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)        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.

<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 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.

<PAGE>

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED
                    Not Applicable

ITEM 8.         EXHIBITS
<TABLE>
<CAPTION>
Exhibit             Description
   No.
<S>                       <C>

 4.1                      Option Plan, as amended to date

 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
</TABLE>

  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.
<PAGE>

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

                              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
<PAGE>

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

4.1  Incentive and Option Plan, as amended to date

5.1  Opinion of James E. Pratt, Esq.

23.1 Consent of James E. Pratt, Esq.

24.1 Powers of Attorney


                      AFFORDABLE HOMES OF AMERICA, INC.
                                    1998
                       INCENTIVE AND STOCK OPION PLAN
                        AS AMENDED February 15, 2000
1.   THE PLAN.

                       The  purpose of the Affordable Homes of America,  Inc.
(the  "Company")1998   Incentive and Stock Option Plan  (the  "Plan")  is  to
provide the Company with a means of attracting and retaining the services  of
highly motivated and qualified directors and key personnel.

The  Plan  is  intended  to advance the interests  of  the  Company  and  its
stockholders  by  affording to key employees, consultants  and   non-employee
directors, upon whose skill, judgment, initiative and efforts the Company  is
largely  dependent for the successful conduct of its business, an opportunity
for  investment in the Company and incentives inherent in stock ownership  in
the Company.  The term Company shall include all subsidiaries of the Company.

2.   LEGAL COMPLIANCE

        It is the intent of the Plan that it conform in all respects with the
requirements of Rule 16b-3
of  the Securities and Exchange Commission under the Securities Exchange  Act
of  1934  ("Rule  16b-3")  or,  in connection  with  Incentive  Stock/Options
(ISOs),as such term is defined in Section 422 (a) of the Internal Revenue  of

<PAGE>

1986   ("the Code") as amended from time to time.  If any aspect of the  Plan
does not conform to Section 422 (a) of the Code, as amended from time to time
such aspect shall be deemed to be modified, deleted, or otherwise changed  as
necessary to insure continued compliance with such provisions.

3.   ADMINISTRATION OF THE PLAN

  a.   PLAN COMMITTEE.

          The  Plan  shall be administered by a committee (the  "Committee").
The  members  of the Committee shall be appointed from time to  time  by  the
Board of Directors of the Company (the "Board") and shall consist of not less
than three (3) nor more than five (5) persons.

4.   COMMITTEE PROCEDURES.

           The  Committee  from  time  to  time  may  adopt  such  rules  and
regulations  for carrying out the purposes of the Plan as it may deem  proper
and  in  the best interests of the Company.  The Committee shall keep minutes
of its meetings and records of its actions.  A majority of the members of the
Committee  shall constitute a quorum for the transaction of any  business  by
the Committee.  The Committee may act at any time by an affirmative vote of a
majority of those members voting.  Such vote may be taken at a meeting  which
may  be  conducted  in person or telecommunication or by written  consent  of
Committee members without a meeting.

5.   FINALITY OF COMMITTEE ACTION

         The Committee's actions shall be final and conclusive and binding on
all  persons,  including, without limitations, the Company, its stockholders,
the  Committee  and each of the members of the Committee, and the  directors,
officers,  employees and consultants, of the Company,  and  their  respective
successor and interest.

6.   NON-LIABILITY OF COMMITTEE MEMBERS.

          No Committee member shall be liable for any action or determination
made by him in good faith with respect to the Plan or any Options granted  or
shares issued thereunder.


7.   NON-EXCLUSIVITY OF THE PLAN

           Nothing  contained in the Plan is intended to  amend,  modify,  or
rescind   any  previously approved compensation plans,  programs  or  options
entered  into by the Company.  This plan shall be construed to be in addition
to  and  independent  of  any and all such other arrangements.   Neither  the
adoption  of  the  Plan by the Board nor the submission of the  Plan  to  the
Stockholders  of the Company for approval shall be construed as creating  any
limitations on the power or authority of the Board to adopt, with or  without
stockholder  approval, such additional or other compensation arrangements  as
the Board may from time to time deem desirable.

<PAGE>

8.   GOVERNING LAW.

  The  Plan  and  all rights and obligations under it shall be construed  and
  enforced in accordance with the laws of the State of Nevada.

<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

                              February 15, 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 500,000 shares of  your  Common  Stock  (the
  "shares")  reserved  for issuance upon exercise of stock incentives/options
  issued  or  to  be  issued under the 1998 Stock Incentive/Option  Plan,  as
  amended,  of  Affordable  Homes of America, Inc,  (the  "Plan").   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,



  James E. Pratt, Esq.



  /s/ James E. Pratt
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16955}]
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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)        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 to date

 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 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 15th day of February, 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

4.1  Incentive and Option Plan, as amended to date

5.1  Opinion of James E. Pratt, Esq.

23.1 Consent of James E. Pratt, Esq.

24.1 Powers of Attorney

                      AFFORDABLE HOMES OF AMERICA, INC.
                                    1998
                       INCENTIVE AND STOCK OPION PLAN
                        AS AMENDED February 15, 2000
1.   THE PLAN.

                       The  purpose of the Affordable Homes of America,  Inc.
(the  "Company")1998   Incentive and Stock Option Plan  (the  "Plan")  is  to
provide the Company with a means of attracting and retaining the services  of
highly motivated and qualified directors and key personnel.

The  Plan  is  intended  to advance the interests  of  the  Company  and  its
stockholders  by  affording to key employees, consultants  and   non-employee
directors, upon whose skill, judgment, initiative and efforts the Company  is
largely  dependent for the successful conduct of its business, an opportunity
for  investment in the Company and incentives inherent in stock ownership  in
the Company.  The term Company shall include all subsidiaries of the Company.

2.   LEGAL COMPLIANCE

        It is the intent of the Plan that it conform in all respects with the
requirements of Rule 16b-3
of  the Securities and Exchange Commission under the Securities Exchange  Act
of  1934  ("Rule  16b-3")  or,  in connection  with  Incentive  Stock/Options
(ISOs),as such term is defined in Section 422 (a) of the Internal Revenue  of
1986   ("the Code") as amended from time to time.  If any aspect of the  Plan
does not conform to Section 422 (a) of the Code, as amended from time to time
such aspect shall be deemed to be modified, deleted, or otherwise changed  as
necessary to insure continued compliance with such provisions.

3.   ADMINISTRATION OF THE PLAN

  a.   PLAN COMMITTEE.

          The  Plan  shall be administered by a committee (the  "Committee").
The  members  of the Committee shall be appointed from time to  time  by  the
Board of Directors of the Company (the "Board") and shall consist of not less
than three (3) nor more than five (5) persons.

4.   COMMITTEE PROCEDURES.

           The  Committee  from  time  to  time  may  adopt  such  rules  and
regulations  for carrying out the purposes of the Plan as it may deem  proper
and  in  the best interests of the Company.  The Committee shall keep minutes
of its meetings and records of its actions.  A majority of the members of the
Committee  shall constitute a quorum for the transaction of any  business  by
the Committee.  The Committee may act at any time by an affirmative vote of a
majority of those members voting.  Such vote may be taken at a meeting  which
may  be  conducted  in person or telecommunication or by written  consent  of
Committee members without a meeting.

5.   FINALITY OF COMMITTEE ACTION

         The Committee's actions shall be final and conclusive and binding on
all  persons,  including, without limitations, the Company, its stockholders,
the  Committee  and each of the members of the Committee, and the  directors,
officers,  employees and consultants, of the Company,  and  their  respective
successor and interest.

6.   NON-LIABILITY OF COMMITTEE MEMBERS.

          No Committee member shall be liable for any action or determination
made by him in good faith with respect to the Plan or any Options granted  or
shares issued thereunder.

7.   NON-EXCLUSIVITY OF THE PLAN

           Nothing  contained in the Plan is intended to  amend,  modify,  or
rescind   any  previously approved compensation plans,  programs  or  options
entered  into by the Company.  This plan shall be construed to be in addition
to  and  independent  of  any and all such other arrangements.   Neither  the
adoption  of  the  Plan by the Board nor the submission of the  Plan  to  the
Stockholders  of the Company for approval shall be construed as creating  any
limitations on the power or authority of the Board to adopt, with or  without
stockholder  approval, such additional or other compensation arrangements  as
the Board may from time to time deem desirable.
8.   GOVERNING LAW.

  The  Plan  and  all rights and obligations under it shall be construed  and
  enforced in accordance with the laws of the State of Nevada.
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

                              February 15, 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 500,000 shares of  your  Common  Stock  (the
  "shares")  reserved  for issuance upon exercise of stock incentives/options
  issued  or  to  be  issued under the 1998 Stock Incentive/Option  Plan,  as
  amended,  of  Affordable  Homes of America, Inc,  (the  "Plan").   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,

  James E. Pratt, Esq.

  /s/ James E. Pratt