SecProbe.io

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      February 25, 2005

Mail Stop 0409

      Charles M. Baughn
      Hines Real Estate Investment Trust, Inc.
      2800 Post Oak Boulevard
      Houston, Texas 77056-6121

Re:	Hines Real Estate Investment Trust, Inc.
	Post-Effective Amendment No. 1 to Form S-11 filed February
22,
2005
      Registration No. 333-108780

Dear Mr. Baughn:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise 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 detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-11

1. Please supplementally provide us with your analysis as to why
Hines-Sumisei-U.S. Core Office Fund, L.P. should not be a co-
registrant of this offering to the extent a substantial amount of
the
proceeds raised in this offering have been used to purchase the
securities of the Core Office Fund.  Please refer to Rule 140 of
the
Securities Act of 1933.

2. Please advise us or amend your post-effective amendment to
include
the audited financial statements of Hines-Sumisei-U.S. Core Office
Fund, as required by Rule 3-05 of Regulation S-X.  We note that
you
have filed these audited financial statements on Form 8-K on
February
22, 2005.

* * * * *

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, acknowledging that:

?	should the Commission or the staff, acting 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 disclosure in the filing; and

?	the company may not assert staff comments and 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Josh Forgione, Staff Accountant, at (202)
824-
5464 if you have questions regarding comments on the financial
statements and related matters.  Please contact Peggy Kim at (202)
942-2987 or me at (202) 942-1766 with any other questions.

      			Sincerely,

      			Elaine Wolff
      			Legal Branch Chief

      cc: 	Curtis Anderson, Esq.
      	Baker Botts L.L.P.

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Hines Real Estate Investment Trust, Inc.
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