SecProbe.io

Mail Stop 3233
October 30, 2015

Via E -mail
Thomas E. Messier
Co-President and Director
Medalist Diversified REIT, Inc.
11 S. 12th Street, Suite 401
Richmond, Virginia  23219

Re: Medalist Diversified REIT, Inc.
Offering Statement  on Form 1-A
Filed October  5, 2015
  File No. 024 -10487

Dear Mr. Messier :

We have reviewed your offering 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 offering stateme nt 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 offering statem ent and the information you
provide in response to these comments, we may have additional comments.

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 informatio n Regulation A under the
Securities Act requires.  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
disclosure they have made.

Part II – Offer ing Circular

General

1. We note that you have included disclosure indicating that you may invest in real estate -
related investments, including common and preferred shares of real estate companies.
We further note that you intend to operate your business in  a manner that will permit you
to maintain an exemption from registration under the 1940 Act.   Please provide us with a
detailed analysis of the exemption that you and your subsidiaries intend to rely on and
how you and your investment strategy will suppo rt this exemption.

Thomas E. Messier
Medalist Diversified REIT, Inc.
October 30, 2015

2. Please revise to provide the information required by Item 13 of Form 1 -A, or advise.

Cover Page of Offering Circular

3. We note that your disclosure on the cover page indicates that you intend to acquire two
additional properties from af filiates if you are successful in raising additional offering
proceeds.  Please revise to reconcile with your disclosure throughout the document which
states that you intend to purchase three additional properties from affiliates.

Summary, page 1

4. Please revise to highlight the most significant risks relating to your opera tions and this
offering.  In this  effort, please revise your Summary Risk Factors section and your
Conflicts of Interest section to provide more specific detail regarding conflicts of int erest.
For example purposes only, we note that your Manager is owned by your Co -Presidents
and Directors.  We also note that the property management company that you will
engage, Shockoe Properties, LLC, is owned in part by Mr. Elliott.  Please also revis e to
clarify whether all of the four initial properties are owned by affiliates.  If true, please
identify the affiliates and please explain whether you have engaged the sellers of these
properties for potential purchase.

5. We note your disclosure on page 8  indicating that you will own one Investment upon
raising the minimum amount.  You also state that you expect to own three additional
properties if you raise sufficient additional funds.  Please revise to discuss the status of
any purchase negotiations rel ating to these  properties.  To the extent applicable, please
provide the financial information required by Rule 3 -14 of Regulation S -X for these
properties or advise why you are not required to do so.  In addition, please reconcile the
above -referenced dis closure with your statement on page 35 that there is no reasonable
probability that you will acquire a specific property.

6. We note that the Summary and Competitive Strengths sections include prior performance
information for your Manager and its affiliates .  In particular, we note your disclosure
that Medalist Fund II, LLC intends to make a required 7.5% annualized cash distribution
for the fourth quarter of 2015 out of operating cash flow.  We note that this distribution
has not yet been paid and we furthe r note that you have not included Medalist Fund II,
LLC in your Prior Performance Tables.  As such, please revise to remove this statement
or advise us as to why it is appropriate.  In addition, please expand the disclosure to
provide a more complete and b alanced discussion of the prior activities.  In order to
balance the discussion, please provide, as appropriate, a discussion of any major adverse
business developments or conditions with respect to such prior investing activities.
Highlight the extent to  which the other Medalist Funds were not subject to up -front
commissions, fees and expenses associated with this offering.  Please also clarify, if true,
that the Medalist Fund I incurred no property management fees, while you will pay
between 3.5% - 4% in  property management fees.

Thomas E. Messier
Medalist Diversified REIT, Inc.
October 30, 2015
 Tier 2 Offering Under Regulation A, page 7

7. We note your statement that, after qualification, you intend to apply for the qualified
securities to be eligible for quotation on an exchange such as the OTCBB.  It is unclear
how you r securities will be eligible for qu otation since you will not file periodic reports
pursuant to Section 13 or 15(d) of the Exchange Act.  Please advise or remove this
language.

Management’s Discussion and Analysis of Financial Condition and Results of Op erations, page
35

8. Please revise to provide an expanded discussion of your cash requirements for the next
twelve months to continue operations.  Disclose your specific plan of operation, including
detailed milestones, anticipated time frame for beginning a nd completing each milestone,
and the categories of expenditures.  Please also state whether the minimum offering
proceeds will satisfy the company’s cash requirements or whether it will be necessary to
raise additional funds in the next six months to impl ement your plan of operations.
Please refer to Item 9(c) of Form 1 -A.

Our Business, page 37

9. We note that your objective is to acquire, reposition, renovate, lease and manage income -
producing properties.   Please clarify whether the properties in your ini tial portfolio
require repositioning or renovation.

Our Executive Officers and Directors, page 42

10. In your description of the business experience of Thomas Messier and William Elliott,
please revise to include disclosure regarding each person’s principal occupations and
employment during the past five years.  For example purposes only, please revise to
disclose Mr. Elliott’s involvement in Shockoe Properties, LLC, an entity that you indicate
will receive a property management fee.  In addition, to the exte nt your officers or
directors hold positions with Medalist Fund I, LLC and Medalist Fund II, LLC, please
revise to disclose.  Please also revise to discuss whether any corporation or other
organization in which occupations and employment were carried on is  a parent,
subsidiary or other affiliate of the registrant.  In addition, please revise to indicate any
other directorships held, including directorships held during the past five years.  Please
refer to Item 10(c) of Form 1 -A.

Management Agreement, page 45

11. We note your disclosure that your Management Agreement will have an initial term
through December 31, 2016 and then will automatically renew.  Please revise to expand
your discussion regarding the Management Agreement to include disclosure such as how
it may be terminated and any costs that may be associated with this.

Thomas E. Messier
Medalist Diversified REIT, Inc.
October 30, 2015
 Policies with Respect to Certain Activities, page 46

Our Investment Policies, page 46

12. We note your disclosure on page 12 that your board of directors has approved very broad
investment guidelines for your Manager and that your board will only review proposed
investments in limited circumstances set forth in your investment policies.  Please  revise
your disclosure in this section to elaborate.

13. Please revise your disclosure under this heading to provide the information required by
Item 25 of Form S -11.  Refer to Form 1 -A, Part II, paragraph (a)(1)(ii).

Material Federal Income Tax Considera tions, page 69

14. You reference tax counsel and a tax opinion on page 70.  Please revise to identify your
tax counsel and file a consent pursuant to Item 17 of Form 1 -A.

Plan of Distribution, page 90

15. You state that funds deposited in the escrow account are  “owned by the company.”
Please revise to clarify if the escrow account will be held for the benefit of investors until
the minimum offering amount is raised, consistent with Exchange Act Rule 15c2 -4.

Appendix A. Prior Performance Tables, page A -1

16. Please note that the prior performance tables should be preceded by a narrative
introduction that cross -references the narrative summary in the texts and that explains
where additional information can be obtained on request.  We note your disclosure on
page A -1 that the information “should be read together with the summary information
included in the “Prior Performance” section of this offering circular, which includes a
description of the Prior Program.”  As we are unable to locate a narrative “Prior
Performa nce” section in the offering circular, please revise to include this disclosure or
advise.  We may have further comments.

17. We note your disclosure throughout Appendix A that you have provided information for
programs sponsored by the registrant or an affil iate that have closed within the most
recent three or five year period, as applicable, ended December 31, 2014.  To the extent
your sponsor does not have a “public track record” and has not sponsored at least five
programs with investment objectives simila r to the registrant, please revise your
disclosure in your prior performance tables to provide information for each prior
program, public or nonpublic, even if the investment objectives for those programs are
not similar to those of the registrant.  Please  refer to the Instructions to Tables I, II, III, IV
and V of Appendix II.  In light of this, please revise provide the information requested by
Tables IV and V of Appendix II or advise.

Thomas E. Messier
Medalist Diversified REIT, Inc.
October 30, 2015
 18. Please refer to Instructions to Tables I and III to Appendix II and revise these Tables to
disclose all of the requested information.  For example purposes only, please revise your
Table I disclosure to include the categories and sub -categories of offering  expenses,
reserves, acquisition costs, total acquisition cost, percent leverage, date offering began,
and length of offering.

19. Refer to Table III.  You disclose that cash flow used in operating activities totaled
$4,172,000 during fiscal 2014.  You also state that cash flow provided by  operating
activities funded distributions of $614,000 in fiscal 2014.  These items do not appear to
reconcile.  Please revise or explain how these line items are consistent.

We will consider qualifying your offering statem ent at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

In the event you ask u s to qualify your offering statement, please provide  a written
statement from the company acknowledging that:

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

 the company ma y not assert staff comments and/or qualification as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

You may contact William Demarest, Staff Accountant,  at 202-551-3432 or Jaime John,
Accounting Branch Chief,  at 202-551-3446 if you have questions regarding comments on the
financial statements and related matters.  Please contact Sandra B. Hunter, Staff Attorney,  at
202-551-3758 or me at 202-551-3215 with any other questions.

Sincerely,

 /s/ Kim McManus

Kim McManus
Senior Attorney
Office of Real Estate and
Commodities
cc: Thomas G. Voekler, Esq.