SecProbe.io

CORRESP
1
filename1.htm

corresp

April 6, 2005

By EDGAR

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC 20549

    Attention:

    Karen J. Garnett

    Michael McTiernan

    Re:

    Commercial Net Lease Realty, Inc.

    Amendment No. 1 to Registration Statement on Form S-4

    Filed March 11, 2005

    File No. 333-1221445

Ladies and Gentlemen:

     On behalf of our client, Commercial Net Lease Realty, Inc., a Maryland corporation (the
“Company”), please find enclosed for filing Amendment No. 2 to the above-referenced registration
statement (the “Registration Statement”), which we have marked to show changes from Amendment No. 1
to the Registration Statement filed by the Company on March 11, 2005.

     We have amended the Registration Statement in response to your letter, dated March 30, 2005
(the “Comment Letter”), with respect to Amendment No. 1 to the Registration Statement. For your
convenience, included below is the text of each comment from the Comment Letter followed by the
Company’s response to each such comment.

     Capitalized terms used in this letter and not otherwise defined herein have the meanings
provided in the Registration Statement.

     General

    1.

    We note your response to comment 3. However, we are unable to find in Annex
B the information required by Item 14, Instruction 3 of Form S-11 with respect to NNN.
Please include the required disclosure or advise us where it is already disclosed in
or incorporated into the registration statement.

    Complied with by adding the disclosure on page 1.

Securities and Exchange Commission

April 6, 2005

Page 2

    2.

    We note your response to comment 4. Please note that this registration statement
may not go effective until the proxy with the incorporated information has been
filed and reviewed.

    Complied with. The proxy statement
was filed on April 6, 2005.

    3.

    Since you have filed your 2004 Form 10-K, please incorporate by reference the
Form 10-K into your next amendment to the Registration Statement on Form S-4.

    Complied with.

    4.

    Please update National Properties Corporation’s financial statements in your
amendment to the Registration Statement on Form S-4. Refer to Rule 3-12 of Regulation
S-X.

    Complied with.

    Questions and Answers About the Merger, page iii

    5.

    We note your responses to comments 11 and 12. The third Q&A on page iii
summarizes the reasons the board considers the transaction favorable. Please include
a similar summary of the potentially negative factors considered by the board.

    Complied with by adding the disclosure on page iii.

    Risk Factors, page 7

    6.

    Please update in your next amendment the information here and elsewhere in
the prospectus to the date of the most recently incorporated financial statements.

    Complied with.

    NAPE’s Reasons for the Merger, page 19

    7.

    The revised disclosure at the top of page 18 indicates that the NAPE board
concluded that the proposed transaction with NNN appeared to be more likely to
increase shareholder value than remaining independent. Please revise the list of
factors considered by the NAPE board to include a statement regarding the anticipated
increase in shareholder value as a result of the merger and quantify the amount of
increase in value to the extent possible. If the board did not quantify the increase
in shareholder value, please clarify that fact. If the board did not consider this
factor, please omit the disclosure indicating that it did.

    Complied with by adding the disclosure on page 19.

Securities and Exchange Commission

April 6, 2005

Page 3

    Financial Statements

    Commercial Net Lease Realty, Inc. Form 10-K for the year ended December 31, 2004

    8.

    We note that you have forward incorporated by reference portions of the
Commercial Net Lease Realty, Inc. Proxy Statement for the 2005 Annual Meeting of
Shareholders (Items 10, 11, 12, 13 and 14 of Part III) that has yet to be filed.
Please note that this registration statement may not go effective until the proxy with
the incorporated information has been filed and reviewed.

    Complied with. The proxy statement was filed on April 6, 2005.

     If you have any further questions or require additional information, please do not hesitate to
contact me at (202) 663-9201.

     Thank you for your courtesy and cooperation.

Very truly yours,

/s/ Jeffrey B. Grill

Jeffrey B. Grill

Enclosure

cc:      Kevin B. Habicht