February 16, 2005


Via Facsimile 617.523.1231 and U.S. Mail

Gilbert G. Menna, Esq.
Goodwin Procter LLP
Exchange Place
Boston, MA 02109

RE:	Summit Properties Partnership, L.P. ("Summit LP")
      Schedule TO-I/A filed February 10, 2005
      File No. 5-53141

Dear Mr. Menna:

      We have the following comments on the above-referenced
filing. Because the SC TO incorporates by reference from the Form S-4,
the revisions made in response to these comments should be made in a
Form S-4.

Item 7 of Schedule TO-I - Source and Amount of Funds or Other
Consideration

1. We have reviewed and considered the reply submitted in response
to prior comment number three, and disagree that Summit LP has
adequately explained to unit holders the source and amount of
funds and securities offered in exchange for their existing units.
The response to this item requirement incorporates by reference from
sections of the Form S-4 that appear exclusively dedicated to
disclosure with respect to the merger consideration.  The
disclosure should first be amended to distinguish between the tender
offer and the merger.  In addition, revise the disclosure to summarize
for unit holders in Summit LP the specific sources and total amount of
funds and non-cash consideration being used in the tender offer.
Quantify the total amount of funds and non-cash consideration that
could be issued in the tender offer.  See Item 1007(a) of Regulation
M-A.

Summary - The Exchange Offer, page 10

2. We have reviewed the reply provided in response to prior
comment number six, and disagree with the analysis and conclusion.
The disclosure improperly indicates that the tender offer is being
made to each limited partner other than Summit.  Excluding Summit from
the tender offer contravenes Rule 13e-4(f)(8)(i).  Please revise the
Form S-4 here and in any corresponding locations to make clear, as
discussed by telephone, that Summit will no longer be excluded
from the offer.

Background of the Transaction, page 44

3. We have reviewed the reply provided in response to prior
comment number 8.  Revise the disclosure in the Form S-4 to make
clear, if true, that Summit LP believes the exchange offer consideration
was selected through arm`s length negotiations in reliance upon the
factors identified in your response.  Briefly itemize the factors
upon which Summit LP relied in agreeing to and selecting the
tender offer consideration.  In addition, affirmatively state that no
appraisal of Summit LP`s assets was undertaken for the purpose of
valuing the limited partnership units separately from shares of
Summit common stock.

Opinion of JP Morgan, page 56

4. Please disclose the response received with respect to prior
comment number nine in the Form S-4.

Consequences of Failure to Properly Tender Existing Units in the
Exchange Offer, page 71

5. Revise to indicate that the new partnership agreement is the
source of legal authority governing the automatic conversion of
existing partnership units for new units.

6. We have reviewed the reply provided in response to prior
comment number 12, and disagree with the analysis and conclusion.
As the response in reply to prior comment number 11 indicates, the
new partnership agreement, by its terms, operates to require the
automatic conversion of existing partnership units into new units
following expiration of the tender offer.  The solicitation of
consents in favor of the new partnership agreement may therefore
constitute an arrangement to purchase the existing partnership
units outside of the tender offer in contravention of Rule 14e-5.
Revise the disclosure in the Form S-4 to indicate the solicitation
of consents in favor of the new partnership agreement may not comply
with Rule 14e-5.  Alternatively, please submit a request for no-
action relief with the Division of Market Regulation.

7. Revise to disclose the originally anticipated legal termination
date of the partnership as described in the original partnership
agreement.

Capitalization, page 83

8. To the extent the number of shares sought in the tender offer
is increased to reflect the number of shares outstanding, please
revise the cover page of Schedule TO in order to recalculate the new
filing fee owed.  Alternatively, revise to affirmatively indicate, if
true, that Summit will not be tendering their shares into the tender
offer and Summit LP, in reliance upon such representation, will not be
changing the overall amount of units sought.

Closing Comments

      Please amend your Form S-4 by filing a post-effective
amendment to promptly comply with our comments.  If you do not agree
with a comment, then tell us why in your response.  As required by
Regulation S-T, please submit the response electronically and
ensure that the amended Form S-4 is marked to reflect changes.

      Please direct any questions to me at (202) 942-2920.  You
may also contact me via facsimile at (202) 942-9638.  Please send all
correspondence to us at the following ZIP code:  20549-0303.


								Sincerely,


								Nicholas P. Panos
								Special Counsel
								Office of Mergers &
								Acquisitions