SecProbe.io

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      May 13, 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/A-1 Filed April 21, 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 your response to previous comment 1.  Please expand
your
disclosure in the prospectus beginning on page 175 (the
Distribution
Reinvestment Plan discussion) to clarify that those who have
received
a copy of the prospectus and who participate in the current
offering
can elect to participate in and purchase shares through the
reinvestment plan at any time and would not need to receive a
separate prospectus relating solely to the reinvestment plan.
Disclose also the information relating to your Question 6 as
described in your response and the information contained in the
second paragraph of your response.

2. Clarify in the first paragraph of the cover page that
40,000,000
of the shares being registered are issuable pursuant to the
distribution reinvestment plan.
3. In your response to previous comment 11, revise the sixth
bullet
point to quantify the maximum borrowing amounts (300% of net
assets).
4. Please note that your response to previous comments 2 and 3
remain
under consideration and will be addressed by separate letter.
5. Please revise the table of contents so that it reflects the
accurate page numbers for each section of the prospectus.
6. Please clarify in the first Q&A and throughout whether the
"real
estate operating companies" in which you may invest are primarily
other REIT`s or take some other form, describing such form.
7. We note from your response to comment 6 that you may invest in
collateralized mortgage-backed securities.  Please revise the
summary
and throughout, including a risk factor, to discuss such
investments
and the risks related to such investments.  Please disclose
whether
there is a limitation on the percentage of your portfolio that may
be
invested in such assets.  In this connection, please revise the
disclosure with respect to your discussion regarding hedging,
including the risk factor discussion, to include that you may use
derivative financial instruments to hedge these types of
investments.
Currently, your disclosure discusses your use of derivatives to
hedge
exposures to changes in interest rates on loans secured by your
assets.  Additionally, please revise the discussion to include the
types of derivative instruments that you may use, including, for
example, repurchase agreements.
8. We note from your response to comment 11 that you have included
a
bullet point disclosing that your manager could recommend
investments
in an attempt to increase fees because the fees paid to it are
based
upon your investments.  Please revise to clarify that fees are not
based on the performance of your investments but rather on a
percentage of invested assets and the purchase price of such
assets.
9. We note your response to comment 17 that your dealer manager,
which is your affiliate, and any soliciting dealer my purchase
shares
to reach the minimum.  Please revise the cover page, summary and
throughout to clarify that your affiliated dealer manager and
soliciting dealers, who will receive compensation depending on the
success of the offering, may purchase shares in order to reach the
required minimum.  Please clarify that investors should not expect
that the sale of shares to reach the minimum, indicates that such
sales have been made to investors who have no financial or other
interest in the offering, or who otherwise are exercising
independent
investment discretion.
10. As a related matter, please disclose whether the dealer
manager
and soliciting dealer will purchase their shares under the same
terms
and conditions as other participants in the offering.  State also
whether the dealer manager and soliciting dealer will be
purchasing
shares for investment purposes or with a view toward distribution.
11. Supplmentally, tell us what plans the dealer manager and
soliciting dealer have regarding the resale of the shares acquired
to
meet the minimum threshold in the offering.  We note that the
resale
of any shares received by them other than as compensation for
their
services may require registration under the securities laws.
12. We note your response to comment 19 that you have deleted the
question in the Q&A section related to risks and have included
this
disclosure in the Summary.  Please note that since we view the Q&A
section and the Summary section to be one section, the summary
risk
factor disclosure should appear no later than the second page of
the
summary.  Please revise.
13. We note from your response to comment 22 that you have added
disclosure that distributions will commence no later than 45 days
after the sale of the minimum offering.  Please revise to
disclose,
if true, that such distributions may be a return of capital since,
as
you disclose in the risk factors, delays could occur in locating
suitable investments or if you acquire property prior to the start
of
construction, or at early stages of construction, it will
typically
take several months to complete constructions and rent available
space.

Prior Performance of IREIC Affiliates-Page 57
14. We note your response to previous comment 54.  Please expand
your
disclosure on page 57 to briefly describe how compensation paid to
your sponsor, business manager and their affiliates in prior
programs
differs from compensation paid pursuant to the Inland American
Real
Estate Trust compensation agreement.
15. In your response to previous comment 53, please tell us how
you
determined that the net loss suffered in fiscal 2004 by Inland
Retail
Real Estate Trusts, Inc. is not a major adverse business
development
that should be disclosed to investors.  We note the significant
increase in interest expense that resulted in a net loss for the
program in its Form 10-K for the year ended December 31, 2004 and
that 34 of your properties were damaged by hurricanes during the
year.

Appendix A
16. We note the factors mentioned in response to previous comment
62
in determining which prior programs had investment objectives
similar
to yours.  Confirm our understanding that the stated investment
objectives are exclusive to the programs disclosed in the tables.
It
is not clear that these objectives do not apply to all prior
programs.

17. We note your disclosure that the tables provide information
concerning real estate programs sponsored by IREIC which have
investment objectives similar to yours.  We further note from your
response to comment 61 that you have provided information for a
sponsor with no public track record.  Tables I and II seek
information on your prior performance in the most recent three
years.
Since you have not sponsored more than five programs with similar
investment objectives in the last three years, you should include
information for each prior program, whether public or non-public,
even if the investment objectives for those programs are
dissimilar.
Include similar information for Tables III and IV which require
prior
performance disclosure for the most recent five years.  Please
note
that as to the programs with dissimilar investment objectives
those
programs may be grouped together in tables I-IV.  Please revise or
advise.
18. Please supplementally tell us the nature of the items that
make
up each of operating expenses and program expenses in Table III.
In
this connection, please confirm whether management fees and other
fees paid to affiliates have been included in either of these
expense
items.

  *	*	*

      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.

	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 this action 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 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.

      Please contact Charito A. Mittelman at 202-551-3402 or me at
202-551-3780 with any questions.

Sincerely,

Elaine Wolff
Legal Branch Chief

cc:	Michael J. Choate, Esq. (via facsimile)

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Brenda G. Gujral
Inland American Real Estate Trust, Inc.
May 13, 2005
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