	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Republic Property Trust

(Name of Issuer)

Common Shares, $0.01 par value per share

(Title of Class of Securities)

760737 10 6

(CUSIP Number)

Richard L. Kramer

Chairman of the Board of Trustees

Republic Property Trust

1280 Maryland Avenue, S.W.

Suite 280

Washington, D.C. 20024

(202) 863-0300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 20, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 760737 10 6

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Richard L. Kramer

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF, OO, PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,718,195

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 2,718,195

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,718,195

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.2%

	14.	Type of Reporting Person (See Instructions) IN

The Schedule 13D filed on December 22, 2005 by Richard L. Kramer (the “Reporting Person”), relating to the common shares, par value $0.01 per share (the “Shares”), of Republic Property Trust, a Maryland real estate investment trust (the “Issuer”), is hereby amended as set forth below by this Amendment No. 1 to the Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

Of the Shares beneficially owned by the Reporting Person, 2,718,195 were acquired at the time of the Issuer’s initial public offering which closed on December 20, 2005 (the “Offering”).

Of these 2,718,195 Shares beneficially owned by the Reporting Person, 1,800,883 are issuable at the election of the Issuer upon the redemption by the Reporting Person of units of limited partnership of Republic Property Limited Partnership (“Units”). The Reporting Person acquired these Units pursuant to Contribution Agreements by which the Reporting Person and affiliates contributed to Republic Property Limited Partnership interests in certain entities, including entities that own or lease real property interests and entities that provide management and development services. The Issuer’s initial public offering price of $12.00 per Share was used to determine the number of securities issued.

In connection with the Offering, the Issuer granted the Reporting Person 2,893 restricted Shares. The restricted Shares are immediately vested

but may not be directly or indirectly offered, pledged, sold, transferred or otherwise disposed of, other than permitted transfers, prior to July 1, 2007. At the time of the Offering, the Reporting Person also purchased 2,700 of the Shares beneficially owned by him with personal funds, on behalf of his daughter, for an aggregate purchase price of $32,400. The Reporting Person holds these 2,700 Shares as custodian for his daughter, who is a minor. In addition, in connection with the Offering, one of the underwriters reserved for sale to affiliates of the Reporting Person an aggregate of $5.0 million of Shares at the Issuer’s initial public offering price of $12.00 per Share. The Lillian R. Kramer Special Revocable Trust and The I. Melvin Kramer Special Revocable Trust, affiliates of the Reporting Person, each purchased in the Offering 208,334 of the Shares beneficially owned by the Reporting Person, for a total of 416,668 of the Shares beneficially owned by the Reporting Person, with trust funds for an aggregate purchase price of $5,000,000.

Item 4.	Purpose of Transaction
As described in Item 3 above, 2,718,195 of the Shares beneficially owned by the Reporting Person were acquired in connection with the Issuer’s initial public offering on December 20, 2005. The Reporting Person has acquired the Shares for investment purposes. The Reporting Person may, from time to time, depending on market conditions and other factors deemed relevant by the Reporting Person, acquire additional Shares. The Reporting Person reserves the right to, and may in the future choose to, change his purpose with respect to his investment and take such actions as he deems appropriate in light of the circumstances including, without limitation, to dispose of, in the open market, in a private transaction or by gift, all or a portion of the Shares which the Reporting Person now owns or may hereafter acquire. Except as described herein, the Reporting Person does not have any present plans or proposals that relate to, or would result in, the acquisition of additional securities of the Issuer, the disposition of securities of the Issuer, an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of the Issuer’s or any of its subsidiaries’ assets, a change in the present Board of Trustees or management of the Issuer, a material change in the present capitalization or dividend policy of the Issuer, any other material change to the Issuer’s business or corporate structure, a change in the Issuer’s charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person, the delisting or deregistration of any of the Issuer’s securities or any action similar to the listed actions. Pursuant to the terms of a Lock-Up Letter Agreement between the Reporting Person and the underwriters of the Issuer’s initial public offering, the Reporting Person is restricted from transferring, except by certain permitted transfers, any of the Issuer’s Shares held by him before July 1, 2007.

Item 5.	Interest in Securities of the Issuer
(a) As of the date of this report, the Reporting Person beneficially owns an aggregate of 2,718,195 Shares, which represent approximately 9.2%(1) of the Issuer’s outstanding Shares. Of the 2,718,195 Shares beneficially owned, the Reporting Person will have the right to receive cash or, at the option of the Issuer, 1,800,883 Shares, beginning December 20, 2006 upon the redemption by the Reporting Person of Units, subject to the restrictions described below.

(1) The percentage of the Issuer’s outstanding Shares beneficially owned by the Reporting Person is based on his beneficial ownership of 2,718,195 Shares of a total of 29,615,212 outstanding Shares (including Units, as described below), which total includes 1,021,200 Shares issued pursuant to the underwriters’ partial exercise of the overallotment option on January 6, 2006.

The Shares beneficially owned by the Reporting Person include 414,898 Shares issuable upon the redemption of Units held by Republic Properties Corporation (“RPC”). The Reporting Person has an 85.0% interest in and is the controlling shareholder of RPC. As a result, the Reporting Person is deemed the beneficial owner of all of the Units owned by RPC.

The Shares beneficially owned by the Reporting Person include 913,263 Shares issuable upon the redemption of Units held by RKB/Republic Capital LLC (“RKB Capital”), an entity in which the Reporting Person holds an indirect 45.8% interest. The Reporting Person is a manager of RKB Capital and has an 85.0% controlling interest in Carlyle Investment, LLC, which holds a 53.9% controlling interest in RKB Capital. As a result, the Reporting Person is deemed the beneficial owner of all of the Units owned by RKB Capital.

(b) As of the date of this report, the Reporting Person has the sole power to vote or direct the voting of, and sole power to dispose or direct the disposition of, 2,718,195 Shares beneficially owned by him.

(c) The Reporting Person has not effected any transactions, other than those described herein, in the class of securities described herein during the past sixty days.

(d) Not applicable.

(e) Not applicable.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	January 31, 2006
	Date
	/s/ Richard L. Kramer
	Signature
	Richard L. Kramer
	Name/Title

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Signature

Under the Securities Exchange Act of 1934
(Amendment No. 1)*