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                             February 17, 2021

       Raymond Gee
       Chief Executive Officer
       MANUFACTURED HOUSING PROPERTIES INC.
       136 Main Street
       Pineville, NC 28134

                                                        Re: MANUFACTURED
HOUSING PROPERTIES INC.
                                                            Offering Statement
on Form 1-A
                                                            Filed January 21,
2021
                                                            File No. 024-11417

       Dear Mr. Gee:

              We have reviewed your offering statement and have the following
comments. In some of
       our comments, we may ask you to provide us with information so we may
better understand your
       disclosure.

              Please respond to this letter by amending your offering statement
and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response. After reviewing any amendment to your offering statement and
the information you
       provide in response to these comments, we may have additional comments.

       Offering Statement on Form 1-A

       General

   1.                                                   We note that you are
seeking to qualify $50 million in this offering of Series C preferred
                                                        stock and that you also
have an ongoing offering of Series B preferred stock and common
                                                        stock. Please reduce
the amount that you are seeking to qualify by the aggregate amount
                                                        of all securities sold
in the prior 12 month period. Please note that the "bonus" common
                                                        stock included in your
offering of Series B preferred stock should be assigned a value for
                                                        purposes of calculating
your available capacity under the Tier 2 threshold. Refer to Rule
                                                        251(a) of Regulation A,
note to paragraph (a) of Rule 251 and General Instruction I to
                                                        Form 1-A for guidance.
   2.                                                   We note that you may
conduct the share repurchase program during the offering period of
                                                        the shares being
qualified in this offering circular. Please be advised that you are
                                                        responsible for
analyzing the applicability of Regulation M to your share repurchase
 Raymond Gee
FirstName LastNameRaymond
MANUFACTURED      HOUSINGGee
                          PROPERTIES INC.
Comapany17,
February  NameMANUFACTURED
            2021             HOUSING PROPERTIES INC.
February
Page 2 17, 2021 Page 2
FirstName LastName
         program. We urge you to consider all the elements of your share
repurchase program in
         determining whether the program is consistent with the class relief
granted by the Division
         of Market Regulation in the class exemptive letter granted Alston &
Bird LLP dated
         October 22, 2007. To the extent you have questions as to whether the
program is entirely
         consistent with that class exemption you may contact the Division of
Trading and
         Markets.
3.       Please be advised that you are responsible for analyzing the
applicability of the tender
         offer rules to your share repurchase program, including Regulation
14E, which would
         apply to any tender offer for securities issued pursuant to the
Regulation A exemption. To
         the extent you have questions about the tender offer rules, you may
contact the Division   s
         Office of Mergers and Acquisitions at 202-551-3440.
4.       We note your disclosure that the Series C preferred stock being
offered will rank pari
         passu with the Series A and Series B preferred stock with the Series C
preferred stock
         receiving a "liquidation preference." Please clarify how the Series C
may receive a
         liquidation preference while still ranking pari passu with the other
two series. In addition,
         we note that the Series B preferred stock also being offered pursuant
to Regulation A
         has voting rights to the extent you authorize or issue a class of
equity securities that would
         rank senior to the Series B in distributions or liquidation. Please
clarify if you received
         the approval of the Series B preferred stockholders for the issuance
of the Series C
         preferred stock or explain to us why approval was not required.
The Offering
Closings of the offering, page 7

5.       We note your disclosure that there may be no closing. It does not
appear that you have a
         minimum offering amount. Therefore, it is unclear why money would be
held in escrow
         until the offering is terminated. Please revise your disclosure as
appropriate. To the
         extent you have a minimum offering amount, please revise your cover
page to disclose the
         minimum offering amount.
Description of Securities
Series C Preferred Stock, page 45

6.       We note your disclosure that, prior to the initial closing, you will
file a certificate to
         establish the Series C preferred stock. It therefore does not appear
you will have a
         sufficient number of authorized shares to conduct this offering at the
time of
         qualification. Please explain why you do not intend to take the
necessary steps to
         authorize the issuance of the Class C preferred stock until the
initial closing of this
         offering.

       We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
 Raymond Gee
MANUFACTURED HOUSING PROPERTIES INC.
February 17, 2021
Page 3

qualification.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

       You may contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Erin E. Martin at 202-551-3391 with
any other
questions.



                                                           Sincerely,
FirstName LastNameRaymond Gee
                                        Division of Corporation Finance
Comapany NameMANUFACTURED HOUSING PROPERTIES INC.
                                        Office of Real Estate & Construction
February 17, 2021 Page 3
cc:       Louis A. Bevilacqua, Esq.
FirstName LastName