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                             January 11, 2024

       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
November 27, 2023
                                                            File No. 001-11718

       Dear Paul Seavey:

              We have reviewed your November 27, 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 November 9, 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 remainder of 2023. 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 for the
remainder of 2023. 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.
January 11, 2024
Page 2
Consolidated Statements of Cash Flows, page F-9

2.       We have considered your response to comment 5 in our letter dated May
17, 2023. Given
         the quantitative significance of the error to cash flows from
operating activities and that
         we do not agree that the factors cited in your qualitative assessment
overcome such
         significance, we disagree with your conclusion that the error was
immaterial.
         Accordingly, we have concluded that your previously issued
consolidated financial
         statements are materially misstated and, therefore, should be
restated. Also, in light of the
         restatement, please reassess your conclusions regarding disclosure
controls and
         procedures and internal control over financial reporting for the
impacted periods.
       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
January 11, 2024 Page 2                                        Office of Real
Estate & Construction
FirstName LastName