SecProbe.io

May 2, 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.
Amendment No. 2 to Registration Statement on Form S -11
Filed April 25, 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 fa cts 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.

Distribution Policy, page 62

1. Please revise your disclosure to describe your estimated general contracting and real
estate  segment profit as a forecast.

Financial Statements

Unaudited Pro Forma Consolidated Financial Statements

Pro Forma Consolidated Income Statement

Note (FF), page F -8

2. Please enhance your disclosure to more thoroughly describe all the adjustments made for
additional general and administrative expenses.  In your revised disclosure please include

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

 a table summarizing each adjustment made which reconciles to the total amount included
on the face of the pro forma consolidated income statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing i ncludes 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 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 t o 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 effect iveness 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 accele ration 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 Shannon Sobotka, Staff Accountant, at (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 Michael McTiernan at (202) 551 -3852 with any other questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief