SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                              ____________________

                                    FORM 10-K
                              ____________________

[  x  ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act  of  1934.
                   For the fiscal year ended December 31, 1997

[      ]  Transition  Report  Pursuant  to Section 13 or 15(d) of the Securities
Exchange  Act  of  1934.

Commission  file  number                  0-22562
<TABLE>

<CAPTION>

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


<S>                                                  <C>
Indiana . . . . . . . . . . . . . . . . . . . . . .                            35-1880120
---------------------------------------------------  ------------------------------------
(State or other jurisdiction of incorporation). . .  (I.R.S. Employer Identification No.)
9202 North Meridian Street
Indianapolis, Indiana . . . . . . . . . . . . . . .                                 46260
---------------------------------------------------  ------------------------------------
(Address of principal executive offices). . . . . .                            (Zip code)
(317) 843-9514
---------------------------------------------------
Registrant's telephone number, including area code)
---------------------------------------------------
</TABLE>


           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      None

        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                        COMMON SHARES, WITHOUT PAR VALUE
                                (Title of class)

     Indicate  by  check mark whether the registrant (1) has filed all documents
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  the  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.          [  ]

     The  aggregate  market  value of the voting stock held by non-affiliates of
the  registrant  on  March 24, 1998 was approximately $322,660,641.  As of March
24,  1998,  there  were  11,126,229  Common  Shares of the registrant issued and
outstanding.



                       DOCUMENTS INCORPORATED BY REFERENCE
Certain  portions  of  the  documents  listed  below  have  been incorporated by
reference  into  the  indicated  part  of  this  Form  10-K.
Document  Incorporated                                         Part of Form 10-K
--------------------------------------------------------------------------------
Proxy  Statement  for  1997                                             Part III
Annual  Meeting  of  Shareholders
                                     PART I

ITEM  1.    BUSINESS

GENERAL

     Crossmann  Communities,  Inc.  ("Crossmann" or the "Company")  has provided
homes  to  families  in  central  Indiana  since  1973.        Today the Company
operates  in  ten  markets:    Indianapolis,  Lafayette, Ft. Wayne and Columbus,
Indiana;  Columbus,  Cincinnati,  and  Dayton,  Ohio;  Louisville  and Lexington
Kentucky;  and Memphis, Tennessee. Crossmann's homes are targeted to entry-level
and  first  move-up  home  buyers.    The average size of one of Crossmann's new
homes  is  1,400  square  feet,  and  the  average  selling  price  in  1997 was
approximately  $114,000.

      Crossmann  achieved  record  sales  in  1997,  delivering 2,774 new homes,
compared  to 2,068 in 1996. Crossmann also expanded its operations to its newest
markets,  Lexington,  and  Memphis,  through  acquisitions  in these cities, and
enhanced  operations  in  Indianapolis  by  forming a joint venture with another
homebuilding  company  there. Crossmann strengthened its balance sheet through a
secondary  offering  of  shares  in September 1997, adding nearly $30 million in
equity.

     Crossmann has consistently achieved sales and net income growth over recent
years,  having  achieved  a  5-year average compound annual growth in revenue of
over 39%.  The Company's success has been and will continue to be dependent upon
the  following  key  operating  strategies:


     1.    Focused  Market  Approach.  The  Company focuses on affordably priced
entry-level  and  first  move-up  single  family  homes, in markets  the Company
believes have significant and stable long-term demand.  Management believes that
entry-level  housing  generally  allows  high  volume  homebuilders, such as the
Company,  to  build  a  standardized  product.  This  permits  efficiencies  in
construction  and  materials  purchasing  that  can result in high margins.  The
company will continue to focus on providing product lines that address the needs
of  this  market  segment.

     2.   Emphasis on Customer Service.  The Company is committed to providing a
high  level  of  customer  service  as  an integral component of its competitive
strategy.  The Company serves  its customer through the attention  it devotes to
the financial concerns of its customers and by producing a high quality product.

     3.     Market Concentration. The Company currently conducts its business in
nine  Midwestern  markets.    The  Company  believes  that  these  cities  enjoy
relatively  low  unemployment,  diversified  industry,  and  satisfactory
infrastructure.   The Company believes that these characteristics, among others,
make  these  cities  attractive  to employers, which, in turn, create demand for
housing  of  the  type  offered  by the Company.  The Company intends to explore
opportunities  to expand its homebuilding operations to  metropolitan areas that
it  believes  offer  stable  economic  characteristics  similar  to those of its
existing  markets.    The  Company  believes  that  its most effective expansion
opportunities  will  be  in similar markets where it can effectively utilize the
strengths  of  its  operating  strategy.

     In  September  1997,  the  Company  expanded beyond the Midwest through its
acquisition  of  the  Memphis  division  of  Heartland  Homes,  Inc. in Memphis,
Tennessee.    Management  believes  this  market  has  many  of  the  attractive
characteristics  of  the  other  cities  in  which  it  operates.

     4.    Land  Development.   Management believes that the development of land
achieves several strategic objectives by  (i) helping the Company to improve its
profit  margins  by  reducing the cost of the land on which its homes are built;
(ii)  ensuring  the  Company  of an adequate supply and location of lots to meet
market  demand;  (iii) allowing the Company to control the developments in which
it  builds  its  homes;  and  (iv)  allowing  the  Company  to  construct  homes
efficiently  and more cost-effectively by permitting the construction of several
similar  homes  within  the  same  neighborhood  at  the  same  time.


     5.  Stringent Cost Controls. The large number of homes built by the Company
allows  it  to  purchase  both  products  and  services  at  favorable  prices.
Additionally,  the  Company  has  relatively  few  home  designs, enabling it to
significantly  reduce  delays  and  expenses  associated  with  educating
subcontractors  as  to  new  design  requirements.    The  Company  controls its
construction  costs through favorable pricing negotiated with subcontractors due
to  the efficient design of its homes.  The Company believes that its success in
dealing  with  subcontractors can be attributed to the large amount of work each
subcontractor  performs for the Company and from the long-term relationships the
Company  has  with  most  of  its  subcontractors.

MARKETS

     Indianapolis,  Indiana.      Indianapolis  is the capital of Indiana;  as a
result,  federal,  state  and local government offer a source of significant and
stable employment in the city.  According to the Census Bureau, the Indianapolis
metropolitan  statistical  area ("MSA") had an estimated population of 1,476,865
as  of  July  1,  1995,  an increase of 7.0% over 1990.  Indianapolis is a major
center  for  manufacturing,  distribution,  insurance,  and financial and health
services. Major private sector employers include the Allison Engine Company, the
Allison  Transmission division of General Motors, DowElanco, Boehringer Mannheim
Corporation,  Thomson  Consumer  Electronics  and  Eli  Lilly  &  Company. As of
December 31, 1997, metropolitan Indianapolis had an unemployment rate of 2.8% as
compared  to  the  national  average  of  4.9%.  The  city  is  located  at  the
intersection  of  four  major  interstates,  and  one-quarter  of  the  nation's
population  is  within a day's drive.  A $1 billion aircraft maintenance hub for
United  Airlines  has  recently begun operations, and a $62 million express mail
sorting  facility  for  the  U.S.  Postal  Service  has recently been completed.

      Crossmann  delivered more single-family detached homes in the Indianapolis
metropolitan  market than any other homebuilder in 1997.   The Company currently
offers  homes  in 42 communities.  In October 1997, Crossmann entered into a 50%
joint  venture  with another Indianapolis homebuilder, Trinity Homes, Inc.  This
venture,  Trinity  Homes,  LLC,  ("Trinity")  offers  single-family  homes in 26
communities.

     Southern  Indiana.    In  December 1995, the Company opened a new office in
Columbus,  Indiana  to  serve  communities  south  of  Indianapolis  that  have
experienced  job  growth  in recent years.  From this office the Company manages
construction  in  11 communities in Columbus, Bloomington, Franklin, Greensburg,
Seymour,  and  Shelbyville,  Indiana.

     Lafayette,  Indiana.  Lafayette is located approximately 66 miles northwest
of  Indianapolis.    According  to  the  Census  Bureau, the Lafayette MSA had a
population  of  167,879 as of July 1, 1995, an increase of 3.9% over 1990.  West
Lafayette  is  the    home  of  Purdue  University,  which is the city's largest
employer.    Other  major  employers  in the Lafayette metropolitan area include
Subaru-Isuzu  America,  Inc.,  Wabash  National  Corporation, Alcoa, Great Lakes
Chemical  and  A.E. Staley.  As of December 31, 1997, metropolitan Lafayette had
an  unemployment  rate  of  2.5%  as  compared  to the national average of 4.9%.

     Crossmann  delivered  more  single-family  detached  homes in the Lafayette
metropolitan  market than any other homebuilder in 1997.   The Company currently
is  offering  homes  in    5  communities  in  the  Lafayette metropolitan area.

     Ft.  Wayne,  Indiana.    Ft.  Wayne  is the second largest city in Indiana.
According  to  Census  Bureau,  the Ft. Wayne MSA had an estimated population of
471,508  as  of July 1, 1995, an increase of 3.3% over 1990.  As of December 31,
1997,  metropolitan  Ft.  Wayne  had  an unemployment rate of 2.6% compared to a
national average of 4.9%.  Major employers include Lincoln National Corporation,
General  Motors  Truck  and  Bus,  General  Electric,  ITT  Aerospace,  and Dana
Corporation.      Crossmann  offers homes in 12 communities within the Ft. Wayne
MSA.

     Columbus,  Ohio.    Columbus  is the capital of the state of Ohio and, as a
result,  federal,  state  and local government offer a source of significant and
stable employment in the city.  According to the Census Bureau, the Columbus MSA
had a population of 1,437,512 as of July 1, 1995, an increase of 6.8% over 1990.
The  unemployment  rate  for the Columbus MSA for 1997 was 2.6%, which was below
the  national  average  of 4.9%.  Columbus is the home of Ohio State University,
which  has one of the largest single college campus populations in the world and
an  annual  budget that exceeds $1 billion.  Major private employers in Columbus
include  The  Limited, Inc., Nationwide Insurance, Lucent Technologies, Honda of
America, and Banc One Corporation.  The Company currently offers new homes in 24
communities  in  the  Columbus  metropolitan  area.

     Cincinnati,  Ohio.    According  to  the  Census  Bureau,  the  Cincinnati
Consolidated MSA had an estimated population of 1,907,438 as of July 1, 1995, an
increase  of    4.9%  over  1990.  It is a major cultural and recreation center.
Cincinnati  had  an  unemployment  rate  of  3.3% in 1997 compared to a national
average  of  4.9%.   Major employers include U.S. and local government agencies,
Procter  &  Gamble  Co., the University of Cincinnati, the Kroger Co., and  G.E.
Aircraft Engines.  The Cincinnati International Airport is a major hub for Delta
Airlines.    Crossmann offers homes in 10 communities within the Cincinnati MSA.

     Dayton,  Ohio.        According to the Census Bureau, the Dayton MSA had an
estimated  population  of  956,412  as  of July 1,1995, an increase of 0.5% over
1990.   Dayton had an unemployment rate of 3.7% at December 31, 1997 compared to
a  national average of 4.9%.  Major employers include Wright-Patterson Air Force
Base,  General  Motors,  Airborne  Express,  Elder-Beerman Stores, and Navi-Star
International  Trans.  Corp.    Today  the  Company operates in 8 communities in
Dayton.

     Louisville,  Kentucky.    The Louisville MSA had a population of 980,860 in
1990,  and  an   unemployment rate as of December 31, 1997 of 3.1% compared to a
national  average  of 4.9%.  Major employers include UPS, General Electric, Ford
Motor  Co.,  Columbia Health Care, Inc. and Humana.   Crossmann currently offers
homes  in  19  Louisville  communities.

     Lexington,  Kentucky.    In  June  of  1997, Crossmann acquired a Lexington
homebuilder,  Cutter  Homes  Ltd.,  the  third largest homebuilder in Lexington,
Kentucky,  ranked  by  the number of new homes closed in 1996.  According to the
Census  Bureau,  the  Lexington MSA had an estimated population of 435,736 as of
July 1, 1995, an increase of 7.3% over 1990.  Lexington had an unemployment rate
of  2.2% as compared to the national unemployment rate of 4.9%.  Major employers
in  the Lexington metropolitan area include University of Kentucky, Toyota Motor
Corporation  and  Lexmark  International,  Inc.    Crossmann  offers  homes in 3
Lexington  communities.

     Memphis,  Tennessee.  On September 30, 1997, Crossmann acquired the Memphis
division of Heartland Homes, LLC, a homebuilding company based in Oklahoma City,
Oklahoma.      According  to the Census Bureau, the Memphis MSA had an estimated
population  of 1,068,891 as of July 1, 1995, an increase of 6.1% over 1990.  The
Memphis  metropolitan area had an unemployment rate of 3.7% at December 31, 1997
as  compare  to  the national unemployment rate of 4.9%.  Major employers in the
Memphis  metropolitan  area  include Federal Express Corporation, Kellog Company
and  National  Commerce  Bancorporation.  Crossmann  currently offers homes in 7
communities  in  Memphis.

PRODUCT  LINES

     The  Company  sells  homes  under  the  names "New American Homes," "Deluxe
Homes" and "Trimark Homes."  Within these product categories, the Company offers
a variety of floor plans and exterior styles with two, three, and four bedrooms,
two  or more bathrooms and a two-car attached garage.  Contracts for the sale of
homes  are  at  fixed  retail  prices.    Standard features of each product line
include  built-in  appliances  and  custom  wood  cabinets  in  the  kitchen,
wall-to-wall  carpeting,  a  high-efficiency  furnace,  maintenance-free  vinyl
siding,  landscaped  yard,  poured  concrete  walks,  porches  and  driveways.
Purchasers  are  given  the  opportunity  to  select,  at additional costs, such
amenities  as  patios  or decks, wood windows, skylights, upgraded carpeting and
flooring,  a  fireplace  or  a  basement.

     Each  of  the  Company's product lines is targeted at entry-level and first
move-up  buyers  and,  although  there  are  similarities among the homes in the
different product lines, New American Homes tend to be smaller and include fewer
standard amenities than Deluxe Homes or Trimark Homes, and Trimark Homes tend to
offer greater living space and include more standard amenities than New American
Homes  or  Deluxe  Homes.  In 1997, the average price of the homes sold in these
categories  was  approximately $93,800 for the New American Homes line, $116,800
for  the  Deluxe  Homes  line  and  $128,400  for  the  Trimark  Homes  line.

     The  Company  intends  to  remain  focused on delivering housing desired by
entry-level  and  first  move-up  buyers.  It  will  explore modification of its
existing  product  lines  or  creation of new product lines when local marketing
efforts  indicate  changes  will  appeal  to  this  segment.

CONSTRUCTION

     The  Company  acts  as  the  general contractor for the construction of its
residential  communities.    The  Company's construction supervisors monitor the
construction  of  each  home,  participate  in  design  and  building decisions,
coordinate  the activities of subcontractors and suppliers, maintain quality and
cost  controls  and  monitor  compliance  with  zoning  and  building  codes.

     The  construction  of  detached  single-family  homes  by  the  Company  is
generally  tied to home buyer sales contracts to minimize the costs and risks of
completed  but  unsold inventory.  When a buyer has received pre-approval from a
mortgage company for his or her financing, the Company develops a budget for the
construction  of  the house, which takes into account the model of the home, the
options  selected  and  the  lot  on  which  the  house is to be constructed.  A
contract  is  entered  into  with  the  buyer  on  the  basis  of  this  budget.

     Construction  time  for  each  home  is  tied  to  a  construction schedule
established  for  each  of the Company's home types.  The Company's construction
schedules range in duration from 60 to 120 days. Variances from the schedule are
infrequent but may occur due to weather conditions or the availability of labor,
materials  and  supplies.

     Once a contract has been signed, a "house work order" is generated and sent
out to the Company's field supervisor and to each subcontractor who will work on
the  home.    The house work order describes each task that must be completed to
build the house and the materials required to complete the task.  Subcontractors
prepare  vouchers  on  the  basis  of a price list provided by the Company which
specifies  the current rate that the Company will pay for the nature of the task
completed and the materials used.  Price lists are updated periodically based on
changes  in  the costs of raw materials and other factors.  Vouchers prepared by
the  subcontractor  must be reviewed and approved by the field supervisor before
they  are  paid  by  the  Company.

     The use of subcontractors enables the Company to minimize its investment in
direct  employee  labor, capital, equipment and building supply inventory.  This
practice  also  increases  the Company's flexibility in responding to changes in
the  demand  for  housing.  The Company has had long business relationships with
many  of  its  subcontractors.   These relationships, coupled with the volume of
homes built by the Company, enable the Company to negotiate favorable agreements
with  its  subcontractors.

     The  Company's    office  staff  is  responsible  for  sales  processing,
estimating,  architectural design, centralized purchasing,  contract management,
home  site  planning,  obtaining governmental approvals, closing, accounting and
warranty  service,  among  other  responsibilities.    The  Company's management
information system is designed to monitor the progress of each home built by the
Company, from acceptance of a sales contract to delivery of the complete home to
the  buyer.   Corporate headquarters also monitors the vouchers submitted by the
Company's  sub-contractors.    Variances  in  the  submitted  vouchers  from the
established  price  lists  are  reviewed  and,  where  not  reasonable under the
circumstances,  are  charged  back  to  the  vendor.

     Despite  seasonal  changes  in  the  weather,  the Company has maintained a
construction  schedule  throughout  the  entire  year.    To  permit  winter
construction,  the  Company  pours  additional slab foundations during the fall.
The  cost  of  these  additional  foundations  is  not  significant.    However,
additional  construction  charges  are incurred due to such factors as temporary
heating costs, additives to concrete, extra utility charges and the placement of
temporary  stone  driveways,  sidewalks  and  landscaping.

     Except  as  necessary to maintain customer satisfaction with the aesthetics
of  its  product  lines, the Company does not materially change its home designs
and floor plans from year to year.  The Company believes that consistency in the
design  of its homes helps reduce costs and minimize delays by avoiding expenses
associated  with  educating  subcontractors on the requirements of a new design.
Where  practical,  the  Company uses mass production techniques, construction on
contiguous  lots,  and  prepackaged  standardized  components  to streamline the
on-site  construction  phase.

     The  Company  maintains small inventories of some construction materials in
addition  to  the  construction  materials  for  work  in process of homes under
construction.    The  Company  has  not  experienced  any  significant delays in
construction  due  to  shortages  of  materials  or  labor.

LAND  ACQUISITION  AND  DEVELOPMENT

     The  Company typically acquires unimproved land through contingent purchase
agreements.  Closing  of  the  land  is contingent upon, among other things, the
Company's  ability  to  obtain necessary zoning and other governmental approvals
for  the proposed development, confirmation of the availability of utilities and
completion  of  an  environmental  review.

     Once  the  land  has  been  purchased,  the  Company undertakes development
activities  that  include site planning and engineering, as well as constructing
roads, sewer, water and drainage facilities and other amenities.  The activities
are  carefully  managed,  with  phases  geared to the Company's projected sales.
Generally,  management  of  the  Company  attempts  to  maintain an inventory of
"finished"  lots  sufficient  for approximately half the homes which the Company
anticipates  it  will  construct  during  the  next 18 months.  In addition, the
Company  maintains  an  inventory of raw land in anticipation of its needs for a
period  of  18  to  36  months in the future. The following chart summarizes the
Company's  available  lot  inventory  as  of  December  31,  1997.
<TABLE>

<CAPTION>



<S>               <C>       <C>          <C>          <C>    <C>
                  Finished  Lots Under   Raw Land            Under

                  Lots      Development  (Est. Lots)  Total  Option

Indianapolis . .       700          736        2,293  3,729   2,943
Lafayette. . . .        46            0           80    126     628
Ft. Wayne. . . .       255            0            0    255     265
Columbus . . . .       349           36          619  1,004     584
Cincinnati . . .       207           50          529    786     238
Southern Indiana       175          214          382    771     469
Dayton . . . . .       183          172          530    885      50
Louisville . . .       201           65          510    776     245
Lexington. . . .        38            0            0     38     401
Memphis. . . . .        22            0            0     22     121
                  --------  -----------  -----------  -----  ------
                     2,176        1,273        4,943  8,392   5,944
                  ========  ===========  ===========  =====  ======
</TABLE>


     In  addition to purchasing unimproved land outright, the Company  from time
to  time  has  used partnerships and joint ventures to acquire and develop land.
Joint  ventures   sell finished lots to builders, including, but not limited to,
the  Company.   The Company will continue to consider such partnership and joint
venture  arrangements  in  the  future  when  management  perceives  a favorable
opportunity.    At  December  31,  1997, the Company was a participant in 8 such
joint  ventures.

     The  development  of  land is extremely capital intensive, and as a result,
the  Company's  ability  to  develop  land  is  limited.    In 1997, the Company
developed  approximately 57% of the lots on which its homes were built, compared
to  approximately  56%  in  1996.    The Company expects this percentage to stay
approximately  the  same  in  1998.

MARKETING  AND  SALES

     The  Company  sells  its  homes  through  a  sales  force  of  commissioned
independent  contractors  ("New  Home  Counselors")  who work from sales offices
located  at  the  Company's  headquarters  and  in  model  homes located in each
residential  community.    New Home Counselors of the Company advise prospective
buyers  throughout  the  home  buying  process  by  providing information on the
Company's  product  lines  of  homes,  pricing,  options and upgrades, financing
options,  warranties  and  construction.

     The  Company's  New  Home  Counselors  advise  buyers,  many  of  whom  are
first-time home buyers, on available financing options.  The Company builds most
of  its  homes  under  the  guidelines and specifications of the Federal Housing
Administration  ("FHA") and the Veterans Administration ("VA"), thereby offering
eligible buyers the benefit of FHA/VA mortgages.  The Company believes that such
counseling  and the availability of FHA/VA financing is important to its overall
success in that many entry-level and first move-up buyers have limited financial
resources.

     New  Home Counselors contract with the Company, and the Company attempts to
maintain  long  term relationships with them.  New Home Counselors attend weekly
sales meetings at which they are kept apprised of changes in available financing
options  and  other  information  relevant to prospective buyers and semi-annual
seminars  offered  by  the  Company  on  a  variety  of  marketing  topics.

     The  Company  does  most of its advertising in the classified advertisement
section  of  local  newspapers.  The Company also attracts buyers as a result of
referrals, directional signs and direct mailings.  From time to time the Company
may  participate  in  television  and  radio  advertising  promotions.

     The  Company  offers  a  Guaranteed  Sale  Program to certain buyers having
existing homes which they intend to sell before purchasing a home constructed by
the  Company.      Under the Guaranteed Sale Program the Company will assist the
buyer  in  selling  his  or  her  existing  home  and, if that home is unsold at
closing,  the  Company  will purchase the buyer's home at a predetermined price.
Management  of the Company believes that the Guaranteed Sale Program has been an
effective marketing tool for the Company as many prospective buyers are hesitant
to  purchase  a  new  home until they are certain that they will be able to sell
their existing residence.  Sales to new home buyers who executed contracts under
the  Guaranteed  Sale  Program  contributed  approximately $15.7 million to 1997
sales.

FINANCING

     The  Company  assists  its customers in financing their new home in several
ways.    First,  the Company's New Home Counselors are available to consult with
the  customers  on  available  financing options to determine how much house the
individual  can  afford.  Second, the Company builds most of its homes under the
guidelines  and  specifications  of  the  Federal Housing Administration and the
Veterans Administration, thereby providing eligible prospective buyers the added
benefit  of  the  availability of FHA/VA mortgages.  This is significant because
FHA  and  VA financing generally enable buyers to purchase homes with lower down
payments  than  the  down payments required by conventional mortgage lenders and
allows  applicants to direct a larger percentage of their incomes toward housing
expenses.    The  FHA/VA  insured mortgages also provide more liberal rules with
respect  to  the amount of points and closing costs that the seller may pay.  In
1997, approximately 66% of the homes delivered by the Company were financed with
FHA/VA  mortgages.

     As  is  typical in the homebuilding industry, the Company's sales contracts
generally  provide that the Company will pay on behalf of the buyer the mortgage
loan  closing costs, origination fees and discount points incurred by the buyer,
within limits established in the sales contract and not in excess of the maximum
amounts  allowable  by the government mortgage programs utilized by the Company.

MORTGAGE  BROKERAGE  SUBSIDIARY

     The  Company  has  established  a  mortgage brokerage subsidiary, Crossmann
Mortgage  Corp.  Crossmann Mortgage Corp. was certified by FHA, a program of the
federal  Department  of  Housing  and  Urban  Development  in  July  1994.  Once
certified,  the  subsidiary began processing FHA, VA, and conventional loans and
selling   the servicing rights.  The  revenue of this subsidiary is comprised of
origination  fees and servicing release fees, and its expenses primarily include
administrative  personnel salaries and other general office expenses.  Crossmann
Mortgage  Corp.    does  not  warehouse or fund loans and, as a result, does not
incur  a  credit  risk  or  market  risk  associated  with  loans it originates.

CUSTOMER  SERVICE  AND  QUALITY  CONTROL

     It  is the view of the Company's management that the Company is primarily a
service  company  rather  than  a  manufacturing  concern.    This philosophy is
reflected in the way the Company treats its customers before and after the sale.

     Before  the  sale, the Company's New Home Counselors work with the customer
to  select  from available options in order to customize their new home to their
particular  taste.   Once an application has been approved and construction on a
new  home  commences,  the Company encourages the buyer to visit the site during
the  construction  process.    Before  a  buyer takes occupancy of a new house a
pre-inspection  tour  is  conducted  with  the buyer to ensure that the buyer is
satisfied  with the condition of the home and to attempt to correct any problems
before  the  buyer  takes  possession.    When  the  buyer  visits the Company's
administrative  office  to  make  color  selections  and complete the house work
order,  the  Company  provides the new homeowner with a detailed checklist which
describes  the  items  covered by the Company's warranty.  Approximately 30 days
after  closing,  representatives of the Company place a courtesy call to the new
homeowner  to enable him or her to ask any questions that have arisen since they
took possession.  Customers are encouraged to request an additional walk-through
of  the  home  approximately  90  days after closing.  Finally, the Company also
offers  its customers a final inspection on the first anniversary of the closing
to  check  the home for items to be submitted for warranty action and to discuss
any  items  which  the  customer  believes  warrant  the  Company's  attention.

     Each  home  sold by the Company is covered by a comprehensive warranty from
an independent HUD approved warranty company.  The warranty extends coverage for
ten  years  for  structural matters, four years for the roof of the home and two
years  for  other  specified  items.   By maintaining this warranty program, the
Company is required to undergo one inspection, rather than three, to qualify for
FHA/VA  financing, thereby reducing the cost and time delay associated with such
inspections.

COMPETITION  AND  MARKET  FACTORS

     The  development  and sale of residential properties is highly competitive.
The  Company  competes  in the sale of homes with the resale market for existing
homes  and  with  other  homebuilders.

     The  Company  competes  for  residential  sales on the basis of a number of
interrelated factors, including location, reputation, amenities, design, quality
and  price.   Management believes that entry-level housing generally allows high
volume  homebuilders, such as the Company, to build a more standardized product,
thus  permitting  efficiencies in construction and materials which can result in
higher  margins.    Some  of  the  Company's competitors have greater financial,
marketing  and  sales  resources  than  the  Company.

     The  Company also competes for residential sales with individual resales of
existing  homes  and condominiums and with available rental housing.  The resale
market  for existing homes has several attractions for home buyers including the
following:    (i) buyers of existing homes can generally take occupancy of their
homes  more  quickly;  (ii)  sellers in the resale market generally have a lower
basis  in  their  homes and therefore may have price expectations different from
those  of  sellers of new homes; and (iii) resale homes are generally located in
established  neighborhoods.   The Company attempts to meet this competition from
the  home  resale  market by offering benefits which this market cannot provide,
notably  the  latest  design  features,  the  flexibility to select interior and
exterior  finishes,  new home warranties and more desirable locations from which
to  choose  a  homesite.

     The  Company  believes that a competitive challenge facing it in all of its
present  markets  is  locating  and  acquiring undeveloped land suitable for the
types  of communities which it can profitably develop.  Although the Company has
been  successful  in  the past in locating and developing such tracts within its
present  markets, there can be no assurance that this success will continue.  If
the  Company  expands the geographic scope of its business to new markets, there
can  be  no  assurance that the Company will be successful in acquiring suitable
land  for  development  in  such  markets.

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

TRADEMARKS

     "Trimark"  is  a  federally  registered  service  mark  for  real  estate
development  services  that  is  owned  by the Company.  The Company has not yet
registered  its  "Deluxe"  trademark.    "Crossmann  Communities" is a federally
registered  service  mark  for  construction  planning,  laying  out residential
communities  and residential construction services that is owned by the Company.

EMPLOYEES

     At  December  31,  1997,  the  Company  had  407 full-time employees and 10
part-time  employees.    The Company is not a party to any collective bargaining
agreements.    The  Company  considers its relationship with its employees to be
good.

EXECUTIVE  OFFICERS  OF  THE  REGISTRANT
<TABLE>

<CAPTION>

     The  executive  officers and directors of the Company and their ages as of December
31,  1997  are  as  follows:


<S>                  <C>  <C>

NAME. . . . . . . .  AGE  POSITION WITH COMPANY
-------------------  ---  --------------------------------------------------------------
John B. Scheumann .   49  Chairman of the Board of Directors and Chief Executive Officer
Richard H. Crosser.   59  President and Chief Operating Officer; Director
Jennifer A. Holihen   39  Chief Financial Officer; Treasurer; Secretary; Director
John M. Moody . . .   59  Vice President and General Manager, Indianapolis Division
Charles F. Holle. .   57  Vice President and General Manager, Lafayette Division
Steven M. Dunn. . .   44  Vice President and General Manager, Columbus Division
Lynn R. Cooper. . .   58  Vice President and General Manager, Southern Indiana Division
Todd Roberts. . . .   32  Vice President and General Manager, Ft, Wayne Division
Ronald W. Rooze . .   58  Vice President and General Manager, Cincinnati/Dayton Division
</TABLE>


     Mr. Scheumann has been the Company's Chairman of the Board of Directors and
Chief  Executive Officer since 1992 and has served as a senior executive officer
since  joining  the  Company in 1977.  Before joining the Company, Mr. Scheumann
was  employed  by National Homes Construction Corp. for three years in a variety
of  capacities,  last  serving  as  Division  Controller  for  Multi-Family
Construction.

     Mr.  Crosser  has  been the Company's President and Chief Operating Officer
since    1992  and  serves  on its Board of Directors and has served as a senior
executive officer since joining the Company in 1974.  Prior to 1974, Mr. Crosser
was  employed  by National Homes Construction Corp. for 15 years in a variety of
capacities,  last  serving  as  a  regional  manager  of  the  company.

     Ms.  Holihen has been the Chief Financial Officer, Secretary, and Treasurer
since  September  1993 and serves on its Board of Directors.  Ms. Holihen served
as  controller for the Company from 1983 until 1993.  Ms. Holihen is a Certified
Public  Accountant and received her MBA in accounting and management information
systems  from  Indiana  University  in  1987.

      Mr.  Moody   joined the Company in 1992 and assumed responsibility for the
entire  Indianapolis  Division in March 1994.  From March 1990 to February 1992,
Mr. Moody was the President and Chief Executive Officer of Southern Cross Lumber
&  Millwork  Company.   From October 1985 through March 1990, Mr. Moody was Vice
President  of  Pease Co.  From 1978 through 1985, Mr. Moody was a Vice President
of  National  Homes  Construction  Corp.

     Mr.  Holle has been the General Manager of the Company's Lafayette Division
since  April 1995, prior to which he served as Sales Manager since 1983.  Before
joining  the  Company,  Mr.  Holle  was  a  sales  manager  for General Homes of
Lafayette,  Indiana.

     Mr.  Dunn  has  been  the  General  Manager of the Company's Columbus, Ohio
Division  and the President of Crossmann Communities of Ohio, Inc. since October
1993.    Mr.  Dunn  was  the  sole  shareholder and president of Deluxe Homes of
Columbus,  Inc.  from  1987  until  the  acquisition  by  the  Company  in 1993.

     Mr.  Cooper  is  the  General  Manager  of  the  Company's Southern Indiana
Division  and  has  served  in  various  capacities since joining the Company in
Indianapolis  in  1989.    Prior  to joining the Company, Mr. Cooper was General
Manager  for  Equity  Builders.

     Mr.  Rooze  has  been the General Manager of the Company's Cincinnati, Ohio
Division  since  May  1994.    In  1996,  he  assumed added responsibilities for
establishing  the  Dayton Division.  Prior to joining the Company, Mr. Rooze was
President  and  owner  of  Westron,  Inc.,  a custom homebuilding and remodeling
business  in  Washington  D.C.

GOVERNMENT  REGULATIONS  AND  ENVIRONMENTAL  MATTERS

     The  housing  industry  and the Company are subject to various local, state
and  federal  statutes,  ordinances,  rules  and  regulations concerning zoning,
resource  protection,  building  design,  construction  and  similar  matters,
including  local  regulations  which  impose  restrictive  zoning  and  density
requirements  in  order to limit the number of residences that can eventually be
built  within  the  boundaries  of  a  particular  location.    Furthermore,  in
developing  a  project  the  Company  must  obtain  the  approval  of  numerous
governmental  authorities  regulating  such  matters  as permitted land uses and
levels  of density and the installation of utility services such as electricity,
water  and  waste  disposal.

     The  length of time necessary to obtain permits and approvals increases the
carrying cost of unimproved property acquired for the purpose of development and
construction.    In  addition,  the  continued  effectiveness of permits already
granted is subject to factors such as changes in policies, rules and regulations
and  their interpretation and application.  Such regulation affects construction
activities  and  may  result  in  delays, cause the Company to incur substantial
costs  and  prohibit or severely restrict development in certain environmentally
sensitive  regions  or  areas.    To  date,  the governmental approval processes
discussed  above  have  not  had  a  material  adverse  effect  on the Company's
development  activities.    In  addition,  because  the  Company  purchases land
contingent  upon necessary zoning, restrictive zoning issues also have not had a
material adverse effect on the Company's development activities.  However, there
is  no assurance that these and other restrictions will not adversely affect the
Company  in  the  future.

     The  Company  generally  will condition its obligation to purchase land on,
among  other things, an environmental review of the land.  However, there can be
no  assurance  that  the Company will not incur material liabilities relating to
the  removal of toxic wastes or other environmental matters affecting land owned
by  the  Company or land which the Company no longer owns.  To date, the Company
has  not incurred any liability relating to the removal of toxic wastes or other
environmental  matters  and  to  its  knowledge  has  not acquired any land with
environmental  problems.

     A  significant  number of the Company's customers obtain mortgage financing
under  programs sponsored by FHA and VA.  Any reductions in the scope of funding
of  FHA/VA mortgage programs could have a material adverse effect on the Company
and  its  operations.


ITEM  2.  PROPERTIES

     The  Company  leases  approximately 25,000  square feet of office space for
its  headquarters  and  Indianapolis  building  division  at 9202 North Meridian
Street in Indianapolis, Indiana from Pinnacle Properties LLC, an entity owned by
the  Company's  Chairman  of  the  Board  and  Chief  Executive Officer, John B.
Scheumann,  and  its President and  Chief Operating Officer, Richard H. Crosser.
The  monthly  rent  on  the  leases  are $21,995.   The leases expire March 1999
through  May  2001.

     The  Company also leases approximately 5,000 square feet of warehouse space
at 9202 North Meridian Street from Pinnacle Properties LLC.  The monthly rent is
$2,708.      Management  believes  that  the  terms  of these leases are no less
favorable  to  the  Company  than  terms  available  from  unrelated third party
lessors.
<TABLE>

<CAPTION>

     The  Company's  other  divisions  occupy rented space in their respective communities as
follows:


<S>                <C>                <C>          <C>            <C>        <C>   <C>
                   Located in         Square Feet  Monthly Rent   Expires          Extensions

Southern Indiana.  Columbus, IN             2,256  $       1,880  December   1998  yes
Lafayette . . . .  Lafayette, IN            5,268          3,167  August     2000  yes
Ft. Wayne . . . .  Ft. Wayne, IN            2,500          2,000  February   1998  yes
Columbus. . . . .  Westerville,OH OH        6,642          4,735  December   2000  yes
Cincinnati/Dayton  Mason, OH                3,686          4,147  June       2002  yes
Louisville. . . .  Louisville, KY           2,764          2,591  December   2000  yes
Lexington . . . .  Lexington, KY            2,512          2,300  January    2000  yes
Memphis . . . . .  Memphis, TN              1,600          1,467  September  1999  yes
</TABLE>



ITEM  3.    LEGAL  PROCEEDINGS

     The  Company from time to time is involved in routine litigation incidental
to  its  business.   The Company does not believe that any liabilities resulting
from  litigation  to  which  it  is a party will materially affect the Company's
financial  position  and  results  of  operations.


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY-HOLDERS

None.





                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDERS' MATTERS

     The  Company's  common  shares  trade  on The Nasdaq Stock Market under the
symbol:  "CROS."    All  the  information  that  follows has been adjusted for a
three-for-two  stock  split  effective  August  18,  1997.

     Crossmann  completed  a secondary offering of shares on September 17, 1997,
increasing  the  number  of  shares  outstanding  at that date from 9,269,678 to
11,083,428.    Shares  outstanding  at December 31, 1997 were 11,107,853.  These
shares, and shares sold by Crossmann's principal shareholders, John B. Scheumann
and  Richard  H. Crosser increased public "float" from approximately 4.2 million
shares  to  7.2  million  shares.      On June 13, 1997, Crossmann issued 62,276
unregistered  common shares to Donald L. Cutter as partial consideration for the
acquisition  of  Cutter  Homes, Ltd.  Such issuance was exempt from registration
pursuant  to  Section  3b  and  42 of the Securities Act of 1933 as amended, and
Regulation  D  promulgated  thereunder.

      During  the year ended December 31, 1997, the high closing sales price per
share as reported by The Nasdaq  Stock Market was $28.50.  The low closing sales
price  per  share  was  $10.50.
<TABLE>

<CAPTION>

     High  and  low  share  prices  for  the  last  two  fiscal  years  were:


<S>            <C>     <C>   <C>     <C>     <C>   <C>
                       1996                  1997
Quarter ended  High          Low     High          Low
-------------  ------        ------  ------        -------
March 31. . .  $14.00        $11.67  $13.83        $ 10.50
June 30 . . .   14.50         11.67   14.50          12.67
September 30.   13.17         10.83   23.38          13.50
December 31 .   12.92         10.50   28.50         19.815
</TABLE>


     The  closing  sale  price of the Company's Common Shares as reported on The
Nasdaq  Stock Market on March 24, 1998 was $29.00.  As of March  24, 1998, there
were  53  holders  of  record  of  the  Company's  Common Shares.  The Company's
transfer  agent  estimates  that  there  were 11,126,229 shares outstanding, and
there  are approximately 1,861 beneficial owners of the Company's Common Shares.

     The  transfer  agent  for  the  Company's  common  shares is American Stock
Transfer  &  Trust.    Its  address  is  40  Wall  Street,  New  York, NY 10005.

     The  Company  has  not  paid dividends since its initial public offering in
October  1993.  It  anticipates that future earnings will be retained to finance
the  continuing  development of its business and does not anticipate paying cash
dividends on its Common Shares in the foreseeable future.  The payment of future
dividends  will  be  at  the  discretion of the Company's Board of Directors and
subject  to  consent  of  its primary lenders.  Payment of future dividends will
depend  upon,  among other things, future earnings, the success of the Company's
expansion  activities,  capital requirements, the general financial condition of
the  Company  and  general  business conditions.  The Company is party to credit
agreements  with  noteholders  and commercial banks that restrict its ability to
pay  cash  dividends  with  respect  to  the  Common  Shares.    (See  "Item  7.
Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations.")


ITEM  6.    SELECTED  FINANCIAL  DATA

     The  following  is  selected  audited  consolidated  financial  data of the
Company  for the five years ended December 31, 1997.  The data should be read in
conjunction  with  "Management's  Discussion and Analysis of Financial Condition
and  Results  of  Operations"  and  the  consolidated  financial  statements  of
Crossmann  Communities,  Inc. and notes thereto contained elsewhere in this Form
10-K.

     Concurrent with the initial public offering of shares, the Company acquired
the  Deluxe   Entities, an  unrelated company operating in Columbus, Ohio called
Deluxe  Homes  of  Columbus,  Inc. and the newly formed Crossmann Mortgage Corp.
The    unaudited pro forma information  presented for 1993 shows  the results of
operations  as  though  the  initial  public  offering,  termination  of  the  S
corporation  elections,  acquisitions  of  the  Deluxe Entities, Deluxe Homes of
Columbus,  Inc.,  and  Crossmann Mortgage Corp. occurred at the beginning of the
<TABLE>

<CAPTION>











                      CONSOLIDATED FINANCIAL AND OPERATING DATA
                 (in thousands, except per share and operating data)
                               Year Ended December 31,


<S>                                  <C>       <C>       <C>       <C>       <C>
                                      1993(1)      1994      1995      1996      1997

STATEMENT OF OPERATIONS DATA:
  Sales . . . . . . . . . . . . . .  $83,750   $112,140  $177,590  $229,485  $316,435
  Gross profit. . . . . . . . . . .   18,575     24,494    35,704    48,051    65,550
  Income from operations. . . . . .   10,540     12,566    18,621    24,854    32,170
  Income before income taxes. . . .   10,649     12,791    18,630    24,668    33,399
  Income taxes. . . . . . . . . . .      700      5,040     7,519     9,603    13,393
  Net income. . . . . . . . . . . .    9,949      7,750    11,111    15,065    20,005
  Net income per common share (4):
     Basic                                          .85      1.22      1.65      2.05
     Diluted                                        .85      1.21      1.63      2.02

  Pro forma sales (2) . . . . . . .   91,597
  Pro forma net income (2). . . . .    6,445
  Pro forma net  income
    per common share (2) (4):
    Basic . . . . . . . . . . . . .      .71
    Diluted . . . . . . . . . . . .      .71
  Weighted average common shares
    outstanding (2):
    Basic . . . . . . . . . . . . .    9,105      9,105     9,112     9,150     9,759
    Diluted . . . . . . . . . . . .    9,105      9,105     9,183     9,261     9,927

OPERATING DATA:
  Number of closings (3). . . . . .      852      1,073     1,675     2,068     2,774
 Average home sales price . . . . .  $97,400   $104,250  $106,024  $110,970  $114,072
  Homes in backlog (3). . . . . . .      366        345       757     1,006     1,080

BALANCE SHEET DATA
 Cash . . . . . . . . . . . . . . .  $ 3,651   $         $  5,233  $    100  $  5,526
 Inventories and properties
   held for development or sale . .   34,976     54,667    69,683   113,202   153,524
  Total assets. . . . . . . . . . .   44,621     62,026    83,954   128,336   185,276
  Notes payable . . . . . . . . . .   11,583     20,554    25,472    48,326    51,122
  Total shareholders' equity. . . .   25,267     33,011    44,212    59,649   110,803


<FN>

(1)       The data for the year ended December 31, 1993 includes the separate capital
structure  of the Company's predecessor entities and is presented on a combined basis
as  companies under common control and,  therefore, do not provide a meaningful basis
for presentation of earnings per share data.  The Company's predecessor entities were
S  corporations  and  therefore  made  no  provision  for  income  taxes.

(2)         1993 financial data includes pro forma adjustments for the initial public
offering,  acquisitions  of  the Deluxe Entities and Deluxe Homes of  Columbus, Inc.,
the  acquisition  of    land,  and  a  provision for income taxes calculated using an
assumed  rate  of  40%.    The 1994, 1995, 1996 and 1997 data reflect actual results.

(3)         A home is included  in "closings" when title is transferred to the buyer.
Sales and cost of sales for a house are recognized at the date of closing.  A home is
included in "backlog" after a sales contract is executed and prior to the transfer of
title  to the purchaser.  Because the closings of pending sales contracts are subject
to  contingencies,  no  assurances  can be given that homes in backlog will result in
closings.

(4)         Per share amounts for 1993 through 1996 have been adjusted to reflect the
three-for-two  stock  split  effective  August  18,  1997.
</TABLE>
year.


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

OVERVIEW

     Certain  statements  contained  in  this section and elsewhere in this Form
10-K  are  "forward-looking statements" within the meaning of Section 27A of the
Securities  Act  of 1933, as amended, and Section 21E of the Securities Exchange
Act  of  1934,  as  amended.    Such forward-looking statements may be deemed to
include  statements  regarding the intent, belief or current expectations of the
Company  and  its  management with respect to (i) the Company's strategic plans,
(ii)  the  Company's  future profitability, (iii) the Company's policy regarding
capital  expenditures,  financing or other matters, (iv) the Company's sales and
marketing plans, (v) industry trends affecting the Company's financial condition
and  (vi)  the  Company's  growth  strategy.   Such statements involve known and
unknown risks, uncertainties and other factors that may  cause actual results to
differ  materially  from  those  anticipated  in the forward-looking statements.
Such  risks, uncertainties and other factors include, but are not limited to the
factors  described  below.         In light of the uncertainties inherent in any
forward-looking  statement,  the inclusion of a forward-looking statement herein
should  not  be  regarded  as  a  representation by the Company or the Company's
management  that  the  Company's  plans  and  objectives  will  be  achieved.

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

     The  growth in the Company's sales is principally attributable to increased
unit  sales,  as  price increases have been moderate.  Future increases in sales
and  profitability  will  be largely dependent upon the ability of management to
expand the Company's operations in its current markets or in any new markets and
continued  control  of  operating  costs.

     There can be no assurance that these trends will continue, nor can there be
any    assurance  that  the  Company  will  be able to successfully transfer its
business  strategy  to  new  market  areas,  that  new  markets  will  offer the
opportunities  and  stability of the Company's existing markets, that government
sponsored  mortgage  programs will not be changed or withdrawn, or that interest
rates  will  not  change  substantially.

RESULTS  OF  OPERATIONS

     During  the  five-year  period ended December 31, 1997, the Company's sales
increased  at  an  average  compound  annual  rate of 39.4% per year, from $83.8
million in 1993 to $316.4 million in 1997.  Income before income taxes increased
at  an  average  compound  annual  rate of 33.2%, from $10.6 million  in 1993 to
$33.4 million in 1997.  During the four years since the Company's initial public
offering  of  shares, net income increased at an average compound annual rate of
38.0%, and  shareholders' equity increased from $25.3 million as of December 31,
1993  to  $110.8  million  as  of  December  31,  1997.

     The  following  table  recaps  unit  growth  in  the  company's  markets.
Management  views volume relative to the total size of each market a significant
factor  in  producing  good  margins.


<TABLE>

<CAPTION>


                             UNIT CLOSINGS BY MARKET
                             -----------------------



<S>               <C>   <C>   <C>    <C>    <C>    <C>
                  1992  1993   1994   1995   1996   1997
                  ----  ----  -----  -----  -----  -----
Indianapolis . .   491   686    732  1,043  1,124  1,314
Lafayette. . . .   125   143    183    160    188    166
Columbus                  23    133    197    247    315
Cincinnati                       13    159    162    189
Ft. Wayne                        12    116     94     84
Dayton                                         83    230
Southern Indiana                              169    283
Louisville.                                     1    102
Lexington                                             64
Memphis.                                              27
                                                   -----
Total. . . . . .   616   852  1,073  1,675  2,068  2,774
                  ====  ====  =====  =====  =====  =====
</TABLE>


        Management  believes  that a substantial portion of the homes in backlog
at  December  31,  1997  will  be  closed prior to June 30, 1998, but because of
weather  conditions,  there  can be no assurance as to the quarter in which such
closings  will  occur.

YEAR  ENDED  DECEMBER  31,  1997  COMPARED  TO  YEAR  ENDED  DECEMBER  31,  1996

     Sales  increased  by  $87.0   million, or approximately 37.9%, in 1997 over
1996.    Sales  were higher primarily as a result of increased unit sales; 2,774
units  were  sold  in  1997  compared  to  2,068  in 1996.  Sales were up in all
divisions  except Lafayette and Ft. Wayne where they were down slightly;  Dayton
and  Louisville closings were up most dramatically:  in Dayton, 230 were sold in
1997  compared  to  83  units  sold  in  1996,  and  in Louisville, 102 in 1997,
compared  to  1  in  1996.  Acquisitions also contributed to higher volume.  The
Company's  new  Lexington  division contributed 64 closings, and its new Memphis
division contributed 27.  Management attributes increased volume  in its markets
to the comparatively high value of the product compared to others offered in the
marketplace.   Average selling price was also higher, $114,072 in 1997, compared
to  $110,970.    The  average  selling  price  is  higher  because of the higher
contribution  of  sales  from Ohio.  In Crossmann's Ohio markets, most new homes
are  sold  with  basements  while  in Indiana, most new homes are sold on a slab
foundation.    The market preference for basements causes a higher selling price
in  the  Ohio  divisions.

     Gross  profit  increased  by $17.5 million, or approximately 36.4%, for the
year,  representing  20.7%  of  sales in 1997 as compared to 20.9% in 1996.  The
decline  resulted  from market mix:  Crossmann achieves higher margins in cities
where it has operated longer and dominates the local building market.  Growth in
new  divisions  tends  to  depress  margins  slightly  overall  in early stages.

     Selling,  general and administrative expenses  increased as a percentage of
sales  from  10.1%  in  1996  to  10.5%  in 1997.   Management believes that the
increase  reflects  higher  general  and administrative expenses incurred by the
newer  homebuilding divisions.   Management believes that higher volume in these
divisions  in  1998  will  help  to  offset  this  overhead  in  future periods.

     Due primarily to the increase in unit sales, income before income taxes for
1997  increased approximately $8.7 million over 1996, or 35.4%.  This represents
a  decrease  from  10.7% of sales in 1996 to 10.6% of sales in 1997.  Net income
increased  $4.9  million or 32.8%.  Net income as a percentage of sales was 6.3%
in  1997  compared to 6.6% in 1996.   The Company's effective tax rate was 40.1%
in  1997,    compared  to  38.9%  in  1996.

YEAR  ENDED  DECEMBER  31,  1996  COMPARED  TO  YEAR  ENDED  DECEMBER  31,  1995

     Sales  increased  by  $51.9    million, or approximately 29.2% in 1996 over
1995.    Sales  were higher primarily as a result of increased unit sales; 2,068
units  were  sold  in  1996  compared  to  1,675 in 1995.  Management attributed
increased  volume    in  its markets to aggressive marketing programs and to the
comparatively  high  value  of  the  product  compared  to others offered in the
marketplace.   Average selling price was also higher, $110,970 in 1996, compared
to $106,024 in 1995.  The average selling price was higher because of the higher
contribution  of  sales  from Ohio.  In Crossmann's Ohio markets, most new homes
are  sold  with  basements  while  in Indiana, most new homes are sold on a slab
foundation.    The market preference for basements causes a higher selling price
in  the  Ohio  divisions.

     Gross  profit  increased  by  $12.3  million, or approximately 35%, for the
year,  representing  20.9%  of  sales in 1996 as compared to 20.1% in 1995.  The
increase  in  gross  profit as a percentage of sales was attributable in part to
moderating  interest  rates  resulting  in lower contributions by the Company to
customers'  mortgage  loan  discount  points.    The  Company  is  permitted  to
contribute  up  to  six  percent  of  the  selling  price  toward closing costs,
origination  fees,  and discount points under FHA and VA financing rules, and is
more  likely  to  make  such  contributions  during periods of volatile interest
rates.

     Selling,  general and administrative expenses  increased as a percentage of
sales  from  9.6%  in  1995  to  10.1%  in  1996.   Management believes that the
increase  reflected  higher  general and administrative expenses incurred by the
newer  homebuilding  divisions  in  Southern  Indiana  and Louisville, Kentucky.

     Due primarily to the increase in unit sales, income before income taxes for
1996 increased approximately $6 million over 1995, or 32.4%.  This represents an
increase  from  10.5%  of  sales in 1995 to 10.7% of sales in 1996.   Net income
increased  $3.9 million or 36%.  Net income as a percentage of sales was 6.6% in
1996,  compared to 6.3% in 1995.   The Company's effective tax rate was 38.9% in
1996  as  compared  to  40.3%  in  1995.

BACKLOG
<TABLE>

<CAPTION>

     The  following  table sets forth certain data relating to the operations of
the  Company  for  the  years  ended  December  31,  1995,  1996  and  1997.



<S>                                <C>          <C>           <C>
                                                December 31
                                                ------------
                                          1995          1996          1997
                                   -----------  ------------  ------------
Closings (for the period ended) .        1,675         2,068         2,774
Homes in backlog. . . . . . . . .          757         1,006         1,080
Aggregate sales value in backlog.  $79,598,550  $108,084,640  $120,540,000
Average sales price of backlog. .  $   105,150  $    107,440  $    111,610
</TABLE>



LIQUIDITY  AND  CAPITAL  RESOURCES

     At  December  31,  1997,  Crossmann  had  cash  balances  of  $5.5 million.

     The  Company's  primary uses of capital are home construction costs and the
purchase  and  development  of land.  Real estate inventories were approximately
$153.5  million  or  83%  of  total  assets  at  December  31,  1997 compared to
approximately  $113.2  million  or 88% of total assets at December 31, 1996.  To
assure  the  future  availability of  developed lots for next year's operations,
from  time  to  time  in  the normal course of business the Company contracts to
purchase  a  portion  of  its  developed  lots  from  outside developers.  Total
commitments  for  these purchases was approximately $118 million at December 31,
1997.   The purchases of these lots are subject to various conditions imposed on
both  the  sellers  and  the  Company.   Capital is also used to add and improve
equipment  used  in  administering  the business and for model home furnishings.

     During  1997, cash expenditures were financed with cash from operations and
with borrowings on a $60 million unsecured line of credit with Bank One, Indiana
N.A.  and  its  participant, NBD Bank N.A.  The line of credit bears interest at
the  bank's  prime lending rate, but permits portions of the outstanding balance
to  be  committed  for fixed periods of time at a rate equal to LIBOR plus 2.4%.
The Company also has $19,444,444 in senior notes, payable over seven years at an
interest rate of 7.625%, held by the Minnesota Mutual Life Insurance Company and
Combined  Insurance  Company  of  America.

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

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

INFLATION  AND  EFFECTS  OF  CHANGING  PRICES

     The  Company historically has been able to raise sales prices by amounts at
least  equal  to  its  cost  increases  and  accordingly has not experienced any
detrimental  effect  from  inflation.

     Housing  demand, in general, is affected adversely by increases in interest
rates.    If mortgage interest rates increase significantly, the Company's sales
of  residential  real  estate  could  be adversely affected.  In addition, gross
profit  and  net  income  can  be  affected as well because Crossmann can assist
buyers,  subject  to certain limitations by FHA and VA, by paying a portion of a
customer's  points and closing costs needed to help in securing a mortgage loan.
YEAR  2000  SYSTEM  REQUIREMENTS

     Crossmann  is  performing  an  analysis  if its systems and is working with
suppliers and service organizations to determine the impact of year 2000 issues.
Management  is  unable  to predict at this time the full impact year 2000 issues
will  have  on  its  operations  or  future  financial  condition,  but based on
preliminary  evaluation,  believes  the  cost  of  needed  changes  will  not be
material.

FUTURE  TRENDS

     Management  believes  the Company's profitability results in part from high
volume  production  in  its markets.  In 1998, management will focus on building
the  kind  of  strong  relationships  with  vendors  and land sellers in its new
markets  that  it  enjoys  in  its  more established markets in central Indiana.

     Management  views land acquisition and zoning as the greatest challenges to
its  business  in  years to come.  The Company will continue to seek to maximize
the value of each parcel  it purchases so that it can continue to serve its core
customer.


ITEM  7A.    QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

Not  Applicable.


<PAGE>






               ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                           Crossmann Communities, Inc.
                                and Subsidiaries

                   Index to Consolidated Financial Statements






<TABLE>

<CAPTION>



<S>                                                                                          <C>
Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     19
Consolidated Balance Sheets as of December 31, 1996 and 1997. . . . . . . . . . . . . . . .     20
Consolidated Statements of Income for the Years Ended December 31, 1995, 1996, and 1997 . .     21
Consolidated Statements of Shareholders' Equity for the Years Ended
   December 31, 1995,1996, and 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . .     22
Consolidated Statements of Cash Flows for the Years Ended December 31, 1995, 1996, and 1997     23
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . .  24-30
</TABLE>



















INDEPENDENT  AUDITORS'  REPORT

To  the  Board  of  Directors  and  Shareholders  of Crossmann Communities, Inc.

We  have  audited  the  accompanying  consolidated  balance  sheets of Crossmann
Communities,  Inc.  and  subsidiaries  as of December 31, 1996 and 1997, and the
related  consolidated  statements of income, shareholders' equity and cash flows
for  each  of  the  three  years  in the period ended December 31, 1997.   These
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.    Our responsibility is to express an opinion on these consolidated
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 consolidated financial statements are
free  of  material  misstatement.  An audit includes examining, on a test basis,
evidence  supporting  the  amounts and disclosures in the consolidated financial
statements.  An audit also includes assessing the accounting principles used and
the  significant estimates made by management, as well as evaluating the overall
consolidated  financial  statement  presentation.    We  believe that our audits
provide  a  reasonable  basis  for  our  opinion.

In  our  opinion,  such consolidated financial statements present fairly, in all
material  respects,  the  financial  position of Crossmann Communities, Inc. and
subsidiaries  as  of  December  31,  1996  and  1997,  and  the results of their
operations  and  their  cash  flows  for   each of the three years in the period
ended  December  31,  1997  in  conformity  with  generally  accepted accounting
principles.



DELOITTE  &  TOUCHE

Indianapolis,  Indiana
February  10,  1998




















<TABLE>

<CAPTION>

                                Crossmann Communities, Inc
                                     and Subsidiaries

                                Consolidated Balance Sheets

                             as of December 31, 1996 and 1997


<S>                                                             <C>           <C>
                                                                        1996          1997
                                                                ------------  ------------
ASSETS
   Cash and cash equivalents . . . . . . . . . . . . . . . . .  $    100,000  $  5,526,138
   Retainages. . . . . . . . . . . . . . . . . . . . . . . . .     1,151,700       886,766
   Real estate inventories . . . . . . . . . . . . . . . . . .   113,202,107   153,523,571
   Furniture and equipment, net. . . . . . . . . . . . . . . .     2,919,333     3,310,345
   Investments in joint ventures . . . . . . . . . . . . . . .     3,404,742    12,354,474
   Goodwill, net . . . . . . . . . . . . . . . . . . . . . . .     2,737,328     3,817,650
   Other assets. . . . . . . . . . . . . . . . . . . . . . . .     4,821,259     5,856,819
                                                                ------------  ------------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . .  $128,336,469  $185,275,763
                                                                ============  ============


LIABILITIES AND SHAREHOLDERS' EQUITY
   Accounts payable. . . . . . . . . . . . . . . . . . . . . .  $ 14,110,634  $ 15,924,136
   Accrued expenses and other liabilities. . . . . . . . . . .     5,250,256     7,426,217
   Notes payable . . . . . . . . . . . . . . . . . . . . . . .    49,326,220    51,122,431
                                                                ------------  ------------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . .    68,687,110    74,472,784

Commitments and contingencies

Shareholders' equity:
   Preferred shares, without par value:
      Authorized shares - 10,000,000
      No shares issued and outstanding
   Common shares, without par value:
      Authorized shares - 30,000,000
      Issued and outstanding shares - 9,188,652 and 11,107,853
         at December 31, 1996 and 1997, respectively . . . . .    24,400,903    55,548,737
   Retained earnings . . . . . . . . . . . . . . . . . . . . .    35,248,456    55,254,242
                                                                ------------  ------------
Total shareholders' equity . . . . . . . . . . . . . . . . . .    59,649,359   110,802,979
                                                                ------------  ------------
Total liabilities and shareholders' equity . . . . . . . . . .  $128,336,469  $185,275,763
                                                                ============  ============

<FN>

See  accompanying  notes.
</TABLE>




<TABLE>

<CAPTION>

                                    Crossmann Communities, Inc.
                                         and Subsidiaries

                                 Consolidated Statements of Income

                       for the Years Ended December 31, 1995, 1996 and 1997



<S>                                                    <C>            <C>            <C>
                                                               1995           1996           1997
                                                       -------------  -------------  -------------

Sales of residential real estate. . . . . . . . . . .  $177,589,906   $229,485,094   $316,435,463
Cost of residential real estate sold. . . . . . . . .   141,886,168    181,434,071    250,885,725
                                                       -------------  -------------  -------------
Gross profit. . . . . . . . . . . . . . . . . . . . .    35,703,738     48,051,023     65,549,738

Selling, general and administrative expenses. . . . .    17,082,842     23,196,933     33,380,216
                                                       -------------  -------------  -------------
Income from operations. . . . . . . . . . . . . . . .    18,620,896     24,854,090     32,169,522

Other income, net . . . . . . . . . . . . . . . . . .       687,389        853,896      2,102,473
Interest expense. . . . . . . . . . . . . . . . . . .      (678,095)    (1,039,251)      (872,862)
                                                       -------------  -------------  -------------
                                                              9,294       (185,355)     1,229,611
                                                       -------------  -------------  -------------
Income before income taxes. . . . . . . . . . . . . .    18,630,190     24,668,735     33,399,133
Income taxes. . . . . . . . . . . . . . . . . . . . .     7,518,778      9,603,107     13,393,347
                                                       -------------  -------------  -------------
Net income. . . . . . . . . . . . . . . . . . . . . .  $ 11,111,412   $ 15,065,628   $ 20,005,786
                                                       =============  =============  =============

Net income per common share:
 Basic. . . . . . . . . . . . . . . . . . . . . . . .  $       1.22   $       1.65   $       2.05
                                                       =============  =============  =============
 Diluted. . . . . . . . . . . . . . . . . . . . . . .  $       1.21   $       1.63   $       2.02
                                                       =============  =============  =============

Weighted average number of common shares outstanding:
  Basic . . . . . . . . . . . . . . . . . . . . . . .     9,112,197      9,149,993      9,758,678
                                                       =============  =============  =============
  Diluted . . . . . . . . . . . . . . . . . . . . . .     9,183,489      9,261,199      9,927,482
                                                       =============  =============  =============

<FN>

See  accompanying  notes.
</TABLE>




<TABLE>

<CAPTION>

                             Crossmann Communities, Inc.
                                   and Subsidiaries

                              Consolidated Statements of
                                 Shareholders' Equity

                 for the Years Ended December 31, 1995, 1996 and 1997




<S>                                <C>         <C>          <C>          <C>
                                   Common      Shares       Retained
                                   ----------  -----------
                                   Shares      Amount       Earnings     Total
                                   ----------  -----------  -----------  ------------

Balances at January 1, 1995 . . .   9,105,000  $23,939,754  $ 9,071,416  $ 33,011,170
   Net income                                                11,111,412    11,111,412

   Issuance of common shares. . .      17,250       89,125                     89,125
                                   ----------  -----------               ------------
Balances at December 31, 1995 . .   9,122,250   24,028,879   20,182,828    44,211,707
   Net income                                                15,065,628    15,065,628

   Issuance of common shares. . .      66,402      372,024                    372,024
                                   ----------  -----------               ------------
Balances at December 31, 1996 . .   9,188,652   24,400,903   35,248,456    59,649,359
   Net income                                                20,005,786    20,005,786

   Issuance of common shares, net

    of offering costs . . . . . .   1,919,201   31,147,834                 31,147,834

 Balances at December 31, 1997. .  11,107,853  $55,548,737  $55,254,242  $110,802,979
                                   ==========  ===========  ===========  ============



<FN>

See  accompanying  notes.
</TABLE>













<TABLE>

<CAPTION>

                                    Crossmann Communities, Inc.
                                         and Subsidiaries
                               Consolidated Statements of Cash Flows

             for the Years Ended December 31, 1995, 1996 and 1997 (See Notes 7 and 8)


<S>                                                   <C>            <C>            <C>
                                                              1995           1996            1997
                                                      -------------  -------------  --------------
OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . .  $ 11,111,412   $ 15,065,628   $  20,005,786
Adjustments to reconcile net income to net
   cash provided (used) by operating activities:
      Depreciation . . . . . . . . . . . . . . . . .       397,769        539,443         689,111
      Amortization . . . . . . . . . . . . . . . . .       161,696        161,394         363,576
      Deferred income taxes. . . . . . . . . . . . .       (76,994)      (169,308)        (70,430)
      Cash provided (used) by changes in:

         Retainages. . . . . . . . . . . . . . . . .      (342,678)      (525,387)        269,434
         Real estate inventories . . . . . . . . . .   (15,015,713)   (37,567,373)    (31,894,099)
         Other assets. . . . . . . . . . . . . . . .      (340,196)    (1,001,198)       (877,623)
         Accounts payable. . . . . . . . . . . . . .     3,569,110      2,974,123         553,229
         Accrued expenses and other liabilities. . .     2,240,414        530,734       1,739,068
                                                      -------------  -------------  --------------
Net cash provided (used) by operating activities . .     1,704,820    (19,991,944)     (9,221,948)

INVESTING ACTIVITIES:
Purchases of furniture and equipment . . . . . . . .      (860,488)    (2,023,660)     (1,026,085)
Proceeds from disposition of furniture and equipment       380,000            -0-             -0-
Investments in joint ventures. . . . . . . . . . . .      (734,500)    (2,206,582)     (8,949,732)
Business acquisitions, net of cash acquired. . . . .           -0-       (330,901)       (421,925)
                                                      -------------  -------------  --------------
Net cash used by investing activities. . . . . . . .    (1,214,988)    (4,561,143)    (10,397,742)

Financing activities:
Proceeds from bank borrowings. . . . . . . . . . . .    84,076,258    119,832,796     161,113,458
Principal payments on bank borrowings. . . . . . . .   (99,631,250)   (97,534,584)   (163,090,000)
Payments on notes and long-term debt . . . . . . . .           -0-     (3,250,099)     (3,258,798)
Proceeds from issue of senior notes. . . . . . . . .    25,000,000            -0-             -0-
Payment of deferred financing costs. . . . . . . . .      (263,926)           -0-             -0-
Payments on related party loan . . . . . . . . . . .    (4,527,089)           -0-             -0-
Net proceeds from sale of common shares. . . . . . .        89,125        372,024      30,281,168
                                                      -------------  -------------  --------------
Net cash provided by financing activities. . . . . .     4,743,118     19,420,137      25,045,828

Net increase in cash and cash equivalents. . . . . .     5,232,950      5,132,950       5,426,138
Cash and cash equivalents at beginning of year . . .           -0-      5,232,950         100,000
                                                      -------------  -------------  --------------
Cash and cash equivalents at end of year . . . . . .  $  5,232,950   $    100,000   $   5,526,138
                                                      =============  =============  ==============

<FN>

See  accompanying  notes.
</TABLE>






                           Crossmann Communities, Inc.
                                and Subsidiaries

                   Notes to Consolidated Financial Statements

              for the Years Ended December 31, 1995, 1996 and 1997


1.                    BASIS  OF  PRESENTATION

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

2.                  SIGNIFICANT  ACCOUNTING  POLICIES

Principles  of  Consolidation.
The  consolidated  financial  statements include the accounts of the Company and
its  wholly-owned  subsidiaries.    All  significant  intercompany  accounts and
transactions  have  been  eliminated.    The Company also owns a 50% interest in
certain  unconsolidated joint ventures, which are accounted for using the equity
method.

Accounting  Estimates
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  revenue  and  expenses  during the reporting period.
Actual  results  could  differ  from  those  estimates.

Warranties  are  provided  by  the  Company.  Warranty reserves of approximately
$553,000 and $566,000  at December 31, 1996 and 1997, respectively, are recorded
based  on historical trends of expenses incurred for repairs.  The amount of the
warranty reserve is considered adequate; however, it is reasonably possible that
the  reserves  may  not  be  sufficient  for  future  claims.

Cash  Equivalents
All  highly  liquid  investments  with  maturities  of three months or less when
purchased  are  considered  to  be  cash  equivalents.

Real  Estate  Inventories
Real estate inventories are stated at the lower of cost (specific identification
method)  or  net realizable value.  In addition to direct land acquisition, land
development  and  housing  construction costs, inventory costs include interest,
real  estate taxes and related development and construction overhead costs which
are  capitalized  in  inventory during the development and construction periods.
Net  realizable  value represents estimates, based on management's present plans
and  intentions,  of  sale price less development and disposition cost, assuming
that  disposition  occurs  in  the  normal  course  of  business.

Goodwill
Goodwill  is  amortized  over  twenty  years  using  the  straight-line  method.
Accumulated  amortization  was  approximately $514,000 and $685,000  at December
31,  1996  and  1997,  respectively.
The  Company,  using  its  best  estimates  based  on reasonable and supportable
assumptions  and  projections,  has  reviewed  long-lived  assets  and  certain
identifiable intangibles to be held and used, and no impairment appears to exist
as  of  December  31,  1996  and  1997.

Furniture  and  Equipment
Furniture  and  equipment  are  stated  at cost.  Depreciation is computed using
straight-line  and  accelerated  methods  over the estimated useful lives of the
respective  assets  ranging  from  5  to  39 years.  Accumulated depreciation is
approximately  $1,645,000  and  $2,334,000  at  December  31,  1996  and  1997,
respectively.      Repairs  and  maintenance  costs  are  expensed  as incurred.

Revenue  Recognition
Revenue  is  recognized  upon  a  formal  closing  and  as title to the property
transfers  to  the  buyer.

Income  Taxes
Deferred  tax  assets  and liabilities are computed based on differences between
the financial statement and income tax bases of assets and liabilities using the
enacted    tax  rate.    Deferred  income tax expense or benefit is based on the
change  in  assets  and liabilities from period to period, subject to an ongoing
assessment  of  realization.

Per  Share  Disclosures
In  February 1997, Statement of Financial Accounting Standards ("SFAS") No. 128,
Earnings  Per  Share,  was issued and became effective for annual periods ending
after December 15, 1997.  This statement established standards for computing and
presenting  earnings  per share ("EPS").  SFAS No. 128 replaces the presentation
of  primary  EPS  with  a  presentation  of  basic  EPS.   It also requires dual
presentation  of  basic  and  diluted  EPS  in  the  statement  of  income.

New  Pronouncements
In  June  1997,  SFAS  No.  130,  Comprehensive Income, was issued which becomes
effective  in 1998 and requires reclassification of earlier financial statements
for  comparative purposes.  SFAS No. 130 requires that changes in the amounts of
certain  items, including foreign currency translation adjustments and gains and
losses on certain securities be shown in the financial statements.  SFAS No. 130
does  not  require  a  specific  format    for  the financial statement in which
comprehensive  income  is reported, but does require that an amount representing
total  comprehensive  income  be  reported  in  that  statement.   Adopting this
statement  in  January  1998  will  have  no  financial  impact on the Company's
consolidated  financial  statements.

Also in June 1997, SFAS No. 131, Disclosures about Segments of an Enterprise and
Related  Information,  was  issued.    This Statement will change the way public
companies  report  information  about segments of their business in their annual
financial statements and requires them to report selected segment information in
their  quarterly  reports  issued to shareholders.  It also requires entity-wide
disclosures  about  the  products  and services an entity provides, the material
countries  in  which  it  holds  assets  and  reports  revenues,  and  its major
customers.   SFAS No. 131 is effective for fiscal years beginning after December
15,    1997.   Management has not yet determined the effect, if any, of SFAS No.
131  on  the  Company's  consolidated  financial  statements.

3.                    FINANCIAL  INSTRUMENTS

SFAS  No. 107, Disclosure About Fair Value of Financial Instruments, defines the
fair value of a financial instrument as the amount at which the instrument could
be  exchanged  in a current transaction between willing parties, other than in a
forced  or liquidation sale.  The following summarizes the estimated fair values
of  financial  instruments  and  the  major  methods  and  assumptions  used  in
estimating  such  amounts:

The  recorded  amounts  of  short-term financial instruments (primarily cash and
cash  equivalents, retainages, and accounts payable) approximate the fair values
due  to  the  relatively  short  period  to  maturity.

Debt  with  variable  interest  rates  is  recorded  at  carrying  amounts which
approximate  the  fair  value  based  on  discounted  future  cash flows.    The
carrying  amount  of senior notes payable at December 31, 1997, approximates the
fair  value    based  upon  debt  instruments with similar terms and conditions.


4.                  REAL  ESTATE  INVENTORIES
<TABLE>

<CAPTION>

Real  estate  inventories  at  December  31  consist  of:


<S>                                   <C>           <C>
                                              1996          1997
                                      ------------  ------------

Residential homes under construction  $ 50,512,565  $ 74,525,972
Land held for future development . .    16,644,887    18,988,624
Land under development . . . . . . .    30,639,075    35,212,285
Purchased developed lots . . . . . .     8,456,435    13,956,254
Homes held for resale. . . . . . . .       939,770     3,099,039
Model homes. . . . . . . . . . . . .     6,009,375     7,741,397
                                      ------------  ------------
                                      $113,202,107  $153,523,571
                                      ------------  ------------
</TABLE>



The  Company  occasionally purchases homes from customers to facilitate the sale
of  new  homes.  Such homes held for resale are recorded at the lower of cost or
market.

5.                    INVESTMENTS  IN  UNCONSOLIDATED  JOINT  VENTURES

The  Company has entered into joint ventures with various real estate developers
and  owns  50%  or  less  in each venture.  The joint ventures are accounted for
using  the  equity  method.    Aggregated  condensed  financial  information for
unconsolidated  joint  ventures  is  as  follows:
<TABLE>

<CAPTION>



<S>          <C>         <C>         <C>
                   1995        1996         1997
             ----------  ----------  -----------

Revenue . .  $   29,171  $  518,372  $24,978,053
Expenses. .      27,007     487,938   23,146,934
             ----------  ----------  -----------
Net income.  $    2,164  $   30,434  $ 1,831,119
             ==========  ==========  ===========

Assets. . .  $2,341,058  $7,962,009  $43,891,845
Liabilities     726,250   3,627,019   31,043,708
             ----------  ----------  -----------
Equity. . .  $1,614,808  $4,334,990  $12,848,137

</TABLE>



For 1995 and 1996, assets of the joint ventures consisted primarily of developed
lots,  land  under  development  and  land held for future development.  Revenue
consisted  primarily  of  residential  lot  sales.  Land joint ventures provided
$217,000  and  $2,843,994  in lots to the Company in 1996 and 1997 respectively.
Investments  in  land  joint ventures include accounts receivable from the joint
ventures  and  certain  lot deposits of approximately $1,312,000 and $917,300 in
1996  and  1997,  respectively.

In  October  1997,  the  Company  entered  into  a  joint  venture with  another
homebuilding  company  in Indianapolis.  This joint venture provided $825,420 in
other  income  to  the  Company.   Investments in joint ventures at December 31,
1997, includes $5,000,000 in notes receivable from this joint venture.  The note
receivable bears interest at the prime rate of NBD Bank, N.A., (8.5% at December
31,  1997),  payable  quarterly,  and  matures  in  2003.






6.                    Credit  Arrangements
<TABLE>

<CAPTION>

Notes  payable  consists  of  the  following  at  December  31:


<S>                                                                       <C>          <C>
                                                                                 1996         1997
Line of credit with banks, maximum $60,000,000, with interest payable
on funds committed for fixed periods at LIBOR (5.687% at December
31, 1997) plus 2.4% and on floating funds at the banks' prime rate (8.5%
at December 31, 1997) maturing in March 1999.. . . . . . . . . . . . . .  $25,842,000  $30,897,000
Various notes payable collateralized by land, with periodic principal
payments, maturing from May 1997 through November 2000, and
bearing fixed and variable interest at rates ranging from 8.25% to . . .    1,261,998      780,987
prime plus 1%.
Senior notes payable, due December 2004 with annual principal
payments of $2,777,777, and  quarterly interest payments at 7.625%
per annum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   22,222,222   19,444,444
                                                                          $49,326,220  $51,122,431
                                                                          ===========  ===========
</TABLE>


The senior note and line of credit agreements require a minimum current ratio, a
minimum fixed charge coverage ratio, a maximum ratio of debt to tangible capital
base,  a  maximum  ratio  of  land  to  equity, and a maximum ratio of debt to a
borrowing  base  derived  from  inventory  levels.    The senior  note agreement
requires  a  pre-payment  premium    in the event of early extinguishment of the
debt.    Additionally, both credit agreements limit investment in unconsolidated
joint ventures,  payments of cash dividends, and require express written consent
of  the  lenders  for  certain  transactions.

Interest  capitalized  during  real  estate  development  and  construction  was
approximately  $1,299,700,  $2,155,400, and $3,925,100 for 1995, 1996, and 1997,
respectively.

Interest  paid,  including  amounts  capitalized,  was approximately $1,977,800,
$3,194,700  and $4,798,000 in 1995, 1996, and 1997, respectively.   The weighted
average  interest rate on borrowings outstanding was 7.92% at December 31, 1997.
<TABLE>

<CAPTION>

Scheduled  maturities of notes payable for each of the five years and thereafter
as  of  December  31,  1997  are  as  follows:


<S>         <C>
1998 . . .  $ 3,358,764
1999 . . .   33,774,777
2000 . . .    2,877,777
2001 . . .    2,777,777
2002 . . .    2,777,777
Thereafter    5,555,559
            -----------

            $51,122,431
            ===========
</TABLE>


7.                  Shareholders'  Equity

The  Company has authorized 10,000,000 preferred shares which remain unissued at
December 31, 1997.  The Board of Directors of the Company has not yet determined
the  preferences,  qualifications,  relative  voting  or  other  rights  of  the
authorized  preferred  shares.

The  Company  issued  62,276  common  shares to acquire a homebuilder in June of
1997.

The  Company  has  incentive  share  option  plans  for  employees and directors
pursuant  to which  937,500 common shares are reserved.  The options were issued
at  market prices on the grant date,  became exercisable on the grant date or in
some cases three years from the grant date, and expire ten years after the grant
date.   Details of stock options are as follows.  All figures have been adjusted
to  reflect  a  three-for-two  stock  split  effective  August  18, 1997.  As of
December  31,  1997,  options  outstanding had exercise prices between $5.17 and
$22.63  and  a  weighted  average  remaining    contractual  life  of 7.9 years.
<TABLE>

<CAPTION>

                             1995                 1996                      1997
                   --------------       --------------             -------------


<S>                <C>       <C>        <C>       <C>        <C>       <C>
                             Weighted             Weighted             Weighted
                             Average              Average              Average
                             Exercise             Exercise             Exercise
                   Shares    Price      Shares    Price      Shares    Price
Beginning Balance  195,000   $    6.13  243,750   $    5.76  270,450   $    7.70
Options granted .  111,000        5.17   90,750       11.83  139,500       13.59
Options exercised  (17,250)       5.17  (36,312)       5.46  (24,750)       5.19
Options forfeited  (45,000)       6.06  (27,738)       7.26   (7,500)      11.83
                   --------  ---------  --------  ---------  --------  ---------
Ending Balance. .  243,750   $    5.76  270,450   $    7.70  377,700   $    9.96
                   ========  =========  ========  =========  ========  =========
Exercisable . . .  225,750   $    5.75  255,450   $    7.80  377,700   $    9.96
                   ========  =========  ========  =========  ========  =========
</TABLE>



The  Company  applies  APB  Opinion  No.  25,  Accounting  for  Stock  Issued to
Employees,  and  related Interpretations in accounting for the option plans.  No
compensation  cost  has  been  recognized for the plans because the stock option
price  is  equal to fair value at the grant date.  Had compensation cost for the
plans  been  determined  based  on  the fair value at the grant dates for awards
under  the  plan  consistent  with  the  method  of SFAS No. 123, Accounting for
Stock-Based  Compensation,  the  Company's  net income and basic and diluted net
income per share for the years ended December 31, 1995, 1996 and 1997 would have
decreased  to  the  pro  forma  amounts  indicated  below:


<TABLE>

<CAPTION>



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

                                      1995         1996         1997
                               -----------  -----------  -----------
Net income:
      As reported . . . . . .  $11,111,412  $15,065,628  $20,005,786
      Pro forma . . . . . . .   10,978,736   14,829,416   19,512,261
Basic net income per share:
      As reported . . . . . .         1.22         1.65         2.05
      Pro forma . . . . . . .         1.21         1.62         2.00
Diluted net income per share:
      As reported . . . . . .         1.21         1.63         2.02
      Pro forma . . . . . . .         1.20         1.60         1.97
</TABLE>


The  fair value of the option grants are estimated on the date of grant using an
option  pricing  model  with  the  following  assumptions:    no dividend yield,
risk-free interest rates of 6.07% to 7.13%, volatility of  39 to 42 and expected
lives  ranging  from  five  to  ten  years.    The  pro  forma  amounts  are not
representative  of  the  effects  on  reported  net  income  for  future  years.

In  1997,  the  Company  adopted  SFAS No. 128 and accordingly, the accompanying
consolidated  statements of income have been restated to reflect diluted as well
as basic net income per share amounts.  The following is a reconciliation of the
weighted  average  common  shares for the basic and diluted net income per share
computations:
<TABLE>

<CAPTION>


  FOR  THE  YEAR  ENDED  DECEMBER  31,
--------------------------------------


<S>                               <C>        <C>        <C>
                                       1995       1996       1997
Weighted average common shares .  9,112,197  9,149,993  9,758,678
Dilutive effect of stock options     71,292    111,206    168,804
                                  ---------  ---------  ---------
Weighted average common shares
   and incremental shares. . . .  9,183,489  9,261,199  9,927,482
                                  =========  =========  =========
</TABLE>


8.                    INCOME  TAXES
<TABLE>

<CAPTION>

The  reconciliation of  income taxes computed at the U.S. federal statutory tax rate
to  income  tax  expense  for  the  years ended December 31, 1995, 1996 and 1997 is:


<S>                                             <C>         <C>          <C>
                                                      1995        1996          1997
                                                ----------  -----------  -----------

Tax at U.S. statutory rate . . . . . . . . . .  $6,520,567  $8,634,057   $10,785,504
State income taxes, net of federal tax benefit     931,510   1,233,437     2,607,843
Other, net . . . . . . . . . . . . . . . . . .      66,701    (264,387)          -0-
                                                $7,518,778  $9,603,107   $13,393,347
                                                ==========  ===========  ===========
</TABLE>



<TABLE>

<CAPTION>

The  following is a summary of the components of the provision for income taxes:


<S>                             <C>          <C>          <C>
                                      1995         1996          1997
                                -----------  -----------  ------------
Current tax expense:
   Federal . . . . . . . . . .  $6,115,338   $8,014,453   $10,842,305
   State . . . . . . . . . . .   1,480,434    1,757,962     2,621,472
                                -----------  -----------  ------------
                                 7,595,772    9,772,415    13,463,777
Deferred tax expense (benefit)     (76,994)    (169,308)      (70,430)
                                -----------  -----------  ------------
                                $7,518,778   $9,603,107   $13,393,347
                                ===========  ===========  ============
</TABLE>


Income  taxes paid were $6,233,382, $7,570,365 and $12,514,567 during 1995, 1996
and  1997,  respectively.

Deferred  tax assets of approximately $326,000 and $396,000 at December 1996 and
1997,  respectively,  result  principally  from  temporary  differences  in  the
recognition  of  warranty  expense  for  tax  and  financial reporting purposes.

9.                    Related  Party  Transactions

Office  and  warehouse  space  at  the  Company's  headquarters is leased from a
related  party.  During 1995, 1996 and 1997 approximately $222,800, $251,200 and
$292,800,  respectively,  in  rental  payments  were  made  to  related  parties
Interest  paid  on debt from related parties was approximately $447,000 in 1995.

10.                  Leases

The  Company  leases  office  and warehouse space, vehicles and office equipment
pursuant to operating lease agreements expiring from February 1998 to June 2002.
Rent  expense  was  approximately $314,800, $479,100 and $510,200 for 1995, 1996
and  1997,  respectively.  Annual minimum payments to be made to a related party
incorporated in the amounts below range from $284,436 in 1998 to $5,160 in 2001.
<TABLE>

<CAPTION>

Annual  minimum  operating  lease  payments  due  as of December 31, 1997 are as
follows:


<S>   <C>
1998  $  629,993
1999     362,839
2000     188,075
2001      54,989
2002      24,882
      ----------
      $1,260,778
      ==========
</TABLE>


11.                    Employee  Benefits

The  Company's    defined  contribution  savings  plan  covers substantially all
employees  of    the  Company.   Participants are allowed to make nonforfeitable
contributions  up  to limits established by the Internal Revenue Code.  In 1995,
the  Company  matched in cash 50% of the first 6% of compensation contributed by
each  participant,  totalling  $117,000.    At  December  31,  1995, the Company
declared  a  discretionary  cash  contribution  of  approximately  $322,510.

 During  1996, the Company amended the plan to permit investment by employees in
the  Company's  common  shares.  The Company registered the shares to be offered
under  the plan with the Securities Exchange Commission on Form S-8 on March 22,
1996.    In  1996  and  1997, as in 1995, the Company matched in cash 50% of the
first  6%  of  compensation contributed by  each participant, totalling $114,800
and  $142,500 respectively.  On December 31, 1996 and 1997, the Company declared
a  discretionary  profit  sharing  contribution  of  approximately $340,000  and
$509,000  respectively,  payable  in  the  Company's  common  shares.    These
contributions  were the maximum amount deductible by the Company under the rules
set  forth    in  section  404(a)(3)  of    the  Internal  Revenue  Code.

12.            Commitments  and  Contingencies

To  assure  the  future  availability  of  various developed lots, in the normal
course  of  business,  the  Company  has  contracted to purchase developed lots.
Total  commitments  for  these  purchases  were  approximately  $118  million at
December  31, 1997.  The purchase of these lots is subject to various conditions
imposed  on  both  the  sellers  and  the  Company.

The  Company  from  time to time is involved in routine litigation incidental to
its  business.  The Company does not believe that any liabilities resulting from
litigation to which it is a party will materially affect the Company's financial
position  and  results  of  operations.



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

None.




                                    PART III

ITEM  10.    DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  COMPANY.

The  information  required  by  this Item is contained in the sections captioned
"Election  of  Directors"  and  "Section  16(A)  Beneficial  Ownership Reporting
Compliance"  of  the  Company's  Proxy  Statement  for  the  Annual  Meeting  of
Stockholders  to  be  held  on  May  28,  1998  (the  "Proxy Statement"), and is
incorporated  herein  by  reference.    Information  with  respect  to Executive
Officers  of  the  Company is set forth under the caption "Executive Officers of
the  Registrant"  in  Part  I,  Item  1  of  this  report.


ITEM  11.    EXECUTIVE  COMPENSATION

The  information  required  by  this  Item is contained in the section captioned
"Executive  Compensation"  of  the Company's Proxy Statement and is incorporated
herein  by  reference.


ITEM  12.    SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

The  information  required  by  this  Item is contained in the section captioned
"Security  Ownership  of  Certain  Beneficial  Owners  and  Management"  of  the
Company's  Proxy  Statement  and  is  incorporated  herein  by  reference.


ITEM  13.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

The  information  required  by  this  Item is contained in the section captioned
"Certain  Transactions"  of  the  Company's  Proxy Statement and is incorporated
herein  by  reference.




                                     PART IV

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

(A)  DOCUMENTS  FILED  WITH  THIS  REPORT.   See Index to Consolidated Financial
Statements  included  in this report.         See Item 14(d) for an index of the
supplementary  financial  statement  schedule  included  in  this  report.


(B)  REPORTS  ON  FORM  8-K.    None.

(C)  EXHIBITS.    There are included in this report or incorporated by reference
the  following  exhibits.


<TABLE>

<CAPTION>

 Exhibit
Number                    Description  of  Exhibit



<C>    <S>

  3.1  Amended and restated Articles of Incorporation of Crossmann Communities, Inc.(Incorporated
       by reference to Exhibit 3.1 to Form S-1 Registration Statement No. 33-68396.)

  3.2  Bylaws of Crossmann Communities, Inc. (Incorporated by reference to Exhibit 3.2 to Form S-1
       Registration Statement No. 33-68396.)

  4.1  Specimen Share Certificate for Common Shares. (Incorporated by reference to Exhibit 2.9 to
       Form S-1 Registration Statement No. 33-68396.)

 10.1  1993 Outside Director Stock Option Plan. (Incorporated by reference to Exhibit 10.2 to Form S-
       1 Registration Statement No. 33-68396.)

 10.2  1993 Employee Stock Option Plan. (Incorporated by reference to Exhibit 10.3 to Form S-1
       Registration Statement No. 33-68396.)

 10.3  Partnership Agreement of Mark Anthony Partnership, dated April 17, 1991. (Incorporated by
       reference to Exhibit 10.6 to Form S-1 Registration Statement No. 33-68396.)

 10.4  Employee Stock Option Agreement, dated December 16, 1993 by and between Crossmann
       Communities, Inc. and John Moody.  (Incorporated by reference to Exhibit 10.14 to Form 10-K
       dated March 25, 1994.)

 10.5  Employee Stock Option Agreement, dated June 28, 1994 by and between Crossmann
       Communities, Inc. and John Moody.  (Incorporated by reference to Exhibit 10.17 to Form 10-K
       dated March 24, 1995.)

 10.6  Director Stock Option Agreement, dated March 25, 1994 by and between Crossmann
       Communities, Inc. and James C. Shook.  (Incorporated by reference to Exhibit 10.20 to Form
       10-K dated March 24, 1995.)

 10.7  Director Stock Option Agreement, dated May 25, 1994 by and between Crossmann
       Communities, Inc. and Larry S. Wechter.  (Incorporated by reference to Exhibit 10.21 to Form
       10-K dated March 24, 1995.)

 10.8  Non-standardized Joinder Agreement for McCready and Keene, Inc. 401(k) Basic Regional
       Prototype Plan (with Revised Options) for Crossmann Communities, Inc. (Incorporated by
       reference to Exhibit 10.26 to Form 10-Q dated May 10, 1995.)

 10.9  McCready and Keene, Inc. 401(k) Basic Regional Prototype Plan Basic Plan Document #03.
       (Incorporated by reference to Exhibit 10.27 to Form 10-Q dated May 10, 1995.)

10.10  Trust Agreement for Crossmann Communities, Inc. 401(k) Profit Sharing Plan, by and between
       Crossmann Communities, Inc. and Richard H. Crosser, John Scheumann, and Jennifer Holihen,
       Trustees.  (Incorporated by reference to Exhibit10.28 to Form 10-Q dated May 10, 1995.)

10.11  Employee Stock Option Agreement, dated March 2, 1995 by and between Crossmann
       Communities, Inc. and John Moody.  (Incorporated by reference to Exhibit 10.32 to Form 10-K
       dated March 20, 1996.

10.12  Director Stock Option Agreement, dated May 18, 1995 by and between Crossmann
       Communities, Inc. and James C. Shook.  (Incorporated by reference to Exhibit 10.35 to Form
       10-K dated March 20, 1996.)

10.13  Director Stock Option Agreement, dated May 18, 1995 by and between Crossmann
       Communities, Inc. and Larry S. Wechter.  (Incorporated by reference to Exhibit 10.36 to Form
       10-K dated March20, 1996.)

10.14  Note Agreement dated as of December 19, 1995, $25,000,000 7.625% Senior Notes due
       December 19, 2004, by Crossmann Communities, Inc., et al.(Incorporated by reference to
       Exhibit 10.37 toForm 10-K dated March 20, 1996.)

10.15  7.625% Senior Note due December 19, 2004, issued to Combined Insurance Company of
       America by Crossmann Communities, Inc. et al.  (Incorporated by reference to Exhibit 10.38 to
       Form 10-K dated March 20, 1996.)

10.16  7.625% Senior Note due December 19, 2004, issued to The Minnesota Mutual Life Insurance
       Company by Crossmann Communities, Inc. et al.  (Incorporated by reference to Exhibit 10.39 to
       Form 10-K dated March 20, 1996.)

10.17  Amended and Restated Credit Agreement, dated December 22, 1995, by and between
       Crossmann Communities, Inc. and Bank One, Indianapolis, N.A.  (Incorporated by reference to
       Form 10-K dated March 20, 1996.)

10.18  Employee Stock Option Agreement, dated March 13, 1996 by and between Crossmann
       Communities, Inc. and John Moody.  (Incorporated by reference to Exhibit 10.43 to Form 10-k
       dated March 12, 1997.)

10.19  Director Stock Option Agreement, dated March 13, 1996 by and between Crossmann
       Communities, Inc. and Larry S. Wechter.  (Incorporated by reference to Exhibit 10.45 to Form
       10-K dated March 12, 1997.)

10.20  Director Stock Option Agreement, dated March 13, 1996 by and between Crossmann
       Communities, Inc. and James C. Shook.  (Incorporated by reference to Exhibit 10.45 to Form
       10-K dated March 12, 1997.)

10.47  Employee Stock Option Agreement, dated March 13, 1996 by and between Crossmann
       Communities, Inc. and Jennifer A. Holihen.

10.48  Employee Stock Option Agreement, dated February 18, 1997 by and between Crossmann
       Communities, Inc. and Jennifer A. Holihen.

10.49  Asset Purchase Agreement, dated September 30, 1997 by and among Crossmann Communities,
       Inc., Crossmann Communities of Tennessee, LLC, Heartland Homes Holdings, LLC, Heartland
       Homes, Inc., and Heartland Homes Limited Partnership.

10.50  Amended and Restated Operating Agreement for Trinity Homes, LLC dated October 17, 1997,
       by and among Crossmann Communities, Inc., Trinity Homes, Inc., and Pyramid Mortgage Co.,
       Inc.

 19.1  Lease by and between Pinnacle Properties LLC ("Landlord") and Crossmann Communities, Inc.
       ("Tenant"),9202 North Meridian Street, Suite 300, Indianapolis, Indiana 46260, executed April
       18, 1994.  (Incorporated by references as Exhibit  19.1 to Form 10-Q filed with the Securities
       and Exchange Commission August  12, 1994.)

 21.1  Amended  subsidiaries of the registrant.

 23.1  Consent of Deloitte & Touche LLP.

 27.1  Financial Data Schedule for the year ended December 31, 1997.
</TABLE>



                                   SIGNATURES



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


CROSSMANN  COMMUNITIES,  INC.



By  /s/  John  B.  Schuemann

Chairman  and  Chief  Exeuctive  Officer

Dated  March  24,  1997


<TABLE>

<CAPTION>



<S>                      <C>                                                          <C>
Signature . . . . . . .  Title                                                        Date
/s/ John B. Scheumann .  Chairman of the Board of Directors, Chief Executive Officer  March 24, 1997
/s/ Richard H. Crosser.  Director; President and Chief Operating Officer              March 24, 1997
/s/ Jennifer A. Holihen  Director; Chief Financial Officer; Treasurer; Secretary;     March 24, 1997
                         Principal Financial and Accounting Officer
/s/ James C. Shook. . .  Director                                                     March 24, 1997
/s/ Larry S. Wechter. .  Director                                                     March 24, 1997
</TABLE>









EXHIBIT  10.47
--------------

                          CROSSMANN COMMUNITIES,  INC.

                         EMPLOYEE STOCK OPTION AGREEMENT
                         -------------------------------

     THIS  AGREEMENT made this thirteenth day of March, by and between Crossmann
Communities,  Inc.,  an  Indiana  corporation  (the  "Company")  and Jennifer A.
Holihen  (the  "Optionee"),  pursuant  to  the terms, conditions and limitations
contained  in  the  Employee  Stock Option Plan, attached hereto and made a part
hereof  and  as  it  may  be  amended  from time to time hereafter (the "Plan");

     WHEREAS,  the  Board  has determined that it is in the best interest of the
Company  and  appropriate  to  the stated purposes of the Plan, that the Company
grant  to  the  Optionee  an  option  to  purchase shares of Common Stock of the
Company  pursuant  to  the  terms and conditions of the Plan and this Agreement,

     NOW,  THEREFORE,  the  Company and the Optionee do hereby agree as follows:

     1.          Grant of Option.  The Company hereby grants to the Optionee the
                 ---------------
right  and  option  to  purchase, pursuant to the terms and conditions contained
herein  and  in the Plan, all or any part of an aggregate of 5,000 shares of the
Common  Stock  of  the  Company  (the  "Option").

     2.       Option Price.  The Option price hereunder is $17.75 per share (the
              ------------
"Option Price") which Option Price is equal to one hundred percent (100%) of the
fair  market  value  of the Common Stock on the date of grant of the Option (the
"Grant  Date")  under this Agreement, as determined under the terms of the Plan.

     3.     Exercise of Option.  The Option shall be exercisable as of March 13,
            ------------------
1996,  and shall continue to be exercisable subject to the provisions of Section
4,  6  and  7,  until  the  tenth anniversary of the Grant Date (the "Expiration
Date").

          (a)      Method of Exercise.  The Option shall be exercised by written
                   ------------------
notice,          which  shall:

               (i)      state the election to exercise the Option, the number of
shares in respect of which it is being exercised, the person(s) in whose name(s)
the  stock  certificate(s)  for such shares is (are) to be registered, including
pertinent  address(es)  and  Social  Security  Number(s);

               (ii)      contain such representations and agreements, if any, as
may  be  required  by  the Company's counsel relative to the holder's investment
intent  regarding  such  shares;

               (iii)          be  signed  by  the  Optionee;  and

               (iv)        be in writing and delivered in person or by certified
mail  to  the  Chairman  of  the  Board  of  the  Company.

          The  Option  may  not  be exercised if the issuance of the shares upon
such  exercise  could  constitute a violation of any applicable Federal or state
securities  or other law or valid regulation.  As a condition to his exercise of
the Option, the Company may require the person exercising the Option to make any
representation  or  warranty to the Company as may be required by any applicable
law  or  regulation.

          (b)       Payment Upon Exercise of Option.  Payment of the full Option
                    -------------------------------
Price  for shares upon which the Option is exercised shall accompany the written
notice  of  exercise  described above.  The Company shall cause to be issued and
delivered to the Optionee the certificate(s) representing such shares as soon as
practicable  following  the  receipt  of the notice and payment described above.

          (c)       Limitation on Exercise of Option.  Notwithstanding any other
                    --------------------------------
provision  of  this  Agreement  to the contrary, the aggregate fair market value
(determined  as  of  the  Grant  Date)  of  the Common Stock of the Company with
respect  to  which  the  Option  is  exercisable  for  the first time during any
calendar  year,  under all such incentive stock option plans (as defined in Code
Section 422A) of the Company and any parent or subsidiary corporations shall not
exceed  One  Hundred  Thousand  Dollars  ($100,000.00).

          (d)     No Obligation to Exercise Option.  This grant of options shall
                  --------------------------------
impose  no          obligation  upon  the Optionee to exercise any such Options.

     4.      Nontransferability of Option.  The Option shall not be transferable
             ----------------------------
or  assignable  by  the  Optionee.   The Option shall be exercisable, during the
Optionee's  lifetime,  only  by  him or her.  The Option shall not be pledged or
hypothecated  in  any  way, and shall not be subject to execution, attachment or
similar  process.   Any attempted transfer, assignment, pledge, hypothecation or
other  disposition of the Option contrary to the provisions hereof, and the levy
of  any  process  upon  the  Option,  shall  be  null,  void and without effect.

     5.     Termination of Employment.   In the event Optionee shall cease to be
            -------------------------
employed  by  the  Company,  all  options  granted  to  the  Optionee under this
Agreement shall terminate immediately as to the unexercised portion thereof.  In
the  event  of  the  death  of  an  Optionee while in employ of the Company, the
Optionee's  personal representative shall have the right subject to Section 3 of
this  Agreement  and  the Plan, to exercise any and all Options which could have
been  exercised  on the date of death, at any time within twelve months from the
date  of  death.

     6.      Effect of Amendment, Suspension or Termination of Existing Options.
             ------------------------------------------------------------------
No  amendment,  suspension  or  termination  of  the  Plan  shall,  without  the
Optionee's  consent,  alter  or  impair  any of the rights or obligations of the
Company  or  the  Optionee with respect to the Option granted under the terms of
this  Agreement.

     7.      Restrictions on Issuing Shares.   The Company's shares shall not be
             ------------------------------
issued  pursuant to the exercise of the Option unless the transferability of the
shares  so  issued  and/or  the  actual  issuance  of the shares comply with all
relevant  provisions  of law, including but not limited to, the (i) limitations,
if  any,  imposed  by the Sate of Indiana, (ii) restrictions, if any, imposed by
the  Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended,  and  the  rules  and  regulations  promulgated  by  the  United States
Securities  and  Exchange  Commission  thereunder, and (iii) requirements of any
stock  exchange  upon  which  the  shares  may  then  be  listed.   The Board of
Directors, shall, in its sole discretion, determine if such restrictions or such
issuance  of  shares  so  complies  with  all  relevant  provisions  of  law.

          (a)          Withholding  of  Taxes.   Shares shall not be issued upon
                       ----------------------
exercise  of  the      Option unless and until withholding tax, if any, or other
withholding liabilities, if any, imposed by any governmental entity have, in the
opinion  of  the  Board  of  Directors,  been  satisfied  or provision for their
satisfaction  has  been  made.

          (b)        Other Restrictions.  The Board of Directors may at the time
                     ------------------
shares  are        actually issued pursuant to the exercise of the Option, place
such  further  restrictions on the transferability of any shares of Common Stock
to  be  issued  to the Optionee upon the exercise of the Option as the Board, in
its  sole  discretion,  determines  to  be reasonable, appropriate or necessary.

          (c)        No Rights Vested as a Shareholder.  The Optionee and/or his
                     ---------------------------------
successor  in  interest shall not have any of the rights of a shareholder of the
Company  by reason of the grant of the Option until such Option is exercised and
optioned  shares  are  issued  pursuant  to  such  Option.
     8.          Adjustments.    In  the  event of any Company recapitalization,
                 -----------
dissolution,  liquidation or reorganization, the adjustments described under the
terms  of  the  Plan  shall  be  applied.

     9.      Acknowledgment.  The Optionee acknowledges receipt of a copy of the
             --------------
Plan,  a  copy  of  which  is  attached  hereto, and represents that Optionee is
familiar  with  the terms and provisions thereof, and hereby accepts this Option
subject  to  all  the  terms  and provisions thereof.  Optionee hereby agrees to
accept  as binding, conclusive and final all decisions or interpretations of the
Board  upon  any  questions  arising  under  the  Plan.

     IN  WITNESS WHEREOF, the Company, by its authorized representative, and the
Optionee  have  entered  into  this  Agreement  on the date first written above.

CROSSMANN  COMMUNITIES,  INC.:                              OPTIONEE:


By:  /s/Richard  H.  Crosser                          By: /s/Jennifer A. Holihen
----------------------------                          --------------------------
Richard  H.  Crosser, President                    Jennifer A. Holihen, Optionee







EXHIBIT  10.48
--------------

                          CROSSMANN COMMUNITIES,  INC.

                         EMPLOYEE STOCK OPTION AGREEMENT
                         -------------------------------



     THIS  AGREEMENT  made  this  eighteenth (18th) day of February, 1997 by and
between  Crossmann Communities, Inc., an Indiana corporation (the "Company") and
JENNIFER  HOLIHEN  (the  "Optionee"),  pursuant  to  the  terms,  conditions and
limitations  contained  in  the  Employee Stock Option Plan, attached hereto and
made  a  part  hereof  and as it may be amended from time to time hereafter (the
"Plan");

     WHEREAS,  the  Board  has determined that it is in the best interest of the
Company  and  appropriate  to  the stated purposes of the Plan, that the Company
grant  to  the  Optionee  an  option  to  purchase shares of Common Stock of the
Company  pursuant  to  the  terms and conditions of the Plan and this Agreement,

     NOW,  THEREFORE,  the  Company and the Optionee do hereby agree as follows:

     1.          Grant of Option.  The Company hereby grants to the Optionee the
                 ---------------
right  and  option  to  purchase, pursuant to the terms and conditions contained
herein  and  in the Plan, all or any part of an aggregate of 5,000 shares of the
Common  Stock  of  the  Company  (the  "Option").

     2.       Option Price.  The Option price hereunder is $19.75 per share (the
              ------------
"Option Price") which Option Price is equal to one hundred percent (100%) of the
fair  market  value  of the Common Stock on the date of grant of the Option (the
"Grant  Date")  under this Agreement, as determined under the terms of the Plan.

     3.      Exercise of Option.  The Option shall be exercisable as of February
             ------------------
18,  1997,  and  shall  continue  to be exercisable subject to the provisions of
Section  4,  6  and  7,  until  the  tenth  anniversary  of  the Grant Date (the
"Expiration  Date").

          (a)      Method of Exercise.  The Option shall be exercised by written
                   ------------------
notice,    which  shall:

               (i)      state the election to exercise the Option, the number of
shares in respect of which it is being exercised, the person(s) in whose name(s)
the  stock  certificate(s)  for such shares is (are) to be registered, including
pertinent  address(es)  and  Social  Security  Number(s);

               (ii)      contain such representations and agreements, if any, as
may  be  required  by  the Company's counsel relative to the holder's investment
intent  regarding  such  shares;

               (iii)          be  signed  by  the  Optionee;  and

               (iv)        be in writing and delivered in person or by certified
mail  to  the  Chairman  of  the  Board  of  the  Company.

          The  Option  may  not  be exercised if the issuance of the shares upon
such  exercise  could  constitute a violation of any applicable Federal or state
securities  or other law or valid regulation.  As a condition to his exercise of
the Option, the Company may require the person exercising the Option to make any
representation  or  warranty to the Company as may be required by any applicable
law  or  regulation.

          (b)       Payment Upon Exercise of Option.  Payment of the full Option
                    -------------------------------
Price  for shares upon which the Option is exercised shall accompany the written
notice  of  exercise  described above.  The Company shall cause to be issued and
delivered to the Optionee the certificate(s) representing such shares as soon as
practicable  following  the  receipt  of the notice and payment described above.

          (c)       Limitation on Exercise of Option.  Notwithstanding any other
                    --------------------------------
provision  of  this  Agreement  to the contrary, the aggregate fair market value
(determined  as  of  the  Grant  Date)  of  the Common Stock of the Company with
respect  to  which  the  Option  is  exercisable  for  the first time during any
calendar  year,  under all such incentive stock option plans (as defined in Code
Section 422A) of the Company and any parent or subsidiary corporations shall not
exceed  One  Hundred  Thousand  Dollars  ($100,000.00).

          (d)     No Obligation to Exercise Option.  This grant of options shall
                  --------------------------------
impose  no          obligation  upon  the Optionee to exercise any such Options.

     4.      Nontransferability of Option.  The Option shall not be transferable
             ----------------------------
or  assignable  by  the  Optionee.   The Option shall be exercisable, during the
Optionee's  lifetime,  only  by  him or her.  The Option shall not be pledged or
hypothecated  in  any  way, and shall not be subject to execution, attachment or
similar  process.   Any attempted transfer, assignment, pledge, hypothecation or
other  disposition of the Option contrary to the provisions hereof, and the levy
of  any  process  upon  the  Option,  shall  be  null,  void and without effect.

     5.     Termination of Employment.   In the event Optionee shall cease to be
            -------------------------
employed  by  the  Company,  all  options  granted  to  the  Optionee under this
Agreement shall terminate immediately as to the unexercised portion thereof.  In
the  event  of  the  death  of  an  Optionee while in employ of the Company, the
Optionee's  personal representative shall have the right subject to Section 3 of
this  Agreement  and  the Plan, to exercise any and all Options which could have
been  exercised  on the date of death, at any time within twelve months from the
date  of  death.

     6.          Non-Competitive,  Non-Solicitation  and  Non-Disclosure.    In
                 -------------------------------------------------------
consideration  for the grant of the Option by the Company, the Optionee consents
to  the  following  restrictions on competition, solicitation, and disclosure of
certain  information (the "Covenants").  The Company and the Optionee agree that
participation  in  the  Plan  bears a significant relationship to the Optionee's
employment situation, and that the Covenants are ancillary to the stated purpose
of the Plan, namely, providing key employees of the Company or of any subsidiary
corporation  of  the  Company  with  an  opportunity  to  acquire  or increase a
proprietary  interest  in the Company, thereby (1) creating a stronger incentive
to  expend  maximum  effort  for  the  growth and success of the Company and its
subsidiaries  and  (2)  encouraging  such individuals to remain in the employ or
service  of  the  Company  or  one  or  more  of  its  subsidiaries.

     The  Optionee  acknowledges  that  the  Covenants,  including the duration,
scope,  and  territory  thereof,  are,  under  the circumstances, reasonable and
necessary  to  safeguard  the interests of the Company.  In the event that these
restrictions  are  found to be overly broad or unreasonable, the Optionee agrees
that  such  restrictions  shall  be enforceable on such modified terms as may be
deemed  reasonable  and  enforceable  by  a court having competent jurisdiction.

     a.       Non-Competition  During the term of the Optionee's employment with
              ---------------
the  Company, and for a period of two (2) years following the termination of the
Optionee's  employment  (irrespective  of  the  timing,  manner, cause, or other
circumstances  of  such  termination),  the  Optionee  shall  not,  directly  or
indirectly,  as  an  individual  or  as  a director, officer, employee, partner,
shareholder,  consultant,  manager,  agent,  or  in  any  other  capacity become
associated  with  any  individual,  corporation, partnership or business that is
engaged, directly or indirectly, in any business carried on or engaged in by the
Company.  The restrictions of this subparagraph (a) shall apply to the lesser of
(1)  each  and all of the markets in which the Company is now operating or shall
hereafter  operate  or  (2)  the  maximum  area declared by a court of competent
jurisdiction  to  be  reasonable  and  enforceable.

     b.     Non-Solicitation.  During the term of his or her employment with the
            ----------------
Company  and  the two (2) year period immediately following the cessation of his
or  her  employment  with  the  Company,  the  Optionee  shall  not, directly or
indirectly,  as  an  individual  or on behalf of another company or in any other
capacity:

          i.     call upon, solicit, contact or service any customer, client, or
potential  client  of  the  Company;

          ii.        call  upon,  solicit,  contact  or  service any individual,
corporation, partnership or any company or business of which the Optionee became
aware  through  the  Company;  or

          iii.      solicit  for  employment,  endeavor  to entice away from the
Company,  recruit,  hire  or otherwise interfere with the Company's relationship
with  any person who is employed by or otherwise engaged to perform services for
the  Company.

     c.       Non-Disclosure.   The Optionee recognizes that by reason of his or
              ---------------
her  employment with the Company, he or she may acquire Confidential Information
concerning  the  Company's operation, the use or disclosure of which could cause
the Company and its affiliates or subsidiaries immeasurable and substantial loss
and  damages.    Accordingly, the Optionee covenants and agrees with the Company
that,  except  as  necessary to perform his or her employment obligations to the
Company, or with the prior written consent of the Company, he or she or she will
not at any time directly or indirectly (i) disclose any Confidential Information
that  he  or  she  may learn of by association with the Company, or (ii) use any
Confidential  Information other than in the performance of his or her employment
for  the  Company.  The term "Confidential Information" includes information not
in  the public record and not previously disclosed to the public or to the trade
by  the  Company's management or Board with respect to the  products, facilities
and methods, trade secrets and other intellectual property, systems, procedures,
manuals,  reports,  price lists, customer lists, financial information, business
plans,  prospects  or opportunities of the Company or any of its subsidiaries or
affiliates.    The Optionee's obligations set forth in this Section 6(c) and the
Company's  remedies,  whether  legal  or  equitable,  shall extend indefinitely.

     7.          Remedies for Breach of Covenants.  The Optionee recognizes that
                 --------------------------------
breach  of  any  of  the  Covenants  contained  in  Section  6  herein may cause
irreparable injury to the Company, inadequately compensable in monetary damages.
Accordingly,  in  addition  to any other legal or equitable remedies that may be
available  to the Company, the Optionee agrees that the Company will be entitled
to  seek and obtain injunctive relief against the breach or threatened breach of
any  of  the  Optionee's  obligations under the Covenants.  The Company shall be
entitled  to  recover from the Optionee its reasonable attorneys' fees and costs
of  any  action  to  enforce  the  Covenants.


     8.      Effect of Amendment, Suspension or Termination of Existing Options.
             ------------------------------------------------------------------
No  amendment,  suspension  or  termination  of  the  Plan  shall,  without  the
Optionee's  consent,  alter  or  impair  any of the rights or obligations of the
Company  or  the  Optionee with respect to the Option granted under the terms of
this  Agreement.

     9.      Restrictions on Issuing Shares.   The Company's shares shall not be
             ------------------------------
issued  pursuant to the exercise of the Option unless the transferability of the
shares  so  issued  and/or  the  actual  issuance  of the shares comply with all
relevant  provisions  of law, including but not limited to, the (i) limitations,
if  any,  imposed  by the Sate of Indiana, (ii) restrictions, if any, imposed by
the  Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended,  and  the  rules  and  regulations  promulgated  by  the  United States
Securities  and  Exchange  Commission  thereunder, and (iii) requirements of any
stock  exchange  upon  which  the  shares  may  then  be  listed.   The Board of
Directors, shall, in its sole discretion, determine if such restrictions or such
issuance  of  shares  so  complies  with  all  relevant  provisions  of  law.

          (a)          Withholding  of  Taxes.   Shares shall not be issued upon
                       ----------------------
exercise  of  the      Option unless and until withholding tax, if any, or other
withholding liabilities, if any, imposed by any governmental entity have, in the
opinion  of  the  Board  of  Directors,  been  satisfied  or provision for their
satisfaction  has  been  made.

          (b)        Other Restrictions.  The Board of Directors may at the time
                     ------------------
shares  are        actually issued pursuant to the exercise of the Option, place
such  further  restrictions on the transferability of any shares of Common Stock
to  be  issued  to the Optionee upon the exercise of the Option as the Board, in
its  sole  discretion,  determines  to  be reasonable, appropriate or necessary.

          (c)        No Rights Vested as a Shareholder.  The Optionee and/or his
                     ---------------------------------
successor   in interest shall not have any of the rights of a shareholder of the
Company  by reason of the grant of the Option until such Option is exercised and
optioned  shares  are  issued  pursuant  to  such  Option.

     10.          Adjustments.    In  the event of any Company recapitalization,
                  -----------
dissolution,  liquidation or reorganization, the adjustments described under the
terms  of  the  Plan  shall  be  applied.

     11.     Acknowledgment.  The Optionee acknowledges receipt of a copy of the
             --------------
Plan,  a  copy  of  which  is  attached  hereto, and represents that Optionee is
familiar  with  the terms and provisions thereof, and hereby accepts this Option
subject  to  all  the  terms  and provisions thereof.  Optionee hereby agrees to
accept  as binding, conclusive and final all decisions or interpretations of the
Board  upon  any  questions  arising  under  the  Plan.

     IN  WITNESS WHEREOF, the Company, by its authorized representative, and the
Optionee  have  entered  into  this  Agreement  on the date first written above.


CROSSMANN  COMMUNITIES,  INC.:                                         OPTIONEE:

By:/s/Richard H. Crosser                               By:/s/Jennifer A. Holihen
   ---------------------                                  ----------------------
     Richard  H.  Crosser,  President                                Jennifer A.
Holihen


EXHIBIT  10.49
--------------







DOCUMENT  -  8      X  11"          ASSET  PURCHASE  AGREEMENT

                   DATED AS OF THE 30TH DAY OF SEPTEMBER, 1997

                                  BY AND AMONG

                           CROSSMANN COMMUNITIES, INC.

                     CROSSMANN COMMUNITIES OF TENNESSEE, LLC

                                       and

                        HEARTLAND HOMES HOLDINGS, L.L.C.,

                              HEARTLAND HOMES, INC.

                                       and
                         HEARTLAND HOMES LIMITED PARTNERSHIP
                            ASSET PURCHASE AGREEMENT


     THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of the 30th day of September, 1997, by and among CROSSMANN COMMUNITIES, INC., an
Indiana  corporation  ("Crossmann"),  Crossmann Communities of Tennessee, LLC, a
newly  formed  Indiana limited liability company which is owned 99% by Crossmann
and  1%  by  Deluxe  Homes  of  Lafayette,  Inc.,  a  wholly-owned subsidiary of
Crossmann,  and  was  formed in order to effect the transactions contemplated by
this  Agreement (the "Company" and, collectively with Crossmann the "Purchaser")
and  Heartland  Homes  Holding,  L.L.C.,  an  Oklahoma limited liability company
("Holding"),  Heartland  Homes,  Inc.,  an Oklahoma corporation, wholly-owned by
Holding  ("Homes"), and Heartland Homes Limited Partnership, an Oklahoma limited
partnership  ("HHLP"  or  "Seller")  of  which  Homes  is  a  general  partner
(collectively  with  Holding  and  Homes,  the  "Heartland  Group").

                                   WITNESSETH

     WHEREAS, the Seller is engaged in the business of acquiring undeveloped and
developed  real  estate,  developing  such real estate, and building residential
homes  thereon  in Tennessee and Northern Mississippi (the "Memphis Operation").

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

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

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

                                SALE AND PURCHASE


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

     Section.    Sale  at  Closing  Date.     The sales, conveyances, transfers,
     -------     -----------------------
assignments,  and  deliveries  by  the  Seller of the Acquired Assets, as herein
     -
provided,  shall  be  effected on the Closing Date, free and clear of all Liens,
except  for the Liens set forth on Schedule 1.02, by appropriate deeds, bills of
                                   -------------
sale,  endorsements,  assignments,  and  other  instruments  of  transfer  and
conveyance  satisfactory  in form and substance to the Seller and the Purchaser.

     Section.   Assumption of Liabilities.   Subject to the terms and conditions
     -------    -------------------------
set  forth  herein, from and after the Closing, the Purchaser shall assume, pay,
perform,  and  discharge,  when due, only the liabilities and obligations of the
Seller  which  are  (i) related to the Memphis Operation (ii) listed on Schedule
                                                                        --------
1.03  (the  "Assumed  Liabilities")  and (iii) subject to Section 4.01, Warranty
  --                                                      ------------
Liabilities.    Notwithstanding  the  foregoing, the Purchaser shall not assume,
  -
pay,  perform  or  discharge  any  of  the  following:
  -

          any  liability  not  listed  on  Schedule  1.03;
                                           --------------

          any  liability  or  obligation  which is secured by an Excluded Asset;

          any  unfunded  pension  liability;

          any  Tax  liability  which  accrued  on  or  before  the  Closing Date
(including  any Tax liability resulting from the sale and transfer by the Seller
of  the  Acquired  Assets  hereunder), including past due or delinquent taxes or
interest  or  penalties  thereon;

          any  liability  arising from activities outside of the ordinary course
of  business  of  the  Memphis  Operation;

          any  tort  liability  not  specified  on  Schedule  1.03;
                                                    --------------

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

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

          any  liability arising from any circumstances arising on or before the
Closing  Date  not  listed  on  Schedule  1.03;  or
                                --------------

          any  liability  associated  with the Oklahoma Operation including, but
not  limited  to  any  warranty  liability.
 .
     Section.    Purchase  Price.     The aggregate consideration (the "Purchase
     -------     ---------------
Price")  to be paid by the Purchaser to the Seller for the Acquired Assets shall
be:

          cash in the amount equal to the sum of (i) Four Hundred Fifty Thousand
Dollars  ($450,000.00),  payable  at  the  Closing by wire transfer of  next day
funds pursuant to payment instructions provided by the Seller and (ii) an amount
equal  to  the  Net Assets of the Memphis Operation at the Closing Date, payable
pursuant  to  Section  1.05;  and
              -------------
          the  assumption  of  the  Assumed  Liabilities.

     Section.    Adjustment  to  Purchase  Price.
     -------     -------------------------------

          Escrow.    At the Closing, Purchaser shall place into escrow, pursuant
          ------
to  an  escrow  agreement  mutually agreeable to Purchaser and Seller, an amount
equal  to  the  Net  Assets of the Memphis Operations as of August 31, 1997 (the
"Escrowed  Amount").

          Valuation  of Net Assets as of Closing.  The Net Assets of the Memphis
          --------------------------------------
Operations  as  of  Closing  shall  be  determined by the Seller within ten (10)
business days of the Closing Date.  Seller shall submit its determination of the
Net Assets as of Closing to the Purchaser for approval; the Purchaser shall have
five  (5)  business  days  to  review  the Seller's determination and notify the
Seller,  in writing, of its approval or rejection of the Seller's determination.
In  the event Purchaser objects to the Seller's determination, the parties shall
work  together  to  reach  a  mutually  acceptable determination.  If a mutually
acceptable  determination cannot be agreed upon within ten (10) business days of
the  Purchaser's  objection, the Net Assets at Closing shall be determined by an
independent  third  party selected by the Seller and the Purchaser.  The cost of
obtaining  such  an independent third party shall be borne equally by the Seller
and  the  Purchaser.

          Release  of  Escrowed  Funds.    If  the    Net  Assets of the Memphis
          ----------------------------
Operations as of the Closing Date are less than or equal to the Escrowed Amount,
the  escrow  agent shall, upon receipt of a statement certified by an officer of
the  Seller setting forth the amount of such Net Assets, release an amount equal
to the Net Assets of the Memphis Operations as of the Closing Date to the Seller
and  release the remainder of the Escrowed Amount, if any, to the Purchaser.  If
the  Net Assets of the Memphis Operations as of the Closing Date is greater than
the  Escrowed  Amount,  the  escrow agreement shall, upon receipt of a statement
certified  by  an  officer  of  the  Seller setting forth the amount of such Net
Assets, release all of the Escrowed Amount to the Seller.  Buyer shall have five
(5)  business  days  from the date of the delivery of the certified statement to
deliver  to  the  Seller, by certified check or wire transfer of next day funds,
pursuant  to  payment  instructions  provided  by Seller, an amount equal to the
difference between the Escrowed Amount and the aggregate value of the Net Assets
at  the  Closing  Date.

     Section.    Withholding  of Tax.   At Closing, the Purchaser shall withhold
     -------     -------------------
from  the  Purchase  Price  and  pay  to  any applicable federal or state taxing
authority any and all amounts owed by the Seller which the Purchaser is required
to  withhold  and pay over to a federal or state taxing agency by law, including
but not limited to an amount equal to five (5) percent of the amount realized by
the  Seller  on  the  sale  of  the  Acquired  Assets located in Mississippi, as
required  by  Section  27-3-308  of  the  Mississippi  Code.

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

     Section.    Allocation  of  Purchase  Price.    The Purchase Price shall be
     -------     -------------------------------
allocated  among  the  Acquired Assets pursuant to Internal Revenue Code Section
1060  and as mutually agreed upon by the parties and set forth on Schedule 1.08.
                                                                  -------------

                                     ARTICLE

              REPRESENTATIONS AND WARRANTIES OF THE HEARTLAND GROUP


     As  a material inducement to the Purchaser to enter into this Agreement and
other agreements and documents executed by the Purchaser in connection with this
Agreement,  and  to  consummate the transactions contemplated hereby and thereby
each  of  the entities comprising the Heartland Group represents and warrants to
the  Purchaser  that:

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

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

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

          Violate  any law, rule or regulation of any government or governmental
agency  or  body,  or  any  Judgment,  order, writ, injunction, or decree of any
court,  administrative  agency,  or  governmental  agency  or body applicable to
Holding,  Homes,  or  HHLP  or  any  of  its  respective  properties, assets, or
outstanding  membership  interests  shares,  partnership  interests  or  other
securities  of  Holding,  Homes,  or  HHLP;  or

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

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

     Section.    Organization.   Holding, Homes and HHLP are, as applicable, (a)
     -------     ------------
limited liability company duly organized, validly existing, and in good standing
under  the  laws of the State of Oklahoma, (b) a corporation organized under the
laws  of the State of Oklahoma, or (c) a limited partnership organized under the
laws  of  the  State  of  Oklahoma.   The Seller has all the requisite power and
authority  to own, lease, and operate its properties and to carry on the Memphis
Operation  as  it is now being conducted.  Prior to the Closing, the Seller will
deliver  to  the Purchaser (a) a copy of the Articles of Organization, including
all amendments thereto, of Holding certified as true, complete, and presently in
effect  by the Secretary of Holding, (b) a copy of the Articles of Incorporation
of  Homes, (c) a copy of the Operating Agreement, as amended, certified as true,
complete  and  presently  in  effect  by  the  General  Partner  of  HHLP,  (d)
Certificates of Good Standing of Holding, Homes and HHLP issued by the Secretary
of  State  for  the  State  of  Oklahoma, (e) a copy of the Operating Agreement,
including  all  amendments  thereto  of  Holding certified as true, complete and
presently  in  effect  by the Secretary of Holding and (f) a copy of the Bylaws,
including  all  amendments  thereto,  of  Homes, certified as true, complete and
presently  in  effect  by  the  Secretary  of  Homes

     Section.  Financial Statements of the Seller.   True and complete copies of
     -------   ----------------------------------
the  annual financial statements of the Seller for each of the years 1994, 1995,
and  1996  and  the  internally  prepared  interim  balance  sheets  and  income
statements  of  the  Seller as of August 31, 1997, for the eight (8) months then
ended,  are  attached  hereto  as  Schedule  2.05  (collectively  the "Financial
                                   --------------
Statements of the Seller").  The Financial Statements of the Seller are true and
correct  in  all material aspects, have been prepared from the books and records
of  the  Seller in accordance with generally accepted accounting principles, and
contain  and  reflect all necessary adjustments or accruals necessary for a fair
presentation  of  the  financial  condition and results of the operations of the
Seller  for  the  periods  indicated.

     Section.    Financial  Statements  of  the  Memphis  Operation.    True and
     -------     --------------------------------------------------
complete  copies  of the internally prepared financial statements of the Memphis
     --
Operation for each of the years 1994, 1995, and 1996 and the internally prepared
interim balance sheet and income statement of the Memphis Operation as of August
31,  1997,  for the eight (8) months then ended, are attached hereto as Schedule
                                                                        --------
2.06  (collectively  the  "Financial Statements of the Memphis Operation").  The
 ---
Financial  Statements  of  the  Memphis  Operation   are true and correct in all
 -
material aspects, have been prepared from the books and records of the Seller in
 -
accordance  with  generally  accepted  accounting  principles  (except  that the
allocation  of  overhead  between  the  Memphis  Operations  and  the  Oklahoma
Operations  may  not  comport with generally accepted accounting principles) and
contain  and  reflect all necessary adjustments or accruals necessary for a fair
presentation  of  the  financial  condition and results of the operations of the
Memphis  Operation  for  the periods indicated.  The Financial Statements of the
Memphis  Operation  set forth any and all amounts owed by or to the Seller by an
Affiliate  of  the  Seller  with  respect  to  the  Memphis  Operation.

     Section.    Tax  Matters.      Except  as  set  forth  in  Schedule  2.07:
     -------     ------------                                   --------------

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

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

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

     Section.    Compliance with Laws; No Default or Litigation.   Except as set
     -------     ----------------------------------------------
forth  in  Schedule  2.08:
           --------------

          The  Seller  is  not  in  default  or  violation (nor is there, to the
knowledge  of the Seller, any event which, with notice or lapse of time or both,
would  constitute a default or violation) in any respect (i) under any contract,
agreement,  lease,  consent order, or other commitment to which it is a party or
any  of  the  Acquired  Assets  is subject or bound or (ii) under any law, rule,
regulation,  writ,  injunction,  order,  or  decree of any court or any federal,
state,  local,  or  other  governmental  department,  commission, board, bureau,
agency,  or  instrumentality  (including,  without  limitation, applicable laws,
rules  and  regulations  relating  to environmental protection, antitrust, civil
rights,  health,  and  occupational  health  and  safety);

          There  are  no  actions,  suits,  claims,  investigations,  or  legal
arbitration  or  administrative  proceedings  in  progress,  pending, or, to the
knowledge  of  the  Seller,  threatened  by or against the Seller (or any of the
Acquired  Assets)  whether  at  law  or  in equity, whether civil or criminal in
nature,  or  whether  before  or  by  a  federal, state, county, local, or other
governmental  department, commission, board, bureau, agency, or instrumentality,
domestic or foreign, nor has the Seller been charged with or received any notice
of  any  violation  of  any  rule, regulation, ordinance, law, order, decree, or
requirement  relating to the Seller, its properties, assets, or the transactions
contemplated  by  this  Agreement;  and

          No  action,  suit,  or  proceeding  has  been  instituted  or,  to the
knowledge  of  the  Seller,  threatened  to  restrain,  prohibit,  or  otherwise
challenge  the  legality  or  validity  of the transactions contemplated by this
Agreement.
     Section.    Personal  Property  Owned.    Schedule 2.09 contains a list and
     -------     -------------------------     -------------
brief  description  of  all  tools, furniture, furnishings, machinery, supplies,
vehicles,  equipment,  and all other items of tangible personal property used in
the  Memphis  Operation  (the  "Personal  Property").

     Section.    Personal  Property  Leased.   Schedule 2.10 contains a list and
     -------     --------------------------    -------------
brief description of all leases and other agreements under which the Seller is a
lessee  of,  holds,  or  operates  any  tools,  furniture,  machinery, vehicles,
equipment,  or  other personal property owned by any third party and used in the
Memphis Operation (the "Leased Personal Property").  The Seller on or before the
Closing will deliver to the Purchaser copies of the leases and agreements listed
in Schedule 2.10. Each of such leases and agreements is in full force and effect
   -------------
and  constitutes  a  legal,  valid,  and  binding  obligation  of  the  Seller,
enforceable  in  accordance  with  its  terms.   No consent of any lessor of the
Leased  Personal  Property  is  required  in  connection  with  the transactions
contemplated by this Agreement, except as set forth in Schedule 2.10.  Except as
                                                       -------------
disclosed  in  Schedule  2.10, there is not any existing default or event which,
               --------------
after  notice or lapse of time, or both, would constitute a default or result in
a  right  to  accelerate  or  loss of rights as to the Leased Personal Property.
None  of  the Acquired Assets is subject to any lease other than as set forth in
Schedule  2.10.
 --------------

     Section.    Developed  Real  Property.   Schedule 2.11 lists and contains a
     -------     -------------------------    -------------
legal description of each parcel of Developed Real Property in which Seller owns
an  interest  in  connection  with  the Memphis Operation.  For purposes of this
Agreement,  Developed  Real  Property  is  real property, owned by the Seller in
connection with the Memphis Operation, which (i) has all necessary access to and
from  public highways, streets, and roads and for which no pending or threatened
proceeding  or  other fact or condition exists that could limit or result in the
termination  of  such  access  and (ii) (a) is or can be connected to and, where
applicable,  serviced  by electric, gas, sewage or septic, telephone, and public
or  private  water  facilities, and, when so connected, will be in compliance in
all  material respects with all applicable laws and (b) for which all applicable
installation  and  connection  charges  have  been paid in full.  Developed Real
Property  shall  not include Land Contract Property and Land Option Property (as
those terms are defined below).  Except as set forth on Schedule 2.11, Developed
                                                        -------------
Real  Property  is  Substantially  Complete.    For  purposes of this Agreement,
"Substantially  Complete"  means  that  each  and all of the requirements listed
below  have  been  met  with respect to the Developed Real Property and each lot
contained  therein  (a  "Lot"  or  "Lots"):

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

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

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

          The  appropriate  governmental  authority  has certified that building
permits are obtainable for the construction of single-family houses on the Lots.

     Section.    Undeveloped Real Property.   Schedule 2.12 lists and sets forth
     -------     -------------------------    -------------
the  legal description (or such other description legally sufficient to identify
the  subject  property)  of  each  parcel  of Undeveloped Real Property in which
Seller  owns  an  interest  in  connection  with  the  Memphis  Operation  (the
"Undeveloped Real Property").  For purposes of this Agreement, "Undeveloped Real
Property"  shall  be  defined  as  all real property which is not Developed Real
Property,  Land  Contract Property or Land Option Property.  Except as set forth
on  Schedule  2.12,  no fact, condition or restriction could preclude or prevent
    --------------
the  Undeveloped  Real  Property  from  (a)  having  access  to  and from public
highways,  streets,  and  roads or (b) being connected to and, where applicable,
serviced  by  electric,  gas, sewage or septic, telephone, and public or private
water  facilities.  Except as set forth on Schedule 2.12, Seller has secured all
                                           -------------
easements  and  public dedications necessary to connect the utilities referenced
above from their current locations to the boundary of each parcel of Undeveloped
Real  Property  as  such  boundaries  currently  exist.

     Section.    Real Property Leases.   Schedule 2.13 contains a list and brief
     -------     --------------------    -------------
description  of  each  agreement,  arrangement,  contract,  commitment, lease or
usufruct  (each, a "Real Property Lease") pursuant to which Seller is the lessor
or  the  lessee (or has an equivalent interest in the case of usufructs or other
arrangements  which may not be leases under applicable law) of any real property
in  connection  with  the Memphis Operation (the "Leased Real Property").  As to
each  Real  Property Lease, (a) Seller has neither delivered nor received notice
that  any  breach  or event of default exists, and (b) no condition or event has
occurred  that  with  the  giving  of  notice,  the lapse of time, or both would
constitute a breach or event of default by Seller or any other person or entity.

     Section.    Land  Contracts.
     -------     ---------------

          Schedule  2.14(a) contains a list and brief description of all written
          -----------------
and  oral agreements, arrangements, contracts, and commitments pursuant to which
Seller  (i)  is obligated to purchase any developed or undeveloped real property
in connection with the Memphis Operation (the "Land Contract Property"), or (ii)
possesses  an  option  to acquire any developed or undeveloped real property  in
connection  with  the  Memphis  Operation (the "Option Real Property") as of the
date  hereof.    Schedule  2.14(a) also sets forth the legal description of each
                 -----------------
parcel  of  Land  Contract  Property  and  Option  Real  Property, or such other
description  legally  sufficient  to  identify  the  subject  property.

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

          Schedule  2.14(c)  sets  forth  all  letters  of  intent  and  similar
          -----------------
proposals  relating  to  the  purchase of real property by Seller which have not
expired  or  been  terminated.

     Section.    Real  Property  Generally.
     -------     -------------------------

          Good  and  Marketable  Title.  Seller has good and marketable title in
          -----------------------------
fee  simple  to  its Developed Real Property, Undeveloped Real Property and Land
Contract  Property  (collectively,  the "Real Property"), except as set forth on
Schedule 2.15(a)  and except that Seller will not acquire such title to its Land
  --------------
Contract  Property until the acquisition thereof.  The Real Property constitutes
all the real property which Seller owns or has a right to acquire or in which it
otherwise  has  an interest in connection with the Memphis Operation, except for
any easements, rights of way, covenants, servitude, licenses or other interests,
whether  arising  by  contract,  statute,  regulation,  common  law,  equity  or
otherwise  which  are  appurtenant  to  any  Real  Property.

          No  Breach or Default.  Except as to be set forth in Schedule 2.15(b),
          ---------------------                                ----------------
the Seller has not given nor has it received any written notice that a breach or
an  event  of  default  exists  any  under  or  with  respect to any agreements,
arrangements,  contracts,  covenants,  conditions,  deeds,  deeds  of  trust,
rights-of-way,  easements,  mortgages,  restrictions,  surveys,  title insurance
policies,  and  other  documents  granting  Seller title to or an interest in or
otherwise  affecting  the Real Property, and, to the knowledge of the Seller, no
condition  or  event  has  occurred that with the giving of notice, the lapse of
time,  or  both  would  constitute  a  breach  or  event  of default of any such
agreement  or  document,  by  Seller  or  any  other  person  or  entity.

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

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

          Parties  in  Possession.    There  are no parties in possession of any
          -----------------------
portion  of the Real Property as lessees, tenants at sufferance, or trespassers,
except  for  rightful possessors of the Option Property, the Leased Property, or
the  Land  Contract  Property.

          Site  Obligations.    Except as set forth on Schedule 2.15(f), no Real
          -----------------                            ----------------
Property is subject to any condition or obligation to any governmental entity or
other  person  or entity requiring the owner or any transferee thereof to donate
land  (except  for incidental rights of way), money or other property or to make
off-site  public  improvements.

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

          Subdivision  Standards.   Except as set forth on Schedule 2.15(h), the
          ----------------------                           ----------------
Real  Property  and  all  lots  included  therein  conform  to  the  appropriate
governmental  authority's  subdivision  standards,  and  there  is  no  material
impediment  to  subdivision  approval  for  the  Undeveloped Real Property, such
approval  to allow development of the Undeveloped Real Property for construction
and  sale  of single family homes at the density and materially in the manner in
which  title  Seller  currently  anticipates  building  thereon.

          Moratoria.    There  is  no  moratorium  applicable to any of the Real
          ---------
Property,  to  the  extent  Seller plans further development thereof, on (i) the
issuance  of building permits for the construction of houses, or certificates of
occupancy  therefor,  or  (ii) the purchase of sewer or water taps to the extent
the  Seller  plans  or  is required to rely on public water or sewer facilities.
          Construction  Conditions.    Except  as set forth on Schedule 2.15(j),
          ------------------------                             ----------------
each  of  the  lots  included  in  the  Developed  Real Property, developed real
property  included  in  the  Land  Contract Property and developed real property
included  in  the  Land Option Property is stable and otherwise suitable for the
construction  of  a  residential  structure  by  customary  means  and  without
extraordinary  site  preparation  measures.

          Certain  Prior Uses.  Except as set forth on Schedule 2.15(k), none of
          -------------------                          ----------------
the Real Property has a gravesite that will materially impede the development of
residential homes and no permanent structures have been constructed on a fill or
borrow  area in a manner that materially adversely affects the Seller's intended
use  thereof  or  that  does  not comply with any applicable law in any material
respect.

          Claims.   Except as set forth on Schedule 2.15(l), no action described
          ------                           ----------------
in  Section  2.08(b)  or  (c)  is  pending  or,  to the knowledge of the Seller,
    ----------------      ---
threatened  against the Seller with respect to any of the Real Property.  All of
   ----
the  Real  Property  is in compliance with all applicable zoning and subdivision
ordinances  and  none  of the development-site preparation and construction work
performed  on  the  Real  Property has concentrated or diverted surface water or
percolating  water  improperly  onto  or from the Real Property in a manner that
affects  Seller's  present  or  intended  use  thereof  or the value of the Real
Property.

          Third  Party  Rights.  Except as set forth on Schedule 2.15(m), Seller
          --------------------                          ----------------
has  not granted to any person or entity any material contract or other right to
the  use  of any portion of the Real Property or to the furnishing or use of any
facility  or  amenity  on  or  relating  to  the Real Property, other than sales
contracts  in  the  ordinary  course  of  business.

          Zoning.    Except  as  set  forth on Schedule 2.15(n), all of the Real
          ------                               ----------------
Property  is  zoned  to  permit  single-family  home  construction and occupancy
thereon.

     Section.    Homeowner's  Associations.
     -------     -------------------------

          Schedule 2.16 sets forth a list of all homeowner associations in which
          -------------
the  Seller  has  or has had declarant rights (the "Homeowner Associations") and
all  amounts  owing  between  Seller  and  the  Homeowner  Associations

          Except  as  set  forth on Schedule 2.16, (i) all restrictive covenants
                                    -------------
and other documents used by Seller in connection with the creation and operation
of  the  Homeowner  Associations  (A)  in  which Seller previously had declarant
rights  complied  in all materials respects with applicable laws at the time the
same  were  promulgated,  and (B) in which Seller currently has declarant rights
currently  comply  in  all  material respects with applicable laws, and (ii) all
material  disclosures  and  deliveries  of information and documents required by
applicable  laws  as  to  such  Homeowner  Associations  and  their creation and
operation  have  been  materially  complied  with.

          To  the  knowledge of the Seller, no other claims exist by a Homeowner
Association against Seller, and each Homeowner Association has been operated, so
long  as  Seller  has  participated therein, in accordance with applicable laws.

     Section.  Environmental Compliance.   Except as set forth in Schedule 2.17:
     -------   ------------------------                           -------------

          The Seller has at all times complied with all applicable Environmental
Requirements  in  its  development  and  construction  of  the  Real   Property.
Further,  to  the  knowledge  of the Seller, no current or previous owner of any
Real  Property  materially  violated  any  Environmental  Requirements;

          No  Hazardous Material has ever been generated, manufactured, refined,
used, transported, treated, stored, handled, disposed, transferred, produced, or
processed  at,  to,  or  on any Real Property and no Hazardous Material has ever
been  incorporated  into  any  Real  Property;

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

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

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

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

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

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

          There  have  been no environmental investigations, site assessments or
audits,  or  soil  or groundwater sampling conducted at any Real Property by the
Seller,  or,  to  the  Seller's  knowledge,  by  any  other  person.

          None  of  the Real Property on which the Seller intends to construct a
residential  dwelling  is  located  within  a  "critical,"  "preservation,"
"conservation" or similar type of area which will materially affect the Seller's
present  development  plans  therefor.    No  wetlands exist which will restrict
development of any of the Real Property as contemplated by the Seller nor render
the  cost  of  its  development of any Real Property materially in excess of the
Seller's  budget therefor.  No portion of the Real Property which the Seller has
developed  or  intends to develop for residential lots and dwellings is situated
within  a  "noise  cone"  such  that the Federal Housing Administration will not
approve  mortgages  due to the noise level classification of such real property.
Any  Real  Property  which  cannot  be developed in accordance with its official
development  plan and preliminary plot without materially increasing development
costs above those contemplated by the Seller or materially delaying construction
shall  be  listed  on  Schedule  2.17.
                       --------------

     Section.    Contracts.
     -------     ---------

          Schedule  2.18(a) lists the following contracts and leases (other than
          -----------------
those  described in Schedule 1.03,  Schedule 2.10, and Schedule 2.13), including
                    -------------   -------------      -------------
all  amendments thereto, which pertain to the Memphis Operation and to which the
Seller  is  a  party (all the contracts, leases and amendments thereto listed on
Schedules  1.03,  2.10,  2.13  and  2.18(a)  are  defined  as  the  "Contracts")
  -------  ----   ----   ----       -------
including,  but  not  limited  to  all;
  -------

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

          Agreements  of  guaranty  or  indemnification;

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

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

          Material  written  agreements  with  employees  as  a  group;

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

          Joint  venture  or  partnership  agreements.

          All  of the Contracts are valid and binding obligations of the Seller,
are enforceable in accordance with their respective terms, are in full force and
effect  and, except as otherwise specified in Schedule 2.18(a), will continue in
                                              ----------------
full  force and effect without the consent of any other party so that, after the
Closing, the Purchaser will be entitled to the full benefits thereof.  Except as
set  forth  in Schedule 2.18(b), (i) none of the Contracts contain any provision
               ----------------
that  is  triggered  by  any of the transactions contemplated by this Agreement;
(ii)  none of the Contracts contain a provision imposing a penalty if any of the
amounts  due thereunder are prepaid; (iii) there is not any existing default or,
to  the  knowledge of the Seller, event which, after notice or lapse of time, or
both,  would  constitute a default or result in a right to accelerate or loss of
rights;  (iv)  to  the  knowledge of the Seller, none of the material suppliers,
vendors  or  subcontractors  used  by  Seller  in  connection  with  the Memphis
Operation has, or intends to, terminate or change significantly its relationship
with  the Seller. Copies of the Contracts in written form have been delivered or
will  be  delivered  to  the  Purchaser  prior  to  the  Closing.

     Section.    Accounts  and  Notes  Receivable.   The Seller on or before the
     -------     --------------------------------
Closing will deliver to the Purchaser a list of Accounts Receivable with respect
to  the  Memphis  Operation owing to the Seller from its customers and all other
parties  as  of  the date of Closing with such to be set forth in Schedule 2.19.
                                                                  -------------
Such  list  shall  include the amount of the obligation, date the obligation was
created,  date  when  the  obligation  is  due,  and any applicable penalties or
discounts.  The Seller has no knowledge of any facts or circumstances which will
interfere  with  the  collection of Accounts Receivable in accordance with their
terms.

     Section.    Licenses  and  Permits.    The Seller possesses all franchises,
     -------     ----------------------
licenses, permits, certificates, approvals, consents, clearances, notifications,
registrations,  and  other  authorizations  necessary  to  conduct  the  Memphis
Operation  as  now  conducted  (the  "Permits").  Except as provided in Schedule
                                                                        --------
2.20,  all  such Permits are freely transferable and will continue in full force
and  effect  without  the consent of any other party so that, after the Closing,
the  Purchaser  will  be  entitled  to  the  full  benefits  of  any  Permits.

     Section.    Intellectual  Property.
     -------     ----------------------

          Except  as  set  forth  in Schedule 2.21, Seller owns or possesses all
                                     -------------
corporate  names,  trade  names,  trademarks,  service  marks,  mailing  lists,
copyrights,  works  of  art,  trade  secrets,  computer  programs,  know-how,
proprietary  processes  and  formulae,    technology  and  all other proprietary
technical  information, whether patentable or unpatentable, and all applications
and  registrations  of  the  foregoing  (collectively, "Intellectual Property"),
necessary  to  conduct  the  business  of  the  Memphis  Operation  as presently
operated.   Schedule 2.21 also contains a list and brief description of all such
            -------------
Intellectual  Property  in  written form used in the Memphis Operation which has
been  registered  with  any  state  trademark  office,  with the U.S. Patent and
Trademark  Office or with the U.S. Copyright Office, including computer programs
having  a cost to Seller in excess of One Thousand Dollars ($1,000.00) per copy.
Except  as  set  forth  in  Schedule 2.21, each copyright claimed to be owned by
                            -------------
Seller  relating to a work of art used in the Memphis Operation created prior to
January  1,  1978 has been properly registered by Seller claiming ownership with
the  U.S. Copyright Office.  Except as set forth in Schedule 2.21, Seller is not
                                                    -------------
infringing  upon  or  otherwise  acting  adversely  to,  or  engaging  in  the
unauthorized  use  or  misappropriation of, any Intellectual Property, rights of
publicity,  or  rights of privacy which are owned by any other person or entity,
and  there  is  no  claim  or  action  by  any  such person or entity pending or
threatened  with  respect  thereto.

          Notwithstanding the above, the Heartland Group  (i) has taken and will
continue  to  take any and all reasonably necessary actions to diligently defend
the rights to continue the present and future unrestricted use and registrations
of  the  Heartland  Homes  trademark  (the  "Mark")    in  connection with  U.S.
Trademark  Cancellation  Proceedings Nos. 21,840 and 21,841 (the "Proceedings");
and  (ii)  will  seek and receive the written approval of the Purchaser prior to
agreeing  to  any  settlement  respecting  the  Proceedings  if  such settlement
restricts  or  impedes  the  rights  of  the Purchaser to the use of the Mark as
provided  in  the  License  Agreement  (as  defined  herein).

     Section.    Labor Relations: Employees.   As of August 31, 1997, the Seller
     -------     --------------------------
employed  a  total of employees in connection with the Memphis Operation.  As of
the  Closing  Date,  except  as  set  forth  in  Schedule  2.22:
                                                 --------------

          The  Seller  has  paid  in full or accrued to all of its employees all
wages,  salaries,  commissions,  bonuses, fringe benefit payments, and all other
direct  and indirect compensation of any kind for all services performed by them
and  each  of  them  to  the  date  hereof;
          The  Seller  is  in  compliance with (i) all federal, state, and local
laws,  ordinances,  and  regulations  dealing  with  employment  and  employment
practices  of  any  kind,  and  (ii)  all  wages  and  hours  requirements  and
regulations;

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

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

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

          There  is  no  grievance  pending  or  threatened  which  might have a
material  adverse  effect  on  the  Seller  or  on  the  conduct  of the Memphis
Operation;

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

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

     Section.    Employee  Benefit  Plans.
     -------     ------------------------

          Schedule 2.23, attached hereto and made a part hereof, contains a list
          -------------
of  each  (i) employee welfare benefit plan (as defined in Section 3(1) of ERISA
(hereinafter  referred  to as "Employee Welfare Benefit Plan") and (ii) employee
pension benefit plan (as defined in Section 3(2) of ERISA) (hereinafter referred
to as "Employee Pension Benefit Plan"), (a) which was maintained or administered
by  the  Seller  immediately  prior  to  the  Closing,  (b)  to which the Seller
contributed  to,  or was legally obligated to contribute to immediately prior to
the  Closing,  or (c) under which the Seller had any liability immediately prior
to  Closing,  with  respect  to  its  current or former employees or independent
contractors.    Solely  for  purposes of this Section 2.23, the Employee Welfare
                                              ------------
Benefit Plans and Employee Pension Benefit Plans are collectively referred to as
"Employee  Benefit  Plans"  and individually referred to as an "Employee Benefit
Plan".

          The  Seller  on  or before the Closing will provide the Purchaser with
true  and  correct  copies  of (i) all Employee Benefit Plans listed on Schedule
                                                                        --------
2.23,  including  all  amendments  thereto,  (ii)  the  most recent summary plan
   -
description  for  each  Employee Benefit Plan, and (iii) the most recently filed
   -
IRS  Form  5500  for  each  Employee  Benefit  Plan.

          Each  of  the  Employee Benefit Plans is in compliance in all material
respects  with  the  applicable  provisions of ERISA and those provisions of the
Code  applicable  to  the Employee Benefit Plans, and each Employee Benefit Plan
intended to be qualified under section 401(a) of the Code is so qualified.  None
of  the Employee Benefit Plans is subject to Title IV of ERISA or to section 412
of  the  Code.    All  contributions to, and payments from, the Employee Benefit
Plans  which  may  have been required to be made in accordance with the Employee
Benefit  Plans  or the Code have been timely made.  Each of the Employee Benefit
Plans  has been administered at all times in all material respects in accordance
with  its terms.  There are no pending investigations by any governmental agency
involving the Employee benefit Plans except with respect to this transaction, no
termination  proceedings involving the Employee Benefit Plans, and no threatened
or  pending  claims  (except  for  claims  for  benefits  payable  in the normal
operation  of  the  Employee  Benefit  Plans), suits, or proceedings against any
Employee Benefit Plan or assertion of any rights or claims to benefits under any
Employee  Benefit  Plan.

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

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

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

     Section.    Warranty Liability.   Except as set forth in Schedule 2.24, the
     -------     ------------------                           -------------
Seller has not (a) incurred any costs in regard to any Warranty Liability at any
time  (b) the Seller has not been notified, in writing or orally, of any pending
or potential Warranty Liability which has arisen or may arise in the future, (c)
nor  does  Seller  have  reason  to anticipate any pending or potential Warranty
Liability.

     Section.    No  Changes.    Except as set forth in Schedule 2.25, since the
     -------     -----------                           --------------
date  of  the August 31, 1997 Financial Statements of the Memphis Operation, the
Seller  has  not (a) incurred any liability or obligation of any nature (whether
accrued,  absolute,  contingent  or  otherwise)  with  respect  to  the  Memphis
Operation  except  in  the  ordinary course of business consistent with historic
practice,  (b)  incurred any indebtedness for borrowed money or entered into any
commitment  to  borrow  money or guarantee, assumption, endorsement of, or other
assumption of any liability that is secured by the Acquired Assets except in the
ordinary  course of business in connection with the Memphis Operation; (c) sold,
transferred  or  otherwise  disposed  of any of the Acquired Assets, without the
written  consent  of  the  Purchaser, other than sales in the ordinary course of
business;  (d)  declared or made any distributions to its partners in respect of
their  partnership  interests; (e) made any bonus or profit sharing distribution
of  any  kind;  (f)  entered  into  any  transaction with respect to the Memphis
Operation  except  in  the  ordinary  course  of  business  consistent with past
practice;  (g)  made any illegal payments to any Person; or (h) made any changes
to  its governing documents.  The current Net Assets of the Memphis Operation is
a  positive  number;  the  Memphis  Operation  is not operating with a Net Asset
deficit.

     Section.    Letters of Intent and Sale Discussions.   Except for the Letter
     -------     --------------------------------------
of  Intent  by  and  among  Crossmann,  dated August 7, 1997, the Seller has not
entered  into any binding letter of intent nor other agreement pursuant to which
the  Seller  has agreed to merge or consolidate the Memphis Operations of Seller
with any other Person, sell or exchange any of the stock of the Seller, or sell,
transfer,  or  assign  any  asset of the Seller, except for sales of residential
homes  made  in  the  ordinary  course  of  business.

     Section.    Due  Diligence.      With  respect  to  all representations and
     -------     --------------
warranties  which  are qualified "to the knowledge of the Seller", "known to the
     ---
Seller",  or  words  of  similar  import,  the  Seller  has  made  reasonable
investigation of the subject matter of the representation of warranty and, where
appropriate,  conferred  with  appropriate Personnel and/or examined appropriate
documents.

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

     Section.   Survival.   All representations and warranties contained in this
     -------    --------
Agreement,  except those in Section 2.17, shall survive the execution, delivery,
                            ------------
and  performance  hereof for a period of eighteen months after the Closing Date;
provided,  however,  that the representations contained in Section 2.17 relating
 -------   -------                                         ------------
to  environmental  matters  and  the  obligation  to indemnify with respect to a
breach  thereof  shall  survive  for  so  long  as  any environmental regulatory
authority  shall  have  the  power to make any claim, assessment or reassessment
with  respect  thereto.

                                     ARTICLE

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


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

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

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

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

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

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

     Section.    Corporate  Organization.      Company  is  a  corporation, duly
     -------     -----------------------
organized, validly existing, and in good standing under the laws of the State of
     ---
Indiana.    Company  is  a wholly-owned subsidiary of Crossmann.  Crossmann is a
corporation  incorporated  and  validly  existing under the laws of the State of
Indiana, for which the most recent required annual report under Indiana Business
Corporation  Law  has  been  filed  with  the Indiana Secretary of State, and no
Articles  of  Dissolution  appear as filed with the Indiana Secretary of State's
records.    Prior  to  the Closing, the Company will deliver to the Seller (a) a
true  and  complete  copy  of  the  Articles  of  Incorporation,  including  all
amendments  thereto,  of the Company, (b) a Certificate of Existence (or similar
document)  of  the  Company  issued  by  the Secretary of State for the State of
Indiana, and (c) a copy of the By-laws, including all amendments thereto, of the
Company  certified as true and complete and presently in effect by the Secretary
of  the  Company.

                                     ARTICLE

                                 INDEMNIFICATION


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

     The  Seller agrees to indemnify and hold harmless the Purchaser for any and
all  Warranty  Liabilities in excess of the Warranty Cap.  Purchaser will notify
Seller,  in  writing, of any pending Warranty Liability; provided, however, that
                                                         --------  -------
Purchaser shall not be required to notify Seller of any Warranty Liability which
Purchaser,  in  good  faith, estimates can be resolved for Five Thousand Dollars
($5,000)  or  less.   The Seller shall have ten (10) business days to notify the
Purchaser,  in  writing, that the Seller will assume full responsibility for the
payment  and  resolution  of  such Warranty Liability.  Failure of the Seller to
respond  in  the  ten-day  period  shall be deemed a waiver by the Seller of its
right to assume responsibility for the Warranty Liability.  Upon notification to
the Purchaser by the Seller that the Seller intends to assume responsibility for
any  Warranty  Liability,  that  Warranty  Liability  shall  remain  the  full
responsibility of Seller until the problem giving rise to the Warranty Liability
has  been  resolved.   Any costs or expenses incurred by the Seller in resolving
the problem giving rise to the Warranty Liability shall be added to the Warranty
Cap.    Notwithstanding the foregoing, Purchaser and Seller agree that Purchaser
may  take  any  actions  during  the  ten  day  (10) period as may be reasonably
necessary  to  mitigate  or  prevent  the  occurrence  of  any  additional costs
associated  with  a Warranty Liability; Seller shall remain responsible for such
mitigation  expenses.

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

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

     Section.    Arbitration.
     -------     -----------

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

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

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

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

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

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

     Section.  Survival.   Notwithstanding the foregoing, the Indemnifying Party
     -------   --------
shall  have  no liability with respect to any Indemnity Loss Notice which is not
received  by the Indemnifying Party pursuant to Section 4.03 hereof on or before
                                                ------------
the  second  anniversary  of  the  Closing  Date;  provided,  however,  that the
Indemnifying  Party  shall  remain  liable for any Indemnity Loss arising from a
breach of any representation contained in Section 2.17 relating to environmental
                                          ------------
matters  and  the  obligation  to indemnify with respect to a breach thereof (an
"Environmental  Obligation")  shall  survive  for  so  long as any environmental
regulatory  authority  shall  have  the  power  to make any claim, assessment or
reassessment  with  respect  thereto  but provided further that the Indemnifying
Party  shall  have  no  obligation  with  respect to an Environmental Obligation
relating  to  any  specific  property after the date five years from the date on
which  the  Seller  has delivered to Purchaser and the Purchaser has accepted in
writing  from  the  Seller  a reasonably acceptable "Phase I" environmental site
assessment  relating  to that property (a "Phase I").  The scope and performance
of  each  Phase I shall meet or exceed ASTM Standard Practice E1527-94, Standard
Practice  for  Environmental  Site  Assessment  Process.   Each Phase I shall be
addressed  to  Purchaser  or  accompanied  by a reliance letter addressed to the
Purchaser  and  shall  be prepared by a consulting firm acceptable to Purchaser.
The  cost  and  expense  of  obtaining such Phase I shall be borne solely by the
Seller.    In the event Seller elects to obtain an insurance policy or insurance
policies  to  insure  itself  against any Environmental Obligation, Seller shall
name  Crossmann  and  the  Company  as  additional  payees.

     Section.    Other  Limitations.      Notwithstanding  the foregoing, (i) an
     -------     ------------------
Indemnifying  Party  shall  only  be  liable  to  a  Claimant  to the extent the
     -
aggregate  amount  of  Indemnity  Losses  exceeds $20,000; and (ii) the Seller's
     -
liability  shall be limited to the Purchase Price (including cash, the amount of
the  Assumed  Liabilities and any portion of the Escrowed Amount released to the
Purchaser).

                                     ARTICLE

                CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER


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

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

     Section.    Consents  and  Approvals.      All  permits, consents, waivers,
     -------     ------------------------
authorizations, and approvals of any governmental or regulatory authority, state
     --
or  Federal,  and  of  any  other  Person  that  may  be  reasonably required in
connection  with  the  execution  of  this  Agreement or the effectuation of the
transactions  contemplated  herein shall have been duly obtained and shall be in
full  force  and  effect  on  the  Closing  Date.
     Section.   No Violation of Orders.   No preliminary or permanent injunction
     -------    ----------------------
or  other  order  issued  by  any court or governmental or regulatory authority,
domestic  or  foreign,  that declares this Agreement invalid or unenforceable in
any respect or prevents the consummation of the transactions contemplated hereby
shall  be  in  effect,  and  no  proceeding  relating  to  any  order shall have
commenced.

                                     ARTICLE

              CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER


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

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

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

     Section.    Consents and Approvals.   All Permits and Licenses necessary to
     -------     ----------------------
conduct the Memphis Operation, including any necessary transfer thereof, and all
consents,  waivers,  authorizations,  and  approvals  of  any  governmental  or
regulatory  authority,  state  or  Federal, and of any other Person, that may be
reasonably  required  in  connection with the execution of this Agreement or the
effectuation  of  the  transactions  contemplated  herein,  shall have been duly
obtained  and shall be in full force and effect on the Closing Date.  Each party
(other  than  the Seller) to any of the Contracts specified in Schedule 2.18(a),
                                                               ----------------
Schedule  1.03,  Schedule 2.10, or Schedule 2.13 shall have provided its written
 -------------   -------------     -------------
consent  to  the assignment of the Contract to the Purchaser as provided herein,
to  the  extent  such  consent  is  required.

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

     Section.    Title  Insurance.      Prior  to the Closing, Seller shall have
     -------     ----------------
furnished  the  Purchaser, a commitment for an owner's policy of title insurance
     -
satisfactory  to  the Purchaser in its sole and absolute discretion, issued by a
nationally  reputable  title  insurance  company  (the  "Title  Company"),  and
containing  the agreement of the Title Company to insure fee simple title to the
Real  Property (except for the Leased Real Property, the Land Contract Property,
and  the  Option  Real Property) in the name of the Purchaser upon delivery of a
general  warranty  deed from the Seller to the Purchaser.  The cost of obtaining
such  title  insurance  shall  be borne equally by the Purchaser and the Seller.

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

     Section.  Indemnification and Reimbursement Agreement.   The Purchaser, the
     -------   -------------------------------------------
Seller,  certain  members  of  Holding  owning  five  (5) percent or more of the
outstanding  units  of  ownership  of  Holding as of August 31, 1997 and certain
owners  and  officers of such members shall have entered into an indemnification
and  reimbursement  agreement  in  the  form of Exhibit 6.07 attached hereto and
                                                ------------
incorporated  herein  by  this reference (the "Indemnification and Reimbursement
Agreement").

     Section.    Noncompetition  Agreement  with  Seller.     The Seller, Homes,
     -------     ---------------------------------------
Holding, certain members of Holding as of August 31, 1997 and certain owners and
     -
officers  of such members who are presently engaged in any business, enterprise,
endeavor  or  activity  which  is  substantially  similar  to  the  business  or
activities  conducted  by the Purchaser or any of its subsidiaries or affiliates
shall  have entered into a confidentiality and noncompetition agreement with the
Purchaser in the form of Exhibit 6.08 attached hereto and incorporated herein by
                         ------------
this  reference  (the  "Heartland  Affiliates  Noncompete  Agreement").

     Section.   License Agreement.   The Heartland Group shall have entered into
     -------    -----------------
a license agreement granting the Purchaser certain irrevocable rights to use the
"Heartland  Homes"  trade name, the form of which is attached hereto as  Exhibit
                                                                         -------
6.10  and  incorporated  herein  by  this  reference  (the "License Agreement").
 ---

                                     ARTICLE

                                   TERMINATION


     Section.  Termination; Failure to Close.   The Purchaser may terminate this
     -------   -----------------------------
Agreement  by  giving  written  notice  to  the  Seller at any time prior to the
Closing  if the Purchaser is not satisfied, in its sole and absolute discretion,
with  the  condition  of  any  of  the Acquired Assets, the amount of any of the
Assumed Liabilities, or with the continuing operations of the Memphis Operation.
Notwithstanding  anything  contained  in the preceding sentence to the contrary,
this Agreement and the transactions contemplated herein may be terminated at any
time  on or before the Closing (i) by unanimous agreement of the parties or (ii)
by  one  party  giving written notice to the other party on or before Closing in
the  event  of fraud in the inducement relating to the transactions contemplated
in  this  Agreement  by  the  party  receiving  notice  of  termination.

     Section.   Effect of Termination.   In the event of termination pursuant to
     -------    ---------------------
Section 7.01, this Agreement shall terminate and have no further effect, with no
------------
liability  on  any party hereto, other than liability arising out of a breach by
that  party  of  any  representation, warranty, covenant, or agreement contained
herein.          ARTICLE          ARTICLE



                        CLOSING AND POST-CLOSING MATTERS

     Section.    Closing  Date.      The closing of the purchase and sale of the
     -------     -------------
Purchased  Assets  (the  "Closing")  shall take place at 10:00 a.m. Indianapolis
time, on September 30, 1997 at the offices of Ray Beliles in Memphis, Tennessee.

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

          The  certification  required  in  Section  6.01;
                                            -------------

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

          A  Certificate  of Good Standing of each member of the Heartland Group
issued by the Secretary of State for the State of Oklahoma, dated as of the most
recent  practicable  date  prior  to  the  Closing;

          Results  of  searches  dated  within  ten  (10)  days  of  the Closing
disclosing  any  judgments,  tax  liens,  Uniform  Commercial  Code  financing
statements,  or  any  other  Liens  filed or indexed against any of the Acquired
Assets;

          All Permits necessary to conduct the Memphis Operation, transferred to
the  Purchaser  as  required  and  permitted  by  law;

          The  Indemnification  and  Reimbursement  Agreement  provided  for  in
Section  6.07.
      -------

          The  Heartland Affiliates Noncompete Agreement provided for in Section
                                                                         -------
6.08.
-----

          The  License  Agreement  provided  for  in  Section  6.09.
                                                      --------------

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

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

     Section.    Deliveries  by Purchaser.   At the Closing, the Purchaser shall
     -------     ------------------------
deliver or cause to be delivered to the Seller (or, with respect to item (c), to
the  escrow agent) the following duly executed documents and other items in form
satisfactory  to  the  Seller:

          The  certification  required  in  Section  5.01;
                                            -------------
          The  sum  of  Four  Hundred  Fifty  Thousand  Dollars  ($450,000.00);

          an  amount  equal  to  the  Net Assets of the Memphis Operations as of
August  31,  1997;

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

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

     Section.    Defense  of  Heartland  Marks.      After the Closing Date, the
     -------     -----------------------------
Heartland  Group  will  (i)  take all actions reasonably necessary to diligently
     --
defend  the  rights  to  the  continued unrestricted use and registration of the
Marks  in  the Proceedings and (ii) comply in all respects with the terms of the
License  Agreement.

     Section.    Confidentiality.    The Seller shall not directly or indirectly
     -------     ---------------
use,  for  its or his own benefit or otherwise, or disclose to any other Person,
any  information  relating to the Acquired Assets, the Memphis Operation, or the
terms  and  conditions  of  this  Agreement,  except  to  the  extent  that such
information  (i)  was  in  the  public  domain  at the time of the Closing; (ii)
entered into the public domain after the Closing through no fault of the Seller;
(iii)  is  required  to  be disclosed by law or order of a court or governmental
body;  or  (iv)  as  is necessary in connection with Tax matters or the ordinary
conduct  of  the  Memphis  Operation.

     Section.    Employment  of  Seller  Employees.      After  the Closing, the
     -------     ---------------------------------
Purchaser  shall use its best efforts to hire all persons employed by the Seller
     ---
as  of the Closing Date (the "Seller Employees").  Offers of employment shall be
on  terms  and conditions (including salary) set by the Purchaser and typical of
those  governing  the  employment  of  other  employees  of  Crossman  and  its
subsidiaries  in  like  positions.

     Section.    Contractor's  License;  Subcontractor  Agreement.     After the
     -------     ------------------------------------------------
Closing Date, the Purchaser shall act promptly to file such documentation as may
     -
be  necessary to transfer the existing HHLP Contractor's License to the Company,
or  to  otherwise obtain a Contractor's License for the Company if such transfer
is  not  possible.    Until  the  Company  is able to consummate the transfer or
otherwise  obtain  a Contractor's License HHLP shall not affirmatively terminate
its  authorization  to do business in Tennessee or Mississippi or otherwise take
any  action  which  would  result  in such termination.  HHLP hereby engages and
authorizes  the  Company  to act as its agent in Tennessee and Mississippi, with
the  power  to  take  any  and  all  actions  as  may be necessary to carry on a
homebuilding business.  The Company's power to act as HHLP's agent  in Tennessee
and  Mississippi, respectively, shall terminate on the date on which the Company
effectively  obtains  a Contractor's License in that state.  With respect to any
home  on  which  construction  is  continued,  completed  or commenced after the
Closing Date and the date on which the Company obtains the Contractor's Licenses
in  Tennessee  and  Mississippi,  HHLP  hereby engages the Company to act as its
subcontractor    and authorizes the Company to take any and all action which may
be  necessary  to  successfully complete such construction. The Company shall be
entitled  to all proceeds received in connection with such construction and with
the  post-closing  operation  of  the  homebuilding  business  in  Tennessee and
Mississippi.   The Company agrees to indemnify, hold harmless and reimburse HHLP
for  any  and  all liquidated and other damages, including attorneys' fees, that
may  be  assessed  against  or  incurred  by  HHLP  as a result of the Company's
performance  of the subcontractor services. The Company shall be responsible for
any  and  all  warranty  claims  associated with the subcontracted construction.

                                     ARTICLE

                             CONDITION TO EXECUTION


     Section.    Condition to Execution.   The execution of this Agreement shall
     -------     ----------------------
be conditioned on the simultaneous execution and delivery by the parties thereto
of  a  certain  Executive  Employment Agreement by and among Mark Livingston and
Purchaser attached hereto as Exhibit 9.01, provided however that Livingston will
                             ------------
remain  an employee of Heartland Homes and Heartland Homes will remain obligated
to  pay  Livingston  his  appropriate  compensation  until  the  Closing  Date.

                                     ARTICLE

                                  MISCELLANEOUS


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

     Section.    Expenses.    The Purchaser and the Seller shall each bear their
     -------     --------
own  legal,  accounting,  and  out-of-pocket  expenses  in  connection with this
Agreement  and the negotiation and consummation of the transactions contemplated
herein,  provided,  however, that the Purchaser and the Seller hereby agree that
         --------   -------
each  of them shall be responsible for one-half of (i) the cost of obtaining the
title  insurance  described  in  Section  6.05  herein  and (ii) any real estate
                                 -------------
transfer  that  is incurred by either of them as a result of the transfer of the
Acquired  Assets  described  herein.

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

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

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

          terminate  this  Agreement.

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

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

If  the  Purchaser,  to:

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

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

With  a  copy  to:

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

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

If  to  the  Seller  to:

Mr.  Kenneth  R.  Rees
     Heartland  Homes,  Limited  Partnership
     3001  United  Founders  Blvd.
     Oklahoma  City,  Oklahoma  73112

     Tel.  No.:  (405)  843-8039
     Facsimile  No.:  (405)  843-8048

With  a  copy  to:

Michael  M.  Stewart
     CROWE  &  DUNLEVY
     1800  Mid-America  Tower
     20  North  Broadway
     Oklahoma  City,  OK  73102

     Tel.  No.:  (405)  235-7747
     Facsimile  No.:  (405)  272-5238

     Any  party  may change its address for the purpose of this Section 10.06 by
                                                                -------------
giving the other party written notice of its new address in the manner set forth
above.

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

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

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

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

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

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

                                     ARTICLE

                                   DEFINITIONS


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

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

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

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

     "Assigned  Contracts"  shall  include,  but  not  be  limited to, all sales
contracts,  listed  on  Schedule 11.01 or other agreements for the conveyance of
                        --------------
residential  property,  any  appraisals  relating  to  the Real Property and any
unexpired warranties and guaranties of any subcontractors or suppliers regarding
their  performance,  quality of workmanship, or quality of materials supplied in
connection  with the construction of residential homes or any other contracts or
agreements  necessary  to  conduct  the  Memphis  Operation.

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

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

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

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

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

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

     "Excluded  Assets"  means  the  assets  of  the  Seller with respect to the
Oklahoma  Operation  and  all  other assets of the Seller which are not Acquired
Assets.    The  second  mortgage  of  Larry  Armstrong shall constitute one such
Excluded  Asset.

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

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

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

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

     "Memphis  Operation"  means  (i)  all of the operations and business of the
Seller  located in Tennessee and Northern Mississippi and (ii) all of the assets
the  Seller  located  in  Tennessee and Northern Mississippi.  Memphis Operation
excludes  any  liabilities  not  specifically  assumed  in  Schedule  1.03(a).
                                                            -----------------

     "Net  Assets"  means  the excess, if any, of the book value of the Acquired
Assets  over  the  Assumed  Liabilities.

     "Northern  Mississippi"  means  that  part of Mississippi more particularly
described  as  the  geographical  area north of U.S. Route 62 including in their
entireties any municipalities located along or adjacent to U.S. Route 62 even if
portions  of  such  municipalities  are  south  of  the  Route.

     "Oklahoma  Operation"  means  (i) all of the operations and business of the
Seller  not  arising  from, on account of, used with, connected with, associated
with, or located in Tennessee or Northern Mississippi, (ii) all of the ownership
interests  in the assets of the Seller except those arising from, on account of,
used with, connected with, associated with, or located in Tennessee and Northern
Mississippi,  and  (iii)  all  ownership interests of the Seller in the Excluded
assets  listed  on  Schedule  1.01(b).
                    -----------------

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

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

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

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

     "Warranty  Cap"  means  Warranty  Liability  of  up to One Hundred Thousand
Dollars  ($100,000.00)  in  the  aggregate.

     "Warranty  Liability"  means  any  and  all costs incurred as a result of a
warranty  claim  on  a  residential  home  which  was  constructed  by Seller in
connection  with  the  Memphis  Operation.  Such costs shall include, but not be
limited to, costs to repair, replace, fix, clean, remove, or correct any alleged
defect  in  a property upon which a warranty claim is made and any and all costs
to  investigate  and  defend  against  a  warranty  claim.    The term "Warranty
Liability"  shall  not  refer to any warranty claim, or related cost or expense,
with  respect  to  any  home constructed or sold in connection with the Oklahoma
Operation.


                     [REMAINDER OF PAGE INTENTIONALLY BLANK]


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

     "CROSSMANN"
     CROSSMAN  COMMUNITIES,  INC.

     By:
          Jennifer  A.  Holihen,  Secretary

     "COMPANY"
     CROSSMANN  COMMUNITIES
     OF  TENNESSEE,  LLC

     By:          Crossmann  Communities,  Inc.,  Member


     By:
          Jennifer  A.  Holihen,  Secretary

     "SELLER"
     Heartland  Homes  Holding,  L.L.C.


     By:
          Kenneth  R.  Rees,  Chief  Executive  Officer


     Heartland  Homes,  Inc.


     By:
          Kenneth  R.  Rees,  President


Heartland  Homes  Limited  Partnership

     By:  Heartland  Homes,  Inc.,  General  Partner

     By:
          Kenneth  R.  Rees,  President


EXHIBIT  10.50
--------------
                    AMENDED AND RESTATED OPERATING AGREEMENT

                                       FOR

                               TRINITY HOMES, LLC



                                October 17, 1997
                  AMENDED AND RESTATED OPERATING AGREEMENT FOR
                               TRINITY HOMES, LLC


     THIS  AMENDED  AND RESTATED  OPERATING AGREEMENT (this "Agreement") is made
and  entered  into this 17th day of October, 1997 (the "Execution Date"), by and
among Trinity Homes, Inc. ("Trinity"), Crossmann Communities, Inc. ("Crossmann")
and Pyramid Mortgage Co., Inc. ("Pyramid"), as members of TRINITY HOMES, LLC, an
Indiana limited liability company (the "Company").  The Company was organized as
a  limited  liability  company  under  the  Indiana Business Flexibility Act, as
amended,  Ind. Code   23-18-1-1 et seq. (the "Act").  Certain defined terms used
in this Agreement are set forth in Schedule I (Schedule of Definitions) attached
hereto  and  made  a  part hereof.  In consideration of the mutual covenants and
agreements  contained  in  this  Agreement  and  other  good  and  valuable
consideration, and intending to be legally bound hereby, the undersigned parties
hereby  agree  as  follows:

                                     ARTICLE

                                    PURPOSES

     As  set  forth in the Articles of Organization, the purposes of the Company
are  to engage in and do any act in furtherance of any and all lawful businesses
and  activities  for  which  limited liability companies may be formed under the
Act.

                                     ARTICLE

                             ORGANIZATIONAL MATTERS

     SECTION.   FORMATION.   The Company was formed pursuant to the Act upon the
     -------
filing  of  Articles  of  Organization  ("Articles") on September 30, 1997.  The
rights  and  obligations  of the Members shall be as provided under the Act, the
Articles and this Agreement.  The Members agree to each of the provisions of the
Articles.

     SECTION.  PRINCIPAL PLACE OF BUSINESS.   The principal place of business of
     -------
the  Company  shall be 12734 Hamilton Crossing Boulevard, Carmel, Indiana 46032,
or  such  other  address  as  may  be  established  by  the  Members.

     SECTION.    REGISTERED  OFFICE  AND  REGISTERED  AGENT.      The  Company's
     -------
registered  office  shall  be  9202 N. Meridian Street, Suite 300, Indianapolis,
     ----
Indiana 46260 and the name of its initial registered agent at such address shall
be  Jennifer A. Holihen.  The Company may designate another registered office or
agent  at  any  time  by  following  the  procedures  set  forth  in  the  Act.

     SECTION.    EFFECTIVE  DATE.   This Agreement shall become effective on the
     -------
Execution  Date,  and  such  date  shall  also be known as the "Effective Date,"
provided  that  on  or  prior  to  the  Execution
Date  the Share Purchase and LLC Funding Agreement dated October 15, 1997 by and
among  Thomas D. Rush ("Rush"), Trinity, Pyramid, and the Remaining Shareholders
and Crossmann (the "Purchase Agreement") has been duly executed and delivered by
each  of  the  parties  thereto.

     SECTION.    DURATION.      The  existence  of the Company shall continue in
     -------
perpetuity,  unless the Company is dissolved in accordance with Article X or the
     -
Act.

                                     ARTICLE

                          MEMBERS AND CAPITAL STRUCTURE

     SECTION.   NAMES AND ADDRESSES OF MEMBERS.   All Members of the Company and
     -------
their  last  known business, residence or mailing address shall be listed on the
attached Exhibit A.  The Members shall be required to update Exhibit A from time
to  time  as  necessary to accurately reflect the information therein, including
the  information  referred  to  in  Section  3.2  below.

     SECTION.    UNITS  REPRESENTING  MEMBERSHIP  INTERESTS.    The Interests of
     -------
Members in the Company are divided into and represented by Units.  Each Member's
respective  number  of  Units  is  set  forth in Exhibit A, as the same shall be
amended  from  time  to  time  to  reflect any changes in the number of Units of
Members.    The Members agree that each Unit shall entitle the Member possessing
such  Unit  to:

          equal  governance  rights per Unit and to one vote per Unit on matters
on which the Members may vote under the Articles, this Agreement and/or the Act.

          subject  to  Article VII, an equal proportionate share per Unit of the
Company's  net  income,  gains,  losses,  deductions  and  credits;  and

          subject to Article X, an equal proportionate share per Unit of amounts
distributed to the Members in respect of their Interests upon dissolution of the
Company.

Each  Member of the Company is entitled to a certificate signed by the President
of  the  Company,  setting  forth  (a)  the  name of the Company and that it was
organized  under  Indiana  law, (b) the name of the person or entity to whom the
certificate  was  issued,  and  (c)  the  number  of  Units  represented  by the
certificate.  The Board of Managers shall prescribe the form of the certificate.
Units are transferable only on the books of the Company.  All transfers shall be
subject  to  any transfer restrictions imposed by this Operating Agreement or an
agreement  among  the  Members and the Company. Units may be so transferred upon
presentation  of  the  certificate  representing  the  shares,  endorsed  by the
appropriate  person or persons, and accompanied by (a) reasonable assurance that
those  endorsements are genuine and effective, and (b) a request to register the
transfer.   Transfer of Units are otherwise subject to any applicable provisions
of  Article  8 of the Indiana Uniform Commercial Code.  A new certificate may be
issued  to  replace a lost or destroyed certificate.  Unless waived by the Board
of  Managers,  the Member in whose name the certificate was issued shall make an
affidavit  or  affirmation  of  the  fact that his or its certificate is lost or
destroyed  and shall give the Company a bond of indemnity in the amount and form
which  the  Board  of  Managers  may  prescribe.

     SECTION.   CAPITAL CONTRIBUTIONS.   The initial Capital Contribution to the
     -------
Company of each Member is set forth on Exhibit A.  Absent approval by all of the
Members,  no  Capital  Contributions  may  be  made  other than in cash, and the
Company  shall  not  be  obligated  to  recognize  as a Capital Contribution any
transfer  to  the  Company  of  property other than cash.  The execution of this
Agreement  by  each  of  the  initial  Members  of the Company constitutes their
respective  approval  of  the initial Capital Contribution by Pyramid of 100% of
the  ownership  interest  of  Pyramid  Mortgage,  LLC  and  the  initial Capital
Contribution of Trinity of all of its assets (other than the assets described on
Exhibit  B  (the  "Excluded  Assets")), subject to all of its liabilities (other
than  the liabilities described on Exhibit B (the "Excluded Liabilities")).  The
parties  acknowledge  and  agree  that  the  assets  so  contributed, net of the
liabilities  so  assumed,  have  a  net book value of $2.6 million.  No interest
shall  be  paid  on  any  Capital  Contribution.

     SECTION.   ADDITIONAL CAPITAL.   Absent approval by all of the Members, the
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Members  shall not be obligated to make any Capital Contributions other than the
initial  Capital  Contributions  specified in Section 3.3.  No Member shall have
the  right  to  make  Capital Contributions beyond that Member's initial Capital
Contribution  as  specified in Section 3.3.  Each Member specifically waives any
preemptive  rights.

     SECTION.    CAPITAL  ACCOUNTS.
     -------

          An  individual  capital  account  (the  "Capital  Account")  shall  be
established  and  maintained  on behalf of each Member, including any Additional
Member  who  shall  hereafter  receive  an  Interest,  in the manner provided by
Treasury  Regulation  Section  1.704-1(b)(2)(iv).  To the extent consistent with
Treasury  Regulation  Section  1.704-1(b)(2)(iv),  the  Capital  Account of each
Member  shall  consist  of (i) the amount of cash such Member has contributed to
the  Company, plus (ii) the agreed fair market value of any property such Member
has contributed to the Company, net of any liabilities assumed by the Company or
to  which  such  property is subject, plus (iii) the amount of profits or income
(including  tax-exempt income) allocated to such Member, less (iv) the amount of
losses  and deductions allocated to such Member, less (v) the amount of all cash
distributed  to  such  Member,  less  (vi) the fair market value of any property
distributed  to  such  Member, net of any liability assumed by such Member or to
which  such  property  is  subject,  less (vii) such Member's share of any other
expenditures  which  are  not  deductible  by the Company for federal income tax
purposes  or  which  are  not  allowable  as  additions  to the basis of Company
property,  and (viii) subject to such other adjustments as may be required under
the  Code.    The  Capital  Account  of  a  Member  shall not be affected by any
adjustments  to  basis  made  pursuant  to  Section 743 of the Code but shall be
adjusted  with  respect  to adjustments to basis made pursuant to Section 734 of
the  Code  to  the  extent  provided  in  Treasury  Regulation  Section
1.704-1(b)(2)(iv)(m).

          No Member shall have any liability or obligation to restore a negative
or  deficit  balance  in  such  Member's  Capital  Account.

     SECTION.  NO RIGHTS OF REDEMPTION.   No Member shall have the right to: (a)
     -------
have  that  Member's  Units or Interest redeemed, (b) have that Member's Capital
Contribution returned, or (c) subject to Article VII, otherwise receive property
of  the  Company;  even if that Member disassociates prior to termination of the
Company.    Even  at  termination,  the Member's rights are limited to those set
forth in Article X.  To the extent a Member has a right to demand a distribution
or  return of the Member's Capital Contributions, the Member shall have only the
right  to  demand  and  receive  cash  therefor.

     SECTION.    MEMBER  LOANS  OR  SERVICES.    Crossmann shall be permitted to
     -------
provide  loans  to  the Company and receive reasonable interest as consideration
for such loans.  All Members shall be permitted to serve the Company as Officers
and  receive reasonable consideration for the provision of such services. Unless
otherwise approved by the unanimous consent of the Members, loans or services by
any  Member  to  the  Company  shall  not  be  considered Capital Contributions.
Crossmann shall be obligated to make a loan to the Company pursuant to the terms
of  the  Pledge  Agreement.

     SECTION.    COMPANY  LOANS  OR  DISTRIBUTIONS.      The Company shall, upon
     -------
unanimous  agreement  of  its  Members, which agreement will not unreasonably be
     --
withheld,  loan  or distribute to any Member funds for any tax liability to such
Member  or  its stockholder associated with the transfer of the assets described
in  Section  3.3  of  this  Agreement.

     SECTION.    ADMISSION OF ADDITIONAL MEMBERS.   The Members may admit to the
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Company  Additional  Members,  which may include Substitute Members, who will be
entitled  to  participate  in the rights of Members as described in Section 3.2,
with  admission  thereof  on  such  terms  as  are  determined  by  the Members.
Admission of any such Additional Member shall require the approval of all of the
Members,  and  such  Additional  Members  shall  be allocated net income, gains,
losses,  deductions  and  credits  by  such  method  as  may be provided in this
Agreement,  and  if  no method is specified, then as may be permitted by Section
706(d)  of  the  Code.    The Members hereby approve the admission as Substitute
Members  of  the  Collateral  Agent  or  any  Lender  pursuant  to the terms and
conditions  of  the  Pledge Agreement, provided, however, that any Transfer made
pursuant  to  the  Pledge  Agreement  is subject to the approval requirement set
forth  in  Section  8.2.

     SECTION.    NO  MEMBER  RESPONSIBLE FOR OTHER MEMBER'S COMMITMENT.   In the
     -------
event  that any Member (or any of such Member's shareholders, partners, members,
owners,  or  Affiliates  (collectively,  the  "Liable Member")) has incurred any
indebtedness  or  obligation prior to the date of this Agreement that relates to
or otherwise affects the Company, neither the Company nor any other Member shall
have any liability or responsibility for or with respect to such indebtedness or
obligation  unless  such  indebtedness  or  obligation is assumed by the Company
pursuant  to a written instrument signed by all Members; provided, however, that
each  of  the  Members  hereby  acknowledges  that  the  Company  has  assumed
indebtedness  and  liabilities  of  Trinity in connection with Trinity's capital
contribution  as  described in Section 3.3, and the Company's assumption of such
indebtedness  is  hereby approved by all Members, whether or not such assumption
is  evidenced  by  a  written  instrument  signed  by  all  Members.

                                     ARTICLE

                                     MEMBERS

     SECTION.   ACTION BY THE MEMBERS.   The Members may act by vote, resolution
     -------
or  other  action  approved or adopted at a meeting held in accordance with this
Section  4.1,  by a written consent signed in accordance with this Section or by
written  agreement of the holder(s) of the requisite number of Units.  Rules for
the  conduct at meetings of the Members and for action by written consent of the
Members  follow:

          Annual  Meetings.  Annual meetings of the Members shall be held on the
first  Tuesday  in March of each year at the Principal Office of the Company, or
on  such other date or at such other place as may be designated by the unanimous
agreement  of  the  Members.

          Special  Meetings.    Special meetings of the Members may be called by
any  Member  possessing  at  least  100 Units or upon unanimous agreement of the
Board of Managers. Special meetings of the Members shall be called upon delivery
to the Members of notice of a special meeting of the Members given in accordance
with Section 4.1(c) signed and dated by the Member possessing at least 100 Units
or  the  Board  of  Managers,  as  the  case  may  be.

          Notice  of Meetings of the Members.  The Company shall deliver or mail
written notice stating the date, time, and place of any Members' meeting and, in
the  case  of  a  special  Members' meeting or when otherwise required by law, a
description  of  the purposes for which the meeting is called, to each Member of
record  entitled  to  vote  at  the  meeting,  at such address as appears in the
records  of  the  Company and at least 10, but not more than 30, days before the
date  of  the  meeting.

          Waiver of Notice.  A Member may waive notice of any meeting, before or
after  the date and time of the meeting as stated in the notice, by delivering a
signed  waiver  to  the  Company  for  inclusion  in  the  minutes.   A Member's
attendance at any meeting, in person or by proxy (i) waives objection to lack of
notice or defective notice of the meeting, unless the Member at the beginning of
the  meeting  objects  to  holding  the  meeting  or transacting business at the
meeting,  and  (ii)  waives objection to consideration of a particular matter at
the  meeting  that  is  not within the purposes described in the meeting notice,
unless  the  Member  objects  to  considering  the  matter when it is presented.

          Voting  by  Proxy.   A Member may appoint a proxy to vote or otherwise
act  for the Member at a meeting pursuant to a written appointment form executed
by  the  Member  or the Member's duly authorized attorney-in-fact, provided that
the  appointment  form  is submitted to the Company for inclusion in the Company
records.    The  general  proxy  of  a fiduciary is given the same effect as the
general  proxy  of  any  other  Member.

          Presence.  Any or all Members may participate in any annual or special
Members'  meeting by, or through the use of, any means of communication by which
all Members participating may simultaneously hear each other during the meeting.
A  Member  so  participating  is  deemed to be present in person at the meeting.

          Conduct  of  Meetings.    At any Members' meeting, the Chairman of the
Board  of  Managers  shall preside or appoint a person to preside at the meeting
and  the Secretary shall prepare minutes of the meeting which shall be placed in
the  minute  books  of  the  Company.

          Quorum;  Approval.    The  presence of a majority of the Members at an
annual  or  special  meeting  is  necessary for a quorum, unless approval of any
action  to be taken is required from all the Members, in which case the presence
of  all  the Members is necessary for a quorum.  Any action proposed to be taken
by  the Members shall be approved upon the affirmative vote of a majority of the
Members,  unless  approval  by all the Members is required by the Articles, this
Agreement  or  the  Act.

          Action  by  Written  Consent.   Any action required or permitted to be
taken  at  a  Members'  meeting  may be taken without a meeting if the action is
taken  by  all  the Members entitled to vote on the action.  The written consent
shall  therefore  be  delivered  to  the  Company  for inclusion in the minutes.

     SECTION.    ACTION  BY THE REMAINING MEMBERS.   Whenever the Articles, this
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Agreement  or  the  Act  provide  or  require  approval  or  other action by the
remaining Members (i.e., those Members, other than the Member in question).  The
approval  or  other  action of the remaining Members may be obtained or taken by
written  agreement  thereof.

     SECTION.   WAIVER OF PARTITION.   Each Member on behalf of such Member, its
     -------
successors  and  its  assigns,  hereby  waives  any  rights  to have any Company
property  partitioned.

                                     ARTICLE

                                    MANAGERS

     SECTION.    MANAGERS.
     -------

          The  Company  shall  have a Board of Managers.  The number of Managers
constituting  the Board of Managers shall be six.  The Managers shall be elected
as  follows:  (i)  three  (3)  Managers shall be selected by Crossmann; and (ii)
three  (3)  Managers  shall be selected by Pyramid and Trinity, acting together.
If  a  Manager  selected by a Member ceases for any reason to be a Manager, then
such  Member shall have the right to appoint a successor to complete the term of
such  Manager.    Both (i) Crossmann and (ii) Trinity and Pyramid shall have the
right  to  reasonably  object  to a Manager selected by the other.  Each Manager
must  be  a  Member  or  a director, officer or employee of a Member.  A Manager
shall  serve  for  a  term of one (1) year and until the Manager's successor has
been  duly  elected  and  qualified.    Such  elections shall be recorded in the
records  of  the Company.  The initial Managers shall be James D. McKenzie, John
E.  McKenzie, Mark W. Thune, Jennifer A. Holihen, Richard H. Crosser and John B.
Scheumann.   If the Collateral Agent or any Lender acquires the Units of Trinity
and Pyramid or a portion of such Units, then the Collateral Agent or such Lender
shall  succeed  to  the  rights  of Trinity and Pyramid, in whole or in part, as
applicable,  to  select  Managers.

          Managers  shall not be personally liable for the debts, obligations or
liabilities  of  the Company, whether arising in contract, tort or otherwise, or
for the acts or omissions of any Member, other Manager, agent or employee of the
Company.    A  Manager  shall  perform the Manager's duties as a Manager in good
faith,  in  a manner the Manager reasonably believes to be in the best interests
of  the  Company,  and  with such care as an ordinarily prudent person in a like
position would use under similar circumstances.  A Manager is not liable for any
action taken as a Manager, or any failure to take any action, unless the Manager
has breached or failed to perform the Manager's duties and the breach or failure
to  perform  constitutes  willful  misconduct  or  recklessness.

          In  performing  the  Manager's  duties, a Manager shall be entitled to
rely  on  information, opinions, reports, or statements of the following persons
or  groups  unless  the  Manager has knowledge concerning the matter in question
that  would  cause  such  reliance  to  be  unwarranted:

          One  or  more  employees  or  other  agents  of  the  Company whom the
Manager  reasonably  believes  to  be  reliable  and  competent  in  the matters
presented;

          Any  attorney,  public accountant, or other person as to matters which
the       Manager reasonably believes to be within such person's professional or
expert  competence;  or

          A  committee upon which the Manager does not serve, duly designated in
accordance  with  a  provision  of the Articles or this Agreement, as to matters
within  its         designated authority, which committee the Manager reasonably
believes  to  merit            competence.

          Except  to  the  extent  provided in the Articles, every Manager is an
agent  of the Company for the purpose of apparently carrying on in the usual way
the  business  of  the  Company,  and  the  act  of every Manager, including the
execution  in  the  Company name of any instrument for apparently carrying on in
the usual way the business of the Company, binds the Company, unless such act is
in  contravention  of  the  Articles  or this Agreement or unless the Manager so
acting otherwise lacks the authority to act for the Company, and the person with
whom  the  Manager is dealing has knowledge of the fact that such Manager has no
such  authority.

     SECTION.   POWERS OF THE MANAGERS.   The Board of Managers shall advise and
     -------
consult  with the Officers regarding the day-to-day operation of the Company and
shall perform all lawful acts as are required by the Articles, this Agreement or
the  Act; provided, however, that the following actions shall only be taken upon
the  unanimous  consent  of  the  Board  of  Managers:

          Approval  of the Company's annual operating budget, which budget shall
be  submitted  to the Board of Managers by the President of Company on or before
November  1 of each calendar year and shall be approved by the Board of Managers
on  or  before  December  31  of  each  calendar  year;

          Election  and  removal,  with or without cause, of any Officer and the
identification  and  definition  of  the  powers  and  duties  of  the Officers;

          Approval  of  the  annual  compensation  and  bonus  for each Officer;

          Approval  of  all  indebtedness  of  the Company in excess of $50,000;

          Approval  of  the  Company's  depositories;  and

          Approval of all transactions not in the ordinary course of business of
the  Company,  including  but not limited to, a transfer of all or substantially
all  of  the  assets  of  the  Company  or  other  acquisition  transaction.

     SECTION.    MEETINGS.   The Board of Managers shall meet at least once each
     -------
year.   Meetings may be called by any of the Managers or by any Member owning at
least  100  Units.    The  person(s)  who call the meeting shall deliver or mail
written notice stating date, time and place of any Board of Managers' meeting at
least  10  days  before  the  date  of  the  meeting.

     SECTION.  SALARIES.   The Company may pay to any Officer or other Person, a
     -------
salary  and/or  bonus  as  compensation  for  services  rendered to the Company;
provided,  however,  that  such  salary  or bonus is unanimously approved by the
Board of Managers.  Such salaries and/or bonuses shall be treated as expenses of
the Company and shall not be deemed to constitute distributions to the recipient
of  any  profit,  loss  or  capital  of the Company.  No Manager shall receive a
salary;  provided,  however, that any Manager who is also an Officer or employee
may  receive  a  salary  for  his  or  her  duties  as  an  Officer or employee.

     SECTION.    REMOVAL.   The Members may, by unanimous consent, remove all or
     -------
any  lesser  number of Managers with or without cause.  Any removal of a Manager
shall  become effective when written notice thereof signed by all of the Members
is  given  to  such  Manager  unless a later effective date is specified in such
notice.    Such  notice  must  be  delivered  to  the Manager being removed, any
remaining  Managers  and  the  Manager  elected  to replace the removed Manager.
Should  a Manager be removed who is also a Member, such removal shall not affect
the  Person's rights as a Member except as may otherwise be provided in the Act,
the  Articles  or  this  Agreement.

     SECTION.    RESIGNATION.    A Manager or Officer may resign from his or her
     -------
position as a Manager or Officer at any time by delivering written notice to all
of  the  Members.    Such resignation shall become effective when such notice is
received,  unless  a  later  effective  date  is  specified  in  such  notice.

     SECTION.  VACANCIES.   Any vacancy in a Manager position shall be filled by
     -------
appointment of the Member who appointed such Manager; subject to the approval of
the  other parties entitled to appoint a Manager. The Managers shall unanimously
agree  to  the  appointment  of  any  individual to fill a vacancy in an Officer
position.  An individual chosen to fill a vacancy shall serve the unexpired term
of  his  or her predecessor in office.  Any position on the Board of Managers to
be  filled by reason of an increase in the number of Managers shall be filled by
the  unanimous  consent  of  all  of  the  Members.   A Manager chosen to fill a
position  resulting from an increase in the number of Managers shall hold office
until the next annual meeting of Members and until his or her successor has been
duly  elected  and  qualified.

     SECTION.   OFFICERS.   Subject to Section 5.2, the day-to-day operations of
     -------
the  Company  shall be run by the officers of the Company (the "Officers").  The
Officers  shall  serve for a term of one year and until such Officer's successor
has  been  duly  elected  and  qualified.  One individual may hold more than one
office,  and  a  Manager  may  also  serve  as  an  Officer  of  the  Company.

          The  Chairman of the Board of Managers is responsible for presiding at
all  meetings  of  the  Members  and Managers.  The Chairman has such powers and
duties  as  the  Members  or  Managers  may  from  time  to  time  prescribe.

          The  President  of  the  Company  is  responsible  for  managing  and
supervising  the  affairs  and  personnel  of  the  Company.   The President has
authority  to  execute,  with the Secretary, powers of attorney appointing other
corporations, partnerships, or individuals as the agents of the Company, subject
to law, the Articles and this Agreement.  Notwithstanding any other provision of
this  Article V, the President may not enter into any notes, agreements or other
instruments  on behalf of the Company which would result in a material change in
the  operation of the Company, including but not limited to a transfer of all or
substantially  all  of  the  assets  of  the  Company  or  any other acquisition
transaction,  except  with  the unanimous consent of the Board of Managers.  The
President  has  such other powers and duties as the Members or Managers may from
time  to  time  prescribe.

          Each Vice President of the Company has all powers of, and performs all
the  duties  incumbent  upon,  the  President during the Presidents's absence or
disability.    Each Vice President has such other powers and duties as the Board
of  Managers  may  from  time  to  time  prescribe.

          The  Secretary  of  the  Company  is responsible for (a) attending all
meetings of the Members and Managers, (b) preparing true and complete minutes of
the proceedings of all meetings of the Members and Managers, (c) maintaining and
safeguarding the books (except books of account) and records of the Company, and
(d)  authenticating  the  records  of  the  Company.  If required, the Secretary
attests the execution of deeds, leases, agreements, powers of attorney and other
official  documents  by  the  Company.   The Secretary serves all notices of the
Company  required    by law, the Managers, or this Agreement.  The Secretary has
such  other  duties  as  the  Board of Managers may from time to time prescribe.

          The  Treasurer  of  the Company is responsible for (a) keeping correct
and  complete  books of account which show accurately at all times the financial
condition  of  the  Company,  (b) safeguarding all funds, notes, securities, and
other  valuables  which  may  from  time to time come into the possession of the
Company,  and  (c) depositing all funds of the Company with such depositories as
the  Board of Managers shall designate.  The Treasurer shall furnish at meetings
of  the  Board  of  Managers,  or  when  otherwise requested, a statement of the
financial  condition of the Company.  The Treasurer has such other duties as the
Board  of  Managers  may  from  time  to  time  prescribe.

          Subject  to  Section  5.2, the Board of Managers may from time to time
designate  and elect assistant officers who shall have such powers and duties as
the  officers whom they are elected to assist, specify and delegate to them, and
such  other  powers and duties as the Managers or the President may from time to
time prescribe.  An assistant secretary may, during the absence or disability of
the  Secretary, discharge all responsibilities imposed upon the Secretary of the
Company, including, without limitation, attest the execution of all documents by
the  Company.

     SECTION.  RATIFICATION OF PLEDGE AGREEMENT.   The Members hereby ratify and
     -------
approve  the  execution  by and on behalf of the Company of the Pledge Agreement
and  hereby  acknowledge  and authorize performance by the Company of all of its
duties  and  obligations  under  the  Pledge  Agreement.

                                     ARTICLE

                             ACCOUNTING AND RECORDS

     SECTION.    APPOINTMENT  OF  TAX  MATTERS MANAGER.   Jennifer A. Holihen is
     -------
hereby  designated  as  the  Tax  Matters  Manager  ("TMM").    The TMM shall be
responsible  for  all  matters involving federal, state, local or other taxes of
any  type.    The TMM shall serve as such until a successor is duly elected by a
Majority  in  Interest  of  the  Members  and  qualified,  or  until the earlier
withdrawal or retirement of the TMM, or removal by a Majority in Interest of the
Members.

     SECTION.    RECORDS  AND ACCOUNTING.   The books and records of the Company
     -------
shall  be  kept,  and  the  financial position and the results of its operations
recorded,  in  accordance  with  generally  accepted accounting principles.  The
books  and  records  of  the  Company shall reflect all Company transactions and
shall  be  appropriate and adequate for the Company's business.  The fiscal year
of the Company for financial reporting and for federal income tax purposes shall
be  the  calendar  year.

     SECTION.  ACCESS TO RECORDS.   The books and records of the Company, to the
     -------
extent required by the Act, shall be maintained at the Company's principal place
of  business,  and  each  Member,  and  his,  her,  or  its  duly  authorized
representative,  to  the  extent required by the Act, shall have access to where
they  are  located  and  have the right to inspect and copy them during ordinary
business  hours.    The  Remaining  Shareholders,  Trinity  and Pyramid shall be
authorized  to  provide  information and reports with respect to the Company and
its  business  to  the  Lenders  in  accordance with their obligations under the
Pledge  Agreement,  and  the  Company  shall  cooperate in connection therewith.

     SECTION.   ANNUAL TAX INFORMATION.   The Company shall use its best efforts
     -------
to  deliver  to each Member within 90 days after the end of each fiscal year all
information  necessary  for  the  preparation of such Member's federal and state
income  tax  returns.    The Company shall also use its best efforts to prepare,
within  90  days  after  the  end of each fiscal year, a financial report of the
Company  for  such  fiscal year containing a balance sheet as of the last day of
the year then ended, an income statement for the year then ended, a statement of
sources  and  applications  of  funds,  and a statement of reconciliation of the
Capital  Accounts  of  the  Members.

     SECTION.    ACCOUNTING DECISIONS.   All decisions as to accounting matters,
     -------
except  as  otherwise specifically set forth in this Agreement, shall be made by
unanimous agreement of the Members.  The Members may rely upon the advice of the
Company's  accountants  as  to  whether  such  decisions  are in accordance with
accounting  methods  followed  for  federal  income  tax  purposes.

     SECTION.    FEDERAL  INCOME TAX ELECTION.   In case of a transfer of all or
     -------
part  of the Interest of any Member, the Company may elect, pursuant to Sections
734,  743, and 754 of the Code to adjust the basis of the assets of the Company.

                                     ARTICLE

                          ALLOCATIONS AND DISTRIBUTIONS

     SECTION.   ALLOCATION OF NET INCOME, NET LOSS OR CAPITAL GAINS.   Except as
     -------
may  be  expressly  provided  otherwise  in this Article VII, and subject to the
provisions  of Sections 704(b) and 704(c) of the Code, the net income, net loss,
or  capital  gains  of  the Company for each fiscal year of the Company shall be
allocated  to  the  Members,  pro  rata  in  accordance  with  their  respective
Percentage  Interests.

     SECTION.  SPECIAL ALLOCATIONS.   The following special allocations shall be
     -------
made  in  the  following  order:

          Minimum  Gain  Chargeback.    Except as otherwise provided in Treasury
Regulation  Section  1.704-2(f),  notwithstanding  any  other  provision of this
Article  VII,  if  there  is  a  net decrease in Company Minimum Gain during any
fiscal  year,  each  Member shall be specially allocated items of Company income
and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an
amount equal to such Member's share of the net decrease in Company Minimum Gain,
determined  in  accordance  with  Treasury  Regulation  Section  1.704-2(g).
Allocations pursuant to the previous sentence shall be made in proportion to the
respective  amounts  required  to  be allocated to each Member pursuant thereto.
The  items  to  be  so allocated shall be determined in accordance with Treasury
Regulation  Sections  1.704-2(f)(6)  and 1.704- 2(j)(2).  This Section 7.2(a) is
intended  to  comply  with  the  minimum gain chargeback requirement in Treasury
Regulation  Section  1.704-2(f) and shall be interpreted consistently therewith.

          Member  Nonrecourse Debt Minimum Gain Chargeback.  Except as otherwise
provided in Treasury Regulation Section 1.704-2(i)(4), notwithstanding any other
provision  of this Article VII, if there is a net decrease in Member Nonrecourse
Debt  Minimum  Gain  attributable to a Member Nonrecourse Debt during any Fiscal
Year,  each  Member  who has a share of the Member Nonrecourse Debt Minimum Gain
attributable  to  such  Member  Nonrecourse  Debt, determined in accordance with
Treasury Regulation Section 1.704-2(i)(5), shall be specifically allocated items
of  Company  income and gain for such fiscal year (and, if necessary, subsequent
fiscal  years)  in an amount equal to such Member's share of the net decrease in
Member  Nonrecourse  Debt  Minimum  Gain attributable to such Member Nonrecourse
Debt,  determined  in accordance with Treasury Regulation Section 1.704-2(i)(4).
Allocations pursuant to the previous sentence shall be made in proportion to the
respective  amounts  required  to  be allocated to each Member pursuant thereto.
The  items  to  be  so allocated shall be determined in accordance with Treasury
Regulation  Sections  1.704-2(i)(4)  and  1.704-2(j)(2).  This Section 7.2(b) is
intended  to  comply  with  the  minimum gain chargeback requirement in Treasury
Regulation  Section  1.704-  2(i)(4)  and  shall  be  interpreted  consistently
therewith.

          Qualified  Income  Offset.    In  the  event  any  Member unexpectedly
receives  any  adjustments,  allocations, or distributions described in Treasury
Regulation  Sections  1.704-  1(b)(2)(ii)(d)(4),  1.704-1(b)(2)(ii)(d)(5)  or
1.704-1(b)(2)(ii)(d)(6),  items  of  Company  income and gain shall be specially
allocated  to  each such Member in an amount and manner sufficient to eliminate,
to the extent required by the Treasury Regulations, the Adjusted Capital Account
Deficit  of  such  Member  as  quickly  as possible, provided that an allocation
pursuant  to  this  Section  7.2(c) shall be made only if and to the extent that
such  Member  would  have  an  Adjusted  Capital Account Deficit after all other
allocations  provided  for  in this Article VII have been tentatively made as if
this  Section  7.2(c)  were  not  in  the  Agreement.

          Gross  Income  Allocation.    In  the  event  any Member has a deficit
Capital  Account  at the end of any fiscal year which is in excess of the sum of
(i)  the amount such Member is obligated to restore pursuant to any provision of
this  Agreement,  and  (ii)  the amount such Member is deemed to be obligated to
restore  pursuant  to  the penultimate sentences of Treasury Regulation Sections
1.704-2(g)(1)  and  1.704-2(i)(5), each such Member shall be specially allocated
items  of  Company  income  and  gain in the amount of such excess as quickly as
possible,  provided  that an allocation pursuant to this Section 7.2(d) shall be
made  only  if  and  to the extent that such Member would have a deficit Capital
Account  in  excess of such sum after all other allocations provided for in this
Article  VII  have been made as if Section 7.2(c) hereof and this Section 7.2(d)
were  not  in  the  Agreement.

          Nonrecourse  Deductions.    Nonrecourse Deductions for any fiscal year
shall  be  specifically  allocated  among  the  Members  in  proportion to their
Percentage  Interests.

          Member  Nonrecourse Deductions.  Any Member Nonrecourse Deductions for
any  fiscal  year  shall  be  specially  allocated  to  the Member who bears the
economic  risk of loss with respect to the Member Nonrecourse Debt to which such
Member  Nonrecourse  Deductions  are  attributable  in  accordance with Treasury
Regulation  Section  1.704-2(i)(1).

          Section  754 Adjustments.  To the extent an adjustment to the adjusted
tax  basis  of any Company asset pursuant to Section 734(b) or Section 743(b) of
the  Code  is  required  pursuant  to  Treasury  Regulation  Section
1.704-1(b)(2)(iv)(m)(2)  or  1.704-1(b)(2)(iv)(m)(4) to be taken into account in
determining  Capital  Accounts  as  the  result of a distribution to a Member in
complete liquidation of the Member's Interest in the Company, the amount of such
adjustment  to  Capital  Accounts  shall  be  treated as an item of gain (if the
adjustment  increases  the  basis  of  the  asset)  or  loss  (if the adjustment
decreases such basis), and such gain or loss shall be specially allocated to the
Members  in accordance with their Interests in the Company in the event Treasury
Regulation  Section 1.704(b)(2)(iv)(m)(2) applies, or to the Member to whom such
distribution  was  made  in  the  event  Treasury  Regulation  Section
1.704-1(b)(2)(iv)(m)(4)  applies.

     SECTION.    CURATIVE  ALLOCATIONS.    The allocations set forth in Sections
     -------
7.2(a)  through  7.2(g)  hereof  (the  "Regulatory Allocations") are intended to
comply  with certain requirements of the Treasury Regulations.  It is the intent
of the Members that, to the extent possible, all Regulatory Allocations shall be
offset  either  with other Regulatory Allocations or with special allocations of
other  items of Company income, gain, loss or deduction pursuant to this Section
7.3.   Therefore, notwithstanding any other provision of this Article VII (other
than the Regulatory Allocations), the Members shall make such offsetting special
allocations  of  Company  income,  gain,  loss, or deduction so that, after such
offsetting  allocations  are  made, each Member's Capital Account balance is, to
the extent possible, equal to the Capital Account balance such Member would have
had if the Regulatory Allocations were not part of the Agreement and all Company
items  were  allocated  pursuant  to  Section  7.1.

     SECTION.   DISTRIBUTIONS.   Available Cash, if any, shall be distributed to
     -------
the  Members  only  upon  the  unanimous  approval  of  the Members and shall be
distributed  pro  rata in accordance with their respective Percentage Interests;
provided,  however,  that  the  Company and its Members and Managers shall cause
distributions of Available Cash to be made in accordance with the obligations of
the  Company  pursuant  to  the  Pledge  Agreement.

     SECTION.    ALLOCATION  OF  INCOME AND LOSS AND DISTRIBUTIONS IN RESPECT OF
     -------
INTERESTS  TRANSFERRED.

          If any Interest is transferred, or is increased or decreased by reason
of the admission of an Additional Member or otherwise, during any fiscal year of
the  Company,  each  item of net income, gain, loss, deduction, or credit of the
Company  for  such  fiscal  year  shall  be assigned pro rata to each day in the
particular  period of such fiscal year to which such item is attributable (i.e.,
the  day on or during which it is accrued or otherwise incurred), and the amount
of  each  such item so assigned to any such day shall be allocated to the Member
based upon the Member's respective Percentage Interest at the close of such day.

          Authorized  distributions  of Company assets in respect of an Interest
shall be made only to the Members who, according to the books and records of the
Company,  are  the  holders  of record of the Interests in respect of which such
distributions are made on the actual date of distribution, except as provided in
the  Pledge  Agreement.    Neither  the  Company  nor any Member shall incur any
liability  for  making  distributions  in  accordance with the provisions of the
preceding  sentence,  whether  or not the Company or the Member has knowledge or
notice  of  any transfer or purported transfer of ownership of an Interest which
has  not  met  the  requirements of Article VIII.  Notwithstanding any provision
above to the contrary, gain or loss of the Company realized in connection with a
sale or other disposition of any of the assets of the Company shall be allocated
solely  to  the  parties  owning  Interests  as  of  the date such sale or other
disposition  occurs.

                                     ARTICLE

              RESTRICTIONS ON WITHDRAWAL AND TRANSFERS OF INTERESTS

     SECTION.    WITHDRAWAL.      No  Member  shall withdraw from the Company or
     -------
otherwise  voluntarily  cause  an Event of Dissociation as to that Member except
     -
upon  the  express  written  consent  of a Majority in Interest of the remaining
Members.    Upon  any  such  withdrawal  or  other  voluntarily  caused Event of
Dissociation,  the  Member  shall be an Assignee as to the Member's Units, shall
not  be  entitled to have the Member's Interest redeemed or to otherwise receive
any distribution or other payment on account of the Member's withdrawal or other
voluntarily  caused  Event of Dissociation.  The Company may recover damages for
breach  of  this  Section  8.1  and may offset the Company's damages against any
amount  owed  to  a  Member  for  distributions  or  otherwise.

     SECTION.    BASIC  RESTRICTIONS  ON  TRANSFER.      Except for any Transfer
     -------
pursuant  to  the Pledge Agreement or pursuant to the terms of Section 8.6, none
     --
of the Units (Interest) of Member or any portion thereof shall be the subject of
a  Transfer.    Any  Transfer  or purported Transfer not in compliance with this
Article  VIII  shall be null and void.  Any Transfer to any person or entity not
already  a  Member  of  the Company (including any Transfer made pursuant to the
Pledge  Agreement  or  in  accordance  with  Section  8.6)  shall  automatically
constitute  an  Event of Dissociation unless the non-transferring Member(s) (the
"Surviving  Member(s)")  and  the  Assignee  consent  to  the  Transfer.

     SECTION.    FURTHER  RESTRICTIONS  ON  TRANSFER.      In  addition  to  the
     -------
restrictions  set  forth in Section 8.2, except for any Transfer pursuant to the
     -----
Pledge  Agreement,  no  Member  shall  Transfer  all or any part of the Member's
Interest:    (a)  without  registration  under  applicable  federal  and  state
securities  laws, unless an exemption therefrom applies and, if requested by the
Company,  the Member delivers an opinion of counsel satisfactory to the Company,
that registration under any such laws is not required; or (b) if the Interest or
portion  thereof,  when  added  to  the  total  of  all  other Interests sold or
exchanged  in the preceding 12 consecutive months prior thereto, would result in
the  termination  of the Company for tax purposes under Section 708 of the Code.

     SECTION.    STATUS OF TRANSFEREE AND TRANSFEROR.   Notwithstanding anything
     -------
contained  in  this Agreement to the contrary, except for a Transfer pursuant to
the  Pledge Agreement, any transferee or recipient of a Unit or Units subject to
an  effective  Transfer shall be an Assignee and shall have no right to (a) vote
any Units or portion thereof subject to the Transfer or to otherwise participate
in  the  management  of  the  business  or  affairs of the Company, (b) become a
Substitute  Member  or  otherwise  exercise  any rights of a Member, or (c) have
access  to  the  Company  records; unless all of the remaining Members, in their
sole  and  absolute  discretion  approve  the  admission  of  the  Assignee as a
Substitute  Member  and  the Assignee executes documentation satisfactory to the
remaining  Members  accepting  and  adopting  the  terms of this Agreement.  The
transferor  in  a  Transfer  of  the transferor's entire Interest to an Assignee
shall  cease  to be a Member and shall not have any power to exercise any rights
of  a  Member;  provided, however, that such transferor is not released from any
unpaid  contributions  or  other  liability.

     SECTION.    PLEDGE  OF  INTERESTS.     The pledge or granting of a security
     -------
interest,  lien  or  other  encumbrance  in  or  against all or any portion of a
Member's  Interest  shall  not be a Transfer subject to the restrictions of this
Article  VIII;  provided,  that, in any event, the foreclosure of or exercise of
other  secured  party  remedies  with respect to such pledge, security interest,
lien  or  other  encumbrance  resulting in a Transfer of any such Interest shall
nonetheless  be  a  Transfer  for  the  purpose  of  this  Article  VIII.

     SECTION.    CALL  RIGHTS.
     -------

          Adjusted  Value.

          thIn  e  event  that  the Board of Managers are unable to agree on any
action  set  forth in Section 5.2 which requires unanimous approval of the Board
of  Managers  (the "Triggering Event"), Trinity and Pyramid (or any successor to
their  Units) shall jointly have the right to purchase Crossmann's Interest.  To
exercise  such  right  Trinity  and Pyramid (or such successor) shall deliver to
Crossmann written notice of exercise of such right (the "Trinity Notice") within
three  days of the Triggering Event (the "Exercise Period").  The Trinity Notice
shall  state  the  date for the closing of the purchase of Crossmann's Interest,
which  date shall not be more than 10 days from the date of the Triggering Event
(the  "Purchase  Period").

          In  the  event  Trinity and Pyramid (or such successor) do not deliver
the  Trinity  Notice  within  the  Exercise Period or fail to close the purchase
within the Purchase Period, Crossmann shall have the right to purchase Trinity's
and  Pyramid's  Interests (or the interests of any successor).  To exercise such
right,  Crossmann  shall  deliver  to  Trinity and Pyramid (or such successor) a
notice (the "Crossmann Notice") within 3 days of the later of (A) the expiration
of  the  Exercise Period or, if the Trinity Notice is delivered to Crossmann (B)
the  expiration  of  the  Purchase Period.  The Crossmann Notice shall state the
date  of the closing of the purchase of Trinity's and Pyramid's Interest (or the
interests  of  any successor) which date shall not be more than 10 days from the
date  of  the  Crossmann  Notice.

          The  purchase  price  for  Crossmann's  Interest  shall be $6,450,000,
except as may be adjusted pursuant to Section 8.6(a)(v) herein and shall be paid
in cash by Trinity and Pyramid (or such successor) at the closing of the sale of
Crossmann's  Interest.    The  parties  hereto  agree  that  $6,450,000  is  the
approximate  fair  market  value  of  Crossmann's Interest as of the date of the
execution  of  this  Agreement.

          The  aggregate  purchase  price  for  Trinity's Interest and Pyramid's
Interest  (or the interests of any successor) shall be $6,450,000, except as may
be  adjusted  pursuant  to Section 8.6(a)(v) herein and shall be paid in cash by
Crossmann  at  the  closing of the sale of Trinity's and Pyramid's Interests (or
the  interests  of  any successor).  The parties hereto agree that $6,450,000 is
the  approximate  fair market value of Trinity's Interest and Pyramid's Interest
as  of  the  date  of  the  execution  of  this  Agreement.

          To  the  extent that at the date of the closing of a sale described in
this  Section  8.6(a)  the    Capital Account of either Crossmann or Pyramid and
Trinity  (or  a successor), as applicable, is greater than less than the Capital
Account  of  such  Member(s) as of the date hereof then the purchase price to be
paid  for  (A)  Crossmann's  Interest  or  (B)  Trinity's Interest and Pyramid's
Interest,  as  applicable,  shall  be  adjusted  upward  or downward, dollar for
dollar,  to  the  extent  of  any  such  excess  or  deficiency.

          Dispute  Resolution.    If a Triggering Event has occurred and neither
Crossmann  or  Trinity  and Pyramid (or any successors to their Units) elects to
exercise its call right pursuant to the terms set forth in Section 8.6(a) above,
the  action on which the Board of Managers was unable to unanimously agree shall
be  submitted to binding arbitration.  Such arbitration shall be administered by
the  American  Arbitration  Association  according  to its rules or as otherwise
mutually  agreed in writing by the parties hereto.  Such arbitration proceedings
shall be held in Marion County, Indiana or a contiguous county and shall be held
within  thirty  (30)  days from the date on which the Triggering Event occurred.

          Outstanding  Loans.    To  the extent that at the date of closing of a
sale  described in Section 8.6(a) above, any loans made by the selling Member to
the Company remain outstanding, such loans shall be repaid by the Company at the
date  of  the  closing.

                                     ARTICLE

                            DISSOCIATION OF A MEMBER

     SECTION.    DISSOCIATION.      A  person  ceases  to  be  a Member upon the
     -------
occurrence  of  any  of  the following events (each an "Event of Dissociation"):
     ----

          the  Person  withdraws  from  the Company, including any retirement or
resignation  from  membership  in  the  Company  (as  opposed  to  retirement or
resignation  merely  from  employment  with  the  Company  or any position as an
officer  of  the  Company);

          a  Transfer  of  the  Person's  entire  Interest,  whether  or not the
Assignee  is admitted as a Substitute Member, unless the Transfer is approved by
the  Surviving  Member(s)  and  the  Assignee as provided by Section 8.2 herein;

          in  the  case of a Person who is an individual, the individual's death
or  adjudication by a court of competent jurisdiction of the individual's mental
incompetency  or  insanity;

          in the case of a Person who is acting as a Member by virtue of being a
trustee  of  a  trust,  the  termination  of  the  trust,  but  not  merely  the
substitution  of  a  new  trustee;

          in  the  case  of a Person that is a partnership, limited partnership,
limited  liability partnership or limited liability company, the dissolution and
commencement  of  winding  up  of  the partnership, limited partnership, limited
liability  partnership  or  limited  liability  company;

          in  the case of a Person that is a corporation, the dissolution of the
corporation;

          in  the  case  of  a Person that is an estate, the distribution by the
fiduciary  of  the  estate's  entire  Interest  in  the  Company;  or

          Bankruptcy  of  the  Person.

     SECTION.  RIGHTS OF DISSOCIATING MEMBER.   Upon an Event of Dissociation as
     -------
to  a  Member:

          if the dissociation causes a dissolution and winding up of the Company
under  Article  X, the Member shall be entitled to participate in the winding up
of  the Company to the same extent as any other Member, except that if the Event
of  Dissociation  is  a breach of this Agreement, any distributions to which the
Member would have been entitled shall be reduced by any damages sustained by the
Company  as  a  result  of  the  dissolution  and  winding  up;  and

          if  the Event of Dissociation does not cause a dissolution and winding
up  of  the  Company  under  Article  X, the Member shall not be entitled to any
distribution solely by reason of the Member's dissociation, and thereafter shall
only be entitled to participate as an Assignee in the Company.  The Member shall
not  be  entitled  to a redemption of the Member's Interest or otherwise receive
the  value of the Member's Interest until such time, and in the manner, provided
under  Article  X  for  the  dissolution  and  winding  up  of  the  Company.

                                     ARTICLE

                           DISSOLUTION AND WINDING UP

     SECTION.    DISSOLUTION.     The Company shall be dissolved and its affairs
     -------
wound  up  on  the  first  of  the  following  to  occur:

          A  unanimous  determination  by  the Members that the Company shall be
dissolved;

     (b)        The occurrence of a Transfer described in Section 9.1(b) without
the  approval  of  the Surviving Members and the Assignee of such a Transfer; or

     (c)          At  such  earlier  time  as may be provided by applicable law.

Notwithstanding  any  other  provision of this Agreement or the Act, the Members
hereby  agree  that  the  business  of  the  Company shall be continued upon the
occurrence  of  an  Event  of  Dissociation  and  that  the Company shall not be
dissolved upon the occurrence of an Event of Dissociation other than pursuant to
the  terms  of  Section  10.1.

     SECTION.  WINDING UP.   Upon dissolution, the Members shall proceed to wind
     -------
up  and  liquidate  the business and affairs of the Company, and the Company may
only carry on business that is appropriate to wind up and liquidate the business
and  affairs  of  the  Company,  including  the  following:  (a)  collecting the
Company's  assets;  (b)  disposing of properties that will not be distributed in
kind  to  Members;  (c)  discharging  or  making  provision  for  discharging
liabilities;  (d) distributing the remaining property among the Members; and (e)
doing  every  other  act  necessary  to  wind  up and liquidate the business and
affairs of the Company.  The Members shall follow the procedure for disposing of
known  claims set forth in Ind. Code   23-18-9-8 and shall publish notice of the
dissolution  of  the  Company  pursuant  to  Ind.  Code    23-18-9-9.

     SECTION.  DISTRIBUTION OF ASSETS.   Upon the winding up of the Company, the
     -------
assets  shall  be  distributed  as  follows:

          To  creditors,  including  Members  who  are  creditors  to the extent
permitted  by  law,  in  the order of priority as provided by law to satisfy the
liabilities  of  the  Company  whether  by  payment  or  by the establishment of
adequate  reserves,  excluding liabilities for distributions to Members pursuant
to  Article  VII;

          To  Members  to  repay  any  loans  to  the  Company or to satisfy any
liabilities  for  distributions pursuant to Article VII which remain unpaid; and

          To  Members  in accordance with the positive balances in their Capital
Accounts after giving effect to all contributions, distributions and allocations
for  all  periods.

                                     ARTICLE

                           INVESTMENT REPRESENTATIONS

     By  the  execution  of  this  Agreement  each  of the Members acknowledges,
agrees,  represents  and  warrants  that:

          The  Member  understands  that  investment  in  the  Member's Interest
(Units)  in  the Company involves a high degree of risk and is suitable only for
sophisticated  investors.  The Member further understands that Interests (Units)
are  being  offered  in reliance upon an exemption from registration provided by
the  federal  Securities  Act  of  1933,  as  amended,  and  an  exemption  from
registration  provided  by  applicable  state  securities  laws.

          The  Member  is  purchasing  the  Member's  Interest  (Units)  for the
Member's  own  investment  and  not  with  a  view to the distribution or resale
thereof  to  any  other  Person.

          The  Company  has  disclosed  to  the undersigned, in writing, and the
Member  acknowledges,  that  the  transferability  of  the  Interest  (Units) is
severely  limited  and  that  the undersigned must continue to bear the economic
risk  of  this  investment for an indefinite period as these securities have not
been  registered  under  the Securities Act of 1933 or any state securities laws
and  therefore cannot be offered or sold unless they are subsequently registered
under  such  acts  or  an  exemption  from  such  registration  is  available.

          The  Member  agrees  that  in  addition  to  other prohibitions of and
restrictions  on  transfer  under  this Agreement, the Member's Interest (Units)
will  not  be sold without registration under the Securities Act of 1933 and any
applicable  state  securities  law,  or  until  the  undersigned has obtained an
opinion  of  counsel  satisfactory  to the Company that such registration is not
required  in  connection  with  any  such  transaction.
          The  Member  agrees  that  any  certificates representing the Member's
Interest  (Units)  may  contain the following legend:  "The Units represented by
this  certificate  were  acquired  for investment only and not for resale.  They
have  not  been  registered  under  the  Securities  Act  of  1933  or any state
securities  law.    These  Units  may  not  be  sold,  transferred,  pledged, or
hypothecated,  except  in  accordance  with  the  Amended and Restated Operating
Agreement  of the Company and if first registered under such laws, or unless the
Company  has received an opinion of counsel satisfactory to it that registration
under  such  laws  is  not  required."    The  Company  may  issue stop transfer
instructions to its transfer agent (if any) or make a notation to such effect on
its  appropriate  records.

          The  Member's  principal  residence  is  at the address for the Member
noted  in  this  Agreement.

          The  Member  has and has had access to all material facts with respect
to  the  Interest  (Units)  by  reason of active involvement in the organization
and/or  management  of  the  Company.

          The  Member  understands  and  agrees  that the Member has no right to
require  the  Company  to  register  the Interest (Units) under Federal or state
securities  laws  at  any  time,  or  to  join  in  any  future  registration.

          The  Member agrees to hold the Company and its Members and controlling
persons  (as defined in the Securities Act of 1933, as amended), and any persons
affiliated  with  any  of them or with the distribution of the Interest (Units),
harmless  from  all  expenses,  liabilities,  and  damages (including reasonable
attorneys' fees) deriving from a disposition of the Interest (Units) in a manner
in  violation  of  the  Securities Act of 1933, as amended, or of any applicable
state  securities  law  or which may be suffered by reason of a breach of any of
the  covenants,  representation  and  warranties  contained  in this Article XI.

                                     ARTICLE

                                   AMENDMENTS

     SECTION.    PROPOSAL  OF  AMENDMENTS.   Amendments to the Articles and this
     -------
Agreement  may  be  proposed in writing by any Member.  Copies of any amendments
proposed  to be made pursuant to this Section 12.1 shall be sent to the Members.

     SECTION.  APPROVAL OF AMENDMENTS.   Any amendment to this Agreement must be
     -------
approved  in  writing  by  all  the  Members.

                                     ARTICLE

                                  MISCELLANEOUS

     SECTION.   COMPLETE AGREEMENT.   This Agreement and the Articles constitute
     -------
the complete and exclusive statement of agreement among the Members with respect
to  its  subject  matter.  This Agreement and the Articles replace and supersede
all  prior  agreements  by and among the Members or any of them.  This Agreement
and  the  Articles  supersede  all  prior  written  and  oral  statements and no
representation,  statement,  or  condition  or  warranty  not  contained in this
Agreement  or  the  Articles will be binding on the Members or have any force or
effect  whatsoever.

     SECTION.    GOVERNING  LAW.    This Agreement and the rights of the parties
     -------
under  this  Agreement  will  be  governed  by,  interpreted,  and  enforced  in
accordance  with  the  laws  of  the  State  of  Indiana.

     SECTION.    BINDING  EFFECT; CONFLICTS.   Subject to the provisions of this
     -------
Agreement  relating  to transferability, this Agreement will be binding upon and
inure  to  the  benefit  of  the  Members,  and  their  respective distributees,
successors  and assigns.  This Agreement is subject to, and governed by, the Act
and  the  Articles.  In the event of a direct conflict between the provisions of
this  Agreement and the mandatory provisions of the Act or the provisions of the
Articles, the provisions of the Act or the Articles, as the case may be, will be
controlling.

     SECTION.  HEADINGS; INTERPRETATION.   All headings herein are inserted only
     -------
for  convenience  and  ease  of  reference  and  are not to be considered in the
construction or interpretation of any provision of this Agreement.  The singular
shall  include  the  plural, and the masculine gender shall include the feminine
and  neuter,  and  vice  versa,  as  the  context  requires.

     SECTION.   SEVERABILITY.   If any provision of this Agreement is held to be
     -------
illegal,  invalid,  unreasonable,  or  unenforceable under the present or future
laws  effective  during the term of this Agreement, such provision will be fully
severable;  this  Agreement  will  be construed and enforced as if such illegal,
invalid,  unreasonable, or unenforceable provision had never comprised a part of
this  Agreement;  and  the remaining provisions of this Agreement will remain in
full  force  and  effect  and  will  not  be  affected  by the illegal, invalid,
unreasonable,  or  unenforceable  provision  or  by  its  severance  from  this
Agreement.    Furthermore,  in  lieu  of such illegal, invalid, unreasonable, or
unenforceable  provision,  there  will  be added automatically as a part of this
Agreement  a  provision  as  similar  in  terms  to  such  illegal,  invalid,
unreasonable, or unenforceable provision as may be possible and be legal, valid,
reasonable,  and  enforceable.

     SECTION.    MULTIPLE  COUNTERPARTS.      This  Agreement may be executed in
     -------
several  counterparts, each of which will be deemed an original but all of which
     -
will  constitute  one  and  the  same instrument.  However, in making proof with
respect  to  this Agreement it will be necessary to produce only one copy hereof
signed  by  the  party  to  be  charged.

     SECTION.    ADDITIONAL DOCUMENTS AND ACTS.   Each Member agrees to promptly
     -------
execute  and  deliver  to  the  Company such additional documents, statements of
interest  and holdings, designations, powers of attorney, and other instruments,
and  to  perform  such  additional  acts,  as  the  Company  may determine to be
necessary,  useful  or  appropriate to complete the organization of the Company,
effectuate,  carry  out and perform all of the terms, provisions, and conditions
of  this  Agreement  and the transactions contemplated by this Agreement, and to
comply  with  all  applicable  laws,  rules  and  regulations.

     SECTION.    NO  THIRD  PARTY  BENEFICIARY.    Except pursuant to the Pledge
     -------
Agreement,  this  Agreement  is  made  solely and specifically among and for the
benefit  of  the  Members and their respective successors and assigns subject to
the  express  provisions  of  this Agreement relating to successors and assigns.
This  Agreement is expressly not intended for the benefit of any creditor of the
Company  or  any  other third party.  No creditor or other third party will have
any  rights,  interest,  or  claims  under  the  Agreement or be entitled to any
benefits  under  or on account of this Agreement as a third party beneficiary or
otherwise.

     SECTION.    NOTICES.      Any  notice  to be given or to be served upon the
     -------
Company  or  any Member in connection with this Agreement must be in writing and
     -
will  be  deemed  to  have been given and received when delivered to the address
specified  by  the party to receive the notice.  Such notices will be given to a
Member at the address specified on Exhibit A.  Any Member or the Company may, at
any  time by giving five days' prior written notice to the other Members and the
Company, designate any other address in substitution of the foregoing address to
which  such  notice  will  be  given.

     SECTION.    TITLE TO COMPANY PROPERTY.   Legal title to all property of the
     -------
Company  will  be  held  and  conveyed  in  the  name  of  the  Company.

     SECTION.  RELIANCE ON AUTHORITY OF PERSON SIGNING AGREEMENT.   In the event
     -------
that  a  Member is not a natural person, neither the Company nor any Member will
(a)  be  required  to  determine  the  authority  of the individual signing this
Agreement  to  make any commitment or undertaking on behalf of such Person or to
determine  any  fact or circumstance bearing upon the existence of the authority
of such individual, or (b) be required to see to the application or distribution
of  proceeds paid or credited to individuals signing this Agreement on behalf of
such  Entity.

     SECTION.   NO REMEDIES EXCLUSIVE.   To the extent any remedies are provided
     -------
herein  for  a  breach of this Agreement, the Articles or the Act, such remedies
shall  not  be  exclusive of any other remedies the aggrieved party may have, at
law  or  in  equity.

     SECTION.    ADVICE  OF  COUNSEL.      Each  person  signing this Agreement:
     -------

          understands  that  this Agreement contains legally binding provisions,

          is advised, and has had the opportunity, to consult with that person's
own  attorney,  and

          has  either  consulted  with  the person's own attorney or consciously
decided  not  to  consult  with  the  person's  own  attorney.

     SECTION.  INCORPORATED SCHEDULE AND EXHIBITS.   The following Schedules and
     -------
Exhibits  are  attached to and/or have been identified as Schedules and Exhibits
to  this  Agreement  and  are  incorporated in this Agreement by reference as if
fully  set  forth  herein:

     Schedule  I  to  Operating  Agreement  (Schedule  of          Definitions)
Exhibit  A  to  Operating  Agreement.    Names and Addresses of Members; Capital
Contributions;  and  Units  of  Members


                     [REMAINDER OF PAGE INTENTIONALLY BLANK]


<PAGE>
     IN  WITNESS  WHEREOF,  the Members have executed this Agreement on the date
set  forth  opposite  their  signatures,  to be effective on the Effective Date.


                              CROSSMANN  COMMUNITIES,  INC.


Date:                                                By:                    Its:
TRINITY  HOMES,  INC.


Date:                                                By:                    Its:
PYRAMID  MORTGAGE  CO.,  INC.


Date:                                                By:                    Its:


<PAGE>

                                   SCHEDULE I
                                       TO
                               OPERATING AGREEMENT

                            (SCHEDULE OF DEFINITIONS)


     The  terms  used  in  this Agreement with their initial letters capitalized
shall  have, unless the context otherwise requires or unless otherwise expressly
provided in this Agreement, the meanings specified in this Schedule I.  Any term
used  but not defined in this Agreement shall have the meanings set forth in the
Act.    The  singular  shall  include the plural, and the masculine gender shall
include  the feminine and neuter, and vice versa, as the context requires.  When
used  in  this  Agreement, the following terms shall have the meanings set forth
below:

     "ACT"  means  the  Indiana  Business  Flexibility  Act,  as the same may be
amended  from  time  to  time.

     "ADDITIONAL  MEMBER"  means  any  individual or Entity admitted as a Member
pursuant  to  Section  3.9.

     "ADJUSTED  CAPITAL  ACCOUNT DEFICIT" means, with respect to any Member, the
deficit  balance,  if any, in such Member's Capital Account as of the end of the
relevant  fiscal  year,  after  giving  effect  to  the  following  adjustments:

     Credit  to  such Capital Account any amounts which such Member is obligated
to  restore  pursuant  to  any  provision  of  this Agreement or is deemed to be
obligated  to  restore  pursuant  to  the  penultimate  sentences  of  Treasury
Regulation  Sections  1.704-2(g)(1)  and  1.704-2(i)(5);  and

     Debit  to  such  Capital Account the items described in Treasury Regulation
Sections  1.704-1(b)(2)(ii)(d)(4),  1.704-1(b)(2)(ii)(d)(5)  and
1.704-1(b)(2)(ii)(d)(6).

The  foregoing  definition  of  Adjusted  Capital Account Deficit is intended to
comply  with  the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)
and  shall  be  applied  in  a  manner  consistent  with  such  intent.

     "AFFILIATE"  means  any  individual,  partnership,  corporation,  limited
liability company, trust, or other Entity directly or indirectly, through one or
more  intermediaries, controlling, controlled by, or under common control with a
Member.    The  term  "control,"  as used in the immediately preceding sentence,
means,  with  respect  to  a  corporation  the  right  to  exercise, directly or
indirectly,  more  than  50% of the voting rights attributable to the controlled
corporation,  and,  with  respect to any individual, partnership, trust or other
Entity,  the possession, directly or indirectly, of the power to direct or cause
the  direction  of  the  management  or  policies  thereof.

     "AGREEMENT"  means  this  Operating Agreement of the Company, as originally
executed  and  as  amended  from  time  to  time.

     "ASSIGNEE"  means  any  "assignee"  as  that  term  is  used  in  Ind. Code
23-18-6-3  and -4, and includes any transferee or recipient of a Transfer of any
Unit  or  Units,  or  any  portion  thereof.

     "AVAILABLE  CASH"  means all cash funds of the Company on hand from time to
time  (other  than  cash  funds  obtained as contributions to the capital of the
Company  by the Members and cash funds obtained from loans to the Company) after
payment  or  provision  for (i) all operating expenses of the Company as of such
time,  (ii)  all outstanding and unpaid current obligations of the Company as of
such  time,  and  (iii)  a  working  capital reserve.  All decisions made by the
Company,  its Board of Managers and its Members relating to the operation of the
Company's  business, the Company's obligations, establishment and maintenance of
a  working  capital  reserve and the resulting amount of Available Cash shall be
made  in good faith, with a view toward maximizing gross sales, gross profit and
pre-tax income, and in compliance with the Company's obligation under the Pledge
Agreement.  The Company, the Board of Managers and the Members shall arrange for
adequate  capital  and  cash flow for the reasonable and realistic operations of
the  Company, propose and set reasonable and realistic budgets and goals for the
Company,  and  shall  not  sell  or  permit to be sold any assets of the Company
except  in  the  ordinary  course of business.  In the event of any transactions
between  the  Company  and  any  of  the Members, or any owners or affiliates or
subsidiaries  thereof,  all  activities  will be undertaken in good faith and at
fair  and  competitive  pricing.

     "BANK"  means  NBD  Bank,  N.A.

     "BANKRUPTCY"  means, and a Member shall be deemed a "Bankrupt Member" upon,
(i)  the  entry of a decree or order for relief against the Member by a court of
competent  jurisdiction in any involuntary case brought against the Member under
any  bankruptcy,  insolvency  or other similar law (collectively, "Debtor Relief
Laws")  generally affecting the rights of creditors and relief of debtors now or
hereafter  in  effect, (ii) the appointment of a receiver, liquidator, assignee,
custodian,  trustee, sequestrator or other similar agent under applicable Debtor
Relief  Laws  for  the  Member  or  for  any  substantial  part of its assets or
property,  (iii)  the  ordering of the winding up or liquidation of the Member's
affairs,  (iv) the filing of a petition in any such involuntary bankruptcy case,
which  petition  remains  undismissed  for  a period of 180 days or which is not
dismissed  or  suspended  pursuant to Section 303 of the Federal Bankruptcy Code
(or  any  corresponding  provision of any future United States bankruptcy laws),
(v)  the  commencement  by  the  Member of a voluntary case under any applicable
Debtor Relief Laws now or hereafter in effect, (vi) the consent by the Member to
the  entry  of an order for relief in an involuntary case under any such laws or
to  the  appointment  of  or the taking of possession by a receiver, liquidator,
assignee,  trustee,  custodian,  sequestrator  or  other similar agent under any
applicable  Debtor Relief Laws for the Member or for any substantial part of its
assets  or  property,  or (vii) the making by a Member of any general assignment
for  the  benefit  of  its  creditors.

     "CAPITAL  ACCOUNT" means the individual accounts established and maintained
pursuant  to  Section  3.5(a)  and in the manner provided by Treasury Regulation
Section  1.704-1(b)(2)(iv),  as  amended  from  time  to  time.

     "CAPITAL CONTRIBUTION" means the total value of cash and agreed fair market
value  of  property  contributed  and agreed to be contributed to the Company by
each  Member,  as  shown  on  Exhibit A, as the same may be amended from time to
time.   Any reference in this Agreement to the Capital Contribution of a current
Member  shall include a Capital Contribution previously made by any prior Member
for  the  interest  of  such current Member, reduced by any distribution to such
prior  Member  in  return  of  "Capital  Contribution"  as  contemplated in this
Agreement.    Additional Capital Contributions may be made by a Member only with
the  consent  of  all  other  Members.

     "CODE" means the Internal Revenue Code of 1986, as amended.  All references
in  this  Agreement  to  sections  of  the  Code shall include any corresponding
provision  or  provisions  of  any  succeeding  law.

     "COLLATERAL  AGENT"  means  NBD  Bank, N.A., in its capacity as "Collateral
Agent"  under  the  Pledge  Agreement.

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

     "COMPANY  MINIMUM  GAIN"  has  the meaning set forth in Treasury Regulation
Sections  1.704-2(b)(2)  and  1.704-2(d)  with  respect  to "partnership minimum
gain,"  substituting  the  word  "member"  for  "partner"  and  "company"  for
"partnership"  wherever  they  appear.

     "ENTITY"  means  any association, corporation, general partnership, limited
partnership,  limited  liability  partnership,  limited liability company, joint
stock  association,  joint venture, firm, trust, business trust, cooperative, or
foreign  associations  of  like  structure.

     "EVENT  OF DISSOCIATION" means any of the events listed in Section 9.1 upon
which  a  Person  ceases  to  be  a  Member.

     "LENDERS"  means  NBD  Bank,  N.A.,  Eagle Investments I, LLC and Thomas D.
Rush,  each  in  his  or  its capacity as a "Lender" under the Pledge Agreement.

     "INTEREST"  means  the entire ownership interest of a Member in the Company
at  any  particular  time,  including  the  right  of such Member to any and all
benefits  to  which  a  Member may be entitled as provided in this Agreement and
under  the  Act, together with the obligations of such Member to comply with all
of  the  terms  and  provisions  of  this  Agreement.

     "MAJORITY  IN  INTEREST  OF  THE  MEMBERS"  means  the Member(s) who hold a
majority  of  the  outstanding  Units.    "Majority in Interest of the remaining
Members"  means  those  Members  holding  a  majority  of the outstanding Units,
excluding  the  Member  in  question  and  that Member's Units.  In this regard,
Unit(s)  or any portion thereof that are the subject of an effective Transfer to
an  Assignee  not a Substitute Member shall not be considered outstanding Units.

     "MANAGER"  OR  "MANAGERS" means the Persons elected as Managers pursuant to
Section  5.1.

     "MEMBER"  OR "MEMBERS" refers to the parties to this Agreement as indicated
on  Exhibit  A,  and  any  Additional  Members  or  Substitute  Members.

     "MEMBER  NONRECOURSE DEBT" has the meaning set forth in Treasury Regulation
Section  1.704-2(b)(4)  with respect to "partner nonrecourse debt," substituting
the  word  "member"  for "partner" and "company" for "partnership" wherever they
appear.

     "MEMBER  NONRECOURSE  DEBT  MINIMUM  GAIN" means an amount, with respect to
each  Member  Nonrecourse  Debt,  equal  to  the Company Minimum Gain that would
result  if such Member Nonrecourse Debt were treated as a Nonrecourse Liability,
determined  in  accordance  with  Treasury  Regulation  Section  1.704-2(i)(3).

     "MEMBER  NONRECOURSE  DEDUCTIONS"  has  the  meaning  set forth in Treasury
Regulation  Sections  1.704-2(i)(1)  and  1.704-2(i)(2) with respect to "partner
nonrecourse  deductions,"  substituting  the  word  "member"  for  "partner" and
"company"  for  "partnership"  wherever  they  appear.

     "NONRECOURSE  DEDUCTIONS"  has the meaning set forth in Treasury Regulation
Section  1.704-2(b)(1).

     "OPERATING  AGREEMENT"  means  this  Agreement.

     "PERCENTAGE  INTEREST" means the number of Units of a Member in relation to
the  total  number  of  outstanding  Units  of  all  Members.

     "PERSON"  means  an  individual  or  an  Entity.

     "PLEDGE  AGREEMENT"  means  that  certain  Pledge  Agreement, dated October
,  1997, by and among Trinity, Pyramid, the Remaining Shareholders, the Company,
Crossmann,  Lenders  and  the  Collateral  Agent.

     "PRINCIPAL  OFFICE"  means the address established pursuant to Section 2.2.

     "REMAINING SHAREHOLDERS" means Mark W. Thune, James D. McKenzie and John E.
McKenzie.

     "SUBSTITUTE  MEMBER"  means  any  individual or entity admitted as a Member
pursuant  to  Section  8.4.

     "SURVIVING  MEMBER"  shall  mean,  in  the event of a Transfer of the Units
(Interest)  of any Member, the remaining Member(s) of the Company, excluding the
Assignee.

     "TRANSFER"  means  any  "assignment"  as  that  term  is  used in Ind. Code
23-18-6-3 and -4, and includes any gift, sale, exchange, assignment, conveyance,
alienation or other transfer, whether voluntary or involuntary, and includes any
Transfer  to  a  receiver,  bankruptcy  trustee,  judgment creditor, lienholder,
holder  of  a  security interest, pledge or other encumbrance, and Transfer upon
judicial  order  or  other  legal process (such as a Transfer in connection with
divorce  proceedings).

     "UNIT"  refers  to  a  unit  of  measurement  of  a  Member's  Interest  as
established  in  Section  3.2.    Whenever  reference  is  made  to  "Percentage
Interest,"  a  Unit may be converted into the same by dividing a Member's number
of  Units by the total of all Units outstanding.  In this regard, Unit(s) or any
portion thereof that are the subject of an effective Transfer to an Assignee not
a  Substitute  Member  shall  not  be  considered  outstanding  Units.





















































                                    EXHIBIT A
                                    ---------
                             TO OPERATING AGREEMENT
                             ----------------------

                     NAMES AND ADDRESSES OF MEMBERS; CAPITAL
                       CONTRIBUTIONS; AND UNITS OF MEMBERS
                             (AS OF OCTOBER 1, 1997)
<TABLE>

<CAPTION>



<S>                                <C>                   <C>
                                                         Current
                                                         --------
                                   Capital               Number
                                   --------------------  --------
Member. . . . . . . . . . . . . .  Contribution          of Units
---------------------------------  --------------------  --------
Crossmann Communities, Inc. . . .  $        2.6 million       450
9202 North Meridian Street
Suite 300
Indianapolis, Indiana 46268
Trinity Homes, Inc. . . . . . . .  $        2.6 million       400
12734 Hamilton Crossing Boulevard  in assets
Carmel, Indiana 46032
Pyramid Mortgage Company, Inc.. .     100% of ownership        50
2734 Hamilton Crossing Boulevard.  interest in Pyramid
Carmel, Indiana 46032 . . . . . .  Mortgage, LLC
</TABLE>






EXHIBIT  21.1
-------------

AMENDED  SUBSIDIARIES  OF  THE  REGISTRANT
------------------------------------------

1.        Merit  Realty,  Inc.
2.        Crossmann  Communities  of  Ohio,  Inc.
3.        Deluxe  Homes  of  Lafayette,  Inc.
4.        Deluxe  Homes,  Inc.
5.        Trimark  Homes,  Inc.
6.        Trimark  Development,  Inc.
7.        Crossmann  Management,  Inc.
8.        Deluxe  Aviation,  Inc.
9.        Crossmann    Investment,  Inc.
10.    Crossmann  Mortgage  Corp.
11.    Cutter  Homes,  LTD.
12.    Crossmann  Communities  of  Tennessee,  LLC




EXHIBIT  23.1
-------------

INDEPENDENT  AUDITORS'  CONSENT

We  consent  to  the  incorporation  by reference in Registration Statement Nos.
33-94568,  333-2626,  333-4980  and  333-05147  on  Forms  S-8  and Registration
Statement  No.  333-35509 on Form S-3 each of Crossmann Communities, Inc. of our
report  dated  February 10, 1998, appearing in the Annual Report on Form 10-K of
Crossmann  Communities,  Inc.  for  the  year  ended  December  31,  1997.






DELOITTE  &  TOUCHE  LLP
Indianapolis,  Indiana
March  27,  1998