SecProbe.io

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 wstr20250515_corresp.htm

 May 15, 2025

 VIA EDGAR

 Office of Real Estate & Construction

 Division of Corporation Finance

 United States Securities and Exchange Commission

 Mail Stop 3561

 100 F Street, N.E.

 Washington, D.C. 20549-3233

 Attention: Ruairi Regan and Pam Howell

 Re:

 Whitestone REIT

 Registration Statement on Form S-3

 File No. 333-287167

 Filed May 9, 2025

 Request for Acceleration of Effective Date

 Dear Mr. Regan and Ms. Howell:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Whitestone REIT (the “Registrant”), hereby requests that the effective date for the Registrant’s Registration Statement on Form S-3 (File No. 333-287167) (the “Registration Statement”) be accelerated so that it will be declared effective at 4:00 p.m. (EDT) on May 19, 2025, or as soon thereafter as is practicable.

 Please contact Richard Mattern of Bass, Berry & Sims PLC at (901) 543-5933 or rmattern@bassberry.com with any questions you may have concerning this letter, or if you require any additional information. Please notify Mr. Mattern when this request for acceleration of effectiveness of the Registration Statement has been granted.

 * * * *

 Very truly yours,

 WHITESTONE REIT

 By: /s/ David K. Holeman

 David K. Holeman

 Chief Executive Officer

 cc: Richard Mattern

 (Bass, Berry & Sims PLC)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 14, 2025

David K. Holeman
Chief Executive Officer
Whitestone REIT
2600 South Gessner, Suite 500
Houston, TX 77063

 Re: Whitestone REIT
 Registration Statement on Form S-3
 Filed May 9, 2025
 File No. 333-287167
Dear David K. Holeman:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Pearlyne Paulemon at 202-551-8714 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Richard Mattern
</TEXT>
</DOCUMENT>

CORRESP
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April 2, 2024

Via EDGAR Submission and email

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers and Acquisitions

100 F St., NE

Washington, D.C. 20549

			Attn:

			David Plattner

			Re:

			Whitestone REIT

			PRE 14A filed March 18, 2024

			File No. 001-34855

Dear Mr. Plattner,

Whitestone REIT (the “Company”) is submitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated March 29, 2024 (the “Comment Letter”) with respect to the above-referenced Preliminary Proxy Statement on Schedule 14A filed by the Company with the Commission on March 18, 2024 (the “Preliminary Proxy Statement”).

Concurrently with the submission of this letter, the Company is filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system, Amendment No. 1 to the Preliminary Proxy Statement ( “Amendment No. 1”) in response to the Staff’s comments and to reflect certain other changes.

The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below. Capitalized terms used but not defined herein have the meanings given to them in Amendment No. 1. All references to page numbers and captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in Amendment No. 1.

General

1. We note that your preliminary proxy statement was filed under EDGAR tag "PRE 14A," as opposed to EDGAR tag "PREC14A," the latter of which should be used for contested solicitations. Please keep this in mind for future reference, and please ensure that subsequent filings are filed under the correct EDGAR tag.

Response to Comment No. 1

The Company respectfully advises the Staff that Amendment No. 1 has been filed under EDGAR tag PRER14A, and that the Company will ensure the correct EDGAR tagging in future filings.

2. The proxy statement includes conflicting references regarding whether the Company intends to use the "notice and access" method of delivery. Please clarify and ensure consistency throughout the document.

Response to Comment No. 2:

The Company respectfully advises the Staff that it intends to utilize “notice and access”, and has revised the disclosure on page 3 to eliminate the conflicting references.

3. Pages 6 and 16 include references to your Corporate Governance Guidelines' resignation policy that applies during uncontested elections. Please revise to make clear that such policy will not apply to this year's election given that the election is contested.

			2600 S. Gessner, Suite 500 Houston, Texas 77063

			ptropoli@WhitestoneREIT.com
			Writer’s Telephone Number:

			281-979-7116

Response to Comment No. 3

The Company respectfully advises the Staff that it has added additional disclosure on pages 6 and 16 to make it clear that the director resignation policy does not apply in a contested election. Specifically, the Company has noted that “Unless Erez abandons its solicitation or fails to comply with the universal proxy rules, this year’s election will constitute a contested election, and therefore the Director Resignation Policy will not apply.”

4. Please ensure that up-to-date information is provided throughout the proxy statement. For example, it is unclear why December 31, 2022 is referred to in the second paragraph on page 66 and March 31, 2022 is referred to in the second and third paragraphs on page 68.

Response to Comment No. 4

The Company respectfully advises the Staff that it has revised the disclosures on pages 66 and 68 responsive to the Staff’s comments.

5. Please provide disclosure that is fully responsive to Item 4(b) of Schedule 14A.

Response to Comment No. 5

The Company respectfully advises the Staff that it has added additional disclosures on page 7 responsive to the Staff’s comments.

6. We see the note to draft on page 70 indicating that disclosure responsive to Item 5(b) of Schedule 14A is forthcoming. Please ensure that all such required disclosure is included in your proxy statement.

Response to Comment No. 6

The Company respectfully advises the Staff that it has included Appendix B in Amendment No. 1, which contains the requisite disclosures responsive to Item 5(b) of Schedule 14A.

7. The proxy card indicates that the meeting will be held on May 3, 2024, at 9:00 a.m. Central Time, despite such information being omitted everywhere else in the proxy statement. Please advise.

Response to Comment No. 7

The Company respectfully advises the Staff that it has revised the proxy card to remove the date, consistent with the disclosure throughout Amendment No. 1. The Company will include the specific date in its definitive proxy statement.

8. On the proxy card, please list the Erez nominees in alphabetical order by last name. See Rule 14a-19(e)(4).

Response to Comment No. 8

The Company respectfully advises the Staff that it has revised the proxy card to the address Staff’s comments.

9. Please include disclosure regarding the fact that information about the Erez nominees can be found in Erez's proxy statement, which can be accessed, without cost, on the Commission's website. See Item 7(f) of Schedule 14A.

Response to Comment No. 9

The Company respectfully advises the Staff that it has revised the disclosure on pages [(i)] and [(ii)] addressing the availability of information about Erez Nominees.

10. Please disclose how the Company intends to treat proxy authority granted in favor of the Erez nominees if Erez abandons its solicitation or fails to comply with Rule 14a–19. See Item 21(c) of Schedule 14A. Background of the Solicitation, page 10.

			2600 S. Gessner, Suite 500 Houston, Texas 77063

			ptropoli@WhitestoneREIT.com
			Writer’s Telephone Number:

			281-979-7116

Response to Comment No. 10

The Company respectfully advises the Staff that it has revised the disclosure on page 6 in response to the Staff’s comments. Specifically, the Company notes that in the event Erez abandons the solicitation or fails to comply with the universal proxy rules, any votes cast in favor of any Erez Nominee will be disregarded and not be counted, whether such vote is provided on the Company’s WHITE proxy card or Erez’s blue proxy card.

11. Please explain who Mr. Davis and Mr. Shiekman are.

Response to Comment No. 11

The Company respectfully advises the Staff that it has replaced references to Mr. Davis and Mr. Shiekman throughout Amendment No. 1 with “outside counsel for Erez.”

12. Regarding the paragraph that refers to March 7, 2024, please clarify that the Erez press release announced the nomination of its two candidates and that those candidates were Schanzer and Clark. Please also clarify that the Company's press release made no mention of Mr. Winters. Finally, please correct the subsequent paragraph to disclose that Erez filed a "DFAN14A" on March 7, 2024, rather than March 8, 2024, notwithstanding the fact that there may have been a delay in such filing appearing on the SEC's website. Proposal No. 2 - Advisory Vote on Executive Compensation, page 34

Response to Comment No. 12

The Company respectfully advises the Staff that it has revised the disclosure on page 11 in response to the Staff’s comment.

13. We note the following statement: "we expect that, subject to the voting results of Proposal No. 3, the next Say-On-Pay vote will occur at the 2029 Annual Meeting of Shareholders." It is unclear how Proposal No. 3 relates to Proposal No. 2, and it appears that the next say-on-pay vote will occur at the 2025 annual meeting, not 2029. Please revise, or advise.

Response to Comment No. 13

The Company respectfully advises the Staff that it has revised the disclosure on page 34 to state “Say on pay frequency vote will occur next at the 2029 Annual Meeting of Shareholders.”

We thank you for your prompt attention to this letter responding to the Comment Letter and look forward to hearing from you at your earliest convenience. If you have any questions or would like further information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at 281-979-7116.

			Sincerely,

			Peter Tropoli

			General Counsel & Corporate Secretary

			Whitestone REIT

			2600 S. Gessner, Suite 500 Houston, Texas 77063

			ptropoli@WhitestoneREIT.com
			Writer’s Telephone Number:

			281-979-7116

United States securities and exchange commission logo
March 29, 2024
Christopher P. Davis, Esq.
Partner, Kleinberg, Kaplan, Wolff & Cohen, P.C.
Erez REIT Opportunities LP
270 North Avenue, Suite 404
New Rochelle, NY 10801
Re:Erez REIT Opportunities LP
Whitestone REIT
PREC14A filed March 19, 2024
Filed by Erez REIT Opportunities LP et al.
File No. 001-34855
Dear Christopher P. Davis:
            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 these comments by providing the requested information or advise us as
soon as possible when you will respond. 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.
PREC14A filed March 19, 2024
General
1.Please use page numbers in the filing.
2.Please mark as preliminary the form of proxy. See Rule 14a-6(e)(1).
3.On the proxy card, please list the Erez Nominees in alphabetical order by last name. See
Rule 14a-19(e)(4).
4.Please disclose that the Trust's proxy statement can be accessed, without cost, on the
Commission's website. See Item 7(f) of Schedule 14A.
5.On the third page, we note the following disclosure: "The Participants represent that they
intend to, or are part of a group which intends to, (i) deliver a proxy statement and form of
proxy to holders of at least the percentage of the Trust’s outstanding capital stock required

 FirstName LastNameChristopher P. Davis, Esq.
 Comapany NameErez REIT Opportunities LP
 March 29, 2024 Page 2
 FirstName LastNameChristopher P. Davis, Esq.
Erez REIT Opportunities LP
March 29, 2024
Page 2
to elect the Erez Nominees at the Annual Meeting and (ii) solicit the holders of common
shares representing at least 67% of the voting power of common shares entitled to vote on
the election of trustees in support of the Erez Nominees." Please clarify the meaning of,
and reason for including, the first prong of that statement. Please note that you should
deliver a universal proxy card to shareholders representing at least 67% of the voting
power. See Question 139.06 (December 6, 2022) of the Compliance and Disclosure
Interpretations for Proxy Rules and Schedules 14A/14C.
Background to the Solicitation
6.Please define "Nomination Letter." Please also, for the January 30 and February 1 entries,
change the verb tense for clarity.
7.Please provide additional detail regarding the following statement: "Between February 7,
2024 and February 22, 2024, an advisor to Erez emailed an advisor to the Trust requesting
to connect."
Quorum; Broker Non-Votes; Discretionary Voting
8.We note the references in this section to brokerage accounts receiving materials "only
from one of the Trust or Erez." It is our understanding that the reference to Erez may be
misplaced, for two reasons: (i) the Trust is likely to solicit all shareholders and (ii) even if
the Trust does not solicit certain brokerage accounts, the relevant brokers may not be able
to exercise discretionary authority under NYSE Rule 452 in such circumstances. Please
revise, or advise.
Additional Participant Information
9.We note the following disclosure: "...incorporated herein by reference to the Trust’s proxy
statement on Schedule 14A filed with the SEC on March 31, 2023... ." Such disclosure
appears to be potentially inconsistent with disclosure in the "Certain Additional
Information" section, and also appears to be inconsistent with Rule 14a-5(c), which refers
to the omission of information contained in other proxy soliciting material furnished "in
connection with the same meeting or subject matter." Please revise, or advise.
Schedule I
10.Please reconcile the reference to October 3, 2023, in this schedule with the reference to
October 2, 2023, in the "Background to the Solicitation" section. Please also ensure the
accuracy and completeness of all transactions reported in Schedule I.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to David Plattner at 202-551-8094.

 FirstName LastNameChristopher P. Davis, Esq.
 Comapany NameErez REIT Opportunities LP
 March 29, 2024 Page 3
 FirstName LastName
Christopher P. Davis, Esq.
Erez REIT Opportunities LP
March 29, 2024
Page 3
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions

United States securities and exchange commission logo
March 28, 2024
Peter Tropoli
General Counsel & Corporate Secretary
Whitestone REIT
2600 S. Gessner Road, Suite 500
Houston, TX 77063-3223
Re:Whitestone REIT
PRE 14A filed March 18, 2024
File No. 001-34855
Dear Peter Tropoli:
            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 these comments by providing the requested information or advise us as
soon as possible when you will respond. 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.
Preliminary Proxy Statement filed March 18, 2024
General
1.We note that your preliminary proxy statement was filed under EDGAR tag "PRE 14A,"
as opposed to EDGAR tag "PREC14A," the latter of which should be used for contested
solicitations. Please keep this in mind for future reference, and please ensure that
subsequent filings are filed under the correct EDGAR tag.
2.The proxy statement includes conflicting references regarding whether the Company
intends to use the "notice and access" method of delivery. Please clarify and ensure
consistency throughout the document.
3.Pages 6 and 16 include references to your Corporate Governance Guidelines' resignation
policy that applies during uncontested elections. Please revise to make clear that such
policy will not apply to this year's election given that the election is contested.
4.Please ensure that up-to-date information is provided throughout the proxy statement. For
example, it is unclear why December 31, 2022 is referred to in the second paragraph

 FirstName LastNamePeter Tropoli
 Comapany NameWhitestone REIT
 March 28, 2024 Page 2
 FirstName LastNamePeter Tropoli
Whitestone REIT
March 28, 2024
Page 2
on page 66 and March 31, 2022 is referred to in the second and third paragraphs on page
68.
5.Please provide disclosure that is fully responsive to Item 4(b) of Schedule 14A.
6.We see the note to draft on page 70 indicating that disclosure responsive to Item 5(b) of
Schedule 14A is forthcoming. Please ensure that all such required disclosure is included in
your proxy statement.
7.The proxy card indicates that the meeting will be held on May 3, 2024, at 9:00 a.m.
Central Time, despite such information being omitted everywhere else in the proxy
statement. Please advise.
8.On the proxy card, please list the Erez nominees in alphabetical order by last name. See
Rule 14a-19(e)(4).
9.Please include disclosure regarding the fact that information about the Erez nominees can
be found in Erez's proxy statement, which can be accessed, without cost, on the
Commission's website. See Item 7(f) of Schedule 14A.
10.Please disclose how the Company intends to treat proxy authority granted in favor of the
Erez nominees if Erez abandons its solicitation or fails to comply with Rule 14a–19.
See Item 21(c) of Schedule 14A.
Background of the Solicitation, page 10
11.Please explain who Mr. Davis and Mr. Sheikman are.
12.Regarding the paragraph that refers to March 7, 2024, please clarify that the Erez press
release announced the nomination of its two candidates and that those candidates were
Schanzer and Clark. Please also clarify that the Company's press release made no mention
of Mr. Winters. Finally, please correct the subsequent paragraph to disclose that Erez filed
a "DFAN14A" on March 7, 2024, rather than March 8, 2024, notwithstanding the fact that
there may have been a delay in such filing appearing on the SEC's website.
Proposal No. 2 - Advisory Vote on Executive Compensation, page 34
13.We note the following statement: "we expect that, subject to the voting results of Proposal
No. 3, the next Say-On-Pay vote will occur at the 2029 Annual Meeting of Shareholders."
It is unclear how Proposal No. 3 relates to Proposal No. 2, and it appears that the next say-
on-pay vote will occur at the 2025 annual meeting, not 2029. Please revise, or advise.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to David Plattner at 202-551-8094.

 FirstName LastNamePeter Tropoli
 Comapany NameWhitestone REIT
 March 28, 2024 Page 3
 FirstName LastName
Peter Tropoli
Whitestone REIT
March 28, 2024
Page 3
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions

United States securities and exchange commission logo
March 11, 2024
Peter Tropoli
General Counsel & Corporate Secretary
Whitestone REIT
2600 S. Gessner Road, Suite 500
Houston, TX 77063-3223
Re:Whitestone REIT
DEFA14A filed March 7, 2024
File No. 001-34855
Dear Peter Tropoli:
            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 comment 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.
DEFA14A filed March 7, 2024
General
1.Communications made in reliance on Rule 14a-12 must identify the participants in the
solicitation and describe the participants’ “direct or indirect interests.” Please note that
the legend must advise security holders where they can currently obtain such information,
which requirement is not satisfied by including a general reference to filings made by the
soliciting party. In this respect, we note your statements that "[i]nformation regarding
the ownership of the Company’s trustees and executive officers in Company common
shares and other securities is included in their SEC filings on Forms 3, 4, and 5..." and
"[i]nformation can also be found in the Company’s other SEC filings, including the
Company’s Annual Report on Form 10-K." Please revise to provide more specific
references. Refer to Rule 14a-12(a)(1)(i) and Question 132.03 of the Compliance and
Disclosure Interpretations for Proxy Rules and Schedules 14A/14C, available
at https://www.sec.gov/corpfin/proxy-rules-schedules-14a-14c-cdi.htm.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 FirstName LastNamePeter Tropoli
 Comapany NameWhitestone REIT
 March 11, 2024 Page 2
 FirstName LastName
Peter Tropoli
Whitestone REIT
March 11, 2024
Page 2
            Please direct any questions to David Plattner at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions

United States securities and exchange commission logo
November 2, 2023
John S. Hogan
Chief Financial Officer
Whitestone REIT
2600 South Gessner, Suite 500
Houston, Texas 77063
Re:Whitestone REIT
Form 10-K for the fiscal year ended December 31, 2022
Filed on March 8, 2023
File No. 001-34855
Dear John S. Hogan:
            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

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October 27, 2023

Via EDGAR Submission and

Overnight Delivery

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F St., NE

Washington, D.C. 20549

			Attn:

			Ameen Hamady

			Isaac Esquivel

			Re:

			Whitestone REIT

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

			Form 8-K filed on August 1, 2023

			File Nos. 001-34855

Dear Mr. Hamady and Mr. Esquivel:

Whitestone REIT (the “Company”) is submitting this letter in response to comments received from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated October 13, 2023 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10−K for the year ended December 31, 2022 (the “Annual Report”) and a Form 8-K filed on August 1, 2023 (the “Form 8-K”). For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced in bold and italics herein with responses immediately following each comment. Capitalized terms used herein but not otherwise defined have the meanings given to them in the Annual Report and the Form 8-K.

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

Schedule III - Real Estate and Accumulated Depreciation, page F-44

			1.

			Please tell us how you complied with footnote 4 to Rule 12-28 of Regulation S-X, or tell us how you determined it was not necessary to furnish a reconciliation for the accumulated depreciation for each of the years in the three year period ended December 31, 2022, similar to the reconciliations of total real estate carrying value as presented on page F-47.

Response to Comment No. 1

The Company respectfully acknowledges the Staff’s comment.  In future filings, the Company confirms that it will furnish the applicable reconciliations required to comply with footnote 4 to Rule 12-28 of Regulation S-X.

Form 8-K filed on August 1, 2023

2023 Full Year Guidance, page 2

			2.

			In your earnings releases and accompanying presentation materials furnished as exhibits to Item 2.02 Forms 8-K for the period ended June 30, 2023, you disclose Full Year 2023 Guidance for your Net Debt to EBITDAre ratio without providing a reconciliation to the most directly related GAAP measure. In future filings, please include such reconciliation or, alternatively, provide a statement that the information could not be presented without unreasonable effort. Refer to Instruction 2 to Item 2.02 of Form 8-K, Item 10(e)(1)(i)(B) of Regulation S-K and Questions 102.10(a) and 102.10(b) of the C&DIs for Non-GAAP Financial Measures.

Response to Comment No. 2

The Company respectfully acknowledges the Staff’s comment and confirms that it will include a reconciliation of the Net Debt to EBITDAre ratio to the most directly comparable GAAP measure in future filings, or it will provide a statement that the information could not be presented without unreasonable effort.

For illustrative purposes, the Company’s expected reporting presentation in earnings materials for the period ending September 30, 2023 is shown below based on the Full Year 2023 Guidance for the Company’s Net Debt to EBITDAre ratio presented in the Company’s earnings materials for the period ended June 30, 2023.  The Company expects that presentations in subsequent periods (when the information can be presented without unreasonable efforts) will include appropriate modifications for the applicable reporting periods.

If you have any questions or would like further information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at (713) 435-2226.

			Sincerely,

			/s/ John S. Hogan

			John S. Hogan

			Chief Financial Officer

United States securities and exchange commission logo
October 13, 2023
John S. Hogan
Chief Financial Officer
Whitestone REIT
2600 South Gessner, Suite 500
Houston, Texas 77063
Re:Whitestone REIT
Form 10-K for the fiscal year ended December 31, 2022
Filed on March 8, 2023
Form 8-K filed August 1, 2023
File Nos. 001-34855
Dear John S. Hogan:
            We have reviewed your filings 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 fiscal year ended December 31, 2022
Schedule III - Real Estate and Accumulated Depreciation, page F-44
1.Please tell us how you complied with footnote 4 to Rule 12-28 of Regulation S-X, or tell
us how you determined it was not necessary to furnish a reconciliation for the
accumulated depreciation for each of the years in the three year period ended December
31, 2022, similar to the reconciliations of total real estate carrying value as presented on
page F-47.
Form 8-K filed on August 1, 2023
2023 Full Year Guidance, page 2
2.In your earnings releases and accompanying presentation materials furnished as exhibits
to Item 2.02 Forms 8-K for the period ended June 30, 2023, you disclose Full Year
2023 Guidance for your Net Debt to EBITDAre ratio without providing a reconciliation to
the most directly related GAAP measure. In future filings, please include such

 FirstName LastNameJohn S. Hogan
 Comapany NameWhitestone REIT
 October 13, 2023 Page 2
 FirstName LastName
John S. Hogan
Whitestone REIT
October 13, 2023
Page 2
reconciliation or, alternatively, provide a statement that the information could not be
presented without unreasonable effort. Refer to Instruction 2 to Item 2.02 of Form 8-K,
Item 10(e)(1)(i)(B) of Regulation S-K and Questions 102.10(a) and 102.10(b) of the
C&DIs for Non-GAAP Financial Measures.
            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 Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
May 18, 2022
David K. Holeman
Chief Executive Officer
Whitestone REIT
2600 South Gessner, Suite 500
Houston, Texas 77063
Re:Whitestone REIT
Registration Statement on Form S-3
Filed May 12, 2022
File No. 333-264881
Dear Mr. Holeman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Victor Rivera Melendez at 202-551-4182 and Ruairi Regan at 202-551-
3269 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       C. Spencer Johnson, III, Esq.

CORRESP
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Document

May 18, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3561

Washington, D.C. 20549

Attention:

Victor Rivera Melendez

Ruairi Regan

Re:

Whitestone REIT

Registration Statement on Form S-3

File No. 333-264881

Request for Effectiveness

Dear Mr. Melendez and Mr. Regan:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Whitestone REIT (the “Registrant”), hereby requests that the effective date for the Registrant’s Registration Statement on Form S-3 (File No. 333-264881) (the “Registration Statement”) be accelerated so that it will be declared effective at 4:00 p.m. (EDT) on May 20, 2022, or as soon thereafter as is practicable.

Please contact Zack Davis of King & Spalding LLP at (404) 572-2770 or zdavis@kslaw.com with any questions you may have concerning this letter, or if you require any additional information. Please notify Mr. Davis when this request for acceleration of effectiveness of the Registration Statement has been granted.

*    *    *    *

Very truly yours,

WHITESTONE REIT

By:  /s/ David K. Holeman

David K. Holeman

Chief Executive Officer

cc:    C. Spencer Johnson III

Zachary J. Davis

(King & Spalding LLP)

United States securities and exchange commission logo
December 28, 2020
David Holeman
Chief Financial Officer
Whitestone REIT
2600 South Gessner, Suite 500
Houston, Texas 77063
Re:Whitestone REIT
Form 10-K for the Fiscal Year Ended December 31, 2019
Form 8-K filed on October 26, 2020
File Nos. 001-34855
Dear Mr. Holeman:
            We have completed our review of your filings.  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

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December 18, 2020

Via EDGAR Submission and

Overnight Delivery

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F St., NE

Washington, D.C. 20549

Attn:    Ameen Hamady, Accountant

Shannon Menjivar, Accountant

Re:       Whitestone REIT

Form 10-K for the Fiscal Year Ended December 31, 2019

Form 8-K filed on October 26, 2020

File Nos. 001-34855

Dear Mr. Hamady and Ms. Menjivar:

Whitestone REIT (the “Company”) is submitting this letter in response to comments received from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated December 10, 2020 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10−K for the year ended December 31, 2019 (the “Annual Report”) and a Form 8-K filed on October 26, 2020 (the “Form 8-K”). For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced in bold and italics herein with responses immediately following each comment. Capitalized terms used herein but not otherwise defined have the meanings given to them in the Annual Report and the Form 8-K.

Form 8-K filed on October 26, 2020

General

1.It appears that you have made adjustments in calculating a non-GAAP measure identified as EBITDA beyond those which are typical (e.g., management fee, net of related expenses, loss on sale or disposal of assets, gain on sale from discontinued operations, net and EBITDA adjustments for real estate partnership). Please revise to present EBITDA or rename the non-GAAP measure you have presented. For additional guidance, refer to question 103.01 of the Compliance and Disclosure Interpretations regarding Non-GAAP Financial Measures.

Mr. Hamady and Ms. Menjivar

December 18, 2020

Page 2

Response to Comment No. 1

Exchange Act Release No. 47226 defines EBITDA as earnings before interest, taxes, depreciation and amortization. It is common in the REIT industry to also exclude additional items such as gains or losses from sales of depreciable real estate property. Since our definition of EBITDA is calculated differently than as defined in Question 103.01, in future filings, we will rename our EBITDA to “EBITDAre”, calculated as defined by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”).  Should the Company present “EBITDA,” it will do so with the typical non-GAAP adjustments as described in Exchange Act Release No. 47226. The Company’s future reporting presentation will also include Adjusted EBITDAre, which we define as EBITDAre – Adjusted.  EBITDAre – Adjusted will exclude charges and gains related to non-cash and non-operating transactions such as share-based compensation, proxy contest fees and management fees, net of related costs.

  For illustrative purposes, the Company’s future reporting presentation is shown below under the caption “Go-Forward Presentation” along with the EBITDA disclosures from the Form 8-K under the caption “As Filed.”  The grey box is presented solely to reconcile the future reporting to the historical reporting and will not be included in future presentations. Future presentations will include appropriate modifications for the applicable reporting periods.

Mr. Hamady and Ms. Menjivar

December 18, 2020

Page 3

Mr. Hamady and Ms. Menjivar

December 18, 2020

Page 4

Mr. Hamady and Ms. Menjivar

December 18, 2020

Page 5

If you have any questions or would like further information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at (713) 435-2227.

    Sincerely,

    /s/ David K. Holeman

    David K. Holeman

    Chief Financial Officer

United States securities and exchange commission logo
December 10, 2020
David Holeman
Chief Financial Officer
Whitestone REIT
2600 South Gessner, Suite 500
Houston, Texas 77063
Re:Whitestone REIT
Form 10-K for the Fiscal Year Ended December 31, 2019
Form 8-K filed on October 26, 2020
File Nos. 001-34855
Dear Mr. Holeman:
            We have limited our review of your filings 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 8-K filed on October 26, 2020
General
1.It appears that you have made adjustments in calculating a non-GAAP measure identified
as EBITDA beyond those which are typical (e.g., management fee, net of related
expenses, loss on sale or disposal of assets, gain on sale from discontinued operations, net
and EBITDA adjustments for real estate partnership). Please revise to
present EBITDA or rename the non-GAAP measure you have presented. For additional
guidance, refer to question 103.01 of the Compliance and Disclosure Interpretations
regarding Non-GAAP Financial Measures.
            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.
            You may contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551-

 FirstName LastNameDavid Holeman
 Comapany NameWhitestone REIT
 December 10, 2020 Page 2
 FirstName LastName
David Holeman
Whitestone REIT
December 10, 2020
Page 2
3856 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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WHITESTONE REIT

2600 South Gessner, Suite 500

Houston, Texas 77063

May 13, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F St. Street, NE

Washington, D.C. 20549

Re:    Whitestone REIT

Registration Statement on Form S-3

Filed on May 17, 2018, as amended by Amendment No. 1 Filed on May 9, 2019

File No. 333-225007

Ladies and Gentleman:

Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, Whitestone REIT (the “Registrant”) hereby requests acceleration of effectiveness of its registration statement on Form S-3, as amended (File No. 333-225007), to 4:00 p.m., Eastern Time, on May 15, 2019 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Morrison & Foerster LLP, by calling David Slotkin at (202) 887-1554. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Securities Act.

Very truly yours,

Whitestone REIT

By:     /s/ David Holeman

Name:     David Holeman

Title:

 Chief Financial Officer

May 10, 2019

Via Email
Mr. David K. Holeman
Chief Financial Officer
Whitestone REIT
2600 South Gessner, Suite 500
Houston, TX  77063

Re: Whitestone REIT
 Form 10-Q
Filed August 9, 2018
File No. 001 -34855

Dear Mr. Holeman :

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/ Isaac Esquivel

Isaac Esquivel
Staff Accountant
Office of Real Estate and
Commodities

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October 25, 2018

Via EDGAR Submission and Overnight Delivery

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Attn: Isaac Esquivel, Accountant

Office of Real Estate & Commodities

RE:     Whitestone REIT

Form 10-Q for the Quarterly Period ended June 30, 2018

Response to Letter Dated October 11, 2018

File No. 001-34855

Dear Mr. Esquivel:

Whitestone REIT (the “Company”) is submitting this letter in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated October 11, 2018 (the “Comment Letter”) with respect to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2018 (the “Quarterly Report”). For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced in bold and italics herein with responses immediately following each comment. Defined terms used but not otherwise defined herein have the meanings given to them in the Quarterly Report.

Note 6. Investment in Real Estate Partnership, page 13

1.

 We note from your response to comment 1 that you do not believe that collection of the consideration owed to you under the Contribution is probable. Please expand to describe to us the following:

a.

 Your consideration of the cash flows, loan-to-value ratios, and other pertinent information for Pillarstone to support your conclusion, in light of the lack of disclosure in Pillarstone’s public filings about uncertainties in its ability to satisfy obligations as they become due.

b.

 Your recourse should Pillarstone, a company majority owned by your CEO, fail to pay amounts owed to you by the agreed-upon date of December 8, 2018.

c.

 Reasons for considering (i) the contingent redemption of Pillarstone OP units and (ii) the assumption of $50.4 million of liabilities in the assessment of probability for

2600 South Gessner Suite 500   Houston, Texas  77063  Toll Free  866.789.7348  Fax 713.465.8847  www.whitestonereit.com

collection of the consideration from Pillarstone, as the redemption does not appear to represent a present obligation from Pillarstone and Pillarstone owes the $50.4 million to other parties and not you.

Response to Comment No. 1 (a)

The Company respectfully advises the Staff that the consideration received by the Company in the Contribution was (a) a promise by Pillarstone Capital REIT Operating Partnership LP (“Pillarstone OP”) to repay the $15.5 million loan to the Company on December 8, 2018; (b) Pillarstone OP Units representing an 81.4% limited partnership equity interest in Pillarstone OP; and (c) the assumption of approximately $50.4 million of liabilities by Pillarstone OP.  The Company did not receive any cash consideration as a result of the Contribution.  The Company’s Pillarstone OP Units contain a put option exercisable at any time that would require Pillarstone OP to redeem the Pillarstone OP Units for cash or, at the option of Pillarstone Capital REIT (“Pillarstone REIT”), common shares of Pillarstone REIT.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that, as of December 31, 2017, March 31, 2018 and June 30, 2018, in determining whether the collection of the consideration owed to the Company pursuant to the Contribution is probable, the Company considered, the following factors:

1.

 Cash Flows and Cash on Hand

◦

 Net cash provided by operating activities of Pillarstone REIT and its subsidiaries (collectively “Pillarstone”).  For the year ended December 31, 2017, the three months ended March 31, 2018, and the six months ended June 30, 2018, Pillarstone generated net cash of approximately $5.9 million, $1.0 million, and $2.0 million, respectively, from operating activities.

◦

 Net cash used in investing activities of Pillarstone.  For the year ended December 31, 2017, the three months ended March 31, 2018, and the six months ended June 30, 2018, Pillarstone used net cash of approximately $1.2 million, $0.6 million, and $1.2 million, respectively, for investing activities.

◦

 Net cash used in financing activities of Pillarstone.  For the year ended December 31, 2017, the three months ended March 31, 2018, and the six months ended June 30, 2018, Pillarstone used net cash of approximately $2.9 million, $0.8 million, and $1.2 million, respectively, for financing activities.  These amounts include required loan principal payments to lenders.

◦

 Cash on hand of Pillarstone.  As of December 31, 2017, March 31, 2018, and June 30, 2018, Pillarstone’s cash on hand was approximately $3.0 million, $2.5 million, and $2.6 million, respectively.

As a result of the foregoing, the Company believes Pillarstone’s cash flows for the remainder of the year and cash on hand will be insufficient to generate cash to repay the entire $15.5 million loan made by the Company to Pillarstone OP by December 8, 2018 and/or to make the payment required should the Company exercise its put option on its Pillarstone OP Units.  As noted in previous communications to the Staff, the $15.5 million loan from the Company to Pillarstone OP was not evidenced by a written agreement and there is no expressed recourse to Pillarstone OP for non-payment.  The Company does not intend to pursue collection of the $15.5 million loan or exercise the put option on its Pillarstone OP Units until Pillarstone has available funds.

2.

 Loan to Value Ratios and Other Pertinent Information

2600 South Gessner Suite 500   Houston, Texas  77063  Toll Free  866.789.7348  Fax 713.465.8847  www.whitestonereit.com

◦

 In addition to the cash flows, the Company considered the following factors in assessing Pillarstone OP’s ability to borrow additional cash from lenders to finance the consideration payable pursuant to the Contribution:

▪

 The debt to value ratio of the Pillarstone Properties, which the Company estimates to be greater than 70%;

▪

 The nature and length of the tenant leases at the Pillarstone Properties, which are mostly local and regional operators with short lengths;

▪

 The lender concentration risk because all the Pillarstone Properties located in Dallas and Houston; and

▪

 The fact that third-party lenders are likely to require additional guarantees beyond the recourse provided by the Pillarstone Properties.  The Company does not believe that a guarantee solely by Pillarstone REIT would be acceptable to lenders.  This is corroborated by the fact that the lenders of the liabilities assumed by Pillarstone OP in connection with the Contribution were unwilling to transfer such liabilities to Pillarstone OP at the time of the Contribution without guarantees by the Company.

As a result of the Company’s experience working with mortgage lenders for the Pillarstone Properties, the Company believes that a combination of the factors indicated above makes it unlikely that such lenders would extend any additional borrowings secured by the Pillarstone Properties to Pillarstone OP.

The Company believes that Pillarstone OP will be required to sell one or more of its properties, and/or raise additional capital from parties other than the Company, in order to satisfy its payment obligations and meet the collectability requirement to the Company.

It is the Company’s intent, currently and since the time of the Contribution, to extend the maturity date of the $15.5 million loan until Pillarstone has available funds from asset sales or from capital raises from sources other than the Company.  Due to this intent, and the fact that Pillarstone’s third-party debt obligations are current, in good-standing, and have loan maturity dates well in the future (December 1, 2020 and September 26, 2023), the Company believes that Pillarstone’s disclosures regarding satisfaction of future obligations are appropriate.

Response to Comment 1(b)

The Company acknowledges the Staff’s comment and respectfully advises the Staff that, as of the date hereof, James C. Mastandrea, Whitestone REIT’s Chairman and CEO, owns approximately 24% of the equity interest in Pillarstone Capital REIT (“Pillarstone REIT”) and 7% of the equity interest in Pillarstone OP.  Mr. Mastandrea’s interest plus the interest owned by Mr. John Dee, the Company’s COO, and Mr. Paul Lambert, a Board member of the Company, is approximately 55% of the equity interest in Pillarstone REIT.   As discussed in prior conversations with the Staff, the Company believes that the Pillarstone REIT management positions held by the Company’s CEO and COO and the effects of the Management Agreements give the Company the ability to control the day to day operating and financing decisions of Pillarstone OP.  As a result, at the time of the Contribution Agreement, the Company (including the independent members of management) viewed the $15.5 million loan to Pillarstone OP as similar to an inter-company loan between the parties.   The loan was therefore not documented in the form of a note, is unsecured and has no stated recourse to Pillarstone OP.  At this time, and since the date of the Contribution, the Company has not considered any legal recourse that might be available to it and does not intend to pursue collection of amounts due until such time as Pillarstone OP has available funds.

2600 South Gessner Suite 500   Houston, Texas  77063  Toll Free  866.789.7348  Fax 713.465.8847  www.whitestonereit.com

Response to Comment 1(c)

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company considered the contingent redemption of the Pillarstone OP Units in the assessment of the collectability of the transaction proceeds because, due to the current liquidity and cash flow of Pillarstone OP, collectability of expected proceeds from the redemption of the Pillarstone OP Units is not probable as Pillarstone OP does not have cash sufficient to redeem the Pillarstone OP Units.

Under ASC 606-10-25-1 (e), collectability of substantially all of the consideration to which the entity expects to be entitled affects the evaluation of whether a contract exists. Upon a determination that it is not probable that the entity will collect substantially all of the consideration to which it will be entitled (i.e., a determination that the collectability threshold is not met), no contract is deemed to exist, and no sale can be recorded.

  The Company believes that the Contribution did not result in the culmination of transfer of control of the Pillarstone Properties because the Company’s ownership interest in the Entities represented an in-substance non-financial asset which was exchanged for another in-substance non-financial asset consisting of the Pillarstone OP Units.  The Company believes the asset sale should be recognized when the put option contained in the Pillarstone OP Units is actually exercisable for cash because Pillarstone OP has cash sufficient to redeem the Pillarstone OP Units.

In response to the Staff’s Comment, the Company respectfully advises the Staff that due to the fact that approximately 40% of the transaction price was outside of the value of the assumption of debt, it did not consider the assumption of $50.4 million of liabilities in the assessment of the collectability of the transaction proceeds because the assumption of debt alone does not represent substantially all of the consideration to which the Company will be entitled.  However, the Company believes it is relevant to cite the requirement by the third-party lenders that the Company continues to provide guarantees on $50.4 million of Pillarstone OP debt as a further indication of the doubtful collectability of the Contribution proceeds.

2.

 We note that the assets transferred to Pillarstone represent substantially all of its operations. Notwithstanding the comment above, please tell us your consideration of ASC 360-10-35-21 in determining whether to test the assets for recoverability. If you tested the assets for recoverability, describe to us the outcome of that test.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that, the Company performs an impairment review on its properties on an annual basis or more frequently should events or changes in circumstances indicate that its carrying amount may not be recoverable.

As previously communicated to the Staff, the Company believes that control of the Pillarstone Properties has not passed to Pillarstone OP, and therefore, the Pillarstone Properties should not be derecognized under adoption of the new revenue recognition standard and related amendments.    As such, we have continued to recognize the Pillarstone Properties at their historical carrying value on the Company’s balance sheet and conduct the impairment review based on the underlying value of the assets.

In performing this review, the Company considers ASC 360-10-35-21, which states that  “A long-lived asset (asset group) shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.”  The following are examples of such events or changes in circumstances which the Company considered:

2600 South Gessner Suite 500   Houston, Texas  77063  Toll Free  866.789.7348  Fax 713.465.8847  www.whitestonereit.com

1.

 A significant decrease in the market price of a long-lived asset (asset group)

2.

 A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition

3.

 A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator

4.

 An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group)

5.

 A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group)

6.

 A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent.

As of December 31, 2017, the Company conducted an impairment review, considering ASC 360-10-35-21.  As a result of this review, one of the fourteen properties contributed to Pillarstone OP in the Contribution required an impairment test.  The Company calculated the estimated future undiscounted cash flows from this property to be approximately $3.0 million and compared that to its carrying value of approximately $0.8 million.  Based on these results, no further testing was conducted.

If you have any questions or would like further information concerning the Company’s responses to your Comment Letter, please contact me at (713) 435-2227.

Sincerely,

/s/ David K. Holeman

David K. Holeman

Chief Financial Officer

2600 South Gessner Suite 500   Houston, Texas  77063  Toll Free  866.789.7348  Fax 713.465.8847  www.whitestonereit.com

Mail Stop 3233

October 11, 2018

Via Email
Mr. David K. Holeman
Chief Financial Officer
Whitestone REIT
2600 South Gessner, Suite 500
Houston, TX  77063

Re: Whitestone REIT
 Form 10-Q
Response dated  September 11 , 2018
File No. 001 -34855

Dear Mr. Holeman :

We have reviewed  your September 11, 2018 response to our comment letter 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 these comments  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
comments apply to your facts and cir cumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our August 27,
2018 letter .

Note 6. Investment in Real Estate Partnership, page 13

1. We note from your response to comment 1 that you do not believe that collection of the
consideration owed to you under the Contribution is probable.  Please expand to describe
to us the following:

a. Your consideration of the cash flows, loan -to-value ratios, and other pertinent
information for Pillarstone to support your conclusion, in light of the lack of
disclosure in Pillarstone’s public filings about uncertainties in its ability to satisfy
obligations as they become due.

David K. Holeman
Whitestone REIT
October 11, 2018
Page 2

 b. Your recourse should Pillarstone, a company majority owned by your CEO, fail to
pay amounts owed to you by the agreed -upon date of December 8, 2018.

c. Reasons for considering (i) the contingent redemption of Pillarstone OP units and
(ii) the assumption of $50.4 million of liabilities in the assessment of probability
for collection of the consideration from Pillarstone, as the redemption does not
appear to represent a present obligation from Pillarstone and Pillarstone owes the
$50.4 mil lion to other parties and not you.

2. We note that the assets transferred to Pillarstone  represent substantially all of its
operations.   Notwithstanding the comment above, please tell us your consideration of
ASC 360 -10-35-21 in determining whether to test the assets for recoverability.  If you
tested the assets for recoverability, describe to us the outcome of that test.

Item 4. Controls and Procedures, page 52

3. We acknowledge your response to comment 2 and continue to consider it.

You may contact Kristi Marrone  at (202) 551 -3429  or me at (202) 551 -3395  with any
questions.

Sincerely,

 /s/ Isaac Esquivel

Isaac Esquivel
Staff Accountant
Office of Real Estate and
Commodities

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September 11, 2018

Via EDGAR Submission and Overnight Delivery

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Attn: Isaac Esquivel, Accountant

Office of Real Estate & Commodities

RE:     Whitestone REIT

Form 10-Q for the Quarterly Period ended June 30, 2018

Filed August 9, 2018

File No. 001-34855

Dear Mr. Esquivel:

Whitestone REIT (the “Company”) is submitting this letter in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated August 27, 2018 (the “Comment Letter”) with respect to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2018 (the “Quarterly Report”). For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced in bold and italics herein with responses immediately following each comment. Defined terms used but not otherwise defined herein have the meanings given to them in the Quarterly Report.

Note 6. Investment in Real Estate Partnership, page 13

1.

 We note your determination that the Contribution in December 2016 did not meet the requirements for derecognition of the underlying assets. Please provide us with a detailed analysis of how you reached your conclusion for the period beginning on January 1, 2018, citing relevant accounting literature.

Response to Comment No. 1

The Company acknowledges the Staff’s comment and respectfully advises the Staff that, on January 1, 2018, the Company adopted the following new accounting pronouncements:

•

 Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, and related amendments (“ASU 2014-09”).  ASU 2014-09 amended the Accounting Standards

2600 South Gessner Suite 500   Houston, Texas  77063  Toll Free  866.789.7348  Fax 713.465.8847  www.whitestonereit.com

Codification (“ASC”) to include a new section, ASC 610-20, Gains and Losses from the Derecognition of non-financial assets (“ASC 610-20”).  ASC 610-20 addresses the recognition and transfer of non-financial assets and “in-substance non-financial assets”(1)  for contracts with non-customers and superseded industry specific real estate guidance in ASC 360-20, Real Estate Sales, which applied to the Contribution in previous periods.  However, ASC 610-20 specifically excluded businesses from its scope.

•

 ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”).  ASU 2017-01 amended and narrowed the definition of a business by excluding from the definition a business transaction that involves assets where substantially all of the fair value of the assets is concentrated in a single identifiable asset or a group of similar identifiable assets.

a. Transition to the New Guidance

The Company adopted ASU 2014-09 using the modified retrospective method and the practical expedient included in ASC 606-10-65-1 (h), which allowed the Company to consider only contracts that were not completed as of the transition date (January 1, 2018).  In accordance with ASC 606-10-65-1 (c)(2), a completed contract is a contract for which all (or substantially all) of the revenue was recognized in accordance with revenue guidance that is in effect before the date of initial application.

As of the transition date, the Company had not recognized any revenue associated with the Contribution and it was not considered a completed contract for purposes of the transition guidance.  Under the modified retrospective method, an entity must recognize the cumulative effect of initially applying the new revenue recognition guidance as an adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) for the annual reporting period that includes the date of initial application.

(1) In accordance with ASC 610-20-15-5, an in-substance nonfinancial asset is a financial asset (for example, a receivable) promised to a counterparty in a contract if substantially all of the fair value of the assets (recognized and unrecognized) that are promised to the counterparty in the contract is concentrated in nonfinancial assets. If substantially all of the fair value of the assets that are promised to a counterparty in a contract is concentrated in nonfinancial assets, then all of the financial assets promised to the counterparty in the contract are in-substance nonfinancial assets. For purposes of this evaluation, when a contract includes the transfer of ownership interests in one or more consolidated subsidiaries that is not a business, an entity shall evaluate the underlying assets in those

subsidiaries.

2600 South Gessner Suite 500   Houston, Texas  77063  Toll Free  866.789.7348  Fax 713.465.8847  www.whitestonereit.com

The Company considered the adoption of the new standards and the impact on the accounting for the Contribution as of the transition date and determined that the assets transferred in the Contribution did not meet the definition of a business in accordance with ASU 2017-01, and that the Contribution was not a contract with a customer and was outside the scope of ASC 606.  In making these determinations, the Company considered the following:

•

 Not a Business: In accordance with ASC 805-10-55-5A, “If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not considered a business. Gross assets acquired should exclude cash and cash equivalents, deferred tax assets, and goodwill resulting from the effects of deferred tax liabilities.”  The Company determined that over 98% of the value of the Contribution was concentrated in the Pillarstone Properties, which the Company considered to be a group of similar identifiable assets under the standard.

•

 Not a Contract with a Customer:  ASC 606-10-15-3 defines a customer as “a party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary activities in exchange for consideration.” As such, contracts with a counterparty other than a customer do not fall within the scope of ASC 606.  As further described in the Quarterly Report, the Company is a Maryland real estate investment trust (“REIT”) engaged in owning and operating Community Centered Properties®, which the Company defines as visibly located properties in established or developing culturally diverse neighborhoods in its target markets.  The Pillarstone Properties represented non-core properties that did not fit the Company’s Community Centered Property® strategy and were primarily properties that were owned when the Company’s current management team assumed the management of the Company in 2006.  Therefore, the transfer of the Pillarstone Properties was not an output of the Company’s ordinary activities.  Further, Pillarstone Capital REIT Operating Partnership LP (“Pillarstone OP”) is not a customer of the Company.

Consequently, the Company determined that the Contribution was an uncompleted contract for an “in-substance nonfinancial asset” and therefore the Contribution should be assessed based on the new guidance in ASC 610-20.  ASC 610-20-15-2 applies to gains or losses recognized upon the derecognition of nonfinancial assets and in-substance nonfinancial assets. Nonfinancial assets within the scope of ASC 610-20-15-2 include intangible assets, land, buildings, or materials and supplies and may have a zero carrying value.

b. Assessment of ASC 610-20

In accordance with ASC 610-20-25-2 through 25-4, an entity shall first evaluate whether it has (or continues to have) a controlling financial interest in the legal entity that holds the nonfinancial assets and/or in-substance nonfinancial assets that have been transferred by applying the guidance in Topic 810 on consolidation. If an entity determines it has (or continues to have) a controlling financial interest in the legal entity that holds the nonfinancial assets or in-substance nonfinancial assets, it shall not derecognize those assets and shall apply the guidance in paragraphs 810-10-45-21A through 45-24.  Any nonfinancial assets or in-substance nonfinancial assets transferred that are held in a legal entity in which the entity does not have (or ceases to have) a controlling financial interest shall be further evaluated in accordance with the guidance in paragraphs 610-20-25-5 through 25-7.

2600 South Gessner Suite 500   Houston, Texas  77063  Toll Free  866.789.7348  Fax 713.465.8847  www.whitestonereit.com

As further described in Note 6 to the consolidated financial statements included in the Quarterly Report, after discussions with the Staff and the Office of the Chief Accountant of the SEC (“OCA”), and consideration of the facts and circumstances, the Company determined that it does NOT have a controlling financial interest in the entities that own the Pillarstone Properties in accordance with Topic 810, and further concluded that ASC 610-20 was applicable.

In accordance with ASC 610-20-25-5, “after applying the guidance in paragraphs 610-20-25-2 through 25-4, an entity shall next evaluate a contract in accordance with the guidance in paragraphs 606-10-25-1 through 25-8. If a contract does not meet all of the criteria in paragraph 606-10-25-1, an entity shall not derecognize the nonfinancial assets or in-substance nonfinancial assets transferred, and it shall apply the guidance in paragraph 350-10-40-3 to any intangible assets and the guidance in paragraph 360-10-40-3C to any property, plant, and equipment. An entity shall follow the guidance in paragraphs 606-10-25-6 through 25-8 to determine if and when a contract subsequently meets all of the criteria in paragraph 606-10-25-1.”

As such, the Company assessed whether the contract existence criteria in ASC 606 was met before a sale could be recorded.    Under ASC 606-10-25-1 (e), collectability of substantially all of the consideration to which the entity expects to be entitled affects the evaluation of whether a contract exists. Upon a determination that it is not probable that the entity will collect substantially all of the consideration to which it will be entitled (i.e., a determination that the collectability threshold is not met), no contract is deemed to exist, and no sale can be recorded.

As consideration for the Contribution, the Company received Pillarstone OP Units, which may be tendered to Pillarstone OP for redemption for cash at a future date, and the assumption of an aggregate of $50.4 million of the Company’s liabilities by Pillarstone OP.  Also, as part of the Contribution, the Company provided a $15.5 million loan to Pillarstone OP and provided guarantees to the third-party lenders owed the $50.4 million of liabilities assumed by Pillarstone OP.  The Company believes that, due to the current liquidity and cash flow of Pillarstone OP, collectability of the expected proceeds from the contract is not probable, as Pillarstone OP does not have cash sufficient to redeem the Pillarstone OP Units, repay the $15.5 million loan due to the Company, or to replace the guarantees required by the third-party lenders on the liabilities assumed by Pillarstone OP.

Management concluded that the Contribution had not met the collectability requirement in ASC 606-10-25-1 (e) as of the date of adoption and such condition continued as of June 30, 2018.  As such, the Company concluded it should not derecognize the in-substance nonfinancial assets associated with the Contribution as of January 1, 2018 and June 30, 2018

Without regard to the collectability assessment, the Company also evaluated the Contribution in accordance with ASC 610-20-25-6 through 25-7, which states that if an entity has not retained a controlling financial interest in a subsidiary, it should derecognize the nonfinancial asset or in-substance nonfinancial asset when it transfers control of the assets in a manner consistent with the principles in ASC 606 as follows:

•ASC 610-20-25-6 provides: “Once a contract meets all of the criteria in paragraph 606-10-25-1, an entity shall identify each distinct nonfinancial asset and distinct in-substance nonfinancial asset promised to a counterparty in accordance with the guidance in paragraphs 606-10-25-19 through 25-22. An entity shall derecognize each distinct asset when it transfers control of the asset in accordance with paragraph 606-10-25-30. In some cases, control of each asset may transfer at the same time such that an entity may not need to separate and allocate

2600 South Gessner Suite 500   Houston, Texas  77063  Toll Free  866.789.7348  Fax 713.465.8847  www.whitestonereit.com

consideration to each distinct nonfinancial asset and in-substance nonfinancial asset. That may be the case, for example, when a parent transfers ownership interests in a consolidated subsidiary that holds nonfinancial assets (or nonfinancial assets and in-substance nonfinancial assets) and ceases to have a controlling financial interest in the subsidiary in accordance with Topic 810. However, control of each asset may not transfer at the same time if the parent has control of some of the assets in accordance with paragraph 606-10-25-30 (for example, through repurchase agreements).”

•ASC 610-20-25-7  provides “For purposes of evaluating the indicators of the transfer of control in paragraph 606-10-25-30, if an entity has (or continues to have) a noncontrolling interest in the legal entity that holds the nonfinancial assets or in-substance nonfinancial assets as a result of the transaction, the entity shall evaluate the point in time at which the legal entity holding the assets obtains (or has) control (for example, by evaluating whether the legal entity can direct the use of, and obtain substantially all of the benefits from, each distinct  nonfinancial asset or in-substance nonfinancial asset within it)…”

i. Assessment of ASC 606-10-25-30

The Company assessed the Contribution as of the adoption date to determine if control had passed to Pillarstone OP using the control definition in ASC 606.  For purposes of determining whether control has passed in the transfer of a non-financial asset or an in-substance nonfinancial asset, ASC 606-10-25-25 defines control as an entity’s ability to direct the use of and obtain substantially all of the remaining benefits of an asset. In accordance with ASC 606-10-25-30, an entity shall consider indicators of the transfer of control, which include, but are not limited to, the following:

a.    “The entity has a present right to payment for the asset-If a customer presently is obliged to pay for an asset, then that may indicate that the customer has obtained the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset in exchange.”

The Contribution did not involve the transfer of any cash.  The consideration included the issuance of Pillarstone OP Units to the Company that may be tendered to Pillarstone OP for redemption for cash at a future point in time.  As of December 31, 2017, and June 30, 2018, Pillarstone OP did not have cash sufficient to redeem the Pillarstone OP Units.  In addition, Pillarstone OP did not have cash sufficient to repay the $15.5 million note payable to the Company or the ability to provide the guarantees to the third-party lenders for the $50.4 million owed by Pillarstone OP.  Therefore, due to Pillarstone’s current financial position, the Company’s present right to payment from Pillarstone OP is non-substantive.

b.    “The customer has legal title to the asset-Legal title may indicate which party to a contract has the ability to direct the use of, and obtain substantially all of the remaining benefits from, an asset or to restrict the access of other entities to those benefits. Therefo

Mail Stop 3233

August 27, 2018

Via Email
Mr. David K. Holeman
Chief Financial Officer
Whitestone REIT
2600 South Gessner, Suite 500
Houston, TX  77063

Re: Whitestone REIT
 Form 10-Q
Filed August 9, 2018
File No. 001 -34855

Dear Mr. Holeman :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  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
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.

Note 6. Investment in Real Estate Partnership, page 13

1. We note your determination that t he Contribution in December 2016 did not meet the
requirements for derecognition of the underlying assets.  Please provide us with a detailed
analysis of how you reached your conclusion for the period beginning on January 1,
2018, citing relevant accountin g literature.

Item 4. Controls and Procedures, page 52

2. Please tell us how you considered the identification and correction of the accounting
errors related to the consolidation of Pillarstone OP in your conclusion that your
disclosure controls and proced ures and internal control over financial reporting were
effective as of June 30, 2018 and December 31, 2017.

David K. Holeman
Whitestone REIT
August 27, 2018
Page 2

 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.

You may contact Kristi Marrone  at (202) 551 -3429  or me at (202) 551 -3395  with any
questions.

Sincerely,

 /s/ Isaac Esquivel

Isaac Esquivel
Staff Accountant
Office of Real Estate and
Commodities

April 5, 2018

Christopher R. Stambaugh , Esq.
DLA Piper LLP (US)
4141 Parklake Avenue, Suite 300
Raleigh, NC    27612 -2350

Re: Whitestone REIT
Preliminary Proxy Statement on Schedule 14A  filed by KBS SOR Properties
LLC , Peter McMillan III,  et al.
Filed March  28, 201 8
File No. 1-34855

Amendment No. 2 to Schedule 13D  filed by KBS SOR Properties LLC , Peter
McMillan III,  et al.
Filed December 29, 2017
File No. 5-84834

Dear M r. Stambaugh :

We have reviewed the filing s above and have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this letter by amending the filing s or by providing the requested
information.  If you do not bel ieve our comments apply to the P articipants’ fact s and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to the filing s and the information you provide in
response to this comment, we may have  additional comments.   All defined terms used in this
letter have the same meaning as in the preliminary proxy statement  unless otherwise indicated.

Preliminary Proxy Statement

1. Each statement or assertion of opinion or belief mus t be clearly characterized as such,
and a reasonable factual basis must ex ist for such opinion or belief.  Support for any such
opinions or beliefs should be self -evident, disclosed in the soliciting materials or
provided to the staff on a supplemental basi s with a view toward disclosure.  Please
provide support for the following statements  and revise accordingly  (emphasis added) :

 “Management compensation, in particular the compensation of Whitestone’s
Chairman of the Board of Trustees (the “Board”) and Chief Executive Officer, James

Christopher R. Stambaugh , Esq.
DLA Piper LLP (US)
April 5, 2018
Page 2

 Mastandrea, is significantly disproportionate to the size and scale of Whitestone and
its operations and compensation paid to executives of peer companies …” (page 1 )
 “…we believe the incumbent trustees have approved grossly excessive and poorly
designed management compensation  to the detri ment of Whitestone shareholders …”
(page 4)
 “The Participants intend to vote, and recommend that you vote, AGAINS T Proposal
2 because Whitestone’s executive compensation is excessive and misaligned with
shareholder interests .” (page 22)

2. Refer to the first paragraph on page 2 containing the phrase “[b]ased on the lack of
responsiveness by the Chairman of the Board to our compensation concerns expressed to
him, the current Board’s history of  approving excessive executive compensation, other
corporate governance concerns ...”  Please revise to clarify these other concerns,
providing support for such claims to the extent necessary.

3. Refer to the third paragraph on page 2 conta ining the sentence “[a] board has a
heightened responsibility wherever the interests of manag ement and shareholders may
not align .” It is our understanding that such statement is not supported by Maryland
corporate law.  Refer to Section 2 -405.1 of the Ma ryland  General Corporation Law .
Please advise or revise such statement to remove the implication that the board has such
“heightened ” legal obligation s.

4. We note that the filing persons  have made statements in their soliciting materials that
appear to directly or indirectly impugn the character, integrity or personal reputation of
Whitestone ’s Board, all without adequate factual foundation.  For example, but without
limitation, we note the following statements  (emphasis added) :

 “David Taylor, one of their new trustee s, was on the Board for the 2017 Annual
Meeting of shareholders. He, like the rest of the Board, was blind to shareholder
concerns  on executive pay. ” (page 2)
 “…Jack Mahaffey, however, must be replaced after his long history of poor
representation of shareholders , part icularly for his work on the Compensation
Committee where he served as Chairman from 2006 until recently and even now
continues as a member ” (page 10)

Please do not use these or similar statements in the solicitin g materials without providing
a proper factual foundation for the statements.  In addition, as to matters for which the
filing persons do have a proper factual foundation, please avoid making statements about
those matters that go beyond the scope of what is reasonably supported by the factual
foundation.  Please note that characterizing a statement as one’s opinion or belief does
not eliminate the need to provide a proper factual foundation for the statement; there must
be a reasonable basis for each opini on or belief that the filing persons express.  Please
refer to Note (b) to Rule 14a -9.  To the extent the filing persons are unable to provide

Christopher R. Stambaugh , Esq.
DLA Piper LLP (US)
April 5, 2018
Page 3

 adequate support, please file appropriate corrective disclosure and refrain from including
such statements in fut ure soliciting materials.

5. Refer to the fi rst whole paragraph on page 3  and the  following  phrases contained therein:
 “…the current Board has stacked the deck against shareholder equal access ”
 “[Whitestone ] obviously sees nothing wrong with depriving shareholders access to all
information and arguments they might consider relevant to their votes at the Annual
Meeting ”

It is our understanding that Whitestone  did not have a curren t NOBO list at the time of
KBS ’ reque st and does not have one at present .  Please  advise or  revise the disclosure to
remove the implication that Whitestone has intentionally withheld the NOBO list.

6. Refer to the fi rst whole paragraph on page 17 and the  statement that “…on the afternoon
of December 28, 2017, SOR Properties delivered timely notice in accordance with the
Bylaws of its intention to nominate the Nominees [defined to mean Kenneth H. Fearn, Jr.
and David E. Snyder ] for election to the Board at the Annual Meeting and to bring the
Shareholder Proposal for a vote at the Annual Meeting (the “ Notice ”).”  It is our
understanding that  KBS ’ Notice indicated its intent to nominate a total of three  nominees
at the Annual Meeting, including Messrs. Fearn and Snyder as well as Ms. Susan L.
Harris .  Please revise accordingly.

7. Refer to the second to last paragraph of page 23 regarding the rules of the New York
Stock Exchange.  To the extent that KBS does not mail its proxy materials to every
account, please reconcile such disclosure wit h that of Whitestone ’s disclosure in the third
whole paragraph of page 5 of its definitive proxy statement which indicates that  “because
KBS has indicated its intention to deliver proxy materials in opposition to our Board of
Trustee nominees ,” brokers will not have discretion to vote on any matters  without  voting
instructions  “with respect to accounts to which KBS mails its proxy materials .”

Schedule 13D

8. Based on our review of the  amendment s to the  Schedule 13D filed o n June 21 and
December 29 , 2017, it appears that the filing parties ’ purchase of 24,000 Whitestone
shares on August 29, 2017 resulted in an acquisition of beneficial ownership equal to
more than one percent, constit uting a material change under Exchange Act R ule 13d -2
and necessitating th at the parties promptly file an amendment to the Schedule 13D
disclosing such change.  Please advise.

*     *     *

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

Christopher R. Stambaugh , Esq.
DLA Piper LLP (US)
April 5, 2018
Page 4

  Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

Mail Stop 3233

February 16, 2018

Via Email
Mr. David K. Holeman
Chief Financial Officer
Whitestone REIT
2600 South Gessner, Suite 500
Houston, TX  77063

Re: Whitestone REIT
 Form 10-K
Filed March 3, 2017
File No. 001-34855

Dear Mr. Holeman :

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/ Isaac Esquivel

Isaac Esquivel
Staff Accountant
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

		Document

January 10, 2018

Via EDGAR Submission and Overnight Delivery

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, NE

Washington, D.C. 20549

Attn: Isaac Esquivel, Accountant

Office of Real Estate & Commodities

RE:     Whitestone REIT

Form 10-K

Response dated November 22, 2017

File No. 001-34855

Dear Mr. Esquivel:

Whitestone REIT (the “Company”) is submitting this letter in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated December 26, 2017 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10-K for the year Ended December 31, 2016 (the “Annual Report”). For your convenience, the Staff’s numbered comments set forth in the Comment Letter have

been reproduced in bold and italics herein with responses immediately following each comment.  Unless indicated otherwise, defined terms used herein but not otherwise defined herein have the meanings given to them in the Annual Report.

Notes to Consolidated Financial Statements

Note 5.  Variable Interest Entities, page F-18

1.

  We note from page F-11 of Pillarstone Capital REIT’s 2016 10-K that “pursuant to the Amended and Restated Agreement of Limited Partnership, subject to certain protective rights of the limited partners described below, the general partner has full, exclusive and complete responsibility and discretion in the management and control of Pillarstone OP, including the ability to cause Pillarstone OP to enter into certain major transactions including a merger of Pillarstone OP or a sale of substantially all of the assets of Pillarstone OP. The limited partners have no power to remove the general partner without the general partner's consent.” Please reconcile this to the disclosure immediately following, which states that “in addition, pursuant to the Amended and Restated Agreement of Limited Partnership, the general partner may not conduct any business without the consent of a majority of the limited partners other than in connection with certain actions described therein.” Please explicitly detail for us all protective and substantive participating rights of the limited partners. Additionally, please tell us how the general partner may have full, exclusive and complete responsibility and discretion in the management and control of Pillarstone OP, but may not conduct any business without the consent of a majority of the limited partners.

2600 South Gessner Suite 500   Houston, Texas  77063  Toll Free  866.789.7348  Fax 713.465.8847  www.whitestonereit.com

The Company acknowledges the Staff’s comment and respectfully advises the Staff that, in future filings, the Company will amend the second clause of the disclosure referred to above to read “in addition, pursuant to the Amended and Restated Agreement of Limited Partnership, the general partner may not conduct any outside business without the consent of a majority of the limited partners other than in connection with certain actions described therein.”  The general partner generally does have the full, exclusive and complete responsibility and discretion in the management and control of Pillarstone OP, subject to the protective and substantive participating rights of the limited partners described herein.  In addition, the general partner has the power to delegate such powers pursuant to contract and is permitted by Sections 7.9.B and 7.9.C of the Amended and Restated Agreement of Limited Partnership to rely on outside advisors and agents, which it has done with respect to a significant portion of its rights and powers pursuant to management agreements with Whitestone TRS, Inc., a subsidiary of the Company (“Whitestone TRS”), relating to each of Pillarstone OP’s properties (the “Management Agreements”) pursuant to which Whitestone TRS has agreed to provide certain property management, leasing and day-to-day advisory and administrative services to each such property.  The provision described in the referenced disclosure prevents the general partner from conducting any other business.

In response to the Staff’s request, described below are the provisions of the Amended and Restated Agreement of Limited Partnership that provide the limited partners with protective and substantive participating rights.

Section 7.5.A of the Amended and Restated Agreement of Limited Partnership limits the ability of the general partner to conduct any outside business and provides in relevant part that “[w]ithout the Consent of the Outside Limited Partners, the General Partner shall not, directly or indirectly, enter into or conduct any business other than in connection with the ownership, acquisition and disposition of Partnership Interests and the management of the business of the Partnership and such activities as are incidental thereto.”   In addition, the Amended and Restated Agreement of Limited Partnership requires the Consent of the Outside Limited Partners in order to take the following actions:

(a)

 Section 11.2.A provides that the general partner may not transfer any of its partnership interests or withdraw as general partner except in connection with (i) a transaction permitted under Section 11.2.B (described below) or (ii) a transfer of partnership interests to, or merger or consolidation with, any wholly owned subsidiary of the general partner or the owner of all of the ownership interests of the general partner.  Pursuant to Section 11.2.B of the Amended and Restated Agreement of Limited Partnership, among other requirements described therein, in order to engage in any Termination Transactions (defined to include any merger (including, without limitation, a triangular merger), consolidation or other combination with or into another person (other than the transactions permitted by Section 11.2.A), any sale of all or substantially all of its assets or any reclassification, recapitalization or change of outstanding shares of the general partner (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination that would result in an adjustment to the conversion factor with respect to the partnership units);

(b)

 Pursuant to Section 13.1 of the Amended and Restated Agreement of Limited Partnership, in order to continue the business of the partnership after the occurrence of certain Liquidating Events;

(c)

 Pursuant to Section 14.1.C of the Amended and Restated Agreement of Limited Partnership, in order to make certain amendments to the Amended and Restated Agreement of Limited Partnership relating, generally, to the general partner’s ability to issue partnership interests; the limited partners’ ability to remove the general partner; the outside activities of the general partner, the relationship of shares in the general partner to partnership units and the ability of the general partner to incur funding debt; limitations on transactions with affiliates; the liability of the general partner; the restrictions on the general partner’s authority; the provisions relating to Termination Transactions; the provisions relating to Liquidation Events; certain provisions relating to the admission of substitute limited partners; and certain provisions relating to the ability to amend the Amended and Restated Agreement of Limited Partnership.

2600 South Gessner Suite 500   Houston, Texas  77063  Toll Free  866.789.7348  Fax 713.465.8847  www.whitestonereit.com

Section 14.1.A of the Amended and Restated Agreement of Limited Partnership also requires the consent of the partners holding more than fifty percent of the Class A Units (including any Class A Units held by the general partner) to make amendments other than certain amendments described therein that are not adverse to the limited partners and Section 14.1.D of the Amended and Restated Agreement of Limited Partnership requires the consent of any partner that is adversely affected by any amendment that would (i) convert such limited partner’s interest in Pillarstone OP to a general partner’s interest, (ii) modify the limited liability of such limited partner, (iii) amend Section 7.11 (as described below), (iv) with certain exceptions, amend the provisions relating to distributions, allocations, redemption rights or transfer rights, or (v) amend certain provisions that require the consent of each holder adversely affected to consent to any such amendments.  Further, Section 7.11 of the Amended and Restated Agreement of Limited Partnership provides that the general partner may not take any action in contravention of an express prohibition or limitation contained therein without the written consent of (i) all partners adversely affected or (ii) such lower percentage of the partnership interests held by limited partners as may be specifically provided therein or under the Delaware Revised Uniform Limited Partnership Act.

In addition to the consent rights described above, the Amended and Restated Agreement of Limited Partnership provides the limited partners with certain other protective and participating rights with respect to their partnership interests.  For example, Article V provides the limited partners with the right to receive distributions on their partnership interests; Section 8.6 provides the limited partners with the right to require the partnership to redeem their partnership units for cash or, at the general partner’s election, shares in the general partner; and Section 11.3 provides for certain permitted transfers of partnership interests by the limited holders that do not require the consent of the general partner.  In addition, Section 8.5 of the Amended and Restated Agreement of Limited Partnership enumerates certain affirmative rights of the limited partners, including rights to obtain copies of SEC reports, tax returns, governing documents and other information with respect to the partnership, as well as the right to receive notices of the then current conversion factor with respect to their partnership interests and any changes thereto and the right to receive notices with respect to certain extraordinary transactions involving the general partner.  Finally, the Amended and Restated Agreement of Limited Partnership includes provisions designed to protect the interests of the limited partners, such as the limitation on transactions with affiliates other than those conducted on an arm’s-length basis or that the general partner determines in good faith to be on terms no less favorable than those that would be obtained from an unaffiliated third party, and the requirement in Article IX for the general partner to provide annual and quarterly financial statements to the limited partners.

2.

 We note that you have been delegated property management, leasing, day-to-day advisory and administrative services and all rights and duties to provide services for Pillarstone OP. Please tell us whether Pillarstone REIT has any rights that may preclude you from exercising your delegated power to direct the day-to-day business decisions that directly impact the economic performance of Pillarstone OP.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that, pursuant to the Management Agreements, the subsidiaries of Pillarstone OP that own each property (the “Pillarstone Operating Subsidiaries”) expressly delegated all rights and duties to provide property management, leasing and day-to-day advisory and administrative services with respect to each property to Whitestone TRS.  In order to preclude Whitestone TRS from exercising its delegated powers under each Management Agreement, the relevant Pillarstone Operating Subsidiary would need to either (a) amend the Management Agreement, which requires the prior written consent of both parties; or (b) terminate the Management Agreement, which was not permitted pursuant to the Management Agreements as of the date of the Annual Report.  The term of each Management Agreement will end on December 31, 2018, after which the Management Agreements automatically renew on a month to month basis; provided that each Management Agreement can be earlier terminated by either Whitestone TRS or the relevant Pillarstone Operating Subsidiary after December 31, 2017 upon not less than thirty days prior written notice to the other party.  Further, while the Pillarstone Operating Subsidiaries have the right to terminate the Management Agreements as of the date hereof, the Company respectfully advises the Staff that the Company believes that to do so would be impractical, as Pillarstone OP currently has no employees responsible for directing the day to day business decisions that directly impact its economic performance.  As described in the response to comment 3 (below), any such employees are employed by the Company.  However, should any of the Management Agreements be terminated in the future, the Company undertakes to consider such termination to be a reconsideration event pursuant to ASC 810-10-35-4 and to reassess whether the Company is the primary beneficiary of Pillarstone OP at such time.

3.

 Please tell us whether you have the right to 1) select, terminate or set the compensation of management responsible for implementing Pillarstone OP’s policies and procedures or 2) establish operating and capital decisions of Pillarstone OP, including budgets, in the ordinary course of business. Refer to ASC 810-10-25-11.

2600 South Gessner Suite 500   Houston, Texas  77063  Toll Free  866.789.7348  Fax 713.465.8847  www.whitestonereit.com

In response to the Staff’s comment, the Company respectfully advises the Staff that, according to ASC 810-10-25-11, the following actions are among those considered substantive participating rights and would overcome the presumption that an investor with a majority voting interest shall consolidate its investee:

a.

 Selecting, terminating, and setting the compensation of management responsible for implementing the investee’s policies and procedures.

b.

 Establishing operating and capital decisions of the investee, including budgets, in the ordinary course of business.

Further, ASC-810-25-12 provides that such rights are considered participating rights because, in the aggregate, the rights allow the investee “to effectively participate in certain significant operating decisions that occur in the ordinary course of the investee’s business and are significant factors in directing and carrying out the activities of the business.”  Further, “individual rights…should be assessed based on the facts and circumstances to determine if they are substantive participating rights.”

a.

 ASC 810-10-25-11(a)

The Company respectfully advises the Staff that substantially all of the individuals responsible for implementing Pillarstone OP’s policies and procedures are employees of the Company, not of Pillarstone OP.  As of the date of the Annual Report, Pillarstone REIT had only two part-time employees. Accordingly, the Company selects, terminates and sets the compensation for such individuals.  As noted above, the Management Agreements delegate all property management, leasing and day-to-day advisory and administrative services with respect to each Pillarstone Operating Subsidiary to Whitestone TRS.  The Company believes that these services constitute the ability to make the significant operating and financial decisions as part of the ordinary course of Pillarstone OP’s business.  The Management Agreements further provide that Whitestone TRS may delegate responsibility for such services to such professionals, consultants, brokerage firms and vendors as determined by Whitestone TRS in its reasonable discretion from time to time.  In addition, Whitestone TRS expressly covenants in the Management Agreements to employ at all times the number of employees and staff as are reasonably necessary to carry out t

Mail Stop 3233

December 26, 2017

Via Email
Mr. David K. Holeman
Chief Financial Officer
Whitestone REIT
2600 South Gessner, Suite 500
Houston, TX  77063

Re: Whitestone REIT
 Form 10-K
Response dated  November 22 , 2017
File No. 001-34855

Dear Mr. Holeman :

We have reviewed  your November 22, 2017 response to our comment letter 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 these comments  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
comments apply to your facts and cir cumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our November 9,
2017 letter .

Notes to Consolidated Financial Statements

Note 5. Variable Interest Entities, page F -18

1. We note from page F -11 of Pillarstone Capital REIT’s 2016 10 -K that “p ursuant to the
Amended and Restated Agreement of Limited Partnership, subject to certain protecti ve
rights of the limited partners described below, the general partner has full, exclusive and
complete responsibility and discretion in the management and control of Pillarstone OP,
including the ability to cause Pillarstone OP to enter into certain major  transactions
including a merger of Pillarstone OP or a sale of substantially all of the assets of
Pillarstone OP. The limited partners have no power to remove the general partner without
the general partner's consent. ”  Please reconcile this to the disclo sure immediately

David K. Holeman
Whitestone REIT
December 26, 2017
Page 2

 following, which states that “i n addition, pursuant to the Amended and Restated
Agreement of Limited Partnership, the general partner may not conduct any business
without the consent of a majority of the limited partners other than in conn ection with
certain actions described therein. ”  Please explicitly detail for us all protective and
substantive participating rights of the limited partners.  Additionally, please tell us how
the general partner may have full, exclusive and complete respon sibility and discretion in
the management and control of Pillarstone OP, but may not conduct any business without
the consent of a majority of the limited partners.

2. We note that you have been delegated property management, leasing, day -to-day
advisory and  administrative services and all rights and duties to provide services for
Pillarstone OP.  Please tell us whether Pillarstone REIT has any rights that may preclude
you from exercising your delegated power to direct the day -to-day business decisions that
directly impact the economic performance of Pillarstone OP.

3. Please tell us whether you have  the right to 1) select, terminat e or set the compensation of
management responsible  for implementing Pillarstone OP’s policies and procedures  or 2)
establish operat ing and capita l decisions of Pillarstone OP , including budgets, in  the
ordinary course of business.   Refer to ASC 810 -10-25-11.

You may contact Kristi Marrone, Staff Accountant , at (202) -551-3429 or me at
(202) 551 -3395  with any questions.

Sincerely,

 /s/ Isaac Esquivel

Isaac Esquivel
Staff Accountant
Office of Real Estate and
Commodities

CORRESP
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		Document

November 24, 2017

Via EDGAR Submission and Overnight Delivery

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, NE

Washington, D.C. 20549

Attn: Isaac Esquivel, Accountant

Office of Real Estate & Commodities

RE:    Whitestone REIT

Form 10-K for the Year Ended December 31, 2016

Filed March 3, 2017

File No. 001-34855

Dear Mr. Esquivel:

Whitestone REIT (the “Company”) is submitting this letter in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated November 9, 2017 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10-K for the year Ended December 31, 2016 (the “Annual Report”).  For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced in bold and italics herein with responses immediately following each comment.  Defined terms used herein but not otherwise defined herein have the meanings given to them in the Annual Report.

Notes to Consolidated Financial Statements

Note 5. Variable Interest Entities, page F-18

1.

 We note from your disclosure that Pillarstone OP is determined to be a VIE, which you consolidate as a result of being the primary beneficiary as of December 31, 2016.  Please provide us with your analysis of how you determined that you are the primary beneficiary.  Please cite applicable guidance in your response.

Response to Comment No. 1

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the determination of the primary beneficiary was made in accordance with Accounting Standards Codification 810 “Consolidation” (“ASC 810”).

The Company has a Controlling Financial Interest in Pillarstone OP.

According to ASC 810-10-25-38, a reporting entity with a variable interest in a VIE shall assess whether the reporting entity has a controlling financial interest in the VIE and, thus, is the VIE’s primary beneficiary.  A reporting entity shall be deemed to have a controlling financial interest in a VIE if it has both of the following characteristics:

a.The power to direct the activities of a VIE that most significantly impact the VIE’s economic performance.

2600 South Gessner Suite 500   Houston, Texas  77063  Toll Free  866.789.7348  Fax 713.465.8847  www.whitestonereit.com

b.The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.  The quantitative approach described in the definitions of the terms expected losses, expected residual returns, and expected variability is not required and shall not be the sole determinant as to whether a reporting entity has these obligations or rights.

a. ASC 810-10-25-38A(a)

Only one reporting entity, if any, can be identified as the primary beneficiary of a VIE, although more than one reporting entity could have obligations and rights with respect to a VIE.  According to ASC 810-10-25-38A, “only one reporting entity, if any, will have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance.”  Although Pillarstone REIT, as the general partner of Pillarstone OP, has the legal authority to direct certain activities of Pillarstone OP pursuant to its Amended and Restated Limited Partnership Agreement, the Company believes that it has the power to direct the activities of Pillarstone OP that most significantly impact its economic performance as a result of (1) contractual agreements; and (2) the significant overlap between the boards of trustees of Whitestone REIT and Pillarstone REIT.

Pillarstone OP, through its operating subsidiaries, is currently engaged in investing in, owning and operating commercial properties.  As of December 31, 2016, Pillarstone OP’s investment portfolio consisted solely of the real estate assets acquired pursuant to, and certain liabilities assumed in connection with, the Contribution.  In connection with the Contribution, Whitestone TRS, Inc. (the “TRS”), a wholly-owned subsidiary of Whitestone OP, entered into a two year management agreement with Pillarstone OP whereby Whitestone OP, through the TRS, has been delegated property management, leasing, day-to-day advisory and administrative services and all rights and duties to provide such services for Pillarstone OP.  As a result, Whitestone OP has the power to direct the substantive business decisions that directly impact the day-to-day economic performance of Pillarstone OP’s real estate assets, and therefore the economic performance of Pillarstone OP.

In addition, while the Company acknowledges that the Board of Trustees of Pillarstone REIT, as the general partner of Pillarstone OP, has the power to make decisions regarding future investment opportunities, acquisitions and dispositions by Pillarstone OP, three of the Company’s trustees and officers also serve on the six member board of Pillarstone REIT and the Company’s CEO is also the CEO of Pillarstone REIT, effectively providing members of the Company’s management team with the ability to direct the activities of Pillarstone OP.

b. ASC 810-10-25-38A(b)

The Company believes that it has the obligation to absorb losses of Pillarstone OP and the right to receive benefits from Pillarstone OP, in each case that could potentially be significant to Pillarstone OP, primarily as a result of (1) its ownership of approximately 81% of the equity interests of Pillarstone OP; and (2) its status as a guarantor of Pillarstone OP’s debt obligations.

As of December 31, 2016,  Whitestone REIT through Whitestone OP owned 13,591,764 OP units of Pillarstone OP and Pillarstone REIT owned 4,123,242 OP units of Pillarstone OP, giving Whitestone OP approximately 81% ownership of Pillarstone OP and Pillarstone REIT approximately 19% ownership of Pillarstone OP. As such, Whitestone OP has the obligation to receive approximately 81% of Pillarstone OP’s losses and the same right to receive benefits through earnings and distributions on its OP units.  In addition, as noted above, as a result of the Contribution, Pillarstone OP’s investment portfolio consisted solely of (1) real estate assets with an aggregate purchase price of approximately $84.0 million and (2) liabilities in an aggregate principal amount of approximately $68.9 million, consisting of approximately $15.4 million of Whitestone OP’s liability under the Facility that was assumed by Pillarstone OP in connection with the Contribution and an aggregate of approximately $53.45 million of promissory notes for which Whitestone OP has provided carveout guarantees.  As a result, Whitestone OP is exposed to credit risk in the event that Pillarstone OP defaults on any of its debt obligations, and any such defaults would be significant to Pillarstone OP.

As a result of the foregoing, Whitestone OP determined that it has the power to direct the activities of Pillarstone OP and the obligation to absorb losses and receive benefits from Pillarstone OP, and therefore has a controlling interest in Pillarstone OP, as defined by ASC 810-10-25-38.  As a result, the Company fully consolidates the results of Pillarstone OP and Pillarstone REIT accounts for its interest in Pillarstone OP using the equity method of accounting.

2600 South Gessner Suite 500   Houston, Texas  77063  Toll Free  866.789.7348  Fax 713.465.8847  www.whitestonereit.com

If you have any questions or would like further information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at (713) 435-2227.

Sincerely,

/s/ David K. Holeman

David K. Holeman

Chief Financial Officer

2600 South Gessner Suite 500   Houston, Texas  77063  Toll Free  866.789.7348  Fax 713.465.8847  www.whitestonereit.com

Mail Stop 3233

November 9, 2017

Via Email
Mr. David K. Holeman
Chief Financial Officer
Whitestone REIT
2600 South Gessner, Suite 500
Houston, TX  77063

Re: Whitestone REIT
 Form 10-K
Filed March 3, 2017
File No. 001-34855

Dear Mr. Holeman :

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 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.

Notes to Consolidated Financial Statements

Note 5. Variable Interest Entities, page F -18

1. We note from your disclosure that Pillarstone OP is determined to be a VIE, which you
consolidate as a result of being the primary beneficiary  as of December 31, 2016 .  Please
provide us with your analysis of how you determined that you are the primary
benef iciary.  Please cite the applicable guidance in your response.

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 s taff.

David K. Holeman
Whitestone REIT
November 9, 2017
Page 2

 You may contact Kristi Marrone, Staff Accountant , at (202) -551-3429 or me at
(202) 551 -3395  with any questions.

Sincerely,

 /s/ Isaac Esquivel

Isaac Esquivel
Staff Accountant
Office of Real Estate and
Commodities

February 9, 2015

Via E-mail
Mr. David K. Holeman
Chief Financial Officer
Whitestone REIT
2600 South Gessner, Suite 500
Houston, TX 77063

 RE: Whitestone REIT
Form 10 -K for the Fiscal Year Ended December 31, 2013
  Filed February 28, 2014
  File No. 001-34855

Dear Mr. Holeman:

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 pe rsons 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/ Kristi Marrone

Kristi Marrone
        Staff Accou ntant

CORRESP
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		SEC Comment Letter Response (2014-12)

January 14, 2015

Via EDGAR Submission and

Overnight Delivery

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F St. Street, NE

Washington, D.C. 20549

Attn:  Kristi Marrone, Staff Accountant

Re:         Whitestone REIT

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

Filed February 28, 2014

File No. 1-34855

Dear Ms. Marrone:

Whitestone REIT (the “Company”) is submitting this letter in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated December 30, 2014 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10−K for the year ended December 31, 2013 (the “Annual Report”).  For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced in bold and italics herein with responses immediately following each comment.  Defined terms used herein but not otherwise defined herein have the meanings given to them in the Annual Report.

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

Operations

How We Derive Our Revenue, page 33

1.     In future Exchange Act periodic reports, please clarify how many of your properties

owned at the end of the applicable period were defined as “Same Store” and “New

Store,” respectively.Ms. Marrone

Response to Comment No. 1

In response to the Staff’s comment, the Company respectfully advises the Staff that, in future Exchange Act periodic reports, the Company will clarify how many of the Company’s properties owned at the end of the applicable period were defined as “Same Store” and “New Store” respectively.

Ms. Marrone

January 14, 2015

Page 2

Known Trends in Our Operations; Outlook for Future Results

Scheduled Lease Expirations, page 33

2.

 In future Exchange Act periodic reports, please provide more detailed leasing statistics, including the amount of space available at the start of the period, the amount of lease expirations, the amount of new leases, the amount of renewals and the amount of vacant space at the end of the period. Additionally, please provide more detailed disclosure regarding tenant improvement costs and leasing commission costs for new leases.

Response to Comment No. 2

In response to the Staff’s comment, the Company respectfully advises the Staff that, in future Exchange Act periodic reports, the Company will provide more detailed leasing statistics, including the amount of space available at the start of the period, the amount of lease expirations, the amount of new leases, the amount of renewals and the amount of vacant space at the end of the period.  In addition, in the Company’s future Exchange Act periodic reports, the Company, will also provide more detailed disclosure regarding tenant improvement costs and leasing commission costs for new leases.

3.

 In future Exchange Act periodic reports, please include a discussion that compares new leases and renewed leases on previously leased properties to prior rents received. Such amounts should be adjusted for any tenant concessions provided, such as free rent.

Response to Comment No. 3

In response to the Staff’s comment, the Company respectfully advises the Staff that, in future Exchange Act periodic reports, the Company will include a discussion that compares new leases and renewed leases on previously leased properties to prior rents received.  In addition, the Company will adjust such amounts for any tenant concessions provided, such as free rent.

Summary of Critical Accounting Policies

Development Properties, page 35

4.

 We note that you have significant development activity and appear to be capitalizing soft costs such as payroll and other G&A costs. Please tell us the amounts of such costs capitalized in the latest period and to the extent that these amounts are material to earnings, disclose the amounts capitalized in future filings. Please provide similar information/disclosure related to deferred leasing costs if applicable.

Ms. Marrone

January 14, 2015

Page 3

Response to Comment No. 4

The Company acknowledges the Staff’s comment and respectfully advises the Staff that, beginning with fiscal year 2012, the Company began capitalizing interest and real estate taxes on development properties, which are the only soft costs that the Company currently capitalizes on development properties.  The Company respectfully directs the Staff to the disclosure on page 35 of the Annual Report, in which the Company disclosed its capitalization of interest expense and real estate taxes, including the respective amounts of such capitalizations, for the years ended December 31, 2013 and 2012 and disclosed that “Carrying charges, primarily interest, real estate taxes and loan acquisition costs, and direct and indirect development costs related to buildings under construction, are capitalized as part of construction in progress.”  In response to the Staff’s comment, the Company respectfully advises the Staff that, in future Exchange Act periodic reports, the Company will revise this disclosure to clarify that the only capitalized soft costs are interest and real estate taxes.

The Company further advises the Staff that, as disclosed on page 36 of its Annual Report, it capitalizes leasing commissions and amortizes the capitalized amounts, using the straight-line method, over the terms of the related lease agreements.  In response to the Staff’s comment, the Company respectfully advises the Staff that, in future Exchange Act periodic reports, the Company will include the amount of capitalized leasing commissions during the reporting period, to the extent that these amounts are material to earnings.

5.

 Related to the comment above, consider including in future filings a breakdown of your capital expenditures by type (new development, redevelopment/renovation, tenant improvements/allowances, CAM, etc.) and by period presented.

Response to Comment No. 5

In response to the Staff’s comment, the Company respectfully advises the Staff that, in future Exchange Act periodic reports, the Company will include a breakdown of its capital expenditures by type (new development, redevelopment/renovation, tenant improvements/allowances, CAM, etc.) and by period presented.

In connection with responding to the Staff’s comments, the Company acknowledges 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.

* * * *

Ms. Marrone

January 14, 2015

Page 4

If you have any questions or would like further information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at (713) 435-2227.

 Sincerely,

 /s/ David K. Holeman

 David K. Holeman

 Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

December 30, 2014

Via E -mail
Mr. David K. Holeman
Chief Financial  Officer
Whitestone REIT
2600 South Gessner, Suite 500
Houston, TX 77063

 RE: Whitestone REIT
Form 10 -K for the Fiscal Year Ended December 31, 20 13
  Filed February 28, 2014
  File No. 1-34855

Dear Mr. Holeman :

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 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 thes e comments, we may have  additional comments.

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

How We Derive Our Revenue , page 33
1. In future Exchange Act periodic reports, please clarify how many of your properties
owned at the end of the applicable period were defined as “Same Store” and “New
Store,” respectively.

Mr. David K. Holeman
Whitestone REIT
December 30, 2014
Page 2

Known Trends in Our Operations; Outlook for Future Results

Scheduled Lease Expirations , page 33
2. In future Exchange Act periodic reports, plea se provide more detailed leasing statistics,
including the amount of space available at the start of the period, the amount of lease
expirations, the amount of new leases, the amount of renewals and the amount of vacant
space at the end of the period.  Add itionally, please provide more detailed disclosure
regarding tenant improvement costs and leasing commission costs for new leases.
3. In future Exchange Act periodic reports, please include a discussion that compares new
leases and renewed leases on previousl y leased properties to prior rents received.  Such
amounts should be adjusted for any tenant concessions provided, such as free rent.

Summary of Critical Accounting Policies

Development Properties, page 35
4. We note that you have significant development ac tivity and appear to be capitalizing soft
costs such as payroll and other G&A costs.  Please tell us the amounts of such costs
capitalized in the latest period and to the extent that these amounts are material to
earnings, disclose the amounts capitalized in future filings.  Please provide similar
information/disclosure related to deferred leasing costs if applicable.
5. Related to the comment above, consider including in future filings a breakdown of your
capital expenditures by type (new development, redev elopment/renovation, tenant
improvements/allowances, CAM, etc.) and by period presented.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing inclu des the  information the Se curities 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 commen ts, 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

Mr. David K. Holeman
Whitestone REIT
December 30, 2014
Page 3

 the Commission or any person under the federal securiti es laws of the United States.

You may contact William Demarest  at (202) 551-3432 or me at (202) 551 -3429  with any
questions  on the financial statements or related ma tters.  Please contact Sara von Althann  at
(202) 551 -207 or Jennifer Gowetski at (202) 551 -3401 with any other questions .

        Sincerely,

        /s/ Kristi Marrone

        Kristi Marrone
        Staff Accountant

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    corresp_090811.htm

September 8, 2011

VIA EDGAR

Ms. Melissa Duru

United States Securities and Exchange Commission

Office of Mergers & Acquisitions

100 F. Street, NE

Washington, D.C. 20549-3628

Re:

Whitestone REIT

Whitestone REIT Operating Partnership, L.P.

Schedule TO-I/A, filed September 7, 2011

Dear Ms. Duru:

At the request of the staff of the Securities and Exchange Commission (the “Commission”), Whitestone REIT (the “Company”) and Whitestone REIT Operating Partnership, L.P. (the “Operating Partnership” and collectively with the Company the “Issuers”) hereby confirm that the final versions of the letters of transmittal, filed as Exhibits (a)(1)(ii) and (a)(1)(iii) to Amendment No. 1 to the Issuers’ Schedule TO-I, filed with the Commission on September 7, 2011, were the versions mailed to holders of the subject securities of the Issuers’ exchange offer on September 2, 2011, along with the exchange offer prospectus, dated September 2, 2011, which forms part of the Issuers’ joint Registration Statement on Form S-4 (File Nos. 333-175610 and 333-175610-01), as amended, originally filed with the Commission on July 15, 2011.

Should you have any questions, please contact David K. Holeman at (713) 435-2227 or, the Company’s counsel, Amanda R. Poe at Bass, Berry & Sims PLC at (901) 543-5930.

Sincerely,

WHITESTONE REIT

By:

/s/ David K. Holeman

Name:

David K. Holeman

Title:

Chief Financial Officer

WHITESTONE REIT OPERATING PARTNERSHIP, L.P.

By:
Whitestone REIT, its General Partner

By:

/s/ David K. Holeman

Name:

David K. Holeman

Title:

Chief Financial Officer

  cc:

Ms. Peggy Kim

Ms. Amanda R. Poe

CORRESP
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September 1, 2011

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4041

Attention:  Mr. Duc Dang

Re:          Whitestone REIT

Whitestone REIT Operating Partnership, L.P.

Registration Statement on Form S-4, File No. 333-175610 (the “Registration Statement”)

Dear Mr. Dang:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Whitestone REIT and Whitestone REIT Operating Partnership, L.P. (each, a “Registrant” and collectively, the “Registrants”) hereby request acceleration of the effective date of the Registration Statement to 5:00 p.m. Eastern Time on Thursday, September 1, 2011, or as soon thereafter as is practicable.

In addition, at the request of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), each of the Registrants acknowledges the following:

·

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

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

·

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

Should you have any questions concerning this request, please contact me at (713) 435-2227 or, our counsel, Amanda R. Poe at Bass, Berry & Sims PLC at (901) 543-5930.

Sincerely,

WHITESTONE REIT

By:     /s/ David K. Holeman

Name:         David K. Holeman

Title:           Chief Financial Officer

WHITESTONE REIT OPERATING PARTNERSHIP, L.P.

By:        Whitestone REIT, its General Partner

By:    /s/ David K. Holeman

Name:         David K. Holeman

Title:           Chief Financial Officer

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    corresp_082411.htm

Amanda R. Poe

phone:: (901)543-5930

fax: (866)458-7898

e-mail: apoe@bassberry.com

The Tower at Peabody Place

100 Peabody Place, Suite 900

Memphis, TN  38103-3672

(901) 543-5900

August 24, 2011

Via EDGAR and Email

Peggy Kim

Special Counsel

Securities and Exchange Commission

Office of Mergers & Acquisitions

100 F. Street, NE

Washington, D.C. 20549-3628

Re:

Whitestone REIT

Whitestone REIT Operating Partnership, L.P.

Form S-4 (File No. 333-175610)

Filed July 15, 2011

File No. 333-175610

Dear Ms. Kim:

On behalf of Whitestone REIT (“Whitestone” or the “Company”) and Whitestone REIT Operating Partnership, L.P. (the “Operating Partnership” and collectively with the Company the “Registrants”), this letter, along with Amendment No. 1 to the Registration Statement on Form S-4 of the Registrants (“Amendment No. 1”), are being filed with the Securities and Exchange Commission (the “Commission”) in response to comments received from the Staff of the Commission (the “Staff”) in a letter dated July 27, 2011 (the “Comment Letter”).

The discussion below is presented in the order of the numbered comments in the Comment Letter. Certain capitalized terms set forth in this letter are used as defined in Amendment No. 1. For your convenience, references in the responses to page numbers are to the version of Amendment No. 1 that is marked to show changes from the initial Registration Statement on Form S-4 filed with the Commission on July 15, 2011.

Form S-4

1.

Please confirm that you will file a Schedule TO-I in connection with this exchange offer as soon as practicable on the date of commencement. Refer to Rule 13e-4(c)(2).

The Registrants confirm that they will file a Schedule TO-I in connection with the exchange officer as soon as practicable on the date of commencement.

bassberry.com

Peggy Kim

Securities & Exchange Commission

August 24, 2011

Page 2

2.

Confirm for us that the offer will be open for a full 20 business days, as required by Rule 14e-1(a).

The Registrants confirm that the offer will remain open for a full 20 business days, as required by Rule 14e-1(a).

3.

We note that each of the Class A common stock and the OP units appear to be a separate class of equity security registered under section 12(g) of the Exchange Act. Please revise throughout the document to indicate that you are conducting two separate exchange offers. In addition, please revise to disclose the maximum number of shares of Class B common stock being offered for the Class A common stock and the maximum number of shares of Class B common stock being offered for the OP units. Furthermore, please revise to clarify that if each offer is oversubscribed, you will accept tendered securities on a pro rata basis per class; in other words, that you will have separate proration pools for each of the Class A common stock and OP units. Refer to Rule 13e-4(f)(3).

In response to the Staff’s comment,  the disclosure on the cover page, pages 3, 19, and 23  has been revised to indicate that the Registrants are conducting two separate exchange offers and to disclose the maximum number of shares of Class B common stock being offered for each of the Class A common shares and the OP units. Further, pages 3 and 20 have been revised to reflect that if each exchange offer is oversubscribed, securities will be accepted on a pro rata basis in proportion to the number of securities of each class tendered.

4.

Please include a separate section to explain any material differences in the rights of security holders as a result of the transaction. See Item 4(a)(4) of Form S-4.

The section entitled “Comparison of Ownership of OP Units and Common Shares” has been added, beginning on page 62, which compares the rights of holders of OP units, Class A common shares and Class B common shares.

5.

Please state whether any officers or trustees intend to exchange their Class A common shares or OP units for Class B common shares. In addition, please include the information required by Item 8 of Schedule TO and corresponding Item 1008 of Regulation M-A.

The section entitled “Security Ownership of Certain Beneficial Owners and Management” has been added, beginning on page 40, as well as a statement that the Company's officers and trustees may participate in the exchange offer.

Documents Incorporated by Reference, page 1

6.

We note that the issuer does not meet the public float requirement in Form S-3 and therefore, the issuer is not eligible to incorporate by reference. Refer to General

Peggy Kim

Securities & Exchange Commission

August 24, 2011

Page 3

Instruction B.1.c. of Form S-4 and General Instruction I.B.1. of Form S-3. Please revise.

The Company respectfully submits that it meets the S-3 eligibility requirements as set forth in General Instruction I.B.1 of Form S-3.  As of the date of filing the S-4, there were 7,510,331 Class B common shares outstanding, and 64,600 Class B common shares held by affiliates.  The last reported sale price of Class B common shares on July 14, 2011 was $13.05. Therefore, the aggregate market value of the outstanding Class B common shares held by non-affiliates, as of July 15, 2011, was $97,166,790.

Market for Securities, page 11

7.

Please revise to update the share information for the month of July 2011.

In response to the Staff’s comment, the share information on page 11 has been updated through August 2011.

Termination of the Exchange Offer, page 20

8.

Please refer to the last paragraph relating to your failure to exercise any of the rights described in this section. This language implies that once a condition is triggered, you must decide whether or not to assert it. Please note that when a condition is triggered and you decide to proceed with the offer anyway, the staff believes that this constitutes a waiver of the triggered condition. Depending on the materiality of the waived condition and the number of days remaining in the offer, you may be required to extend the offer and recirculate new disclosure to security holders. You may not, as this language suggests, simply fail to assert a triggered condition and effectively waive it without officially doing so. Please confirm your understanding supplementally, or revise your disclosure.

In response to the Staff’s comment, the disclosure on page 21 has been revised to remove the statement referenced above and to disclose the Registrants’ obligation, depending on the circumstances, to disclose certain waivers of triggered conditions and extend the exchange offer.

9.

Explain to us the purpose of the language that your interpretation of the conditions of the offer will be final and binding. Please disclose that only a court of competent jurisdiction can make a determination that will be final and binding upon the parties. In addition, please disclose that security holders may challenge your determinations.

In response to the Staff’s comment, the disclosure on pages 21 and 22 has been revised to remove the language referenced above.  The Registrants hereby confirm their understanding that only a court of competent jurisdiction can make a determination that will be final and binding upon the parties.

Peggy Kim

Securities & Exchange Commission

August 24, 2011

Page 3

Please feel free to contact me at the above number for any questions related to this filing. We very much appreciate the Staff’s timely response.

Sincerely,

/s/ Amanda R. Poe

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

       DIVISION OF
CORPORATION FINANCE

    July 27, 2011
  John A. Good, Esq. Bass, Berry & Sims PLC 100 Peabody Place, Suite 900 Memphis, TN 38103-2625

Re: Whitestone REIT
 Whitestone REIT Operating Partnership, L.P.  Form S-4  Filed July 15, 2011  File No. 333-175610

Dear Mr. Good:

We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us
with information so we may be tter understand your disclosure.

Please respond to this letter by am ending your registration statement and
providing the requested information.  Where you do not believe our comments apply to
your facts and circumstances or do not believ e an amendment is appropriate, please tell
us why in your response.
After reviewing any amendment to your registration statement and the
information you provide in response to th ese comments, we may have additional
comments.

Form S-4

 1. Please confirm that you will file a Sche dule TO-I in connection with this
exchange offer as soon as practicable on the date of commencement.  Refer to
Rule 13e-4(c)(2).
2. Confirm for us that the offer will be ope n for a full 20 business days, as required
by Rule 14e-1(a).
3. We note that each of the Class A common st ock and the OP units appear to be a
separate class of equity security regist ered under section 12(g) of the Exchange
Act.  Please revise throughout the docume nt to indicate that you are conducting
two separate exchange offers.  In additi on, please revise to disclose the maximum

John A. Good, Esq.
Bass, Berry & Sims PLC July 27, 2011 Page 2
 number of shares of Class B common stock being offered for the Class A
common stock and the maximum number of  shares of Class B common stock
being offered for the OP units.  Furthermore,  please revise to clarify that if each
offer is oversubscribed, you will accept tender ed securities on a pro rata basis per
class; in other words, that you will have  separate proration pools for each of the
Class A common stock and OP units.  Refer to Rule 13e-4(f)(3).

4. Please include a separate section to explai n any material differences in the rights
of security holders as a result of the tran saction.  See Item 4(a)(4) of Form S-4.

5. Please state whether any officers or trustees intend to exchange their Class A
common shares or OP units for Class B common shares.  In addition, please
include the information required by Item  8 of Schedule TO and corresponding
Item 1008 of Regulation M-A.
Documents Incorporated by Reference, page 1

6. We note that the issuer does not meet the public float requirement in Form S-3
and therefore, the issuer is  not eligible to incorporat e by reference.  Refer to
General Instruction B.1.c. of Form S-4 a nd General Instructi on I.B.1. of Form S-
3.  Please revise.

Market for Securities, page 11

7. Please revise to update the share information for the month of July 2011.

Termination of the Exchange Offer, page 20
8. Please refer to the last para graph relating to your failure  to exercise any of the
rights described in this section.  This  language implies that once a condition is
triggered, you must decide whether or not to  assert it.  Please note that when a
condition is triggered and you decide to pr oceed with the offer anyway, the staff
believes that this constitu tes a waiver of the trig gered condition.  Depending on
the materiality of the waived condition and the number of days remaining in the offer, you may be required to extend the offer and recirculate new disclosure to
security holders.  You may not, as this la nguage suggests, simply fail to assert a
triggered condition and effectively waive it without officially doing so.  Please
confirm your understanding supplementall y, or revise your disclosure.

9. Explain to us the purpose of the langua ge that your interpretation of the
conditions of the offer will be final and binding.  Please disclose that only a court
of competent jurisdiction can make a dete rmination that will be final and binding
upon the parties.  In addition, please disclo se that security holders may challenge
your determinations.

John A. Good, Esq.
Bass, Berry & Sims PLC July 27, 2011 Page 3
 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
Act of 1933 and all applicable Securities Act rules require.  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.

Notwithstanding our comments, in the ev ent you request acceleration of the
effective date of the pending registration st atement please provide a written statement
from the company acknowledging that:

 should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

 the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclo sure in the filing; and

 the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of  the effective date of the registration
statement as confirmation of th e fact that those requesting acc eleration are aware of their
respective responsibilities unde r the Securities Act of 1933 a nd the Securities Exchange
Act of 1934 as they relate to the proposed public  offering of the securi ties specified in the
above registration statement.  Please allo w adequate time for us to review any
amendment prior to the requested effectiv e date of the registration statement.

Please direct any questions to me at (202) 551-3411.  You may also contact me
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 ,          /s/ Peggy Kim         Peggy Kim        S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions

CORRESP
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Acceleration Request

 May 2, 2011

 VIA EDGAR

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

 Attention: Duc Dang

RE:
Whitestone REIT, Registration Statement on Form S-11 (File No. 333-173209)

 Ladies and Gentlemen:

 Pursuant to Rule 461, promulgated under the Securities Act
of 1933, as amended (the “Securities Act”), as the Representatives of the underwriters of the proposed public offering of Common Stock that is the subject matter of the above-captioned Registration Statement, we hereby join in the request
of Whitestone REIT that the effective date of the Registration Statement be accelerated so that such Registration Statement will become effective on May 4, 2011 at 5:00 p.m. Eastern Standard Time, or as soon thereafter as practical.

The following supplemental information is provided under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

(i)
Date of preliminary prospectus: April 25, 2011

(ii)
Approximate dates of distribution: April 25, 2011 to May 2, 2011

(iii)
Number of prospective underwriters and dealers to whom the preliminary prospectus was furnished: 9

(iv)
Number of prospectuses so distributed (approximately):

 Prospective Underwriters: 500

 Dealers: 50

Institutions: 350

 Other: 1,745

 Total: 2,645

We have taken reasonable steps to make the information contained in the Registration Statement conveniently available to underwriters who
will participate in the distribution of the securities registered thereunder.

 The undersigned also confirm that they and any
participating underwriters and dealers have complied and will continue to comply with Rule 15c2-8 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, in connection with the above-captioned public offering.

 [Signature page follows.]

 If you have questions or comments regarding this request, please call Douglas M. Berman of
Hunton & Williams LLP at (214) 468-3305.

Very truly yours,

 BMO CAPITAL MARKETS CORP.

 as a Representative of the several underwriters

By:

/s/ Phillip Winiecki

Name:

Phillip Winiecki

Title:

Managing Director

 JMP SECURITIES LLC

as a Representative of the several underwriters

By:

/s/ Kent Ledbetter

Name:

Kent Ledbetter

Title:

Dir. Inv. Banking

 WUNDERLICH SECURITIES, INC.

 as a Representative of the several underwriters

By:

/s/ Daniel Szymanek

Name:

Daniel Szymanek

Title:

Investment Banking Associate

CORRESP
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Acceleration Request

 May 2, 2011

 VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-4041

Attention: Adam Turk and Duc Dang

Re:
Whitestone REIT

Registration Statement on Form S-11, File No. 333-173209

 On behalf of Whitestone REIT (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the effective date of the
Registration Statement to 5:00 p.m. Eastern Time on Wednesday, May 4, 2011, or as soon thereafter as is practicable.

 The
disclosure in the referenced filing is the responsibility of the Registrant. The Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that should the Commission, or the staff acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, and the Registrant represents that it will not assert staff comments or the action of the staff to declare the filing
effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The Registrant further acknowledges that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosures in the filing.

 Should you have any questions concerning this
request, please contact me at (713) 435-2227 or, our counsel, John Good at Bass, Berry & Sims PLC at (901) 543-5901.

Sincerely,

WHITESTONE REIT

By:

/s/ John J. Dee

Name:

John J. Dee

Title:

Chief Operating Officer

CORRESP
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Correspondence

 Amanda R. Poe

PHONE:    (901) 543-5930

FAX:          (866) 458-7898

 E-MAIL:    apoe@bassberry.com

 The Tower at Peabody Place

 100 Peabody Place, Suite 900

 Memphis, TN 38103-3672

(901) 543-5900

 April 25, 2011

 Mr. Duc Dang, Attorney-Advisor

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
NE

 Washington, D.C. 20549

Re:

Whitestone REIT

Amendment No. 1 to Registration Statement on Form S-11

Filed March 31, 2011

File No. 333-173209

 Dear Mr. Dang:

On behalf of our client Whitestone REIT, a Maryland real estate investment trust (the “Company”), we submit the following
responses to comments received from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter of April 20, 2011 (the “Comment Letter”), addressed to the Company in
connection with the above referenced registration statement (the “Form S-11”). Where applicable, the Company has incorporated revisions in responses to the Staff’s comments within Amendment No. 1 to the Form S-11 (“Amendment
No. 1”), which we are concurrently filing herewith.

 The discussion below is presented in the order of the numbered
comments in the Comment Letter. Certain capitalized terms set forth in this letter are used as defined in Amendment No. 1. For your convenience, references in the responses to page numbers are to the version of Amendment No. 1 that is
marked to show changes from the Form S-11 filed with the Commission on March 31, 2011.

 General

1.
Comment: We note that your prospectus contains no discussion of same store net operating income. Please tell us whether management views same store net
operating income as a net performance indicator.

 Response: We do not believe that the non-GAAP
measure of same store net operating income is a key operating measure for Whitestone REIT at this time. Our basis for this conclusion is the immateriality of acquisitions in 2010 to our overall operating results. In late 2010, we acquired two
properties, neither of which, individually or in the aggregate, contributed a material amount to our operating results for the year or quarter ended December 31, 2010. In the future, as acquisitions become more material to our overall operating
results, we may report same store net operating income and the related increase or decrease to the prior period.

 In response
to verbal communications with the Staff, we have added net operating income and the corresponding reconciliation to net income to the following sections: “Summary Consolidated Financial and Other Data” beginning on page 12, “Selected
Consolidated Financial and Other Data” beginning on

bassberry.com

April 25, 2011

 Page 2

page 40, as well as a new section entitled “Net Operating Income” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Management’s Discussion and Analysis of Financial Condition and Results of Operations Scheduled Lease Expirations, page 44

2.
Comment: We note on page 44 that approximately 36% of your gross leasable area is subject to leases that expire prior to December 31, 2012 and that
you hope to re-lease most of such space at rates which are comparable to or in excess of current rates. Please revise to discuss the reasonable basis for your “hope.” Also, please revise to more fully describe the macroeconomic conditions
that affect the renewal and/or rental rates that you will negotiate.

 Response: In response to the
Staff’s comment, we have revised the disclosure on page 44 to more fully describe the Company’s basis for its renewal hopes and the macroeconomic conditions effecting lease renewal and rental rates.

Our Properties, page 68

3.
Comment: On pages 69 and 70, you have disclosed average annualized base rental revenue per square foot for your properties. Please revise to also provide
the average effective annual rental per square foot as requested Item 15(e) of Form S-11. Alternatively, please revise to clarify how your rental disclosures are based on effective rents.

Response: In response to the Staff’s comment, we have added a column for the “Average Net Effective Annual Base
Rent Per Sq. Ft.” to the property tables on pages 69 and 70, as well as a corresponding footnote explaining how the net effective annual base rent per square foot was calculated.

Please feel free to contact me at the above number for any questions related to this filing. We very much appreciate the Staff’s
timely response.

Sincerely,

/s/ Amanda R. Poe

Amanda R. Poe

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

       DIVISION OF
CORPORATION FINANCE

        April 20, 2011  James C. Mastandrea Chief Executive Officer and Chairman Whitestone REIT 2600 South Gessner, Suite 500 Houston, TX 77063
Re: Whitestone REIT
  Registration Statement on Form S-11
Filed March 31, 2011
  File No. 333-173209

Dear Mr. Mastandrea:
 We have limited our review of your registra tion statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  Where 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that your prospectus contains no disc ussion of same store net operating income.
Please tell us whether management views same store net operating income as a key performance indicator.
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Scheduled Lease Expirations, page 44
 2. We note on page 44 that approximately 36% of  your gross leasable area is subject to
leases that expire prior to December 31, 2012 and that you hope to re-lease most of such
space at rates which are comparable to or in excess of current rates.  Please revise to
discuss the reasonable basis for your “hope.”  Also, please revise to more fully describe the macroeconomic conditions that affect the renewal and/or rental  rates that you will
negotiate.

James C. Mastandrea, Chief Executive Officer
Whitestone REIT
April 20, 2011
Page 2

Our Properties, page 68
 3. On pages 69 and 70, you have disclosed aver age annualized base rental revenue per
square foot for your properties.  Please revise to also provide  the average effective annual
rental per square foot as re quested Item 15(e) of Form S- 11.  Alternatively, please revise
to clarify how your rental disclosure s are based on effective rents.

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 incl udes the information the Securities Act of 1933 and
all applicable Securities 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.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

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

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact Adam F. Turk at (202) 551-3657 or me at (202) 551-3386 with any
questions.
Sincerely,
    Duc Dang
Attorney-Adviser

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

       DIVISION OF
CORPORATION FINANCE

   September 21, 2010

Via Facsimile and U.S. Mail

Chip Patterson, Esq. MacKenzie Patterson Fuller, LP 1640 School Street Moraga, CA 94556
Re: Whitestone REIT
 Schedule TO-T filed by MPF Dewaay Fund et al.
Filed on September 17, 2010
 File No. 5-84834

Dear Mr. Patterson:

We have limited our review of the filing to  those issues we have addressed in our
comments.  In some of our co mments, we may ask you to prov ide us with information so
we may better understand your disclosure.
 Please respond to this letter by amen ding your filing, by providing the requested
information, or by advising us when you will pr ovide the requested resp onse.  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 f iling and the information you provide in
response to these comments, we may have additional comments.

Offer to Purchase

General

1. Please advise us as to how the offer documents were disseminated.  Refer to Rule 14d-4.

What does the Corporation think of the Offer?

2. We note that you state that “the Corporat ion may be expected to respond with the
Corporation’s position on the offer in th e next two weeks.”  Please revise to
clarify that the target is required to ma ke a recommendation to security holders
regarding the offer within 10 business da ys of commencement.  Refer to Rule
14e-2.

Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP September 21, 2010
Page 2

What is the market value of my shares?

3. Please revise to include in a tabular format the trading price information for the Class A common shares, which were prev iously called the common shares of
beneficial interest, for the past two year s.  Refer to Item 1002(c) of Regulation M-
A.

Establishment of the Offer Price

4. Please revise to summarize in a tabular format how the offer price of $8 was
determined. It appears that  you started with the net ta ngible book value of the
target’s real estate assets, applied a liquidity discount and subtracted costs.  If the
bidders prepared a valuation for the REIT or used the target’s valuations, please
disclose the values along with the base s for the values.  Please disclose any
liquidation value that was calculated.   Refer to Section III.B.1 of the
Commission’s Guidance on Mini-Tender Offers and Limited Partnership Tender Offers, Release No. 34-43069.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings 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 bidders
are in possession of all facts relating to th e 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 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.

Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP September 21, 2010 Page 3
Please direct any questions to me at (202) 551-3411.  You may also contact me
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 ,            Peggy Kim        S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions

Mail Stop 4561
         November 7, 2008
Mr. David K. Holeman Chief Financial Officer Whitestone REIT 2600 South Gessner, Suite 500 Houston, TX 77063

Re: Whitestone REIT
  Form 10-K for the Year Ended December 31, 2007
Forms 10-Q for the Quarters Ended March 31, 2008 a nd June 30, 2008
  File No. 0-50256

Dear Mr. Holeman:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

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

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    t63847_corresp.htm

      October
22, 2008

      Via
EDGAR Submission and

      Overnight
Delivery

      U.S.
Securities and Exchange Commission

      Division
of Corporation Finance

      100 F St.
Street, NE, Mailstop 4561

      Washington,
D.C. 20549

      Attn:  Daniel
L. Gordon, Branch Chief

              Re:

              Whitestone REIT (the
      “Company”)

              Form 10-K for the Year Ended
      December 31, 2007

                Form
      10-Qs for the Quarters Ended March 31, 2008 and June 30,
    2008

      Dear Mr.
Gordon:

      We have reviewed the Staff’s letter
dated October 9, 2008, regarding the Company’s Annual Report on Form 10−K for
the year ended December 31, 2007 (the “Annual
Report”) and Quarterly Reports on Form 10−Q for the quarters ended March
31, 2008 and June 30, 2008 (the “Form
10−Qs”) and have prepared the following responses to your comments. For
ease of reference, we have reproduced the comments in their entirety below. In
addition, we have attached to this response letter the forms of the Amendment
No. 2 to the Annual Report and Amendment No. 1 to the Form 10−Qs as Exhibit A, Exhibit B and Exhibit C,
respectively (collectively, the “Amendments”),
that the Company proposes to file in response to the Staff’s comments. The
Company would propose to file the Amendments once the Staff confirms that it
does not have any additional comments relating to the disclosure contained in
the Amendments.

      Form 10-K for the Year Ended
December 31, 2007

      Item 5. Market for
Registrant’s Common Equity_ Related Shareholder Matters and Issuer Purchases of
Securities, page 18

                1.

                You disclose that shareholders
      that received approximately 64,000 shares issued under your dividend
      reinvestment plan on or after October 2, 2006, could be entitled to
      rescission rights. Please tell us how you determined that these shares
      should be classified as shareholders’ equity and not as a
      liability.

                RESPONSE:
      We note the Staff’s comment and acknowledge that approximately 64,000
      shares (the “Shares”) referenced above should have been classified as a
      liability.  We inadvertently classified the Shares as
      equity.  The amount recorded for the Shares is approximately
      $608,000 (the share price of $9.50 multiplied by the approximate number of
      shares, 64,000).

                The
      $608,000 misclassification equates to approximately 0.6% of liabilities or
      1.2% of equity, earnings per share are not affected because the Shares are
      considered common stock equivalents in both cases. Accordingly, we do not
      believe the misclassification rises to a level of materiality requiring
      restated financial statements, but advises the staff that in future
      filings, beginning with its Form 10-Q for the quarter ended September 30,
      2008, the Company will classify the shares as a liability as long as the
      rescission rights exist.

              2600 South
      Gessner

              Phone (713)
      827-9595

              info@whitestonereit.com

              Suite 500

              Toll Free (866)
      789-7348

              www.whitestonereit.com

              Houston, Texas
      77063

              Fax (713)
      465-8847

      Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page
21

      Liquidity and Capital
Resources, page 25

                2.

                You
      disclose that your $10.0 million mortgage loan is payable in equal monthly
      installments of principal and interest of $60,212. However, we note that
      you have included the entire outstanding principal balance of this note in
      the “More than 5 Years” column in your tabular presentation of contractual
      obligations. In future filings, please revise this table and the table of
      annual debt maturities included in Note 9 to include the principal
      payments due by period.

      RESPONSE: We note the Staff’s comment and
advise the Staff that in future filings, beginning with its Form 10-K for the
year ended December 31, 2008, the Company will revise the above referenced table
and the table of annual debt maturities included in the notes to the financial
statements to include the principal payments due by period.

                3.

                In future filings, please
      revise your tabular presentation of contractual obligations to include
      your interest commitments under your interest-bearing debt in this table,
      or provide textual discussion of this obligation below the table. If you
      provide a textual discussion, the discussion should quantify the interest
      payments using the same time frames stipulated in the table. Regardless of
      whether you decide to include interest payments in the table or in textual
      discussion below the table, you should provide appropriate disclosure with
      respect to your assumptions of your estimated variable rate interest
      payments.

      RESPONSE:
We note the Staff’s comment and advise the Staff that in future filings,
beginning with our Form 10-K for the year ended December 31, 2008, the Company
will revise our tabular presentation of contractual obligations to include our
interest commitments under our interest-bearing debt.

      Notes to Consolidated
Financial Statements, page F-7

      Note 9. Debt, page
F-14

                4.

                Please
      disclose in future filings whether you are in compliance with the
      covenants in your various loan
agreements.

      RESPONSE:
We note the Staff’s comment and advise the Staff that in future filings,
beginning with its Form 10-Q for the quarter ended September 30, 2008, the
Company will disclose whether or not we are in compliance with the covenants in
our various loan agreements.

      Exhibits 31.1 and
31.2

                5.

                We
      refer you to paragraph 4 of your certifications and note that it is
      missing the words “and internal control over financial reporting (as
      defined in Exchange Act Rules 13a-15(f) and 15d-15(f))” and also missing
      paragraph 4(b) related to internal control over financial reporting.
      Please note that the certifications must be exactly as set forth in Item
      601(b)(31)(i) of Regulation S-K. Please file an abbreviated amendment to
      your Form 10-K that consists of the cover page, explanatory note,
      signature page and paragraphs 1, 2, 4, and 5 of the
      certifications.

      RESPONSE:
In response to the Staff’s comment, the Company has revised the certifications
required by Item 601(b)(31) of Regulation S-K as set forth in the Company’s
proposed amendment attached hereto as Exhibit A.
Additionally, the Company intends to amend its Form 10-Q for the quarter ended
March 31, 2008 to include the required language in Exhibit 31, as set forth in
Exhibit B
attached hereto.

          2

      Form 10-Q for the Quarter
Ended June 30, 2008

      Note 10. Related-Party
Transactions, page 15

                6.

                Please
      tell us how you determined to record a gain of approximately $3.6 million
      related to the settlement of litigation with Allen R. Hartman and Hartman
      Management L.P., citing the authoritative literature upon which you relied
      in reaching this conclusion. Specifically tell us how you determined that
      the settlement was not a treasury stock transaction subject to the
      provisions of ARB 43, Chapter 1B; APB Opinion No. 6, paragraphs 12 and 13;
      and APB Opinion No. 9, paragraph
28.

      RESPONSE:
The $3.6 million gain related to the settlement was accounted for as a
nonreciprocal transfer to owners in accordance with APB Opinion No. 29,
paragraphs 3.d., 18 and 23.

                §

                Paragraph 3.d. states “An
      entity’s reacquisition of its outstanding stock is an example of a
      nonreciprocal transfer”, and paragraph 23 states “Other nonreciprocal
      transfers of nonmonetary assets to owners should be accounted for at fair
      value if the fair value of the nonmonetary asset distributed is
      objectively measureable and would be clearly realizable to the
      distributing entity in an outright sale at or near the time of the
      distribution.”  Paragraph 18 states “A transfer of a nonmonetary
      asset to a stockholder or to another entity in a nonreciprocal transfer
      should be recorded at the fair value of the asset transferred, and a gain
      or loss should be recognized on the disposition of the
      asset.”

                §

                The properties distributed to
      the owner were objectively measured and realizable by the Company at or
      near the time of the distribution.  Independent appraisals were
      performed to determine the fair value of the
      properties.

                o

                The $3.6 million gain was
      calculated in accordance with FAS 141, paragraphs 5, 6 and A6 of paragraph
      14.  The gain of $3.6 million equals the fair value of the
      nonmonetary assets ($11.4 million) minus the carrying value of the
      nonmonetary assets ($7.8
million).

                §

                Paragraph 5. states “Exceptions
      to that general condition include (a) the gain or loss that is recognized
      if the fair value of noncash assets given as consideration differ from
      their carrying amounts on the acquiring entity’s
      books.”

                §

                Paragraph 6. states
      “measurement is based on the fair value of the consideration given or the
      fair value of the asset (or net assets) acquired, whichever is more
      clearly evident and, thus, more reliably measurable.” The property
      appraisals provided a more clearly evident fair value, as there is no
      market for the common stock and operating units exchanged for the
      property.

                o

                The settlement was an exchange
      of nonmonetary assets (the properties) for ownership interests consisting
      of common stock and operating partnership units.  The fair value
      of the properties was allocated to the common stock ($2.4 million) and the
      operating partnership units ($9.0 million) on a pro rata basis based on
      the number of respective shares and units which were deemed to be equally
      valued.

                o

                The common stock was recorded
      as a treasury stock transaction in accordance with the provisions of ARB
      43, Chapter 1B; APB Opinion No. 6, paragraphs 12 and 13; and APB Opinion
      No. 9, paragraph 28.  Treasury stock was debited for $2.4
      million and the assets exchanged were credited for $2.4
      million.

                o

                The operating partnership unit
      transaction was accounted for using the purchase method in accordance with
      FAS 141 A5. paragraph 14, which states “A5. Paragraph 14 continues the
      practice established by Opinion 16 of accounting for the acquisition of
      noncontrolling equity interests of a subsidiary (commonly referred to as
      minority interest) using the purchase method.”  As such, the
      fair value of the properties allocated to the operating partnership units
      ($9.0 million) reduced the carrying value of the minority interest shares
      as a debit to minority interest of $4.8 million with the remaining $4.2
      million being allocated to the Company’s remaining non-cash
      assets.

          3

        A
summary of how the entire transaction was recorded is included
below:

                  Account

                  Debit

                  Credit

                  Description

                   Treasury
      Stock

                $
                2,479,144.40

                   Received 293,961 common
      shares

                   Minority
      Interest

                4,761,669.93

                   Received 1,068,451 operating
      partnership units

                   Non-cash
      Assets

                4,249,185.67

                   Received 1,068,451 operating
      partnership units

      Assets

                $
                7,844,416.00

                   Carrying value of assets
      exchanged for stock and operating partnership
  units

      Gain

                3,645,584.00

                   Fair value of assets
      exchanged minus carrying value of assets
  exchanged

      Item 4T. Controls and
Procedures, page 31

                7.

                We
      note that you did not include the conclusions of your principal executive
      and principal financial officers, or persons performing similar functions,
      regarding the effectiveness of your disclosure controls and procedures as
      of the end of the period covered by the report, based on the evaluation of
      those controls and procedures required by paragraph (b) of Rule 13a-15 or
      Rule 15d-15 of the Exchange Act. Please amend your filing to comply with
      the disclosure requirements of Item 307 of Regulation S-K. In doing so,
      please consider whether management’s failure to perform or complete its
      assessment of disclosure controls and procedures, or to provide
      management’s conclusion as to the effectiveness of your disclosure
      controls and procedures, impacts its conclusions disclosed in the amended
      filing. This comment also applies to your Form 10-Q for the quarter ended
      March 31, 2008.

          4

      RESPONSE:
We note the Staff’s comment and acknowledge that we were required to include the
conclusions of our principal executive and principal financial officers
regarding the effectiveness of our disclosure controls and procedures in
accordancewith Item 307 of Regulation S−K. The principal executive and principal
financial officers did perform such an assessment prior to filing the Form 10-Q
for each of the quarters ended March 31, 2008 and June 30, 2008, but the
required disclosure with respect to such assessment was inadvertently omitted
from each such Form 10-Q. In response to the Staff’s comment, the Company
intends to amend each such Form 10-Q in the manner set forth in Exhibit B and Exhibit C attached
hereto.

      *****

      In connection with responding to the
Staff’s comments, we acknowledge 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 do not
      foreclose the Commission from taking any action with respect to 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 securities
      laws of the United States.

      In addition, the Company understands
that the Division of Enforcement has access to all information that it provides
to the Staff of the Division of Corporation Finance in their review of our
filings or in response to their comments on our filings.

      Please direct any further questions or
comments concerning this response letter, the Annual Report, the Quarterly
Reports and the proposed amendments thereto to the undersigned at (713) 827-9595, extension 3027.

                      Sincerely,

                      /s/  David K.
Holeman

                      David K.
Holeman

                      Chief Financial
Officer

      Attachments
(3)

          5

        Exhibit
A

        UNITED
STATES

        SECURITIES
AND EXCHANGE COMMISSION

        Washington,
D.C. 20549

        FORM
10-K/A

        (Amendment
No. 2)

        (Mark
One)

                    x

Mail Stop 4561
         October 9, 2008
Mr. David K. Holeman Chief Financial Officer Whitestone REIT 2600 South Gessner, Suite 500 Houston, TX 77063

Re: Whitestone REIT
  Form 10-K for the Year Ended December 31, 2007
Forms 10-Q for the Quarters Ended March 31, 2008 a nd June 30, 2008
  File No. 0-50256

Dear Mr. Holeman:
We have reviewed your filings 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.

Mr. David K. Holeman
Whitestone REIT
October 9, 2008 Page 2  Form 10-K for the Year Ended December 31, 2007

 Item 5. Market for Registrant’s Common Equ ity, Related Shareholder Matters and Issuer
Purchases of Securities, page 18
1. You disclose that shareholders that received approximately 64,000 shares issued
under your dividend reinvestment plan on or after October 2, 2006, could be
entitled to rescission rights.  Please tell us  how you determined that these shares
should be classified as shareholders’ equity and not as a liability.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 21
 Liquidity and Capital Resources, page 25

2. You disclose that your $10.0 million mortga ge loan is payable in equal monthly
installments of principal and interest of $60,212.  However, we note that you have
included the entire outstanding principal ba lance of this note in the “More than 5
Years” column in your tabular presentation of contractual obligations.  In future
filings, please revise this tabl e and the table of annual debt maturities included in
Note 9 to include the principal payments due by period.
3. In future filings, please revi se your tabular presentation of contractual obligations
to include your interest commitments under your interest-bearing debt in this
table, or provide textual discussion of this obligation below the table. If you
provide a textual discussion, the discussion should quantify the interest payments
using the same time frames stipulated in the table. Regardless of whether you
decide to include interest payments in th e table or in textual discussion below the
table, you should provide appr opriate disclosure with respect to your assumptions
of your estimated variable rate interest payments.

Notes to Consolidated Financial Statements, page F-7

Note 9. Debt, page F-14
4. Please disclose in future filings whethe r you are in compliance with the covenants
in your various loan agreements.

Exhibits 31.1 and 31.2
5. We refer you to paragraph 4 of your certifi cations and note that it is missing the
words “and internal control over financia l reporting (as define d in Exchange Act
Rules 13a-15(f) and 15d-15(f))” and also  missing paragraph 4(b) related to
internal control over financ ial reporting.  Please note th at the certifications must

Mr. David K. Holeman
Whitestone REIT
October 9, 2008 Page 3
be exactly as set forth in Item 601(b)(31) (i) of Regulation S-K.  Please file an
abbreviated amendment to your Form 10- K that consists of the cover page,
explanatory note, signature page a nd paragraphs 1, 2, 4, and 5 of the
certifications.

Form 10-Q for the Quarter Ended June 30, 2008

Note 10. Related-Party Transactions, page 15
6. Please tell us how you determined to record a gain of approximately $3.6 million related to the settlement of litigati on with Allen R. Hartman and Hartman
Management L.P., citing the authorita tive literature upon which you relied in
reaching this conclusion.  Specifically tell us how you determined that the
settlement was not a treasury stock tran saction subject to th e provisions of ARB
43, Chapter 1B; APB Opinion No. 6, para graphs 12 and 13; and APB Opinion
No. 9, paragraph 28.

Item 4T. Controls and Procedures, page 31

7. We note that you did not include the conc lusions of your principal executive and
principal financial officers, or persons pe rforming similar functions, regarding the
effectiveness of your disclosure controls  and procedures as of the end of the
period covered by the report, based on th e evaluation of those controls and
procedures required by paragraph (b) of  Rule 13a-15 or Rule 15d-15 of the
Exchange Act.  Please amend your f iling to comply with the disclosure
requirements of Item 307 of Regulati on S-K.  In doing so, please consider
whether management's failure to perform or  complete its assessment of disclosure
controls and procedures, or to provid e management's conclusion as to the
effectiveness of your disclosure controls  and procedures, impacts its conclusions
disclosed in the amended filing.  This comment also applies to your Form 10-Q
for the quarter ended March 31, 2008.

*****

Please respond to these comments via EDGA R within 10 business days or tell us
when you will provide us with a response.  Please understand that we may have
additional comments after reviewin g your 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 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.

Mr. David K. Holeman
Whitestone REIT October 9, 2008 Page 4     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 filings; 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.

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 filings or in response to our comments on your filing.
You may contact Jonathan Wiggins at ( 202) 551-3694 or me at (202) 551-3486 if
you have questions regarding comments on the financial statements and related matters.
          S i n c e r e l y ,

Daniel L. Gordon
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

February 20, 2007

Mail Stop 3628

Via U.S. Mail and Facsimile (972)291-0715

Patricia Jordaan, Esq.
The Jordaan Law Firm
2911 Turtle Creek Blvd.
Dallas, Texas 75219

  Re:   Hartman Commercial Properties REIT
Revised Preliminary Consent Solicitation Statement filed by Allen
Hartman and Hartman Management, L.P. on Feb. 1, 2007
File No. 000-50256

Dear Ms. Jordaan:

 We have reviewed the above filing and have the following comments.

General

1. We note that provisions in the REIT’s current governance documents preclude
shareholder action by written consent.  We further note the temporary restraining order which
limits the parties ability to solicit consents.  While we note that the legality of the provisions is in litigation, it remains unclear whether and how the parties may solicit valid consents prior to the resolution of the litigation.  Please advise.   Further, expand the disclosure to discuss when the parties expect to receive a determination from the court regarding the validity of the provisions.

2. We note that you filed and disseminated copies of the parties’ counterclaim against the
REIT and management with the preliminary consent statement.  Please note that all soliciting materials, including the counterclaim, are subject to  Rule 14a-9.  Accordingly, to the extent that
the documents do not already provide a reasonable basis for your assertions and allegations, you

Patricia Jordaan
February 20, 2007 Page 2
should provide a basis for all assertions and allegations included in the counterclaim.  For example, you claim the board “secretly hatched a plan to steal Hartman Management from Mr. Hartman without paying a penny.”  Please support.   Further, you should revise the preliminary
consent statement to include an update on the status of the counterclaims and the allegations therein.

Preliminary Consent Solicitation Statement

Q.  Why is the consent solicitation conditional upon ruling by the Federal court?, page 5

3. Provide the source of the quote at the bottom of page five.  Further, supplementally
provide copies of all third party reports, opi nions or other sources from which you provide
excerpts.  For example, please provide a copy of the litigation papers to which you refer and the article entitled “Proxy Fights – FUR Continues to Pay for Lost Battles.”  State whether or not such third party sources consented to the use of the materials.  See Rule 14a-14(c).

4. Please expand to briefly describe the bylaw provision that First Union purported to use to
prevent Gotham from voting its shares.

Q.  What concerns do you have about Mr. Mastandrea?, page 8

5. Provide support for the assertions regarding Paragon and First Union.  For example,
provide copies of any Paragon or First Union pre ss releases and filings to which you refer.
Further, revise to clearly identify statements of  belief and opinion as such.  For example only, we
direct you to the fourth paragraph on page 9.

6. The disclosure implies that Mr. Mastandrea will seek a merger between Paragon and the
REIT.  Expand to clarify whether Mr. Mastandr ea himself has indicated that he intends to
propose a merger or other transaction between the REIT and Paragon.  Further, clarify whether such a transaction would be subject to board and/or shareholder approval.

7. It is unclear why Paragon’s withdrawn regi stration statement supports your concerns
about Mr. Mastandrea.  Please expand.  In this regard, explain why the April 12, 2006 press release is related to the registration statement.

8. Provide support for the statements in paragraph “9.” on page eleven regarding Mr.
Mastandrea’s actions at First Union.  For example only, we note the statement that “expenses and salaries are way out of line.”  Please note that statements made in other proxy statements still must be supported in connection with the current solicitation.

Patricia Jordaan
February 20, 2007 Page 3
Q.  What is your historical track record?,  page 12

9. Disclose the source of the cash used to fund dividend distributions, e.g., revenues.
Supplementally provide and disclose in the document the source of the information regarding the REIT’s asset growth.

Q.  What is your strategy going forward?, page 13

10. Revise to clearly identify statements of belief and opinion as such and provide support
for all such statements and allegations.  In this regard and as an example only, we note your assertion that the current board has breached agreements and exposed the REIT to material legal liability.  Please characterize as your belief or  opinion and provide adequate support for your
statement.  See Rule 14a-9.

The Federal Action, page 17

11. We note the assertion that the REIT’s communications should have been filed pursuant to
Regulation 14A and “include numerous misstatements and omissions.”  Allegations of misconduct are improper absent explicit support contained in the document.  See Rule 14a-9.  Please revise or advise.

12. The applicability of Delaware law is unclear.  Please expand to clarify or delete.  Further,
to the extent you are referring to case law, briefly describe the facts of such cases so that readers may assess the applicability.  Supplementally provide copies of all cases.  Further, please advise as to whether you have described all the applicable law, including, for example, applicable Maryland statutes.

13. Please provide the support for your statement that Mr. Mastandrea testified under oath
that the Entrenchment Actions were in direct response to the consent solicitation.

Claims made by Mr. Mastandrea … , page 19

14. Revise to clearly identify statements of belief and opinion as such and provide support
for all such statements and allegations.    For example only, you state that the board violated the advisory agreement.  This is a legal conclusion that has not been made, accordingly, please characterize appropriately.

15. The statement that the line of credit disclosure is incorporated into the consent statement
is unclear.  Please clarify whether the change of control provision would be applicable and
clarify from what document is the information incorporated.  Further, the authority to incorporate such information is unclear.  Please advise.  This comment also applies to the attempt to incorporate information from the REIT May 1, 2006 proxy statement in this section

Patricia Jordaan
February 20, 2007 Page 4
and throughout the document (e.g., pages 26, 27 and 29).  Please revise to provide all required information (including with respect to Mr. Hartman) or advise.

16. To provide balanced disclosure, disclose any conflicts between Mr. Hartman and the
REIT. It is not appropriate to incorporate this information by reference.

 You should file an amendment to the preliminary consent solicitation statement in response to this letter of comment.  You should include a letter responding to each comment, noting the location in the revised material of the change.  If you believe that any staff comment raised in this letter is  inappropriate or feel that no change is required, please so indicate in the response letter and provide the basis for such position. In the absence of such response, we assume you will comply with staff comments.

 Direct any questions to the undersigned at (202) 551-3265 or by facsimile to
(202)551-7203

 Sincerely,

      Pamela Carmody
      Special Counsel
      O f f i c e  o f  M e r g e r s
      and Acquisitions

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

       DIVISION OF
CORPORATION FINANCE

December 7, 2006

VIA FACSIMILE (972) 291-0715
Patricia Jordaan, Esq.
The Jordaan Law Firm
2911 Turtle Creek Blvd.
Dallas, Texas 75219
(972) 291-0715

Re: Hartman Commercial Properties REIT
Preliminary Consent Solicitation Stat ement filed by Allen R. Hartman and
Hartman Management, L.P. on November 29, 2006
File Number: 000-50256

Dear Ms. Jordaan:

 We have reviewed your above-referenced filing and have the following comments.

Schedule 14A
1. In your future filings, please be mindful of your obligations under Rule 14a-9.  In this regard, support for each statement of belief or opinion must  be self-evident, disclosed in your filings
or provided to the staff on a supplemental ba sis.  Some examples  of what, depending upon
particular facts and circumstances, may be misleading within the meaning of Rule 14a-9 may include material which directly or indirec tly impugns character, integrity or personal
reputation, or directly or indi rectly makes charges concerning improper, illegal or immoral
conduct or associations without  factual foundation.  See Note to Rule 14a-9 under Regulation
14A.  Examples of some of the statements in your filing that either should not be made in
future filings, or must be supported, incl ude, but are not limited to the following:
• We believe that the current Board as consti tuted and the current management team, with
James C. Mastandrea, as Chairman and CEO, are not the right trustees to manage The
Hartman REIT;
• We believe that the Mastandrea Board is not pursuing the most effective plan to protect
and enhance your investment in The Hartman REIT; and
• We believe that the long-term strategy form ulated by the Hartman Parties is the better
alternative to enhance your shareholder value.

Patricia Jordaan, Esq.
The Jordaan Law Firm  December 7, 2006 Page 2
Question:  Why do you believe th e Mastandrea Board is not the ri ght leadership to manage the
H a r t m a n  R E I T ?   P a g e  6
2. Please amend your disclosure throughout this section to identify the casual relationship
between the question you pose and the “answer s” you provide.  For example, it is not
clear how Mr. Mastandrea’s serving as pres ident and CEO of two public companies is a
“conflict of interest” or a “breach of duties of loyalty and care” to shareholders.  Explain how Mr. Mastandrea’s compensation to serv e as Paragon’s officer and director makes
him not the right leadership.  Explain what a withdrawn registration statement has to do
with your allegation of “failed strategy” at  being a public company.  Explain how the
information regarding Paragon’s shell status discredits Mr. Mastandrea and “his” board.
3. Provide us with support in a supplemental resp onse as to the nature of the notification by
Amex to Paragon described on page 7.

B, page 9
4. Amend your disclosure to provide support for your statement of belief that Mr.
Mastandrea has tortiously interfered with the Hartman Parties’ contractual relationships, breached existing agreements and exposed The Hartman REIT to significant legal liability.”  You should explain in deta il what you mean even though support may be
included or outlined in your counterclaim filed in litigation.

Question:  What is you r strategy going forward?
Continue Our Operating Strategy
5. Amend your disclosure to provide more deta ils as to your proposed strategy of (1)
focusing on Texas regionally, for example, id entify particular areas within Texas or
explain that this simply means limited to Te xas, if true; (2) dive rsification by property
type, identifying the types; and (3) conservative capital management.
6. We note your statement at the bottom of page  10 that “the current Board strategy has
been to raid Hartman Management, breach  contractual agreements and expose The
Hartman REIT to material legal liability.”  Amend your filing to explain in detail what
you mean by each allegation.
7. You state that you “believe the approval of  [y]our Proposals will provide the Company
with a Board that is better suited to take d ecisive steps to maximize shareholder value.”
Identify the plans of your nominees that  would enable the board to “maximize
shareholder value” and explain what ex actly you mean by the term “maximize
shareholder value.”  Further, clarify what act ions the nominees would be taking with their
election.

Patricia Jordaan, Esq.
The Jordaan Law Firm  December 7, 2006 Page 3
8. We note your statement on page 12 that “We believe the above information demonstrates that James Mastandrea’s business history is tainted.  Allen Hartman’s history is one of
excellent performance and distributions fo r all company shareholders.”  We do not
believe that the information presented in this preliminary consent solicitation statement adequately supports either of these statements.  Please revise  your disclosure to clarify
what you mean by “tainted” and “excellent ” and provide detailed support for each
statement.  Alternatively, please remove the unsupported statements.

Form of Consent Card
9. Please mark your card as preliminary.

Closing Comment

 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 possessi on of all facts relati ng to the filing persons’
disclosure, they are responsible for the accuracy and adequacy of the disclosu res they have made.

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

‚ the filing persons are responsib le 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 th e Commission from taking any action with
respect to the filing; and
‚ the filing persons may not assert staff co mments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

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

*****

Patricia Jordaan, Esq.
The Jordaan Law Firm  December 7, 2006 Page 4
If you do not agree with a comment, then te ll us why in your response.  Your response
letter should be uploaded to EDGAR with the form type label “CORRESP” and linked to the
Exchange Act file number.  Direct any questions to me at (202) 551-3257.  You may also contact me via facsimile at (202) 772-9203.  Please send a ll correspondence to us at the following ZIP
code:  20549.

Very truly yours,
    Celeste M. Murphy
      S p e c i a l  C o u n s e l
Office of Mergers  and Acquisitions