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ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

On January 11, 2010, Prime Group Realty Trust (the “Company”) announced its intention to delist its 9% Series B Cumulative Redeemable Preferred Shares (“Series B Preferred Shares”) from the New York Stock Exchange (the “NYSE”) and remove the Series B Preferred Shares from registration under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). In the next few weeks, the Company expects to voluntarily cease trading on the NYSE. After voluntarily delisting the Series B Preferred Shares from the NYSE, the Company expects that the trading of the Series B Preferred Shares will be reported in the Pink Sheets with Pink OTC Markets Inc. The Company also expects to subsequently file a Form 15 with the Securities and Exchange Commission (the “SEC”) to deregister the Series B Preferred Shares under Sections 12(b) and 12(g) of the Exchange Act, and to suspend the reporting obligations of the Company under Section 15(d) of the Exchange Act. These actions are consistent with the Company’s previous disclosures and its obligations under the Agreement and Plan of Merger (the “Merger Agreement”) relating to the July 2005 acquisition of its common shares. Upon filing for deregistration with the SEC, the Company will become a voluntary filer of its reports under the Exchange Act through June 30, 2010 in accordance with its obligations under the Merger Agreement. The Company’s Board of Trustees has approved the delisting from the NYSE and deregistration of the Series B Preferred Shares under the Exchange Act in order to save significant costs associated with compliance with these regulatory provisions.

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 SEC.

The Company issued a press release on January 11, 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.

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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.

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