SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      June 10, 2005

      Mail Stop 4561

James L. Fritzemeier
President
Advisors REIT I, Inc.
8301 E. 21st North-Suite 230
Wichita, KS 67206

Re:	Advisors REIT I, Inc.
	Registration Statement on Form S-11
      Filed February May 13, 2005
      Registration No. 333-124916

Dear Mr. Fritzemeier:

	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.

Form S-11

General

1. Please note that while Industry Guide 5 by its terms applies
only
to real estate limited partnerships, the requirements of Guide 5
should be considered, as appropriate, in the preparation of
registration statements for REITs.  Because this is a blind pool
offering and you intend to qualify for taxation as a REIT, please
revise the prospectus to substantially comply with Guide 5,
including
prior performance information substantially similar to that
required
under Item 8 and Appendix II of Guide 5.  Refer to SEC Release 33-
6900.
2. We note that it appears that Dimensions Investment is acting as
your dealer in this offering.  Please tell us whether Dimensions
Investment Management is a registered broker-dealer.
3. Please revise to include the information required by Item
201(b)(1) and Item 506 of Regulation S-K.

Cover Page of Registration Statement

Fee Table
4. Please expand the table to include the basis for the
calculation
of the amounts.  Refer to the cover page of the Form S-11 for
guidance.  Further, please also revise the cover page of the
registration statement to include all the information described on
Form S-11.  For example, include the information and boxes
regarding
Rules 462 and 434, even if unchecked.

Front Cover Page of Prospectus
5. Please disclose on the cover page that you must sell the
minimum
amount by December 31, 2005 or you will promptly return the funds
to
investors, and that the offering may be extended to a date no
later
than March 31, 2006, as mentioned on page 84.  Please revise
throughout to consistently describe the termination provisions of
the
offering.  We note that on page 4 you describe August 31, 2005 as
the
date by which the minimum must be raised.  Please also describe
any
escrow arrangements.  Refer to Item 501(b)(8)(iii) of Regulation
S-K.
6. State on the cover page that the price of the securities was
arbitrarily selected by you as disclosed on page 3.
7. Please expand the bullet point risk factors listed on the cover
page to include a discussion of the following risks:

* That you have nominal assets totaling only $287,740;

* That your management team has no experience in operating or
advising a public REIT and that your operating costs may exceed
operating costs typically incurred by other REITs with an
experienced
management team;

* That your investment policies may change without stockholder
approval;

* The high leverage authorized by your charter of 200% of assets
and
that such leverage may reduce the amount of distributions to
investors; and

* That your board of directors has sole discretion to convert your
business structure to an externally managed and fee based advisory
form REIT.
8. Please revise the cover page risks as follows:
a. Revise the second bullet to describe or quantify what you mean
by
"small REIT."
b. Expand the third bullet point of the current risk factors on
your
cover page to state that you have no immediate plans to apply for
listing on any national exchange or quotation system. Please also
revise to clarify that the investors will be unable to resell your
common stock, rather than that they "may" be unable to resell.
c. Please also revise the fourth bullet point in the existing
cover
page risk factors to disclose that no single stockholder may own
more
than 9.8% of any class of your common stock.
9. Please revise the Commission legend to include the sentence:
"[a]ny representation to the contrary is a criminal offense."
Refer
to Item 501((b)(7) of Regulation S-K.
10. Although we realize the limited space available for the above
referenced comments on the cover page, we note that the current
organization of the cover page could be revised to permit the
inclusion of the disclosure.  For example, please consider
presenting
the cover page risk factors in two-column format.  In addition, 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.

Prospectus Summary-Beginning on Page 1
11. We note that you are conducting a minimum-maximum best efforts
offering.  Please revise to state in the summary and in the plan
of
distribution whether affiliates will purchase shares and if any
purchases will be counted toward the minimum offering amount.
Please
also disclose the total amount that affiliates may purchase and
indicate that they are purchasing for investment and not for
resale.

12. Please revise to include a tabular summary of the use of
proceeds.  Refer to Item 3.B. and Appendix I of Guide 5.  We note
your disclosure on page 5 and 27.
13. Disclose whether the units you will issue to holders of the
operating partnerships will be convertible into the Advisor REIT
shares and describe the impact on Advisor REIT shareholders of any
such conversion option.
14. We note the compensation provided to your Advisory Board
members
for advising your board of directors in making real estate
investing
decisions.  Please disclose this compensation arrangement here
with a
more detailed description in the later part of your document.  See
Item 4 of Guide 5 for guidance.  Please address any policies
concerning limits on the compensation provided to the advisors in
light of your disclosure on page 56 that work conducted outside of
meetings may be compensated at $150 an hour.
15. Please briefly discuss any conflicts of interest (such as
those
described beginning on page 11) that may arise between you and any
officers, directors, affiliates, or "advisory directors" who are
active in the operation of the REIT.  As one example, we note on
page
12 that members of your Board of Advisors, Paul Jackson and
Michael
Boyd, are principals of private real estate development companies.
You should discuss any potential conflicts arising over the
possible
purchase of real estate property that may be desirable to both the
REIT and to Jackson and Boyd in their capacity as principals of a
competing private real estate development business.  Please also
consider risk factor disclosure concerning the competing interest
in
the real estate with these advisors.
16. In an appropriate section of the summary, please disclose that
funds released from escrow upon your reaching the minimum offering
amount will be applied toward reimbursement of organizational and
offering expenses rather than to the purchase of property, and
that
if only the minimum funding level is reached, a significant amount
of
revenues will be used to pay general and administrative expenses.
Please add any related risk factor disclosure if applicable.

Our Business
17. Please disclose your Internet address, if available.
18. Please identify, here and in the Business section, the states
in
the Midwest and Southwest in which you intend to acquire property.
19. Disclose the basis for your belief that a self administered
trust
will more efficiently invest shareholder monies in real property
than
would a fee based advisory managed REIT, especially in light of
your
statement that your management team has no experience in operating
a
public REIT.
20. Disclose also that you are authorized under your articles of
incorporation to use an external advisor as mentioned on page 48.
21. Please clarify here that your board of directors (currently 3
directors) are solely responsible for the selection of properties,
tenants, and property managers and mentioned on page 30.
22. Expand the third paragraph to explain what constitutes
"worthwhile commercial property" and the factors considered in
determining the standard.
23. Revise the fourth paragraph to define "triple-net basis."
24. On page 2, disclose the maximum amount your directors may
borrow
on any lines of credit.

Our Strategy and Overall Objectives, page 2
25. We note the use of the term "dividend."  Please avoid using
the
term "dividend" when a distribution is in whole or in part a
return
of capital.  Please consider using the term "distribution."
Please
revise your use of the term "dividend" throughout your sales
literature and throughout the prospectus accordingly.
26. We note that your objective is to provide liquidity on or
before
October 31, 2017.  Please revise here and in the body of the
prospectus to describe how you will provide liquidity to
stockholders.  For example, disclose any plans for liquidation and
dissolution, redemption or for listing on an exchange.  We note
your
risk factor discussion on page 24.
27. We note your strategy of "minimizing the immediate dilution
for
shareholders` funds by directly selling the shares to investors,
rather than through traditional means."  Please advise us or
revise
this statement to clarify that because you will not pay any
commissions or discounts, more proceeds will be available to you
than
if you did have to make these payments.

Risk Factors, page 3
28. Please revise to delete the mitigating language in the eighth
bullet. Further, please revise, here and in the risk factor on
page
8, to clarify that you have not entered into any agreements with
property managers.

29. Please revise to discuss the risks associated with triple net
leases, including the inability to sell or re-lease properties
that
are suited to a particular tenant and the effect on distributions
and
your revenue from the inability of a single tenant to pay rent,
the
leverage of your tenants and any lack of creditworthiness.

Offering Procedure, page 4
30. Please expand to disclose the procedure, including number of
days, for returning funds to subscribers of the shares in the
event
the minimum offering amount is not reached.
31. Please expand your discussion relating to the requirement that
investors must open an account with National Financial Services to
disclose the additional $250 one time charge.  Disclose also
whether
the charge is refundable if the minimum offering amount is not
satisfied.

Minimum Investment, page 4
32. The emphasis on the irrevocability of a subscription for your
shares implies that an investor`s funds are non-refundable even
where
you fail to satisfy the minimum offering amount.  Please revise to
clarify.

Distribution Policy, page 5
33. Please revise to state that your cash available for
distributions
may be less than 90% of your REIT taxable income, which could
require
you to sell assets, borrow funds, or use the proceeds of this
offering in order to make distributions.  Please also revise to
clarify that you may make distributions that include a return of
capital.

Estimated Use of Proceeds-page 5
34. Please clarify in your discussion of "Estimated Use of
Proceeds"
here and on page 27 that proceeds used to pay dividends will
reduce
the approximate percentage otherwise available to acquire
properties
and other permitted investments.  As applicable, please address
use
of proceeds in this manner as a return of rather than return on
capital.

Risk Factors
35. We note that many of your risk factor subheadings merely state
a
fact, or describe some aspect of your business.  Please revise
your
subheadings to briefly summarize each risk that is discussed.
36. We note that you may invest in mortgages.  Please discuss the
risks associated with these investments, including the effect of
rising or falling interest rates.
37. Please discuss the risks to investors in connection with the
anti-takeover provisions in your organizational documents and
under
state law.  We note your discussion on page 53.

Risks Related to Our Business and Operations

We do not expect to operate our real estate properties, but will
depend upon the ability of third-party management companies and
tenants, page 8
38. As the use of third-party management companies is integral to
your operations, and given you will use independent accounting
services as noted on page 47, please tell us how this structure
will
impact internal control over financial reporting and your
assessment
thereon.

Our limited use of debt financing...page 9
39. Please expand to disclose your borrowing policy in the event
you
reach an offering amount that is significantly less than the
maximum
offering amount sought.  Your response should also be described in
detail in your investment objectives and policies section.

Future acquisitions may not yield the returns expected...page 9
40. Please revise to add an explanation for returns that may not
meet
expectations in your discussion, as alluded to in the risk
heading.
Additionally, please explain to us why there would be disruption
of
day-to-day operations relative to your comments regarding third-
party
management in which you state you will not participate in the
decisions affecting daily operations.
41. Expand the last sentence to disclose the circumstances under
which you would issue equity securities as payment for
acquisitions.

Potential borrowing...page 11
42. Please expand to disclose that under your charter you may
borrow
up to 200% of your total assets and that this limitation does not
apply to first mortgages.

Risks Related to Conflicts of Interest-Beginning on Page 11

This investment opportunity was specifically designed to...page 12
43. Expand to disclose the names of the shareholders and their
respective holdings of your shares currently.
44. Please tell us the business purpose for limiting the offering
to
Dimension Investment clientele or clientele of other investment
advisor firms who agree not to charge commissions or other fees to
potential purchasers.  Disclose whether any other investment
advisors
have contracted with you to trade your shares.

Exclusive client agency agreement...page 12
45. Expand to more fully describe the potential conflict of
interest
between you and Mr. Penner.  You should first describe the
services
Penner intends to supply to the company and discuss how those
services could be compromised by his status as both a shareholder
and
your representative for real estate transactions.

Tax Risks

We may have to borrow funds or sell assets to meet our
distribution
requirements, page 18
46. Please revise the risk factor discussion and heading to state
that you may also be required to use the proceeds of this offering
in
order to make distributions if your cash available for
distributions
is less than 90% of your REIT taxable income.  Please also revise
to
state that you may make distributions that include a return of
capital.

Risks Related to This Offering
47. Please revise to disclose that there may be a substantial
period
of time before the proceeds are invested and therefore a delay to
investors in receiving a return on their investment.  Refer to
Item
7.C.(vi) of Guide 5.  Please also disclose how long investors may
expect to have to wait to receive distributi