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corresp

Karen N. Winnett

(949) 623-3536

kwinnett@prestongates.com

September 20, 2005

VIA EDGAR AND FEDERAL EXPRESS

Jeffrey A. Shady, Esq.

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Cornerstone Core Properties REIT, Inc.

Registration No. 333-121238

Dear Mr. Shady:

     This letter is provided in response to the comment letter of the Securities and Exchange
Commission (the “Staff”) dated September 9, 2005 with respect to the Registration Statement on Form
S-11 filed by Cornerstone Core Properties REIT, Inc. (the “Company”) on December 14, 2004
(Registration No. 333-121238), as amended by Pre-Effective Amendment No. 1 filed on April 13, 2005,
Pre-Effective Amendment No. 2 filed on May 25, 2005, Pre-Effective Amendment No. 3 filed on June 6,
2005 and Pre-Effective Amendment No. 4 filed on August 30, 2005. A responsive Pre-Effective
Amendment No. 5 is being filed concurrently herewith via EDGAR. This letter keys the registrant’s
responses to the Staff’s numbered comments and the Staff’s comments appear in italicized text to
facilitate your review.

General

     1.      We note your response to prior comment 2; however, we are unable to agree with your
analysis. It appears that the private placement of partnership units to your advisor should be
integrated with the public offering. Since you have already commenced the private placement
without a registration statement, however, you cannot now register those units. Please revise your
document to include a risk factor discussing the violation of Section 5 and your possible liability
for the sale to the advisor. Please discuss with your auditors whether this contingent liability
required additional disclosure in the notes to your financial statements. If not, please tell us
the basis for your auditor’s conclusion.

     As requested by the Staff, the Company has added the following risk factor under “RISK FACTORS
— Investment Risks” on page 16 of the prospectus:

Jeffrey A. Shady, Esq.

Securities and Exchange Commission

September 20, 2005

Page 2

“Our advisor could potentially rescind its investment in units of our operating
partnership.

     On July 15, 2005, our advisor invested $200,000 in units of our operating
partnership in order to meet the initial investment requirements for REIT advisors
under applicable state laws. The units were sold to our advisor without
registration under the Securities Act of 1933, as amended, and the availability of
an exemption from the registration requirements is uncertain. Federal securities
laws provide for a one-year rescission right for investors who purchase securities
in an unregistered transaction for which the private offering or another exemption
was not available. Until July 15, 2006, our advisor could potentially assert a
right to rescind its investment which could require us to reacquire the units from
our advisor at the original purchase price paid, plus interest. Our advisor has
agreed not to exercise any rescission rights arising out of its purchase of units of
our operating partnership. Our advisor is required by state law to maintain a
$200,000 investment in us or our operating partnership as long as it remains our
advisor.”

     As requested by the Staff, the Company has discussed with its auditors whether this contingent
liability resulting from a failure to register the sale of the units would require additional
disclosure in the notes to the financial statements. The auditors have concluded that no additional
disclosure in the notes is required. The auditors are relying on the opinion of Preston Gates &
Ellis LLP that it is not considered probable that a rescission claim will be asserted and that, if
asserted, the likelihood of an unfavorable outcome is remote. Since there is no reasonable
probability that a loss will be incurred, there is no requirement that the loss contingency be
disclosed. Disclosure is not required of a loss contingency involving an unasserted claim or
assessment unless it is considered probable that a claim will be asserted and there is a reasonable
possibility that the outcome will be unfavorable. In this case, the advisor has assured the REIT
and its operating partnership that it will not assert any claim and counsel has determined that
even in the event the advisor did assert the claim, an unfavorable outcome is remote.

     Paragraph 38 of FAS 5 focuses on certain examples concerning the determination by the
enterprises whether an assertion of an unasserted possible claim may be considered probable: “With
respect to unasserted claims and assessments, an enterprise must determine the degree of
probability that a suit may be filed or a claim or assessment may be asserted and the possibility
of an unfavorable outcome . . . a judgment must first be made as to whether the assertion of the
claim is probable. If the judgment is that assertion of the claim is not probable, no accrual or
disclosure would be required.”

     Based on the opinion of Preston Gates & Ellis LLP and the advisor’s assurance to the REIT and
its operating partnership that it will not assert any claim for rescission, the auditors have
concluded that there is no need for additional disclosure in the notes to the REIT’s financial
statements.

Jeffrey A. Shady, Esq.

Securities and Exchange Commission

September 20, 2005

Page 3

     2.      We note your response to comment 1. We are unable to locate the disclosure that indicates
that you will purchase investment grade properties. Please revise or advise.

     The Company added disclosure describing the properties that it intends to acquire as
“investment grade” properties in the PROSPECTUS SUMMARY section under the headings “Cornerstone
Core Properties REIT, Inc. (page 1) and Investment Objectives (page 3), in the INVESTMENT
OBJECTIVES AND ACQUISITION POLICIES section under the headings Investment Selection (page 59) and
Acquisition Policies (page 60).

Estimated Use of Proceeds, page 33

     3.      We note your response to our comment 8. Considering that neither the amount nor the
percentage of organization and offering expense is fixed, we continue to believe that your use of
proceeds table should assume the maximum expense amount. In this regard, we note your disclosure
in footnote (2) that organization and offering expenses could be as much as 5%. Please revise to
reflect these expenses as 5% at the minimum, mid-point and maximum offering amounts.

     The Company believes that the estimates for organization and offering expenses shown in the
estimated use of proceeds table are its best estimates and provide for a more accurate presentation
than would the 5% maximum that is permitted under the NASAA Statement of Policy for REITs. Based
on our discussions with the Staff, we understand the Staff’s primary concern to be that the range
of possible organization and offering expenses (up to 5%) is too broad. Accordingly, the Company
had modified its articles of incorporation and the advisory agreement to reduce the maximum amount
of organization and offering expenses to 3.5% of gross proceeds from the primary offering and to
revise the prospectus disclosure where appropriate to reflect this reduced 3.5% maximum while
retaining its estimates of the actual percentages and amounts as currently shown in the Estimated
Use of Proceeds table on page 33.

     4.      Please revise the line item for acquisition fees to reflect 2% at all three offering
amounts. We note the footnote disclosure that acquisition fees previously paid may be allocated to
the purchase price of properties acquired later, however, it does not appear that this would have
the effect of reducing the fee itself. Please revise or advise.

     No acquisition fees will be paid with respect to shares issued pursuant to the Company’s
dividend reinvestment plan. Accordingly, the actual acquisition fees shown for the mid-point and
maximum offering amounts are 2% of proceeds from the primary offering which equates to 1.6% of the
total offering proceeds.

Jeffrey A. Shady, Esq.

Securities and Exchange Commission

September 20, 2005

Page 4

     Please direct any comments or questions regarding this filing to me by mail at the address
indicated on the first page of this letter, by facsimile at (949) 623-4464, or by telephone at
(949) 623-3536.

    Very truly yours,

Preston Gates & Ellis llp

    By:
    /s/ Karen N. Winnett

    Karen N. Winnett