November 22, 2004


Mail Stop 0409



Larry Feldman
Chairman and Chief Executive Officer
Feldman Mall Properties, Inc.
3225 North Central Avenue, Suite 1205
Phoenix, Arizona  85012


Re:	Feldman Mall Properties, Inc.
Supplemental Response dated November 21, 2004
Registration No. 333-118246


Dear Mr. Feldman:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.


General
1. Please note that all correspondence related to your registration
statement, including supplemental correspondence, must be filed on
EDGAR before we bring the registration statement effective.




Exhibit A; Revised Integration Rider
2. The subheading is too vague and generic to adequately describe the
risk that follows.  Revise your risk factor subheading so it reflects
the risk that follows.  See Item 503(c) of Regulation S-K.
3. The risk factor is dense and difficult to follow because you have
provided a large amount of information in a single paragraph.  Please
revise to break-up the text into shorter paragraphs.  See Rule 421(d)
of Regulation C.
4. Please revise the last sentence to indicate that you may avoid
possible liability rather than you will avoid any possible liability.
5. Please confirm supplementally that your auditors have considered
whether to include a contingent liability footnote to your financial
statements, based on the possible rescission right.  Your response
should include a detailed discussion of the auditors` analysis and
conclusions.  Provide additional footnote disclosure if appropriate.
6. Please revise to clarify that the private placement may have been
unavailable because the amount of consideration to be paid in the
formation transactions was not determined before you filed the
registration statement.
7. Please revise your disclosure to explain the consequences of the
private placement exemption being unavailable.  Also, please quantify
the amount of your contingent liability arising from the rescission
rights.


  *  *  *

As appropriate, please amend your registration statement in response
to these comments.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.





	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of the
fact that those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering
of the securities specified in the above registration statement.  We
will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this request
at least two business days in advance of the requested effective
date.

	You may contact Rachel Zablow, Accountant, at (202) 824-5336 or
Donna DiSilvio, Branch Chief, at (202) 942-1852 if you have questions
regarding comments on the financial statements and related matters.
Please contact Jeffrey Shady, Attorney-Advisor, at (202) 942-1901 or
me at (202) 942-1960 with any other questions.


Sincerely,




Elaine Wolff
Special Counsel

cc:	Jay Bernstein, Esq (via facsimile)
Clifford Chance

Feldman Mall Properties, Inc.
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