UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 255, 2010

PRIME GROUP REALTY TRUST
(Exact name of registrant as specified in its charter)


MARYLAND	1-13589	36-4173047
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


330 North Wabash Avenue, Suite 2800, Chicago, Illinois		60611
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: ~~(312) 917-1300~~

NOT APPLICABLE

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. Entry Into Material Definitive Agreement.

Prime Group Realty Trust (the “Company”) issued a press release today announcing that its Board of Trustees approved the sale of 180 North LaSalle Street, Chicago, Illinois (the “Property”), from the subsidiary of the Company (the “Seller”) that owns the Property to 180 N. LaSalle Realty LLC (the “Purchaser”), an entity indirectly controlled by Mr. Michael Silberberg of Nanuet, New York. The Purchaser and Seller entered into a purchase and sale agreement that became effective on February 25, 2010, which was the date it was approved by the Company’s Board.

The gross purchase price for the Property is $72.25 million, subject to customary pro-rations, credits and adjustments. The closing of the sale is conditioned upon the existing first mortgage lender consenting to the assumption of the Property’s existing debt by the Purchaser, unless the Purchaser notifies the Seller that the Purchaser has elected not to assume the existing debt and will instead obtain new financing for the acquisition. The Purchaser has deposited $4.0 million (the “Earnest Money”) in escrow to secure its obligation to purchase the Property, which is nonrefundable except upon (i) the failure of the first mortgage lender to consent to the assumption of the existing debt by the Purchaser or (ii) the occurrence of certain other customary events, such as a default by the Seller or the failure of the Seller to deliver certain satisfactory tenant estoppel certificates. The Company currently estimates that after closing adjustments and costs, the Seller will receive net proceeds of approximately $12.46 million. The Seller’s estimated GAAP gain on the sale is approximately $1.8 million.

It is currently contemplated that the closing will occur in May or June 2010. In the event that the Purchaser defaults on its obligation to purchase the Property, the Seller’s sole remedy is to receive the Earnest Money as liquidated damages.

There can be no assurances that all of the conditions to closing will be satisfied and that this transaction will actually close, or that if it does close, it will close pursuant to the foregoing timetable or the terms set forth in this Form 8-K. This Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect management’s current views with respect to future events and financial performance. The words “believes”, “expects”, “anticipates”, “estimates”, and similar words or expressions are generally intended to identify forward-looking statements. Actual results may differ materially from those expected because of various risks and uncertainties, including, but not limited to, changes in general economic conditions, adverse changes in real estate markets as well as other risks and uncertainties included from time to time in the Company’s filings with the Securities and Exchange Commission.

ITEM 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

AOn ~~subsidiary~~March 2, ~~of the Company~~2010, ~~Continental~~Prime ~~Towers,~~Group ~~L.L.C.~~Realty Trust (~~“CT~~the ~~LLC~~“Company”), isdisclosed ~~the~~that ~~owner~~two of ~~Tower~~its I,subsidiaries ~~Tower~~that ~~III~~own ~~and~~portions ~~the~~of ~~Commercium at~~ the Continental Towers Complex in Rolling Meadows, Illinois ~~(the~~were ~~“CT~~in ~~Property”).~~default ~~The~~on CTtheir ~~Property~~respective ~~is currently encumbered by a first~~ mortgage ~~loan~~loans ~~from~~that encumber ~~CWCapital LLC (“Lender”) in~~ the ~~principal~~property. ~~amount~~On ~~of $73.6~~March ~~million (the~~5, ~~“CT~~2010, ~~Loan”).~~these Atwo ~~separate~~subsidiaries ~~subsidiary~~and of the Company,’s ~~Continental~~operating ~~Towers~~partnership, ~~Associates~~Prime ~~III~~Group Realty, ~~LLC~~L.P. (“~~CTA III~~PGRLP”), isreceived ~~the owner~~notices offrom ~~Tower~~the IIlender atthat the ~~Continental~~lender ~~Towers~~was ~~Complex~~accelerating (the ~~“CTA~~maturity ~~III~~date ~~Property”).~~of ~~The CTA III Property is currently~~the ~~encumbered~~loans byand ademanding ~~first~~payment ~~mortgage~~of ~~loan~~all ~~from~~amounts ~~Lender~~due inunder the ~~principal amount of $41~~loans.~~4 million (the “CTA III Loan”).~~

2The Company’s subsidiaries which are the borrowers under the loans are currently in discussions with the Lender regarding the loans, including the possibility of a deed in lieu of foreclosure transaction with the lender and other related matters.

OnPursuant ~~February 26,~~to ~~2010,~~the ~~CTA~~terms ~~III~~of ~~informed~~each loan, the ~~Lender~~loans ~~that~~are itnon-recourse isto intheir ~~default~~respective ~~under~~borrowers, ~~the~~subject ~~CTA~~to ~~III~~customary non-recourse ~~Loan~~carve-outs, ~~because~~including ~~the~~but ~~cash flow~~not ~~from~~limited ~~the~~to, ~~CTA~~certain ~~III~~environmental ~~Property~~matters, isfraud, ~~not~~waste, ~~sufficient~~misapplication toof funds, ~~pay~~various special purpose entity covenants, the ~~required~~filing ~~escrows~~of ~~and~~a ~~debt~~voluntary ~~service~~bankruptcy ~~payments~~and onother ~~the~~similar ~~CTA~~matters, ~~III~~which ~~Loan.~~non-recourse Oncarve-outs ~~the~~have ~~same~~been ~~day,~~guaranteed CTby ~~LLC~~PGRLP. ~~acknowledged~~The toCompany ~~the~~is ~~Lender~~currently ~~that~~not aware of the CToccurrence ~~Loan~~of isany event inthat ~~default~~would ~~because~~constitute ita isnon-recourse ~~cross~~carve-~~defaulted with~~out ~~the~~on ~~CTA~~either ~~III Loan~~loan.

~~CTA~~ITEM ~~III~~8.01 ~~and~~OTHER ~~CT LLC are currently in discussions with the Lender regarding the foregoing~~EVENTS.

~~Pursuant~~The toCompany ~~the~~announced ~~terms~~today ofthat ~~each loan, upon~~ the ~~occurrence~~Company’s Board of aTrustees ~~default~~determined ~~the~~not ~~Lender~~to ~~may~~declare ~~accelerate~~a ~~both~~quarterly ~~loans~~distribution ~~and~~on ~~declare~~its ~~the~~Series B ~~obligations~~Preferred ~~immediately~~Shares ~~due~~for ~~and payable. However,~~ the CTfirst ~~Loan~~quarter ~~and~~of ~~the CTA III Loan are non-recourse to their respective borrowers~~2010, ~~subject~~and tothat ~~customary~~the ~~non-recourse~~Board ~~carve-outs,~~is ~~including~~unable ~~but not limited~~ to, ~~certain environmental~~determine ~~matters,~~when ~~fraud, waste, misapplication of funds, various special purpose entity covenants,~~ the ~~filing of a~~Company ~~voluntary~~might ~~bankruptcy~~recommence ~~and~~distributions ~~other~~on ~~similar matters, which non-recourse carve-outs have been guaranteed by~~ the ~~Company’s operating~~Series B ~~partnership,~~Preferred ~~Prime Group Realty, L~~Shares.P. The ~~Company~~Board is ~~currently~~also ~~not~~in ~~aware of~~ the ~~occurrence~~process of ~~any~~considering various ~~event~~financing, ~~that would~~capitalization, ~~constitute~~asset asales ~~non-recourse~~and ~~carve-out~~other onalternatives ~~either~~for ~~loan~~the Company.

~~This~~The ~~Form~~Board’s ~~8-K~~decision ~~contains~~was ~~certain~~based ~~forward-looking~~on ~~statements within~~ the ~~meaning~~Company’s ofcurrent ~~the~~capital ~~Private~~resources ~~Securities~~and ~~Litigation Reform~~liquidity ~~Act~~needs ofand ~~1995~~the ~~that~~overall ~~reflect~~negative state ~~management’s~~of ~~current~~the ~~views~~economy ~~with respect to future events~~ and ~~financial~~capital ~~performance~~markets. The ~~words~~ ~~“believes”,~~Board ~~“expects”,~~intends ~~“anticipates”,~~to ~~“estimates”,~~review ~~and~~the ~~similar~~suspension ~~words~~of orthe ~~expressions~~Series B ~~are generally intended to~~Preferred ~~identify~~distributions ~~forward-looking~~periodically ~~statements.~~based ~~Actual~~on ~~results~~the ~~may~~Board’s ~~differ~~ongoing ~~materially~~review ~~from~~of ~~those~~the ~~expected~~Company’s ~~because~~financial ofresults, ~~various~~capital ~~risks~~resources and ~~uncertainties,~~liquidity ~~including~~needs, ~~but~~and ~~not~~the ~~limited~~condition ~~to,~~of ~~changes~~the ineconomy ~~general~~and ~~economic~~capital ~~conditions,~~markets. ~~adverse~~The ~~changes~~Company incan ~~real~~give no assurances that ~~estate~~distributions ~~markets~~on asthe ~~well~~Company’s asSeries B ~~other~~Preferred ~~risks~~Shares ~~and~~will ~~uncertainties~~be ~~included~~resumed, ~~from~~or ~~time~~that toany ~~time~~financing, incapitalization, ~~the~~asset sales ~~Company’s~~or ~~filings~~other ~~with~~alternatives ~~the Securities~~will ~~and~~be ~~Exchange~~satisfactorily ~~Commission~~concluded.

This Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect management’s current views with respect to future events and financial performance. The words “believes”, “expects”, “anticipates”, “estimates”, and similar words or expressions are generally intended to identify forward-looking statements. Actual results may differ materially from those expected because of various risks and uncertainties, including, but not limited to, changes in general economic conditions, adverse changes in real estate markets as well as other risks and uncertainties included from time to time in the Company’s filings with the Securities and Exchange Commission.

The Company issued a press release on March 10, 2010 disclosing the foregoing matters set forth in this Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(c)

Exhibits.

Exhibit
No.		Description
99.1		Press Release of Prime Group Realty Trust dated March 210, 2010.

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 hereunto duly authorized.

PRIME GROUP REALTY TRUST


		PRIME GROUP REALTY TRUST

Dated: March 10, 2010		By: /s/ Jeffrey A. Patterson
		Jeffrey A. Patterson
		President and Chief Executive Officer

Dated: March 2, 2010	By:	/s/ Jeffrey A. Patterson
		Jeffrey A. Patterson
		President and Chief Executive Officer

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