SecProbe.io

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      Mail Stop 0409

June 22, 2005

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.
      Amendments No. 2 and 3 to Registration Statement on Form S-
11
      Filed May 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.

	Unless otherwise noted, page number references in this
comment
letter correspond to Amendment No. 2.

General

1. We have reviewed your schedules provided to us in response to
prior comments 31 and 32.  Please file these schedules as
correspondence on EDGAR.

2. Please amend your consent to correctly state the date of your
independent accounting firm`s report relating to the financial
statements of Columbia Equity Trust, Inc.

Contribution Agreements

3. We note the statement in your response to comment 1 that the
amendments to your contribution agreements and membership interest
sale agreements to extend the closing date do not affect the
underlying investment decision of the contributors who elected to
receive operating partnership units.  We are unable to agree with
your analysis.  Specifically, we take the view that the closing
date
is a material term to the contribution agreements.  Therefore, it
does not appear that the material terms of the contribution
agreement
were fixed prior to filing the registration statement because you
amended the agreements subsequent to filing the registration
statement.  Please provide further analysis regarding integration
of
these private placements with your IPO.  Otherwise, it appears
that
the private placements must be integrated with the public
offering,
and you should address your contingent liability associated with
offers and sales under the amended agreements.

4. We have considered your analysis regarding amendments to the
contribution agreements that gave the contributors the right to
elect
either OP units or REIT common stock as consideration.  We are
unable
to agree with your analysis that these amendments do not change
the
contributor`s underlying investment decision.  Consequently, it
appears that Rule 152 is not available for these transactions and
the
shares of REIT common stock to be issued under the amended
agreements
should be integrated with the public offering.  Please provide an
alternative integration analysis.  Otherwise, it appears that the
private placements must be integrated with the public offering,
and
you should address your contingent liability associated with
offers
and sales under the amended agreements.

5. We note that you do not expect to issue any shares of common
stock
or operating partnership units under the agreements evidenced by
Exhibits 10.68 and 10.69.  Even if you do not complete sales of
these
securities, you commenced an offering of the securities when you
executed the contribution agreements and the amendments to those
agreements.  As we have noted, it appears that Rule 152 is not
available for these offerings because the amendments represent a
new
investment decision.  Please provide an alternative integration
analysis.  Otherwise, it appears that the private placements must
be
integrated with the public offering, and you should address your
contingent liability associated with offers and sales under the
amended agreements.

6. We are unable to agree with your conclusion that Macy`s
position
is available to avoid integration of shares offered and sold to
Oliver T. Carr, Jr.  Because Mr. Carr is not currently an
executive
officer of the company, he does not fall within the interpretive
position.  Please provide further analysis regarding integration
of
these private placements with the IPO.

7. We note you will acquire the Loudoun Gateway IV property
directly
from the third party seller following this offering.  Please
supplementally tell us the form of consideration that you will use
to
acquire the Loudoun property.  If you intend to privately place
operating partnership units or shares of your common stock, please
provide us with an analysis regarding integration of the private
placement with the IPO.

8. Refer to the Membership Sale Agreement with K(3) Sherwood LLC,
filed as Exhibit 10.13 to the registration statement.  It appears
that this agreement was amended on April 28, 2005 and the amended
agreement has been filed as Exhibit 10.57.  We note that the
amendment increased the hypothetical sale price reference from
$14,600,000 to $16,000,000, representing a change in the
consideration payable under this agreement.  Since the agreement
was
re-negotiated after commencement of your IPO, please tell us why
the
private placement should not be integrated with the public
offering.
Also, please explain why this agreement was amended to change the
hypothetical sales price while the other contribution agreements
relating to Sherwood were not.

9. Refer to comments 2 and 3.  We note your response and await
your
submission of the LLC agreements for Greenbriar, LLC, Sherwood
Plaza
and Meadows V Investors, LLC.

10. We note your response to prior comment 3 and the information
provided in Annexes C-E to your letter.  Please tell us why the
amounts shown on the annexes are preliminary estimates.  It
appears
that the terms of the agreements relating to these properties fix
the
consideration as the amount of the contributor`s equity investment
plus an agreed upon internal rate of return.  Please explain how
these amounts could vary from the amounts shown on the preliminary
estimates.

11. We note your response to prior comment 4.  Please tell us
whether
you intend to amend the agreement to reflect the fact that no
additional consideration will be paid by the company for any
additional asset management agreements contributed under the terms
of
the agreement.

12. We note your response to prior comment 6.  If you are required
to
integrate any of your formation transactions with the public
offering, you will not be able to rely on the exception specified
in
Item 901(c)(2)(ii).

Prospectus Summary

Our Initial Properties, page 5
13. Please tell us whether you have a binding agreement to
purchase
the Loudoun Gateway IV property.  We note disclosure on page 79
indicating that you entered into an agreement to acquire this
property in March 2005.  Please file any agreements relating to
this
purchase as exhibits to the registration statement.

Risk Factors

We could incur substantial tax on "build-in gain" in connection
with
a sale of the Barlow Building before December 31, 2010, page 19

14. Please expand this risk factor to more clearly state the risk
to
your company and to investors.  We note that the caption appears
to
indicate the risk but the body of the risk factor does not.

Distribution Policy, page 39

15. Please revise your disclosure to clarify the tax implications
of
a return of capital, such as the reduction of their basis and
deferral of taxes.

Selected Financial and Other Data, page 40

16. We note your revised disclosure in response to prior comment
15.
Considering that the White Paper does not appear to add back
minority
interest in its definition of FFO, please amend your definition of
FFO throughout the filing to be consistent with the White Paper or
disclose how your measure differs from the NAREIT definition.

Formation Transactions, page 60

17. We note that you will acquire a 36% interest in King I, LLC by
purchasing membership interests held by unaffiliated third parties
for cash.  Please tell us why you have not filed an agreement
relating to the cash purchase.  Also tell us why you have not
filed
similar agreements relating to the cash purchases for interests in
Madison Place, Suffolk Building, Atrium, Victory Point, and the
Barlow Building.

Unaudited Pro Forma Combined Balance Sheet, page F-4

18. Please explain your basis for classifying the LTIP units as
equity and cite the relevant accounting literature in your
response.

Unaudited Pro Forma Combined Statements of Operations, pages, F-5
and
F-6

19. Please revise to include adjustments to reflect the impact of
the
salaries for your employment agreements.

Notes to Unaudited Pro Forma Combined Financial Statements,
Adjustments to Unaudited Pro Forma Combined Balance Sheet as of
March
31, 2005, page F-7

20. We have read your response to prior comment 28 and note that
in
the event of a successful public offering, you will reimburse the
Predecessor Company for offering costs incurred or paid on your
behalf.  Considering that such costs appear to be reflected as a
deduction from the gross proceeds of the offering, please revise
the
pro forma balance sheet to reflect your financial position before
the
offering by giving pro forma effect to the contribution of the
deferred offering costs to the REIT.

* * * *

      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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Oliver T. Carr, III
Columbia Equity Trust, Inc.
June 22, 2005
Page 6

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