SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

    July 27, 2011
  John A. Good, Esq. Bass, Berry & Sims PLC 100 Peabody Place, Suite 900 Memphis, TN 38103-2625

Re: Whitestone REIT
 Whitestone REIT Operating Partnership, L.P.  Form S-4  Filed July 15, 2011  File No. 333-175610

Dear Mr. Good:

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 be tter understand your disclosure.

Please respond to this letter by am ending your registration statement and
providing the requested information.  Where you do not believe our comments apply to
your facts and circumstances or do not believ e an amendment is appropriate, please tell
us why in your response.
After reviewing any amendment to your registration statement and the
information you provide in response to th ese comments, we may have additional
comments.

Form S-4

 1. Please confirm that you will file a Sche dule TO-I in connection with this
exchange offer as soon as practicable on the date of commencement.  Refer to
Rule 13e-4(c)(2).
2. Confirm for us that the offer will be ope n for a full 20 business days, as required
by Rule 14e-1(a).
3. We note that each of the Class A common st ock and the OP units appear to be a
separate class of equity security regist ered under section 12(g) of the Exchange
Act.  Please revise throughout the docume nt to indicate that you are conducting
two separate exchange offers.  In additi on, please revise to disclose the maximum

John A. Good, Esq.
Bass, Berry & Sims PLC July 27, 2011 Page 2
 number of shares of Class B common stock being offered for the Class A
common stock and the maximum number of  shares of Class B common stock
being offered for the OP units.  Furthermore,  please revise to clarify that if each
offer is oversubscribed, you will accept tender ed securities on a pro rata basis per
class; in other words, that you will have  separate proration pools for each of the
Class A common stock and OP units.  Refer to Rule 13e-4(f)(3).

4. Please include a separate section to explai n any material differences in the rights
of security holders as a result of the tran saction.  See Item 4(a)(4) of Form S-4.

5. Please state whether any officers or trustees intend to exchange their Class A
common shares or OP units for Class B common shares.  In addition, please
include the information required by Item  8 of Schedule TO and corresponding
Item 1008 of Regulation M-A.
Documents Incorporated by Reference, page 1

6. We note that the issuer does not meet the public float requirement in Form S-3
and therefore, the issuer is  not eligible to incorporat e by reference.  Refer to
General Instruction B.1.c. of Form S-4 a nd General Instructi on I.B.1. of Form S-
3.  Please revise.

Market for Securities, page 11

7. Please revise to update the share information for the month of July 2011.

Termination of the Exchange Offer, page 20
8. Please refer to the last para graph relating to your failure  to exercise any of the
rights described in this section.  This  language implies that once a condition is
triggered, you must decide whether or not to  assert it.  Please note that when a
condition is triggered and you decide to pr oceed with the offer anyway, the staff
believes that this constitu tes a waiver of the trig gered condition.  Depending on
the materiality of the waived condition and the number of days remaining in the offer, you may be required to extend the offer and recirculate new disclosure to
security holders.  You may not, as this la nguage suggests, simply fail to assert a
triggered condition and effectively waive it without officially doing so.  Please
confirm your understanding supplementall y, or revise your disclosure.

9. Explain to us the purpose of the langua ge that your interpretation of the
conditions of the offer will be final and binding.  Please disclose that only a court
of competent jurisdiction can make a dete rmination that will be final and binding
upon the parties.  In addition, please disclo se that security holders may challenge
your determinations.

John A. Good, Esq.
Bass, Berry & Sims PLC July 27, 2011 Page 3
 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 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 re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the ev ent you request acceleration of the
effective date of the pending registration st atement please provide a written statement
from the company acknowledging that:

 should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission 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 disclo sure in the filing; and

 the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of  the effective date of the registration
statement as confirmation of th e fact that those requesting acc eleration are aware of their
respective responsibilities unde r the Securities Act of 1933 a nd the Securities Exchange
Act of 1934 as they relate to the proposed public  offering of the securi ties specified in the
above registration statement.  Please allo w adequate time for us to review any
amendment prior to the requested effectiv e date of the registration statement.

Please direct any questions to me at (202) 551-3411.  You may also contact me
via facsimile at (202) 772-9203.  Please send all correspondence to us at the following
ZIP code:  20549-3628.          S i n c e r e l y ,          /s/ Peggy Kim         Peggy Kim        S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions