As filed with the Securities and Exchange Commission on April 30, 1998
                                                     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)

          CONTINENTAL HOMES HOLDING CORP. 1988 STOCK INCENTIVE PLAN(1)
          CONTINENTAL HOMES HOLDING CORP. 1986 STOCK INCENTIVE PLAN(1)
                              (Full title of plans)

                                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 (2)  Offering Price      Fee
                                                                                 (2)
------------------------------------  -------------------  --------------  --------------  ------------
Common Stock, $.01 par value            581,963 shares(3)  $2.89 to $9.50    $4,077,451     $1,203.00
====================================  ===================  ==============  ==============  ============

<FN>
(1)   The Continental Homes Holding Corp.  ("Continental")  1988 Stock Incentive
      Plan and the Continental Homes Holding Corp. 1986 Stock Incentive Plan (as
      amended and restated, collectively, the "Plans") were originally sponsored
      by  Continental.  The  outstanding  options  granted  under the Plans were
      assumed by the  Registrant  as  successor to  Continental  pursuant to the
      merger of Continental into and with the Registrant.

(2)   Based on the  prices  at  which  the  various outstanding  options  may be
      exercised,  pursuant to Rule 457(h) under the Securities  Act of 1933 (the
      "Act").

(3)   Represents shares  reserved  for issuance  pursuant to outstanding options
      granted under the Plans.  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, 1997, filed with the Securities and Exchange Commission
           (the "Commission') on December 8, 1997;

      (b)  the Registrant's  Quarterly Report on Form 10-Q for the quarter ended
           December 31, 1997, filed with the Commission on January 27, 1998;

      (c)  the  Registrant's  Current Reports on Form 8-K (i) dated February 27,
           1997 and filed  with the  Commission  on March 13,  1997;  (ii) dated
           December 19, 1997,  filed with the  Commission  on December 24, 1997;
           (iii) dated April 14, 1998 and filed with the Commission on April 14,
           1998;  and (iv) dated April 20, 1998 and filed with the Commission on
           April 21, 1998; 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.

   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  interest  of the

                                        2

<PAGE>


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                                  Exhibit
     NUMBER                                   -------
     -------                                  
      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
     23.3  -   Consent  of  Whittington,  McLemore,  Land,  Davis  &  White 
       24  -   Powers of Attorney(3)

----------
(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  March 31,  1997,
         filed with the Commission on May 14, 1997.

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


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;

                                        3

<PAGE>


         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 April 30, 1998.

                                          D.R. HORTON, INC.



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













































                                       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 Donald R. Horton, David J. Keller, and Richard Beckwitt together as a group,
as his true and  lawful  attorney-in-fact  and  agent,  for him and in his 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 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          April 30, 1998
 ----------------------           and President (Principal
  Donald R. Horton                   Executive Officer)



 /s/ Richard Beckwitt                    Director                 April 30, 1998
 ----------------------
  Richard Beckwitt



 /s/ Richard I. Galland                  Director                 April 30, 1998
 ----------------------
  Richard I. Galland



 /s/ Richard L. Horton                   Director                 April 30, 1998
 ----------------------
   Richard L. Horton



 /s/ Terrill J. Horton                   Director                 April 30, 1998
 ---------------------
   Terrill J. Horton



 /s/ David J. Keller            Treasurer, Chief Financial        April 30, 1998
 ---------------------             Officer and Director
   David J. Keller              (Principal Accounting and 
                                    Financial Officer)


 /s/ Francine I. Neff                    Director                 April 30, 1998
 ----------------------
   Francine I. Neff



 /s/ Scott J. Stone                      Director                 April 30, 1998
----------------------
   Scott J. Stone



 /s/ Donald J. Tomnitz                   Director                 April 30, 1998
 ----------------------
   Donald J. Tomnitz



                                         Director                 April   , 1998
 ----------------------
   Bradley S. Anderson



                                         Director                 April   , 1998
 ----------------------
    W. Thomas Hickcox





<PAGE>


                                  EXHIBIT INDEX



     EXHIBIT                                  Exhibit
     NUMBER                                   -------
     -------                                 
      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
     23.3  -   Consent  of  Whittington,  McLemore,  Land,  Davis  &  White 
       24  -   Powers of Attorney(3)

----------
(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  March 31,  1997,
         filed with the Commission on May 14, 1997.

(3)      See page S-2 of this Registration Statement.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR D.R. HORTON, INC.", "secsgml_size_bytes": 21551}]
{"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": "333-51473", "film-number": "98607098"}, "business-address": {"street1": "1901 ASCENSION BLVD", "street2": "STE 100", "city": "ARLINGTON", "state": "TX", "zip": "76006", "phone": "8178568200"}}
As filed with the Securities and Exchange Commission on April 30, 1998
                                                     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)

          CONTINENTAL HOMES HOLDING CORP. 1988 STOCK INCENTIVE PLAN(1)
          CONTINENTAL HOMES HOLDING CORP. 1986 STOCK INCENTIVE PLAN(1)
                              (Full title of plans)

                                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 (2)  Offering Price      Fee
                                                                                 (2)
------------------------------------  -------------------  --------------  --------------  ------------
Common Stock, $.01 par value            581,963 shares(3)  $2.89 to $9.50    $4,077,451     $1,203.00
====================================  ===================  ==============  ==============  ============
(1)   The Continental Homes Holding Corp.  ("Continental")  1988 Stock Incentive
      Plan and the Continental Homes Holding Corp. 1986 Stock Incentive Plan (as
      amended and restated, collectively, the "Plans") were originally sponsored
      by  Continental.  The  outstanding  options  granted  under the Plans were
      assumed by the  Registrant  as  successor to  Continental  pursuant to the
      merger of Continental into and with the Registrant.

(2)   Based on the  prices  at  which  the  various outstanding  options  may be
      exercised,  pursuant to Rule 457(h) under the Securities  Act of 1933 (the
      "Act").

(3)   Represents shares  reserved  for issuance  pursuant to outstanding options
      granted under the Plans.  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, 1997, filed with the Securities and Exchange Commission
           (the "Commission') on December 8, 1997;

      (b)  the Registrant's  Quarterly Report on Form 10-Q for the quarter ended
           December 31, 1997, filed with the Commission on January 27, 1998;

      (c)  the  Registrant's  Current Reports on Form 8-K (i) dated February 27,
           1997 and filed  with the  Commission  on March 13,  1997;  (ii) dated
           December 19, 1997,  filed with the  Commission  on December 24, 1997;
           (iii) dated April 14, 1998 and filed with the Commission on April 14,
           1998;  and (iv) dated April 20, 1998 and filed with the Commission on
           April 21, 1998; 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.

   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  interest  of the

                                        2
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                                  Exhibit
     NUMBER                                   -------
     -------                                  
      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
     23.3  -   Consent  of  Whittington,  McLemore,  Land,  Davis  &  White 
       24  -   Powers of Attorney(3)

----------
(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  March 31,  1997,
         filed with the Commission on May 14, 1997.

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

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;

                                        3
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 April 30, 1998.

                                          D.R. HORTON, INC.

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

                                       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 Donald R. Horton, David J. Keller, and Richard Beckwitt together as a group,
as his true and  lawful  attorney-in-fact  and  agent,  for him and in his 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 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          April 30, 1998
 ----------------------           and President (Principal
  Donald R. Horton                   Executive Officer)

 /s/ Richard Beckwitt                    Director                 April 30, 1998
 ----------------------
  Richard Beckwitt

 /s/ Richard I. Galland                  Director                 April 30, 1998
 ----------------------
  Richard I. Galland

 /s/ Richard L. Horton                   Director                 April 30, 1998
 ----------------------
   Richard L. Horton

 /s/ Terrill J. Horton                   Director                 April 30, 1998
 ---------------------
   Terrill J. Horton

 /s/ David J. Keller            Treasurer, Chief Financial        April 30, 1998
 ---------------------             Officer and Director
   David J. Keller              (Principal Accounting and 
                                    Financial Officer)

 /s/ Francine I. Neff                    Director                 April 30, 1998
 ----------------------
   Francine I. Neff

 /s/ Scott J. Stone                      Director                 April 30, 1998
----------------------
   Scott J. Stone

 /s/ Donald J. Tomnitz                   Director                 April 30, 1998
 ----------------------
   Donald J. Tomnitz

                                         Director                 April   , 1998
 ----------------------
   Bradley S. Anderson

                                         Director                 April   , 1998
 ----------------------
    W. Thomas Hickcox
EXHIBIT INDEX

     EXHIBIT                                  Exhibit
     NUMBER                                   -------
     -------                                 
      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
     23.3  -   Consent  of  Whittington,  McLemore,  Land,  Davis  &  White 
       24  -   Powers of Attorney(3)

----------
(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  March 31,  1997,
         filed with the Commission on May 14, 1997.

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