SecProbe.io

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      Mail Stop 4561
      December 15, 2005

Charles M. Baughn
Hines Real Estate Investment Trust, Inc.
2800 Post Oak Boulevard
Suite 5000
Houston, Texas 77056-6118

Re:	Hines Real Estate Investment Trust, Inc.
      Form S-11
      Registration No. 333-130114
      Filed on December 2, 2005

Dear Mr. Baughn:

      This is to advise you that we have performed a limited
review
of the above registration statement and have the following
comments.
We will not conduct any further review of the registration
statement,
except for any amendments you file in response to our comments.

Undertakings

1. Please update your Item 512 undertakings in accordance with the
amendments thereto that became effective as of December 1, 2005.

      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 information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
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.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      If you have any questions, please call David H. Roberts at
(202) 551-3856 or the undersigned at (202) 551-3495.

      Sincerely,

      Elaine Wolff
      Legal Branch Chief

cc:	Gene J. Oshman, Esq. (via facsimile)

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Charles M. Baughn
December 15, 2005
Page 1

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