SecProbe.io

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September 10, 2004

via U.S. mail and facsimile

Christopher Clemente
Chief Executive Officer
Comstock Homebuilding Companies, Inc.
11465 Sunset Hills Road, Suite 510
Reston, Virginia 20190

Re:	Comstock Homebuilding Companies, Inc.
	Form S-1
	File No. 333-118193

Dear Mr. Clemente:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you may
have about our comments or on any other aspect of our review.  Feel
free to call us at the telephone numbers listed at the end of this
letter.

General

1.	In your amended filing, please update the financial statements
presented and other related financial information.

2.	We note that you have omitted the price range and number of
shares for this offering.  To assist you in planning your offering,
please be advised that we will need to review the registration
statement with this information included prior to effectiveness.  We
ask that you provide this information and any other non-430A
information as soon as practicable to allow for our review.  In
addition, note that any preliminary prospectus that is circulated must
include all non-430A information, including a bona fide estimated
price range.

3.	Please provide us with copies of any graphics or photos you
intend to include in your prospectus.  Understand that we will review
these materials and may have comments on them.

Summary; pages 1-5

4.	We note your summary contains a lengthy description of the
company`s business and business strategy. Further, we note the
identical disclosure appears later in your prospectus. In the summary,
you are to carefully consider and identify those aspects of the
offering that are the most significant and determine how to best
highlight those points in clear, plain language. The summary should
not include a lengthy description of the company`s business and
business strategy. This detailed information is better suited for the
body of the prospectus. If you want to highlight key aspects of your
business strategy, consider listing these in a bullet-point format,
with one sentence per bullet point. See Item 503(a) of Regulation S-K
and part IV.C. of Securities Act Release No. 7497.

Summary Historical and Pro Forma Financial and Other Data, page 6

5.	Tell us why the backlog amounts on page 8 for 12/31/03 and
3/31/04 do not agree with the information presented in Note 13 on page
F-24.

Risk Factors, pages 9-21

6.	Discuss the potential risk of depreciating property values and
state the possible consequences of such a decline for your business.

7.	Please ensure that all of your risk factors clearly state a risk,
and that they provide sufficient (but not unnecessary) context so that
investors can understand the risk.  For example, the risk factor on
page 20 entitled "There may be conflicts of interest arising out of
relationships . . ." is vague, and doesn`t give investors a good sense
of this risk or its magnitude.

	The competitive conditions in the home building industry could
increase our costs . . ., page 11

8.	On page 11, estimate the number and size of your competitors in
each geographic market and state your relative competitive position in
order to give investors a better sense of the importance of this risk.

	Our significant level of debt could adversely affect our
financial condition . . . ,
	page 13

9. 	In discussing your level of indebtedness on page 13, express your
aggregate indebtedness as a percentage of equity.  In addition, please
state the amount currently devoted to servicing debt in both dollar
terms and as a percentage of revenue.  Provide estimates for these
figures following consolidation of debt with the proceeds of this
offering.

Use of Proceeds, page 23

10.	Please elaborate on the payments funded by proceeds of this
offering that you will make to related parties.  Please identify the
parties, the amounts to be paid, and the nature of the transactions in
which such amounts will be paid.

Corporate Consolidation, pages 24-26

11.	State the number of LLCs in which the minority interest is being
acquired, and clarify whether these interests are owned, directly or
indirectly, by any affiliates of the issuer .

12.	Please provide a brief explanation of your rationale for
maintaining Comstock Homes, Inc. as a distinct subsidiary of Comstock
Holding Co., Inc. in your reorganized corporate structure.

Capitalization, page 27

13.	Cash and cash equivalents should be segregated from debt and
equity.  The total capitalization amount should equal the sum of Notes
Payable, Minority Interest, and Stockholders` Equity.

MD&A, pages 41-54

Results of Operations, pages 45-49

14.	On page 45 under "Orders and Backlog" you indicate a backlog of
$63.5 million at 3/31/04 while in Note 13 on page F-24 you indicate a
backlog figure of $65.7 million.  Please provide the nature and
amounts to reconcile these two disclosures.

15.	Also on page 45 under "Revenues" you indicate the increase in
total revenue results from increased deliveries and revenue.  Wouldn`t
the increase relate to the increase in the average settlement revenue
and increased deliveries?  Did the significant price appreciation in
the Washington, DC market apply to all product categories compared to
2003?

16.	You indicate on page 45 under "Cost of Sales and Selling, General
and Administrative Expenses" that "costs of sales are capitalized and
released at settlement on a pro-rata basis."  On page F-12 you
indicate that other revenue not related to the sale of residential
property is recognized as services are provided.  Please confirm that
costs associated with the other revenue stream are not capitalized.

17.	In your discussion of the "Cost of Sales and Selling, General and
Administrative Expenses" on the first full paragraph on page 46,
please state whether the increase in staff salaries from 3/31/03 to
3/31/04 was due to hiring new employees or an increase in the salaries
of existing employees.  If the increase is due to additional hiring,
please state the number of positions created within that period.

18.	You also indicate on page 46 that the cost of sales includes
interest costs you incurred during the development phase and that low
interest rates between the three-month periods ended 3/31/03 and
3/31/04 contributed to a lower cost of sales percentage.  Given the
production periods previously disclosed we would assume that interest
rates during the production period were consistent and therefore do
not see how they could have contributed to a lower cost of sales as a
percentage of revenue.  Please tell us why this is relevant to the
decrease in cost of goods percentage.

19.	In addition to price appreciation impacting the cost of goods
percentage, discussed on page 45, wouldn`t the last sentence under
"Operating Income" on page 46 dealing with a more profitable mix of
product resulting from settlements of lots you developed as opposed to
lots you purchased from other developers have a significant impact on
the lower cost of goods percentage achieved during the three months
ended 3/31/04?  You should also provide the dollar impact of the
change in mix described.

20.	The increase in operating income discussed on page 46 appears to
result from increased home deliveries from 25 to 46 at appreciated
prices in addition to a change in the mix of the lot cost of units
sold that is partially offset by increases in SG&A.  Please revise to
discuss the impact of increased home deliveries and appreciated prices
on operating income.

21.	You indicate on page 46 under "income before minority interest"
the percentage change as an increase of 7.9% from 2003 to 2004.  The
change should be disclosed as 7.9 percentage points, as the change
expressed as a percentage change would be 92.9%.

22.	Revise your filing to address the nature of and reasons for
changes in other income (expense)-net and minority interest.

23.	You attribute an increase in average price per order for the year
ended December 31, 2003, to a shift in product mix on page 47, but
cite a shift in product mix and price appreciation for an increase in
average price per order for the year ended December 31, 2002, on page
48.  Please quantify the percentage of your growth that is
attributable to appreciation and that which is attributable to a shift
in product mix for 2002 and 2003.

24.	Please quantify and disclose the impact on upgrade elections
caused by lower interest rates discussed on page 47.  What portion of
the increase in the average settlement revenue was effected by upgrade
elections?

25.	On page 47 you indicate, "cost of sales is directly related to
revenue," however, your cost of sales percentage decreased to 75.2% in
2003 from 77.2% in 2002.  Tell us how cost of sales is directly
related to revenue in this situation.  Explanations provided relating
to extended construction and development periods and increases in per
unit labor costs would negatively impact the cost of sales percentage
in 2003.  Please quantify and disclose the impact on 2003 cost of
sales for these factors.

26.	You attribute improvements in operating margins on page 48 under
"Operating income" and "Income before Minority Interest" to selling,
general, and administrative expenses increasing at a slower rate than
increases in revenue.  We would assume that considerable leverage is
attainable on the fixed portion of your selling, general, and
administrative expenses.  Wouldn`t the increase in margin be
attributable to leverage gains in your fixed cost structure, increased
deliveries and price appreciation?  You historically have achieved
similar revenue levels on much lower levels of selling, general and
administrative expenses.

27.	On page 49 you indicate that the decrease in cost of sales
relates to a decrease in settlement activity.  Please disclose what
caused your cost of sales percentage to decline from 80.2% in 2001 to
77.2% in 2002.  You indicate that your cost of sales includes interest
that was previously capitalized.  Was the interest cost previously
capitalized and expensed in 2002 significantly lower than 2001?
Please disclose the impact of previously capitalized interest on 2002
results.

28.	Also on page 49 your cost of sales percentage declined by 3
percentage points not 3%, as a percentage change it would have
declined by 3.7%.  In the same sentence, you compare a fixed-dollar
increase in average settlement price to a percentage decrease in costs
of sales.  Please express this comparative information in consistent
terms.

29.	On page 49 under "Income before minority interest," your analysis
does not address the $2.3 million decline in income before minority
interest, which is labeled an "increase" in the following sentence.
While your cost of sales did improve by 3 percentage points, your
operating margin was flat compared to 2001.  Please disclose the
factors affecting the decline in income before minority interest.

Liquidity and Capital Resources, page 49-50

30.	On page 49-50 you indicate your initial source of cash flow as
the sale of equity securities.  Your statement of stockholders` equity
on page F-9 reflects only one sale of equity securities (the formation
of Sunset) during the past three years.  Please tell us how the sale
of securities has been a significant source of capital to the company.

	Limited Liability Companies and Minority Interest Members, page
50

31.	On page 24, you state that you are the majority owner of eleven
LLCs and that you are the sole owner of seven LLCs.  Please explain
why you discuss only three minority interest LLCs in this discussion
of your liquidity.  Are these the only LLCs that are a significant
source of liquidity?  Are these the LLCs whose minority interests you
propose to acquire with proceeds of this offering?

Credit Facilities, pages 50-52

32.	Please disclose the range of pre-determined return to which
minority members are entitled in the second bullet point in this
discussion.  Also discuss the cash expense and range of pre-determined
rate of return to repurchase the minority interest in the LLC.

33.	You indicate on page 50 that you had approximately $33.3 million
available under existing secured revolving and construction loans for
planned development expenditures.  Please tell us the basis for this
disclosure.  Your Note 9 on page F-21 does not provide sufficient
information to determine this amount.

34.	You indicate on page 50 that "a majority" of debt on your secured
credit facility is "based on" LIBOR or the prime rate.  Please
clarify; for example, disclose the range of basis points that are
added to LIBOR or prime to arrive at the interest rates.  Please also
state the interest rate range in effect under your various credit
facilities as of a recent date.

35.	On page 51 you disclose typical covenants of your project loan
agreements.  Please disclose the typical equity levels required and
leverage ratios you are required to adhere to.  You also indicate you
"believe" you are in compliance with these financial covenants,
information disclosed in Note 9 on page F-21 states that you were in
compliance.  Please state whether you are in compliance with the
financial covenants set forth in the agreements and also disclose the
consequences of non-compliance with these covenants.

36.	Also on page 51 you indicate that you are required to obtain
guaranties from the "parent primary holding company" as well as
principal`s of the company.  Please tell us who is the parent primary
holding company.  In addition, you disclose total guarantees of $49.6
million under your credit facilities.  Tell us how this amount of
guarantees relates to the information disclosed on F-24 indicating the
company has guaranteed approximately $8.9 million of loans.  You
indicate the guarantees are made for the credit facility as well as
your project based credit facilities.  Please disclose the amount of
guarantees related to your credit facility separate from your project
based credit facilities.

Cash Flow, page 52

37.	On page 52 the net cash (used)/provided for the first quarter of
2004 and 2003 should be stated in millions or add zeros to properly
reflect the amounts.

Contractual Obligations and Commercial Commitments, page 53

38.	Your contractual obligations and commercial commitments schedule
on page 53 indicate the information is as of March 31, 2004, yet the
lead in to the table indicates the information is as of December 31,
2003.  Please present the information as of your yearend.

39.	You also indicate that the entire balance of your notes payable
is due in less than one year.  The information provided on page F-20
in Note 9 indicates due dates through 2007.  Please amend the table to
reflect the dates provided on page F-20 or tell us why the schedule
would not reflect the due date information provided.

Quantitative and Qualitative Disclosures About Market Risk

40.	You indicate on page 54 under "Quantitative and Qualitative
Disclosures about Market Risk" that you historically enter into
forward fixed price contracts to mitigate the market risks of price
fluctuation of commodities.  If such agreements exist at 12/31/03
please enter the information as part of your purchase commitment
disclosure in