As filed with the Securities and Exchange Commission on March 11, 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)

                   D.R. HORTON, INC. 1991 STOCK INCENTIVE PLAN
                            (Full title of the 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      Fee
                                                                                 (1)
------------------------------------  -------------------  --------------  --------------  ------------
Common Stock, $.01 par value          2,030,959 shares(2)      $22.78        $46,265,246    $13,648.25
====================================  ===================  ==============  ==============  ============

<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 March 9, 1998,  pursuant to Rule 457(h)  under the  Securities
      Act of 1933 (the "Act").

(2)   Represents  additional  shares available for issuance under the 1991 Stock
      Incentive  Plan.  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>



                           INCORPORATION BY REFERENCE

     The  contents  of the  Registrant's  Registration  Statements  on Form  S-8
(Registration   No.  33-48874  and   Registration   No.   333-3572)  are  hereby
incorporated by reference.

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 Report on Form 8-K dated December 19, 1997,
           filed with the Commission on December 24, 1997; 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.

     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, 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
and 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 8.  Exhibits




EXHIBIT                              EXHIBIT
NUMBER                               -------
-------
   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
 24* -  Powers of Attorney

----------

*   See page S-2 of this Registration Statement.




                                        2

<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 March 11, 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          March 11, 1998
 ----------------------           and President (Principal
  Donald R. Horton                   Executive Officer)



 /s/ Richard Beckwitt                    Director                 March 11, 1998
 ----------------------
  Richard Beckwitt



 /s/ Richard I. Galland                  Director                 March 11, 1998
 ----------------------
  Richard I. Galland



 /s/ Richard L. Horton                   Director                 March 11, 1998
 ----------------------
   Richard L. Horton



 /s/ Terrill J. Horton                   Director                 March 11, 1998
 ---------------------
   Terrill J. Horton



 /s/ David J. Keller            Treasurer, Chief Financial        March 11, 1998
 ---------------------             Officer and Director
   David J. Keller              (Principal Accounting and 
                                    Financial Officer)


 /s/ Francine I. Neff                    Director                 March 11, 1998
 ----------------------
   Francine I. Neff



 /s/ Scott J. Stone                      Director                 March 11, 1998
----------------------
   Scott J. Stone



 /s/ Donald J. Tomnitz                   Director                 March 11, 1998
 ----------------------
   Donald J. Tomnitz



                                       S-2

<PAGE>


                                  EXHIBIT INDEX



EXHIBIT                              EXHIBIT
NUMBER                               -------
-------
   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
 24* -   Powers of Attorney

----------

* 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": 10861}]
{"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": "333-47767", "film-number": "98563806"}, "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 March 11, 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)

                   D.R. HORTON, INC. 1991 STOCK INCENTIVE PLAN
                            (Full title of the 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      Fee
                                                                                 (1)
------------------------------------  -------------------  --------------  --------------  ------------
Common Stock, $.01 par value          2,030,959 shares(2)      $22.78        $46,265,246    $13,648.25
====================================  ===================  ==============  ==============  ============
(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 March 9, 1998,  pursuant to Rule 457(h)  under the  Securities
      Act of 1933 (the "Act").

(2)   Represents  additional  shares available for issuance under the 1991 Stock
      Incentive  Plan.  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
INCORPORATION BY REFERENCE

     The  contents  of the  Registrant's  Registration  Statements  on Form  S-8
(Registration   No.  33-48874  and   Registration   No.   333-3572)  are  hereby
incorporated by reference.

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 Report on Form 8-K dated December 19, 1997,
           filed with the Commission on December 24, 1997; 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.

     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, 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
and 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 8.  Exhibits

EXHIBIT                              EXHIBIT
NUMBER                               -------
-------
   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
 24* -  Powers of Attorney

----------

*   See page S-2 of this Registration Statement.

                                        2
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 March 11, 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          March 11, 1998
 ----------------------           and President (Principal
  Donald R. Horton                   Executive Officer)

 /s/ Richard Beckwitt                    Director                 March 11, 1998
 ----------------------
  Richard Beckwitt

 /s/ Richard I. Galland                  Director                 March 11, 1998
 ----------------------
  Richard I. Galland

 /s/ Richard L. Horton                   Director                 March 11, 1998
 ----------------------
   Richard L. Horton

 /s/ Terrill J. Horton                   Director                 March 11, 1998
 ---------------------
   Terrill J. Horton

 /s/ David J. Keller            Treasurer, Chief Financial        March 11, 1998
 ---------------------             Officer and Director
   David J. Keller              (Principal Accounting and 
                                    Financial Officer)

 /s/ Francine I. Neff                    Director                 March 11, 1998
 ----------------------
   Francine I. Neff

 /s/ Scott J. Stone                      Director                 March 11, 1998
----------------------
   Scott J. Stone

 /s/ Donald J. Tomnitz                   Director                 March 11, 1998
 ----------------------
   Donald J. Tomnitz

                                       S-2
EXHIBIT INDEX

EXHIBIT                              EXHIBIT
NUMBER                               -------
-------
   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
 24* -   Powers of Attorney

----------

* See page S-2 of this Registration Statement.