Exhibit 10d

HOVNANIAN DEFERRED SHARE POLICY
FOR SENIOR EXECUTIVES

       THIS POLICY, dated as of       , relates to one or more Deferred
Share Awards which may be granted by Hovnanian Enterprises, Inc., a
Delaware corporation (the "Company") to         (the "Grantee").

       The Company may grant the Grantee from time to time during one or
more November 1st through October 31st fiscal years incentive profit
sharing awards ("Incentives") pursuant to the Company's Incentive Profit
Sharing Program applicable to the Grantee.  The Grantee will receive in
cash such percentage of each Incentive as is specified under the Incentive
Profit Sharing Program?.  The remainder of each Incentive will be deferred
(all such deferred awards made on behalf of the Grantee for service
performed in a given fiscal year referred to herein as a "Deferred Share
Award"), and, when vested, will be paid in the form of shares of Class A
or Class B Common Stock of the Company ("Common Stock").

       The number of shares of Class A or Class B Common Stock to be paid
under a Deferred Share Award will be determined by dividing the dollar
amount of the Deferred Share Award by the lesser of (i) the closing price
of a share of Class A or Class B Common Stock, as reported in the Wall
Street Journal, on the last day of the fiscal year during which the
service giving rise to the Deferred Share Award was performed, or (ii) the
average of the closing prices of a share of Class A or Class B Common
Stock, as reported in the Wall Street Journal, on the last day of the 5
fiscal quarters ending on the last day of the fiscal year during which the
service giving rise to the Deferred Share Award was performed.  In
addition, the Company will increase the number of shares of Class A or
Class B Common Stock under the Deferred Share Award by 20%.  Delivery of
the shares of Class A or Class B Common Stock will be deferred, and will
become vested and payable, as described below.

1.	Crediting of Deferred Share Award.  The Deferred Share Award, which
is granted under and subject to the terms of the 1999 Company Stock
Incentive Plan or the Senior Executive Short-Term Incentive Plan
(the "Stock Plans"), the terms of which are incorporated herein by
reference, shall be credited to a Deferred Share Account maintained
on the books of the Company.

2.	Vesting of Deferred Share Award.

	The following vesting schedule shall apply for so long as the
Grantee has not attained age 58 or performed 20 years of service
with the Company or any respective subsidiary thereof:

On the second November 1st following the fiscal year during
which the service giving rise to the Deferred Share Award was
performed (e.g., on November 1, 2006 for a Deferred Share
Award in respect of service performed during the November 1,
2004 through October 31, 2005 fiscal year), the Grantee shall
become vested in 25% (rounded up to the nearest whole share)
of his or her Deferred Share Award for that fiscal year.

On the third November 1st following the fiscal year during
which the service giving rise to the Deferred Share Award was
performed (e.g., on November 1, 2007 for a Deferred Share
Award in respect of service performed during the November 1,
2004 through October 31, 2005 fiscal year), the Grantee shall
become vested in an additional 25% (rounded up to the nearest
whole share) of his or her Deferred Share Award for that
fiscal year.

On the fourth November 1st following the fiscal year during
which the service giving rise to the Deferred Share Award was
performed (e.g., on November 1, 2008 for a Deferred Share
Award in respect of service performed during the November 1,
2004 through October 31, 2005 fiscal year), the Grantee shall
become vested in an additional 25% (rounded up to the nearest
whole share) of his or her Deferred Share Award for that
fiscal year.

On the fifth November 1st following the fiscal year during
which the service giving rise to the Deferred Share Award was
performed (e.g., on November 1, 2009 for a Deferred Share
Award in respect of service performed during the November 1,
2004 through October 31, 2005 fiscal year), the Grantee shall
become vested in 100% of his or her then unvested Deferred
Share Award for that fiscal year.

Notwithstanding the preceding vesting schedule, if the Grantee
either attains age 58 or completes 20 years of service with the
Company,  K. Hovnanian Enterprises, Inc. or any respective
subsidiary thereof, the Grantee shall become immediately vested in
100% of his or her then unvested Deferred Share Award upon the later
of (i) the January 15th following the fiscal year during which the
service giving rise to the Deferred Share Award was performed (e.g.,
on January 15, 2006 for a Deferred Share Award in respect of service
performed during the November 1, 2004 through October 31, 2005
fiscal year), or (ii) the date the Grantee attains age 58 or
completes 20 years of service with the Company, K. Hovnanian
Enterprises, Inc. or any respective subsidiary thereof.

3.	Effects of Termination of Employment on Deferred Share Award.  In
the event that the Grantee's employment terminates for any reason
other than the Grantee's death or Disability (as such term is
defined in the Stock Plans), the unvested Deferred Share Award shall
be cancelled immediately without payment therefor.  In the event
that the Grantee's employment terminates due to the Grantee's death
or Disability, any unvested portion of the Deferred Share Award
shall become fully vested upon such termination.

4.	Dividend Equivalents.   In the event that any cash dividend is paid
on shares of Class A or Class B Common Stock as of a record date
prior to the day on which the shares are delivered to the Grantee
hereunder, the Company shall credit to the Grantee's Deferred Share
Account an additional number of shares equal to (x) the number of
shares under the Deferred Share Award credited to the Deferred Share
Account as of any applicable record date multiplied by (y) the
dividend per share, divided by (z)  the Fair Market Value of a share
of Class A or Class B Common Stock on the applicable dividend
payment date.
5.	Distributions.

		(a)	Distribution of the Deferred Share Account shall be made
in the form of Class A or Class B Common Stock as soon as
practicable after an applicable vesting date, unless the Grantee is
eligible and has elected to defer the distribution pursuant to the
terms a nonqualified deferred compensation plan maintained by the
Company ("Deferred Compensation Plan"); provided that any such
deferred amount, when paid from such Deferred Compensation Plan,
shall be paid in the form of shares of Class A or Class B Common
Stock.   Once any shares are deferred under any Deferred
Compensation Plan, the rights and privileges of the Grantee with
respect thereto shall be determined solely with reference to such
Deferred Compensation Plan and not to this Policy.

       (b)	The Grantee shall not have any of the rights or
privileges of a holder of Class A or Class B Common Stock (including
any voting rights) of the Company unless and until such time as
shares of Class A or Class B Common Stock are distributed to the
Grantee hereunder or, if later, are distributed to the Grantee from
the Deferred Compensation Plan.

       (c)	If the Grantee dies before the Deferred Share Account
has been distributed hereunder, payment shall be made to the
beneficiary or beneficiaries designated on the beneficiary
designation form on file with the Company.   In the absence of any
such designation, the Deferred Share Account shall be distributed to
the Grantee's spouse (or if no spouse is then living, to the
Grantee's estate).

6.	Adjustments.  Subject to the terms of the Stock Plans, in the event
that the outstanding shares of the Class A or Class B Common Stock
are, from time to time, changed into or exchanged for a different
number or kind of shares of the Company or other securities of the
Company by reason of a merger, consolidation, recapitalization,
reclassification, stock split, stock dividend, combination of
shares, or otherwise, the Committee (as defined in the Stock Plans)
shall make an appropriate and equitable adjustment in the number of
shares under the Deferred Share Award credited to the Deferred Share
Account.  Any such adjustment made by the Committee shall be final
and binding upon the Grantee, the Company and all other interested
persons.

7.	Miscellaneous.

		(a)	All capitalized terms used herein shall have the meaning
set forth in the Stock Plans, unless the context requires a
different meaning.

       (b)	Except as determined by the Company, no person shall
have any right to receive a Deferred Share Award.  The eligibility,
amount and the grant of the Deferred Share Award are entirely at the
discretion of the Company.

       (c)	The Company reserves the right to amend this Policy in
writing unilaterally so long as no such amendment adversely affects
any accrued and vested rights of the Grantee with respect to this
Policy.

       (d)	The execution and delivery of this Policy and the
granting of one or more Deferred Share Awards hereunder shall not
constitute or be evidence of any agreement or understanding, express
or implied, on the part of the Company or its affiliates to employ
the Grantee for any specific period or in any particular capacity
and shall not prevent the Company or its affiliate from terminating
the Grantee's employment at any time with or without cause, subject
to applicable law.

       (e)	Any federal, state or local taxes required by the
applicable taxing authorities to be withheld by the Company by
reason of the Deferred Share Award shall be paid to the Company by
the Grantee within the requisite time such taxes are required to be
paid or deposited by the Company.  The Company reserves the right to
retain the value of the Deferred Share Award sufficient to equal the
amount of the taxes required to be withheld.

       (f)	This Policy shall be subject to all applicable laws,
rules and regulations, and to such approvals of any governmental
agencies as may be required.  Unless otherwise required by law
(without the application of local conflict of law rules), the
interpretation and administration of this Policy shall be governed
by the laws of the State of Delaware.

       (g)	Unless the Committee determines otherwise, neither the
Deferred Share Award nor the Deferred Share Account shall be secured
by any specific assets of the Company or its subsidiaries, nor shall
any assets of the Company or any of its subsidiaries be designated
as attributable or allocated to the satisfaction of the Company's
obligations under this Policy or the Deferred Compensation Plan with
respect to the Deferred Share Award granted hereunder.

       (h)	The execution and delivery of this Policy and the
granting of the Deferred Share Award hereunder shall not give the
Grantee or any other person the right to participate or to continue
to participate in any Deferred Compensation Plan of the Company.
Such rights shall be governed exclusively by the terms of such Plan.


       IN WITNESS WHEREOF, the Company, by its duly authorized officer, has
executed this Policy.

                                           HOVNANIAN ENTERPRISES, INC.

                                           By:

                                           Title:

                                           Date:

Notwithstanding the general rule that the terms of the Company's Incentive
Profit Sharing Program applicable to the Grantee determine the percentage
of Incentive paid in cash and the percentage of Incentive paid as a
Deferred Share Award, if, but for this paragraph, the dollar value of the
Deferred Share Award portion of the Grantee's Incentive for a given fiscal
year is expected to exceed five hundred thousand dollars ($500,000), the
Grantee may elect, pursuant to such rules and procedures established by the
Company and no later than fifteen (15) days following the end of the fiscal
year, to have the dollar value of the Deferred Share Award portion of his
or her Incentive for the fiscal year capped at five hundred thousand dollars
($500,000).  If the Grantee so elects, any portion of his or her Incentive
in excess of five hundred thousand dollars ($500,000) which would, but for
the election, have been payable as part of the Deferred Share Award shall
instead be payable in cash.