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<SEC-DOCUMENT>0000950152-04-000722.txt : 20040204
<SEC-HEADER>0000950152-04-000722.hdr.sgml : 20040204
<ACCEPTANCE-DATETIME>20040204121716
ACCESSION NUMBER:		0000950152-04-000722
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20040204
GROUP MEMBERS:		BRUCE R. BERKOWITZ

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GLADSTONE COMMERCIAL CORP
		CENTRAL INDEX KEY:			0001234006
		STANDARD INDUSTRIAL CLASSIFICATION:	LESSORS OF REAL PROPERTY, NEC [6519]
		IRS NUMBER:				020681276
		STATE OF INCORPORATION:			MD

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-79173
		FILM NUMBER:		04565627

	BUSINESS ADDRESS:	
		STREET 1:		1750 TYSON'S BLVD.
		CITY:			MCLEAN
		STATE:			VA
		ZIP:			22102

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FAIRHOLME CAPITAL MANAGEMENT LLC
		CENTRAL INDEX KEY:			0001056831
		IRS NUMBER:				223526594
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		51 JFK PKWY
		CITY:			SHORT HILLS
		STATE:			NJ
		ZIP:			07078
		BUSINESS PHONE:		9733796557

	MAIL ADDRESS:	
		STREET 1:		51 JFK PARKWAY
		CITY:			SHORT HILLS
		STATE:			NJ
		ZIP:			07078
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>l05446asc13g.txt
<DESCRIPTION>SC 13G
<TEXT>
<PAGE>


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

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934

                              Amendment No.: _____

                           Gladstone Commercial Corp.
                           --------------------------
                                 Name of Issuer

                                  Common Stock
                                  ------------
                          Title of Class of Securities

                                    376536108
                                    ---------
                                  CUSIP Number

                                December 31, 2003
                                -----------------
             (Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)

*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 the
disclosures provided in a prior cover page.

The information required in 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).

<PAGE>


CUSIP Number: 376536108

1.  Name of Reporting Person
    I.R.S. Identification No. of Above Person

          Fairholme Capital Management, L.L.C.

2.  Check the Appropriate Box if a Member of a Group

          a.
          b.  X

3.  SEC Use Only


4.  Citizenship or Place of Organization

          Delaware

Number of Shares Beneficially Owned by Each Reporting Person
With:

5.  Sole Voting Power:  400,000


6.  Shared Voting Power:  0


7.  Sole Dispositive Power:  400,000


8.  Shared Dispositive Power:  0


9.  Aggregate Amount Beneficially Owned by Each Reporting Person:  400,000

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]


11. Percent of Class Represented by Amount in Row (9)  5.2%


12. Type of Reporting Person

          IA




<PAGE>
CUSIP Number: 376536108

1.  Name of Reporting Person
    I.R.S. Identification No. of Above Person

          Bruce R. Berkowitz

2.  Check the Appropriate Box if a Member of a Group

          a.
          b.  X

3.  SEC Use Only


4.  Citizenship or Place of Organization:  New Jersey

Number of Shares Beneficially Owned by Each Reporting Person
With:

5.  Sole Voting Power:  400,000


6.  Shared Voting Power:  0


7.  Sole Dispositive Power:  400,000


8.  Shared Dispositive Power:  0


9.  Aggregate Amount Beneficially Owned by Each Reporting Person: 400,000


10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]


11. Percent of Class Represented by Amount in Row (9)  5.2%


12. Type of Reporting Person

          IN



<PAGE>
CUSIP Number: 376536108

Item 1(a) Name of Issuer:  Gladstone Commercial Corp.

      (b) Address of Issuer's Principal Executive Offices:

          1616 Anderson Road, Suite 208
          McLean, VA 22102

Item 2(a) - (b).  Name and Principal Business Address of Persons Filing:

          Fairholme Capital Management, L.L.C. ("FCM")
          51 JFK Parkway
          Short Hills, New Jersey 07078

          Bruce R. Berkowitz
          Fairholme Capital Management, L.L.C.
          51 JFK Parkway
          Short Hills, New Jersey 07078

Item 2(c). Citizenship:

          FCM is a limited liability company organized under the laws of
          Delaware and Mr. Berkowitz is a resident of New Jersey

    (d)   Title of Class of Securities:  Common Stock

    (e)   CUSIP Number: 376536108

Item 3.   If this statement is filed pursuant to Rule 13d-1(b)(1) or
          13d-2(b) or (c) check whether the person filing is:

    (a)   / / Broker or dealer registered under Section 15 of the Act,

    (b)   / / Bank as defined in Section 3(a)(6) of the Act,

    (c)   / / Insurance Company as defined in Section 3(a)(19) of the Act,

    (d)   / / Investment Company registered under Section 8 of the Investment
              Company Act,

    (e)   /X/ Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),

    (f)   / / An employee benefit plan or endowment fund in accordance
              withss.240.13d-1(b)(1)(ii)(F);

    (g)   / / A parent holding company or control person in accordance
              withss.240.13d-1(b)(1)(ii)(G);

    (h)   / / A savings association as defined in Section 3(b) of the Federal
              Deposit Insurance Act (12 U.S.C. 1813);

    (i)   / / A church plan that is excluded from the definition of an
              investment company under section 3(c)(14) of the Investment
              Company Act of 1940 (15 U.S.C. 80a-3);

    (j)   / / Group, in accordance withss.240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

         (a)  Amount Beneficially Owned: 400,000 shares of common stock are
              owned, in the aggregate, by various investment vehicles managed by
              FCM. Because Mr. Berkowitz has voting and dispositive power over


<PAGE>
CUSIP Number: 376536108

              all shares beneficially owned by FCM, he is deemed to have
              beneficial ownership of all such shares so reported herein.

         (b)  Percent of Class: 5.2%
         (c)  Number of shares as to which each of the reporting persons has:

<TABLE>
<S>                    <C>
              (i)      Sole power to vote or to direct the vote: 400,000
                                                                 -------
              (ii)     Shared power to vote or to direct the vote: 0.
                                                                   -
              (iii)    Sole power to dispose or to direct the disposition of:400,000.
                                                                             -------
              (iv)     Shared power to dispose or to direct the disposition of: 0.
                                                                                -
</TABLE>

              Instruction. For computations regarding securities which
              represent a right to acquire an underlying security
              seess.240.13d-3(d)(1).



Item 5.  Ownership of Five Percent or Less of a Class.

         N/A


Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

         The investment vehicles managed by FCM have the right to receive
         dividends from, and the proceeds of sale from, the shares of common
         stock to which this Schedule 13G relates.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported by the Parent Holding Company.

         N/A

Item 8.  Identification and Classification of Members of the Group.

         N/A

Item 9.  Notice of Dissolution of the Group.

         N/A

Item 10.

         Certification for Rule 13d-1(b): By signing below I certify that, to
         the best of my knowledge and belief, the securities referred to above
         were acquired and are held in the ordinary course of business and were
         not acquired and are not held for the purpose of or with the effect of
         changing or influencing the control of the issuer of the securities
         and were not acquired and are not held in connection with or as a
         participant in any transaction having that purpose or effect.

<PAGE>





                                    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.



                                            February 3, 2004
                                            ----------------
                                            Date

                                            FAIRHOLME CAPITAL MANAGEMENT, L.L.C.


                                            /s/Bruce R. Berkowitz
                                            --------------------------
                                            Bruce R. Berkowitz, Managing Member
                                            Name/Title







                                            February 3, 2004
                                            ----------------
                                            Date




                                            /s/Bruce R. Berkowitz
                                            --------------------------
                                            Bruce R. Berkowitz









</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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