DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
NA
1. NAME OF REPORTING PERSON
Bulldog Investors, Phillip Goldstein and Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
NA
8. SHARED VOTING POWER
NA
9. SOLE DISPOSITIVE POWER
NA
____________________________________________________
10. SHARED DISPOSITIVE POWER
NA
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,338,400
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.55
14. TYPE OF REPORTING PERSON
NA
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
322,000
8. SHARED VOTING POWER
20,000
9. SOLE DISPOSITIVE POWER
589,200
__________________________________________________________
10. SHARED DISPOSITIVE POWER
409,500
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
998,700
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
4.14%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
749,200
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
339,700
__________________________________________________________
10. SHARED DISPOSITIVE POWER
409,500
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
749,200
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
3.11%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of AmeriVest Properties
Inc. ("AMV").The principal executive offices of AMV are located
at 1780 South Bellaire Street, Suite 100, Denver, CO 80222.
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Invetors, Phillip
Goldstein, 60 Heritage Drive, Pleasantville, NY 10570 and Andrew
Dakos, 43 Waterford Drive, Montville, NJ 07045.
Phillip Goldstein is a self-employed investment advisor. He is
also President of Kimball and Winthrop, Inc., an investment
advisory firm and a Principal of Bulldog Investors. Andrew Dakos
is President of Elmhurst Capital,Inc., an investment advisory
firm and Managing Member of the general partner of Full Value
Partners L.P., an investment fund. Mr. Dakos is also a principal
of Bulldog Investors. Bulldog Investors is a group of private
investment funds.
During the last 5 years none of the reporting persons have been
convicted in a criminal proceeding, nor been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which they were or are subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
Mr. Phillip Goldstein and Mr. Andrew Dakos are U.S. citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Mr. Phillip Goldstein and Mr. Dakos have accumulated shares of
the Issuer on behalf of accounts that are managed by them. All
funds that have been utilized to purchase such shares are from
such accounts or from margin loans from broker dealers where
these accounts are held.
ITEM 4. PURPOSE OF TRANSACTION
The reporting persons believe that the issuer's shares are
significantly undervalued and urge management to promptly
maximize shareholder value via a sale, merger, or full
liquidation of the company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. As per the 10Q filed on 11/4/2005 there were 24,111,000 shares
outstanding as of 10/31/2005. The percentage set forth in this
item (5a) was derived using such number.
Bulldog Investors, Phillip Goldstein and Andrew Dakos
beneficially own a total of 1,338,400 shares or 5.55 % of the
outstanding shares.
Mr. Phillip Goldstein is deemed to be the beneficial owner of
998,700 shares of AMV or 4.14% of the outstanding shares. Mr.
Dakos is deemed to be the beneficial owner of 749,200 shares of
AMV or 3.11% of the outstanding shares.
b. Power to dispose of securities resides solely with Mr. Phillip
Goldstein for 589,200 shares and jointly with Mr. Dakos for
409,500 shares. Power to vote securities resides solely with Mr.
Phillip Goldstein for 322,000 shares and jointly for 15,000
shares. Power to dispose of securities resides solely with Mr.
Dakos for 339,700 shares and power to vote securities resides
solely with Mr. Dakos for 749,200 shares.
c. During the last sixty days the following shares of common
stock were purchased (there were no sales):
Phillip Goldstein
1/30/06 600 @ 4.6
1/27/06 55800 @ 4.59
1/26/06 1100 @ 4.45, 1000 @ 4.46 and 400 @ 4.5
1/25/06 1000 @ 4.48
1/23/06 58800 @ 4.38
12/15/05 13500 @ 4.06
12/14/05 54000 @ 4.08
12/12/05 42400 @ 4.08
12/9/05 53100 @ 4.08
12/8/05 19900 @ 4
12/7/05 80000 @ 4.05
12/2/05 12000 @ 4.08
Andrew Dakos
1/30/2006 900 4.6
1/30/2006 100 4.53
1/27/2006 16000 4.6
1/27/2006 50004.6
12/30/2005 10004.15
12/28/2005 70004.1
12/29/2005 10000 4.144
12/28/2005 40004.13
12/14/2005 3,000.00 4.04
12/14/2005 50004.02
12/13/2005 22000 4.05
12/6/2005 2,000.00 4.06
12/6/2005 5,000.00 4.11
12/6/2005 8,000.00 4.12
12/6/2005 28,700.004.09
12/6/2005 18,000.004.1
12/6/2005 30,500.004.08
12/2/2005 12004.07
12/5/2005 25000 4.0986
d. Beneficiaries of accounts managed by Mr. Phillip Goldstein and
Mr. Dakos are entitled to receive any dividends or sales
proceeds.
e. NA
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Joint Filing Agreement
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: 2/2/06
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1 (k) (1) under the Securities
Exchange Act of 1934, as amended, the persons named below agree
to the joint filing on behalf of each of them of the Schedule 13D
(and all further amendments filed by them) with respect to the
shares of AMV.
Dated: 2/2/06
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos