SEC FORM 5

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^*

MCGILLICUDDY DENNIS J

(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/ [ N/A ]

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)
12/31/2004

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

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	03/04/2004		G	40,449.9	D	$0	404,499	I	[See footnote]⁽¹⁾
Common Stock							6,824	I	[See footnote]⁽²⁾
Common Stock							2,163,224	I	[See footnote]⁽³⁾
Common Stock							8,946	I	[See footnote]⁽⁴⁾

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 a trust (the "Trust") beneficially owned by McGillicuddy Family Limited Partnership (the "Family Partnership"). Includes 40,449.90 shares held by the Trust that are beneficially owned by a trust which is beneficially owned by Mr. McGillicuddy's son and 40,449.90 shares held by the Trust that are beneficially owned by a trust which is beneficially owned by Mr. McGillicuddy's daughter. Mr. McGillicuddy disclaims beneficial ownership of such securities, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. On February 13, 2004, a 10% limited partnership interest of the Family Partnership was transferred from the Partnership (defined below) to its Limited Partners, Mr. McGillicuddy and his wife as tenants in common. On March 4, 2004, such 10% interest was gifted by Mr. McGillicuddy and his wife to a trust for the benefit of his daughter.

2. Shares held by a trust beneficially owned by Mr. McGillicuddy's wife. Mr. McGillicuddy disclaims beneficial ownership of the shares beneficially owned 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.

3. Shares held by McGillicuddy Investments Limited Partnership III (the "Partnership"). Mr. McGillicuddy is a limited partner of the Partnership and does not have the power to vote these shares.

4. Shares held by several trusts for the benefit of Mr. McGillicuddy's grandchildren. Mr. McGillicuddy's spouse is the sole trustee of all the trusts for the benefit of Mr. McGillicuddy's grandchildren. Mr. McGillicuddy disclaims beneficial ownership of such shares 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.

	Dennis J. McGillicuddy	02/14/2005
	** 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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