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Windrose Medical Properties Trust

[Windrose Medical Properties Trust Letterhead]

May 20, 2005

VIA EDGAR

Ms. Linda van Doorn

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 0409

450 Fifth Street, N.W.

Washington, D.C. 20549

    RE:
    Windrose Medical Properties Trust

Form 10-K for the year ended December 31, 2004

File No. 1-31375

Dear Ms. van Doorn:

     We are submitting this response to your letter dated May 9, 2005 with respect to the comments
of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) to the Annual Report on Form 10-K for the fiscal year ended
December 31, 2004 (the “Form 10-K”) of Windrose
Medical Properties Trust (the “Company”).

     For convenience of reference, each Staff comment contained in your letter is reprinted below
in italics, numbered to correspond with the paragraph numbers assigned in your May 9, 2005 comment
letter, and is followed by our corresponding response.

Form 10-K for the year ended December 31, 2004

Note 2 Summary of Significant Accounting Policies

Real Estate Investments, page F-9

    1.
    We understand from this note that the amounts allocated to above market leases are included
in acquired lease intangibles and are amortized as a reduction of rental revenue over the
“remaining terms” of the respective leases. What consideration did you give to amortizing
this asset over the remaining non-cancelable lease term of the respective leases assuming no
renewals? Further, what consideration did you give to amortizing the below market lease
values over the remaining initial lease term plus any fixed-rate renewable periods?

Response: For purposes of amortizing the above market leases, we analyze the leases
and make a determination of the “effective” term to use as the amortization period. The
effective lease term is normally the non-cancelable lease term as stated in the lease except

Ms. Linda van Doorn

May 20, 2005

Page 2

in leases where there is an “early-out” provision without punitive payment, in which case the
effective term would be the period through which the tenant can exercise the “early-out”
option. In no cases does the effective term include any assumed renewal periods. We will
clarify this policy in future filings.

For purposes of amortizing the below market leases, we analyze the leases to determine if
there is a fixed-rate renewal option at a below market renewal rate. If there is a fixed-rate
renewal option at a below market renewal rate, we amortize the below market lease intangible
over the initial term plus the fixed-rate renewal term. We will also clarify this policy in
future filings; however, at December 31, 2004, we had no below market leases with fixed-rate
renewal terms.

Service Operations, page F-9

    2.
    We note that contract revenues are recognized using the percentage of completion method based
on hours incurred in relation to total estimated hours to be incurred. In general, the staff
has not objected to a revenue recognition model for service contracts that recognizes revenue
as the service is performed using a proportional performance model as contemplated under SAB
Topic 13. While this type of model would generally be an output-based approach, the staff has
accepted an input-based approach where the input measures were deemed to be a reasonable
surrogate for output measures. Please clarify for us how the Company determined that the use
of an input-based methodology was appropriate.

Response: We use hours expended as a percentage of total budgeted hours to measure
progress towards completion. Our role is fundamentally like that of a consultant and is
viewed as project management not as a construction general contractor.

One “drawback” cited to input based measures is the impact of inefficiencies when measuring
actual hours worked. We monitor hours charged to the project to evaluate if any
inefficiencies have occurred and adjust the budgeted hours accordingly. Therefore,
inefficiency would result in immediate adjustment and accurate results for the project to
date.

Another reason we use hours as a measure is that our Service Operations (as defined in the
Form 10-K) has no tangible output except for the completed project. Payments to the
contractors or sub contractors for the completion of the elements that make up the project
are made by the project owner, and not by our Service Operations. Our Service Operations
has very little measurable project related expense except for labor. Without separate units
of measurable output produced and very limited expense except for the labor hours and
overhead type cost associated with the use of labor, we believe our method currently being
used to determine percentage completion recognizes the true progress on the project and
results in the fairest recognition of revenues recorded.

Ms. Linda van Doorn

May 20, 2005

Page 3

Note 3 Derivative Instruments, page F-13

    3.
    This note indicates that the interest rate swap acquired in connection with the acquisition
of the Urology Center of the South was recorded as a liability equal to the breakage fee
related presumably to terminating the swap. Please clarify to us if this was the same as the
fair value of the swap and if not, what was the reasoning for recording the liability at the
breakage fee amount versus fair value under SFAS 133.

Response: The amount recorded is the same as the fair value of the swap. We will clarify
this in future filings.

Certifications

    4.
    We note that Exhibits 31.04, 31.05 and 31.06 refer to a quarterly rather than an annual
report on Form 10-K in several instances. Please amend to conform to Item 601 of Regulation
S-K.

Response: Please see Amendment No. 2 to the Annual Report of the Company on Form
10-K/A for the fiscal year ended December 31, 2004 that we filed today with the SEC.

     In
connection with this letter, the Company acknowledges the following:

    •
    the Company is responsible for the adequacy and accuracy of
the disclosure in its filings with the Commission;

    •
    staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking
any action with respect to the filings made by the Company with the
Commission; 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.

     If you have any questions or comments regarding the foregoing, or have additional questions or
comments, please contact the undersigned at 317-860-8855.

Very truly yours,

/s/ C. Douglas Hanson

    cc:
    Mr. Eric McPhee

Mr. Fred S. Klipsch

Mr. Frederick L. Farrar

Mr. David C. Wright