From: Frank Muller
Sent: June 14, 2005
To: rule-comments@sec.gov
Subject: File No. SR-NASD-2004-165


Hines Real Estate Securities, Inc. (hereinafter referred to as the "Company") hereby submits this comment respecting File Number SR-NASD-2004-165.

As is fully set forth in the Prospectus of Hines Real Estate Investment Trust, Inc. (hereinafter the "Hines REIT"), dated June 18, 2004, Hines REIT is offering 200,000,000 common shares to the public on a best efforts basis at a price of $10.00 per share. In addition, 20,000,000 common shares are being registered for sale pursuant to the dividend reinvestment plan of Hines REIT at a purchase price of $9.50 per share. These shares are offered through the Company, in its capacity as affiliated Dealer Manager of the offering of Hines REIT.

There are two general categories of public REITs, those that are traded on a securities exchange or included for quotation on a national securities market ("Traded REITs") and non-traded REITs which sell their shares to the public at a fixed price, but whose shares are not traded on an exchange or included on a national securities market. Because there is not public market for the shares of a non-traded REIT, there is no potential for their shares to be traded at a premium. Hines REIT is a non-traded REIT and it is not, therefore, subject to the risk that its shares will trade at a premium.

With respect to Traded REITs, it has been our observation that the prices paid for shares in public offerings of Traded REITs are normally based upon some multiple of the REIT's historical or projected income stream, and that neither the income stream nor the multiples utilized to value a REIT's share price are subject to significant fluctuations. For this reason, the Company agrees with the conclusions reached by the NASD that it would be highly unlikely for the trading in shares of Traded REITs to commence at a significant premium and would urge the adoption as soon as possible of the rule change proposed in SR-NASD-2004-165.

Thank you for your consideration.

Frank Muller, President
Hines Real Estate Securities, Inc.
2800 Post Oak Blvd., Suite 4700
Houston, TX 77056