SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

June 23, 2011
 D. Kirk McAllaster, Jr. Executive Vice President, Chief Financial Officer and Treasurer Cole Credit Property Trust IV, Inc. 2555 East Camelback Road, Suite 400 Phoenix, Arizona 85016
Re: Cole Credit Property Trust IV, Inc.
Amendment No. 2 to Regist ration Statement on
Form S-11 Filed May 26, 2011
  File No. 333-169533

Dear Mr. McAllaster:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. We note that you intend to operate your bus iness 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 st rategy will support that exemption.  Please
note that we will refer your response to the Division of Investment Management for further review.
 Prospectus Cover Page

 2. Please refer to comment 6 of our letter date d October 21, 2010 and revise to ensure that
this page is one page in le ngth and at least 10-point modern  type.  Please refer to Rule
420 of Regulation C and Item  501 of Regulation S-K.

D. Kirk McAllaster, Jr.,  Executive Vice President
Cole Credit Property Trust IV, Inc.
June 23, 2011
Page 2

What is the experience of your s ponsor and your advisor, page 2
 3. Please revise to provide a cross reference to the disclosure of adverse experiences
included in the prior performance summary.  Also, please revise to  clarify that your
advisor does not have any assets with which to remedy any breach of fiduciary or
contractual duties and will have  to rely on your sponsor and its affiliates to fulfill the
obligations owed pursuant to the advisory agreement, if true.

Executive Officers and Directors, page 58

 4. Please update your disclosure prior to effec tiveness to disclose your three independent
directors.  Please also indicate if any of thes e persons serves as a di rector of, or has an
ownership interest in, another real estate investment program  that is sponsored by your
advisors.
 The Advisory Agreement, page 67

 5. We note your statement on page 67 that either party may terminate the advisory
agreement without penalty upon 60 days’ writte n notice.  Please revise to clarify what
you mean by “without penalty.”  If a penalty would be imposed for other instances of
termination, please discuss and quantify such penalty.

Conflicts of Interest, page 77

 6. We note the risk factor on page 23 discussing the internalization of management.  Please
revise your disclosure  to address the conflict of inte rest that is presented when
determining whether to pursue liquidation or  listing, including a discussion of the
benefits the advisor would receive by pursuing listing over liquidation.

7. We note that you have an additional real es tate investment program currently pending
registration for its IPO.  Please discuss in more  detail the conflict of interest presented to
the dealer manager with resp ect to its underwriting obliga tions to both offerings, which
may occur simultaneously.

Acquisitions and Investment Policies, page 84

 8. We note your statement on page 85 th at “[m]any of our properties are
 leased to tenants in
the chain or franchise retail industry . . . ,” (emphasis added).  Elsewhere in the
prospectus, you indicate that you do not currently own any properties.  Please revise for
consistency.

Conditions to Closing Our Acquisitions, page 89
 9. Please define “marketable title” and “tenant estoppel certifications ” in plain English.

D. Kirk McAllaster, Jr.,  Executive Vice President
Cole Credit Property Trust IV, Inc.
June 23, 2011
Page 3
Borrowing Policies, page 94
 10. Please clarify what would constitute “justificat ion” to borrow in excess of 75% or 60% of
the cost of your tangible assets.

Prior Performance Summary, page 104

11. Please disclose the liquidation target date for CCPT III.
 Distributions and Redemptions, page 110

 12. We note the revised disclosure on page 110 in response to comments 11 and 12 of our
letter dated January 5, 2011.  Please revise to update this disclosure as of a more recent
date or tell us why such update is not  practicable and incl ude the dollar amount
represented by the outstanding and/or unfulfilled redemption requests.

Description of Shares, page 112

 13. We note your statement that the summary is  qualified in its entirety by information
contained in your charter and bylaws.  Please re vise to clarify that this section discusses
all the material terms of your securities.

Exhibits, page II-104

 14. Please file the legal and tax opinions with th e next amendment or provide draft opinions
for us to review.  We must review the opinions before we declare the registration
statement effective and we ma y have additional comments.

15. We note that you have filed, or will file in an amendment, the “form” of many exhibits,
such as your articles of amendment and restatement and property management agreement.  Please file the actual exhibits or  explain why you have only filed the forms of
such exhibits.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, 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 registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect

D. Kirk McAllaster, Jr.,  Executive Vice President
Cole Credit Property Trust IV, Inc.
June 23, 2011
Page 4
to the filing;

 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Wilson Lee, Staff Accountan t, at (202) 551-3468 or Cicely LaMothe,
Senior Assistant Chief Accountant, at (202) 551-3413 if you have questions regarding comments
on the financial statements and related matters.  With respect to quest ions relating to our
comment regarding the Investment Company Act, please contact Rochelle Plesset in the Division
of Investment Management at (202) 551-6840.  Please contact Erin Martin, Attorney-Advisor, at
(202) 551-3391 or me at (202) 551- 3386 with any other questions.

Sincerely,  /s/ Duc Dang  Duc Dang Senior Counsel
cc: Lauren Burnham Prevost, Esq.  Heath D. Linsky, Esq.  Morris, Manning & Martin, LLP