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: December 1422, 2004

INTERSTATE GENERAL COMPANY, 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.)

105 West Washington Street - Suite 4

P. O. Box 1280

Middleburg, 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 (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 3 -

Securities and Trading Markets

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~The~~Interstate ~~registrant~~General Company, LP ("IGC" or "the Company") received a notice of non-compliance on December 10, 2004, ~~via express mail~~ from the American Stock Exchange ("AMEX") ~~stating~~or ~~that~~"the itexchange") ~~intended~~giving ~~to delist IGC because~~ it ~~does~~until ~~not~~January ~~meet the Exhange's listing requirements~~10, ~~unless~~2005 ~~the~~to ~~Company~~submit ~~submits~~ a plan to bring ~~itself~~the Company into compliance, within 12 months of ~~receipt~~the ofnotice date, with the ~~delisting~~exchange's ~~notification.~~listing ~~The~~requirements ~~plan~~as ~~would~~set beforth ~~due~~in toPart ~~AMEX~~10 byof ~~January~~the ~~10,~~AMEX ~~2005.~~Company Guide. The ~~registrant~~Company ~~does~~issued ~~not~~a ~~intend~~press torelease ~~file~~dated aDecember ~~plan~~14, as2004 in which it isstated that it does not inhave athe ~~position~~available resources to ~~comply~~bring ~~with~~ the ~~AMEX's~~company into compliance and ~~listing~~therefore ~~standards~~will not be submitting a plan to AMEX.

As a result of the Company's response to the December 10 notice, the registrant received a staff determination from AMEX on December 16, 2004, stating that it intends to strike IGC's common units from listing and registration on the exchange. This staff determination by AMEX becomes final today, December 22, 2004. The Company will not appeal the AMEX staff determination.

Item 9.01

Financial Statements and Exhibits.

99 Press release of the registrant, dated December 1422, 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.

Date: December 14, 2004
Date: December 22, 2004		/s/
	~~James J. Wilson, Chairman, Chief Executive Officer~~	James J. Wilson, Chairman, Chief Executive Officer
Date: December 14, 2004
Date: December 22, 2004		/s/
	~~Mark Augenblick, President, Chief Operating Officer~~	Mark Augenblick, President, Chief Operating Officer
Date: December 14, 2004
Date: December 22, 2004		/s/
	~~Sheri Raleigh, Assistant Vice President / Controller~~	Sheri Raleigh, Assistant Vice President / Controller

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