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<SEC-DOCUMENT>0000928204-06-000007.txt : 20060214
<SEC-HEADER>0000928204-06-000007.hdr.sgml : 20060214
<ACCEPTANCE-DATETIME>20060214135218
ACCESSION NUMBER:		0000928204-06-000007
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060214
DATE AS OF CHANGE:		20060214

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MHI Hospitality CORP
		CENTRAL INDEX KEY:			0001301236
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-80544
		FILM NUMBER:		06612127

	BUSINESS ADDRESS:	
		STREET 1:		814 CAPITOL LANDING ROAD
		CITY:			WILLIAMSBURG
		STATE:			VA
		ZIP:			23185
		BUSINESS PHONE:		757-229-5648

	MAIL ADDRESS:	
		STREET 1:		814 CAPITOL LANDING ROAD
		CITY:			WILLIAMSBURG
		STATE:			VA
		ZIP:			23185

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WILLIAM HARRIS INVESTORS INC
		CENTRAL INDEX KEY:			0000928204
		IRS NUMBER:				363488341
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		191 NORTH WACKER DRIVE
		STREET 2:		SUITE 1500
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60606
		BUSINESS PHONE:		3126210590

	MAIL ADDRESS:	
		STREET 1:		191 NORTH WACKER DRIVE
		STREET 2:		SUITE 1500
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60606

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HARRIS WILLIAM INVESTORS INC
		DATE OF NAME CHANGE:	19990407
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>mdh-05final.txt
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20594


SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No 1 - FINAL)*


MHI Hospitality Corp
(Name of Issuer)

REIT, $0.01 par value
(Title of Class of Securities)

55302L-10-2
(CUSIP Number)


Check the following box if a fee is being paid with this statement
[   ].  (A fee is not required only if the filing person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*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).


1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris William Investors (William Harris Investors, Inc.)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [    ]
(b) [    ]

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
284,000

6 SHARED VOTING POWER
19,500

7 SOLE DISPOSITIVE POWER
303,500

8 SHARED DISPOSITIVE POWER
2,550

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
306,050

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*[     ]

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.57%

12 TYPE OF REPORTING PERSON*
IA

*SEE INSTRUCTION BEFORE FILLING OUT!


SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No 1 - FINAL
Item 1(a) Name of Issuer:
MHI Hospitality Corp

Item 1(b) Address of Issuer's Principal Executive Offices:
814 Capitol Landing Road
Williamsburg, VA 23185

Item 2(a) Name of Person Filing:
William Harris Investors, Inc. (WHI)

Item 2(b) Address of Principal Business Office:
191 North Wacker Drive, Suite 1500
Chicago, IL  60606

Item 2(c) Citizenship:
The filing entity is a Delaware corporation

Item 2(d) Title of Class of Securities:
REIT, $0.01 par value

Item 2(e) CUSIP Number:
55302L-10-2

Item 3 Type of Person:
(e)[X] Investment Adviser registered under Section 203 of the
Investment Adviser Act of 1940

Item 4 Ownership at December 31, 2005:
(a) Amount beneficially owned:
306,050
(b) Percent of class:
4.57%
Number of shares as to which the filing person has:
(i) Sole power to vote or to direct the vote:
284,000
(ii) Shared power to vote or to direct the vote:
19,500
(iii) Sole power to dispose or to direct the disposition of:
303,500
(iv) Shared power to dispose or to direct the disposition of:
2,550

Item 5 Ownership of Five Percent or Less of a Class:
WHI ceases to be a 13G filer with this filing, as ownership
has dropped to less than 5%.

Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable

Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company:
Not applicable

Item 8 Identification and Classification of Members of the Group:
Not applicable

Item 9 Notice of Dissolution of Group:
Not applicable

Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having
such purpose or effect.


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.



Date: February 14, 2006

Signature:/s/ Gary Neumayer

Name/Title:Gary Neumayer, Treasurer and Chief Compliance Officer
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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