income.

NOTE 9 - RELATED PARTY TRANSACTIONS

     During 2001, Engle Homes entered into purchasing agreements with
Technical Olympic S.A.  The agreements provide that Technical Olympic S.A.
would purchase certain of the materials and supplies necessary for
operations and sell them to Engle Homes, all in an effort to consolidate the
purchasing function.  Although Technical Olympic S.A. would incur certain
franchise tax expense, the subsidiaries would not be required to pay such
additional liability.

NOTE 10 - QUARTERLY RESULTS FOR 2001 and 2000 (unaudited)
<TABLE>
     Quarterly results for the twelve months ended December 31, 2001 and
October 31, 2000 follow
(dollars in thousands):
<CAPTION>
2001                           1st           2nd          3rd         4th
                             Quarter       Quarter     Quarter     Quarter
                             --------      --------    --------    --------
<S>                          <C>           <C>         <C>         <C>
Revenues                     $222,581      $254,576    $260,032    $269,506
Income before income taxes     22,555        26,139      31,150      31,548
Net Income                     14,153        16,402      19,547      19,222

2000
Revenues                     $167,174      $212,112    $224,308    $240,417
Income before income taxes      8,660        14,572      16,620      17,346
Net Income                      5,490         9,239      10,537      10,398
</TABLE>                              46

NOTE 11 - UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATION AND
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (in thousands)
<CAPTION>
                                Period From  Period From
                                November 22, November 1,
                                   2000         2000        Three Months
                                  Through      Through         Ended
                                December 31, November 21,   January 31,
                                   2000         2000            2000
                                ------------ ------------  -------------
<S>                             <C>          <C>           <C>
 Revenues                       $     87,286 $     27,606       $167,174
 Costs and Expenses                   80,118       47,788        158,514
                                ------------ ------------  -------------
 Income (Loss) Before Income
  Tax (Benefit)                        7,168      (20,182)         8,660
 Provision (Benefit) for
  income taxes (Benefit)               2,764       (5,949)         3,170
                                ------------ ------------  -------------
 Net Income (Loss)                     4,404      (14,233)         5,490
                                ============ ============  =============
</TABLE>

<TABLE>
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<CAPTION>
                                Period From  Period From
                                November 22, November 1,
                                   2000         2000        Three Months
                                  Through      Through         Ended
                                December 31, November 21,   January 31,
                                   2000         2000            2000
                                ------------ ------------  -------------
<S>                             <C>          <C>           <C>
 Net Cash (Provided) Required
  By Operating Activities       $    (22,643)$    (17,733) $     (24,300)
                                ------------ ------------  -------------
 Net Cash (Required) by
  Investing Activities                   (32)        (521)        (1,012)
                                ------------ ------------  -------------
 Net Cash Provided (Required)
  by Financing Activities              5,297      (14,392)        (1,784)
                                ------------ ------------  -------------
 Net Increase (Decrease) in Cash     (17,378)     (32,646)       (27,096)
 Cash and Cash Equivalents
  at Beginning of Period              35,456       68,102         60,944
                                ------------ ------------  -------------
 Cash and Cash Equivalents
  at End of Period              $     18,078 $     35,456  $      33,848
                                ============ ============  =============
</TABLE>






                                         47

<TABLE>
NOTE 12 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<CAPTION>
                                Period From  Period From
                                November 22, November 1,      For the
                   For the         2000         2000         year ended
                   Year Ended     Through      Through       October 31,
                   December 31, December 31, November 21, -------- --------
                   2001            2000         2000        2000     1999
                   ------------ ------------ ------------ -------- --------
<S>                <C>          <C>          <C>          <C>      <C>
 Interest paid
  (net of interest
  capitalized)     $      1,889 $      5,611 $         -  $    374 $     -
                   ============ ============ ============ ======== ========
 Income taxes paid $     38,752 $         -  $      1,000 $ 23,612 $ 16,418
                   ============ ============ ============ ======== ========
</TABLE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     See Form 8-K in exhibits whereby the Company's Board dismissed BDO
     Seidman, LLP as independent certified public accountants and engaged
     Ernst & Young, LLP as its new independent certified public accountants.




































                                   48
                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT


EXECUTIVE OFFICERS AND DIRECTORS

     The executive officers and directors of the Company holding office as
of February 19, 2002 are as follows:

<TABLE>
<CAPTION>
NAME                                AGE         POSITION WITH COMPANY
-------------------
---         ----------------------------
<S>                                 <C>         <C>
Constantine Stengos                 66          Chairman of the Board of
                                                Directors
Antonio B. Mon                      56          President, Chief Executive
                                                Officer and Director
*Alec Engelstein                    71          Chief Executive Officer and
                                                Director
Harry Engelstein                    67          Executive Vice President and
                                                Chief Construction Officer
John A. Kraynick                    47          Executive Vice President
Lawrence R. Shawe                   46          Senior Vice President-Sales
                                                and Marketing
Tommy McAden                        39          Vice President, Chief
                                                Financial Officer,
                                                Treasurer, and Director
*David Shapiro                      46          Vice President-Finance,
                                                Chief Financial Officer and
                                                Director
Paul M. Leikert                     46          Senior Vice President, Chief
                                                Accounting Officer
Holly A. Hubenak                    51          Vice President
Ronald J. Korn                      61          Director
Yannis Delikanakis                  35          Director, Vice President
Andreas Stengos                     40          Director
George Stengos                      35          Director
</TABLE>
     *Messrs. Engelstein and Shapiro resigned from the Company on February
1, 2002.  Messrs. Mon and Mcaden were elected to the Board of Directors on
February 13, 2002.

     CONSTANTINE STENGOS, a director of the Company, has served as Chairman
of the Board of Directors since November 22, 2000.  He has served as a
director of Newmark Homes Corp., and as its Chairman of the Board, since
December 15, 1999.  Mr. Stengos has also served as Chairman of the Board of
Directors of Engle Holdings Corp., the Company's direct parent, since
November 22, 2000.  He is also a director and the President of Technical
Olympic, the indirect parent of the Company, and a director of Technical
Olympic (UK) PLC, the immediate parent of Technical Olympic, all since
November 1999.  Technical Olympic (UK) PLC is a wholly owned subsidiary of
Technical Olympic S.A.  Mr. Stengos formed Technical Olympic S.A. in 1965
and serves as a director, the Chairman of its board of directors and the
Managing Director.  Mr. Stengos owns more than 5% of the outstanding equity
of Technical Olympic S.A.  Each of Newmark Homes Corp., Technical Olympic,
Technical Olympic (UK) PLC, Technical Olympic S.A., Newmark Homes Corp., and
Engle Holdings Corp. are affiliates of the Company.  Mr. Stengos graduated
                                   49
from the National Technical University, Athens, Greece with a Masters of
Science in Civil Engineering.  Constantine Stengos is the father of Andreas
Stengos and George Stengos and the father-in-law of Yannis Delikanakis.

     ALEC ENGELSTEIN, a co-founder of the Company and Harry Engelstein's
brother, has served as its Chief Executive Officer since its organization in
August 1982.  Mr. Engelstein resigned from the Company on February 1, 2002.

     HARRY ENGELSTEIN, a co-founder of the Company and Alec Engelstein's
brother, has served as Executive Vice President and Chief Construction
Officer since the Company's inception in August 1982. Harry Engelstein has
over 34 years of experience in home construction.

     JOHN A. KRAYNICK has served as a Vice President of the Company since
August 1986, was appointed Senior Vice President in July 1991 and appointed
Executive Vice President in December 1998.  Mr. Kraynick is responsible for
administrative matters and coordinating the Company's compliance with
Federal, state and local regulatory requirements.  Mr. Kraynick has over 23
years of experience in the homebuilding industry.

     LAWRENCE R. SHAWE has served as the Company's Vice President-Sales and
Marketing since April 1986 and was appointed Senior Vice President Sales and
Marketing in December, 1998.  Mr. Shawe joined the Company in April 1984 and
since such time has been responsible for the Company's sales and marketing
efforts.  Mr. Shawe has over 21 years of experience in the homebuilding
industry.

     TOMMY L. MCADEN has served as a director and Chief Financial Officer of
the Company since February 2002 and as a Vice President since November 2000.
Mr. McAden is also a director and Vice President and Chief Financial
Officer of Technical Olympic, Inc., the indirect parent of the Company.  Mr.
McAden has held previous CFO and CAO positions with Pacific USA Holdings
Corp. and Pacific Realty Group, and was an accountant with KPMG for three
years.  Mr. McAden has over 15 years of experience in finance and
accounting, and over 12 years of experience in the real estate and
homebuilding industries.

     DAVID SHAPIRO joined the Company in June 1991, served as the Company's
Chief Financial Officer since July 1991, and was appointed a director on
December 17, 1997.  Mr. Shapiro resigned from the Company on February 1,
2002.  David Shapiro is Alec Engelstein's son-in-law.

     PAUL M. LEIKERT has served as the Vice President-Chief of Accounting
since March 1994, in January of 1995, was appointed Vice President-Chief
Accounting Officer and appointed Senior Vice President-Chief Accounting
Officer in December, 1998.  Mr. Leikert was appointed President of the
Company's mortgage subsidiary, Preferred Home Mortgage Company, in February
2000.  Mr. Leikert is a certified public accountant and has over 17 years of
experience in the homebuilding industry.

     HOLLY HUBENAK has served as a Vice President of the Company since
November 2000.  Ms. Hubenak is also a Vice President and General Counsel for
Technical Olympic, Inc., the indirect parent of the Company.  She is an
attorney and has practiced for over 20 years, with particular expertise in
land development, corporate and securities law, public administrative law,
and litigation across various industries.

     RONALD J. KORN, chairman of the Compensation and Audit Committees of
the Board of Directors, has served as a director of the Company since
October 1991.  He has also served as a director of Engle Holdings Corp.
since November 22, 2000.  Since July 1991, Mr. Korn has served as President
                                   50
of Ronald Korn Consulting, a business consulting firm.  From August 1985
until June 1991, Mr. Korn served as the managing partner of the Miami office
of KPMG Peat Marwick, a nationally recognized firm of independent public
accountants.  Mr. Korn is a director of Horizon Bank, FSB, a Federal Savings
Bank and Cynocom Corporation, an application service provider.

     ANTONIO B. MON has served as President, Chief Executive Officer and
director of the Company since February 2002 and as Chief Executive Officer
of Technical Olympic, Inc. since October 2001.  Mr. Mon was a consultant to
Technical Olympic from May 2001 through October 2001.  From 1997 to 2001,
Mr. Mon was the Chairman of Maywood Investment Company, LLC. a private firm
engaged in private equity investments and general consulting.  In 1991, Mr.
Mon co-founded Pacific Greystone Corporation, a west-coast homebuilder that
merged with Lennar Corporation in 1997 and served as its Vice Chairman from
1991 to 1997.  Prior to 1991, Mr. Mon worked for the Ryland Group, Inc. (a
national homebuilder), M. J. Brock Corporation (a California homebuilder)
and Cigna Corporation (a financial services corporation).

     ANDREAS STENGOS, a director of the Company, has served as a director
and the treasurer of Technical Olympic since November 1999 and a director
and the General Director of Technical Olympic (UK) PLC since January 1997.
He has served as a director of Newmark Homes Corp. since November 1999.  Mr.
Stengos has been a director of Technical Olympic S.A. since 1989, served as
its Managing Director from 1989 to 1995 and has been its General Manager
since 1995. Mr. Stengos earned a Bachelor of Science in Civil Engineering
from City University, London, and a Master of Science in Civil Engineering
from the National Technical University, Athens, Greece. Andreas Stengos is
Constantine Stengos' son.

     GEORGE STENGOS, a director of the Company, has served as a director of
Technical Olympic since November 1999 and as a director and the Corporate
Secretary of Technical Olympic (UK) PLC since 1997.  He has served as
director of Newmark Homes Corp. since November 1999.  Mr. Stengos has been
the Executive Vice President (1993-2001) and since 2001 the President and
Chairman of the Board of Mochlos S.A., a publicly listed subsidiary on the
Athens Stock Exchange, of Technical Olympic, S.A.  George Stengos is
Constantine Stengos' son.

     YANNIS DELIKANAKIS, a director of the Company, has served as a director
and Vice President of Technical Olympic since November 1999.  He has served
as a director of Newmark Homes Corp. since November 1999, and as a director
of Engle Holdings Corp. since November 22, 2000.  Mr. Delikanakis is the
Real Estate and Housing Director of Technical Olympic S.A. and has been
employed in such capacity since September 1999.  Mr. Delikanakis was a
director and was the manager of the Real Estate Development and Project
Management Departments of Lambert Smith Hampton S.A. from 1994 to 1999.  Mr.
Delikanakis graduated from the University of Texas at Austin with a Master
of Science in Civil Engineering and earned his diploma of Civil Engineering
from the National Technical University of Athens, Greece.  Yannis
Delikanakis is the son-in-law of Constantine Stengos.

     There are no arrangements or understandings with respect to the
selection of officers or directors.








                                   51

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE
<TABLE>

     The following table sets forth, for the years ended December 31, 2001, 2000, and 1999,
respectively, the aggregate compensation paid to the Company's Chief Executive Officer and the four
other most highly compensated officers of the Company (the Chief Executive Officer and such other
executive officers are sometimes referred to herein as the "Named Executive Officers").

<CAPTION>
                                                                      LONG-TERM
                                      ANNUAL COMPENSATION(1)          COMPENSATION
                                 -------------------------------      NUMBER OF
                                                                      OPTIONS        ALL OTHER
NAME AND PRINCIPAL POSITION      YEAR       SALARY         BONUS      GRANTED        COMPENSATION(2)
---------------------------      ------    --------     -----------   ------------   --------------
<S>                              <C>       <C>          <C>           <C>            <C>
                                 2001      $754,453     $ 1,597,867            --        $6,850
Alec Engelstein                  2000      $656,250     $ 1,084,400            --    $2,235,153
     Chief Executive Officer     1999      $504,166     $   500,000            --        $5,353

Harry Engelstein                 2001      $385,000     $   585,083            --        $4,981
     Executive Vice President    2000      $315,000     $   410,000        25,000    $1,134,481
     Chief Construction Officer  1999      $300,000     $   295,000            --        $2,725


John A. Kraynick                 2001      $385,000     $   585,083            --        $5,725
     Executive Vice President    2000      $300,000     $   410,000            --    $  957,429
                                 1999      $250,000     $   300,000        20,000        $4,069

Lawrence R. Shawe                2001      $300,000     $   427,583            --        $7,369
     Senior Vice President       2000      $260,000     $   275,000            --    $1,030,363
     Sales & Marketing           1999      $210,000     $   120,000        20,000        $4,962

Paul M. Leikert                  2001      $325,000     $ 1,078,312            --        $4,747
     Senior Vice President       2000      $237,500     $   558,038            --    $  418,445
     Chief Accounting Officer    1999      $210,000     $   110,000        25,000        $3,145


----------

(1)  The column for "Other Annual Compensation" has been omitted because there
     is no compensation required to be reported in such column. The aggregate
     amount of perquisites and other personal benefits provided to each Named
     Executive Officer is less than 10% of the total of annual salary and bonus
                                     52
     of such officer.

(2)  Represents contributions made by the Company to the Company's 401(k) plan pursuant to the match
     available to all Engle employees and payments related to stock options as a result of the merger
     with Technical Olympic USA, Inc.
</TABLE>








































                                     53
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES

     All outstanding options were exercised, purchased, or cancelled in
connection with the acquisition of the Company by Technical Olympic in
November 2000.

OPTIONS GRANTS IN LAST FISCAL YEAR

     No options were granted to any of the Named Executive Officers (as
defined below) during the fiscal year ended October 31, 2000 or on any date
thereafter.

DIRECTOR COMPENSATION

     The Company pays each director who is not an employee an annual
retainer of $16,000 and a $500 fee for each meeting of the Board of
Directors attended.  The Company reimburses all directors for expenses
incurred in connection with their activities as directors.

EMPLOYMENT CONTRACTS

     On October 12, 2000 the Company entered into employment agreements (the
"Employment Agreements") with the Named Executive Officers to be effective
immediately prior to the closing of the tender offer contemplated by the
merger agreement, except as described below.  As part of his employment
agreement, Alec Engelstein also entered into a separate Non-Competition
Agreement that is deemed to be part of his Employment Agreement.  Copies of
the Employment Agreements with the Executive Officers of the Company were
filed as exhibits to the form 10-K for the fiscal year ended October 31,
2000 and are incorporated herein by reference, and the following summary is
qualified in its entirety by reference to such agreements.

     The Employment Agreements provide for an initial employment term
beginning on the closing of the tender offer and ending on December 31,
2003.  Unless earlier terminated by the Company or the Named Executive
Officer, the Employment Agreements will renew on a month-to-month basis
commencing in 2004.

     In early February 2002, Alec Engelstein, Chief Executive Officer of
Engle Homes, and David Shapiro, Vice President-Chief Financial Officer of
Engle Homes, resigned from their executive positions with Engle Homes and
alleged that they were entitled to receive severance packages in excess of
$10,000,000 in the aggregate.  Engle Homes has accepted the resignations but
disputes that it owes the severance payments.

     Pursuant to the Employment Agreements, the current annual base salaries
of Messrs. Alec Engelstein, Harry Engelstein, Kraynick, Shawe, and Leikert
are $771,375, $385,000, $385,000, $300,000, and $325,000, respectively, for
the 2001 calendar year, with scheduled annual increases beginning on January
1, 2001 and thereafter.  In addition, the Employment Agreements establish
incentive bonus formulas comparable to the criteria previously used by the
Company in determining annual discretionary incentive bonuses.  The
agreement with Alec Engelstein also provides for five years continued base
pay as a retirement benefit upon his termination of employment.

     The Employment Agreements provide severance payments and benefits in
the event a Named Executive Officer is terminated without cause or resigns
due to a reduction in duties or for certain other reasons as set forth in
the Employment Agreements.  In addition, upon a qualifying termination of
employment following a future change of control (as defined in the
                                   54
Employment Agreements), the agreements (other than Alec Engelstein's)
provide, in general, for a payment equal to two times the individual's base
salary plus bonus.  The agreement with Alec Engelstein provides for a
payment upon a change of control of three times his base salary, bonus and
the cost of certain benefits provided to him.  Upon a termination of
employment, he would also be entitled to the severance benefits provided by
the agreement.  The Employment Agreements also provide for an additional
"make-whole" payment from the Company if the Named Executive Officer is
subject to the excise tax on "parachute payments" pursuant to the Internal
Revenue Code Beginning with their date of execution, the Employment
Agreements bar the Named Executive Officers (1) from using or disclosing
confidential information or trade secrets and soliciting employees of the
Company for 18 months following their termination of employment and (2) from
engaging in a competing business (as defined in the Employment Agreements)
with the Company prior to the earlier of the first anniversary of their
termination of employment or December 31, 2003.

     The foregoing employment agreements were negotiated in arm's-length
negotiations with representatives of Technical Olympic in connection with
its acquisition of the Company and were approved by a disinterested
committee of the board of directors of the Company.  In view of the terms of
the agreements and the method of negotiation, there has been no policy set
by the compensation committee of the Company with respect to executive
employment compensation.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information with respect to the
beneficial ownership of the Company's Common Stock by (i) each person known
by the Company to be a beneficial owner of more than 5% of the Common Stock,
(ii) each of the "Named Executive Officers", (iii) each other director of
the Company, and (iv) all directors and executive officers of the Company as
a group.
<TABLE>
<CAPTION>
                                AMOUNT AND NATURE         PERCENT OF
OUTSTANDING
NAME OF BENEFICIAL OWNER     OF BENEFICIAL OWNERSHIP        SHARES
---------------------------  -----------------------  ----------------------

<S>                          <C>                      <C>
Engle Holdings Corp.(1)              100(2)                      100%
1200 Soldiers Field Drive
Sugar Land, Texas  77479

Constantine Stengos                    0                           0
Alec Engelstein                        0                           0
Harry Engelstein                       0                           0
John A. Kraynick                       0                           0
Lawrence R. Shawe                      0                           0
Tommy McAden                           0                           0
David Shapiro                          0                           0
Paul M. Leikert                        0                           0
Holly A. Hubenak                       0                           0
Ronald J. Korn                         0                           0
Yannis Delikanakis                     0                           0
Andreas Stengos                        0                           0
George Stengos                         0                           0
Antonio B. Mon                         0                           0
All directors and executive            0                           0
                                   55
officers as a group (11 persons)       0                           0
</TABLE>

----------

(1)  Technical Olympic USA, Inc. changed its name to Technical Olympic, Inc.
     on January 16, 2002.
(2)  Technical Olympic Inc. holds the Company's shares through its wholly
     owned subsidiary, Engle Holdings Corp. Technical Olympic, Inc. is a
     wholly owned subsidiary of Technical Olympic UK (PLC), which is a
     wholly owned subsidiary of Technical Olympic S.A.  Each of the
     foregoing entities may be considered beneficial owner of the shares
     held by Technical Olympic USA, Inc. by virtue of their ownership of the
     other Technical Olympic affiliated entities.  Constantine Stengos owns
     more than 5% of the outstanding voting stock of Technical Olympic S.A.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT

     During 2001, the Company sold to an investment limited liability
company ("Investment Company") certain undeveloped real estate tracts.  The
Investment Company is owned by several of the current and former executive
officers of the Company, including without limitation related trusts of
management.  As of December 31, 2001, the remaining value of lots that can
be acquired by the Company approximates $43 million.  The Company has placed
deposits, entered into a number of agreements, including option contracts
and construction contracts with the Investment Company, to develop and buy
back fully developed lots from time to time subject to the terms and
conditions of such agreements.  Additionally, under these agreements, the
Company can cancel these agreements to purchase the land by forfeiture of
the Company's deposit.  The Company believes that the terms of the purchase
contract and the terms of the related option and development contracts were
comparable to those available from unaffiliated parties.

     Although Engle does not have legal title to the assets of the
Investment Company and has not guaranteed the liabilities of the Investment
Company, Engle does exercise certain rights of ownership over the Investment
Company assets.  Consequently, the assets and associated liabilities of the
Investment Company have been recorded in the accompanying Consolidated
Balance Sheet as of December 31, 2001.  Minority interest in consolidated
subsidiaries, represents the equity provided by members of management.

TAX ALLOCATION AGREEMENT-TOUSA

        Pursuant to a Tax Allocation Agreement between Technical Olympic and
the Company dated March 22, 2000 and effective as of March 15, 2000, the
Company's earnings may be included in the consolidated federal income tax
returns filed by Technical Olympic.  The amount of the Company's liability
to (or entitlement to payment from) Technical Olympic will equal the amount
of taxes that the Company would owe (or refund that it would receive) had it
prepared its federal tax returns on a stand-alone basis.  In addition, under
federal income tax law, each member of a consolidated group (as determined
for federal income tax purposes) is also jointly and severally liable for
the federal income tax liability of the consolidated group.  Pursuant to the
Tax Allocation Agreement-Technical Olympic, Technical Olympic has agreed to
indemnify the Company for payments which Technical Olympic has already
received from the Company or with respect to any tax liabilities of
Technical Olympic or its affiliated entities other than the Company.  The
Company made payments totaling $34.5 million during and for the year ending
December 31, 2001 related to this agreement.
                                   56

MORTGAGE COMPANY BUSINESS

     On March 9, 2001 the Company acquired for nominal consideration a
49.01% limited partner interest and 1% general partner interest (through
affiliates) in Technical Mortgage, L.P., a Texas limited partnership, that
is a mortgage origination company owned jointly with subsidiaries of Newmark
Homes Corp., a Delaware corporation that is an affiliate of Technical
Olympic.  Preferred Home Mortgage Company underwrites, orginates and sells
mortgages for homes the Company builds and for other homebuilders.  The
Company's capital is not at risk in connection with these mortgages beyond
its limited partnership interest.

TITLE COMPANY BUSINESS

   On April 1, 2001, the Company acquired for $20,000 a 50% limited
partnership interest and a 1% general partnership interest (through
affiliates) in Universal Land Title of South Florida, LTD., a Florida
limited partnership, that is a title insurance business owned jointly with
The Westbrooke Companies, Inc., an affiliate of Technical Olympic.  The
Company assumes no title insurance risk associated with the title policies.

CONTRACTOR AGREEMENT.

        On November 22, 2000, the Company entered into a Contractor
Agreement with Technical Olympic S.A. ("TOSA"), an affiliate of TOUSA.  TOSA
agreed to provide certain construction services and to purchase such
materials, supplies and labor on behalf of the Company pursuant to certain
third-party contracts assigned to TOSA by the Company or its subsidiaries,
all in an effort to consolidate the purchasing function.  The Company
maintained the right to contract directly for any construction services and
purchase any goods and services from any vendors in its own free unlimited
discretion. (Although TOSA would incur certain franchise tax expense, the
Company and its subsidiaries are not liable for such additional purchasing
liability.) The Company paid on behalf of TOSA, for goods and services
pursuant to this Agreement, $205.6 million during the fiscal year ending
December 31, 2001.

























                                   57

                                    PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

(a)         1.   Financial Statements:
                 Reference is made to the index set forth in "ITEM 8,
                 FINANCIAL STATEMENTS and SUPPLEMENTARY DATA" of this Annual
                 Report on Form 10-K.

            2.   Financial Statement Schedules:

                 None.

            3.   Exhibits:

                 The following exhibits are filed as part of this Annual
                 Report on Form 10-K.

                 Exhibit
                   No.                     Description
                 -------
                   2.1     Agreement and Plan of Merger, dated as of October
                           12, 2000, by and among the Company, Technical
                           Olympic and Helios Acquisition Corp., hereby
                           incorporated by reference to Exhibit (d)(1) to
                           Technical Olympic's Tender Offer Statement on
                           Schedule TO dated October 20, 2000.  (File No.
                           005-42975)
                   3.1     Registrant's Amended Articles of Incorporation,
                           hereby incorporated by reference to Exhibit 3.1
                           to Engle Homes, Inc.'s Form 10-K405 dated
                           February 12, 2001 (File No. 000-19633).
                   3.2     Registrant's Bylaws, hereby incorporated by
                           reference to Exhibit 3.2 to Engle Homes, Inc.'s
                           Form 10-K405 dated February 12, 2001 (File No.
                           000-19633).
                   4.2     Indenture, dated as of February 2, 1998, between
                           the Registrant, the Guarantors named therein and
                           the American Stock Transfer & Trust Company, as
                           trustee, relating to the Registrant's 9-1/4%
                           Senior Notes due 2008, hereby incorporated by
                           reference to Exhibit 4.1 of the Registrant's
                           Registration Statement on Form S-2 (File No.
                           333-40741).
                   4.3     Indenture dated as of June 12, 1998, between the
                           Registrant, the Guarantors named therein and the
                           American Stock Transfer & Trust Company, as
                           trustee, relating to the Registrant's 9-1/4%
                           Series C Senior Notes due 2008, hereby
                           incorporated by reference to Exhibit 4.1 of the
                           Registrant's Registration Statement on Form
                           S-4(File No. 333-59057).
                  10.1     Indemnification Agreement between the Registrant
                           and each of its directors and certain executive
                           officers, hereby incorporated by reference to
                           Exhibit 10.2 of the Company's Registration
                           Statement of Form S-1 (File No. 33-58678).
                  10.2     Credit Agreement, dated as of November 22, 2000,
                           by and among the Registrant, as Borrower, the
                           Lenders named therein, Bank of America, N.A., as
                                   58
                           Administrative Agent, and Banc of America
                           Securities LLC as Sole Lead Arranger and Sole
                           Book Manager, hereby incorporated by reference to
                           Exhibit 10.2 to the Company's Form 10-K405 dated
                           February 12, 2001 (File No. 000-19633).
                  10.3     First Amendment, dated as of January 23, 2001 to
                           the Credit Agreement, dated as of November 22,
                           2000, by and among the Registrant, as Borrower,
                           the Lenders named therein, Bank of America, N.A.,
                           as Administrative Agent, and Banc of America
                           Securities LLC as Sole Lead Arranger and Sole
                           Book Manager, hereby incorporated by reference to
                           Exhibit 10-3 to the Company's Form 10-K405 dated
                           February 12, 2001 (File No. 000-19633).
                  10.3A    Second Amendment, dated as of September 20, 2001,
                           by and among the Registrant, as Borrower, the
                           Lenders named therein, Bank of America, N.A. as
                           Administrative Agent, filed herewith.
                  10.3B    Third Amendment, dated as of February 28, 2002,
                           by and among the Registrant, as Borrower, the
                           Lenders named therein, Bank of America, N.A. as
                           Administrative Agent, filed herewith.
                  10.4     Employment Agreement, dated as of October 12,
                           2000, between the Company and Alec Engelstein
                           (Including a Non-Competition Agreement in the
                           form attached as exhibit A), hereby incorporated
                           by reference to Exhibit (d)(3) to Technical
                           Olympic's Tender Offer Statement on Schedule TO
                           dated October 20, 2000 (File No. 005-42975).
                  10.5     Employment Agreement, dated as of October 12,
                           2000, between the Company and Harry Engelstein,
                           hereby incorporated by reference to Exhibit
                           (d)(4) to Technical Olympic's Tender Offer
                           Statement on Schedule TO dated October 20, 2000.
                           (File No. 005-42975)
                  10.6     Employment Agreement, dated as of October 12,
                           2000, between the Company and John A. Kraynick,
                           hereby incorporated by reference to Exhibit
                           (d)(5) to Technical Olympic's Tender Offer
                           Statement on Schedule TO dated October 20, 2000.
                           (File No. 005-42975)
                  10.7     Employment Agreement, dated as of October 12,
                           2000, between the Company and Lawrence R. Shawe,
                           hereby incorporated by reference to Exhibit
                           (d)(6) to Technical Olympic's Tender Offer
                           Statement on Schedule TO dated October 20, 2000.
                           (File No. 005-42975)
                  10.8     Employment Agreement, dated as of October 12,
                           2000, between the Company and David Shapiro,
                           hereby incorporated by reference to Exhibit
                           (d)(7) to Technical Olympic's Tender Offer
                           Statement on Schedule TO dated October 20, 2000.
                           (File No. 005-42975)
                  10.9     Employment Agreement, dated as of October 12,
                           2000, between the Company and Paul M. Leikert,
                           hereby incorporated by reference to Exhibit
                           (d)(8) to Technical Olympic's Tender Offer
                           Statement on Schedule TO dated October 20, 2000.
                           (File No. 005-42975)
                  22.1     List of Subsidiaries, filed herewith.

                                   59

(b)                  Reports on Form 8-K

     The Registrant filed a Current Report on Form 8-K during the fourth
quarter of 2001, reporting a change in Registrant's certifying accountant.

     On October 8, 2001, Engle filed a Form 8-K disclosing that on October
1, 2001 its Board dismissed BDO Seidman, LLP as its independent accountants
and engaged Ernst & Young LLP as its new independent certified public
accountants.  The date of the report is October 1, 2001, and as of that date
the Company had not consulted Ernst & Young LLP on any accounting issues.

     The reports of BDO Seidman, LLP on the Company's financial statements
for the past two fiscal years (2000 and 1999) contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principle.  In connection with its
audits for the two most recent years and through October 1, 2001, there have
been no disagreements with BDO Seidman, LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedure, which disagreements if not resolved to the satisfaction of BDO
Seidman, LLP would have caused them to make reference thereto in their
report on the financial statements for such years.  During the last two
years and for the interim period through October 1, 2001, there were no
reportable events of the type described in Item 304(a)(1)(v) of Regulation
S-K.  BDO Seidman, LLP provided a letter dated October 8, 2001 agreeing with
the statement made above.  Engle Homes, Inc.'s Form 8-K disclosure filed
October 8, 2001 is an exhibit to this 10-K, and is incorporated by
reference.


































                                   60
                                 SIGNATURES

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


                                            ENGLE HOMES, INC.

                                         By /s/ ANTONIO B. MON
                                         -----------------------

                                         Antonio B. Mon
Dated:  March 27, 2002                   Chief Executive Officer


    Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
registrant in the capacities and on the dates indicated:


Signatures                  Title                              Date


/s/ CONSTANTINE STENGOS   Chairman of the Board,          March 27, 2002
-----------------------   Director
Constantine Stengos

/s/ YANNIS DELIKANAKIS    Director                        March 27, 2002
----------------------
Yannis Delikanakis

/s/ ANDREAS STENGOS       Director                        March 27, 2002
-------------------
Andreas Stengos

/s/ GEORGE STENGOS        Director                        March 27, 2002
------------------
George Stengos

/s/ TOMMY MCADEN          Director, Chief Financial       March 27, 2002
----------------          Officer, Vice President
Tommy McAden

/s/ PAUL LEIKERT          Senior Vice President -         March 27, 2002
----------------          Chief Accounting Officer
Paul Leikert              (Principal Accounting Officer)

/s/ RONALD J. KORN        Director                        March 27, 2002
------------------
Ronald J. Korn










                                   61
                                                           Exhibit 10.3A

                                                           EXECUTION COPY

             SECOND AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT

     SECOND AMENDMENT AND WAIVER, executed this 20th day of September, 2001,
amends the Credit Agreement dated as of November 22, 2000 (as amended by the
First Amendment to the Credit Agreement dated as of January 23, 2001, the
"Credit Agreement") among Engle Homes Inc., a Florida corporation (the
"Borrower"), the banks and other financial institutions party thereto (the
"Lenders") and Bank of America, N.A., as administrative agent (in such
capacity, the "Administrative Agent") for the Lenders.  Capitalized terms
not otherwise defined herein shall have the same meanings as specified
therefor in the Credit Agreement.

                            PRELIMINARY STATEMENT

     The Borrower, the Administrative Agent and the Lenders have agreed (i)
that a mutual mistake was made in Section 10.6 of the Credit Agreement at
the time of execution thereof in that the parties failed to correct a
typographical error contained in said Section 10.6, (ii) that the parties
intend to correct that mistake and typographical error by amending Section
10.6 of the Credit Agreement to exclude distributions for taxes made
pursuant to Section 10.6(c)(ii) from the determination of the amount of
dividends and other distributions which are permitted pursuant to Section
10.6(d) of the Credit Agreement and (iii) to waive any Events of Default
under Section 11(c) of the Credit Agreement that may have occurred as a
result of the failure of the Borrower to comply with Section 10.6(d) of the
Credit Agreement as it was written prior to the Second Amendment Effective
Date (as hereinafter defined).  The Administrative Agent and the Lenders
have indicated their willingness to agree to the amendments and waivers
described in this Preliminary Statement on the terms and subject to the
satisfaction of the conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree
as follows:

     SECTION 1. Amendments of Certain Provisions of the Credit Agreement.
The Credit Agreement is, upon the occurrence of the Second Amendment
Effective Date, hereby amended to read as follows:

     (a) Section 1.1 of the Credit Agreement is hereby amended to add the
following new definitions in appropriate alphabetical order:

          "Second Amendment" means this Second Amendment to the Credit
     Agreement executed September 20, 2001, effective as of November 22,
     2000.

          "Second Amendment Effective Date" means November 22, 2000, so long
     as all of the conditions precedent to the effectiveness of the Second
     Amendment are satisfied.

     (b) Section 10.6 of the Credit Agreement is hereby amended as of the
Second Amendment Effective Date by restating clause (d) of Section 10.6 to
read in its entirety as follows:

     (d)    the Borrower may declare and pay dividends and other
     distributions to the Parent in cash for any purpose not otherwise
     prohibited under the terms of the Loan Documents if, after giving
                                  62
     effect to each such declaration and payment, the aggregate amount of
     all dividends and other distributions made pursuant to this Section
     10.6 (other than any such dividend or other distribution made pursuant
     to subclause (c) hereof) during the immediately preceding twelve month
     period (or if less than twelve months have elapsed since the date
     hereof, such period from the date hereof to the date on which such
     dividend or other distribution is to be paid), shall not exceed 50% of
     Consolidated Net Income for such period;

     SECTION 2. Waivers.  Each of the Administrative Agent and the Lenders
waive any Events of Default under Section 11(c) of the Credit Agreement
which may have occurred as a result of the failure of the Borrower to comply
with Section 10.6(d) of the Credit Agreement prior to the Second Amendment
Effective Date.

     SECTION 3. Conditions Precedent.  This Second Amendment is subject to
satisfaction of each of the following conditions precedent:

     (a) The Administrative Agent shall have received counterparts of this
Second Amendment executed by the Borrower, each Guarantor and the Required
Lenders or, as to any Lender, advice satisfactory to the Administrative
Agent that such Lender has executed and delivered this Second Amendment.

     (b) The representations and warranties contained in Section 4 of this
Second Amendment and each of the Loan Documents shall be correct in all
material respects on and as of the Second Amendment Effective Date, before
and after giving effect to this Second Amendment, as though made on and as
of such date (except for any such representation and warranty that, by its
terms, refers to a specific date other than the Second Amendment Effective
Date, in which case as of such specific date).

     (c) The Administrative Agent shall have received from the Acquisition
Bridge Agent (as such term is defined in the Intercreditor Agreement) an
executed consent to this Second Amendment in substantially the form of
Exhibit A hereto.

     (d) No Default or Event of Default shall have occurred and be
continuing on the Second Amendment Effective Date (after giving effect to
the waiver provided for in Section 2 of this Second Amendment).

     (e) All of the accrued fees and expenses of the Administrative Agent
(including the accrued fees and expenses of counsel for the Administrative
Agent) in connection with this Second Amendment shall have been paid in
full.

     This Second Amendment is subject to the provisions of Section 13.1 of
the Credit Agreement.  The execution of this Second Amendment by the
Administrative Agent shall evidence the satisfaction of the conditions
precedent contained in this Section 3 and the provisions of Section 13.1 of
the Credit Agreement.

     SECTION 4. Representations and Warranties.  To induce the
Administrative Agent and the Lenders to enter into this Second Amendment,
the Borrower and each of the other Loan Parties hereby represents and
warrants to the Administrative Agent and the Lenders:

     (a) The Borrower and each other Loan Party (i) has the corporate power
and authority to make, deliver and perform this Second Amendment and (ii)
has taken all necessary corporate action to authorize the execution,
delivery and performance of this Second Amendment.

                                  63
     (b) No consent or authorization of, filing with, notice to or other act
by or in respect of, any Governmental Authority or any other Person is
required in connection with this Second Amendment or with the execution,
delivery, performance, validity or enforceability of this Second Amendment.

     (c) This Second Amendment has been duly executed and delivered on
behalf of the Borrower and each other Loan Party.

     (d) This Second Amendment, when executed, constitutes a legal, valid
and binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

     SECTION 5. Reference to and Effect on the Loan Documents. (a) On and
after the Second Amendment Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each
of the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall
mean and be a reference to the Credit Agreement, as amended and otherwise
modified hereby.

     (b) The Credit Agreement and each of the other Loan Documents, as
amended and otherwise modified by the amendments specifically provided above
in Sections 1 and 2, are and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed.

     (c) The execution, delivery and effectiveness of this Second Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Administrative Agent or any of the Lenders
under any of the Loan Documents, nor constitute a waiver of any provision of
any of the Loan Documents.

     SECTION 6. Costs and Expenses.  The Borrower hereby agrees to pay on
demand all reasonable costs and expenses of the Administrative Agent
(including, without limitation, the reasonable fees and expenses of counsel
for the Administrative Agent) in connection with the preparation, execution,
delivery, administration, modification and amendment of this Second
Amendment and all of the instruments, agreements and other documents
delivered or to be delivered in connection herewith, all in accordance with
the terms of Section 13.5 of the Credit Agreement.

     SECTION 7. No Defenses, Release.  None of the Borrower nor any other
Loan Party has any claims, counterclaims, offsets or defenses to the Loan
Documents or the Obligations, or if any such Person does have any claims,
counterclaims, offsets or defenses to the Loan Documents or the Obligations,
the same are hereby waived, relinquished and released in consideration of
the execution and delivery of this Second Amendment by the Lenders, the
Swingline Lender and the Issuing Lender parties hereto.  By its execution
hereof and in consideration of the mutual covenants contained herein and the
accommodations granted to the Borrower hereunder, the Borrower on behalf of
itself and the other Loan Parties expressly waives and releases any and all
claims and causes of actions any of them may have, or allege to have (and
all defenses which may arise out of any of the foregoing), whether known or
unknown, against the Administrative Agent or the Swingline Lender, or the
Issuing Lender or any Lender or any of their affiliates, employees,
directors, officers, attorneys or agents, arising out of or relating to the
credit relationship between the Borrower the Lenders, the Swingline Lender,
                                   64
and the Issuing Lender up to and including the Second Amendment Effective
Date.

     SECTION 8. Execution in Counterparts. This Second Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the
same agreement.  Delivery of an executed counterpart of a signature page to
this Second Amendment by telecopier shall be effective as delivery of a
manually executed counterpart of this Second Amendment.

     SECTION 9. Governing Law.  This Second Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.

     IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

                                      ENGLE HOMES INC., as Borrower

                                      By /s/ Holly Hubenak
                                         -------------------
                                         Name: Holly Hubenak
                                         Title:  Vice President

                                      BANK OF AMERICA, N.A., as
                                         Administrative Agent for the
                                         Lenders

                                      By /s/ Mark Lariviere
                                         --------------------
                                         Name: Mark W. Lariviere
                                         Title: Managing Director

                                      BANK OF AMERICA, N.A., as Lender,
                                         Swingline Lender and Issuing Lender

                                      By /s/ Mark Lariviere
                                         --------------------
                                         Name: Mark W. Lariviere
                                         Title: Managing Director

                                      FLEET NATIONAL BANK, as Lender

                                      By /s/ Andrew D. Stickney
                                         ------------------------
                                         Name: Andrew D. Stickney
                                         Title: Vice President

                                      WACHOVIA BANK, N.A., as Lender

                                      By /s/ Bruce Perrine, Jr.
                                         ------------------------
                                         Name: Bruce Perrine, Jr.
                                         Title: Senior Vice President

                                      OHIO SAVINGS BANK, as Lender

                                      By /s/ Ralph C. Kirk
                                         -------------------
                                         Name: Ralph C. Kirk
                                     65
                                         Title: Vice President

Acknowledged and Accepted:

The Guarantors:

ENGLE HOLDINGS CORP.,
    a Delaware corporation

By: /s/ Holly Hubenak
    --------------------
    Name:  Holly Hubenak
    Title:    Vice President

ENGLE HOMES REALTY, INC.,
    a Georgia corporation

ENGLE HOMES/ARIZONA, INC.,
    a Florida corporation

ENGLE HOMES/ARIZONA CONSTRUCTION, INC.,
    an Arizona corporation

ENGLE HOMES/ATLANTA, INC.,
    a Florida corporation

BANYAN TRAILS, INC.,
    a Florida corporation

ENGLE HOMES/BROWARD, INC.,
    a Florida corporation

ENGLE HOMES/COLORADO, INC.,
    a Florida corporation

ENGLE HOMES/GEORGIA, INC.,
    a Georgia corporation

GREENLEAF HOMES, INC.,
    a Florida corporation

ENGLE HOMES/GULF COAST, INC.,
    a Florida corporation

ENGLE HOMES/JACKSONVILLE, INC.,
    a Florida corporation

By: /s/ Holly Hubenak
    --------------------
    Name:  Holly Hubenak
    Title:    Vice President


Acknowledged and Accepted:

The Guarantors:

ENGLE HOMES/LAKE BERNADETTE, INC.,
    a Florida corporation

ENGLE HOMES/NORTH CAROLINA, INC.,
                                    66
    a Florida corporation

ENGLE HOMES/ORLANDO, INC.,
    a Florida corporation

ENGLE HOMES/PALM BEACH, INC.,
    a Florida corporation

ENGLE HOMES/PEMBROKE, INC.,
    a Florida corporation

PEMBROKE FALLS REALTY, INC.,
    a Florida corporation

PREFERRED BUILDERS REALTY, INC.,
    a Florida corporation

PREFERRED HOME MORTGAGE COMPANY,
    a Florida corporation

ENGLE HOMES/SOUTHWEST FLORIDA, INC.,
    a Florida corporation

ST. TROPEZ AT BOCA GOLF, INC.,
    a Florida corporation

ENGLE HOMES/TEXAS, INC.,
    a Florida corporation

UNIVERSAL LAND TITLE, INC.,
    a Florida corporation

UNIVERSAL LAND TITLE OF COLORADO, INC.,
    a Colorado corporation

ENGLE HOMES/VIRGINIA, INC.,
    a Florida corporation

By: /s/ Holly Hubenak
    --------------------
    Name:  Holly Hubenak
    Title:    Vice President

Acknowledged and Accepted:

The Guarantors:

UNIVERSAL LAND TITLE OF VIRGINIA, INC.,
    a Virginia corporation

UNIVERSAL LAND TITLE OF TEXAS, INC.,
    a Texas corporation

UNIVERSAL LAND TITLE AGENCY, INC.,
    an Arizona corporation

UNIVERSAL LAND TITLE OF THE PALM BEACHES, LTD.,
    a Florida limited partnership

PROFESSIONAL ADVANTAGE TITLE, LTD.,
    a Florida limited partnership
                                   67
THE CENTURY TITLE AGENCY, LTD.,
    a Florida limited partnership

EASTERN TITLE SERVICES, LTD.,
    a Florida limited partnership


By: UNIVERSAL LAND TITLE, INC.
    a Florida corporation and its general partner

By: /s/ Holly Hubenak
    --------------------
    Name:  Holly Hubenak
    Title:    Vice President

ENGLE HOMES DELAWARE, INC.,
    a Delaware corporation

By: /s/ Mildred Smith
    --------------------
    Name:  Mildred Smith
    Title:    President

ENGLE HOMES FINANCING, INC.,
    a Delaware corporation

By: /s/ Mildred Smith
    --------------------
    Name:  Mildred Smith
    Title:    President































                                    68
                                EXHIBIT A


                             FORM OF CONSENT

                     Dated as of September 20, 2001

     Reference is made to that certain Intercreditor Agreement dated as of
November 22, 2000, as amended (the "Intercreditor Agreement"; terms used
herein but not otherwise defined herein shall have the meaning assigned to
such term in the Intercreditor Agreement), by and among (i) Banc of America
Mortgage Capital Corporation, as the administrative agent (together with any
successor or assign appointed pursuant to the terms of the Acquisition
Bridge Loan Documents, the "Acquisition Bridge Agent") for the Acquisition
Bridge Lenders and (ii) Bank of America, N.A., as administrative agent
(together with any successor or assign appointed pursuant to the terms of
the Senior Loan Documents, the "Senior Agent").

     Engle Homes Inc. ("Engle") has requested that the Senior Lenders and
the Senior Agent enter into a second amendment and waiver to the Senior
Credit Agreement (the "Second Amendment") for the purpose of amending
Section 10.6 of the Senior Credit Agreement to exclude distributions for
taxes made pursuant to Section 10.6(c)(ii) from the determination of the
amount of dividends and distributions which are permitted pursuant to
Section 10.6(d) of the Senior Credit Agreement.  Pursuant to Section 5(a) of
the Intercreditor Agreement, the Senior Agent and the Senior Lenders have
agreed not to amend Section 10.6 of the Senior Credit Agreement in a manner
adverse to the interests of the Acquisition Bridge Lenders without the
consent of the Acquisition Bridge Agent on behalf of the Acquisition Bridge
Lenders.  As a condition precedent to the effectiveness of the Second
Amendment, the Senior Agent and the Senior Lenders have required Engle to
obtain the consent of the Acquisition Bridge Agent on behalf of the
Acquisition Bridge Lenders to the terms of the Second Amendment.

     Please indicate your consent to the Second Amendment by executing this
Consent in the space provided below.


     This Consent shall be governed by, and construed in accordance with,
the laws of the State of New York.

                                       BANC OF AMERICA MORTGAGE CAPITAL
                                          CORPORATION
                                          as Acquisition Bridge Agent and
                                          Acquisition Bridge Lender

                                       By /s/ Thomas E. Schubert
                                          -------------------------
                                          Name: Thomas E. Schubert
                                          Title: Managing Director

Acknowledged and Accepted:

BANK OF AMERICA, N.A.
as Senior Agent

By /s/ Mark Lariviere
   --------------------
Name: Mark W. Lariviere
Title: Managing Director

                                    69

                                                              Exhibit 10.3B

                                                              EXECUTION COPY
            THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT

     THIRD AMENDMENT AND WAIVER, executed this 28th day of February, 2002,
to the Credit Agreement dated as of November 22, 2000 (as amended by the
First Amendment to the Credit Agreement dated as of January 23, 2001 and the
Second Amendment and Waiver to the Credit Agreement dated as of September
20, 2001, the "Credit Agreement") among Engle Homes Inc., a Florida
corporation (the "Borrower"), the banks and other financial institutions
party thereto (the "Lenders") and Bank of America, N.A., as administrative
agent (in such capacity, the "Administrative Agent") for the Lenders.
Capitalized terms not otherwise defined herein shall have the same meanings
as specified therefor in the Credit Agreement.

                        PRELIMINARY STATEMENTS

     (1) The Borrower, the Administrative Agent and the Lenders have agreed
(a) to amend the Credit Agreement in order, among other things, (i) to
consent, as provided for in the definition of "Change of Control", to the
appointment of Antonio B. Mon as President and Chief Executive Officer of
Borrower and the appointment of Tommy McAden as the Chief Financial Officer
of Borrower and (ii) to modify the Revolving Credit Maturity Date and the
Term Loan Maturity Date and the other applicable provisions of the Loan
Documents to eliminate the extension options set forth therein and (b) to
waive any Event of Default under Section 11(m) of the Credit Agreement that
may have occurred and be continuing due to the occurrence of a Change of
Control resulting solely from the resignation of Alec Engelstein as
President and Chief Executive Officer of the Borrower and David Shapiro as
Chief Financial Officer of the Borrower and the appointments of Antonio B.
Mon and Tommy McAden as described in subclause (a)(i) above prior to the
Third Amendment Effective Date (as hereinafter defined).

     (2) The Borrower, the Administrative Agent and the Lenders have
indicated their willingness to agree to the amendments, modifications and
waivers described above in Preliminary Statement (1) on the terms and
subject to the satisfaction of the conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree
as follows:

     SECTION 1. Amendments of Certain Provisions of the Credit Agreement.
The Credit Agreement is, on and as of the Third Amendment Effective Date,
amended to read as follows:

     (a) Section 1.1 of the Credit Agreement is hereby amended by amending
and restating the following definitions:

          "Revolving Credit Termination Date": the earlier to occur of (i)
     November 22, 2002 and (ii) the date of termination in whole of the
     aggregate Revolving Credit Commitments pursuant to Sections 3.4 or 11
     or the date of acceleration of the outstanding Revolving Credit Loans
     pursuant to Section 11.

          "Term Loan Maturity Date":  the earlier to occur of November 22,
     2003 and (ii) the date of termination in whole of the aggregate Term
     Loan Commitments pursuant to Section 2.3 or Section 11 or the date of
     acceleration of the outstanding Term Loans pursuant to Section 11.

                                    70
     (b) Section 1.1 of the Credit Agreement is hereby further amended by
(i) restating subclause (h)(i) of the definition of "Change of Control" to
read in its entirety as follows "(i) Antonio B. Mon shall cease to be the
President and Chief Executive Officer of the Borrower;", (ii) restating
subclause (h)(ii) of the definition of "Change of Control" to read in its
entirety as follows: "Tommy McAden shall cease to be the Chief Financial
Officer of the Borrower;" and (iii) by replacing the reference to "this
clause (g)" in the last sentence of such definition with the new reference
"this clause (h)".

     (c) Section 1.1 of the Credit Agreement is hereby further amended by
deleting therefrom the definitions of "Applicable Lenders", "Consenting
Lender", "Extension Assuming Lender", "Extension Date", and "Non -
Consenting Lender".

     (d) Section 6.15 of the Credit Agreement is hereby deleted in its
entirety.

     SECTION 2. Waivers.  All Defaults and Events of Default under Section
11(m) of the Credit Agreement that may have occurred and be continuing as a
result of the occurrence prior to the Third Amendment Effective Date of the
Change of Control described in Preliminary Statement (1) to this Amendment
and Waiver are, on and as of the Third Amendment Effective Date, hereby
waived by the Administrative Agent and the Lenders.

     SECTION 3. Conditions Precedent to the Effectiveness of this Third
Amendment and Waiver.  This Third Amendment and Waiver shall become
effective as of the first date (the "Third Amendment Effective Date") on
which each of the following conditions precedent are satisfied:

     (a)    The Administrative Agent shall have received counterparts of (i)
this Third Amendment and Waiver executed by the Borrower, the Parent and the
Required Lenders or, as to any Lender, advice satisfactory to the
Administrative Agent that such Lender has executed and delivered this Third
Amendment and Waiver, and (ii) the Consent to Third Amendment and Waiver
attached hereto executed by each of the Loan Parties (other than the
Borrower and the Parent).

     (b)    The representations and warranties contained in Section 4 of
this Third Amendment and Waiver and each of the Loan Documents shall be
correct in all material respects on and as of the Third Amendment Effective
Date, before and after giving effect to this Third Amendment and Waiver, as
though made on and as of such date (except for any such representation and
warranty that, by its terms, refers to a specific date other than the date
first above written, in which case as of such specific date).

     (c)    No Default or Event of Default shall have occurred and be
continuing (after giving effect to the waiver provided for in Section 2 of
this Third Amendment and Waiver).

     (d)    The Borrower shall have paid to the Administrative Agent, for
the ratable account of each of the Lenders that has executed and delivered a
counterpart of this Third Amendment and Waiver to the Administrative Agent
on or prior to the date of this Third Amendment and Waiver (or advised the
Administrative Agent in a manner satisfactory to it that such Lender has
executed this Third Amendment and Waiver on or prior to the date of this
Third Amendment and Waiver), an amendment fee equal to 0.05% of the
aggregate Term Loan Commitments and Revolving Credit Commitments of such
Lenders.

     (e)    All of the accrued fees and expenses of the Administrative Agent
                                   71
and the Lenders (including the accrued fees and expenses of counsel for the
Administrative Agent) shall have been paid in full.


     The effectiveness of this Third Amendment and Waiver is further
conditioned upon the accuracy of all of the factual matters described
herein. This Third Amendment and Waiver is subject to the provisions of
Section 13.1 of the Credit Agreement.

     SECTION 4. Representations and Warranties.  To induce the
Administrative Agent and the Lenders to enter into this Third Amendment and
Waiver, the Borrower and each of the other Loan Parties hereby represent and
warrant to the Administrative Agent and the Lenders:

     (a)    The Borrower and each other Loan Party (i) has the corporate
power and authority to make, deliver and perform this Third Amendment and
Waiver or the Consent attached hereto, as applicable, and (ii) has taken all
necessary corporate action to authorize the execution, delivery and
performance of this Third Amendment and Waiver or such Consent.

     (b)    No consent or authorization of, filing with, notice to or other
act by or in respect of, any Governmental Authority or any other Person is
required in connection with this Third Amendment and Waiver or the Consent
attached hereto or with the execution, delivery, performance, validity or
enforceability of this Third Amendment and Waiver or such Consent.

     (c)    This Third Amendment and Waiver and the Consent attached hereto
have been duly executed and delivered on behalf of the Borrower and each
other Loan Party party to such document.

     (d)    This Third Amendment and Waiver and the Consent attached hereto,
when executed, constitute a legal, valid and binding obligation of the
Borrower and each other Loan Party party to such document, enforceable
against the Borrower and each other Loan Party party to such document in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

     SECTION 5. Reference to and Effect on the Loan Documents. (a)  On and
after the Third Amendment Effective Date, each reference in the Credit
Agreement to "this Agreement"; "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each
of the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall
mean and be a reference to the Credit Agreement, as amended and otherwise
modified hereby.

     (b)    The Credit Agreement and each of the other Loan Documents, as
amended and otherwise modified by the amendments, modifications and waivers
specifically provided above in Sections 1 and 2, are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed.

     (c)    The execution, delivery and effectiveness of this Third
Amendment and Waiver shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy of the Administrative Agent or any
of the Lenders under any of the Loan Documents, nor constitute a waiver of
any provision of any of the Loan Documents.

                                  72
     SECTION 6. Costs and Expenses.  The Borrower hereby agrees to pay on
demand all reasonable costs and expenses of the Administrative Agent
(including, without limitation, the reasonable fees and expenses of counsel
for the Administrative Agent) in connection with the preparation, execution,
delivery, administration, modification and amendment of this Third Amendment
and Waiver and all of the instruments, agreements and other documents
delivered or to be delivered in connection herewith, all in accordance with
the terms of Section 13.5 of the Credit Agreement.

     SECTION 7. Execution in Counterparts.  This Third Amendment and Waiver
may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute
one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Third Amendment and Waiver by telecopier shall be
effective as delivery of a manually executed counterpart of this Third
Amendment and Waiver.

     SECTION 8. Governing Law.  This Third Amendment and Waiver shall be
governed by, and construed in accordance with, the laws of the State of New
York.

     IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
and Waiver to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

                                    ENGLE HOMES INC., as Borrower


                                    By /s/ Holly Hubenak
                                    -----------------
                                       Name: Holly Hubenak
                                       Title:   Vice President

                                    ENGLE HOLDINGS CORP.,
                                    as Guarantor

                                    By /s/ Holly Hubenak
                                       -------------------
                                       Name: Holly Hubenak
                                       Title:   Vice President

                                    BANK OF AMERICA, N.A., as Administrative
                                       Agent for the Lenders

                                    By /s/ Mark W. Lariviere
                                       ---------------------
                                       Name:  Mark W. Lariviere
                                       Title:    Managing Director

                                    BANK OF AMERICA, N.A., as Lender,
                                       Swingline Lender and Issuing Lender

                                    By /s/ Mark W. Lariviere
                                       ---------------------
                                       Name:  Mark W. Lariviere
                                       Title:    Managing Director




                                  73
                                    FLEET NATIONAL BANK, as Lender
                                    By /s/ Andrew D. Stickney
                                       ----------------------
                                       Name:  Andrew D. Stickney
                                       Title:    Vice President

                                    WACHOVIA BANK, N.A., as Lender


                                    By /s/ Bruce W. Perrine, Jr.
                                       -------------------------
                                       Name:  Bruce W. Perrine, Jr.
                                       Title:    Sr. Vice President

                                    OHIO SAVINGS BANK, as Lender

                                    By /s/ Ralph C. Kirk
                                       -----------------
                                       Name:  Ralph C. Kirk
                                       Title:    Vice President









































                                   74

        CONSENT TO THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT

     Reference is made to (a) Third Amendment and Waiver to Credit Agreement
dated as of February 28th, 2002 (the "Third Amendment and Waiver";
capitalized terms not otherwise defined herein being used herein as defined
in the Third Amendment and Waiver and in the Credit Agreement referred to
therein), (b) the Credit Agreement dated as of November 22, 2000 (as amended
by the First Amendment to the Credit Agreement dated as of January 23, 2001
and the Second Amendment and Waiver to the Credit Agreement dated as of
September 20, 2001, the "Credit Agreement") among Engle Homes Inc., a
Florida corporation (the "Borrower"), the banks and other financial
institutions party thereto (the "Lenders") and Bank of America, N.A., as
administrative agent (in such capacity, the "Administrative Agent") for the
Lenders and (c) the Guarantee dated as of November 22, 2000 made by the
Parent and each Subsidiary of the Borrower in favor of the Administrative
Agent for the ratable benefit of the Guaranteed Parties referred to therein
(the "Guarantee").

     Each of the undersigned, in its capacity as a Subsidiary Guarantor
under the Guarantee in favor of the Guaranteed Parties referred to therein
hereby consents to the execution, delivery and performance of the Third
Amendment and Waiver and confirms and agrees that the Guarantee and each of
the other Loan Documents to which it is a party is, and shall continue to
be, in full force and effect and is hereby in all respects ratified and
confirmed on the Third Amendment Effective Date, except that, on and after
the Third Amendment Effective Date, each reference to "the Credit
Agreement", "thereunder", "thereof", "therein" or words of like import
referring to the Credit Agreement shall mean and be a reference to the
Credit Agreement, as amended and otherwise modified by the Third Amendment
and Waiver.

     This Consent to Third Amendment and Waiver shall be governed by, and
construed in accordance with, the laws of the State of New York, excluding
(to the fullest extent a New York court would permit) any rule of law that
would cause application of the laws of any jurisdiction other than the State
of New York.

     Delivery of an executed counterpart of a signature page of this Consent
to Third Amendment and Waiver by telecopier shall be effective as the
delivery of a manually executed counterpart of this Consent to Third
Amendment and Waiver.


                                   ENGLE HOMES REALTY, INC.,
                                      a Georgia corporation

                                   ENGLE HOMES/ARIZONA, INC.,
                                      a Florida corporation

                                   By /s/ Holly Hubenak
                                      -------------------
                                      Name: Holly Hubenak
                                      Title:   Vice President

                                   ENGLE HOMES/ARIZONA CONSTRUCTION, INC.,
                                      an Arizona corporation

                                   ENGLE HOMES/ATLANTA, INC.,
                                      a Florida corporation


                                  75
                                   BANYAN TRAILS, INC.,
                                      a Florida corporation

                                   ENGLE HOMES/BROWARD, INC.,
                                      a Florida corporation

                                   ENGLE HOMES/COLORADO, INC.,
                                      a Florida corporation

                                   ENGLE HOMES/GEORGIA, INC.,
                                      a Georgia corporation

                                   GREENLEAF HOMES, INC.,
                                      a Florida corporation

                                   ENGLE HOMES/GULF COAST, INC.,
                                      a Florida corporation

                                   ENGLE HOMES/JACKSONVILLE, INC.,
                                      a Florida corporation

                                   ENGLE HOMES/LAKE BERNADETTE, INC.,
                                      a Florida corporation

                                   ENGLE HOMES/NORTH CAROLINA, INC.,
                                      a Florida corporation

                                   ENGLE HOMES/ORLANDO, INC.,
                                      a Florida corporation

                                   ENGLE HOMES/PALM BEACH, INC.,
                                      a Florida corporation

                                   By /s/ Holly Hubenak
                                      -------------------
                                      Name: Holly Hubenak
                                      Title:   Vice President

                                   ENGLE HOMES/PEMBROKE, INC.,
                                      a Florida corporation

                                   PEMBROKE FALLS REALTY, INC.,
                                      a Florida corporation

                                   PREFERRED BUILDERS REALTY, INC.,
                                      a Florida corporation

                                   PREFERRED HOME MORTGAGE COMPANY,
                                      a Florida corporation

                                   ENGLE HOMES/SOUTHWEST FLORIDA, INC.,
                                      a Florida corporation

                                   ST. TROPEZ AT BOCA GOLF, INC.,
                                      a Florida corporation

                                   ENGLE HOMES/TEXAS, INC.,
                                      a Florida corporation

                                   UNIVERSAL LAND TITLE, INC.,
                                      a Florida corporation
                                  76
                                   UNIVERSAL LAND TITLE OF COLORADO, INC.,
                                      a Colorado corporation

                                   ENGLE HOMES/VIRGINIA, INC.,
                                      a Florida corporation

                                   UNIVERSAL LAND TITLE OF VIRGINIA, INC.,
                                      a Virginia corporation

                                   UNIVERSAL LAND TITLE OF TEXAS, INC.,
                                      a Texas corporation

                                   UNIVERSAL LAND TITLE AGENCY, INC.,
                                      an Arizona corporation

                                   By /s/ Holly Hubenak
                                      -------------------
                                      Name: Holly Hubenak
                                      Title:   Vice President

                                   UNIVERSAL LAND TITLE OF THE PALM
                                      BEACHES, LTD.,
                                      a Florida limited partnership

                                   PROFESSIONAL ADVANTAGE TITLE, LTD.,
                                   a Florida limited partnership

                                   THE CENTURY TITLE AGENCY, LTD.,
                                   a Florida limited partnership

                                   EASTERN TITLE SERVICES, LTD.,
                                   a Florida limited partnership

                                   By: UNIVERSAL LAND TITLE, INC.
                                   a Florida corporation and its
                                   general partner

                                   By /s/ Holly Hubenak
                                      -----------------
                                      Name: Holly Hubenak
                                      Title:   Vice President

                                   ENGLE HOMES DELAWARE, INC.,
                                   a Delaware corporation


                                   By /s/ Holly Hubenak
                                      -------------------
                                      Name: Holly Hubenak
                                      Title:   Vice President

                                   ENGLE HOMES FINANCING, INC.,
                                   a Delaware corporation

                                   By /s/ Holly Hubenak
                                      -------------------
                                      Name: Holly Hubenak
                                      Title:   Vice President



                                  77
                               Exhibit 22.1

                      List of Registrant's Subsidiaries

Subsidiary Name                             State of Incorporation
Banyan Trails, Inc.                               Florida

Preferred Builders Realty, Inc.                   Florida

Engle Homes/Orlando, Inc.                         Florida

Preferred Home Mortgage Company                   Florida

St. Tropez At Boca Golf, Inc.                     Florida

Engle Homes/Palm Beach, Inc.                      Florida

Engle Homes/Broward, Inc.                         Florida

Engle Homes/Gulf Coast, Inc.                      Florida

Engle Homes/Texas, Inc.                           Florida

Engle Homes/Pembroke, Inc.                        Florida

Engle Homes/Virginia, Inc.                        Florida

Engle Homes/North Carolina, Inc.                  Florida

Universal Land Title, Inc.                        Florida

Engle Homes/Colorado Inc.                         Florida

Engle Homes/Lake Bernadette, Inc.                 Florida

Engle Homes/Southwest Florida                     Florida

Engle Homes/Arizona, Inc.                         Florida

Engle Homes/Atlanta, Inc.                         Florida

Greenleaf Homes, Inc.                             Florida

Pembroke Falls Realty, Inc.                       Florida

Engle Homes/Arizona Construction, Inc.            Arizona

Universal Land Title of Colorado, Inc.            Colorado

Universal Land Title of Texas, Inc.               Texas

Engle Homes/Jacksonville, Inc.                    Florida

Engle Homes Realty, Inc.                          Georgia

Engle Homes Delaware, Inc.                        Delaware

Engle Homes Financing, Inc.                       Delaware

The Century Title Agency, Ltd.                    Florida

                                   78
Universal Land Title of the Palm Beaches, Ltd.    Florida

Professional Advantage Title, Ltd.                Florida

Universal Land Title of Virginia, Inc.            Virginia

Universal Land Title Investment #3 L.L.C.         Florida

Universal Land Title Investment #4 L.L.C.         Florida

Engle Homes Reinsurance Limited                   Turks and Caicos

TM Investments L.L.C.                             Texas

Engle Homes/Georgia, Inc.                         Georgia

McKay Landing, L.L.C.                             Colorado

Engle/James L.L.C.                                Colorado










































                                   79