United States securities and exchange commission logo




                                                                                
                            November 9, 2023

       Paul Seavey
       Executive Vice President and Chief Financial Officer
       Equity Lifestyle Properties, Inc.
       Two North Riverside Plaza, Suite 800
       Chicago, IL 60606

                                                        Re: Equity Lifestyle 
Properties, Inc.
                                                            Form 10-K for the 
year ended December 31, 2022
                                                            Response dated 
August 18, 2023
                                                            File No. 001-11718

       Dear Paul Seavey:

              We have reviewed your August 18, 2023 response to our comment 
letter and have the
       following comments.

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

               After reviewing your response to this letter, we may have 
additional comments. Unless
       we note otherwise, any references to prior comments are to comments in 
our August 8, 2023
       letter.

       Form 10-K for the year ended December 31, 2022

       Non-GAAP Financial Measures, page 47

   1.                                                   We have reviewed your 
response to comment 1 and your proposal to continue to exclude
                                                        deferrals in your 
non-GAAP measures for the remaining periods in 2023 and your plan to
                                                        continue to include the 
adjustment in Normalized FFO, excluding deferrals. We continue
                                                        to believe that the 
accelerated recognition of membership revenues is not consistent with
                                                        Question 100.04 of the 
Compliance and Disclosure Interpretations (   C&DIs   ) on Non-
                                                        GAAP Financial 
Measures. Given this, we do not believe it is appropriate for you to
                                                        continue to include the 
change in your deferred revenue liability for upfront payments
                                                        received related to 
membership upgrade contracts in your calculation of any non-GAAP
                                                        financial measures. 
Please revise your presentation beginning with your next periodic
                                                        filing and earnings 
release to remove this adjustment from your non-GAAP measures.
 Paul Seavey
Equity Lifestyle Properties, Inc.
November 9, 2023
Page 2
Consolidated Statements of Cash Flows, page F-9

2.       We note your response to comment two. Please address the following:
             The appropriate classification depends on the activity that is 
likely to be the
            predominant source of cash flows for the item. Please clarify for 
us in detail how the
            breakeven analysis discussed in your response supports your 
conclusion that the
            predominant source of cash flows is operating.
             Please clarify whether your quantitative analysis is considering 
the cash flows from
            rental and sales activities on a gross basis, or whether it 
considers these cash flows
            net, over the life of the respective activity. Additionally, please 
tell us if your
            quantitative analysis is on a discounted or undiscounted basis. 
Within your response,
            please tell us how you determined it was appropriate to assess cash 
flows on a gross
            or net basis and on a discounted or undiscounted basis.
             Please tell us the average length of time a mobile home in your 
portfolio is in service
            as a rental asset before being sold. To the extent this length of 
time is not
            insignificant, tell us what consideration, if any, you gave to the 
amount of time your
            mobile homes are rented before they are sold in your qualitative 
analysis.

       Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at 
202-551-3295 if you
have questions regarding comments on the financial statements and related 
matters.



FirstName LastNamePaul Seavey                                Sincerely,
Comapany NameEquity Lifestyle Properties, Inc.
                                                             Division of 
Corporation Finance
November 9, 2023 Page 2                                      Office of Real 
Estate & Construction
FirstName LastName