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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

November 17, 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.

Amendment No. 1 to Registration Statement on Form S-11

Filed: November 7, 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 November 15, 2016 (the “Comment Letter”) with respect to the Company’s Amendment
No. 1 to the Registration Statement on Form S-11 (the “Registration Statement”), filed with the Commission on
November 7, 2016. The Company is concurrently filing Pre-Effective Amendment No. 2 to the Company’s Registration Statement
(“Amendment No. 2”). The changes reflected in Amendment No. 2 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. 2 that the Company is filing
concurrently herewith. Capitalized terms used but not defined herein have the meaning given to them in Amendment No. 2.

    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 17, 2016

Page 2

Use of Proceeds, page 43

 1. We note your disclosure on page 92 where you indicate that the amounts reimbursable to IGP Advisers include $720,000 for offering
costs. Please tell us whether you intend to use a portion of the net proceeds to make this reimbursement. If so, please revise
your disclosure accordingly and clarify all amounts payable out of the proceeds of this offering.

Response
to Comment No. 1:

In response to the Staff’s comment,
the Company has revised the section of Amendment No. 2 entitled “Use of Proceeds” to clarify that the estimated expenses
of the offering include $720,000 in offering costs that will be reimbursed to IGP Advisers.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations, page 50

 2. Revise to discuss the expected impact of your Class B common stock compensation on operating results.

Response
to Comment No. 2:

In response to the Staff’s comment,
the Company has revised the section of Amendment No. 2 entitled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Results of Operations” to discuss the expected impact of Class B common stock
compensation on the Company’s operating results.

Adoption of New or Revised Accounting
Standards, page 53

 3. You had previously elected to opt out of the extended transition period for complying with new or revised accounting standards.
It appears that you have revised your election to not opt out of such extended transition period. Your initial election is irrevocable.
Please revise your filing or advise. Refer to Section 107(b)(3) of the JOBS Act.

Response
to Comment No. 3:

The Company respectfully advises the Staff
that neither the Company’s board of directors nor its senior management team elected to opt out of the extended transition
period for complying with new or revised accounting standards provided by Section 7(a)(2)(B) of the Securities Act of 1933, as
amended. In the section entitled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Critical Accounting Policies,” the Company has consistently disclosed in all
of its filings with the Commission that the Company has not elected to opt out of such extended transition period. In the Company’s
registration statement on Form S-11 filed with the Commission on October 17, 2016, the Company inadvertently included a statement
to the contrary in its disclosure regarding the implications of being an “Emerging Growth Company.” The Company has corrected
this disclosure in the Registration Statement.

Ms. Jennifer Gowetski

November 17, 2016

Page 3

Additional Background of Our Executive
Chairman, page 75

 4. We note your response to comment 1 of our letter dated October 31, 2016 and the revised disclosure beginning on page 75. We
are unable to agree with your analysis and continue to believe that BioMed Realty may be a prior program. Please revise your disclosure
in accordance with Guide 5 or tell us why such disclosure is not material. In addition, please revise your narrative to more specifically
explain the return calculations and how the amounts were determined.

Response
to Comment No. 4:

In response to the Staff’s comment,
the Company has revised the narrative disclosure in the section of Amendment No. 2 entitled “Our Management – Additional
Background of Our Executive Chairman” beginning on page 75 to explain the return calculations and how the amounts were determined.

The Company acknowledges the Staff’s
position that a publicly traded REIT falls within the definition of a “program” for Guide 5 purposes and believes that
it has included in the Registration Statement the disclosure required by Guide 5, including Item 8 thereof, to the extent that
such disclosure is applicable, appropriate and material to potential investors. Because the Staff has repeated this comment and
because the determination of whether additional disclosure is material to investors is largely subjective, the Company has further
revised the section of Amendment No. 2 entitled “Our Management – Additional Background of Our Executive Chairman”
beginning on page 75.

The Company notes that Guide 5, by its terms,
contemplates that there may be certain items contemplated by Guide 5 that “are not relevant or are otherwise inappropriate.”
The Company believes that Prior Performance Table I (Experience in Raising and Investing Funds) and Prior Performance Table II
(Compensation to the Sponsor) are not relevant where the performance disclosed does not relate to prior classic real estate syndications
of the sponsor and, therefore, such information is not material to the Company’s potential investors. The Company has provided
in Amendment No. 2, however, analogous narrative disclosure regarding the proceeds raised by BioMed Realty in its initial public
offering and follow-on offerings of common stock. In response to comment 1 in the Staff’s letter dated October 31, 2016,
the Company previously provided summary disclosure of compensation and benefits payable to its executive officers, including amounts
payable to IGP Advisers. With regard to the operating results required by Prior Performance Table III, the Company has provided
summary financial information for BioMed Realty from August 6, 2004 (its initial public offering) through January 2016 that was available from BioMed Realty's public filings with the Commission.

Ms. Jennifer Gowetski

November 17, 2016

Page 4

BioMed Realty continues to hold properties,
as the sale of BioMed Realty was as a going concern without the liquidation of any material assets. Therefore, the Company believes
that Table IV (Results of Completed Programs) is not relevant because BioMed Realty is not a “completed” program. Based
on conversations with the Staff, however, the Company has included analogous narrative and tabular disclosure in Amendment No.
2, to the extent available in BioMed Realty's public filings with the Commission.

The Company believes that Table V (Sales
or Disposals of Properties) and Table VI (Acquisitions of Properties by Programs) are not relevant because BioMed Realty’s
investment objective (i.e. focusing on acquiring, developing, and leasing laboratory and office space for the life science
industry) is not similar to the investment objective of the Company (i.e. focusing on the acquisition, ownership and management
of medical-use cannabis facilities). Moreover, the Company does not believe that information regarding specific laboratory and
office space properties purchased or sold by BioMed Realty is material to the Company’s potential investors. Based on conversations
with the Staff, however, the Company has included in Amendment No. 2, information relating to sales of properties by BioMed Realty
within the last three years, utilizing information and metrics available in BioMed Realty's public filings with the Commission. Based on the foregoing, the Company respectfully submits that it has included in Amendment No. 2,
the disclosure required by Guide 5 to the extent that such disclosure is applicable, appropriate and material to the Company’s
potential investors.

 5. We note the statement on page 76 that you “have not independently verified the accuracy of such data and make no representation
as to the accuracy of such data.” As the latter part of this statement appears to disclaim your responsibility for information
in the registration statement, please revise to remove this disclaimer. We do not object to the portion of the statement, if accurate,
that indicates that you have not verified the accuracy of the third-party data. Please make similar revisions to your disclosure
elsewhere, as applicable. Please revise the third paragraph on page F-2 to clarify that, as we assume, the pro forma statements
of operations do not give effect to the payment of a consulting fee and reimbursement of other costs to IGP Advisers, LLC.

Response
to Comment No. 5:

The Company has revised the above-referenced
sections of Amendment No. 2 in response to the Staff’s comments.

Ms. Jennifer Gowetski

November 17, 2016

Page 5

Audited Financial Statements

Innovative Industrial Properties, Inc.

Note 4. Common Stock, page F-15

 6. We note your disclosure relating to your Class B common stock compensation. It appears that the fair value of the shares used
to measure the stock compensation is substantially below the IPO price. Please reconcile the difference for us; in this regard,
your response should explain the events or factors that support this difference.

Response
to Comment No. 6:

As disclosed on page F-16, the
Company engaged a third-party, independent valuation expert to determine the fair-value of the shares of Class B common stock
at the June 15, 2016 grant date and at subsequent modification dates using a Monte Carlo simulation, which were
August 5, 2016 and October 17, 2016, when the Company amended its charter to change the conversion ratio of the
Class B common stock into Class A common stock based on discussions with the Company’s underwriters regarding the
effect of the resulting dilution on the Company’s potential offering.

The valuation expert utilized the following
inputs, based on discussions with the Company’s management as to management’s expectations, at each of the relevant
dates:

June 15, 2016 (date of formation of the
Company):

 1) a 15% probability of a successful initial public offering, to be completed on September 21, 2016;

 2) expected proceeds from an initial public offering of $135 million, issuing 6,750,000 Class A common shares at $20 per share;
and

 3) a conversion ratio of 0.0752689, translating to the conversion of Class B common shares into approximately 7% of the total
shares outstanding after completion of the initial public offering (calculated by multiplying the conversion ratio times the primary
shares to be issued in the offering).

August 5, 2016 (1st modification
date):

 1) a 25% probability of a successful initial public offering, to be completed on October 5, 2016;

 2) expected proceeds from an initial public offering of $135 million, issuing 6,750,000 Class A common shares at $20 per share;
and

 3) a conversion ratio of 0.1764706, translating to the conversion of Class B common shares into approximately 15% of the total
shares outstanding after completion of the initial public offering (calculated by multiplying the conversion ratio times the primary
shares to be issued in the offering).

October 17, 2016 (2nd modification date):

 1) a 45% probability of a successful IPO on November 15, 2016;

 2) expected proceeds from an initial public offering of $175 million, issuing 8,750,000 Class A common shares at $20 per share;
and

 3) a conversion ratio of 0.15, translating to the conversion of Class B common shares into approximately 13% of the total shares
outstanding after completion of the initial public offering (calculated by multiplying the conversion ratio times the primary shares
to be issued in the offering).

The valuation expert also utilized assumptions
with respect to present value factors, discounts for lack of marketability and volatility factors.

Ms. Jennifer Gowetski

November 17, 2016

Page 6

The Company’s estimates as to the
probability of the initial public offering at each valuation date took into account a number of factors, including, but not limited
to, the Company’s lack of operating history, the legal and regulatory status of the cannabis industry, the early stage and
rapidly evolving nature of the cannabis industry, the limited assets of the Company, the limited number of identified acquisition
targets, the Company’s evaluation of potential investor demand, the necessity of obtaining approval to be listed on a national
securities exchange, and the process for review and approval by the Commission.

The Company’s estimates as to expected
proceeds from an initial public offering were based on management’s discussions with underwriters and management’s
evaluation at the time of its ability to raise equity and deploy that equity towards acquisition opportunities.  These estimates
corresponded to the disclosures made in the drafts of the registration statement filed with the Securities and Exchange Commission
on August 8, 2016 (expected proceeds of $135 million) and October 17, 2016 (expected proceeds of $175 million (excluding over-allotment)).

Performing the Monte Carlo simulation with
these inputs, the valuation expert determined the fair-value of 508,065 shares of Class B common stock on an as-converted basis
to Class A common stock at each date to be:

 · As of June 15, 2016: $1.24 million ($2.45 per Class A common share);

 · As of August 5, 2016 (pre-modification): $2.16 million;

 · As of August 5, 2016 (post-modification): $4.62 million;

 · As of October 17, 2016 (pre-modification): $11.1 million;

 · As of October 17, 2016 (post-modification): $9.6 million.

In accordance with ASC 718-20-35-3, the
total compensation costs measured at the date of a modification are the sum of the following: (i) the portion of the grant-date
fair value of the original award for which the requisite service is expected to be rendered at that date, and (ii) the incremental
cost resulting from the modification.

Applying this accounting standard, the Company
added the incremental cost of the August 5, 2016 modification (approximately $2.46 million) to the Company’s initial June
15, 2016 fair-value