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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 1)*

                              Sun Communities, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    866674104
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 2005
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

|_|  Rule 13d-1(b)

|X|  Rule 13d-1(c)

|_|  Rule 13d-1(d)

----------
      *The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

      The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).


                                       1



-------------------                                            -----------------
CUSIP No. 011537316                   13G                      Page 2 of 9 Pages
-------------------                                            -----------------

   1       NAMES OF REPORTING PERSONS

           Wesley Capital Management, LLC

           I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
           52-2280947

   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

           (a) |_|

           (b) |_|

   3       SEC USE ONLY

   4       CITIZENSHIP OR PLACE OF ORGANIZATION

           Delaware

     NUMBER OF SHARES           5    SOLE VOTING POWER

       BENEFICIALLY                     -0-

      OWNED BY EACH             6    SHARED VOTING POWER

     REPORTING PERSON                    1,062,300 (See Item 2)

          WITH                  7    SOLE DISPOSITIVE POWER

                                         -0-

                                8    SHARED DISPOSITIVE POWER

                                         1,062,300 (See Item 2)

   9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           1,062,300 (See Item 2)

   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
           (See Instructions)                                                |_|

   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

           5.83%

   12      TYPE OF REPORTING PERSON (See Instructions)

           OO



-------------------                                            -----------------
CUSIP No. 011537316                   13G                      Page 3 of 9 Pages
-------------------                                            -----------------

   1       NAMES OF REPORTING PERSONS

           Arthur Wrubel

           I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

           (a) |_|

           (b) |_|

   3       SEC USE ONLY

   4       CITIZENSHIP OR PLACE OF ORGANIZATION

           United States

     NUMBER OF SHARES           5    SOLE VOTING POWER

       BENEFICIALLY                      -0-

      OWNED BY EACH             6    SHARED VOTING POWER

     REPORTING PERSON                    1,062,300 (See Item 2)

          WITH
                                7     SOLE DISPOSITIVE POWER

                                         -0-

                                8    SHARED DISPOSITIVE POWER

                                         1,062,300 (See Item 2)

   9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           1,062,300 (See Item 2)

   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
           (See Instructions)                                                |_|

   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

           5.83%

   12      TYPE OF REPORTING PERSON (See Instructions)

           IN



-------------------                                            -----------------
CUSIP No. 011537316                   13G                      Page 4 of 9 Pages
-------------------                                            -----------------

   1       NAMES OF REPORTING PERSONS

           John Khoury

           I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
           (a)

           (b)

   3       SEC USE ONLY

   4       CITIZENSHIP OR PLACE OF ORGANIZATION

           Canada

     NUMBER OF SHARES           5    SOLE VOTING POWER

       BENEFICIALLY                      -0-

      OWNED BY EACH             6    SHARED VOTING POWER

     REPORTING PERSON                    1,062,300 (See Item 2)

          WITH                  7    SOLE DISPOSITIVE POWER

                                         -0-

                                8    SHARED DISPOSITIVE POWER

                                         1,062,300 (See Item 2)

   9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           1,062,300 (See Item 4)

   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
           (See Instructions)                                                |_|

   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

           5.83%

   12      TYPE OF REPORTING PERSON (See Instructions)

           IN



-------------------                                            -----------------
CUSIP No. 011537316                   13G                      Page 5 of 9 Pages
-------------------                                            -----------------

Item 1.

      (a)   Name of Issuer

            The name of the issuer is Sun Communities, Inc.

      (b)   Address of Issuer's Principal Executive Offices

            The Issuer's principal executive office is located at 2777 Franklin
      Road, Suite 200, Southfield, Michigan 48034

Item 2.

      (a)   Name of Person Filing

            This Amendment No. 1 to Schedule 13G is being jointly filed by
      Wesley Capital Management LLC, a Delaware limited liability company (the
      "Management Company"), Mr. Arthur Wrubel and Mr. John Khoury with respect
      to the ownership of the shares of Common Stock of the Issuer by three
      hedge funds and two managed accounts (collectively, the "Funds") for which
      the Management Company serves investment manager or advisor.(1) Mr.
      Wrubel, Mr. Khoury and the Management Company are referred to in this
      Schedule 13G/A as the "Reporting Persons."

            The Reporting Persons have entered into a Joint Filing Agreement,
      dated February 13, 2006, a copy of which is filed with this Schedule 13G
      as Exhibit A, pursuant to which the Reporting Persons have agreed to file
      this statement jointly in accordance with the provisions of Rule
      13d-1(k)(1) under the Act.

      (b)   Address of Principal Business Office, or if none, Residence

            The address of the principal business office of each of the
      Reporting Persons is 535 Madison Avenue, 26th Floor, New York, NY 10022

      (c)   Citizenship

            The Management Company is organized as a limited liability company
      under the laws of the State of Delaware. Mr. Wrubel is a United States
      citizen. Mr. Khoury is a Canadian citizen.

      (d)   Title of Class of Securities

            Common Stock, par value $.01 per share.

      (e)   CUSIP Number

            866674104

(1)   The Management Company serves as investment manager or advisor to Wesley
      Capital L.P., a Delaware limited partnership, Wesley Capital Master Fund
      Limited, a Cayman Islands corporation, Wesley Capital QP, L.P., a Delaware
      limited partnership, and two managed accounts. Accordingly, the Management
      Company may be deemed to be the beneficial owner of the shares of Common
      Stock of the Issuer held by the Funds. Mr. Wrubel and Mr. Khoury are
      Managing Members of the Management Company, and together they control its
      business activities. Accordingly each of Mr. Wrubel and Mr. Khoury may be
      deemed to be the beneficial owner of the shares of Common Stock of the
      Issuer held by the Funds. The Management Company, Mr. Wrubel and Mr.
      Khoury each disclaim beneficial ownership of the shares of Common Stock of
      the Issuer held by the Funds, except to the extent of any pecuniary
      interest, and this report shall not be deemed to be an admission that they
      are the beneficial owners of such securities.


                                        5



-------------------                                            -----------------
CUSIP No. 011537316                   13G                      Page 6 of 9 Pages
-------------------                                            -----------------

Item 3.     If this statement is filed pursuant to ss.240.13d-1(b) or
            240.13d.2(b) or (c), check whether the person filing is a:

                  Not applicable.

Item 4.     Ownership

            A.    Wesley Capital Management, LLC(2)

                  (a)   Amount beneficially owned: 1,062,300

                  (b)   Percent of class: 5.83%

                  (c)   Number of shares as to which such person has:

                        (i)   Sole power to vote or direct the vote: -0-

                        (ii)  Shared power to vote or direct the vote: 1,062,300

                        (iii) Sole power to dispose or direct the disposition:
                              -0-

                        (iv)  Shared power to dispose or direct the disposition:
                              1,062,300

            B.    Arthur Wrubel(2)

                  (a)   Amount beneficially owned: 1,062,300

                  (b)   Percent of class: 5.83%.

                  (c)   Number of shares as to which such person has:

                        (i)   Sole power to vote or direct the vote: 0

                        (ii)  Shared power to vote or direct the vote: 1,062,300

                        (iii) Sole power to dispose or direct the disposition: 0

                        (iv)  Shared power to dispose or direct the disposition:
                              1,062,300

(2)   See note 1.



-------------------                                            -----------------
CUSIP No. 011537316                   13G                      Page 7 of 9 Pages
-------------------                                            -----------------

            C.    John Khoury(2)

                  (a)   Amount beneficially owned: 1,062,300

                  (b)   Percent of class: 5.83%.

                  (c)   Number of shares as to which such person has:

                        (i)   Sole power to vote or direct the vote: 0

                        (ii)  Shared power to vote or direct the vote: 1,062,300

                        (iii) Sole power to dispose or direct the disposition: 0

                        (iv)  Shared power to dispose or direct the disposition:
                              1,062,300

Item 5.     Ownership of Five Percent or Less of a Class

            If this statement is being filed to report the fact that as of the
date hereof each of the Reporting Persons has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].

Item 6.     Ownership of More than Five Percent on Behalf of Another Person:

            See response to Item 4.

Item 7.     Identification and Classification of the Subsidiary Which Acquired
            the Security Being Reported on by the Parent Holding Company

            Not applicable.

Item 8.     Identification and Classification of Members of the Group

            Not applicable.

Item 9.     Notice of Dissolution of Group

            Not applicable.

Item 10.    Certification

            By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as participant in any transaction having that purpose or effect.



-------------------                                            -----------------
CUSIP No. 011537316                   13G                      Page 8 of 9 Pages
-------------------                                            -----------------

                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Date: February 13, 2006

                                               Wesley Capital Management, LLC

                                               By: /s/ Arthur Wrubel
                                                   -----------------------------
                                                   Name: Arthur Wrubel
                                                   Its:  Managing Member

                                               Wesley Capital Management, LLC

                                               By: /s/ John Khoury
                                                   -----------------------------
                                                   Name: John Khoury
                                                   Its:  Managing Member

                                               /s/ Arthur Wrubel
                                               ---------------------------------
                                               Arthur Wrubel, individually

                                               /s/ John Khoury
                                               ---------------------------------
                                               John Khoury, individually



                                                                       Exhibit A

              AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

      (i) Each of them is individually eligible to use the Schedule 13G to which
this Exhibit is attached, and such Schedule 13G is filed on behalf of each of
them; and

      (ii) Each of them is responsible for the timely filing of such Schedule
13G and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.

Date: February 13, 2005

                                               Wesley Capital Management, LLC

                                               By: /s/ Arthur Wrubel
                                                   -----------------------------
                                                   Name: Arthur Wrubel
                                                   Its:  Managing Member

                                               Wesley Capital Management, LLC

                                               By: /s/ John Khoury
                                                   -----------------------------
                                                   Name: John Khoury
                                                   Its:  Managing Member

                                               /s/ Arthur Wrubel
                                               ---------------------------------
                                               Arthur Wrubel, individually

                                               /s/ John Khoury
                                               ---------------------------------
                                               John Khoury, individually