**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 September 30, 2005**




**OR**




o **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: 333-120847 (1933 Act)**





**Behringer
                Harvard Opportunity REIT I, Inc.**(Exact
                Name of Registrant as Specified in Its Charter)**Maryland**
            
            
            
            **20-1862323**(State
                or other Jurisdiction of Incorporation or
              Organization)
            
            
            
            (I.R.S.
                Employer
              Identification
                No.)**15601
                Dallas Parkway, Suite 600, Addison, Texas
                75001**(Address
                of Principal Executive Offices)(Zip
                Code)**Registrant’s
                Telephone Number, Including Area Code: (866)
                655-1620**





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  o No x





Indicate
      by check mark whether the Registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Exchange Act). Yes o No x





Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x





As
      of
      November 9, 2005, Behringer Harvard Opportunity REIT I, Inc.
      had 441,204 shares
      of
      common stock, $.0001 par value, outstanding.

















**BEHRINGER
      HARVARD OPPORTUNITY REIT I, INC.**


**FORM
      10-Q**


**Quarter
      Ended September 30, 2005**




**PART
      I**


**FINANCIAL
      INFORMATION**




Page**Item 1.**
            **Financial
              Statements (Unaudited).**Consolidated Balance Sheets
              as of September 30, 2005 and December 31, 2004
            3Consolidated
                Statements of Operations for the three and nine months endedSeptember
                30, 2005 andfor
                the period from November 23, 2004
              (date of inception) through December 31, 2004
            4Consolidated
                Statements of Cash Flows for the nine months ended September 30,
                2005 andfor
                the period from November 23, 2004
              (date of inception) through December 31, 20045
            5Notes to Consolidated Financial
              Statements
            6**Item 2.**
            **Management’s Discussion and Analysis
              of Financial Condition and Results of Operations.**
            14**Item 3.**
            **Quantitative and Qualitative
              Disclosures About Market Risk.**
            17**Item 4.**
            **Controls and
              Procedures.**
            17**PART
                II**
              **OTHER
                INFORMATION****Item 1.**
            **Legal
              Proceedings.**
            18**Item 2.**
            **Unregistered Sales of Equity
              Securities and Use of Proceeds.**
            18**Item 3.**
            **Defaults Upon Senior
              Securities.**
            18**Item 4.**
            **Submission of Matters to a
              Vote of
              Security Holders.**
            18**Item 5.**
            **Other
              Information.**
            19**Item 6.**
            **Exhibits.**
            19**Signature.**
            20






2




**PART
      I**


FINANCIAL
      INFORMATION




Item
      1. Financial
      Statements.




Behringer
      Harvard Opportunity REIT I,
      Inc.


Consolidated
      Balance
      Sheets


(Unaudited)




**September
                  30,**
              
              **December
                  31,****2005**
              
              **2004****Assets**Cash
                  and cash equivalents
              
              $
              205,457
              
              $
              201,313Prepaid
                  expenses and other assets
              
              
              1,321
              
              
              -**Total
                  assets**
              
              $
              206,778
              
              $
              201,313**Liabilities
                  and stockholder's equity**Payables
                  to affiliates
              
              $
              15,000
              
              $
              -**Total
                  liabilities**
              
              
              15,000
              
              
              -**Stockholder's
                  equity**Preferred
                  stock, $.0001 par value; 50,000,000 sharesauthorized,
                  none outstanding
              
              
              -
              
              
              -Convertible
                  stock, $.0001 par value per share;1,000
                  shares authorized, 1,000 shares issued and outstanding
              
              
              -
              
              
              -Common
                  stock, $.0001 par value per share; 350,000,000 sharesauthorized,
                  21,739 shares issued and outstanding
              
              
              2
              
              
              2Additional
                  paid-in capital
              
              
              200,998
              
              
              200,998Retained
                  earnings (deficit)
              
              
              (9,222
              )
              
              313**Total
                  stockholder's equity**
              
              
              191,778
              
              
              201,313**Total
                  liabilities and stockholder's equity**
              
              $
              206,778
              
              $
              201,313The
                  accompanying notes are an integral part of these consolidated financial
                  statements.








3




**Behringer
                  Harvard Opportunity REIT I, Inc.****Consolidated
                  Statements of Operations****(Unaudited)****From
                  inception****Three
                  months**
              
              **Nine
                  months**
              
              **(November
                  23, 2004)****ended**
              
              **ended**
              
              **through****September
                  30, 2005**
              
              **September
                  30, 2005**
              
              **December
                  31, 2004**Total
                  revenues
              
              $
              -
              
              $
              -
              
              $
              -ExpensesGeneral
                  and administrative
              
              
              2,478
              
              
              11,457
              
              
              -Total
                  expenses
              
              
              2,478
              
              
              11,457
              
              
              -Interest
                  income
              
              
              871
              
              
              1,922
              
              
              313Net
                  income (loss)
              
              $
              (1,607
              )
              $
              (9,535
              )
              $
              313Basic
                  and diluted weighted average shares outstanding
              
              
              21,739
              
              
              21,739
              
              
              21,739Basic
                  and diluted earnings (losses) per share
              
              $
              (0.07
              )
              $
              (0.44
              )
              $
              0.01The
                  accompanying notes are an integral part of these consolidated financial
                  statements.







4


**Behringer
                    Harvard Opportunity REIT I, Inc.****Consolidated
                    Statements of Cash Flows****(Unaudited)****From
                    inception****(November
                    23, 2004)****Nine
                    months ended**
                
                **through****September
                    30, 2005**
                
                **December
                    31, 2004****Cash
                    flows from operating activities:**Net
                    income (loss)
                
                $
                (9,535
                )
                $
                313Adjustments
                    to reconcile net income (loss) to net cashflows
                    provided by (used in) operating activities:Change
                    in prepaid expenses and other assets
                
                
                (1,321
                )
                
                -**Cash
                    (used in) provided by operating activities**
                
                
                (10,856
                )
                
                313**Cash
                    flows from financing activities:**Change
                    in payable to affiliates
                
                
                15,000
                
                
                -**Cash
                    flows provided by financing activities**
                
                
                15,000
                
                
                -Net
                    change in cash and cash equivalents
                
                
                4,144
                
                
                313Cash
                    and cash equivalents at beginning of period
                
                
                201,313
                
                
                201,000Cash
                    and cash equivalents at end of period
                
                $
                205,457
                
                $
                201,313The
                    accompanying notes are an integral part of these consolidated
                    financial
                    statements.
   5






**Behringer
      Harvard Opportunity REIT I, Inc.**


**Notes
      to Consolidated Financial Statements**


**(Unaudited)**




**1.** **Organization**





Behringer
      Harvard Opportunity REIT I, Inc. (which may be referred to as the
“Company,”“we,”“us” or “our”) was organized in Maryland on November 23, 2004 and
      intends to qualify as a real estate investment trust (“REIT”). The Company was
      organized primarily to invest in and operate commercial properties and lease
      each such property to one or more tenants. The Company had not begun operations
      as of September 30, 2005.





Substantially
      all of the Company’s business will be conducted through Behringer Harvard
      Opportunity OP I, LP (the “LP”). The Company is the owner of a 0.1% interest in
      the LP as its sole general partner. The remaining 99.9% of the LP is held as
      a
      limited partner’s interest by BHO Partnership, LLC (“BHO Partners”), a
      wholly-owned subsidiary of the Company. The partnership agreement for the LP
      contains provisions that would allow, under certain circumstances, other
      entities, including other Behringer Harvard sponsored programs, to merge into
      or
      cause the exchange or conversion of their interests for interests of the LP.
       The Company intends to hold substantially all of its assets through
      the
      LP.  As the Company accepts subscriptions for shares, it will transfer
      substantially all of the net proceeds of the offering to the LP as a capital
      contribution. The partnership agreement requires that the LP be operated in
      a
      manner that will enable the Company to (1) satisfy the requirements for being
      classified as a REIT for tax purposes, (2) avoid any federal income or excise
      tax liability, and (3) ensure that the LP will not be classified as a “publicly
      traded partnership” for purposes of Section 7704 of the Internal Revenue Code,
      which classification could result in the LP being taxed as a corporation, rather
      than as a partnership. The partnership agreement provides that the LP will
      distribute cash flow from operations to its limited partners in accordance
      with
      their relative percentage interests on at least a quarterly basis in amounts
      determined by the Company, such that a holder of one unit of limited partnership
      interest in the LP will receive the same amount of annual cash flow
      distributions from the LP as the amount of annual distributions paid to the
      holder of one of the Company’s shares of common stock. Remaining cash from
      operations will be distributed to the Company as the general partner to enable
      the Company to make distributions to its stockholders.  In addition
      to the
      administrative and operating costs and expenses incurred by the LP in acquiring
      and operating real properties, the LP will pay all of the Company’s
      administrative costs and expenses, and such expenses will be treated as expenses
      of the LP. The limited partner of the LP, BHO Partners, has the right to cause
      its limited partnership units to be redeemed by the LP or purchased by the
      Company for cash.  In either event, the cash amount to be paid will
      be
      equal to the cash value of the number of the Company’s shares that would be
      issuable if the limited partnership units were exchanged for the Company’s
      shares on a one-for-one basis.  Alternatively, the Company may elect
      to
      purchase the limited partnership units by issuing one share of the Company’s
      common stock for each limited partnership unit exchanged.  The Company
      may
      not (1) voluntarily withdraw as the general partner of the LP, (2) engage in
      any
      merger, consolidation or other business combination, or (3) transfer its general
      partnership interest in the LP (except to a wholly owned subsidiary), unless
      the
      transaction in which such withdrawal, business combination or transfer occurs
      results in the limited partners receiving or having the right to receive an
      amount of cash, securities or other property equal in value to the amount they
      would have received if they had exercised their exchange rights immediately
      prior to such transaction or unless, in the case of a merger or other business
      combination, the successor entity contributes substantially all of its assets
      to
      the LP in return for an interest in the LP and agrees to assume all obligations
      of the general partner of the LP.  The Company may also enter into a
      business combination or transfer its general partnership interest upon the
      receipt of the consent of a majority-in-interest of the limited partners of
      the
      LP, other than BHO Partners and other affiliates of Robert M. Behringer.




**2. Public
      Offering**




On
      September 20, 2005, the Company’s Registration Statement on Form S-11, covering
      a public offering of up to 40,000,000 shares of common stock to be offered
      at a
      price of $10 per share (the “Offering”), was declared effective under the
      Securities Act of 1933. The Registration Statement also covers the offering
      of
      up to 8,000,000






6






**Behringer
        Harvard Opportunity REIT I, Inc.**
 **Notes
        to Consolidated Financial Statements**
 **(Unaudited)**


shares
      of
      common stock to be offered at a maximum price of $9.50 per share pursuant to
      the
      Company’s distribution reinvestment plan.




Stockholders,
      after their initial purchase of shares, may elect to make cash investments
      of
      $25.00 or more in additional shares of common stock at regular intervals as
      part
      of the Company’s automatic purchase plan.




The
      Company will not commence active operations until it receives and accepts
      subscriptions for a minimum of 200,000 shares for gross offering proceeds of
      $2,000,000. After the initial 200,000 shares are sold, subscription proceeds
      will be held in escrow until investors are admitted as stockholders. The Company
      intends to admit new stockholders at least monthly. At that time, subscription
      proceeds may be released to the Company from escrow and applied to the making
      of
      investments and the payment or reimbursement of the dealer manager fee, selling
      commissions and other organization and offering expenses. Until required for
      such purposes, net offering proceeds will be held in short-term, liquid
      investments.




The
      Company intends to use the proceeds from its public offering, after deducting
      offering expenses, primarily to acquire commercial properties, such as office
      buildings, shopping centers, business and industrial parks, manufacturing
      facilities, apartment buildings, warehouse and distribution facilities, and
      motel and hotel properties.




The
      Company’s advisor is Behringer Harvard Opportunity Advisors I LP (the
“Advisor”), a Texas limited partnership formed in 2004 and an affiliate of the
      Company. The Advisor is responsible for managing the Company’s affairs on a
      day-to-day basis and for identifying and making acquisitions and investments
      on
      behalf of the Company.




Unless
      liquidated earlier, the Company anticipates causing its shares of common stock
      to be listed for trading on a national securities exchange or for quotation
      on
      The Nasdaq National Market System or liquidating its real estate portfolio
      on or
      before the sixth anniversary of the termination of the Offering. Depending
      upon
      the then- prevailing market conditions, it is the Company’s intention to
      consider beginning the process of liquidation within three to six years after
      the termination of the Offering. If the Company does not liquidate, the Company
      intends to begin the process of causing its shares of common stock to be listed
      for trading on a national securities exchange or for quotation on The Nasdaq
      National Market System prior to the sixth anniversary of the termination of
      the
      Offering. In the event the Company does not obtain such listing prior to the
      sixth anniversary of the termination of this Offering, unless a majority of
      the
      Company’s board of directors and a majority of the Company’s independent
      directors extend such date, the Company’s charter requires the Company to begin
      the sale of its properties and liquidation of its assets.




**3. Interim
      Unaudited Financial Information**




The
      accompanying consolidated financial statements should be read in conjunction
      with the Company’s Registration Statement on Form S-11, as amended, which was
      filed with the Securities and Exchange Commission (“SEC”). Certain information
      and footnote disclosures normally included in financial statements prepared
      in
      accordance with generally accepted accounting principles in the United States
      of
      America (“GAAP”) have been condensed or omitted in this report on Form 10-Q
      pursuant to the rules and regulations of the SEC. In the opinion of management,
      the disclosures contained in this report are adequate to make the information
      presented not misleading.




The
      results for the interim period shown in this report are not necessarily
      indicative of future financial results. The accompanying consolidated balance
      sheet as of September 30, 2005 and consolidated statements of operations and
      cash flows for the period ended September 30, 2005 have not been audited by
      the
      Company’s independent registered public accounting firm. In the opinion of
      management, the accompanying unaudited






7






**Behringer
        Harvard Opportunity REIT I, Inc.**
 **Notes
        to Consolidated Financial Statements**
 **(Unaudited)**


consolidated
      financial statements include all adjustments (of a normal recurring nature)
      necessary to present fairly the consolidated financial position of the Company
      as of September 30, 2005 and the consolidated results of its operations and
      cash
      flows for the period then ended.





**4.** **Summary
      of Significant Accounting Policies**





***Use
      of Estimates in the Preparation of Financial
      Statements***




The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenue and expenses during the reporting periods. These
      estimates include such items as purchase price allocation for real estate
      acquisitions, impairment of long-lived assets, depreciation and amortization
      and
      allowance for doubtful accounts. Actual
      results could differ from those estimates.




***Principles
      of Consolidation and Basis of Presentation***




Our
      consolidated financial statements include our accounts and the accounts of
      our
      subsidiaries. All inter-company transactions, balances and profits have been
      eliminated in consolidation. Interests in entities acquired are evaluated based
      on Financial Accounting Standards Board Interpretation (“FIN”) No. 46R
“Consolidation of Variable Interest Entities,” which requires the consolidation
      of variable interest entities in which we are deemed to be the primary
      beneficiary. If the entity is determined not to be a variable interest entity
      under FIN No. 46R, then the entity is evaluated for consolidation under the
      American Institute of Certified Public Accountants (“AICPA”) Statement of
      Position 78-9 (“SOP 78-9”), “Accounting for Investments in Real Estate
      Ventures.”




***Real
      Estate***




Upon
      the
      acquisition of real estate properties, we will allocate the purchase price
      of
      those properties to the tangible assets acquired, consisting of land and
      buildings, and identified intangible assets based on their relative fair values
      in accordance with Statement of Financial Accounting Standards No. 141,
“Business Combinations” and No. 142, “Goodwill and Other Intangible Assets.”
      Identified intangible assets consist of the fair value of above-market and
      below-market leases, in-place leases, in-place tenant improvements and tenant
      relationships.




The
      fair
      value of the tangible assets to be acquired, consisting of land and buildings,
      will be determined by valuing the property as if it were vacant, and the
“as-if-vacant” value will then allocated to land and buildings. Land values will
      be derived from appraisals, and building values will be calculated as
      replacement cost less depreciation or management’s estimates of the relative
      fair value of these assets using discounted cash flow analyses or similar
      methods. The value of the building will be depreciated over the estimated useful
      life of 25 years using the straight-line method.




We
      will
      determine the value of above-market and below-market in-place leases for
      acquired properties based on the present value (using an interest rate that
      reflects the risks associated with the leases acquired) of the difference
      between (i) the contractual amounts to be paid pursuant to the in-place leases
      and (ii) management’s estimate of current market lease rates for the
      corresponding in-place leases, measured over a period equal to the remaining
      non-cancelable terms of the respective leases. We will record the fair value
      of
      above-market and below-market leases as intangible assets or intangible
      liabilities, respectively, and amortize them as an adjustment to rental income
      over the remaining non-cancelable terms of the respective leases.




The
      total
      value of identified real estate intangible assets acquired will be further
      allocated to in-place lease values, in-place tenant improvements, in-place
      leasing commissions and tenant relationships based on management’s evaluation of
      the specific characteristics of each tenant’s lease and our overall relationship
      with that respective tenant. The aggregate value for tenant improvements and
      leasing commissions will be based on estimates of these costs incurred at
      inception of the acquired leases, amortized through the date of acquisition.
      The
      aggregate value of in-place leases acquired and tenant relationships will be
      determined by applying a fair value






8




**Behringer
        Harvard Opportunity REIT I, Inc.**
 **Notes
        to Consolidated Financial Statements**
 **(Unaudited)**


model.
      The estimates of fair value of in-place leases will include an estimate of
      carrying costs during the expected lease-up periods for the respective spaces
      considering current market conditions. In estimating the carrying costs that
      would have otherwise been incurred had the leases not been in place, management
      will include such items as real estate taxes, insurance and other operating
      expenses as well as lost rental revenue during the expected lease-up period
      based on current market conditions. The estimates of the fair value of tenant
      relationships also will include costs to execute similar leases including
      leasing commissions, legal and tenant improvements, as well as an estimate
      of
      the likelihood of renewal as determined by management on a tenant-by-tenant
      basis.




We
      plan
      to amortize the value of in-place leases and in-place tenant improvements to
      expense over the initial term of the respective leases. The value of tenant
      relationship intangibles will be amortized to expense over the initial term
      and
      any anticipated renewal periods, but in no event will the amortization period
      for intangible assets exceed the remaining depreciable life of the building.
      Should a tenant terminate its lease, the unamortized portion of the in-place
      lease value and tenant relationship intangibles would be charged to
      expense.




***Cash
      and Cash Equivalents***




We
      consider investments in highly-liquid money market funds with maturities of
      three months or less to be cash equivalents. The carrying amount of cash and
      cash equivalents reported on the balance sheet approximates fair value. As
      of
      September 30, 2005 and December 31, 2004 we had no cash
      equivalents.




***Impairments***




For
      real
      estate we will own directly, our management will monitor events and changes
      in
      circumstances indicating that the carrying amounts of the real estate assets
      may
      not be recoverable. When such events or changes in circumstances are present,
      we
      will assess potential impairment by comparing estimated future undiscounted
      operating cash flows expected to be generated over the life of the asset and
      from its eventual disposition, to the carrying amount of the asset. In the
      event
      that the carrying amount exceeds the estimated future undiscounted operating
      cash flows, we will recognize an impairment loss to adjust the carrying amount
      of the asset to estimated fair value.




For
      real
      estate we will own through an investment in a joint venture, tenant-in-common
      interest or other similar investment structure, at each reporting date,
      management will compare the estimated fair value of our investment to the
      carrying value. An impairment charge will be recorded to the extent the fair
      value of our investment is less than the carrying amount and the decline in
      value is determined to be other than a temporary decline.




***Deferred
      Financing Fees***




Deferred
      financing fees will be recorded at cost and will be amortized using a method
      that approximates the effective interest method over the life of the related
      debt.




***Revenue
      Recognition***




We
      will
      recognize rental income generated from all leases on real estate assets that
      we
      consolidate on a straight-line basis over the terms of the respective leases.
      Some leases may contain provisions for the tenants’ payment of additional rent
      after certain tenant sales revenue thresholds are met. Such contingent rent
      will
      be recognized as revenue after the related revenue threshold is
      met.




***Organizational
      and Offering Costs***




The
      Advisor funds organization and offering costs on our behalf. We are required
      to
      reimburse the Advisor for such organization and offering costs up to 2.0% of
      the
      cumulative capital raised in the Offering. Organization and offering costs
      include items such as legal and accounting fees, marketing, promotional and
      printing costs, and specifically exclude internal salaries. All offering costs
      are recorded as an offset to additional paid-in capital, and all organization
      costs are recorded as an expense at the time we become liable for the payment
      of
      these amounts.




9






**Behringer
        Harvard Opportunity REIT I, Inc.**
 **Notes
        to Consolidated Financial Statements**
 **(Unaudited)**


***Income
      Taxes***




The
      Company intends to make an election to be taxed as a real estate investment
      trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code
      commencing with its taxable year ending December 31, 2006. If the Company
      qualifies for taxation as a REIT, the Company generally will not be subject
      to
      federal corporate income tax as long as it distributes at least 90% of its
      taxable income to its stockholders. REITs are subject to a number of other
      organizational and operational requirements. Even if the Company qualifies
      for
      taxation as a REIT, it may be subject to certain state and local taxes on its
      income and property, and federal income and excise taxes on its undistributed
      income.




***Concentration
      of Credit Risk***




At
      September 30, 2005, the Company had cash on deposit in one financial institution
      in excess of federally insured levels; however, the Company has not experienced
      any losses in such account. The Company limits investments of cash investments
      to financial institutions with high credit standing and regularly monitors
      the
      financial stability of these financial institutions; therefore, the Company
      believes it is not exposed to any significant credit risk on cash.





***Earning
      (loss) per Share***





Earning
      (loss) per share is calculated base on the weighted average number of common
      shares outstanding during each period. Convertible stock of 1,000 shares has
      been excluded from the calculation for earnings per share because the effect
      would be anti-dilutive for the periods presented.




**5.** **Capitalization**





At
      September 30, 2005, the Company was authorized to issue 350,000,000 shares
      of
      common stock, 50,000,000 shares of preferred stock and 1,000 shares of
      non-participating, non-voting, convertible stock (“Convertible Stock”). All
      shares of such stock have a par value of $.0001 per share. On November 23,
      2004
      (date of inception), the Company sold 1,000 shares of convertible stock and
      21,739 shares of common stock to Behringer Harvard Holdings, LLC (“Holdings”)
      for $201,000 in cash. The shares of Convertible Stock will be converted into
      shares of common stock if (1) the holders of the common stock have received
      distributions equal to the sum of the aggregate capital invested by such
      stockholders and a 10% cumulative, non-compounded, annual return on such capital
      contributions; or (2) the shares of common stock are listed for trading on
      a
      national securities exchange or for quotation on The Nasdaq National Market
      System. Conversion of the Convertible Stock may be limited by the Company’s
      Board of Directors if it determines that full conversion may jeopardize the
      Company’s qualifications as a REIT. The terms of the Convertible Stock provide
      that, generally, the Advisor, as the holder of such shares, will receive shares
      of common stock with a value equal to 15% of the amount that the sum of the
      enterprise value, as defined, plus distributions paid to stockholders exceeds
      the sum of the capital invested by the stockholders and a 10% cumulative,
      non-compounded, annual return on such capital. The Company’s Board of Directors
      may authorize additional shares of capital stock and their characteristics
      without obtaining stockholder approval.





**6.** **Related
      Party Arrangements**





Certain affiliates of the Company will receive fees and compensation in
      connection with the Offering and the acquisition, management and sale of the
      assets of the Company.




During the term of the Offering, Behringer Securities, LP (“Behringer
      Securities”), the affiliated dealer-manager, will receive a commission of up to
      7% of gross offering proceeds before reallowances of commissions earned by
      participating broker-dealers; provided that Behringer Securities will receive
      1%
      of the gross proceeds of purchases pursuant to the Company’s distribution
      reinvestment plan. Behringer Securities intends to reallow 100%






10
 
   **Behringer
          Harvard Opportunity REIT I, Inc.**
 **Notes
          to Consolidated Financial Statements**
 **(Unaudited)**


of
      commissions earned to participating broker-dealers. In addition, up to 2% of
      gross proceeds before reallowance to participating broker-dealers will be paid
      to Behringer Securities as a dealer manager fee; provided that Behringer
      Securities will not receive dealer manager fees pursuant to the Company’s
      distribution reinvestment plan. Behringer Securities may reallow a portion
      of
      its dealer manager fees of up to 1.5% of the gross offering proceeds to be
      paid
      to such participating broker-dealers as marketing fees, including bona fide
      conference fees incurred, and bona fide due diligence expense
      reimbursement.





The
      Advisor, or its affiliates, may receive up to 2% of gross offering proceeds
      for
      reimbursement of organization and offering expenses upon execution of the
      advisory agreement; provided that the Advisor will not receive any reimbursement
      of organization and offering expenses pursuant to the Company’s distribution
      reinvestment plan. The Company has no obligation to reimburse any organization
      or offering costs in excess of 2% of gross offering proceeds. As of September
      30, 2005, $2,463,063 of organization and offering expenses had been incurred
      by
      the Advisor on the Company’s behalf. None of these costs had been reimbursed by
      the Company as of September 30, 2005.





The
      Advisor or its affiliates will also receive acquisition and advisory fees of
      2.5% of the contract purchase price of each asset for the acquisition,
      development or construction of real property or, with respect to any mortgage
      loan, up to 2.5% of the funds advanced in respect of a loan.




The
      Advisor or its affiliates will also receive debt financing fees of 1% of the
      amount available to the Company under a debt financing originated or refinanced
      by or for the Company. It is anticipated that the Advisor will pay some or
      all
      of these fees to third parties with whom it subcontracts to coordinate financing
      with us.





The
      Advisor or its affiliates will also receive reimbursement of acquisition
      expenses up to 0.5% of the contract price of each asset, or with respect to
      a
      mortgage, funds advanced.





The
      Company expects to pay HPT Management Services LP (“HPT Management”), its
      property manager and an affiliate of the Company, fees for the management and
      leasing of the Company’s properties. Such fees are expected to equal 4.5% of
      gross revenues plus leasing commissions based upon the customary leasing
      commission charged in arm’s length transactions by others rendering similar
      services in the same geographic area for similar properties as determined by
      a
      survey of brokers and agents is such area.





The
      Company will pay the Advisor a monthly asset management fee of one-twelfth
      of
      0.75% of aggregate asset value.





The
      Advisor or its affiliates also will be paid a disposition fee if the Advisor
      provides a substantial amount of services, as determined by the Company’s
      independent directors, in connection with the sale of one or more properties.
      In
      such event, the Company will pay the Advisor an amount not exceeding the lesser
      of: (A) one-half of the brokerage commission paid, or (B) 3% of the contract
      price of each property sold, provided that such fee will not be paid until
      the
      investors have received total distributions equal to or in excess of the sum
      of
      their aggregate capital contributions plus a 10% annual, cumulative,
      non-compounded return on such capital contributions. Subordinated disposition
      fees that are not payable at the date of sale, because investors have not yet
      received their required minimum distributions, will be deferred and paid at
      such
      time as these subordination conditions have been satisfied. In addition, after
      investors have received total distributions equal to or in excess of the sum
      of
      their aggregate capital contributions plus a 10% annual, cumulative,
      non-compounded return on such capital contributions, then the Advisor is
      entitled to receive an additional participation in net sale proceeds fee equal
      to 15% of remaining net sale proceeds. This amount is reduced by the value
      of
      any partial conversion of the Convertible Stock. However, upon conversion in
      full of the Convertible Stock, the Company will not be required to pay any
      participation in net sale proceeds.






11
 
  **Behringer
          Harvard Opportunity REIT I, Inc.**
 **Notes
          to Consolidated Financial Statements**
 **(Unaudited)**


Also,
      upon listing of the Company’s common stock for trading on a national securities
      exchange or for quotation on The Nasdaq National Market System, an incentive
      listing fee up to 15% of the amount by which the market value of the Company’s
      outstanding stock plus distributions paid by the Company prior to listing,
      exceeds the sum of the aggregate capital contributions by investors plus a
      10%
      annual, cumulative, non-compounded return on such capital contributions, will
      be
      paid to the Advisor. The incentive listing fee will be reduced by the value
      of
      the shares of common stock issued upon conversion of the Convertible Stock.
      However, upon conversion in full of the Convertible Stock, the Company will
      not
      be required to pay any incentive listing fee.





In
      addition, upon termination of the advisory agreement with the Advisor, a
      performance fee of 15% of the amount by which the Company’s appraised asset
      value at the time of such termination less the Company’s indebtedness, plus cash
      and cash equivalents at the time of termination plus total distributions paid
      to
      the Company’s stockholders through the termination date exceeds the aggregate
      capital contributed by investors plus payment to the investors of a 10% annual,
      cumulative, non-compounded return on the capital contributed by investors will
      be paid to the Advisor as a performance fee. No performance fee will be paid
      if
      the Company has already paid or become obligated to pay the Advisor an incentive
      listing fee. The performance fee will be reduced by the value of the shares
      of
      common stock issued upon partial conversion of the Convertible Stock. However,
      upon conversion in full of the Convertible Stock, the Company will not be
      required to pay any performance fee.





The
      Company will reimburse the Advisor or its affiliates for all expenses paid
      or
      incurred by them in connection with the services they provide to the Company,
      subject to the limitation that the Company will not reimburse for any amount
      by
      which the Advisor’s operating expenses (including the asset management fee) at
      the end of the four preceding fiscal quarters exceeds the greater of: (i) 2%
      of
      the Company’s average invested assets, or (ii) 25% of the Company’s net income.





**7.** **Incentive
      Award Plan**





The
      Behringer Harvard Opportunity REIT I, Inc. 2004 Amended and Restated Incentive
      Award Plan (“Incentive Award Plan”) was approved by the Company’s board of
      directors on July 19, 2005 and by the Company’s stockholder on July 25, 2005.
      The Incentive Award Plan authorizes the grant of stock options to directors
      and
      consultants and to employees, directors and consultants of the Company’s
      affiliates. A total of 11,000,000 shares have been authorized and reserved
      for
      issuance under the Incentive Award Plan. No awards have been granted under
      any
      Incentive Award Plan as of September 30, 2005.




**8.         
      Subsequent Events**




The Company commenced its initial public offering of shares of common stock
      on
      September 20, 2005. Until subscriptions aggregating at least $2,000,000 were
      received and accepted, all subscription proceeds were placed in escrow pursuant
      to the terms of an escrow agreement with Citibank Texas, N.A. The conditions
      of
      the escrow agreement were satisfied on October 27, 2005. In addition, there
      are
      special escrow accounts established under the escrow agreement for subscriptions
      from residents of Pennsylvania and New York , and we would not accept
      subscriptions from residents of these states until we have received qualifying
      subscriptions aggregating at least  $23,800,000 and $2,500,000,
      respectively. The conditions of the special escrow account for New York was
      satisfied as of October 28, 2005. The conditions of the special escrow account
      for Pennsylvania has not been satisfied and no shares of common stock have
      been
      sold in Pennsylvania, as the Company is not authorized to sell its common stock
      in Pennsylvania at this time. Through November 9, 2005, the Company has accepted
      subscriptions and issued 441,204 shares of its common stock to stockholders
      with gross proceeds of $4,408,510 distributed to the Company. Of the $4,408,510
      distributed to the Company, $305,314 and $88,170 is payable to Behringer
      Securities for commissions and dealer manager fees, respectively, and $88,170
      is
      payable to Behringer Advisors for reimbursement of organization and offering
      expenses. Behringer Securities will reallow all of the commissions to
      participating broker-dealers and reallow a portion of the dealer manager fees
      to
      participating broker-dealers as marketing fees, including bona fide






12




**Behringer
        Harvard Opportunity REIT I, Inc.**
 **Notes
        to Consolidated Financial Statements**
 **(Unaudited)**


conference
      fees incurred and due diligence expense reimbursement. Net proceeds to the
      Company as of November 9, 2005 were $3,926,856 after deducting amounts payable
      for such fees and expenses.




**9. Recently
      Announced Accounting Pronouncements**




Financial Accounting Standards Board (“FASB”) No. 123R, “Share-Based Payment,” a
      revision to FASB No. 123 “Accounting for Stock-Based Compensation” was issued in
      December 2004. The Statement supersedes APB Opinion No. 25, “Accounting for
      Stock Issued to Employees” and its related implementation guidance. This
      Statement focuses primarily on accounting for transactions in which an entity
      obtains employee services in share-based payment transactions and requires
      the
      measurement and recognition of the cost of the employee services received in
      exchange for an award of equity instruments for goods or services. The
      Statement, which originally was to take effect the beginning of the first
      interim or annual reporting period that begins after June 15, 2005,
      was
      amended on April 14, 2005 to allow companies to implement the Statement
      at
      the beginning of their next fiscal year. The Statement is not expected to have
      a
      material effect on our financial condition, results of operations, or
      liquidity.





FASB
      Statement No. 154, “Accounting Changes and Error Corrections,” a
      replacement of APB Opinion No. 20 and FASB Statement No. 3, was
      issued
      in May 2005. The Statement provides guidance on the accounting for and reporting
      of accounting changes and error corrections. It establishes, unless
      impracticable, retrospective application as the required method for reporting
      a
      change in accounting principle in the absence of explicit transition
      requirements specific to the newly adopted accounting principle. This Statement
      is effective for accounting changes and corrections of errors made in fiscal
      years beginning after December 15, 2005.





Emerging
      Issues Task Force (“EITF”) Issue 04-5, “Investor’s Accounting for an Investment
      in a Limited Partnership When the Investor Is the Sole General Partner and
      the
      Limited Partners Have Certain Rights,” was ratified by the FASB in June 2005. At
      issue is what rights held by the limited partner(s) preclude consolidation
      in
      circumstances in which the sole general partner would consolidate the limited
      partnership in accordance with GAAP. The assessment of limited partners’ rights
      and their impact on the presumption of control of the limited partnership by
      the
      sole general partner should be made when an investor becomes the sole general
      partner and should be reassessed if (a) there is a change to the terms or in
      the
      exercisability of the rights of the limited partners, (b) the sole general
      partner increases or decreases its ownership of limited partnership interests,
      or (c) there is an increase or decrease in the number of outstanding limited
      partnership interests. This consensus applies to limited partnerships or similar
      entities, such as limited liability companies that have governing provisions
      that are the functional equivalent of a limited partnership. This Issue is
      effective no later than for fiscal years beginning after December 15, 2005
      and
      as of June 29, 2005 for new or modified arrangements. The Issue is not expected
      to have a material effect on our financial condition, results of operations,
      or
      liquidity.







13




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




The
      following discussion and analysis should be read in conjunction with the
      accompanying financial statements of the Company and the notes
      thereto:




**Forward-Looking
      Statements**




This
      section contains forward-looking statements, including discussion and analysis
      of the Company’s financial condition, anticipated capital expenditures required
      to complete projects, amounts of anticipated cash distributions to the Company’s
      stockholders in the future and other matters. These forward-looking statements
      are not historical facts but are the intent, belief or current expectations
      of
      the Company’s business and industry. Words such as
“anticipates,”“expects,”“intends,”“plans,”“believes,”“seeks,”“estimates,” and
      variations of these words and similar expressions are intended to identify
      forward-looking statements. These statements are not guarantees of the future
      performance and are subject to risks, uncertainties and other factors, some
      of
      which are beyond the Company’s control, are difficult to predict and could cause
      actual results to differ materially from those expressed or forecasted in the
      forward-looking statements.




Forward-looking
      statements that were true at the time made may ultimately prove to be incorrect
      or false. You are cautioned to not place undue reliance on forward-looking
      statements, which reflect the Company’s management’s view only as of the date of
      this Form 10-Q. The Company undertakes no obligation to update or revise
      forward-looking statements to reflect changed assumptions, the occurrence of
      unanticipated events or changes to future operating results. Factors that could
      cause actual results to differ materially from any forward-looking statements
      made in this Form 10-Q include changes in general economic conditions, changes
      in real estate conditions, construction costs which may exceed estimates,
      construction delays, increases in interest rates, lease-up risks, inability
      to
      obtain new tenants upon the expiration of existing leases, and the potential
      need to fund tenant improvements or other capital expenditures out of operating
      cash flow. The forward-looking statements should be read in light of these
      factors and the factors identified in the “Risk Factors” section of the
      Company’s Registration Statement on Form S-11 filed with the Securities and
      Exchange Commission.




**Critical
      Accounting Policies and Estimates**




The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenue and expenses during the reporting periods.
      Actual results could differ from those estimates.




Below
      is
      a discussion of the accounting policies that the Company considers to be
      critical in that they may require complex judgment in their application or
      require estimates about matters that are inherently uncertain.




***Real
      Estate***




Upon
      the
      acquisition of real estate properties, we will allocate the purchase price
      of
      those properties to the tangible assets acquired, consisting of land and
      buildings, and identified intangible assets based on their relative fair values
      in accordance with Statement of Financial Accounting Standards No. 141,
“Business Combinations” and No. 142, “Goodwill and Other Intangible Assets.”
      Identified intangible assets consist of the fair value of above-market and
      below-market leases, in-place leases, in-place tenant improvements and tenant
      relationships.




The
      fair
      value of the tangible assets to be acquired, consisting of land and buildings,
      will be determined by valuing the property as if it were vacant, and the
“as-if-vacant” value will then be allocated




14


to
      land
      and buildings. Land values will be derived from appraisals, and building values
      will be calculated as replacement cost less depreciation or management’s
      estimates of the relative fair value of these assets using discounted cash
      flow
      analyses or similar methods. The value of the building will be depreciated
      over
      the estimated useful life of 25 years using the straight-line method.




We
      will
      determine the value of above-market and below-market in-place leases for
      acquired properties based on the present value (using an interest rate that
      reflects the risks associated with the leases acquired) of the difference
      between (i) the contractual amounts to be paid pursuant to the in-place leases
      and (ii) management’s estimate of current market lease rates for the
      corresponding in-place leases, measured over a period equal to the remaining
      non-cancelable terms of the respective leases. We will record the fair value
      of
      above-market and below-market leases as intangible assets or intangible
      liabilities, respectively, and amortize them as an adjustment to rental income
      over the remaining non-cancelable terms of the respective leases.




The
      total
      value of identified real estate intangible assets acquired will be further
      allocated to in-place lease values, in-place tenant improvements, in-place
      leasing commissions and tenant relationships based on management’s evaluation of
      the specific characteristics of each tenant’s lease and our overall relationship
      with that respective tenant. The aggregate value for tenant improvements and
      leasing commissions will be based on estimates of these costs incurred at
      inception of the acquired leases, amortized through the date of acquisition.
      The
      aggregate value of in-place leases acquired and tenant relationships will be
      determined by applying a fair value model. The estimates of fair value of
      in-place leases will include an estimate of carrying costs during the expected
      lease-up periods for the respective spaces considering current market
      conditions. In estimating the carrying costs that would have otherwise been
      incurred had the leases not been in place, management will include such items
      as
      real estate taxes, insurance and other operating expenses as well as lost rental
      revenue during the expected lease-up period based on current market conditions.
      The estimates of the fair value of tenant relationships also will include costs
      to execute similar leases including leasing commissions, legal and tenant
      improvements, as well as an estimate of the likelihood of renewal as determined
      by management on a tenant-by-tenant basis.




We
      plan
      to amortize the value of in-place leases and in-place tenant improvements to
      expense over the initial term of the respective leases. The value of tenant
      relationship intangibles will be amortized to expense over the initial term
      and
      any anticipated renewal periods, but in no event will the amortization period
      for intangible assets exceed the remaining depreciable life of the building.
      Should a tenant terminate its lease, the unamortized portion of the in-place
      lease value and tenant relationship intangibles would be charged to
      expense.




***Impairments***




For
      real
      estate we will own directly, our management will monitor events and changes
      in
      circumstances indicating that the carrying amounts of the real estate assets
      may
      not be recoverable. When such events or changes in circumstances are present,
      we
      assess potential impairment by comparing estimated future undiscounted operating
      cash flows expected to be generated over the life of the asset and from its
      eventual disposition to the carrying amount of the asset. In the event that
      the
      carrying amount exceeds the estimated future undiscounted operating cash flows,
      we will recognize an impairment loss to adjust the carrying amount of the asset
      to estimated fair value.




For
      real
      estate we will own through an investment in a joint venture, tenant-in-common
      interest or other similar investment structure, at each reporting date,
      management will compare the estimated fair value of our investment to the
      carrying value. An impairment charge will be recorded to the extent the fair
      value of our investment is less than the carrying amount and the decline in
      value is determined to be other than a temporary decline.






15






**Liquidity
      and Capital Resources**




The
      amount of dividends to be distributed to the Company’s stockholders will be
      determined by its board of directors and is dependent on a number of factors,
      including funds available for payment of dividends, financial condition, capital
      expenditure requirements and annual distribution requirements needed to maintain the
      Company’s status
      as
      a REIT under the Internal Revenue Code. Operating cash flows are expected to
      increase as properties are acquired in the development of the Company’s
      investment portfolio.




The
      Company’s principal demands for funds will be for property acquisitions, either
      directly or through investment interests, for mortgage loan investments, for
      the
      payment of operating expenses and dividends, and for the payment of interest
      on
      the Company’s outstanding indebtedness and other investments. Generally, cash
      needs for items other than property acquisitions and mortgage loan investments
      will be met from operations, and cash needs for property acquisitions will
      be
      met from public offerings of the
      Company’s shares. However, there may be a delay between the sale of the
      Company’s shares and its purchase of properties and mortgage loan investments,
      which could result in a delay in the benefits to its stockholders, if any,
      of
      returns generated from the
      Company’s operations. The Advisor evaluates potential property acquisitions and
      mortgage loan investments and engages in negotiations with sellers and borrowers
      on the Company’s behalf. Investors should be aware that after a purchase
      contract is executed that contains specific terms, the property will not be
      purchased until the successful completion of due diligence and negotiation
      of
      final binding agreements. During this period, the Company may decide to
      temporarily invest any unused proceeds from the Offering in certain investments
      that could yield lower returns than the properties. These lower returns may
      affect the Company’s ability to make distributions.




Potential
      future sources of capital include proceeds from secured or unsecured financings
      from banks or other lenders, proceeds from the sale of properties and
      undistributed funds from operations. If necessary, the Company may use
      financings or other sources of capital in the event of unforeseen significant
      capital expenditures.




**Results
      of Operations**




As
      of the
      date of this Form 10-Q, the Company has not commenced any significant
      operations, as subscriptions for the Company’s stock pursuant to the Offering
      were placed in escrow until the Company had received and accepted subscriptions
      aggregating at least $2,000,000. The conditions of the Company’s escrow
      agreement with Citibank Texas, N.A. were satisfied on October 27, 2005
      and as a result, operations could commence beginning in the fourth quarter
      of
      2005 with the initial acceptance of stockholders by the Company on November
      9,
      2005.




**Inflation**




The
      real
      estate market has not been affected significantly by inflation in the past
      several years due to the relatively low inflation rate. However, the Company
      intends to include provisions in the majority of its tenant leases that would
      protect it from the impact of inflation. These provisions include reimbursement
      billings for common area maintenance charges, real estate tax and insurance
      reimbursements on a per square foot basis, or in some cases, annual
      reimbursement of operating expenses above a certain per square foot
      allowance.






16







**Item
      3.** **Quantitative
      and Qualitative Disclosures About Market Risk.**




The
      Company has limited exposure to financial market risks, including changes in
      interest rates and other relevant market prices. The Company does not have
      any
      foreign operations and is not exposed to foreign currency
      fluctuations.




**Item
      4.** **Controls
      and Procedures.**




Within
      the 90-day period prior to the filing of this report, our management evaluated,
      with the participation of our principal executive officer and principal
      financial officer, the effectiveness of our disclosure controls and procedures
      as of September 30, 2005. Based on that evaluation, our principal executive
      officer and principal financial officer have concluded that our disclosure
      controls and procedures were effective as of the end of the period covered
      by
      this report. To these officers’ knowledge, there were no significant changes in
      our internal controls or in other factors that could significantly affect our
      disclosure controls and procedures subsequent to the date of their
      evaluation.




There
      have been no changes in our internal control over financial reporting (as
      defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities
      Exchange Act pf 1934) that occurred during the three months ended September
      30,
      2005 that have materially affected, or are reasonably likely to materially
      affect, our internal control over financial reporting.







17






**PART
      II.**


**OTHER
      INFORMATION**




**Item
      1.**  **Legal
      Proceedings.**




No
      events
      occurred during the quarter covered by this report that would require a response
      to this item.




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




On
      September 20, 2005, the Company’s Registration Statement on Form S-11 (File No.
      333-120847), covering a public offering (the “Offering”) of up to 40,000,000
      shares of common stock to be offered at a price of $10.00 per share was declared
      effective under the Securities Act of 1933. The Form S-11 also covers
      the offering of up to 8,000,000 shares of common stock
      at
      a maximum price of $9.50 per share pursuant to the Company’s
      distribution reinvestment plan.




As
        of the
        date of this Form 10-Q, the Company has not commenced any significant
        operations, as subscriptions for the Company’s stock pursuant to the Offering
        were placed in escrow until the Company had received and accepted subscriptions
        aggregating at least $2,000,000. The conditions of the Company’s escrow
        agreement with Citibank Texas, N.A. were satisfied on October 27, 2005
        and as a result, operations could commence beginning in the fourth quarter
        of
        2005 with the initial acceptance of stockholders by the Company on November
        9,
        2005.




**Item
      3.**  **Defaults
      upon Senior Securities.**




No
      events
      occurred during the quarter covered by the report that would require a response
      to this item.




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




On
      September 2, 2005, prior to the effectiveness of the Offering, the
      Company’s sole stockholder approved the Articles of Amendment and Restatement,
      which amended and restated the Articles of Incorporation of the Company. These
      Articles of Amendment and Restatement were filed with the Maryland Secretary
      of
      State and became effective on September 6, 2005.






18


On
      July
      25, 2005, prior to the effectiveness of the Offering, the Company’s sole
      stockholder approved the Company’s Amended and Restated 2004 Stock Incentive
      Award Plan.




**Item
      5.**  **Other
      Information.**




On
      September 2, 2005, the Company dismissed PricewaterhouseCoopers
      LLP
      as its independent registered public accounting firm. Effective the
      same
      date, the Audit Committee of the Company's Board of Directors
      appointed Deloitte & Touche LLP as the Company's new independent
      registered public accounting firm.




**Item
      6.**  **Exhibits** **.**




The
      exhibits filed in response to Item 601 of Regulation S - K
      are
      listed on the Exhibit Index attached hereto.






19







**SIGNATURE**




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.




**Behringer
                Harvard Opportunity REIT I, Inc.**Dated:
                November 14, 2005
              By:
              /s/ Gary
                S. BreskyGary
                S. BreskyChief
                Financial Officer









20




**Index
      to Exhibits**




**Exhibit
      Number**   **Description**




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 and Financial Officers pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002






*
      In
      accordance with Release No. 34-47986, this Exhibit is hereby furnished to the
      SEC as an accompanying document and is not deemed “filed” for purposes of
      Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
      liabilities of that Section, nor shall it be deemed incorporated by reference
      into any filing under the Securities Act of 1933.








21