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

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

                      AFFORDABLE HOMES OF AMERICA, 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>

Title of Securities   Amount to    Proposed      Proposed      Amount of
to be registered          be       maximum       maximum      registration
                      registered   Offering     aggregate         fee
                                  price per      offering
                                   share(2)       price
<S>                 <C>          <C>           <C>          <C>
Common Stock (1)       967,977      $0.687       $665,000       $175.56
</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 May 18, 2000

<PAGE>
                                   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 June 30, 1999.
2.   All other reports filed by the Company pursuant to Section 13(a) and
15(d)   of the 1934 Act since June 30,1999.

     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.

<PAGE>

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable

ITEM 8.         EXHIBITS

Exhibit             Description
   No.
5.1  Opinion of James E. Pratt, Esq.

23.1 Consent of James E. Pratt, Esq.

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 distribution 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
<PAGE>

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 18th day of May, 2000


AFFORDABLE HOMES OF AMERICA, INC.


By:  /s/ Merle Ferguson
President and Chief Executive Officer
<PAGE>

                              POWER OF ATTORNEY

KNOW  ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below  constitutes and appoints Merle Ferguson jointly and severally, his  or
her  attorney-in-fact  and  agent, each with the power  of  substitution  and
resubstitution, for him or her and in his or her name, place or stead, in any
and  all  capacities, to sign any amendments  to this Registration  Statement
together with exhibits and other documents in connection therewith, with  the
Securities  and  Exchange Commission, granting to each  attorney-in-fact  and
agent,  full  power and authority to do and perform each and  every  act  and
thing  requisite and necessary to be done in and about the premises, as fully
as  he  or she might or could do in person, and ratifying and confirming  all
that  the  attorneys-in-fact  and  agents,  or  his  or  her  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 dates indicated.

                                                                    SIGNATURE
TITLE
/s/ Merle Ferguson                    President and Chief Executive Officer

/s/ Susan Donohue                                      Assistant Secretary

<PAGE>

                                  EXHIBITS


5.1  Opinion of James E. Pratt, Esq.

23.1 Consent of James E. Pratt, Esq.

24.1 Powers of Attorney


<PAGE>

  EXHIBIT 5.1

                                (LETTERHEAD)

                               JAMES E. PRATT,
                               ATTORNEY AT LAW
                               195 Kildare Rd.
                        Garden City, New York, 11530
               (516)741-2978 Phone   (516) 873-1140 Facsimile

                                May 18, 2000

  Affordable Homes of America, Inc.
  4505 W. Hacienda Ave.
  Unit I -1
  Las Vegas, Nevada 89118

  RE:  REGISTRATION STATEMENT ON FORM S-8

  We  have examined the Registration Statement on Form S-8 (the "Registration
  Statement")
  to  be  filed  by  you  with  the Securities  and  Exchange  Commission  in
  connection  with  the registration under the Securities  Act  of  1933,  as
  amended,  of  the  a  total of 967,977 shares of  your  Common  Stock  (the
  "shares").   As your counsel in connection with this transaction,  we  have
  examined  the  proceedings  taken and are  familiar  with  the  proceedings
  proposed  to  be taken by you in connection with the sale and  issuance  of
  the shares.

  It  is  our opinion that upon completion of the proceedings being taken  in
  order to permit such transactions to be carried out in accordance with  the
  securities  laws  of the various states, where required,  the  shares  when
  issued  and  sold in the manner described in the Plan and the  Registration
  Statement  will  be  legally  and  validly  issued,  fully  paid  and  non-
  assessable.

  We  consent  to  the use of this opinion as an exhibit to the  Registration
  Statement and further consent to the use of our name wherever appearing  in
  the Registration Statement,



  Very truly yours,

  /s/ James E. Pratt


  James E. Pratt, Esq.
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UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D. C. 20549

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

                      AFFORDABLE HOMES OF AMERICA, 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

Title of Securities   Amount to    Proposed      Proposed      Amount of
to be registered          be       maximum       maximum      registration
                      registered   Offering     aggregate         fee
                                  price per      offering
                                   share(2)       price
Common Stock (1)       967,977      $0.687       $665,000       $175.56
(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 May 18, 2000
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 June 30, 1999.
2.   All other reports filed by the Company pursuant to Section 13(a) and
15(d)   of the 1934 Act since June 30,1999.

     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.
5.1  Opinion of James E. Pratt, Esq.

23.1 Consent of James E. Pratt, Esq.

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 distribution 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 18th day of May, 2000

AFFORDABLE HOMES OF AMERICA, INC.

By:  /s/ Merle Ferguson
President and Chief Executive Officer
POWER OF ATTORNEY

KNOW  ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below  constitutes and appoints Merle Ferguson jointly and severally, his  or
her  attorney-in-fact  and  agent, each with the power  of  substitution  and
resubstitution, for him or her and in his or her name, place or stead, in any
and  all  capacities, to sign any amendments  to this Registration  Statement
together with exhibits and other documents in connection therewith, with  the
Securities  and  Exchange Commission, granting to each  attorney-in-fact  and
agent,  full  power and authority to do and perform each and  every  act  and
thing  requisite and necessary to be done in and about the premises, as fully
as  he  or she might or could do in person, and ratifying and confirming  all
that  the  attorneys-in-fact  and  agents,  or  his  or  her  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 dates indicated.

                                                                    SIGNATURE
TITLE
/s/ Merle Ferguson                    President and Chief Executive Officer

/s/ Susan Donohue                                      Assistant Secretary
EXHIBITS

5.1  Opinion of James E. Pratt, Esq.

23.1 Consent of James E. Pratt, Esq.

24.1 Powers of Attorney
EXHIBIT 5.1

                                (LETTERHEAD)

                               JAMES E. PRATT,
                               ATTORNEY AT LAW
                               195 Kildare Rd.
                        Garden City, New York, 11530
               (516)741-2978 Phone   (516) 873-1140 Facsimile

                                May 18, 2000

  Affordable Homes of America, Inc.
  4505 W. Hacienda Ave.
  Unit I -1
  Las Vegas, Nevada 89118

  RE:  REGISTRATION STATEMENT ON FORM S-8

  We  have examined the Registration Statement on Form S-8 (the "Registration
  Statement")
  to  be  filed  by  you  with  the Securities  and  Exchange  Commission  in
  connection  with  the registration under the Securities  Act  of  1933,  as
  amended,  of  the  a  total of 967,977 shares of  your  Common  Stock  (the
  "shares").   As your counsel in connection with this transaction,  we  have
  examined  the  proceedings  taken and are  familiar  with  the  proceedings
  proposed  to  be taken by you in connection with the sale and  issuance  of
  the shares.

  It  is  our opinion that upon completion of the proceedings being taken  in
  order to permit such transactions to be carried out in accordance with  the
  securities  laws  of the various states, where required,  the  shares  when
  issued  and  sold in the manner described in the Plan and the  Registration
  Statement  will  be  legally  and  validly  issued,  fully  paid  and  non-
  assessable.

  We  consent  to  the use of this opinion as an exhibit to the  Registration
  Statement and further consent to the use of our name wherever appearing  in
  the Registration Statement,

  Very truly yours,

  /s/ James E. Pratt

  James E. Pratt, Esq.