SecProbe.io

Mail Stop 4561
         October 9, 2008
Mr. David K. Holeman Chief Financial Officer Whitestone REIT 2600 South Gessner, Suite 500 Houston, TX 77063

Re: Whitestone REIT
  Form 10-K for the Year Ended December 31, 2007
Forms 10-Q for the Quarters Ended March 31, 2008 a nd June 30, 2008
  File No. 0-50256

Dear Mr. Holeman:
We have reviewed your filings 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.

Mr. David K. Holeman
Whitestone REIT
October 9, 2008 Page 2  Form 10-K for the Year Ended December 31, 2007

 Item 5. Market for Registrant’s Common Equ ity, Related Shareholder Matters and Issuer
Purchases of Securities, page 18
1. You disclose that shareholders that received approximately 64,000 shares issued
under your dividend reinvestment plan on or after October 2, 2006, could be
entitled to rescission rights.  Please tell us  how you determined that these shares
should be classified as shareholders’ equity and not as a liability.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 21
 Liquidity and Capital Resources, page 25

2. You disclose that your $10.0 million mortga ge loan is payable in equal monthly
installments of principal and interest of $60,212.  However, we note that you have
included the entire outstanding principal ba lance of this note in the “More than 5
Years” column in your tabular presentation of contractual obligations.  In future
filings, please revise this tabl e and the table of annual debt maturities included in
Note 9 to include the principal payments due by period.
3. In future filings, please revi se your tabular presentation of contractual obligations
to include your interest commitments under your interest-bearing debt in this
table, or provide textual discussion of this obligation below the table. If you
provide a textual discussion, the discussion should quantify the interest payments
using the same time frames stipulated in the table. Regardless of whether you
decide to include interest payments in th e table or in textual discussion below the
table, you should provide appr opriate disclosure with respect to your assumptions
of your estimated variable rate interest payments.

Notes to Consolidated Financial Statements, page F-7

Note 9. Debt, page F-14
4. Please disclose in future filings whethe r you are in compliance with the covenants
in your various loan agreements.

Exhibits 31.1 and 31.2
5. We refer you to paragraph 4 of your certifi cations and note that it is missing the
words “and internal control over financia l reporting (as define d in Exchange Act
Rules 13a-15(f) and 15d-15(f))” and also  missing paragraph 4(b) related to
internal control over financ ial reporting.  Please note th at the certifications must

Mr. David K. Holeman
Whitestone REIT
October 9, 2008 Page 3
be exactly as set forth in Item 601(b)(31) (i) of Regulation S-K.  Please file an
abbreviated amendment to your Form 10- K that consists of the cover page,
explanatory note, signature page a nd paragraphs 1, 2, 4, and 5 of the
certifications.

Form 10-Q for the Quarter Ended June 30, 2008

Note 10. Related-Party Transactions, page 15
6. Please tell us how you determined to record a gain of approximately $3.6 million related to the settlement of litigati on with Allen R. Hartman and Hartman
Management L.P., citing the authorita tive literature upon which you relied in
reaching this conclusion.  Specifically tell us how you determined that the
settlement was not a treasury stock tran saction subject to th e provisions of ARB
43, Chapter 1B; APB Opinion No. 6, para graphs 12 and 13; and APB Opinion
No. 9, paragraph 28.

Item 4T. Controls and Procedures, page 31

7. We note that you did not include the conc lusions of your principal executive and
principal financial officers, or persons pe rforming similar functions, regarding the
effectiveness of your disclosure controls  and procedures as of the end of the
period covered by the report, based on th e evaluation of those controls and
procedures required by paragraph (b) of  Rule 13a-15 or Rule 15d-15 of the
Exchange Act.  Please amend your f iling to comply with the disclosure
requirements of Item 307 of Regulati on S-K.  In doing so, please consider
whether management's failure to perform or  complete its assessment of disclosure
controls and procedures, or to provid e management's conclusion as to the
effectiveness of your disclosure controls  and procedures, impacts its conclusions
disclosed in the amended filing.  This comment also applies to your Form 10-Q
for the quarter ended March 31, 2008.

*****

Please respond to these comments via EDGA R within 10 business days or tell us
when you will provide us with a response.  Please understand that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and 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.

Mr. David K. Holeman
Whitestone REIT October 9, 2008 Page 4     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 filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 filings or in response to our comments on your filing.
You may contact Jonathan Wiggins at ( 202) 551-3694 or me at (202) 551-3486 if
you have questions regarding comments on the financial statements and related matters.
          S i n c e r e l y ,

Daniel L. Gordon
Branch Chief