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~~January 224, ~~2004~~2005

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.

~~Interstate~~The ~~General~~registrant ~~Company,~~reported LPtoday ~~("IGC"~~that orit ~~"the~~had ~~Company")~~ received a notice ~~of non-compliance on December 10, 2004,~~ from the ~~American~~Pacific Stock Exchange ("~~AMEX~~PCXE" ~~or "the exchange"~~) ~~giving~~that itIGC ~~until~~is ~~January~~not ~~10,~~in ~~2005~~compliance towith ~~submit a plan to bring~~ the ~~Company~~requirements ~~into~~for ~~compliance,~~continued ~~within~~listing ~~12 months~~ of the ~~notice date, with the exchange~~Company's ~~listing~~Class ~~requirements~~A asUnits ~~set~~(the ~~forth~~"Units") inon ~~Part 10 of~~ the ~~AMEX Company Guide~~PCXE. ~~The~~Trading ~~Company issued a press release dated December 14, 2004~~ in ~~which~~the itCompany's ~~stated~~Units ~~that~~was itsuspended ~~does~~by ~~not have~~ the ~~available~~PCXE ~~resources~~effective tobefore ~~bring~~ the ~~company~~opening ~~into~~of ~~compliance~~business ~~and~~on ~~therefore~~December ~~will~~29, ~~not be submitting a plan to AMEX~~2004.

AsThe PCXE will conduct a ~~result~~formal review of the Company's ~~response~~listing tostatus ~~the~~on ~~December~~January ~~10 notice~~20, ~~the~~2005 ~~registrant~~in ~~received~~order ato ~~staff~~determine ~~determination~~whether ~~from~~continued ~~AMEX~~listing onis ~~December~~appropriate. The ~~16,~~PCXE ~~2004,~~has ~~stating~~requested that itthe ~~intends~~Company tosubmit ~~strike~~in ~~IGC's~~writing ~~common~~any ~~units~~relevant ~~from~~information ~~listing~~for ~~and~~its ~~registration~~consideration onat ~~the~~such ~~exchange~~hearing. ~~This~~As ~~staff~~noted ~~determination~~in the Company's previous press releases relating to its delisting by ~~AMEX~~the ~~becomes~~American ~~final~~Stock ~~today~~Exchange ("AMEX"), ~~December~~IGC ~~22,~~does ~~2004~~not have available resources to bring the Company into compliance with the PCXE's listing qualification. ~~The~~Accordingly, the Company expects the PCXE will decide to delist its Units at the close of business on January 20, 2005. IGC does not intend to appeal the ~~AMEX~~expected ~~staff~~decision ~~determination~~to delist the Company's Units.

Item 9.01

Financial Statements and Exhibits.

99 Press release of the registrant, dated ~~December~~January 224, ~~2004~~2005

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 22, 2004		/s/
Date: January 4, 2005		/s/
		James J. Wilson, Chairman, Chief Executive Officer
Date: December 22, 2004		/s/
Date: January 4, 2005		/s/
		Mark Augenblick, President, Chief Operating Officer
Date: December 22, 2004		/s/
Date: January 4, 2005		/s/
		Sheri Raleigh, Assistant Vice President / Controller

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