----------------------------------------------------------------
                         UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D. C. 20549
----------------------------------------------------------------

                           FORM S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
================================================================

                       WORLD HOMES, INC.

     (Exact name or Registrant as specified in its charter)

             Nevada                          87-0434297
(State or other jurisdiction of   (I.R.S. Employer Identification
 incorporation or organization)                 number)


               4505 W. Hacienda Ave.  Unit I-1
                   Las Vegas, Nevada 89118
                        702-579-4888

   (Name, address, including zip code, and telephone numbers,
           including area code, of agent of service)

               CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
<S>                   <C>                 <C>                 <C>                    <C>
                                          Proposed maximum    Proposed maximum
Title of Securities     Amount to be     Offering price per   aggregate offering     Amount of
to be registered         registered            share(2)             price         registration fee

Common Stock (1)           500,000             $1.00               $500,000           $131.00

</TABLE>




(1)     This Registration Statement shall also cover any additional
shares of Common Stock which become issuable under  the Plan being
registered pursuant to this Registration Statement by reason of any
stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding
shares of Common Stock.

(2)     This estimate is made pursuant to Rule 457(c) and (h) under
the Securities Act, solely for purposes of determining the registration
fee based on the average of the bid and asked prices of the Registrant's
Shares reported on the OTC Bulletin Board on Feb 15,2000

(3)     The amount to be registered includes shares to  be issued
pursuant to the grant of incentive awards under the Affordable Homes
of America, Inc. 1998 Stock Incentive/Option Plan.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:

1.     The Registrant's Annual Report on Form 10-K for the fiscal year
       ended December 31.1998

2.     All other reports filed by the Company pursuant to Section 13(a)
       and 15(d) of the 1934 Act since December 31, 1998.

              All other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 , prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date
of filing of such documents.

              Any statement contained in a document incorporated or
deemed incorporated herein by reference shall be deemed to be modified
or superseded for the purpose 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 herein by
reference modifies or supersedes such statement. Any statement so
modified or superceded, shall not be deemed  except as so modified or
superseded, 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.

              Nevada law permits a company to indemnify its directors
and officers, except for any act of dishonesty.  Affordable Homes of
America, Inc. ("AHOA") has provided in its By-Laws that the directors
and officers of AHOA will be indemnified and secured harmless to the
full extent permitted by law out of the assets of AHOA from and against
all actions, costs, charges, losses, damages and expenses incurred by
reason of any act done, concurred in or omitted in or about the
execution of their duties or supposed duties, other than in the case
of any fraud or dishonesty.  In addition, AHOA has provided in its
by-laws that each shareholder of AHOA agrees to waive any claim or
right to action, individually or in the right of AHOA  against any
director or officer or AHOA on account of any action taken by such
director or officer.

              Nevada Law also permits AHOA to purchase insurance for
the benefit of its directors and officers against any liability incurred
by them for the failure to exercise the requisite care, diligence and
skill in the exercise of their power and the discharge of their duties,
or indemnifying them in respect of any loss arising or liability
incurred by them by reason of negligence, default, breach of duty or
breach of trust.


ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

              Not Applicable


ITEM 8.       EXHIBITS

Exhibit       Description
   No.

  4.1         Option Plan, as amended February 15, 2000

  5.1         Opinion of James E. Pratt, Esq.

 23.1         Consent of James E. Pratt, Esq.

 23.2         Consent of Independent Auditor

 24.1         Powers of Attorney


ITEM 9.       UNDERTAKINGS.

              The undersigned Registrant hereby undertakes:

(1)     to file, during any period in which offers of sales are being
made, a post effective amendment to this registration statement to
include any material information with respect to the plan of distribu-
tion not previously disclosed in the registration statement or any
material change to such information in the registration statement,

(2)     that, for purposes 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 and

(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.


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 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.


Insofar as the 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.  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 a
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered hereunder, the Registrant will, unless in
the opinion of its counsel the question has already been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question of 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.

SIGNATURES

        Pursuant to the requirement of the Securities Act of 1933,
the Registrant, Affordable Homes of America, Inc., a corporation
organized and existing under the laws of the State of Nevada,
certifies that it has reasonable grounds to believe that it meets
all of 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 Las Vegas,
State of Nevada, on this 15th day of February, 2000

                            AFFORDABLE HOMES OF AMERICA, INC.

                   By:  /s/ Merle Ferguson
                            President and Chief Executive Officer



                            INDEX TO EXHIBITS

EXHIBITS  DESCRIPTION
------    -----------------------------------------------------------
 4.1      INCENTIVE AND OPTION PLAN, AS AMENDED FEBRUARY 15, 2000

 5.1      OPINION OF JAMES E. PRATT, ESQ.

23.1      CONSENT OF JAMES E. PRATT, ESQ.

24.1      POWERS OF ATTORNEY
------    -----------------------------------------------------------
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 9454}]
{"company-data": {"conformed-name": "WORLD HOMES INC", "cik": "0000894501", "assigned-sic": "1531", "irs-number": "870434297", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55870", "film-number": "1549805"}, "business-address": {"street1": "4505 W HACIENDA AVE", "street2": "UNIT I 1", "city": "LAS VEGAS", "state": "NV", "zip": "89118", "phone": "7025794800"}, "mail-address": {"street1": "3098 S HIGHLAND DR STE 460", "city": "SALT LAKE CITY", "state": "UT", "zip": "84106"}, "former-company": {"former-conformed-name": "AFFORDABLE HOMES OF AMERICA INC", "date-changed": "19990518"}}
----------------------------------------------------------------
                         UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D. C. 20549
----------------------------------------------------------------

                           FORM S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
================================================================

                       WORLD HOMES, INC.

     (Exact name or Registrant as specified in its charter)

             Nevada                          87-0434297
(State or other jurisdiction of   (I.R.S. Employer Identification
 incorporation or organization)                 number)

               4505 W. Hacienda Ave.  Unit I-1
                   Las Vegas, Nevada 89118
                        702-579-4888

   (Name, address, including zip code, and telephone numbers,
           including area code, of agent of service)

               CALCULATION OF REGISTRATION FEE
Proposed maximum    Proposed maximum
Title of Securities     Amount to be     Offering price per   aggregate offering     Amount of
to be registered         registered            share(2)             price         registration fee

Common Stock (1)           500,000             $1.00               $500,000           $131.00
(1)     This Registration Statement shall also cover any additional
shares of Common Stock which become issuable under  the Plan being
registered pursuant to this Registration Statement by reason of any
stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding
shares of Common Stock.

(2)     This estimate is made pursuant to Rule 457(c) and (h) under
the Securities Act, solely for purposes of determining the registration
fee based on the average of the bid and asked prices of the Registrant's
Shares reported on the OTC Bulletin Board on Feb 15,2000

(3)     The amount to be registered includes shares to  be issued
pursuant to the grant of incentive awards under the Affordable Homes
of America, Inc. 1998 Stock Incentive/Option Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:

1.     The Registrant's Annual Report on Form 10-K for the fiscal year
       ended December 31.1998

2.     All other reports filed by the Company pursuant to Section 13(a)
       and 15(d) of the 1934 Act since December 31, 1998.

              All other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 , prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date
of filing of such documents.

              Any statement contained in a document incorporated or
deemed incorporated herein by reference shall be deemed to be modified
or superseded for the purpose 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 herein by
reference modifies or supersedes such statement. Any statement so
modified or superceded, shall not be deemed  except as so modified or
superseded, 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.

              Nevada law permits a company to indemnify its directors
and officers, except for any act of dishonesty.  Affordable Homes of
America, Inc. ("AHOA") has provided in its By-Laws that the directors
and officers of AHOA will be indemnified and secured harmless to the
full extent permitted by law out of the assets of AHOA from and against
all actions, costs, charges, losses, damages and expenses incurred by
reason of any act done, concurred in or omitted in or about the
execution of their duties or supposed duties, other than in the case
of any fraud or dishonesty.  In addition, AHOA has provided in its
by-laws that each shareholder of AHOA agrees to waive any claim or
right to action, individually or in the right of AHOA  against any
director or officer or AHOA on account of any action taken by such
director or officer.

              Nevada Law also permits AHOA to purchase insurance for
the benefit of its directors and officers against any liability incurred
by them for the failure to exercise the requisite care, diligence and
skill in the exercise of their power and the discharge of their duties,
or indemnifying them in respect of any loss arising or liability
incurred by them by reason of negligence, default, breach of duty or
breach of trust.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

              Not Applicable

ITEM 8.       EXHIBITS

Exhibit       Description
   No.

  4.1         Option Plan, as amended February 15, 2000

  5.1         Opinion of James E. Pratt, Esq.

 23.1         Consent of James E. Pratt, Esq.

 23.2         Consent of Independent Auditor

 24.1         Powers of Attorney

ITEM 9.       UNDERTAKINGS.

              The undersigned Registrant hereby undertakes:

(1)     to file, during any period in which offers of sales are being
made, a post effective amendment to this registration statement to
include any material information with respect to the plan of distribu-
tion not previously disclosed in the registration statement or any
material change to such information in the registration statement,

(2)     that, for purposes 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 and

(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.

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 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.

Insofar as the 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.  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 a
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered hereunder, the Registrant will, unless in
the opinion of its counsel the question has already been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question of 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.

SIGNATURES

        Pursuant to the requirement of the Securities Act of 1933,
the Registrant, Affordable Homes of America, Inc., a corporation
organized and existing under the laws of the State of Nevada,
certifies that it has reasonable grounds to believe that it meets
all of 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 Las Vegas,
State of Nevada, on this 15th day of February, 2000

                            AFFORDABLE HOMES OF AMERICA, INC.

                   By:  /s/ Merle Ferguson
                            President and Chief Executive Officer

                            INDEX TO EXHIBITS

EXHIBITS  DESCRIPTION
------    -----------------------------------------------------------
 4.1      INCENTIVE AND OPTION PLAN, AS AMENDED FEBRUARY 15, 2000

 5.1      OPINION OF JAMES E. PRATT, ESQ.

23.1      CONSENT OF JAMES E. PRATT, ESQ.

24.1      POWERS OF ATTORNEY
------    -----------------------------------------------------------