SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C. 20549

                                       SCHEDULE 13D
                         Under the Securities Exchange Act of 1934

                                   (Amendment No. ___)*

American Community Property Trust
(Name of Issuer)

Common Stock
(Title of Class of Securities)

02520N106
(CUSIP Number)

Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth Avenue,
New York, New York 10176 Tel: (212) 986-6000 (Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)

March 20, 2000
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all  exhibits.  See Rule 13d-7(b) for other
parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).







                                       SCHEDULE 13D
CUSIP Number:  02520N106
Page 21 of 10

1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  Chap-Cap Partners, L.P., a Delaware Limited Partnership

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
         (a)[x]
         (b)[ ]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
                  WC

5.   CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) or 2(e) [ ]

6.       CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.       SOLE VOTING POWER
                  0

8        SHARED VOTING POWER
                  277,400

9.       SOLE DISPOSITIVE POWER
                  0

10.      SHARED DISPOSITIVE POWER
                  277,400

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  277,400

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES*   [ ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  5.4%

14.      TYPE OF REPORTING PERSON*
                  PN

                           *SEE INSTRUCTIONS BEFORE FILLING OUT!





1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  Chapman Capital L.L.C., a Delaware Limited Liability Company

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
         (a)[x]
         (b)[ ]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
                  WC

5.   CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) or 2(e) [ ]

6.       CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.       SOLE VOTING POWER
                  0

8        SHARED VOTING POWER
                  277,400

9.       SOLE DISPOSITIVE POWER
                  0

10.      SHARED DISPOSITIVE POWER
                  277,400

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  277,400

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES*   [ ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  5.4%

14.      TYPE OF REPORTING PERSON*
                  OO

                           *SEE INSTRUCTIONS BEFORE FILLING OUT!





1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  Robert L. Chapman, Jr.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
         (a)[x]
         (b)[ ]

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
                  WC

5.   CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) or 2(e) [ ]

6.       CITIZENSHIP OR PLACE OF ORGANIZATION
                  United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.       SOLE VOTING POWER
                  0

8        SHARED VOTING POWER
                  279,400

9.       SOLE DISPOSITIVE POWER
                  0

10.      SHARED DISPOSITIVE POWER
                  279,400

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  279,400

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES*   [ ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  5.4%

14.      TYPE OF REPORTING PERSON*
                  IN

                           *SEE INSTRUCTIONS BEFORE FILLING OUT!





ITEM 1.  Security and Issuer

         This  statement  relates to the common  stock (the  "Common  Stock") of
American  Community  Properties  Trust (the  "Issuer").  The Issuer's  principal
executive  office is located at 222 Smallwood  Village Center,  St. Charles,  MD
20602.

ITEM 2.  Identity and Background

     (a)-(c)  This  statement  is being  filed by  Chap-Cap  Partners,  L.P.,  a
Delaware limited  partnership  ("Chap-Cap"),  Chapman Capital L.L.C., a Delaware
limited  liability  company  ("Chapman  Capital"),  and Robert L.  Chapman,  Jr.
(collectively,  the "Reporting Persons").  Chap-Cap's present principal business
is investing in  marketable  securities.  Chapman  Capital's  present  principal
business is serving as the General Partner of Chap-Cap. Robert L. Chapman, Jr.'s
present  principal  occupation is serving as Managing Member of Chapman Capital.
Chapman Capital and Robert L. Chapman,  Jr. each expressly  disclaims  equitable
ownership of and pecuniary interest in any Common Stock.

     Chap-Cap,  Chapman Capital and Robert L. Chapman, Jr.'s business address is
Citicorp Center,  23rd Floor, 725 S. Figueroa  Street,  Los Angeles,  California
90017.

         (d) and (e) During the last five years, none of the persons or entities
above  has  been (i)  convicted  in a  criminal  proceeding  (excluding  traffic
violations or similar misdemeanors);  or (ii) a party to a civil proceeding of a
judicial or  administrative  body of competent  jurisdiction  and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

         (f)      Robert L. Chapman, Jr. is a citizen of the United States.

ITEM 3.  Source and Amount of Funds or Other Consideration

The source and amount of funds  used by the  Reporting  Persons in making  their
purchases of the shares of Common Stock beneficially owned by them are set forth
below:

SOURCE OF FUNDS                                      AMOUNT OF FUNDS
Working Capital                                      $1,246,520.00







ITEM 4.  Purpose of Transaction


         The Reporting Persons acquired the Common Stock  beneficially  owned by
them in the ordinary  course of their trade or business of purchasing,  selling,
trading and investing in securities.

         The Reporting  Persons intend to review their  investment in the Issuer
on a continuing basis and, depending on various factors,  including the Issuer's
business,  affairs and financial  position,  other  developments  concerning the
Issuer,  the price  level of the  Common  Stock,  conditions  in the  securities
markets  and  general  economic  and  industry  conditions,  as  well  as  other
investment  opportunities available to them, may in the future take such actions
with respect to their investment in the Issuer as they deem appropriate in light
of the  circumstances  existing  from time to time.  Such  actions may  include,
without  limitation,  the purchase of  additional  shares of Common Stock in the
open  market  and in block  trades,  in  privately  negotiated  transactions  or
otherwise,  the sale at any time of all or a  portion  of the  Common  Stock now
owned  or  hereafter  acquired  by  them  to  one  or  more  purchasers,  or the
distribution  in kind at any time of all or a portion  of the  Common  Stock now
owned or hereafter acquired by them.

         Robert L. Chapman Jr. has spoken  extensively  with  management  of the
Issuer  regarding the  possibility of, or seeking to influence the management of
the Issuer with respect to,  business  strategies,  recapitalizations,  sales of
assets,  negotiated or  open-market  stock  repurchases  or other  extraordinary
corporate  transactions.  In  particular,  Mr. Chapman seeks the partial or full
liquidation  of  the  Issuer's  assets,   which,  after  the  repayment  of  all
liabilities  associated  with the Issuer and its assets,  Mr.  Chapman  believes
would result in residual  liquidation value to common  shareholders in excess of
$15.00 and possibly as high as $25 per share. Such estimate of residual value is
based on an appraisal  conducted  by Robert A. Stanger & Company in  association
with the Issuer's spinoff from Interstate  General Company L.P. in October 1998.
It is Mr. Chapman's  belief that since the time of such appraisal,  the Issuer's
assets have, as a whole, appreciated  significantly based on the development and
positive investment environment for those assets.

         The Reporting Persons may in the future consider a variety of different
alternatives to achieving their goal of maximizing  shareholder value, including
negotiated transactions,  tender offers, proxy contests,  consent solicitations,
or other actions.  However,  it should not be assumed that the Reporting Persons
will take any of the foregoing actions.  The Reporting Persons reserve the right
to participate,  alone or with others, in plans,  proposals or transactions of a
similar or different nature with respect to the Issuer.

         Except as set forth  above,  as of the date of this  filing none of the
Reporting Persons has any plans or proposals, which relate to or would result in
any of the actions  set forth in parts (a)  through (j) of Item 4. Such  persons
may at any time  reconsider and change their plans or proposals  relating to the
foregoing.


ITEM 5.  Interest in Securities of the Issuer

         (a) Together, the Reporting Persons beneficially own a total of 279,400
shares of Common Stock  constituting  5.4% of all of the  outstanding  shares of
Common Stock.

         (b) The  Reporting  Persons have the shared power to vote or direct the
vote of, and to dispose or direct the disposition of, the shares of Common Stock
beneficially owned by them.

         (c) The following  transactions  were effected by the Reporting Persons
during the past sixty (60) days:

                                              Approximate Price
                                                 per Share
                                Amount of      (inclusive of
Date          Security        Shares Bought     commissions)

02/09/00       Common             3,200           $3.17
02/17/00       Common             4,700           $3.29
02/18/00       Common             3,300           $3.29
02/22/00       Common               200           $3.29
02/24/00       Common             3,200           $3.29
03/15/00       Common             7,800           $3.45
03/20/00       Common            25,800           $3.53
03/24/00       Common               200           $3.53
03/27/00       Common               400           $3.45

                                              Approximate Price
                                                 per Share
                               Amount of       (inclusive of
Date          Security        Shares Sold       commissions)

03/24/00       Common             8,500           $3.30

         The above  transactions  were effected by the Reporting  Persons on the
American Stock Exchange.

         Other than the transactions described above, no other transactions with
respect to the Common Stock were  effected by the Reporting  Persons  during the
past sixty (60) days.

         (d) No person other than the Reporting Persons has the right to receive
or the power to direct the receipt of dividends  from,  or the proceeds from the
sale of, the shares of Common Stock beneficially owned by the Reporting Persons.

         (e)      Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to
        Securities of the Issuer

         Not applicable.

ITEM 7.  Material to be Filed as Exhibits

         Exhibit A - Joint Filing Agreement

        Exhibit B - Letter from Chapman Capital L.L.C. to Issuer dated 3/30/2000







                                        SIGNATURES

         After  reasonable  inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information with respect to it set forth
in this statement is true, complete and correct.

Dated:  March 30, 2000


                             CHAP-CAP PARTNERS, L.P.

                           By: Chapman Capital L.L.C.,
                                 as General Partner


                           By: /s/ Robert L. Chapman, Jr.
                                   Robert L. Chapman, Jr.
                                   Managing Member


                             CHAPMAN CAPITAL L.L.C.


                             By: /s/ Robert L. Chapman, Jr.
                                     Robert L. Chapman, Jr.
                                     Managing Member


                                 /s/ Robert L. Chapman, Jr.
                                     Robert L. Chapman, Jr.






                                         EXHIBIT A

                                  JOINT FILING AGREEMENT

         The  undersigned  hereby agree that the  statement on Schedule 13D with
respect to the Common  Stock of American  Community  Property  Trust dated March
30,2000,  is,  and  any  further  amendments  thereto  signed  by  each  of  the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended.

Dated:  March 30, 2000

                             CHAP-CAP PARTNERS, L.P.

                           By: Chapman Capital L.L.C.,
                               as General Partner


                           By: /s/ Robert L. Chapman, Jr.
                                   Robert L. Chapman, Jr.
                                   Managing Member


                             CHAPMAN CAPITAL L.L.C.


                             By: /s/ Robert L. Chapman, Jr.
                                     Robert L. Chapman, Jr.
                                     Managing Member


                                 /s/ Robert L. Chapman, Jr.
                                     Robert L. Chapman, Jr.






                                     [OBJECT OMITTED]



Robert L. Chapman, Jr.
Managing Member



                                                          March 30, 2000



Mr. J. Michael Wilson
Chairman, CEO
American Community Properties Trust
222 Smallwood Village Center
St. Charles, MD  20602
Phone:  (301) 870-6632

Via Airborne Express:

Dear Mr. Wilson,

     Over the past several years,  Chapman Capital L.L.C., as general partner of
Chap-Cap  Partners,  L.P., has invested more capital into the shares of American
Community  Properties Trust (ACPT) than any other shareholder.  Despite the fact
that ACPT's  predecessor  Interstate  General Company L.P. was (and continues to
be)  headed by your  father  who at the time of our  original  investment  was a
four-count  convicted  felon  (by a jury of his  peers  after  only 15  hours of
deliberation in a U.S.  District  Court,  under Section 404 of the federal Clean
Water Act violations that landed him an un-served  21-month prison sentence),  I
included  your  family's  ownership  position and  apparent  efforts to increase
shareholder  value  among the valid  reasons  to invest in a  highly-undervalued
microcap company.  Unfortunately,  it now appears that the restructuring's  true
motive may have been aimed at promoting  Wilson family  nepotism and  furthering
lucrative related-party transactions mentioned in your SEC filings.

     Specifically,  on December 19, 1996 IGC announced that its effective  Board
of Directors had "determined to pursue the development and  implementation  of a
plan  to  restructure  the  publicly-traded  partnership  in  order  to  enhance
Unitholder  value."  The plan called for  "placing  the  company's  multi-family
apartment  assets into a publicly  traded Real Estate  Investment  Trust  (REIT)
where  their  value  can be  more  clearly  evaluated,  and  disposing  of  land
development assets that require substantial additional capital investment, which
IGC found  difficult to obtain." IGC CEO Jim Wilson  proclaimed at the time "The
Board's purpose in approving this plan is to enhance Unitholder value as quickly
as possible.  It is clear that our assets are being undervalued by the market in
our  current   structure."  The  1998  Restructuring   proxy  statement  further
encouraged  Unitholders  that  "management  of IGC and  ACPT  believe  that  the
combined  trading  price  of the  Common  Shares  and the IGC  Units  after  the
Distribution  will  exceed  the  trading  price  of  the  IGC  Units  prior  the
Distribution."

     Almost  two and one half  years  later,  "Unitholders"  owning  IGC and its
spinoff APCT are left with anything but "enhanced"  value. In fact, the combined
value of our investment has fallen by  approximately  40% since your forecast of
an  appreciation  in blended  value  (cited  above).  Moreover,  all IGC holders
unfortunate  enough to have  maintained  their  positions  in the  Equus  Gaming
spinoff  have  lost  close to 80% of their  investment.  Between  ACPT's  failed
efforts to raise $35  million in  convertible  preferred  shares and its July 2,
1999  announcement  that its American Rental  Properties  subsidiary will not be
eligible  for REIT tax status  prior to 2004,  management's  "work"  seems to be
compounding  strategic blunder on Wilson-family  plunder.  Indeed, it seems that
the  only  group  earning  any  positive  return  from  their  association  with
IGC-related entities are the Wilson family and closely-associated parties.

     You  have  continually  claimed  to be  taking  steps  to  make  ACPT  more
attractive to institutional  investors.  The 1998 Restructuring  proxy statement
predicted  that  "enlarging  the group of  potential  investors  for ACPT Common
Shares should produce a more liquid market than currently exists for IGC Units."
Later in your July 2, 1999 mea culpa disclosure of REIT status disqualification,
you stated "the  primary  purpose of the 1998  restructuring  that led to ACPT's
formation was to create an investment  vehicle ...  eligible for  investments by
pension trusts and mutual funds."

     Yet, as your largest  non-Wilson  family partner in ACPT,  Chapman  Capital
L.L.C.'s  Chap-Cap  Partners,  L.P.  can  definitively  label your  behavior  as
"investor-unfriendly." Our group has recorded time lapses of as long as one year
of delay in return  phone calls from you,  even after daily  follow-up  messages
were left with your  secretary.  Recently,  ACPT  president  Edwin Kelly (who is
being paid $275,000 per year by ACPT's  shareholders) has joined the obstruction
parade,  returning  our  three-phone  messages-per-day  efforts  only  after  an
outrageous   three-week   delay.   Another  large  ACPT   shareholder,   Leeward
Investments,  has  informed  us that it too is  highly  dissatisfied  with  your
performance and lack of communication.  Making matters even more suspicious,  we
have been informed by numerous  prospective  institutional  investors that their
calls  to  management  have  never  been  returned.  How do you  expect  to grow
institutional  interest in ACPT while  maintaining this kind of irresponsive and
insulting behavior towards Wall Street and the other institutional investors you
claim to be courting?  Could it be that your true motive is to tacitly  dissuade
institutional  demand for ACPT  shares so that the Wilson  family can  attempt a
low-ball,  single-digit  per share  buyout  offer for the public  shares at some
point in the future?

      In addition to the above  "radio  silence"  with Wall  Street,  non-Wilson
family executive  departures at IGC have also troubled  existing and prospective
investors in ACPT for some time.  Starting  with the June 18, 1996  departure of
IGC COO Gregory Kreizenbeck and CFO John Hans soon thereafter, the Wilson family
has developed an alarming pattern of executive turnover.  In January 1998, Jorge
Colon Nevares  resigned as a director of IGMC,  being  replaced by Thomas Shafer
(who earns $30,000 per year in consulting  fees).  Recently,  we discovered that
Benjamin Poole,  who is listed as CFO of IGC in its documents and public filings
(and  who your  administrative  staff  continues  to  claim  is  active  in that
position),  is in fact no longer an officer at IGC and  instead is working as an
independent  consultant  out of his home as of  mid-March.  In summary,  to your
credit IGC has lost two CFOs,  a COO and a key  director  over the past  several
years, further damaging IGC and affiliate ACPT's reputation.

     In  the  1998   Restructuring,   non-REIT   qualifying   assets  (primarily
undeveloped land) were acquired by "Wilson family entities". Chapman Capital now
questions whether those  transactions were in fact arms length, and exactly what
kind of  auction  process  was  utilized  to  ensure  that IGC and APCT  holders
received the highest  price  available in the market at the time of sale.  IGC's
partnership  agreement required that all transactions between IGC and the Wilson
family  be  supported  by asset  appraisals,  yet we have not been  able to find
evidence that such transactions were supported by an auction-style sale process.
Chapman  Capital would also be interested in obtaining  details of your personal
involvement  in  the  June  30,  1997  purchase  of  374  acres  from  ACPP  for
$3,000,000.00  (requiring  you to  provide  a mere  20% down  payment)  and your
personal  involvement  in the April 1, 1996  purchase of a note  receivable  for
$1,279,000 from ACPP.

     In addition,  Chapman  Capital is interested in discovering the composition
of the > $4.5 million in "general  and  administrative"  expenses  (based on the
most recent Form 10-Q filing for the nine months ending  September 30, 1999), an
amount which consumed two-thirds of APCT's rental property revenues in the third
quarter. At best this enormous cash outflow represents egregious  inefficiencies
in managing the company  (particularly  in collecting  management fees and notes
receivable),  precluding the required  distribution  to  shareholders  of 45% of
taxable income as so little , if any,  income  remains.  In fact, I am confident
that your public  shareholders  would be very interested to see exactly how many
APCT  dollars  are flowing  into the hands of Wilson  family  entities,  whether
labeled  as  incentive  fees,  $500,000  in  consulting  fees  to  your  father,
management  fees,  distributions  from  unconsolidated  partnerships,   cost  of
sales-community  development,  purchases  of  minority  interests  or any  other
category of related-party transactions.  Your shareholders have a legal right to
such information,  and given your father's  background with the legal system and
ACPT's never-ending  water/sewer  litigation with Charles County, I am confident
your  father  would feel  at-home  in a scenario  where  those  facts  underwent
discovery.

     In association  with the 1998  Restructuring of IGC (and creation of ACPT),
an  appraisal  of  ACPT's  assets  was   commissioned.   By  the  company's  own
calculation, as of December 31, 1996 the Net Asset Value (NAV) per share of ACPT
was  estimated to be just under  $21.00,  or almost 6 x the current stock market
price of ACPT's shares  (American Stock Exchange,  3/30/2000 price of $3 5/8 per
share).  Since those appraisals by Robert F. McCloskey  Associates (LDA's Parque
Escorial's  saleable land,  representing < 50% of its total acreage, at $35.9 MM
in 12/1996;  Canovanas at $6.1 MM as of 6/1995),  Smail  Associates  (Smallwood,
Westlake Village,  Wooded Glen, and Piney Reach in St. Charles at $40.4 MM as of
12/1996),  James B. Hooper,  P.A. (Fairway Village in St. Charles at $23.2 MM as
of 5-10/1997),  and by various parties for American Housing, American Management
and other  interests,  the real estate  market in ACPT's areas of  concentration
have been vibrant. Appreciation of 5-10% per year on average could be considered
conservative  given the rate of real  estate  inflation  experienced  nationwide
since the mid 1990s. Based on the initial appraisals plus appreciation  thereon,
Chapman  Capital  estimates an appraisal  conducted  today would assign a NAV of
over $25 per ACPT share as of year end 1999.

     To escape any  accusation  that this letter offers much  criticism  without
proffering a solution, I will address that area now. ACPT is a partnership whose
structure is similar to a  closed-end  real estate  fund.  On Wall Street,  when
individuals  who  understand  their  fiduciary  duties manage this type of fund,
either major repurchase  programs are instituted (which by definition accrete to
NAV/share) or a full liquidation is instituted. Recently, both Baker, Fentress &
Company (NYSE: BKF) and Corporate  Renaissance Group (NASDAQ:  CREN) adopted and
executed  plans to increase  shareholder  value by selling  substantially  their
entire   portfolios  of  investments  and   distributing  the  net  proceeds  to
shareholders.  James Gorter, the  highly-regarded  chairman of the board of BKF,
said,  "For some  time,  the board of  directors  has been  concerned  about the
persistent,  large  discount at which Baker  Fentress  shares have traded in the
market.  After  thoughtful  deliberation  over  several  months,  the  board has
concluded  that the  proposed  plan is the best way to  maximize  returns to our
shareholders.  The  distribution  of cash from the  liquidation of the Company's
publicly-traded  portfolio will allow  shareholders  to reinvest the proceeds in
other investment alternatives ...".

     A partial or full liquidation of ACPT is clearly the most efficacious means
to maximizing  shareholder value, or at a minimum dramatically narrowing the 85%
discount to estimated  NAV/share.  The U.S. and Puerto Rican real estate  arenas
are clearly "seller's  markets," allowing a restructuring  involving the sale of
the company's appreciated  properties to pay reduce debt and to pay shareholders
a special dividend immediately  thereafter.  At this point, APCT is not paying a
consistent  dividends of any kind reflecting  realized gains on its assets,  and
its shareholders  outside of the Wilson family are not on the company payroll or
consulting-fee  gravy train. Thus, the only reward we can receive is through the
common  shares'  appreciation,  a  responsibility  entrusted  to  the  executive
management  team that has failed to accomplish  it.  Unfortunately,  you shirked
your  responsibility and betrayed our trust by failing to achieve any reasonable
share price appreciation for several years now.

     Chapman Capital L.L.C.  seriously questions the integrity and dedication to
shareholder  interests of the Wilson family.  While the proxy  statement for the
1998  Restructuring  warned that  "members of the Wilson  family will be able to
exert  substantial  control over votes on matters  affecting ACPT ... [which] is
subject to other conflicts of interest  arising out its  relationships  with ...
members of management and their  affiliates,"  never in our worst nightmares did
we envision the extent to which "certain  decisions by these parties may have an
adverse  effect on the  interests of  shareholders."  If the Trustees  desire to
continue  running ACPT as a real-life  version of Monopoly whereby a 32-year old
graduate of Manhattan College in the Bronx and former bank loan administrator is
named CEO by his father,  then I strongly  suggest you take the company private,
wherein underserved, nepotistic practices are not scrutinized.

     ACPT's  stated  business  objective  is "to maximize  Shareholder  value by
investing,   holding  and   developing   assets  that  will  generate  cash  for
distribution  to  Shareholders."   Having  received  a  grand  total  of  5c  in
distributions  since  the  1998  Restructuring,  it is fair to say that you have
failed in  accomplishing  this  objective.  Chapman Capital is perplexed by your
cognitive   dissonance  relating  to  losing  REIT  status  as  well:  the  1998
Restructuring  proxy  statement  noted  "Treatment  of  American  Rental  as  an
association taxable as a corporation ... would have a significant adverse effect
on the value of the Common  Shares,"  whereas  you  claimed on July 2, 1999 that
"American  Rental's  inability to comply with REIT  requirements will not have a
material  effect on ACPT's  financial  condition."  While  Leeward's Mr. Von der
Porten  appears  willing to passively  subject his  investors  to  significantly
underperforming  investments  like that of ACPT,  Chapman  Capital will not idly
stand by and watch the Wilsons treat ACPT like a private family company. As ACPT
is essentially a  partnership,  Chap-Cap  Partners are your partners,  and until
such time as that is no longer the case,  we demand  that the Board of  Trustees
take actions to compel you to treat them as such.

                                                          Very truly yours,

                                                          Robert L. Chapman, Jr.





                    EXHIBIT: RELATED PARTY DEALINGS OF ACPT

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. In
addition,  the Company transacts  business with  substantially  all of its  non-
consolidated  subsidiaries.  The  financial impact  of  the  related  party
transactions  on  the  accompanying   financial statements are reflected  below:


================================================================================

CONSOLIDATED STATEMENT OF INCOME:
================================================================================
================================================================================

                                  Nine Months Ended         Three Months Ended
================================================================================
================================================================================

                                     September 30,             September 30,
================================================================================
================================================================================

                                   1999        1998           1999       1998
================================================================================
================================================================================

Community Development - Land Sales (A)
================================================================================
================================================================================

Homebuilding joint venture       $ 1,488     $ 1,179        $ 415      $ 559
================================================================================
================================================================================

================================================================================
================================================================================

Cost of Land Sales
================================================================================
================================================================================

Homebuilding joint venture      $ 1,182       $ 936        $ 323      $ 446
================================================================================
================================================================================

================================================================================
================================================================================

Management and Other Fees (B)
================================================================================
================================================================================

Unconsolidated subsidiaries     $ 1,554     $ 1,717        $ 519    $ 510
================================================================================
================================================================================

Affiliate of IBC, general
partner of IGC                     265         261           93       78
================================================================================
================================================================================

Affiliate of James Michael
Wilson, trustee, former IGC
================================================================================
================================================================================

Director, Thomas B. Wilson,
trustee, former IGC director,
================================================================================
================================================================================

and James J. Wilson,
 IGC director                      123         118           43       41
================================================================================
================================================================================

Affiliate of James Michael Wilson,
trustee, former IGC
================================================================================
================================================================================

Director, Thomas B. Wilson,
 trustee, former IGC director,
================================================================================
================================================================================

James J. Wilson, IGC director,
and an Affiliate of IBC,
================================================================================
================================================================================

General partner of IGC             47          62           15       22
================================================================================
================================================================================

                              $ 1,989     $ 2,158        $ 670    $ 651
================================================================================
================================================================================

Interest and Other Income
================================================================================
================================================================================

Unconsolidated subsidiaries    $ 163        $ 42         $ 59     $ 18
================================================================================
================================================================================

Affiliate of IGC former
 director                        296          97          264       40
================================================================================
================================================================================

                               $ 459       $ 139        $ 323     $ 58
================================================================================
================================================================================

General and Administrative
 Expense
================================================================================
================================================================================

Affiliate of IBC,
 general partner of IGC (C1)   $ 245       $ 246         $ 84     $ 84
================================================================================
================================================================================

Reserve additions and other
write-offs-
================================================================================
================================================================================

Affiliate of IBC,
general partner of IGC  (B1)       -       (109)            -    (225)
================================================================================
================================================================================

Unconsolidated
subsidiaries            (B)      14          15            5        5
================================================================================
================================================================================

Reimbursement to IBC for ACPT's share of
================================================================================
================================================================================

J. Michael Wilson's salary       68          68           23       23
================================================================================
================================================================================

Reimbursement of
 administrative costs-IGC (C6)  (87)           -         (20)        -
================================================================================
================================================================================

James J. Wilson,
 IGC director       (C3,C5)     375          43          125        -
================================================================================
================================================================================

Thomas J. Shafer,
 trustee             (C2)       23          20            8        8
================================================================================
================================================================================

                             $ 638       $ 283        $ 225   $ (105)
================================================================================
================================================================================

Interest Expense
================================================================================
================================================================================

Unconsolidated subsidiaries  $ 17         $ -          $ -      $ -
================================================================================
================================================================================

IGC              (C4)         173         171           47       57
================================================================================
================================================================================

IBC, general partner
of IGC                        -           8            -        8
================================================================================
================================================================================

                           $ 190       $ 179         $ 47     $ 65
================================================================================

================================================================================

BALANCE SHEET IMPACT:
================================================================================
================================================================================

                                 Increase                      Increase
================================================================================
================================================================================

                        Balance      (Decrease)      Balance       (Decrease)
================================================================================
================================================================================

                     September 30,   in Reserves   December 31,   in Reserves

================================================================================
================================================================================

                        1999            1999           1998           1998
================================================================================
================================================================================

Assets Related to
Rental Properties
================================================================================
================================================================================

Receivables, all
 unsecured and due
================================================================================
================================================================================

on demand-
================================================================================
================================================================================

Unconsolidated
 subsidiaries  (C8)    $ 3,389          $ 14         $ 2,646          $ 19
================================================================================
================================================================================

Affiliate of IBC,
general partner of IGC   (33)             -              84         (110)
================================================================================
================================================================================

Affiliate of James
Michael Wilson, trustee,
================================================================================
================================================================================

Former IGC director and
James J. Wilson,
================================================================================
================================================================================

IGC director              21             -               7             -
================================================================================
================================================================================

                       $ 3,377          $ 14         $ 2,737        $ (91)
================================================================================
================================================================================

Assets Related to Community Development
================================================================================
================================================================================

Notes receivable and accrued
interest-
================================================================================
================================================================================

Affiliate of a former
IGC director,            Interest P+1%
================================================================================
================================================================================

Secured by land          Paid
================================================================================
================================================================================

                         September 1,
================================================================================
================================================================================

                     1999 (A1)     $ -         $ -         $ 1,970          $ 43
================================================================================
================================================================================

Other Assets
================================================================================
================================================================================

Receivables - All unsecured
================================================================================
================================================================================

Affiliate of IBC, general partner
================================================================================
================================================================================

of IGC, and Thomas B. Wilson
================================================================================
================================================================================

Trustee, former
 IGC director         Demand   $ (8)           $ -             $ 5           $ -
================================================================================
================================================================================

IBC, general
 partner of IGC      Demand    (113)             -              32             -
================================================================================
================================================================================

IGC                               9              -              98             -
================================================================================
================================================================================

                             $ (112)           $ -           $ 135           $ -
================================================================================
================================================================================

Liabilities Related to
Community Development
================================================================================
================================================================================

Notes payable
================================================================================
================================================================================

IGC                (C4)      $ 7,986           $ -         $ 7,500           $ -
================================================================================
================================================================================

================================================================================
================================================================================

Other Liabilities
================================================================================
================================================================================

IGC                (C7)      $ 2,226           $ -         $ 2,188           $ -
================================================================================
================================================================================

Affiliate of IBC,
general partner of
 IGC               (C1)          107             -              18             -
================================================================================
================================================================================

                             $ 2,333           $ -         $ 2,206           $ -
================================================================================


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 no less favorable than those available
         to unaffiliated persons for comparable property.

(2)      ACPT pays Mr. Shafer consulting fees of $2,500 per month.

(3)      James J. Wilson,  as a former  partner of IGP, was entitled to priority
         distributions  made by each  housing  partnership  in which  IGP is the
         general  partner  up until the  Distribution  Date.  If IGP  received a
         distribution  which  represents  1% or  less of a  partnership's  total
         distribution,  Mr.  Wilson  received  the entire  distribution.  If IGP
         received  a   distribution   which   represents   more  than  1%  of  a
         partnership's total  distribution,  Mr. Wilson received the first 1% of
         such total.

(4)      Pursuant  to the  terms of IGC's  restructuring,  IGC  retained  a note
         receivable  due from  LDA.  In  addition  to the  portion  of  interest
         incurred on this note payable to IGC that was expensed,  interest costs
         of $327,000 and $371,000;  $122,000 and $122,000 were allocated to land
         development  and capitalized in the first nine and three months of 1999
         and 1998, respectively.

(5)      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.

(6)      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,  payroll processing and tax services to IGC on
         a cost reimbursement basis.

(7)      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.

(8)      The Company has provided working capital and completion advances to the
         two projects that are undergoing condominium conversion. These advances
         will be  repaid  over  the next  year as the  condominiums  close.  The
         outstanding  balances of these  advances as of  September  30, 1999 and
         December 31, 1998 were $2,682,000 and $1,885,000, respectively.