SecProbe.io

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 September 9, 2025

Charles Merdian
Chief Financial Officer
LGI Homes, Inc.
1450 Lake Robbins Drive, Suite 430
The Woodlands, Texas 77380

 Re: LGI Homes, Inc.
 Form 10-K for the year ended December 31, 2024
 Filed on February 26, 2025
 Form 8-K filed on February 25, 2025
 File No. 001-36126
Dear Charles Merdian:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
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</DOCUMENT>

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 Document LGI HOMES, INC. 1450 Lake Robbins Drive, Suite 430 The Woodlands, Texas 77380 September 5, 2025 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ameen Hamady Shannon Menjivar Re: LGI Homes, Inc.      Form 10-K for the year ended December 31, 2024      Filed on February 26, 2025 Form 8-K filed on February 25, 2025     File No. 001-36126 Ladies and Gentlemen: Set forth below please find the responses of LGI Homes, Inc., a Delaware corporation (the “ Company ”), to comments received from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) by letter dated August 27, 2025 (the “ Comment Letter ”), with respect to the above referenced Form 10-K for the fiscal year ended December 31, 2024, and Form 8-K filed with the Commission on February 25, 2025. For your convenience, our responses correspond to the captions and numbering included in the Comment Letter and are prefaced by the text of the Staff’s comments in italicized text. Form 8-K filed on February 25, 2025 Balance Sheet Highlights, page 2 1. We note that you present, net debt to capitalization of 41.2%. Please reconcile net debt to the appropriate GAAP figure. In addition, ensure that you present for each applicable period a ratio calculated using the most directly comparable GAAP measures. See Item 10(e)(1)(i)(A) and (B) of Regulation S-K and Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Response     We acknowledge the Staff’s comment and will revise our disclosure in future filings to provide a reconciliation of net debt to the most directly comparable GAAP measure, total debt (notes payable), and net debt to capital ratio to the most directly comparable GAAP measure, debt to capital ratio. Additionally, for each period presented, we will include the comparable GAAP-based ratio to ensure alignment with Item 10(e)(1)(i)(A) and (B) of Regulation S-K and related Compliance and Disclosure Interpretations guidance. An example of our revised disclosure format is as follows: Net Debt to Capital Ratio Reconciliation The following table reconciles net debt to capital ratio (a non-GAAP financial measure) to debt to capital ratio, which is the GAAP financial measure that our management believes to be most directly comparable (dollars in thousands):   Year Ended December 31,    2024 2023 Total debt (Notes payable) $ 1,481  $ 1,248  Total equity 2,037  1,856  Total capital 3,518  3,104  Debt to capital ratio 42.1  % 40.2  % Total debt (Notes payable) 1,481  1,248  Less: Cash and cash equivalents 53  49  Net debt 1,428  1,199  Total equity 2,037  1,856  Total net capital 3,465  3,055  Net debt to capital ratio (1) 41.2  % 39.2  % (1) Net debt to capital ratio is calculated as net debt (which is total debt minus cash and cash equivalents) divided by net debt plus total equity. Full Year 2025 Outlook, page 2 (1) We note that you disclose full year 2025 guidance for the non-GAAP measure, Adjusted Gross Margin percentage, without providing a reconciliation to the most directly related GAAP measure. In future filings, please include such reconciliation or, alternatively, provide a statement that the information could not be presented without unreasonable efforts under Item 10(e)(1)(i)(B) of Regulation S-K. Refer also to Questions 102.10 of the C&DIs for Non-GAAP Financial Measures. Response     We acknowledge the Staff’s comment and will provide the following explanation in future filings. “Gross margin % of 23.2% - 24.2% adjusted for estimated capitalized interest and estimated purchase accounting of 2.25% - 2.75%, which results in an adjusted gross margin % of 25.5%. - 27.0%.” * * * * * If you have any questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Tim Taylor of Baker Botts L.L.P. at (713) 229-1184 or Charles Merdian, the Company’s Chief Financial Officer and Treasurer, at (281) 362-8998, ex. 2535. Very truly yours, LGI HOMES, INC. By:  /s/ Charles Merdian Name: Charles Merdian Title: Chief Financial Officer and Treasurer cc: Eric T. Lipar, LGI Homes, Inc. Scott Garber, LGI Homes, Inc. Lisa Marchino, LGI Homes, Inc. Timothy S. Taylor, Baker Botts L.L.P. Lakshmi Ramanathan, Baker Botts L.L.P.

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 August 27, 2025

Charles Merdian
Chief Financial Officer
LGI Homes, Inc.
1450 Lake Robbins Drive, Suite 430
The Woodlands, Texas 77380

 Re: LGI Homes, Inc.
 Form 10-K for the year ended December 31, 2024
 Filed on February 26, 2025
 Form 8-K filed on February 25, 2025
 File No. 001-36126
Dear Charles Merdian:

 We have reviewed your filings and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 8-K filed on February 25, 2025
Balance Sheet Highlights, page 2

1. We note that you present, net debt to capitalization of 41.2%. Please
reconcile net
 debt to the appropriate GAAP figure. In addition, ensure that you
present for each
 applicable period a ratio calculated using the most directly comparable
GAAP
 measures. See Item 10(e)(1)(i)(A) and (B) of Regulation S-K and Question
102.10 of
 the Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
Full Year 2025 Outlook, page 2

2. We note that you disclose full year 2025 guidance for the non-GAAP
measure,
 Adjusted Gross Margin percentage, without providing a reconciliation to
the most
 directly related GAAP measure. In future filings, please include such
reconciliation
 or, alternatively, provide a statement that the information could not be
presented
 without unreasonable efforts under Item 10(e)(1)(i)(B) of Regulation
S-K. Refer also
 to Questions 102.10 of the C&DIs for Non-GAAP Financial Measures.
 August 27, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at
202-551-
3856 if you have questions regarding comments on the financial statements and
related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
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September 13, 2018
Charles Merdian
Chief Financial Officer
LGI Homes, Inc.
1450 Lake Robbins Drive
Suite 430
The Woodlands, Texas 77380
Re:LGI Homes, Inc.
Form 10-K for Fiscal Year Ended December 31, 2017
Filed February 27, 2018
File No. 001-36126
Dear Mr. Merdian:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

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		Document

LGI HOMES, INC.

1450 Lake Robbins Drive, Suite 430

The Woodlands, Texas 77380

September 11, 2018

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tracey Houser, Staff Accountant

Office of Manufacturing and Construction

Re:  LGI Homes, Inc.

Form 10-K for Fiscal Year Ended December 31, 2017

Filed February 27, 2018

Response filed August 28, 2018

File No. 001-36126

Ladies and Gentlemen:

Set forth below please find the response of LGI Homes, Inc., a Delaware corporation (the “Company”), to a comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 30, 2018 (the “Comment Letter”), with respect to the above referenced Form 10-K for the fiscal year ended December 31, 2017, filed with the Commission on February 27, 2018. For your convenience, our response corresponds to the captions and numbering included in the Comment Letter and is prefaced by the text of the Staff’s comment in italicized text.

Form 10-K for Fiscal Year Ended December 31, 2017

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations

Results of Operations, page 32

1.

 While we understand that your business model focus may be different from your competitors, it remains unclear why the homebuilding backlog data that you provide at the consolidated level would not also be useful information for investors at the reportable segment level. To the extent that the information is readily available, please provide the homebuilding backlog data at the reportable segment level in addition to the consolidated level.

Response

The Company acknowledges the Staff’s comment concerning providing our homebuilding backlog data at the operating segment level. As discussed on our telephone call with the Staff on September 6, 2018, we hereby confirm that while we report our homebuilding backlog data at the consolidated level, we currently do not provide or use backlog data at any level of management for the assessment of our business, including our operating segment level.

* * * * *

If you have any questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Tim Taylor of Baker Botts L.L.P. at (713) 229-1184 or Charles Merdian, the Company’s Chief Financial Officer and Treasurer, at (281) 362-8998, ex. 2535.

Very truly yours,

LGI HOMES, INC.

By:

  /s/ Charles Merdian

 Name: Charles Merdian

 Title: Chief Financial Officer and Treasurer

cc:

 Eric T. Lipar, LGI Homes, Inc.

 Scott Garber, LGI Homes, Inc.

 Marta Cazares, LGI Homes, Inc.

 Timothy S. Taylor, Baker Botts L.L.P.

 Lakshmi Ramanathan, Baker Botts L.L.P.

August 30, 2018
Charles Merdian
Chief Financial Officer
LGI Homes, Inc.
1450 Lake Robbins Drive
Suite 430
The Woodlands, Texas 77380
Re:LGI Homes, Inc.
Form 10-K for Fiscal Year Ended December 31, 2017
Filed February 27, 2018
Response filed August 28, 2018
File No. 001-36126
Dear Mr. Merdian:
            We have reviewed your August 28, 2018 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 14, 2018 letter.
Form 10-K for Fiscal Year Ended December 31, 2017
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 32
1.While we understand that your business model focus may be different from your
competitors, it remains unclear why the homebuilding backlog data that you provide at the
consolidated level would not also be useful information for investors at the reportable
segment level.  To the extent that the information is readily available, please provide the

 FirstName LastNameCharles Merdian
 Comapany NameLGI Homes, Inc.
 August 30, 2018 Page 2
 FirstName LastName
Charles Merdian
LGI Homes, Inc.
August 30, 2018
Page 2
homebuilding backlog data at the reportable segment level in addition to the consolidated
level.
            You may contact Tracey Houser, Staff Accountant, at (202) 551-3736, or Jeanne
Baker, Assistant Chief Accountant, at (202) 551-3691, if you have questions regarding
comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

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		Document

LGI HOMES, INC.

1450 Lake Robbins Drive, Suite 430

The Woodlands, Texas 77380

August 28, 2018

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tracey Houser, Staff Accountant

Office of Manufacturing and Construction

Re:  LGI Homes, Inc.

Form 10-K for Fiscal Year Ended December 31, 2017

Filed February 27, 2018

File No. 001-36126

Ladies and Gentlemen:

Set forth below please find the response of LGI Homes, Inc., a Delaware corporation (the “Company”), to a comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission by letter dated August 14, 2018 (the “Comment Letter”), with respect to the above referenced Form 10-K for the fiscal year ended December 31, 2017, filed with the Commission on February 27, 2018 (the “2017 Form 10-K”). For your convenience, our response corresponds to the captions and numbering included in the Comment Letter and is prefaced by the text of the Staff’s comment in italicized text.

Form 10-K for Fiscal Year Ended December 31, 2017

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations

Results of Operations, page 32

1.

 We note that you have expanded your reportable segments to include your six operating segments. Please consider providing the homebuilding data presented on page 37 for each of your operating segments in order to allow an investor to better understand and analyze your reported and future operating results and financial condition. In addition, we note a discussion of your monthly absorption rates during your earnings conference calls. Please also consider providing this data at your operating segment level. Refer to Item 303(a)(3) of Regulation S-K along with Section 501.12.b.1. of the Financial Reporting Codification for guidance.

Response

We have considered providing the homebuilding data presented on page 37 of the 2017 Form 10-K for each of our operating segments in order to allow an investor to better understand and analyze our reported and future operating results and financial condition, as well as, providing monthly absorption by our operating segment level.  Based on our review and consideration of Item 303(a)(3) of Regulation S-K with Section 501.12.b.1. of the Financial Reporting Codification for guidance, we respectfully do not believe such disclosure is material to our investors or potential investors, or is helpful in understanding our results of operations, as explained below.

•

 Our operating model focuses primarily on move-in ready homes and, as such, we believe that the relevance of our backlog data is generally short-term in nature and not indicative of our future expected closings unlike others within the homebuilding industry, which typically have lengthy backlogs due to building homes with specific customer preferences.

•

 We have disclosed key financial metrics at the operating segment level that we believe are material to our investors or potential investors and helpful in understanding our results of operations within our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). The key metrics we include at the operating segment level are home sales revenue, homes closed, average sales price and community count.

•

 In addition, we do not manage our business using backlog data at the operating segment level.

For the aforementioned reasons, we do not believe that including backlog data by operating segment in our MD&A will provide our investors or potential investors with a better understanding of our business model and results of operations.

The Company acknowledges the Staff's comment concerning providing monthly absorption rates at the operating segment level. We confirm to the Staff, that we currently intend to provide the average monthly absorption rates by operating segment for comparable periods presented in our future Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, commencing with our Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.

* * * * *

If you have any questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Tim Taylor of Baker Botts L.L.P. at (713) 229-1184 or Charles Merdian, the Company’s Chief Financial Officer and Treasurer, at (281) 362-8998, ex. 2535.

Very truly yours,

LGI HOMES, INC.

By:

  /s/ Charles Merdian

 Name: Charles Merdian

 Title: Chief Financial Officer and Treasurer

cc:

 Eric T. Lipar, LGI Homes, Inc.

 Scott Garber, LGI Homes, Inc.

 Marta Cazares, LGI Homes, Inc.

 Timothy S. Taylor, Baker Botts L.L.P.

 Lakshmi Ramanathan, Baker Botts L.L.P.

August 14, 2018
Charles Merdian
Chief Financial Officer
LGI Homes, Inc.
1450 Lake Robbins Drive
Suite 430
The Woodlands, Texas 77380
Re:LGI Homes, Inc.
Form 10-K for Fiscal Year Ended December 31, 2017
Filed February 27, 2018
File No. 001-36126
Dear Mr. Merdian:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  We may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2017
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 32
1.We note that you have expanded your reportable segments to include your six operating
segments.  Please consider providing the homebuilding data presented on page 37 for each
of your operating segments in order to allow an investor to better understand and analyze
your reported and future operating results and financial condition.  In addition, we note a
discussion of your monthly absorption rates during your earnings conference calls.  Please
also consider providing this data at your operating segment level.  Refer to Item 303(a)(3)
of Regulation S-K along with Section 501.12.b.1. of the Financial Reporting Codification

 FirstName LastNameCharles Merdian
 Comapany NameLGI Homes, Inc.
 August 14, 2018 Page 2
 FirstName LastName
Charles Merdian
LGI Homes, Inc.
August 14, 2018
Page 2
for guidance.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Tracey Houser, Staff Accountant, at (202) 551-3736, or Jeanne Baker,
Assistant Chief Accountant, at (202) 551-3691 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

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		CORRESP

LGI HOMES, INC.

1450 Lake Robbins Drive, Suite 430

The Woodlands, Texas  77380

August 18, 2015

BY EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Division of Corporation Finance

Re:

 Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (Registration Statement No. 333-205492)

Ladies and Gentlemen:

LGI Homes, Inc. (the “Company”) hereby requests that pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the effectiveness of its Registration Statement on Form S-3 (Registration Statement No. 333-205492) be accelerated so that the Registration Statement will become effective on August 21, 2015, at 4:00 p.m., Eastern time, or as soon thereafter as practicable.

In connection with making this request, the Company acknowledges that:

•should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, 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 responsibility 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.

Very truly yours,

LGI HOMES, INC.

By:    /s/    Charles Merdian

       Charles Merdian

    Chief Financial Officer

CORRESP
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		CORRESP

LGI HOMES, INC.

1450 Lake Robbins Drive, Suite 430

The Woodlands, Texas  77380

August 18, 2015

BY EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention:  Pamela Long

Assistant Director

RE:    LGI Homes, Inc.

Amendment No. 1 to Registration Statement on Form S-3

Filed July 30, 2015

File No. 333-205492

Ladies and Gentlemen:

Set forth below please find the response of LGI Homes, Inc., a Delaware corporation (the “Company”), to a comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated August 11, 2015 (the “Comment Letter”), with respect to Amendment No. 1 to Registration Statement on Form S-3 filed with the Commission by the Company on July 30, 2015, File No. 333-205492 (the “Registration Statement”).  For your convenience, our response is prefaced by the text of the Staff’s comment in italicized text.

Exhibit 5.1 ─ Legal Opinion

1.

 We note that with respect to the debt securities and guarantees, the legal opinion provided is limited to the laws of New York and Delaware, but that you also have subsidiary guarantors organized under the laws of the additional states of Texas, Arizona, Florida, Georgia, New Mexico, South Carolina, Colorado, North Carolina, Washington, and Tennessee. Note that counsel must consider the law of the jurisdiction under which the registrant is organized in order to provide the binding obligation opinion. Please confirm that you will file with any prospectus supplement binding obligation opinions based on the respective state laws that each co-registrant is organized under. If these jurisdictions are outside counsel’s area of expertise, then you may engage local counsel to provide the opinion that the registrant(s) is validly existing, has the power to create the obligation and has taken the required steps to authorize entering into the obligation under the law of the jurisdiction of organization. Confirm as well that any relevant opinion will add LGI Homes - Tennessee, LLC to Schedule I. Please see Section II.B.1.e of Staff Legal Bulletin No. 19 for more information.

United States Securities and Exchange Commission

Page 2

We hereby confirm that binding obligation opinions based on the respective state laws that each co-registrant is organized under will be filed with the Commission with or prior to the filing of any prospectus supplement relating to an offering of debt securities and guarantees by subsidiary guarantors organized under the laws of any state other than New York or Delaware.  We further hereby confirm that any such relevant opinion will include LGI Homes - Tennessee, LLC.

If you have any questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Tim Taylor of Baker Botts L.L.P. at (713) 229-1184 or Charles Merdian, the Company’s Chief Financial Officer at (281) 362-8998, ex. 2535.

Very truly yours,

LGI HOMES, INC.

By:    /s/    Charles Merdian

       Charles Merdian

    Chief Financial Officer

cc:

 David Korvin, Securities and Exchange Commission

Craig Slivka, Securities and Exchange Commission

Meg Britton, LGI Homes, Inc.

Marta Cazares, LGI Homes, Inc.

Suparna Salil, Baker Botts L.L.P.

August 11 , 2015
Mail Stop 4631

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.
  Amendment No. 1 to Registration Statement on Form S -3
  Filed July 30, 2015
  File No. 333 -205492

Dear M r. Merdian :

 We have reviewed your amendment  and have the following comment .

Exhibit 5.1 – Legal Opinion

1. We note that with respect to the debt securities and guarantees, the legal opinion provided
is limited to the laws of New York and Delaware, but that you also have subsidiary
guarantors organized under the laws of the additional states of Texas, Arizona, F lorida,
Georgia, New Mexico, South Carolina, Colorado, North Carolina, Washington, and
Tennessee.  Note that counsel must consider the law of the jurisdiction under which the
registrant is organized in order to provide the bindin g obligation opinion.  Please confirm
that you will file with any prospectus supplement binding obligation opinions based on
the respective state laws that each co -registrant is organized under.  If these jurisdictions
are outside counsel’s area of exper tise, then you may engage local counsel to provide the
opinion that the registrant(s) is validly existing, has the power to create the obligation and
has taken the required steps to authorize entering into the obligation under the law of the
jurisdiction o f organization.   Confirm as well that any relevant opinion will add LGI
Homes – Tennessee, LLC to Schedule I.  Please see Section II.B.1.e of Staff Legal
Bulletin No. 19 for more information.

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

Charles Merdian
LGI Homes, Inc.
August 11 , 2015
Page 2

 Sincerely,

        /s/ Craig Slivka, for

        Pamela Long
Assistant Director
Office of Manufacturing and
Construction
cc: Via E -mail
Timothy Taylor , Esq.
 Baker Botts  LLP

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		SEC Comment Response

LGI HOMES, INC.

1450 Lake Robbins Drive, Suite 430

The Woodlands, Texas  77380

July 30, 2015

BY EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention:  Pamela Long

Assistant Director

RE:    LGI Homes, Inc.

Registration Statement on Form S-3

Filed July 2, 2015

File No. 333-205492

Ladies and Gentlemen:

Set forth below please find the responses of LGI Homes, Inc., a Delaware corporation (the “Company”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 14, 2015 (the “Comment Letter”), with respect to the Form S-3 filed with the Commission by the Company on July 2, 2015, File No. 333-205492 (the “Registration Statement”).  For your convenience, each response is prefaced by the text of the Staff’s corresponding comment in italicized text.

We have revised the prospectus included in the Registration Statement in response to the Staff’s comments and have also made other related revisions and updating changes where appropriate.  We have filed Amendment No. 1 to the Registration Statement (“Amendment No. 1”) with the Commission via EDGAR.  References in this letter to the prospectus are to the prospectus as contained in Amendment No. 1.  Marked copies of Amendment No. 1 showing changes from the initial Registration Statement will be sent via overnight delivery to your attention as well.

The Subsidiary Guarantors, 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 the 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

United States Securities and Exchange Commission

Page 2

financial information for your guarantors in your financial statements allowed by Rule 3-10(f) of Regulation S-X. Please revise.

RESPONSE:  The Company acknowledges the Staff’s comment and has revised the disclosure contained in the prospectus in Amendment No. 1 on page 11 under the heading “Description of Debt Securities-Guarantees.”

The Company does not currently have any registered debt securities outstanding that are guaranteed by a subsidiary guarantor and, therefore, is not required currently to provide the financial statements contemplated by Rule 3-10 of Regulation S-X.  Until such time as any registered debt securities that are guaranteed by a subsidiary guarantor are offered and sold under the Registration Statement, the Company will not know (i) which of its subsidiaries will be subsidiary guarantors, (ii) which of its subsidiaries will not be subsidiary guarantors, if any, and (iii) whether the subsidiaries of the Company that are not subsidiary guarantors, if any, are “minor” (as such term is defined in Rule 3-10 of Regulation S-X).

The Company is aware of its obligations under Rule 3-10 of Regulation S-X and hereby undertakes to file a Current Report on Form 8-K providing any financial statements or footnote disclosures required to be in compliance with Rule 3-10 of Regulation S-X prior to an offering of debt securities that are guaranteed by a subsidiary guarantor covered by the Registration Statement.

In addition, the Company hereby undertakes that it will include disclosure meeting the requirements of Rule 3-10 of Regulation S-X in its consolidated financial statements in its Annual and Quarterly Reports on Form 10-K and Form 10-Q, respectively, when discussing the subsidiary guarantees of the Company’s registered debt securities after any such securities are issued in the future.

Description of Purchase Contracts, page 22

2.

 We note your disclosure that you may issue purchase contracts for the purchase or sale of “debt or equity securities issued by … third parties.” Please note that even if you have an exemption available for the offer and sale of securities of third parties, you must provide information, possibly including financial statement and non-financial 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 these references from the prospectus.

RESPONSE: The Company acknowledges the Staff’s comment and has revised the disclosure to eliminate the reference to securities of third parties.  Please see page 22 of the prospectus in Amendment No. 1.

The Company is aware of the requirements of Rules 460 and 461 regarding requests for acceleration and acknowledges that it will provide a written statement from the Company acknowledging the bullet points on page 2 of the Comment Letter with its written request for acceleration of the effective date of the Registration Statement.

United States Securities and Exchange Commission

Page 3

If you have any questions with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Tim Taylor of Baker Botts L.L.P. at (713) 229-1184 or Charles Merdian, the Company’s Chief Financial Officer at (281) 362-8998, ex. 2535.

Very truly yours,

LGI HOMES, INC.

By:    /s/    Charles Merdian

    Charles Merdian

    Chief Financial Officer

cc:

 David Korvin, Securities and Exchange Commission

Craig Slivka, Securities and Exchange Commission

Meg Britton, LGI Homes, Inc.

Marta Cazares, LGI Homes, Inc.

Suparna Salil, Baker Botts L.L.P.

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

CORRESP
1
filename1.htm

CORRESP

 November 4, 2013

Securities and Exchange Commission

 Divison of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Leland Benton

    Craig E. Slivka

Re:
LGI Homes, Inc.

 Registration Statement on Form S-1

File No. 333-190853

 Ladies and
Gentlemen:

 As representatives of the several underwriters of the proposed LGI Homes, Inc. (the “Company”) initial public
offering of up to 9,000,000 shares of common stock, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 1:00 p.m., Eastern time, on November 6, 2013, or as soon
thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to
advise you that we have effected the following distribution of the Preliminary Prospectus dated October 28, 2013:

 Preliminary
Prospectus dated October 28, 2013:

 2,292 copies to prospective underwriters, institutional investors, dealers and others, through
the date hereof.

 The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities
Exchange Act of 1934.

 [The remainder of this page intentionally left blank.]

Very truly yours,

DEUTSCHE BANK SECURITIES INC.

JMP SECURITIES LLC

J.P. MORGAN SECURITIES LLC

As representatives of the several underwriters

By:

Deutsche Bank Securities Inc.

By:

 /s/ Warren F. Estey

Name: Warren F. Estey

Title: Managing Director

By:

 /s/ Mark Schwartz

Name: Mark Schwartz

Title: Managing Director

By:

JMP Securities LLC

By:

 /s/ Stephen Ortiz

Name: Stephen Ortiz

Title: Managing Director

By:

J.P. Morgan Securities LLC

By:

 /s/ Suhasini Cetlur

Name: Suhasini Cetlur

Title: Vice President

CORRESP
1
filename1.htm

CORRESP

 LGI HOMES, INC.

1450 Lake Robbins Drive, Suite 430

The Woodlands, TX 77380

November 4, 2013

U.S. Securities and Exchange Commission

Via EDGAR & Facsimile

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Leland Benton

Re:
Request for Acceleration of Effectiveness of Registration Statement on Form S-1

(File No. 333-190853) of LGI Homes, Inc.

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, LGI Homes, Inc. (the “Company”) hereby requests that
the effectiveness of the above-captioned Registration Statement be accelerated to 1:00 p.m. Eastern Time on November 6, 2013, or as soon thereafter as practicable. By separate letter, the underwriters of the issuance of the securities being
registered have joined in this request for acceleration.

 The Company confirms that in response to comment 1 contained in the letter dated
October 31, 2013 from the staff of the Securities and Exchange Commission (the “Commission”) to the Company, the Company will include additional disclosure in the Company’s final prospectus to be filed with the Commission, as
discussed in the Company’s letter to the Commission dated November 1, 2013.

 In connection with the foregoing request, the Company
acknowledges that: (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) 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 responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) 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.

Upon grant of our request to accelerate effectiveness, we would appreciate your communicating to Norman R. Miller at (713) 650-2652,
confirmation of the exact time at which the Registration Statement was declared effective. Thank you for your assistance in this matter.

Very truly yours,

LGI HOMES, INC.

By:

/s/ Eric T. Lipar

Eric T. Lipar

Chief Executive Officer

cc:
Norman Miller (Winstead PC)

Warren A. Hoffman (Winstead PC)

Timothy S. Taylor (Baker Botts LLP)

CORRESP
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SEC Correspondence Letter

 November 1, 2013

Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:

 Leland Benton

 Craig E. Slivka

Re:
LGI Homes, Inc.

Amendment No. 3 to Registration Statement on Form S-1

Filed October 28, 2013

File No. 333-190853

Ladies and Gentlemen:

 Set forth below are the responses of LGI Homes, Inc. (the “Company”) to the comments contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”), dated October 31, 2013, with respect to the above-captioned filing.

 Concurrently with the submission of
this letter, the Company has filed publicly its Amendment No. 4 to Registration Statement on Form S-1 (the “Registration Statement”) via EDGAR. For your convenience, five marked copies of the Registration Statement will be hand
delivered to you to facilitate your review.

 For your convenience, the Company has repeated in italics the comments and requests for
additional information as set forth in the Staff’s comment letter. The Company’s response to each comment or request is set forth immediately below the text of the applicable comment or request. Capitalized terms used but not defined in
this letter shall have the meanings assigned to such terms in the Registration Statement.

 Summary, page 1

1.
Please disclose that information about your competitive position with respect to your private homebuilder peers is limited.

Response: As discussed with the Staff on October 31, 2013, the Company will disclose in its final prospectus to be filed with the Commission that
information about the Company’s competitive position with respect to the Company’s private homebuilder peers is limited. The Company will also confirm in its request to accelerate effectiveness of the Registration Statement that the
Company will provide such disclosure in its final prospectus to be filed with the Commission.

 Exhibit 21.1

2.
Please revise your list of subsidiaries to remove companies that are not currently your subsidiaries, such as the LGI-GTIS joint ventures.

 Securities and Exchange Commission

 November 1, 2013

 Page 2

 Response: The Company has revised its list of subsidiaries to remove companies that are not currently its
subsidiaries.

 If you have any questions with respect to the foregoing responses or require further information, please contact Norman Miller of
Winstead PC at (713) 650-2652.

 Very truly yours,

 LGI HOMES, INC.

 By:

 /s/ Eric Lipar

 Eric Lipar

 Chief Executive Officer and Chairman of the Board

 Enclosures

CC:
Norman Miller, Winstead PC

Warren Hoffman, Winstead PC

Timothy S. Taylor, Baker Botts L.L.P.

October 31, 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. 3 to Registration Statement on Form S-1
Submitted October 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.

Summary, page 1

1. Please disclose that information about your competitive position with respect to your
private homebuilder peers is limited.

Exhibit 21.1

2. Please revise your list of subsidiaries to remove companies that are not currently your
subsidiaries, such as the LGI -GTIS joint ventures.

Eric Lipar
LGI Homes, Inc.
October 31, 2013
Page 2

 You may contact Tracey McKoy at (202)551 -3772 or Jeanne Baker at (202)551 -3691 if
you have questions regarding comments on the financial statements and r elated 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

CORRESP
1
filename1.htm

Corresp

 October 28, 2013

Securities and Exchange Commission

 Divison of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
Leland Benton

Craig E. Slivka

Re:
LGI Homes, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed October 9, 2013

File No. 333-190853

Ladies and Gentlemen:

 Set forth below are the responses of LGI Homes, Inc. (the “Company”) to the comments contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission, dated
October 21, 2013, with respect to the above-captioned filing.

 Concurrently with the submission of this letter, the Company has
filed publicly its Amendment No. 3 to Registration Statement on Form S-1 (the “Registration Statement”) via EDGAR. For your convenience, five marked copies of the Registration Statement will be hand delivered to you to facilitate your
review.

 For your convenience, the Company has repeated in italics the comments and requests for additional information as set forth in
the Staff’s comment letter. The Company’s response to each comment or request is set forth immediately below the text of the applicable comment or request. Capitalized terms used but not defined in this letter shall have the meanings
assigned to such terms in the Registration Statement.

 Cover Page of Prospectus

1.
Please revise your artwork to indicate which markets your predecessor is active in and which the LGI/GTIS joint ventures are active in.

Response:

The Company acknowledges the Staff’s comment and has revised the artwork to indicate which markets the Company’s predecessor is active in
and which markets the LGI/GTIS Joint Ventures are active in.

 Securities and Exchange Commission

 October 28, 2013

  Page
 2

2.
The text accompanying your artwork is more appropriate to the fuller discussion in the prospectus where the full context and balance of the statements are clear.

 Response:

 The Company acknowledges the Staff’s comment and has removed the text accompanying the artwork.

 Risk
Factors, page 18

 Future sales of our common stock could cause the market value of our common stock to decline and could result in
dilution of your shares, page 39

3.
We note your disclosure on pages 40, 176, and 188 regarding Thomas Lipar’s ability to dispose of shares pledged to a financial institution to secure a borrowing within 90
days from the date of this prospectus. Please supplementally advise whether Mr. Lipar currently has an arrangement with a financial institution in which shares of company common stock secure a borrowing.

Response:

Mr. Lipar does not currently have any arrangements with a financial institution in which shares of the Company’s common stock secure a
borrowing.

 Unaudited Pro Forma Financial Information, page 50

 Notes to Unaudited Pro Forma Balance Sheet, page 58

4.
You disclose on page 58 in Note (j) that management and executive bonuses to be earned through the closing date of your offering under your existing performance based
cash bonus plan will be settled through the issuance of restricted stock units of equal value in connection with your offering. Please expand your disclosures to quantify the estimated bonus and the estimated number of restricted stock units that
will be issued to settle the bonus.

 Response:

The Company acknowledges the Staff’s comment and has expanded the disclosure in the Registration Statement to quantify the estimated bonus and
the estimated number of restricted stock units that will be issued to settle the bonus. Please see pages 58 and F-11 of the Registration Statement.

 Securities and Exchange Commission

October 28, 2013

  Page
 3

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 68

 Overview, page 68

5.
We note the disclosure relating to your capital expenditures on page 70, added in response to comment eight of our letter dated October 3, 2013. Please also disclose that
you have yet to generate revenues in your new markets.

 Response:

The Company acknowledges the Staff’s comment and has disclosed that the Company has yet to generate revenues in its new communities. Please see
page 70 of the Registration Statement.

 Exhibit Index, page II-6

6.
Please file a signed copy of your legal opinion with your next amendment.

Response:

The Company acknowledges the Staff’s comment and has filed a signed copy of the legal opinion. Please see Exhibit 5.1 to the Registration
Statement.

 If you have any questions with respect to the foregoing responses or require further information, please contact Norman Miller of Winstead
PC at (713) 650-2652.

 Very truly yours,

 LGI HOMES, INC.

By:

 /s/ Eric Lipar

 Eric Lipar

 Chief Executive Officer and Chairman of the Board

 Enclosures

CC:
Norman Miller, Winstead PC

 Warren Hoffman, Winstead
PC

 Timothy S. Taylor, Baker Botts L.L.P.

October 21, 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. 2 to Registration Statement on Form S-1
Submitted October 9, 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.

Cover Page of Prospectus

1. Please revise your artwork to indicate which markets your predecessor is active in and
which the LGI/GTIS joint ventures are active in.

2. The text accompanying your artwork is more appropriate to the fuller discussion in the
prospectus where the full context and balance of the statements are clear.

Risk Factors, page 18

Future sales of our common stock could cause the market value of our common stock to decline
and could result in dilution of your shares, page 39

3. We note your disclosure on pages 40, 176, and 188 regarding Thomas Lipar’s ability to
dispose of shares pledged to a financial institution to secure a borrowing within 90 days
from the date of this prospectus.  Please supplementally advise whether Mr. Lipar
currently has an arrangement with a financial institution in which shares of company
common stock secure a borrowing.

Eric Lipar
LGI Homes, Inc.
October 21, 2013
Page 2

Unaudited Pro Forma Financial Information, page 50

Notes  to Unaudited Pro Forma Balance Sheet, page 58

4. You disclose on page 58 in Note (j) that management and executive bonuses to be earned
through the closing date of your offering under your existing performance based cash
bonus plan will be settled through t he issuance of restricted stock units of equal value in
connection with your offering.   Please expand your disclosures to quantify the estimated
bonus and the estimated number of restricted stock units that will be issued to settle the
bonus.

Management’ s Discussion and Analysis of Financial Condition and Results of Operations, page
68

Overview, page 68

5. We note the disclosure relating to your capital expenditures on page 70, added in
response to comment eight of our letter dated October 3, 2013.  Please  also disclose that
you have yet to generate revenues in your new markets .

Exhibit Index, page II -6

6. Please file a signed copy of your legal opinion with your next amendment.

You may contact Tracey McKoy  at (202)551 -3772 or Jeanne Baker at (202)551 -3691 if
you have questions 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.

Sincerel y,

 /s/ Craig E. Slivka, for

Pamela A. Long
Assistant Director

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

CORRESP
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CORRESP

 October 9, 2013

 Securities and Exchange Commission

 Divison of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Leland Benton

 Craig E. Slivka

Re:
LGI Homes, Inc.

Amendment No. 1 to Registration Statement on Form S-1

 Filed September 30, 2013

 File No. 333-190853

Ladies and Gentlemen:

 Set
forth below are the responses of LGI Homes, Inc. (the “Company”) to the comments contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission, dated October 3, 2013, with respect to the
above-captioned filing.

 Concurrently with the submission of this letter, the Company has filed publicly its Amendment
No. 2 to Registration Statement on Form S-1 (the “Registration Statement”) via EDGAR. For your convenience, five marked copies of the Registration Statement will be hand delivered to you to facilitate your review. Furthermore, certain
supplemental information responsive to the Staff’s comment 5 will be hand delivered to you.

 For your convenience, the
Company has repeated in italics the comments and requests for additional information as set forth in the Staff’s comment letter. The Company’s response to each comment or request is set forth immediately below the text of the applicable
comment or request. Capitalized terms used but not defined in this letter shall have the meanings assigned to such terms in the Registration Statement.

 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.

 Response:

The Company acknowledges the Staff’s comment and has clarified that it faces competition from certain of its public homebuilder peers and from
private homebuilders, as well as the markets in which the Company faces which class of competitors. Please see pages ii, 1, 141, 144 and 157 of the Registration Statement.

 Securities and Exchange Commission

 October 9, 2013

  Page
 2

 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.

 Response:

 The Company acknowledges the Staff’s comment and has revised the Registration Statement to clarify that the terms “we,” “us,” “our” or similar terms only when used
prospectively refer to the Predecessor and the LGI/GTIS Joint Ventures. Please see page iii of the Registration Statement.

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

 Response:

The Company acknowledges the Staff’s comment and has revised the Registration Statement to delete the phrase “for the Transactions” when
referring to pro forma financial information, and has provided cross-references to “Unaudited Pro Forma Financial Information” where appropriate. Please see pages 1, 68 and 141 of the Registration Statement.

4.
Please refer to comment six of our letter dated September 11, 2013. Your summary and Business sections continue to be highly unbalanced. 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 these 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 continued
expansion plans.

 Response:

 The Company acknowledges the Staff’s comment and has revised the Summary and Business sections of the Registration Statement to present a full and balanced presentation of the Company’s
strengths, weaknesses and the risks the Company faces. Please see pages 1—6 and 141—149 of the Registration Statement.

 Securities and Exchange Commission

 October 9, 2013

  Page
 3

 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.

 Response:

 The Company acknowledges the Staff’s comment and considered both the prior comment 11 and the applicable notes to the unaudited pro forma financial information related to preferential returns.

 Comment 11 in the previous comment letter was related to LGI Investment Fund III, LP, and the commitment made by certain principals of the
Company’s predecessor to exchange shares of the Company’s common stock equal to the value of 1.5 times the non-controlling interests’ investment amount in LGI Investment Fund III, LP in the event of an initial public offering. The
Company considered whether the commitment to the LGI Investment Fund III, LP limited partners represented a preferential return that required the use of the two-class method to appropriately determine the pro forma net income per share. As noted in
the Company’s response to Comment 11 in the previous comment letter, the Company elected an accounting policy to apply method (b) discussed in footnote 17 of ASC 480-10-S99 and to recognize as a dividend, to be deducted from earnings
available to common shareholders, any amount by which the fair value of the Company’s securities issued to the non-controlling interest holders exceeds the fair value of the non-controlling interests given up. Although the IPO valuation and the
underwriting agreement have not been finalized, based on the expected valuation of the Company’s predecessor’s equity in connection with the offering, the Company believes that the LGI Investment Fund III, LP limited partners will not
receive a preferential return and, therefore, there will be no impact on the pro forma net income per share computation.

 The Company will
supplementally provide to the Staff in separate correspondence an analysis of the defined return to the non-controlling interests (1.5 times their initial investment amount) and the multiple expected to be realized by the owners of the
Company’s predecessor, which will be attached thereto as Exhibit A. The Company requests confidential treatment for these materials pursuant to 17 C.F.R. § 200.83. Since the return to be realized by the non-controlling interests is
substantially less than the minimum multiple of equity currently expected to be realized by the owners of the Company’s predecessor, the Company does not believe that there is a preferential return to the non-controlling interests.

 Securities and Exchange Commission

 October 9, 2013

  Page
 4

 In addition, the Company considered notes (g) and (f) to the pro forma statements of
operations for the six months ended June 30, 2013 and the year ended December 31, 2012, respectively, which set forth the computation of unaudited pro forma basic and diluted net income per share for the respective periods. The footnote
disclosure for the numerator for the pro forma net income per share computation included a placeholder for undistributed net income attributable to participating securities, if determined to be applicable, related to the restricted stock units to be
granted to certain employees, executives, and non-employee directors. The equity awards to be issued under the Company’s 2013 Equity Incentive Plan are currently being finalized and it has been determined that the restricted stock units to be
awarded will not have dividend participation rights; consequently, there are no participating securities to be considered in the computation of pro forma net income per share. This line has been deleted from both notes (g) and (f) to the
pro forma statements of operations for the six months ended June 30, 2013 and the year ended December 31, 2012, respectively.

 Securities and Exchange Commission

 October 9, 2013

  Page
 5

 Notes to 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.

Response:

 The Company acknowledges the
Staff’s comment and revised note (h) to the unaudited pro forma balance sheet to include a table showing the individual components of the net deferred tax liability. The table includes a description of the deferred tax assets attributable
to the warranty reserve and the accrued management and executive bonuses to be settled in restricted stock units which are not currently deductible for tax. Please see pages 57 and F-10 of the Registration Statement.

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 estimated 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 necessary.

 Response:

The Company acknowledges the Staff’s comment and has made the following modifications to the notes to the unaudited pro forma balance sheet to
clarify the planned cash distributions to the equity owners of the Company’s predecessor:

 a. Added a table to note
(a) to recap the pro forma adjustments to cash, including the planned cash distribution for estimated income taxes on the results of operations for the period from January 1, 2013 through June 30, 2013. The Company has recorded the
planned cash distribution for estimated income taxes as use of cash in the pro forma adjustments since the amount will be paid out immediately prior to the offering.

 b. Updated the table at note (i) for the pro forma adjustment to predecessor’s owner’s equity for the planned cash distribution amount.

c. Added disclosure below the table at note (i) to note the amount of additional cash distributions to the owners of the
Company’s predecessor expected for the estimated income taxes on the results of operations for the period from July 1, 2013 through the date of the offering.

 Please see pages 55, 57, 58, F-8, F-10 and F-11 of the Registration Statement.

 Securities and Exchange Commission

 October 9, 2013

  Page
 6

 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 the source of
funding for your material capital commitments as well as the fact that you have not yet generated revenues in these markets.

Response:

 The Company acknowledges the
Staff’s comment and has revised the Registration Statement accordingly. Please see page 70 of the Registration Statement.

 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.

 Response:

 The Company acknowledges the Staff’s comment and has revised the Registration Statement accordingly. Please see page 45 of the Registration Statement.

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.

 Response:

The Company has determined, and confirmed with GTIS, that Mr. Vahradian’s indirect interest in the GTIS Transaction, by virtue of his equity
interests in the various GTIS entities involved in the GTIS Transaction, is approximately $223,000, or 0.5%, of the total consideration to be paid by the Company to GTIS in the GTIS Transaction. While Mr. Vahradian is a senior managing director
of GTIS, he owns less than a ten percent equity interest in each of the GTIS entities involved in the GTIS Transaction. As a result, the Company has determined that Mr. Vahradian does not have a direct or indirect material interest in the GTIS
Transaction.

 Securities and Exchange Commission

 October 9, 2013

  Page
 7

 If you have any questions with respect to the foregoing responses or require further information, please
contact the undersigned at (281) 362-8998 or Norman Miller of Winstead PC at (713) 650-2652.

Very truly yours,

LGI HOMES, INC.

By:

 /s/ Eric Lipar

Eric Lipar

Chief Executive Officer and Chairman of the Board

 Enclosures

CC:
Norman Miller, Winstead PC

Warren Hoffman, Winstead PC

 Timothy S. Taylor, Baker Botts L.L.P.

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

CORRESP
1
filename1.htm

Response Letter

 September 20, 2013

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

 Leland Benton

 Craig E. Slivka

Re:
LGI Homes, Inc.

Registration Statement on Form S-1

Filed August 28, 2013

CIK No. 0001580670

 Ladies and Gentlemen:

Set forth below are the responses of LGI Homes, Inc. (the “Company”) to the comments contained in the letter from the staff (the
“Staff”) of the Securities and Exchange Commission, dated September 11, 2013, with respect to the above-captioned submission.

Concurrently with the submission of this letter, the Company has filed publicly its Amendment No. 1 to Registration Statement on Form S-1
(the “Registration Statement”) via EDGAR. For your convenience, five marked copies of the Registration Statement will be hand delivered to you to facilitate your review.

For your convenience, the Company has repeated in italics the comments and requests for additional information as set forth in the
Staff’s comment letter. The Company’s response to each comment or request is set forth immediately below the text of the applicable comment or request. Capitalized terms used but not defined in this letter shall have the meanings assigned
to such terms in the Registration Statement.

 General

1.
We have read your response to comment 33 from our letter dated August 6, 2013 as well as your related revised disclosures. We note that you continue to present results of operations and other financial and
operational data throughout this prospectus which aggregates the historical results/data of your predecessor and the LGI/GTIS Joint Ventures. We do not believe your use of this aggregated data in the context of discussing your business and using
this data when using terms like “we”, “our”, and “ours” as you have done in many sections of the prospectus including but not limited to Our Company, Our Competitive Strengths, Our Business and Management’s
Discussion and Analysis of Financial Condition and Results of Operations is not appropriate. We note that it is unclear whether your predecessor or your joint ventures own various properties, or even whether the employees that you discuss in your
Business section are employees of your predecessor or of your joint ventures. Please ensure that references to the “company,” “registrant” or “us,” “we,” or “our” refer to the true predecessor
entity. Further the Explanatory Note definition of terms is confusing and should be removed or revised. We have the following further comments in this regard:

 Securities and Exchange Commission

September 20, 2013

  Page
 2

•

You disclose that you believe the presentation of certain aggregated financial data provides investors with a meaningful comparison of your results of operations and is necessary for investors to understand your
financial condition and results of operations. However, we note that aggregated financial information is not related to the results of operations of your predecessor, the entity for which the information throughout your prospectus should be based.
In this regard, we specifically note that:

•

The information you provide in your audited financial statements as well as in response to prior comment 68, indicates that you did not consolidate the LGI/GTIS Joint Ventures because, in part, other parties shared
in the power to direct the activities of the LGI/GTIS Joint Ventures that most significantly impact their economic performance. It therefore is not appropriate to provide financial data which implies that you had such power; and

•

The information you have provided under the section, “Factors Affecting Comparability” on page 69 further highlights why the presentation of aggregated information is not appropriate.

•

Please remove all discussions of results of operations and other financial and operational data which have provided on an aggregated basis. To the extent you believe the presentation of certain financial and
operational data may be meaningful on a pro forma basis, please ensure that information is presented in the context of your current pro forma financial information; and

•

Please revise your disclosures throughout the prospectus, including, but not limited to, results of operations and other financial and operational data presented under Our Company, Our Competitive Strengths, Our
Business and Management’s Discussion and Analysis of Financial Condition and Results of Operations to present and discuss this information as it relates to your predecessor.

Response:

 The Company acknowledges the Staff’s
comment and has revised the Registration Statement to remove results of operations and other financial and operational data presented on an aggregate basis.

Public Homebuilder Peers, page ii

2.
Please clarify whether you face competition primarily from public companies. If not, please revise your prospectus throughout to make this clear, placing statements about public peer companies into this larger
context and revising the prominence of this definition.

 Securities and Exchange Commission

September 20, 2013

  Page
 3

 Response:

The Company acknowledges the Staff’s comment and has revised the Registration Statement to clarify that the Company primarily faces competition from its
public homebuilder peers; while in certain of its markets, the Company also faces competition from certain private homebuilders. Please see pages ii, one and 139 of the Registration Statement.

Summary, page one

 Our Company, page one

3.
We note the supplemental information you have provided for your statements on pages one, five, 63, 137, and 144, that you offer “superior value.” It is unclear how the information you have provided supports
this statement. Please provide us with support for this statement or remove it.

 Response:

The Company acknowledges the Staff’s comment and revised the Summary and Business sections of the Registration Statement accordingly. Please see pages
one, five, 66, 139 and 146 of the Registration Statement.

4.
We note your response to comment eight of our letter dated August 6, 2013. Please revise your statements on pages two, four, five, 138, 142, and 144 to make more apparent the distance between metropolitan
centers and your communities. Your current language, with the ambiguous word “proximity,” could be read to imply that your communities are located much closer to the urban centers of your various markets than they actually are.

 Response:

 The Company
acknowledges the Staff’s comment and revised the Summary and Business sections of the Registration Statement accordingly. Please see pages two, four, five, 140, 144 and 146 of the Registration Statement.

5.
Please similarly revise your references to your “strong land position.” You state that the company’s statement is based on the fact that it has seven years of land supply. The phrase “strong land
position” does not read as a statement of the size of your potential inventory, but rather a qualitative statement regarding the land your hold and its desirability.

Response:

 The Company acknowledges the Staff’s
comment and revised the Summary and Business sections of the Registration Statement accordingly. Please see pages five, 67, 139 and 146 of the Registration Statement.

 Securities and Exchange Commission

September 20, 2013

  Page
 4

 Our Competitive Strengths, page three

6.
We re-issue comment nine of our letter dated August 6, 2013. Your summary still appears unbalanced, as does your Business section. In addition, your statement on page four that “[if] housing demand and
population growth slows in [the states in which you operate], [you] may not realize a competitive advantage as a result of the markets in which we focus” is unclear. As you only compete in these markets, slowing housing demand and population
growth would affect all of your competitors.

 Response:

The Company acknowledges the Staff’s comment and has revised the Summary and Business sections of the Registration Statement accordingly. Please see pages
three, four, 141, 142, 144 and 145 of the Registration Statement.

 Unaudited Pro Forma Financial Information, page 49

General

7.
Please address the following comments as they relate to your pro forma financial information presented on pages F-3 through F-13. Since the information presented on pages F-3 through F-13 and pages 49 through 59
appear duplicative, please consider presenting this pro forma financial information only once.

 Response:

The Company acknowledges the Staff’s comment and has also addressed the comments below as they relate to the pro forma financial information presented on
pages F-3 - F-17 of the Registration Statement. In light of the following factors, the Company prefers to present the pro forma financial information in both the non-financial statement pages and in the financial statement pages of the Registration
Statement. The Company believes that since pro forma information is referred to throughout the prospectus, including the full pro forma financial information in both the body of the prospectus and in the financial pages will make it easier for
potential investors to find the information. In addition, the Company believes that certain potential investors prefer to have the information in the body of the prospectus, while other potential investors prefer to have the information in the
financial pages.

8.
Where you have more than one pro forma adjustment impacting a line item in your pro forma financial statements, please provide additional information so that a reader can fully understand the nature of the adjustment
and how such adjustment was calculated. For instance, please disclose the components that make up the $1,983 adjustment to deferred tax liabilities, net as of June 30, 2013. While you have referenced notes (b) and (d), we note that the
fourth bullet in note (b) discusses a $31,000 deferred tax liability adjustment and note (d) discusses a $26,000 net deferred income tax liability. These two adjustments do not equate to the $1,983 adjustment nor do these footnotes explain
how such adjustments were calculated.

 Response:

The Company acknowledges the Staff’s comment and has revised the notes to the pro forma financial statements to assign a note reference to each of the
items discussed in the notes to the unaudited pro forma financial statements. In addition, the Company believes it has provided sufficient information to assist the reader in understanding the nature and amounts of the pro forma adjustments. The
Company also clarified how the pro forma amounts were calculated. Please see pages 53 - 62 and F-7 to F-17 of the Registration Statement.

 Securities and Exchange Commission

September 20, 2013

  Page
 5

 Unaudited Pro Forma Financial Information, page 49

9.
We note your response to prior comment 21. We have the following comments on your revised pro forma financial information.

•

You disclose that your pro forma statements of operations for the six months ended June 30, 2013 and the year ended December 31, 2012 do not reflect an increase in the cost of sales associated with the step
up of the real estate inventory since the step up does not have a continuing impact on the results of your operations due to the short term (less than one year) impact on your financial performance. Please note that the short term nature of the
impact does not make the adjustment non-recurring. As such, please revise your pro forma statement of operations to reflect the increase in cost of sales related to the step-up of the real estate inventory;

Response:

 The Company acknowledges the Staff’s
comment and continues to believe that a pro forma adjustment in the statement of operations to reflect an increase in the cost of sales associated with the step up of the real estate inventory does not provide additional meaningful disclosure to
assist investors’ understanding of the impact of the GTIS Transaction.

 The Company considered the guidance in the Division of Corporate Finance
– Financial Reporting Manual, Topic 3230.4, which states that pro forma adjustments should give effect to events that are expected to have a continuing impact. Further, it states that material non-recurring charges or credits and related tax
effects which result directly from the transaction and which will be included in the income of the registrant within the next 12 months following the transaction should not be included in the pro forma income statement, but should be disclosed in a
note to clearly indicate that they were not included.

 The concept of “continuing impact” also was the subject of recent SEC staff remarks at
the 2012 AICPA Conference on Current SEC and PCAOB Developments (2012 AICPA Conference), where the Company understands that SEC staff members clarified that the historical 12-month rule of thumb to evaluate the continuing impact criterion continues
to be appropriate. Notwithstanding the 12-month rule of thumb, the Company understands there may be limited circumstances where it would be appropriate to reflect a pro forma adjustment for items that affect the pro forma income statement for a
period of less than 12 months and the evaluation will depend on the individual facts and circumstances. Included below is an excerpt from the minutes of the March 2013 meeting with SEC Regulations Committee and the SEC staff:

The Committee noted that at the 2012 AICPA Conference, the Division’s staff noted that there appeared to be a handful of items where the
twelve month rule of thumb used to evaluate the continuing impact criterion may not work very well and that for those items, the staff was considering whether the use of a more than one time view of continuing impact may better reflect the outcomes
of transactions to which pro forma effect is being given.

 Securities and Exchange Commission

September 20, 2013

  Page
 6

 Todd Hardiman confirmed that the Division’s staff has not issued additional guidance. He
reiterated the encouragement provided at the 2012 AICPA Conference for registrants to contact the Division of Corporation Finance’s Office of Chief Accountant if they have a live fact pattern where the different views of what constitutes
continuing impact would have a material impact to their pro forma financial statements.

 For the reasons discussed below, the Company believes that a pro
forma adjustment to reflect an increase in historical cost of sales does not meet the continuing impact criterion. The Company believes that its approach is consistent with the guidance in the Financial Reporting Manual and given both (1) the
frequency of inventory turnover and (2) that there is no direct relationship between the inventory reflected on the balance sheet at June 30, 2013 compared to the inventory reflected on the balance sheet as of January 1, 2012 or
inventory reflected through cost of sales for completed home sales during 2012. The Company also believes that it has included appropriate disclosure that quantifies the amount of the inventory step up and that the step up has not been included as a
pro forma adjustment to historical cost of sales.

 As noted in Note (c) of the Notes to the Unaudited Pro forma Balance Sheet at pages 54 and F-8 of
the Registration Statement, the $7.1 million of the $7.2 million step up to the cost basis of the joint ventures’ combined real estate inventory is expected to be reflected in cost of sales over the 12-month period following the transaction
date. The remaining $75,000 will be recognized in the following year. The timing of these adjustments to cost of sales was estimated based on the forecasted sale of homes in the respective communities. Of the $7.2 million step-up amount,
approximately $6.2 million is attributable to homes in progress, completed homes and sales offices and the remainder of $1 million is attributable to finished lots. The Company believes the forecast is rea

September 11, 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.
Registration Statement on Form S-1
Submitted August  28, 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 have read your response to comment 33 from our letter dated August 6, 2013 as well
as your related revised disclosures .  We note that you continue to present results of
operations and other financial and operational data throughout this prospectus which
aggregates the historical results/data of your predecessor and the LGI/GTIS Joint
Ventures.  We do not believe your use o f this aggregated data in the context of discussing
your business and using this data when using terms like “we”, “our”, and “ours” as you
have done in many sections of the prospectus including but not limited to Our Company,
Our Competitive Strengths, Our  Business and Management’s Discussion and Analysis of
Financial Condition and Results of Operations is not appropriate.  We note that it is
unclear whether your predecessor or your joint ventures own various properties, or even
whether the employees that y ou discuss in your Business section are employees of your
predecessor or of your joint ventures.  Please ensure that references to the “company,”
“registrant” or “us,” “we,” or “our” refer to the true predecessor entity.  Further the
Explanatory Note defin ition of terms is confusing and should be removed or revised.   We
have the following further  comments in this regard:

Eric Lipar
LGI Homes, Inc.
September 11, 2013
Page 2

  You disclose that you believe the presentation of certain aggregated financial data
provides investors with a meaningful comparison of yo ur results of operations and is
necessary for investors to understand your financial condition and results of
operations.  However, we note that aggregated financial information is not related to
the results of operations of your predecessor, the entity fo r which the information
throughout your prospectus should be based.  In this regard, we specifically note that:

o The information you provide in your audited financial statements as well as in
response to prior comment 68, indicates that you did not consoli date the
LGI/GTIS Joint Ventures because, in part, other parties shared in the power to
direct the activities of the LGI/GTIS Joint Ventures that most significantly
impact their economic performance. It therefore is not appropriate to provide
financial dat a which implies that you had such power; and

o The information you have provided under the section, “Factors Affecting
Comparability” on page 69 further highlights why the presentation of
aggregated information is not appropriate.

 Please remove all discus sions of results of operations and other financial and
operational data which have provided on an aggregated basis.  To the extent you
believe the presentation of certain financial and operational data may be meaningful
on a pro forma basis, please ensure that information is presented in the context of
your current pro forma financial information; and

 Please revise your disclosures throughout the prospectus, including, but not limited
to, results of operations and other financial and operational data prese nted under Our
Company, Our Competitive Strengths, Our Business and Management’s Discussion
and Analysis of Financial Condition and Results of Operations to present and discuss
this information as it relates to your predecessor.

Public Homebuilder Peers , page ii

2. Please clarify whether you face competition primarily from public companies.  If not,
please revise your prospectus throughout to make this clear, placing statements about
public peer companies into this larger context and revising the prominence  of this
definition.

Summary, page one

Our Company, page one

3. We note the supplemental information you have provided for your statements on pages
one, five, 63, 137, and 144, that you offer “superior value.”  It is unclear how the

Eric Lipar
LGI Homes, Inc.
September 11, 2013
Page 3

 information you have provided supports this statement.  Please provide us with support
for this statement or remove it.

4. We note your response to comment eight of our letter dated August 6, 2013.  Please
revise your statements on pages two, four, five, 138, 142, and 144 to mak e more apparent
the distance between metropolitan centers and your communities. Your current language,
with the ambiguous word “proximity,” could be read to imply that your communities are
located much closer to the urban centers of your various markets th an they actually are.

5. Please similarly revise your references to your “strong land position.”  You state that the
company’s statement is based on the fact that it has seven years of land supply.  The
phrase “strong land position” does not read as a statem ent of the size of your potential
inventory, but rather a qualitative statement regarding the land your hold and its
desirability.

Our Competitive Strengths, page three

6. We re -issue comment nine of our letter dated August 6, 2013.  Your summary still
appe ars unbalanced, as does your Business section.  In addition, your statement on page
four that “[if] housing demand and population growth slows in [the states in which you
operate], [you] may not realize a competitive advantage as a result of the markets in
which we focus” is unclear.  As you only compete in these markets, slowing housing
demand and population growth would affect all of your competitors.

Unaudited Pro Forma Financial Information, page 49

General

7. Please address the following comments as t hey relate to your pro forma financial
information presented on pages F -3 through F -13.  Since the information presented on
pages F -3 through F -13 and pages 49 through 59 appear duplicative, please consider
presenting this pro forma financial information o nly once.

8. Where you have more than one pro forma adjustment  impacting a line item in your pro
forma financial statements , please provide additional information so that a reader can
fully understand the nature of the adjustment and how such adjustment was calculated.
For instance, please disclose the components that make up the $1,983 adjustment to
deferred tax liabilities, net as o f June 30, 2013.  While you have referenced notes (b) and
(d), we note that the fourth bullet in note (b) discusses a $31,000 deferred tax liability
adjustment and note (d) discusses a $26,000 net deferred income tax liability.  These two
adjustments do no t equate to the $1,983 adjustment nor do these footnotes explain how
such adjustments were calculated.

Eric Lipar
LGI Homes, Inc.
September 11, 2013
Page 4

 Unaudited Pro Forma Financial Information, page 49

9. We note your response to prior comment 21.  We have the following comments on your
revised pro for ma financial information.

 You disclose that your pro forma statements of operations for the six months ended
June 30, 2013 and the year ended December 31, 2012 do not reflect an increase in the
cost of sales associated with the step up of the real estate inventory since the step up
does not have a continuing impact on the results of your operations due to the short
term (less than one year) impact on your financial performance. Please note that the
short term nature of the impact does not make the adjustme nt non -recurring.  As such,
please revise your pro forma statement of operations to reflect the increase in cost of
sales related to the step -up of the real estate inventory ;

 Please expand your pro forma footnotes to provide additional details regarding the
significant assumptions and estimates used to arrive at the pro forma amounts.  For
example, you indicate that for your pro forma income tax adjustment you have
assumed you will qualify for the Domestic Production Activities Deduction (DPAD).
Please expand your disclosures to provide your basis for this assumption and clarify
how this adjustment is factually supportable; and

 We note you have added a pro forma adjustment t o eliminate compensation to
Thomas Lipar because he will perform limited duties at a reduced level of
compensation under a consulting agreement subsequent to this offering.  Since we
assume that the compensation historic ally paid to Mr. Lipar was commensur ate with
the duties he performed, please revise to eliminate this adjustment.

10. We note your response to prior comment 22.  With regard to the pool of employees that
are not currently participating in the existing profit sharing plan, please expand the fo urth
bullet of note (b) on page 57 and the third bullet of note (b) on page 59 to disclose (i) the
terms and number of equity awards as well as how you determined the pro forma
compensation expense.   Please also fully explain how these equity awards are a ccounted
for in your determination of pro forma earnings per share.

11. We have read your response to comment 24 from our letter dated August 6, 2013 .  Given
the proximity of the contributions made by the limited partners to LGI Investment Fund
III, L.P. to y our filing of your initial public offer, please explain the business purpose
related the commitment to pay 1.5 times the aggregate capital contributions.  Also
address what consideration was given to whether, in light of this commitment, the non -
controllin g interest in LGI Investment Fund III, L.P should be reflected and accounted for
as a redeemable non -controlling interest.

Eric Lipar
LGI Homes, Inc.
September 11, 2013
Page 5

 Notes to the Unaudited Pro Forma Balance Sheet, page 53

12. We note your response to prior comment 27 from our letter dated August 6,  2013.  You
indicate that in using a relief -from -royalty valuation model, you used a .5% royalty rate
which is indicative of your predecessor’s operational control of the LGI/GTSI Joint
Ventures.  Please clarify what you mean by this and why your predecess or’s operational
control of the LGI/GTSI Joint Ventures impacted your determination of an appropriate
royalty rate.  Please also explain how you determined the appropriateness of a 25%
discount rate.

Notes to Unaudited Pro Forma Statement of Operations fo r Six Months Ended June 30 , 2013,
page 56

13. We note your response to prior comment 26 from our letter dated August 6, 2013.   Please
include a footnote that details how you have determined the weighted average common
shares outstanding for your basic and dil uted earnings per share for the year ended
December 31, 2012 and the six months ended June 30, 2013.  To the extent applicable,
disclose the shares not included in your determination of diluted because to do so would
have been antidilutive.  Refer to ASC 2 60-10-50-1(a) and 50 -1(c).

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
63

General

14. We reissue comment 29 our letter dated August 6, 2013.  Please include a discussion
comparing the size and nature of the new communities to your existing communities.

15. Please disclose the effects of the costs of raw materials on your results up operations .
See comment 31 of our letter dated August 6, 2013.

16. Please expand your discussion here and elsewhere as appropriate to discuss your
cancellation rate, conversion rates, and other material indicators of results of operations
salient to the homebuilding i ndustry.  We note your response to comment 32 of our letter
dated August 6, 2013, and understand that you do not believe these indicators are
germane to your business model.  However, they are standard for your industry and allow
investors to compare your performance other participants in the homebuilding industry.

Overview, page 63

17. We note your statement in the final sentence of this page that you have achieved
profitability within six months of your first home closings in each of your new
communities.  Please reconcile this statement with your recent entries into the Orlando

Eric Lipar
LGI Homes, Inc.
September 11, 2013
Page 6

 and Atlanta markets, and your statements elsewhere qualifying this statement by limiting
it to your markets in Texas and Arizona.

18. Please expand your discussion here and elsewhere to  discuss the effects on results of
operations and capital expenditures of your entries into the Atlanta and Orlando markets.
Please see Item 303(a)(3)(i) of Regulation S -K.  Please also clarify the manner in which
your material capital commitments will be  funded.

Results of Operations, page 72

19. We have read your response to comment 37 from our letter dated August 6, 2013 and
have the following comments on your discussion of results of operations:

 You disclose on page 66 that based on your business model you believe that the
number of completed homes in inventory and  homes in progress in inventory at the
end of a reporting period provide more meaningful information to investors than
cancellation rates, conversion rates, new orders and backlog.  However, we  continue
to believe the above information is relevant to an investors understanding of your
business.  Please revise your filing to discuss new orders (units and aggregated dollar
value), cancellation rates, and backlog (units, average sales price and agg regated
dollar value) for each period and include a discussion for any material changes in this
data period over period.  Please consider providing this information in a tabular
presentation. Refer to Section 501.2 of the Financial Reporting Codification.  Please
also provide this information in your Selected Financial Data;

 You state that the impact of raw material prices on the cost of goods sold period over
period was not material.  However, based on your disclosure on pages 74 and 76
changes in raw ma terials did impact your margins.  Please quantify the increase in
raw material so that an investor can assess the impact of raw material increases on
your margins; and

 Please discuss Predecessor gross margin, operating income and net income for each
period presented.

Critical Accounting Policies, page 81

Real Estate Inventory and Cost of Home Sales, page 82

20. You indicate that when a home is closed, you record an accrual for the remaining
amounts owed to the subcontractor and other costs related to the construction of the
home.  Please more fully explain this statement.  Specifically explain why you need to
record an accrual for the remaining amounts owed to the subcontractor and other costs
related to the construction of the home as we assume these costs are capitalized to real
estate inventory as they are incurred.

Eric Lipar
LGI Homes, Inc.
September 11, 2013
Page 7

 Investments in Unconsolidated Entities and Variable Interest Entities (VIEs), page 83

21. You indicate that in your judgment you have determined that the six joint ventures you
are invested in represent variable interest entities (VIEs).  Please expand your disclosures
to address these judgments.

22. You indicate that you must use your judgment to determine f you have substantive
control or expiries significant influence over these entities.  Please revise to clarify, if
true, that once you make the determination that these joint ventures are VIEs, you  then
determine if you are the primary beneficiary of these VIEs.  With reference to the
authoritative literature, identify the judgments and/or assumptions you made to determine
whether you the primary beneficiary.  In this regard, we note that some of th e information
you have provided in response to prior comment

CORRESP
1
filename1.htm

CORRESP

 August 28, 2013

 Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Leland Benton

Craig E. Slivka

Re:
LGI Homes, Inc.

 Draft
Registration Statement on Form S-1

 Submitted July 10, 2013

CIK No. 0001580670

Ladies and Gentlemen:

 Set
forth below are the responses of LGI Homes, Inc. (the “Company”) to the comments contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission, dated August 6, 2013, with respect to the
above-captioned submission.

 Concurrently with the submission of this letter, the Company has filed publicly its Registration
Statement on Form S-1 (the “Registration Statement”) via EDGAR. For your convenience, five marked copies of the Registration Statement will be hand delivered to you to facilitate your review. Furthermore, the Company is sending via
overnight delivery service certain supplemental information responsive to the Staff’s requests in comments 5, 7 and 8 in separate correspondence.

 For your convenience, the Company has repeated in italics the comments and requests for additional information as set forth in the Staff’s comment letter. The Company’s response to each comment
or request is set forth immediately below the text of the applicable comment or request. Capitalized terms used but not defined in this letter shall have the meanings assigned to such terms in the Registration Statement.

General

1.
Please be advised that we will process this filing and any amendments without a price range. Since the price range triggers a number of disclosure matters, we will
need sufficient time to process the amendment when it is included. Please understand that its effect on disclosure throughout the document may cause us to raise issues on areas not previously commented upon.

Response:

 The Company acknowledges the
Staff’s comment.

2.
 As indicated in the comment above, we note that you have omitted certain pricing-related information as well as other information from this filing.
If you intend to rely on Rule 430A, please note that Rule 430A does not allow for the omission prior to effectiveness of amounts that may be computed based on the maximum number of shares offered and

 Securities and Exchange Commission

 August 28, 2013

  Page
 2

the mid-point of the offering price range, or the number of shares to be offered on the cover. In addition, please confirm that you will not circulate copies of the registration statement or the
preliminary prospectus until you include an estimated price range, maximum number of shares, dollar amounts dependent upon the offering price that are based on the mid-point of the offering price range, and all other information except information
you may exclude in reliance upon Rule 430A.

 Response:

 The Company acknowledges the Staff’s comment and confirms that it will not circulate copies of the Registration Statement or the preliminary prospectus until the Company has included an estimated
price range, maximum number of shares, dollar amounts dependent upon the offering price that are based on the mid-point of the offering price range, and all other information except information the Company may exclude in reliance upon Rule 430A.

3.
We encourage you to file all exhibits with your next amendment. Please understand that we will need adequate time to review these materials before effectiveness. In
addition, please file a copy of your LLC Operating Agreement with your next amendment.

 Response:

The Company acknowledges the Staff’s comment. The Certificate of Formation of LGI Homes Group, LLC and the First Amended and Restated Company
Agreement of LGI Homes Group, LLC have been filed as Exhibits 3.3 and 3.4 to the Registration Statement.

4.
Prior to the effectiveness of the registration statement, please arrange to have FINRA call us or provide us with a letter indicating that FINRA has cleared the
underwriting arrangements for the offering.

 Response:

 The Company acknowledges the Staff’s comment and confirms that, prior to the effectiveness of the Registration Statement, the Company will arrange to have FINRA call the Staff or provide the Staff
with a letter indicating that FINRA has cleared the underwriting arrangements for the offering.

5.
 You appear to qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act. Please supplementally
provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications. Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance

 Securities and Exchange Commission

 August 28, 2013

  Page
 3

upon Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate
in your offering.

 Response:

 In response to the Staff’s comment, the Company will supplementally provide to the Staff in separate correspondence, a copy of the presentation attached thereto as Exhibit A (the
“Presentation”) that was made by the Company to potential investors in reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Securities Act”).

 The Company asserts that the Presentation used by the Company constituted written “test the waters” communications, which assertion is based on (i) its status as an emerging growth company
as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”) and (ii) its belief, based on confirmation from the underwriters, that each of the potential investors that received the Presentation were “qualified
institutional buyers” (as defined in Rule 144A of the Securities Act) or institutions that are “accredited investors” (as defined in Regulation D of the Securities Act). Potential investors did not retain any copies of the
Presentation.

 Other than the Presentation, no other written communications have been presented by the Company or, to its knowledge, anyone
acting on its behalf to potential investors in reliance on Section 5(d) of the Securities Act.

 No research reports about the Company
have been, or to the Company’s knowledge, will be, published or distributed in reliance upon Section 2(a)(3) of the Securities Act added by Section 105(a) of the JOBS Act by any broker or dealer that is participating or will
participate in the offering.

6.
Please revise to include a reasonably detailed table of contents on either the inside front or outside back cover page of the prospectus. Please see Item 502(a)
of Regulation S-K.

 Response:

 The Company acknowledges the Staff’s comment and has revised the table of contents in the Registration Statement accordingly. Please see pages i-ii of the Registration Statement.

7.
 Please supplementally provide supporting documentation for all of the statistical and similar disclosure you make in your prospectus, particularly
with regard to the business performance of your peers. Please ensure that the manner in which your peer group was selected and the group of comparators you refer to is clear from your supplemental response. For example, we refer you to the
statements on page one and throughout your prospectus, among others, to the effect that: you are one of the nation’s fastest growing homebuilders; that you have industry-leading build times; that you had the highest revenue, closings growth,
return of

 Securities and Exchange Commission

 August 28, 2013

  Page
 4

assets, asset turnover, and closings per active community of public homebuilders. Please provide necessary context (for example, the number of homes in each of your active communities versus your
comparator group.) Please mark the supporting documents to show precisely the location of each piece of information on which you are relying for these and similar statements in your prospectus.

Response:

 In response to the
Staff’s comment, the Company will supplementally provide to the Staff in separate correspondence supporting documentation attached thereto as Exhibit B.

8.
Please provide similar substantiation for the more qualitative statements throughout your prospectus, such as, for example: that you offer superior value; that you
have a strong land position; that your markets are attractive; that unlike many of your competitors, you acquire finished lots and raw land in affordable locations with proximity to major thoroughfares, retail districts and centers of business; that
your print and digital advertising is innovative; and so forth.

 Response:

The Company believes that its focus on lots and land further away from city centers allows the Company to offer potential homebuyers a superior value on
homes. The Company generally acquires lots and land further away from the center of metropolitan areas and purchases lots and land at prices ranging from $9,000 to $25,000 per acre. Based on its discussions with land brokers and others in the real
estate market, the Company believes its competitors typically acquire similar acreage closer to city centers at higher prices. In addition, the Company targets affordable land acquisitions with proximity to major thoroughfares, retail districts and
centers of business. The Company will supplementally provide to the Staff in separate correspondence supporting documentation attached thereto as Exhibit C for the above statements. The Company requests confidential treatment for these
materials pursuant to 17 C.F.R. § 200.83.

 As of June 30, 2013, the Company owned or controlled 9,962 lots. The Company believes it
has a strong land position because it has more than seven years of land supply, based on the lots that it owned or controlled as of June 30, 2013 and its home closings for the twelve months ended June 30, 2013.

The Company believes its markets are attractive because many of the Company’s existing markets, including Austin, Houston, Dallas/Fort Worth,
Phoenix and San Antonio, are ranked among the top 10 markets for fastest population growth in the United States from 2000 to 2010, according to the U.S. Census Bureau. In addition, according to John Burns Real Estate Consulting, LLC
(“JBREC”), all of the Company’s existing markets, except for San Antonio, experienced job growth above the national average in the twelve months ended June 30, 2013, while San Antonio matched the national average. According to
JBREC, all of the Company’s markets experienced increased new homes sales in the twelve months ended June 30, 2013.

 Securities and Exchange Commission

 August 28, 2013

  Page
 5

 The Company believes that it makes extensive use of advertising because of its direct mailing program.
Each week, the Company sends an average of 12,000 direct mailings to renters within a 25-mile radius of each of its active communities. The Company is not aware of any of its competitors that employ a direct mailing program on this scale. The
Company also believes this direct mailing program aimed at renters of apartments and single-family homes allows the Company to more specifically target entry level homebuyers.

 The Company employs an even-flow construction methodology, which provides a consistent flow of work for its subcontractors. The Company believes this methodology results in favorable relationships with
subcontractors who prefer the stability of this method. The Company will supplementally provide to the Staff in separate correspondence supporting documentation attached thereto as Exhibit C for these statements. The Company requests
confidential treatment for these materials pursuant to 17 C.F.R. § 200.83.

 The Company has modified the disclosure in the Registration
Statement relating to certain of these qualitative statements. Please see pages 2, 3, 138, 140 and 146 of the Registration Statement.

Summary, page one

9.
Please ensure that the information you include in your summary is balanced. To the extent that you continue to cite competitive strengths in your summary, please
review each one and revise as necessary to provide balancing information rather than a simple list of risk factors at the end of this section.

 Response:

 The Company acknowledges the Staff’s comment and has revised the Summary
section of the Registration Statement accordingly. Please see pages 4 and 142-143 of the Registration Statement.

10.
Please identify those aspects of the offering and your company that are most significant, and highlight these points in plain, clear language. The summary should
not, and is not required to repeat the detailed information in the prospectus. The detailed description of your business, competitive strengths, and strategy is unnecessary since you repeat them verbatim in the business section of the prospectus.

 Response:

The Company acknowledges the Staff’s comment. While the Summary section of the Registration Statement was a condensed description of the
Company’s business, competitive strengths and strategy in the Business section, the Company has further condensed the information in the Summary section to focus on the aspects of the offering and the Company that are most significant. Please
see pages 1-7 of the Registration Statement.

 Securities and Exchange Commission

 August 28, 2013

  Page
 6

 Proven ability to expand into new geographic markets, page five

11.
Please disclose the basis of the in-depth local market knowledge that you refer to in the final sentence under this paragraph as it relates to the Tampa, Atlanta,
and Orlando markets, which you have recently entered, and the similar reference to “[y]our familiarity with each of [y]our existing markets” on the following page.

 Response:

 The Company acknowledges the Staff’s comment and has disclosed that the new
employees that the Company has hired in the Tampa, Atlanta and Orlando markets have in-depth local market knowledge of each of those markets. Please see pages 4-5 and 143-144 of the Registration Statement.

The Transactions, page nine

12.
Supplementally, please tell us the exemption under which the securities in the formation transactions will be issued.

Response:

 The shares of the
Company’s common stock to be issued in the Formation Transactions will be issued pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D thereunder.

 Risks Related to Our Business, page 18

 Continued or additional tightening of
mortgage lending standards and mortgage financing requirements and rising interest rates could adversely affect the availability of mortgage loans for potential purchasers of our homes and thereby reduce our sales, page 18

13.
You state in the second paragraph under this heading that if the USDA rural development program is discontinued or funding is decreased, then your business could be
affected. Please disclose where this program is available, and what percentage of your inventory may be affected.

Response:

 The Company acknowledges the
Staff’s comment and has disclosed that the USDA rural development program is available in all of the Company’s markets and affects 65% of the Company’s active communities as of June 30, 2013. Please see page 17 of the
Registration Statement.

 Securities and Exchange Commission

 August 28, 2013

  Page
 7

 Labor and raw material shortages and price fluctuations could delay or increase the cost of home
construction, which could materially and adversely affect us, page 20

14.
In the third sentence under this heading you state that certain of your markets have begun to exhibit a scarcity of skilled labor. Please clarify which markets you
are referring to, and how your expansion plans may be affected.

 Response:

The Company acknowledges the Staff’s comment and has clarified tha

August 6, 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.
Draft Registration Statement on Form S-1
Submitted July 10, 2013
  CIK No. 0001580670

Dear Mr. Lipar :

We have reviewed your draft registration statement  and have the following 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 providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  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 re sponse to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please be advised that we will process this filing and any amendments without a price
range. Since the price range triggers a number of disclosure matters, we will need
sufficient time to process the amendment when it is included. Please understand that it s
effect on disclosure throughout the document may cause us to raise issues on areas not
previously commented upon.

2. As indicated in the comment above, we note that you have omitted certain pricing -related
information as well as other information from thi s filing. If you intend to rely on Rule
430A, please note that Rule 430A does not allow for the omission prior to effectiveness
of amounts that may be computed based on the maximum number of shares offered and
the mid -point of the offering price range, or the number of shares to be offered on the
cover. In addition, please confirm that you will not circulate copies of the registration

Eric Lipar
LGI Homes, Inc.
August 6, 2013
Page 2

 statement or the preliminary prospectus until you include an estimated price range,
maximum number of shares, dollar amounts  dependent upon the offering price that are
based on the mid -point of the offering price range, and all other information except
information you may exclude in reliance upon Rule 430A.

3. We encourage you to file all exhibits with your next amendment. Pleas e understand that
we will need adequate time to review these materials before effectiveness. In addition,
please file a copy of your LLC Operating Agreement with your next amendment.

4. Prior to the effectiveness of the registration statement, please arrang e to have FINRA call
us or provide us with a letter indicating that FINRA has cleared the underwriting
arrangements for the offering.

5. You appear to qualify as an “emerging growth company,” as defined in the Jumpstart Our
Business Startups Act. Please sup plementally provide us with copies of all written
communications, as defined in Rule 405 under the Securities Act, that you, or anyone
authorized to do so on your behalf, present to potential investors in reliance on Section
5(d) of the Securities Act, whe ther or not they retain copies of the communications.
Similarly, please supplementally provide us with any research reports about you that are
published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933
added by Section 105(a) o f the Jumpstart Our Business Startups Act by any broker or
dealer that is participating or will participate in your offering.

6. Please revise to include a reasonably detailed table of contents on either the inside front
or outside back cover page of the pr ospectus.  Please see Item 502 (a) of Regulation S -K.

7. Please supplementally provide supporting documentation for all of the statistical and
similar disclosure you make in your prospectus, particularly with regard to the business
performance of your peers.  Please ensure that the manner in which your peer group was
selected and the group of comparators you refer to is clear from your supplemental
response.  For example, we refer you to the statements on page one and throughout your
prospectus, among others, to the effect that: you are one of the nation’s fastest growing
homebuilders ; that you have industry -leading build times; that you had the highest
revenue, closings growth, return of assets, asset turnover, and closings per active
community of public homeb uilders.  Please provide necessary context (for example, the
number of homes in each of your active communities versus your comparator group.)
Please mark the supporting documents to show precisely the location of each piece of
information on which you ar e relying for these and similar  statements in your prospectus.

8. Please provide similar substantiation for the more qualitative statements throughout your
prospectus, such as, for example: that you offer superior value; that you have a strong
land position;  that your markets are attractive; that unlike many of your competitors, you
acquire finished lots and raw land in affordable locations with proximity to major

Eric Lipar
LGI Homes, Inc.
August 6, 2013
Page 3

 thoroughfares, retail districts and centers of business; that your print and digital
advertising  is innovative; and so forth.

Summary, page one

9. Please ensure that the information you include in your summary is balanced.  To the
extent that you continue to cite competitive strengths in your summary, please review
each one and revise as necessary to provide balancing information rather than a simple
list of risk factors at the end of this section.

10. Please identify those aspects of the offering and your company that are most significant,
and highlight these points in plain, clear language.  The summary  should not, and is not
required to repeat the detailed information in the prospectus.  The detailed description of
your business, competitive strengths, and strategy is unnecessary since you repeat them
verbatim in the business section of the prospectus.

Proven ability to expand into new geographic markets, page five

11. Please disclose the basis of the in -depth local market knowledge that you refer to in the
final sentence under this paragraph as it relates to the Tampa, Atlanta, and Orlando
markets, which you have recently entered, and the similar reference to “[y]our familiarity
with each of [y]our existing markets” on the following page.

The Transactions, page nine

12. Supplementally , please tell us the exemption under which the securities in the formation
transactions will be issued.

Risks Related to Our Business, page 18

Continued or additional tightening of mortgage lending standards and mortgage financing
requirements and risin g interest rates could adversely affect the availability of mortgage loans for
potential purchasers of our homes and thereby reduce our sales, page 18

13. You state in the second paragraph under this heading that if the USDA rural development
program is disco ntinued or funding is decreased, then your business could be affected.
Please disclose where this program is available, and what percentage of your inventory
may be affected.

Eric Lipar
LGI Homes, Inc.
August 6, 2013
Page 4

 Labor and raw material shortages and price fluctuations could delay or incr ease the cost of home
construction, which could materially and adversely affect us, page 20

14. In the third sentence under this heading you state that certain of your markets have begun
to exhibit a scarcity of skilled labor.  Please clarify which markets yo u are referring to,
and how your expansion plans may be affected.

The homebuilding industry is highly competitive and, if our competitors are more successful or
offer better value to our customers, our business could decline, page 23

15. Please expand this discussion to include discussions of your lower market share in each
of the markets you operate in, as well as the effects of the shadow inventory on your
competitive environment.  It may be helpful to split this discussion and place it under
multiple head ings.

Our operating performance is subject to risks associated with the real estate industry, page 28

16. This risk factor appears generic and redundant of many of the oth er risk factors in this
section .  Please delete or revise this risk factor accordingly .

The estimates, forecasts and projections relating to our markets prepared by JBREC are based
upon numerous assumptions and may not prove to be accurate, page 31

17. We note the disclaimer s, here and elsewhere, as to the accuracy or appropriateness of the
market information referred to in the prospectus.  Under the federal securities laws, the
company is responsible  for all information contained within its registration statement and
should not include language that suggests otherwise.  However, you may state that you
have not independently verified this information.  Please delete this language.

We expect to use leverage in executing our business strategy, which may adversely affect the
return on our assets, page 35

18. Please disclose your current debt service obligations.

Risks Related to this Offering and Ownership of our Common Stock, page 38

19. We note your risk factor stating that “[c]oncentration of ownership of the voting power of
our c apital stock may prevent o ther stockholders from influencing corporate decisions
and create perceived conflicts of interest.”  Please disclose whether you be considered a
controlled company under exchange listing guidelines and, if so, provide disclosure i n the
prospectus describin g the ramifications of such a designation.

Eric Lipar
LGI Homes, Inc.
August 6, 2013
Page 5

 Future sales of our common stock could cause the market value of our common stock to decline
and could result in dilution of your shares, page 39

20. In the third paragraph under this head ing, at the top of page 40, you refer to an option by
the underwriters to purchase shares from GTIS.  You are not registering the resale of
shares by GTIS, and you do not refer elsewhere to any arrangement by which GTIS may
publicly sell your common stock.   Please clarify this reference, and provide selling
shareholder and other appropriate disclosure as appropriate.

Unaudited Pro Forma Financial Information, page 49

21. Please note that we may have further comment once you complete your pro forma
financial information.  Please ensure that each pro forma adjustment includes a
discussion of any significant assumptions and estimates used to arrive at the amounts.

22. As indicated on the bottom of page 39, we note that upon completion of this offering
your officers , employees and non -employee directors will be granted restricted stock
units. To the extent the impact of these grants may be material to your financial results,
please address the need to reflect these transactions within your pro forma financial
stateme nts.  Refer to Rule 11 -01(a)(8) of Regulation S -X.

23. With reference to your disclosures on page 66, please expand the disclosures in the
headnote to your pro formas to clarify that the pro forma results of operations do not
include the additional general an d administrative expenses that you will incur being a
public company.

24. As indicated on page F -34, we note that in 2013, LGI Homes Group,  LLC formed LGI
Fund  III Holdings,  LLC (a joint venture consolidated in the accompanying financial
statements) with LGI  Investment Fund  III, LP.  In connection with the formation of LGI
Investment  III, LP, a commitment was made to the unrelated limited partners to pay out
1.5 times the investment amount in the event of an IPO.  Subsequent to March  31, 2013,
LGI Fund III Ho ldings, LLC received $10.2 million in additional capital contributions
from the non -controlling interests.   Please tell us the total capital committed by the non -
controlling interest and address the need to reflect the obligation to make this payout in
your pro forma balance sheet.

Unaudited Pro Forma Statement of Operations, page 51 and 53

25. Please present income related to non -controlling interest in the Predecessor’s Statement
of Operations.

Eric Lipar
LGI Homes, Inc.
August 6, 2013
Page 6

 Notes to Unaudited Pro Forma Statement of Operations for Th ree Months Ended March 31,
2013, page 51

26. Please present pro forma earnings per share. Refer to Rule 11 -02(b)(7) of Regulation S -X
for guidance.

Notes to Unaudited Pro Forma  Balance Sheet, page 56

27. Based on your disclosures in note (b), it does not appea r that you have identified any
intangible assets related to the GTIS Transaction.  With reference to ASC 805 -20-25-10
through 25 -15 and ASC 805 -20-55-2 through 55 -45, please address the need to recognize
intangible assets separately from goodwill including , but not limited to, backlog and
marketing -related intangible assets.

28. As indicated in note (c), you have reflected the acquisition of LGI Homes Group as a
contribution of the predecessor’s businesses recorded at historical cost.  With reference to
the ow nership interests in LGI Homes, Inc., please revise your disclosures to clarify, if
true, that you are accounting for this transaction as a transaction between entities under
common control.  Refer to ASC 805 -50-15-6 and ASC 805 -50-30-5.

Management’s Disc ussion and Analysis of Financial Condition and Results of Operations, page
61

General

29. Please ensure that you include sufficient information to provide meaningful context to
your disclosure.  For example, on page 68 you discuss how much of your operating
results stem from the opening of new communities.  However, the impact of these
openings is not apparent without a comparison of the size of the new communities and
home available for sale within them to your pre -existing inventory, as well as a
discussio n of the markets in which both the new and old communities are located. Please
see Section III.B.2 of SEC Release 33 -8350.

30. Your MD&A contains minimal disclosure on prospective developments and strategies.
While you include the Market Opportunity section  following MD&A which has intensive
discussion of possible trends in each of the markets you operate in, you do not give any
indication of management’s views regarding these trends.  Similarly, while you discuss
your expectation to reach 24 active communit ies as of December 31, 2013, no indication
is made of where these expected communities will be located or their sizes.  Please see
Section III.B.3 of SEC Release 33 -8350 and Item 303(a)(3)(ii) of Regulation S -K and
revise your disclosure accordingly.

31. Much of your MD&A appears to consist of restatements of the information presented in
your financial disclosures. Please revise to provide appropriate insight into management’s

Eric Lipar
LGI Homes, Inc.
August 6, 2013
Page 7

 perspective on your business, as well as appropriate color on the geographic bre akdown
of the trends that you disclose.  In addition, please provide greater information on the
effect of increases in costs of raw materials on your cost of sales, which is noted for every
period discussed but not quantified or addressed in detail, and wh ich you state on page 64
has not materially affected your gross margins.  Please refer to Section III.B.4 of SEC
Release 33 -8350.

32. Please expand your discussion here, and elsewhere as appropriate, to discuss your
cancellation rate, conversion rates, and o ther material indicators of results of operations
salient to the homebuilding industry.

Presentation of Results of Operations and Other Data, page 63

33. We note that throughout this prospectus, you present certain financial and other data on
an aggregated b asis by adding the historical results of your predecessor and the
LGI/GTIS Joint Ventures and eliminating the transactions, balances and payments
between them.  We have the following comments in this regard:

 Please revise your disclosures throughout the p rospectus, including, but not limited
t