SecProbe.io

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MAIL STOP 3628

August 1, 2005

By Facsimile (214) 969-5100 and U.S. Mail

William S. Friedman
Chief Executive Officer
Tarragon Corporation
1775 Broadway, 23rd Floor
New York, New York 10019

Re:  	Tarragon Corporation
	Schedule TO-I
      Filed on July 18, 2005
	File No. 005-54669

Dear Mr. Friedman:

      We have the following comments on the above referenced
filing. Please understand that the purpose of our review process
is to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone number listed
at the end of this letter.

Schedule TO-I
General

1. We note that holders of $1,000 principal amount of convertible
notes will receive 81.6993 shares of your common stock, $50.00 in
cash and accrued and unpaid interest up to the expiration date of
the offer.  Please disclose the cash amount of the accrued and unpaid
interest anticipated to be paid if the offer ends, as expected, on
August 15, 2005.

2. Please explain in your response letter why you have not
provided the pro forma financial information required by Item 1010(b)
of Regulation M-A.  We may have additional comments after reviewing
your response.

Offer to Convert
Summary of the Offer to Convert, page 1

3. You disclose throughout your document, including but not
limited to pages 3, 4, 7, 10 and 33 that you "expressly reserve the
right to terminate the offer to convert, in your sole and absolute
discretion, at any time prior to the completion of the Offer to
Convert."  Please be advised that you may terminate the offer only
if one of the listed offer conditions so permits.  In this regard,
since you do not reference the occurrence of any listed offer condition,
this language seems to inappropriately imply that you may terminate the
offer at will, in your sole discretion, and for any reason.  Please
confirm your understanding and revise the disclosure throughout your
offering circular.

4. We note that you will issue the shares of your common stock and
the cash portion of the consideration promptly after acceptance of
the convertible notes for conversion.  We also note that the
payment of the cash portion of the consideration will be administered
by the conversion agent "as promptly as practicable.  Please reconcile
your disclosure.  Note that Rules 13e-4(f)(5) and 14e-1(c) requires
Tarragon to exchange all notes tendered "promptly" after the
expiration date.  See Exchange Act Release 43069, July 31, 2000,
for additional guidance concerning an interpretation of what
timeframe is considered prompt.  Please revise this and similar
language throughout the document.  Alternatively, explain the basis
for your belief that your disclosure is consistent with the prompt
payment requirement.

5. We refer you to the disclosure regarding the United States
Federal Income Tax Consequences.  Please revise your disclosure here
and throughout the document to explain why you believe that the tax
treatment of this transaction is uncertain.  Also, to the extent
possible, your disclosure should provide an explanation of the
degree of the uncertainty regarding the tax treatment of this
exchange.

Acceptance of the Convertible Notes, page 4

6. In the first sentence of the last paragraph on page 4, you refer
to a situation where you may decide "for any reason" not to accept
some or all of a security holder`s tendered notes.  See comment 3
above regarding impermissible illusory offers.  You may elect not
to accept tendered securities only because (i) an offer condition
has been triggered and the offer has been terminated or (ii) the
tender is defective.  Please revise.

The Offer to Convert, page 31

Extension, Delay in Acceptance Amendment or Termination, page 32

7. We note that you reserve the right to "delay the acceptance for
conversion of any convertible notes tendered pursuant to the offer
to convert regardless of whatever (sic) any convertible notes were
previously accepted for conversion."  This language is qualified
by the disclosure in the first paragraph on page 33, but the seeming
contradiction makes less than clear those circumstances to which
you refer in the quoted language above.  Please note that payment
may only be delayed in anticipation of governmental regulatory
approvals, not to effect general legal compliance.  Also, you may
not delay payment while you wait to satisfy all offer conditions.
In this regard, your condition must be satisfied or waived as of
the expiration of the offer.  Please revise your disclosure or
otherwise advise of the basis for your belief that you may delay
the acceptance of your convertible notes.

8. Refer to the last comment above.  Explain how you could accept
some but not all tendered notes.  Are you referring to notes with
defects in tender?  If so, explain why you would acceptance of
such notes rather than simply rejecting them.  We may have further
comments.

Conditions to the Offer to Convert, page 33

9. We refer you to the disclosure in the last sentence of the last
paragraph of this section that your failure at any time to
exercise any of the offer conditions will not be deemed a waiver of
such conditions. This language suggests that even once a condition is
triggered, the company can decide whether it is advisable to
proceed with the offer.  We agree.  However, when a condition is
triggered and the company decides to proceed with the offer anyway,
we believe that this constitutes a waiver of the triggered condition(s).
You may not rely on this language to tacitly waive a condition of the
Offer by failing to assert it.  Please revise.

10. While you may condition your tender offer on any number of
conditions, those conditions must be clearly and specifically
described in your offer materials and must be outside of your
control.  We are concerned that some of the listed offer
conditions are so broadly drafted as to potentially render this
offer illusory, and to make it impossible for a security holder to
determine what events or occurrences will allow you to terminate it.
Please generally revise to narrow your conditions, quantifying where
possible.  The following are examples of offer conditions which we
believe are problematic because of their breadth or lack of
specificity; however, these examples are not intended to be an
exhaustive, and we urge you to examine and revise this section
generally:

* The first bullet point in this section refers to "any
determination."  Your condition should contemplate who is
responsible for making this determination and it should provide an
objective criteria to clarify when this offer condition is triggered.
Satisfaction of the offer condition in the sole discretion of the
bidder is the equivalent of a waiver of the offer condition. In
addition, in this bullet point, the word "interruption" appears to
be a typographical error.

* The third bullet point in this section refers to circumstances
that "might prohibit, prevent, restrict or delay consummation of
the offer to convert . . . ."  This condition appears to contain an
excessive subjective element and should be revised appropriately.

* The fourth bullet point refers to a condition that is triggered
when "there has occurred or is likely to occur any material
adverse change to [y]our business, operations, properties, condition,
assets, liabilities, prospects or financial affairs."  This condition
also appears to contain an excessive subjective element.  Additionally,
revise to limit the subjectivity that may trigger this condition.
We note that you may employ your reasonable judgment to determine
whether the condition has occurred.

* The first bullet point under the fifth bullet point refers to
"any merger, acquisition or other business combination proposal for
[you]."  This condition is broadly drafted and suggests that it
may be asserted it under almost any circumstance.  This offer
condition, as currently drafted, also appears to allow you to
terminate the tender offer based on voluntary actions by the bidder.

* The third bullet point under the fifth bullet point references
"any material adverse change in the trading price of [y]our common
stock.. . ."  Your disclosure should quantify the "material adverse
change" in your trading price that will trigger this condition.

Incorporation by Reference, page 54

11. In the first paragraph of this section you disclose that some
information that you file with the commission will automatically
update and supersede the information contained in or incorporated
by reference in this offer.  Also, in the second to last paragraph
of this section, you attempt to "forward incorporate" by reference
all future filings filed with the Commission from the date of this
offer until it is completed.  However, Schedule TO does not
specifically allow you to forward incorporate disclosure in
subsequently filed documents.  In fact, doing so is inconsistent with
the technical requirements of General Instruction F of Schedule TO and
your obligation under Rules 13e-4(c)(3) and 13e-4(e)(3) to amend the
Schedule to reflect a material change in the information
previously disclosed.  If the information provided to shareholders in
the Offer to Purchase materially changes, you are under an obligation
to amend the Schedule TO to update it and to disseminate the new
information to shareholders in a manner reasonably calculated to
inform them about the change.  Please revise the disclosure here in
accordance with this comment.

Letter of Transmittal

12. We note that page 1 of your letter of transmittal requests
that the security holder acknowledge that they have "read the
offering circular."  It is not appropriate to require security holders
to attest to the fact that they "read" the offering circular as such
language effectively operates as a waiver of liability.  Please
delete this and other similar language throughout these materials.

Closing

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the issuer is in possession of all
facts relating to its disclosure, it is responsible for the accuracy
and adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide, in writing, a statement from Tarragon acknowledging that:

* the issuer is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the issuer may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.

      As appropriate, please amend your document in response to
these comments.  You may wish to provide us with marked copies of the
amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.

      Please file your cover letter on EDGAR.  Please understand
that we may have additional comments after reviewing your amendment
and responses to our comments.  In addition, depending upon your
response to these comments, a supplement may need to be sent to
security holders.

      Please direct any questions to me at (202) 551-3456.  You
may also contact me via facsimile at (202) 772-9203.

           					Very truly yours,

          					Jeffrey B. Werbitt
						Attorney-Advisor
						Office of Mergers & Acquisitions

cc: 	James O` Bannon
	Jones Day
	2727 North Harwood Street
	Dallas, Texas 75201

	Kathryn Mansfield
	Executive Vice President
	General Counsel and Secretary
	3100 Monticello Avenue, Suite 200
	Dallas, Texas 75205

	Edward B. Winslow
	Jones Day
	77 West Wacker, Suite 2500
	Chicago, Illinois 60601

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