1176373--3/31/2006--BEHRINGER_HARVARD_REIT_I_

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Risks Related to an Investment in Behringer Harvard REIT I We may suffer from delays in locating suitable investments, which could adversely affect the return on your investment. We may have to make expedited decisions on whether to invest in certain properties, including prior to receipt of detailed information on the property. If we lose or are unable to obtain key personnel, our ability to implement our investment strategies could be delayed or hindered. Our rights, and the rights of our stockholders, to recover claims against our officers, directors and advisor are limited. We do not have substantial experience with international investments. Your investment may be subject to additional risks if we make international investments. Risks Related to Conflicts of Interest Behringer Advisors faces conflicts of interest relating to the purchase and leasing of properties, that may not be resolved in our favor. Behringer Advisors faces conflicts of interest relating to joint ventures, tenant-in-common investments or other co-ownership arrangements that could result in a disproportionate benefit to another Behringer Harvard sponsored program or a third-party. Actions by a co-venturer, co-tenant or partner might have the result of subjecting the property to liabilities in excess of those contemplated and may have the effect of reducing your returns. Behringer Advisors and its officers and employees and certain of our key personnel face competing demands for their time, and this may cause our investment returns to suffer. Our officers face conflicts of interest related to the positions they hold with affiliated entities, which could diminish the value of the services they provide to us. Your investment will be diluted upon conversion of the convertible stock. Behringer Advisors faces conflicts of interest relating to the conversion of the convertible stock, which could result in actions that are not necessarily in the long-term best interests of our stockholders. Behringer Advisors faces conflicts of interest relating to the incentive fee structure under our advisory agreement, which could result in actions that are not necessarily in the long-term best interests of our stockholders. Because we rely on affiliates of Behringer Harvard Holdings to provide advisory, property management and dealer manager services, if Behringer Harvard Holdings is unable to meet its obligations we may be required to find alternative providers of these services, which could result in a disruption of our business. Risks Related to Our Business in General A limit on the number of shares a person may own may discourage a takeover. Our charter permits our board of directors to issue stock with terms that may subordinate the rights of the holders of our current common stock or discourage a third- party from acquiring us. Maryland law prohibits certain business combinations, which may make it more difficult for us to be acquired. Maryland law also limits the ability of a third-party to buy a large stake in us and exercise voting power in electing directors. Our investment return may be reduced if we are required to register as an investment company under the Investment Company Act. You are bound by the majority vote on matters on which you are entitled to vote. Stockholders have limited control over changes in our policies and operations. Our board of directors may change our investment policies without stockholder approval, which could alter the nature of your investment. You are limited in your ability to sell your shares pursuant to the share redemption program. If you are able to resell your shares to us pursuant to our share redemption program, you will likely receive substantially less than the underlying asset value for your shares. Your interest in Behringer Harvard REIT I will be diluted if we issue additional shares. Payment of fees to Behringer Advisors and its affiliates will reduce cash available for investment and payment of distributions. We may be restricted in our ability to replace our property manager under certain circumstances. Distributions may be paid from capital, and there can be no assurance that we will be able to achieve expected cash flows necessary to continue to pay currently established distributions or maintain distributions at any particular level, or that distributions will increase over time. Until we generate operating cash flow sufficient to make distributions to our stockholders, we may make distributions from other sources in anticipation of future operating cash flow, which may reduce the amount of capital we ultimately invest and may negatively impact the value of your investment. Adverse economic conditions will negatively affect our returns and profitability. We and the other public programs sponsored by our affiliates have experienced losses in the past, and we may experience similar losses in the future. We are uncertain of our sources for funding of future capital needs, which could adversely affect the value of our investments. To hedge against exchange rate and interest rate fluctuations, we may use derivative financial instruments that may be costly and ineffective and may reduce the overall returns on your investment. Complying with REIT requirements may limit our ability to hedge risk effectively. General Risks Related to Investments in Real Estate Our operating results are affected by economic and regulatory changes that may have an adverse impact on the real estate market in general. We cannot assure you that we will be profitable or that we will realize growth in the value of our real estate assets. Properties that have significant vacancies could be difficult to sell, which could diminish the return on your real estate properties. We depend on tenants for revenue, and lease terminations could reduce our distributions to our stockholders. We may be unable to secure funds for future tenant improvements, which could adversely impact our ability to pay cash distributions to our stockholders. We may be unable to sell a property if or when we decide to do so, which could adversely impact our ability to pay cash distributions to our stockholders. Uninsured losses relating to real property or excessively expensive premiums for insurance coverage may adversely affect your returns. Our operating results may be negatively affected by potential development and construction delays and resultant increased costs and risks. If we contract with Behringer Development Company LP or its affiliates for newly developed property, we cannot guarantee that our earnest money deposit made to Behringer Development Company LP will be fully refunded. Competition with third parties in acquiring properties and other investments may reduce our profitability and the return on your investment. A concentration of our investments in any one property class may leave our profitability vulnerable to a downturn in such sector. Acquiring or attempting to acquire multiple properties in a single transaction may adversely affect our operations. If we set aside insufficient working capital reserves, we may be required to defer necessary property improvements. The costs of compliance with environmental laws and other governmental laws and regulations may adversely affect our income and the cash available for any distributions. Discovery of previously undetected environmentally hazardous conditions may adversely affect our operating results. Our costs associated with complying with the Americans with Disabilities Act may affect cash available for distributions. If we sell properties by providing financing to purchasers, we will bear the risk of default by the purchaser. Risks Associated with Debt Financing We will incur mortgage indebtedness and other borrowings, which will increase our business risks. If mortgage debt is unavailable at reasonable rates, we may not be able to refinance our properties, which could reduce the number of properties we can acquire and the amount of cash distributions we can make. Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders. Interest only indebtedness may increase our risk of default and ultimately may reduce our funds available for distribution to our stockholders. Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to make distributions to our stockholders. Financing arrangements involving balloon payment obligations may adversely affect our ability to make distributions. We have broad authority to incur debt, and high debt levels could hinder our ability to make distributions and could decrease the value of your investment. Risks Related to Investments in Real Estate Related Securities Investments in real estate related securities will be subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks of investing in subordinated real estate securities. Investments in real estate preferred equity securities involve a greater risk of loss than traditional debt financing. The mezzanine loans in which we may invest would involve greater risks of loss than senior loans secured by income producing real properties. We may make investments in non-U.S. dollar denominated securities, which will be subject to currency rates exposure and the uncertainty of foreign laws and markets. We expect that a portion of any real estate related securities investments we make will be illiquid and we may not be able to adjust our portfolio in response to changes in economic and other conditions. Interest rate and related risks may cause the value of our real estate related securities investments to be reduced. We have not made any investments in real estate related securities. We may acquire real estate related securities through tender offers, which may require us to spend significant amounts of time and money that otherwise could be allocated to our operations. Risks Associated with Mortgage Lending We do not have substantial experience investing in mortgage, bridge or mezzanine loans, which could adversely affect our return on mortgage investments. Our mortgage, bridge or mezzanine loans may be impacted by unfavorable real estate market conditions, which could decrease the value of our mortgage investments. Our mortgage, bridge or mezzanine loans will be subject to interest rate fluctuations, which could reduce our returns as compared to market interest rates. Delays in liquidating defaulted mortgage, bridge or mezzanine loans could reduce our investment returns. Returns on our mortgage, bridge or mezzanine loans may be limited by regulations. Foreclosures create additional ownership risks that could adversely impact our returns on mortgage investments. The liquidation of our assets may be delayed, which could delay distributions to our stockholders. Risks Associated with Section 1031 Tenant-in-Common Transactions We may have increased exposure to liabilities from litigation as a result of our participation in Section 1031 Tenant-in-Common transactions. We may have increased business and litigation risks as a result of any direct sales by us of tenant-in-common interests in Section 1031 Tenant-in-Common transactions. We are subject to certain risks in connection with our arrangements with Behringer Harvard Exchange Entities. We have acquired a substantial portion of properties in the form of tenant-in-common or other co-tenancy arrangements and we expect to enter into more such arrangements in the future. Therefore, we are subject to risks associated with co-tenancy arrangements that otherwise may not be present in non-co-tenancy real estate investments. Actions by a co-tenant might have the result of subjecting the property to liabilities in excess of those contemplated and may have the effect of reducing your returns. Our participation in Section 1031 TIC Transactions may limit our ability to borrow funds in the future, which could adversely affect the value of our investments. Failure to qualify as a REIT would adversely affect our operations and our ability to make distributions. Certain fees paid to us may affect our REIT status. Recharacterization of the Section 1031 TIC Transactions may result in taxation of income from a prohibited transaction, which would diminish distributions to our stockholders. You may have tax liability on distributions you elect to reinvest in our common stock. If our operating partnership fails to maintain its status as a partnership, its income may be subject to tax, which would reduce our cash available for distribution to our stockholders. In certain circumstances, we may be subject to federal and state taxes on income as a REIT, which would reduce our cash available for distribution to our stockholders. Non-U.S. income or other taxes, and a requirement to withhold such non-U.S. taxes, may apply, and if so the amount of net cash from operations payable to you will be reduced. Legislative or regulatory action could adversely affect investors. Equity participation in mortgage, bridge or mezzanine loans may result in taxable income and gains from these properties which could adversely impact our REIT status.

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1176373--3/31/2006--BEHRINGER_HARVARD_REIT_I__INC