SecProbe.io

October 25, 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
Amendment No. 1 to Registration Statement on Form S -11
Filed October 12, 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 not 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.
Cover Page of Prospectus
 Please revise the cover page to include only the names of the lead or managing 1.
underwriters.  See Item 501(b)(8) of Regulation S -K.
Financial Statements
Notes to Consolidated Financial Statements, page F -7
Note 5. Real Estate and  Intangible Assets, page F -15
 We note your response to comment 8 in our letter dated October 4, 2012 and are unable 2.
to agree with your position that the acquisition of the Keysville Road Farms met the
definition of a business acquisition as discussed in AS C Topic 805 -10-55-4 through ASC

David Gladstone
Gladstone Land Corporation
October 25 , 2012
Page 2

 Topic 805 -10-55-9.  Please amend your prospectus to reflect the purchase of farmland as
an asset acquisition.
Exhibit 5.1 – Draft Legality Opinion
 We note  that you have assumed the due authorization, execution and delivery of all 3.
documents by all parties.  Please explain how this assumption is appropriate as it appears
overly broad or revise your opinion accordingly.
Exhibit 8.1  – Draft Tax Opinion
 We note assumption (ii) on page 2.  Please revise here and elsewhere to clar ify that you 4.
are referring to representations, warranties and statements of officers and employees as to
questions of fact or explain to us how this assumption is appropriate.
 We note assumption (vii) on page 2.  Please explain to us how this assumption is  5.
appropriate.
 We note the last sentence of the first paragraph on page 3:  “This opinion is void and may 6.
not be relied upon if any of the representations, warranties, statements and assumptions
material to our opinion and upon which we have relied are not  accurate and complete in
all material respects at all relevant times.”  Please revise to remove such sentence or tell
us why it is appropriate.
 We note your statement in the third paragraph on page 3 that the opinion is intended for 7.
“those stockholders wh o acquire their Shares on or before termination of the sale of
Shares under the Registration Statement, and may not be relied upon or utilized for any
other purpose or by any other person.”  Please note that it is not appropriate to limit
reliance on the o pinion and revise accordingly.
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 our 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 authority, declare the
filing effect ive, it does not foreclose the Commission from taking any action with respect
to the filing;

David Gladstone
Gladstone Land Corporation
October 25 , 2012
Page 3

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

 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 reque sts 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 Securitie s 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 effectiv e 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.  Please 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