MAIL STOP 7010
							June 14, 2006

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

RE:	Comstock Homebuilding Companies, Inc.
	Registration Statement on Form S-3
	File No. 333-134485
	Filed: May 25, 2006
		Form 10-K for the fiscal year ended December 31, 2005

Dear Mr. Clemente:

      We have limited our review of your filing to those issues we
have addressed in our 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Selling Security Holders, page 18

1. Please describe the transaction(s) in which the selling
shareholders received their shares or warrants.  Please disclose
the
material terms of the escrow agreement entered into pursuant to
the
Purchase Agreement filed as exhibit 10.1.

2. Please describe any relationship that you had with any selling
shareholder during the past three years pursuant to Item 507 of
Regulation S-K.

3. If any selling shareholder is a broker-dealer or an affiliate
of a
broker-dealer, please identify it as such.  Please note that
selling
shareholders who are broker-dealers must be identified as
underwriters in the prospectus.  For selling shareholders that are
affiliates of broker-dealers, the prospectus must state that: (1)
the
sellers purchased in the ordinary course of business; and (2) at
the
time of purchase of the securities you are registering for resale,
the seller had no agreements or understandings, directly or
indirectly, with any person, to distribute the securities.  If you
are unable to make these statements in the prospectus, the
disclosure
must state that the sellers are also underwriters.

4. For any selling stockholders that are not natural persons and
not
a reporting company under the Exchange Act, a majority owned
subsidiary of a reporting company under the Exchange Act, or a
registered investment fund under the 1940 Act, you must identify
by
footnote or otherwise the natural person or persons having sole or
shared voting and investment control over the securities held by
the
beneficial owner.  See Interpretation 4S. of Regulation S-K Item
507
in the March 1999 supplement of the manual of publicly available
CF
telephone interpretations.

Plan of Distribution, page 20

5. To the extent that any successor(s) to the named selling
stockholder wish to sell under this prospectus, please be advised
that you must file a prospectus supplement identifying such
successors as selling stockholders.  Please revise your disclosure
to
state that a prospectus supplement will be filed in these
circumstances.

Use of Proceeds, page 21

6. Please disclose your intended use of proceeds for the funds
that
you receive upon exercise of the warrants.

Where You Can Find More Information, page 22

7. Please specifically incorporate by reference all reports filed
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
since
the end of fiscal ended December 31, 2005.  We note that you have
not
listed four current reports on Form 8-K that were filed since the
end
of fiscal 2005.  Please refer to Item 12(a)(2) of Form S-3.

Form 10-K for the fiscal year ended December 31, 2005
Note 19. Subsequent Events, page F-28

8. Please provide us with a comprehensive discussion of how you
determined that financial statements of Parker-Chandler Home, Inc.
were not required to be filed in accordance with Rule 3-05 of
Regulation S-X.  In this regard, please provide us with your tests
of
significance.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

      ?	should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to
the
filing;

      ?	the action of the Commission or the staff, acting
pursuant
to delegated authority, in declaring the filing effective, does
not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

      ?	the company may not assert staff comments and 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further

review before submitting a request for acceleration.  Please
provide
this request at least two business days in advance of the
requested
effective date.

      Please contact Patricia Armelin, Staff Accountant, at (202)
551-3747 or John Cash, Accounting Branch Chief, at (202) 551-3768.
Please contact Craig Slivka, Staff Attorney, at (202) 555-3729 or
the
undersigned Branch Chief who supervised review of your filings at
(202) 551-3767, with any other questions.

      Sincerely,


      Jennifer Hardy
      Branch Chief


cc:	Stephen Riddick, Esq.

Christopher Clemente
Comstock Homebuilding Companies, Inc.
Page 1 of 4



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE