Securities Act of 1933
Form S-8

March 12, 2007

Response of the Office of Chief Counsel
Division of Corporation Finance

You have asked the Division's views concerning General Instruction A.1(a)(5) of Form S-8. This General Instruction makes Form S-8 available for the exercise of employee benefit plan options and the subsequent resale of the underlying securities by an employee's family member (as defined) who has acquired the options from the employee through a gift or a domestic relations order.

For purposes of General Instruction A.1(a)(5) of Form S-8, the Division is of the view that the term "option" includes a stock appreciation right that may be settled in equity securities of the registrant. In reaching this conclusion, we note particularly that the stock settlement of a stock appreciation right is economically equivalent to the cashless exercise of an option for the same number of shares.

This interpretive response is limited to stock appreciation rights that may be settled in equity securities of the registrant. This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2007/beazerhomesusa031207-s-8.htm