A Prince George's County building company has offered to buy Washington Homes Inc. of Waldorf for $84.6 million, or $18 a share, topping a $17 a share offer made by a British firm for a 24 percent stake in the company.

The new offer came from Sonny DeCesaris & Sons Development Group of Clinton, which offered a combination of cash and securities for all of Washington Homes' 4.7 million shares.

Washington Homes is a major residential developer in the Washington area and owns an 89 percent stake in Washington Savings Bank.

In a letter to the Washington Homes board, Geaton A. DeCesaris Jr. said his group wants to merge its residential and commercial building business with Washington Homes.

DeCesaris notified the Securities and Exchange Commission that his group has bought 376,700 shares of Washington Homes, representing an 8 percent stake in the company.

Scottish Heritable Trust PLC recently purchased an option to acquire 900,000 shares of Washington Homes stock owned by President Lawrence M. Breneman and Chairman William J. Harnett.

The option, good for 90 days, would expire in November. The trust offered $17 a share, or a total of $15.3 million, for 24 percent of Washington Homes.

DeCesaris criticized the transaction with the British firm, saying it was solely for the personal benefit of Washington Homes officials Breneman and Harnett.

"We were shocked to learn that the company's management had undertaken actions which appear to be designed to enrich themselves while not providing for other shareholders who had invested in the company," the letter said.

Harnett declined to comment on the DeCesaris proposal, saying the company had not had time to study it.

Geaton DeCesaris could not be reached for comment.

Scottish Heritable Trust is a publicly traded company based in York, England.

The firm has U.S. investments in modular housing and textile manufacturing.