SecProbe.io

April 5, 2013

Via E -mail
Louis S. Haddad
President and Chief Executive Officer
Armada Hoffler Properties, Inc.
222 Central Park Avenue, Suite 2100
Virginia Beach, Virginia 23462

Re: Armada Hoffler Properties, Inc.
Registration Statement on Form S -11
Filed March 26, 2013
  File No. 333 -187513

Dear Mr. Haddad:

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
circumstanc es 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.

Risk F actors, page 25

1. We note that your lender has waived a financial covenant default on the Two Columbus
loan until December 31, 2013.  Please include a risk factor regarding this loan or tell us
why you do not believe it is material.

Dilution, page 70

2. We note your response to comment 16.  Please include the relative contribution
disclosure of Item 506 of Regulation S -K based on the cash/book value of contributions
made in the formation transactions.

Louis S. Haddad
Armada Hoffler Properties, Inc.
April 5, 2013
Page 2

 Distribution Policy, page 72

3. We note that you have assu med a historical retention rate for lease renewals in footnote 9.
Please revise the last sentence of the first paragraph of this section where it suggests you
have assumed no lease renewals.

4. We note your responses to our prior comments ten and eleven. W e are unable to agree
with your conclusion that there is a reasonable basis to include your general contracting
and real estate services profit in your estimated cash available for distribution.  Please
revise your disclosure to remove your general contrac ting and real estate services
operations from your calculation of cash available for distribution.

Management’s Discussion and Analysis .., page 74

Liquidity and Capital Resources, page 98

5. We note your response to comment number twenty five. Please expand your disclosure to
address the waiver obtained for the financial covenant default through December 31,
2013 relating to your Two Columbus property.

Unaudited Pro Forma Financial Statement s

For the Year Ended December 31, 2012

6. We note your response to comment number twenty nine. Please provide us with a more
detailed analysis supporting your conclusion that all but two of the predecessor entities
were under the common control of Mr. Hoff ler prior to and up until the completion of the
common control transactions.  In your response, please address the following:

 Please provide us with your analysis supporting the conclusions that Mr. Hoffler
is the primary beneficiary for those VIEs that d o not have sufficient equity at risk
and for those that do not meet the power criteria in ASC Topic 810 -10-15-14(b).
In addressing those VIES that do not meet the power criteria in ASC Topic 810 -
10-15-14(b) please include a detailed description of the vot ing interests of both
Mr. Hoffler and the other partners.

 For those VOEs which “Mr. Hoffler holds majority voting rights”, please confirm
for us, if true, that Mr. Hoffler holds a more than 50% voting ownership interest
in each entity

 For those  entities that are controlled by a managing member or general partner tell
us how you concluded that Mr. Hoffler controls the managing member or general
partner.

Louis S. Haddad
Armada Hoffler Properties, Inc.
April 5, 2013
Page 3

 Consolidated Pro Forma Income Statement, page F -4

2. Adjustments to the Pro Forma Consolidated State ments of Operations

Footnote GG, page F -8

7. We note your response to our prior comment thirty one.  Please clarify for us how you
determined that items such as insurance or transfer agent quotes and proposed restricted
stock awards are factually supportabl e.

Signatures, page II -4

8. Please file Rule 438 consents for all your proposed directors.

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 disc losures 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 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 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 requests 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 offe ring 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.

Louis S. Haddad
Armada Hoffler Properties, Inc.
April 5, 2013
Page 4

 You may contact Shannon Sobotka, Staff Accountant, a t (202) 551 -3856 or Robert
Telewicz, Staff Accountant, at (202) 551 -3438 if you have questions regarding comments on the
financial statements and related matters.  Please contact Folake Ayoola, Attorney Advisor, at
(202) 551 -3673 or me at (202) 551 -3852 with any other questions.

Sincerely,

 /s/ Michael McTiernan

Michael McTiernan
Assistant Director