AVATAR HOLDINGS INC (Form: 8-K, Received: 06/04/2007 16:23:24)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 31, 2007

Avatar Holdings Inc.
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	001-07395	231739078
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

201 Alhambra Circle, Coral Gables, Florida		33134
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		1-305-442-7000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On May 31, 2007, at the Annual Meeting of Stockholders of Avatar Holdings Inc. (the "Company"), the stockholders approved an amendment to the Avatar Holdings Inc. Amended and Restated 1997 Incentive and Capital Accumulation Plan (2005 Restatement) (the "Plan"). The Compensation Committee of the Company’s Board of Directors had adopted the amendment on April 23, 2007, subject to stockholder approval.

The amendment:

• increased the aggregate number of shares of common stock that may be subject to benefits granted under the Plan, by 200,000 shares (from 1,300,000 shares to 1,500,000 shares); and

• increased the aggregate number of shares that could be granted to any individual over the term of the Plan by 200,000 shares (from 750,000 to 950,000 shares).

As amended, Section 5 of the Plan is included as Exhibit 10.1 hereto and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On May 31,2007, the Company issued a press release reporting on its Annual Meeting of Stockholders. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Amendment to Avatar Holdings Inc. Amended and Restated 1997 Incentive and
Capital Accumulation Plan (2005 Restatement)
99.1 Press Release dated May 31, 2007

The information provided in Item 7.01 of this report shall not be deemed to be "filed" for the purpose of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information in this report shall not be incorporated by reference into any filing of the Registrant with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filings (unless the Registrant specifically states that the information in this particular report is incorporated by reference).

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SIGNATURES

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.

June 4, 2007	By:	JUANITA I. KERRIGAN

		Name: JUANITA I. KERRIGAN
		Title: VICE PRESIDENT & SECRETARY

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Exhibit Index


Exhibit No.		Description

10.1		Amendment to Avatar Holdings Inc. Amended and Restated 1997 Incentive and Capital Accumulation Plan (2005 Restatement)
99.1		Press Release dated May 31, 2007

Exhibit 10.1

Amendment to
Avatar Holdings Inc. Amended and Restated 1997 Incentive and Capital Accumulation Plan (2005
Restatement)

On May 31, 2007, at the Annual Meeting of Stockholders of Avatar Holdings Inc. (the “Company”), the stockholders approved an amendment to the Avatar Holdings Inc. Amended and Restated 1997 Incentive and Capital Accumulation Plan (2005 Restatement) (the “Plan”). The Compensation Committee of the Company’s Board of Directors had adopted the amendment on April 23, 2007, subject to stockholder approval.

After giving effect to the amendment, the text of Section 5 of the Plan is as follows:

5. Common Stock Available Under the Plan . Subject to the provisions of this Section 5 and any adjustments made in accordance with Section 12 hereof, the aggregate number of shares of Common Stock that may be subject to Benefits granted under this Plan shall be 1,500,000 shares of Common Stock, which may be authorized and unissued or treasury shares. The maximum number of shares of Common Stock with respect to which Benefits may be granted or measured to any individual participant under the Plan during the term of the Plan shall not exceed 950,000, subject to adjustments made in accordance with Section 12 hereof). Any shares of Common Stock subject to a Stock Option or Stock Appreciation Right which for any reason is cancelled or terminated without having been exercised, any shares subject to Stock Awards, Performance Awards or Stock Units which are forfeited, any shares subject to Performance Awards settled in cash or any shares delivered to the Company as part or full payment for the exercise of a Stock Option or Stock Appreciation Right, and any shares withheld by the Company to satisfy tax withholding with respect to Benefits shall again be available for Benefits under the Plan. The preceding sentence shall apply only for purposes of determining the aggregate number of shares of Common Stock subject to Benefits under the Plan but shall not apply for purposes of determining the maximum number of shares of Common Stock with respect to which Benefits (including the maximum number of shares of Common Stock subject to Stock Options and Stock Appreciation Rights) that may be granted to any individual participant under the Plan.

Exhibit 99.1

AVATAR

FOR IMMEDIATE RELEASE
Contact :
Avatar Holdings Inc.
201 Alhambra Circle
Coral Gables, FL 33134
Juanita I. Kerrigan
(305) 442-7000

AVATAR HOLDINGS INC. ANNUAL MEETING OF STOCKHOLDERS HELD
TODAY IN CORAL GABLES

Coral Gables, FL – May 31, 2007 – Stockholders at today’s Annual Meeting of Avatar Holdings Inc. (NASDAQ-AVTR) voted to elect ten members to the Company’s Board of Directors and to approve the appointment of accountants Ernst & Young LLP to act as auditors for the Company for the year ending December 31, 2007. The meeting was held at the Hyatt Coral Gables, in Coral Gables, Florida.

Re-elected to the Board were Joshua Nash, Chairman of the Board, Avatar Holdings Inc., and Managing Member of Odav LLC; Gerald D. Kelfer, Vice Chairman of the Board, Chairman of the Executive Committee, President and Chief Executive Officer, Avatar Holdings Inc.; Eduardo A. Brea, Partner and Managing Director of Sterling Capital Management LLC; Milton H. Dresner, Founding Partner, the Highland Companies; Roger W. Einiger, a private investor who previously served as a consultant to Canadian Imperial Bank of Commerce and as Vice Chairman of CIBC Oppenheimer Corp. and Oppenheimer & Co., Inc.; Kenneth T. Rosen, Professor Emeritus, Haas School of Business, and Chairman of the Fisher Center for Real Estate and Urban Economics, University of California at Berkeley; Joel M. Simon, Partner and Principal, XRoads Solutions Group, LLC; Fred Stanton Smith, Vice Chairman of the Board, The Keyes Company; and Beth A. Stewart, Chief Executive Officer and Co-Chairman of Storetrax.com and President of Stewart Real Estate Capital. Newly elected to the Board was Paul D. Barnett, Managing Director, Ulysses Management, LLC.

Stockholders also approved an amendment to Avatar’s Amended and Restated 1997 Incentive and Capital Accumulation Plan (2005 Restatement).

• * * * * * *

Avatar Holdings Inc. is primarily engaged in real estate operations in Florida and Arizona. Its principal real estate operations are conducted at Poinciana, Solivita and Bellalago in central Florida near Orlando, Terra Largo in Lakeland, Florida, Cory Lake Isles in Tampa, Florida, and at Rio Rico, south of Tucson, AZ. Avatar’s common shares trade on The Nasdaq Stock Market under the symbol AVTR.

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