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 January 20, 2004

INTERSTATE GENERAL COMPANY, L.P.

(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.)

2 West Washington Street

P.O. Box 1280

Middleburg, VA 20118

(Address of principal executive offices)(Zip Code)

(540) 687-3177

(Registrant's telephone number, including area code)

Item 1. Changes in Control of Registrant.

Not applicable.

Item 2. Acquisition or Disposition of Assets.

Not applicable.

Item 3. Bankruptcy or Receivership.

Not applicable.

Item 4. Changes in Registrant's Certifying Accountant.

Not applicable.

Item 5. Other Events.

Letter to Unitholders.

Item 6. Resignations of Registrant's Directors.

Not applicable

Item 7. Financial Statements and Exhibits.

Exhibits

Press Release dated January 20, 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)

Dated: January 20, 2004	By: /s/ James J. Wilson
	James J. Wilson, Chairman and Chief Executive Officer


Dated: January 20, 2004	By: /s/ Mark Augenblick
	Mark Augenblick, President and Chief Operating Officer


Dated: January 20, 2004	By: /s/ Sheri Raleigh
	Assistant Vice President and Controller

INTERSTATE GENERAL CO L P 8-K