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<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): August 4, 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 August 4, 2004, Avatar Holdings Inc. issued a press release  announcing
its results for the quarter ended June 30, 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: August 4, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>e18716ex99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1

                Avatar Holdings Reports Second Quarter Results

    CORAL GABLES, Fla., Aug. 4 /PRNewswire-FirstCall/ -- Avatar Holdings Inc.
(Nasdaq: AVTR) today reported net income of $18,155,000 ($2.02 per share,
diluted) on revenues of $166,561,000 for the six months ended June 30, 2004,
compared to net income of $1,745,000 ($0.20 per share, diluted) on revenues of
$107,476,000 for the six months ended June 30, 2003.
    For the three months ended June 30, 2004 Avatar reported net income of
$9,771,000 ($1.16 per share, diluted) on revenues of $88,560,000 compared to a
net loss of $277,000 ($0.03 per share, diluted) on revenues of $57,243,000 for
the same period in 2003.
    On June 1, 2004, Avatar closed on the sale of its cable television
operations in Poinciana, Florida, for a sales price of $6,175,000, subject to
certain adjustments.  Net income includes income of $3,936,000 and $2,300,000
from discontinued operations for the six and three months ended June 30, 2004,
and losses of $60,000 and $33,000 for the comparable periods in 2003.
Discontinued operations were the foregoing cable television operations and the
Harbor Islands marina, which was sold in February 2004.

                  Primary and Active Adult Homebuilding Data
                           Six Months Ended June 30

    Closings                             2004           2003            2002
      Number of Units                     738            516             441
      Aggregate Dollar Volume   $ 152,718,000   $ 94,291,000    $ 71,982,000
      Average Price Per Unit        $ 206,935      $ 182,734       $ 163,224
    Contracts Signed (Sold)
      Number of Units                   1,256            810             577
      Aggregate Dollar Volume   $ 298,628,000  $ 162,570,000   $ 109,315,000
      Average Price Per Unit        $ 237,761      $ 200,704       $ 189,454
    Backlog
      Number of Units                   1,896          1,107             674
      Aggregate Dollar Volume   $ 437,677,000  $ 234,664,000   $ 145,082,000
      Average Price Per Unit        $ 230,842      $ 211,982        $215,255

     The foregoing chart does not include 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 six
months ended June 30, 2004, 435 units were sold totaling $89,492,000, an
average price of $205,729, compared to 297 units, totaling $60,428,000, an
average price of $203,461, for the six months ended June 30, 2003.
     At Avatar's Central Florida community of Bellalago, 220 units were sold
totaling $67,180,000, an average price of $305,363, for the six months ended
June 30, 2004; compared to 123 units totaling $26,042,000, an average price of
$211,724, for the comparable period of 2003.
     For Avatar's Central Florida primary homebuilding activities in
Poinciana, 438 units were sold totaling $72,415,000, an average price of
$165,331, during the six months ended June 30, 2004; compared to 338 units

totaling $45,821,000, an average price of $135,565, for the six months ended
June 30, 2003.
     At Cory Lake Isles in Tampa, Florida, where sales commenced in the third
quarter of 2003, 118 units totaling $40,290,000, an average price of $341,441,
were sold during the six months ended June 30, 2004.
     At Harbor Islands, the backlog at June 30, 2004 was 26 units totaling
$44,399,000.  As of June 30, 2004, only six units remained for sale.  It is
anticipated that closings of all units at Harbor Islands will be completed by
mid-2005.
     As of June 30, 2004, the joint venture for Ocean Palms sold 219 of the
240 units at an aggregate sales volume of $179,715,000.  Results of operations
include recognition under the percentage completion method of accounting for
Avatar's equity interest in Ocean Palms.  Avatar's proportionate share of pre-
tax profits was $5,984,000 and $2,943,000 for the six and three months ended
June 30, 2004, compared to losses of $599,000 and $295,000 for the six and
three months ended June 30, 2003.  It is anticipated that closings will
commence in late fourth quarter 2005.

    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 development; the level of immigration and
in-migration into 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 greater detail in Avatar's
filings with the Securities and Exchange Commission, including its Annual
Report on Form 10-K for the fiscal year ended December 31, 2003.

         SELECTED FINANCIAL DATA FOR THE SIX MONTHS AND THREE MONTHS
                         ENDED JUNE 30, 2004 AND 2003
          (Unaudited -- Dollars in thousands except per share data)

                                          Six Months            Three Months
                                       2004        2003        2004      2003

    Revenues                        $166,561    $107,476     $88,560   $57,243

    Income (loss) from continuing
     operations before income taxes  $21,832      $2,836     $11,361    ($338)

    Income (loss) from continuing
     operations after income taxes   $14,219      $1,805      $7,471    ($244)

    Income (loss) from discontinued
     operations (including gain on
     disposal in 2004)                $3,936       ($60)      $2,300     ($33)

    Net income (loss)                $18,155      $1,745      $9,771    ($277)

    Basic EPS:
      Income from continuing
       operations after income tax     $1.61       $0.21       $0.90   ($0.03)
      Income (loss) from discontinued
       operations                       0.45      (0.01)        0.28        --
    Net income (loss)                  $2.06       $0.20       $1.18   ($0.03)

    Diluted EPS:
      Income from continuing
       operations after income tax     $1.58       $0.20       $0.89   ($0.03)
      Income (loss) from discontinued
       operations                       0.44          --        0.27        --

    Net income (loss)                  $2.02       $0.20       $1.16   ($0.03)


Selected Balance Sheet Data
                             June 30, 2004      December 31, 2003

Cash and cash equivalents     $    84,403        $     24,600

Total assets                  $   473,559        $    362,719

Total stockholders' equity    $   243,222        $    265,899

Book value per share          $     29.40        $      28.32

SOURCE  Avatar Holdings Inc.
    -0-                             08/04/2004
    /CONTACT:  Juanita I. Kerrigan, Avatar Holdings Inc., +1-305-442-7000/
    /Web site:  http://www.avatarhomes.com/
    (AVTR)

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

</TEXT>
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