November 21, 2005

      Mail Stop 4561

Charles J. Schreiber, Jr.
Chief Executive Officer
KBS Real Estate Investment Trust, Inc.
4343 Von Karman Avenue
Newport Beach, CA 92660

Re:	KBS Real Estate Investment Trust, Inc.
	Registration Statement on Form S-11/A-3
      Filed November 16, 2005
      Registration No. 333-126087

Dear Mr. Schreiber:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may 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.
Form S-11
1. Please substantially revise the summary on page 4 to separate
the
answer to the question regarding the experience of your advisor
with
the answer to the question regarding the experience of your
sponsor.
With respect to the experience of your sponsor, please revise to
clarify that the experience you are discussing is that of your
sponsor and substantially revise to briefly summarize the prior
performance disclosure beginning on page 94.  Please delete the
names
of clients of your sponsor and clients of your sponsor`s
affiliates,
and instead clearly identify your sponsor by name.  With respect
to
bullet points three and four on page 5 and 58, if you choose to
retain this disclosure please revise to clarify that these assets
were managed pursuant to management agreements, that they are not
included in prior performance discussion since these investors
were
not passive investors, and tell us how you valued the real estate
assets in bullet point four.  Further, please revise to balance
any
discussion of your sponsor with disclosure that it had no prior
experience managing a REIT.  Further, please delete your reference
to
this entity as a predecessor entity, since this is not a
predecessor
for accounting purposes nor is your Advisor an entity that is
continuing the business of your sponsor.
2. We note your disclosure on page 95 that a majority of the prior
funds paid asset management fees, acquisition and disposition fees
and other fees based on participation interests in net cash flows
after achieving a stipulated return for the investor.  Please tell
us
which fee reflected in Table II reflects the participation
interest
of the sponsor and tell us the asset management fees and the
participation interests and stipulated returns for the investors
in
each prior program.

Prior Performance Summary, beginning on page 94
3. In the second paragraph on page 97, please tell us the basis
for
KBS Realty`s conclusion that it will sell the 66 remaining assets
it
manages at prices "substantially above their current market
value."

Prior Performance Tables

Table II, page F-16

4. Please explain to us the principal reasons for the significant
change in the amount of cash generated from operations prior to
payments to sponsors, as it relates to separate account 12/98,
which
was originally $21.6 million and is now reflected at $65.6
million.

*	*	*

      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 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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;

?	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 this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

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

      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 Howard Efron at 202-551-3439 or Steven
Jacobs,
Accounting Branch Chief, at 202-551-3403 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Charito A. Mittelman at 202-551-3404 or me at 202-
551-
3495 with any other questions.

Sincerely,



Elaine Wolff
Legal Branch Chief

cc:	Robert H. Bergdolt, Esq. (via facsimile)




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Charles J. Schreiber, Jr.
KBS Real Estate Investment Trust, Inc.
November 21, 2005
Page 4