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>
<CAPTION>
Title of Securities   Amount to      Proposed      Proposed    Amount of
to be registered          be          Maximum      maximum    registration
                      registered     offering     aggregate       fee
                         (1)           price       offering
                                     per share      price
                                        (2)
<S>                   <C>            <C>         <C>           <C>
Common Stock           550,000        $2.9375     $1,615,625    $449.14
</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  10,
    1999.
   
(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.

<PAGE>

     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
<TABLE>

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

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.

<PAGE>

     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 10th day of May, 1999.


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                       Secretary
---------------------------------

<PAGE>

                                 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

<PAGE>

                     AFFORDABLE HOMES OF AMERICA, INC.
                                   1998
                      INCENTIVE AND STOCK OPION PLAN
                          AS AMENDED MAY 10, 1999
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.

<PAGE>

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.
  
<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 10, 1999
                                     
  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 550,000  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,
  
  /s/ James E. Pratt
  --------------------------------
  James E. Pratt, Esq.
  
  


</TABLE>
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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
                         (1)           price       offering
                                     per share      price
                                        (2)
Common Stock           550,000        $2.9375     $1,615,625    $449.14
(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  10,
    1999.
   
(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 10th day of May, 1999.

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                       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 MAY 10, 1999
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
                                     
                               May 10, 1999
                                     
  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 550,000  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,
  
  /s/ James E. Pratt
  --------------------------------
  James E. Pratt, Esq.