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Prepared and filed by St Ives Burrups

    C  L  I  F  F  O  R  D

C  H  A  N  C  E
    CLIFFORD
    CHANCE US LLP

     31 WEST
        52ND STREET

NEW YORK NY 10019 6131

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        212 878 8000

FAX + 1 212 878 8375

    www.cliffordchance.com

VIA EDGAR AND FACSIMILE

November 21, 2004

United States
    Securities and Exchange Commission

  Division of Corporation Finance

  450 Fifth Street, N.W.

  Washington, D.C. 20549

  Attention: Elaine Wolff, Special
    Counsel

    Re:
    Feldman Mall Properties, Inc.

      Registration No. 333-118246

Dear Ms. Wolff:

On behalf of our client,
    Feldman Mall Properties, Inc., a Maryland corporation (the “Company”),
    and in accordance with our telephone conversations on Friday, November 19,
    2004, with the Staff, we wish to set forth (i) our final summary of the Rule
    152 question (with new deal precedents cited for support), (ii) our argument
    that a Black Box-type analysis should be available to the contribution transactions,
    (iii) if needed, proposed revised language to be added to the Prospectus
    relating to the integration issues raised by the Staff that reflects the
    preliminary comments given by the Staff on Friday afternoon and (iv) additional
    analysis of the lack of any requirement to include Prior Performance Tables
    relating to Tower Realty Trust (“Trust”).

Final Rule 152 Analysis

  While we have discussed
      this issue several times, we wanted to make crystal clear that the Staff
      fully understands the terms of the contribution transactions involving
      the owners of Feldman Equities of Arizona, LLC (“FEA”). As disclosed
      in the Prospectus, FEA is a limited liability company, which prior to the
      initial filing of the Company’s registration statement, was owned
      by four members: Feldman Partners LLC (a entity controlled by Larry Feldman
      and owned
      by him and his family), Jim Bourg, the Company’s Executive Vice President
      and Chief Operating Officer, Scott Jensen, the Company’s Executive
      Vice President of Leasing, and Jeffrey Erhart the Company’s Executive
      Vice President and General Counsel. The economic interests of each member,
      as disclosed
      in the
      Prospectus was, prior to the initial filing and the closing of any
      contribution transactions, as follows: Feldman Partners LLC (56%); Jim
      Bourg (15.5%): Scott Jensen (15.5%); and Jeffrey Erhart (13.1%).

  The contribution agreements
    that have been executed by the contributors simply provide for them to exchange
    their interests in FEA for exactly the same economic interests in the Company’s
    operating partnership. Nothing could be more exact, precise or definite. In
    fact, two of the contributors, Jim Bourg and Scott Jensen, closed their contribution
    transactions with the Company’s operating partnership prior to the initial
    filing of the Company’s registration statement and since such closing
    have been the sole limited partners of the operating partnership. The other
    two
    contributors will close their contribution transactions prior to the closing
  of the Company initial public offering.

    C  L  I  F  F  O  R  D

  C  H  A  N  C  E
        CLIFFORD
    CHANCE US LLP

    United States Securities and Exchange Commission

    Attention: Elaine Wolff, Special Counsel
    November 21, 2004

  Of course, once the
      Company closes the public offering, the Company will also hold a partnership
      interest in the operating partnership that will reduce the economic interests
      of the contributors. It was not possible, at the time of the initial filing
      of the Company’s registration statement, to know with certainty how
      much the Company will be raising in the public offering or the price per
      share
      of that offering, so it was also not possible to define the final economic
      interests of the contributors prior to the initial registration statement
      filing.

This
    structure is no different from the contribution arrangements that were used
    in two recent REIT IPOs, Kite Realty and U-Store-It
  Trust. In both deals, the final ownership interests of the contributors were
  uncertain until, the Enterprise Value of the new public company was calculated
  in the words of the contribution agreements “as determined by [the Company]
  in consultation with its underwriters.”
  We also wish to note that the fact that there
      will always be uncertainty in the final ownership interests held by the
      contributors in REIT transactions has been long recognized by commentators
      who have analyzed these transactions and the availability of Rule 152.
      For example, one commentator noted as follows:

  One significant obstacle
      is the difficulty of obtaining written consent, prior to the filing of
      the registration statement for the REIT from all parties receiving securities
      in the consolidation, particularly in situations in which such investors
      will not subsequently be entitled to change their investment decision based
      on pricing or other developments which may occur in connection with the
      public
      offering many months later. Because of the time lag between tying up the
      private investors and closing on the REIT offering, many material developments
      could occur which would ordinarily dictate a renegotiation with the private
      investors and or a modification to the written agreement (which will not
      be possible if you are relying on Rule 152). For example,
      the amount that the private investors eventually receive depends on the
      underwriter’s
      subsequent pricing of the REIT securities and its determination of the
      dividend yield which it believes is necessary to attract the new REIT investors.
      The
      existing investors commonly will only receive the remaining equity in the
      new REIT based on the pricing and yield determinations. These determinations
      may not be made until 6 to 12 months after the existing investors have
      signed their binding agreements. Therefore, the binding agreements generally
      recite
      only a minimum number of shares to be received by an investor (or
      a formula to determine the number of shares) because
      such agreements cannot be renegotiated and modified after the pricing determinations
      are
      made by the underwriters. (our emphasis) See “Integration Issues in
      Real Estate Offerings,” Judith D. Fryer, From Insights, The Corporate & Securities
      Law Advisor, May 1995.

The contribution agreements
    for the Feldman transactions have been prepared with these basic issues in
    mind. All uncertainties that were capable of being resolved prior to filing
    were resolved in the formulas set forth in the contribution agreements. The
    formulas used in the Feldman contribution agreements are, of course, simpler
    and more straight forward than those used in either the Kite or U-Store-It
    transactions. The simplicity in the Feldman deal is available because the
    Feldman

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    C  L  I  F  F  O  R  D

    C  H  A  N  C  E
        CLIFFORD
          CHANCE US LLP

    United States Securities and Exchange Commission

      Attention: Elaine Wolff, Special Counsel
    November 21, 2004

contribution transaction involves only the transfer
    of the ownership interests in a single
    company (FEA) to the operating partnership rather than the contribution of
    interests in multiple entities as was the case in both Kite Realty and U-Store-It.
    Both of these transactions present the same issue of not being  able
    to know the final ownership interest until the deal is priced and the enterprise
    value is “determined by [the Company] in consultation with its underwriters.” Yet,
    both deals (like  Feldman) meet the Staff’s positions relating to Rule
152.

Alternative Black Box Analysis

     We
    also believe that it would be most appropriate and consistent with the Staff’s
    prior positions and the protection of investors if a Black Box-type analysis
    were applied to cover the contribution agreements in the Feldman transaction.
    As indicated above, the deal was structured so that the contribution transactions
    for Jim Bourg and Scott Jensen were closed prior to the initial filing
     of the Company’s registration statement. They have been since prior
    to the initial filing of the Company’s registration statement holders
    of limited partnership interests in the Company’s operating partnership.
    This means that only two contributors, Feldman Partners LLC (the Larry Feldman
    entity) and Jeff Erhart, are parties
    to contribution transactions that were not closed prior to the initial filing
    of the Company’s registration statement. We are aware that the Staff
    has, in the past, applying a Black Box-type analysis, permitted post-filing
    contribution
    transactions to occur, limited to a very small number (two or three) accredited
    investors. Both Messrs. Feldman and Erhart are of course highly sophisticated
    accredited investors and we believe that it would be consistent with prior
    Staff approaches on these matters to extend the Black Box position to these
two contributors as well.

Proposed Language

     Nevertheless,
    because time is not a luxury we continue to hold and the resolution of these
    issues is delaying the launching of the marketing phase of the transaction,
    we have proposed to include language in the Prospectus that addresses the
    integration issues raised by the Staff. We appreciate very much the Staff
    taking the time to give us preliminary thoughts Friday afternoon and understand
    that additional comments may follow later on Monday morning. To save time,
    we have gone ahead and revised the disclosure in accordance with the preliminary
    comments. Attached to this letter as Exhibit A is a revision to the Risk
    Factor language sent earlier on Friday, marked against that earlier version.
    In this draft, we have (i) removed the disclosure references to the share
    and OP unit counts and (ii) added a sentence explaining the consequences
    to the Company of the exercise by the contributors of their potential rescission
rights.

Track Record Prior Performance
Information

     In
    our prior discussions with the Staff, we have been advised that with more
    than 80% of the offering proceeds specified in the Prospectus the Company
    is not a “blind pool” and the Prospectus need not include prior
    performance information mandated by Guide 5. In anticipation of possible
    future events, we are concerned that if the initial public offering were
    upsized,
    it is possible that a larger portion of the proceeds of the offering may
be unspecified, which could lead to the Company

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    C  L  I  F  F  O  R  D

    C  H  A  N  C  E
        CLIFFORD
    CHANCE US LLP

    United States Securities and Exchange Commission

      Attention: Elaine Wolff, Special Counsel
    November 21, 2004

falling back into the blind pool category which  could
    in  turn require the  Company to include the Guide 5 prior performance
information in its filing.

  In recognition of these
      potential circumstances, the Company has included in the Prospectus
      Narrative Summary track record information about Tower in accordance with
      Item 8 of Guide  5. As we  indicated to the Staff  in our prior
      communications, we do not believe that the Prior Performance Tables
      set forth in the Appendix to Guide 5 translate into information about a
      publicly traded, NYSE-listed REIT, like Tower. In addition, we note  that
      the  members of the management team  of the  Company left the employment
      of Tower in August  1998, more  than six  years ago,   and the instructions
      to the Prior Performance  Tables ask for information within a more recent
      period of time. Specifically, the Instructions to the Prior  Performance
      Tables  state, as follows:

Table I. Experience in Raising and Investing
    Funds (on a percentage basis) Instructions:
  1.    Include information only
        for programs the offering of which closed in the most recent  three
        years.  (our emphasis)

    Table 11. Compensation to Sponsor Instructions

    1.    Include in  a
          separate  column for each program aggregated payments made to the
          sponsor only by real  estate programs the offering of which closed
          in the most recent  three years.  Include in another
          separate  column aggregate payments to the sponsor in the most recent three years    from all other programs and indicate the number of programs involved.
          (our emphasis)

    Table III. Operating Results of Prior Programs
    Instructions:

    l .    Include information
        only for programs the offerings of which closed in the most recent five
        years. Financial
        data for each program should be presented separately for each year. (our
        emphasis)

     Table IV. Results of Completed
            Programs Instructions.

    1.     Include programs that
        have completed operations (no longer hold properties) in the most  recent
        five years, even if they still hold notes. (our emphasis)

     Table V.  Sales or Disposals  of Properties  Instructions:

    1.     Include all
          sales or disposals of property by programs with similar investment
          objectives within the  most recent  three years.  (our
          emphasis)

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    C  L  I  F  F  O  R  D

    C  H  A  N  C  E
        CLIFFORD
    CHANCE US LLP

    United States Securities and Exchange Commission

      Attention: Elaine Wolff, Special Counsel
    November 21, 2004

Table
    VI. Acquisitions of Properties by Programs Instructions:
  l . Include the following table only in Part
        Il of the registration statement.

    2. Include all properties acquired by any
        prior programs with similar investment objectives in the most recent  three
        years.  (our emphasis)

    These Instructions to the Prior Performance
        Tables are clear that, even if the prior performance tables were required
        for Tower, the management team left Tower before the commencement of
        any of the time periods set forth in the Instructions. For this reason,
        we do not believe that the Tables should be included in the Company’s
        filing even if the Company were to amount to a blind pool.

    We would greatly appreciate resolving these
        matters as quickly as possible. Questions in connection with this letter
        should be directed to the undersigned at 212-878-8527.

    Thank you for all of your thoughts and attention
to this filing.

Very truly yours,

/s/ Jay L. Bernstein

Jay L.
  Bernstein, Esq.

cc:

 Karen Garnett, Esq.

Jeffrey A. Shady, Esq.

Larry Feldman

Jim Bourg

Tom Wirth

Alexander G. Simpson, Esq.

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    C  L  I  F  F  O  R  D

    C  H  A  N  C  E
        CLIFFORD
    CHANCE US LLP

    United States Securities and Exchange Commission

      Attention: Elaine Wolff, Special Counsel
    November 21, 2004

 Exhibit A

Revised Integration Rider

The exemption from the
    registration requirements of the Securities Act may not be available in the
    formation transactions. In connection with the formation transactions, members
    of our management team will receive 100,000 shares of common
    stock and 989,684 OP units to be held by Larry Feldman,
    our Chairman and Chief Executive Officer, and his affiliates, 233,504 OP
    units to be held by Jim Bourg, our Executive Vice President and Chief Operating
    Officer, 233,504 OP units to be held by Scott Jensen, our Executive Vice
    President of Leasing, 160,000 OP units to be held by Jeffrey Erhart, our
    Exe