Washington, D.C. 20549


                                    FORM 8-K
                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of Earliest Event Reported): May 25, 2004

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

                 (State or Other Jurisdiction of Incorporation)

          0-7616                                         23-1739078
------------------------                    ------------------------------------
(Commission File Number)                    (I.R.S. Employer Identification No.)

         201 Alhambra Circle
        Coral Gables, Florida                              33134
----------------------------------------                 ----------
(Address of Principal Executive Offices)                 (Zip Code)

                                 (305) 442-7000
              (Registrant's Telephone Number, Including Area Code)

          (Former Name or Former Address, if Changed Since Last Report)


Item 9. Regulation FD Disclosure

      The  information  set forth in the press release issued by Avatar Holdings
Inc.  reporting on Annual Meeting of  Stockholders  held May 25, 2004,  attached
hereto as Exhibit 99.1, is incorporated herein by reference.


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                         AVATAR HOLDINGS INC.

                                         By: /s/ Juanita I. Kerrigan
                                             Name: Juanita I. Kerrigan
                                             Title: Vice President and Secretary

Date:  May 25, 2004