| December 5, 2006 |
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attn: Elaine Wolff, Branch Chief
Ladies and Gentlemen:
On behalf of our client, Affordable Residential Communities Inc., a Maryland corporation (the "Company"), we are submitting this letter in response to the written comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission"), dated October 26, 2006 (the "Comment Letter"), with respect to the Company's Registration Statement on Form S-3 filed with the Commission on October 17, 2006 (SEC File No. 333-138050) (the "Registration Statement").
Set forth below are the headings and text of the comments raised in the Comment Letter, followed by the Company's responses thereto.
Page references contained in this response are to Amendment No. 1 to the Registration Statement ("Amendment No. 1"), which is being filed simultaneously with this response.
Item 17. Undertakings, page II-5
In response to the Staff's comment, the Company has revised pages II-5 and II-6 of Amendment No. 1.
If you have any questions regarding the foregoing, please contact the undersigned at (202) 371-7352 (phone) or (202) 661-0552 (fax).
Very truly yours, | |||
/s/ DANIEL I. FISHER | |||
Daniel I. Fisher | |||
