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<CONFORMED-NAME>AVATAR HOLDINGS INC
<CIK>0000039677
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<STREET1>201 ALHAMBRA CIRCLE
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<FILENAME>e17814_8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
================================================================================

                                    FORM 8-K
                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                   ----------

          Date of Report (Date of Earliest Event Reported): May 6, 2004

                              AVATAR HOLDINGS INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                    Delaware
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

         0-7616                                        23-1739078
------------------------                    ------------------------------------
(Commission File Number)                    (I.R.S. Employer Identification No.)

                  201 Alhambra Circle
                 Coral Gables, Florida                             33134
       ----------------------------------------                  ----------
       (Address of Principal Executive Offices)                  (Zip Code)

                                 (305) 442-7000
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

          ____________________________________________________________
          (Former Name or Former Address, if Changed Since Last Report)

================================================================================

<PAGE>

Item 9. Regulation FD Disclosure

      The information  furnished pursuant to Item 12, "Results of Operations and
Financial Condition", is incorporated herein by reference.

Item 12. Results of Operations and Financial Condition

      On May 6, 2004, Avatar Holdings Inc. issued a press release announcing its
results for the quarter  ended March 31, 2004.  A copy of that press  release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.

      The information in this report, including the exhibit hereto, shall not be
deemed to be  "filed"  for the  purposes  of Section  18 of the  Securities  and
Exchange Act of 1934, or otherwise  subject to the  liabilities of that Section.
The  information  in this report,  including  the exhibit  hereto,  shall not be
incorporated  by  reference  into any  filing  of the  registrant  with the SEC,
whether  made  before  or  after  the date  hereof,  regardless  of any  general
incorporation  language  in such  filings  (unless the  registrant  specifically
states that the information or exhibit in this particular report is incorporated
by reference).

<PAGE>

                                    SIGNATURE

      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 hereunto duly authorized.

                                         AVATAR HOLDINGS INC.

                                         By: /s/ Juanita I. Kerrigan
                                             -----------------------------------
                                             Name:  Juanita I. Kerrigan
                                             Title: Vice President and Secretary

Date: May 6, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>e17814ex99_1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

                                                                    Exhibit 99.1

               Avatar Reports First Quarter Results of Operations

    CORAL GABLES, Fla., May 6 /PRNewswire-FirstCall/ -- Avatar Holdings Inc.
(Nasdaq: AVTR) today reported net income of $8,384,000 on revenues of
$81,357,000 for the quarter ended March 31, 2004, compared to net income of
$2,022,000 on revenues of $50,541,000 for the quarter ended March 31, 2003.
    Results for the first quarter of 2004 include net income of $1,697,000
from the February 2004 sale of the marina at Harbor Islands in Hollywood,
Florida.

                  Primary and Active Adult Homebuilding Data


    Closings                               3/31/04      3/31/03      3/31/02
        Number of Units                        354          230          217
        Aggregate Dollar Volume        $72,443,000  $42,693,000  $31,333,000
        Average Price Per Unit            $204,641     $185,622     $144,392
     Contracts Signed, net of
      cancellations
        Number of Units                        549          414          293
        Aggregate Dollar Volume       $133,599,000  $81,479,000  $56,416,000
        Average Price Per Unit            $243,350     $196,809     $192,546
     Backlog
       Number of Units                       1,573          997          614
       Aggregate Dollar Volume        $352,922,000 $205,173,000 $132,812,000
       Average Price Per Unit             $224,362     $205,790     $216,306

    The foregoing chart does not reflect sales at Ocean Palms, a 38-story,
240-unit highrise condominium under construction in Hollywood, Florida, in
which Avatar has a 50% equity interest.

    At Solivita, Avatar's Central Florida active adult community, for the
first quarter of 2004, 192 units were sold totalling $39,647,000, an average
price of $206,495; compared to 154 units, totalling $30,970,000, an average
price of $201,104, for the first quarter of 2003.
    At Avatar's Central Florida community of Bellalago, 100 units were sold
totalling $28,058,000, an average price of $280,580, for the first quarter of
2004; compared to 62 units totalling $12,246,000, an average price of
$197,516, for the first quarter of 2003.
    For Avatar's Central Florida primary homebuilding activities in Poinciana,
183 units were sold totalling $30,366,000, an average price of $165,934,
during the first quarter of 2004; compared to 162 units totalling $22,089,000,
an average price of $136,351, during the first quarter of 2003.
    At Cory Lake Isles in Tampa, Florida, where sales commenced in the third
quarter of 2003, 53 units totalling $16,250,000, an average price of $306,604,
were sold during the first quarter of 2004.
    Since commencement of sales in 2003, through March 31, 2004, the Ocean
Palms joint venture has sold 208 units at an aggregate sales volume of
$165,915,000.  Results of operations include recognition under the percentage
completion method of accounting for Avatar's equity interest.  Avatar's
proportionate share of pre-tax profits was $3,041,000 for the first quarter of
2004, compared to a loss of $304,000 for the first quarter of 2003.  It is
anticipated that closings will commence in late fourth quarter 2005.
    At Harbor Islands, the backlog at March 31, 2004 was 30 units totalling
$47,567,000.  With nine units remaining for sale, it is anticipated that
Harbor Islands will be completed during 2005.
    On March 30, 2004, Avatar issued $120,000,000 principal amount of 4.50%
Senior Convertible Notes due 2024, in a private offering to qualified
institutional buyers.  In conjunction with the offering, Avatar purchased
1,141,400 shares of its Common Stock at an aggregate price of approximately
$43,000,000.  The balance of the proceeds will be used for general corporate
purposes.
    Avatar Holdings Inc. is primarily engaged in real estate operations in
Florida and Arizona.  Its principal real estate operations are conducted at
Poinciana, Solivita and Bellalago in central Florida near Orlando, Harbor
Islands on Florida's east coast, Cory Lake Isles in Tampa, Florida, and at Rio
Rico, south of Tucson, AZ.  Avatar's common shares trade on The Nasdaq Stock
Market under the symbol AVTR.

    Certain statements discussed herein constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995.  Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or achievements of results to differ materially from any future
results, performance or achievements expressed or implied by such forward-
looking statements.  Such risks, uncertainties and other important factors
include, among others: the successful implementation of Avatar's business
strategy; shifts in demographic trends affecting demand for active adult
communities and other real estate; the level of immigration and in-migration
into the areas in which Avatar conducts real estate activities; international
(in particular Latin America), national and local economic conditions and
events, including employment levels, interest rates, consumer confidence, the
availability of mortgage financing and demand for new and existing housing;
access to future financing; geopolitical risks; competition; changes in, or
the failure or inability to comply with, government regulations; and other
factors as are described in Item 7 (Management's Discussion and Analysis of
Financial Condition and Results of Operations) of Avatar's Form 10-K.


              SELECTED FINANCIAL DATA FOR THE THREE MONTHS ENDED

                           MARCH 31, 2004 AND 2003

           (Unaudited - Dollars in thousands except per share data)

                                                        2004           2003

    Revenues                                         $81,357       $ 50,541

     Income from continuing operations
      before income taxes                            $10,410         $3,141


     Income from continuing operations
      after income taxes                              $6,687         $2,032


     Income (loss) from discontinued
      operations (including gain on disposal)         $1,697          ($10)

     Net income                                       $8,384         $2,022

    Basic EPS:

     Income from continuing operations
      after income taxes                               $0.72          $0.23
     Income from discontinued operations                0.18             --

     Net income                                        $0.90          $0.23

    Diluted EPS:

     Income from continuing operations
      after income taxes                               $0.70          $0.23
     Income from discontinued operations                0.18             --
     Net Income                                        $0.88          $0.23



    Selected Balance Sheet Data
                                      March 31, 2004      December 31, 2003

    Cash and cash equivalents                $93,042               $24,600

    Total assets                            $462,165              $362,719

    Total stockholders' equity              $229,289              $263,649

    Book value per share                      $27.79                $28.08


SOURCE  Avatar Holdings Inc.
    -0-                             05/06/2004
    /CONTACT:  Juanita I. Kerrigan, Avatar Holdings, +1-305-442-7000 /
    /Web site:  http://www.avatarhomes.com /
    (AVTR)

CO:  Avatar Holdings Inc.
ST:  Florida
IN:  CST RLT
SU:  ERN






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