8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported): December 27, 2006

COMSTOCK HOMEBUILDING COMPANIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-32375	20-1164345
(State or Other	(Commission File Number)	(IRS Employer
Jurisdiction of Incorporation)		Identification No.)

11465 Sunset Hills Road

Reston, Virginia 20910

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 883-1700

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a- 12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

     On December 27, 2006, William Bensten resigned as a senior vice president and a named executive officer of Comstock Homebuilding Companies, Inc. (the “Company”). At the same time, Mr. Bensten entered into a six month consulting agreement with the Company.

Item 8.01. Other Events

Villas at Countryside Condominium Sale

     Subsequent to Mr. Bensten’s resignation, Merion-Loudoun, LC, an entity wholly-owned by Mr. Bensten (“Merion”), purchased the 30 remaining undelivered condominium units at the Company’s Villas at Countryside condominium project for $4.2 million. In connection with the purchase of the units, Merion became the successor declarant of the condominium association and entered into an 18-month fee arrangement with Comstock Countryside, LLC, a wholly-owned subsidiary of the Company, to market and sell the units on its behalf.

Settlement of Bank of America Dispute

     On December 29, 2006, the Company and Comstock Bellemeade, L.C., a wholly-owned subsidiary of the Company (“Subsidiary”), issued a press release announcing that the Company and the Subsidiary had settled their dispute with Bank of America, N.A. (the “Lender”) regarding a purported notice of default issued by the Lender on October 18, 2006 related to a Deed of Trust Note and Loan Agreement, each dated as of September 28, 2005.

     The dispute was the result of a contested curtailment demand by the Lender with respect to an acquisition and construction loan for the Company’s Commons at Bellemeade condominiums. As part of the settlement of the dispute, the Lender withdrew the previously issued notice of default and declared the Company to be in compliance with all obligations associated with the Company’s borrowings with the Lender.

Item 9.01 Financial Statements and Exhibits

Exhibit
Number	Description
99.1	Press Release by Comstock Homebuilding Companies, Inc. dated December 29, 2006

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 4, 2007

COMSTOCK HOMEBUILDING COMPANIES, INC.
By:	/s/ Jubal R. Thompson
	Jubal R. Thompson
	General Counsel and Secretary

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release by Comstock Homebuilding Companies, Inc. dated December 29, 2006

EX-99.1

EXHIBIT 99.1

Comstock and Bank of America Settle Dispute and Reach Agreement on Loan Modifications

RESTON, VA, Dec 29, 2006 (MARKET WIRE via COMTEX News Network) — Comstock Homebuilding Companies, Inc. (NASDAQ: CHCI) and its subsidiaries (collectively “Comstock” or the “Company”) today announced that it had settled the previously reported dispute with Bank of America (the “Bank”) related to the purported notice of default issued by Bank of America on October 18th, 2006. While the specific terms of the settlement were not disclosed, the Company reported that it had made a five million dollar principal curtailment on its unsecured line of credit with Bank of America and entered into loan modification agreements with respect to all remaining outstanding Bank of America loans to the Company whereby the maturity dates and curtailment requirements have been extended. As part of the settlement, the Bank withdrew the previously issued notice of default and declared the Company to be in compliance with all obligations associated with the Company’s borrowings with the Bank.

“We are pleased to have resolved this dispute in an amicable fashion,” said Christopher Clemente, Comstock’s Chairman and CEO. “We believe the modified terms of our Bank of America loans are better aligned with current real estate market conditions.”

About Comstock Homebuilding Companies, Inc.

Comstock is a production homebuilder that develops, builds, and markets single-family homes, townhouses, mid-rise condominiums, high-rise condominiums, mixed-use developments and condominium conversions. The Company currently markets its products under the Comstock brand in the Washington, D.C., Raleigh, North Carolina, Atlanta, Georgia and parts of the Carolinas. The company targets a diverse range of buyers of moderately priced homes. For more information on Comstock, please visit http://www.comstockhomebuilding.com.

This press release includes “forward-looking statements” within the meaning of the federal securities laws, which involve uncertainties and risks. These include statements regarding events or developments that the Company expects or anticipates will occur in the future, such as statements about the Company’s strategies to improve operating performance. Please refer to the Company’s prospectus and its other filings with the Securities and Exchange Commission for a complete discussion of these and other important factors that could cause results to differ materially from those projected by these forward-looking statements.