SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report: ~~August~~ 13December 14, 2004

INTERSTATE GENERAL COMPANY, ~~L.P.~~LP

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction
of incorporation)

1-9393

(Commission
File Number)

52-1488756

(I.R.S. Employer
Identification No.)

2105 West Washington Street - Suite 4

P. O. Box 1280

Middleburg, VA Virginia 20118

(Address of principal executive offices)(Zip Code)

(540) 687-3177

(Registrant's telephone number, including area code)

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

[ ] Written communications pursuant to Rule 425 under the Securities Act (~~Registrant's~~17 ~~telephone~~CFR ~~number,~~230.425) ~~including~~[ ~~area~~] ~~code~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Section ~~7. Financial~~3 ~~Statements~~- Securities and ~~Exhibits.~~Trading Markets

(cItem 3.~~) Exhibits~~01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Press~~The ~~release~~registrant ofreceived a notice on December 10, 2004 via express mail from the ~~registrant~~American Stock Exchange ("AMEX") stating that it intended to delist IGC because it does not meet the Exhange's listing requirements, ~~dated~~unless ~~August~~the 13Company submits a plan to bring itself into compliance within 12 months of receipt of the delisting notification. The plan would be due to AMEX by January 10, ~~2004~~2005. The registrant does not intend to file a plan as it is not in a position to comply with the AMEX's compliance and listing standards.

Item 129. ~~Result~~01 ofFinancial ~~Operations~~Statements and ~~Financial Condition~~Exhibits.

The information included in this Current Report, including the information included in Exhibit 99.1 attached hereto, is intended to be furnished pursuant to "Item 12, Disclosure of Results of Operations and Financial Condition" and not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (~~the "Exchange Act"~~c), or incorporated by reference in any filing under the Securities Act of 1933, as amended ("Securities Act") or the Exchange Act, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a) (2) of the Securities ActExhibits.

99	Press release of the registrant, dated December 14, 2004

SIGNATURES

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

	(Registrant)
Date: December 14, 2004
Dated: August 13, 2004	By: /s/ James J. Wilson
	James J. Wilson, Chairman, Chief Executive Officer
	James J. Wilson, Chairman and Chief Executive Officer
Date: December 14, 2004
Dated: August 13, 2004	By: /s/ Mark Augenblick
	Mark Augenblick, President, Chief Operating Officer
	Mark Augenblick, President and Chief Operating Officer
Date: December 14, 2004
Dated: August 13, 2004	By: /s/ Sheri Raleigh
	Sheri Raleigh, Assistant Vice President / Controller
	Sheri Raleigh, Assistant Vice President and Controller

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