SecProbe.io

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<FILENAME>filename1.txt
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Mail Stop 4561
      July 8, 2005

Mr. Dinesh Maniar
Chief Executive Officer
Montgomery Realty Group, Inc.
400 Oyster Point Blvd. Suite 415
San Francisco, CA 94080

	RE:	Montgomery Realty Group, Inc.
		Form 8-K
		Filed June 28, 2005
            	File No. 0-30724

Dear Mr. Maniar:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise 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 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 me at the telephone number
listed
at the end of this letter.

Form 8-K filed June 28, 2005

1. Amend the report to include all of the information required by
Item 304(a)(1)(v) of Regulation S-K regarding whether any audit or
similar committee of the board of directors discussed the internal
control deficiencies with the former accountants.

2. Provide us with any letter or written communication to and from
the former accountants regarding any disagreements or reportable
events to management or the Audit Committee.

3. Please provide us with a schedule of your fiscal year end
fourth
quarter adjustments to close the books, or adjustments recorded in
connection with or as a result of the audit.  Clearly explain the
reason for each adjustment.  For each adjustment, show us the
impact
on pre-tax net loss.  Quantify the net effect of all adjustments
on
pre-tax net income (loss).  Also, tell us why none of the
adjustments
relate to prior period.  Explain in detail why you believe the
timing
of each adjustment is appropriate.

4. When you engage a new accountant, please report the engagement
in
a new Form 8-K and comply with the requirements of Regulation S-K
Item 304 (a)(2).  In making any disclosures about consultations
with
your new accountants, please ensure you disclose any consultations
up
through the date of engagement.

5. We note that Deloitte & Touche declined to stand for reelection
as
your accounting firm for the year ended December 31, 2005, but
will
complete the audit for the year ended December 31, 2004 and
possibly
review your quarterly reports for March 31, 2005 and June 30,
2005.
Once Deloitte & Touche has completed their services as your
principal
accountant, you will need to file an amendment to this Form 8-K
disclosing the date that Deloitte & Touche effectively ceased to
be
your principal accountant.  You must also update the disclosures
in
the filing to reflect the effective date of completed services and
file a new Exhibit 16 letter.  Please revise when appropriate.

Form 10-QSB for Fiscal Quarter Ended September 30, 2004

6. Refer to the Item 4.01 Form 8-K and the deficiencies in
internal
control. Tell us in what period each of the deficiencies occurred.
Also, tell us how you were able to conclude that the disclosure
controls and procedures are effective (Item 3), considering the
deficiencies in internal control

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed investment 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 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 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 filing or in
response to our comments on your filing.

	Please provide the supplemental information requested above
within five business days from the date of this letter.  The
supplemental information should be filed as correspondence on
EDGAR.

      Any questions regarding the above should be directed to me
at
(202) 551-3469.

								Sincerely,

								Thomas Flinn
								Staff Accountant
Mr. Dinesh Maniar
Montgomery Realty Group, Inc.
July 8, 2005
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