SecProbe.io

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      November 8, 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. 2 to Registration Statement on Form S-11
      Filed October 22, 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 from your response to our comment no. 1 from our first
letter dated September 10, 2004 that you believe that the private
placement of these shares was completed prior to the filing of the
Registration Statement and that pursuant to Rule 152 these private
placements should not be integrated with this offering.  We note
from
your response to our comment no. 1 from our last letter that the
contribution agreements irrevocably fixed the percentage of the
total
number of shares of common stock and OP units that each
contributor
will receive but that the number of securities to be issued will
not
be determined until you price the offering.  Since the number of
shares to be issued has not been fixed, the contributors who are
also
executives of the company will be negotiating the number of shares
to
be issued and as a result the number of shares to be received by
the
contributors.  As such it does not appear that you may rely upon
Rule
152 since the material terms of the contribution agreements were
not
fixed prior to filing the registration statement.  If you intend
to
rely instead upon an administrative position known as the "Macy`s
Position," please address why you believe that position would be
available for Mr. Erhart since he is not currently part of
management
and does not appear to have been involved with the structuring of
the
proposed transaction.
2. We note your response to our comment no. 2; however, we are
unable
to agree with your analysis that you do not believe that any
member
of senior management or any of their affiliates has ever sponsored
a
"program" within the meaning of Guide 5.  In this regard, we note
that Larry Feldman served as Chairman, CEO and President of Tower
Realty Trust, a publicly traded REIT.   We also note that Jim
Bourg
and Scott Jensen were senior managers at Tower Realty Trust.
Finally, we note the management teams real estate and development
activities with your predecessor company, Feldman Equities of
Arizona, LLC.  As such, it appears that at a minimum the two prior
REITS would constitute "programs" within the meaning of Guide 5.
As
such, should the amount of your offering or your intended use of
proceeds change prior to effectiveness, please advise.  In this
connection, your disclosure suggests that you maybe a blind pool
REIT
subject to Guide 5.  For example, we note you have revised the
cover
page and the summary risk factor sections to correspond to the
first
risk factor on page 21 to disclose that you may be considered a
blind
pool.
3. You indicate in your response to our comment no. 4 that you
have
only included information for the periods your predecessor has
owned
each property because the information relating to the initial
properties cannot be reliably reported.  Please provide such
information supplementally.   Further, in view of the requirement
of
Item 15 of Form S-11 that you disclose the information for the
previous five years, please revise to include such information or
include disclosure that clearly explains the basis for your belief
that such information is not reliable and in what way[s] you
believe
it to be unreliable.  Please explain whether such information was
believed to be unreliable at the time of acquisition or at some
later
time.

Cover Page
4. Please revise the fourth bullet point, all corresponding risk
factors and your disclosure on page 15 to reflect that in addition
to
the risk that the consideration paid may exceed third party
appraisals it may also exceed the fair market value.
5. Please revise the fifth bullet point on your cover page as well
as
your summary risk factor section to quantify the percentage of
proceeds that have not yet been targeted.  In this regard, we note
from page 21 that you have not targeted approximately 12.7% of the
net proceeds of the offering for investment.

Prospectus Summary, page 1
6. We have reviewed your response to our comment no. 13; however
your
disclosure continues to characterize the operations of Feldman
Mall
Properties Inc. and your predecessor as being part of your
corporate
structure.  For example, but not limited to, we note your
disclosure
on page 68 that "over the past two years, we acquired interests in
two malls..."  Please revise or advise.

Our Properties, page 4
7. We note your from your response to comment 20 that once
operating
cash flow exceeds 12% return on the partners` capital
contributions,
which aggregated 14.4 million as of June 30, 2004, you will be
entitled to receive an additional 20% of excess cash flow.  Please
revise to clarify whether there is a cap on the amount of capital
contributions by partners.  If there is no cap on contributions by
you or the joint venture partner, please include a risk that the
receipt of the additional 20% of excess cash flow becomes more
difficult.

Investment Highlights, page 7
8. Refer to comment no. 22.  You indicate in the third paragraph
on
page 8 that you expect to have the financial capacity to acquire
additional mall assets by accessing funds through secured and
unsecured borrowings.  Please revise to disclose whether you have
commitments in place for such borrowings.  Further, indicate
whether
you have any current plans for a public offering of equity or debt
securities.
9. We note your revision on page 8 in response to our comment no.
23.
Please revise your disclosure in the fifth paragraph to explain
what
you mean when you indicate you can achieve a "stabilized
unleveraged
yield on cost."  Also, explain why the revised language is not a
projection.  Regardless, provide a reasonable basis for your
belief
that you can achieve a stabilized unleveraged yield on cost of
approximately 10% -11%.  We may have further comments.  See Rule
10(b) of Regulation S-K.

Our Structure, page 12
10. Please revise the bubble depicting "Feldman Partners, LLC" to
disclose that this entity is controlled by Larry Feldman and
family
and to disclose the other investors.
11. Please revise the bubble depicting "Affiliated Limited
Partners"
to disclose the affiliates and to disclose the percentage to be
owned
assuming the achievement of performance thresholds relating to the
Harrisburg and Foothills Malls.
12. We note that the chart depicts an ownership interest in the
Foothills Mall by "Other Taxable Subsidiaries."  Please revise
throughout to disclose this structure and to discuss the
consequences
of such structure, including the fact that the income from a
taxable
REIT subsidiary will not be included in the 90% of taxable income
required to be distributed to investors.  Also, we note your
disclosure on page 129 that you intend to elect TRS status on two
of
your corporate subsidiaries in addition to Feldman Equities
Management Inc.  Please identify the corporate subsidiaries.
Further, include disclosure throughout to discuss your intended
structure of utilizing taxable REIT subsidiaries, the reasons for
using this structure and the consequences of such structure."

Benefits to Related Parties, page 13
13. We have reviewed your response to our comment no. 24; however,
we
are unable to locate the requested disclosure.  For example, we
note
that your disclosure on page 13 indicates that securities are
being
issued in exchange for "ownership interests..." We also note that
your disclosure on pages 100-102 indicates that securities are
being
exchanged for "ownership interests in certain contributed
entities..."  Please revise in all locations to quantify the
ownership interests being contributed for each of the disclosed
number of securities.  Also, identify the specific property that
is
being contributed in exchange for the securities.
14. Refer to comment no. 25.  Please revise your disclosure to
quantify the thresholds for the Harrisburg and Foothills Malls.
In
this regard, we note your disclosure in the fourth paragraph on
page
14 that quantifies the maximum number of additional OP units that
may
be issued upon achievement of certain "performance thresholds."
Quantify those "performance thresholds."  Further, we are unable
to
locate an explanation of the relationship of the pad and expansion
parcels to the Foothills Mall.  Please revise or advise.  In this
regard, we note your disclosure on page 31.

Conflicts of Interest, page 15
15. We note the disclosure in this section of the summary
regarding
the conflict of interest in connection with the acquisition of the
initial properties.  Please revise the disclosure in the
corresponding section of the prospectus to discuss this conflict.

16. We note the disclosure in response to comment 27 that when the
interests of your stockholders and OP unitholders come into
conflict,
your duties as a general partner and as directors and officers may
also come into conflict.  Please revise to provide an example of
how
this conflict may arise. For example only, if this conflict may
arise
in connection with sales of properties, please revise to so state
and
explain the nature of the conflict.

Distribution Policy, pages 17 and 40
17. Refer to comment no. 34.  You indicate that restrictions in
the
Harrisburg Mall loan may prevent the operating partnership`s
subsidiaries from making distributions to you and your operating
partnership.   Please revise this section to provide a detailed
description of the restrictions.  Also, revise your MD&A to
describe
these restrictions and the effect this could have on your
liquidity.
Finally, consider adding a risk factor that describes the risks to
the securities being offered as a result of the possible
restrictions.
18. We have read your expanded disclosures in response to comment
35.
We note the distribution will be payable to Larry Feldman by your
predecessor out of available cash balances of your predecessor to
members of record on September 30, 2004.  Will the distribution be
paid to Larry Feldman, members of record or both?  Revise to
clarify.
19. We note from your response to comment 36 that you have
retained
the per share equivalent disclosure but that you have clarified
that
the distribution will be payable to Larry Feldman by your
predecessor.  We note further that the source of this distribution
is
cash balances of your predecessor.  Finally, we note your
disclosure
that "there is no assurance that we will be able to maintain our
distribution to stockholders following the completion of the
offering
at this level, or at all."  Please revise to delete the per share
equivalent information since this implies that the level of
distributions prior to the offering is indicative of the amount
that
may be paid to stockholders after the offering and is not
appropriate
in the absence of more comprehensive analysis of the bases for the
per share amounts.

Risk Factors, page 21

      Risks Related to Our Organization and Structure, page 29

Our management`s right to receive OP units upon the achievement of
certain performance thresholds...page 30

20. We note your response to our comment no. 29; however, we are
unable to locate the specific thresholds that management must
achieve
in order to receive OP units.  Please advise or revise.

Business and Properties, page 61
21. We note your response to our comment no. 14.  Please revise
your
disclosure to indicate whether you have entered into any
agreements
on any properties.
22. Your response to our comment no. 15 indicates that you have
deleted our previously referenced disclosure; however, your
disclosure on page 68 continues to indicate that you are able to
generate leads for potential acquisitions through strong
relationships with real estate brokers, your existing joint
venture
partners and a significant network of other contacts.  As such, we
reissue our comment requesting that you discuss the nature of
these
relationships.  What is the basis of each relationship?  Are they
formal relationships?  Discuss the benefits that both parties
receive
from such relationships.

Management, page 88

      Executive Compensation, page 91
23. Please revise your Summary Compensation Table on page 91 to
include the grant of restricted stock to Thomas Wirth or tell us
why
such disclosure is not appropriate.

Pro Forma Condensed Consolidated Financial Statements, page F-2
24. Reference is made to pro forma adjustments 1(I) and 1(M)
revised
in response to comments 41 and 42.  Quantify the portion of Larry
Feldman`s percentage ownership interest in the Predecessor to be
exchanged for $1.5 million of common stock and quantify the
portion
of Messrs. Feldman (including members of his family), Bourg,
Jensen
and Erhart`s percentage ownership interests in the Predecessor to
be
exchanged for 1,500,250 OP units.

Part II

Item 26. Financial Statements and Exhibits
25. We note that you have entered into an agreement to acquire
Colonie Center for a base purchase price of $84.2 million.  Please
supplementally confirm that you will file this agreement in a pre-
effective amendment.  See Item 10 of Regulation S-K.

  *  *  *

      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 prov