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Behringer Harvard REIT I, Inc. / CORRESP

May 24,
2005

Securities
and Exchange Commission

Main
Filing Desk

Mail Stop
0409

450 Fifth
Street, N.W.

Washington,
D.C. 20549-1004

Re:   Behringer
Harvard REIT I, Inc.

Annual Report on Form 10-K for the Year ended December 31, 2004 (the “Annual
Report”)

File No.
333-91532

Ladies
and Gentlemen:

Behringer
Harvard REIT I, Inc. (the “Company”) hereby responds to the Staff’s comments to
the above referenced filing as set forth in the Commission’s letter dated May 5,
2005, as follows:

Financial
Statements and Notes

Note
2 - Significant Accounting Policies

    1.
    Supplementally
      explain how you determined that your tenant-in-common interests,
      especially those with interests greater than 50%, are not variable
      interest entities in accordance with FIN
46(R).

Response:   The
Company believes that FIN 46R does not apply to its investments in
tenant-in-common interests as these interests represent undivided interests in
assets and liabilities rather than an interest in a legal entity. Accordingly,
the Company is following the guidance in paragraph 11 of SOP 78-9 “Accounting
for Investments in Real Estate” under which joint control exists and as a result
the equity method of accounting is required.

The
Company’s investment in a tenant-in-common interest represents a direct
undivided percentage interest in a real estate asset together with several other
such owners. There is no single legal entity that owns the entirety of the real
estate asset in which investors have an equity interest. The Company is liable
only for its proportional share of the mortgage loan on the real estate asset,
as is each of the other tenant-in-common owners.

Securities
and Exchange Commission

May 24,
2005

Page 2 of
3

These
tenant-in-common interests are structured so that a party who has previously
sold a real estate investment may defer taxes on the sale of such investment and
transfer the sold real estate investment’s basis by “exchanging” it via purchase
of the tenant-in-common interest pursuant to Section 1031 of the Internal
Revenue Code. As such, each tenant-in-common owner files its own tax returns in
respect of its interest in the real estate asset. There is no centralized entity
that files tax returns or makes withholdings from distributions (unlike a
partnership structure). Each tenant-in-common owner has its own tax
characteristics (each generally with a different basis in their investment as
they have transferred a portion of basis from a previously disposed of asset
pursuant to Section 1031).

In
addition, these tenant-in-common arrangements are structured to comply with
requirements of the IRS under Section 1031, including many requirements to
assure that the arrangements are not a disguised partnership or other entity (as
Section 1031 requires an investment in real estate and not in an entity). Among
these requirements are terms that require independent control by each
tenant-in-common owner of its investment in the asset. In this regard, the
tenant-in-common owners (including the Company) enter into a tenants-in-common
agreement that requires unanimous approval by the tenant-in-common owners for
all material matters affecting the asset (including any future sale, exchange,
lease, release of all or a portion of the property, any loans or modifications
of any loans secured by the property, the approval of any property management
agreement, or any extension, renewal or modification thereof).

As such,
the Company has concluded that independent joint control of the real estate
asset exists among the tenants-in-common and that no actual or deemed entity
exists among tenant-in-common owners and, as such, FIN 46R does not apply to the
Company’s investments in tenant-in-common interests.

Note
5 - Investments in Tenant-in-Common Interests, Page
F-12

    2.
    What
      consideration was given to including financial statements for your
      investment in the Travis Tower in accordance with Rule 3-09 of regulation
      S-X for the year ended December 31,
2004.

Response:   All of
the Company’s investments in tenant-in-common interests were evaluated for
separate disclosure in accordance with Rule 3-09 of Regulation S-X. Only one of
our tenant-in-common investments met the tests requiring separate disclosure,
and that was the Colorado Building. Separate disclosure for the Colorado
Building can be found on pages F-24 through F-34 of the Annual Report. With
regard to the Company’s tenant-in-common investment in Travis Tower
specifically, all three tests required by Rule 3-09 were performed and the
results of all three tests fell below the 20% threshold requiring separate
disclosure. The specific calculations are as follows:

          (1)
    Investment
      in Travis Tower of $34,935,478 + $0 advances to Travis Tower, or
      $34,935,478 does not exceed 20% of the Company’s total assets of
      $198,888,433 or $39,777,687.

Securities
and Exchange Commission

May 24,
2005

Page 3
of 3

          (2)
    The
      Company’s share of Travis Tower’s total assets (60.430229% x $61,024,507 =
      $36,877,249) does not exceed 20% of the Company’s total assets of
      $198,888,433 or $39,777,687.

          (3)
    The
      Company’s equity in earnings of Travis Tower of $321,227 does not exceed
      20% of the Company’s income from continuing operations before income
      taxes, extraordinary items and cumulative effect of a change in accounting
      principles, adjusted for the equity in earnings of Travis Tower, as
      calculated pursuant to Regulation S-X Rule 1-02(w) Computational Note 1,
      of $(1,860,192) or $(372,038). Equity in earnings of Travis Tower is
      excluded from income of the Company pursuant to such Computational Note as
      a loss was incurred by the Company but not Travis Tower, the tested
      subsidiary.

The
Company hereby acknowledges that:

          ·

      It is responsible for the adequacy and accuracy of the disclosure in the
      filings;

          ·

      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

          ·

      It 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 regarding this letter, please do not hesitate to contact the
undersigned at (469) 341-2330.

         Very truly
      yours,

         BEHRINGER HARVARD REIT I,
      INC.

    /s/ Gary S. Bresky

      Gary S. Bresky

      Chief Financial Officer

cc:
Gerald J.
Reihsen, III, Esq.

Lauren
Burnham Prevost, Esq.