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) May 15, 2007

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)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On May 15, 2007 American Community Properties Trust issued a press release announcing its financial and operational results for the first quarter of 2007. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Form 8-K, including the attached exhibit, is being furnished under Item 2.02 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits
99.1	Press Release of American Community Properties Trust issued on May 15, 2007

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: May 15, 2007	By:/s/Cynthia L. Hedrick
	Cynthia L. Hedrick Executive Vice President and Chief Financial Officer

EX-99.1

News Release

FOR IMMEDIATE RELEASE	CONTACT
May 15, 2007	Craig J. Renner
	301-843-8600

ACPT ANNOUNCES FIRST QUARTER 2007 EARNINGS

AND DECLARES DIVIDEND

ST. CHARLES, MD.—American Community Properties Trust (ACPT) (AMEX, PSE:APO) a diversified real estate organization, today announced results for the three months ended March 31, 2007, and a cash dividend of $.10 per share, payable on June 13, 2007 to shareholders of record on May 30, 2007.

For the three months ended March 31, 2007, the Company reported net income of $24,000, or $0.00 per basic and diluted share, on operating revenue of $21,987,000. This compares to net income of $501,000, or $0.10 per basic and diluted share, on operating revenue of $21,622,000 for the same period in 2006.

“The reduction in net income for the first quarter is attributable to the timing of our lot sales in St. Charles’ Fairway Village and condominium sales in Puerto Rico,” said J. Michael Wilson, Chairman and Chief Executive Officer. Mr. Wilson added that in the fourth quarter of 2006, the Company delivered 28 single family and 51 townhome lots to Lennar, providing the homebuilder with sufficient inventory for its operations in early 2007.

“Results are cyclical, and for proper analysis must be viewed over an extended period of time. When viewed in that larger context, we believe these results demonstrate the resiliency of our corporate business model. Because of revenue growth in our multifamily apartment portfolio, and strong demand for commercial parcels in St. Charles, the Company was able to partially negate the reduced level of lot sales to Lennar and sale of condominium units in Parque Escorial in the first quarter of this year,” said Mr. Wilson.

Effective January 1, 2007, the Company implemented Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), which resulted in a $1,458,000 cumulative reduction to retained earnings. The impact of FIN 48 also reduced net income for the quarter ended March 31, 2007 by approximately $209,000 related to additional tax, interest and penalties accrued on uncertain tax positions.

Edwin L. Kelly, President and Chief Operating Officer, noted that rental property revenues increased $1.6 million for the first quarter of 2007, compared to the same period in 2006. Mr. Kelly primarily attributed the increase to the Company’s purchase of two apartment properties near Baltimore, Maryland, in 2006, and the construction of Sheffield Greens, a 252-unit apartment property in the planned community of St. Charles. “We had leased 78% of the total number of units by the end of the first quarter of 2007, and current leasing and occupancy of Sheffield Greens exceeds 90%,” said Mr. Kelly.

In addition, the Company reported $2.5 million dollars in commercial land sales in St. Charles for the three month period, compared to $593,000 for the same quarter of 2006. In January 2007 the Company reported the sale of a second parcel in the O’Donnell Lake Restaurant Park; Company officials expect the first restaurant to open in the facility in mid-summer 2007.

During the first quarter of 2007, the Company delivered seven townhome lots in St. Charles’ Sheffield neighborhood to Lennar, generating revenue of $613,000. In the same period of 2006, the Company delivered 20 single-family residential lots, generating $2.6 million in revenue.

In Parque Escorial, homebuilding sales decreased $937,000 for the three months ended March 31, 2007, compared to the same period in 2006. During the first quarter of 2007, 12 units were sold in Torres del Escorial at an average selling price of $257,000 per unit; in the same period of 2006, the Company sold 16 units at an average price of $252,000 per unit.

“We would also note that prices for new homes in Sheffield neighborhood and in Parque Escorial remain strong,” added Mr. Kelly. “Most importantly, because of the diversity of our lines of business, ACPT’s balance sheet remains strong as of March 31, 2007.”

Mr. Kelly also pointed out that the Company has $2.7 million in commercial sales under contract expected to close by the end of 2007. In addition, the Company reported having 157 single-family and 46 townhome lots available for delivery to Lennar in St. Charles.

The Company also benefited from the collection of a note receivable related to the sale of El Monte in 2004. As a result, net income for the quarter ended March 31, 2007, increased by $921,000. The Company had previously deferred revenue recognition on this note until the cash was received, which occurred in January 2007.

Mr. Kelly noted that ACPT’s operating results should be evaluated over an extended period of time due to the cyclical nature of its business.

Company Information

ACPT (AMEX:APO) is a diversified real estate organization with operations in Maryland and Puerto Rico that specializes in community development, homebuilding, investment in rental properties, and asset management services. ACPT is currently listed on the American and Pacific stock exchanges under the symbol AmCmntyProp (APO). When filed, ACPT’s Form 10-Q will be available via the Internet at http://www.acptrust.com.

Certain matters within this press release may be deemed to be forward-looking statements within the meaning of the federal securities laws. 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 relate 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 the Company products, impact of competitive products and pricing, dependence on third-party customers (specifically Lennar Corp.), dependence on third-party suppliers, changes in government regulations, the normal cyclical nature of the real estate industry and development economy and changes in our tax status. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. For more information, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, which is on file with the Security and Exchange Commission as well as, when filed, the quarterly report on Form 10-Q for the three-month period ended March 31, 2007.

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AMERICAN COMMUNITY PROPERTIES TRUST

UnauditedFinancial Highlights

	For the three months ended
	March 31, 2007			March 31, 2006
Revenues	$	21,987,000		$	21,622,000
Expenses		17,676,000			16,435,000
Operating Income		4,311,000			5,187,000
Other Income and Expenses		(3,764,000	)		(4,267,000	)
Income before provision for income taxes		547,000			920,000
Provision for income taxes		523,000			419,000
Net income	$	24,000		$	501,000
Earnings per share
Basic and Diluted	$	-		$	0.10
Weighted average shares outstanding
Basic and Diluted		5,208			5,198
Special cash dividend per share	$	-		$	0.43
Quarterly cash dividend per share	$	0.10		$	0.10
Total cash dividends per share	$	0.10		$	0.53

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