SECURITIES AND EXCHANGE COMMISSION
                                           WASHINGTON, D.C. 20549-4631


  Mail Stop 4631

                                               March 1, 2018

  Via E-Mail
  Mr. Curtis D. Hodgson
  Co-Chief Executive Officer
  Mr. Kenneth E. Shipley
  Co-Chief Executive Officer
  Legacy Housing Corporation
  1600 Forest Ridge Drive, #100
  Bedford, TX 76002

          Re:     Legacy Housing Corporation
                  Draft Registration Statement
                  Submitted February 2, 2018
                  CIK No. 0001436208

  Dear Messrs. Hodgson and Shipley:

          We reviewed your draft registration statement and have the following
  In some of our comments we may ask you to provide us information so that we
  better understand your disclosure.

         Please respond to this letter by providing the requested information
and either
  submitting an amended draft registration statement or publicly filing your
  statement on EDGAR. If you do not believe that our comments apply to your
facts and
  circumstances or do not believe that an amendment is appropriate, please tell
us why in
  your response.

         After reviewing the information you provide in response to these
comments and
  your amended draft registration statement or filed registration statement, we
may have
  additional comments.


  1. Provide us copies of all written communications as defined in Rule 405
under the
     Securities Act that you or anyone authorized on your behalf present to
     investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain
     copies of the communications. Similarly, provide us any research reports
about you
     that are published or distributed in reliance upon Section 2(a)(3) of the
Securities Act
 Mr. Curtis D. Hodgson
Mr. Kenneth E. Shipley
Legacy Housing Corporation
March 1, 2018
Page 2

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

2. Please disclose the lead underwriter in the next amendment.

Our Company, page 1

3. You state that in 2016 there were 63,799 households in the U.S. with annual
   household incomes of less than $60,000 representing a majority of all U.S.
   households. 63,799 households do not appear to represent a majority of all
   households. Please advise or revise.

Summary Consolidated Financial Data, page 11

4. Please remove the label "unaudited" from the header in the pro forma
   table as the label may give an investor the impression that the consolidated
   of operations data and consolidated balance sheet data included in this
section have
   been audited.

Risk Factors, page 13

5. Advise what consideration you have given to risk factor discussion of the
2017 Tax
   Cuts and Jobs Act on your industry and your company.

Our operations are concentrated in the southern United States..., page 14

6. Disclosure indicates that 81% of your loan contracts are located in Texas as
   December 31, 2016. Disclose your rates of delinquencies, default, and
   losses in Texas during the periods presented in the financial statements.

Our involvement in vertically integrated lines of businesses...exposes us to
certain risks,
page 16

7. You indicate that you offer manufactured home chattel loans to purchasers of
   homes sold by independent retailers and that you may repossess or foreclose
on the
   secured property if customers do not repay their loans. Disclose the number
and the
   dollar amount of your repossessions and foreclosures during the periods
presented in
   the financial statements.
 Mr. Curtis D. Hodgson
Mr. Kenneth E. Shipley
Legacy Housing Corporation
March 1, 2018
Page 3

Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 33


8. Please revise to provide a table of contractual obligations. Refer to Item
303(a)(5) of
   Regulation S-K.

Overview, page 33

9. You state that you currently have the largest backlog of orders in your 12
   history. Please quantify the backlog both in dollar and units believed to be
firm as of
   a recent date and as of a comparable date in the preceding fiscal year,
together with
   an indication of the portion not reasonably expected to be filled within the
   year, and seasonal or other material aspects of the backlog. Refer to Item
   101(c)(1)(viii) of Regulation S-K.

Critical Accounting Policies and Estimates, page 38

10. Please revise to provide a robust discussion of your critical accounting
policies and
    estimates that require significant management judgement. It appears to us
that at a
    minimum you should discuss your portfolio loans receivables, notes
    allowance for loan losses, and inventories. Please note that the disclosure
    supplement, not duplicate, the description of accounting policies that are
    disclosed in the notes to the financial statements.

Our Company, page 41

11. You indicate that you market your homes through a network of independent
    distributors, company-owned retail locations, and direct sales to owners of
    manufactured home communities. Disclose the amount of your revenues
attributed to
    each of the independent retail distributors, company-owned retail
locations, and direct
    sales to owners of manufactured home communities during the periods
presented in
    the financial statements.

Manufacturing in Close Proximity to Customers in Key Markets, page 43

12. Disclosure that you have additional manufacturing capacity to support
future growth
    appears inconsistent with disclosure in the third bullet point on page 34
that your two
    Texas manufacturing facilities are operating at or near capacity and your
    manufacturing facility is operating with limited excess capacity. Please
reconcile the
 Mr. Curtis D. Hodgson
Mr. Kenneth E. Shipley
Legacy Housing Corporation
March 1, 2018
Page 4

Raw Materials and Suppliers, page 46

13. Disclose the names of your principal suppliers. See Item 101(h)(4)((v) of
    S-K. If you have any material supply agreements, advise what consideration
    have given to filing the agreements as exhibits to the registration
statement. See Item
    601(b)(10) of Regulation S-K.

Third-Party Inventory Financing, page 49

14. We note from your disclosure that you have repurchase agreements with the
    institutions that provide wholesale floor plan financing to your
independent retailers.
    We note also your disclosure that you currently have no repurchase
    Please disclose the maximum amount of contingent obligations under the
    without reduction of resale value of the homes as of the most recent
balance sheet
    date. Please also consider discussing your potential repurchase obligations
under risk

Facilities, page 53

15. Disclose the duration of the lease for your facility in Eatonton, Georgia,
and advise
    what consideration you have given to filing the lease agreement and also
the payment
    in lieu of taxes agreement as exhibits to the registration statement. See
    601(b)(10) of Regulation S-K.

Financial Statements


16. Please revise the notes to your financial statements to include the
disclosures required
    by ASC 280-10-50, as applicable. Should you determine that you have a
    reportable segment, disclose that fact and the basis for your conclusion,
including a
    discussion of whether your different revenue streams represent separate
    segments. If operating segments have been aggregated, please tell us the
basis for
    such aggregation and also tell us your consideration of the disclosure
requirements in
    ASC 280-10-50-21.

Auditor Report, page F-2

17. We note that the audit report refers to the financial statements as of and
for the years
    ended December 31, 2016 and 2015. However, you only included the 2016
    statements. Please ensure that the audit report refers to the periods
presented once the
    financial statements are updated with the 2017 data.
 Mr. Curtis D. Hodgson
Mr. Kenneth E. Shipley
Legacy Housing Corporation
March 1, 2018
Page 5

Consolidated Statement of Operations, page F-4

18. We note from your disclosure on page F-12 that your net revenues primarily
    of product revenue related to the manufactured homes and financial service
    from financing transactions. Please separately state your product and
    revenues and cost of sales on the face of the income statement in
accordance with
    Rule 5-03 of Regulation S-X, or explain why you believe that you are not
required to
    do so.

19. Please revise your consolidated statements of operations to present
interest income
    net of provision for loan losses. Refer to Article 9 of Regulation S-X and
SAB Topic
    11K. Alternatively, please tell us how you determined that your
presentation is
    appropriate, and tell us the authoritative accounting literature you relied

Note 2   Summary of Significant Accounting Policies, page F-8

Allowance for Loan Losses, page F-8

20. You state that you will charge off a loan once it is determined to be
    Please disclose how you determine when a loan is deemed uncollectible.
    discuss the triggering events or other facts and circumstances that cause
you to charge
    off a loan. Refer to ASC 310-10-50-11B.

Notes Receivable from Mobile Home Parks, page F-8

21. Your MHP notes appear to be significant to your earnings and liquidity.
    disclose your past due, non-accrual, and charge-off accounting policies
related to
    MHP notes and quantify the related balances as of the end of each period
    Further, please provide us with a breakout of MHP notes by aging category
and an
    allowance rollforward schedule. Please also explain to us your basis for
your current
    recorded allowance.

Inventory, page F-9

22. Please expand your disclosures to provide insight regarding your inventory
    impairment policies and assessment, including methods and assumptions used
    determine fair market value. If you apply more than one method in
estimating the
    market value of your inventory, please tell us how the results of your
    methods are weighted to determine the applicable market value.

23. Please expand your accounting policy to address inventories on consignment,
    disclose the amount of those inventories. We note your disclosure that you
    determined a reserve for slow moving inventory was not necessary for
finished goods
 Mr. Curtis D. Hodgson
Mr. Kenneth E. Shipley
Legacy Housing Corporation
March 1, 2018
Page 6

   inventory due to dealers' incentive to sell these units. Please advise us
how you
   consider factors such as physical deterioration, obsolescence, and changes
in price
   levels in valuating your slow moving and aged finished goods inventory. As
part of
   your response, please tell us how long it normally takes for the dealers to
sell the
   units and what happens to the units when the dealers are unable to sell them
within an
   extend period of time.

24. Please tell us what consideration was given to presenting slow moving
inventory not
    expected to be sold within one year from the balance sheet date as
    inventory on the face of the balance sheets.

Dealer portfolio Positions, page F-10

25. Please disclose how and when you recognize the expense associated with
    compensating your dealers for assisting with collection efforts on the
portfolio loans.

Revenue Recognition, page F-11

26. Please expand your accounting policy related to consignment sales,
including the
    material terms of the consignment arrangements with your retailers and your
    consideration for presenting the consignment transactions on a gross or net
    Tell us the accounting literature upon which you relied. Please also
disclose the
    consignment sales amounts recorded for all the periods presented.

Note 3   Portfolio Loans Receivable, page F-13

27. You disclose in the allowance for loan losses and net charge off activity
table on page
    F-14 that the allowance for loan losses as of December 31, 2016 was $1.2
    The amount appears to be inconsistent with the amount disclosed in the
    loans table on page F-13. Please advise or revise.

Note 5   Inventories, page F-15

28. Please tell us how recording an allowance for slow moving inventory is in
    compliance with SAB Topic 5.BB and ASC 330-10-35-14. Under that guidance,
    inventory should be recorded at cost and impairment charges establish a new
    basis for impaired inventory that cannot be marked up based on changes in
    underlying facts and circumstances. As such, reserve balances as of the
period end
    should not be reflected in a separate account.

29. Your net inventory amount disclosed in the table on page F-15 does not
appear to be
    consistent with the amount presented on the balance sheet on page F-3.
Please advise
    or revise.
 Mr. Curtis D. Hodgson
Mr. Kenneth E. Shipley
Legacy Housing Corporation
March 1, 2018
Page 7

Note 8   Accrued Liabilities, page F-16

30. Your warranty reserve as of December 31, 2016 presented in the table on
page F-16
    does not appear to be consistent with the balance presented on page F-10.
    advise or revise.

Note 12   Related Party Transactions, page F-19

31. Please revise this section to discuss also the $1,500,000 notes payable
agreement that
    you entered into with a captive insurance company which you disclose to be
a related
    party through common ownership. Please also name the related party.

    You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or W. John
Accounting Branch Chief, at (202) 551-3768 if you have questions about comments
the financial statements and related matters. You may contact Edward M. Kelly,
Counsel, at (202) 551-3728 or me at (202) 551-3395 if you have any other


                                             /s/ Jay Ingram

                                             Jay Ingram
                                             Legal Branch Chief
                                             Office of Manufacturing and

cc:    Via E-mail
       Steve Wolosky, Esq.
       Spencer G. Feldman, Esq.
       Olshan Frome Wolosky LLP
       1325 Avenue of the Americas, 15th Floor
       New York, NY 10019