FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Clemente Christopher 		2. Issuer Name and Ticker or Trading Symbol

Comstock Homebuilding Companies, Inc. [ CHCI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

11465 SUNSET HILLS ROAD FOURTH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/12/2010
(Street)

RESTON, VA 20190
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock                  1454627   D    
Class A Common Stock                  1000   I   Custodian for Nicholas Schar Clemente  
Class A Common Stock                  1000   I   Custodian for Michael Douglas Schar Clemente  
Class A Common Stock                  1000   I   Custodian for Dylan Schar Clemente  
Class A Common Stock                  1000   I   Custodian for Noah Fitzgerald Schar Clemente  
Class A Common Stock                  1000   I   Custodian for Mary Madeline Schar Clemente  
Class A Common Stock                  96243   I   By Spouse  
Class A Common Stock                  69333   I   By FR 54, LLC   (1)
Class B Common Stock                  1366750   I   By FR 54, LLC   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   $23.90   12/31/2007     D         41096    12/31/2006   7/5/2015   Class A Common Stock   41096   $0   (1) 0   D    
Employee Stock Option (right to buy)   $1.00   12/31/2007     A      25000         (2) 12/31/2017   Class A Common Stock   25000   $0   (3) 25000   I   By Spouse  
Stock Warrant (right to buy)   $0.70   2/12/2010     D         500000    12/23/2009   3/14/2015   Class A Common Stock   500000   $0   (4) (5) 1000000   I   By Stonehenge Funding, LC  

Explanation of Responses:
( 1)  The Reporting Person received no consideration for the cancellation.
( 2)  The options vest in four annual equal installments, commencing on December 15, 2008.
( 3)  Granted in consideration for services performed by Tracy Schar, the Reporting Person's spouse.
( 4)  As disclosed in Form 8-K/A filed with the Securities and Exchange Commission on January 5, 2010: On December 23, 2009, Stonehenge Funding, LC (the "Subordinate Lender"), an entity wholly-owned by Christopher Clemente, the Chairman and Chief Executive Officer of Comstock Homebuilding Companies, Inc. (the "Company"), completed the purchase of that certain senior unsecured note in the current outstanding amount of approximately $9,000,000.00, plus accrued and unpaid interest, as more particularly described in that certain Amended and Restated Indenture between the Company and JP Morgan Ventures ("JPMV") dated March 14, 2008 (the "JP Morgan Debt"). (Continued to footnote 5)
( 5)  The purchase of the JP Morgan Debt also resulted in the transfer to the Subordinate Lender of a warrant previously issued to JPMV for the purchase of one million five hundred thousand (1,500,000) shares of the Company's Class A Common Stock. On February 12, 2010, Stonehenge entered into an agreement with the Company pursuant to which it relinquished its warrant for the purchase of 1,500,000 shares and received in exchange a warrant for the purchase of 1,000,000 shares. Stonehenge received no consideration for the relinquishment.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Clemente Christopher
11465 SUNSET HILLS ROAD FOURTH FLOOR
RESTON, VA 20190 		X X Chairman and CEO

Signatures
/s/ Jubal Thompson, by power of attorney 2/15/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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