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| Maryland                                                                                                                               |   | 76-0594970                                |
|----------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------|
| (State      or other jurisdiction ofincorporation      or organization)                                                                |   | (I.R.S.      Employee Identification No.) |
|                                                                                                                                   |   |                                      |
| 2600      South Gessner, Suite 500Houston,      Texas(Address      of principal executive offices)                                     |   | 77063(Zip      Code)                      |
|                                                                                                                                   |   |                                      |
| Registrant’s      telephone number, including area code: (713) 827-9595                                                          |
|                                                                                                                                   |
| Securities registered pursuant      to Section 12(b) of the Act:None                                                                   |
|                                                                                                                                   |   |                                      |
| Securities      registered pursuant to Section 12(g) of the Act:Common      Shares of Beneficial Interest, par value $0.001 per  share |

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|          |                                      | Page   |
|---------------|-------------------------------------------|--------|
| PART      IV. |                                      |   |
| Item 15.      | Exhibits and Financial StatementSchedules | 1      |
| Signatures    |                                      |   |

Item 15. Exhibits and Financial Statement Schedules

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

| 3.1    | Declaration      of Trust of Whitestone REIT, a Maryland real estate investment trust      (previously filed as and incorporated by reference to Exhibit 3.1 to the      Registrant’s Registration Statement on Form S-11/A, Commission File No.      333-111674, filed on May 24, 2004)  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                            |
| 3.2    | Articles      of Amendment and Restatement of Declaration of Trust of Whitestone REIT      (previously filed as and incorporated by reference to Exhibit 3.2 to the      Registrant’s Registration Statement on Form S-11/A, Commission File No.      333-111674, filed on July 29, 2004) |
|   |                                                                                                                                                                                                                                                                                            |
| 3.3    | Articles      Supplementary (previously filed as and incorporated by reference to      Exhibit 3(i).1 to the Registrant’s Current Report on Form 8-K, Commission      File No. 000-50256, filed on December 6, 2006)                                                                      |
|   |                                                                                                                                                                                                                                                                                            |
| 3.4    | Bylaws      (previously filed as and incorporated by reference to Exhibit 3.2 to the      Registrant’s Registration Statement on Form S-11, Commission File No.      333-111674, filed on December 31, 2003)                                                                              |
|   |                                                                                                                                                                                                                                                                                            |
| 3.5    | First      Amendment to Bylaws (previously filed as and incorporated by reference to      Exhibit 3(ii).1 to the Registrant’s Current Report on Form 8-K, Commission      File No. 000-50256, filed on December 6, 2006)                                                                  |
|   |                                                                                                                                                                                                                                                                                            |
| 3.6    | Second      Amendment to Bylaws (previously filed as and incorporated by reference to      Exhibit 3(i).1 to the Registrant’s Current Report on Form 8-K, Commission      File No. 000-50256, filed on March 3, 2008)                                                                     |
|   |                                                                                                                                                                                                                                                                                            |
| 3.7    | Third      Amendment to Bylaws (previously filed as and incorporated by reference to      Exhibit 3(i).1 to the Registrant’s Current Report on Form 8-K, Commission      File No. 000-50256, filed on April 14, 2008)                                                                     |
|   |                                                                                                                                                                                                                                                                                            |
| 3.8    | Restatement      of Third Amendment to Bylaws (previously filed as and incorporated by      reference to Exhibit 3(i).1 to the Registrant’s Current Report on Form      8-K, Commission File No. 000-50256, filed on April 17,    2008)                                                   |

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| 4.1    | Specimen      certificate for common shares of beneficial interest, par value $.001      (previously filed as and incorporated by reference to Exhibit 4.2 to the      Registrant’s Registration Statement on Form S-11, Commission File No.      333-111674, filed on December 31, 2003)                                                                    |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                               |
| 10.1   | Agreement      of Limited Partnership of Hartman REIT Operating Partnership, L.P.      (previously filed as and incorporated by reference to Exhibit 10.1 to the      Registrant’s General Form for Registration of Securities on Form 10, filed      on April 30, 2003)                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                               |
| 10.2   | Amended      and Restated Property Management Agreement (previously filed and      incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-K      Annual Report for the year ended December 31, 2004, filed on March 31,      2005) (terminated on October 2, 2006)                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                               |
| 10.3   | Advisory      Agreement (previously filed and incorporated by reference to Exhibit 10.3      to the Registrant’s Annual Report on Form 10-K for the year ended December      31, 2004, filed on March 31, 2005) (terminated on September 30,      2006)                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                               |
| 10.4   | Certificate      of Formation of Hartman REIT Operating Partnership II GP, LLC (previously      filed as and incorporated by reference to Exhibit 10.3 to the Registrant’s      General Form for Registration of Securities on Form 10, filed on April 30,      2003)                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                               |
| 10.5   | Limited      Liability Company Agreement of Hartman REIT Operating Partnership II GP,      LLC (previously filed as and incorporated by reference to Exhibit 10.4 to      the Registrant’s General Form for Registration of Securities on Form 10,      filed on April 30, 2003)                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                               |
| 10.6   | Agreement      of Limited Partnership of Hartman REIT Operating Partnership II, L.P.      (previously filed as and incorporated by reference to Exhibit 10.6 to the      Registrant’s General Form for Registration of Securities on Form 10, filed      on April 30, 2003)                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                               |
| 10.7   | Promissory      Note, dated December 20, 2002, between Hartman REIT Operating Partnership      II, L.P. and GMAC Commercial Mortgage Corporation (previously filed as and      incorporated by reference to Exhibit 10.7 to the Registrant’s General Form      for Registration of Securities on Form 10, filed on April 30,      2003)                      |
|   |                                                                                                                                                                                                                                                                                                                                                               |
| 10.8   | Deed      of Trust and Security Agreement, dated December 20, 2002, between Hartman      REIT Operating Partnership II, L.P. and GMAC Commercial Mortgage      Corporation (previously filed as and incorporated by reference to Exhibit      10.8 to the Registrant’s General Form for Registration of Securities on      Form 10, filed on April 30, 2003) |
|   |                                                                                                                                                                                                                                                                                                                                                               |
| 10.9   | Loan      Agreement between Hartman REIT Operating Partnership, L.P. and Union      Planter’s Bank, N.A. (previously filed as and incorporated by reference to      Exhibit 10.10 to Amendment No. 2 to the Registrant’s General Form for      Registration of Securities on Form 10, filed on August 6,      2003)                                    |
|   |                                                                                                                                                                                                                                                                                                                                                               |
| 10.11+ | Summary      Description of Whitestone REIT Trustee Compensation Arrangements      (previously filed and incorporated by reference to Exhibit 10.11 of the      Registrant’s Annual Report on Form 10-K for the year ended December 31,      2004, filed on March 31, 2005)                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                               |
| 10.12  | Form      of Agreement and Plan of Merger and Reorganization (previously filed as      and incorporated by reference to the Registrant’s Proxy Statement, filed      on April 29, 2004)                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                               |
| 10.13  | Dealer      Manager Agreement (previously filed and as incorporated by reference to      Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the year      ended December 31, 2004, Commission File No. 000-50256, Central Index Key      No. 0001175535, filed on March 31, 2005)                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                               |
| 10.14  | Escrow      Agreement (previously filed as and incorporated by reference to Exhibit      10.14 to the Registrant’s Annual Report on Form 10-K for the year ended      December 31, 2004, filed on March 31,2005)                                                                                                                                             |

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| 10.15  | Form      of Amendment to the Agreement of Limited Partnership of Hartman REIT      Operating Partnership, L.P. (previously filed in and incorporated by      reference to the Registrant’s Registration Statement on Form S-11,      Commission File No. 333-111674, filed on December 31,  2003)                                                                                                                                                                                                                        |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.16  | Revolving      Credit Agreement among Hartman REIT Operating Partnership, L.P., Hartman      REIT Operating Partnership III LP, and KeyBank National Association      (together with other participating lenders), dated June 2, 2005      (previously filed as and incorporated by reference to Exhibit 10.13 to      Post-Effective Amendment No. 1 to the Registrant’s Registration Statement      on Form S-11, Commission File No. 333-111674, filed on June 17,      2005)                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.17  | Form      of Revolving Credit Note under Revolving Credit Agreement among Hartman      REIT Operating Partnership, L.P., Hartman REIT Operating Partnership III      LP, and KeyBank National Association (together with other participating      lenders) (previously filed as and incorporated by reference to Exhibit      10.14 to Post-Effective Amendment No. 1 to the Registrant’s Registration      Statement on Form S-11, Commission File No. 333-111674, filed on June 17,      2005)                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.18  | Guaranty      under Revolving Credit Agreement among Hartman REIT Operating Partnership,      L.P., Hartman REIT Operating Partnership III LP, and KeyBank National      Association (together with other participating lenders) (previously filed      as and incorporated by reference to Exhibit 10.15 to Post-Effective      Amendment No. 1 to the Registrant’s Registration Statement on Form S-11,      Commission File No. 333-111674, filed on June 17, 2005)                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.19  | Form      of Negative Pledge Agreement under Revolving Credit Agreement among      Hartman REIT Operating Partnership, L.P., Hartman REIT Operating      Partnership III LP, and KeyBank National Association (together with other      participating lenders) (previously filed as and incorporated by reference      to Exhibit 10.16 to Post-Effective Amendment No. 1 to the Registrant’s      Registration Statement on Form S-11, Commission File No. 333-111674, filed      on June 17, 2005)                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.20  | Form      of Collateral Assignment of Partnership Interests under Revolving Credit      Agreement among Hartman REIT Operating Partnership, L.P., Hartman REIT      Operating Partnership III LP, and KeyBank National Association (together      with other participating lenders) (previously filed as and incorporated by      reference to Exhibit 10.17 to Post-Effective Amendment No. 1 to the      Registrant’s Registration Statement on Form S-11, Commission File No.      333-111674, filed on June 17, 2005) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.21  | Modification      Agreement, dated as of February 28, 2006, between Hartman REIT Operating      Partnership II, L.P. and GMAC Commercial Mortgage Corporation (previously      filed and incorporated by reference to Exhibit 10.1 to the Registrant’s      Current Report on Form 8-K, filed March 3, 2006)                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.22  | Interest      Rate Swap Agreement dated as of March 16, 2006, between Hartman REIT      Operating Partnership, L.P., Hartman REIT Operating Partnership III LP,      and KeyBank National Association (previously filed as and incorporated by      reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K      for the year ended December 31, 2005, filed on March 31,    2006)                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.23  | Waiver      and Amendment No. 1, dated May 8, 2006, between Hartman REIT Operating      Partnership, L.P., Hartman REIT Operating Partnership III, L.P., and      KeyBank National Association, as agent for the consortium of lenders      (previously filed and incorporated by reference to Exhibit 10.23 to the      Registrant’s Quarterly Report on Form 10-Q, filed on May 12,      2006)                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.24  | Amendment      No. 2, dated May 19, 2006, between Hartman REIT Operating Partnership,      L.P., Hartman REIT Operating Partnership III, L.P., and KeyBank National      Association, as agent for the consortium of lenders (previously filed and      incorporated by reference to Exhibit 10.24 to the Registrant’s Annual      Report on Form 10-K for the year ended December 31, 2006, filed on March      30, 2007)                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.25  | Promissory      Note between HCP REIT Operating Company IV LLC and MidFirst Bank, dated      March 1, 2007 (previously filed and incorporated by reference to Exhibit      10.24 to the Registrant’s Annual Report on Form 10-K for the year ended      December 31, 2006, filed on March 30,2007)                                                                                                                                                                                                                        |

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| 10.26  | Amendment      No. 3, dated March 26, 2007, between Hartman REIT Operating Partnership,      L.P., Hartman REIT Operating Partnership III, L.P., and KeyBank National      Association, as agent for the consortium of lenders (previously filed and      incorporated by reference to Exhibit 10.24 to the Registrant’s Annual      Report on Form 10-K for the year ended December 31, 2006, filed on March      30, 2007) |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.27  | Amendment      No. 5, dated October 31, 2007, between Hartman REIT Operating Partnership,      L.P., Hartman REIT Operating Partnership III, L.P., and KeyBank National      Association, as agent for the consortium of lenders (previously filed and      incorporated by reference to Exhibit 10.27 to the Registrant’s Quarterly      Report on Form 10-Q, filed on November 14, 2007)                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.28  | Amendment      No.6, dated March 11, 2008, between Whitestone REIT Operating Partnership,      L.P., Whitestone REIT Operating Partnership III, L.P., and KeyBank      National Association, as agent for the consortium of lenders (previously      filed and incorporated by reference to Exhibit 10.28 to the      Registrant’s  Annual Report on Form 10-K, filed on March 31,      2008)                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.29  | Term      Loan Agreement among Whitestone REIT Operating Partnership, L.P.,      Whitestone Pima Norte LLC, and KeyBank National Association, dated January      25, 2008 (previously filed and incorporated by reference to Exhibit 10.29      to the Registrant’s Annual Report on Form 10-K, filed on March 31,      2008)                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 14.1   | Code      of Business Conduct and Ethics effective May 14, 2007 (previously filed      and incorporated by reference to Exhibit 14.1 to the Registrant’s      Quarterly Report on Form 10-Q, filed on November 14,  2007)                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 99.1   | Insider      Trading Compliance Policy effective May 14, 2007 (previously filed and      incorporated by reference to Exhibit 99.1 to the Registrant’s Quarterly      Report on Form 10-Q, filed on November 14, 2007)                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 99.2   | Nominating      and Governance Committee Charter effective May 14, 2007 (previously filed      and incorporated by reference to Exhibit 99.2 to the Registrant’s      Quarterly Report on Form 10-Q, filed on November 14,  2007)                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 99.3   | Audit      Committee Charter effective May 14, 2007 (previously filed and      incorporated by reference to Exhibit 99.3 to the Registrant’s Quarterly      Report on Form 10-Q, filed on November 14, 2007)                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 99.4   | Compensation      Committee Charter effective May 14, 2007 (previously filed and      incorporated by reference to Exhibit 99.4 to the Registrant’s Quarterly      Report on Form 10-Q, filed on November 14, 2007)                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 21.1   | List      of subsidiaries of Whitestone REIT (previously filed as and incorporated      by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form      10-K for the year ended December 31, 2004, filed on March 31,      2005)                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 24.1   | Power      of Attorney (included on the Signatures page hereto)                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 31.1*  | Certification      of Principal Executive Officer pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 31.2*  | Certification      of Principal Financial Officer pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 32.1   | Certificate      of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley      Act of 2002                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 32.2   | Certificate      of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley      Act of 2002                                                                                                                                                                                                                                                                                                                         |

| *      | Filed      herewith.                                                   |
|--------|------------------------------------------------------------------------|
|   |                                                                   |
| +      | Denotes      management contract or compensatory plan or  arrangement. |

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SIGNATURES

|                         | WHITESTONE      REIT  |
|------------------------------|----------------------------|
|                         | By:                        | /s/      James C. Mastandrea |
| Dated:      November 3, 2008 |                       | James      C. Mastandrea, Chairman and CEO |

| November      3, 2008 | /s/      James C. Mastandrea                              |   |
|-----------------------|-----------------------------------------------------------|--------|
|                  | James      C. Mastandrea, Chairman and CEO                |   |
|                  | Principal      Executive Officer                          |   |
|                  |                                                      |   |
| November      3, 2008 | /s/      David K. Holeman                                 |   |
|                  | David      K. Holeman, Chief Financial Officer            |
|                  | Principal      Financial and Principal Accounting Officer |
|                  |                                                      |   |
| November      3, 2008 | /s/      Donald F. Keating                                |   |
|                  | Donald      F. Keating, Trustee                           |   |
|                  |                                                      |   |
| November      3, 2008 | /s/      Jack L. Mahaffey                                 |   |
|                  | Jack      L. Mahaffey, Trustee                            |   |
|                  |                                                      |   |
| November      3, 2008 | /s/      Chris A. Minton                                  |   |
|                  | Chris      A. Minton, Trustee                             |   |

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