UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                ***EXIT FILING***
                               (Amendment No. 3)*

                     Heritage Property Investment Trust Inc.
                    -----------------------------------------
                                (Name of Issuer)

                                     Common
                                 -------------
                         (Title of Class of Securities)

                                    42725M107
                                  -------------
                                 (CUSIP Number)


             Date of Event which Requires Filing of this Statement

                                  July 31, 2006
                              --------------------

Check the appropriate box to designate the rule pursuant to which the Schedule
is filed:

[x]     Rule 13d-1(b)
[ ]     Rule 13d-1(c)
[ ]     Rule 13d-1(d)

* 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 the
disclosures provided in prior coverage.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose 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).

SEC 1745 (12-02)
                                     Page 1






Amendment No. 3 to SCHEDULE 13G

CUSIP No.  42725M107                                        Page 2 of 6 Pages
-------------------------------------------------------------------------------
1)  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

    Cohen & Steers, Inc.      14-1904657
-------------------------------------------------------------------------------
2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                          (a) [ ]
                                                          (b) [x]
-------------------------------------------------------------------------------
3)  SEC USE ONLY

-------------------------------------------------------------------------------
4)  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware
-------------------------------------------------------------------------------
    NUMBER        5)   SOLE VOTING POWER
    OF                 0
    SHARES        -------------------------------------------------------------
    BENEFICIALLY  6)   SHARED VOTING POWER
    OWNED BY           0
    EACH          -------------------------------------------------------------
    REPORTING     7)   SOLE DISPOSITIVE POWER
    PERSON             0
    WITH          -------------------------------------------------------------
                  8)   SHARED DISPOSITIVE POWER
                       0
-------------------------------------------------------------------------------
9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0
-------------------------------------------------------------------------------
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES             [ ]

-------------------------------------------------------------------------------
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    0.0%
-------------------------------------------------------------------------------
12) TYPE OF REPORTING PERSON

    HC, CO
-------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!




Amendment No. 3 to SCHEDULE 13G

CUSIP No.  42725M107                                        Page 3 of 6 Pages
-------------------------------------------------------------------------------
1)  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

    Cohen & Steers Capital Management, Inc.  13-335336
-------------------------------------------------------------------------------
2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                          (a) [ ]
                                                          (b) [x]
-------------------------------------------------------------------------------
3)  SEC USE ONLY


-------------------------------------------------------------------------------
4)  CITIZENSHIP OR PLACE OF ORGANIZATION

    New York
-------------------------------------------------------------------------------
    NUMBER        5)   SOLE VOTING POWER
    OF                 0
    SHARES        -------------------------------------------------------------
    BENEFICIALLY  6)   SHARED VOTING POWER
    OWNED BY           0
    EACH          -------------------------------------------------------------
    REPORTING     7)   SOLE DISPOSITIVE POWER
    PERSON             0
    WITH          -------------------------------------------------------------
                  8)   SHARED DISPOSITIVE POWER
                       0
-------------------------------------------------------------------------------
9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0
-------------------------------------------------------------------------------
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES       [ ]

-------------------------------------------------------------------------------
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    0.0%
-------------------------------------------------------------------------------
12) TYPE OF REPORTING PERSON

    IA, CO
-------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!





Amendment No. 3 to SCHEDULE 13G                          Page 4 of 6 Pages

Item 1  (a)  Name of Issuer
             Heritage Property Investment Trust, Inc.

        (b)  Address of Issuer's Principal Executive Office
             131 Dartmouth Street
             Boston, MA 02116

Item 2  (a)  Name of Person(s) Filing
             Cohen & Steers, Inc.
             Cohen & Steers Capital Management, Inc.
        (b)  Address of Principal Business Office:
             The principal address of both entities is:
             280 Park Avenue
             10th Floor
             New York, New York 10017
        (c)  Citizenship or Place of Orgainization:
             Cohen & Steers, Inc.:       Delaware
             Cohen & Steers Capital Management, Inc.:    New York
        (d)  Title of Class of Securities
             Common
        (e)  CUSIP Number
             42725M107

Item 3.     If this statement is filed pursuant to Rule 13d-l(b), or
            13d-2(b), check whether the person filing is a

            (a)  [ ]  Broker or Dealer registered under Section 15 of the Act

            (b)  [ ]  Bank as defined in Section 3(a)(6) of the Act

            (c)  [ ]  Insurance Company as defined in section 3(a)(19) of
                      the Act

            (d)  [ ]  Investment Company registered under Section 8 of the
                      Investment Company Act

            (e)  [x]  An investment advisor in accordance with Section
                      240.13d-1(b)(1)(ii)(E)

            (f)  [ ]  An employee benefit plan or endowment fund in accordance
                      with 240.13d-1(b)(1)(ii)(F)

            (g)  [x]  A parent holding company or control person in accordance
                      with Section 240.13d-l(b)(1)(ii)(G)

            (h)  [ ]  A savings association as defined in Section 3(b) of the
                      Federal Deposit Insurance Act (12 U.S.C. 1813)

            (i)  [ ]  A church plan that is excluded from the definition of an
                      investment company under section 3(c)(14) of the
                      Investment Company Act of 1940 (15U.S.C. 80a-3)

            (j)  [ ]  Group, in accordance with Section 240.13d-1(b)(l)(ii)(J)






                                                        Page 5 of 6 Pages

Item 4.      OWNERSHIP

             (a)  Amount of Shares Beneficially Owned as of July 31, 2006:

                  See row 9 on cover sheet

             (b)  Percent of Class:

                  See row 11 on cover sheet

             (c)  Number of Shares as to which such person has:

                  (i)   sole power to vote or to direct the vote:
                        See row 5 on cover sheet

                  (ii)  shared power to vote or to direct the vote:
                        See row 6 on cover sheet

                  (iii) sole power to dispose or to direct the
                        disposition of:
                        See row 7 on cover sheet

                  (iv)  shared power to dispose or to direct
                        the disposition of:
                        See row 8 on cover sheet

Item 5.      OWNERSHIP OF 5% OR LESS OF CLASS:
             Filing persons have ceased being beneficial owners of more than 5%
             of the filing class of securities reported herein.

Item 6       OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON:
             Not Applicable

Item 7       IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
             ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
             HOLDING COMPANY

             Cohen & Steers Capital Management, Inc., an investment advisor
             registered under Section 203 of the Investment Advisers Act,
             is a wholly-owned subsidiary of the parent company.

Item 8       IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
             See Item 3

Item 9       NOTICE OF DISSOLUTION OF GROUP:
             Not Applicable







Item 10      Certification

By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were acquired and are held in the ordinary  course
of business  and were not  acquired  and are not held for the purpose of or with
the  effect  of  changing  or  influencing  the  control  of the  issuer  of the
securities  and were not acquired in connection  with or as a participant in any
transaction having that purpose or effect.

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.

Date: August 10, 2006


/s/Robert Steers
----------------------------------
Signature


Robert H. Steers, Co-Chairman and Co Chief Executive Officer
Cohen & Steers, Inc. and Cohen & Steers Capital Management, Inc.
----------------------------------------------------------------
Name and Title




                                                                Page 6 of 6

                             JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)  promulgated under the Securities  Exchange Act
of 1934, as amended,  the undersigned  hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13G referred to
below)  on behalf  of each of them of a  Statement  on  Schedule  13G  including
amendments  thereto)  with  respect to the common  shares of  Heritage  Property
Investment  Trust, Inc. and that this Agreement may be included as an Exhibit to
such joint filing. This Agreement may be executed in any number of counterparts,
all of which together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
August 10, 2006.


                              COHEN & STEERS, INC.

                                        /s/Robert Steers
                                   By:-----------------------------------------
                                            Name: Robert H. Steers
                                            Title: Co-Chariman and Co-Chief
                                                   Executive Officer



                              COHEN & STEERS CAPITAL MANAGEMENT, INC.

                                        /s/Robert Steers
                                    By:----------------------------------------
                                             Name: Robert H. Steers
                                             Title:  Co-Chairman and Co-Chief
                                                     Executive Officer