SecProbe.io

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      Mail Stop 4561
      October 25, 2005

Todd B. Parriott
Chief Executive Officer
Desert Capital REIT, Inc.
1291 Galleria Drive, Suite 200
Henderson, Nevada 89014

Re:	Desert Capital REIT, Inc.
      Form S-11
      Registration No. 333-128885
      Filed on October 7, 2005

Dear Mr. Parriott:

      This is to advise you that we have performed a limited
review
of the above registration statement and have the following
comments.
We will not conduct any further review of the registration
statement,
except for any amendments you file in response to our comments.

General

1. Please advise us how you complied with the reporting
requirements
under Rule 3-05 of Regulation S-X regarding your acquisition of
Desert Capital.

The Advisory Agreement, page 8

2. You state on page F-12, that at the time you entered into your
agreement to acquire Consolidated Mortgage, Burton had a
management
agreement in place with Consolidated Mortgage.  You also state
that
pursuant to that management agreement Burton is paid a management
fee
equal to 33% of Consolidated Mortgage`s pre-tax net income.
Please
advise us whether you continue to pay Burton this management fee
since the acquisition.  If so, please revise this section to note
this fact.

Distribution Policy, page 30

3. Please provide us with a discussion regarding your
distributions
for each period in comparison to the cash flow from operating
activities for each respective period as reported in the statement
of
cash flows.  If the cash flows from operating activities were
insufficient to pay the distribution for any period, disclose the
dollar amount of the deficiency and the alternative source of cash
used to fund the distribution.    Alternative sources would
include
such items as borrowings from related parties, bank borrowings,
proceeds from loan sales, proceeds from equity offerings etc.

Acquisition of Consolidated Mortgage, page 37

4. You state that "[a]pproximately two-thirds of earnings
generated
by Consolidated Mortgage...will flow through to us."  Please
revise
to note to whom or what the remaining one-third of the earnings
will
go.

5. You state that you paid 3.4 times earnings for Consolidated
Mortgage, thereby creating the potential of up to a 40% return on
investment.  Please revise to note how paying 3.4 times earnings
for
Consolidated Mortgage can create the potential of up to a 40%
return
on investment.

      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 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 event 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 pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
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 and 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division 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 confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate 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
acceleration of the effective date.

      If you have any questions, please call David H. Roberts at
(202) 551-3856 or the undersigned at (202) 551-3780.

      Sincerely,

      Elaine Wolff
      Legal Branch Chief

cc:	Frederick C. Lowinger, Esq. (via facsimile)

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Todd B. Parriott
Desert Capital REIT, Inc.
October 25, 2005
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