SecProbe.io

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September 10, 2004

Mail Stop 0409

Larry Feldman
Chairman and Chief Executive Officer
Feldman Mall Properties, Inc.
3225 North Central Avenue, Suite 1205
Phoenix, Arizona  85012

Re:	Feldman Mall Properties, Inc.
Registration Statement on Form S-11 Filed August 13, 2004
Registration No. 333-118246

Dear Mr. Feldman:

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

General

1. We note that, immediately after or simultaneously with the
commencement of the offering, the company will participate in
formation transactions that will involve the issuance of the
following securities:
* common stock and operating partnership units ("OP units") to Larry
Feldman, Jim Bourg, Scott Jensen, Jeffrey Erhart, their respective
affiliates, and other third party investors relating to acquisition
of the contributed entities;
* OP units to Feldman Partners LLC, Jim Bourg and Scott Jensen upon
achievement of certain performance thresholds;
Please supplementally provide us with your analysis with respect to
the potential for the integration of the offers and sales of common
stock and units and the public offering of common stock, including a
discussion of any relevant staff interpretations.  Please refer to
Black Box Incorporated (June 26, 1990) and Squadron, Ellenoff,
Plesant & Lehrer (February 28, 1992).  In this connection we note
that you have not yet filed the contribution agreements as amendments
and that such agreements contain "customary representations and
warranties and are subject to customary closing conditions."  Please
provide us with a copy of such agreements.  We may have further
comment.

2. Please revise to discuss whether the number of securities to be
issued in the formation transactions has been fixed. If not, please
discuss how the number of securities to be issued will be determined.
3. We note that you intend to elect to be taxed as a REIT and that a
significant portion of the net proceeds of the offering has not yet
been committed to investing in identified real estate related assets.
Accordingly, it appears that your offering constitutes a "blind-pool"
or "non-specified property program."  Please revise to include prior
performance information similar to that required under Item 8 and
Appendix II of Industry Guide 5.  Refer to SEC Release 33-6900.  If
you do not believe you are required to provide prior performance
disclosures, or if you do not believe that you have any prior
performance to disclose, please supplementally explain the basis for
your belief.
4. Supplementally, provide copies of market and industry data that
you cite or rely on in your filing.  These materials should be
appropriately marked, dated, and refer to the page number on which
they are cited.
5. Please supplementally provide us with copies of any graphics,
maps, photographs, and related captions or other artwork including
logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any preliminary
prospectus distributed to prospective investors prior to our review.
6. Please note that any sales literature that is to be used in
connection with this offering must be submitted to us supplementally
prior to use, including sales literature intended for broker-dealer
use only.  Please submit all written sales materials proposed to be
transmitted to prospective investors, orally or in writing, with your
next filing.  In this regard, note that sales materials must set
forth a balanced presentation of the risks and rewards to investors
and should not contain any information or disclosure that is
inconsistent with or not also provided in the prospectus.  For
guidance, refer to Item 19.D of Industry Guide 5.

7. Please provide all omitted information in the prospectus, other
than pricing information, in your next amendment.  For example,
indicate the number of equity shares or the percentage of ownership
each contributor will receive in the formation transaction.
8. We are unable to locate the approximate number of holders for each
class of common equity.  Please provide us with the location of the
information or revise to include the information required by Item
201(b)(1) of Regulation S-K.
9. We are unable to locate the disclosure required by Item 25 of Form
S-11.  Please provide us with the location of this information.
Alternatively, revise to provide a discussion of your policies with
respect to certain transactions.
10. Please provide the full names of all promoters and indicate all
positions and offices with the company now held or intended to be
held by each such promoter.  Refer to Item 11 of Form S-11.

Cover page

11. Pursuant to Item 1.D. of Guide 5, please revise the cover page to
identify the most significant risk factors related to the purchase of
the securities.  See also Section II.A.3.a of SEC Release 33-6900 for
guidance.  For example, include risks related to:

* affiliates` receipt of material benefits in connection with the
offering, including the percentage and associated dollar value of
stock that will be issued to affiliates in return for the contributed
properties, and
* conflicts of interest, including the lack of third party appraisals
of property and interests in exchange for stock to affiliates and the
risk that the consideration given may exceed fair market value;
12. Please ensure you present risk factor disclosure in the order of
material importance and quantify risk factors to the extent possible.
Additionally, to the extent we highlight or request risk factor
disclosure on the cover page, please make conforming changes in the
Summary and the Risk Factors sections.
13. We note the disclosure regarding your intention to apply to list
the shares on the NYSE.
Please refer to the note to Item 202 of Regulation S-K and advise or
revise.
14. We note the cross-reference on the cover to a discussion of "some
risk" of investing in your common stock.  This language implies that
there are risks other than those discussed in your risk factor
section.  You must disclose all material risks.  As such, delete this
limiting language from your cross-reference.

Prospectus Summary, page 1

	Overview, page 1
15. Your prospectus contains repetitive disclosure.  For example, but
not limited to, disclosure under "Our Management Team" on page 4 is
repeated on page 8 and 57.  Mere repetition of the same language does
not enhance the quality of disclosure in your prospectus.  Revise the
summary to highlight key information.  Full disclosure included in
the body of your prospectus should appear only once, organized
according to your investors` perspectives.  Eliminate all unnecessary
redundancy throughout the prospectus.
16. The amount of detail you include in the summary overwhelms the
most significant aspects of the offering.  Much of this detail is
more appropriate for the body of the prospectus.  Please revise to
limit your summary to the most significant aspects of the offering
and highlight those points in clear, plain language.
17. Please revise to eliminate cross-references from the forepart of
your document, including the summary and risk factors sections.
18. Please revise to describe what you mean by "Class A" and "near
Class A" malls the first time these terms are used.
19. Please provide your website address if available.
20. We note that Feldman Mall Properties, Inc. was formed to acquire
some of the interests and assets of your predecessor Feldman Equities
of Arizona and other interests from third parties.  Please expand
your disclosure to specifically identify (i) the date on which you
were organized, (ii) your ownership interests of each property
acquired from your predecessor, (iii) the other interests acquired
from third party investors in Foothills Mall and Harrisburg Mall, and
(iv) the identities of the third parties.  In addition, please revise
your disclosure throughout to describe the business reasons for such
restructuring.
21. Please revise this section to clearly disclose the total amount
of consideration you will pay to your predecessor for their interest
in the Harrisburg Mall and the Foothills Mall.  Further, indicate the
total indebtedness you will assume.
22. Please revise to delete the limited operating data from the
second paragraph since it is not balanced and does not include
expenses incurred in renovations.  This information is better suited
for a more balanced discussion in MD&A or the business section.
23. We note your disclosure that through your relationships with your
extensive network of market contacts and retailers, you expect to
continue to source attractive opportunities that meet your investment
criteria. If you choose to retain this disclosure, please revise to
discuss the nature of these relationships.  What is the basis of each
relationship?  Are they formal relationships?  What benefits will
both parties receive from such relationships?

Summary Risk Factors, page 2

Classes of Malls, page 3
24. Please revise to describe into which class of malls your Malls
would fit at the present time.

Our Properties, page 4

25. We note the description of your properties here and throughout
your disclosure.  Please revise throughout the prospectus to clarify
that your predecessor, rather than Feldman Mall, currently owns the
Harrisburg Mall and the Foothills Mall and that you plan to acquire
the properties upon or following the closing of the formation
transactions and this offering.
26. Please revise here and throughout to identify the joint venture
partner.
27. Please insert a column in your table on page 4 indicating the
percentage interest of each property that will be owned by Feldman
Mall after the completion of the formation transaction.  In addition,
please revise to eliminate the use of footnotes by providing the
disclosure in the narrative section preceding the charts or some
other manner.
28. We note that your table on page 4 is calculated based on monthly
base rents derived from executed agreements as of July 31, 2004 and
annualized for a 12-month period.  Please revise to clarify whether
the figures in your table are based on net or gross proceeds.
Further, indicate whether the annualized rents represent 100% of your
existing lease agreements.  Finally, confirm that the agreements you
used to compute your figures do not expire prior to July 31, 2004.

Our Business and Growth Strategy, page 8
29. Please revise to communicate a balanced presentation of the
information in the prospectus.  If you chose to retain this section,
please revise to discuss your risks in the same manner as you do your
benefits.  Please note that a cross-reference to the risk factor
section would not balance the information presented in your
discussion of your benefits.  In this regard, we note your brief
discussion of your risk factors on page 2.

Proposed Line of Credit, page 10
30. Supplementally tell us the status of any negotiations for a line
of credit.  We may have further comments.

Formation Transactions, page 10

31. We note that you did not obtain third party appraisals for the
properties being contributed by affiliates.  Please revise here and
throughout to discuss how the value of the property was determined.

Benefits to Related Parties, page 12

32. Please revise to include the amount to be distributed to related
parties in the form of a dividend.

Conflicts of Interest, page 13
33. Please revise to include disclosure of conflicts that existed in
connection with negotiating the consideration for the contribution of
interests in the initial properties.
34. Please revise to name all parties to the contribution agreements.

Risk Factors, page 19
35. Many of your risk factor subheadings state a fact, or describe
some aspect of your business, rather than state a risk.  These risk
factors convey the cause of concern, but not the effect.  This
requires the reader to infer the risk.  Please revise your captions
to accurately convey the risks that relate to the facts you present.
For example, but not limited to:

* Our initial properties are limited to two geographic areas;

* We may seek to acquire, renovate and reposition a property in a new
geographic area;

* We may not be successful in integrating and operating acquired
properties; and

* We will pay some taxes.

36. Please avoid using generic conclusions such as "materially
adversely affected," "negatively affect" or "adversely affect" when
describing the risks` effects.  For example, we note that on page 20
you state that economic changes in the markets in which you operate
your business, financial condition and operating results could be
adversely affected.  Replace this, and similar language, with
specific disclosure of how you, your business, financial condition
and results of operations would be affected by the facts you
describe.  We note that on page 21 you state that adverse economic
conditions in markets in which you operate may "lower occupancy
levels and limit our ability to increase rents or require us to offer
rental discounts."

Risks Related to Our Properties and Operations, page 19

We have not committed a significant portion of the net proceeds of
this offering...page 19
37. You indicate you cannot "assure" the investor that you will be
able to identify mall investments that meet your investment criteria.
The real risk is not your inability to provide a guarantee for the
investor, but that the event will occur.  Please revise your
disclosure to clarify the risk.

Our investments in underperforming or distressed malls are highly
complex...page 19
38. We note you have presented several risks that arise from pursuing
renovations and repositioning opportunity project.  Please consider
discussing each of these risk factors under a separate caption that
adequately describes the risk being presented.  Additionally, many of
these risks are repeated in other risk factors.  Please delete all
redundancies.

We may seek to acquire, renovate and reposition a property in a new
geographic area, page 20
39. We note that you may expand your business into new geographic
regions.  Please expand your disclosure to identify those geographic
areas.
40. We note your statement that you may renovate malls in geographic
regions where you do not possess the same level of "familiarity with
redevelopment" as you do in other geographic areas.  In order to give
depth to your disclosure, please revise this risk factor to provide a
brief discussion of the factors with which you must be familiar in a
geographic location in order to achieve your expected performance.

Any tenant bankruptcies or leasing delays we encounter...page 20
41. Please revise to quantify the "substantial portion" of your
income that you receive as rent under long-term leases and disclose
what you consider to be long-term.  Further, disclose the percentage
of leases that generate rent based on a percentage of the tenant
sales or other operating results.
42. We note that if any of your significant tenants becomes insolvent
it would harm your financial condition.