Capital Properties Inc/RI – ‘SC 14D9/A’ on 5/31/05 re: Capital Properties Inc/RI – ‘COVER’

On:  Tuesday, 5/31/05, at 3:57pm ET   ·   Private-to-Public:  Document ¶  –  Release Delayed to:  7/19/06   ·   Accession #:  950135-5-3099   ·   File #:  5-06037

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Amendment to Tender-Offer Solicitation/Recommendation Statement   —   Sch. 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9/A   Capital Properties, Inc.                               5     20K 
 3: COVER     ¶ Comment-Response or Cover Letter to the SEC            2±     3K 
 2: CORRESP   ¶ Comment-Response or Other Letter to the SEC            1      2K 

Delayed-Release ‘COVER’   —   Comment-Response or Cover Letter to the SEC

COVER
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May 31, 2005                                                                    

Securities and Exchange Commission                                              
450 Fifth Street, N.W.                                                          
Washington, D.C. 20549                                                          

Re: Capital Properties, Inc.                                                    
Amendment No. 1 to Schedule 14D-9                                               
(File No. 005-06037)                                                            

Ladies and Gentlemen:                                                           

On behalf of Capital Properties, Inc. (the "Company"), we submit
herewith via EDGAR for filing with the Securities and Exchange Commission -     
Office of Mergers and Acquisitions (the "Commission"), Amendment No. 1 to       
Schedule 14D-9 of the Company filed with the Commission on May 16, 2005 (the    
"Schedule"). We are filing this Amendment No. 1 in response to comments received
from the Commission on May 26, 2005. In response to those comments, we have made
the following changes:                                                          

-   Revised paragraph 3 of Item 3 of the Schedule to include a description of   
the contents of the letter sent to Mercury Real Estate Advisors LLC, a  
 Delaware limited liability company, Mercury Special Situations Fund LP, a
   Delaware limited partnership, and Mercury Special Situations Offshore Fund,
  Ltd., a British Virgin Islands company, and David R. Jarvis and Malcolm F.
    MacLean IV (collectively, the "Bidder") dated August 26, 2004 and filed with
the Commission on August 27, 2004 as an attachment to the Company's Form
8-K;                                                                    

-   Revised paragraph 4 of Item 3 of the Schedule to include a description of   
    the contents letter dated September 23, 2004 sent by the Bidder to the three
  independent members of the Board of Directors of the Company regarding the
Bidders objection to the Company's ownership limitations;               

-   Revised paragraph 5 of Item 3 of the Schedule to further describe the letter
  dated May 2, 2005 sent by the Bidder to the Company regarding the Bidder's
demand to inspect the books and records of the Company; and             

-   Revised paragraph 6 of Item 3 of the Schedule to set forth the reasons for  
the Company's denial of the Bidder's request to inspect the books and   
records of the Company as set forth in the letter dated May 5, 2005 from
counsel to the Company to counsel for the Bidder.                       

Please call the undersigned at (401) 274-2000 regarding this filing.            

                                                     Very truly yours,

                                                        /s/ Adam J. Gwaltney
                                                        --------------------
                                                    Adam J. Gwaltney
CCC/alq                                                                         
Attachment                                                                      
cc: Barbara J. Dreyer                                                           
Stephen J. Carlotti, Esq.                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14D9/A’ Filing		Date		Other Filings
Filed on:		5/31/05
		5/26/05
		5/16/05		8-K,  SC 14D9,  SC TO-T/A
		5/5/05
		5/2/05		10QSB,  SC TO-T
		9/23/04
		8/27/04		8-K
		8/26/04		8-K
				List all Filings