Mail Stop 4561

      April 26, 2006



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

Re:	Affordable Residential Communities, Inc.
Amendment No. 1 to Registration Statement on Form S-11
      Filed April 25, 2006
      File No. 333-129254


Dear Mr. Kreider:

      We have reviewed your first response letter dated April 25,
2006 and have the following additional comment.  Where indicated,
we
think you should revise your document in response to this comment.
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 our comment, 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.

Form S-11

Financial Statements

Senior Exchangeable Notes Due 2025

1. We note your response to prior comments 1 and 2.  Please revise
your notes to the financial statements within an amended filing on
Form S-11 to disclose the terms of your liquidated damages
provision
and the total maximum amount of cash payments that could be
payable
under this provision.  Reference is made to paragraph 4 of SFAS
129.
Additionally, advise us how you have accounted for the liquidating
damages provision within your financial statements and give
consideration to disclosing the same within your filing.
	As appropriate, please amend your registration statement in
response to this comment.  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 response to our
comment 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 response to our comment.

	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.

      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



Mr. Lawrence Kreider
Affordable Residential Communities, Inc.
April 26, 2006
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