SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549

                                 -------------------


                                       FORM 8-A

                  FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                       PURSUANT TO SECTION 12(b) OR (g) OF THE
                           SECURITIES EXCHANGE ACT OF 1934


                              Beazer Homes USA, Inc.
                (Exact name of registrant as specified in its charter)


    Delaware                                                58-2086934
(State of Incorporation)                                   (IRS Employer
                                                         Identification No.)


5775 Peachtree Dunwoody Road, Suite C-550
Atlanta, Georgia                                               30342
(Address of principal executive offices)                     (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class                         Name of each exchange on which
to be so registered                         each class is to be registered
- -------------------                         ------------------------------
Preferred Share                             New York Stock Exchange
Purchase Rights


- --------------------------------------------------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:



                                         None
                                   (Title of Class)




Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED.

         On June 21, 1996, the Board of Directors of Beazer Homes USA, Inc.
(the "COMPANY") announced a dividend of one preferred share purchase right (a
"RIGHT") for each outstanding share of common stock, par value $0.01 per share
(the "COMMON SHARES"), of the Company.  The dividend is payable immediately
following the approval of Rights for listing on the New York Stock Exchange to
the stockholders of record on June 24, 1996 (the "RECORD DATE").  Each Right
entitles the registered holder to purchase from the Company one hundredth of a
share of Series B Junior Participating Preferred Stock, par value $0.01 per
share (the "PREFERRED SHARES"), of the Company at a price of $80.00 per one
hundredth of a Preferred Share (the "PURCHASE PRICE"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement (the
"RIGHTS AGREEMENT") between the Company and First Chicago Trust Company of New
York, as Rights Agent (the "RIGHTS AGENT").

         Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"ACQUIRING PERSON") have acquired beneficial ownership of 20% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the outstanding Common Shares
(the earlier of such dates being the "DISTRIBUTION DATE"), the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as
of the Record Date, by such Common Share certificate with a copy of the summary
of Rights attached thereto.

         The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares.  Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference.  Until the
Distribution Date (or earlier redemption or expiration of the  Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate.  As soon as





practicable following the Distribution Date, separate certificates evidencing
the Rights ("RIGHT CERTIFICATES") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution Date.  The
Rights will expire on June 24, 2006 (the "FINAL EXPIRATION DATE"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.

         The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).

         The number of outstanding Rights and the number of one hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.

         Preferred Shares purchasable upon exercise of the Rights will not be
redeemable.  Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share.  In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share.  Each
Preferred Share will have 100 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common





Share.  These rights are protected by customary antidilution provisions.

         Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.

         In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction will have a market value
of two times the exercise price of the Right.  In the event that any person or
group of affiliated or associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.

         At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one Common Share, or
one hundredth of a Preferred Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and privileges),
per Right (subject to adjustment).

         With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.  No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one hundredth of a  Preferred Share,
which may, at the election of the Company, be evidenced by depositary receipts)
and, in lieu thereof, an adjustment in cash will be made based on the market
price of the Preferred Shares on the last trading day prior to the date of
exercise.

         At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights, in whole but not





in part, at a price of $.01 per Right (the "REDEMPTION PRICE").  The redemption
of the Rights may be made effective at such time on such basis with such
conditions as the Board of Directors, in its sole discretion, may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.

         The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to lower certain thresholds described above to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
Common Shares then known to the Company to be beneficially owned by any person
or group of affiliated or associated persons and (ii) 10%, except that from and
after such time as any person or group of affiliated or associated persons
becomes an Acquiring Person no such amendment may adversely affect the interests
of the holders of the Rights.

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.

         The Rights have certain anti-takeover effects.  The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired.  The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors since the Rights may be redeemed by the Company at the
Redemption Price prior to the time that a person or group has acquired
beneficial ownership of 20% or more of the Common Shares.

         The Rights Agreement, dated as of June 21, 1996, between the Company
and First Chicago Trust Company of New York, as Rights Agent, specifying the
terms of the Rights and including the form of the Certificate of Designation,
Preferences and Rights setting forth the terms of the Preferred Shares as an
exhibit thereto and the form of press release announcing the declaration of the
Rights are attached hereto as exhibits and are incorporated herein by reference.
The foregoing description of the Rights is qualified in its entirety by
reference to such exhibits.





Item 2.  EXHIBITS.

    99.1      Rights Agreement, dated as of June 21, 1996, between Beazer Homes
              USA, Inc. and First Chicago Trust Company of New York which
              includes the form of Certificate of Designation, Preferences and
              Rights setting forth the terms of the Series B Junior
              Participating Preferred Stock, par value $0.01 per share, as
              Exhibit A, the form of Right Certificate as Exhibit B and the
              Summary of Rights to Purchase Preferred Shares as Exhibit C.
              Pursuant to the Rights Agreement, printed Right Certificates will
              not be mailed until as soon as practicable after the earlier of
              the tenth day after public announcement that a person or group
              has acquired beneficial ownership of 20% or more of the Common
              Shares or the tenth business day (or such later date as may be
              determined by action of the Board of Directors) after a person
              commences, or announces its intention to commence, a tender offer
              or exchange offer the  consummation of which would result in the
              beneficial ownership by a person or group of 20% or more of the
              Common Shares.

    99.2      Form of press release dated June 21, 1996.






                                      SIGNATURE


         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.



                                       Beazer Homes USA, Inc.


                                       By /s/ David S. Weiss
                                          ----------------------
                                          David S. Weiss
                                          Executive Vice President


Dated:  June 21, 1996



                                     EXHIBIT LIST


                                                                     Page No.
                                                                     --------
99.1     Rights Agreement, dated as of June 21, 1996 between
         Beazer Homes USA, Inc. and First Chicago Trust Company
         of New York which includes the form of Certificate of
         Designation, Preferences and Rights setting forth the
         terms of the Series B Junior Participating Preferred
         Stock, par value $0.01 per share, as Exhibit A, the
         form of Right Certificate as Exhibit B and the
         Summary of Rights to Purchase Preferred Shares as
         Exhibit C.  Pursuant to the Rights Agreement, printed
         Right Certificates will not be mailed until as soon as
         practicable after the earlier of the tenth day after
         public announcement that a person or group has acquired
         beneficial ownership of 20% or more of the Common Shares
         or the tenth business day (or such later date as may be
         determined by action of the Board of Directors) after a
         person commences, or announces its intention to commence,
         a tender offer or exchange offer the consummation of which
         would result in the beneficial ownership by a person or
         group of 20% or more of the Common Shares.

99.2     Form of press release dated June 21, 1996.





                                                                                

- -------------------------------------------------------------------------------

                             BEAZER HOMES USA, INC.


                                       and


                     FIRST CHICAGO TRUST COMPANY OF NEW YORK

                                       as

                                  Rights Agent

                                Rights Agreement

                            Dated as of June 21, 1996


- --------------------------------------------------------------------------------

                                 TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Section 1.  Certain Definitions. . . . . . . . . . . . . . . . . . . . . . . . 1

Section 2.  Appointment of Rights Agent. . . . . . . . . . . . . . . . . . . . 8

Section 3.  Issue of Right Certificates. . . . . . . . . . . . . . . . . . . . 8

Section 4.  Form of Right Certificates . . . . . . . . . . . . . . . . . . . .12

Section 5.  Countersignature and Registration. . . . . . . . . . . . . . . . .13

Section 6.  Transfer, Split Up, Combination and
              Exchange of Right Certificates;
              Mutilated, Destroyed, Lost or
              Stolen Right Certificates. . . . . . . . . . . . . . . . . . . .14

Section 7.  Exercise of Rights; Purchase Price;
              Expiration Date of Rights. . . . . . . . . . . . . . . . . . . .15

Section 8.  Cancellation and Destruction of
              Right Certificates . . . . . . . . . . . . . . . . . . . . . . .18

Section 9.  Availability of Preferred Shares . . . . . . . . . . . . . . . . .18

Section 10. Preferred Shares Record Date . . . . . . . . . . . . . . . . . . .20

Section 11. Adjustment of Purchase Price, Number of
              Shares or Number of Rights . . . . . . . . . . . . . . . . . . .20

Section 12. Certificate of Adjusted Purchase Price
              or Number of Shares. . . . . . . . . . . . . . . . . . . . . . .35

Section 13. Consolidation, Merger or Sale or Transfer
              of Assets or Earning Power . . . . . . . . . . . . . . . . . . .35

Section 14. Fractional Rights and Fractional Shares. . . . . . . . . . . . . .38

Section 15. Rights of Action . . . . . . . . . . . . . . . . . . . . . . . . .40

Section 16. Agreement of Right Holders . . . . . . . . . . . . . . . . . . . .41

Section 17. Right Certificate Holder Not Deemed a
              Stockholder. . . . . . . . . . . . . . . . . . . . . . . . . . .42

Section 18. Concerning the Rights Agent. . . . . . . . . . . . . . . . . . . .43


                                      -i-


                                                                            Page
                                                                            ----
Section 19. Merger or Consolidation or Change of
              Name of Rights Agent . . . . . . . . . . . . . . . . . . . . . .44

Section 20. Duties of Rights Agent . . . . . . . . . . . . . . . . . . . . . .45

Section 21. Change of Rights Agent . . . . . . . . . . . . . . . . . . . . . .49

Section 22. Issuance of New Right Certificates . . . . . . . . . . . . . . . .51

Section 23. Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . .52

Section 24. Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . .53

Section 25. Notice of Certain Events . . . . . . . . . . . . . . . . . . . . .56

Section 26. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58

Section 27. Supplements and Amendments . . . . . . . . . . . . . . . . . . . .59

Section 28. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . .60

Section 29. Benefits of this Agreement . . . . . . . . . . . . . . . . . . . .60

Section 30. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . .60

Section 31. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . .61

Section 32. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . .61

Section 33. Descriptive Headings . . . . . . . . . . . . . . . . . . . . . . .62

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .62



Exhibit A - Form of Certificate of Designations

Exhibit B - Form of Right Certificate

Exhibit C - Summary of Rights to Purchase Preferred Shares

                                      -ii-


          Agreement, dated as of June 21, 1996, between Beazer Homes USA, Inc.,
a Delaware corporation (the "COMPANY"), and First Chicago Trust Company of New
York, a New York corporation (the "RIGHTS AGENT").

          The Board of Directors of the Company has authorized and declared a
dividend of one preferred share purchase right (a "RIGHT") for each Common Share
of the Company outstanding on June 24, 1996 (the "RECORD DATE"), each Right
representing the right to purchase one hundredth of a Preferred Share, upon the
terms and subject to the conditions herein set forth, and has further authorized
and directed the issuance of one Right with respect to each Common Share that
shall become outstanding between the Record Date and the earliest of the
Distribution Date, the Redemption Date and the Final Expiration Date.

          Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

          Section 1.  CERTAIN DEFINITIONS.  For purposes of this Agreement, the
following terms have the meanings indicated:

          (a)  "ACQUIRING PERSON" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the Beneficial Owner
of 20% or more of the Common Shares of the Company then outstanding, but shall
not


               


include the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or any Subsidiary of the Company, or any entity holding
Common Shares for or pursuant to the terms of any such plan.  Notwithstanding
the foregoing, no Person shall become an "Acquiring Person" solely by virtue of
its Beneficial Ownership, on the date hereof, of 20% or more of the Common
Shares then outstanding as of the date hereof; PROVIDED, HOWEVER, that if any
Person that, on the date hereof, Beneficially Owns 20% or more of the Common
Shares of the Company then outstanding as of the date hereof shall, after the
date hereof, acquire Beneficial Ownership of any additional Common Shares such
that such Person's Beneficial Ownership of Common Shares, expressed as a
percentage of the total number of Common Shares then outstanding, shall be 0.5%
or more greater than the lesser of (in each case expressed as a percentage) (x)
such Person's Beneficial Ownership of Common Shares on the date hereof, and (y)
such Person's Beneficial Ownership of Common Shares on any date following the
date hereof, then such Person shall be deemed to be an "Acquiring Person"; BUT
PROVIDED FURTHER that the foregoing proviso shall have no further application as
to any Person from and after the time, if any, that such Person Beneficially
Owns less than 20% of the Common Shares then outstanding.  Notwithstanding the
foregoing, no Person shall become an "Acquiring Person" as the result of an
acquisition of Common Shares by the Company which, by reducing the number  of
shares 


                                      -2-


outstanding, increases the proportionate number of shares Beneficially
Owned by such Person to 20% or more of the Common Shares of the Company then
outstanding; PROVIDED, HOWEVER, that if a Person shall become the Beneficial
Owner of 20% or more of the Common Shares of the Company then outstanding by
reason of share purchases by the Company and shall, after such share purchases
by the Company, become the Beneficial Owner of any additional Common Shares of
the Company, then such Person shall be deemed to be an "Acquiring Person." 
Notwithstanding the foregoing, if the Board of Directors of the Company
determines in good faith that a Person who would otherwise be an "Acquiring
Person," as defined pursuant to the foregoing provisions of this paragraph (a),
has become such inadvertently, and such Person divests as promptly as
practicable a sufficient number of Common Shares so that such Person would no
longer be an "Acquiring Person," as defined pursuant to the foregoing provisions
of this paragraph (a), then such Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Agreement.

          (b)  "AFFILIATE" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations under the Exchange Act, as in effect
on the date of this Agreement.

          (c)  "ASSOCIATE" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations  

                                      -3-



under the Exchange Act, as in effect on the date of this Agreement.

          (d)  A Person shall be deemed the "BENEFICIAL OWNER" of and shall be
deemed to "BENEFICIALLY OWN" any securities:

          (i) which such Person or any of such Person's Affiliates or Associates
     beneficially owns, directly or indirectly;

          (ii) which such Person or any of such Person's Affiliates or
     Associates has (A) the right to acquire (whether such right is exercisable
     immediately or only after the passage of time) pursuant to any agreement,
     arrangement or understanding (other than customary agreements with and
     between underwriters and selling group members with respect to a BONA FIDE
     public offering of securities), or upon the exercise of conversion rights,
     exchange rights, rights (other than these Rights), warrants or options, or
     otherwise; PROVIDED, HOWEVER, that a Person shall not be deemed the
     Beneficial Owner of, or to Beneficially Own, securities tendered pursuant
     to a tender or exchange offer made by or on behalf of such Person or any of
     such Person's Affiliates or Associates until such tendered securities are
     accepted for purchase or exchange; or (B) the right  to vote pursuant to
     any agreement, arrangement or understanding;


                                      -4-



     PROVIDED, HOWEVER, that a Person shall not be deemed the Beneficial 
     Owner of, or to Beneficially Own, any security if the agreement, 
     arrangement or understanding to vote such security (1) arises solely 
     from a revocable proxy or consent given to such Person in response 
     to a public proxy or consent solicitation made pursuant to, and in 
     accordance with, the applicable rules and regulations promulgated 
     under the Exchange Act and (2) is not also then reportable on
     Schedule 13D under the Exchange Act (or any comparable or successor
     report); or

          (iii) which are beneficially owned, directly or indirectly, by any
     other Person with which such Person or any of such Person's Affiliates or
     Associates has any agreement, arrangement or understanding (other than
     customary agreements with and between underwriters and selling group
     members with respect to a BONA FIDE public offering of securities) for the
     purpose of acquiring, holding, voting (except to the extent contemplated by
     the proviso to Section 1(d)(ii)(B)) or disposing of any securities of the
     Company.

          Notwithstanding anything in this definition of Beneficial Ownership to
the contrary, the phrase "THEN OUTSTANDING," when used with reference to a
Person's Beneficial Ownership of securities of the Company, shall mean the
number of such securities then issued and outstanding together with the number


                                      -5-


of such securities not then actually issued and outstanding which such Person
would be deemed to Beneficially Own hereunder.

          (e)  "BUSINESS DAY" shall mean any day other than a Saturday, a
Sunday, or a day on which banking institutions in State of New York are
authorized or obligated by law or executive order to close.

          (f)  "CLOSE OF BUSINESS" on any given date shall mean 5:00 P.M., New
York City time, on such date; PROVIDED, HOWEVER, that, if such date is not a
Business Day, it shall mean 5:00 P.M., New York City time, on the next
succeeding Business Day.

          (g)  "COMMON SHARES" when used with reference to the Company shall
mean the shares of common stock, par value $0.01 per share, of the Company. 
"Common Shares" when used with reference to any Person other than the Company
shall mean the capital stock (or equity interest) with the greatest voting power
of such other Person or, if such other Person is a Subsidiary of another Person,
the Person or Persons which ultimately control such first-mentioned Person.
 
          (h)  "COMPANY" shall have the meaning set forth in the preamble
hereof.

          (i)  "CURRENT PER SHARE MARKET PRICE" shall have the meaning set forth
in Section 11(d) hereof.


                                      -6-


          (j)  "DISTRIBUTION DATE" shall have the meaning set forth in Section
3(a) hereof.

          (k)  "EQUIVALENT PREFERRED SHARES" shall have the meaning set forth in
Section 11(b) hereof.

          (l)  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

          (m)  "EXCHANGE RATIO" shall have the meaning set forth in Section
24(a) hereof.

          (n)  "FINAL EXPIRATION DATE" shall have the meaning set forth in
Section 7(a) hereof.

          (o)  "NASDAQ" shall mean the National Association of Securities
Dealers, Inc. Automated Quotations System.

          (p)  "PERSON" shall mean any individual, firm, corporation or other
entity, and shall include any successor (by merger or otherwise) of such entity.

          (q)  "PREFERRED SHARES" shall mean shares of Series B Junior
Participating Preferred Stock, par value $0.01 per share, of the Company having
the rights and preferences set forth in the Form of Certificate of Designations
attached to this Agreement as Exhibit A.


                                      -7-


          (r)  "PURCHASE PRICE" shall have the meaning set forth in Section 7(b)
hereof.

          (s)  "RECORD DATE" shall have the meaning set forth in the second
paragraph hereof.

          (t)  "REDEMPTION DATE" shall have the meaning set forth in Section
7(a) hereof.

          (u)  "REDEMPTION PRICE" shall have the meaning set forth in Section
23(a) hereof.

          (v)  "RIGHTS AGENT" shall have the meaning set forth in the preamble
hereof.

          (w)  "RIGHT" shall have the meaning set forth in the second paragraph
hereof.

          (x)  "RIGHT CERTIFICATE" shall have the meaning set forth in Section
3(a) hereof.

          (y)  "SECURITY" shall have the meaning set forth in Section 11(d)
hereof.

          (z)  "SHARES ACQUISITION DATE" shall mean the first date of public
announcement by the Company or an Acquiring Person that an Acquiring Person has
become such.

                                      -8-

 
          (aa) "SUBSIDIARY" of any Person shall mean any corporation or other
entity of which a majority of the voting power of the voting equity securities
or equity interest is owned, directly or indirectly, by such Person.

          (ab) "SUMMARY OF RIGHTS" shall have the meaning set forth in Section
3(b) hereof.

          (ac) "TRADING DAY" shall have the meaning set forth in Section 11(d)
hereof.

          Section 2.  APPOINTMENT OF RIGHTS AGENT.  The Company hereby appoints
the Rights Agent to act as agent for the Company and the holders of the Rights
(who, in accordance with Section 3 hereof, shall, prior to the Distribution
Date, also be the holders of the Common Shares) in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such appointment.  The
Company may from time to time appoint such co-Rights Agents as it may deem
necessary or desirable.

          Section 3.  ISSUE OF RIGHT CERTIFICATES.  (a)  Until the earlier of
(i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business
Day (or such later date as may be determined by action of the Board of Directors
of the Company prior to such time as any Person becomes an Acquiring Person)
after the date of the commencement by any  Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan 

                                      -9-


of the Company or of any Subsidiary of the Company or any entity holding 
Common Shares for or pursuant to the terms of any such plan) of, or of the 
first public announcement of the intention of any Person (other than the 
Company, any Subsidiary of the Company, any employee benefit plan of the 
Company or of any Subsidiary of the Company or any entity holding Common 
Shares for or pursuant to the terms of any such plan) to commence, a tender 
or exchange offer the consummation of which would result in any Person 
becoming the Beneficial Owner of Common Shares aggregating 20% or more of the 
then outstanding Common Shares (including any such date which is after the 
date of this Agreement and prior to the issuance of the Rights; the earlier 
of such dates being herein referred to as the "DISTRIBUTION DATE"), (x) the 
Rights will be evidenced (subject to the provisions of Section 3(b) hereof) 
by the certificates for Common Shares registered in the names of the holders 
thereof (which certificates shall also be deemed to be Right Certificates) 
and not by separate Right Certificates, and (y) the right to receive Right 
Certificates will be transferable only in connection with the transfer of 
Common Shares.  As soon as practicable after the Distribution Date, the 
Company will prepare and execute, the Rights Agent will countersign, and the 
Company will send or cause to be sent (and the Rights Agent will, if 
requested, send) by first-class, insured,  postage-prepaid mail, to each 
record holder of Common Shares as of the Close of Business on the 
Distribution Date, at


                                      -10-


the address of such holder shown on the records of the Company, a Right 
Certificate, in substantially the form of Exhibit B hereto (a "RIGHT 
CERTIFICATE"), evidencing one Right for each Common Share so held.  As of the 
Distribution Date, the Rights will be evidenced solely by such Right 
Certificates.

          (b)  On the Record Date, or as soon as practicable thereafter, the
Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in
substantially the form of Exhibit C hereto (the "SUMMARY OF RIGHTS"), by
first-class, postage-prepaid mail, to each record holder of Common Shares as of
the Close of Business on the Record Date, at the address of such holder shown on
the records of the Company.  With respect to certificates for Common Shares
outstanding as of the Record Date, until the Distribution Date, the Rights will
be evidenced by such certificates registered in the names of the holders thereof
together with a copy of the Summary of Rights attached thereto.  Until the
Distribution Date (or the earlier of the Redemption Date or the Final Expiration
Date), the surrender for transfer of any certificate for Common Shares
outstanding on the Record Date, with or without a copy of the Summary of Rights
attached thereto, shall also constitute the transfer of the Rights associated
with the Common Shares represented thereby.

          (c)  Certificates for Common Shares which become outstanding
(including, without limitation, reacquired Common 

                                      -11-


Shares referred to in the last sentence of this paragraph (c)) after the 
Record Date but prior to the earliest of the Distribution Date, the 
Redemption Date or the Final Expiration Date shall have impressed on, printed 
on, written on or otherwise affixed to them the following legend:

     This certificate also evidences and entitles the holder hereof to certain
     rights as set forth in a Rights Agreement between Beazer Homes USA, Inc.
     and First Chicago Trust Company of New York, dated as of June 21, 1996 (the
     "RIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by
     reference and a copy of which is on file at the principal executive offices
     of Beazer Homes USA, Inc.  Under certain circumstances, as set forth in the
     Rights Agreement, such Rights will be evidenced by separate certificates
     and will no longer be evidenced by this certificate.  Beazer Homes USA,
     Inc. will mail to the holder of this certificate a copy of the Rights
     Agreement without charge after receipt of a written request therefor. 
     Under certain circumstances, as set forth in the Rights Agreement, Rights
     issued to any Person who becomes an Acquiring Person (as defined in the
     Rights Agreement) may become null and void.


With respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the Common Shares represented by
such certificates shall be evidenced by such certificates alone, and the
surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares represented thereby. 
In the event that the Company purchases or acquires any Common Shares after the
Record Date but prior to the Distribution Date, any Rights associated with such 
Common Shares shall be deemed cancelled and retired so that the Company shall


                                      -12-



not be entitled to exercise any Rights associated with the Common Shares which
are no longer outstanding.

          Section 4.  FORM OF RIGHT CERTIFICATES.  The Right Certificates (and
the forms of election to purchase Preferred Shares and of assignment to be
printed on the reverse thereof) shall be substantially the same as Exhibit B
hereto and may have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange or automated quotation system on which the Rights may from time to time
be listed, or to conform to usage.  Subject to the provisions of Section 22
hereof, the Right Certificates shall entitle the holders thereof to purchase
such number of one hundredths of a Preferred Share as shall be set forth therein
at the price per one hundredth of a Preferred Share set forth therein, but the
number of such one hundredths of a Preferred Share and the Purchase Price shall
be subject to adjustment as provided herein.

          Section 5.  COUNTERSIGNATURE AND REGISTRATION.  The Right Certificates
shall be executed on behalf of the Company  by its Chairman of the Board, its
Chief Executive Officer, its 

                                      -13-


President, any of its Vice Presidents, or its Treasurer, either manually or 
by facsimile signature, shall have affixed thereto the Company's seal or a 
facsimile thereof, and shall be attested by the Secretary or an Assistant 
Secretary of the Company, either manually or by facsimile signature.  The 
Right Certificates shall be manually countersigned by the Rights Agent and 
shall not be valid for any purpose unless countersigned. In case any officer 
of the Company who shall have signed any of the Right Certificates shall 
cease to be such officer of the Company before countersignature by the Rights 
Agent and issuance and delivery by the Company, such Right Certificates, 
nevertheless, may be countersigned by the Rights Agent and issued and 
delivered by the Company with the same force and effect as though the Person 
who signed such Right Certificates had not ceased to be such officer of the 
Company; and any Right Certificate may be signed on behalf of the Company by 
any Person who, at the actual date of the execution of such Right 
Certificate, shall be a proper officer of the Company to sign such Right 
Certificate, although at the date of the execution of this Agreement any such 
Person was not such an officer.

          Following the Distribution Date, the Rights Agent will keep or cause
to be kept, at its principal office, books  for registration and transfer of the
Right Certificates issued hereunder.  Such books shall show the names and
addresses of the 

                            -14-


respective holders of the Right Certificates, the number of Rights evidenced 
on its face by each of the Right Certificates and the date of each of the 
Right Certificates.

          Section 6.  TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES.  Subject
to the provisions of Section 14 hereof, at any time after the Close of Business
on the Distribution Date, and at or prior to the Close of Business on the
earlier of the Redemption Date or the Final Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates representing
Rights that have become void pursuant to Section 11(a)(ii) hereof or that have
been exchanged pursuant to Section 24 hereof) may be transferred, split up,
combined or exchanged for another Right Certificate or Right Certificates
entitling the registered holder to purchase a like number of one hundredths of a
Preferred Share as the Right Certificate or Right Certificates surrendered then
entitled such holder to purchase.  Any registered holder desiring to transfer,
split up, combine or exchange any Right Certificate or Right Certificates shall
make such request in writing delivered to the Rights Agent, and shall surrender
the Right Certificate or Right Certificates to be transferred, split up,
combined or exchanged at  the principal office of the Rights Agent.  Thereupon
the Rights Agent shall countersign and deliver to the Person entitled thereto a
Right 

                                      -15-


Certificate or Right Certificates, as the case may be, as so requested. 
The Company may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer, split
up, combination or exchange of Right Certificates.

          Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and, at the Company's request,
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Right Certificate if mutilated, the Company will make and deliver a new
Right Certificate of like tenor to the Rights Agent for delivery to the
registered holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.

          Section 7.  EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF
RIGHTS.  (a)  The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein), in whole or in
part, at any time after the Distribution Date upon surrender of the Right
Certificate, with the form of election to purchase on  the reverse side thereof
duly executed, to the Rights Agent at the 

                                      -16-


principal office of the Rights Agent, together with payment of the Purchase 
Price for each one hundredth of a Preferred Share as to which the Rights are 
exercised, at or prior to the earliest of (i) the Close of Business on June 
24, 2006 (the "FINAL EXPIRATION DATE"), (ii) the time at which the Rights are 
redeemed as provided in Section 23 hereof (the "REDEMPTION DATE") or (iii) 
the time at which such Rights are exchanged as provided in Section 24 hereof.

          (b)  The Purchase Price (the "PURCHASE PRICE") for each one hundredth
of a Preferred Share purchasable pursuant to the exercise of a Right shall
initially be $80.00, and shall be subject to adjustment from time to time as
provided in Section 11 or 13 hereof and shall be payable in lawful money of the
United States of America in accordance with paragraph (c) below.

          (c)  Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase duly executed, accompanied by
payment of the Purchase Price for the shares to be purchased and an amount equal
to any applicable transfer tax required to be paid by the holder of such Right
Certificate in accordance with Section 9 hereof by certified check, cashier's
check or money order payable to the order of the Company, the Rights Agent shall
thereupon promptly (i) (A) requisition from any transfer agent of the  Preferred
Shares certificates for the number of Preferred Shares to be purchased 


                                      -17-


and the Company hereby irrevocably authorizes any such transfer agent to 
comply with all such requests, or (B) requisition from the depositary agent 
depositary receipts representing such number of one hundredths of a Preferred 
Share as are to be purchased (in which case certificates for the Preferred 
Shares represented by such receipts shall be deposited by the transfer agent 
of the Preferred Shares with the depositary agent) and the Company hereby 
directs such depositary agent to comply with such request; (ii) when 
appropriate, requisition from the Company the amount of cash to be paid in 
lieu of issuance of fractional shares in accordance with Section 14 hereof; 
(iii) after receipt of such certificates or depositary receipts, cause the 
same to be delivered to or upon the order of the registered holder of such 
Right Certificate, registered in such name or names as may be designated by 
such holder; and (iv) when appropriate, after receipt, deliver such cash to 
or upon the order of the registered holder of such Right Certificate.

          (d)  In case the registered holder of any Right Certificate shall
exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the  Rights Agent to the registered holder of such Right Certificate or to
his duly authorized assigns, subject to the provisions of Section 14 hereof.


                                      -18-


          Section 8.  CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES.  All
Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent, shall be cancelled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Agreement.  The Company shall deliver to the
Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof.  The Rights Agent shall
deliver all cancelled Right Certificates to the Company, or shall, at the
written request of the Company, destroy such cancelled Right Certificates, and,
in such case, shall deliver a certificate of destruction thereof to the Company.

          Section 9.  AVAILABILITY OF PREFERRED SHARES.  The Company covenants
and agrees that it will cause to be reserved and kept available out of its
authorized and unissued Preferred Shares or any Preferred Shares held in its
treasury, the number of Preferred Shares that will be sufficient  to permit the
exercise in full of all outstanding Rights in accordance with Section 7.  The
Company covenants and agrees that it will take all such action as may be
necessary to ensure that all Preferred 

                                      -19-


Shares delivered upon exercise of Rights shall, at the time of delivery of 
the certificates for such Preferred Shares (subject to payment of the 
Purchase Price), be duly and validly authorized and issued and fully paid and 
nonassessable shares.

          The Company further covenants and agrees that it will pay when due and
payable any and all federal and state transfer taxes and charges which may be
payable in respect of the issuance or delivery of the Right Certificates or of
any Preferred Shares upon the exercise of Rights.  The Company shall not,
however, be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right Certificates to a Person other than, or the
issuance or delivery of certificates or depositary receipts for the Preferred
Shares in a name other than that of, the registered holder of the Right
Certificate evidencing Rights surrendered for exercise or to issue or to deliver
any certificates or depositary receipts for Preferred Shares upon the exercise
of any Rights until any such tax shall have been paid (any such tax being
payable by the holder of such Right Certificate at the time of surrender) or
until it has been established to the Company's reasonable satisfaction that no
such tax is due.
 
          Section 10.  PREFERRED SHARES RECORD DATE.  Each Person in whose name
any certificate for Preferred Shares is issued upon the exercise of Rights shall
for all purposes be deemed to have 


                                      -20-



become the holder of record of the Preferred Shares represented thereby on, 
and such certificate shall be dated, the date upon which the Right 
Certificate evidencing such Rights was duly surrendered and payment of the 
Purchase Price (and any applicable transfer taxes) was made; PROVIDED, 
HOWEVER, that if the date of such surrender and payment is a date upon which 
the Preferred Shares transfer books of the Company are closed, such Person 
shall be deemed to have become the record holder of such shares on, and such 
certificate shall be dated, the next succeeding Business Day on which the 
Preferred Shares transfer books of the Company are open.  Prior to the 
exercise of the Rights evidenced thereby, the holder of a Right Certificate 
shall not be entitled to any rights of a holder of Preferred Shares for which 
the Rights shall be exercisable, including, without limitation, the right to 
vote, to receive dividends or other distributions or to exercise any 
preemptive rights, and shall not be entitled to receive any notice of any 
proceedings of the Company, except as provided herein.

          Section 11.  ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER
OF RIGHTS.  The Purchase Price, the number of Preferred Shares covered by each
Right and the number  of Rights outstanding are subject to adjustment from time
to time as provided in this Section 11.

                                      -21-


          (a)  (i)  In the event the Company shall at any time after the date of
this Agreement (A) declare a dividend on the Preferred Shares payable in
Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine
the outstanding Preferred Shares into a smaller number of Preferred Shares or
(D) issue any shares of its capital stock in a reclassification of the Preferred
Shares (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing or surviving corporation),
except as otherwise provided in this Section 11(a), the Purchase Price in effect
at the time of the record date for such dividend or of the effective date of
such subdivision, combination or reclassification, and the number and kind of
shares of capital stock issuable on such date, shall be proportionately adjusted
so that the holder of any Right exercised after such time shall be entitled to
receive the aggregate number and kind of shares of capital stock which, if such
Right had been exercised immediately prior to such date and at a time when the
Preferred Shares transfer books of the Company were open, he would have owned
upon such exercise and been entitled to receive by virtue of such dividend,
subdivision, combination or reclassification; PROVIDED, HOWEVER, that in no
event shall the consideration to be paid upon the exercise of one Right be less
than the aggregate par  value of the shares of capital stock of the Company
issuable upon exercise of one Right.

                                      -22-


          (ii) Subject to Section 24 of this Agreement, in the event any Person
becomes an Acquiring Person, each holder of a Right shall thereafter have a
right to receive, upon exercise thereof at a price equal to the then current
Purchase Price multiplied by the number of one hundredths of a Preferred Share
for which a Right is then exercisable, in accordance with the terms of this
Agreement and in lieu of Preferred Shares, such number of Common Shares of the
Company as shall equal the result obtained by (A) multiplying the then current
Purchase Price by the number of one hundredths of a Preferred Share for which a
Right is then exercisable and dividing that product by (B) 50% of the then
current per share market price of the Company's Common Shares (determined
pursuant to Section 11(d) hereof) on the date of the occurrence of such event. 
In the event that any Person shall become an Acquiring Person and the Rights
shall then be outstanding, the Company shall not take any action which would
eliminate or diminish the benefits intended to be afforded by the Rights.

          From and after the occurrence of such event, any Rights that are or
were acquired or Beneficially Owned by any Acquiring Person (or any Associate or
Affiliate of such Acquiring Person) shall be void and any holder of such Rights 
shall thereafter have no right to exercise such Rights under any provision of
this Agreement.  No Right Certificate shall be issued pursuant to 

                                      -23-


Section 3 that represents Rights Beneficially Owned by an Acquiring Person 
whose Rights would be void pursuant to the preceding sentence or any 
Associate or Affiliate thereof; no Right Certificate shall be issued at any 
time upon the transfer of any Rights to an Acquiring Person whose Rights 
would be void pursuant to the preceding sentence or any Associate or 
Affiliate thereof or to any nominee of such Acquiring Person, Associate or 
Affiliate; and any Right Certificate delivered to the Rights Agent for 
transfer to an Acquiring Person whose Rights would be void pursuant to the 
preceding sentence shall be cancelled.

          (iii)     In the event that there shall not be sufficient Common
Shares issued but not outstanding or authorized but unissued to permit the
exercise in full of the Rights in accordance with the foregoing subparagraph
(ii), the Company shall take all such action as may be necessary to authorize
additional Common Shares for issuance upon exercise of the Rights.  In the event
the Company shall, after good faith effort, be unable to take all such action as
may be necessary to authorize such additional Common Shares, the Company shall
substitute, for each Common Share that would otherwise be issuable upon exercise
of a Right, a number of Preferred Shares or fraction thereof such that the
current per share market price of one Preferred Share multiplied by  such number
or fraction is equal to the current per share market price of one Common Share

                                      -24-


as of the date of issuance of such Preferred Shares or fraction thereof.

          (b)  In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Preferred Shares entitling them
(for a period expiring within 45 calendar days after such record date) to
subscribe for or purchase Preferred Shares (or shares having the same rights,
privileges and preferences as the Preferred Shares ("EQUIVALENT PREFERRED
SHARES")) or securities convertible into Preferred Shares or equivalent
preferred shares at a price per Preferred Share or equivalent preferred share
(or having a conversion price per share, if a security convertible into
Preferred Shares or equivalent preferred shares) less than the then current per
share market price of the Preferred Shares on such record date, the Purchase
Price to be in effect after such record date shall be determined by multiplying
the Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the number of Preferred Shares
outstanding on such record date plus the number of Preferred Shares which the
aggregate offering price of the total number of Preferred Shares and/or
equivalent preferred shares so to be offered (and/or the aggregate initial
conversion price of the convertible securities so to be offered) would purchase
at such current market price and the denominator of which shall be the 

                                      -25-



number of Preferred Shares outstanding on such record date plus the number of 
additional Preferred Shares and/or equivalent preferred shares to be offered 
for subscription or purchase (or into which the convertible securities so to 
be offered are initially convertible); PROVIDED, HOWEVER, that in no event 
shall the consideration to be paid upon the exercise of one Right be less 
than the aggregate par value of the shares of capital stock of the Company 
issuable upon exercise of one Right.  In case such subscription price may be 
paid in a consideration part or all of which shall be in a form other than 
cash, the value of such consideration shall be as determined in good faith by 
the Board of Directors of the Company, whose determination shall be described 
in a statement filed with the Rights Agent and shall be binding on the Rights 
Agent and the holders of the Rights.  Preferred Shares owned by or held for 
the account of the Company shall not be deemed outstanding for the purpose of 
any such computation. Such adjustment shall be made successively whenever 
such a record date is fixed; and in the event that such rights, options or 
warrants are not so issued, the Purchase Price shall be adjusted to be the 
Purchase Price which would then be in effect if such record date had not been 
fixed.

          (c)  In case the Company shall fix a record date for the making of a
distribution to all holders of the Preferred Shares (including any such
distribution made in connection with a 


                                      -26-


consolidation or merger in which the Company  is the continuing or surviving 
corporation) of evidences of indebtedness or assets (other than a regular 
quarterly cash dividend or a dividend payable in Preferred Shares) or 
subscription rights or warrants (excluding those referred to in Section 11(b) 
hereof), the Purchase Price to be in effect after such record date shall be 
determined by multiplying the Purchase Price in effect immediately prior to 
such record date by a fraction, the numerator of which shall be the then 
current per share market price of the Preferred Shares on such record date, 
less the fair market value (as determined in good faith by the Board of 
Directors of the Company, whose determination shall be described in a 
statement filed with the Rights Agent and shall be binding on the Rights 
Agent and holders of the Rights) of the portion of the assets or evidences of 
indebtedness so to be distributed or of such subscription rights or warrants 
applicable to one Preferred Share and the denominator of which shall be such 
current per share market price of the Preferred Shares; PROVIDED, HOWEVER, 
that in no event shall the consideration to be paid upon the exercise of one 
Right be less than the aggregate par value of the shares of capital stock of 
the Company to be issued upon exercise of one Right.  Such adjustments shall 
be made successively whenever such a record date is fixed; and in the event 
that such distribution is not so made, the Purchase Price 


                                      -27-


shall again be adjusted to be the Purchase Price  which would then be in 
effect if such record date had not been fixed.

          (d)  (i)  For the purpose of any computation hereunder, the "CURRENT
PER SHARE MARKET PRICE" of any security (a "SECURITY" for the purpose of this
Section 11(d)(i)) on any date shall be deemed to be the average of the daily
closing prices per share of such Security for the 30 consecutive Trading Days
immediately prior to such date; PROVIDED, HOWEVER, that in the event that the
current per share market price of the Security is determined during a period
following the announcement by the issuer of such Security of (A) a dividend or
distribution on such Security payable in shares of such Security or securities
convertible into such shares, or (B) any subdivision, combination or
reclassification of such Security and prior to the expiration of 30 Trading Days
after the ex-dividend date for such dividend or distribution, or the record date
for such subdivision, combination or reclassification, then, and in each such
case, the current per share market price shall be appropriately adjusted to
reflect the current market price per share equivalent of such Security.  The
closing price for each day shall be the last sale price, regular way, or, in
case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, in either case, as reported in the principal
consolidated transaction reporting system with respect to securities listed or


                                      -28-


admitted to trading on the New York  Stock Exchange or, if the Security is not
listed or admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the Security is
listed or admitted to trading or, if the Security is not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter
market, as reported by the NASDAQ or such other system then in use, or, if on
any such date the Security is not quoted by any such organization, the average
of the closing bid and asked prices as furnished by a professional market maker
making a market in the Security selected by the Board of Directors of the
Company.  The term "TRADING DAY" shall mean a day on which the principal
national securities exchange on which the Security is listed or admitted to
trading is open for the transaction of business or, if the Security is not
listed or admitted to trading on any national securities exchange, a Business
Day.

          (ii) For the purpose of any computation hereunder, the "current per
share market price" of the Preferred Shares shall be determined in accordance
with the method set forth in Section 11(d)(i).  If the Preferred Shares are not
publicly traded, the "current per share market price" of the  Preferred Shares
shall 

                                      -29-


be conclusively deemed to be the current per share market price of the
Common Shares as determined pursuant to Section 11(d)(i) (appropriately adjusted
to reflect any stock split, stock dividend or similar transaction occurring
after the date hereof), multiplied by one hundred.  If neither the Common Shares
nor the Preferred Shares are publicly held or so listed or traded, "current per
share market price" shall mean the fair value per share as determined in good
faith by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent.

          (e)  No adjustment in the Purchase Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in the Purchase
Price; PROVIDED, HOWEVER, that any adjustments which by reason of this Section
11(e) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment.  All calculations under this Section 11
shall be made to the nearest cent or to the nearest one-millionth of a Preferred
Share or one ten-thousandth of any other share or security as the case may be. 
Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years from the date of the transaction which requires such adjustment or (ii)
the date of the expiration of the right to exercise any Rights.

                                      -30-

 
          (f)  If, as a result of an adjustment made pursuant to Section 11(a)
hereof, the holder of any Right thereafter exercised shall become entitled to
receive any shares of capital stock of the Company other than Preferred Shares,
thereafter the number of such other shares so receivable upon exercise of any
Right shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the
Preferred Shares contained in Section 11(a) through (c), inclusive, and the
provisions of Sections 7, 9, 10 and 13 with respect to the Preferred Shares
shall apply on like terms to any such other shares.

          (g)  All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one hundredths of a
Preferred Share purchasable from time to time hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.

          (h)  Unless the Company shall have exercised its election as provided
in Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price,  that number 


                                      -31-


of one hundredths of a Preferred Share (calculated to the nearest one 
millionth of a Preferred Share) obtained by (A) multiplying (x) the number of 
one hundredths of a share covered by a Right immediately prior to this 
adjustment by (y) the Purchase Price in effect immediately prior to such 
adjustment of the Purchase Price and (B) dividing the product so obtained by 
the Purchase Price in effect immediately after such adjustment of the 
Purchase Price.

          (i)  The Company may elect on or after the date of any adjustment of
the Purchase Price to adjust the number of Rights in substitution for any
adjustment in the number of one hundredths of a Preferred Share purchasable upon
the exercise of a Right.  Each of the Rights outstanding after such adjustment
of the number of Rights shall be exercisable for the number of one hundredths of
a Preferred Share for which a Right was exercisable immediately prior to such
adjustment.  Each Right held of record prior to such adjustment of the number of
Rights shall become that number of Rights (calculated to the nearest one
ten-thousandth) obtained by dividing the Purchase Price in effect immediately
prior to adjustment of the Purchase Price by the Purchase Price in effect
immediately after adjustment of the Purchase Price.  The Company shall make a
public announcement of its election to adjust the number of Rights, indicating
the record date for the adjustment, and, if known at the time, the amount of the
adjustment to be made.  This record date may be the 


                                      -32-


date on  which the Purchase Price is adjusted or any day thereafter, but, if 
the Right Certificates have been issued, shall be at least 10 days later than 
the date of the public announcement.  If Right Certificates have been issued, 
upon each adjustment of the number of Rights pursuant to this Section 11(i), 
the Company shall, as promptly as practicable, cause to be distributed to 
holders of record of Right Certificates on such record date Right 
Certificates evidencing, subject to Section 14 hereof, the additional Rights 
to which such holders shall be entitled as a result of such adjustment, or, 
at the option of the Company, shall cause to be distributed to such holders 
of record in substitution and replacement for the Right Certificates held by 
such holders prior to the date of adjustment, and upon surrender thereof, if 
required by the Company, new Right Certificates evidencing all the Rights to 
which such holders shall be entitled after such adjustment.  Right 
Certificates so to be distributed shall be issued, executed and countersigned 
in the manner provided for herein and shall be registered in the names of the 
holders of record of Right Certificates on the record date specified in the 
public announcement.

          (j)  Irrespective of any adjustment or change in the Purchase Price or
the number of one hundredths of a Preferred Share issuable upon the exercise of
the Rights, the Right Certificates theretofore and thereafter issued may
continue to 


                                      -33-


express the Purchase Price and the number of one  hundredths of a Preferred 
Share which were expressed in the initial Right Certificates issued hereunder.

          (k)  Before taking any action that would cause an adjustment reducing
the Purchase Price below one hundredth of the then par value, if any, of the
Preferred Shares issuable upon exercise of the Rights, the Company shall take
any corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable Preferred Shares at such adjusted Purchase Price.

          (l)  In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuing to the holder of any Right exercised after such record date of
the Preferred Shares and other capital stock or securities of the Company, if
any, issuable upon such exercise over and above the Preferred Shares and other
capital stock or securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; PROVIDED,
HOWEVER, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to 

                                      -34-


receive such additional shares upon the occurrence of the event requiring 
such adjustment.
 
          (m)  Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that, it, in its sole discretion, shall determine to be advisable in
order that any consolidation or subdivision of the Preferred Shares, issuance
wholly for cash of any Preferred Shares at less than the current market price,
issuance wholly for cash of Preferred Shares or securities which by their terms
are convertible into or exchangeable for Preferred Shares, dividends on
Preferred Shares payable in Preferred Shares or issuance of rights, options or
warrants referred to hereinabove in Section 11(b), hereafter made by the Company
to holders of its Preferred Shares shall not be taxable to such stockholders.

          (n)  In the event that at any time after the date of this Agreement
and prior to the Distribution Date, the Company shall (i) declare or pay any
dividend on the Common Shares payable in Common Shares or (ii) effect a
subdivision, combination or consolidation of the Common Shares (by
reclassification or otherwise than by payment of dividends in Common Shares)
into a greater or lesser number of Common Shares, then in any such case (A) the
number of one hundredths of a Preferred 

                                      -35-



Share purchasable after such event upon proper exercise of each Right shall 
be determined by multiplying the  number of one hundredths of a Preferred 
Share so purchasable immediately prior to such event by a fraction, the 
numerator of which is the number of Common Shares outstanding immediately 
before such event and the denominator of which is the number of Common Shares 
outstanding immediately after such event, and (B) each Common Share 
outstanding immediately after such event shall have issued with respect to it 
that number of Rights which each Common Share outstanding immediately prior 
to such event had issued with respect to it.  The adjustments provided for in 
this Section 11(n) shall be made successively whenever such a dividend is 
declared or paid or such a subdivision, combination or consolidation is 
effected.

          Section 12.  CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF
SHARES.  Whenever an adjustment is made as provided in Section 11 or 13 hereof,
the Company shall promptly (a) prepare a certificate setting forth such
adjustment, and a brief statement of the facts accounting for such adjustment,
(b) file with the Rights Agent and with each transfer agent for the Common
Shares or the Preferred Shares a copy of such certificate and (c) mail a brief
summary thereof to each holder of a Right Certificate in accordance with Section
25 hereof.

                                      -36-


          Section 13.  CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR
EARNING POWER.  In the event, directly  or indirectly, at any time after a
Person has become an Acquiring Person, (a) the Company shall consolidate with,
or merge with and into, any other Person, (b) any Person shall consolidate with
the Company, or merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger and, in connection with such
merger, all or part of the Common Shares shall be changed into or exchanged for
stock or other securities of any other Person (or the Company) or cash or any
other property, or (c) the Company shall sell or otherwise transfer (or one or
more of its Subsidiaries shall sell or otherwise transfer), in one or more
transactions, assets or earning power aggregating 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person other than the Company or one or more of its wholly-owned
Subsidiaries, then, and in each such case, proper provision shall be made so
that (i) each holder of a Right (except as otherwise provided herein) shall
thereafter have the right to receive, upon the exercise thereof at a price equal
to the then current Purchase Price multiplied by the number of one hundredths of
a Preferred Share for which a Right is then exercisable, in accordance with the
terms of this Agreement and in lieu of Preferred Shares, such number of Common
Shares of such other Person (including the Company as successor thereto or as
the 

                                      -37-


surviving corporation) as shall equal the result obtained by (A) multiplying
the then current Purchase Price  by the number of one hundredths of a Preferred
Share for which a Right is then exercisable and dividing that product by (B) 50%
of the then current per share market price of the Common Shares of such other
Person (determined pursuant to Section 11(d) hereof) on the date of consummation
of such consolidation, merger, sale or transfer; (ii) the issuer of such Common
Shares shall thereafter be liable for, and shall assume, by virtue of such
consolidation, merger, sale or transfer, all the obligations and duties of the
Company pursuant to this Agreement; (iii) the term "COMPANY" shall thereafter be
deemed to refer to such issuer; and (iv) such issuer shall take such steps
(including, but not limited to, the reservation of a sufficient number of its
Common Shares in accordance with Section 9 hereof) in connection with such
consummation as may be necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be, in relation to the
Common Shares thereafter deliverable upon the exercise of the Rights.  The
Company shall not consummate any such consolidation, merger, sale or transfer
unless prior thereto the Company and such issuer shall have executed and
delivered to the Rights Agent a supplemental agreement so providing.  The
Company shall not enter into any transaction of the kind referred to in this
Section 13 if at the time of such transaction there are any rights, warrants,

                                      -38-


instruments or securities outstanding or  any agreements or arrangements which,
as a result of the consummation of such transaction, would eliminate or
substantially diminish the benefits intended to be afforded by the Rights.  The
provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers.

          Section 14.  FRACTIONAL RIGHTS AND FRACTIONAL SHARES.  (a)  The
Company shall not be required to issue fractions of Rights or to distribute
Right Certificates which evidence fractional Rights.  In lieu of such fractional
Rights, there shall be paid to the registered holders of the Right Certificates
with regard to which such fractional Rights would otherwise be issuable, an
amount in cash equal to the same fraction of the current market value of a whole
Right.  For the purposes of this Section 14(a), the current market value of a
whole Right shall be the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights would have been
otherwise issuable.  The closing price for any day shall be the last sale price,
regular way, or, in case no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, in either case, as reported in
the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock Exchange or, if
the Rights are not listed or admitted to trading 


                                      -39-


on the New York Stock Exchange, as reported in the  principal consolidated 
transaction reporting system with respect to securities listed on the 
principal national securities exchange on which the Rights are listed or 
admitted to trading or, if the Rights are not listed or admitted to trading 
on any national securities exchange, the last quoted price or, if not so 
quoted, the average of the high bid and low asked prices in the 
over-the-counter market, as reported by NASDAQ or such other system then in 
use or, if on any such date the Rights are not quoted by any such 
organization, the average of the closing bid and asked prices as furnished by 
a professional market maker making a market in the Rights selected by the 
Board of Directors of the Company.  If on any such date no such market maker 
is making a market in the Rights, the fair value of the Rights on such date 
as determined in good faith by the Board of Directors of the Company shall be 
used.

          (b)  The Company shall not be required to issue fractions of Preferred
Shares (other than fractions which are integral multiples of one hundredth of a
Preferred Share) upon exercise of the Rights or to distribute certificates which
evidence fractional Preferred Shares (other than fractions which are integral
multiples of one hundredth of a Preferred Share).  Fractions of Preferred Shares
in integral multiples of one hundredth of a Preferred Share may, at the election
of the

                                      -40-


Company, be evidenced by depositary receipts, pursuant to an appropriate
agreement between the Company and  a depositary selected by it; PROVIDED that
such agreement shall provide that the holders of such depositary receipts shall
have all the rights, privileges and preferences to which they are entitled as
Beneficial Owners of the Preferred Shares represented by such depositary
receipts.  In lieu of fractional Preferred Shares that are not integral
multiples of one hundredth of a Preferred Share, the Company shall pay to the
registered holders of Right Certificates at the time such Rights are exercised
as herein provided an amount in cash equal to the same fraction of the current
market value of one Preferred Share.  For the purposes of this Section 14(b),
the current market value of a Preferred Share shall be the closing price of a
Preferred Share (as determined pursuant to the second sentence of Section
11(d)(i) hereof) for the Trading Day immediately prior to the date of such
exercise.

          (c)  The holder of a Right by the acceptance of the Right expressly
waives his right to receive any fractional Rights or any fractional shares upon
exercise of a Right (except as provided above).

          Section 15.  RIGHTS OF ACTION.  All rights of action in respect of
this Agreement, excepting the rights of action given to the Rights Agent under
Section 18 hereof, are  vested in the respective registered holders of the Right
Certificates (and,

                                      -41-


prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Shares), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Shares), may, in his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, his right to
exercise the Rights evidenced by such Right Certificate in the manner provided
in such Right Certificate and in this Agreement.  Without limiting the foregoing
or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and will be entitled to specific performance of
the obligations under, and injunctive relief against actual or threatened
violations of the obligations of any Person subject to, this Agreement.

          Section 16.  AGREEMENT OF RIGHT HOLDERS.  Every holder of a Right, by
accepting the same, consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:

                                      -42-


          (a)  prior to the Distribution Date, the Rights will be transferable
only in connection with the transfer of the Common Shares;

          (b)  after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office of the Rights Agent, duly endorsed or accompanied by a
proper instrument of transfer; and

          (c)  the Company and the Rights Agent may deem and treat the Person in
whose name the Right Certificate (or, prior to the Distribution Date, the
associated Common Shares certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificate or the associated Common Shares
certificate made by anyone other than the Company or the Rights Agent) for all
purposes whatsoever, and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary.

          Section 17.  RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER.  No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Preferred Shares or any
other securities of the Company which may at any time be issuable on 

                                      -43-


the exercise of the Rights represented thereby, nor shall  anything contained 
herein or in any Right Certificate be construed to confer upon the holder of 
any Right Certificate, as such, any of the rights of a stockholder of the 
Company or any right to vote for the election of directors or upon any matter 
submitted to stockholders at any meeting thereof, or to give or withhold 
consent to any corporate action, or to receive notice of meetings or other 
actions affecting stockholders (except as provided in Section 25 hereof), or 
to receive dividends or subscription rights, or otherwise, until the Right or 
Rights evidenced by such Right Certificate shall have been exercised in 
accordance with the provisions hereof.

          Section 18.  CONCERNING THE RIGHTS AGENT.  The Company agrees to pay
to the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this Agreement and the exercise and performance of its duties
hereunder.  The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability or expense incurred without
negligence, bad faith or willful misconduct on the part of the Rights Agent, for
anything done or omitted by the Rights Agent in connection with the acceptance
and administration of this Agreement, including the 

                                      -44-


costs and expenses of defending against any claim of liability in the 
premises.

          The Rights Agent shall be protected and shall incur no liability for,
or in respect of any action taken, suffered or omitted by it in connection with,
its administration of this Agreement in reliance upon any Right Certificate or
certificate for the Preferred Shares or Common Shares or for other securities of
the Company, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
statement, or other paper or document believed by it to be genuine and to be
signed, executed and, where necessary, verified or acknowledged, by the proper
Person or Persons, or otherwise upon the advice of counsel as set forth in
Section 20 hereof.

          Section 19.  MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS
AGENT.  Any corporation into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any corporation succeeding to the
stock transfer or corporate trust powers of the Rights Agent or any successor
Rights Agent, shall be the successor to the Rights Agent under this Agreement
without the execution or filing of any paper or any further act on the part of
any of the parties 

                                      -45-


hereto; PROVIDED that such corporation would be eligible for appointment as a 
successor Rights Agent under the provisions of Section 21 hereof.  In case at 
the time such successor Rights Agent  shall succeed to the agency created by 
this Agreement, any of the Right Certificates shall have been countersigned 
but not delivered, any such successor Rights Agent may adopt the 
countersignature of the predecessor Rights Agent and deliver such Right 
Certificates so countersigned; and, in case at that time any of the Right 
Certificates shall not have been countersigned, any successor Rights Agent 
may countersign such Right Certificates either in the name of the predecessor 
Rights Agent or in the name of the successor Rights Agent; and in all such 
cases such Right Certificates shall have the full force provided in the Right 
Certificates and in this Agreement.

          In case at any time the name of the Rights Agent shall be changed and
at such time any of the Right Certificates shall have been countersigned but not
delivered, the Rights Agent may adopt the countersignature under its prior name
and deliver Right Certificates so countersigned; and in case at that time any of
the Right Certificates shall not have been countersigned, the Rights Agent may
countersign such Right Certificates either in its prior name or in its changed
name; and in all such cases such Right Certificates shall have the full force
provided in the Right Certificates and in this Agreement.


                                      -46-


          Section 20.  DUTIES OF RIGHTS AGENT.  The Rights Agent undertakes the
duties and obligations imposed by this  Agreement upon the following terms and
conditions, by all of which the Company and the holders of Right Certificates,
by their acceptance thereof, shall be bound:

          (a)  The Rights Agent may consult with legal counsel (who may be legal
counsel for the Company), and the opinion of such counsel shall be full and
complete authorization and protection to the Rights Agent as to any action taken
or omitted by it in good faith and in accordance with such opinion.

          (b)  Whenever in the performance of its duties under this Agreement
the Rights Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by any one of the Chairman of the Board, the
Chief Executive Officer, the President, any Vice President, the Treasurer or the
Secretary of the Company and delivered to the Rights Agent; and such certificate
shall be full authorization to the Rights Agent for any action taken or suffered
in good faith by it under the provisions of this Agreement in reliance upon such
certificate.


                                      -47-


          (c)  The Rights Agent shall be liable hereunder to the Company and any
other Person only for its own negligence, bad faith or willful misconduct.

          (d)  The Rights Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained in this Agreement or in the Right
Certificates (except its countersignature thereof) or be required to verify the
same, but all such statements and recitals are and shall be deemed to have been
made by the Company only.

          (e)  The Rights Agent shall not be under any responsibility in respect
of the validity of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Rights Agent) or in respect of the validity or
execution of any Right Certificate (except its countersignature thereof); nor
shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Right Certificate; nor shall it
be responsible for any change in the exercisability of the Rights (including the
Rights becoming void pursuant to Section 11(a)(ii) hereof) or any adjustment in
the terms of the Rights (including the manner, method or amount thereof)
provided for in Section 3, 11, 13, 23 or 24, or the ascertaining of the
existence of facts that would require any such change or adjustment (except with
respect to the exercise of Rights evidenced by Right Certificates after actual
notice that 


                                      -48-


such  change or adjustment is required); nor shall it by any act hereunder be 
deemed to make any representation or warranty as to the authorization or 
reservation of any Preferred Shares to be issued pursuant to this Agreement 
or any Right Certificate or as to whether any Preferred Shares will, when 
issued, be validly authorized and issued, fully paid and nonassessable.

          (f)  The Company agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying out or performing by the Rights Agent of
the provisions of this Agreement.

          (g)  The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
one of the Chairman of the Board, the Chief Executive Officer, the President,
any Vice President, the Secretary or the Treasurer of the Company, and to apply
to such officers for advice or instructions in connection with its duties, and
it shall not be liable for any action taken or suffered by it in good faith in
accordance with instructions of any such officer or for any delay in acting
while waiting for those instructions.

                                      -49-


          (h)  The Rights Agent and any stockholder, director, officer or
employee of the Rights Agent may buy, sell or  deal in any of the Rights or
other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not
Rights Agent under this Agreement.  Nothing herein shall preclude the Rights
Agent from acting in any other capacity for the Company or for any other legal
entity.

          (i)  The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company resulting from any such act, default,
neglect or misconduct, provided reasonable care was exercised in the selection
and continued employment thereof.

          Section 21.  CHANGE OF RIGHTS AGENT.  The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30-days' notice in writing mailed to the Company and to each
transfer agent of the Common Shares or Preferred Shares by registered or
certified mail, and to the holders of the Right Certificates by first-class
mail.  The Company may remove the Rights Agent or any successor Rights 


                                     -50-


Agent upon 30-days' notice in writing, mailed to the Rights Agent or 
successor Rights Agent, as the case may be, and to each transfer agent of the 
Common Shares or Preferred Shares by registered or certified mail, and to the 
holders of the Right Certificates by first-class mail.  If the Rights Agent 
shall resign or be removed or shall otherwise become incapable of acting, the 
Company shall appoint a successor to the Rights Agent.  If the Company shall 
fail to make such appointment within a period of 30 days after giving notice 
of such removal or after it has been notified in writing of such resignation 
or incapacity by the resigning or incapacitated Rights Agent or by the holder 
of a Right Certificate (who shall, with such notice, submit his Right 
Certificate for inspection by the Company), then the registered holder of any 
Right Certificate may apply to any court of competent jurisdiction for the 
appointment of a new Rights Agent.  Any successor Rights Agent, whether 
appointed by the Company or by such a court, shall be a corporation organized 
and doing business under the laws of the United States or of the State of New 
York (or of any other state of the United States so long as such corporation 
is authorized to do business as a banking institution in the State of New 
York), in good standing, having an office in the State of New York, which is 
authorized under such laws to exercise corporate trust or stock transfer 
powers and is subject to supervision or examination by federal or state 
authority and which has at the time of its appointment as 

                                      -51-



Rights Agent a  combined capital and surplus of at least $50 million.  After 
appointment, the successor Rights Agent shall be vested with the same powers, 
rights, duties and responsibilities as if it had been originally named as 
Rights Agent without further act or deed; but the predecessor Rights Agent 
shall deliver and transfer to the successor Rights Agent any property at the 
time held by it hereunder, and execute and deliver any further assurance, 
conveyance, act or deed necessary for the purpose.  Not later than the 
effective date of any such appointment, the Company shall file notice thereof 
in writing with the predecessor Rights Agent and each transfer agent of the 
Common Shares or Preferred Shares, and mail a notice thereof in writing to 
the registered holders of the Right Certificates.  Failure to give any notice 
provided for in this Section 21, however, or any defect therein, shall not 
affect the legality or validity of the resignation or removal of the Rights 
Agent or the appointment of the successor Rights Agent, as the case may be.

          Section 22.  ISSUANCE OF NEW RIGHT CERTIFICATES.  Notwithstanding any
of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any adjustment
or change in the Purchase Price and the number or  kind or class of shares or
other securities or property purchasable under the 

                                      -52-


Right Certificates made in accordance with the provisions of this Agreement.

          Section 23.  REDEMPTION.  (a)  The Board of Directors of the Company
may, at its option, at any time prior to such time as any Person becomes an
Acquiring Person, redeem all but not less than all the then outstanding Rights
at a redemption price of $.01 per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as the "REDEMPTION
PRICE").  The redemption of the Rights by the Board of Directors of the Company
may be made effective at such time, on such basis and with such conditions as
the Board of Directors of the Company, in its sole discretion, may establish.

          (b)  Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights pursuant to paragraph (a) of this
Section 23, and without any further action and without any notice, the right to
exercise the Rights will terminate and the only right thereafter of the holders
of Rights shall be to receive the Redemption Price.  The Company shall promptly
give public notice of any such redemption; PROVIDED, HOWEVER, that the failure
to give, or any defect in, any such notice shall not affect the validity of such
redemption.  Within 10 days after  such action of the Board of Directors of the
Company ordering the redemption of the Rights, the Company 


                                      -53-


shall mail a notice of redemption to all the holders of the then outstanding 
Rights at their last addresses as they appear upon the registry books of the 
Rights Agent or, prior to the Distribution Date, on the registry books of the 
transfer agent for the Common Shares.  Any notice which is mailed in the 
manner herein provided shall be deemed given, whether or not the holder 
receives the notice.  Each such notice of redemption will state the method by 
which the payment of the Redemption Price will be made.  Neither the Company 
nor any of its Affiliates or Associates may redeem, acquire or purchase for 
value any Rights at any time in any manner other than that specifically set 
forth in this Section 23 or in Section 24 hereof, and other than in 
connection with the purchase of Common Shares prior to the Distribution Date.

          Section 24.  EXCHANGE.  (a)  The Board of Directors of the Company
may, at its option, at any time after any Person becomes an Acquiring Person,
exchange all or part of the then outstanding and exercisable Rights (which shall
not include Rights that have become void pursuant to the provisions of Section
11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per
Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such exchange ratio  being
hereinafter referred to as the "EXCHANGE RATIO").  Notwithstanding the

                                      -54-


foregoing, the Board of Directors of the Company shall not be empowered to
effect such exchange at any time after any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or any such
Subsidiary, or any entity holding Common Shares for or pursuant to the terms of
any such plan), together with all Affiliates and Associates of such Person,
becomes the Beneficial Owner of 50% or more of the Common Shares then
outstanding.

          (b)  Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to paragraph (a) of this
Section 24 and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of Common Shares equal to the
number of such Rights held by such holder multiplied by the Exchange Ratio.  The
Company shall promptly give public notice of any such exchange; PROVIDED,
HOWEVER, that the failure to give, or any defect in, such notice shall not
affect the validity of such exchange.  The Company promptly shall mail a notice
of any such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent.  Any
notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice.   Each such notice of exchange
will state 

                                      -55-


the method by which the exchange of the Common Shares for Rights will
be effected and, in the event of any partial exchange, the number of Rights
which will be exchanged.  Any partial exchange shall be effected PRO RATA based
on the number of Rights (other than Rights which have become void pursuant to
the provisions of Section 11(a)(ii) hereof) held by each holder of Rights.

          (c)  In the event that there shall not be sufficient Common Shares
issued but not outstanding or authorized but unissued to permit any exchange of
Rights as contemplated in accordance with this Section 24, the Company shall
take all such action as may be necessary to authorize additional Common Shares
for issuance upon exchange of the Rights.  In the event the Company shall, after
good faith effort, be unable to take all such action as may be necessary to
authorize such additional Common Shares, the Company shall substitute, for each
Common Share that would otherwise be issuable upon exchange of a Right, a number
of Preferred Shares or fraction thereof such that the current per share market
price of one Preferred Share multiplied by such number or fraction is equal to
the current per share market price of one Common Share as of the date of
issuance of such Preferred Shares or fraction thereof.

          (d)  The Company shall not be required to issue fractions of Common
Shares or to distribute certificates  which evidence fractional Common Shares. 
In lieu of such fractional 

                                      -56-


Common Shares, the Company shall pay to the registered holders of the Right 
Certificates with regard to which such fractional Common Shares would 
otherwise be issuable an amount in cash equal to the same fraction of the 
current market value of a whole Common Share.  For the purposes of this 
paragraph (d), the current market value of a whole Common Share shall be the 
closing price of a Common Share (as determined pursuant to the second 
sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to 
the date of exchange pursuant to this Section 24.

          Section 25.  NOTICE OF CERTAIN EVENTS.  (a) In case the Company shall
propose (i) to pay any dividend payable in stock of any class to the holders of
its Preferred Shares or to make any other distribution to the holders of its
Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer
to the holders of its Preferred Shares rights or warrants to subscribe for or to
purchase any additional Preferred Shares or shares of stock of any class or any
other securities, rights or options, (iii) to effect any reclassification of its
Preferred Shares (other than a reclassification involving only the subdivision
of outstanding Preferred Shares), (iv) to effect any consolidation or merger
into or with, or to effect any sale or other transfer (or to permit one or more
of its Subsidiaries to effect any sale or other transfer), in one or more
transactions, of 50% or more  

                                      -57-


of the assets or earning power of the Company and its Subsidiaries (taken as 
a whole) to, any other Person, (v) to effect the liquidation, dissolution or 
winding up of the Company, or (vi) to declare or pay any dividend on the 
Common Shares payable in Common Shares or to effect a subdivision, 
combination or consolidation of the Common Shares (by reclassification or 
otherwise than by payment of dividends in Common Shares), then, in each such 
case, the Company shall give to each holder of a Right Certificate, in 
accordance with Section 26 hereof, a notice of such proposed action, which 
shall specify the record date for the purposes of such stock dividend, or 
distribution of rights or warrants, or the date on which such 
reclassification, consolidation, merger, sale, transfer, liquidation, 
dissolution, or winding up is to take place and the date of participation 
therein by the holders of the Common Shares and/or Preferred Shares, if any 
such date is to be fixed, and such notice shall be so given in the case of 
any action covered by clause (i) or (ii) above at least 10 days prior to the 
record date for determining holders of the Preferred Shares for purposes of 
such action, and in the case of any such other action, at least 10 days prior 
to the date of the taking of such proposed action or the date of 
participation therein by the holders of the Common Shares and/or Preferred 
Shares, whichever shall be the earlier.

                                      -58-


          (b)  In case the event set forth in Section 11(a)(ii) hereof shall
occur, then the Company shall as soon  as practicable thereafter give to each
holder of a Right Certificate, in accordance with Section 26 hereof, a notice of
the occurrence of such event, which notice shall describe such event and the
consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

          Section 26.  NOTICES.  Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

               Beazer Homes USA, Inc.
               5775 Peachtree Dunwoody Road
               Suite C-550
               Atlanta, Georgia 30342
               Attention:  Corporate Secretary


Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Agreement to be given or made by the Company or by the holder of any
Right Certificate to or on the Rights Agent shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Company) as follows:


                                      -59-


               First Chicago Trust Company of New York
               525 Washington Boulevard
               Suite 4660
               Jersey City, New Jersey  07310
               Attn:  T&E Administration

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company.

          Section 27.  SUPPLEMENTS AND AMENDMENTS.  The Company may from time to
time supplement or amend this Agreement without the approval of any holders of
Right Certificates in order to cure any ambiguity, to correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provisions herein, or to make any other provisions with respect to the Rights
which the Company may deem necessary or desirable, any such supplement or
amendment to be evidenced by a writing signed by the Company and the Rights
Agent; PROVIDED, HOWEVER, that from and after such time as any Person becomes an
Acquiring Person, this Agreement shall not be amended in any manner which would
adversely affect the interests of the holders of Rights.  Without limiting the
foregoing, the Company may at any time prior to such time as any Person becomes
an Acquiring Person amend this Agreement to lower the thresholds set forth in


                                      -60-


Sections 1(a) and 3(a) to not less than the greater of (i) the sum of .001% and
the largest percentage of the outstanding Common Shares then known by the
Company to be Beneficially Owned by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or any
Subsidiary of the Company, or any entity holding Common Shares for or pursuant
to the terms of any such plan) and (ii) 10%.

          Section 28.  SUCCESSORS.  All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

          Section 29.  BENEFITS OF THIS AGREEMENT.  Nothing in this Agreement
shall be construed to give to any Person, other than the Company, the Rights
Agent and the registered holders of the Right Certificates (and, prior to the
Distribution Date, the Common Shares) any legal or equitable right, remedy or
claim under this Agreement; but this Agreement shall be for the sole and
exclusive benefit of the Company, the Rights Agent and the registered holders of
the Right Certificates (and, prior to the Distribution Date, the Common Shares).

          Section 30.  SEVERABILITY.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or 

                                      -61-


unenforceable, the remainder of the terms, provisions, covenants and 
restrictions of this Agreement shall remain in full force and effect and 
shall in no way be affected, impaired or invalidated.

          Section 31.  GOVERNING LAW.  This Agreement and each Right Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.

          Section 32.  COUNTERPARTS.  This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

          Section 33.  DESCRIPTIVE HEADINGS.  Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.


                                      -62-



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested, all as of the day and year first above written.

Attest:                             BEAZER HOMES USA, INC.




By  /s/ John Kelton                 By  /s/ David S. Weiss
    ----------------------------        -----------------------------------
     Name: John Kelton                  David S. Weiss
     Title: Secretary                   Executive Vice President



Attest:                             FIRST CHICAGO TRUST COMPANY
                                    OF NEW YORK


By /s/ James Kuzmich               By  /s/ Edward J. Burnett
   ---------------------------        -------------------------------------
   Name: James Kuzmich                Name: Edward J. Burnett
   Title: C.F.O.                      Title: A.V.P.




                                      -63-



                                                                       EXHIBIT A


                                      FORM

                                       of

                           CERTIFICATE OF DESIGNATIONS

                                       of

                  SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                             BEAZER HOMES USA, INC.

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

                                 --------------

          Beazer Homes USA, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (hereinafter called the
"CORPORATION"), hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation as required by Section 151 of the
General Corporation Law at a meeting duly called and held on June 11, 1996:

          RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Corporation (hereinafter called the "BOARD OF
DIRECTORS" or the "BOARD") in accordance with the provisions of the Certificate
of Incorporation, the Board of Directors hereby creates a series of Preferred
Stock, par value $0.01 per share (the "PREFERRED STOCK"), of the Corporation and
hereby states the designation and number of shares, and fixes the relative
rights, preferences, and limitations thereof as follows:

          Series B Junior Participating Preferred Stock:

          Section 1.  DESIGNATION AND AMOUNT.  The shares of such series shall
be designated as "SERIES B JUNIOR PARTICIPATING PREFERRED STOCK" (the "SERIES B
PREFERRED STOCK") and the number of shares constituting the Series B Preferred
Stock shall be 300,000.  Such number of shares may be increased or decreased by
resolution of the Board of Directors; PROVIDED that no decrease shall reduce the
number of shares of Series B Preferred Stock to


                                      A-1



a number less than the number of shares then outstanding plus the number of 
shares reserved  for issuance upon the exercise of outstanding options, 
rights or warrants or upon the conversion of any outstanding securities 
issued by the Corporation convertible into Series B Preferred Stock.

          Section 2.  DIVIDENDS AND DISTRIBUTIONS.

         (A)  Subject to the rights of the holders of any shares of any series
    of Preferred Stock (or any similar stock) ranking prior and superior to the
    Series B Preferred Stock with respect to dividends, the holders of shares
    of Series B Preferred Stock, in preference to the holders of Common Stock,
    par value $0.01 per share (the "COMMON STOCK"), of the Corporation, and of
    any other junior stock, shall be entitled to receive, when, as and if
    declared by the Board of Directors out of funds legally available for the
    purpose, quarterly dividends payable in cash on the first day of March,
    June, September and December in each year (each such date being referred to
    herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first
    Quarterly Dividend Payment Date after the first issuance of a share or
    fraction of a share of Series B Preferred Stock, in an amount per share
    (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject
    to the provision for adjustment hereinafter set forth, 100 times the
    aggregate per share amount of all cash dividends, and 100 times the
    aggregate per share amount (payable in kind) of all non-cash dividends or
    other distributions, other than a dividend payable in shares of Common
    Stock or a subdivision of the outstanding shares of Common Stock (by
    reclassification or otherwise), declared on the Common Stock since the
    immediately preceding Quarterly Dividend Payment Date or, with respect to
    the first Quarterly Dividend Payment Date, since the first issuance of any
    share or fraction of a share of Series B Preferred Stock.  In the event the
    Corporation shall at any time declare or pay any dividend on the Common
    Stock payable in shares of Common Stock, or effect a subdivision or
    combination or consolidation of the outstanding shares of Common Stock (by
    reclassification or otherwise than by payment of a dividend in shares of
    Common Stock) into a greater or lesser number of shares of Common Stock,
    then in each such case the amount to which holders of shares of Series B
    Preferred Stock were entitled immediately prior to such event under clause
    (b) of the preceding sentence shall be adjusted by multiplying such amount
    by a fraction, the numerator of which is the number of shares of Common
    Stock outstanding immediately after such event and the denominator of which
    is the number of shares of Common Stock that were outstanding immediately
    prior to such event.


                                      A-2



         (B)  The Corporation shall declare a dividend or distribution on the
    Series B Preferred Stock as provided in paragraph (A) of this Section
    immediately after it declares a dividend or distribution on the Common
    Stock (other than a dividend payable in shares of Common Stock); provided
    that, in the event no dividend or distribution shall have been declared on
    the Common Stock during the period between any Quarterly Dividend Payment
    Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
    $1 per share on the Series B Preferred Stock shall nevertheless be payable
    on such subsequent Quarterly Dividend Payment Date.

         (C)  Dividends shall begin to accrue and be cumulative on outstanding
    shares of Series B Preferred Stock from the Quarterly Dividend Payment Date
    next preceding the date of issue of such shares, unless the date of issue
    of such shares is prior to the record date for the first Quarterly Dividend
    Payment Date, in which case dividends on such shares shall begin to accrue
    from the date of issue of such shares, or unless the date of issue is a
    Quarterly Dividend Payment Date or is a date after the record date for the
    determination of holders of shares of Series B Preferred Stock entitled to
    receive a quarterly dividend and before such Quarterly Dividend Payment
    Date, in either of which events such dividends shall begin to accrue and be
    cumulative from such Quarterly Dividend Payment Date.  Accrued but unpaid
    dividends shall not bear interest.  Dividends paid on the shares of Series
    B Preferred Stock in an amount less than the total amount of such dividends
    at the time accrued and payable on such shares shall be allocated PRO RATA
    on a share-by-share basis among all such shares at the time outstanding. 
    The Board of Directors may fix a record date for the determination of
    holders of shares of Series B Preferred Stock entitled to receive payment
    of a dividend or distribution declared thereon, which record date shall be
    not more than 60 days prior to the date fixed for the payment thereof.

         Section 3.  VOTING RIGHTS.  The holders of shares of Series B
Preferred Stock shall have the following voting rights:

         (A)  Subject to the provision for adjustment hereinafter set forth,
    each share of Series B Preferred Stock shall entitle the holder thereof to
    100 votes on all matters submitted to a vote of the stockholders of the
    Corporation.  In the event the Corporation shall at any time declare or pay
    any dividend on the Common Stock payable in shares of Common Stock, or
    effect a subdivision or combination or consolidation of the outstanding 
    shares of Common Stock (by reclassification or otherwise than by payment of
    a dividend


                                      A-3



    in shares of Common Stock) into a greater or lesser number of shares of 
    Common Stock, then in each such case the number of votes per share to 
    which holders of shares of Series B Preferred Stock were entitled
    immediately prior to such event shall be adjusted by multiplying such
    number by a fraction, the numerator of which is the number of shares of
    Common Stock outstanding immediately after such event and the denominator
    of which is the number of shares of Common Stock that were outstanding
    immediately prior to such event.

        (B)  Except as otherwise provided herein, in any other Certificate of
    Designations creating a series of Preferred Stock or any similar stock, or
    by law, the holders of shares of Series B Preferred Stock and the holders
    of shares of Common Stock and any other capital stock of the Corporation
    having general voting rights shall vote together as one class on all
    matters submitted to a vote of stockholders of the Corporation.

         (C)  Except as set forth herein, or as otherwise provided by law,
    holders of Series B Preferred Stock shall have no special voting rights and
    their consent shall not be required (except to the extent they are entitled
    to vote with holders of Common Stock as set forth herein) for taking any
    corporate action.

         Section 4.  CERTAIN RESTRICTIONS.

         (A)  Whenever quarterly dividends or other dividends or distributions
    payable on the Series B Preferred Stock as provided in Section 2 are in
    arrears, thereafter and until all accrued and unpaid dividends and
    distributions, whether or not declared, on shares of Series B Preferred
    Stock outstanding shall have been paid in full, the Corporation shall not:

              (i)  declare or pay dividends, or make any other distributions, 
         on any shares of stock ranking junior (either as to dividends or upon
         liquidation, dissolution or winding up) to the Series B Preferred 
         Stock;

              (ii) declare or pay dividends, or make any other distributions, 
         on any shares of stock ranking on a parity (either as to dividends or
         upon liquidation, dissolution or winding up) with the Series B 
         Preferred Stock, except dividends paid ratably on the Series B 
         Preferred Stock and all such parity stock on which dividends are 
         payable or in arrears in  proportion to the total


                                     A-4



         amounts to which the holders of all such shares are then entitled;

              (iii)     redeem or purchase or otherwise acquire for 
         consideration shares of any stock ranking junior (either as to 
         dividends or upon liquidation, dissolution or winding up) to the Series
         B Preferred Stock, provided that the Corporation may at any time 
         redeem, purchase or otherwise acquire shares of any such junior stock
         in exchange for shares of any stock of the Corporation ranking
         junior (either as to dividends or upon dissolution, liquidation or
         winding up) to the Series B Preferred Stock; or

              (iv) redeem or purchase or otherwise acquire for consideration 
         any shares of Series B Preferred Stock, or any shares of stock 
         ranking on a parity with the Series B Preferred Stock, except in 
         accordance with a purchase offer made in writing or by publication (as
         determined by the Board of Directors) to all holders of such shares 
         upon such terms as the Board of Directors, after consideration of the 
         respective annual dividend rates and other relative rights and  
         preferences of the respective series and classes, shall determine in 
         good faith will result in fair and equitable treatment among the 
         respective series or classes.

         (B)  The Corporation shall not permit any subsidiary of the
    Corporation to purchase or otherwise acquire for consideration any shares
    of stock of the Corporation unless the Corporation could, under paragraph
    (A) of this Section 4, purchase or otherwise acquire such shares at such
    time and in such manner.

         Section 5.  REACQUIRED SHARES.  Any shares of Series B Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof.  All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.

         Section 6.  LIQUIDATION, DISSOLUTION OR WINDING UP.  Upon any
liquidation, dissolution or winding up of the


                                      A-5



Corporation, no distribution shall be made (1) to the holders of shares of 
stock ranking junior (either as to dividends or upon liquidation, dissolution 
or winding up) to the Series B Preferred Stock unless, prior thereto, the 
holders of shares of Series B Preferred Stock shall have received $100 per 
share, plus an amount equal to accrued and unpaid dividends and distributions 
thereon, whether or not declared, to the date of such payment, provided that 
the holders of shares of Series B Preferred Stock shall be entitled to 
receive an aggregate amount per share, subject to the provision for 
adjustment hereinafter set forth, equal to 100 times the aggregate amount to 
be distributed per share to holders of shares of Common Stock, or (2) to the 
holders of shares of stock ranking on a parity (either as to dividends or 
upon liquidation, dissolution or winding up) with the Series B Preferred 
Stock, except distributions made ratably on the Series B Preferred Stock and 
all such parity stock in proportion to the total amounts to which the holders 
of all such shares are entitled upon such liquidation, dissolution or winding 
up.  In the event the Corporation shall at any time declare or pay any 
dividend on the Common Stock payable in shares of Common Stock, or effect a 
subdivision or combination or consolidation of the outstanding shares of 
Common Stock (by reclassification or otherwise than by payment of a dividend 
in shares of Common Stock) into a greater or lesser number of shares of 
Common Stock, then in each such case the aggregate amount to which holders of 
shares of Series B Preferred Stock were entitled immediately prior to such 
event under the proviso in clause (1) of the preceding sentence shall be 
adjusted by multiplying such amount by a fraction the numerator of which is 
the number of shares of Common Stock outstanding immediately after such event 
and the denominator of which is the number of shares of Common Stock that 
were outstanding immediately prior to such event.

         Section 7.  CONSOLIDATION, MERGER, ETC.  In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series B Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged. 
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of


                                      A-6



Common Stock, or effect a subdivision or combination or consolidation of the 
outstanding shares of Common Stock (by reclassification or otherwise than by 
payment of a dividend in shares of Common Stock) into a greater or lesser 
number of shares of Common Stock, then in each such case the amount set forth 
in the preceding sentence with respect to the exchange or change of shares of 
Series B  Preferred Stock shall be adjusted by multiplying such amount by a 
fraction, the numerator of which is the number of shares of Common Stock 
outstanding immediately after such event and the denominator of which is the 
number of shares of Common Stock that were outstanding immediately prior to 
such event.

         Section 8.  NO REDEMPTION.  The shares of Series B Preferred Stock
shall not be redeemable.

         Section 9.  RANK.  The Series B Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of assets, junior to
all series of any other class of the Corporation's Preferred Stock.

         Section 10.  AMENDMENT.  The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series B Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series B Preferred Stock, voting
together as a single class.

         IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Corporation by its Executive Vice President this 21st day of June,
1996.



                                       ---------------------------------------
                                       Executive Vice President


                                      A-7



                                                                       EXHIBIT B


                            Form of Right Certificate


Certificate No. R-                                                 Rights ______



          NOT EXERCISABLE AFTER JUNE 24, 2006 OR EARLIER IF REDEMPTION
          OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT
          $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE
          RIGHTS AGREEMENT.

                                Right Certificate

                             BEAZER HOMES USA, INC.


          This certifies that                     , or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement, dated as of June 21, 1996 (the "RIGHTS AGREEMENT"),
between Beazer Homes USA, Inc., a Delaware corporation (the "COMPANY"), and
First Chicago Trust Company of New York (the "RIGHTS AGENT"), to purchase from
the Company at any time after the Distribution Date (as such term is defined in
the Rights Agreement) and prior to 5:00 P.M., New York, time, on June 24, 2006
at the principal office of the Rights Agent, or at the office of its successor
as Rights Agent, one hundredth of a fully paid non-assessable share of Series B
Junior Participating Preferred Stock, par value $0.01 per share (the "PREFERRED
SHARES"), of the Company, at a purchase price of $80.00 per one hundredth of a
Preferred Share (the "PURCHASE PRICE"), upon presentation and surrender of this
Right Certificate with the Form of Election to Purchase duly executed.  The
number of Rights evidenced by this Right Certificate (and the number of one
hundredths of a Preferred Share which may be purchased upon exercise hereof) set
forth above, and the Purchase Price set forth above, are the number and Purchase
Price as of June 24, 1996, based on the Preferred Shares as constituted at such
date.  As provided in the Rights Agreement, the Purchase Price and the number of
one hundredths of a Preferred Share which may be purchased upon the exercise of
the Rights evidenced by this Right Certificate are subject 


                                      B-1



to modification and adjustment upon the happening of certain events.

         This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement,  which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates.  Copies of
the Rights Agreement are on file at the principal executive offices of the
Company and the offices of the Rights Agent.

         This Right Certificate, with or without other Right Certificates, upon
surrender at the principal office of the Rights Agent, may be exchanged for
another Right Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like aggregate number of
Preferred Shares as the Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to purchase.  If this
Right Certificate shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Right Certificate or Right Certificates
for the number of whole Rights not exercised.

         Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate (i) may be redeemed by the Company at a redemption
price of $.01 per Right or (ii) may be exchanged, in whole or in part, for
Preferred Shares or shares of the Company's Common Stock, par value $0.01 per
share.

         No fractional Preferred Shares will be issued upon the exercise of any
Right or Rights evidenced hereby (other than fractions which are integral
multiples of one hundredth of a Preferred Share, which may, at the election of
the Company, be evidenced by depositary receipts), but in lieu thereof a cash
payment will be made, as provided in the Rights Agreement.

         No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Preferred
Shares or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder


                                      B-2



of the Company or any right to vote for the election of directors or upon any 
matter submitted to stockholders at any meeting thereof, or to give or 
withhold consent to any corporate action, or to receive notice of meetings or 
other actions affecting stockholders (except as provided in the Rights 
Agreement), or to receive dividends or subscription rights, or otherwise, 
until the Right or Rights evidenced by this Right Certificate shall have been 
exercised as provided in the Rights Agreement.

         This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.


                                      B-3



         WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal.  Dated as of ____________, _____.


ATTEST:                                BEAZER HOMES USA, INC.


                                       By
- ----------------------------------       ------------------------------------
Name:                                    Name:
Title:                                   Title:


Countersigned:

First Chicago Trust Company of New York


By
    ------------------------------                                   
    Name:     
    Title:


                                      B-4



                    Form of Reverse Side of Right Certificate


                               FORM OF ASSIGNMENT


(To be executed by the registered holder if such
    holder desires to transfer the Right Certificate.)


          FOR VALUE RECEIVED _________________________________ hereby sells,
assigns and transfers unto ___________________________________________________
______________________________________________________________________________
                  (Please print name and address of transferee)
______________________________________________________________________________
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint ____________________ Attorney, to
transfer the within Right Certificate on the books of the within-named Company,
with full power of substitution.


Dated: _______________________ , ______
     


                                       -----------------------------------
                                       Signature


Signature Guaranteed:

         Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States.

- -------------------------------------------------------------------------------
         The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).


                                       ----------------------------------------
                                       Signature

- -------------------------------------------------------------------------------



             Form of Reverse Side of Right Certificate -- continued


                          FORM OF ELECTION TO PURCHASE

                  (To be executed if holder desires to exercise
                  Rights represented by the Right Certificate.)


To:  BEAZER HOMES USA, INC.

          The undersigned hereby irrevocably elects to exercise
___________________________ Rights represented by this Right Certificate to
purchase the Preferred Shares issuable upon the exercise of such Rights and
requests that certificates for such Preferred Shares be issued in the name of:

Please insert social security
or other identifying number

- ------------------------------------------------------------------------------- 
                         (Please print name and address)
- ------------------------------------------------------------------------------- 

If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

Please insert social security
or other identifying number

- ------------------------------------------------------------------------------- 
                         (Please print name and address)
- ------------------------------------------------------------------------------- 

Dated: ____________________ , ______


                                       ---------------------------------------- 
                                        Signature


Signature Guaranteed:

         Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States.



             Form of Reverse Side of Right Certificate -- continued

- ------------------------------------------------------------------------------- 
         The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).



                                       ---------------------------------------- 
                                       Signature

- ------------------------------------------------------------------------------- 


                                     NOTICE

         The signature in the Form of Assignment or Form of Election to
Purchase, as the case may be, must conform to the name as written upon the face
of this Right Certificate in every particular, without alteration or enlargement
or any change whatsoever.

         In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Rights evidenced by this Right Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement) and such
Assignment or Election to Purchase will not be honored.



                                                                       EXHIBIT C


                          SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED SHARES



         On June 21, 1996, the Board of Directors of Beazer Homes USA, Inc.
(the "COMPANY") announced a dividend of one preferred share purchase right (a
"RIGHT") for each outstanding share of common stock, par value $0.01 per share
(the "COMMON SHARES"), of the Company.  The dividend is payable immediately
following approval of the rights for listing on the New York Stock Exchange to
the stockholders of record on June 24, 1996 (the "RECORD DATE").  Each Right
entitles the registered holder to purchase from the Company one hundredth of a
share of Series B Junior Participating Preferred Stock, par value $0.01 per
share (the "PREFERRED SHARES"), of the Company at a price of $80.00 per one
hundredth of a Preferred Share (the "PURCHASE PRICE"), subject to adjustment. 
The description and terms of the Rights are set forth in a Rights Agreement (the
"RIGHTS AGREEMENT") between the Company and First Chicago Trust Company of New
York, as Rights Agent (the "RIGHTS AGENT").

         Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"ACQUIRING PERSON") have acquired beneficial ownership of 20% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the outstanding Common Shares
(the earlier of such dates being the "DISTRIBUTION DATE"), the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as
of the record date, by such Common Share certificate with a copy of this summary
of rights attached thereto.

         The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares.  Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share


                                      C-1



certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference.  Until the Distribution Date (or earlier redemption or expiration of
the  Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or a copy of this
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate. 
As soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("RIGHT CERTIFICATES") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution Date.  The
Rights will expire on June 24, 2006 (the "FINAL EXPIRATION DATE"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.

         The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).

         The number of outstanding Rights and the number of one hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.

         Preferred Shares purchasable upon exercise of the Rights will not be
redeemable.  Each Preferred Share will be entitled to a minimum preferential
quarterly dividend


                                      C-2



payment of $1 per share but will be entitled to an aggregate dividend of 100 
times the dividend declared per Common Share.  In the event of liquidation, 
the holders of the Preferred Shares will be entitled to a minimum 
preferential liquidation payment of $100 per share but will be entitled to an 
aggregate payment of 100 times the payment made per Common Share.  Each 
Preferred Share will have 100 votes, voting together with the Common Shares. 
Finally, in the event of any merger, consolidation or other transaction in 
which Common Shares are exchanged, each Preferred Share will be entitled to 
receive 100 times the amount received per Common Share.  These rights are 
protected by customary antidilution provisions.

         Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.

         In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction will have a market value
of two times the exercise price of the Right.  In the event that any person or
group of affiliated or associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.

         At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one Common Share, or
one hundredth of a Preferred Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and privileges),
per Right (subject to adjustment).


                                      C-3



         With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.  No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one hundredth of a  Preferred Share,
which may, at the election of the Company, be evidenced by depositary receipts)
and, in lieu thereof, an adjustment in cash will be made based on the market
price of the Preferred Shares on the last trading day prior to the date of
exercise.

          At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights, in whole but not in part, at a price of $.01 per Right (the "REDEMPTION
PRICE").  The redemption of the Rights may be made effective at such time on
such basis with such conditions as the Board of Directors, in its sole
discretion, may establish.  Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.

         The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to lower certain thresholds described above to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
Common Shares then known to the Company to be beneficially owned by any person
or group of affiliated or associated persons and (ii) 10%, except that from and
after such time as any person or group of affiliated or associated persons
becomes an Acquiring Person no such amendment may adversely affect the interests
of the holders of the Rights.

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.

         A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
June 21, 1996.  A copy of the Rights Agreement is available free of charge from
the Company.  This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is hereby incorporated herein by reference.


                                      C-4






[LOGO]

                                                    PRESS RELEASE
                                            FOR IMMEDIATE RELEASE

        BEAZER HOMES USA, INC. ANNOUNCES AUTHORIZATION OF
           STOCK REPURCHASE PLAN AND DECLARES DIVIDEND
               OF PREFERRED SHARES PURCHASE RIGHTS

     Atlanta, Georgia: June 21, 1996 -- Beazer Homes USA, Inc.
(NYSE:BZH) announced today that its Board of Directors has
authorized a stock repurchase plan and has declared a dividend of
one Preferred Share Purchase Right on each outstanding share of
the Company's common stock.

     Ian J. McCarthy, President and Chief Executive Officer of
Beazer Homes USA, Inc., stated: "The actions announced today
underscore our belief that the true value of the Company is not
reflected in the price of the Company's stock and that steps
should be taken to enable our stockholders to realize the long-
term value of their investment in the Company."

STOCK REPURCHASE PLAN

     Under the stock repurchase plan, the Board of Directors has
authorized the expenditure of Company funds to repurchase an
aggregate of up to 10% of the Company's currently outstanding
common stock. Such repurchases, if completed, would be effected
at various prices from time to time in the open market or
otherwise. The timing of the purchases and the exact number of
shares to be purchased will depend on market conditions.

     Commenting on the repurchase plan, Mr. McCarthy stated:
"The Board of Directors believes that repurchasing our stock is
an attractive investment. The repurchases should enhance the
value of the remaining shares outstanding, and benefit the
Company and our stockholders."

     Mr. McCarthy also pointed out that the Company is in a
strong cash position and that there are no specific plans to
reissue any shares repurchased, although the Company expects to
continue to provide stock incentives to its employees, officers
and directors, and such shares may be used for such purpose.



                               -2-

PREFERRED SHARE PURCHASE RIGHTS

     In commenting on the Preferred Share Purchase Rights, Mr.
McCarthy noted: "The Rights are designed to assure that all of
our stockholders receive fair and equal treatment in the event of
any proposed takeover of the Company and to guard against partial
tender offers, squeezeouts, open market accumulations and other
abusive tactics to gain control of the Company without paying all
stockholders a control premium. The Rights will not prevent a
takeover, but should encourage anyone seeking to acquire the
Company to negotiate with the Board prior to attempting a
takeover."

MECHANICS OF PREFERRED SHARE PURCHASE RIGHTS

     The Rights will be exercisable if a person or group acquires
20% or more of the Company's common stock or announces or
commences a tender offer for 20% or more of the common stock.
Each Right will entitle stockholders to buy one one-hundredth of
a share of a new series of junior participating preferred stock
at an exercise price of $80.

     If a person or group acquires 20% or more of the Company's
outstanding common stock, each Right will entitle its holder
(other than such person or group) to purchase, at the Right's
then-current exercise price, a number of the Company's common
shares having a market value of twice such price. In addition, if
the Company is acquired in a merger or other business combination
transaction after a person has acquired 20% or more of the
Company's outstanding common stock, each right will entitle its
holder to purchase, at the Right's then-current exercise price, a
number of the acquiring company's common shares having a market
value of twice such price.

     Following the acquisition by a person or group of beneficial
ownership of 20% or more of the Company's common stock and prior to
an acquisition of 50% or more of the common stock, the Board of
Directors may exchange the Rights (other than Rights owned by
such person or group), in whole or in part, at an exchange ratio
of one share of common stock (or one one-hundredth of a share of
the new series of junior participating preferred stock) per
Right.

     Prior to the acquisition by a person or group of beneficial
ownership of 20% or more of the Company's common stock, the
Rights are redeemable for one cent per Right at the option of the
Board of Directors.

     The Board of Directors is also authorized to reduce the 20%
threshold referred to above to not less than 10%.

     The dividend distribution will be payable to stockholders of
record on June 24, 1996 and distributed immediately following
listing of the Rights with the New York Stock Exchange. The
Rights will expire ten years from the date of distribution. The
Rights distribution is not taxable to stockholders.




                               -3-

     Beazer Homes USA, Inc., based in Atlanta, Georgia, is the
country's seventh largest single family homebuilder, with
operations in Arizona, California, Florida, Georgia, Nevada,
North Carolina, South Carolina,Tennessee and Texas.

Contact:  David S. Weiss, Executive Vice President and Chief
          Financial Officer (404) 250-3420

Note:     Certain statements in this Press Release are "forward-
          looking statements" within the meaning of the Private 
          Securities Litigation Act of 1995. Such statements involve 
          known and unknown risks, uncertainties and other factors that
          may cause actual results to differ materially. Such risks,
          uncertainties and other factors include, but are not
          limited to, changes in general economic conditions,
          fluctuations in interest rates, increases in raw
          materials and labor costs, levels of competition and
          other factors described in detail in the Company's Form
          10-K for the year ended September 30, 1995.