Mail Stop 4561

      November 21, 2005



Mr. Lawrence Kreider
Chief Financial Officer
Affordable Residential Communities, Inc.
600 Grant Street, Suite 900
Denver, CO  80203

Re:	Affordable Residential Communities, Inc.
Registration Statement on Form S-11
      Filed October 26, 2005
      File No. 333-129254


Dear Mr. Kreider:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-11

Risk Factors, page 33
1. We note that your risk related to the accounting treatment for
certain conversion features of the Senior Exchangeable Notes Due
2025
does not appear to be consistent with the accounting method that
you
have adopted during the quarterly period ended September 30, 2005.
Please advise or revise.

Form 10-Q for the Quarterly Period Ended September 30, 2005

Senior Exchangeable Notes Due 2025, page 21
2. We note your position that your exchangeable notes are scoped
out
of SFAS 133 under paragraph 11a because you believe that the
conversion feature would be classified in stockholders` equity if
it
were a freestanding derivative.  Please provide us with an
analysis,
in sufficient detail, of how the provisions of your note and
indenture agreements meet all the requirements of paragraphs 12
through 32 of EITF 00-19 in determining that equity classification
is
appropriate.

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Howard Efron, Staff Accountant, at (202) 551-
3439 or me at (202) 551-3403 if you have questions regarding
comments
on the financial statements and related matters.  Please contact
Elaine Wolff, legal Branch Chief, with any other questions at
(202)
551-3495.


								Sincerely,



      Steven Jacobs
      Branch Chief



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Mr. Lawrence Kreider
Affordable Residential Communities, Inc.
November 21, 2005
Page 3