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December 9, 2005

VIA FACSIMILE AND EDGAR

Ms. Cicely Lucky

Mr. Robert Telewicz

Securities & Exchange
Commission

Re: Republic Property Trust (File No. 333-128554)

Dear Ms. Lucky and Mr.
Telewicz:

Thank you very much for the opportunity to discuss
the issues raised in comments #11 and #12 in your letter dated December 6,
2005. As discussed during our telephone conference call on December 8, 2005,
the Company has drafted responses to each of the above-referenced comments and
would greatly appreciate the benefit of your further input on these matters.

  Best
  regards,

  /s/ Sean M. Gallagher

  Sean
  M. Gallagher, Esq.

Enclosure

  cc:

  Stuart A. Barr, Esq.

  Donald L. Gutman, Ernst
  & Young LLP

WASHINGTON,
DC

BALTIMORE     BEIJING     BERLIN
BOULDER     BRUSSELS     BUDAPEST     CARACAS
COLORADO SPRINGS

DENVER     GENEVA     HONG KONG     LONDON   LOS ANGELES     MIAMI
MOSCOW     MUNICH     NEW YORK

NORTHERN VIRGINIA    PARIS     SHANGHAI     TOKYO
WARSAW

Republic Property Trust

Response to SEC Comment Letter Dated December 6,
2005

Comment #11

In response to the Staff’s comment, we have included
additional disclosure in the introduction to the pro forma financial statements
to more thoroughly discuss the methodology used to determine the fair values
assigned to the assets and liabilities acquired.

[Text of additional disclosure is below]

“The Trust has allocated fair values to the assets and
liabilities acquired in the formation transactions in accordance with SFAS No.
141, “Business Combinations.” The fair values of the building assets acquired
are determined on an “as-if-vacant” basis considering the quality of the
buildings, estimated rental and absorption rates, estimated future cash flows
and valuation assumptions consistent with current market conditions.  The “as-if-vacant” fair value is allocated to
land, building and tenant improvements based on relevant information obtained
in connection with the acquisition of the properties.  The fair value of the in place leases
consisting of: (1) the estimated cost to replace the leases, including foregone
rents, (2) estimated leasing commissions associated with obtaining new tenants,
and (3) the above/at/below market cash flow of leases, were determined based on
management’s evaluation of the specific characteristics of each tenant’s lease
and discounted using an interest rate that reflects the risks associated with
the leases acquired.  The fair value of
mortgage debt assumed was determined using current market interest rates for
comparable debt financings.  The fair
value assigned to management and development agreements is based on the fair
value of the consideration given which consists of operating units valued at
the initial offering price of the common shares of the Trust.”

Comment #12

We appreciated the opportunity on December 8, 2005 to
discuss via telephone with the Staff the accounting for the management and
development agreements contributed to the us.
We initially considered the accounting guidance contained in Staff
Accounting Bulletin 5-G, “Transfers Of Nonmonetary Assets By Promoters Or
Shareholders,” in determining the accounting for the contribution of the
management and development contracts.
The SAB indicates that, “the staff believes that transfers of
nonmonetary assets to a company by the promoters or shareholders in exchange
for stock prior to or at the time of the company’s initial

public offering normally should be recorded at the
transferors’ historical cost basis determined under GAAP.”  Accordingly, based on this guidance we
believed it was appropriate to record the management and development contracts
at their historical cost.

However, based on our discussions with the Staff, we
have determined that SAB Topic 5-G is not the applicable guidance and,
accordingly, the agreements should not be recorded at historical cost.  Therefore, we have determined that the assets
transferred should be recorded based on the value of the consideration
paid.  The total consideration for the
management and development agreements consists of 482,192 operating units
provided to affiliates of members of our senior management team which, based on
the assumed initial public offering price of $15.00 per common share, equals
approximately $7.2 million.  In addition,
from our perspective, management and development agreements for properties
owned by third parties that will continue to generate incremental cash flow for
us will be recorded as an intangible asset.
Conversely, we will expense those contracts which relate to properties
we will own and therefore will effectively be terminated as a result of the
formation transactions as a cancellation of an executory contract.

We have considered the provisions of EITF 04-1, “Accounting
for Preexisting Relationships between Parties to a Business Combination” in
connection with the accounting for the contribution of the management
agreements on properties to be acquired by the REIT and believe it does not
apply.  The acquisition of the management
agreements represent acquisitions of assets from third-party affiliates and
promoters of the transaction with whom we have no preexisting
relationship.  Additionally, since the
management contracts related to the initial properties will not generate any
revenue in the future they do not qualify to be recorded as an intangible
asset.

In our next amendment to our Form S-11 we will record
in the pro forma balance sheet the new management and development service
arrangements entered into with affiliates of senior management based on the
fair value of the consideration we will provide.  We will record an intangible asset of
approximately $3.2 million which is based on the 215,563 operating units
exchanged at the assumed initial offering price of $15.00 per common
share.  We will amortize the intangible
asset recorded in proportion to the anticipated revenues to be recognized on
these agreements.

As mentioned above, affiliates of our senior
management have contributed management agreements for our initial
properties.  We will provide
approximately $4.0 million in consideration for these contracts based on
266,629 operating units exchanged at the assumed initial public offering price
of $15.00 per common share.  After the
purchase, these contracts for the management of the properties will be

reflected as intercompany activity among our
subsidiaries and will not generate any revenue on a consolidated basis.  Accordingly, from our perspective as an
acquirer, these contracts do not qualify as an asset as they will not generate
any incremental cash inflows for us.  We
will account for these contracts in the pro forma financial statements as the
settlement of an executory contract and record a reduction of $4 million to
stockholders’ equity. We will reflect a one-time expense in our income
statement in the period in which our initial public offering closes to reflect
this settlement.  We will include
appropriate disclosure in the pro forma financial statements to reflect this
accounting.  In addition, we will also
include appropriate disclosure in our MD&A to reflect the financial impact
of this accounting in the applicable period.