SEC FORM 3/A

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^*

FARALLON CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2006

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

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

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/02/2006

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

	Form filed by One Reporting Person
X	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)
8.25% Series A Cumulative Redeemable Preferred Stock	89,400	D⁽¹⁾⁽²⁾⁽³⁾⁽¹⁷⁾
8.25% Series A Cumulative Redeemable Preferred Stock	83,100	D⁽¹⁾⁽²⁾⁽⁴⁾⁽¹⁷⁾
8.25% Series A Cumulative Redeemable Preferred Stock	13,700	D⁽¹⁾⁽²⁾⁽⁵⁾⁽¹⁷⁾
8.25% Series A Cumulative Redeemable Preferred Stock	11,500	D⁽¹⁾⁽²⁾⁽⁶⁾⁽¹⁷⁾
8.25% Series A Cumulative Redeemable Preferred Stock	2,300	D⁽¹⁾⁽²⁾⁽⁷⁾⁽¹⁷⁾
8.25% Series A Cumulative Redeemable Preferred Stock	200,000	I	See Footnotes⁽¹⁾⁽²⁾⁽⁹⁾⁽¹⁷⁾
8.25% Series A Cumulative Redeemable Preferred Stock	200,000	I	See Footnotes⁽¹⁾⁽²⁾⁽¹⁰⁾⁽¹⁷⁾

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)
7.50% Senior Exchangeable Notes due 2025	⁽¹⁴⁾	08/15/2025	Common Stock	566,387⁽¹⁵⁾	$14.31⁽¹⁶⁾	D⁽¹⁾⁽²⁾⁽³⁾⁽¹⁷⁾
7.50% Senior Exchangeable Notes due 2025	⁽¹⁴⁾	08/15/2025	Common Stock	533,159⁽¹⁵⁾	$14.31⁽¹⁶⁾	D⁽¹⁾⁽²⁾⁽⁴⁾⁽¹⁷⁾
7.50% Senior Exchangeable Notes due 2025	⁽¹⁴⁾	08/15/2025	Common Stock	67,365⁽¹⁵⁾	$14.31⁽¹⁶⁾	D⁽¹⁾⁽²⁾⁽⁵⁾⁽¹⁷⁾
7.50% Senior Exchangeable Notes due 2025	⁽¹⁴⁾	08/15/2025	Common Stock	81,447⁽¹⁵⁾	$14.31⁽¹⁶⁾	D⁽¹⁾⁽²⁾⁽⁶⁾⁽¹⁷⁾
7.50% Senior Exchangeable Notes due 2025	⁽¹⁴⁾	08/15/2025	Common Stock	15,793⁽¹⁵⁾	$14.31⁽¹⁶⁾	D⁽¹⁾⁽²⁾⁽⁷⁾⁽¹⁷⁾
7.50% Senior Exchangeable Notes due 2025	⁽¹⁴⁾	08/15/2025	Common Stock	337,666⁽¹⁵⁾	$14.31⁽¹⁶⁾	D⁽¹⁾⁽²⁾⁽⁸⁾⁽¹⁷⁾
7.50% Senior Exchangeable Notes due 2025	⁽¹⁴⁾	08/15/2025	Common Stock	1,601,817⁽¹⁵⁾	$14.31⁽¹⁶⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽¹¹⁾⁽¹⁷⁾
7.50% Senior Exchangeable Notes due 2025	⁽¹⁴⁾	08/15/2025	Common Stock	599,441⁽¹⁵⁾	$14.31⁽¹⁶⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽¹²⁾⁽¹⁷⁾
7.50% Senior Exchangeable Notes due 2025	⁽¹⁴⁾	08/15/2025	Common Stock	2,201,258⁽¹⁵⁾	$14.31⁽¹⁶⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽¹³⁾⁽¹⁷⁾

1. Name and Address of Reporting Person^*

FARALLON CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

LANDRY MONICA R

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

MELLIN WILLIAM F

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

MILLHAM STEPHEN L

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

Moment Jason E

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

PATEL RAJIV A

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

SCHRIER DEREK C

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

STEYER THOMAS F

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

WEHRLY MARK C

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

Explanation of Responses:

1. The entities and individuals identified in the footnotes of this Form 3 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 shall not be deemed to be an admission that such entities and individuals are members of such group.

2. Since the number of reporting persons that may be listed on a Form 3 is limited, the entities listed in footnotes (3) through (9) of this Form 3 and Chun R. Ding, William F. Duhamel and Richard B. Fried, each as listed in footnote (10) of this Form 3, are filing a separate Form 3 on the same date as the filing of this Form 3 as reporting persons with respect to the holdings described in this Form 3 relating to such entities and individuals. Information regarding these entities and individuals is included on this Form 3 for purposes of clarification and convenience only, and is duplicative of the information reported in such other Form 3.

3. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP").

4. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP").

5. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II").

6. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III").

7. The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum").

8. The amount of securities shown in this row is owned directly by Farallon Capital Offshore Investors II, L.P. ("FCOI II").

9. The amount of securities shown in this row is owned directly by FCP, FCIP, FCIP II, FCIP III and Tinicum (collectively, the "Preferred Share Partnerships"). As the general partner to each of the Preferred Share Partnerships, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be the beneficial owner of the Issuer's securities held by the such entities. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Preferred Share Partnerships.

10. The amount of securities shown in this row is owned directly by the Preferred Share Partnerships. Each of Chun R. Ding, William F. Duhamel, Richard B. Fried, Monica R. Landry, William F. Mellin, Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier and Mark C. Wehrly (collectively, the "Managing Members") and Thomas F. Steyer (the "Senior Managing Member"), as either a managing member or the senior managing member of FPLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Preferred Share Partnerships as referenced in footnotes (3) through (7) of this Form 3. The Managing Members and the Senior Managing Member disclaim any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16a-1(a) under the '34 Act or otherwise.

11. The amount of securities shown in this row is owned directly by FCP, FCIP, FCIP II, FCIP III, Tinicum and FCOI II (collectively, the "Partnerships"). As the general partner to each of the Partnerships, FPLLC may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16a-1(a) under the '34 or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Partnerships.

12. The amount of securities shown in this row is owned directly by an entity (the "Managed Entity") managed by Farallon Capital Management, L.L.C. ("FCMLLC"). FCMLLC, as manager to such entity, may be deemed to be the beneficial owner of the Issuer's securities held by such entity. FCMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the '34 Act or otherwise.

13. The amount of securities shown in this row is owned directly by either the Partnerships or the Managed Entity. Each of the Managing Members and the Senior Managing Member, as either a managing member or the senior managing member of FPLLC and FCMLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Partnerships as referenced in footnotes (3) through (8) of this Form 3 and by the Managed Entity as referenced in footnote (12) of this Form 3. The Managing Members and the Senior Managing Member disclaim any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16a-1(a) under the '34 Act or otherwise.

14. The notes are exchangeable at any time prior to the close of business on the business day preceding any redemption of the notes or the second business day preceding the stated maturity date, August 15, 2025.

15. The notes are convertible at the Company's option either for the number of shares of common stock listed in Table II or for cash, or a combination thereof.

16. Subject to adjustment.

17. The securities reported herein were omitted from the reporting persons' original Form 3, filed on October 2, 2006.

	/s/ Monica R. Landry, on her own behalf and as attorney-in-fact and/or authorized signer for each of FCMLLC, William F. Mellin, Stephen L. Millham, Jason E. Moment, Rajiv A. Patel, Derek C. Schrier, Thomas F. Steyer and Mark C. Wehrly	01/10/2007
	.	01/10/2007
	.	01/10/2007
	.	01/10/2007
	.	01/10/2007
	.	01/10/2007
	.	01/10/2007
	.	01/10/2007
	.	01/10/2007
	** 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).
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