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February 17, 2016

VIA EDGAR and FedEx Overnight

Stacie Gorman, Esq.

Kristina Aberg, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E., Mail Stop 3010 CF/AD8

Washington, D.C. 20549

 Re: Medalist Diversified REIT, Inc.

  Offering Statement on Form 1-A

  Filed October 5, 2015

File No. 024-10487

Dear Ms. Gorman and Ms. Aberg:

This letter is submitted
on behalf of our client, Medalist Diversified REIT, Inc. (the “Company”), in response to comments received
from the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange
Commission (the “Commission”), in a letter dated October 30, 2015 (the “Comment Letter”)
with respect to the Company’s Offering Statement on Form 1-A (File No. 024-10487) filed with the Commission on October 5,
2015 (the “Offering Statement”). For your convenience, we have reproduced the comments below, followed by our
responses. The Company has provided the additional disclosures requested by the Staff in the Company’s Pre-Effective Amendment
No. 1 to the Offering Statement, filed on February 17, 2016 (“Amendment No. 1”).

The discussion below
is presented in the order of the numbered comments in the Comment Letter. References to page numbers in the responses below refer
to Amendment No. 1.

For your convenience,
we have enclosed with this letter two clean copies and two marked copies of Amendment No. 1, reflecting all changes to the
Offering Statement. Such changes have been made in response to the Staff’s comments and for the purpose of updating and revising
certain information in the Offering Statement. Certain capitalized terms set forth in this letter are used as defined in Amendment
No. 1.

    Website: www.kv-legal.com

Richmond Office | 1401 E Cary Street | Richmond, VA 23219 | Phone: 804.823.4000

Richmond Office Mailing Address | P.O. Box 2470 | Richmond, VA 23218-2470

    Stacie Gorman, Esq.

Kristina Aberg, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

February 17, 2016

Page 2 of 8

Part II – Offering Circular

General

 1. Comment: 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 support this exemption.

Response: The
Company acknowledges the Staff’s comment and has revised its disclosure to eliminate reference to investment in the common
and preferred shares of other real estate companies. As indicated in the Company’s revised disclosure on page 37 of Amendment
No. 1, the Company and Manager intend to primarily make direct investments in real estate, through the Company’s operating
partnership and subsidiaries thereof. The Company may, in the discretion of the Manager, pursue joint venture or other indirect
investments in real estate; however, the Company anticipates that in any such instance the Company will acquire a controlling interest
in the joint venture or other investment vehicle.

As a result, and as
further discussed on pages 24-25 of Amendment No. 1 under “RISK FACTORS – Risks Related to our Organization and
Structure - Your investment return may be reduced if we are required to register as an investment company under the Investment
Company Act; if we are subject to registration under the Investment Company Act, we will not be able to continue our business,”
the Company anticipates that it will not be defined as an investment company under Section 3(a)(1) of the 1940 Act.

The Company, its operating
partnership and its subsidiaries investing primarily in real property will not fall within either definition of investment company
as they invest primarily in real property, either directly or through wholly or majority owned subsidiaries, the majority of which
the Company expects to have at least 60% of their assets in real property or in entities that they manage or co-manage that own
real property. As these subsidiaries would be investing either solely or primarily in real property, they would be outside of the
definition of “investment company” under Section 3(a)(1) of the Investment Company Act. The Company is organized as
a holding company that conducts its businesses primarily through the operating partnership, which in turn is a holding company
conducting its business through its subsidiaries. Both the Company and its operating partnership intend to conduct our operations
so that they hold at least 60% of their assets in real property or in entities that they manage or co-manage that own real property
to ensure that they do not become investment companies pursuant to Section 3(a)(1)(C) of the 1940 Act.
The Company intends to monitor its holdings to ensure continuing and ongoing compliance with this test. In addition, the
Company believes that neither it nor the operating partnership will be considered an investment company under Section 3(a)(1)(A)
of the Investment Company Act because neither it nor the operating partnership will engage primarily or hold itself out as being
engaged primarily in the business of investing, reinvesting or trading in securities. Rather, through the operating partnership’s
wholly-owned or majority owned subsidiaries, the Company and the operating partnership will be primarily engaged in the non-investment
company businesses of these subsidiaries.

    Stacie Gorman, Esq.

Kristina Aberg, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

February 17, 2016

Page 3 of 8

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

Response:	In response to the
Staff’s comment, please see the Company’s revised disclosure on page 52 of Amendment No. 1.

Cover Page of Offering Circular

 3. Comment: We note that your disclosure on the cover
page indicates that you intend to acquire two additional properties from affiliates 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.

Response: In response to the Staff’s
comment, the Company has revised its disclosure to indicate that it intends to acquire three additional properties from affiliates.

Summary, page 1

 4 Comment:
Please revise to highlight the most significant risks relating to your operations 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
interest. 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 revise
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.

    Stacie Gorman, Esq.

Kristina Aberg, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

February 17, 2016

Page 4 of 8

Response: In
response to the Staff’s comment, please see the Company’s revised disclosure on page 4 of Amendment No. 1.

 5. Comment: 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 relating 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 disclosure with your statement
on page 35 that there is no reasonable probability that you will acquire a specific property.

Response: As
stated on page 3 of Amendment No. 1, the Company has entered into preliminary negotiations with the owners of the Franklin Square
Property and the Hampton Inn Property, who are affiliates of the Company and are controlled by the Manager. We have not entered
into preliminary negotiations with the owners of the Arrowridge or Warsaw Properties at this time. We have not yet determined a
purchase price for any of our proposed acquisitions, and do not anticipate entering into any definitive agreements for our initial
acquisitions until we have greater certainty regarding the fund-raising in this offering.

Because this is a “best
efforts” offering, we cannot anticipate whether we will raise sufficient funds to meet our minimum offering contingency and
acquire our initial acquisition target, the Franklin Square Property. Therefore, we are unable to determine that any of our initial
acquisitions are reasonably probable. However, we anticipate that if we are able to raise the minimum offering amount, then we
will be able to acquire the Franklin Square Property. As a result, we have provided the financial information require by Rule 8-06
of Regulation S-X for the Franklin Square Property in accordance with Part F/S of Form 1-A. We have not provided the financial
information required by Part F/S of Form 1-A and Rule 8-06 of Regulation S-X for our additional properties because we cannot state
that they are reasonably probable of occurrence as they will be contingent upon raising amounts greater than our minimum offering
amount, and they will be subject to determining a purchase price. While we believe we will be able to establish a purchase price
for the Franklin Square Property prior to the qualification of our Offering Statement, we do not believe we will be able to establish
a purchase price for the additional three initial acquisitions because any such purchase price will be subject to changes in market
conditions that may occur as we raise amounts greater than our minimum offering.

 6 Comment: 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 further 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 balanced 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.

    Stacie Gorman, Esq.

Kristina Aberg, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

February 17, 2016

Page 5 of 8

Response: In
response to the Staff’s comment, please see the Company’s disclosure on page 3 of Amendment No. 1.

Tier 2 Offering Under Regulation
A, page 7

 7. Comment: 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 your securities
will be eligible for quotation since you will not file periodic reports pursuant to Section 13 or 15(d) of the Exchange Act. Please
advise or remove this language.

Response: In
response to the Staff’s comment the Company has revised its disclosure on page 7 of Amendment No. 1 to indicate that it intends
to apply for quotation on either the OTCQX or OTCQB. OTC Markets Group, which operates the OTCQX and OTCQB quotation systems, permits
quotation of the securities of issuers who report pursuant to Tier II of Regulation A.

Management’s Discussion
and Anal ysis of Fin anc ial Condition and Results of Op erations, page 35

 8. Comment: 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 and 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 implement your plan of operations.

Please refer to Item
9(c) of Form 1-A.

    Stacie Gorman, Esq.

Kristina Aberg, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

February 17, 2016

Page 6 of 8

Response:
In response to the Staff’s comment, please see the Company’s revised disclosure on page 35 of Amendment No. 1.

Our
Business, page 37

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

Response: In
response to the Staff’s comment, please see the Company’s revised disclosure on page 37 of Amendment No. 1. indicating
that the Company intends immediate renovations on only the Hampton Inn Property.

Our Executive Officers
and Directors, page 42

 10. Comment: 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 extent 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.

Response: In
response to the Staff’s comment, please see the Company’s revised biographical information on Messrs. Messier and Elliott
on pages 42-43 of Amendment No. 1.

Management
Agreement, page 45

 11. Comment: 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

Response: In
response to the Staff’s comment, please see the Company’s revised disclosure regarding its Management Agreement on
pages 45-46 of Amendment No. 1.

Policies
with Respect to Certain Activities, page 46

Our
Investment Policies, page 46

    Stacie Gorman, Esq.

Kristina Aberg, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

February 17, 2016

Page 7 of 8

 12 Comment: We note your disclosure on page 12 that your board of