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<SEC-DOCUMENT>0001171520-06-000342.txt : 20060823
<SEC-HEADER>0001171520-06-000342.hdr.sgml : 20060823
<ACCEPTANCE-DATETIME>20060823150242
ACCESSION NUMBER:		0001171520-06-000342
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20060627
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060823
DATE AS OF CHANGE:		20060823

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRANKLIN STREET PROPERTIES CORP /MA/
		CENTRAL INDEX KEY:			0001031316
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				042724223
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-32470
		FILM NUMBER:		061050783

	BUSINESS ADDRESS:	
		STREET 1:		401 EDGEWATER PL
		STREET 2:		STE 200
		CITY:			WAKEFIELD
		STATE:			MA
		ZIP:			01880
		BUSINESS PHONE:		7815571300

	MAIL ADDRESS:	
		STREET 1:		401 EDGEWATER PLACE
		STREET 2:		STE 200
		CITY:			WAKEFIELD
		STATE:			MA
		ZIP:			01880

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FRANKLIN STREET PARTNERS LP
		DATE OF NAME CHANGE:	20010301
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>eps2241.txt
<DESCRIPTION>FRANKLIN STREET PROPERTIES CORP.
<TEXT>

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

                             ----------------------

                                   FORM 8-K/A

                                (AMENDMENT NO. 1)
                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): June 27, 2006


                        Franklin Street Properties Corp.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Maryland                    001-32470                    04-3578653
- --------------------------------------------------------------------------------
 (State or other Juris-            (Commission                 (IRS Employer
diction of incorporation)          File Number)              Identification No.)

401 Edgewater Place, Suite 200, Wakefield, Massachusetts         01880-6210
- --------------------------------------------------------------------------------
     (Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number, including area code: (781) 557-1300

                                       N/A
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

Introductory Note:

      On June 27, 2006, FSP One Overton Park LLC, a wholly-owned subsidiary of
Franklin Street Properties Corp. (the "Registrant"), consummated the acquisition
of a fifteen-story Class A office property located at 3625 Cumberland Boulevard
in Atlanta, Georgia (the "Property"). FSP One Overton Park LLC acquired the
Property from One Overton Park LLC. On June 28, 2006, the Registrant filed a
Current Report on Form 8-K (the "Current Report") to report the acquisition of
the Property. The purpose of this Amendment No. 1 to the Current Report is to
file the financial statements of the business acquired and the pro forma
financial information required by Item 9.01 of Form 8-K. The Registrant hereby
amends and restates Item 9.01 of the Current Report in its entirety as follows:

Item 9.01. Financial Statements and Exhibits.

(a)   Financial statements of businesses acquired.

      The financial statements required by this item are contained in Exhibit
      99.1 to this Amendment No. 1 to the Current Report and are incorporated
      herein by reference.

(b)   Pro forma financial information.

      The pro forma financial information required by this item is contained in
      Exhibit 99.2 to this Amendment No. 1 to the Current Report and is
      incorporated herein by reference.

(c)   Shell company transactions.

      Not applicable.

(d)   Exhibits.

      See Exhibit Index attached hereto.


                                        2
<PAGE>

                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                 FRANKLIN STREET PROPERTIES CORP.

Date: August 23, 2006            By: /s/ George J. Carter
                                     ---------------------------------------
                                     George J. Carter
                                     President and Chief Executive Officer


                                        3
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.         Description
- -----------         -----------

2.1*                Agreement of Sale and Purchase, dated May 19, 2006, by and
                    between One Overton Park LLC and FSP One Overton Park LLC

23.1**              Consent of Joseph Decosimo and Company, LLC

99.1**              Financial statements of One Overton Park

99.2**              Pro forma financial information for Registrant

* Previously filed.
** Filed herewith.


                                        4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>2
<FILENAME>ex23-1.txt
<TEXT>

                                                                    Exhibit 23.1


                         CONSENT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
Franklin Street Properties Corp.
Wakefield, Massachusetts

We hereby consent to the inclusion in Amendment No. 1 to the Current Report on
Form 8-K/A of Franklin Street Properties Corp. of our report dated July 19, 2006
(the "Report"), related to our audit of the accompanying statement of revenues
and certain operating expenses of One Overton Park for the year ended December
31, 2005. We further consent to the incorporation by reference of the Report in
Form S-3 (File No. 333-134405) and Form S-8 (File No. 333-91680). Our report
refers to the fact that the statement of revenues and certain operating expenses
was prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission and is not intended to be a complete
presentation of revenues and expenses.

                                      /s/ JOSEPH DECOSIMO AND COMPANY, LLC

Atlanta, Georgia
August 22, 2006
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>ex99-1.txt
<TEXT>

                                                                    Exhibit 99.1


                          Index to Financial Statements


                                                                            Page
                                                                            ----
One Overton Park

Index to statements of revenues and certain operating expenses for the
      Period January 1, 2006 to June 26, 2006 (unaudited) and for the
      year ended December 31, 2005...........................................F-2


                                      F-1
<PAGE>

                                ONE OVERTON PARK

                             STATEMENTS OF REVENUES

                         AND CERTAIN OPERATING EXPENSES


                                    CONTENTS
- --------------------------------------------------------------------------------


INDEPENDENT AUDITORS' REPORT                                                F-3

STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES                       F-4

NOTES TO STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES              F-5


                                      F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
Franklin Street Properties Corp.
Wakefield, Massachusetts

We have audited the accompanying statement of revenues and certain operating
expenses (the "Historical Summary") of One Overton Park (the "Property") for the
year ended December 31, 2005. The Historical Summary is the responsibility of
the Property's management. Our responsibility is to express an opinion on the
Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulation of the Securities and Exchange Commission (for
inclusion in Form 8-K/A of Franklin Street Properties Corp.) as described in
Note 2 and is not intended to be a complete presentation of the Property's
revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the revenues and certain operating expenses described in Note
2 of One Overton Park for the year ended December 31, 2005, in conformity with
accounting principles generally accepted in the United States of America.


                                            /s/ JOSEPH DECOSIMO AND COMPANY, LLC


Atlanta, Georgia
July 19, 2006


                                      F-3
<PAGE>

                                ONE OVERTON PARK
              STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES
- --------------------------------------------------------------------------------

                                                 January 1, 2006    Year Ended
                                                       to          December 31,
                                                  June 26, 2006        2005
                                                 ---------------   ------------
                                                   (Unaudited)
REVENUES
     Rental income                                  $2,294,304       $3,200,963
     Reimbursement income                            1,217,547        1,418,156
     Percentage rent                                    35,326           60,727
     Other income                                       49,127           79,208
                                                    ----------       ----------
                                                     3,596,304        4,759,054
                                                    ----------       ----------

CERTAIN OPERATING EXPENSES
     Real estate taxes                                 336,251          628,721
     Cleaning                                          156,626          250,095
     Repairs and maintenance                           114,705          204,321
     Salaries                                          180,142          387,266
     Building management services                      330,167          640,487
     Utilities                                         280,729          472,434
     Insurance                                          32,508           58,244
                                                    ----------       ----------
                                                     1,431,128        2,641,568
                                                    ----------       ----------
REVENUES IN EXCESS OF
     CERTAIN OPERATING EXPENSES                     $2,165,176       $2,117,486
                                                    ==========       ==========


         The accompanying notes are an integral part of the statement of
                    revenues and certain operating expenses.


                                      F-4
<PAGE>

                                ONE OVERTON PARK

         NOTES TO STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES
         For the Period January 1, 2006 to June 26, 2006 (unaudited) and
                          Year Ended December 31, 2005
- --------------------------------------------------------------------------------

NOTE 1 - DESCRIPTION OF PROPERTY

One Overton Park is a 15-story office building with 387,267 rentable square feet
(unaudited) located in the northwest market of Atlanta, Georgia. The Property
was owned by One Overton Park LLC and sold to FSP One Overton Park LLC (the
"Company"), a wholly-owned subsidiary of Franklin Street Properties Corp., on
June 27, 2006.

NOTE 2 - BASIS OF PRESENTATION

The statement of revenues and certain operating expenses has been prepared for
the purpose of complying with the provisions of Rule 3-14 of Regulation S-X
promulgated by the Securities and Exchange Commission (the "SEC"), which
requires certain information with respect to real estate operations to be
included with certain filings with the SEC. This Historical Summary includes the
historical revenues and certain operating expenses of the Property, exclusive of
items which may not be comparable to the proposed future operations of the
Property.

NOTE 3 - USE OF ESTIMATES

The preparation of the Historical Summary in conformity with accounting
principles generally accepted in the United States of America requires the
Property's management to make estimates and assumptions that affect the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION - The Property's operations consist of rental income earned
from tenants under leasing arrangements which generally provide for minimum
rents, escalations, charges to tenants for their pro rata share of real estate
taxes and operating expenses. All leases have been accounted for as operating
leases. Rental income is recognized by amortizing the aggregate lease payments
on a straight-line basis over the terms of the leases, which amounted to an
increase in rental income of approximately $1,414,296 for the year ended
December 31, 2005. Reimbursement income consists of recovery of certain basic
operating costs and is recognized as revenue in the period the costs are
incurred. Revenues also include percentage rent that certain tenants are
required to pay in accordance with the terms of their leases; these revenues are
recognized as income when earned and their amounts can be reasonably estimated.

BAD DEBT EXPENSE - Bad debts are recorded under the specific identification
method whereby uncollectible receivables are directly written off when
identified.

REPAIRS AND MAINTENANCE - Expenditures for repairs and maintenance are expensed
as incurred.

UNAUDITED INTERIM STATEMENT - The statement of revenue and certain expenses for
the period January 1 to June 26, 2006 is unaudited. In the opinion of
management, the statement reflects all adjustments necessary for a fair
presentation of the results of the interim period. All such adjustments are of a
normal recurring nature.


                                      F-5
<PAGE>

                                ONE OVERTON PARK

         NOTES TO STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES
         For the Period January 1, 2006 to June 26, 2006 (unaudited) and
                          Year Ended December 31, 2005
- --------------------------------------------------------------------------------

NOTE 5 - CONCENTRATION OF RISKS

Three tenants accounted for approximately 27%, 15% and 10% of gross revenue,
respectively for 2005.

NOTE 6 - LEASES

The aggregate annual minimum future rental revenue on noncancelable operating
leases in effect at December 31, 2005, is as follows:

Year Ending
   December 31, 2006                                               $  3,196,953
   December 31, 2007                                                  5,034,115
   December 31, 2008                                                  5,251,696
   December 31, 2009                                                  5,226,936
   December 31, 2010                                                  5,196,764
   Later Years                                                       21,250,538
                                                                   ------------
                                                                   $ 45,157,002
                                                                   ============

Total minimum future rental income represents the base rent, including base year
operating expenses, that tenants are required to pay under the terms of their
leases exclusive of charges for contingent rents, real estate taxes and
operating cost escalations.


                                      F-6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>ex99-2.txt
<TEXT>

                                                                    Exhibit 99.2


       SELECTED COMBINING CONDENSED CONSOLIDATED PRO FORMA FINANCIAL DATA

      The following unaudited pro forma financial information of Franklin Street
Properties Corp. ("FSP Corp." or the "Registrant") gives effect to the
acquisition of a property ("One Overton Park") on June 27, 2006 by FSP One
Overton Park LLC (the "Purchaser"), a wholly-owned subsidiary of FSP Corp. and
the acquisition by merger (the "2006 Merger") of FSP Willow Bend Office Center
Corp. ("Willow Bend"), FSP Innsbrook Corp. ("Innsbrook"), FSP 380 Interlocken
Corp. ("380 Interlocken"), FSP Blue Lagoon Drive Corp. ("Blue Lagoon"), and FSP
Eldridge Green Corp. ("Eldridge") (collectively, the "Target REITs") by five
wholly-owned acquisition subsidiaries of FSP Corp., which was consummated on
April 30, 2006 and previously reported in Current Reports on Form 8-K filed on
May 4, 2006 and May 22, 2006. In addition, the following unaudited pro forma
financial information gives effect to the 2005 Merger (as defined in note (g) to
these Combining Condensed Consolidated Pro Forma Statements of Income).

      The unaudited pro forma financial information has been prepared based upon
certain pro forma adjustments to the historical consolidated financial
statements of FSP Corp., One Overton Park and the Target REITs. FSP Corp.'s
consolidated balance sheet as of June 30, 2006 reflects the acquisition of One
Overton Park and the Target REITs; therefore a pro forma balance sheet is not
presented. The pro forma consolidated statements of income for the six months
ended June 30, 2006 and for the year ended December 31, 2005 are presented as if
the acquisitions occurred at the beginning of the periods presented.

      Certain balances in One Overton Park and the Target REIT financial
statements have been reclassified to conform to FSP Corp.'s presentation.

      The unaudited pro forma financial information has been derived from the
consolidated financial statements of FSP Corp., One Overton Park and the Target
REITs and should be read in conjunction with those financial statements and the
accompanying notes. For FSP Corp., please refer to its quarterly report on Form
10-Q for the quarter ended June 30, 2006.

      The unaudited pro forma consolidated financial statement data are not
necessarily indicative of what the actual financial position or results of
operations of the combined companies would have been as of the date or for the
period indicated, nor do they purport to represent the financial position or
results of operations of the combined companies as of or for any future period.


                                      P-1
<PAGE>

                        Franklin Street Properties Corp.
         Combining Condensed Consolidated Pro Forma Statements of Income
                            For the Six Months Ended
                                  June 30, 2006
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    2006 Merger        One Overton
                                                                     Pro Forma            Park
                                                   Historical        Adjustment        Acquisition
(in thousands, except per share amounts)           FSP Corp.            (d)                (c)               Pro Forma
- -------------------------------------------------------------------------------------------------------    --------------

<S>                                                  <C>                <C>               <C>                 <C>
Revenue:
     Rental income                                   $44,844            $8,111            $3,530              $56,485
Related party revenue:
     Syndication fees                                  5,426                --                --                5,426
     Transaction fees                                  5,408                --                --                5,408
     Management fees and interest on loans               869               (88)               --                  781
     Other                                                22                --                49                   71
- -------------------------------------------------------------------------------------------------------    --------------
Total revenue                                         56,569             8,023             3,579               68,171
- -------------------------------------------------------------------------------------------------------    --------------
Expenses:
     Rental operating expenses                         9,783             1,977             1,095               12,855
     Real estate taxes and insurance                   5,944             1,195               336                7,475
     Depreciation and amortization                    10,733             2,324             1,296               14,353
                                                                                                                    -
     Selling, general and administrative               3,758                --                --                3,758
     Commissions                                       2,832                --                --                2,832
     Interest                                          1,140                --                --                1,140
- -------------------------------------------------------------------------------------------------------    --------------
Total expenses                                        34,190             5,496             2,727               42,413
- -------------------------------------------------------------------------------------------------------    --------------

Income before interest income,
     equity in earnings in non-consolidated
     REITs, taxes, discontinued operations
     and gain on sales of properties                  22,379             2,527               852               25,758
   Interest Income                                     1,345               241                --                1,586
   Equity in income of non-consolidated
     REITs                                               236               (75)               --                  161
   Taxes on income (a)                                  (404)               --                --                 (404)
Income from discontinued operations                    1,952                --                --                1,952
   Gain on sale of properties                         28,108                --                --               28,108
- -------------------------------------------------------------------------------------------------------    --------------
Net income                                           $53,616            $2,693              $852              $57,161
=======================================================================================================    ==============

Weighted average shares outstanding,
     basic and diluted                                63,492                                                   70,776
- -------------------------------------------------------------------------------------------------------------------------

Income per share attributable to:
   Continuing operations                             $  0.37                                                  $  0.38
   Discontinued operations                              0.03                                                  $  0.03
   Gain on sale of properties, net                      0.44                                                  $  0.40
- --------------------------------------------------------------------------------------------------------------------------
Basic and diluted net income per share               $  0.84                                                  $  0.81
==========================================================================================================================
</TABLE>


                                      P-2
<PAGE>

                        Franklin Street Properties Corp.
         Combining Condensed Consolidated Pro Forma Statements of Income
                               For the Year Ended
                                December 31, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             2005 Merger    2006 Merger    One Overton
                                                                Pro Forma     Pro Forma      Pro Forma         Park
                                                 Historical    Adjustments    Adjustment    Adjustment     Acquisition
(in thousands, except per share amounts)         FSP Corp.         (b)           (g)            (f)            (e)         Pro Forma
- ------------------------------------------------------------------------------------------------------------------------  ----------
<S>                                                <C>           <C>             <C>           <C>             <C>         <C>
Revenue:
     Rental income                                 $75,896       $(10,114)       $6,633        $24,751         $4,644      $101,810
Related party revenue:
     Syndication fees                                9,268             --            --             --             --         9,268
     Transaction fees                                9,412             --            --             --             --         9,412
     Management fees and interest on loans           1,807             --           (77)          (264)            --         1,466
     Other                                              10            (10)           --             --             79            79
- ------------------------------------------------------------------------------------------------------------------------  ----------
Total revenue                                       96,393        (10,124)        6,556         24,487          4,723       122,035
- ------------------------------------------------------------------------------------------------------------------------  ----------
Expenses:
     Rental operating expenses                      17,350         (2,557)        1,556          4,826          1,955        23,130
     Real estate taxes and insurance                10,105           (953)          818          3,602            687        14,259
     Depreciation and amortization                  15,927         (1,925)        1,648          6,972          2,592        25,214
                                                                                                                                  -
     Selling, general and administrative             7,452             --           495            588             --         8,535
     Commissions                                     5,005             --            --             --             --         5,005
     Interest                                        2,997             --            --             --             --         2,997
- ------------------------------------------------------------------------------------------------------------------------  ----------
Total expenses                                      58,836         (5,435)        4,517         15,988          5,234        79,140
- ------------------------------------------------------------------------------------------------------------------------  ----------

Income (loss) before interest income,
     equity in earnings in non-consolidated
     REITs, taxes, discontinued operations
     and gain on sales of properties                37,557         (4,689)        2,039          8,499           (511)       42,895
   Interest Income                                   1,588             --           112            384             --         2,084
   Equity in income of non-consolidated
     REITs                                           1,397             --            --           (248)            --         1,149
   Taxes on income (a)                                (422)            --            --             --             --          (422)
Income from discontinued operations                  4,503          4,689            --             --             --         9,192
   Gain on sale of properties                       30,493             --            --             --             --        30,493
- ------------------------------------------------------------------------------------------------------------------------  ----------
Net income (loss)                                  $75,116       $     --        $2,151        $ 8,635         $ (511)     $ 85,391
========================================================================================================================  ==========

Weighted average shares outstanding,
     basic and diluted                              56,847                                                                   71,431
- ------------------------------------------------------------------------------------------------------------------------------------

Income per share attributable to:
   Continuing operations                           $  0.70                                                                 $   0.64
   Discontinued operations                            0.08                                                                 $   0.13
   Gain on sale of properties, net                    0.54                                                                 $   0.43
- ------------------------------------------------------------------------------------------------------------------------------------
Basic and diluted net income per share             $  1.32                                                                 $   1.20
====================================================================================================================================
</TABLE>


                                      P-3
<PAGE>

                        FRANKLIN STREET PROPERTIES CORP.
    NOTES TO COMBINING CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS
                                   (Unaudited)

BASIS OF PRESENTATION

      The following unaudited combining condensed consolidated pro forma
financial statement presentation has been prepared based upon certain pro forma
adjustments to the historical consolidated financial statements of FSP Corp. The
pro forma statements of income are presented as if the acquisition and mergers
occurred as of the beginning of the periods presented.

      Each of the acquisition of One Overton Park on June 27, 2006 and the 2006
Merger has been treated as a purchase of assets. One Overton Park and the Target
REITs' assets and liabilities have been recorded on FSP Corp.'s books at their
fair value as of the effective date of the mergers as determined in accordance
with generally accepted accounting principles in the United States (or "GAAP").

PRO FORMA ADJUSTMENTS

      Certain assumptions regarding the operations of FSP Corp. have been made
in connection with the preparation of the combining condensed consolidated
financial pro forma information. These assumptions are as follows:

      (a)   FSP Corp. and each of the Target REITs have elected to be, and are
            qualified as, a real estate investment trust for federal income tax
            purposes. Each entity has met the various required tests; therefore,
            no provision for federal or state income taxes has been reflected on
            real estate operations.

            FSP Corp. has subsidiaries which are not in the business of real
            estate operations. Those subsidiaries are taxable as real estate
            investment trust subsidiaries, or TRS, and are subject to income
            taxes at statutory tax rates. The taxes on income shown in the pro
            forma statements of income are the taxes on income of the TRS. There
            are no material items that would cause a deferred tax asset or a
            deferred tax liability.

      (b)   The pro forma adjustments reflect the adjustments needed to classify
            the operations of three properties sold or held for sale subsequent
            to December 31, 2005 as discontinued operations.


                                      P-4
<PAGE>

                        FRANKLIN STREET PROPERTIES CORP.
    NOTES TO COMBINING CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS
                                   (Unaudited)

      (c)   The following table combines the historical operations of the One
            Overton Park for the period starting January 1, 2006 through the
            acquisition date.

<TABLE>
<CAPTION>
                                                 One Overton      Adjustments
(in thousands)                                       Park       resulting from     Pro Forma
                                                  Historical      Acquisition     Adjustment
                                                 -----------    --------------    ----------

<S>                                                <C>             <C>             <C>
Revenue:
Rental (1)                                         $  3,548        $    (18)       $  3,530
Management fees and interest on loans                    --              --              --
Other                                                    49              --              49
                                                   --------        --------        --------
Total revenue                                         3,597             (18)          3,579
                                                   --------        --------        --------

Expenses:
Rental operating expenses                             1,095              --           1,095
Real estate taxes and insurance                         336              --             336
Depreciation and amortization (2)                        --           1,296           1,296
Selling, general and administrative                      --              --              --
                                                   --------        --------        --------
Total expenses                                        1,431           1,296           2,727
                                                   --------        --------        --------

Income (loss) before interest income,
     equity in earnings in non-consolidated
     REITs, taxes, discontinued operations
     and gain on sales of properties                  2,166          (1,314)            852
Interest income                                          --              --              --
Equity Interest in non-consolidated REITs                --              --
                                                   --------        --------        --------
Net income                                         $  2,166        $ (1,314)       $    852
                                                   ========        ========        ========
</TABLE>

(1)   The pro forma rental adjustment includes amounts related to the
      amortization of above and/or below market leases, which are being
      amortized over the remaining non-cancelable term of the respective leases
      in accordance with SFAS 141.

(2)   The pro forma for depreciation and amortization is due to depreciation of
      the acquired building and improvements using a straight-line method over
      and estimated life of 39 years. In addition, the value of the in place
      leases (exclusive of the value of above and/or below market leases), are
      being amortized over the remaining non-cancelable term of the respective
      leases in accordance with SFAS 141.


                                      P-5
<PAGE>

                        FRANKLIN STREET PROPERTIES CORP.
    NOTES TO COMBINING CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS
                                   (Unaudited)

      (d)   The following table combines the historical operations of the 2006
            Merger for the four months ended April 30, 2006.

<TABLE>
<CAPTION>
                                                                                                      Adjustments
(in thousands)                          Willow                     380         Blue                 resulting from    Pro Forma
                                         Bend     Innsbrook    Interlocken    Lagoon    Eldridge      2006 Merger     Adjustment
                                        ------    ---------    -----------    ------    --------    --------------    ----------
<S>                                     <C>         <C>          <C>          <C>        <C>             <C>            <C>
Revenue:
Rental (1)                              $  764      $1,846       $1,856       $1,801     $2,141          $ (297)        $8,111
Management fees and
   interest on loans (2)                    --          --           --           --         --             (88)           (88)
                                        ------      ------       ------       ------     ------          ------         ------
Total revenue                              764       1,846        1,856        1,801      2,141            (385)         8,023
                                        ------      ------       ------       ------     ------          ------         ------

Expenses:
Rental operating expenses (2)              274         731          589          114        357             (88)         1,977
Real estate taxes and
   insurance                               128         131          397          219        320              --          1,195
Depreciation and
   amortization (3)                        222         356          318          479        367             582          2,324
Selling, general and
   administrative (4)                       69         123          125          150        121            (588)            --
                                        ------      ------       ------       ------     ------          ------         ------
Total expenses                             693       1,341        1,429          962      1,165             (94)         5,496
                                        ------      ------       ------       ------     ------          ------         ------

Income (loss) before interest
   income, equity in earnings
   in non-consolidated REITs,
   taxes, discontinued operations
   and gain on sales of properties          71         505          427          839        976            (291)         2,527
Interest income                             17          38           71           77         38              --            241
Equity Interest in
   non-consolidated REITs (5)               --          --           --           --         --             (75)           (75)
                                        ------      ------       ------       ------     ------          ------         ------
Net income (loss)                       $   88      $  543       $  498       $  916     $1,014          $ (366)        $2,693
                                        ======      ======       ======       ======     ======          ======         ======
</TABLE>

(1)   The pro forma rental adjustment includes amounts related to the
      amortization of above and/or below market leases, which are being
      amortized over the remaining non-cancelable term of the respective leases
      in accordance with SFAS 141.
(2)   Management fees of $88,000 charged by FSP Corp. to the Target REITs for
      the four months ended April 30, 2006 have been eliminated from revenue and
      expenses.
(3)   The pro forma for depreciation and amortization is due to depreciation of
      the acquired building and improvements using a straight-line method over
      and estimated life of 39 years. In addition, the value of the in place
      leases (exclusive of the value of above and/or below market leases), are
      being amortized over the remaining non-cancelable term of the respective
      leases in accordance with SFAS 141.
(4)   Costs of the 2006 Merger to the Target REITs were approximately $588,000
      and are reflected as incurred in the period ending December 31, 2005, and
      are recorded as an administrative expense. (5) The $75,000 of equity in
      earnings of non-consolidated REITs for the four months ended April 30,
      2006 related to FSP Corp.'s investment in Blue Lagoon has been eliminated
      from revenue.


                                      P-6
<PAGE>

                        FRANKLIN STREET PROPERTIES CORP.
    NOTES TO COMBINING CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS
                                   (Unaudited)

      (e)   The following table combines the historical operations of One
            Overton Park for the year ended December 31, 2005.

<TABLE>
<CAPTION>
                                               One Overton     Adjustments
(in thousands)                                     Park      resulting from   Pro Forma
                                                Historical     Acquisition    Adjustment
                                               -----------   --------------   ----------

<S>                                              <C>            <C>            <C>
Revenue:
Rental (1)                                       $  4,680       $    (36)      $  4,644
Management fees and interest on loans                  --             --             --
Other                                                  79             --             79
                                                 --------       --------       --------
Total revenue                                       4,759            (36)         4,723
                                                 --------       --------       --------

Expenses:
Rental operating expenses                           1,955             --          1,955
Real estate taxes and insurance                       687             --            687
Depreciation and amortization (2)                      --          2,592          2,592
Selling, general and administrative                    --             --             --
                                                 --------       --------       --------
Total expenses                                      2,642          2,592          5,234
                                                 --------       --------       --------

Income (loss) before interest income,
     equity in earnings in non-consolidated
     REITs, taxes, discontinued operations
     and gain on sales of properties                2,117         (2,628)          (511)
Interest income                                        --             --             --
Equity Interest in non-consolidated REITs              --             --             --
                                                 --------       --------       --------
Net income (loss)                                $  2,117       $ (2,628)      $   (511)
                                                 ========       ========       ========
</TABLE>

(1)   The pro forma rental adjustment includes amounts related to the
      amortization of above and/or below market leases, which are being
      amortized over the remaining non-cancelable term of the respective leases
      in accordance with SFAS 141.
(2)   The pro forma for depreciation and amortization is due to depreciation of
      the acquired building and improvements using a straight-line method over
      and estimated life of 39 years. In addition, the value of the in place
      leases (exclusive of the value of above and/or below market leases), are
      being amortized over the remaining non-cancelable term of the respective
      leases in accordance with SFAS 141.


                                      P-7
<PAGE>

                        FRANKLIN STREET PROPERTIES CORP.
    NOTES TO COMBINING CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS
                                   (Unaudited)

      (f)   The following table combines the historical operations of the 2006
            Merger for the year ended December 31, 2005.

<TABLE>
<CAPTION>
                                                                                                           Adjustments
                                                                                                            resulting
(in thousands)                                   Willow                    380         Blue                   from       Pro Forma
                                                  Bend      Innsbrook  Interlocken    Lagoon    Eldridge   2006 Merger   Adjustment
                                                ---------   ---------  -----------  ---------   ---------  -----------   ----------

<S>                                             <C>         <C>         <C>         <C>         <C>         <C>          <C>
Revenue:
Rental (1)                                      $   2,129   $   5,591   $   6,100   $   5,371   $   6,452   $    (892)   $  24,751
Management fees and interest on loans (2)              --          --          --          --          --        (264)        (264)
                                                ---------   ---------   ---------   ---------   ---------   ---------    ---------
Total revenue                                       2,129       5,591       6,100       5,371       6,452      (1,156)      24,487
                                                ---------   ---------   ---------   ---------   ---------   ---------    ---------

Expenses:
Rental operating expenses (2)                         860       1,528       1,442         325         935        (264)       4,826
Real estate taxes and insurance                       334         416       1,283         643         926          --        3,602
Depreciation and amortization (3)                     677       1,066         948       1,439       1,100       1,742        6,972
Selling, general and administrative (4)                --          --          --          --          --         588          588
                                                ---------   ---------   ---------   ---------   ---------   ---------    ---------
Total expenses                                      1,871       3,010       3,673       2,407       2,961       2,066       15,988
                                                ---------   ---------   ---------   ---------   ---------   ---------    ---------

Income (loss) before interest income,
     equity in earnings in
     non-consolidated REITs, taxes,
     discontinued operations
     and gain on sales of properties                  258       2,581       2,427       2,964       3,491      (3,222)       8,499
Interest income                                        48          63         111          95          67          --          384
Equity Interest in non-consolidated REITs (5)          --          --          --          --          --        (248)        (248)
                                                ---------   ---------   ---------   ---------   ---------   ---------    ---------
Net income (loss)                               $     306   $   2,644   $   2,538   $   3,059   $   3,558   $  (3,470)   $   8,635
                                                =========   =========   =========   =========   =========   =========    =========
</TABLE>

(1)   The pro forma rental adjustment includes amounts related to the
      amortization of above and/or below market leases, which are being
      amortized over the remaining non-cancelable term of the respective leases
      in accordance with SFAS 141.
(2)   Management fees of $264,000 charged by FSP Corp. to the Target REITs for
      the four months ended April 30, 2006 have been eliminated from revenue and
      expenses.
(3)   The pro forma for depreciation and amortization is due to depreciation of
      the acquired building and improvements using a straight-line method over
      and estimated life of 39 years. In addition, the value of the in place
      leases (exclusive of the value of above and/or below market leases), are
      being amortized over the remaining non-cancelable term of the respective
      leases in accordance with SFAS 141.


                                      P-8
<PAGE>

(4)   Costs of the 2006 Merger to the Target REITs were approximately $588,000
      and are reflected as incurred in the period ending December 31, 2005, and
      are recorded as an administrative expense.
(5)   The $248,000 of equity in earnings of non-consolidated REITs for the four
      months ended April 30, 2006 related to FSP Corp.'s investment in Blue
      Lagoon has been eliminated from revenue.


                                      P-9
<PAGE>

                        FRANKLIN STREET PROPERTIES CORP.
    NOTES TO COMBINING CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS
                                   (Unaudited)

      (g)   The following table combines the historical operations of the 2005
            Merger (as defined below) for the four months ended April 30, 2005.
            The 2005 Merger refers to the acquisition by merger of FSP Addison
            Circle Corp., FSP Collins Crossing Corp., FSP Montague Business
            Center Corp., and FSP Royal Ridge Corp. (collectively, the "2005
            Target REITs") by four wholly-owned acquisition subsidiaries of FSP
            Corp., which was consummated on April 30, 2005 and previously
            reported in FSP Corp.'s Current Report on Form 8-K filed on May 4,
            2005.

<TABLE>
<CAPTION>
                                                                     Adjustments
(in thousands)                                      2005 Merger    resulting from        Pro Forma
                                                     Historical      2005 Merger        Adjustment
                                                   -------------    -------------     -------------

<S>                                                <C>              <C>               <C>
Revenue:
Rental (1)                                         $       7,141    $        (508)    $       6,633
Management fees and interest on loans (2)                     --              (77)              (77)
                                                   -------------    -------------     -------------
Total revenue                                              7,141             (585)            6,556
                                                   -------------    -------------     -------------

Expenses:
Rental operating expenses (2)                              1,633              (77)            1,556
Real estate taxes and insurance                              818               --               818
Depreciation and amortization (3)                          1,371              277             1,648
Selling, general and administrative (4)                      143              352               495
                                                   -------------    -------------     -------------
Total expenses                                             3,965              552             4,517
                                                   -------------    -------------     -------------

Income (loss) before interest income,
     equity in earnings in non-consolidated
     REITs, taxes, discontinued operations
     and gain on sales of properties                       3,176           (1,137)            2,039
Interest income                                              112               --               112
Equity Interest in non-consolidated REITs                     --               --                --
                                                   -------------    -------------     -------------
Net income (loss)                                  $       3,288    $      (1,137)    $       2,151
                                                   =============    =============     =============
</TABLE>

(1)   The pro forma rental adjustment includes amounts related to the
      amortization of above and/or below market leases, which are being
      amortized over the remaining non-cancelable term of the respective leases
      in accordance with SFAS 141.
(2)   Management fees of $77,000 charged by FSP Corp. to the 2005 Target REITs
      for the four months ended April 30, 2005 have been eliminated from revenue
      and expenses.
(3)   The pro forma for depreciation and amortization is due to depreciation of
      the acquired building and improvements using a straight-line method over
      and estimated life of 39 years. In addition, the value of the in place
      leases (exclusive of the value of above and/or below market leases), are
      being amortized over the remaining non-cancelable term of the respective
      leases in accordance with SFAS 141.
(4)   Costs of the 2005 Merger to the 2005 Target REITs were approximately
      $495,000 and are reflected as incurred in the period ending December 31,
      2005, and are recorded as an administrative expense.


                                      P-10
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
