SecProbe.io

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September 6, 2005

Mail Stop 4561

Michael Ashner
Chairman and Chief Executive Officer
Newkirk Realty Trust, Inc.
7 Bulfinch Place - Suite 500
Boston, MA 02114

Re:	Newkirk Realty Trust, Inc.
      Registration Statement on Form S-11
      Filed August 6, 2005
      Registration No. 333-127278

Dear Mr. Ashner:

	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. Please provide us with any pictures, graphics or artwork that
you
intend to use in the prospectus.

2. We note your disclosure in various places throughout the
prospectus that you intend to sell, concurrently with this
offering,
$50 million of your common stock to First Union Real Estate Equity
Mortgage Investments in a private placement and to issue an
additional number of your shares to First Union in connection with
its assignment of certain contract rights to you.  In addition, we
note your intent to issue special voting preferred stock to your
advisor.  Please tell us what exemption or exemptions from
registration you intend to rely upon in issuing such shares,
including a description of facts tending to support the use of
such
exemption(s), and provide your analysis as to why the issuances
should not be integrated with this offering.

3. We note that you intend to elect to be taxed as a REIT and that
you intend to use a currently unspecified amount of your proceeds
to
fund future acquisitions of assets. As such, your offering appears
to
constitute a "blind-pool" offering.  Accordingly, please revise to
include all the information required by Guide 5, including prior
performance information substantially similar to that required
under
Item 8 and Appendix II of Industry Guide 5.  Refer to Release 33-
6900.

4. Please tell us whether you have a website and if you do,
include
your web address in the filing.  See Item 102(e)(2) of Regulation
S-
K.

5. Please provide the disclosure required by Item 25(b) of Form S-
11
regarding your policy with respect to certain activities of your
officers and directors.

Cover Page

6. Please revise your bulleted cover page risk factors as follows:

* First bullet - revise to provide more specific disclosure
regarding
the types of properties and risks contemplated.
* Fourth bullet - provide more specific disclosure about how the
ability of your advisor to operate your properties and identify
acquisitions affects your financial condition.
* Seventh bullet - provide more detailed disclosure about the
types
of conflicts.
* Eighth bullet - specify the parties in whom ownership will be
concentrated and quantify the percentage of control that will be
held
by those parties after the offering.

Please make conforming changes, as appropriate, to your summary
risk
factors and risk factors sections.

7. Please include a cover page risk factor describing the fact
that
your Chief Executive Officer is party to an agreement with First
Union which will restrict his ability to take advantage of future
business activities related to real estate investments other than
those associated with triple net leased properties.

Prospectus Summary

8. Please limit your summary to a brief description of the key
aspects of your business and this offering.  Detailed information
about your dividend and distribution policy, preferred stock terms
and restrictions on stock ownership is more appropriate for the
body
of the prospectus.  In addition, please eliminate redundant
disclosure from within the summary.

9. Please revise the forepart of the summary and the body of the
prospectus to disclose all benefits to affiliates as a result of
the
formation transactions and this offering, quantifying such
benefits
to each affiliate.  For example, it appears that the following
items
may benefit Mr. Ashner:

* advisor portion of the base management fee;
* Winthrop Financial`s portion of the base management fee;
* an increase in the fees paid to Winthrop Financial;
* advisor portion of the incentive fee;
* First Union portion of the incentive fee;
* redemption of Newkirk MLP units;
* issuance of special voting stock; and
* affiliate control of company.

10. Throughout the summary you refer to your "senior management
team."  Please disclose the names and positions of your senior
management team in the beginning of the summary.

11. Please specify in your summary the percentage of Newkirk MLP`s
assets represented by properties, securitized pools of notes and
other assets.

Our Strategy, page 2
12. We note the disclosure that your strategy differs from Newkirk
MLP`s as you will use a portion of the proceeds and cash flows
from
operations and sales to fund future investment activity.  Please
clarify whether or not you also intend to use future equity and
debt
financing to fund future investment activity.

Competitive Strengths, page 3

13. In order to provide more balanced disclosure, please move your
summary risk factor discussion so that it immediately follows your
discussion of competitive strengths.

14. Your disclosure regarding your track record in re-leasing your
properties may not be clear to an investor.  For example, it is
not
clear whether space subject to a lease which expired December 31,
2005 and was not re-leased until December 31, 2004, would be
included
in unleased square footage "as of June 30, 2005."  Please clarify.

15. Please define what you mean by "fully vertically integrated"
when
describing Winthrop Financial Associates in the first full
paragraph
on page 4.

16. Please clarify which affiliates own the properties managed by
Winthrop.

Our Properties, page 5

17. Please identify any particular state or region in which your
properties are particularly concentrated.

18. The summary of your investment strategy should include a clear
description of both the types of properties and the types of
mortgages you have invested in and intend to invest in, as well as
a
clear description of your investment strategy that provides more
detail about the types of financing structures you have provided
and
intend to provide.

History, page 6

19. Refer to the discussion of your advisor in the final carry-
over
paragraph on page 6.  While it is important that the exclusivity
agreement with Michael Ashner be described, it is not clear why
you
have provided substantial detail regarding the ownership
structure,
history and management compensation structure for First Union and
its
advisor here.  Please advise or revise.

Structure and Formation of Our Company, page 7

20. Please provide disclosure regarding the MLP unit split
referred
to on page 122.

21. In the third bullet on page 8, please specify what portion of
the
proceeds will be used to purchase units from your executive
officers.

22. We note your disclosure in the fourth bullet point on page 8
that
you intend to use a certain percentage of the offering proceeds to
conduct a tender offer for limited partnership interests in
Newkirk
MLP.  Please confirm that you do not intend to commence the tender
offer until after the closing of this offering or tell us how you
otherwise intend to comply with Rule 102 of Regulation M with
respect
to the tender offer.  In addition, please tell us how you intend
to
comply with the requirements of Rule 13e-4 of the Securities
Exchange
Act of 1934, including the offering requirements of Rule 13e-4(f).
We note, for example, your intent to purchase limited partnership
units from specified parties in agreed upon amounts, while you
will
limit the percentage of units you will purchase from all other
limited partners.

23. We note from your disclosure in the final carryover bullet
point
on the bottom of page 9 that you "anticipate" that First Union
will
assign Michael Ashner`s exclusivity right with respect to triple
net
properties to you.  Since this right seems key to your business,
please provide more specificity as to when you anticipate this
assignment will occur.  In addition, since it does not appear that
the assignment of the exclusivity right is a certainty, please
include risk factor disclosure describing the consequences of a
failure of First Union to assign this right.

24. Refer to the description of fees on pages 13 - 14. Please
consider providing, in the summary or in body of the prospectus,
an
example of the calculation of the incentive management fee as it
may
be helpful for an investor to understand the potential amount of
the
fee.

25. Refer to the diagram on page 10.  Please include the interests
of
Winthrop Financial Associates in Newkirk MLP in the chart.

26. Please identify by footnote or otherwise each of the entities
which Michael Ashner has the ability to control or influence and
specify whether the control or influence results from stock
ownership, a management position or otherwise.  In addition,
identify
each entity which shares the same or similar management.

Our Advisor, page 11
27. Please briefly describe the calculation of "common equity
capital."

Our Debt, page 14

28. Please revise footnote (3) on page 15 to include disclosure of
the weighted average interest rate of the loans.

29. We note that you have excluded from the debt table "third
party
share of debt" and "Non-Newkirk Realty Trust Share of Debt"
related
to properties that you account for on a consolidated basis.
Clarify
whether you are jointly or secondarily liable for this debt and if
so
the basis for excluding these debt amounts.

Summary Risk Factors, page 15

30. Revise the final risk factor to address the recent valuation
provided by Newkirk MLP`s general partner which implied a lower
valuation for MLP units than the offering price.

Restrictions on Ownership of Common Stock, page 16
31. Please clarify that for purposes of calculating the ownership
of
a "person", your charter has a more restrictive definition than
that
required by the REIT rules.

Our Dividend and Distribution Policy, page 17

32. Please disclose what percentage your estimated annualized
distribution represents of your estimated cash available for
distributions.

Conflicts of Interest, page 19

33. Please expand your disclosure to discuss the fact that your
management (and the management of your advisor) may be required or
inclined to offer real estate opportunities which would otherwise
be
beneficial to your stockholders to either Winthrop Financial
Associates or First Union.
34. Please specify the percentage of the advisor indirectly owned
by
Mr. Ashner.
35. Please include a discussion of Mr. Ashner`s ownership and
control
of Winthrop Financial.

Risk Factors, page 27

36. Please revise your risk factor subheadings so that they
indicate
the specific risk you are describing.  Currently, many of the
subheadings merely state a fact with no reference to the
associated
risk.

37. Please include a risk factor discussing the possibility of
foreclosure on the 707,482 square foot office building in Toledo,
Ohio that is leased to Owens-Illinois, Inc., as described in
footnote
(4) on page 15 and in the fifth paragraph on page 67.

38. Please include a separate risk factor discussing the risk
associated with substantially lower renewal rates on most of your
properties.  Include in this risk factor a discussion of the
difference between the aggregate in-place rental income and the
aggregate renewal rental income for 2006 - 2009, inclusive.  We
note
that your current risk factor discussion of renewal rates at the
bottom of page 28 is not sufficient to highlight this risk.

Our success depends on the ability of our Advisor to operate
properties and our Advisor`s failure to operate our properties in
a
sufficient manner could have a material adverse effect on the
value
of our real estate investments and results of operations, page 27

39. Please expand your disclosure to state, if true, that you do
not
intend to hire employees and that your advisor is not required to
dedicate any particular number of employees or employee-hours to
your
business.

We depend on the experience and expertise of our and our Advisor`s
senior management team, and the loss of the services of our key
personnel could have a material adverse effect on our business
strategy, financial condition and results of operations, page 28

40. Expand your discussion under this risk factor heading to
address
the fact that a termination or resignation of Michael Ashner will
also likely terminate your relationship with your advisor, First
Union and Winthrop Financial Associates.

41. Please revise your disclosure to name each of the "other
executive officers" to whom you refer in the first sentence or
remove
the reference.

Our Advisor`s base management fee is payable regardless of our
performance, page 28
42. Please include disclosure regarding your advisor`s fee
compensation arrangements with First Union and Winthrop Financial
to
the extent such arrangements may further reduce the advisor`s
incentive to devote its time and effort to you.

We face a number of significant issues with respect to the
properties
owned by Newkirk MLP which may adversely affect our financial
performance, page 28

43. Please highlight any particular region or industry where your
tenants are located and specify the risks associated with such
concentration.  We note, in this regard, that your office space
appears to be let to a number of companies in the energy and
finance
sectors and that your retail space appears to have some
concentration
in the banking and supermarkets sectors.

Leasing Issues, page 28

44. Please quantify your near term lease expirations.

Our debt level may have a negative impact on our ability to make
distributions to stockholders and pursue our business strategy,
page
33

45. Please specify, if true, that there is no limit on the amount
of
leverage that you may employ.

Noncompliance with environmental laws could adversely affect our
financial condition and operating results, page 34

46. Please identify any tenants or industries whose operations
present a particular risk of environmental liability.

Property owned through joint ventures may limit our ability to act
exclusively in our interests, page 36

47. Please quantify the percentage of your portfolio held in joint
ventures.

We are subject to increases in the cost of our borrowings as a
result
of rising interest rates, page 37
48. Please quantify your exposure to floating rate debt.

There are various conflicts of interest resulting from the
relationships among us, our management, our Advisor and other
parties, page 37

49. Please expand your disclosure in the second and fourth bullet
points under this heading to specify briefly the transactions
giving
rise to the conflict.  In addition, please revise the third bullet
point to identify why the facts stated give rise to a conflict and
to
discuss the conflict that might be presented with respect to
particular attractive transactions.

50. Please clarify why the final bullet point under this risk
factor
heading presents a conflict and a risk.

If we do not qualify as a REIT or fail to remain qualified as a
REIT,
we will be subject to tax as a regular corporation and could fa