SecProbe.io

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December 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.
      Amendment No. 5 to Registration Statement on Form S-11 filed
December 7, 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.

Cover page
1. Refer to comment no. 8.  Please confirm, if true, that there
are
no agreements between the senior management team and Feldman Mall
or
any of the underwriters that obligate the senior management team
to
make an aggregate investment of $1 million in this offering.
Further, please revise your disclosure here and throughout to
indicate that the senior management team intends to make an
aggregate
investment of $1 million in this offering rather than will invest
$1
million in this offering.

2. You indicate in response no. 9 that from 1994 through 2004,
members of your management team have been involved in joint
ventures
engaged in real estate and development activities.  We note that
you
have not included any information regarding the investments that
were
sold to Tower.  Please tell us whether any of the investments,
including those that were sold to Tower and those that were not,
were
structured as limited partnerships, and if so, the number of
investors that participated in each limited partnership, and
identify
the general partner(s) and the natural persons that control each
general partner.

  *  *  *

      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

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Feldman Mall Properties, Inc.
Page 3

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