May 11, 2005

Via Facsimile at (203) 869-5005 and U.S. Mail

David R. Jarvis
Mercury Real Estate Advisors, LLC
100 Field Point Road
Greenwich, CT 06830

Re:	Capital Properties, Inc.
Schedule TO-T filed May 2, 2005
By Mercury Real Estate Advisors, LLC  et al
      File No. 5-06037

Dear Mr. Jarvis:

      We have reviewed the above-referenced filing and have the
following comments.
Schedule TO

1. What consideration was given to whether Messrs. Jarvis and
Maclean
should also be identified as offerors on the Schedule TO?  We note
that these persons appear to control the actions of the identified
offerors.
2. Because the filing persons are not publicly reporting entities
and
your offer is not for all the outstanding securities Capital
Properties, you do not satisfy the safe harbor provided in
Instruction 2 to Item 10 of Schedule TO.  Please provide an
analysis
supporting your position that financial statements are not
material
and, therefore, required.
If you prorate, when will I know how many shares will actually be
accepted for tender and payment, page 2

3. We note that if you are required to prorate that you will not
pay
for any shares until "at least seven American Stock Exchange
trading
days after the expiration of the offer" and you will announce the
results of proration "as promptly as practicable." These
statements
do not appear to be not consistent with your prompt payment
obligation required by Regulation 14e-1(c).   Please revise your
disclosure here and elsewhere in the document as appropriate.


How will I be notified if the Offer is extended, page 3

4. Clarify how you will notify security holders if the offer is
extended.
Determination of Validity, page 10

5. Please revise your disclosure to clarify that, to the extent
you
waive a condition with respect to one tender of securities, you
will
waive that condition for all other tenders as well.  Please
carefully
review the document and make corresponding revisions elsewhere as
appropriate.  Make corresponding changes to Instruction 8 to your
Letter of Transmittal.
United States Federal Income Tax Consequences, page 12
6. Please eliminate the statements in the first paragraph that the
discussion is a "summary" and that your "discussion is for general
information only."  We believe these statements might suggest that
holders may not rely on the description of material tax
consequences
included in the offering document.
Conditions of the Offer, page 18
7. Conditions 4(ii) states that you may terminate the offer if
there
is any change "in the general political, market, economic or
financial conditions" in the United States or anywhere else in the
world that "could" in your judgment have a material adverse effect
on
the company. This condition is so broadly and vaguely drafted as
to
potentially render the offer illusory. Please revise to more
narrowly
tailor this condition to more specifically describe the
circumstances
under which you wish to reserve the right to terminate the offer.

8. In addition, revise this section to exclude actions or
omissions
to act by the Purchaser or any of its affiliates as a reason for
the
assertion of a condition.

Closing Comments
      As appropriate, please amend your document in response to
these
comments.  You may wish to provide us with marked copies of the
amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.  In addition, depending upon your response to these
comments, a supplement may need to be sent to security holders.

	In connection with responding to our comments, please
provide,
in writing, a statement from all filing persons acknowledging
that:

* you are responsible for the adequacy and accuracy of the
disclosure
in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* you may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3345.

      						Sincerely,



							Michael Pressman
							Office of Mergers
and Acquisitions

May 11, 2005
Page 3



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

         DIVISION OF
CORPORATION FINANCE