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Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219-4074

Tel804 • 788 • 8200

Fax804 • 788 • 8218

    June 23, 2005

    File No: 53582.20

VIA EDGAR

Ms. Karen J. Garnett

Assistant Director

United States Securities and Exchange Commission

Division of Corporate Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

    RE:

    Columbia Equity Trust, Inc. (the “Company”)

Registration Statement on Form S-11, Registration No. 333-122644

Dear Ms. Garnett:

We are writing to you as a follow-up to our telephone conversation this morning in which you
suggested that we might respond to Comments 3, 4, 5, 6 and 12 of the Staff’s comment letter dated
June 22, 2005 with respect to the above-captioned Registration Statement. These comments all
relate to the integration of the issuance of units of limited partnership interest (“Units”) in
Columbia Equity, LP (the “Partnership”) issuable in connection with the formation transactions
described in the Registration Statement (the “Formation Transactions”), with the Company’s
underwritten public offering (the “IPO”).

The first part of this letter addresses the Company’s analysis of the “five factor test” and
addresses Comment 12 of the Staff’s comment letter which related to the roll-up rules under subpart
900 of Regulation S-K. The second part of this letter provides supplemental responses to comments
3, 4, 5 and 6 of the Staff’s comment letter.

As a preliminary matter, the Company respectfully submits that the traditional concerns under the
integration doctrine in the context of a private and public offering, i.e., that the filing
of the Registration Statement for the public offering constitutes a general solicitation that would
undermine the availability of a Section 4(2) exemption for the private offering, simply does not
exist in the context of the Formation Transactions and the IPO.

Ms. Karen J. Garnett

United States Securities and Exchange Commission

Division of Corporate Finance

Page 2

The Company respectfully submits that under the “five factor test” articulated by the SEC in
Release No. 33-4552 (November 6, 1962), the IPO should not be integrated with the issuance of Units
in connection with the Formation Transactions.

An analysis of each of the five factors is set below:

     1. Whether the sales are part of a single plan of financing. Professors Loss and Seligman have
noted that a plan of financing tends to refer to factors such as the method of offering the
security, the timing of plans for raising capital and whether the offerings are financially
interdependent. Loss and Seligman, Securities Regulation, at 1235 (3d ed. revised 1999). The
application of the factors mentioned by Professors Loss and Seligman underscores the very different
nature of the transactions. The IPO will be conducted in a conventional manner through the
distribution of prospectuses and selling efforts of the underwriters in the sale of common stock of
the Company to public investors. By contrast, the Formation Transactions were the result of direct
private negotiations between the Company’s executive officers and certain long term co-investors of
the Company’s senior management team that own interests in the entities that own certain of the
initial properties and the structuring of the Formation Transactions were completed substantially
prior to the initial filing of the Registration Statement. The recipients of approximately 99.1%
of the Units in the Formation Transactions are executive officers of the Company or members of
their immediate family. The remaining five individual investors, all of whom are accredited
investors, will collectively receive approximately 9,230 Units or approximately 0.9% of the Units
issued in the Formation Transactions. All of the Unit recipients are accredited investors with
substantial experience investing in commercial office properties in the greater Washington D.C.
area, which will be the Company’s business. In addition, the IPO and the Formation Transactions
are not financially interdependent. The agreements to issue the Units have been completed. The
sale of shares of common stock in the IPO has not been completed and will occur at a date far
removed from the dates of the agreements to issue the Units, some of which were initially executed
in 2004. Finally, factors regarding the “timing of plans for raising capital” seem irrelevant.
The Formation Transactions were not capital raising transactions.

     2. Whether the sales involve the issuance of the same class of securities. The issuances of common
stock in the IPO and Units in the Formation Transactions involve different securities from
different issuers. The securities being sold to the public in the IPO are common stock of the
Company. The Units to be issued in the Formation Transactions are limited partnership interests in
the Partnership. The rights of holders of Units are totally different than the rights of holders
of common stock with respect to important matters such as voting. Although the partnership
agreement of the Partnership allows Unit holders to cause the Units to

Ms. Karen J. Garnett

United States Securities and Exchange Commission

Division of Corporate Finance

Page 3

be redeemed beginning one year after the issuance of the Units, the Units should not be deemed to
be of the same class of securities as common stock. The decision to issue common stock or cash
upon redemption of the Units is solely in the discretion of the Company, as general partner of the
Partnership, and the holders of Units have no control over whether they will receive cash or common
stock upon redemption of the Units. The partnership agreement of the Partnership restricts the
transfer of the Units without the consent of the general partner of the Partnership. There is no
restriction on transferability of the common stock issued in the IPO. For some time, the Staff
has taken the position that offerings of convertible securities not exercisable for at least one
year are not deemed to be offerings of the underlying securities as well (See, e.g., The Division
of Corporation Finance Manual of Publicly Available Telephone Interpretations, Section A.9 (July
1997)). Accordingly, the Units can be distinguished from the common stock issuable upon
redemption. Also instructive is the established Staff position that, for purposes of determining
holding periods under Rule 144 under the Securities Act of 1933, units of operating partnership
interest, redeemable for shares in the REIT, are not deemed to be the same security as such shares,
and therefore the holding period of the unit is not able to be “tacked” to the holding period of
the associated share. As a result of the foregoing, the Units should not be deemed to be part of
the same class of securities as the common stock being offered in the IPO.

     3. Whether the sales have been made at or about the same time. Negotiations with the recipients of
Units commenced many months before the filing of the Registration Statement and all of the initial
Contribution Agreements were executed prior to the filing of the Registration Statement. Certain
of these Contribution Agreements were dated as early as October 2004. The Registration Statement
was initially filed on February 9, 2005 and the IPO will not be completed until late June 2005.

     4. Whether the same type of consideration is being received. The same type of consideration is
clearly not being received. The consideration to be received by the Company in the Formation
Transactions are equity interests in entities that own commercial real estate. The consideration to
be received by the Company in the IPO is cash.

     5. Whether the sales are made for the same general purpose. The purpose of each of the two
transactions is very different. It is important to note that the Formation Transactions are not
capital raising events but rather are designed to consolidate the ownership of Carr Capital and its
affiliates’ interests in certain of the initial properties as described in the Registration
Statement. As described under “Use of Proceeds” in the Registration Statement, the IPO is designed
to raise cash to finance the completion of the Company’s pending acquisitions, to repay debt and to
fund the Company’s future working capital needs. For the foregoing reasons, the Company believes
that the Unit transfers should not be integrated with the IPO.

Ms. Karen J. Garnett

United States Securities and Exchange Commission

Division of Corporate Finance

Page 4

Reproduced below is comment 12 from the Staff’s June 22, 2005 comment letter and the Company’s
response thereto.

    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).

    RESPONSE: As set forth above, the Company respectfully disagrees with the Staff’s
position that the Formation Transactions are not valid private placements and should be
integrated with the IPO. Accordingly, the Company does not concede that Item 901(c)(2)(ii)
of Regulation S-K is not available to exclude the Formation Transactions from Subpart 900 of
Regulation S-K (the “rollup rules”). However, the Company also believes that the exclusion
provided by Item 901(c)(2)(viii) also excludes the Formation Transactions from the rollup
rules.

    Item 901(c)(2)(viii) provides that a “roll-up transaction” should not include “A transaction
in which all investors are provided an option to receive or retain a security under
substantially the same terms and conditions as the original issue”. Each of the
participants in the Formation Transactions had the opportunity to retain their interests in
the entities that own the initial properties and several investors in the initial properties
in fact elected to retain their interests in these properties, as described in the
Registration Statement.

    In the early 1990s, both Congress and the SEC definitively addressed, through legislation
and rulemaking, respectively, certain widely-perceived abuses in the combination of entities
owning real estate and other types of assets, such as oil and gas interests. Many of these
perceived abuses involved owners of interests in finite-life entities, such as limited
partnerships, being deprived of a choice to vote against and refuse to participate in
transactions intended to diversify assets and provide for ongoing reinvestment, as opposed
to distribution, of cash flows and sales proceeds; in other words, the exchange of an
interest in a finite-life entity for an interest in an ongoing business.

    The legislative history surrounding the Rollup Reform Act of 1993 and the adopting releases
surrounding the SEC’s rollup rules set forth in Subpart 900 of Regulation S-K and amendments
thereto indicate that Congress and the SEC sought to regulate merger, reorganization and
other forms of combination of ownership interests where the general partner or other
promoter “controlled the vote” on whether or not the transaction occurred

Ms. Karen J. Garnett

United States Securities and Exchange Commission

Division of Corporate Finance

Page 5

    and possessed the ability to force dissenting owners to participate in a transaction. See
SEC Releases 33-6900 (49 SEC-DOCKET 125, effective June 17, 1991) and 33-6922 (1991 SEC
LEXIS 2431). See also statements of Sens. Dodd, Riegle, D’Amato and Pryor on S.424
introducing the Limited Partnership Rollup Reform Act of 1993, 139 Cong. Rec. S1996-02,
S2011-13 (1993) (statement of Sen. Dodd) and Rep. Markey on H.R.617 introducing the Limited
Partnership Reform Act of 1993, 139 Cong. Rec. E157-02, E157-E158 (1993) (statement of Rep.
Markey). In SEC Interpretive Release 33-6900, the SEC cited numerous examples of rollup
abuses involving potential overreaching by general partners, wherein the general partners
improve their relative positions at the expense of passive investors. These examples also
highlight the lack of ability of passive investors to stop or refuse to participate in such
transactions: the so-called “cram down” effect. Neither the legislative history of the
statutory provisions nor the adopting releases of the rules indicate that the rollup
provisions were intended to govern transactions where an individual has an opportunity to
decide whether or not to sell his or her interest in a particular asset, regardless in what
entity form that interest is held, and, accordingly, is permitted to retain his or her
interest if he or she wishes.

    The foregoing policy is clearly evidenced by the language of Section 6(b)(9) and 14(h)(4)(D)
of the Securities Exchange Act of 1934. In Section 14(h)(4)(D), in defining a limited
partnership rollup transaction, Congress required as one element that “any of such investors
are not provided an option to receive or retain a security under substantially the same
terms and conditions as the original issue...” Moreover, in Section 6(b)(9), in setting
forth requirements for exchange rules governing rollup transactions, Congress mandated that
any transaction be conducted in accordance with procedures designed to protect the rights of
limited partners, including the right of dissenting limited partners to retain a security
under substantially the same terms and conditions as the original issue.

    Likewise, in Item 901(c)(2)(viii) of Regulation S-K, in the SEC’s definition of a rollup
transaction, the SEC excludes from the definition “[a] transaction in which all investors
are provided an opportunity to receive or retain a security under substantially the same
terms and conditions as the original issue.

    Therefore, both the statutory provisions and the regulatory definition of a rollup
transaction carve out the situation where a holder of an interest in a finite life entity
has a real choice to either sell or convert his or her interest into an interest in
an infinite life entity or to retain the interest in a finite life entity.

Ms. Karen J. Garnett

United States Securities and Exchange Commission

Division of Corporate Finance

Page 6

    In the Company’s Formation Transactions, no contribution of interests in any property is
being executed by means of a transaction wherein either a general partner decision or the
vote by a majority of interest-holders has obligated an interest holder to participate.
Each contribution agreement was executed after a face-to-face negotiation, in each case
occurring prior to the filing of the registration statement, with the interest holder being
under no compulsion to sell or transfer his or her existing interest, and in each case the
interest holder could have retained his or her interest in the underlying property-holding
entity. In fact, the Registration Statement clearly reflects that the majority of the
Company’s properties will be only partially-owned after consummation of the Formation
Transactions and that, in fact, owners of interests in the majority of the property owning
entities elected to retain their existing interest.

    Moreover, while there are a relatively large number of contribution agreements filed as
exhibits to the Registration Statement, only eight individuals are involved in the Formation
Transactions. Three of these individuals are affiliates of the Company and had bargaining
power in effecting agreements to contribute their interests and are not the type of person
that the rollup rules or statutory provisions are designed to protect. The other five
individuals will be receiving less than 1% of the Units being offered, worth roughly
$150,000, would clearly have been permitted to retain their interests in the property owning
entities, and would not have benefited from the disclosure that the rollup rules mandate, in
that the cost of providing such disclosure would have exceeded by a substantial amount the
va