SecProbe.io

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      April 13, 2005

Mail Stop 0409

	VIA U.S. MAIL

Mr. Bill Franks
Principal Financial Officer
Palmetto Real Estate Trust
45 Liberty Lane
Greenville, SC 29067

Re:	Palmetto Real Estate Trust
	Form 10-KSB for the year ended December 31, 2004
      File No. 000-00179

Dear Mr. Franks:

      We have reviewed your above referenced filing and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.

      Where indicated, we think you should revise your documents
in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended December 31, 2004

Financial Statements and Notes

Report of Independent Registered Public Accounting Firm, Annual
Report page 1
1. Please revise your filing to include the signature of the
independent auditors as required by Rule 2-02 of Regulation S-X.

Note 2 - Investment in Rental Property and Gains on Sale of Real
Estate, Annual Report pages 8-10
2. In a supplemental response, please tell us how you considered
and
applied FAS 141, paragraph 37 for property and any acquired debt
and
paragraphs 39 and A14 for in-place leases and customer
relationships
in your 2004 and 2003 property acquisitions.
3. In a supplemental response, please tell us how you considered
and
applied FAS 144, paragraphs 41-48 in accounting for your property
disposition(s).  Additionally, please clarify the circumstances
resulting in a gain of $607,348 in 2004 and your basis for
recognizing that gain.

Note 4 - Mortgage Notes Payable, Annual Report pages 11-12
4. In a supplemental response, please address the circumstances
related to proceeds from mortgage notes, as disclosed in the
Statements of Cash Flows, of $1,600,000 and $3,350,000 in 2004 and
2003, respectively.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please file your response on EDGAR.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Matthew Dowling, Staff Accountant, at (202)
824-5141 or me at (202) 824-5222 if you have questions.

						Sincerely,

Steven Jacobs
						Branch Chief

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Palmetto Real Estate Trust
April 13, 2005
Page 1 of 3

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