SecProbe.io

CORRESP
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September 16,
2005

  Securities and Exchange
  Commission

  100 F. Street, NE

  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. Registration
Statement on Form S-11

Registration No. 333-127278

Ladies and Gentlemen:

We have today
filed Amendment No. 1 to Form S-11 (the “Registration Statement”) for Newkirk
Realty Trust, Inc. (the “Company”).  Set
forth are our responses to the Staff’s September 6, 2005 comment letter.

General

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

Response:             We have enclosed a copy of the
materials you requested.

2.                                      Comment:             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.

Response:             It is our view that the sale,
concurrently with the subject offering, of $50 million of the Company’s common
stock to First Union Real Estate Equity Mortgage

Investments (“First Union”), the issuance of additional shares to First
Union in connection with its assignment of certain contract rights, and the
issuance of special voting preferred stock to NKT Advisors, the advisor to the
Company, will be valid private placements pursuant to Section 4(2) of the Securities
Act of 1933, and that such valid private placements under the facts and
circumstances presented should not be integrated with the Company’s public
offering in reliance on the policies underlying the Staff’s long-standing position
in the Black Box Incorporated (publicly available June 26, 1990) no-action
letter as supplemented by the Squadron, Ellenoff, Plesent & Lehrer
(publicly available February 28, 1992) no-action letter.

Pursuant to those letters, the Staff concluded that as
a policy matter relating to the nature and number of offerees, a registered
initial public offering and a simultaneous unregistered offering of securities
(whether of the same class or not) would not be integrated where the
unregistered offering is to persons who are “qualified institutional buyers”
for purposes of Rule 144A and no more than two or three large institutional
accredited investors.  First Union is a
qualified institutional buyer as defined pursuant to Rule 144A(a)(1) and NKT
Advisors, the advisor to the Company is an “accredited investor” as defined
pursuant to Rule 501(a) under the Securities Act of 1933, as amended.  It is our view that the policy considerations
underlying the Black Box and Squadron Ellenoff letters would apply in the
instant situation as well.  Note that, as
disclosed, pursuant to a lock-up agreement to be entered into with First Union,
all of the shares to be issued to First Union will be subject to a three-year
restriction on sale.

Moreover, it is our view that with respect to the
issuance of preferred stock to NKT Advisors, under traditional non-integration
standards (set forth in Release No. 33-4434, 12/6/61), four of the five factors
set forth in that release as being determinative of the question of
integration, are not present in the instant situation.  While the private offering to NKT Advisors is
being made at or about the same time as the public offering, the preferred
stock to be issued to NKT Advisors will be issued for no consideration or de minimis
consideration (and thus not be part of any plan of financing) and will bear no
relation to the consideration to be received for the sale of common stock in
the public offering; the issuance is being made for corporate governance
purposes and not as part of a plan of financing; and finally, the issuance does
not involve the same class of security as that offered in the public offering
(the preferred stock to be issued to NKT Advisors will not be convertible and
will be non-participating).  The special
voting preferred stock to be issued to NKT Advisors will, pursuant to an
Advisory Agreement, provide that on all matters for which NKT Advisors is
entitled to cast votes, it will cast those votes in direct proportion to the
votes that may be cast by limited partners of Newkirk MLP, except for votes
that may be cast by NKT Advisors or in certain circumstances, Vornado Realty
Trust.  The sole purpose of issuing such
special voting preferred stock is to allow the limited partners of Newkirk MLP
to participate in governance matters at the Company level.

3.                                      Comment:             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

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performance information substantially similar to
that required under Item 8 and Appendix II of Industry Guide 5.  Refer to Release 33-6900.

Response:             We do not believe that the offering
constitutes a “blind pool” as contemplated by Securities Act Release 33-6900 so
as to require prior performance information of the type set forth in Guide
5.  The disclosure guidelines in Guide 5
were originally contained in Guide 60 which was proposed by the Commission in
March 1974 and adopted in 1976.  The
primary motivation of the Commission in adopting Guide 60 was to address concerns
that had arisen in connection with the proliferation of real estate limited
partnerships in the 1970’s.  Most of
these partnerships were offered and sold as blind pools where at the time of
sale none of the proposed investments had been identified.  Thus, investors were placed in the position
of having to make investment decisions “without knowing exactly what the
specific assets of the program will be.”
See Securities Act Release 33-6354, p.3 (10/14/81).  Under these circumstances the Commission
believed that “the experience of the sponsor of the program being offered is a
critical area of disclosure for investors.”
See Securities Act Release 33-6354, p.5.
This concern led to the development of the track record requirements now
contained in Guide 5.  The rationale for
including a track record was that since potential investments had not yet been
identified at the time of an offering, investors should be furnished with the
track record of the sponsor before making an investment decision.

The current offering is vastly different from the offerings
for which Guide 5 disclosure would be appropriate.  All of the net offering proceeds, after
deducting underwriting discounts, will be used to purchase newly issued MLP
units from Newkirk MLP or currently outstanding MLP units from existing
partners in Newkirk MLP.  It is presently
estimated that the net proceeds of a $400,000,000 offering, after deducting
underwriting commission, would be approximately $375,640,000, of which
$140,865,000 would be used to purchase outstanding MLP units and $234,775,000 would
be used to acquire newly issued MLP units.
Newkirk MLP would in turn utilize the proceeds it obtains from the sale
of newly issued MLP units to repay $150,000,000 of outstanding debt payable
under its existing credit facility with KeyBank/Bank of America and to pay
expenses.  Accordingly, it is presently
estimated that Newkirk MLP would have approximately $79,775,000 available for
investment.  In addition to representing
a relatively small portion of the net offering proceeds, this amount is even more
insignificant when viewed against the current real estate investments of
Newkirk MLP.  Based on the June 30, 2005
financial statements, Newkirk MLP’s real estate investments had a gross asset
value of more than $1.5 billion.  As
described in the Registration Statement, these assets consist primarily of
ownership of 204 office, retail, industrial and other properties containing an
aggregate of approximately 17,201,024 square feet of space located in 33
states.  Extensive information about
these real estate investments is included in the Registration Statement.  Accordingly, we believe that it is
inappropriate to view this offering as a blind pool or that the requested
disclosure is required.

4.                                      Comment:             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.

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Response:             The Company does not currently
maintain a website, although it has reserved the domain name www.newkirkrealtytrust.com
and intends to establish a website at such web address prior to the
consummation of the offering.  We have
included this disclosure in the Prospectus Summary.

5.                                      Comment:             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.

Response:             We
have provided additional disclosure under the caption “NEWKIRK
REALTY TRUST, INC. – Conflict of Interest Policy” regarding certain
provisions of the Company’s by-laws and Code of Business Conduct and Ethics, in
response to the Staff’s comment with respect to Item 25(b) of Form S-11.

6.                                      Comment:             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.

Response:             We have complied with the Staff’s
request and revised the risk factors on the cover page.

7.                                      Comment:                                       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.

Response:             As disclosed in the Registration
Statement, the Company’s strategy is to manage its existing net lease
properties and to make investments solely in assets related to net lease
properties.  See “PROSPECTUS
SUMMARY – Our Strategy”.  As a
result of the assignment to the Company of First Union’s exclusivity rights
with respect to Michael Ashner, Mr. Ashner will be required to direct net lease
opportunities solely to the Company.
Accordingly,

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Michael Ashner’s exclusivity obligations to First Union, which relate
only to non-net lease opportunities, will not restrict his ability to take
advantage of future business opportunities for the Company. We have clarified
the disclosure to make clear that First Union will retain its exclusivity
rights with respect to non-net lease opportunities.  See the fifth-to-last bullet under “PROSPECTUS SUMMARY – Structure and Formation of Our Company –
Formation Transactions” and “OUR ADVISOR AND THE ADVISORY AGREEMENT; EXCLUSIVITY ARRANGEMENT –
Exclusivity Arrangement with Michael Ashner – Limited
Exclusivity Assignment; Issuance of Shares to First Union”.

8.                                      Comment:             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.

Response:             We have revised the Prospectus
Summary to comply with this comment and in particular have limited the
disclosure with respect to dividend and distribution policy, preferred stock
terms and restrictions on stock ownership.

9.                                      Comment:             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;

•                              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.

Response:             We have complied with the Staff’s
request.  See “PROSPECTUS
SUMMARY – Conflicts of Interest”, and “CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS – Transactions and Relationships
Relating to this Offering and Our Structure”.

10.                               Comment:             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.

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Response:             We have revised the disclosure
under “PROSPECTUS SUMMARY – Newkirk Realty Trust, Inc.”
to specify that our senior management team consists of Michael Ashner, our
Chief Executive Officer, Peter Braverman, our President, Carolyn Tiffany, our
Chief Operating Officer, Thomas Staples, our Chief Financial Officer, and Lara
Sweeney Johnson, our Executive Vice President.

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

Response:             We have disclosed in the “PROSPECTUS SUMMARY” that, based on
the June 30, 2005 financial statements, the Newkirk properties represent
approximately 82.7% of the assets of Newkirk MLP.  The securitized notes receivable represent
less than 1% of total assets and have not been separately disclosed because we
do not believe that such disclosure is material.

Our Strategy, page 2

12.                               Comment:             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 futur