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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
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        813.221.4210
        FAX

        www.foley.com

November 7, 2016

VIA EDGAR

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.

Registration Statement on Form S-11

Filed October 17, 2016

File No. 333-214148

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 31, 2016 (the “Comment Letter”) with respect to the Company’s Registration Statement
on Form S-11 (the “Registration Statement”), filed with the Commission on October 17, 2016. The Company is concurrently
filing Pre-Effective Amendment No. 1 to the Company’s Registration Statement (“Amendment No. 1”). The
changes reflected in Amendment No. 1 have been made in response to the Staff’s comments and for the purpose of updating and
revising certain information in the 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 Registration
Statement, while page references in our responses to the comments refer to pages in Amendment No. 1 that the Company is filing
concurrently herewith. Capitalized terms used but not defined herein have the meaning given to them in Amendment No. 1.

General

 1. We note your response to comment 1 of our comment
letter dated October 13, 2016, your response to comment 4 of our comment letter dated September 2, 2016, and your revised disclosure.
We continue to believe that you should provide all the material disclosure required by Industry Guide 5. In this regard and without
limitation, please revise to provide more specific disclosure regarding all prior programs sponsored by Messrs. Gold and Krietzer,
including more specific disclosure of any major adverse business developments, or advise. In addition, please revise to provide
summary disclosure of all compensation or other benefits that your executives may receive, including quantifying any amounts payable
by you to IGP Advisers and shares to be issued to your executive officers. Refer to Industry Guide 5 and CF Disclosure Guidance:
Topic No. 6 for guidance.

    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

November 7, 2016

Page 2

Response
to Comment No. 1:

Although the Company intends to
operate as a real estate investment trust for U.S. federal income tax purposes (“REIT”) that will not have an
external manager or advisor, the Company acknowledges that Securities Act Release No. 33-6900 (June 17, 1991) and CF Disclosure
Guidance: Topic No. 6 provide that the requirements of Industry Guide 5 (“Guide 5”) “should be considered,
as appropriate, in the preparation of registration statements for real estate investment trusts.” Guide 5 contemplates, however,
that there may be certain items that “are not relevant or are otherwise inappropriate.” In this regard and as described
in supplemental information provided to the Staff by letter dated November 1, 2016, the Company continues to believe that prior
performance information called for by Item 8 of Guide 5 is not relevant to the Company for the reasons noted below.

Item 8 calls for “a
narrative summary of the ‘track record’ or prior performance of programs sponsored by the general partner
and its affiliates (‘sponsors’).” Although not defined in Guide 5, in the Commission’s releases that accompanied
the adoption of, and revisions to, Guide 5 (which was originally adopted as Guide 60), the Commission has discussed what it meant
by the term “program” as used in Guide 5. In Release No. 34-18161 (October 7, 1981), the Commission makes clear that
a “program” is a three-phase investment fund or a syndication involving (i) an offering or organization phase in which
“the sponsor (who also serves as promoter and, later, general partner) organizes and registers the offering;” (ii)
a second “operational phase of the program [which] commences with the acquisition of properties;” and (iii) a third
phase in which “depending on the investment objectives of the program, the program is ‘completed’ as the partnerships
are liquidated and wound down.”

BioMed Realty Trust, Inc.
(“BioMed”), a REIT focused on acquiring, developing, owning, leasing and managing laboratory and office space
for the life science industry, was founded in 2004 by the Company’s Executive Chairman, Alan D. Gold, and the Company’s
Vice Chairman of the Board of Directors, Gary A. Kreitzer. Mr. Gold served as Chairman, Chief Executive Officer, and President
of BioMed from 2004 through 2016. Mr. Kreitzer currently serves as BioMed’s Executive Vice President, a position he has held
since 2004.

Ms. Jennifer Gowetski

November 7, 2016

Page 3

Prior to 2016, BioMed was
a publicly-traded, internally-managed, perpetual-life REIT that had a multi-employee management team and an independent board of
directors that oversaw and directed its operations, including its investment and financing activities. BioMed was acquired by a
private buyer in 2016, continues to actively conduct its business and has not entered into anything akin to a “wind-down”
phase. The sale of BioMed was as a going concern without the liquidation of any material assets.

Alexandria Real Estate Equities,
Inc. (“Alexandria”) is a New York Stock Exchange-listed urban office REIT focused on collaborative science and
technology campuses. Mr. Gold served as President (reporting to the company’s chief executive officer) and a director of
Alexandria from 1994 to 1998. Mr. Kreitzer served as Senior Vice President and In-House Counsel of Alexandria from 1994 to 1998.
Alexandria is a publicly-traded, internally-managed, perpetual-life REIT that has a multi-employee management team and an independent
board of directors that oversees and directs its operations, including its investment and financing activities. Alexandria continues
to exist as a perpetual-life New York Stock Exchange-listed REIT, despite the resignations of Messrs. Gold and Kreitzer in 1998.

The Company continues to
believe that none of its executive officers has sponsored a “program.” Messrs. Gold and Kreitzer served as only part
of the multi-employee management teams of BioMed and Alexandria, and in that capacity, they reported to senior members of the management
teams and the boards of directors of those companies. Furthermore, Messrs. Gold and Kreitzer did not constitute a majority of the
members of the multi-employee management teams or the board of directors of either company. Accordingly, in contrast to the principals
of a general partner of a limited partnership (or a manager of a limited liability company), Messrs. Gold and Kreitzer did not
possess the ultimate decision making authority for either BioMed or Alexandria. Their decision making authority and level of control
was no greater than any other corporate officer or employee-director in a company managed by a multi-employee management team and
a board of directors comprised of a majority of independent directors.

With respect to the Company,
Mr. Gold serves as one member of a multi-employee management team of the Company. Mr. Kreitzer is not a member of the Company’s
management team. Furthermore, when the offering is declared effective, Messrs. Gold and Kreitzer will not constitute a majority
of the members of the Company’s board of directors.

Since Messrs. Gold and Kreitzer
did not control the sale or other disposition of the real estate assets of either BioMed or Alexandria, and because BioMed was
sold with its portfolio largely intact, there was no investment “program” for which track record information could
be provided. For the foregoing reasons, the Company believes that neither BioMed nor Alexandria constitutes a program sponsored
by Messrs. Gold or Kreitzer within the meaning of Guide 5.

Ms. Jennifer Gowetski

November 7, 2016

Page 4

The Company has included in the
Registration Statement the disclosure required by Guide 5 to the extent that the Company believes that such disclosure is applicable,
appropriate and would be helpful to potential investors, while avoiding disclosure that would be potentially confusing or misleading
to investors (i.e. many of the Guide 5 disclosures do not apply to an internally-managed REIT). The Company notes that,
although there is no compensation to a third-party general partner as contemplated by Guide 5, the Company has revised the sections
of Amendment No. 1 entitled “Our Management – Executive Officer and Director Compensation” beginning on page
78 and “Certain Relationships and Related Transactions – Reimbursement of IGP Advisers” beginning on page 92
in response to the Staff’s comment to provide summary disclosure of all compensation or other benefits that the Company’s
executives may receive. The Company continues to believe that it has met the standard articulated in Release No. 33-6900 to provide
investors with “clear, concise and understandable disclosure of material information” about the offering. Nevertheless,
in anticipation that the Staff may request additional prior performance disclosure, the Company has included in the section of
Amendment No. 1 entitled “Our Management - Additional Background of Our Executive Chairman” disclosure regarding the
prior performance of BioMed that the Company believes is responsive to the prior performance requirements in Guide 5. Per our conversation
with the Staff, the Company has not provided prior performance information for Alexandria, as the involvement of Messrs. Gold and
Kreitzer with Alexandria is outside of the ten-year period specified by Item 8(A) of Guide 5.

 2. We note your response to comment 3. We understand that the acquisition of the Initial Property
is now probable and that the Initial Property will be subject to a triple net lease. Please provide the financial statements of
the significant probable tenant in order to present adequate financial information to investors.

Response
to Comment No. 2:

In response to the Staff’s
comment, the Company has revised Amendment No. 1 to include the audited financial statements of PharmaCann LLC, the proposed tenant
of the Initial Property (the “Tenant”), as of December 31, 2015 and 2014 and for the year ended December 31,
2015 and the period from inception (March 19, 2014) through December 31, 2014 (the “Tenant Audited Financial Statements”).
In view of the analysis set forth below, the Company respectfully requests relief and a waiver from the application of Rules 3-01
and 3-02 of Regulation S-X , pursuant to the Staff’s interpretation in Section 2340 of the Division of Corporation Finance
– Financial Reporting Manual (“FRM”), to require the Company to provide interim financial information
of the Tenant.

Ms. Jennifer Gowetski

November 7, 2016

Page 5

As noted in the Company’s
previous response letter dated October 17, 2016, because the potential acquisition of the Initial Property is a sale-leaseback
transaction pursuant to a triple-net lease arrangement and the property does not have a leasing history, the Company evaluated
whether financial statements of the proposed lessee would be required 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%. Section 2340 further provides that “an asset concentration is generally considered “significant”
if it exceeds 20% of the registrant’s assets as of its most recent balance sheet date.” The Company notes that the
language of Section 2340 suggests that there are circumstances under which “significance” is not determined based on
the assets reflected on a registrant’s most recent balance sheet filed with the Commission.

One example in which the Staff
has provided that significance for purposes of Section 2340 need not be determined based on the assets reflected on the registrant’s
most recent balance sheet is set forth in Section 2325.3 of the FRM. Section 2325.3 provides that during the distribution period
for a blind pool offering subject to Industry Guide 5, “significance” for purposes of Section 2340 may be determined
by comparing the registrant’s investment in the acquired property to the registrant’s total 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. As noted in the Staff’s comments herein, the Staff has applied to the Company, and the Company believes that it
has met, the standards for disclosure required by Industry Guide 5 in Amendment No. 1. Furthermore, the Company is entering the
distribution period for its offering. Accordingly, the Company continues to believe that it is appropriate to apply the Staff’s
interpretation in Section 2325.3 of the FRM to determine the proposed acquisition of the Initial Property is not significant
for purposes of Section 2340 of the FRM, as the $30,000,000 purchase price for the Initial Property constitutes less than
20% of $162,750,000, which amount is equal to the proceeds (net of commissions) that the Company in good faith expects to raise
in the offering (excluding the exercise of the over-allotment option).

The Company acknowledges, however,
that the Staff may apply Rule 3-13 of Regulation S-X to require the filing of other financial statements in addition to, or in
substitution for, the statements required where the Staff believes such statements are necessary or appropriate for an adequate
presentation of the financial condition of any person whose statements the Staff believes are necessary for the protection of investors.
In anticipation that the Staff may request audited financial statements of the Tenant on that basis for the periods required by
Rules 3-01 and 3-02 of Regulation S-X, the Company has included the Tenant Audited Financial Statements in Amendment No. 1. The
Company respectfully requests, however, that the Staff grant the Company a waiver with respect to providing interim period financial
statements of the Tenant, including for fiscal year 2016 and the corresponding period of fiscal year 2015, as would be required
by Rules 3-01 and 3-02.

Ms. Jennifer Gowetski

November 7, 2016

Page 6

The Company believes the application
of Rules 3-01 and 3-02 to require the Company to provide unaudited interim financial statements of the Tenant would not provide
meaningful information and could, in fact, be misleading to investors. If the Staff were, nevertheless, to require the Company
to include unaudited interim financial information of the Tenant in its registration statement, it would create an undue hardship
on the Company for which it requests relief under paragraph two of Section 2340 of the FRM. The primary basis for the hardship
is that unaudited interim financial statements of the Tenant appropriate for inclusion in Amend