SecProbe.io

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      Mail Stop 4561

August 3, 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 Nos. 2 and 3 to Registration Statement on Form S-
11
      Filed July 26, 2005 and July 27, 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
Amendment
No. 2 that that you provided to us.

Prospectus Summary

1. We note your response to prior comment 2.  Please eliminate or
substantially reduce the detailed description of your primary
markets.  This information is repeated elsewhere in the document
and
is not appropriate for the summary.  Similarly, please eliminate
or
substantially reduce the description of your history and your
management team beginning on page 3.  Some of this information is
already stated in the "Overview" section on page 1 and all of this
information is repeated verbatim in the body of the document.

Certain Relationships and Related Party Transactions, page 105

Purchase and Sale Agreements and Assignment Agreement, page 107

2. Consent of Existing Lenders.  Please revise to indicate that
you
must deposit $6.4 million with your lenders to satisfy reserve
requirements under certain loans you will assume.

3. We note your statement on page 108 that you derived the
purchase
price of the five properties by "applying the negotiated
capitalization rate" to management`s estimate of 2005 net
operating
income.  Please revise to provide an example of how you calculated
the purchase price using the capitalization rate.

Part II

Item 36.  Financial Statements and Exhibits

Exhibit 5.1 - Legal Opinion

4. Please confirm to us in writing that counsel concurs with our
understanding that the reference and limitation to the
"substantive
laws of the State of Maryland" includes the statutory provisions
as
well as all applicable provisions of the Maryland Constitution and
reported judicial decisions interpreting these laws.  Please file
counsel`s written confirmation as correspondence on the EDGAR
system.

Exhibit 8.1 - Tax Opinion

5. We note counsel`s assumption on page 2 of the tax opinion that
during your taxable year ending December 31, 2005 and future
years,
the representations contained in the certificates will be true for
such years.  Please provide a revised opinion that limits this
assumption to factual representations.

* * * *

      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.
August 3, 2005
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