SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  20549

                            FORM 10-K

(Mark One)
  X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 

      For the fiscal year ended July 31, 1996

                                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 Number: 0-20530


                    HILCOAST DEVELOPMENT CORP.
      (Exact name of registrant as specified in its charter)

          Delaware                               65-0346040
         (State of                             (I.R.S. Employer
       Incorporation)                         Identification No.)

   19146 Lyons Road, Boca Raton, Florida             33434    
  (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code: 407-487-9630 

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

                              Name of each exchange on
     Title of each class         which registered

           None                       None


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

              Common Stock, par value $.01 per share
                         (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  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]


           AGGREGATE MARKET VALUE OF THE VOTING STOCK
            HELD BY NONAFFILIATES OF THE REGISTRANT

Common Stock, par value $.01 per share ("Common Stock"), was the
only class of voting stock of the Registrant outstanding on July
31, 1996.  Based on the last sale price of the Common Stock on the
NASDAQ Small-Cap Market on August 28, 1996 ($5.31), the aggregate
market value of the 768,450 shares of the Common Stock held by
persons other than officers, directors and persons known to the
Registrant to be the beneficial owner (as that term is defined
under the rules of the Securities and Exchange Commission) of more
than five percent of the Common Stock on that date was
approximately $4.1 million.  By the foregoing statements, the
Registrant does not intend to imply that any of these officers,
directors or beneficial owners are affiliates of the Registrant or
that the aggregate market value, as computed pursuant to rules of
the Securities and Exchange Commission, is in any way indicative of
the amount which could be obtained for such shares of Common Stock.

                                 
      APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
           PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the Registrant has filed all
documents and reports required to be filed by Section 12, 13, or
14(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.

                  Yes ____         No ____


            (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest practicable
date:

       2,362,320 shares of Common Stock, par value $.01
     per share, were outstanding as of August 31, 1996.


               DOCUMENTS INCORPORATED BY REFERENCE 

     Definitive Proxy Statement of Hilcoast Development Corp.
           for the 1996 Annual Meeting of Stockholders
                    (incorporated in Part III)



                              PART I



Item 1.   Business


General

Hilcoast Development Corp. (the "Company" or "Registrant") was
incorporated in Delaware on July 6, 1992 for the purpose of
acquiring certain real property located at the Century Village
adult condominium project in Pembroke Pines, Florida ("Century
Village"), including the recreation facilities located at that
project ("Recreation Facilities"), and certain other assets.  The
acquisition was completed on July 31, 1992 (see Business - Certain
Transactions and Relationships - Acquisitions)  whereupon the
Company commenced its business activities.  For information with
respect to the Company's results of operations and financial
condition for fiscal years ended July 31, 1996, 1995 and 1994, see
Selected Financial Data and the Company's Consolidated Financial
Statements.

The Company is primarily engaged in the design, development,
construction, marketing and sale of condominium apartments at
Century Village and the operation of the Recreation Facilities.  In
addition, the Company is engaged in the development of single-family
homesites in a golf course community in Volusia County,
Florida, known as Glen Abbey ("Glen Abbey"), and the sale of those
homesites to local builders and retail customers.  The Company also
derives revenues from a variety of real estate related activities,
including certain maintenance and community services at Century
Village, real estate brokerage, title insurance agency services,
and investment advisory and consulting services.

The Company is involved in all phases of planning and building
Century Village, including site planning and preparation,
application for and receipt of regulatory approval, design,
construction, marketing and sales, in addition to constructing
recreation facilities and other amenities.  The Company is also
involved in all phases of the development of Glen Abbey, including
site planning and preparation, application for and receipt of
regulatory approvals, and sales and marketing to builders and other
potential purchasers.

The Company currently maintains its executive offices at 19146
Lyons Road, Boca Raton, Florida 33434 and its telephone number is
(407) 487-9630.






Recent Development - Proposed Merger

On August 12, 1996, the Company's Board of Directors received an
unsolicited proposal from H. Irwin Levy, the Company's Chairman of
the Board and Chief Executive Officer, contemplating a merger of
the Company and a newly formed acquisition company to be organized
by Mr. Levy, pursuant to which each of the Company's outstanding
shares of Common Stock would be converted into $6.00 cash.  A
special independent committee of the Board has been appointed to
consider the proposal and in connection therewith, has engaged
financial and legal advisors.

The proposed merger is subject to approval of the Company's Board
of Directors and shareholders and a number of other material
conditions, including negotiation of a definitive agreement and
compliance with all applicable regulatory and governmental
requirements.  Accordingly, there can be no assurance that the
proposed merger will be consummated.


Operating Policies

The Company attempts to reduce certain of the risks inherent in
real estate development and to maximize its financial resources by:
(i) utilizing subcontractors in many of the construction and site
improvement activities;  (ii) obtaining favorable contract prices
from subcontractors based on the volume of the Company's
construction activity;  and (iii) creating additional sources of
revenues through development related activities including long-term
recreation leases, real estate brokerage and title insurance agency
services.


Florida Market

Century Village is located in the southwestern portion of Broward
County, which the Company believes is one of the fastest growing
areas in Florida.  The Company believes that certain fundamental
aspects of the southeast Florida area, including an attractive
climate and quality of life, have contributed and will continue to
stimulate population and economic growth.


Residential Development

     Century Village  

Century Village is a planned 7,780 unit active adult condominium
community located on approximately 680 acres of land in Pembroke
Pines,  Florida.  The Company is constructing four story
condominium buildings containing one and two-bedroom apartments
currently ranging in price from $58,000 to $129,000.   Century
Village is located west of Hollywood, approximately one-half mile
from Interstate 75, midway between Miami and Fort Lauderdale.  The
community features more than 200 acres devoted exclusively to
recreation, social and entertainment facilities, including a
135,000 square foot clubhouse which contains a 1,042 seat
auditorium/theatre, a 962 person capacity party room, card rooms,
pool and billiards rooms, exercise and sauna facilities, indoor and
outdoor swimming pools and other hobby and athletic areas.  A
recently completed 12,000 square foot health club facility, known
as Club Health, contains a wave-walking exercise pool and the
latest fitness equipment.  The community also features an 18 hole,
semi private, par 71 golf course, tennis facilities and additional
pools and poolhouse facilities dispersed throughout the community. 
The Company provides recreation activities and amenities, security
services, transportation within the community and to surrounding
businesses and shopping areas, as well as maintenance, community
management and other services under separate agreements providing
for monthly per unit charges.  In addition, each apartment contains
a built-in, medical-security alert communications system which
provides residents with continuous access to security and emergency
medical services.

As of July 31, 1996, 6,911 condominium apartments, or 89% of the
total planned community, had been delivered (closed under sales
contracts) to purchasers since September 1984, including 409 and
479 delivered by the Company in fiscal 1996 and 1995, respectively. 
At July 31, 1996 and 1995, there were 227 and 219 condominium
apartments, respectively, in the Company's backlog of units sold
but not yet delivered.  See Management's Discussion and Analysis of
Financial Condition and Results of Operations for a more detailed
discussion of the Company's backlog and condominium inventories.

     Glen Abbey 

Glen Abbey and an adjacent parcel consists of approximately 135
acres of unimproved land in Volusia County, Florida, planned for
approximately 250 improved single family homesites which the
Company is developing in stages.  Through July 31, 1996, the
Company had completed development of the first two phases,
consisting of 59 lots, of which 57 had been delivered to
purchasers, including 10 and 22 delivered during fiscal 1996 and
1995, respectively.  The Company is currently developing the third
phase, which is planned for 33 lots.  At July 31, 1996, there were
four lots in backlog or under reservation.  See Business - Certain
Transactions and Relationships - CV Reit.







Recreation Facilities 

The Company owns all of the Recreation Facilities at Century
Village (See Business - Residential Development - Century Village). 
Each purchaser of a condominium apartment has the option to enter
into a 50 year lease for such facilities, which provides for
monthly payments, currently ranging from $63 to $82, and for
specified increases after three years based on increases in
operating costs and fixed contractual increases after five years. 
As of July 31, 1996, virtually all of the purchasers of the 6,911
condominium apartments delivered had exercised that option.


Construction 

The Company acts as the general contractor for the construction of
the condominium apartments it sells.  Company employees monitor
construction, participate in all material design and building
decisions and coordinate construction with local and state
regulatory authorities.  Subcontractors are retained for specified
projects pursuant to contracts which obligate the subcontractor to
complete construction for a fixed price.  The Company does not have
any long-term contractual commitments with any of its
subcontractors.

The Company manufactures and erects pre-cast and pre-stressed
concrete walls, floors and other building components for the
condominium buildings at Century Village.  Management believes that
this strategy allows the Company's construction operations to
achieve efficiencies in time, cost and inventory management.

The Company does not maintain significant inventories of
construction materials except for work-in-process materials for
property 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.  The Company cannot predict, however, if shortages of
necessary materials or labor will occur in the future.  

The Company finances its construction operations with cash flow
from operations, principally sales of condominium apartments, and
with borrowings principally under lines of credit with CV Reit. 
See Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources and Note 4
to Consolidated Financial Statements.


Marketing and Sales

The Company conducts a comprehensive multimedia marketing program,
including regional radio, television and print advertising, highway
signs, illustrated brochures, out-of-town seminars followed by
Company-sponsored on-site tours, on-and off-site displays, direct
mail advertising and special promotional events.  Purchasers of
Century Village condominium apartments are generally retirees
primarily from the southeast Florida area as well as the major
northeast metropolitan areas, such as the New York City and New
Jersey area.  During fiscal 1996, new sales at Century Village were
identical to fiscal 1995, with 417 new sales contracts during each
year.

The Company believes that one of the principal factors in the
success of Century Village has been its ability to establish and
market the lifestyle available within its communities as a "way of
life".  The Company engages Red Buttons at Century Village to
provide name recognition and an identity symbolic of its central
theme, and to emphasize the range and quality of the Recreation
Facilities and the diversity of available activities.

Condominium apartments at Century Village are sold on a commission
basis by the Company's sales personnel.  The Company maintains on-site sales
offices and furnished model apartments at Century
Village.  Condominium apartments are sold pursuant to contracts
which require the purchaser to make a cash down payment that may be
forfeited if the purchase is not completed unless in accordance
with Florida law, the purchaser elects to rescind the contract for
any reason within 15 days following the execution of the sales
contract.  The sales contracts also contain mortgage contingencies
which allow the purchaser to cancel the contract without penalty if
the purchaser is unable to obtain financing.  The State of Florida
requires purchasers' deposits to be held in segregated escrow
accounts unless such deposits are guaranteed by bank letters of
credit  (see Note 4 to Consolidated Financial Statements).

The Company assists purchasers in obtaining mortgage financing from
financial institutions;  however, the Company does not offer seller
financing.  Historically and during fiscal 1996, a majority of
purchasers acquired Century Village apartments for cash.

Company personnel handle sales of homesites at Glen Abbey primarily
to builders and retail customers.


Other Activities

The Company operates four offices which provide real estate
brokerage services, consisting of resales and rentals at the four
Century Villages in southeast Florida.  The Company also operates
a title insurance agency which provides title insurance services
principally to purchasers at Century Village.  The Company acts as
the investment advisor to CV Reit on a fee basis (see Business -
Certain Transactions and Relationships - Consulting and Advisory
Agreement with CV Reit).


Government Regulation

Real estate development, particularly condominium development, is
subject to increasing environmental, building, zoning, real estate
sales and securities regulation by various federal, state and local
authorities.  New projects require the approval of numerous
governmental authorities regulating such matters as permitted land
uses and levels of density, the installation of utility services
such as water and wastewater disposal, and the dedication of
acreage for open space, parks, schools and other community
purposes.  Several authorities in Florida 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.  In addition, certain
governmental agencies have attempted to impose restrictive zoning
and density requirements in order to limit the number of persons
who live and work within their boundaries.  Finally, the State of
Florida has at times declared moratoriums on issuance of building
permits and imposed other restrictions in areas where sewage
treatment facilities and other public facilities do not reach
minimum standards.  The Company has no reason to believe that any
of the foregoing will occur at Century Village or would have a
material adverse effect on operations at that project.

In connection with the development of Century Village and Glen
Abbey, the Company is required to obtain the approval of various
governmental authorities, many of which it has already obtained. 
Drainage, water and sewer permits must be obtained prior to
commencement of certain land development activity.   Building
permits and certificates of occupancy must be obtained in
connection with the construction and delivery of condominium
apartments at Century Village.  The Company believes that to the
extent that appropriate governmental approvals have not previously
been obtained for the completion of Century Village and Glen Abbey,
it will be able to obtain such approvals in the future.  If such
approvals cannot be obtained, the Company's business may be
adversely affected.  In addition, during 1995, certain governmental
authorities imposed significant additional construction
requirements regarding hurricane protection and other items.  These
requirements will increase the Company's construction costs in
fiscal 1997 and 1998.

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


The Company is required to comply with the Americans with 
Disabilities Act, which requires residential buildings to have
certain additional facilities available for handicapped persons. 
The Company anticipates that compliance with the Act will not have
a material adverse effect on its construction costs in the future.


Competition and Other Factors

The development and sale of residential properties is highly
competitive.  The Company competes on the basis of a number of
interrelated factors, including location, reputation, amenities,
design, quality and price, with numerous larger and smaller
builders, including some builders with nationwide operations and
greater experience and financial resources.  The Company also
competes for residential sales with individual resales of existing
homes and homesites, including condominium apartments in the three
previously completed Century Village communities in southeast
Florida as well as those in Century Village at Pembroke Pines.  The
Company may also compete with sales by financial institutions of
properties obtained in foreclosure proceedings.

The Company believes that its principal competition for its Century
Village project is other condominium developments in the low to
medium price range with substantial recreation facilities in Dade,
Broward and Palm Beach counties.  The Company believes that the
establishment of a "way of life" community concept has been a
significant factor in making Century Village competitive in the
market place.

Historically, the housing industry has been cyclical and is
affected by prevailing economic conditions, in general, and by
interest rates, in particular.  A variety of other factors affect
the housing industry and demand for new homes, including the
availability of labor and materials and increases in 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 federally-sponsored mortgage financing programs.

  
Warranties, Bonds and Other Obligations

In the ordinary course of its business, the Company may incur or
undertake certain contingent or future liabilities, including
obligations:  (a) under performance and maintenance bonds (or
letters of credit, in lieu thereof),  (b) to complete recreation or
other community facilities,  (c) to subsidize condominium
associations,  and (d) under homeowner warranties.   The amount of
such obligations outstanding at any time varies in accordance with
the Company's pending construction activities.  At July 31, 1996,
there was aproximately $289,000 outstanding in letters of credit
issued by CV Reit to municipalities principally in connection with
performance and maintenance bond obligations at Century Village. 

The Company is required by law to grant limited warranties covering
workmanship and materials with respect to condominium apartments. 
The Company employs subcontractors who perform a significant
portion of the actual construction process and who, in turn,
provide warranties of workmanship to the Company.

   
Certain Transactions and Relationships
     
     Capitalization and Spin-off

The Company was capitalized in July 1992 by issuing: (a) 5,000
shares of 10% Cumulative Preferred Stock to CV Reit for $5 million;
and (b) 1.8 million shares of non-voting Class A Common Stock
representing 75% of its outstanding common stock to CV Reit for
$1.8 million in cash and 600,000 shares of voting Common Stock
representing 25% of its outstanding common stock to H. Irwin Levy
for $738,000 in cash.  Mr. Levy is Chairman of the Board and Chief
Executive Officer of the Company.  In addition, he is a principal
stockholder and, until his resignation on July 31, 1992, was
Chairman of the Board of CV Reit.

On October 23, 1992, CV Reit distributed the shares of the Class A
Common Stock to its stockholders in the form of a taxable dividend
(the "Spin-off"), at which time the Class A Common Stock was
automatically converted into voting Common Stock.  As a result of
the Spin-off, the Company became independent of CV Reit and its
Common Stock is currently listed for trading on the NASDAQ Small-Cap Market.
On March 31, 1995, the Company redeemed the Preferred
Stock in exchange for a $5 million note payable July 31, 1998.

     Acquisitions

On July 31, 1992, the Company acquired certain assets from
affiliates of Cenvill Development Corp. ("Development") for a
purchase price of approximately $63.3 million, subject to $56.2
million of mortgage indebtedness (including $48.2 million to CV
Reit - see Note 4 to Consolidated Financial Statements) and $4.3
million of accounts payable, customer deposits and other
liabilities, and issued a $2.8 million promissory note to
Development, guaranteed by CV Reit (which note was repaid in 1994). 
The acquisition occurred pursuant to approval by the Bankruptcy
Court of the Southern District of Florida of a Proposal for the
Acquisition of Certain Assets, dated June 19, 1992, between
Development and CV Reit, in connection with Chapter 11 proceedings
filed by Development on that date.  The assets acquired principally
consisted of real property located in Century Village, including
land for the then remaining approximately 2,200 condominium
apartments, construction in progress and the Recreation Facilities.


Effective August 18, 1992, the Company purchased unimproved land in
Glen Abbey, an existing golf course community in Volusia County,
Florida, from CV Reit for approximately $2.5 million.  The Company
paid approximately $400,000 in cash, and $2.1 million in the form
of a mortgage note (see Note 4 to Consolidated Financial
Statements).   The purchase price for the Glen Abbey land
represented CV Reit's book value on the date of sale. 

     Consulting and Advisory Agreement with CV Reit

On July 31, 1992, the Company entered into a consulting and
advisory agreement under which the Company provides certain
investment advisory, consulting and administrative services to CV
Reit including: investigating and evaluating investment
opportunities; conducting negotiations with existing and potential
borrowers and lenders; negotiating with investment bankers in
connection with the sale of securities of CV Reit; administering
compliance by CV Reit with the provisions of its loan agreements;
consulting with respect to the preparation of required reports to
the New York Stock Exchange and the Securities and Exchange
Commission; supervising the prosecution of claims by CV Reit
against third parties and supervising the defense of claims made
against CV Reit; and attending CV Reit's board meetings.  The
agreement specifically excludes matters related to the Company's
loans from CV Reit.  The agreement, which originally expired on
July 31, 1994, was recently extended to July 31, 1997, provides for
the payment of $10,000 per month to the Company, plus reimbursement
for all out of pocket expenses, and may be terminated by the
Company upon 180 days notice and by CV Reit upon 30 days notice. 
Certain officers of the Company, including Mr. Levy, perform
services for CV Reit under the agreement.  To the extent that such
services interfere with their duties to the Company, the Company
will provide alternative personnel to fulfill its contractual
obligations to CV Reit.

     Other Transactions with CV Reit

In March 1995, CV Reit acquired from a financial institution a note
due from the Company with a then outstanding balance of $2.7
million, collateralized by a mortgage on the Recreation Facilities. 
The Company repaid that note during fiscal 1996.

The Company leases approximately 1,300 square feet of office space
in West Palm Beach from CV Reit for a monthly rental of
approximately $1,100.

The Company intends to resolve any conflicts which may arise
between the Company and CV Reit by referring such conflicts to an
independent committee of its Board of Directors.  Since Mr. Levy is
both a director of the Company and a principal stockholder of CV
Reit, Mr. Levy would not serve on any such committee.


Certain officers and/or directors of the Company were previously
officers and/or directors of CV Reit.

     Cenvill Recreation

Cenvill Recreation consists of a group of companies owned, in
various percentages, by Mr. Levy and his family.  During fiscal
1996, Cenvill Recreation occupied approximately 1,600 square feet
of office space at the Company's Administration Building at the
Century Village at Boca Raton and paid the Company approximately
$500 per month on a month-to-month basis.

     H. Irwin Levy

In  September 1994, the Company and Mr. Levy entered into an
unsecured revolving credit agreement allowing the Company to borrow
up to $750,000 from Mr. Levy through May 1, 1997, as extended (see
Note 4 to Consolidated Financial Statements).  For a one week
period in July 1995, the outstanding balance under this agreement
was increased to $1,030,000, which amount was reduced to $390,000
by July 31, 1995 and repaid in September 1995.  Since that
repayment, the Company has not made any further borrowings under
this agreement.


Employees

At July 31, 1996, the Company employed 221 persons including 99 in
construction related activities (54 covered by a collective
bargaining agreement), 58 in recreation and maintenance activities,
and 64 in sales, administration and other activities.  The Company
believes that its relations with its employees and subcontractors
are satisfactory.



Item 2.  Properties

In addition to the Company's residential development property
described in Item 1, at July 31, 1996, the Company's properties
included:  (i) several buildings within Century Village,
aggregating approximately 37,000 square feet, used for commercial
purposes, including administration, sales, models and health care
services;  and (ii) the approximately 23,000 square foot
Administration Building at the Century Village in Boca Raton, of
which the Company occupies approximately 2,000 square feet as
executive and administrative offices.  The aggregate book value of
the foregoing properties was approximately $1 million at July 31,
1996.




During fiscal 1995, the Company sold approximately 29 acres of
unimproved land in Coconut Creek, Florida for $1,975,000, an amount
which approximated book value.

See Note 4 to Consolidated Financial Statements for a description
of the mortgages to which the Company's properties are subject.



Item 3.  Legal Proceedings    

On September 16, 1993, the Company filed a Complaint in the Circuit
Court, Seventh Judicial Circuit, in and for Volusia County,
Florida, seeking unspecified damages against a utility company,
claiming inverse condemnation and trespass at the Company's Glen
Abbey project.  On March 18, 1994, the Court granted a Motion for
Summary Judgment holding the defendant liable for trespass and
inverse condemnation.  On April 5, 1995, the Court vacated the
Summary Judgment and in February 1996, the Court ruled that the
Company is not entitled to recovery under the theory of inverse
condemnation.  The trespass claims, which include a claim for
damages caused by flooding, have not been tried and no trial date
has been set.  The Company has appealed the Court's decision.  If
the Appellate Court reverses the order, the inverse condemnation
damages claim would be remanded to the Circuit Court.  The Company
also expects to pursue its trespass claims.

The Company is unable to predict the outcome of an appeal or the
amount of damages, if any, which may be awarded to the Company on
either the trespass or inverse condemnation claims.  In addition,
any award of damages to the Company will be subject to appeal by
the defendant and, accordingly, there can be no assurance that the
Company will ultimately recover any damages.

The Company is not presently a party to any other material pending
litigation.  However, the Company is involved from time to time in
litigation arising in the ordinary course of its business, none of
which is expected to have a material adverse effect on the
Company's financial condition.



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

No matters were submitted to a vote of security holders during the
fourth quarter of the Company's 1996 fiscal year.







                             PART II



Item 5.  Market for Registrant's Common Equity
         and Related Stockholder Matters

The Company's Common Stock is traded on the National Association of
Securities Dealers, Inc. Automated Quotation System ("NASDAQ")
Small-Cap Market under the symbol HCDV.  The following tables set
forth the market price range of the Common Stock for each quarter
during the years ended July 31, 1996 and 1995, based on the high
and low closing bid prices as reported on the NASDAQ Small-Cap
Market.  Such high and low bid prices reflect interdealer prices
without retail markup, markdown or commission and may not
necessarily represent actual transactions.  No cash dividends were
declared by the Company on the Common Stock during those periods.


                                             Market
                                           Price Range
                                        -----------------
                                        High         Low
            1996                        -----       -----
            ----
          First Quarter                 4-7/8       4-1/8
          Second Quarter                4-3/4       4-1/4
          Third Quarter                 4-3/4       4-1/4
          Fourth Quarter                5           4-1/4
    
            1995
            ----
          First Quarter                 4-7/8       4-1/2
          Second Quarter                4-7/8       4-1/2
          Third Quarter                 4-7/8       4-1/2
          Fourth Quarter                4-7/8       4-3/8



As of July 31, 1996, the Company had 2,362,320 shares of Common
Stock outstanding and 365 holders of record of such stock.

The Company does not anticipate paying cash dividends on the Common
Stock in the foreseeable future based on its expected operating
cash flow requirements (see Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and
Capital Resources).   The Delaware General Corporation Law 
prohibits the Company from paying dividends or otherwise
distributing funds to its stockholders, except out of legally
available funds.  The declaration and payment of dividends on the
Company's Common Stock and the amount thereof will be dependent
upon the Company's results of operations, financial condition, cash
requirements, future prospects and other factors deemed relevant by
the Board of Directors.  No assurance can be given that the Company
will pay any dividends on the Common Stock.



Item 6.  Selected Financial Data
         (dollars in thousands, except per share data)

The Company's operations commenced in connection with the purchase
of certain assets on July 31, 1992.  Allocations have been made to
reflect the fair value of the assets acquired resulting in asset
bases which differ from those of the previous owner.  In addition,
certain of the Company's operating policies and accounting
procedures may be different from those of the previous owner. 
Accordingly, comparative financial data for the year ended July 31,
1992 is not presented since it would be neither comparable nor
informative.  The following should be read in conjunction with the 
Company's Consolidated Financial Statements, accompanying notes and
other financial information included herein:


                                                 Year Ended July 31,
                                      ----------------------------------------
                                       1996        1995       1994     1993
                                     ---------  ---------  --------- --------- 
Operating Statement Data:
  Sales of condominium apartments     $30,917    $37,340    $35,992   $24,809
                                     =========  =========  ========= ========= 

  Total revenues                      $43,030    $51,313    $47,236   $35,317
                                     =========  =========  ========= =========
  Income (loss) before
    income tax expense (benefit)     ($   675)   $   983    $   512   $   343

  Income tax expense (benefit)           (237)       378        223       134
                                     ---------  ---------  --------- ---------
  Net income (loss)                      (438)       605        289       209

  Preferred stock dividends                -         333        500       502
                                     ---------  ---------  --------- ---------
  Net income (loss) applicable
    to common stock                  ($   438)   $   272   ($   211) ($   293)
                                     =========  =========  ========= =========
  Net income (loss) per common share    ($.19)      $.11      ($.09)    ($.12)
                                     =========  =========  ========= =========
  Average common shares
    considered outstanding           2,362,320  2,506,562  2,352,320 2,363,286
                                     =========  =========  ========= =========










                                                   July 31,
                                    ------------------------------------- 
                                     1996     1995        1994     1993 
                                    -------  -------     -------  -------
Balance Sheet Data:
  Inventories and 
    properties held for 
    development and sale            $30,234  $35,383     $40,227  $40,088 
                                    =======  =======     =======  =======
                        
  Total assets                      $53,595  $58,137     $64,743  $66,402 
                                    =======  =======     =======  =======
                        
  Borrowings                        $45,348  $48,611     $49,637  $53,229 
                                    =======  =======     =======  =======
                        
  Stockholders' equity              $ 1,835  $ 2,273(a)  $ 6,986  $ 7,197 
                                    =======  =======     =======  =======


----------
(a)  On March 31, 1995, the Company redeemed its $5 million of 10% Cumulative
     Preferred Stock in exchange for a $5 million note payable.



Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations


Results of Operations

                      1996 Compared to 1995


During the year ended July 31, 1996, the Company reported a net
loss attributable to common stock of $438,000 on total revenues of
$43 million, as compared to net income attributable to common stock
of $272,000 on revenues of $51.3 million in the year ended July 31,
1995.

The Company's primary sources of revenues are the design,
development, construction, marketing and sale of condominium
apartments at the Century Village at Pembroke Pines adult
condominium community ("Century Village") and the operation of the
recreation facilities (the "Recreation Facilities") located at that
project.  For the year ended July 31, 1996, revenues from sales of
condominium apartments at Century Village represented approximately
72% of total revenues while producing an average gross margin
(sales revenues less cost of sales, as a percentage of sales
revenues) of 14% as compared to 73% of total revenues at an average
gross margin of 18% for the corresponding period ended July 31,
1995.  The following table presents pertinent information related
to deliveries of condominium apartments at Century Village.


                      Deliveries - Year Ended July 31,
            ----------------------------------------------------     
                  1996                                1995 
   ---------------------------------    ----------------------------------
    Number            Average            Number             Average
   of Units  Revenues  Sales   Gross    of Units   Revenues  Sales   Gross
   Delivered  (000's)  Price  Margin    Delivered   (000's)  Price  Margin
   --------- -------- ------- ------    ---------  -------- ------- ------

         409    $30,917  $75,600   14%        479     $37,340  $78,000  18%


Revenues from sales of condominium apartments are recognized only
upon the closing (delivery) of the sales contract.  Fluctuations in
average sales prices at Century Village are generally a function of
the location of condominium buildings (e.g. lakefront) and to a
lesser extent, the mix of condominium apartments within the
building.  The 4% decrease in gross margin principally reflects the
$2,400 decrease in the average sales price of units delivered in
1996, primarily attributable to the commencement of deliveries in
November 1995 in a section where there are no lakefront buildings. 
Gross margins also declined due to higher per unit cost of sales on
all units delivered in fiscal 1996, primarily attributable to an
overall rise in construction costs (spurred by normal cost
increases and by additional requirements imposed by governmental
agencies) and site improvement costs, which were partially offset
by lower per unit land costs associated with units delivered in the
aforementioned section.

A comparison of the Company's inventories and backlog (under
contract for sale but not yet delivered) at Century Village
follows:
                       July 31, 1996          July 31, 1995 
                   ---------------------  ---------------------   
                         Number of              Number of
                        Condominium            Condominium
                        Apartments             Apartments
                   ---------------------  ---------------------
                   Completed              Completed
                   or Under               or Under
                   Construction  Backlog  Construction  Backlog
                   ------------  -------  ------------  -------
Completed but not
  yet delivered         53          30         50          29
Under construction     708         197        620         190
                       ---         ---        ---         ---
                       761         227        670         219
                       ===         ===        ===         ===
Aggregate sales
  value (000's)                  $18,256                $16,694

Average sales price              $80,400                $76,200


Based upon the 227 sales contracts in backlog for Century Village
at July 31, 1996, a significant portion of which are expected to be
delivered within the next nine months, the Company anticipates an
increase in average sales prices for fiscal 1997 deliveries.  The
Company also anticipates an increase in the average per unit cost
of sales, although to a lesser extent, primarily attributable to
higher construction costs.  As a result, the gross margin for
fiscal 1997 is expected to increase accordingly.

For each of the years ended July 31, 1996 and 1995, the Company
entered into 417 new sales contracts (net of cancellations) at
Century Village with an aggregate sales value of $32.1 million and
$32.2 million, respectively, and an average sales price of $76,900
and $77,200, respectively.

For the years ended July 31, 1996 and 1995, recreation and
maintenance fees were $8.3 million and $7.5 million, respectively,
consisting of $5.9 million and $5.3 million, respectively, of
revenues pursuant to long-term leases ("Recreation Leases") of the
Recreation Facilities with unit owners occupying approximately
6,900 Century Village condominium apartments delivered through July
31, 1996 and $2.4 million and $2.2 million, respectively, of
revenues from master management agreements, under which the Company
provides certain maintenance and community services.  These
revenues will continue to increase annually principally due to
future deliveries of condominium apartments and specified
contractual increases in monthly fees in accordance with the
Recreation Leases.  The Recreation Leases and the master management
agreements provide that increases and decreases in operating costs
are passed through to the unit owners, subject to a guaranteed rate
generally for three years.

For both years ended July 31, 1996 and 1995, other revenues
amounted to $3.5 million and principally consisted of revenues from
the golf course operations at Century Village, real estate
brokerage commissions at the four Century Village communities in
southeast Florida, social program activities at the Recreation
Facilities and title insurance agency services provided on sales at
Century Village (see Note 6 to Consolidated Financial Statements). 
Other revenues are not expected to fluctuate significantly during
fiscal 1997.

Operating costs amounted to $7.6 million for the year ended July
31, 1996, as compared to $7.3 million for the previous fiscal year,
and consisted principally of costs incurred for the operation of
the Recreation Facilities, the master management agreements, four
real estate brokerage offices and the Company's title insurance
agency.  The $.3 million increase in operating costs is primarily
attributable to normal increases of certain expenses associated
with the Recreation Facilities and master management operations. 
Operating cost increases related to these operations are generally
passed through to unit owners at Century Village in the form of
increased recreation and maintenance fees, subject to the
aforementioned three year guarantee.

Interest incurred for the year ended July 31, 1996 amounted to $5.3
million as compared to $5.2 for the year ended July 31, 1995. 
Interest capitalized to inventories at Century Village and Glen
Abbey approximated $2.9 million in 1996, as compared to $3.4 in the
previous fiscal year, resulting in net interest expense of $2.4
million and $1.8 million, respectively.  The decreased capitalized
interest principally resulted from lower average inventories on
which to capitalize interest.  The Company expects interest
incurred to decline during fiscal 1997 due to anticipated
reductions in its borrowings.

During each of the fiscal years ended July 31, 1996 and 1995,
selling and marketing costs expensed amounted to $3.8 million and
$4.2 million, respectively, primarily attributable to 70 less
deliveries of condominium apartments in fiscal 1996.  Selling and
marketing costs are capitalized and amortized to expense as
condominium apartments are delivered at Century Village, based on
the average capitalized cost per apartment sold.  Selling and
marketing expenses are expected to fluctuate during fiscal 1997
based on fluctuations in the number of units delivered.

General and administrative expenses for the years ended July 31,
1996 and 1995 were $1.7 million and $2.3 million, respectively. 
Generally these expenses consist of corporate overhead and
administration of Century Village.  However, during fiscal 1996 and
1995, general and administrative expenses included $.2 million and
$.7 million, respectively, of non-recurring items consisting of: 
(i) professional fees incurred during 1996 and 1995 in a lawsuit
brought by the Company against a utility company for damages and
reimbursement of professional fees at the Company's Glen Abbey
project (see Item 3, Legal Proceedings);  (ii) costs incurred
during 1995 to explore the potential acquisition of a tract of land
for a future project, which was determined not to be feasible; and,
(iii) costs related to a change in health insurance programs during
1995.  Excluding these non-recurring costs, general and
administrative expenses for fiscal 1996 decreased by approximately
$.1 million as compared to the preceding year, primarily due to
reductions in administrative salaries.

                      1995 Compared to 1994

During the year ended July 31, 1995, the Company reported net
income of $605,000 on total revenues of $51.3 million, as compared
to net income of $289,000 on revenues of $47.2 million in the year
ended July 31, 1994.  After giving effect to preferred stock
dividends, the net income attributable to common stock was $272,000
as compared to a net loss of $211,000, respectively.



For the year ended July 31, 1995, revenues from sales of
condominium apartments at Century Village represented approximately
73% of total revenues while producing an average gross margin of
18% as compared to 76% of total revenues at an average gross margin
of 15% for the corresponding period ended July 31, 1994.  The
following table presents pertinent information related to
deliveries of condominium apartments at Century Village:



                         Deliveries - Year Ended July 31,
                 ---------------------------------------------------     
                      1995                               1994 
       ---------------------------------   ----------------------------------
        Number            Average           Number             Average
       of Units  Revenues  Sales   Gross   of Units   Revenues  Sales   Gross
       Delivered  (000's)  Price  Margin   Delivered   (000's)  Price  Margin
       --------- -------- ------- ------   ---------  -------- ------- ------

          479    $37,340  $78,000   18%       491     $35,992  $73,300  15%



Revenues from sales of condominium apartments are recognized only
upon the closing (delivery) of the sales contract.  Fluctuations in
average sales prices at Century Village are generally a function of
the location of condominium buildings (e.g. lakefront) and to a
lesser extent, the mix of condominium apartments within the
building.  The 3% increase in gross margin is principally
attributable to the $4,700 increase in the average sales price of
units delivered in 1995.  This increase was partially offset by an
increase in cost of sales caused by higher interest cost on the
Company's variable rate borrowings, brought about by increases in
the prime rate, and normal increases in per unit construction and
site improvement costs.

A comparison of the Company's inventories and backlog (under
contract for sale but not yet delivered) at Century Village
follows:
















                       July 31, 1995          July 31, 1994 
                   ---------------------  ---------------------   
                         Number of              Number of
                        Condominium            Condominium
                        Apartments             Apartments
                   ---------------------  ---------------------
                   Completed              Completed
                   or Under               or Under
                   Construction  Backlog  Construction  Backlog
                   ------------  -------  ------------  -------
Completed but not
  yet delivered         50          29         33          25
Under construction     620         190        496         256
                       ---         ---        ---         ---
                       670         219        529         281
                       ===         ===        ===         ===
Aggregate sales
  value (000's)                  $16,694                $21,361

Average sales price              $76,200                $76,000



A comparison of the Company's new sales orders at Century Village
is presented below:
 
                                 Year Ended
                                   July 31,
                              ------------------ 
                               1995       1994
                              -------    -------
      New sales orders (a)      417        515
      Aggregate sales
        value (000's)         $32,200    $38,500
      Average sales price     $77,200    $74,800

      ________
        (a)    Net of cancellations.


Management believes that the decline in the Company's sales
activity was attributable to an increase in the number of prior
year sales as a result of the damage caused by Hurricane Andrew,
general economic conditions, and a relatively mild winter in the
northeast. 

During the years ended July 31, 1995 and 1994, revenues from sales
of real estate (excluding Glen Abbey) amounted to approximately
$2.1 million and $.4 million, respectively, and consisted of
property located in Coconut Creek, Florida, the cost of which
approximated net sales proceeds.


For the years ended July 31, 1995 and 1994, recreation and
maintenance fees were $7.5 million and $6.8 million, respectively,
consisting of $5.3 million and $4.8 million, respectively, of
revenues pursuant to the long-term Recreation Leases of the
Recreation Facilities with unit owners occupying approximately
6,500 Century Village condominium apartments delivered through July
31, 1995 and $2.2 million and $2 million, respectively, of revenues
from master management agreements, under which the Company provides
certain maintenance and community services.

For both years ended July 31, 1995 and 1994, other revenues
amounted to $3.5 million and principally consisted of revenues from
the golf course operations at Century Village, real estate
brokerage commissions at the four Century Village communities in
southeast Florida, social program activities at the Recreation
Facilities and title insurance agency services provided on sales at
Century Village (see Note 6 to Consolidated Financial Statements). 

Operating costs amounted to $7.3 million for the year ended July
31, 1995, as compared to  $6.9 million for the previous fiscal
year, and consisted principally of costs incurred for the operation
of the Recreation Facilities, the master management agreements,
four real estate brokerage offices and the Company's title
insurance agency.  The $.4 million increase in operating costs is
primarily attributable to normal increases of certain expenses
associated with the Recreation Facilities and master management
operations.

Interest incurred for the year ended July 31, 1995 amounted to $5.2
million as compared to $4.9 for the year ended July 31, 1994. 
Interest capitalized to inventories at Century Village and Glen
Abbey approximated $3.4 million in 1995, as compared to $3.2 in the
previous fiscal year, resulting in net interest expense of $1.8
million and $1.7 million, respectively.  Interest incurred, which
is based on borrowings whose interest rates are substantially tied
to the prime rate (see Note 4 to Consolidated Financial
Statements), increased during fiscal 1995 principally due to a 1.5%
rise in the prime rate which occurred during the fiscal year.  In
addition, effective March 31, 1995, the Company redeemed its $5
million 10% Preferred Stock in exchange for a $5 million 10% note. 

During the fiscal years ended July 31, 1995 and 1994, selling and
marketing costs expensed were $4.2 million and $3.6 million,
respectively, primarily attributable to the reduced sales pace in
fiscal 1995.  Selling and marketing costs incurred are capitalized
and amortized to expense as condominium apartments are delivered at
Century Village, based on the average capitalized cost per
apartment sold.


   
General and administrative expenses generally consist of corporate
overhead and administration of Century Village.  However, fiscal
1995 general and administrative expenses also reflect approximately
$.7 million of non-recurring items consisting of:  (i) professional
fees incurred in a lawsuit brought by the Company against a utility
company for damages and reimbursement of professional fees at the
Company's Glen Abbey project (see Item 3, Legal Proceedings);  (ii)
costs incurred to explore the potential acquisition of a tract of
land for a future project, which was determined not to be feasible;
and, (iii) costs related to a change in health insurance programs. 
Excluding these non-recurring costs,  general and administrative
expenses for fiscal 1995 decreased by approximately $.2 million as
compared to the preceding year, primarily due to reductions in
administrative salaries. 


LIQUIDITY AND CAPITAL RESOURCES

For the years ended July 31, 1996 and 1995, the Company generated
net cash flow from operating activities of $5.2 million and $6.8
million, respectively.  Of these amounts, cash flow attributable to
net reductions in real estate inventories amounted to $5.1 million
in each year, principally due to delivery of 409 and 479
condominium apartments, in fiscal 1996 and 1995, respectively, and
the sale of unimproved land in Coconut Creek during fiscal 1995. 
As a result of the positive cash flow from operations, the Company
was able to reduce net borrowings by $3.3 million and $6 million
during fiscal 1996 and 1995, respectively.  The 1995 decrease was
net of a $5 million increase in borrowings in  connection with the
Company's redemption of its Preferred Stock.  Although the Company
has been successful in generating positive cash flow from operating
activities since its inception in July 1992, there is no assurance
that the Company will be able to achieve or sustain positive cash
flow from operating activities in the future.

For the year ended July 31, 1996, net cash flow used by investment
activities amounted to $1.9 million, as compared with $.5 million
in the previous year.  The 1996 amount reflects the recently
completed Club Health which is part of the Recreation Facilities
(see Business - Residential Development - Century Village).

The Company's borrowings at July 31, 1996 amounted to $45.3
million, substantially due to CV Reit.  See Note 4 to Consolidated
Financial Statements for a description of the Company's borrowings. 
This amount includes $25 million which presently requires monthly
interest only payments but which is scheduled to be converted by
July 31, 1998 to an 11%, 25 year self-amortizing loan providing for
equal monthly payments of principal and interest.  Substantially
all of the remaining $6.9 million of borrowings (excluding the CV
Reit lines of credit - see below) matures in fiscal 1998, including
$1.9 million which requires principal payments based on release
prices of condominium apartments or homesites delivered.  The
Company's borrowings require interest payments generally on a
monthly basis.

The Company's cash flow from operations, net of its construction
and other operating requirements, has not been sufficient to
satisfy its payment obligations required under its borrowings. 
Consequently, the Company has relied on borrowings under its lines
of credit from CV Reit (the "Lines of Credit" - see Note 4 to
Consolidated Financial Statements), amounting to $15 million at
July 31, 1996, of which $7.5 million matures in fiscal 1997 and
$7.5 million in fiscal 1998.  At July 31, 1996, the outstanding
balance of the Lines of Credit was $13.4 million.  The Company also
has a revolving credit agreement with H. Irwin Levy, Chairman of
the Board and Chief Executive Officer of the Company, under which
the Company may borrow up to $750,000 through May 1997 (the "Levy
Note" - see Note 4 to Consolidated Financial Statements).  Since
September 1995, there has been no outstanding balance under the
Levy Note.  The Company anticipates that funds generated in the
ordinary course of business and availability under the Lines of
Credit and the Levy Note will be sufficient to satisfy its cash
flow needs. 

The amount of available funds under the Lines of Credit is limited
based on available collateral, as defined.  At July 31, 1996, the
available collateral exceeded the outstanding balance of the Lines
of Credit by approximately $4.2 million.  The Company also is
restricted from incurring or guaranteeing additional debt financing
under certain circumstances  (see Note 4 to Consolidated Financial
Statements).  Substantially all the Company's assets are pledged as
collateral for the Company's borrowings. 

The Company attempts to minimize its investment in inventory.  In
addition to construction of condominium apartments at Century
Village and development of homesites at Glen Abbey, significant
capital outlays for amenities and infrastructure are required in
advance of deliveries of apartments and homesites.  The Company has
no material commitments for capital expenditures other than those
incurred in connection with its development and construction
activities in the ordinary course of business at Century Village
and Glen Abbey.  To complete Century Village, the Company will
incur costs in connection with the remaining 869 apartments to be
delivered, including the construction of the condominium buildings 
and infrastructure improvements, including the installation of
water and sewer service, drainage facilities, paving and grading,
and landscaping.  Substantially all of the Recreation Facilities
have already been completed.  At Glen Abbey, homesite improvements
will include water and sewer service, drainage facilities, and
paving and grading.




The Company's current major business activities consist of
development and other real estate related activities principally at
Century Village.  As of July 31, 1996, 89% of the planned community
had been delivered and approximately 869 condominium apartments
remained to be delivered.  If the Company engages in future real
estate development activities, it will require outside financing
which may or may not be available.  In the event the Company
decides not to engage in any further real estate development
activities, its long-term revenues are anticipated to be generated
principally from net revenues derived under the long-term
Recreation Leases, net of the related debt service requirement, and
from earnings on funds expected to be available from deliveries of
Century Village condominium apartments.  In that event, the Company
anticipates that its revenues will be sufficient to satisfy its
cash requirements.  However, there is no assurance that revenues
will be sufficient for such purposes.

INFLATION

The Company, as well as the home building industry in general, may
be adversely affected during periods of high inflation, primarily
because of higher material, labor and financing costs.  In
particular, interest rates on a significant portion of the
Company's borrowings are variable subject to a floor of 9% and a
ceiling of 11%.  Increases in the prime rate could result in
increased interest cost to the Company in addition to possible
reduced sales activity, potentially resulting in reduced
profitability.  The Company may attempt to pass through to its
customers any increases in costs through increased selling prices. 
However, this may not always be possible due to competitive factors
in the marketplace.   

FORWARD LOOKING INFORMATION:  CERTAIN CAUTIONARY STATEMENTS

Certain statements contained in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and
elsewhere in this Form 10-K, that are not related to historical
results, are forward looking statements.  Actual results may differ
materially from those projected or implied in the forward looking
statements.  Further, certain forward looking statements are based
upon assumptions of future events which may not prove to be
accurate.  These forward looking statements involve risks and
uncertainties including but not limited to the Company's future
cash flows and liquidity, gross margins, revenues and expenses, the
effect of conditions in the residential real estate market and the
economy in general, the level and volatility of interest rates, as
well as certain other risks described in this report.  Subsequent
written and oral forward looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in
their entirety by cautionary statements in this paragraph and
elsewhere described in this Form 10-K.




Item 8.  Financial Statements and Supplementary Data




      Table of Contents to Consolidated Financial Statements



                                                              Page
                                                              ----

Report of Independent Certified Public Accountants             27      
      
Consolidated Financial Statements:

   Balance Sheets - July 31, 1996 and 1995                     28
               
   Statements of Operations -
      Years Ended July 31, 1996, 1995 and 1994                 29

   Statements of Stockholders' Equity - 
      Years Ended July 31, 1996, 1995 and 1994                 30  

   Statements of Cash Flows -
      Years Ended July 31, 1996, 1995 and 1994                 31
                  
   Notes to Consolidated Financial Statements                32-42   











                                   
      Schedules are omitted because the amounts are not material
           or such required disclosures are set forth in the
        consolidated financial statements or the notes thereto.










        REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                                 


To the Board of Directors
  of Hilcoast Development Corp.
Boca Raton, Florida

We have audited the accompanying consolidated balance sheets of
Hilcoast Development Corp. and subsidiaries as of July 31, 1996 and
1995 and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years in
the period ended July 31, 1996.  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 generally accepted
auditing standards.  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 Hilcoast Development Corp. and subsidiaries at July 31,
1996 and 1995, and the results of their operations and their cash
flows for each of the three years in the period ended July 31, 1996
in conformity with generally accepted accounting principles.




                         BDO SEIDMAN, LLP


Miami, Florida
September 20, 1996








HILCOAST DEVELOPMENT CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)


                                                  July 31,
                                             ------------------ 
            ASSETS (Note 4)                    1996       1995
           ---------------                   -------    -------
Cash:
  Unrestricted                               $    21    $    46
  Restricted                                     773        764
Inventories and properties held
  for development and sale (Note 2)           30,234     35,383
Property and equipment, net of
  accumulated depreciation (Note 3)           19,754     19,110
Prepayments and other assets                   2,813      2,834
                                             -------    -------
                                             $53,595    $58,137
                                             =======    =======
            LIABILITIES
            -----------

Borrowings  (Note 4)                         $45,348    $48,611
Accounts payable, accruals and
  other liabilities                            3,993      4,680
Deposits, principally from customers           2,033      1,933
Deferred income taxes (Note 5)                   386        640
                                             -------    -------
       Total liabilities                      51,760     55,864
                                             -------    -------

Contingencies  (Note 7)


       STOCKHOLDERS' EQUITY
            (Note 8)
       --------------------

10% Cumulative Peferred Stock; $1,000 
  stated value; shares authorized
  10,000; none outstanding                         -          -
Common Stock; $.01 par; shares authorized
  6,000,000;  outstanding 2,362,320               24         24
Additional paid-in capital                     2,481      2,481
Deficit                                         (670)      (232)
                                             -------    -------
       Total stockholders' equity              1,835      2,273 
                                             -------    -------
                                             $53,595    $58,137
                                             =======    =======   
  


See accompanying notes to consolidated financial statements.


HILCOAST DEVELOPMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share data)

                                         Year Ended July 31,
                                   -------------------------------
                                      1996       1995      1994
Revenues:                          ---------  ---------  ---------
  Sales:
    Condominium apartments          $30,917    $37,340    $35,992
    Land and other                      367      2,918        926
  Recreation and maintenance fees     8,263      7,541      6,807
  Other  (Note 6)                     3,483      3,514      3,511
                                    -------    -------    -------
                                     43,030     51,313     47,236
                                    -------    -------    -------
Expenses:
  Cost of sales:
    Condominium apartments           26,678     30,717     30,682
    Land and other                      282      2,670        784
  Operating costs                     7,569      7,337      6,936
  Interest:
    Incurred                          5,318      5,158      4,870
    Capitalized                      (2,959)    (3,387)    (3,208)
  Depreciation                        1,279      1,255      1,205
  Selling and marketing               3,838      4,245      3,597
  General and administrative          1,700      2,335      1,858
                                    -------    -------    -------
                                     43,705     50,330     46,724
                                    -------    -------    -------

Income (loss) before income tax
  expense (benefit)                    (675)       983        512
Income tax expense (benefit)
  (Note 5)                             (237)       378        223  
                                    -------    -------    -------
Net income (loss)                      (438)       605        289
Preferred stock dividends                -         333        500
                                    -------    -------    -------
Net income (loss) available
  for common stockholders          ($   438)   $   272    ($  211)
                                    =======    =======    =======
Net income (loss) per common share:
  Primary and fully diluted           ($.19)      $.11      ($.09)
                                    =======    =======    =======
Average common shares 
  considered outstanding:
    Primary and fully diluted      2,362,320  2,506,562  2,352,320
                                   =========  =========  =========

See accompanying notes to consolidated financial statements.  



HILCOAST DEVELOPMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)   


                                                  Additional
                               Preferred  Common   Paid-In
                                 Stock     Stock   Capital    Deficit
                               ---------  ------  ----------  -------

Balances, July 31, 1993         $5,000     $ 24     $2,466     ($293)     

Preferred Stock dividends            -        -          -      (500)

Net income for the year
  ended July 31, 1994                -        -          -       289
                                --------  ------   --------   -------

Balances, July 31, 1994          5,000       24      2,466      (504)

Preferred Stock dividends            -        -          -      (333)

Redemption of Preferred
  Stock                         (5,000)       -          -         -

Issuance of 10,000 shares
  of Common Stock pursu-
  ant to Stock Option Plan           -        -         15         -

Net income for the year
  ended July 31, 1995                -        -          -       605
                                -------   ------    -------   -------

Balances, July 31, 1995              -       24      2,481      (232)

Net loss for the year
  ended July 31, 1996                -        -          -      (438)
                                -------   ------    -------   -------

Balances, July 31, 1996         $    -    $  24     $2,481   ($  670)
                                =======   ======    =======   ======
 
















See accompanying notes to consolidated financial statements.



HILCOAST DEVELOPMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) 
                                                        Year Ended July 31,
                                                   ----------------------------
                                                     1996      1995      1994
                                                  --------  --------  --------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                               ($  438)  $   605   $   289
  Adjustments to reconcile net income (loss) to
    net cash provided by operating activities:
      Depreciation                                  1,279     1,255     1,205
      Deferred income tax expense (benefit)          (254)      283       223
      Changes in assets and liabilities:
        Decrease in inventories and properties
          held for development and sale             5,149     5,085        33
        (Increase) decrease in restricted cash         (9)      416     1,085
        Decrease in prepayments and other assets       21       243        14
        (Decrease) increase in accounts payable,
          accruals and other liabilities             (687)     (511)    1,573
        Increase (decrease) in deposits               100      (597)      348
                                                   -------  --------  --------
Net cash provided by operating activities           5,161     6,779     4,770
                                                   -------  --------  --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment              (1,923)     (504)     (699) 
                                                   -------  --------  --------
Net cash used by investing activities              (1,923)     (504)     (699)
                                                   -------  --------  --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from borrowings:
    CV Reit                                        17,868    22,235    20,930
    Other                                             350     2,381        84
  Repayments on borrowings:
    CV Reit                                       (20,685)  (22,580)  (21,559)
    Other                                            (796)   (8,062)   (3,047)
  Cash dividends paid on Preferred Stock                -      (375)     (500)
  Proceeds on issuance of Common Stock                  -        15         -
                                                   -------  --------  --------
Net cash used by financing activities              (3,263)   (6,386)   (4,092)
                                                   -------  --------  --------

Net decrease in unrestricted cash during year         (25)     (111)      (21)  
Unrestricted cash at beginning of year                 46       157       178
                                                   -------  --------  --------
Unrestricted cash at end of year                   $   21    $   46    $  157
                                                   =======  ========  ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the year for:        
    Interest                                       $5,331    $5,079    $4,814
                                                   =======  ========  ========
    Income taxes                                   $  211    $    5    $    -
                                                   =======  ========  ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH
  FINANCING ACTIVITIES:
    Redemption of Preferred Stock in exchange
      for note payable                             $    -    $5,000    $    -
                                                   =======  ========  ========

See accompanying notes to consolidated financial statements.


HILCOAST DEVELOPMENT CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of
Hilcoast Development Corp. and all wholly-owned subsidiaries (the
"Company").  Significant intercompany balances and transactions
have been eliminated in consolidation.


     Business


The Company is engaged in the design, development, construction,
marketing and sale of condominium apartments at Century Village at
Pembroke Pines ("Century Village"), an adult condominium project in
southeast Florida, the operation of the recreation facilities
located at the project ("Recreation Facilities") and certain other
real estate related businesses.

The Company is also engaged in the development and sale of single
family homesites in a golf course community known as Glen Abbey in
Volusia County, Florida.


     Revenue Recognition


Revenues from sales of real estate are recognized when closings
have occurred and minimum down payment and other criteria are
satisfied in accordance with generally accepted accounting
principles governing profit recognition for real estate
transactions.

Purchasers of Century Village condominium apartments lease certain
of the Recreation Facilities under a 50 year lease arrangement. 
Rents from these facilities are accounted for under the operating
method.


     Restricted Cash


Restricted cash principally consists of escrow deposits received
from purchasers of condominium apartments and in connection with
the Company's real estate brokerage activities.


     Inventories and Properties Held for Development and Sale

Inventories and properties held for development and sale are stated
at the lower of cost or estimated net realizable value.  Interest,
real estate taxes and similar costs are capitalized to land and
construction costs during the development and construction period
and are amortized to cost of sales as closings occur.


     Selling and Marketing Costs

Selling and marketing costs associated with Century Village are
capitalized and amortized as related closings occur and revenues
are recognized.


     Property, Equipment and Depreciation

Property and equipment, principally consisting of the Recreation
Facilities, is stated at cost.  Major renewals and improvements are
capitalized while replacements, maintenance and repairs not
extending or improving the useful lives of assets are expensed as
incurred.  Depreciation is provided principally under the straight-line
method over the estimated useful lives ranging from 3 to 40
years.  Depreciation on certain construction related assets is
capitalized and amortized to cost of sales as closings occur.


     Income Taxes

Income taxes are provided under the liability method in accordance
with Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes.

The provision for income taxes includes deferred taxes resulting
from temporary differences in the bases of assets and liabilities
for tax and financial reporting purposes.


     Net Income (Loss) Per Common Share

Net income (loss) per common share is computed by dividing net
income less Preferred Stock dividends by the weighted average
number of common shares outstanding during the year, and is
adjusted for the assumed conversion of shares issuable upon
exercise of stock options, after the assumed repurchase of common 
shares with the related proceeds.   Stock options have not been
included in the calculation for the years ended July 31, 1996 and
1994 as the effect would have been anti-dilutive.  For the year
ended July 31, 1995, 260,000 shares (equivalent to 144,435 shares
using the treasury stock method) issuable upon exercise of options
previously granted, have been treated as outstanding.  These
additional shares were included in the calculation of net income
per common share because such options were exercisable at prices
below the current market price. 


     Statements of Cash Flows

For purposes of the statements of cash flows, the Company considers
all unrestricted highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents.

     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 the
reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

     Financial Instruments     

The carrying amounts of financial instruments including accounts
payable and borrowings approximated fair value.

     Recently Issued Accounting Pronouncements

The Financial Accounting Standards Board recently issued SFAS
No.121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of, which the Company will be
required to implement for its fiscal year ending July 31, 1997.  
The statement requires that long-lived assets must be reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount of the asset may not be recoverable.  If
the sum of the expected future cash flows (undiscounted and without
interest charges) from an asset to be held and used is less than
the carrying value of the asset, an impairment loss must be
recognized in the amount of the difference between the carrying
value and fair value.  Assets to be disposed must be valued at the
lower of carrying value or fair value less costs to sell.

Management believes that if this standard were to be implemented
currently, there would not be an impairment loss; however, until it
is implemented, management will periodically reassess the Company's
situation in relation to SFAS No.121.

In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting No. 123 "Accounting for Stock-Based
Compensation".  SFAS 123 allows companies to continue to
account for their stock option plans in accordance with APB Opinion
25 but encourages the adoption of a new accounting method which
requires the recognition of compensation expense based on the
estimated fair value of employee stock options.  Companies electing
not to follow the new fair value based method for stock options are
required to provide expanded footnote disclosures, including pro
forma net income and earnings per share.  The Company expects to
continue to account for its stock option plans in accordance with
APB Opinion 25 and provide supplemental disclosures as required by
SFAS 123.


(2) INVENTORIES AND PROPERTIES HELD FOR DEVELOPMENT AND SALE

Inventories and properties held for development and sale consist of
the following (in thousands):

                                                    July 31,
                                               ------------------ 
                                                 1996      1995
   Century Village:                            -------    -------
     Land under development for
       condominium buildings                   $11,499    $16,041
     Condominium buildings completed
       or under construction                    14,197     15,243
     Capitalized interest                        1,972      1,643
                                               -------    -------
                                                27,668     32,927
   Land under development, Volusia
     County, Florida (Glen Abbey)                2,566      2,456
                                               -------    -------
                                               $30,234    $35,383
                                               =======    =======

Substantially all inventories and properties held for development
and sale are pledged as collateral for indebtedness (Note 4).


(3)  PROPERTY AND EQUIPMENT

Major classifications of property and equipment are as follows
(in thousands):

                                                  July 31,
                                             ------------------
                                               1996       1995
                                             -------    -------
Recreation Facilities                        $21,205    $19,258
Commercial buildings and improvements          1,438      1,410
Machinery and equipment, primarily
  used in construction                         1,501      1,385
Golf course and golf course clubhouse          1,237      1,228
                                             -------    -------
                                              25,381     23,281
Less accumulated depreciation                  5,627      4,171
                                             -------    -------
                                             $19,754    $19,110
                                             =======    =======

Substantially all property and equipment is located in Century
Village and pledged as collateral for indebtedness (Note 4).


(4) BORROWINGS

Borrowings, substantially consisting of mortgage notes
collateralized by all major assets of the Company, are summarized
as follows  (in thousands):

                                                  July 31,
                                             ------------------
                                               1996       1995
Mortgage notes payable                       -------    -------
  to CV Reit, Inc. ("CV Reit")
  (Note 4(a)):
    Term Loan                                $25,000    $26,477
    Lines of Credit                           13,415     12,140
    Preferred Stock Redemption Note            5,000      5,000
    Recreation Facilities Note                    -       1,700
    Land Acquisition Note                        564      1,350
    Glen Abbey Note                            1,320      1,449
                                             -------    -------
                                              45,299     48,116
                                             -------    -------
Levy Note  (Note 4(b))                            -         390
Other                                             49        105
                                             -------    -------
                                                  49        495
                                             -------    -------
                                             $45,348    $48,611
                                             =======    =======
(a)  CV Reit

     Term Loan/Lines of Credit

At July 31, 1996, the Company's loan agreement with CV Reit (the
"Loan Agreement") primarily consisted of a term loan (the "Term
Loan") and $15 million revolving lines of credit (the "Lines of
Credit").  The Term Loan and $7.5 million of the Lines of Credit
bear interest, payable monthly, at prime (8.25% at July 31, 1996)
plus 3%, but in any event not less than 9% nor more than 11%, and
mature on July 31, 1998, except as described below with respect to
the conversion of the Term Loan.  The remaining $7.5 million of the
Lines of Credit bears interest, payable monthly, as follows:  (i)
$3 million at prime plus 3%, with a floor of 11%, which matures on
May 31, 1997;  (ii) $2.5 million at 12.5% of which $2 million
matures on February 28, 1987 and $.5 million on May 31, 1997; and
(iii) $2 million at 12% which matures on November 30, 1996. 
Specific release prices, principally for the condominium apartments
at Century Village, are required to be applied as permanent
reductions of the Lines of Credit.  The amount of available funds
under the Lines of Credit is limited based on available collateral,
as defined.  The Term Loan and Lines of Credit are collateralized
by all major assets of the Company.
 
Upon the earlier to occur of delivery of the last unit at Century
Village or July 31, 1998, the Term Loan will be converted to an
11%, fixed rate, 25 year self-amortizing loan providing for equal
monthly payments of principal and interest (the "Permanent Loan"). 
The Permanent Loan will be collateralized by the Recreation
Facilities and may not be prepaid without incurring a prepayment
penalty equal to the greater of 5% of the amount prepaid or an
amount determined pursuant to a formula based upon the yield of
certain U.S. Treasury Issues.   

Until the Permanent Loan is satisfied in full, the wholly-owned
subsidiary of the Company which owns the Recreation Facilities will
not be permitted to incur or guarantee additional debt financing,
except for that related to the operation of the Recreation
Facilities.

At July 31, 1996, there was approximately $300,000 outstanding in
letters of credit issued by CV Reit to municipalities in connection
with certain of the Company's development requirements at Century
Village and Glen Abbey.  In addition, a $1.5 million letter of
credit has been issued by a bank for the benefit of the State of
Florida, guaranteed by CV Reit, which allows the Company to utilize
up to that amount of customer deposits previously required to be
held in restricted escrow accounts.

   Preferred Stock Redemption Note

In March 1995, the Company redeemed its $5 million 10% Cumulative 
Preferred Stock owned by CV Reit, in exchange for a $5 million note
payable to CV Reit, which is collateralized by the Recreation
Facilities, bears interest, payable quarterly, at 10% and matures
on July 31, 1998.

   Land Acquisition Note

In connection with the acquisition in August 1993 of land adjacent
to Century Village, the Company issued a $1.35 million note to CV
Reit, which is collateralized by the acquired land, bears interest,
payable monthly, at 12%, matures on July 31, 1998 and provides for
specific release prices based on sales of condominium apartments.

   Glen Abbey Note

The Glen Abbey Note is collateralized by the unsold homesites at
the Glen Abbey project, bears interest, payable monthly, at prime
plus 3%, but in no event less than 9% nor more than 11%, matures on
December 31, 1997 and is recourse to the extent of the Company's
guarantee of the first $1.5 million principal of the note. 
Payments of principal are based on release prices for the
homesites. 

(b)  Levy Note

The Company and H. Irwin Levy have entered into an unsecured
revolving credit agreement ("Levy Note") allowing the Company to
borrow up to $750,000 from Mr. Levy in the event the Company's
availability under the CV Reit Lines of Credit does not exceed
$50,000.  The Levy Note bears interest, payable monthly, at prime
plus 1/2% and matures on May 1, 1997, as extended.  

Mr. Levy is the Chairman of the Board and Chief Executive Officer
of the Company and is a principal stockholder of CV Reit.

(c)  Maturities

Scheduled and estimated maturities of the Company's borrowings are
as follows (in thousands):

          Year ended July 31,
              1997                     $ 6,768   
              1998                      12,740 
              1999                         440 
              2000                         463
              2001                         489
              Thereafter                24,448
                                       -------
                                       $45,348
                                       =======

(5)   INCOME TAXES

(a)  The provision for income taxes is as follows:

                                        July 31,
                                 ----------------------
                                  1996    1995    1994
        Current:                 ------  ------  ------
          Federal                 $ 14    $ 93    $  -
          State                      3       2       -
                                  ----    ----    ----
                                    17      95       -
        Deferred:                 ----    ----    ----
          Federal                 (217)    235     190
          State                    (37)     48      33
                                  ----    ----    ----
                                  (254)    283     223
                                  ----    ----    ----
                                 ($237)   $378    $223
                                  ====    ====    ====


 
(b) Income tax expense differs from the amount computed by
    multiplying income before income tax expense by the statutory
    federal income tax rate principally due to state income taxes.


(c) The approximate effect of temporary differences and carry-forwards
    that gave rise to deferred tax assets and liabilities were as
    follows (in thousands):

                                                    July 31,
                                                 --------------
                                                  1996    1995
     Deferred tax liabilities:                   ------  ------
       Differences in reporting selling and
         marketing expense for tax purposes      $  746  $  725
       Differences in reporting interest
         expense for tax purposes                   241     166
       Excess tax over book depreciation            191     199
       Other                                         15       -
                                                 ------  ------
                                                  1,193   1,090
                                                 ------  ------
    Deferred tax assets:
       Differences in reporting inventory
         for tax purposes                           (25)     (5)
       Net operating loss carryforward             (673)   (347)
       Alternative minimum tax carryforward        (106)    (93)
       Other                                         (3)     (5)
                                                 ------  ------
                                                   (807)   (450)
                                                 ------  ------
         Net deferred tax liabilities            $  386  $  640
                                                 ======  ======



(d) As of July 31, 1996, the Company had a net operating loss
    carryforward for tax purposes of approximately $1.8 million
    which expires from 2009 through 2011.



(6)   OTHER REVENUES

Other revenues consist of the following (in thousands):






                                                  
                                       Year Ended July 31,
                                     ------------------------
                                      1996     1995     1994
                                     ------   ------   ------
 
      Golf course operations         $1,090   $1,081   $1,149
      Real estate brokerage           1,004    1,028      843
      Social program activities         591      562      515
      Title insurance agency            371      413      447
      Consulting fees (a)               143      120      120
      Other                             284      310      437
                                     ------   ------   ------
                                     $3,483   $3,514   $3,511
                                     ======   ======   ======

________
(a) Effective July 31, 1992, the Company and CV Reit entered into
    a consulting and advisory agreement under which the Company
    provides investment, advisory, consulting and administrative
    services to CV Reit, excluding matters related to the Company's
    indebtedness to CV Reit.  The agreement, which originally
    expired on July 31, 1994, has been extended to July 31, 1997,
    provides for payment of monthly fees of $10,000 plus
    reimbursement of out of pocket expenses, and may be terminated
    upon 180 days notice by the Company and upon 30 days notice by
    CV Reit.


(7) CONTINGENCIES

(a) On September 16, 1993, the Company filed a Complaint in the
    Circuit Court, Seventh Judicial Circuit, in and for Volusia
    County, Florida, seeking unspecified damages against a utility
    company, claiming inverse condemnation and trespass at the
    Company's Glen Abbey project.  On March 18, 1994, the Court
    granted a Motion for Summary Judgment holding the defendant
    liable for trespass and inverse condemnation.  On April 5,
    1995, the Court vacated the Summary Judgment and in February
    1996, the Court ruled that the Company is not entitled to
    recovery under the theory of inverse condemnation.  The
    trespass claims, which include a claim for damages caused by
    flooding, have not been tried and no trial date has been set. 
    The Company has appealed the Court's decision.  If the
    Appellate Court reverses the order, the inverse condemnation
    damages claim would be remanded to the Circuit Court.  The
    Company also expects to pursue its trespass claim.

    The Company is unable to predict the outcome of an appeal or
    the amount of damages, if any, which may be awarded to the
    Company on either the trespass or inverse condemnation claims. 
    In addition, any award of damages to the Company will be
    subject to appeal by the defendant and, accordingly, there can
    be no assurance that the Company will ultimately recover any
    damages.

(b) The Company is subject to various claims, complaints and
    performance guarantees in the ordinary course of operations,
    including obligations relating to performance and maintenance
    bonds (or letters of credit in lieu thereof), completion of the
    Recreation Facilities, subsidies for condominium associations,
    and condominium owner warranties.

In Management's opinion, the ultimate outcome of the aforementioned
matters will not have a material adverse effect on the Company's
financial condition.

(8) STOCK OPTION PLAN

The Company has two stock option plans:  (i) the 1992 Stock Option
Plan (the "1992 Plan"); and (ii) the 1995 Stock Option Plan (the
"1995 Plan").  The Company has  reserved 300,000 shares of Common
Stock for issuance under each plan, of which options to purchase
285,000 shares and 40,000 shares, respectively, have been granted
(at option prices equal to or exceeding fair market value at date
of grant) to various directors and officers of the Company,
generally becoming exercisable commencing two or three years from
date of grant and expiring seven or ten years from date of grant. 
A summary of changes in common stock options follows:

                                     Number of    Option
                                       Shares      Price
                                     ---------  -----------
1992 Plan

Outstanding at July 31, 1992          250,000   $1.50-$4.00
Granted during fiscal 1993             35,000   $2.63-$4.00
                                      -------
Outstanding at July 31, 1993
   and 1994                           285,000   $1.50-$4.00
Exercised during fiscal 1995          (10,000)  $1.50
                                      -------

Outstanding at July 31,
  1995 and 1996                       275,000   $1.50-$4.00
                                      =======
Exercisable at July 31:
   1996                               269,000   $1.50-$4.00
                                      =======
   1995                               215,000   $1.50-$4.00
                                      =======
   1994                               101,500   $1.50
                                      =======



                                     Number of    Option
                                       Shares      Price
                                     ---------  -----------
1995 Plan

Granted during fiscal 1996 and
  outstanding at July 31, 1996         40,000   $4.38
                                      =======
Exercisable at July 31, 1996              -
                                      =======



(9)  RECENT DEVELOPMENT - PROPOSED MERGER

On August 12, 1996, the Company's Board of Directors received an
unsolicited proposal from Mr. Levy, contemplating a merger of the
Company and a newly formed acquisition company to be organized by
Mr. Levy, pursuant to which each of the Company's outstanding
shares of Common Stock would be converted into $6.00 cash.  A
special independent committee of the Board has been appointed to
consider the proposal and in connection therewith, has engaged
financial and legal advisors.

The proposed merger is subject to approval of the Company's Board
of Directors and shareholders and a number of other material
conditions, including negotiation of a definitive agreement and
compliance with all applicable regulatory and governmental
requirements.  Accordingly, there can be no assurance that the
proposed merger will be consummated.





















Item 9.  Changes in and Disagreements With Accountants
         on Accounting and Financial Disclosure
    

                      None




                             PART III




Item 10.  Directors and Executive Officers of the Registrant

For information concerning this item, see the text under the
caption "Election of Directors" and "Management" in the Company's
definitive Proxy Statement (the "Proxy Statement") to be filed with
respect to the Company's 1996 Annual Meeting of Stockholders, which
information is incorporated herein by reference.


Item 11.  Executive Compensation

For information concerning this item, see the text and tables under
the caption "Executive Compensation", "Report on Compensation" and
the graph under the caption "Performance Graph", in the Proxy
Statement, which information is incorporated herein by reference.



Item 12.  Security Ownership of Certain Beneficial Owners
          and Management

For information concerning this item, see the table and text of
"Security Ownership" and "Management" in the Proxy Statement, which
information is incorporated herein by reference.


Item 13.  Certain Relationships and Related Transactions

For information concerning this item, see the text under the
caption "Certain Transactions" in the Proxy Statement, which
information is incorporated herein by reference.









                             PART IV



Item 14.  Exhibits, Financial Statement Schedules
          and Reports on Form 8-K



(a) (1)   List of Consolidated Financial Statements:

          Report of Independent Certified Public Accountants

          Consolidated Balance Sheets - July 31, 1996 and 1995

          Consolidated Statements of Operations -
             Years Ended July 31, 1996, 1995 and 1994

          Consolidated Statements of Stockholders' Equity -
             Years Ended July 31, 1996, 1995 and 1994

          Consolidated Statements of Cash Flows -
             Years Ended July 31, 1996, 1995 and 1994

          Notes to Consolidated Financial Statements


    (2)   List of Consolidated Financial Statement Schedules:

                            None



    (3)   List of Exhibits:


 (3)(i)    Restated Certificate of  Incorporation of Hilcoast
           Development Corp.  (Incorporated by reference to
           Exhibit 3(a) to Form 10 Registration Statement as
           filed with the Commission on August 12, 1992.)

 (3)(ii)   Certificate of Amendment to Certificate of
           Incorporation of Hilcoast Development Corp., approved
           by stockholders on December 18, 1995 and filed with
           the State of Delaware on January 22, 1996. 
           (Incorporated by reference to Exhibit 3(i) to the
           Quarterly Report on Form 10-Q of the Company for the
           quarter ended January 31, 1995.)



 (3)(iii)  Certificate of Amendment to Certificate of
           Incorporation of Hilcoast Development Corp., filed
           with Secretary of State of Delaware on September 24,
           1992.  (Incorporated by reference to Exhibit 3(c) to
           Amendment No.1 to Form S-1 Registration Statement.)

 (3)(iv)   By-Laws of Hilcoast Development Corp. (Incorporated by
           reference to Exhibit 3(b) to Form 10 Registration
           Statement as filed with the Commission on  August 12,
           1992.)

 (4)(i)    Specimen Common Stock Certificate of Hilcoast
           Development Corp.  (Incorporated by reference to
           Exhibit 4(a) to Form 10 Registration Statement as
           filed with the Commission on August 12, 1992.)

 (10)(i)   Consulting and Advisory Agreement, dated July 31,
           1992, between CV Reit, Inc. and Hilcoast Development
           Corp.  (Incorporated by reference to Exhibit 10(a) to
           Form 10 Registration Statement as filed with the
           Commission on August 12, 1992.)

 (10)(ii)  Restated Loan Agreement, dated July 31, 1992, between
           CV Reit, Inc. and Cenvill Development Corp. and
           certain subsidiaries and affiliates thereof. 
           (Incorporated by reference to Exhibit 10(b) to Form 10
           Registration Statement as filed with the Commission on
           August 12, 1992.)

 (10)(iii) Loan Agreement, dated June 6, 1991, between CV Reit,
           Inc. and Cenvill Development Corp. and certain
           subsidiaries and affiliates thereof.  (Incorporated by
           reference to Exhibit (10)(iii) to the Annual Report on
           Form 10-K of the Company for the fiscal year ended
           July 31, 1993.)  

 (10)(iv)  Revolving Credit and Term Loan Agreement, dated July
           3, 1990, between CV Reit, Inc., Cenvill Development
           Corp. and certain subsidiaries and affiliates thereof. 
           (Incorporated by reference to Exhibit (10)(v) to the
           Annual Report on Form 10-K of the Company for the
           fiscal year ended July 31, 1993.)  

 (10)(v)   1992 Stock Option Plan of Hilcoast Development Corp. 
           (Incorporated by reference to Exhibit 10(j) to Form 10
           Registration Statement as filed with the Commission on
           August 12, 1992.)

 (10)(vi)  Proposal for the Acquisition of Certain Assets, dated
           June 19, 1992, by and among CV Reit, Inc., Cenvill
           Development Corp. and certain subsidiaries and
           affiliates thereof.  (Incorporated by reference to
           Exhibit 10(k) to Form 10 Registration Statement as
           filed with the Commission on August 12, 1992.)

 (10)(vii) Order granting Motion of Debtor's [sic] for Approval
           of Sale of Assets dated July 17, 1992.  (Incorporated
           by reference to Exhibit 10(l) to Form 10 Registration
           Statement as filed with the Commission on August 12,
           1992.)

 (10)(viii) $1.35 million Promissory Note, dated August 27, 1993,
            from NewCen Communities, Inc. to CV Reit, Inc.;
            Mortgage Deed securing such Note; Addendum to Mortgage
            Deed and side letter between NewCen Communities, Inc.
            and CV Reit, Inc.  (Incorporated by reference to
            Exhibit (10)(xiv) to the Annual Report on Form 10-K of
            the Company for the fiscal year ended July 31, 1993.) 
                                  

 (10)(ix)  $3.0 million Promissory Note, dated September 30,
           1993, from NewCen Communities, Inc. to CV Reit, Inc.;
           Mortgage Deed securing such Note; Rider to Mortgage
           Deed and side letter between NewCen Communities, Inc.
           and CV Reit, Inc.  (Incorporated by reference to
           Exhibit (10)(xv) to the Annual Report on Form 10-K of
           the Company for the fiscal year ended July 31, 1993.)
   
 (10)(x)   Form of Indemnification Agreement between Hilcoast
           Development Corp. and each of its  Directors and
           Executive Officers.  (Incorporated by reference to
           Exhibit 10(u) to Form 10 Registration Statement as
           filed with the Commission on August 12, 1992.)


 (10)(xi)  Employment Letters, each dated September 18, 1992,
           between Hilcoast Development Corp. and each of its
           Executive Officers, Michael S. Rubin, Jack Jaiven,
           Harold Cohen, Michael A. Rich, James A. Geddes and
           Antoinette Gleeson.  (Incorporated by reference to
           Exhibit 10(w) to Form 10 Registration Statement as
           filed with the Commission on August 12, 1992.)

 (10)(xii) $2.5 million Future Advance Promissory Note, dated as
           of September 15, 1994, from NewCen Communities, Inc.
           to CV Reit, Inc.; Notice and Agreement of Future
           Advance and side letter between NewCen Communities,
           Inc. and CV Reit, Inc.  (Incorporated by reference to
           Exhibit 10(xxviii) to the Annual Report on Form 10-K
           of the Company for the fiscal year ended July 31,
           1994.)



(10)(xiii) $750,000 Promissory Note, dated as of September 15,
           1994, from NewCen Communities, Inc. to H. Irwin Levy
           and side letter between NewCen Communities, Inc. and
           H. Irwin Levy.  (Incorporated by reference to Exhibit
           10(xxix) to the Annual Report on Form 10-K of the
           Company for the fiscal year ended July 31, 1994.)

(10)(xiv)  Agreement to Sell Real Estate, dated July 14, 1993,
           First Amendment to Agreement to Sell Real Estate dated
           August 2, 1993, between NewCen East, Inc. and Tract F
           Land, Inc., and Assignment of these agreements from
           NewCen East, Inc. to NewCen Communities, Inc., dated
           August 3, 1993.  (Incorporated by reference to Exhibit
           (10)(xxvii) to the Annual Report on Form 10-K of the
           Company for the fiscal year ended July 31, 1993.)

(10)(xv)   Letter Agreement, dated February 6, 1995, from CV
           Reit, Inc. to NewCen Communities, Inc. extending the
           maturity date of the following note to July 31, 1996: 
           $2.5 million Future Advance Promissory Note dated
           September 15, 1994 from NewCen Communities, Inc. in
           favor of CV Reit, Inc. (Incorporated by reference to
           Exhibit 10(i) to the Quarterly Report on Form 10-Q of
           the Company for the quarter ended January 31, 1995.)

(10)(xvi)  Letter Agreement, dated February 6, 1995, from CV
           Reit, Inc. to NewCen Communities, Inc., extending the
           maturity date of the following note, as previously
           extended, to December 31, 1996:  $3 million Promissory
           Note dated September 30, 1993 from NewCen Communities,
           Inc. in favor of CV Reit, Inc., as extended by certain
           letter agreement dated September 30, 1994. 
           (Incorporated by reference to Exhibit 10(ii) to the
           Quarterly Report on Form 10-Q of the Company for the
           quarter ended January 31, 1995.)

(10)(xvii) Letter Agreement, dated February 17, 1995, between
           NewCen Communities, Inc. and CV Reit, Inc., advancing
           an additional $2 million under the existing
           Construction Loan.  (that certain Promissory Note in
           the original principal amount of $3 million dated
           September 30, 1993 from NewCen Communities, Inc. in
           favor of CV Reit, Inc.).  (Incorporated by reference
           to Exhibit 10(i) to the quarterly report on Form 10-Q
           of the Company for the quarter ended April 30, 1995.)

(10)(xviii) $5 million Promissory Note, dated March 31, 1995, from
            C.V.P. Community Center, Inc. to Hilcoast Development
            Corp. and Mortgage Deed securing such Note. 
            (Incorporated by reference to Exhibit 10(ii) to the
            quarterly report on Form 10-Q of the Company for the
            quarter ended April 30, 1995.)

(10)(xix)  Allonge, dated March 31, 1995, which assigns the $5
           million Promissory Note, dated March 31, 1995, from
           Hilcoast Development Corp. to CV Reit, Inc. 
           (Incorporated by reference to Exhibit 10(iii) to the
           quarterly report on Form 10-Q of the Company for the
           quarter ended April 30, 1995.)

(10)(xx)   Extension Agreement, dated April 28, 1995, extending
           the maturity date of the following Note to May 1,
           1996:  $750,000 Promissory Note, dated September 15,
           1994, from NewCen Communities, Inc. to H. Irwin Levy. 
           (Incorporated by reference to Exhibit 10(iv) to the
           quarterly report on Form 10-Q of the Company for the
           quarter ended April 30, 1995.)

(10)(xxi)  Second Extension Agreement, dated May 1, 1996,
           extending the maturity date of the following Note to
           May 1, 1997:  $750,000 Promissory Note, dated
           September 15, 1994, from NewCen Communities, Inc. to
           H. Irwin Levy.  (Incorporated by reference to Exhibit
           10(i) to the quarterly report on Form 10-Q of the
           Company for the quarter ended April 30, 1996.) 

(10)(xxii) $4 million Promissory Note dated August 11, 1995, from
           NewCen Communities, Inc. to CV Reit, Inc., Mortgage
           Securing such Note and side letters between NewCen
           Communities, Inc. and CV Reit, Inc.

(10)(xxiii) Letter Agreement dated August 11, 1995, from CV Reit,
            Inc. to NewCen Communities, Inc. extending the
            maturity date of the following Note to May 31, 1997: 
            $3 million Promissory Note dated September 30, 1993
            from NewCen Communities, Inc. in favor of CV Reit,
            Inc.

(10)(xxiv) Letter Agreement dated August 11, 1995 from CV Reit,
           Inc. to NewCen Communities, Inc. extending the
           maturity date of the following Note to May 31, 1997: 
           $2.5 million Future Advance Promissory Note dated
           September 15, 1994 from NewCen Communities, Inc. to CV
           Reit, Inc.

(10)(xxv)  Letter Agreements between Hilcoast Advisory Services,
           Inc. and CV Reit, Inc., dated July 11, 1994 and August
           3, 1995, extending the Consulting and Advisory
           Agreement to July 31, 1995 and July 31, 1996,
           respectively.

(10)(xxvi) Letter Agreement between Hilcoast Advisory Services,
           Inc. and CV Reit, Inc., dated July 12, 1996, extending
           the Consulting and Advisory Agreement to July 31,
           1997.
 
(10)(xxvii) 1995 Stock Option Plan of Hilcoast Development Corp.
            (Incorporated by reference to the Company's 1995
            Definitive Proxy Statement.)

(10)(xxviii) Letter from H. Irwin Levy to the Board of Directors,
             dated August 9, 1996, contemplating a merger of the
             Company and a newly formed acquisition company to be
             organized by Mr. Levy, pursuant to which each of the
             Company's outstanding shares of Common Stock (other
             than those held by Mr. Levy's acquisition
             corporation) would be converted into $6.00 cash.

(11)       Statement Regarding Computation of Earnings Per Share


(21)       Subsidiaries of Hilcoast Development Corp.


(27)       Financial Data Schedule.



(b)        Reports on Form 8-K:

           No reports on Form 8-K were filed during the quarter
           ended July 31, 1996.




























                            SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the
Securities Exhange Act of 1934, this report has been signed below
by the following person on behalf of the Registrant and in the
capacity and on the date indicated.


                          HILCOAST DEVELOPENT CORP.

                             /s/ Jack Jaiven
Sept. 30, 1996         By:_______________________________________
                          Jack Jaiven, Executive Vice President




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 dates
indicated.

                             /s/ H. Irwin Levy
Sept. 30, 1996         By:________________________________________
                          H. Irwin Levy, Chairman of the Board
                          of Directors (Chief Executive Officer)

  
                             /s/ Michael S. Rubin
Sept. 30, 1996         By:________________________________________
                          Michael S. Rubin, President and Director
                          (Principal Executive Officer)


                             /s/ Jack Jaiven
Sept. 30, 1996         By:_______________________________________
                          Jack Jaiven, Executive Vice President
                          and Director (Principal Financial 
                          Officer and Principal Accounting
                          Officer)


                             /s/ Bernard R. Green
Sept. 30, 1996         By:_______________________________________
                          Bernard R. Green,  Director


                             /s/ Joseph D. Weingard
Sept. 30, 1996         By:_______________________________________
                          Joseph D. Weingard,  Director