SecProbe.io

June 24, 2010
 Donald A. Miller President, Principal Execu tive Officer and Director
Piedmont Office Realty Trust, Inc. 11695 Johns Creek Parkway, Suite 350 Johns Creek, GA 30097
Re: Piedmont Office Realty Trust, Inc
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 16, 2010 Form 10-K/A for Fiscal Year Ended December 31, 2009 Filed April 28, 2010 File No. 001-34626

Dear Mr. Miller:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for Fiscal Year Ended December 31, 2009

 Item 2. Properties, page 28

 Property Statistics, page 28

1. Please tell us why you omitted your two industr ial properties from the table of lease
expirations.

Donald A. Miller Piedmont Office Realty Trust, Inc June 24, 2010 Page 2

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 37
 Liquidity and Capital Resources, page 38

2. We note the disclosure at the top of page 39, which states that you have some specifically
identified building improvement projects.  Pleas e describe these projec ts in more detail,
quantify the amounts you expect will be necessa ry to fund these projects, and identify the
source of funds you expect to use to fund bu ilding improvements.  Confirm that you will
provide similar clarification in your future filings.
3. Refer to the third paragraph on page 39 a nd the statement that you may periodically
borrow funds on a short-term basis to pay divide nds.  Please disclose all potential sources
of distribution payments, including proceeds fr om additional sales of your stock, the sale
of assets, and paying distributi ons in the form of stock rath er than cash.  Provide this
disclosure in future filings a nd tell us how you plan to comply.
Consolidated Financial Statements, page F-1
 Consolidated Statements of Cash Flows, page F-6

4. Please tell us and disclose in future fili ngs how you determined to reflect operating
distributions received from unconsolidated joint ventures as an  operating cash flow.
Please specifically address how you would accoun t for distributions received from equity
investees representing its portion of the proc eeds from the equity investees’ sales of
assets and the amount of su ch distributions received.
Form 10-K/A for the year ended December 31, 2009, filed April 28, 2010

Part III, page III-1
 Item 11. Executive Compensation, page III-6

5. Your Compensation Discussion and Analysis should be suffi ciently precise to identify
material differences in compensation policies with respect to individual executive officers.  Refer to Release 33-8732A, Section II. B.1.  In future filings, please explain the
reasons for the differences in the amount s of compensation awarded to the named
executive officers.  For example, we note that  Mr. Miller receives total compensation in
an amount that is substantially greater than the next highest paid officer. Additionally, we
note that Mr. Bowers receives total compensation in an amount that is substantially greater than the next highest paid officer.  Further, we not e that Ms. Moon receives less
total compensation in comparison to the othe r named executive officers.  Please see Item
402(b)(2)(vii) of Regulation S-K.  Pleas e tell us how you intend to comply.

Donald A. Miller Piedmont Office Realty Trust, Inc June 24, 2010 Page 3

6. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please tell us  of the basis for your conclu sion that disclosure is not
necessary, and describe the process y ou undertook to reach that conclusion.
Market Reference Data, page III-8

7. We note that you target total compensation to th e median of the peer group.  We also note
your disclosure that the average to tal compensation in 2009 was at the 21st percentile
relative to your peers.  To the extent you awarded compensation to an executive officer
that was above or below the median of thos e in your peer gro up, please identify the
officer and explain why you awarded compensati on to that officer at a level that was
above or below the median.  Please provide this  disclosure in future filings and tell us
how you intend to comply.
Summary Compensation Table, page III-15
8. Refer to footnote (3).  Please explain to us th e assumptions you used to estimate the fair
value of awards on their respec tive grant dates.  If fair value is based on the net asset
value of your common stock, please tell us why the 2009 amount is different from the amount reported in footnote (1) to the Stoc ks Vested table on page III-18.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

Donald A. Miller Piedmont Office Realty Trust, Inc June 24, 2010 Page 4

You may contact Eric McPhee at at (202) 551-3693 or me at (202) 551-3486 if you have
questions regarding comments on the financia l statements and related matters.

Sincerely,

Daniel L. Gordon Branch Chief