SecProbe.io

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      December 14, 2004

Mail Stop 0409

Morton H. Fleischer
Chairman of the Board and Chief Executive Officer
Spirit Finance Corporation
14631 N. Scottsdale Road
Suite 200
Scottsdale, Arizona 85254

Re:	Spirit Finance Corporation
      Amendment No. 3 to Registration Statement on Form S-11
      Filed December 13, 2004
      Registration No. 333-119810

Dear Mr. Fleischer:

      The staff conducted a limited review of the above filing.
We
limited our review to disclosure regarding the initial public
offering and to ensure that the disclosure is consistent with the
disclosure found in the resale registration statement (333-
116408).
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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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.

i-Deal Prospectus Supplemental Materials

1. Please supplementally tell us whether and to what extent the
electronic offering procedures described in your supplemental
materials were utilized prior to being cleared by staff.

2. Your materials appear to indicate that iDeal is being used to
deliver documents on behalf of Banc of America. However, the
materials (page 5) include a reference to Merrill Lynch. It
appears
that this reference may be related to a different transaction and
was
inadvertently included in this submission.   Please supplementally
confirm that you only intend to use iDeal on behalf of Banc of
America.

3. We refer to page 5 of the submission ("Email notification to
investor community").  The third paragraph contains a statement
disclaiming liability for any differences in the electronic
prospectus from the paper copy.  Please revise this so that it is
limited to differences caused by viruses on the investor`s
computer.

4. We refer to the fourth paragraph on page 5 of the submission
which
provides that the investor consents to electronic delivery of
"this
preliminary prospectus and any amended offering documents posted
on
the linked website."  Please supplementally confirm that you will
email separate notices to investors informing them of the posting
of
amendments.

5. We refer to pages 9-15 of the submission.  Please
supplementally
confirm that these pages will only be available to the bank, i-
Deal`s
client.

*  *  *  *

      	As appropriate, please amend your registration 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
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

      We will consider a written request for acceleration of the
effective date of the registration statement as a 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.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate 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 advance of the requested
effective date.

	You may contact Deborah Wilson, Staff Accountant, at (202)
942-
2956 or Donna DiSilvio, Branch Chief, at (202) 942-1852 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact Amanda McManus, Attorney-Advisor, at
(202)
942-7184 or me at (202) 942-1972 with any other questions.

Sincerely,

Owen Pinkerton
Senior Counsel

cc:	Paul E Belitz, Esq. (via facsimile)
	Michael Zeig, Esq. (via facsimile)
	Kutak Rock LLP
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Spirit Finance Corporation
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