SecProbe.io

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      May 17, 2005

Mail Stop 0409

Oliver T. Carr, III
Chairman, President and Chief Executive Officer
Columbia Equity Trust, Inc.
1750 H Street, N.W., Suite 500
Washington, D.C.  20006

Re:	Columbia Equity Trust, Inc.
      Amendment No. 1 to Registration Statement on Form S-11
      Filed April 27, 2005
      Registration No. 333-122644

Dear Mr. Carr:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Contribution Agreements

1. We note from your response to comment 1 that you believe that
the
private placements of the operating partnership units were
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 also note you amended several of these
contribution agreements subsequent to filing the registration
statement to permit Carr Capital and its affiliates to elect to
receive shares of common stock in lieu of operating partnership
agreements and to extend the closing date.  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.  Please provide further analysis regarding
integration of these private placements with the IPO.

2. We note that the consideration payable in a number of the
contribution agreements is based on the amount of net cash flow
that
the contributors would be entitled to receive under the relevant
LLC
agreements upon a hypothetical sale of the property.
Supplementally,
please provide copies of the LLC agreements, including any
amendments, referenced in Exhibits 10.1, 10.2, 10.4, 10.12, 10.14,
and 10.15.  Also, please explain supplementally how the
consideration
will be calculated under these agreements and give us examples of
how
the formulas will work.

3. We note that the consideration payable in a number of the
contribution agreements is based on the value of the contributor`s
membership interest plus an internal rate of return as defined in
the
relevant operating agreement.  Supplementally, please tell us how
you
will calculate the value of the contributors` membership
interests.
If known, please quantify the amount of the contributor`s interest
under each of the agreements and provide examples of how the
formulas
will work.  Also, please provide copies of the operating
agreements
that define internal rate of return and any amendments to those
agreements.

4. Refer to Exhibit 10.47.  Supplementally, please explain how you
will determine the projected aggregate asset management fees that
are
the basis for the consideration under this contribution agreement.
Provide examples of how the formula will work.

5. Please file the operating partnership agreement with your next
amendment or provide a copy of the agreement supplementally for us
to
review.

6. Supplementally, please discuss application of the roll-up rules
to
the formation transactions.  If you believe the transactions are
exempt from roll-up disclosure, please provide a detailed analysis
supporting your conclusion.

General
7. We note from your response to comment 2 that you will use
approximately 82% of the estimated proceeds of this offering to
purchase identified properties.  Under these circumstances, prior
performance disclosure of the type required by Guide 5 for limited
partnerships and applicable to IPO`s of REITs pursuant to Release
33-
6900, may not be required.  However, should the amount of your
offering or your intended use of proceeds change prior to
effectiveness, please advise.

Prospectus Summary, page 1

Our Market, page 2

8. We note your response to prior comment 11.  Please further
revise
the summary to eliminate or substantially reduce the disclosure
under
this heading.  Detailed information about the market where you
intend
to focus is more appropriate for the body of the prospectus.

      Our Tax Status, page 11

9. We note your response to prior comment 21; however, we continue
to
believe that disclosure indicating you have received an opinion of
counsel is appropriate for the summary.  Please revise to clarify
that you have received an opinion of counsel regarding your REIT
status, consistent with the disclosure on page 131.

Risk Factors, page 16

Risk Related to Our Business and Properties, page 16

10. Recent news reports have indicated that the Department of
Defense
plans to move a substantial number of employees away from the
Washington, D.C. metropolitan area, vacating a significant amount
of
leased space.  Supplementally, please tell us how such a
relocation
would affect your portfolio.  Consider providing additional risk
factor disclosure that addresses this potential loss of tenants.

Our management and board of directors have discretion to increase
the
amount of our outstanding debt..., page 21

11. Please revise to describe this risk in more detail and to
explain
how the risk affects Columbia Equity or the securities being
offered.

We may experience conflicts of interest with our chairman,
president
and chief executive officer and several of our executive officers
relating to their ownership of operating partnership units, page
22

12. We note your response to prior comment 30.  Please revise the
risk factor to clarify that you currently have no policy or
procedures in place to resolve conflicts of interest.

Distribution Policy, page 36

13. Refer to comment 39.  We reissue that portion of the comment
that
requests you revise this section to clarify that distributions in
excess of available cash will constitute a return of capital
rather
than a dividend to stockholders.

14. We note your response to comment 41.  We also note that your
debt
agreements will impose limits on your operations and your ability
to
make distributions to your stockholders.  Please revise this
section
to provide a detailed discussion of each of those limits.  In this
regard, we note your disclosure on this page and the risk factor
on
the bottom of page 21.

Selected Financial and Other Data, page 37

15. We are unable to locate the revisions made in response to
prior
comment 43.  We reissue prior comment 43 and ask you to amend your
disclosure throughout the filing, as appropriate, or advise us.

Summary of Critical Accounting Policies and Estimates

Investment in Real Estate, page 43

16. Please supplementally advise us why you do not intend on
applying
purchase accounting for acquisitions from related parties in which
stock or units are issued as consideration.  In your response,
please
explain why these transactions are outside the scope of SFAS No.
141.
Refer to paragraph 10 of SFAS No. 141.

Formation Transactions, page 54

17. We note your response and revision relating to our comment 54.
Specifically, we note your statement in the second paragraph on
page
56 that "the contributors have made limited representations and
warranties in the contribution agreements."  Please revise further
to
describe the specific representations and warranties made by the
contributors.

Our Business and Properties, page 61

18. Please revise your business section to provide a more robust
discussion of the private REIT that owns the Barlow Building
property, including the name of the private REIT and the persons
who
control it.  Also, describe any restrictions that may limit or
prevent the private REIT from making a distribution to Columbia
Equity.

      Our Joint Venture Agreements, page 91

19. You indicate in the first sentence under this heading that you
will own interests in six of your initial properties through joint
ventures.   Please reconcile this with your statement at the
bottom
of page 57 that you will acquire partial ownership interests in
eight
of your initial properties.

20. We note the summary of your joint venture agreements with JP
Morgan Investment Management, Inc. and Aetna Life Insurance
Company.
Please provide similar disclosure for your remaining joint venture
agreements.

Certain Relationships and Related Party Transactions, page 106

      Certain Business Relationships, page 107

21. We note your response to comment 69.  We are unable to locate
the
requested disclosure.  Please revise to describe and quantify the
"certain costs and expenses" incurred by Carr Capital that you
will
reimburse.

Underwriting, page 151

	Directed Share Program, page 152

22. We note your response to comment 73.  We reissue our comment
requesting that you tell us whether the business associates and
related persons associated with you are registered broker-dealers.
In this regard, we note that business associates and related
persons
associated with you will be eligible to purchase shares in the
program.

Unaudited Pro Forma Combined Balance Sheet, page F-4

23. We have read your response to comment 81 and understand that
the
formation transactions require use of cash raised in the offering.
However, we continue to believe that the pro forma financial
position
of the registrant before the offering should be transparent to
investors.  In that regard, please revise to distinguish the
adjustments related to the formation transactions in order to
illustrate your historical financial position before and after the
formation transactions, as well as the offering.

Unaudited Pro Forma Combined Statement of Operations, page F-5

24. We have read your response to comment 82. We note that the
size
of the anticipated stock split is still under discussion and prior
to
the resolution of this matter, any earnings per share information
will change.  Once resolved, disclose basic and diluted per share
data on the face of the pro forma income statement, as well as the
number of shares used to compute per share data.

Notes to Unaudited Pro Forma Combined Financial Statements, page
F-6

25. Related to footnote 5, revise to give pro forma balance sheet
effect to the one-time compensation charge you expect to record at
the time of the offering based upon the estimated fair value of
the
Company`s stock on the grant date.  Please note that pursuant to
Article 11-02(b)(6) of Regulation S-X, pro forma balance sheet
adjustments shall be computed regardless of whether they have a
continuing impact or are nonrecurring.

26. We note that depreciation has been calculated based on the
estimated fair values of the assets being acquired.  We reissue
comment 84 and ask you to provide in a separate footnote
sufficiently
detailed support for your pro forma adjustment to depreciation
expense.  Disclose the new cost basis of each type of asset and
the
period and method of depreciation so that your policies and
calculations are transparent to readers.

27. Further to our previous comment, we have reviewed your
response
to comment 84 and do not understand why information to complete a
preliminary allocation of the purchase prices is not available.
We
note from page F-3 that these acquisitions are under contract, and
it
appears that you would have access to rent rolls and lease lists,
if
not the lease agreements.  Please revise to perform a preliminary
allocation and adjust your pro forma balance sheet and income
statement, accordingly.  You may highlight the uncertainties
related
to any amounts that may change and the related impact on your pro
forma financial information.  Refer to the Instructions to Rule
11-02
of Regulation S-X.

Columbia Equity Trust, Inc. Predecessor

Combined Balance Sheets, page F-16
28. Please supplementally advise us why your deferred offering
costs
have been reflected on the balance sheet of the Predecessor
instead
of the registrant.  Additionally, please separately present any
amounts due to CCC for such costs that are included in "Accounts
payable and accrued expenses."  Finally, we do not understand why
these costs are not being contributed to the REIT in note 4 to
your
pro forma balance sheet.  Please revise or advise us.

Note 2 - Summary of Significant Accounting Policies, page F-21

c) Real Estate Entities, page F-21

29. We note that Columbia Predecessor uses the equity method to
account for its investments in uncombined real estate entities
because it has significant influence, but not control, over the
investees` operating and financial decisions.  Expand your
discussion
to disclose the criteria by which you assess significant influence
for your investments in partnerships and limited liability
companies.

Significant Properties

Combined Statements of Revenue and Certain Expenses, page F-39

30. We have read your response to comment 91 and note that Item 3-
14
of Regulation S-X does not appear to distinguish between cash and
unit consideration.  In a supplemental response, clarify whether
the
related party interests are held by the common control group.  If
not, revise to include an audited statement of revenue and certain
expenses for the three most recent fiscal years.

31. We have read your response to comment 92 and await the filing
of
your supplemental schedule showing the significant test
calculations
required by Item 3-14 of Regulation S-X.

King I, Madison Place and Carr Capital 1575 Eye Street Associates

Financial Statements, page F-50, F-60 and F-69

32. We have read your response to comment 93 and await the filing
of
your supplemental schedule showing your calculation of compliance
with Item 3-09 of Regulation S-X.

* * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Rachel Zablow, Accountant, at (202) 551-3428
or
Steven Jacobs, Accounting Branch Chief, at (202) 551-3403 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact Jeffrey Shady, Attorney-Advisor, at (202)
551-3471 or me at (202) 551-3780 with any other questions.

Sincerely,

Karen J. Garnett
Assistant Director

cc:	David C. Wright, Esq. (via facsimile)
      Hunton & Williams LLP
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