(Mark One)

Commission file number 1-14369

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

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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(Unaudited)

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.

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 three months ended March 31, 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 months ended March 31, 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.

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):

The unconsolidated rental properties partnerships as of March 31, 2000 include 15 partnerships owning 3,767 rental units in 18 apartment complexes and two partnerships owning two complexes consisting of 202 of the 392 units converted to condominiums. 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 first quarter ended March 31, 2000 106 sales closed. The remaining condominium units are under contract for sale.

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):

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 48% of future income generated by the thirty-year lease of the building and $700,000. The building is expected to be ready for occupancy in the summer of 2000. Currently the partnership has no operating income or cash flow. The following tables summarize ELI's financial information (in thousands):

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 March 31, 2000 and December 31, 1999 (in thousands):

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 March 31, 2000, the $42,826,000 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 March 31, 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 $6,935,000 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%.

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 financial statements of the related party transactions with those entities and the Company's unconsolidated subsidiaries are reflected below:

(A) Land Sales

The Company holds a 50% joint venture interest in Escorial Builders. The remaining 50% interest is held by a third party. Escorial Builders purchased lots from the Company to construct homes for resale. The profit on these lots were 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. Decreases to the reserves for other than routine cash payments are discussed below:

(C) OTHER

Other transactions with related parties are as follows:

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 three months ended March 31, 2000 and 1999 (in thousands):

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.

Community development land sales revenue increased $3,248,000 to $4,315,000 during the three months ended March 31, 2000, compared to sales of $ 1,067,000 during the three months ended March 31, 1999. The increase was attributable to a $3,710,000 bulk sale of residential lots in Puerto Rico during the first three months of 2000, with no comparable sale in 1999. The first quarters in 2000 and 1999 produced similar amounts of sales revenue from U.S. operations. However, the 2000 quarter's revenue consisted of residential lots whereas the 1999 quarter's was primarily from an industrial sale. The gross profit margins for the three months ended March 31, 2000 and 1999 were 33%. The residential lots typically produce a lower gross margin than the commercial industrial parcels. Even though the land sales during the first quarter 2000 were comprised of residential lots, the margins remained the same as the first quarter 1999 due to the increase in the volume of residential lot sales during the 2000 quarter as compared to the first quarter in 1999.

Rental property revenues, net of operating expenses, increased 1% to $1,408,000 for the three months ended March 31, 2000, as compared to $1,398,000 in the same period in 1999. The increase is primarily attributable to an increase in rental rates.

Equity in earnings increased 65% to $740,000 during the first three months of 2000, as compared to $448,000 during the first three months of 1999. The increase is primarily attributable to $501,000 of earnings generated from the sale of the rental units converted into condominiums during the first quarter of 2000, offset in part by the recognition of $161,000 of income during the first quarter of 1999 from the Puerto Rico homebuilding joint venture that sold out of homes during 1999 and is currently winding up its affairs.

Management and other fees decreased 9% to $748,000 in the first three months of 2000, as compared to $823,000 in the same period in 1999. This decrease is primarily due to the expiration of short term management arrangements on three 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 discussed above.

Interest expense, other than interest expense related to rental property, decreased 2% to $427,000 during the three months ended March 31, 2000, as compared to $434,000 for the three months ended March 31, 1999. This decrease is primarily attributable to a decrease in U.S. debt outstanding during the quarter offset in part by an increase in Puerto Rico debt during the first quarter of 2000 as compared to the same quarter in 1999. The remaining interest incurred on the additional Puerto Rico debt was capitalized during the first quarter of 2000.

General and administrative expenses increased 5% to $1,506,000 for the three months ended March 31, 2000, as compared to $1,438,000 for the same period of 1999. This increase is primarily attributable to the expansion of the Puerto Rico staff to accommodate the additional needs of that operation.

Cash and cash equivalents were $1,965,000 and $5,186,000 at March 31, 2000 and December 31, 1999, respectively. This decrease was attributable to $4,775,000 used in investing activities offset by $1,414,000 provided by operations and $140,000 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 quarter of 2000, $6,690,000 of debt repayments was made as compared to $6,830,000 of debt advances received. The cash inflow from operating activities was primarily attributable to land sales.

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.

Substantially all of ACPT's assets are encumbered by approximately $44,000,000 of recourse debt and $38,000,000 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):

In April 2000, the Company closed a $2,153,000 loan with Susquehanna Bank. This loan matures in twenty-four months and will provide development funds for the next 72 single-family lots in Fairway Village.

In May, the Company obtained a $6,000,000 working capital loan from First Bank in replacement of the $3,000,000 working capital loan reflected above. The loan is cross-collateralized with the existing First Bank obligations and matures June of 2003.

As of April 15, 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 quarter ended March 31, 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.

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.

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 March 31, 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.

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 that are presently being 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 County, St. Charles Community, LLC, IGC and SCA all have sought review of the Court of Special Appeals' decision in the Maryland Court of Appeals, but that court has not yet determined whether to grant review.

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.

The County has also appealed a February 18, 1999 order by the Circuit Court for Charles County that the County "may not charge in excess of $2,040 per water and sewer connection for all residential lots or properties located in St. Charles Communities until such time as the County obtains a report approved by the court which substantiates an increased charge." That appeal is 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.

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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.