<PAGE>
        As filed with the Securities and Exchange Commission on February 8, 2002
                                                      Registration No. _________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                               WILLIAM LYON HOMES
             (Exact name of registrant as specified in its charter)

          DELAWARE                                      33-0864902
  (State of Incorporation)               (I.R.S. employer identification number)

4490 VON KARMAN AVENUE, NEWPORT BEACH, CALIFORNIA                92660
     (Address of Principal Executive Office)                   (Zip Code)

                               WILLIAM LYON HOMES
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                           (Full Title of the "Plans")

            WADE H. CABLE                                  Copy to:
President and Chief Operating Officer              RICHARD M. SHERMAN, ESQ.
          WILLIAM LYON HOMES                         IRELL & MANELLA LLP
        4490 Von Karman Avenue              840 Newport Center Drive, Suite 400
   Newport Beach, California 92660            Newport Beach, California 92660
            (949) 833-3600                             (949) 760-0991

(Name, address including zip code and telephone number, including area code, of
                        registrants' agent for service)


<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                           PROPOSED           PROPOSED
                                                           MAXIMUM            MAXIMUM
         TITLE OF                  AMOUNT TO BE         OFFERING PRICE        AGGREGATE           AMOUNT OF
SECURITIES TO BE REGISTERED       REGISTERED (1)         PER SHARE (2)     OFFERING PRICE     REGISTRATION FEE
==============================================================================================================
<S>                               <C>                   <C>                <C>                 <C>
Executive Deferral Obligations     $10,000,000                100%           $10,000,000          $ 920.00
==============================================================================================================
</TABLE>


(1)     The Executive Deferral Obligations are unsecured obligations of Williams
        Lyon Homes to pay deferred compensation in the future in accordance with
        the terms of the Williams Lyon Homes Executive Deferred Compensation
        Plan.

(2)     Pursuant to Rule 457(h), estimated solely for purposes of calculating
        the registration fee.

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

<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act and the Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The documents below are incorporated by reference in this Registration
Statement on Form S-8. In addition, all documents subsequently filed by
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.

        (a)    Registrant's Annual Report on Form 10-K for the year ended
               December 31, 2000; and

        (b)    Registrant's Quarterly Reports on Form 10-Q for the three month
               periods ended March 31, 2001, June 30, 2001, and September 30,
               2001.

        Any statement contained herein or in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such prior statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Under the William Lyon Homes Executive Deferred Compensation Plan (the
"Executive Deferral Plan"), the Registrant will provide a select group of
management and highly compensated employees of the Registrant and its affiliates
the opportunity to enter into agreements for the deferral of a specified
percentage of their compensation. The obligations of the Registrant under such
agreements (the "Executive Deferral Obligations") will be unsecured general
obligations of the Registrant to pay the deferred compensation in the future in
accordance with the terms of the Executive Deferral Plan and will rank pari
passu with other unsecured and unsubordinated indebtedness of the Registrant
from time to

<PAGE>
time outstanding. The amount of Executive Deferral Obligations being registered
is $10,000,000.

        To participate in the Executive Deferral Plan in a particular year,
eligible employees must enroll in the Executive Deferral Plan and select the
percentage of deferral, generally before the beginning of that calendar year.
The amount of compensation to be deferred by each participating employee
("Participant") will be determined in accordance with the Executive Deferral
Plan based on election by the Participant. Participants may elect to defer any
whole percentage of their base salary and bonus, so long as such percentage does
not exceed twenty percent (20%) annually, and the amount deferred is not less
than Ten Thousand Dollars ($10,000.00). The Registrant may make discretionary
contributions to the Plan in addition to amounts deferred by Participants.

        The Executive Deferral Obligations will be deemed invested in one or
more investment options, which will be individually chosen by each Participant
from a list of investment alternatives (currently six selections). Each
Participant's deferred compensation account will be adjusted to reflect the
investment performance of the selected investment, including any appreciation or
depreciation. Gains or losses are posted to the Participant's account at the end
of every calendar quarter, or more frequently if determined by the Registrant's
Board of Directors. The investment alternatives are for bookkeeping purposes
only, and the Registrant is not obligated to invest the deferred compensation in
the investment alternatives specified by the Participants.

        The Board of Directors of the Registrant is charged with the general
administration of the Executive Deferral Plan and the Executive Deferral
Obligations. However, if the Registrant undergoes a "Change in Control" (as
defined in the Plan), the Plan will be administered by a committee of the
individuals who were members of the Registrant's Board of Directors 90 days
before the Change in Control, with any vacancy in such committee being filled by
a person selected by the other members of the committee.

        No trustee has been appointed having the authority to take action with
respect to the Executive Deferral Obligations and each Participant will be
responsible for acting independently with respect to, among other things, the
giving of notices, responding to any requests for consents, waivers or
amendments pertaining to the Executive Deferral Obligations, enforcing covenants
and taking action upon a default. The Registrant will, however, establish a
grantor ("rabbi") trust as described below.

        The Executive Deferral Obligations will be distributed by the Registrant
in accordance with the terms of the Executive Deferral Plan and upon the
following circumstances: upon a date selected by a Participant (the date
selected must be no earlier than the January 1 of the third calendar year after
the election is made), termination of employment, death or disability,
termination of the Executive Deferral Plan, or upon the occurrence of certain
hardship circumstances. In addition, the Registrant may distribute the vested
amounts credited to Participants' accounts if there is a determination by the
Internal Revenue Service or a court that amounts credited to the Participants'
account are includable in the gross incomes of the Participants or their
beneficiaries or if there is a determination by the Department of Labor or a
court that the Plan is subject to Part 2, 3 or 4 of Title I of the Employee
Retirement Income Security Act of 1974, as amended. Also, a Participant may



                                      -2-
<PAGE>
elect to receive 90% of his Executive Deferral Obligation at any time, in which
case the remaining 10% of his Executive Deferral Obligation will be permanently
forfeited.

        A Participant's right or the right of any other person to the Executive
Deferral Obligations cannot be assigned, transferred, anticipated or otherwise
encumbered.

        The Registrant has the right to amend or terminate the Executive
Deferral Plan at any time without notice to or consent of any person. However,
no such amendment or termination shall reduce (i) the amount credited to the
Participant's account; and (ii) the participant's vested percentage in the
Registrant's discretionary contributions and any deemed investment earnings,
gains, losses and changes in value credited on such discretionary contributions.
If the Executive Deferral Plan is terminated, benefits will be distributed in
one lump sum. The Executive Deferral Plan may also be amended at any time, to
the extent that in the opinion of the Registrant, the amendment is necessary to
ensure that the Plan will be characterized as a plan maintained for a select
group of management or highly compensated employees as described in sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974, as amended, and the Internal Revenue Code of 1986, as amended. No such
amendment shall be considered prejudicial to any interest of a Participant or a
beneficiary designated by a Participant.

        The Executive Deferral Obligations are not convertible into any other
security of the Registrant. The Registrant is required to establish a grantor
trust, of which the Registrant is the grantor, within the meaning of subpart E,
part I, subchapter J, subtitle A of the Internal Revenue Code of 1986, as
amended (commonly referred to as a "rabbi" trust). In the event of the
Registrant's bankruptcy or insolvency, Participants have no rights to any assets
held by such grantor trust, except as general creditors of the Registrant. The
amounts to be contributed to the grantor trust will be determined by the
Registrant in its discretion.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Legal matters in connection with the issuance and sale of the securities
registered hereby will be passed upon for the Registrant by Irell & Manella LLP.
Richard Sherman, Esq., a partner in Irell & Manella LLP, is the trustee of The
William Lyon Harwell Trust which beneficially owns 1,749,259 shares of common
stock of the Registrant. William Harwell Lyon, a Director of the Registrant and
an employee of a wholly-owned subsidiary of the Registrant, is the sole
beneficiary of The William Lyon Harwell Trust.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify such person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent of
the corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if such
person acted in



                                      -3-
<PAGE>
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.

        Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.

        As permitted by Section 102(b)(7) of the DGCL, Article VII of
Registrant's Certificate of Incorporation provides that no director of
Registrant shall be personally liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty to the fullest extent permitted by
the DGCL.

        As permitted by Section 145 of the DGCL, Article IX of Registrant's
Certificate of Incorporation provide that Registrant shall indemnify, to the
fullest extent not prohibited by law, any current or former directors, officers,
employees and agents who are made, or are threatened to be made, parties to any
action, suit or proceeding. Section 10.2 of Registrant's Bylaws also provides
that officers and directors of Registrant shall be indemnified to the fullest
extent permitted by applicable law and Section 10.6 of the Bylaws permits
Registrant to indemnify its employees and agents to the same extent.

        Registrant maintains insurance policies under which its directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been directors or officers of Registrant. Registrant also entered into
agreements to indemnify Registrant's directors and executive officers, in
addition to the indemnification provided for in Registrant's Certificate of
Incorporation and Registrant's Bylaws.

        The Delaware General Corporation Law permit and the Registrant's
Certificate of Incorporation and Bylaws provide for the indemnification of the
Registrant's directors and officers. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers
or persons controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        4.1    William Lyon Homes Executive Deferred Compensation Plan



                                      -4-
<PAGE>
        4.2    Registrant's Articles of Incorporation (incorporated by reference
               to Exhibit 3.1 to Registrant's Registration Statement on Form S-4
               (Registration No. 333-885869)

        4.3    Registrant's Bylaws (incorporated by reference to Exhibit 3.2 to
               Registrant's Registration Statement on Form S-4 (Registration No.
               333-885869)

        5.     Opinion of Irell & Manella LLP

        23.1   Consent of Ernst & Young LLP, Independent Auditors

        23.2   Consent of Irell & Manella LLP (included in Exhibit 5)

        24.    Powers of Attorney (included on the signature page of this
               Registration Statement

ITEM 9. UNDERTAKINGS.

        (a)    The undersigned Registrant hereby undertakes:

               (1)    To file, during any period in which offers or sales are
                      being made, a post-effective amendment to this
                      Registration Statement:

                      (i)    to include any prospectus required by Section
                             10(a)(3) of the Securities Act;

                      (ii)   to reflect in the prospectus any facts or events
                             arising after the effective date of this
                             Registration Statement (or the most recent
                             post-effective amendment thereof) which,
                             individually or in the aggregate, represent a
                             fundamental change in the information set forth in
                             this Registration Statement;

                      (iii)  to include any material information with respect to
                             the plan of distribution not previously disclosed
                             in this Registration Statement or any material
                             change to such information in this Registration
                             Statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by Registrant pursuant to Section 13 or
               Section 15(d) of the Exchange Act that are incorporated by
               reference in this Registration Statement.

               (2)    That, for the purpose of determining any liability under
                      the Securities Act, each such post-effective amendment
                      shall be deemed to be a new registration statement
                      relating to the securities offered therein, and the
                      offering of such securities at that time shall be deemed
                      to be the initial bona fide offering thereof.



                                      -5-
<PAGE>
               (3)    To remove from registration by means of a post-effective
                      amendment any of the securities being registered that
                      remain unsold at the termination of the offering.

        (b)    The undersigned Registrant hereby undertakes that, for purposes
               of determining any liability under the Securities Act, each
               filing of Registrant's annual report pursuant to Section 13(a) or
               Section 15(d) of the Exchange Act that is incorporated by
               reference in this Registration Statement shall be deemed to be a
               new registration statement relating to the securities offered
               therein, and the offering of such securities at that time shall
               be deemed to be the initial bona fide offering thereof.

        (c)    Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of Registrant pursuant to the foregoing
               provisions or otherwise, Registrant has been advised that in the
               opinion of the Securities and Exchange Commission, such
               indemnification is against public policy as expressed in the
               Securities Act and is, therefore, unenforceable. In the event
               that a claim for indemnification against such liabilities (other
               than the payment by Registrant of expenses incurred or paid by a
               director, officer or controlling person of Registrant in the
               successful defense of any action, suit or proceeding) is asserted
               by such director, officer or controlling person in connection
               with the securities being registered, Registrant will, unless in
               the opinion of its counsel the matter has been settled by
               controlling precedent, submit to a court of appropriate
               jurisdiction the question of whether such indemnification by it
               is against public policy as expressed in the Securities Act and
               will be governed by the final adjudication of such issue.



                                      -6-
<PAGE>
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on this 8th day
of February, 2002.

                                       WILLIAM LYON HOMES,
                                       a Delaware corporation


                                       By: /s/ Wade H. Cable
                                           -------------------------------------
                                           Wade H. Cable
                                           President and Chief Operating Officer



                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Wade H. Cable and Michael D. Grubbs, or
either of them, his or her true and lawful attorneys-in-fact and agents, each
with full power of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including without limitation
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, lawfully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that either of said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.



                                      -7-
<PAGE>
        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>
              SIGNATURE                              TITLE                        DATE
              ---------                              -----                        ----
<S>                                     <C>                              <C>
/s/ William Lyon                        Chairman of the Board and           February 6, 2002
---------------------------------       Chief Executive Officer
William Lyon                            (principal executive officer)


/s/ Michael D. Grubbs                   Senior Vice President and           February 6, 2002
---------------------------------       Chief Financial Officer
Michael D. Grubbs                       (principal financial officer)


/s/ Wade H. Cable                       Director and President and          February 6, 2002
---------------------------------       Chief Operating Officer
Wade H. Cable

/s/                                     Director                           February __, 2002
---------------------------------
James E. Dalton

/s/                                     Director                           February __, 2002
---------------------------------
Richard E. Frankel

/s/ William H. Lyon                     Director                            February 7, 2002
---------------------------------
William H. Lyon

/s/                                     Director                           February __, 2002
---------------------------------
William H. McFarland

/s/                                     Director                           February __, 2002
---------------------------------
Michael L. Meyer

/s/ Raymond A. Watt                     Director                            February 7, 2002
---------------------------------
Raymond A. Watt

/s/ Randolph W. Westerfield             Director                            February 8, 2002
---------------------------------
Randolph W. Westerfield
</TABLE>




                                      -8-
<PAGE>
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit               Description
-------               -----------
<S>                   <C>
4.1                   William Lyon Homes Executive Deferred Compensation Plan

4.2                   Registrant's Articles of Incorporation (incorporated by
                      reference to Exhibit 3.1 to Registrant's Registration
                      Statement on Form S-4 (Registration No. 333-885869)

4.3                   Registrant's Bylaws (incorporated by reference to Exhibit
                      3.2 to Registrant's Registration Statement on Form S-4
                      (Registration No. 333-885869)

5                     Opinion of Irell & Manella LLP

23.1                  Consent of Ernst & Young LLP, Independent Auditors

23.2                  Consent of Irell & Manella LLP (included in Exhibit 5)

24                    Powers of Attorney (included on the signature page of this
                      Registration Statement)
</TABLE>




                                      -9-
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{"company-data": {"conformed-name": "WILLIAM LYON HOMES", "cik": "0001095996", "assigned-sic": "1531", "irs-number": "330475923", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82448", "film-number": "02532505"}, "business-address": {"street1": "19 CORPORATE PLAZA", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "9496406400"}, "mail-address": {"street1": "19 CORPORATE PLAZA", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660"}, "former-company": [{"former-conformed-name": "PRESLEY COMPANIES/NEW", "date-changed": "19991115"}, {"former-conformed-name": "PRESLEY MERGER SUB INC", "date-changed": "19990929"}]}
As filed with the Securities and Exchange Commission on February 8, 2002
                                                      Registration No. _________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                               WILLIAM LYON HOMES
             (Exact name of registrant as specified in its charter)

          DELAWARE                                      33-0864902
  (State of Incorporation)               (I.R.S. employer identification number)

4490 VON KARMAN AVENUE, NEWPORT BEACH, CALIFORNIA                92660
     (Address of Principal Executive Office)                   (Zip Code)

                               WILLIAM LYON HOMES
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                           (Full Title of the "Plans")

            WADE H. CABLE                                  Copy to:
President and Chief Operating Officer              RICHARD M. SHERMAN, ESQ.
          WILLIAM LYON HOMES                         IRELL & MANELLA LLP
        4490 Von Karman Avenue              840 Newport Center Drive, Suite 400
   Newport Beach, California 92660            Newport Beach, California 92660
            (949) 833-3600                             (949) 760-0991

(Name, address including zip code and telephone number, including area code, of
                        registrants' agent for service)
CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                           PROPOSED           PROPOSED
                                                           MAXIMUM            MAXIMUM
         TITLE OF                  AMOUNT TO BE         OFFERING PRICE        AGGREGATE           AMOUNT OF
SECURITIES TO BE REGISTERED       REGISTERED (1)         PER SHARE (2)     OFFERING PRICE     REGISTRATION FEE
==============================================================================================================
Executive Deferral Obligations     $10,000,000                100%           $10,000,000          $ 920.00
==============================================================================================================
(1)     The Executive Deferral Obligations are unsecured obligations of Williams
        Lyon Homes to pay deferred compensation in the future in accordance with
        the terms of the Williams Lyon Homes Executive Deferred Compensation
        Plan.

(2)     Pursuant to Rule 457(h), estimated solely for purposes of calculating
        the registration fee.

================================================================================
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act and the Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The documents below are incorporated by reference in this Registration
Statement on Form S-8. In addition, all documents subsequently filed by
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.

        (a)    Registrant's Annual Report on Form 10-K for the year ended
               December 31, 2000; and

        (b)    Registrant's Quarterly Reports on Form 10-Q for the three month
               periods ended March 31, 2001, June 30, 2001, and September 30,
               2001.

        Any statement contained herein or in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such prior statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Under the William Lyon Homes Executive Deferred Compensation Plan (the
"Executive Deferral Plan"), the Registrant will provide a select group of
management and highly compensated employees of the Registrant and its affiliates
the opportunity to enter into agreements for the deferral of a specified
percentage of their compensation. The obligations of the Registrant under such
agreements (the "Executive Deferral Obligations") will be unsecured general
obligations of the Registrant to pay the deferred compensation in the future in
accordance with the terms of the Executive Deferral Plan and will rank pari
passu with other unsecured and unsubordinated indebtedness of the Registrant
from time to
time outstanding. The amount of Executive Deferral Obligations being registered
is $10,000,000.

        To participate in the Executive Deferral Plan in a particular year,
eligible employees must enroll in the Executive Deferral Plan and select the
percentage of deferral, generally before the beginning of that calendar year.
The amount of compensation to be deferred by each participating employee
("Participant") will be determined in accordance with the Executive Deferral
Plan based on election by the Participant. Participants may elect to defer any
whole percentage of their base salary and bonus, so long as such percentage does
not exceed twenty percent (20%) annually, and the amount deferred is not less
than Ten Thousand Dollars ($10,000.00). The Registrant may make discretionary
contributions to the Plan in addition to amounts deferred by Participants.

        The Executive Deferral Obligations will be deemed invested in one or
more investment options, which will be individually chosen by each Participant
from a list of investment alternatives (currently six selections). Each
Participant's deferred compensation account will be adjusted to reflect the
investment performance of the selected investment, including any appreciation or
depreciation. Gains or losses are posted to the Participant's account at the end
of every calendar quarter, or more frequently if determined by the Registrant's
Board of Directors. The investment alternatives are for bookkeeping purposes
only, and the Registrant is not obligated to invest the deferred compensation in
the investment alternatives specified by the Participants.

        The Board of Directors of the Registrant is charged with the general
administration of the Executive Deferral Plan and the Executive Deferral
Obligations. However, if the Registrant undergoes a "Change in Control" (as
defined in the Plan), the Plan will be administered by a committee of the
individuals who were members of the Registrant's Board of Directors 90 days
before the Change in Control, with any vacancy in such committee being filled by
a person selected by the other members of the committee.

        No trustee has been appointed having the authority to take action with
respect to the Executive Deferral Obligations and each Participant will be
responsible for acting independently with respect to, among other things, the
giving of notices, responding to any requests for consents, waivers or
amendments pertaining to the Executive Deferral Obligations, enforcing covenants
and taking action upon a default. The Registrant will, however, establish a
grantor ("rabbi") trust as described below.

        The Executive Deferral Obligations will be distributed by the Registrant
in accordance with the terms of the Executive Deferral Plan and upon the
following circumstances: upon a date selected by a Participant (the date
selected must be no earlier than the January 1 of the third calendar year after
the election is made), termination of employment, death or disability,
termination of the Executive Deferral Plan, or upon the occurrence of certain
hardship circumstances. In addition, the Registrant may distribute the vested
amounts credited to Participants' accounts if there is a determination by the
Internal Revenue Service or a court that amounts credited to the Participants'
account are includable in the gross incomes of the Participants or their
beneficiaries or if there is a determination by the Department of Labor or a
court that the Plan is subject to Part 2, 3 or 4 of Title I of the Employee
Retirement Income Security Act of 1974, as amended. Also, a Participant may

                                      -2-
elect to receive 90% of his Executive Deferral Obligation at any time, in which
case the remaining 10% of his Executive Deferral Obligation will be permanently
forfeited.

        A Participant's right or the right of any other person to the Executive
Deferral Obligations cannot be assigned, transferred, anticipated or otherwise
encumbered.

        The Registrant has the right to amend or terminate the Executive
Deferral Plan at any time without notice to or consent of any person. However,
no such amendment or termination shall reduce (i) the amount credited to the
Participant's account; and (ii) the participant's vested percentage in the
Registrant's discretionary contributions and any deemed investment earnings,
gains, losses and changes in value credited on such discretionary contributions.
If the Executive Deferral Plan is terminated, benefits will be distributed in
one lump sum. The Executive Deferral Plan may also be amended at any time, to
the extent that in the opinion of the Registrant, the amendment is necessary to
ensure that the Plan will be characterized as a plan maintained for a select
group of management or highly compensated employees as described in sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974, as amended, and the Internal Revenue Code of 1986, as amended. No such
amendment shall be considered prejudicial to any interest of a Participant or a
beneficiary designated by a Participant.

        The Executive Deferral Obligations are not convertible into any other
security of the Registrant. The Registrant is required to establish a grantor
trust, of which the Registrant is the grantor, within the meaning of subpart E,
part I, subchapter J, subtitle A of the Internal Revenue Code of 1986, as
amended (commonly referred to as a "rabbi" trust). In the event of the
Registrant's bankruptcy or insolvency, Participants have no rights to any assets
held by such grantor trust, except as general creditors of the Registrant. The
amounts to be contributed to the grantor trust will be determined by the
Registrant in its discretion.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Legal matters in connection with the issuance and sale of the securities
registered hereby will be passed upon for the Registrant by Irell & Manella LLP.
Richard Sherman, Esq., a partner in Irell & Manella LLP, is the trustee of The
William Lyon Harwell Trust which beneficially owns 1,749,259 shares of common
stock of the Registrant. William Harwell Lyon, a Director of the Registrant and
an employee of a wholly-owned subsidiary of the Registrant, is the sole
beneficiary of The William Lyon Harwell Trust.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify such person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent of
the corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if such
person acted in

                                      -3-
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.

        Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.

        As permitted by Section 102(b)(7) of the DGCL, Article VII of
Registrant's Certificate of Incorporation provides that no director of
Registrant shall be personally liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty to the fullest extent permitted by
the DGCL.

        As permitted by Section 145 of the DGCL, Article IX of Registrant's
Certificate of Incorporation provide that Registrant shall indemnify, to the
fullest extent not prohibited by law, any current or former directors, officers,
employees and agents who are made, or are threatened to be made, parties to any
action, suit or proceeding. Section 10.2 of Registrant's Bylaws also provides
that officers and directors of Registrant shall be indemnified to the fullest
extent permitted by applicable law and Section 10.6 of the Bylaws permits
Registrant to indemnify its employees and agents to the same extent.

        Registrant maintains insurance policies under which its directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been directors or officers of Registrant. Registrant also entered into
agreements to indemnify Registrant's directors and executive officers, in
addition to the indemnification provided for in Registrant's Certificate of
Incorporation and Registrant's Bylaws.

        The Delaware General Corporation Law permit and the Registrant's
Certificate of Incorporation and Bylaws provide for the indemnification of the
Registrant's directors and officers. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers
or persons controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        4.1    William Lyon Homes Executive Deferred Compensation Plan

                                      -4-
4.2    Registrant's Articles of Incorporation (incorporated by reference
               to Exhibit 3.1 to Registrant's Registration Statement on Form S-4
               (Registration No. 333-885869)

        4.3    Registrant's Bylaws (incorporated by reference to Exhibit 3.2 to
               Registrant's Registration Statement on Form S-4 (Registration No.
               333-885869)

        5.     Opinion of Irell & Manella LLP

        23.1   Consent of Ernst & Young LLP, Independent Auditors

        23.2   Consent of Irell & Manella LLP (included in Exhibit 5)

        24.    Powers of Attorney (included on the signature page of this
               Registration Statement

ITEM 9. UNDERTAKINGS.

        (a)    The undersigned Registrant hereby undertakes:

               (1)    To file, during any period in which offers or sales are
                      being made, a post-effective amendment to this
                      Registration Statement:

                      (i)    to include any prospectus required by Section
                             10(a)(3) of the Securities Act;

                      (ii)   to reflect in the prospectus any facts or events
                             arising after the effective date of this
                             Registration Statement (or the most recent
                             post-effective amendment thereof) which,
                             individually or in the aggregate, represent a
                             fundamental change in the information set forth in
                             this Registration Statement;

                      (iii)  to include any material information with respect to
                             the plan of distribution not previously disclosed
                             in this Registration Statement or any material
                             change to such information in this Registration
                             Statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by Registrant pursuant to Section 13 or
               Section 15(d) of the Exchange Act that are incorporated by
               reference in this Registration Statement.

               (2)    That, for the purpose of determining any liability under
                      the Securities Act, each such post-effective amendment
                      shall be deemed to be a new registration statement
                      relating to the securities offered therein, and the
                      offering of such securities at that time shall be deemed
                      to be the initial bona fide offering thereof.

                                      -5-
(3)    To remove from registration by means of a post-effective
                      amendment any of the securities being registered that
                      remain unsold at the termination of the offering.

        (b)    The undersigned Registrant hereby undertakes that, for purposes
               of determining any liability under the Securities Act, each
               filing of Registrant's annual report pursuant to Section 13(a) or
               Section 15(d) of the Exchange Act that is incorporated by
               reference in this Registration Statement shall be deemed to be a
               new registration statement relating to the securities offered
               therein, and the offering of such securities at that time shall
               be deemed to be the initial bona fide offering thereof.

        (c)    Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of Registrant pursuant to the foregoing
               provisions or otherwise, Registrant has been advised that in the
               opinion of the Securities and Exchange Commission, such
               indemnification is against public policy as expressed in the
               Securities Act and is, therefore, unenforceable. In the event
               that a claim for indemnification against such liabilities (other
               than the payment by Registrant of expenses incurred or paid by a
               director, officer or controlling person of Registrant in the
               successful defense of any action, suit or proceeding) is asserted
               by such director, officer or controlling person in connection
               with the securities being registered, Registrant will, unless in
               the opinion of its counsel the matter has been settled by
               controlling precedent, submit to a court of appropriate
               jurisdiction the question of whether such indemnification by it
               is against public policy as expressed in the Securities Act and
               will be governed by the final adjudication of such issue.

                                      -6-
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on this 8th day
of February, 2002.

                                       WILLIAM LYON HOMES,
                                       a Delaware corporation

                                       By: /s/ Wade H. Cable
                                           -------------------------------------
                                           Wade H. Cable
                                           President and Chief Operating Officer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Wade H. Cable and Michael D. Grubbs, or
either of them, his or her true and lawful attorneys-in-fact and agents, each
with full power of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including without limitation
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, lawfully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that either of said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                                      -7-
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                              TITLE                        DATE
              ---------                              -----                        ----
/s/ William Lyon                        Chairman of the Board and           February 6, 2002
---------------------------------       Chief Executive Officer
William Lyon                            (principal executive officer)

/s/ Michael D. Grubbs                   Senior Vice President and           February 6, 2002
---------------------------------       Chief Financial Officer
Michael D. Grubbs                       (principal financial officer)

/s/ Wade H. Cable                       Director and President and          February 6, 2002
---------------------------------       Chief Operating Officer
Wade H. Cable

/s/                                     Director                           February __, 2002
---------------------------------
James E. Dalton

/s/                                     Director                           February __, 2002
---------------------------------
Richard E. Frankel

/s/ William H. Lyon                     Director                            February 7, 2002
---------------------------------
William H. Lyon

/s/                                     Director                           February __, 2002
---------------------------------
William H. McFarland

/s/                                     Director                           February __, 2002
---------------------------------
Michael L. Meyer

/s/ Raymond A. Watt                     Director                            February 7, 2002
---------------------------------
Raymond A. Watt

/s/ Randolph W. Westerfield             Director                            February 8, 2002
---------------------------------
Randolph W. Westerfield
-8-
EXHIBIT INDEX
Exhibit               Description
-------               -----------
4.1                   William Lyon Homes Executive Deferred Compensation Plan

4.2                   Registrant's Articles of Incorporation (incorporated by
                      reference to Exhibit 3.1 to Registrant's Registration
                      Statement on Form S-4 (Registration No. 333-885869)

4.3                   Registrant's Bylaws (incorporated by reference to Exhibit
                      3.2 to Registrant's Registration Statement on Form S-4
                      (Registration No. 333-885869)

5                     Opinion of Irell & Manella LLP

23.1                  Consent of Ernst & Young LLP, Independent Auditors

23.2                  Consent of Irell & Manella LLP (included in Exhibit 5)

24                    Powers of Attorney (included on the signature page of this
                      Registration Statement)
-9-