SecProbe.io

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<TYPE>LETTER
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      Mail Stop 4561

      December 6, 2005

Martin Landis
Chief Executive Officer
Landwin REIT, Inc.
17200 Ventura Blvd., Suite 206
Encino, California 91316

Re:	Landwin REIT, Inc.
      Form S-11
      Filed on November 7, 2005
      File No. 333-129534

Dear Mr. Landis:

      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 Comments
1. Please provide us with copies of any graphics, maps,
photographs,
and related captions or other artwork including logos that you
intend
to use in the prospectus.
2. On page 68, you state that you "have no present expectation of
repurchasing any of our common stock except pursuant to [your]
stock
redemption program."   Please revise the registration statement to
include a description of the share redemption program.
3. Please be advised that you are responsible for analyzing the
applicability of the tender offer rules to your share redemption
plan
and for determining the availability of any exemption under Rule
13e-
4 and Regulation 14E.  We urge you to consider all the elements of
your share repurchase program in determining whether the program
is
consistent with relief granted by the Division of Corporation
Finance
in prior no action letters.  See, for example, T REIT Inc. (Letter
dated June 4, 2001), Wells Real Estate Investment Trust II, Inc.
(Letter dated December 3, 2003) and Hines Real Estate Investment
Trust, Inc. (Letter dated June 4, 2004).  To the extent you have
questions as to whether the program is entirely consistent with
the
relief previously granted by the Division of Corporation Finance,
you
may contact the Division`s Office of Mergers and Acquisitions.
4. Please advise us how the redemption of shares will be conducted
in
a manner that is consistent with the restrictions on activities by
issuers during distributions of securities set forth in Regulation
M.
This discussion should address compliance with Regulation M in the
current offering and any offerings that may take place in the
future.
5. Please provide us with all promotional material and sales
literature, including material that will be used only by broker-
dealers.  In this regard, note that sales materials must set forth
a
balanced presentation of the risks and rewards to investors and
should not contain any information or disclosure that is
inconsistent
with or not also provided in the prospectus.  Refer to Item 19.B
of
Industry Guide 5.
6. We note that you do not appear to have included a dealer
prospectus delivery obligation on the outside back cover page of
the
prospectus.  Please revise or alternatively tell us why it is not
appropriate.  Refer to Item 502 of Regulation S-K.

Cover
7. It appears that your Cover Page is over one page long.  Please
revise to limit the Cover Page to one page.  Refer to Item 501(b)
of
Regulation S-K.
8. Please revise to note the price per share of the shares being
offered at the top of the Cover Page.
9. You state that the Risk Factor section begins on page 23.
Please
revise to note that the Risk Factor section begins on page 21.
10. We note that the managers of your Advisor will each receive
closing fees of $1.25 million upon the initial closing of the
first
$50 million in proceeds received and an additional $1.25 million
upon
the acceptance by you of an additional $50 million in offering
proceeds.  Please revise here and in the document in more detail
to
discuss the services being rendered for this fee.  For example,
but
without limitation, please note whether the services include the
managers` participation in the offering of your securities.
Further,
please tell us why the managers need not register as broker-
dealers
under Section 15a of the Exchange Act.
11. We note that members of your Advisor will receive introduction
fees of $2.5 million upon the initial closing of the first $50
million in proceeds received and an additional $2.5 million upon
the
acceptance by you of an additional $50 million in offering
proceeds.
In light of the incentives to the Advisor in reaching the minimum
offering, please tell us why these members need not register as
broker-dealers under Section 15a of the Exchange Act.
12. Please reconcile the disclosure regarding payments to members
of
Advisor for the introduction fee with the disclosure on page 72
that
you will pay the flat fee to "ARC Partners, LLC for introduction
to a
network of individual residential real estate investors to Jack R.
Andrews & Associates, LLC, Commercial Real Estate Properties, LLC
and
Muir, LLC."   Please tell us the natural persons who control ARC
Partners.
13. Please revise the fifth bullet point to disclose that asset
management fees are based on amounts invested rather than on
performance and thus may motivate the Advisor to recommend riskier
investments.
14. With respect to your tenth bullet point, please revise to
disclose why this is a risk and if the risk is that you may use
offering proceeds to make distributions, please revise to so
state.
In this connection, we note that you have not included a
corresponding risk factor in your risk factor section.  Further,
with
respect to the ninth bullet point, please tell us whether this
limitation appears in your charter or by-laws.

Questions and Answers about this Offering, page 10
15. Please be aware that we view the Question and Answer section
and
the Summary section of the prospectus to be one section.  Your Q&A
should not repeat any information that appears in the summary and
vice versa.  To the extent there is repetitive text in these
sections, please revise to minimize the repetition.  We note, for
example, that both sections contain information relating to your
UPREIT structure and restrictions on share ownership.  As written,
the Q&A and Summary sections are lengthy and do not provide
investors
with a clear, concise and coherent "snapshot" description of the
most
significant aspects of the offering.  Please limit your summary to
key information about your business and your offering, and provide
the more detailed disclosure in the body of the prospectus.  Refer
to
Securities Release 33-6900 and Item 3 of Industry Guide 5.  In
this
connection, please also revise to discuss the most material risk
factors no later than page 2 of the summary and to omit the
numerous
cross-references from your summary.

Prospectus Summary, page 15
16. The introductory paragraph states that the "summary is not
complete."  While we understand that a summary, by its very
nature,
is not a complete discussion of all the factors affecting an
investment in your company`s common stock, your current disclosure
implies that your disclosure under this heading represents an
incomplete summary.  Please revise to remove this qualification or
to
ensure that the section summarizes the material elements of the
offering.

17. Please revise to include a separately captioned discussion
regarding the compensation to be paid to your Advisor and its
affiliates.

18. Please revise to include a separately captioned discussion of
conflicts of interest that identifies all persons and entities
with
conflicts of interests or potential conflicts of interests,
describe
the nature of each person`s affiliation with you and discuss the
nature of each conflict identified.

Landwin REIT. Inc., page 15
19. We note on page 63, that you may invest in "first mortgages or
second or more junior mortgages, mezzanine loans and preferred
equity
investments."  Please revise this section to briefly discuss the
nature of the "real estate related investments" in which you may
invest.   Please revise to include disclosure that you there is no
limitation on the amount that you may invest in subordinated
loans,
uninsured and non-investment grade mortgage loans, subprime loans
and
balloon loans.

20. You refer to your website at www.landwinreit.com.  Please note
that this is not a functioning website.  Please revise or advise
as
necessary.

Our Management, page 15
21. You state that a majority of your directors will be
independent.
Please revise to note that a majority of your directors are
currently
independent.

Description of Real Estate and Real Estate Related Investments,
page
15
22. Please revise to disclose if there are any limitations on the
amount that you may invest in any type of permitted investment.
Prior Investment Programs, page 17
23.  You state that "Sylvia, Inc. and its affiliates, principal
officer and his preceding affiliates, have previously sponsored 60
privately offered real estate programs since 1969."  Please revise
to
note if SmithDennison Capital, LLC has previously sponsored any
real
estate programs.

Dividend Reinvestment Plan, page 18
24. In the last sentence of this section, you refer to the
"Description of Capital Stock-Dividend Reinvestment Plan" section
of
the prospectus.  Please note that the Description of Capital Stock
section does not include a description of your Dividend
Reinvestment
Plan.  Revise as necessary.

Listing, page 18
25. Please revise to disclose that if the shares become listed you
intend to acquire your Advisor or establish a fee structure
appropriate for an entity with a perpetual life.

Risk Factors, page 21
26. We note that your risk factors include repetitive disclosures.
For example but without limitation, you discuss the risk of
competition on pages 22, 28, 29, 31 and 41.  For another example
you
discuss the risks of delays in making investments on pages 21 and
26.
Please revise as necessary to eliminate repetitive disclosure.

Your interest may be diluted if we issue additional shares, page
22
27. You state in the last bullet that investors may experience
dilution if you "issue common stock upon the exercise of the
options."  Please advise us as to the options you are referring
to.

We might experience reduced net interest income or a loss from
holding fixed rate investments during periods of rising interest
rates, page 27.
28. We note your statement that you may fund your investments with
short-term borrowings.  Please revise to indicate the nature of
your
investments that may be funded with short term-borrowings.

Estimated Use of Proceeds, page 51
29. You state on page 75, that "many of the organization and
offering
expenses, such as costs of registering and qualifying the shares
and
legal, accounting and printing expenses, will be incurred in the
initial stages of this offering regardless of the amount of
proceeds
we raise."  In light of this statement, please revise footnote
number
3 to explain the difference between the minimum and maximum
offering
expenses.
30. We note your statement that after investments and expenses
directly associated with the offering the remainder of the
offering
proceeds will be used to pay offering expenses, "including selling
commissions and marketing support fee."  Please tell us where you
have discussed these selling commissions and marketing support
fees.
In this connection, we note your reference to "certain soliciting
dealers" on page 123 but no discussion of selling commissions to
be
paid to such soliciting dealers.

Management of the Company, page 52

Martin Landis, page 52
31. You state that Mr. Landis has served as the Chief Executive
Officer of Sylvia, Inc. and other entities affiliated with the
general business of Landwin from 1987 to the present.  Please
revise
to note the "other entities" for which Mr. Landis has served as
the
Chief Executive Officer.  Also, please provide a description of
the
entity you refer to as Landwin.  This description should include,
but
not be limited to, the entity`s full name and its relationship to
you
if any.

Paul Sigelman, page 53
32. Please revise to note Mr. Sigelman`s business experience over
the
last five years.  Refer to Item 401(e) of Regulation S-K.

Board of Director, page 53
33. You state that one director will be eligible for re-election
per
year.  Please revise to explicitly note the term of your
directors.
Refer to Item 401(a) of Regulation S-K.

Principal Stockholders, page 57
34. Please revise to include footnote disclosure of the natural
persons who control Landwin Advisors.

Our Structure and Formation, page 58
35. We note that you are a recently formed company.  Please expand
your disclosure to provide general information as to the company,
the
date on which the governing documents became operative and the
date
on which they will expire.  If the duration of the registrant may
be
sooner terminated or may be extended, outline briefly the
pertinent
provisions.

Real Estate Related Investments, page 63
36. In the second full paragraph, you state that if you obtain
appropriate mortgage licenses, you may originate loans.  Please
revise to disclose whether you plan to obtain a mortgage license
and
to disclose any steps you have taken to date towards obtaining the
licenses.
37. Please revise to discuss in further detail the underwriting
criteria you will use to acquire or make mortgage loans.  For
example, we note disclosure in your risk factor section that you
may
invest in uninsured and non-investment grade mortgage loans and
subprime loans and balloon payment loans.  Further, we note your
disclosure on page 85 that you anticipate your investments will
have
a short time horizon.  Does this mean that you intend to make
short-
term mortgage loans?  Please revise to discuss the anticipated
term
of your loans.
38. You state that you may invest in preferred equity investments.
Please revise to state the criteria that will be followed in the
purchase of such securities.  Refer to Item 13(c) of Form S-11.
For
example, but without limitation, please note whether you require
an
issuer to have a minimum net income before you will invest.
Borrowing Policies, page 64
39. Please revise to discuss your policies with respect to
financing
the acquisition or origination of mortgage loans.

Conflicts of Interest, page 69
40. We note your introductory statement that the diagram sets
forth
the relationship between you, the Advisor, the dealer-manager and
your promoter.  Please revise to identify the "dealer-manager" and
include disclosure in the appropriate section of the document
discussing such dealer-manager.
41. Please revise the first paragraph to disclose the ownership
percentages in your Advisor by each of your officers and directors
and the identity of your officers who are also officers of your
Advisor it`s affiliates.
42. You state that the managers of your Advisor may each engage in
one competitive project per year.  Please revise to provide a
detailed definition of a "competitive project."
43. Please revise to include a discussion of the conflicts in
connection with the management fees and the termination fees.

Certain Relationships and Related Transactions, page 72
44. Please revise to note the ownership percentages in your
Advisor
for each of its minority shareholders.
45. Please revise to disclose the amount of the introduction and
closing fees and identify the persons to whom these fees will be
paid.

The Advisor, page 72

The Advisory Agreement, page 72
46. On page 71, you discuss your "agree