AMERICAN COMMUNITY PROPERTIES TRUST, 10-Q, 2000-08-14

AMERICAN COMMUNITY PROPERTIES TRUST
10-Q, 2000-08-14
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

/X/	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000, OR
/ /	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO _________________

Commission file number 1-14369

AMERICAN COMMUNITY PROPERTIES TRUST
(Exact name of registrant as specified in its charter)

MARYLAND
(State or other jurisdiction of incorporation or organization)

52-2058165
(I.R.S. Employer Identification No.)

222 Smallwood Village Center
St. Charles, Maryland 20602
(Address of principal executive offices)(Zip Code)
(301) 843-8600
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days.

Yes /X/ No / /

Indicate the number of shares outstanding of each of the issuer's classes of stock, as of the latest practicable date.

5,191,554 Common Shares

AMERICAN COMMUNITY PROPERTIES TRUST
FORM 10-Q
INDEX

		Page Number
PART I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Statements of Income for the Six Months Ended June 30, 2000 and 1999 (Unaudited)	3
	Consolidated Statements of (Loss) Income for the Three Months Ended June 30, 2000 and 1999 (Unaudited)	4
	Consolidated Balance Sheets at June 30, 2000 (Unaudited) and December 31, 1999 (Audited)	5
	Consolidated Statements of Cash Flow for the Six Months Ended June 30, 2000 and 1999 (Unaudited)	7
	Consolidated Statements of Cash Flow for the Three Months Ended June 30, 2000 and 1999 (Unaudited)	8
	Notes to Consolidated Statements (Unaudited)	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations for the Six and Three Month Periods Ended June 30, 2000 and 1999	20
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	25
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 2	Material Modifications of Rights of Registrant's Securities	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Submission of Matters to a Vote of Security Holders	27
Item 5.	Other Information	28
Item 6.	Exhibits and Reports on Form 8-K	28
	Signatures	29

AMERICAN COMMUNITY PROPERTIES TRUST CONSOLIDATED STATEMENTS OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, (In thousands, except per share amounts) (Unaudited)

	2000	1999

Revenues
Community development-land sales
Non-affiliates	$ 5,379	$ 7,520
Affiliates	-	1,073
Equity in earnings from partnerships and developer fees	1,214	846
Rental property revenues	4,746	4,554
Management and other fees, substantially all from related entities	1,496	1,648
Interest and other income	814	468
Total revenues	13,649	16,109

Expenses
Cost of land sales, including costs of sales to affiliates of
$0 and $859, respectively	3,850	4,910
Selling and marketing	27	109
General and administrative	3,019	3,019
Interest expense	980	826
Rental properties expense:
Operating	1,858	1,835
Interest	1,244	1,256
Depreciation and amortization	908	891
Depreciation and amortization	83	96
Preferred offering and spin-off costs	-	369
Total expenses	11,969	13,311

Income before provision for income taxes and minority interest	1,680	2,798
Provision for income taxes	1,087	814

Income before minority interest	593	1,984
Minority interest	(125)	(206)
Net income	$ 468	$ 1,778
Basic and fully diluted net income per share	$ 0.09	$ 0.34
Weighted average shares outstanding	5,192	5,192





The accompanying notes are an integral part of these consolidated statements.

AMERICAN COMMUNITY PROPERTIES TRUST CONSOLIDATED STATEMENTS OF (LOSS) INCOME FOR THE THREE MONTHS ENDED JUNE 30, (In thousands, except per share amounts) (Unaudited)

	2000	1999

Revenues
Community development-land sales
Non-affiliates	$ 1,064	$ 6,991
Affiliates	-	535
Equity in earnings from partnerships and developer fees	474	398
Rental property revenues	2,419	2,297
Management and other fees, substantially all from related entities	748	825
Interest and other income	484	240
Total revenues	5,189	11,286

Expenses
Cost of land sales, including costs of sales to affiliates of
$0 and $420, respectively	977	4,202
Selling and marketing	15	47
General and administrative	1,513	1,581
Interest expense	553	392
Rental properties expense:
Operating	939	976
Interest	624	627
Depreciation and amortization	454	440
Depreciation and amortization	41	47
Preferred offering and spin-off costs	-	350
Total expenses	5,116	8,662

Income before provision for income taxes and minority interest	73	2,624
Provision for income taxes	474	751

(Loss) income before minority interest	(401)	1,873
Minority interest	(58)	(104)
Net (loss) income	$ (459)	$ 1,769
Basic and fully diluted net (loss) income per share	$ (0.09)	$ 0.34
Weighted average shares outstanding	5,192	5,192





The accompanying notes are an integral part of these consolidated statements.

AMERICAN COMMUNITY PROPERTIES TRUST CONSOLIDATED BALANCE SHEETS (In thousands) ASSETS

	June 30,	December 31,
	2000	1999
	(Unaudited)	(Audited)
Cash and Cash Equivalents
Unrestricted	$ 1,565	$ 5,186
Restricted	849	786
	2,414	5,972
Assets Related to Investment Properties
Operating properties, net of accumulated depreciation of
$24,512 and $23,963, respectively	36,092	36,399
Investment in unconsolidated rental property partnerships, net of
Deferred income of $1,122 and $1,369, respectively	7,284	6,655
Investment in unconsolidated commercial property partnerships	5,169	4,996
Other receivables, net of reserves of $222 and $239, respectively	4,742	4,291
	53,287	52,341
Assets Related to Community Development
Land and development costs
Puerto Rico	28,956	25,142
St. Charles, Maryland	28,795	28,842
Notes receivable on lot sales and other	7,262	6,168
	65,013	60,152
Assets Related to Homebuilding
Investment in joint venture	11	143
	11	143
Other Assets
Receivables and other	2,752	2,406
Property, plant and equipment, less accumulated depreciation
of $1,980 and $1,944, respectively	396	394
	3,148	2,800
Total Assets	$ 123,873	$ 121,408









The accompanying notes are an integral part of these consolidated statements.

AMERICAN COMMUNITY PROPERTIES TRUST CONSOLIDATED BALANCE SHEETS (In thousands) LIABILITIES AND SHAREHOLDERS' EQUITY

	June 30,	December 31,
	2000	1999
	(Unaudited)	(Audited)

Liabilities Related to Investment Properties
Recourse debt	$ 847	$ 882
Non-recourse debt	37,937	38,188
Accounts payable, accrued liabilities and deferred income	2,979	3,287
	41,763	42,357

Liabilities Related to Community Development
Recourse debt	48,612	42,497
Accounts payable and accrued liabilities	3,229	2,469
Deferred income	14	31
	51,855	44,997

Other Liabilities
Accounts payable and accrued liabilities	2,453	3,538
Notes payable and capital leases	318	376
Due to affiliate	-	2,302
Accrued income tax liability-current	1,274	2,190
Accrued income tax liability-deferred	3,503	3,411
	7,548	11,817
Total Liabilities	101,166	99,171

Shareholders' Equity
Common shares, $.01 par value, 10,000,000 shares authorized,
5,191,544 shares issued and outstanding	52	52
Additional paid-in capital	18,194	18,192
Retained earnings	4,461	3,993
Total Shareholders' Equity	22,707	22,237
Total Liabilities and Shareholders' Equity	$ 123,873	$ 121,408






The accompanying notes are an integral part of these consolidated statements.

AMERICAN COMMUNITY PROPERTIES TRUST CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE SIX MONTHS ENDED JUNE 30, (In thousands) (Unaudited)

	2000	1999
Cash Flows from Operating Activities
Net income	$ 468	$ 1,778
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization	991	987
Provision (benefit) for deferred income taxes	92	(270)
Equity in earnings from unconsolidated partnerships and developer fees	(1,250)	(564)
Distributions from unconsolidated partnerships	178	1,910
Cost of sales-community development	3,850	4,910
Equity in losses (earnings) from homebuilding joint venture	36	(282)
Distributions from homebuilding joint venture	96	575
Changes in notes and accounts receivable	(1,545)	(4,821)
Changes in accounts payable, accrued liabilities and deferred income	(3,570)	873
Net cash (used in) provided by operating activities	(654)	5,096

Cash Flows from Investing Activities
Investment in land development	(7,617)	(4,389)
Change in investments related to unconsolidated rental property partnerships	443	(115)
Change in investments related to unconsolidated commercial property partnerships	(173)	2
Change in restricted cash	(63)	401
Additions to rental operating properties, net	(841)	(906)
(Acquisitions) dispositions of other assets	(431)	330
Net cash used in investing activities	(8,682)	(4,677)

Cash Flows from Financing Activities
Cash proceeds from debt financing	15,983	3,081
Payment of debt	(10,268)	(4,426)
Net cash provided by (used in) financing activities	5,715	(1,345)

Net Decrease in Cash and Cash Equivalents	(3,621)	(926)
Cash and Cash Equivalents, Beginning of Year	5,186	2,903
Cash and Cash Equivalents, June 30	$ 1,565	$ 1,977





The accompanying notes are an integral part of these consolidated statements.

AMERICAN COMMUNITY PROPERTIES TRUST CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE THREE MONTHS ENDED JUNE 30, (In thousands) (Unaudited)

	2000	1999
Cash Flows from Operating Activities
Net (loss) income	$ (459)	$ 1,769
Adjustments to reconcile net (loss) income to net cash (used in) provided by
operating activities:
Depreciation and amortization	495	487
Provision for deferred income taxes	30	128
Equity in earnings from unconsolidated partnerships and developer fees	(501)	(281)
Distributions from unconsolidated partnerships	53	149
Cost of sales-community development	977	4,202
Equity in losses (earnings) from homebuilding joint venture	27	(121)
Distributions from homebuilding joint venture	96	275
Changes in notes and accounts receivable	(470)	(4,685)
Changes in accounts payable, accrued liabilities and deferred income	(2,316)	965
Net cash (used in) provided by operating activities	(2,068)	2,888

Cash Flows from Investing Activities
Investment in land development	(3,421)	(3,015)
Change in investments related to unconsolidated rental property partnerships	89	(66)
Change in investments related to unconsolidated commercial property partnerships	(13)	2
Change in restricted cash	(35)	185
Additions to rental operating properties, net	(315)	(282)
(Acquisitions) dispositions of other assets	(212)	450
Net cash used in investing activities	(3,907)	(2,726)

Cash Flows from Financing Activities
Cash proceeds from debt financing	9,153	1,895
Payment of debt	(3,578)	(1,598)
Net cash provided by financing activities	5,575	297

Net (Decrease) Increase in Cash and Cash Equivalents	(400)	459
Cash and Cash Equivalents, March 31	1,965	1,518
Cash and Cash Equivalents, June 30	$ 1,565	$ 1,977





The accompanying notes are an integral part of these consolidated statements.

AMERICAN COMMUNITY PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(Unaudited)

(1)

ORGANIZATION

American Community Properties Trust ("ACPT" or the "Company") was formed on March 17, 1997 as a real estate investment trust under Article 8 of the Maryland Trust Law. ACPT was formed to succeed to most of Interstate General Company L.P.'s ("IGC" or "Predecessor") real estate operations.

On October 5, 1998 IGC transferred to ACPT the common shares of four subsidiaries that collectively comprised the majority of the principal real estate operations and assets of IGC. In exchange, ACPT issued to IGC 5,207,954 common shares of ACPT, all of which were distributed ("the Distribution") to the partners of IGC. IGC distributed to its partners the 5,207,954 shares of common stock of ACPT, resulting in the division of IGC's operations into two companies. The shares were distributed on a basis of one ACPT share for every two IGC Units and a proportionate share to IGC's general partners.

ACPT is a self-managed holding company that is expected to be taxed as a partnership. The Company is primarily engaged in the investment of rental properties, community development and management services. These operations are concentrated in the Washington, D.C. metropolitan area and Puerto Rico and are carried out through American Rental Properties Trust ("American Rental"), American Rental Management Company ("American Management"), American Land Development U.S., Inc. ("American Land") and IGP Group Corp. ("IGP Group") and their subsidiaries.

(2)

BASIS OF PRESENTATION AND PRINCIPLES OF ACCOUNTING

The accompanying consolidated financial statements include the accounts of American Community Properties Trust and its majority owned subsidiaries and partnerships, after eliminating all intercompany transactions. All of the entities included in the consolidated financial statements are hereinafter referred to collectively as the "Company" or "ACPT".

The accompanying consolidated financial statements are unaudited but include all adjustments (consisting of normal recurring adjustments) which the Company's management considers necessary for a fair presentation of the results of operations for the interim periods. Certain account balances in the 1999 financial statements have been reclassified to conform to the 2000 presentation. The operating results for the six months ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year. Net income per share is calculated based on weighted average shares outstanding. Diluted earnings per share for the three and six months ended June 30, 2000 and 1999 do not differ from basic earnings per share.

These unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles ("GAAP") have been condensed or omitted. While Management believes that the disclosures presented are adequate to make the information not misleading, it is suggested that these financial statements be read in conjunction with the financial statements and the notes included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 1999.

(3)

INVESTMENT IN UNCONSOLIDATED PARTNERSHIPS

Housing Partnerships

The following information summarizes financial data and principal activities of unconsolidated housing partnerships which the Company accounts for under the equity method. The information is presented to segregate the two projects undergoing condominium conversion from the operating properties (in thousands):

		Projects
	Operating	Under Condo
	Properties	Conversion	Total
Summary Financial Position:
Total Assets
June 30, 2000	$ 91,567	$ 7,770	$ 99,337
December 31, 1999	93,709	18,330	112,039
Total Non-Recourse Debt
June 30, 2000	102,863	3,389	106,252
December 31, 1999	103,935	17,428	121,363
Total Other Liabilities
June 30, 2000	9,780	4,771	14,551
December 31, 1999	11,003	4,996	15,999
Total Deficit
June 30, 2000	(21,076)	(390)	(21,466)
December 31, 1999	(21,229)	(4,094)	(25,323)
Company's Investment
June 30, 2000	7,033	251	7,284
December 31, 1999	6,655	-	6,655

Summary of Operations:
Total Revenue
Three Months Ended June 30, 2000	6,984	6,754	13,738
Three Months Ended June 30, 1999	6,825	8	6,833
Six Months Ended June 30, 2000	13,770	15,523	29,293
Six Months Ended June 30, 1999	13,604	15	13,619
Net Income (Loss)
Three Months Ended June 30, 2000	324	1,351	1,675
Three Months Ended June 30, 1999	356	(436)	(80)
Six Months Ended June 30, 2000	612	3,703	4,315
Six Months Ended June 30, 1999	664	(892)	(228)
Company's recognition of equity in earnings
And developer fees
Three Months Ended June 30, 2000	304	197	501
Three Months Ended June 30, 1999	278	-	278
Six Months Ended June 30, 2000	552	698	1,250
Six Months Ended June 30, 1999	565	-	565

		Projects
	Operating	Under Condo
	Properties	Conversion	Total

Summary of Cash Flows:
Cash flows from operating activities
Three Months Ended June 30, 2000	607	5,833	6,440
Three Months Ended June 30, 1999	1,075	(3,441)	(2,366)
Six Months Ended June 30, 2000	1,480	13,693	15,173
Six Months Ended June 30, 1999	2,861	(5,810)	(2,949)
Company's share of cash flows from
Operating activities
Three Months Ended June 30, 2000	159	2,916	3,075
Three Months Ended June 30, 1999	288	(1,720)	(1,432)
Six Months Ended June 30, 2000	346	6,846	7,192
Six Months Ended June 30, 1999	909	(2,905)	(1,996)
Operating cash distributions
Three Months Ended June 30, 2000	221	-	221
Three Months Ended June 30, 1999	507	-	507
Six Months Ended June 30, 2000	406	-	406
Six Months Ended June 30, 1999	4,749	-	4,749
Company's share of operating cash distributions
Three Months Ended June 30, 2000	53	-	53
Three Months Ended June 30, 1999	64	-	64
Six Months Ended June 30, 2000	178	-	178
Six Months Ended June 30, 1999	1,825	-	1,825

The unconsolidated rental properties partnerships as of June 30, 2000 include 15 partnerships owning 3,767 rental units in 18 apartment complexes and two partnerships owning two complexes of 392 units converted to condominiums of which 120 units remain in inventory. These complexes are owned by Alturas Del Senorial Associates Limited Partnership, Bannister Associates Limited Partnership, Bayamon Gardens Associates Limited Partnership, Brookside Gardens Limited Partnership, Carolina Associates Limited Partnership, Colinas de San Juan Associates Limited Partnership, Crossland Associates Limited Partnership, Essex Apartments Associates Limited Partnership, Huntington Associates Limited Partnership, Jardines de Caparra Associates Limited Partnership, Lakeside Apartments Limited Partnership, Monserrate Associates Limited Partnership, Monte de Oro Associates Limited Partnership, New Center Associates Limited Partnership, San Anton Associates Limited Partnership, Turabo Limited Dividend Partnership and Valle del Sol Limited Partnership. The Company holds a general partner interest in these partnerships and generally shares in zero to 5% of profits, losses and cash flow from operations until such time as the limited partners have received cash distributions equal to their capital contributions. Thereafter, the Company generally shares in 50% of cash distributions from operations. Pursuant to the partnership agreements, the general partners of the unconsolidated partnerships are prohibited from selling or refinancing the apartment complexes without majority limited partner approval. Due to the absence of control and non-majority ownership, these partnerships are accounted for under the equity method of accounting.

During 1997, the rental complexes owned by Monte de Oro and New Center were refinanced to provide distributions to their partners and funds to convert the rental units into condominiums. The conversion is complete and during the six months end June 30, 2000 188 sales closed. The remaining condominium units are under contract for sale.

Homebuilding Joint Venture

The Company holds a 50% joint venture interest in Escorial Builders S.E. ("Escorial Builders"). Escorial Builders was formed in 1995 to purchase lots from the Company and construct homes for resale. It purchased land to construct 118 units in 1997 and land to construct 98 units in 1996. The profit on these lots was deferred until sold by Escorial Builders to a third party. As of December 31, 1999, all of the homes were sold to third parties. The Company's share of the income and its investment are included with ACPT's assets related to homebuilding in the accompanying consolidated financial statements. The following tables summarize Escorial Builders' financial information (in thousands):

SUMMARY OF FINANCIAL POSITION:
	As Of
	June 30,	December 31,
	2000	1999

Total assets	$ 22	$ 316
Total liabilities	-	30
Total equity	22	286
Company's investment	11	143

SUMMARY OF OPERATIONS:
	For the Six Months		For the Three Months
	Ended June 30,		Ended June 30,
	2000	1999	2000	1999

Total revenue	$ 2	$ 9,221	$ 1	$ 3,952
Net (loss) income	(72)	565	(52)	244
Company's recognition of equity
in (losses) earnings	(36)	282	(27)	121

SUMMARY OF OPERATING
CASH FLOWS:
	For the Six Months		For the Three Months
	Ended June 30,		Ended June 30,
	2000	1999	2000	1999

Cash flows from operating
Activities	$ (18)	$ 7,677	$ (12)	$ 3,451
Company's share of cash flows
from operating activities	(9)	3,839	(6)	1,726
Operating cash distributions	192	1,150	192	550
Company's share of operating cash
Distributions	96	575	96	275

Commercial Land Lease Partnership

In December 1998, the Company obtained a limited partner interest in ELI, S.E. ("ELI"), a partnership formed for the purpose of constructing a building to lease to the State Insurance Fund of the Government of Puerto Rico. ACPT contributed the land in exchange for $700,000 and a 27.82% ownership interest with a 48% interest in future cash flow generated by the thirty-year lease of the building. The building was completed and the tenant moved in during July 2000. As of June 30,2000, the partnership has no operating income or cash flow. The following tables summarize ELI's financial information (in thousands):

SUMMARY OF FINANCIAL POSITION:
	As Of
	June 30,	December 31,
	2000	1999

Total assets	$ 31,029	$ 31,188
Total liabilities	27,518	27,675
Total equity	3,511	3,513
Company's investment	5,169	4,996

(4)

DEBT

The Company's outstanding debt is collateralized primarily by land, land improvements, housing, receivables, investments in partnerships, and rental properties. The following table summarizes the indebtedness of the Company at June 30, 2000 and December 31, 1999 (in thousands):

	Maturity	Interest		Outstanding
	Dates	Rates (a)		June 30,	December 31,
	From/To	From/To		2000	1999
Related to community development:
Recourse debt	09-30-00/	P+1%/	(b,c)	$ 48,612	$ 42,497
	08-02-09	P+2.5%
Related to investment properties:
Recourse debt	Demand	8.79%		847	882
Non-recourse debt	10-01-19/	6.85%/		37,937	38,188
	10-01-28	8.5%
General:
Recourse debt	02-01-01/	5.9%/		318	376
	07-04-05	18.5%
Total debt				$ 87,714	$ 81,943

P = Prime lending interest rate.

Approximately $11,000,000 of this debt requires additional interest payments on each annual anniversary date. The amount due is 2.5% of the outstanding balance in 2000, and increases 1/2% each year thereafter, through 2003.

Approximately $616,000 of this debt is due and payable September 30, 2000.

ACPT's loans contain various financial, cross-collateral, cross-default, technical and restrictive provisions; the most significant of which requires the Company and IGC together to maintain a ratio of combined aggregate liabilities to combined tangible net worth of no greater than three to one and seven and a half to one for the Company by itself. The material negative covenants require ACPT to obtain prior approval before incurring any liens on its assets or incurring any additional indebtedness. ACPT is prohibited from making distributions in excess of the minimum distributions required by ACPT's Declaration of Trust without prior lender approval. Lender approval is also required prior to LDA making cash distributions in excess of distributions to pay income taxes on LDA generated taxable income unless certain cash flow conditions exist that provide adequate working capital for debt service and operations for the following twelve months. Lender approval is required prior to ACPT making any guarantee or loan out of the normal course of business. ACPT is prohibited from selling or disposing substantially all of its assets outside the ordinary course of business or entering into any significant new line of business. LDA may not enter into any transaction with any affiliate out of the normal course of business and for terms less favorable than would be obtained in an arm's-length transaction without prior lender approval. Prior approval is also required for any change in the ownership of LDA, any amendments to LDA's partnership agreement, or any merger, reorganization or acquisition of LDA.

As of June 30, 2000, the $48,612,000 of recourse debt related to community development assets is fully collateralized by substantially all of the community development assets. Approximately $11,000,000 of this amount is further secured by investments in apartment rental partnerships.

As of June 30, 2000, recourse investment property debt is secured by cash receipts received by the Company pursuant to the terms of a sales contract. The non-recourse investment properties debt is collateralized by apartment projects and secured by the Federal Housing Administration ("FHA") or the Maryland Housing Fund. Mortgage notes payable of $6,897,000 have stated interest rates of 7.5% and 7.75%; however, after deducting interest subsidies provided by HUD, the effective interest rate over the life of the loans is 1%.

(5)

RELATED PARTY TRANSACTIONS

Certain officers, directors and a general partner, IBC, of IGC and certain officers and trustees of the Company have ownership interests in various entities that conducted business with the Company during the last two years. The financial impact on the accompanying consolidated financial statements of the related party transactions with those entities and the Company's unconsolidated subsidiaries are reflected below:

CONSOLIDATED STATEMENT OF INCOME:
		Six Months Ended		Three Months Ended
		June 30,		June 30,
		2000	1999	2000	1999
Community Development - Land Sales (A)
Homebuilding joint venture with third party partner		$ -	$ 1,073	$ -	$ 535

Cost of Land Sales
Homebuilding joint venture with third party partner		$ -	$ 859	$ -	$ 420

Management and Other Fees (B)
Unconsolidated subsidiaries with third party partners		$ 907	$ 1,035	$ 460	$ 517
Affiliates of IBC, general partner of IGC		252	172	123	85
Affiliate of James Michael Wilson, Trustee, Thomas B. Wilson,
Trustee and James J. Wilson, IGC director		85	80	42	40
Affiliate of James Michael Wilson, Trustee, Thomas B. Wilson,
Trustee, James J. Wilson, IGC director, and an Affiliate of IBC,
General partner of IGC		32	32	18	18
		$ 1,276	$ 1,319	$ 643	$ 660
Interest and Other Income
Unconsolidated subsidiaries		$ 170	$ 104	$ 90	$ 54
Affiliate of IGC former director		-	32	-	(3)
		$ 170	$ 136	$ 90	$ 51
General and Administrative Expense
Affiliate of IBC, general partner of IGC	(C1)	$ 167	$ 161	$ 84	$ 70
Reserve additions and other write-offs-
Unconsolidated subsidiaries with third party partners	(B)	(17)	9	(23)	5
Reimbursement to IBC for ACPT's share of
J. Michael Wilson's salary		45	45	22	22
Reimbursement of administrative costs-
Affiliate of Thomas B. Wilson, Trustee		(29)	-	(21)	-
IBC, general partner IGC		(12)	-	(8)	-
Affiliate of IBC, general partner of IGC		(11)	-	(4)	-
IGC	(C5)	(93)	(67)	(44)	(30)
James J. Wilson, IGC director	(C4)	250	250	125	125
		$ 300	$ 398	$ 131	$ 192
Interest Expense
Unconsolidated subsidiaries		$ -	$ 17	$ -	$ -
IGC	(C3)	127	126	62	62
		$ 127	$ 143	$ 62	$ 62

BALANCE SHEET IMPACT:
			Balance	Decrease	Balance	Increase
			June 30,	in Reserves	December 31,	in Reserves
			2000	2000	1999	1999
Assets Related to Rental Properties
Receivables, all unsecured and due
on demand-
Unconsolidated subsidiaries with third party partners			$ 4,532	$ (16)	$ 3,943	$ 34
Affiliate of IBC, general partner of IGC			64	-	91	-
Affiliate of James Michael Wilson, trustee,
and James J. Wilson, IGC director			31	-	25	-
			$ 4,627	$ (16)	$ 4,059	$ 34

Other Assets
Receivables - All unsecured
Affiliate of IBC, general partner	Demand
of IGC, and Thomas B. Wilson
Trustee			$ 98	$ -	$ 77	$ -
IGC			168	-	29	-
			$ 266	$ -	$ 106	$ -

Liabilities Related to Community Development
Notes payable
IGC		(C3)	$ 6,985	$ -	$ 8,154	$ -

Accounts payable
Whitman, Requardt		(C2)	$ 213	$ -	$ 188	$ -

Due to Affiliate		(C6)	$ -	$ -	$ 2,302	$ -

Other Liabilities
IBC, general partner of IGC			$ 14	$ -	$ 125	$ -
Affiliate of IBC, general partner of IGC			204	-	100	-
Affiliate of IBC, general partner of IGC
and Thomas B. Wilson, trustee			19	-	37	-
Affiliate of James Michael Wilson, trustee
and James J. Wilson, IGC director			6	-	6	-
			$ 243	$ -	$ 268	$ -

(A) Land Sales

The Company and a third party each hold a 50% joint venture interest in Escorial Builders. Escorial Builders purchased lots from the Company to construct homes for resale. The profit on these lots was deferred until sold by Escorial Builders to a third party.

(B) Management and Other Services

The Company provides management and other support services to its unconsolidated subsidiaries and other related entities in the normal course of business. These fees are typically collected on a monthly basis, one month in arrears. These receivables are unsecured and due on demand. Certain partnerships experiencing cash shortfalls have not paid timely. These receivable balances are reserved until satisfied or the prospect of collectibility improves. The collectibility of management fees receivable is evaluated quarterly. Any increases or decreases in the reserves are reflected accordingly as additional expenses or recovery of such expenses.

Other transactions with related parties are as follows:

(1)	The Company rents executive office space and other property from affiliates both in the United States and Puerto Rico pursuant to leases that expire through 2005. In management's opinion, all leases with affiliated persons are on terms generally available from unaffiliated persons for comparable property.
(2)	Thomas J. Shafer became a director of IGMC and a trustee of ACPT in 1998 after his retirement from Whitman, Requardt, where he was a Senior Partner. Whitman, Requardt provides engineering services to ACPT. In management's opinion, services performed are on terms available to other clients.
(3)	Pursuant to the terms of IGC's restructuring, IGC retained a note receivable due from LDA. In addition to the expensed portion of interest incurred on this note payable to IGC, interest costs of $206,000 and $205,000; $105,000 and $105,000 were allocated to land development and capitalized in the first six and three months of 2000 and 1999, respectively.
(4)	Fees paid to James J. Wilson pursuant to a consulting and retirement agreement. Effective October 5, 1998, the consulting agreement provides for annual cash payments for the first two years of $500,000 and annual cash payments for eight years thereafter of $200,000. At Mr. Wilson's request, these payments are made to IGC.
(5)	During the transition period after the Distribution, the Company provided land development, accounting, tax, human resources, payroll processing and other miscellaneous administrative support services to IGC. After the transition period, ACPT has agreed to continue to provide human resources and payroll processing to IGC on a cost reimbursement basis.
(6)	Reflects ACPT's obligation to reimburse IGC for the taxes that were generated by Puerto Rico source income prior to the Distribution date. This obligation accompanied the Puerto Rico assets that were transferred to ACPT during IGC's restructuring. The taxes were paid by the Company in 2000.

(6)

SEGMENT INFORMATION

The U.S. operations and Puerto Rico operations are managed as separate profit centers. The U.S. operations include investments in rental properties, community development and management services. The Puerto Rico operations include investments in rental properties, investments in commercial properties, community development, management services and homebuilding through a joint venture.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The following presents the segment information for the six months ended June 30, 2000 and 1999 (in thousands):

	United	Puerto	Inter-
	States	Rico	Segment	Total

2000:

Total revenues	$ 7,337	$ 6,644	$ (332)	$ 13,649
Interest income	40	997	(332)	705
Interest expense	1,973	566	(315)	2,224
Depreciation and amortization	916	75	-	991
Income taxes	672	415	-	1,087
(Loss) income before income taxes and minority interest	(139)	1,831	(12)	1,680
Net (loss) income	(936)	1,416	(12)	468
Total assets	73,256	61,545	(10,928)	123,873
Additions to long lived assets	1,470	6,147	-	7,617

1999:

Total revenues	$ 8,196	$ 7,990	$ (77)	$ 16,109
Interest income	34	370	(77)	327
Interest expense	1,662	485	(65)	2,082
Depreciation and amortization	902	85	-	987
Income taxes	191	623	-	814
Income before income taxes and minority interest	814	1,998	(14)	2,798
Net income	417	1,375	(14)	1,778
Total assets	72,918	50,708	(4,424)	119,202
Additions to long lived assets	1,592	2,797	-	4,389

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The following presents the segment information for the three months ended June 30, 2000 and 1999 (in thousands):

	United	Puerto	Inter-
	States	Rico	Segment	Total

2000:

Total revenues	$ 3,945	$ 1,445	$ (201)	$ 5,189
Interest income	19	618	(201)	436
Interest expense	1,048	321	(192)	1,177
Depreciation and amortization	457	38	-	495
Income taxes	423	51	-	474
(Loss) income before income taxes and minority interest	(86)	167	(8)	73
Net (loss) income	(567)	116	(8)	(459)
Total assets	73,256	61,545	(10,928)	123,873
Additions to long lived assets	769	2,652	-	3,421

1999:

Total revenues	$ 5,042	$ 6,293	$ (49)	$ 11,286
Interest income	16	188	(49)	155
Interest expense	830	231	(42)	1,019
Depreciation and amortization	445	42	-	487
Income taxes	128	623	-	751
Income before income taxes and minority interest	748	1,886	(10)	2,624
Net income	516	1,263	(10)	1,769
Total assets	72,918	50,708	(4,424)	119,202
Additions to long lived assets	798	2,217	-	3,015

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

General:

Historically, the Company's financial results have been significantly affected by the cyclical nature of the real estate industry. Accordingly, the Company's historical financial statements may not be indicative of future results.

For the Six Months Ended June 30, 2000 and 1999
Community Development Operations.

Community development land sales revenue decreased $3,214,000 to $5,379,000 during the six months ended June 30, 2000, compared to sales of $8,593,000 during the six months ended June 30, 1999. The decrease was attributable to U.S. commercial land sales of $2,500,000 during the first six months of 1999, with no comparable sales in 2000, and a decrease in the bulk sale of residential lots in Puerto Rico of $900,000 in the first six months of 2000 as compared to the same period in 1999, offset in part by an increase in U.S. residential lot sales of $1,210,000 during the first six months of 2000 as compared to the same period of 1999. During the first six months of 1999, the Company recognized $1,073,000 of deferred land sales of a joint venture that sold their last home in 1999 and therefore no revenue recognition in 2000. The increase in U.S. residential lot sales in 2000 is attributable to the grand opening of Fairway Village, the newest village in St. Charles. The gross profit margin for the six months ended June 30, 2000 decreased to 28%, as compared to 43% in the same period of 1999. This decrease was due primarily to the reduction of U.S. commercial sales discussed above. Commercial sales adjacent to the regional mall produce higher gross profits due to their high sales prices and relatively low development costs.

Rental Property Revenues and Operating Results.

Rental property revenues, net of operating expenses, increased 6% to $2,888,000 for the six months ended June 30, 2000, as compared to $2,719,000 in the same period in 1999. The increase is primarily attributable to cable marketing fees earned in 2000 with none in 1999, an increase in rental rates and a reduction in vacancies.

Equity in Earnings from Partnerships and Developer Fees.

Equity in earnings increased 43% to $1,214,000 during the first six months of 2000, as compared to $846,000 during the first six months of 1999. The increase is primarily attributable to $698,000 of earnings generated during the first six months of 2000 from the sale of rental units converted into condominiums, offset in part by the recognition of $282,000 of income during the first six months of 1999 from the Puerto Rico homebuilding joint venture that sold their last home during 1999.

Management and Other Fees.

Management and other fees decreased 9% to $1,496,000 in the first six months of 2000, as compared to $1,648,000 in the same period in 1999. This decrease is primarily due to the reduction or expiration of short term management arrangements on five Puerto Rico properties and the reduction of fees earned from units converted to condominiums, offset in part by an increase in the contracted fees from three U.S. properties and additional management fees earned on the cable marketing fee income.

Interest Expense.

Interest expense, exclusive of interest expense related to rental properties, increased 19% to $980,000 during the six months ended June 30, 2000, as compared to $826,000 for the six months ended June 30, 1999. This increase is primarily attributable to a $5,541,000 increase in outstanding debt from June 30, 2000 as compared to June 30, 1999. In addition, the interest allocated to certain assets that no longer qualified for capitalization after March 31, 2000 was expensed during the second quarter 2000.

General and Administrative Expense.

General and administrative expenses remained constant at $3,019,000 for the six months ended June 30, 2000, as compared to the six months ended June 30, 1999.

Provision for Income Tax.

The provision for income taxes during the six months ended June 30, 2000 increased to $1,080,000 compared to $814,000 during the first six months of 1999. This increase was due primarily to the loss of REIT tax status of one of the subsidiaries on July 1, 1999.

For the Three Months Ended June 30, 2000 and 1999
Community Development Operations.

Community development land sales revenue decreased $6,462,000 to $1,064,000 during the three months ended June 30, 2000, compared to sales of $7,526,000 during the three months ended June 30, 1999. The decrease was primarily attributable to a bulk sale of residential lots in Puerto Rico for $4,621,000 during the three months ended June 30, 1999 with no comparable sale during the three months ended June 30, 2000. During the 1999 period, the Company recognized $536,000 of deferred sales revenue when the lots were sold through a homebuilding joint venture. This project sold out in 1999 and there were no comparable sales during the three months ended June 30, 2000. In addition, the Company closed two commercial sales totaling $2,000,000 in the three months ended June 30, 1999 with no comparable sales during the same period of 2000. Historically, the Company's bulk residential and commercial sales are cyclical. These reductions were offset by a $664,000 increase in U.S. residential sales during the 2000 quarter as compared to the same quarter in 1999 primarily attributable to the sale of town home lots to an experienced builder new to St. Charles that introduced an improved product to the market. The gross profit margin for the three months ended June 30, 2000 decreased to 8%, as compared to 44% in the same period of 1999. This decrease was due primarily to the reduction of U.S. commercial sales discussed above. Commercial sales adjacent to the regional mall produce higher gross profits due to their high sales prices and relatively low development costs. In addition, 40% of the decrease in the gross profit margin was due to the effect of an 86% decrease in sales revenue with no corresponding decrease in the fixed portion of cost of sales.

Rental Property Revenues and Operating Results.

Rental property revenues, net of operating expenses, increased 12% to $1,480,000 for the three months ended June 30, 2000, as compared to $1,321,000 in the same period in 1999. The increase is primarily attributable to a 5% increase in revenue and a 4% decrease in operating expenses. The increase in rental revenues is a result of cable marketing fees earned in 2000 with none in 1999, an increase in rental rates and a reduction in vacancies. The decrease in operating expenses is a result of a timing difference in maintenance costs. Certain routine maintenance expense was completed in the second quarter of 1999 but the comparable services will be accomplished during the second half of 2000.

Equity in Earnings from Partnerships and Developer Fees.

Equity in earnings increased $76,000 to $474,000 during the three months ended June 30, 2000, as compared to $398,000 during the three months ended June 30, 1999. The increase is primarily attributable to $197,000 of earnings generated from the sale of the rental units converted into condominiums during the second quarter of 2000, offset in part by the recognition of $122,000 of income during the second quarter of 1999 from the Puerto Rico homebuilding joint venture that sold their last home during 1999.

Management and Other Fees.

Management and other fees decreased 9% to $748,000 in the second quarter of 2000, as compared to $825,000 in the same period in 1999. This decrease is primarily due to the reduction or expiration of short term management arrangements on five Puerto Rico properties and the reduction of fees earned from units converted to condominiums, offset in part by an increase in the contracted fees from three U.S. properties and additional management fees on the cable marketing fee income.

Interest Expense.

Interest expense, exclusive of interest expense related to the rental properties, increased 41% to $553,000 during the three months ended June 30, 2000, as compared to $392,000 for the three months ended June 30, 1999. This increase is primarily attributable to an increase in outstanding loan balances during the second quarter of 2000 as compared to the same quarter in 1999. In addition, the interest allocated to certain assets that no longer qualified for capitalization after March 31, 2000 was expensed during the second quarter 2000.

General and Administrative Expense.

General and administrative expenses decreased 4% to $1,513,000 for the three months ended June 30, 2000, as compared to $1,581,000 for the same period of 1999. This decrease is primarily attributable to temporary staff vacancies and a reduction of operating expenses as a result of management's continued focus on cost efficiency.

Provision for Income Tax.

The provision for income taxes during the three months ended June 30, 2000 increased to $606,000 compared to $63,000 for the three months ended June 30, 1999. This increase was due primarily to the loss of REIT tax status of one of the subsidiaries on July 1, 1999 and increased taxable income during the three months ended June 30, 2000 as compared to the same three months of 1999.

Liquidity and Capital Resources

Cash and cash equivalents were $1,565,000 and $5,186,000 at June 30, 2000 and December 31, 1999, respectively. This decrease was attributable to $8,682,000 used in investing and $654,000 used in operating activities, offset in part by $5,715,000 provided by financing activities. The cash outflow for investing activities was primarily attributable to land improvements put in place for future land sales. During the first six months of 2000, $10,268,000 of debt repayments was made as compared to $15,983,000 of debt advances received.

The Company has historically met its liquidity requirements principally from cash flow generated from residential and commercial land sales, property management fees, distributions from residential rental partnerships and from bank financing providing funds for development and working capital. The Company has sufficient loans in place to develop the projects currently underway in St. Charles and Parque Escorial.

The Company's principal demands for liquidity are expected to be the continued funding of its current debt service, development costs in Fairway Village and Parque Escorial and other normal operating costs. The Company does not expect to generate cash flows in excess of its existing obligations. Management is pursuing additional capital which can be used by ACPT to fund new community development projects, reduce payables and provide for other working capital needs. Such sources of funding may include, but are not limited to, secured or unsecured financings, private or public offerings of debt or equity securities and proceeds from sales of properties. The Company's anticipated cash provided by operations, new and existing financing facilities, and extension or refinancing of $8,822,000 of loans that are due in the next twelve months are expected to meet the Company's financial requirements for the next year. However, there are no assurances that these funds will be generated and that loans maturing can be extended.

Debt Summary

Substantially all of ACPT's assets are encumbered by $49,777,000 of recourse debt and $37,937,000 of non-recourse debt. The non-recourse debt is attributable to the mortgages of consolidated rental property partnerships. The significant terms of ACPT's other debt financing arrangements are shown below (dollars in thousands):

				Balance
	Maximum	Interest	Maturity	Outstanding
	Borrowings	Rate	Date	6/30/00

Banc One-term loan	$ 11,000	P+2.5%	7/31/04	$ 4,335
Banc One-development loan	4,000	P+2.5%	7/31/04	1,599
Banc One-remediation loan	5,000	P+2.5%	7/31/04	4,997
First Bank-term loan	17,500	P+1.0%	6/30/02	4,414
First Bank-inventory loan	8,275	P+1.0%	6/30/02	4,561
First Bank-construction loan	8,350	P+1.0%	12/31/02	4,014
First Bank-working capital loan	9,000	P+1.0%	6/30/03	6,434
The Columbia Bank	5,000	P+1.25%	3/15/05	3,424
Susquehanna	2,153	P+1.25%	5/01/02	974
Bank Trust	882	(a)	Demand	847
Washington Savings Bank	1,317	9.5%	9/30/00	616
Banco Popular	5,600	P+1.0%	7/31/02	5,100
Annapolis National Bank	2,460	P+1.0%	12/22/00	1,060
Interstate General Company L.P.	6,985	P+1.5%	8/02/09	6,985
Other miscellaneous	714	Various	Various	417
	$ 88,236			$ 49,777

Interest is calculated at 250 basis points over the cost of funds, 8.79% at June 30, 2000.

Year 2000 Compliance Follow-Up

As of August 11, 2000, ACPT has not experienced any material system problems relating to year 2000 issues nor did the preparation of year 2000 have a material impact on ACPT's results of operations for the six months ended June 30, 2000.

In 1998, management of ACPT adopted a plan to confront year 2000 issues. Under the plan, management conducted an assessment of the potential material effect of year 2000 issues on ACPT's business, results of operations, and financial condition and determined ways to mitigate those issues.

ACPT has not incurred significant costs in designing and implementing the year 2000 plan, nor did it incur significant costs in modifying its existing software applications, replacing hardware or hiring consultants in resolving year 2000 issues. Although ACPT's management does not anticipate any additional expenditures relating to year 2000 issues, there can be no assurance as to the magnitude of future costs until significant time has past.

Forward-Looking Statements

Certain matters discussed and statements made within this Form 10-Q are forward-looking statements within the meaning of the Private Litigation Reform Act of 1995 and as such may involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance or achievements of the company to be different from any future results, performance or achievements expressed or implied by such forward-looking statements. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. These risks are detailed from time to time in the Company's filings with the Securities and Exchange Commission or other public statements.

ITEM 3.

QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT
MARKET RISK

The Company is exposed to certain financial market risks, the most predominant being fluctuations in interest rates. Interest rate fluctuations are monitored by the Company's management as an integral part of the Company's overall risk management program, which recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effect on the Company's results of operations.

As of June 30, 2000, there have been no material changes in the Company's financial market risk since December 31, 1999 as reported in the Company's Annual Report on Form 10-K.

PART II

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

St. Charles is zoned as a planned unit development that allows construction of approximately 24,730 housing units and 1,390 acres of commercial and industrial development. The County has agreed to provide sufficient sewer and water connections for all housing units to be developed in St. Charles. IGC, SCA and St. Charles Community, LLC are involved in litigation with the County regarding the level of sewer and water connection fees that may be imposed. In addition, IGC and SCA are asserting claims against the County for refunds of excessive sewer and water fees.

The sewer and water litigation is entitled St. Charles Associates Limited Partnership, et al. v. County Commissioners of Charles County, et al., No. 89-720, (Circuit Court for Charles County, Maryland). It was filed in June 1989 and is continuing. St. Charles Associates originally sought a ruling that the County was not entitled to impose sewer and water fees at the then-existing level upon residential units in the St. Charles Communities. That aspect of the litigation was settled by an agreement dated November 29, 1989, which was confirmed in a Consent Decree entered in March 1990. Subsequent aspects of the litigation have resulted from disputes over the interpretation of the agreement and a companion Consent Decree. With respect to the land transferred to St. Charles Community, LLC, SCA and IGC assigned their rights under the agreement to St. Charles Community, LLC. However, IGC retains a right to any repayment or refund of water and sewer connection fees with respect to any construction or building activity prior to the date of transfer to St. Charles Community, LLC.

Disputes recently contested between the County, St. Charles Community, LLC, IGC, and SCA are: (1) whether a study procured by the County in 1996 justifies the level of sewer and water connection fees imposed upon the St. Charles Communities; (2) whether SCA and IGC are entitled to an injunction against future excessive sewer and water connection fees; and (3) to what extent SCA and IGC are entitled to recover excessive sewer and water connection fees previously paid.

In 1997, the Circuit Court ruled in SCA's and IGC's favor that the County's 1996 study did not meet the applicable requirements and that SCA and IGC were entitled to an injunction against future excessive sewer and water fees. The Court further ruled that SCA and IGC must pursue their sewer and water connection fee refund claims in Maryland's Tax Court. The County appealed these rulings to the Maryland Court of Special Appeals. St. Charles Community, LLC is an additional party to that appeal.

On October 6, 1999, the Court of Special Appeals upheld the Circuit Court's rulings with respect to sewer connection fees, but reversed its rulings with respect to water connection fees. The Court of Special Appeals concluded that the 1996 study procured by the County justified the County's imposition of increased water connection fees, but did not justify a similar increase in sewer connection fees. The Court further held that SCA and IGC may not pursue refund claims for connection fees paid before May 15, 1992 in the Tax Court, because of an "accord and satisfaction" as to refund claims before that date. The Maryland Court of Appeals subsequently denied further review of the case.

Meanwhile SCA and IGC have commenced an action in the Maryland Tax Court for refunds of excessive connection fees. That Tax Court case is titled St. Charles Associates Limited Partnership, et al. v. Charles County, et al., No. 1205, and was filed in February of 1997. It has been stayed pending the result of the appellate proceedings described herein.

The County has also filed two appeals raising the issue of whether IGC's and SCA's successors and assigns, including St. Charles Community, LLC and builders who purchased lots in the St. Charles Communities, are entitled to the benefit of the reduced sewer connection fees provided for in the 1989 Settlement Agreement. The Circuit Court has ruled in favor of IGC, SCA and St. Charles Community, LLC on this issue. The County's appeals are pending.

Langley, et al vs. St. Charles Associates Limited Partnership, et al, No. 08-C-00-000269, Circuit Court for Charles County. On February 24, 2000, an officer of the Company was named as a defendant in a claim alleging destruction and defacement of property in relation to the construction of a county road in Charles County. The claim consists of three counts. Counts one and two seek judgment for $10,000,000 in compensatory and $10,000,000 in punitive damages from each defendant and count three seeks an easement and right of way to the county road. The actions performed, which are directly related to the filing of this claim were completed by St. Charles Community, LLC, a subsidiary of ACPT. In addition to an officer of the Company, IGC and one of its officers were also named as defendants. As part of the 1998 restructure, any liability incurred by IGC or previous officers resulting from actions by ACPT will be indemnified by ACPT. Based on advice of counsel, the Company believes that an offer to convey the easement and right of way sought would satisfy the Plaintiff and result in little or no economic loss. Although the management of both companies intends to defend against these allegations, there can be no guarantee they will be successful.

Nissan Auto, Inc. vs. Departamento de Transportacion y Obras Publicas, et al, No. KDP97-2292, Superior Court of San Juan, Puerto Rico. On November 17, 1997, Nissan Auto, Inc., filed a claim in the Superior Court of San Juan, Puerto Rico against the Company and eighteen other parties. The charges stem from the construction of an overpass. Nissan Auto alleges that the construction material and heavy equipment blocked the entrances to their business causing irreparable damages. The plaintiff is seeking $2,000,000 in compensatory damages for lost business, additional damages not to be determined until the problem is cured and $120,000 for other damages and costs. On February 11, 2000, IGP filed suit in the Superior Court of San Juan, Puerto Rico adding General Accident Insurance Company and Royal Insurance Company, IGP's insurance companies, as third party defendants to the suit.

Wal-Mart Puerto Rico, Inc. vs. Land Development Associates, S.E., et al, No. KAC97-0992, Superior Court of San Juan, Puerto Rico. Wal-Mart Puerto Rico, Inc. ("Wal-Mart") filed suit against the Company regarding a construction contract dispute. Wal-Mart appointed a construction manager responsible for the oversight of construction. Actual construction costs exceeded the contract amount. Both parties claim their maximum share of the total cost was limited and the other party is responsible for costs that exceeded the agreed upon amount. As a good faith gesture, the Company paid the construction contractor $600,000 of the disputed costs. An additional $400,000-$500,000 of costs are unpaid. At a status conference on September 20, 1999 the judge granted an additional sixty days to end discovery which is still in process.

ITEM 2.

MATERIAL MODIFICATIONS OF RIGHTS OF REGISTRANT'S
SECURITIES

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ACPT held its 2000 Annual Meeting of Shareholders on June 7, 2000. At the meeting, shareholders elected one individual as Trustee for a term to expire at the Annual Meeting in the year 2002, and two individuals as Trustees for a term to expire at the Annual Meeting in the year 2003. In addition, shareholders ratified the selection of Arthur Andersen LLP as the Company's independent auditors for 2000. The results of the voting are as follows:

	Votes For	Votes Withheld
Trustee
T. Michael Scott	4,495,853	274,132
Edwin L. Kelly	4,490,565	279,420
Thomas B. Wilson	4,496,603	273,382

	Votes For	Votes Against	Abstain	Broker Non-Vote

Ratification of Arthur Andersen as independent auditors for 2000	4,732,017	26,100	11,868	-0-

ITEM 5.

OTHER INFORMATION

None.

ITEM 6(a).

EXHIBITS

Exhibit Number and Description

(27)

Financial Data Schedule

ITEM 6(b).

REPORTS ON FORM 8-K

None.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMERICAN COMMUNITY PROPERTIES TRUST
	(Registrant)

Dated: August 14, 2000	By: /s/ J. Michael Wilson
	J. Michael Wilson Chairman and Chief Executive Officer


Dated: August 14, 2000	By: /s/ Cynthia L. Hedrick
	Cynthia L. Hedrick Vice President and Controller