hfent_corres
November 9,
2020
VIA EDGAR AND ELECTRONIC MAIL
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Mail
Stop 3628
100 F
Street, N.E.
Washington,
D.C. 20549
Attn.:
Stacie Gorman, Esq.
Office
of Real Estate and Construction
Amendment
No. 5 to Form S-1
Filed
November 9, 2020
File
No. 333-235693
Ladies
and Gentlemen:
On
behalf of HF Enterprises Inc., a Delaware corporation (the
“Company”), we are hereby filing in electronic format
through EDGAR with the U.S. Securities and Exchange Commission,
pursuant to the Securities Act of 1933, as amended, one complete
copy of the Company’s Amendment No. 5 to Registration
Statement on Form S-1 (the “Amendment”), for the
registration of shares of the Company’s common
stock.
The
Amendment is revised solely to replace WestPark Capital Inc. with
Aegis Capital Corp. as the representative of the underwriters and
make conforming changes to the underwriting agreement.
Kindly
address any comments or questions that you may have concerning this
letter or the enclosed materials to Michael Gershon, the
Company’s Chief Legal Officer (tel.: (301) 971-3944), or to
me (tel.: (212) 930-9700).
Very
truly yours,
/s/
Darrin M. Ocasio
Darrin
M. Ocasio
cc:
Michael Gershon
1185
Avenue of the Americas | 37th Floor | New York,
NY | 10036
T (212)
930 9700 | F (212) 930 9725 | WWW.SRF.LAW