As filed with the Securities and Exchange Commission on June 19, 2001
                                              Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                              AVATAR HOLDINGS INC.
             (Exact Name of Registrant as Specified in its Charter)


              DELAWARE                                  23-1739078
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)


                               201 ALHAMBRA CIRCLE
                           CORAL GABLES, FLORIDA 33134
                                 (305) 442-7000
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)


                              AVATAR HOLDINGS INC.
        AMENDED AND RESTATED 1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN
                              (Full Title of Plans)


                               JUANITA I. KERRIGAN
                          VICE PRESIDENT AND SECRETARY
                              AVATAR HOLDINGS INC.
                               201 ALHAMBRA CIRCLE
                           CORAL GABLES, FLORIDA 33134
                                 (305) 442-7000
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                             ROBERT TODD LANG, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                   767 FIFTH AVENUE, NEW YORK, NEW YORK 10153
                                 (212) 310-8000

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                                  Proposed              Proposed            Amount of
Title of Each Class of                     Amount to be       Maximum Offering      Maximum Aggregate      Registration
Securities to be Registered                Registered(1)     Price Per Share(2)     Offering Price(2)          Fee
-------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>                  <C>                     <C>
Common Stock, par value $1.00 per share    900,000 shares          $28.06              $25,252,500          $6,313.13
=========================================================================================================================

</TABLE>

(1)        Plus such indeterminate number of shares of Common Stock of the
           Registrant as may be issued to prevent dilution resulting from stock
           dividends, stock splits or similar transactions in accordance with
           Rule 416 under the Securities Act of 1933.
(2)        Estimated pursuant to Rule 457(h) and Rule 457(c) under the
           Securities Act of 1933, based upon (a) the aggregate exercise price,
           with respect to the 415,000 shares subject to existing stock options
           and (b) the average of the high and low sales prices of the
           Registrant's Common Stock on The Nasdaq Stock Market on June 14,
           2001, with respect to the remaining 485,000 shares.

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

<PAGE>
                                    PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

           The documents containing the information required by Part I of Form
S-8 will be sent or given to plan participants as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act"). Such documents
are not required to be and are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424. These documents
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.















                                       1
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents filed with the Commission by Avatar Holdings
Inc. (the "Company") (File No. 0-7616) are incorporated herein by reference: (i)
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2000; (ii) the Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2001; (iii) the description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A filed with the
Commission, pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on October 15, 1980, including any amendment or
report filed for the purpose of updating such description.

           All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
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.

ITEM 4.  DESCRIPTION OF SECURITIES.

           Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Certain members of Weil, Gotshal & Manges LLP, counsel to the
Company, own approximately 12,737 shares of the Company's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           Generally, Section 145 of the General Corporation Law of the State of
Delaware permits a corporation to provide indemnification to its directors and
officers under certain circumstances. Reference is also made to Article Sixth of
the Company's Certificate of Incorporation which provides that the Company shall
indemnify any person who was or is a party or threatened to be made a party to
any threatened, pending or completed action, suit or proceeding by reason of the
fact that he or she (or a person of whom he or she is a legal representative) is
or was a director, officer or employee of the Company or a majority-owned
subsidiary of the Company in an official capacity as a director, officer, or
employee or in any other capacity while serving as a director, officer or
employee. In addition, the Company maintains liability insurance which, subject
to certain exceptions and limitations, insures directors and officers against
any claim or claims made against them for any actual or alleged error,
misstatement or misleading statement, act or omission, neglect or breach of duty
while acting in their capacities as such directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.

ITEM 8.  EXHIBITS.

       4.1   -    Certificate of Incorporation, as amended and restated May 28,
                  1998 (incorporated by reference to Exhibit 3(a) to the
                  Registrant's Form 10-Q for the quarter ended June 30, 1998,
                  (File No. 0-7616)).


                                      II-1
<PAGE>
       4.2   -    Certificate of Amendment of Restated Certificate of
                  Incorporation, dated May 26, 2000 (incorporated by reference
                  to Exhibit 3(b), to the Registrant's Form 10-Q for the quarter
                  ended June 30, 2000 (File No. 0-7616)).

       4.3   -    By-laws, as amended and restated May 28, 1998 (incorporated by
                  reference to Exhibit 3(b) to the Registrant's Form 10-Q for
                  the quarter ended June 30, 1998 (File No. 0-7616)).

       4.4   -    Specimen Common Stock Certificate (incorporated by reference
                  to Exhibit 1(a) to the Registrant's Registration Statement on
                  Form 8-A, filed with the Commission on October 15, 1980 (File
                  No. 0-7616)).

       5     -    Opinion of Weil, Gotshal & Manges LLP (filed herewith).

       23.1  -    Consent of Ernst & Young LLP (filed herewith).

       23.2  -    Consent of Weil, Gotshal & Manges LLP (included in its opinion
                  which appears as Exhibit 5 to this Registration Statement).

       24    -    Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).

       99.1  -    Avatar Holdings Inc. 1997 Incentive and Capital Accumulation
                  Plan (incorporated by reference to Exhibit 10(k) to the
                  Registrant's Form 10-K for the fiscal year ended December 31,
                  1997 (File No. 0-7616)).

       99.2  -    Avatar Holdings Inc. Amended and Restated 1997 Incentive and
                  Capital Accumulation Plan (incorporated by reference to
                  Exhibit 10(a) to the Registrant's Form 10-Q for the quarter
                  ended June 30, 1999) (File No. 0-7616)).

       99.3  -    Certificate of Amendment to the Avatar Holdings Inc. Amended
                  and Restated 1997 Incentive and Capital Accumulation Plan
                  (filed herewith).

ITEM 9.  UNDERTAKINGS.

      (a)   The undersigned Registrant hereby undertakes:

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

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

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


                                      II-2
<PAGE>
                        offered (if the total dollar value of securities offered
                        would not exceed that which was registered) and any
                        deviation from the low or high and the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20 percent change in the
                        maximum aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the effective
                        Registration Statement.

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

            provided, however, that the undertakings set forth in 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
            Securities and Exchange Commission by the Registrant pursuant to
            Section 13 or Section 15(d) of the Exchange Act that are
            incorporated by reference in this Registration Statement.

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

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

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the
            Securities Act and is, therefore, unenforceable. In the event that a
            claim for indemnification against such liabilities (other than the
            payment by 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 Securities Act and will be governed by the final
            adjudication of such issue.


                                      II-3
<PAGE>
                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Coral Gables, State of Florida, on this 18th day of
June, 2001.

                               AVATAR HOLDINGS INC.

                               By: /s/ Gerald D. Kelfer
                                   --------------------------------------------
                                   Name: Gerald D. Kelfer
                                   Title: President and Chief Executive Officer


                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Gerald D. Kelfer, Juanita I.
Kerrigan and Charles L. McNairy, or any of them, each acting alone, his true and
lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for such person and in his name, place and stead, in any and all
capacities, in connection with the Registrant's Registration Statement on Form
S-8 under the Securities Act of 1933, including to sign the Registration
Statement and any and all 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 and any applicable
securities exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, 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 said
attorneys-in-fact and agents, or his substitute or substitutes, 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 date indicated.

<TABLE>
<CAPTION>
          Signature                           Title                                Date
          ---------                           -----                                ----
<S>                                <C>                                         <C>
     /s/ Gerald D. Kelfer          President, Chief Executive                  June 18, 2001
-----------------------------      Officer and Director (Principal
       Gerald D. Kelfer            Executive Officer)


    /s/ Charles L. McNairy         Executive Vice President, Treasurer         June 18, 2001
-----------------------------      and Chief Financial Officer
      Charles L. McNairy           (Principal Financial Officer)


      /s/ Michael P. Rama          Controller (Principal Accounting            June 18, 2001
-----------------------------      Officer)
        Michael P. Rama


      /s/ Milton Dresner           Director                                    June 18, 2001
-----------------------------
        Milton Dresner


         /s/ Leon Levy             Director and Chairman of the Board of       June 18, 2001
-----------------------------      Directors
           Leon Levy



                                      II-4
<PAGE>
      /s/ Martin Meyerson          Director                                    June 18, 2001
-----------------------------
        Martin Meyerson


   /s/ Elizabeth B. Moynihan       Director                                    June 18, 2001
-----------------------------
     Elizabeth B. Moynihan


     /s/ Kenneth T. Rosen          Director                                    June 18, 2001
-----------------------------
       Kenneth T. Rosen


    /s/ Fred Stanton Smith         Director                                    June 18, 2001
-----------------------------
      Fred Stanton Smith


     /s/ William G. Spears         Director                                    June 18, 2001
-----------------------------
       William G. Spears


      /s/ Beth A. Stewart          Director                                    June 18, 2001
-----------------------------
        Beth A. Stewart

</TABLE>











                                      II-5
<PAGE>
                                  EXHIBIT INDEX
                                  -------------

EXHIBIT NO.                              DESCRIPTION
-----------                              -----------

 4.1    -   Certificate of Incorporation, as amended and restated May 28, 1998
            (incorporated by reference to Exhibit 3(a) to the Registrant's Form
            10-Q for the quarter ended June 30, 1998 (File No. 0-7616)).

 4.2    -   Certificate of Amendment of Restated Certificate of Incorporation,
            dated May 26, 2000 (incorporated by reference to Exhibit 3(b) to the
            Registrant's Form 10-Q for the quarter ended June 30, 2000 (File No.
            0-7616)).

 4.3    -   By-laws, as amended and restated May 28, 1998 (incorporated by
            reference to Exhibit 3(b) to the Registrant's Form 10-Q for the
            quarter ended June 30, 1998 (File No. 0-7616)).

 4.4    -   Specimen Common Stock Certificate (incorporated by reference to
            Exhibit 1(a) to the Registrant's Registration Statement on Form 8-A,
            filed with the Commission on October 15, 1980 (File No. 0-7616)).

 5      -   Opinion of Weil, Gotshal & Manges LLP (filed herewith).

 23.1   -   Consent of Ernst & Young LLP (filed herewith).

 23.2   -   Consent of Weil, Gotshal & Manges LLP (included in its opinion which
            appears as Exhibit 5 to this Registration Statement).

 24     -   Power of Attorney (included as part of the signature page to this
            Registration Statement and incorporated herein by reference).

 99.1   -   Avatar Holdings Inc. 1997 Incentive and Capital Accumulation Plan
            (incorporated by reference to Exhibit 10(k) to the Registrant's Form
            10-K for the fiscal year ended December 31, 1997 (File No. 0-7616)).

 99.2   -   Avatar Holdings Inc. Amended and Restated 1997 Incentive and Capital
            Accumulation Plan (incorporated by reference to Exhibit 10(a) to the
            Registrant's Form 10-Q for the quarter ended June 30, 1999) (File
            No. 0-7616)).

 99.3   -   Certificate of Amendment to the Avatar Holdings Inc. Amended and
            Restated 1997 Incentive and Capital Accumulation Plan (filed
            herewith).
[{"type": "S-8", "sequence": "1", "filename": "the-s8.txt", "secsgml_size_bytes": 21986}]
{"company-data": {"conformed-name": "AVATAR HOLDINGS INC", "cik": "0000039677", "assigned-sic": "1531", "irs-number": "231739078", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63278", "film-number": "1662956"}, "business-address": {"street1": "201 ALHAMBRA CIRCLE", "city": "CORAL GABLES", "state": "FL", "zip": "33134", "phone": "3054427000"}, "mail-address": {"street1": "201 ALHAMBRA CIRCLE", "city": "CORAL GABLES", "state": "FL", "zip": "33134"}, "former-company": [{"former-conformed-name": "GAC CORP /DE/", "date-changed": "19801023"}, {"former-conformed-name": "GENERAL ACCEPTANCE CORP", "date-changed": "19710208"}]}
As filed with the Securities and Exchange Commission on June 19, 2001
                                              Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              AVATAR HOLDINGS INC.
             (Exact Name of Registrant as Specified in its Charter)

              DELAWARE                                  23-1739078
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                               201 ALHAMBRA CIRCLE
                           CORAL GABLES, FLORIDA 33134
                                 (305) 442-7000
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                              AVATAR HOLDINGS INC.
        AMENDED AND RESTATED 1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN
                              (Full Title of Plans)

                               JUANITA I. KERRIGAN
                          VICE PRESIDENT AND SECRETARY
                              AVATAR HOLDINGS INC.
                               201 ALHAMBRA CIRCLE
                           CORAL GABLES, FLORIDA 33134
                                 (305) 442-7000
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                             ROBERT TODD LANG, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                   767 FIFTH AVENUE, NEW YORK, NEW YORK 10153
                                 (212) 310-8000
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                                  Proposed              Proposed            Amount of
Title of Each Class of                     Amount to be       Maximum Offering      Maximum Aggregate      Registration
Securities to be Registered                Registered(1)     Price Per Share(2)     Offering Price(2)          Fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share    900,000 shares          $28.06              $25,252,500          $6,313.13
=========================================================================================================================
(1)        Plus such indeterminate number of shares of Common Stock of the
           Registrant as may be issued to prevent dilution resulting from stock
           dividends, stock splits or similar transactions in accordance with
           Rule 416 under the Securities Act of 1933.
(2)        Estimated pursuant to Rule 457(h) and Rule 457(c) under the
           Securities Act of 1933, based upon (a) the aggregate exercise price,
           with respect to the 415,000 shares subject to existing stock options
           and (b) the average of the high and low sales prices of the
           Registrant's Common Stock on The Nasdaq Stock Market on June 14,
           2001, with respect to the remaining 485,000 shares.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

           The documents containing the information required by Part I of Form
S-8 will be sent or given to plan participants as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act"). Such documents
are not required to be and are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424. These documents
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                       1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents filed with the Commission by Avatar Holdings
Inc. (the "Company") (File No. 0-7616) are incorporated herein by reference: (i)
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2000; (ii) the Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2001; (iii) the description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A filed with the
Commission, pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on October 15, 1980, including any amendment or
report filed for the purpose of updating such description.

           All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
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.

ITEM 4.  DESCRIPTION OF SECURITIES.

           Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Certain members of Weil, Gotshal & Manges LLP, counsel to the
Company, own approximately 12,737 shares of the Company's Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           Generally, Section 145 of the General Corporation Law of the State of
Delaware permits a corporation to provide indemnification to its directors and
officers under certain circumstances. Reference is also made to Article Sixth of
the Company's Certificate of Incorporation which provides that the Company shall
indemnify any person who was or is a party or threatened to be made a party to
any threatened, pending or completed action, suit or proceeding by reason of the
fact that he or she (or a person of whom he or she is a legal representative) is
or was a director, officer or employee of the Company or a majority-owned
subsidiary of the Company in an official capacity as a director, officer, or
employee or in any other capacity while serving as a director, officer or
employee. In addition, the Company maintains liability insurance which, subject
to certain exceptions and limitations, insures directors and officers against
any claim or claims made against them for any actual or alleged error,
misstatement or misleading statement, act or omission, neglect or breach of duty
while acting in their capacities as such directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.

ITEM 8.  EXHIBITS.

       4.1   -    Certificate of Incorporation, as amended and restated May 28,
                  1998 (incorporated by reference to Exhibit 3(a) to the
                  Registrant's Form 10-Q for the quarter ended June 30, 1998,
                  (File No. 0-7616)).

                                      II-1
4.2   -    Certificate of Amendment of Restated Certificate of
                  Incorporation, dated May 26, 2000 (incorporated by reference
                  to Exhibit 3(b), to the Registrant's Form 10-Q for the quarter
                  ended June 30, 2000 (File No. 0-7616)).

       4.3   -    By-laws, as amended and restated May 28, 1998 (incorporated by
                  reference to Exhibit 3(b) to the Registrant's Form 10-Q for
                  the quarter ended June 30, 1998 (File No. 0-7616)).

       4.4   -    Specimen Common Stock Certificate (incorporated by reference
                  to Exhibit 1(a) to the Registrant's Registration Statement on
                  Form 8-A, filed with the Commission on October 15, 1980 (File
                  No. 0-7616)).

       5     -    Opinion of Weil, Gotshal & Manges LLP (filed herewith).

       23.1  -    Consent of Ernst & Young LLP (filed herewith).

       23.2  -    Consent of Weil, Gotshal & Manges LLP (included in its opinion
                  which appears as Exhibit 5 to this Registration Statement).

       24    -    Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).

       99.1  -    Avatar Holdings Inc. 1997 Incentive and Capital Accumulation
                  Plan (incorporated by reference to Exhibit 10(k) to the
                  Registrant's Form 10-K for the fiscal year ended December 31,
                  1997 (File No. 0-7616)).

       99.2  -    Avatar Holdings Inc. Amended and Restated 1997 Incentive and
                  Capital Accumulation Plan (incorporated by reference to
                  Exhibit 10(a) to the Registrant's Form 10-Q for the quarter
                  ended June 30, 1999) (File No. 0-7616)).

       99.3  -    Certificate of Amendment to the Avatar Holdings Inc. Amended
                  and Restated 1997 Incentive and Capital Accumulation Plan
                  (filed herewith).

ITEM 9.  UNDERTAKINGS.

      (a)   The undersigned Registrant hereby undertakes:

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

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

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

                                      II-2
offered (if the total dollar value of securities offered
                        would not exceed that which was registered) and any
                        deviation from the low or high and the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20 percent change in the
                        maximum aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the effective
                        Registration Statement.

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

            provided, however, that the undertakings set forth in 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
            Securities and Exchange Commission by the Registrant pursuant to
            Section 13 or Section 15(d) of the Exchange Act that are
            incorporated by reference in this Registration Statement.

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

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

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the
            Securities Act and is, therefore, unenforceable. In the event that a
            claim for indemnification against such liabilities (other than the
            payment by 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 Securities Act and will be governed by the final
            adjudication of such issue.

                                      II-3
SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Coral Gables, State of Florida, on this 18th day of
June, 2001.

                               AVATAR HOLDINGS INC.

                               By: /s/ Gerald D. Kelfer
                                   --------------------------------------------
                                   Name: Gerald D. Kelfer
                                   Title: President and Chief Executive Officer

                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Gerald D. Kelfer, Juanita I.
Kerrigan and Charles L. McNairy, or any of them, each acting alone, his true and
lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for such person and in his name, place and stead, in any and all
capacities, in connection with the Registrant's Registration Statement on Form
S-8 under the Securities Act of 1933, including to sign the Registration
Statement and any and all 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 and any applicable
securities exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, 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 said
attorneys-in-fact and agents, or his substitute or substitutes, 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 date indicated.
Signature                           Title                                Date
          ---------                           -----                                ----
/s/ Gerald D. Kelfer          President, Chief Executive                  June 18, 2001
-----------------------------      Officer and Director (Principal
       Gerald D. Kelfer            Executive Officer)

    /s/ Charles L. McNairy         Executive Vice President, Treasurer         June 18, 2001
-----------------------------      and Chief Financial Officer
      Charles L. McNairy           (Principal Financial Officer)

      /s/ Michael P. Rama          Controller (Principal Accounting            June 18, 2001
-----------------------------      Officer)
        Michael P. Rama

      /s/ Milton Dresner           Director                                    June 18, 2001
-----------------------------
        Milton Dresner

         /s/ Leon Levy             Director and Chairman of the Board of       June 18, 2001
-----------------------------      Directors
           Leon Levy

                                      II-4
/s/ Martin Meyerson          Director                                    June 18, 2001
-----------------------------
        Martin Meyerson

   /s/ Elizabeth B. Moynihan       Director                                    June 18, 2001
-----------------------------
     Elizabeth B. Moynihan

     /s/ Kenneth T. Rosen          Director                                    June 18, 2001
-----------------------------
       Kenneth T. Rosen

    /s/ Fred Stanton Smith         Director                                    June 18, 2001
-----------------------------
      Fred Stanton Smith

     /s/ William G. Spears         Director                                    June 18, 2001
-----------------------------
       William G. Spears

      /s/ Beth A. Stewart          Director                                    June 18, 2001
-----------------------------
        Beth A. Stewart
II-5
EXHIBIT INDEX
                                  -------------

EXHIBIT NO.                              DESCRIPTION
-----------                              -----------

 4.1    -   Certificate of Incorporation, as amended and restated May 28, 1998
            (incorporated by reference to Exhibit 3(a) to the Registrant's Form
            10-Q for the quarter ended June 30, 1998 (File No. 0-7616)).

 4.2    -   Certificate of Amendment of Restated Certificate of Incorporation,
            dated May 26, 2000 (incorporated by reference to Exhibit 3(b) to the
            Registrant's Form 10-Q for the quarter ended June 30, 2000 (File No.
            0-7616)).

 4.3    -   By-laws, as amended and restated May 28, 1998 (incorporated by
            reference to Exhibit 3(b) to the Registrant's Form 10-Q for the
            quarter ended June 30, 1998 (File No. 0-7616)).

 4.4    -   Specimen Common Stock Certificate (incorporated by reference to
            Exhibit 1(a) to the Registrant's Registration Statement on Form 8-A,
            filed with the Commission on October 15, 1980 (File No. 0-7616)).

 5      -   Opinion of Weil, Gotshal & Manges LLP (filed herewith).

 23.1   -   Consent of Ernst & Young LLP (filed herewith).

 23.2   -   Consent of Weil, Gotshal & Manges LLP (included in its opinion which
            appears as Exhibit 5 to this Registration Statement).

 24     -   Power of Attorney (included as part of the signature page to this
            Registration Statement and incorporated herein by reference).

 99.1   -   Avatar Holdings Inc. 1997 Incentive and Capital Accumulation Plan
            (incorporated by reference to Exhibit 10(k) to the Registrant's Form
            10-K for the fiscal year ended December 31, 1997 (File No. 0-7616)).

 99.2   -   Avatar Holdings Inc. Amended and Restated 1997 Incentive and Capital
            Accumulation Plan (incorporated by reference to Exhibit 10(a) to the
            Registrant's Form 10-Q for the quarter ended June 30, 1999) (File
            No. 0-7616)).

 99.3   -   Certificate of Amendment to the Avatar Holdings Inc. Amended and
            Restated 1997 Incentive and Capital Accumulation Plan (filed
            herewith).