As filed with the Securities and Exchange Commission on June 7, 1996

                                                    Registration No. 33-
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                           _________________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                           _________________________

                                 Calton, Inc.
            (Exact Name of Registrant as Specified in its Charter)

           New Jersey                                  22-2433361
  (State or Other Jurisdiction                      (I.R.S. Employer
of Incorporation or Organization)                 Identification No.)

                                500 Craig Road
                       Manalapan, New Jersey 07726-8790
 (Address, including Zip Code, of Issuer's Principal Executive Offices)

                          __________________________

                    CALTON, INC. 1996 EQUITY INCENTIVE PLAN
                           (Full Title of the Plan)
                          __________________________

                             ANTHONY J. CALDARONE
                Chairman, President and Chief Executive Officer
                                 Calton, Inc.
                                500 Craig Road
                       Manalapan, New Jersey 07726-8790
                                 (908)780-1800
           (Name, Address, including Zip Code, and Telephone Number,
                  including Area Code, of Agent for Service)
                          __________________________

                                  Copies to:
                           PHILIP D. FORLENZA, ESQ.
                          Giordano, Halleran & Ciesla
                          A Professional Corporation
                                 P.O. Box 190
                              125 Half Mile Road
                         Middletown, New Jersey  07748


CALCULATION OF REGISTRATION FEE


                                                     Proposed
Title of                            Proposed         maximum
Securities                          maximum          aggregate    Amount of 
to be             Amount to be      offering price   offering     registration
registered (1)    registered (2)    per share (3)    price (3)    fee (3)
================  ==============    ==============   =========    ============

Common Stock,
$.01 par value    2,000,000              $0.44       $880,000.00     $304.00


Options to
purchase
Common Stock      2,000,000                 ---            ---            ---




(1)     Under the Calton, Inc. 1996 Equity Incentive Plan.

(2)     This Registration Statement also covers such additional indeterminate
        number of shares as may become issuable pursuant to anti-dilution
        provisions of the Calton, Inc. 1996 Equity Incentive Plan to adjust for
        the occurrence of certain corporate transactions or events including,
        without limitation, a stock split, stock dividend, merger,
        consolidation, reorganization or recapitalization.

(3)      Estimated in accordance with Rule 457(h) under the Securities Act of
        1933, as amended, solely for the purpose of calculating the
        registration fee and based upon the average of the high and low sale
        prices of the Calton, Inc. Common Stock as reported on the consolidated
        reporting system for the American Stock Exchange on June 5, 1996.


PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

This Registration Statement relates to the registration of  two million
(2,000,000) shares of common stock, $.01 par value ("Common Stock"), of Calton,
Inc. ("Calton" or the "Company") to be sold pursuant to the exercise of stock
options granted to eligible employees and directors of the Company and its
subsidiaries under the Calton, Inc. 1996 Equity Incentive Plan (the "1996
Plan") and to be issued to non-employee directors of the Company under the 1996
Plan in lieu of cash director fees.

The documents containing the information about the 1996 Plan specified in Part
I of Form S-8 will be sent or given to participating employees and directors of
the Company as specified by Rule 428(b)(1) of Regulation C under the Securities
Act of 1933, as amended (the "Securities Act"), and such documents taken
together with the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of Form S-8 shall constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

The Company shall provide a written statement to participants in the 1996 Plan
and non-employee directors who elect to receive director fees in the form of
Common Stock advising them of the availability, without charge upon written or
oral request, of the documents incorporated by reference in Item 3 of Part II
of this Registration Statement, such documents which are incorporated by
reference into the Section 10(a) Prospectus, as well as of the documents
required to be delivered to them pursuant to Rule 428(b) of Regulation C under
the Securities Act. The address, title of the individual or department, and
telephone number to which the request is to be directed shall be provided to
participants in the 1996 Plan and non-employee directors who elect to receive
director fees in the form of Common Stock.





                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed by the Company with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement as of their respective dates:

(a)    The Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1995.

(b)    From the date of filing of such documents, all other reports filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since November 30, 1995.

(c)    The description of the Company's Common Stock contained in Amendment No.
1 to Post-Effective Amendment No. 3 to the Company's Registration Statement on
Form S-1 as filed with the Commission on May 20, 1996, including any amendment
or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all of the securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and made a part hereof from the date of the filing of
such documents.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interest of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

The following summary describes the relevant terms and conditions with respect
to the indemnification of a corporate agent of the Company (the "Corporate
Agent"), including, without limitation, any person who is or was a director,
officer, employee or agent of the Company, pursuant to Article VI of the
Company's By-Laws (the "By-Laws") and Section 14A:3-5 of the New Jersey
Business Corporation Act (the "Corporation Act").

The Company shall indemnify a Corporate Agent against the Corporate Agent's
expenses and liabilities in connection with any proceeding involving the
Corporate Agent by reason of being or having been a Corporate Agent of the
Company, other than a proceeding by or in the right of the Company, if (a) such
Corporate Agent acts in good faith and in a manner that the Corporate Agent
reasonably believes to be in or not opposed to the best interests of the
Company, and (b) with respect to any criminal proceeding, such Corporate Agent
had no reasonable cause to believe that such conduct was unlawful.

In a proceeding by or in the right of the Company, a Corporate Agent shall be
indemnified by the Company for any expenses incurred if the Corporate Agent
acted in good faith and in a manner that the Corporate Agent reasonably
believed to be in or not opposed to the best interest of the Company. However,
if the Corporate Agent is adjudged to be liable to the Company, there shall be
no indemnification of the Corporate Agent's expenses unless and only to the
extent that the New Jersey Superior Court, or the court in which such
proceeding is brought, shall determine upon application that such Corporate
Agent is fairly and reasonably entitled to indemnity for such expenses.

Unless ordered by a court, the Company will indemnify a Corporate Agent against
expenses and liabilities only as authorized in a specific case upon a
determination by (a) a majority vote of a quorum of the Board of Directors of
the Company or a committee thereof, consisting of directors who were not
parties to or otherwise involved in the proceedings, or (b) by independent
legal counsel, or (c) by the shareholders of the Company, that indemnification
is proper in the circumstances because the Corporate Agent met the applicable
standard of conduct set forth above.

No indemnification shall be made by the Company to or on behalf of a Corporate
Agent if a judgment or other final adjudication adverse to the Corporate Agent
establishes that the Corporate Agent's acts or omissions (a) were in breach of
the Corporate Agent's duty of loyalty to the Company or its shareholders, (b)
were not in good faith or involved a knowing violation of law, or (c) resulted
in receipt by the Corporate Agent of an improper personal benefit.

The Company shall indemnify a Corporate Agent against expenses if the Corporate
agent is successful on the merits or otherwise in any proceeding involving the
Corporate Agent by reason of being or having been a Corporate Agent of the
Company.

The Company may pay the expenses incurred by a Corporate Agent in connection
with a proceeding in advance of the final disposition of the proceeding as
authorized by the Company's Board of Directors upon receipt of an undertaking
by or on behalf of the Corporate Agent to repay such amount if it is ultimately
determined that the Corporate Agent is not entitled to such indemnification.

The Company may purchase and maintain insurance on behalf of any Corporate
Agent against any such expenses and liabilities.

If upon application for indemnification by a Corporate Agent the Company
refuses to provide indemnification or advance payment of expenses to the
Corporate Agent as required or permitted under the By-Laws, the Corporate Agent
may apply to a court for an award of such indemnification and the payment in
advance of such expenses by the Company.

The indemnification and advancement of expenses provided pursuant to Article VI
of the Company's By-Laws shall not exclude any other rights to which a
Corporate Agent may be entitled under the Company's Restated Certificate of
Incorporation (the "Certificate of Incorporation"), other articles of the
By-Laws, agreement, vote of shareholders, or other proper corporate action in
effect at the time of the accrual of the alleged cause of action asserted in
the proceeding.

With respect to provisions included in the Company's Certificate of
Incorporation limiting the liability of officers and directors of the Company,
Article VIII of the Company's Certificate of Incorporation provides that to the
fullest extent permitted by the laws of the State of New Jersey, as they exist
or may hereafter be amended, the directors and officers of the Company shall
not be personally liable to the Company or its shareholders for damages as a
result of a breach of any duty owed to the Company or its shareholders, except
that the provisions of this Article VIII shall not relieve a director or
officer from liability for any breach of duty based upon an act or omission (a)
in breach of such person's duty of loyalty to the Company or its shareholders,
(b) not in good faith or involving a knowing violation of law, or (c) resulting
in receipt by such person of an improper personal benefit. This Article VIII
shall apply with respect to acts or omissions occurring prior to or after the
date of its adoption.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibit
Number       Description
=======      ===========

 5.          Opinion and Consent of Giordano, Halleran & Ciesla, P.C.

23.01        Consent of Coopers & Lybrand L.L.P.

23.02        Consent of Giordano, Halleran & Ciesla, P.C. (filed
             with Exhibit 5).

24.          Power of Attorney (filed with signature pages).

99.          Calton, Inc. 1996 Equity Incentive Plan. (Incorporated
             by reference to Appendix A to the Proxy Statement for
             the Calton, Inc. 1996 Annual Meeting of Shareholders).

Item 9.  Undertakings.

The Company 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 such 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; and (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 (i) and (ii)
herein do not apply if the information required to be included in a
post-effective amendment by such provisions is contained in periodic reports
filed by the Company 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.

(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.

(4)  That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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.

(5)    That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue. 


                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the Company
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 Township of Manalapan, State of New Jersey, on the 6th day
of June, 1996.
                                    CALTON, INC.
                                    (Registrant)

                                By: /s/ Anthony J. Caldarone                   


                                    Anthony J. Caldarone
                                    President and Chief Executive Officer

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Anthony J. Caldarone, Robert A. Fourniadis and
Bradley A. Little and each of them, his true and lawful attorneys-in-fact and
agents for him and in his name, place and stead, in any and all capacities, to
sign any and all amendments (including 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 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, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents 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/ Anthony J. Caldarone     Anthony J. Caldarone                June 6, 1996
- ---------------------------  President, Chief Executive
                             Officer and Director (Principal
                             Executive Officer)

/s/ Bradley A. Little        Bradley A. Little                   June 6, 1996
- ---------------------------  Senior Vice President-Finance,
                             Treasurer & Chief Financial
                             Officer, (Principal Financial
                             and Accounting Officer)

/s/ J. Ernest Brophy         J. Ernest Brophy                    June 6, 1996
- ---------------------------  Director

/s/ Mark N. Fessel           Mark N. Fessel                      June 6, 1996
- ---------------------------  Director


/s/ Frank Cavell Smith, Jr.  Frank Cavell Smith, Jr.             June 6, 1996
- ---------------------------  Director


EXHIBIT INDEX


Exhibit
Number       Description                                       
=======      ===========                                       

   5.        Opinion and Consent of Giordano,
             Halleran & Ciesla, P.C.

  23.01      Consent of Coopers & Lybrand L.L.P.

  23.02      Consent of Giordano, Halleran &
             Ciesla, P.C. (filed with Exhibit 5).

  24.        Power of Attorney (filed with signature pages).

y 99.        Calton, Inc. 1996 Equity Incentive Plan.

____________________

y      Incorporated by reference to Appendix A to the Proxy Statement for the
       Calton, Inc. 1996 Annual Meeting of Shareholders.
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{"company-data": {"conformed-name": "CALTON INC", "cik": "0000717216", "assigned-sic": "1531", "irs-number": "222433361", "state-of-incorporation": "NJ", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05537", "film-number": "96578489"}, "business-address": {"street1": "500 CRAIG RD", "city": "MANALAPAN", "state": "NJ", "zip": "07726-8790", "phone": "9087801800"}, "mail-address": {"street1": "500 CRAIG RD", "city": "MANALAPAN", "state": "NJ", "zip": "07726-8790"}}
As filed with the Securities and Exchange Commission on June 7, 1996

                                                    Registration No. 33-
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                           _________________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                           _________________________

                                 Calton, Inc.
            (Exact Name of Registrant as Specified in its Charter)

           New Jersey                                  22-2433361
  (State or Other Jurisdiction                      (I.R.S. Employer
of Incorporation or Organization)                 Identification No.)

                                500 Craig Road
                       Manalapan, New Jersey 07726-8790
 (Address, including Zip Code, of Issuer's Principal Executive Offices)

                          __________________________

                    CALTON, INC. 1996 EQUITY INCENTIVE PLAN
                           (Full Title of the Plan)
                          __________________________

                             ANTHONY J. CALDARONE
                Chairman, President and Chief Executive Officer
                                 Calton, Inc.
                                500 Craig Road
                       Manalapan, New Jersey 07726-8790
                                 (908)780-1800
           (Name, Address, including Zip Code, and Telephone Number,
                  including Area Code, of Agent for Service)
                          __________________________

                                  Copies to:
                           PHILIP D. FORLENZA, ESQ.
                          Giordano, Halleran & Ciesla
                          A Professional Corporation
                                 P.O. Box 190
                              125 Half Mile Road
                         Middletown, New Jersey  07748

CALCULATION OF REGISTRATION FEE

                                                     Proposed
Title of                            Proposed         maximum
Securities                          maximum          aggregate    Amount of 
to be             Amount to be      offering price   offering     registration
registered (1)    registered (2)    per share (3)    price (3)    fee (3)
================  ==============    ==============   =========    ============

Common Stock,
$.01 par value    2,000,000              $0.44       $880,000.00     $304.00

Options to
purchase
Common Stock      2,000,000                 ---            ---            ---

(1)     Under the Calton, Inc. 1996 Equity Incentive Plan.

(2)     This Registration Statement also covers such additional indeterminate
        number of shares as may become issuable pursuant to anti-dilution
        provisions of the Calton, Inc. 1996 Equity Incentive Plan to adjust for
        the occurrence of certain corporate transactions or events including,
        without limitation, a stock split, stock dividend, merger,
        consolidation, reorganization or recapitalization.

(3)      Estimated in accordance with Rule 457(h) under the Securities Act of
        1933, as amended, solely for the purpose of calculating the
        registration fee and based upon the average of the high and low sale
        prices of the Calton, Inc. Common Stock as reported on the consolidated
        reporting system for the American Stock Exchange on June 5, 1996.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

This Registration Statement relates to the registration of  two million
(2,000,000) shares of common stock, $.01 par value ("Common Stock"), of Calton,
Inc. ("Calton" or the "Company") to be sold pursuant to the exercise of stock
options granted to eligible employees and directors of the Company and its
subsidiaries under the Calton, Inc. 1996 Equity Incentive Plan (the "1996
Plan") and to be issued to non-employee directors of the Company under the 1996
Plan in lieu of cash director fees.

The documents containing the information about the 1996 Plan specified in Part
I of Form S-8 will be sent or given to participating employees and directors of
the Company as specified by Rule 428(b)(1) of Regulation C under the Securities
Act of 1933, as amended (the "Securities Act"), and such documents taken
together with the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of Form S-8 shall constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

The Company shall provide a written statement to participants in the 1996 Plan
and non-employee directors who elect to receive director fees in the form of
Common Stock advising them of the availability, without charge upon written or
oral request, of the documents incorporated by reference in Item 3 of Part II
of this Registration Statement, such documents which are incorporated by
reference into the Section 10(a) Prospectus, as well as of the documents
required to be delivered to them pursuant to Rule 428(b) of Regulation C under
the Securities Act. The address, title of the individual or department, and
telephone number to which the request is to be directed shall be provided to
participants in the 1996 Plan and non-employee directors who elect to receive
director fees in the form of Common Stock.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed by the Company with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement as of their respective dates:

(a)    The Company's Annual Report on Form 10-K for the fiscal year ended
November 30, 1995.

(b)    From the date of filing of such documents, all other reports filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since November 30, 1995.

(c)    The description of the Company's Common Stock contained in Amendment No.
1 to Post-Effective Amendment No. 3 to the Company's Registration Statement on
Form S-1 as filed with the Commission on May 20, 1996, including any amendment
or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all of the securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and made a part hereof from the date of the filing of
such documents.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interest of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

The following summary describes the relevant terms and conditions with respect
to the indemnification of a corporate agent of the Company (the "Corporate
Agent"), including, without limitation, any person who is or was a director,
officer, employee or agent of the Company, pursuant to Article VI of the
Company's By-Laws (the "By-Laws") and Section 14A:3-5 of the New Jersey
Business Corporation Act (the "Corporation Act").

The Company shall indemnify a Corporate Agent against the Corporate Agent's
expenses and liabilities in connection with any proceeding involving the
Corporate Agent by reason of being or having been a Corporate Agent of the
Company, other than a proceeding by or in the right of the Company, if (a) such
Corporate Agent acts in good faith and in a manner that the Corporate Agent
reasonably believes to be in or not opposed to the best interests of the
Company, and (b) with respect to any criminal proceeding, such Corporate Agent
had no reasonable cause to believe that such conduct was unlawful.

In a proceeding by or in the right of the Company, a Corporate Agent shall be
indemnified by the Company for any expenses incurred if the Corporate Agent
acted in good faith and in a manner that the Corporate Agent reasonably
believed to be in or not opposed to the best interest of the Company. However,
if the Corporate Agent is adjudged to be liable to the Company, there shall be
no indemnification of the Corporate Agent's expenses unless and only to the
extent that the New Jersey Superior Court, or the court in which such
proceeding is brought, shall determine upon application that such Corporate
Agent is fairly and reasonably entitled to indemnity for such expenses.

Unless ordered by a court, the Company will indemnify a Corporate Agent against
expenses and liabilities only as authorized in a specific case upon a
determination by (a) a majority vote of a quorum of the Board of Directors of
the Company or a committee thereof, consisting of directors who were not
parties to or otherwise involved in the proceedings, or (b) by independent
legal counsel, or (c) by the shareholders of the Company, that indemnification
is proper in the circumstances because the Corporate Agent met the applicable
standard of conduct set forth above.

No indemnification shall be made by the Company to or on behalf of a Corporate
Agent if a judgment or other final adjudication adverse to the Corporate Agent
establishes that the Corporate Agent's acts or omissions (a) were in breach of
the Corporate Agent's duty of loyalty to the Company or its shareholders, (b)
were not in good faith or involved a knowing violation of law, or (c) resulted
in receipt by the Corporate Agent of an improper personal benefit.

The Company shall indemnify a Corporate Agent against expenses if the Corporate
agent is successful on the merits or otherwise in any proceeding involving the
Corporate Agent by reason of being or having been a Corporate Agent of the
Company.

The Company may pay the expenses incurred by a Corporate Agent in connection
with a proceeding in advance of the final disposition of the proceeding as
authorized by the Company's Board of Directors upon receipt of an undertaking
by or on behalf of the Corporate Agent to repay such amount if it is ultimately
determined that the Corporate Agent is not entitled to such indemnification.

The Company may purchase and maintain insurance on behalf of any Corporate
Agent against any such expenses and liabilities.

If upon application for indemnification by a Corporate Agent the Company
refuses to provide indemnification or advance payment of expenses to the
Corporate Agent as required or permitted under the By-Laws, the Corporate Agent
may apply to a court for an award of such indemnification and the payment in
advance of such expenses by the Company.

The indemnification and advancement of expenses provided pursuant to Article VI
of the Company's By-Laws shall not exclude any other rights to which a
Corporate Agent may be entitled under the Company's Restated Certificate of
Incorporation (the "Certificate of Incorporation"), other articles of the
By-Laws, agreement, vote of shareholders, or other proper corporate action in
effect at the time of the accrual of the alleged cause of action asserted in
the proceeding.

With respect to provisions included in the Company's Certificate of
Incorporation limiting the liability of officers and directors of the Company,
Article VIII of the Company's Certificate of Incorporation provides that to the
fullest extent permitted by the laws of the State of New Jersey, as they exist
or may hereafter be amended, the directors and officers of the Company shall
not be personally liable to the Company or its shareholders for damages as a
result of a breach of any duty owed to the Company or its shareholders, except
that the provisions of this Article VIII shall not relieve a director or
officer from liability for any breach of duty based upon an act or omission (a)
in breach of such person's duty of loyalty to the Company or its shareholders,
(b) not in good faith or involving a knowing violation of law, or (c) resulting
in receipt by such person of an improper personal benefit. This Article VIII
shall apply with respect to acts or omissions occurring prior to or after the
date of its adoption.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibit
Number       Description
=======      ===========

 5.          Opinion and Consent of Giordano, Halleran & Ciesla, P.C.

23.01        Consent of Coopers & Lybrand L.L.P.

23.02        Consent of Giordano, Halleran & Ciesla, P.C. (filed
             with Exhibit 5).

24.          Power of Attorney (filed with signature pages).

99.          Calton, Inc. 1996 Equity Incentive Plan. (Incorporated
             by reference to Appendix A to the Proxy Statement for
             the Calton, Inc. 1996 Annual Meeting of Shareholders).

Item 9.  Undertakings.

The Company 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 such 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; and (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 (i) and (ii)
herein do not apply if the information required to be included in a
post-effective amendment by such provisions is contained in periodic reports
filed by the Company 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.

(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.

(4)  That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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.

(5)    That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue. 

                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the Company
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 Township of Manalapan, State of New Jersey, on the 6th day
of June, 1996.
                                    CALTON, INC.
                                    (Registrant)

                                By: /s/ Anthony J. Caldarone                   

                                    Anthony J. Caldarone
                                    President and Chief Executive Officer

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Anthony J. Caldarone, Robert A. Fourniadis and
Bradley A. Little and each of them, his true and lawful attorneys-in-fact and
agents for him and in his name, place and stead, in any and all capacities, to
sign any and all amendments (including 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 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, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents 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/ Anthony J. Caldarone     Anthony J. Caldarone                June 6, 1996
- ---------------------------  President, Chief Executive
                             Officer and Director (Principal
                             Executive Officer)

/s/ Bradley A. Little        Bradley A. Little                   June 6, 1996
- ---------------------------  Senior Vice President-Finance,
                             Treasurer & Chief Financial
                             Officer, (Principal Financial
                             and Accounting Officer)

/s/ J. Ernest Brophy         J. Ernest Brophy                    June 6, 1996
- ---------------------------  Director

/s/ Mark N. Fessel           Mark N. Fessel                      June 6, 1996
- ---------------------------  Director

/s/ Frank Cavell Smith, Jr.  Frank Cavell Smith, Jr.             June 6, 1996
- ---------------------------  Director

EXHIBIT INDEX

Exhibit
Number       Description                                       
=======      ===========                                       

   5.        Opinion and Consent of Giordano,
             Halleran & Ciesla, P.C.

  23.01      Consent of Coopers & Lybrand L.L.P.

  23.02      Consent of Giordano, Halleran &
             Ciesla, P.C. (filed with Exhibit 5).

  24.        Power of Attorney (filed with signature pages).

y 99.        Calton, Inc. 1996 Equity Incentive Plan.

____________________

y      Incorporated by reference to Appendix A to the Proxy Statement for the
       Calton, Inc. 1996 Annual Meeting of Shareholders.