SecProbe.io

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      March 10, 2005

      Mail Stop 0409

Brenda G. Gujral
Director and President
Inland American Real Estate Trust, Inc.
2901 Butterfield Road
Oak Brook, IL 60523

Re:	Inland American Real Estate Trust
	Registration Statement on Form S-11 Filed February 11, 2005
      Registration No. 333-122743

Dear Ms. Gujral:

	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
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.

General

1. We note that you are registering shares to be offered under a
dividend reinvestment plan to investors in the offering.  Please
tell
us supplementally whether persons who become shareholders other
than
by participating in the offering may purchase shares through the
dividend reinvestment plan, and, if so, whether you intend to
distribute to those persons a separate prospectus relating solely
to
the dividend reinvestment plan.  Please also tell us
supplementally
whether you intend to keep updated and distribute the prospectus
included in this registration statement so long as offers and
sales
are being made under the dividend reinvestment plan or if you
intend
to use a separate prospectus relating solely to the dividend
reinvestment plan.  In either case, if you do intend to distribute
a
separate prospectus relating to the dividend reinvestment plan,
please amend the registration statement to include that
prospectus,
which should include a reasonably detailed description of the plan
in
addition to all disclosure required by Form S-11.  Typically, a
prospectus for a dividend reinvestment plan is presented in
question-
and-answer format.
2. We note from Exhibit 4.2 that you may conduct the share
repurchase
program during the offering period of the shares being registered
under this registration statement.  Please tell us supplementally
how
the repurchases of shares will be conducted in a manner that is
consistent with the restrictions on activities by issuers during
distributions of securities set forth in Regulation M.  See CNL
American Properties Fund, Inc., (Letter dated August 13, 1998) and
T
REIT Inc. (Letter dated June 4, 2001).
3. Please supplementally provide us with your analysis regarding
the
applicability of the tender offer rules to the share repurchase
program.  Refer to Rule 13e-4 and Regulation 14E of the Exchange
Act.
4. Supplementally, please provide us with any pictures, graphics
or
artwork that will be used in the prospectus.
5. Please note that any sales literature that is to be used in
connection with this offering must be submitted to us
supplementally
prior to use, including sales literature intended for broker-
dealer
use only.  Please submit all written sales materials proposed to
be
transmitted to prospective investors, orally or in writing, with
your
next filing.  In this regard, note that sales materials must set
forth a balanced presentation of the risks and rewards to
investors
and should not contain any information or disclosure that is
inconsistent with or not also provided in the prospectus.  For
guidance, refer to Item 19.D of Industry Guide 5.
6. We note that you may invest in other real estate assets and
entities owning these assets, such as mortgage loans secured by
commercial real estate.  Provide the information required by Item
13
(b) of Form S-11.

Cover Page
7. It should be clear in the risk factor cross-reference paragraph
that you are identifying the material risks.
8. State also the minimum purchase requirements for tax-exempt
entities as discussed on page "iii."
9. We note your statement that the description of your company in
the
prospectus is accurate as of February 11, 2005 and that all
material
changes in your affairs will be disclosed by amendment or
supplement.
The prospectus must be current as of the date of effectiveness and
must include all material information about the company as of that
date.  You may not exclude material information known at the time
of
effectiveness from the prospectus with the intent of disclosing it
in
a supplement.
10. State on the cover page that the price of the securities has
been
arbitrarily selected by you as disclosed on page "i."
11. Please also revise the existing cover page risk factors as
follows:
* Include a risk factor regarding the high amount of leverage
authorized by your charter of 300% of net assets and that such
leverage may reduce the amount of distributions to investors

* In the fourth bullet point of column 1, briefly disclose your
affiliation with your business manager and property manager.

* In the fifth bullet point of column 1, expand to briefly
disclose
that the reason your business manager may have incentive to
recommend
risky or speculative investments is that their fee is equal to a
percentage of the purchase price of real estate assets and a
percentage of average invested assets.
* In the first bullet point of column 2, briefly disclose that you
do
not intend to apply to have your shares listed on any national
exchange or quoted on any national market system in the near
future.

* Briefly describe the conflicts of interest mentioned in the
fourth
bullet point of the column 2.

* Briefly describe the limits on ownership, transferability and
redemption in the last bullet point of column 2.
12. To the extent we highlight or request risk factor disclosure
on
the cover page, please make conforming changes in the Summary Risk
Factors or in the Risk Factor section.
13. Please revise the table at the bottom of the page to include
the
marketing support fees.  In this regard, we note also the
discrepancy
between the selling commission amount of 7.5% of the sale price of
each share on page 9 with that of just over 10% ($1.05 per share)
of
the sale price on the cover page.  If the amount in the table
includes the marketing support fees already, clarify that fact in
a
footnote or otherwise.

14. In that regard, you should include a footnote that discloses
all
other expenses incurred in connection with the issuance and
distribution of the securities.

Question and Answers About the Offering
15. Please be aware that we view the Question and Answer section
and
the Summary section of the prospectus to be one section.  Your Q&A
should not repeat any information that appears in the summary, and
vice versa.  To the extent there is repetitive text in these
sections, please revise to minimize the repetition.  We note, for
example, that both sections contain information regarding your
intended operations, material terms of the offering and a list of
summary risk factors.  Further, the Q&A and the Summary sections
should provide investors with a concise and coherent "snapshot"
description of the most significant aspects of the offering.  In
this
connection, please revise to provide a brief description of the
compensation paid to your affiliates.  See Securities Act Release
33-
6900 and Section 3 of Industry Guide 5.

What is a REIT?
16. We refer to the second bullet point under this heading.  It is
not clear how the company, by virtue of being organized as a REIT,
will have a "diversified portfolio."  In other words,
diversification
does not appear to be an inherent characteristic of a REIT.
Please
revise to remove this portion of the bullet point.

How does a "best efforts" offering work?, page 1
17. We note that shares purchased by your officers, directors or
affiliates will not count toward satisfying the minimum offering.
Please clarify whether the managing dealer and soliciting dealers
may
purchase shares, and if so, the maximum number of shares that may
be
purchased.

How long will the offering last?-Page 2
18. Name the states where the offering may be extended and
disclose
how investors will be informed of such extension.

Are there any risks involved in an investment in the shares?-Page
2
19. We note that in the eighth bullet point you state that your
business manager and certain of your directors are affiliated with
IREIC and are therefore subject to conflicts of interest.  Prior
to
this you have not disclosed your relationship with IREIC and
therefore the nature of the conflicts is unclear.  Please revise
to
clarify both your relationship with IREIC and the nature of the
conflicts.  Further, please name the "certain" directors that are
affiliated with your sponsor and disclose whether they hold
executive
office positions with your company.

If I buy shares in the offering, how can I sell them?-Page 3
20. Please briefly summarize your repurchase program.
Specifically,
how often would an investor be able to redeem his/her shares, and
discuss more specifically how the repurchase price will be
determined?  We note on page 161 that your obligation to
repurchase
shares is conditioned on your having sufficient funds available to
repurchase shares and "other conditions" of the program. Describe
the
"other conditions," including that the number of shares
repurchased
will be limited to 5% of the outstanding shares for a twelve month
period calculated at the beginning of the given period.

What will you do with the proceeds to this offering?-Page 3
21. Revise here and throughout to disclose the estimated
percentage
of assets that you intend to invest in each identified type of
investment, that is, real estate properties, real estate operating
companies and entities owning mortgage loans secured by commercial
real estate.  Refer to Item 13 (a) 6 of Form S-11.  Further,
please
revise to disclose whether there are any limitations on the
amounts
that may be invested in each category.  In this connection, we
note
that the acquisition fees for your business manager are earned
only
when you acquire a controlling interest in a real estate operating
company as opposed to a fee interest in real property and that
your
affiliate, Inland Mortgage Investment Corporation, will receive a
fee
in connection with loans placed by them.  Please address in the
conflicts of interest section these incentives to invest in real
estate operating companies and mortgages rather than fee interests
in
property.

If I buy shares, will I receive distributions and, if so, how
often?
22. Please revise to state the maximum time from the closing date
that an investor might have to wait to receive distributions.
Refer
to Item 3.A.(iv) of Guide 5.

Prospectus Summary

23. If you intend to operate through a limited partnership or
UPREIT
structure, please revise throughout to describe, include such
operating partnership in the organization chart and describe the
operating partnership units.

Estimated Use of Proceeds-Page 8
24. Please quantify the amount you will invest should you sell
only
the minimum offering amount.

Conflicts of Interest-Beginning on Page 8
25. Please revise the body of the prospectus to include a section
that provides a more robust description of the conflicts
summarized
here.
26. We note that one of the REITs sponsored by IREIC targets
shopping
centers located to the west of the Mississippi, that another REIT
sponsored by IREIC targets shopping centers located to the East of
the Mississippi and that a third purchases shopping centers
located
within 400 miles of Oak Brook Illinois.  We further, note your
statement on page 93 that you will generally endeavor to acquire
multiple properties within the same major metropolitan market you
will purchase property nationwide. Please revise here and
throughout
to disclose the market that you intend to target and disclose the
conflicts inherent in purchasing properties in overlapping
markets.
27. Expand the third bullet points to explain further the nature
of
the overlapping fiduciary duties.  As one example, state
specifically
that those directors may be driven by compensation/fees they may
earn
upon the sale or disposition of properties.
28. Expand the last paragraph of this section to explain the
nature
of the conflicts of interest that may arise in enforcing
agreements
with your affiliates.  More specifically, what aspects of the
Business Management Agreement or property management agreement
raise
the potential for conflicts of interests and how?

Compensation to be paid to our affiliates-Page 9
29. Clarify whether your affiliates will earn any compensation
related to the termination and liquidation stage of Inland
American.
You should include a separate subcaption for this purpose.  See
Item
4.A. of Guide 5.

Estimated Use of Proceeds-Page 17
30. Expand the table to include a line item for estimated
acquisition
fees and acquisition expenses, respectively, including footnote
disclosure that explains how the amounts are calculated.  See
Appendix 1 of Guide 5.

Risk Factors
31. Please include risk factor disclosure stating that your board
of
directors may modify or amend the share repurchase program at
their
discretion without shareholder approval.
32. Please add a risk factor informing investors that you may be
contractually obligated to purchase property for which you have
not
yet secured financing.
33. We note that you may use derivative financial instruments to
hedge exposures to interest rates. Please revise to clearly
identify
the derivative instruments that you may use and to disclose risks
for
each type of derivative instrument, including, without limitation,
risks such as basis risks, credit risk, and legal enforceability
risks.  Make clear that hedging strategies may reduce the overall
returns on your investments. Describe in sufficient detail the
policies and procedures implemented to address risks associated
with
the use of derivatives.  If no such policies and procedures are in
place, please so disclose.
34. Please include risk factor disclosure to discuss the fact that
the fee agreements with your business manager, and property
manager
were not determined by arm`s length negotiations.
35. Please include risk factor disclosure to discuss the fact that
that the management fee structure could result in the business
manager recommending riskier or more speculative investments.
36. If true, please include risk factor disclosure to discuss the
fact that that you may make distributions that include a return of
principal.

There is no public market for our shares...page 18
37. Clarify that you will not consider listing your shares on any
national exchange or quoted on a national market system until
February 2010 as state on page 96.

This is a "blind pool" offering and you will not have the
opportunity...page 18
38. Briefly describe your investment policies in the risk factor
and
specify the extent to which the board of director`s discretion in
implementing those policies extends. Is the board subject to
shareholder approval on any investment policies it implements?

If we are unable to raise substantially more that the minimum
offering...page 18
39. State, if true, that you may not have sufficient funds to
acquire
more than one property in the event that only the minimum amount
of
the offering is reached.

Delays in locating suitable investments...page 19
40. Expand the last sentence to clarify that the return on the
investment from short term highly liquid stock prior to the time
you
acquire assets and in the initial years of the investment may be