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): May 1417, 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 52.0201. ~~DEPARTURE~~Completion OFof ~~DIRECTORS~~Acquisition ORor ~~CERTAIN~~Disposition ~~OFFICERS;~~of ~~ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS~~Assets.

~~On May 14, 2010, Mr. Jeremy Zednick’s employment with~~ Prime Group Realty Trust (the “Company”), asissued ~~the~~a ~~Company’s~~press ~~Vice~~release today ~~President~~announcing –that ~~Corporate~~on ~~Accounting and the principal accounting officer of the Company~~May 17, ~~ended.~~2010 ~~Mr. Zednick’s~~it ~~departure occurred~~closed inon ~~connection with~~ the ~~previously~~sale ~~announced and pending voluntary delisting by the Company~~ of ~~its~~180 9%North ~~Series B~~LaSalle ~~Cumulative~~Street, ~~Redeemable~~Chicago, ~~Preferred~~Illinois ~~Shares~~ (the “~~Series B Preferred Shares~~Property”), from the ~~New York Stock Exchange and the~~ ~~voluntary~~subsidiary ~~deregistration by the Company~~ of the ~~Series B Preferred Shares under the Securities and Exchange Act of 1934, as amended. The~~ Company’s ~~Board of Trustees approved~~ (the ~~delisting~~“Seller”) ~~and~~that ~~deregistration~~owned of the ~~Series B Preferred Shares~~ inProperty ~~order~~ to ~~save~~180 ~~significant~~N. ~~costs~~LaSalle ~~associated~~Realty ~~with~~LLC ~~compliance~~(the ~~with these regulatory provisions. After May 14~~“Purchaser”), ~~2010 and~~an ~~until~~entity ~~further~~indirectly ~~notice,~~controlled by Mr. ~~Paul~~Michael G.Silberberg ~~Del~~of ~~Vecchio~~Nanuet, ~~the~~New ~~Company’s Executive Vice President – Capital Markets, will also serve as chief accounting officer of the Company~~York.

~~This~~The ~~Form~~gross ~~8-K~~purchase price ~~filing~~for ~~contains certain forward-looking statements within~~ the ~~meaning~~Property ofwas ~~the~~$72.25 million, ~~Private~~subject ~~Securities Litigation Reform Act of 1995 that reflect management’s current views with respect~~ to ~~future events and financial~~customary ~~performance. The words “believes”~~pro-rations, ~~“expects”,~~credits ~~“anticipates”, “estimates”,~~ and ~~similar words or expressions are generally intended to identify forward-looking statements~~adjustments. ~~Actual~~After ~~results~~closing ~~may~~adjustments ~~differ materially from those expected because of various risks~~ and ~~uncertainties~~costs, ~~including, but not limited to, changes in general economic conditions,~~the ~~adverse~~Seller ~~changes~~received innet ~~real~~proceeds ~~estate~~of ~~markets~~approximately as$12.4 million. ~~well as other risks and uncertainties included from time to time in the~~The ~~Company~~Seller’s ~~filings~~estimated ~~with~~GAAP ~~the~~gain ~~Securities~~on ~~and~~the ~~Exchange~~sale ~~Commission~~is approximately $8.5 million.

~~Item~~This 9Form 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.01 ~~Financial~~The words ~~Statements~~“believes”, “expects”, “anticipates”, “estimates”, and ~~Exhibits~~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.

~~(a)~~ ITEM 9.01 Financial Statements and Exhibits.

(a) Financial Statements. None. (b) Pro forma financial information.

(di) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March ~~Exhibits.~~31, 2010

~~None~~ (ii) Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2010

2 (iii) Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2009

~~SIGNATURE~~ (iv) Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

~~Pursuant~~(v) Notes to ~~the~~Unaudited ~~requirements~~Pro ofForma ~~the~~Condensed ~~Securities~~Consolidated ~~Exchange~~Statements ~~Act~~ of ~~1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ Operations

		PRIME GROUP REALTY TRUST
		By: /s/ Jeffrey A. Patterson
		Jeffrey A. Patterson
Dated: May 20, 2010		President and Chief Executive Officer

(c)

Exhibits.


Exhibit No.		Description
99.1		Press Release of Prime Group Realty Trust dated May 21, 2010
99.2		Prime Group Realty Trust Unaudited Pro Forma Condensed Consolidated Financial Statements

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


Dated: May 21, 2010	By:	/s/ Jeffrey A. Patterson

		Jeffrey A. Patterson
		President and Chief Executive Officer

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