Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

FELDMAN MALL PROPERTIES, INC.

(Name of Issuer)

Common Stock
(Class of Securities)

314308107
(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 22, 2008
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-(b)(3) or (4), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		314308107		Page		1		of		3

Page 2 of 3

Item 1 Security and Issuer

          This statement relates to the common stock, $0.01 par value (the “Stock”), of Feldman Mall Properties, Inc. (the “Company”). The principal executive offices of the Company are located at 1010 Northern Blvd., Suite 314, Great Neck, NY 11021.

Item 2 Identity and Background

          This statement is being filed by Paul J. Denby, a citizen of the United States of America (“Denby”). Denby’s principal business of personal investments is conducted from his principal business office at 4613 Redwood Court, Irving, Texas 75038.

          Denby has not been a party to any criminal proceeding in the past five years, nor has Denby been involved in any civil proceeding regarding violations of federal or state securities laws during the past five years.

Item 3 Source and Amount of Funds or Other Consideration

          Item 3 is hereby amended and restated in its entirety as follows:

          Since October 12, 2007, Denby has purchased a total of 903,100 shares of the Stock (“Shares”) for an aggregate price of $2,979,673 in open-market transactions, using personal funds. Since Denby filed a Schedule 13D with the Securities and Exchange Commission (the “SEC”) on March 12, 2008 (“Schedule 13D”), he purchased 203,100 shares of Stock (“Additional Shares”) at an aggregate price of $257,772.

Item 4 Purpose of Transaction

          Denby acquired the Additional Shares for the same purposes as set forth in the Schedule 13D.

Item 5 Interest in Securities of the Issuer

          Item 5 is hereby amended and restated in its entirety as follows:

          (a) Denby owns 903,100 Shares, which represent 6.4% of the issued and outstanding Shares.

          (b) Denby possesses the sole power to vote and dispose of the Shares described in Item 5(a) herein.

          (c) Since the filing of Schedule 13D, through July 22, 2008, Denby has effected the following stock purchases of the Company’s Stock via the NYSE, except the July 22, 2008 purchase that was effected via the OTC BB:

Page 3 of 3

Date of Transaction		Shares				Price Per Share
4/10/08			12,000			$	3.64
4/11/08			12,600			$	2.55
4/15/08			50,000			$	1.74
4/16/08			45,400			$	1.52
6/18/08			7,600			$	1.34
7/22/08			75,500			$	0.20

          (d) No person is known to have the right to receive or the powers to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

          (e) Not applicable.

Item 6		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

          Same as Schedule 13D.

Item 7		Exhibits

          Not applicable.

SIGNATURE

          After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated this 29th day of July, 2008