As  filed with the Securities and Exchange Commission on June 12, 1998
                                                      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
  of incorporation or organization)Identification Number)

  201 North Wells Street, Suite 1800, Chicago, Illinois 60606
  (Address of Principal Executive Offices including Zip Code)

     Sundance Homes, Inc. 1998 Employee Stock Purchase Plan
                     (Full title of plans)

                       Maurice Sanderman
             President and Chief Executive Officer
                      Sundance Homes, Inc.
               201 North Wells Street, Suite 1800
                    Chicago, Illinois 60606
                         (312) 338-3300
   (Name, address and telephone number of agent for service)

                            Copy to:
 
                     Lawrence D. Levin, Esq.
                      Katten Muchin & Zavis
               525 West Monroe Street, Suite 1600
                    Chicago, Illinois  60661
                         (312) 902-5200
              
                CALCULATION OF REGISTRATION FEE
                        
  Title of        Amount    Proposed maximum   Proposed maximum     Amount of
securities to     to be      offering price       aggregate       registration 
be registered   registered     per share        offering price         fee
                   (1)            (2)                (2)     
          
Common Stock      200,000    See Footnote 2      $425,000            $125.36
($.01 par value)  shares         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 high and low sales prices of
      Sundance  Homes, Inc. Common Stock as reported  on  the  Nasdaq
      National  Market on June 8, 1998 and are used  solely  for  the
      purpose  of calculating the registration fee pursuant  to  Rule
      457 under the Securities Act of 1933.





                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


      The  information  called for in  Part  I  of  Form  S-8  is
currently included in the prospectus for the Sundance Homes, Inc.
Employee Stock Purchase Plan (1998) (the "Plan") and is not being
filed  with or included in this Form S-8 in accordance  with  the
rules  and  regulations of the Securities and Exchange Commission
(the "Commission").

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The  following documents have been filed by Sundance Homes,
Inc.  (the  "Company") with the Commission under  the  Securities
Exchange  Act of 1934, as amended (the "Exchange Act"),  and  are
incorporated in this Registration Statement by reference:

          1.    The Company's Annual Report on Form 10-K for  the
          fiscal year ended September 30, 1997.

          2.    The Company's Quarterly Reports on Form 10-Q  for
          the  quarters  ended December 31, 1997  and  March  31,
          1998.

          3.    The  description  of the Company's  Common  Stock
          contained  in  the Company's Registration Statement  on
          Form  8-A  filed with the Commission on June  10,  1993
          pursuant  to  Section 12 of the Exchange  Act  and  all
          amendments thereto and reports filed for the purpose of
          updating such description.

      In addition, all documents filed by the Company pursuant to
Sections  13(a),  13(c),  14  or  15(d)  of  the  Exchange   Act,
subsequent to the date hereof and prior to the filing of a  post-
effective  amendment  indicating  that  all  securities   offered
pursuant  to  this  Registration  Statement  have  been  sold  or
deregistering all such securities then remaining unsold, shall be
deemed  to  be incorporated by reference herein and  to  be  part
hereof  from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be 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 subsequently filed  document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

Item 6.  Indemnification of Directors and Officers.

      Article  Eight  of  the Registrant's Amended  and  Restated
Articles  of  Incorporation provides that  the  Registrant  shall
indemnify its directors and officers to the full extent permitted
by  the  Illinois Business Corporation Act and may indemnify  its
employees  and  agents to such extent, except  that  the  Company
shall  not  be  obligated to indemnify any such person  (i)  with
respect  to  proceedings, claims or actions initiated or  brought
voluntarily by any such person and not by way of defense, or (ii)
for  any  amounts  paid  in settlement of an  action  indemnified
against by the Company without the prior written consent  of  the
Company.  With the approval of its shareholders, the Company  has
entered  into  an indemnity agreement with each of its  directors
and certain of its officers, and the Company anticipates that  it
will enter into a similar agreement with each of the directors to
be  appointed following this registration.  These agreements  may
require  the  Company,  among other  things,  to  indemnify  such
officers and directors against certain liabilities that may arise
by reason of their status or service as directors or officers, to
advance expenses to them as they are incurred, provided that they
undertake  to  repay  the amount advanced  if  it  is  ultimately
determined   by   a   court  that  they  are  not   entitled   to
indemnification, and to obtain directors' and officers' liability
insurance if available on reasonable terms.

      Reference is made to Section 8.75 of the Illinois  Business
Corporation  Act which provides for indemnification of  directors
and officers in certain circumstances.

     The Company has purchased an insurance policy under which it
is entitled to be reimbursed for certain indemnity payments it is
required or permitted to make to its directors and officers.

      In  addition, Article Eight of the Registrant's Certificate
of  Incorporation, as amended, provides that a  director  of  the
Registrant  shall not be personally liable to the  Registrant  or
its  stockholders for monetary damages for breach of his  or  her
fiduciary  duty as a director, except for liability (i)  for  any
breach of the director's duty of loyalty to the Registrant or its
stockholders,  (ii) for acts or omissions not in  good  faith  or
which  involve intentional misconduct or a knowing  violation  of
law,  (iii) under Section 174 of the General Corporation  Law  of
the State of Illinois, or (iv) for any transaction from which the
director derives an improper personal benefit.

      Reference is made to Section 145 of the General Corporation
Law  of  the State of Illinois which provides for indemnification
of directors and officers in certain circumstances.

      The  Company  has  an insurance policy which  entitles  the
Company  to  be reimbursed for certain indemnity payments  it  is
required or permitted to make to its directors and officers.


Item 8.  Exhibits.

         4.1   The  Sundance Homes, Inc. Employee Stock  Purchase
         Plan (1998), filed herewith.

         4.2   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).

         4.3   Amended and Restated By-Laws of the Company (filed
         as  Exhibit 4.4 to the Form S-8, and incorporated herein
         by reference).

         5     Opinion  of  Katten  Muchin  &  Zavis  as  to  the
         legality  of  the shares of Common Stock  being  offered
         under the Plan, filed herewith.

         23.1 Consent of Price Waterhouse LLP, filed herewith.

         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).

Item 9.  Undertakings.

   1.    The Company hereby undertakes:

         (a)    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 of 1933;

                    (ii)  To reflect in the prospectus any  facts
         or  events  arising  after the  effective  date  of  the
         Registration   Statement  (or  the  most  recent   post-
         effective amendment thereof) which, individually, or  in
         the  aggregate, represent a fundamental  change  in  the
         information  set  forth  in the Registration  Statement.
         Notwithstanding the foregoing, any increase or  decrease
         in  volume  of  securities offered (if the total  dollar
         value  of securities offered would not exceed that which
         was  registered) and any deviation from the low or  high
         end  of  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  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 paragraphs (a)(i) and (a)(ii) do  not
    apply  if the information required to be included in a  post-
    effective  amendment  by  those paragraphs  is  contained  in
    periodic  reports filed with or furnished to  the  Commission
    by  the  Company pursuant to Section 13 or Section  15(d)  of
    the  Exchange Act that are incorporated by reference  in  the
    Registration Statement.

         (b)   That, for the purpose of determining any liability
    under  the  Securities Act of 1933, 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.

         (c)    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.

     2.   The Company hereby undertakes that, for the purpose  of
determining any liability under the Securities Act of 1933,  each
filing  of the Company's annual report pursuant to Section  13(a)
or  Section 15(d) of the Exchange Act or the Plan's annual report
pursuant   to  Section  15(d)  of  the  Exchange  Act   that   is
incorporated by reference in the Registration Statement shall  be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

    3.   Insofar as indemnification for liabilities arising under
the  Securities  Act  of  1933  may be  permitted  to  directors,
officers  and  controlling persons of the Company and  affiliated
companies pursuant to the provisions described in Item  6  above,
or  otherwise, the Company has been informed that in the  opinion
of  the  Commission such indemnification is against public policy
as  expressed  in  the Securities Act of 1933  and  is  therefore
unenforceable.   In  the event that a claim  for  indemnification
against  such liabilities (other than the payment by the  Company
of   expenses  incurred  or  paid  by  a  director,  officer   or
controlling  person of the Company in the successful  defense  of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being registered, the Company will, unless in the opinion of  its
counsel  the  matter  has been settled by controlling  precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in the Securities Act of 1933 and will be governed  by
the final adjudication of such issue.
                           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 Chicago, State of Illinois, on this 3rd day of June,
1998.

                                   SUNDANCE HOMES, INC.

                                   By:      /s/ MAURICE SANDERMAN
                                                Maurice Sanderman
                                          Chairman  of the  Board,
                                          President and Chief 
                                          Executive Officer

                        POWER OF ATTORNEY
     Each person whose signature appears below hereby constitutes
and  appoints  Maurice Sanderman and Joseph Atkin,  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 3rd day  of
June, 1998.

         SIGNATURE                           TITLE
                                
   /s/ MAURICE SANDERMAN        Chairman of the Board,
                                President, Chief Executive
                                Officer (Principal Executive
                                Officer) and Director
     Maurice Sanderman          
                                
     /s/ JOSEPH ATKIN           Vice President, Chief Financial
                                Officer (Principal Financial
                                and Accounting Officer) and
                                Director
       Joseph Atkin             
                                
  /s/ DENNIS BOOKSHESTER        Director
    Dennis Bookshester          
                                
    /s/ CHARLES ENGLES          Director
      Charles Engles            
                                
    /s/ GERALD GINSBURG         Director
      Gerald Ginsburg           

      Pursuant to the requirements of the Securities Act of 1933,
the  Administrative Committee of the Board of Directors  for  the
Employee  Stock  Purchase  Plan  (1998)  have  duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City  of  Chicago,
State of Illinois, on June 3 1998.

                                SUNDANCE  HOMES, INC. EMPLOYEE STOCK
                                PURCHASE PLAN (1998)


                              By:    /s/ MAURICE SANDERMAN
                                         Maurice Sanderman
                                   Administrative Committee Member



                         EXHIBIT INDEX

Exhibit                                                   Sequential
Number                                                    Page Number
                                                        
4.1     The Sundance Homes, Inc. Employee Stock Purchase
        Plan (1998), filed herewith.            
       
4.2     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).
       
4.3     Amended and Restated By-Laws of the Company      
        (filed as Exhibit 4.4 to the Form S-8, and
        incorporated herein by reference).
       
5       Opinion of Katten Muchin & Zavis as to the       
        legality of the shares of Common Stock being
        offered under the Plans, filed herewith.
       
23.1   Consent of Price Waterhouse LLP, filed herewith.
      
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).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18493}]
{"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": "333-56695", "film-number": "98647133"}, "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 June 12, 1998
                                                      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
  of incorporation or organization)Identification Number)

  201 North Wells Street, Suite 1800, Chicago, Illinois 60606
  (Address of Principal Executive Offices including Zip Code)

     Sundance Homes, Inc. 1998 Employee Stock Purchase Plan
                     (Full title of plans)

                       Maurice Sanderman
             President and Chief Executive Officer
                      Sundance Homes, Inc.
               201 North Wells Street, Suite 1800
                    Chicago, Illinois 60606
                         (312) 338-3300
   (Name, address and telephone number of agent for service)

                            Copy to:
 
                     Lawrence D. Levin, Esq.
                      Katten Muchin & Zavis
               525 West Monroe Street, Suite 1600
                    Chicago, Illinois  60661
                         (312) 902-5200
              
                CALCULATION OF REGISTRATION FEE
                        
  Title of        Amount    Proposed maximum   Proposed maximum     Amount of
securities to     to be      offering price       aggregate       registration 
be registered   registered     per share        offering price         fee
                   (1)            (2)                (2)     
          
Common Stock      200,000    See Footnote 2      $425,000            $125.36
($.01 par value)  shares         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 high and low sales prices of
      Sundance  Homes, Inc. Common Stock as reported  on  the  Nasdaq
      National  Market on June 8, 1998 and are used  solely  for  the
      purpose  of calculating the registration fee pursuant  to  Rule
      457 under the Securities Act of 1933.

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The  information  called for in  Part  I  of  Form  S-8  is
currently included in the prospectus for the Sundance Homes, Inc.
Employee Stock Purchase Plan (1998) (the "Plan") and is not being
filed  with or included in this Form S-8 in accordance  with  the
rules  and  regulations of the Securities and Exchange Commission
(the "Commission").

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The  following documents have been filed by Sundance Homes,
Inc.  (the  "Company") with the Commission under  the  Securities
Exchange  Act of 1934, as amended (the "Exchange Act"),  and  are
incorporated in this Registration Statement by reference:

          1.    The Company's Annual Report on Form 10-K for  the
          fiscal year ended September 30, 1997.

          2.    The Company's Quarterly Reports on Form 10-Q  for
          the  quarters  ended December 31, 1997  and  March  31,
          1998.

          3.    The  description  of the Company's  Common  Stock
          contained  in  the Company's Registration Statement  on
          Form  8-A  filed with the Commission on June  10,  1993
          pursuant  to  Section 12 of the Exchange  Act  and  all
          amendments thereto and reports filed for the purpose of
          updating such description.

      In addition, all documents filed by the Company pursuant to
Sections  13(a),  13(c),  14  or  15(d)  of  the  Exchange   Act,
subsequent to the date hereof and prior to the filing of a  post-
effective  amendment  indicating  that  all  securities   offered
pursuant  to  this  Registration  Statement  have  been  sold  or
deregistering all such securities then remaining unsold, shall be
deemed  to  be incorporated by reference herein and  to  be  part
hereof  from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be 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 subsequently filed  document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

Item 6.  Indemnification of Directors and Officers.

      Article  Eight  of  the Registrant's Amended  and  Restated
Articles  of  Incorporation provides that  the  Registrant  shall
indemnify its directors and officers to the full extent permitted
by  the  Illinois Business Corporation Act and may indemnify  its
employees  and  agents to such extent, except  that  the  Company
shall  not  be  obligated to indemnify any such person  (i)  with
respect  to  proceedings, claims or actions initiated or  brought
voluntarily by any such person and not by way of defense, or (ii)
for  any  amounts  paid  in settlement of an  action  indemnified
against by the Company without the prior written consent  of  the
Company.  With the approval of its shareholders, the Company  has
entered  into  an indemnity agreement with each of its  directors
and certain of its officers, and the Company anticipates that  it
will enter into a similar agreement with each of the directors to
be  appointed following this registration.  These agreements  may
require  the  Company,  among other  things,  to  indemnify  such
officers and directors against certain liabilities that may arise
by reason of their status or service as directors or officers, to
advance expenses to them as they are incurred, provided that they
undertake  to  repay  the amount advanced  if  it  is  ultimately
determined   by   a   court  that  they  are  not   entitled   to
indemnification, and to obtain directors' and officers' liability
insurance if available on reasonable terms.

      Reference is made to Section 8.75 of the Illinois  Business
Corporation  Act which provides for indemnification of  directors
and officers in certain circumstances.

     The Company has purchased an insurance policy under which it
is entitled to be reimbursed for certain indemnity payments it is
required or permitted to make to its directors and officers.

      In  addition, Article Eight of the Registrant's Certificate
of  Incorporation, as amended, provides that a  director  of  the
Registrant  shall not be personally liable to the  Registrant  or
its  stockholders for monetary damages for breach of his  or  her
fiduciary  duty as a director, except for liability (i)  for  any
breach of the director's duty of loyalty to the Registrant or its
stockholders,  (ii) for acts or omissions not in  good  faith  or
which  involve intentional misconduct or a knowing  violation  of
law,  (iii) under Section 174 of the General Corporation  Law  of
the State of Illinois, or (iv) for any transaction from which the
director derives an improper personal benefit.

      Reference is made to Section 145 of the General Corporation
Law  of  the State of Illinois which provides for indemnification
of directors and officers in certain circumstances.

      The  Company  has  an insurance policy which  entitles  the
Company  to  be reimbursed for certain indemnity payments  it  is
required or permitted to make to its directors and officers.

Item 8.  Exhibits.

         4.1   The  Sundance Homes, Inc. Employee Stock  Purchase
         Plan (1998), filed herewith.

         4.2   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).

         4.3   Amended and Restated By-Laws of the Company (filed
         as  Exhibit 4.4 to the Form S-8, and incorporated herein
         by reference).

         5     Opinion  of  Katten  Muchin  &  Zavis  as  to  the
         legality  of  the shares of Common Stock  being  offered
         under the Plan, filed herewith.

         23.1 Consent of Price Waterhouse LLP, filed herewith.

         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).

Item 9.  Undertakings.

   1.    The Company hereby undertakes:

         (a)    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 of 1933;

                    (ii)  To reflect in the prospectus any  facts
         or  events  arising  after the  effective  date  of  the
         Registration   Statement  (or  the  most  recent   post-
         effective amendment thereof) which, individually, or  in
         the  aggregate, represent a fundamental  change  in  the
         information  set  forth  in the Registration  Statement.
         Notwithstanding the foregoing, any increase or  decrease
         in  volume  of  securities offered (if the total  dollar
         value  of securities offered would not exceed that which
         was  registered) and any deviation from the low or  high
         end  of  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  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 paragraphs (a)(i) and (a)(ii) do  not
    apply  if the information required to be included in a  post-
    effective  amendment  by  those paragraphs  is  contained  in
    periodic  reports filed with or furnished to  the  Commission
    by  the  Company pursuant to Section 13 or Section  15(d)  of
    the  Exchange Act that are incorporated by reference  in  the
    Registration Statement.

         (b)   That, for the purpose of determining any liability
    under  the  Securities Act of 1933, 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.

         (c)    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.

     2.   The Company hereby undertakes that, for the purpose  of
determining any liability under the Securities Act of 1933,  each
filing  of the Company's annual report pursuant to Section  13(a)
or  Section 15(d) of the Exchange Act or the Plan's annual report
pursuant   to  Section  15(d)  of  the  Exchange  Act   that   is
incorporated by reference in the Registration Statement shall  be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

    3.   Insofar as indemnification for liabilities arising under
the  Securities  Act  of  1933  may be  permitted  to  directors,
officers  and  controlling persons of the Company and  affiliated
companies pursuant to the provisions described in Item  6  above,
or  otherwise, the Company has been informed that in the  opinion
of  the  Commission such indemnification is against public policy
as  expressed  in  the Securities Act of 1933  and  is  therefore
unenforceable.   In  the event that a claim  for  indemnification
against  such liabilities (other than the payment by the  Company
of   expenses  incurred  or  paid  by  a  director,  officer   or
controlling  person of the Company in the successful  defense  of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being registered, the Company will, unless in the opinion of  its
counsel  the  matter  has been settled by controlling  precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in the Securities Act of 1933 and will be governed  by
the final adjudication of such issue.
                           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 Chicago, State of Illinois, on this 3rd day of June,
1998.

                                   SUNDANCE HOMES, INC.

                                   By:      /s/ MAURICE SANDERMAN
                                                Maurice Sanderman
                                          Chairman  of the  Board,
                                          President and Chief 
                                          Executive Officer

                        POWER OF ATTORNEY
     Each person whose signature appears below hereby constitutes
and  appoints  Maurice Sanderman and Joseph Atkin,  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 3rd day  of
June, 1998.

         SIGNATURE                           TITLE
                                
   /s/ MAURICE SANDERMAN        Chairman of the Board,
                                President, Chief Executive
                                Officer (Principal Executive
                                Officer) and Director
     Maurice Sanderman          
                                
     /s/ JOSEPH ATKIN           Vice President, Chief Financial
                                Officer (Principal Financial
                                and Accounting Officer) and
                                Director
       Joseph Atkin             
                                
  /s/ DENNIS BOOKSHESTER        Director
    Dennis Bookshester          
                                
    /s/ CHARLES ENGLES          Director
      Charles Engles            
                                
    /s/ GERALD GINSBURG         Director
      Gerald Ginsburg           

      Pursuant to the requirements of the Securities Act of 1933,
the  Administrative Committee of the Board of Directors  for  the
Employee  Stock  Purchase  Plan  (1998)  have  duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City  of  Chicago,
State of Illinois, on June 3 1998.

                                SUNDANCE  HOMES, INC. EMPLOYEE STOCK
                                PURCHASE PLAN (1998)

                              By:    /s/ MAURICE SANDERMAN
                                         Maurice Sanderman
                                   Administrative Committee Member

                         EXHIBIT INDEX

Exhibit                                                   Sequential
Number                                                    Page Number
                                                        
4.1     The Sundance Homes, Inc. Employee Stock Purchase
        Plan (1998), filed herewith.            
       
4.2     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).
       
4.3     Amended and Restated By-Laws of the Company      
        (filed as Exhibit 4.4 to the Form S-8, and
        incorporated herein by reference).
       
5       Opinion of Katten Muchin & Zavis as to the       
        legality of the shares of Common Stock being
        offered under the Plans, filed herewith.
       
23.1   Consent of Price Waterhouse LLP, filed herewith.
      
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).