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

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 ‘CORRESP’   —   Comment-Response or Other Letter to the SEC

CORRESP
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May 31, 2005                                                                    

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

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

Ladies and Gentlemen:                                                           

        In connection with those certain comments received by the Securities and
Exchange Commission -- Office of Mergers and Acquisitions (the "Commission")    
regarding the Company's Schedule 14D-9 filed with the Commission on May 16,     
2005, we hereby acknowledge that:                                               

-   the Company is responsible for the adequacy and accurateness of the 
disclosures made in its filings;                                

  -   Commission staff comments or changes to the Company's disclosures made
in response to Commission staff comments does not foreclose the 
      Commission from taking any action with respect to the Company's filing
of its Schedule 14D-9; and                                      

 -   without prejudice to the Company's right to disclose Commission staff
   comments and the Company's responses thereto in any proceeding, the
    Company may not assert Commission staff comments as a defense in any
      proceeding initiated by the Commission or any person under the Federal
securities laws of the United States.                           

                                   Very truly yours,

                                              Barbara J. Dreyer, Treasurer

CCC/alq                                                                         
Attachment                                                                      
cc: 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
		5/16/05		8-K,  SC 14D9,  SC TO-T/A
				List all Filings