SecProbe.io

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November 14, 2005

Mail Stop 7010

By U.S. Mail and facsimile to (212) 894-8710

Gerardo de Nicholas Gutierrez
Chief Executive Officer
Homex Development Corp.
c/o CT Corporation System
111 Eighth Avenue, 13th Floor
New York, NY 10011

Re: 	Homex Development Corp.
	Registration Statement on Form F-4
Filed October 18, 2005
	File No. 333-129100

Dear Mr. Gutierrez:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

      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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please correct the Standard Industrial Classification Code
Number
on the cover of your registration statement.  Your SIC Code is
1520.
2. Please amend your registration statement to register the
guarantees as separate securities, and to name all subsidiary
guarantors as co-registrants.  Please include a signature page for
each additional registrant in your next amendment.  In addition,
each
subsidiary guarantor must obtain a CIK number and file the
registration statement on EDGAR as a co-registrant.  Please
contact
our filer support office at 202-551-8200 if you need assistance.

3. Prior to effectiveness, please provide us with a supplemental
letter stating that you are registering the exchange offer in
reliance on the staff`s position enunciated in the Exxon Capital
Holdings Corporation (May 13, 1988), Shearman & Sterling (July 2,
1993), and Morgan Stanley & Co. Incorporated (June 5, 1991) no-
action
letters.  Also include the supplemental representations from
Shearman
& Sterling and Morgan Stanley & Co. Incorporated.  Please be sure
to
file this letter on Edgar.

4. Please confirm supplementally that the expiration date will be
included in the final prospectus disseminated to security holders
and
filed pursuant to the applicable provisions of Rule 424.

5. Since you have published interim financial information for the
period ended September 30, 2005, in your Form 6-K, filed October
27,
2005, please update the financial information in your registration
statement to include this information for the period as required
by
Item 8.A.5 of Form 20-F.  For guidance, you may also refer to
Section
III.C of International Reporting and Disclosure Issues in the
Division of Corporation Finance, found on the Commission`s website
at
www.sec.gov.

6. Please supplementally tell us the composition and terms of your
notes payable to financial institutions at September 30, 2005.

Cover Page

7. As currently represented, the offer could be open for less than
twenty full business days due to the 5:00 p.m. expiration time
instead of an expiration time of midnight on what ultimately may
be
the twentieth business day following commencement.  See Question
and
Answer 8 in Exchange Act Release No. 16623 (March 5, 1980).
Please
confirm that the offer will be open at least through midnight on
the
twentieth business day.  See Rule 14d-1(g)(3).

8. Please revise the inside front cover page of your prospectus to
include the information required by Item 2 to Form F-4.
Specifically, you must state that the prospectus incorporates
important business and financial information about the company
that
is not included in or delivered with the document and state that
to
obtain timely delivery, security holders must request the
information
no later than five business days before the date they must make
their
investment decision.  In addition, state the date by which
security
holders must request this information.  This statement must be
highlighted by print type or otherwise.

Prospectus Summary, page 1

9. We note your summary contains a description of the company`s
strategy that is identical to disclosure appearing later in your
prospectus. In the summary, you are to carefully consider and
identify those aspects of the offering that are the most
significant
and determine how to best highlight those points in clear, plain
language.  If you want to highlight key aspects of your business
strategy, consider listing these in a bullet-point format, with
one
sentence per bullet point. See Item 503(a) of Regulation S-K and
part
IV.C. of SEC Release No. 33-7497.

Summary of Terms of the Exchange Offer, page 6

10. Please provide a brief statement as to the accounting
treatment
of the proposed exchange offer.  See Form F-4, Item 4(a)(5).

Risk Factors, page 19
Risk Factors Related to the Notes and the Exchange Offer, page 26

11. We note the cross-default provisions of your other
indebtedness
in your discussion of the risk presented by a change of control on
page 27 as well as the cross-default and acceleration provisions
of
the Indenture, as discussed on pages 120 and 121.  Please add a
risk
factor to discuss the applicability of cross-default and
acceleration
provisions in your other debt instruments to the Indenture under
which the exchange notes are issued, as well as the company`s
ability
to repay all accelerated indebtedness, including the exchange
notes,
simultaneously.

The Indenture and the Terms of Our Other Indebtedness . . . , page
27

12. If a breach of financial covenants under any of your
indebtedness
is a material risk, please discuss this here or in another
appropriately captioned risk factor.  If you are not in compliance
with the covenants, please disclose the terms you do not meet and
the
potential consequences.

There May Not Be a Liquid Trading Market for the New Notes . . . ,
page 27

13. We note your statement that you "may delist the notes [from
the
Euro MTF] if the provisions of the European Transparency
Obligation
Directive (2003/2004/COD) become unduly onerous or burdensome or
for
other reasons."  Please elaborate upon this statement to disclose
what "other reasons" may cause you to delist from the Euro MTF,
including whether these reasons relate to implementation of the
European Transparency Obligation Directive.

The Exchange Offer, page 30
Terms of the Exchange Offer, page 32

14. We note the disclosure indicating that you will return any old
notes not accepted for exchange "as promptly as practicable" after
expiration or termination of the exchange offer.  Exchange Act
Rule
14e-1(c) requires that you exchange the notes or return the old
notes
"promptly" upon expiration or termination of the offer, as
applicable.  Please revise here and throughout the document, as
necessary.  Similarly revise your Letter of Transmittal.

15. Please revise your prospectus to disclose how termination of
the
exchange offer will affect old notes previously accepted for
exchange.  In this regard, we note disclosure that you reserve the
right to amend or terminate the offer and not accept any old notes
not previously accepted upon the occurrence of any of the
conditions
specified on page 37.  Similar disclosure appears in the second
bullet point under "Expiration Date; Extensions; Amendments" on
page
33.  If the offering is terminated due to the conditions you
reference, it seems that you would return all notes that had been
tendered.

Expiration Date; Extensions; Amendments, page 33

16. You reserve the right to extend the period of time during
which
the exchange offer is open and thereby delay acceptance of
tendered
outstanding notes.  Please clarify in what circumstances you will
delay acceptance and confirm that any such delay will be
consistent
with Rule 14e-1(c).  In addition, if you are referring to the
right
to delay acceptance only due to an extension of the exchange
offer,
so state.

17. Please confirm that, in the case of an extension, the press
release or other public announcement you undertake to make will
disclose the approximate number of Old Notes tendered to date.
See
Securities Exchange Act Rule 14e-1(d).

Procedures for Tendering, page 34

18. We note your statement on page 34 that you reserve the right
to
assert or waive conditions "before or after the expiration date"
and
later, under Conditions on page 37, that you reserve the right to
assert or waive conditions to the exchange offer "in whole or in
part, at any time and from time to time."  All offer conditions,
except those related to the receipt of government regulatory
approvals necessary to consummate the offer, must be satisfied or
waived at or before the expiration of the offer, not merely before
acceptance of the outstanding notes for exchange.  Please revise
the
language here and throughout your prospectus accordingly.

Withdrawal of Tenders, page 36

19. Please revise your statement that notes tendered through the
facilities of the DTC but that are not exchanged will be credited
to
an account maintained with DTC promptly following withdrawal,
rejection of tender, or termination, rather than "as soon as
practicable."

Consequences of Failure to Exchange, page 39

20. Please revise your statement that old notes not exchanged
pursuant to the exchange offer will accrue interest at 6.625% per
annum, as your registration statement otherwise lists the notes at
7.50%.

Use of Proceeds, page 40

21. Briefly expand your disclosure in this section to state the
interest rate and maturity of the indebtedness repaid with the
proceeds of your September 28, 2005 placement of the old notes.
Refer to Instruction 4 to Item 504 of Regulation S-K.

22. Please revise this section to disclose your short-term debt
and
long-term debt in U.S. Dollars as of September 30, 2005, after
giving
effect to the acquisition of Beta and the application of a portion
of
the offering proceeds as discussed.

Unaudited Pro Forma Condensed Combined Financial Information, page
43
and
Unaudited Pro Forma Condensed Combined Financial Statements, page
B-1
General

23. Since you will need to update your financial statements for
the
interim period ended September 30, 2005, please also update your
unaudited pro forma condensed combined statement of operations for
the interim period as required by Rule 11-02(c)(2)(i) of
Regulation
S-X.

Description of the New Notes, page 96

24. Please delete the statement that the description of the
Indenture
does not define an investor`s rights.  This language could be read
to
suggest that investors do not have rights with respect to this
disclosure under the federal securities laws.

Note Guarantees, page 99

25. Please state, if true, the obligations of the guarantors are
joint and several, and full and unconditional.

Depositary Procedures, page 147

26. Please delete the statement that the description of operations
and procedures of DTC, Euroclear, and Clearstream are "provided
solely as a matter of convenience," as this language suggests that
the company does not have full responsibility for its disclosure
under the federal securities laws.  Note that we will not object
to
your statement that you are not responsible for adherence by these
entities to their procedures.

Available Information, page 164

27. Please delete reference to our regional offices in New York
and
Chicago, as public reference rooms are no longer maintained at
those
locations.

Unaudited Pro Forma Condensed Combined Financial Statements
Fair Market Value Adjustments, page B-1

28. You indicate that the fair value of the 22 million shares of
common stock issued in connection with the acquisition of Beta was
Ps
977.6 million (US$90.5 million).  Please provide clarification of
the
measurement date, as well as the market price and exchange rate on
that date.  It does not appear that the information presented is
as
of July 1, 2005, as it seems to indicate by the disclosure
provided.
Please refer to paragraph 22 of SFAS 142 and EITF 99-12 for
guidance
on determination of the measurement date for the market value of
the
common stock issued.  As stated in your Form 6-K for June 2005, it
appears you may have used April 21, 2005, the date on which the
purchase agreement was executed, as the measurement date.  Please
clarify your disclosure and explain to the staff in more detail.

29. Your disclosure of the preliminary purchase price allocation
shows that you have allocated Ps 1,237,141, or approximately 61
percent of the purchase price to goodwill.  Please explain to the
staff in reasonable detail, the procedures and analysis followed
by
the company to assure that all tangible and intangible assets
acquired have been properly identified and valued.  Please refer
to
paragraphs 35 and 36 of SFAS 142.

Unaudited Pro Forma Condensed Combined Statement of Operations,
pages
B-5 and B-6

30. Please provide note references to each of the "adjustments to
conform accounting policies" which provide sufficient detail and
clearly explain the assumptions involved as required by Rule 11-
02(b)(6) of Regulation S-X.

31. Please revise your pro forma statements of operations to
include
historical basic and diluted per share data and pro forma basic
and
diluted per share data.  Also, present the weighted average shares
used to compute the per share data, including an adjustment
representing the common stock issued to Controladora Casas Beta,
S.A.
de C.V. as part of the consideration for the acquisition.  Refer
to
Rule 11-02(b)(7) of Regulation S-X for guidance.

Notes to Unaudited Pro Forma Condensed Combined Financial
Statements,
page B-7
Note (h)

32. Please expand your note reference to disclose the interest
rate
of the bridge loan.

Note (i)

33. Please expand your note reference to disclose how the tax
adjustments were calculated.  Please note that tax effects of pro
forma adjustments normally should be calculated at the statutory
rate
in effect during the periods for which pro forma condensed income
statements are presented.

Signatures

34. Please revise your signature page to indicate the individual
serving as controller or principal accounting officer.  See
Instruction 1 to the signature requirement of Form F-4.

Exhibits
Exhibit 5.1 - Opinion of Milbank, Tweed

35. Please note that we may have comments on this legality opinion
when it is filed.  In this regard, we note that the opinion in
Exhibit 5.2 does not cover the guarantees.  Please ensure that
Milbank`s opinion covers the enforceability of all of the
securities
being registered under New York law.

Exhibit 5.2 - Opinion of Mijares Angoitia Cortes y Fuentes, S.C.

36. Counsel should amend the final paragraph of the opinion letter
to
clarify that investors may also rely on the opinion.

Exhibits 23.3 and 23.4 - Consent of Independent Auditors

37. Each amendment to the registration statement should include
currently dated consents of the independent registered public
accountants.

Exhibit 99.1, Letter of Transmittal

38. Delete the language in the letter of transmittal requiring the
note holder to acknowledge or certify that he/she has "read and
agrees to all terms of the exchange offer."  Similarly delete
language that the note holder "understands" that tenders
constitute a
binding agreement subject to the terms and conditions of the
agreement and that the note holder "recognizes" or is acting with
"full knowledge" with respect to any aspect of the exchange offer.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review