SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Thomas James A

(Last)

(First)

(Middle)

C/O THOMAS PROPERTIES GROUP, INC.

515 SOUTH FLOWER STREET, SIXTH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/06/2004

3. Issuer Name and Ticker or Trading Symbol
THOMAS PROPERTIES GROUP INC [ TPGI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	100	D
Limited Voting Stock	3,514,500	I⁽¹⁾	By Maguire Thomas Partners-Philadelphia, Ltd.
Limited Voting Stock	6,874,833	I⁽²⁾	By Thomas Investment Partners, Ltd.
Limited Voting Stock	2,308,500	I⁽³⁾	By Maguire Thomas Partners-Commerce Square II, Ltd.
Limited Voting Stock	1,312,666	I⁽⁴⁾	By Thomas Master Investments, LLC
Limited Voting Stock	1,853,167	I⁽⁵⁾	By Spouse & Self as Trustees of Lumbee Clan Trust
Limited Voting Stock	137,000	I⁽⁶⁾	By Thomas Partners, Inc.
Limited Voting Stock	666,000	I⁽⁷⁾	By Thomas-Pastron Family Partnership

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Mr. Thomas disclaims beneficial ownership of all shares of Limited Voting Stock owned of record by Maguire Thomas Partners-Philadelphia, Ltd., except to the extent of his pecuniary interest in such Limited Voting Stock.

2. Mr. Thomas disclaims beneficial ownership of all shares of Limited Voting Stock owned of record by Thomas Investment Partners, Ltd., except to the extent of his pecuniary interest in such Limited Voting Stock.

3. Mr. Thomas disclaims beneficial ownership of all shares of Limited Voting Stock owned of record by Maguire Thomas Partners-Commerce Square II, Ltd., except to the extent of his pecuniary interest in such Limited Voting Stock.

4. Mr. Thomas disclaims beneficial ownership of all shares of Limited Voting Stock owned of record by Thomas Master Investments, LLC, except to the extent of his pecuniary interest in such Limited Voting Stock.

5. Mr. Thomas disclaims beneficial ownership of all shares of Limited Voting Stock owned of record by the Lumbee Clan Trust, except to the extent of his pecuniary interest in such Limited Voting Stock.

6. Mr. Thomas disclaims beneficial ownership of all shares of Limited Voting Stock owned of record by Thomas Partners, Inc., except to the extent of his pecuniary interest in such Limited Voting Stock.

7. Mr. Thomas disclaims beneficial ownership of all shares of Limited Voting Stock owned of record by Thomas-Pastron Family Partnership, except to the extent of his pecuniary interest in such Limited Voting Stock.

	/s/ James A. Thomas	09/25/2004
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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