SecProbe.io

CORRESP
1
filename1.htm

Prepared and filed by St Ives Burrups

VIA EDGAR AND FACSIMILE

November 9, 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.

  Amendment No. 2 to the Registration Statement on Form S-11 Filed October 22,
  2004

  Registration No. 333-118246

Dear Ms. Wolff:

  On behalf of our client,
      Feldman Mall Properties, Inc., a Maryland corporation (the “Company”),
      we set forth below our response 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, 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.

The second comment provides
    as follows:

 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 team’s 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 may be 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.

The Company maintains
    its position that no member of its senior management team, Feldman Equities
    of Arizona, LLC or Feldman Equities or their affiliates have sponsored a “program” within
    the meaning of Guide 5. As indicated in the Registration Statement, certain
    members of the Company’s senior management team have experience as members
    of the senior management of Tower Realty Trust and SL Green Corp., each a
    publicly traded real-estate investment trust (a “REIT”). Neither
    of these REITs amount to a “program” within the meaning of Guide
    5. Although not defined in Guide 5, in the Releases that accompanied the
    adoption of, and revisions to, Guide 5 (which was originally adopted as Guide
    60), the Commission did discuss what is meant by the term “program” as
    used in Guide 5. In Release No. 34-18161 (October 7, 1981), for example,
    the Commission made clear that a “program” is a three phase investment
    fund or a syndication involving (i) an offering or organization phase in
    which “the sponsor (who also serves as promoter and, later, general
    partner) organizes and registers the offering;” (ii) a second “operational
    phase of the program which commences with the acquisition of properties;” and
    (iii) a third phase in which “depending on the investment objectives
    of the program, the program is ‘completed’ as the partnerships are liquidated
    and wound down.” A publicly traded

REIT is not a three phase investment fund or syndication
    of the type discussed in Release No. 34-18161 and, as such, should not be
    considered a “program.” Publicly traded REITs are not organized
    in “phases” but are instead intended to be fully integrated operating
businesses that have infinite life.

  Our view that publicly
      traded REITs are not “programs” within the meaning of Guide 5
      is also supported by the type of information that is called for by Guide
      5 relating
      to program prior performance. It is clear that the type of disclosure that
      is required by Guide 5 relating to programs does not translate to information
      that would be applicable to a publicly traded REIT. For example, much of
      the information called for to be included in the Prior Performance Tables
      (Appendix
      II of Guide 5) has no relevance at all to publicly traded REITs. We also
      wish to note that the management team of a publicly traded REIT, including
      Tower Realty Trust and SL Green Corp., consist of several members. In addition,
      they are managed and controlled by their boards of directors. As
      such, the operating performance of a publicly traded REIT reflects the
      collective efforts of the management team and the board. It is inappropriate
      in our
      view to present performance information about public companies that had
      previously employed one or more members of a new company’s management
      team in an offering involving such new company. We believe that the presentation
      of such information
      in these circumstances has the risk of being highly misleading to investors.
      It could allow a handful of individuals to claim for their own benefit
      the
      prior performance that actually involved the efforts of a much larger management
      team. Although it comes up in slightly
      different context, we note that in the mutual funds industry, the Staff
      has consistently taken the position that an individual investment manager
      cannot
      use the “prior performance” of a mutual fund as a track record
      for such individual’s performance unless no other personnel besides
      the principals of a current registrant played a significant part in the
      management
      of the
      accounts whose performance is presented for those years. See Fiduciary
      Management Associates, Inc., SEC No-Action Letter (pub. avail. March 5,
      1984). We believe that the sound policy reasons behind this position are
      applicable
      in the non-mutual fund context as well.

  Finally, as we previously
      noted to the Staff, while the Company’s senior management team has in the
      last ten years acquired real properties in joint ventures with institutional
      partners, these transactions were characterized by one-off negotiations of
      terms and shared control with these partners and also did not involve any
      offering of interests in an investment fund or syndication and therefore
      also should not be considered to be “programs” within the meaning
      of Guide 5.

  Thus, our position is
      that, in the context of a blind pool offering, prior “program” performance
      information should be included when the performance information can be
      appropriately tied and credited to the senior management team involved
      in the offering. In
      the case of the Company’s initial public offering, we continue to
      believe that no member of the Company’s senior
      management team, Feldman Equities of Arizona, LLC or Feldman Equities or
      their affiliates has ever sponsored a “program” within the meaning
      of Guide 5. As a result, even if the Company’s initial public offering
      were to fall within the definition of a blind pool offering, no prior performance
      information can be included in the Registration Statement since no such
      information
      about programs exists.

We would greatly appreciate
    the Staff s concurrence with the views expressed above. Questions in connection
    with this letter should be directed to the undersigned at 212-878-8232.

Very truly yours,

/s/ Beth A. De Santo

Beth A. De Santo, Esq.

cc:

 Jeffrey A. Shady, Esq.

Larry Feldman

Jim Bourg

Tom Wirth

-2-