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>
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 par value
 .001 per share               500,000     $1.1875    $593,750     $165.06
</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  August  25,
     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             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

<PAGE>

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

<PAGE>

                             POWER OF ATTORNEY

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

Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,   this
Registration  Statement has been signed by  the following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                                             TITLE
/s/ Merle Ferguson                        President and Chief Executive Officer

/s/ Susan Donohue                         Assistant Secretary

<PAGE>
                                 EXHIBITS

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.

<PAGE>

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.

<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

                              August 25, 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,



  James E. Pratt, Esq.



  /s/ James E. Pratt
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17221}]
{"company-data": {"conformed-name": "AFFORDABLE HOMES OF AMERICA INC", "cik": "0000894501", "assigned-sic": "6770", "irs-number": "870434297", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86021", "film-number": "99700854"}, "business-address": {"street1": "4505 W HACIENDA AVE", "street2": "UNIT I 1", "city": "LAS VEGAS", "state": "NV", "zip": "89118", "phone": "7025794800"}, "mail-address": {"street1": "3098 S HIGHLAND DR STE 460", "city": "SALT LAKE CITY", "state": "UT", "zip": "84106"}}
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

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 par value
 .001 per share               500,000     $1.1875    $593,750     $165.06
(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  August  25,
     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 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

                              August 25, 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,

  James E. Pratt, Esq.

  /s/ James E. Pratt