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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:
Felldman 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 first 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 first Comment provides as
    follows:

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.

As we previously indicated
    to the Staff in our letter dated September 30, 2004, the contribution agreements
    providing for the issuance of the Company’s common stock and OP units were
    executed prior to the initial filing of the Registration Statement on August
    13, 2004. The Staff

 United States Securities and
    Exchange Commission

    Attention: Elaine Wolff, Special Counsel
November 9, 2004

has consistently taken the position that an otherwise
    valid private placement made in reliance on Section 4(2) of the Securities
    Act of 1933, as amended (the “Securities Act”), or Rule 506 of
    Regulation D is not integrated with a subsequent offering of the same or
    similar securities under Rule 152 if the purchaser has completed its investment
    decision with regard to the private placement before the subsequent registered
    public offering is commenced. The Staff has further taken the position that
    a purchaser has completed its investment decision with regard to a private
    placement when the purchaser’s obligation to purchase the securities is set
    forth in a binding investment agreement. The recipients of the common stock
    and OP units were irrevocably bound to receive the common stock and OP units
    prior to the filing of the Registration Statement. Although the actual number
    of shares of common stock and OP units were not finally determined at the
    time of the initial filing of the Registration Statement, each of the contributors
    agreed to accept his proportionate share of the equity securities of the
    Company that the Company does not sell to the public in the Company’s initial
    public offering. As a legal and contractual matter, each of the contributors
    was bound to take his proportionate share of such equity securities regardless
    of what the actual numbers turn out to be. We believe that, as a result,
Rule 152 is clearly available in this context.

  Nevertheless, the Staff
      seems troubled by the notion that “the contributors who are also executives
      of the company will be negotiating the number of shares to be issued.” We
      wish to point out that the post-filing negotiations between the Company and
      its underwriters will relate to the determination of the midpoint of the
      initial public offering price range. These negotiations will in turn drive
      the number of equity securities that will available for allocation among
      the contributor group. The contributors as a group will not participate in
      these negotiations. Instead, the negotiations on behalf of the Company will
      be conducted through its board of directors. We are aware of course that
      the Company’s board is now comprised of two persons (Larry Feldman and Jim
      Bourg) who are part of the contributor group. However, Mr. Erhart is not
      on the board and will not join the board upon completion of the offering.
      Pursuant to his contribution agreement, he is bound to accept the number
      of equity securities that are allocated to him in the formation transactions
      and he does not have the right to participate (nor has he participated) in
      the post-filing negotiations with the underwriters. Thus, even if the Staff
      were to conclude that a contributor’s participation in post-filing negotiations
      would make Rule 152 unavailable for that contributor, no valid reason exists
      for concluding that Rule 152 is not available for Mr. Erhart. He is a contributor
      who signed a contribution agreement prior to the initial filing of the Company’s
      Registration Statement, will not participate in the post-filing negotiation,
      and will not have a say in the number of equity securities allocated to
      him as a result of the post-filing negotiations. In signing his contribution
      agreement, he is irrevocably bound to receive his allocable share under
      all
      circumstances assuming the initial public offering closes.

  We also note the following: (i) Mr. Erhart
        is a highly sophisticated accredited investor who will be part of senior
        management of the Company upon completion of the initial public offering,
        (ii) he is the principal outside counsel of the Company’s predecessor
        and is familiar with all aspects of its business and transactions and
        (iii) he did participate, prior to the initial filing of the Registration
        Statement in the development of the terms and structure of the offering
        of
        OP units in the formation transactions. It is thus clear that Mr. Erhart
  does not need the protections afforded by federal securities laws.

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 United States Securities and
    Exchange Commission

    Attention: Elaine Wolff, Special Counsel
November 9, 2004

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 212-878-8527.

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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