SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 3, 2025

Sherry Rexroad
Chief Financial Officer
Piedmont Office Realty Trust, Inc.
5565 Glenridge Connector Ste. 450
Atlanta, Georgia 30342

 Re: Piedmont Office Realty Trust, Inc.
 Form 10-K for the year ended December 31, 2024
 Filed on February 19, 2025
 File No. 001-34626
Dear Sherry Rexroad:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Document PIEDMONT OFFICE REALTY TRUST, INC VIA EDGAR AND EMAIL June 2, 2025 Ms. Mary Beth Breslin Industry Office Chief Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington D.C. 20549 Re: Piedmont Office Realty Trust, Inc. Form 10-K for the year ended December 31, 2024, Filed on February 19, 2025 File No. 001-34626 Dear Ms. Breslin: This letter is submitted in response to the comments by the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above referenced filing by Piedmont Office Realty Trust, Inc. (the “Company”). We welcome the opportunity to discuss our response with you, and I am available to do so at (770) 418-8603 or Sherry Rexroad, our Chief Financial Officer, is available at (770) 418-8604. For your convenience, we have repeated each comment by the Staff immediately preceding our response. Form 10-K for the year ended December 31, 2024 6. Impairment Charges, page F-23 Comment: 1. Please revise your disclosure to include the goodwill disclosures required by ASC 350-20-50-1 for each of your reportable segments as well as in total. Response: We will include in future filings, beginning with our quarterly report on Form 10-Q for the quarter ending June 30, 2025, the following goodwill disclosures required by ASC 350-20-50-1 for each of our reportable segments as well as in total. Presented below for illustrative purposes is a table with information for the years ended December 31, 2024, and 2023 to show an example of the enhanced disclosure approach we intend to take in our future filings: The change in the carrying amount of Piedmont’s goodwill allocated to each of its reportable segments and in total as of December 31, 2024 and 2023 is as follows (in thousands): Atlanta Dallas Orlando Northern Virginia/ Washington, D.C. Minneapolis New York Boston Total Balance as of January 1, 2023: Goodwill $ 18,563  $ 18,525  $ 10,818  $ 15,981  $ 10,957  $ 10,585  $ 13,489  $ 98,918   Accumulated impairment charges —  —  —  (15,981) —  —  —  (15,981) 18,563  18,525  10,818  —  10,957  10,585  13,489  82,937   2023 impairment charges —  —  —  —  (10,957) (5,000) (13,489) (29,446) Balance as of December 31, 2023: Goodwill 18,563  18,525  10,818  15,981  10,957  10,585  13,489  98,918   Accumulated impairment charges —  —  —  (15,981) (10,957) (5,000) (13,489) (45,427) 18,563  18,525  10,818  —  —  5,585  —  53,491   2024 impairment charges —  —  —  —  —  —  —  —   Balance as of December 31, 2024: Goodwill 18,563  18,525  10,818  15,981  10,957  10,585  13,489  98,918   Accumulated impairment charges —  —  —  (15,981) (10,957) (5,000) (13,489) (45,427) $ 18,563   $ 18,525   $ 10,818   $ —   $ —   $ 5,585   $ —   $ 53,491   Comment: 2. We note your disclosure that you recorded losses for impairment on real estate assets in 2024 and 2022. Please tell us and revise future filings to disclose the segment in which the impaired long-lived asset (asset group) is reported. Refer to ASC 360-10- 50-2(d). Response: Our recorded losses for impairment on real estate assets in 2024 and 2022 are related to the following segments: Building Reportable Segment 2024 2023 2022 One Lincoln Park Dallas $ 932   $ —  $ —  750 West John Carpenter Freeway Dallas 17,500   —  —  80 and 90 Central Street Boston 10,000   —  —  161 Corporate Center Dallas 5,400   —  —  9320 Excelsior Boulevard Minneapolis —   —  10,000  Total impairment charge on real estate assets $ 33,832   $ —  $ 10,000  We will include in future filings, beginning with our quarterly report on Form 10-Q for the quarter ending June 30, 2025, disclosure of the reportable segment in which the impaired long-lived asset is reported in accordance with ASC 360-10-50-2(d). May 28, 2025 Page 2 Sincerely, /s/ Laura P. Moon Laura P. Moon Chief Accounting Officer Piedmont Office Realty Trust, Inc.     CC:     Mr. C. Brent Smith, President, Principal Executive Officer and Director     Ms. Sherry L. Rexroad, Chief Financial Officer, Principal Financial Officer     Mr. Will Herman, Deloitte & Touche LLP     Mr. Keith Townsend, Esq., King & Spalding, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 28, 2025

Sherry Rexroad
Chief Financial Officer
Piedmont Office Realty Trust, Inc.
5565 Glenridge Connector Ste. 450
Atlanta, Georgia 30342

 Re: Piedmont Office Realty Trust, Inc.
 Form 10-K for the year ended December 31, 2024
 Filed on February 19, 2025
 File No. 001-34626
Dear Sherry Rexroad:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the year ended December 31, 2024
6. Impairment Charges, page F-23

1. Please revise your disclosure to include the goodwill disclosures
required by ASC
 350-20-50-1 for each of your reportable segments as well as in total.
2. We note your disclosure that you recorded losses for impairment on real
estate
 assets in 2024 and 2022. Please tell us and revise future filings to
disclose the segment
 in which the impaired long-lived asset (asset group) is reported. Refer
to ASC 360-10-
 50-2(d).

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at
202-551-
 May 28, 2025
Page 2

3856 if you have questions regarding comments on the financial statements and
related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
October 4, 2023
Laura Moon
Chief Accounting Officer
Piedmont Office Realty Trust, Inc.
5565 Glenridge Connector, Ste. 450
Atlanta, GA 30342
Re:Piedmont Office Realty Trust, Inc.
Form 10-K for the year ended December 31, 2022
Filed February 23, 2023
File No. 001-34626
Dear Laura Moon:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
September 21, 2023
Laura Moon
Chief Accounting Officer
Piedmont Office Realty Trust, Inc.
5565 Glenridge Connector, Ste. 450
Atlanta, GA 30342
Re:Piedmont Office Realty Trust, Inc.
Form 10-K for the year ended December 31, 2022
Filed February 23, 2023
File No. 001-34626
Dear Laura Moon:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the year ended December 31, 2022
Note 2. Summary of Significant Accounting Policies
Goodwill, page F-13
1.We note that you recognized a $16 million goodwill impairment attributable to the
Washington, D.C./Northern Virginia reporting unit.  Please expand your disclosure in
future filings to include a description of the facts and circumstances leading to the
impairment in accordance with ASC 350-20-50-2.  We note the explanation on page 36
that the impairment loss was due to the decline of the stock market and your stock price,
but it is unclear how that factor solely impacted the Washington, D.C./Northern Virginia
reporting unit.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameLaura Moon
 Comapany NamePiedmont Office Realty Trust, Inc.
 September 21, 2023 Page 2
 FirstName LastName
Laura Moon
Piedmont Office Realty Trust, Inc.
September 21, 2023
Page 2
            You may contact Paul Cline at 202-551-3851 or Kristi Marrone at 202-551-3429 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

Document

PIEDMONT OFFICE REALTY TRUST, INC

VIA EDGAR AND EMAIL

September 21, 2023

Ms. Mary Beth Breslin

Industry Office Chief

Division of Corporation Finance

Office of Real Estate and Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington D.C. 20549

Re:       Piedmont Office Realty Trust, Inc.

Form 10-K for the Year Ended December 31, 2022

Filed February 23, 2023; File No. 001-34626

Dear Ms. Breslin:

This letter is submitted in response to your letter dated September 21, 2023, regarding a comment by the Staff of the Securities and Exchange Commission (the “Commission”) related to the above referenced filing by Piedmont Office Realty Trust, Inc. (the “Company”).  We welcome the opportunity to discuss our response with you and are available to do so at (770) 418-8800.

For your convenience, we have repeated the comment as shown in your letter prior to the response.

Form 10-K for Fiscal Year Ended December 31, 2022

Note 2.  Summary of Significant Accounting Policies

Goodwill, page F-13

Comment:

1.We note that you recognized a $16 million goodwill impairment attributable to the Washington, D.C./Northern Virginia reporting unit.  Please expand your disclosure in future filings to include a description of the facts and circumstances leading to the impairment in accordance with ASC 350-20-50-2.  We note the explanation on page 36 that the impairment loss was due to the decline of the stock market and your stock price, but it is unclear how that factor solely impacted the Washington, D.C./Northern Virginia reporting unit.

Response:

In future filings, we will include a description of the facts and circumstances leading to a goodwill impairment in accordance with ASC 350-20-50-2.

Sincerely,

/s/ Laura P. Moon

Laura P. Moon

Chief Accounting Officer

Piedmont Office Realty Trust, Inc.

CC:    Mr. Paul Cline, Securities and Exchange Commission

Mr. C. Brent Smith, President, Principal Executive Officer and Director

Mr. Robert E. Bowers, Chief Financial Officer, Principal Financial Officer

Mr. Mark Scalese, Deloitte & Touche LLP

Mr. Keith Townsend, Esq., King & Spalding, LLP

Mr. Zachary Cochran, Esq., King & Spalding, LLP

Mail Stop 3233
October 11, 2016

Via E -mail
Mr. Robert E. Bowers
Chief Financial Officer and Executive Vice President
Piedmont Office Realty Trust, Inc.
11695 Johns Creek Parkway, Suite 350
Johns Creek, GA 30097

Re: Piedmont Office Realty Trust, Inc.
 Form 10 -K for the year ended December 31, 2015
Filed on February 17, 2016
File No. 001 -34626

Dear Mr. Bowers :

We have completed our review of your filing . We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Senior Assistant Chief Accountant
Office of  Real Estate and
Commodities

CORRESP
1
filename1.htm

		Document

PIEDMONT OFFICE REALTY TRUST, INC

VIA EDGAR AND OVERNIGHT MAIL

October 4, 2016

Mr. Daniel L. Gordon

Branch Chief, Division of Corporation Finance

Mail Stop 0409

U.S. Securities and Exchange Commission

100 F Street

Washington D.C. 20549

Re:

 Piedmont Office Realty Trust, Inc.

Form 10-K for the Year Ended December 31, 2015

Filed February 17, 2016

File No. 001-34626

Dear Mr. Gordon:

This letter is submitted in response to your letter dated October 3, 2016, regarding comments by the Staff of the Securities and Exchange Commission (the “Commission”) related to the above referenced filing by Piedmont Office Realty Trust, Inc. (the “Company”).  We welcome the opportunity to discuss our response with you and are available to do so at (770) 418-8800.

For your convenience, we have repeated each comment as shown in your letter prior to the applicable response.

Form 10-K for Fiscal Year Ended December 31, 2015

Funds from Operation, Core Funds from Operations (Core FFO) and Adjusted Funds from Operations (AFFO), page 36

Comment:

1.

 We note your response to our prior comment 2 and the described use of your AFFO measure in your response to our prior comment 1, which indicates this measure is used to demonstrate the company’s ability to make incremental capital investments such as construction or acquisition of major office projects. Given the use of this measure, it appears to be a liquidity measure. Please revise future filings, including earnings releases, to remove the presentation of this measure on a per share basis.

Response:

We will revise our future filings, including earning releases, to remove the presentation of AFFO on a per share basis.

In addition, the Company hereby acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

Mr. Daniel L. Gordon

October 4, 2016

Page 2

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Laura P. Moon

Laura P. Moon

Chief Accounting Officer

Piedmont Office Realty Trust, Inc.

CC:

 Ms. Shannon Sobotka, Securities and Exchange Commission

Mr. Donald A. Miller, President, Principal Executive Officer and Director

Mr. Robert E. Bowers, Chief Financial Officer, Principal Financial Officer

Mr. Thomas Brown, Ernst & Young LLP

Mr. Keith Townsend, Esq., King & Spalding, LLP

Mail Stop 3233
October 3, 2016

Via E -mail
Mr. Robert E. Bowers
Chief Financial Officer and Executive Vice President
Piedmont Office Realty Trust, Inc.
11695 Johns Creek Parkway, Suite 350
Johns Creek, GA 30097

Re: Piedmont Office Realty Trust, Inc.
 Form 10 -K for the year ended December 31, 2015
Filed on February 17, 2016
File No. 001 -34626

Dear Mr. Bowers :

We have reviewed  your September 1, 2016 response to our comment  letter  and have the
following comment .  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment  we may have additional comments.
Unless we note  otherwise, our references to prior comments are to comments in our August 23,
2016  letter .

Form 10 -K for the fiscal year ended December 31, 2015

Funds f rom Operations, Core Funds from Operations (Core FFO) and Adjusted Funds from
Operations (AFFO), page 36

1. We note your response to our prior comment 2 and the described use of your AFFO
measure in your response to our prior comment 1, which indicates this measure is used to
demonstrate the company’s ability to make incremental capital investments such as
construction or acquisition of major office projects. Given the use of this measure, it
appears to be a liquidity measure. Please revise future filings, in cluding earnings releases,
to remove the presentation of this measure on a per share basis.

Mr. Robert E. Bowers
Piedmont Office Realty Trust, Inc.
October 3, 2016
Page 2

 You may contact Shannon Sobotka, Staff Accountant at (202) 551 -3856, or the
undersigned  at (202) 551 -3486 if you have questions regarding comments on the financial
statements and related matters.  Please contact Nicole Collings, Staff Attorney at (202) 551 -6431
or Jennifer Gowetski, Senior Counsel at (202) 551 -3401 with any other questions.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Senior Assistant Chief Accountant
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

		Document

PIEDMONT OFFICE REALTY TRUST, INC

VIA EDGAR AND OVERNIGHT MAIL

September 1, 2016

Mr. Daniel L. Gordon

Branch Chief, Division of Corporation Finance

Mail Stop 0409

U.S. Securities and Exchange Commission

100 F Street

Washington D.C. 20549

Re:

 Piedmont Office Realty Trust, Inc.

Form 10-K for the Year Ended December 31, 2015

Filed February 17, 2016; File No. 001-34626

Dear Mr. Gordon:

This letter is submitted in response to your letter dated August 23, 2016, regarding comments by the Staff of the Securities and Exchange Commission (the “Commission”) related to the above referenced filing by Piedmont Office Realty Trust, Inc. (the “Company”).  We welcome the opportunity to discuss our response with you and are available to do so at (770) 418-8800.

For your convenience, we have repeated each comment as shown in your letter prior to the applicable response.

Form 10-K for Fiscal Year Ended December 31, 2015

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Funds from Operation, Core Funds from Operations (Core FFO) and Adjusted Funds from Operations (AFFO), page 36

Comment:

1.

 Please tell us how Core FFO and AFFO are useful to an investor and how they should be used by an investor.  It is not clear how you determined which adjustments should be used to arrive at each measure.

Response:

In response to the updated Compliance and Disclosure Interpretations issued on May 17, 2016, we conducted a thorough review of the presentation and definitions of our non-GAAP financial measures, and our second quarter 10-Q included the following disclosure, which we believe addresses your comment:

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Funds From Operations (“FFO”), Core FFO, and Adjusted Funds from Operations (“AFFO”), pages 36-37

Mr. Daniel L. Gordon

September 1, 2016

Page 2

“We calculate Core FFO by starting with FFO, as defined by NAREIT, and adjusting for gains or losses on the extinguishment of swaps and/or debt, acquisition-related costs, and any significant non-recurring items. Core FFO is a non-GAAP financial measure and should not be viewed as an alternative to net income calculated in accordance with GAAP as a measurement of our operating performance. We believe that Core FFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. As a result, we believe that Core FFO can help facilitate comparisons of operating performance between periods and provides a more meaningful predictor of future earnings potential. Other REITs may not define Core FFO in the same manner as us; therefore, our computation of Core FFO may not be comparable to that of other REITs.

We calculate AFFO by starting with Core FFO and adjusting for non-incremental capital expenditures, which do not generate an increase in operating revenues, and acquisition-related costs and adding back select non-cash items including non-real estate depreciation, straight lined rents and fair value lease revenue, non-cash components of interest expense and compensation expense, and by making similar adjustments for unconsolidated partnerships and joint ventures. AFFO is a non-GAAP financial measure and should not be viewed as an alternative to net income calculated in accordance with GAAP as a measurement of our operating performance. We believe that AFFO is helpful to investors as a meaningful supplemental comparative performance measure of our ability to make incremental capital investments. Other REITs may not define AFFO in the same manner as us; therefore, our computation of AFFO may not be comparable to that of other REITs.”

We also note that Core FFO and AFFO are widely used non-GAAP financial measures in the real estate investment trust industry, and we only incorporated Core FFO and AFFO as part of our financial information filed with the Commission and provided to investors following requests from numerous institutional investors (who represent over 85% of our shareholder base) and industry analysts who were already making similar adjustments to our reported FFO metric.

Additionally, Core FFO and AFFO are integral components in the calculation of both the Short-term Cash Incentive Compensation Plan and Long-term Incentive Compensation Plan for all employees, including our named executive officers, as described in our latest proxy statement dated March 22, 2016.  Therefore, we believe setting forth the calculation of this information is additive to our overall disclosure and transparency for investors.

Comment:

2.

 In addition, it appears that all of your adjustments to arrive at AFFO applicable to common stock are non-cash adjustments.  This appears to be a liquidity measure and may be inconsistent with the updated Compliance and Disclosure Interpretations issued on May 17, 2016 (specifically Questions 102.02 and 102.05).  Please review this guidance when preparing your next earnings release and periodic report.

Response:

As noted above, AFFO is a non-GAAP financial measure, and we believe AFFO should not be viewed as an alternative to GAAP measurements, specifically GAAP liquidity measures. However, as a company operating in the real estate investment trust industry, we believe AFFO is helpful to our investors as a supplemental operating

Mr. Daniel L. Gordon

September 1, 2016

Page 3

performance metric demonstrating our ability to make incremental capital investments, such as the construction or acquisition of major office projects. The adjustments necessary to calculate AFFO include non-incremental capital expenditures (i.e., cash expenditures for tenant improvements at renewals, recurring building capital, and other similar cash expenditures which will not generate new incremental revenue sources), but do not include the entire population of adjustments that a liquidity measure would entail (e.g., incremental capital expenditures, principal repayments of amortizing debt, as well as cash used in other investing or financing activities or changes in balance sheet accounts during the period). Therefore, we believe that AFFO provides meaningful supplemental operating performance information to investors, and we do not believe that our calculation of AFFO is a liquidity measure.

In addition, the Company hereby acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff  comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Laura P. Moon

Laura P. Moon

Chief Accounting Officer

Piedmont Office Realty Trust, Inc.

CC:

 Ms. Shannon Sobotka, Securities and Exchange Commission

Mr. Donald A. Miller, President, Principal Executive Officer and Director

Mr. Robert E. Bowers, Chief Financial Officer, Principal Financial Officer

Mr. Thomas Brown, Ernst & Young LLP

Mr. Keith Townsend, Esq., King & Spalding, LLP

Mail Stop 3233
August 23, 2016

Via E -mail
Mr. Robert E. Bowers
Chief Financial Officer and Executive Vice President
Piedmont Office Realty Trust, Inc.
11695 Johns Creek Parkway, Suite 350
Johns Creek, GA 30097

Re: Piedmont Office Realty Trust, Inc.
 Form 10 -K for the year ended December 31, 2015
Filed on February 17, 2016
File No. 001 -34626

Dear Mr. Bowers :

We have reviewed your filing an d have the following comments.  In some  of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will re spond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the fiscal year ended December 31, 2015

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Funds from Operations, Core Funds from Operations (Core FFO) and Adjusted Funds from
Operations (AFFO), page 36

1. Please tell us how Core FFO a nd AFFO are useful to an investor and how they should be
used by an investor.  It is not clear how you determined which adjustments should be
used to arrive at each measure.

2. In addition it appears that all of your adjustments to arrive at AFFO applicable to
common stock are non -cash adjustments.  This appears to be a liquidity measure and may

Mr. Robert E. Bowers
Piedmont Office Realty Trust, Inc.
August 23, 2016
Page 2

 be inconsistent with the updated Compliance and Disclosure Interpretations issued on
May 17, 2016 (specifically Questions 102.02 and 102.05).  Please review this guid ance
when preparing your next earnings release and periodic report.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the  federal securities laws of the United States.

You may contact Shannon Sobotka, Staff Accountant at (202) 551 -3856,  or the
undersigned  at (202) 551 -3486  if you have questions regarding comments on the financial
statements and related matters.  Please cont act Nicole Collings, Staff Attorney at (202) 551 -6431
or Jennifer Gowetski, Senior Counsel  at (202) 551 -3401 with any other questions.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Senior Assistant Chief Accountant
Office of Real Estate and
Commodities

April 7, 2014

Via E -mail
Mr. Robert E. Bowers
Chief Financial Officer and Executive Vice -President
Piedmont Office Realty Trust, Inc.
11695 Johns Creek Parkway, Ste. 350
Johns Creek, GA 30097

Re: Piedmont Office Realty Trust, Inc.
 Form 10-K for the year ended December 31, 2013
Filed February 18, 2014
File No. 1 -34626

Dear Mr. Bowers :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all  applicable rules require.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

CORRESP
1
filename1.htm

		Comment Letter Response 4-02-2014

PIEDMONT OFFICE REALTY TRUST, INC

VIA EDGAR AND OVERNIGHT MAIL

April 2, 2014

Mr. Daniel L. Gordon

Branch Chief, Division of Corporation Finance

Mail Stop 0409

U.S. Securities and Exchange Commission

100 F Street

Washington D.C. 20549

Re:

 Piedmont Office Realty Trust, Inc.

Form 10-K for the Year Ended December 31, 2013

Filed February 18, 2014; File No. 1-34626

Dear Mr. Gordon:

This letter is submitted in response to your letter dated March 31, 2014, regarding comments of the Securities and Exchange Commission Staff (the “Staff”) related to Piedmont Office Realty Trust, Inc. (“the Company”)’s above-referenced filing.  We welcome the opportunity to discuss our response with you and are available to do so at (770) 418-8800.

For your convenience, we have repeated each comment as shown in your letter prior to the applicable response.

Form 10-K for Fiscal Year Ended December 31, 2013

Liquidity and Capital Resources, page 29

Comment:

1.

 We note your disclosure related to upcoming capital expenditures for the coming months.  In future filings please include additional analysis of your capital expenditures that have occurred by breaking down total capital expenditures between new development, redevelopment/renovations and other capital expenditures by year.  The total of these expenditures should reconcile to the cash flow statement.  In addition please provide a narrative discussion for fluctuations from year to year and expectations for the future.

Response:

We will incorporate the Staff’s Comment in future filings, beginning with our Quarterly report on Form 10-Q for the period ended March 31, 2014.

Mr. Daniel L. Gordon

April 2, 2014

Page 2

Comment:

2.

 In addition, if you capitalize a significant amount of soft costs such as interest, payroll and other G&A expenses please disclose the amount of these soft costs capitalized below the table that breaks down total capital expenditures between new development, redevelopment and other capital expenditures.  Please provide a narrative discussion for fluctuations from year to year.

Response:

We will incorporate the Staff’s Comment in future filings, beginning with our Quarterly report on Form 10-Q for the period ended March 31, 2014.

In addition, the Company hereby acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Laura P. Moon

Laura P. Moon

Chief Accounting Officer

Piedmont Office Realty Trust, Inc.

CC:    Mr. Isaac Esquivel, Securities and Exchange Commission

Mr. Donald A. Miller, President, Principal Executive Officer and Director

Mr. Robert E. Bowers, Chief Financial Officer, Principal Financial Officer

Mr. Philip Childs, Ernst & Young LLP

Mr. Thomas Brown, Ernst & Young LLP

Mr. Keith Townsend, Esq., King & Spalding, LLP

March 31, 2014

Via E -mail
Mr. Robert E. Bowers
Chief Financial Officer and Executive Vice -President
Piedmont Office Realty Trust, Inc.
11695 Johns Creek Parkway, Ste. 350
Johns Creek,  GA 30097

Re: Piedmont Office Realty Trust, Inc.
 Form 10-K for the year ended December 31, 2013
Filed February 18, 2014
File No. 1 -34626

Dear Mr. Bowers :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask  you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
respo nse to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2013

Liquidity and Capital Resources, page 29

1. We note your disclosure related to upcoming capital expenditures for the coming months.
In future filings please include additional analysis of your capital expenditures  that have
occurred  by breaking down total capital expenditures between new development,
redevelopment/renovations and other capital expenditures by year.  The total of these
expenditures should reconcile to the cash flow statement.  In addition please provide a
narrative discussion for fluctuations from year to year and expectations for the future.

2. In addition, if you  capitalize a significant amount of soft costs such as interes t, payroll
and other G&A expenses please disclose the amount of these soft costs capitalized below
the table that breaks down total capital expenditures between new development,

Mr. Robert E. Bowers
Piedmont Office Real ty Trust, Inc.
March 31, 2014
Page 2

 redevelopment and other capital expenditures.  Please provide a narrative disc ussion for
fluctuations from year to year.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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.

 In responding to our comments, pl ease provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Isaac Esquivel, Staff Accountant at (202) 551 -3395  or me at (202) 551 -
3486  if you have questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

June 4, 2013

Via E -mail
Donald A. Miller
President, Principal Executive  Officer , and Director
Piedmont Office Realty Trust, Inc.
11695 Johns Creek Parkway, Suite 350
Johns Creek, GA   30097

                 Re: Piedmont Office Realty Trust, Inc.
Form 10 -K for the Fiscal Ye ar Ended December  31, 20 12
Filed February 2 7, 2013
File No. 001-34626

Dear Mr.  Miller :

We have completed our review of your filing .  We remind you that our comments
or changes to disclosure in response to our comments do not foreclose the Commission
from taking any action with respect  to the company or the filing  and the company may
not assert staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.  We urge all persons
who are responsible for the a ccuracy and adequacy  of the disclosure in the filing  to be
certain that the filing  include s the information the Securities Exchange Act of 1934 and
all applicable rules require.

                                                                                    Sincerely,

        /s/ Jonathan Wiggins

Jonathan Wiggins
                                                                                    Staff Accountant

CORRESP
1
filename1.htm

		Comment Letter Response 5-20-2013

PIEDMONT OFFICE REALTY TRUST, INC

VIA EDGAR AND OVERNIGHT MAIL

May 20, 2013

Mr. Daniel L. Gordon

Branch Chief, Division of Corporation Finance

Mail Stop 0409

U.S. Securities and Exchange Commission

100 F Street

Washington D.C. 20549

Re:

 Piedmont Office Realty Trust, Inc.

Form 10-K for the Year Ended December 31, 2012

Filed February 27, 2013; File No. 001-34626

Dear Mr. Gordon:

This letter is submitted in response to your letter dated May 15, 2013, regarding comments of the Securities and Exchange Commission Staff (the “Staff”) related to Piedmont Office Realty Trust, Inc. (“the Company”)'s above-referenced filing.  We welcome the opportunity to discuss our response with you and are available to do so at (770) 418-8800.

For your convenience, we have repeated the comment as shown in your letter prior to the response.

Form 10-K for Fiscal Year Ended December 31, 2012

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of

Operations, page 29

Comment:

1.

 We note from your disclosure on page 20 that over 14% of your leases expire in 2013.  In future Exchange Act periodic reports, to the extent a material amount of your leases expire by the end of the current fiscal year, please discuss the relationship of market rents and expiring rents.  Also, please compare rents on new and renewed leases to prior rent, based on effective rent.

Response:

We will incorporate the Staff's Comment in future Exchange Act periodic reports, beginning with our Quarterly report on Form 10-Q for the period ending June 30, 2013.

Mr. Daniel L. Gordon

May 20, 2013

Page 2

Property and Same Store Net Operating Income (Cash Basis), page 36

Comment:

2.

 We note your disclosure at the top of page 38 where you attribute the decrease in NOI to both occupancy and rental rate changes.  In future Exchange Act periodic reports, please expand this disclosure to address the relative impact of occupancy and rental rate changes on your same store performance.

Response:

We will incorporate the Staff's Comment in future Exchange Act periodic reports, beginning with our Quarterly report on Form 10-Q for the period ending June 30, 2013.

Financial Statements

Consolidated Statements of Cash Flows, page F-8

Comment:

3.

 In future filings, please revise to present separate line items for acquisitions of real estate assets and capitalized expenditures as opposed to the single line item investments in real estate assets and real estate related intangibles, net of accruals.

Response:

We will incorporate the Staff's Comment in future Exchange Act periodic reports, beginning with our Quarterly report on Form 10-Q for the period ending June 30, 2013.

In addition, the Company hereby acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff  comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Laura P. Moon

Laura P. Moon

Chief Accounting Officer

Piedmont Office Realty Trust, Inc.

CC:

 Mr. Donald A. Miller, President, Principal Executive Officer and Director

Mr. Robert E. Bowers, Chief Financial Officer, Principal Financial Officer

Mr. Jorge L. Bonilla, Securities and Exchange Commission

Mr. Jonathan Wiggins, Securities and Exchange Commission

Mr. Philip Childs, Ernst & Young LLP

Mr. Keith Townsend, Esq., King & Spalding, LLP

May 1 5, 2013

Via E -Mail
Donald A. Miller
President, Principal Executive  Officer  and Director
Piedmont Office Realty Trust, Inc.
11695 Johns Creek Parkway, Suite 350
Johns Creek, GA   30097

Re:  Piedmont Office Realty Trust, Inc.
Form 10 -K for the Fiscal Ye ar Ended December  31, 20 12
Filed February 2 7, 2013
File No. 001-34626

Dear Mr.  Miller :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the
requested response.   If you do not believe our comments apply to your facts and
circumstance s or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fisca l Year Ended December  31, 201 2 filed February 27, 201 3

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations , page 29

1. We note from your disclosure on page 20 that over 14% of your leases expire in
2013.   In future Exchange Act periodic reports, to the extent a material amount of
your leases expire by the end of the current fiscal year, please discuss the
relationship of market rents and expiring rents.   Also, please compare rents on
new and renewed leases to prior r ent, based on effective rent.

Donald A. Miller
Piedmont Office Realty Trust, Inc.
May 1 5, 2013
Page 2

 Property and Same Store Net Operating Income (Cash Basis), page 36

2. We note your disclosure at the top of page 38 where you attribute the decrease in
NOI to both occupancy and rental rate changes.   In future Exchange Act periodic
reports, please expand this disclosure to address the relative impact of occupancy
and rental rate changes on your same store performance.

Financial Statements

Consolidated Statements of Cash Flows, page F -8

3. In future filings, please revise to  present separate line items for acquisitions of
real estate  assets  and capitalized expenditures as opposed to the single line item
investments in real estate  assets and real estate related intangibles, net of accruals .

 You may contact Jorge L. Bonilla , Staff Accountant,  at (202) 551 -3414 or
me at (202) 551 -3694 if you have questions regarding comments on the financial
statements and related matters.  Please contact Jerard Gibson , Attorney -Advisor , at (202)
551-3473  or Angela McHale , Attorney -Advisor , at (202) 551 -3402  with any other
questions.

                                                                                    Sincerely,

        /s/ Jonathan Wiggins

Jonathan Wig gins
                                                                                    Staff Accountant

May 10, 2012
                                                                                                  Via E-Mail

Donald A. Miller Chief Executive Officer  Piedmont Office Realty Trust, Inc. 11695 Johns Creek Parkway, Suite 350 Johns Creek, GA  30097
                 Re: Piedmont Office Realty Trust, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2011 Filed February 28, 2012 File No. 001-34626

Dear Mr. Miller:
We have completed our review of your filings.  We remind you that our
comments or changes to disclosure in res ponse to our comments do not foreclose the
Commission from taking any action with respec t to the company or the filings and the
company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal secu rities laws of the United States.  We
urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filings to be certain that the filings include the information the Securities Exchange Act of 1934 and all appl icable rules require.

                                                                                    Sincerely,                                                                                                       /s/ Daniel L. Gordon
Daniel L. Gordon
                                                                                    Branch Chief

CORRESP
1
filename1.htm

		Comment Letter Response 4-17-2012

PIEDMONT OFFICE REALTY TRUST, INC

VIA EDGAR AND OVERNIGHT MAIL

April 17, 2012

Mr. Daniel L. Gordon

Branch Chief, Division of Corporation Finance

Mail Stop 0409

U.S. Securities and Exchange Commission

100 F Street

Washington D.C. 20549

Re:    Piedmont Office Realty Trust, Inc.

Form 10-K for the Year Ended December 31, 2011

Filed February 28, 2012; File No. 001-34626

Dear Mr. Gordon:

This letter is submitted in response to your letter dated April 10, 2012 regarding comments of the Securities and Exchange Commission Staff (the “Staff”) related to Piedmont Office Realty Trust, Inc. (“Piedmont” or “the Company”)'s above-referenced filing.  We welcome the opportunity to discuss our response with you and are available to do so at (770) 418-8800.

For your convenience, we have repeated the comment as shown in your letter prior to the response.

Form 10-K for Fiscal Year Ended December 31, 2011

Item 7. Management's Discussion and Analysis of Financial Condition and Results of

Operations, page 29

Comment:

1.

 Please refer to your Form 8-K filed February 10, 2012 that includes your press release dated February 9, 2012. We note your disclosure of Core net operating income (“Core NOI”) and Same store net operating income (“Same Store NOI”). We also note your disclosure that you believe Same Store NOI is an important measure of comparison of your stabilized properties' operating performance, and you use Core NOI to assess your operating results and believe it is important in assessing operating performance. Please include such performance measures in future Form 10-K filings with the appropriate reconciliation required by Rule 10(e) of Regulation S-K.

Response:

We will include both Core NOI and Same Store NOI performance measures in future 10-K filings with the appropriate reconciliation required by Rule 10(e) of Regulation S-K.

Mr. Daniel L. Gordon

April 17, 2012

Page 2

Note 13. Commitments and Contingencies

Assertion of Legal Action, page F-24

2.

 We note your disclosure of the range of gross potential loss. Since ASC 450 does not use the term potential loss, please revise your disclosure in future filings to clarify that, as we assume, what you mean is reasonably possible loss. Refer to ASC 450-20-50-4 and ASC 450-20-25-1.

Response:

In future filings, we will remove the term “potential loss” from this disclosure and replace it with the term “reasonably possible loss” in accordance with ASC 450-20-50-4 and ASC 450-20-25-1.

In addition, pursuant to the Staff's letter, the Company hereby acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff  comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Laura P. Moon

Laura P. Moon

Chief Accounting Officer

Piedmont Office Realty Trust, Inc.

CC:    Mr. Donald A. Miller, President, Principal Executive Officer and Director

Mr. Robert E. Bowers, Chief Financial Officer, Principal Financial Officer

Mr. Jorge L. Bonilla, Securities and Exchange Commission

Mr. D. Brent Wyper, Ernst & Young LLP

Mr. John J. Kelley, King & Spalding, LLP

April 10, 2012
                                                                                                  Via E-Mail

Donald A. Miller Chief Executive Officer Piedmont Office Realty Trust, Inc. 11695 Johns Creek Parkway, Suite 350 Johns Creek, GA  30097
                 Re: Piedmont Office Realty Trust, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2011 Filed February 28, 2012 File No. 001-34626

Dear Mr. Miller:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2011 filed February 28, 2012

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 29
 1. Please refer to your Form 8-K filed Fe bruary 10, 2012 that includes your press
release dated February 9,  2012.  We note your disclosure of Core net operating
income (“Core NOI”) and Same store net operating income (“Same Store NOI”).
We also note your disclosure that you be lieve Same Store NOI is an important
measure of comparison of your stabilized properties’ operating performance, and
you use Core NOI to assess your operating re sults and believe it is important in
assessing operating performance. Please include such perfor mance measures in

Donald A. Miller
Piedmont Office Realty Trust, Inc.
April 10, 2012 Page 2

 future Form 10-K filings with the appr opriate reconciliation required by Rule
10(e) of Regulation S-K.
 Note 13.    Commitments and Contingencies

 Assertion of Legal Action, page F-24

 2. We note your disclosure of the range of gross potential
 loss.  Since ASC 450 does
not use the term potential loss, please revise your disclosure in future filings to clarify that, as we assume, what  you mean is reasonably possible
 loss.  Refer to
ASC 450-20-50-4 and ASC 450-20-25-1.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

 In responding to our comments, please provide a written statement from the
company acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
 If you have any questions, you may contact  Jorge L. Bonilla at (202) 551-3414 or
me at (202) 551-3486.

                                                                                     Sincerely,                                                                                                       /s/ Daniel L. Gordon
Daniel L. Gordon
                                                                                    Branch Chief

April 7, 2011

Ms. Laura P. Moon
Chief Accounting  Officer
Piedmont Office Realty Trust, Inc.
11695 Johns Creek Parkway, Suite 350 Johns Creek, GA  30097
Re: Piedmont Office Realty Trust, Inc.
 Form 10- K
Filed February 24, 2011
File No. 001 -34626
 Dear Ms. Moon:

We have completed our review of your filing and do not have any further comments at
this time.

Sincerely,

Daniel L. Gordon
Branch Chief

CORRESP
1
filename1.htm

Correspondence

 PIEDMONT OFFICE REALTY TRUST, INC.

VIA EDGAR AND OVERNIGHT MAIL

 April 1, 2011

 Mr. Daniel L. Gordon

Branch Chief, Division of Corporation Finance

Mail Stop 0409

 U.S. Securities and Exchange
Commission

 100 F Street

 Washington
D.C. 20549

Re:
Piedmont Office Realty Trust, Inc.
Form 10-K for the Year Ended December 31, 2010
Filed February 24, 2011; File No. 001-34626

 Dear Mr. Gordon:

This letter is submitted in response to your comment letter dated March 10, 2011 regarding Piedmont Office Realty Trust, Inc.’s
(“Piedmont” or “the Company”) above-referenced filing. We welcome the opportunity to discuss our response with you and are available to do so at (770) 418-8800.

 For your convenience, we have repeated the comment as shown in your letter prior to the response.

Form 10-K for Fiscal Year Ended December 31, 2010

 Note 6. Notes Receivable, page F-17

 Comment:

1.
Please clarify to us why you believe the notes receivable related to your investment in the 500 West Monroe Building do not meet the criteria for impairment in ASC
310-10-35. In your response, please explain 1) how you were able to extend the Mortgage Loan and first priority mezzanine loan given that you are not the holder of these loans, 2) whether or not you also extended the maturities of the mezzanine
loans held by Piedmont and 3) how you determined that it is probable that you will collect all principal amounts due on your mezzanine investments.

 Response:

 Given the somewhat unique nature of the loan, our investment strategy, and
history we believed it would be helpful to provide a detailed background.

 Background:

Piedmont Office Realty Trust is a publicly traded Real Estate Investment Trust (“REIT”) specializing in the ownership and operation of Class-A
office properties. As of December 31, 2010, Piedmont owned and operated over 75 office buildings comprised of over 20 million square feet located in 19 metropolitan areas across the United States. The Company is headquartered in Atlanta,
Georgia with regional property management offices in Boston, Chicago, Dallas, Detroit, Los Angeles, Minneapolis, Tampa and Washington, D.C.

 Mr. Daniel L. Gordon

 April 1, 2011

 Page 2

 500 West Monroe is an approximately one million square foot, 46-story, Class A, commercial office building located in the West Loop of downtown Chicago. The owner as of our filing date of
February 24, 2011 (“Owner”) acquired the property in July 2007 for $379.7 million, or approximately $390 per square foot, which included a $292 million senior loan financed by Lender 1, a $48.5 million bridge loan funded by Lender 2
and $39.2 million of equity. A portion of the $292 million senior loan was securitized and the other portions were subsequently sold off as Mezzanine loan tranches by Lender 1 leaving a multiple-tranche structure that included a $140 million
Mortgage Loan (first in priority and the only loan secured by real estate) along with a $61.5 million Mezzanine 1 loan, a $50.3 million Mezzanine 2 loan, a $40.2 million Mezzanine 3 loan and the $48.5 million Mezzanine 4 loan (also referred to above
as the bridge loan). The Mezzanine 1 loan was subdivided into a senior $45 million 1A loan participation and a subordinate $16.5 million 1B loan participation, and the Mezzanine 3 loan was subdivided into a senior $20.1 million 3A participation and
a subordinate $20.1 million 3B loan participation (please refer to Exhibit A for capital stack). Piedmont purchased the $50.3 million Mezzanine 2 loan and unrelated third party investors purchased Mezzanine 1A, 3A and 3B. Lender 1 continued to hold
Mezzanine 1B.

 All of the aforementioned loans were originated in July 2007 with an initial maturity date of August 9, 2009. All of the
loans could be extended for three (3) successive one-year periods ending in August 9, 2012, provided the following conditions were met:

 (1) Payment of a 0.25% annual extension fee;

 (2) Funding of required reserves for
tenant improvements, leasing commissions and rollover/replacement costs;

 (3) Funding of any projected debt service shortfalls
into a debt service reserve; and

 (4) Purchase of interest rate caps.

 The separately originated “bridge loan” (Mezzanine 4 loan) is junior to the aforementioned mezzanine stack and senior only to the Owner’s equity in 500 West Monroe. It had an original
maturity date of February 2009 and was restructured in 2009 to provide for an outside maturity date of August 3, 2010.

 Piedmont
originally purchased the $50.3 million Mezzanine 2 loan in March 2008 from Lender 1 as a financial investment. This was Piedmont’s first investment in mezzanine debt and our primary motivations and considerations in making the investment at the
time were as follows:

•

 The investment provided an attractive yield comprised of two components: (i) a stated interest rate of 161 basis points over LIBOR, and
(ii) Piedmont was able to purchase the $50.3 million note for $45.6 million, with the discount being accreted to income over the full extended term of the note (until August 2012);

•

 Compared to Piedmont’s borrowing costs (our Line Of Credit is priced generally at 47.5 basis points over LIBOR), Piedmont would earn an attractive
spread on the investment;

•

 In performing our due diligence analysis on our potential investment in the notes, we considered the potential for default and evaluated our position
under that scenario. In the event of a default on the notes, Piedmont believed that it would either be repaid at the face value of its notes by one of the subordinate lenders in the stack or that we would have the right to exercise remedies and
acquire the equity interest in 500 West Monroe. In the event that we were to acquire the equity interest, our basis in the building would be at an attractive price and the building would be complementary to Piedmont’s existing portfolio of
Class A office properties. In particular, Piedmont’s largest concentration of properties, comprised of

Mr. Daniel L. Gordon

 April 1, 2011

Page 3

 approximately
5 million square feet and representing $154 million of our annualized lease revenue, is located in Chicago and approximately 75% of the 5 million square feet is located in the Central Business District, like the 500 West Monroe Building.
Not only do we own significant buildings in very similar locations, but we also have regional property management operations located in Chicago and thus have had direct expertise and insight into the Chicago market for some time;

•

 The 500 West Monroe Building is located in the “West Loop”, which Piedmont believes to be the best office sub-market of downtown Chicago;

•

 Piedmont viewed the sponsorship to be strong – the Owner was a large institutional organization with solid real estate experience and track record
who had recapitalized the asset with $39 million of equity less than a year earlier;

•

 The other debt holders were large, reputable financial firms or real estate investors;

•

 The building was 92% leased with a diverse group of high quality, financially secure tenants. While the building did have a concentration of three
large tenants (the smallest of whom had indicated that it did not plan to renew), Piedmont felt that the experienced Owner and leasing team would be able to secure new leases for the building; and

•

 In addition to the rentable square footage of the building, the property also includes one of the largest (1,330-stall) heated parking garages in the
West Loop submarket that generates a very stable revenue stream of approximately $3 million as well as an escrow fund for tenant improvements.

 In February 2009, the bridge loan/Mezzanine 4 note matured. It was not repaid and went into default. Although we are not privy to the Owner’s reasons for allowing the Mezzanine 4 loan to default, we
suspect the Owner may have been experiencing financial distress due to the large portfolio of properties that it held and the financial turmoil in the U.S. economy at the time and had insufficient capital resources to repay the $48.5 million
principal balance of the loan. The default on the Mezzanine 4 loan did not impact Piedmont’s view of the collectability of its notes as the property was still generating sufficient cash flow to service all of the other loans in the structure,
including Piedmont’s Mezzanine 2 loan. The Owner and Lender 2 entered into a Forbearance Agreement in March 2009 that effectively extended the maturity date of the Mezzanine 4 note to August 3, 2010 (six days prior to the maturity of the
other loans in the capital stack if those loans were not extended beyond 2010). The terms of the Forbearance Agreement allowed an affiliate of Lender 2 to assume the management and leasing of the property.

In March 2009, Lender 1 approached Piedmont with an offer to purchase its only remaining piece of the capital stack—the $16.5 million Mezzanine 1B
loan. Due to widening interest rate spreads as of that date, the Mezzanine 1B participation was offered at a discounted price of $10 million. Piedmont decided to purchase the Mezzanine 1-B loan participation for the following reasons:

•

 The purchase enhanced and protected our initial investment of Mezzanine 2 because it was senior to our Mezzanine 2 position and junior only to the
Mezzanine 1A participation and the Mortgage note (i.e., it would prevent any other third party from assuming a new, more senior position to our Mezzanine 2 note);

•

 Piedmont had witnessed other multi-tiered capital stacks in the market where participants in senior mezzanine loans had been unable
to take actions to protect their collateral position, and we wanted to prevent such a scenario taking place with our investment;

•

 The discounted price provided an attractive overall financial return to Piedmont;

 Mr. Daniel L. Gordon

 April 1, 2011

 Page 4

•

 The net investment amount and assumed senior debt would equate to a “purchase price” of the building of $190-207 per square foot, which
we considered attractive. This is in contrast to the approximate $390 per square foot that the Owner paid for the building in 2007;

•

 Consistent with the consideration given to purchasing the Mezzanine 2 loan, the 500 W. Monroe Building remained an attractive investment opportunity
for Piedmont given the reasons cited above with respect to our operating position in Chicago.

 In August 2009, the Owner
satisfied the four conditions set forth above to extend the Mortgage Loan and the three more senior mezzanine notes (other than Mezzanine 4), including Piedmont’s Mezzanine 2 and Mezzanine 1B positions, for one year to August 9, 2010.

 In early 2010, despite the property’s cash flows remaining sufficient to service the interest requirements of all of the debt on the
property, we became concerned that we had received no information from the Owner or from market announcements regarding the two major tenants’ decision regarding renewal (one lease expires in 2011 and one lease expires in 2012). Although there
are $14.5 million of cash reserves present at the property for the purpose of funding tenant improvements on future leases, we believed that further investment in tenant improvements in the short-term may become necessary. During the past two years
with the continued financial distress in the U.S. economy, we had seen an increasing number of tenants performing their own financial due diligence to verify a prospective landlord’s ability to fund lease incentives such as rent credits or
tenant improvement allowances, and we suspected this would become a difficult issue in negotiating any type of renewal with either of these two sizable tenants given public awareness of the Owner’s financial difficulties. Finally, with the
ownership of any high-quality, sizable asset, the building owner must be able to continuously fund general building repair and maintenance projects to maintain the overall appeal of the building. We were not aware of the Owner actively engaging in
such projects. If the leases were not renewed, or sizable alternate tenants identified, the cash flow of the building (and consequently our investments in the capital stack) could become jeopardized.

As a result of the concerns outlined above, Piedmont decided to take a proactive approach to protecting the value of the collateral. In accordance with
the Second Mezzanine loan documents (Second Mezzanine Loan Agreement and Second Mezzanine Pledge Agreement), Piedmont, on behalf of both the Mortgage borrower and First Mezzanine Borrower, sent extension notices to the holders of the Mortgage Loan
and Mezzanine 1 loan extending those senior loans and indicating that, if the Owner failed to pay the amounts required to extend the senior loans, Piedmont would fund such amounts as protective advances under its Mezzanine 2 loan.

In order to protect our security position and because the Mezzanine 4 loan was maturing on August 3, 2010 (6 days prior to the maturity of the other
loans in the capital stack), Piedmont made a secured loan to Lender 2 in the amount of $500,000 in exchange for Lender 2 agreeing not to (a) amend, modify, extend, supplement, restate, or replace any of the terms in the Forbearance Agreement
without Piedmont’s prior consent; and (b) contribute or release funds to the Owner or its affiliates for the purposes of extending the Mortgage Loan or any of the other Mezzanine Loans in the capital stack without Piedmont’s prior
consent.

 The Owner did, in fact, fail to pay the amounts required to extend any of the loans in the capital stack and allowed the Mezzanine 4
loan to mature without repayment. Piedmont then paid the amounts needed to extend the Mortgage Loan and the Mezzanine 1 loan, and we have received confirmation from both the Mortgage Loan and Mezzanine 1 lenders that we successfully extended those
loans to August 2011.

 Mr. Daniel L. Gordon

 April 1, 2011

 Page 5

 Although the Mortgage Loan and Mezzanine 1 loans (including Piedmont’s Mezzanine 1B interest) were extended, the remaining loans in the stack, including Piedmont’s Mezzanine 2 position, were not
extended and remain in default. Piedmont declared a default of its Mezzanine 2 loan and began the process of conducting a UCC foreclosure sale (at which Piedmont’s collateral for its Mezzanine 2 loan – a pledge of the Mezzanine 1
borrower’s equity – may be auctioned to the highest bidder) in September 2010. The Mezzanine 3 lender also declared a default, but has not followed up with any further action in pursuit of its remedies as a result of that default.

 Piedmont issued a notice announcing that a UCC foreclosure sale would be conducted in September 2010. We would have been entitled to credit
bid (bid without a cash outlay) at the UCC foreclosure auction, our full loan amount including principal, accrued interest, late fees, collection costs as well as the full amount of the Mortgage and Mezzanine 1 notes including the protective
advances that had been made to extend the Mortgage and Mezzanine 1 loans, thus prohibiting outside investors from making bids below the amount of outstanding debt on the property, inclusive of the amounts owed to Piedmont. Although the UCC
foreclosure filer typically is successful in acquiring a property due to the short diligence period prior to the auction, this auction would provide a forum for any interested and qualified third parties to participate in a bidding process with the
highest bidder becoming owner of the Mezzanine 1 borrowers’ equity interest (subordinate only to the Mortgage Note and Mezzanine 1A and B positions). Upon completion of the auction, the mezzanine loans subordinate to the amounts bid would be
extinguished.

 Prior to the scheduled UCC foreclosure sale taking place, the Owner initiated legal action to prevent the foreclosure auction
from taking place and on September 8, 2010, after being denied a restraining order by the New York Supreme Court, a

March 10, 2011

Mr. Donald A. Miller
President
Piedmont Office Realty Trust, Inc.
11695 Johns Creek Parkway , Suite 350
Johns Creek, GA  30097
Re: Piedmont Office R ealty Trust, Inc.
 Form 10- K
Filed February  24, 2011
File N o. 001 -34626
 Dear Mr. Miller :
 We have reviewed your filing and have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will pr ovide the requested
response.  If you do not believe our comment  applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to th is comment , we may have additional comments.

Note 6. Notes Receivable, page F -17
 1. Please clarify to us why you believe the notes receivable related to your investment in the 500 W. Monroe Building do not meet the criteria for impairment in ASC 310- 10-35.  In
your response , please explain 1) how you were able to extend the Mortgage Loan and
first priority mezzanine loan given that you are not the holder of these loans, 2) whether or not you also extended the maturities of the mezzanine loans held by Pi edmont and 3)
how you determined that it is  probable that you w ill collect all principal amounts due  on
your mezzanine investments .
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the  information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are r esponsible for the accuracy
and adequacy of t he disclosures they have made.

Mr. Donald A. Miller
Piedmont Office Realty Trust, Inc.
March 10, 2011
Page 2

 In responding to our comment , please provide  a written statement from the company
acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the  federal securities laws of the United States.

You may contact Kristi Marrone  at (202) 551- 3429 or me  at (202) 551 -3486 if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

Daniel L. Gordon
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

November 9, 2010

Christine Simpson
MacKenzie Patterson Fuller, LP 1640 School St. Moraga, CA 94556
 Re: Piedmont Office Realty Trust, Inc.
  Schedule TO-T Filed on November 4, 2010  Filed by MacKenzie Patterson Fuller, LP, et al.
  File No. 005-80150

Dear Ms. Simpson:
We have limited our review of  the filing to those issues we have addressed in our
comments below.  In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure.
 Please respond to this letter by amendi ng your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us  why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Schedule TO-T

1. MacKenzie Patterson Fuller, LP is listed as a filing person on the Schedule TO; therefore, it must sign the Schedule on its own behalf.  It currently appears as t hough its signature is
only on behalf of other bidders, in its capacity as a manager or general partner.  Please
revise.
 Exhibit 99(A)(1)

Tender Offer, page 9

Section 5. Extension of Tender Period;  Termination; Amendment, page 12

2. The second sentence of the initial paragraph of this section states that any extension,
termination, or amendment of the offer will be followed as “promptly as practicable” by
public announcement.  Please revise the reference to “promptly as practicable” to
conform to the requirements of Exchange Act Rules 14d-3(b)(1), and 14d-4(d)(1).

Christine Simpson
MacKenzie Patterson Fuller, LP November 9, 2010 Page 2   3. The penultimate sentence of the final paragraph of  this section states that as used in the
Offer to Purchase, “business day” means a ny day other than a Saturday, Sunday or a
federal holiday, and consists  of the time period from 12:01 a.m. through midnight,
“Pacific Time.”  Please revise so the defined term is consistent with the definition set
forth in Exchange Act Rule 14d-1(g)(3).
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing include s the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the bidders ar e in possession of all
facts relating to the disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   In responding to our comments, pleas e provide a written statement from each  bidder
acknowledging that:
‚ the bidder is responsible for the adequacy and accuracy of the disclosure in the
filing;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 ‚ the bidder may not assert staff comments as  a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
  If you have questions or comments pleas e contact me at (202)  551-3428.  If you require
further assistance, you may contact Perry Hindi n, Special Counsel, at (202) 551-3444.  You may
also contact us via facsimile at (202) 772-9203.  Please send all correspondence to us at the
following ZIP code:  20549-3628.
Sincerely,

Evan S. Jacobson Attorney-Advisor Office of Mergers & Acquisitions
 cc: Via Facsimile (925) 235-1096

Chip Patterson, Esq. MacKenzie Patterson Fuller, LP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

   August 23, 2009

Via Facsimile (925-235-1096) and U.S. Mail

Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP 1640 School Street Moraga, California 94556
Re: Piedmont Office Realty Trust, Inc.
 Schedule TO-T   filed August 6, 2010
 by MPF Senior Note Program II, LP;
 MPF REIT Fund 1 LLC;   Lapis Investment Business Trust;   Coastal Realty Business Trust; and   Mackenzie Patterson Fuller, LP  File No. 005-80150

Dear Mr. Patterson:

We have reviewed the above-captioned filing and have the following comments.
Where indicated, we think you should revi se the 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.  Pl ease 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
raise additional comments.
The purpose of our review process is to assist you in the compliance with the
applicable disclosure requirements and to e nhance the overall disclosu re in the 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 number listed at the e nd of this letter.  All define d terms used here have the
same meaning as in the Offer to Purchase f iled as Exhibit 99(A)(1) to the Schedule TO-T.

Schedule TO

1. MacKenzie Patterson Fuller, LP is list ed as a filing person on the Schedule
TO. Therefore, it must sign the Schedule on its own behalf.  It currently

Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP August 23, 2010
Page 2
appears as though its signature appears only on behalf of other bidders, in its capacity as a manager, general part ner or trustee.  Please revise.

Offer to Purchase

2. You appear to be offering to purchase up to 2 million shares of Class B-3, 30,000 shares of Class B-2 and 60,000 sh ares of Class A Common Stock of
the Company in one offer.  However, so me of your disclosure (see bottom of
cover page and the first pa ragraph under Summary Term Sheet) refers to the
purchase of  “up to 2,000,000,  60,000 or 30,000 Shares of Class B-3, B-2 or
A, respectively, for $14.50 per Share, in cas h.”  Further, on the cover page of
the offer materials (first paragraph, to wards the end) you state that you “are
offering to purchase any or all of your  Shares.”  Revise to clarify.

3. Clarify your statement on the cover page that  unless they tender into this offer,
shareholders wishing to sell all of thei r holdings must wait until next year to
do so.  Why is that the case?
 Establishment of the Offer Price

4. Please confirm that the information in this section concerning recent prices
paid per share constitutes all of the information available to you with respect
to those prices, rather than  selected quotations.  If the information represents
only selected quotations, revise your disc losure to provide the full range of
prices.

* * *
Closing Comments

Please amend your Schedule TO in response to these comments.  You may wish to
provide us with marked copies of the amended filing to expedite our review.  Please furnish
a cover letter with your amended filing 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 ha ve additional comments after reviewing your
amended filing and respon ses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staf f to be certain that they have provided all
material information to investor s.  Since the bidders are in pos session of all facts relating to
the bidders’ disclosure, they are responsib le for the accuracy a nd adequacy of the
disclosures they have made.

Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP August 23, 2010
Page 3
In connection with responding  to our comments, please pr ovide, in writing, a statement
from each bidder acknowledging that:
• the bidder is responsible fo r the adequacy and accuracy  of the disclosure in
the filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filings;
and
• the bidder may not assert staff comments as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Divisi on of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
Please direct any questions to me at (202) 551-3267.  In my  absence, contact
Christina Chalk, Senior Special Counsel, at (202) 551-3263.  You may also contact us via
facsimile at (202) 772-9203.  Please send all correspondence to us at  the following ZIP
code:  20549-3628.

        S i n c e r e l y ,
       J u l i a  E .  G r i f f i t h
       S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions

July 29, 2010
 Donald A. Miller President, Principal Execu tive Officer and Director
Piedmont Office Realty Trust, Inc. 11695 Johns Creek Parkway, Suite 350 Johns Creek, GA 30097
Re: Piedmont Office Realty Trust, Inc
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 16, 2010 Form 10-K/A for Fiscal Year Ended December 31, 2009 Filed April 28, 2010 Form 10-K/A for Fiscal Year Ended December 31, 2009 Filed July 26, 2010 File No. 001-34626

Dear Mr. Miller:
 We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Daniel L. Gordon
Branch Chief

CORRESP
1
filename1.htm

Coorrespondence

 VIA EDGAR AND OVERNIGHT MAIL

July 22, 2010

Mr. Daniel L. Gordon

 Branch Chief,
Division of Corporation Finance

 Mail Stop 0409

U.S. Securities and Exchange Commission

 100 F
Street

 Washington D.C. 20549

Re:
Piedmont Office Realty Trust, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 16, 2010;
Form 10-K/A for Fiscal Year Ended
December 31, 2009
Filed April 28, 2010
File No. 001-34626

 Dear Mr. Gordon:

This letter is submitted in response to your letter dated July 20, 2010 regarding the comments of the Securities and Exchange Commission Staff (the
“Staff”) related to the above-referenced filing.

 In instances where management has determined that clarification would enhance
reporting for Piedmont Office Realty Trust, Inc. (“Piedmont” or “the Company”), we have indicated that such modifications will be made in amended filings or future filings. We welcome the opportunity to discuss this with you and
are available to do so at (770) 418-8800.

 For your convenience, we have listed the responses in the same order as the comments were
presented in the Staff’s letter and have repeated each comment prior to the response.

 Form 10-K/A for the year ended
December 31, 2009, filed April 28, 2010

 Part III, page III-1

Item 10. Directors, Executive Officers, and Corporate Governance, page III-1

Comment:

1.
We note, in response to comments 5 and 7, you state that Mr. Bowers also serves as your Chief Administrative Officer, Chief Technology Officer and Corporate
Secretary. Please expand your disclosure regarding his experience to reflect these roles and disclose when he began serving in each of these capacities or explain to us why you believe this disclosure is not required. Please refer to
Item 401(b) of Regulation S-K.

Piedmont Office Realty Trust, Inc.

11695 Johns Creek Parkway, Suite 350, Johns Creek, Georgia 30097 Tel: 770-418-8800 Fax: 770-418-8900

www.piedmontreit.com

 Mr. Daniel L. Gordon

July 22, 2010

 Page 2

 Response:

Although Mr. Bowers does not officially hold the title of Chief Administrative Officer or Chief Technology Officer, he performs duties similar to
those traditionally performed by a Chief Administrative Officer or Chief Technology Officer as set forth in the second sentence of his biographical information included on page III-4 of our Form 10K/A. His role as Corporate Secretary and Treasurer
is set forth in the introductory table on page III-1 of Form 10K/A. We believe that his duties have been accurately described in accordance with Item 401 (b) of Regulation S-K and have added additional disclosure regarding how these duties
impact his compensation as set forth in the revised disclosure in Attachment A to be included in our 2010 proxy statement and in an amendment to our Form 10-K.

Item 11. Executive Compensation, page III-6

Comment:

2.
Your responses to comments 5 and 7 of our letter dated June 24, 2010 indicate that you will provide additional disclosure in your proxy statement for the 2011
annual meeting. We note, however, that you have not yet filed your definitive proxy statement for the 2010 annual meeting. Please confirm that you will provide revised disclosure that is responsive to our comments in your proxy statement for the
2010 annual meeting. In addition, please amend your Form 10-K to ensure that the Part III disclosure is consistent with the revised disclosure in your proxy statement.

Response:

 We will
provide the revised disclosure set forth in attachment A in response to your original comments 5 and 7 in our 2010 proxy statement and in an amendment to our Form 10-K.

Comment:

3.
 Your response to comment 5 of our letter indicates that, with one exception, target compensation amounts for your NEOs were either above or below
the median of your peer group. In addition, your response to comment 7 indicates that actual amounts ranged from
9th to
46th percentile of the respective positional peer group
match. In light of these amounts, please explain why the disclosure on page III-8 states that your objective is to target total direct compensation to the median of the peer group, or omit this statement from your
disclosure.

 Response:

We have omitted the statement in question from our revised disclosure as set forth in Attachment A.

 Mr. Daniel L. Gordon

July 22, 2010

 Page 3

 Comment:

4.
 We note your response to comment 7 and the table showing the percentile of actual total direct compensation compared to the respective positional
match of the peer group. Please revise your disclosure to include a similar table in your proxy statement. In addition, considering that the percentiles range from
9th to
46th, please remove the disclosure stating that your
average across the peer group was at the 21st percentile
on an absolute basis and the 20th percentile when measured
as a percentage of total capitalization.

 Response:

 We have omitted the statement in question from our revised disclosure as set forth in Attachment A.

 In addition, pursuant to the Staff’s letter, the Company hereby acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Sincerely,

/s/ Laura P. Moon

 Laura P. Moon

Chief Accounting Officer

 Piedmont Office Realty
Trust, Inc.

CC:
Mr. Donald A. Miller, President, Principal Executive Officer and Director
Mr. Robert E. Bowers, Chief Financial Officer, Principal Financial
Officer
Mr. Eric McPhee, Securities and Exchange Commission
Mr. D. Brent Wyper, Ernst & Young LLP
Mr. John J. Kelley, King & Spalding, LLP

 Mr. Daniel L. Gordon

July 22, 2010

 Page 4

ATTACHMENT “A”

Market Reference Data

 During 2009 our
compensation consultant provided competitive market compensation data from proxy statements and Form 4 filings from a peer group of 13 publicly-traded REITS with a substantial office portfolio recommended by our compensation consultant. The peer
group consisted of the following companies:

 •     Brandywine Realty Trust

•     Kilroy Realty Corporation

 •     Brookfield Properties

•     Liberty Property Trust

 •     Corporate Office Properties Trust

•     Mack-Cali Realty Corporation

 •     Cousins Properties Incorporated

•     Maguire Properties, Inc

 •     Douglas Emmett, Inc.

•     Parkway Properties

 •     Duke Realty Corporation

•     SL Green Realty Corp

 •     Highwoods Properties, Inc.

 For 2009, the Compensation Committee approved including Brookfield Properties, Liberty Property Trust, and Parkway
Properties, and eliminating Lexington Corporate Properties. All other companies are consistent with 2008. Based on an analysis comparing Piedmont to the peer group set forth above, Piedmont ranked at the 63rd and 88th percentile based on total
capitalization and 2009 estimated Funds from Operations per share growth, respectively, with a higher percentile rank representing larger relative size and better relative performance.

While we apply our compensation policies to all of our named executive officers on the same basis, differences in compensation opportunities between each
of our executive officers arise due to differences in each of the officers’ roles and responsibilities within our Company, as well as market pay practices. Our assessment of market pay is primarily driven by comparing our pay practices for each
of our named executive officers with the pay practices for their comparable position at each of the above peer group companies. In general, our Chief Executive and Chief Financial Officers’ target compensation opportunities were compared to the
peer organizations based on positional match. Because sufficient position matches were not available for the Executive Vice Presidents and Chief Accounting Officer, these positions were matched by comparing our pay practices for each of these
officers with the pay practices for the top five most highly compensated individuals at each of the above peer companies. The top five most highly compensated individuals at any or all of these peer companies may not perform the same duties and
responsibilities for their company as our Executive Vice Presidents and Chief Accounting Officer perform for our company; as such, our Compensation Committee places less emphasis on the market reference data in the case of the Executive Vice
Presidents and Chief Accounting Officer.

 The total direct compensation opportunity (based on 2009 base salary, 2009 target Short Term
Incentive Compensation (“STIC”) and Long Term Incentive Compensation (“LTIC”) opportunities) as well as total direct compensation actually paid to our named executive officers (based on 2009 base salary, 2008 STIC and LTIC
payments, which were the most recent available as of the date of the analysis) as compared to the total compensation opportunity and total direct compensation paid to executive officers in the peer group is as follows:

 Mr. Daniel L. Gordon

July 22, 2010

 Page 5

 Named Executive Officer

Percentile of Targeted Total Direct
Compensation Opportunity

as Compared to Respective Positional
Match of Peer Group

Percentile of Total
Direct
Compensation Actually Paid
as Compared to Respective
Positional Match of Peer Group

Positional Match/Comparator
of Peer
Group

Donald A. Miller, Chief Executive Officer

49th

31st

Chief Executive Officer

Robert E. Bowers, Chief Financial Officer

74th

46th

Chief Financial Officer

Laura P. Moon, Chief Accounting Officer

38th

23rd

Fifth highest paid executive

 Raymond L. Owens, EVP –

Capital Markets

12th

9th

Third to Fourth highest paid
executive

 Carroll A. Reddic, EVP –

Real Estate Operations

12th

9th

Third to Fourth highest paid
executive

 With respect to
targeted compensation, our Chief Executive Officer’s targeted compensation opportunity approximates median market practices. Our Chief Financial Officer’s targeted compensation opportunity is higher than the median of the peer group
because he also performs duties similar to a chief administrative officer and chief technology officer and serves as corporate secretary. The other executives’ targeted compensation opportunities are less than the median relative to their peers
due to both their lack of positional matches as described above as well as their relatively short tenure in their positions. As actual compensation paid for each executive officer was based on below target LTIC awards as discussed in
“Long-Term Incentive Compensation Plan – Grants in 2009” below, each of the executives’ actual total direct compensation paid is also less than the median of their peer comparators due to these same reasons.

In addition to considering the peer data set forth above in making decisions about our named executive officers’ compensation opportunities and
actual compensation to be paid, the Compensation Committee also considers other factors such as each executive officer’s experience, scope of responsibilities, performance and prospects; internal equity in relation to other executive officers
with similar levels of experience, scope of responsibilities, performance, and prospects; and individual performance of each named executive officer during their tenure with Piedmont.

Our Compensation Committee also noted that executives within the peer group in some cases receive significant value in “other” compensation
which can include items such as the value of perquisites, supplemental retirement benefits, dividends paid on unvested restricted shares, and other special one-time payments. As we have not historically paid any such items, other compensation was
not included in the peer comparison noted above.

July 20, 2010
 Donald A. Miller President, Principal Execu tive Officer and Director
Piedmont Office Realty Trust, Inc. 11695 Johns Creek Parkway, Suite 350 Johns Creek, GA 30097
Re: Piedmont Office Realty Trust, Inc
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 16, 2010 Form 10-K/A for Fiscal Year Ended December 31, 2009 Filed April 28, 2010 File No. 001-34626

Dear Mr. Miller:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10-K/A for the year ended December 31, 2009, filed April 28, 2010

 Part III, page III-1

 Item 10. Directors, Executive Officers,  and Corporate Governance, page III-1

1. We note, in response to comment s 5 and 7, you state that Mr. Bo wers also serves as your
Chief Administrative Officer , Chief Technology Officer and Corporate Secretary.  Please
expand your disclosure regarding his experience to reflect these roles and disclose when
he began serving in each of  these capacities or explain to us why you believe this
disclosure is not required .  Please refer to Item 401(b) of Regulation S-K.

Donald A. Miller Piedmont Office Realty Trust, Inc July 20, 2010 Page 2

Item 11. Executive Compensation, page III-6

2. Your responses to comments 5 and 7 of our letter dated June 2 4, 2010 indicate that you
will provide additional disclosure in your proxy statement for the 2011 annual meeting.  We note, however, that you have not yet file d your definitive proxy statement for the
2010 annual meeting.  Please confirm that you w ill provide revised disclosure that is
responsive to our comments in your proxy st atement for the 2010 annual meeting.  In
addition, please amend your Form 10-K to ensure  that the Part III disclosure is consistent
with the revised disclosure  in your proxy statement.
3. Your response to comment 5 of our letter indicates that, with one exception, target
compensation amounts for your NEOs were eith er above or below the median of your
peer group.  In addition, your response to  comment 7 indicates that actual amounts
ranged from 9
th to 46th percentile of the respective posit ional peer group match.  In light
of these amounts, please e xplain why the disclosure on pa ge III-8 states that your
objective is to target total direct compensation to the median of the peer group, or omit this statement from your disclosure.
4. We note your response to comment 7 and the ta ble showing the percentile of actual total
direct compensation compared to the respective positional match of the peer group.  Please revise your disclosure to include a si milar table in your proxy statement.  In
addition, considering that th e percentiles range from 9
th to 46th, please remove the
disclosure stating that your average across the peer group was at the 21st percentile on an
absolute basis and the 20th percentile when measured as a percentage of total
capitalization.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Donald A. Miller Piedmont Office Realty Trust, Inc July 20, 2010 Page 3

You may contact Eric McPhee, Staff Accountant, at (202) 551-3693 or me at (202) 551-
3486 if you have questions regarding comments on th e financial statements and related matters.
Please contact Stacey Gorman, Attorney Advisor,  at (202) 551-3585 or Karen Garnett, Assistant
Director, at (202) 551-3785 with any other questions.

Sincerely,

Daniel L. Gordon Branch Chief

CORRESP
1
filename1.htm

Correspondence

 PIEDMONT OFFICE REALTY TRUST, INC

VIA EDGAR AND OVERNIGHT MAIL

July 8, 2010

Mr. Daniel L. Gordon

Branch Chief, Division of Corporation Finance

Mail Stop 0409

U.S. Securities and Exchange Commission

100 F Street

Washington D.C. 20549

Re:
 Piedmont Office Realty Trust, Inc.

 Form 10-K for the Year Ended December 31, 2009

 Filed March 16, 2010; File No. 001-34626

Dear Mr. Gordon:

This letter is submitted in response to your letter dated June 24, 2010 regarding the comments of the Securities and Exchange
Commission Staff (the “Staff”) related to the above-referenced filing.

 In instances where management has determined
that clarification would enhance reporting for Piedmont Office Realty Trust, Inc. (“Piedmont” or “the Company”), we have indicated that such modifications will be made in future filings. We welcome the opportunity to discuss this
with you and are available to do so at (770) 418-8800.

 For your convenience, we have listed the responses in the same
order as the comments were presented in the Staff’s letter and have repeated each comment prior to the response.

 Form 10-K for Fiscal
Year Ended December 31, 2009

 Item 2. Properties, page 28

Property Statistics, page 28

Comment:

1.
 Please tell us why you omitted your two industrial properties from the table of lease expirations.

Response:

Item 102 requires information regarding the principal plants, mines and other materially important physical properties of the
registrant and its subsidiaries. We do not view our two industrial properties as material. Average annual lease revenue per square foot for these industrial properties is approximately $3.00 per square foot versus approximately $28 per square foot
for our office properties. With only two industrial properties representing approximately 0.4% of our Annualized Lease Revenue (see definition on page 3 of our 10-K), we believe the industrial properties are immaterial to our portfolio. In
addition, we have no immediate plans to acquire additional industrial properties. As such, we excluded these two properties from all of the statistical tables in Item 2.

 Mr. Daniel L. Gordon

July 8, 2010

Page 2

 Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 37

 Liquidity and Capital Resources,
page 38

 Comment:

2.
 We note the disclosure at the top of page 39, which states that you have some specifically identified building improvement projects. Please describe
these projects in more detail, quantify the amounts you expect will be necessary to fund these projects, and identify the source of funds you expect to use to fund building improvements. Confirm that you will provide similar clarification in your
future filings.

 Response:

The “specifically identified building improvement projects” referred to in the second sentence of the paragraph at the top of
page 39 include tenant improvement allowances granted in tandem with executed leases which are further quantified later in the paragraph as $121 million over the respective lease term as well as general maintenance type building improvement projects
that we as the landlord may choose to complete as a building ages (repairs or replacement of roofs, heating and cooling systems, and electrical systems, parking lot resurfacing, etc). These general maintenance type of building improvement projects
are not quantified as they are much less material than the tenant improvement allowances and are not contractual commitments, but rather capital projects which may be performed at our sole discretion.

All of the sources of funds listed in the first paragraph under Liquidity and Capital Resources (cash flows generated from operation of
our wholly-owned properties and distributions from our unconsolidated joint ventures, proceeds from our recent offering of common stock, proceeds from our existing $500 million unsecured facility, and proceeds from our dividend reinvestment plan as
well as potential disposal of existing properties and other financing opportunities) are available to fund specifically identified building improvement projects. In future filings, we will revise this paragraph to more fully describe the two types
of known or “specifically identified” building improvement projects and more clearly link the quantification of the tenant improvements related to executed leases to the descriptions.

Comment:

3.
 Refer to the third paragraph on page 39 and the statement that you may periodically borrow funds on a short-term basis to pay dividends. Please
disclose all potential sources of distribution of payments, including proceeds from additional sales of your stock, the sale of assets, and paying distributions in the form of stock rather than cash. Provide this disclosure in future filings and
tell us how you plan to comply.

 Response:

As set forth in the first paragraph under Liquidity and Capital Resources, cash flows generated from operation of our wholly-owned
properties and distributions from our unconsolidated joint ventures, proceeds from our recent offering of common stock, proceeds from our existing $500 million unsecured facility, and proceeds from our dividend reinvestment plan as well as potential
disposal of existing properties and other financing opportunities are all considered sources of funds to fund distributions. Although in the long term we intend to fund dividends from operations, the statement regarding periodically borrowing funds
on a short-term basis to pay dividends is intended to notify the reader that we may occasionally borrow on a short-term basis to cover timing differences in cash collections and cash receipts. In future filings, we will more fully describe the other
financing opportunities and cite specific examples such as proceeds from potential additional sales of our stock and paying distributions

 Mr. Daniel L. Gordon

July 8, 2010

Page 3

 in the
form of stock rather than cash. Please note, however, that as cash is fungible, we do not specifically match each use of funds with a particular source, but rather discuss all known or anticipated sources as a group and then all known or anticipated
uses as a group.

 Consolidated Financial Statements, page F-1

Consolidated Statements of Cash Flows, page F-6

Comment:

4.
 Please tell us and disclose in future filings how you determined to reflect operating distributions received from unconsolidated joint ventures as
an operating cash flow. Please specifically address how you would account for distributions received from equity investees representing its portion of the proceeds from the equity investees’ sales of assets and the amount of such distributions
received.

 Response:

Financial Accounting Standards Board (FASB) Accounting Standards Codification 230, Statement of Cash Flows, requires dividends
received (returns on investments) to be classified as cash inflows from operating activities. Receipts from returns of investments are classified as cash inflows from investing activities. Proceeds received on the sale of the
investor’s interest in an unconsolidated entity, including any gain on the sale of the investment, are reported as cash flows from investing activities.

According to the American Institute of Certified Public Accountants Technical Questions and Answers, Section 1300, Statement of
Cash Flows, .18 Presentation on the Statement of Cash Flows of Distributions From Investees with Operating Losses, distributions to investors from investees should be presumed to be returns on investments and be classified by the
investor as cash inflows from operating activities, similar to the receipt of dividends. That presumption can be overcome based on the specific facts and circumstances. For example if the partnership sells assets, the distribution to investors of
the proceeds of that sale would be considered a return of investment and be classified by the investor as cash inflows from investing activities.

Under this guidance, absent specific facts and circumstances to support the contrary, our distributions from our unconsolidated equity
method investments are presumed to be returns on an investment and classified as cash inflows from operating activities; any future proceeds we receive from the sale of our equity method investments would be considered a return of our
investment and classified as cash inflows from investing activities. We will amend our accounting policy footnote in future filings to include this information.

Form 10-K/A for the year ended December 31, 2009, filed April 28, 2010

Part III, page III-1

 Item 11.
Executive Compensation, page III-6

 Comment:

5.
 Your Compensation Discussion and Analysis should be sufficiently precise to identify material differences in compensation policies with respect to
individual executive officers. Refer to Release 33-8732A, Section II.B.1. In future filings, please explain the reasons for the differences in the amounts of compensation awarded to the named executive officers. For example, we note that
Mr. Miller receives a total compensation in an amount that is substantially greater than the next highest paid officer. Additionally, we note that Mr. Bowers receives total compensation in an amount that is substantially greater than the
next highest paid

 Mr. Daniel L. Gordon

July 8, 2010

Page 4

officer. Further, we note that Ms. Moon receives less total compensation in comparison to the other named executive officers. Please
see item 402(b)(2)(vii) of Regulation S-K. Please tell us how you intend to comply.

 Response:

On pages III-8 to III-14 of the 10K-A, we describe our compensation policies. We apply these compensation policies to all of our named
executive officers on the same basis. We note that Section II.B.1 of Commission Release No. 33-8732A states that where policies or decisions are materially similar, officers can be grouped together.

The differences in compensation opportunities between each of our executive officers reflect their respective roles
and responsibilities within our Company, as well as market pay practices which are primarily driven by positional matches for each respective officer. In general, Mr. Miller’s (CEO) and Mr. Bowers’ (CFO) target compensation
opportunities were compared to the peer organizations based on positional match. Mr. Miller’s targeted compensation opportunity is at the
49th percentile rank which approximates median market
practices. Mr. Bowers’ targeted compensation opportunity is at the
74th percentile rank which is higher than the median of
the peer group because he also serves as Chief Administrative Officer, Chief Technology Officer and Corporate Secretary. Because sufficient position matches were not available for the Executive Vice Presidents and Chief Accounting Officer, these
positions were matched based on highest paid ranking, which generally reflects organizational hierarchy. The other executives’ targeted compensation opportunities are in the bottom quartile relative to their peers due to both their lack of
positional matches as well as their relatively short tenure in their positions.

 Although these positional matches are
described under “Market Reference Data” on page, III-8, in the proxy statement for our 2011 annual meeting we will add more specific language detailing the positional match for each named executive officer and how each officer’s
target compensation opportunity compares to the median of the comparator group and the reason for any significant variation.

6.
 We note that you have not included any disclosure in response to Item 402(s) of Regulation S-K. Please tell us of the basis for your conclusion
that disclosure is not necessary, and describe the process you undertook to reach that conclusion.

Response:

Members of senior management performed an initial evaluation and analysis of each of our compensation plans, the policies and practices
for all of our employees, and whether the policies and practices are reasonably likely to have a material adverse effect on the Company. The analysis was presented to and discussed with other members of senior management. On several occasions,
senior management considered and discussed the analysis and its conclusions. Representatives of senior management also discussed the process that it had undertaken, as well as its analysis and conclusions, with representatives of the Company’s
legal counsel and compensation consultant. After completing this process, the Company was able to conclude that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company, and that disclosure
was not required pursuant to Item 402(s) of Regulation S-K. Senior management identified the following characteristics of our compensation plans that helped form the basis for its conclusions:

 Mr. Daniel L. Gordon

July 8, 2010

Page 5

•

 discretion of the Compensation Committee of the Board of Directors to override the terms of any compensation plan. If any of our compensation plans
resulted in an unintended consequence, or the Compensation Committee felt that any of the specific targets set forth in the compensation plans had been achieved in a manner that was not consistent with the long-term best interests of the
Company’s stockholders, or felt that the overall compensation to be paid under the terms of the plan was not reasonable for any reason, the Compensation Committee would adjust the calculated compensation associated with that plan accordingly;

•

 oversight of programs (or components of programs) by a broad-based group of individuals, including human resources, finance, internal audit, and a
third-party compensation consultant;

•

 a mix of compensation elements that provide focus on both short- and long-term goals as well as cash and equity-based compensation;

•

 caps on the maximum payouts available under certain incentive programs, including both short and long-term incentive plans;

•

 performance goals within incentive programs that reference reportable, broad-based financial metrics;

•

 setting performance goals that are intended to be challenging yet provide employees a reasonable opportunity to reach the threshold amount, while
requiring meaningful performance to reach the target level and substantial performance to reach the maximum level;

•

 equity compensation awards vest over a number of years; and

•

 stock ownership guidelines that require our executive officers to accumulate and maintain a significant ownership interest in the Company.

 Market Reference Data, page III-8

Comment:

7.
 We note that you target total compensation to the median peer group. We also note your disclosure that the average total compensation in 2009 was at
the 21st percentile relative to your peers. To the extent
you awarded compensation to an executive officer that was above or below the median of those in your peer group, please identify the officer and explain why you awarded compensation to that officer at a level that was above or below the median.
Please provide this disclosure in future filings and tell us how you intend to comply.

 Response:

 While we target total compensation opportunity at the median of the peer group for the Chief Executive
Officer and Chief Financial Officer as described in our response to comment 5 above, for 2009 our actual aggregate executive compensation paid was at the
21st percentile relative to the aggregate compensation of
the five most highly compensated employees of our peer group of thirteen comparative companies. This positioning is due to the actual compensation awarded to each of our named executive officers as compared to the total compensation opportunity for
the applicable positional match of the peer group data as follows:

 Mr. Daniel L. Gordon

July 8, 2010

Page 6

Named Executive Officer

Percentile of Actual Total
Direct Compensation
as
Compared to Respective
Positional Ma

June 24, 2010
 Donald A. Miller President, Principal Execu tive Officer and Director
Piedmont Office Realty Trust, Inc. 11695 Johns Creek Parkway, Suite 350 Johns Creek, GA 30097
Re: Piedmont Office Realty Trust, Inc
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 16, 2010 Form 10-K/A for Fiscal Year Ended December 31, 2009 Filed April 28, 2010 File No. 001-34626

Dear Mr. Miller:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for Fiscal Year Ended December 31, 2009

 Item 2. Properties, page 28

 Property Statistics, page 28

1. Please tell us why you omitted your two industr ial properties from the table of lease
expirations.

Donald A. Miller Piedmont Office Realty Trust, Inc June 24, 2010 Page 2

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 37
 Liquidity and Capital Resources, page 38

2. We note the disclosure at the top of page 39, which states that you have some specifically
identified building improvement projects.  Pleas e describe these projec ts in more detail,
quantify the amounts you expect will be necessa ry to fund these projects, and identify the
source of funds you expect to use to fund bu ilding improvements.  Confirm that you will
provide similar clarification in your future filings.
3. Refer to the third paragraph on page 39 a nd the statement that you may periodically
borrow funds on a short-term basis to pay divide nds.  Please disclose all potential sources
of distribution payments, including proceeds fr om additional sales of your stock, the sale
of assets, and paying distributi ons in the form of stock rath er than cash.  Provide this
disclosure in future filings a nd tell us how you plan to comply.
Consolidated Financial Statements, page F-1
 Consolidated Statements of Cash Flows, page F-6

4. Please tell us and disclose in future fili ngs how you determined to reflect operating
distributions received from unconsolidated joint ventures as an  operating cash flow.
Please specifically address how you would accoun t for distributions received from equity
investees representing its portion of the proc eeds from the equity investees’ sales of
assets and the amount of su ch distributions received.
Form 10-K/A for the year ended December 31, 2009, filed April 28, 2010

Part III, page III-1
 Item 11. Executive Compensation, page III-6

5. Your Compensation Discussion and Analysis should be suffi ciently precise to identify
material differences in compensation policies with respect to individual executive officers.  Refer to Release 33-8732A, Section II. B.1.  In future filings, please explain the
reasons for the differences in the amount s of compensation awarded to the named
executive officers.  For example, we note that  Mr. Miller receives total compensation in
an amount that is substantially greater than the next highest paid officer. Additionally, we
note that Mr. Bowers receives total compensation in an amount that is substantially greater than the next highest paid officer.  Further, we not e that Ms. Moon receives less
total compensation in comparison to the othe r named executive officers.  Please see Item
402(b)(2)(vii) of Regulation S-K.  Pleas e tell us how you intend to comply.

Donald A. Miller Piedmont Office Realty Trust, Inc June 24, 2010 Page 3

6. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please tell us  of the basis for your conclu sion that disclosure is not
necessary, and describe the process y ou undertook to reach that conclusion.
Market Reference Data, page III-8

7. We note that you target total compensation to th e median of the peer group.  We also note
your disclosure that the average to tal compensation in 2009 was at the 21st percentile
relative to your peers.  To the extent you awarded compensation to an executive officer
that was above or below the median of thos e in your peer gro up, please identify the
officer and explain why you awarded compensati on to that officer at a level that was
above or below the median.  Please provide this  disclosure in future filings and tell us
how you intend to comply.
Summary Compensation Table, page III-15
8. Refer to footnote (3).  Please explain to us th e assumptions you used to estimate the fair
value of awards on their respec tive grant dates.  If fair value is based on the net asset
value of your common stock, please tell us why the 2009 amount is different from the amount reported in footnote (1) to the Stoc ks Vested table on page III-18.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Donald A. Miller Piedmont Office Realty Trust, Inc June 24, 2010 Page 4

You may contact Eric McPhee at at (202) 551-3693 or me at (202) 551-3486 if you have
questions regarding comments on the financia l statements and related matters.

Sincerely,

Daniel L. Gordon Branch Chief

CORRESP
1
filename1.htm

Correspondence

 February 5, 2010

 VIA EDGAR AND FACSIMILE

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F. Street,
NE

 Washington, D.C. 20549

 Attention: Ms. Angela McHale

Re:
Piedmont Office Realty Trust, Inc.

 Registration Statement on Form S-11 (File No. 333-163394)

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “1933 Act”), we hereby join the
Company in requesting acceleration of the effectiveness of the above-referenced registration statement to 2:00 p.m. Eastern Time on February 9, 2010, or as soon as practicable thereafter.

 The underwriters of the above issue were advised by invitation wire and in subsequent underwriting papers that they must comply with the
provisions of SEC Release No. 33-4968 of the 1933 Act and Rule 15c2-8 promulgated under the Securities Exchange Act of 1934 (the “1934 Act”). The undersigned, as joint-lead managers, have and will, and each underwriter and each dealer
has advised the undersigned that it has and will comply with Release No. 33-4968 of the 1933 Act and Rule 15c2-8 under the 1934 Act.

 We were advised on January 22, 2010, by the Corporate Financing Department of the Financial Industry Regulatory Authority, Inc. that it has reviewed the above-captioned proposed offering and that it
has determined to raise no objections with respect to the fairness and reasonableness of the underwriting terms and arrangements of the offering.

 Pursuant to Rule 460 promulgated under the 1933 Act, please be advised that the undersigned
have effected approximately the following distribution of copies of the preliminary prospectus dated January 28, 2010:

 The New York Stock Exchange

5

 Underwriters

6,848

 Dealers, Individuals and Corporations

946

 MS/JPM/Wells Branch Offices

4,454

 Total

12,253

Copies

Very truly yours,

 MORGAN STANLEY & CO. INCORPORATED

 J.P. MORGAN SECURITIES INC.

As Representatives of the several Underwriters

 BY:

MORGAN STANLEY & CO. INCORPORATED

By:

 /s/ CHRISTOPHER BRENT SMITH

Name:

Christopher Brent Smith

Title:

Vice President

 2

CORRESP
1
filename1.htm

Correspondence

 February 5, 2010

 VIA FACSIMILE AND EDGAR

 Ms. Angela McHale

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

RE:
Piedmont Office Realty Trust, Inc.

 Registration Statement on Form S-11

 File No.: 333-163394

 Dear Ms. McHale:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Piedmont Office Realty Trust, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-11
(File No. 333-163394) (the “Registration Statement”) to 2:00 p.m., Washington, D.C. time, on Tuesday, February 9, 2010, or as soon thereafter as practicable.

 In addition, the Registrant hereby acknowledges the following:

•

 should the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority, declare the Registration
Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve
the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

 the Registrant may not assert this action as a defense in any proceeding initiated by the Commission or any other party under the federal securities
laws of the United States.

 * * *

 Piedmont Office Realty Trust, Inc.

 February 5, 2010

 Page 2

 Please contact the undersigned at (770) 418-8800 with any questions concerning this letter.

Sincerely,

/s/ Laura P. Moon

Laura P. Moon

 Senior Vice President and

 Chief Accounting Officer

cc:
Mr. John J. Kelley III — King & Spalding LLP

CORRESP
1
filename1.htm

Correspondence

 December 17, 2009

 VIA FACSIMILE AND EDGAR

 Ms. Angela McHale

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

RE:
Piedmont Office Realty Trust, Inc.

Registration Statement on Form S-11

Filed on November 27, 2009

File No.: 333-163394

 Dear
Ms. McHale:

 This letter sets forth the response of Piedmont Office Realty Trust, Inc. (the “Company”) to the
comment of the staff (the “Staff”) of the Securities and Exchange Commission with regard to the Registration Statement on Form S-11 filed on November 27, 2009. The Staff’s comment was provided to the Company in a letter dated
December 11, 2009.

 General

 Staff’s Comment 1: We refer to your annual report on Form 10-K filed on March 13, 2009. It appears that you have omitted your conclusions as to the effectiveness of your disclosure
controls and procedures as required by Item 307 of Regulation S-K. Please file an amended Form 10-K that includes your conclusions or tell us why you believe you are not required to include this disclosure.

 Response: The Company advises the Staff that it will file an amendment to its Form 10-K that amends and restates Item 9A(T) of
the Form 10-K to add the conclusions as to the effectiveness of its disclosure controls and procedures as required by Item 307 of Regulation S-K, which were inadvertently omitted from the Form 10-K. The Company will also include in this filing
updated Exhibits 31.1 and 31.2 (excepting paragraph 3 of each such exhibit, which is not required because the filing will not include financial statements).

 Piedmont Office Realty Trust, Inc.

 December 17, 2009

 Page 2

 *     *     *

 Please contact the undersigned at (770) 418-8800 with any questions concerning this letter.

Sincerely,

/s/ Robert E. Bowers

 Robert E. Bowers

 Chief
Financial Officer and Executive Vice President

cc:
Mr. John J. Kelley III — King & Spalding LLP

Mail Stop 3010         December 16, 2009  Donald A. Miller, CFA  Chief Executive Officer and President  Piedmont Office Realty Trust, Inc.  11695 Johns Creek Parkway, Suite 350  Johns Creek, Georgia 30097-1523
Re: Piedmont Office Realty Trust, Inc.
  Proxy Statement on Schedule 14A
Filed November 27, 2009
  File No. 0-25739

Dear Mr. Miller:
  We have completed our review of your  preliminary proxy statement on Schedule
14A and have no further comments at this time.
Sincerely,

Angela McHale Attorney-Advisor
 cc: John J. Kelley III
King & Spalding LLP Via facsimile (404) 572-5100

Mail Stop 3010         December 11, 2009  Donald A. Miller, CFA  Chief Executive Officer and President  Piedmont Office Realty Trust, Inc.  11695 Johns Creek Parkway, Suite 350  Johns Creek, Georgia 30097-1523
Re: Piedmont Office Realty Trust, Inc.
  Proxy Statement on Schedule 14A
Filed November 27, 2009
  File No. 0-25739

Dear Mr. Miller:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view 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.
 Proposal 1: Amendment to the Charter…, page 8

 1. Please provide us with an analysis as to why the issuance of new classes of
securities should not be considered an offer and sale within Section 5 of the
Securities Act of 1933, as amended.
 2. Please revise to include disclosure as to  how fractional shares will be treated in
the conversion.

Donald A. Miller, CFA
Piedmont Office Realty Trust, Inc.  December 11, 2009 Page 2  Reasons for the Amendment to the Charter, page 11

 3. Refer to the last sentence in this section.  Please expand upon your reasons for
wanting to effect the reverse stock split,  including why you believe it may “aid in
the trading of [y]our common stock.”  Please also include  a discussion of the risks
that the reverse stock split may not achieve its intended goal.

# # # #

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Donald A. Miller, CFA
Piedmont Office Realty Trust, Inc.  December 11, 2009 Page 3
You may contact Kristina Aberg, Attorney-Advisor, at (202) 551-3404 or me at
(202) 551-3402 if you have questions regard ing these comments or with any other
questions.
Sincerely,

Angela McHale Attorney-Advisor
 cc: John J. Kelley III
King & Spalding LLP Via facsimile (404) 572-5100

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628
   November 19, 2009
 Via Facsimile (714.546.9035) and U.S. Mail

Derek D. Dundas, Esq.
Rutan & Tucker, LLP 611 Anton Boulevard, 14
th Floor
Costa Mesa, California 92626
Re: Piedmont Office Realty Trust, Inc.
 Schedule TO-T filed November 16 , 2009 by Opportunity Investment
Fund I, LLC
 File No. 005-80150

Dear Mr. Dundas:

We have limited our review of  the filing to those issues we have addressed in our
comments.  Where indicated, we think the bi dder should revise the filing in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand the bi dder’s disclosure.  After reviewing this
information, we may raise additional comments.  All defined terms used in this letter have the same meaning as in the filing listed above, unless otherwise indicated.

The purpose of our review process is to assist the bidder in the compliance with
the applicable disclosure requirements and to enhance the overall disc losure in the filing.
We look forward to working with you in th ese 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 number listed at the end of this letter.
 Schedule TO

Offer to Purchase

First Come First Served Acceptance, page 3

1. As discussed in our telephone conversat ion on November 18, 2009, please revise
this offer to comply with Exchange Act Rule 14d-8.

Derek D. Dundas, Esq.
Rutan & Tucker, LLP November 19, 2009
Page 2
When to Withdraw, page 6

 2. As discussed in our telephone conversati on, please revise the January 31 deadline
to comply with Exchange Act section 14(d)(5).

Payment, page 6

3. Purchaser discloses that it will pay hold ers within three business days to the
extent possible but not to exceed 60 days upon the confirmation from the Corporation that the Shares will be transferred to the Purchaser.  Rule 14e-1(c) requires that the Purchaser pay the consideration offered “promptly” upon
expiration of the offer.  Please revise  here and throughout the document, as
necessary, including in the secti on entitled “Step 5” on page 9.

* * *

As appropriate, please amend the filing in  response to these comments.  You may
wish to provide us with mark ed copies of the amended filing to expedite our review.
Please furnish a cover letter with the amended filing 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 the amended filing and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing reviewed  by the staff to be certain that they have provided all
material information to investor s.  Since the bidder is in posse ssion of all facts relating to
its disclosure, it is responsible for the accuracy  and adequacy of the disclosures it has made.
In connection with responding to our comments, please provide, in writing, a
statement from the bidd er acknowledging that:
• the bidder is responsible fo r the adequacy and accuracy  of the disclosure in
the filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the bidder may not assert staff comments as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Derek D. Dundas, Esq.
Rutan & Tucker, LLP November 19, 2009 Page 3
In addition, please be advise d that the Divisi on of Enforcement has access to all
information you and the bidder provide to the staff of the Division of Corporation Finance in our review of the filing or in re sponse to our comm ents on the filing.
Please direct any questions to me at (202) 551-3444.  You may also contact me
via facsimile at (202) 772-9203.  Please send all correspondence to me at the following
ZIP code:  20549-3628.         S i n c e r e l y ,            P e r r y  J .  H i n d i n         S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628
   November 3, 2009
 Via Facsimile (925.235.1096) and U.S. Mail

Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP 1640 School Street Moraga, California 94556
Re: Piedmont Office Realty Trust, Inc.
 Schedule TO-T filed October 26, 2009 by MPF Dewaay Fund 8, LLC;
MPF REIT Fund 1, LLC; MPF Badger Acquisition Co., LLC; Lemon Creek Operating Partnership, LP; MPF Senior Note Program I And II, LP; SCM Special Fund 2, LP; and Mackenzie Patterson Fuller, LP
 File No. 005-80150

Dear Mr. Patterson:

We have limited our review of  the filing to those issues we have addressed in our
comments.  Where indicated, we think the Purcha sers should revise the filing in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand the Purc hasers’ disclosure.  After reviewing this
information, we may raise additional comments.  All defined terms used in this letter have the same meaning as in the filing listed above, unless otherwise indicated.

The purpose of our review process is to assist the Purchasers in the compliance
with the applicable disclosure requirements and to enhance the overa ll disclosure in the
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 number listed at the end of this letter.

Schedule TO

Offer to Purchase

Certain Information Concerning the Purchasers

1. We note disclosure in this section that th e Purchasers reserve the right to transfer
or assign to one or more of their affiliat es the right to purchase all or any portion

Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP November 3, 2009
Page 2
of the Shares tendered in the Offer.  Pleas e note that if the Purchasers do so, the
entity to which the right is assigned may need to be added as a filing person on
the Schedule TO-T.  This in turn may nece ssitate an extension of the offer period
and may require the Offer to Purchase to be revised to provide all of the
disclosure required by Schedule TO as to that entity.  Please confirm your understanding in your response letter.
 Miscellaneous

2. The disclosure here states that the Offer is not being made to (nor will tenders be
accepted from or on behalf of) Shareholde rs in any jurisdic tion in which the
making of the Offer or the acceptance ther eof would not be in compliance with
the laws of such jurisdiction.  As you are aware, Exchange Act Rule 14d-10(a)(1) requires that all holders of Shares be permitted to participate in the Offer. This includes holders of Shares located in jurisdictions outside the United States.
While Rule 14d-10(b)(2) permits you to exclude holders of Shares in a U.S. state where the Purchasers are prohibited from  making the Offer, the exception is
limited.  Refer to the interpretive guid ance in section II.G.1. of SEC Release 33-
8957.  Please revise or advise in your response letter as to your authority for
excluding target holders of  Shares not encompassed within Rule 14d-10(b)(2).

* * *

As appropriate, please amend the filing in  response to these comments.  You may
wish to provide us with mark ed copies of the amended filing to expedite our review.
Please furnish a cover letter with the amended filing 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 the amended filing 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 staf f to be certain that they have provided all
material information to investor s.  Since the bidders are in pos session of all facts relating to
their disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from each of the bidders acknowledging that:
• the bidder is responsible fo r the adequacy and accuracy  of the disclosure in
the filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filings;

Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP November 3, 2009 Page 3
and

• the bidder may not assert staff comments as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Divisi on of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review
of the filing or in response to our comm ents on the filing.
Please direct any questions to me at (202) 551-3444.  You may also contact me
via facsimile at (202) 772-9203.  Please send all correspondence to me at the following
ZIP code:  20549-3628.         S i n c e r e l y ,            P e r r y  J .  H i n d i n         S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628
   October 27, 2009
 Via Facsimile (301.230.2891) and U.S. Mail

Simon M. Nadler, Esq.
Schulman Rogers Gandal Pordy & Ecker, P.A. 12505 Park Potomac Avenue, Sixth Floor Potomac, Maryland 20854
Re: Piedmont Office Realty Trust, Inc.
 Schedule TO-T filed October 13, 2009 by MIRELF III REIT
Investments, LLC
 File No. 005-80150

Dear Mr. Nadler:

We have limited our review of  the filing to those issues we have addressed in our
comments.  Where indicated, we think the bi dder should revise the filing in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand the bi dder’s disclosure.  After reviewing this
information, we may raise additional comments.  All defined terms used in this letter have the same meaning as in the filing listed above, unless otherwise indicated.

The purpose of our review process is to assist the bidder in the compliance with
the applicable disclosure requirements and to enhance the overall disc losure in the filing.
We look forward to working with you in th ese 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.
 Schedule TO

 1. Please tell us what consideration was gi ven to including the Purchaser’s affiliates
referenced in Schedule I of the Offer to Purchase, including the Fund, Madison
International Holdings III, LLC, the Depos itary and Ronald M. Dickerman, as an
offeror or bidder.  Exchange Act Rule 14d-1(g)(2) defines the term “bidder” as
any person who makes a tender offer or “on whose behalf a tender offer is made.”
Thus, the bidder concept encompasses persons  or entities other than the actual
purchaser of securities in a tender offer.  In addition to the entities referenced
above, other persons or entities who control them may also need to be included as

Simon M. Nadler, Esq.
Schulman Rogers Gandal Pordy & Ecker, P.A. October 27, 2009
Page 2
bidders in the tender offer.  Please refer to the factors discu ssed in “Identifying
the Bidder in a Tender Offer” in sec tion II.D.2 of the Current Issues and
Rulemaking Projects Outline (November 14, 2000) available on our Web site at
www.sec.gov
 in your analysis of whether other bidders should be included.  To
the extent Purchaser determines not to add additional bidders, please provide an
analysis in your response letter.  Since each bidder must individually satisfy the
disclosure, filing and dissemination requi rements of Schedule TO and Regulation
14D, adding new bidders may require you to extend the Offer and disseminate
new offering materials, depending on th e materiality of the new disclosure
Purchaser provides.  Please note that, to the extent applicab le, Purchaser should
also comply with the comments below as to any new bidders.
 2. Please revise the Schedule TO to provide each of the item requirements required by the schedule.  See General Instruction F to Schedule TO.

Offer to Purchase

What is the Market Value of My Shares, page 7

3. We note your disclaimer of responsibili ty for information contained in your
offering document that has been extracted  from Direct Investments Spectrum
reports and other independent secondary market reporting publications.  While
you may include appropriate language about the limits on the reliability of the
information, you may not disclaim responsib ility for its accuracy or completion.
Revise accordingly.
 Acceptance for Payment and Paymen t for Shares; Proration, page 15

 4. Purchaser discloses on page 16 that it will announce preliminary results of proration “as promptly as practicable.”  Rule 14e-1(c) requires that you pay the
consideration offered “promptly” upon expira tion of the offer. Please revise here
and throughout the document, as necessary.
 Certain Information Concerning the Purchaser, page 21

5. We note that Purchaser is not a public company and that the offer is not for all
outstanding securities of the subject cla ss.  Therefore, you do not fall within the
fact pattern under which financial statem ents are not deemed material in the
context of a tender offer.  Refer to Instruction 2 to Item 10 of Schedule TO.  The fact that financing for the offer is assu red is not dispositive of whether bidder
financial statements are required under Item 10 of Schedule TO.  Please provide
us further analysis as to why you believe that the financial condition of Purchaser is not material to a Shareholder’s decision to  participate in the Offer in light of the
facts noted above.

Simon M. Nadler, Esq.
Schulman Rogers Gandal Pordy & Ecker, P.A. October 27, 2009
Page 3   6. We note disclosure in the second para graph on page 22 that the Purchaser
reserves the right to transfer or assign to one or more of  its affiliates the right to
purchase all or any portion of the Shares tende red in the Offer.  Please note that if
the Purchaser does so, the entity to whic h the right is assigned may need to be
added as a filing person on the Schedule TO-T .  This in turn may necessitate an
extension of the offer period and may require the Offer to Purchase to be revised to provide all of the disclosure required by Schedule TO as to that entity.  Please
confirm your understanding in  your response letter.
 Miscellaneous, page 24

7. The disclosure here states that the Offer is not being made to (nor will tenders be
accepted from or on behalf of) Shareholde rs in any jurisdic tion in which the
making of the Offer or the acceptance ther eof would not be in compliance with
the laws of such jurisdiction.  As you are aware, Rule 14d-10(a )(1) requires that
all holders of Shares be permitted to partic ipate in the Offer. This includes holders
of Shares located in jurisdictions outsi de the United States.  While Rule 14d-
10(b)(2) permits you to exclude holders of Shares in a U.S. state where the Purchaser is prohibited fro m making the Offer, the exception is limited.  Please
revise or advise in your response letter as  to your authority for excluding target
holders of Shares not encompasse d within Rule 14d-1(b)(2).

* * *

As appropriate, please amend the filing in  response to these comments.  You may
wish to provide us with mark ed copies of the amended filings to expedite our review.
Please furnish a cover letter with the amended filing 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 the amended filing 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 staf f to be certain that they have provided all
material information to investor s.  Since the bidders are in pos session of all facts relating to
their disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from each of the bidders acknowledging that:
• the bidder is responsible fo r the adequacy and accuracy  of the disclosure in
the filings;

Simon M. Nadler, Esq.
Schulman Rogers Gandal Pordy & Ecker, P.A. October 27, 2009 Page 4
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filings;
and

• the bidder may not assert staff comments as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Divisi on of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of the filing or in response to our comm ents on the filing.
Please direct any questions to me at (202) 551-3444.  You may also contact me
via facsimile at (202) 772-9203.  Please send all correspondence to me at the following
ZIP code:  20549-3628.         S i n c e r e l y ,            P e r r y  J .  H i n d i n         S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions

June 3, 2008

 Mail Stop 4561
 Mr. Robert E. Bowers Chief Financial Officer Piedmont Office Realty Trust, Inc. 6200 The corners Parkway Ste. 500 Norcross, GA 30092
 RE:  Piedmont Office Realty Trust, Inc.
Form 10-K for the period ended December 31, 2007
  Filed March 26, 2008   File No. 0-25739

Dear Mr. Bowers:
We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

       S i n c e r e l y ,
   Daniel L. Gordon Branch Chief

CORRESP
1
filename1.htm

SEC Response Letter

 VIA EDGAR AND OVERNIGHT MAIL

 May 29, 2008

 Mr. Daniel L. Gordon

 Branch Chief, Division of Corporation Finance

 Mail Stop 4561

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-4561

 Re. Piedmont Office Realty Trust, Inc.

 Form 10-K for the year ended December 31, 2007

 Filed March 26, 2008

 File No. 0-25739

 Dear Mr. Gordon:

 This letter is submitted in response to your letter dated May 15, 2008 regarding the comments of the Securities and Exchange Commission Staff (the
“Staff”) related to the above-referenced filing.

 In instances where management has determined that clarification would enhance reporting for
Piedmont Office Realty Trust, Inc. (“Piedmont” or “the Company”), we have indicated that such modifications will be made in future filings. We welcome the opportunity to discuss this with you and are available to do so at
(770) 325- 3700.

 For your convenience, we have listed the responses in the same order as the comments were presented in the Staff’s letter and
have repeated each comment prior to the response.

 Properties, page 23

 Comment:

1.
In subsequent filings, please include disclosure of a year to year comparison of the average rents for your properties. In addition, please disclose the prior period occupancy rate
when disclosing current occupancy rates in this section.

 Response:

 In future filings we intend to incorporate a year to year comparison of the average rents for our properties and to additionally disclose the prior period occupancy rate when disclosing current occupancy rates in this
section in our future periodic SEC filings under the Securities Exchange Act of 1934 within Item 102 Description of Property.

 Notes to Consolidated Financial Statements

 Note 3. Internalization Transaction, page F-15

 Comment:

2.
Please clarify how you applied the guidance in EITF 04-1 in determining that the measurement of the amount to allocate and expense as the settlement of the in-place agreements with
the advisor in connection with the business combination was zero. Your response should include how you determined the (a) component and the (b) component as described in the fourth paragraph of EITF 04-1.

 Response:

 EITF 04-1 requires the effective settlement of an
executory contract in a business combination as a result of a pre-existing relationship be measured at the lesser of (a) the amount by which the contract is favorable or unfavorable from the perspective of the acquirer when compared to pricing
for current market transactions for the same or similar items or (b) any stated settlement provisions in the contract available to the counterparty to which the contract is unfavorable. To the extent that a stated settlement amount is less than
the off-market component of the contract, the difference should be included as part of the business combination.

 We have considered EITF 04-1 in
connection with the Internalization transaction as follows:

 Section 4.2 of the Articles of Incorporation that were in place prior to the consummation
of the Internalization Transaction and the amendment of the Articles of Incorporation in connection therewith required our Independent Directors to review the fees and expenses paid by the Company under the Asset Advisory, Property Management, and
Acquisition Advisory Agreements (the “Agreements”) with the advisor at least annually to determine that the expenses incurred were reasonable in light of the investment performance of the Company, its Net Assets, its Net Income and the
fees and expenses of other comparable unaffiliated REITs. Such information, including market comparables, was presented to the Independent Directors on an annual basis and the fees paid to the advisor under the Agreements which were acquired as part
of the Internalization were consistently determined to be at market rates. As such, component (a) of the fourth paragraph of EITF 04-1 was determined to be zero. The Agreements contained subordinated disposition fees that would have been due to
the advisor in the event of a listing on a national or over-the-counter exchange or in the event of an orderly liquidation of the portfolio. These settlement amounts were quantified at the time of the Internalization Transaction as approximately
$12,000,000; consequently, component (b) was determined to be $12,000,000. Therefore, component (a) was determined to be the lesser of the two components. As a result, the effective settlement of the executory contracts acquired in the
business combination was determined to be $0.

 Exhibits 31.1 and 31.2

 Comment:

3.
 We note that the certifications are not in the proper form. For examples, other than in paragraph 1, the report should be referred to as this report, not this
annual report; and parenthetical disclosure should not be omitted from paragraph 5. The required certifications must be in the exact form prescribed; the wording of the required certifications may not be changed in any respect. Accordingly, in
future filings please ensure that the certifications of

 2

your current Principal Executive Officer and Principal Financial Officer [are] in [the] form currently set forth in Item 601(b)(31) of Regulation S-K.

 Response:

 We will compare the certifications to the
form currently set forth in Item 601(b)(31) of Regulation S-K and ensure that they are in correct form in future filings.

 In addition, pursuant to
the Staff’s letter, the Company hereby acknowledges the following:

•

 Piedmont is responsible for the adequacy and accuracy of the disclosures provided in the above-referenced filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the above-referenced
filing; and

•

 Piedmont may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 Sincerely,

 /s/ Robert E. Bowers

 Robert E. Bowers

 Principal Financial Officer

 of Piedmont Office Realty Trust, Inc.

 CC: Mr. Donald A. Miller,
President, Principal Executive Officer and Director

 Mr. William H. Demarest IV, Securities and Exchange Commission

 Mr. Brent D. Wyper, Ernst & Young LLP

 Mr. John J. Kelley, King & Spalding, LLP

 3

Mail Stop 4561         May 15, 2008
Via U.S. Mail and Fax (770) 243-8294

Mr. Robert E. Bowers
Chief Financial Officer Piedmont Office Realty Trust, Inc. 6200 The corners Parkway Ste. 500 Norcross, GA 30092
 RE:  Piedmont Office Realty Trust, Inc.
Form 10-K for the period ended December 31, 2007
  Filed March 26, 2008   File No. 0-25739

Dear Mr. Bowers:
 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 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.    Properties, page 23

1. In subsequent filings, please include disclosure of a year to year comparison of the
average rents for your properties.  In addition, please disclose the prior period occupancy rate when disclosing current occupancy rates in this section.

Mr. Robert E. Bowers
Piedmont Office Realty Trust, Inc. May 15, 2008 Page 2  Notes to Consolidated Financial Statements

 Note 3. Internalization Transaction, page F-15

2. Please clarify to us how you applied the guidance in EITF 04-1 in determining that the
measurement of the amount to allocate and expense as the settlement of the in-place agreements with the advisor in connection with the business combination was zero. Your response should include how you determined the (a) component and the (b) component as described in the fourth paragraph of EITF 04-1.
 Exhibits 31.1 and 31.2

3. We note that the certifications are not in the proper form.  For example, other than in
paragraph 1, the report should be referred to as this report, not this annual report; and paranthetical disclosure should not be omitted from paragraph 5.  The required certifications must be in the exact form prescribed; the wording of the required certifications may not be changed in any respect.  Accordingly, in future filings please ensure that the certifications of your current Principal Executive Officer and Principal Financial Officer in the form currently set forth in Item 601(b)(31) of Regulation S-K.

*    *    *    *

 As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  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 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 filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment 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.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

Mr. Robert E. Bowers
Piedmont Office Realty Trust, Inc. May 15, 2008 Page 3  ‚ the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in our review of your
filing or in response to our comments on your filing.     You may contact William Demarest, Sta ff Accountant at 202-551-3432 or me at 202-
551-3486 if you have questions regarding comments on the financial statements and related matters.  Please contact Duc Dang, Staff Atto rney at 202-551-3386 with any other questions.

Sincerely,

Daniel L. Gordon Branch Chief

Mail Stop 4561

October 11, 2007
 Donald Miller Chief Executive Officer Piedmont Office Realty Trust, Inc. 6200 The Corners Parkway, Suite 500  Norcross, GA  30092
Re: Piedmont Office Realty Trust, Inc.

Preliminary Proxy Statement on Schedule 14A    Registration No. 0-25739 Filed on October 2, 2007

Dear Mr. Miller:
This is to advise you that we have reviewed your Preliminary Proxy Statement on
Schedule 14A, filed on October 2, 2007, and have the following comment:   1. In support of your proposal to amend your charter to extend the Liquidation Date, you
discuss the board’s determination that delaying the listing and concurrent offering of the common stock would be in the best interest of the company and its shareholders.  Please revise to discuss whether your board considered listing the shares without doing a concurrent offering and, if so, why the board rejected this alternative.

All persons who are by statute responsible for the adequacy and accuracy of the
information statement are urged to be certain that all information required pursuant to the Securities Exchange Act of 1934 has been included.
If you have any questions, please call Angela  McHale at (202) 551-3402 or the undersigned
at (202) 551-3780.
Sincerely,

Karen J. Garnett Assistant Director

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
	March 7, 2007

By Facsimile 202.739.3001 and U.S. Mail

David A. Sirignano
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, D.C. 20004

RE:	Wells Real Estate Investment Trust, Inc.
	Schedule TO-T filed on February 27, 2006
	by Madison Investment Trust Series 79, et al.
	File No. 005-80150

Dear Mr. Sirignano:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your documents 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 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. Please revise to include the financial statements of the filing
persons. In the alternative, provide us with an analysis for why
financial statements are not material in the context of the offer.
Please be aware that adding new, material information in an
amended
filing may require dissemination of that information to unit
holders
and an extension of the offer.

Introduction, page 8

2. Please confirm that you will update your offer to reflect the
recently paid dividend.

3. You state that tendering security holders will not have to pay
brokerage fees or commissions.  Will you reimburse tendering
security
holders for any such fees if their shares are held and tendered
through a broker?  If not, please revise.

Establishment of the offer price, page 9

4. Expand your disclosure to quantify the liquidity discount and
clarify how that discount was determined.

Terms of the Offer, page 10
5. You indicate here and on page 14 that payment will be made for
tendered units following confirmation from the Corporation of the
transfer of the units.  Revise to indicate when you might expect
to
receive such confirmation, what limitations on transfers exist and
how such limitations may impact your ability to satisfy your
prompt
payment obligation. Please explain why you believe a delay
relating
to the Corporation`s confirmation is consistent with your prompt
payment obligation.

Determination of Validity, page 12

6. We note your statement in several places that your
determination
regarding the terms and conditions "will be final and binding."
This
statement creates the impression that holders have no legal
recourse
regarding the terms of the offer.  Please revise this sentence to
more precisely define its scope.  It appears that your
interpretation
of the terms of the tender offer may not necessarily be final and
binding on all persons.  For example, while you may assert an
offer
condition when it is triggered, when parties contest asserted
conditions, the judgments of courts of law are generally
considered
final and binding in such matters.

Conflicts of Interest, page 16

7. You disclose that the Depository is an affiliate of some of the
Purchasers and there may be some inherent conflicts of interest.
Please revise to summarize the conflicts of interest.

Source of Funds, page 17

8. Please identify the "members" and provide a description of the
terms of your financing arrangements with them.  Refer to Item
1007(a) of Regulation M-A.  Additionally, provide us with your
analysis regarding why these members should not be viewed as
bidders
in the offers as a result of the direct financing they will
provide.
We note that "members" have made agreements to contribute to the
financing of the offer.  We believe that these agreements should
be
filed as exhibits pursuant to Item 1016(d)

Closing Information

      Please amend your filing to comply with our comments.  If
you
do not agree with a comment, please tell us why in your response.
If
the information you provide in response to our comments materially
changes the information that you have already provided to unit
holders, disseminate the revised materials in a manner reasonably
calculated to inform them of the new information.  Depending upon
your response to these comments, a supplement may need to be sent
to
unit holders.

      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 Purchaser is in possession of all
facts relating to its disclosure, it is responsible for the
accuracy
and adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide,
in writing, a statement from purchaser acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3345.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

								Sincerely,

								Michael Pressman
								Special Counsel
								Office of Mergers &
Acquisitions

March 7, 2007

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

December 21, 2004

By Facsimile and U.S. Mail

Paul J. Derenthal, Esq.
Derenthal & Dannhauser LLP
One Post Street, Suite 575
San Francisco, CA 94104

	Re:	Wells Real Estate Investment Trust, Inc.
		Schedule TO-T, Amendment No. 2 Filed December 13, 2004
 	      Filed by Sutter Opportunity Fund 3, LLC; Sutter Capital
      	Management, LLC and Robert E. Dixon

Dear Mr. Derenthal:

	We have the following comments on the above-referenced
filing:

Schedule TO-T

1. Provide the following written statement.  See the closing
comments of our November 29, 2004 letter:

In connection with responding to our comments, please provide, in
writing, a statement from the filing persons acknowledging that

*  	the filing persons are responsible for the adequacy and accuracy
	of the disclosure in the filings;

* 	staff comments or changes to disclosure in response to staff
	comments in the filings reviewed by the staff do not foreclose the
	Commission from taking any action with respect to the filing; and
* 	the filing persons may not assert staff comments as a defense in
	any proceeding initiated by the Commission or any person under the
	federal securities laws of the United States.

2. We note the revised disclosure in response to comment 6.  It
appears that you should disclose the fact that shareholders could
receive a higher price by participating in the redemption program.
Revise to disclose this fact or tell us why it is not material.
See Item 1011(b) of Regulation M-A.

3. We note the revised disclosure in response to comment 10 and
reissue the comment.  While we will not object if you recommend
that security holders consult their own tax advisors with respect to
the particular federal income tax consequences of the transaction that
may be applicable to them in their unique situation, you may not
state that they "should" do so.  Revise the disclosure
accordingly.

4. We reissue comment 13.  Revise condition (a) to specify or
generally describe the benefits of the offer to you so that
security holders will have the ability to objectively determine whether
the condition has been triggered.  It appears that the concern
highlighted in your response letter is addressed in other
conditions to the offer.

      Respond to our comments promptly.  Please furnish a response
letter, keying your response to our comment letter.  You should
transmit the letter via EDGAR under the label "CORRESP."  In the
even that you believe that compliance with any of the above comments is
inappropriate, provide a basis for such belief to the staff in the
response letter.  Please contact me at (202) 942-1881 if you have
any questions.

Sincerely,

Abby Adams
Special Counsel
Office of Mergers and Acquisitions

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      	July 28, 2005

Mail Stop 4561

VIA U.S. MAIL AND FAX (770) 243-8286

Mr. Leo F. Wells, III
President, Principal Executive Officer and Director
Wells Real Estate Investment Trust, Inc.
6200 The Corners Parkway
Norcross, GA 30092

      Re:	Wells Real Estate Investment Trust, Inc.
      	Form 10-K for the year ended December 31, 2004
      	Filed March 15, 2005
      File No. 0-25739

Dear Mr. Wells:

      We have reviewed your response letter dated June 28, 2005
and
have the following additional comment.  Please be as detailed as
necessary in your explanation.  In our comment, 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 comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Note 2. Summary of Significant Accounting Policies, page F-8

Principles of Consolidation and Basis of Presentation, page F-8
1. Please tell us what consideration you have given to Footnote 11
in
determining whether your joint ventures with affiliates of Wells
Capital, Inc. are variable interest entities under paragraph
5(c)(ii)
of FIN 46(R).

*    *    *    *

      As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comment and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
responses to our comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions, you may contact Eric McPhee at
(202)
551-3693 or me at (202) 551-3486.

Sincerely,

Daniel L. Gordon
Branch Chief

??

??

??

??

Leo F. Wells, III
Wells Real Estate Investment Trust, Inc.
July 28, 2005
Page 1

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Letter of Correspondence

 VIA EDGAR AND OVERNIGHT MAIL

 August 30, 2005

 Mr. Daniel L. Gordon

 Branch Chief, Division of Corporation Finance

 Mail Stop 4561

 U.S. Securities and Exchange Commission

 100 F Street

 Washington, D.C. 20549

Re.
Wells Real Estate Investment Trust, Inc.

Form 10-K for the year ended December 31, 2004

Filed March 15, 2005

File No. 0-25739

 Dear Mr. Gordon:

 This letter is submitted in
response to your letter dated July 28, 2005 regarding the comment provided by the Commission Staff related to the above-referenced filing.

 In instances where management has determined that clarification would enhance reporting for Wells Real Estate Investment Trust, Inc. (“Wells REIT”), we have
indicated that such modifications will be made in future filings. We do not believe that the issues raised by your comment rise to a level that would require Wells REIT to file a Form 10-K/A in order to amend its previous Form 10-K filing. We
welcome the opportunity to discuss this with you and are available to do so at (770) 449- 7800.

 Note 2. Summary of Significant Accounting Policies, page F-8

 Principles of Consolidation and Basis of Presentation, page F-8

 Comment:

1.
You have requested us to explain the consideration that we have given to Footnote 11 of FIN 46(R) in determining whether our joint ventures with affiliates of Wells Capital, Inc.
are variable interest entities under paragraph 5(c)(ii) of FIN 46(R).

 Response:

1.
We evaluated footnote 11 of FIN 46(R) and believe that our joint ventures with affiliates Wells Capital, Inc. are not variable interest entities under paragraph 5(c)(ii) of FIN
46(R).

 As background, Wells Capital is a
general partner in certain public limited partnerships (the “Wells Real Estate Funds”, or the “Funds”), that were organized to acquire interests in commercial real estate for long-term investment. To date, 15 Funds have raised
capital (since 1984) for the purpose of making these investments in real estate. The Funds generally do not invest in real properties directly. Instead, Wells REIT has entered into joint ventures with

 certain of the Wells Real Estate Funds (the “Joint Ventures”), in order to make these
investments. The Joint Ventures, which are organized as Georgia general partnerships, were created primarily for the purpose of making the direct investment in commercial real estate assets while providing diversification of the geographic and
tenant credit risk associated with these investments for its partners. None of the partners in any of the Wells Real Estate Funds own greater than a 10% interest therein, such that there are no principal owners of the Funds. Neither the Funds nor
the Joint Ventures have any debt associated with the acquisition or ownership of the real estate investments.

 Governance of the Joint Ventures is shared equally among the general partners, which are comprised of Wells REIT and one or more of the Funds. All major
decisions, including property acquisitions, borrowing funds, changing property managers, and incurring obligations in excess of $15,000, require unanimous vote of the general partners. Wells Capital, Inc. is the corporate general partner of the
Funds, while Wells REIT is governed by its Board of Directors.

 When determining whether the partners in each of the Joint Ventures meet the definition of an “affiliate” under FASB Statement No. 57, we reviewed the governance structure of the Joint Venture partners to determine whether these
Joint Venture partners are controlled by, or under common control with, one another. Wells REIT is controlled by its Board of Directors, the majority of whom are independent directors and are, therefore, not affiliated with the Wells Real Estate
Funds, Wells Capital, Inc. or the third-party limited partners investors in such Funds. Therefore, we do not believe the Joint Venture partners are controlled by, or are under common control with, Wells REIT, therefore, would not be considered
“affiliates” as defined in FASB Statement No. 57. In addition, based upon the governance and ownership structures of the Joint Ventures, we do not believe that any of the other conditions set forth in FASB Statement No. 57 (e.g. principal
owners, parent-subsidiary relationships, immediate family, etc.) have been met such that the general partners of the Joint Ventures would be deemed related-parties for purposes of applying paragraph 5(c)(ii) of FIN 46(R).

 Based upon this analysis and the factors described in our prior response,
although the voting rights of the general partners are disproportionate to their obligations to absorb losses or rights to received residual returns of these Joint Ventures, we do not believe that substantially all of the activities of the Joint
Ventures involve or are conducted on behalf of investors with disproportionately few voting rights. Therefore, we have concluded that such joint ventures do not fall within the definition of a VIE and, therefore, are not subject to consolidation
under the provisions of FIN 46(R).

 We have determined that
additional clarification to our disclosures would enhance reporting for Wells REIT. Accordingly, we intend to incorporate the following disclosure in our future periodic SEC filings under the Securities Exchange Act of 1934 within the footnotes,
Summary of Significant Accounting Policies, Principles of Consolidation and Basis of Presentation section (Note: our intended revised wording is underlined below):

 We have adopted the provisions of Financial Accounting Standards Board Interpretation No. (“FIN”) 46(R),
Consolidation of Variable Interest Entities, which supersedes FIN 46 and is an interpretation of ARB No. 51, Consolidated Financial Statements. FIN 46(R) requires the identification and consolidation of variable interest entities (“VIEs”),
which are defined as entities with a level of invested equity insufficient to fund future activities on a stand alone basis, or whose equity holders lack certain characteristics of a controlling financial interest.

 2

 Wells REIT has interests in certain unconsolidated joint venture partnerships (Note 3). The joint venture
partners of our unconsolidated joint ventures have disproportionate voting rights for certain major decisions relative to their obligations to absorb expected losses and rights to receive residual returns of the venture. However, management has
evaluated such joint ventures and determined that they are not VIEs under the provisions of FIN 46(R) because not substantially all of the activities of the joint ventures are conducted on behalf a joint venture partner with disproportionately few
voting rights. We have also evaluated whether our joint venture partners are related parties, as defined in FIN 46(R) and SFAS No. 57. Our joint venture partners are organized as limited partnerships and share common general partners. Based upon
the governance and ownership structure of Wells REIT and its Joint Venture partners, we have concluded that our joint venture partners are not under common control or management with Wells REIT and, therefore, are not related parties.
Accordingly, the adoption of FIN 46(R) did not result in the consolidation of any previously unconsolidated entities.

 We would like to acknowledge the following to the Commission with respect to the above-referenced filing and the comments of the Commission Staff related thereto:

•

Wells REIT is responsible for the adequacy and accuracy of the disclosures provided in the above-referenced filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the above-referenced filing; and

•

Wells REIT may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Sincerely,

 /s/ Douglas P. Williams

 Douglas P. Williams

 Principal Financial Officer

of Wells Real Estate Investment Trust, Inc.

CC:

Mr. Leo F. Wells, President, Principal Executive Officer

Mr. Robert E. Bowers, Chief Financial Officer of Wells Capital, Inc.

Mr. Eric McPhee, Securities and Exchange Commission

Mr. Mark R. Kaspar, Ernst & Young LLP

Mr. Donald Kennicott, Holland & Knight, LLP

 3

CORRESP
1
filename1.htm

Letter Of Correspondence

 VIA EDGAR AND OVERNIGHT MAIL

 July 28, 2005

 Mr. Daniel L. Gordon

 Branch Chief, Division of Corporation Finance

 Mail Stop 0409

 U.S. Securities and Exchange Commission

 100 F Street

 Washington, D.C. 20549

Re.
Wells Real Estate Investment Trust, Inc.

 Form 10-K for
the year ended December 31, 2004

 Filed March 15, 2005

 File No. 0-25739

 Dear Mr. Gordon:

 I am writing to inform you of our intention to respond, by August 31, 2005, to the
comments provided to us by the Staff of the Commission in the letter dated July 28, 2005 related to the above-referenced filing.

 Very truly yours,

 /s/ Douglas P. Williams

 Douglas P. Williams

 Principal Financial Officer

 of Wells Real Estate Investment Trust, Inc.

CC:
Mr. Leo F. Wells, President, Principal Executive Officer and Sole Director of Wells Capital, Inc.

 Mr. Robert E. Bowers, Chief Financial Officer

 Mr. Mark R. Kaspar, Ernst & Young LLP

 Mr. Donald Kennicott, Holland & Knight, LLP

 Mr. Eric McPhee, Securities and Exchange Commission

CORRESP
1
filename1.htm

Correspondence

 June 28, 2005

 Mr. Daniel L. Gordon

 Branch Chief, Division of Corporation Finance

 Mail Stop 0409

 U.S. Securities and Exchange Commission

 100 F Street

 Washington, D.C. 20549

Re.
Wells Real Estate Investment Trust, Inc.

 Form 10-K for
the year ended December 31, 2004

 Filed March 15, 2005

 File No. 0-25739

 Dear Mr. Gordon:

 This letter is submitted in response to your letter dated May 31, 2005 regarding the
comments of the Commission Staff related to the above-referenced fling. Our responses are set forth below in numerical order corresponding to the numbered comments in your letter.

 In instances where management concurs that clarification would enhance reporting for Wells Real Estate Investment Trust, Inc. (“Wells
REIT”), we have indicated that such modifications will be made in future filings. We believe that the issues raised by your comments do not raise to a level which would require Wells REIT to file a Form 10-K/A to amend its previous Form 10-K.
We welcome the opportunity to discuss your comments and are available to do so at (770) – 449-7800.

 Note 2. Summary of Significant Accounting Policies, page F-8

 Principles of Consolidation and Basis of Presentation, page F-8

 Comment:

1.
You have requested us to explain how we determined that each of our joint ventures with affiliates of Wells Capital, Inc. are not considered variable interest entities in accordance
with paragraph 5 of FIN 46(R), and further noted that it appears that our voting rights are not proportional to our obligations to absorb expected losses or rights to receive residual returns of the entity with regard to paragraph 5(c).

 Response:

 We make certain investments in joint ventures, which are designed to acquire and operate commercial office buildings. The entities that own these office
buildings are organized in the legal form of general partnerships, whereby each of the venturers retains an ownership interest and is allocated profits, losses and cash flows of the joint venture based upon their respective ownership interests
(which are determined based upon their relative capital contributions to the entity). As is common with real estate joint ventures of this type, major decisions are required to be approved unanimously by all of the venturers. Consequently, the
venturers’ voting rights are not proportional to their obligation to absorb expected losses or receive the expected residual returns, or both, as set forth in FIN 46(R), paragraph 5(c)(i).

 When determining whether joint ventures are variable interest entities (“VIE”) under FIN 46(R),
paragraph 5(c), we considered the requirement to consolidate the joint ventures only if the conditions set forth in both paragraph 5(c)(i), which is described above, and paragraph 5(c)(ii) are present. The condition set forth in paragraph
5(c)(ii) requires that “substantially all of the entity’s activities (for example, providing financing or buying assets) either involve or are conducted on behalf of an investor that has disproportionately few voting rights”. Under
this provision, we considered certain qualitative factors, including:

•

Whether the joint ventures’ operations are substantially similar in nature to those of the investors with disproportionately fewer voting rights-

 The operations of the joint ventures (i.e. to own and operate income- producing commercial properties for investment purposes) are substantially
similar to those of each venturer. Accordingly, there is no unique correlation between the operations of the joint venture and the operations of venturers having disproportionately fewer voting rights, as compared to venturers having
disproportionately greater voting rights;

•

Whether the joint ventures’ operations are more important to certain investors with disproportionately fewer voting rights-

 The importance of the joint ventures’ operations relative to the ventures will vary based on the volume of total operations for the respective
venturers. Total operations for the venturers are dependent on many factors, including the number of properties owned, leasing activity, etc. In our case, due to the size of Wells REIT relative to the other ventures, the results of operations of the
joint ventures are less important to Wells REIT, which is most cases has disproportionately fewer voting rights than the other ventures;

•

The kinds of decisions in which venturers with disproportionately fewer voting rights participate and the extent of their participation-

 Major decisions, which include, among other things, property acquisitions, borrowings funds, changing property managers, incurring obligations in
excess of $15,000, etc., must be approved unanimously by all of the venturers. Accordingly, there is no unique correlation between the participation in major decisions by venturers having disproportionately fewer voting rights, as compared to
venturers having disproportionately greater voting rights; and

•

Whether investors with disproportionately fewer voting rights are obligated to fund operating losses of the entity, or if the entity is economically dependent on such venturers-

 Each venturer, including those with disproportionately fewer voting rights, is obligated to fund the losses of the joint
venture equal to its respective ownership interest without regard to voting rights. None of the ventures are economically dependent upon an individual venturer. Accordingly, there is no unique correlation between the obligations to fund losses or
economic dependence of venturers having disproportionately fewer voting rights, as compared to venturers having disproportionately greater voting rights.

 In summary, the qualitative analysis above illustrates that not substantially all of the joint ventures’ activities involve or are conducted on
behalf of investors with disproportionately fewer voting rights. Therefore, we have concluded that such joint ventures do not fall within

 2

the definition of a VIE and, therefore, are not subject to consolidation under the provisions of FIN 46(R).

 We have determined that additional clarification to our disclosures would
enhance reporting for Wells REIT. Accordingly, we intend to incorporate the following disclosure in our future periodic SEC filings under the Securities Exchange Act of 1934 within the footnotes, Summary of Significant Accounting Policies,
Principles of Consolidation and Basis of Presentation section (Note: Our intended revised wording is underlined below):

 We have adopted the provisions of Financial Accounting Standards Board Interpretation No. (“FIN”) 46(R), Consolidation of Variable Interest
Entities, which supersedes FIN 46 and is an interpretation of ARB No. 51, Consolidated Financial Statements. FIN 46(R) requires the identification and consolidation of variable interest entities (“VIEs”), which are defined as entities with
a level of invested equity insufficient to fund future activities on a stand alone basis, or whose equity holders lack certain characteristics of a controlling financial interest.

 Wells REIT has interests in certain unconsolidated joint venture partnerships
(Note            ). The joint venture partners of the unconsolidated joint ventures in which Wells REIT owns an interest have disproportionate voting rights for certain major decisions
relative to their obligations to absorb expected losses and rights to receive residual returns of the venture. However, management has evaluated such joint ventures and determined that they are not VIE’s under the provisions of FIN 46(R)
because not substantially all of the activities of the joint ventures are conducted on behalf a joint venture partner with disproportionately fewer voting rights. Accordingly, the adoption of FIN 46(R) did not result in the consolidation of any
previously unconsolidated entities

 Redeemable Common Shares, page F-12

 Comment:

2.
You have requested us to clarify in future filings whether we adopted SFAS 150 by the effective date in reference to paragraph 29 of the statement, and specifically requested that
we explain the consideration given to classifying redeemable common shares as a liability in our consolidated balance sheets.

 Response:

 We adopted SFAS 150
effective July 1, 2003. Further, we agree that clarification to our future disclosures would enhance reporting for Wells REIT. Accordingly, we intend to incorporate the following revised disclosures in our future periodic SEC filings under the
Securities Exchange Act of 1934 within the footnotes, Summary of Significant Accounting Policies, Redeemable Common Shares section (Note: Our intended revised wording is underlined below):

 Wells REIT records redeemable common shares pursuant to Accounting Series
Release No. 268, Presentation in Financial Statements Redeemable Preferred Stock (“ASR 268”). Under ASR 268, redeemable shares where redemptions are outside the control of the issuer are required to be classified as mezzanine or
temporary equity. Therefore, Wells REIT has recorded redeemable common shares as mezzanine equity on the consolidated balance sheet equal to the difference between the aggregate proceeds received from the dividend reinvestment plan in excess of
aggregate payments made to redeem shares pursuant to the share redemption program.

 3

 Effective July 1, 2003, we adopted Statement of Financial Accounting Standard No. 150
“Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“SFAS No. 150”), which requires, among other things, that financial instruments which represent a mandatory obligation of
the company to repurchase its shares be classified as liabilities and reported at settlement value. Wells REIT’s redeemable common shares are contingently redeemable at the option of the holder. As such, SFAS No. 150 is not applicable until
such shares are tendered for redemption by the holder, at which time Wells REIT reclassifies such obligations from mezzanine equity to a liability, based upon their respective settlement values.

 We would like to acknowledge the following to the Commission with respect to the
above-referenced filing and the comments of the Commission Staff related thereto:

•

Wells REIT is responsible for the adequacy and accuracy of the disclosures provided in the filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the above-referenced filing; and

•

Wells REIT may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 /s/ Douglas P. Williams

 Principal Financial Officer

 of Wells Real Estate Investment Trust, Inc.

CC:
Mr. Eric McPhee, Securities and Exchange Commission

 Mr.
Leo F. Wells, President, Principal Executive Officer

 Mr. Robert E. Bowers, Chief Financial Officer of Wells Capital, Inc.

 Mr. Mark R. Kaspar, Ernst & Young LLP

 Mr. Donald Kennicott, Holland & Knight, LLP

 4

CORRESP
1
filename1.htm

Correspondence Letter

 June 3, 2005

 Mr. Daniel L. Gordon

 Branch Chief, Division of Corporation Finance

 Mail Stop 0409

 U.S. Securities and Exchange Commission

 100 F Street

 Washington, D.C. 20549

Re.
Wells Real Estate Investment Trust, Inc.

 Form 10-K for
the year ended December 31, 2004

 Filed March 15, 2005

 File No. 0-25739

 Dear Mr. Gordon:

 I am writing to inform you of our intention to respond, by June 30, 2005, to the comments
provided to us by the Staff of the Commission in the letter dated May 31, 2005 related to the above-referenced filing.

 Very truly yours,

 /S/ Douglas P. Williams

 Principal Financial Officer

 of Wells Real Estate
Investment Trust, Inc.

CC:
Mr. Leo F. Wells, President, Principal Executive Officer and Sole Director of Wells Capital, Inc.

 Mr. Robert E. Bowers, Chief Financial Officer

 Mr. Mark R. Kaspar, Ernst & Young LLP

 Mr. Donald Kennicott, Holland & Knight, LLP

 Mr. Eric McPhee, Securities and Exchange Commission

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
November 29, 2004

By Facsimile and U.S. Mail

Paul J. Derenthal, Esq.
Derenthal & Dannhauser LLP
One Post Street, Suite 575
San Francisco, CA 94104

	Re:	Wells Real Estate Investment Trust, Inc.
		Schedule TO-T filed November 15, 2004
		Schedule TO-T, Amendment No. 1 Filed November 23, 2004
	      Filed by Sutter Opportunity Fund 3, LLC; Sutter Capital
     		Management, LLC and Robert E. Dixon

Dear Mr. Derenthal:

	We have the following comments on the above-referenced
filing:

Schedule TO-T

1. Revise to provide all information required by Items 3 and 5-8
for each person identified in General Instruction C of Schedule TO.
We note, for example, that you have not provided the information for
persons associated with the LLCs, other than Mr. Dixon.

2. Revise the offer to purchase to provide further information
regarding the market price of the securities.  In particular,
disclose more recent information regarding purchases on the Pink
Sheets and under the company`s redemption program, as it appears more
recent information is publicly available.  See Item 2(c) of
Schedule TO and Item 1002(c) of Regulation M-A.

3. Provide the securities ownership of each person identified in
General Instruction C as required by Item 1008(a) of Regulation
M-A.

4. The bidders must satisfy the financial statement requirements
of Item 10 of Schedule TO.  Either revise to include the required
financial information for the bidder or provide us with an
analysis for why its financial statements are not material in the
context of these offers.  Note that a bidder`s financial statements
may be material in a tender offer for less than all outstanding target
securities by non-reporting entities.  Please be aware that adding
new, material information in an amended filing may require
dissemination of that information to security holders and an
extension of the offer.

Offer to Purchase

5. Add disclosure to highlight the potential conflicts of interest
associated with the fact that the purchasers are acting as the
depositary in connection with the offering.  The disclosure on
page 7 does not adequately highlight the risks.

6. We note that the offer to purchase the subject securities for
$7.00 per share net of any dividends paid prior to the expiration
date of the offer.  Revise to clarify that you will amend the
offer to advise security holders of any dividends to be deducted from
the offer price.

7. With a view toward disclosure, tell us whether your offer is
for less than security holders might receive were they to participate
in the issuer`s stock redemption program.  Revise the offer to
briefly describe the redemption program.

8. The purchasers represent that tendering security holders will
not be required to pay selling commissions or transfer fees.
Notwithstanding this disclosure, revise to indicate, if true, that
security holders may be charged a fee by their broker for electing
to participate in your offer.

Establishment of Offer Price, page 7

9. Revise to provide further information regarding how you
established the offer price.  For example, did the prices paid in
the company`s redemption program factor into your decision?  Clarify
the "quantitative and qualitative" factors you considered.

Certain Federal Income Tax Consequences, page 11

10. Revise to eliminate the term "certain" from the heading and to
eliminate the phrase "for general information only." This language
implies that security holders are not entitled to rely on your
disclosure, or that your disclosure is incomplete.  Revise to
describe all material federal income tax consequences of the
transaction or confirm that you have done so.

The Business of the Company, page 12

11. You may not disclaim responsibility for information disclosed
in your document.  Revise the last sentence of this section
accordingly.

Conditions of the Offer, page 13

12. We are unable to locate any disclosure regarding required
regulatory approval or authorization or applicable waiting
periods. Furthermore, the conditions stated in this paragraph
repeat conditions in the paragraphs that follow.  Revise the first
paragraph of the conditions section to eliminate the condition or
otherwise clarify the conditions stated in that section.

13. In paragraph (a) you condition the offer on whether the
"benefit to be derived by the Purchasers as a result of the
transactions contemplated by the Offer" are materially diminished.
Please revise to specify or generally describe the benefits of the
offer to you so that security holders will have the ability to
objectively determine whether the condition has been triggered.

14. A tender offer may be conditioned on a variety of events and
circumstances, provided that they are not within the direct or
indirect control of the bidder, and are drafted with sufficient
specificity to allow for objective verification that the
conditions have been satisfied.  Revise paragraph (e)(v) to clarify
what material changes (positive or negative) in which currency
exchange rates may trigger this condition and to clarify the reference
to "a suspension of a limitation on the markets thereof."  The
condition is too broad.

Closing 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.
Since the filing persons 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.

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that

* the filing persons are responsible for the adequacy and accuracy
of the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing or
in response to our comments on your filing.

       Respond to our comments promptly.  Please furnish a response
letter, keying your response to our comment letter.  You should
transmit the letter via EDGAR under the label "CORRESP."  In the
even that you believe that compliance with any of the above comments
is inappropriate, provide a basis for such belief to the staff in the
response letter.  Please contact me at (202) 942-1881 if you have
any questions.

Sincerely,

Abby Adams
Special Counsel
Office of Mergers and Acquisitions

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Amendement #1Letter

 Wells Real Estate Investment Trust, Inc.

 6200 The Corners Parkway

 Norcross, Georgia 30092-3365

 December 17, 2004

 Division of Corporation Finance

 Securities and
Exchange Commission

 Attn: Abby Adams, Special Counsel – Office of Mergers and Acquisitions

 405 Fifth Avenue, N.W.

 Washington, DC 20549

Re:
Amendment No. 1 to Schedule 14D-9 of Wells Real Estate Investment Trust, Inc.

 Filed December 17, 2004

 Dear Ms. Adams:

 In connection with the filing made by Wells Real Estate
Investment Trust, Inc. (the “Company”) of the Schedule 14D-9 referenced above, please be advised that the Company acknowledges that the disclosure contained in the filing, and the accuracy and adequacy of such disclosure, is the
responsibility of the Company. The Company further acknowledges that the action of the Securities and Exchange Commission (the “Commission”) or the staff of the Commission acting pursuant to delegated authority in acknowledging the
effective date thereof, does not foreclose the Commission from taking any action with respect to the filing, and does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the filing.

 The Company also represents to the Commission that, should the Commission
declare the above-referenced Schedule 14D-9 effective or accelerate the effective date thereof, the Company will not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

WELLS REAL ESTATE INVESTMENT TRUST, INC.

By:

 /s/ Douglas P. Williams

 Douglas P. Williams

 Executive Vice President