SEC FORM 5/A

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SILVERSTEIN BARRY

(Last)

(First)

(Middle)

5111 OCEAN BOULEVARD, SUITE C

(Street)

SARASOTA,

34242

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FRANKLIN STREET PROPERTIES CORP /MA/ [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/13/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2003		G	1,010,169	D	$0	0	I	[See footnote]⁽¹⁾
Common Stock	09/30/2003		G	505,084.5	A	$0	505,084.5	I	[See footnote]⁽²⁾
Common Stock							3,128,206.86	I	[See footnote]⁽³⁾
Common Stock							429,628.97	I	[See footnote]⁽⁴⁾
Common Stock							643,589.38	I	[See footnote]⁽⁵⁾
Common Stock							68,245.4	I	[See footnote]⁽⁶⁾
Common Stock							24,418.4	I	[See footnote]⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares held by Silverstein Investments Limited Partnership III, of which Mr. Silverstein is the sole limited partner with shared dispositive power and no voting power, were distributed to Mr. Silverstein on September 30, 2003, who contributed the shares to Silverstein Investments Limited Partnership II on September 30, 2003. This transfer involved no change of beneficial ownership as Mr. Silverstein was the sole limited partner of Silverstein Investments Limited Partnership II until September 30, 2003, with shared dispositive power and no voting power over shares held by this entity. On September 30, 2003, Mr. Silverstein gifted his entire limited partnership interest in Silverstein Investments Limited Partnership II to, and among, four charitable lead annuity trusts for the benefit of his children.

2. Shares held by Silverstein Investments Limited Partnership II attributable to a trust for the benefit of two of Mr. Silverstein's children. Mr. Silverstein disclaims beneficial ownership of the shares attributable to these children, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or any other purpose.

3. Shares held by Silverstein Investments Limited Partnership III. Mr. Silverstein is the sole limited partner of Silverstein Investments Limited Partnership III and has shared dispositive power and no voting power over these shares.

4. Shares held by JMB Family Limited Partnership. Mr. Silverstein is a general partner of JMB Family Limited Partnership and has sole dispositive and sole voting power of these shares.

5. Shares held by MSTB Family Limited Partnership. Mr. Silverstein is a general partner of MSTB Family Limited Partnership and has sole dispositive and sole voting power of these shares. 99% of the shares held by this partnership are attributable to three trusts for the benefit of Mr. Silverstein's adult children. Mr. Silverstein disclaims beneficial ownership of the shares attributable to the trusts for these children, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or any other purpose.

6. Shares held by the Silverstein Family Limited Partnership 2002, Ltd. Mr. Silverstein is a general partner of the Silverstein Family Limited Partnership 2002, Ltd. and has sole dispositive and sole voting power of these shares. 99% of the shares held by this partnership are attributable to a trust for the benefit of Mrs. Silverstein's brother. Mr. Silverstein disclaims beneficial ownership of the shares attributable to this trust, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or any other purpose.

7. Shares held by Mr. Silverstein's spouse. Mr. Silverstein disclaims beneficial ownership of the shares held by his spouse, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

Remarks:

This amendment is being filed to clarify that this reporting person is no longer a 10% owner of this issuer's common stock and to disclaim beneficial ownership of certain shares attributable to trusts for the benefit of adult relatives.

	Barry Silverstein	06/24/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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