SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

December 3, 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.
Amendment No. 3 to Registration Statement on Form S-11 filed November
15, 2004
Amendment No. 4 to Registration Statement on Form S-11 filed November
24, 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.

Amendment No. 3

Our Properties, page 4
1. We note your response to comment 7 that "the Company does not
expect that it will be required to fund any further capital
contributions through its cash flow to the joint venture because the
balance of any such capital contributions will be funded through the
proceeds of the existing construction loan."  Please revise in an
appropriate part of the document, including MD&A and "contractual
obligations," to disclose the balance of capital contributions to the
joint venture that the Company is expected to make.

2. We note from your revisions on page 56 in response to comment 7
that "the Harrisburg Mall joint venture will not have cash from
operations to distribute to the joint venture partners during the
period that it is taking advances" under the construction loan
because any net cash flow will be used in lieu of the advances.  We
note that the construction loan matures on December 31, 2005 and that
you expect to refinance this construction loan with alternative
mortgage financing.  Please revise to include risk factor disclosure
regarding the period during which you do not expect to receive
distributions from cash from operations from the Harrisburg Mall.
3. Please revise to identify the natural persons that control Feldman
Lubert Adler Harrisburg LP.  Also, please file the joint venture
agreement or tell us why you are not required to do so.  Finally, we
note that you have an option to acquire the remaining interest in
this joint venture.  Please file the option agreement with your next
amendment. See Item 601 of Regulation S-K.

Our Structure, page 12
4. Refer to comment no. 12.  We note that you expect the taxable REIT
subsidiaries to earn income and engage in activities that might
jeopardize your status as a REIT.  Please revise throughout to
disclose the activities that the REIT subsidiaries will engage in
that may jeopardize your REIT status.

Benefits to Related Parties, page 13
5. We note your response and revision relating to our comment no. 13.
You indicate on page 13 that Larry Feldman and Feldman Partners, LLC
will contribute, among other things, an estimated 56% economic
interest in Feldman Equities of Arizona.  You also indicate on page
103 that Larry Feldman and Feldman Partners, LLC will contribute,
among other things, an estimated 62.2% economic interest in Feldman
Equities of Arizona.  We note similar discrepancies with each of the
other contributors.  Please revise or advise.

Conflicts of Interests, page 14
6. Please revise to briefly discuss the tax protection agreements you
entered into with the contributors.
7. We note your response to comment 14 that you have revised the
terms of the additional OP units to remove those that may be earned
based from the pad and expansion parcels relating to the Foothills
Mall.  Please supplementally tell us which agreements were revised in
order to remove this OP unit earn-out provision and what
consideration you have given to whether this need be disclosed in the
risk factor dealing with the possible right of rescission.

Amendment No. 4

General
8. We note that certain members of your management team will make an
aggregate investment of $1 million in this offering.  Please tell us
why you do not believe that the offering for these shares was already
begun privately and therefore must be completed privately.

Prior Performance Information, page 106
9. We note your disclosure that Jim Bourg and Scott Jensen served as
members of the senior management team of Tower.  Please revise to
disclose the time period during which they served as such management
and their positions in senior management of Tower.  If the time
period is less than 5 years please revise to include complete prior
performance information.  Further, please supplementally tell us the
about the involvement of management with prior real estate and
development activities, including the nature of the such activities
and whether funds were raised from investors to invest in the real
estate and development activities in which they were involved.

  *  *  *

As appropriate, please amend your registration statement 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.

	We will consider a written request for acceleration of the
effective date of the registration statement as a 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.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this request
at least two business days in advance of the requested effective
date.

	You may contact Rachel Zablow, Accountant, at (202) 824-5336 or
Donna DiSilvio, Branch Chief, at (202) 942-1852 if you have questions
regarding comments on the financial statements and related matters.
Please contact Jeffrey Shady, Attorney-Advisor, at (202) 942-1901 or
me at (202) 942-1960 with any other questions.

Sincerely,

Elaine Wolff
Special Counsel

cc:	Jay Bernstein, Esq (via facsimile)
Clifford Chance

Feldman Mall Properties, Inc.
Page 4

</TEXT>
</DOCUMENT>