SecProbe.io

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						July 20, 2006

Via Facsimile ((703) 456-8100) and U.S. Mail

Darren DeStefano, Esq.
Cooley Godward LLP
One Freedom Square
Reston Town Center
11951 Freedom Drive
Reston, VA  20190-5656

	Re:	Gladstone Commercial Corporation
		Schedule TO-I
		Filed July 12, 2006
		File No. 005-79173

Dear Mr. DeStefano:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision 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.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review 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.

Schedule TO-I

Item 6.  Purposes of the Transaction and Plans or Proposals
1. Please provide the disclosure required by Item 1006(c) of
Regulation M-A.

Item 10.  Financial Statements
2. It appears that certain financial information has been
incorporated by reference to satisfy Item 1010(a) of Regulation M-
A.
Please provide the pro forma financial information pursuant to
Item
1010(b) of Regulation M-A, if applicable, and the complete
summarized
financial information as required by Instruction 6 to Item 10 of
Schedule TO.  Please advise us regarding whether you intend to
disseminate that information to security holders.  Refer to
telephone
interpretation H.7 in the July 2001 supplement to our "Manual of
Publicly Available Telephone Interpretations" that is available on
the Commission`s website at www.sec.gov  for additional guidance.

Item 8.  Interest in the Securities of the Subject Company
3. Please disclose the information required by Item 1008(a) of
Regulation M-A.  For additional guidance, refer to General
Instruction C to Schedule TO.

Exhibit 99(a)(1)(I)
4. We also note the disclaimer that you do not undertake any
obligation to update any forward-looking statements.  This
disclaimer
is inconsistent with the requirements of General Instruction F of
Schedule TO and your obligations under Rule 13e-4(c)(3) to amend
the
Schedule to reflect a material change in the information
previously
disclosed.  Please revise to confirm that you will avoid using
this
statement in all future communications.

Offer to Amend Options

Conditions of the Offer, page 3
5. Refer to the penultimate paragraph of this section relating to
your failure to exercise any of the rights described in this
section.
This language suggests that once an offer condition is triggered,
you
must decide whether or not to waive the condition.  Note that when
a
condition is triggered and you decide to proceed with the offer
anyway, we believe that this constitutes a waiver of the triggered
condition(s).  Depending on the materiality of the waived
condition
and the number of days remaining in the offer, you may be required
to
extend the offer and recirculate new disclosure to security
holders.
You may not, as this language seems to imply, simply fail to
assert a
triggered offer condition and thus effectively waive it without
officially doing so.  Please confirm your understanding
supplementally.

Forward-Looking Statements; Miscellaneous, page 12
6. Given that the information included in Schedule A and exhibit
99(a)(1)(C) is required to be disclosed to security holders,
please
revise the last sentence of this section to include those
documents
to the information about the offer.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
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 amendment 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 the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since you
are
in possession of all facts relating to the company`s disclosure,
you
are responsible for the accuracy and adequacy of the disclosures
you
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

						Sincerely,

						Daniel F. Duchovny
						Special Counsel
						Office of Mergers and Acquisitions
Darren DeStefano, Esq.
Cooley Godward LLP
July 20, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE

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