SecProbe.io

June 7, 2012

Via Secure E-mail
David Gladstone
Chairman and Chief Executive Officer
Gladstone Land Corporation
1521 Westbranch Drive, Second Floor
McLean, VA 22102

Re: Gladstone Land Corporation
Confidential Draft Registration Statement on Form S -11
Submitted May 11, 2012
  CIK No. 0001495240

Dear Mr. Gladstone :

We have reviewed your confidential draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended confidential draft registration statement or filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendm ent is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended confidential draft registration statement or filed registration statement,  we may have
additional comments.

General
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.  Such graphics and
pictorial representations should not be in cluded in any preliminary prospectus distributed
to prospective investors prior to our review.
2. Please provide us with support for all quantitative and qualitative business and industry
data used in the registration statement.  For example, we note your dis closure in your
“Our Industry” and “Our Investment Focus” sections.  Clearly mark the specific language
in the supporting materials that supports each statement.  The requested information
should be sent in paper form accompanied by a cover letter indicati ng that the material is
being provided pursuant to Securities Act Rule 418 and that such material should be
returned to the registrant upon completion of the staff review process.

David Gladstone
Gladstone Land Corporation
June 7, 2012
Page 2

 3. The prospectus contains jargon and technical terms that make it difficult for investors
who are not familiar with your business to understand your offering.  For example only,
we note the following:
 Coolers; and
 Box barns.
Please revise your document to replace technical jargon with descriptions so that an
ordinary investor can better understand your disclosure.  Instead of using industry jargon,
explain these concepts in concrete, everyday language.  If you must use industry -specific
terms, please explain the meaning of the terms the first time they are used.
4. We note that you ma y invest in real estate -related assets, such as mortgages.  We also
note that you intend to operate your business in a manner that will permit you to maintain
an exemption from registration under the Investment Company Act of 1940.  Please
provide us with a detailed analysis of the exemption that you and your subsidiaries intend
to rely on and how your investment strategy will support that exemption.  Please note that
we will refer your response to the Division of Investment Management for further review.
5. We note that you have identified yourself as an “emerging growth company,” as defined
in the Jumpstart Our Business Startups  Act, and that you have elected to use the extended
transition period for complying with new or revised accounting standards.  Please  revise
your MD&A section to indicate in your critical accounting policy disclosures that your
financial statements may not be comparable to companies that comply with public
company effective dates.
6. Please provide updated financial information pursuant t o Rule 8 -08 of Regulation S -X.
Cover Page of Prospectus
7. Please identify the lead underwriters or provide a thorough explanation of why the
information cannot be included.
8. Please revise your cover page risk factors as well as your summary risk factors on page 5
to (i) quantify the extent to which your expected levels of distributions will exceed your
cash available for distribution to your stockholders and (ii) indicate, if true, that one
tenant is responsible for approximately 80% of your rental revenues.
Prospectus Summary, page 1
9. Please identify your administrator in the organizational chart on page 7.  Please also
highlight its relationship to your advis er.

David Gladstone
Gladstone Land Corporation
June 7, 2012
Page 3

 Compensati on of Our Adviser and Administrator, page 8
10. Please provide a sample calculation of the quarterly incentive fee to be paid to your
advis er in a footnote to the compensation table.
11. We note that you will reimburse your adviser for acquisition expenses.  We fu rther note
your disclosure on page 7 that you will rely on outside professionals with agriculture
experience that perform due diligence on the properties you intend to acquire and lease.
Please revise to clarify whether you will reimburse your adviser any  amounts paid to
these outside professionals or otherwise explain how they will be paid.
12. We note that you will pay for your allocable portion of the administrator’s overhead
expenses, including “rent for employees.”  Please revise to clarify what you mea n by
“rent for employees.”
13. We note that you will pay the allocable portion of the salaries and benefits for certain
named executive officers and your disclosure on page 102.  In future filings that require
Item 402 or Item 404 of Regulation S -K disclosur e, please disclose t he amount of fees
paid to the administrator , break out the total amount of administrator overhead expenses
and the amount of expense reimbursements specifically related to each named executive
officer.
Risk Factors, page 17
14. We note that  several risk factor subheadings merely state general facts about your
business.  For example, we note the following subheadings:
 “Some of our tenants could be susceptible to bankruptcy,” page 18;
 “We may have conflicts of interest with our Adviser and oth er affiliates,” page
24; and
 “Failure to make distributions would subject us to tax,” page 28.
Please revise throughout as necessary to identify briefly  in your subheadings the specific
risks to you that result from the noted facts or uncertainties, and th en elucidate as needed
to provide details regarding each risk.  Potential investors should be able to understand
the risk as it specifically applies to you .
15. We note your disc losure that you may also elect  to sell farmland to be developed by
others for urban or suburban uses.  Please include risk factor disclosure that highlights the
material risks associated with this business plan especially in light of the current market
for development.

David Gladstone
Gladstone Land Corporation
June 7, 2012
Page 4

 Our distributio n rate may have an adverse effect on the market price of our common stock , page
17
16. Each risk factor  should contain only one discre te risk.  This risk factor discusses  the risk
of your distribution rate’s effect on the trading price of your stock and that you do not
have sufficient cash flows from operations to meet your distribution rate, which  is a
separate and distinct risk.  Please revise.
The requirements of being a public company may strain our resources . . . , page 31
17. Please present the risk assoc iated with your status as an emerging growth company under
a separate subheading.
Use of Proceeds, page 36
18. Please explain what you mean by “farming -related properties.”  To the extent that this
amount includes mortgage investments, please clearly indicate as such.
Distribution Policy, page 37
19. Given that you expect significant property acquisitions in your first 12 months after the
offering, please tell us how you determined that your cash flows would be predictable
enough to form a reasonable basis for your  projections of future cash available for
distribution in compliance with Item 10(b)(1) of Regulation S -K.  To the extent you
believe that your current factually supportable cash flows available for distribution
provide reasonable support for your anticipa ted distributions, please address the
following comments.
20. We have considered your response to comment 13  in our letter dated October 28, 2010 .
We remain unclear how you determined it would be appropriate to include cash on hand
as of December 31, 2011 in your calculation of cash available for distribution.  Please
revise your disclosure to remove cash on hand as of December 31, 2011 from your
calculation of cash available for distribution and revise your estimated payout ratio
accordingly.
21. We have consider ed your response to comment 14  our letter dated October 28, 2010 .
Please revise your disclosure to include a footnote to the calculation of cash available for
distribution to describe the sources of cash available to you to fund the shortfall between
cash available for distribution and the estimated annual distribution to stockholders.
22. We note from Schedule III on page F -33 that the company has a history of capital
improvements on properties.  Tell us why you have not included an estimate for recurring
capital expenditures in your calculation of cash available for distribution.
23. Please clarify for us whether you will be required to distribute the approximately $4.4
million of undistributed non -REIT earnings and profits accumulated in prior years, as

David Gladstone
Gladstone Land Corporation
June 7, 2012
Page 5

 well as the $4.0 million related to the deferred intercompany gain resulting from land
transfers upon converting to a REIT.  To the extent you are required to distribute these
amounts, please revise your disclosure here, and add a footnote to your calculation of
cash available for distribution, to clearly state the amount and timing of these cash
distributions
24. Please disclose the extent to which you may pay distributions from offering proceeds and
disclose the anticipated percentage of offering proceeds to be used,  if any, to fund your
annual distribution rate.
Dilut ion, page 42
25. Please provide to us your calculations to determine the dilution in net tangible book value
per share to new investors, including your estimation of underwriting expenses for both
the offeri ng and the potential overallotment option.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
46
Overview
26. We note that your properties are leased under triple net leases.  Although we note your
disclosure on page 73, please describe in this section how you monitor tenant credit
quality and identify any material changes in quality in your period -on-period disclosure.
Our Current Properties, page 80
27. We note the aggregate appraised value of your properties is approxim ately $66 million.
We further note that it appears certain appraisals were completed in 2010.  Please revise
to clarify the dates of the appraisals and whether you considered obtaining more recent
appraisals.  In addition, please confirm that you will fil e consents in connection with the
appraisals and revise your Experts section accordingly.
28. We note your disclosure of average annual effective rent per acre.  Please clarify if this
measure reflects the impact of tenant expense reimbursements.
29. Please ref er to footnote (2) regarding West Beach Farms on page 83.  Please clarify how
you calculated an “annualized” amount for this property when you did not own it for the
full year.
Lease Expiration, page 84
30. Please clarify how “initial annual base rent” is calc ulated.
31. We note that approximately 79% of your total initial annual base rent is expiring in 2013.
In your MD&A section, please discuss the relationship of market rents and expiring rents.

David Gladstone
Gladstone Land Corporation
June 7, 2012
Page 6

 Furthermore, with respect to leases that you recently renewed, pl ease include a
comparison of new rents on renewed leases to prior rents.
Our Real Estate Experience, page 85
32. We note your reference to the NAREIT REIT Index in this section.  Please revise to
clarify what companies comprise this index.
33. We note your referen ce to the adverse affect of the cyclical nature of the real estate
market.  Please provide more specific examples of any adverse business developments or
conditions with respect to the programs sponsored by your sponsor and its affiliates.
Refer to Item 8 .A.2 of Industry Guide 5.
Conflicts of Interest, page 110
34. Please highlight that your administrator and advis er share common ownership.
Gladstone Land Corporation
Notes to Consolidated Financial Statements, page F -7
Note 5. Real Estate and Intangible Assets, page F -14
Real Estate, page F -14
35. Please clarify for us what useful life you are using to amortize the below -market lease
liability related to your lease with Strawberry Passion Farms.  In your response, tell us
whether the option to extend the leas e was determined to be a bargain renewal, and how
this may have impacted the amortization period.
36. Please explain to us in further detail how you determined it would be appropriate to
recognize a bargain purchase gain on the acquisition of the property in Plant City,
Florida.  Please cite any relevant accounting literature in your response.
2364 West Beach Road, page F -23
Historical Summary of Revenue, page F -24
37. We note your inclusion of the Historical Summary of Revenue for the 2364 West Beach
Road  propert y, as well as the 75 Dalton Lane  property.  We are unclear how you
determined it would be appropriate to exclude operating expenses of the properties from
your audited statements of revenues and expenses for purposes of complying w ith Rule
3-14 of Regulati on S-X.  Please advise and cite the accounting literature relied upon.
38. Given that 2364 West Beach Road and 75 Dalton Lane are subject to triple -net leases, tell
us what consideration you have given to providing audited financial statements or

David Gladstone
Gladstone Land Corporation
June 7, 2012
Page 7

 summarized fi nancial statements of the lessee.  In your response please provide us with
the significance tests for each property acquired including the significance threshold.
Exhibits
39. Please file all required exhibits as promptly as possible.  If you are not in a posi tion to file
your legal or tax opinions with the next amendment, please provide draft copies for us to
review.
General
Please supplementally provide us with any written materials that you or anyone
authorized to do so on your behalf provide in reliance o n Section 5(d) of the Securities Act to
potential investors that are qualified institutional buyers or institutional accredited investors.
Similarly, please supplementally provide us with any research reports about you that are
published or distributed in  reliance upon Section 2(a)(3) of the Securities Act  of 1933 added by
Section 105(a) of the J umpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

If you intend to respond to these comments  with an amended draft registration statement ,
please submit it and any associated correspondence in text searchable PDF file s using the secure
e-mail system we describe on our website at
http://www.sec.gov/divisions/corpfin/cfannouncements/cfsecureemailinstructions.pdf .

Please use your Central Index Key, or CIK number, in your correspondence to us about
your submission.   If you did not have one when you submitted your confidential draft
registration statement, we assigned one to you. You will need your CIK number to make your
initial filing on EDGAR and you must take a number of steps to prepare for that filing.
Following the procedures set for th in Section 3.3.1.1 , of the EDGAR Filer Manual – Volume I at
http://www.sec.gov/info/edgar/edgarfm -vol1-v12.pdf , you must:

 Submit a request to us to convert your EDGAR status from a paper to an electronic filer
if we generated the CIK  number  for y