CHATEAU PROPERTIES INC
S-3, 1997-06-06
REAL ESTATE INVESTMENT TRUSTS
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       As  filed  with  the Securities and Exchange Commission on June 6, 1997
                                                     Registration    No. 
                                                                        ------
==============================================================================
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                            -----------------
                               FORM S-3
                         REGISTRATION STATEMENT
                                  UNDER
                       THE SECURITIES ACT OF 1933
                            -----------------

                        CHATEAU COMMUNITIES, INC.
          (Exact name of Registrant as specified in its charter)

          MARYLAND                                    38-3132038

(State or other jurisdiction of                       (IRS Employer
incorporation or organization)                              Identification
No.)
                           6430 SOUTH QUEBEC STREET
                          ENGLEWOOD, COLORADO  80111
                                (303) 741-3707
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                            -----------------

                               GARY P. MCDANIEL
                           6430 SOUTH QUEBEC STREET
                          ENGLEWOOD, COLORADO  80111
                                (303) 741-3707
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                            -----------------

                                  COPIES TO:
                           JAY L. BERNSTEIN, ESQ.
                               ROGERS & WELLS
                               200 PARK AVENUE
                          NEW YORK, NEW YORK  10166
                               (212) 878-8000
                            -----------------

       APPROXIMATE  DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:  From time
to time after the effective date of the Registration Statement as determined by
market conditions.

       If the only securities  being  registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  <square>

       If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant  to Rule 415 under the Securities Act
of 1933, other than securities offered only  in  connection  with  dividend  or
interest reinvestment plans, check the following box.  <checked-box>

       If  this form is filed to register additional securities for an offering
pursuant to  Rule  462(b) under the Securities Act, check the following box and
list the Securities  Act  registration  statement  number  of earlier effective
registration statement for the same offering.  <square> ________

       If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the  Securities  Act
registration  statement  number of the earlier effective registration statement
for the same offering.  <square> ________

       If delivery of the  prospectus  is  expected to be made pursuant to Rule
434, please check the following box.  <square>




                                     CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
     Title of Class of          Amount to be          Proposed Maximum      Proposed Maximum Aggregate           Amount of
     Securities Being            Registered        Offering Price Per Share       Offering Price             Registration Fee
        Registered
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                    <C>                       <C>                            <C>
Common Stock, par value          5,271,941             $26.125(a)                $137,729,459                     $41,736
$.01 per share
==============================================================================================================================
</TABLE>

(a) Estimated solely for the purpose of calculating  the  registration  fee  in
<PAGE>
    accordance  with  Rule 457(c) under the Securities Act of 1933, as amended,
    and based on the average  of  the  high  and  low sale prices of the Common
    Stock reported on the New York Stock Exchange on June 2, 1997.

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION  STATEMENT  ON  SUCH DATE OR
DATES  AS  MAY  BE  NECESSARY  TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME  EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL  THIS  REGISTRATION  STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
===============================================================================
NB106499.3
PAGE
<PAGE>
                             Subject to Completion
                   Preliminary Prospectus Dated June 6, 1997
PROSPECTUS
- ----------
                      5,271,941 SHARES
                  CHATEAU COMMUNITIES, INC.
                        COMMON STOCK

This Prospectus relates to the possible offer and sale from  time to time of up
to 5,271,941 shares (the "Secondary Shares") of common stock,  par  value  $.01
per share (the "Common Stock"), of Chateau Communities, Inc. (the "Company") by
persons  who  may  have received such shares without registration (the "Selling
Stockholders").  The Secondary Shares may be offered in amounts and on terms to
be set forth herein  or  in one or more supplements to this Prospectus (each, a
"Prospectus Supplement").   The  registration  of the Secondary Shares to which
this Prospectus relates does not necessarily mean  that  any  of  the Secondary
Shares will be sold by the Selling Stockholders.

The  Common  Stock  is  listed on the New York Stock Exchange under the  symbol
"CPJ."  To ensure that the Company maintains its qualification as a real estate
investment trust (a "REIT"),  ownership  by  any person is limited to 7% of the
outstanding   shares   of   capital  stock,  with  certain   exceptions.    See
"Restrictions on Transfer of Capital Stock."

The Selling Stockholders from  time  to  time  may offer and sell the Secondary
Shares held by them directly or through agents or broker-dealers on terms to be
determined at the time of sale.  To the extent required, the names of any agent
or broker-dealer and applicable commissions or discounts and any other required
information  with respect to any particular offer  will  be  set  forth  in  an
accompanying Prospectus  Supplement.   See "Plan of Distribution."  Each of the
Selling Stockholders reserves the right  to  accept  or  reject, in whole or in
part, any proposed purchase of the Secondary Shares.

The Company will not receive any of the proceeds from the  sale  by the Selling
Stockholders  of  any  of the Secondary Shares, but has agreed to bear  certain
expenses of registration  of  the  Secondary  Shares  under  Federal  and state
securities laws.

The Selling Stockholders and any agents or broker-dealers that participate with
the  Selling  Stockholders  in the distribution of the Secondary Shares may  be
deemed to be "underwriters" within  the  meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any commissions received by them and any
profit on the resale of the Secondary Shares  may  be deemed to be underwriting
commissions or discounts under the Securities Act.


                            =========================


         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
          SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
           COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
              COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                  THIS PROSPECTUS.  ANY REPRESENTATION TO THE
                        CONTRARY IS A CRIMINAL OFFENSE.


                             ========================

                THE DATE OF THIS PROSPECTUS IS          , 1997.
                                              ----------

Information  contained  herein  is  subject  to  completion  or  amendment.   A
registration statement  relating to  these securities  has been  filed with the
Securities and Exchange Commission.   These  securities may not be sold nor may
offers to buy be accepted prior to the  time the registration statement becomes
effective.   This  Prospectus  shall  not  constitute  an offer to  sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any sale of these securities in any State in which such  offer, solicitation
or sale would be unlawful prior  to  registration  or  qualification  under the
securities laws of any such State.


PAGE
<PAGE>

      NO  PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION  OR  TO  MAKE  ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS  IN  CONNECTION  WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION  OR  REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY  OR  ANY UNDERWRITERS, AGENTS OR DEALERS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER  TO  SELL  OR  SOLICITATION  OF AN
OFFER  TO  BUY  SECURITIES  IN  ANY  JURISDICTION  TO  ANY PERSON TO WHOM IT IS
UNLAWFUL  TO  MAKE SUCH OFFER OR SOLICITATION.  NEITHER THE  DELIVERY  OF  THIS
PROSPECTUS NOR  ANY  SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT THERE  HAS  BEEN  NO  CHANGE  IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
HEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE DATE HEREOF.


                             AVAILABLE INFORMATION

      The  Company  is  subject  to  the  informational  requirements   of  the
Securities  Exchange  Act  of  1934,  as  amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy  statements,  and  other information
with the Securities and Exchange Commission (the "Commission").  Such  reports,
proxy  statements  and  other information filed by the Company may be inspected
and copied at the public  reference  facilities maintained by the Commission at
Room  1024,  450  Fifth  Street,  N.W., Washington,  D.C.  20549,  and  at  the
Commission's Regional Offices at Citicorp  Center,  500  West  Madison  Street,
Suite  1400, Chicago, Illinois 60661, and Seven World Trade Center, 13th Floor,
New York,  New  York  10048.  Copies of such material also can be obtained from
the Public Reference Section  of  the  Commission,  Washington,  D.C.  20549 at
prescribed  rates.  The Company files its reports, proxy statements  and  other
information with the Commission electronically.  The Commission maintains a Web
site  (http://www.sec.gov)   that   contains  reports,  proxy  and  information
statements and other information regarding registrants that file electronically
with the Commission.  The Common Stock of the Company is listed on the New York
Stock Exchange ("NYSE") and similar information  concerning  the Company can be
inspected and copied at the offices of the NYSE, 20 Broad Street, New York, New
York, 10005.

      The  Company has filed with the Commission a registration  statement  (of
which this Prospectus  is a part) on Form S-3 (together with all amendments and
exhibits thereto, the "Registration  Statement")  under  the  Securities Act of
1933, as amended (the "Securities Act"), with respect to the Secondary  Shares.
This Prospectus  does  not  contain  all  the  information  set  forth  in  the
Registration  Statement,  certain  portions  of  which  have  been  omitted  as
permitted  by  the rules and regulations of the Commission, and in the exhibits
thereto.  Statements  contained  in  this  Prospectus  as to the content of any
contract or other document are not necessarily complete,  and  in each instance
reference is made to the copy of such contract or other document  filed  as  an
exhibit  to  the Registration Statement, each such statement being qualified in
all respects by  such  reference  and  the exhibits and schedules thereto.  For
further information regarding the Company  and  the Secondary Shares, reference
is hereby made to the Registration Statement and  such  exhibits and schedules,
which  may be examined without charge at, or copies obtained  upon  payment  of
prescribed fees from, the Commission and its regional offices listed below.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed  by  Chateau  Communities, Inc. with the
Commission pursuant to the Exchange Act are incorporated  by  reference  herein
and made a part hereof:

      1.    The  Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1996 (Commission File No. 1-12496).

      2.    The Company's  Quarterly Report on Form 10-Q for the fiscal quarter
            ended March 31, 1997 (Commission File No. 1-12496).

      3.    The Company's Current Report on Form 8-K, dated May 30, 1997, filed
            with the Commission  pursuant  to the Exchange Act (Commission File
            No. 1-12496).

                                        2
PAGE
<PAGE>

      4.    The description of the Company's  Common  Stock  contained  in  the
            Company's registration statement on Form 8-A, filed pursuant to the
            Exchange  Act,  including  any  amendments or reports filed for the
            purpose of updating such description.

      All  documents  subsequently filed by the  Company  pursuant  to  Section
13(a), 13(c), 14 and 15(d)  of the Exchange Act and prior to the termination of
the offering of all Secondary  Shares  shall  be  deemed  to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such document.

      Any  statement  or  information contained in a document  incorporated  or
deemed to be incorporated by  reference  herein  shall  be  deemed  modified or
superseded  for  the purposes of this Prospectus to the extent that a statement
contained herein or  in  any  subsequently  filed  document which also is or is
deemed  to  be  incorporated by reference herein modifies  or  supersedes  such
statement.  Any such  statement  so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

      The Company will provide without  charge  to  each  person  to  whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any  and  all of the information incorporated by reference into this Prospectus
(not including  exhibits  to  the information that is incorporated by reference
unless  such  exhibits  are  specifically  incorporated  by  reference  to  the
information  that this Prospectus  incorporates).   Written  requests  for  the
information  described  in  this  paragraph  shall  be  directed  to:   Chateau
Communities, Inc., 6430 South Quebec Street, Englewood, Colorado 80111.




                                        3

<PAGE>
<PAGE>
                                  THE COMPANY

      The Company  is  a  self-administered and self-managed equity real estate
investment trust ("REIT") that  was  formed  in 1993 to continue and expand the
property operations and business objectives of  ownership, management, leasing,
expansion,  development  and  acquisition  of  manufactured   home  communities
previously conducted by Chateau Estates, a Michigan co-partnership ("Chateau").
On February 11, 1997, the Company completed a strategic merger  of  equals (the
"Merger")  with  ROC  Communities,  Inc.  ("ROC"),  in which ROC merged with  a
special-purpose merger subsidiary of the Company.  As  a  result of the Merger,
the businesses of the Company and ROC were combined, and the Company is now the
largest  owner/manager of manufactured home communities in the  United  States,
based both on the number of communities and the number of residential homesites
owned.  As  of  March 31, 1997, the Company owned and operated 128 manufactured
home communities  (the "Properties") located in 27 states, with an aggregate of
42,986 homesites.   The Company's portfolio is geographically diversified, with
significant concentrations in the southeastern and midwestern United States, as
well as the Pacific Coast  states,  permitting  economies  of scale in property
management operations.  The Company's portfolio is also diversified by resident
orientation, with approximately 28% of the residential homesites in communities
which are adult-oriented and 72% of residential homesites in  communities which
are family-oriented.  At March 31, 1997, approximately 94.1% of  the  Company's
homesites   were   occupied.   In  addition,  the  Company  fee  manages  6,953
residential homesites  in  34 communities.  Also at March 31, 1997, the Company
owned   undeveloped   land  adjacent   to   existing   communities   containing
approximately 4,200 expansion sites which are zoned for manufactured housing.

      The Company conducts  substantially  all  of  its  activities  through CP
Limited   Partnership,   a   Maryland   limited   partnership  (the  "Operating
Partnership") in which as of March 31, 1997, the Company  owned,  directly  and
through ROC (the  other  general  partner  of  the  Operating  Partnership), an
approximate 90% general partner interest.  As general partners of the Operating
Partnership,   the  Company  and  ROC  have  unilateral  control  and  complete
responsibility for the management of the Operating Partnership and over each of
the Properties.   The  Company's  Common  Stock is listed on the NYSE under the
Symbol "CPJ."

      The  Company's and the Operating Partnership's  executive  and  principal
property management offices are located at 6430 South Quebec Street, Englewood,
Colorado 80111  and  their telephone number is (303) 741-3707.  The Company and
the Operating Partnership  have regional property management offices in Clinton
Township,  Michigan;  Indianapolis,   Indiana;  Tampa,  Florida;  and  Atlanta,
Georgia.


                      RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
                             Three months ended                      YEAR ENDED DECEMBER 31,
                                      <C>                -------------------------------------------------------  
<S>                                                    <C>           <C>           <C>          <C>          <C>
                                MARCH 31, 1997        1996          1995          1994         1993         1992
                             ------------------       ----          ----          ----         ----         ----     
Ratio of earnings
  to fixed charges.......           2.03              2.24          2.12          3.47         1.31         1.20
Ratio of funds from
operations                          3.25              3.11          2.99          4.66         1.82         1.65
  to fixed charges.......
</TABLE>


      Ratio of earnings to fixed charges represents income before extraordinary
item plus fixed charges to fixed charges (principally interest and amortization
of deferred financing costs).  Ratio of  funds from operations to fixed charges
represents funds from operations plus fixed  charges  to  fixed charges.  Funds
from  operations,  as used in the above table and as defined  by  the  National
Association of Real  Estate Investment Trusts, means net income excluding gains
(or losses) from debt restructuring and sales of property plus depreciation and
amortization.  Management  believes  that funds from operations is an important
and widely sued measure of the operating  performance of REITs which provides a
relevant basis for comparison among REITs.   Funds from operations (i) does not
represent cash flow from operations as defined by generally accepted accounting
principles) (ii) should not be considered as an  alternative to net income as a
measure of operating performance or to cash flows from operating, investing and
financing activities and (iii) is not an alternative to cash flows as a measure
of  liquidity.  Funds from operations does not represent  cash  generated  from
operating  activities  as  defined  by generally accepted accounting principles
and, therefore, should not be considered as an alternative to net income as the

                                        4
PAGE
<PAGE>

primary indicator of operating performance  or  to  cash  flows as a measure of
liquidity, nor does it indicate that cash flows are sufficient to fund all cash
needs.  The ratios for 1993 include the ratio for certain predecessors  of  the
Company  and  the  Operating  Partnership.   The  ratios for 1992 represent the
ratios  of  the same predecessors.  To date, the Company  has  not  issued  any
Preferred Stock.   Consequently,  the  ratios  of  earnings  to  combined fixed
charges  and  preferred  stock  dividends  would not be any different from  the
ratios of earnings to fixed charges shown above.


                          DESCRIPTION OF COMMON STOCK

STOCK - GENERAL

      The Company's Articles of Incorporation, as amended and supplemented (the
"Charter"),  provide that the Company may issue  up  to  92,000,000  shares  of
capital stock,  currently  consisting of 90,000,000 shares of Common Stock (par
value $.01 per share) and 2,000,000  shares  of Preferred Stock (par value $.01
per share), of which, at April 30, 1997, 25,175,114 shares of Common Stock were
issued  and outstanding.  Up to 2,198,000 shares  of  Common  Stock  have  been
reserved for issuance under the Company's stock option and incentive plans.  In
addition,  2,756,057  shares of Common Stock are reserved for issuance upon the
conversion of outstanding units of limited partner interest ("OP Units") in the
Operating Partnership.  The Board of Directors has the authority to classify or
reclassify any authorized but unissued shares of capital stock into one or more
classes or series (including  classes  or  series  of  preferred  stock) and to
establish   the   terms  of  such  classes  or  series.   Under  Maryland  law,
stockholders generally are not liable for a corporation's debts or obligations.
The following descriptions  do  not  purport to be complete and are subject to,
and qualified in their entirety by reference to, the more complete descriptions
thereof set forth in the following documents:  (i)  the  Charter  and  (ii) the
Company's  By-Laws  (the  "By-Laws"),  which  documents  are  exhibits  to  the
Registration Statement of which this Prospectus is a part.

COMMON STOCK

      The  following description of the Common Stock sets forth certain general
terms and provisions  of  the  Common Stock which may be offered by the Selling
Stockholders from time to time hereunder.   This description is in all respects
subject  to  and  qualified  in  its entirety by reference  to  the  applicable
provisions of the Company's Charter  and  its  By-Laws.   The  Common  Stock is
listed  on  the NYSE under the symbol "CPJ."   The transfer agent and registrar
for the Common Stock is The Huntington National Bank.

          All  shares of Common Stock offered hereby will, when issued, be duly
authorized, fully  paid  and nonassessable.  Subject to the preferential rights
of any other shares or series  of  stock and to the provisions of the Company's
Charter regarding "Excess Stock" (as  defined  below),  holders  of  shares  of
Common  Stock  will  be  entitled to receive dividends on such stock if, as and
when authorized and declared  by  the  Board of Directors of the Company out of
assets legally available therefor and to  share  ratably  in  the assets of the
Company legally available for distribution to its stockholders  in the event of
its  liquidation,  dissolution  or  winding-up  after  payment  of, or adequate
provision  for,  all  known debts and liabilities of the Company.  The  Company
currently pays quarterly dividends to holders of Common Stock.

      Subject to the provisions  of  the  Company's  Charter  regarding  Excess
Stock,  each  outstanding share of Common Stock entitles the holder to one vote
on all matters  submitted  to  a vote of stockholders, and, except as otherwise
required by law or except as provided with respect to any other class or series
of stock, the holders of such shares  will  possess the exclusive voting power.
In the election of directors, each outstanding  shares of Common Stock entitles
the  holder  to  one  vote for each director to be elected,  but  there  is  no
cumulative voting in the election of directors, which means that the holders of
a majority of the outstanding  shares  of  Common  Stock  can  elect all of the
directors  then  standing for election and the holders of the remaining  shares
will not be able to elect any directors.

      Holders of shares  of  Common  Stock  have  no  conversion, sinking fund,
redemption rights or preemptive rights to subscribe for  any  securities of the
Company.

                                        5
PAGE
<PAGE>

      Subject  to  the  provisions  of  the Company's Charter regarding  Excess
Stock,  shares  of  Common  Stock  will  have  equal   dividend,  distribution,
liquidation  and  other  rights,  and  will  have no preference,  appraisal  or
exchange rights.

      Pursuant to Maryland law, a corporation  generally cannot dissolve, amend
its Charter, merge, sell all or substantially all  of  its  assets, engage in a
share exchange or engage in similar transactions outside the ordinary course of
business  unless  approved by the affirmative vote of stockholders  holding  at
least two-thirds of  the  shares entitled to vote on the matter unless a lesser
percentage (but not less than  a majority of all of the votes to be cast on the
matter) is set forth in the corporation's  Charter.  The Company's Charter does
not provide for a lesser percentage in such situations.


                   RESTRICTIONS ON TRANSFER OF CAPITAL STOCK

      For the Company to qualify as a REIT under  the  Internal Revenue Code of
1986,  as  amended  (the "Code"), shares of Common Stock must  be  beneficially
owned by 100 or more persons during at least 335 days of the taxable year of 12
months (other than the  first year) or during a proportionate part of a shorter
taxable year.  Also, not  more  than 50% of the value of the outstanding shares
of  capital  stock may be owned, directly  or  indirectly,  by  five  or  fewer
individuals (as  defined  in  the  Code to include certain entities) during the
last  half  of  a  taxable  year  (other than  the  first  year)  or  during  a
proportionate  part  of  a shorter taxable  year.   (See  "Federal  Income  Tax
Considerations").

      Because the Board of  Directors  believes it is essential for the Company
to continue to qualify as a REIT, the Charter,  subject  to certain exceptions,
provides that, except as otherwise provided below, no holder  may  own,  or  be
deemed to own by virtue of the attribution provisions of the Code, more than 7%
(the  "Ownership  Limit")  of the number or value of the issued and outstanding
stock of the Company (or such  greater  percentage  up  to  9.8%  as  shall  be
determined  by the Board of Directors).  The Company's Board of Directors, upon
receipt of a ruling from the IRS and upon such other conditions as the Board of
Directors may  direct, may also exempt a proposed transferee from the Ownership
Limit.  As a condition  of  such  exemption,  the intended transferee must give
written  notice  to  the Company of the proposed transfer  no  later  than  the
fifteenth day prior to  any transfer which, if consummated, would result in the
intended transferee owning  shares in excess of the Ownership Limit.  The Board
of Directors of the Company may  require  such opinions of counsel, affidavits,
undertakings or agreements as it may deem necessary  or  advisable  in order to
determine or ensure the Company's status as a REIT.  Any transfer of  shares of
Common  Stock  or  Preferred  Stock  that would (i) create a direct or indirect
ownership of shares of stock in excess  of  the Ownership Limit, (ii) result in
the shares of stock being owned by fewer than  100  persons, or (iii) result in
the Company being "closely held" within the meaning of  Section  856(h)  of the
Code,  shall  be  null  and  void,  and the intended transferee will acquire no
rights  to  the  shares.  The foregoing  restrictions  on  transferability  and
ownership will not  apply  if  the  Board of Directors determines that it is no
longer  in the best interests of the Company  to  attempt  to  qualify,  or  to
continue to qualify, as a REIT.

      The  Company's  Charter excludes certain predecessors of the Company (the
"Chateau Contributing Parties") from the Ownership Limit.  Each of John A. Boll
and J. Peter Ministrelli  (and  certain  persons  related  to  each of them) is
exempt  from  the  Ownership  Limit  up to a maximum level of 14.1% and  10.0%,
respectively.

      Any purported transfer of shares  that  would  result  in a person owning
shares of capital stock in excess of the Ownership Limit or cause  the  Company
to become "closely held" under Section 856(h) of the Code that is not otherwise
permitted as provided above will constitute excess shares ("Excess Stock"), and
shall  be  deemed  to  have been transferred to such person or persons (who are
unaffiliated with the Company and the purported transferee), as designated from
time to time by the Company,  who shall serve as Trustee or Co-Trustees, as the
case may be, of a Trust for the  exclusive benefit of one or more organizations
described in Sections 170(b)(1)(A)  and  170(c)  of the Code, as Beneficiary of
such Trust.  While this Excess Stock is held in trust,  any  dividends or other
distributions shall be paid to the Trustee and the Trustee shall  be  deemed to
hold an irrevocable proxy to vote the shares.  Subject to the Ownership  Limit,
the  Excess  Stock  may  be  retransferred by the trustee to any person (if the
Excess Stock would not be Excess  Stock  in  the  hands  of  such person).  The

                                        6
PAGE
<PAGE>

Purported Beneficial Transferee shall receive the lesser of (i)  the  price per
share  which such Purported Beneficial Transferee paid for the Common Stock  or
Preferred Stock, as the case may be, in the purported Transfer that resulted in
the Excess  Stock or, if the Purported Beneficial Transferee did not give value
for such Excess  Stock  (through  a gift, devise or other transaction), a price
per share equal to the Market Price  for  the shares of the Excess Stock on the
date of the purported Transfer that resulted  in the Excess Stock, and (ii) the
price per share received by the Trustee from the  sale  or other disposition of
the shares of Excess Stock held by the Trust.  Any proceeds  in  excess  of the
amount  payable to the Purported Beneficial Transferee shall be payable to  the
Beneficiary.

      If  the  foregoing  transfer  restrictions  are  determined to be void or
invalid by virtue of any legal decision, statute, rule or  regulation, then the
intended  transferee of any Excess Stock may be deemed, at the  option  of  the
Company, to  have  acted as an agent on behalf of the Company in acquiring such
Excess Stock and to hold such Excess Stock on behalf of the Company.

      In addition, Excess  Stock  shall be deemed to have been offered for sale
to the Company, or its designee, at  a  price  per share equal to the lesser of
(i) the price per share in the transaction that  created such Excess Stock (or,
in the case of a devise or gift, the Market Price at the time of such devise or
gift) and (ii) the Market Price of the Common Stock or Preferred Stock to which
such Excess Stock relates on the date the Company,  or  its  designee,  accepts
such offer.  The Company shall have the right to accept such offer for a period
of  90  days after the later of (i) the date of the Transfer which resulted  in
such Excess  Stock  and (ii) the date the Board of Directors determines in good
faith that a Transfer  resulting  in  Excess Stock has occurred, if the Company
does not receive a notice of such Transfer.

      All  certificates  representing  shares  of  stock  will  bear  a  legend
referring to the restrictions described above.

      All persons who own directly or by  virtue  of the attribution provisions
of the Code, more than 5% (or such other percentage  between  1/2 of 1% and 5%,
as  provided in the rules and regulations promulgated under the  Code)  of  the
number  or  value  of  the outstanding shares of stock of the Company must give
written notice of such ownership to the Company by January 31 of each year.  In
addition, each stockholder  shall  upon  demand  be required to disclose to the
Company in writing such information with respect to  the  direct,  indirect and
constructive  ownership  of  shares of Common Stock or Preferred Stock  as  the
Board of Directors deems reasonably  necessary to comply with the provisions of
the Code applicable to a REIT, to comply  with  the  requirements of any taxing
authority or governmental agency or to determine any such compliance.

      These  ownership  limitations  could have the effect  of  discouraging  a
takeover or other transaction in which  holders  of  some,  or  a  majority, of
shares  of  Common  Stock or Preferred Stock (if issued and outstanding)  might
receive a premium for  their  shares  over  the then prevailing market price or
which such holders might believe to be otherwise in their best interest.


                             SELLING STOCKHOLDERS

      The Secondary Shares offered by this Prospectus  may be offered from time
to  time  by  the Selling Stockholders named below.  The following  table  sets
forth the names  of  and  the  number  and percentage of shares of Common Stock
beneficially owned by each Selling Stockholder and the number and percentage of
shares of Common Stock beneficially owned  by  each  Selling  Stockholder  upon
completion  of  the  offering  of  the  Secondary  Shares.   Since  the Selling
Stockholders may sell all, some or none of their Secondary Shares, no  estimate
can  be  made  of the actual aggregate number of Secondary Shares that will  be
offered hereby.   The  number and percentage of shares of Common Stock provided
in the following table represent  the number and percentage of shares of Common
Stock the Selling Stockholders hold  plus  the number of shares of Common Stock
into which OP Units held by the Selling Stockholders  may be exchanged, and the
number of shares of Common Stock the Selling Stockholders  have  the  right  to
acquire  within  60  days  from  the  date  of  this  Prospectus by exercise of
outstanding stock options.  For the purpose of determining  the  percentage  of
shares of Common Stock beneficially owned by each Selling Stockholder, OP Units
and  outstanding  stock  options held by each Selling Stockholder are deemed to
have been exchanged, converted  or  exercised  by  or on behalf of such Selling

                                        7
PAGE
<PAGE>

Stockholder,  but  shall  not  be deemed to have been exchanged,  converted  or
exercised for the purpose of determining  the  percentage  of  shares of Common
Stock beneficially owned by any other Selling Stockholder.


<TABLE>
<CAPTION>
                                   Shares Beneficially Owned Before                           Shares Beneficially Owned After
                                               Offering                                                    Offering
<S>                                        <C>              <C>                <C>                   <C>       <C>
NAME                                   Number of                              Shares
                                         SHARES            Percent           Offered            Number       Percent
                                       ----------          --------         ----------        ---------      -------
John A. Boll (1)                          3,336,718           11.7           3,336,718                0        *

The John A. and Marlene L. Boll             240,305           *                240,305                0        *
Foundation (2)

John A. Boll Irrevocable Trusts             189,690           *                189,690                0        *
(3)

J. Peter Ministrelli(4)                   2,504,476           9.0              216,836        2,287,640        8.3

Joe P. Ministrelli, Revocable               270,739           1.1              270,739                0        *
Trust

Leonard Maas                                234,958           *                234,958                0        *

Thomas Maas                                 125,076           *                125,076                0        *

Steven Maas                                 125,076           *                125,076                0        *

Robert Land                                  89,443           *                 89,443                0        *

Paul C.Kanavos Investment Ltd                74,973           *                 74,973                0        *

Peter J. Kanavos, Jr. Investment             74,971           *                 74,971                0        *
Ltd.

Mark D. Kanavos Investment, Ltd.             74,971           *                 74,971                0        *

William A. Saba                              67,091           *                 67,091                0        *

Ruth Land                                    42,647           *                 42,647                0        *

George Kloote                                32,868           *                 32,868                0        *

Phyllis Wieher                               17,253           *                 17,253                0        *

Bernard Murphy                                9,397           *                  9,397                0        *

Beaver Creek Arts Foundation                  5,742           *                  5,742                0        *

Knox Presbyterian Church                      5,742           *                  5,742                0        *

Alex Terick, Revocable Trust                  5,000           *                  5,000                0        *

Regina S. Terick, Revocable                   5,000           *                  5,000                0        *
Trust

Detroit Symphony Orchestra Hall,              4,593           *                  4,593                0        *
Inc.

Karmanos Cancer Institute                     4,593           *                  4,593                0        *

Spring Hill Camps                             3,828           *                  3,828                0        *

                                        8
PAGE
<PAGE>
<S>                                        <C>              <C>                <C>                   <C>       <C>
NAME                                   Number of                              Shares
                                         SHARES            Percent           Offered            Number       Percent
                                       ----------          --------         ----------        ---------      -------

Cornerstone Schools Association               3,828           *                  3,828                0        *

Macomb Young Men's Christian                  3,828           *                  3,828                0        *
Association

William Tyndale College                       2,871           *                  2,871                0        *

Christian Business Men's                      1,990           *                  1,990                0        *

Committee of USA, Inc.

Walk Thru the Bible Ministries,               1,914           *                  1,914                0        *
Inc.

</TABLE>

- -----------------------------
*     Indicates less than 1%

1.    Reflects 2,629,876 shares of Common Stock, 685,482 OP Units, exchangeable
      (subject to the provisions of  the partnership agreement of the Operating
      Partnership) on a one-for-one  basis  for  shares  of  Common  Stock  and
      options to purchase 21,360 shares  of  Common  Stock.  Shares  of  Common
      Stock and  OP  Units are either  held  directly by Mr. Boll or by Chateau
      Estates, a  Michigan  co-partnership  owned  by  Mr. Boll  together  with 
      his  spouse.  The shares shown do not  include  the  shares  held  by the
      John A. and Marlene L. Boll Foundation  or the John  A.  Boll Irrevocable 
      Trusts.  John  A.  Boll  is  Chairman  of  the  Board of Directors of the
      Company.

2.    John A. Boll, the trustee of the Foundation, is the Chairman of the Board
      of Directors  of the Company, and is deemed to be the beneficial owner of
      such shares.

3.    John A. Boll, the  trustee  of  the  Trusts,  is Chairman of the Board of
      Directors  of the Company, and is deemed to be the  beneficial  owner  of
      such shares.

4.    Reflects   2,287,649  shares   of  Common  Stock  and  216,836  OP  Units
      exchangeable (subject to  the provisions  of the partnership agreement of
      the Operating Partnership), on  a one-for-one basis, for shares of Common
      Stock.  Shares  of  Common  Stock and  OP Units are owned directly by Mr.
      Ministrelli or by Ministrelli Construction Corporation,  a company wholly
      owned by Mr. Ministrelli.



                       FEDERAL INCOME TAX CONSIDERATIONS

GENERAL

      The  following  summary  of  material federal income  tax  considerations
relevant to the Company is based upon  current  law, and is not intended as tax
advice.   The  following  discussion  is not exhaustive  of  all  possible  tax
considerations, and does not give a detailed discussion of any state, local, or
foreign tax considerations.  Nor does it  discuss all of the aspects of federal
income taxation that may be relevant to a prospective holder of Common Stock in
light of his or her particular investment or  tax  circumstances  or to certain
types  of  stockholders  (including  insurance  companies, tax-exempt entities,
financial institutions or broker-dealers, foreign  corporations and persons who
are not citizens or residents of the United States)  who are subject to special

                                       9
PAGE
<PAGE>

treatment under the federal income tax laws.  The tax  treatment of a holder of
any  Common  Stock  will  also vary depending upon the terms  of  the  specific
securities acquired by such holder.

      The statements in this  discussion are based on current provisions of the
Code, existing, temporary, and  currently  proposed  Treasury Regulations under
the Code, the legislative history of the Code, existing  administrative rulings
and practices of the IRS, and judicial decisions.  No assurance  can  be  given
that  legislative,  judicial,  or  administrative  changes  will not affect the
accuracy  of  any  statements  in this Prospectus with respect to  transactions
entered into or contemplated prior to the effective date of such changes.

      EACH PROSPECTIVE PURCHASER  IS ADVISED TO CONSULT WITH HIS OR HER OWN TAX
ADVISOR REGARDING THE SPECIFIC TAX  CONSEQUENCES TO HIM OR HER OF THE PURCHASE,
OWNERSHIP AND SALE OF THE COMMON STOCK  INCLUDING  THE  FEDERAL,  STATE, LOCAL,
FOREIGN, AND OTHER TAX CONSEQUENCES OF SUCH PURCHASE, OWNERSHIP AND SALE AND OF
POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

TAXATION OF THE COMPANY

      GENERAL.   The  Company elected to be taxed as a REIT under Sections  856
through 860 of the Code  and  applicable  Treasury Regulations, commencing with
its taxable year ended December 31, 1993.   The  Company  believes  that it was
organized and has operated in a manner so as to qualify for taxation  as a REIT
under  the  applicable  provisions  of  the  Code,  and  the Company intends to
continue to operate in such a manner.  No assurance can be given, however, that
the  Company  has operated in a manner so as to qualify or will  operate  in  a
manner so as to  remain  qualified  as  a  REIT. Rogers & Wells, counsel to the
Company ("Counsel"), has rendered an opinion  that  commencing with its taxable
year ended December 31, 1993, the Company was organized  in conformity with the
requirements  for  qualification  and  taxation  as a REIT, and  the  Company's
proposed method of operation will enable it to continue to so qualify.  It must
be  emphasized that Counsel's opinion is based on various  assumptions  and  is
conditioned  upon  certain  representations  made  by the Company as to factual
matters.  In addition, Counsel's opinion is based upon  factual representations
of  the  Company concerning its business and properties and  the  business  and
properties  of  the  Operating Partnership.  Unlike a tax ruling, an opinion of
counsel is not binding  upon the IRS and no assurance can be given that the IRS
will not challenge the status  of  the  Company  as  a  REIT.   Moreover,  such
qualification and taxation as a REIT depend upon the Company's ability to meet,
through  actual  annual  operating  results,  distribution levels, diversity of
stock ownership and various other qualification  tests  imposed under the Code,

                                        10
PAGE
<PAGE>

discussed  below,  the  results  of  which  will  not be reviewed  by  Counsel.
Accordingly, no assurance can be given that the actual results of the Company's
operations for any taxable year will satisfy such requirements.  See  "Failure
to Qualify."

      The  following  is  a  description of the material aspects of the federal
income tax consequences to the Company and its stockholders of the treatment of
the Company as a REIT.  This summary  is  qualified  in  its  entirety  by  the
applicable  Code  provisions, rules and regulations promulgated thereunder, and
administrative and judicial interpretations thereof.

      In any year in  which  the Company qualifies as a REIT, it generally will
not be subject to federal corporate  income  tax  on  that  portion  of its net
income  which  is  distributed currently to stockholders.  However, the Company
will be subject to federal  income  or  excise tax as follows:  (i) the Company
will be taxed at regular corporate rates  on  any  undistributed  REIT  taxable
income  and  undistributed net capital gains; (ii) under certain circumstances,
the Company may be subject to the "alternative minimum tax" on its items of tax
preference, if  any;  (iii)  if the Company has (1) net income from the sale or
other disposition of "foreclosure  property"  (generally,  property acquired by
reason  of  a  foreclosure  or  otherwise on default of a loan secured  by  the
property) that is held primarily  for  sale to customers in the ordinary course
of business or (2) other nonqualifying net income from foreclosure property, it
will be subject to tax at the highest corporate  rate  on  such income; (iv) if
the Company has net income from prohibited transactions (which are, in general,
certain  sales  or  other  dispositions  of  property  (other than  foreclosure
property)  held  primarily  for  sale  to customers in the ordinary  course  of
business), such income will be subject to a 100% tax; (v) if the Company should
fail to satisfy the 75% gross income test  or  the  95%  gross  income test (as
discussed below), and has nonetheless maintained its qualification  as  a  REIT
because  certain other requirements have been met, it will be subject to a 100%
tax on the  net  income  attributable to the greater of the amount by which the
Company fails the 75% or 95% test, multiplied by a fraction intended to reflect
the Company's profitability; (vi) if the Company should fail to distribute with
respect to each calendar year  at least the sum of (1) 85% of its REIT ordinary
income for such year, (2) 95% of  its  REIT  capital  gain  net income for such
year,  and (3) any undistributed taxable income from prior years,  the  Company
would be subject to a 4% excise tax on the excess of such required distribution
over the  amounts actually distributed; (vii) if the Company acquires any asset
from a C corporation  (I.E., generally a corporation subject to full corporate-
level tax) in a transaction  in  which  the basis of the asset in the Company's
hands  is determined by reference to the basis  of  the  asset  (or  any  other
property)  in  the  hands  of  the  C  corporation and the Company subsequently
recognizes gain on the disposition of such asset during the 10-year period (the
"Recognition Period") beginning on the date  on which the asset was acquired by
the Company (or the Company first qualified as  a REIT), then the excess of (1)
the  fair  market  value  of the asset as of the beginning  of  the  applicable
Recognition Period, over (2)  the REIT's adjusted basis in such asset as of the
beginning of such Recognition Period  will  be  subject  to  tax at the highest
regular  corporate  rate (pursuant to Treasury Regulations issued  by  the  IRS
which have not yet been promulgated).

      ORGANIZATIONAL  REQUIREMENTS.   The Code defines a REIT as a corporation,
trust, or association (i) that is managed by one or more trustees or directors;
(ii) the beneficial ownership of which  is  evidenced by transferable shares or
by  transferable  certificates  of beneficial interest;  (iii)  that  would  be
taxable as a domestic corporation but for Sections 856 through 859 of the Code;
(iv) that is neither a financial  institution  nor an insurance company subject
to certain provisions of the Code; (v) the beneficial  ownership  of  which  is
held by 100 or more persons; (vi) during the last half of each taxable year not
more  than 50% in value of the outstanding stock of which is owned, directly or
indirectly  (through  the application of certain attribution rules), by five or
fewer individuals (as defined  in  the  Code  to include certain entities); and
(vii) that has the calendar year as its taxable  year.   In  addition,  certain
other  tests,  described  below,  regarding the nature of its income and assets
must also be satisfied.

      The Code provides that conditions  (i)  through  (iv), inclusive, must be
met during the entire taxable year and that condition (v) must be met during at
least  335 days of a taxable year of twelve months, or during  a  proportionate
part of  a  taxable  year  of less than twelve months.  Conditions (v) and (vi)
will not apply until after the first taxable year for which an election is made
to be taxed as a REIT.

      As a result of the Merger,  ROC  became a subsidiary of Chateau, with the
intent that both the Company and ROC would continue to qualify as REITs for the
purposes of the Code.  The Company and ROC believe that they have satisfied and
will continue to satisfy the requirements set forth in (i) through (vii) above.
In addition, both the Company and ROC's  Charters  include certain restrictions
regarding transfer of the their shares.  These restrictions are intended (among
other things) to assist the Company and ROC in continuing  to satisfy the share
ownership  requirements  described  in  conditions  (v)  and (vi)  above.   See
"Description of Common Stock-Restrictions on Transfer."  Moreover,  to evidence
compliance with these requirements, a REIT must maintain records which disclose
the  actual  ownership of its outstanding stock.  In fulfilling its obligations
to maintain records,  both the Company and ROC have and will continue to demand
written statements each  year from the record holders of designated percentages
of their stock disclosing  the  actual  owners of such Shares.  A list of those
persons failing or refusing to comply with  such demand is maintained as a part
of the their respective records.  A stockholder  failing  or refusing to comply
with such written demands must submit with his tax return a  similar  statement
disclosing  the  actual  ownership  of  the  shares  of stock and certain other
information.

      The  Company  may  have  one  or more "qualified REIT  subsidiaries."   A
corporation that is a "qualified REIT  subsidiary" is not treated as a separate
corporation for federal income tax purposes,  and  all  assets, liabilities and
items  of  income, deduction, and credit of a "qualified REIT  subsidiary"  are
treated as assets,  liabilities,  and  items  of the REIT.  Thus, the Company's
"qualified REIT subsidiaries" will not be subject  to  federal corporate income
taxation, although they may be subject to state or local taxation.

      In  the case of a REIT that is a partner in a partnership,  the  REIT  is
deemed to own  its  proportionate share of the assets of the partnership and is
deemed to receive the income of the partnership attributable to such share.  In
addition, the character  of  assets  and  gross income of the partnership shall
retain the same character in the hands of the  REIT.   Thus,  the  Company  and

                                        11
PAGE
<PAGE>

ROC's proportionate share of the assets, liabilities and items of income of the
Operating  Partnership,  CCF,  L.P.  (the  "Financing  Partnership")  and other
partnerships in which the Operating Partnership holds an interest (the "Subtier
Partnerships") should be treated as assets, liabilities and items of income  of
the  Company  and  ROC, to the extent of their respective interest therein, for
purposes of applying  the  requirements described herein.  See "-Tax Aspects of
the Company's Investments in Partnerships."

      ASSET TESTS.  For the Company and ROC to maintain qualification as REITs,
at the close of each quarter of its taxable year, each company must satisfy two
tests relating to the nature  of  its assets.  First, at least 75% of the value
of  such company's total assets must  be  represented  by  real  estate  assets
(including (i) real property, (ii) stock or debt instruments purchased with the
proceeds  of  a stock offering or long-term (at least five years) debt offering
of such Company  and  held  for not more than one year following the receipt of
such proceeds, (iii) interests  in  mortgages on real property, and (iv) shares
in  other  REITs),  cash,  cash items (including  receivables)  and  government
securities.  Second, although  the  remaining  25%  of  each  Company's  assets
generally may be invested without restriction, securities in this class may not
exceed either (i) 5% of the value of such Company's total assets as to any  one
non-governmental  issuer,  or  (ii) 10% of the outstanding voting securities of
any one issuer.

      The Company believes that  it  and ROC have, and will continue to be able
to comply with the asset tests.  More  than  75%  of  the assets of each of the
Company and ROC are real estate assets.  In addition, neither Company holds any
securities  representing more than 10% of any one issuer's  voting  securities,
other  than any  qualified  REIT  subsidiary  or  another  qualified  REIT,  or
securities  of  any  one  issuer exceeding 5% of the value of its gross assets.
The securities of ROC held by the Company will not cause the Company to violate
the asset tests as long as  ROC qualifies as a REIT.  If, however, ROC fails to
qualify as a REIT for any reason,  the  Company  would  fail  the  asset  tests
because  such  securities  will  no  longer  qualify  as real estate assets for
purposes  of the 75% asset test and the Company owns more  than  10%  of  ROC's
voting securities.

      After  initially  meeting  the  asset  tests at the close of any quarter,
neither the Company nor ROC will lose its status  as  a  REIT  for  failure  to
satisfy  the  asset  tests  at  the  end of a later quarter solely by reason of
changes in asset values.  If the failure  to  satisfy  the  asset tests results
from  an  acquisition  of  securities or other property during a  quarter,  the
failure can be cured by disposition  of  sufficient nonqualifying assets within
30  days  after  the close of that quarter as  may  be  required  to  cure  any
noncompliance.  However, there can be no assurance that such action will always
be successful.


      INCOME TESTS.   For  the  Company  and  ROC  to maintain qualification as
REITs, there are three separate percentage tests relating  to  the  sources  of
each  company's  gross  income  which  must be satisfied for each taxable year.
First, at least 75% of each company's gross income (excluding gross income from
prohibited transactions) for each taxable  year  must be derived from (i) rents
from  real property (except as modified below); (ii)  interest  on  obligations
secured  by  mortgages on real property or on interests in real property; (iii)
gains from the  sale  or  other disposition of real property, interests in real
property and interests in mortgages  on  real  property,  other than gains from
property  held primarily for sale to customers in the ordinary  course  of  the
Company's trade or business; (iv) dividends or other distributions on shares in
other REITs,  as  well as gain from the sale of such shares; (v) abatements and
refunds  of  taxes  on  real  property;  (vi)  income  and  gain  derived  from
foreclosure property;  (vii)  commitment  fees received or accrued for entering
into  agreements to make loans secured by mortgages  on  real  property  or  to
purchase  or  lease  real  property;  and (viii) qualified temporary investment
income.  Second, at least 95% of each company's  gross  income (excluding gross
income from prohibited transactions) for each taxable year must be derived from
the  same  items  which  qualify  under  the  75% gross income test,  and  from
dividends, interest and gain from the sale or disposition  of  stock  or  other
securities, or from any combination of the foregoing.  Any payments made to the
Company  by  a financial institution pursuant to a bona fide interest rate swap
or cap agreement  to  hedge  any  variable  rate indebtedness incurred or to be
incurred to acquire or carry real property, or  interests in real property, and
any  gain from the sale or other disposition of such  agreement  also  will  be
included.   Third,  each  company must derive less than 30% of its gross income
for each taxable year from  the  sale or other disposition of (i) real property
(including  interests in real property  and  interests  in  mortgages  on  real

                                        12
PAGE
<PAGE>

property) held  for  less  than four years (other than foreclosure property and
property involuntarily or compulsorily  converted),  (ii)  stock  or securities
held  for  less than one year, and (iii) property in a transaction which  is  a
prohibited transaction.

      Rents  received  from a tenant will qualify as "rents from real property"
in satisfying the 75% or  the  95%  gross  income tests described above only if
several conditions (related to the identity  of  the tenant, the computation of
rent payable and the nature of the property leased)  are  met.  Neither company
anticipates receiving rents in excess of a DE MINIMUS amount  that fail to meet
these  conditions.  Finally, for rents received to qualify as rents  from  real
property,  a  REIT generally must not operate or manage the property or furnish
or render services  to  tenants, other than through an "independent contractor"
which is adequately compensated  from  whom  the  REIT derives no revenue.  The
"independent contractor" requirement, however, does  not  apply  to  the extent
that  the  services  provided  by  the  REIT  are  of  a type that a tax exempt
organization can provide to its tenants without causing its rental income to be
unrelated business taxable income under the Code, which includes those services
provided  which are "usually or customarily rendered" in  connection  with  the
rental of space  for  occupancy only and are not otherwise considered "rendered
to the occupant".

      The Company believes  that  it and ROC have, and will continue to satisfy
the gross income tests discussed above.   The  Company  receives  a significant
amount  of dividends from ROC, which will be qualifying income for purposes  of
the 95% gross  income  test,  and  for the 75% gross income test so long as ROC
qualifies as a REIT.  In addition, the  majority  of both the Company and ROC's
income will be derived from their interests in the  Operating  Partnership  and
Subtier  Partnerships,  which income will, for the most part, qualify as "rents
from real property" for purposes of the 75% and 95% gross income tests.

      The Operating Partnership  will  provide certain services with respect to
its   properties  and  any  newly  acquired  manufactured   housing   community
properties.  The Company believes, however, that the services which it provides
are usually  or customarily rendered in connection with the rental of space for
occupancy only,  and  therefore  that  the  provision of such services will not
cause the rents received with respect to any  properties  to fail to qualify as
rents  from real property for purposes of the 75% and 95% gross  income  tests.
Further,  the Company has obtained a private letter ruling from the IRS holding
that certain  services and amenities provided through the Operating Partnership
will not cause  its  distributive share of rents paid by tenants to be excluded
from the definition of rents from real property.

      The  Operating  Partnership   will  receive  fees  in  exchange  for  the
performance  of  certain management and  administrative  services  relating  to
properties  not owned  by  the  Operating  Partnership.   Such  management  and
administrative  fees  are not qualifying income for purposes of the 75% and 95%
gross income tests.  The  Company  and  ROC's  share of the aggregate amount of
such fees and other non-qualifying income in any  taxable year, however, should
not  cause either company to exceed the limits on non-qualifying  income  under
the 75% or 95% gross income tests.

      If  the  Company  or  ROC  fails to satisfy one or both of the 75% or 95%
gross income tests for any taxable  year, it may nevertheless qualify as a REIT
for such year if entitled to relief under  certain  provisions of the Code.  It
is not possible, however, to state whether in all circumstances  the Company or
ROC would be entitled to the benefit of these relief provisions.  Even if these
relief provisions apply, a tax would be imposed with respect to certain  excess
net income.

      ANNUAL DISTRIBUTION REQUIREMENTS.  In order to qualify as REITs, both the
Company  and  ROC are required to distribute dividends (other than capital gain
dividends) to its  stockholders  each year in an amount which equals or exceeds
(A) the sum of (i) 95% of such company's  REIT taxable income (computed without
regard to the dividends paid deduction and  the  REIT's  net  capital gain) and
(ii)  95%  of  the  net income (after tax), if any, from foreclosure  property,
minus (B) the sum of  certain items of noncash income.  Such distributions must
be paid in the taxable  year  to which they relate, or in the following taxable
year if declared before the company  timely  files its tax return for such year
and  if  paid  on  or  before  the first regular dividend  payment  after  such
declaration.  To the extent that  either company does not distribute all of its
net capital gain or distributes at  least 95%, but less than 100%, of its "REIT
taxable income", as adjusted, it will  be  subject  to tax on the undistributed
amount at regular capital gains or ordinary corporate  tax  rates,  as the case
may  be.  Furthermore, if either company should fail to distribute during  each
calendar  year at least the sum of (i) 85% of its REIT ordinary income for such
year, (ii) 95% of its REIT capital gain net income for such year, and (iii) any
undistributed  taxable  income  from  prior  years,  it will be subject to a 4%

                                        13
PAGE
<PAGE>

excise  tax  on  the  excess  of such required distribution  over  the  amounts
actually distributed.
      Both the Company and ROC  have made and intend to continue to make timely
distributions sufficient to satisfy  the  annual distribution requirements.  It
is possible that either company, from time  to  time,   may not have sufficient
cash  or  other  liquid  assets to meet the 95% distribution  requirement,  due
primarily  to the expenditure  of  cash  for  nondeductible  expenses  such  as
principal amortization  or capital expenditures.  To avoid any problem with the
95% distribution requirement,  the  Company  and  ROC  will closely monitor the
relationship between their REIT taxable income and cash flow and, if necessary,
will borrow funds (or cause the Operating Partnership to borrow funds) in order
to satisfy the distribution requirement.

      Under certain circumstances, a REIT may be able to  rectify  a failure to
meet  the  distribution  requirements  by paying a "deficiency dividend"  (plus
applicable penalties and interest) within a specified period.

      FAILURE TO QUALIFY.  If either the  Company  or  ROC fails to qualify for
taxation as a REIT in any taxable year and the special relief provisions do not
apply,  the Company (and ROC if it fails to qualify) will  be  subject  to  tax
(including  any  applicable  alternative  minimum tax) on its taxable income at
regular corporate rates.  Distributions to stockholders in any year in which it
fails to qualify will not be deductible, nor  will they be required to be made.
In such event, to the extent of current and accumulated  earnings  and profits,
all  distributions  to  stockholders  will  be taxable as ordinary income  and,
subject to certain limitations in the Code, corporate distributees may eligible
for the dividends received deduction.  Unless entitled to relief under specific
statutory provisions, the Company (and ROC if it fails to qualify) also will be
disqualified from taxation as a REIT for the  four  taxable years following the
year during which qualification was lost.  It is not  possible to state whether
in  all  circumstances  either  the Company or ROC would be  entitled  to  such
statutory relief.

TAX ASPECTS OF THE COMPANY'S INVESTMENT IN PARTNERSHIPS

      GENERAL.  The Company and ROC  hold  direct and indirect interests in the
Operating Partnership, the Financing Partnership  and  the Subtier Partnerships
(together, the "Partnerships").

      The Company believes that each of the Partnerships  are  properly treated
as  partnerships  for  federal  income  tax purposes.  If, however, either  the
Operating Partnership, the Financing Partnership  and/or  a Subtier Partnership
was treated as an association taxable as a corporation, the  Company would most
likely    fail   to   qualify   as   a   REIT.    See   "Federal   Income   Tax
Considerations-Taxation  of  the  Company-Failure to Qualify".  Furthermore, in
such a situation, any Partnership treated  as a corporation would be subject to
corporate income taxes.

      TAX   ALLOCATIONS  WITH  RESPECT  TO  THE  PROPERTIES.    The   Operating
Partnership was  originally  formed  by way of contribution of properties which
had  appreciated  in  value  (the  "Chateau   Properties")   at   the  date  of
contribution.   In  addition,  ROC,  contributed  or  caused  to be contributed
properties,  which  were  also  appreciated,  to the Operating Partnership  and
Financing  Partnership  immediately after the Merger  (the  "ROC  Properties").
When property is contributed  to  a  partnership in exchange for an interest in
the partnership, the partnership generally  takes  a  carryover  basis  in that
property  for  tax  purposes  equal  to  the adjusted basis of the contributing
partner in the property, rather than a basis  equal to the fair market value of
the property at the time of contribution (this  difference  is referred to as a
"Book-Tax Difference").  The Company also inherited most or all of the existing
Book-Tax  Differences  with  respect  to  OP  Units  previously  exchanged   by
unitholders.   The  partnership agreements of the Operating Partnership and the
Financing Partnership  require  allocations of income, gain, loss and deduction
with respect to contributed properties  to  be made in a manner consistent with
the special rules in Section 704(c) of the Code  and  the  Treasury Regulations
thereunder, which will tend to eliminate the Book-Tax Differences  with respect
to the ROC Properties and the Chateau Properties over the life of the Operating
Partnership  and the Financing Partnership.  Under these rules, ROC and/or  the
Company and the  initial  contributors  of  the  Chateau  Properties who are OP
unitholders  are  generally allocated lower amounts of depreciation  deductions
with respect to, and  increased  taxable  gain on a sale of, the ROC or Chateau
Properties, respectively.  However, because  of  certain technical limitations,
the  special  allocation  rules  of  Section  704(c) may  not  always  entirely
eliminate the Book-Tax Difference on an annual  basis  or  with  respect  to  a
specific  taxable transaction such as a sale.  Thus, the carryover basis of the
contributed  ROC  Properties  in the hands of the Operating Partnership and the
Financing  Partnership  and the carryover  basis  of  the  contributed  Chateau
Properties in the hands of  the  Operating  Partnership could cause the Company
(i) to be allocated lower amounts of depreciation  and other deductions for tax

                                        14
PAGE
<PAGE>

purposes that it would be allocated if such properties had a tax basis equal to
their fair market value at the time of acquisition and  (ii)  to  be  allocated
lower amounts of taxable loss in the event of the sale of such a property  at a
book  loss  less  than the economic or book loss allocated to it as a result of
such sale.  The foregoing principles also apply in determining the earnings and
profits of the Company for purposes of determining the portion of distributions
taxable as dividend  income.   The  application  of  these  rules over time may
result in a higher portion of distributions being taxed as dividends than would
have occurred had the Company purchased the Chateau and ROC Properties  and the
OP Units exchanged at their respective fair market values.

TAXATION OF STOCKHOLDERS

      TAXATION  OF  TAXABLE  DOMESTIC  STOCKHOLDERS.   As  long  as the Company
qualifies  as  a  REIT,  distributions  made  to the Company's taxable domestic
stockholders  out  of  current or accumulated earnings  and  profits  (and  not
designated as capital gain  dividends)  will  be  taken into account by them as
ordinary  income,  and  corporate stockholders will not  be  eligible  for  the
dividends received deduction  as  to  such  amounts.   Distributions  that  are
designated  as  capital gain dividends will be taxed as long-term capital gains
(to the extent they do not exceed the Company's actual net capital gain for the
taxable year) without  regard  to the period for which the stockholder has held
its stock.  However, corporate stockholders  may be required to treat up to 20%
of certain capital gain dividends as ordinary  income.   To the extent that the
Company  makes distributions in excess of its current and accumulated  earnings
and profits,  such  distributions  are  treated  first  as a tax-free return of
capital  to  the stockholder, reducing the tax basis of a stockholder's  Common
Stock  by  the  amount   of  such  distribution  (but  not  below  zero),  with
distributions in excess of the stockholder's tax basis taxable as capital gains
(if the Common Stock is held  as  a  capital asset).  In addition, any dividend
declared  by the Company in October, November  or  December  of  any  year  and
payable to  a  stockholder of record on a specific date in any such month shall
be treated as both  paid  by  the  Company  and  received by the stockholder on
December 31 of such year, provided that the dividend  is  actually  paid by the
Company  during January of the following calendar year.  Stockholders  may  not
include in  their  individual  income  tax  returns any net operating losses or
capital losses of the Company.

      In  general,  any  loss upon a sale or exchange  of  Common  Stock  by  a
stockholder who has held such  stock  for  six  months  or less (after applying
certain holding period rules) will be treated as a long-term  capital  loss, to
the  extent  of  distributions  from the Company required to be treated by such
stockholder as long-term capital gains.

           BACKUP  WITHHOLDING.   The  Company  will  report  to  its  domestic
stockholders and to the IRS the amount  of  dividends paid during each calendar
year, and the amount of tax withheld, if any,  with respect thereto.  Under the
backup withholding rules, a stockholder may be subject to backup withholding at
the rate of 31% with respect to dividends paid unless such stockholder (a) is a
corporation or comes within certain other exempt categories and, when required,
demonstrates  this  fact,  or  (b) provides a taxpayer  identification  number,
certifies as to no loss of exemption  from  backup  withholding,  and otherwise
complies  with  applicable  requirements  of  the backup withholding rules.   A
domestic  stockholder  that  does  not provide the  Company  with  its  correct
taxpayer identification number may also  be subject to penalties imposed by the
IRS.  Any amount paid as backup withholding  will  be  creditable  against  the
stockholder's  income  tax liability.  In addition, the Company may be required
to withhold a portion of  capital  gain  distributions made to any stockholders
who fail to certify their non-foreign status to the Company.  See "-Taxation of
Foreign Stockholders" below.

      TAXATION OF TAX-EXEMPT STOCKHOLDERS.   Distributions  by the Company to a
stockholder  that  is  a  tax-exempt  entity  generally  should not  constitute
unrelated business taxable income ("UBTI"), provided that the tax-exempt entity
has not financed the acquisition of its shares with "acquisition  indebtedness"
within the meaning of the Code, and that the shares are not otherwise  used  in
an  unrelated  trade or business by such tax-exempt entity.  In addition, under
certain circumstances,  qualified  trusts  that own more than 10% (by value) of
the Company's shares may be required to treat a certain percentage of dividends
as UBTI.  This requirement will only apply if  the  Company  is a "pension-held
REIT."  The restrictions on ownership in the Company's Charter  should  prevent
the Company from being treated as a pension-held REIT.

      TAXATION  OF  FOREIGN  STOCKHOLDERS.   The  rules governing United States
federal income taxation of nonresident alien individuals, foreign corporations,
foreign  partnerships and other foreign stockholders  (collectively,  "Non-U.S.

                                        15
PAGE
<PAGE>

Stockholders")  are  complex and no attempt will be made herein to provide more
than a summary of such rules.  Prospective Non-U.S. Stockholders should consult
with their own tax advisors  to  determine  the  impact  of federal, state, and
local  income  tax laws with regard to an investment in shares,  including  any
reporting requirements,  as  well  as  the  tax treatment of such an investment
under their home country laws.

      In  general, Non-U.S. Stockholders will  be  subject  to  regular  United
States federal  income  taxation  with respect to their investment in shares of
Common Stock in the same manner as a U.S. Stockholder (i.e., at graduated rates
on  a  net  basis,  after  allowance  of  deductions)  if  such  investment  is
"effectively connected" with the conduct  by  such  Non-U.S.  Stockholder  of a
trade  or  business  in  the  United  States.  A Non-U.S. Stockholder that is a
corporation and that receives income with  respect  to its investment in shares
of  Common Stock that is (or is treated as) "effectively  connected"  with  the
conduct  of a trade or business in the United States may also be subject to the
30% branch  profits tax imposed under Section 884 of the Code, which is payable
in addition to  the  regular United States corporate income tax.  The following
discussion addresses only the United States federal income taxation of Non-U.S.
Stockholders whose investment  in  shares  of  Common Stock is not "effectively
connected"  with  the  conduct of a trade or business  in  the  United  States.
Prospective investors whose  investment  in  shares  of  Common  Stock  may  be
"effectively  connected"  with the conduct of a United States trade or business
should consult their own tax advisors as to the tax consequences thereof.

      Distributions that are  not  attributable to gain from sales or exchanges
by the Company of United States real  property  interests and not designated by
the Company as capital gains dividends will be treated as dividends of ordinary
income to the extent that they are made out of current  or accumulated earnings
and profits of the Company.  Such distributions ordinarily will be subject to a
withholding tax equal to 30% of the gross amount of the distribution  unless an
applicable  tax  treaty  reduces  or  eliminates  that tax. Pursuant to current
Treasury Regulations, dividends paid to an address  in  a  country  outside the
United  States are generally presumed to be paid to a resident of such  country
for purposes  of  determining  the applicability of withholding discussed above
and the availability of a reduced  tax  treaty  rate.   Under proposed Treasury
Regulations,  not  currently  in  effect, however, a Non-U.S.  Stockholder  who
wishes to claim the benefit of an applicable  treaty  rate would be required to
satisfy certain certification and other requirements.   Distributions  made  by
the  Company in excess of its current and accumulated earnings and profits will
not be  taxable  to a stockholder to the extent they do not exceed the adjusted
basis of the stockholder's shares, but rather will reduce the adjusted basis of
such shares (but not below zero).  To the extent that such distributions exceed
the adjusted basis of the Non-U.S. Stockholder's shares, they will give rise to
tax liability if the  Non-U.S. Stockholder would otherwise be subject to tax on
any gain from the sale  or  disposition  of  his  shares  in  the  Company,  as
described below.

      As  a  result  of  a  legislative  change  made by the Small Business Job
Protection Act of 1996, effective for distributions made after August 20, 1996,
the Company is required to withhold 10% of any distribution  in  excess  of the
Company's current and accumulated earnings and profits.  Consequently, although
the  Company  intends  to withhold at a rate of 30% on the entire amount of any
distribution, to the extent  that  the  Company does not do so any portion of a
distribution not subject to withholding at  a  rate  of  30% will be subject to
withholding  at a rate of 10%.  However, the Non-U.S. Stockholder  may  seek  a
refund of such  amounts from the IRS if it is subsequently determined that such
distribution was,  in  fact,  in  excess of current or accumulated earnings and
profits  of  the  Company,  and  the  amount  withheld  exceeded  the  Non-U.S.
Stockholder's  United  States  tax liability,  if  any,  with  respect  to  the
distribution.

      For any year in which the Company qualifies as a REIT, distributions that
are attributable to gain from sales  or  exchanges  by  the  Company  of United
States  real  property interests will be taxed to a Non-U.S. Stockholder  under
the provisions  of  the  Foreign  Investment  in  Real Property Tax Act of 1980
("FIRPTA").   Under  FIRPTA,  these  distributions  are  taxed  to  a  Non-U.S.
Stockholder as if such gain were effectively connected  with  the  conduct of a
United States trade or business.  Non-U.S. Stockholders would thus be  taxed at
the  normal  capital  gain  rates  applicable  to U.S. stockholders (subject to
applicable alternative minimum tax and special alternative  minimum  tax in the
case  of  nonresident  alien  individuals),  without  regard as to whether such
distributions are designated by the Company as capital  gain  dividends.  Also,
distributions subject to FIRPTA may be subject to a 30% branch  profits  tax in
the  hands of a foreign corporate stockholder not entitled to treaty exemption.
The Company  is  required  by  Treasury  Regulations  to  withhold  35%  of any

                                        16
PAGE
<PAGE>

distribution  to a Non-U.S. Stockholder that could be designated by the Company
as a capital gain  dividend.   This  amount  is creditable against the Non-U.S.
Stockholder's FIRPTA tax liability.

      Gain  recognized  by  the Non-U.S. Stockholder  upon  a  sale  of  shares
generally will not be taxed under  FIRPTA  if  the  Company  is a "domestically
controlled REIT," defined generally as a REIT in which at all  times  during  a
specified  testing period less than 50% in value of its stock was held directly
or indirectly  by  foreign  persons.  The Company believes that it is, and will
continue to be a domestically  controlled  REIT and therefore, that the sale of
its shares will not be subject to taxation under FIRPTA.

      If the gain on the sale of shares were to be subject to tax under FIRPTA,
the  Non-U.S.  Stockholder  would be subject to  the  same  treatment  as  U.S.
Stockholders with respect to  such  gain  (subject  to  applicable  alternative
minimum  tax  and  a special alternative minimum tax in the case of nonresident
alien individuals and the possible application of the 30% branch profits tax in
the case of foreign  corporations),  and  the  purchaser of the shares would be
required to withhold and remit to the IRS 10% of the purchase price.

      Notwithstanding the foregoing, gain from the  sale  or exchange of shares
of Company stock not otherwise subject to FIRPTA and distributions  made by the
Company to Non-U.S. Stockholders that are designated as capital gain  dividends
(and  are not attributable to the sale or other disposition of a United  States
real property  interest)  generally  will  not  be  taxable unless the Non-U.S.
Stockholder  is a nonresident alien individual who is  present  in  the  United
States for 183 days or more during the taxable year and has a "tax home" in the
United States.   In such case, the nonresident alien individual will be subject
to a 30% United States withholding tax on the amount of such individual's gain.

OTHER TAX CONSIDERATIONS

      DIVIDEND  REINVESTMENT   PROGRAM.    Stockholders  participating  in  the
Company's dividend reinvestment program will  be  deemed  to  have received the
gross  amount  of  any  cash  distributions which would have been paid  by  the
Company to such stockholders had they not elected to participate.  These deemed
distributions  will  be  treated  as  actual  distributions  from  the  Company
generally.  See "Federal Income Tax  Considerations-Taxation  of Stockholders."
Participants in the dividend reinvestment program are subject to federal income
tax  on  the  amount  of  the  deemed  distributions  to  the extent that  such
distributions represent dividends or gains, even though they  receive  no cash.
Shares  of  Common  Stock received under the program will have a holding period
beginning with the day  after  purchase,  and  a  tax basis equal to their cost
(which is the gross amount of the deemed distribution).

      STATE AND LOCAL TAXES.  The Company and its stockholders  may  be subject
to  state or local taxation in various jurisdictions, including those in  which
it or  they  transact business or reside.  The state and local tax treatment of
the Company and  its  stockholders  may  not  conform to the federal income tax
advisors regarding the effect of state and local  tax  laws on an investment in
the Common Stock of the Company.

                             PLAN OF DISTRIBUTION

      This Prospectus relates to the possible offer and  sale from time to time
of  any  Secondary  Shares  by  the  Selling  Stockholders.   The  Company  has
registered the Secondary Shares for resale to provide the holders  thereof with
freely   tradeable  securities,  but  registration  of  such  shares  does  not
necessarily mean that any of such shares will be offered or sold by the Selling
Stockholders.   The  Company will not receive any proceeds from the offering or
sale of Secondary Shares by the Selling Stockholders.

      The Selling Stockholders may from time to time offer the Secondary Shares
in one or more transactions  (which may involve block transactions) on the NYSE
or  otherwise,  in  special  offerings,  exchange  distributions  or  secondary
distributions pursuant to and  in accordance with the rules of the NYSE, in the
over-the-counter market, in negotiated  transactions,  through  the  writing of
options on the Secondary Shares (whether such options are listed on an  options
exchange  or  otherwise),  or  a combination of such methods of sale, at market
prices prevailing at the time of  sale,  at  prices  related to such prevailing
market prices or at negotiated prices.

                                        17
PAGE
<PAGE>
      To the extent required at the time a particular offer of Secondary Shares
is made, a Prospectus Supplement will be distributed that  will  set  forth the
names  of  any  underwriters,  dealers  or agents and any commissions and other
terms constituting compensation from such  Selling  Stockholders  and any other
required information.

      The   Selling  Stockholders  may  effect  such  transactions  by  selling
Secondary Shares to or through broker-dealers or through other agents, and such
broker-dealers  or  agents  may receive compensation in the form of commissions
from the Selling Stockholders,  which  will  not  exceed those customary in the
types of transactions involved, and/or the purchasers  of  Secondary Shares for
whom they may act as agent.  The Selling Stockholders and any dealers or agents
that participate in the distribution of Secondary Shares may  be  deemed  to be
"underwriters"  within  the meaning of the Securities Act and any profit on the
sale of Secondary Shares  by  them  and  any  commissions  received by any such
dealers  or  agents  might be deemed to be underwriting commissions  under  the
Securities Act.

      In the event of a "distribution" of the shares, the Selling Stockholders,
any selling broker-dealer  or  agent  and  any  "affiliated  purchasers" may be
subject to Rule 102 under the Exchange Act, which would prohibit,  with certain
exceptions,  any such person from bidding for or purchasing any security  which
is  the  subject   of   such  distribution  until  his  participation  in  that
distribution is completed.

      In order to comply  with  the  securities  laws  of  certain  states,  if
applicable,  the  Secondary  Shares  may  be  sold  only  through registered or
licensed brokers or dealers.


                                 LEGAL MATTERS

      The legality of the Secondary Shares , as well as legal matters described
under "Federal Income Tax Considerations," will be passed upon  for the Company
by  Rogers & Wells, New York, New York.  Rogers & Wells will rely  on  Piper  &
Marbury L.L.P., Baltimore, Maryland, as to matters of Maryland law.


                                    EXPERTS

      The consolidated balance sheets as of December 31, 1996 and 1995, and the
consolidated statements of income, stockholders' equity and cash flows for each
of the  three  years  in  the  period  ended December 31, 1996, incorporated by
reference in this Registration Statement,  have  been  incorporated  herein  in
reliance  on  the reports of Coopers & Lybrand L.L.P., independent accountants,
given the authority of that firm as experts in accounting and auditing.


                                        18

<PAGE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                        <C>
====================================       ================================
NO  DEALER,  SALESPERSON   OR  OTHER
INDIVIDUAL  HAS  BEEN AUTHORIZED  TO
GIVE ANY INFORMATION  OR TO MAKE ANY
REPRESENTATIONS  OTHER  THAN   THOSE
CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN  OR MADE, SUCH INFORMATION  OR                5,271,941 SHARES
REPRESENTATIONS  MUST  NOT BE RELIED
UPON  AS  HAVING BEEN AUTHORIZED  BY
THE COMPANY.   THIS  PROSPECTUS DOES
NOT CONSTITUTE AN OFFER  TO SELL, OR            CHATEAU COMMUNITIES, INC.
A SOLICITATION OF AN OFFER  TO  BUY,
THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION WHERE, OR TO ANY PERSON
TO  WHOM,  IT IS UNLAWFUL TO MAKE AN                  COMMON STOCK
OFFER OR SOLICITATION.   NEITHER THE
DELIVERY OF THIS PROSPECTUS  NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION
THAT  THERE  HAS NOT BEEN ANY CHANGE
IN THE AFFAIRS  OF THE COMPANY SINCE
THE   DATE   HEREOF  OR   THAT   THE
INFORMATION  CONTAINED   HEREIN   IS  
CORRECT  OR  COMPLETE AS OF ANY TIME 
SUBSEQUENT TO THE DATE HEREOF.



           _______________




          TABLE OF CONTENTS

                                  PAGE                -----------------                     
                                  ----

Available Information...............2                     PROSPECTUS
Incorporation  of  Certain 
Documents by Reference..............2                 -----------------
The Company.........................4
Ratio of Earnings to Fixed Charges..4
Description of Common Stock.........5
Restrictions on Transfer of Capital
Stock...............................6
Selling Stockholders................7
Federal Income Tax Considerations...9
Plan of Distribution...............17
Legal Matters......................18
Experts............................18                _______________, 1997                    



            _______________

=====================================      ===============================
<PAGE>


<PAGE>
                                PART II

</TABLE>
              INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The  following  table  sets forth the estimated expenses to be incurred in
connection  with  the  issuance   and  distribution  of  the  securities  being
registered.

     Registration Fee ..........................................$41,736
     Printing or Copying Expenses ................................5,000
     Legal Fees and Expenses ....................................25,000
     Accounting Fees and Expenses ................................5,000
     Miscellaneous ..............................................10,000

Total...........................................................$86,736


ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Charter limits the  liability of the Company's directors and
officers to the Company and its stockholders  to  the  fullest extent permitted
from  time  to  time  by  Maryland  law.   Maryland law presently  permits  the
liability of directors and officers to a corporation  or  its  stockholders for
money  damages to be limited, except to the extent that (i) it is  proved  that
the director  or  officer  actually  received  an improper benefit or profit in
money, property or services for the amount of the  benefit  or profit in money,
property  or  services  actually  received, or (ii) a judgment or  other  final
adjudication is entered in a proceeding  based on a finding that the director's
or officer's action, or failure to act, was the result of active and deliberate
dishonesty  and  was  material  to  the  cause of  action  adjudicated  in  the
proceeding.  This provision does not limit  the  ability  of the Company or its
stockholders to obtain other relief, such as an injunction or rescission.

     The  Charter  and  By-Laws  require (or permit, as the case  may  be)  the
Company to indemnify its directors,  officers  and certain other parties to the
fullest  extent  permitted  from time to time by Maryland  law.   The  Maryland
General  Corporation  Law ("MGCL")  permits  a  corporation  to  indemnify  its
directors, officers and  certain  other  parties  against judgments, penalties,
fines,  settlements  and  reasonable  expenses actually  incurred  by  them  in
connection with any proceeding to which  they  may be made a party by reason of
their service to or at the request of the corporation, unless it is established
that  (i) the act or omission of the indemnified  party  was  material  to  the
matter  giving rise to the proceeding and (x) was committed in bad faith or (y)
was the result  of active and deliberate dishonesty, (ii) the indemnified party
actually received  an  improper personal benefit in money, property or services
or (iii) in the case of  any  criminal  proceeding,  the  indemnified party had
reasonable   cause   to   believe  that  the  act  or  omission  was  unlawful.
Indemnification may be made  against  judgments,  penalties, fines, settlements
and  reasonable  expenses  actually  incurred  by the director  or  officer  in
connection with the proceeding; PROVIDED, HOWEVER,that if the proceeding is one
by or in the right of the corporation, indemnification  may  not  be  made with
respect to any proceeding in which the director or officer has been adjudged to
be  liable  to the corporation.  In addition, a director or officer may not  be
indemnified with  respect  to any proceeding charging improper personal benefit
to the director or officer in  which the director or officer was adjudged to be
liable  on  the  basis that personal  benefit  was  improperly  received.   The

                                        II-1

PAGE
<PAGE>

termination of any  proceeding by conviction, or upon a plea of nolo contendere
or its equivalent, or  an  entry  of  any order of probation prior to judgment,
creates a rebuttable presumption that the  director or officer did not meet the
requisite standard of conduct required for indemnification to be permitted.  It
is the position of the Securities and Exchange  Commission that indemnification
of directors and officers for liabilities arising  under  the Securities Act is
against  public  policy  and  is unenforceable pursuant to Section  14  of  the
Securities Act.


ITEM 16.  EXHIBITS

EXHIBIT NO.     DESCRIPTION

3.1+      Articles of Amendment and Restatement of the Company (1993)

3.2++++++  Articles of Amendment of the Company (1995)

3.3+++     Articles of Amendment of the Company (1997)

3.4++++    Amended and Restated By-Laws of the Company

3.6+++++   Amended  and  Restated  Agreement  of  Limited  Partnership  of  the
           Operating Partnership

4.1++      Form of Common Stock Certificates

5.1*       Opinion of Rogers & Wells

5.2*       Opinion of Piper & Marbury L.L.P.

8*         Opinion of Rogers & Wells Regarding Tax Matters

12         Statement of Computation of Ratio of Earnings to Fixed Charges

23.1       Consent of Rogers & Wells (included as part of Exhibit 5.1)

23.2       Consent of Piper & Marbury L.L.P. (included as part of Exhibit 5.2)

23.3*      Consent of Coopers & Lybrand L.L.P.

24         Power of Attorney (included on Page II-6)
__________________

*          To  be  filed  by   pre-effective  amendment  to  this  Registration
           Statement

+          Incorporated by reference  to  the Exhibits filed with the Company's
           Quarterly Report on Form 10-Q for  the  quarterly  period ended June
           30,  1995  filed with the Commission on August 10, 1995  (Commission
           File No. 1-12496)

++         Incorporated by reference to the Exhibits filed with the Company's
           Registration Statement on Form S-11 filed with the Securities and
           Exchange Commission on November 10, 1993 (Commission File No. 33-
           69150)

+++        Incorporated by reference to the Exhibits filed with the Company's
           Current Report on Form 8-K, filed with the Commission on May 30,
           1997 (Commission File No. 1-12496)

++++       Incorporated by reference to the Exhibits filed with the Company's
           Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
           1997, filed with the Commission on May 15, 1997 (Commission File No.
           1-12496)

+++++      Incorporated by reference to the Exhibits filed with the Company's
           Form S-4, filed with the Commission on December 24, 1996 (Commission
           File No. 333-18807)


                                        II-2
<PAGE>
<PAGE>
++++++     Incorporated by reference to the Exhibits filed with the Company's
           Form S-8, filed with the Commission on June 5, 1997

                                        II-3
<PAGE>


<PAGE>
ITEM 17.  UNDERTAKINGS

     (a)   The registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

             (i)      To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

            (ii)      To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

           (iii)      To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

           (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

           (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)   The registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at the time shall be deemed to be the
initial BONA FIDE offering thereof.

     (c)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

                                        II-4
<PAGE>
<PAGE>
                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrants certify that they have reasonable grounds to believe that they meet
all of the requirements for a filing on Form S-3 and have duly caused this
Registration Statement to be signed on their respective behalf by the
undersigned, thereunto duly authorized, in the City of Englewood, State of
Colorado, on the 30th of May, 1997.

                                 CHATEAU COMMUNITIES, INC.

                                 By: /s/ TAMARA D. FISCHER
                                    -----------------------------------
                                    Tamara D. Fischer
                                    Chief Financial Officer


                                        II-5
<PAGE>
<PAGE>
                           POWER OF ATTORNEY

   Each person whose signature appears below, hereby constitutes and appoints
Gary P. McDaniel, C.G. Kellogg and Tamara D. Fischer, or any of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement and any or all amendments,
including pre-effective and post-effective amendments, thereto, and to file the
same, with exhibits thereto and any and all other documents filed as part of or
in connection therewith, with the Securities and Exchange Commission, granting
unto each of such attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection with such matters, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:

SIGNATURE                           TITLE                                  DATE

<TABLE>
<CAPTION>
<S>                                  <C>                                         <D>

SIGNATURE                           TITLE                                         DATE

/s/  JOHN A. BOLL                   Chairman of the Board of Directors            May 30, 1997
- -----------------------------
John A. Boll

/s/ GARY P. MCDANIEL                Director and Chief Executive Officer          May 30, 1997
- -----------------------------
Gary P. McDaniel                    (Principal Executive Officer)

/s/ C.G. KELLOGG                    Director and President                        May 30, 1997
- -----------------------------
C.G. Kellogg

/s/ TAMARA D. FISCHER               Chief Financial Officer (Principal Financial  May 30, 1997
- -----------------------------
Tamara D. Fischer                   Accounting Officer)

/s/ EDWARD R. ALLEN                 Director                                      May 30, 1997
- -----------------------------
Edward R. Allen

/s/ GEBRAN S. ANTON, JR.            Director                                      May 30, 1997
- -----------------------------
Gebran S. Anton, Jr.

/s/ JAMES L. CLAYTON                Director                                      May 30, 1997
- -----------------------------
James L. Clayton

/s/ STEVEN G. DAVIS                 Director                                      May 30, 1997
- -----------------------------
Steven G. Davis

/s/ JAMES M. HANKINS                Director                                      May 30, 1997
- -----------------------------
James M. Hankins

/s/ JAMES M. LANE                   Director                                      May 30, 1997
- -----------------------------
James M. Lane

/s/ DONALD E. MILLER                Director                                      May 30, 1997
- -----------------------------
Donald E. Miller

/s/ RHONDA G. HOGAN                 Director                                      May 30, 1997
- -----------------------------
Rhonda G. Hogan

                                        ii-6

<PAGE>
<PAGE>
                                 EXHIBIT INDEX

EXHIBIT NO.                   DESCRIPTION

3.1+        Articles of Amendment and Restatement of the Company (1993)

3.2++++++   Articles of Amendment of the Company (1995)

3.3+++      Articles of Amendment of the Company (1997)

3.4++++     Amended and Restated By-Laws of the Company

3.6+++++    Amended and Restated Agreement of Limited Partnership of the
            Operating Partnership

4.1++       Form of Common Stock Certificates

5.1*        Opinion of Rogers & Wells

5.2*        Opinion of Piper & Marbury L.L.P.

8*          Opinion of Rogers & Wells Regarding Tax Matters

12          Statement of Computation of Ratio of Earnings to Fixed Charges

23.1        Consent of Rogers & Wells (included as part of Exhibit 5.1)

23.2        Consent of Piper & Marbury L.L.P. (included as part of Exhibit 5.2)

23.3*       Consent of Coopers & Lybrand L.L.P.

24          Power of Attorney (included on Page II-6)
__________________

*           To be filed by pre-effective amendment to this Registration
            Statement

+           Incorporated by reference to the Exhibits filed with the Company's
            Quarterly Report on Form 10-Q for the quarterly period ended June
            30, 1995 filed with the Commission on August 10, 1995 (Commission
            File No. 1-12496)

++          Incorporated by reference to the Exhibits filed with the Company's
            Registration Statement on Form S-11 filed with the Securities and
            Exchange Commission on November 10, 1993 (Commission File No. 33-
            69150)

+++         Incorporated by reference to the Exhibits filed with the Company's
            Current Report on Form 8-K, filed with the Commission on May 30,
            1997 (Commission File No. 1-12496)

++++        Incorporated by reference to the Exhibits filed with the Company's
            Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
            1997, filed with the Commission on May 15, 1997 (Commission File No.
            1-12496)

+++++       Incorporated by reference to the Exhibits filed with the Company's
            Form S-4, filed with the Commission on December 24, 1996
            (Commission File No. 333-18807)

++++++      Incorporated by reference to the Exhibits filed with the Company's
            Form S-8, filed with the Commission on June 5, 1997


                                        II-7
<PAGE>

<PAGE>
                                                                                                                   EXHIBIT 12
                                                                                                                   ----------


                                          CP LIMITED PARTNERSHIP
                             COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES


</TABLE>
<TABLE>
<CAPTION>
                                                                                                   Company/
                                              COMPANY                                             PREDECESSOR      PREDECESSOR
                        -------------------------------------------------------------------       -----------      -----------
<S>                      <C>               <C>               <C>               <C>               <C>              <C>
                        For the Quarter    For the Year      For the Year      For the Year      For the Year     For the Year
                             Ended             Ended             Ended             Ended             Ended            Ended
                           March 31,       December 31,      December 31,      December 31,      December 31,     December 31,
                             1997              1996              1995              1994              1993             1992
                        ---------------    ------------      ------------      ------------      -------------    -------------
                                                   (Dollars in thousands)
EARNINGS:
   Income before
     extraordinary       $     5,588       $    16,100       $    13,979       $     14,897      $     3,931      $      2,921
charges
   Fixed charges               5,438            13,002            12,488              6,027           12,708            14,334
                         -----------       -----------       -----------       ------------      -----------      ------------
                         $    11,026       $    29,102       $    26,467       $     20,924      $    16,639      $     17,255
                         ===========       ===========       ===========       ============      ===========      ============
FIXED CHARGES:
   Interest expense      $     5,320       $    12,525       $    11,914       $      5,560      $    12,381      $     13,907
   Amortization of               108               437               538                436              296               396
     deferred financing
     costs
   Interest factor on
rental                            10                40                36                 31               31                31
     expense(1)
                         -----------       -----------       -----------       ------------      -----------      ------------
                         $     5,438       $    13,002       $    12,488       $      6,027      $    12,708      $     14,334
                         ===========       ===========       ===========       ============      ===========      ============
RATIO OF EARNINGS TO
  FIXED CHARGES                 2.03              2.24              2.12               3.47             1.31              1.20
                         ===========       ===========       ===========       ============      ===========      ============

(1)  Amount represents one third of all rental expense (the proportion deemed representative of the interest factor).
</TABLE>



                                        Exh. 12-1



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