1


                     QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                      FORM 10-Q

                 __________________________________________________

                [X]  Quarterly report Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934
                    For the quarterly period ended March 31, 1996

                                         or

                  [  ]  Transition Report Pursuant to Section 13 or
                    15(d) of the Securities Exchange Act of 1934
                           For the transition period from
                               ________  to  ________

                      ________________________________________

                            Commission file number 0-7616

                  I.R.S. Employer Identification Number 23-1739078

                                Avatar Holdings Inc.

                              (a Delaware Corporation)
                                 255 Alhambra Circle
                             Coral Gables, Florida 33134
                                   (305) 442-7000

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

          Indicate the number of shares outstanding of each of the issuer's
          classes of  common   stock, as  of the  latest practicable  date:
          9,095,102 shares of the Company's common stock ($1.00 par  value)
          were outstanding as of April 30, 1996.




                                  1  of  18
     2


                        AVATAR HOLDINGS INC. AND SUBSIDIARIES

                                        INDEX
                                        -----


                                                                  PAGE
                                                                  ----
          PART I.    Financial Information                        
          ---------------------------------

            Item 1.    Financial Statements (Unaudited):

             Consolidated Balance Sheets --
               March 31, 1996 and December 31, 1995..............   3

             Consolidated Statements of Operations --
               Three months ended March 31, 1996 and 1995........   4

             Consolidated Statements of Cash Flows --
               Three months ended March 31, 1996 and 1995........   5

             Notes to Consolidated Financial Statements.........    7


            Item 2.  Management's Discussion and Analysis of
                     Financial Condition and Results of
                     Operations.................................    13


          PART II.   Other Information
          ----------------------------

            Item 1.    Legal Proceedings........................    15

            Item 6.    Exhibits and Reports on Form 8-K.........    15

            Exhibit Index.......................................    17


                                        2
   
     3

          PART  I  --  FINANCIAL  INFORMATION
          -----------------------------------

          ITEM 1.  FINANCIAL  STATEMENTS


                          AVATAR HOLDINGS INC. AND SUBSIDIARIES
                               Consolidated Balance Sheets
                                        Unaudited
                                 (Dollars in thousands)





                                                    March 31,    December 31,
                                                      1996           1995
                                                    ---------    ------------

                                                                      
     Assets
     ------
     Cash                                             $6,397          $2,467
     Restricted cash                                   2,407           4,048
     Investments - trading                            42,390          48,258
     Contracts, mortgage notes and
        other receivables, net                        63,188          64,515
     Land and other inventories                      162,455         149,270
     Property, plant and equipment, net              182,384         182,844
     Other assets                                     15,579          15,209
     Regulatory assets                                 4,050           4,021
                                                    --------        --------
                  Total Assets                      $478,850        $470,632
                                                    ========        ========  

     Liabilities and Stockholders' Equity
     ------------------------------------
      
     Liabilities
     -----------
     Notes, mortgage notes and other debt:
       Real estate and corporate                    $108,213        $104,897
       Development and construction loan              31,696          24,535
       Utilities                                      43,367          43,164
     Estimated development liability for sold land    11,706          13,033
     Accounts payable                                 10,614           9,306
     Accrued and other liabilities                    32,249          32,886
     Deferred customer betterment fees                18,922          18,997
     Minority interest in consolidated subsidiaries    9,062           9,060
                                                    --------       ---------  
                  Total Liabilities                  265,829         255,878

     Commitments and contingent liabilities

     Contributions in aid of construction             55,685          56,342

     Stockholders' Equity
     --------------------
     Common Stock, par value $1 per share
                  Authorized: 15,500,000 shares
                  Issued:  12,715,448 shares          12,715          12,715
     Additional paid-in capital                      207,271         207,271
     (Deficit) retained earnings                        (677)            399
                                                    --------        --------
                                                     219,309         220,385
     Treasury stock, at cost, 3,620,346 shares        61,973          61,973
                                                    --------        --------
     Total Stockholders' Equity                      157,336         158,412
                                                    --------        --------
     Total Liabilities and Stockholders' Equity     $478,850        $470,632
                                                   =========        ========


          See notes to consolidated financial statements.

                                     3

     4
                                    

                       AVATAR HOLDINGS INC. AND SUBSIDIARIES
                       Consolidated Statements of Operations
                For the Three Months Ended March 31, 1996 and 1995
                                    (Unaudited)
                    (Dollars in thousands except per share data)




                                                For the three months ended
                                                         March 31,
                                                ---------------------------

                                                   1996            1995
                                                 --------        --------
                                                               
      Revenues 
      --------
      Real estate sales                           $17,321         $13,367
      Deferred gross profit                          (312)           (437)
      Utility revenues                              8,201           7,795
      Interest income                               2,288           2,523
      Trading account profit, net                   1,001           2,884
      Other                                           400              89
                                                 ---------       ---------  
           Total revenues                          28,899          26,221

      Expenses
      --------
      Real estate expenses                         18,150          15,410
      Utility expenses                              6,141           6,077
      General and administrative expenses           2,553           2,170
      Interest expense                              2,926           2,746
      Other                                           205             204
                                                 ---------       ---------
           Total expenses                          29,975          26,607
                                                 ---------       ---------
               
      Loss before income taxes                     (1,076)           (386)

      Provision for income taxes                        -               -
                                                 ---------       ---------   

      Net loss                                    ($1,076)          ($386)
                                                 =========       =========    

      Per share amounts:

      Net loss                                      ($.12)          ($.04)
                                                 ==========      ==========


     See notes to consolidated financial statements.

                                        4


     5


                              AVATAR HOLDINGS INC. AND SUBSIDIARIES
                              Consolidated Statements of Cash Flows
                                           (Unaudited)
                                     (Dollars in Thousands)



                                                   For the three months ended
                                                             March 31,
                                                   --------------------------
                                                        1996          1995
                                                    ----------       --------
                                                                      
     OPERATING ACTIVITIES
     --------------------
     Net loss                                           ($1,076)       ($386)
       Adjustments to reconcile net loss to
         net cash (used in) provided by
           operating activities:   
           Depreciation and amortization                   2,455        2,508
           Deferred gross profit                             312          437
           Cost of sales not requiring cash                1,025          871
           Trading account profit, net                    (1,001)      (2,884)
           Changes in operating assets and liabilities:
             Restricted cash                               1,641        (181)
             Investments - trading                         7,100            -
             Principal payments on contracts receivable    4,347        5,303
             Receivables                                  (2,200)      (2,849)
             Other receivables                            (1,132)        (180)
             Inventories                                 (15,537)      (4,635)
             Other assets                                   (370)      (1,194)
             Accounts payable and accrued and other
               liabilities                                   336        4,347
                                                          -------     --------
     NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES  (4,100)       1,157

     INVESTING ACTIVITIES
     -------------------- 
     Investment in property, plant and equipment          (2,652)      (3,125)
                                                          --------     -------
     NET CASH USED IN INVESTING ACTIVITIES                (2,652)      (3,125)

     FINANCING ACTIVITIES
     --------------------
     Net proceeds from revolving lines of credit and
         long-term borrowings                              22,569       5,968
     Principal payments on revolving lines of credit and
         long-term borrowings                             (11,887)     (4,666)
                                                          --------     -------
     NET CASH PROVIDED BY FINANCING ACTIVITIES             10,682       1,302
                                                          --------     -------
     INCREASE (DECREASE)  IN CASH                           3,930        (666)
     Cash at beginning of period                            2,467       4,765
                                                          --------    --------
     CASH AT END OF PERIOD                                 $6,397      $4,099
                                                          ========    ========


                                        5


     6

                        AVATAR HOLDINGS INC. AND SUBSIDIARIES
                 Consolidated Statements of Cash Flows -- continued
                                     (Unaudited)
                               (Dollars in thousands)


          SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
          --------------------------------------------------



                                                   For the three months ended
                                                           March 31,
                                                   ---------------------------

        Cash paid during the period for:              1996             1995
                                                    --------         --------
                                                                
          Interest (net of amount capitalized of
            $1,019 and  $616 in 1996 and 1995,
            respectively)                              $791           $1,154
                                                    ========         ========
          Income taxes                                    -                -
                                                    ========         ========



          SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES
          ------------------------------------------------------
 
                                                       1996           1995
                                                     --------        -------

         Contributions in aid of construction           $101           $472
                                                     ========        =======




          See notes to consolidated financial statements.


                                        6
 

     7
                        AVATAR HOLDINGS INC. AND SUBSIDIARIES
               Notes to Consolidated Financial Statements (Unaudited)
                               (Dollars in thousands)


          Basis of Statement Presentation and Summary of Significant
          ----------------------------------------------------------
          Accounting Policies
          -------------------

               The consolidated balance  sheets as  of March  31, 1996  and
          December 31,  1995, and  the related  consolidated statements  of
          operations and cash flows for the three month period ended  March
          31, 1996 and 1995 have been prepared in accordance with generally
          accepted accounting principles for interim financial information,
          the instructions to Form 10-Q and  Article 10 of Regulation  S-X.
          Accordingly, they  do  not include  all  of the  information  and
          footnotes required  by generally  accepted accounting  principles
          for complete financial statement presentation. In the opinion  of
          management, all adjustments necessary for a fair presentation  of
          such financial statements  have been  included. Such  adjustments
          consisted only of normal recurring items. Interim results are not
          necessarily indicative of results for a full year.

               For a complete description of the Company's other accounting
          policies, refer to Avatar Holdings  Inc.'s 1995 Annual Report  on
          Form 10-K  and  the  notes  to  Avatar's  consolidated  financial
          statements included therein.

          Reclassifications
          -----------------
  
                Certain amounts presented for 1995 have been reclassified in
          the financial statements for comparative purposes.

          Net Loss Per Common Share
          -------------------------

               For the three months ended March 31, 1996 and 1995, net loss
          per common share is computed on the basis of the weighted average
          number of shares outstanding of 9,095,102.

          Restricted Cash
          ---------------
 
               Restricted cash  includes  collections of monthly  payments,
          totaling $851  at  March  31, 1996,  on  pledged  mortgage  notes
          receivable. These  collections  will  be applied  to  reduce  the
          related mortgage trust notes.  Also included in restricted  cash,
          at March  31, 1996,  are utility  deposits of   $97,  as well  as
          housing deposits of $1,459 which have been placed in escrow.  The
          housing  deposits will become available  to the Company when  the
          housing  contracts close.

          Impact of Recently Issued Accounting Standards:
          -----------------------------------------------

               In  March  1995,   the  FASB  issued   Statement  No.   121,
          "Accounting for  the  Impairment  of Long-Lived  Assets  and  for
          Long-Lived Assets to be  Disposed Of," which requires  impairment
          losses to  be  recorded   on    long-lived   assets    used    in
          operations when  indicators of  impairment  are present  and  the
          undiscounted cash flows estimated to be generated by those assets
          are less than the assets' carrying amount. Statement No. 121 also
          addresses the accounting for long-lived assets that are  expected
          to be disposed of. The Company adopted  Statement No. 121 in  the
          first quarter of 1996, and there has been no  material impact  on
          the Company's operations or financial position.

                                       7

     8

          Notes  to  Consolidated   Financial  Statements  (Unaudited)   --
          continued

          Use of Estimates:
          -----------------

               The preparation of   the financial statements in  conformity
          with generally accepted accounting principles requires management
          to  make  estimates  and  assumptions  that  affect  the  amounts
          reported in  the  financial statements  and  accompanying  notes.
          Accordingly, actual results could differ from those reported.

          Investments - trading
          ---------------------

               The Company classifies  all of its  investment portfolio  as
          trading.    This  category  is  defined  as  including  debt  and
          marketable equity securities held  for resale in anticipation  of
          earning profits  from  short-term  movements  in  market  prices.
          Trading account securities are carried at fair market value,  and
          both realized and unrealized gains and losses are included in net
          trading account  profit. Fair  values  for actively  traded  debt
          securities and  equity  securities  are based  on  quoted  market
          prices  on  national  markets.  Fair  values  for  thinly  traded
          investment securities  are generally  based on  prices quoted  by
          investment brokerage companies .

               Avatar's investment portfolio at March 31, 1996 and December
          31, 1995 included  corporate bonds and  other bonds  rated B-  or
          above by Moody's and/or Standard  and Poor's, non-rated bonds  of
          companies which  are  in  bankruptcy and  have  defaulted  as  to
          payments  of  principal  and  interest  on  such  bonds,   equity
          securities, money market accounts and U.S. Government and  Agency
          securities. The non-rated bonds are thinly traded and may require
          60  to  90  days  to  liquidate.  The  portfolio  also   includes
          obligations for securities which have been sold that the  Company
          does not own and will, therefore,  be obligated to purchase at  a
          future date.  Such obligations  have been  recorded at  the  fair
          market value of the securities and  contain an element of  market
          risk in that,  if the securities  increase in value,  it will  be
          necessary to purchase the securities at  a cost in excess of  the
          price at which they were sold previously.

               The  following  table   sets  forth  the   fair  values   of
          investments (including securities sold short which are valued  at
          the cost to purchase):



                                          March 31,           December 31,
                                             1996                 1995
                                          ---------           ------------
                                                           
      Corporate bonds                       $21,237              $21,985
      Non-rated bonds                            50                8,472
      Equity securities                          94                2,045
      Other rated bonds                       9,373                4,753
      Money market accounts                  11,842               11,519
      Less:
        Securities sold short                  (206)                (516)
                                           ---------            ---------

           Total market value               $42,390              $48,258
                                           =========            =========

           Aggregate cost                   $40,984              $44,116
                                           =========            =========


                                            8


     9
          Notes  to  Consolidated   Financial  Statements  (Unaudited)   --
          continued


          Contracts, Mortgage Notes and Other Receivables
          -----------------------------------------------

          Contracts, mortgage notes, and  other receivables are  summarized
          as follows:


                                                 March 31,       December 31,
                                                   1996              1995
                                                -----------      ------------
                                                               
    Contracts and mortgage notes receivable       $86,052            $89,317
    Notes and other receivables                     8,419              7,268
                                                -----------      ------------
                                                   94,471             96,585
                                                -----------      ------------
    Less:
            Deferred gross profit                  26,942             27,589
            Allowance for doubtful accounts         1,092              1,003
            Market valuation reserve                  437                704
            Other                                   2,812              2,774
                                                ----------       ------------ 
                                                   31,283             32,070
                                                ----------       ------------
                                                  $63,188            $64,515
                                                ==========       ============


          Land and Other Inventories
          --------------------------

          Inventories consist of the following:



                                                     March 31,    December 31,
                                                        1996           1995
                                                     ----------    -----------
                                                                
     Land developed and in process of development      $99,998        $95,315
     Land held for future development or sale           34,843         34,790
     Dwelling units completed or under construction     26,733         18,044
     Other                                                 881          1,121
                                                     ----------     ----------
                                                      $162,455       $149,270
                                                     ==========     ==========


          Minority Interest in Consolidated Subsidiaries
          ----------------------------------------------
  
               Minority   interest   in   consolidated   subsidiaries   is
          represented by preferred stock of Avatar Utilities' subsidiaries.
          Total preferred stock outstanding is as follows:



                                             March 31,          December 31,
                                               1996                 1995
                                            ----------          ------------
                                                              
     9% Cumulative preferred stock             $9,000                $9,000
     Other                                         62                    60
                                            ----------          ------------
                                               $9,062                $9,060
                                            ==========          ============

                                     9

     10


          Notes  to  Consolidated   Financial  Statements  (Unaudited)   --
          continued

          Minority Interest in Consolidated Subsidiaries - continued
          ----------------------------------------------
  
               Avatar's utility subsidiary's 9% cumulative preferred  stock
          issue provides for redemption  no earlier than March 1, 1997,  in
          whole or in part;  however,  a minimum of $1,800 per annum of the
          preferred stock must be redeemed beginning in 1997. A  redemption
          of all outstanding shares must occur no later than March 1, 2001.

               Charges to operations recorded as "Other Expenses" relate to
          preferred stock dividends  of subsidiaries for  the three  months
          ended March 31, 1996  and 1995, which amount  to $205 and $204  ,
          respectively.

          Income Taxes
          ------------

               Deferred  income  taxes  reflect  the  net  tax  effect   of
          temporary differences between the carrying amounts of assets  and
          liabilities for financial reporting purposes and the amounts used
          for income tax purposes. Significant components of the  Company's
          deferred income tax assets and liabilities  as of March 31,  1996
          and 1995 are as follows:



                                                            1996        1995
                                                         ---------    --------
                                                               
     Deferred income tax assets
       Net operating loss carryforward                     $17,000    $10,000
       Tax over book basis of land inventory                23,000     22,000
       Unrecoverable land development costs                  3,000      5,000
       Tax over book basis of depreciable assets             7,000      6,000
       Alternative minimum tax and investment tax credit   
         carryforward                                        5,000      5,000
       Other                                                 2,000      3,000
                                                          ---------   --------
     Total deferred income taxes                            57,000     51,000

       Valuation allowance for deferred income tax assets  (42,000)   (38,000)
                                                          ---------   --------
     Deferred income tax assets after valuation allowance   15,000     13,000

     Deferred income tax liabilities
       Book over tax income recognized on homesite
            and vacation ownership sales                    (5,000)    (4,000)
       Deferred carrying charges on utility plant           (3,000)    (3,000)
       Other                                                (7,000)    (6,000)
                                                          ---------   --------
     Total deferred income tax liabilities                 (15,000)   (13,000)
                                                          ---------   --------
     Net deferred income taxes                                   $0        $0
                                                          =========   ========


                                     10
          
     11

          Notes  to  Consolidated   Financial  Statements  (Unaudited)   --
          continued

          Income Taxes -- continued
          ------------
 
               A reconciliation  of  income  tax expense  to  the  expected
          income tax expense (credit) at the federal statutory rate of  34%
          for the three months ended March 31, 1996 and 1995 is as follows:




                                                         For the Three Months
                                                            ended March 31,
                                                         --------------------
                                                           1996         1995
                                                         --------    --------
                                                                 
     Income tax (credit) computed at statutory rate        ($366)      ($131)
     Income tax effect of non-deductible dividends
          on preferred stock of subsidiary                    70          69
     State income tax (credit),  net of federal effect       (30)          0
     Other, net                                              326          62
                                                         --------    --------
     Provision for income taxes                               $0          $0
                                                         ========    ========


          Contingencies
          -------------

               Avatar is  involved in  various pending  litigation  matters
          primarily arising in the normal course of its business.  Although
          the  outcome  of  these  and  the  following  matters  cannot  be
          determined, management  believes  that the  resolution  of  these
          matters will not have a material  effect on Avatar's business  or
          financial position.

               On October 1, 1993,   the United States,   on behalf of  the
          U.S. Environmental  Protection  Agency,   filed  a  civil  action
          against Florida  Cities Water  Company, a  utility subsidiary  of
          Avatar, in the  U.S. District Court  for the  Middle District  of
          Florida.  (United States v. Florida Cities Water Company,   Civil
          Action No. 93-281-CIV-FTM-21(D)).  The complaint alleges that the
          Waterway Estates  wastewater  treatment  plant,  located  in  Lee
          County,   Florida, operated  in violation  of the  Federal  Clean
          Water Act, 33  U.S.C. S1251 et  seq at various  times during  the
          period from  October 1, 1988 through July 14, 1992.  The  Federal
          Clean Water Act provides for maximum  civil penalties of $25  per
          day for each violation.  On May  5 and June 26, 1995, the  United
          States amended  the complaint  to  include allegations    against
          Florida Cities Water Company for violations of the Federal  Clean
          Water Act   at  two   other   wastewater    treatment     plants,
          Barefoot  Bay, located  in    Brevard   County,  and  Carrolwood,
          located in Hillsborough County,  Florida.  The amended  complaint
          alleges that the three wastewater treatment plants were  operated
          for various periods  of time without  a federal discharge  permit
          and that,  subsequently, certain  pollutants were  discharged  in
          excess of applicable  federal permit limitations.   In  addition,
          the government amended the  complaint to include Avatar  Holdings
          Inc., the  ultimate parent  corporation, as  a defendant.   As  a
          result of the  Court's disposition  of two  previous motions  for
          partial summary    judgment,  the Government's  claims  that  the
          Brevard County  and Hillsborough  County plants  made  discharges
          without operating permits have been rejected, but the Court found
          that the Waterway Estates plant did discharge from an unpermitted
          location and  made discharges  without an  operating permit.  The
          Court also found each plant made discharges in excess  of  permit
          limitations  at  various  times  during    the  period   alleged.
          The  Court  found,

                                            11

     12

          Notes  to  Consolidated   Financial  Statements  (Unaudited)   --
          continued

          Contingencies -- continued
          -------------

          however, that the  parent corporation  had no  liability for  the
          claims of unpermitted discharges at any of the three plants;  the
          Court has not ruled on the parent corporation's liability for any
          remaining claims. Accordingly, the principal  issues remaining in
          the case relate  to calculations of  penalties, if  any, due  for
          discharges from the plants which were allegedly not in accordance
          with the applicable  permits and administrative  orders, and  for
          the discharges made without an  operating permit at the  Waterway
          Estates  plant  and  whether  the  parent  corporation  has   any
          liability for the remaining claims.  The trial was held in  March
          and April, 1996 and  the filing of trial briefs is expected to be
          in June 1996. Based upon  the information currently available  to
          it, Avatar  believes that it  has strong defenses to the  amended
          complaint and  intends  to  continuue to  pursue  these  defenses
          vigorously.

               On March  1,  1994,  the  Wisconsin  Department  of  Natural
          Resources  (the  "Department")     notified  Avatar    that   the
          Department had  recently  issued  a  second  Record  of  Decision
          ("ROD") in connection  with the Edgerton  Sand & Gravel  Landfill
          site (the "Site").   The  ROD calls  for the  City of  Edgerton's
          public water  supply  system to  be  extended to  the  owners  of
          private wells in the vicinity of  the Site.  The ROD also  states
          that other work related to  soil and groundwater remedial  action
          would be required at the Site.  The Department demanded that  all
          potentially responsible parties ("PRPs") associated with the Site
          organize into a  PRP  group   to  undertake  the   implementation
          of  the  ROD.  Avatar responded in writing to the Department.  No
          further action has been  taken since   by the Department  against
          Avatar in connection with the ROD.

               On November 1, 1994, certain  private parties filed a  civil
          action against Avatar and twenty other defendants, in Rock County
          Circuit Court   Wisconsin. (Alderman, et  al v. DT  Inc., et  al,
          Civil Action Case  No. 94 CV  675).  The  plaintiffs allege  that
          Avatar  and  the  other  named  defendants  disposed  of  various
          substances at  the Site,  thereby  causing contamination  of  the
          groundwater source used by the plaintiffs.  On March 8, 1996, the
          plaintiffs entered into a settlement agreement with seventeen  of
          the   named   defendants,   including   Avatar   (the   "Settling
          Defendants"). The Settling  Defendants   have agreed  to pay  the
          plaintiffs an aggregate of $3,179  in damages (of which  Avatar's
          share is $548). Under the terms  of the settlement, the  Settling
          Defendants receive: a release  and covenant not  to sue from  the
          plaintiffs; a  release, covenant  not   to sue  and  contribution
          protection from the Department  in connection with operating  and
          maintenance costs at the Site; and releases and covenants not  to
          sue from  those Settling  Defendants  who have  incurred  cleanup
          costs at the Site. The settlement, however, will not be effective
          if the  costs  of constructing  and  operating the  public  water
          supply system  exceeds $3,020   or  the Wisconsin  Department  of
          Development fails to award the city  of Edgerton a $750 grant  in
          connection with the design and  construction of the public  water
          supply system. The grant was awarded to the city of Edgerton. The
          Settling Defendants  are negotiating  the  terms of  the  Consent
          Decree with the Department and  the State Department of  Justice.
          If the settlement does not become effective, Avatar has available
          to  it  a  number  of  factual  and  legal  defenses,  which   if
          successful, would  eliminate  or  substantially  reduce  Avatar's
          potential liability.

                                     12

     13

          Item  2.  Management's  Discussion  and  Analysis  of   Financial
                    Condition and Results of Operations (dollars in thousands
                    except per share data)

          RESULTS OF OPERATIONS
          ---------------------
  
               Operations for the three month period ended March 31,  1996,
          resulted in a net loss of $1,076   or $.12  per share,   compared
          to a net loss of $386 or $.04   per share for the same period  of
          1995.  The decrease in operating results for the three months was
          primarily attributable to a decrease in  trading account  profits
          partially offset by an increase in real estate operating  results
          and utility operating results.

               Avatar's real  estate revenues  for the  three months  ended
          March 31,  1996, increased  $3,954 or  29.6%, while  real  estate
          expenses increased $2,740  or 17.8%,  when compared  to the  same
          period of  1995. The  increase in  real estate  revenues for  the
          three month period ended March 31, 1996 is generally a result  of
          increased housing, vacation  ownership, and  resort revenues,  as
          well as,  a  bulk land sale. The increase in real estate expenses
          for the three month period ended March 31, 1996, when compared to
          the same period  of 1995, is  essentially a  result of  increased
          real estate sales volume  and increased selling expenses  related
          to new projects within  home-building operations.

               Data from  home-building  operations for  the  three  months
          ended March 31, 1996 and 1995 is summarized as follows :



                                                     Three Months
                                                 1996              1995
                                              -----------      -----------
                                                              
      Units closed
      ------------
        Number of units                               44                25
        Aggregate dollar volume                   $3,825            $2,008
        Average price per unit                       $87               $80

      Units sold, net
      ---------------
        Number of units                              142                79
        Aggregate dollar volume                  $17,819           $19,521
        Average price per unit                      $125              $247

      Backlog                                           March 31,
      -------                                     1996             1995
                                                ---------       ----------
        Number of units                              250               113
        Aggregate dollar volume                  $45,972           $22,563
        Average price per unit                      $184              $200



               The decrease in the average price per unit sold  is a result
          of sales reservations written during  the fourth quarter of  1994
          at the Company's  Harbor Island project  converting to  contracts
          during the three months ended March 31, 1995.

               Utility revenues for the three months ended March 31,  1996,
          increased $406 or 5.2% when compared to the same period of  1995.
          The increase in  utility revenues is  primarily attributable   to
          the   implementation    of   rate    increases    as   well    as
          customer  growth.  Utility

                                     13


     14

          Item 2.   Management's   Discussion  and  Analysis  of   Financial
                    Condition and Results of Operations (dollars in thousands
                    except per share data) -- continued

          RESULTS OF OPERATIONS -- continued
          ---------------------

          expenses for the three months ended March 31, 1996, increased $64
          or 1.1%, when compared to the  same period of 1995. The  increase
          in utility expenses is due to higher utility operating costs.

               Interest income for the three  months ended March 31,  1996,
          decreased  $235  or 9.3%  when compared  to the  same period  for
          1995.  The  decline in interest  income is due  to lower  average
          aggregate amounts  outstanding  in  the  Company's  contract  and
          mortgage  notes  receivable  portfolio.  Avatar's  contracts  and
          mortgage notes receivable portfolio amounted to $86,052 at  March
          31, 1996, compared to $97,390 at March 31, 1995.

               Trading account profit, net for the three months ended March
          31, 1996, decreased $1,883 or 65.3%  compared to the same  period
          for 1995. The  lower  average  amount invested  in the  Company's
          investment  portfolio  contributed  to  the  decline  in  trading
          account profit. Trading account profit represents interest income
          and realized  and  unrealized gains  and  losses related  to  the
          trading investment  portfolio,  net  of  commissions  payable  to
          brokers.

               General and  administrative expenses  for the  three  months
          ended March 31, 1996,  increased $383 or 17.6%   compared to  the
          same period  of 1995.  The increase  for the  three months  ended
          March 31,  1996 is  mainly attributable  to  an increase  in  the
          accrual for incentive compensation.

               Interest expense for the three months ended March 31,  1996,
          increased $180 or 6.6% compared to  the same period of 1995.  The
          increase for the three months is primarily due to the increase in
          the outstanding balance of notes,  mortgage notes and other  debt
          which was  partially offset  by the  capitalization of  interest,
          which was greater for the first three months of 1996 compared  to
          the same period in 1995.

          LIQUIDITY AND CAPITAL RESOURCES
          -------------------------------

               Avatar's primary business activities, which include housing,
          vacation ownership, retail land  sales, land development,  resort
          operations and utility services, are capital intensive in nature.
          Avatar expects  to  have  available a  combination  of  cash  and
          investment securities on hand, operating cash flows and  external
          borrowings,  which  management  believes is adequate to fund  its
          operations and capital requirements.

               Avatar had approximately   $42,390 in investments, at  March
          31, 1996, which were classified as trading.  The Company  intends
          to continue to  actively trade such  securities in  an effort  to
          generate profits and will reinvest  such profits until such  time
          as the Company's cash requirements necessitate the use or partial
          use of the  portfolio proceeds.   During the  three months  ended
          March 31, 1996, the Company's  cash requirements necessitated the
          sale  of $7,100  of its portfolio investments.  A portion of  the
          investment portfolio  collateralizes  a $36,000  line  of  credit
          which had an outstanding  balance at March  31, 1996, of  $36,000
          and will mature during the second quarter of 1997.

                                     14

     15

          Item 2.   Management's   Discussion   and   Analysis  of  Financial
                    Condition and Results of Operations (dollars in thousands
                    except per share data) -- continued

          LIQUIDITY AND CAPITAL RESOURCES - continued
          -------------------------------

               In March 1996,  the Company obtained  a credit  line in  the
          initial amount  of $10,000,  which matures  May 31,  1997 and  is
          collateralized by  the stock  of   Avatar Mortgage  Funding  Inc.
          This line  will be  increased to  $16,000 upon  repayment of  the
          Avatar Homesite  Mortgage Trust  Notes, which  Avatar expects  to
          occur during the third quarter of 1996.  At March 31, 1996,  this
          line had an outstanding balance of $8,000.  Upon repayment of the
          Avatar Homesite Mortgage Trust  Notes, the contracts  receivable,
          which had secured the Mortgage Trust Notes,  will be  substituted
          as collateral  for the  Company's  obligations under  the  credit
          line.

               On April 17, 1996,  the Company obtained an additional  line
          of credit for   $10,000. This  credit facility  matures in  April
          2001 and is collateralized by certain contracts receivable.

               Maturities of debt  for 1996  include approximately  $7,894,
          related to one of the Company's bank credit lines, which  matures
          in May   1996.   Avatar  is currently  negotiating to  extend  or
          refinance this credit line; however,  there is no assurance  that
          Avatar will  be  able  to  obtain  a  satisfactory  extension  or
          refinancing of this credit line.


          PART II -- OTHER INFORMATION
          ----------------------------

           Item 1.  Legal Proceedings

               The information, which is set forth in the second and  final
           paragraph under  the caption  "Contingencies" in  the  Notes to
           Consolidated Financial Statements (Unaudited) in Item 1 of Part
           I of  this Report,  relating to  the  October 1,  1993  and the
           November 1, 1994 civil actions against Avatar, respectively, is
           incorporated herein by reference.

           Item 6.  Exhibits and Reports on Form 8-K

           Exhibits

               27   Financial Data Schedule (filed herewith)
                                         
           Reports on Form 8-K

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


                                        15
 
     16

          SIGNATURES
          ----------

               Pursuant to the requirements 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.

                                     AVATAR HOLDINGS INC.

     Date:      May 15, 1996         By:      /s/ Lawrence L.  Colditz
                ------------                  ------------------------
                                              Lawrence L. Colditz
                                              Controller

     Date:      May 15, 1996         By:      /s/ Charles L. McNairy
                ------------                  ------------------------
                                              Charles L. McNairy
                                              Executive Vice President,
                                              Treasurer and Chief Financial
                                              Officer




                                         16

     17



          Exhibit Index

       27      Financial Data Schedule (filed herewith)..............    18



                                        17