SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* QUIGLEY JOHN G (Last) (First) (Middle) 22 CHAMBERS STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AFFORDABLE RESIDENTIAL COMMUNITIES INC [ ARC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/18/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01 per share	02/18/2004		S		397,035	D	$17.8125	1,763,680	I	By Nassau Capital L.L.C.(1)
Common Stock, par value $.01 per share								3,577	I	By NAS Partners I L.L.C.(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* QUIGLEY JOHN G (Last) (First) (Middle) 22 CHAMBERS STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NAS PARTNERS I LLC (Last) (First) (Middle) 22 CHAMBERS STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NASSAU CAPITAL LLC (Last) (First) (Middle) 22 CHAMBERS STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NASSAU CAPITAL FUNDS LP (Last) (First) (Middle) 22 CHAMBERS STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NASSAU CAPITAL PARTNERS II LLP (Last) (First) (Middle) 22 CHAMBERS STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The 1,763,680 shares that Mr. Quigley may be deemed to beneficially own are held indirectly through his affiliations with Nassau Capital L.L.C. and NAS Partners I L.L.C. Nassau Capital L.L.C. may be deemed to beneficially own 1,763,680 shares indirectly as the sole general partner for each of Nassau Capital Partners II L.P., which directly holds 575,368 shares, and Nassau Capital Funds L.P., which directly owns 1,188,312 shares after selling 397,035 shares in the Company's initial public offering on February 18, 2004. NAS Partners I L.L.C. directly holds 3,577 shares. Each of Nassau Capital L.L.C., Nassau Capital Funds L.P., Nassau Capital Partners II L.P., NAS Partners I L.L.C. and Mr. Quigley disclaims beneficial ownership of shares reported herein, except to the extent of a pecuniary interest therein or to the extent shares are held directly.

Remarks:

This report is filed jointly by John G. Quigley, Nassau Capital L.L.C., Nassau Capital Funds L.P., Nassau Capital Partners II L.P. and NAS Partners I L.L.C. Mr. Quigley is a managing member of Nassau Capital L.L.C. which is the sole general partner of each of Nassau Capital Funds L.P. and Nassau Capital Partners II L.P. Mr. Quigley is also a managing member of NAS Partners I L.L.C.

	/s/ Scott Gesell, Attorney in fact	02/20/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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