As filed with the Securities and Exchange Commission on February 16, 1999
                                                   Registration No. 333- 

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   -----------
                                D.R. HORTON, INC.
             (Exact name of registrant as specified in its charter)


                    Delaware                                 75-2386963
        (State or other jurisdiction of                   (I.R.S. Employer
         incorporation or organization)                Identification Number)

              1901 Ascension Blvd.                             76006
                   Suite 100                                 (Zip Code)
                Arlington, Texas
    (Address of Principal Executive Offices)

               D.R. HORTON, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of plan)

                                Charles N. Warren
                              Senior Vice President
                               and General Counsel
                         1901 Ascension Blvd., Suite 100
                             Arlington, Texas 76006
                     (Name and address of agent for service)

                                  817-856-8200
          (Telephone number, including area code, of agent for service)
                         ------------------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

<S>                                   <C>                   <C>                   <C>                    <C>
====================================  ====================  ====================  =====================  ================= 
                                                                  Proposed              Proposed
                                                                   Maximum               Maximum            Amount of
                                          Amount to be         Offering Price           Aggregate          Registration
Title of Securities to be Registered       Registered           Per Share (1)       Offering Price (1)          Fee
------------------------------------  --------------------  --------------------  ---------------------  -----------------
Common Stock, $.01 par value           5,000,000 shares(2)         $18.41              $92,050,000           $25,589.90
====================================  ====================  ====================  =====================  =================

<FN>
(1)     Based on the  average of the high and low prices of the Common  Stock of
        D.R. Horton, Inc. (the "Common Stock") as reported on the New York Stock
        Exchange  on  February  12,  1999,  pursuant  to Rule  457(h)  under the
        Securities Act of 1933 (the "Act").

(2)      Pursuant  to Rule 416(a)  under the Act,  includes  such  indeterminate
         number of shares of Common  Stock as may be issued to prevent  dilution
         resulting from stock splits, stock dividends or similar transactions.
</FN>
</TABLE>

                                        1

<PAGE>


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

         The following  documents  are  incorporated  by reference,  as of their
respective dates, in this Registration Statement:

                  (a)      the  Registrant's  Annual Report on Form 10-K for the
                           fiscal year ended September 30, 1998,  filed with the
                           Securities and Exchange Commission (the "Commission')
                           on December 10, 1998;

                  (b)      the  Registrant's  Quarterly  Report on Form 10-Q for
                           the quarter ended  December 31, 1998,  filed with the
                           Commission on February 16, 1999;

                  (c)      the  Registrant's  Current  Reports  on Form  8-K (i)
                           dated November 1, 1998,  filed with the Commission on
                           November  3, 1998,  and (ii) dated  February 2, 1999,
                           filed with the Commission on February 2, 1999; and

                  (d)      the description of the Registrant's  Common Stock set
                           forth in the Registrant's  Registration  Statement on
                           Form 8-A (file  #1-14122),  filed with the Commission
                           on December 7, 1995, and amended on April 30, 1998.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (the "Exchange  Act"),  prior to the filing of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
by reference herein 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  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel

         Charles N. Warren,  who has delivered to the Registrant a legal opinion
regarding the validity of the shares of Common Stock registered pursuant to this
Registration  Statement  for  use  in  connection  therewith,   is  Senior  Vice
President,  General  Counsel and an Assistant  Secretary of the  Registrant  and
holds stock  options to acquire  200,000  shares of Common  Stock at an exercise
price of $9.50 per share.

Item 6.  Indemnification of Directors and Officers

         The Registrant's Amended and Restated Certificate of Incorporation,  as
amended, provides that the Registrant shall, to the full extent permitted by the
General  Corporation  Law of  the  State  of  Delaware  (the  "DGCL")  or  other
applicable  laws presently or hereafter in effect,  indemnify each person who is
or was or who has agreed to become a director or officer of the  Registrant,  or
each such person who is or was serving or who had agreed to serve at the written
request of the Board of Directors or an officer of the Registrant as an employee
or agent of the  Registrant  or as a  director,  officer,  employee  or agent of
another corporation,  partnership,  joint venture, trust or other enterprise, in
any such case  owned or  controlled  by the  Registrant  (including  the  heirs,
executors, administrators or estate of such person), and eliminates the personal
liability  of its  directors  to the full extent  permitted by the DGCL or other
applicable  laws  presently or hereafter in effect.  The  Registrant has entered
into an indemnification agreement with each of its directors.

                                        2

<PAGE>


         Section  145 of  the  DGCL  permits  a  corporation  to  indemnify  its
directors and officers against expenses (including attorney's fees),  judgments,
fines and amounts paid in settlement actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by third parties, if such
directors  or  officers  acted in good  faith  and in a manner  they  reasonably
believed to be in or not opposed to the best interests of the  corporation  and,
with respect to any criminal action or proceeding,  have no reasonable  cause to
believe their conduct was unlawful.  In a derivative action,  i.e., one by or in
the right of the  corporation,  indemnification  may be made  only for  expenses
actually and  reasonably  incurred by directors and officers in connection  with
the  defense  or  settlement  of an action or suit,  and only with  respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been adjudged  liable to the  corporation,  although the court in which the
action or suit was brought may  determine  upon  application  that the defendant
officers or directors are fairly and  reasonably  entitled to indemnity for such
expenses despite such adjudication of liability.

         Section  102(b)(7) of DGCL provides that a corporation may eliminate or
limit  the  personal   liability  of  a  director  to  the  corporation  or  its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
provided  that such  provisions  shall not eliminate or limit the liability of a
director (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. No such provision shall eliminate or limit
the liability of a director for any act or omission  occurring prior to the date
when such provision becomes effective.

         The  Registrant  also has obtained  Directors  and  Officers  Liability
Insurance that provides insurance coverage for certain  liabilities which may be
incurred by the Registrant's directors and officers in their capacity as such.

Item 8.  Exhibits


    EXHIBIT
    NUMBER                              Exhibit
    -------                             -------
      4.1    -   Registrant's Amended and Restated Certificate of Incorporation,
                 as amended (1)
      4.2    -   Registrant's Amended and Restated Bylaws (2)
        5 *  -   Opinion of Charles N. Warren, Senior Vice President and General
                 Counsel of the Registrant
     23.1 *  -   Consent of Charles N. Warren, Senior Vice President and General
                 Counsel of the Registrant (See Exhibit 5)
     23.2 *  -   Consent of Ernst & Young LLP, Fort Worth, Texas
     23.3 *  -   Consent of Arthur Andersen LLP, Phoenix, Arizona
       24    -   Powers of Attorney(3)
----------------
 *      Filed herewith.

(1)      Incorporated by reference from Exhibit 3.1 to the  Registrant's  Annual
         Report on Form 10-K for the fiscal year ended September 30, 1995, filed
         with the Commission on November 22, 1995.

(2)      Incorporated  by  reference  from  Exhibit  3.1  to  the   Registrant's
         Quarterly  Report on Form 10-Q for the quarter ended December 31, 1998,
         filed with the Commission on February 16, 1999.

(3) See page S-2 of this Registration Statement.


                                        3

<PAGE>


Item 9.  Undertakings

           (a)   The 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 Act;

                           (ii)    To  reflect  in the  prospectus  any facts or
                                   events  arising  after the effective  date of
                                   the   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 the  Registration
                                   Statement;

                           (iii)   To  include  any  material  information  with
                                   respect  to  the  plan  of  distribution  not
                                   previously  disclosed  in  the   Registration
                                   Statement  or  any  material  change  to such
                                   information in the 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
                           with or furnished to the Commission by the Registrant
                           pursuant  to  Section  13 or  Section  15(d)  of  the
                           Exchange  Act that are  incorporated  by reference in
                           the Registration Statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under  the 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.

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

         (b) The Registrant  hereby undertakes that, for purposes of determining
any  liability  under the Act,  each filing of the  Registrant's  annual  report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee benefit plan's annual report pursuant to 15(d) of the
Exchange Act) that is  incorporated by reference in the  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  by the  Registrant  for  liabilities
arising  under the Act may be permitted to directors,  officers and  controlling
persons of the  Registrant  pursuant to the  provisions  described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable.  In the event that a claim for indemnification by the
Registrant against such liabilities (other than the payment by the Registrant of
expenses  incurred or paid by a director,  officer or controlling  person of the
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,  the 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 whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                        4

<PAGE>


                        SIGNATURES AND POWERS OF ATTORNEY

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Arlington, State of Texas, on February 16, 1999.

                                                     D.R. HORTON, INC.  



                                                     By:  /s/ Donald R. Horton
                                                        ------------------------
                                                        Donald R. Horton
                                                        Chairman of the Board


                                       S-1

<PAGE>


         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  hereby  constitutes  and  appoints  each of  Donald  R.  Horton,
individually,  and  Richard  Beckwitt,  David J.  Keller and  Donald J.  Tomnitz
together as a group, as his or her true and lawful  attorney-in-fact  and agent,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities,  to sign  any and all  amendments  to this  Registration  Statement,
including  post-effective  amendments,  and to file the same,  with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange  Commission,  granting unto each such  attorney-in-fact  and agent 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,  as fully to all  intents  and
purposes  as he or she  might  or  could  do in  person,  hereby  ratifying  and
confirming all that each such attorney-in-fact and agent, each acting alone, may
lawfully do or cause to be done by virtue hereof.

         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 dates indicated.


       Signature                       Title                          Date
       ---------                      -------                        ------

  /s/ Donald R. Horton
-----------------------        Chairman of the Board           February 16, 1999
    Donald R. Horton        (Principal Executive Officer)
     

 /s/ Bradley S. Anderson                                       February 16, 1999
-------------------------             Director
   Bradley S. Anderson


   /s/ Richard Beckwitt                                        February 16, 1999
------------------------              Director
     Richard Beckwitt


  /s/ Richard I. Galland                                       February 16, 1999
-------------------------             Director
   Richard I. Galland


  /s/ Richard L. Horton                                        February 16, 1999
--------------------------            Director
    Richard L. Horton


  /s/ Terrill J. Horton                                        February 16, 1999
---------------------------           Director
    Terrill J. Horton


   /s/ David J. Keller                                         February 16, 1999
-----------------------       Treasurer, Chief Financial 
     David J. Keller             Officer and Director
                               (Principal Accounting and 
                                   Financial Officer)
                  


   /s/ Francine I. Neff                                        February 16, 1999
--------------------------            Director
     Francine I. Neff


    /s/ Scott J. Stone                                         February 16, 1999
--------------------------            Director
      Scott J. Stone


   /s/ Donald J. Tomnitz                                       February 16, 1999
---------------------------           Director
     Donald J. Tomnitz
                              
                                      S-2
<PAGE>
    
                                 EXHIBIT INDEX




  EXHIBIT
  NUMBER                                        Exhibit
  -------                                       -------

     4.1     -   Registrant's Amended and Restated Certificate of Incorporation,
                 as amended (1)
     4.2     -   Registrant's Amended and Restated Bylaws (2)
       5 *   -   Opinion of Charles N. Warren, Senior Vice President and General
                 Counsel of the Registrant
    23.1 *   -   Consent of Charles N. Warren, Senior Vice President and General
                 Counsel of the Registrant (See Exhibit 5)
    23.2 *   -   Consent of Ernst & Young LLP, Fort Worth, Texas
    23.3 *   -   Consent of Arthur Andersen LLP, Phoenix, Arizona
      24     -   Powers of Attorney(3)
----------------
 *      Filed herewith.

(1)      Incorporated by reference from Exhibit 3.1 to the  Registrant's  Annual
         Report on Form 10-K for the fiscal year ended September 30, 1995, filed
         with the Commission on November 22, 1995.

(2)      Incorporated  by  reference  from  Exhibit  3.1  to  the   Registrant's
         Quarterly  Report on Form 10-Q for the quarter ended December 31, 1998,
         filed with the Commission on February 16, 1999.

(3) See page S-2 of this Registration Statement.
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{"company-data": {"conformed-name": "HORTON D R INC /DE/", "cik": "0000882184", "assigned-sic": "1531", "irs-number": "752386963", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72423", "film-number": "99542308"}, "business-address": {"street1": "1901 ASCENSION BLVD", "street2": "STE 100", "city": "ARLINGTON", "state": "TX", "zip": "76006", "phone": "8178568200"}, "mail-address": {"street1": "1901 ASCENSION BLVD", "street2": "SUITE 100", "city": "ARLINGTON", "state": "TX", "zip": "76006"}}
As filed with the Securities and Exchange Commission on February 16, 1999
                                                   Registration No. 333- 

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   -----------
                                D.R. HORTON, INC.
             (Exact name of registrant as specified in its charter)

                    Delaware                                 75-2386963
        (State or other jurisdiction of                   (I.R.S. Employer
         incorporation or organization)                Identification Number)

              1901 Ascension Blvd.                             76006
                   Suite 100                                 (Zip Code)
                Arlington, Texas
    (Address of Principal Executive Offices)

               D.R. HORTON, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of plan)

                                Charles N. Warren
                              Senior Vice President
                               and General Counsel
                         1901 Ascension Blvd., Suite 100
                             Arlington, Texas 76006
                     (Name and address of agent for service)

                                  817-856-8200
          (Telephone number, including area code, of agent for service)
                         ------------------------------
CALCULATION OF REGISTRATION FEE
====================================  ====================  ====================  =====================  ================= 
                                                                  Proposed              Proposed
                                                                   Maximum               Maximum            Amount of
                                          Amount to be         Offering Price           Aggregate          Registration
Title of Securities to be Registered       Registered           Per Share (1)       Offering Price (1)          Fee
------------------------------------  --------------------  --------------------  ---------------------  -----------------
Common Stock, $.01 par value           5,000,000 shares(2)         $18.41              $92,050,000           $25,589.90
====================================  ====================  ====================  =====================  =================
(1)     Based on the  average of the high and low prices of the Common  Stock of
        D.R. Horton, Inc. (the "Common Stock") as reported on the New York Stock
        Exchange  on  February  12,  1999,  pursuant  to Rule  457(h)  under the
        Securities Act of 1933 (the "Act").

(2)      Pursuant  to Rule 416(a)  under the Act,  includes  such  indeterminate
         number of shares of Common  Stock as may be issued to prevent  dilution
         resulting from stock splits, stock dividends or similar transactions.
1
PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

         The following  documents  are  incorporated  by reference,  as of their
respective dates, in this Registration Statement:

                  (a)      the  Registrant's  Annual Report on Form 10-K for the
                           fiscal year ended September 30, 1998,  filed with the
                           Securities and Exchange Commission (the "Commission')
                           on December 10, 1998;

                  (b)      the  Registrant's  Quarterly  Report on Form 10-Q for
                           the quarter ended  December 31, 1998,  filed with the
                           Commission on February 16, 1999;

                  (c)      the  Registrant's  Current  Reports  on Form  8-K (i)
                           dated November 1, 1998,  filed with the Commission on
                           November  3, 1998,  and (ii) dated  February 2, 1999,
                           filed with the Commission on February 2, 1999; and

                  (d)      the description of the Registrant's  Common Stock set
                           forth in the Registrant's  Registration  Statement on
                           Form 8-A (file  #1-14122),  filed with the Commission
                           on December 7, 1995, and amended on April 30, 1998.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (the "Exchange  Act"),  prior to the filing of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
by reference herein 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  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel

         Charles N. Warren,  who has delivered to the Registrant a legal opinion
regarding the validity of the shares of Common Stock registered pursuant to this
Registration  Statement  for  use  in  connection  therewith,   is  Senior  Vice
President,  General  Counsel and an Assistant  Secretary of the  Registrant  and
holds stock  options to acquire  200,000  shares of Common  Stock at an exercise
price of $9.50 per share.

Item 6.  Indemnification of Directors and Officers

         The Registrant's Amended and Restated Certificate of Incorporation,  as
amended, provides that the Registrant shall, to the full extent permitted by the
General  Corporation  Law of  the  State  of  Delaware  (the  "DGCL")  or  other
applicable  laws presently or hereafter in effect,  indemnify each person who is
or was or who has agreed to become a director or officer of the  Registrant,  or
each such person who is or was serving or who had agreed to serve at the written
request of the Board of Directors or an officer of the Registrant as an employee
or agent of the  Registrant  or as a  director,  officer,  employee  or agent of
another corporation,  partnership,  joint venture, trust or other enterprise, in
any such case  owned or  controlled  by the  Registrant  (including  the  heirs,
executors, administrators or estate of such person), and eliminates the personal
liability  of its  directors  to the full extent  permitted by the DGCL or other
applicable  laws  presently or hereafter in effect.  The  Registrant has entered
into an indemnification agreement with each of its directors.

                                        2
Section  145 of  the  DGCL  permits  a  corporation  to  indemnify  its
directors and officers against expenses (including attorney's fees),  judgments,
fines and amounts paid in settlement actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by third parties, if such
directors  or  officers  acted in good  faith  and in a manner  they  reasonably
believed to be in or not opposed to the best interests of the  corporation  and,
with respect to any criminal action or proceeding,  have no reasonable  cause to
believe their conduct was unlawful.  In a derivative action,  i.e., one by or in
the right of the  corporation,  indemnification  may be made  only for  expenses
actually and  reasonably  incurred by directors and officers in connection  with
the  defense  or  settlement  of an action or suit,  and only with  respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been adjudged  liable to the  corporation,  although the court in which the
action or suit was brought may  determine  upon  application  that the defendant
officers or directors are fairly and  reasonably  entitled to indemnity for such
expenses despite such adjudication of liability.

         Section  102(b)(7) of DGCL provides that a corporation may eliminate or
limit  the  personal   liability  of  a  director  to  the  corporation  or  its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
provided  that such  provisions  shall not eliminate or limit the liability of a
director (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. No such provision shall eliminate or limit
the liability of a director for any act or omission  occurring prior to the date
when such provision becomes effective.

         The  Registrant  also has obtained  Directors  and  Officers  Liability
Insurance that provides insurance coverage for certain  liabilities which may be
incurred by the Registrant's directors and officers in their capacity as such.

Item 8.  Exhibits

    EXHIBIT
    NUMBER                              Exhibit
    -------                             -------
      4.1    -   Registrant's Amended and Restated Certificate of Incorporation,
                 as amended (1)
      4.2    -   Registrant's Amended and Restated Bylaws (2)
        5 *  -   Opinion of Charles N. Warren, Senior Vice President and General
                 Counsel of the Registrant
     23.1 *  -   Consent of Charles N. Warren, Senior Vice President and General
                 Counsel of the Registrant (See Exhibit 5)
     23.2 *  -   Consent of Ernst & Young LLP, Fort Worth, Texas
     23.3 *  -   Consent of Arthur Andersen LLP, Phoenix, Arizona
       24    -   Powers of Attorney(3)
----------------
 *      Filed herewith.

(1)      Incorporated by reference from Exhibit 3.1 to the  Registrant's  Annual
         Report on Form 10-K for the fiscal year ended September 30, 1995, filed
         with the Commission on November 22, 1995.

(2)      Incorporated  by  reference  from  Exhibit  3.1  to  the   Registrant's
         Quarterly  Report on Form 10-Q for the quarter ended December 31, 1998,
         filed with the Commission on February 16, 1999.

(3) See page S-2 of this Registration Statement.

                                        3
Item 9.  Undertakings

           (a)   The 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 Act;

                           (ii)    To  reflect  in the  prospectus  any facts or
                                   events  arising  after the effective  date of
                                   the   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 the  Registration
                                   Statement;

                           (iii)   To  include  any  material  information  with
                                   respect  to  the  plan  of  distribution  not
                                   previously  disclosed  in  the   Registration
                                   Statement  or  any  material  change  to such
                                   information in the 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
                           with or furnished to the Commission by the Registrant
                           pursuant  to  Section  13 or  Section  15(d)  of  the
                           Exchange  Act that are  incorporated  by reference in
                           the Registration Statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under  the 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.

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

         (b) The Registrant  hereby undertakes that, for purposes of determining
any  liability  under the Act,  each filing of the  Registrant's  annual  report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee benefit plan's annual report pursuant to 15(d) of the
Exchange Act) that is  incorporated by reference in the  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  by the  Registrant  for  liabilities
arising  under the Act may be permitted to directors,  officers and  controlling
persons of the  Registrant  pursuant to the  provisions  described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable.  In the event that a claim for indemnification by the
Registrant against such liabilities (other than the payment by the Registrant of
expenses  incurred or paid by a director,  officer or controlling  person of the
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,  the 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 whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                        4
SIGNATURES AND POWERS OF ATTORNEY

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Arlington, State of Texas, on February 16, 1999.

                                                     D.R. HORTON, INC.  

                                                     By:  /s/ Donald R. Horton
                                                        ------------------------
                                                        Donald R. Horton
                                                        Chairman of the Board

                                       S-1
KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  hereby  constitutes  and  appoints  each of  Donald  R.  Horton,
individually,  and  Richard  Beckwitt,  David J.  Keller and  Donald J.  Tomnitz
together as a group, as his or her true and lawful  attorney-in-fact  and agent,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities,  to sign  any and all  amendments  to this  Registration  Statement,
including  post-effective  amendments,  and to file the same,  with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange  Commission,  granting unto each such  attorney-in-fact  and agent 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,  as fully to all  intents  and
purposes  as he or she  might  or  could  do in  person,  hereby  ratifying  and
confirming all that each such attorney-in-fact and agent, each acting alone, may
lawfully do or cause to be done by virtue hereof.

         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 dates indicated.

       Signature                       Title                          Date
       ---------                      -------                        ------

  /s/ Donald R. Horton
-----------------------        Chairman of the Board           February 16, 1999
    Donald R. Horton        (Principal Executive Officer)
     

 /s/ Bradley S. Anderson                                       February 16, 1999
-------------------------             Director
   Bradley S. Anderson

   /s/ Richard Beckwitt                                        February 16, 1999
------------------------              Director
     Richard Beckwitt

  /s/ Richard I. Galland                                       February 16, 1999
-------------------------             Director
   Richard I. Galland

  /s/ Richard L. Horton                                        February 16, 1999
--------------------------            Director
    Richard L. Horton

  /s/ Terrill J. Horton                                        February 16, 1999
---------------------------           Director
    Terrill J. Horton

   /s/ David J. Keller                                         February 16, 1999
-----------------------       Treasurer, Chief Financial 
     David J. Keller             Officer and Director
                               (Principal Accounting and 
                                   Financial Officer)
                  

   /s/ Francine I. Neff                                        February 16, 1999
--------------------------            Director
     Francine I. Neff

    /s/ Scott J. Stone                                         February 16, 1999
--------------------------            Director
      Scott J. Stone

   /s/ Donald J. Tomnitz                                       February 16, 1999
---------------------------           Director
     Donald J. Tomnitz
                              
                                      S-2
EXHIBIT INDEX

  EXHIBIT
  NUMBER                                        Exhibit
  -------                                       -------

     4.1     -   Registrant's Amended and Restated Certificate of Incorporation,
                 as amended (1)
     4.2     -   Registrant's Amended and Restated Bylaws (2)
       5 *   -   Opinion of Charles N. Warren, Senior Vice President and General
                 Counsel of the Registrant
    23.1 *   -   Consent of Charles N. Warren, Senior Vice President and General
                 Counsel of the Registrant (See Exhibit 5)
    23.2 *   -   Consent of Ernst & Young LLP, Fort Worth, Texas
    23.3 *   -   Consent of Arthur Andersen LLP, Phoenix, Arizona
      24     -   Powers of Attorney(3)
----------------
 *      Filed herewith.

(1)      Incorporated by reference from Exhibit 3.1 to the  Registrant's  Annual
         Report on Form 10-K for the fiscal year ended September 30, 1995, filed
         with the Commission on November 22, 1995.

(2)      Incorporated  by  reference  from  Exhibit  3.1  to  the   Registrant's
         Quarterly  Report on Form 10-Q for the quarter ended December 31, 1998,
         filed with the Commission on February 16, 1999.

(3) See page S-2 of this Registration Statement.