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                                                                    Exhibit 10.1

                                 FIRST AMENDMENT
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                                       TO
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                          M/I SCHOTTENSTEIN HOMES, INC.
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                                      1993
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                              STOCK INCENTIVE PLAN
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                                   AS AMENDED
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WHEREAS, M/I Schottenstein Homes, Inc. ("Company") adopted the M/I Schottenstein
Homes, Inc. 1993 Stock Incentive Plan ("Plan") to provide additional incentive
compensation to selected directors, executives, key employees, consultants and
advisers;

WHEREAS, the Plan was amended and restated in 1999;

WHEREAS, the Company wants to make additional changes to the Plan;

NOW, THEREFORE, effective on the date written below, the Plan is amended as
shown below:

1.       Section 6(b) is amended to read, in its entirety, as follows:

         (b)      Restrictions. Among other restrictions and conditions, the
                  Committee may, in its discretion at the time of an Award of
                  Restricted Stock, impose a substantial risk of forfeiture of
                  such Restricted Stock by the Participant, and such
                  restrictions on the transfer or disposition of such Restricted
                  Stock (such as, without limitation, requiring that such shares
                  become transferable or subject to disposition by participant
                  only in installments over a period of time) as the Committee
                  may deem appropriate. Also, regardless of any other Plan
                  provision (except Section 6(e)), these restrictions will not
                  lapse for at least (i) three years after the Restricted Stock
                  is awarded (except in the case of the Participant's death,
                  disability or retirement) in the case of Awards which are not
                  designed to qualify for the Performance-Based Exception or
                  (ii) one year after the Restricted Stock is awarded (except in
                  the case of the Participant's death, disability or retirement)
                  in the case of Awards to Named Executive Officers which are
                  designed to qualify for the Performance-Based Exception. Any
                  restrictions imposed by the Committee shall be set forth in a
                  Restricted Stock Agreement.

2.       Section 6(d) is amended to read, in its entirety, as follows:

         (d)      Waiver of Restrictions. If a substantial risk of forfeiture or
                  restriction on transfer or disposition of Restricted Stock are
                  imposed, the Committee may, in its sole discretion,
                  accelerate, in whole or in part, the time of termination of
                  such risk or restrictions with respect to any Participant has
                  died, become disabled, retires or if there is a Change of
                  Control as described in Section 6(e); otherwise, the Committee
                  shall not accelerate the time of termination of such risk or
                  such restrictions.

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3.       Section 7(b)(i) is amended to read, in its entirety, as follows:

          (i)     With respect to any NSQO granted to an employee of the
                  Employer, the exercise price shall be no less than one hundred
                  percent (100%) of Fair Market Value on the Date of Grant.

4.       Section 7 is further amended by the addition of the following new
         subsection:

         (k)     Limits on Options Issued. Notwithstanding any other provision
                 of this Plan, Directors who are not also employees of the
                 Employer may not receive, in any one year, options to purchase
                 more than 20,000 shares of Common Stock in the aggregate,
                 subject to adjustment under Section 10.

IN WITNESS WHEREOF, the Company has caused this amendment to be executed
effective this 11th day of August, 1999.


                                              M/I SCHOTTENSTEIN HOMES, INC.

                                              By: /s/ Irving E. Schottenstein
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                                                  Irving E. Schottenstein,
                                                  Chief Executive Officer