SecProbe.io

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      March 10, 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.
      Registration Statement on Form S-11 Filed February 9, 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.

General
1. We note that, immediately after or simultaneously with the
commencement of the offering, the company will participate in
formation transactions that will involve the issuance of the
following securities:
* operating partnership units to unaffiliated third parties in
connection with the acquisition of the Greenbriar, Sherwood Plaza,
Fair Oaks and Meadows IV properties;
* operating partnership units to unaffiliated third parties and
affiliates of Carr Capital in connection with the  acquisition of
the
King Street property;
* operating partnership units to unaffiliated third parties and
affiliates of Carr Capital in connection with the acquisition of
the
Madison Place Street property;
* operating partnership units to unaffiliated third parties and
affiliates of Carr Capital in connection with the acquisition of
the
Atrium property;
* operating partnership units to unaffiliated third parties and
affiliates of Carr Capital in connection with the acquisition of
the
Independence Center property;
* operating partnership units to affiliates of Carr Capital in
connection with the acquisition of the 1575 Eye Street property;
* operating partnership units to affiliates of Carr Capital in
connection with the acquisition of the Meadows V property; and
* operating partnership units to Carr Capital in connection with
the
acquisition of the certain asset management services agreements.
Please supplementally provide us with your analysis with respect
to
the potential for the integration of the offers and sales of
operating partnership units and the public offering of common
stock.
Specifically address how and when the actual amount of
consideration
will be determined.  Provide a discussion of any relevant staff
interpretations.  Please refer to Black Box Incorporated (June 26,
1990) and Squadron, Ellenoff, Plesant & Lehrer (February 28,
1992).
We may have further comment.

2. We note that you intend to elect to be taxed as a REIT and that
a
significant portion of the net proceeds of the offering has not
yet
been committed to investing in identified real estate related
assets.
Accordingly, it appears that your offering constitutes a "blind-
pool"
or "non-specified property program."  Please revise to include
prior
performance information similar to that required under Item 8 and
Appendix II of Industry Guide 5.  Refer to SEC Release 33-6900.
If
you do not believe you are required to provide prior performance
disclosures, or if you do not believe that you have any prior
performance to disclose, please supplementally explain the basis
for
your belief.

3. Supplementally, provide copies of market and industry data that
you cite or rely on in your filing.  These materials should be
appropriately marked, dated, and refer to the page number on which
they are cited.

4. Please supplementally provide us with copies of any graphics,
maps, photographs, and related captions or other artwork including
logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any
preliminary
prospectus distributed to prospective investors prior to our
review.

5. Please note that any sales literature that is to be used in
connection with this offering must be submitted to us
supplementally
prior to use, including sales literature intended for broker-
dealer
use only.  Please submit all written sales materials proposed to
be
transmitted to prospective investors, orally or in writing, with
your
next filing or as soon as it is available.  Sales materials must
set
forth a balanced presentation of the risks and rewards to
investors
and should not contain any information or disclosure that is
inconsistent with or not also provided in the prospectus.  For
guidance, refer to Item 19.D of Industry Guide 5.

6. Please provide all omitted information in the prospectus, other
than pricing information, in your next amendment.

7. Please update all financial statements included in the filing
as
required by Rule 3-12 of Regulation S-X.

Cover Page
8. We note the disclosure regarding your intention to apply to
list
the shares on the NYSE.  Supplementally tell us the basis for your
belief that you will be listed on the NYSE.   Please refer to the
note to Item 202 of Regulation S-K.

9. Pursuant to Item 1.D. of Guide 5, please revise the cover page
to
identify the most significant risk factors related to the purchase
of
the securities.  See also Section II.A.3.a of SEC Release 33-6900
for
guidance.

Prospectus Summary

10. Please limit your use of technical jargon in the forepart of
your
prospectus.  Terms such as "lease-up risk," "Class A and B office
space," seem to be industry terms that may not be readily
understood
by someone who is not familiar with your business or your
industry.
Instead of using technical terms, explain these concepts in clear
plain language.  See Rule 421(b) of Regulation C.

11. Please revise to limit your summary to a brief overview of the
key aspects of your company and this offering.  For example, we
note
your summary contains a lengthy description of the company`s
business, including your market, business strategy, competitive
strengths, asset management agreements, investment criteria and
structure.  Much of this detailed information is better suited for
the body of the prospectus.  Please revise to limit your summary
to
the key aspects of your business and your offering.  Also, if you
wish to retain a summary of your business strategy and competitive
strengths, please limit the bullet points to one sentence per
bullet
point, similar to the presentation of summary risk factors.  See
Item
503(a) of Regulation S-K.

Overview, page 1

12. Please revise this section to clearly disclose the total
amount
of consideration you will pay for your interest in the initial
properties.  Further, indicate the total indebtedness you will
assume.

	Our Market, page 2

13. Refer to your reference of "Class A and B office space" in the
second paragraph.  Please revise to describe which class your
initial
properties would fit into at the present time.

	Competitive Strengths, page 3

14. Our Local Market Knowledge and Relationships.  We note your
disclosure that through your relationships with your extensive
network of property owners, developers, tenants, property managers
and brokers, you expect to continue to source attractive
acquisition
opportunities.  If you choose to retain this disclosure, please
revise to discuss the nature of these relationships.  What is the
basis of each relationship?  Are they formal relationships?  What
benefits will both parties receive from such relationships?

15. Our Growth-Oriented Capital Structure.  Please revise to
clarify
whether your operating documents contain any limits on the amount
of
debt you may hold.  We note that you intend to limit debt to 55 to
60% of total market capitalization.

16. Our Growth-Oriented Capital Structure.  You indicate in the
last
sentence that Carr Capital has demonstrated access to private
institutional capital from joint venture partners such as JP
Morgan
Investment Management, Inc., Aetna Life Insurance Company, Invesco
Realty Advisors and The Carlyle Group.  Please revise to discuss
any
current commitments for capital from these institutional investors
or
tell us why you believe this language is appropriate.
Alternatively,
delete this language or clarify that you do not currently have
commitments from these institutions.

Our Initial Properties, page 5

17. Please revise to identify the joint venture partners.

Formation Transactions, page 7

18. You indicate throughout this section that you will acquire
certain interests in properties from affiliates of Carr Capital.
Please expand your disclosure to specifically quantify the
ownership
percentage each insider has in each of the contributing entities.
In
addition, please revise your disclosure throughout to describe the
business reasons for such restructuring.

19. Please revise the last paragraph under this heading to
specifically name all parties to the contribution agreements.
Also,
please disclose the amount that each affiliate will receive in
connection with the formation transactions.  Provide similar
disclosure in the body of the prospectus under the heading
"Formation
Transactions."

20. We note that you did not obtain third party appraisals for the
properties being contributed by affiliates.  Please revise to
discuss
how the value of the property was determined.  Provide similar
disclosure in the body of the prospectus under the heading
"Formation
Transactions."

	Our Tax Status, page 12

21. Please revise to clarify that you have received an opinion of
counsel regarding your REIT status.

Risk Factors, page 17

22. Please avoid using generic conclusions such as "adversely
affect," "negatively affect" or "materially adversely effected,"
when
describing the risks.  For example, on page 20 you state that your
"management has no experience operating a REIT or a public company
which could have an adverse effect" on your operations.  Replace
this, and similar language, with specific disclosure of how you,
your
business, financial condition and results of operations would be
affected by the facts you describe.

	Risk Related to Our Business and Properties, page 17

      We may be impacted by our tenants` failure to make lease
payment..., page 18

23. Please revise to indicate whether any of the current tenants
are
in default.

Our revenue and cash available for distribution to stockholder
could
be materially adversely affected..., page 19

24. We note that if any of your significant tenants becomes
insolvent
it would harm your financial condition.  Please identify any of
your
significant tenants that are in bankruptcy or have threatened to
file
for bankruptcy protection.

We may not be successful in identifying suitable acquisitions that
meet our criteria..., page 19

25. Please revise to briefly explain how you acquire commercial
office properties in "off-market" transactions.  Provide a more
detailed discussion in your Business section.

We may invest in properties in other real estate markets outside
the
Greater Washington, D.C. area..., page 20

26. We note that you may make selected acquisitions or develop
properties outside the Great Washington, D.C. area.  Please expand
your disclosure to identify those geographic areas.

Our management has no prior experience operating a REIT or public
company..., page 20

27. Please revise to more specifically describe the risks
associated
with your officers` lack of experience operating a public company
or
a REIT.

Our debt level may have a negative impact on our ability to make
distributions..., page 21

28. We note you have presented six risks that may result from your
level of debt and the limitations imposed by your debt agreements.
Please consider discussing each of these risk factors under a
separate caption that adequately describes the risk being
presented.
Focus on how these risks may affect your business in a degree or
manner that is different or more significant than other companies
in
your industry.

29. Please revise to briefly discuss the limitation imposed by
your
debt agreements.

      Risks Related to Our Organization and Structure, page 22

We may experience conflicts of interest with our chairman,
president
and chief executive officer..., page 22

30. Please revise to disclose whether you have any procedures for
resolving conflicts of interest.  If so, briefly describe those
procedures.

      Risks Related to the Real Estate Industry, page 26

Our performance and stockholder value are subject to risks
associated
with real estate assets..., page 26

31. The risks you have cited could apply to any company in the
real
estate industry.  Please limit your risk factor disclosure to
risks
that are specific to your business.  Omit this risk factor or
revise
it to make the disclosure more specific.  Refer to Item 503(c) of
Regulation S-K.

Our insurance may not be adequate to cover losses, including those
that result from earthquakes or terrorist acts, page 27

32. In order to give depth to your disclosure, please quantify the
limits on coverage per occurrence under your current property
insurance policy.

      The cost of compliance with or liabilities under
environmental
laws..., page 27

33. Please revise to disclose whether you are aware of any adverse
environmental conditions at any of your initial properties.
Describe
the nature of the problem and any remedial actions you have taken.
If material, please include an estimate of the total remediation
costs you expect to incur.  Provide similar disclosure with
respect
to mold problems in the next risk factor

Investment in our common stock has various federal, state and
local
income tax risks..., page 29

34. 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 be subject to adverse legislative or regulatory
changes..., page 29

35. Please revise your risk factor to focus on how this risk may
affect your business in a degree or manner that is different or
more
significant than other REITs in your industry.

A Warning About Forward-Looking Statements, page 32

36. Please revise the last sentence under this heading to clarify
that you have an obligation to update your disclosure to the
extent
that it becomes materially deficient or misleading.

Use of Proceeds, page 33

37. Please revise to provide the information discussed in
Instruction
5 to Item 504 of Regulation S-K.

Distribution Policy, page 36

38. Please revise to state that your cash available for
distributions
may be less than 90% of your REIT taxable income, which could
require
you to sell assets or borrow funds in order to make distributions.
Provide similar disclosure in the prospectus summary and on page
52.
Also, please include a risk factor that addresses this risk.

39. Please revise to clarify that distributions in excess of
available cash will constitute a return of capital rather than a
dividend to stockholders.  In this regard, we note your disclosure
in
the last paragraph on page 36.   Provide similar disclosure in the
summary.

40. We note that your ability to make distributions to your
stockholders will depend, in part, upon your receipt of
distributions
from your operating partnership.  Please revise your disclosure to
indicate whether or not there are any restrictions on the ability
of
Columbia Equity LP to transfer funds to Columbia Equity.

41. Please revise to provide a discussion of any restrictions that
limit or prevent you from