As filed with the Securities and Exchange Commission on August 18, 2005

                                               Registration No.  _____________
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                              HOME PROPERTIES, INC.
               (Exact name of registrant as specified in charter)

                               Maryland 16-1455126
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                               850 Clinton Square
                            Rochester, New York 14604
                                 (585) 546-4900
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                               -------------------
                             Ann M. McCormick, Esq.
             Executive Vice President, Secretary and General Counsel
                              Home Properties, Inc.
                               850 Clinton Square
                            Rochester, New York 14604
                                 (585) 546-4900
                            Facsimile (585) 232-3147
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                               -------------------

                                   Copies to:
                           Deborah McLean Quinn, Esq.
                                Nixon Peabody LLP
                               1300 Clinton Square
                            Rochester, New York 14604
                                 (585) 263-1307
                            Facsimile (585) 263-1600

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

Approximate  date  of  commencement  of  proposed  sale  to  public:  As soon as
practicable after this Registration Statement becomes effective.

If only securities  being  registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. / /

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. /x/

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933,  please check the following box
and list the Securities Act of 1933 registration statement number of the earlier
registration statement for the same offering. / /

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 registration statement for the same
offering. / /

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


                         CALCULATION OF REGISTRATION FEE

Title of Each        Proposed      Proposed
Amount Class of      Amount to     Maximum          Maximum
of Securities        to be         Offering Price   Aggregate        Registra-
Registered           Registered    Per Share (1)    Offering Price   tion Fee -
--------------       ----------    -------------    --------------   --------
Common Stock
 par value $.01      306,933       $40.895          $12,522,025      $1,478

(1) Estimated  solely for purposes of calculating the  registration fee pursuant
to Rule 457(c)  under the  Securities  Act of 1933 and based upon the average of
the high and low prices  reported  on the New York Stock  Exchange on August 16,
2005 of $40.895.

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.




                                 306,933 Shares

                              HOME PROPERTIES, INC.

                                  COMMON STOCK

     All of the  shares  of  common  stock,  par  value  $.01 per  share of Home
Properties,  Inc.  offered by this  prospectus  are being offered by the Selling
Shareholder  which holds those shares.  See "Selling  Shareholder".  We will not
receive any proceeds of the sale of the shares offered hereby.  The Common Stock
is listed  on the New York  Stock  Exchange  under the  symbol  "HME."  The last
reported  sale price of the  Common  Stock on the New York  Stock  Exchange  was
$41.04 on August 16, 2005.

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

     You should  carefully  consider  the  material  risks set forth under "risk
factors"  beginning on page 2 of this prospectus before purchasing any shares of
our common stock.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal  offense.

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


                 The date of this prospectus is August 17, 2005.





                                TABLE OF CONTENTS
                                                                     Page
Home Properties                                                        1
Risk Factors                                                           2
Where You Can Find More Information                                    8
Special Note Regarding Forward-Looking Statements                      9
Use of Proceeds                                                        9
Selling Shareholders                                                  10
Description of Capital Stock                                          11
Common Stock                                                          12
Preferred Stock                                                       13
Restriction on Transfer Ownership Limits                              14
Ownership Reports                                                     17
Certain Other Provisions of Maryland Law and Charter Documents        17
Federal Income Tax Considerations                                     19
Other Tax Consequences                                                38
Plan of Distribution                                                  39
Experts                                                               39
Legal Matters                                                         39




     The  following  information  should  be read in  conjunction  with the more
detailed  information  included  elsewhere in this  prospectus  or  incorporated
herein or therein by reference. References to "Home Properties," "we" or "us" in
this prospectus mean, except as the context otherwise requires, Home Properties,
Inc.,  a  Maryland  corporation,  Home  Properties,  L.P.,  a New  York  limited
partnership  (the "Operating  Partnership"),  Home Properties  Trust, a Maryland
trust  (the  "Trust"),   HP  Management,   Inc.,  a  Maryland  corporation  ("HP
Management"),  Home Properties Resident Services,  Inc., a Maryland  corporation
("HPRS" and, together with HP Management,  the "Management Companies"),  and all
other subsidiaries of Home Properties on a consolidated basis.

                                 HOME PROPERTIES

     We are a fully integrated,  self-administered  and self-managed real estate
investment  trust, a REIT, and the 6th largest  publicly  traded  apartment real
estate  investment  trust  in the  United  States.  With  operations  in  select
Northeast, Midwest, Mid-Atlantic and Southeast Florida markets, we own, operate,
acquire, rehabilitate, and develop apartment communities. As of August 16, 2005,
we operate 160 communities  containing  47,203  apartment  units. Of these,  we,
along with our  subsidiaries,  directly own 42,577 units in 153 communities.  We
partially  own and manage as general  partner 1,925 units,  and we  manage 2,701
units for other owners. The owned and managed apartment communities are referred
to herein as the "Properties".

     We were incorporated in November 1993 as a Maryland corporation. We are the
general partner of Home Properties, L.P., a New York limited partnership through
which we own,  acquire  and  operate  most of our  market  rate  apartments.  We
frequently  refer  to Home  Properties,  L.P.  as the  "Operating  Partnership".
Certain of our activities,  such as residential  property management for others,
development activities and construction,  development and redevelopment services
are carried on through two wholly-owned subsidiaries: Home Properties Management
Inc. and Home Properties Resident Services, Inc.

     Our  principal  executive  offices  are  located  at  850  Clinton  Square,
Rochester, New York 14604. Our telephone number is (585) 246-4900.


                                  RISK FACTORS

     An  investment  in the Common  Stock of Home  Properties  involves  various
risks.  In  addition  to general  investment  risks and those  factors set forth
elsewhere in this prospectus, prospective investors should consider, among other
things, the following factors:

ASSIMILATION OF A SUBSTANTIAL NUMBER OF NEW ACQUISITIONS.

     Since our  formation,  we have  undertaken a strategy of aggressive  growth
through acquisitions. Our ability to manage our growth effectively requires that
we,  among other  things,  successfully  apply our  experience  in managing  our
existing portfolio to an increased number of properties. In addition, we will be
required to successfully  manage the integration of a substantial  number of new
personnel.  There can be no  assurances  that we will be able to  integrate  and
manage these  operations  effectively or maintain or improve on their historical
financial performance.

REAL ESTATE FINANCING RISKS

     GENERAL.  We are  subject  to the  customary  risks  associated  with  debt
financing  including  the  potential  inability to refinance  existing  mortgage
indebtedness  upon  maturity on favorable  terms.  If a property is mortgaged to
secure  payment  of  indebtedness  and we are  unable  to meet its debt  service
obligations,  the property could be foreclosed upon. This could adversely affect
our cash flow and,  consequently,  the amount  available  for  distributions  to
stockholders.

     NO  LIMITATION  ON DEBT.  The Board of  Directors  has  adopted a policy of
limiting our indebtedness to approximately 55% of our net asset value (with such
net asset value being the value  published by Home Properties in its most recent
quarterly  earnings press release as its net asset value utilizing the mid-point
capitalization  rate),  but our  organizational  documents  do not  contain  any
limitation on the amount or percentage of indebtedness,  funded or otherwise, we
may incur.  Accordingly,  the Board of Directors  could alter or  eliminate  its
current policy on borrowing.  If this policy were changed,  we could become more
highly leveraged,  resulting in an increase in debt service that could adversely
affect  our  ability  to make  expected  distributions  to  stockholders  and an
increased risk of default on our  indebtedness.  Our net asset value  fluctuates
based on a number of factors.  Our bank  agreements and certain  agreements with
holders of our preferred stock limit the amount of indebtedness we may incur.

     EXISTING DEBT MATURITIES.  We are subject to the risks normally  associated
with debt financing,  including the risk that our cash flow will be insufficient
to meet the required  payments of principal  and  interest.  Because much of the
financing is not fully self-amortizing, we anticipate that only a portion of the
principal of our indebtedness will be repaid prior to maturity. So, we will need
to refinance debt.  Accordingly,  there is a risk that we will not be successful
in refinancing existing  indebtedness or that the terms of such refinancing will
not be as favorable as the terms of the existing indebtedness. We aim to stagger
our debt maturities with the goal of minimizing the amount of debt which must be
refinanced in any year.

REAL ESTATE INVESTMENT RISKS

     GENERAL RISKS. Real property  investments are subject to varying degrees of
risk. If our communities do not generate  revenues  sufficient to meet operating
expenses, including debt service and capital expenditures, Home Properties' cash
flow and ability to make  distributions  to its  stockholders  will be adversely
affected.  A  multifamily  apartment  community's  revenues  and  value  may  be
adversely affected by the general economic climates; the local economic climate;
local real estate  considerations  (such as over supply of or reduced demand for
apartments);  the perception by prospective residents of the safety, convenience
and attractiveness of the communities or neighborhoods in which they are located
and the quality of local schools and other  amenities;  and increased  operating
costs  (including real estate taxes and utilities).  Certain  significant  fixed
expenses  are  generally  not reduced  when  circumstances  cause a reduction in
income from the investment.

     OPERATING  RISKS.  We are  dependent  on  rental  income  to pay  operating
expenses  and to  generate  cash  to  enable  us to  make  distributions  to our
stockholders.  If we are  unable  to  attract  and  retain  residents  or if our
residents are unable,  due to an adverse change in the economic condition of the
region or  otherwise,  to pay their  rental  obligations,  our  ability  to make
expected distributions will be adversely affected.

     ILLIQUIDITY OF REAL ESTATE. Real estate investments are relatively illiquid
and,  therefore,  we have  limited  ability  to vary our  portfolio  quickly  in
response  to  changes  in  economic  or  other  conditions.   In  addition,  the
prohibition in the Internal  Revenue Code (the "Code") on REITs holding property
for sale and  related  regulations  may  affect our  ability to sell  properties
without adversely affecting distributions to stockholders.  A significant number
of our  properties  were  acquired  using limited  partnership  interests in the
Operating  Partnership  ("Units") subject to certain agreements,  which restrict
our ability to sell such  properties in  transactions  that would create current
taxable income to the former owners.

     COMPETITION.   We  plan  to  continue  to  acquire  additional  multifamily
residential  properties in the Northeast,  Midwest,  Mid-Atlantic  and Southeast
Florida  regions  of the  United  States.  There  are a  number  of  multifamily
developers  and other real  estate  companies  that  compete  with us in seeking
properties for acquisition, prospective residents and land for development. Most
of our properties are in developed areas where there are other properties of the
same type.  Competition  from other properties may affect our ability to attract
and retain  residents,  to increase  rental  rates and to  minimize  expenses of
operation.  Virtually all of the leases for the properties are short-term leases
(generally, one year or less).

     UNINSURED LOSSES.  Certain  extraordinary  losses may not be covered by our
comprehensive  liability,  fire,  extended  and  rental  loss  insurance.  If an
uninsured  loss  occurred,  we could lose our investment in, and cash flow from,
the  affected  property  (but we would be  required  to repay  any  indebtedness
secured by that property and related taxes and other charges).

COMPLIANCE WITH LAWS AND REGULATIONS.

     Many laws and governmental regulations are applicable to our properties and
changes in these laws and regulations,  or their  interpretation by agencies and
the courts, occur frequently.  Under the Americans with Disabilities Act of 1990
(the  "ADA"),  all places of public  accommodation  are required to meet certain
federal  requirements  related  to access  and use by  disabled  persons.  These
requirements became effective in 1992.  Compliance with the ADA requires removal
of structural  barriers to handicapped access in certain public areas where such
removal is "readily achievable." The ADA does not, however, consider residential
properties,  such as  apartment  communities,  to be  public  accommodations  or
commercial facilities, except to the extent portions of such facilities, such as
a leasing office, are open to the public. A number of additional federal,  state
and local laws exist which also may require modifications to the Properties,  or
restrict certain further renovations thereof,  with respect to access thereto by
disabled  persons.  For example,  the Fair Housing  Amendments  Act of 1988 (the
"FHAA") requires apartment communities first occupied after March 13, 1990 to be
accessible  to the  handicapped.  Noncompliance  with the ADA or the FHAA  could
result in the  imposition of fines or an award of damages to private  litigants.
Although management believes that the Properties are substantially in compliance
with  present  requirements,  Home  Properties  may  incur  additional  costs in
complying with the ADA for both existing  properties and properties  acquired in
the future.  We believe that the Properties  that are subject to the FHAA are in
compliance with such laws.

     Under  the  federal  Fair   Housing  Act  and  state  fair  housing   laws,
discrimination on the basis of certain protected classes is prohibited.  We have
a policy against any kind of discriminatory  behavior and we train our employees
to  avoid  discrimination  or the  appearance  of  discrimination.  There  is no
assurance,  however,  that an  employee  will not  violate  our  policy  against
discrimination and violate the fair housing laws. Such a violation could subject
us to legal action and the possible awards of damages.

     Under various laws,  ordinances and regulations  relating to the protection
of the  environment,  a current or previous owner or operator of real estate may
be held liable for the costs of removal or remediation  of certain  hazardous or
toxic substances  located on, under or in the property.  These laws often impose
liability  without regard to whether the owner or operator was responsible  for,
or even knew of, the presence of such substances.  The presence of contamination
from  hazardous  or  toxic   substances,   or  the  failure  to  remediate  such
contaminated property properly, may adversely affect the owner's ability to rent
or  sell  the   property  or  use  the  property  as   collateral.   Independent
environmental   consultants  conducted  "Phase I"  environmental  audits  (which
involve visual inspection but not soil or groundwater analysis) of substantially
all of the Properties prior to their acquisition.  The Phase I audit reports did
not reveal any significant issues of environmental  concern, nor are we aware of
any environmental liability that we believe would have a material adverse effect
on us. There is no assurance that Phase I reports would reveal all environmental
liabilities or that environmental conditions not known to us may exist now or in
the future on existing  properties or those  subsequently  acquired  which would
result in liability to us for  remediation or fines,  either under existing laws
and regulations or future changes to such  requirements.  If compliance with the
various laws and  regulations,  now existing or hereafter  adopted,  exceeds our
budgets for such  items,  our ability to make  expected  distributions  could be
adversely affected.

FEDERAL INCOME TAX RISKS.

     GENERAL.  We believe that we have been  organized and have operated in such
manner so as to qualify as a REIT under the Code,  commencing  with our  taxable
year ended  December 31,  1994. A REIT  generally is not taxed at the  corporate
level on income  it  currently  distributes  to its  shareholders  as long as it
distributes  currently at least 90% of its taxable income (excluding net capital
gain).  No assurance can be provided,  however,  that we have  qualified or will
continue  to qualify as a REIT or that new  legislation,  Treasury  Regulations,
administrative  interpretations or court decisions will not significantly change
the tax laws with respect to our  qualification  as a REIT or the federal income
tax consequences of such qualification.

     REQUIRED  DISTRIBUTIONS AND PAYMENTS.  In order to continue to qualify as a
REIT, we currently are required each year to distribute to our  stockholders  at
least 90% of our taxable income  (excluding net capital gain).  In addition,  we
will be subject to a 4% nondeductible excise tax on the amount, if any, by which
certain distributions made by us with respect to the calendar year are less than
the sum of 85% of our  ordinary  income,  95% of our capital gain net income for
that year, and any undistributed taxable income from prior periods. We intend to
make  distributions  to our  stockholders  to comply  with the 90%  distribution
requirement  and to avoid the  nondeductible  excise  tax and will rely for this
purpose on distributions from the Operating Partnership. However, differences in
timing between taxable income and cash available for distribution  could require
us to borrow  funds or to issue  additional  equity to enable us to meet the 90%
distribution  requirement (and therefore to maintain our REIT qualification) and
to avoid the nondeductible excise tax. The Operating  Partnership is required to
pay (or  reimburse  us, as its general  partner,  for)  certain  taxes and other
liabilities and expenses that we incur,  including any taxes that we must pay in
the event we were to fail to  qualify  as a REIT.  In  addition,  because we are
unable to retain earnings  (resulting from REIT distribution  requirements),  we
will generally be required to refinance debt that matures with  additional  debt
or equity.  There can be no  assurance  that any of these  sources of funds,  if
available  at  all,  would  be  available  to  meet  our  distribution  and  tax
obligations.

     ADVERSE  CONSEQUENCES  OF OUR  FAILURE TO QUALIFY AS A REIT.  If we fail to
qualify  as a REIT,  we will be subject to  federal  income tax  (including  any
applicable  alternative  minimum tax) on our taxable income at regular corporate
rates.  In  addition,   unless  entitled  to  relief  under  certain   statutory
provisions,  we will be  disqualified  from  treatment  as a REIT  for the  four
taxable years  following the year during which REIT  qualification  is lost. The
additional  tax burden on us would  significantly  reduce the cash available for
distribution by us to our  stockholders.  Our failure to qualify as a REIT could
reduce  materially  the  value of our  common  stock  and  would  cause  all our
distributions  to be taxable as ordinary income to the extent of our current and
accumulated earnings and profits (although, subject to certain limitations under
the Code,  corporate  distributees  may be eligible for the  dividends  received
deduction  with  respect  to  these  distributions).  See  "Federal  Income  Tax
Considerations - Failure to Qualify."

     THE OPERATING PARTNERSHIP'S FAILURE TO QUALIFY AS A PARTNERSHIP. We believe
that the Operating Partnership qualifies as a partnership for federal income tax
purposes.  No assurance  can be  provided,  however,  that the Internal  Revenue
Service (the "IRS") will not challenge  its status as a partnership  for federal
income tax purposes, or that a court would not sustain such a challenge.  If the
IRS were to be  successful in treating the  Operating  Partnership  as an entity
that is taxable as a  corporation,  we would cease to qualify as a REIT  because
the value our ownership interest in the Operating Partnership would exceed 5% of
our  assets  and  because  we would be  considered  to hold more than 10% of the
voting  securities of another  corporation.  See "Taxation of Home  Properties -
Asset  Tests."  Also,  the  imposition  of a  corporate  tax  on  the  Operating
Partnership  would  reduce  significantly  the  amount  of  cash  available  for
distribution to its limited partners.  See "Federal Income Tax  Considerations -
Tax Aspects of the Operating  Partnership."  Finally,  the classification of the
Operating  Partnership  as a  corporation  would cause its  limited  partners to
recognize  gain (upon the event  that  causes the  Operating  Partnership  to be
classified as a corporation) at least equal to their "negative capital accounts"
(and possibly more, depending upon the circumstances).

TAXATION OF DIVIDENDS

     The tax rate  applicable  to  qualifying  corporate  dividends  received by
individuals  prior to 2009 has  been  reduced  to a  maximum  rate of 15%.  This
special tax rate is generally not applicable to dividends paid by a REIT, unless
such dividends  represent earnings on which the REIT itself had been taxed. As a
result,  dividends  (other than capital gain dividends) paid by us to individual
investors  will  generally  be  subject  to the tax  rates  that  are  otherwise
applicable  to ordinary  income which,  currently,  are as high as 35%. This law
change may make an investment in our common shares comparatively less attractive
relative to an investment  in the share of other  corporate  entities  which pay
dividends that are not formed as REITs.

LIMITS ON OWNERSHIP

     OWNERSHIP  LIMIT. In order for us to maintain our  qualification as a REIT,
not more than 50% in value of our  outstanding  stock may be owned,  directly or
indirectly,  by five or fewer  individuals  (as  defined  in the Code to include
certain  entities) at any time during the last half of its taxable year. We have
limited  ownership of the issued and  outstanding  shares of Common Stock by any
single  stockholder to 8.0% of the aggregate  value of our  outstanding  shares.
Shares of Common  Stock  held by certain  entities,  such as  qualified  pension
plans, are treated as if the beneficial owners of such entities were the holders
of the Common Stock.  These restrictions can be waived by the Board of Directors
if it were  satisfied,  based upon the advice of tax counsel or otherwise,  that
such action would be in our best interests. Waivers have been granted to certain
institutional  investors in  connection  with the sale of our  Preferred  Stock.
Shares acquired or transferred in breach of the limitation may be redeemed by us
for the  lesser  of the  price  paid or the  average  closing  price for the ten
trading days immediately preceding redemption or may be sold at our direction. A
transfer of shares of Common Stock to a person who, as a result of the transfer,
violates the ownership limit will be void and the shares will  automatically  be
converted  into  shares  of  "Excess  Stock",  which is  subject  to a number of
limitations.  See  "Description of Capital Stock - Restrictions on Transfer" for
additional information regarding the ownership limits.

CHANGE OF CONTROL

     Our Articles of Amendment and Restatement of the Articles of Incorporation,
as amended (the "Articles of  Incorporation"),  authorize the Board of Directors
to issue up to a total of 80 million shares of Common Stock,  10 million  shares
of excess stock and  10 million  shares of preferred  stock and to establish the
rights and  preferences  of any shares  issued.  Further,  under the Articles of
Incorporation, the stockholders do not have cumulative voting rights.

     The  percentage  ownership  limit,  the issuance of preferred  stock in the
future and the absence of  cumulative  voting  rights  could have the effect of:
(i) delaying or preventing a change of control of us even if a change in control
were in the stockholders' interest;  (ii) deterring tender offers for our Common
Stock  that  may  be  beneficial  to the  stockholders;  or  (iii) limiting  the
opportunity  for  stockholders  to receive a premium for their Common Stock that
might otherwise exist if an investor attempted to assemble a block of our common
stock in excess  of the  percentage  ownership  limit or  otherwise  to effect a
change of control of us.

     We  have various  agreements  which may have the effect of  discouraging  a
change of control of us due to the costs involved. The Articles Supplementary to
our  Articles of  Incorporation  under which our  outstanding Series F Preferred  
Stock were  issued provide  us the option of redeeming the outstanding Preferred 
Stock after  the  fifth  anniversary  of  its  issue date.  Also, to assure that  
our  management  has   appropriate  incentives  to  focus on  our  business  and 
Properties  in the  face  of a  change of  control situation,  we  have  adopted  
an executive retention plan which provides some key employees with salary, bonus 
and certain benefit continuation in the event of a change of control.

POTENTIAL CONFLICTS OF INTEREST

     Unlike persons  acquiring Common Stock,  certain of our executive  officers
and directors own a significant  portion of their  interest in us through Units.
As a result of their  status as  holders  of Units,  those  executive  officers,
directors  and other  limited  partners may have  interests  that  conflict with
stockholders with respect to business  decisions  affecting us and the Operating
Partnership. In particular,  certain executive officers and directors may suffer
different or more adverse tax consequences  than us upon the sale or refinancing
of some of the Properties as a result of unrealized  gain  attributable to those
Properties.  Thus,  those executive  officers and directors and the stockholders
may have different  objectives  regarding the appropriate  pricing and timing of
any sale or refinancing of Properties. In addition, those executive officers and
directors,  as limited partners of the Operating Partnership,  have the right to
approve  certain   fundamental   transactions   such  as  the  sale  of  all  or
substantially  all of  the  assets  of  the  Operating  Partnership,  merger  or
consolidation or dissolution of the Operating Partnership and certain amendments
to the Operating Partnership Agreement.

SHARES AVAILABLE FOR FUTURE SALE

     Sales of substantial amounts of shares of Common Stock in the public market
or the perception that such sales might occur could adversely  affect the market
price of the Common Stock. The Operating Partnership has issued approximately 16
million  Units  through  March 31, 2005,  to persons other than us or the Trust,
which may be exchanged on a  one-for-one  basis for shares of Common Stock under
certain  circumstances.  We  have  issued and  outstanding  Series F  Cumulative 
Redeemable Preferred Stock. In addition, Home Properties  has granted options to 
purchase  shares of stock to certain  directors,  officers and employees of Home
Properties, of  which, as  of  June 30, 2005, approximately,  2,791,744  options
remain outstanding and unexercised.

     All of the shares of Common  Stock  issuable  upon the exchange of Units or
the exercise of options will be  "restricted  securities"  within the meaning of
Rule 144 under the Securities Act of 1933, as amended (the "Securities Act") and
may not be transferred  unless they are  registered  under the Securities Act or
are otherwise  transferable under Rule 144.  The Company has filed or expects to
file  registration  statements  with  respect  to such  shares of Common  Stock,
thereby  allowing  shares issuable under our stock benefit plans and in exchange
for Units to be transferred or resold without  restriction  under the Securities
Act.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information  with the SEC. You may read and copy  reports,  statements  or other
information at the SEC's public reference  facilities in Washington D.C., at 450
Fifth Street,  N.W.,  Washington D.C. 20544 and at the SEC's regional offices in
New York,  233 Broadway,  New York,  New York 10279 and Chicago,  175 W. Jackson
Boulevard,   Suite  900,  Chicago,  Illinois  60604.  Please  call  the  SEC  at
1-800-SEC-0330 for further information on the public reference  facilities.  Our
SEC filings are also available to the public from commercial  document retrieval
services and at the web site  maintained by the SEC at  http://www.sec.gov.  You
can also  review  copies of our SEC filings at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.

     We have filed with the SEC a registration statement on Form S-3 to register
the securities.  This prospectus is part of that registration  statement and, as
permitted by the SEC's rules,  does not contain all the information set forth in
the  registration  statement.  For  further  information  you may  refer  to the
registration  statement and to the exhibits and  schedules  filed as part of the
registration  statement.  You can review and copy the registration statement and
its exhibits and schedules at the public reference facilities  maintained by the
SEC as described above. The registration  statement,  including its exhibits and
schedules, is also available on the SEC's web site.

     The SEC allows us to  "incorporate  by reference"  the  information we file
with it,  which  means  that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be part of this prospectus and the  information  that we file with
the SEC later will  automatically  update and  supersede  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"):

     - - Annual Report on Form 10-K for the fiscal year ended December 31, 2004;

     - - Quarterly  Reports  on  Form 10-Q  for  the  quarterly  periods  ended 
     March 31, 2005 and June 30,2005;

     - - Current Report on Form 8-K dated August 8, 2005; and

     - - The  description  of the common  stock  contained  in our  registration
     statement on Form 8-A filed under Section 12 of the Exchange Act, including
     all  amendments  and  reports  filed  for  the  purpose  of  updating  that
     description.

     You may  request  a copy of  these  filings,  at no  cost,  by  writing  or
telephoning  us  at:  Home  Properties,   Inc.,  Attention:  Ann  M.  McCormick,
Secretary, 850 Clinton Square, Rochester, New York 14604; telephone number (585)
546-4900.

     YOU  SHOULD  RELY ONLY ON THE  INFORMATION  INCORPORATED  BY  REFERENCE  OR
PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED
ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT OR ADDITIONAL INFORMATION.  YOU SHOULD
NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE
AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains, or incorporates by reference, statements that may
be deemed to be  "forward-looking"  within  the  meaning of  Section 27A  of the
Securities  Act,  and  Section 21E  of the  Exchange  Act.  Although  we believe
expectations   reflected  in  such  forward-looking   statements  are  based  on
reasonable  assumptions,  we can give no assurance that our expectations will be
achieved.  Factors  that may cause  actual  results  to differ  include  general
economic and local real estate conditions and the weather,  and other conditions
that might affect  operating  expenses,  and timely  completion of repositioning
activities  within  anticipated  budgets,  the actual pace of acquisitions,  and
continued  access to capital to fund  growth.  Our actual  results  could differ
materially from those set forth in the forward-looking statements. Other factors
that might cause such a difference  are discussed in the section  entitled "Risk
Factors."

                                 USE OF PROCEEDS

 The Company will not receive any proceeds of the sale of the shares offered hereby.


                              SELLING SHAREHOLDERS

     The  partners  of the  Operating  Partnership  may from time to time tender
their Units of limited partnership  interest to the Operating  Partnership.  The
Company may give notice to such  partners  that the Company  will  acquire  such
Units in exchange for shares of Common  Stock,  a right which we refer to as the
"LP Purchase  Right".  All of the shares being offered  hereby are being sold by
certain  partners in the Operating  Partnership who may acquire shares of Common
Stock in  exchange  for their Units  pursuant to the LP purchase  right and then
wish  to  sell  those  shares.   We  refer  to  those  persons  as  the  Selling
Shareholders.  Although the Selling  Shareholders  have not  indicated a present
intent to tender their Units which would  trigger the  Company's  right to issue
shares of Common  Stock to them  under the LP  Purchase  Right,  the  Company is
required, pursuant to the terms of a certain contribution agreement, to file the
registration  statement of which this prospectus  forms a part  registering such
shares for resale under the Securities  Act. The Company is bearing all costs of
this  registration.  The Company will not receive any proceeds  from the sale of
the shares offered hereby.

     The following  table sets forth certain  information  regarding the Selling
Shareholders'  ownership of Units and the number of shares of Common Stock which
may be issued  pursuant to the LP Purchase Right which are registered for resale
under the registration  statement of which this prospectus forms a part.  (Other
partners of the Operating  Partnership  may sell the shares of Common Stock they
acquire in exchange for their Units under separate registration statements filed
with the SEC covering such shares.)  Because the Selling  Shareholders  may sell
all, some or none of the shares  registered for resale,  no estimate can be made
concerning  the number of shares of Common  Stock  issued in exchange  for Units
that will be offered  hereby or the  number of shares or Units that the  Selling
Shareholders  will own upon  completion  of the  offering  contemplated  by this
prospectus.

     The Selling Shareholders owned interests in entities, which sold properties
to the  Operating  Partnership.  The Selling  Shareholders  are not  officers or
directors of the Company.


                                                            Number of Shares
                                     Units Owned         Registered for Sale
Name                           Prior to Offering                 In Offering
----                           -----------------                 -----------

Philip Solondz                           102,045                     102,045
Leonard Solondz                              258                         258
Marc Solondz                                 258                         258
Lori Solondz                                 258                         258
Todd Solondz                                 258                         258
Benhall Investments LLC                  203,856                     203,856
                                         -------                     -------
Total                                    306,933                     306,933




                          DESCRIPTION OF CAPITAL STOCK

     The authorized capital stock of Home Properties consists of:

          - 80  million  shares  of common  stock,  $0.01  par  value,  of which
          32,471,502 shares were outstanding on June 30, 2005;

          - 10 million shares of preferred stock, $0.01 par value,

               --  1,666,667  shares  of which  have  been  designated  Series A
               Convertible  Preferred  Stock (the  "Series A preferred  stock"),
               none of which were outstanding as of June 30, 2005,

               --  2,000,000  shares  of which  have  been  designated  Series B
               Convertible  Cumulative  Preferred Stock (the "Series B preferred
               stock"), none of which were outstanding as of June 30, 2005,

               --  600,000  shares  of  which  have  been  designated  Series  C
               Convertible  Cumulative  Preferred Stock (the "Series C preferred
               stock"), none of which were outstanding as of June 30, 2005; and

               --500,000   shares  of  which  have  been  designated   Series  D
               Convertible  Cumulative  Preferred Stock (the "Series D preferred
               stock"),  250,000 of which were  outstanding  as of June 30, 2005
               and none of which are  outstanding as of the date of this filing;
               and

               --300,000   shares  of  which  have  been  designated   Series  E
               Convertible  Cumulative  Preferred Stock (the "Series E preferred
               stock"), none of which were outstanding as of June 30, 2005; and

               --  3,000,000  shares  of which  have  been  designated  Series F
               Cumulative  Redeemable  Preferred Stock (the "Series F  preferred
               stock"), 2,400,000 of which were outstanding as of June 30, 2005.

               - 10 million shares of "excess  stock," $0.01 par value, of which
               no shares were outstanding on June 30, 2005.

For more detail about our Amended and  Restated  Articles of  Incorporation,  as
amended, and the Articles  Supplementary thereto relating to the Preferred Stock
(sometimes  collectively  referred  to as our  "Articles  of  Incorporation"  or
"charter")  and bylaws you should  refer to the charter  and bylaws,  which have
been filed as exhibits to other  reports  incorporated  by  reference  into this
prospectus. In addition, for a discussion of limitations on the ownership of our
capital stock,  you should refer to the section  entitled "Risk Factors" in this
prospectus.



                                  COMMON STOCK

     All of the shares of Common Stock offered by this  prospectus  will be duly
authorized,  fully paid, and nonassessable when issued in exchange for the Units
in the  Operating  Partnership.  Holders  of  the  Common  Stock  will  have  no
conversion,  redemption,  sinking fund or preemptive rights;  however, shares of
Common Stock will automatically convert into shares of Excess Stock as described
below.  Under the Maryland  General  Corporation Law ("MGCL"),  stockholders are
generally  not liable for our debts or  obligations,  and the  holders of shares
will not be liable  for  further  calls or  assessments  by us.  Subject  to the
provisions of our Articles of  Incorporation  regarding  Excess Stock  described
below, all shares of Common Stock have equal dividend, distribution, liquidation
and other rights and will have no preference or exchange rights.

     Subject to the right of holders of Preferred Stock to receive  preferential
distributions,  the  holders of the shares of Common  Stock will be  entitled to
receive distributions in the form of dividends if and when declared by our Board
of Directors out of funds legally available  therefor,  and, upon liquidation of
us, each  outstanding  share of Common Stock will be entitled to participate pro
rata in the assets remaining after payment of, or adequate provision for, all of
our known debts and liabilities,  including debts and liabilities arising out of
its status as general partner of the Operating Partnership,  and any liquidation
preference  of issued and  outstanding  Preferred  Stock.  We intend to continue
paying quarterly distributions.

     The holder of each  outstanding  share of Common  Stock is  entitled to one
vote  on all  matters  presented  to  stockholders  for a vote,  subject  to the
provisions of our Articles of  Incorporation  regarding  Excess Stock  described
below.  As described  below,  our Board of Directors has, and may in the future,
grant  holders of one or more series of  Preferred  Stock the right to vote with
respect  to  certain  matters  when it fixes the  attributes  of such  series of
Preferred Stock.  Pursuant to the MGCL, we cannot  dissolve,  amend our charter,
merge with or into another  entity,  sell all or  substantially  all our assets,
engage in a share exchange or engage in similar  transactions unless such action
is  approved  by  stockholders  holding a  majority  of the  outstanding  shares
entitled to vote on such matter.  In addition,  the Second  Amended and Restated
Partnership Agreement of the Operating Partnership, as amended requires that any
merger  or  sale  of  all  or  substantially  all of  the  assets  of  Operating
Partnership be approved by partners holding a majority of the outstanding Units,
excluding  Operating  Partnership Units held by us or Home Properties Trust. The
Company's  Articles of  Incorporation  provide that its Bylaws may be amended by
its Board of Directors.

     The holder of each  outstanding  share of Common  Stock is  entitled to one
vote in the  election of directors  who serve for terms of one year.  Holders of
the  shares of Common  Stock  will have no right to  cumulative  voting  for the
election of directors. Consequently, at each annual meeting of stockholders, the
holders  of a  majority  of the  shares  entitled  to  vote in the  election  of
directors will be able to elect all of the directors,  subject to certain rights
of the holders of Preferred  Stock,  described  below.  Directors may be removed
only for cause and only with the  affirmative  vote of the holders of a majority
of the shares entitled to vote in the election of directors.

                                 PREFERRED STOCK

     We may issue  shares of Preferred  Stock from time to time,  in one or more
series, as authorized by our Board of Directors. The Board of Directors will fix
the attributes of any Preferred  Stock that it authorizes for issuance.  Because
the Board of Directors has the power to establish the  preferences and rights of
each  series of  Preferred  Stock,  it may afford  the  holders of any series of
Preferred Stock preferences,  powers and rights, voting or otherwise,  senior to
the rights of holders of shares of Common Stock. The issuance of Preferred Stock
could  have the effect of  delaying  or  preventing  a change in control of Home
Properties.

     Upon any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of Home Properties,  then,  before any distribution or payment shall
be made to the holders of any shares of Common  Stock,  any Excess  Stock or any
other class or series of capital stock of Home Properties  ranking junior to any
outstanding  Preferred Stock in the distribution of assets upon any liquidation,
dissolution  or winding  up of Home  Properties,  the  holders of shares of each
series of  Preferred  Stock  shall be  entitled to receive out of assets of Home
Properties  legally  available  for  distribution  to  shareholders  liquidating
distributions  in the amount of the  liquidation  preference per share,  plus an
amount  equal to all  dividends  accrued  and unpaid  thereon  (which  shall not
include  any  accumulation  in respect of unpaid  dividends  for prior  dividend
periods if such shares of  Preferred  Stock do not have  cumulative  dividends).
After payment of the full amount of the liquidating  distributions to which they
are  entitled,  the holders of shares of  Preferred  Stock will have no right or
claim to any of the remaining assets of Home Properties. In the event that, upon
any such  voluntary or involuntary  liquidation,  dissolution or winding up, the
available  assets of Home  Properties are  insufficient to pay the amount of the
liquidating  distributions on all outstanding  shares of Preferred Stock and the
corresponding  amounts  payable  on all  shares  of other  classes  or series of
capital  stock of Home  Properties  ranking  on a parity  with  such  shares  of
Preferred Stock in the  distribution of assets,  then the holders of such shares
of Preferred  Stock and all other such classes or series of capital  stock shall
share  ratably  in any such  distribution  of assets in  proportion  to the full
liquidating   distributions  to  which  they  would  otherwise  be  respectively
entitled.

Series A Convertible Preferred Stock

     In December  1999,  the Class A limited  partnership  interests held by the
State of Michigan  Retirement System were converted to Series A preferred stock.
All of the shares of the Series A preferred  stock have been converted to common
shares,  leaving  no  Series A  preferred  stock  outstanding.  Pursuant  to the
Articles Supplementary to the charter establishing the Series A preferred stock,
the shares of Series A preferred stock were restored to the status of authorized
but unissued shares of preferred stock without designation as to series.

Series B, C and E Convertible Cumulative Preferred Stock

     All of the shares of Series B, Series C and Series E  preferred  stock have
been  converted to common stock  leaving no shares of Series B, C or E preferred
stock  outstanding.  Pursuant  to the  Articles  Supplementary  to  the  charter
establishing  these series of preferred stock, the shares of the preferred stock
so converted  were restored to the status of authorized  but unissued  shares of
preferred stock without designation as to series.

Series D Convertible Cumulative Preferred Stock

     On June 5,  2000,  Home  Properties  issued  250,000 shares of its Series D
preferred  stock.  On May 25, 2005, the holders of the Series D preferred  stock
converted  all 250,000  shares into 833,333  shares of common  stock  leaving no
shares of Series D preferred stock outstanding.

Series F Cumulative Redeemable Preferred Stock

     On March 22, 2002, Home Properties  issued 2,400,000 shares of its Series F
preferred  stock.  The Articles  Supplementary  to the charter  establishing the
Series F  preferred  stock authorize an aggregate  3,000,000  shares of Series F
preferred  stock and set forth the rights,  privileges  and  preferences of that
stock. The Series F  preferred stock is on a parity with the Series D  preferred
stock described above. The Series F preferred stock is entitled to a liquidation
preference  equal to $25 per share plus all accrued and unpaid  dividends to the
date of liquidation.

     Dividends on the Series F  preferred stock accrue  quarterly in arrears and
are equal to 9.00% of the liquidation preference (or $2.25 per share) each year.
The holders of the Series F preferred stock,  together with the holders of other
classes of preferred  stock,  have the right to elect two directors to the Board
of Directors of Home Properties in the event that the preferred dividends are in
arrears for six quarter (whether consecutive or not).

     Pursuant  to certain  covenants,  if we fail to limit our ratio of earnings
before interest,  taxes depreciation and amortization  (EBITDA) to fixed charges
(consisting of total interest expense and dividends on our preferred  stock), to
1.75 to 1.0 the  holders of the Series F  preferred  stock will be  entitled  to
elect two additional directors to our Board of Directors until we again complete
a quarter in compliance with the ratio.

     The  Series F  preferred  stock is  redeemable  at our  option  on or after
March 25, 2007 at $25 per share, plus accrued dividends.  The Series F preferred
stock has no stated  maturity  and will not be  subject to any  sinking  fund or
mandatory redemption.

     The Series F  preferred stock is not convertible  into or exchangeable  for
any of our other  property or  securities,  except  that shares of the  Series F
preferred  stock may be  exchanged  for shares of our  excess  stock in order to
ensure that we maintain qualified as a REIT for federal income tax purposes.

                    RESTRICTIONS ON TRANSFER OWNERSHIP LIMITS

     Our  charter  contains  certain  restrictions  on the  number  of shares of
capital stock that  stockholders  may own. For us to qualify as a REIT under the
Code, no more than 50% in value of its  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 or
during a  proportionate  part of a shorter  taxable year. The capital stock must
also be beneficially  owned by 100 or more persons during at least 335 days of a
taxable year or during a proportionate  part of a shorter taxable year.  Because
we expect to continue to qualify as a REIT, our charter contains restrictions on
the  ownership  and transfer of shares of our capital  stock  intended to ensure
compliance with these requirements.  Subject to certain exceptions  specified in
the charter, no holder may own, or be deemed to own by virtue of the attribution
provisions of the Code, more than 8.0% (the  "Ownership  Limit") of the value of
the issued and outstanding shares of our capital stock.  Certain entities,  such
as qualified  pension plans, are treated as if their beneficial  owners were the
holders  of the  Common  Stock held by such  entities.  Stockholders  ("Existing
Holders")  whose holdings  exceeded the Ownership  Limit  immediately  after our
initial  public  offering of our Common  Stock,  assuming  that all Units of the
Operating  Partnership  are counted as shares of Common Stock,  are permitted to
continue  to hold the  number of shares  they held on such date and may  acquire
additional  shares of capital  stock upon (i) the  exchange of Units for Shares,
(ii) the  exercise  of stock  options  or receipt of grants of shares of capital
stock  pursuant to a stock  benefit  plan,  (iii) the  acquisition  of shares of
capital stock pursuant to a dividend  reinvestment  plan,  (iv) the  transfer of
shares of  capital  stock  from  another  Existing  Holder  or the  estate of an
Existing Holder by devise, gift or otherwise, or (v) the foreclosure on a pledge
of shares of capital stock; provided, no such acquisition may cause any Existing
Holder to own, directly or by attribution, more than 17.5% (the "Existing Holder
Limit") of the  issued and  outstanding  Shares,  subject to certain  additional
restrictions.

     Our Board of Directors  may increase or decrease  the  Ownership  Limit and
Existing  Holder  Limit from time to time,  but may not do so to the extent that
after giving effect to such increase or decrease  (i) five  beneficial owners of
Shares could  beneficially own in the aggregate more than 49.5% of the aggregate
value of our outstanding  capital or (ii) any  beneficial owner of capital stock
would  violate the  Ownership  Limit or Existing  Holder  Limit as a result of a
decrease.  The Board of Directors may waive the Ownership  Limit or the Existing
Holder  Limit  with  respect  to a  holder  if  such  holder  provides  evidence
acceptable  to the Board of  Directors  that such  holder's  ownership  will not
jeopardize  our  status as a REIT.  Waivers  of the  Ownership  Limit  have been
granted to certain  institutional  investors in connection  with the sale of our
Preferred Stock.

     Any transfer of our outstanding  capital stock  ("Outstanding  Stock") that
would  (i) cause any holder,  directly or by  attribution,  to own capital stock
having a value in  excess  of the  Ownership  Limit or  Existing  Holder  Limit,
(ii) result  in shares of capital stock other than Excess  Stock,  if any, to be
owned by fewer than 100 persons,  (iii) result  in our being closely held within
the meaning of section  856(h) of the Code,  or  (iv) otherwise  prevent us from
satisfying any criteria necessary for us to qualify as a REIT, is null and void,
and the purported transferee acquires no rights to such Outstanding Stock.

     Outstanding  Stock owned by or  attributable  to a stockholder or shares of
Outstanding  Stock  purportedly  transferred  to a stockholder  which cause such
stockholder or any other stockholder to own shares of capital stock in excess of
the Ownership  Limit or Existing  Holder Limit will  automatically  convert into
shares of Excess Stock.  Such Excess Stock will be  transferred  by operation of
law to a  separate  trust,  with  Home  Properties  acting as  trustee,  for the
exclusive benefit of the person or persons to whom such Outstanding Stock may be
ultimately  transferred without violating the Ownership Limit or Existing Holder
Limit.  Excess Stock is not treasury  stock,  but rather  constitutes a separate
class of issued and outstanding stock of Home Properties. While the Excess Stock
is held in trust,  it will not be entitled to vote,  will not be considered  for
purposes of any stockholder vote or the  determination of a quorum for such vote
and will not be entitled to participate in dividends or other distributions. Any
record owner or purported  transferee of  Outstanding  Stock which has converted
into Excess Stock (the "Excess  Holder") who receives a dividend or distribution
prior to the discovery by us that such Outstanding Stock has been converted into
Excess Stock must repay such dividend or distribution upon demand.  While Excess
Stock is held in trust, we will have the right to purchase it from the trust for
the lesser of (i) the price paid for the Outstanding  Stock which converted into
Excess Stock by the Excess Holder (or the market value of the Outstanding  Stock
on the date of  conversion  if no  consideration  was given for the  Outstanding
Stock) or (ii) the  market price of shares of capital  stock  equivalent  to the
Outstanding Stock which converted into Excess Stock (as determined in the manner
set forth in the Articles of  Incorporation)  on the date we exercise our option
to purchase.  We must exercise this right within the 90-day period  beginning on
the date on which we  receive  written  notice of the  transfer  or other  event
resulting in the  conversion of  Outstanding  Stock into Excess Stock.  Upon our
liquidation,  distributions will be made with respect to such Excess Stock as if
it consisted of the Outstanding Stock from which it was converted.

     Any Excess  Holder,  with respect to each trust created upon the conversion
of  Outstanding  Stock into Excess  Stock,  may  designate  any  individual as a
beneficiary of such trust;  provided,  such person would be permitted to own the
Outstanding  Stock which converted into the Excess Stock held by the trust under
the Ownership Limit or Existing Holder Limit and the consideration  paid to such
Excess Holder in exchange for designating  such person as the beneficiary is not
in excess of the price  paid for the  Outstanding  Stock  which  converted  into
Excess Stock by the Excess Holder (or the market value of the Outstanding  Stock
on the date of  conversion  if no  consideration  was given for the  Outstanding
Stock).  Our  redemption  right must have  expired or been waived  prior to such
designation.  Immediately upon the designation of a permitted  beneficiary,  the
Excess Stock, if any, will automatically  convert into shares of the Outstanding
Stock from which it was  converted  and we as trustee of the trust will transfer
such shares,  if any, and any proceeds  from  redemption or  liquidation  to the
beneficiary.

     If the  restrictions  on ownership and transfer,  conversion  provisions or
trust arrangements in our Articles of Incorporation are determined to be void or
invalid by virtue of any legal decision,  statute, rule or regulation,  then the
Excess Holder of any Outstanding  Stock that would have converted into shares of
Excess Stock if the conversion  provisions of the Articles of Incorporation were
enforceable  and valid shall be deemed to have acted as an agent on behalf of us
in acquiring such Outstanding Stock and to hold such Outstanding Stock on behalf
of us unless we waive our right to this remedy.

     The  foregoing  ownership and transfer  limitations  may have the effect of
precluding  acquisition of control of Home Properties without the consent of our
Board of Directors.  All certificates  representing shares of capital stock will
bear a legend  referring to the  restrictions  described  above.  The  foregoing
restrictions  on  transferability  and ownership  will not apply if the Board of
Directors  determines,  and the stockholders concur, that it is no longer in our
best  interests  to attempt to qualify,  or to  continue to qualify,  as a REIT.
Approval of the limited partners of the Operating  Partnership to terminate REIT
status is also required.


                                OWNERSHIP REPORTS

     Every owner of more than 5% of our issued and outstanding shares of capital
stock must file a written notice with us containing the information specified in
the  Articles  of  Incorporation  no later  than  January  31 of each  year.  In
addition,  each stockholder shall, upon demand, be required to disclose to us in
writing such  information  as we may request in order to determine the effect of
such  stockholder's  direct,  indirect  and  attributed  ownership  of shares of
capital stock on our status as a REIT or to comply with any  requirements of any
taxing authority or other governmental agency.

         CERTAIN OTHER PROVISIONS OF MARYLAND LAW AND CHARTER DOCUMENTS

     The  following  discussion  summarizes  certain  provisions of MGCL and our
Articles  of  Incorporation  and  Bylaws.  This  summary  does not purport to be
complete  and is subject to and  qualified  in its  entirety by reference to the
Articles of Incorporation  and Bylaws,  copies of which are filed as exhibits to
the  Registration  Statement of which this  prospectus  constitutes a part.  The
Articles of  Incorporation  and Bylaws  limit the  liability  of  directors  and
officers to us and our stockholders to the fullest extent permitted from time to
time by the MGCL and require us to indemnify our directors, officers and certain
other parties to the fullest extent permitted from time to time by the MGCL.

     BUSINESS  COMBINATIONS.  Under the MGCL,  certain  "business  combinations"
(including a merger, consolidation, share exchange or, in certain circumstances,
an asset transfer or issuance or  reclassification of equity securities) between
a Maryland  corporation and any person who beneficially  owns 10% or more of the
voting power of the outstanding  voting stock of the corporation or an affiliate
or associate  of the  corporation  who, at any time within the  two-year  period
immediately prior to the date in question, was the beneficial owner, directly or
indirectly,  of 10% or more of the voting power of the  then-outstanding  voting
stock of the corporation (an "Interested  Stockholder") or an affiliate thereof,
are prohibited for five years after the most recent date on which the Interested
Stockholder  became an Interested  Stockholder.  Thereafter,  in addition to any
other required vote,  any such business  combination  must be recommended by the
board of directors of such  corporation and approved by the affirmative  vote of
at least  (i) 80% of the votes  entitled  to be cast by  holders of  outstanding
shares of voting stock of the  corporation,  voting  together as a single voting
group, and (ii) two-thirds of the votes entitled to be cast by holders of voting
stock  of the  corporation  (other  than  voting  stock  held by the  Interested
Stockholder  who  will,  or whose  affiliate  will,  be a party to the  business
combination  or by an  affiliate or  associate  of the  Interested  Stockholder)
voting together as a single voting group. The extraordinary voting provisions do
not apply if, among other things, the corporation's stockholders receive a price
for their shares determined in accordance with the MGCL and the consideration is
received  in  cash or in the  same  form as  previously  paid by the  Interested
Stockholder for its shares. These provisions of the MGCL do not apply,  however,
to business combinations that are approved or exempted by the board of directors
of the corporation prior to the time that the Interested  Stockholder becomes an
Interested  Stockholder.  Our  Articles  of  Incorporation  contain a  provision
exempting from these provisions of the MGCL any business  combination  involving
the Leenhoutses  (or their  affiliates) or any other person acting in concert or
as a group with any of the foregoing persons.

     CONTROL SHARE  ACQUISITIONS.  The MGCL provides that "control  shares" of a
Maryland  corporation  acquired in a "control share  acquisition" have no voting
rights except to the extent approved by the  affirmative  vote of two- thirds of
the votes  entitled  to be cast on the  matter  other than  "interested  shares"
(shares of stock in respect of which any of the following persons is entitled to
exercise or direct the  exercise  of the voting  power of shares of stock of the
corporation in the election of directors:  an "acquiring  person," an officer of
the  corporation  or an employee  of the  corporation  who is also a  director).
"Control  shares" are shares of stock which,  if aggregated  with all other such
shares of stock  owned by the  acquiring  person,  or in  respect  of which such
person is entitled to exercise or direct the  exercise of voting power of shares
of stock of the  corporation in electing  directors  within one of the following
ranges  of  voting  power:  (i) one-tenth  or  more  but  less  than  one-third,
(ii) one-third or more but less than a majority,  or (iii) a majority of more of
all voting power.  Control shares do not include shares the acquiring  person is
entitled to vote as a result of having previously obtained stockholder approval.
The control  share  acquisition  statute does not apply to shares  acquired in a
merger,  consolidation  or share  exchange if the  corporation is a party to the
transaction, or to acquisitions approved or exempted by the charter or bylaws of
the  corporation.  A person  who has made or  proposes  to make a control  share
acquisition,   under  certain  conditions   (including  an  undertaking  to  pay
expenses),  may  compel  the board of  directors  to call a special  meeting  of
stockholders  to be held within 50 days of demand to consider the voting  rights
of the control shares upon delivery of an acquiring person statement  containing
certain  information  required by the MGCL,  including a representation that the
acquiring  person has the financial  capacity to make the proposed control share
acquisition,  and a written undertaking to pay the corporation's expenses of the
special  meeting  (other  than the  expenses of those  opposing  approval of the
voting rights).  If no request for a meeting is made, the corporation may itself
present  the  question at any  stockholders  meeting.  If voting  rights are not
approved at the meeting or if the acquiring person does not deliver an acquiring
person  statement as required by the MGCL, then,  subject to certain  conditions
and  limitations,  the  corporation  may redeem any or all of the control shares
(except those for which voting rights have  previously  been  approved) for fair
value,  determined  without  regard to the absence of voting  rights for control
shares,  as of  the  date  of  the  last  control  share  acquisition  or,  if a
stockholder  meeting is held, as of the date of the meeting of  stockholders  at
which the voting  rights of such  shares are  considered  and not  approved.  If
voting rights for control shares are approved at a stockholders'  meeting before
the control share  acquisition  and the  acquiring  person  becomes  entitled to
exercise or direct the exercise of a majority or more of all voting  power,  all
other stockholders may exercise rights of objecting  stockholders under Maryland
law to receive the fair value of their shares.  The fair value of the shares for
such  purposes  may not be less than the  highest  price  per share  paid by the
acquiring  person in the control  share  acquisition.  Certain  limitations  and
restrictions  otherwise  applicable  to the exercise of objecting  stockholders'
rights do not apply in the context of a control share acquisition.  The Articles
of  Incorporation   contain  a  provision   exempting  from  the  control  share
acquisition   statute  any  and  all   acquisitions  to  the  extent  that  such
acquisitions  would not violate the  Ownership  Limit or Existing  Owner  Limit.
There can be no assurance  that such provision will not be amended or eliminated
at any point in the future.

                        FEDERAL INCOME TAX CONSIDERATIONS

     The following summary of material federal income tax consequences regarding
Home Properties and the common stock we are registering is based on current law,
is for general  information only and is not tax advice.  The information in this
section is based on the Code as  currently  in effect,  current,  temporary  and
proposed  Treasury  Regulations  promulgated  under  the Code,  the  legislative
history of the Code, current administrative interpretations and practices of the
IRS, including its practices and policies as expressed in private letter rulings
which are not binding on the IRS except with respect to the particular taxpayers
who requested and received such rulings, and court decisions, all as of the date
of this  prospectus.  There is no assurance  that future  legislation,  Treasury
Regulations,  administrative  interpretations  and practices or court  decisions
will not  adversely  affect  existing  interpretations.  Any change  could apply
retroactively to transactions preceding the date of the change.

     We have not requested, and do not plan to request, any rulings from the IRS
concerning  our tax treatment  and the  statements  in this  prospectus  are not
binding on the IRS or a court.  Thus,  we can  provide no  assurance  that these
statements  will  not be  challenged  by the  IRS or  sustained  by a  court  if
challenged  by the IRS.  The tax  treatment to holders of common stock will vary
depending  on a  holder's  particular  situation  and this  discussion  does not
purport to deal with all aspects of taxation that may be relevant to a holder of
common stock in light of his or her personal  investments or tax  circumstances,
or to  stockholders  subject to special  treatment  under the federal income tax
laws except to the extent  discussed under the headings  "Taxation of Tax-Exempt
Stockholders" and "Taxation of Non-U.S.  Stockholders."  Stockholders subject to
special treatment include,  without limitation,  insurance companies,  financial
institutions or broker-dealers,  tax-exempt organizations,  stockholders holding
securities as part of a conversion  transaction or hedge or hedging  transaction
or as a position  in a  straddle  for tax  purposes,  foreign  corporations  and
persons who are not citizens or residents of the United States.

     In addition, the summary below does not consider the effect of any foreign,
state,  local or other tax laws that may be  applicable to holders of the common
stock. If we meet the detailed  requirements in the Code for  qualification as a
REIT,  which are  summarized  below,  we will be treated  as a REIT for  federal
income tax purposes.  In this case, we generally  will not be subject to federal
corporate  income taxes on our net income that is currently  distributed  to our
stockholders. This treatment substantially eliminates the "double taxation" that
generally  results from investments in a corporation.  Double taxation refers to
the  imposition of corporate  level tax on income  earned by a  corporation  and
taxation  at the  shareholder  level on  funds  distributed  to a  corporation's
shareholders.  If we fail to qualify as a REIT in any taxable year, we would not
be allowed a deduction  for  dividends  paid to our  stockholders  in  computing
taxable income and would be subject to federal  income tax at regular  corporate
rates. Unless entitled to relief under specific statutory  provisions,  we would
be  ineligible  to be taxed as a REIT for the four  succeeding  tax years.  As a
result,  the funds  available  for  distribution  to our  stockholders  would be
reduced.  Each  prospective  purchaser should consult his or her own tax advisor
regarding the specific tax  consequences of the purchase,  ownership and sale of
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 HOME PROPERTIES

     GENERAL. We elected to be taxed as a REIT under Sections 856 through 860 of
the Code,  commencing with our taxable year ended December 31,  1994. We believe
we have  been  organized  and have  operated  in a manner  which  qualifies  for
taxation  as a REIT  under  the Code  commencing  with our  taxable  year  ended
December 31, 1994. We intend to continue to operate in this manner. However, our
qualification  and taxation as a REIT depends upon our ability to meet,  through
actual annual operating results, asset diversification,  distribution levels and
diversity of stock ownership,  the various qualification tests imposed under the
Code. Accordingly,  there is no assurance that we have operated or will continue
to operate in a manner so as to qualify or remain qualified as a REIT.  Further,
legislative,   administrative   or   judicial   action   may   change,   perhaps
retroactively,   the  anticipated   income  tax  treatment   described  in  this
prospectus. See "Failure to Qualify."

     This  discussion  is  not  intended  to be a  substitute  for  careful  tax
planning.  We urge each prospective  investor to consult with his or her own tax
advisor  regarding  the specific tax  consequences  applicable to him or her, in
light  of  his or  her  particular  circumstances,  relating  to  the  purchase,
ownership and  disposition of our common shares,  including the federal,  state,
local, foreign and other tax consequences of such purchase,  ownership, sale and
disposition.

     In the opinion of Nixon  Peabody  LLP,  Home  Properties  was  organized in
conformity with the requirements for  qualification as a REIT, and its method of
operation has enabled it to meet the requirements for qualification and taxation
as a REIT under the Code.  This opinion is based on certain  assumptions  and is
conditioned upon certain  representations  made by Home Properties as to certain
factual matters relating to Home Properties' organization,  manner of operation,
income and assets.  Nixon Peabody LLP is not aware of any facts or circumstances
that  are  inconsistent  with  these  assumptions  and   representations.   Home
Properties'  qualification  and  taxation  as  a  REIT  will  depend  upon  Home
Properties'  satisfaction  of the  requirements  necessary to be classified as a
REIT,  discussed below, on a continuing basis. Nixon Peabody LLP will not review
compliance with these tests on a continuing basis.  Therefore,  no assurance can
be given that Home Properties will satisfy such tests on a continuing basis.

     The sections of the Code that relate to the  qualification and operation as
a REIT are highly  technical and complex.  The following sets forth the material
aspects of the sections of the Code that govern the federal income tax treatment
of a REIT and its stockholders. This summary is qualified in its entirety by the
applicable Code provisions, relevant rules and regulations promulgated under the
Code, and  administrative  and judicial  interpretations  of the Code, and these
rules and these regulations.

     If we qualify for taxation as a REIT,  we generally  will not be subject to
federal  corporate income taxes on our net income that is currently  distributed
to  our  stockholders.  This  treatment  substantially  eliminates  the  "double
taxation" that generally results from investment in a corporation. However, Home
Properties will be subject to federal income tax as follows:

     First,  we will be taxed at regular  corporate  rates on any  undistributed
REIT  taxable  income,  including  undistributed  net capital  gains;  provided,
however,  that properly designated  undistributed capital gains will effectively
avoid taxation at the  stockholder  level. A REIT's "REIT taxable income" is the
otherwise taxable income of the REIT subject to certain adjustments, including a
deduction for dividends paid.

     Second, we may be subject to the "alternative  minimum tax" on our items of
tax preference under some circumstances.

     Third,  if we have  (a) net  income from the sale or other  disposition  of
"foreclosure  property"  which is held  primarily  for sale to  customers in the
ordinary course of business or (b) other  nonqualifying  income from foreclosure
property,  we will  be  subject  to tax at the  highest  corporate  rate on this
income.  Foreclosure  property  is defined  generally  as  property  we acquired
through  foreclosure  or after a default on a loan  secured by the property or a
lease of the property.

     Fourth,  we will be subject to a 100% tax on any net income from prohibited
transactions.   Prohibited   transactions   generally  include  sales  or  other
dispositions  of property  held  primarily for sale to customers in the ordinary
course of business, other than the sale or disposition of foreclosure property.

     Fifth, we will be subject to a 100% tax on an amount equal to (a) the gross
income attributable to the greater of the amount by which we fail the 75% or 95%
test multiplied by (b) a fraction intended to reflect our  profitability,  if we
fail to satisfy the 75% gross  income test or the 95% gross income test but have
maintained our qualification as a REIT because we satisfied other  requirements.
The gross income tests are discussed below.

     Sixth, we would be subject to a 4% excise tax on the excess of the required
distribution  over the amounts  actually  distributed  if we fail to  distribute
during each calendar  year at least the sum of: 85% of our REIT ordinary  income
for the year,  95% of our REIT  capital  gain net income  for the year,  and any
undistributed taxable income from prior periods.

     Seventh,  if we acquire any asset from a corporation which is or has been a
C corporation  in a transaction  in which the basis of the acquired asset in our
hands is determined by reference to the basis of the asset in the hands of the C
corporation,  and we subsequently recognize gain on the disposition of the asset
during the ten-year period beginning on the date on which we acquired the asset,
then we will be subject to tax at the highest regular corporate tax rate on this
gain to the extent of the "built-in-gain" of the asset. The built-in- gain of an
asset  equals the excess of (a) the  fair market value of the asset over (b) our
adjusted  basis in the asset,  determined  as of the date we acquired  the asset
from the C corporation.  A C corporation  is generally a corporation  subject to
full corporate-level tax.

     Eighth,  we will be  subject  to a 100%  tax on  amounts  received  through
arrangements between Home Properties,  its tenants and a taxable REIT subsidiary
that are not arm's length.

     REQUIREMENTS  FOR  QUALIFICATION  AS A REIT.  The Code  defines a REIT as a
corporation, trust or association that:

          1.   is managed by one or more trustees or directors;

          2.   uses transferable shares or transferable certificates to evidence
               beneficial ownership;

          3.   would be taxable as a domestic corporation,  but for Sections 856
               through 860 of the Code;

          4.   is not a financial  institution  referred to in Section 582(c) of
               the Code or an  insurance  company to which  subchapter  L of the
               Code applies;

          5.   is beneficially owned by 100 or more persons;

          6.   during  the last half of each  taxable  year not more than 50% in
               value  of  its   outstanding   stock  is   owned,   actually   or
               constructively,  by five or fewer individuals,  as defined in the
               Code to include the  entities set forth in  Section 542(a)(2)  of
               the Code; and

          7.   meets other tests,  described below,  regarding the nature of its
               income and assets and the amount of its distributions.

     The Code provides that conditions (1) to (4), inclusive, must be met during
the entire  taxable year and that  condition (5) 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  (5) and (6) do not apply
until after the first  taxable year for which an election  made to be taxed as a
REIT.  For purposes of condition  (6),  pension funds and some other  tax-exempt
entities are treated as individuals,  subject to a  "look-through"  exception in
the case of pension funds.  We have satisfied  condition (5) and believe that we
have  issued  sufficient  shares to satisfy  condition  (6).  In  addition,  our
articles of  incorporation  provides for  restrictions  regarding  ownership and
transfer of shares.  These  restrictions are intended to assist us in continuing
to satisfy  the share  ownership  requirements  described  in (5) and (6) above.
These  ownership and transfer  restrictions  are  described in the  accompanying
prospectus  in   "Description  of  Capital   Stock-Restrictions   on  Transfer."
Primarily,  though not  exclusively,  as a result of fluctuations in value among
the different  classes of our stock,  these  restrictions may not ensure that we
will,  in all  cases,  be able  to  satisfy  the  share  ownership  requirements
described in  conditions  (5) and (6) above.  If we fail to satisfy  these share
ownership  requirements,  our status as a REIT will  terminate.  However,  if we
comply with the rules contained in applicable Treasury  Regulations that require
us to ascertain the actual  ownership of our shares and we do not know, or would
not have known through the exercise of reasonable  diligence,  that we failed to
meet the  requirement  described in condition  (6) above,  we will be treated as
having met this requirement. See "Failure to Qualify."

     In  addition,  a  corporation  may not  elect to become a REIT  unless  its
taxable year is the calendar  year. We have and will continue to have a calendar
taxable year.

     TAXABLE REIT SUBSIDIARIES.  A taxable REIT subsidiary of Home Properties is
a corporation other than a REIT in which Home Properties  directly or indirectly
holds  stock  and that has made a joint  election  with  Home  Properties  to be
treated as a taxable REIT  subsidiary.  A taxable REIT  subsidiary also includes
any  corporation  other  than a REIT  with  respect  to  which  a  taxable  REIT
subsidiary of Home Properties  owns  securities  possessing more than 35% of the
total voting power or value of the outstanding  securities of such  corporation.
However,  a taxable REIT  subsidiary  does not include  certain  health care and
lodging  facilities.  A taxable REIT  subsidiary  is subject to regular  federal
income tax,  and state and local income tax where  applicable,  as a regular "C"
corporation.  In addition,  a taxable REIT  subsidiary of Home Properties may be
limited  in its  ability  to  deduct  interest  paid  to Home  Properties.  Home
Properties  jointly made the election with the following entities for them to be
treated as taxable REIT  subsidiaries  of Home Properties  effective  January 1,
2001: Home Properties  Resident Services,  Inc. and Home Properties  Management,
Inc.

     QUALIFIED REIT SUBSIDIARIES.  If a REIT owns a corporate subsidiary that is
a "qualified REIT subsidiary," the separate existence of that subsidiary will be
disregarded  for  federal  income tax  purposes.  Generally,  a  qualified  REIT
subsidiary is a corporation,  other than a taxable REIT  subsidiary,  all of the
capital stock of which is owned by the REIT. All assets,  liabilities  and items
of income, deduction and credit of the qualified REIT subsidiary will be treated
as assets,  liabilities  and items of income,  deduction  and credit of the REIT
itself.  A qualified REIT  subsidiary of Home  Properties will not be subject to
federal corporate income taxation, although it may be subject to state and local
taxation in some states.

     OWNERSHIP  OF A  PARTNERSHIP  INTEREST.  In the  case of a REIT  which is a
partner in a partnership,  IRS regulations  provide that the REIT will be deemed
to own its proportionate share of the assets of the partnership. Also, a partner
in a partnership  will be deemed to be entitled to the income of the partnership
attributable to its  proportionate  share. The character of the assets and gross
income  of the  partnership  retains  the same  character  in the  hands of Home
Properties  for purposes of Section 856  of the Code,  including  satisfying the
gross income tests and the asset tests.  Thus,  our  proportionate  share of the
assets, liabilities and items of income of the Operating Partnership,  including
the Operating  Partnership's share of these items for any partnership or limited
liability  company,  are treated as our assets,  liabilities and items of income
for purposes of applying the requirements described in this prospectus.

     We have  included  a summary  of the rules  governing  the  Federal  income
taxation  of  partnerships  and  their  partners  below in "Tax  Aspects  of the
Operating Partnership".  We have direct control of the Operating Partnership and
will continue to operate it consistent with the requirements  for  qualification
as a REIT.

     INCOME  TESTS.  We must satisfy two gross income  requirements  annually to
maintain our  qualification as a REIT.  First,  each taxable year we must derive
directly  or  indirectly  at least  75% of our  gross  income  from  investments
relating to real property or mortgages on real property,  including  "rents from
real  property" and, in specific  circumstances,  interest,  or from  particular
types of temporary  investments.  Gross income from  prohibited  transactions is
excluded  for purposes of  determining  if we satisfy  this test.  Second,  each
taxable  year we must  derive at least 95% of our gross  income  from these real
property investments,  dividends, interest and gain from the sale or disposition
of stock or securities,  or from any combination of the foregoing.  Gross income
from  prohibited  transactions  is excluded  for purposes of  determining  if we
satisfy this test.

     The term  "interest"  generally  does not  include  any amount  received or
accrued,  directly or indirectly,  if the determination of the amount depends in
whole or in part on the  income or  profits of any  person.  However,  an amount
received  or accrued  generally  will not be excluded  from the term  "interest"
solely by reason of being based on a fixed percentage or percentages of receipts
or sales.  Rents we  receive  will  qualify  as "rents  from real  property"  in
satisfying  the gross income  requirements  for a REIT  described  above only if
several conditions are met.

     First,  the  amount  of rent  must  not be based in whole or in part on the
income or  profits  of any  person.  However,  an  amount  received  or  accrued
generally will not be excluded from the term "rents from real  property"  solely
by reason of being based on a fixed  percentage  or  percentages  of receipts or
sales.

     Second, the Code provides that rents received from a "related party tenant"
will not qualify as "rents from real  property" in  satisfying  the gross income
tests.  A  related  party  tenant  is a  tenant  of Home  Properties  that  Home
Properties,  or one or more actual or constructive owners of 10% or more of Home
Properties,  actually or constructively own in the aggregate 10% or more of such
tenant.  For taxable years after December 31, 2000, Home Properties will be able
to lease its properties to a taxable REIT subsidiary and the rents received from
that subsidiary  will not be disqualified  from being "rents from real property"
by reason of Home  Properties'  ownership  interest in the subsidiary so long as
the  property  is  operated  on  behalf of the  taxable  REIT  subsidiary  by an
"eligible independent contractor."

     Third, if rent attributable to personal property, leased in connection with
a lease of real  property,  is greater than 15% of the total rent received under
the lease,  then the portion of rent  attributable to personal property will not
qualify as "rents from real property."

     Finally,  for rents received to qualify as "rents from real property," Home
Properties  is  allowed  only to  provide  services  that are both  "usually  or
customarily  rendered" in  connection  with the rental of real  property and not
otherwise  considered "rendered to the occupant." Income received from any other
services will be treated as  "impermissible  tenant  service  income" unless the
services are provided through an independent  contractor that bears the expenses
of providing  the services and from whom Home  Properties  derives no revenue or
through a taxable REIT subsidiary,  subject to specified limitations. The amount
of impermissible tenant service income is deemed to be the greater of the amount
actually  received  by the  REIT  or 150% of  Home  Properties'  direct  cost of
providing the service. If the impermissible  tenant service income exceeds 1% of
Home  Properties'  total  income from  income  from a property,  then all of the
income from that property will fail to qualify as rents from real  property.  If
the total amount of impermissible tenant service income from a property does not
exceed 1% of Home Properties'  total income from that property,  the income will
not cause the rent paid by tenants of that  property to fail to qualify as rents
from real property,  but the impermissible tenant service income itself will not
qualify as rents from real property.

     It is expected that Home Properties' real estate  investments will continue
to give rise to income that will  enable it to satisfy  all of the income  tests
described above.  Substantially  all of Home Properties'  income will be derived
from its interest in the Operating  Partnership,  which will, for the most part,
qualify as "rents from real  property" for purposes of the 75% and the 95% gross
income tests. We generally do not and do not intend to:

     -  charge  rent for any  property  that is based in whole or in part on the
     income or  profits  of any  person,  except  by reason of being  based on a
     percentage of receipts or sales, as described above;

     - rent any  property  to a related  party  tenant  (except  for leases to a
     taxable REIT subsidiary);

     - derive  rental  income  attributable  to  personal  property,  other than
     personal property leased in connection with the lease of real property, the
     amount  of which is less  than 15% of the  total  rent  received  under the
     lease; or

     - perform  services  (other than  services  that are "usual or  customary")
     considered  to be rendered  to the  occupant  of the  property,  other than
     through an independent contractor from whom we derive no revenue or through
     a taxable REIT subsidiary.

Notwithstanding  the  foregoing,  we may have taken and may continue to take the
actions  set forth  above to the extent  these  actions  will not,  based on the
advice of our tax counsel, jeopardize our status as a REIT.

     Home  Properties  may receive  certain  types of income with respect to the
properties  it owns that will not qualify for the 75% or 95% gross  income test.
In  addition,   dividends  on  Home  Properties'  stock  in  any  non-controlled
subsidiaries or taxable REIT  subsidiaries  will not qualify under the 75% gross
income test. Home Properties  believes,  however,  that the aggregate  amount of
such fees and other  non-qualifying  income in any  taxable  year will not cause
Home Properties to exceed the limits on non-qualifying  income under the 75% and
95% income tests.

     If we fail to satisfy one or both of the 75% or 95% gross  income tests for
any taxable year, we may  nevertheless  qualify as a REIT for the year if we are
entitled to relief under  specific  provisions  of the Code.  Generally,  we may
avail ourselves of the relief provisions if:

     - our failure to meet these tests was due to  reasonable  cause and not due
     to willful neglect;

     - we attach a schedule of the  sources of our income to our federal  income
     tax return; and

     - any  incorrect  information  on the  schedule  was not due to fraud  with
     intent to evade tax.

It is not possible,  however,  to state whether in all circumstances we would be
entitled to the benefit of these relief provisions.  For example,  if we fail to
satisfy  the  gross  income  tests   because   non-qualifying   income  that  we
intentionally  incur exceeds the limits on non-qualifying  income, the IRS could
conclude that our failure to satisfy the tests was not due to reasonable cause.

     If  these  relief   provisions  do  not  apply  to  a  particular   set  of
circumstances, we will not qualify as a REIT. As discussed above in "Taxation of
Home Properties  -General," even if these relief provisions apply, and we retain
our  status as a REIT,  a tax would be  imposed  with  respect to our excess net
income.  We may not always be able to maintain  compliance with the gross income
tests for REIT qualification despite our periodic monitoring of our income.

     PROHIBITED  TRANSACTION  INCOME. Any gain realized by us on the sale of any
property  held as  inventory  or  other  property  held  primarily  for  sale to
customers in the ordinary  course of business,  including  our share of any such
gain  realized by the  Operating  Partnership,  will be treated as income from a
prohibited  transaction  that is subject to a 100% penalty tax. This  prohibited
transaction  income may also adversely  effect our ability to satisfy the income
tests for  qualification as a REIT. Under existing law, whether property is held
as  inventory or  primarily  for sale to  customers in the ordinary  course of a
trade or  business  is a  question  of fact  that  depends  on all the facts and
circumstances surrounding the particular transaction.

     The Operating  Partnership  intends to hold the  properties  for investment
with a view to long- term appreciation,  to engage in the business of acquiring,
developing, owning, and operating its properties and to make occasional sales of
the properties as are  consistent  with the Operating  Partnership's  investment
objectives.  However,  the IRS may  contend  that one or more of these  sales is
subject to the 100% penalty tax.

     ASSET TESTS. At the close of each quarter of our taxable year, we also must
satisfy six tests relating to the nature and diversification of our assets.

     First, at least 75% of the value of our total assets must be represented by
real estate assets, cash, cash items and government securities. Home Properties'
real estate assets  include,  for purposes of this test, its allocable  share of
real estate assets held by the partnerships in which it owns an interest and the
non-corporate  subsidiaries  of  those  partnerships,  as well as  stock or debt
instruments held for one year or less that are purchased with the proceeds of an
offering of shares or long-term (at least five years) debt of Home Properties.

     Second,  not more  than  25% of our  total  assets  may be  represented  by
securities, other than those securities includable in the 75% asset test.

     Third,  except for investments in REITs,  qualified REIT  subsidiaries  and
taxable REIT  subsidiaries,  the value of any one issuer's  securities  owned by
Home Properties may not exceed 5% of the value of Home Properties' total assets.

     Fourth,  except for investments in REITs,  qualified REIT  subsidiaries and
taxable REIT subsidiaries,  Home Properties may not own more than 10% of any one
issuer's outstanding voting securities.

     Fifth,  except for investments in REITs,  qualified REIT  subsidiaries  and
taxable  REIT  subsidiaries,  Home  Properties  may not own more than 10% of the
total value of the outstanding securities of any one issuer.

     Sixth, not more than 20% of the value of Home Properties'  total assets may
be represented by the securities of one or more taxable REIT subsidiaries.

     As previously discussed, Home Properties is deemed to own its proportionate
share of the  assets  of a  partnership  in which  it is a  partner  so that the
partnership interest, itself, is not a security for purposes of this asset test.
After initially meeting the asset tests at the close of any quarter, we will not
lose our 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 we fail to satisfy
the asset  tests  because we acquire  additional  securities  of the  Management
Companies or other  securities or other property during a quarter,  including an
increase in our interests in the Operating Partnership, we can cure this failure
by disposing of sufficient  non-qualifying assets within 30 days after the close
of that  quarter.  We have  maintained  and will  continue to maintain  adequate
records of the value of our assets to ensure compliance with the asset tests and
to take such other actions  within the 30 days after the close of any quarter as
may be required to cure any noncompliance. If we fail to cure noncompliance with
the asset tests within this time period, we would cease to qualify as a REIT.

     ANNUAL DISTRIBUTION REQUIREMENTS.  To maintain our qualification as a REIT,
we are required to distribute dividends,  other than capital gain dividends,  to
our stockholders in an amount at least equal to:

     - the sum of:

          - 90% of our "REIT taxable  income,"  computed  without  regard to the
          dividends paid deduction and our net capital gain, and

          - 90% of the after tax net income, if any, from foreclosure property;

     - minus:

          - the excess of the sum of particular  items of noncash income over 5%
          of "REIT taxable income" as described above.

These distributions must be paid in the taxable year to which they relate, or in
the  following  taxable year if they are declared  before we timely file our tax
return for such year and if paid on or before the first regular dividend payment
after such  declaration.  These  distributions  are taxable to holders of common
stock and  convertible  preferred  stock,  other than  tax-exempt  entities,  as
discussed  below,  in the  year in  which  paid.  This is so even  though  these
distributions  relate to the prior  year for  purposes  of our 90%  distribution
requirement.  The  amount  distributed  must not be  preferential  (e.g.,  every
shareholder  of the  class  of stock to  which a  distribution  is made  must be
treated the same as every other shareholder of that class, and no class of stock
may be  treated  otherwise  than in  accordance  with its  dividend  rights as a
class).

     To the extent  that we do not  distribute  all of our net  capital  gain or
distribute at least 90%, but less than 100%,  of our "REIT  taxable  income," as
adjusted, we will be subject to tax thereon at regular ordinary and capital gain
corporate  tax  rates.  We have  made and  intend to make  timely  distributions
sufficient to satisfy these annual distribution requirements. We expect that our
REIT  taxable  income  will be less than our cash flow due to the  allowance  of
depreciation  and other  non-cash  charges in  computing  REIT  taxable  income.
Accordingly, we anticipate that we will generally have sufficient cash or liquid
assets to enable us to satisfy the distribution requirements described above. In
this regard, the Partnership Agreement of the Operating  Partnership  authorizes
Home Properties,  as general partner,  to take such steps as may be necessary to
cause  the  Operating  Partnership  to  distribute  to its  partners  an  amount
sufficient to permit Home  Properties to meet these  distribution  requirements.
However,  from time to time,  we may not have  sufficient  cash or other  liquid
assets to meet these distribution requirements due to timing differences between
the actual receipt of income and actual payment of deductible expenses,  and the
inclusion of income and deduction of expenses in arriving at our taxable income.
If  these  timing   differences   occur,  in  order  to  meet  the  distribution
requirements,  we may need to arrange for  short-term,  or  possibly  long-term,
borrowings  or need to pay  dividends  in the form of taxable  stock  dividends.
Under specific circumstances identified in the Code, we may be able to rectify a
failure to meet the  distribution  requirement for a year by paying  "deficiency
dividends"  to  stockholders  in a later  year,  which  may be  included  in our
deduction for dividends paid for the earlier year. Thus, we may be able to avoid
being taxed on amounts distributed as deficiency dividends.  However, we will be
required  to pay  interest  based  upon the  amount of any  deduction  taken for
deficiency dividends.

     Furthermore,  we would be  subject  to a 4% excise tax on the excess of the
required distribution over the amounts actually distributed if we should fail to
distribute  during each  calendar  year,  or in the case of  distributions  with
declaration  and record  dates  falling in the last three months of the calendar
year, by the end of January  immediately  following  such year, at least the sum
of:

          - 85% of our REIT ordinary income for such year,

          - 95% of our REIT capital gain income for the year,

          - and any undistributed taxable income from prior periods.

Any REIT taxable income and net capital gain on which this excise tax is imposed
for any year is treated as an amount  distributed  during that year for purposes
of calculating such tax.

                               FAILURE TO QUALIFY

     If we fail to qualify for taxation as a REIT in any taxable  year,  and the
relief  provisions  do not  apply,  we will be  subject  to tax,  including  any
applicable  alternative  minimum tax, on our taxable income at regular corporate
rates.  Distributions  to  stockholders  in any year in which we fail to qualify
will not be  deductible  by us and we will not be  required  to  distribute  any
amounts to our stockholders. As a result, our failure to qualify as a REIT would
reduce the cash available for distribution by us to our stockholders.

     In  addition,  if we  fail  to  qualify  as a REIT,  all  distributions  to
stockholders will be taxable as ordinary income to the extent of our current and
accumulated earnings and profits,  and subject to limitations  identified in the
Code,  corporate  distributees  may  be  eligible  for  the  dividends  received
deduction.  Unless entitled to relief under specific  statutory  provisions,  we
will also be ineligible  to be taxed as a REIT for the four tax years  following
the year during  which we lost our  qualification.  It is not  possible to state
whether in all circumstances we would be entitled to this statutory relief.

                      TAXATION OF TAXABLE U.S. STOCKHOLDERS

     As used  below,  the term  "U.S.  stockholder"  means a holder of shares of
common stock who, for United States federal income tax purposes: is a citizen or
resident of the United States;  is a corporation,  partnership,  or other entity
created or organized  in or under the laws of the United  States or of any state
thereof or in the District of Columbia,  unless,  in the case of a  partnership,
Treasury  Regulations  provide  otherwise;  is an estate  the income of which is
subject to United States federal income taxation regardless of its source; or is
a trust whose  administration is subject to the primary  supervision of a United
States  court and  which  has one or more  United  States  persons  who have the
authority to control all substantial decisions of the trust. Notwithstanding the
preceding sentence, to the extent provided in Treasury Regulations,  some trusts
in existence on August 20, 1996,  and treated as United States  persons prior to
this date that elect to continue  to be treated as United  States  persons,  are
also considered U.S. stockholders.

     DISTRIBUTIONS GENERALLY. As long as we qualify as a REIT, distributions out
of our current or  accumulated  earnings  and  profits,  other than capital gain
dividends discussed below, will constitute dividends taxable to our taxable U.S.
stockholders as ordinary income.  These  distributions  will not be eligible for
the  dividends-received  deduction  in the  case of U.S.  stockholders  that are
corporations. To the extent that we make distributions,  other than capital gain
dividends discussed below, in excess of our current and accumulated earnings and
profits,  these  distributions  will be treated  first as a  tax-free  return of
capital to each U.S. stockholder.  This treatment will reduce the adjusted basis
which each U.S.  stockholder  has in his shares of stock for tax purposes by the
amount of the distribution.  This reduction will not, however, reduce a holder's
adjusted  basis  below  zero.  Distributions  in excess of a U.S.  stockholder's
adjusted basis in his shares will be taxable as capital gain,  provided that the
shares have been held as a capital asset. In addition,  these distributions will
be taxable as long-term  capital gain if the shares have been held for more than
one year.

     Dividends that we declare in October, November, or December of any year and
that are payable to a stockholder  of record on a specified date in any of these
months  shall be treated as both paid by us and received by the  stockholder  on
December 31  of that year,  provided we actually  pay the  dividend on or before
January 31 of the following calendar year. Stockholders may not include in their
own income tax returns any of our net operating losses or capital losses.

     CAPITAL GAIN  DISTRIBUTIONS.  Distributions  that we properly  designate as
capital gain dividends  will be taxable to U.S.  stockholders  as gains,  to the
extent that they do not exceed our actual net capital gain for the taxable year,
from the sale or  disposition  of a capital  asset.  Capital gain  dividends are
taxed to U.S.  stockholders as gain from the sale or exchange of a capital asset
held for more than one year. This tax treatment applies regardless of the period
the stockholder  has held its shares.  If we designate any portion of a dividend
as a capital gain dividend, a U.S. stockholder will receive an IRS Form 1099-DIV
indicating  the amount that will be taxable to the  stockholder as capital gain.
U.S. stockholders that are corporations may, however, be required to treat up to
20% of some capital gain dividends as ordinary income.

     PASSIVE ACTIVITY LOSSES AND INVESTMENT INTEREST LIMITATIONS.  Distributions
we make and gain arising from the sale or exchange by a U.S.  stockholder of our
shares  will not be  treated  as  passive  activity  income.  As a result,  U.S.
stockholders  generally will not be able to apply any "passive  losses"  against
this income or gain. Distributions we make, to the extent they do not constitute
a return of capital, generally will be treated as investment income for purposes
of computing the  investment  income  limitation.  Gain arising from the sale or
other  disposition  of our shares,  however,  will not be treated as  investment
income under some circumstances.

     RETENTION OF NET LONG-TERM  CAPITAL GAINS.  We may elect to retain,  rather
than distribute as a capital gain dividend,  our net long-term capital gains. If
we make this  election,  we would pay tax on our retained net long-term  capital
gains. In addition,  to the extent we designate,  a U.S.  stockholder  generally
would:  include its proportionate  share of our undistributed  long-term capital
gains in computing  its  long-term  capital  gains in its return for its taxable
year in which the last day of our taxable year falls subject to  limitations  as
to the amount that is  includable;  be deemed to have paid the capital gains tax
imposed  on us on the  designated  amounts  included  in the U.S.  stockholder's
long-term capital gains; receive a credit or refund for the amount of tax deemed
paid by it;  increase the adjusted  basis of its common stock by the  difference
between the amount of  includable  gains and the tax deemed to have been paid by
it; and in the case of a U.S.  stockholder that is a corporation,  appropriately
adjust its  earnings and profits for the retained  capital  gains in  accordance
with Treasury Regulations to be prescribed by the IRS.


                          DISPOSITIONS OF COMMON STOCK

     Generally,  gain or loss realized by a shareholder  upon the sale of common
shares (including  redemptions of common shares which are treated as sales) will
be  reportable  as  capital  gain or loss.  Such gain or loss will be treated as
long-term  capital  gain or loss if the  shares  have been held for more than 12
months and as  short-term  capital gain or loss if the shares have been held for
12 months or less. If a shareholder  receives a long-term  capital gain dividend
and has held the shares for six months or less, any loss incurred on the sale or
exchange of the shares is treated as a long-term  capital  loss to the extent of
the corresponding long-term capital gain dividend received.

                               BACKUP WITHHOLDING

     We report to our U.S. stockholders and the IRS the amount of dividends paid
during each calendar year, and the amount of any tax withheld.  Under the backup
withholding  rules,  a stockholder  may be subject to backup  withholding at the
rate of 28% with respect to dividends paid unless the holder is a corporation or
comes within other exempt categories and, when required, demonstrates this fact,
or  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 U.S.  stockholder that does not
provide us with his 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,  we may
be  required  to  withhold  a  portion  of  capital  gain  distributions  to any
stockholders  who fail to certify  their  non-foreign  status.  See "Taxation of
Non-U.S. Stockholders."

                       TAXATION OF TAX-EXEMPT STOCKHOLDERS

     The IRS has ruled that amounts distributed as dividends by a qualified REIT
do  not  constitute  unrelated  business  taxable  income  when  received  by  a
tax-exempt entity. Based on that ruling, provided that a tax-exempt shareholder,
except tax-exempt shareholders described below, has not held its shares as "debt
financed  property"  within  the  meaning  of the  Code and the  shares  are not
otherwise  used in a trade  or  business,  dividend  income  from us will not be
unrelated business taxable income to a tax-exempt shareholder. Similarly, income
from the sale of shares will not constitute  unrelated  business  taxable income
unless a tax-exempt  shareholder has held its shares as "debt financed property"
within the meaning of the Code or has used the shares in its trade or business.

     For  tax-exempt  shareholders  which are social clubs,  voluntary  employee
benefit  associations,  supplemental  unemployment benefit trusts, and qualified
group legal services  plans exempt from federal  income  taxation under the Code
Section 501(c)(7),  (c)(9),  (c)(17) and (c)(20),  respectively,  income from an
investment  in our shares will  constitute  unrelated  business  taxable  income
unless the  organization  is able to properly deduct amounts set aside or placed
in reserve for  certain  purposes  so as to offset the income  generated  by its
investment in our shares.  These prospective  investors should consult their own
tax advisors concerning these "set aside" and reserve requirements.

     Notwithstanding the above,  however, the Omnibus Budget  Reconciliation Act
of 1993 provides that,  effective for taxable years beginning in 1994, a portion
of the  dividends  paid by a "pension  held REIT" shall be treated as  unrelated
business taxable income as to any trust which: is described in Section 401(a) of
the Code; is tax-exempt  under  Section 501(a)  of the Code; and holds more than
10%, by value,  of the  interests in a REIT.  Tax-exempt  pension funds that are
described  in  Section 401(a)  of the Code are  referred to below as  "qualified
trusts." A REIT is a "pension  held REIT" if: it would not have  qualified  as a
REIT but for the fact that  Section 856(h)(3)  of the Code  provides  that stock
owned by  qualified  trusts  shall be treated,  for purposes of the "not closely
held"  requirement,  as owned by the beneficiaries of the trust,  rather than by
the trust itself;  and either at least one such qualified  trust holds more than
25%, by value, of the interests in a REIT, or one or more such qualified trusts,
each of which owns more than 10%, by value, of the interests in a REIT, holds in
the aggregate more than 50%, by value, of the interests in the REIT.

     The percentage of any REIT dividend  treated as unrelated  business taxable
income is equal to the ratio of: the unrelated business taxable income earned by
Home  Properties,  treating Home  Properties as if it were a qualified trust and
therefore  subject to tax on unrelated  business  taxable  income,  to the total
gross  income of Home  Properties.  A de  minimis  exception  applies  where the
percentage  is less than 5% for any year.  The  provisions  requiring  qualified
trusts to treat a portion of REIT  distributions  as unrelated  business taxable
income will not apply if Home  Properties  is able to satisfy  the "not  closely
held" requirement without relying upon the "look-through" exception with respect
to  qualified  trusts.  As a  result  of the  limitations  on the  transfer  and
ownership of stock contained in our articles of incorporation, we are not and do
not expect to be classified as a "pension held REIT."

                        TAXATION OF NON-U.S. STOCKHOLDERS

     When we use the term "non-U.S.  stockholders," we mean holders of shares of
common  stock that are  nonresident  alien  individuals,  foreign  corporations,
foreign  partnerships or foreign estates or trusts.  The rules governing  United
States  federal  income  taxation of the ownership and  disposition  of stock by
persons that are non-U.S.  stockholders are complex.  No attempt is made in this
prospectus  to provide more than a brief  summary of these  rules.  Accordingly,
this discussion does not address all aspects of United States federal income tax
and does not  address  state,  local or  foreign  tax  consequences  that may be
relevant to a non-U.S. stockholder in light of its particular circumstances.  In
addition,  this  discussion is based on current law, which is subject to change,
and  assumes  that we qualify  for  taxation  as a REIT.  Prospective  non- U.S.
stockholders  should consult with their own tax advisers to determine the impact
of  federal,  state,  local  and  foreign  income  tax laws  with  regard  to an
investment in stock, including any reporting requirements.

     DISTRIBUTIONS.  If we make a distribution  that is not attributable to gain
from the sale or exchange of United  States real  property  interests and is not
designated as capital gains dividends,  then the distribution will be treated as
dividends  of  ordinary  income  to the  extent  it is made  out of  current  or
accumulated earnings and profits. These distributions ordinarily will be subject
to  withholding  of United States  federal  income tax on a gross basis at a 30%
rate or such lower rate as may be specified by an applicable  income tax treaty.
However, if the dividends are treated as effectively  connected with the conduct
by the non-U.S.  stockholder  of a United  States  trade or  business,  or if an
income  tax  treaty  applies,  as  attributable  to a  United  States  permanent
establishment of the non-U.S.  stockholder, the dividends will be subject to tax
on a net basis at graduated  rates, in the same manner as domestic  stockholders
are taxed with  respect  to such  dividends  and are  generally  not  subject to
withholding.  Any such dividends  received by a non-U.S.  stockholder  that is a
corporation  may also be subject to an  additional  branch  profits tax at a 30%
rate or such lower rate as may be specified by an applicable  income tax treaty.
Under some treaties,  lower withholding rates generally  applicable to dividends
do not apply to dividends from a REIT. Certification and disclosure requirements
must be satisfied to be exempt from withholding under the effectively  connected
income and permanent  establishment  exemptions discussed above. Home Properties
expects  to  withhold  U.S.  income  tax at  the  rate  of  30% on any  dividend
distributions,  not designated as (or deemed to be) capital gain dividends, made
to a non-U.S. stockholder unless:

          - a lower treaty rate applies and the  non-U.S.  stockholder  files an
          IRS Form W-8BEN evidencing eligibility for that reduced rate with Home
          Properties; or

          - the  non-U.S.  stockholder  files  an  IRS  Form  W-8ECI  with  Home
          Properties  claiming that the  distribution  is effectively  connected
          income.

     Distributions we make in excess of our current or accumulated  earnings and
profits will not be taxable to a non-U.S. stockholder to the extent that they do
not exceed the adjusted basis of the stockholder's stock, but rather will reduce
the adjusted basis of such stock. To the extent that these distributions  exceed
the adjusted  basis of a non-U.S.  stockholder's  stock,  they will give rise to
gain from the sale or exchange of his stock.  The tax  treatment of this gain is
described below. Home Properties may be required to withhold at least 10% of any
distribution in excess of its current and accumulated earnings and profits, even
if a lower treaty rate applies or the non-U.S. stockholder is not liable for tax
on the receipt of that distribution.  However, a non-U.S. stockholder may seek a
refund of these amounts.

     Distributions  to a non-U.S.  stockholder  that we designate at the time of
distribution  as capital  gains  dividends,  other than those  arising  from the
disposition  of a United States real property  interest,  generally  will not be
subject to United States  federal  income  taxation,  unless:  investment in the
stock is  effectively  connected with the non-U.S.  stockholder's  United States
trade or business, in which case the non-U.S. stockholder will be subject to the
same treatment as domestic stockholders with respect to such gain, except that a
stockholder that is a foreign  corporation may also be subject to the 30% branch
profits tax, as discussed  above;  or 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 which case the
nonresident  alien  individual will be subject to a 30% tax on the  individual's
capital gains.

     Distributions to a non-U.S.  stockholder that are attributable to gain from
our sale or exchange of United  States real  property  interests  will cause the
non-  U.S.  stockholder  to be  treated  as  recognizing  this  gain  as  income
effectively  connected  with  a  United  States  trade  or  business.   Non-U.S.
stockholders  would  thus  generally  be taxed at the same rates  applicable  to
domestic stockholders,  subject to a special alternative minimum tax in the case
of nonresident alien individuals. Also, this gain may be subject to a 30% branch
profits tax in the hands of a non-U.S.  stockholder  that is a  corporation,  as
discussed above. We are required to withhold 35% of any such distribution.  That
amount is creditable  against the non-U.S.  stockholder's  United States federal
income tax liability. We or any nominee (e.g., a broker holding shares in street
name) may rely on a certificate of non-foreign status on Form W-8 or Form W-9 to
determine whether withholding is required on gains realized from the disposition
of United States real property interests.  A domestic person who holds shares of
common  stock on  behalf  of a  non-U.S.  stockholder  will  bear the  burden of
withholding,  provided that we have properly  designated the appropriate portion
of a distribution as a capital gain dividend.

     SALE OF STOCK.  If you are a non-U.S.  stockholder  and you recognize  gain
upon the sale or exchange  of shares of stock,  the gain  generally  will not be
subject to United States taxation unless the stock  constitutes a "United States
real property  interest" within the meaning of FIRPTA. If we are a "domestically
controlled  REIT,"  then the stock will not  constitute  a "United  States  real
property interest." A  "domestically-controlled  REIT" is a REIT in which at all
times during a specified  testing  period less than 50% in value of its stock is
held  directly or  indirectly  by non-U.S.  stockholders.  Because our shares of
stock are publicly traded, there is no assurance that we are or will continue to
be a "domestically-controlled REIT." Notwithstanding the foregoing, if you are a
non-U.S.  stockholder and you recognize gain upon the sale or exchange of shares
of stock and the gain is not  subject  to  FIRPTA,  the gain will be  subject to
United States taxation if: your investment in the stock is effectively connected
with a United  States trade or business,  or, if an income  treaty  applies,  is
attributable  to  a  United  States  permanent  establishment;   or  you  are  a
nonresident alien individual who is present in the United States for 183 days or
more during the taxable year and you have a "tax home" in the United States.  In
this case, a nonresident alien individual will be subject to a 30% United States
withholding tax on the amount of such individual's gain.

     If we are not or cease to be a "domestically-controlled  REIT" whether gain
arising from the sale or exchange by a non-U.S.  stockholder  of shares of stock
would be subject to United States  taxation  under FIRPTA as a sale of a "United
States real property  interest" will depend on whether the shares are "regularly
traded,"  as defined  by  applicable  Treasury  Regulations,  on an  established
securities market and on the size of the selling non-U.S. stockholder's interest
in our shares.  If gain on the sale or exchange of shares of stock were  subject
to taxation under FIRPTA,  the non-U.S.  stockholder would be subject to regular
United States  income tax on this gain in the same manner as a U.S.  stockholder
and the  purchaser  of the stock would be required to withhold  and remit to the
IRS 10% of the purchase price. In addition in this case, non- U.S.  stockholders
would be subject to any applicable  alternative  minimum tax,  nonresident alien
individuals  may be subject to a special  alternative  minimum  tax and  foreign
corporations may be subject to the 30% branch profits tax.

     BACKUP  WITHHOLDING TAX AND INFORMATION  REPORTING.  Backup withholding tax
generally  is a  withholding  tax  imposed  at the  rate  of  28% on  reportable
payments,  as  defined in  Section 3406  of the Code,  to  persons  that fail to
furnish the required  information under the United States information  reporting
requirements.  Backup  withholding tax and information  reporting will generally
not apply to  distributions  paid to  non-U.S.  stockholders  outside the United
States that are treated as: dividends  subject to the 30%, or lower treaty rate,
withholding  tax discussed  above;  capital gains  dividends;  or  distributions
attributable  to gain from our sale or exchange of United  States real  property
interests.  As a general matter,  backup  withholding and information  reporting
will not apply to a payment of the  proceeds  of a sale of stock by or through a
foreign  office of a  foreign  broker.  Information  reporting,  but not  backup
withholding,  will  apply,  however,  to a payment of the  proceeds of a sale of
stock by a foreign office of a broker that: is a United States  person;  derives
50% or more of its gross income for specific periods from the conduct of a trade
or business in the United States; or is a "controlled  foreign  corporation" for
United States tax purposes.  Information  reporting will not apply if the broker
has  documentary  evidence  in  its  records  that  the  holder  is  a  non-U.S.
stockholder  and  other  conditions  are  met,  or  the  stockholder   otherwise
establishes  an  exemption.  Payment to or through a United  States  office of a
broker of the  proceeds of sale of stocks is subject to both backup  withholding
and information  reporting  unless the stockholder  certifies under penalties of
perjury that the stockholder is a non-U.S. stockholder, or otherwise establishes
an exemption. A non-U.S. stockholder may obtain a refund of any amounts withheld
under the backup  withholding  rules by filing the appropriate  claim for refund
with the IRS.

                    TAX ASPECTS OF THE OPERATING PARTNERSHIP

     GENERAL.  Substantially  all of our  investments  will be  held  indirectly
through the Operating Partnership.  In general,  partnerships are "pass-through"
entities  which are not subject to federal  income  tax.  Rather,  partners  are
allocated  their  proportionate  shares  of the  items of  income,  gain,  loss,
deduction  and  credit of a  partnership,  and are  potentially  subject  to tax
thereon,  without regard to whether the partners receive a distribution from the
partnership.  We will  include  in our  income  our  proportionate  share of the
foregoing partnership items for purposes of the various REIT income tests and in
the computation of our REIT taxable income.  Moreover,  for purposes of the REIT
asset  tests,  we will  include  our  proportionate  share of assets held by the
Operating Partnership. See "Taxation of Home Properties."

     ENTITY  CLASSIFICATION.  Our interests in the Operating Partnership involve
special tax considerations,  including the possibility of a challenge by the IRS
of the status of the Operating  Partnership as a  partnership,  as opposed to an
association  taxable as a corporation,  for federal income tax purposes.  If the
Operating  Partnership were treated as an association,  it would be taxable as a
corporation  and therefore be subject to an entity-level  tax on its income.  In
such a  situation,  the  character of our assets and items of gross income would
change and preclude us from  satisfying  the asset tests and possibly the income
tests (see  "Taxation of Home  Properties  - Asset Tests" and "-Income  Tests").
This, in turn, would prevent us from qualifying as a REIT. See "Taxation of Home
Properties  - Failure to Qualify"  above for a  discussion  of the effect of our
failure to meet these tests for a taxable  year.  In  addition,  a change in the
Operating  Partnership's  status for tax purposes  might be treated as a taxable
event.  If  so,  we  might  incur  a tax  liability  without  any  related  cash
distributions.

     Treasury  Regulations  that  apply  for tax  period  beginning  on or after
January 1,  1997,  provide that an "eligible  entity" may elect to be taxed as a
partnership  for federal income tax purposes.  An eligible  entity is a domestic
business entity not otherwise classified as a corporation and which has at least
two members.  Unless it elects otherwise,  an eligible entity in existence prior
to January 1,  1997,  will have the same  classification  for federal income tax
purposes that it claimed under the entity classification Treasury Regulations in
effect prior to this date. In addition,  an eligible entity which did not exist,
or did not claim a classification,  prior to January 1, 1997, will be classified
as a partnership for federal income tax purposes unless it elects otherwise. The
Operating  Partnership  intends to claim  classification  as a partnership under
these regulations.

     Even if the Operating  Partnership is taxable as a partnership  under these
Treasury  Regulations,  it could be treated as a corporation  for federal income
tax purposes under the "publicly  traded  partnership"  rules of Section 7704 of
the Code. A publicly traded  partnership is a partnership  whose interests trade
on an  established  securities  market or are  readily  tradable  on a secondary
market,  or the  substantial  equivalent  thereof.  While units of the Operating
Partnership  are not and will not be traded on an  established  trading  market,
there is some  risk  that the IRS might  treat  the  units  held by the  limited
partners of the Operating  Partnership as readily  tradable  because,  after any
applicable holding period,  they may be exchanged for our common stock, which is
traded on an established  market. A publicly traded  partnership will be treated
as a  corporation  for federal  income tax purposes  unless at least 90% of such
partnership's  gross income for a taxable year consists of  "qualifying  income"
under the publicly  traded  partnership  provisions of Section 7704 of the Code.
"Qualifying income" under Section 7704 of the Code includes interest, dividends,
real property rents,  gains from the  disposition of real property,  and certain
income  or  gains  from  the  exploitation  of  natural  resources.   Therefore,
qualifying income under  Section 7704 of the Code generally  includes any income
that is qualifying  income for purposes of the 95% gross income test  applicable
to REITs.  We  anticipate  that the Operating  Partnership  will satisfy the 90%
qualifying  income test under  Section 7704  of the Code and, thus,  will not be
taxed as a corporation.

     There is one significant difference,  however, regarding rent received from
related party tenants.  For a REIT, rent from a tenant does not qualify as rents
from real property if the REIT and/or one or more actual or constructive  owners
of 10% or more of the REIT  actually  or  constructively  own 10% or more of the
tenant.  See "Taxation of Home Properties - Income Tests." Under Section 7704 of
the Code,  rent from a tenant is not qualifying  income if a partnership  and/or
one or more  actual  or  constructive  owners  of 5% or more of the  partnership
actually or constructively own 10% or more of the tenant.

     Accordingly,  we will need to monitor  compliance  with both the REIT rules
and the publicly traded  partnership  rules.  The Operating  Partnership has not
requested,  nor does it intend to request, a ruling from the IRS that it will be
treated as a  partnership  for federal  income tax  purposes.  In the opinion of
Nixon Peabody LLP, which is based on the provisions of the partnership agreement
of  the  Operating   Partnership   and  on  certain   factual   assumptions  and
representations  of Home  Properties,  the Operating  Partnership  has since its
formation  and  will  continue  to be  taxed  as a  partnership  rather  than an
association taxable as a corporation. Nixon Peabody LLP's opinion is not binding
on the IRS or the courts.

     TAX ALLOCATIONS WITH RESPECT TO THE PROPERTIES. Under Section 704(c) of the
Code,  income,   gain,  loss  and  deduction   attributable  to  appreciated  or
depreciated  property that is  contributed  to a partnership  in exchange for an
interest  in the  partnership,  must  be  allocated  in a  manner  so  that  the
contributing partner is charged with the "book-tax  difference"  associated with
the  property at the time of the  contribution.  The  book-tax  difference  with
respect to property that is contributed  to a partnership is generally  equal to
the difference between the fair market value of contributed property at the time
of  contribution  and the  adjusted  tax  basis of the  property  at the time of
contribution.  These  allocations are solely for federal income tax purposes and
do not affect the book capital accounts or other economic or legal  arrangements
among the partners. The Operating Partnership was formed by way of contributions
of appreciated property, including some of the properties.  Moreover, subsequent
to  the  formation  of  the  Operating  Partnership,   additional  persons  have
contributed  appreciated  property to the Operating  Partnership in exchange for
interests in the Operating Partnership.

     The  partnership  agreement  requires that these  allocations  be made in a
manner consistent with Section 704(c) of the Code. In general,  limited partners
of the Operating  Partnership who acquired their limited  partnership  interests
through a contribution  of appreciated  property will be allocated  depreciation
deductions  for tax purposes which are lower than these  deductions  would be if
determined on a pro rata basis. In addition,  in the event of the disposition of
any of the  contributed  assets  which  have a  book-tax  difference  all income
attributable  to the  book-tax  difference  will  generally  be allocated to the
limited  partners  who  contributed  the  property,  and we  will  generally  be
allocated only our share of capital gains attributable to appreciation,  if any,
occurring after the time of contribution to the Operating Partnership. This will
tend to  eliminate  the  book-tax  difference  over  the  life of the  Operating
Partnership.  However,  the special  allocation rules of  Section 704(c)  do 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  assets in the hands of the Operating  Partnership may
cause us to be allocated lower  depreciation and other  deductions.  Possibly we
could be allocated  an amount of taxable  income in the event of a sale of these
contributed assets in excess of the economic or book income allocated to us as a
result of the sale.  This may cause us to recognize  taxable income in excess of
cash proceeds,  which might adversely affect our ability to comply with the REIT
distribution   requirements.   See   "Taxation  of  Home   Properties  -  Annual
Distribution Requirements."

     BASIS IN THE OPERATING PARTNERSHIP INTEREST.  The adjusted tax basis in our
interest in the Operating  Partnership generally will be equal to: the amount of
cash  and the  basis  of any  other  property  we  contribute  to the  Operating
Partnership,  increased by our allocable  share of the  Operating  Partnership's
income and our allocable share of indebtedness of the Operating Partnership, and
reduced,  but not below zero, by our allocable  share of losses  suffered by the
Operating  Partnership,  the amount of cash  distributed to us and  constructive
distributions  resulting  from a reduction in our share of  indebtedness  of the
Operating  Partnership.  If the  allocation  of our  distributive  share  of the
Operating  Partnership's  loss exceeds the adjusted tax basis of our partnership
interest in the Operating Partnership,  the recognition of this excess loss will
be deferred until such time and to the extent that we have adjusted tax basis in
our interest in the Operating  Partnership.  We will recognize taxable income to
the extent that the Operating  Partnership's  distributions,  or any decrease in
our share of the indebtedness of the Operating Partnership, exceeds our adjusted
tax  basis  in  the  Operating  Partnership.  A  decrease  in our  share  of the
indebtedness of the Operating Partnership is considered a cash distribution.

     SALE OF PARTNERSHIP PROPERTY. Generally, any gain realized by a partnership
on the sale of property held by the  partnership  for more than one year will be
long-term  capital gain,  except for any portion of such gain that is treated as
depreciation or cost recovery recapture.  However,  under the REIT Requirements,
Home  Properties'  share as a  partner  of any gain  realized  by the  Operating
Partnership on the sale of any property held as inventory or other property held
primarily  for sale to customers  in the ordinary  course of a trade or business
will be treated as income  from a  prohibited  transaction  that is subject to a
100% penalty tax. See "Taxation of Home Properties." Such prohibited transaction
income will also have an adverse effect upon Home Properties' ability to satisfy
the income tests for REIT status.  Under existing law,  whether property is held
as  inventory or  primarily  for sale to  customers in the ordinary  course of a
trade or  business  is a  question  of fact  that  depends  on all the facts and
circumstances with respect to the particular transaction.

                             OTHER TAX CONSEQUENCES

     STATE AND LOCAL TAX  CONSIDERATIONS.  We may be  subject  to state or local
taxation in various state or local  jurisdictions,  including  those in which we
transact business and our stockholders may be subject to state or local taxation
in various state or local  jurisdiction,  including  those in which they reside.
Our state and local tax  treatment  may not  conform to the  federal  income tax
consequences  discussed  above. In addition,  your state and local tax treatment
may  not  conform  to the  federal  income  tax  consequences  discussed  above.
Consequently,  you should consult your own tax advisors  regarding the effect of
state and local tax laws on an investment in our shares.

     POSSIBLE  FEDERAL TAX  DEVELOPMENTS.  The rules dealing with federal income
taxation are  constantly  under review by the IRS, the Treasury  Department  and
Congress.  New federal tax  legislation or other  provisions may be enacted into
law or new  interpretations,  rulings or Treasury  Regulations could be adopted,
all  of  which  could  affect  the  taxation  of  Home   Properties  or  of  its
stockholders.  No prediction  can be made as to the likelihood of passage of any
new tax legislation or other provisions either directly or indirectly  affecting
Home Properties or its stockholders.  Consequently,  the tax treatment described
herein may be modified  prospectively or retroactively by legislative,  judicial
or administrative action.

                              PLAN OF DISTRIBUTION

     The shares  offered  hereby  may be  offered  and sold from time to time as
market conditions permit on the New York Stock Exchange, or otherwise, at prices
and terms then prevailing,  at prices related to the then-current  market price,
or in negotiated  transactions by the holders thereof,  which may include donees
and pledgees.  The shares may be sold by one or more of the  following  methods,
without  limitation:  (a) a  block  trade in which a broker or dealer so engaged
will  attempt to sell the shares as agent but may  position and resell a portion
of the block as principal to facilitate a transaction; (b) purchases by a broker
or a dealer as  principal  and resale by such  broker or dealer for its  account
pursuant  to  this   prospectus;   (c) ordinary   brokerage   transactions   and
transactions  in which the  broker  solicits  purchasers;  and  (d) face-to-face
transactions  between  sellers  and  purchasers  without a broker or dealer.  In
effecting  sales,  brokers or dealers  engaged by the  Selling  Shareholder  may
arrange for other brokers or dealers to participate. The Selling Shareholder and
such brokers or dealers may receive  commissions  or discounts  from the Selling
Shareholder in amounts to be negotiated.  Such brokers and dealers and any other
participating  brokers  or  dealers  may  be  deemed  "underwriters"  under  the
Securities Act.

                                     EXPERTS

     The audited historical financial statements of The Apartments at Wellington
Trace,  The  Hamptons,   and  The  Regency  Club  Apartments  included  in  Home
Properties,  Inc.'s Current Report on Form 8-K dated August 8, 2005 have been so
incorporated  in  reliance  on the  report  of  PricewaterhouseCoopers  LLP,  an
independent  registered  public  accounting firm, given on the authority of said
firm as experts in auditing and accounting.

                                  LEGAL MATTERS

     The validity of the securities  offered hereby will be passed upon by Nixon
Peabody LLP,  Rochester,  New York.  Certain  partners of Nixon  Peabody LLP own
Units equal to less than 1% of the equity of Home  Properties on a fully diluted
basis.  Nixon  Peabody LLP has also  provided an opinion with respect to certain
tax matters which form the basis of the  discussion  under the heading  "Federal
Income Tax Considerations."


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The  following  table is an itemized  listing of expenses to be incurred by Home
Properties in  connection  with the issuance and  distribution  of the shares of
Common Stock being registered hereby, other than discounts and commissions:

SEC Registration Fee ...........................      $    1,478
NYSE Listing Fee ...........................               3,000*
Legal Fees and Expenses ....................               1,500*
Accounting Fees and Expenses ...............               6,000*
Miscellaneous ..............................               2,000*
                                                           -----
Total ................................                 $  13,978*
*Estimate

Item 15. Indemnification of Directors and Officers

     Our officers and directors are and will be indemnified  under Maryland law,
our  Articles  of  Incorporation  and  the  Partnership   Agreement  ("Operating
Partnership Agreement") of Home Properties, L.P., a New York limited partnership
of which we are the general partner,  against certain liabilities.  The Articles
of  Incorporation  require us to  indemnify  our  directors  and officers to the
fullest extent  permitted from time to time by the laws of Maryland.  The Bylaws
contain  provisions  which  implement  the  indemnification  provisions  of  the
Articles of Incorporation.

     The Maryland  General  Corporation  Law ("MGCL")  permits a corporation  to
indemnify  its  directors  and  officers,   among  others,   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 in those or other capacities unless it is established that the act
or omission of the director or officer was material to the matter giving rise to
the  proceeding  and was  committed in bad faith or was the result of active and
deliberate dishonesty,  or the director or officer actually received an improper
personal benefit in money,  property or services, or in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful.  No amendment of our Articles of  Incorporation  shall
limit or eliminate the right to indemnification provided with respect to acts or
omissions  occurring prior to such amendment or repeal.  Maryland law permits us
to  provide  indemnification  to an officer  to the same  extent as a  director,
although additional  indemnification may be provided if such officer is not also
a director.

     The MGCL permits the articles of incorporation of a Maryland corporation to
include a Provision  limiting the liability of its directors and officers to the
corporation  and its  stockholders  For  money  damages,  subject  to  specified
restrictions.  The MGCL does not however, permit the II-1 liability of directors
and officers to the corporation or its  stockholders to be limited to the extent
that (1) it is proved that the person actually  received an improper  benefit or
profit in money,  property or services (to the extent such benefit or profit was
received) or (2) a judgment or other final  adjudication  adverse to such person
is entered in a  proceeding  based on a finding  that the  person'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.  Our Articles of
Incorporation  contain a provision consistent with the MGCL. No amendment of the
Articles of  Incorporation  shall limit or eliminate the limitation of liability
with respect to acts or omissions occurring prior to such amendment or repeal.

     The Operating Partnership Agreement also provides for indemnification of us
and our officers and directors to the same extent indemnification is provided to
officers and directors of Home Properties in its Articles of Incorporation,  and
limits the  liability  of us and our officers  and  directors  to the  Operating
Partnership  and its  partners to the same  extent  liability  of  officers  and
directors of Home Properties to Home Properties and its  stockholders is limited
under our Articles of Incorporation.

     We have entered into indemnification  agreements with each of our directors
and certain of our officers. The indemnification agreements require, among other
things, that we indemnify our directors and those officers to the fullest extent
permitted  by law,  and  advance  to the  directors  and  officers  all  related
expenses,  subject  to  reimbursement  if it  is  subsequently  determined  that
indemnification  is not  permitted.  We also  must  indemnify  and  advance  all
expenses  incurred by  directors  and officers  seeking to enforce  their rights
under the indemnification agreements, and cover directors and officers under our
directors'   and   officers'   liability   insurance.   Although   the  form  of
indemnification  agreement  offers  substantially  the same  scope  of  coverage
afforded by provisions in the Articles of  Incorporation  and the Bylaws and the
Operating  Partnership  Agreement  of the  Operating  Partnership,  it  provides
greater  assurance  to  directors  and  officers  that  indemnification  will be
available,  because,  as a contract,  it cannot be modified  unilaterally in the
future by the Board of Directors or by the  stockholders to eliminate the rights
it provides. We have purchased insurance under a policy that insures both us and
our officers and  directors  against  exposure and  liability  normally  insured
against under such policies,  including  exposure on the  indemnities  described
above.

Item 16. Exhibits

5.1      Opinion of Nixon Peabody LLP as to legality of Common Stock*
8.1      Opinion of Nixon Peabody LLP as to certain tax matters*
23.1     Consent of Nixon Peabody LLP (included as part of Exhibits 5.1 and 8.1)
23.2     Consent of PricewaterhouseCoopers LLP*
24       Power of Attorney (included on signature page)

* Included with this filing.
                                      II-2



Item 17. Undertakings

     Insofar as indemnification for liabilities arising under the Securities Act
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
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 and will be  governed by the final
adjudication of such issue.

     The undersigned 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 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.

     2.  For the purpose of determining  any liability  under the Securities Act
of 1933, each post-effective  amendment that contains a form of prospectus 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.

     4.  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
Section 15(d)  of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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 that time shall be deemed to be
the initial bona fide offering thereof.








                                      II-3




                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-3 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Rochester, New York, on the 17th day of August, 2005.

                                       HOME PROPERTIES, INC.

                                        By: /s/ Edward J. Pettinella
                                           -----------------------------
                                           Edward J. Pettinella
                                           President and Chief
                                           Executive Officer

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below hereby  severally  constitutes and appoints Edward J.  Pettinella,
David P.  Gardner and Ann M.  McCormick,  and each of them,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to the  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  such  attorney-in-fact  and  agents,  and each of  them,  full  power  and
authority  to do and person each and every act and thing  requisite or necessary
that he might do in person,  hereby  ratifying and confirming all that each said
attorneys-in-fact  and  agents  of any of them or  their  or his  substitute  or
substitutes may lawfully do or cause to be done by virtue hereof.

















                                      II-4




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
dates indicated.

Signature                           Title                              Date

/s/ EDWARD J. PETTINELLA     Director,President,Chief Executive  August 17, 2005
Edward J. Pettinella         Officer
                            (Principal Executive Officer)

/s/ DAVID P. GARDNER         Executive Vice President, Chief     August 17, 2005
David P. Gardner             Financial Officer
                            (Principal Financial Officer)

/s/ ROBERT J. LUKEN          Senior Vice President, Chief        August 17, 2005
Robert J. Luken              Accounting Officer
                            (Principal Accounting Officer

/s/ NORMAN P. LEENHOUTS      Director                            August 17, 2005
Norman P. Leenhouts

/s/ NELSON B. LEENHOUTS      Director                            August 17, 2005
Nelson B. Leenhouts

/s/ WILLIAM BALDERSTON, III  Director                            August 17, 2005
William Balderston, III

/s/JOSH E. FIDLER            Director                            August 17, 2005
Josh E. Fidler

/s/ ALAN L. GOSULE           Director                            August 17, 2005
Alan L. Gosule

/s/ LEONARD F. HELBIG, III   Director                            August 17, 2005
Leonard F. Helbig, III

/s/ ROGER W. KOBER           Director                            August 17, 2005
Roger W. Kober

/s/ CLIFFORD W. SMITH, JR    Director                            August 17, 2005
Clifford W. Smith, Jr.

                                      II-5




/s/ PAUL L. SMITH            Director                            August 17, 2005
Paul L. Smith

/s/ THOMAS S. SUMMER         Director                            August 17, 2005
Thomas S. Summer

/s/ AMY L. TAIT              Director                            August 17, 2005
Amy L. Tait



































                                      II-6





                                  EXHIBIT INDEX
                              Home Properties, Inc.
                                 (the "Company")
                  Registration Statement on Form S-3 No. 333 -

NUMBER   DESCRIPTION                                               LOCATION


5.1     Opinion of Nixon Peabody LLP regarding the legality           *
        of the Common Stock being registered

8.1     Opinion of Nixon Peabody LLP regarding certain tax matters    *


23.1    Consent of Nixon Peabody LLP                              Included with
                                                                   Exhibits 5.1
                                                                   and 8.1

23.2    Consent of PricewaterhouseCoopers LLP                         *

24      Power of Attorney                                          Included on
                                                                  signature page

*  Filed herewith