Edgar Filing: FRANKLIN STREET PROPERTIES CORP /MA/

As filed with the Securities and Exchange Commission on January 12, 2005
Registration No. 333-118712
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 2 TO FORM S-3

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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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FRANKLIN STREET PROPERTIES CORP.
(Exact Name of Registrant as Specified in Its Charter)

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Maryland
(State or Other Jurisdiction of
Incorporation or Organization)

04-3578653
(I.R.S. Employer Identification Number)

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401 Edgewater Place, Suite 200
Wakefield, MA 01880
(781) 557-1300
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)

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George J. Carter
President and Chief Executive Officer
Franklin Street Properties Corp.
401 Edgewater Place, Suite 200
Wakefield, MA 01880
(781) 557-1300
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)

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Copies to:

Kenneth A. Hoxsie, Esq.
Jeffrey A. Hermanson, Esq.
Maria D. Stahl, Esq.
Wilmer Cutler Pickering
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Telephone: (617) 526-6000
Telecopy: (617) 526-5000

Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this registration statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|

If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_| _______

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| __________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

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The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the registration statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED.

SUBJECT TO COMPLETION. DATED January __, 2005.

25,000,091 Shares

FRANKLIN STREET PROPERTIES CORP.

Common Stock

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Franklin Street Properties Corp., or FSP Corp., is registering 25,000,091
shares of its common stock held by the persons named herein as "selling
stockholders" pursuant to a registration statement of which this prospectus is a
part. Our common stock is not listed or quoted on any national exchange or
market. We intend to apply to list our common stock on the American Stock
Exchange, or the AMEX. We cannot give any assurances that we will file such
listing application with AMEX or, in the event we do, that AMEX will accept our
listing application or that a meaningful trading market in our common stock will
develop should AMEX accept our listing application. The selling stockholders or
their pledgees, donees, transferees or other successors-in-interest named herein
may offer the shares from time to time through public, if our common stock were
to trade on the AMEX, or private transactions at prevailing market prices, at
prices related to prevailing market prices or at privately negotiated prices.

FSP Corp. will not receive any of the proceeds from any future sale of the
shares being registered hereby.

The current offering price of a share of our common stock is $17.70. If
and when our common stock is listed or quoted on a national exchange or market,
we expect that shares of our common stock would be offered at prevailing market
prices which may be equal to, greater than or less than $17.70 per share.

See "Risk Factors" on page 4 to read about factors you should consider
before buying shares of our common stock.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

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Prospectus dated __________________, 2005.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this
prospectus. This summary does not contain all of the information that you should
consider before investing in our common stock. You should read the entire
prospectus carefully, especially the risks of investing in our common stock
discussed under "Risk Factors".

Franklin Street Properties Corp.

We operate in two business segments and have two principal sources of
revenue:

o Real estate operations, including real estate leasing, interim
acquisition financing and asset/property management, which generate
rental income, loan origination fees and management fees,
respectively.

o Investment banking/investment services, which generate brokerage
commissions and other fees related to the organization of
single-purpose entities that own real estate and the private
placement of equity in those entities. We call these entities
Sponsored Entities, and although we previously organized them as
partnerships, in 2001 we began to organize them as corporations
operated in a manner intended to qualify as real estate investment
trusts, and refer to them as Sponsored REITs.

Real Estate

We own a portfolio of real estate, consisting of 28 properties as of
August 15, 2004, which includes apartment complexes, office buildings and
industrial use properties. We derive rental revenue from income paid to us by
tenants of these properties.

FSP Corp. typically makes a loan to each Sponsored REIT secured by a
mortgage on the borrower's real estate. Those loans produce revenue in the form
of interest and loan origination fees. These loans typically are repaid out of
the proceeds of the borrower's equity offering.

We also provide asset management services, property management services
and/or property accounting services to certain of our Sponsored REITs through
our subsidiary FSP Property Management. FSP Corp. recognizes revenue from our
receipt of fee income from those Sponsored REITs that have not been acquired by
us. FSP Property Management does not receive any rental income.

Investment Banking/Investment Services

Through our subsidiary FSP Investments, which acts as a real estate
investment banking firm and broker/dealer, we organize Sponsored REITs, and sell
equity in them through private placements exempt from registration under the
Securities Act of 1933. These single-purpose entities each typically acquire a
single real estate asset. FSP Investments sells preferred stock in the Sponsored
REITs through best efforts offerings to "accredited investors" within the
meaning of Regulation D of the Securities Act. We retain 100% of the common
stock interest in the Sponsored REITs. Since 1997, FSP Investments has sponsored
38 Sponsored Entities, 14 of which were partnerships, and 24 of which were
Sponsored REITs.

FSP Investments derives revenue from commissions received in connection
with the sale of equity interests in the Sponsored REITs and from fees paid by
the Sponsored REITs for its services in identifying, inspecting and negotiating
to purchase real properties on their behalf. FSP Investments is a registered
broker/dealer with the Securities and Exchange Commission and is a member of the
National Association of Securities Dealers, Inc. We have made an election to
treat FSP Investments as a "taxable REIT subsidiary" for federal income tax
purposes.

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Recent Developments

Redemption of Fractional Shares

On August 16, 2004 we redeemed all of the outstanding fractional shares of
our common stock. We redeemed an aggregate of 576.95 shares of common stock at a
price per share of $17.70 for an aggregate purchase price of $10,212. The price
per share was determined as set forth under "Determination of the Fair Market
Value of Our Common Stock" on page 12.

Listing on AMEX

We intend to apply to list our common stock on the American Stock
Exchange, or the AMEX, under the symbol "FSP." We expect our listing application
will cover an aggregate of 62,470,934 shares of our common stock, consisting of
all of the shares of our common stock outstanding as of August 13, 2004
(including the shares covered by this prospectus), 1,946,178 shares of our
common stock issuable under our 2002 Stock Incentive Plan and approximately
10,894,994 shares of common stock we intend to issue in the transactions
described below under "Merger Transactions." We cannot give any assurances that
we will file such listing application or, in the event we do, that AMEX will
accept our listing application or that a meaningful trading market in our common
stock will develop should AMEX accept our listing application. Our common stock
is not listed or quoted on any national exchange or market today. If we do not
list our common stock on AMEX or if our listing application is not accepted by
AMEX, there will continue to be no public trading market for our common stock.

Merger Transactions

On August 13, 2004, FSP Corp., 4 wholly-owned acquisition subsidiaries and
4 real estate investment trusts previously syndicated by FSP Corp., or "Target
REITs", entered into a merger agreement whereby the related wholly-owned
acquisition subsidiary of FSP Corp. will acquire a Target REIT by merger. The
Target REITs are FSP Addison Circle Corp., FSP Collins Crossing Corp., FSP
Montague Business Center Corp. and FSP Royal Ridge Corp., each a Delaware
corporation. The acquisition subsidiaries are Addison Circle Acquisition Corp.,
Collins Crossing Acquisition Corp., Montague Acquisition Corp. and Royal Ridge
Acquisition Corp. The merger agreement also provides for the issuance of shares
of our common stock to the holders of preferred stock of the Target REITs as
merger consideration.

The merger agreement provides that upon consummation of the mergers, each
share of preferred stock in the Target REITs will be converted into that number
of shares of our common stock set forth below opposite the name of the
applicableTarget REIT.

Shares of our Total shares of
common our
Total number of stock issuable in common stock
shares of exchange for each issuable
preferred stock share to Target REIT
Target REIT outstanding of preferred stock stockholders*

Addison Circle 636 5,948.67 3,783,354

Collins Crossing 555 6,167.63 3,423,035

Montague 334 5,649.72 1,887,007

Royal Ridge 297.50 6,055.79 1,801,598

* Rounded to the nearest whole share.

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Consummation of the mergers is subject to a number of conditions and will
not occur unless, among other things, the holders of a majority of preferred
stock of each Target REIT vote to approve the mergers. We anticipate the mergers
to be consummated on or about December 31, 2004 or earlier if all the conditions
to the mergers are satisfied.

Corporate Information

FSP Corp. is a Maryland corporation that operates in a manner intended to
qualify as a real estate investment trust for federal income tax purposes. FSP
Corp. is the successor to Franklin Street Partners Limited Partnership, or the
FSP Partnership, which was originally formed as a Massachusetts general
partnership in January 1997 as the successor to a Massachusetts general
partnership that was formed in 1981. On January 1, 2002, the FSP Partnership
converted into FSP Corp. As a result of this conversion, the FSP Partnership
ceased to exist and we succeeded to the business of the FSP Partnership. In the
conversion, each unit of both general and limited partnership interests in the
FSP Partnership was converted into one share of our common stock. As a result of
the conversion, we hold, directly and indirectly, 100% of the interest in three
former subsidiaries of the FSP Partnership: FSP Investments LLC, FSP Property
Management LLC, and FSP Holdings LLC. We operate some of our business through
these subsidiaries.

On June 1, 2003, we acquired 13 real estate investment trusts by merger.
In these mergers, we issued 25,000,091 shares of our common stock to holders of
preferred stock in these REITs. As a result of these mergers, we now hold all of
the assets previously held by these REITs. As part of its growth strategy, FSP
Corp. may make similar acquisitions in the future. The proposed acquisition of
the Target REITs discussed earlier is part of that strategy.

Our principal executive offices are located at 401 Edgewater Place, Suite
200, Wakefield, Massachusetts 01880. The telephone number of our principle
executive office is (781) 557-1300. We do not maintain a website.

For additional information about FSP Corp. and our business, see "Where
You Can Find More Information."

We use the terms "FSP Corp.", the "company", "we", "us" and "our" in this
prospectus to refer to the business of Franklin Street Properties Corp. and its
subsidiaries unless otherwise noted.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. Our
common stock is not listed or quoted on any national exchange or market. We
intend to apply to list our common stock on the American Stock Exchange, or the
AMEX, under the symbol "FSP." We cannot give any assurances that we will file
such listing application or, in the event we do, that AMEX will accept our
listing application or that a meaningful trading market in our common stock will
develop should AMEX accept our listing application. You should consider
carefully the following information about these risks, together with the other
information contained or incorporated by reference in this prospectus. Any of
the risk factors we describe below could severely harm our business, financial
condition and operating results.

REAL ESTATE AND BUSINESS RISKS

If we are not able to collect sufficient rents from each of our owned real
properties, we may suffer significant operating losses or a reduction in cash
available for future dividends.

A substantial portion of our revenues is generated by the rental income of
our real properties. If our properties do not provide us with a steady rental
income as a result of our inability to re-lease space upon the termination of
existing leases or the inability of existing tenants to meet their obligations
under existing leases, our revenues will decrease and may cause us to incur
operating losses in the future or incur a reduction in cash available for future
dividends.

We face risks in continuing to attract investors for Sponsored REITs.

Our investment banking/investment services business continues to depend
upon its ability to attract purchasers of equity interests in Sponsored REITs.
Our success in this area will depend on the propensity and ability of investors
who have previously invested in Sponsored REITs to continue to invest in future
Sponsored REITs and on our ability to expand the investor pool for the Sponsored
REITs by identifying new potential investors. Moreover, our investment
banking/investment services business may be affected to the extent existing
Sponsored REITs incur losses or have operating results that fail to meet
investors' expectations.

If we are unable to fully syndicate a Sponsored REIT, we may be required to keep
a balance outstanding on our line of credit or use our cash balance to repay our
line of credit, which may reduce cash available for distribution to our
stockholders.

We typically draw on our line of credit to make an interim mortgage loan
to a Sponsored REIT, so that it can acquire real property prior to the
consummation of the offering of its equity interests; this interim loan is
secured by a first mortgage of the real property acquired by the Sponsored REIT.
Once the offering has been completed, the Sponsored REIT repays the loan out of
the offering proceeds. If we are unable to fully syndicate a Sponsored REIT, the
Sponsored REIT could be unable to fully repay the loan, and we would have to
satisfy our obligation under our line of credit through other means. If we are
required to use cash for this purpose, we would have less cash available for
distribution to our stockholders.

Failure to renew, replace or extend our line of credit could have a material
adverse effect on the cash available for distribution to our stockholders and
would limit our growth.

Our line of credit matures in August 2005. We typically draw on our line
of credit to make an interim mortgage loan to a Sponsored REIT, so that the
Sponsored REIT can acquire real property prior to the consummation of the
offering of such Sponsored REIT's equity interests. Once the offering has been
completed, the Sponsored REIT repays the loan out of the offering proceeds. An
inability to renew, replace or extend our line of credit could result in
difficulty financing growth in the investment banking/investment services
segment of our business. It could also result in a reduction in the cash
available for distribution to our stockholders because revenue for our
investment banking/investment services segment is directly related to the amount

of equity raised by Sponsored REITs which we syndicate. In addition, a
significant part of our growth strategy is to acquire additional real properties
by cash purchase or by acquisition of Sponsored REITs, and the loss of the line
of credit would make it substantially more difficult to pursue acquisitions by
either method. To the extent we have a balance outstanding on the line of credit
on the date of its maturity, we would have to satisfy our obligation through
other means. If we are required to use cash for this purpose, we would have less
cash available for distribution to our stockholders.

We may not be able to find properties that meet our criteria for purchase.

Growth in our investment banking/investment services business and our
portfolio of real estate is dependent on the ability of our acquisition
executives to find properties for sale which meet our investment criteria. To
the extent they fail to find such properties, we will be unable to syndicate
offerings of Sponsored REITs to investors or enlarge our portfolio, and our
business could have lower revenue, which would reduce the cash available for
distribution to our stockholders.

We are dependent on key personnel.

We depend on the efforts of George Carter, our Chief Executive Officer,
and our other executive officers. If any of them were to resign, our operations
could be adversely affected. We do not have employment agreements with Mr.
Carter or any other of our executive officers.

Our level of dividends may fluctuate.

Because our investment banking/investment services business is
transactional in nature and real estate occupancy levels and rental rates can
fluctuate, we cannot predict our level of revenue from such activities. As a
result of this, the amount of cash available for distribution may fluctuate,
which may result in us not being able to maintain or grow dividend levels in the
future.

The real properties held by us may significantly decrease in value.

As of November 15, 2004, we owned 28 properties. Some or all of these
properties may decline in value. To the extent our real properties decline in
value, our stockholders could lose some or all the value of their investments.
Although currently there is no public market for the shares of our common stock,
the value of our common stock may still be adversely affected if the real
properties held by us decline in value since these real properties represent the
majority of the tangible assets held by us. Moreover, if either we are forced to
sell or lease the real property held by us below its initial purchase price or
its carrying costs or if we are forced to lease real property at below market
rates because of the condition of the property, our results of operations would
be adversely affected and such negative results of operations may result in
lower dividends being paid to holders of our common stock.

We face risks in owning and operating real property.

An investment in us is subject to the risks incident to the ownership and
operation of real estate-related assets. These risks include the fact that real
estate investments are generally illiquid, which may impact our ability to vary
our portfolio in response to changes in economic and other conditions, as well
as the risks normally associated with:

o changes in general and local economic conditions;

o the supply or demand for particular types of properties in
particular markets;

o changes in market rental rates;

o the impact of environmental protection laws; and

o changes in tax, real estate and zoning laws.

Certain significant costs, such as real estate taxes, utilities, insurance
and maintenance costs, generally are not reduced even when a property's rental
income is reduced. In addition, environmental and tax laws, interest rate
levels, the availability of financing and other factors may affect real estate
values and property income. Furthermore, the supply of commercial and
multi-family residential space fluctuates with market conditions.

We face risks from tenant defaults or bankruptcies.

If any of our tenants defaults on its lease, we may experience delays in
enforcing our rights as a landlord and may incur substantial costs in protecting
our investment. In addition, at any time, a tenant of one of our properties may
seek the protection of bankruptcy laws, which could result in the rejection and
termination of such tenant's lease and thereby cause a reduction in cash
available for distribution to our stockholders.

We may encounter significant delays in re-letting vacant space, resulting in
losses of income.

When leases expire, we will incur expenses and may not be able to re-lease
the space on the same terms. Certain leases provide tenants the right to
terminate early if they pay a fee. If we are unable to re-lease space promptly,
if the terms of the replacement bases are significantly less favorable than
anticipated or if the costs are higher, we may have to reduce distributions to
our stockholders. Approximately 8.2% of our rental revenue from commercial
properties is from leases which expire over the next twelve months and
substantially all of the leases relating to our residential apartment properties
do not extend beyond twelve months.

We face risks from geographic concentration.

The properties in our portfolio, by aggregate square footage, are
distributed geographically as follows: Southwest - 26%, Northeast - 31%, Midwest
- 19%, West - 16% and Southeast 8%. However, within certain of those segments,
we hold a larger concentration of our properties in Houston, Texas - 18% and
Washington, DC - 13%. We are likely to face risks to the extent that any of
these areas in which we hold a larger concentration of our properties suffer
deteriorating economic conditions.

We compete with national, regional and local real estate operators and
developers, which could adversely affect our cash flow.

Competition exists in every market in which our properties are located and
in every market in which our properties will be located. We compete with, among
others, national, regional and numerous local real estate operators and
developers. Such competition may adversely affect the percentage of leased space
and the rental revenues of our properties, which could adversely affect our cash
flow from operations and our ability to make expected distributions to our
stockholders. Some of our competitors may have more resources than we do or
other competitive advantages. Competition may be accelerated by any increase in
availability of funds for investment in real estate. For example, decreases in
interest rates tend to increase the availability of funds and therefore can
increase competition. To the extent that our properties continue to operate
profitably, this will likely stimulate new development of competing properties.
The extent to which we are affected by competition will depend in significant
part on local market conditions.

There is limited potential for an increase in leased space gains in our
properties.

We anticipate that future increases in revenue from our properties will be
primarily the result of scheduled rental rate increases or rental rate increases
as leases expire. Properties with higher rates of vacancy are generally located
in soft economic markets so that it may be difficult to realize increases in
revenue when vacant space is re-leased.

We are subject to possible liability relating to environmental matters, and we
cannot assure you that we have identified all possible liabilities.

Under various federal, state and local laws, ordinances and regulations,
an owner or operator of real property may become liable for the costs of removal
or remediation of certain hazardous substances released on or in its property.
Such laws may impose liability without regard to whether the owner or operator
knew of, or caused, the release of such hazardous substances. The presence of
hazardous substances on a property may adversely affect the owner's ability to
sell such property or to borrow using such property as collateral, and it may
cause the owner of the property to incur substantial remediation costs. In
addition to claims for cleanup costs, the presence of hazardous substances on a
property could result in the owner incurring substantial liabilities as a result
of a claim by a private party for personal injury or a claim by an adjacent
property owner for property damage.

In addition:

o future laws, ordinances or regulations could impose material
environmental liability;

o the current environmental conditions of our properties could be
affected by the condition of properties in the vicinity of such
properties (such as the presence of leaking underground storage
tanks) or by third parties unrelated to us;

o tenants could violate their leases by introducing hazardous or toxic
substances into our properties that could expose us to liability
under federal or state environmental laws; or

o environmental conditions, such as the growth of bacteria and toxic
mold in heating and ventilation systems or on walls, could occur at
our properties and pose a threat to human health.

We are subject to compliance with the Americans With Disabilities Act and fire
and safety regulations which could require us to make significant capital
expenditures.

All of our properties are required to comply with the Americans With
Disabilities Act (ADA), and the regulations, rules and orders that may be issued
thereunder. The ADA has separate compliance requirements for "public
accommodations" and "commercial facilities," but generally requires that
buildings be made accessible to persons with disabilities. Compliance with ADA
requirements might require, among other things, removal of access barriers and
noncompliance could result in the imposition of fines by the U.S. government, or
an award of damages to private litigants.

In addition, we are required to operate our properties in compliance with
fire and safety regulations, building codes and other land use regulations, as
they may be adopted by governmental agencies and bodies and become applicable to
our properties. Compliance with such requirements may require us to make
substantial capital expenditures, which expenditures would reduce cash otherwise
available for distribution to its stockholders.

There are significant conditions to our obligation to redeem shares of our
common stock, and any such redemption will result in the stockholders tendering
shares receiving less than their fair market value.

Under our redemption plan, we are only obligated to use our best efforts
to redeem shares of our common stock from stockholders wishing to have them
redeemed. There are significant conditions to our obligation to redeem shares of
our common stock including:

o we cannot be insolvent or be rendered insolvent by the redemption;

o the redemption cannot impair our capital or operations;

o the redemption cannot contravene any provision of federal or state
securities laws;

o the redemption cannot result in our failing to qualify as a REIT;
and

o our management must determine that the redemption is in our best
interests.

Any redemption effected by us under this plan would result in those
stockholders tendering shares of our common stock receiving 90% of the fair
market value of such shares, as determined by our board of directors in its sole
and absolute discretion, and not their full fair market value. If our common
stock becomes listed for trading on AMEX or any other national securities
exchange or the NASDAQ National Market, we will no longer be obligated to effect
any redemption.

We may lose capital investment or anticipated profits if an uninsured event
occurs.

We carry or our tenants are obligated to carry comprehensive liability,
fire and extended coverage with respect to each of our properties, with policy
specification and insured limits customarily carried for similar properties.
There are, however, certain types of losses, such as from wars, terrorist
events, pollution or earthquakes, that may be either uninsurable or not
economically insurable (although the properties located in California all have
earthquake insurance). Should an uninsured material loss occur, we could lose
both capital invested in the property and anticipated profits.

Contingent or unknown liabilities acquired in mergers or similar transactions
could require us to make substantial payments.

The properties which we acquired in mergers were acquired subject to
liabilities and without any recourse with respect to liabilities, whether known
or unknown. As a result, if liabilities were asserted against us based upon any
of these properties, we might have to pay substantial sums to settle them, which
could adversely affect our results of operations and financial condition and our
cash flow and ability to make distributions to our stockholders. Unknown
liabilities with respect to properties acquired might include:

o liabilities for clean-up or remediation of environmental conditions;

o claims of tenants, vendors or other persons dealing with the former
owners of the properties; and

o liabilities incurred in the ordinary course of business.

We would incur adverse tax consequences if we failed to qualify as a REIT.

If in any taxable year we do not qualify as a real estate investment
trust, we would be taxed as a corporation and distributions to our stockholders
would not be deductible by us in computing our taxable income. In addition, if
we were to fail to qualify as a real estate investment trust, we could be
disqualified from treatment as a real estate investment trust in the year in
which such failure occurred and for the next four taxable years and,
consequently, we would be taxed as a corporation during such years. Failure to
qualify for even one taxable year could result in a significant reduction of our
cash available for distribution to stockholders or could require us to incur

indebtedness or liquidate investments in order to generate sufficient funds to
pay the resulting federal income tax liabilities. The provisions of the Internal
Revenue Code governing the taxation of real estate investment trusts are very
technical and complex, and although we expect that we will be organized and will
operate in a manner that will enable us to meet such requirements, no assurance
can be given that we will always succeed in doing so. In addition, you should
note that if one or more of the REITs we acquired in June 2003 or any of the
Target REITs did not or does not qualify as a real estate investment trust
immediately prior to the consummation of its acquisition, we would be
disqualified as a REIT as a result of such acquisition.

Provisions in our organizational documents may prevent changes in control.

Our Articles of Incorporation and Bylaws contain provisions, described
below, which may have the effect of discouraging a third party from making an
acquisition proposal for us and may thereby inhibit a change of control under
circumstances that could otherwise give the holders of our common stock the
opportunity to realize a premium over the then-prevailing market prices.

Ownership Limits. In order for us to maintain our qualification as a real estate
investment trust, the holders of our common stock may be limited to owning,
either directly or under applicable attribution rules of the Internal Revenue
Code, no more than 9.8% of the lesser of the value or the number of equity
shares of us, and no holder of common stock may acquire or transfer shares that
would result in our shares of common stock being beneficially owned by fewer
than 100 persons. Such ownership limit may have the effect of preventing an
acquisition of control of us without the approval of our board of directors.
Moreover, we will have the right to redeem any shares of common stock that are
acquired or transferred in violation of these provisions at the market price,
which is determined by our board of directors. This right of redemption will no
longer be effective should we list our common stock on the AMEX or any other
national securities exchange or the NASDAQ National Market. In addition, our
Articles of Incorporation give our board of directors the right to refuse to
give effect to the acquisition or transfer of shares by a stockholder in
violation of these provisions.

Staggered Board. Our board of directors is divided into three classes. The terms
of these classes will expire in 2005, 2006 and 2007, respectively. Directors of
each class are elected for a three-year term upon the expiration of the initial
term of each class. The staggered terms for directors may affect our
stockholders' ability to effect a change in control even if a change in control
were in the stockholders' best interests.

Preferred Stock. Our Articles of Incorporation authorize our board of directors
to issue up to 20,000,000 shares of preferred stock, par value $.0001 per share,
and to establish the preferences and rights of any such shares issued. The
issuance of preferred stock could have the effect of delaying or preventing a
change in control even if a change in control were in our stockholders' best
interest.

Increase of Authorized Stock. Our board of directors, without any vote or
consent of the stockholders, may increase the number of authorized shares of any
class or series of stock or the aggregate number of authorized shares we have
authority to issue. The ability to increase the number of authorized shares and
issue such shares could have the effect of delaying or preventing a change in
control even if a change in control were in our stockholders' best interest.

Amendment of Bylaws. Our board of directors has the sole power to amend our
Bylaws. This power could have the effect of delaying or preventing a change in
control even if a change in control were in our stockholders' best interests.

Stockholder Meetings. Our Bylaws require advance notice for stockholder
proposals to be considered at annual meetings of stockholders and for
stockholder nominations for election of directors at special meetings of
stockholders. Our Bylaws also provide that stockholders entitled to cast more
than 50% of all the votes entitled to be cast at a meeting must join in a
request by stockholders to call a special meeting of stockholders. These
provisions could have the effect of delaying or preventing a change in control
even if a change in control were in the best interests of our stockholders.

Supermajority Votes Required. Our Articles of Incorporation require the
affirmative vote of the holders of no less than 80% of the shares of capital
stock outstanding and entitled to vote in order (i) to amend the provisions of
our Articles of Incorporation relating to the classification of directors,
removal of directors, limitation of liability of officers and directors or
indemnification of officers and directors or (ii) to amend our Articles of
Incorporation to impose cumulative voting in the election of directors. These
provisions could have the effect of delaying or preventing a change in control
even if a change in control were in our stockholders' best interest.

There is no public trading market for our securities.

There is no public trading market for our common stock, and we cannot
assure you that any market will develop or that, if such a market develops,
there will be any liquidity in such a market for our common stock. We intend to
apply to list our common stock on the American Stock Exchange, or the AMEX,
under the symbol "FSP." We cannot give any assurances that we will file such
listing application or, in the event we do, that AMEX will accept our listing
application or that a meaningful trading market in our common stock will develop
should AMEX accept our listing application.

The trading price of our common stock following listing on the American Stock
Exchange or another national securities exchange is uncertain. Our common stock
could trade at a lower price than anticipated.

Although we intend to file an application to list our common stock on the
AMEX, we are not obligated to make such a filing. There can be no assurances
that we will file such application or, in the event we do, that AMEX will accept
the application. Therefore, a trading market may not develop at all, or if one
does, it may not be meaningful. If a trading market does develop, the market
prices for our common stock may fluctuate with changes in market and economic
conditions, the financial condition of our securities, including the market
perception of REITs in general. Such fluctuations may depress the market price
of our common stock independent of our financial performance. The market
conditions for REIT stocks generally could affect the market price of our common
stock.

MERGER RISKS

The officers and directors of FSP Corp. have conflicts of interest that may have
influenced them to support or approve the merger agreement.

A number of conflicts of interest are inherent in the relationships among
the Target REITs, the board of directors of the Target REITs, FSP Corp., our
board of directors and their respective affiliates. These conflicts of interest
include, among others:

o George J. Carter, our President, Chief Executive Officer and
director, is the President and a director of each Target REIT;

o Barry Silverstein and Dennis J. McGillicuddy, each a director of FSP
Corp., own an aggregate of 173 and 14 shares of preferred stock in
the Target REITs, respectively. Such shares of preferred stock will
convert into approximately 1,022,217 and approximately 80,837 shares
of our common stock, respectively, upon consummation of the mergers;

o Richard R. Norris, our Executive Vice President and director, is
also a director and an Executive Vice President of each Target REIT;

o Barbara J. Fournier, our Vice President, Chief Operating Officer and
director, is also Vice President, Chief Operating Officer,
Treasurer, Secretary and a director of each Target REIT;

o Janet P. Notopoulos, our Vice President and director, is also a Vice
President of each Target REIT;

o R. Scott MacPhee and William W. Gribbell, each our Executive Vice
President, is also each a director and an Executive Vice President
of each Target REIT; and

o The Target REITs' properties are managed by FSP Property Management,
our subsidiary, pursuant to Management Services Agreements under
which we receive certain fees for our management services.

The directors of the Target REITs may have been more inclined to vote for
the mergers as a result of their ownership of our common stock since an increase
in the real property assets owned by us may result in greater value for FSP
Corp. stockholders.

Our officers and directors who are officers and directors of the Target
REITs have fiduciary duties to manage the Target REITs in a manner beneficial to
the stockholders of the Target REITs. Similarly, our directors and officers,
including Mr. Carter, have fiduciary duties to manage FSP Corp. in a manner
beneficial to us and our stockholders. In some circumstances, including the
negotiation of the merger agreement, Mr. Carter's and the other directors' and
officers' duties to the Target REITs and their stockholders and their ownership
of stock in the Target REITs may conflict with their duties, as our directors
and officers, to us and our stockholders. A potential conflict between such
fiduciary duties may not be resolved, or if resolved, may be resolved in a
manner less favorable to us and our stockholders than would otherwise have been
the case if we were dealing with unaffiliated parties.

If the combined company is not able to collect sufficient rents from each of its
owned real properties, the combined company may suffer significant operating
losses.

A substantial portion of the combined company's revenues will be generated
by the rental income of its real properties. If the additional properties
acquired by us in the mergers or the existing properties owned by us do not
provide the combined company a steady rental income, the combined company's
revenues will decrease and may cause the combined company to incur operating
losses in the future.

The mergers may affect the level of dividends received by our stockholders.

The mergers may affect the level of dividends made to our stockholders by
the combined company. The level of dividends after the consummation of the
mergers may be lower than the level of dividends our stockholders received with
respect to our common stock prior to the mergers due to the dilution of their
percentage ownership our stockholders will incur upon consummation of the
mergers. Each Target REIT expects to declare in the fourth quarter of 2004 and
pay to its stockholders thereafter a dividend with respect to its third quarter
2004 operations. The cash paid out in these dividends will reduce the amount of
cash held by each Target REIT and acquired by us upon consummation of the
mergers. Because the Target REITs have not yet declared these cash dividends, we
cannot estimate the aggregate amount of such dividends. Pursuant to the merger
agreement, we have assumed the obligation to pay any such dividends that have
been declared but not paid prior to the consummation of the mergers. In
addition, we expect to declare in the fourth quarter of 2004 and pay to our
stockholders in the fourth quarter of 2004 dividends in respect of third quarter
2004 operations. The cash available for this dividend and possibly for future
dividends to our stockholders will be reduced by the amount of expenses related
to the mergers paid by us. Regardless of the initial level of the combined
company's dividends, they could decline in the future to a level at which our
stockholders could receive lower dividends than they received prior to the
consummation of the mergers.

Our stockholders will be diluted upon the consummation of the mergers.

The issuance of approximately 10,894,994 shares of our common stock as
merger consideration will cause our stockholders to be immediately diluted in
percentage ownership. As of August 13, 2004, there were 49,629,762 shares of our
common stock issued and outstanding. Moreover, because the stockholders of the
Target REITs will become stockholders of the combined company immediately
following the mergers, our stockholders will also lose relative voting power
relating to matters of the combined company to be voted on by all security
holders.

The combined company may be liable for contingent or undisclosed liabilities of
the Target REITs.

Each of the Target REITs has delivered to us its financial statements
disclosing all known material liabilities and reserves, if any, set aside for
contingent liabilities. Each Target REIT has represented and warranted that the
financial statements fairly present the financial position of each Target REIT,
and each Target REIT will be required to deliver on the effective date an
officer's certificate stating that there have been no material adverse changes
in its financial condition between the date of the financial statements and such
effective date. The accuracy and completeness of these representations are
conditions to the consummation of the mergers and if, on or prior to the
effective date, these representations and warranties are known to be inaccurate,
we may elect not to consummate the merger with the Target REIT that failed to
fully and accurately disclose its financial position. As these representations
do not survive the effective date, after the effective date the combined company
will have no recourse against the Target REITs or their stockholders for any
contingent or undisclosed liabilities which first became known after the
effective date. If any contingent or undisclosed liabilities are discovered
after the effective date, the combined company's balance sheet may be adversely
affected, causing the value of our stockholders' interests in the combined
company to decrease.

Following the consummation of the mergers, the combined company may no longer
qualify as a REIT.

As a result of the combination of FSP Corp. with the Target REITs pursuant
to the mergers, FSP Corp. might no longer qualify as a real estate investment
trust under Section 856 of the Internal Revenue Code. FSP Corp. could lose its
ability to so qualify for a variety of reasons relating to the nature of the
assets acquired from the Target REITs, the identity of the shareholders of the
Target REITs who become shareholders of FSP Corp. or the failure of one or more
of the Target REITs to have previously qualified as a real estate investment
trust. If the combined company fails to qualify as a REIT, the combined company
could be disqualified from treatment as a REIT in the year in which such failure
occurred and for the next four taxable years and, consequently, would be taxed
as a regular corporation during such years.

DETERMINATION OF THE FAIR MARKET VALUE OF OUR COMMON STOCK

Our common stock is not listed or quoted on any national exchange or other
market. We intend to apply to list our common stock on the AMEX under the symbol
"FSP." We cannot give any assurances that we will file such listing application
or, in the event we do, that AMEX will accept our listing application or that a
meaningful trading market in our common stock will develop should AMEX accept
our listing application. The fair market value of our common stock was
determined through negotiations between FSP Corp. and the special committees of
the Target REITs in connection with the merger transactions discussed under
"Recent Developments". Assuming our common stock does become publicly traded,
the future price per share of our common stock may be lower than the $17.70
price per share negotiated between the special committees of the Target REITs
and FSP Corp.

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This prospectus contains or incorporates forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. You can identify these forward-looking
statements by our use of the words "believes", "anticipates", "plans",
"expects", "may", "will", "intends", "estimates" and similar expressions,
whether in the negative or affirmative. Although we believe that these
forward-looking statements reasonably reflect our plans, intentions and
expectations, we cannot guarantee that we actually will achieve these plans,
intentions or expectations. Our actual results could differ materially from the
plans, intentions and expectations disclosed in the forward-looking statements
we make. We have included important factors in the cautionary statements,
particularly under the heading "Risk Factors", that we believe could cause our
actual results to differ materially from the forward-looking statements that we
make. Except as required by law, we do not intend to update information
contained in any forward-looking statement we make to conform them to actual
results or to changes in our expectations that occur after the date of this
prospectus.

USE OF PROCEEDS

We are registering 25,000,091 shares of our common stock held by the
persons named herein as "selling stockholders" pursuant to a registration
statement of which this prospectus is a part. FSP Corp. will not receive any of
the proceeds from any future sale of the shares being registered hereby.

Our common stock is not listed or quoted on any national exchange or
market. We intend to apply to list our common stock on the American Stock
Exchange, or the AMEX, under the symbol "FSP." We cannot give any assurances
that we will file such listing application or, in the event we do, that AMEX
will accept our listing application or that a meaningful trading market in our
common stock will develop should AMEX accept our listing application. The
selling stockholders or their pledgees, donees, transferees or other
successors-in-interest named herein may offer the shares from time to time
through public, in the instance where AMEX accepts our listing application, or
private transactions at prevailing market prices, at prices related to
prevailing market prices or at privately negotiated prices.

SELLING STOCKHOLDERS

The following table sets forth information, to our knowledge, regarding
the beneficial ownership of our common stock by each of the selling stockholders
as of August 13, 2004 and the number of shares of common stock being offered
hereby.

The number of shares beneficially owned by each selling stockholder is
determined in accordance with the Securities and Exchange Commission rules, and
the information is not necessarily indicative of beneficial ownership for any
other purpose. Under these rules, beneficial ownership includes any shares as to
which the person has sole or shared voting power or investment power and also
any shares which the person has the right to acquire within 60 days after August
13, 2004 through the exercise of any stock option or other right. The inclusion
of such shares in the table below, however, does not constitute an admission
that the named stockholder is a direct or indirect beneficial owner of such
shares. Unless otherwise indicated, to our knowledge each person or entity named
in the table has sole voting power and investment power, or shares such power
with his or her spouse, with respect to all shares of capital stock listed as
owned by such person or entity. None of the selling stockholders has the right
to acquire any shares of our common stock through the exercise of any stock
option or other right.

Shares Beneficially Owned Shares to be Beneficially
Prior to Offering Owned After Offering (1)
----------------- ------------------------
Percentage of Number of Percentage of
Number of Outstanding Shares Being Number of Outstanding
Name of Selling Stockholder Shares Shares Offered Shares Shares
--------------------------- ------ ------ ------- ------ ------

Bernard S. Abrams Family Trust 66,938 * 24,161 42,777 *
Shirley Ann Abrams 26,304 * 10,479 15,825 *
Ben Abrohams 3,415 * 3,415 0 *
Molly H. Abrohams 3,415 * 3,415 0 *
Kurt Adams 1,696 * 1,696 0 *
Mary Masland Adams 20,935 * 20,935 0 *
ADI Family Limited Partnership 194,273 * 48,646 145,627 *
Steven J. Agresta 48,494 * 48,494 0 *
Walter D. Albert II 1,745 * 1,745 0 *
Richard P. Albertson, MD 15,659 * 6,830 8,829 *
John L. Allen 11,319 * 6,946 4,373 *
George L. Altman 27,501 * 6,783 20,718 *
Richard P. Ames 17,019 * 17,019 0 *
Anderson 2003, LLC 6,830 * 6,830 0 *
The Anderson Family Trust 13,659 * 13,659 0 *
Oakley V. Andrews 6,839 * 6,839 0 *
David L. Ansell 24,073 * 10,456 13,617 *
Arbors At Hop Brook Limited Partnership 34,931 * 23,874 11,057 *
Arens Industries, Inc. 13,566 * 13,566 0 *
Frank Argano 6,787 * 6,787 0 *
Randall Arnaud 3,400 * 3,400 0 *
Norman B. Asher & Lenore E. Asher 19,207 * 13,920 5,287 *
Norman B. Asher 3,411 * 3,411 0 *

Ashoka: Innovators for the Public 64,599 * 64,599 0 *
ATI Carriage House, Inc. 6,842 * 6,842 0 *
The Estate of Lois L. Austin 3,491 * 3,491 0 *
Robert B. Austin 6,801 * 6,801 0 *
George S. Baird & E. Jen Baird 6,115 * 1,701 4,414 *
Charles S. Baker 1,701 * 1,701 0 *
Walter M. Baker 11,548 * 1,824 9,724 *
Donald Bakove 26,548 * 3,397 23,151 *
Robert L. Ball 44,687 * 13,969 30,718 *
BANCONE & CO. nominee of Bancone Corp. 6,905 * 6,905 0 *
Peter A. Banks, MD 3,411 * 3,411 0 *
Donn P. Barber 50,728 * 20,543 30,185 *
Timothy J. Barker 8,824 * 8,824 0 *
Bashinsky Foundation, Inc. 410,489 * 75,796 334,693 *
Sloan Y. Bashinsky, Sr. 682,202 1.37% 399,196 283,006 *
Mary J. Bastian 2002 Intangible Irrevocable Trust 68,062 * 68,062 0 *
Jesse Baumgold 20,501 * 20,501 0 *
Adam S. Bazelon 1983 Trust 16,571 * 3,396 13,175 *
Matthew B. Bazelon 16,571 * 3,396 13,175 *
Susan Soref Bazelon 1991 Trust 3,402 * 3,402 0 *
Dr. Sheldon B. Bearman & Arlene E. Berman 6,824 * 6,824 0 *
Claude J. Beaudoin 6,813 * 6,813 0 *
Malcolm Beinfield 28,935 * 13,682 15,253 *
Marjorie K. Beinfield 3,393 * 3,393 0 *
Maurice Belkin and Deborah Belkin 99,587 * 38,341 61,246 *
Indenture of Trust of Ene Y. Benjamin 1990 Revocable
Trust as Amended & Restated 11/13/2002 3,413 * 3,413 0 *
Kelley A. Bergstrom Revocable Trust 51,258 * 20,397 30,861 *
Betsy J. Bernard Revocable Trust 13,644 * 13,644 0 *
James F. Bernard Trust 27,115 * 8,783 18,332 *
Louise N. Bernard Trust 7,998 * 3,393 4,605 *
Howard I Bernstein Trust 60,203 * 10,189 50,014 *
Scott J. Bernstein 1998 Special Trust 3,651 * 3,651 0 *
The Sumner T. Bernstein Family Trust 19,584 * 19,584 0 *
Terry S. Bernstein 60,057 * 39,492 20,565 *

Donald F. Blackburn 63,591 * 6,905 56,686 *
Andre A. Blay & Nancy J. Blay 68,053 * 68,053 0 *
Andre A. Blay 6,830 * 6,830 0 *
Jack N. Blechner, M.D. 33,805 * 20,739 13,066 *
Steven L. Blechner 1,705 * 1,705 0 *
Ira M. Blitzsten Living Trust 6,052 * 3,398 2,654 *
Charles J. Bloom 29,272 * 13,968 15,304 *
Nancy Osher Blumberg Trust 20,415 * 20,415 0 *
Dino Boggio Trust u/a dated 5/30/91 3,393 * 3,393 0 *
Bank of Oklahoma, NA, as Managing Agent for Thomas
G. & Karie Apel Managerial Agency 6,805 * 6,805 0 *
Bank of Texas, N.A., as Trustee of the Deana K.
Butler Children's Trust 16,969 * 16,969 0 *
Bank of Texas, N.A., as Trustee of the Robert S.
Butler's Children's Trust 33,938 * 33,938 0 *
Bank of Oklahoma, N.A., as Trustee of the J.A. &
Leta M. Chapman Charitable Trust 1,261,316 2.54% 1,261,316 0 *
Bank of Oklahoma, N.A., as Trustee of the J.A. &
Leta Chapman Trust 163,010 * 163,010 0 *
Bank of Oklahoma, N.A., as Trustee of the Leta
McFarlin Chapman Memorial Trust 359,985 * 359,985 0 *
Bank of Oklahoma, N.A., as Trustee of the Leta M.
Chapman Trust Fund 228,951 * 228,951 *
Bank of Oklahoma, N.A., as Trustee of the Ruth
Cowles & Andrew G. Cowles Memorial Trust 20,372 * 20,372 0 *
Bank of Oklahoma, N.A. as Trustee of the Grayce B.
Flynn Trust #4 dtd 01/15/65 13,566 * 13,566 0 *
Bank of Oklahoma, NA, as Managing Agent for the
Charles Friedlander & Debbie Friedlander
Investment Managing Agency 6,823 * 6,823 0 *
Bank of Albuquerque, NA, Agent - Timothy W. & Kelly
M. Frost Investment Agency 3,402 * 3,402 0 *
Bank of Oklahoma, N.A. as Trustee of the MB Galloway
Generation Skipping Trust B-1 6,787 * 6,787 0 *
Bank of Albuquerque, NA, Agent for the Brad &
Deborah Haslam Investment Agency 3,402 * 3,402 0 *

Bank of Oklahoma, N.A. as Trustee of the Arthur A.
Johnson, Jr., Rev. Mgmt Trust 6,787 * 6,787 0 *
Bank of Texas Trust Company, N.A. as Trustee of the
Byrd Fiedler Livengood Trust 33,938 * 33,938 0 *
Bank of Oklahoma, N.A., as Trustee of the Ida M.
McFarlin Memorial Trust 27,151 * 27,151 0 *
Bank of Oklahoma, NA, as Managing Agent for the
Daniel K. Meyer Managing Agency 6,822 * 6,822 0 *
Bank of Oklahoma, Agent for the Carl Shortt Rev.
Trust Investment Agency 13,609 * 13,609 0 *
Bank of Oklahoma, Agent for the Elizabeth M. Shortt
Rev. Trust Investment Agency 13,609 * 13,609 0 *
Bank of Texas Trust Company, N.A. as Agent for Tandy
Properties LP Acct # 71-8923-01-4 6,779 * 6,779 0 *
Bank of Oklahoma, N.A., as Trustee of the Pauline
McFarlin Walter Memorial Trust 88,301 * 88,301 0 *
Harold W. Bonus & Carol L. Bonus 48,503 * 1,696 46,807 *
Donald J. Both & Ellen E. Both 155,032 * 67,796 87,236 *
George S. Bovis Revocable Trust 29,591 * 20,762 8,829 *
W. Reynolds Bowers 10,705 * 10,705 0 *
Edward H. Bowman, Jr. 27,530 * 27,530 0 *
Nancy H. Brach 54,237 * 48,377 5,860 *
Brant Investments, LLC 48,061 * 48,061 0 *
The Robert & Catherine Breit Family LP 27,448 * 27,448 0 *
Robert Aaron Breit Revocable Living Trust 144,353 * 6,826 137,527 *
Marie Bremer Trust 3,389 * 3,389 0 *
Joel Bresler 29,941 * 5,137 24,804 *
Paul P. Brountas, Esq. 302,046 * 50,324 251,722 *
Bruce K. Brown, III 1,707 * 1,707 0 *
Cooper, Brown & Behrle, P.C., PSP 17,015 * 17,015 0 *
David S. Brown 7,519 * 5,217 2,302 *
Kenneth Brown 22,795 * 13,585 9,210 *
Rowland C.W. Brown 8,797 * 3,487 5,310 *
Toliver J. Brown 33,286 * 8,626 24,660 *
Robert H. Brownlee 6,839 * 6,839 0 *
Brusandava Limited Partnership 2002-1, Ltd. 3,411 * 3,411 0 *
Elizabeth E. Bryson Revocable Trust 43,516 * 10,368 33,148 *

Arlene M. Bunis 6,822 * 6,822 0 *
Charles C. Burnham Revocable Trust 6,842 * 6,842 0 *
Burson Family Partnership (LP) 45,351 * 17,510 27,841 *
Peter J. Byrne Trust 35,832 * 35,832 0 *
Bruce D. Cahill & Thea M. Cahill 15,297 * 15,297 0 *
B. Wayne Caltrider 20,468 * 20,468 0 *
Jay A. Caltrider 17,088 * 17,088 0 *
Jennifer A. Caltrider-Adams 6,839 * 6,839 0 *
Marie T. Campagna & Michael J. Klich, Jr. 55,539 * 55,539 0 *
Michael J. Canan, Inc. Profit Sharing Pl. & Tr. 22,590 * 5,148 17,442 *
Caplin Family Investments LLC 877,703 1.77% 61,423 816,280 1.64%
Mortimer M. Caplin 134,653 * 61,796 72,857 *
Ruth Caplin 327,987 * 168,912 159,075 *
Stephen C. Carlson & Patricia B. Carlson 5,700 * 3,398 2,302 *
Robert F. Carr 12,108 * 1,696 10,412 *
Robert Allen Caspe 6,822 * 6,822 0 *
Charles Cerf 100,456 * 10,453 9,003 *
Donald R. Chabot 13,629 * 13,629 0 *
John D. Chambliss 8,981 * 3,452 5,529 *
William F. Chandler 13,574 * 13,574 0 *
Barbara L. Chappell & Paul Birch 18,808 * 14,107 4,701 *
Loys Charbonnet III Revocable Trust 38,321 * 38,321 0 *
Susan S. Cherry Trust dated 10/31/2000 12,602 * 3,487 9,115 *
Roger K. Christensen 6,822 * 6,822 0 *
Ann J. Christian 1,745 * 1,745 0 *
Citation Capital LLC 55,154 * 55,154 0 *
James R. Clark & Martha C.Clark 10,211 * 10,211 0 *
Melinda J. Cocke 7,298 * 871 6,427 *
Peter R. Coffin 11,459 * 7,044 4,415 *
Andrew H. Cohn & Marcia B. Leavitt 34,520 * 3,452 0 *
Theodore Cohn & Alice Ginott Cohen 68,353 * 41,119 27,234 *
George T. Cole 8,467 * 3,472 4,995 *
Richard P. Cole 66,960 * 31,119 35,841 *
Joseph E. Coleman 13,471 * 3,393 10,078 *
John S. Cone 44,324 * 10,283 34,041 *
John R. Congdon Revocable Trust dtd 8/29/91 22,456 * 13,627 8,829 *

James A. W. Cook 14,912 * 10,497 4,415 *
James L. Coorssen 3,411 * 3,411 0 *
Judith E. Cope 16,040 * 6,830 9,210 *
O. Gordon Cope 42,667 * 24,628 18,039 *
Core Investment Capital, LLC 3,402 * 3,402 0 *
Henry A. Corinha III(2) 145 * 145 0 *
James Coseo 20,388 * 20,388 0 *
J. T. Cottingham 1,706 * 1,706 0 *
John M. Crabill 71,554 * 10,467 61,087 *
The Bank of America, NA & Richard Thigpen Co Ttee 28,821 * 3,393 25,428 *
Catherine M. Criticos 61,893 * 17,264 44,629 *
Patricia S. Criticos 37,221 * 3,447 33,774 *
Joseph S. Cronin 21,013 * 3,487 17,526 *
Robert L. Crosby 1,743 * 1,743 0 *
Samuel A. Culbertson 3,415 * 3,415 0 *
J. Christopher Cuneo 1,743 * 1,743 0 *
Stephen J. Curtis 6,802 * 6,802 0 *
Estate of Clifford A. Cutchins, III 58,309 * 27,168 31,141 *
Charron A. Daigle 8,324 * 6,824 1,500 *
Marvin C. Daitch Revocable Trust 4,459 * 1,694 2,765 *
Thomas J. D'Alesandro, Esq. 33,918 * 13,762 20,156 *
James R. V. Daniel & Colleen H. Daniel 1,726 * 1,726 0 *
James R. V. Daniel 84,327 * 13,870 70,457 *
The Darman Irrevocable Trust 6,824 0.01% 6,824 0 *
Edward Darman 139,437 0.28% 139,437 0 *
Edward Darman Company Limited Partnership 596,459 1.20% 406,429 190,030 *
Gary Darman 13,649 * 13,649 0 *
Hilda Darman QTIP Trust 34,916 * 34,916 0 *
Linda Darman 27,328 * 27,328 0 *
Marjory Darms Revocable Trust 10,295 * 10,295 0 *
Ruth Davies Irrevocable Residuary Trust 103,540 * 29,198 74,342 *
S. John Davies Jr. Trust 34,076 * 34,076 0 *
Decahedron Partners, L.P. 174,079 * 51,895 122,184 *
Ray G. Decker, Jr. 1,707 * 1,707 0 *
Delta Management, Inc. 13,634 * 13,634 0 *

John G. DeMaria & Gail A. Shcklette 6,824 * 6,824 0 *
Jane M. DeMay 3,487 * 3,487 0 *
Robert L. DeMay 10,259 * 10,259 0 *
DenJoe Investment Company 6,779 * 6,779 0 *
Charles M. Desenberg Irrevocable Trust 6,780 * 6,780 0 *
Charles M. Desenberg Revocable Trust 13,910 * 13,910 0 *
Marilyn A. Desenberg Revocable Trust 6,820 * 6,820 0 *
Robert W. Deutsch & Florence K. Deutsch 69,568 * 20,577 48,991 *
David S. Devendorf 16,750 * 6,942 9,808 *
James G. Dickinson 10,369 * 10,369 0 *
William Dickter 20,501 * 20,501 0 *
Herbert T. Dike Revocable Trust dtd 9/14/94 36,226 * 27,397 8,829 *
Robert J. Dockery & Susan J. Dockery 6,830 * 6,830 0 *
Paul R. Doering 7,472 * 5,241 2,231 *
Christopher G. Doran 61,368 * 61,368 0 *
Emilie L. Downs 3,410 * 3,410 0 *
Cary Drazner 1,707 * 1,707 0 *
Douglas D. Drysdale 29,287 * 20,458 8,829 *
Estate of Nancy A. Drysdale 20,584 * 20,584 0 *
Dorothy B. Dubin 1,701 * 1,701 0 *
Seth H. Dubin 5,104 * 5,104 0 *
Elizabeth M. Dunbar 39,953 * 13,707 26,246 *
Jack Durell Trust 3,423 * 3,423 0 *
D-W Family Limited Partnership 27,189 * 27,189 0 *
Gregg N. Dyste, MD 8,588 * 8,588 0 *
Eastholm Summer Associates Partnership 3,411 * 3,411 0 *
Robert A. Eaton Revocable Trust 14,085 * 10,692 3,393 *
Jorge Echenique, MD, PA, Qualified Deferred
Compensation Trust 38,645 * 10,228 28,417 *
Michelle Echenique 2002 Revocable Trust 63,978 * 27,561 36,417 *
Marc F. Efron & Barbara H. Bares 1,701 * 1,701 0 *
EHF Investments 154,363 * 34,002 120,361 *
Julie J. Eiselt 3,411 * 3,411 0 *
Charles J. Eisen 6,792 * 6,792 0 *
Elk Partners 13,559 * 13,559 0 *
David N. Ellenhorn 13,594 * 13,594 0 *
Emanuel Family Investment Fund 24,298 * 12,176 12,122 *

Dr. David A. Epstein & Sandra J. Epstein 16,978 * 16,978 0 *
William D. Epstein & Susan Osher Epstein Family Trust 3,526 * 3,526 0 *
Carl G. Erickson Living Trust 8,154 * 3,402 4,752 *
Evason Investments, LLC 3,415 * 3,415 0 *
William Bryan Farney & Marsha Farney 5,097 * 5,097 0 *
William Bryan Farney 6,815 * 6,815 0 *
Eternity Consulting Corporation Def. Ben. Pl. 6,830 * 6,830 0 *
Marjorie M. Feagin 7,233 * 3,427 3,806 *
Alexander N. Feick & Maile E. King Feick 3,411 * 3,411 0 *
Joan M. Feick 6,824 * 6,824 0 *
Alexander Davis Feldman 1,395 * 1,395 0 *
Catherine Starbuck Feldman 1,395 * 1,395 0 *
Ronald Eugene Feldman Trust 6,975 * 6,975 0 *
Stuart F. Feldstein & Ellen S. Feldstein 17,117 * 7,044 10,073 *
John R. Ferguson & Janine D. Harris 90,293 * 6,970 83,323 *
John Ferguson 36,084 * 3,391 32,693 *
Marc D. Fine Living Trust & Diana Rothbarth
Revocable Trust No. 1 6,805 * 6,805 0 *
Trust u/a FIFTH f/b/o Nina Fingerhood 10,373 * 10,373 0 *
Finn Investors Limited Partnership 98,788 * 79,986 18,802 *
Dr. Steven G. Finn 149,172 * 55,100 94,072 *
John W. Fischer & Nancy M. Fischer 5,160 * 5,160 0 *
Edith Hall Fisher Revocable Trust 13,610 * 13,610 0 *
Stephen M. Fisher 6,824 * 6,824 0 *
Dr. Juan A. Fleites & M. Asuncion Fleites 20,432 * 20,432 0 *
Richard A. Flyg 14,256 * 5,233 9,023 *
Richard Flyg & Barbara Flyg 4,575 * 1,745 2,830 *
Dolores Fogel 22,937 * 1,825 21,112 *
Foley Family Foundation 20,466 * 20,466 0 *
Caroline R. Folkman 3,651 * 3,651 0 *
Jeffrey M. Folkman 8,830 * 8,830 0 *
Foreman Investment Capital, LLC 3,402 * 3,402 0 *
William Jackson Frable Living Trust 58,580 * 6,783 51,797 *
Julius Z. Frager & Susan Frager 3,411 * 3,411 0 *
Julius Z. Frager 17,217 * 3,393 13,824 *

Franklin Street Partners Investment Group 3,411 * 3,411 0 *
William M. Freedman & Harriet A. Freedman 6,783 * 6,783 0 *
Steven M. Freeman & Kathryn P. Weibel 56,370 * 27,463 28,907 *
Carl H. Fridy 1,694 * 1,694 0 *
William A. Friedlander Revocable Trust 6,787 * 6,787 0 *
Sue E. Gallop Revocable Trust 6,779 * 6,779 0 *
Fay Marie Gallus 62,432 * 29,191 33,241 *
Donald E. Garlikov 3,649 * 3,649 0 *
Bob Gerber 80,676 * 24,467 56,209 *
Richard B. Gerber, M.D. 12,092 * 12,092 0 *
Suzannah Gerber Trust 22,534 * 6,915 15,619 *
Frederick J. Gerhart 18,979 * 1,701 17,278 *
Jeffrey A. Gerstner 26,786 * 3,452 23,334 *
Jeff M. Gerum 1994 Revocable Trust 35,943 * 31,569 4,374 *
Linda J. Gerum 1994 Revocable Trust 12,231 * 3,402 8,829 *
Gary S. Gilgore Trust 6,822 * 6,822 0 *
Herbert S. Gittelman 36,127 * 27,202 8,925 *
Linda Glick 10,105 * 1,696 8,409 *
Linda Glick & Alan Kudler 18,152 * 3,408 14,744 *
Cynthia B. Godfrey 23,618 * 6,972 16,646 *
Golden Partnership 21,907 * 21,907 0 *
Barry Goldsmith 17,055 * 17,055 0 *
Baila R. Goldstein 3,393 * 3,393 0 *
Internal Medicine Associates, Ltd. 6,805 * 6,805 0 *
William M. Goldstein 3,411 * 3,411 0 *
Jack Goodman 3,411 * 3,411 0 *
The Gordinier Family Trust 40,313 * 10,453 29,860 *
Jack B. Gordon & Lucile L.M. Gordon 10,198 * 10,198 0 *
Scott J. Grady & Judith L. Grady 3,421 * 3,421 0 *
Richard Donald Green & Barbara Adele Green 6,822 * 6,822 0 *
Lazar J. Greenfield Living Trust 44,859 * 17,520 27,339 *
Lewis Greenwald & Olive Greenwald 23,474 * 10,286 13,188 *
Susan P. Gribbell(3) 145 * 145 0 *
Susie L. Gribbell(3) 145 * 145 0 *
Theodore Griffin Gribbell(3) 145 * 145 0 *
William W. Gribbell (3) 129,616 * 145 129,471 *

Lawrence D. Griffin 1,713 * 1,713 0 *
William M. Griffin 364,715 * 132,628 232,087 *
Thomas J. Groark, Jr. 20,391 * 20,391 0 *
Gilbert Grossman, M.D. 3,449 * 3,449 0 *
Edward R. Grubb & Kathleen Delaski Grubb 20,338 * 20,338 0 *
Glenview Trust Company, Agent for Helen Harting
Abell Fund C 3,427 * 3,427 0 *
Glenview Trust Company, Trustee for Judity A. Ayotte
Revocable Trust #022 3,415 * 3,415 0 *
Glenview Trust Company, Custodian FBO:Robert C.
Ayotte, IRA #032 6,823 * 6,823 0 *
Glenview Trust Company, Trustee for Robert C. Ayotte
Revocable Trust #021 10,246 * 10,246 0 *
Glenview Trust Company, Trustee for Leo D. Bauer
Revocable Trust #095 1,706 * 1,706 0 *
Glenview Trust Company, Trustee for J. Lyle Bayless,
Jr. Trust u/w A Trust 1,706 * 1,706 0 *
Glenview Trust Company, Agent for Ina Brown Bond
IMA#261 6,830 * 6,830 0 *
Glenview Trust Company, Trustee for Sara S. Brown
Revocable Trust #008 27,293 * 27,293 0 *
Glenview Trust Company, Custodian FBO: Thomas F.
Buetow, IRA# 307 5,117 * 5,117 0 *
Glenview Trust Company, Agent for William H. Carter
IMA#026 3,412 * 3,412 0 *
Glenview Trust Company, Trustee for Archibald
Cochran Trust U/W 6,823 * 6,823 0 *
Glenview Trust Company, Trustee for Archibald
Cochran Trust U/W 6,823 * 6,823 0 *
Glenview Trust Company, Trustee for Margaret Lee
Cochran Revocable Tr. #093 10,258 * 10,258 0 *
Glenview Trust Company, Custodian FBO: Burton J.
Cohen MD, IRA# 076 11,972 * 11,972 0 *
Glenview Trust Company, Custodian FBO: David
Daulton, IRA# 291 10,234 * 10,234 0 *
Glenview Trust Company, Trustee for Leonidas D.
Deters, Jr. Revocable 11,977 * 11,977 0 *
Glenview Trust Company, Custodian FBO: A. Robert
Doll, IRA# 186 3,411 * 3,411 0 *
Glenview Trust Company, Custodian FBO: Donald E.
Doyle, IRA #274 8,543 * 8,543 0 *
Glenview Trust Company, Agent for George F. Duthie
IMA #089 3,412 * 3,412 0 *
Glenview Trust Company, Custodian FBO: Tawana
Edwards, IRA #070 6,830 * 6,830 0 *
Glenview Trust Company, Agent for Patricia S. &
Katherine S. Fowler 5,126 * 5,126 0 *
Glenview Trust Company, Agent for Nancy S. Gilman
Agency #119 8,534 * 8,534 0 *
Glenview Trust Company, Custodian for FBO: J. David
Grissom, IRA #006 27,334 * 27,334 0 *
Glenview Trust Company, Custodian FBO: Arch L. Heady
III, IRA #124 5,125 * 5,125 0 *

Glenview Trust Company, Trustee for Barbara W.
Hendricks Revocable Tr. #154 1,705 * 1,705 0 *
Glenview Trust Company, Trustee for June Huber
Revocable Trust #061 5,119 * 5,119 0 *
Glenview Trust Company, Trustee for Melvin L. Huber,
Sr. Amended Trust #062 10,253 * 10,253 0 *
Glenview Trust Company, Agent for Susan Joseph, IMA
#300 6,823 * 6,823 0 *
Glenview Trust Company, Custodian FBO: Patrick M.
King, IRA #083 13,685 * 13,685 0 *
Glenview Trust Company, Custodian FBO: Charles Mahl,
IRA #152 6,823 * 6,823 0 *
Glenview Trust Company, Trustee for Charles F. Mahl
Revocable Trust #151 3,411 * 3,411 0 *
Glenview Trust Company, Custodian FBO: Louanne Mahl,
IRA #153 1,705 * 1,705 0 *
Glenview Trust Company, Trustee for Louanne Wilson
Mahl Revocable Tr. #150 3,411 * 3,411 0 *
Glenview Trust Company, Trustee for Maureen McRaith
McGowan Revocable 1,706 * 1,706 0 *
Glenview Trust Company, Trustee for Douglas H.
McKellar, Jr. Irrev. Trust 6,822 * 6,822 0 *
Glenview Trust Company, Trustee for Douglas H.
McKellar Irrev. Trust 6,822 * 6,822 0 *
Glenview Trust Company, Trustee for Jessie Barket
McKellar 1976 Trust 6,822 * 6,822 0 *
Glenview Trust Company, Trustee for Jessie Barker
McKellar Trust Fund No. 2, 6,822 * 6,822 0 *
Glenview Trust Company, Trustee for Jessie Barker
McKellar Charitable 44,412 * 44,412 0 *
Glenview Trust Company, Trustee for Eleanor Brown
Moore #1 Revocable 6,832 * 6,832 0 *
Glenview Trust Company, Custodian FBO: James B.
Moore, IRA #077 17,077 * 17,077 0 *
Glenview Trust Company, Trustee for James Morrissey
Family Limited 3,412 * 3,412 0 *
Glenview Trust Company, Trustee for Kay Morrissey
Family Limited 3,412 * 3,412 0 *
Glenview Trust Company, Custodian FBO: Debra M.
Murphy, IRA #004 6,834 * 6,834 0 *
Glenview Trust Company, Custodian FBO: Ronald J.
Murphy, IRA #001 10,258 * 10,258 0 *
Glenview Trust Company, Trustee for Ronald J. Murphy
Revocable Trust #003 6,823 * 6,823 0 *
Glenview Trust Company, Trustee for Elaine Musselman
Revocable Trust #044 6,823 * 6,823 0 *
Glenview Trust Company, Trustee for Sara B.
Musselman Revocable Trust #088 6,823 * 6,823 0 *
Glenview Trust Company, Custodian FBO: Charles
Clayton Neff, IRA #161 5,117 * 5,117 0 *
Glenview Trust Company, Trustee for Celeste M.
Neuman Irrevocable Trust 5,116 * 5,116 0 *
Glenview Trust Company, Agent for Charles & Nancy
Neumann, JTIC #273 6,831 * 6,831 0 *

Glenview Trust Company, Custodian FBO: Douglas H.
Owen, Jr., IRA #147 10,264 * 10,264 0 *
Glenview Trust Company, Custodian FBO: Gordon L.
Ragan, IRA #078 6,826 * 6,826 0 *
Glenview Trust Company, Agent for Helen D. Rhawn IMA
#601 1,705 * 1,705 0 *
Glenview Trust Company, Custodian FBO: Eugene H.
Roos, IRA #259 3,419 * 3,419 0 *
Glenview Trust Company, Agent for Ann H. Sanderlin
Rev. Trust 20,492 * 20,492 0 *
Glenview Trust Company, Trustee for Steven F. & Jeni
L. Smith Revocable 27,293 * 27,293 0 *
Glenview Trust Company, Trustee for Steven F. Smith
Revocable Trust #051 6,854 * 6,854 0 *
Glenview Trust Company, Custodian FBO: Leonard M.
Spalding, Jr. IRA #050 10,239 * 10,239 0 *
Glenview Trust Company, Agent for Leonard Spalding,
Jr. Investment 6,830 * 6,830 0 *
Glenview Trust Company, Agent for The Stults
Foundation, Inc. #087 13,655 * 13,655 0 *
Glenview Trust Company, Agent for Martha M. Szabo
POD Tatum J. Fowler 6,842 * 6,842 0 *
Glenview Trust Company, Trustee for Mary Hillerich
Tabler Revocable 6,822 * 6,822 0 *
Glenview Trust Company, Trustee for E.H.T. Trust
FBO: Elizabeth H. Tate 5,117 * 5,117 0 *
Glenview Trust Company, Custodian FBO: David E.
Townes, IRA #200 13,667 * 13,667 0 *
Glenview Trust Company, Agent for Dianne K. Wilson
IMA #23 6,823 * 6,823 0 *
Glenview Trust Company, Custodian FBO: Steven D.
Wilson, IRA #228 3,419 * 3,419 0 *
Glenview Trust Company, Trustee for Paxton M. Wilt
Irrev. Trust 5,117 * 5,117 0 *
Glenview Trust Company, Trustee for Paxton M. Wilt
Irrev. Trust 5,117 * 5,117 0 *
Glenview Trust Company, Trustee for Ellen Zapp
Revocable Trust #187 3,411 * 3,411 0 *
Richard B. Gushee Revocable Trust 5,124 * 5,124 0 *
Martha Rogers Haas 1996 Revocable Trust 20,507 * 20,507 0 *
Hackney One Investments LLC 13,644 * 13,644 0 *
Harry G. Hager & Barbara H. Hager 174,151 * 33,134 141,017 *
Harry G. Hager 29,801 * 11,904 17,897 *
John Halbreich 15,297 * 15,297 0 *
Edwin Hallberg, Jr. 27,257 * 27,257 0 *
John D. Hamilton, Jr. 44,379 * 14,208 30,171 *
Hale and Dorr Senior Partners' PSP 223,873 * 94,991 128,882 *
Ann R. Hanlon 13,566 * 13,566 0 *

J. Roger Hanlon 39,219 * 6,983 32,236 *
Wayne R. Hannah 20,451 * 20,451 0 *
Wayne R. Hannah, Jr. 22,761 * 13,566 9,195 *
David Harris, MD 1,696 * 1,696 0 *
Ruth B. Harris 22,802 * 13,592 9,210 *
William F. Harrity, Jr. 22,777 * 7,299 15,478 *
Gregory M. Harvey 10,194 * 10,194 0 *
Laura S. Hastings 3,412 * 3,412 0 *
Michael Hatch 10,237 * 10,237 0 *
Michael W. Hawkins & Diane M. Hawkins 3,440 * 3,440 0 *
Hayden Family Limited Partnership 6,817 * 6,817 0 *
H.B. Hayden Jr. Revocable Trust 69,517 * 14,105 55,412 *
Mr. Henry B. Hayden, Jr. 21,048 * 6,792 14,256 *
Nancy F. Hayes 4,497 * 1,694 2,803 *
Stephen W. Hayes & Nancy F. Hayes 18,114 * 3,531 14,583 *
W. Cobb Hazelrig 13,617 * 13,617 0 *
The Frederic A. Heim 1986 Trust 119,438 * 41,847 77,591 *
Richard A. Heise Sr. Living Trust dtd 9/29/99 &
Restated 1/18/03 & any amendments thereto 90,075 * 14,278 75,797 *
Linda S. Henry 6,787 * 6,787 0 *
John J. Hessian 84,891 * 12,148 72,743 *
Harold Hestnes 107,699 * 6,905 100,794 *
John A.C. Hetherington 36,887 * 3,491 33,396 *
John A.C. Hetherington & E. Mavis Hetherington 33,205 * 24,280 8,925 *
John H. Hicks & Virginia S. Hicks 20,498 * 20,498 0 *
Catherine A. Higgins 49,543 * 49,543 0 *
Barbara L. Hildebrandt 3,411 * 3,411 0 *
Bradford W. Hildebrandt 3,412 * 3,412 0 *
Bradford W. Hildebrandt & Barbara L. Hildebrandt 6,842 * 6,842 0 *
Ann Hintlian 1993 Revocable Trust 6,822 * 6,822 0 *
Harold C. Hirshman 5,116 * 5,116 0 *
Timothy E. Hoberg & Caryl A. Yzenbaard 6,813 * 6,813 0 *
HOH Family Limited Partnership 57,923 * 57,923 0 *
Grace E. Hokin Trust dtd 10/15/85 29,295 * 20,466 8,829 *
Holland & Knight Defined Contribution 228,960 * 68,308 160,652 *

Lillian R. Holland Irrevocable Trust 4,765 * 1,395 3,370 *
Samuel G. Holland Irrevocable Trust 1,395 * 1,395 0 *
Wesley G. Holland Irrevocable Trust 1,395 * 1,395 0 *
Norman K. Hollenberg, MD 40,408 * 6,779 33,629 *
Douglas Holmes & Erin Holmes 6,822 * 6,822 0 *
J. Thomas Holton 6,822 * 6,822 0 *
L. Lee Horschman 3,402 * 3,402 0 *
Lee Horschman 3,393 * 3,393 0 *
Carolyn K. Howard 6,854 * 6,854 0 *
Donald S. Howard 40,057 * 27,870 12,187 *
Glen S. Howard 6,783 * 6,783 0 *
Glen S. Howard Revocable Trust 55,915 * 5,156 50,759 *
Lauren R. Howard Revocable Trust 54,999 * 10,273 44,726 *
Loretta Howard 1947 Trust (Accum. Income) 6,975 * 6,975 0 *
Grace L. Huffaker Marital Trust 4,089 * 4,089 0 *
Grace L. Huffaker Residuary Trust 2,726 * 2,726 0 *
John B. Huffaker 3,393 * 3,393 0 *
Martin P. Hughes 12,234 * 3,487 8,747 *
Hume Family Investment LLC 224,624 * 179,897 44,727 *
Carolyn Lucy Hume Trust 22,037 * 6,830 15,207 *
Jaquelin George Hume Trust 22,037 * 6,830 15,207 *
Patricia B. Hume Trust dtd 3/8/80 17,458 * 17,458 0 *
Patricia Elizabeth Hume Trust 22,037 * 6,830 15,207 *
Helane I. Hurwith 1998 Special Trust 3,651 * 3,651 0 *
Charles E. Hurwitz 28,961 * 6,796 22,165 *
Leland S. Huttner & Marilyn S. Huttner 24,154 * 11,910 12,244 *
Christian Infusino & Deborah Infusino 3,411 * 3,411 0 *
Rodney F. Irish 3,412 * 3,412 0 *
J.C. Direct Mail, Inc. 169,292 * 70,578 98,714 *
Dennis M. Jackson 6,783 * 6,783 0 *
J. David Jackson & Renee L. Jackson 3,413 * 3,413 0 *
David J. Jacobson, M.D. 6,838 * 6,838 0 *
Diane Z. Jacobson Revocable Trust 34,577 * 17,152 17,425 *
Fruman Jacobson 3,411 * 3,411 0 *
Peter A. Jacobson & Diane Z. Jacobson 8,762 * 3,452 5,310 *
Elizabeth P. Jamieson 3,520 * 3,520 0 *

Michael L. Jamieson 3,419 * 3,419 0 *
Michael L. Jamieson Rev. Liv. Trust 16,914 * 1,707 15,207 *
Daniel S. Japha 6,822 * 6,822 0 *
Ronald D. Jarvis Revocable Inter Vivos Trust 107,730 * 80,082 27,648 *
Herbert N. Jasper & Renee B. Jasper 43,278 * 12,269 31009 *
Herbert N. Jasper 10,476 * 1,824 8,652 *
Simon J. Jaspers 1,701 * 1,701 0 *
John C. Jeffries, Jr. 21,918 * 7,044 14,874 *
Jerkovich Revocable Trust 14,832 * 7,072 7,760 *
Joseph J. Jerkovich & Janet C. Jerkovich 79,382 * 24,191 55,191 *
Joseph Jerkovich 46,226 * 10,513 35,713 *
Jesco Partners LLP 6,822 * 6,822 0 *
Franklin C. Jesse, Jr. & Lucretia H. Jesse 1,707 * 1,707 0 *
JHF Holdings, Inc. 6,805 * 6,805 0 *
JMB Family Limited Partnership(7) 429,628 * 412,650 16,978 *
E. Elizabeth Johnson 36,022 * 17,373 18,649 *
Larry W. Johnson 13,620 * 13,620 0 *
Peder J. Johnson 3,421 * 3,421 0 *
Robert C. Johnson & Gloria M. Johnson 3,411 * 3,411 0 *
Steven J. Johnson & Susan J. Iverson 5,146 * 5,146 0 *
Kelly C. Jones 7,298 * 871 6,427 *
Robert J. Jones 1,707 * 1,707 0 *
Samuel G. Jones III 7,298 * 871 6,427 *
Richard D. Jordan 1,707 * 1,707 0 *
Gary S. Judd 21,530 * 10,472 11,058 *
K B Realty 28,708 * 7,141 21,567 *
Joseph J. Kalbac, MD, PA Qualified 169,074 * 34,467 134,607 *
Joseph J. Kalbac, MD 1,706 * 1,706 0 *
John A. Kantor & Cynthia D. Kantor 6,822 * 6,822 0 *
James I. Kaplan 19,994 * 8,591 11,403 *
Dwain J. Kasel 6,905 * 6,905 0 *
Kasner Family Trust 10,474 * 10,474 0 *
Joan Kasner 2001 Revocable Trust 23,858 * 23,858 0 *
Alvin D. Katz 10,219 * 10,219 0 *
Steven Katz 3,419 * 3,419 0 *
KD Partnership 63,005 * 27,294 35,711 *

James J. Kelley 6,824 * 6,824 0 *
John A. Kelley, Jr. & Christine S. Kelly 6,822 * 6,822 0 *
John M. Kelley & Roxann Kelley 6,822 * 6,822 0 *
Dorrance T. Kelly, DDS, P.C. 92,511 * 48,366 44,145 *
Marshall & Ilsley Trust Co., N.A., as Ttee for the 52,833 * 6,829 46,004 *
Carter S. Kennedy 38,534 * 3,402 35,132 *
William R. Kennedy, III Revocable Living Trust 91,234 * 91,234 0 *
Glenn R. Kessel 44,485 * 32,681 11,804 *
John E. Kirkpatrick 91,489 * 41,544 49,945 *
Martin V. Kirkwood 5,109 * 5,109 0 *
Kittery Ophthalmic Consultants Profit Sharing Plan 11,891 * 11,891 0 *
Kittery Ophthalmic Consultants 19,349 * 10,230 9,119 *
Nancy G. Klavans Revocable Trust (Fund A) 13,644 * 13,644 0 *
Herbert M. Klein & Ene Benjamin 3,402 * 3,402 0 *
Herbert M. Klein 3,413 * 3,413 0 *
Burton Kleinman 15,616 * 6,787 8,829 *
Robert D. Klugman 6,822 * 6,822 0 *
Robert Knoke 12,195 * 1,707 10,488 *
Loren R. Knott 10,293 * 10,293 0 *
Mary L. Koelle 6,881 * 6,881 0 *
Living Trust of Thomas E. Kolassa 3,415 * 3,415 0 *
David H. Kornbluth, DMD 15,784 * 15,784 0 *
Joan S. Kornbluth 17,486 * 17,486 0 *
Joel Kornbluth 13,762 * 13,762 0 *
Spindler Krause, Jr. Revocable Trust 37,867 * 5,218 32,649 *
Kriegel Limited Partnership 3,413 * 3,413 0 *
Gerald William Kriegel 17,079 * 10,382 6,697 *
Mr. Werner J. Kronstein 70,445 * 15,675 54,770 *
The Krowech Trust of 1982 40,664 * 13,948 26,716 *
Nathaniel Krumbein 31,498 * 6,805 24,693 *
Kenneth J. Krupsky 37,950 * 6,842 31,108 *
Kenneth J. Krupsky & Amy E. Krupsky 1,825 * 1,825 0 *
Amanda H. Kuipers 10,206 * 10,206 0 *
Dawn Kuipers 15,982 * 6,787 9,195 *
John K. Kuipers 13,604 * 13,604 0 *

William E. Kuipers III 54,519 * 10,190 44,329 *
William E. Kuipers, Jr. 101,202 * 24,200 77,002 *
Thomas T. Ladt 9,506 * 6,783 2,723 *
Robert D. Lane, Jr., Esquire & Patricia Hastie-lane 3,393 * 3,393 0 *
Robert D. Lane, Jr., Esquire 5,101 * 5,101 0 *
Edie Laquer 1999 Revocable Trust 134,582 * 89,946 44,636 *
James P. Larkin & Barbara A. Larkin 17,046 * 17,046 0 *
James P. Larkin 3,389 * 3,389 0 *
Larsen Fund, Inc. 61,094 * 61,094 0 *
David R. Laube & Patricia L. Laube 6,822 * 6,822 0 *
Charles J. Lavelle & Donna M. Lavelle 3,442 * 3,442 0 *
Richard R. Lazard 6,779 * 6,779 0 *
LBM Enterprises LLC 43,028 * 12,063 30,965 *
R. J. Lee Ventures, Inc. 3,389 * 3,389 0 *
Lending Capital Fund, L.L.C. 103,768 * 103,768 0 *
Don G. Lents Revocable Trust 32,879 * 24,050 8,829 *
Terry F. Lenzner 16,908 * 6,965 9,943 *
Terry F. Lenzner & Margaret Lenzner 6,787 * 6,787 0 *
Henry Lester & Payton Lester 3,411 * 3,411 0 *
Mitchell J. Levine, M.D. & Sara K. Levine 1,696 * 1,696 0 *
Mitchell J. Levine, M.D. 37,143 * 5,231 31,912 *
Stephan R. Levy 1,707 * 1,707 0 *
David L. Liebman, Jr. Trust 15,804 * 6,975 8,829 *
George F. Lieser 6,805 * 6,805 0 *
Alexis Liistro 1,696 * 1,696 0 *
Brenda O'Grady Liistro 3,415 * 3,415 0 *
Paul T. Liistro 17,594 * 6,975 10,619 *
Samantha Liistro 3,410 * 3,410 0 *
Ronna Lindner 5,116 * 5,116 0 *
Lizzadro Family Limited Partnership 13,610 * 13,610 0 *
Anne G. Locascio 7,899 * 3,391 2,764 *
Lawrence J. Locascio, Jr. 31,150 * 6,912 24,238 *
David N. Loew & Frances G. Loew 14,294 * 10,234 4,060 *
David N. Loew Trustee u/w 46,116 * 32,445 13,671 *
David Nathan Loew, Trustee of Trust A of the Ethel
S. Loew Living Trust dated 11/25/89 71,689 * 42,881 28,808 *

Peggy Stollmack Inter Vivos Trust 25,893 * 15,343 10,550 *
Rebecca M. Loew Trust #2 1,353 * 1,353 0 *
Albert L. Lord 179,135 * 136,447 42,688 *
Suzanne D. Lord 67,159 * 10,208 56,951 *
Thomas P. Lynch 4,741 * 1,694 3,047 *
Don A. Lynn 6,838 * 6,838 0 *
Delaware Charter Guarantee & Trust Co. Ttee
for J. Matthew Lyons Retirement Savings Plan 3,398 * 3,398 0 *
M & R Family Limited Partnership 12,450 * 6,787 5,663 *
Edward E. Mack III 34,000 * 7,044 26,956 *
Paula M. MacPhee(4) 145 * 145 0 *
R. Scott MacPhee (4) 342,221 * 145 342,076 *
David M. Maklan 29,632 * 6,903 22,729 *
John A. Malasky Revocable Liv. Trust 28,213 * 6,975 21,238 *
Peter A. Mannetti Revocable Trust u/a 6,822 * 6,822 0 *
Daniel Marcus Revocable Trust 14,906 * 3,389 11,517 *
Gail F. Marovitz 34,078 * 6,846 27,232 *
Alexander C. Marrack, Esq. 13,725 * 5,232 8,493 *
James E. Marsh 6,822 * 6,822 0 *
Michael Marsh 3,411 * 3,411 0 *
Saul A. Marsh & Susan Marsh 20,481 * 20,481 0 *
Phillip H. Martin 10,219 * 10,219 0 *
Roman Matijkiw 6,822 * 6,822 0 *
Lois B. May 3,470 * 3,470 0 *
Mayerson Family Limited Partnership I 6,787 * 6,787 0 *
David N. McCammon Revocable Trust 106,073 * 7,299 98,774 *
Cornelius J. McCarthy 20,442 * 20,442 0 *
Jeremiah P. McDonald & Louise A. McDonald 31,562 * 10,223 21,339 *
Patricia K. McDowell 15,900 * 6,975 8,925 *
McGillicuddy Investments Limited Partnership III(5) 2,163,224 4.36% 1,586,343 576,881 1.16%
Cornelius McGillicuddy, III Revocable Trust(5) 3,427 * 3,427 0 *
Graciela S. McGillicuddy(5) 6,824 * 6,824 0 *
Terry A. McIlroy 3,389 * 3,389 0 *
Russell E. McKee, Jr. 24,559 * 6,805 17,754 *
John Michael McLaughlin Trust 74,146 * 41,153 32,993 *
Terrence D. McMahon Revocable Trust 20,421 * 20,421 0 *

Maurice J. McSweeney 24,550 * 6,787 17,763 *
Sandra A. McSweeney 18,229 * 6,903 11,326 *
D. Stevens McVoy & Karen Sue McVoy 52,453 * 34,877 17,576 *
Richard L. Measelle 16,178 * 6,983 9,195 *
John J. Meindl, Jr. & Holli Meindl 13,644 * 13,644 0 *
Randy Douglas Meissner & Ricarda Lynn Meissner Trust, 6,822 * 6,822 0 *
Sandra Melnick, 71,066 * 21,062 50,004 *
George M. Melto,n, Sr. 20,507 * 20,507 0 *
George M. Melton Rev. Living Trust 27,523 * 3,651 23,872 *
Byron Menides 9,162 * 3,568 5,594 *
Cliff W. Mezey & Petsy G. Mezey 6,822 * 6,822 0 *
Clifford L. Michel 35,122 * 15,318 19,804 *
Stephen B. Middlebrook 10,281 * 10,281 0 *
David J. Millstone & Dvora S. Millstone 5,115 * 5,115 0 *
Alan Jason Miniaci Irrevocable Trust 3,411 * 3,411 0 *
Albert J. Miniaci Irrevocable Trust 13,644 * 13,644 0 *
Maria Mariana Miniaci Irrevocable Trust 3,411 * 3,411 0 *
MMP Investments 1,705 * 1,705 0 *
Monaco Investment Partners, L.P. 348,476 * 200,053 148,423 *
Ellen K. Moore Revocable Trust dtd 1/18/00 24,559 * 1,824 22,735 *
Graham Y. Moore, III Revocable Trust dtd 1/18/00 1,745 * 1,745 0 *
Thomas W. Moore 6,854 * 6,854 0 *
Douglas J. Moran Trust 27,058 * 10,691 16,367 *
Doris A. Morgenstern 10,849 * 5,283 5,566 *
Doris A. Morgenstern Rev Fam Tr of '85 85,582 * 39,678 45,904 *
Paul Morgenstern 7,310 * 1,743 5,567 *
Nancy K. Morrell 43,501 * 8,555 34,946 *
Clara Morris Trust 7,299 * 7,299 0 *
Robert J. Morris 92,236 * 34,330 57,906 *
Robert J. Morris Revocable Trust 26,278 * 6,830 19,448 *
David H. Morse, Esq. 142,229 * 44,975 97,254 *
Donald Mothner & Cynthia Mothner 20,390 * 20,390 0 *
Lillian Mothner Trust 19,385 * 10,556 8,829 *
MSTB Family Limited Partnership(7) 643,589 1.30% 618,123 25,466 *

George P. Mueller 5,095 * 5,095 0 *
Muir & Co. 33,898 * 33,898 0 *
Andrea Muscarello 20,391 * 20,391 0 *
Michael Nachwalter & Irene Nachwalter 45,565 * 27,989 17,576 *
Alan S. Nadel 3,389 * 3,389 0 *
Robert H. Nagy 27,312 * 27,312 0 *
Irma P. Nash Trust dated 12/30/85 12,486 * 6,827 5,659 *
NEK Investco, Inc. 27,287 * 27,287 0 *
Gregory L. Nelson 3,410 * 3,410 0 *
Judd A. Nelson 10,821 * 5,227 5,594 *
Leonard M. Nelson 33,812 * 22,460 11,352 *
Merle R. Nelson 7,042 * 7,042 0 *
Joseph R. Nemeth Living Trust u/a 01/14/83 80,001 * 51,835 28,166 *
Frank L. Newburger, III 1,701 * 1,701 0 *
Jennifer E. Newton 48,494 * 48,494 0 *
The Nielsen Group, Inc. 95,505 * 95,505 0 *
Nolan Properties, Inc. 55,159 * 55,159 0 *
John D. Norcross 6,830 * 6,830 0 *
David G. Norrell 65,092 * 7,047 58,045 *
Gretchen D. Norris(6) 5,809 * 145 5,664 *
Karen C. Norris Living Trust(6) 10,682 * 5,364 5,318 *
Richard R. Norris Living Trust(6) 241,596 * 145 241,451 *
Susan Northrup 6,787 * 6,787 0 *
William B. Oberlink 6,779 * 6,779 0 *
Duncan M. O'Brien 3,389 * 3,389 0 *
Mary Ellen O'Connor 18,147 * 6,830 11,317 *
Irene Oddi Trust u/a dtd 9/12/97 20,397 * 20,397 0 *
Raymond D. Oddi Trust 104,526 * 20,484 84,042 *
Dennis I. Okamoto & Susan K. Okamoto 6,824 * 6,824 0 *
Philip E. Orbanes 73,472 * 22,186 51,286 *
Harold L. Osher, MD 514,824 1.04% 109,967 404,857 *
Judith A. Osher, Psy.D. 20,921 * 5,137 15,784 *
Peggy L. Osher 215,798 * 85,914 129,884 *
I. L. O'Sullivan, Jr. 67,960 * 67,960 0 *
Stephen Paluszek 275,704 * 145,878 129,826 *
Stephen H. Paneyko 100,857 * 13,811 87,046 *

Brian P. Patchen, P.A. Qualified 10,220 * 10,220 0 *
William L. Paternotte 36,852 * 10,244 26,608 *
Paulik Revocable Trust 13,644 * 13,644 0 *
Estate of Daniel S. Pearson 26,215 * 17,020 9,195 *
Fred H. Pearson Trust 98,858 * 17,236 81,622 *
Louis A. Peccarelli 3,411 * 3,411 0 *
Deidre O'Brien Pepi 107,008 * 13,958 93,050 *
Louis R. Pepi 6,822 * 6,822 0 *
Richard G. Pepin, Jr. & Suzanne J.Pepin 17,075 * 17,075 0 *
Joanne T. Pepper Exemption Trust 3,411 * 3,411 0 *
Milford S. Pepper 1,707 * 1,707 0 *
Melvin Perelman & Joan B. Perelman 17,042 * 17,042 0 *
George C. Perreault Living Trust 98,638 * 34,447 64,191 *
Katherine W. Petrie 3,402 * 3,402 0 *
Edith E. Pfretzschner 1,705 * 1,705 0 *
Larry B. Phillips III 34,144 * 34,144 0 *
Micaela Phillips 13,641 * 13,641 0 *
Dean P. Phypers 236,629 * 89,535 147,094 *
Revocable Living Trust of Wesley C. Pickard 24,829 * 12,046 12,783 *
Richard W. Pogue 107,038 * 27,367 79,671 *
John S. Poindexter, III, MD 174,843 * 31,229 143,614 *
Elliot E. Polebaum 5,118 * 5,118 0 *
Bruce A. Polizotto & Linda O. Polizotto 6,817 * 6,817 0 *
Helene Pollock 13,585 * 13,585 0 *
The Porento Limited Partnership u/a/d 4/15/2003 40,000 * 40,000 0 *
Bernice A. Porento Declaration of Trust 45,500 * 45,500 0 *
Edward J. Porento 53,748 * 53,748 0 *
Marion A. Porento 18,674 * 8,541 10,133 *
Maury B. Poscover Revocable Trust 6,844 * 6,844 0 *
William Postar 3,402 * 3,402 0 *
Grafton M. Potter 6,787 * 6,787 0 *
Jerome R. Prassas 1997 Trust 6,881 * 6,881 0 *
William S. Price 14,433 * 3,438 10,995 *
Junius W. Prince, III 3,411 * 3,411 0 *
Robert Purdy, Sr. 6,822 * 6,822 0 *
Paul Wm. Putney & Joan H. Putney 6,299 * 1,694 4,605 *

James F. Quirk 5,094 * 5,094 0 *
Mr. James F. Quirk 18,342 * 13,836 4,506 *
Alan Rabinowitz Revocable Trust 6,822 * 6,822 0 *
Larry Rabinowitz 1,713 * 1,713 0 *
Robert N. Rapp 3,389 * 3,389 0 *
Wanda Rappaport & Irwin Rappaport 13,623 * 13,623 0 *
Ronald J. Raskind 3,421 * 3,421 0 *
James W. Rather & Cristine K. Rather 15,240 * 3,650 11,590 *
Rawson Family Limited Partnership 13,664 * 13,664 0 *
Real Estate Capital Fund, LLC 238,677 * 238,677 0 *
Gareth L. Reed 19,535 * 3,412 16,123 *
Christopher J. Regan 7,375 * 1,743 5,632 *
Elizabeth Regan 7,124 * 1,705 5,419 *
James J. Regan & Maureen Regan 98,504 * 17,045 81,459 *
Lauren A. Regan 5,690 * 3,459 2,231 *
Sean Regan 6,676 * 1,825 4,851 *
Robert A. Reinhart 34,132 * 34,132 0 *
Beatrice Renfield Foundation 7,302 * 7,302 0 *
Estate of Beatrice Renfield 116,836 * 100,044 16,792 *
Robert H. Reynolds 3,491 * 3,491 0 *
Marc W. Richman, M.D. 40,519 * 12,042 28,477 *
Douglas V. Rigler & Katherine C. Rigler 182,678 * 21,012 161,666 *
Margot L. Ritz 44,779 * 34,160 10,619 *
Roberts Family Trust 33,678 * 8,748 24,930 *
Arthur R. Roberts & Bobbie E. Roberts 61,666 * 7,302 54,364 *
Andrea J. Robinson 3,487 * 3,487 0 *
Edward A. Robinson, LLC 13,655 * 13,655 0 *
Edward A. Robinson 56,860 * 48,031 8,829 *
Ellen R. Investments LLC 20,668 * 20,668 0 *
Richard L. Robinson 22,617 * 13,788 8,829 *
Rockwell Fund, Inc. 272,418 * 272,418 0 *
Paul G. Rogers Revocable Trust 3,411 * 3,411 0 *
Sandra L. Rollings 3,415 * 3,415 0 *
Joe A. Rose & Rolynn M. Rose 20,864 * 20,864 0 *
Henry Rosenberg, MD 19,920 * 3,415 16,505 *
Stewart P. Rosenberg, D.D.S. 3,392 * 3,392 0 *

H. David Rosenbloom 52,201 * 17,072 35,129 *
Mark S. Rosenthal & Vera Lynn Rosenthal 3,415 * 3,415 0 *
Mark A. Ross 4,340 * 1,696 2,644 *
Eugene T. Rossides 301,496 * 73,077 228,419 *
James I. Rotenstreich 6,787 * 6,787 0 *
J. Robert Routt 13,661 * 10,000 3,661 *
Rubaiyat Trading Company, Ltd. 101,769 * 101,769 0 *
Peter J. Rubin 9,004 * 3,411 5,593 *
Peter J. Rubin & Donna L. Rubin 14,769 * 6,805 7,964 *
Michael S. Rupe & Winona S. Rupe 27,355 * 27,355 0 *
John B. Rutledge Gifting Trust 15,584 * 13,592 1,992 *
RWB Investments LLC 34,132 * 34,132 0 *
Charles P Sacher PA Qualified 175,268 * 36,199 139,069 *
Dorothy C. Sacher 1996 Revocable Trust 14,050 * 1,694 12,356 *
John M. Sacher 4,557 * 1,706 2,851 *
Glenn H. Sacra 43,432 * 6,822 36,610 *
Patricia D. Salay Trust dtd June 9, 2000 45,455 * 13,566 31,889 *
Stephen G. Salay Living Trust 6,830 * 6,830 0 *
James Scott Salisbury 145 * 145 0 *
John S. P. Samford 34,122 * 34,122 0 *
Jesse F. Sanderson, Jr., MD 87,687 * 41,318 46,369 *
Almira B. Sant Revocable Indenture of Trust 34,551 * 12,415 22,136 *
J. Talbot Sant, Jr. 10,213 * 10,213 0 *
John T. Sant Revocable Trust 43,919 * 26,153 17,766 *
Richard B. Sant 8,500 * 8,500 0 *
Dr. John C. Santos & Dr. Julia Martinez-Santos 7,767 * 3,393 4,374 *
Nathan Schatz M.D. Associates Pension Plan 37,505 * 37,505 0 *
Donald Schauwecker 6,823 * 6,823 0 *
Marjory Schiavo 5,103 * 5,103 0 *
David S. Schoedinger 23,429 * 13,727 9,702 *
Harry T. Schukar 17,108 * 17,108 0 *
Roger Schvaneveldt 1,694 * 1,694 0 *
William W. Schwarze & Sharon C. Schwarze 17,046 * 17,046 0 *
Paul F. Scully & Janet M. Pavliska 14,446 * 3,389 11,057 *
Dorothy J. Seaman 7,298 * 871 6,427 *
William W. Sedlazek & Carol Sedlazek 13,563 * 13,563 0 *

Martin E. Segal, P.A. 24,249 * 24,249 0 *
Seegel Living Trust 28,111 * 3,402 24,709 *
Allan H. Selig 27,310 * 27,310 0 *
Martin I. Semel 1,705 * 1,705 0 *
Sequel Capital, LLC 61,160 * 61,160 0 *
Donald B. Shackelford 58,162 * 27,342 30,820 *
Thekla R. Shackelford Family LP 69,055 * 69,055 0 *
Living Trust of John L. Shannon 1,701 * 1,701 0 *
Robert H. Shannon, M.D. 22,771 * 5,152 17,619 *
Jonathan B. Shaw 217,664 * 62,137 155,527 *
Dennis Shea 52,455 * 10,480 41,975 *
Gloria Shea 5,589 * 3,402 2,187 *
John J. Shea 6,787 * 6,787 0 *
Alan A. Sherburne 51,826 * 11,967 39,859 *
Everett A. Sheslow Trust 10,221 * 10,221 0 *
Walter G. Shifrin Revocable Trust 117,392 * 20,779 96,613 *
Charles M. Shilas 47,820 * 14,117 33,703 *
Frank P. Silkman 46,373 * 3,649 42,724 *
Jean O. Silkman 32,980 * 10,347 22,633 *
Silverstein Family Limited Partnership 2002, Ltd.(7) 68,245 * 68,245 0 *
Silverstein Investments Limited Partnership III(7) 3,128,206 6.30% 3,031,941 96,265 *
Edwin Silverstein & Rina Silverstein(7) 107,445 * 107,445 0 *
Edwin Silverstein(7) 8,508 * 8,508 0 *
Rina Silverstein(7) 8,508 * 8,508 0 *
Trudy F. Silverstein(7) 24,418 * 24,418 0 *
Patricia Simonet 6,805 * 6,805 0 *
Richard H. Simonet 6,854 * 6,854 0 *
Robert S. Siskin Trust 48,965 * 17,498 31,467 *
Sarah Everhart Skeels 11,687 * 3,427 8,260 *
Ronald Skloss 3,391 * 3,391 0 *
Thomas Brown Slaughter Revocable 34,126 * 34,126 0 *
Stephen D. Smart 20,346 * 20,346 0 *
Barbara Ann Smith Marital Trust Number Two 6,805 * 6,805 0 *
Everett G. Smith 1964 Trust 6,804 * 6,804 0 *
Fredricka G. Smith Revocable Living Trust 10,060 * 3,459 6,601 *

Fredricka Smith 31,244 * 22,415 8,829 *
G. Wyndham Smith & Nancy Smith(8) 145 * 145 0 *
J. Chandler Smith, Jr. 14,199 * 8,536 5,663 *
James A. Smith 6,822 * 6,822 0 *
Jeffrey B. Smith 126,021 * 69,970 56,051 *
Joel Smith & Janet Smith 165,689 * 62,730 102,959 *
Stephen R. Smith & Nancy A. Smith 7,693 * 1,696 5,997 *
Stephen R. Smith Revocable Trust 6,348 * 1,743 4,605 *
Dr. Larry A. Snyder & Rona S. Snyder 6,838 * 6,838 0 *
Carol E. Sobel 5,188 * 5,188 0 *
Marital Trust u/w Milton Soref 16,508 * 3,402 13,106 *
Laurence T. Sorkin 26,251 * 11,934 14,317 *
Spears, Moore, Rebman & Williams Profit Sharing Trust 60,606 * 13,636 46,970 *
Roger Sperber 6,787 * 6,787 0 *
Francis E. Spindler, Jr. 58,448 * 27,245 31,203 *
Kenneth S. Spirer 5,120 * 5,120 0 *
Joanne Spitz 1998 Special Trust 3,651 * 3,651 0 *
Ruth Springer 3,270 * 1,707 1,563 *
Madeline A. Stahl 1,705 * 1,705 0 *
Philip Stahl 3,411 * 3,411 0 *
Melanie N. Steane 15,730 * 6,805 8,925 *
The Frank & Karen Steinberg Family Trust 1,707 * 1,707 0 *
Steinman Family Limited Partnership 29,071 * 13,663 15,408 *
Richard A. Steinwurtzel 38,056 * 13,601 24,455 *
Craig Stevens 27,092 * 10,300 16,792 *
Elizabeth Arnold Stevens 2000 Charitable Remainder
Unitrust 13,644 * 13,644 0 *
Richard B. Stevens & Rita J. Stevens 34,155 * 34,155 0 *
Dr. Franz H. Stewart, Jr. & Mary C. Stewart 102,402 * 102,402 0 *
Franz H. Stewart, Jr. 27,353 * 27,353 0 *
Terry Lynn Stewart Revocable Trust Agrmt. 3,415 * 3,415 0 *
William G. Stewart 50,386 * 31,241 19,145 *
Don N. Stitt & Letitia N. Stitt 17,165 * 1,707 15,458 *
Sara A. Strang Living Trust 12,605 * 3,402 9,203 *
The Stratford Management Limited Partnership 3,393 * 3,393 0 *
Jerome R. Strickland & John D. Strickland 16,974 * 16,974 0 *

Jerome D. Strickland & Katherine D. Strickland 16,970 * 16,970 0 *
Robert E. Stroud 46,442 * 15,476 30,966 *
Kenneth H. Suelthaus and His Successor(s), 13,609 * 13,609 0 *
Michael J. Sullivan & Jill P. Sullivan 20,466 * 20,466 0 *
Raymond P. Sullivan Living, Trust 21,421 * 21,421 0 *
Terence C. Sullivan 6,787 * 6,787 0 *
Emily W. Sunstein 72,397 * 41,256 31,141 *
Donald F. Swan & Jean Ann Swan 6,822 * 6,822 0 *
Thomas E. Swaney 29,769 * 3,649 26,120 *
William P. Sweeney, II 5,116 * 5,116 0 *
Charles R. Swibel Insurance Trust B 6,787 * 6,787 0 *
Seena Swibel 6,779 * 6,779 0 *
Robert A. Szczesny & Gayle C. Szczesny 14,755 * 10,293 4,462 *
Taft Broadcasting Company 117,811 * 48,150 69,661 *
Rebecca R. Taft 19,391 * 13,733 5,658 *
Stephen E. Tallent & Martha M. Tallent 308,108 * 46,973 261,135 *
Stephen E. Tallent 191,859 * 39,577 152,282 *
Barbara H. Teaford Trust 12,628 * 10,326 2,302 *
Stephen D. Teaford Trust 12,628 * 10,326 2,302 *
Michael L. Temin 13,588 * 13,588 0 *
James Thalacker & Christine H. Thakacker 6,838 * 6,838 0 *
Jay E. Theise & Francoise E. Theise 3,412 * 3,412 0 *
U.S. Trust Company of North Carolina Custodian for
Richard Thigpen, Jr. 18,007 * 18,007 0 *
DeRoy C. Thomas 128,561 * 83,082 45,479 *
Peter G. Thomas & Susan T. Thomas 27,208 * 27,208 0 *
Three Jays Family Limited Partnership 6,779 * 6,779 0 *
William J. Tierney & Mary E. Tierney 25,535 * 14,208 11,327 *
Timberlake Partners 13,574 * 13,574 0 *
J. Owen Todd 7,994 * 3,389 4,605 *
Onofre Torres 6,822 * 6,822 0 *
Leon G. Toups 15,352 * 15,352 0 *
Mary D. Toups 3,427 * 3,427 0 *
Richard C. Townsend 3,427 * 3,427 0 *
Trackside Revocable Trust 8,808 * 3,389 5,419 *
Tralins & Associates Profit Sharing Plan 3,427 * 3,427 0 *

Sheila Treschak & Ralph Treschak 6,830 * 6,830 0 *
Harold S. Trimmer, Jr. 32,058 * 3,389 28,669 *
Carolyn M. Tripodi 1,713 * 1,713 0 *
Solomon D. Trujillo & Corine Trujillo 40,932 * 40,932 0 *
Vasiliki B. Tsaganos 22,812 * 13,609 9,203 *
Deanne J. Tucker 13,679 * 13,679 0 *
Richard B. Tucker 199,437 * 96,763 102,674 *
Sylvia Tucker Trust for Deanne Tucker 124,479 * 62,557 61,922 *
David J. Turell, M.D. 1,707 * 1,707 0 *
Roderick H. Turner, M.D. & Sandra M. Turner 27,314 * 27,314 0 *
Abraham L. Udovitch 3,411 * 3,411 0 *
Giles C. Upshur, III 27,293 * 27,293 0 *
William M. Van Cleve Trust 9,129 * 6,830 2,299 *
Peter Van Dyke 34,110 * 34,110 0 *
Andrew P. Varney & Jean B. Varney 6,808 * 6,808 0 *
Jean B. Varney 3,411 * 3,411 0 *
David A. Vaughan 14,544 * 1,824 12,720 *
Mr. David A. Vaughan 15,927 * 7,139 8,788 *
William C. Verrette Family Trust 5,644 * 3,457 2,187 *
Joan M. von Mehren 86,126 * 10,275 75,851 *
The Voyager Limited Partnership 3,415 * 3,415 0 *
W.C. National Mailing Corp. 215,576 * 34,323 181,253 *
Mary Joan Waid 3,391 * 3,391 0 *
W. Stanley Walch Revocable Trust 13,636 * 13,636 0 *
Mr. W. Stanley Walch 28,437 * 10,391 18,046 *
Clarence W. Walker 103,812 * 20,869 82,943 *
Philip Walker 76,225 * 6,805 69,420 *
G. Dudley Ware 34,025 * 34,025 0 *
Guilford D. Ware 87,775 * 48,345 39,430 *
Phyllis M. Warsaw Living Trust 6,783 * 6,783 0 *
Stanley W. Warsaw Living Trust 29,173 * 13,920 15,253 *
Robert Starrett Waters Revocable Trust 43,618 * 8,737 34,881 *
Frederick Wedell 34,044 * 34,044 0 *
Neil A. Weikart & Barbara A. Weikart 1,705 * 1,705 0 *
Cathy Loew Weiner 14,294 * 10,234 4,060 *
Earl D. Weiner 36,813 * 17,098 19,715 *

William H. Weintraub Revocable Trust 6,822 * 6,822 0 *
Bernard Weisman & Marilyn Weisman 36,216 * 13,626 22,590 *
Susan S. Weiss 12,443 * 6,779 5,664 *
Wells Fargo & Company Master Pension Trust 520,632 1.05% 300,100 220,532 *
Gloria A. Werth 3,404 * 3,404 0 *
Robert A. Werth & Kimberley S. Werth 1,702 * 1,702 0 *
William A. Werth & Stephanie S. Werth 1,702 * 1,702 0 *
Jeanne M. Westcott 42,534 * 10,452 32,082 *
The Honorable Gerald T. Wetherington & Leona L.
Wetherington 22,552 * 6,889 15,663 *
The Honorable Gerald T. Wetherington 3,491 * 3,491 0 *
Leona L. Wetherington 7,078 * 7,078 0 *
Wheeler & Co. for Account No. 30-7020-00 47,471 * 6,975 40,496 *
Wheeler & Co. for Account No. 33-4014-00 6,975 * 6,975 0 *
Wheeler & Co. for Account No. 33-7131-00 15,804 * 6,975 8,829 *
Phil B. Whitaker 97,145 * 27,920 69,225 *
Phil B. Whitaker, Jr. 8,113 * 3,651 4,462 *
Anne E. White 20,391 * 20,391 0 *
Robert Hunt Whitten 4,459 * 1,694 2,765 *
The H & CB Wiener Revocable Trust 201,540 * 55,562 145,978 *
John H. Wilharm, Jr. 3,472 * 3,472 0 *
Alan M. Willemsen 87,977 * 17,236 70,741 *
Herbert E. Williams & Robin E. Williams 12,542 * 10,310 2,232 *
T. Evan Williams 27,293 * 27,293 0 *
Thomas E. Williams 142,459 * 27,788 114,671 *
Gary D. Wilson 45,946 * 10,430 35,516 *
Nicholas C. Wilson 3,415 * 3,415 0 *
Leon F. Winbigler 6,779 * 6,779 0 *
Susan H. Winbigler Revocable Trust dated 49,481 * 6,805 42,676 *
Gregory M. Winn & Mary M. Winn-Radcliff 13,644 * 13,644 0 *
Witherell Family Limited Partnership(9) 645 * 145 500 *
Jerry L. Wolfer & Luella L. Wolfer 6,822 * 6,822 0 *
Ann S. Wolff Living Trust 109,097 * 47,981 61,116 *
Arnold R. Wolff Living Trust 88,995 * 35,144 53,851 *
Richard A. Wolff & Joan F. Wolff 42,060 * 3,415 38,645 *
Robert F. Wolff 36,042 * 6,830 29,212 *

Leonard Wolpa 20,423 * 20,423 0 *
The W. Edward Wood Revocable Trust 36,055 * 36,055 0 *
Harry F. Wright, Jr. 9,142 * 3,440 5,702 *
Alan L. Wurtzel Charitable Remainder 20,486 * 20,486 0 *
Alan L. Wurtzel Revocable Trust 13,709 * 13,709 0 *
Irene V. Wurtzel 6,854 * 6,854 0 *
Judith H. Wurtzel Trust 6,854 * 6,854 0 *
Sharon L. Wurtzel Trust 6,854 * 6,854 0 *
James C. Zampell Revocable Trust 5,116 * 5,116 0 *
Zarrow Holding Company 47,637 * 47,637 0 *
The Anne & Henry Zarrow Foundation 6,805 * 6,805 0 *
Maxine & Jack Zarrow Family Foundation 6,805 * 6,805 0 *
Frank K. Zinn 21,601 * 10,198 11,403 *
Isaac W. Zisselman 27,282 * 27,282 0 *

----------
* Less than one percent.

(1) We do not know when or in what amounts a selling stockholder may offer
shares for sale. The selling stockholders may not sell any or all of the
shares registered hereunder. Because the selling stockholders may offer
all or some of the shares, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the
shares, we cannot estimate the number of the shares that will be held by
the selling stockholders. However, for purposes of this table, we have
assumed that none of the shares covered by this prospectus will be held by
the selling stockholders.

(2) Henry A. Corinha III is the brother of Barbara J. Fournier, Vice
President, Chief Operating Officer, Treasurer and Secretary and a Director
of FSP Corp.

(3) William Gribbell is an Executive Vice President of FSP Corp. Susan P.
Gribbell is Mr. Gribbell's spouse, Theodore Griffin Gribbell is Mr.
Gribbell's brother and Susie L. Gribbell is Mr. Gribbell's sister-in-law.

(4) R. Scott MacPhee is an Executive Vice President of FSP Corp. Paula M.
MacPhee is Mr. MacPhee's spouse.

(5) Dennis McGuillicuddy, a Director of FSP Corp., is a limited partner of
McGuillicuddy Investments Limited Partnership III. Garciela S.
McGillicuddy is Mr. McGillicuddy's spouse. Cornelius McGillicuddy is Mr.
McGillicuddy's brother.

(6) Richard R. Norris, a Director and an Executive Vice President of FSP
Corp., is the trustee of the Richard R. Norris Living Trust. Karen C.
Norris, Mr. Norris's spouse, is trustee of the Karen C. Norris Living
Trust. Gretchen D. Norris is Mr. Norris's mother.

(7) Barry Silverstein, a Director of FSP Corp., is the general partner of
Silverstein Family Limited Partnership 2002, Ltd., JMB Family Limited
Partnership, MSTB Family Limited Partnership and a limited partner in
Silverstein Investments Limited Partnership III. Trudy F. Silverstein is
Mr. Silverstein's spouse, Edwin Silverstein is Mr. Silverstein's brother
and Rina Silverstein is Mr. Silverstein's sister-in-law.

(8) G. Wyndham & Nancy Smith are the parents of Geoffrey Smith, an employee of
FSP Corp.

(9) Jeff Witherell, an employee of FSP Corp., is a general partner of
Witherell Family Limited Partnership.

Relationships Between FSP Corp. and each of the Selling Stockholders

Henry A. Corinha III is the brother of Barbara J. Fournier, who has served
as a director since FSP Corp. was formed in October 2001. She is also the Vice
President, Chief Operating Officer, Treasurer and Secretary of FSP Corp. In
addition, Ms. Fournier has as her primary responsibility, together with Mr.
Carter, the management of all our operating business affairs and that of our
affiliates. Prior to the conversion, Ms. Fournier was the Vice President, Chief
Operating Officer, Treasurer and Secretary of the former general partner of FSP
Partnership. Mr Corinha has no other relationship to FSP Corp. other than as a
stockholder

Susan P. Gribbell is the spouse of William W. Gribbell, who has served as
an Executive Vice President of FSP Corp. since October 200. Ms. Gribbell has no
other relationship to FSP Corp. other than as a stockholder.

Susie L. Gribbell is the spouse of Theodore Griffin Gribbell who is the
brother of William W. Gribbell, an employee of FSP Corp. Ms. Gribbell has no
other relationship to FSP Corp. other than as a stockholder.

Theodore Gribbell, is the brother of William W. Gribbell, an employee of
FSP Corp. and the spouse of Susie L. Gribbell, another stockholder of FSP Corp.
Mr. Gribbell has no other relationship to FSP Corp. other than as a stockholder.

William W. Gribbell has served as an Executive Vice President of FSP Corp.
since October 2001. Mr. Gribbell has as his primary responsibility the direct
equity placement of the sponsored entities. Prior to the conversion, Mr.
Gribbell was an Executive Vice President of the former general partner of FSP
Partnership.

Paula MacPhee is the spouse of Scott MacPhee, who has served as an
Executive Vice President of FSP Corp. since October 2001. Ms. MacPhee has no
other relationship to FSP Corp. other than as a stockholder.

Scott MacPhee has served as an Executive Vice President of FSP Corp. since
October 2001. He has as his primary responsibility the direct equity placement
of the sponsored entities. Prior to the conversion, Mr. MacPhee was an Executive
Vice President of the former general partner of FSP Partnership.

Cornelius McGillicuddy is the brother of Dennis McGillicuddy, a director
of FSP Corp. Mr. McGillicuddy has no other relationship to FSP Corp. other than
as a stockholder.

Dennis J. McGillicuddy has served as a director and has been Chairman of
the Compensation Committee since May 2002 and was recently appointed to the
Audit Committee. Mr. McGillicuddy is the limited partner of McGuillicuddy
Investments Limited Partnership III.

Garciela S. McGillicuddy is the spouse of Dennis McGillicuddy, a director
of FSP Corp. Ms. McGillicuddy has no other relationship to FSP Corp. other than
as a stockholder.

Karen C. Norris is the spouse of Richard R. Norris, who has served as a
director since FSP Corp. was formed in October 2001. He is also an Executive
Vice President of FSP Corp. Ms. Norris is also the trustee of the the Karen C.
Norris Living Trust. Ms. Norris has no other relationship to FSP Corp. other
than as a stockholder.

Gretchen D. Norris is the mother of Richard R. Norris, who has served as a
director since FSP Corp. was formed in October 2001. He is also an Executive
Vice President of FSP Corp. Ms. Norris has no other relationship to FSP Corp.
other than as a stockholder.

Richard R. Norris has served as a director since FSP Corp. was formed in
October 2001. He is also an Executive Vice President of FSP Corp. and has as his
primary responsibility the direct equity placement of the Sponsored REITs. Prior
to the conversion, Mr. Norris was an Executive Vice President of the former
general partner of FSP Partnership. Mr. Norris is the trustee of the Richard R.
Norris Living Trust.

Barry Silverstein has served as a director and a member of the
Compensation Committee since May 2002 and was recently appointed to the Audit
Committee. Mr. Silverstein is the general partner of Silverstein Family Limited
Partnership 2002, Ltd., and a Limited Partner in Silverstein Investments Limited
Partnership III.

Edwin Silverstein, is the brother of Barry Silverstein, a director of FSP
Corp. Mr. Silverstein has no other relationship to FSP Corp. other than as a
stockholder.

Rina Silverstein is the spouse of Edwin Silverstein who is the brother of
Barry Silverstein, a director of FSP Corp. Ms. Silverstein has no other
relationship to FSP Corp. other than as a stockholder.

Trudy Silverstein is the spouse of Barry Silverstein, a director of FSP
Corp. Ms. Silverstein has no other relationship to FSP Corp. other than as a
stockholder.

G. Wyndham Smith and Nancy Smith are the parents of Geoffrey Smith, an
employee of FSP Corp.

Jeff Witherell, an employee of FSP Corp., is a general partner of
Witherell Family Limited Partnership.

PLAN OF DISTRIBUTION

Our common stock is not listed on a national exchange or other market. We
intend to apply to list our common stock on the American Stock Exchange, or the
AMEX under the symbol "FSP." We expect our listing application will cover an
aggregate of 62,470,934 shares of our common stock, consisting of all of the
shares of our common stock outstanding as of August 20, 2004 (including the
shares covered by this prospectus), 1,946,178 shares of our common stock
issuable under our 2002 Stock Incentive Plan and approximately 10,894,994 shares
of common stock we intend to issue in the transactions described elsewhere under
the heading "Merger Transactions." We cannot give any assurances that we will
file such listing application or, in the event we do, that AMEX will accept our
listing application or that a meaningful trading market in our common stock will
develop should AMEX accept our listing application.

The shares covered by this prospectus may be offered and sold from time to
time by the selling stockholders. The term "selling stockholders" includes
donees, pledgees, transferees or other successors-in-interest selling shares
received after the date of this prospectus from a selling stockholder as a gift,
pledge, partnership distribution or other non-sale related transfer. The selling
stockholders will act independently of us in making decisions with respect to
the timing, manner and size of each sale. Such sales may be made on one or more
exchanges or in the over-the-counter market or otherwise, at prices and under
terms then prevailing or at prices related to the then current market price or
in negotiated transactions. The selling stockholders may sell their shares by
one or more of, or a combination of, the following methods:

o purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this prospectus;

o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;

o block trades in which the broker-dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction;

o an over-the-counter distribution in accordance with the rules of the
Nasdaq National Market;

o in privately negotiated transactions; and

o in options transactions.

In addition, any shares that qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this prospectus.

To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. In connection
with distributions of the shares or otherwise, the selling stockholders may
enter into hedging transactions with broker-dealers or other financial
institutions. In connection with such transactions, broker-dealers or other
financial institutions may engage in short sales of the common stock in the
course of hedging the positions they assume with selling stockholders. The
selling stockholders may also sell the common stock short and redeliver the
shares to close out such short positions. The selling stockholders may also
enter into option or other transactions with broker-dealers or other financial
institutions which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction). The selling
stockholders may also pledge shares to a broker-dealer or other financial
institution, and, upon a default, such broker-dealer or other financial
institution may effect sales of the pledged shares pursuant to this prospectus
(as supplemented or amended to reflect such transaction).

In effecting sales, broker-dealers or agents engaged by the selling
stockholders may arrange for other broker-dealers to participate. Broker-dealers
or agents may receive commissions, discounts or concessions from the selling
stockholders in amounts to be negotiated immediately prior to the sale.

In selling the shares covered by this prospectus, the selling stockholders
and any broker dealers who execute sales for the selling stockholders may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. Any profits realized by the selling stockholders and
the compensation of any broker-dealer may be deemed to be underwriting discounts
and commissions.

In order to comply with the securities laws of certain states, if
applicable, the shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling stockholders and their affiliates.
In addition, we will make copies of this prospectus available to the selling
stockholders for the purpose of satisfying the prospectus delivery requirements
of the Securities Act, which may include delivery through the facilities of the
American Stock Exchange pursuant to Rule 153 under the Securities Act, in the
instance where our common stock is listed on the AMEX. The selling stockholders
may indemnify any broker-dealer that participates in transactions involving the
sale of the shares against certain liabilities, including liabilities arising
under the Securities Act.

At the time a particular offer of shares is made, if required, a
prospectus supplement will be distributed that will set forth the number of
shares being offered and the terms of the offering, including the name of any
underwriter, dealer or agent, the purchase price paid by any underwriter, any
discount, commission and other item constituting compensation, any discount,
commission or concession allowed or reallowed or paid to any dealer, and the
proposed selling price to the public.

We cannot give any assurance as to the liquidity of the public trading
market in our common stock.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of the material United States federal
income tax considerations associated with the acquisition, ownership and
disposition of FSP common stock. The following summary is not exhaustive of all
possible tax considerations. Moreover, the summary contained herein does not
address all aspects of taxation that may be relevant to particular stockholders
in light of their personal tax circumstances, or to certain types of
stockholders subject to special treatment under federal income tax laws,
including insurance companies, tax-exempt organizations (except to the extent
discussed below under the heading "Taxation of Tax-Exempt Shareholders"),
financial institutions, broker-dealers, and foreign corporations and persons who
are not citizens or residents of the United States (except to the extent
discussed below under the heading "Taxation of Non-U.S. Shareholders").

We have elected to be taxed as a real estate investment trust under the
tax code. Generally, companies that meet the eligibility requirements for
treatment as a real estate investment trust and that elect to be so treated are
not subject to federal income tax on the income they distribute to their
stockholders. We believe that we are organized and have operated in a manner so
as to meet these eligibility requirements. In addition, our counsel, Wilmer
Cutler Pickering Hale and Dorr LLP, has rendered its opinion, based upon various
assumptions specified therein and upon our representations, that we have been
organized and operated in conformity with the requirements for qualification as
a real estate investment trust for each taxable year beginning with its taxable
year ending December 31, 2002 and that our current organization and method of
operation (as described in this prospectus) will enable us to continue to meet
the requirements for qualification and taxation as a real estate investment
trust. Qualification as a REIT, however, depends upon our ability to meet,
through actual annual (or in some cases quarterly) operating results,
requirements (discussed in greater

detail below) relating to, among other things, the sources of our income, the
nature of our assets, the level of our distributions and the diversity of our
share ownership. Wilmer Cutler Pickering Hale and Dorr LLP has not reviewed and
will not review these results on an independent basis. Given the complex nature
of the REIT qualification requirements, the ongoing importance of factual
determinations and the possibility of future changes in our circumstances, there
can be no assurance that our actual operating results will satisfy the
requirements for taxation as a REIT under the tax code for any particular
taxable year.

The statements in this summary are, and the opinion of Wilmer Cutler
Pickering Hale and Dorr LLP will be, based on the provisions of the Internal
Revenue Code, or the tax code, applicable United States Treasury regulations
promulgated thereunder, and judicial and administrative decisions and rulings
all as in effect on the date rendered. Neither the statements below nor the
opinion is binding on the Internal Revenue Service or the courts, and there can
be no assurance that the Internal Revenue Service or the courts will not take a
contrary view. No ruling from the Internal Revenue Service has been or will be
sought. Future legislative, judicial or administrative changes or
interpretations could alter or modify the statements and conclusions set forth
herein, possibly adversely.

EACH STOCKHOLDER IS URGED TO CONSULT HIS, HER, OR ITS OWN TAX ADVISOR
REGARDING THE SPECIFIC TAX CONSEQUENCES TO THE STOCKHOLDER OF THE Acquisition,
OWNERSHIP AND Disposition OF STOCK IN AN ENTITY ELECTING TO BE TAXED AS A REAL
ESTATE INVESTMENT TRUST, INCLUDING FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX
CONSEQUENCES, AS WELL AS POTENTIAL CHANGES IN THE APPLICABLE TAX LAWS.

Certain Tax Risks Relating to the Mergers

On August 13, 2004, FSP Corp., four wholly-owned acquisition subsidiaries
and four Target REITs entered into a merger agreement whereby the individual
wholly-owned acquisition subsidiaries of FSP Corp. will acquire a Target REIT by
merger. The merger agreement provides that upon consummation of the mergers,
each share of preferred stock in the Target REITs will be converted into a
certain number of shares of FSP Corp. common stock.

The mergers entail certain tax risks which, if realized, could cause FSP
Corp. and the Target REITs (following the mergers, together referred to as the
combined company) to fail to qualify as a REIT in the year of the mergers or in
any subsequent year, or may result in substantial additional taxes being imposed
upon the combined company. As a result of the mergers, for example:

o The combined company may, directly or indirectly, improperly own 10%
or more of a tenant from which the combined company collects rent,
causing the rent received from such tenant to fail to qualify as
rents from real property, as described below under "Requirements for
Taxation as a Real Estate Investment Trust - Income Tests".

o The combined company may improperly own (i) more than 10% of the
outstanding voting securities of any issuer, or (ii) more than 10%
of the value of the securities of any issuer, causing the combined
company to fail to satisfy the asset tests, as described below under
"Requirements for Taxation as a Real Estate Investment Trust - Asset
Tests".

o The combined company would be disqualified as a REIT if any of the
Target REITs did not qualify as a REIT and, as a result, had any
undistributed "earnings and profits" at the time of the mergers.

If the combined company fails to qualify as a REIT, and no relief
provisions applied, the combined company could be disqualified from treatment as
a REIT in the year in which such failure occurred and for the next four taxable
years and, consequently, would be taxed as a regular corporation during such
years. Other tax costs that could result if one or more of the mergers caused
the combined company to acquire impermissible assets or income are described
below under "Taxation of the combined company - General."

Tax Consequences of REIT Election

Introduction. FSP Corp. has elected under Section 856 of the tax code to
be taxed as a real estate investment trust. Following the mergers, subject to
the risks described above, the combined company intends to continue to be taxed
as a REIT.

Taxation of the combined company

General. If the combined company continues to qualify as a real estate
investment trust, it generally will not be subject to federal corporate income
taxes on its net income to the extent that the income is currently distributed
to its shareholders. The benefit of this tax treatment is that it substantially
eliminates the "double taxation" resulting from the taxation at both the
corporate and shareholder levels that generally results from owning stock in a
corporation. Accordingly, income generated by the combined company generally
will be subject to taxation solely at the shareholder level upon a distribution
from the combined company. The combined company will, however, be required to
pay certain federal income taxes, including in the following circumstances:

o The combined company will be subject to federal income tax at
regular corporate rates on taxable income, including net capital
gain, that the combined company does not distribute to shareholders
during, or within a specified time period after, the calendar year
in which such income is earned.

o The combined company will be subject to the "alternative minimum
tax" with respect to its undistributed alternative minimum taxable
income.

o The combined company will be subject to a 100% tax on net income
from certain sales or other dispositions of property that it holds
primarily for sale to customers in the ordinary course of business,
also known as "prohibited transactions".

o If the combined company fails to satisfy the 75% gross income test
or the 95% gross income test, both described below, but nevertheless
qualifies as a real estate investment trust, the combined company
will be subject to a 100% tax on an amount equal to (i) the gross
income attributable to the greater of the amount by which the
combined company fails the 75% or 95% gross income test multiplied
by (ii) a fraction intended to reflect the combined company's
profitability.

o If the combined company fails to satisfy the securities asset test,
described below, and such failure exceeds a de minimis threshold,
then the combined company must dispose of the non-qualifying
securities and will be subject to a tax equal to the greater of
$50,000 and the highest corporate tax rate multiplied by the income
generated by the non-qualifying securities for the period beginning
with the first date of the failure and ending on the date that the
combined company disposed of the securities.

o If the combined company fails to distribute during the calendar year
at least the sum of (i) 85% of its real estate investment trust
ordinary income for such year, (ii) 95% of its real estate
investment trust capital gain net income for such year, and (iii)
any undistributed taxable income from prior periods, the combined
company will pay a 4% excise tax on the excess of such required
distribution over the amount actually distributed to its
shareholders.

o The combined company may elect to retain and pay income tax on some
or all of its long-term capital gain, as described below.

o The combined company may be subject to a 100% excise tax on
transactions with any of its taxable REIT subsidiaries that are not
conducted on an arm's-length basis.

o If the combined company fails to satisfy one or more of the other
requirements for real estate investment trust qualification for
reasonable cause and not due to willful neglect, then in order to
avoid disqualification as a real estate investment trust, the
combined company would be required to pay a penalty of $50,000 for
each such failure.

Requirements for Qualification as a Real Estate Investment Trust

Introduction. In order to qualify as a real estate investment trust for
federal income tax purposes a REIT must elect (or have elected, and have not
revoked its election) to be treated as a REIT and must satisfy certain statutory
tests relating to, among other things, (i) the sources of its income, (ii) the
nature of its assets, (iii) the amount of its distributions, and (iv) the
ownership of its stock. FSP Corp. has elected to be treated as a REIT and has
endeavored, and the combined company will endeavor, to satisfy the tests for
REIT qualification.

A real estate investment trust may own a "qualified REIT subsidiary." A
qualified REIT subsidiary is a corporation, all of the capital stock of which is
owned by a real estate investment trust, and for which subsidiary no election
has been made to treat it as a "taxable REIT subsidiary" (as discussed below). A
corporation that is a qualified REIT subsidiary is not treated as a corporation
separate from its parent real estate investment trust for federal income tax
purposes. All assets, liabilities, and items of income, deduction, and credit of
a qualified REIT subsidiary are treated as the assets, liabilities, and items of
income, deduction and credit of the parent real estate investment trust. Thus,
in applying the requirements described herein, any qualified REIT subsidiary of
the combined company will be ignored, and all assets, liabilities and items of
income, deduction and credit of such subsidiary will be treated as the assets,
liabilities, and items of income deduction and credit of the combined company.

In the event that the combined company becomes a partner in a partnership,
the combined company will be deemed to own its proportionate share (based upon
its share of the capital of the partnership) of the assets of the partnership
and will be deemed to be entitled to the income of the partnership attributable
to such share. In addition, the assets and income of the partnership so
attributed to the combined company will retain their same character as in the
hands of the partnership for purposes of determining whether the combined
company satisfies the income and asset tests described below.

A real estate investment trust may own up to 100% of the stock of one or
more taxable REIT subsidiaries. A taxable REIT subsidiary may earn income that
would not be qualifying income, as described below, if earned directly by the
parent real estate investment trust. Both the subsidiary and the parent real
estate investment trust must jointly elect to treat the subsidiary as a taxable
REIT subsidiary. Overall, not more than 20% of the value of a REIT's assets may
consist of securities of one or more taxable REIT subsidiaries. A taxable REIT
subsidiary will pay tax at regular corporate rates on any income that it earns.
There is a 100% excise tax imposed on certain transactions involving a taxable
REIT subsidiary and its parent real estate investment trust that are not
conducted on an arm's-length basis. An election has been made to treat FSP
Investments as a taxable REIT subsidiary. FSP Investments pays corporate income
tax on its taxable income and its after-tax net income will be available for
distribution to the combined company, generally as a dividend.

Income Tests - General. The combined company must satisfy annually two
tests regarding the sources of its gross income in order to maintain its real
estate investment trust status. First, at least 75% of the combined company's
gross income, excluding gross income from certain "dealer" sales, for each
taxable year generally must consist of defined types of income that the combined
company derives, directly or indirectly, from investments relating to real
property or mortgages on real property or temporary investment income, also
known as the "75% gross income test". Qualifying income for purposes of the 75%
gross income test generally includes:

o "rents from real property" (as described below);

o interest from debt secured by mortgages on real property or on
interests in real property;

o dividends or other distributions on, and gain from the sale of,
shares in other real estate investment trusts;

o gain from the sale or other disposition of real property or
mortgages on real property;

o amounts (other than amounts the determination of which depends in
whole or in part on the income or profits of any person) received as
consideration for entering into agreements to make loans secured by
mortgages on real property or on interests in real property or
agreements to purchase or lease real property; and

o certain investment income attributable to temporary investment of
capital raised by the combined company.

Second, at least 95% of the combined company's gross income, excluding
gross income from certain "dealer" sales, for each taxable year generally must
consist of income that is qualifying income for purposes of the 75% gross income
test, as well as dividends, other types of interest, and gain from the sale or
disposition of stock or securities, also known as the "95% gross income test".

Income Tests - Rents from Real Property. Rent that the combined company
receives from real property that it owns and leases to tenants will qualify as
"rents from real property" if the following conditions are satisfied:

o First, the rent must not be based, in whole or in part, on the
income or profits of any person. An amount will not fail to qualify
as rent from real property solely by reason of its being based on a
fixed percentage (or percentages) of sales or receipts.

o Second, neither the combined company nor any direct or indirect
owner of 10% or more of its stock may own, actually or
constructively, 10% (by vote or value) or more of the tenant from
which the combined company collects the rent.

o Third, all of the rent received under a lease will not qualify as
rents from real property unless the rent attributable to the
personal property leased in connection with the real property
constitutes no more than 15% of the total rent received under the
lease.

o Finally, the combined company generally must not operate or manage
its real property or furnish or render services to its tenants,
other than through an "independent contractor" who is adequately
compensated and from whom the combined company does not derive
revenue. The combined company may provide services directly,
however, if the services are "usually or customarily rendered" in
connection with the rental of space for occupancy only and are not
otherwise considered rendered "primarily for the occupant's
convenience." In addition, the combined company may render, other
than through an independent contractor, a de minimis amount of
"non-customary" services to the tenants of a property as long as the
combined company's income from such services does not exceed 1% of
its gross income from the property.

Although no assurances can be given that either of the gross income tests
will be satisfied in any given year, the combined company anticipates that its
operations will allow it to meet each of the 75% gross income test and the 95%
gross income test. Such belief is premised in large part on the combined
company's expectation that substantially all of the amounts received by the
company with respect to its properties will qualify as "rents from real
property." Shareholders should be aware, however, that there are a variety of
circumstances, as described above, in which rent received from a tenant will not
be treated as rents from real property.

Income Tests - Failure to Satisfy Gross Income Tests. If the combined
company fails to satisfy either or both of the 75% or 95% gross income tests for
taxable years beginning before October 22, 2004, the combined company may
nevertheless qualify as a real estate investment trust for that year if it is
eligible for relief under certain provisions of the federal income tax laws.
Those relief provisions generally will be available if:

o the combined company's failure to meet the gross income test was due
to reasonable cause and not due to willful neglect;

o the combined company attaches a schedule of the sources of its
income to its federal income tax return; and

o any incorrect information on the schedule is not due to fraud with
intent to evade tax.

Pursuant to the American Jobs Creation Act of 2004 (the "2004 Tax Act"),
if the combined company fails to satisfy either or both of the 75% or 95% gross
income tests for any taxable year beginning after October 22, 2004, the relief
provisions generally will be available if:

o following the combined company's identification of the failure to
meet the gross income test for any taxable year, a description of
each item of its gross income included in the 75% and 95% gross
income tests is set forth in a schedule for such taxable year filed
in accordance with regulations to be prescribed by the Treasury
Secretary; and

o the combined company's failure to meet the gross income test was due
to reasonable cause and not due to willful neglect.

It is not possible to state whether the combined company would be entitled
to the benefit of the above relief provisions in a particular circumstance that
might arise in the future. Furthermore, as discussed above under "Taxation of
the combined company - General," even if the relief provisions apply, the
combined company would incur a 100% tax on the gross income attributable to the
greater of the amounts by which it fails the 75% and 95% gross income tests,
multiplied by a fraction that reflects the combined company's profitability.

Asset Tests. The combined company also must satisfy the following four
tests relating to the nature of its assets at the close of each quarter of its
taxable year.

o First, at least 75% of the value of the combined company's total
assets must consist of cash or cash items (including receivables),
government securities, "real estate assets," or qualifying temporary
investments, also known as the "75% asset test";

o Second, no more than 25% of the value of the combined company's
total assets may be represented by securities other than those that
are qualifying assets for purposes of the 75% asset test or of
certain entities that qualify as taxable REIT subsidiaries, also
known as the "25% asset test";

o Third, of the investments included in the 25% asset test, the value
of any one issuer's securities that the combined company owns may
not exceed 5% of the value of the combined company's total assets,
and the combined company may not own 10% or more of the total
combined voting power or 10% or more of the total value of the
securities of any issuer, unless such issuer and the combined
company make an election to treat the issuer as a taxable REIT
subsidiary or the issuer is a "disregarded entity" for federal
income tax purposes or is itself a REIT (the "securities asset
test"); and

o Fourth, while the combined company may own up to 100% of the stock
of a corporation that elects to be treated as a taxable REIT
subsidiary for federal income tax purposes, the total value of the
combined company's stock ownership in one or more taxable REIT
subsidiaries may not exceed 20% of the value of the combined
company's gross assets.

The combined company intends to operate so that it will not acquire any
assets that would cause it to violate any of the asset tests. If, however, the
combined company should fail to satisfy any of the asset tests at the end of a
calendar quarter, it would not lose its real estate investment trust status if
(i) the combined company satisfied the asset tests at the end of the close of
the preceding calendar quarter, and (ii) the discrepancy between the value of
the combined company's assets and the asset test requirements arose from changes
in the market values of the combined company's assets and was not wholly or
partly caused by the acquisition of one or more nonqualifying assets. If the
combined company did not satisfy the condition described in clause (ii) of the
preceding sentence, it could still avoid disqualification as a real estate
investment trust by eliminating any discrepancy within 30 days after the close
of the calendar quarter in which the discrepancy arose.

Pursuant to the 2004 Tax Act, for taxable years beginning after October
22, 2004, the combined company may also be able to avoid disqualification as a
real estate investment trust as a result of a failure of the securities asset
test if:

o such failure is due to the ownership of assets the total value of
which does not exceed the lesser of $10 million and 1% of the total
value of the combined company's assets at the end of the quarter
(the "de minimis threshold") and the combined company disposes of
the assets in order to satisfy the securities asset test within 6
months after the last day of the quarter in which the combined
company identified the failure or such other time period prescribed
by the Treasury Secretary and in the manner prescribed by the
Treasury Secretary; or

o in the case of a failure that involves the ownership of assets the
total value of which exceeds the de minimis threshold, (i) the
combined company prepares a schedule that sets forth each asset that
causes it to fail the securities asset test and files such schedule
in accordance with regulations to be prescribed by the Treasury
Secretary, (ii) the failure to satisfy the securities asset test is
due to reasonable cause and is not due to willful neglect, and (iii)
the combined company pays a tax equal to the greater of $50,000 or
the highest corporate tax rate multiplied by the net income
generated by the non-qualifying asset for the period beginning on
the first date of the failure and ending on the date that the
combined company disposed of the asset.

Distribution Requirements. Each taxable year, the combined company must
distribute dividends to its shareholders in an amount at least equal to:

o 90% of the combined company's "real estate investment trust taxable
income," computed without regard to the dividends paid deduction and
the combined company's net capital gain or loss; and

o certain items of noncash income.

The combined company must make such distributions in the taxable year to
which they relate, or in the following taxable year if the combined company
declares the distribution before it timely files its federal income tax return
for such year and pays the distribution on or before the first regular
distribution date after such declaration. Further, if the combined company fails
to meet the 90% distribution requirement as a result of an adjustment to its tax
returns by the Internal Revenue Service, the combined company may, if the
deficiency is not due to fraud with intent to evade tax or a willful failure to
file a timely tax return, and if certain other conditions are met, retroactively
cure the failure by paying a deficiency dividend (plus interest) to its
shareholders.

The combined company will be subject to federal income tax on its taxable
income, including net capital gain that it does not distribute to its
shareholders. Furthermore, if the combined company fails to distribute during a
calendar year, or, in the case of distributions with declaration and record
dates falling within the last three months of the calendar year, by the end of
the January following such calendar year, at least the sum of:

o 85% of the combined company's real estate investment trust ordinary
income for such year;

o 95% of the combined company's real estate investment trust capital
gain income for such year; and

o any of the combined company's undistributed taxable income from
prior periods,

the combined company will be subject to a 4% nondeductible excise tax on the
excess of such required distribution over the amount actually distributed. If
the combined company elects to retain and pay income tax on the net capital gain
that it receives in a taxable year, the combined company will be deemed to have
distributed any such amount for the purposes of the 4% excise tax described in
the preceding sentence.

The combined company intends to make distributions to holders of FSP
common stock in a manner that will allow it to satisfy the distribution
requirements described above. It is possible that, from time to time, the
combined company's pre-distribution taxable income may exceed its cash flow and
that the combined company may have difficulty satisfying the distribution
requirements. The combined company intends to monitor closely the relationship
between its pre-distribution taxable income and its cash flow and intends to
borrow funds or liquidate assets in order to overcome any cash flow shortfalls
if necessary to satisfy the distribution requirements imposed by the tax code.
It is possible, although unlikely, that the combined company may decide to
terminate its real estate investment trust status as a result of any such cash
shortfall. Such a termination would have adverse tax consequences to the
combined company's stockholders. See "Taxation of the combined company -
General".

Recordkeeping Requirements. The combined company must maintain records of
information specified in applicable Treasury Regulations in order to maintain
its qualification as a real estate investment trust. In addition, in order to
avoid monetary penalties, the combined company must request on an annual basis
certain information from its shareholders designed to disclose the actual
ownership of the combined company's outstanding stock. The combined company
intends to comply with these recordkeeping requirements.

Ownership Requirements. For the combined company to qualify as a real
estate investment trust, shares of the combined company must be held by a
minimum of 100 persons for at least 335 days in each taxable year. Further, at
no time during the second half of any taxable year may more than 50% of the
combined company's shares be owned, actually or constructively, by five or fewer
"individuals" (which term is defined for this purpose to include certain
tax-exempt entities including pension trusts). The FSP Corp. common stock will
be held by 100 or more persons. The combined company intends to continue to
comply with these ownership requirements. Also, the combined company's charter
contains ownership and transfer restrictions designed to prevent violation of
these requirements.

Failure to Qualify. If the combined company fails to satisfy all of the
above requirements for any taxable year beginning before October 22, 2004 and no
relief provisions in effect for such years applied, then the combined company
would fail to qualify as a real estate investment trust. If the combined company
failed to satisfy all of the above requirements for any taxable year beginning
after October 22, 2004 and no relief provisions in effect for such years
applied, then the combined company could nevertheless qualify as a real estate
investment trust if:

o such failures are due to reasonable cause and not due to willful
neglect, and

o the combined company pays (in the manner prescribed by the Treasury
Secretary in regulations) a penalty of $50,000 for each such
failure.

It is not possible to state whether the combined company would be entitled
to the benefit of the relief provisions in a particular circumstance. If such
relief is not available, the combined company would fail to qualify as a real
estate investment trust.

If the combined company does fail to qualify as a real estate investment
trust in any taxable year, the combined company would be subject to federal
income tax, including any applicable alternative minimum tax, on its taxable
income at regular corporate rates. In calculating the combined company's taxable
income in a year in which it did not qualify as a real estate investment trust,
the combined company would not be able to deduct amounts paid out to its
shareholders. The combined company would not be required to distribute any
amounts to its shareholders in such taxable year. In such event, to the extent
of the combined company's current and accumulated earnings and profits, all
distributions to shareholders would be characterized as dividends and would be
taxable as ordinary income. Non-corporate shareholders, however, could qualify
for a lower maximum tax rate on such dividends in most circumstances. Moreover,
subject to certain limitations under the tax code, corporate shareholders might
be eligible for the dividends received deduction. Unless the combined company
qualified for relief under specific statutory provisions, the combined company
would be disqualified from taxation as a real estate investment trust for the
four taxable years following the year in which it ceased to qualify as a real
estate investment trust. The combined company cannot predict whether it would
qualify for such statutory relief in a particular circumstance that might arise
in the future.

Taxation of Taxable U.S. Shareholders

As used herein, the term "taxable U.S. shareholder" means a shareholder
that, for United States federal income tax purposes, is:

o a citizen or resident of the United States;

o a corporation, partnership, or other entity created or organized in
or under the laws of the United States or any state or political
subdivision thereof;

o an estate the income of which is includible in gross income for
United States federal income tax purposes regardless of such
estate's connection with the conduct of a trade or business within
the United States; or

o any trust with respect to which (i) a United States court is able to
exercise primary supervision over the administration of such trust,
and (ii) one or more United States persons have the authority to
control all substantial decisions of the trust.

For any taxable year in which the combined company qualifies as a real
estate investment trust, amounts distributed to taxable U.S. shareholders will
be taxed as follows.

Distributions Generally. Distributions made to the combined company's
taxable U.S. shareholders out of current or accumulated earnings and profits
(and not designated as a capital gain dividend) will be taken into account by
such shareholder as ordinary income and will not, in the case of a corporate
taxable U.S. shareholder, be eligible for the dividends received deduction. In

addition, such dividends will not qualify for the lower maximum tax rate
applicable to dividends received by non-corporate taxpayers except to the extent
that they were attributable to income previously taxed to the combined company.
To the extent that the combined company makes a distribution with respect to the
FSP common stock that is in excess of its current or accumulated earnings and
profits, the distribution will be treated by a taxable U.S. shareholder first as
a tax-free return of capital, reducing the taxable U.S. shareholder's tax basis
in the FSP common stock, and any portion of the distribution in excess of the
shareholder's tax basis in the FSP common stock will then be treated as gain
from the sale of such stock. Dividends declared by the combined company in
October, November, or December of any year payable to a taxable U.S. shareholder
of record on a specified date in any such month shall be treated as both paid by
the combined company and received by shareholders on December 31 of such year,
provided that the dividend is actually paid by the combined company during
January of the following calendar year. Taxable U.S. shareholders may not
include on their federal income tax returns any of the combined company's tax
losses.

Capital Gain Dividends. Dividends to taxable U.S. shareholders that
properly are designated by the combined company as capital gain dividends will
be treated by such shareholders as long-term capital gain, to the extent that
such dividends do not exceed the combined company's actual net capital gain,
without regard to the period for which the taxable U.S. shareholders have held
the FSP common stock. Taxable U.S. shareholders that are corporations may be
required, however, to treat up to 20% of particular capital gain dividends as
ordinary income. Capital gain dividends, like regular dividends from a real
estate investment trust, are not eligible for the dividends received deduction
for corporations.

For taxable U.S. shareholders who are taxable at the rates applicable to
individuals, the combined company will classify portions of any capital gain
dividend as either (i) a "regular" capital gain dividend taxable to the taxable
U.S. shareholder at a maximum rate of 15% or (ii) an "unrecaptured Section 1250
gain" dividend taxable to the taxable U.S. shareholder at a maximum rate of 25%.

Retained Capital Gains. The combined company may elect to retain, rather
than distribute, its net long-term capital gain received during the tax year. If
the combined company so elects, it will be required to pay tax on the retained
amounts. To the extent designated in a notice to the taxable U.S. shareholders,
the taxable U.S. shareholders will be required to include their proportionate
shares of the undistributed net long-term capital gain so designated in their
income for the tax year, but will be permitted a credit or refund, as the case
may be, for their respective shares of any tax paid on such gains by the
Company. In addition, each taxable U.S. shareholder will be entitled to increase
the tax basis in his or her shares of FSP common stock by an amount equal to the
amount of net long-term capital gain the taxable U.S. shareholder was required
to include in income, reduced by the amount of any tax paid by the combined
company for which the taxable U.S. shareholder was entitled to receive a credit
or refund.

Passive Activity Loss and Investment Interest Limitations. Distributions,
including deemed distributions of undistributed net long-term capital gain, from
the combined company and gain from the disposition of FSP common stock will not
be treated as passive activity income, and therefore taxable U.S. shareholders
will not be able to apply any passive activity losses against such income.
Distributions from the combined company, to the extent they do not constitute a
return of capital, generally will be treated as investment income for purposes
of the investment income limitation on deductibility of investment interest.
However, dividends attributable to income that was subject to tax at the
combined company level as well as net capital gain from the disposition of FSP
common stock or capital gain dividends, including deemed distributions of
undistributed net long-term capital gains, generally will be excluded from
investment income.

Sale of FSP Common Stock. Upon the sale of FSP common stock, a taxable
U.S. shareholder generally will recognize gain or loss equal to the difference
between the amount realized on such sale and the holder's tax basis in the stock
sold. To the extent that the FSP common stock is held as a capital asset by the
taxable U.S. shareholder, the gain or loss will be a long-term capital gain or
loss if the stock has been held for more than a year, and will be a short-term
capital gain or loss if the stock has been held for a shorter period. In
general, however, any loss upon a sale of the FSP common stock by a taxable U.S.
shareholder who has held such stock for six months or less (after applying

certain holding period rules) will be treated as a long-term capital loss to the
extent that distributions from the combined company were required to be treated
as long-term capital gain by that holder.

Taxation of Tax-Exempt Shareholders

Tax-exempt entities, including qualified employee pension and profit
sharing trusts and individual retirement accounts, collectively known as "exempt
organizations", generally are exempt from federal income taxation. Exempt
organizations are subject to tax, however, on their unrelated business taxable
income, or "UBTI". UBTI is defined as the gross income derived by an exempt
organization from an unrelated trade or business, less the deductions directly
connected with that trade or business, subject to certain exceptions. While many
investments in real estate generate UBTI, the Internal Revenue Service has
issued a ruling that dividend distributions from a real estate investment trust
to an exempt employee pension trust do not constitute UBTI, provided that the
shares of the real estate investment trust are not otherwise used in an
unrelated trade or business of the exempt employee pension trust. Based on that
ruling, amounts distributed to exempt organizations generally should not
constitute UBTI. However, if an exempt organization finances its acquisition of
FSP common stock with debt, a portion of its income from the combined company
will constitute UBTI pursuant to the "debt-financed property" rules.

In addition, in certain circumstances, a pension trust that owns more than
10% of the stock of the combined company will be required to treat a percentage
of the dividends paid by the combined company as UBTI based upon the percentage
of the combined company's income that would constitute UBTI to the shareholder
if received directly by it. This rule applies to a pension trust holding more
than 10% (by value) of the FSP common stock only if (i) the percentage of the
income from the combined company that is UBTI (determined as if the combined
company were a pension trust) is at least 5% and (ii) the combined company is
treated as a "pension-held REIT." The combined company does not expect to
receive significant amounts of income that would be considered UBTI if received
directly by a pension trust and does not expect to qualify as a "pension-held
REIT."

Taxation of Non-U.S. Shareholders

General. The rules governing United States federal income taxation of
nonresident alien individuals, foreign corporations, foreign partnerships,
foreign trusts and certain other foreign stockholders, collectively known as
"non-U.S. shareholders", are complex and no attempt is made herein to provide
more than a general summary of such rules. This discussion does not consider the
tax rules applicable to all non-U.S. shareholders and, in particular, does not
consider the special rules applicable to U.S. branches of foreign banks or
insurance companies or certain intermediaries. NON-U.S. SHAREHOLDERS SHOULD
CONSULT WITH THEIR OWN TAX ADVISORS TO DETERMINE THE IMPACT OF FEDERAL, STATE,
LOCAL AND FOREIGN TAX LAWS WITH REGARD TO THE MERGERS AND THE ACQUISITION,
OWNERSHIP and Disposition OF FSP COMMON STOCK, INCLUDING ANY REPORTING AND
WITHHOLDING REQUIREMENTS.

Ordinary Dividends - General. Distributions to non-U.S. shareholders that
are not attributable to gain from sales or exchanges by the combined company of
United States real property interests and are not designated by the combined
company as capital gain dividends (or deemed distributions of retained capital
gains) will be treated as ordinary dividends to the extent that they are made
out of current or accumulated earnings and profits of the combined company. Any
portion of a distribution in excess of current and accumulated earnings and
profits of the combined company will not be taxable to a non-U.S. shareholder to
the extent that such distribution does not exceed the adjusted basis of the
shareholder in the FSP common stock, but rather will reduce the adjusted basis
of such stock. To the extent that the portion of the distribution in excess of
current and accumulated earnings and profits exceeds the adjusted basis of a
non-U.S. shareholder for the FSP common stock, such excess generally will be
treated as gain from the sale or disposition of the stock and will be taxed as
described below.

Ordinary Dividends - Withholding. Dividends paid to non-U.S. shareholders
may be subject to U.S. withholding tax. If an income tax treaty does not apply
and the non-U.S. shareholder's investment in the FSP common stock is not
effectively connected with a trade or business conducted by the non-U.S.
shareholder in the United States (or if a tax treaty does apply and the
investment in the FSP common stock is not attributable to a United States
permanent establishment maintained by the non-U.S. shareholder), ordinary
dividends (i.e., distributions out of current and accumulated earnings and
profits) will be subject to a U.S. withholding tax at a 30% rate, or, if an
income tax treaty applies, at a lower treaty rate. Because the combined company
generally cannot determine at the time that a distribution is made whether or
not such a distribution will be in excess of earnings and profits, the combined
company intends to withhold on the gross amount of each distribution at the 30%
rate (or lower treaty rate) (other than distributions subject to the 35% FIRPTA
withholding rules described below). To receive a reduced treaty rate, a non-U.S.
shareholder must furnish the combined company or its paying agent with a duly
completed Form W-8BEN (or authorized substitute form) certifying such holder's
qualification for the reduced rate. Generally, a non-U.S. shareholder will be
entitled to a refund from the Internal Revenue Service to the extent the amount
withheld by the combined company from a distribution exceeds the amount of
United States tax owed by such shareholder.

In the case of a non-U.S. shareholder that is a partnership or a trust,
the withholding rules for a distribution to such a partnership or trust will be
dependent on numerous factors, including (i) the classification of the type of
partnership or trust, (ii) the status of the partner or beneficiary, and (iii)
the activities of the partnership or trust. Non-U.S. shareholders that are
partnerships or trusts are urged to consult their tax advisors regarding the
withholding rules applicable to them based on their particular circumstances.

If an income tax treaty does not apply, ordinary dividends that are
effectively connected with the conduct of a trade or business within the U.S. by
a non-U.S. shareholder (and, if a tax treaty applies, ordinary dividends that
are attributable to a United States permanent establishment maintained by the
non-U.S. shareholder) are exempt from U.S. withholding tax. In order to claim
such exemption, a non-U.S. shareholder must provide the combined company or its
paying agent with a duly completed Form 4224 or FormW-8ECI (or authorized
substitute form) certifying such holder's exemption. However, ordinary dividends
exempt from U.S. withholding tax because they are effectively connected or are
attributable to a United States permanent establishment maintained by the
non-U.S. shareholder generally are subject to U.S. federal income tax on a net
income basis at regular graduated rates. In the case of non-U.S. shareholders
that are corporations, any effectively connected ordinary dividends or ordinary
dividends attributable to a United States permanent establishment maintained by
the non-U.S. shareholder may, in certain circumstances, be subject to branch
profits tax at a 30% rate, or at such lower rate as may be provided in an
applicable income tax treaty.

Capital Gain Dividends - General. For any year in which the combined
company qualifies as a real estate investment trust, distributions that are
attributable to gain from sales or exchanges by the combined company of United
States real property interests will be taxed to a non-U.S. shareholder under the
provisions of the Foreign Investment in Real Property Tax Act of 1980, also
known as "FIRPTA". Under FIRPTA, except as described below, distributions
attributable to gain from sales of United States real property are taxed to a
non-U.S. shareholder as if such gain were effectively connected with a United
States trade or business. Non-U.S. shareholders thus would be taxed at the
regular capital gain rates applicable to taxable U.S. shareholders (subject to
the applicable alternative minimum tax and a special alternative minimum tax in
the case of nonresident alien individuals). Distributions subject to FIRPTA also
may be subject to a 30% branch profits tax in the hands of a corporate non-U.S.
shareholder not otherwise entitled to treaty relief or exemption.

Pursuant to the 2004 Tax Act, for taxable years beginning after October
22, 2004, a distribution attributable to gain from sales of United States real
property is not treated as effectively connected with a United States trade or
business provided that (i) the distribution is received with respect to stock
that is publicly traded on an established securities market in the United States
and (ii) the non-U.S. shareholder does not own more than five percent of the

stock at any time during the taxable year in which the distribution is received.
If these requirements are satisfied, the distribution is treated in the manner
described above for ordinary dividends rather than being treated as a capital
gain dividend, and the distribution is not subject to the branch profits tax.

Capital Gain Dividends - Withholding. Under FIRPTA, the combined company
is required to withhold 35% of any distribution that is designated as a capital
gain dividend or which could be designated as a capital gain dividend. Moreover,
if the combined company designates previously made distributions as capital gain
dividends, subsequent distributions (up to the amount of the prior distributions
so designated) will be treated as capital gain dividends for purposes of FIRPTA
withholding. If a distribution is treated as an ordinary dividend rather than a
capital gain dividend pursuant to the terms of the 2004 Tax Act, the FIRPTA
withholding rules would not apply, however the withholding rules applicable to
ordinary dividends, described above, would apply.

Sale of FSP Common Stock. A non-U.S shareholder generally will not be
subject to United States federal income tax under FIRPTA with respect to gain
recognized upon a sale of FSP common stock, provided that the combined company
is a "domestically-controlled REIT." A domestically-controlled REIT generally is
defined as a real estate investment trust in which at all times during a
specified testing period less than 50% in value of the stock was held directly
or indirectly by non-U.S. persons. Although currently it is anticipated that the
combined company will be a domestically-controlled REIT, and, therefore, that
the sale of FSP common stock will not be subject to taxation under FIRPTA, there
can be no assurance that the combined company will, at all relevant times, be a
domestically-controlled REIT. If the gain on the sale of FSP common stock were
subject to taxation under FIRPTA, a non-U.S. shareholder would be subject to the
same treatment as taxable U.S. shareholders with respect to such gain (subject
to the applicable alternative minimum tax and a special alternative minimum tax
in the case of nonresident alien individuals). In addition, a purchaser of FSP
common stock from a non-U.S. shareholder subject to taxation under FIRPTA
generally would be required to deduct and withhold a tax equal to 10% of the
amount realized by a non-U.S. shareholder on the disposition. Any amount
withheld would be creditable against the non-U.S. shareholder's FIRPTA tax
liability.

Even if gain recognized by a non-U.S. shareholder upon the sale of FSP
common stock is not subject to FIRPTA, such gain generally will subject such
shareholder to U.S. tax if:

o an income tax treaty does not apply and the gain is effectively
connected with a trade or business conducted by the non-U.S.
shareholder in the United States (or, if an income tax treaty
applies and the gain is attributable to a United States permanent
establishment maintained by the non-U.S. shareholder), in which
case, unless an applicable treaty provides otherwise, a non-U.S.
shareholder will be taxed on his or her net gain from the sale at
regular graduated U.S. federal income tax rates. In the case of a
non-U.S. shareholder that is a corporation, such shareholder may be
subject to a branch profits tax at a 30% rate, unless an applicable
income tax treaty provides for a lower rate and the shareholder
demonstrates its qualification for such rate; or

o the non-U.S. shareholder is a nonresident alien individual who holds
the FSP common stock as a capital asset and was present in the
United States for 183 days or more during the taxable year (as
determined under the tax code) and certain other conditions apply,
in which case the non-U.S. shareholder will be subject to a 30% tax
on capital gains.

Estate Tax Considerations. The value of FSP common stock owned, or treated
as owned, by a non-U.S. shareholder who is a nonresident alien individual at the
time of his or her death will be included in the individual's gross estate for
United States federal estate tax purposes, unless otherwise provided in an
applicable estate tax treaty.

Information Reporting and Backup Withholding

The combined company is required to report to its shareholders and to the
Internal Revenue Service the amount of distributions paid during each tax year,
and the amount of tax withheld, if any. These requirements apply even if
withholding was not required with respect to payments made to a shareholder. In
the case of non-U.S. shareholders, the information reported may also be made
available to the tax authorities of the non-U.S. shareholder's country of
residence, if an applicable income tax treaty so provides.

Backup withholding generally may be imposed on certain payments to a
shareholder unless the shareholder (i) furnishes certain information, or (ii) is
otherwise exempt from backup withholding.

A shareholder who does not provide the combined company with his or her
correct taxpayer identification number also may be subject to penalties imposed
by the Internal Revenue Service. In addition, the combined company may be
required to withhold a portion of capital gain distributions to any shareholders
who fail to certify their non-foreign status to the combined company.

Shareholders should consult their own tax advisors regarding their
qualification for an exemption from backup withholding and the procedure for
obtaining an exemption. Backup withholding is not an additional tax. Rather, the
amount of any backup withholding with respect to a distribution to a shareholder
will be allowed as a credit against such holder's United States federal income
tax liability and may entitle the shareholder to a refund, provided that the
required information is furnished to the Internal Revenue Service.

In general, backup withholding and information reporting will not apply to
a payment of the proceeds of the sale of FSP common stock by a non-U.S.
shareholder by or through a foreign office of a foreign broker effected outside
of the United States; provided, however, that foreign brokers having certain
connections with the United States may be obligated to comply with the backup
withholding and information reporting rules. Information reporting (but not
backup withholding) will apply, however, to a payment of the proceeds of a sale
of FSP common stock by foreign offices of certain brokers, including foreign
offices of a broker that:

o is a United States person;

o derives 50% or more of its gross income for certain periods from the
conduct of a trade or business in the United States; or

o is a "controlled foreign corporation" for United States tax
purposes.

Information reporting will not apply in the above cases if the broker has
documentary evidence in its records that the holder is a non-U.S. shareholder
and certain conditions are met, or the non-U.S. shareholder otherwise
establishes an exemption.

Payment to or through a United States office of a broker of the proceeds
of a sale of FSP common stock is subject to both backup withholding and
information reporting unless the shareholder certifies in the manner required
that he or she is a non-U.S. shareholder and satisfies certain other
qualifications under penalties of perjury or otherwise establishes an exemption.

State and Local Tax

The discussion herein concerns only the United States federal income tax
treatment likely to be accorded to the combined company and its shareholders. No
consideration has been given to the state and local tax treatment of such
parties. The state and local tax treatment may not conform to the federal
treatment described above. As a result, a shareholder should consult his or her
own tax advisor regarding the specific state and local tax consequences of the
Merger and acquisition, ownership, and disposition of FSP common stock in the
combined company.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-3 with respect to the common stock being registered hereby.
This prospectus constitutes a part of that registration statement. This
prospectus does not contain all the information set forth in the registration
statement and the exhibits and schedules to the registration statement, because
some parts have been omitted in accordance with the rules and regulations of the
SEC. For further information with respect to us and our common stock being
registered hereby, you should refer to the registration statement and the
exhibits and schedules filed as part of the registration statement. Statements
contained in this prospectus regarding the contents of any agreement, contract
or other document referred to are not necessarily complete; reference is made in
each instance to the copy of the contract or document filed as an exhibit to the
registration statement. Each statement is qualified by reference to the exhibit.

We also file annual, quarterly and current reports, proxy statements and
other reports with the SEC. You may inspect a copy of the registration statement
and all other reports that we file with the SEC without charge at the SEC's
principal office in Washington, D.C. Copies of all or any part of the
registration statement may be obtained after payment of fees prescribed by the
SEC from the SEC's Public Reference Room at the SEC's principal office, 450
Fifth Street, N.W., Washington, D.C. 20549.

You may obtain information regarding the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. The SEC's World
Wide Web address is www.sec.gov.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We are incorporating by reference certain documents we file with the SEC,
which means that we can disclose important information to you by referring you
to those documents. The information in the documents incorporated by reference
is considered to be part of this prospectus. Information in documents that we
file with the SEC after the date of this prospectus will automatically update
and supersede information in this prospectus. We incorporate by reference the
documents listed below and any future filings we may make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the termination of the sale of all the shares covered by this prospectus.

o Our Annual Report on Form 10-K for the fiscal year ended December
31, 2003, filed with the SEC on March 15, 2004, as amended by a Form
10-K/A filed with the SEC on April 1, 2004;

o Our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2004, filed with the SEC on May 6, 2004, as amended by a
Form 10-Q/A filed with the SEC on July 29, 2004;

o Our Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2004, filed with the SEC on July 30, 2004;

o Our Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2004, filed with the SEC on November 8, 2004;

o Our Current Report on Form 8-K, dated and filed with the SEC on
February 6, 2004;

o Our Current Report on Form 8-K, dated and filed with the SEC on May
7, 2004;

o Our Current Report on Form 8-K, dated and filed with the SEC on June
1, 2004;

o Our Current Report on Form 8-K, dated July 30, 2004 and filed with
the SEC on August 3, 2004;

o Our Current Report on Form 8-K, dated and filed with the SEC on
August 13, 2004;

o Our Current Report on Form 8-K, dated and filed with the SEC on
August 30, 2004;

o Our Current Report on Form 8-K, dated and filed with the SEC on
August 31, 2004;

o Our Current Report on Form 8-K, dated September 27, 2004 and filed
with the SEC on September 28, 2003;

o Our Current Report on Form 8-K, dated and filed with the SEC on
November 18, 2004;

o The description of our common stock contained in our Form 10 filed
with the SEC on April 30, 2001, as amended by our Form 10/A filed
with the SEC on each of June 21, 2001, July 17, 2001, August 22,
2001 and December 18, 2001; and

o All of our filings pursuant to the Exchange Act after the date of
the initial filing of the registration statement of which this
prospectus is a part and prior to its effectiveness.

A statement contained in a document incorporated by reference in this
prospectus shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus, any
prospectus supplement or in any other subsequently filed document which is also
incorporated in this prospectus modifies or replaces such statement. Any
statements so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.

You may request a free copy of any of the documents incorporated by
reference in this prospectus by writing or telephoning us at the following
address:

Franklin Street Properties Corp.
401 Edgewater Place, Suite 200
Wakefield, MA 01880
(781) 557-1300
Attention: Investor Relations

LEGAL MATTERS

The validity of the shares of common stock covered by this prospectus will
be passed upon for us by Wilmer Cutler Pickering Hale and Dorr LLP, Boston,
Massachusetts. Certain partners of Wilmer Cutler Pickering Hale and Dorr LLP own
an aggregate of 725,162 shares of FSP common stock.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended December 31, 2003, as set forth in their Report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedule are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.

The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K of Franklin Street Properties Corp. as of
December 31, 2002 and for each of the two years in the period ended December 31,
2002 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, given
on the authority of said firm as experts in auditing and accounting.

The financial statements of Montague, Addison Circle, Royal Ridge and
Collins Crossing for the years ended December 31, 2003, December 31, 2002,
December 31, 2001 (as applicable) incorporated by reference in this prospectus
have been audited by Braver and Company, P.C., as stated in their report
incorporated by reference in this prospectus, and are included in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.

================================================================================

No dealer, salesperson or other person is authorized to give any information or
to represent anything not contained in this prospectus. You must not rely on any
unauthorized information or representations. This prospectus is an offer to sell
only the shares offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.

--------------------------------

TABLE OF CONTENTS

Page
----

Prospectus Summary ........................................................ 1

Risk Factors .............................................................. 4

Determination of the Fair Market Value of Our Common Stock ................ 12

Special Note Regarding Forward-Looking Information ........................ 12

Use of Proceeds ........................................................... 12

Selling Stockholders ...................................................... 13

Plan of Distribution ...................................................... 45

Material U.S. Federal Income Tax Considerations ........................... 46

Where You Can Find More Information ....................................... 58

Incorporation of Certain Documents by Reference ........................... 59

Legal Matters ............................................................. 59

Experts ................................................................... 60

================================================================================

Shares
25,000,091

FRANKLIN STREET
PROPERTIES CORP.

Common Stock

_________, 2005

--------------------------------

================================================================================

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses expected to be incurred by FSP
Corp. in connection with the registration and distribution of the common stock
registered hereby, all of which expenses, except for the Securities and Exchange
Commission registration fee, are estimated. The selling stockholders will not be
responsible for any such expenses.

Amount
------
Securities and Exchange Commission registration fee ............. $ 56,065
Legal fees and expenses ......................................... $100,000
Accounting fees and expenses .................................... $ 25,000
Miscellaneous expenses .......................................... $ 10,000
Total .................................................... $191,065
========

Item 15. Indemnification of Directors and Officers.

Our Articles of Incorporation require us to indemnify our directors,
officers, employees, agents and other persons acting on behalf of or at our
request to the fullest extent permitted from time to time by Maryland law. The
General Corporation Law of the State of Maryland permits a corporation to
indemnify its directors, officers and certain other parties against judgments,
penalties, fines, settlements and reasonable expenses, including attorneys'
fees, actually incurred by them in connection with any proceeding to which they
may be made a party by reason of their services to or at the request of the
corporation, unless it is established that (i) the act or omission of the
indemnified party was material to the matter giving rise to the proceeding and
was committed in bad faith or was the result of active and deliberate
dishonesty, (ii) the indemnified party actually received an improper personal
benefit, or (iii) in the case of any criminal proceeding, the indemnified party
had reasonable cause to believe that the act or omission was unlawful.
Indemnification may be made against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by the director or officer in connection
with the proceeding; provided, however, that if the proceeding is one by or in
the right of the corporation, indemnification may not be made with respect to
any proceeding in which the director or officer has been adjudged to be liable
to the corporation. In addition, a director or officer may not be indemnified
with respect to any proceeding charging improper personal benefit to the
director or officer in which the director or officer was adjudged to be liable
on the basis that personal benefit was improperly received.

Our Articles of Incorporation contain a provision eliminating the personal
liability of a director or officer to us or our stockholders for monetary
damages to the fullest extent permitted by Maryland law. The General Corporation
Law of the State of Maryland permits the liability of directors and officers to
a corporation or its stockholders for money damages to be limited, except (i) to
the extent that a judgment or other final adjudication is entered adverse to the
director or officer in a proceeding based on a finding that the director's or
officer's action, or failure to act, was the result of active and deliberative
dishonesty and was material to the cause of action adjudicated in the proceeding
or (ii) to the extent it is proved that the director or officer actually
received an improper benefit or profit in money, property or services. This
provision of the General Corporation Law of the State of Maryland does not limit
our ability or our stockholders' ability to obtain other relief, such as an
injunction or rescission.

II-1

Item 16. Exhibits.

The following exhibits are filed with this registration statement.

Exhibit
Number Description
------ -----------

4.1 Articles of Incorporation of Franklin Street Properties Corp.
(incorporated herein by reference to Appendix B of the Registrant's
Definitive Proxy Statement on Schedule 14A, filed with the SEC on
December 18, 2001).

4.2 By-Laws of Franklin Street Properties Corp. (incorporated herein by
reference to Exhibit C of the Registrant's Definitive Proxy Statement
on Schedule 14A, filed with the SEC on December 18, 2001).

5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.**

8.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP regarding tax
matters.*

23.1 Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in the
opinion filed as Exhibit 5.1).**

23.2 Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in the
opinion filed as Exhibit 8.1).*

23.3 Consent of Ernst & Young LLP.*

23.4 Consent of PricewaterhouseCoopers LLP.*

23.5 Consent of Braver and Company, P.C.*

24.1 Powers of Attorney.**

----------
* Filed herewith.

** Previously filed.

ITEM 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of

II-2

prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in that Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this amendment no. 2 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the town of Wakefield, Commonwealth of
Massachusetts, on the 12th day of January, 2005.

FRANKLIN STREET PROPERTIES CORP.

By: /s/ George J. Carter
--------------------
George J. Carter
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 2 to the registration statement has been signed below by the following
persons in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ George J. Carter President, Chief Executive January 12, 2005
----------------------- Officer and Director
George J. Carter (Principal Executive Officer)

/s/ Barbara J. Fournier Vice President, Chief January 12, 2005
----------------------- Operating Officer, Secretary,
Barbara J. Fournier Treasurer and Director
(Principal Financial Officer)

/s/ John Demeritt Senior Vice President, Finance January 12, 2005
----------------------- (Principal Accounting Officer)
John Demeritt

* Director January 12, 2005
-----------------------
John Burke

* Director January 12, 2005
-----------------------
Dennis J. McGillicuddy

* Director January 12, 2005
-----------------------
Janet P. Notopoulos

* Director January 12, 2005
-----------------------
Richard R. Norris

* Director January 12, 2005
-----------------------
Barry Silverstein

* By the signature set forth below, the undersigned, pursuant to the duly
authorized power of attorney filed with the Securities and Exchange
Commission, has signed this amendment no. 2 to the registration statement
on behalf of the persons indicated.

/s/ Barbara J. Fournier
-----------------------
Barbara J. Fournier
(Attorney-in-Fact)

II-4

EXHIBIT INDEX

Exhibit
Number Description
------ -----------

5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.**

8.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP regarding
tax matters.*

23.1 Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in the
opinion filed as Exhibit 5.1).**

23.2 Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in the
opinion filed as Exhibit 8.1).*

23.3 Consent of Ernst & Young LLP.*

23.4 Consent of PricewaterhouseCoopers LLP.*

23.5 Consent of Braver and Company, P.C.*

24.1 Powers of Attorney.**

----------
* Filed herewith.

** Previously filed.