SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MERCY EUGENE JR

(Last)

(First)

(Middle)

600 GRANT STREET, SUITE 900

(Street)

DENVER

80203

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2004

3. Issuer Name and Ticker or Trading Symbol
AFFORDABLE RESIDENTIAL COMMUNITIES INC [ ARC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share	141,721	D
Common Stock, par value $.01 per share	2,047	I	By Mercy 1995 Family Trust⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Paired Equity Units	⁽²⁾	⁽³⁾	Common Stock	128,059⁽⁴⁾	$0	D
Convertible Paired Equity Units	⁽²⁾	⁽³⁾	Common Stock	26,202	$0	I	By Mercy Foundation⁽⁵⁾
Convertible Paired Equity Units	⁽²⁾	⁽³⁾	Common Stock	23,182	$0	I	By wife⁽⁶⁾

Explanation of Responses:

1. Mr. Mercy is a trustee of the Mercy 1995 Family Trust, which holds 2,047 shares of Common Stock.

2. Immediately.

3. The paired equity units do not have an expiration date.

4. The 128,059 paired equity units are exchangeable for cash or, at the Company's election, an aggregate of 128,059 shares of Common Stock.

5. Mr. Mercy is a trustee of the Mercy Foundation, which holds 26,202 paired equity units exchangeable for cash or, at the Company's election, 26,202 shares of Common Stock.

6. Mr. Mercy's wife, Susan Mercy, holds 23,182 paired equity units exchangeable for cash or, at the Company's election, 23,182 shares of Common Stock. Mr. Mercy disclaims beneficial ownership of the paired equity units held by his wife.

	/s/ Scott L. Gesell, Attorney-in-fact	02/11/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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