SecProbe.io

October 4 , 2012

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

Re: Gladstone Land Corporation
Registration Statement on Form S -11
Filed September 21, 2012
  File No. 333-183965

Dear Mr. Gladstone:

We have reviewed your 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 amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do no t believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.
Prospectus Summary , page 1
 Refer to the current portfolio table on page 1.  We note that you also include a current 1.
portfolio table on page 94 of the prospectus, which contains more detailed information
regarding your properties.  Please revise the summary table so that it also discloses lease
expiration and has similarly detailed footnote disclosure as the table on page 94.
 We note your disclosure in footnote (1) on page 1 of the prospectus.  Please calculate 2.
2012 annualized rent based on the prior 12 months or advise.
Land Acquisitions, page 4
 We note your response to comment 9 in our letter dated August 31, 2012 and the 3.
revisions made on page 4.  Please revise to explain more specifically how your operations
differ from those entities that comprise the NCREIF Farmland Index, including, as

David Gladstone
Gladstone Land Corporation
October 4, 2012
Page 2

 applicable, your use of leverage, your reliance on your adviser and manager and your
payment of management fees, incentive fees and reimbursement of expenses.  Clarify
whether you own properties included in the NCREIF Farmland Index or  whether your
current tenants own properties included in the index.  In addition, please revise your
disclosure to clarify that there is no guarantee that your returns will track that of NCREIF
Farmland Index and provide a cross -reference to your Summary C onsolidated Financial
Data section.
Compensation of Our Adviser and Our Administrator, page 11
 We note your response to comment 2 of our letter dated August 31, 2012.  Please revise 4.
your disclosure on page 55, or elsewhere as appropriate, to briefly explai n and quantify
how the management advisory fee, the administration fee and expenses disclosed on page
55 are different than the proposed compensation under the new agreements.
Selected Financial Data, page 44
 We note your disclosure related to unaudited pr o forma consolidated financial 5.
information .  Please clarify for us whether the company intends to include pro forma
financial information in the selected financial data or management’s discussion and
analysis .
Leased Property, page 80
 We note your response  to comment 5 in our letter dated August 31, 2012.  Please revise 6.
to explain what you mean by “traditional” REITs or remove the reference in the second
paragraph of this section.
Our Current Properties, page 86
 We note your response to comments 6 and 7  in our letter dated August 31, 2012  and your 7.
updated disclosure.  Please revise your disclosure on page 86 to include the aggregate
cost basis of properties alongside the aggregate appraised value.  In addition please tell us
and enhance your disclosure to ex plain why the calculated yield does not include interest
expense incurred on the mortgages placed on your properties.  Finally, revise your
discussion to include a disclosure of the total interest expense that has been excluded
from the yield calculation.
Financial Statements
Notes to Consolidated Financial Statements, page F -7
Note 5. Real Estate and Intangible Assets, page F -15
 We have considered your response to  comment 10  in our letter dated August 31, 2012 .  8.
We are unclear how you determined it would be appropriate to recognize a bargain

David Gladstone
Gladstone Land Corporation
October 4, 2012
Page 3

 purchase gain on the purchase of farm land.  Please explain to us how you determined
that the property acquired met the definition of a business in accordance with ASC Topi c
805-10-55-4 through ASC Topic 805 -10-55-9.  In addition , please clarify for us whether
the property was acquired subject to a pre -existing lease or if the company entered into a
new lease with the seller at the time of acquisition.
Note 9. Subsequent Ev ents (Unaudited), page F -19
 Please provide to us and disclose in your amended prospectus the preliminary purchase 9.
price allocations related to your acquisitions of the Colding Loop and Trapnell Road
Farms properties.  Additionally, please explain to us in greater detail the terms of the pro -
rata rent credit received at the closing of the Colding Loop Farm acquisition and clarify
for us how you intend to account for the credit.
Historical Summary of Revenue – Colding Loop Road Wimauma, LLC
Notes to Histori cal Summary , page F -38
1. Business , page F -38
 We note the disclosure that the property at Colding Loop was acquired in June 2012.  10.
However, your disclosure in footnote 9 to the financial statements of Gladstone Land
Corporation states that the property was  acquired on August 9, 2012.  Please explain the
difference to us.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding ou r comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authorit y, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not reliev e the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

David Gladstone
Gladstone Land Corporation
October 4, 2012
Page 4

  the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective  date of the
registration statement.

You may contact Mark Rakip, Staff Accountant,  at (202) 551 -3573  or Robert Telewicz,
Staff Accountant, at (202) 551 -3438 if you have questions regarding comments on the financial
statements and re lated matters.  Pl ease contact Erin E. Martin, Attorney -Advisor, at (202) 551 -
3391 or me at (202) 551 -3401  with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
cc: Daren DeStefano