SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended November 30, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

Commission file no. 1-8846

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

New Jersey 22-2433361
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

500 Craig Road
Manalapan, New Jersey 07726-8790
(Addresses of principal Zip Code
executive offices)

Registrant's telephone number,
including area code: (908) 780-1800

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

Title of Class

Name of each exchange
Title of each class on which registered
Common Stock, $.01
par value per share American Stock Exchange

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

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K X.

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes X No

The aggregate market value (based upon the last sales price
reported by the American Stock Exchange) of voting shares held by
non-affiliates of the registrant as of February 1, 1996 was
$8,456,000.

As of February 1, 1996, 26,445,000 shares of Common Stock were
outstanding.

Certain items in Parts I and II incorporate information by
reference from the 1995 Annual Report to Shareholders and Part
III is incorporated by reference from the Proxy Statement for the
annual meeting of shareholders to be held on April 23, 1996.
Except for portions which are expressly incorporated by reference
herein, the Annual Report is not deemed filed a part hereof.

PART I

Item 1. BUSINESS

(a) General Development of Business

General

Calton, Inc. (the "Company" or "Calton") and its
subsidiaries design, construct and sell single family
detached homes and townhomes primarily in central New
Jersey, central Florida and eastern Pennsylvania. The
Company markets primarily to first and second time move-up
buyers with the 749 homes delivered in fiscal 1995 having an
average sales price of approximately $229,000.

The Company's current homebuilding activities are
conducted primarily through two divisions: Calton Homes
Northeast and Florida division. The Company decided to wind
down the Chicago division due to unfavorable results and
prospects.

Calton was incorporated in 1981 for the purpose of
acquiring all of the issued and outstanding capital stock of
Kaufman and Broad of New Jersey, Inc., a New Jersey
corporation, from Kaufman and Broad, Inc., a Maryland
corporation. After the acquisition, the name of Kaufman and
Broad of New Jersey, Inc. was changed to Calton Homes, Inc.
("Calton Homes") which continues as a wholly owned
subsidiary of Calton. Calton maintains its executive offices
at 500 Craig Road, Manalapan, New Jersey 07726 and its
telephone number is (908) 780-1800. As used herein, the
terms "Company" and "Calton" refer to Calton, Inc. and its
subsidiaries, unless the context indicates otherwise.

On March 9, 1993, Calton and certain of its
subsidiaries filed petitions under Chapter 11 of the United
States Bankruptcy Code. The United States Bankruptcy Court
confirmed the Plan of Reorganization (the "Reorganization")
on May 6, 1993 and the Reorganization was consummated on May
28, 1993. The Reorganization resulted in the discharge of
approximately $61.5 million of indebtedness and $22.8
million of interest payments owed to certain creditors. In
exchange for the discharge of these obligations, these
creditors were issued a combination of cash, equity
securities and short-term debt instruments which were
retired in September 1993. The equity securities issued to
the creditors represented approximately 93.5% of the voting
power of the Company's capital stock.

On November 21, 1995, the Company had a significant
shift in stock ownership and voting rights. In addition,
changes occurred on the Board of Directors and in the
Company's management.

Since 1969, the Company and its predecessor have
constructed and sold approximately 16,650 units in 138
residential developments in New Jersey, Florida,
Pennsylvania, California and Chicago. At November 30, 1995,
the Company had 20 communities under development and open
for sales. The Company builds single-family detached homes
and townhomes ranging in base price from $97,000 to
$473,000. The average base selling price of homes to be
built on unsold lots, as of November 30, 1995, was
approximately $207,000. Because of the timing of home
deliveries, the average base selling price of homes under
development may not be indicative of the average revenue per
home sold in any fiscal year. See Item 1(c), "Residential
Development".

(b) Financial Information About Industry Segments

Substantially all revenues and equity in earnings,
operating profits and assets of the Company and its
subsidiaries are attributable to one line of business, the
development and sale of residential housing and the
acquisition and sale of real property.

General

The Company designs, constructs and sells single family
attached and detached homes, primarily in central New
Jersey, central Florida and eastern Pennsylvania. The
Company markets primarily to first time buyers and first and
second time move-up buyers with the 749 homes delivered in
fiscal 1995 having an average sales price of approximately
$229,000.

Corporate Operations

The Company operates through separate divisions, which
are located within or near the markets in which they
operate. Each division is managed by an executive with
substantial experience in the markets served. In addition,
each division is staffed with personnel equipped with the
skills to complete the functions of land acquisition,
entitlement processing, land development, construction,
marketing, sales and product service.

The Company's corporate staff is responsible for: (i)
evaluating the suitability of and selecting geographic
markets; (ii) allocating capital resources among divisions;
(iii) maintaining the Company's relations with its lenders
to regulate the flow of financial resources; and (iv)
monitoring the divisional operations. Capital commitments
are determined through consultation among senior management
and division managers. Centralized financial controls are
also maintained through the standardization of accounting
and financial policies and procedures, which are applied
uniformly throughout the Company.

The Company's operating strategy generally consists of:
(i) targeting the first time homebuyer and the first and
second time move-up buyer; (ii) conducting homebuilding
activities in markets that, based on economic and
demographic trends, demonstrate strong growth potential;
(iii) designing each residential community to meet the needs
of the particular market based on local conditions and
demographic factors; (iv) minimizing land risks by
purchasing entitled tracts of well-located property through
options or contingent purchase contracts and limiting land
holdings to those which can be developed within two years
from the date of purchase; (v) developing residential
communities in phases which enables the Company to reduce
financial exposure, control construction and operating
expenses and adapt quickly to changes in customer demands
and other market conditions; (vi) utilizing subcontractors
to perform land development and home construction on a fixed
price basis; and (vii) emphasizing the quality and value of
its homes.

Geographic Markets

The Company's current business operations are
principally located in central New Jersey, the greater
Orlando area, and eastern Pennsylvania. Generally, the
Company has organized divisions that are located in markets
that demonstrate a strong growth profile. The Company
selects locations within these markets for its residential
housing communities that have ready access to metropolitan
areas by public transportation and major arterial highways
and which have experienced industrial or commercial growth.

In March 1995, the Company consolidated its New Jersey-
North and New Jersey-South divisions into the Northeast
division. The Northeast division conducts homebuilding
activities in Burlington, Monmouth, Middlesex and Mercer
counties in New Jersey and Bucks county in Pennsylvania. The
Company's Florida division conducts homebuilding activities
in the Orange and Seminole County areas, concentrating in
the suburban Orlando area.

The Company recently decided to wind down the Chicago
division by disposing of the remaining inventory by a
combination of sale and buildout of homes, and sale of the
remaining lots.

The Company does not anticipate that it will expand
into any new markets in fiscal 1996 and, therefore, plans to
focus its operating locations and available capital in the
Northeast and Florida divisions.

Products

The Company offers a variety of homestyles tailored to
meet the specific needs of the particular geographic and
demographic markets served, including the first-time and
second-time move-up buyer and, to a lesser extent, the
first-time buyer. The Company believes that this diversified
product strategy enables it to mitigate some of the risks
inherent in the homebuilding industry by providing it with
the flexibility to adjust its product mix to suit particular
markets and changing market conditions. Homestyles, prices
and sizes vary from community to community based upon the
Company's assessment of specific market conditions and the
restrictions imposed by local jurisdictions. In certain
projects, recreational amenities such as tennis courts and
playground areas are constructed by the Company.

The Company generally standardizes its product line
within geographic markets it serves. This standardization
improves the quality of construction and permits efficient
production techniques and bulk purchasing of materials and
components, thus reducing construction costs and the time
required to build a home. The Company has recently
introduced a customization program that offers major
modifications to the standard design beyond the options and
extra features typically offered. See "Sales and Marketing".

Land Acquisition, Planning and Development

Substantially all of the land acquired by the Company
is purchased only after necessary entitlements have been
obtained so that the Company has certain rights to begin
development or construction as market conditions dictate.
The term "entitlements" refers to developmental approvals,
tentative maps or recorded plats, depending on the
jurisdiction within which the land is located. Entitlements
generally give a developer the right to obtain building
permits upon compliance with certain conditions that are
usually within the developer's control. Although
entitlements are ordinarily obtained prior to the Company's
purchase of the land, the Company is still required to
obtain a variety of other governmental approvals and permits
during the development process. The Company primarily buys
finished lots that are ready for construction in the Florida
market while finished lots are generally not available in the
Northeast market.

The Company's general policy has been to control land
for future development through the use of purchase options
or contingent purchase contracts whenever practicable and
where market conditions permit. The Company endeavors to
acquire property either on an installment method, with
closings on a portion of a project on a periodic basis, or
subject to purchase money mortgages. These policies enable
the Company to limit its financial commitments, including
cash expenditures and interest and other carrying costs, and
avoid large land inventories which exceed the Company's near
term development needs. At the same time, the Company
retains any appreciation in the value of the parcel prior to
exercising the option or closing the contingent purchase
contract. During the option or contingency period, the
Company performs feasibility studies, technical, engineering
and environmental surveys and obtains the entitlements.

In making land acquisitions, the Company considers such
factors as: (i) current market conditions; (ii) internal and
external demographic and marketing studies; (iii)
environmental conditions; (iv) proximity to developed and
recreational areas; (v) availability of mass transportation
and ready access to metropolitan areas and other employment
centers; (vi) industrial and commercial growth patterns;
(vii) financial review as to the feasibility of the proposed
community, including projected profit margins, returns on
capital employed and payback periods; (viii) the ability to
secure governmental approvals and entitlements; (ix)
customer preferences; (x) access to materials and
subcontractors; and (xi) management's judgement as to the
real estate market, economic trends and the Company's
experience in a particular market. The Company's development
activities include land planning and securing entitlements.
These activities are performed by the Company's employees,
together with independent engineers, architects and other
consultants. The Company's employees also develop long-term
planning of future communities.

Construction

The Company employs production managers who are
responsible for coordinating all functions pertaining to the
construction process. All construction work for the Company
is performed by subcontractors on a fixed price basis, with
the Company acting as general contractor. In order to
maintain control over costs, quality and work schedules, the
Company employs an on-site superintendent for each project
who is responsible for supervising subcontractor work.

The Company's housing is constructed according to
standardized design plans that are then customized to each
individual contract preference. Generally, the Company seeks
to develop communities having a minimum number of lots to
absorb deliveries over at least a two year period in order
to reduce the per unit cost of the housing products which it
sells. Advantages achieved by volume building include lower
unit prices paid to subcontractors and reduced material
costs per unit. From time to time, the Company purchases
smaller size communities in order to more efficiently deploy
the Company's resources.

Generally, the Company's policy is to commence
construction of: (i) a detached housing unit beyond the
foundation after a sales contract for that unit has been
signed; and (ii) a multi-unit townhome building beyond the
foundation after 50% of the units in that building are under
sales contracts. The Company does, however, ordinarily
attempt to maintain a predetermined inventory of homes in-
process in order to match the construction times of homes
with the mortgage application process and to accommodate
customers who require immediate occupancy, such as
relocation buyers. In addition, in order to permit
construction and delivery of housing units on a year round
basis, the Company, in anticipation of winter, will start
construction of foundations prior to having signed sales
contracts in affected market locations.

Materials and Subcontractors

The Company attempts to maintain efficient operations
by utilizing standardized material available from a variety
of sources. Prices for materials may fluctuate due to
various factors, including demand levels or supply
shortages. During 1995, major building material prices for
lumber, asphalt and appliances remained flat while prices
for concrete and plastic increased modestly. The price of
gypsum increased sharply during the first half of the year
and decreased gradually during the second half of the year.

The Company contracts with numerous subcontractors
representing all building trades in connection with the
construction of its homes, and has established long-term
relationships with a number of subcontractors. These
subcontractors bid competitively for each phase of the work
at each project and are selected based on quality, price and
reliability. Subcontractor bids are solicited after an
internal job cost budget estimate has been prepared based on
estimated material quantities. These internal estimates
serve as the formal baseline budget against which job cost
performance is measured. Each division is responsible for
contracting all work for each of its communities. Production
costs are monitored monthly to assess variances from
contracted amounts. The Company closely monitors
subcontractor performance and expenditures on each community
to assess project profitability. Additionally, the Company
is generally able to obtain reduced prices from many of its
subcontractors due to the high volume of work it provides to
its subcontractors. Agreements with subcontractors are
generally short-term, running from six to twelve months, and
provide a fixed price for labor and materials.

The Company has, from time to time, experienced minor
temporary construction delays due to shortages of materials
or availability of subcontractors. Such construction delays
may extend the period of time between the signing of a
purchase contract and the receipt of revenues by the Company
at the time of delivery of the home to the buyer. To date,
the Company has experienced no material adverse financial
effects as a result of construction delays. Currently,
sufficient materials and subcontractors are available to
meet the Company's demands; however, the Company cannot
predict the extent to which shortages in necessary materials
or labor may occur in the future.

Sales and Marketing

Each division establishes marketing objectives,
determines retail pricing, formulates sales strategies and
develops advertising programs, which in each case, are
subject to periodic market analyses conducted by the
division. The Company typically constructs, furnishes and
landscapes model homes for each community and maintains an
on-site sales office staffed with its own sales personnel.
The Company makes use of newspaper, billboard and direct
mail advertising, special promotional events and illustrated
brochures in a comprehensive marketing program. In marketing
its products, the Company emphases quality and value, and
provides a 15 year limited warranty on its homes.

During the fourth quarter of 1995, the "Your Home Your
Way" customization program was introduced in order to make
the products the Company builds more attractive to
homebuyers by tailoring them to individual customer needs.

The Company's sales personnel participate in an
intensive sales training program to develop their skills and
knowledge. The Company consults with these personnel in the
product development process to obtain and consider feedback
from customers and information with respect to the Company's
competitors.

Sales of the Company's homes are made pursuant to
standard sales contracts that are customary in the markets
served by the Company. Such contracts require a customer
deposit (generally up to 5% of the base selling price unless
limited by local law) at time of contract signing and
provide the customer with a mortgage contingency. The
contingency period typically is sixty (60) days following
execution of the contract. In certain instances, contracts
are contingent on the sale of a purchaser's existing home.
In such cases, the Company retains the right to sell the
home to a different buyer during the period in which the
"house-to-sell" condition is not satisfied. The cancellation
rate for new contracts signed was approximately 23% for
fiscal 1995. Cancellation rates may vary from year to year.
The Company attempts to limit cancellations by training its
sales force to determine at the sales office the
qualifications of potential homebuyers and by obtaining
financial information about the prospective purchaser.

At February 1, 1996, the Company employed 43 full-time
and part-time sales personnel who are paid on a salary
and/or sales commission basis. The Company also utilizes the
services of independent real estate brokers through a
cooperative broker referral plan.

Customer Financing

The Company sells its homes to customers who generally
finance their purchase through conventional and government
insured mortgages. The Company provides its customers with
information on a wide selection of conventional mortgage
products and various mortgage lenders to assist the
homebuyer through the mortgage process. Mortgages arranged
by mortgage providers in recent years have been mortgage
loans underwritten and made directly by a lending
institution to the customer. The Company is not liable for
repayment of any mortgage loans.

Backlog

At November 30, 1995, the Company had a backlog of
signed contracts for 166 homes with an aggregate sales price
of $36.0 million as compared to a backlog of signed
contracts for 419 homes with an aggregate sales price of
$98.5 million at November 30, 1994. All of the November 30,
1995 backlog is expected to be completed and delivered by
November 30, 1996. Backlog includes contracts containing
financing and certain other contingencies, including, in
certain instances, contracts which are contingent on the
buyer selling their homes. Due to changes in product
offerings, the uncertainty of future market conditions and
the general economic environment, the sales backlog achieved
in the current period may not be indicative of those to be
realized in succeeding periods. See "Management's Discussion
and Analysis of Financial Condition and Results of
Operations" incorporated herein by reference to the 1995
Annual Report to Shareholders.

Residential Development

The Company markets and sells varying types of
residential homes ranging in base selling prices from
$97,000 to $473,000. Current average base selling prices for
the Company's homes are approximately $256,000 in New
Jersey, $146,000 in Florida, and $229,000 in Chicago.
Average base selling prices of homes sold in any period or
unsold at any point in time will vary depending on the
specific projects and style of homes under development. The
Company continually monitors prevailing market conditions,
including interest rates and the level of resale activity in
the markets in which it operates. The Company may, from time
to time, sell all or a portion of a residential project
prior to its development by the Company.

As of November 30, 1995, the Company had 20 residential
communities open for sales which include an aggregate of
1,078 single family detached homes to be delivered. The
following sets forth certain information as of November 30,
1995 with respect to communities being developed by each of
the Company's operating divisions:

Homes
Delivered Homes
Year of Lots Homes Yr. Ended Under
First Ap- Deliv- November Contract Unsold Sales
Delivery proved ered 30, 1995 (Backlog) Lots Price Range

Northeast (a) (b)
Belmont at Steeplechase (Burlington) 1995 382 24 24 10 348 $169,990-$221,990
Burlington (Burlington Twp) 1990 433 394 73 6 33 $138,990-$164,990
Four Maples (Freehold) 1995 56 33 33 6 17 $303,990-$396,990
Jockey Club at Steeplechase (Burl.) 1995 177 47 47 21 109 $137,990-$161,990
Manalapan Chase (Manalapan) 1996 52 0 0 4 48 $311,990-$415,990
Monmouth Ridings (Howell) 1994 144 87 56 17 40 $179,990-$243,990
Oakleigh Farm (Buckingham PA) 1994 48 37 35 3 8 $269,990-$370,990
Regency Oaks (Marlboro) 1995 39 17 17 3 19 $333,990-$472,990
Sagewood (Mt. Laurel) 1994 50 42 19 3 5 $253,990-$367,990
Waterford Estates (W. Windsor) 1994 66 46 41 7 13 $344,990-$408,990
Woodside (Washington) 1994 68 54 45 9 5 $245,990-$308,990
Total 1,515 781 390 89 645

Orlando, Florida
Beechwoods (Altamonte Springs) 1995 57 11 11 9 37 $131,990-$156,990
Cambridge Commons (Apopka) 1995 87 23 23 8 56 $ 96,990-$122,990
Churchill Downs (Orange) 1995 32 3 3 8 21 $121,990-$172,990
Crescent Park (Orlando) 1995 108 12 12 10 86 $153,990-$196,990
The Meadows (Oricho) 1995 30 9 9 5 16 $140,990-$176,990
Saddlebrook (Ocoee/Windmere) 1995 32 18 18 10 4 $129,990-$183,990
Wekiva Park B (Apopka) 1994 42 31 15 1 10 $ 99,990-$120,990
Total 388 107 91 51 230

Chicago, Illinois
Braeburn (Crystal Lake) 1995 41 10 10 14 17 $192,990-$227,990
Delaware Crossing (Gurnee) 1995 65 33 33 6 26 $195,000-$232,990
Total 106 43 43 20 43

Other (Communities with less than
5 unsold homes each)(c) 216 209 42 6 1
TOTAL 2,225 1,140 566 166 919

(a) Includes dwelling units completed and delivered, units under
construction and units designated on subdivision or site plans where
preliminary and final subdivision or site plan approvals, which in
certain instances may be subject to the fulfillment of certain
conditions imposed thereby, have been received. Also includes
approximately 385 planned homes under option in 5 communities in New
Jersey and Florida currently being developed and marketed by the
Company, and will require cash of $3.1 million in 1996, $1.2 million in
1997 and $850,000 in 1998.
(b) Does not include 183 deliveries in 1995 from communities that have been
fully delivered.
(c) Represents communities open with less than five homes unsold as of
November 30, 1995.

Land Inventory

The Company acquires options or contingent purchase
contracts on land where practicable and where market
conditions and lending availability permit. In other
instances, the Company has endeavored to acquire property
either subject to purchase money mortgages, or on an
installment method, with closings on a portion of a project
on a periodic basis. In order to ensure the availability of
land for future development, the Company believes it is
necessary to control land in New Jersey at an earlier point
in time than in other markets. As of November 30, 1995, if
all of the options held by the Company were exercised and
all of the contingent purchase contracts to which the
Company is a party were closed, the Company would have
sufficient land to maintain its anticipated level of
deliveries for the next five years in the Northeast market.
The Company believes that additional acquisitions will be
required for anticipated deliveries in 1997 and beyond in
the Florida market. The Company's revolving credit facility
(the "Facility") contains provisions limiting the amount of
land which the Company may acquire in any one year (other
than land acquisitions utilizing proceeds of purchase money
mortgages) to $18.8 million in 1996. In addition, the
Facility provides that total expenditures with respect to
projects which have not received all requisite development
approvals cannot exceed $2 million without the consent of
its lenders.

The following table sets forth certain information, as
of November 30, 1995, with respect to: (i) options held by
the Company and contingent purchase contracts to which the
Company is a party; and (ii) land owned by the Company with
respect to which construction of homes has not commenced.

Number of
Proposed
Residential Planned
Northeast Communities Homes (1)
Under option. . . . . . . . . . . . . . 10 1,517
Owned . . . . . . . . . . . . . . . . . -- --
Total. . . . . . . . . . . . . . . . 10 1,517
Orlando, Florida
Under option. . . . . . . . . . . . . . 3 293
Owned . . . . . . . . . . . . . . . . . 2 106
Total. . . . . . . . . . . . . . . . 5 399

Combined Total . . . . . . . . . . . . . 15 1,916

(1) Final development approvals have not been obtained
with respect to certain properties included in the
above table. Accordingly, the number of units approved
for development, if any, may differ from the number of
planned units reflected in the table. In addition,
prior to exercising an option or closing a contingent
purchase contract, the Company conducts feasibility
studies and other analyses with respect to a proposed
community. In certain instances, a determination may
be made by the Company not to proceed with certain
communities. Accordingly, no assurance can be given
that the Company will ultimately pursue the
development of every community reflected in the table
above.

During the second quarter of fiscal 1995, as a result
of the consolidation of the New Jersey-North and New Jersey-
South divisions and economic and market conditions, the
Company decided not to incur further preacquisition costs on
nine properties controlled under option. These actions
resulted in a pre-tax charge of approximately $1.1 million.

As of November 30, 1995, the Company held options or
was a party to contingent contracts to purchase 13 parcels
of land in New Jersey and Florida for which it has paid
options fees and earnest money aggregating $2.2 million as
of November 30, 1995. A total of 1,810 homes, of which 1,446
homes are single family and 364 are townhomes, are planned
for these parcels. Through November 30, 1995, the Company
has spent an additional $1.2 million in predevelopment costs
on such land, which costs would not be recoverable in the
event these options were not exercised or the contracts were
not closed, as the case may be. Assuming that in each year
the Company makes payments with respect to either options or
contingent contracts, exercises options, or closes such
contracts with respect to the minimum amount of land
necessary to retain its rights to acquire the remainder of
the subject properties, the aggregate amount required to
retain or exercise such options or close or extend such
contingent contracts in periods subsequent to November 30,
1995 is approximately $17.7 million in 1996, $12.4 million
in 1997, $8.3 million in 1998, $2.3 million in 1999,
$718,000 in 2000, and $1.5 million thereafter. In addition,
the acquisition of two of such parcels will be financed
through purchase money mortgages. The terms of payment call
for mortgage releases as homes close in the communities with
a minimum of: $1.2 million due in 1997, $1.1 million due in
1998, $450,000 due in 1999 and $450,000 due in 2000.
Assuming the Company exercises such options and contingent
contracts, the Company will be in a position to acquire
title to approximately 554, 386, 393, 189, and 251 lots
during fiscal years 1996 through 2000 respectively, and 37
lots thereafter.

Commercial Land and Buildings

The Company currently owns a 12,800 square foot office
building in Manalapan, Monmouth County, New Jersey.
Pursuant to management's continued focus on it's core
homebuilding business, the Company sold two of its
commercial properties in 1995 for approximately $8.1 million
which reduced related mortgages payable of $6.9 million. The
sales resulted in an aggregate pre-tax gain of approximately
$500,000 and provided approximately $850,000 of additional
cash for operations after retirement of the mortgage debt.

In addition, the Company owns certain undeveloped
properties in New Jersey, Florida, California and
Pennsylvania. These properties include 60 acres of
commercial property in Manalapan, New Jersey, 27 acres
consisting of three parcels in Orange County, Florida and
five other properties, two in Pennsylvania, two in New
Jersey and one in California. Each of these properties are
currently available for sale.

Joint Ventures

The Company has historically participated in joint
ventures engaged in land and residential housing
development. The Company currently has a 50% equity interest
in one joint venture formed to develop and market an 80 unit
townhouse project in Maryland which delivered 75 homes
through November 30, 1995. In addition, $550,000 of the
amount reflected on the Company's Consolidated Balance Sheet
at November 30, 1995 as Investments in Joint Ventures is
held as collateral to secure letters of credit issued for
the benefit of this joint venture.

Talcon, L.P., a Delaware limited partnership
("Talcon") was formed by the Company in 1987 to succeed to
its interest in certain joint ventures. In January 1994,
Calton Capital, Inc. (a wholly owned subsidiary of Calton
and the general partner of Talcon) determined that it was no
longer in the best interest of Talcon or its partners to
continue Talcon's business and dissolved the partnership. In
1995, the Company received $890,000 of payments in full
satisfaction of Talcon's debt obligations to the Company.

Competition

The Company's business is highly competitive.
Homebuilders compete for desirable properties, financing,
raw materials and skilled labor among other things. The
Company competes in each of the geographic areas in which it
operates with numerous real estate developers, ranging from
small local to larger regional and national builders and
developers, some of which have greater sales and financial
resources than the Company. Resales of housing provide
additional competition. The Company competes primarily on
the basis of value, reputation, price, location, design,
quality and amenities.

Regulation and Environmental Matters

The Company is subject to various local state and
federal statutes, ordinances, rules and regulations
concerning zoning, building design, construction and similar
matters, including local regulation which imposes
restrictive zoning and density requirements in order to
limit the number of homes that can eventually be built
within the boundaries of a particular locality. In addition,
the Company is subject to registration and filing
requirements in connection with the construction,
advertisement and sale of its communities in certain states
and localities in which it operates even if any or all
necessary government approvals have been obtained.
Generally, the Company must obtain numerous government
approvals, licenses, permits, and agreements before it can
commence development and construction. Certain governmental
authorities impose fees as a means of defraying the cost of
providing certain governmental services to developing areas,
or have required developers to donate land to the
municipality or make certain off-site land improvements. The
Company may also be subject to periodic delays or may be
precluded entirely from developing communities due to
building moratoriums that could be implemented in the future
in the states in which it operates. Generally, such
moratoriums relate to insufficient water or sewage
facilities or inadequate road capacity.

The Company is also subject to a variety of local,
state and federal statutes, ordinances, rules and
regulations concerning protection of health and the
environment ("environmental laws"). The particular
environmental laws which apply to any given community vary
greatly according to the community site, the site's
environmental conditions and the present and former uses of
the site. These environmental laws may result in delays, may
cause the Company to incur substantial compliance and other
costs, and can prohibit or severely restrict development in
certain environmentally sensitive regions or areas. For
example, in July 1987, New Jersey adopted the Fresh Water
Wetlands Protection Act which restricts building in or near
certain protected geographic areas designated as fresh water
wetlands. The preservation of wetlands located within a
project may lessen the number of units that may be built in
a particular project. The Company has planned all of its
projects containing wetlands to comply with the regulations
adopted under the Fresh Water Wetlands Protection Act and
does not believe that this legislation will adversely affect
its present development activities in New Jersey.

The State of Florida has adopted a wide variety of
other environmental protection laws. The laws regulate
developments of substantial size and developments in or near
certain specified geographic areas within the State of
Florida, including the Big Cypress, Green Swamp and Florida
Keys areas, imposing requirements for development approvals
which are more stringent than those which the Company would
have to meet in Florida for development outside of these
geographic areas. Further, the State of Florida regulates
certain types of developments located in or near certain
types of geographic areas, plant life or animal life. The
Company does not believe that any land owned by it that is
planned for development is the site of any protected plant
or animal life. Although the Company owns land in or near
certain protected types of geographic areas, the Company
designs its various communities to avoid disturbing such
areas so that certain regulations with respect to these
areas are not applicable. When the Company undertakes
development activity in or near or which may have an impact
on any protected areas, it is required to satisfy more
stringent requirements for developmental approval than would
otherwise be applicable. In addition, the laws of the State
of Florida require the use of construction materials which
reduce the energy consumption required for heating and
cooling.

The Florida Growth Management Act of 1985 requires
that an infrastructure, including roads, sewer and water
lines, must be in existence concurrently with the
construction of the development. If such infrastructure will
not be concurrently available, then the project cannot be
developed. This will have an effect on limiting the amount
of land available for development and may delay construction
and completion of some developments.

In July 1985, New Jersey adopted the Fair Housing Act
which established an administrative agency to adopt criteria
by which municipalities will determine and provide for their
fair share of low and moderate income housing ("Mt. Laurel"
housing). This agency promulgated regulations with respect
to such criteria effective August 1986. The Fair Housing Act
could result in the reduction in the number of homes
available for future New Jersey properties acquired.

The Company may be required to set aside Mt. Laurel
housing in certain municipalities in which it owns or has
the right to acquire land. In order to comply with such
requirements, the Company may be required to (i) sell some
homes at prices which would result in no gain or loss and an
operating margin less than would have resulted otherwise, or
(ii) contribute to public funding of affordable housing,
which contribution will increase the costs of homes to be
developed in a community. The Company attempts to recover
some of these potential losses or reduced margins through
increased density, certain cost saving construction and land
development measures and reduced land prices for the sellers
of property.

Despite the Company's past ability to obtain necessary
permits and development approvals for its communities, it
can be anticipated that increasingly stringent requirements
will be imposed on developers and homebuilders in the
future. Although the Company cannot predict the effect of
these requirements, they could result in time consuming and
expensive compliance programs and substantial expenditures
for pollution and water quality control, which could
materially adversely affect the Company. In addition, the
continued effectiveness of permits already granted or
development approvals already obtained is dependent upon
many factors, some of which are beyond the Company's
control, such as changes in policies, rules and regulations
and their interpretation and application.

The foregoing does not purport to be a full
description of all of the legislation and regulations
impacting the business of the Company. The Company may be
subject to numerous other governmental rules and regulations
regarding building standards, labor practices, environmental
matters and other aspects of real estate development in each
jurisdiction in which it does business.

Employees

As of February 1, 1996, the Company employed
approximately 112 full-time personnel, including 15
corporate employees, 58 employees in the Northeast Division,
32 employees in the Florida Division and 7 employees in the
Chicago Division. The Company also employs approximately 23
part-time employees in various locations. The Company
believes its employee relations are satisfactory.

Item 2. COMPANY FACILITIES

The Company leases approximately 19,413 square feet of
office space (of which 3,629 square feet are sublet to
tenants) and 6,200 square feet of storage space in a two-
story office building in Manalapan, New Jersey, which houses
the Company's corporate headquarters and its Northeast
division. In addition, the Company leases 7,200 square feet
of office space in Florida and 2,400 square feet of office
space in Illinois. Management believes that these
arrangements provide adequate space for the Company to
conduct its operations.

The Company also has remote sales offices and
construction offices on each of its project sites, some of
which include mobile units which are leased for terms
varying from one month to one year. From time to time the
Company also leases model homes in some of its communities
which the Company has previously sold to third parties under
a lease-back arrangement. The current leases on model homes
do not obligate the Company beyond six months.

Item 3. LEGAL PROCEEDINGS

In July 1994, an action was filed against Calton
Homes, Inc., the Township of Plainsboro, New Jersey and its
planning board, certain real estate brokers and certain
unnamed officers of Calton Homes, Inc., by approximately 60
purchasers in the Company's Princeton Manor development
seeking compensatory and punitive damages arising out of an
alleged failure to disclose that a portion of the property
adjacent to the community could be developed by Plainsboro
Township as a public works site. The Company is vigorously
contesting this matter and, although there can be no
assurances, does not believe that the case will have any
material effect on the financial condition or results of
operations of the Company. In addition, the Company believes
that it is contractually entitled to indemnification from
Plainsboro Township in the event that any liability should
arise.

Calton and its subsidiaries are involved from time to
time in routine litigation. Management does not believes
that any of this litigation is material to the financial
condition or results of operations of Calton and its
subsidiaries on a combined basis.

Calton's by-laws contain provisions which provide
indemnification rights to officers, directors and employees
under certain circumstances with respect to liabilities and
damages incurred in connection with any proceedings brought
against such persons by reason of their being officers,
directors or employees of Calton.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of 1995, no matter was
submitted to a vote of security holders through the
solicitation of proxies or otherwise.

Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

The Executive officers of the Company as of February
1, 1996 are listed below and brief summaries of their
business experience and certain other information with
respect to them is set forth in the following table and in
the information which follows the table.

Name Age Position

Anthony J. Caldarone 58 Chairman, President and Chief
Executive Officer

Robert A. Fourniadis 38 Senior Vice President-Legal
and Secretary

Bradley A. Little 44 Senior Vice President-Finance,
Treasurer and Chief
Financial Officer

Mr. Caldarone was reappointed as Chairman, President
and Chief Executive Officer of Calton in November 1995,
having previously served in such capacities from the
inception of the Company in 1981 through May 1993 when the
Company consummated the Reorganization. From June 1993
through October 1995, Mr. Caldarone served as a Director of
the Company.

Mr. Fourniadis was named Senior Vice President,
Secretary and Corporate Counsel of Calton in June 1993
following the consummation of the Reorganization. Prior
thereto, Mr. Fourniadis served as Vice President and
Corporate Counsel of Calton Homes from 1988 to 1993.

Mr. Little was named Senior Vice President, Treasurer
and Chief Financial Officer of Calton in June 1993 following
the consummation of the Reorganization. Prior thereto, Mr.
Little had served as Vice President of Accounting of Calton
from 1989 to June 1993.

PART II

Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS

Information pertaining to the market for the
Registrant's Common Stock, high and low sales prices of the
Common Stock in 1995 and 1994 and the number of holders of
Common Stock is presented on page 24 of the 1995 Annual
Report to Shareholders, which information is incorporated
herein by reference.

The Company has not paid dividends on its capital
stock in the past. In addition, the terms of the Facility
prohibits the payment of dividends.

Item 6. SELECTED FINANCIAL DATA

The financial highlights data is presented on page one
of the 1995 Annual Report to Shareholders, which information
is incorporated herein by reference.

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

The information required by this item is presented on
pages 5 through 11 of the 1995 Annual Report to
Shareholders, which information is incorporated herein by
reference.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements, including the
Report of Independent Accountants thereon and the unaudited
Quarterly Financial Results, are presented on pages 12
through 24 of the 1995 Annual Report to Shareholders, which
information is incorporated herein by reference.

Item 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information relating to Directors is incorporated
herein by reference to "Election of Directors" contained in
the Registrant's definitive proxy statement for the annual
meeting of shareholders to be held on April 23, 1996.
Certain information relating to executive officers of the
Company is set forth in Item 4A of Part I of this Form 10-K
under the caption "Executive Officers of the Registrant."

Item 11. EXECUTIVE COMPENSATION

Information pertaining to executive compensation is
incorporated herein by reference to "Election of Directors-
Executive Compensation" contained in the Registrant's
definitive proxy statement for the annual meeting of
shareholders to be held on April 23, 1996.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Information pertaining to security ownership of
certain beneficial owners and management is incorporated
herein by reference to "Principal Shareholders" and
"Security Ownership of Management" from the Registrant's
definitive proxy statement for the annual meeting of
shareholders to be held on April 23, 1996.

Item 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Information relating to this item is incorporated
herein by reference to "Talcon, L.P. Transactions" and
"Certain Relationships and Related Party Transactions"
contained in the Registrant's definitive proxy statement for
the annual meeting of shareholders to be held on April 23,
1996.

PART IV

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

(a) 1. and 2. Financial statements and financial statement schedules

Reference is made to the Index of
Financial Statements and Financial
Statement Schedules hereinafter contained F-1

3. Exhibits

Reference is made to the Index of
Exhibits hereinafter contained F-5
and
F-6

(b) Reports on Form 8-K

(i) On October 25, 1995, the Company filed a
report on Form 8-K to report the resignation
of Anthony J. Caldarone, as a Director of
Calton, Inc. effective October 24, 1995.

(ii) On November 21, 1995, the Company filed
a report on Form 8-K to report (a) a
material change in stock ownership and
voting rights of the Company; (b) the
election of Anthony J. Caldarone to
President, Chief Executive Officer and
Chairman of the Board of Directors of
the Company; (c) the resignation of
Douglas T. Noakes as President, Chief
Executive Officer and Director of the
Company; and (d) the resignation of
certain Board Members and the election
of one Board Member.

SIGNATURES

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

By: /s/ Bradley A. Little
BRADLEY A. LITTLE,
Senior Vice President-Finance

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the date indicated.

Signature Title Date
/s/ Anthony J. Caldarone Chairman, Chief February 28, 1996
(Anthony J. Caldarone) Executive Officer
and President
(Principal Executive
Officer)

/s/ Bradley A. Little Senior Vice President February 28, 1996
(Bradley A. Little) Finance & Treasurer
(Principal Financial
& Accounting Officer)

/s/ J. Ernest Brophy Director February 28, 1996
(J. Ernest Brophy)

/s/ Mark N. Fessel Director February 28, 1996
(Mark N. Fessel)

/s/ Frank Cavell Smith, Jr. Director February 28, 1996
(Frank Cavell Smith, Jr.)

CALTON, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES

Page
Number

Consolidated Balance Sheet at November 30, 1995 and 1994. . . . . . . . . . *

Consolidated Statement of Income for the years ended
November 30, 1995 and 1994, and the six month
periods ended November 30, 1993 and May 31, 1993 . . . . . . . . . . . . *

Consolidated Statement of Cash Flows for the years
ended November 30, 1995 and 1994, and the six
month periods ended November 30, 1993 and May 31, 1993 . . . . . . . . . *

Consolidated Statement of Shareholders' Equity for the
years ended November 30, 1995 and 1994, and the six
month periods ended November 30, 1993 and May 31, 1993 . . . . . . . . . *

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . *

Report of Independent Accountants. . . . . . . . . . . . . . . . . . . . *,F-2

Consent of Independent Accountants . . . . . . . . . . . . . . . . . . . . F-3

Schedules**

II-Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . F-4

* The financial statements and notes thereto together
with the Report of Independent Accountants on pages 12
through 24 of the 1995 Annual Report to Shareholders
are incorporated herein by reference.

** Schedules other than the schedule listed above have
been omitted because of the absence of the conditions
under which they are required or because the required
information is presented in the financial statements or
the notes thereto.

REPORT OF INDEPENDENT ACCOUNTANTS

Our report on the consolidated financial statements of Calton,
Inc. and Subsidiaries, dated January 12, 1996, on our audits of
the consolidated financial statements which includes an
explanatory paragraph regarding the financial statements at May
31, 1993 being reflected at estimated fair market value in
accordance with the American Institute of Certified Public
Accountants Statement of Position 90-7 and the financial
statements for the years ended November 30, 1995 and 1994 and the
six month period ended November 30, 1993 are not comparable to
May 31, 1993 and prior thereto, has been incorporated by
reference in this Form 10-K from page 24 of the 1995 Annual
Report to Shareholders of Calton, Inc. In connection with our
audits of such financial statements, we have also audited the
related financial statement schedules listed in the Index on page
F-1 of this Form 10-K.

In our opinion, the financial statement schedules referred to
above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material
respects, the information required to be included therein.

Coopers & Lybrand L.L.P.
/s/Coopers & Lybrand

Princeton, New Jersey
January 12, 1996

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration
Statements of Calton, Inc. and Subsidiaries on Form S-8 (Nos. 33-
35176 and 33-75184) of our report which includes an explanatory
paragraph regarding the financial statements at May 31, 1993
being reflected at estimated fair market value in accordance with
the American Institute of Certified Public Accountants Statement
of Position 90-7 and the financial statements for the years ended
November 30, 1995 and 1994 and the six month period ended
November 30, 1993 are not comparable to May 31, 1993 and prior
thereto, dated January 12, 1996 on our audits of the consolidated
financial statements and financial statement schedules of Calton,
Inc. and Subsidiaries as of November 30, 1995 and 1994 and for
the years ended November 30, 1995 and 1994 and the six month
periods ended November 30, 1993 and May 31, 1993 which report has
been incorporated by reference in this Annual Report on Form 10-
K.

Coopers & Lybrand L.L.P.
/s/Coopers & Lybrand

Princeton, New Jersey
February 27, 1996

SCHEDULE II

CALTON, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(Amounts in Thousands)

Additions
Balance at Charged to Charge to Balance
Beginning Costs and Other At End
Description of Period Expenses Accounts Deductions of Period

Six month period ended
May 31, 1993:
Net realizable value
reserves for inventory $12,884 $ 2,200 $23,517 (A) $38,601 (B) $ --
Valuation allowance for net
deferred tax asset $21,798 $18,722 (C) $ -- $ -- $40,520
Six month period ended
November 30, 1993:
Net realizable value
reserves for inventory $ -- $ -- $ -- $ -- $ --
Valuation allowance for net
deferred tax asset $40,520 $ -- $ 1,451 $ 2,606 $39,365
Year ended November 30, 1994:
Net realizable value
reserves for inventory $ -- $ 400 $ -- $ -- $ 400
Valuation allowance for net
deferred tax asset $39,365 $ -- $ -- $ 2,473 $36,892
Year ended November 30, 1995:
Net realizable value
reserves for inventory $ 400 $ 1,593 $ -- $ -- $ 1,993
Valuation allowance for net
deferred tax asset $36,892 $ -- $ -- $18,245 (D) $18,647

(A) Represents $23,517,000 of fresh-start reserves charged to Reorganization
Costs.

(B) Represents the revaluation of inventory to reflect estimated fair market
value in accordance with the American Institute of Certified Public
Accountants Statement of Position 90-7.

(D) Represents the impact of the recalculation of the Section 382 limitation
and the utilization against taxable income attributable to Talcon, L.P.

INDEX TO EXHIBITS

2. Plan of Reorganization of the Registrant and Subsidiaries
incorporated by reference to Exhibit 2 to Amendment No. 1 to
Form S-1 Registration Statement under the
Securities act of 1933, Registration No. 33-60022.

3.1 Amended and Restated Certificate of Incorporation of the
Registrant filed with the Secretary of State, State of New Jersey
on May 28, 1993, incorporated by reference to Exhibit 3.2 to
Amendment No. 1 to Form S-1 Registration Statement under the
Securities Act of 1933, Registration No. 33-60022 and Certificate
Amendment to Amended and Restated Certificate of Incorporation of
Registrant filed with the Secretary of State, State of New Jersey
on April 27, 1994, incorporated by reference to Exhibit
3(b) to Form S-1 Registration Statement under the Securities
Act of 1933, Registration No. 33-76312.

3.2 By Laws of Registrant, as amended, incorporated by reference to
Exhibit 3.1 of Form 10-K of Registrant for the fiscal year ended
November 30, 1990.

4. Amended and Restated Loan and Security Agreement dated as of May 28,
1993, among the Registrant, Calton Funding, Inc. and a group of
financial institutions, incorporated by reference to Exhibit 4 to
Amendment No. 1 to Form S-1 Registration Statement under
the Securities Act of 1933, Registration No. 33-60022, the First,
Second and Third Amendments to such Amended and Restated Loan and
Security Agreement, incorporated by reference to Exhibit 4 to
Form 10-K of Registrant for the fiscal year ended November
30, 1993, Fourth Amendment to such Amended and Restated Loan
Agreement, incorporated by reference to Exhibit 10.7(b) to Amendment
No. 2 to Form S-1 Registration Statement under the Securities Act of
1933, Registration No. 33-76312,Fifth Amendment to such Amended and
Restated Loan and Security Agreement incorporated by reference to
Exhibit 4 to Form 10-K of Registrant for the fiscal year ended November
30, 1994, Sixth Amendment to such Loan and Security Agreement and
Seventh Amendment to such Loan and Security Agreement.

10.1 Registration Rights Agreement dated as of May 28, 1993 between
the Registrant and certain securityholders, incorporated by reference
to Exhibit 10.1 to Amendment No. 1 to Form S-1 Registration Statement
under the Securities Act of 1933, Registration No. 33-60022.

(*)10.3 Registrant's Amended and Restated 1993 Non-Qualified Stock Option Plan.

(*)10.4 Incentive Compensation Plan of Registrant incorporated by
reference to Exhibit 10.4 of Form 10-K of Registrant for the fiscal
year ended November 30, 1994.

(**)10.5 Executive Employment Agreement dated as of January 26, 1994
between Registrant and Douglas T. Noakes incorporated by reference
to Exhibit 10.6 of Form 10-K of Registrant for the fiscal year ended
November 30, 1993 and Amendment thereto dated November 21, 1995.

(*)10.6 Severance Policy for Senior Executives of Registrant
incorporated by reference to Exhibit 10.6 of Form 10-K of
Registrant for the fiscal year ended November 30, 1994.

(**)10.7 Executive Employment Agreement dated as of November 21, 1995
between Registrant and Anthony J. Caldarone.

(**)10.8 Supplemental Executive Compensation Agreement dated as of May
12, 1995 between the Registrant and Douglas T. Noakes.

(**)10.9 Supplemental Executive Compensation Agreement dated as of May
12, 1995 between the Registrant and Bradley A. Little. An agreement
substantially identical in term and content and executed by the
Registrant and Robert A. Fourniadis has not been reproduced herein.

13. Certain pages of Registrant's 1995 Annual Report to Shareholders which,
except for those portions expressly incorporated herein by
reference, are not deemed filed a part hereof.

21. Subsidiaries of the Registrant.

27. Financial Data Schedule.

(*) Constitutes a compensatory plan required to be filed as an
exhibit pursuant to Item 14(c) of Form 10-K.

(**) Constitutes a management contract required to be filed pursuant
to Item 14(c) of Form

10-K SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

EXHIBITS

filed with

ANNUAL REPORT

FORM 10-K

CALTON, INC.

1995