SecProbe.io

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      Mail Stop 4561

July 13, 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.
      Amendment No. 1 to Registration Statement on Form S-11
      Filed June 23, 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.

      All page numbers refer to the marked courtesy copy of the
registration statement that you provided to us.

Prospectus Cover Page

1. We note your response to comment 8; however, we are unable to
agree with your analysis.  We continue to believe that information
about the directed share program is not key to an investment
decision.  This disclosure is more appropriate for the body of the
prospectus.  Please revise your cover page to remove this
disclosure
as previously requested.

Prospectus Summary, page 1

2. We note your response to prior comment 9; however, your summary
still contains a significant amount of information that is better
suited for the body of the prospectus.  In addition, much of the
information is repeated verbatim in the description of your
business
beginning on page 53.  Please further revise to summarize the most
important aspects of your business and your offering, rather than
repeating the detailed disclosure that appears elsewhere in the
document.

Our Strategy, page 5

3. Much of the disclosure in this section is repeated under the
heading "Overview" beginning on page 1.  Please revise to delete
all
redundancies in this section.

Risk Factors, page 19

4. We note that you have not entered into binding agreements to
acquire your initial properties.  Please include a risk factor
discussing the risk that you may not acquire the initial
properties
described in the prospectus.  Alternatively, please tell us why
you
believe this is not a material risk.

The value of certain consideration paid to Bresler & Reiner for
certain intangible assets will be determined by our initial public
offering price and may exceed the fair market value of these
assets,
page 19

5. Disclosure at the top of page 106 indicates the additional risk
that the value of the consideration paid for the rights acquired
from
Bresler & Reiner may exceed fair market value because you did not
obtain any third-party appraisals, valuations, or fairness
opinions.
Please expand this risk factor to discuss the additional risk.

Our cash available for distribution may not be sufficient to make
distributions to our stockholders at expected levels, page 23

6. Please expand the disclosure to state whether you may use
proceeds
from this offering to pay distributions to stockholders.

Our debt agreements will impose limits on our operations and our
ability to make distributions to our stockholders, page 26

7. The first sentence states that agreements relating to the debt
you
incur "may" contain financial and operating covenants.  Please
tell
us whether any of the debt you will hold upon completion of this
offering contains such covenants.  If so, please revise the risk
factor to describe those covenants and indicate whether you are
currently in compliance.  Please provide similar disclosure in the
Liquidity section of MD&A.

Distribution Policy, page 41

8. We have read your response to comment 25 and 26.  Please revise
your disclosure to specifically describe the restrictions in your
debt agreements that will prevent you from making distributions to
investors.

9. Footnote (10) to the distribution table suggests that a portion
of
your initial distribution will exceed current and accumulated
earnings.  Please disclose how you intend to fund this
distribution.

Our Business and Properties, page 53

10. We note your response to comment 38.  Please further revise to
clarify whether the collaborative relationships with local
property
managers and leasing agents are formal or informal.  Please
describe
in more detail how you expect to benefit from these collaborative
relationships in the future.

Certain Relationships and Related Party Transactions, page 104

Purchase and Sale Agreements and Assignment Agreement, page 106

11. We note your response to comment 54 and the revised disclosure
on
page 107.  Please expand the disclosure under "Capitalization
Rate"
to explain in more detail the "desired capitalization rate."
Discuss
how you determined the rate for each property and how the desired
capitalization rate relates to management`s estimate of 2005 net
operating income.

Related Party Transactions, page 109

12. Refer to comment 54.  Please revise your disclosure to state
the
cost of any property acquired by the seller within two years prior
to
this transaction.  Refer to Instruction 5 to paragraph (a) in Item
404 of Regulation S-K.

Financial Statements

1. Adjustments to unaudited pro forma condensed consolidated
balance
sheet, page F-6
2. Adjustments to unaudited pro forma condensed consolidated
statement of operations, page F-11

13. Please further expand your disclosures in response to our
prior
comment 73 to clarify how the amount expensed for the LTIP units
was
derived.  In addition, tell us the accounting literature you
relied
upon in determining a negotiated value was appropriate in valuing
the
LTIP units or the rights received.

Midlantic Office Trust, Inc., page F-31

14. We have considered your response to our prior comment 74.
Tell
us whether you considered the need to disclose a summary of the
significant accounting policies the Company will employ subsequent
to
acquiring the properties.

Property Financial Statements prepared in accordance with Rule 3-
14
of Regulation S-X, pages F-32 - F-54

15. We note your response to prior comment 76.  Please revise your
document to include all of the financial statements required under
Rule 3-14 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 will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      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 Robert Telewicz, Accountant, at (202) 551-
3438
or Cicely Luckey, Accounting Branch Chief, at (202) 551-3413 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:	Daniel LeBey, Esq. (via facsimile)
      Hunton & Williams LLP

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Sidney M. Bresler
Midlantic Office Trust, Inc.
July 13, 2005
Page 5

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