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October 7, 2005

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Amanda McManus

Mark I. Fisher

212-940-8877

E-mail Address
 mark.fisher@kattenlaw.com
 Direct Fax Number

(212) 935-8405

Re:Newkirk
Realty Trust, Inc.

Amendment No. 2 to Registration Statement on Form S-11

Registration
No. 333-127278

Ladies and Gentlemen:

        We
have today filed Amendment No. 2 to Form S-11 (the "Registration Statement") for Newkirk Realty Trust, Inc. (the "Company"). Set forth are our
responses to the Staff's October 3, 2005 comment letter and a supplemental comment letter received on October 5th (Comment 6).

General

        1.    Comment:    We have reviewed your graphics submitted in response to our prior comment number 1. Please
identify where in the prospectus you intend to place the graphics.

            Response:    We intend to place the photographs and charts we provided as fold-outs to the
front and back cover of the prospectus.

        2.    Comment:    Please include within the body of the prospectus a brief description of the Indemnity Agreement
set forth as Exhibit 10.22 to your registration statement.

             Response:    We have included a description of the indemnity agreement under the caption
"NEWKIRK REALTY TRUST, INC.—Our Real Estate Assets—Refinancing of Debt and Acquisition of Contract Right Mortgage Notes".

Prospectus Summary

        3.    Comment:    We have reviewed your disclosure in response to our prior comment number 9, but we are unable
to locate new disclosure highlighting the fact that Michael Ashner may benefit from the 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, the advisor portion of the incentive fee and First Union portion of the incentive fee. Stating that Mr. Ashner controls these various entities is not
sufficient to highlight the possible benefit to him of the various fees. Please revise.

             Response:    We have complied with the Staff's request. See
"PROSPECTUS SUMMARY—Conflicts of Interest—Transactions with First Union Real Estate Equity and Mortgage
Investments" and "Advisory Agreement with Our Advisor" and "CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTION—Transactions with First Union Real Estate Equity and Mortgage Investments" and "Advisory Agreement with
Our Advisor". We note that we have also previously disclosed the economic interests held by the Company's senior management in FUR Holdings LLC, the Advisor, First Union and
Winthrop Financial Associates. We also note that Michael Ashner and the other senior executives of our Advisor receive no other compensation from First Union, First Union's advisor or the Company.

        4.    Comment:    We note your response to our prior comment number 11. Please identify any other type of asset
that represents more than 10% of Newkirk MLP's assets.

            Response:    We have added disclosure on page 1 of the Prospectus Summary that there were no
other asset categories that represented more than 10% of Newkirk MLP's assets.

        5.    Comment:    We note your response to our prior comment number 11. Please advise us whether you considered
presenting summary data regarding your portfolio as of the closing of this offering.

            Response:    We have disclosed on page 1 of the Prospectus Summary that, on a pro forma basis
as of June 30, 2005, the Newkirk properties would represent 72.2% of Newkirk's total assets and cash and cash equivalents would represent approximately 10.9% of such assets.

Structure and Formation of Our Company, page 7

        6.    Comment:    We note your response to our prior comment 20. Please provide an analysis regarding the
applicability of Rule 14e-5 to the purchase of units in the formation transactions and the subsequent tender offer. To the extent your analysis relies on
Rule 14e-5(b)(7), please provide a detailed analysis of how the purchase agreement satisfies the three stated conditions.

             Response:    As a preface to our response, we believe it is important for the Staff to
understand the purpose and background of the proposed tender offer.

        As
disclosed in the Prospectus Summary under "Formation Transactions", the tender offer would afford all limited partners of Newkirk MLP the opportunity to sell MLP units at the same
price that MLP units are being sold in the formation transactions (e.g., the public offering price for shares of common stock, net of underwriting commissions). Accordingly, the tender offer, as
currently contemplated, was simply a means to provide a liquidity opportunity to the existing limited partners, and serves no other purpose relating to the proposed public offering. In addition, the
Company's attempt to extend this benefit to the limited partners is constrained by tax regulations, as the number of MLP units sought to
be purchased in a tender offer must be limited in order to avoid adverse tax consequences that would result if Newkirk MLP were classified as a "publicly-traded partnership". Accordingly, it is not
possible to include the other MLP units to be purchased in the formation transactions as part of the tender offer.

        With
respect to the applicability of Rule 14e-5(a), we note that in connection with the January 2000 amendments to the Rule, the Commission focused on the
primary purpose of the Rule. That purpose is "to protect investors by preventing an offeror from extending greater or different consideration to some security holders outside the offer." See
Securities Exchange Act Release No. 34-42055. By its terms, the Rule is intended to prevent fraudulent, deceptive or manipulative acts or practices in connection with a tender
offer. We submit to the Staff that the public policy concerns underlying Rule 14e-5 would not be advanced by application of the rule to the transactions and facts presented in this
case. To the contrary, the investors that the rule was intended to protect would be adversely affected by denying them an opportunity to achieve liquidity of their investment at the same price that
would apply to the proposed redemption of MLP Units.

        In
order to comply with the competing regulatory regime under the Securities Act, the Company was required to provide full disclosure of all of the formation transactions, including the
proposed tender offer transaction. However, the disclosure was limited to simply that—fully informing Newkirk REIT investors as to the formation transactions, including the proposed tender
offer. We submit to the Staff that such disclosure, fulfilling Newkirk REIT's full disclosure obligations under the Securities Act, does not constitute a "public announcement" under
Rule 14e-5 that was "reasonably designed" to inform the public or the investors about the tender offer. Only the intention to make an offer has been disclosed; the offeror has taken
no steps to formally commence the tender offer. The reference to the tender offer did not provide any specific and definitive information regarding the price, the mechanics of the offer and other
terms regarding the proposed tender offer.    To the contrary, the limited disclosure set forth the terms of an agreement entered into on August 5, 2005, prior to the initial filing
of the Registration Statement, among the Company, Apollo Real Estate Investment Fund III, L.P., NKT Advisors LLC, Vornado Realty Trust and WEM-Brynmawr Associates LLC. That agreement

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provided
for the parties thereto to undertake the various formation transactions, including the purchase of MLP units and the tender offer. Accordingly, we do not believe that
Rule 14e-5 is applicable in this context, or that MLP investors or the Company should be adversely affected because the Company complied with its disclosure obligations under the
Securities Act of 1933 as it relates to the registration statement disclosure.

Conflicts Of Interest, Page 18

        7.    Comment:    Please include a discussion here, and in the body of your prospectus, of the conflict related
to the payment of $150,000,000 of the proceeds to retire indebtedness owed to KeyBank, an affiliate of one of your underwriters.

             Response:    We note that there is a discussion of this conflict included as the last
paragraph under the caption "UNDERWRITING". We have also added this discussion under the caption "PROSPECTUS SUMMARY—Conflicts of Interest".

Risk Factors, page 24

        8.    Comment:    We note your response to our prior comment number 42; however, we continue to believe that the
compensation arrangements of members of senior management of the advisor with respect to their responsibilities to First Union and Winthrop Financial may be relevant to investors. For example, if a
particular officer received a greater percentage of his or her compensation from First Union as compared to the advisor, this might impact his or her incentive to devote time to the advisor.
Similarly, if the compensation arrangement with First Union were more dependent on incentive compensation as compared to the compensation arrangement with the advisor, this also might impact his of
her incentive. Please revise or advise.

             Response:    We have complied with the Staff's request. See
"PROSPECTUS SUMMARY—Conflicts of Interest—Allocation of Time by Senior Management" and
"RISK FACTORS—Risks Related to Conflicts of Interest and Certain Relationship. There are various conflicts of
interest resulting from the relationships among us, our management, our Advisor and other parties." We also note that Michael Ashner and the other senior executives of our
Advisor receive no other compensation from First Union, First Union's advisor or the Company.

If the current tenant of our Toledo, Ohio property, page 29.

        9.    Comment:    Please indicate the percentage of Newkirk MLP's assets represented by the Toledo, Ohio office
building.

            Response:    We have disclosed that the Toledo, Ohio office building represented approximately
4% of Newkirk MLP's assets as of June 30, 2005.

Use of Proceeds, page 48

        10.    Comment:    We have reviewed your response to our prior comment number 5; however we continue to believe
it would be useful to investors to include disclosure of the interest rate and maturity of the indebtedness that you intend to repay with the $150 million in proceeds, rather than simply
including a cross-reference to a lengthy description of the loan. Please revise.

             Response:    We have added disclosure to state the interest rate and maturity date of the
indebtedness that we are repaying.

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Our Dividend and Distribution Policy, page 49

        11.    Comment:    Please revise the reference in footnote 8 to "pro forma adjusted funds from operations."

             Response:    We have revised footnote 11 (formerly footnote 8) to delete the reference
to "pro forma adjusted funds from operations" and substituted "cash available for distribution".

Capitalization, page 52

        12.    Comment:    Please revise your pro forma disclosure of cash and cash equivalents, as adjusted for this
offering, to $163,400 rather than $169,531.

             Response:    We have revised our pro forma cash and cash equivalents as adjusted for this
offering to $163,400.

Selected Consolidated Financial Information, page 54

        13.    Comment:    We read your response to comment 61 and note your revised adjusted funds from continuing
operations disclosure. Please revise your presentation or explain to us how your adjustment related to impairment charges complies with Item 10(e)(ii)(B) of Regulation S-K. Refer
also to Question 8 and 9 of SEC's Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures. In addition, for each historical period where you present adjusted funds from
continuing operations, please revise your disclosure in Note (3) to reconcile this measure to the most directly comparable financial measure calculated and presented in accordance with GAAP and
revise the narrative portion of Note (3) to exclude your reference to non-cash restricted stock issuances since you no longer include this as a reconciling item in the table. Please
make all conforming revisions to the summary section on pages 24 and 25.

             Response:    We have revised our presentation to eliminate our adjustment related to
impairment charges pursuant to Item 10(e)(ii)(B) of Regulation S-K. In addition, we have added disclosure to reconcile funds from continuing operations to our GAAP net income from
continuing operations.

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 57

Trends, page 57

        14.    Comment:    We note your discussion of agreements intended to reduce interest rate exposure in the first
full paragraph on page 58. Please expand your disclosure to identify the instruments to which the interest rate cap in subsection (iii) applies.

             Response:    We have expanded our disclosure to identify the KeyBank National Association and
Bank of America, National Association debt for which the interest rate cap applies.

Liquidity and Capital Resources, page 58

        15.    Comment:    Please tell us what consideration you gave to presenting the table of contractual obligations
on a pro forma basis, reflecting application of the proceeds from this offering and the completion of the formation transactions.

         Response:    We have added a pro forma table of contractual obligations reflecting the impact of this offering.

Formation Transactions, page 84

        16.    Comment:    Please revise the third bullet on page 86 to properly reflect the amount of shares issued to
First Union.

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             Response:    We have revised the third bullet to provide for the disclosure of the number of
shares issued to First Union which will not be known until the initial public offering is priced, at which time we will reflect the amount of shares that the $50 million represents.

The Management Company, page 105

        17.    Comment:    We read your response to comment 88 and note that you reflect the allocation of income to
Administrator LLC as minority interest expense. Please also explain to us and disclose how you allocate earnings to Administrator LLC including the excess, if any, of the guaranteed return which
exceeds earnings otherwise allocable.

             Response:    We have revised our disclosure to clarify that income is allocated to
Administrator LLC based on the distributions it receives. It is not anticipated that income allocated to Administrator LLC would ever exceed distributions to them.

Contract Right Mortgage Notes, page 107

        18.    Comment:    We note your response to our prior comment 93; however, it is still not clear how a contract
right mortgage note is different than a traditional mortgage.

             Response:    We have clarified our disclosure to indicate that the contract rights have the
attributes of traditional second mortgages and are subordinated to first mortgage loans until those first mortgage loans are satisfied. Aside from such subordination, there is no difference between
these contract right mortgage notes and traditional mortgages. We have revised the disclosure in the prospectus under "NEWKIRK REALTY TRUST, INC.—Our Real
Estate Assets—Description of Indebtedness" to clarify this difference.

Mortgage Indebtedness of Property, page 126

        19.    Comment:    We note your response to our prior comment number 107. Please revise your disclosure in the
final carry-over paragraph at the bottom of page 133 to explain, as you have in
your response to us, how the amount paid by MLP affiliates for a 53% in such second mortgage indebtedness ($1,012,486) relates