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    ATTORNEYS AT LAW

    100 North Tampa Street, Suite 2700

    Tampa, FL  33602-5810

    P.O. Box 3391

    Tampa, FL  33601-3391

    813.229.2300 TEL

    813.221.4210 FAX

    www.foley.com

October 17, 2016

VIA EDGAR AND OVERNIGHT DELIVERY

        Ms. Jennifer Gowetski

        Senior Counsel

        Office of Real Estate and Commodities

        Division of Corporation Finance

        U.S. Securities & Exchange Commission

        100 F Street, NE

        Washington, D.C. 20549

    Re:
    Innovative Industrial Properties, Inc.

    Draft Registration Statement on Form S-11

    Submitted September 21, 2016

    File No. 377-01363

Dear Ms. Gowetski:

On behalf of Innovative Industrial Properties,
Inc. (the “Company”), we are transmitting the following response to comments from the staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in a letter dated October 13, 2016 (the “Comment Letter”) with respect to Amendment No. 1 to the Company’s
Confidential Draft Registration Statement on Form S-11 (the “Draft Registration Statement”), submitted to the
Commission on a confidential basis on September 21, 2016. The Company is concurrently filing an amended Registration Statement
on a non-confidential basis (such publicly filed amendment is hereafter referred to as the “Registration Statement”).
The changes reflected in the Registration Statement have been made in response to the Staff’s comments and for the purpose
of updating and revising certain information in the Draft Registration Statement.

For your convenience, the Staff’s
comments set forth in the Comment Letter are set forth below in italics with the Company’s response to each comment directly
following the applicable text. Unless otherwise indicated, page references in the Staff’s comments refer to the Draft Registration
Statement, while page references in  our responses to the comments refer to pages in the Registration Statement that the Company
is filing concurrently herewith. Capitalized terms used but not defined herein have the meaning given to them in the Registration
Statement.

General

 1. We note your response to comment 4 of our letter dated September 2, 2016, and your revised disclosure, including that you
are actively seeking and evaluating target properties. We may have further comment.

    Boston

        Brussels

        CHICAGO

        Detroit

    JACKSONVILLE

        LOS
        ANGELES

        MADISON

        MIAMI

    MILWAUKEE

        NEW
        YORK

        ORLANDO

        SACRAMENTO

    SAN
                           DIEGO

        SAN
        FRANCISCO

        SHANGHAI

        SILICON
        VALLEY

    TALLAHASSEE

        TAMPA

        TOKYO

        WASHINGTON,
        D.C.

Ms. Jennifer Gowetski

October 17, 2016

Page 2

Response
to Comment No. 1:

The Company takes note of the Staff’s comment.

 2. We note the disclosure on pages 3 and 55 regarding BioMed Realty Trust, including disclosure
that an affiliate of The Blackstone Group L.P. purchased BioMed Realty Trust in an acquisition valued at approximately $8 billion.
Please revise to limit this information to the Business section and provide balancing disclosure, including without limitation
any adverse business developments and any debt associated with the transaction.

Response
to Comment No. 2:

In response to this comment,
the Company has removed the last two sentences from the first bullet-point paragraph under “Our Competitive
Strengths” on page  5 of the Registration Statement (i.e., the sentences discussing the acquisition of BioMed Realty
Trust). Also in response to this comment, the Company has added the following balancing disclosure in the corresponding
paragraph on page  56 of the Registration Statement:

“Although Messrs. Gold and
Kreitzer, along with the other members of our senior management team, have a demonstrated track record for evaluating and investing
in real estate, they have also experienced significant challenges at times, particularly during the economic downturn from 2008
through 2010, which saw rising capitalization rates and a corresponding decline in the net asset value of BioMed Realty Trust.
As a result, certain investors, depending on the timing of their investments and holding periods, may not have earned positive
returns on their investments in the company.”

Our Target Properties

 3. We note your response to comment 10. As previously requested please clarify to us
                                                                       whether                                                                        the major terms for the potential
                                                                       acquisitions                                                                        have been agreed to in principle and
                                                                       provide to us management’s analysis
                                                                       of the probability of closing these acquisitions. Also, tell us how your financial statements alone, without providing the
                                                                       financial statements of the potential lessee, would provide adequate financial information to make an investment decision.
                                                                       Finally, to the extent you have determined any of your acquisitions are probable, tell us how you determined it was
                                                                       unnecessary to                                                                        provide
                                                                       Article                                                                                                             11
                                                                       of                                                                        Regulation
                                                                       S-X                                                                                                             pro forma
                                                                       financial                                                                        information.

      2

Ms. Jennifer Gowetski

October 17, 2016

Page 3

Response
to Comment No. 3:

The Company executed
a definitive purchase agreement to acquire one property in the state of New York (referred to herein and in the
Registration Statement as our Initial Property). The material terms of the purchase agreement are described in the Registration
Statement in the sections entitled “Prospectus Summary – Our Initial Property – Acquisition Terms” on
page 8 and “Business - Our Initial Property – Acquisition Terms” on page 59. The Company has also executed
one non-binding letter of intent with the same potential seller for a property in Illinois (the “Illinois
LOI Property”) and one non-binding letter of intent with a different potential seller, pursuant to which it
is reviewing four properties in California and one property in Illinois (the “Five LOI Properties”
and collectively with the Illinois LOI Property, the “LOI Properties”).

The Company generally will base
its determination of whether or not a future acquisition is “probable” on a number of factors, including whether all
of the following have occurred:

 · a satisfactory third-party site inspection has been conducted;

 · a purchase contract containing customary representations and warranties, covenants and conditions
to closing, is executed and delivered by the Company and the seller;

 · a deposit, if required, has been paid on the property;

 · any required approvals by the selling entity and any third party approvals that are material to
the transaction have been obtained; and

 · satisfactory engineering, environmental, survey and title reports have been received and due diligence
has been substantially completed.

All of the above conditions with
respect to the Initial Property have not yet been fulfilled. The Company has not yet received a title report with respect to the
Initial Property, certain items identified in the third-party site inspection are  being further investigated,
and third party consents relating to transfer of construction warranties and other contracts have not yet been obtained. Satisfactory
completion of these items is an essential step in the Company’s evaluation of whether to proceed with the acquisition or
whether to terminate the purchase agreement and obtain the return of its deposit. Accordingly, the Company has determined that
the acquisition of the Initial Property is not yet “probable.”

None of the above conditions has yet been fulfilled with respect to the LOI Properties. The
letters of intent with respect to the LOI Properties provide that the purchase and sale of the properties will only occur pursuant
to a definitive and binding purchase and sale agreement between the parties, if any. Neither the Company nor the potential sellers
has any obligation to negotiate further or pursue a transaction. The letters of intent set forth only general terms, the majority
of which, are subject to further negotiation and revision. Any definitive purchase and sale agreement for an LOI Property would
need to address numerous conditions to closing, including third party consents and approvals, which are beyond the control of
the Company and the seller, and due diligence, including receipt of satisfactory engineering, environmental, survey and title
reports. Accordingly, the Company has concluded that the acquisition of any of the LOI Properties is not currently “probable.”
In response to this comment, the Company has included in the section of the Registration Statement entitled “Business –
Our Target Properties” beginning on page 58, management’s analysis of the probability of closing the acquisition of
the Initial Property as well as any of the LOI Properties.

      3

Ms. Jennifer Gowetski

October 17, 2016

Page 4

With respect to providing tenant
financial statements of a potential lessee, the Company notes that Section 2305.2 of the FRM provides that property that is acquired
subject to a triple net lease should be evaluated under Section 2340 of the FRM. Section 2340 of the FRM requires financial statements
of the tenant to be filed if property acquired is subject to a triple net lease that results in an asset concentration of more
than 20% and must be examined under S-X 3-14 if the acquisition results in asset concentration of 10% to 20% and the property has
a rental history. Section 2340 further provides that “an asset concentration is generally considered “significant”
if its exceeds 20% of the registrant’s assets as of its most recent balance sheet date.”

Section 2305.5 of the FRM
provides that with respect to blind pool offerings that are subject to Industry Guide 5, “significance” for
purposes of Section 2340 is measured against the registrant’s assets as of the date of acquisition plus the proceeds
(net of commissions) in good faith expected to be raised in the registered offering over the next 12 months. See also 2325.3
of the FRM. Finally, Section 2330.10 of the FRM provides that where property acquired has no rental history, financial
statements of the property under S-X 3-14 are not required.

The Company is registering $175
million of its common stock (excluding over-allotment option) to be offered and sold in a firm commitment initial public offering.
The Company anticipates that its offering proceeds will be at least $162,750,000 (net of commissions, but excluding any exercise
of the over-allotment option). The Company also expects that it will not have committed a substantial portion of the net proceeds
of its initial public offering to acquire any specific properties. Accordingly, the Company has included in the Registration Statement
the disclosure required by Industry Guide 5 to the extent that the Company believes that such disclosure is applicable, appropriate
and would be helpful to potential investors.

As described in the Company’s previous response to the Staff’s comment number
10 in the Staff’s letter dated September 2, 2016, the Company respectfully submits that financial statements of the
tenant are not required by Section 2340 of the FRM unless and until the Company acquires a property, provided that
the acquisition and net lease result in “significant” asset concentration. The Company has not yet acquired
any properties nor does the Company have a definitive agreement for the purchase of a property that the Company believes is
“probable.” Furthermore, the only potential acquisition by the Company subject to a definitive agreement is the
acquisition of the Initial Property, and, if that acquisition were to become probable, the $30 million purchase
price for such property set forth in the definitive agreement would constitute less than 20% of the proceeds (net of
commissions) that the Company in good faith expects to raise in its firm commitment initial public offering. Therefore,
the Company has not provided financial statements of the tenant with respect to the Initial Property or any of the LOI Properties.

      4

Ms. Jennifer Gowetski

October 17, 2016

Page 5

In an effort to
provide additional financial information to investors in making their investment decision, the Company has included in
the Registration Statement pro forma financial information pursuant to Article 11 of Regulation S-X reflecting the pro
forma acquisition of the Initial Property, which gives effect to the completion of the Company’s initial public
offering, the acquisition of the Initial Property and
the entry into the related lease agreement. See the sections of the Registration Statement entitled “Selected
Historical and Pro Forma Financial Information” on page 43 and “Unaudited Pro Forma Consolidated Financial
Statements” beginning on page F-2. The Company has also included a risk factor relating to the limited operating
history and lack of revenues of its potential tenants, including the proposed tenant of the Initial Property. See the section
of the Registration Statement entitled “Risk Factors – We expect that most of our tenants, including the proposed
tenant for our Initial Property, will be start-up businesses and may be unable to pay rent with funds from operations or at
all, which could adversely affect our cash available to make distributions to our stockholders or otherwise impair the value
of your investment” on page 16. Finally, the Company revised the sections of the Registration Statement
entitled “Prospectus Summary – Our Initial Property – Lease Terms” on page 8 and “Business
– Our Initial Property – Lease Terms” on page 59 to indicate that the Company expects that the potential
tenant of the Initial Property will make rent payments to the Company from its sale proceeds with respect to the Initial
Property or cash on hand, as the seller has informed the Company that it is not yet profitable. The Company respectfully
submits that the pro forma financial information included in the Registration Statement together with its additional risk
factor disclosure and disclosure regarding its potential tenant’s financial condition provide investors with adequate
financial information to make an investment decision.

      5

Ms. Jennifer Gowetski

October 17, 2016

Page 6

 4. Please revise your disclosure on page 57 to clarify whether the acquisitions are probable and
describe the main factors considered in your conclusion.

Response
to Comment No. 4:

Please be advised that the
requested disclosure has been included in the section of the Registration Statement entitled “Business – Our
Target Properties” beginning on page 58 and is described in respo