SecProbe.io

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      August 1, 2005

      Mail Stop 4561

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-3
	Filed July 21, 2005
	Registration No. 333-122743

Dear Ms. Gujral:

	We have reviewed your draft 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.

Prior Performance of IREIC Affiliates, beginning on page 62
1. In response to previous comment 1, tell us where the amounts
deferred or forgiven by your sponsor and its affiliates are
represented in Table II of your performance tables, Compensation
to
IREIC and Affiliates on page A-4.  We note at the bottom of the
table
that dollar amounts paid or payable to the general partner or its
affiliates for either IRRETI or IRC are zero.
2. Your disclosure on page 66 suggests that distributions which
exceed earnings and profits are classified as non-taxable
distributions and represent a reduction in basis for federal
income
tax purposes.  We also note your disclosure that these
distributions
are not deemed to be a return of capital.  Please advise us and
revise your disclosure to clarify why you do not consider these
distributions to be a return of capital.  Similarly, in response
to
previous comment 4 tell us how classifying the distribution as "a
return of tax basis" is different from classifying the
distribution
as a "return of capital."
3. We note your reference to the risk factor on page 32 in
response
to previous comment 3, please add a separately captioned risk
factor
discussing the risk that although your sponsor has elected to
forgo
or defer fees to make cash available for distributions for some of
its prior programs, the sponsor exercises sole discretion to forgo
or
defer fees for Inland American REIT and may choose not to do so.

Table III, Operating Results of Prior Programs, pages A-6-A-10
4. We read your response to comment 7 of our letter dated July 11,
2005.  Please revise your disclosure in Note (B) to explain the
nature of "cash received under master lease agreements."  In your
response, please tell us where this is included in IRRETI`s
statement
of cash flows and why this is not already included in cash
provided
by operating activities.

  *	*	*

      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.
August 1, 2005
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