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Mail Stop 3010         December 11, 2009  Donald A. Miller, CFA  Chief Executive Officer and President  Piedmont Office Realty Trust, Inc.  11695 Johns Creek Parkway, Suite 350  Johns Creek, Georgia 30097-1523
Re: Piedmont Office Realty Trust, Inc.
  Proxy Statement on Schedule 14A
Filed November 27, 2009
  File No. 0-25739

Dear Mr. Miller:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Proposal 1: Amendment to the Charter…, page 8

 1. Please provide us with an analysis as to why the issuance of new classes of
securities should not be considered an offer and sale within Section 5 of the
Securities Act of 1933, as amended.
 2. Please revise to include disclosure as to  how fractional shares will be treated in
the conversion.

Donald A. Miller, CFA
Piedmont Office Realty Trust, Inc.  December 11, 2009 Page 2  Reasons for the Amendment to the Charter, page 11

 3. Refer to the last sentence in this section.  Please expand upon your reasons for
wanting to effect the reverse stock split,  including why you believe it may “aid in
the trading of [y]our common stock.”  Please also include  a discussion of the risks
that the reverse stock split may not achieve its intended goal.

# # # #

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Donald A. Miller, CFA
Piedmont Office Realty Trust, Inc.  December 11, 2009 Page 3
You may contact Kristina Aberg, Attorney-Advisor, at (202) 551-3404 or me at
(202) 551-3402 if you have questions regard ing these comments or with any other
questions.
Sincerely,

Angela McHale Attorney-Advisor
 cc: John J. Kelley III
King & Spalding LLP Via facsimile (404) 572-5100