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 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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

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 (Month/Day/Year) 03/31/2011 (Street) RESTON, VA 20190 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 03/31/2011   A   400,000 A $ 0 1,799,627 D   Class A Common Stock               10,000 I Custodian for Nicholas Schar Clemente (1) Class A Common Stock               10,000 I Custodian for Michael Douglas Schar Clemente (1) Class A Common Stock               10,000 I Custodian for Dylan Schar Clemente (1) Class A Common Stock               10,000 I Custodian for Noah Fitzgerald Schar Clemente (1) Class A Common Stock               10,000 I Custodian for Mary Madeline Schar Clemente (1) Class A Common Stock               10,000 I Custodian for Haley Schar Clemente (1) Class A Common Stock               104,372 I By Spouse Class A Common Stock               69,333 I By FR 54, LLC (2) Class A Common Stock               871,258 I By Stonehenge Funding, LC (3) Class B Common Stock               1,366,750 I By FR 54, LLC (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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)

$ 1

(4)

12/31/2017

Class A Common Stock

25,000 (5)

25,000

I

By Spouse

Stock Warrant (right to buy)

$ 0.7

12/23/2009(6)

03/14/2015

Class A Common Stock

25,000

25,000

I

By Spouse

Stock Warrant (right to buy)

$ 0.86

03/12/2010

03/14/2015

Class A Common Stock

55,000 (7)

55,000

I

By Comstock Asset Management, LC

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		04/26/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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