FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported 		UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2011 
(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)
Amount (A) or (D) Price
Class A Common Stock   6/24/2011     G   25000   D $ 0   1774627   D    
Class A Common Stock   6/27/2011     G   2500   D $ 0   1772127   D    
Class A Common Stock   9/8/2011     G   25000   D $ 0   1747127   D    
Class A Common Stock   12/29/2011     G   25000   D $ 0   1722127   D    
Class A Common Stock                 10000   I   Custodian for Nicholas Schar Clemente   (1)
Class A Common Stock                 10000   I   Custodian for Michael Douglas Schar Clemente   (1)
Class A Common Stock                 10000   I   Custodian for Dylan Schar Clemente   (1)
Class A Common Stock                 10000   I   Custodian for Noah Fitzgerald Schar Clemente   (1)
Class A Common Stock                 10000   I   Custodian for Mary Madeline Schar Clemente   (1)
Class A Common Stock                 10000   I   Custodian for Haley Schar Clemente   (1)
Class A Common Stock                 104372   I   By Spouse  
Class A Common Stock                 69333   I   By FR 54, LLC   (2)
Class A Common Stock                 871258   I   By Stonehenge Funding, LC   (3)
Class B Common Stock                 1366750   I   By FR 54, LLC   (2)

Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY) 		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 at End of Issuer's Fiscal Year
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   $ 1                   (4) 12/31/2017   Class A Common Stock   25000   (5)   25000   I   By Spouse  
Stock Warrant (right to buy)   $ 0.70                 12/23/2009   (6) 3/14/2015   Class A Common Stock   25000     25000   I   By Spouse  
Stock Warrant (right to buy)   $ 0.86                 3/12/2010   3/14/2015   Class A Common Stock   55000   (7)   55000   I   By Comstock Asset Management, LC  

Explanation of Responses:
( 1)  The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for Section 16 or for any other purpose.
( 2)  These securities are owned directly by FR 54, LLC, a limited liability company wholly-owned by the Reporting Person.
( 3)  These securities are owned directly by Stonehenge Funding, LC, a limited liability company of which the majority is owned by the Reporting Person.
( 4)  The options vest in four annual equal installments, commencing on December 15, 2008.
( 5)  Granted in consideration for services performed by Tracy Schar, the Reporting Person's spouse.
( 6)  12/23/2009 is the date of exercise only if title to the warrants, due to forfeiture, revert back to the Reporting Person or Stonehenge Funding, LC. The exercise date and other warrant terms have been modified in a private agreement not involving the issuer.
( 7)  Granted to Comstock Asset Management, LC, a limited liability company wholly-owned by the Reporting Person, by the Issuer in connection with the cancellation and forgiveness of certain indebtedness.

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 R. Thompson, by power of attorney 2/1/2012
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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