As filed with the Securities and Exchange
Commission on September 13, 1996
Registration No. 333-
________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________

FORM S-8
(Including registration of shares for resale by means of a Form S-3 Prospectus)

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________

SUN COMMUNITIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENT)

MARYLAND 38-2730780
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer
Organization) Identification No.)

_______________________________________

31700 MIDDLEBELT ROAD
SUITE 145
FARMINGTON HILLS, MICHIGAN 48334
(Address of Principal Executive Offices)

________________________________________________________

AMENDED AND RESTATED 1993 STOCK OPTION PLAN
AMENDED AND RESTATED 1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
________________________________________________________

GARY A. SHIFFMAN
PRESIDENT
SUN COMMUNITIES, INC.
31700 MIDDLEBELT ROAD
SUITE 145
FARMINGTON HILLS, MICHIGAN 48334
(810) 932-3100
(Name, Address, and Telephone Number, Including Area Code, of Agent for
Service)

Copies of all correspondence to:

JEFFREY M. WEISS, ESQ.
JAFFE, RAITT, HEUER & WEISS, P.C.
ONE WOODWARD AVENUE
SUITE 2400
DETROIT, MICHIGAN 48226

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as possible after the effective date of this Registration Statement and
from time to time thereafter as determined by market conditions.

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. __X__

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ______

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ______

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ______.
_______________

CALCULATION OF REGISTRATION FEE

Proposed
Title of Securities Amount to be Proposed Maximum Maximum Aggregate Amount of
to be Registered Registered(1) Offering Price Per Share Offering Price Registration Fee
------------------- ------------- ------------------------ ----------------- ----------------

Common Stock, par value $.01 per share:
To be issued under 1993 Stock
Option Plan . . . . . . . . . . . . . . 1,005,766 shares (2) $25.19 $25,335,245.54 $8,737
Issued under 1993 Stock Option Plan . . 355,747 shares (3) $28.31 $10,071,197.57 $3,473

To be issued under 1993 Non-Employee
Director Stock Option Plan . . . . . 97,334 shares (4) $27.65 $2,691,285.10 $929
Issued under 1993 Non-Employee
Director Stock Option Plan . . . . . 2,666 shares (5) $28.31 $75,474.46 $27
TOTAL 1,461,513 shares $38,173,202.67 $13,166

(1) Includes an indeterminate number of shares of Common Stock that may be
issued by reason of stock splits, stock dividends or other similar
transactions. For the sole purpose of calculating the registration
fee, the number of shares to be registered under this Registration
Statement has been broken down into four sub-totals.

(2) Computed in accordance with Rules 457(h) and 457(c) under the
Securities Act of 1933. Such computation is based on the weighted
average exercise price of $20.65 per share covering 409,750
outstanding options and the estimated exercise price of $28.31 per
share covering 596,016 authorized but unissued shares. The estimated
exercise price of $28.31 per share was computed in accordance with
Rule 457 by averaging the high and low prices of a share of Common
Stock as reported by the New York Stock Exchange on September 6, 1996.

(3) Computed in accordance with Rule 457(c) under the Securities Act of
1933.

(4) Computed in accordance with Rules 457(h) and 457(c) under the
Securities Act of 1933. Such computation is based on the weighted
average exercise price of $21.75 per share covering 9,834 outstanding
options and the estimated exercise price of $28.31 per share covering
87,500 authorized but unissued shares. The estimated exercise price
of $28.31 per share was computed in accordance with Rule 457 by
averaging the high and low prices of a share of Common Stock as
reported by the New York Stock Exchange on September 6, 1996.

(5) Computed in accordance with Rule 457(c) under the Securities Act of
1933.

EXPLANATORY NOTE

This Registration Statement contains two parts. The first part
contains a Reoffer Prospectus ("Prospectus") prepared in accordance with the
requirements of Part I of Form S-3 (in accordance with Section C of the General
Instructions to Form S-8) which covers reoffers and resales by "affiliates" (as
that term is defined in Rule 405 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the "Securities Act")), of shares of Common
Stock, $.01 par value per share ("Common Stock"), of Sun Communities, Inc. (the
"Company") which will be or have been issued to directors and key employees or
consultants pursuant to the exercise of options granted to employees,
consultants and/or directors pursuant to the Sun Communities, Inc. Amended and
Restated 1993 Stock Option Plan (the "Employee Option Plan") and/or the Sun
Communities, Inc. Amended and Restated 1993 Non-Employee Director Stock Option
Plan (the "Director Option Plan" and together with the Employee Option Plan,
the "Plans"). The Form S-3 Prospectus filed herewith may be utilized for
reofferings and resales of registered shares of Common Stock which may be
issued in the future upon the exercise of options granted under the Plans. The
second part of this Registration Statement contains "Information Required in
the Registration Statement" pursuant to Part II of Form S-8. Pursuant to the
Note to Part I of Form S-8, the information with respect to the Plans
specified by Part I is not filed with the Securities and Exchange Commission
(the "Commission"), but a document containing such information has been sent
or given to each person eligible to participate in each of the Plans as
specified by Rule 428(b)(1) under the Securities Act.
4

Reoffer Prospectus dated September 13, 1996

PROSPECTUS

SUN COMMUNITIES, INC.

620,747 SHARES

COMMON STOCK

This Reoffer Prospectus (this "Prospectus") is being used in
connection with the offering from time to time by certain stockholders (the
"Selling Stockholders") of Sun Communities, Inc. (the "Company"), of shares of
Common Stock, par value $.01 per share ("Common Stock"), of the Company which
have been or may be acquired upon the exercise of stock options granted
pursuant to the Sun Communities, Inc. Amended and Restated 1993 Stock Option
Plan (the "Employee Option Plan") and/or the Sun Communities, Inc. Amended and
Restated 1993 Non-Employee Director Stock Option Plan (the "Director Option
Plan" and together with the Employee Option Plan, the "Plans"). Options or
shares of Common Stock may be issued under either of the Plans in amounts and
to persons not presently known by the Company; when known, such persons, their
holdings of Common Stock and certain other information may be included in a
subsequent version of this Prospectus. The Company will receive no proceeds
from the sale by the Selling Stockholders of the shares of Common Stock.

The Common Stock issued or issuable upon exercise of the options
covered by the Plans (collectively, the "Shares") may be sold from time to time
by the Selling Stockholders or by pledgees, donees, transferees or other
successors in interest. Such sales may be made on the New York Stock Exchange
(the "NYSE") at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. All discounts,
commissions or fees incurred in connection with the sale of the Shares offered
hereby will be paid by the Selling Stockholders or by the purchasers of the
Shares, except that the expenses of preparing and filing this Prospectus and
the related Registration Statement with the Securities and Exchange Commission
(the "Commission"), and of registering or qualifying the Shares, will be paid
by the Company.

The Selling Stockholders and any broker executing selling orders on
behalf of the Selling Stockholders may be deemed to be an "underwriter" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"),
in which event any commission received by such broker may be deemed to be
underwriting commissions under the Securities Act.

The Shares are listed on the NYSE under the symbol "SUI." The closing
price of the Shares as reported on the NYSE on September 6, 1996 was $28.375.

SEE "RISK FACTORS" ON PAGE 4 FOR CERTAIN FACTORS RELATING TO AN INVESTMENT IN
THE SHARES
______________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE
CONTRARY IS A
CRIMINAL OFFENSE.
______________________________________

The date of this Prospectus is September 13, 1996.
5

No person is authorized to give any information or to make any
representation, other than as contained herein, in connection with the offering
described in this Prospectus, and any information or representation not
contained herein must not be relied upon as having been authorized by the
Company or the Selling Stockholders. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities offered
hereby in any jurisdiction in which it is unlawful or to any person to whom it
is not lawful to make any such offer or solicitation. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any circumstances
create any implication that information herein is correct as of any time
subsequent to the date hereof.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files, reports and other information with the Commission.
Such reports, proxy statements and other information can be inspected at the
Public Reference Section maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and the following regional offices of the
Commission: 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511
and Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of
such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, the Company's Common Stock is listed on the New York Stock
Exchange and such reports, proxy statements and other information concerning
the Company can be inspected at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.

The Company has filed with the Commission a registration statement on
Form S-8 (the "Registration Statement"), of which this Prospectus is a part,
under the Securities Act with respect to the Common Stock offered hereby.
This Prospectus does not contain portions of the information set forth
in the Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. Statements contained
in this Prospectus as to the contents of any contract or other documents are
not necessarily complete, and in each instance, reference is made to the copy
of such contract or documents filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference and the exhibits and schedules thereto. For further information
regarding the Company and the Securities, reference is hereby made to the
Registration Statement and such exhibits and schedules which may be obtained
from the Commission at its principal office in Washington, D.C. upon payment of
the fees prescribed by the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The documents listed below have been filed by the Company under the
Exchange Act with the Commission and are incorporated herein by reference.

1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995, filed with the Commission on March 18,
1996, as amended by Form 10-K/A, filed with the Commission on
April 18, 1996, and as amended by Form 10-K/A, filed with the
Commission on May 3, 1996.

2. The Company's current report on Form 8-K dated March 20, 1996
and filed with the Commission on March 26, 1996.

3. The Company's current report on Form 8-K dated April 2, 1996
and filed with the Commission on April 4, 1996.

- 2 -
6

4. The Company's current report on Form 8-K dated April 24, 1996
and filed with the Commission on April 29, 1996.

5. The Company's current report on Form 8-K dated May 1, 1996 and
filed with the Commission on May 3, 1996.

6. The Company's current report on Form 8-K dated August 20, 1996
and filed with the Commission on August 22, 1996.

7. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996, filed with the Commission on May 3,
1996.

8. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996, filed with the Commission on August 14,
1996.

9. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A dated November 23, 1993,
No. 1-12616.

All documents filed subsequent to the date of this Prospectus pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to
termination of the offering of all Securities to which this Prospectus relates
shall be deemed to be incorporated by reference in this Prospectus and shall be
part hereof from the date of filing of such document.

Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus (in the case of a statement in a previously filed
document incorporated or deemed to be incorporated by reference herein), in any
accompanying Prospectus Supplement relating to a specific offering of
Securities or in any other subsequently filed document that is also
incorporated or deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus or any accompanying Prospectus Supplement. Subject to the
foregoing, all information appearing in this Prospectus and each accompanying
Prospectus Supplement is qualified in its entirety by the information appearing
in the documents incorporated by reference.

The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon their
written or oral request, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference in such documents).
Written requests for such copies should be addressed to Jeffrey P. Jorissen,
the Company's Senior Vice President and Chief Financial Officer at 31700
Middlebelt Road, Suite 145, Farmington Hills, Michigan 48334, telephone number
(810) 932-3100.

As used herein, the term "Company" includes Sun Communities, Inc., a
Maryland corporation, and one or more of its subsidiaries (including Sun
Communities Operating Partnership (the "Operating Partnership"), Sun
Communities Finance Limited Partnership (the "Financing Partnership"), Sun Home
Services, Inc., and Sun Management, Inc.).

THE COMPANY

The Company owns and operates manufactured housing communities
concentrated in the midwestern and southeastern United States. The Company is
a fully integrated real estate company which, together with its affiliates and
predecessors, has been in the business of acquiring, operating, and expanding

- 3 -
7

manufactured housing communities since 1975. As of August 1, 1996, the Company
owned and managed a portfolio of 79 manufactured housing community properties
(the "Properties") located in twelve states and Canada containing an aggregate
of approximately 28,600 developed sites and approximately 2,900 potential
expansion sites. Consistent with the Company's strategy of growth through
acquisitions, the Company has acquired 48 of the Properties since its initial
public offering in December 1993. The Company believes that it is the largest
United States owner of manufactured housing communities in the United States
(by number of communities).

The Company is the sole general partner of, and, as of August 1, 1996,
held approximately 89% of the interests in, the Operating Partnership.
Substantially all of the Company's assets are held by or through the Operating
Partnership. The ownership and management of the Properties is allocated among
the Subsidiaries; however, subject to the tax and other risks discussed in the
section entitled "Risk Factors": (i) the Company controls the management of all
the Properties either directly or through a management contract with Sun
Management, Inc., a Michigan corporation ("Sun Management") cancelable upon 30
days written notice; and (ii) stockholders in the Company achieve substantially
the same economic benefits as direct ownership, operation, and management of
the Properties, except that 5% of the cash flow from operating activities of
Sun Home Services, Inc., a Michigan corporation ("Home Services") and Sun
Management (estimated to be an aggregate of no greater than approximately
$2,000 in 1996) will be distributed to Gary A. Shiffman, Milton M. Shiffman
(Gary A. Shiffman and Milton M. Shiffman are sometimes hereinafter collectively
referred to as the "Principals"), and Jeffrey P. Jorissen, each an officer of
the Company, as the holders of all the common stock of Home Services and Sun
Management. There is no assurance that such distributions will not increase in
the future. As sole general partner of the Operating Partnership, the Company
has the exclusive power to manage and conduct the business of the Operating
Partnership, subject to certain limited exceptions.

The Company's executive and principal property management office is
located at 31700 Middlebelt Road, Suite 145, Farmington Hills, Michigan 48334,
and its telephone number is (810) 932-3100. The Company has regional property
management offices in Elkhart, Indiana and Tampa, Florida.

RISK FACTORS

Prospective investors should carefully consider, among other factors,
the matters described below.

CONFLICTS OF INTEREST

Failure to Enforce Terms of Management Contract. Through their
ownership of all of the common stock of Sun Management, the Principals and
Jeffrey P. Jorissen, an officer of the Company (the Principals and Jeffrey P.
Jorissen are sometimes hereinafter collectively referred to as the "Subsidiary
Shareholders") have a 5% interest in Sun Management. Sun Management has
entered into a management contract with the Financing Partnership with respect
to each of the Properties subject to the Mortgage Debt (as defined below),
which was not negotiated on an arm's length basis. The Subsidiary Shareholders
will have a conflict of interest with respect to their obligations as officers
and/or directors of the Company to enforce the terms of the management
contract. The failure to enforce the material terms of this agreement could
have an adverse effect on the Company. The Operating Partnership, on account
of its ownership of the preferred stock of Sun Management, and the Subsidiary
Shareholders, on account of their ownership of the common stock of Sun
Management, are entitled to 95% and 5%, respectively, of cash flow from
operating activities of Sun Management.

Failure to Enforce Terms of Home Services Agreement. Through their
ownership of all of the common stock of Home Services, the Subsidiary
Shareholders have a 5% interest in Home Services. Home Services has entered
into an agreement with the Operating Partnership for sales, brokerage, and
leasing services, which was not negotiated on an arm's length basis. The
Subsidiary Shareholders will have a conflict of interest with respect to their
obligations as officers and/or directors of the Company to enforce

- 4 -
8

the terms of the services agreement. The failure to enforce the material terms
of this agreement could have an adverse effect on the Company. The Operating
Partnership, on account of its ownership of the preferred stock of Home
Services, and the Subsidiary Shareholders, on account of their ownership of the
common stock of Home Services, are entitled to 95% and 5%, respectively, of the
cash flow from operating activities of Home Services.

Tax Consequences Upon Sale of Properties. Prior to the redemption of
partnership interests in the Operating Partnership ("OP Units") for Common
Stock, the Principals will have tax consequences different from those of the
Company and its public stockholders upon the sale of any of the 24 Properties
acquired from partnerships previously affiliated with the Principals (the "Sun
Partnerships") and, therefore, the Principals and the Company, as partners in
the Operating Partnership, may have different objectives regarding the
appropriate pricing and timing of any sale of those Properties. Consequently,
the Principals may influence the Company not to sell those Properties even
though such sale might otherwise be financially advantageous to the Company.

PRINCIPALS' ABILITY TO EXERCISE INFLUENCE

As of August 1, 1996, the Principals owned, in the aggregate,
approximately 5% of the Common Stock (assuming redemption of all outstanding OP
Units) and are exempt from certain limitations on ownership. See "-- Ownership
Limits and Limits on Changes in Control." Accordingly, the Principals will have
substantial influence on the Company and on the outcome of any matters
submitted to the Company's stockholders for approval, which influence might not
be consistent with the interests of other stockholders. In addition, although
there is no current agreement, understanding, or arrangement for the
Principals, as stockholders, to act together on any matter, the Principals
would be in a position to exercise significant influence over the affairs of
the Company if they were to act together in the future.

ADVERSE CONSEQUENCES OF DEBT FINANCING

The Company is subject to the risks normally associated with debt
financing, including the risk that the Company's cash flow will be insufficient
to meet required payments of principal and interest, the risk that existing
indebtedness will not be able to be refinanced, or that the terms of such
refinancing will not be as favorable as the terms of such indebtedness and the
risk that necessary capital expenditures for such purposes as renovations and
other improvements will not be able to be financed on favorable terms or at
all. If a property is mortgaged to secure payment of indebtedness and the
Company is unable to meet mortgage payments, the property could be transferred
to the mortgagee with a consequent loss of income and asset value to the
Company.

As of August 1, 1996, the Financing Partnership had outstanding $30.0
million of indebtedness that is collateralized by mortgage liens on five of the
Properties (the "Mortgage Debt"). If the Company fails to meet its obligations
under the Mortgage Debt, the lender would be entitled to foreclose on all or
some of the Properties securing such debt, which could have a material adverse
effect on the Company and its ability to make expected distributions and could
threaten the continued viability of the Company.

The Company has a one-time right to obtain the release of one Property
from the lien of the Mortgage Debt. In the event the Company desires to obtain
the release of a Property from the lien of such debt, such release may only be
obtained by satisfaction of each of the following: (i) prepayment of such debt
in an amount equal to 125% of the loan amount allocated to the Property being
released; (ii) payment of certain prepayment expenses that may be incurred by
the lender in connection with a partial prepayment of such debt; and (iii)
satisfaction of a specified debt service coverage ratio with respect to the
remaining four Properties not being released. In the event the Company is
unable to obtain the release of a Property from any such lien, it would be
unable to consummate a sale of such Property which might otherwise be in the
best interest of the Company.

- 5 -
9

CHANGES IN INVESTMENT AND FINANCING POLICIES WITHOUT STOCKHOLDER APPROVAL

The investment and financing policies of the Company, and its policies
with respect to certain other activities, including its growth, debt,
capitalization, distributions, REIT status, and operating policies, are
determined by the Board of Directors. Although the Board of Directors has no
present intention to do so, these policies may be amended or revised from time
to time at the discretion of the Board of Directors without notice to or a vote
of the stockholders of the Company. Accordingly, stockholders may not have
control over changes in policies of the Company and changes in the Company's
policies may not fully serve the interests of all stockholders.

DEPENDENCE ON KEY PERSONNEL

The Company is dependent on the efforts of its executive officers,
particularly the Principals. While the Company believes that it could find
replacements for these key personnel, the loss of their services could have a
temporary adverse effect on the operations of the Company. The Company does
not currently maintain or contemplate obtaining any "key-man" life insurance on
the Principals.

OWNERSHIP LIMIT AND LIMITS ON CHANGES IN CONTROL

9.8% Ownership Limit; Inapplicability to Founders. In order to
qualify and maintain its qualification as a REIT, not more than 50% of the
outstanding shares of the capital stock of the Company may be owned, directly
or indirectly, by five or fewer individuals. Thus, ownership of more than 9.8%
of the outstanding shares of Common Stock by any single stockholder has been
restricted, with certain exceptions, for the purpose of maintaining the
Company's qualification as a REIT under the Internal Revenue Code of 1986, as
amended (the "Code"). Such restrictions in the Company's charter do not apply
to the Principals and Robert B. Bayer, a former director and officer of the
Company (Robert B. Bayer and the Principals are sometimes hereinafter
collectively referred to as the "Founders"), who may acquire additional shares
of Common Stock through the redemption of OP Units, through the Stock Option
Plan, from other stockholders or otherwise, but in no event will they be
entitled to acquire additional shares such that the five largest beneficial
owners of the Company's stock hold more than 50% of the total outstanding
stock. Additionally, the Company's charter allows certain transfers of such
shares without the transferees being subject to the 9.8% ownership limit,
provided such transfers do not result in an increased concentration in the
ownership of the Company. The Company's Board of Directors, upon receipt of a
ruling from the Internal Revenue Service (the "Service"), an opinion of counsel
or other evidence satisfactory to the Board of Directors and upon such other
conditions as the Board of Directors may direct, may also exempt a proposed
transferee from this restriction.

The 9.8% ownership limit, as well as the ability of the Company to
issue additional shares of Common Stock or shares of other stock (which may
have rights and preferences over the Common Stock), may discourage a change of
control of the Company and may also: (i) deter tender offers for the Common
Stock, which offers may be advantageous to stockholders; and (ii) limit the
opportunity for stockholders to receive a premium for their Common Stock that
might otherwise exist if an investor were attempting to assemble a block of
Common Stock in excess of 9.8% of the outstanding shares of the Company or
otherwise effect a change of control of the Company.

Staggered Board. The Board of Directors of the Company has been
divided into three classes of directors. The term of one class will expire
each year. Directors for each class will be chosen for a three-year term upon
the expiration of such class's term, and the directors in the other two classes
will continue in office. The staggered terms for directors may affect the
stockholders' ability to change control of the Company even if a change in
control were in the stockholders' interest.

Preferred Stock. The Company's charter authorizes the Board of
Directors to issue up to 10,000,000 shares of preferred stock and to establish
the preferences and rights (including the right to vote

- 6 -
10

and the right to convert into shares of Common Stock) of any shares issued.
The power to issue preferred stock could have the effect of delaying or
preventing a change in control of the Company even if a change in control were
in the stockholders' interest.

REAL ESTATE INVESTMENT CONSIDERATIONS

General. Income from real property investments, and the Company's
resulting ability to make expected distributions to stockholders, may be
adversely affected by the general economic climate, local conditions such as
oversupply of manufactured housing sites or a reduction in demand for
manufactured housing sites in an area, the attractiveness of the Properties to
tenants, zoning or other regulatory restrictions, competition from other
available manufactured housing sites and alternative forms of housing (such as
apartment buildings and site-built single-family homes), the ability of the
Company to provide adequate maintenance and insurance, and increased operating
costs (including insurance premiums and real estate taxes). The Company's
income would also be adversely affected if tenants were unable to pay rent or
sites were unable to be rented on favorable terms. If the Company were unable
to promptly relet or renew the leases for a significant number of the sites, or
if the rental rates upon such renewal or reletting were significantly lower
than expected rates, then the Company's funds from operations and ability to
make expected distributions to stockholders could be adversely affected. In
addition, certain expenditures associated with each equity investment (such as
real estate taxes and maintenance costs) generally are not reduced when
circumstances cause a reduction in income from the investment. Furthermore,
real estate investments are relatively illiquid and, therefore, will tend to
limit the ability of the Company to vary its portfolio promptly in response to
changes in economic or other conditions.

Competition. All of the Properties are located in developed areas
that include other manufactured housing community properties. The number of
competitive manufactured housing community properties in a particular area
could have a material effect on the Company's ability to lease sites and on
rents charged at the Properties or at any newly acquired properties. The
Company may be competing with others that have greater resources than the
Company and whose officers and directors have more experience than the
Company's officers and directors. In addition, other forms of multi-family
residential properties, such as private and federally funded or assisted
multi-family housing projects and single-family housing, provide housing
alternatives to potential tenants of manufactured housing communities.

Changes in Laws. Costs resulting from changes in real estate tax laws
generally may be passed through to tenants and will not affect the Company.
Increases in income, service or other taxes, however, generally are not passed
through to tenants under leases and may adversely affect the Company's funds
from operations and its ability to make distributions to stockholders.
Similarly, changes in laws increasing the potential liability for environmental
conditions existing on properties or increasing the restrictions on discharges
or other conditions may result in significant unanticipated expenditures, which
would adversely affect the Company's funds from operations and its ability to
make distributions to stockholders.

Investments in Mortgages. Although the Company currently has no plans
to invest in mortgages other than an approximately $4.0 million mortgage loan
it has made to an entity that operates two manufactured housing communities in
Alberta, Canada (the "Canadian Mortgage"), the Company may invest in additional
mortgages in the future. By virtue of its investment in the Canadian Mortgage
and if the Company were to invest in additional mortgages, it is and would be
subject to the risks of such investment, which include the risk that borrowers
may not be able to make debt service payments or pay principal when due, the
risk that the value of mortgaged property may be less than the amounts owed,
and the risk that interest rates payable on the mortgages may be lower than the
Company's costs of funds. If any of the above occurred, funds from operations
and the Company's ability to make expected distributions to stockholders could
be adversely affected.

Development of New Communities. The Company is not restricted from
engaging in the development of new communities in the future. The manufactured
housing community development

- 7 -
11

business involves significant risks in addition to those involved in the
ownership and operation of established manufactured housing communities,
including the risks that financing may not be available on favorable terms for
development projects, that construction and lease-up may not be completed on
schedule resulting in increased debt service expense and construction costs,
that long-term financing may not be available upon completion of construction,
and that sites may not be leased on profitable terms. If the Company entered
the manufactured housing community development business, and if any of the
above occurred, the Company's ability to make expected distributions to
stockholders could be adversely affected.

Rent Control Legislation. State and local rent control laws in
certain jurisdictions may limit the Company's ability to increase rents and to
recover increases in operating expenses and the costs of capital improvements.
Enactment of such laws has been considered from time to time in other
jurisdictions. Certain of the Properties are located, and the Company may
purchase additional properties, in markets that are either subject to rent
control or in which rent-limiting legislation exists or may be enacted.

Environmental Matters. Under various Federal, state and local laws,
ordinances and regulations, an owner of real estate is liable for the costs of
removal or remediation of certain hazardous or toxic substances on or in such
property. Such laws often impose such liability without regard to whether the
owner knew of, or was responsible for, the presence of such hazardous or toxic
substances. The presence of such substances, or the failure to properly
remediate such substances, may adversely affect the owner's ability to sell or
rent such property or to borrow using such property as collateral. Persons who
arrange for the disposal or treatment of hazardous or toxic substances may also
be liable for the costs of removal or remediation of such substances at a
disposal or treatment facility, whether or not such facility is owned or
operated by such person. Certain environmental laws impose liability for
release of asbestos-containing materials ("ACMs") into the air and third
parties may seek recovery from owners or operators of real properties for
personal injury associated with ACMs. In connection with the ownership (direct
or indirect), operation, management, and development of real properties, the
Company or the Operating Partnership, as the case may be, may be considered an
owner or operator of such properties or as having arranged for the disposal or
treatment of hazardous or toxic substances and, therefore, potentially liable
for removal or remediation costs, as well as certain other related costs,
including governmental fines and injuries to persons and property. All of the
Properties have been subject to a Phase I or similar environmental audit (which
involves general inspections without soil sampling or ground water analysis)
completed by independent environmental consultants. These environmental audits
have not revealed any significant environmental liability that would have a
material adverse effect on the Company's business. No assurances can be given
that existing environmental studies with respect to any of the Properties
reveal all environmental liabilities, that any prior owner of a Property did
not create any material environmental condition not known to the Company, or
that a material environmental condition does not otherwise exist as to any one
or more Properties.

Uninsured Loss. The Company maintains comprehensive liability, fire,
flood (where appropriate), extended coverage, and rental loss insurance with
respect to the Properties with policy specifications, limits, and deductibles
customarily carried for similar properties. Certain types of losses, however,
may be either uninsurable or not economically insurable, such as losses due to
earthquakes, riots, or acts of war. Should an uninsured loss occur, the
Company could lose both its investment in and anticipated profits and cash flow
from a property.

ADVERSE CONSEQUENCES OF FAILURE TO QUALIFY AS A REIT

Taxation as a Corporation. The Company expects to qualify and has
made an election to be taxed as a REIT under the Code, commencing with the
calendar year beginning January 1, 1994. Although the Company believes that it
is organized and will operate in such a manner, no assurance can be given that
the Company is organized or will be able to operate in a manner so as to
qualify or remain so qualified. Qualification as a REIT involves the
satisfaction of numerous requirements (some on an annual and quarterly basis)
established under highly technical and complex Code provisions for which there
are only

- 8 -
12

limited judicial or administrative interpretations, and involves the
determination of various factual matters and circumstances not entirely within
the Company's control.

If the Company were to fail to qualify as a REIT in any taxable year,
the Company would be subject to Federal income tax (including any applicable
alternative minimum tax) on its taxable income at corporate rates. Moreover,
unless entitled to relief under certain statutory provisions, the Company also
would be disqualified from treatment as a REIT for the four taxable years
following the year during which qualification is lost. This treatment would
reduce the net earnings of the Company available for investment or distribution
to stockholders because of the additional tax liability to the Company for the
years involved. In addition, distributions to stockholders would no longer be
required to be made.

Other Tax Liabilities. Even though the Company qualifies as a REIT, it
is subject to certain Federal, state and local taxes on its income and
property. In addition, the management operations relating to the Properties
subject to the mortgages granted in connection with the Mortgage Debt and the
Company's sales operations, which are conducted through Sun Management and Home
Services, respectively, generally will be subject to Federal income tax at
regular corporate rates.

ADVERSE EFFECT OF DISTRIBUTION REQUIREMENTS

The Company may be required from time to time, under certain
circumstances, to accrue as income for tax purposes interest and rent earned
but not yet received. In such event, the Company could have taxable income
without sufficient cash to enable the Company to meet the distribution
requirements of a REIT. Accordingly, the Company could be required to borrow
funds or liquidate investments on adverse terms in order to meet such
distribution requirements.

ADVERSE CONSEQUENCES OF FAILURE TO QUALIFY AS A PARTNERSHIP

The Company believes that the Operating Partnership and the Financing
Partnership have each been organized as partnerships and will qualify for
treatment as such under the Code. If the Operating Partnership and the
Financing Partnership fail to qualify for such treatment under the Code, the
Company would cease to qualify as a REIT, and the Operating Partnership and the
Financing Partnership would be subject to Federal income tax (including any
alternative minimum tax) on their income at corporate rates.

ADVERSE EFFECT ON PRICE OF SHARES AVAILABLE FOR FUTURE SALE

Sales of a substantial number of shares of Common Stock, or the
perception that such sales could occur, could adversely affect prevailing
market prices for shares. The Principals hold 943,456 shares of Common Stock.
In addition, up to 3,208,519 shares of Common Stock may be issued in the future
to the Principals, the general partners of the Sun Partnerships other than the
Principals (the "Former General Partners"), and the sellers of certain
properties as a result of the potential redemption of their outstanding OP
Units (both Common and Preferred OP Units). Except in certain limited
circumstances or with the prior written consent of Lehman Brothers Inc. and the
Company, the Principals and the Former General Partners may not sell more than
one-third of such holder's shares prior to December 15, 1995 or two-thirds of
such holders' shares prior to December 15, 1996. After December 15, 1996, the
Principals and the Former General Partners may sell remaining unsold shares
pursuant to registration rights or an available exemption from registration.
Also, the former owner of one of the Properties will be issued OP Units with an
aggregate value of $10.85 million over the 11-year period beginning in January
1997 and continuing on an annual basis through 2007. In addition, 1,461,513
shares have been reserved for issuance pursuant to the Plans (of which 353,997
shares were issued to the Principals upon the exercise of options pursuant to
the Employee Option Plan), and the Principals' employment agreements provide
for incentive compensation payable in shares of Common Stock. These shares may
be sold without the consent of Lehman Brothers Inc. and the Company. No
prediction can be made regarding the effect that future sales of shares of
Common Stock will have on the market price of shares.

- 9 -
13

ADVERSE EFFECT OF MARKET INTEREST RATES ON PRICE OF COMMON STOCK

One of the factors that may influence the price of the Company's
shares in the public market will be the annual distributions to stockholders
relative to the prevailing market price of the Common Stock. An increase in
market interest rates may tend to make the Common Stock less attractive
relative to other investments, which could adversely affect the market price of
Common Stock.

SELLING STOCKHOLDERS

The following table sets forth: (i) the name of each Selling
Stockholder, whose name is known as of the date of the filing of the
registration statement of which this Prospectus forms a part, under the Plans
who may sell Common Stock pursuant to this Prospectus; (ii) his position with
the Company and its predecessors over the last three years; (iii) the number of
shares of Common Stock owned (or subject to option) by each such Selling
Stockholder as of the date of this Prospectus; (iv) the number of shares of
Common Stock which may be offered and are being registered for the account of
each Selling Stockholder by this Prospectus; and (v) the amount of the class to
be owned by each such Selling Stockholder if such Selling Stockholder were to
sell all of the shares of Common Stock covered by this Prospectus. There can
be no assurance that any of the Selling Stockholders will offer for sale or
sell any or all of the Shares offered by them pursuant to this Prospectus.
Options or shares of Common Stock may be issued under either of the Plans in
amounts and to persons not presently known by the Company; when known, such
persons, their holdings of Common Stock and certain other information may be
included in a subsequent version of this Prospectus.

NUMBER OF NUMBER OF
SHARES HELD NUMBER OF SHARES OWNED IF ALL
PRIOR TO THIS SHARES REGISTERED
POSITION WITH REGISTRATION/ TO BE HEREUNDER WERE
NAME COMPANY PERCENTAGE(1) REGISTERED SOLD/PERCENTAGE
------------ ------------- -------------- -------------- -----------------

Milton M. Shiffman Chairman of the 379,216/2.5% 73,567 305,649/2%
Board(2)
Gary A. Shiffman Chief Executive 664,240/4.4% 380,430 283,810/1.9%
Officer, President
and Director(3)

Jeffrey P. Jorissen Senior Vice 88,225/* 70,000 18,225/*
President,
Treasurer, Chief
Financial Officer
and Secretary(4)

Gilbert Opaleski None(5) 21,047/* 1,750 19,297/*
Brian W. Fannon Senior Vice 62,100/* 55,000 7,100/*
President and Chief
Operating Officer(6)

Jonathan M. Colman Senior Vice 32,500/* 27,500 5,000/*
President-
Acquisitions(7)
Paul D. Lapides Director(8) 3,500/* 2,500 1,000/*

Clunet R. Lewis Director(8) 4,500/* 2,500 2,000/*

-10-

Ted J. Simon Director(8) 3,500/* 2,500 1,000/*
Carl R. Weinert Director(8) 2,500/* 2,500 0/0

Ronald L. Piasecki Director(9) 2,500/* 2,500 0/0

- ----------------------------------

* Less than one percent.

(1) For purposes of this table, the number of shares owned prior to this
Registration Statement includes all shares which would be owned if all
options granted under the Plans were exercised.

(2) Mr. Shiffman has been the Chairman of the Board since the Company's
inception.

(3) Mr. Shiffman has been the President and a director of the Company
since its inception. Mr. Shiffman became the Chief Executive Officer
of the Company in October 1994.

(4) Mr. Jorissen has been Chief Financial Officer and Secretary since
August 1993 and Senior Vice President and Treasurer since December
1993.

(5) From August 1993 until February 1996, Mr. Opaleski was a Vice
President-Property Management of the Company.

(6) Mr. Fannon joined the Company in May 1994 as Senior Vice
President-Operations and became Chief Operating Officer in 1995.

(7) Mr. Colman joined the Company in 1994 as Vice President-Acquisitions
and became a Senior Vice President in 1995.

(8) Messrs. Lapides, Lewis, Simon and Weinert have been directors of the
Company since December 1993.

(9) Mr. Piasecki joined the Company's Board of Directors in May 1996.

PLAN OF DISTRIBUTION

The Selling Stockholders have not advised the Company of any specific
plans for distribution of the Shares offered hereby, but it is anticipated that
the Selling Stockholders (or their pledgees, donees, transferees or other
successors in interest) may sell all or a portion of the Shares from time to
time to purchasers directly or through underwriters, dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders and/or purchasers of the Shares for
whom they may act as agent. The Selling Stockholders will be responsible for
payment of any and all commissions to brokers, which will be negotiated on an
individual basis. The Selling Stockholders and any underwriters, dealers or
agents that participate in the distribution of the Shares might

be deemed to be "underwriters" within the meaning of the Securities Act, and
any profit on the sale of such Shares by them and any discounts, commissions or
concessions received by any such underwriters, dealers or agents might be
deemed to be underwriting discounts and commissions under the Securities Act.
At the time a particular offer of any of the Shares is made, to the extent
required, a supplement to this Prospectus will be distributed which will set
forth the aggregate principal amount of Shares being offered and the terms of
the offering, including the name or names of any underwriters, dealers or
agents, any discounts, commissions or other items constituting compensation
from the Selling Stockholders and any discounts, commissions or concessions
allowed or re-allowed or paid to dealers.

The Shares may be sold on the NYSE at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The Shares may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a broker
or dealer for its account pursuant to this Prospectus; or (c) ordinary
brokerage transactions and transactions in which the broker solicits purchases.
Shares of Common Stock covered by this Prospectus also may qualify to be sold
pursuant to Rule 144 under the Securities Act, rather than pursuant tho this
Prospectus. The Selling Stockholders will be subject to applicable provisions
of the Exchange Act, including without limitation, Rules 10b-5, 10b-6 and
10b-7, which provisions may limit the timing of purchases and sales of any of
the Shares by the Selling Stockholders.

LEGAL MATTERS

The legality of the Common Stock offered hereby will be passed upon
for the Company by Jaffe, Raitt, Heuer & Weiss, Professional Corporation,
Detroit, Michigan.

EXPERTS

The consolidated financial statements and consolidated financial
statement schedules of the Company as of December 31, 1995 and 1994, and for
the years ended December 31, 1995, 1994 and 1993 included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995 have been
incorporated herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent certified public accountants, and upon the authority of said firm
as experts in accounting and auditing.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's charter authorizes the Company to obligate itself to
indemnify its present and former directors and officers and to pay or reimburse
expenses for such individuals in advance of the final disposition of a
proceeding to the maximum extent permitted from time to time by Maryland law.
The Company's bylaws obligate it to indemnify and advance expenses to present
and former directors and officers to the maximum extent permitted by Maryland
law. The Maryland General Corporation Law (the "MGCL") permits a corporation
to indemnify its present and former directors and officers, among others,
against judgments, penalties, fines, settlements, and reasonable expenses
actually incurred by them in connection with any proceeding to which they may
be made a party by reason of their service in those capacities unless it is
established that: (i) the act or omission of the director or officer was
material to the matter giving rise to the proceeding; and (a) was committed in
bad faith or, (b) was the result of active and deliberate dishonesty; (ii) the
director or officer actually received an improper personal benefit in money,
property, or services; or (iii) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission
was unlawful.

- 12 -
16

finding that the person's action, or failure to act, was the result of active
and deliberate dishonesty and was material to the cause of action adjudicated
in the proceeding. The Company's charter contains a provision providing for
elimination of the liability of its directors or officers to the Company or its
stockholders for money damages to the maximum extent permitted by Maryland law
from time to time.

- 13 -
17

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Commission are incorporated
herein by reference:

(a) The Company's latest annual report filed pursuant to Section 13 or
15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the Company's latest fiscal year for which such statements have been filed.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report or
the prospectus referred to in (a) above.

(c) The description of the Common Stock contained in the Company's
registration statements filed under Section 12(g) of the Exchange Act,
including any amendment or reports filed for the purpose of updating such
description.

In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement or in a
document incorporated, or deemed to be incorporated, by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Except as so modified
or superseded, such statement shall not be deemed to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

II-1
18

property, or services; or (iii) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission
was unlawful.

The MGCL permits the charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages, except to the extent that:
(i) it is proved that the person actually received an improper benefit or
profit in money, property or services; or (ii) a judgment or other final
adjudication is entered in a proceeding based on a finding that the person's
action, or failure to act, was the result of active and deliberate dishonesty
and was material to the cause of action adjudicated in the proceeding. The
Company's charter contains a provision providing for elimination of the
liability of its directors or officers to the Company or its stockholders for
money damages to the maximum extent permitted by Maryland law from time to
time.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

In June 1995, Dr. Milton Shiffman exercised options to purchase 48,567
shares of Common Stock, which were granted in connection with the Employee
Option Plan. Upon the exercise of such options, the Company issued 48,567
shares of Common Stock to Dr. Shiffman in a transaction exempt from the
registration requirements of the Securities Act pursuant to Section 4(2)
thereof. Dr. Shiffman represented that he was acquiring such shares for
investment purposes and not with a view to distribution within the meaning of
the Securities Act. The stock certificate evidencing such shares bears a
restrictive legend.

In July 1995, Mr. Gary Shiffman exercised options to purchase 305,430
shares of Common Stock, which were granted in connection with the Employee
Option Plan. Upon the exercise of such options, the Company issued 305,430
shares of Common Stock to Mr. Shiffman in a transaction exempt from the
registration requirements of the Securities Act pursuant to Section 4(2)
thereof. Mr. Shiffman represented that he was acquiring such shares for
investment purposes and not with a view to distribution within the meaning of
the Securities Act. The stock certificate evidencing such shares bears a
restrictive legend.

In June 1996, Mr. Gilbert Opaleski, a former employee of the Company,
exercised options to purchase 500 shares of Common Stock and, in August 1996,
Mr. Opaleski exercised options to purchase 1,250 shares of Common Stock. Both
of these options were granted in connection with the Employee Option Plan.
Upon the exercise of such options, the Company issued an aggregate of 1,750
shares of Common Stock to Mr. Opaleski in a transaction exempt from the
registration requirements of the Securities Act pursuant to Section 4(2)
thereof. Mr. Opaleski represented that he was acquiring such shares for
investment purposes and not with a view to distribution within the meaning of
the Securities Act. The stock certificates evidencing such shares bear a
restrictive legend.

In December 1995, Mr. Carl Weinert exercised options to purchase 833
shares of Common Stock and, in August 1996, Mr. Weinert exercised options to
purchase 833 shares of Common Stock. Both of these options were granted in
connection with the Director Option Plan. Upon the exercise of such options,
the Company issued an aggregate of 1,666 shares of Common Stock to Mr. Weinert
in a transaction exempt from the registration requirements of the Securities
Act pursuant to Section 4(2) thereof. Mr. Weinert represented that he was
acquiring such shares for investment purposes and not with a view to
distribution within the meaning of the Securities Act. The stock certificates
evidencing such shares bear a restrictive legend.

In December 1995, Mr. Paul Lapides exercised options to purchase 500
shares of Common Stock, which were granted in connection with the Director
Option Plan. Upon the exercise of such options, the Company issued 500 shares
of Common Stock to Mr. Lapides in a transaction exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) thereof. Mr.
Lapides represented that he was acquiring such shares for investment purposes
and not with a view to distribution within the meaning of the Securities Act.
The stock certificate evidencing such shares bears a restrictive legend.

II-2
19

In June 1996, Mr. Ted Simon exercised options to purchase 500 shares
of Common Stock, which were granted in connection with the Director Option
Plan. Upon the exercise of such options, the Company issued 500 shares of
Common Stock to Mr. Simon in a transaction exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) thereof. Mr. Simon
represented that he was acquiring such shares for investment purposes and not
with a view to distribution within the meaning of the Securities Act. The
stock certificate evidencing such shares bears a restrictive legend.

ITEM 8. EXHIBITS

The exhibits filed herewith are set forth on the exhibit index filed
as part of this Registration Statement.

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii)to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement;

(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Company pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

II-3
20

In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

II-4
21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Farmington Hills, State of Michigan,
on September 9, 1996.

SUN COMMUNITIES, INC., a Maryland corporation

By: /s/ Gary A. Shiffman
------------------------------------------
Gary A. Shiffman, President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Milton M. Shiffman, Gary A. Shiffman,
and Jeffrey P. Jorissen, or either of them, his attorneys-in-fact and agents,
with full power of substitution and resubstitution for him in any and all
capacities, to sign any or all amendments or post-effective amendments to this
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith or in connection with the registration of the
Common Stock under the Securities Act of 1933, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that
each of such attorneys-in-fact and agents or his substitute or substitutes may
do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

NAME TITLE DATE

/s/ Milton M. Shiffman Chairman of the Board of Directors September 9, 1996
-----------------------------------------------------------
Milton M. Shiffman
/s/ Gary A. Shiffman Chief Executive Officer, President, and September 9, 1996
----------------------------------------------------------- Director
Gary A. Shiffman

/s/ Jeffrey P. Jorissen Chief Financial Officer, Senior Vice September 9, 1996
----------------------------------------------------------- President, Secretary, and Principal Accounting
Jeffrey P. Jorissen Officer

/s/ Carl R. Weinert Director September 9, 1996
-----------------------------------------------------------
Carl R. Weinert
/s/ Paul D. Lapides Director September 9, 1996
-----------------------------------------------------------
Paul D. Lapides

/s/ Ted J. Simon Director September 9, 1996
-----------------------------------------------------------
Ted J. Simon
/s/ Ronald L. Piasecki Director September 9, 1996
-----------------------------------------------------------
Ronald L. Piasecki

/s/ Clunet R. Lewis Director September 9, 1996
-----------------------------------------------------------
Clunet R. Lewis

II-5
22

SUN COMMUNITIES, INC.

EXHIBIT INDEX

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------ ----------- -------------

4.1 Amended and Restated 1993 Stock Option Plan
4.2 Amended and Restated 1993 Non-Employee Director Stock Option Plan

4.3 Form of Stock Option Agreement between the Company and certain directors, officers and (1)
other individuals

4.4 Form of Non-Employee Director Stock Option Agreement between the Company and certain (2)
directors
5.1 Opinion of Jaffe, Raitt, Heuer & Weiss, P.C. with respect to the validity of the shares
of Common Stock underlying options registered hereby

23.1 Consent of Jaffe, Raitt, Heuer & Weiss, P.C. (included as part of Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P., independent accountants

24.1 Power of Attorney (included on the signature page of this Registration Statement)

- ---------------

(1) Incorporated by reference to the Company's Registration Statement No.
33-69340.

(2) Incorporated by reference to the Company's Registration Statement No.
33-80972.