SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

        April 20, 2011  James C. Mastandrea Chief Executive Officer and Chairman Whitestone REIT 2600 South Gessner, Suite 500 Houston, TX 77063
Re: Whitestone REIT
  Registration Statement on Form S-11
Filed March 31, 2011
  File No. 333-173209

Dear Mr. Mastandrea:
 We have limited our review of your registra tion statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that your prospectus contains no disc ussion of same store net operating income.
Please tell us whether management views same store net operating income as a key performance indicator.
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Scheduled Lease Expirations, page 44
 2. We note on page 44 that approximately 36% of  your gross leasable area is subject to
leases that expire prior to December 31, 2012 and that you hope to re-lease most of such
space at rates which are comparable to or in excess of current rates.  Please revise to
discuss the reasonable basis for your “hope.”  Also, please revise to more fully describe the macroeconomic conditions that affect the renewal and/or rental  rates that you will
negotiate.

James C. Mastandrea, Chief Executive Officer
Whitestone REIT
April 20, 2011
Page 2

Our Properties, page 68
 3. On pages 69 and 70, you have disclosed aver age annualized base rental revenue per
square foot for your properties.  Please revise to also provide  the average effective annual
rental per square foot as re quested Item 15(e) of Form S- 11.  Alternatively, please revise
to clarify how your rental disclosure s are based on effective rents.

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 incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  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.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact Adam F. Turk at (202) 551-3657 or me at (202) 551-3386 with any
questions.
Sincerely,
    Duc Dang
Attorney-Adviser