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Prepared and filed by St Ives Burrups

    Beth De Santo

    Associate

    DIRECT TEL +1 212 878 8232

      DIRECT FAX  +1 212 878 8375

      beth.desanto@cliffordchance.com

 VIA EDGAR AND FACSIMILE

 November
  16, 2004

United States Securities and Exchange Commission

Division of Corporation Finance

  450 Fifth Street, N.W.

  Attention: Elaine Wolff, Special Counsel

Washington, D.C. 20549

    Re:
    Feldman Mall Properties, Inc.

      Amendment No. 3 to the Registration Statement on Form S-11 Filed November
      15, 2004

    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 conversation yesterday, we suggest adding
      the following disclosure in response to the second comment of the staff of
      the Division of Corporation Finance of the Securities and Exchange Commission
      (the “Staff’), received by letter dated November 8, 2004 (the “November
      8 Letter”), with respect to Amendment No. 2 to the registration statement
      (the “Registration Statement”) on Form S-11 (Registration No.
      333-118246) filed by the Company on October 22, 2004.

  “Additional
          Information Regarding Tower Realty Trust, Inc.

       Tower
    Realty Trust, Inc., or Tower, was organized as a Maryland corporation in
    March 1997 and operated as a REIT for federal
  income tax purposes. From 1997 to August 1998, Larry Feldman, our Chairman
  and Chief Executive Officer, served as Chairman, Chief Executive Officer and
  President of Tower. In addition, Jim Bourg, our Executive Vice President and
  Chief Operating Officer and Scott Jensen, our Executive Vice President of Leasing,
  also served as members of the senior management team of Tower.

         The following information is based on Tower’s
          annual report filed on Form 10-K for the fiscal year ended December
          31, 1998. As of December 31, 1998, Tower’s portfolio of property consisted
          of approximately 25 office buildings containing approximately 4.6 million
          square feet and had a weighted average occupancy rate of approximately
          94.6%. In addition, Tower managed approximately 800,000 square feet
          of retail space. Substantially all of Tower’s properties were located
either in New York, New York, Orlando, Florida or Phoenix, Arizona.

Page 2

Elaine Wolff

November 16, 2004

     On October 16, 1997, Tower consummated an initial public offering of 13,817,250 shares of common stock, par value $0.01 per share (including the exercise of the underwriters’ over-allotment option of 1,802,250 shares) at a price of $26.00 per share and effected concurrent private placements of 1,153,845 shares of common stock and 1,949,360 shares of common stock in connection with the purchase of certain properties at a price of $26.00 per share and realized net proceeds from the offering and the concurrent private placements of $353.35 million. Tower’s common stock commenced trading on the NYSE on October 16, 1997 under the symbol “TOW.”

     Tower adopted a policy of paying regular quarterly distributions on its common and preferred stock and OP units. Cash distributions were paid on Tower’s common stock and OP units with respect to the period since its inception. The following table sets forth information regarding the declaration and payment of distributions by Tower since its commencement of operations on October 16, 1997 through the quarter in which the members of our senior management team resigned from Tower.

    Period Which Distribution
    Relates

    Distribution

    Record Date

    Distribution

    Payment Date

    Per Share

    Distribution

    Amount

    October 16, 1997 – December 31, 1997

    12/31/97

    1/15/98

     $

    .3536

    (1)

    January 1, 1998 – March 31, 1998

    03/31/98

    4/15/98

     $

    .4225

    April 1, 1998 – June 30, 1998

    06/30/98

     7/15/98

     $

    .4225

    July 1, 1998 – September 30, 1998

    09/30/98

    10/15/98

     $

    .4225

(1) Represents the pro rata portion (for the period from October 16, 1997 (date of offering) through December 31, 1997) of a quarterly distribution of $.4225 per share.

        The
    foregoing information represents the historical experience of certain members
    of our senior management team. Tower did not invest in mall properties. Investors
    in our Company should not assume that they will experience returns, if any,
    comparable to those experienced by investors in Tower. Investors who purchase
    shares in our Company will not thereby acquire any ownership interest in
    any corporation to which the following information relates.”

*    *    *

We believe that the
    addition of the foregoing information into the Company’s prospectus is sufficient
    to satisfy the disclosure requirements of Guide 5. We note that there are
    additional items listed in the “prior performance” section of Guide
    5 (e.g., number of properties purchased and location, number of investors,
    number of properties sold, etc.) that we do not address directly.We believe
    that inclusion of this information is not relevant to assessing our management
    team’s prior experience with Tower Realty Trust, Inc. Given that the
    members of our senior management team were part of a larger management team
    for Tower,
    these individuals could not unilaterally control the operations of Tower.
    As such, specific disclosure regarding property acquisitions and dispositions
    (for example) are not indicative of the “prior performance” of
    our management team. Therefore, such information
    is not critical to an investor’s understanding of the “prior performance” of
    our management team and should not be required given the sound policy reasons
    behind the adoption of Guide 5.

Page 3

Elaine Wolff

  November 16, 2004

We have been advised
    by the Company and the underwriters that they plan to commence the marketing
    phase of the Company’s initial public offering this week. We would thus greatly
    appreciate resolving this matter sometime during the day on Tuesday, November
    16, 2004. Questions in connection with this letter should be directed to
    the undersigned at 212-878-8232 or Jay L. Bernstein at 212-878-8527.

Very truly yours,

/s/ Beth A. De Santo

Beth A. De Santo, Esq.

Enclosures

cc:

 Jeffrey A. Shady, Esq.

Larry Feldman

Jim Bourg

Tom Wirth