UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10 - Q





(Mark
One)


[X]         QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934


For the quarterly period ended March 31,
2009.





OR





[   ]           TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934


For
the transition period from _________ to __________.





Commission File
Number:  000-53165




FSP 303 East
Wacker Drive Corp.


(Exact name of registrant as specified
in its charter)





Delaware
            20-8061759(State or other jurisdiction
      of
            (I.R.S.
      Employerincorporation or
      organization)
            Identification
      No.)





401
Edgewater Place, Suite 200


Wakefield, MA
01880-6210


(Address
of principal executive offices)(Zip Code)




(781)
557-1300


(Registrant’s
telephone number, including area code)




N/A


(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.





YES     [X]
            NO    [  ]





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).





YES     [  ]
            NO     [  ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large accelerated filer
      [  ]
              Accelerated filer
      [  ]Non-accelerated
      filer   [  ]    (Do not check
      if a smaller reporting company)
              Smaller reporting company
      [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).





YES     [  ]
            NO    [X]





The number
of shares of common stock outstanding was 1 and the number of shares of
preferred stock outstanding was 2,210, each as of May 4, 2009.










FSP
303 East Wacker Drive Corp.





Form
10-Q





Quarterly
Report


March
31, 2009








Table
      of ContentsPagePart
      I.  Financial InformationItem
      1. Financial StatementsConsolidated
      Balance Sheets as of March 31, 2009 and December 31, 2008
            2Consolidated
      Statements of Operations for the three months ended March 31, 2009 and
      2008
            3Consolidated
      Statements of Cash Flows for the three months ended  March 31,
      2009 and 2008
            4Notes
      to Consolidated Financial Statements
            5-7Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
            8-11Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
            12Item
      4. Controls and Procedures
            12Item
      4T. Controls and Procedures
            12Part
      II. Other InformationItem
      1. Legal Proceedings
            13Item
      1A. Risk Factors
            13Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            13Item
      3. Defaults Upon Senior Securities
            13Item
      4. Submission of Matters to a Vote of Security Holders
            13Item
      5. Other Information
            13Item
      6. Exhibits
            13Signatures
            14








1






PART
I – FINANCIAL INFORMATION




Item
1. Financial
Statements.





FSP
303 East Wacker Drive Corp


Consolidated
Balance Sheets


(Unaudited)





(in
      thousands, except share and par value amounts)
                  
                  March
      31,
                    2009
                  
                  
                  December 31,
                    2008Assets:Real
      estate investments, at cost:Land
                  
                  $
                  26,200
                  
                  
                  $
                  26,200Buildings
      and improvements
                  
                  
                  131,785
                  
                  
                  
                  131,541157,985
                  
                  
                  
                  157,741Less
      accumulated depreciation
                  
                  
                  7,794
                  
                  
                  
                  6,870Real
      estate investments, net
                  
                  
                  150,191
                  
                  
                  
                  150,871Acquired
      real estate leases, net of accumulated amortization of $3,495 and $4,159,
      respectively
                  
                  
                  6,147
                  
                  
                  
                  6,667Acquired
      favorable real estate leases, net of accumulated amortization of $2,170
      and $3,181, respectively
                  
                  
                  4,203
                  
                  
                  
                  4,601Cash
      and cash equivalents
                  
                  
                  21,843
                  
                  
                  
                  23,878Tenant
      rent receivable
                  
                  
                  338
                  
                  
                  
                  58Step
      rent receivable
                  
                  
                  2,155
                  
                  
                  
                  2,104Deferred
      leasing costs, net of accumulated amortization of $129 and $98,
      respectively
                  
                  
                  778
                  
                  
                  
                  677Prepaid
      expenses and other assets
                  
                  
                  77
                  
                  
                  
                  136Total
      assets
                  
                  $
                  185,732
                  
                  
                  $
                  188,992Liabilities
      and Stockholders’ Equity:Liabilities:Accounts
      payable and accrued expenses
                  
                  $
                  6,785
                  
                  
                  $
                  8,595Tenant
      security deposits
                  
                  
                  603
                  
                  
                  
                  583Acquired
      unfavorable real estate leases, net of accumulated amortization of $220
      and $209, respectively
                  
                  
                  342
                  
                  
                  
                  368Total
      liabilities
                  
                  
                  7,730
                  
                  
                  
                  9,546Commitments
      and Contingencies:
                  
                  
                  -
                  
                  
                  
                  -Stockholders’
      Equity:Preferred
      Stock, $.01 par value, 2,210 shares authorized, issued and outstanding at
      March 31, 2009 and December 31, 2008, aggregate liquidation preference
      $221,000
                  
                  
                  -
                  
                  
                  
                  -Common
      Stock, $.01 par value, 1 share authorized, issued and
      outstanding
                  
                  
                  -
                  
                  
                  
                  -Additional
      paid-in capital
                  
                  
                  197,162
                  
                  
                  
                  197,162Retained
      deficit and distributions in excess of earnings
                  
                  
                  (19,160
                  )
                  
                  
                  (17,716
                  )Total
      Stockholders’ Equity
                  
                  
                  178,002
                  
                  
                  
                  179,446Total
      Liabilities and Stockholders’ Equity
                  
                  $
                  185,732
                  
                  
                  $
                  188,992See
      accompanying notes to consolidtated financial statements.





2





FSP
303 East Wacker Drive Corp.


Consolidated
Statements of Operations


(Unaudited)





For
      the Three Months Ended
                          March
      31,(in
      thousands, except share and per share amounts)
                        
                        2009
                        
                        
                        2008Revenues:Rental
                        
                        $
                        6,329
                        
                        
                        $
                        5,791Total
      revenue
                        
                        
                        6,329
                        
                        
                        
                        5,791Expenses:Rental
      operating expenses
                        
                        
                        1,774
                        
                        
                        
                        1,608Real
      estate taxes and insurance
                        
                        
                        1,474
                        
                        
                        
                        1,504Depreciation
      and amortization
                        
                        
                        1,476
                        
                        
                        
                        1,436Total
      expenses
                        
                        
                        4,724
                        
                        
                        
                        4,548Income
      before interest income
                        
                        
                        1,605
                        
                        
                        
                        1,243Interest
      income
                        
                        
                        45
                        
                        
                        
                        234Net
      income attributable to preferred stockholders
                        
                        $
                        1,650
                        
                        
                        $
                        1,477Weighted
      average number of preferred shares outstanding,basic
      and diluted
                        
                        
                        2,210
                        
                        
                        
                        2,210Net
      income per preferred share, basic and diluted
                        
                        $
                        747
                        
                        
                        $
                        668See
      accompanying notes to consolidated financial statements.





3





FSP
303 East Wacker Drive Corp.


Consolidated
Statements of Cash Flows


(Unaudited)





For
      the Three Months Ended
                      March
      31,(in
      thousands)
                    
                    2009
                    
                    
                    2008Cash
      flows from operating activities:Net
      income
                    
                    $
                    1,650
                    
                    
                    $
                    1,477Adjustments
      to reconcile net income to net cashprovided
      by operating activities:Depreciation
      and amortization
                    
                    
                    1,476
                    
                    
                    
                    1,436Amortization
      of favorable real estate leases
                    
                    
                    398
                    
                    
                    
                    426Amortization
      of unfavorable real estate leases
                    
                    
                    (26
                    )
                    
                    
                    (27
                    )Bad
      debt expense
                    
                    
                    -
                    
                    
                    
                    17Changes
      in operating assets and liabilities:Tenant
      rent receivable
                    
                    
                    (280
                    )
                    
                    
                    (47
                    )Step
      rent receivable
                    
                    
                    (51
                    )
                    
                    
                    (170
                    )Prepaid
      expenses and other assets
                    
                    
                    59
                    
                    
                    
                    35Accounts
      payable and accrued expenses
                    
                    
                    (2,030
                    )
                    
                    
                    (2,179
                    )Tenant
      security deposits
                    
                    
                    20
                    
                    
                    
                    -Payment
      of deferred leasing costs
                    
                    
                    (133
                    )
                    
                    
                    (153
                    )Net
      cash provided by operating activities
                    
                    
                    1,083
                    
                    
                    
                    815Cash
      flows from investing activities:Purchase
      of real estate assets
                    
                    
                    (24
                    )
                    
                    
                    (806
                    )Net
      cash used for investing activities
                    
                    
                    (24
                    )
                    
                    
                    (806
                    )Cash
      flows from financing activities:Distributions
      to stockholders
                    
                    
                    (3,094
                    )
                    
                    
                    (1,708
                    )Net
      cash used for financing activities
                    
                    
                    (3,094
                    )
                    
                    
                    (1,708
                    )Net
      decrease in cash and cash equivalents
                    
                    
                    (2,035
                    )
                    
                    
                    (1,699
                    )Cash
      and cash equivalents, beginning of period
                    
                    
                    23,878
                    
                    
                    
                    25,353Cash
      and cash equivalents, end of period
                    
                    $
                    21,843
                    
                    
                    $
                    23,654Supplemental disclosure of cash
      flow information:Disclosure
      of non-cash investing activities:Accrued
      costs for purchase of real estate assets
                    
                    $
                    556
                    
                    
                    $
                    1,533See
      accompanying notes to consolidated financial statements.











4





FSP
303 East Wacker Drive Corp.


Notes
to Consolidated Financial Statements


(Unaudited)





1.
            Organization, Properties, Basis of
      Presentation and Recent Accounting
  Pronouncements





Organization





FSP 303 East Wacker Drive Corp. (the
“Company”) was organized on December 13, 2006 as a corporation under the laws of
the State of Delaware to purchase, own, and operate a twenty-eight story
multi-tenant office tower containing approximately 859,187 rentable square feet
of office and retail space and a 294-stall underground parking garage located in
downtown Chicago, Illinois (the “Property”).  The Company acquired the
Property and commenced operations on January 5, 2007. Franklin Street Properties
Corp. (“Franklin Street”) (NYSE Amex: FSP) holds the sole share of the Company’s
common stock, $.01 par value per share (the “Common Stock”).  Between
February 2007 and December 2007, FSP Investments LLC (member, FINRA and SIPC), a
wholly-owned subsidiary of Franklin Street, completed the sale on a best efforts
basis of 2,210 shares of preferred stock, $.01 par value per share (the
“Preferred Stock”) in the Company.  FSP Investments LLC sold the
Preferred Stock in a private placement offering to “accredited investors” within
the meaning of Regulation D under the Securities Act of
1933.





All references to the Company refer to
FSP 303 East Wacker Drive Corp. and its consolidated subsidiary, collectively,
unless the context otherwise requires.





Basis
of Presentation





The unaudited consolidated financial
statements of the Company include all the accounts of the Company and its wholly
owned subsidiary.  These financial statements should be read in
conjunction with the Company's financial statements and notes thereto contained
in the Company's Annual Reporton Form 10-K for the year ended December
31, 2008, as filed with the Securities and Exchange Commission
(“SEC”).





The accompanying interim financial
statements are unaudited; however, the financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information and in conjunction with the rules
and regulations of the SEC.  Accordingly, they do not include all of
the disclosures required by accounting principles generally accepted in the
United States of America for complete financial statements. In the opinion of
management, all adjustments (consisting solely of normal recurring matters)
necessary for a fair presentation of the financial statements for these interim
periods have been included.  Operating results for the three months
ended March 31, 2009 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2009 or for any other
period.





Recent Accounting
Pronouncements





In May 2008, the Financial Accounting
Standards Board (“FASB”) issued Statement of Financial Accounting Standards
(“SFAS”) No. 162, “The Hierarchy of Generally Accepted Accounting Principles”
(SFAS No. 162).  SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy).  SFAS No. 162 is effective 60
days following the SEC’s approval of the Public Company Accounting Oversight
Board (PCAOB) amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.  The Company
is currently evaluating the impact of SFAS No. 162 on the Company’s consolidated
financial statements.





2.
            Income
  Taxes





The Company has elected to be taxed as a
real estate investment trust (“REIT”) under the Internal Revenue Code of 1986,
as amended (the "Code").  As a REIT, the Company generally is entitled
to a tax deduction for dividends paid to its stockholders, thereby effectively
subjecting the distributed net income of the Company to taxation at the
shareholder level only.  The Company must comply with a variety of
restrictions to maintain its status as a REIT.  These restrictions
include the type of income it can earn, the type of assets it can hold, the
number of stockholders it can have and the concentration of their ownership, and
the amount of the Company’s income that must be distributed
annually.





5





FSP
303 East Wacker Drive Corp.


Notes
to Consolidated Financial Statements


(Unaudited)





2.
            Income Taxes
      (continued)





The Company’s adoption of the provisions
of Financial Interpretation No. 48, “Accounting for Uncertainty in Income
Taxes”, (“FIN 48”), effective January 1, 2007 did not result in recording a
liability, nor were any accrued interest and penalties recognized with the
adoption of FIN 48.  Accrued interest and penalties will be recorded
as income tax expense, if the Company records a liability in the
future.  The Company’s effective tax rate was not affected by the
adoption of FIN 48.  The Company files income tax returns in the U.S.
federal jurisdiction and the State of Illinois jurisdiction.  The
statute of limitations for the Company’s income tax returns is generally three
years and as such, the Company’s returns that remain subject to examination
would be from 2006 and thereafter.





3.
            Related
      Party Transactions





The Company has in the past engaged in
and currently engages in transactions with a related party, Franklin Street, and
its subsidiaries FSP Investments LLC and FSP Property Management LLC
(collectively “FSP”).  The Company expects to continue to have related
party transactions with FSP in the form of management fees paid to FSP to manage
the Company on behalf of its stockholders.  FSP Property Management
LLC currently provides the Company with asset management and financial reporting
services.  The asset management agreement between the Company and FSP
Property Management LLC requires the Company to pay FSP Property Management LLC
a monthly fee equal to one percent (1%) of the gross revenues of the
Property.  The asset management agreement between the Company and FSP
Property Management LLC may be terminated by either party without cause at any
time, upon at least thirty (30) days’ written notice.  For the three
months ended March 31, 2009 and 2008, management fees paid were$29,000.





On December 27, 2007, Franklin Street
purchased 965.75 shares of the Preferred Stock (or approximately 43.7%), of the
Company for consideration totaling $82,813,000.  Prior to purchasing
any shares of the Preferred Stock, Franklin Street agreed to vote any shares
held by it on any matter presented to the holders of the Preferred Stock in a
manner that approximates as closely as possible the votes cast in favor of and
opposed to such matter by the holders of the Preferred Stock other than Franklin
Street and its affiliates.  For purposes of determining how Franklin
Street votes its shares of the Preferred Stock, abstentions and non-votes by
stockholders other than Franklin Street are not considered. Franklin Street is
entitled to distributions that are declared on the Preferred
Stock.





Franklin Street is the sole holder of
the Company’s one share of Common Stock that is issued and
outstanding.  Subsequent to the completion of the private placement of
the Preferred Stock in December 2007, Franklin Street has not been entitled to
share in any earnings or any dividend related to the Common Stock of the
Company.





4.
            Net
      Income Per Share





Basic
net income per share is computed by dividing net income by the weighted average
number of shares of Preferred Stock outstanding during the
period.  Diluted net income per share reflects the potential dilution
that could occur if securities or other contracts to issue shares were exercised
or converted into shares.  There were no potential dilutive shares
outstanding at March 31, 2009 and 2008.





5.
            Segment
      Reporting





The
Company operates in one industry segment, which is real estate ownership of
commercial property.  The Company owned and operated the Property for
all periods presented.





6


FSP
303 East Wacker Drive Corp.


Notes
to Consolidated Financial Statements


(Unaudited)





6.
            Cash
      Distributions





The
Company’s board of directors declared and paid cash distributions were as
follows:





Quarter
Paid
                      
                      Distributions Per
                        Preferred
    Share
                      
                      
                      Total
                        DistributionsFirst quarter of
      2009
                      
                      $
                      1,400
                      
                      
                      $
                      3,094,000First quarter of
      2008
                      
                      $
                      1,400
                      
                      
                      $
                      1,708,000





7.
            Subsequent
      Event





The
Company’s board of directors declared a cash distribution of $1,400 per
preferred share on April 17, 2009 to the holders of record of the Company’s
Preferred Stock on April 30, 2009, payable on May 20, 2009.







7





Item 2.  Management’s Discussion
and Analysis of Financial Condition and Results of
Operations.





The following discussion should be read
in conjunction with the financial statements and notes thereto appearing
elsewhere in this report and in our Annual Report on Form 10-K for the year
ended December 31, 2008.Historical results and percentage
relationships set forth in the consolidated financial statements, including
trends which might appear, should not be taken as necessarily
indicative of future operations.  The following discussion and other
parts of this Quarterly Report on Form 10-Q may also contain forward-looking
statements based on current judgments and current knowledge of management,
which are subject to certain risks, trends
and uncertainties that could cause actual results to differ materially from
those indicated in such forward-looking statements.  Accordingly,
readers are cautioned not to place undue reliance on forward-looking
statements.Investors are cautioned that our
forward-looking statements involve risks and uncertainty, including without
limitation, economic conditions in the United States and in the market where we
own the Property, continued disruptions in the debt markets, risks of a
lessening of demand for the type of real estate owned by us, changes in
government regulations, and expenditures that cannot be anticipated such as
utility rate and usage increases, unanticipated repairs, additional staffing,
insurance increases and real estate tax valuation
reassessments.Although we believe the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.  We
may not update any ofthe
forward-looking statements after the date this Quarterly Report on Form 10-Q is
filed to conform them to actual results or to changes in our expectations that
occur after such date, other than as required by law.





Overview





FSP 303 East Wacker Drive Corp., which
we refer to as the Company, is a Delaware corporation formed to purchase, own,
and operate a twenty-eight story multi-tenant office tower containing
approximately 859,187 rentable square feet of office and retail space and a
294-stall underground parking garage located in downtown Chicago, Illinois,
which we refer to as the Property.





Franklin Street Properties Corp., which
we refer to as Franklin Street (NYSE Amex: FSP), holds the sole share of our
common stock, $.01 par value per share, which we refer to as the Common
Stock.  Between February 2007 and December 2007, FSP Investments LLC
(member, FINRA and SIPC), a wholly-owned subsidiary of Franklin Street,
completed the sale on a best efforts basis of 2,210 shares of our preferred
stock, $.01 par value per share, which we refer to as the Preferred
Stock.  FSP Investments LLC sold the Preferred Stock in a private
placement offering to “accredited investors” within the meaning of Regulation D
under the Securities Act of 1933.  Since the completion of the
placement of the Preferred Stock in December 2007, Franklin Street has not been
entitled to share in any earnings or dividend related to the Common
Stock.





We operate in one business segment,
which is real estate operations, and own a single property.  Our real
estate operations involve real estate rental operations, leasing services and
property management services.  The main factor that affects our real
estate operations is the broad economic market conditions in the United States
and, more specifically, the economic conditions in Chicago, Illinois, the
relevant submarket.  These market conditions affect the occupancy
levels and the rent levels on both a national and local level.  We
have no influence on national or local market conditions.





Trends and
Uncertainties





Economic
Conditions





The economy in the United States is
currently experiencing unprecedented disruptions, including increased levels of
unemployment, the failure and near failure of a number of large financial
institutions, reduced liquidity and increased credit risk premiums for a number
of market participants.  Economic conditions may be affected by
numerous factors, including but not limited to, inflation and employment levels,
energy prices, recessionary concerns, changes in currency exchange rates, the
availability of debt and interest rate fluctuations.  The current
disruptions in the U.S. economy have affected real estate values, occupancy
levels and property income levels and may continue or worsen in the
future.  At this time, we cannot predict the extent or duration of any
negative impact that the current disruptions in the U.S. economy will have on
our business and, more specifically, on our efforts to lease vacant space and to
obtain the Permanent Mortgage Loan (as defined below).


8





Permanent
Mortgage Loan





Management believes that the Property
has the potential for increased occupancy and rental rates in the future and,
assuming that such increases occur, management believes that the holders of the
Preferred Stock could benefit, in the form of a return of capital that produces
a positive total return on their original investment, from either our obtaining
some level of permanent mortgage debt financing, which we refer to as the
Permanent Mortgage Loan, or the sale of the Property or a merger transaction at
such time.  Management believes that the Permanent Mortgage Loan, if
obtained in an amount and on terms considered favorable relative to the current
and anticipated future performance of the Property, could benefit the holders of
the Preferred Stock by providing them with a return of a portion of their
original capital investment in the Company and by decreasing the amount of their
remaining capital investment in the Company.  Assuming that the value
of the Property appreciates over time and that the Property is ultimately sold
for such appreciated value, Management believes that the Permanent Mortgage Loan
could provide the holders of the Preferred Stock with a leveraged rate of return
on their remaining capital investment in the Company that could be enhanced over
the rate of return without the Permanent Mortgage Loan.  However,
there can be no assurance that the Property will appreciate in value over time
or that the Company will be able to obtain the Permanent Mortgage Loan on terms
considered favorable relative to the current and anticipated future performance
of the Property, especially in light of the current economic conditions
described above.  Subject to any contrary REIT requirements (or any
Property-specific current or anticipated future capital needs requirements in
the case of the Permanent Mortgage Loan only), any proceeds from the closing of
the Permanent Mortgage Loan, the sale of the Property or a merger transaction
would be distributed to the holders of the Preferred Stock and the Common Stock
in accordance with our charter.





The Company has the right, in its sole
and absolute discretion and without the consent of any holder of shares of the
Preferred Stock, to obtain the Permanent Mortgage Loan.  Although the
Company has no obligation to obtain the Permanent Mortgage Loan, if the Company
decides to obtain the Permanent Mortgage Loan, the Company will have the right,
in its sole and absolute discretion and without the consent of any holder of
shares of our Preferred Stock, to negotiate all of the terms and conditions of
the Permanent Mortgage Loan and any refinancing thereof including, without
limitation, the timing of the closing and funding, the identity of the lender,
the principal amount, the interest rate, the maturity and the
security.   As of May 4, 2009, the Company has neither sought nor
obtained the Permanent Mortgage Loan.





Real Estate
Operations





The
Property was approximately 86% leased as of March 31, 2009 to a diverse group of
tenants with staggered lease expirations.  Management believes that
any tenant that leases 10% or more of the Property’s rentable space is
material.  The largest tenant is KPMG LLP, or KPMG, which leases
259,090 square feet (approximately 30%) of the Property’s rentable space through
August 2012.  Consoer Townsend Environdyne Engineers, Inc., or CTE,
leases 117,379 square feet (approximately 14%) of the Property’s rentable space
through September 2014.  KPMG is one of the largest accounting firms
in the world and CTE is a subsidiary of AECOM Technology Corporation, a provider
of professional, technical and management support services (NYSE: ACM), which
has guaranteed CTE's obligations under the lease.  On February 16,
2009, KPMG notified the Company that it will be relocating to a different
property location following the expiration of its lease on August 31,
2012.  With approximately 3.5 years remaining on KPMG’s lease,
management will use that time to implement a marketing plan designed to locate a
replacement tenant (or tenants).  No other tenant leases 10% or more
of the Property’s rentable space.  On December 31, 2008, CTE notified
the Company that it will be exercising its early termination option on a portion
of the 10th floor.  Effective October 1, 2009, CTE’s total leased
space will be reduced from 117,379 square feet to 104,086 square feet, or
approximately 12% of the Property’s total leasable space.  This
reduction represents approximately 2% of the Property’s total leasable
space.  Other prominent additional tenants include Equity Marketing,
Inc., a marketing services firm which leases 60,494 square feet (approximately
7%) through March 31, 2009.  Equity Marketing, Inc. has signed a lease
at another building and vacated the Property during the fourth quarter of
2008.  As of March 31, 2009, 36 tenants were leasing space at the
Property.  Subsequent to March 31, 2009, several tenants, including
Upshot whose space represented approximately 7% of the Property’s rentable
space, had leases expire, thereby causing the Property to be approximately 77%
leased as of May 4, 2009.





It is difficult for management to
predict what will happen to occupancy and rents at our Property because the need
for space and the price tenants are willing to pay are tied to both the local
economy and to the larger
trends in the national economy, such as job growth, interest rates, the
availability of credit and corporate earnings, which in turn are tied to even
larger macroeconomic and political factors, such as recessionary concerns,
volatility in energy pricing and the risk of
terrorism.  In addition to the difficulty of predicting macroeconomic
factors, it is difficult to predict how our local market or tenants (existing
and potential) will suffer or benefit from changes in the larger
economy.  In addition, because the
Property is in a single geographical market, these macroeconomic trends may have
a different effect on the Property and on its tenants (existing and potential),
some of which may operate on a national level.  Although we
cannotpredict how long it will take to lease
vacant space at the Property or what the terms and conditions of any new leases
will be, we expect to sign new leases at current market rates which may be below
the expiring rates.





9


For
the three months ended March 31, 2009, we believe that vacancy rates and rental
rates for buildings in Chicago’s East Loop office market remained relatively
stable.  There have been fewer prospects and less interest overall in
vacant space indicating that market conditions may worsen in the near
future.  Continuing turmoil in the global financial markets has slowed
the pace of leasing activity in the Chicago office market and will likely
prolong the time it takes to lease the vacant space at the
Property.  Management believes that the position of the Property
within Chicago’s office market is strong and management is optimistic that the
existing vacant space will ultimately be leased to new
tenants.





Given
the current economic downturn, the potential for any of our tenants to default
on its lease or to seek the protection of bankruptcy laws has
increased.  If any of our tenants defaults on its lease, we may
experience delays in enforcing our rights as a landlord and may incur
substantial costs in protecting our investment.  In addition, at any
time, a tenant may seek the protection of bankruptcy laws, which could result in
the rejection and termination of such tenant’s lease and thereby cause a
reduction in cash available for distribution to our
stockholders.  Bankruptcy or a material adverse change in the
financial condition of a material tenant would likely have a material adverse
effect on our results of operations.





In light of the amount of space that
will need to be re-leased upon the expiration of KPMG’s lease on August 31, 2012
and the potential for significant tenant improvement allowances and leasing
commissions, it is possible that we may need to borrow funds in the
future.  The Company may, without the consent of any holder of shares
of the Preferred Stock, obtain a revolving line of credit of up to $66,800,000
on commercially reasonable terms to be used for capital improvements or to pay
operating expenses of the Property, if needed.   As of May 4,
2009, the Company has neither sought nor obtained a line of
credit.





Critical
Accounting Policies





We
have certain critical accounting policies that are subject to judgments and
estimates by our management and uncertainties of outcome that affect the
application of these policies.  We base our estimates on historical
experience and on various other assumptions we believe to be reasonable under
the circumstances.  On an on-going basis, we evaluate our
estimates.  In the event estimates or assumptions prove to be
different from actual results, adjustments are made in subsequent periods to
reflect more current information.  The accounting policies that we
believe are most critical to the understanding of our financial position and
results of operations, and that require significant management estimates and
judgments, are discussed in Item 7, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in our Annual Report on Form 10-K
for the year ended December 31, 2008.





Critical
accounting policies are those that have the most impact on the reporting of our
financial condition and results of operations and those requiring significant
judgments and estimates.  We believe that our judgments and
assessments are consistently applied and produce financial information that
fairly presents our results of operations.





No
changes to our critical accounting policies have occurred since the filing of
our Annual Report on Form 10-K for the year ended December 31,
2008.





Results of
Operations





As
of March 31, 2009, the Property was approximately 86% leased to a diverse group
of tenants with staggered lease expirations.





Comparison
of the three months ended March 31, 2009 to the three months ended March 31,
2008.





Revenue





Total revenue increased $0.5 million to
$6.3 million for the three months ended March 31, 2009, as compared to $5.8 million for the three
months ended March 31, 2008.  This increase was primarily due to a
$0.3 million termination fee and an increase in revenue from recovery of
expenses of $0.2 million.





Expenses





Total expenses increased approximately
$0.2million to $4.7
million for the three months ended March 31, 2009, as compared to $4.5 million
for the three months ended March 31, 2008.  This increase was
predominately attributable to an increase in rental operating
expenses.





10


Liquidity and Capital
Resources





Cash and cash equivalents were $21.8
million at March 31, 2009 and $23.9 million at December 31, 2008.  The
$2.1 million decrease for the three months ended March 31, 2009 is primarily
attributable to $1.1 million provided by operating activities, which was offset by $3.1 million used
for financing activities.





Management believes that the existing
cash and cash equivalents and cash anticipated to be generated internally by
operations will be sufficient to meet working capital requirements,
distributions and
anticipated capital expenditures for at least the next 12
months.





Operating Activities





The cash provided by operating
activities of $1.1 million for the three months ended March 31, 2009 was
primarily attributable to a net income of approximately $1.7 million plus depreciation
and amortization of approximately $1.8 million and was offset by uses arising
from other current accounts of $2.3 million and payments of deferred leasing
costs of $0.1 million.





Investing Activities





The cash used for investing activities of $24,000 for
the three months ended March 31, 2009 is primarily for capital
expenditures.





Financing Activities





Cash used for financing activities of
approximately $3.1 million for the three months ended March 31, 2009 was
attributable to
distributions to stockholders.





Sources and Uses of
Funds





The Company’s principal demands on liquidity are
cash for operations and distributions to equity holders.  As of March
31, 2009, we had approximately $6.8 million in accrued liabilities.In the near term, liquidity is generated
by cash from operations.





Contingencies





We
may be subject to various legal proceedings and claims that arise in the
ordinary course of our business.  Although occasional adverse
decisions (or settlements) may occur, we believe that the final disposition of
such matters will not have a material adverse effect on our financial position
or results of operations.





Related
Party Transactions





We
have in the past engaged in and currently engage in transactions with a related
party, Franklin Street, and its subsidiaries FSP Investments LLC and FSP
Property Management LLC, which we collectively refer to as FSP.  We
expect to continue to have related party transactions with FSP in the form of
management fees paid to FSP to manage the Company on behalf of our
stockholders.  FSP Property Management LLC currently provides us with
asset management and financial reporting services.  The asset
management agreement between us and FSP Property Management LLC requires us to
pay FSP Property Management LLC a monthly fee equal to one percent (1%) of the
gross revenues of the Property.  The asset management agreement
between us and FSP Property Management LLC may be terminated by either party
without cause at any time, upon at least thirty (30) days’ written
notice.  For the three months ended March 31, 2009 and March 31, 2008,
management fees paid were $29,000.





On
December 27, 2007, Franklin Street purchased 965.75 shares of the Preferred
Stock (or approximately 43.7%), of the Company for consideration totaling
$82,813,000.  Prior to purchasing any shares of the Preferred Stock,
Franklin Street agreed to vote any shares held by it on any matter presented to
the holders of the Preferred Stock in a manner that approximates as closely as
possible the votes cast in favor of and opposed to such matter by the holders of
the Preferred Stock other than Franklin Street and its
affiliates.  For purposes of determining how Franklin Street votes its
shares of the Preferred Stock, abstentions and non-votes by stockholders other
than Franklin Street are not considered. Franklin Street is entitled to
distributions that are declared on the Preferred Stock.





Franklin
Street is the sole holder of the Company’s one share of Common Stock that is
issued and outstanding.  Subsequent to the completion of the private
placement of the Preferred Stock in December 2007, Franklin Street has not been
entitled to share in any earnings or any dividend related to the Common Stock of
the Company.


11


Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.





Not
applicable.





Item
4.  Controls and Procedures.





Not
applicable.





Item
4T.  Controls and Procedures.





Disclosure
Controls and Procedures





Our management, with the participation
of our principal executive officer and principal financial officer, evaluated
the effectiveness of our disclosure controls and procedures as of March 31,
2009. The term “disclosure controls and procedures,” as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 or the
Exchange Act, means controls and other procedures of a company that are designed
to ensure that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by a company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the company’s management,
including its principal executive and principal financial officers, as
appropriate to allow timely decisions regarding required
disclosure.  Management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving their objectives and management necessarily applies its judgment in
evaluating the cost-benefit relationship of possible controls and
procedures.  Based on the evaluation of our disclosure controls and
procedures as of March 31, 2009, our principal executive officer and principal
financial officer concluded that, as of such date, our disclosure controls and
procedures were effective at the reasonable assurance level.





Changes
in Internal Control Over Financial Reporting





No
change in our internal control over financial reporting occurred during the
quarter ended March 31, 2009 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.







12


PART
II – OTHER INFORMATION





Item
1.  Legal Proceedings.





From time to time, we may be subject to
legal proceedings and claims that arise in the ordinary course of our
business.  Although occasional adverse decisions (or settlements) may
occur, we believe that the final disposition of such matters will not have a
material adverse effect on our financial position, cash flows or results of
operations.





Item 1A.  Risk
Factors.





Not
applicable.





Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.





None.





Item
3.  Defaults Upon Senior Securities.





None.





Item
4.  Submission of Matters to a Vote of Security Holders.





None.





Item
5.  Other Information.





None.





Item
6.  Exhibits.





See
Exhibit Index attached hereto, which is incorporated herein by
reference.





13




SIGNATURES





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, thereunto
duly authorized.





FSP
303 EAST WACKER DRIVE CORP.








Date
            Signature
            TitleDate:  May
      8, 2009
            /s/ George J.
      Carter
              George
      J. Carter
            President
              (Principal
      Executive Officer)Date:  May
      8, 2009
            /s/ Barbara J.
      Fournier
              Barbara
      J. Fournier
            Chief
      Operating Officer
              (Principal
      Financial Officer)








14





EXHIBIT
INDEX





Exhibit
      No.
            Description31.1
            Certification
      of FSP 303 East Wacker Drive Corp.'s principal executive officer pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
            Certification
      of FSP 303 East Wacker Drive Corp.'s principal financial officer pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
      of FSP 303 East Wacker Drive Corp.'s principal executive officer pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.2
            Certification
      of FSP 303 East Wacker Drive Corp.'s principal financial officer pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.







15