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Prepared and filed by St Ives Burrups

VIA EDGAR AND FACSIMILE

November 12, 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 supplement our response dated
  November 9, 2004 to 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.

  By way of background, the contribution agreements
          executed by Mr. Erhart for the issuance of OP units in the private
          placement conducted by the Company’s operating partnership was
          executed prior to the initial filing of the Registration Statement
          on August
          13, 2004. The Staff 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.
          In addition, the Staff has also taken the view that the registered
          public offering is commenced upon the initial filing of the registration
          statement for that offering.

      As we discussed in our November 9, 2004
          letter, although the actual number of OP units to be issued to Mr.
          Erhart were not finally determined at the time of the initial filing
          of the Registration Statement, he 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.
          In agreeing to this arrangement, he was given an estimate of the number
          of OP units that he would receive in the offering. In
          fact, he understood that he would be receiving approximately $2.4 million
          of OP units based on his allocated proportionate share. Although there
          was some uncertainty about the actual number of OP units he would receive,
          he became comfortable with this uncertainty based on his understanding
          that his interests were aligned with those of the other contributors,
          two of whom are members of the Company’s board of directors and
          will be directly involved in the final negotiations

 United States Securities and
    Exchange Commission

    Attention: Elaine Wolff, Special Counsel
November 12, 2004

with the underwriters to determine the mid-point
    of the initial public offering price range, which will drive the number of
    equity securities to be allocated to the contributors as a group. He knew
    that if the market conditions at the time of the establishment of the range
    permitted a higher than anticipated valuation of the Company, he would end
    up with a more valuable stake in the operating partnership. Or, if the valuation
    turned out to be lower, he would end up with a less valuable stake in the
operating partnership.

Mr. Erhart’s contribution agreement
    is different from other contribution agreements that we have seen in which
    an investor is
  given the right to decide not to proceed with an offering if the value of the
  securities offered turns out to be lower than anticipated. In those situations,
  it would be fair to conclude that the investor is not sufficiently bound for
  Rule 152 purposes. However, this is not circumstances confronting Mr. Erhart.
  His contribution agreement is unconditional with regard to the value of the
  securities to be issued to him and he is bound to close his OP unit transaction
  regardless of what the valuation ultimately turns out to be.

  In our conversation today, the Staff reiterated
        its long held view that in order for a purchaser in a private placement
        by an issuer to be deemed have completed its investment decision prior
        to the initial filing of a related registration statement of that issuer,
        the definitive agreement executed prior to the initial filing must be
        (i) complete and encompass all material terms and (ii) subject only to
        conditions outside of the contributor’s control. We believe that all
        terms relating to Mr. Erhart’s contribution (both material and immaterial)
        were set forth in his contribution agreement. The fact that the number
        of OP units to be issued to him were subject to possible fluctuation
        does not mean that all material terms were not included. All terms were
        included, particularly the one in which he affirmatively agreed to accept,
        without the need for his further consent, some range of OP units in connection
        with his contribution.

    In our conversation today, the Staff also
        indicated that it would see no issue if the number of OP units to be
        issued to Mr. Erhart were fixed prior to the initial filing of the registration
        statement, even if their value were subject to possible fluctuation.
        We agree with this conclusion, but note that such a transaction is not
        at all different from the situation involving Mr. Erhart’s contribution.
        Consider the investor in a predecessor company that will be acquired
        by a new company in connection with the new company’s initial public
        offering. If that investor agrees to receive a fixed number of shares
        in the new company (regardless of the initial public offering price)
        in exchange for his interest in the predecessor company prior to the
        initial filing of a registration statement, that investor is subject
        to uncertainty relating to the value of the securities to be issued
        to him when the private placement is later completed around the time
        of the closing of the public offering. That investor, like Mr. Erhart,
        may be given an estimate of the value of the securities to be issued
        to him in the transaction based on information available prior to the
        time of the initial filing. Yet if that estimate turns out to have been
        an overstatement of value, the investor is still required to close the
        contribution transaction and proceed with the closing of the private
        placement. The offering involving that investor will clearly fit within
        the confines of Rule 152 even though in committing to the transaction
        the investor is not certain of the value of the securities that will
        be issued to him in the offering.

    The situation involving Mr. Erhart is exactly
        the same. Upon execution of his contribution agreement, he knew that
        he would be receiving some estimated number of OP units upon closing
        of

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 United States Securities and
    Exchange Commission

    Attention: Elaine Wolff, Special Counsel
November 12, 2004

the Company’s initial public offering. What mattered
    to him is not an arbitrary number of such OP units, but what they might be
    worth upon closing of the initial public offering. Like the investor who
    agrees to receive a fixed number of shares in an exchange offer without any
    control over what those shares will be worth when the exchange offer closes,
    Mr. Erhart is in exactly the same position. He knows he will be receiving
    OP units, but is not sure of their actual value until the initial public
    offering closes. We believe that the offering involving Mr. Erhart is subject
    to the same uncertainties as those confronting the investor who signs on
    to a fixed exchange ratio exchange offer. Both transactions are every bit
    as binding on the contributor and both transactions can clearly be structured
to fit within the confines of Rule 152.

There can be no doubt
    that Rule 152 is available in the transaction involving Mr. Erhart. He was
    legally bound prior
  to the initial filing of the Company’s registration statement and all
  material terms of his contribution were clearly and unambiguously set forth
  in his contribution
  agreement. The closing of his contribution is not subject to any conditions
  within his control.We also note that Clifford Chance US LLP will be delivering
  its legal opinion on this matter in connection with the closing of the Company’s
  offering.

  With regard to the Macy’s Position analysis
      for Mr. Erhart, we 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) pursuant to an employment agreement executed
      prior to the initial filing of the Registration Statement, Mr. Erhart agreed
      to become the Company’s Executive Vice President and General Counsel upon
      completion of the initial public offering;

  (iii) he will be one of the four most senior
      executives of the Company and will be directly involved in policy making
      for the Company;

  (iv) he is now the principal outside legal counsel
      for the Company’s predecessor and is intimately familiar with all aspects
      of its business and transactions;

  (v) he personally represented the Company in
      the purchase and financing of all of its existing properties; and

  (vi) he actively participated, prior to the
      initial filing of the Registration Statement, in the development of the
      terms and structure of the offering of OP units, including (A) participating
      in more than a dozen meetings or telephone calls in which the OP unit transaction
      was discussed and structured; (B) directly negotiating the terms of agreements
      used in the OP unit transaction, (C) drafting some of those agreements,
      including the partnership agreement of the operating partnership, (D) dealing
      with lender consent issues arising out of the OP unit transaction and (E)
      counseling the Company and its predecessor on these and other issues relating
      to the OP unit transaction in his role as principal outside legal counsel
      to the Company’s predecessor.

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 United States Securities and
    Exchange Commission

    Attention: Elaine Wolff, Special Counsel
November 12, 2004

It is clear from the above, that
    Mr. Erhart does not need the protections afforded the by the registration
    provisions of the
  federal securities laws and the Macy’s Position should be extended to him for
  policy reasons.

  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 Monday,
          November 15, 2004. 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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