UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 3 17, 2009

TOUSA, Inc. ~~__________________________________________ (Exact name of registrant as specified in its charter)~~

Delaware	001-32322	76-0460831
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
4000 Hollywood Blvd., Suite 500 N, Hollywood, Florida		33021
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

(Exact name of registrant as specified in its charter)


Delaware	001-32322	76-0460831

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


4000 Hollywood Blvd., Suite 500 N
Hollywood, Florida		33021

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 954-364-4000

Not Applicable

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

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

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

~~Top~~o ofSoliciting material pursuant to Rule 14a-12 under the ~~Form~~ Exchange Act (17 CFR 240.14a-12)

~~Item~~o ~~7.01~~Pre-commencement ~~Regulation~~communications FDpursuant ~~Disclosure~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

Ono ~~February~~Pre-commencement 3,communications ~~2009,~~pursuant ~~TOUSA,~~to ~~Inc.~~Rule ~~made certain operational data for the three~~13e-~~month~~4(c) ~~periods~~under ~~ended March 31, June 30, September 30, and December 31, 2008, with comparable data for~~ the ~~same~~Exchange ~~periods~~Act in(17 ~~2007,~~CFR ~~available on its website~~240. ~~The information is available at www.tousa.com under "Reorganization". TOUSA, Inc. does not undertake any obligations to provide such operational data in the future.~~ 13e-4(c))

~~Top~~Item 8.01. ofOther ~~the Form~~ Events.

On a Current Report on Form 8-K dated December 19, 2008, TOUSA, Inc. (the “Company”) confirmed it was engaged in preliminary discussions regarding a possible transaction with Standard Pacific Corp. (“SPC”), in connection with the pending Chapter 11 case of the Company and certain of its subsidiaries in the United States Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division. The Company confirms that discussions with Standard Pacific Corporation regarding the acquisition of substantially all of the assets of the Company and those subsidiaries have ceased.

Forward-looking Statements

This Current Report on Form 8-K (including the exhibits) may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the intent, belief or current expectations of the Company and its management which are made with words such as “will,” “expect,” “believe,” and similar words. Any such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties that could materially affect actual results such as, but not limited to: (i) the Company’s ability to continue as a going concern; (ii) the ability of the Company to operate pursuant to the terms of its cash collateral order; (iii) the Company’s ability to obtain court approval with respect to motions in the Chapter 11 proceeding; (iv) the ability of the Company to develop, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 proceeding; (v) risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the cases to Chapter 7 cases; (vi) the ability of the Company to obtain and maintain normal terms with vendors and service providers; (vii) the Company’s ability to maintain contracts that are critical to its operations; (viii) the potential adverse impact of the Chapter 11 cases on the Company’s liquidity or results of operations; (ix) the ability of the Company to fund and execute its business plan;(x) the ability of the Company to attract, motivate and/or retain key executives and employees; (xi) the ability of the Company to attract and retain homebuyers and land purchasers; and (xii) other risks and factors regarding the Company and the home building industry identified from time-to-time in the Company’s reports filed with the SEC, including the risk factors identified in its Annual Report on Form 10-K for the year ended December 31,2007 and in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, which can be found on the Company’s website at www.tousa.com. All information set forth herein is as of today’s date, and the Company undertakes no duty to update this information.

SIGNATURES

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

	TOUSA, Inc.	~~TOUSA, Inc.~~
February 3, 2009		By:		/s/ Angela Valdes
February 19, 2009	By:	/s/ Paul Berkowitz
				Name: Angela Valdes
		Name:	Paul Berkowitz
				Title: Vice-President and Chief Accounting Officer
		Title:	Executive Vice President

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