SecProbe.io

October 3, 2013

Via E -mail

Eric Lipar
Chief Executive Officer
LGI Homes, Inc.
1450 Lake Robbins Drive, Suite 430
The Woodlands, Texas, 77380

Re: LGI Homes, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed  September 30, 2013
  File No. 333 -190853

Dear Mr. Lipar :

Please respond to this letter by providing the requested information and submitting an
amended registration statement .  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 the information you provide in response to these  comments  and your
amended regis tration statement,  we may have  additional comments.

General

1. We note your disclosure that you face competition from certain private homebuilders in
certain of your markets.  Please clarify, at appropriate places throughout the prospectus,
in which markets you face which class of competitors.

Explanatory Note, page iii

2. We note your statement here that “we,” “us,” “our” or similar terms, when used in the
present tense or prospectively refer to the Predecessor and the LGI/GTIS Joint Ventures.
Please  revise this statement, as it does not appear that you use the term in this manner in
your prospectus when speaking the present tense, and please refrain from the using the
term in this manner, as it is unnecessarily confusing for investors.

Summary, page  one

3. Please advise as to what consideration was given to using a phrase other than “on a pro
forma basis for the Transactions” to indicate that the data you are referring to includes the

Eric Lipar
LGI Homes, Inc.
October 3, 2013
Page 2

 LGI/GTIS Joint Ventures.  The phrase “for the Transactions” is uncle ar, particularly in
the portion of your prospectus preceding any discussion of the Transactions (that is,
before page eight).

4. Please refer to comment six of our letter date d September 11, 2013.  Your summary and
Business sections continue to be highly unb alanced.  For example, despite having noted
that you face intense competition from both local and national homebuilders you never
mention these companies other than to note your strong financial performance relative to
them.  While you emphasize affordable  locations, you do not make apparent the distance
of your locations from urban centers.  You emphasize your “proven ability to expand into
new geographic markets, but you have only recently entered markets outside of Texas
and Phoenix.  Please note that th ese examples are not exclusive.   Please ensure that your
disclosure presents a full and balanced presentation of your strengths, weaknesses, and
the risks that your business faces both as a whole and in each of its markets, particularly
in light of your co ntinued expansion plans.

Unaudited Pro Forma Financial Information, page 49

5. We note your response to prior comment 11.  Please expand your pro forma Note (f) to
fully explain the nature of preferential return and how such amount was determined.

Notes t o Unaudited Pro Forma Balance Sheet, page 54

6. We refer you to Note (h) to your pro forma balance sheet.  Please separately quantify the
amount of the net deferred tax liability related to warranty reserves and property and
equipment and your conversion to  a taxable entity.  Please fully explain the nature of the
adjustment related to warranty reserves.  In this regard, as discussed in Note (k), we note
the $.7 million pro forma adjustment to accrued expenses and other liabilities relates to
the settlement of accrued liabilities for management and executive bonuses.

7. We refer you to Note (i) to your pro forma balance sheet and your intention to make a
$4.5 million cash distribution to the equity owners of the entities comprising your
predecessor for estimat ed income taxes on the results of operations for the period from
January 1, 2013 through the closing of this offering.  Please revise your pro forma
balance sheet to reflect a pro forma adjustment to accrue for this payment or tell us why
this is not neces sary.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, age
66

Overview, page 66

8. We note the disclosure you have added to page 68 in response to comment 18 of our
letter dated September 11, 2013.  Please disclose t he source of funding for your material

Eric Lipar
LGI Homes, Inc.
October 3, 2013
Page 3

 capital commitments as well as the fact that you have not yet generated revenues in these
markets.

Our Business, page 139

Backlog, page 151

9. We note the qualification in the final sentence of the second to last paragraph under this
heading.  Please advise as to the imprecision and qualitative factors that you refer to.

Certain Relationships and Related Party Transactions, page 167

10. We re -issue  comment 25 of our letter dated September 11, 2013.  Please disclose Mr.
Vahradian’s interest in the GTIS transaction.  We note that your response to our comment
implies that disclosure is not required because Mr. Vahradian’s interest is not “direct”;
please note that Item 404(a)(4) of Regulation S -K requires disclosure of the approximate
dollar amount of the related person’s direct or indirect material interest.

You may contact Tracey McKoy at (202)551 -3772 or Jeanne Baker at (202)551 -3691 if
you have que stions regarding comments on the financial statements and related matters.  Please
contact Leland Benton  at (202)551 -3791 or Craig Slivka  at (202)551 -3729 with any other
questions.

Sincerely,

 /s/ Craig E. Slivka, for

Pamela A. Long
Assistant Director

CC: Via E -mail
 Norman Miller, Esq.
 Winstead PC