SecProbe.io

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      July 22, 2005

      Mail Stop 4561

Charles J. Schreiber, Jr.
Chief Executive Officer
KBS Real Estate Investment Trust, Inc.
4343 Von Karman Avenue
Newport Beach, CA 92660

Re:	KBS Real Estate Investment Trust, Inc.
	Registration Statement on Form S-11
      Filed June 23, 2005
      Registration No. 333-126087

Dear Mr. Schreiber:

	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
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.
Form S-11

General
1. Please provide us with any gatefold information such as
pictures,
graphics, or artwork that will be used in the prospectus.
2. Please submit to us any promotional materials and sales
literature
before first use.   We note your discussion of sales materials on
page 133 and the use of information relating to this offering, the
past performance of KBS programs managed by affiliates of your
advisor, property brochures, articles, and publications concerning
real estate.  In this regard, note that 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.  Refer
to
Item 19.D. of Industry Guide 5.
3. Please revise to include the information required by Item 404
of
Regulation S-K, including the ownership interest of your
executives
in your Advisor.

Cover Page
4. Please confirm that your cover page will note exceed one page.
5. Please disclose on the cover page and in the "best efforts"
discussion in the summary on page 15 that purchases of shares by
your
advisors and their affiliates may count toward satisfaction of the
minimum offering amount as mentioned on page 16.  Disclose also
whether your directors or executive officers, who are also
executive
officers of your advisor, may purchase shares to reach the minimum
offering amounts and indicate that any of the above referenced
parties are purchasing for investment purposes only and not for
resale.  In addition, disclose any special arrangements granted to
these parties such as a discounted purchase price (net of
commissions) and disclose the number of shares they may purchase.
6. As a related matter, please clarify that investors should not
expect that the sale of shares to reach the minimum indicates that
such sales have been made to investors who have no financial or
other
interest in the offering, or who otherwise are exercising
independent
investment discretion.
7. Please also state whether the advisor, dealer manager, or their
affiliates will be purchasing shares for investment purposes or
with
a view toward distribution.
8. Tell us what plans the advisor, dealer manager, and their
affiliates have regarding the resale of the shares acquired to
meet
the minimum threshold in the offering.  We note that the resale of
any shares received by them other than as compensation for their
services may require registration under the securities laws.
9. Please expand to briefly describe the volume discounts as
mentioned on page 126.
10. Please revise the 2nd bullet point to disclose that your total
assets consist of only $200,000 in cash.

11. Please revise the 5th bullet point to disclose the conflicts
with
your advisor, including the ownership of your advisor by your
President, Mr. Bren and your CEO, Mr. Schreiber, and the fact that
they also serve as executive officers of your advisor.
12. Please expand the bullet point risk factors to discuss the
following risks:

* The amount of leverage authorized by your charter and that such
leverage may reduce the amount of distributions to investors.  We
note disclosure concerning your borrowing policy on page 75 as
distinct from section 9.8 of your Articles of Amendment and
Restatement indicating that you may borrow up to 300% of net
assets.

* That the your advisor and its affiliates may have incentive to
recommend risky or speculative investments because their fee is
equal
to a percentage of the purchase price of real estate assets and a
percentage of average invested assets.

* That there are restrictions on ownership of shares such as the
9.8%
volume restriction mentioned on page 15.

* That your organizational documents permit you to pay dividends
from
any source, including from the net proceeds of this offering,
which
would constitute a return of capital

* That the purchase price of the securities was arbitrarily
determined and that it is NOT based on the market value of the
securities, the net value of the assets, or the expected operating
income of the REIT
13. To the extent we highlight or request risk factor disclosure
on
the cover page, please make conforming changes in the Summary Risk
Factors or in the Risk Factor section.
14. Revise the cover page so that the footnote to the table
appears
on the outside front cover page of the prospectus, immediately
below
the table.
15. Please revise the last sentence to disclose the timing of the
release of funds from escrow if the minimum offering is not sold,
and
whether any fees will be charged on funds returned.  Provide
similar
disclosure in the Subscription Procedures section on page 130.
Please note that all or a specified part of the consideration paid
must be promptly refunded to the purchaser.  Refer to Rule 10b-9
of
the Securities and Exchange Act.

Summary
16. Please revise to include a summary discussion of the use of
proceeds and include disclosure of the percentage that will be
available for investment after deducting organizational and
offering
expenses, selling commissions and dealer manager fees and
acquisition
fees.
17. Please disclose the maximum leverage that you expect to use as
a
whole and how that may differ for individual properties.
Reference
is made to Item 3 of Guide 5.
18. Please revise to delete repetitive disclosure in the summary
and
to delete disclosure that is more appropriately located in the
latter
part of your document such as the executive biographies.
19. Please revise to eliminate cross-references from the summary.

What are your investment objectives? Page 2
20. Please revise to explain how an investor`s capital
contribution
will be returned.  Please balance this disclosure with the
disclosure
that you do not expect that there will be a market for the shares
and
that there is no assurance that an investor will receive any
dividends.

May you invest in anything other than real property? Page 8
21. Please revise to disclose that there are no limitations on the
amount that you may invest in any type of permitted investment.

What conflicts of interest will your advisor face?  Page 9
22. Please revise to include a discussion that the fee agreement
was
not negotiated at arms length and a discussion of the conflicts
regarding the termination provision of the advisory agreement.
23. We are unable to view the organization chart that you indicate
appears on page 10.  Please advise.

What are the fees that you will pay to the advisor and its
affiliates
in connection with this offering? Page 10
24. Please expand your discussion regarding compensation here and
in
your management compensation section beginning on page 55 to
include
estimates for the minimum threshold offering amount.  We note that
at
the time you break escrow, investors will be basing their
decisions
on the offering amounts raised at that date.  You may update
disclosure to reflect changes in the amounts raised at a later
date.
Refer to Item 4 of Guide 5.
25. Please disclose what other items constitute organization and
offering expenses in the table.
26. Expand the reimbursement discussion to disclose that you will
reimburse your advisor for expenses related to retail conferences
and
issuer educational conferences involving participating broker
dealers
as noted in your plan of distribution section.  Your disclosure
should specify the items subject to reimbursement for unaffiliated
broker dealer related activities.  Please provide similar
disclosure
in your compensation section beginning on page 50.
27. As a related matter, please disclose whether you intend to pay
any stock based compensation to any broker dealers as incentive
for
the sale of the securities. We note disclosure on page 50
indicating
that you expect to grant awards to employees of your advisor or
any
of the employees of entities that provide services to you, your
independent directors, managers, or directors of the advisors or
entities that provide services to you, and consultants to you or
your
advisor.
28. Please describe what constitutes "substantial assistance in
connection with the sale of properties" and disclose who will make
the determination for fees paid in that regard.

If I buy shares, will I receive dividends to stockholders? Page 13
29. 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, borrow funds, or use the proceeds of this
offering in order to make distributions.  Please also revise to
clarify that you may make distributions that include a return of
capital.

How does a "best efforts" offering work? Page 15
30. Please revise to disclose that if you do not reach the minimum
amount you will return investor`s funds.

What happens if you don`t raise at least $2,500,000 in gross
proceeds? Page 16
31. We note the refund feature for Pennsylvania investors if you
do
not reach the $66.7 million threshold within 120 days of the date
you
first accept a subscription payment from a Pennsylvania investor.

a. Please tell us why the minimum threshold amounts differ for
Pennsylvania investors.

b. Disclose on the cover page the differing minimum threshold
requirements.  Please revise to disclose on the cover page that
funds
may be returned to Pennsylvania investors where the $66.7 million
dollar minimum is not reached within the specified time period.

c. Disclose whether the funds from Pennsylvania investors will
count
toward satisfaction of the $2.5 million minimum threshold given
that
the funds will be held in escrow until the $66.7 million dollar
amount is reached.  Please tell us the mechanics of returning
funds
to investors in the event you reach the $2.5 million minimum which
may include amounts received from Pennsylvania investors but you
do
not ultimately reach the $66.7 minimum.
32. Please revise to include a tabular summary of the use of
proceeds.  Refer to Item 3.B. and Appendix I of Guide 5.

Risk Factors
33. We note that you may invest in "mezzanine debt," "mortgage-
backed" securities and other "structured finance investments,"
second
mortgages, wraparound mortgages, construction loans, and loans on
leasehold interests.   Please discuss in separately captioned risk
factors the risks associated with each of your permitted types of
investments and any impact on distributions to investors from the
risks.

General Risks Related to Real Estate Investments, page 31
34. Please revise to include separate risk factor disclosure
discussing the risks of each type of investment in which you may
invest.  We note that you may invest in mezzanine debt, mortgage-
backed securities and other structured finance investments, and
mortgage loans.

The cost of complying with governmental laws and regulations may
reduce our net income...page 34
35. We note from the penultimate paragraph of this risk factor
your
reference to recently amended governmental laws and regulations
that
may require you to incur material expenditures.  Please revise to
more specifically disclose the nature of the amendments to which
you
refer and why you may incur material expenditures from compliance
with these amendments.

Use of Proceeds-Page 41
36. Disclose your policy with respect to using proceeds from the
offering for paying distributions to investors.

Management -Beginning on Page 45
37. We note from the second paragraph in this section that serving
as
a director of, or having an ownership interest in, another KBS
sponsored program will not, by itself, preclude independent-
director
status.  Please disclose what, if any, ownership interest the
independent board members of the registrant may have in other KBS
sponsored programs.  Please also disclose whether any of those
members also serve as board members for another KBS-sponsored
program.

Executive Officers and Directors, page 47
38. Please quantify here and in the summary the ownership interest
of
your officers and directors in your advisor, dealer manager, and
its
affiliates.
39. We note your statement that "during his 11-year tenure,
SunAmerica`s stock performance led the industry and its stock was
one
of the top performers on the New York Stock Exchange."  Please
revise
to delete this statement since Mr. McMillan`s role in such
performance is unclear and this would not be the appropriate place
to
discuss such role.

Management Compensation, page 55
40. Expand to disclose here and in the summary the incentive based
stock compensation that may be received by employees of your
advisor
as described on page 50.  Disclose also whether stock based
compensation will count toward the limits imposed by your charter
on
fees paid to your advisors.

Investment Objectives and Criteria-Beginning on Page 66

Acquisition and Investment Policies
41. Disclose whether you intend to hold both your "core
investment"
and "enhanced return" properties for the five to seven years
mentioned on page 69 since it appears that a longer period of time
may be required to stabilize the enhanced return property
investment
prior to a sale.

Investment Decisions and Asset Management: The KBS Approach, page
69
42. In the first bullet point on page 70, tell us further how your
research strategy creates a "competitive advantage" in your
investments through the availability of real time market data and
proprietary operational information.  It is unclear how you obtain
proprietary operational information that would not be available to
your competitors.

Investing in and Originating Mortgage Loans and Other Real Estate-
Related Investments-Page 71
43. Discuss also whether you have any safeguards in place to
minimize
risks related to any purchase of raw land, or to-be constructed
properties.  For example, disclose whether you will you obtain any
rent-up clauses, cash flow guarantees, or surety bonds.

Borrowing Policies, page 75
44. Disclose whether you may borrow funds from your sponsor or its
affiliates to purchase property and describe the terms for such
borrowing and any risks involved in the risk factor section and
conflicts of interest section of your document.

Plan of Operation-beginning on page 78

Competition, page 79
45. Clarify here that some of your biggest competitors are other
real
estate programs established and managed by your sponsor and its
affiliates.

Liquidity and Capital Resources, page 79
46. Disclose here that your total assets currently consist of
$200,000 in cash and that that you may borrow up to 300% of your
net
assets in the future.

Prior Performance, page 83
47. We note from the footnotes to the prior performance tables
that
four of the single-account programs were structure