8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 23, 2003

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

MARYLAND
(State or other jurisdiction
of incorporation) 1-14369
(Commission
File Number) 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)

Item 2. Acquisition or Disposition of Assets.

On January 23, 2003, American Housing Properties L.P. ("AHP"), a wholly owned subsidiary of the Registrant, American Community Properties Trust ("ACPT"), completed its acquisition of a 95 percent ownership interest in two partnerships that own apartment units. AHP contributed a total of $1,600,000 to Coachman's Limited Partnership ("Coachman's") and Village Lake Apartments Limited Partnership ("Village Lake"), both Maryland limited partnerships, in exchange for a 10 percent general partner and 85 percent limited partner interest in both partnerships. Interstate Business Corporation ("IBC"), retained the remaining 5% general partner interests. IBC is owned by the James J. Wilson Family, beneficial owners of 52% of ACPT's outstanding shares. J. Michael Wilson serves as ACPT's Chairman of the Board and CEO.

Coachman's owns a 104 two-bedroom patio apartment complex with rents starting at $1,200 per month. Village Lake owns a 122 one-bedroom mid-rise apartment complex with rents starting at $920 per month. American Rental Management Company, a wholly owned company of the Registrant, has and will continue to manage these properties. As a result of this acquisition, ACPT, through its subsidiaries, will hold the general partner interest in all of the apartments located in St. Charles, Maryland and a controlling limited partnership interest in nine of these properties.

AHP financed the acquisition through a $2,000,000 ten-year loan. In addition to the $1,600,000 contribution, AHP agreed to pay up to $100,000 of legal and attorney fees related to the acquisition. Immediately after the contribution, Coachman's and Village Lake paid IBC the entire outstanding obligation due it, approximately $1,400,000, and a $200,000 fee to Wilson Securities Corp., a Wilson family owned entity.

The properties were appraised by an independent appraiser for an amount that exceeded the purchase price. The acquisition was recommended by the Board of Trustees and unanimously approved by the independent Trustees.

Item 7. Financial Statements and Exhibits.

(a)	The financial statements of Coachman's and Village Lake will be filed by amendment not later than sixty days after the date that the initial report on Form 8-K must be filed.
(b)	The pro forma financial statements of ACPT reflecting the Coachman's and Village Lake acquisitions will be filed by amendment not later than sixty days after the date that the initial report on Form 8-K must be filed.
(c)	Exhibits.
	2.1	Subscription Agreement between Coachman's and AHP
	2.2	Assignment and Transfer of Limited Partnership Interest
	2.3	Subscription Agreement between Village Lake and AHP
	2.4	Assignment and Transfer of Limited Partnership Interest
	99.	News Release dated January 28, 2003

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 hereunto duly authorized.

	AMERICAN COMMUNITY PROPERTIES TRUST
	(Registrant)
Dated: February 14, 2003	By: /s/ J. Michael Wilson
	J. Michael Wilson Chairman and Chief Executive Officer
Dated: February 14, 2003	By: /s/ Cynthia L. Hedrick
	Cynthia L. Hedrick Senior Vice President and Chief Financial Officer

EX-2.1

Exhibit 2.1

Coachman's Landing Apartments

St. Charles, Maryland

FHA Project No. 052-35462

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of the _____ day of _____________, 2002, by and between COACHMAN'S LIMITED PARTNERSHIP, a Maryland limited partnership with offices at 222 Smallwood Village Center, St. Charles (Waldorf), Maryland 20602 (the "Partnership"), and AMERICAN HOUSING PROPERTIES, L.P., a Delaware limited partnership with offices at 222 Smallwood Village Center, St. Charles, Maryland 20602 (the "Purchaser").

The Partnership was formed pursuant to the Limited Partnership Certificate and other organizational documents, if any, listed on Exhibit A which is attached hereto and incorporated herein by reference, as said document(s) have been amended (collectively, the "Partnership Organizational Documents"). Capitalized terms used herein without definition shall have the meanings given to them in the Partnership Organizational Documents.

The Purchaser wishes to purchase from the Partnership the limited partnership interest(s) and general partnership interest(s) in the Partnership shown with respect to the Purchaser on Exhibit A, which is attached hereto and incorporated herein by reference (the "Interest"), such that, after said purchase, the limited partnership interests and general partnership interests of the Purchaser and other limited partners and general partners in the Partnership shall be as set forth in said Exhibit A.

The parties hereto intend that the Interest shall be exempt from federal registration under Rule 504 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, and exempt from registration under applicable provisions of Maryland law.

In consideration of the foregoing, the parties hereby agree as follows:

1. Subscription. The Purchaser hereby subscribes for the Interest and herewith contributes capital to the Partnership such that its total Percentage Interest in the Partnership is as set forth on Exhibit A below, and the Partnership hereby accepts the same as such. The Purchaser further agrees to execute and deliver to the Partnership any other documents reasonably requested by the Partnership to substantiate satisfaction by the Purchaser of the terms and conditions established for the purchase of the Interest, and any other documents required by the Securities and Exchange Commission or any state securities regulatory agency. The Purchaser further agrees to execute an amendment to the Partnership Organizational Documents to reflect the subscription accomplished hereby.

2. Admission as Partner.

(a) Managing General Partner. Pursuant to the Partnership Organizational Documents, the Purchaser is hereby admitted to the Partnership as Managing General Partner, with a Percentage Interest as set forth in Exhibit A attached hereto. By signing below, the Purchaser hereby agrees to bound in all respects by the Partnership Organizational Documents. All other general and limited partners in the Partnership are also signing below to signify their concurrence in the admission of the Purchaser as Managing General Partner in the Partnership with Percentage Interest as aforesaid.

(b) Limited Partner. Pursuant to the Partnership Organizational Documents, the Purchaser is hereby admitted to the Partnership as a Limited Partner, with a Percentage Interest as set forth in Exhibit A attached hereto. By signing below, the Purchaser hereby agrees to bound in all respects by the Partnership Organizational Documents. All other general and limited partners in the Partnership are also signing below to signify their concurrence in the admission of the Purchaser as Limited Partner in the Partnership with Percentage Interest as aforesaid.

3. Representations Warranties, Acknowledgements, etc. of the Purchaser. The Purchaser represents, warrants, covenants, certifies, acknowledges and agrees as follows to and with the Partnership and each other Partner, as of the effective date hereof, as of the date of execution hereof and as of the date of acceptance hereof by the Partnership:

(a) The Interest purchased by the Purchaser pursuant to this Agreement will be owned only in the name of the Purchaser as indicated on the signature page hereto, unless the transfer thereof is specifically approved in writing by the Partnership.

(b) The Purchaser is purchasing the Interest for the Purchaser's own account for investment, and not for any other person or for distribution or resale to others. The Purchaser agrees that it has not and will not sell, subdivide, hypothecate or otherwise transfer said Interest without the prior written consent of the Partnership. The transferor may be requested to furnish an opinion of counsel as a condition to any such consent.

(c) Due to, among other factors, restrictions on transfer and manner and timing of payment, the value of the Interest purchased hereunder may not be equal to the purchase price of said Interest, and the Partnership and its Partners make no representation, warranty or statement of any kind as to the value of the Interest.

(d) Any federal or state tax results of an investment in or other action with respect to the Interest is not susceptible to absolute prediction, and audit adjustments to Partnership returns or returns of individual Purchasers, new developments in rulings of the Internal Revenue Service, court decisions or legislative or administrative changes may have an adverse effect on one or more of the tax consequences sought with respect to the Interest. The Partnership and its Partners make no representation, warranty or statement of any kind as to tax treatment of the Interest.

(e) The Purchaser has not relied upon any representations or other information (whether oral or written) other than as set forth in this Agreement including all Exhibits hereto or as contained in any documents or answers to questions furnished to the Purchaser by the Partnership. It is understood that the books and records of the Partnership pertaining to this investment will be available upon reasonable notice for inspection by the Purchaser during reasonable business hours at the Partnership's principal place of business.

4. Representation, Warranties, Acknowledgements, etc. of the Partnership. The Partnership represents, warrants, covenants, certifies, acknowledges, and/or agrees, as applicable, the following to and with the Purchaser, as of the date of execution hereof and as of the effective date hereof.

1. The Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Maryland and is duly qualified to do business in each jurisdiction in which such qualification is required. The Partnership has full power and authority to carry on its business and operations, and to own and lease its properties as presently conducted.
2. The Partnership has full power and authority to issue and deliver the Interest to be issued as provided in this Agreement, to execute and deliver all documents in connection therewith (including this Agreement) to which it is a party, and to perform its obligations hereunder and thereunder. The execution, delivery and performance of each of such documents to which the Partnership is a party and the issuance of the Interest have been duly authorized by all requisite action of the Partnership or its current general partner, including all required consents of the Partners and effective waivers of any preemptive rights in connection with the issuance of the Interest. This Agreement constitutes, and the other documents executed in connection with the issuance of the Interest to which the Partnership is a parry, when executed and delivered by the Partnership, will constitute, legal, valid and binding obligations of the Partnership, enforceable against the Partnership in accordance with the ir respective terms. No consent is required to be made or obtained that has not been made or obtained in connection with (i) the execution, delivery or enforceability of this Agreement and the related documents to be entered into by the Partnership or (ii) the issuance of the Interest.
3. Neither the execution and delivery by the Partnership of this Agreement and the other documents executed in connection herewith to which the Partnership is a party, nor the performance by the Partnership of its obligations hereunder and thereunder will (i) conflict with or violate any provision of the Partnership Organizational Documents or the organizational documents of any Partner, (ii) constitute a violation by the Partnership of any law applicable to the Partnership or to which any of its assets is subject, (iii) violate, conflict with or result in a default or an event of default (or an event that, with notice, lapse of time, or both, would constitute a default or an event of default) under the terms of any agreement or permit to which the Partnership is a party or by which it or any of its assets or operations are bound or affected, or (iv) result in the creation of any lien, security interest or other encumbrance upon any of the assets of the Partnership.
4. There are no outstanding judgments against or adversely affecting the Partnership and there are no judicial actions or proceedings pending or, to the knowledge of the Partnership, threatened in, before or by any court, agency, tribunal or other official body against or affecting the Partnership.
5. The financial information provided by or made available by the Partnership to the Purchaser with respect to the Partnership and its assets is true, complete and accurate as of and there has been no material adverse change in the financial condition of the Partnership or its assets since. No such financial information contains or will contain any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading, in light of the circumstances then existing.
6. As of the date hereof and immediately after the issuance of the Interest, the Partnership will (i) own property and assets having a fair valuation of not less than the aggregate amount of the Partnership's debts (including indebtedness for borrowed money and contingent liabilities); (ii) have capital in an amount sufficient for its business and operations; (iii) not have incurred, and will not intend or believe itself about to incur, debts (including indebtedness for borrowed money and contingent liabilities) beyond its ability to pay as they mature; and (iv) have paid all of its indebtedness as such indebtedness has come due.
7. The Partnership has good and marketable title to the properties and assets (real and personal, tangible and intangible) necessary and appropriate for the conduct of the business of the Partnership as presently conducted, in each case free and clear of all liens, security interests and other encumbrances except as disclosed to the Purchaser in writing.
8. The Partnership is currently conducting, and has in the past conducted, its business in compliance with all applicable legal requirements and possesses all permits, licenses and certificates necessary to own, operate and conduct its business as it is currently being conducted (and as contemplated to be conducted), all such permits, licenses and certificates are in full force and effect and any necessary application for renewal of any such permit, license or certificate has been, or will be, timely filed. No proceeding to modify, suspend, terminate or otherwise limit any such permit, license or certificate is pending or threatened.

5. Indemnity.

1. Indemnification by the Partnership. From and after the date hereof, the Partnership agrees to indemnify fully, hold harmless and defend the Purchaser and its successors and assigns, from and against any and all liabilities, damages, penalties, judgments, assessments, losses, costs and expenses (including, but not limited to, reasonable attorneys' fees and the costs and expenses of investigating, defending and litigating any claims) (collectively, "Damages") sustained or incurred by such the Purchaser, its successors or assigns, arising out of, relating to or based upon (i) any inaccuracy or breach of any representation or warranty of the Partnership hereunder; (ii) any breach of any covenant or agreement of the Partnership hereunder; and (iii) any liability, either known or unknown, absolute, contingent or otherwise, incurred by the Partnership or any affiliate prior to and including the effective date hereof (other than an unknown liability in which the only Damage is a decreased value of the investment of the Purchaser). The rights of the Purchaser and its successors and assigns to be indemnified hereunder shall not be limited or affected by any investigation conducted or notice or knowledge obtained by or on behalf of the Purchaser, its successors or assigns.
2. Indemnification by the Purchaser. From and after the date hereof, the Purchaser agrees to indemnify fully, hold harmless and defend the Partnership from and against any and all Damages sustained or incurred arising out of, relating to or based upon (i) any inaccuracy or breach of any representation and warranty of the Purchaser hereunder, and (ii) any breach of any covenant or agreement of the Purchaser hereunder. The right of the Partnership to be indemnified hereunder shall not be limited or affected by any investigation conducted or notice or knowledge obtained or possessed by or on behalf of the Partnership.

6. General.

(a) Notices hereunder shall be in writing and shall be deemed to be sufficiently given or made when delivered via prepaid certified or registered first class U.S. mail, return receipt requested, to the parties at their addresses set forth on Exhibit A hereto. The notice addresses of the parties for the purpose hereof may be changed at any time and from time to time by notice given in accordance with the foregoing.

(b) This Agreement has been executed in, is to be performed in, and shall be enforced, governed and construed in all respects in accordance with the laws of the State of Maryland. This Agreement and the rights, powers and duties set forth herein shall be binding upon and inure to the benefit of the Purchaser and the Partnership and their legal representatives, successors assigns. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent of such invalidity or unenforceability and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable shall not affect the validity or unenforceability of any other provision hereof. This Agreement may be executed in multiple counterparts and/or via multiple and separate signature pages. All such counterparts and signature pages shall constitute collect ively one Agreement.

[END OF PAGE.]

IN WITNESS WHEREOF, the Partnership and the Purchaser have executed this Agreement under seal as of the date first set forth above, and the other Partners in the Partnership have executed this Agreement to signify their consent thereto.

Partnership:

COACHMAN'S LIMITED PARTNERSHIP,

a Maryland limited partnership

By: INTERSTATE BUSINESS CORPORATION,

a Delaware corporation, General Partner

By: /s/ J. Michael Wilson[SEAL]

Print: J. Michael Wilson

Title: President

Purchaser:

AMERICAN HOUSING PROPERTIES, L.P.,

a Delaware limited partnership

By: /s/ J. Michael Wilson[SEAL]

Print: J. Michael Wilson

Title: President

PARTNERS' CONSENT:

General Partner:

INTERSTATE BUSINESS CORPORATION,

a Delaware corporation

By: /s/ J. Michael Wilson

Print: J. Michael Wilson

Title: President

The undersigned hereby consents to the foregoing and, upon and immediately after admission of the Purchaser as a Partner in the Partnership, has withdrawn and hereby withdraws from the Partnership.

Withdrawing General Partner:

WILSON SECURITIES CORPORATION,

a Delaware corporation

By: /s/ J. Michael Wilson

Print: J. Michael Wilson

Title: Vice President

Exhibit A

Coachman's Limited Partnership

___________, 2002

ORGANIZATIONAL DOCUMENTS:

Limited Partnership Certificate of Coachman's Limited Partnership, filed April 21, 1988

Limited Partnership Agreement and Amended and Restated Limited Partnership Certificate of Coachman's Limited Partnership, filed November 30, 1988

Assignment of Partnership Interest and Amendment to the Certificate of Limited Partnership of Coachman's Limited Partnership, dated as of June 30, 1997

IGC transferred 0.9 percent GP interest, and 49 percent LP interest, to IBC

Assignment of Partnership Interest and Amendment to the Certificate of Limited Partnership of Coachman's Limited Partnership, dated as of September 28, 2001

IGC transferred 0.1 percent GP interest to IBC, and withdrew from the Partnership

IBC transferred 0.1 percent LP interest to WSC

Third Amendment to Limited Partnership Agreement and Amended and Restated Limited Partnership Certificate of Coachman's Limited Partnership, dated _____________, 2002

Admission of American Housing Properties, L.P. as Limited Partner and Managing General Partner

Withdrawal of Wilson Securities Corporation as Limited Partner

PARTNERSHIP INTERESTS:

	Capital Contribution	Percentage Interest
Managing General Partner: American Housing Properties, L.P. 222 Smallwood Village Center St. Charles (Waldorf), Maryland 20602 301-843-8600	$126,316	10 %
Limited Partner: American Housing Properties L.P. 222 Smallwood Village Center St. Charles (Waldorf), Maryland 20602 301-843-8600	$1,073,684	85 %
General Partner: Interstate Business Corporation 222 Smallwood Village Center St. Charles (Waldorf), Maryland 20602 301-843-8600	CONTRIBUTIONS PREVIOUSLY MADE	5 %

WAS1 #1135699 v2

EX-2.2

Exhibit 2.2

Coachman's Landing Apartments

St. Charles (Waldorf), Maryland

FHA Project No. 052-35462

ASSIGNMENT AND TRANSFER OF LIMITED PARTNERSHIP INTEREST

WITH ACCEPTANCE, ACKNOWLEDGEMENT AND CONSENT

FOR VALUE RECEIVED, the undersigned ("Transferor") hereby sells, assigns, transfers, sets over, delivers and forever and unconditionally relinquishes unto COACHMAN'S LIMITED PARTNERSHIP, a Maryland limited partnership (the "Partnership"), all of Transferor's right, title, and interest in and to the Partnership, constituting a one-tenth of one percent (0.1%) limited partnership interest in the Partnership, and hereby withdraws from the Partnership.

Dated: November 18, 2002 Address: 222 Smallwood Village Center St. Charles, Maryland 20602 Transferor: WILSON SECURITIES CORPORATION, a Delaware corporation By: /s/ J. Michael Wilson Print: J. Michael Wilson Title: Vice President

The undersigned, as General Partner of the Partnership, in accordance with applicable provisions of the Partnership Agreement, on behalf of the Partnership and its Partners, hereby acknowledges and accepts the foregoing Assignment and Transfer of Limited Partnership Interest, and the withdrawal by the Transferor from the Partnership, and hereby redeems all interests of the Transferor in the Partnership.

Dated: November 18, 2002 Address: 222 Smallwood Village Center St. Charles, Maryland 20602 General Partner: INTERSTATE BUSINESS CORPORATION, a Delaware corporation By: /s/ J. Michael Wilson Print: J. Michael Wilson Title: President

EX-2.3

Exhibit 2.3

Village Lake Apartments

St. Charles, Maryland

FHA Project No. 052-35481

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of the _____ day of ____________, 2002, by and between VILLAGE LAKE APARTMENTS LIMITED PARTNERSHIP, a Maryland limited partnership with offices at 222 Smallwood Village Center, St. Charles (Waldorf), Maryland 20602 (the "Partnership"), and AMERICAN HOUSING PROPERTIES, L.P., a Delaware limited partnership with offices at 222 Smallwood Village Center, St. Charles, Maryland 20602 (the "Purchaser").

The Partnership was formed pursuant to the Limited Partnership Certificate and other organizational documents, if any, listed on Exhibit A which is attached hereto and incorporated herein by reference, as said document(s) have been amended (collectively, the "Partnership Organizational Documents"). Capitalized terms used herein without definition shall have the meanings given to them in the Partnership Organizational Documents.

The Purchaser wishes to purchase from the Partnership the limited partnership interest(s) and general partnership interest(s) in the Partnership shown with respect to the Purchaser on Exhibit A, which is attached hereto and incorporated herein by reference (the "Interest"), such that, after said purchase, the limited partnership interests and general partnership interests of the Purchaser and other limited partners and general partners in the Partnership shall be as set forth in said Exhibit A.

The parties hereto intend that the Interest shall be exempt from federal registration under Rule 504 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, and exempt from registration under applicable provisions of Maryland law.

In consideration of the foregoing, the parties hereby agree as follows:

1. Subscription. The Purchaser hereby subscribes for the Interest and herewith contributes capital to the Partnership such that its total Percentage Interest in the Partnership is as set forth on Exhibit A below, and the Partnership hereby accepts the same as such. The Purchaser further agrees to execute and deliver to the Partnership any other documents reasonably requested by the Partnership to substantiate satisfaction by the Purchaser of the terms and conditions established for the purchase of the Interest, and any other documents required by the Securities and Exchange Commission or any state securities regulatory agency. The Purchaser further agrees to execute an amendment to the Partnership Organizational Documents to reflect the subscription accomplished hereby.

2. Admission as Partner.

(a) Managing General Partner. Pursuant to the Partnership Organizational Documents, the Purchaser is hereby admitted to the Partnership as Managing General Partner, with a Percentage Interest as set forth in Exhibit A attached hereto. By signing below, the Purchaser hereby agrees to bound in all respects by the Partnership Organizational Documents. All other general and limited partners in the Partnership are also signing below to signify their concurrence in the admission of the Purchaser as Managing General Partner in the Partnership with Percentage Interest as aforesaid.

(b) Limited Partner. Pursuant to the Partnership Organizational Documents, the Purchaser is hereby admitted to the Partnership as a Limited Partner, with a Percentage Interest as set forth in Exhibit A attached hereto. By signing below, the Purchaser hereby agrees to bound in all respects by the Partnership Organizational Documents. All other general and limited partners in the Partnership are also signing below to signify their concurrence in the admission of the Purchaser as Limited Partner in the Partnership with Percentage Interest as aforesaid.

3. Representations Warranties, Acknowledgements, etc. of the Purchaser. The Purchaser represents, warrants, covenants, certifies, acknowledges and agrees as follows to and with the Partnership and each other Partner, as of the effective date hereof, as of the date of execution hereof and as of the date of acceptance hereof by the Partnership:

(a) The Interest purchased by the Purchaser pursuant to this Agreement will be owned only in the name of the Purchaser as indicated on the signature page hereto, unless the transfer thereof is specifically approved in writing by the Partnership.

(b) The Purchaser is purchasing the Interest for the Purchaser's own account for investment, and not for any other person or for distribution or resale to others. The Purchaser agrees that it has not and will not sell, subdivide, hypothecate or otherwise transfer said Interest without the prior written consent of the Partnership. The transferor may be requested to furnish an opinion of counsel as a condition to any such consent.

(c) Due to, among other factors, restrictions on transfer and manner and timing of payment, the value of the Interest purchased hereunder may not be equal to the purchase price of said Interest, and the Partnership and its Partners make no representation, warranty or statement of any kind as to the value of the Interest.

(d) Any federal or state tax results of an investment in or other action with respect to the Interest is not susceptible to absolute prediction, and audit adjustments to Partnership returns or returns of individual Purchasers, new developments in rulings of the Internal Revenue Service, court decisions or legislative or administrative changes may have an adverse effect on one or more of the tax consequences sought with respect to the Interest. The Partnership and its Partners make no representation, warranty or statement of any kind as to tax treatment of the Interest.

(e) The Purchaser has not relied upon any representations or other information (whether oral or written) other than as set forth in this Agreement including all Exhibits hereto or as contained in any documents or answers to questions furnished to the Purchaser by the Partnership. It is understood that the books and records of the Partnership pertaining to this investment will be available upon reasonable notice for inspection by the Purchaser during reasonable business hours at the Partnership's principal place of business.

4. Representation, Warranties, Acknowledgements, etc. of the Partnership. The Partnership represents, warrants, covenants, certifies, acknowledges, and/or agrees, as applicable, the following to and with the Purchaser, as of the date of execution hereof and as of the effective date hereof.

1. The Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Maryland and is duly qualified to do business in each jurisdiction in which such qualification is required. The Partnership has full power and authority to carry on its business and operations, and to own and lease its properties as presently conducted.
2. The Partnership has full power and authority to issue and deliver the Interest to be issued as provided in this Agreement, to execute and deliver all documents in connection therewith (including this Agreement) to which it is a party, and to perform its obligations hereunder and thereunder. The execution, delivery and performance of each of such documents to which the Partnership is a party and the issuance of the Interest have been duly authorized by all requisite action of the Partnership or its current general partner, including all required consents of the Partners and effective waivers of any preemptive rights in connection with the issuance of the Interest. This Agreement constitutes, and the other documents executed in connection with the issuance of the Interest to which the Partnership is a parry, when executed and delivered by the Partnership, will constitute, legal, valid and binding obligations of the Partnership, enforceable against the Partnership in accordance with the ir respective terms. No consent is required to be made or obtained that has not been made or obtained in connection with (i) the execution, delivery or enforceability of this Agreement and the related documents to be entered into by the Partnership or (ii) the issuance of the Interest.
3. Neither the execution and delivery by the Partnership of this Agreement and the other documents executed in connection herewith to which the Partnership is a party, nor the performance by the Partnership of its obligations hereunder and thereunder will (i) conflict with or violate any provision of the Partnership Organizational Documents or the organizational documents of any Partner, (ii) constitute a violation by the Partnership of any law applicable to the Partnership or to which any of its assets is subject, (iii) violate, conflict with or result in a default or an event of default (or an event that, with notice, lapse of time, or both, would constitute a default or an event of default) under the terms of any agreement or permit to which the Partnership is a party or by which it or any of its assets or operations are bound or affected, or (iv) result in the creation of any lien, security interest or other encumbrance upon any of the assets of the Partnership.
4. There are no outstanding judgments against or adversely affecting the Partnership and there are no judicial actions or proceedings pending or, to the knowledge of the Partnership, threatened in, before or by any court, agency, tribunal or other official body against or affecting the Partnership.
5. The financial information provided by or made available by the Partnership to the Purchaser with respect to the Partnership and its assets is true, complete and accurate as of and there has been no material adverse change in the financial condition of the Partnership or its assets since. No such financial information contains or will contain any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading, in light of the circumstances then existing.
6. As of the date hereof and immediately after the issuance of the Interest, the Partnership will (i) own property and assets having a fair valuation of not less than the aggregate amount of the Partnership's debts (including indebtedness for borrowed money and contingent liabilities); (ii) have capital in an amount sufficient for its business and operations; (iii) not have incurred, and will not intend or believe itself about to incur, debts (including indebtedness for borrowed money and contingent liabilities) beyond its ability to pay as they mature; and (iv) have paid all of its indebtedness as such indebtedness has come due.
7. The Partnership has good and marketable title to the properties and assets (real and personal, tangible and intangible) necessary and appropriate for the conduct of the business of the Partnership as presently conducted, in each case free and clear of all liens, security interests and other encumbrances except as disclosed to the Purchaser in writing.
8. The Partnership is currently conducting, and has in the past conducted, its business in compliance with all applicable legal requirements and possesses all permits, licenses and certificates necessary to own, operate and conduct its business as it is currently being conducted (and as contemplated to be conducted), all such permits, licenses and certificates are in full force and effect and any necessary application for renewal of any such permit, license or certificate has been, or will be, timely filed. No proceeding to modify, suspend, terminate or otherwise limit any such permit, license or certificate is pending or threatened.

5. Indemnity.

1. Indemnification by the Partnership. From and after the date hereof, the Partnership agrees to indemnify fully, hold harmless and defend the Purchaser and its successors and assigns, from and against any and all liabilities, damages, penalties, judgments, assessments, losses, costs and expenses (including, but not limited to, reasonable attorneys' fees and the costs and expenses of investigating, defending and litigating any claims) (collectively, "Damages") sustained or incurred by such the Purchaser, its successors or assigns, arising out of, relating to or based upon (i) any inaccuracy or breach of any representation or warranty of the Partnership hereunder; (ii) any breach of any covenant or agreement of the Partnership hereunder; and (iii) any liability, either known or unknown, absolute, contingent or otherwise, incurred by the Partnership or any affiliate prior to and including the effective date hereof (other than an unknown liability in which the only Damage is a decreased value of the investment of the Purchaser). The rights of the Purchaser and its successors and assigns to be indemnified hereunder shall not be limited or affected by any investigation conducted or notice or knowledge obtained by or on behalf of the Purchaser, its successors or assigns.
2. Indemnification by the Purchaser. From and after the date hereof, the Purchaser agrees to indemnify fully, hold harmless and defend the Partnership from and against any and all Damages sustained or incurred arising out of, relating to or based upon (i) any inaccuracy or breach of any representation and warranty of the Purchaser hereunder, and (ii) any breach of any covenant or agreement of the Purchaser hereunder. The right of the Partnership to be indemnified hereunder shall not be limited or affected by any investigation conducted or notice or knowledge obtained or possessed by or on behalf of the Partnership.

6. General.

(a) Notices hereunder shall be in writing and shall be deemed to be sufficiently given or made when delivered via prepaid certified or registered first class U.S. mail, return receipt requested, to the parties at their addresses set forth on Exhibit A hereto. The notice addresses of the parties for the purpose hereof may be changed at any time and from time to time by notice given in accordance with the foregoing.

(b) This Agreement has been executed in, is to be performed in, and shall be enforced, governed and construed in all respects in accordance with the laws of the State of Maryland. This Agreement and the rights, powers and duties set forth herein shall be binding upon and inure to the benefit of the Purchaser and the Partnership and their legal representatives, successors assigns. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent of such invalidity or unenforceability and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable shall not affect the validity or unenforceability of any other provision hereof. This Agreement may be executed in multiple counterparts and/or via multiple and separate signature pages. All such counterparts and signature pages shall constitute collect ively one Agreement.

[END OF PAGE.]

IN WITNESS WHEREOF, the Partnership and the Purchaser have executed this Agreement under seal as of the date first set forth above, and the other Partners in the Partnership have executed this Agreement to signify their consent thereto.

Partnership:

VILLAGE LAKE APARTMENTS LIMITED PARTNERSHIP,

a Maryland limited partnership

By: INTERSTATE BUSINESS CORPORATION,

a Delaware corporation, General Partner

By: /s/ J. Michael Wilson[SEAL]

Print: J. Michael Wilson

Title: President

Purchaser:

AMERICAN HOUSING PROPERTIES, L.P.,

a Delaware limited partnership

By: /s/ J. Michael Wilson[SEAL]

Print: J. Michael Wilson

Title: President

PARTNERS' CONSENT:

General Partner:

INTERSTATE BUSINESS CORPORATION,

a Delaware corporation

By: /s/ J. Michael Wilson

Print: J. Michael Wilson

Title: President

The undersigned hereby consents to the foregoing and, upon and immediately after admission of the Purchaser as a Partner in the Partnership, has withdrawn and hereby withdraws from the Partnership.

Withdrawing Limited Partner:

KEMPT CORPORATION,

a Delaware corporation

By: /s/ J. Michael Wilson

Print: J. Michael Wilson

Title: Vice President

Exhibit A

Village Lake Apartments Limited Partnership

___________, 2002

ORGANIZATIONAL DOCUMENTS:

Certificate of Limited Partnership of Village Lake Apartments Limited Partnership, filed May 28, 1991

First Amendment to Certificate of Limited Partnership of Village Lake Apartments Limited Partnership, filed May 13, 1992

Admission of Kempt Corporation as LP & withdrawal of J. Michael Wilson as LP, January 1, 1992

Second Amendment to Certificate and Agreement of Limited Partnership of Village Lake Apartments Limited Partnership, dated ____________, 2002

Admission of American Housing Properties, L.P. as Limited Partner and Managing General Partner

Withdrawal of Kempt Corporation as Limited Partner

PARTNERSHIP INTERESTS:

	Capital Contribution	Percentage Interest
Managing General Partner: American Housing Properties, L.P. 222 Smallwood Village Center St. Charles (Waldorf), Maryland 20602 301-843-8600	$42,105	10 %
Limited Partner: American Housing Properties L.P. 222 Smallwood Village Center St. Charles (Waldorf), Maryland 20602 301-843-8600	$357,895	85 %
General Partner: Interstate Business Corporation 222 Smallwood Village Center St. Charles (Waldorf), Maryland 20602 301-843-8600	CONTRIBUTIONS PREVIOUSLY MADE	5 %

WAS1 #1135687 v2

EX-2.4

Exhibit 2.4

Village Lake Apartments

St. Charles (Waldorf), Maryland

FHA Project No. 052-35481

ASSIGNMENT AND TRANSFER OF LIMITED PARTNERSHIP INTEREST

WITH ACCEPTANCE, ACKNOWLEDGEMENT AND CONSENT

FOR VALUE RECEIVED, the undersigned ("Transferor") hereby sells, assigns, transfers, sets over, delivers and forever and unconditionally relinquishes unto VILLAGE LAKE APARTMENTS LIMITED PARTNERSHIP, a Maryland limited partnership (the "Partnership"), all of Transferor's right, title, and interest in and to the Partnership, constituting a one percent (1%) limited partnership interest in the Partnership, and hereby withdraws from the Partnership.

Dated: November 18, 2002 Address: 222 Smallwood Village Center St. Charles, Maryland 20602 Transferor: KEMPT CORPORATION, a Delaware corporation By: /s/ J. Michael Wilson Print: J. Michael Wilson Title: Vice President

The undersigned, as General Partner of the Partnership, in accordance with applicable provisions of the Partnership Agreement, on behalf of the Partnership and its Partners, hereby acknowledges and accepts the foregoing Assignment and Transfer of Limited Partnership Interest, and the withdrawal by the Transferor from the Partnership, and hereby redeems all interests of the Transferor in the Partnership.

Dated: November 18, 2002 Address: 222 Smallwood Village Center St. Charles, Maryland 20602 General Partner: INTERSTATE BUSINESS CORPORATION, a Delaware corporation By: /s/ J. Michael Wilson Print: J. Michael Wilson Title: Vice President

EX-99

Exhibit 99

News Release

FOR IMMEDIATE RELEASE	CONTACT
January 28, 2003	Craig Renner
	301-843-8600

ACPT ACQUIRES TWO ST. CHARLES APARTMENT PROPERTIES

ST. CHARLES, MD.- American Community Properties Trust (AMEX, PSE:APO) announced today that it has completed the acquisition of a 95% interest, including controlling general partner interest, in two apartment properties in St. Charles.

ACPT contributed $1.7 million dollars to the Coachman's Landing and Village Lake apartment properties, owned by a related party, in exchange for a 95% ownership interest. Prior to the transaction, ACPT had managed the properties through its subsidiary, American Rental Management Company (ARMC); ARMC will continue providing management services to the properties.

ACPT financed the acquisition through a ten-year, $2 million dollar loan. The Company's share of cash flow from the properties will exceed payment amounts on the loan, resulting in a positive contribution to ACPT's cash flow.

Coachman's Landing features 104 two-bedroom patio apartments, with rents starting at $1,200 per month. Village Lake features 122 one-bedroom units in a mid-rise setting, with rents starting at $920 per month.

"These two properties, which have a strong reputation for quality and high occupancy rates, were priced below the appraised value," said Edwin L. Kelly, President and Chief Operating Officer of ACPT. "Consequently, this acquisition strengthens our apartment portfolio, and now fully consolidated, will increase Company revenues. A core component of our business plan has been to maximize the value and revenues provided by our apartment portfolio, and this acquisition represents another important step in meeting that goal," said Mr. Kelly.

During the fourth quarter of 2002, the Company refinanced three apartment properties in St. Charles and San Juan in order to buy out investment partners, finance improvements, increase the Company's share of revenues and cash flow from the properties, and repay recourse debt.

"ACPT will continue to look for opportunities to further the goals outlined by our Board of Trustees in the Company's long-term business plan," said Mr. Kelly. "These recent transactions all represent decisive steps to improve the Company's cash flow and overall financial performance."

For more information, visit us on the web at www.stcharlesmd.com For more information about ACPT, visit www.acptrust.com.

ACPT is a diversified real estate organization with operations in Maryland and Puerto Rico that specializes in community development, homebuilding, investment apartment properties, and asset management services. ACPT is currently listed on the American and Pacific stock exchanges under the symbol AmCmntyProp (APO).

This press release contains forward-looking statements. Investors are cautioned that all forward-looking statements involve risks, uncertainties, and other factors that could cause actual results to differ materially from those in the forward-looking statement. Forward-looking statements related to anticipated revenues, gross margins, earnings, and the growth of the market for our products. Numerous factors could cause results to differ, including but not limited to changes in market demand and acceptance of company products, impact of competitive products and pricing, dependence on third-party suppliers, changes in government regulations, and the normal cyclical nature of the real estate and development economy. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it gives no assurance that its expectations will be attained.