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): July 15, 2008 (July 9, 2008)

Comstock Homebuilding Companies, Inc.

(Exact Name of Registrant as Specified in its Charter)

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

11465 SUNSET HILLS ROAD, FIFTH FLOOR

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):

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

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

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

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

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On January 15, 2008, Comstock Homebuilding Companies (the “Company”) announced that the Company received notice from The Nasdaq Stock Market (“NASDAQ”) stating that for 30 consecutive business days the Company’s common stock has closed below the minimum $1.00 per share requirement for continued inclusion under Marketplace Rule 4450(a)(5) (the “Rule”). In accordance with Marketplace Rule 4450(e)(2), the Company was provided 180 calendar days, or until July 7, 2008, to regain compliance.

The Company did not regain compliance with the Rule by July 7, 2008. As a result, on July 9, 2008, the Company received a Staff Determination letter (the “Staff Determination”) from NASDAQ that the Company’s stock was to be delisted from the NASDAQ Global Market. The Company was advised that unless the Company requested an appeal of the NASDAQ determination, trading of the Company’s common stock would be suspended at the opening of business on July 18, 2008, and a Form 25-NSE would be filed with the Securities and Exchange Commission.

Pursuant to the procedures set forth in the Nasdaq Marketplace Rule 4800 Series, the Company intends to request a hearing to appeal the Staff Determination to a Listings Qualifications Panel (the “Panel”). The Company will be required to provide a plan to regain compliance to the Panel at the hearing. There can be no assurance that the Panel will grant the Company’s request for continued listing. During the appeal process, the Company’s common stock will continue to trade on the NASDAQ Global Market.

On July 15, 2008, the Company issued the press release regarding the Notice from NASDAQ, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release by Comstock Homebuilding Companies, Inc., dated July 15, 2008

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: July 15, 2008

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

EXHIBIT INDEX

Exhibit Number
99.1	Press Release by Comstock Homebuilding Companies, Inc., dated July 15, 2008

EX-99.1

Exhibit 99.1

Contact: Bruce Labovitz

pressrelease@comstockhomes.com

703.230.1131

COMSTOCK HOMEBUILDING COMPANIES, INC. REQUESTS AN APPEAL HEARING AFTER

RECEIVING NOTICE OF DELISTING FROM NASDAQ

RESTON, VA — (Marketwire – July 15, 2008) – Comstock Homebuilding Companies, Inc. (NASDAQ: CHCI) (“Comstock” or the “Company”) today announced that on July 9, 2008 it received notice (“Notice”) from The Nasdaq Stock Market (“NASDAQ”) that its stock was to be delisted from the NASDAQ Global Market as a result of the Company having not regained compliance with Marketplace Rule 4450(a)(5). Pursuant to the Nasdaq Marketplace Rule 4800 Series, the Company has requested a hearing to appeal the NASDAQ determination to a Listings Qualifications Panel (“Panel”). A hearing request by the Company automatically postpones the delisting of the Company’s securities. Panels have generally viewed a reverse stock split as the only definitive plan acceptable to resolve a bid price deficiency but recently, however, the authority of the Panel to grant additional time to companies was modified so that a Panel could allow up to 180 calendar days from the date of the Notice for companies to undertake various other actions to regain compliance. The Company was first advised of its non-compliance on January 9, 2008. In accordance with Marketplace Rule 4450(e)(2) the Company was given 180 calendar days, or until July 7, 2008, to regain compliance.

About Comstock Homebuilding Companies, Inc.

Established in 1985, Comstock Homebuilding Companies, Inc. is a publically traded, diversified real estate development firm with a focus on affordably priced for-sale residential products. Comstock builds and markets single-family homes, townhouses, mid-rise condominiums, high-rise condominiums, mixed-use urban communities and active adult communities. The company currently markets its products under the Comstock Homes brand in the Washington, D.C.; Raleigh, North Carolina; and Atlanta, Georgia metropolitan areas. Comstock Homebuilding Companies Inc. trades on Nasdaq under the symbol CHCI. For more information on the Company or it projects please visit www.comstockhomebuilding.com.

Cautionary Statement Regarding Forward-Looking Statements

This release contains “forward-looking” statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause actual future results to differ materially from those projected or contemplated in the forward-looking statements. Additional information concerning these and other important risks and uncertainties can be found under the heading “Risk Factors” in the Company’s most recent form 10-K, as filed with the Securities and Exchange Commission on March 24, 2008. Comstock specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.