UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer.

Item 1 is hereby amended and restated in its entirety to read as follows:

This statement relates to the common stock, par value $0.01 per share (“Common Stock”), of Hilltop Holdings Inc., a Maryland corporation (formerly known as Affordable Residential Communities Inc.) (the “Issuer”).  The address of the principal executive offices of the Issuer is 200 Crescent Court, Suite 1330, Dallas, Texas 75201.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby supplemented as follows:

On September 25, 2008, Hunter’s Glen/Ford, Ltd. (“Hunter’s Glen/Ford”) purchased 5,626,460 shares of Common Stock for an aggregate purchase price of $54,857,985.  Hunter’s Glen/Ford effected this purchase using funds from its available working capital.

Item 4.

Purpose of the Transaction.

Item 4 is hereby supplemented as follows:

Subject to certain exceptions, the Company’s charter prohibits transfers of Company securities that would result in a person or group owning in excess of five percent of the Company securities outstanding.  One of those exceptions permits Mr. Ford and his Affiliates and Associates (as such terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934) to own not more than 21% of the Common Stock then outstanding for purposes of Section 382 of the Internal Revenue Code.  The Board of Directors of the Company also has the authority under the Company’s charter to grant its approval, in its sole discretion, to permit transfers that would otherwise violate these restrictions.  At the request of Mr. Ford, the Board of Directors of the Company granted its written approval to increase the amount of Common Stock that Mr. Ford and his Affiliates and Associates may own, without being subject to said restrictions on transfer, to not more than 30% of the Common Stock then outstanding for purposes of Section 382 of the Internal Revenue Code.  A Certificate of Notice was filed with the

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows:

(a)           As of September 25, 2008, Gerald J. Ford and ARC Diamond were the beneficial owners of 9,026,607 shares of Common Stock held by ARC Diamond, which represents 16.0% of the outstanding Common Stock based upon information from the Company.  As of September 25, 2008, Mr. Ford and Hunter’s Glen/Ford were the beneficial owners of 6,018,009 shares of Common Stock held by Hunter’s Glen/Ford, which represents 10.7% of the outstanding Common Stock based upon information from the Company.  As of September 25, 2008, Mr. Ford also was the beneficial owner of an additional 3,486 shares of Common Stock, aggregating to 15,048,102 shares of Common Stock beneficially owned by Mr. Ford, which represents 26.7% of the outstanding Common Stock based upon information from the Company.

(b)           Mr. Ford has sole power to vote, or to direct the vote, and sole power to dispose of, or direct the disposition of, the 3,486 shares of Common Stock reported herein as owned by Mr. Ford.  Mr. Ford also has the sole power to vote, or to direct the vote, and sole power to dispose of, or direct the disposition of, the 9,026,607 and 6,018,009 shares of Common Stock reported herein as owned by ARC Diamond and Hunter’s Glen/Ford, respectively.

(c)           On September 25, 2008, Hunter’s Glen/Ford purchased 5,626,460 shares of Common Stock, all at a cash purchase price of $9.75 per share in a private transaction with a third-party.

(d)           Not applicable.

(e)           Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby supplemented as follows:

Subject to certain exceptions, the Company’s charter prohibits transfers of Company securities that would result in a person or group owning in excess of five percent of the Company securities outstanding.  One of those exceptions permits Mr. Ford and his Affiliates and Associates (as such terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934) to own not more than 21% of the Common Stock then outstanding for purposes of Section 382 of the Internal Revenue Code.  The Board of Directors of the Company also has the authority under the Company’s charter to grant its approval, in its sole discretion, to permit transfers that would otherwise violate these restrictions.  At the request of Mr. Ford, the Board of Directors of the Company granted its written approval to increase the amount of Common Stock that Mr. Ford and his Affiliates and Associates may own, without being subject to said restrictions on transfer, to not more than 30% of the Common Stock then outstanding for purposes of Section 382 of the Internal Revenue Code.  A Certificate of Notice was filed with the Maryland Department of Assessments and Taxation on September 23, 2008 reflecting this approval.  This summary description of the Company’s charter and the Certificate of Notice is not intended to be complete and is qualified in its entirety to the full text of the Company’s charter

Item 7.

Material to Be Filed as Exhibits

Item 7 is hereby supplemented as follows:

Exhibit

Number

Description of Exhibit

99.4

Certificate of Notice (filed as Exhibit 3.1.1 to Hilltop Holdings Inc.’s Current Report on Form 8-K filed with the Commission on September 26, 2008 and incorporated herein by reference).

Date:

September 26, 2008

  /s/ GERALD J. FORD

Gerald J. Ford

ARC DIAMOND, LP

By:

ARC Diamond GP, Inc.,

its general partner

By:

  /s/ GERALD J. FORD

Name:

Gerald J. Ford

Title:

President

HUNTER’S GLEN/FORD, LTD.,

By:

Ford Diamond Corporation,

its general partner

By:

  /s/ GERALD J. FORD

Name:

Gerald J. Ford

Title:

President

By:

/s/ GERALD J. FORD

Gerald J. Ford,

its general partner