SecProbe.io

July 14, 2015

Via E -mail
Charles Merdian
Chief Financial Officer
LGI Homes, Inc.
1450 Lake Robbins Drive, Suite 430
The Woodlands, T X 77380

 Re: LGI Homes, Inc.
  Registration Statement on Form S -3
  Filed July 2, 2015
  File No. 333 -205492

Dear M r. Merdian :

 We have limited our review of your registration statement to those issues we have
addressed in our 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 registration statement and providing the
requested information.  Where 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 registration statement and the information you
provide in response to these comments, we may have additional comments.

The Subsidiary Gua rantors, page 4

1. We note your disclosure that the debt securities offered and sold pursuant to this
prospectus may be guaranteed by one or more subsidiary guarantors.  Rule 3 -10 of
Regulation S -X requires every guarantor of a registered security to file th e financial
statements required for a registrant by Regulation S -X, unless an appropriate exemption
applies.  Your prospectus includes neither the financial statements of your subsidiary
guarantors nor the footnote presenting condensed consolidating financ ial information for
your guarantors in your financial statements allowed by Rule 3 -10(f) of Regulation S -X.
Please revise.

Description of Purchase Contracts, page 22

2. We note your disclosure that you may issue purchase contracts for the purchase or sal e of
“debt or equity securities issued by … third parties.”  Please note that even if you have an

Charles Merdian
LGI Homes, Inc.
July 14, 2015
Page 2

 exemption available for the offer and sale of securities of third parties, you must provide
information, possibly including financial statement and non -financ ial statement
disclosures, about the issuer of the underlying securities in your registration statement.
For further guidance, please see our Securities Act Sections C&DI paragraph 203.03 and
the Staff’s no -action letter Morgan Stanley & Co., Incorporated  (June 24, 1996).  If you
wish to include the third party securities, please give us your analysis why registration
under the Securities Act is not required.  If you do not wish to offer third party securities
underlying purchase contracts, please remove t hese references from the prospectus.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effecti ve, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full r esponsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

Charles Merdian
LGI Homes, Inc.
July 14, 2015
Page 3

 Please contact David Korvin, Staff Attorney at 202 -551-3236 or Craig Slivka, Special
Counsel  at 202 -551-3729  with any questions.

Sincerely,

        /s/ Craig Slivka, for

        Pamela Long
Assistant Director

cc: Via E -mail
Timothy Taylor , Esq.
 Baker Botts  LLP