SecProbe.io

Mail Stop 3010         September 23, 2009  Mr. Kenneth R. Howe Vice President, Finance and Secretary Agree Realty Corporation 31850 Northwestern Highway Farmington Hills, Michigan 48334

   Re: Agree Realty Corporation
Registration Statement on Form S-3
File No. 333-161520 Filed August 24, 2009

Dear Mr. Kenneth Howe:

We have limited our review of the above-referenced filing to those issues we have
addressed in our comments.  Where indicat ed, we think you should revise your document
in response to these comments.  If you disagr ee, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. As you know, we are reviewing your Form  10-K for the fiscal year ended
December 31, 2008 and Form 10-Q’s for the quarters ended March 31, 2009 and
June 30, 2009, and have issued comments in  connection with our review.  Please
confirm that you will amend th is registration statement as appropriate to reflect
your responses to any comments we have issu ed related to the pe riodic reports.  In
addition, please note that we will not be in  a position to declare this registration
statement effective until we have resolved  all comments on your periodic reports.

Mr. Kenneth R. Howe,Vice President
Agree Realty Corporation
September 23, 2009 Page 2

*****

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

Mr. Kenneth R. Howe,Vice President
Agree Realty Corporation
September 23, 2009
Page 3

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.

Please contact Duc Dang at (202) 551- 3386 or the undersigned at (202) 551-3785
with any questions.

     S i n c e r e l y ,

 Karen J. Garnett
Assistant Director
cc: Jeffrey M. Sullivan, Esq. (via facsimile)