Sec Form 4 Filing - HACK RANDALL @ AFFORDABLE RESIDENTIAL COMMUNITIES INC - 2004-12-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HACK RANDALL 2. Issuer Name and Ticker or Trading Symbol AFFORDABLE RESIDENTIAL COMMUNITIES INC [ ARC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 600 GRANT STREET, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2004 (Street) DENVER, CO80203 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/01/2004 S 235,912 D $ 12.6 575,368 I Nassau Capital L.L.C. ( 1 ) Common stock par value $.01 per share 3,577 I NAS Partners I L.L.C. ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owner s Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HACK RANDALL 600 GRANT STREET, SUITE 900 DENVER, CO80203 X Signatures Randall A. Hack 12/02/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )811,280 of the shares that Mr. Hack may be deemed to beneficially own are held indirectly through his affiliation with Nassau Capital L.L.C. of which he is a managing member. Nassau Capital Funds L.L.C. may be deemed to beneficially own 575,368 shares indirectly as the general partner for each of Nassau Capital Partners II LP, which holds 575,368 shares and Nassau Capital Funds, LP which holds 0 shares, after the sales reported on this form of 235,912 shares. Mr. Hack disclaims beneficial ownership of the shares reported herein, except to the extent of a pecuniary interest therein. ( 2 )3577 of the shares Mr. Hack may be deemed to beneficially own are held indirectly through his affiliation with NAS Partners I L.L.C. of which he is the managing member.

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 4(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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