SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                            FORM 10-K
(Mark One)

[x]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
           For the fiscal year ended November 30, 1995
                                               or
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

Commission file no. 1-8846

                          CALTON, INC.                    
     (Exact name of registrant as specified in its charter)

   New Jersey                                   22-2433361
(State or other jurisdiction of            (I.R.S. Employer
 incorporation or organization)             Identification Number)

   500 Craig Road
   Manalapan, New Jersey                       07726-8790
(Addresses of principal                    Zip Code
    executive offices)

                 Registrant's telephone number, 
               including area code: (908) 780-1800

   Securities registered pursuant to Section 12(b) of the Act:

                         Title of Class

                                           Name of each exchange
Title of each class                        on which registered  
Common Stock, $.01             
par value per share                        American Stock Exchange

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

Indicate 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.

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. 
Yes X  No   

The aggregate market value (based upon the last sales price
reported by the American Stock Exchange) of voting shares held by
non-affiliates of the registrant as of February 1, 1996 was
$8,456,000.

As of February 1, 1996, 26,445,000 shares of Common Stock were
outstanding.

Certain items in Parts I and II incorporate information by
reference from the 1995 Annual Report to Shareholders and Part
III is incorporated by reference from the Proxy Statement for the
annual meeting of shareholders to be held on April 23, 1996. 
Except for portions which are expressly incorporated by reference
herein, the Annual Report is not deemed filed a part hereof.

                                             PART I

Item 1.  BUSINESS

(a)     General Development of Business

        General

               Calton, Inc. (the "Company" or "Calton") and its
        subsidiaries design, construct and sell single family
        detached homes and townhomes primarily in central New
        Jersey, central Florida and eastern Pennsylvania. The
        Company markets primarily to first and second time move-up
        buyers with the 749 homes delivered in fiscal 1995 having an
        average sales price of approximately $229,000.

               The Company's current homebuilding activities are
        conducted primarily through two divisions: Calton Homes
        Northeast and Florida division. The Company decided to wind
        down the Chicago division due to unfavorable results and
        prospects.

               Calton was incorporated in 1981 for the purpose of
        acquiring all of the issued and outstanding capital stock of
        Kaufman and Broad of New Jersey, Inc., a New Jersey
        corporation, from Kaufman and Broad, Inc., a Maryland
        corporation. After the acquisition, the name of Kaufman and
        Broad of New Jersey, Inc. was changed to Calton Homes, Inc.
        ("Calton Homes") which continues as a wholly owned
        subsidiary of Calton. Calton maintains its executive offices
        at 500 Craig Road, Manalapan, New Jersey 07726 and its
        telephone number is (908) 780-1800. As used herein, the
        terms "Company" and "Calton" refer to Calton, Inc. and its
        subsidiaries, unless the context indicates otherwise.

               On March 9, 1993, Calton and certain of its
        subsidiaries filed petitions under Chapter 11 of the United
        States Bankruptcy Code. The United States Bankruptcy Court
        confirmed the Plan of Reorganization (the "Reorganization")
        on May 6, 1993 and the Reorganization was consummated on May
        28, 1993. The Reorganization resulted in the discharge of
        approximately $61.5 million of indebtedness and $22.8
        million of interest payments owed to certain creditors. In
        exchange for the discharge of these obligations, these
        creditors were issued a combination of cash, equity
        securities and short-term debt instruments which were
        retired in September 1993. The equity securities issued to
        the creditors represented approximately 93.5% of the voting
        power of the Company's capital stock.

               On November 21, 1995, the Company had a significant
        shift in stock ownership and voting rights. In addition,
        changes occurred on the Board of Directors and in the
        Company's management.

               Since 1969, the Company and its predecessor have
        constructed and sold approximately 16,650 units in 138
        residential developments in New Jersey, Florida,
        Pennsylvania, California and Chicago. At November 30, 1995,
        the Company had 20 communities under development and open
        for sales. The Company builds single-family detached  homes
        and townhomes ranging in base price from $97,000 to
        $473,000. The average base selling price of homes to be
        built on unsold lots, as of November 30, 1995, was
        approximately $207,000. Because of the timing of home
        deliveries, the average base selling price of homes under
        development may not be indicative of the average revenue per
        home sold in any fiscal year. See Item 1(c), "Residential
        Development".

(b)     Financial Information About Industry Segments

               Substantially all revenues and equity in earnings,
        operating profits and assets of the Company and its
        subsidiaries are attributable to one line of business, the
        development and sale of residential housing and the
        acquisition and sale of real property.

(c)     Description of Business

        General

               The Company designs, constructs and sells single family
        attached and detached homes, primarily in central New
        Jersey, central Florida and eastern Pennsylvania. The
        Company markets primarily to first time buyers and first and
        second time move-up buyers with the 749 homes delivered in
        fiscal 1995 having an average sales price of approximately
        $229,000.

        Corporate Operations

               The Company operates through separate divisions, which
        are located within or near the markets in which they
        operate. Each division is managed by an executive with
        substantial experience in the markets served. In addition,
        each division is staffed with personnel equipped with the
        skills to complete the functions of land acquisition,
        entitlement processing, land development, construction,
        marketing, sales and product service.

               The Company's corporate staff is responsible for: (i)
        evaluating the suitability of and selecting geographic
        markets; (ii) allocating capital resources among divisions;
        (iii) maintaining the Company's relations with its lenders
        to regulate the flow of financial resources; and (iv)
        monitoring the divisional operations. Capital commitments
        are determined through consultation among senior management
        and division managers. Centralized financial controls are
        also maintained through the standardization of accounting
        and financial policies and procedures, which are applied
        uniformly throughout the Company.

               The Company's operating strategy generally consists of:
        (i) targeting the first time homebuyer and the first and
        second time move-up buyer; (ii) conducting homebuilding
        activities in markets that, based on economic and
        demographic trends, demonstrate strong growth potential;
        (iii) designing each residential community to meet the needs
        of the particular market based on local conditions and
        demographic factors; (iv) minimizing land risks by
        purchasing entitled tracts of well-located property through
        options or contingent purchase contracts and limiting land
        holdings to those which can be developed within two years
        from the date of purchase; (v) developing residential
        communities in phases which enables the Company to reduce
        financial exposure, control construction and operating
        expenses and adapt quickly to changes in customer demands
        and other market conditions; (vi) utilizing subcontractors
        to perform land development and home construction on a fixed
        price basis; and (vii) emphasizing the quality and value of
        its homes.

        Geographic Markets

               The Company's current business operations are
        principally located in central New Jersey, the greater
        Orlando area, and eastern Pennsylvania. Generally, the
        Company has organized divisions that are located in markets
        that demonstrate a strong growth profile. The Company
        selects locations within these markets for its residential
        housing communities that have ready access to metropolitan
        areas by public transportation and major arterial highways
        and which have experienced industrial or commercial growth.

               In March 1995, the Company consolidated its New Jersey-
        North and New Jersey-South divisions into the Northeast
        division. The Northeast division conducts homebuilding
        activities in Burlington, Monmouth, Middlesex and Mercer
        counties in New Jersey and Bucks county in Pennsylvania. The
        Company's Florida division conducts homebuilding activities
        in the Orange and Seminole County areas, concentrating in
        the suburban Orlando area.

               The Company recently decided to wind down the Chicago
        division by disposing of the remaining inventory by a
        combination of sale and buildout of homes, and sale of the
        remaining lots.

               The Company does not anticipate that it will expand
        into any new markets in fiscal 1996 and, therefore, plans to
        focus its operating locations and available capital in the
        Northeast and Florida divisions.

        Products

               The Company offers a variety of homestyles tailored to
        meet the specific needs of the particular geographic and
        demographic markets served, including the first-time and
        second-time move-up buyer and, to a lesser extent, the
        first-time buyer. The Company believes that this diversified
        product strategy enables it to mitigate some of the risks
        inherent in the homebuilding industry by providing it with
        the flexibility to adjust its product mix to suit particular
        markets and changing market conditions. Homestyles, prices
        and sizes vary from community to community based upon the
        Company's assessment of specific market conditions and the
        restrictions imposed by local jurisdictions. In certain
        projects, recreational amenities such as tennis courts and
        playground areas are constructed by the Company.

               The Company generally standardizes its product line
        within geographic markets it serves. This standardization
        improves the quality of construction and permits efficient
        production techniques and bulk purchasing of materials and
        components, thus reducing construction costs and the time
        required to build a home. The Company has recently
        introduced a customization program that offers major
        modifications to the standard design beyond the options and
        extra features typically offered. See "Sales and Marketing".

        Land Acquisition, Planning and Development

               Substantially all of the land acquired by the Company
        is purchased only after necessary entitlements have been
        obtained so that the Company has certain rights to begin
        development or construction as market conditions dictate.
        The term "entitlements" refers to developmental approvals,
        tentative maps or recorded plats, depending on the
        jurisdiction within which the land is located. Entitlements
        generally give a developer the right to obtain building
        permits upon compliance with certain conditions that are
        usually within the developer's control. Although
        entitlements are ordinarily obtained prior to the Company's
        purchase of the land, the Company is still required to
        obtain a variety of other governmental approvals and permits
        during the development process. The Company primarily buys 
        finished lots that are ready for construction in the Florida
        market while finished lots are generally not available in the 
        Northeast market.

               The Company's general policy has been to control land
        for future development through the use of purchase options
        or contingent purchase contracts whenever practicable and
        where market conditions permit. The Company endeavors to
        acquire property either on an installment method, with
        closings on a portion of a project on a periodic basis, or
        subject to purchase money mortgages. These policies enable
        the Company to limit its financial commitments, including
        cash expenditures and interest and other carrying costs, and
        avoid large land inventories which exceed the Company's near
        term development needs. At the same time, the Company
        retains any appreciation in the value of the parcel prior to
        exercising the option or closing the contingent purchase
        contract. During the option or contingency period, the
        Company performs feasibility studies, technical, engineering
        and environmental surveys and obtains the entitlements.

               In making land acquisitions, the Company considers such
        factors as: (i) current market conditions; (ii) internal and
        external demographic and marketing studies; (iii)
        environmental conditions; (iv) proximity to developed and
        recreational areas; (v) availability of mass transportation
        and ready access to metropolitan areas and other employment
        centers; (vi) industrial and commercial growth patterns;
        (vii) financial review as to the feasibility of the proposed
        community, including projected profit margins, returns on
        capital employed and payback periods; (viii) the ability to
        secure governmental approvals and entitlements; (ix)
        customer preferences; (x) access to materials and
        subcontractors; and (xi) management's judgement as to the
        real estate market, economic trends and the Company's
        experience in a particular market. The Company's development
        activities include land planning and securing entitlements.
        These activities are performed by the Company's employees,
        together with independent engineers, architects and other
        consultants. The Company's employees also develop long-term
        planning of future communities.

        Construction

               The Company employs production managers who are
        responsible for coordinating all functions pertaining to the
        construction process. All construction work for the Company
        is performed by subcontractors on a fixed price basis, with
        the Company acting as general contractor. In order to
        maintain control over costs, quality and work schedules, the
        Company employs an on-site superintendent for each project
        who is responsible for supervising subcontractor work.

               The Company's housing is constructed according to
        standardized design plans that are then customized to each
        individual contract preference. Generally, the Company seeks
        to develop communities having a minimum number of lots to
        absorb deliveries over at least a two year period in order
        to reduce the per unit cost of the housing products which it
        sells. Advantages achieved by volume building include lower
        unit prices paid to subcontractors and reduced material
        costs per unit. From time to time, the Company purchases
        smaller size communities in order to more efficiently deploy
        the Company's resources.

               Generally, the Company's policy is to commence
        construction of: (i) a detached housing unit beyond the
        foundation after a sales contract for that unit has been
        signed; and (ii) a multi-unit townhome building beyond the
        foundation after 50% of the units in that building are under
        sales contracts. The Company does, however, ordinarily
        attempt to maintain a predetermined inventory of homes in-
        process in order to match the construction times of homes
        with the mortgage application process and to accommodate
        customers who require immediate occupancy, such as
        relocation buyers. In addition, in order to permit
        construction and delivery of housing units on a year round
        basis, the Company, in anticipation of winter, will start
        construction of foundations prior to having signed sales
        contracts in affected market locations.

        Materials and Subcontractors

               The Company attempts to maintain efficient operations
        by utilizing standardized material available from a variety
        of sources. Prices for materials may fluctuate due to
        various factors, including demand levels or supply
        shortages. During 1995, major building material prices for
        lumber, asphalt and appliances remained flat while prices
        for concrete and plastic increased modestly. The price of
        gypsum increased sharply during the first half of the year
        and decreased gradually during the second half of the year.

               The Company contracts with numerous subcontractors
        representing all building trades in connection with the
        construction of its homes, and has established long-term
        relationships with a number of subcontractors. These
        subcontractors bid competitively for each phase of the work
        at each project and are selected based on quality, price and
        reliability. Subcontractor bids are solicited after an
        internal job cost budget estimate has been prepared based on
        estimated material quantities. These internal estimates
        serve as the formal baseline budget against which job cost
        performance is measured. Each division is responsible for
        contracting all work for each of its communities. Production
        costs are monitored monthly to assess variances from
        contracted amounts. The Company closely monitors
        subcontractor performance and expenditures on each community
        to assess project profitability. Additionally, the Company
        is generally able to obtain reduced prices from many of its
        subcontractors due to the high volume of work it provides to
        its subcontractors. Agreements with subcontractors are
        generally short-term, running from six to twelve months, and
        provide a fixed price for labor and materials.

               The Company has, from time to time, experienced minor
        temporary construction delays due to shortages of materials
        or availability of subcontractors. Such construction delays
        may extend the period of time between the signing of a
        purchase contract and the receipt of revenues by the Company
        at the time of delivery of the home to the buyer. To date,
        the Company has experienced no material adverse financial
        effects as a result of construction delays. Currently,
        sufficient materials and subcontractors are available to
        meet the Company's demands; however, the Company cannot
        predict the extent to which shortages in necessary materials
        or labor may occur in the future.

        Sales and Marketing

               Each division establishes marketing objectives,
        determines retail pricing, formulates sales strategies and
        develops advertising programs, which in each case, are
        subject to periodic market analyses conducted by the
        division. The Company typically constructs, furnishes and
        landscapes model homes for each community and maintains an
        on-site sales office staffed with its own sales personnel.
        The Company makes use of newspaper, billboard and direct
        mail advertising, special promotional events and illustrated
        brochures in a comprehensive marketing program. In marketing
        its products, the Company emphases quality and value, and
        provides a 15 year limited warranty on its homes.

               During the fourth quarter of 1995, the "Your Home Your
        Way" customization program was introduced in order to make
        the products the Company builds more attractive to
        homebuyers by tailoring them to individual customer needs. 

               The Company's sales personnel participate in an
        intensive sales training program to develop their skills and
        knowledge. The Company consults with these personnel in the
        product development process to obtain and consider feedback
        from customers and information with respect to the Company's
        competitors.

               Sales of the Company's homes are made pursuant to
        standard sales contracts that are customary in the markets
        served by the Company. Such contracts require a customer
        deposit (generally up to 5% of the base selling price unless
        limited by local law) at time of contract signing and
        provide the customer with a mortgage contingency. The
        contingency period typically is sixty (60) days following
        execution of the contract. In certain instances, contracts
        are contingent on the sale of a purchaser's existing home.
        In such cases, the Company retains the right to sell the
        home to a different buyer during the period in which the
        "house-to-sell" condition is not satisfied. The cancellation
        rate for new contracts signed was approximately 23% for
        fiscal 1995. Cancellation rates may vary from year to year.
        The Company attempts to limit cancellations by training its
        sales force to determine at the sales office the
        qualifications of potential homebuyers and by obtaining
        financial information about the prospective purchaser.
        
               At February 1, 1996, the Company employed 43 full-time
        and part-time sales personnel who are paid on a salary
        and/or sales commission basis. The Company also utilizes the
        services of independent real estate brokers through a
        cooperative broker referral plan.

        Customer Financing            

               The Company sells its homes to customers who generally
        finance their purchase through conventional and government
        insured mortgages. The Company provides its customers with
        information on a wide selection of conventional mortgage
        products and various mortgage lenders to assist the
        homebuyer through the mortgage process. Mortgages arranged
        by mortgage providers in recent years have been mortgage
        loans underwritten and made directly by a lending
        institution to the customer. The Company is not liable for
        repayment of any mortgage loans.

        Backlog

               At November 30, 1995, the Company had a backlog of
        signed contracts for 166 homes with an aggregate sales price
        of $36.0 million as compared to a backlog of signed
        contracts for 419 homes with an aggregate sales price of
        $98.5 million at November 30, 1994. All of the November 30,
        1995 backlog is expected to be completed and delivered by
        November 30, 1996. Backlog includes contracts containing
        financing and certain other contingencies, including, in
        certain instances, contracts which are contingent on the
        buyer selling their homes. Due to changes in product
        offerings, the uncertainty of future market conditions and
        the general economic environment, the sales backlog achieved
        in the current period may not be indicative of those to be
        realized in succeeding periods. See "Management's Discussion
        and Analysis of Financial Condition and Results of
        Operations" incorporated herein by reference to the 1995
        Annual Report to Shareholders.

        Residential Development

               The Company markets and sells varying types of
        residential homes ranging in base selling prices from
        $97,000 to $473,000. Current average base selling prices for
        the Company's homes are approximately $256,000 in New
        Jersey, $146,000 in Florida, and $229,000 in Chicago.
        Average base selling prices of homes sold in any period or
        unsold at any point in time will vary depending on the
        specific projects and style of homes under development. The
        Company continually monitors prevailing market conditions,
        including interest rates and the level of resale activity in
        the markets in which it operates. The Company may, from time
        to time, sell all or a portion of a residential project
        prior to its development by the Company.

           As of November 30, 1995, the Company had 20 residential
        communities open for sales which include an aggregate of
        1,078 single family detached homes to be delivered. The
        following sets forth certain information as of November 30,
        1995 with respect to communities being developed by each of
        the Company's operating divisions:
<TABLE>
<CAPTION>

                                                                Homes
                                                              Delivered     Homes
                                   Year of   Lots     Homes   Yr. Ended     Under
                                    First    Ap-      Deliv-  November     Contract Unsold  Sales
                                   Delivery  proved    ered    30, 1995   (Backlog)   Lots   Price Range    
<S>                                  <C>     <C>      <C>        <C>       <C>      <C>   <C>                     
Northeast                                      (a)                 (b)
Belmont at Steeplechase (Burlington) 1995      382      24          24         10     348 $169,990-$221,990
Burlington (Burlington Twp)          1990      433     394          73          6      33 $138,990-$164,990
Four Maples (Freehold)               1995       56      33          33          6      17 $303,990-$396,990
Jockey Club at Steeplechase (Burl.)  1995      177      47          47         21     109 $137,990-$161,990
Manalapan Chase (Manalapan)          1996       52       0           0          4      48 $311,990-$415,990
Monmouth Ridings (Howell)            1994      144      87          56         17      40 $179,990-$243,990
Oakleigh Farm (Buckingham PA)        1994       48      37          35          3       8 $269,990-$370,990
Regency Oaks (Marlboro)              1995       39      17          17          3      19 $333,990-$472,990
Sagewood (Mt. Laurel)                1994       50      42          19          3       5 $253,990-$367,990
Waterford Estates (W. Windsor)       1994       66      46          41          7      13 $344,990-$408,990
Woodside (Washington)                1994       68      54          45          9       5 $245,990-$308,990
       Total                                 1,515     781         390         89     645

Orlando, Florida
Beechwoods (Altamonte Springs)       1995       57      11          11          9      37 $131,990-$156,990
Cambridge Commons (Apopka)           1995       87      23          23          8      56 $ 96,990-$122,990
Churchill Downs (Orange)             1995       32       3           3          8      21 $121,990-$172,990
Crescent Park (Orlando)              1995      108      12          12         10      86 $153,990-$196,990
The Meadows (Oricho)                 1995       30       9           9          5      16 $140,990-$176,990
Saddlebrook (Ocoee/Windmere)         1995       32      18          18         10       4 $129,990-$183,990
Wekiva Park B (Apopka)               1994       42      31          15          1      10 $ 99,990-$120,990
       Total                                   388     107          91         51     230

Chicago, Illinois
Braeburn (Crystal Lake)              1995       41      10          10         14      17 $192,990-$227,990
Delaware Crossing (Gurnee)           1995       65      33          33          6      26 $195,000-$232,990
       Total                                   106      43          43         20      43

Other (Communities with less than 
 5 unsold homes each)(c)                       216     209          42          6       1
       TOTAL                                 2,225   1,140         566        166     919
</TABLE>

(a)     Includes dwelling units completed and delivered, units under
        construction and units designated on subdivision or site plans where
        preliminary and final subdivision or site plan approvals, which in
        certain instances may be subject to the fulfillment of certain
        conditions imposed thereby, have been received. Also includes
        approximately 385 planned homes under option in 5 communities in New
        Jersey and Florida currently being developed and marketed by the
        Company, and will require cash of $3.1 million in 1996, $1.2 million in
        1997 and $850,000 in 1998.
(b)     Does not include 183 deliveries in 1995 from communities that have been
        fully delivered.
(c)     Represents communities open with less than five homes unsold as of
        November 30, 1995.

        Land Inventory

               The Company acquires options or contingent purchase
        contracts on land where practicable and where market
        conditions and lending availability permit. In other
        instances, the Company has endeavored to acquire property
        either subject to purchase money mortgages, or on an
        installment method, with closings on a portion of a project
        on a periodic basis. In order to ensure the availability of
        land for future development, the Company believes it is
        necessary to control land in New Jersey at an earlier point
        in time than in other markets. As of November 30, 1995, if
        all of the options held by the Company were exercised and
        all of the contingent purchase contracts to which the
        Company is a party were closed, the Company would have
        sufficient land to maintain its anticipated level of
        deliveries for the next five years in the Northeast market.
        The Company believes that additional acquisitions will be
        required for anticipated deliveries in 1997 and beyond in
        the Florida market. The Company's revolving credit facility
        (the "Facility") contains provisions limiting the amount of
        land which the Company may acquire in any one year (other
        than land acquisitions utilizing proceeds of purchase money
        mortgages) to $18.8 million in 1996. In addition, the
        Facility provides that total expenditures with respect to
        projects which have not received all requisite development
        approvals cannot exceed $2 million without the consent of
        its lenders.

               The following table sets forth certain information, as
        of November 30, 1995, with respect to: (i) options held by
        the Company and contingent purchase contracts to which the
        Company is a party; and (ii) land owned by the Company with
        respect to which construction of homes has not commenced.

                                         Number of
                                         Proposed
                                         Residential   Planned
Northeast                                Communities  Homes (1)
 Under option. . . . . . . . . . . . . .     10          1,517
 Owned . . . . . . . . . . . . . . . . .     --             -- 
    Total. . . . . . . . . . . . . . . .     10          1,517
Orlando, Florida
 Under option. . . . . . . . . . . . . .      3            293
 Owned . . . . . . . . . . . . . . . . .      2            106 
    Total. . . . . . . . . . . . . . . .      5            399 

Combined Total . . . . . . . . . . . . .     15          1,916 

        (1)     Final development approvals have not been obtained
                with respect to certain properties included in the
                above table. Accordingly, the number of units approved
                for development, if any, may differ from the number of
                planned units reflected in the table. In addition,
                prior to exercising an option or closing a contingent
                purchase contract, the Company conducts feasibility
                studies and other analyses with respect to a proposed
                community. In certain instances, a determination may
                be made by the Company not to proceed with certain
                communities. Accordingly, no assurance can be given
                that the Company will ultimately pursue the
                development of every community reflected in the table
                above.

                During the second quarter of fiscal 1995, as a result
        of the consolidation of the New Jersey-North and New Jersey-
        South divisions and economic and market conditions, the
        Company decided not to incur further preacquisition costs on
        nine properties controlled under option. These actions
        resulted in a pre-tax charge of approximately $1.1 million.

                As of November 30, 1995, the Company held options or
        was a party to contingent contracts to purchase 13 parcels
        of land in New Jersey and Florida for which it has paid
        options fees and earnest money aggregating $2.2 million as
        of November 30, 1995. A total of 1,810 homes, of which 1,446
        homes are single family and 364 are townhomes, are planned
        for these parcels. Through November 30, 1995, the Company
        has spent an additional $1.2 million in predevelopment costs
        on such land, which costs would not be recoverable in the
        event these options were not exercised or the contracts were
        not closed, as the case may be. Assuming that in each year
        the Company makes payments with respect to either options or
        contingent contracts, exercises options, or closes such
        contracts with respect to the minimum amount of land
        necessary to retain its rights to acquire the remainder of
        the subject properties, the aggregate amount required to
        retain or exercise such options or close or extend such
        contingent contracts in periods subsequent to November 30,
        1995 is approximately $17.7 million in 1996, $12.4 million
        in 1997, $8.3 million in 1998, $2.3 million in 1999,
        $718,000 in 2000, and $1.5 million thereafter. In addition,
        the acquisition of two of such parcels will be financed
        through purchase money mortgages. The terms of payment call
        for mortgage releases as homes close in the communities with
        a minimum of: $1.2 million due in 1997, $1.1 million due in
        1998, $450,000 due in 1999 and $450,000 due in 2000. 
        Assuming the Company exercises such options and contingent
        contracts, the Company will be in a position to acquire
        title to approximately 554, 386, 393, 189, and 251 lots
        during fiscal years 1996 through 2000 respectively, and 37
        lots thereafter.

        Commercial Land and Buildings
        
                The Company currently owns a 12,800 square foot office
        building in Manalapan, Monmouth County, New Jersey. 
        Pursuant to management's continued focus on it's core
        homebuilding business, the Company sold two of its
        commercial properties in 1995 for approximately $8.1 million
        which reduced related mortgages payable of $6.9 million. The
        sales resulted in an aggregate pre-tax gain of approximately
        $500,000 and provided approximately $850,000 of additional
        cash for operations after retirement of the mortgage debt.

                In addition, the Company owns certain undeveloped
        properties in New Jersey, Florida, California and
        Pennsylvania.  These properties include 60 acres of
        commercial property in Manalapan, New Jersey, 27 acres
        consisting of three parcels in Orange County, Florida and
        five other properties, two in Pennsylvania, two in New
        Jersey and one in California. Each of these properties are
        currently available for sale.

        Joint Ventures

                The Company has historically participated in joint
        ventures engaged in land and residential housing
        development. The Company currently has a 50% equity interest
        in one joint venture formed to develop and market an 80 unit
        townhouse project in Maryland which delivered 75 homes
        through November 30, 1995. In addition, $550,000 of the
        amount reflected on the Company's Consolidated Balance Sheet
        at November 30, 1995 as Investments in Joint Ventures is
        held as collateral to secure letters of credit issued for
        the benefit of this joint venture.

                Talcon, L.P., a Delaware limited partnership
        ("Talcon") was formed by the Company in 1987 to succeed to
        its interest in certain joint ventures. In January 1994,
        Calton Capital, Inc. (a wholly owned subsidiary of Calton
        and the general partner of Talcon) determined that it was no
        longer in the best interest of Talcon or its partners to
        continue Talcon's business and dissolved the partnership. In
        1995, the Company received $890,000 of payments in full
        satisfaction of Talcon's debt obligations to the Company.

        Competition

                The Company's business is highly competitive.
        Homebuilders compete for desirable properties, financing,
        raw materials and skilled labor among other things. The
        Company competes in each of the geographic areas in which it
        operates with numerous real estate developers, ranging from
        small local to larger regional and national builders and
        developers, some of which have greater sales and financial
        resources than the Company. Resales of housing provide
        additional competition. The Company competes primarily on
        the basis of value, reputation, price, location, design,
        quality and amenities.

        Regulation and Environmental Matters

                The Company is subject to various local state and
        federal statutes, ordinances, rules and regulations
        concerning zoning, building design, construction and similar
        matters, including local regulation which imposes
        restrictive zoning and density requirements in order to
        limit the number of homes that can eventually be built
        within the boundaries of a particular locality. In addition,
        the Company is subject to registration and filing
        requirements in connection with the construction,
        advertisement and sale of its communities in certain states
        and localities in which it operates even if any or all
        necessary government approvals have been obtained.
        Generally, the Company must obtain numerous government
        approvals, licenses, permits, and agreements before it can
        commence development and construction. Certain governmental
        authorities impose fees as a means of defraying the cost of
        providing certain governmental services to developing areas,
        or have required developers to donate land to the
        municipality or make certain off-site land improvements. The
        Company may also be subject to periodic delays or may be
        precluded entirely from developing communities due to
        building moratoriums that could be implemented in the future
        in the states in which it operates. Generally, such
        moratoriums relate to insufficient water or sewage
        facilities or inadequate road capacity.

                The Company is also subject to a variety of local,
        state and federal statutes, ordinances, rules and
        regulations concerning protection of health and the
        environment ("environmental laws"). 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, may
        cause the Company to incur substantial compliance and other
        costs, and can prohibit or severely restrict development in
        certain environmentally sensitive regions or areas. For
        example, in July 1987, New Jersey adopted the Fresh Water
        Wetlands Protection Act which restricts building in or near
        certain protected geographic areas designated as fresh water
        wetlands. The preservation of wetlands located within a
        project may lessen the number of units that may be built in
        a particular project. The Company has planned all of its
        projects containing wetlands to comply with the regulations
        adopted under the Fresh Water Wetlands Protection Act and
        does not believe that this legislation will adversely affect
        its present development activities in New Jersey.

                The State of Florida has adopted a wide variety of
        other environmental protection laws. The laws regulate
        developments of substantial size and developments in or near
        certain specified geographic areas within the State of
        Florida, including the Big Cypress, Green Swamp and Florida
        Keys areas, imposing requirements for development approvals
        which are more stringent than those which the Company would
        have to meet in Florida for development outside of these
        geographic areas. Further, the State of Florida regulates
        certain types of developments located in or near certain
        types of geographic areas, plant life or animal life. The
        Company does not believe that any land owned by it that is
        planned for development is the site of any protected plant
        or animal life. Although the Company owns land in or near
        certain protected types of geographic areas, the Company
        designs its various communities to avoid disturbing such
        areas so that certain regulations with respect to these
        areas are not applicable. When the Company undertakes
        development activity in or near or which may have an impact
        on any protected areas, it is required to satisfy more
        stringent requirements for developmental approval than would
        otherwise be applicable. In addition, the laws of the State
        of Florida require the use of construction materials which
        reduce the energy consumption required for heating and
        cooling.

                The Florida Growth Management Act of 1985 requires
        that an infrastructure, including roads, sewer and water
        lines, must be in existence concurrently with the
        construction of the development. If such infrastructure will
        not be concurrently available, then the project cannot be
        developed. This will have an effect on limiting the amount
        of land available for development and may delay construction
        and completion of some developments.

                In July 1985, New Jersey adopted the Fair Housing Act
        which established an administrative agency to adopt criteria
        by which municipalities will determine and provide for their
        fair share of low and moderate income housing ("Mt. Laurel"
        housing). This agency promulgated regulations with respect
        to such criteria effective August 1986. The Fair Housing Act
        could result in the reduction in the number of homes
        available for future New Jersey properties acquired.

                The Company may be required to set aside Mt. Laurel
        housing in certain municipalities in which it owns or has
        the right to acquire land. In order to comply with such
        requirements, the Company may be required to (i) sell some
        homes at prices which would result in no gain or loss and an
        operating margin less than would have resulted otherwise, or
        (ii) contribute to public funding of affordable housing,
        which contribution will increase the costs of homes to be
        developed in a community. The Company attempts to recover
        some of these potential losses or reduced margins through
        increased density, certain cost saving construction and land
        development measures and reduced land prices for the sellers
        of property.

                Despite the Company's past ability to obtain necessary
        permits and development approvals for its communities, it
        can be anticipated that increasingly stringent requirements
        will be imposed on developers and homebuilders in the
        future. Although the Company cannot predict the effect of
        these requirements, they could result in time consuming and
        expensive compliance programs and substantial expenditures
        for pollution and water quality control, which could
        materially adversely affect the Company. In addition, the
        continued effectiveness of permits already granted or
        development approvals already obtained is dependent upon
        many factors, some of which are beyond the Company's
        control, such as changes in policies, rules and regulations
        and their interpretation and application.

                The foregoing does not purport to be a full
        description of all of the legislation and regulations
        impacting the business of the Company. The Company may be
        subject to numerous other governmental rules and regulations
        regarding building standards, labor practices, environmental
        matters and other aspects of real estate development in each
        jurisdiction in which it does business.

        Employees

                As of February 1, 1996, the Company employed
        approximately 112 full-time personnel, including 15
        corporate employees, 58 employees in the Northeast Division,
        32 employees in the Florida Division and 7 employees in the
        Chicago Division. The Company also employs approximately 23
        part-time employees in various locations. The Company
        believes its employee relations are satisfactory.

Item 2.  COMPANY FACILITIES

                The Company leases approximately 19,413 square feet of
        office space (of which 3,629 square feet are sublet to
        tenants) and 6,200 square feet of storage space in a two-
        story office building in Manalapan, New Jersey, which houses
        the Company's corporate headquarters and its Northeast
        division. In addition, the Company leases 7,200 square feet
        of office space in Florida and 2,400 square feet of office
        space in Illinois. Management believes that these
        arrangements provide adequate space for the Company to
        conduct its operations.

                The Company also has remote sales offices and
        construction offices on each of its project sites, some of
        which include mobile units which are leased for terms
        varying from one month to one year. From time to time the
        Company also leases model homes in some of its communities
        which the Company has previously sold to third parties under
        a lease-back arrangement. The current leases on model homes
        do not obligate the Company beyond six months.

Item 3.  LEGAL PROCEEDINGS

                In July 1994, an action was filed against Calton
        Homes, Inc., the Township of Plainsboro, New Jersey and its
        planning board, certain real estate brokers and certain
        unnamed officers of Calton Homes, Inc., by approximately 60
        purchasers in the Company's Princeton Manor development
        seeking compensatory and punitive damages arising out of an
        alleged failure to disclose that a portion of the property
        adjacent to the community could be developed by Plainsboro
        Township as a public works site. The Company is vigorously
        contesting this matter and, although there can be no
        assurances, does not believe that the case will have any
        material effect on the financial condition or results of
        operations of the Company. In addition, the Company believes
        that it is contractually entitled to indemnification from
        Plainsboro Township in the event that any liability should
        arise.

                Calton and its subsidiaries are involved from time to
        time in routine litigation. Management does not believes
        that any of this litigation is material to the financial
        condition or results of operations of Calton and its
        subsidiaries on a combined basis.

                Calton's by-laws contain provisions which provide
        indemnification rights to officers, directors and employees
        under certain circumstances with respect to liabilities and
        damages incurred in connection with any proceedings brought
        against such persons by reason of their being officers,
        directors or employees of Calton.

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

                During the fourth quarter of 1995, no matter was
        submitted to a vote of security holders through the
        solicitation of proxies or otherwise.

Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

                The Executive officers of the Company as of February
        1, 1996 are listed below and brief summaries of their
        business experience and certain other information with
        respect to them is set forth in the following table and in
        the information which follows the table.

                  Name                Age                Position     
        
        Anthony J. Caldarone           58         Chairman, President and Chief
                                                  Executive Officer

        Robert A. Fourniadis           38         Senior Vice President-Legal
                                                  and Secretary

        Bradley A. Little              44         Senior Vice President-Finance,
                                                  Treasurer and Chief
                                                  Financial Officer

                Mr. Caldarone was reappointed as Chairman, President
        and Chief Executive  Officer of Calton in November 1995,
        having previously served in such capacities from the
        inception of the Company in 1981 through May 1993 when the
        Company consummated the Reorganization. From June 1993
        through October 1995, Mr. Caldarone served as a Director of
        the Company.

                Mr. Fourniadis was named Senior Vice President,
        Secretary and Corporate Counsel of Calton in June 1993
        following the consummation of the Reorganization. Prior
        thereto, Mr. Fourniadis served as Vice President and
        Corporate Counsel of Calton Homes from 1988 to 1993.

                Mr. Little was named Senior Vice President, Treasurer
        and Chief Financial Officer of Calton in June 1993 following
        the consummation of the Reorganization. Prior thereto, Mr.
        Little had served as Vice President of Accounting of Calton
        from 1989 to June 1993.


                                             PART II

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

                Information pertaining to the market for the
        Registrant's Common Stock, high and low sales prices of the
        Common Stock in 1995 and 1994 and the number of holders of
        Common Stock is presented on page 24 of the 1995 Annual
        Report to Shareholders, which information is incorporated
        herein by reference.

                The Company has not paid dividends on its capital
        stock in the past. In addition, the terms of the Facility
        prohibits the payment of dividends. 


Item 6.         SELECTED FINANCIAL DATA

                The financial highlights data is presented on page one
        of the 1995 Annual Report to Shareholders, which information
        is incorporated herein by reference.



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

                The information required by this item is presented on
        pages 5 through 11 of the 1995 Annual Report to
        Shareholders, which information is incorporated herein by
        reference.

Item 8.         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                The consolidated financial statements, including the
        Report of Independent Accountants thereon and the unaudited
        Quarterly Financial Results, are presented on pages 12
        through 24 of the 1995 Annual Report to Shareholders, which
        information is incorporated herein by reference.

Item 9.         CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND      
                FINANCIAL DISCLOSURE

                None.

                                            PART III


Item 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
        
                Information relating to Directors is incorporated
        herein by reference to "Election of Directors" contained in
        the Registrant's definitive proxy statement for the annual
        meeting of shareholders to be held on April 23, 1996.
        Certain information relating to executive officers of the
        Company is set forth in Item 4A of Part I of this Form 10-K
        under the caption "Executive Officers of the Registrant."


Item 11.        EXECUTIVE COMPENSATION

                Information pertaining to executive compensation is
        incorporated herein by reference to "Election of Directors-
        Executive Compensation" contained in the Registrant's
        definitive proxy statement for the annual meeting of
        shareholders to be held on April 23, 1996.


Item 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT

                Information pertaining to security ownership of
        certain beneficial owners and management is incorporated
        herein by reference to "Principal Shareholders" and
        "Security Ownership of Management" from the Registrant's
        definitive proxy statement for the annual meeting of
        shareholders to be held on April 23, 1996.


Item 13.        CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

                Information relating to this item is incorporated
        herein by reference to "Talcon, L.P. Transactions" and
        "Certain Relationships and Related Party Transactions"
        contained in the Registrant's definitive proxy statement for
        the annual meeting of shareholders to be held on April 23,
        1996.

                                             PART IV

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

   (a)  1. and 2. Financial statements and financial statement schedules

                  Reference is made to the Index of
                  Financial Statements and Financial
                  Statement Schedules hereinafter contained          F-1

        3.        Exhibits

                  Reference is made to the Index of
                  Exhibits hereinafter contained                     F-5
                                                                     and
                                                                     F-6

        (b)       Reports on Form 8-K                                        

                 (i)     On October 25, 1995, the Company filed a
                         report on Form 8-K to report the resignation
                         of Anthony J. Caldarone, as a Director of
                         Calton, Inc. effective October 24, 1995.

                 (ii)    On November 21, 1995, the Company filed
                         a report on Form 8-K to report (a) a
                         material change in stock ownership and
                         voting rights of the Company; (b) the
                         election of Anthony J. Caldarone to
                         President, Chief Executive Officer and
                         Chairman of the Board of Directors of
                         the Company; (c) the resignation of
                         Douglas T. Noakes as President, Chief
                         Executive Officer and Director of the
                         Company; and (d) the resignation of
                         certain Board Members and the election
                         of one Board Member.    



                      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.
                              CALTON, INC.          
                              (Registrant)

                      By:     /s/ Bradley A. Little       
                              BRADLEY A. LITTLE, 
                              Senior Vice President-Finance

     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the date indicated.

Signature                  Title                  Date
/s/ Anthony J. Caldarone   Chairman, Chief        February 28, 1996
(Anthony J. Caldarone)     Executive Officer
                           and President 
                           (Principal Executive
                           Officer)

/s/ Bradley A. Little      Senior Vice President  February 28, 1996
(Bradley A. Little)        Finance & Treasurer
                           (Principal Financial
                           & Accounting Officer)

/s/ J. Ernest Brophy       Director               February 28, 1996
(J. Ernest Brophy)

/s/ Mark N. Fessel         Director               February 28, 1996
(Mark N. Fessel)

/s/ Frank Cavell Smith, Jr.  Director             February 28, 1996
(Frank Cavell Smith, Jr.)                           

                                 CALTON, INC. AND SUBSIDIARIES
                                INDEX TO FINANCIAL STATEMENTS AND
                                  FINANCIAL STATEMENT SCHEDULES


                                                                        Page
                                                                       Number

Consolidated Balance Sheet at November 30, 1995 and 1994. . . . . . . . . . *

Consolidated Statement of Income for the years ended 
  November 30, 1995 and 1994, and the six month 
  periods ended November 30, 1993 and May 31, 1993  . . . . . . . . . . . . *

Consolidated Statement of Cash Flows for the years
  ended November 30, 1995 and 1994, and the six
  month periods ended November 30, 1993 and May 31, 1993  . . . . . . . . . *

Consolidated Statement of Shareholders' Equity for the 
  years ended November 30, 1995 and 1994, and the six
  month periods ended November 30, 1993 and May 31, 1993  . . . . . . . . . *

Notes to Consolidated Financial Statements  . . . . . . . . . . . . . . . . *

Report of Independent Accountants. . . . . . . . . . . . . . . . . . . . *,F-2

Consent of Independent Accountants . . . . . . . . . . . . . . . . . . . . F-3

Schedules**

II-Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . F-4

       *       The financial statements and notes thereto together
               with the Report of Independent Accountants on pages 12
               through 24 of the 1995 Annual Report to Shareholders
               are incorporated herein by reference.

       **      Schedules other than the schedule listed above have
               been omitted because of the absence of the conditions
               under which they are required or because the required
               information is presented in the financial statements or
               the notes thereto.

                       REPORT OF INDEPENDENT ACCOUNTANTS




Our report on the consolidated financial statements of Calton,
Inc. and Subsidiaries, dated January 12, 1996, on our audits of
the consolidated financial statements which includes an
explanatory paragraph regarding the financial statements at May
31, 1993 being reflected at estimated fair market value in
accordance with the American Institute of Certified Public
Accountants Statement of Position 90-7 and the financial
statements for the years ended November 30, 1995 and 1994 and the
six month period ended November 30, 1993 are not comparable to
May 31, 1993 and prior thereto, has been incorporated by
reference in this Form 10-K from page 24 of the 1995 Annual
Report to Shareholders of Calton, Inc. In connection with our
audits of such financial statements, we have also audited the
related financial statement schedules listed in the Index on page
F-1 of this Form 10-K.

In our opinion, the financial statement schedules referred to
above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material
respects, the information required to be included therein.








                    Coopers & Lybrand L.L.P.
                    /s/Coopers & Lybrand

Princeton, New Jersey
January 12, 1996                             

            CONSENT OF INDEPENDENT ACCOUNTANTS






We consent to the incorporation by reference in the Registration
Statements of Calton, Inc. and Subsidiaries on Form S-8 (Nos. 33-
35176 and 33-75184) of our report which includes an explanatory
paragraph regarding the financial statements at May 31, 1993
being reflected at estimated fair market value in accordance with
the American Institute of Certified Public Accountants Statement
of Position 90-7 and the financial statements for the years ended
November 30, 1995 and 1994 and the six month period ended
November 30, 1993 are not comparable to May 31, 1993 and prior
thereto, dated January 12, 1996 on our audits of the consolidated
financial statements and financial statement schedules of Calton,
Inc. and Subsidiaries as of November 30, 1995 and 1994 and for
the years ended November 30, 1995 and 1994 and the six month
periods ended November 30, 1993 and May 31, 1993 which report has
been incorporated by reference in this Annual Report on Form 10-
K.







                            Coopers & Lybrand L.L.P.
                            /s/Coopers & Lybrand

Princeton, New Jersey
February 27, 1996


SCHEDULE II
<TABLE>
CALTON, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(Amounts in Thousands)
<CAPTION>

                                              Additions
                           Balance at  Charged to   Charge to               Balance
                           Beginning   Costs and    Other                   At End
   Description             of Period    Expenses    Accounts    Deductions  of Period
<S>                         <C>         <C>         <C>         <C>         <C>            
Six month period ended
 May 31, 1993:
Net realizable value
 reserves for inventory     $12,884     $ 2,200     $23,517 (A) $38,601 (B) $    --
Valuation allowance for net
 deferred tax asset         $21,798     $18,722 (C) $    --     $    --     $40,520
Six month period ended
 November  30, 1993:
Net realizable value
 reserves for inventory      $    --    $    --     $    --     $    --     $    --
Valuation allowance for net
 deferred tax asset          $40,520    $    --     $ 1,451     $ 2,606     $39,365
Year ended November 30, 1994:
Net realizable value
 reserves for inventory      $    --    $   400     $    --     $    --     $   400
Valuation allowance for net
 deferred tax asset          $39,365    $    --     $    --     $ 2,473     $36,892
Year ended November 30, 1995:
Net realizable value
 reserves for inventory      $   400    $ 1,593     $    --     $    --     $ 1,993
Valuation allowance for net
 deferred tax asset          $36,892    $    --     $    --     $18,245 (D) $18,647

</TABLE>

(A)    Represents $23,517,000 of fresh-start reserves charged to Reorganization 
       Costs.

(B)    Represents the revaluation of inventory to reflect estimated fair market 
       value in accordance with the American Institute of Certified Public 
       Accountants Statement of Position 90-7.

(C)    Represents amounts attributable to pre-reorganization deductible 
       temporary differences.

(D)    Represents the impact of the recalculation of the Section 382 limitation 
       and the utilization against taxable income attributable to Talcon, L.P.

                                 INDEX TO EXHIBITS

   2.    Plan of Reorganization of the Registrant and Subsidiaries
         incorporated by reference to Exhibit 2 to Amendment No. 1 to 
         Form S-1 Registration Statement under the
         Securities act of 1933, Registration No. 33-60022.

   3.1   Amended and Restated Certificate of Incorporation of the
         Registrant filed with the Secretary of State, State of New Jersey 
         on May 28, 1993, incorporated by reference to Exhibit 3.2 to 
         Amendment No. 1 to Form S-1 Registration Statement under the
         Securities Act of 1933, Registration No. 33-60022 and Certificate 
         Amendment to Amended and Restated Certificate of Incorporation of 
         Registrant filed with the Secretary of State, State of New Jersey 
         on April 27, 1994, incorporated by reference to Exhibit
         3(b) to Form S-1 Registration Statement under the Securities
         Act of 1933, Registration No. 33-76312.

   3.2   By Laws of Registrant, as amended, incorporated by reference to
         Exhibit 3.1 of Form 10-K of Registrant for the fiscal year ended 
         November 30, 1990.

   4.    Amended and Restated Loan and Security Agreement dated as of May 28, 
         1993, among the Registrant, Calton Funding, Inc. and a group of 
         financial institutions, incorporated by reference to Exhibit 4 to 
         Amendment No. 1 to Form S-1 Registration Statement under
         the Securities Act of 1933, Registration No. 33-60022, the First, 
         Second and Third Amendments to such Amended and Restated Loan and 
         Security Agreement, incorporated by reference to Exhibit 4 to 
         Form 10-K of Registrant for the fiscal year ended November
         30, 1993, Fourth Amendment to such Amended and Restated Loan
         Agreement, incorporated by reference to Exhibit 10.7(b) to Amendment
         No. 2 to Form S-1 Registration Statement under the Securities Act of 
         1933, Registration No. 33-76312,Fifth Amendment to such Amended and 
         Restated Loan and Security Agreement incorporated by reference to 
         Exhibit 4 to Form 10-K of Registrant for the fiscal year ended November
         30, 1994, Sixth  Amendment to such Loan and Security Agreement and 
         Seventh Amendment to such Loan and Security Agreement.

  10.1   Registration Rights Agreement dated as of May 28, 1993 between
         the Registrant and certain securityholders, incorporated by reference
         to Exhibit 10.1 to Amendment No. 1 to Form S-1 Registration Statement
         under the Securities Act of 1933, Registration No. 33-60022.

(*)10.3  Registrant's Amended and Restated 1993 Non-Qualified Stock Option Plan.

(*)10.4  Incentive Compensation Plan of Registrant incorporated by
         reference to Exhibit 10.4 of Form 10-K of Registrant for the fiscal
         year ended November 30, 1994.

(**)10.5 Executive Employment Agreement dated as of January 26, 1994
         between Registrant and Douglas T. Noakes incorporated by reference 
         to Exhibit 10.6 of Form 10-K of Registrant for the fiscal year ended
         November 30, 1993 and Amendment thereto dated November 21, 1995.

(*)10.6  Severance Policy for Senior Executives of Registrant
         incorporated by reference to Exhibit 10.6 of Form 10-K of 
         Registrant for the fiscal year ended November 30, 1994.

(**)10.7 Executive Employment Agreement dated as of November 21, 1995
         between Registrant and Anthony J. Caldarone.

(**)10.8 Supplemental Executive Compensation Agreement dated as of May
         12, 1995 between the Registrant and Douglas T. Noakes.

(**)10.9 Supplemental Executive Compensation Agreement dated as of May
         12, 1995 between the Registrant and Bradley A. Little. An agreement 
         substantially identical in term and content and executed by the 
         Registrant and Robert A. Fourniadis has not been reproduced herein.

  13.    Certain pages of Registrant's 1995 Annual Report to Shareholders which,
         except for those portions expressly incorporated herein by 
         reference, are not deemed filed a part hereof.

  21.    Subsidiaries of the Registrant.

  27.    Financial Data Schedule.






 (*)     Constitutes a compensatory plan required to be filed as an
         exhibit pursuant to Item 14(c) of Form 10-K.

(**)     Constitutes a management contract required to be filed pursuant
         to Item 14(c) of Form
         
                 10-K SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549



                           EXHIBITS

                         filed with

                        ANNUAL REPORT

                            on

                         FORM 10-K




                        CALTON, INC.

                            1995