As filed with the Securities and Exchange Commission on June 6, 2005
                                               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 of             (I.R.S. Employer Identification No.)
 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 (2005 RESTATEMENT)
                              (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
<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                Proposed               Proposed          Amount of
                                                        Amount to be        Maximum Offering      Maximum Aggregate    Registration
Title of Each Class of 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                400,000 shares            $47.87              $19,148,000         $2,253.72
====================================================================================================================================
</TABLE>

(1)        This registration statement (the "Registration Statement") registers
           the issuance of an additional 400,000 shares of common stock (the
           "Common Stock") of Avatar Holdings Inc. (the "Registrant"), par value
           $1.00 per share, which are issuable under the 2005 Restatement of the
           Avatar Holdings Inc. Amended and Restated 1997 Incentive and Capital
           Accumulation Plan (the "Plan"). Pursuant to Rule 416 under the
           Securities Act of 1933, as amended (the "Securities Act"), there
           shall also be deemed registered hereby 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.

(2)        Estimated pursuant to Rule 457(h) and Rule 457(c) under the
           Securities Act, based upon the average of the high and low sales
           prices of the Registrant's Common Stock on The Nasdaq Stock Market on
           June 3, 2005.

================================================================================
<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 1993, 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.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

EXPLANATORY NOTE.
-----------------

           Pursuant to General Instruction E of Form S-8, this Registration
Statement on Form S-8 registers an additional 400,000 shares of the Registrant's
Common Stock, which are securities of the same class of securities as those
shares registered on the Registrant's registration statement on Form S-8
previously filed with the Commission on June 19, 2001 (Registration No.
333-63278), the contents of which are hereby incorporated by reference.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents filed with the Commission by the Registrant
(File No. 0-7616) are incorporated herein by reference:

           (i) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2004;

           (ii) the amendment to the Registrant's Annual Report for the fiscal
year ended December 31, 2004 filed on Form 10-K/A with the Commission on June 3,
2005;

           (iii) the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2005; and

           (iv) the description of the Registrant's Common Stock contained in
the Registrant'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 Registrant 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. Unless expressly incorporated into this
Registration Statement, a report (or portion thereof) furnished on Form 8-K
shall not be incorporated by reference into this Registration Statement. Any
statement contained herein or 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 supercedes such
statement. Any statement so modified or superseded shall not be deemed, except


                                      II-1
<PAGE>
as so modified or superseded, to constitute a part of this Registration
Statement. Copies of these documents are not required to be filed with this
Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

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

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)).

           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   -    Amended and Restated By-laws as of March 5, 2004
                      (incorporated by reference to Exhibit 3(d) to the
                      Registrant's Form 10-K for the year ended December 31,
                      2003 (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 Ernst & Young LLP (filed herewith).

           23.3  -    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)).


                                      II-2
<PAGE>
           99.3  -    Amendment to the Avatar Holdings Inc. Amended and Restated
                      1997 Incentive and Capital Accumulation Plan (incorporated
                      by reference to Exhibit 99.3 to the Registrant's Form S-8
                      filed with the Commission on June 19, 2001) (Registration
                      No. 333-63278)).

           99.4  -    Avatar Holdings Inc. Amended and Restated 1997 Incentive
                      and Capital Accumulation Plan (2005 Restatement)
                      (incorporated by reference to Exhibit 10.1 to the
                      Registrant's Form 8-K filed with the Commission on May 31,
                      2005 (File No. 0-7616)).

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 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 Securities and
                                            Exchange 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; and

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

                      provided, however, that 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 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.


                                      II-3
<PAGE>
                      (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-4
<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 6th day of
June, 2005.


                              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 6, 2005
-------------------------------           Officer and Director (Principal
      Gerald D. Kelfer                    Executive Officer)


/s/ Charles L. McNairy                    Executive Vice President, Treasurer         June 6, 2005
-------------------------------           and Chief Financial Officer
     Charles L. McNairy                   (Principal Financial Officer)


/s/ Michael P. Rama                       Controller (Principal Accounting            June 6, 2005
-------------------------------           Officer)
       Michael P. Rama


/s/ Eduardo A. Brea                       Director                                    June 6, 2005
-------------------------------
       Eduardo A. Brea


                                      II-5
<PAGE>
          Signature                                   Title                              Date
          ---------                                   -----                              ----

/s/ Milton H. Dresner                     Director                                    June 6, 2005
-------------------------------
      Milton H. Dresner


/s/ Martin Meyerson                       Director                                    June 6, 2005
-------------------------------
       Martin Meyerson


/s/ Jack Nash                             Director                                    June 6, 2005
-------------------------------
          Jack Nash


/s/ Joshua Nash                           Director; Chairman of the Board             June 6, 2005
-------------------------------
         Joshua Nash


/s/ Kenneth T. Rosen                      Director                                    June 6, 2005
-------------------------------
      Kenneth T. Rosen


/s/ Joel M. Simon                         Director                                    June 6, 2005
-------------------------------
        Joel M. Simon


/s/ Fred Stanton Smith                    Director                                    June 6, 2005
-------------------------------
     Fred Stanton Smith


/s/ William G. Spears                     Director                                    June 6, 2005
-------------------------------
      William G. Spears


/s/ Beth A. Stewart                       Director                                    June 6, 2005
-------------------------------
       Beth A. Stewart

</TABLE>

                                      II-6
<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       -       Amended and Restated By-laws as of March 5, 2004
                      (incorporated by reference to Exhibit 3(d) to the
                      Registrant's Form 10-K for the year ended December 31,
                      2003 (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 Ernst & Young LLP (filed herewith).

    23.3      -       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      -       Amendment to the Avatar Holdings Inc. Amended and Restated
                      1997 Incentive and Capital Accumulation Plan (incorporated
                      by reference to Exhibit 99.3 to the Registrant's Form S-8
                      filed with the Commission on June 19, 2001) (Registration
                      No. 333-63278).

<PAGE>
    99.4      -       Avatar Holdings Inc. Amended and Restated 1997 Incentive
                      and Capital Accumulation Plan (2005 Restatement)
                      (incorporated by reference to Exhibit 10.1 to the
                      Registrant's Form 8-K filed with the Commission on May 31,
                      2005 (File No. 0-7616)).
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As filed with the Securities and Exchange Commission on June 6, 2005
                                               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 of             (I.R.S. Employer Identification No.)
 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 (2005 RESTATEMENT)
                              (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
                                                        Amount to be        Maximum Offering      Maximum Aggregate    Registration
Title of Each Class of Securities to be Registered      Registered(1)      Price Per Share(2)     Offering Price(2)         Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share                400,000 shares            $47.87              $19,148,000         $2,253.72
====================================================================================================================================
(1)        This registration statement (the "Registration Statement") registers
           the issuance of an additional 400,000 shares of common stock (the
           "Common Stock") of Avatar Holdings Inc. (the "Registrant"), par value
           $1.00 per share, which are issuable under the 2005 Restatement of the
           Avatar Holdings Inc. Amended and Restated 1997 Incentive and Capital
           Accumulation Plan (the "Plan"). Pursuant to Rule 416 under the
           Securities Act of 1933, as amended (the "Securities Act"), there
           shall also be deemed registered hereby 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.

(2)        Estimated pursuant to Rule 457(h) and Rule 457(c) under the
           Securities Act, based upon the average of the high and low sales
           prices of the Registrant's Common Stock on The Nasdaq Stock Market on
           June 3, 2005.

================================================================================
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 1993, 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.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

EXPLANATORY NOTE.
-----------------

           Pursuant to General Instruction E of Form S-8, this Registration
Statement on Form S-8 registers an additional 400,000 shares of the Registrant's
Common Stock, which are securities of the same class of securities as those
shares registered on the Registrant's registration statement on Form S-8
previously filed with the Commission on June 19, 2001 (Registration No.
333-63278), the contents of which are hereby incorporated by reference.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents filed with the Commission by the Registrant
(File No. 0-7616) are incorporated herein by reference:

           (i) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2004;

           (ii) the amendment to the Registrant's Annual Report for the fiscal
year ended December 31, 2004 filed on Form 10-K/A with the Commission on June 3,
2005;

           (iii) the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2005; and

           (iv) the description of the Registrant's Common Stock contained in
the Registrant'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 Registrant 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. Unless expressly incorporated into this
Registration Statement, a report (or portion thereof) furnished on Form 8-K
shall not be incorporated by reference into this Registration Statement. Any
statement contained herein or 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 supercedes such
statement. Any statement so modified or superseded shall not be deemed, except

                                      II-1
as so modified or superseded, to constitute a part of this Registration
Statement. Copies of these documents are not required to be filed with this
Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

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

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)).

           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   -    Amended and Restated By-laws as of March 5, 2004
                      (incorporated by reference to Exhibit 3(d) to the
                      Registrant's Form 10-K for the year ended December 31,
                      2003 (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 Ernst & Young LLP (filed herewith).

           23.3  -    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)).

                                      II-2
99.3  -    Amendment to the Avatar Holdings Inc. Amended and Restated
                      1997 Incentive and Capital Accumulation Plan (incorporated
                      by reference to Exhibit 99.3 to the Registrant's Form S-8
                      filed with the Commission on June 19, 2001) (Registration
                      No. 333-63278)).

           99.4  -    Avatar Holdings Inc. Amended and Restated 1997 Incentive
                      and Capital Accumulation Plan (2005 Restatement)
                      (incorporated by reference to Exhibit 10.1 to the
                      Registrant's Form 8-K filed with the Commission on May 31,
                      2005 (File No. 0-7616)).

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 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 Securities and
                                            Exchange 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; and

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

                      provided, however, that 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 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.

                                      II-3
(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-4
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 6th day of
June, 2005.

                              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 6, 2005
-------------------------------           Officer and Director (Principal
      Gerald D. Kelfer                    Executive Officer)

/s/ Charles L. McNairy                    Executive Vice President, Treasurer         June 6, 2005
-------------------------------           and Chief Financial Officer
     Charles L. McNairy                   (Principal Financial Officer)

/s/ Michael P. Rama                       Controller (Principal Accounting            June 6, 2005
-------------------------------           Officer)
       Michael P. Rama

/s/ Eduardo A. Brea                       Director                                    June 6, 2005
-------------------------------
       Eduardo A. Brea

                                      II-5
Signature                                   Title                              Date
          ---------                                   -----                              ----

/s/ Milton H. Dresner                     Director                                    June 6, 2005
-------------------------------
      Milton H. Dresner

/s/ Martin Meyerson                       Director                                    June 6, 2005
-------------------------------
       Martin Meyerson

/s/ Jack Nash                             Director                                    June 6, 2005
-------------------------------
          Jack Nash

/s/ Joshua Nash                           Director; Chairman of the Board             June 6, 2005
-------------------------------
         Joshua Nash

/s/ Kenneth T. Rosen                      Director                                    June 6, 2005
-------------------------------
      Kenneth T. Rosen

/s/ Joel M. Simon                         Director                                    June 6, 2005
-------------------------------
        Joel M. Simon

/s/ Fred Stanton Smith                    Director                                    June 6, 2005
-------------------------------
     Fred Stanton Smith

/s/ William G. Spears                     Director                                    June 6, 2005
-------------------------------
      William G. Spears

/s/ Beth A. Stewart                       Director                                    June 6, 2005
-------------------------------
       Beth A. Stewart
II-6
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       -       Amended and Restated By-laws as of March 5, 2004
                      (incorporated by reference to Exhibit 3(d) to the
                      Registrant's Form 10-K for the year ended December 31,
                      2003 (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 Ernst & Young LLP (filed herewith).

    23.3      -       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      -       Amendment to the Avatar Holdings Inc. Amended and Restated
                      1997 Incentive and Capital Accumulation Plan (incorporated
                      by reference to Exhibit 99.3 to the Registrant's Form S-8
                      filed with the Commission on June 19, 2001) (Registration
                      No. 333-63278).
99.4      -       Avatar Holdings Inc. Amended and Restated 1997 Incentive
                      and Capital Accumulation Plan (2005 Restatement)
                      (incorporated by reference to Exhibit 10.1 to the
                      Registrant's Form 8-K filed with the Commission on May 31,
                      2005 (File No. 0-7616)).