SecProbe.io

May 27, 2015

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

Re: Armada Hoffler Properties, Inc.
  Registration Statement on Form S-3
Filed  May 11, 2015
  File No.  333-204063

Dear Mr. Haddad :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .  In our comment , 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 com ment applies to your fact s 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 this comment , we may have additional comm ents.

General

1. We note that this registration statement relates to the issuance of common stock to certain
holders of OP units, upon tender of those OP units for redemption  pursuant to their
contractual rights , and the possible resale from time to time of some or all of such shares
of common stock.  We further note that some of the OP units that may be redeemed were
issued in connection with your formation transactions, which were completed in
connection with yo ur initial public offering in May 2013.  Finally, we note your
disclosure on page 25 that holders of OP units, other than the registrant, have the right to
redeem their OP units commencing one year from the date of issuance of such OP units.
Please clarif y the dates  on which  the OP units were issued and when they became
redeemable .  Please note  that we view the date that the  OP units became redeemable  as
an offering of the underlying common  shares  on such date .  Refer to Securities Act
Sections Compliance and Disclosure Interpretations Question 103.04 for additional

Louis S. Haddad
Armada Hoffler Properties, Inc.
May 27, 2015
Page 2

 guidance.  Based on the initial issuance of OP units in May 2013 and your disclosure that
such OP units became redeemable for cash or common shares, at your option,
commencing one year from the date of issuance, it appears that you may have
commenced an offering in or around May 2014 for the underlying common shares.  As
such, it does not appear appropriate to include the primary issuance of the underlying
common shares on this registration state ment.  Please advise us whether you relied upon
an exemption from registration with respect to this offering, or advise us why you do not
believe such an exemption was necessary.

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 disclo sure, 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 provide a written stateme nt 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 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.

Louis S. Haddad
Armada Hoffler Properties, Inc.
May 27, 2015
Page 3

 Please contact Sara von Althann  at (202) 551 -3207 or me at (202) 551 -3391 with any
other questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Senior Counsel
cc: Justin R. Salon, Esq.
Morrison & Foerster LLP