SecProbe.io

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

      August 23, 2005

      Mail Stop 4561

James L. Fritzemeier
President
Advisors REIT I, Inc.
8301 E. 21st North-Suite 235
Wichita, KS 67206

	Re:	Advisors REIT I, Inc.
		Amendment No. 1 to Registration Statement on Form S-11
      	Filed August 5, 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
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. We reissue previous comment 1 as it relates to prior
performance
information.  We note your disclosure that the recommendations of
the
advisory directors are non-binding and that the board of directors
is
primarily responsible for the management and control of your
affairs.
We also note that the advisory directors are being asked to
participate because of their extensive experience in the real
estate
industry and that your board of directors has limited experience
with
REITs.  Please include prior performance information for any
persons
who will participate in the management of Advisors REIT, including
the advisory directors.

2. We are still considering your responses to previous comments 2
and
78 and may have further comment.

Cover Page
3. Please revise to omit the use of footnotes on the cover page.
4. We note your response to previous comment 5.  Please clarify
that
investors may not withdraw funds from their account prior to your
reaching the minimum offering amount or after the minimum offering
amount has been reached but prior to the time the subscription
agreement has been accepted.
5. We note your response to previous comment 7 relating to the
express policy to limit debt financing, however, investors should
be
notified of the risk posed by your ability to use a high amount of
leverage as expressly permitted under your charter.  We note the
impact on a REIT of your size in the event that you do choose to
exercise your leverage.  We reissue the comment as it relates to
debt
leverage.

Prospectus Summary
6. We note your newly added disclosure that "[t]o the extent we
invest in a property, operating cash flow will provide a specified
minimum return ...."  Because you have no operating history and
have
not purchased or identified any properties, please revise your
statement regarding minimum returns.
7. We note your response to comment 11 in our prior letter.
Please
disclose, here and on page 93, the number of shares that may be
purchased by affiliates, in the event that they later choose to
invest, and indicate whether these affiliates are purchasing for
investment or resale.    In addition, since any shares purchased
by
affiliates will be counted toward the minimum offering, 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.
8. We note your response to previous comment 12 and reissue the
comment.  See Item 3 of Guide 5.  Please also revise the table to
include a line item for the working capital reserve estimate
rather
than to include it in a footnote.  See Appendix 1 of Guide 5.
Please
similarly revise the disclosure on page 30.

9. We note your response to previous comment 13.  It is unclear
why
your response is included in the joint venture risk factor
mentioned
rather than in a risk factor discussing dilution generally.
Please
advise.  Please also tell us whether there are any material tax
consequences stemming from a conversion of the units to common
shares.
10. The risk factor heading added on page 13 in response to
previous
comment 15 is confusing and does not appear to accurately
represent
the risk described in the text.  Please revise.

Our Strategy and Overall Objectives, page 3
11. We reissue previous comment 26 which sought disclosure in the
summary and in the body of your prospectus clarifying how you
intend
to provide liquidity before October 31, 2017.  In this regard, we
note that on page 26 you state that you are obligated to sell
assets
and distribute net proceeds by 2017 if your common stock is not
listed.

Risk Factors-beginning on page 4
12. In response to previous comment 29, please revise to include a
bullet point briefly summarizing the risks associated with triple
net
leases as described more fully on page 16.

The Offering, page 5

Minimum Investment, page 5
13. Please revise your response to previous comment 32 to clarify
that the reference to the "expiration" of the offering means that
the
subscription is revocable where the minimum offering amount is not
met.

Estimated Use of Proceeds, page 6
14. We note your responses to comments 34 and 50 in our prior
letter;
however, we reissue our previous comments.  We note your statement
that the distributions will commence only when you have taxable
income.  In the event that your REIT taxable income exceeds the
cash
available to you, you may be required to pay distributions from
the
proceeds of this offering or from borrowed funds.  Please
similarly
revise your disclosure on page 30.

Risk Factors-Beginning on page 8
15. Please include a risk factor that discusses the
indemnification
to be provided by Advisors REIT to Biggs Wilkerson, L.C., who will
also be rendering the legal and tax opinions in the offering.

Future acquisitions may not yield the returns expected...page 10
16. With respect to your response to the second sentence of our
previous comment 40, please add a separate risk factor disclosing
the
time constraints that may impact management as described in your
response.

Tax Risks, page 20

We may have to borrow funds at unfavorable rates, sell assets, or
expend offering proceeds to meet our distribution requirements...,
page 21
17. We note your response to previous comment 46 and the revised
heading.  Please also revise the discussion to describe the risk
referenced in the heading.

Our leases may be recharacterized as financing, page 24
18. The recharacterization of your leases would not appear to have
an
impact on cash available for distributions.  As such, please
revise
the title of this risk factor to clarify that the
recharacterization
may increase the amount of your taxable income thereby increasing
the
amount of your required distribution rather than reducing the
amount
of cash available for distributions.

We have not adopted a redemption plan...page 29
19. We note your response to previous comment 49 and reissue the
comment in its entirety.  Please also note that the information
concerning your reasons for not having a stock redemption plan
makes
the presentation complex and does not enhance the quality of
information.  See Securities Act Rule 421(b).

Estimated Use of Proceeds, pages 30-31
20. Please revise your table to include, as a footnote, the real
estate brokerage fees with John T. Arnold Associates, Inc.
referred
to on page 54.

Our Business-beginning on page 32
21. We note your response to previous comment 52 and the
disclosure
on page 54.  Please clarify who is responsible for commissions
paid
to John T. Arnold for real estate brokerage services.
22. We reissue previous comment 54.  In addition to the
information
required by Item 13(b), your expanded disclosure may include a
statement informing investors that you do not currently
contemplate
pursuing mortgage financing.
23. We note your response to previous comment 56.  Please also
provide the requested information in the Business section of your
document and expand to include a brief description of Mr. Penner`s
role as your real estate agent via his position at John T. Arnold.

Construction and Renovation, page 35
24. In your response to previous comment 59, please expand to
describe how you will segregate the funds as assurance to a lender
and describe any other forms of assurances contemplated if any.
25. We note your response to previous comment 59.  Please add a
risk
factor that discusses the risks to you in connection with the
letters
of credit that you may provide to lenders.  It appears that if the
developer defaults or if the closing of the purchase of the
property
does not occur, you will lose the segregated funds in the amount
of
the full purchase price of the property.

Management, page 44
26. Contrary to your statement in response to previous comment 64,
it
appears that the financial performance figures for Daland
Corporation
have not been deleted.  We reissue the comment as it relates to
Mr.
Fritzemeier`s biography.
27. We note your response to previous comment 66. Expand the
discussion in your Business section and in your Certain
Relationships
and Related Transactions to further describe the background of the
registrant and its relationship with Dimensions as mentioned in
your
statement of facts, with particular reference to the relationships
between the individuals involved in forming and promoting Advisors
REIT.
28. To the extent that Mr. Fritzemeier has earned income and been
compensated in the last fiscal year covered in the registration
statement, we reissue our previous comment 67.  Refer to Item
402(a)(6) of Regulation S-K.  We note also the disclosure required
for the employee contribution plan and the annual bonus
compensation
payable to Mr. Fritzemeier.  See Instruction to Item
402(b)(2)(iii)(A) and (B).

Management`s Discussion and Analysis of Financial Condition and
Results of Operation
General, page 46
29. We read your response to comment 63.  Your revised disclosure
on
page 46 suggests that income earned by your TRS for performing
services to you will be included in your consolidated revenues
rather
than eliminated upon consolidation.  Please revise or advise.

Liquidity and Capital Resources, page 46
30. Please revise the second sentence to clarify that $348,000 was
raised from Messrs. Fritzemeier, Knopp and Boyd.

Certain Relationships and Related Transactions, page 53
31. Please revise to describe the letter of credit that was
personally guaranteed by Messrs.  Rappard, Fitzemeier and Penner
in
order to provide financing for starting up the REIT, as disclosed
in
your statement of facts and in response to previous comment 78.
Please also describe the issuance of stock in return for $348,000.
32. Please revise to discuss the web design and hosting agreement
with Envision, an entity affiliated with Mr. Kent Wilson and that
website ownership remains with Envision.

Principal Stockholders, pages 59-60
33. We read your response to comment 73 and reissue prior comment
73
in part.  Please revise the table to reflect the numbers and
percentages before the offering.  Please also include Mr. Penner
and
the Dimension Investment investors in the table as they appear to
be
beneficial owners of greater than 5% of the outstanding stock.
Refer
to Item 403 of Regulation S-K.

Summary of Articles of Incorporation and Bylaws

Description of Capital Stock, page 61
34. We refer to your response to previous comment 74.  Please
revise
your prospectus to identify the counsel who is rendering the legal
opinion, or omit the legal opinion that you are not qualified to
make.

Distribution Policy, page 69
35. In response to previous comment 75, please add a risk factor
stating that funds available for distribution will be delayed
until
such time as the company earns taxable income.

U.S. Federal Income Tax Considerations, page 70
36. We note that you state that you "expect" to receive a tax
opinion.  Please revise the disclosure to clarify you will have
received a tax opinion prior to effectiveness.  Similarly, please
revise the tax risk disclosure on page 20.

Subscription Procedures, page 94
37. Regarding your response to previous comment 79, please tell us
who was contacted in the Office of Chief counsel regarding the
electronic delivery procedures and online marketing.  Please also
tell us the clearance date.

ADVISORS REIT I, Inc.
Financial Statements and Notes
38. Please update your financial statements in accordance with
Rule
3-12 of Regulation S-X.

Exhibits

Exhibits 5.1. & 8.1 Legality & Tax Opinions
39. Please refer to the first sentence in the second paragraph on
page 2 of Exhibit 5.1.  Please revise to omit the term "solely"
because it implies that investors may not rely on the opinion.
Please
also revise the language in the third sentence in the first full
paragraph and the last sentence on page 3 of your tax opinion that
similarly implies that investors relying on the prospectus to make
an
investment decision on the purchase of your shares may not rely on
the tax opinion.

Sales Materials
Exhibit 99.1
40. We note your response to previous comment 90; however, we
reissue
our previous comment.  Please provide us with marked versions of
your
revised sales literature.  Please revise, here and in Exhibit 99.2
and any other sales literature, to present a balanced discussion
of
the offering.  Please revise to state that you are conducting a
blind
pool offering, that Advisors REIT is newly formed with no
operating
history, that you do not own any properties and have not
identified
any properties, and that your stock is illiquid.  Please also
balance
your description of strategies and objectives with a discussion of
the risks associated with your offering and operations.
41. Please revise to avoid the use of footnotes and include the
text
of those footnotes in the main body of the material.  Tell us also
what the third bullet point under the "strategies" discussion
means.

What are the objectives of ADVISORS REIT I, Inc.?
42. Regarding distributions, please disclose the maximum amount of
time from the closing date that the investor might have to wait to
receive distributions and that the distributions may constitute a
return of capital.
43. Please revise to clarify how you will provide liquidity before
October 31, 2017.

What are the strategies of ADVISORS REIT I, Inc?
44. Please disclose how your offering minimizes the immediate
dilution to shareholders.
45. Please quantify the limitation on the use of debt and that
this
does not include first mortgages.

Exhibit 99.3
46. Please revise the powerpoint presentation to focus on the
risks
and rewards of an investment in Advisors REIT.  For instance, we
note
a lengthy discussion of REITs and public REITs, which does not
address the specifics of your offering or your business.

REIT Ownership
Benefits without the Drawbacks
47. We note that the first bullet refers to industry analysts,
business and financial media monitoring and public REITs.  Since
you
are not a publicly traded REIT, the discussion appears to be
inapplicable to your offering.  Please revise.

REITs Invest in All Property Types
48. Since you do not own any properties and have not identified
any
properties for purchase, the chart may be confusing to investors.
Please omit this slide, since it does not appear to be applicable
to
your offering.  Similarly, please revise to omit the slides
entitled,
"Investment Performance Characteristics," "Diversify to Reduce
Risk
or Increase Return," and "Rates of Return."

Advisors REIT website
49. Please revise your website postings to be