As filed with the Securities and Exchange Commission on August  29, 1996
                           Registration No. 333-
                                     
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
                                FORM S - 8
                                     
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933
                                     
                           SUNDANCE HOMES, INC.
                                                               
         ( Exact name of registrant as specified in its charter )
                                     
          Illinois                                    36-3111764
   (State or other jurisdiction              (IRS Employer Identification
 of incorporation or organization)                      Number)       
                                     
1375 East Woodfield Road, Suite 600, Schaumburg, Illinois 60173 (847) 255-5555
        (Address of Principal Executive Offices including Zip Code)
                                     
              Sundance Homes, Inc. 1993 Stock Incentive Plan
          Sundance Homes, Inc. 1993 Directors' Stock Option Plan
                           ( Full title of plan)
                                     
                             Maurice Sanderman
1375 East Woodfield Road, Suite 600, Schaumburg, Illinois 60173 (847) 255-5555
         (Name, address and telephone number of agent for service)
                                     
                                Copies to:
                                     
                          Lawrence D. Levin, Esq.
                           Katten Muchin & Zavis
                          525 West Monroe Street
                                Suite 1600
                          Chicago, Illinois 60661
                              (312) 902-5200
                                     
                      CALCULATION OF REGISTRATION FEE

                                 Proposed         Proposed           
  Title of     Amount to be      maximum          maximum          Amount of
securities to   registered    offering price      aggregate       registration
be registered       (1)        per share (2)   offering price (2)     fee
                                      
Common Stock                                                       
  ($.01 par       150,000      See Footnote      $ 281,875         $ 97.00
   value)         shares         2 below
                                     
1)   Includes an indeterminate number of shares of Sundance Homes, Inc.
     Common Stock that may be issuable by reason of stock splits, stock
     dividends or similar transactions.
2)   The amounts are based upon the exercise of options for 5,000 shares of
  Sundance Homes, Inc. common stock for the price of $2.00 per share and the
  exercise of options for the remaining 145,000 shares for the price of $1.875
  per share, the average of high and low sales prices as reported on
  The Nasdaq Stock Market's National Market on August 23, 1996, and are
  used solely for the purpose of calculating the registration fee pursuant to
  Rule 457 (h)(1) under the Securities Act of 1933.

<PAGE>

                           EXPLANATORY STATEMENT
                                     
      This  Registration Statement on Form S-8 is being filed  pursuant  to
General Instruction E of Form S-8 to register additional securities of  the
same class as other securities for which a registration statement filed  on
Form S-8 relating to the Sundance Homes, Inc. 1993 Stock Incentive Plan and
the  Sundance Homes, Inc.  1993 Directors' Stock Option Plan (collectively,
the  "Plans") is effective.  Pursuant to General Instruction E of Form S-8,
the   contents  of  the  Company's  Registration  Statement  on  Form   S-8
(Registration  No.  33-96546),  filed  with  the  Securities  and  Exchange
Commission  on September 1, 1995 and relating to the Plans, is incorporated
herein by reference.

                                  PART II
                                     
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                     
Item 8. Exhibits.

4.1       The  Sundance Homes, Inc. 1993 Stock Incentive Plan  (filed  as
          Exhibit 10.1 to the Company's Registration Statement on Form S-
          1,  File  Number  33-60988 (the "Form S-1"),  and  incorporated
          herein by reference).
          
4.2       The  Sundance  Homes, Inc. 1993 Directors'  Stock  Option  Plan
          (filed as Exhibit 10.2 to the Form S-1, and incorporated herein
          by reference).
          
4.3       Amended  and Restated Articles of Incorporation of the  Company
          (filed  as  Exhibit 4.3 to the Company's Registration Statement
          on  Form  S-8,  File  Number 33-96546  (the  "Form  S-8"),  and
          incorporated herein by reference).
          
4.4       Amended  and Restated By-Laws of the Company (filed as  Exhibit
          4.4 to the Form S-8, and incorporated herein by reference).
          
4.5       First   Amendment  to  the  Sundance  Homes,  Inc.  1993  Stock
          Incentive Plan.
          
4.6       First  Amendment  to the Sundance Homes, Inc.  1993  Directors'
          Stock Option Plan.
          
5         Opinion  of  Katten Muchin & Zavis as to the  legality  of  the
          shares of Common Stock Being offered under the Plans.
          
23.1      Consent of Price Waterhouse LLP.
          
23.2      Consent of Katten Muchin & Zavis (included in its opinion filed
          as Exhibit 5 herein).
          
24        Power  of  Attorney  (included on the signature  page  of  this
          Registration Statement).
          
<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 Schaumburg, State of Illinois, on
this 29th day of August, 1996.

                                   SUNDANCE HOMES, INC.

                                   By: _/S/ Maurice Sanderman____
                                         Maurice Sanderman
                                       Chairman of the Board
                                     and Chief Executive Officer
                                        
                                     
                             POWER OF ATTORNEY
      Each  person  whose  signature appears below hereby  constitutes  and
appoints Maurice Sanderman and Arthur Titus, and each of them, his true and
lawful  attorneys-in-fact and agents, with full power of  substitution,  to
sign  on  his behalf, individually and in each capacity stated  below,  all
amendments and post-effective amendments to this Registration Statement  on
Form  S-8  and  to file the same, with all exhibits thereto and  any  other
documents  in  connection  therewith,  with  the  Securities  and  Exchange
Commission  under the Securities Act of 1933, 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 and to all intents and purposes as each might  or  could
do in person, hereby ratifying and confirming each act that said attorneys-
in-fact and agents may lawfully do or cause to be done by virtue thereof.

      Pursuant  to  the requirements of the Securities Act  of  1933,  this
Registration  Statement has been signed below by the following  persons  in
the capacities indicated on this  29th  day of August, 1996.


          SIGNATURE                       TITLE
                              
                              Chairman of the Board, Chief Executive Officer
    /S/ Maurice Sanderman     (Principal Executive Officer) and Director
      Maurice Sanderman       
                              
                              President, Chief Operating Officer and Director
      /S/ Arthur Titus        (Principal Financial and Accounting Officer)
        Arthur Titus          
                              
   /S/ Dennis Bookshester     Director
     Dennis Bookshester       
                              
     /S/ Charles Engles       Director
       Charles Engles         
                              
     /S/ Gerald Ginsburg      Director
       Gerald Ginsburg        

<PAGE>
                               EXHIBIT INDEX
                                     
 Exhibit                       Description                     
 Number                                                          
                                                               
   
4.1         The  Sundance  Homes, Inc. 1993  Stock  Incentive     
            Plan  (filed  as  Exhibit 10.1 to  the  Company's
            Registration Statement on Form S-1,  File  Number
            33-60988   (the  "Form  S-1"),  and  incorporated
            herein by reference).
            
4.2         The  Sundance  Homes, Inc. 1993 Directors'  Stock
            Option Plan (filed as Exhibit 10.2 to the Form S-
            1, and incorporated herein by reference).
            
4.3         Amended and Restated Articles of Incorporation of
            the   Company  (filed  as  Exhibit  4.3  to   the
            Company's  Registration Statement  on  Form  S-8,
            File  Number  33-96546  (the  "Form  S-8"),   and
            incorporated herein by reference).
            
4.4         Amended  and  Restated  By-Laws  of  the  Company
            (filed  as  Exhibit  4.4 to  the  Form  S-8,  and
            incorporated herein by reference).
            
4.5         First Amendment to the Sundance Homes, Inc.  1993
            Stock Incentive Plan.
            
4.6         First Amendment to the Sundance Homes, Inc.  1993
            Directors' Stock Option Plan.
            
5           Opinion  of  Katten  Muchin &  Zavis  as  to  the
            legality  of  the  shares of Common  Stock  Being
            offered under the Plans.
            
23.1        Consent of Price Waterhouse LLP.
            
23.2        Consent of Katten Muchin & Zavis (included in its
            opinion filed as Exhibit 5 herein).
            
24          Power of Attorney (included on the signature page
            of this Registration Statement).
            
<PAGE>
EXHIBIT 4.5

                          First Amendment to the
                           Sundance Homes, Inc.
                         1993 Stock Incentive Plan



     RESOLVED, that the Sundance Homes, Inc. 1993 Stock Incentive Plan (the
"Plan")  be  and  hereby  is  amended,  subject  to  shareholder  approval,
effective February 16, 1996, as follows:

                                    I.

      Section 4.1 hereby is amended by deleting the first sentence  thereof
and inserting in its place the following sentence:

     "Subject to the adjustment under Section 4.6, the total number of
     shares  of  Common Stock reserved and available for  distribution
     pursuant  to  Awards under this Plan shall be 625,000  shares  of
     Common Stock authorized for issuance.

                                    II.

      In  all  other  respects the Plan shall continue in  full  force  and
effect.


Dated:    December 2, 1995

                                        By order of the Board of Directors,



                                        DAVID APTER
                                        Corporate Secretary
<PAGE>

EXHIBIT 4.6

                          First Amendment to the
                           Sundance Homes, Inc.
                     1993 Directors' Stock Option Plan



      RESOLVED, that the Sundance Homes, Inc. 1993 Directors' Stock  Option
Plan  (the  "Plan")  be  and  hereby  is amended,  subject  to  shareholder
approval, effective February 16, 1996, as follows:

                                    I.

     Section 3(a) hereby is amended by deleting the second sentence thereof
and inserting in its place the following sentence:

     "There  shall  be  100,000  shares of Common  Stock,  subject  to
     adjustment  under  Section  6(b),  reserved  and  available   for
     purchase upon the exercise of Options granted under the Plan."

                                    II.

      In  all  other  respects the Plan shall continue in  full  force  and
effect.


Dated:    December 2, 1995

                                        By order of the Board of Directors,



                                        DAVID APTER
                                       Corporate Secretary
<PAGE>                                                                         
EXHIBIT 5

                         August 29, 1996
     
     
Sundance Homes, Inc.
1375 East Woodfield Road
Suite 600
Schaumburg, Illinois  60173

Ladies and Gentlemen:

      We have acted as counsel for Sundance Homes, Inc.,  an
Illinois corporation (the "Company"), in connection with the
preparation and filing of a Registration Statement on Form S-
8  (the  "Registration Statement") for the registration  for
sale  under  the Securities Act of 1933, as amended,  of  an
additional  150,000  shares of the Company's  Common  Stock,
$.01  par  value (the "Common Stock"), which may  be  issued
pursuant  to  the Sundance Homes, Inc. 1993 Stock  Incentive
Plan,  as amended by the First Amendment to such plan,  (the
"Stock  Incentive Plan") and the Sundance Homes,  Inc.  1993
Directors'  Stock  Option  Plan, as  amended  by  the  First
Amendment to such plan, (the "Directors Plan").

      In  connection with this opinion, we have examined and
relied  upon originals or copies of, certified or  otherwise
identified to our satisfaction, the following:

               1.   The Registration Statement;

               2.   The  Amended and Restated Articles  of
                    Incorporation of the Company;

               3.   The Amended and Restated By-Laws of the
                    Company;

               4.   Resolutions duly adopted by the Board of
                    Directors of the Company relating to the
                    adoption and increase in the size of the Stock
                    Incentive Plan and Directors Plan;

               5.   The Stock Incentive Plan and Directors Plan
                    (collectively, the "Plans");

               6.   Certificates of public officials,
                    certificates of officers, representatives and
                    agents of the Company, and we have assumed that
                    all of the representations contained therein
                    are accurate and complete; and

                7.   Such other instruments, documents, statements
                     and records of the  Company and others as we have
                     deemed relevant and necessary to examine and
                     rely upon for the purpose of this opinion.

      In  connection  with  this opinion,  we  have  assumed  the
accuracy  and completeness of all documents and records  that  we
have   reviewed,   the   genuineness  of  all   signatures,   the
authenticity  of the documents submitted to us as  originals  and
the  conformity to authentic original documents of all  documents
submitted to us as certified, conformed or reproduced copies.  We
have  further  assumed that all natural persons involved  in  the
transactions  contemplated  by the  Registration  Statement  (the
"Offering")  have  sufficient legal capacity to  enter  into  and
perform their respective obligations and to carry out their roles
in the Offering.

      Based  upon the foregoing, we are of the opinion  that  the
150,000  additional  shares of Common Stock  issuable  under  the
Plans,  when  issued and delivered by the Company  in  accordance
with  the terms of the Plans, will be validly issued, fully  paid
and nonassessable securities of the Company.

      Our  opinion expressed above is limited to the laws of  the
State  of  Illinois,  and we do not express  any  opinion  herein
concerning  any  other  laws.  This opinion  is  solely  for  the
information  of the addressee hereof and is not to be  quoted  in
full  or in part or otherwise referred to, nor is it to be  filed
with  any  governmental agency or any other  person  without  our
prior  written  consent.  This opinion is given as  of  the  date
hereof and we assume no obligation to advise you of changes  that
may hereafter be brought to our attention.

      We hereby consent to the use of this opinion for filing  as
Exhibit 5 to the Registration Statement.

                                   Very truly yours,




                                   /S/ KATTEN MUCHIN & ZAVIS

<PAGE>

EXHIBIT 23.1

               CONSENT OF INDEPENDENT ACCOUNTANTS
                                

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated November
22, 1995, which appears on page 23 of the 1995 Annual Report to
Shareholders of Sundance Homes, Inc. which is incorporated by
reference in Sundance Homes, Inc.'s Form 10-K for the nine months
ended September 30, 1995.


/S/ PRICE WATERHOUSE LLP
    Chicago, IL
    August 27, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17651}]
{"company-data": {"conformed-name": "SUNDANCE HOMES INC", "cik": "0000900616", "assigned-sic": "1531", "irs-number": "363111764", "state-of-incorporation": "IL", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11087", "film-number": "96623710"}, "business-address": {"street1": "1375 E WOODFIELD RD STE 600", "city": "SCHAUMBURG", "state": "IL", "zip": "60008", "phone": "7082555555"}}
As filed with the Securities and Exchange Commission on August  29, 1996
                           Registration No. 333-
                                     
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
                                FORM S - 8
                                     
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933
                                     
                           SUNDANCE HOMES, INC.
                                                               
         ( Exact name of registrant as specified in its charter )
                                     
          Illinois                                    36-3111764
   (State or other jurisdiction              (IRS Employer Identification
 of incorporation or organization)                      Number)       
                                     
1375 East Woodfield Road, Suite 600, Schaumburg, Illinois 60173 (847) 255-5555
        (Address of Principal Executive Offices including Zip Code)
                                     
              Sundance Homes, Inc. 1993 Stock Incentive Plan
          Sundance Homes, Inc. 1993 Directors' Stock Option Plan
                           ( Full title of plan)
                                     
                             Maurice Sanderman
1375 East Woodfield Road, Suite 600, Schaumburg, Illinois 60173 (847) 255-5555
         (Name, address and telephone number of agent for service)
                                     
                                Copies to:
                                     
                          Lawrence D. Levin, Esq.
                           Katten Muchin & Zavis
                          525 West Monroe Street
                                Suite 1600
                          Chicago, Illinois 60661
                              (312) 902-5200
                                     
                      CALCULATION OF REGISTRATION FEE

                                 Proposed         Proposed           
  Title of     Amount to be      maximum          maximum          Amount of
securities to   registered    offering price      aggregate       registration
be registered       (1)        per share (2)   offering price (2)     fee
                                      
Common Stock                                                       
  ($.01 par       150,000      See Footnote      $ 281,875         $ 97.00
   value)         shares         2 below
                                     
1)   Includes an indeterminate number of shares of Sundance Homes, Inc.
     Common Stock that may be issuable by reason of stock splits, stock
     dividends or similar transactions.
2)   The amounts are based upon the exercise of options for 5,000 shares of
  Sundance Homes, Inc. common stock for the price of $2.00 per share and the
  exercise of options for the remaining 145,000 shares for the price of $1.875
  per share, the average of high and low sales prices as reported on
  The Nasdaq Stock Market's National Market on August 23, 1996, and are
  used solely for the purpose of calculating the registration fee pursuant to
  Rule 457 (h)(1) under the Securities Act of 1933.
EXPLANATORY STATEMENT
                                     
      This  Registration Statement on Form S-8 is being filed  pursuant  to
General Instruction E of Form S-8 to register additional securities of  the
same class as other securities for which a registration statement filed  on
Form S-8 relating to the Sundance Homes, Inc. 1993 Stock Incentive Plan and
the  Sundance Homes, Inc.  1993 Directors' Stock Option Plan (collectively,
the  "Plans") is effective.  Pursuant to General Instruction E of Form S-8,
the   contents  of  the  Company's  Registration  Statement  on  Form   S-8
(Registration  No.  33-96546),  filed  with  the  Securities  and  Exchange
Commission  on September 1, 1995 and relating to the Plans, is incorporated
herein by reference.

                                  PART II
                                     
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                     
Item 8. Exhibits.

4.1       The  Sundance Homes, Inc. 1993 Stock Incentive Plan  (filed  as
          Exhibit 10.1 to the Company's Registration Statement on Form S-
          1,  File  Number  33-60988 (the "Form S-1"),  and  incorporated
          herein by reference).
          
4.2       The  Sundance  Homes, Inc. 1993 Directors'  Stock  Option  Plan
          (filed as Exhibit 10.2 to the Form S-1, and incorporated herein
          by reference).
          
4.3       Amended  and Restated Articles of Incorporation of the  Company
          (filed  as  Exhibit 4.3 to the Company's Registration Statement
          on  Form  S-8,  File  Number 33-96546  (the  "Form  S-8"),  and
          incorporated herein by reference).
          
4.4       Amended  and Restated By-Laws of the Company (filed as  Exhibit
          4.4 to the Form S-8, and incorporated herein by reference).
          
4.5       First   Amendment  to  the  Sundance  Homes,  Inc.  1993  Stock
          Incentive Plan.
          
4.6       First  Amendment  to the Sundance Homes, Inc.  1993  Directors'
          Stock Option Plan.
          
5         Opinion  of  Katten Muchin & Zavis as to the  legality  of  the
          shares of Common Stock Being offered under the Plans.
          
23.1      Consent of Price Waterhouse LLP.
          
23.2      Consent of Katten Muchin & Zavis (included in its opinion filed
          as Exhibit 5 herein).
          
24        Power  of  Attorney  (included on the signature  page  of  this
          Registration Statement).
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 Schaumburg, State of Illinois, on
this 29th day of August, 1996.

                                   SUNDANCE HOMES, INC.

                                   By: _/S/ Maurice Sanderman____
                                         Maurice Sanderman
                                       Chairman of the Board
                                     and Chief Executive Officer
                                        
                                     
                             POWER OF ATTORNEY
      Each  person  whose  signature appears below hereby  constitutes  and
appoints Maurice Sanderman and Arthur Titus, and each of them, his true and
lawful  attorneys-in-fact and agents, with full power of  substitution,  to
sign  on  his behalf, individually and in each capacity stated  below,  all
amendments and post-effective amendments to this Registration Statement  on
Form  S-8  and  to file the same, with all exhibits thereto and  any  other
documents  in  connection  therewith,  with  the  Securities  and  Exchange
Commission  under the Securities Act of 1933, 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 and to all intents and purposes as each might  or  could
do in person, hereby ratifying and confirming each act that said attorneys-
in-fact and agents may lawfully do or cause to be done by virtue thereof.

      Pursuant  to  the requirements of the Securities Act  of  1933,  this
Registration  Statement has been signed below by the following  persons  in
the capacities indicated on this  29th  day of August, 1996.

          SIGNATURE                       TITLE
                              
                              Chairman of the Board, Chief Executive Officer
    /S/ Maurice Sanderman     (Principal Executive Officer) and Director
      Maurice Sanderman       
                              
                              President, Chief Operating Officer and Director
      /S/ Arthur Titus        (Principal Financial and Accounting Officer)
        Arthur Titus          
                              
   /S/ Dennis Bookshester     Director
     Dennis Bookshester       
                              
     /S/ Charles Engles       Director
       Charles Engles         
                              
     /S/ Gerald Ginsburg      Director
       Gerald Ginsburg
EXHIBIT INDEX
                                     
 Exhibit                       Description                     
 Number                                                          
                                                               
   
4.1         The  Sundance  Homes, Inc. 1993  Stock  Incentive     
            Plan  (filed  as  Exhibit 10.1 to  the  Company's
            Registration Statement on Form S-1,  File  Number
            33-60988   (the  "Form  S-1"),  and  incorporated
            herein by reference).
            
4.2         The  Sundance  Homes, Inc. 1993 Directors'  Stock
            Option Plan (filed as Exhibit 10.2 to the Form S-
            1, and incorporated herein by reference).
            
4.3         Amended and Restated Articles of Incorporation of
            the   Company  (filed  as  Exhibit  4.3  to   the
            Company's  Registration Statement  on  Form  S-8,
            File  Number  33-96546  (the  "Form  S-8"),   and
            incorporated herein by reference).
            
4.4         Amended  and  Restated  By-Laws  of  the  Company
            (filed  as  Exhibit  4.4 to  the  Form  S-8,  and
            incorporated herein by reference).
            
4.5         First Amendment to the Sundance Homes, Inc.  1993
            Stock Incentive Plan.
            
4.6         First Amendment to the Sundance Homes, Inc.  1993
            Directors' Stock Option Plan.
            
5           Opinion  of  Katten  Muchin &  Zavis  as  to  the
            legality  of  the  shares of Common  Stock  Being
            offered under the Plans.
            
23.1        Consent of Price Waterhouse LLP.
            
23.2        Consent of Katten Muchin & Zavis (included in its
            opinion filed as Exhibit 5 herein).
            
24          Power of Attorney (included on the signature page
            of this Registration Statement).
EXHIBIT 4.5

                          First Amendment to the
                           Sundance Homes, Inc.
                         1993 Stock Incentive Plan

     RESOLVED, that the Sundance Homes, Inc. 1993 Stock Incentive Plan (the
"Plan")  be  and  hereby  is  amended,  subject  to  shareholder  approval,
effective February 16, 1996, as follows:

                                    I.

      Section 4.1 hereby is amended by deleting the first sentence  thereof
and inserting in its place the following sentence:

     "Subject to the adjustment under Section 4.6, the total number of
     shares  of  Common Stock reserved and available for  distribution
     pursuant  to  Awards under this Plan shall be 625,000  shares  of
     Common Stock authorized for issuance.

                                    II.

      In  all  other  respects the Plan shall continue in  full  force  and
effect.

Dated:    December 2, 1995

                                        By order of the Board of Directors,

                                        DAVID APTER
                                        Corporate Secretary
EXHIBIT 4.6

                          First Amendment to the
                           Sundance Homes, Inc.
                     1993 Directors' Stock Option Plan

      RESOLVED, that the Sundance Homes, Inc. 1993 Directors' Stock  Option
Plan  (the  "Plan")  be  and  hereby  is amended,  subject  to  shareholder
approval, effective February 16, 1996, as follows:

                                    I.

     Section 3(a) hereby is amended by deleting the second sentence thereof
and inserting in its place the following sentence:

     "There  shall  be  100,000  shares of Common  Stock,  subject  to
     adjustment  under  Section  6(b),  reserved  and  available   for
     purchase upon the exercise of Options granted under the Plan."

                                    II.

      In  all  other  respects the Plan shall continue in  full  force  and
effect.

Dated:    December 2, 1995

                                        By order of the Board of Directors,

                                        DAVID APTER
                                       Corporate Secretary
EXHIBIT 5

                         August 29, 1996
     
     
Sundance Homes, Inc.
1375 East Woodfield Road
Suite 600
Schaumburg, Illinois  60173

Ladies and Gentlemen:

      We have acted as counsel for Sundance Homes, Inc.,  an
Illinois corporation (the "Company"), in connection with the
preparation and filing of a Registration Statement on Form S-
8  (the  "Registration Statement") for the registration  for
sale  under  the Securities Act of 1933, as amended,  of  an
additional  150,000  shares of the Company's  Common  Stock,
$.01  par  value (the "Common Stock"), which may  be  issued
pursuant  to  the Sundance Homes, Inc. 1993 Stock  Incentive
Plan,  as amended by the First Amendment to such plan,  (the
"Stock  Incentive Plan") and the Sundance Homes,  Inc.  1993
Directors'  Stock  Option  Plan, as  amended  by  the  First
Amendment to such plan, (the "Directors Plan").

      In  connection with this opinion, we have examined and
relied  upon originals or copies of, certified or  otherwise
identified to our satisfaction, the following:

               1.   The Registration Statement;

               2.   The  Amended and Restated Articles  of
                    Incorporation of the Company;

               3.   The Amended and Restated By-Laws of the
                    Company;

               4.   Resolutions duly adopted by the Board of
                    Directors of the Company relating to the
                    adoption and increase in the size of the Stock
                    Incentive Plan and Directors Plan;

               5.   The Stock Incentive Plan and Directors Plan
                    (collectively, the "Plans");

               6.   Certificates of public officials,
                    certificates of officers, representatives and
                    agents of the Company, and we have assumed that
                    all of the representations contained therein
                    are accurate and complete; and

                7.   Such other instruments, documents, statements
                     and records of the  Company and others as we have
                     deemed relevant and necessary to examine and
                     rely upon for the purpose of this opinion.

      In  connection  with  this opinion,  we  have  assumed  the
accuracy  and completeness of all documents and records  that  we
have   reviewed,   the   genuineness  of  all   signatures,   the
authenticity  of the documents submitted to us as  originals  and
the  conformity to authentic original documents of all  documents
submitted to us as certified, conformed or reproduced copies.  We
have  further  assumed that all natural persons involved  in  the
transactions  contemplated  by the  Registration  Statement  (the
"Offering")  have  sufficient legal capacity to  enter  into  and
perform their respective obligations and to carry out their roles
in the Offering.

      Based  upon the foregoing, we are of the opinion  that  the
150,000  additional  shares of Common Stock  issuable  under  the
Plans,  when  issued and delivered by the Company  in  accordance
with  the terms of the Plans, will be validly issued, fully  paid
and nonassessable securities of the Company.

      Our  opinion expressed above is limited to the laws of  the
State  of  Illinois,  and we do not express  any  opinion  herein
concerning  any  other  laws.  This opinion  is  solely  for  the
information  of the addressee hereof and is not to be  quoted  in
full  or in part or otherwise referred to, nor is it to be  filed
with  any  governmental agency or any other  person  without  our
prior  written  consent.  This opinion is given as  of  the  date
hereof and we assume no obligation to advise you of changes  that
may hereafter be brought to our attention.

      We hereby consent to the use of this opinion for filing  as
Exhibit 5 to the Registration Statement.

                                   Very truly yours,

                                   /S/ KATTEN MUCHIN & ZAVIS
EXHIBIT 23.1

               CONSENT OF INDEPENDENT ACCOUNTANTS
                                

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated November
22, 1995, which appears on page 23 of the 1995 Annual Report to
Shareholders of Sundance Homes, Inc. which is incorporated by
reference in Sundance Homes, Inc.'s Form 10-K for the nine months
ended September 30, 1995.

/S/ PRICE WATERHOUSE LLP
    Chicago, IL
    August 27, 1996