SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

    FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      (Mark One)

      |X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2003

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

                  For the transition period from          to

                           Commission File No. 0-32615

                        FRANKLIN STREET PROPERTIES CORP.
             (Exact name of registrant as specified in its charter)

                  Maryland                                      04-3578653
                  --------                                      ----------
       (State or other jurisdiction of                       (I.R.S. Employer
       incorporation or organization)                        Identification No.)

401 Edgewater Place, Suite 200, Wakefield, Massachusetts          01880-6210
      ----------------------------------------                    ----------
      (Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number, including area code: (781) 557-1300

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, $.0001 par value per share

      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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

      Indicate by check mark whether the registrant is an accelerated filer as
defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended. Yes
|X| No |_|.

      As of June 30, 2003, the aggregate fair market value of Common Stock held
by non-affiliates of the registrant, as determined in good faith by the Board of
Directors of the registrant, was $592,421,876.

      There were 49,630,338 shares of Common Stock outstanding as of March 10,
2004.
<PAGE>

      Documents incorporated by reference: The Registrant intends to file a
definitive proxy statement pursuant to Regulation 14A, promulgated under the
Securities Exchange Act of 1934, as amended, to be used in connection with the
Registrant's Annual Meeting of Stockholders to be held on May 7, 2004. The
information required in response to Items 10 - 14 of Part III of this Form 10-K,
other than that contained in Item 4A, "Executive Officers of FSP Corp.," is
hereby incorporated by reference to such proxy statement.
<PAGE>

                                EXPLANATORY NOTE

      The purpose of this amendment is to amend the cover page to correct the
aggregate fair market value of Common Stock held by non-affiliates of the
registrant as of June 30, 2003, as determined in good faith by the Board of
Directors of the registrant, which was reported incorrectly due to a clerical
error.
<PAGE>

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

      3.    Exhibits:

            The Exhibits listed in the Exhibit Index are filed as part of this
            Amendment No. 1 to Annual Report on Form 10-K.
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to its
Annual Report on Form 10-K/A to be signed on its behalf as of April 1, 2004 by
the undersigned, thereunto duly authorized.

                                    FRANKLIN STREET PROPERTIES CORP.


                                    By: /s/ Barbara J. Corinha
                                        -------------------------------------
                                        Barbara J. Corinha
                                        Vice President, Chief Operating Officer,
                                        Treasurer and Secretary
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.    Description

  31.1         Certification of FSP Corp.'s President and Chief Executive
               Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
               2002.

  31.2         Certification of FSP Corp.'s Vice President, Chief Operating
               Officer (equivalent of Chief Financial Officer), Treasurer and
               Secretary pursuant to Section 302 of the Sarbanes-Oxley Act of
               2002.