FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MASUDA KELLY

(Last)(First)(Middle)
10990 WILSHIRE BOULEVARD, 7TH FLOOR

(Street)
LOS ANGELESCA90024

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
KB HOME [KBH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeVAmount(A) or (D)Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Appreciation Rights $ 28.1 10/02/2008(1) A  24,590   (1)10/04/2017 Common Stock 24,590 $ 0 24,590 D  
Phantom Share (2) 10/02/2008(2) A  7,118  10/04/200810/04/2010 Common Stock 7,118 $ 0 7,118 D  
Stock Appreciation Rights $ 19.9 10/02/2008 A  51,148   (3)10/02/2018 Common Stock 51,148 $ 0 51,148 D  
Phantom Share (4) 10/02/2008 A  5,654  10/03/201110/03/2011 Common Stock 5,654 $ 0 5,654 D  
Explanation of Responses:
1. On October 4, 2007, the reporting person was granted Stock Appreciation Rights that, subject to the achievement of a performance goal, vest in three equal annual installments beginning on October 4, 2008, and will be paid out in cash upon exercise. On October 2, 2008, in accordance with the terms of the grant, the Management Development and Compensation Committee of the issuer's Board of Directors determined that the applicable performance goal had been achieved.
2. On October 4, 2007, the reporting person was granted Phantom Shares that, subject to the achievement of a performance goal, vests in full three years after date of grant. On October 2, 2008, in accordance with the terms of the grant, the Management Development and Compensation Committee of the issuer's Board of Directors determined that the applicable performance goal had been achieved. At vesting, each Phantom Share will be paid out in cash.
3. The Stock Appreciation Rights vest in three equal annual installments beginning on October 2, 2009, and will be paid out in cash upon exercise.
4. Each Phantom Share is the economic equivalent of one share of KB Home common stock and vests in full three years after date of grant. At vesting, each Phantom Share will be paid out in cash.
 
Remarks:
Exhibit List:
Exhibit 24 - Power of Attorney
/s/ Tony Richelieu, Attorney-in-Fact for Kelly Masuda10/06/2008
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-24

Exhibit 24
Exhibit 24
POWER OF ATTORNEY
I, Kelly Masuda, do hereby constitute and appoint each of Wendy C. Shiba, Tony Richelieu and David B. Simons, signing singly, as my true and lawful attorney-in-fact, with full power of substitution for each of them in any and all capacities, with all power and authority:
  (1)   to prepare, execute and submit (a) to the United States Securities and Exchange Commission (the “Commission”) in my name and on my behalf all Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules promulgated thereunder, and (b) in my name and on my behalf any other forms, documents or reports (collectively, “Reports”) that I may be required to submit to the Commission or other government authority as a result of my holdings of or transactions in securities of KB HOME; and
 
  (2)   to do and perform any acts of any type whatsoever which, in the opinion of such attorney-in-fact, may be necessary or desirable in the exercise of any of the rights and powers granted hereunder; it being understood that any Forms 3, 4 and 5 and any Reports prepared, executed or submitted by such attorney-in-fact pursuant to and in accordance with this Power of Attorney shall be in such form and shall contain such terms as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
I hereby ratify and confirm all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done pursuant to and in accordance with this Power of Attorney and the rights and powers granted hereunder. I acknowledge that each such attorney-in-fact, in serving in such capacity at my request, is not assuming, nor is KB HOME assuming, any of my responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or any laws or regulations applicable to Reports.
This Power of Attorney shall continue in full force and effect for so long as I am required to submit Forms 3, 4 or 5 or Reports with respect to my holdings of or transactions in securities of KB HOME, unless earlier revoked by me in a signed writing delivered to any attorney-in-fact designated hereunder (or a successor).
IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed and become effective as of the date set forth below.
     
/s/ Kelly Masuda      
   
Kelly Masuda
   
Dated: May 8, 2008

 

 




 
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