SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

November 9, 2010

Christine Simpson
MacKenzie Patterson Fuller, LP 1640 School St. Moraga, CA 94556
 Re: Piedmont Office Realty Trust, Inc.
  Schedule TO-T Filed on November 4, 2010  Filed by MacKenzie Patterson Fuller, LP, et al.
  File No. 005-80150

Dear Ms. Simpson:
We have limited our review of  the filing to those issues we have addressed in our
comments below.  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 by amendi ng your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us  why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Schedule TO-T

1. MacKenzie Patterson Fuller, LP is listed as a filing person on the Schedule TO; therefore, it must sign the Schedule on its own behalf.  It currently appears as t hough its signature is
only on behalf of other bidders, in its capacity as a manager or general partner.  Please
revise.
 Exhibit 99(A)(1)

Tender Offer, page 9

Section 5. Extension of Tender Period;  Termination; Amendment, page 12

2. The second sentence of the initial paragraph of this section states that any extension,
termination, or amendment of the offer will be followed as “promptly as practicable” by
public announcement.  Please revise the reference to “promptly as practicable” to
conform to the requirements of Exchange Act Rules 14d-3(b)(1), and 14d-4(d)(1).

Christine Simpson
MacKenzie Patterson Fuller, LP November 9, 2010 Page 2   3. The penultimate sentence of the final paragraph of  this section states that as used in the
Offer to Purchase, “business day” means a ny day other than a Saturday, Sunday or a
federal holiday, and consists  of the time period from 12:01 a.m. through midnight,
“Pacific Time.”  Please revise so the defined term is consistent with the definition set
forth in Exchange Act Rule 14d-1(g)(3).
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing include s the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the bidders ar e in possession of all
facts relating to the disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   In responding to our comments, pleas e provide a written statement from each  bidder
acknowledging that:
‚ the bidder 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 bidder 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.
  If you have questions or comments pleas e contact me at (202)  551-3428.  If you require
further assistance, you may contact Perry Hindi n, Special Counsel, at (202) 551-3444.  You may
also contact us via facsimile at (202) 772-9203.  Please send all correspondence to us at the
following ZIP code:  20549-3628.
Sincerely,

Evan S. Jacobson Attorney-Advisor Office of Mergers & Acquisitions
 cc: Via Facsimile (925) 235-1096

Chip Patterson, Esq. MacKenzie Patterson Fuller, LP