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
incorporation or organization)                    Identification 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>

                                      Proposed       Proposed
                                       Maximum       maximum
                        Amount to     Offering      aggregate     Amount of
                            be          price        offering    registratio
  Title of Securities   registered    per share       price         n fee
  to be registered         (1)           (2)
<S>                    <C>          <C>            <C>           <C>
Common Stock           500,000      $1.063125      $531,563      $147.77
</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  July  15,
    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
Exhibit No.         Description
--------------------------------------------------------------------------------
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

<PAGE>

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 July, 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                           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


<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

                               July 15, 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 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,

                                /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
incorporation or organization)                    Identification number)

                      4505 W. Hacienda Ave.  Unit I-1
                          Las Vegas, Nevada 89118
                               702-579-4888
        (Name, address, including zip code, and telephone numbers,
                 including area code, of agent of service)

                      CALCULATION OF REGISTRATION FEE

                                      Proposed       Proposed
                                       Maximum       maximum
                        Amount to     Offering      aggregate     Amount of
                            be          price        offering    registratio
  Title of Securities   registered    per share       price         n fee
  to be registered         (1)           (2)
Common Stock           500,000      $1.063125      $531,563      $147.77
(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  July  15,
    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 No.         Description
--------------------------------------------------------------------------------
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 July, 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                           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 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

                               July 15, 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 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,

                                /s/ James E. Pratt

                                James E. Pratt, Esq.