SecProbe.io

Mail Stop 3233
November 22 , 2016

Via E -mail
John L. Villano
Chairman, Co -Chief Executive Officer and Chief Financial Officer
Sachem Capital Corp.
23 Laurel Street
Brandford, CT  06405

Re: Sachem Capital Corp.
Registration Statement on Form S -11
Filed October 28, 2016
  File No. 333 -214323

Dear Mr. Villano :

We have reviewed your registration 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 registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or d o not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have additional comments.

Our Organizational Structure, page 6

1. We note your response to comment 24 of our prior letter in which you state that Morse,
Zelnick is a founder of Sachem Capital .  We further note your references to your
founders a nd co -founders under this heading and throug hout the document.  Please revise
to identify all of your founders  or advise .

2. We note your disclosure regard ing the recapitalization of SCP and that the parties agreed
to value Sachem Capital at an amount equal to 164% of SCP’s members’ equity at June
30, 2016.  Please revise to specifically explain how the parties agreed to value it 164% of
SCP members’ equity  or advise .

John L. Villano
Sachem Capital Corp.
November 22 , 2016
Page 2

 Management’s Discussion and Analysis, page 41

3. We note your response to comment 18 of our prior letter that you are unable to quantify
the nu mber of loans for which there was an event of default.  Please revise your
disclosure in this section or, elsewhere as applicable, to provide the information in your
response.  In addition, please revise to more specifically describe how you monitor your
loans and how management evaluates the credit quality of your assets.

4. We note your statement on page 2 that 20% of SCP’s loan portfolio consists of loans to
borrowers with whom it has a long -term relationship.  We further note your statement in
your resp onse to comment 18 that you treat an extension of a loan as a new loan.  Please
revise your disclosure to provide the percentage of loans that are not paid at maturity but
rather treated as a new loan.  In addition, please clarify what portion, if any, of the 20%
of loans to borrowers with whom SCP has a long -term relationship are extensions rather
than new loans.

5. We note your response to comment 20 that the new loan agreement will be executed
simultaneously with or immediately prior to the effectiveness of the registration
statement.  Please revise to clarify, if true, that the recapitalization of SCP will cause you
to be in default of your current loan agreement.  We will continue to monitor for updated
disclosure regarding the new loan agreement.

Our Loan Portfolio, page 56

6. Please r evise to provide the year of origination for loans in your portfolio.

Underwriting , page 103

7. We note your response to comment 23 of our prior letter and your related revisions on
page 104 which clarify that the 1% non -accountable expense allowance differs from your
agreement to pay the underwriters’ expenses relating to the offering.  Please revise to
briefly describe the 1% non -accountable expense allowance, including what it is intended
to cover, how it differs from your agreement to pay the identified underwriters’ expenses
related to the offering and when it will be paid or advise.

Financial Statements, page F -1

8. Please revise your financial statements to include the required interim periods in addition
to the year to date periods presented in accordance with Rule 8 -03 of Regulation S -X.

9. Notwithstanding the above, please ensure yo ur results of operations have been updated as
a result of any revisions that are made.

John L. Villano
Sachem Capital Corp.
November 22 , 2016
Page 3

 Pro Forma Statement of Operations, page F -20

10. We note your response to our prior comment 25; however, your pro forma adjustment in
Note (2)(7) of $(363,315) to openi ng members’ equity and your disclosure that the
transaction occurred on January 1, 2015 continue to suggest that your pro forma balance
sheet presentation as of June 30, 2016 does not conform to the pro forma requirements
for balance sheets under Rule 8 -05(b)(2) of Regulation S -X.  Therefore, we re -issue our
comment. Please revise your pro forma balance sheet assuming the transaction occurred
on June 30, 2016 rather than January 1, 2015.

11. We note the revised disclosure of pro forma earnings per share data o n page F -19 in
response to our prior comment 26. Please include similar disclosure for the pro forma
statement of operations included on page F -20 within your amended filing.
Part II – Information not required in prospectus

Item 33.  Recent Sales of Unregistered Securities, page II -1

12. We note your response to comment 24 of our prior letter in which you state that Morse,
Zelnick is a founder of Sachem Capital and received 80,000 shares of common stock.
For securities sold otherwise th an for cash, please revise your disclosure to state the
nature of the transaction and the nature and consideration received by you.  Please refer
to Item 701(c) of Regulation S -K.

13. We note your response to comment 28 of our prior letter and your revised di sclosure
under this heading in which you state that 6,283,237 shares of common stock were issued
“on or prior to the date of this prospectus.”  Please revise to provide the specific date or
advise.  In addition, as to securities sold otherwise than for cas h, please revise to state the
nature and aggregate amount of consideration received by the registrant.  Please refer to
Item 701 of Regulation S -K.

Draft Tax Opinion

14. We note your statement on page 2 that “prior to the completion of the offering described
in the prospectus….SACH does not qualify as a REIT because one of its shareholders
owns more than 50% of its outstanding common shares.”  We further note the assumptio n
that “following the completion of the Offering….there will not be five or fewer SACH
shareholders that collectively own 50% or more of the outstanding shares of SACH
measured by vote or value.”  Please remove these statements or tell us why counsel
believes this assumption is appropriate.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

John L. Villano
Sachem Capital Corp.
November 22 , 2016
Page 4

 Refer to Rules 4 60 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Becky Chow, Staff Accountant  at 202-551-6524 or Shannon So botka,
Staff Accountant  at 202-551-3856 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 202-551-3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
Office of Real Estate and
Commodities

cc: Stephen Zelnick
 Joel J. Goldschmidt
 Morse, Zelnick, Rose, & Lander, LLP
 Via E -mail