8-K

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): August 1, 2008 (July 29, 2008)

Whitestone REIT

(Exact Name of Registrant as Specified in Its Charter)

Maryland	000-50256	76-0594970
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2600 South Gessner, Suite 500, Houston, Texas  77063

(Address of principal executive offices)     (Zip Code)

(713) 827-9595

(Registrant’s telephone number, including area code)

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:

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

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

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

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

Item 7.01 Regulation FD Disclosure.

On July 29, 2008, Whitestone REIT held its Annual Meeting of Shareholders.  At the meeting, a presentation was made by James C. Mastandrea, Chairman and Chief Executive Officer, which detailed the current position of Whitestone REIT and its future plans.

A copy of that presentation is furnished herewith as Exhibit 99.1 to the Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Presentation to Shareholders at the 2008 Annual Meeting.

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.

Date:  August 1, 2008	WHITESTONE REIT
	By:	/s/ David K. Holeman
		David K. Holeman
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Welcome Annual Meeting of Shareholders Houston Marriott Westchase Tuesday, July29, 2008

Today’s Agenda Yesterday Today Tomorrow

Yesterday

2003-2007 Yesterday Occupancy Trend

85%

80%

2003-2007 Yesterday Occupancy Trend

85%

80%

75%

70%

‘03 ‘04 ‘05 ‘06 ‘07

Beginning Challenges 2006 & 2007

•Business needed turnaround thinking

•Unfavorable occupancy & financial trends

•Deferred property maintenance

•On banks’ watch list

Yesterday

Beginning Challenges 2006 & 2007

•Litigation

• distracted management focus

• costly, and

• strained external relationships

•Company structure conflicted with

public listing standards

Yesterday

Moving forward to increase cash

flow & create shareholder value

Increase occupancies

Resolve costly litigation

Redevelop selected properties

Diversify geographic risk

Increase Occupancy Program Yesterday

Increase Occupancy - 2007

401,742 sq ft of new leases

440,724 sq ft of renewal leases

842,066 sq ft of total leases

401,742 sq ft of new leases

(311,004) sq ft of move outs

90,738 sq ft net gain

= 3% increase to 86% total occupancy

3%

increase to

86%

Total

Occupancy

2002-2007 Yesterday Quarterly Occupancy Trend

93%

91%

89%

87%

85%

83%

12/31/0312/31/02 12/31/04 12/31/05 12/31/06 12/31/07

2002-2007 Yesterday Quarterly Occupancy Trend

93%

91%

89%

87%

85%

83%

12/31/0312/31/02 12/31/04 12/31/05 12/31/06 12/31/07

Example Leases Executed

• USCensusBureau 11,946 sq ft

• AsianSupermarket 42,205 sq ft

• PortaMedic 8,723 sq ft

• XrayExpress 20,200 sq ft

• MerrillCorporation 13,751 sq ft

• WaltonConstruction 7,099 sq ft

•Increased occupancy

•Stabilized banking relationships

•Geographic diversification begun

•Redevelopment program underway

•Executive Management Leadership Grads

•Litigation concluded

Recent Accomplishments

Yesterday 2007-2008

Litigation Settlement Yesterday

•Two properties ($7.8 M book value)

•GardenOaksShopping Center

•NortheastSquareShopping Center

•Whitestone Shares & OP Units

•293,961.54 – Common Shares

•1,068,451.217 – OP Units

Litigation Settlement

Yesterday Exchanged Properties for Shares

2008

•Both parties agree not to:

•Invest

•Merge

•Solicit proxies

Litigation Settlement

Yesterday 5-Year Standstill

2008

•Legal Costs $4.6 million

•Gain on exchange $3.0 million

•Internalized Management

•No external management acquisition cost

•No ongoing 3rd party fees based on revenue

•Necessary for public listing

Litigation Settlement

Yesterday Settlement Summary

2008

Moving forward to increase cash

flow & create shareholder value

Redevelop selected properties

Diversify geographic risk

Redevelopment Program Yesterday

Yesterday Holly Knight

•Renovated to stabilize cash flow

•Completed Q2 2008

•Rent: $12 to $14 per sq ft + 17%

Yesterday Holly Knight Before

Holly Knight During

Yesterday Holly Knight After

Yesterday Westchase

•Increased gross leasable space

•Completion: Sept 2008

•Doubled rents -from $8 to $16 sq ft

Yesterday Westchase Before

Yesterday Westchase During

Westchase During: Endcap

Yesterday Westchase

Yesterday Westchase

Westchase

Yesterday Westchase After 2008 Expected Completion

Yesterday Westchase After 2008 Expected Completion

Moving forward to increase cash

flow & create shareholder value

Diversify geographic risk

through acquisitions

Acquisition Late 2007 Yesterday

Pima Norte Arizona

Potential Acquisitions To increase cash flow & create shareholder value

•Smaller properties -35,000 to 250,000 sq ft

•Larger metro markets outside of Texas

•Irreplaceable infill locations

•Constructed buildings with land

•Upside value add potential

•Houston access: 2-1/2 hours away by airplane

Acquisition Focus

Tomorrow

•Houston

•4TH largest US city

•Chicago

•2nd largest US city

•Phoenix

•5TH largest US city

Diversified Geography

Tomorrow

Office 45,000 sq. ft.

Office 30,000 sq. ft.

Retail 85,000 sq. ft.

Mixed-Use 45,000 sq. ft.

Mixed-Use 101,000 sq. ft.

Today Our Challenges

Financial Markets Collapsed August 2007

Economy Financial Market Impact

•Distressed lenders

•Scarce capital

•Increased borrowing rates and fees

•Investors want higher returns

•REIT stocks decreased 30%

Expansion Time to Sell

Real Estate Value Cycle

Contraction Time to Buy

Growth Over Time

TIME VALUE Bottom

Our Operating Strategy Today we are in Recovery

•Drive our occupancies

•Revenues

•Net Cash Flow

•Reposition our potential value add properties

•Expand into new markets

•Replace our costly inventory with - -

Properties We are Proud to Own

Our Financing Strategy

Today we are in Recovery

•Restructure our balance sheet

•Lower our borrowing cost

•Increase our cash position

•Increase our financial flexibility

•Increase Funds From Operations

•Raise equity by selling shares

Management Decades of Experience

Experience – Training – Diversity

Today Developing our People

•Real Estate & Capital Markets Experience

•Senior Management & Operating Group - -200+ years

•Executive Management Leadership Training

•16 Graduates July 2008

•Diversity of personnel

•48 people – 12 different languages

Whitestone’s Platform

Today Properties

Industrial Retail Office

20.21%

38.44%

41.36%

Our Starting Point

•35 properties

•31 Texas: Houston

•2 Texas: Dallas

•1 Texas: San Antonio

•1 Arizona: Carefree

(adjacent to Scottsdale)

•$225 million asset value

•3 million sq ft (approx.)

Office (Headquarters)

Texas: Houston

Office Texas: Houston

Office Texas: Houston

Industrial Texas: Houston

Industrial Texas: Houston

Retail Texas: Houston

Tomorrow A look toward our future

2004-2008 Yesterday Occupancy Trend

90%

85%

80%

75%

70%

‘04 ‘05 ‘06 ‘07 ‘08

Tomorrow Challenges & Opportunities

•Current Portfolio Limitations

• Deferred maintenance

• Low rents

• High tenant turnover

•Capital & credit market tightening

•Raising institutional investor awareness

•Disposition of non-core properties

Challenges

Tomorrow

Non—Core Asset

Non-Core Asset

Non-Core Asset

Non-Core Asset

Opportunities

Tomorrow

• Increase cash flow with our internalized leasing, management, and redevelopment experience

• Purchase value added properties at significant discounts

• Raise Institutional equity

• List shares

Our Mission is to serve

Our Shareholders by working diligently and efficiently to maximize the value of the real estate properties we own, and collectively, the value of the enterprise;

Our Mission is to serve

Our Tenants by providing quality rental space and a professional community atmosphere, at a fair rental rate;

Our Mission is to serve

Our Vendors by working together in an ethical and honest manner;

Our Mission is to serve

Our Fellow Employees by providing development and training while encouraging them to pursue excellence in every aspect of their personal and professional lives.

Forward Looking Statement

This presentation includes “forward-looking statements” within the

meaning of Section 27A of the Securities Act of 1933, as amended, and

section 21E of the Securities Exchange Act of 1934. The information in

this presentation includes certain forward-looking statements that are

based upon assumptions that in the future may prove not to have been

accurate and are subject to significant risks and uncertainties, including

statements as to the future performance of the company. Although the

company believes that the expectations reflected in its forward-looking

statements are reasonable, it can give no assurance that such

expectations or any of its forward-looking statements will prove to be

correct. Factors that could cause results to differ include, but are not

limited to, successful performance of internal plans, product

development acceptance, and the impact of competitive services and

pricing and general economic risks and uncertainties.

Questions & Answers

Thank You!