UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-K/A

(Amendment No. 2)





ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

Commission file number
1-32375





Comstock Homebuilding Companies, Inc.

(Exact Name of Registrant as Specified in Its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-1164345                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)

11465 Sunset Hills Road

5th Floor

Reston, Virginia 20190

(703) 883-1700

(Address,
including zip code, and telephone number, including area code, of principal executive offices)





Securities registered
pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Class A common stock, par
value $.01 per share

(Title of Class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ̈    No  x

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
reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (check one)



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large Accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
The Act).    Yes   ̈    No  x

The aggregate market value of voting and non-voting common equity held by nonaffiliates of the registrant (11,979,045 shares) based on the last reported sale price of the registrants common equity on
the NASDAQ Global Market on June 30, 2007, which was the last business day of the registrants most recently completed second fiscal quarter, was $33,301,745. For purposes of this computation, all officers, directors, and 10% beneficial
owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.

As of February 29, 2008, there were outstanding 13,552,567 shares of the registrants Class A common stock, par value $.01 per share,
and 2,733,500 shares of the registrants Class B common stock, par value $.01 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrants definitive Proxy Statement for the 2008 Annual Meeting of Stockholders are incorporated by reference
into Part III of this Form 10-K.









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Explanatory Note

Comstock Homebuilding Companies, Inc is filing this Amendment No. 2 on Form 10-K/A to our Annual Report on Form 10-K for the year ended December 31, 2008, initially filed with the Securities and Exchange
Commission on March 31, 2009. Except as specifically indicated herein, no other information included in the Annual Report on Form 10-K is amended by this Amendment No. 2 of Form 10-K/A.

Amendment No. 1 on Form 10-K/A amended the following sections:

Item 9A  Controls and Procedures  This abbreviated Form 10-K/A amends the annual report of Comstock Homebuilding Companies, Inc. on Form 10-K for the year ended December 31, 2008, originally filed on March 31,
2009. This Form 10-K/A includes only Item 9A which had been incomplete as originally filed, and, as included herein, is revised to modify the disclosure regarding the evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Items 308(T)(a)(4) and 308(T)(b) of Regulation S-K.

This Amendment No. 2 on Form 10-K/A includes the
certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 which were omitted in Amendment No. 1 on Form 10-K/A.



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|Item 9A. | Controls and Procedures
|-------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

We have evaluated, with the participation of our Chief Executive Officer, Chief Financial Officer and Chief Accounting
Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2008. Based on this evaluation, our Chief Executive Officer, Chief Financial Officer and
Chief Accounting Officer have each concluded that our disclosure controls and procedures as of December 31, 2008 are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed
under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and (ii) accumulated and communicated to our management, including our
principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Controls

We do not expect that our disclosure controls and
internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions or the degree of compliance
with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Managements Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over our financial reporting.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2008, based on criteria set forth in the framework in Internal Control  Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on
this evaluation. Our management determined that, as of December 31, 2008, our internal control over financial reporting is effective.

This annual report on Form 10-K does not include an attestation report of the Companys independent registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to
attestation by the Companys independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this annual report.

No change has occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the
year ended December 31, 2008, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        |  |                                       |  |                                     
|----------------------- |  | ------------------------------------- |  | ------------------------------------
|                        |  | COMSTOCK HOMEBUILDING COMPANIES, INC.
|                        |  |                                      
|Date: September 8, 2009 |  | By:                                   |  | /S/ CHRISTOPHER CLEMENTE            
|                        |  |                                       |  | Christopher Clemente                
|                        |  |                                       |  | Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the date indicated.



|                         |  |                                                           |  |                   |  |                  
|------------------------ |  | --------------------------------------------------------- |  | ----------------- |  | -----------------
|Signature                |  | Capacity                                                  |  | Date             
|                         |  |                                                          
|/S/ CHRISTOPHER CLEMENTE |  | Chairman of the Board of Directors                        |  | September 8, 2009
|Christopher Clemente     |  | and Chief Executive Officer (Principal Executive Officer) |  |                  
|                         |  |                                                          
|*                        |  | Regional President, Southeast                             |  | September 8, 2009
|Gregory V. Benson        |  |                                                           |  |                  
|                         |  |                                                          
|/S/ JEFFREY R. DAUER     |  | Chief Financial Officer                                   |  | September 8, 2009
|Jeffrey R. Dauer         |  | (Principal Financial and Principal Accounting Officer)    |  |                  
|                         |  |                                                          
|*                        |  | Director                                                  |  | September 8, 2009
|A. Clayton Perfal        |  |                                                           |  |                  
|                         |  |                                                          
|*                        |  | Director                                                  |  | September 8, 2009
|David M. Guernsey        |  |                                                           |  |                  
|                         |  |                                                          
|*                        |  | Director                                                  |  | September 8, 2009
|James A. MacCutcheon     |  |                                                           |  |                  
|                         |  |                                                          
|*                        |  | Director                                                  |  | September 8, 2009
|Norman D. Chirite        |  |                                                           |  |                  
|                         |  |                                                          
|*                        |  | Director                                                  |  | September 8, 2009
|Robert P. Pincus         |  |                                                           |  |                  
|                         |  |                                                          
|*                        |  | Director                                                  |  | September 8, 2009
|Socrates Verses          |  |                                                           |  |                  
|                         |  |                                                           | 
|By:                      |  | /s/ Jeffrey R. Dauer                                      |  |                   |  | September 8, 2009
|                         |  | Jeffrey R. Dauer Attorney-in-Fact                         |  |                   |  |