corresp
Comstock Homebuilding Companies, Inc.
11465 Sunset Hills Road, Suite 510
Reston, Virginia 33614
June 30, 2006
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention: Jennifer Hardy, Branch Chief
Mail Stop 7010
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Re: |
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Comstock Homebuilding Companies, Inc. |
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Registration Statement on Form S-3
Commission File No. 333-134485 |
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Acceleration Request
Requested Date: |
July 5, 2006 |
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Requested Time: |
4:00 p.m. Eastern Standard Time or soon thereafter as practical |
Dear Ms. Hardy:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Comstock
Homebuilding Companies, Inc. (the Registrant) hereby requests that the U.S. Securities and Exchange Commission
(the Commission) take appropriate action to declare the above-captioned Registration Statement on Form S-3
(No. 333-134485) (the Registration Statement), originally filed with the Commission on May 25, 2006, effective
at the Requested Date and Requested Time set forth above.
Since the date of the latest financial data presented in the Registration Statement, as amended, and the Prospectus
constituting a part thereof, there has been no material change in the operating or financial condition of the
Registrant that is not disclosed in the Prospectus and made a part of the Registration Statement, as amended.
In connection with this acceleration request, the Registrant hereby acknowledges that:
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should the Commission or the staff, acting in pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing; |
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the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the
filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and |
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the Registrant may not assert the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States. |
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Sincerely, |
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Comstock
Homebuilding Companies, Inc. |
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/s/ Jubal Thompson |
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Jubal Thompson |
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Secretary and General Counsel |