SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628
   October 27, 2009
 Via Facsimile (301.230.2891) and U.S. Mail

Simon M. Nadler, Esq.
Schulman Rogers Gandal Pordy & Ecker, P.A. 12505 Park Potomac Avenue, Sixth Floor Potomac, Maryland 20854
Re: Piedmont Office Realty Trust, Inc.
 Schedule TO-T filed October 13, 2009 by MIRELF III REIT
Investments, LLC
 File No. 005-80150

Dear Mr. Nadler:

We have limited our review of  the filing to those issues we have addressed in our
comments.  Where indicated, we think the bi dder should revise the filing in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand the bi dder’s disclosure.  After reviewing this
information, we may raise additional comments.  All defined terms used in this letter have the same meaning as in the filing listed above, unless otherwise indicated.

The purpose of our review process is to assist the bidder in the compliance with
the applicable disclosure requirements and to enhance the overall disc losure in the filing.
We look forward to working with you in th ese respects.  We welcome any questions you
may have about our comments or any other aspect  of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.
 Schedule TO

 1. Please tell us what consideration was gi ven to including the Purchaser’s affiliates
referenced in Schedule I of the Offer to Purchase, including the Fund, Madison
International Holdings III, LLC, the Depos itary and Ronald M. Dickerman, as an
offeror or bidder.  Exchange Act Rule 14d-1(g)(2) defines the term “bidder” as
any person who makes a tender offer or “on whose behalf a tender offer is made.”
Thus, the bidder concept encompasses persons  or entities other than the actual
purchaser of securities in a tender offer.  In addition to the entities referenced
above, other persons or entities who control them may also need to be included as

Simon M. Nadler, Esq.
Schulman Rogers Gandal Pordy & Ecker, P.A. October 27, 2009
Page 2
bidders in the tender offer.  Please refer to the factors discu ssed in “Identifying
the Bidder in a Tender Offer” in sec tion II.D.2 of the Current Issues and
Rulemaking Projects Outline (November 14, 2000) available on our Web site at
www.sec.gov
 in your analysis of whether other bidders should be included.  To
the extent Purchaser determines not to add additional bidders, please provide an
analysis in your response letter.  Since each bidder must individually satisfy the
disclosure, filing and dissemination requi rements of Schedule TO and Regulation
14D, adding new bidders may require you to extend the Offer and disseminate
new offering materials, depending on th e materiality of the new disclosure
Purchaser provides.  Please note that, to the extent applicab le, Purchaser should
also comply with the comments below as to any new bidders.
 2. Please revise the Schedule TO to provide each of the item requirements required by the schedule.  See General Instruction F to Schedule TO.

Offer to Purchase

What is the Market Value of My Shares, page 7

3. We note your disclaimer of responsibili ty for information contained in your
offering document that has been extracted  from Direct Investments Spectrum
reports and other independent secondary market reporting publications.  While
you may include appropriate language about the limits on the reliability of the
information, you may not disclaim responsib ility for its accuracy or completion.
Revise accordingly.
 Acceptance for Payment and Paymen t for Shares; Proration, page 15

 4. Purchaser discloses on page 16 that it will announce preliminary results of proration “as promptly as practicable.”  Rule 14e-1(c) requires that you pay the
consideration offered “promptly” upon expira tion of the offer. Please revise here
and throughout the document, as necessary.
 Certain Information Concerning the Purchaser, page 21

5. We note that Purchaser is not a public company and that the offer is not for all
outstanding securities of the subject cla ss.  Therefore, you do not fall within the
fact pattern under which financial statem ents are not deemed material in the
context of a tender offer.  Refer to Instruction 2 to Item 10 of Schedule TO.  The fact that financing for the offer is assu red is not dispositive of whether bidder
financial statements are required under Item 10 of Schedule TO.  Please provide
us further analysis as to why you believe that the financial condition of Purchaser is not material to a Shareholder’s decision to  participate in the Offer in light of the
facts noted above.

Simon M. Nadler, Esq.
Schulman Rogers Gandal Pordy & Ecker, P.A. October 27, 2009
Page 3   6. We note disclosure in the second para graph on page 22 that the Purchaser
reserves the right to transfer or assign to one or more of  its affiliates the right to
purchase all or any portion of the Shares tende red in the Offer.  Please note that if
the Purchaser does so, the entity to whic h the right is assigned may need to be
added as a filing person on the Schedule TO-T .  This in turn may necessitate an
extension of the offer period and may require the Offer to Purchase to be revised to provide all of the disclosure required by Schedule TO as to that entity.  Please
confirm your understanding in  your response letter.
 Miscellaneous, page 24

7. The disclosure here states that the Offer is not being made to (nor will tenders be
accepted from or on behalf of) Shareholde rs in any jurisdic tion in which the
making of the Offer or the acceptance ther eof would not be in compliance with
the laws of such jurisdiction.  As you are aware, Rule 14d-10(a )(1) requires that
all holders of Shares be permitted to partic ipate in the Offer. This includes holders
of Shares located in jurisdictions outsi de the United States.  While Rule 14d-
10(b)(2) permits you to exclude holders of Shares in a U.S. state where the Purchaser is prohibited fro m making the Offer, the exception is limited.  Please
revise or advise in your response letter as  to your authority for excluding target
holders of Shares not encompasse d within Rule 14d-1(b)(2).

* * *

As appropriate, please amend the filing in  response to these comments.  You may
wish to provide us with mark ed copies of the amended filings to expedite our review.
Please furnish a cover letter with the amended filing that keys your responses to our
comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments
after reviewing the amended filing and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staf f to be certain that they have provided all
material information to investor s.  Since the bidders are in pos session of all facts relating to
their 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 each of the bidders acknowledging that:
• the bidder is responsible fo r the adequacy and accuracy  of the disclosure in
the filings;

Simon M. Nadler, Esq.
Schulman Rogers Gandal Pordy & Ecker, P.A. October 27, 2009 Page 4
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filings;
and

• the bidder may not assert staff comments as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Divisi on of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of the filing or in response to our comm ents on the filing.
Please direct any questions to me at (202) 551-3444.  You may also contact me
via facsimile at (202) 772-9203.  Please send all correspondence to me at the following
ZIP code:  20549-3628.         S i n c e r e l y ,            P e r r y  J .  H i n d i n         S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions