Edgar Filing: FRANKLIN STREET PROPERTIES CORP /MA/

Filed Pursuant to Rule 424(b)(7)
Registration Statement No. 333-134405

A filing fee of $24,331, calculated in accordance with Rules
457(c) and 457(r), is due in connection with the offering of
common stock pursuant to the registration statement (File No.
333-134405) by means of this prospectus supplement. The proposed
maximum aggregate offering price has been calculated to be
$227,388,421, which represents the 10,971,697 shares offered by
this prospectus supplement multiplied by $20.725 per share, the
average of the high and low sale price of our common stock on the
American Stock Exchange on May 24, 2006. A filing fee of $56,065
has previously been paid in connection with our prior
Registration Statement No. 333-118712, which was initially filed
by us on September 1, 2004 and withdrawn on May 5, 2005.
Pursuant to Rule 457(p), a portion of such unutilized filing fee
is being applied to the filing fee payable in connection with the
offering of common stock pursuant to this prospectus supplement.

Prospectus Supplement
to Prospectus Dated May 23, 2006

FRANKLIN STREET PROPERTIES CORP.

10,971,697 Shares

Common Stock

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

This prospectus supplement relates to the offer and sale of an aggregate
of 10,971,697 shares of common stock of Franklin Street Properties Corp. held by
the persons named in the "selling stockholders" table included within. We issued
these shares on April 30, 2006 in a private transaction.

Our common stock is listed on the American Stock Exchange (AMEX) and
trades under the symbol "FSP."

The selling stockholders identified in this prospectus supplement or their
successors, including transferees, pledgees or donees or their successors, may
offer the shares from time to time through public or private transactions at the
market price prevailing at the time of sale, at a fixed or fixed prices, at
negotiated prices, at various prices determined at the time of sale or at prices
related to prevailing market prices. The timing and amount of any sale are
within the sole discretion of the selling stockholders, subject to certain
restrictions.

The last sale price of our common stock on the AMEX on May 25, 2006 was
$20.75 per share.

Investing in these securities involves risks. See "Risk Factors" on page
23 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 and
the other documents incorporated by reference herein and in the accompanying
prospectus.

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

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 supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.

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

Prospectus supplement dated May 30, 2006.

PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT S-1

ABOUT FRANKLIN STREET PROPERTIES CORP. S-1

THE OFFERING S-2

THE MERGER TRANSACTION S-2

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION S-2

USE OF PROCEEDS S-3

SELLING STOCKHOLDERS S-3

PLAN OF DISTRIBUTION S-59

AVAILABLE INFORMATION S-60

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE S-60

PROSPECTUS

ABOUT THIS PROSPECTUS 1

ABOUT FRANKLIN STREET PROPERTIES CORP. 1

RISK FACTORS 2

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION 2

AVAILABLE INFORMATION 2

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 3

DESCRIPTION OF CAPITAL STOCK 3

USE OF PROCEEDS 4

SELLING STOCKHOLDERS 4

PLAN OF DISTRIBUTION 5

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 7

LEGAL MATTERS 18

EXPERTS 18

You should rely only on the information contained in, or incorporated by
reference in, this prospectus supplement and the accompanying prospectus to this
offering prepared by us or on our behalf or otherwise authorized by us. We have
not, and the selling stockholders have not, authorized anyone to provide you
with different information and if anyone provides you with different or
additional information, you should not rely on it. We are not, and the selling
stockholders are not, making an offer of these securities in any state where the
offer is not permitted. You should not assume that the information in this
prospectus supplement is accurate as of any date other than the date on the
front cover of this prospectus supplement, or that the accompanying prospectus
is accurate on any date other than the date on the first page of the
accompanying prospectus. You should also not assume that the information
contained in any document incorporated by reference into this prospectus
supplement or the accompanying prospectus is accurate as of any date other than
the dates of the specific information.

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first is this prospectus supplement,
which describes the specific terms of the common stock being offered by the
selling stockholders. The second part, the accompanying prospectus dated May 23,
2006, gives more general information about our common stock which may be sold by
the selling stockholders and about us. You should read the entire prospectus
supplement and the accompanying prospectus, as well as the information
incorporated by reference in this prospectus supplement and the accompanying
prospectus, before making an investment decision.

We issued 10,971,697 shares of our common stock as part of a private
merger transaction, described further below in the section entitled "The Merger
Transaction," and agreed to register such shares on behalf of the selling
stockholders.

If there is any inconsistency between the information in this prospectus
supplement and the accompanying prospectus, you should rely on the information
in this prospectus supplement. We may also add, update or change in a prospectus
supplement any of the information contained in this prospectus supplement. This
prospectus supplement, together with applicable prospectus supplements, includes
all material information relating to this offering.

This prospectus supplement and the accompanying prospectus do 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 Securities and Exchange
Commission. 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 supplement 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.

ABOUT FRANKLIN STREET PROPERTIES CORP.

Franklin Street Properties Corp., or 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. We believe we have qualified as a real estate
investment trust, or REIT, for United States federal income tax purposes since
January 2002. We have been a reporting company under the Securities Exchange Act
of 1934 since 2001, and our common stock began trading on the American Stock
Exchange, or AMEX, on June 2, 2005. 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 development and asset/property
management, which generate rental income, loan origination
fees, and development and management fees, respectively.

S-1

o Investment banking/investment services, which generate
brokerage commissions and other fees related to the
organization of single-purpose entities that own real estate,
which we refer to as sponsored REITs.

Our principal executive offices are located at 401 Edgewater Place, Suite
200, Wakefield, Massachusetts 01880. The telephone number of our principal
executive office is (781) 557-1300. Our website address is
www.franklinstreetproperties.com.

For additional information about FSP Corp. and our business, see
"Available Information", below.

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

THE OFFERING

Common stock offered by the selling
stockholders......................... 10,971,697 shares

Use of proceeds...................... We will not receive any proceeds from
the offering.

American Stock Exchange Symbol....... FSP

THE MERGER TRANSACTION

We entered into a merger agreement, dated March 15, 2006, with five wholly
owned acquisition subsidiaries of ours, and five corporations, each organized as
a real estate investment trust and referred to by us as a target REIT. The
merger agreement provided for the merger of each target REIT with and into an
acquisition subsidiary, with the acquisition subsidiary being the surviving
corporation, through a private transaction.

Each target REIT sought and received the consent of the holders of a
majority of its stock to the merger agreement. The mergers were effective April
30, 2006. Each share of target stock in the target REITs was converted into that
number of shares of our common stock equal to an exchange ratio, which was
calculated for each target REIT by dividing a specified price per share of the
target REIT stock by the market value of our common stock, as calculated below.
The parties agreed to calculate the market value of the our common stock for
purposes of the merger agreement by taking the volume weighted average of the
selling price of our common stock on the American Stock Exchange over the 20
consecutive trading days ending on the second trading day prior to the closing
date.

Under the merger agreement, we agreed to register the shares of our common
stock issued as consideration for the mergers. For further information about the
mergers, please see our Current Report on Form 8-K, filed with the SEC on March
16, 2006, which includes the merger agreement as an exhibit, and our Current
Report on Form 8-K, filed with the SEC on May 22, 2006, which includes pro forma
financials relating to the mergers, and other information included or
incorporated by reference in this prospectus supplement.

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This prospectus supplement, the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement and the accompanying
prospectus contain 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

S-2

"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. Investors are cautioned that our
forward-looking statements involve risks and uncertainty, including without
limitation changes in economic conditions in the markets in which we own
properties, changes in the demand by investors for investment in sponsored
REITs, risks of a lessening of demand for the types of real estate owned by us,
changes in government regulations, and expenditures that cannot be anticipated
such as utility rate and usage increases, unanticipated repairs, additional
staffing, insurance increases and real estate tax valuation reassessments. We
cannot guarantee that we actually will achieve the plans, intentions or
expectations disclosed in our forward-looking statements and, accordingly, you
should not place undue reliance on our forward-looking statements. There are a
number of important factors that could cause actual results or events to differ
materially from the forward-looking statements that we make, including the
factors included in the documents we incorporate by reference in this prospectus
supplement and the accompanying prospectus. You should read these factors and
the other cautionary statements made in the documents we incorporate by
reference as being applicable to all related forward-looking statements wherever
they appear in this prospectus supplement and the accompanying prospectus, and
any document incorporated by reference. We caution you that we do not undertake
any obligation to update forward-looking statements we make.

USE OF PROCEEDS

We are registering 10,971,697 shares of our common stock held by the
persons named herein as "selling stockholders" pursuant to a registration
statement of which this prospectus supplement is a part. We will not receive any
proceeds from the sale of the common stock covered by this prospectus
supplement.

SELLING STOCKHOLDERS

The following table and related notes show information regarding the
shares of our common stock owned by the selling stockholders as of April 30,
2006.

The number of shares beneficially owned by each selling stockholder is
determined in accordance with 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 of April 30,
2006 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.

A selling stockholder may resell all, a portion or none of its shares at
any time and from time to time. Selling stockholders may also sell, transfer or
otherwise dispose of some or all of their shares of our common stock in
transactions exempt from the registration requirements of the Securities Act. We
do not know when or in what amounts the selling stockholders may offer shares
for sale under this prospectus supplement. We may pay all expenses incurred with
respect to the registration of the shares of our common stock owned by the
selling stockholders, other than underwriting fees, discounts or commissions,
which will be borne by the selling stockholders. The selling stockholders
include all successors to the selling stockholders, including their transferees,
pledgees or donees or their successors.

S-3

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

Bernard S. Abrams Family Trust,
William S. Fein, Trustee 69,325 2,387 66,938 *

Benjamin J. Abrohams & Molly
Henshaw Abrohams 9,217 2,387 6,830 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Matthew
T. Adams, IRA#: 1796161 19,563 5,026 14,537 *

ADI Family Limited Partnership,
Dr. Anthony D. Ivankovich, Gen.
Partner 4,775 4,775 - -

Steven J. Agresta 13,996 13,996 - -

Dr. Jeffrey H. Ahlin & Kyra J.
Ahlin 6,804 5,804 1,000 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Khosrow
Alamin M.D. IRA #1814048 2,387 2,387 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Walter D.
Albert, II IRA # 1569787 2,507 2,507 - -

Richard P. Albertson, MD 20,434 4,775 15,659 *

James P. Allman 2,387 2,387 - -

George L. Altman 2,387 2,387 - -

Fifth Third Bank, Trustee,
Greenebaum Doll & McDonald Ret.
Plan, FBO: Mark S. Ament 6,214 6,214 - -

Richard P. Ames 2,513 2,513 - -

Eric S. Anderson 2,797 1,256 1,541 *

Fifth Third Bank, Trustee,
Greenebaum Doll & McDonald Ret.
Plan, FBO: P. Richard Anderson 8,214 6,214 2,000 *

Oakley V. Andrews 17,669 7,803 9,866 *

Anhaltzer Marital Trust, Clare H.
Springs & Herbert S. Anhaltzer,
Trustees 9,551 9,551 - -

Mary Louise Anhaltzer Residuary
Trust, F. William Haberman,
Trustee 4,775 4,775 - -

David L. Ansell 2,387 2,387 - -

S-4

Arbors Of Hop Brook Partnership,
Paul T. Liistro, Manager Member
of GP 4,775 4,775 - -

Frank Argano 5,026 5,026 - -

John M. Arribas Jr. 4,775 4,775 - -

Ashoka: Innovators for the
Public, Attn: William Drayton, CEO 81,413 17,413 64,000 *

Robert G. Ayres & Judith C. Ayres 5,767 3,767 2,000 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Robert G.
Ayres IRA #1807254 1,193 1,193 - -

Jeffrey M. Azpell 1,253 1,253 - -

Bachman Family Revocable Trust
dtd 11/16/04, Robert A. &
Bernadette Bachman, Co-Trustees 3,156 1,451 1,705 *

William F. Bahl 10,580 10,580 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: E. Jen
Baird, IRA# 1801679 1,253 1,253 - -

The Lois M. Baker 1982 Trust,
Charles M. Baker, Trustee 1,193 1,193 - -

Steven Baker 5,026 5,026 - -

Elizabeth P. Ball 2,707 2,707 - -

Robert L. Ball 3,644 3,644 - -

Peter A. Banks, MD & Naomi J.
Banks 8,881 2,387 6,494 *

Lori F. Bard 5,361 2,387 2,974 *

William Bard 1,193 1,193 - -

Ira P. Barsky 15,080 15,080 - -

Fred Bartizal M.D. 3,581 3,581 - -

Bashinsky Foundation, Inc., Sloan
Y. Bashinsky, Sr., President 459,704 25,396 434,308 *

Estate of Sloan Y. Bashinsky,
Sr., c/o M. Owens Sims 117,433 117,433 - -

S-5

Bastian FSP REITS Grantors
Retained Annuity Trus, Raphael M.
Bastian, Trustee 54,116 29,884 24,232 *

Sumner G. Baum Trust dated
12/6/95, Sumner G. Baum, Trustee 1,256 1,256 - -

Adam S. Bazelon 1983 Trust, Wayne
R. Lueders, Trustee 17,764 1,193 16,571 *

Matthew B. Bazelon, Wayne R.
Lueders, Custodian 2,387 2,387 - -

Susan Soref Bazelon 1991 Trust,
Susan Bazelon & Wayne R. Lueders,
Trustees 8,872 2,387 6,485 *

Herbert Bearman Foundation, Inc.,
Dr. Sheldon B. Bearman, President 13,463 7,408 6,055 *

Dr. Sheldon B. Bearman & Arlene
E. Bearman 17,954 5,020 12,934 *

Marjorie K. Beinfield 2,387 2,387 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Maurice
Belkin, IRA# 1793118 15,720 15,720 - -

Indenture of Trust of Ene Y.
Benjamin 1990 Revoc, Trust as
Amended & Restated 11/13/2002,
Ene Y. Benjamin, Trustee 7,694 1,253 6,441 *

Donald P. Bennett 1,256 1,256 - -

Kelley A. Bergstrom Revocable
Trust, Kelley A. Bergstrom, &
Joan L. Bergstrom, Trustees 62,232 5,026 57,206 *

Lyle Berman Family Partnership,
Neil Sell, Trustee for General
Partner 75,277 75,277 - -

Howard I Bernstein Declaration of
Trust, u/a dated 4/28/87, Howard
I Bernstein, Trustee 47,507 2,507 45,000 *

The Sumner T. Bernstein Family
Trust, Rosalyne Bernstein & James
Houle, Trustees 8,471 2,387 6,084 *

Terry S. Bernstein 87,623 9,802 77,821 *

Sara Curtis Bible 116,090 116,090 - -

UBS Financial Services,
Custodian, Rodger L. Bick, IRA #
ML 21578-05 5,804 5,804 - -

Michael M. Biehl 10,580 10,580 - -

S-6

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Constance
C. Bingham, IRA# 1742985 1,193 1,193 - -

Uyless Black & Holly Waters 17,271 2,387 14,884 *

Donald F. Blackburn 24,423 2,507 21,916 *

Caryn A. Blanc Revocable Trust,
dated 11/22/2002, Caryn A. Blanc,
Trustee 11,081 5,026 6,055 *

Barbara Blechner 16,193 1,193 15,000 *

Jack N. Blechner, M.D. 41,756 1,256 40,500 *

Steven L. Blechner 7,754 2,450 5,304 *

Charles J. Bloom 34,483 2,387 32,096 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Charles
J. Bloom, IRA# 1689321 33,193 1,193 32,000 *

John T. Boese 2,387 2,387 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: David P.
Bogott IRA #1815869 2,387 2,387 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Timothy
R. Bogott, IRA# 1712299 7,252 2,507 4,745 *

Bank of Texas, N.A., as Trustee
of the Deana K. Butler Children's
Trust 8,317 8,317 - -

Bank of Texas, N.A., as Trustee
of the Robert S. Butler
Children's Trust 19,538 19,538 - -

Bank of Oklahoma, N.A., as
Trustee of the J.A. & Leta M.
Chapman Charitable Trust, 1,294,844 664,232 630,612 *

Bank of Oklahoma, N.A., as
Trustee of the J.A. & Leta M.
Chapman Trust 12,567 12,567 - -

Bank of Oklahoma, N.A., as
Trustee of the Leta McFarlin
Chapman Memorial Trust 357,255 25,134 332,121 *

Bank of Oklahoma, N.A., as
Trustee of the Leta M. Chapman
Trust Fund 81,511 20,107 61,404 *

S-7

Bank of Texas, NA, Trustee &
Custodian, FBO: David R. Davy
Rollover, IRA# 90-8152-01-0 2,902 2,902 - -

Bank of Oklahoma, NA, Agent for
Joe W. Esco Revocable Trust dtd
1/3/00 5,026 5,026 - -

Bank of Oklahoma, N.A., Lisa
Astrea Milam Fatica CWS Trust,
Bank of OK, WT Milam, Sr & CS
Milam 5,014 5,014 - -

Bank of Albuquerque, NA, Agent,
Timothy W. & Kelly M. Frost Inv.
Agency 8,990 5,014 3,976 *

Bank of Oklahoma, N.A., as
Trustee of the Ida M. McFarlin
Memorial Trust 27,585 12,567 15,018 *

Bank of Oklahoma, N.A., Mary
Ellen Meredith CWS Trust, Bank of
OK, WT Milam, Sr & CS Milam 5,026 5,026 - -

Bank of Oklahoma, NA, Agent for
OETA Foundation, Inc. 9,551 9,551 - -

Colorado State Bank & Trust,
Agent, FBO: Nora E. Roth, IMA
#61-0172-01-7 1,193 1,193 - -

Colorado State Bank & Trust, Cust
Agent, FBO: Murray M. Snyder, DO,
IRA #90-0071-01-0 4,775 4,775 - -

Virginia M. Sobral CWS Trust,
Bank of OK, WT Milam, Sr & CS
Milam Trustee, c/o Bank of
Oklahoma, NA 5,014 5,014 - -

Bank of Oklahoma, N.A., as
Trustee of the Pauline McFarlin
Walter Memorial Trust 27,622 27,622 - -

Harold W. Bonus & Carol L. Bonus 1,193 1,193 - -

George S. Bovis Revocable Trust,
George S. Bovis, Trustee 39,958 4,775 35,183 *

W. Reynolds Bowers 14,543 3,838 10,705 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: W.
Reynolds Bowers, IRA# 1709127 9,745 3,838 5,907 *

Edward H. Bowman, Jr. 20,215 4,775 15,440 *

Nancy H. Brach 110,861 2,387 108,474 *

Alvin H. Brackup, MD & Elaine
Brackup 6,732 3,704 3,028 *

S-8

Joan Ruth Brand & Robert Lewis
Brand Trust, u/a 04/10/95 FBO:
Joan Ruth Brand et al, Joan R. &
Robert Lewis Brand, Trust 7,521 7,521 - -

Brant Investments, LLC, Joseph A.
Brant, Manager 15,042 15,042 - -

Douglas G. Braun & Amy B.
Stollmack 5,155 5,155 - -

Robert Aaron Breit Revocable
Living Trust dated 6/1/90, Robert
Aaron Breit, Trustee 123,892 6,148 117,744 *

Edward G. Bremer Trust u/w dtd
6/6/60, FBO: E. Elizabeth
Johnson, c/o U.S. Bank, NA 15,832 4,775 11,057 *

Brent Investments, Cary Drazner,
Managing Partner 7,521 7,521 - -

William T. Bride 2,507 2,507 - -

Toliver J. Brown 41,378 5,092 36,286 *

Robert H. Brownlee & Sue F.
Brownlee 15,353 2,513 12,840 *

Elizabeth E. Bryson Revocable
Trust, Elizabeth E. Bryson,
Trustee 49,508 1,451 48,057 *

Sheila R. Bugdanowitz 5,949 2,507 3,442 *

Arlene M. Bunis 17,513 2,513 15,000 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Bruce B.
Burgess, IRA# 1806275 4,775 4,775 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Thomas C.
Burke, IRA#: 1794008 5,026 5,026 - -

Burson Family Partnership (LP),
Harold Burson, General Partner 58,688 10,310 48,378 *

Peter J. Byrne Trust dated
12/30/93, Peter J. Byrne, Trustee 50,221 8,482 41,739 *

Bruce D. Cahill & Thea M. Cahill 23,901 4,901 19,000 *

B. Wayne Caltrider 48,804 5,804 43,000 *

J.C. Realty Limited Partnership,
B. Wayne Caltrider, General
Partner 19,831 19,831 - -

Marie T. Campagna & Michael J.
Klich, Jr. 64,551 9,551 55,000 *

S-9

Caplin Family Investments LLC,
Michael Caplin, Managing Member 972,340 40,752 931,588 1.3%

Ruth Caplin 543,897 139,132 404,765 *

PNC Bank, Custodian, FBO: Wayne
R. Carney, IRA#: 42-43-205-7898383 4,775 4,775 - -

Wayne Carney Separate Property
Trust, Wayne R. Carney, Trustee 5,804 5,804 - -

Robert Allen Caspe Revocable
Trust, Robert A. Caspe, Trustee 10,053 10,053 - -

AG Edwards & Sons, Inc.,
Custodian, FBO: Donald R. Chabot
IRA Rollover, Acct. #: 2070-7603 36,164 10,831 25,333 *

Loys Charbonnet III Revocable
Trust, Loys Charbonnet III,
Trustee 46,617 2,387 44,230 *

Jon P. Christiansen & Nancy J.
Christiansen 2,513 2,513 - -

James R. Clark & Martha C. Clark 7,677 7,677 - -

Peter R. Coffin 10,011 2,902 7,109 *

Mark B. Cohen & Jean R. Cohen 38,802 9,551 29,251 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: William
M. Cohen, IRA# 1801092 4,253 1,253 3,000 *

Theodore Cohn & Alice Ginott Cohn 90,158 9,802 80,356 *

George T. Cole 12,326 2,447 9,879 *

Richard F. Cole 2,513 2,513 - -

Richard P. Cole 81,195 20,495 60,700 *

Joseph E. Coleman 18,941 2,387 16,554 *

Noris Comas 12,153 2,902 9,251 *

John S. Cone 53,556 9,802 43,754 *

Earl E. Congdon Intangibles
Trust, David S. Congdon, Trustee 89,577 23,547 66,030 *

S-10

John R. Congdon Revocable Trust
dtd 8/29/91, John R. Congdon,
Trustee 32,245 9,789 22,456 *

The Kathryn W. Congdon
Intangibles Trust, David S.
Congdon, Trustee 26,207 10,028 16,179 *

Natalie N. Congdon Revocable
Trust, dated 08/29/91, Natalie N.
Congdon, Trustee 22,024 9,802 12,222 *

Barbara Cook 5,191 3,704 1,487 *

James A. W. Cook 12,387 2,387 10,000 *

Richard L. Cook 2,447 2,447 - -

National City Bank, Kentrucky,
Trustee, FBO: Melvin F. Coorsen
Trust Fund B 2,513 2,513 - -

Nathan E. Corning 4B#1 FBO:
Lawrence H Corning, Dwight B.
Corning, Investment Counsel 5,026 5,026 - -

Nathan E. Corning Fund 8A FBO:
Lawrence H Cornin, Dwight B.
Corning, Investment Counsel 10,053 10,053 - -

Nathan E. Corning Fund 8C FBO:
Eve M Corning, Dwight B. Corning,
Investment Counsel 15,080 15,080 - -

James Coseo 33,816 14,816 19,000 *

John M. Crabill 89,764 5,026 84,738 *

Timothy T. Creager & Susan M.
Creager 22,790 16,623 6,167 *

Catherine M. Criticos 61,704 2,387 59,317 *

Gretchen K. Crosby 1,253 1,253 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Robert L.
Crosby, IRA#: 1629742 12,367 1,256 11,111 *

George D. Cunningham & Noreen T.
Cunningham 11,193 5,026 6,167 *

Stephen J. Curtis & Bridget M.
Curtis 11,047 2,704 8,343 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Stephen
J. Curtis, IRA # 1607462 9,794 1,451 8,343 *

CW Real Estate Fund I, LLC, R.
Angus West, CEO 12,567 12,567 - -

S-11

Maude H. Dickinson Inter Vivos
Trust - JLDP-NPB, FBO: Nancy P
Bruns #APC 1842-65, W W Rooke, A
Rooke, et al, Co-Trustees 5,014 5,014 - -

John L. Dickinson Inter Vivos
Trust, FBO: Nancy P. Bruns
#APC-1843-65, NP Bruns, RM Evans,
et. al., Co-Trustee 8,706 8,706 - -

Maude H Dickinson Inter Vivos
Trust, FBO: Maude G Carr,
#APC-1842-45, RM Evans, RF Carr,
et al, as Co-Trustees 5,409 5,409 - -

John L. Dickinson Testamentary
Trust, FBO: Maude G Carr,
#APC-1841, RM Evans, MG Carr, et
al, Co-Trustees 5,026 5,026 - -

John L. Dickinson Inter Vivos
Trust, FBO: R. Marshall Evans,
Jr. #APC-1843-11, RM Evans, Maude
G. Carr, et al, Co-Trustrees 10,580 10,580 - -

Maude H. Dickinson Inter Vivos
Trust FBO: Edward Goldsmith,
(EIG) Acct# APC-1842-46, RM
Evans, RF Carr III, et al,
Co-Trustees 5,014 5,014 - -

John L. Dickinson Inter Vivos
Trust FBO: E. I. Goldsmith, Jr.,
Acct# APC-1843-45, MG Carr, R M
Evans et. al, Co-Trustees 10,942 4,775 6,167 *

John L Dickinson Testemenatry
Trust FBO: Robert Goldsmith (RFG)
#APC-1841-02, R M Evans, M G Carr
, et. al, Co-Trustees 5,014 5,014 - -

Maude H. Dickinson Inter Vivos
Trust FBO: Robert Goldsmith,
(RFG) Acct# APC-1842-47, W Rooke,
RF Carr III, et al, Co-Trustees 17,349 5,014 12,335 *

John L Dickinson Inter Vivos
Trust, FBO: Robert F Goldsmith,
#APC-1843-46, M G Carr, R M
Evans, et al., Co-Trustees 9,802 9,802 - -

S-12

John L. Dickinson Testementary
Trust FBO Elizabe, Evans
Goluchowski #APC-1841-05, RM
Evans, Maude G Carr, et al.
Co-Trustees 11,859 5,804 6,055 *

John L. Dickinson Inter Vivos
Trust, FBO: Elizabeth Goluchowski
#APC-1843-12 RM Evans, Maude G.
Carr, et al. Co-Trustees 4,775 4,775 - -

John L. Dickinson Inter Vivos
Trust - AAP-AAP II, FBO: Andrew
A. Payne, III #APC-1843-48 A
Rooke, RM Evans, et al,
Co-Trustees 10,942 4,775 6,167 *

Andrew A. Payne Trust No. 2, FBO:
Andrew A. Payne, III Andrew A
Payne III & John LD Payne 5,014 5,014 - -

Andrew A. Payne Trust No. 3, FBO:
J. Lewis Payne & Nancy P. Bruns
JLD Payne, Jr. & BB&T Bank,
Co-Trustees 9,551 9,551 - -

Maude H. Dickinson Inter Vivos
Trust JDLP/JLDP J, FBO: J. Lewis
Payne #APC-1842-64 W W Rooke, A
Rooke, et. al, Co-Trustees 5,014 5,014 - -

John L. Dickinson Testamentary
Trust - AAP/JKTP, FBO: James K
Thomas Payne, #APC-1841-15 R M
Evans, M Carr, et. al.,
Co-Trustees 5,014 5,014 - -

Maude H. Dickinson Inter Vivos
Trust AAP/JKTP, FBO: James Kay
Thomas Payne APC#1842-49 AK Rooke
& WW Rooke, Sr. et al, Trustee 5,804 5,804 - -

Andrew A. Payne Trust No 1 FBO:
Anastasia Rooke, Acct#
1233000088, Andrew A Payne, III
John L D Payne, Jr., Trustees 27,327 21,160 6,167 *

Maude H Dickinson Inter Vivos
Trust, FBO Andrew P. Rooke
#APC-1842 AK Rooke, W W Rooke, et
al, Co-Trustee 10,028 10,028 - -

John L Dickinson Testementary
Trust FBO Mary, Dickinson Sella,
Acct #APC-1841-06 R M Evans, M
Carr, et. al., Co-Trustee 11,859 5,804 6,055 *

John L. Dickinson Inter Vivos
Trust, FBO: Mary D. Evans Sella
#APC-1843-13 RM Evans, M Carr, et
al., Co-Truste 4,775 4,775 - -

Marvin C. Daitch Revocable Trust
Dated, October 26, 1995, as
Amended Marvin C. Daitch, Trustee 1,253 1,253 - -

James R. V. Daniel 75,425 2,902 72,523 *

S-13

Edward Darman 242,572 48,723 193,849 *

Edward Darman Company Limited
Partnership, Edward Darman, CEO 1,167,649 271,358 896,291 1.3%

Hilda Darman QTIP Trust, Gary
Darman, Trustee 9,802 9,802 - -

Linda Darman 64,178 14,816 49,362 *

Nina Darman Antonsen, Linda
Darman, Custodian 5,014 5,014 - -

Franco J. Dattilo 2,507 2,507 - -

John J. Dattilo 5,014 5,014 - -

Leslie F. Davis 13,806 4,775 9,031 *

Richard T. Davis, Jr. 15,590 6,483 9,107 *

Robert E. Davis & Linda Larie
Davis 4,775 4,775 - -

Robert E. Davis & Linda Larie
Davis 5,804 5,804 - -

National City Bank, Trustee,
Calfee, Halter, & Griswold LLP
PST&P FBO: Philip M. Dawson
#01647582LC7 2,513 2,513 - -

Decahedron Partners, L.P.,
Francis E. Spindler Revocable
Trust, G.P c/o Francis E.
Spindler, Trustee 10,870 10,870 - -

Delta Management, Inc., Peter Van
Dyke, President 21,804 5,804 16,000 *

Robert L. DeMay 2,447 2,447 - -

DenJoe Investment Company, Joseph
Jerkovich & Dennis Shea, Partners 14,826 5,020 9,806 *

Audrey Deren 5,026 5,026 - -

Charles M. Desenberg Irrevocable
Trust, Marilyn A. Desenberg,
Gregory S. Band & Richard E.
Goble, Co-Trustees 2,387 2,387 - -

Charles M. Desenberg Revocable
Trust, Charles M. Desenberg,
Trustee 4,775 4,775 - -

Marilyn A. Desenberg Revocable
Trust, Marilyn A. Desenberg,
Trustee 2,387 2,387 - -

S-14

Robert J. Dessommes, III 2,450 2,450 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: William
Dickter, IRA# 1672254 3,898 3,898 - -

Herbert T. Dike Revocable Trust
dtd 9/14/94, Herbert T. Dike,
Trustee 53,578 2,387 51,191 *

Di Renzo & Bomier Retirement
Trust, Robert C. Di Renzo,
Trustee 10,885 4,775 6,110 *

DLD Family Investments, LLC,
Randa Duncan Williams, President 98,381 41,242 57,139 *

Robert J. Dockery & Susan J.
Dockery 24,502 5,026 19,476 *

Carolyn A. Dodd 5,026 5,026 - -

Carolyn A. Dodd &, Cynthia L.
Manning 4,775 4,775 - -

Christopher L. Doerr 11,193 5,026 6,167 *

David P. Donovan 1,256 1,256 - -

Harry C. Doolittle & Misook
Doolittle 58,045 58,045 - -

Emilie L. Downs 2,450 2,450 - -

James F. Drew & Marianne C. Drew 4,775 4,775 - -

David L. Duffy & Marcelline E.
Thomson 4,775 4,775 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: David L.
Duffy, IRA #1810963 4,775 4,775 - -

Elizabeth M. Dunbar 48,270 5,290 42,980 *

D-W Family Limited Partnership,
WCT, Inc. General Partner Donald
J. Wright, President 79,709 25,635 54,074 *

Eastholm Summer Associates
Partnership, Guido Goldman 2,387 2,387 - -

Chelsea Echenique, Jorge E.
Echenique, Custodian 16,507 4,901 11,606 *

Jorge Echenique, MD, PA,
Qualified, Deferred Compensation
Trust FBO: Jorge Echenique,
Trustee 58,629 4,894 53,735 *

S-15

Michelle Echenique 2002 Revocable
Trust, Michelle Echenique,
Trustee 71,260 7,282 63,978 *

Steven Echenique, Jorge
Echenique, Custodian 16,507 4,901 11,606 *

William S. Eckland & Abbie G.
Eckland 4,096 4,096 - -

Marc F. Efron & Barbara H. Bares 4,088 2,387 1,701 *

Marc F. Efron 5,361 2,387 2,974 *

EHF Investments, Attention: M.
Hatch 159,138 4,775 154,363 *

David H. Ehrlich Revocable Trust,
David H. Ehrlich, Trustee 25,704 2,704 23,000 *

John W. Eilers 5,447 2,447 3,000 *

Charles J. Eisen 7,803 7,803 - -

State Street Bank & Trust, c/o
Sanford C. Bernstein & Co. LLC,
Cust FBO: David N. Ellenhorn 2,387 2,387 - -

Article #9 Trust u/w Dorothy L.
Bernhard, FBO: Robert A. Bernhard
William L. Bernhard, Trustee 10,028 10,028 - -

William Bernhard Family Trust u/a
dtd 9/3/64, Robert A. Bernhard &
William L. Bernhard, Trustees 15,042 15,042 - -

John K. Colgate, Jr. 11,609 11,609 - -

John Colgate Residuary Trust,
FBO: John Colgate John K Colgate
Jr & Mary C Kirk Tt 21,637 21,637 - -

John Colgate Trust #1, John K
Colgate, Jr. Russell Wilkinson, &
Mary C Kirk, Trustees 32,456 32,456 - -

Mary C. Kirk 17,413 17,413 - -

Hilary C. McInerney 5,804 5,804 - -

John Stephens &, Anna Stephens 16,623 16,623 - -

John Stephens &, Anna Stephens 4,775 4,775 - -

Turnstone Ventures LP, Dr. Philip
O. Livingston, Managing GP 42,485 42,485 - -

S-16

Josephine Wilkinson Trust #1,
John K Colgate, Jr., Edith W.
Allen & Russell C. Wilkinson,
Trustees 24,935 24,935 - -

Russell Wilkinson, 12,535 12,535 - -

Gregor K. Emmert, Sr. Rev. Trust,
c/o National City Bank, Trustee
Acct #: 09-30T649000 9,789 9,789 - -

Charles A. Engh, M.D. Revocable
Trust, Charles A. Engh, Trustee 49,012 49,012 - -

William D. Epstein Living Trust,
William D. Epstein, Trustee 596 596 - -

Ethics and Excellence in
Journalism Foundation, William J.
Ross, President 10,580 10,580 - -

Hubbard Properties, Inc., R.
Marshall Evans, President 20,107 20,107 - -

Sharran P. Everhart Revocable
Living Trust, Sharran P.
Everhart, Trustee 78,805 2,507 76,298 *

William Bryan Farney 28,211 8,859 19,352 *

Marjorie M. Feagin 15,511 3,838 11,673 *

Robert R. Feagin III 6,232 3,838 2,394 *

Ellen S. Feldstein 22,593 2,387 20,206 *

Stuart F. Feldstein &, Ellen S.
Feldstein 15,187 2,387 12,800 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Richard
S. Felkner, IRA# 1801678 10,580 10,580 - -

Sheridan D. Felkner 7,527 7,527 - -

John R. Ferguson & Janine D.
Harris 91,486 1,193 90,293 *

Eugene P. Fine Living Trust,
Eugene P. Fine, Trustee 10,041 10,041 - -

Finn Investors Limited
Partnership, Dr. Steven G. Finn,
General Partner 98,339 9,551 88,788 *

Dr. Steven G. Finn 173,017 5,026 167,991 *

John W. Fischer & Nancy M.
Fischer 7,903 1,256 6,647 *

S-17

J. F. Fletcher Trust, AmSouth
Bank, Trustee 10,053 10,053 - -

Richard A. Flyg 10,273 3,961 6,312 *

Foley Family Foundation, Stephen
Fisher & Wendy Bosworth,
Trustee's 26,517 9,551 16,966 *

Bruce L. Forbes, 10,028 10,028 - -

Foreman Investment Capital, LLC,
Scott F. Zarrow, President 5,415 5,415 - -

James L. & Mabel D. Foreman,
Trustees, U/I/T James L. Foreman
dated 11/08/99 4,901 4,901 - -

Mabel D. & James L. Foreman,
Trustees, U/I/T Mabel D. Foreman
dated 11/08/99 4,901 4,901 - -

John M. Fox 4,775 4,775 - -

William Jackson Frable Living
Trust, William Jackson Frable,
Trustee 63,594 5,014 58,580 *

Citigroup Global Markets,
Custodian, FBO: Jay W. Freedman
IRA #179-64830-12-031 2,387 2,387 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Joseph D.
Freedman, IRA# 810175 7,408 7,408 - -

William M. Freedman &, Harriet A.
Freedman 9,388 1,193 8,195 *

Charles Schwab & Co., Inc.,
Custodian, FBO: Abraham P
Friedman, IRA# 34693985 1,256 1,256 - -

Don Friedman 16,930 4,775 12,155 *

Jerry M. Frye 1,253 1,253 - -

Fay Marie Gallus 69,315 8,796 60,519 *

Angela Gardella 4,775 4,775 - -

Michael Gardella, Jeanne Gardella 4,775 4,775 - -

Thomas H. Garrett 23,482 13,482 10,000 *

Thomas H. Garrett & Linda H.
Garrett 26,260 5,026 21,234 *

August W. Geise, IV 15,748 9,802 5,946 *

S-18

Bob Gerber 2,387 2,387 - -

Richard B. Gerber, M.D. 22,516 4,775 17,741 *

Suzannah Gerber Trust, Richard B.
Gerber, M.D., Trustee 23,727 1,193 22,534 *

Frederick J. Gerhart 19,193 1,193 18,000 *

James F. Gerrity, III 2,387 2,387 - -

Peter F. Gerrity 4,775 4,775 - -

Jeff M. Gerum 1994 Revocable
Trust, Jeff M. Gerum, Trustee 45,732 9,789 35,943 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: L. Henry
Gissel, Jr. R/O IRA# 1742727 2,451 1,451 1,000 *

Lewis H. Gissel, Jr. as Separate
Property 2,710 2,510 200 *

Herbert S. Gittelman Revocable
Trust, Herbert S. Gittelman,
Trustee 46,551 4,775 41,776 *

GJW, LLC, Gordon R. Walsh,
Manager 20,621 20,621 - -

Stephen R. Gladstone 10,112 7,288 2,824 *

Cynthia B. Godfrey 1,193 1,193 - -

Loren Godfrey 4,417 1,193 3,224 *

Goldberg Management Company LLC,
Walter Goldberg, Managing Member 2,902 2,902 - -

Walter Goldberg Company, Waler
Goldberg, Managing Partner 6,095 6,095 - -

JDAG LLC, Walter Goldberg,
Managing Partner 7,803 7,803 - -

Greer Goldman 4,775 4,775 - -

Internal Medicine Associates,
Ltd., Pension Fund FBO: Jacob
Goldstein 2,513 2,513 - -

Jill Goldstein 14,326 14,326 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Clifford
T. Gordon IRA #1817747 1,193 1,193 - -

S-19

Gerald W. Gorman 5,409 5,409 - -

Scott J. Grady &, Judith L. Grady 4,868 2,447 2,421 *

Philip L. Graham, Jr., Esq. 71,749 2,507 69,242 *

Andrew M. Gralla 68,897 10,310 58,587 *

Lazar J. Greenfield Living Trust,
Lazar J. Greenfield, Trustee 55,940 5,026 50,914 *

Three Jays Family Limited
Partnership, Three Jays, LLC, its
General Partner Lazar J.
Greenfield, Managing Partn 4,775 4,775 - -

Lewis Greenwald &, Olive
Greenwald 25,088 2,447 22,641 *

Susan P. Gribbell (2) 1,596 1,451 145 *

Shirley K. Griffin 30,818 10,818 20,000 *

William M. Griffin 443,401 14,565 428,836 *

Glenview Trust Company, Agent,
Lisa Tate Austin Trust Under
Agreement dated 12/30/88 (#484) 12,303 12,303 - -

Glenview Trust Company, Trustee,
Judith A. Ayotte Revocable Trust # 2,513 2,513 - -

Glenview Trust Company, Agent,
Barbara M. Baker, IMA #542 2,387 2,387 - -

Glenview Trust Company, Agent,
Beam Family Limited Partnership
#426 1,256 1,256 - -

Glenview Trust Company, Trustee,
John G. Beam Trust TUW FBO:
Jeanne D. Beam #427 2,513 2,513 - -

Glenview Trust Company, Trustee,
Hannah W. Bloom Revocable Trust # 3,704 3,704 - -

Glenview Trust Company, Agent,
Susan Boone, IMA# 565 2,387 2,387 - -

Glenview Trust Company, Agent,
Timothy & Karen Brown, IMA # 873 10,038 10,038 - -

S-20

Glenview Trust Company, Agent,
David C. Brown IMA #541 1,193 1,193 - -

Glenview Trust Company, Trustee,
Lendy & Darrell Brown Charitable
Remainder Unitrust #390 4,775 4,775 - -

Glenview Trust Company, Trustee,
Lendy Firestone Brown Revocable
Trust #378 9,855 9,855 - -

Glenview Trust Company, Agent,
Donald D. & Karen K. Buchanan
IMA# 713 1,256 1,256 - -

Glenview Trust Company, Agent,
Cabbage Patch Settlement House,
Inc. Investment Management
Agreement #45 2,510 2,510 - -

Glenview Trust Company,
Custodian, FBO: Burton J. Cohen
MD, IRA# 076 2,507 2,507 - -

Glenview Trust Company,
Custodian, FBO: James Daniel
Conner, Jr. IMA# 539 18,520 18,520 - -

Glenview Trust Company,
Custodian, FBO: David Daulton,
IRA# 291 2,387 2,387 - -

Glenview Trust Company, Trustee,
Paxton M. Wilt Irrev. Trust FBO:
John Paxton Dering #294 2,513 2,513 - -

Glenview Trust Company, Agent,
Paxton M. Wilt Irrev. Trust FBO:
William G. Dering, Jr. IMA #295 2,513 2,513 - -

Glenview Trust Company, Trustee,
Sarah R. Devlin Revocable Trust
#383 9,789 9,789 - -

Glenview Trust Company,
Custodian, FBO: A. Robert Doll,
IRA# 186 2,513 2,513 - -

Glenview Trust Company,
Custodian, FBO: Denise Hale
Downard, IRA# 117 1,256 1,256 - -

Glenview Trust Company,
Custodian, FBO: P. Kelly Downard,
IRA# 118 3,707 3,707 - -

Glenview Trust Company,
Custodian, FBO: Donald E. Doyle,
IRA #274 1,256 1,256 - -

S-21

Glenview Trust Company, Agent,
George F. Duthie IMA #089 2,513 2,513 -

Glenview Trust Company, Agent,
Marshall P. Eldred, Jr. IMA#509 11,112 11,112 - -

Glenview Trust Company, Trustee,
Alexander T. Farnsley Trust Under
Will FBO B Sanders, G McNair & D
Walter 14,684 14,684 - -

Glenview Trust Company, Trustee,
Susan G. Ford Revocable Trust
#335 4,901 4,901 - -

Glenview Trust Company, Agent,
University Cardiothoracic
Surgical Assoc PSC Retirement
Plan FBO: Dr. Laman 14,816 14,816 - -

Glenview Trust Company,
Custodian, FBO: Diller B. Groff,
IRA# 393 17,078 17,078 - -

Glenview Trust Company,
Custodian, FBO: William D.
Grubbs, IRA# 495 2,513 2,513 - -

Glenview Trust Company, Agent,
Carl Hafele IMA #471 7,407 7,407 - -

Glenview Trust Company, Trustee,
Arch L. Heady, III Revocable Tr.
#120 10,041 10,041 - -

Glenview Trust Company, Agent,
Raefette B. & Audwin A. Helton,
IMA# 540 Attn: Emily Lawrence 3,770 3,770 - -

Glenview Trust Company,
Custodian, Edward L. Hickerson
SEP IRA #577 1,193 1,193 - -

Glenview Trust Company, Trustee,
Melvin L. Huber, Sr. Amended
Trust #062 2,513 2,513 - -

Glenview Trust Company, Agent, JG
Partnership, Ltd., IMA #478 22,231 22,231 - -

Glenview Trust Company, Agent,
Betty A. Jones, IMA #477 8,661 8,661 - -

Glenview Trust Company, Agent,
Carol Jones & Paul H. Levitch
IMA# 439 12,369 12,369 - -

Glenview Trust Company, Agent,
Daniel H. Jones, IMA# 493 5,026 5,026 - -

Glenview Trust Company, Agent,
Matthew L. Jones, IMA# 476 12,428 12,428 - -

Glenview Trust Company, Agent,
Susan T. Jones, IMA# 475 11,175 11,175 - -

S-22

Glenview Trust Company, Trustee,
Alfred S. Joseph, Jr. Trust FBO:
Dorothy Joseph #217 5,020 5,020 - -

Glenview Trust Company, Trustee,
Alix Joseph Revocable Trust #223 2,507 2,507 - -

Glenview Trust Company, Trustee,
Helen R. Joseph Trust u/w et al.
(#227) 5,020 5,020 - -

Glenview Trust Company, Agent,
Susan Joseph, IMA# 300 3,644 3,644 - -

Glenview Trust Company, Agent,
Dr. John Stewart Koch, IMA # 397 3,641 3,641 - -

Glenview Trust Company, Trustee,
Laramie L. Leatherman Family
Trust #373 11,112 11,112 - -

Glenview Trust Company,
Custodian, Portia H. Leatherman,
IRA# 352 14,816 14,816 - -

Glenview Trust Company,
Custodian, FBO: Joseph J.
McGowan, IRA# 240 1,256 1,256 - -

Glenview Trust Company, Trustee,
Jessie Barker McKellar Trust Fund
No. 2 FBO: Douglas H. McKellar,
Jr. (#08 8,595 8,595 - -

Glenview Trust Company, Trustee,
Jessie Barker McKellar 1976 Trust
FBO: Douglas McKellar, Jr. Fund 4 8,595 8,595 - -

Glenview Trust Company, Trustee,
Doulgas H. McKellar, Jr. Irrev.
Trust FBO: Jessica B. M.
McKellar #100 1,256 1,256 - -

Glenview Trust Company, Trustee,
Jessie Barker McKellar Charitable
Foundation #415 14,816 14,816 - -

Glenview Trust Company,
Custodian, FBO: Theodore L.
Merhoff, IRA# 326 2,510 2,510 - -

Glenview Trust Company,
Custodian, FBO: James B. Moore,
IRA #077 2,447 2,447 - -

Glenview Trust Company, Agent,
FBO: John Thomas Moore &
Katherine H. Moore IMA# 522 2,387 2,387 - -

S-23

Glenview Trust Company, Agent,
Katharine S. Moore IMA #584 Attn:
James B. Moore 7,342 7,342 - -

Glenview Trust Company, Agent,
Mary Ann Moore Revocable Trust
#515 3,701 3,701 - -

Glenview Trust Company, Trustee,
James Morrissey Family Limited
Partnership IMA #171 6,274 6,274 - -

Glenview Trust Company, Trustee,
Kay Morrissey Family Limited
Partnership #172 6,274 6,274 - -

Glenview Trust Company, Agent,
Carolyn Duthie Mountjoy, IMA #
286 1,256 1,256 - -

Glenview Trust Company, Agent, W.
Patrick Mulloy IMA # 159 6,277 6,277 - -

Glenview Trust Company,
Custodian, FBO: Debra M. Murphy,
IRA #004 Attn: Doris Skees 1,256 1,256 - -

Glenview Trust Company,
Custodian, FBO: Ronald J. Murphy,
IRA #001 2,510 2,510 - -

Glenview Trust Company, Trustee,
Ronald J. Murphy Revocable Trust
#003 2,507 2,507 - -

Glenview Trust Company, Trustee,
Elaine Musselman Revocable Trust
#044 4,894 4,894 - -

Glenview Trust Company, Trustee,
Sara B. Musselman Revocable Trust
#088 4,901 4,901 - -

Glenview Trust Company, Trustee,
Celeste M. Neuman Irrevocable
Trust Fund 4 #063 11,172 11,172 - -

Glenview Trust Company, Trustee,
Douglas Clay Neuman Irrevocable
Trust Fund 3 #068 2,513 2,513 - -

Glenview Trust Company, Agent,
Charles & Nancy Neumann, IMA #273 2,513 2,513 - -

Glenview Trust Company, Trustee,
Carolyn & Rhodes Nutter Rev Trust
#587 1,193 1,193 - -

Glenview Trust Company,
Custodian, FBO: Rhodes B. Nutter
IRA #588 1,193 1,193 - -

Glenview Trust Company,
Custodian, FBO: Robert E.
O'Connor, Jr. IRA# 432 7,408 7,408 - -

S-24

Glenview Trust Company, Trustee,
Barbara Tway Partlow Revoc Trust
#578 4,775 4,775 - -

Glenview Trust Company, Trustee,
William T. Tway Trust u/w FBO:
Barbara T. Partlow #603 4,775 4,775 - -

Glenview Trust Company, Agent,
Carl F. Pollard, IMA # 550 29,633 29,633 - -

Glenview Trust Company,
Custodian, FBO: Gordon L. Ragan,
IRA #078 3,763 3,763 - -

Glenview Trust Company, Agent,
Helen D. Rhawn IMA #601 1,193 1,193 - -

Glenview Trust Company, Agent,
Robert W. Rounsavall, Jr. Family
Foundation, Inc. #691 2,513 2,513 - -

Glenview Trust Company,
Custodian, FBO: E. Peter Rutledge
IRA# 455 2,513 2,513 - -

Glenview Trust Company, Agent,
James S. & Kathleen M. Ryan IMA
#460 9,789 9,789 - -

Glenview Trust Company, Agent,
Mary H. Schulz Revocable Trust
dated July 15, 1999 #492 1,256 1,256 - -

Glenview Trust Company, Agent,
Raymond G. Shea, MD PSC Profit
Sharing Plan & Trust #532 10,041 10,041 - -

Glenview Trust Company, Trustee,
Steven F. & Jeni L. Smith
Revocable Trust #028 5,026 5,026 - -

Glenview Trust Company, Agent,
William James Sprow, III IMA #
497 5,020 5,020 - -

Glenview Trust Company,
Custodian, FBO: George E.
Stablein, IRA# 413 11,112 11,112 - -

Glenview Trust Company, Trustee,
Ethel Bayless Irrevocable Trust
FBO: Stewart Family #474 4,960 4,960 - -

Glenview Trust Company, Trustee,
J. Lyle Bayless, Jr. Trust u/w B
Trust FBO: Virginia Lyons Stewart
#513 12,428 12,428 - -

S-25

Glenview Trust Company, Trustee,
Mary Hillerich Tabler Revocable
Trust #099 3,770 3,770 - -

Glenview Trust Company, Agent,
Ellen Tate Residuary Trust Under
Will #483 14,816 14,816 - -

Glenview Trust Company, Agent,
Peter Tate Trust Under Agreement
dated 12/30/88 #485 9,915 9,915 - -

Glenview Trust Company, Agent, W.
Kent Taylor, IMA# 788 7,288 7,288 - -

Glenview Trust Company, Agent,
Matthew A. Thorton IMA #438 2,513 2,513 - -

Glenview Trust Company, Trustee,
Archibald Cochran Trust U/W FBO:
Polly C. Tyler #208 2,513 2,513 - -

Glenview Trust Company, Trustee,
Vincenzos Inc. Pension & Profit
Sharing Trust #362 7,408 7,408 - -

Glenview Trust Company, Agent,
Peter L. Walton, Executive of
Estate of E.S. Walton a/c #1026 2,513 2,513 - -

Glenview Trust Company, Agent,
Peter L. Walton IMA #363 1,256 1,256 - -

Glenview Trust Company, Agent,
Peter L. Walton, IRA# 369 5,020 5,020 - -

Glenview Trust Company,
Custodian, FBO: Leonard J.
Weiner, IRA# 365 5,026 5,026 - -

Glenview Trust Company, Cust.,
Patrick Welsh, IRA# 256 2,510 2,510 -

Glenview Trust Company, Agent,
Sheila D. Welsh IMA #281 6,091 6,091 - -

Glenview Trust Company,
Custodian, FBO: Steven D. Wilson,
IRA# 228 1,253 1,253 - -

Glenview Trust Company,
Custodian, FBO: Janice W. Yusk,
IRA# 442 4,894 4,894 - -

Carole Ann Gunn, 11,164 5,014 6,150 *

Richard B. Gushee Revocable
Trust, u/a dated 9/21/94 Richard
B. Gushee, Trustee 14,209 1,193 13,016 *

Martha Rogers Haas 1996 Revocable
Trust, Martha Rogers Haas,
Trustee 31,201 31,201 - -

First Clearing LLC, Custodian,
FBO: Harry G. Hager IRA #:
4226-9281 4,894 4,894 - -

S-26

Michael Hahle &, Donna Hahle 10,304 10,304 - -

John Halbreich 23,901 4,901 19,000 *

Vanguard Fiduciary Trust Co.,
Custodian, FBO: Edwin Hallberg
Jr. IRA#: 45V-101676 33,075 10,818 22,257 *

James Hamilton &, Siri Kristina
Hamilton 6,989 3,961 3,028 *

Munroe H. Hamilton Trust, John M.
Hamilton, Trustee 2,513 2,513 - -

Ann R. Hanlon 24,528 5,014 19,514 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Wayne R.
Hannah, IRA#: 1627833 28,565 5,804 22,761 *

Judith F. Harayda, 3,104 2,704 400 *

Estate of Britton Harris, Ruth B.
Harris, Executrix 5,415 5,415 - -

Jared Harris &, Wendy Martin 14,816 14,816 - -

Ruth B. Harris 16,480 10,831 5,649 *

Virginia W. Harrity Trust,
Virginia W. Harrity, Trustee 5,026 5,026 - -

Draper & Company c/f, W. F.
Harrity, Jr. IRA Rollover Acct.
#900640301 2,387 2,387 - -

William F. Harrity, Jr. Trust,
William F. Harrity, Jr., Trustee 11,938 11,938 - -

Joan G. Hartman 2,734 1,193 1,541 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Gregory
M. Harvey, IRA#: 1793591 15,095 4,901 10,194 *

Laura M. Hastings 7,855 2,902 4,953 *

Michael W. Hatch 5,290 5,290 - -

Hayden Family Limited
Partnership, Hayden Family LP GP,
Inc., Gen. Partner H.B. Hayden,
Jr., President 14,348 2,507 11,841 *

H.B. Hayden Jr. Revocable Trust,
dated 6/24/98 Henry B. Hayden,
Jr. Trustee 55,587 2,387 53,200 *

Chason William Hayes, Jr.
Revocable Trust, Chason William
Hayes, Jr., Trustee 34,802 9,802 25,000 *

S-27

Nancy F. Hayes 1,253 1,253 - -

Stephen W. Hayes 1,193 1,193 - -

M&T Bank, Custodian for the, Gaye
G. Haynes Revocable Trust WD
Haynes, GG Haynes & JT Beaty, Tt 9,248 9,248 - -

Walter D. Haynes 3,898 3,898 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Walter D.
Haynes, IRA# 1801222 5,349 5,349 - -

W. Cobb Hazelrig 6,175 4,775 1,400 *

The Frederic A. Heim 1986 Trust,
Frederic A. Heim, Trustee 146,860 9,551 137,309 *

Richard A. Heise Sr. Living Trust
dtd 9/29/99 &, Restated 1/18/03 &
any amend. thereto Richard A.
Heise, Trustee 100,116 10,041 90,075 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Barbara
Henderson, IRA#: 1333875 8,035 2,507 5,528 *

Ralf W. Hennig 11,181 5,014 6,167 *

Joel F. Henning 4,901 4,901 - -

The Richard & Ethel Herzfeld
Foundation, Inc., F. William
Haberman, President 14,326 14,326 - -

John J. Hessian 2,387 2,387 - -

John A.C. Hetherington & E. Mavis
Hetherington 94,155 2,387 91,768 *

John H. Hicks &, Virginia S.
Hicks 31,480 5,014 26,466 *

Catherine A. Higgins 31,252 9,551 21,701 *

UBS Financial Services,
Custodian, FBO: Catherine A.
Higgins, IRA#: HG-A2031-31 55,476 10,818 44,658 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Ralph
Hirschhorn IRA#1827290 5,804 5,804 - -

Merideth Hmura &, David Hmura 2,510 2,510 - -

S-28

Thomas R. Hoag & Susanne E. Hoag
Revocable Trust, Thomas R. &
Susanne E. Hoag, Trustees 4,894 4,894 - -

Hochberg Holdings Limited
Partnership, Hochberg Holdings
II, LLC, GP Joel Hochberg, Manager 15,042 15,042 - -

Barbara G. Hochhauser 2,387 2,387 - -

Alan I. Hochman Revocable Living
Trust, Alan I. Hochman, Trustee 30,417 15,331 15,086 *

Daniel J. Hochman 2,387 2,387 - -

Linda E. Hoffman (3) 1,253 1,253 - -

Grace E. Hokin Trust dtd
10/15/85, Grace E. Hokin, Trustee 4,775 4,775 - -

Holland & Knight Defined Benefit
Pension Plan, Robert J. Friedman,
Trustee 30,776 11,938 18,838 *

Deborah C. Holland 1,193 1,193 - -

Florence S. Holzman 5,026 5,026 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: L. Lee
Horschman, IRA # 1608201 5,331 2,507 2,824 *

Horwitz Family Limited
Partnership, Premium Management,
LLC, General Partner Melton J.
Horwitz, Operating Manage 6,812 2,447 4,365 *

Donald S. Howard 45,025 4,775 40,250 *

Glen S. Howard Revocable Trust,
Glen S. Howard, Trustee 68,326 4,901 63,425 *

Lauren R. Howard Revocable Trust,
Lauren R. Howard, Trustee 64,719 5,409 59,310 *

John B. Huffaker & Judith
H.Huffaker 2,387 2,387 - -

Hume Family Investment LLC,
Edward A. Landry, Manager 240,937 5,014 235,923 *

George Lee Humphrey &, Diana Y.
Humphrey 28,649 4,894 23,755 *

Nancy L. Hurwitz 2,507 2,507 - -

S-29

Susan Hurwitz Revocable Trust,
Susan Hurwitz, Trustee 2,507 2,507 - -

Huse Family Trust, Wilfred M.
Huse & Margaret R. Huse,
Co-Trustees 5,804 5,804 - -

Wilfred M. Huse, M.D. 9,816 2,387 7,429 *

Wilfred M. Huse, M.D. & Margaret
R. Huse 44,203 11,109 33,094 *

Leland S. Huttner & Marilyn S.
Huttner 41,279 9,676 31,603 *

Richard M. Ihrig 3,900 2,387 1,513 *

Inasmuch Foundation, William J.
Ross, President 22,189 22,189 - -

Michael Inkman 3,704 3,704 - -

David L. Isackson 1,293 1,193 100 *

Dennis M. Jackson 9,170 2,387 6,783 *

Diane Z. Jacobson Revocable
Trust, Diane Z. Jacobson, Trustee 62,094 12,698 49,396 *

Fruman Jacobson &, Marian S.
Jacobson 12,164 2,902 9,262 *

Union Bank of California, Trustee
for, Sonberk Profit Sharing Plan
FBO Fruman Jacobson 11,649 2,387 9,262 *

Louise T. Jacobson Trust, Louise
T. Jacobson, Trustee 5,014 5,014 - -

First Clearing Corporation,
Custodian, Elizabeth P. Jamieson
IRA#: 4563-1391 1,193 1,193 - -

Warren T. Jamieson 3,928 2,387 1,541 *

Louise T. Jantzen 1,193 1,193 - -

Ronald D. Jarvis 7,163 7,163 - -

Herbert N. Jasper & Renee B.
Jasper 45,725 2,447 43,278 *

Renee B. Jasper 1,451 1,451 - -

Jebco, Inc., Stuart Bell,
Treasurer 4,775 4,775 - -

Joseph J. Jerkovich & Janet C.
Jerkovich 2,387 2,387 - -

S-30

Joseph Jerkovich 1,451 1,451 - -

JINVEST TRUST, J.E. Chappell,
Trustee 32,387 2,387 30,000 *

Isabella Speakman Johnson, 2,387 2,387 - -

Dorsey & Whitney Trust Company,
LLC, Custodian, FBO: Larry W.
Johnson 18,811 3,704 15,107 *

Piper Jaffray as Custodian, FBO:
Peder J. Johnson IRA#6926-7026 5,722 1,193 4,529 *

Robert C. Johnson & Gloria M.
Johnson 14,552 5,290 9,262 *

Robert W. Johnson 5,596 2,513 3,083 *

Steven J. Johnson & Susan J.
Iverson 7,814 1,256 6,558 *

Robert J. Jones 4,372 1,253 3,119 *

Wedbush Morgan Securities, FBO:
Gary S. Judd IRA Contributory #:
4637-1183 19,190 5,014 14,176 *

Michael F. Ciferri 5,014 5,014 - -

The Private Bank & Trust Co., as
Trustee, of the Charles N. Egan
1968 Trust FBO: Richard Egan 12,567 12,567 - -

Richard D. & Anne W. Egan Living
Trust, Richard D. & Anne W. Egan,
Trustees 10,053 10,053 - -

Julie J. Eiselt 5,924 2,513 3,411 *

Evason Investments, LLC, Kenneth
L. Evason, President 2,513 2,513 - -

RWB Investments, LLC, Richard M.
Gillette & Norma J. Vinger,
Members 25,134 25,134 - -

Ronald D. Whitt 12,567 12,567 - -

Alan S. Kaden 64,163 7,163 57,000 *

Joseph J. Kalbac, MD, PA
Qualified, Deferred Compensation
Trust Charles P. Sacher, Trustee 201,746 17,473 184,273 *

Edward L. Kalin Revocable Trust,
Edward Kalin, Trustee 5,014 5,014 - -

S-31

John A. Kantor & Cynthia D.
Kantor 5,014 5,014 - -

Daniel D. Kaplan & Pamela B.
Kaplan 17,014 5,014 12,000 *

James I. Kaplan 23,387 2,387 21,000 *

Joan Kasner 2001 Revocable Trust,
Joan F. Kasner, Trustee 37,268 10,436 26,832 *

Alvin D. Katz 2,387 2,387 - -

KD Partnership, FBO: Richard C &
Catherine M Schmoker Attn:
Richard C. Schmoker, Partner 9,789 9,789 - -

Frank J. Kearny, III 4,775 4,775 - -

Charles E. Kelley & Mary K.
Kelley 2,507 2,507 - -

Timothy J. Kelley & Carol L.
Kelley 2,387 2,387 - -

Marshall & Ilsley Trust Co.,
N.A., as Trustee for t, Latham &
Watkins Thrift & PS Ret. Plan
FBO: William C. Kelly, Jr.,
#95K068 58,709 2,902 55,807 *

Carter S. Kennedy 49,485 4,894 44,591 *

Susan A. Kennedy Revocable Living
Trust, Susan A. Kennedy, Grantor
& Trustee 21,489 21,489 - -

Susan L. Kennedy 2,507 2,507 - -

William R. Kennedy, III Revocable
Living Trust, William R. Kennedy,
III, Grantor & Trustee 2,387 2,387 - -

Glenn R. Kessel, 28,532 1,193 27,339 *

Piper Jaffray, Custodian, FBO:
Glenn R. Kessel S.E.P. IRA#: 3710
8326 59,778 4,960 54,818 *

Edythe K. Jamieson 2,387 2,387 - -

UBS Financial Services, Inc.,
Custodian, FBO: George Kidder,
IRA# JJ-713651 2,507 2,507 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Calvin B.
Kirchick IRA#: 1542851 1,193 1,193 - -

John E. Kirkpatrick 116,095 12,698 103,397 *

S-32

Judith Z. Kishner Revocable
Trust, Judith Z. Kishner, Trustee 2,513 2,513 - -

Kittery Ophthalmic Consultants,
Profit Sharing Plan and Trust
FBO: Marc Richman, Trustee 67,542 10,053 57,489 *

Kittery Ophthalmic Consultants,
Fred W. Armbruster & Stewart J.
Turner Partners 26,139 3,707 22,432 *

Wetherington, Klein & Hubbart,
PA, Qualified Deferred
Compensation Trust FBO: Herbert
M. Klein 9,397 1,253 8,144 *

Betty B. Klinedinst, 15,718 9,551 6,167 *

US Bank, NA, Custodian, FBO:
Thomas J. Klinedinst, Jr. IRA#
06-5640 9,551 9,551 - -

Mary L. Koelle 5,804 5,804 - -

Margaret E. Koerner 8,461 2,513 5,948 *

David H. Kornbluth, DMD 18,171 2,387 15,784 *

Joan S. Kornbluth 19,873 2,387 17,486 *

Spindler Krause, Jr. Revocable
Trust, Spindler Krause, Jr.,
Trustee 44,129 4,775 39,354 *

Todd M. Kreig & Elizabeth G.
Kreig 5,804 5,804 - -

Kriegel Limited Partnership,
Gerald W. Kriegel, General
Partner 1,193 1,193 - -

Gerald William Kriegel 1,193 1,193 - -

A. G. Kris Family Trust, Alan R.
& Gloria B. Kris, Trustees 4,901 4,901 - -

City National Bank, Trustee, of
the Arnold & Porter PSP FBO:
Werner Kronstein #17021473s40 74,897 1,451 73,446 *

The Krowech Trust of 1982,
Leonard M. & Selma A. Krowech,
Trustees 49,234 2,513 46,721 *

Kenneth J. Krupsky & Amy E.
Krupsky 27,485 2,387 25,098 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Amanda
Kuipers, IRA # 1626270 2,902 2,902 - -

Amanda H. Kuipers 12,285 2,507 9,778 *

S-33

Cyd de Largde Kuipers 4,775 4,775 - -

Dawn Kuipers 26,387 2,387 24,000 *

John K. Kuipers 18,379 4,775 13,604 *

William E. Kuipers III 54,192 8,192 46,000 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: William
E. Kuipers, III, IRA# 1828545 54,706 8,706 46,000 *

R & K Associates Profit Sharing
Plan, FBO: Robert Kurtz, Trustee 15,068 15,068 - -

Robert D. Lane, Jr., Esquire, 1,193 1,193 - -

Edie Laquer 1999 Revocable Trust,
Edie Laquer, Trustee 35,199 35,199 - -

Alan H. Lareau 1,193 1,193 - -

Nancy B. Lazard 4,350 1,451 2,899 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Nancy B.
Lazard, IRA# 1810786 1,193 1,193 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Richard
R. Lazard, IRA# 1709733 26,340 10,580 15,760 *

Richard R. Lazard, 15,225 5,547 9,678 *

LBM Enterprises LLC, Attn: Leigh
B. Middleditch, Jr. 2,450 2,450 - -

Ken Leiman 1,193 1,193 - -

Don G. Lents Revocable Trust, Don
G. Lents, Trustee 25,291 5,020 20,271 *

Helen L. Leslie Revocable Trust,
Helen L. Leslie Trustee 1,253 1,253 - -

Jill C. Lesser, 2,902 2,902 - -

Herbert T. Levin, 2,387 2,387 - -

Bear Stearns Securities Corp.,
Custodian, FBO: Marla J. Levin,
IRA# 168-28505 5,026 5,026 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Mitchell
J. Levine, IRA #1813375 1,193 1,193 - -

Mitchell J. Levine, M.D. 39,256 1,256 38,000 *

S-34

Clifford M. Levy &, Nalda A. Levy 1,451 1,451 - -

Gail Levy 2,794 1,253 1,541 *

Stephan R. Levy 1,451 1,451 - -

Jacqueline Lewin 2,387 2,387 - -

David B. Lewis Trust, David B.
Lewis Trustee 4,775 4,775 - -

National Investor Service Corp,
Custodian, FBO: James A. Lewis
IRA# 539-98853 4,775 4,775 - -

George F. Lieser 12,257 2,507 9,750 *

Ronna Lindner, 1,193 1,193 - -

Lindsey Family Limited
Partnership, Vincent J. Naimoli,
Managing G.P. 9,551 9,551 - -

Donald A. Littlefield 2,387 2,387 - -

Sherwin Littman & Alice Littman 4,220 2,707 1,513 *

Leonard L. Litvak & Sylvia Litvak 5,290 5,290 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Lawrence
Locascio, Jr. IRA#:920998 1,193 1,193 - -

Daniel E. Loeb 2,387 2,387 - -

Adam R. Loew & Terri L. Loew
Revocable 2003 Trus, Adam R. &
Terri L. Loew, Trustees 2,387 2,387 - -

David N. Loew & Frances G. Loew,
Revocable 1991 Trust David N.
Loew, Trustee 39,223 13,332 25,891 *

David N. Loew Trustee u/w, David
L. Loew Trust 99,168 34,103 65,065 *

David Nathan Loew, Trustee of,
Trust A of the Ethel S. Loew
Living Trust dated 1/25/89 82,758 5,014 77,744 *

Peggy Stollmack Inter Vivos
Trust, u/i dated 10/30/85 Peggy
Loew, David Loew & 37,092 5,032 32,060 *

Stephen Loew 2,546 1,193 1,353 *

S-35

Henry J. Loos 17,029 5,026 12,003 *

Stephen B. Loring 38,643 5,014 33,629 *

Nancy W. Lowrey 5,014 5,014 - -

Lunsford Capital, LLC, W. Bruce
Lunsford, President 51,567 14,816 36,751 *

Luzerne Products, Inc., Stuart M.
Bell, President 5,014 5,014 - -

Thomas P. Lynch, 5,998 1,256 4,742 *

McGillicuddy Investments LP III,
Dennis J. McGillicuddy, Jr., G.P. (4) 3,427,570 157,593 3,269,977 4.6%

Dennis J. McGillicuddy, Jr. &,
Elisabeth A. McGillicuddy (4) 9,551 9,551 - -

Edward E. Mack III 44,041 10,041 34,000 *

David M. Maklan 34,583 4,894 29,689 *

Cardiothoracic Surgical Associates,
PA PSP, FBO:
Christopher T. Maloney 63,606 15,606 48,000 *

Estate of J. William Manning 9,802 9,802 - -

Pershing LLC, Custodian, FBO: G.
Tyson Maroon, IRA# 14V-816022 5,026 5,026 - -

Alexander C. Marrack Rev. Liv.
Tr., Alexander C. Marrack,
Trustee 5,683 2,450 3,233 *

James E. Marsh 16,624 9,802 6,822 *

Michael Marsh 17,140 4,901 12,239 *

Saul A. Marsh & Susan Marsh 21,031 21,031 - -

U.S. Bank, Trustee, of the Dorsey &
Whitney Master Trust FBO:
Phillip H. Martin, IRA#: 3115 13,013 1,253 11,760 *

Cornelius J. McCarthy 43,089 10,831 32,258 *

Jeremiah P. McDonald & Louise A.
McDonald 39,950 2,387 37,563 *

Patricia K. McDowell 18,287 2,387 15,900 *

Terry A. McIlroy 2,513 2,513 - -

S-36

Mark J. McInerney 5,804 5,804 - -

Kevin J. McIntyre 2,450 2,450 - -

Ellsworth McKee 4,775 4,775 - -

Russell E. McKee, Jr. 41,449 4,775 36,674 *

John Michael McLaughlin Trust,
John Michael McLaughlin, Trustee 84,809 5,014 79,795 *

Terrence D. McMahon Revocable
Trust &, Daniel W. Bednarz
Revocable Trust (TIC) Attn:
Terrence D. McMahon, Trustee 25,447 5,026 20,421 *

Robert W. Mead Revocable Living
Trust, Robert W. Mead, Trustee 2,513 2,513 - -

Richard L. Measelle 21,014 5,014 16,000 *

Sandra Melnick 4,775 4,775 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Byron
Menides Regular IRA G&T/Plan
Number 0001808935 8,989 2,645 6,344 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Laura
Menides IRA #1808933 1,193 1,193 - -

Amy Jo Deren-Milgrim 1,451 1,451 - -

Stephen L. Miller 1,256 1,256 - -

Richard P. Milligan, Trustee, of
the Marital Trust FBO: Richard P.
Milligan 5,775 4,775 1,000 *

David J. Millstone &, Dvora S.
Millstone 11,006 1,451 9,555 *

Michelle A. Millstone-Shroff 2,751 1,451 1,300 *

Albert J. Miniaci Revocable
Trust, Albert J. Miniaci, Trustee 10,014 5,014 5,000 *

Beatriz Miniaci Revocable Trust,
Beatriz A. Miniaci, Trustee 10,014 5,014 5,000 *

Dominick F. Miniaci Trust,
Dominick F. Miniaci, Trustee 5,014 5,014 - -

Rose Miniaci Revocable Trust,
Rose Miniaci, Trustee 11,028 10,028 1,000 *

S-37

MMP Investments, Philip Stahl &
Milford Pepper General Partners 1,256 1,256 - -

John F. Moffitt &, Eugenie M.
Moffitt 5,026 5,026 - -

Monaco Investment Partners, L.P.,
Donald P. Monaco, Managing Gen.
Partner 303,251 4,775 298,476 *

Donald P. Monaco Insurance Trust,
Donald P. Monaco, Trustee 63,345 10,053 53,292 *

M&T Bank, Custodian, Montgomery
Botanical Center, Inc. Walter D.
Haynes, President 7,797 7,797 - -

Theodore R. Montuori Inter Vivos,
Declaration of Trust dtd 11/6/96
Theodore R. Montuori, Trustee 48,576 9,551 39,025 *

Ellen K. Moore Revocable Trust
dtd 1/18/00, Ellen K. Moore,
Trustee 23,552 1,193 22,359 *

Graham Y. Moore, III Revocable
Trust dtd 1/18/00, Graham Y .
Moore, III Trustee 5,900 1,256 4,644 *

Thomas W. Moore 5,014 5,014 - -

Douglas J. Moran Trust, Douglas
J. & Marcia H. Moran, Co-Trustees 38,583 2,387 36,196 *

Doris A. Morgenstern Rev Fam Tr
of '85, & Paul Morgenstern Rev
Fam Tr of '85 TIC Doris A. & Paul
Morgenstern Trustees 113,603 16,537 97,066 *

Jane Morrell 24,337 14,948 9,389 *

Nancy K. Morrell 4,894 4,894 - -

Richard A. Morris Business Trust,
Richard A. Morris, Trustee 10,041 10,041 - -

Robert J. Morris, 4,775 4,775 - -

Robert J. Morris Revocable Trust
u/a/d 2/16/83, Robert J. Morris,
Trustee 9,802 9,802 - -

David H. Morse, Esq. 157,835 12,698 145,137 *

Donald Mothner & Cynthia Mothner 21,450 3,760 17,690 *

S-38

Lillian Mothner Trust, Lillian
Mothner, Trustee c/o Donald
Mothner 42,330 4,775 37,555 *

George P. Mueller, 17,746 6,669 11,077 *

UBS Financial Services,
Custodian, FBO: Andrea
Muscarello, IRA#: HG66988-31 31,602 5,014 26,588 *

Merrill Lynch, Custodian, FBO:
Kenneth Musen, IRA #: WMNR07241 7,677 7,677 - -

Charles Schwab, Inc., Cust., FBO
Kenneth R. Myers IRA
R/O#2246-6119 5,909 2,507 3,402 *

Michael Nachwalter &, Irene
Nachwalter 61,354 9,789 51,565 *

Dorothy B. Nagy Marital Trust,
Dorothy B. Nagy, Trustee 57,746 9,789 47,957 *

Irma P. Nash Trust dated
12/30/85, Irma P. Nash & Thomas
E. Swaney, Co-Trustee 17,956 2,387 15,569 *

NEK Investco, Inc., Neil E.
Kelley, President Genesis Park LP 59,701 14,948 44,753 *

Leonard M. Nelson 29,538 3,898 25,640 *

Merle R. Nelson, 13,454 6,412 7,042 *

Joseph R. Nemeth Living Trust u/a
dtd 12/06/72, Joseph R. Nemeth,
Trustee 108,080 7,288 100,792 *

Claudia C. Newman 4,775 4,775 - -

Jennifer E. Newton 56,530 2,387 54,143 *

Stuart M. Neye & Ellen R. Neye 3,276 1,193 2,083 *

Andrew L. Nichols 97,570 5,290 92,280 *

Bernard A. Nigro, Jr. & Stacey L.
Sovereign 10,485 7,402 3,083 *

Nolan Properties, Inc., Attn:
John G. Nolan, Vice President 75,780 20,621 55,159 *

Lois E. Nonneman 27,301 14,816 12,485 *

Longhorn Partners, Attn: John
Norcross 9,551 9,551 - -

Miami Partners, John Norcross,
General Partner 14,326 14,326 - -

S-39

Nathalie J. Nordstrand 2,293 1,193 1,100 *

Robert I. Nordstrand 3,293 1,193 2,100 *

Karen C. Norris Living Trust,
Karen C. Norris, Trustee 254,665 2,387 252,278 *

William B. Oberlink 22,516 9,789 12,727 *

Duncan M. O'Brien 9,409 5,409 4,000 *

Irene Oddi Trust u/a dtd 9/12/97,
Irene & Raymond Oddi, Co-Trustees 33,866 7,414 26,452 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Raymond
D. Oddi, IRA #1810951 2,387 2,387 - -

David Olander 14,704 3,704 11,000 *

D. Dudley Oldham &, Judy W.
Oldham 2,450 2,450 - -

UBS Financial Services,
Custodian, FBO: Bryan M. Ollila,
IRA#: PE82468-16 1,253 1,253 - -

UBS Financial Services,
Custodian, FBO: Darla E. Ollila,
IRA #: PE12767-16 1,193 1,193 - -

Philip E. Orbanes 84,901 4,901 80,000 *

Willa Oren Revocable Trust, Willa
Oren & Martin Oren, Trustee 5,290 5,290 - -

Marilyn A. Ortmann & William D.
Ortmann 4,901 4,901 - -

Harold L. Osher, MD, 576,059 28,574 547,485 *

Judith A. Osher, Psy.D. 27,016 6,095 20,921 *

Peggy L. Osher 239,144 11,642 227,502 *

Stephen Paluszek 320,234 41,242 278,992 *

Stephen H. Paneyko 177,028 10,028 167,000 *

Marshall & Ilsley Trust Co.,
N.A., Trustee for the, Latham &
Watkins Thrift & PS Ret. Plan
FBO: Thomas Patten, #95K068IA4 26,011 6,283 19,728 *

S-40

Michael D. Paulik & Michelle R.
Paulik 5,014 5,014 - -

Paulik Revocable Trust, Michael
M. Paulik, Trustee or Diane H.
Paulik, Trustee 37,735 18,735 19,000 *

Marla J. Paxson 7,163 7,163 - -

Daniel S. Pearson Credit Shelter
Trust, Fredericka G. Smith,
Trustee 2,513 2,513 - -

Fred H. Pearson Trust, Fred H.
Pearson, Trustee 59,264 7,282 51,982 *

Laura Pearson 12,064 12,064 - -

Alison Peck 4,775 4,775 - -

Andrew Pells 26,057 26,057 - -

Deidre O'Brien Pepi 64,430 9,802 54,628 *

Richard G. Pepin, Jr. & Suzanne
J. Pepin 21,850 4,775 17,075 *

Joanne T. Pepper Exemption Trust,
Joanne T. Pepper, Trustee 1,193 1,193 - -

Melvin Perelman &, Joan B.
Perelman 19,944 2,902 17,042 *

Melvin Perelman 22,056 5,014 17,042 *

Leon H. Perlin & Phyllis F.
Perlin 17,789 4,901 12,888 *

Steven P. Perlman, DDS &, Harriet
Perlman 6,715 2,510 4,205 *

George C. Perreault Living Trust,
George C. Perreault, Trustee 152,474 19,604 132,870 *

Thomas L. Pfister 2,387 2,387 - -

Marshall & Ilsely Trust Co.,
N.A., Trustee for, Thrift & PS
Ret Plan of Latham & Watkins FBO:
Thomas L. Pfister, #95K068IH9 9,458 1,451 8,007 *

Phase Holdings Incorporated,
Bernard L. Langeluttig, President 4,775 4,775 - -

Larry B. Phillips III 50,100 9,789 40,311 *

Dean P. Phypers 15,845 15,845 - -

Jonathan W. Phypers 4,775 4,775 - -

S-41

Revocable Living Trust of Wesley
C. Pickard, Wesley Pickard &
Jeanette Studley, Trustee' 23,139 3,898 19,241 *

PKH Investment Co., Inc., Philip
K. Harvey, President 19,122 15,355 3,767 *

Richard W. Pogue Declaration of
Trust dtd 11/18/, Richard W.
Pogue, Trustee c/o Jones Day 118,948 9,789 109,159 *

Charlotte Hope Poindexter 2,902 2,902 - -

John S. Poindexter, III, MD 192,698 12,698 180,000 *

Elliot E. Polebaum 16,386 2,387 13,999 *

RBC Dain Rauscher, Custodian,
FBO: David M. Pollock IRA#
1101-6541-1600 10,942 4,775 6,167 *

Helene Pollock 4,775 4,775 - -

Edward J. Porento, Jr. & Margo E.
Porento 1,256 1,256 - -

Thomas J. Prosse 4,775 4,775 - -

Kenneth R. Purdy &, Rona R. Purdy 5,014 5,014 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: James F.
Quirk, IRA#: 1381511 29,401 5,152 24,249 *

Quonny Ventures Limited
Partnership, QV Mangement LLC,
General Partner Ronald D. Jarvis,
Manager 98,702 4,775 93,927 *

National City Bank, Trustee,
Calfee, Halter & Griswold LLP
PST&P FBO: Robert N. Rapp
#01647583KK8 2,387 2,387 - -

Norbert J. Rappl, 4,284 1,256 3,028 *

Rawson Family Limited
Partnership, Edward Rawson, Pres.
of Rawson Family Enterprises,
Inc, General Partner 35,786 13,093 22,693 *

Gareth L. Reed 2,387 2,387 - -

The Reinhart Foundation, Myron H.
Reinhart, President Attn: Karen
Hand 26,425 26,425 - -

S-42

Beatrice Renfield Foundation,
Attn: Martin Milston, Treasurer 23,925 16,623 7,302 *

Emmet C. Richards Revocable
Trust, Emmet C. & Gail Z.
Richards, Trustees c/o Zarrow
Family Office, LLC 2,513 2,513 - -

Gail Z. Richards Revocable Trust,
Gail Z. & Emmet C. Richards,
Co-Trustees 2,902 2,902 - -

Thomas F. Richardson, Jr.
Revocable Trust, Thomas F.
Richardson, Jr. Trustee 5,014 5,014 - -

Marc W. Richman, M.D., 59,876 2,387 57,489 *

Douglas V. Rigler & Katherine C.
Rigler 9,565 9,565 - -

Jonathan Rinehart 4,775 4,775 - -

U.S. Bank, NA, Agent, Margot L.
Ritz 22,748 9,802 12,946 *

RMK Partnership, Jerome Makowsky,
Neil Ringel & Morris Kriger,
General Partners 5,026 5,026 - -

Lanse Robb 1,253 1,253 - -

Peter J. Robbins &, Beverley
Robbins 36,856 3,770 33,086 *

Genesee Valley Trust Company,
Trustee, FBO: Nathan J. Robfogel
IRA#: 14017512014 40,987 2,513 38,474 *

Edward A. Robinson, LLC, Edward
A. Robinson, Manager 29,863 10,041 19,822 *

Edward A. Robinson 61,635 4,775 56,860 *

Richard L. Robinson 27,631 5,014 22,617 *

Rockwell Fund, Inc., Attn: R.
Terry Bell, President 301,762 54,094 247,668 *

William W. Rooke 13,818 10,818 3,000 *

Alfred Rose Revocable Trust,
Alfred Rose, Trustee 25,222 13,219 12,003 *

Joe A. Rose & Rolynn M. Rose 32,775 4,775 28,000 *

H. David Rosenbloom 60,465 5,290 55,175 *

Edna Rosenthal & Samuel Rosenthal 2,863 1,451 1,412 *

S-43

Mark A. Ross 8,139 2,387 5,752 *

Eleni A. Rossides & Nikolas
Bezianis 1,193 1,193 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Eugene T.
Rossides, IRA#: 1638650 157,866 8,994 148,872 *

Eugene T. Rossides 168,837 6,029 162,808 *

Alfred F. Rotelle 2,507 2,507 - -

Faith A. Rotelle 2,507 2,507 - -

Charles J. Rothweiler 34,494 32,494 2,000 *

J. Robert Routt 21,188 7,527 13,661 *

Rubaiyat Trading Company, Ltd.,
John S. P. Samford, Managing G.P. 129,797 10,028 119,769 *

Arthur S. Rubin, MD &, Wendy S.
Rubin 2,513 2,513 - -

Oppenheimer & Co. Inc. Custodian,
FBO: Dr. Arthur Rubin, IRA#
A877702629 4,013 2,513 1,500 *

Peter J. Rubin 37,534 10,580 26,954 *

Peter J. Rubin & Donna L. Rubin 9,513 3,760 5,753 *

Wendy S. Rubin 2002 Revocable
Trust dtd 01/30/02, Wendy S. &
Arthur S. Rubin, Trustee 7,797 7,797 - -

Rutledge Limited Partnership,
James C. Rutledge Rev. Tr., GP 4,775 4,775 - -

JMB Family Limited Partnership,
Irrevocable Trust of 2003 Barry
Silverstein, Trustee (5) 472,856 22,308 450,548 *

MSTB FLP 2003 Irrevocable Trust,
Barry Silverstein, Trustee (5) 712,311 38,872 673,439 *

Silverstein FLP 2002 LTD,
Irrevocable Trust of 2003 Barry
Silverstein, Trustee (5) 75,299 4,155 71,144 *

Silverstein Investments LP II,
c/o S.B. Investment Management,
Inc., GP Steven Blechner,
President (5) 1,018,875 8,706 1,010,169 *

S-44

Silverstein Investments LP III,
c/o S.B. Investment Management,
Inc., GP Steven Blechner,
President (5) 4,547,730 457,150 4,090,580 5.8%

Trudy Silverstein Irrevocable
Trust of 2003, Randall Meeks,
Trustee (5) 34,740 4,155 30,585 *

Charles P Sacher PA Qualified,
Deferred Compensation Trust
Charles P Sacher Trustee 196,285 14,960 181,325 *

Sacher, Martini & Sacher, P.A.
Qualified, Defered Compensation
Trust FBO: Charles S. Sacher 2,902 2,902 - -

John M. Sacher, 6,944 2,387 4,557 *

Bear Stearns Security Corp.,
Custodian, FBO: John M. Sachs,
DDS IRA# 851-99642-080 22,526 5,026 17,500 *

George H. Sack, Jr. 55,802 20,057 35,745 *

Glenn H. Sacra 48,155 4,775 43,380 *

Miriam H. Sadler Revocable Trust,
Miriam H. Sadler, Trustee 2,387 2,387 - -

Samuel Sadler &, Miriam Sadler 159,534 5,026 154,508 *

Lee Salerno 2,902 2,902 - -

John S. P. Samford 44,150 10,028 34,122 *

Jesse F. Sanderson, Jr., MD. 98,505 10,818 87,687 *

Almira B. Sant Revocable
Indenture of Trust, Almira B.
Sant, Trustee 2,507 2,507 - -

J. Talbot Sant, Jr., 1,253 1,253 - -

John T. Sant Revocable Trust,
John T. Sant, Trustee 4,775 4,775 - -

Richard B. Sant 22,238 5,014 17,224 *

Edward H. Sarbey 7,534 7,534 - -

Heidi Jo Savage 4,775 4,775 - -

Nathan Schatz M.D. Associates
Pension Plan, Nathan Schatz,
M.D., Trustee 79,552 15,606 63,946 *

S-45

Donald Schauwecker 13,387 2,387 11,000 *

Vanguard Fiduciary Trust Co.,
Custodian, FBO: Fred Schlesinger,
IRA #48V-843230 5,290 5,290 - -

David S. Schoedinger, 34,928 2,507 32,421 *

Robert W. Baird & Co. Inc.
Trustee, FBO: Richard L. Schwaab
IRA #7522-2676 4,775 4,775 - -

Daniel C. Schwartz Revocable
Trust, Daniel C. Schwartz,Trustee 2,387 2,387 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Raymond
Schwartz, IRA# 1710029 2,387 2,387 - -

Robert C. Schwartz Flint Trust,
Cheryl A. Schwartz, Trustee 4,775 4,775 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: William
W. Schwarze, IRA# 1784022 5,470 2,387 3,083 *

Health Information Support
Services Retirement, Plan & Trust
FBO: Maria F. Sconzo Attn: Maria
Sconzo, Trustee 5,014 5,014 - -

Maria Sconzo Revocable Trust,
Maria Sconzo, Trustee 5,014 5,014 - -

Roy L. Sea, 1,256 1,256 - -

William W. Sedlazek &, Carol
Sedlazek 35,336 15,606 19,730 *

Pershing & Co., FBO: Martin E.
Segal / 5hl-183637 99,726 4,901 94,825 *

Allan H. Selig 65,738 23,009 42,729 *

Neil Sell Retirement Plan, FBO:
Neil I. Sell 5,593 2,510 3,083 *

Bertrand C. Sellier &, Robin K.
Sellier 5,013 2,513 2,500 *

Cynthia T. Semple 2,387 2,387 - -

Donald B. Shackelford 5,014 5,014 - -

Robert H. Shannon, M.D. 15,693 1,193 14,500 *

Jonathan B. Shaw 245,606 15,606 230,000 *

S-46

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Dennis
Shea, IRA#: 1090840 3,838 3,838 - -

Gloria Shea 2,645 2,645 - -

Michael M. Sheppard, 7,675 1,256 6,419 *

Litamae Sher 6,214 6,214 - -

Alan A. Sherburne 64,226 7,226 57,000 *

Everett A. Sheslow Trust, Everett
A. Sheslow, Trustee 15,582 2,387 13,195 *

Walter G. Shifrin Revocable
Trust, Walter G. Shifrin, Trustee 124,400 2,513 121,887 *

Thomas B. Siebens 10,053 10,053 - -

Frank P. Silkman 53,558 2,387 51,171 *

Jean O. Silkman 35,487 2,507 32,980 *

Edwin and Rina Silverstein,
Irrevocable Trust of 2003 c/o
Jason Silverstein, Trustee (5) 109,253 1,253 108,000 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Edwin
Silverstein, IRA# 1636981 (5) 110,704 2,704 108,000 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Rina
Silverstein, IRA# 1636962 (5) 110,704 2,704 108,000 *

Frederick J. Simon 35,617 11,609 24,008 *

Todd D. Simon 35,617 11,609 24,008 *

Robert S. Siskin Trust, Robert S.
Siskin, Trustee 51,352 2,387 48,965 *

Sarah Everhart Skeels, 2,513 2,513 - -

Thomas Brown Slaughter Revocable,
Trust dated 09/30/99 Thomas B.
Slaughter, Trustee 72,268 26,438 45,830 *

Edward D. Slevin 12,092 2,387 9,705 *

David H. Smith, 31,412 20,659 10,753 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Dwain B.
Smith, IRA# 1801094 8,462 7,402 1,060 *

S-47

Fredricka G. Smith Revocable
Living Trust, Fredricka G. Smith,
Trustee 2,387 2,387 - -

Dreyfus Service Corporation, FBO:
Fredricka Smith IRA Rollover
Acct. # 5DC-149561 2,387 2,387 - -

J. Chandler Smith, Jr. 21,297 5,610 15,687 *

Jeffrey B. Smith 315,594 15,594 300,000 *

Joel Smith & Janet Smith 192,621 20,621 172,000 *

Stephen R. Smith Family Trust,
Nancy A. Smith & Altavista Trust,
Trustees 21,246 1,256 19,990 *

Philip H. Snoberger Trust u/d/t
02/17/92, Philip H. Snoberger,
Settlor & Trustee 11,609 11,609 - -

Roger S. Snowdon 1,256 1,256 - -

Dr. Larry A. Snyder &, Rona S.
Snyder 12,319 2,507 9,812 *

Carol E. Sobel 7,698 2,510 5,188 *

Marital Trust u/w Milton Soref,
Wayne R. Lueders, Trustee 18,895 2,387 16,508 *

Laurence T. Sorkin, 38,810 6,606 32,204 *

Spiegel 2002 Revocable Trust,
Robert S & Sally M Spiegel,
Trustees 2,387 2,387 - -

Spiegel Family Investment Co.,
LLC, Robert S. Spiegel, Manager 4,775 4,775 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Robert L.
Spillman IRA #1812789 4,775 4,775 - -

Francis E. Spindler, Jr. 91,818 15,606 76,212 *

Kenneth S. Spirer 11,956 5,349 6,607 *

Ruth Springer 5,720 2,450 3,270 *

Clare H. Springs Revocable Trust,
Clare H. Springs, Trustee 4,775 4,775 - -

Philip Stahl 1,193 1,193 - -

James F. Stapleton &, Margaret M.
Stapleton 25,886 25,886 - -

S-48

Steinman Family Limited
Partnership, Theodore I.
Steinman, MD & Carol Z. Steinman,
General Partners 7,749 4,775 2,974 *

Richard A. Steinwurtzel &, Vicki
L. Steinwurtzel 49,775 4,775 45,000 *

Richard A. Steinwurtzel 47,387 2,387 45,000 *

Amy Stets 1,193 1,193 - -

Craig Stevens 34,387 2,387 32,000 *

Matthew Stevens 2,387 2,387 - -

Richard B. Stevens & Rita J.
Stevens 9,802 9,802 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Franz H.
Stewart, Jr., IRA# 1679326 82,704 12,704 70,000 *

William G. Stewart 79,097 7,408 71,689 *

Merrett R. Stierheim 14,511 14,511 - -

Don N. Stitt 18,418 1,253 17,165 *

Stofko Law Offices Profit Sharing
Plan, FBO: Dennis J. Stofko,
Esquire 11,507 2,507 9,000 *

Dennis J. Stofko & Linda S.
Stofko 7,507 2,507 5,000 *

Sara A. Strang Living Trust, Sara
A. Strang, Trustee 25,685 7,282 18,403 *

Laurence B. Straus Revocable
Trust, Laurence B. Straus,
Trustee 19,918 7,803 12,115 *

National City Bank, Trustee for
the Calfee,, Halter & Griswold
LLP Profit Sharing T&P FBO James
F Streicher, #647583RC9 2,447 2,447 - -

Robert E. Stroud 53,200 3,704 49,496 *

Emily W. Sunstein and Leon C.
Sunstein, Jr., Tte, of Revocable
Deed of Trust of Emily Sunstein,
dtd 1/1/1996, as am 122,852 29,130 93,722 *

Cordelia Speakman Sutch, c/o
Willard A. Speakman, III 2,387 2,387 - -

Stephen F. Sutter &, Melinda D.
Sutter 2,513 2,513 - -

S-49

Donald M. Swan, Jr. &, Donna M.
Swan 9,775 4,775 5,000 *

Mary S. Swan 1,193 1,193 - -

Susan M. Swan 1,193 1,193 - -

Glenn M. Swisher 7,414 7,414 - -

Sena Weller Rohs Williams, Agent,
AAA Miami Valley Investment
Management Agreement 5,026 5,026 - -

Sena Weller Rohs Williams, Agent,
Patricia H. Briggs, IMA 5,026 5,026 - -

Sena Weller Rohs Williams, Agent,
Ruth J & Robert A Conway
Foundation, Inc Robert & Ruth
Conway & Thomas Clark 19,604 19,604 - -

Sena Weller Rohs Williams, Agent,
Edward J. Donohoe Investment
Management Agreement 2,387 2,387 - -

Sena Weller Rohs Williams, Agent,
Julie J. Donohoe Investment
Management Agreement 4,901 4,901 - -

Sena Weller Rohs Williams,
Custodian, FBO: Chalk Fry DDS,
Inc. Employees' Profit Sharing
Plan & Trust 2,513 2,513 - -

Sena Weller Rohs Williams, Agent,
Phebe C. Hethcock, Investment
Management Agreement 5,026 5,026 - -

Sena Weller Rohs Williams, Agent,
Pauline Grier Knadler Trust
Agreement Pauline G. Knadler,
Trustee 5,026 5,026 - -

Sena Weller Rohs Williams, Agent,
Judith T. Lorman, IMA 14,829 14,829 - -

Sena Weller Rohs Williams, Agent,
Thomas A. Lorman, IMA 4,901 4,901 - -

Sena Weller Rohs Williams, Agent,
O'Dea & Associates, Inc Profit
Sharing Plan 2,513 2,513 - -

Robert A. Szczesny &, Gayle C.
Szczesny 26,221 5,409 20,812 *

Dudley S. Taft 22,363 10,028 12,335 *

Rebecca R. Taft 21,778 2,387 19,391 *

S-50

Stephen E. Tallent & Martha M.
Tallent 322,431 2,507 319,924 *

Delaware Charter Guarantee &
Trust Company, Trustee, FBO:
Stephen E. Tallent, IRA #:1635968 223,539 21,109 202,430 *

Joan C. Talpers 4,775 4,775 - -

Gail A. Tate & Carl F. Tate 60,210 2,507 57,703 *

U.S. Trust Company of North
Carolina, Custodian, FBO: Richard
E. Thigpen IRA#: 444-106875 2,513 2,513 - -

DeRoy C. Thomas, 81,540 28,299 53,241 *

William J. Tierney & Mary E.
Tierney 30,436 5,804 24,632 *

Robert J. Timmermann 10,041 10,041 - -

Robert J. Timmermann Revocable
Trust, Robert J. Timmerman,
Trustee 4,775 4,775 - -

Peter B. Tinkham & Sandra C.
Tinkham 13,514 5,014 8,500 *

Jason P. Toabe Revocable Trust,
Jason P. & Florence Toabe,
Trustees 14,841 14,841 - -

Hale and Dorr Capital Management,
Cust., FBO: J. Owen Todd IRA
R/O#: 232090130120 Philip Moree,
Custodian 31,902 2,902 29,000 *

Sargent Management Company,
Custodian, FBO: Richard C.
Townsend, IRA Rollover Attn:
Donald K. Morrison, Trustee 4,101 2,387 1,714 *

Trackside Revocable Trust, Carl
D. England, Trustee 11,542 1,193 10,349 *

Tredler Living Trust, Peggy
Tredler, Trustee 2,387 2,387 - -

Sheila Treschak & Ralph Treschak 34,910 15,858 19,052 *

Carolyn M. Tripodi 5,831 1,193 4,638 *

Daniel Tripodi & Sharon Tripodi 52,923 9,386 43,537 *

Vasiliki B. Tsaganos 28,174 2,387 25,787 *

S-51

Deanne J. Tucker 9,802 9,802 - -

Richard B. Tucker 14,577 14,577 - -

Sylvia Tucker Trust for Deanne
Tucker, u/a dtd 12/23/66 Richard
Tucker, Trustee 4,775 4,775 - -

David J. Turell, M.D. 2,960 1,253 1,707 *

Donna Turell By-pass Trust, David
J. Turell, M.D., Trustee 12,580 1,253 11,327 *

Roderick H. Turner, M.D. & Sandra
M. Turner 46,592 7,163 39,429 *

Leonard A. Turowski & Son Funeral
Homes, Inc., Employee Profit
Sharing Trust FBO: Leonard A.
Turowski, Trustee 1,193 1,193 - -

Tweedy Company LLC, Jeffrey
Tweedy, Managing Member c/o Eaton
& Van Winkle 5,415 5,415 - -

Mellon Bank, NA, as Trustee for
the TXU Retirement Plan Master
Trust Ref. No. TUCF 8748692 4,069,885 2,062,130 2,007,755 2.8%

Abraham L. Udovitch 5,014 5,014 - -

Giles C. Upshur, III 60,604 15,845 44,759 *

Andrea M. Van Cleve Revocable
Trust, Andrea M & Peter D Van
Cleve, Trustees 1,193 1,193 - -

William M. Van Cleve Trust,
Georgia D. Van Cleve, Successor
Trustee 10,322 1,193 9,129 *

William F. Van Domelen Trust,
William F. Van Domelen, Trustee 10,942 4,775 6,167 *

Peter Van Dyke 43,877 23,877 20,000 *

Andrew P. Varney & Jean B. Varney 15,689 2,387 13,302 *

Jose Luis Vazquez & Manuela Gil 74,373 7,521 66,852 *

George L. Vergara & Kathleen C.
Vergara 4,775 4,775 - -

Stanley Wagner & Renee G.
Rabinowitz 9,802 9,802 - -

W. Stanley Walch Revocable Trust dtd
12/31/93, W. Stanley Walch,
Trustee 72,203 2,507 69,696 *

Michael L Waldman & Linda Coe 2,387 2,387 - -

S-52

Philip S. Walker, Esq. 31,712 2,387 29,325 *

National City Bank, Trustee,
Calfee, Halter & Griswold LLP
PST&P FBO: Mark I. Wallach,
#01647583UK7 2,513 2,513 - -

Tom Warburton 2,645 2,645 - -

David B. Ware 23,184 5,014 18,170 *

G. Dudley Ware 62,858 5,014 57,844 *

Guilford D. Ware 125,537 19,592 105,945 *

Phyllis M. Warsaw Living Trust,
Phyllis M. Warsaw, Grantor 2,387 2,387 - -

Stanley W. Warsaw Living Trust,
Stanley W. Warsaw, Trustee 2,387 2,387 - -

Jeffrey S. Wasser, Diane Wasser 4,775 4,775 - -

Robert Starrett Waters Revocable
Trust, Robert Starrett Waters,
Trustee 50,275 3,704 46,571 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Dennis R.
Watts, IRA# 1816365 2,387 2,387 - -

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Mary E.
Watts, IRA# 1816366 1,193 1,193 - -

Frederick Wedell 60,975 14,816 46,159 *

Neil A. Weikart & Barbara A.
Weikart 2,961 1,256 1,705 *

Cathy Loew Weiner 17,652 2,507 15,145 *

Earl D. Weiner 58,517 9,796 48,721 *

Delaware Charter Guarantee &
Trust Co, Trustee, FBO: Paul
Weintraub, IRA# 1749168 4,230 1,256 2,974 *

Bernard Weisman & Marilyn Weisman 38,602 2,387 36,215 *

Richard L. Weiss 20,983 14,816 6,167 *

Susan S. Weiss 20,484 3,704 16,780 *

Joe Weissbrot & Riva Weissbrot 11,938 11,938 - -

S-53

W. Harrison Wellford 4,775 4,775 - -

Robert W. Werth 1,193 1,193 - -

William A. Werth & Robert A.
Werth 4,597 1,193 3,404 *

Jeanne M. Westcott 45,040 2,507 42,533 *

Karel Westerling 99,951 24,594 75,357 *

Wetherington, Klein & Hubbart,
P.A., Qualified Deferred
Compensation Trust FBO: Gerald T.
Wetherington 4,155 4,155 - -

Wells Fargo Bank, N.A., FBO:
Marcia Campbell Rev Trust Agency
94-1347393 1,885 1,885 - -

Wells Fargo Bank, N.A., Trustee,
FBO: Lloyd P. Johnson
Rev.Trust-Large CA Acct# 12822600 5,026 5,026 - -

Wells Fargo Bank, N.A., FBO: Paul
C. Johnson Trust Agency 1,885 1,885 - -

Wells Fargo Bank, N.A., FBO:
Russell Johnson Agency 94-1347393 1,885 1,885 - -

Wells Fargo Bank, N.A., FBO:
Kelley Family Rev Trust
94-1347393 94-1347393 1,885 1,885 - -

Wells Fargo Bank, N.A., Agent,
FBO: E Clark Porter Rev Trust -
IMA 4,775 4,775 - -

Wells Fargo Bank, N.A., Agent,
FBO: E. Clarke Porter Rev Tru 5,026 5,026 - -

Wells Fargo & Company Master
Pension Trust, Wells Fargo Bank
Minnesota N.A., Trustee 294,630 80,430 214,200 *

WHC America, Inc., Jeffrey
Tweedy, President c/o Eaton & Van
Winkle 10,831 10,831 - -

Phil B. Whitaker 113,864 5,014 108,850 *

Pendleton P. White 5,014 5,014 - -

Robert Hunt Whitten &, Laure
Whitten 1,193 1,193 - -

The H & CB Wiener Revocable
Trust, Dr. Harvey Wiener, Trustee 8,192 8,192 - -

Harvey Wiener Revocable Trust,
Harvey Wiener, Trustee 12,303 12,303 - -

S-54

David D. Wild 39,890 4,775 35,115 *

Judith E. Wilkerson Revocable
Trust as, Restated u/d/t dated
07/16/97 Judith E. Wilkerson,
Trustee 8,388 2,387 6,001 *

William D. Wilkerson Revocable
Trust as, Restated u/d/t dated
07/16/97 William D. Wilkerson,
Trustee 8,388 2,387 6,001 *

Alan M. Willemsen 101,484 4,775 96,709 *

Edward C. Williams III 1,193 1,193 - -

Herbert E. Williams & Robin E.
Williams 19,697 4,155 15,542 *

T. Evan Williams & Bonnie I.
Williams 22,929 10,818 12,111 *

Thomas E. Williams 2,902 2,902 - -

Thomas N. Willis & Rebecca H.
Willis 5,590 2,507 3,083 *

Gary D. Wilson 56,723 7,803 48,920 *

Withington Foundation, Inc.,
William W. Rooke, President 15,833 15,833 - -

Bernard T. Witkin &, Sharon E.
Witkin 1,256 1,256 - -

Wells Fargo Bank IRA c/f, Leonard
Wolpa (8810-6522) 5,026 5,026 - -

The W. Edward Wood Revocable
Trust, W. Edward Wood, Trustee 48,351 9,551 38,800 *

Christine M. Zampell Revocable
Trust, Christine M & James C
Zampell, Co-Trustee 5,026 5,026 - -

James C. Zampell Revocable Trust,
James & Christine Zampell,
Co-Trustees 5,026 5,026 - -

The Zarrow Families Foundation,
Henry Zarrow, President 5,415 5,415 - -

Zarrow Holding Company, Henry
Zarrow, Chairman 201,682 70,015 131,667 *

The Anne & Henry Zarrow
Foundation, Henry Zarrow,
President 10,831 10,831 - -

Jack C. Zarrow Revocable Trust,
Jack C. & Maxine F. Zarrow,
Trustees 10,831 10,831 - -

S-55

Maxine & Jack Zarrow Family
Foundation, Jack Zarrow, Trustee
& President 10,831 10,831 - -

Maxine F. Zarrow Revocable Trust,
Maxine F. & Jack C. Zarrow,
Co-Trustees 10,831 10,831 - -

Howard M. Zeppelin, 2,743 1,256 1,487 *

Marcia E. Zisselman, 5,804 5,804 - -

Glenview Trust Company, Agent,
Tricia Hafele IMA # 1059 7,407 7,407 - -

Glenview Trust Company, Agent,
Robert H Rueff & Mary Ann Rueff 5,020 5,020 - -

Glenview Trust Company, Agent,
Robert R. Scherer Trust u/a dt
Fund A # 754 3,769 3,769 - -

Glenview Trust Company, Agent,
William A Zapp IRA #1 T/U/A # 2,509 2,509 - -

Glenview Trust Company, Agent,
Billie F. Hoertz IMA #824 1,253 1,253 - -

Glenview Trust Company, Agent,
Larry L Crain Revocable Living
Trust dtd 5/31/20005 (#871) 1,253 1,253 - -

Glenview Trust Company, Agent,
Deborah L Dawson-Crain Revocable
Living Trust dtd 5/31/20005 1,253 1,253 - -

Philip von Mehren 1,193 1,193 - -

Ann Von Mehren 1,253 1,253 - -

Peter Von Mehren 1,451 1,451 - -

George Von Mehren 1,193 1,193 - -

Cheryl Ann Blanchette 1,193 1,193 - -

Joel Bresler 3,707 3,707 - -

Robert W. Deutsch & Florence K.
Deutsch 4,775 4,775 - -

Robert C. Direnzo 2,387 2,387 - -

Robert Godwin & Heather Godwin 5,026 5,026 - -

Corinne S. Graber 4,775 4,775 - -

S-56

William F. Kennedy M.D. 4,775 4,775 - -

John J. Meindl, Jr. &, Holli
Meindl 5,014 5,014 - -

David W. Pogue 4,775 4,775 - -

Wanda Rappaport & Irwin Rappaport 2,704 2,704 - -

R.L. Saum Consturction Company,
Retirement Plan - FBO: Robert L.
Saum Robert L. Saum, Trustee 11,938 11,938 - -

Melanie N. Steane 10,833 10,831 2 *

Raymond P. Sullivan Living,
Trust, Raymond P. & Margaret B.
Sullivan, Trustees 9,551 9,551 - -

Joanne LaBarbara 9,551 9,551 - -

Dorsey & Whitney Trust Company,
LLC, Custodian, FBO: Loren R.
Knott 1,193 1,193 - -

Abdelaziz Bennani Defined Benefit
Pension Plan, Abdelaziz Bennani,
Trustee 2,450 2,450 - -

Shutts & Bowen, LLP 401(k)
PSP(A), FBO Don A Lynn, Fidelity
Acct# 251043796 2,513 2,513 - -

D. Stevens McVoy &, Karen Sue
McVoy 23,877 23,877 - -

DC/IRA#1819056 FBO: Margaret
Huffaker 1,193 1,193 - -

All other holders or future
transferees, pledgees, donees or
successors of such holders (6) 119,503(7) 119,503 - -
------------------------------------------------------------------------------------------------------------------------

TOTAL SHARES 44,204,516 10,971,697 33,232,819

(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 supplement will
be held by the selling stockholders.

(2) Susan Gribbell is William W. Gribbell's spouse. Mr. Gribbell serves as one
of our Executive Vice Presidents.

S-57

(3) Linda E. Hoffman is Second Vice President - Wealth Management Financial
Advisor at Smith Barney and, as such, may be deemed to be an affiliate of
Citigroup Global Markets Inc., a registered broker-dealer. She has
informed us that (1) she purchased her shares in the ordinary course of
business, and (2) at the time the shares were purchased, she had no
agreements, plans or understandings, directly or indirectly, to distribute
the shares.

(4) Dennis J. McGillicuddy has been one of our directors since May 2002 and is
the Chairman of the Compensation Committee and a member of the Audit
Committee. Mr. McGuillicuddy is a limited partner of McGuillicuddy
Investments Limited Partnership III. Dennis J. McGillicuddy, Jr. is Mr.
McGillicuddy's son.

(5) Barry Silverstein has served as one of our directors since May 2002 and is
a member of the Compensation Committee and Audit Committee. Mr.
Silverstein is 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.

(6) Information about other selling stockholders will be set forth in
prospectus supplements, as required.

(7) Assumes that any other selling stockholders, or future transferees,
pledgees, donees, or successors of or from such selling stockholders, do
not beneficially own any shares of our common stock other than the shares
of our common stock to be offered under this prospectus supplement.

S-58

PLAN OF DISTRIBUTION

All of the shares of our common stock offered hereby may be 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 from a selling stockholder as a gift, pledge, partnership distribution
or other comparable transfer. The selling stockholders may sell shares of our
common stoc in any one or more of the following ways from time to time: (1)
through agents; (2) to or through underwriters; (3) through brokers or dealers;
(4) directly by the selling stockholders to purchasers, including through a
specific bidding, auction or other process; (5) by an over-the-counter
distribution; or (6) a combination of any of these methods of sale. The selling
stockholders and any dealers or agents participating in the distribution of our
shares of common stock may be deemed to be underwriters, and compensation
received by them on resale of our shares of common stock may be deemed to be
underwriting discounts and commissions. Additionally, because the selling
stockholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, the selling stockholders may be subject to the
prospectus delivery requirements of the Securities Act.

Linda E. Hoffman, has identified herself to us as an affiliate of
Citigroup Global Markets Inc., a registered broker-dealer. She has informed us
that (1) she purchased her shares in the ordinary course of business, and (2) at
the time the shares were purchased, she had no agreements, plans or
understandings, directly or indirectly, to distribute the shares.

If a dealer is utilized in the sale of the shares of our common stock in
respect of which this prospectus supplement is delivered, the selling
stockholders will sell shares of our common stock to the dealer, as principal.
The dealer may then resell such shares to the public at varying prices to be
determined by such dealer at the time of resale. Transactions through brokers or
dealers may include block trades in which brokers or dealers will attempt to
sell shares as agent but may position and resell as principal to facilitate the
transaction or in crosses, in which the same broker or dealer acts as agent on
both sides of the trade. Any such dealer may be deemed to be an underwriter, as
such term is defined in the Securities Act, of the shares so offered and sold.
In addition, the selling stockholders may sell shares of our common stock in
ordinary brokerage transactions or in transactions in which a broker solicits
purchases.

The selling stockholders may also resell all or a portion of their shares
of our common stock in transactions exempt from the registration requirements of
the Securities Act in reliance upon Rule 144 under the Securities Act provided
the stockholder meets the criteria and conforms to the requirements of that
rule, Section 4(1) of the Securities Act or other applicable exemptions.

In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdictions only through
registered or licensed broker-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.
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.

We have agreed to indemnify the selling stockholders against certain
liabilities, including certain liabilities under the Securities Act.

We have agreed with the selling stockholders to keep the registration
statement of which this prospectus supplement and the accompanying prospectus
constitute a part effective until the earlier of such time as all of the shares
covered by this prospectus supplement and the accompanying prospectus have been
disposed of pursuant to and in accordance with the registration statement or
April 30, 2008.

S-59

For further information (including additional methods of distribution) in
connection with the plan of distribution of the shares of our common stock by
the selling stockholders, see also the "Plan of Distribution" in the
accompanying prospectus.

AVAILABLE INFORMATION

We 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, 100 F
Street, N.E., 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 at www.sec.gov. In
addition, you may obtain copies of our SEC filings on our website at
www.franklinstreetproperties.com.

INCORPORATION OF CERTAIN INFORMATION 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 supplement. Information in documents
that we file with the SEC after the date of this prospectus supplement will
automatically update and supersede information in this prospectus supplement. 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 supplement.

o Our Annual Report on Form 10-K for the fiscal year ended December
31, 2005, filed with the SEC on February 24, 2006;
o Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2006, filed with the SEC on May 8, 2006;
o Our Current Report on Form 8-K, dated February 3, 2006 and filed
with the SEC on February 8, 2006;
o Our Current Report on Form 8-K, dated March 15, 2006 and filed with
the SEC on March 16, 2006;
o Our Current Report on Form 8-K, dated April 30, 2006 and filed with
the SEC on May 4, 2006;
o Our Current Report on Form 8-K, dated May 12, 2006 and filed with
the SEC on May 15, 2006;
o Our Current Report on Form 8-K, dated May 22, 2006 and filed with
the SEC on May 22, 2006;
o The description of our common stock contained in our Form 8-A, filed
with the SEC on April 5, 2005; and
o All of our filings pursuant to the Securities Exchange Act of 1934
on or after the date of the initial filing of the registration
statement of which this prospectus supplement is a part and prior to
the termination of this offering.

A statement contained in a document incorporated by reference in this
prospectus supplement shall be deemed to be modified or superseded for purposes
of this prospectus supplement to the extent that a statement contained in this
prospectus supplement, the accompanying prospectus, an additional prospectus
supplement or in any other subsequently filed document which is also
incorporated in this prospectus supplement 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 supplement.

S-60

You may request, orally or in writing, a free copy of any of the documents
incorporated by reference in this prospectus supplement 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

S-61

No dealer, salesperson or other person is authorized to give any information or
to represent anything not contained in this prospectus supplement. You must not
rely on any unauthorized information or representations. This prospectus
supplement 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 supplement is current only as of its date.

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

FRANKLIN STREET PROPERTIES CORP.

Common Stock

May 30, 2006

FRANKLIN STREET PROPERTIES CORP.

Common Stock

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

The shares of common stock, $0.0001 par value per share, of Franklin
Street Properties Corp., or FSP Corp., covered by this prospectus may be offered
and sold from time to time by FSP Corp. or certain selling stockholders of FSP
Corp.

This prospectus describes some of the general terms that may apply to
sales of our common stock. We will describe the specific terms of any sale of
our common stock, including the offering price of the shares, the names of any
selling stockholders and the amounts of any shares of our common stock being
offered or sold hereunder, in a supplement to this prospectus. This prospectus
may not be used to offer or sell any shares of our common stock unless
accompanied by a prospectus supplement.

Our common stock is listed on the American Stock Exchange (AMEX) and
trades under the symbol "FSP."

We may, and any selling stockholder may, offer and sell shares of our
common stock independently or together to or through one or more underwriters,
dealers and agents, or directly to purchasers, on a continuous or delayed basis.
If any underwriters, dealers or agents are involved in the sale of any shares of
our common stock, the applicable prospectus supplement will set forth any
commissions or discounts. Unless otherwise set forth in a prospectus supplement,
we will not receive any proceeds from the sale of shares of our common stock by
any selling stockholders.

The last sale price of our common stock on the AMEX on May 22, 2006 was
$21.00 per share.

Investing in these securities involves risks. See "Risk Factors" on page 2
of this prospectus, in the documents incorporated by reference herein and in any
prospectus supplement.

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

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.

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

Prospectus dated May 23, 2006.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS....................................................1
ABOUT FRANKLIN STREET PROPERTIES CORP....................................1
RISK FACTORS.............................................................2
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION.......................2
AVAILABLE INFORMATION....................................................2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE........................3
DESCRIPTION OF CAPITAL STOCK.............................................3
USE OF PROCEEDS..........................................................4
SELLING STOCKHOLDERS.....................................................4
PLAN OF DISTRIBUTION.....................................................5
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS.................7
LEGAL MATTERS...........................................................18
EXPERTS.................................................................19

About this Prospectus

This prospectus is part of a "shelf" registration statement that we have
filed with the Securities and Exchange Commission, or SEC. Under this shelf
registration statement, we or certain selling stockholders may, from time to
time, sell our common stock in one or more offerings.

This prospectus describes the general manner in which our common stock may
be offered by this prospectus. We will provide a prospectus supplement that will
contain specific information about the terms of an offering. If there is any
inconsistency between the information in this prospectus and the accompanying
prospectus supplement, you should rely on the information in the prospectus
supplement. We may also add, update or change in the prospectus supplement any
of the information contained in this prospectus. This prospectus, together with
applicable prospectus supplements, includes all material information relating to
this offering.

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.

About Franklin Street Properties Corp.

For additional information about FSP Corp. and our business, see
"Available Information", below.

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.

RISK FACTORS

An investment in our common stock involves significant risks. You should
carefully consider the risk factors contained in any prospectus supplement and
in our filings with the Securities and Exchange Commission, as well as all of
the information contained in this prospectus, any prospectus supplement and the
documents incorporated by reference in this prospectus, before you decide to
invest in our common stock. The risks and uncertainties we have described are
not the only ones we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also affect our operations.

Special Note Regarding Forward-Looking Information

This prospectus, any prospectus supplement, and the documents incorporated
by reference in this prospectus contain 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. Investors are cautioned that our forward-looking statements involve
risks and uncertainty, including without limitation changes in economic
conditions in the markets in which we own properties, changes in the demand by
investors for investment in sponsored REITs, risks of a lessening of demand for
the types of real estate owned by us, changes in government regulations, and
expenditures that cannot be anticipated such as utility rate and usage
increases, unanticipated repairs, additional staffing, insurance increases and
real estate tax valuation reassessments. We cannot guarantee that we actually
will achieve the plans, intentions or expectations disclosed in our
forward-looking statements and, accordingly, you should not place undue reliance
on our forward-looking statements. There are a number of important factors that
could cause actual results or events to differ materially from the
forward-looking statements that we make, including the factors included in the
documents we incorporate by reference in this prospectus. You should read these
factors and the other cautionary statements made in the documents we incorporate
by reference as being applicable to all related forward-looking statements
wherever they appear in this prospectus, any prospectus supplement and any
document incorporated by reference. We caution you that we do not undertake any
obligation to update forward-looking statements we make.

Available Information

Incorporation of Certain Information 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, 2005, filed with the SEC on February 24, 2006;
o Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2006, filed with the SEC on May 8, 2006;
o Our Current Report on Form 8-K, dated February 3, 2006 and filed
with the SEC on February 8, 2006;
o Our Current Report on Form 8-K, dated March 15, 2006 and filed with
the SEC on March 16, 2006;
o Our Current Report on Form 8-K, dated April 30, 2006 and filed with
the SEC on May 4, 2006;
o Our Current Report on Form 8-K, dated May 12, 2006 and filed with
the SEC on May 15, 2006;
o Our Current Report on Form 8-K, dated May 22, 2006 and filed with
the SEC on May 22, 2006;
o The description of our common stock contained in our Form 8-A, filed
with the SEC on April 5, 2005; and
o All of our filings pursuant to the Securities Exchange Act of 1934
on or after the date of the initial filing of the registration
statement of which this prospectus is a part and prior to the
termination of this offering.

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, orally or in writing, 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

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 180,000,000 shares of common
stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock,
par value $0.0001 per share.

Each outstanding share of our common stock entitles the holder thereof to
one vote on all matters submitted to a vote of stockholders. There is no
cumulative voting in the election of directors. Holders of shares of our common

stock have no conversion, sinking fund or preemptive rights to subscribe for any
securities of the Registrant. Shares of our common stock have equal dividend,
distribution, liquidation and other rights and have no preference or exchange
rights.

Currently, no shares of our preferred stock are issued or outstanding. Our
Board of Directors may authorize from time to time, without further action by
our stockholders, the issuance of shares of preferred stock in one or more
separately designated classes. The Board may set the preferences, conversion or
other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications and terms and conditions of redemption of the
shares of each class of our preferred stock.

In order for us to maintain our qualification as a REIT, among other
things, not more than 50% in value of our outstanding shares of common stock may
be owned, directly or indirectly, by five or fewer individuals. Our Articles of
Incorporation provide that holders of our common stock and preferred stock,
collectively, cannot beneficially or constructively own more than 9.8% of the
number of shares or value of our outstanding equity securities and that no
stockholder will be able to transfer or acquire shares that would result in our
outstanding equity shares being beneficially owned by fewer than 100 persons.
Our Articles of Incorporation also provide that on an annual basis we will use
our best efforts to redeem any shares of our common stock from holders who
desire to sell them. The purchase price paid by us will be 90% of the fair
market value of the shares purchased, as determined by our Board of Directors in
its sole and absolute discretion after consultation with an adviser selected by
our Board. We have no obligation to redeem shares of our common stock during any
period that our common stock is listed for trading on a national securities
exchange.

The above is a summary and does not purport to be complete and is
qualified by our Articles of Incorporation, which were filed as an exhibit to
our Form 8-A, filed with the SEC on April 5, 2005, and our Bylaws, which were
filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on May
15, 2006.

USE OF PROCEEDS

Unless otherwise indicated in the applicable prospectus supplement or
other offering material, we anticipate that we will use the net proceeds from
the sale of our common stock by us for general corporate purposes. Unless
otherwise set forth in a prospectus supplement, to the extent any shares of our
common stock registered under this registration statement are for the account of
selling stockholders, we will not receive any of the proceeds of the sale of
such shares by such stockholders.

SELLING STOCKHOLDERS

We may register shares of our common stock covered by this prospectus for
re-offers and resales by any selling stockholders to be named in a prospectus
supplement. Because we are a well-known seasoned issuer, as defined in Rule 405
of the Securities Act of 1933, we may add secondary sales of shares of our
common stock by any selling stockholders by filing a prospectus supplement with
the SEC. We may register these shares to permit selling stockholders to resell
their shares when they deem appropriate. A selling stockholder may resell all, a
portion or none of its shares at any time and from time to time. Selling
stockholders may also sell, transfer or otherwise dispose of some or all of
their shares of our common stock in transactions exempt from the registration
requirements of the Securities Act. We do not know when or in what amounts the
selling stockholders may offer shares for sale under this prospectus and any
prospectus supplement. We may pay all expenses incurred with respect to the
registration of the shares of our common stock owned by the selling
stockholders, other than underwriting fees, discounts or commissions, which will
be borne by the selling stockholders. A prospectus supplement for any selling
stockholders will name the selling stockholder, the amount of shares to be
registered and sold and any other terms of the shares of our common stock being
sold by such selling stockholder.

PLAN OF DISTRIBUTION

We may sell shares of our common stock, and any selling stockholder may
sell shares of our common stock, in any one or more of the following ways from
time to time: (1) through agents; (2) to or through underwriters; (3) through
brokers or dealers; (4) directly by us or any selling stockholders to
purchasers, including through a specific bidding, auction or other process; (5)
by an over-the-counter distribution in accordance with the rules of the Nasdaq
National Market; or (6) through a combination of any of these methods of sale.
To the extent required, this prospectus may be amended or supplemented from time
to time to describe a specific plan of distribution. The applicable prospectus
supplement will contain the terms of the transaction, name or names of any
underwriters, dealers, agents and the respective amounts of our common stock
underwritten or purchased by them, the initial public offering price of our
common stock, and the applicable agent's commission, dealer's purchase price or
underwriter's discount. Any selling stockholders, dealers and agents
participating in the distribution of our common stock may be deemed to be
underwriters, and compensation received by them on resale of our common stock
may be deemed to be underwriting discounts and commissions. Additionally,
because selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, selling stockholders may
be subject to the prospectus delivery requirements of the Securities Act.

Any initial offering price, dealer purchase price, discount or commission
may be changed from time to time.

Shares of our common stock may be distributed from time to time in one or
more transactions, at negotiated prices, at a fixed or fixed prices (that may be
subject to change), at market prices prevailing at the time of sale, at various
prices determined at the time of sale or at prices related to prevailing market
prices.

Offers to purchase shares of our common stock may be solicited directly by
us or any selling stockholder or by agents designated by us from time to time.
Any such agent may be deemed to be an underwriter, as that term is defined in
the Securities Act, of the shares of our common stock so offered and sold.

If underwriters are utilized in the sale of any shares of our common stock
in respect of which this prospectus is being delivered, such shares of our
common stock will be acquired by the underwriters for their own account and may
be resold from time to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices determined by
the underwriters at the time of sale. Shares of our common stock may be offered
to the public either through underwriting syndicates represented by managing
underwriters or directly by one or more underwriters. If any underwriter or
underwriters are utilized in the sale of shares of our common stock, unless
otherwise indicated in the applicable prospectus supplement, the obligations of
the underwriters are subject to certain conditions precedent and that the
underwriters will be obligated to purchase all such shares of our common stock
if any are purchased.

If a dealer is utilized in the sale of shares of our common stock in
respect of which this prospectus is delivered, we will sell such shares of our
common stock, and any selling stockholder will sell shares of our common stock,
to the dealer, as principal. The dealer may then resell such shares of our
common stock to the public at varying prices to be determined by such dealer at
the time of resale. Transactions through brokers or dealers may include block
trades in which brokers or dealers will attempt to sell shares as agent but may
position and resell as principal to facilitate the transaction or in crosses, in
which the same broker or dealer acts as agent on both sides of the trade. Any
such dealer may be deemed to be an underwriter, as such term is defined in the
Securities Act, of the shares of our common stock so offered and sold. In
addition, any selling stockholder may sell shares of our common stock in
ordinary brokerage transactions or in transactions in which a broker solicits
purchases.

Offers to purchase shares of our common stock may be solicited directly by
us or any selling stockholder and the sale thereof may be made by us or any
selling stockholder directly to institutional investors or others, who may be
deemed to be underwriters within the meaning of the Securities Act with respect
to any resale thereof.

Any selling stockholders may also resell all or a portion of their shares
of our common stock in transactions exempt from the registration requirements of
the Securities Act in reliance upon Rule 144 under the Securities Act provided
they meet the criteria and conform to the requirements of that rule, Section
4(1) of the Securities Act or other applicable exemptions, regardless of whether
the shares of our common stock are covered by the registration statement of
which this prospectus forms a part.

If so indicated in the applicable prospectus supplement, we or any selling
stockholder may authorize agents and underwriters to solicit offers by certain
institutions to purchase shares of our common stock from us or any selling
stockholder at the public offering price set forth in the applicable prospectus
supplement pursuant to delayed delivery contracts providing for payment and
delivery on the date or dates stated in the applicable prospectus supplement.
Such delayed delivery contracts will be subject only to those conditions set
forth in the applicable prospectus supplement.

Agents, underwriters and dealers may be entitled under relevant agreements
with us or any selling stockholder to indemnification by us against certain
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such agents, underwriters and dealers may be
required to make in respect thereof. The terms and conditions of any
indemnification or contribution will be described in the applicable prospectus
supplement. We may pay all expenses incurred with respect to the registration of
the shares of our common stock owned by any selling stockholders, other than
underwriting fees, discounts or commissions, which will be borne by the selling
stockholders.

We or any selling stockholder may enter into derivative, sale or forward
sale transactions with third parties, or sell securities not covered by this
prospectus to third parties in privately negotiated transactions. If the
applicable prospectus supplement indicates, in connection with those
transactions, that third parties may sell shares of our common stock covered by
this prospectus and the applicable prospectus supplement, including in short
sale transactions and by issuing securities not covered by this prospectus but
convertible into or exchangeable for or represents beneficial interests in such
shares of our common stock, or the return of which is derived in whole or in
part from the value of such shares of our common stock. If so, the third party
may use securities received under those sale, forward sale or derivative
arrangements or shares of our common stock pledged by us or any selling
stockholder or borrowed from us, any selling stockholder or others to settle
those sales or to close out any related open borrowings of stock, and may use
shares of our common stock received from us or any selling stockholder in
settlement of those transactions to close out any related open borrowings of
stock. The third party in such sale transactions will be an underwriter and will
be identified in the applicable prospectus supplement (or a post-effective
amendment).

Additionally, any selling stockholder may engage in hedging transactions
with broker-dealers in connection with distributions of shares or otherwise. In
those transactions, broker-dealers may engage in short sales of shares in the
course of hedging the positions they assume with such selling stockholder. Any
selling stockholder also may sell shares short and redeliver shares to close out
such short positions. Any selling stockholder may also enter into option or
other transactions with broker-dealers which require the delivery of shares to
the broker-dealer. The broker-dealer may then resell or otherwise transfer such
shares pursuant to this prospectus. Any selling stockholder also may loan or
pledge shares, and the borrower or pledgee may sell or otherwise transfer the
shares so loaned or pledged pursuant to this prospectus. Such borrower or
pledgee also may transfer those shares to investors in our common stock or the
selling stockholder's shares of our common stock or in connection with the
offering of other shares of our common stock not covered by this prospectus.

Underwriters, broker-dealers or agents may receive compensation in the
form of commissions, discounts or concessions from us or any selling
stockholder. Underwriters, broker-dealers or agents may also receive
compensation from the purchasers of shares for whom they act as agents or to
whom they sell as principals, or both. Compensation as to a particular
underwriter, broker-dealer or agent might be in excess of customary commissions

and will be in amounts to be negotiated in connection with transactions
involving shares. In effecting sales, broker-dealers engaged by us or any
selling stockholder may arrange for other broker-dealers to participate in the
resales.

Agents, underwriters and dealers may engage in transactions with, or
perform services for us or any selling stockholder and our respective
subsidiaries in the ordinary course of business.

Any underwriter may engage in overallotment, stabilizing transactions,
short covering transactions and penalty bids in accordance with Regulation M
under the Securities Exchange Act of 1934. Overallotment involves sales in
excess of the offering size, which create a short position. Stabilizing
transactions permit bids to purchase the underlying shares of our common stock
so long as the stabilizing bids do not exceed a specified maximum. Short
covering transactions involve purchases of the shares of our common stock in the
open market after the distribution is completed to cover short positions.
Penalty bids permit the underwriters to reclaim a selling concession from a
dealer when the shares of our common stock originally sold by the dealer are
purchased in a covering transaction to cover short positions. Those activities
may cause the price of the shares of our common stock to be higher than it would
otherwise be. If commenced, the underwriters may discontinue any of the
activities at any time. An underwriter may carry out these transactions on the
American Stock Exchange, in the over-the-counter market or otherwise.

The place and time of delivery for shares of our common stock will be set
forth in the accompanying prospectus supplement for such shares of 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 ownership and disposition of our
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 Stockholders"), 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. Stockholders").

We have elected to be taxed as a real estate investment trust under the
Internal Revenue Code of 1986, as amended, which we refer to as the tax code.
Generally, a company that meets the eligibility requirements for treatment as a
real estate investment trust and that elects to be so treated is not subject to
federal income tax on the income it distributes to its stockholders. We believe
that we are organized and have operated in a manner so as to meet these
eligibility requirements; however, there can be no assurance that we have
qualified or will remain qualified as a REIT. 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 our taxable
year ending December 31, 2002 and that our current organization and method of
operation 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 or ongoing 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 is, based on the provisions of 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 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.

Tax Consequences of REIT Election

Introduction. We have elected under Section 856 of the tax code to be
taxed as a real estate investment trust. Subject to the risks described above,
we intend to continue to be taxed as a REIT.

Taxation of FSP Corp.

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

o We will be subject to federal income tax at regular corporate rates
on taxable income, including net capital gain, that we do not
distribute to stockholders during, or within a specified time period
after, the calendar year in which such income is earned.
o We will be subject to the "alternative minimum tax" with respect to
our undistributed alternative minimum taxable income.
o We will be subject to a 100% tax on net income from certain sales or
other dispositions of property that we hold primarily for sale to
customers in the ordinary course of business, also known as
"prohibited transactions".
o If we fail to satisfy the 75% gross income test or the 95% gross
income test, both described below, but nevertheless qualify as a
real estate investment trust, we 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 we fail the 75% or 95% gross income test
multiplied by (ii) a fraction intended to reflect our profitability.
o If we fail to satisfy the securities asset test, described below,
and such failure exceeds a de minimis threshold, then we must
dispose of the non-qualifying securities and we 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 we disposed of the securities.
o If we fail to distribute during the calendar year at least the sum
of (i) 85% of our real estate investment trust ordinary income for
such year, (ii) 95% of our real estate investment trust capital gain
net income for such year, and (iii) any undistributed taxable income
from prior periods, we will pay a 4% excise tax on the excess of
such required distribution over the amount actually distributed to
our stockholders.

o We may elect to retain and pay income tax on some or all of our
long-term capital gain, as described below.
o We may be subject to a 100% excise tax on transactions with any of
our taxable REIT subsidiaries that are not conducted on an
arm's-length basis.
o If we fail 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, we 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. We have elected to be treated as a REIT and have
endeavored, and we will continue to 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
ours will be ignored, and all assets, liabilities and items of income, deduction
and credit of such subsidiary will be treated as our assets, liabilities, and
items of income deduction and credit.

In the event that we become a partner in a partnership, we will be deemed
to own a proportionate share (based upon our 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 us will retain their same
character as in the hands of the partnership for purposes of determining whether
we satisfy 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 LLC, a wholly owned subsidiary of ours, as a taxable REIT
subsidiary. FSP Investments LLC pays corporate income tax on its taxable income
and its after-tax net income will be available for distribution to us, generally
as a dividend.

Income Tests - General. We must satisfy annually two tests regarding the
sources of our gross income in order to maintain our real estate investment
trust status. First, at least 75% of our gross income, excluding gross income
from certain "dealer" sales, for each taxable year generally must consist of
defined types of income that we derive, 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 that we raise.

Second, at least 95% of our 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 we receive from real
property that we own and lease 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 we nor any direct or indirect owner of 10% or more
of our stock may own, actually or constructively, 10% (by vote or
value) or more of the tenant from which we collect 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, we generally must not operate or manage our real property
or furnish or render services to our tenants, other than through an
"independent contractor" who is adequately compensated and from whom
we do not derive revenue. We 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, we 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 our income from such services does
not exceed 1% of our 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, we anticipate that our operations will
allow us to meet both the 75% gross income test and the 95% gross income test.
Such belief is premised in large part on our expectation that substantially all
of the amounts that we receive with respect to our properties will qualify as
"rents from real property." Stockholders 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 we fail to
satisfy either or both of the 75% or 95% gross income tests for taxable years
beginning before October 22, 2004, we could nevertheless qualify as a real
estate investment trust for that year if we are eligible for relief under
certain provisions of the federal income tax laws. Those relief provisions
generally will be available if:

o Our failure to meet the gross income test was due to reasonable
cause and not due to willful neglect;
o We attach a schedule of the sources of our income to our 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, or the 2004 Tax Act,
if we fail 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 our identification of the failure to meet the gross income
test for any taxable year, a description of each item of our 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 Our 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 we 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 FSP Corp. - General,"
even if the relief provisions apply, we would incur a 100% tax on the gross
income attributable to the greater of the amounts by which we fail the 75% and
95% gross income tests, multiplied by a fraction that reflects our
profitability.

Asset Tests. We also must satisfy the following four tests relating to the
nature of our assets at the close of each quarter of our taxable year.

o First, at least 75% of the value of our 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 our 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 we own may not exceed 5% of the
value of our total assets, and we 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 we and such issuer 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 we 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 our stock ownership in one
or more taxable REIT subsidiaries may not exceed 20% of the value of
our gross assets.

We intend to operate so that we will not acquire any assets that would
cause us to violate any of the asset tests. If, however, we should fail to
satisfy any of the asset tests at the end of a calendar quarter, we would not
lose our real estate investment trust status if (1) we satisfied the asset tests
at the end of the close of the preceding calendar quarter, and (2) the
discrepancy between the value of our assets and the asset test requirements
arose from changes in the market values of our assets and was not wholly or
partly caused by the acquisition of one or more nonqualifying assets. If we did
not satisfy the condition described in clause (2) of the preceding sentence, we
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, we 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 our assets at the end of the quarter, which is referred to
as the de minimis threshold, and we dispose of the assets in order
to satisfy the securities asset test within six months after the
last day of the quarter in which we 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, (1) we
prepare a schedule that sets forth each asset that causes us to fail
the securities asset test and file such schedule in accordance with
regulations to be prescribed by the Treasury Secretary, (2) the
failure to satisfy the securities asset test is due to reasonable
cause and is not due to willful neglect, and (3) we pay 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 we disposed of the asset.

Distribution Requirements. Each taxable year, we must distribute dividends
to our stockholders in an amount at least equal to:

o 90% of our "real estate investment trust taxable income," computed
without regard to the dividends paid deduction and our net capital
gain or loss; and
o Certain items of noncash income.

We must make such distributions in the taxable year to which they relate,
or in the following taxable year if we declare the distribution before we timely
file our federal income tax return for such year and pay the distribution on or
before the first regular distribution date after such declaration. Further, if
we fail to meet the 90% distribution requirement as a result of an adjustment to
our tax returns by the Internal Revenue Service, we 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 our stockholders.

We will be subject to federal income tax on our taxable income, including
net capital gain that we do not distribute to our stockholders. Furthermore, if
we fail 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 our real estate investment trust ordinary income for such
year;
o 95% of our real estate investment trust capital gain income for such
year; and
o Any of our undistributed taxable income from prior periods,

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

We intend to make distributions to holders of our common stock in a manner
that will allow us to satisfy the distribution requirements described above. It
is possible that, from time to time, our pre-distribution taxable income may
exceed our cash flow and that we may have difficulty satisfying the distribution
requirements. We intend to monitor closely the relationship between our
pre-distribution taxable income and our cash flow and intend 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 we may decide to terminate our real estate investment
trust status as a result of any such cash shortfall. Such a termination would
have adverse tax consequences to our stockholders. See "Taxation of FSP Corp. -
General."

Recordkeeping Requirements. We must maintain records of information
specified in applicable Treasury Regulations in order to maintain our
qualification as a real estate investment trust. In addition, in order to avoid
monetary penalties, we must request on an annual basis certain information from
our stockholders designed to disclose the actual ownership of our outstanding
stock. We intend to comply with these recordkeeping requirements.

Ownership Requirements. For us to qualify as a real estate investment
trust, shares of our stock 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 our 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). Our
common stock will be held by 100 or more persons. We intend to continue to
comply with these ownership requirements. Also, our charter contains ownership
and transfer restrictions designed to prevent violation of these requirements.

Failure to Qualify. If we fail 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 we would fail to qualify as a real estate
investment trust. If we 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 we 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 We pay (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 we would be entitled to the benefit of
the relief provisions in a particular circumstance. If such relief is not
available, we would fail to qualify as a real estate investment trust.

If we do fail to qualify as a real estate investment trust in any taxable
year, we would be subject to federal income tax, including any applicable
alternative minimum tax, on our taxable income at regular corporate rates. In
calculating our taxable income in a year in which we did not qualify as a real
estate investment trust, we would not be able to deduct amounts paid out to our
stockholders. We would not be required to distribute any amounts to our
stockholders in such taxable year. In such event, to the extent of our current
and accumulated earnings and profits, all distributions to stockholders would be
characterized as dividends and would be taxable as ordinary income.
Non-corporate stockholders, 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 stockholders might be eligible for the
dividends received deduction. Unless we qualified for relief under specific
statutory provisions, we would be disqualified from taxation as a real estate
investment trust for the four taxable years following the year in which we
ceased to qualify as a real estate investment trust. We cannot predict whether
we would qualify for such statutory relief in a particular circumstance that
might arise in the future.

Taxation of Taxable U.S. Stockholders

As used herein, the term "taxable U.S. stockholder" means a stockholder
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 (1) a United States court is able to
exercise primary supervision over the administration of such trust,
and (2) one or more United States persons have the authority to
control all substantial decisions of the trust.

For any taxable year in which we qualify as a real estate investment
trust, amounts distributed to taxable U.S. stockholders will be taxed as
follows.

Distributions Generally. Distributions made to our taxable U.S.
stockholders out of current or accumulated earnings and profits (and not
designated as a capital gain dividend) will be taken into account by such
stockholder as ordinary income and will not, in the case of a corporate taxable
U.S. stockholder, 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 us. To the extent that we make a
distribution with respect to our common stock that is in excess of our current
or accumulated earnings and profits, the distribution will be treated by a
taxable U.S. stockholder first as a tax-free return of capital, reducing the
taxable U.S. stockholder's tax basis in our common stock, and any portion of the
distribution in excess of the stockholder's tax basis in our common stock will
then be treated as gain from the sale of such stock. Dividends that we declare
in October, November, or December of any year payable to a taxable U.S.
stockholder of record on a specified date in any such month shall be treated as
both paid by us and received by stockholders on December 31 of such year,
provided that the dividend is actually paid by us during January of the
following calendar year. Taxable U.S. stockholders may not include on their
federal income tax returns any of our tax losses.

Capital Gain Dividends. Dividends to taxable U.S. stockholders that
properly are designated by us as capital gain dividends will be treated by such
stockholders as long-term capital gain, to the extent that such dividends do not
exceed our actual net capital gain, without regard to the period for which the
taxable U.S. stockholders have held our common stock. Taxable U.S. stockholders
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. stockholders who are taxable at the rates applicable to
individuals, we will classify portions of any capital gain dividend as either
(1) a "regular" capital gain dividend taxable to the taxable U.S. stockholder at
a maximum rate of 15% (subject to applicable sunset provisions) or (2) an
"unrecaptured Section 1250 gain" dividend taxable to the taxable U.S.
stockholder at a maximum rate of 25%.

Retained Capital Gains. We may elect to retain, rather than distribute,
our net long-term capital gain received during the tax year. If we so elect, we
will be required to pay tax on the retained amounts. To the extent designated in
a notice to the taxable U.S. stockholders, the taxable U.S. stockholders 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 us. In addition, each taxable U.S. stockholder
will be entitled to increase the tax basis in his or her shares of our common
stock by an amount equal to the amount of net long-term capital gain the taxable
U.S. stockholder was required to include in income, reduced by the amount of any
tax paid by us for which the taxable U.S. stockholder 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
us and gain from the disposition of our common stock will not be treated as
passive activity income, and therefore taxable U.S. stockholders will not be
able to apply any passive activity losses against such income. Distributions
from us, 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 our level as well as net
capital gain from the disposition of our 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 our common stock, a taxable
U.S. stockholder 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 our common stock is held as a capital asset by the
taxable U.S. stockholder, 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 our common stock by a taxable U.S.
stockholder 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 us were required to be treated as long-term
capital gain by that holder.

Taxation of Tax-Exempt Stockholders

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
our common stock with debt, a portion of its income from us will constitute UBTI
pursuant to the "debt-financed property" rules.

In addition, in certain circumstances, a pension trust that owns more than
10% of our stock will be required to treat a percentage of the dividends paid by
us as UBTI based upon the percentage of our income that would constitute UBTI to
the stockholder if received directly by it. This rule applies to a pension trust
holding more than 10% (by value) of our common stock only if (1) the percentage
of income from us that is UBTI (determined as if we were a pension trust) is at
least 5% and (2) we are treated as a "pension-held REIT." We do not expect to
receive significant amounts of income that would be considered UBTI if received
directly by a pension trust and do not expect to qualify as a "pension-held
REIT."

Taxation of Non-U.S. Stockholders

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. stockholders", 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. stockholders 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. STOCKHOLDERS SHOULD
CONSULT WITH THEIR OWN TAX ADVISORS TO DETERMINE THE IMPACT OF FEDERAL, STATE,
LOCAL AND FOREIGN TAX LAWS WITH REGARD TO THE OWNERSHIP AND DISPOSITION OF OUR
COMMON STOCK, INCLUDING ANY REPORTING AND WITHHOLDING REQUIREMENTS.

Ordinary Dividends - General. Distributions to non-U.S. stockholders that
are not attributable to gain from sales or exchanges by us of United States real
property interests and are not designated by us 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 our current or accumulated
earnings and profits. Any portion of a distribution in excess of our current and
accumulated earnings and profits will not be taxable to a non-U.S. stockholder
to the extent that such distribution does not exceed the adjusted basis of the
stockholder in our 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. stockholder for our 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. stockholders
may be subject to U.S. withholding tax. If an income tax treaty does not apply
and the non-U.S. stockholder's investment in our common stock is not effectively
connected with a trade or business conducted by the non-U.S. stockholder in the

United States (or if a tax treaty does apply and the investment in our common
stock is not attributable to a United States permanent establishment maintained
by the non-U.S. stockholder), 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 we 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, we intend 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. stockholder must furnish us or our 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.
stockholder will be entitled to a refund from the Internal Revenue Service to
the extent the amount withheld by us from a distribution exceeds the amount of
United States tax owed by such stockholder.

In the case of a non-U.S. stockholder 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 (1) the classification of the type of
partnership or trust, (2) the status of the partner or beneficiary, and (3) the
activities of the partnership or trust. Non-U.S. stockholders 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. stockholder (and, if a tax treaty applies, ordinary dividends that
are attributable to a United States permanent establishment maintained by the
non-U.S. stockholder) are exempt from U.S. withholding tax. In order to claim
such exemption, a non-U.S. stockholder must provide us or our paying agent with
a duly completed Form 4224 or Form W-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. stockholder
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. stockholders that are
corporations, any effectively connected ordinary dividends or ordinary dividends
attributable to a United States permanent establishment maintained by the
non-U.S. stockholder 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 we qualify as a
real estate investment trust, distributions that are attributable to gain from
sales or exchanges by us of United States real property interests will be taxed
to a non-U.S. stockholder 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. stockholder as if such gain were
effectively connected with a United States trade or business. Non-U.S.
stockholders thus would be taxed at the regular capital gain rates applicable to
taxable U.S. stockholders (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. stockholder 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 (1) the distribution is received with respect to stock
that is publicly traded on an established securities market in the United States
and (2) the non-U.S. stockholder 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, we are required to
withhold 35% (or a lower rate set forth in the regulations) of any distribution
to a non-U.S. stockholder that is designated as a capital gain dividend or which
could be designated as a capital gain dividend. Moreover, if we designate
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 Our Common Stock. A non-U.S stockholder generally will not be
subject to United States federal income tax under FIRPTA with respect to gain
recognized upon a sale of our common stock, provided that we are 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 we
will be a domestically-controlled REIT, and, therefore, that the sale of our
common stock will not be subject to taxation under FIRPTA, there can be no
assurance that we will, at all relevant times, be a domestically-controlled
REIT. If the gain on the sale of our common stock were subject to taxation under
FIRPTA, a non-U.S. stockholder would be subject to the same treatment as taxable
U.S. stockholders 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 our common stock
from a non-U.S. stockholder 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. stockholder on the disposition. Any amount withheld would be creditable
against the non-U.S. stockholder's FIRPTA tax liability.

Even if gain recognized by a non-U.S. stockholder upon the sale of our
common stock is not subject to FIRPTA, such gain generally will subject such
stockholder 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.
stockholder 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. stockholder), in which
case, unless an applicable treaty provides otherwise, a non-U.S.
stockholder 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. stockholder that is a corporation, such stockholder 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 stockholder
demonstrates its qualification for such rate; or
o The non-U.S. stockholder is a nonresident alien individual who holds
our 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. stockholder will be subject to a 30% tax on
capital gains.

Estate Tax Considerations. The value of our common stock owned, or treated
as owned, by a non-U.S. stockholder 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

We are required to report to our stockholders 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 stockholder. In the case of non-U.S.
stockholders, the information reported may also be made available to the tax
authorities of the non-U.S. stockholder's country of residence, if an applicable
income tax treaty so provides.

Backup withholding generally may be imposed on certain payments to a
stockholder unless the stockholder (1) furnishes certain information, or (2) is
otherwise exempt from backup withholding.

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

Stockholders 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 stockholder
will be allowed as a credit against such holder's United States federal income
tax liability and may entitle the stockholder 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 our common stock by a non-U.S.
stockholder 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 our 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. stockholder
and certain conditions are met, or the non-U.S. stockholder otherwise
establishes an exemption.

Payment to or through a United States office of a broker of the proceeds
of a sale of our common stock is subject to both backup withholding and
information reporting unless the stockholder certifies in the manner required
that he or she is a non-U.S. stockholder 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 us and our stockholders. 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 stockholder should consult his or her own tax advisor regarding the
specific state and local tax consequences of the ownership and disposition of
our common stock.

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 attorneys at Wilmer Cutler Pickering Hale and Dorr LLP
own an aggregate of approximately 725,162 shares of our common stock as of the
date of this prospectus.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has
audited our consolidated financial statements and schedule and management's
assessment of the effectiveness of our internal control over financial reporting
as of December 31, 2005, as set forth in their reports, which are 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 of FSP Willow Bend Office Center Corp., FSP
Innsbrook Corp., FSP 380 Interlocken Corp., FSP Blue Lagoon Drive Corp. and FSP
Eldridge Green Corp. for the years ended December 31, 2005, incorporated by
reference into this prospectus have been audited by Braver PC, as stated in
their report incorporated by reference into 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.

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FRANKLIN STREET PROPERTIES CORP.

Common Stock

May 23, 2006