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 September 30, 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  October 31, 1996.



                                  1 of 17

     2

                        AVATAR HOLDINGS INC. AND SUBSIDIARIES

                                        INDEX
                                        -----


                                          
                                                                      PAGE
      PART I.    Financial Information                                ----

        Item 1.    Financial Statements (Unaudited):

          Consolidated Balance Sheets --
            September 30, 1996 and December 31, 1995...............     3

          Consolidated Statements of Operations --
           Nine months and three months ended
             September 30, 1996 and 1995...........................     4

          Consolidated Statements of Cash Flows --
           Nine months ended September 30, 1996 and 1995...........     5

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

        Item 2.  Management's Discussion and Analysis of
                 Financial Condition and Results of
                 Operations.......................................     12

      PART II.   Other Information

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

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

        Exhibit Index.............................................     16

                                  2

     3

 PART  I  --  FINANCIAL  INFORMATION
 -----------------------------------
 ITEM 1.  FINANCIAL  STATEMENTS

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



                                                    September 30,  December 31,
                                                        1996           1995
                                                    -------------  -------------

 Assets                                                                   
 ------
 Cash                                                      $6,954        $2,467
 Restricted cash                                              893         4,048
 Investments - trading                                      4,365        48,258
 Contracts, mortgage notes and other receivables, net      60,142        64,515
 Land and other inventories                               164,062       149,270
 Property, plant and equipment, net                       186,609       182,844
 Other assets                                              15,770        15,209
 Regulatory assets                                          3,763         4,021
                                                        ----------    ----------

                        Total Assets                     $442,558      $470,632
                                                        ==========    ==========

 Liabilities and Stockholders' Equity
 ------------------------------------
 Liabilities
 -----------
 Notes, mortgage notes and other debt:
   Real estate and corporate                              $82,510      $104,897
   Development and construction loans                      28,864        24,535
   Utilities                                               41,782        43,164
 Estimated development liability for sold land              7,880        13,033
 Accounts payable                                           7,777         9,306
 Accrued and other liabilities                             31,578        32,886
 Deferred customer betterment fees                         18,676        18,997
 Minority interest in consolidated subsidiaries             9,060         9,060
                                                        ----------    ----------

                        Total Liabilities                 228,127       255,878

 Commitments and contingent liabilities

 Contributions in aid of construction                      57,359        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                                (941)           399
                                                        ----------    ----------
                                                          219,045       220,385
 Treasury stock, at cost, 3,620,346 shares                 61,973        61,973
                                                        ----------    ----------
 Total Stockholders' Equity                               157,072       158,412
                                                        ----------    ----------
 Total Liabilities and Stockholders' Equity              $442,558      $470,632
                                                        ==========    ==========

        
  See notes to consolidated financial statements.


                                  3

     4
                       AVATAR HOLDINGS INC. AND SUBSIDIARIES
                       Consolidated Statements of Operations
      For the Nine Months and Three months Ended September 30, 1996 and 1995
                                    (Unaudited)
                    (Dollars in thousands except per share data)




                                    Nine Months             Three Months
                                 ------------------      ------------------
                                  1996        1995        1996        1995
                                 ------      ------      ------      ------
                                                         
Revenues
- --------
 Real estate sales               $68,197    $38,388      $24,054     $13,940
 Deferred gross profit             1,587       (901)       1,210        (357)
 Utility revenues                 24,245     22,630        7,810       7,115
 Interest income                   6,667      7,181        2,181       2,285
 Trading account profit, net       2,047      8,073          450       1,852
 Other                               763        471          293         161
                               ----------  ---------    ---------   ---------
        Total revenues           103,506     75,842       35,998      24,996

Expenses
- --------
 Real estate expenses             69,725     46,907       24,920      16,659
 Utility expenses                 19,022     18,187        6,202       5,946
 General and administrative
   expenses                        6,660      7,021        1,976       2,587
 Interest expense                  8,828      8,561        3,054       3,066
 Other                               611        610          203         202
                               ----------  ---------    ---------   ---------
        Total expenses           104,846     81,286       36,355      28,460
                               ----------  ---------    ---------   ---------

 Loss before income taxes         (1,340)    (5,444)        (357)     (3,464)

 Provision for income taxes            -          -            -           -
                               ----------  ---------    ----------  ----------
 Net loss                        ($1,340)   ($5,444)       ($357)    ($3,464)
                               ==========  =========    ==========  ==========
 Per share amounts:

 Net loss                          ($.15)     ($.60)       ($.04)      ($.38)
                               ==========  =========    ==========  ==========


 See notes to consolidated financial statements.

                                  4

     5
                            AVATAR HOLDINGS INC. AND SUBSIDIARIES
                            Consolidated Statements of Cash Flows
                                         (Unaudited)
                                    (Dollars in Thousands)



                                                     For the nine months ended
                                                           September 30,
                                                    ---------------------------
                                                         1996           1995
                                                      ---------       --------
                                                               
OPERATING ACTIVITIES
- --------------------
Net loss                                               ($1,340)       ($5,444)
Adjustments to reconcile net loss to 
  net cash provided by (used in) operating
    activities:
      Depreciation and amortization                       7,491         7,737
      Deferred gross profit                              (1,587)          901
      Cost of sales not requiring cash                    5,480         2,506
      Trading account profit, net                        (2,047)       (8,073)
      Changes in operating assets and liabilities:
         Restricted cash                                  3,155        (2,084)
         Investments - trading                           45,554         9,000
         Principal payments on contracts receivable      13,834        14,859
         Receivables                                     (7,832)       (9,258)
         Other receivables                                  (42)          217
         Inventories                                    (25,425)      (20,373)
         Other assets                                      (561)         (732)
         Accounts payable and accrued and other
            liabilities                                  (2,514)        3,227
                                                      ----------    ----------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      34,166        (7,517)

INVESTING ACTIVITIES
- --------------------
Investment in property, plant and equipment             (10,239)      (13,109)
                                                       ---------     ----------

NET CASH  USED IN  INVESTING ACTIVITIES                 (10,239)      (13,109)

FINANCING ACTIVITIES
- --------------------
Net proceeds from revolving lines of credit and
    long-term borrowings                                 63,537        38,103
Principal payments on revolving lines of credit and
    long-term borrowings                                (82,977)      (17,147)
                                                       ----------    ----------

NET CASH (USED IN) PROVIDED BY  FINANCING ACTIVITIES    (19,440)       20,956
                                                       ---------     ----------

INCREASE IN CASH                                          4,487           330

Cash at beginning of period                               2,467         4,560
                                                        --------      ---------

CASH AT END OF PERIOD                                    $6,954        $4,890
                                                        ========      =========


                                 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 nine months ended
                                                         September 30,
                                                  ---------------------------
      Cash paid during the period for:               1996             1995
                                                  ---------        ----------
                                                                     
        Interest (net of amount capitalized of
        $2,850 and $1,825 in 1996 and 1995,
        respectively)                                $5,056           $6,320
                                                  ==========       ==========

        Income taxes                                 $   -            $   -
                                                  ==========       ==========

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

                                                      1996             1995
                                                   ----------      ----------

     Contributions in aid of construction            $3,085           $1,688
                                                   ==========      ==========



    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 September 30, 1996 and
          December 31,  1995, and  the related  consolidated statements  of
          operations for  the  nine month  and  three month  periods  ended
          September 30, 1996  and 1995 and  the consolidated statements  of
          cash flows for the  nine month periods  ended September 30,  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 nine and three  months ended September 30, 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,  at September  30, 1996,  includes  utility
          deposits of  $70, as well as housing deposits of $813 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 September  30,  1996  and
          December 31, 1995  included 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, and money  market
          accounts.

               At December 31, 1995, the portfolio also included  corporate
          bonds, as well  as, 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):



                                       September 30,       December 31,
                                           1996                1995
                                       --------------      --------------
                                                           
    Corporate bonds                                $0             $21,985
    Non-rated bonds                                74               8,472
    Equity securities                              64               2,045
    Other rated bonds                           2,505               4,753
    Money market accounts                       1,722              11,519
    Less:
         Securities sold short                      0               (516)
                                             ---------           ---------
           Total market value                  $4,365             $48,258
                                             =========           =========
           Aggregate cost                      $2,674             $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:



                                               September 30,      December 31,
                                                    1996              1995
                                               --------------     ------------

                                                                
   Contracts and mortgage notes receivable          $78,680           $89,317
   Notes and other receivables                        7,507             7,268
                                                  ----------        ----------
                                                     86,187            96,585
   Less:
           Deferred gross profit                     23,463            27,589
           Allowance for doubtful accounts            1,416             1,003
           Market valuation reserve                     226               704
           Other                                        940             2,774
                                                  ----------        ----------
                                                     26,045            32,070
                                                  ----------        ----------
                                                    $60,142           $64,515
                                                  ==========        ==========


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

          Inventories consist of the following:



                                                September 30,    December 31,
                                                     1996             1995
                                                --------------   -------------
                                                               
  Land developed and in process of development      $102,082          $95,315
  Land held for future development or sale            34,883           34,790
  Dwelling units completed or under construction      26,324           18,044
  Other                                                  773            1,121
                                                  -----------       ----------
                                                    $164,062         $149,270
                                                  ===========       ==========








            Notes, Mortgage Notes and Other Debt
            ------------------------------------


                 The Company obtained various  credit lines during  1996
            in the amount  of $16,000, $10,000  and $20,000; the  amount
            used  during  1996  totaled   $23,895  (refer  to  item   2.
            Management Discussion and  Analysis -  Liquidity and Capital
            Resources section).



                 During  the  nine  months  ended  September  30, 1996 ,
            the   Company  repaid  $32,650  on  a credit line secured by
            substantially all of its investment portfolio. Additionally,
            the  Avatar  Homesite  Mortgage  Trust  Notes  were  repaid,
            totaling $8,606.

                                  9

     10

          Notes to Consolidated Financial Statements (Unaudited) -- continued

          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:


                                         September 30,         December 31,
                                              1996                 1995
                                        ---------------        --------------
                                                             
  9% Cumulative preferred stock                $9,000               $9,000
  Other                                            60                   60
                                             ---------            ---------
                                               $9,060               $9,060
                                             =========            =========


               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 nine  months
          ended September 30,  1996 and 1995,  which amounted  to $611  and
          $610  respectively, and for the three months ended September  30,
          1996 and 1995 which amounted  to $203 and $202 , 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 September  30,
          1996 and 1995 are as follows:




                                                          1996       1995
                                                       ---------   ---------
                                                              
  Deferred income tax assets
     Net operating loss carryforward                     $16,000     $14,000
     Tax over book basis of land inventory                24,000      21,000
     Unrecoverable land development costs                  3,000       4,000
     Tax over book basis of depreciable assets             7,000       5,000
     Alternative minimum tax and investment tax credit
        carryforward                                       4,000       5,000
     Other                                                 3,000       2,000
                                                        ---------  ----------
  Total deferred income taxes                             57,000      51,000

     Valuation allowance for deferred income tax assets  (42,000)    (40,000)
                                                        ----------  ----------
  Deferred income tax assets after valuation allowance    15,000      11,000

  Deferred income tax liabilities
     Book over tax income recognized on homesite
          and vacation ownership sales                    (6,000)     (3,000)
     Deferred carrying charges on utility plant           (2,000)     (3,000)
     Other                                                (7,000)     (5,000)
                                                        ----------  ----------
  Total deferred income tax liabilities                  (15,000)    (11,000)
                                                        ----------  ----------

  Net deferred income taxes                                   $0          $0
                                                        ==========  ==========



                               10

     11

          Notes to Consoldiated 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  nine months  ended September  30, 1996  and 1995  is  as
          follows:



                                                             Nine Months
                                                           1996       1995
                                                         --------  ---------
                                                                     
  Income tax (credit) computed at statutory rate            ($456)   ($1,851)
  Income tax effect of non-deductible dividends
       on preferred stock of subsidiary                       207        207
  State income tax (credit),  net of federal effect           (18)      (180)
  Other, net                                                  267       (176)
  Change in valuation allowance on deferred tax assets          -       2,000
                                                           -------    --------
  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  ("Florida  Cities"),  a
          utility subsidiary  of Avatar  Holdings Inc.  ("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,  alleging  that  Florida  Cities'  Waterway   Estates
          treatment plant,  located in  Lee County,   Florida  operated  in
          violation of the Federal Clean Water Act ("Act"), 33 U.S.C. S1251
          et seq.  On May  5 and June 26,  1996, the United States  amended
          its complaint to include allegations  against Florida Cities  for
          violations of  the  Act    at   two    other  Florida  wastewater
          treatment     plants,  Barefoot   Bay,  located   in      Brevard
          County,  and  Carrollwood, located  in Hillsborough  County.   In
          addition,  the  government   amended  the  complaint  to  include
          Avatar, the parent corporation, as a defendant.  A trial was held
          in March and April  1996.  On August  20, 1996, the Court  issued
          its final  judgment, incorporating  earlier rulings.   The  Court
          found Avatar not  liable on any  of the  government's claims  and
          entered judgment  in Avatar's  favor.   The Court  found  Florida
          Cities not  liable on  certain of  the government's  claims,  but
          liable on other claims, and awarded the government $310 in  civil
          penalties against  Florida  Cities.   On  October 18,  1996,  the
          government filed a notice of appeal to the U.S. Court of  Appeals
          for the Eleventh Circuit.  Avatar and Florida Cities believe that
          there are  strong  arguments to  support  the affirmance  of  the
          district court judgment on appeal.

                                  11

     12

          Notes to Consolidated Financial Statements (Unaudited) -- continued

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

               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 alleged  that
          Avatar  and  the  other  named  defendants  disposed  of  various
          substances at the  Edgerton Sand  and Gravel  Landfill site  (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  paid the  plaintiffs an aggregate of  $3,179
          in damages (of which Avatar's share is $548). An Order Dismissing
          Avatar and the other Settling Defendants from this litigation was
          entered   by  the Circuit  Court  of  Rock County in the State of 
          Wisconsin, on August 26, 1996.  On August 14, 1996,  the  Federal
          District Court for the Western  District of  Wisconsin,  approved
          a  consent decree between the  State  of Wisconsin, on behalf  of
          the Wisconsin Department of Natural  Resources, and  the Settling
          Defendants. The consent decree provides the  Settling  Defendants
          with  a  covenant  not  to  sue,  a  release,  and  contribution 
          protection for past  and future response costs in connection with
          the Site.


          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  nine  and  three  month  periods  ended
          September 30, 1996, resulted in a net loss of $1,340 and  $357 or
          $.15 and $.04 per share, respectively, compared to a net loss  of
          $5,444 and  $3,464 or  $.60 and $.38 per share, respectively, for
          the same periods of 1995.  The improvement in operations for  the
          nine months and three months   is primarily a result of  improved
          margins from  real estate  operations,  an increase  in  deferred
          gross profit recognition, and improved contributions from utility
          operations, partially  offset    by  lower  net  trading  account
          profits.

               Avatar's real estate revenues for the nine and three  months
          ended September 30, 1996, increased $29,809 or 77.7% and  $10,114
          or 72.6%,  respectively,  while real  estate  expenses  increased
          $22,818 or 48.6% and $8,261 or 49.6%, respectively, when compared
          to the same periods of 1995. The increase in real estate revenues
          for the nine month  and three month  periods ended September  30,
          1996 is  generally a  result of  increased housing  and  vacation
          ownership sales and  increased resort revenues.  The increase  in
          real estate expenses for the nine  and three month periods  ended
          September 30, 1996, when compared to the same periods of 1995, is
          essentially a result  of the  related costs  associated with  the
          increase in  real estate  sales volume.  For the  nine and  three
          month period  ended  September  30, 1996,  Avatar's  real  estate
          margins  increased  $6,991   or  82.1%  and   $1,853  or   68.2%,
          respectively, when compared to the same periods in 1995.

                                 12

     13


          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
          ---------------------

               Data from home-building operations  for the nine months  and
          three months ended September 30, 1996 and 1995 (including backlog
          data as of September 30, 1996 and 1995) is summarized as follows:



         
                                    Nine Months            Three Months
                                 1996         1995        1996       1995
                               ---------    --------   ---------   ---------
                                                       
 Units closed
 ------------
   Number of units                  192           87          82          32
   Aggregate dollar volume      $34,414       $7,403     $15,421      $2,723
   Average price per unit          $179          $85        $188         $85

 Units sold, net
 ---------------
   Number of units                  362          189         147          58
   Aggregate dollar volume      $47,755      $32,972     $19,205      $5,891
   Average price per unit          $132         $174        $131        $102

 Backlog                           September 30,
 -------  
                                  1996       1995
                               ---------  -----------
   Number of units                  322          161
   Aggregate dollar volume      $45,319      $30,619
   Average price per unit          $141         $190



               The average price per unit closed increased for the nine and
          three months ended September 30, 1996  when compared to the  same
          period in 1995, due  to closings at  the Company's Harbor  Island
          project in 1996. The decrease in the average price per unit  sold
          for the nine months ended September 30, 1996 when compared to the
          same period in 1995, 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 nine  months  ended
          September 30, 1995.

               Utility  revenues  for  the  nine  and  three  months  ended
          September 30, 1996, increased  $1,615 or 7.1%  and $695 or  9.8%,
          respectively, when  compared to  the same  periods of  1995.  The
          increase  in  utility  revenues  is  primarily  attributable   to
          increases due to rate  cases settled in the  latter part of  1995
          and customer  growth. Utility  expenses for  the nine  and  three
          months ended September 30, 1996, increased $835 or 4.6% and  $256
          or 4.3%, respectively, when compared to the same periods of 1995.
          The increase  in  utility  expenses  is  due  to  higher  utility
          operating costs.

               Interest  income  for  the  nine  and  three  months   ended
          September 30, 1996,  decreased  $514  or 7.2% and  $104 or  4.6%,
          respectively, when compared to  the same periods  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  $78,680 at September 30,  1996,
          compared to $92,549 at September 30, 1995.

                                  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
          ---------------------
          
               Trading account profit,  net for the  nine and three  months
          ended  September   30,  1996,   decreased  $6,026   and   $1,402,
          respectively, compared  to the  same  periods for  1995.  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 nine and  three
          months ended  September  30, 1996,  decreased  $361 or  5.1%  and
          decreased $611  or  23.6%,  respectively, compared  to  the  same
          periods of  1995. The  decrease for  the  nine months  and  three
          months ended  September 30,  1996 is  mainly  attributable  to  a
          decrease in the accrual for incentive compensation.

               Interest  expense  for  the  nine  and  three  months  ended
          September 30, 1996, increased $267 or  3.1% and decreased $12  or
          0.4%, respectively, compared  to the  same periods  of 1995.  The
          increase for the nine months  is principally attributable to  the
          increase in  construction  loans for  homebuilding  and  vacation
          ownership operations.


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

               Avatar's  primary   business   activities,  which   include
          homebuilding, vacation  ownership,   resort  operations,  utility
          services, land sales, and land development 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     $4,365  in  investments,   at
          September 30,  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
          nine months  ended  September  30,  1996,  the  Company's    cash
          requirements necessitated the sale of $45,554 from its  portfolio
          proceeds,  of   which,   $32,650   was   used  to reduce  related
          debt.  Substantially     all     of   the  investment   portfolio
          collateralizes a $10,000 line of credit which had an  outstanding
          balance at September 30, 1996, of  $3,350 and will mature  during
          the second quarter of 1997.

               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 was increased to $16,000   during the third quarter  of
          1996.   At  September 30,  1996,  this line  had  an  outstanding
          balance of $10,000.  In  September, the Avatar Homesite  Mortgage
          Trust Notes were repaid and  the contracts receivable, which  had
          secured the Mortgage Trust Notes, were substituted as  collateral
          for the Company's obligations under this credit line.

                                 14

     15

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

          Liquidity and Capital Resources -- continued
          -------------------------------

               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.  At
          September 30, 1996, the outstanding balance on this line  totaled
          $6,895.

               In August 1996, Avatar obtained a credit line in the  amount
          of $20,000.  This  line of credit matures  in August 1997 and  is
          collateralized  by  the  stock  of  Avatar  Utilities  Inc.    At
          September 30, 1996,  $7,000 on this line was  outstanding, and is
          classified as corporate debt on the balance sheet.

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

           Item 1.  Legal Proceedings

               The information,  which  is set  forth in  the   under  the
           caption "Contingencies" in the  Notes to Consolidated Financial
           Statements (Unaudited) in Item  1 of Part I  of this Report, 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 September 30, 1996.























         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:     November 13, 1996    By:   /s/ Lawrence L.  Colditz
             -----------------          -------------------------
                                        Lawrence L. Colditz
                                        Controller

   Date:     November 13, 1996    By:   /s/ Charles L. McNairy
             -----------------          ----------------------
                                        Charles L. McNairy
                                        Executive  Vice  President, 
                                        Treasurer and Chief Financial Officer

                                   15

     16

          Exhibit Index

      27        Financial Data Schedule (filed herewith).................  17

                               16