SecProbe.io

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      Mail Stop 4561

June 10, 2005

Sidney M. Bresler
Chairman, President and Chief Executive Officer
Midlantic Office Trust, Inc.
11140 Rockville Pike, Suite 620
Rockville, Maryland  20852

      Re:	Midlantic Office Trust, Inc.
      Registration Statement on Form S-11
      Filed May 13, 2005
      File No. 333-124933

Dear Mr. Bresler:

	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 you will issue LTIP units in your operating
partnership to Bresler & Reiner and Charles S. Bresler in exchange
for a license grant, non-competition agreement, rights to acquire
additional commercial office properties and referral obligations.
We
also note that, upon completion of the offering, your operating
partnership will issue LTIP units to your executive officers and
non-
employee directors.  Please provide us with your analysis with
respect to the potential for the integration of the offers and
sales
of LTIP units and the public offering of common stock.  Please
refer
to Black Box Incorporated (June 26, 1990) and Squadron, Ellenoff,
Plesant & Lehrer (February 28, 1992).  We may have further
comment.

2. 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.

3. Please provide supplemental support for any comparative factual
assertions and for management`s belief in qualitative statements.
Clearly mark the location of the information you believe is
supportive of the statement referenced.  We note, for example,
your
statement on page 5 that Unlike many other publicly-traded REIT`s
we
will use local third-party property managers...

4. 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. Also, supplementally tell us whether all or any of
the reports were prepared for you or published generally.  Are the
reports publicly available, and if so, how?  If not, file the
experts` consents pursuant to Rule 436.  In this regard, we note
that
you contracted with Torto Wheaton to provide you with certain
reports.

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

Cover Page
6. Please revise here and throughout to clearly indicate whether
you
have entered into binding agreements to purchase your initial
properties.  In this regard, we note your disclosure on page 11
that
immediately following the closing of this offering, Bresler &
Reiner
or its co-investors will sell you nine of your 10 initial
properties.

7. We note the disclosure regarding your intention to apply to
list
the shares on the NYSE.  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.

8. Please remove the description of your directed share program
and
the anticipated sale to Bresler & Reiner from the cover page.
This
information is not key to an investment decision.  Moreover,
including this disclosure on the cover page may give the
information
undue prominence.

Prospectus Summary, page 1

9. Please limit your summary to the most important aspects of your
business and the offering.  Detailed descriptions of your
competitive
strengths, business strategy, and markets is more appropriate for
the
body of your prospectus.  If you wish to retain a summary of your
competitive strengths and business strategy, please limit the
discussion to one or two sentences per bullet point.  Also, please
consider providing a summary of the related party transactions,
rather than the same detailed disclosure that appears on page 109
of
the prospectus.

Risk Factors, page 20

10. Please avoid using generic conclusions such as "materially
adversely affected," "negatively affect" or "adversely affect"
when
describing the risks` effects.  For example, we note that on page
21
you state that your failure to integrate successfully additional
property acquisitions in your portfolio could have a material
adverse
effect on your operating results and financial condition.

We will be subject to the credit risk of our tenant..., page 22

11. In order to give depth to your disclosure, please revise to
indicate whether any of your tenants are currently in default
under
their lease.

Our revenue and cash available for distribution to stockholders
could
be materially adversely affected if any of our significant tenants
were to become insolvent, page 22

12. Please revise to indicate whether any tenant is currently in
bankruptcy or insolvent.

We may invest in properties in other real estate markets outside
the
Mid-Atlantic region where we have no experience, page 23

13. We note that you may make selected acquisitions or develop
properties outside the Washington, D.C. and greater Philadelphia,
PA
metropolitan areas.  If known, please expand your disclosure to
identify those geographic areas.

Our management has almost no prior experience operating a REIT...,
page 24

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

Our debt level may impair our ability to make distributions to our
stockholders, page 25

15. Please revise to briefly discuss the limitations imposed by
your
debt agreements.

16. 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.

Risks Related to the Real Estate Industry, page 30

Our insurance may not be adequate to cover losses, including those
that result from environmental damage, floods or terrorist acts,
page
31

17. 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
may adversely affect our operating results, page 32

18. Please revise to describe any hazardous substances or other
material environmental conditions on any of your initial
properties.
Provide similar disclosure in your risk factor regarding harmful
molds.

Tax Risks of our Business and Structure, page 33

We may be subject to adverse legislative or regulatory tax changes
that could reduce the market price of share of our common stock,
page
35

19. Please revise to discuss any proposed changes to the federal
income tax laws governing REITs or the administrative
interpretations
of those laws.  If there are no proposed changes, please revise to
explain how this risk factor makes this offering speculative or
risky.  Alternatively, delete this risk factor.

Investment in our common stock has various federal, state and
local
income tax risks..., page 35

20. Please revise this risk factor and explain how the risk
described
affects Midlantic Office or the securities being offered.

A Warning About Forward-Looking Statements, page 38

21. 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.

Market Data, page 38

22. We note your statement that indicates you have not
independently
verified the accuracy of the market data and forecasts made by
third
parties.  Please note that you are responsible for the entire
content
of the registration statement.  Accordingly, please remove this
disclaimer from your disclosure.

Distribution Policy, page 42

23. Please revise to state that your cash available for
distributions
may be less than 90% of your REIT taxable income.  Also, please
clarify whether you may sell assets or borrow funds in order to
pay
distributions in excess of available cash.  Provide similar
disclosure in the prospectus summary and your risk factor on page
24.

24. Please revise to clarify that distributions in excess of
available cash will constitute a return of capital rather than a
dividend to stockholders.  Provide similar disclosure in the
summary
and in the risk factor on page 24.

25. 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
Midlantic Partnership, LP. to transfer funds to Midlantic Office.

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

27. Tell us what consideration was given to expanding the preamble
to
include prominent disclosure clarifying that cash available for
distribution is not an alternative to measures calculated under
GAAP
and that it is not a basis for determining future distributions.

28. We note your disclosure in the second paragraph regarding
capital
expenditures.  Confirm that all other material investing and
financing activities have been included in your distribution table
or
if not disclose the amounts are immaterial.

Distribution Table, page 43

29. Explain to us how you considered distributions to minority
unit
holders in preparing your calculation of cash available for
distribution.

30. We note that your disclosure in footnote 8 states the
estimated
distributions are expected to be paid from incremental growth in
operating cash and to the extent necessary from offering proceeds.
To the extent expected distributions will exceed your operating
cash,
adjustment should be made to reflect this use of cash.

31. Please clarify what percentage of the expected distributions
will
represent a return of capital, if any.

32. Please revise your table to include a footnote that explains
how
you calculate "non-cash general and administrative expenses."

33. You indicate in footnote (2) that the new leases represent
contractual rental income under leases which (i) where signed
during
the 12 month period ended December 31, 2004 and (ii) were signed
since December 31, 2004.  Please confirm that the income from the
new
leases is not already included in your pro forma income.

34. Please revise footnote (6) to indicate how management
estimates
non-revenue enhancing capital expenditures.

Management`s Discussion and Analysis of Financial Condition and
results of Operations, page 46

Application of Critical Accounting Policies, page 47

35. Reference is made to your policy regarding depreciation
expense.
We note that tenant improvements are capitalized and amortized
over
the term of the corresponding lease.  Advise us how your policy
considers the useful life of the tenant improvements.

Liquidity and Capital resources, page 49

36. Please revise to quantify all material short-term liquidity
requirements.  Further, provide similar disclosure regarding all
material long-term liquidity requirements.

37. Revise to clarify whether you currently have a firm commitment
related to the credit facility you anticipate entering into after
the
completion of the offering.  If so, please describe the material
terms of the credit facility.

Our Business and Property, page 53

Competitive Strengths, page 54

38. Collaborative Relationships.   We note the statement that your
management team has established a broad network of relationships
with
property owners, developers, lenders and brokers through your
relationships with your extensive network of property owners,
developers, tenants, property managers and brokers, you believe
will
enhance your ability to identify and quickly close acquisitions
within your target asset class.  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?

Description of Our Initial Properties, page 69

39. Please revise to outline briefly any proposed program for the
renovation, improvement or developments of any of your properties.
Include an estimate of the cost and the method of financing to be
used.  If such a program does not exist, please disclose that
fact.
Refer to Item 14(d) of Form S-11.

40. Please disclose the principal business, occupations, and
professions carried on in each of your properties.  Refer to Item
15(c) of Form S-11.  We note that you have disclosed this
information
for your primary tenants, but it is not clear whether the primary
tenants represent the principal business in each property.

Our Tenants, page 84

41. Please revise to describe any renewal options and termination
provisions in the leases with your ten largest tenants.  Also,
please
expand your disclosure to describe the terms of your leases with
each
tenant that occupies ten percent or more of the rentable square
footage in each property.  Refer to Item 15(d) of Form S-11.

Management

Directors and Executive Officers, page 89

42. We note that your board of directors will consist of seven
members upon completion of the offering, but you have only
identified
five board members, including nominees.  Please revise to clarify
when you will elect the remaining two board members.
Supplementally,
please tell us why you have not identified the remaining two
members
in the prospectus.

LTIP Units, page 98

43. We note that upon "certain specified events" your operating
partnership will revalue its assets.  Please revise to describe
the
certain specified events.

44. We note your statement that upon equalization of the capital
accounts of the holders of the LTIP units with the other holders
of
operating partnership units, the LTIP units will achieve full
parity
with operating partnership units.  Please revise to provide an
example of how you will equalize the capital accounts after a
revaluation.

Policies with Respect to Certain Activities, page 101

45. Please revise to discuss your policy relating to offering
securities in exchange for property.  Also, discuss your policy
relating to repurchasing or otherwise reacquiring your shares or
other securities.

Investment in Real Estate or Interests in Real Estate, page 101

46. Please revise to include a specific statement as to whether or
not it is your policy to acquire assets primarily for possible
capital gain or primarily for income.

Investments in Other Securities, Entities or Real Estate
Mortgages,
page 101

47. Please revise to include the information required by Item
13(b)
of Form S-11.

Certain Relationships and Related Party Transactions

Our Formation Transactions, page 105

48. You indicate that immediat