SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-Q



(Mark One)

|/X/  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002, OR                   
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|/  / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______________ TO _________________

Commission file number 1-14369

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

|MARYLAND(State or other jurisdiction of incorporation or organization) | 52-2058165(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------- | ----------------------------------------------

222 Smallwood Village Center
St. Charles, Maryland  20602

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

Yes /X/          No /  /

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

5,191,554 Common Shares



AMERICAN COMMUNITY PROPERTIES TRUST
FORM 10-Q
INDEX

|        |                                                                                                                                          | PageNumber
|------- | ---------------------------------------------------------------------------------------------------------------------------------------- | ----------
|PART I  | FINANCIAL INFORMATION                                                                                                                    |           
|Item 1. | Consolidated Financial Statements                                                                                                        |           
|        | Consolidated Statements of Income for the Three Months Ended March 31, 2002 and 2001 (Unaudited)                                         | 3         
|        | Consolidated Balance Sheets as of March 31, 2002 (Unaudited) and December 31, 2001 (Audited)                                             | 4         
|        | Consolidated Statements of Cash Flow for the Three Months Ended March 31, 2002 and 2001 (Unaudited)                                      | 6         
|        | Notes to Consolidated Financial Statements (Unaudited)                                                                                   | 7         
|Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2002 and 2001 | 16        
|Item 3. | Quantitative and Qualitative Disclosure about Market Risk                                                                                | 19        
|PART II | OTHER INFORMATION                                                                                                                        |           
|Item 1. | Legal Proceedings                                                                                                                        | 20        
|Item 2  | Material Modifications of Rights of Registrant's Securities                                                                              | 21        
|Item 3. | Defaults Upon Senior Securities                                                                                                          | 21        
|Item 4. | Submission of Matters to a Vote of Security Holders                                                                                      | 21        
|Item 5. | Other Information                                                                                                                        | 21        
|Item 6. | Exhibits and Reports on Form 8-K                                                                                                         | 21        
|        | Signatures                                                                                                                               | 22        





|AMERICAN COMMUNITY PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31,(In thousands, except per share amounts)
(Unaudited)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                              
|                                                                                                                                                              
|                                                                                                                                                              
|Revenues                                                                                                                                                      
|Community development-land sales                                                                                                                              
|Equity in earnings from partnerships and developer fees                                                                                                       
|Rental property revenues                                                                                                                                      
|Management and other fees, substantially all from related entities                                                                                            
|Reimbursement of expenses related to managed entities                                                                                                         
|Interest and other income                                                                                                                                     
|Total revenues                                                                                                                                                
|                                                                                                                                                              
|Expenses                                                                                                                                                      
|Cost of land sales                                                                                                                                            
|Selling and marketing                                                                                                                                         
|Rental properties expenses:                                                                                                                                   
|Operating                                                                                                                                                     
|Interest                                                                                                                                                      
|Depreciation and amortization                                                                                                                                 
|Expenses reimbursed from managed entities                                                                                                                     
|General and administrative                                                                                                                                    
|Interest expense-other                                                                                                                                        
|Depreciation and amortization-other                                                                                                                           
|Total expenses                                                                                                                                                
|                                                                                                                                                              
|Income before provision for income taxes and minority interest                                                                                                
|Provision for income taxes                                                                                                                                    
|                                                                                                                                                              
|Income before minority interest                                                                                                                               
|Minority interest                                                                                                                                             
|Net income                                                                                                                                                    
|Basic and diluted net income per share                                                                                                                        
|Weighted average shares outstanding-basic                                                                                                                     
|Weighted average shares outstanding-diluted                                                                                                                   
|                                                                                                                                                              
|                                                                                                                                                              
|                                                                                                                                                              
|                                                                                                                                                              
|                                                                                                                                                              
|                                                                                                                                                              
|                                                                                                                                                              
|                                                                                                                                                              
|The accompanying notes are an integral part of these consolidated statements.                                                                                 





|AMERICAN COMMUNITY PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS(In thousands)ASSETS
|-----------------------------------------------------------------------------------
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Cash and Cash Equivalents                                                          
|Unrestricted                                                                       
|Restricted                                                                         
|                                                                                   
|Assets Related to Investment Properties                                            
|Operating properties, net of accumulated depreciation of                           
|$25,380 and $25,071, respectively                                                  
|Investment in unconsolidated apartment partnerships, net of                        
|deferred income of $311 and $380, respectively                                     
|Investment in unconsolidated commercial property partnerships                      
|Other receivables, net of reserves of $204 and $203, respectively                  
|                                                                                   
|Assets Related to Community Development                                            
|Land and development costs                                                         
|Puerto Rico                                                                        
|St. Charles, Maryland                                                              
|Notes receivable on lot sales and other                                            
|                                                                                   
|Assets Related to Homebuilding                                                     
|Homebuilding construction and land                                                 
|                                                                                   
|Other Assets                                                                       
|Receivables and other                                                              
|Property, plant and equipment, less accumulated depreciation                       
|of $1,966 and $1,911, respectively                                                 
|                                                                                   
|Total Assets                                                                       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|The accompanying notes are an integral part of these consolidated statements.      



|AMERICAN COMMUNITY PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS(In thousands, except share and per share amounts)LIABILITIES AND SHAREHOLDERS' EQUITY
|-----------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|Liabilities Related to Investment Properties                                                                                                         
|Recourse debt                                                                                                                                        
|Non-recourse debt                                                                                                                                    
|Accounts payable, accrued liabilities and deferred income                                                                                            
|                                                                                                                                                     
|                                                                                                                                                     
|Liabilities Related to Community Development                                                                                                         
|Recourse debt                                                                                                                                        
|Accounts payable, accrued liabilities and deferred income                                                                                            
|                                                                                                                                                     
|                                                                                                                                                     
|Liabilities Related to Homebuilding                                                                                                                  
|Recourse debt                                                                                                                                        
|Accounts payable and accrued liabilities                                                                                                             
|                                                                                                                                                     
|                                                                                                                                                     
|Other Liabilities                                                                                                                                    
|Accounts payable and accrued liabilities                                                                                                             
|Notes payable and capital leases                                                                                                                     
|Accrued income tax liability-current                                                                                                                 
|Accrued income tax liability-deferred                                                                                                                
|                                                                                                                                                     
|Total Liabilities                                                                                                                                    
|                                                                                                                                                     
|Shareholders' Equity                                                                                                                                 
|Common shares, $.01 par value, 10,000,000 shares authorized,                                                                                         
|5,191,554 shares issued and outstanding                                                                                                              
|Treasury stock                                                                                                                                       
|Additional paid-in capital                                                                                                                           
|Retained earnings                                                                                                                                    
|Total Shareholders' Equity                                                                                                                           
|                                                                                                                                                     
|Total Liabilities and Shareholders' Equity                                                                                                           
|                                                                                                                                                     
|                                                                                                                                                     
|                                                                                                                                                     
|The accompanying notes are an integral part of these consolidated statements.                                                                        





|AMERICAN COMMUNITY PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31,(In thousands)
(Unaudited)
|---------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                       
|                                                                                                                                       
|                                                                                                                                       
|Cash Flows from Operating Activities                                                                                                   
|Net income                                                                                                                             
|Adjustments to reconcile net income to net cash provided by                                                                            
|operating activities:                                                                                                                  
|Depreciation and amortization                                                                                                          
|Provision for deferred income taxes                                                                                                    
|Equity in earnings-unconsolidated apartment partnerships and developer fees                                                            
|Distributions-unconsolidated apartment partnerships                                                                                    
|Equity in earnings-unconsolidated commercial property partnerships                                                                     
|Distributions-unconsolidated commercial property partnerships                                                                          
|Cost of sales-community development                                                                                                    
|Homebuilding construction expenditures                                                                                                 
|Changes in notes and accounts receivable                                                                                               
|Changes in accounts payable, accrued liabilities and deferred income                                                                   
|Net cash (used in) provided by operating activities                                                                                    
|                                                                                                                                       
|Cash Flows from Investing Activities                                                                                                   
|Investment in land development                                                                                                         
|Change in investments-unconsolidated rental property partnerships                                                                      
|Change in restricted cash                                                                                                              
|Additions to rental operating properties, net                                                                                          
|Dispositions of other assets                                                                                                           
|Net cash used in investing activities                                                                                                  
|                                                                                                                                       
|Cash Flows from Financing Activities                                                                                                   
|Cash proceeds from debt financing                                                                                                      
|Payment of debt                                                                                                                        
|Net cash provided by (used in) financing activities                                                                                    
|                                                                                                                                       
|Net Decrease in Cash and Cash Equivalents                                                                                              
|Cash and Cash Equivalents, Beginning of Year                                                                                           
|Cash and Cash Equivalents, March 31,                                                                                                   
|                                                                                                                                       
|                                                                                                                                       
|                                                                                                                                       
|                                                                                                                                       
|                                                                                                                                       
|                                                                                                                                       
|                                                                                                                                       
|The accompanying notes are an integral part of these consolidated statements.                                                          



AMERICAN COMMUNITY PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002





|(1) | ORGANIZATION
|--- | ------------

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

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

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

|(2) | BASIS OF PRESENTATION AND PRINCIPLES OF ACCOUNTING
|--- | --------------------------------------------------

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

The accompanying consolidated financial statements are unaudited but include all adjustments (consisting of normal recurring adjustments) which the Company's management considers necessary for a fair presentation of the results of operations for the interim periods. The operating results for the three months ended March 31, 2002 are not necessarily indicative of the results that may be expected for the year.  Net income per share is calculated based on weighted average shares outstanding.  Weighted average shares was adjusted during the three months ended March 31, 2002 and 2001 to reflect dilutive potential common shares related to outstanding warrants. No adjustment was made for anti-dilutive options and warrants.

The Company's management agreements require the rental partnerships to pay a management fee plus reimburse the Company for certain payroll and out of pocket expenses incurred on behalf of the partnerships.  Consistent with EITF 99-19, "Income Characterization of Reimbursements Received for Out of Pocket Expenses Incurred", which is effective for the quarter ended March 31, 2002, the Company has presented these reimbursements as revenues.

These unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and note disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles ("GAAP") have been condensed or omitted.  While Management believes that the disclosures presented are adequate to make the information not misleading, it is suggested that these financial statements be read in conjunction with the financial statements and the notes included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2001.

|(3) | INVESTMENT IN UNCONSOLIDATED PARTNERSHIPS
|--- | -----------------------------------------

Apartment Partnerships

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

|                                            |              |  | Projects              |  |               
|------------------------------------------- | ------------ |  | --------------------- |  | --------------
|                                            | Operating    |  | Under Condo           |  |               
|                                            | Properties   |  | Conversion            |  | Total         
|                                            |              |  |                       |  |               
|Summary Financial Position:                 |              |  |                       |  |               
|Total Assets                                |              |  |                       |  |               
|March 31, 2002                              | $     87,882 |  | $                  66 |  | $       87,948
|December 31, 2001                           | 88,733       |  | 79                    |  | 88,812        
|Total Non-Recourse Debt                     |              |  |                       |  |               
|March 31, 2002                              | 97,623       |  | -                     |  | 97,623        
|December 31, 2001                           | 98,400       |  | -                     |  | 98,400        
|Total Other Liabilities                     |              |  |                       |  |               
|March 31, 2002                              | 10,491       |  | 16                    |  | 10,507        
|December 31, 2001                           | 10,841       |  | 29                    |  | 10,870        
|Total Deficit                               |              |  |                       |  |               
|March 31, 2002                              | (20,232)     |  | 50                    |  | (20,182)      
|December 31, 2001                           | (20,508)     |  | 50                    |  | (20,458)      
|Company's Investment                        |              |  |                       |  |               
|March 31, 2002                              | 8,602        |  | 47                    |  | 8,649         
|December 31, 2001                           | 8,350        |  | 102                   |  | 8,452         
|                                            |              |  |                       |  |               
|Summary of Operations:                      |              |  |                       |  |               
|Total Revenue                               |              |  |                       |  |               
|Three Months Ended March 31, 2002           | 6,988        |  | -                     |  | 6,988         
|Three Months Ended March 31, 2001           | 6,891        |  | 515                   |  | 7,406         
|Net Income                                  |              |  |                       |  |               
|Three Months Ended March 31, 2002           | 609          |  | -                     |  | 609           
|Three Months Ended March 31, 2001           | 342          |  | 56                    |  | 398           
|Company's recognition of equity in earnings |              |  |                       |  |               
|and developer fees                          |              |  |                       |  |               
|Three Months Ended March 31, 2002           | 326          |  | (55)                  |  | 271           
|Three Months Ended March 31, 2001           | 316          |  | 28                    |  | 344           



|                                                |            |  | Projects    |  |      
|----------------------------------------------- | ---------- |  | ----------- |  | -----
|                                                | Operating  |  | Under Condo |  |      
|                                                | Properties |  | Conversion  |  | Total
|                                                |            |  |             |  |      
|Summary of Cash Flows:                          |            |  |             |  |      
|Cash flows from operating activities            |            |  |             |  |      
|Three Months Ended March 31, 2002               | 1,723      |  | (14)        |  | 1,709
|Three Months Ended March 31, 2001               | 1,888      |  | 312         |  | 2,200
|Company's share of cash flows from              |            |  |             |  |      
|operating activities                            |            |  |             |  |      
|Three Months Ended March 31, 2002               | 634        |  | (7)         |  | 627  
|Three Months Ended March 31, 2001               | 702        |  | 156         |  | 858  
|Operating cash distributions                    |            |  |             |  |      
|Three Months Ended March 31, 2002               | 333        |  | -           |  | 333  
|Three Months Ended March 31, 2001               | 578        |  | -           |  | 578  
|Company's share of operating cash distributions |            |  |             |  |      
|Three Months Ended March 31, 2002               | 112        |  | -           |  | 112  
|Three Months Ended March 31, 2001               | 185        |  | -           |  | 185  

The unconsolidated apartment partnerships as of March 31, 2002 include 15 partnerships owning 3,767 rental units in 18 apartment complexes.  These complexes are owned by Alturas Del Senorial Associates Limited Partnership, Bannister Associates Limited Partnership, Bayamon Gardens Associates Limited Partnership, Brookside Gardens Limited Partnership, Carolina Associates Limited Partnership, Colinas de San Juan Associates Limited Partnership, Crossland Associates Limited Partnership, Essex Apartments Associates Limited Partnership, Huntington Associates Limited Partnership, Jardines de Caparra Associates Limited Partnership, Lakeside Apartments Limited Partnership, Monserrate Associates Limited Partnership, San Anton Associates Limited Partnership, Turabo Limited Dividend Partnership and Valle del Sol Limited Partnership.  In addition, the Company holds an ownership interest in a partnership, New Center Associates Limited Partnership, whose rental complex was converted into condominiums, all of which have been sold.  When all the affairs of this partnership are concluded, the partnership will be liquidated.  The Company holds a general partner interest in these partnerships and generally shares in zero to 5% of profits, losses and cash flow from operations until such time as the limited partners have received cash distributions equal to their capital contributions.  Thereafter, the Company generally shares in 50% of cash distributions from operations.  Pursuant to the partnership agreements, the general partners of the unconsolidated partnerships are prohibited from selling or refinancing the apartment complexes without majority limited partner approval.  Due to the absence of control and non-majority ownership, these partnerships are accounted for under the equity method of accounting.



Unconsolidated Commercial Property Partnerships

In December 1998, the Company obtained a limited partner interest in ELI, S.E. ("ELI"), a partnership formed for the purpose of constructing a building to lease to the State Insurance Fund of the Government of Puerto Rico.  ACPT contributed the land in exchange for $700,000 and 27.82% ownership interest in the partnership's assets producing a 45.26% interest in the cash flows generated by the thirty-year lease of the building.  The building was completed and occupied during July 2000. The following tables summarize ELI's financial information (in thousands):

|SUMMARY OF FINANCIAL POSITION:                          |                      |  |                     
|------------------------------------------------------- | -------------------- |  | --------------------
|                                                        | As Of               
|                                                        | March 31,            |  | December 31,        
|                                                        | 2002                 |  | 2001                
|                                                        |                      |  |                     
|Total assets                                            | $         29,290     |  | $           28,837  
|Total liabilities                                       | 26,288               |  | 25,907              
|Total equity                                            | 3,002                |  | 2,930               
|Company's investment                                    | 5,053                |  | 5,021               
|                                                        |                      |  |                     
|                                                        |                      |  |                     
|SUMMARY OF OPERATIONS:                                  |                      |  |                     
|                                                        | For the Three Months
|                                                        | Ended March 31,     
|                                                        | 2002                 |  | 2001                
|                                                        |                      |  |                     
|Total revenue                                           | $              897   |  | $                896
|Net income                                              | 404                  |  | 434                 
|Company's recognition of equity in earnings             | 183                  |  | 196                 
|                                                        |                      |  |                     
|                                                        |                      |  |                     
|SUMMARY OF OPERATING CASH FLOWS:                        |                      |  |                     
|                                                        | For the Three Months
|                                                        | Ended March 31,     
|                                                        | 2002                 |  | 2001                
|                                                        |                      |  |                     
|Cash flows from operating activities                    | $              828   |  | $                542
|Company's share of cash flows from operating activities | 375                  |  | 245                 
|Operating cash distributions                            | 329                  |  | 823                 
|Company's share of operating cash distributions         | 151                  |  | 372                 













|(4) | DEBT
|--- | ----

The Company's outstanding debt is collateralized primarily by land, land improvements, housing, receivables, investments in partnerships, and rental properties.  The following table summarizes the indebtedness of the Company at March 31, 2002 and December 31, 2001 (in thousands):

|                                  | Maturity  |  | Interest     |  | Outstanding     
|--------------------------------- | --------- |  | ------------ |  | ----------------
|                                  | Dates     |  | Rates (a)    |  | March 31,       
|                                  | From/To   |  | From/To      |  | 2002            
|Related to community development: |           |  |              |  |                 
|Recourse debt                     | 06-30-02/ |  | Non-interest |  | $         37,366
|                                  | 02-15-06  |  | bearing/9.5% |  |                 
|                                  |           |  |              |  |                 
|Related to homebuilding:          |           |  |              |  |                 
|Recourse debt                     | 08-31-03  |  | P            |  | 7,851           
|                                  |           |  |              |  |                 
|Related to investment properties: |           |  |              |  |                 
|Recourse debt                     | 12-15-02  |  | 5.12%        |  | 357             
|Non-recourse debt                 | 10-01-19/ |  | 6.6%/        |  | 36,940          
|                                  | 10-01-28  |  | 7.75%        |  |                 
|General:                          |           |  |              |  |                 
|Recourse debt                     | 05-01-02/ |  | 5.9%/        |  | 549             
|                                  | 02-01-06  |  | 18.5%        |  |                 
|Total debt                        |           |  |              |  | $         83,063



The Company's loans contain various financial, cross collateral, cross default, technical and restrictive provisions.  Lender approval is required prior to Land Development Associates S.E. ("LDA") or Brisas de Parque Escorial, Inc. ("Brisas"): making any guarantee or loan out of the normal course of business; selling or disposing of substantially all of its assets outside the normal course of business; entering into any significant new line of business; making cash distributions in excess of distributions to pay income taxes on LDA or Brisas generated taxable income unless certain conditions exist that provide adequate working capital for debt service and operations for the following twelve months; making any change in ownership, amendments to partnership agreement or any merger reorganization or acquisition.  As of March 31, 2002, the Company is in compliance with the provisions of its loan agreements.

As of March 31, 2002, the $37,366,000 of recourse debt related to community development assets is fully collateralized by substantially all the community development assets.  As of March 31, 2002, recourse investment properties debt is secured by distributions and proceeds from the remaining partnership that converted its apartments into condominiums. The non-recourse investment properties debt is collateralized by apartment projects and secured by the Federal Housing Administration ("FHA") or the Maryland Housing Fund.  Mortgage notes payable of $6,612,000 have stated interest rates of 7.5% and 7.75%; however, after deducting interest subsidies provided by HUD, the effective interest rate over the life of the loans is 1%.





|(5) | RELATED PARTY TRANSACTIONS
|--- | --------------------------

ACPT, certain officers and trustees of ACPT, IGC and a general partner of IGC, Interstate Business Corporation ("IBC"), have ownership interests in various entities that conduct business with the Company.  The financial impact of the related party transactions on the accompanying consolidated financial statements are reflected below (in thousands):

|CONSOLIDATED STATEMENT OF INCOME:                                   |      |  |                     |  |                    
|------------------------------------------------------------------- | ---- |  | ------------------- |  | -------------------
|                                                                    |      |  | Three Months Ended 
|                                                                    |      |  | March 31,          
|                                                                    |      |  | 2002                |  | 2001               
|Management and Other Fees (A)                                       |      |  |                     |  |                    
|Unconsolidated subsidiaries with third party partners               |      |  | $              444  |  | $              454 
|Affiliates of James Michael Wilson, CEO and Trustee                 |      |  | 222                 |  | 190                
|                                                                    |      |  | $              666  |  | $              644 
|Interest and Other Income                                           |      |  |                     |  |                    
|Unconsolidated subsidiaries with third party partners               |      |  | $                12 |  | $                12
|                                                                    |      |  |                     |  |                    
|General and Administrative Expense                                  |      |  |                     |  |                    
|Affiliates of James Michael Wilson, CEO and Trustee                 | (B1) |  | $                94 |  | $                79
|Reimbursement to IBC for ACPT's share of J. Michael Wilson's salary |      |  | 55                  |  | 23                 
|Reimbursement of administrative costs-                              |      |  |                     |  |                    
|Affiliates of James Michael Wilson, CEO and Trustee                 |      |  | (1)                 |  | (20)               
|IGC                                                                 | (B4) |  | (6)                 |  | (11)               
|James J. Wilson, IGC director                                       | (B3) |  | 50                  |  | 50                 
|Thomas J. Shafer, Trustee                                           | (B5) |  | 12                  |  | 8                  
|                                                                    |      |  | $              204  |  | $              129 
|Interest Expense                                                    |      |  |                     |  |                    
|KEMBT Corporation                                                   | (B2) |  | $                -  |  | $                53
|                                                                    |      |  |                     |  |                    
|                                                                    |      |  |                     |  |                    
|BALANCE SHEET IMPACT:                                               |      |  | Balance             |  | Balance            
|                                                                    |      |  | March 31,           |  | December 31,       
|                                                                    |      |  | 2002                |  | 2001               
|Assets Related to Rental Properties                                 |      |  |                     |  |                    
|Receivables-All unsecured and due on demand                         |      |  |                     |  |                    
|Unconsolidated subsidiaries with third party partners               |      |  | $              821  |  | $              866 
|Affiliates of James Michael Wilson, CEO and Trustee                 |      |  | 265                 |  | 193                
|                                                                    |      |  | $           1,086   |  | $           1,059  
|Other Assets                                                        |      |  |                     |  |                    
|Receivables-All due on demand                                       |      |  |                     |  |                    
|IGC                                                                 | (B4) |  | $              156  |  | $              150 
|Affiliate of James Michael Wilson, CEO and Trustee                  | (B4) |  | 69                  |  | 77                 
|IBC                                                                 |      |  | 9                   |  | 9                  
|                                                                    |      |  | $              234  |  | $              236 
|                                                                    |      |  |                     |  |                    
|Liabilities Related to Community Development                        |      |  |                     |  |                    
|Notes payable-KEMBT Corporation                                     | (B2) |  | $           6,839   |  | $           6,839  



(A)		Management and Other Services

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

(B)	Other

Other transactions with related parties are as follows:



|(1) | The Company rents executive office space and other property from affiliates both in the United States and Puerto Rico pursuant to leases that expire through 2005.  In management's opinion, all leases with affiliated persons are on terms generally available from unaffiliated persons for comparable property.  On April 1, 2001 IGP assumed the office space previously occupied by an affiliated company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Pursuant to the terms of IGC's restructuring, IGC retained a note receivable due from LDA payable from LDA's cash flow.  The note bore interest at a rate of prime plus 1.5% subject to a 6% floor and 9% ceiling with a maturity date of August 2, 2009.  Effective June 6, 2001 the LDA Note was modified in two respects: (1) Up to 28% of net proceeds from LDA land sales would be used to make principal payments on the note, and (2) the note is non-interest bearing as of June 6, 2001.  The Company's independent Trustees unanimously approved the modification. In July 2001 IGC assigned the note to KEMBT Corporation ('KEMBT"), wholly owned by Wilson Securities Corporation, and then pledged by KEMBT as collateral for a $7,000,000 credit agreement from FirstBank Puerto Rico ('FirstBank").
In March 2002 the Company's senior management in the United States learned that in July 2001, an officer of the Company in Puerto Rico signed a letter on the stationery of LDA purportedly agreeing that an event of default under the KEMBT credit agreement would constitute an event of default under the Loan agreement between LDA and FirstBank, giving the bank the right to foreclose on collateral securing the LDA loan agreement.  The letter was not authorized by the Company's chairman or president, who had no knowledge of the letter, nor was the undertaking approved by the independent trustees of the Company as required under the Company's Declaration of Trust. After discussions with the Company, FirstBank has agreed to rescind the cross-collateralization and cross-default retroactive to the date of the letterand the Company has agreed that (i) The LDA Note will be secured by the collateral under LDA's loan agreement with the bank, (ii) an event of default under the LDA Note will be a default under LDA's loan agreement with the bank, (iii) upon prepayment of all or part of LDA's obligations to the bank under the LDA loan agreement a proportionate amount of the outstanding balance of the LDA Note will be paid; (iv) the due date of the LDA Note will be June 30, 2003, or such later date as shall apply to LDA's other obligations to the bank under the LDA loan agreement, and (v) at the request of the bank, LDA will prepay to the bank the outstanding balance of the LDA Note, up to the outstanding balance of the KEMBT obligation, from the proceeds of an additional credit facility provided by the bank.  In consideration of LDA's undertakings to the bank with regard to the LDA Note, entities controlled by the Wilson family have agreed: (i) to pay any and all interest on any new obligations incurred by the Company to FirstBank in full or partial extinguishment of the related party obligation to the bank; (ii) reimburse the Company for all loan fees, legal costs and other expenses incurred by the Company in connection with this matter, and (iii) to pay an annual fee of one percent of the outstanding balance of any new obligations incurred by the Company to the bank in full or partial extinguishment of the related party obligation to the bank.  The foregoing undertakings of the Wilson family are guaranteed by entities controlled by the Wilson family including James J. Wilson individually for which consulting payments to be made to him under a Consulting Agreement with the Company entered into in 1998 are to serve as security.  In addition, the Company will receive a discount of approximately $430,000 on the LDA Note.  In connection with this transaction, Thomas B. Wilson tendered his resignation as a trustee which was accepted by the Board of Trustees on April 9, 2002, and certain disciplinary action was taken with respect to two of the Company's officers in Puerto Rico.
In addition to the interest incurred on the LDA note that was expensed, interest costs of $103,000 were allocated to land development and capitalized in the first three months of 2001, with no similar cost in the same period in 2002.
|(3) | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(4) | 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 agreed to continue to provide human resources, payroll processing and tax services to IGC on a cost reimbursement basis.  Currently the Company is providing minimal support services to IGC.  The receivables for these services and similar services provided in the past to Equus Gaming Company L.P. are guaranteed by IBC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(5) | Fees paid to Thomas J. Shafer, a trustee, pursuant to a consulting agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            





|(6) | SEGMENT INFORMATION
|--- | -------------------

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

The accounting policies of the segments are the same as those described in the summary of significant accounting policies.  The following presents the segment information for the three months ended March 31, 2002 and 2001 (in thousands):

|                                                 | United         |  | Puerto          |  | Inter-        |  |          
|------------------------------------------------ | -------------- |  | --------------- |  | ------------- |  | ---------
|                                                 | States         |  | Rico            |  | Segment       |  | Total    
|                                                 |                |  |                 |  |               |  |          
|2002:                                            |                |  |                 |  |               |  |          
|                                                 |                |  |                 |  |               |  |          
|Total revenues                                   | $        5,204 |  | $         1,978 |  | $       (159) |  | $   7,023
|Interest income                                  | 42             |  | 225             |  | (159)         |  | 108      
|Interest expense                                 | 731            |  | 163             |  | (136)         |  | 758      
|Depreciation and amortization                    | 449            |  | 28              |  | -             |  | 477      
|Income tax provision-current                     | 132            |  | -               |  | -             |  | 132      
|Income tax provision (benefit)-deferred          | 82             |  | (45)            |  | -             |  | 37       
|Income before income taxes and minority interest | 421            |  | (151)           |  | (23)          |  | 247      
|Net income                                       | 134            |  | (106)           |  | (23)          |  | 5        
|Total assets                                     | 71,863         |  | 65,942          |  | (13,011)      |  | 124,794  
|Additions to long lived assets                   | 1,420          |  | 381             |  | -             |  | 1,801    
|                                                 |                |  |                 |  |               |  |          
|2001:                                            |                |  |                 |  |               |  |          
|                                                 |                |  |                 |  |               |  |          
|Total revenues                                   | $        5,387 |  | $         2,033 |  | $       (207) |  | $   7,213
|Interest income                                  | 18             |  | 321             |  | (207)         |  | 132      
|Interest expense                                 | 1,006          |  | 286             |  | (198)         |  | 1,094    
|Depreciation and amortization                    | 413            |  | 37              |  | -             |  | 450      
|Income tax provision-current                     | 112            |  | -               |  | -             |  | 112      
|Income tax provision-deferred                    | 80             |  | 49              |  | -             |  | 129      
|Income before income taxes and minority interest | 618            |  | 5               |  | (8)           |  | 615      
|Net income                                       | 353            |  | (45)            |  | (8)           |  | 300      
|Total assets                                     | 73,968         |  | 63,041          |  | (11,912)      |  | 125,097  
|Additions to long lived assets                   | 1,678          |  | 1,454           |  | -             |  | 3,132    









|ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

General:

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

For the Three Months Ended March 31, 2002 and 2001

U.S.

Community Development Operations.

Community development land sales revenue decreased $423,000 to $1,436,000 during the three months ended March 31, 2002, compared to sales of $1,859,000 during the three months ended March 31, 2001.  During the first quarter of 2002, 18 single-family lots were sold for an average sales price of $45,000, 10 townhome lots for an average sales price of $35,000 compared to 19 single-family lots sold for an average sales price of $50,000 and 6 townhome lots sold for an average sales price of $32,000 during the same period of 2001.  The reduction of the average sales price is a direct reflection of the mix of lot sizes sold during the comparable quarters. During the first quarter 2002, six acres of commercial land were sold for an average sales price of $1.22 per square foot compared to two acres sold for an average sales price of $6.63 per square foot during the first quarter 2001.  The average sales prices of these parcels differ due to their location, use and level of development. The gross profit margin for the three months ended March 31, 2002 decreased to 27%, compared to 37% in the same period of 2001.  The decrease was primarily attributable to the decreased sales revenue that provided a smaller offset for the period costs and the mix of sales. Commercial sales parcels produce varying gross profits depending on their location and development costs.  The average gross profit margin on commercial sales during the first quarter was 72% compared to 69% in the first quarter 2001.  The parcel sold during the first quarter of 2002 required less development relative to its sales price than the parcel sold during the same quarter in 2001.  The gross profit margins for the single-family lots in Fairway were 2% higher during the first quarter 2002 compared to the first quarter 2001 as a result of increased sales prices.

Rental Property Revenues and Operating Results.

The Company's share of the consolidated housing partnerships' net income (rental property revenue net of operating expenses, interest expense, depreciation and amortization and minority interest) increased 21% to $506,000 for the three months ended March 31, 2002, compared to  $418,000 in the same period in 2001.  This increase is primarily due to a 7% increase in rental revenue and a 12% reduction in interest expense.  The net operating income of these partnerships relative to their rental income decreased 2% during the first quarter 2002 compared to the first quarter 2001, primarily due to a 102% increase in hazard insurance premium effective October 1, 2001 and increased maintenance cost.

Equity in Earnings from Partnerships and Developer Fees.

Equity in earnings decreased 23% to $154,000 during the first three months of 2002, as compared to $200,000 during the first three months of 2001. The deferred developer fee of one partnership was fully amortized during 2001.  The decrease is primarily attributable to a $44,000 reduction in the recognition of developer fees in the first quarter of 2002 compared to the first quarter of 2001.

Management and Other Fees.

Management and other fees increased 11% to $319,000 in the first three months of 2002, compared to $287,000 in the same period in 2001.  This increase is primarily due to an increase in the contracted fees from one non-owned partnership, and the increase in apartment rental rates during the three months ended March 31, 2002, compared to the three months ended March 31, 2001.

Interest Expense.

Interest expense, exclusive of interest expense related to rental property, decreased $201,000 to $190,000 during the three months ended March 31, 2002, compared to $391,000 for the three months ended March 31, 2001.  This decrease is primarily attributable to a decrease in the prime-lending rate, refinanced debt at a reduced interest rate and a $2,651,000 decrease in the outstanding debt during the first three months of 2002 compared to the same period in 2001.

General and Administrative Expense.

General and administrative expenses increased $181,000 to $836,000 for the three months ended March 31, 2002, compared to $655,000 for the same period of 2001. This increase is primarily due to the increased vesting of the share incentive rights and the effect of the increase in the ACPT share market value on those rights, increased compensation expense and the recognition of employee bonuses offset in part by a reduction in group insurance cost and increased backcharges to the Puerto Rico operations during the first three months in 2002, compared to the first three months in 2001.

Puerto Rico

Community Development Operations.

There was no community development land sales revenue during the first three months ended March 31, 2002 and 2001.  Residential lots in Puerto Rico are sold in bulk and, like commercial sales, are cyclical in nature.  The Company agreed to extend a $5,632,000 note receivable that matured on March 31, 2002 until December 15, 2002 providing the purchaser reduces the principal balance by $2,000,000 within thirty days.

Equity in Earnings from Partnerships and Developer Fees.

Equity in earnings decreased 12% to $300,000 during the first three months of 2002, compared to $340,000 during the first three months of 2001.  The decrease is due to the liquidation of one of the partnerships that converted its rental units to condominium units.

Management and Other Fees.

Management and other fees increased by 4% to $472,000 during the three months ended March 31, 2002, as compared to $453,000 for the three months ended March 31, 2001.  The increase is primarily attributable to management fees received from home owner and commercial associations in Parque Escorial with no comparable fees earned during the first quarter of 2001, increases in the management fee rate for six properties and increases in the HUD subsidies for certain properties.  These increases were offset in part by fees earned during the first quarter of 2001, from two partnerships that were converted into condominiums, with no comparable income during the first quarter of 2002.

Interest Expense.

Interest expense decreased 43% to $163,000 during the first three months of 2002, compared to $286,000 for the three months ended March 31, 2001.  The decrease is primarily attributable to the reduced outstanding balances of the term loans and an overall reduction in the prime-lending rate during 2002.

General and Administrative Expense.

General and administrative expenses increased $146,000 to $1,001,000 during the first three months ended March 31, 2002, compared to $855,000 for the same period of 2001. The increase is primarily due to the addition of personnel, overall higher compensation expense including the expense associated with the vesting of incentive rights and the impact of the increase in the ACPT share market value on those rights.

Liquidity and Capital Resources

Cash and cash equivalents were $2,965,000 and $4,871,000 at March 31, 2002 and December 31, 2001, respectively.  This decrease was attributable to $1,645,000 used in investing activities, offset by $1,437,000 provided by financing activities and $1,698,000 used by operations.  The cash outflow for investing activities was primarily attributable to $1,418,000 of land improvements put in place for future land sales. During the first quarter of 2002, $1,538,000 of debt repayments was made compared to $2,975,000 of debt advances received.  The cash outflow from operating activities was primarily $2,248,000 of improvements to the condominium project in Parque Escorial.  Sales are expected to commence in the third quarter of 2002.

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

The Company's principal demands for liquidity are expected to be the continued funding of its current debt service, development costs in Fairway Village and Parque Escorial and other normal operating costs.  The Company does not expect to generate significant cash flows in excess of its existing obligations.  Management is pursuing additional capital which can be used by ACPT to fund new community development projects, expand its apartment investment portfolio and provide for other working capital needs.  Such sources of funding may include, but are not limited to, secured or unsecured financings, private or public offerings of debt or equity securities and proceeds from sales of properties. Anticipated cash from operations, new and existing financing facilities, and extension or refinancing of $12,884,000 of required principal payments and loans that mature in the next twelve months are expected to meet the Company's financial requirements for the year.  However, there are no assurances that these funds will be generated.



Debt Summary

Substantially all of ACPT's assets are encumbered by $46,000,000 of recourse debt and $37,000,000 of non-recourse debt.  The non-recourse debt is attributable to the mortgages of consolidated rental property partnerships.  The significant terms of ACPT's other debt financing arrangements are shown below (dollars in thousands):

|                                |                     |  |          |  |          |  | Balance             
|------------------------------- | ------------------- |  | -------- |  | -------- |  | --------------------
|                                | Maximum             |  | Interest |  | Maturity |  | Outstanding         
|                                | Borrowings          |  | Rate (a) |  | Date     |  | 3/31/02             
|                                |                     |  |          |  |          |  |                     
|SouthTrust                      | $             7,000 |  | P+.75%   |  | 11/26/04 |  | $              7,000
|First Bank-phase III            | 5,779               |  | P+1.0%   |  | 6/30/03  |  | 2,280               
|First Bank-office park          | 4,961               |  | P+1.0%   |  | 6/30/02  |  | 4,865               
|First Bank-working capital loan | 5,690               |  | P+1.0%   |  | 6/30/03  |  | 5,690               
|First Bank-homebuilding         | 25,000              |  | P        |  | 8/31/03  |  | 7,851               
|The Columbia Bank               | 4,000               |  | P+1.25%  |  | 2/15/06  |  | 3,890               
|The Columbia Bank               | 1,073               |  | P+1.25%  |  | 6/15/03  |  | 882                 
|The Columbia Bank               | 2,500               |  | P+1.25%  |  | 10/15/04 |  | 1,314               
|BankTrust                       | 357                 |  | 5.12%    |  | 12/15/02 |  | 357                 
|Washington Savings Bank         | 160                 |  | 9.5%     |  | 9/30/02  |  | 5                   
|Banco Popular                   | 4,600               |  | P+1.0%   |  | 7/31/02  |  | 4,600               
|KEMBT Corporation               | 6,839               |  | N/A      |  | 6/30/03  |  | 6,839               
|Other miscellaneous             | 549                 |  | Various  |  | Various  |  | 549                 
|                                | $           68,508  |  |          |  |          |  | $            46,122 



Forward-Looking Statements

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

|ITEM 3. | QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT
MARKET RISK
|------- | ----------------------------------------------------------

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

As of March 31, 2002 there have been no material changes in the Company's financial market risk since December 31, 2001 as reported in the Company's Annual Report on Form 10-K.

|PART II | OTHER INFORMATION
|------- | -----------------

|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

Langley, et al vs. St. Charles Associates Limited Partnership, et al, No. 08-C-00-269 (Circuit Court for Charles County, Maryland).  In 2000, the owners of a parcel of land located in Charles County sued the Company and one of its officers in the Circuit Court for Charles County, Maryland.  The complaint claimed damages allegedly flowing from trespass and restrictions of access to property resulting from the construction of a county road in Charles County.  The construction in question was completed by St. Charles Community, LLC by agreement with and permission from the County.  The first and second counts of the complaint sought $10,000,000 in compensatory damages and $10,000,000 in punitive damages.  The third and final count sought an easement and right of way to the county road.  On April 13, 2001, the Circuit Court dismissed all individual corporate officers from the lawsuit and dismissed the second and third counts.  The Circuit Court also ordered that the County Commissioners of Charles County be joined as defendants in the case.  The plaintiffs responded by filing an amended complaint purporting to cure the defects prompting the dismissals and adding the County Commissioners as defendants.  On October 12, 2001, the Circuit Court again dismissed the individual corporate officers and dismissed the second and third counts with prejudice.  Accordingly, the only remaining claim against the Company is the trespass count.  The case is scheduled to go to trial in December 2002.

St. Charles Planning & Design Review Board-Smallwood Village vs. George C. Vann, et al., No. 08-C-01-264 (Circuit Court for Charles County, Maryland).  The Company was named as a third-party defendant in a three count complaint alleging that the Company schemed with the County Commissioners, one employee of the County, the St. Charles Planning & Design Review Board ("PDRB"), and the managing agent for the PDRB to prevent him from obtaining signage for one of his lots and the development of a second lot.  Each of the three counts seeks actual and compensatory damages in an amount to be proven at trial, plus punitive damages in the amount of $3,000,000.  A hearing has been scheduled for May 23, 2002.  The Company will vigorously defend against these charges.



Nissan Auto, Inc. vs. Departamento de Transportacion y Obras Publicas, et al,No. KDP97-2292, Superior Court of San Juan, Puerto Rico.  On November 17, 1997, Nissan Auto, Inc. filed a claim in the Superior Court of San Juan, Puerto Rico against the Company and eighteen other parties.  The charges stem from the construction of an overpass. Nissan Auto alleges that the construction material and heavy equipment blocked the entrances to their business causing irreparable damage. Plaintiff is seeking $2,000,000 in compensatory damages for lost business, additional damages not to be determined until the problem is cured and $120,000 for other damages and costs.  On February 11, 2000, IGP filed suit in the Superior Court of San Juan, Puerto Rico adding General Accident Insurance Company and Royal Insurance Company, IGP's insurance companies, as third party defendants to the suit.  On May 24, 2000 General Accident Insurance Company indicated it would cover IGP in this case up to the limit of its policy of $2,000,000.

St. Charles Associates Limited Partnership, et al. v. County Commissioners of Charles County, et al., No. 89-720 (Circuit Court for Charles County, Maryland).  The Company sought, among other things, a court ruling that Charles County was not entitled to impose sewer and water connection fees at the then-existing level upon residential units in St. Charles Communities.  That aspect of the litigation was settled by a Settlement Agreement dated November 1989, which was confirmed in a Consent Decree entered in March 1990.  Subsequent litigation has resulted from disputes over the interpretation of the Settlement Agreement and Consent Decree.  The principal issues have been (1) whether studies procured by the County in 1991, 1992, 1996 and 2000 justify the level of sewer and water connection fees which the County imposes upon the St. Charles Communities and (2) whether the Company is entitled to recover what it regards as excessive sewer and water connection fees already paid.

On October 6, 1999, the Maryland Court of Special Appeals concluded that the 1996 study procured by the County justified the County's imposition of increased water connection fees, but did not justify a similar increase in sewer connection fees.  The Court further held that the Company may not pursue refund claims for connection fees paid before May 15, 1992 because of an "accord and satisfaction" as to refund claims before that date.  The Maryland Court of Appeals declined to review the case, so the decision of the Court of Special Appeals is now final.

On October 19, 2000, the County submitted to the Company a new sewer connection fee study (dated October 12, 2000) which the County claims justifies increasing sewer connection fees in St. Charles Communities.  The Company filed objections and is in the process of challenging its validity under the 1989 Agreement in the Circuit Court for Charles County.

The County also appealed an injunction issued by the Circuit Court limiting the amount that the County may charge for sewer connection fees on residential properties located in St. Charles Communities.  On December 5, 2000, the Court of Special Appeals affirmed the Circuit Court and held that the sewer connection fee limitation is a covenant that runs with the land in St. Charles Communities and, therefore, the right to reduced sewer connection fees extends to all those to whom land is sold in St. Charles Communities.  In November 2001, the Court of Appeals of Maryland affirmed the decision.

Also pending in the Maryland Tax Court, a state administrative agency, are the Company's claims for refunds of sewer connection fee overpayments from May 15, 1992 to the present.

|ITEM 2. | MATERIAL MODIFICATIONS OF RIGHTS OF REGISTRANT'S
SECURITIES
|------- | -----------------------------------------------------------

None.

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.

|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.

|ITEM 5. | OTHER INFORMATION
|------- | -----------------



None.

|ITEM 6(a). | EXHIBITS
|---------- | --------

None.

|ITEM 6(b). | REPORTS ON FORM 8-K
|---------- | -------------------

Form 8-K dated April 2, 2002.



SIGNATURES



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

|                     | AMERICAN COMMUNITY PROPERTIES TRUST
|-------------------- | -----------------------------------
|                     | (Registrant)                       
|                     |                                    
|Dated:  May 14, 2002 | By:                                
|                     |                                    
|                     |                                    
|                     |                                    
|                     |                                    
|Dated:  May 14, 2002 | By:                                
|                     |                                    
|                     |                                    
|                     |                                    
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