Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MASTANDREA JAMES C
   2. Issuer Name and Ticker or Trading Symbol
Whitestone REIT [NONE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
2600 S. GESSNER, SUITE 500		 3. Date of Earliest Transaction (Month/Day/Year)
01/15/2009
(Street)

HOUSTON, TX 77063		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units (1) 01/15/2009   J(2)   703,912 (3)   01/15/2009   (4) Common Shares 703,912 (3) $ 0 (2) 703,912 I By L.P.

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MASTANDREA JAMES C
2600 S. GESSNER
SUITE 500
HOUSTON, TX 77063		   X     Chairman & CEO  

Signatures

 /s/ David K. Holeman Attorney-In-Fact for James C. Mastandrea   01/21/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Units (the "Units") of Whitestone REIT Operating Partnership, L.P., a Delaware limited partnership ( the "Operating Partnership") are convertible on a one-for-one basis into common shares of beneficial interest in Whitestone REIT, par value $0.001 per share (the "Common Shares").
(2) Units acquired by Midwest Development Venture IV, an Illinois limited partnership ("Midwest") in exchange for real property, as disclosed on Whitestone REITs current report on Form 8-K, filed January 21, 2009.
(3) Includes Units owned by Midwest. Mr. Mastandrea owns both a limited partner interest in this partnership and also owns 100% of the equity of the general partner of the partnership. As a result, Mr. Mastandrea may be deemed to be the beneficial owner of the Units held by this partnership. Therefore, the number of units reported herein as beneficially owned by Mr. Mastandrea includes the 703,912 units owned by Midwest. With the exception of those Units owned pursuant to his limited partner interest, in Midwest, Mr. Mastandrea disclaims beneficial ownership of the Units and all Common Shares into which the Units are convertible, except to the extent of his pecuniary interest in such Units or Common Shares. The Units are convertible on a one-for-one basis into Common Shares.
(4) None.

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