Securities Exchange Act of 1934
Sections 13(a) and 15(d)

February 28, 2018

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not object if KBS Real Estate Investment Trust does not file future periodic reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, beginning with its annual report on Form 10-K for the year ended December 31, 2017. In reaching this position, we particularly note the following:

• KBS Real Estate Investment Trust's stockholders approved and adopted the Articles;
• KBS Real Estate Investment Trust will file reports on Form 8-K to disclose any material events relating to its winding up and dissolution, including the amounts of any liquidation distributions, payments and expenses;
• KBS Real Estate Investment Trust will file a final report on Form 8-K and a Form 15 when the dissolution is complete;
• KBS Real Estate Investment Trust is current in its reporting obligations under the Exchange Act;
• KBS Real Estate Investment Trust filed the Articles with the SDAT and the effective date of the dissolution was October 10, 2017;
• There is no trading in KBS Real Estate Investment Trust's securities; and
• KBS Real Estate Investment Trust's transfer agent has closed KBS Real Estate Investment Trust's stock transfer books and discontinued recording transfers of KBS Real Estate Investment Trust's stock.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusions on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2018/ksb-real-estate-investment-trust-022818-sec13.htm