Sec Form 13G Filing - LEE THOMAS H EQUITY FUND IV LP @ Hilltop Holdings Inc.

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

AFFORDABLE RESIDENTIAL COMMUNITIES, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

008273 104

(CUSIP Number)

January 10, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
ý	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 008273 104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas H. Lee Equity Fund IV, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 612,500

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 612,500

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 612,500

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. G0692 U 10 9

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas H. Lee Foreign Fund IV-B, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 59,596

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 59,596

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 59,596

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas H. Lee Foreign Fund IV, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 21,173

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 21,173

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 21,173

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas H. Lee Charitable Investment, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 50,436

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 50,436

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 50,436

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas H. Lee Investors Limited Partnership

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 190

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 190

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 190

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Charles W. Robins as Trustee of Nathan Lee 2000 Trust

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 355

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 355

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 355

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Andrew D. Flaster

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 1,120

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 1,120

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,120

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Soren L. Oberg

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 1,406

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 1,406

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,406

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) James Westra

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 1,403

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 1,403

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,403

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Charles W. Robins

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 1,403

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 1,403

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,403

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Scott L. Jaeckel

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 1,465

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 1,465

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,465

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas R. Shepherd

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 2,595

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 2,595

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,595

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Joseph J. Incandela

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 2,595

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 2,595

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,595

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) The 1995 Harkins Gift Trust

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 3,368

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 3,368

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,368

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Charles W. Robins as Trustee of Jesse Lee 2000 Trust

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 3,733

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 3,733

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,733

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Charles A. Brizius

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 3,791

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 3,791

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,791

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Terrence M. Mullen

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

SEC Use Only

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

Sole Voting Power
5,099

Shared Voting Power
-0-

Sole Dispositive Power
5,099

Shared Dispositive Power
-0-

Aggregate Amount Beneficially Owned by Each Reporting Person
5,099

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

11.

Percent of Class Represented by Amount in Row (9)
Less than 1.0%

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Todd M. Abbrecht

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 5,159

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 5,159

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,159

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Robert Schiff Lee 1988 Irrevocable Trust

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 5,493

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 5,493

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,493

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Stephen Zachary Lee

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 5,493

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 5,493

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,493

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Kent R. Weldon

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 6,518

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 6,518

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,518

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Seth W. Lawry

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 9,802

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 9,802

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,802

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Scott M. Sperling

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 23,648

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 23,648

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 23,648

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Scott A. Schoen

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 23,648

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 23,648

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 23,648

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Warren C. Smith, Jr.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 23,493

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 23,493

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 23,493

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Anthony J. DiNovi

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 23,648

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 23,648

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 23,648

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

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CUSIP No. G0692 U 10 9

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) C. Hunter Boll

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 23,494

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 23,494

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 23,494

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas M. Hagerty

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 23,706

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 23,706

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 23,706

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David V. Harkins

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 28,147

			6.		Shared Voting Power 3,368

			7.		Sole Dispositive Power 28,147

			8.		Shared Dispositive Power 3,368

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 31,515

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) State Street Bank & Trust Company, as Trustee for the 1997 Thomas H. Lee Nominee Trust

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 104,935

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power 104,935

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 104,935

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) THL Equity Advisors IV, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 693,269

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 693,269

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 693,269

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 1.7%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. G0692 U 10 9
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) THL Investment Management Corp.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 190

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 190

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 190

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) CO

Item 1.
	(a)	Name of Issuer Affordable Residential Communities, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 600 Grant Street, Suite 900, Denver, Colorado 80203

Item 2.
	(a)	Name of Person Filing Thomas H. Lee Equity Fund IV, L.P. Thomas H. Lee Foreign Fund IV-B, L.P. Thomas H. Lee Foreign Fund IV, L.P. THL Equity Advisors IV, LLC Thomas H. Lee Charitable Investment, L.P. Thomas H. Lee Investors Limited Partnership THL Investment Management Corp. Certain parties affiliated with Thomas H. Lee Partners, L.P., a Delaware limited partnership (the “Affiliate Purchasers”) set forth on Schedule I attached hereto
	(b)	Address of Principal Business Office or, if none, Residence c/o Thomas H. Lee Partners, L.P. 100 Federal Street, 35th Floor Boston, MA 02110
	(c)	Citizenship See item 4 of each cover page.
	(d)	Title of Class of Securities Common Stock, $0.01 par value per share
	(e)	CUSIP Number 008273 104

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance co mpany as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
	— Not Applicable –

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:
On January 10, 2005, each of Thomas H. Lee Equity Fund IV, L.P., a Delaware limited partnership (“Fund IV”), Thomas H. Lee Foreign Fund IV, L.P., a Delaware Limited partnership (“Foreign Fund”) and Thomas H. Lee Foreign Fund IV-B, L.P., a Delaware Limited partnership (“Foreign Fund IV B”) distributed all shares of the identified securities held by them to their partners in a pro-rata distribution for no additional consideration. Therefore, Fund IV is the record holder of immediately exercisable warrants to purchase 612,500 shares of the identified class of securities. Foreign Fund IV is the record holder of immediately exercisable warrants to purchase 21,173 shares of the identified class of securities. Foreign Fund IV B is the record holder of immediately exercisable warrants to purchase 59,596 shares of the identified class of securities. As the sole general partner of each of the Funds, Advisors may be deemed to be the beneficial owner of immediately exercisable warrants to purchase 693,269 shares of the identified securities. Advisors disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein. Each of Thomas H. Lee Charitable Investment, L.P., Thomas H. Lee Investors Limited Partnership, THL Investment Management Corp. (the general partner of Thomas H. Lee Investors Limited Partnership), and the Affiliate Purchasers have beneficial ownership of less than 1.0% of the identified securities.
	(b)	Percent of class: See Item 11 of each cover page.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote See Item 5 of each cover page
		(ii)	Shared power to vote or to direct the vote See Item 6 of each cover page
		(iii)	Sole power to dispose or to direct the disposition of See Item 7 of each cover page
		(iv)	Shared power to dispose or to direct the disposition of See Item 8 of each cover page

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ý.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	See Item 4(a) above.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
	– Not Applicable –

Item 8.	Identification and Classification of Members of the Group
Not Applicable. The reporting persons expressly disclaim membership in a “group” as used in Rule 13d-1(b)(1)(ii)(J).

Item 9.	Notice of Dissolution of Group
	– Not Applicable –

Item 10.	Certification
Not Applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:	February 14, 2005.	THOMAS H. LEE FOREIGN FUND IV-B, L.P.
		By:		THL Equity Advisors IV, LLC, its general
				partner


		By:	/s/ Thomas H. Lee
			Name: Thomas H. Lee
			Title: Member

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ' 240.13d-7(b) for other parties for whom copies are to be sent.