SecProbe.io

CORRESP
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Prepared and filed by St Ives Burrups

VIA EDGAR AND FACSIMILE

November 19, 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 conversation of today, we wish to set
    forth (i) our conclusions that the contribution transaction involving the
    existing members of Feldman Equities of Arizona, LLC (“FEA”) is
    not a “roll-up transaction” within the meaning of Item 901 of Regulation
    S-K and (ii) proposed language to be added to the Prospectus relating
to the integration issues raised by the Staff.

Roll-up Transaction

  First, Item 941(c)(1)
      of Regulation S-K defines a roll-up transaction as “a transaction
      involving the combination or reorganization of one or more partnerships,
      directly or
      indirectly, in which some or all of the investors in any of such partnerships
      will receive new securities, or securities in another entity.” Item
      901(b)(1) of Regulation S-K defines a partnership as a “(i) Finite-life
      limited partnership; or (ii) Other finite-life entity.” In addition
      Item 901(b)(2)(i) provides that a limited partnership or other entity is “finite
      life” if: (A) it operates as a conduit vehicle for investors to participate
      in the ownership of assets for a limited period of time; and (B) it has
      as a policy or purpose distributing to investors proceeds from the sale,
      financing
      or refinancing of assets or cash from operations, rather than reinvesting
      such proceeds or cash in the business (whether for the term of the entity
      or after an initial period of time following commencement of operations).”

  FEA is not a finite
    life entity because it does not operate as a conduit vehicle for investors
    to participate in the ownership of assets for a limited period of time. It
    was organized as an infinite life limited liability company
    with no stated terms for dissolution and as the central vehicle for the Feldman
    organization to own, operate, manage and reposition under-performing or distressed
    malls. The members of FEA organized it to continue to make a series of investments
    in malls over time and to build a portfolio of malls in joint ventures with
    institutional investors. In addition, FEA did not have, as a policy or purpose,
    distributing to investors proceeds from the sale, financing or refinancing
    of assets. As Section 6.4 of the operating agreement of FEA provides: “Except
    as otherwise provided in this Agreement, all distributions shall be made
    at such times and in such amounts as is determined by the Manager.” In
  essence, the Manager of FEA determined when distributions to members would

 United States Securities and
    Exchange Commission

    Attention: Elaine Wolff, Special Counsel
November 19,
      2004

  be made or if distributions would
      be made at all. Thus, it is clear that the contribution transaction involving
      the existing
    members of FEA is not a “roll-up transaction.”

Proposed Language

We would also propose
    to include in the filing the following disclosure:

The exemption tom the registration
        requirements of the Securities Act may not be available in the formation
        transactions. 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 Executive Vice President and
        General Counsel. The offering and issuance of these equity securities
        to our management team has been structured as a private placement transaction
        that is exempt from the registration requirements under the Securities
        Act of 1933 pursuant to the exemption afforded by Section 4(2) thereof
        and/or Regulation D thereunder. Under federal securities laws as interpreted
        by the Securities and Exchange Commission, an exemption from the registration
        requirements of the Securities Act of 1933 may not be available to an
        otherwise valid private placement if that private placement is determined
        to be “integrated” with another public offering. Generally,
        a valid private placement will not be “integrated” with another
        registered offering if the investor in the private placement has completed
        its investment decision with regard to the private placement before the
        initial filing of the registration statement for the registered offering
        and the definitive investment agreement executed prior to the initial
        filing of the registration statement is complete and encompasses all
        material terms. In addition, federal securities laws provide for a one-year
        rescission
        right for investors who purchase securities in an unregistered transaction
        for which the private offering exemption is not available. Because the
        investment agreements executed by the management team prior to the initial
        filing of the registration statement of which this prospectus is a part
        provide for the issuance to the management team of a fixed percentage
        (rather than a fixed number) of the equity securities of the company
        and the operating partnership that will not be sold by us in the offering
        made pursuant to this prospectus, a question may arise under federal
        securities laws as to whether the investment decisions of the management
        team were made prior to the initial filing of such registration statement,
        which could make the private placement exemption unavailable for the
        private placement made to the management team. On this issue, we have
        obtained an opinion from our legal counsel that the offer and issuance
        of the equity securities to the management team is exempt from the registration
        requirements of the Securities Act pursuant to Section 4(2) thereof and/or
        Regulation D promulgated thereunder. In addition, we will avoid any possible
        liability arising out of the private placement of the equity securities
        to the management team because each member of the management team has
        (i) indicated in writing to us that he will not under any circumstances
        exercise any rescission rights arising out of the formation transactions,
        (ii) irrevocably waived any right to rescission that may arise with respect
        to the formation transactions and (iii) irrevocably agreed with us and
        the operating partnership to contribute to the operating partnership
        any proceeds received by him as a result of any rescission action arising
        out of the formation transactions if it is ultimately determined that
such statement and/or waiver is not enforceable.

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     United States Securities
        and Exchange Commission

      Attention: Elaine Wolff, Special Counsel
    November
          19, 2004

  We have been advised
      by the Company and the underwriters that they plan to print the prospectus
      for the offering tonight. We would thus greatly appreciate resolving this
      matter tonight. 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 matter.

Very truly yours,

/s/ Jay L. Bernstein

Jay L. Bernstein, Esq.

cc:

 Jeffrey A. Shady, Esq.

Larry Feldman

Jim Bourg

Tom
Wirth

Alexander G. Simpson, Esq.

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