As filed with the Securities and Exchange Commission on June 5, 1997.

                                            Registration No. 33-[     ]
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                             ---------------------
                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             ----------------------
                           CHATEAU COMMUNITIES, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           MARYLAND                                       38-3132038
(STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
 OF INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NUMBER)

                           6430 SOUTH QUEBEC STREET
                          ENGLEWOOD, COLORADO  80111
                                (303) 741-3707
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                             ----------------------

   AMENDED AND RESTATED 1993 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
                         1997 EQUITY COMPENSATION PLAN
                             (FULL TITLE OF PLAN)
                             --------------------
                               GARY P. MCDANIEL
                           6430 SOUTH QUEBEC STREET
                          ENGLEWOOD, COLORADO  80111
                                (303) 741-3707
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                             ---------------------
                                  COPIES TO:
                            JAY L. BERNSTEIN, ESQ.
                                ROGERS & WELLS
                                200 PARK AVENUE
                           NEW YORK, NEW YORK 10166
                                (212) 878-8000
                             ----------------------
    IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED  OR  CONTINUOUS  BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES  ACT
OF 1933, OTHER  THAN  SECURITIES  OFFERED  ONLY  IN  CONNECTION  WITH  DIVIDEND
OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX.  <checked-box>
                             ----------------------
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
    TITLE OF SECURITIES         AMOUNT TO BE        PROPOSED MAXIMUM       PROPOSED MAXIMUM           AMOUNT OF
     TO BE REGISTERED            REGISTERED          OFFERING PRICE            AGGREGATE          REGISTRATION FEE
                                                      PER SHARE (1)         OFFERING PRICE
<S>                         <C>                  <C>                    <C>                     <C>
Common Stock,                                                                                                 
$.01 par value                    523,084(2)            $21.185(3)            $ 11,081,378              $3,358

Common Stock,                                                                                                 
$.01 par value                    950,000(4)            $26.125(5)            $ 24,818,750              $7,521
                                  
                                                                  
TOTAL                            1,473,084                                                             $10,879
</TABLE>
                                                      (FOOTNOTES ON NEXT PAGE)

<PAGE>

(1) Estimated  in accordance with Rule 457(h) solely for the purpose  of
    calculating the registration fee.

(2) Represents the  number  of  shares  of  Common  Stock  that  may  be
    purchased upon exercise of stock options outstanding, as of the date
    hereof, under the registrant's 1993 Plan (as defined herein).

(3) Represents  the  weighted  average exercise price of the outstanding
    stock options being registered hereby.

(4) Represents the maximum number  of unallocated shares of Common Stock
    reserved for issuance upon exercise  of  stock  options  that may be
    granted in the future or restricted shares of Common Stock  that may
    be issued under the registrant's 1997 Plan (as defined herein).

(5) Represents the average of the high and low sale prices of the Common
    Stock reported on the New York Stock Exchange on June 2, 1997.



PAGE
<PAGE>
                               EXPLANATORY NOTE

      This  Registration  Statement  covers (i) 523,084 shares of common
stock,  par  value  $.01  per  share (the "Common  Stock"),  of  Chateau
Communities, Inc., a Maryland corporation  (the  "Registrant"), that may
be  issued upon the exercise of stock options previously  granted  under
the Amended and Restated 1993 Stock Option and Stock Appreciation Rights
Plan  of  Roc  Communities,  Inc.  (the  "1993  Plan"), assumed  by  the
Registrant  pursuant  to  the Amended and Restated Agreement and Plan of
Merger, dated as of September  17,  1996,  as  amended  by the Amendment
thereto,  dated  as  of  December  20,  1996 (collectively, the  "Merger
Agreement"), by and among the Registrant,  Roc Communities, Inc. ("ROC")
and a wholly-owned subsidiary of the Registrant, and (ii) 950,000 shares
of Common Stock reserved by the Registrant for issuance upon exercise of
stock options that may be granted in the future  or restricted shares of
Common  Stock  that  may  be issued under the Registrant's  1997  Equity
Compensation Plan (the "1997 Plan," and together with the 1993 Plan, the
"Plans").  Pursuant to Rule  428 promulgated under the Securities Act of
1933, as amended (the "Securities  Act"),  the Registrant will deliver a
prospectus meeting the requirements of Part  I  of Form S-8, as amended,
to all participants in the Plans.

PAGE
<PAGE>
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
        ---------------------------------------

      The following documents of the Registrant which  have  been  filed
with   the   Securities   and  Exchange  Commission  (the  "Commission")
(Commission File No. 001-12496)  are hereby incorporated by reference in
this Registration Statement.

      (1)  The Registrant's Annual  Report  on  Form  10-K for the year
           ended December 31, 1996;

      (2)   The  Registrant's  Quarterly  Report  on Form 10-Q  for  the
            fiscal quarter ended March 31, 1997; and

      (3)   The Registrant's Registration Statement  on  Form 8-A, which
            contains  a  description of the Common Stock, including  any
            amendment or report  filed  for the purpose of updating such
            description.

      All documents subsequently filed by  the  Registrant  pursuant  to
Section  13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of
1934 (the  "Exchange  Act"),  prior  to  the  filing of a post-effective
amendment which indicates that all securities offered  have been sold or
which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.   Any statement
of  information  contained  in a document incorporated or deemed  to  be
incorporated by reference herein  shall be deemed modified or superseded
for the purposes 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 by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded
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.
        -----------------------------------------

        The   Registrant's    Charter   limits  the  liability  of   the
Registrant's  directors  and  officers   to   the   Registrant  and  its
stockholders  to  the  fullest  extent permitted from time  to  time  by
Maryland law.  Maryland law presently permits the liability of directors
and officers to a corporation or  its  stockholders for money damages to
be limited, except to the extent that (i) it is proved that the director
or officer actually received an improper  benefit  or  profit  in money,
property  or services for the amount of the benefit or profit in  money,
property or  services  actually  received, or (ii) a  judgment  or other
final adjudication is entered  in  a  proceeding based on a finding that
the director's or officer's action, or failure to act, was the result of
active and deliberate dishonesty and was material to the cause of action
adjudicated  in  the  proceeding.  This provision  does  not  limit  the
ability of the Registrant  or  its  stockholders to obtain other relief,
such as an injunction or rescission.

      The Charter and By-Laws require  (or  permit,  as the case may be)
the  Registrant to indemnify its directors, officers and  certain  other
parties  to  the  fullest extent permitted from time to time by Maryland
law. The Maryland General Corporation Law ("MGCL") permits a corporation
to indemnify its directors,  officers and  certain other parties against
judgments, penalties, fines,

<PAGE>

settlements  and  reasonable  expenses  actually  incurred  by  them  in
connection with  any  proceeding  to  which  they may be made a party by
reason of their service to or at the request of  the corporation, unless
it is established that (i) the act or omission of  the indemnified party
was  material to the matter giving rise to the proceeding  and  (x)  was
committed  in  bad  faith or (y) was the result of active and deliberate
dishonest, (ii) the indemnified  party  actually  received  an  improper
personal benefit in money, property or services or (iii) in the case  of
any  criminal  proceeding, the indemnified party had reasonable cause to
believe that the  act  or omission was unlawful.  Indemnification may be
made against judgments,  penalties,  fines,  settlements  and reasonable
expenses actually incurred by the director or officer in connection with
the proceeding; PROVIDED, HOWEVER, that if the proceeding is one  by  or
in the  right  of the corporation, indemnification  may not be made  with
respect to any proceeding in which the  director  or  officer  has  been
adjudged  to  be  liable to the corporation.  In addition, a director or
officer may not be  indemnified  with respect to any proceeding charging
improper  personal  benefit to the director  or  officer  in  which  the
director or officer was adjudged to be liable on the basis that personal
benefit was improperly  received.   The termination of any proceeding by
conviction, or upon a plea of nolo contendere  or  its equivalent, or an
entry of any order of probation prior to judgment, creates  a rebuttable
presumption  that  the  director  or  officer did not meet the requisite
standard of conduct required for indemnification to be permitted.  It is
the   position   of   the  Securities  and  Exchange   Commission   that
indemnification of directors  and officers for liabilities arising under
the  Securities  Act  is  against public  policy  and  is  unenforceable
pursuant to Section 14 of the Securities Act.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
        -----------------------------------

        Not applicable.

ITEM 8. EXHIBITS.
        --------

        There are  filed  with  the Registration Statement the following
exhibits:

             4.1       Articles  of Amendment  and  Restatement  of  the
                       Registrant  (1993)  (incorporated by reference to
                       the   Exhibits   filed  with   the   Registrant's
                       Quarterly Report on  Form  10-Q for the quarterly
                       period  ended  June  30,  1995,  filed  with  the
                       Commission on August 10, 1995 (File No. 1-12496))
             4.2       Articles of Amendment of the Registrant (1995)
             4.3       Articles  of Amendment of the  Registrant  (1997)
                       (incorporated  by reference to the Exhibits filed
                       with the Registrant's Current Report on Form 8-K,
                       filed with the Commission  on  May 30, 1997 (File
                       No. 1-12496))
             4.4       Amended  and Restated By-Laws of  the  Registrant
                       (incorporated  by reference to the Exhibits filed
                       with the Registrant's  Quarterly  Report  on Form
                       10-Q  for  the  quarterly  period ended March 31,
                       1997, filed with the Commission  on  May 15, 1997
                       (File No. 1-12496))
             4.5       Specimen     of    Common    Stock    Certificate
                       (incorporated by reference to the Exhibits to the
                       Registrant's Registration Statement on Form S-11,
                       filed with the  Commission  on  November 10, 1993
                       (File No. 33-69150))
             5.2       Opinion of Piper & Marbury L.L.P.
            23.1       Consent of Coopers & Lybrand L.L.P.
            23.2       Consent of Piper & Marbury L.L.P.  (contained  in
                       its opinion filed as Exhibit 5.2)
              24       Powers of Attorney (included on page II-4)

ITEM 9. UNDERTAKINGS.
        ------------

      (a)   The Registrant hereby undertakes:

            (1)   To  file,  during  any period in which offers or sales
are  being  made,  a  post-effective  amendment   to  this  registration
statement:

                                  II-2
<PAGE>

                  (i)   To  include any prospectus required  by  Section
10(a)(3) of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events
arising after the effective date  of  the registration statement (or the
most recent post-effective amendment thereof)  which, individually or in
the  aggregate, represent a fundamental change in  the  information  set
forth in the registration statement.  Notwithstanding the foregoing, any
increase  or  decrease  in  volume  of  securities offered (if the total
dollar  value of securities offered would  not  exceed  that  which  was
registered)  and any deviation from the low or high and of the estimated
maximum offering  range may be reflected in the form of prospectus filed
with the Commission  pursuant  to  Rule 424(b) if, in the aggregate, the
changes in volume and price represent  no more than 20 percent change in
the maximum aggregate offering price set  forth  in  the "Calculation of
Registration Fee" table in the effective registration statement; and

                  (iii) 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;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8  or Form F-3, and
the information required to be included in a post-effective amendment by
those  paragraphs  is  contained  in  periodic  reports  filed  with  or
furnished to the Commission by the Registrant pursuant to Section  13 or
15(d)  of  the  Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

            (2)   That,  for  the  purpose  of determining any liability
under  the  Securities  Act of 1933, 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.

            (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.

      (b)   The  Registrant  hereby  undertakes  that,  for  purposes of
determining any liability under the Securities Act of 1933, each  filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d)  of
the  Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities  Exchange  Act of 1934) 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 the time shall be deemed to be the  initial  BONA
FIDE offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
Securities  Act  of  1933  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 Securities and Exchange Commission such indemnification
is against public  policy as expressed in the Securities Act of 1933 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 the  successful  defense  of any
action,  suit  or  proceeding)  is asserted by such director, officer or
controlling person in connection  with  the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit  to a court of appropriate
jurisdiction the question whether such indemnification  by it is against
public  policy as expressed in the Securities Act of 1933  and  will  be
governed by the final adjudication of such issue.

                                  II-3
PAGE
<PAGE>
                                  SIGNATURES

      Pursuant  to  the  requirements of the Securities Act of 1933, the
Registrant  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  Englewood, 
State of Colorado, on the 30th day of May, 1997.


                                    CHATEAU PROPERTIES, INC.

                                    By: /s/ Tamara D. Fischer
                                        ---------------------------------
                                        Tamara D. Fischer
                                        Chief Financial Officer


                                  II-4
PAGE
<PAGE>
                               POWER OF ATTORNEY

      Each  person  whose  signature  appears  below, hereby constitutes
and  appoints  Gary  P.  McDaniel,  C.G.  Kellogg and Tamara D. Fischer,
or any of them, his true and lawful attorneys-in-fact  and  agents, with
full power of substitution and resubstitution, for him and in  his name,
place  and  sead,  in  any and all capacities, to sign this Registration
Statement  and  any  or  all  amendments,  including  pre-effective  and
post-effective amendments, thereto,  and to file the same, with exhibits
thereto  and any  and  all  other  documents  filed  as part  of  or  in
connection  herewith,  with  the  Securities  and  Exchange  Commission,
granting  unto each of such attorneys-in-fact and agents full power  and
authority to  do  and perform each and every act and thing requisite and
necessary to be done  in  connection  with such matters, as fully to all
intents and purposes as he might or could do in person, hereby ratifying
and  confirming all that each of such attorneys-in-fact  and  agents  or
their  substitute  or substitutes may lawfully 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 date indicated:

<TABLE>
<CAPTION>
SIGNATURE                 TITLE                                  DATE

<S>                      <C>                                     <C>   
/s/ John A. Boll          Chairman of the Board of Directors     May 30, 1997
-----------------------                                                 
John A. Boll

/s/ Gary P. McDaniel      Director and Chief Executive Officer   May 30, 1997
-----------------------                                                 
Gary P. McDaniel          (Principal Executive Officer)

/s/ C.G. Kellogg          Director and President                 May 30, 1997
-----------------------                                                 
C.G. Kellogg

/s/ Tamara D. Fischer      Chief Financial Officer (Principal    May 30, 1997
-----------------------                                                 
Tamara D. Fischer          Financial Accounting Officer)

/s/ Edward R. Allen        Director                              May 30, 1997
-----------------------                                                 
Edward R. Allen

/s/ Gebran S. Anton, Jr.   Director                              May 30, 1997
-----------------------                                                 
Gebran S. Anton, Jr.

/s/ James L. Clayton       Director                              May 30, 1997
-----------------------                                                 
James L. Clayton

/s/ Steven G. Davis        Director                              May 30, 1997
-----------------------                                                 
Steven G. Davis

/s/ James M. Hankins       Director                              May 30, 1997
-----------------------                                                  
James M. Hankins

/s/ James M. Lane          Director                              May 30, 1997
-----------------------                                                  
James M. Lane

/s/ Donald E. Miller       Director                              May 30, 1997
-----------------------                                                  
Donald E. Miller

s/ Rhonda G. Hogan        Director                               May 30, 1997
-----------------------                                            
Rhonda G. Hogan
</TABLE>

                                  II-5
PAGE
<PAGE>
                                   INDEX TO EXHIBITS



<TABLE>
<CAPTION>

     EXHIBIT NO.                           DESCRIPTION                               PAGE NO.
<S>                            <C>                                                  <C>

         4.1                    Articles of Amendment and Restatement of the
                                Registrant (1993) (incorporated by reference
                                to the Exhibits filed with the Registrant's
                                Quarterly Report on Form 10-Q for the
                                quarterly period ended June 30, 1995, filed 
                                with the Commission on August 10, 1995 (File 
                                No. 1-12496))

          4.2                   Articles of Amendment of the Registrant (1995)

          4.3                   Articles of Amendment of the Registrant (1997)
                                (incorporated by reference to the Exhibits filed 
                                with the Registrant's Current Report on Form 8-K,
                                filed with the Commission on May 30, 1997 (File
                                No. 1-12496))

          4.4                   Amended and Restated By-Laws of the Registrant
                                (incorporated by reference to the Exhibits filed 
                                with the Registrant's Quarterly Report on Form 10-Q
                                for the quarterly period ended March 31, 1997, 
                                filed with the Commission on May 15, 1997 (File No.
                                1-12496))

          4.3                   Specimen of Common Stock Certificate (incorporated 
                                by reference to the Exhibits to the Registrant's
                                Registration Statement on Form S-11, filed with the
                                Commission on November 10, 1993 (File No. 33-69150))

          5.2                   Opinion of Piper & Marbury L.L.P. 

         23.1                   Consent of Coopers & Lybrand L.L.P.

         23.3                   Consent of Piper & Marbury L.L.P. (contained in its
                                opinion filed as Exhibit 5.2)

         24                     Powers of Attorney (included on page II-4)
</TABLE>



                                  II-6
PAGE
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 25524}]
{"company-data": {"conformed-name": "CHATEAU PROPERTIES INC", "cik": "0000912393", "assigned-sic": "6798", "irs-number": "383132038", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28583", "film-number": "97619802"}, "business-address": {"street1": "19500 HALL RD", "city": "CLINTON TOWNSHIP", "state": "MI", "zip": "48038", "phone": "8102863600"}, "mail-address": {"street1": "19500 HALL ROAD", "city": "CLINTON", "state": "MI", "zip": "48038"}}
As filed with the Securities and Exchange Commission on June 5, 1997.

                                            Registration No. 33-[     ]
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                             ---------------------
                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             ----------------------
                           CHATEAU COMMUNITIES, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           MARYLAND                                       38-3132038
(STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
 OF INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NUMBER)

                           6430 SOUTH QUEBEC STREET
                          ENGLEWOOD, COLORADO  80111
                                (303) 741-3707
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                             ----------------------

   AMENDED AND RESTATED 1993 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
                         1997 EQUITY COMPENSATION PLAN
                             (FULL TITLE OF PLAN)
                             --------------------
                               GARY P. MCDANIEL
                           6430 SOUTH QUEBEC STREET
                          ENGLEWOOD, COLORADO  80111
                                (303) 741-3707
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                             ---------------------
                                  COPIES TO:
                            JAY L. BERNSTEIN, ESQ.
                                ROGERS & WELLS
                                200 PARK AVENUE
                           NEW YORK, NEW YORK 10166
                                (212) 878-8000
                             ----------------------
    IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED  OR  CONTINUOUS  BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES  ACT
OF 1933, OTHER  THAN  SECURITIES  OFFERED  ONLY  IN  CONNECTION  WITH  DIVIDEND
OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX.
----------------------
                        CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES         AMOUNT TO BE        PROPOSED MAXIMUM       PROPOSED MAXIMUM           AMOUNT OF
     TO BE REGISTERED            REGISTERED          OFFERING PRICE            AGGREGATE          REGISTRATION FEE
                                                      PER SHARE (1)         OFFERING PRICE
Common Stock,                                                                                                 
$.01 par value                    523,084(2)            $21.185(3)            $ 11,081,378              $3,358

Common Stock,                                                                                                 
$.01 par value                    950,000(4)            $26.125(5)            $ 24,818,750              $7,521
                                  
                                                                  
TOTAL                            1,473,084                                                             $10,879
(FOOTNOTES ON NEXT PAGE)
(1) Estimated  in accordance with Rule 457(h) solely for the purpose  of
    calculating the registration fee.

(2) Represents the  number  of  shares  of  Common  Stock  that  may  be
    purchased upon exercise of stock options outstanding, as of the date
    hereof, under the registrant's 1993 Plan (as defined herein).

(3) Represents  the  weighted  average exercise price of the outstanding
    stock options being registered hereby.

(4) Represents the maximum number  of unallocated shares of Common Stock
    reserved for issuance upon exercise  of  stock  options  that may be
    granted in the future or restricted shares of Common Stock  that may
    be issued under the registrant's 1997 Plan (as defined herein).

(5) Represents the average of the high and low sale prices of the Common
    Stock reported on the New York Stock Exchange on June 2, 1997.

PAGE
EXPLANATORY NOTE

      This  Registration  Statement  covers (i) 523,084 shares of common
stock,  par  value  $.01  per  share (the "Common  Stock"),  of  Chateau
Communities, Inc., a Maryland corporation  (the  "Registrant"), that may
be  issued upon the exercise of stock options previously  granted  under
the Amended and Restated 1993 Stock Option and Stock Appreciation Rights
Plan  of  Roc  Communities,  Inc.  (the  "1993  Plan"), assumed  by  the
Registrant  pursuant  to  the Amended and Restated Agreement and Plan of
Merger, dated as of September  17,  1996,  as  amended  by the Amendment
thereto,  dated  as  of  December  20,  1996 (collectively, the  "Merger
Agreement"), by and among the Registrant,  Roc Communities, Inc. ("ROC")
and a wholly-owned subsidiary of the Registrant, and (ii) 950,000 shares
of Common Stock reserved by the Registrant for issuance upon exercise of
stock options that may be granted in the future  or restricted shares of
Common  Stock  that  may  be issued under the Registrant's  1997  Equity
Compensation Plan (the "1997 Plan," and together with the 1993 Plan, the
"Plans").  Pursuant to Rule  428 promulgated under the Securities Act of
1933, as amended (the "Securities  Act"),  the Registrant will deliver a
prospectus meeting the requirements of Part  I  of Form S-8, as amended,
to all participants in the Plans.

PAGE
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
        ---------------------------------------

      The following documents of the Registrant which  have  been  filed
with   the   Securities   and  Exchange  Commission  (the  "Commission")
(Commission File No. 001-12496)  are hereby incorporated by reference in
this Registration Statement.

      (1)  The Registrant's Annual  Report  on  Form  10-K for the year
           ended December 31, 1996;

      (2)   The  Registrant's  Quarterly  Report  on Form 10-Q  for  the
            fiscal quarter ended March 31, 1997; and

      (3)   The Registrant's Registration Statement  on  Form 8-A, which
            contains  a  description of the Common Stock, including  any
            amendment or report  filed  for the purpose of updating such
            description.

      All documents subsequently filed by  the  Registrant  pursuant  to
Section  13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of
1934 (the  "Exchange  Act"),  prior  to  the  filing of a post-effective
amendment which indicates that all securities offered  have been sold or
which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.   Any statement
of  information  contained  in a document incorporated or deemed  to  be
incorporated by reference herein  shall be deemed modified or superseded
for the purposes 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 by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded
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.
        -----------------------------------------

        The   Registrant's    Charter   limits  the  liability  of   the
Registrant's  directors  and  officers   to   the   Registrant  and  its
stockholders  to  the  fullest  extent permitted from time  to  time  by
Maryland law.  Maryland law presently permits the liability of directors
and officers to a corporation or  its  stockholders for money damages to
be limited, except to the extent that (i) it is proved that the director
or officer actually received an improper  benefit  or  profit  in money,
property  or services for the amount of the benefit or profit in  money,
property or  services  actually  received, or (ii) a  judgment  or other
final adjudication is entered  in  a  proceeding based on a finding that
the director's or officer's action, or failure to act, was the result of
active and deliberate dishonesty and was material to the cause of action
adjudicated  in  the  proceeding.  This provision  does  not  limit  the
ability of the Registrant  or  its  stockholders to obtain other relief,
such as an injunction or rescission.

      The Charter and By-Laws require  (or  permit,  as the case may be)
the  Registrant to indemnify its directors, officers and  certain  other
parties  to  the  fullest extent permitted from time to time by Maryland
law. The Maryland General Corporation Law ("MGCL") permits a corporation
to indemnify its directors,  officers and  certain other parties against
judgments, penalties, fines,
settlements  and  reasonable  expenses  actually  incurred  by  them  in
connection with  any  proceeding  to  which  they may be made a party by
reason of their service to or at the request of  the corporation, unless
it is established that (i) the act or omission of  the indemnified party
was  material to the matter giving rise to the proceeding  and  (x)  was
committed  in  bad  faith or (y) was the result of active and deliberate
dishonest, (ii) the indemnified  party  actually  received  an  improper
personal benefit in money, property or services or (iii) in the case  of
any  criminal  proceeding, the indemnified party had reasonable cause to
believe that the  act  or omission was unlawful.  Indemnification may be
made against judgments,  penalties,  fines,  settlements  and reasonable
expenses actually incurred by the director or officer in connection with
the proceeding; PROVIDED, HOWEVER, that if the proceeding is one  by  or
in the  right  of the corporation, indemnification  may not be made  with
respect to any proceeding in which the  director  or  officer  has  been
adjudged  to  be  liable to the corporation.  In addition, a director or
officer may not be  indemnified  with respect to any proceeding charging
improper  personal  benefit to the director  or  officer  in  which  the
director or officer was adjudged to be liable on the basis that personal
benefit was improperly  received.   The termination of any proceeding by
conviction, or upon a plea of nolo contendere  or  its equivalent, or an
entry of any order of probation prior to judgment, creates  a rebuttable
presumption  that  the  director  or  officer did not meet the requisite
standard of conduct required for indemnification to be permitted.  It is
the   position   of   the  Securities  and  Exchange   Commission   that
indemnification of directors  and officers for liabilities arising under
the  Securities  Act  is  against public  policy  and  is  unenforceable
pursuant to Section 14 of the Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
        -----------------------------------

        Not applicable.

ITEM 8. EXHIBITS.
        --------

        There are  filed  with  the Registration Statement the following
exhibits:

             4.1       Articles  of Amendment  and  Restatement  of  the
                       Registrant  (1993)  (incorporated by reference to
                       the   Exhibits   filed  with   the   Registrant's
                       Quarterly Report on  Form  10-Q for the quarterly
                       period  ended  June  30,  1995,  filed  with  the
                       Commission on August 10, 1995 (File No. 1-12496))
             4.2       Articles of Amendment of the Registrant (1995)
             4.3       Articles  of Amendment of the  Registrant  (1997)
                       (incorporated  by reference to the Exhibits filed
                       with the Registrant's Current Report on Form 8-K,
                       filed with the Commission  on  May 30, 1997 (File
                       No. 1-12496))
             4.4       Amended  and Restated By-Laws of  the  Registrant
                       (incorporated  by reference to the Exhibits filed
                       with the Registrant's  Quarterly  Report  on Form
                       10-Q  for  the  quarterly  period ended March 31,
                       1997, filed with the Commission  on  May 15, 1997
                       (File No. 1-12496))
             4.5       Specimen     of    Common    Stock    Certificate
                       (incorporated by reference to the Exhibits to the
                       Registrant's Registration Statement on Form S-11,
                       filed with the  Commission  on  November 10, 1993
                       (File No. 33-69150))
             5.2       Opinion of Piper & Marbury L.L.P.
            23.1       Consent of Coopers & Lybrand L.L.P.
            23.2       Consent of Piper & Marbury L.L.P.  (contained  in
                       its opinion filed as Exhibit 5.2)
              24       Powers of Attorney (included on page II-4)

ITEM 9. UNDERTAKINGS.
        ------------

      (a)   The Registrant hereby undertakes:

            (1)   To  file,  during  any period in which offers or sales
are  being  made,  a  post-effective  amendment   to  this  registration
statement:

                                  II-2
(i)   To  include any prospectus required  by  Section
10(a)(3) of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events
arising after the effective date  of  the registration statement (or the
most recent post-effective amendment thereof)  which, individually or in
the  aggregate, represent a fundamental change in  the  information  set
forth in the registration statement.  Notwithstanding the foregoing, any
increase  or  decrease  in  volume  of  securities offered (if the total
dollar  value of securities offered would  not  exceed  that  which  was
registered)  and any deviation from the low or high and of the estimated
maximum offering  range may be reflected in the form of prospectus filed
with the Commission  pursuant  to  Rule 424(b) if, in the aggregate, the
changes in volume and price represent  no more than 20 percent change in
the maximum aggregate offering price set  forth  in  the "Calculation of
Registration Fee" table in the effective registration statement; and

                  (iii) 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;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8  or Form F-3, and
the information required to be included in a post-effective amendment by
those  paragraphs  is  contained  in  periodic  reports  filed  with  or
furnished to the Commission by the Registrant pursuant to Section  13 or
15(d)  of  the  Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

            (2)   That,  for  the  purpose  of determining any liability
under  the  Securities  Act of 1933, 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.

            (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.

      (b)   The  Registrant  hereby  undertakes  that,  for  purposes of
determining any liability under the Securities Act of 1933, each  filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d)  of
the  Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities  Exchange  Act of 1934) 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 the time shall be deemed to be the  initial  BONA
FIDE offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
Securities  Act  of  1933  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 Securities and Exchange Commission such indemnification
is against public  policy as expressed in the Securities Act of 1933 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 the  successful  defense  of any
action,  suit  or  proceeding)  is asserted by such director, officer or
controlling person in connection  with  the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit  to a court of appropriate
jurisdiction the question whether such indemnification  by it is against
public  policy as expressed in the Securities Act of 1933  and  will  be
governed by the final adjudication of such issue.

                                  II-3
PAGE
SIGNATURES

      Pursuant  to  the  requirements of the Securities Act of 1933, the
Registrant  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  Englewood, 
State of Colorado, on the 30th day of May, 1997.

                                    CHATEAU PROPERTIES, INC.

                                    By: /s/ Tamara D. Fischer
                                        ---------------------------------
                                        Tamara D. Fischer
                                        Chief Financial Officer

                                  II-4
PAGE
POWER OF ATTORNEY

      Each  person  whose  signature  appears  below, hereby constitutes
and  appoints  Gary  P.  McDaniel,  C.G.  Kellogg and Tamara D. Fischer,
or any of them, his true and lawful attorneys-in-fact  and  agents, with
full power of substitution and resubstitution, for him and in  his name,
place  and  sead,  in  any and all capacities, to sign this Registration
Statement  and  any  or  all  amendments,  including  pre-effective  and
post-effective amendments, thereto,  and to file the same, with exhibits
thereto  and any  and  all  other  documents  filed  as part  of  or  in
connection  herewith,  with  the  Securities  and  Exchange  Commission,
granting  unto each of such attorneys-in-fact and agents full power  and
authority to  do  and perform each and every act and thing requisite and
necessary to be done  in  connection  with such matters, as fully to all
intents and purposes as he might or could do in person, hereby ratifying
and  confirming all that each of such attorneys-in-fact  and  agents  or
their  substitute  or substitutes may lawfully 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 date indicated:
SIGNATURE                 TITLE                                  DATE
/s/ John A. Boll          Chairman of the Board of Directors     May 30, 1997
-----------------------                                                 
John A. Boll

/s/ Gary P. McDaniel      Director and Chief Executive Officer   May 30, 1997
-----------------------                                                 
Gary P. McDaniel          (Principal Executive Officer)

/s/ C.G. Kellogg          Director and President                 May 30, 1997
-----------------------                                                 
C.G. Kellogg

/s/ Tamara D. Fischer      Chief Financial Officer (Principal    May 30, 1997
-----------------------                                                 
Tamara D. Fischer          Financial Accounting Officer)

/s/ Edward R. Allen        Director                              May 30, 1997
-----------------------                                                 
Edward R. Allen

/s/ Gebran S. Anton, Jr.   Director                              May 30, 1997
-----------------------                                                 
Gebran S. Anton, Jr.

/s/ James L. Clayton       Director                              May 30, 1997
-----------------------                                                 
James L. Clayton

/s/ Steven G. Davis        Director                              May 30, 1997
-----------------------                                                 
Steven G. Davis

/s/ James M. Hankins       Director                              May 30, 1997
-----------------------                                                  
James M. Hankins

/s/ James M. Lane          Director                              May 30, 1997
-----------------------                                                  
James M. Lane

/s/ Donald E. Miller       Director                              May 30, 1997
-----------------------                                                  
Donald E. Miller

s/ Rhonda G. Hogan        Director                               May 30, 1997
-----------------------                                            
Rhonda G. Hogan
II-5
PAGE
INDEX TO EXHIBITS
EXHIBIT NO.                           DESCRIPTION                               PAGE NO.
4.1                    Articles of Amendment and Restatement of the
                                Registrant (1993) (incorporated by reference
                                to the Exhibits filed with the Registrant's
                                Quarterly Report on Form 10-Q for the
                                quarterly period ended June 30, 1995, filed 
                                with the Commission on August 10, 1995 (File 
                                No. 1-12496))

          4.2                   Articles of Amendment of the Registrant (1995)

          4.3                   Articles of Amendment of the Registrant (1997)
                                (incorporated by reference to the Exhibits filed 
                                with the Registrant's Current Report on Form 8-K,
                                filed with the Commission on May 30, 1997 (File
                                No. 1-12496))

          4.4                   Amended and Restated By-Laws of the Registrant
                                (incorporated by reference to the Exhibits filed 
                                with the Registrant's Quarterly Report on Form 10-Q
                                for the quarterly period ended March 31, 1997, 
                                filed with the Commission on May 15, 1997 (File No.
                                1-12496))

          4.3                   Specimen of Common Stock Certificate (incorporated 
                                by reference to the Exhibits to the Registrant's
                                Registration Statement on Form S-11, filed with the
                                Commission on November 10, 1993 (File No. 33-69150))

          5.2                   Opinion of Piper & Marbury L.L.P. 

         23.1                   Consent of Coopers & Lybrand L.L.P.

         23.3                   Consent of Piper & Marbury L.L.P. (contained in its
                                opinion filed as Exhibit 5.2)

         24                     Powers of Attorney (included on page II-4)
II-6
PAGE