SecProbe.io

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 July 1, 2025

Peter Coughenour
Chief Financial Officer
Agree Realty Corp
32301 Woodward Avenue
Royal Oak, MI 48073

 Re: Agree Realty Corp
 Form 10-K for the year ended December 31, 2024
 Filed February 11, 2025
 File No. 001-12928
Dear Peter Coughenour:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 June 20, 2025

 VIA EDGAR

 Mr. William Demarest
Ms. Kristina Marrone
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549

 Re:

 Agree Realty Corporation
 Form 10-K for the year ended December 31, 2024
 Filed February 11, 2025
 File No. 001-12928

 Dear Mr. Demarest and Ms. Marrone:

 Set forth below is the response of Agree Realty Corporation, a Maryland
corporation (the "Company , " "we , " or "our" ),
to the comment made by the staff (the "Staff" ) of the U.S. Securities and Exchange Commission (the "Commission" )
by letter dated June 16, 2025 (the "Comment Letter" ), that relates to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2024 (File No. 001-12928), originally filed by the Company with the Commission on February
11, 2025.

 To assist in your review, set forth below in bold is the comment of
the Staff contained in the Comment Letter. Immediately below the comment is the response of the Company with respect thereto.

 Form 10-K for the year ended December 31, 2024

 Note 2. Summary of Significant Accounting Policies

 Segment Reporting, page F-15

 1. We note your response to our prior comment. Please clarify whether significant segment expenses and other segment items are identical
to what is presented on the face of your Consolidated Statements of Operations and Comprehensive Income. If so, include disclosure to
this effect in future filings.

 The Company confirms significant segment expenses and other segment
items are identical to the information presented on the face of our Consolidated Statements of Operations and Comprehensive Income. The
Company will provide disclosure to this effect in our future periodic filings with the Commission.

 The Company acknowledges that it 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.

 Please feel free to contact me should you have any questions or comments
at (248) 480-0267 or peter@agreerealty.com .

 Sincerely,

 /s/ Peter Coughenour

 Peter Coughenour

 Chief Financial Officer

 cc: Donald J. Kunz, Partner, Honigman LLP

 Joshua W. Damm, Partner, Honigman LLP

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<TEXT>
 June 16, 2025

Peter Coughenour
Chief Financial Officer
Agree Realty Corp
32301 Woodward Avenue
Royal Oak, MI 48073

 Re: Agree Realty Corp
 Form 10-K for the year ended December 31, 2024
 Filed February 11, 2025
 File No. 001-12928
Dear Peter Coughenour:

 We have reviewed your June 2, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our April 14,
2025 letter.

Form 10-K for the year ended December 31, 2024
Note 2. Summary of Significant Accounting Policies
Segment Reporting, page F-15

1. We note your response to our prior comment. Please clarify whether
significant
 segment expenses and other segment items are identical to what is
presented on the
 face of your Consolidated Statements of Operations and Comprehensive
Income. If
 so, include disclosure to this effect in future filings.
 Please contact William Demarest at 202-551-3432 or Kristina Marrone at
202-551-
3429 if you have questions regarding comments on the financial statements and
related
matters.
 June 16, 2025
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Real Estate & Construction
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</DOCUMENT>

CORRESP
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 filename1.htm

 June 2, 2025

 VIA EDGAR

 Mr. William Demarest
Ms. Kristina Marrone
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549

 Re:

 Agree Realty Corporation
 Form 10-K for the year ended December 31, 2024
 Filed February 11, 2025
 File No. 001-12928

 Dear Mr. Demarest and Ms. Marrone:

 Set forth below is the response of Agree Realty Corporation, a Maryland
corporation (the "Company , " "we , " or "our" ),
to the comment made by the staff (the "Staff" ) of the U.S. Securities and Exchange Commission (the "Commission" )
by letter dated April 14, 2025 (the "Comment Letter" ), that relates to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2024 (File No. 001-12928), originally filed by the Company with the
Commission on February 11, 2025.

 To assist in your review, set forth below in bold is the comment of
the Staff contained in the Comment Letter. Immediately below the comment is the response of the Company with respect thereto.

 Form 10-K for the year ended December 31, 2024

 Note 2. Summary of Significant Accounting Policies

 Segment Reporting, page F-15

 1. Please tell us how you determined that your disclosure is compliant with the requirements of ASC 280-10-50-20. Reference is also
made to ASU 2023-07.

 The Company determined our disclosure is compliant with ASC 280-10-50-20
by first reviewing ASU 2023-07 and the guidance contained in ASC Topic 280. Important to our analysis of how we disclose the information
required by ASC 280-10-50-20 is how management organizes and operates our business. Our management organizes and operates the business
with a focus on the long-term, fee simple ownership of properties net leased to industry-leading, omni-channel retail tenants. We believe
that a diversified portfolio of such properties provides for stable and predictable cash flow. We organize and operate our business as
a single operating segment, with consistent processes and technology applied across our portfolio, and we discuss our portfolio composition
in terms of retail sectors, tenants, retailer credit ratings, retailer footprints (national, regional, or franchise), ownership structure
(fee simple or leasehold), and geography.

 Consistent with how we organize and operate our business on a consolidated
basis as a single operating segment, we likewise assess our operations in the same manner. As part of our disclosure review process, we
evaluate information regularly provided to our chief operating decision maker (the "CODM" ), which includes consolidated
financial results through net income compared to budgeted amounts and prior comparative periods. The information regularly provided to
the CODM is produced in the same manner and with the same accounting policies as our consolidated financial statements. The CODM does
not regularly receive information related to asset balances or detailed expenses incurred at a lower level than what is included in our
consolidated financial statements. The CODM does not review profit or loss measures by any grouping of properties, including by those
categories in which we describe our portfolio composition, such as retail sector, tenant, or geography.

 Our evaluation of compliance with the disclosure requirements of ASC
280-10-50-20, considering the background above, was based on the following areas:

 I. General and Entity-Wide Information

 We disclosed the following general information for each period presented
on page F-15, which summarizes our business and how performance is assessed and how resources are allocated:

 · The factors used in identifying our operating segment, specifically that we are in the business of acquiring, developing, and managing
real estate and that our chief operating decision maker does not distinguish or group operations on a geographic, tenant sector, tenant
or other basis when assessing performance and allocating resources;

 · The types of products and services from which our operating segment derives its revenue, specifically that revenues are generated
through leasing long-lived assets to external customers;

 · The title and position of the chief operating decision maker, which is our Chief Executive Officer; and

 · The fact that no single tenant comprises more than 10 percent of the company's revenue.

 II. Information about Profit or Loss and Assets

 We disclose on page F-15 that consolidated net income is our measure
of profit or loss that our CODM regularly reviews to assess performance and allocate resources, and that this measure is calculated and
presented as reported on the consolidated statement of operations and comprehensive income. Guided by the background information above
and the goal to allow readers of the Company's consolidated financial statements to see through the eyes of management and to understand
how management views the operating results and financial position of our business, particularly that the CODM does not receive incremental
detailed revenue or expense information at a more disaggregated level, we concluded that duplicating the information found elsewhere throughout
the consolidated financial statements would be unnecessary and the reference to the consolidated statement of operations and comprehensive
income was appropriate and consistent with the basis of conclusions in ASU 2023-07. Each of the specific amounts required to be disclosed
in accordance with ASC 280-10-50-20, if they are included in the measure of profit or loss, including revenue from external customers,
depreciation and amortization, and interest expense, are disclosed on the consolidated statement of operations and comprehensive income
while non-cash items are disclosed on the statement of cash flows.

 As the Company is focused on growth of the portfolio, our disclosure
references that expenditures for long-lived assets are reported on the consolidated statement of cash flows. After property acquisition,
the CODM does not regularly receive information related to asset balances and we disclose that segment assets are not regularly reviewed
by the CODM to evaluate performance as our reason for not including asset information in the disclosure, but we would highlight that the
relevant asset amount is disclosed as total assets on the consolidated balance sheet. The company has no equity-method investments.

 III. Information about the Measurement of Segment Profit or Loss and Assets & Reconciliations

 As the items presented on the consolidated statement of operations
and comprehensive income are the same items reported to the CODM for purposes of making decisions about allocating resources and assessing
performance, no adjustments, eliminations, or allocations are necessary. We disclosed on page F-15 that the accounting policies of
the reportable segment are the same as those described in "Note 2 – Summary of Significant Accounting Policies" and
explicitly disclose that no intercompany revenues exist.

 The Company acknowledges that it 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.

 Please
feel free to contact me should you have any questions or comments at (248) 480-0267 or peter@agreerealty.com .

 Sincerely,

 /s/
 Peter Coughenour

 Peter
 Coughenour

 Chief
 Financial Officer

 cc:
 Donald J. Kunz, Partner, Honigman LLP

 Joshua W. Damm, Partner, Honigman LLP

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<TEXT>
 April 14, 2025

Peter Coughenour
Chief Financial Officer
Agree Realty Corp
32301 Woodward Avenue
Royal Oak, MI 48073

 Re: Agree Realty Corp
 Form 10-K for the year ended December 31, 2024
 Filed February 11, 2025
 File No. 001-12928
Dear Peter Coughenour:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the year ended December 31, 2024
Note 2. Summary of Significant Accounting Policies
Segment Reporting, page F-15

1. Please tell us how you determined that your disclosure is compliant with
the
 requirements of ASC 280-10-50-20. Reference is also made to ASU 2023-07.
 In closing, 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.

 Please contact William Demarest at 202-551-3432 or Kristina Marrone at
202-551-
3429 with any questions.

 Sincerely,
 April 14, 2025
Page 2

 Division of Corporation Finance
 Office of Real Estate & Construction
</TEXT>
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Mail Stop 3233
January 27, 2017

Via E -mail
Matthew M. Partridge
Chief Financial Officer
Agree Realty Corporation
70 E. Long Lake Road
Bloomfield Hills, Michigan 48304

Re: Agree Realty  Corporation
Form 10-K for Fiscal Year Ended December 31, 2015
Filed March 11, 2016
File No. 001-12928

Dear Mr. Partridge :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Coy Garrison

 Coy Garrison
 Special Counsel
Office of Real Estate and
Commodities

CORRESP
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January 10, 2017

VIA EDGAR

Mr. Coy Garrison, Special Counsel

Securities and Exchange Commission

Office of Real Estate and Commodities

100 F Street, N.E.

Washington, DC 20549

 RE: Agree Realty Corporation

Form 10-K for Fiscal Year
Ended December 31, 2015

Filed March 11, 2016

File No. 001-12928

Dear Mr. Garrison:

This letter is submitted in response to
your comment letter dated December 16, 2016 (the “Letter”) with respect to the Form 10-K for Fiscal Year Ended December
31, 2015 of Agree Realty Corporation (the “Company”), which was filed with the Securities and Exchange Commission (the
“Commission”) on March 11, 2016.

For convenience of reference, your comments
are reproduced in italics, and are followed by the Company’s response.

Form 10-K for Fiscal Year Ended December
31, 2015

Properties, page 16

1. We note your press release dated
October 24, 2016 discussing your development projects. In future Exchange Act periodic reports, please clarify the amount of property
you hold for development and disclose anticipated completion dates, costs incurred to date and budgeted costs. For completed developments,
please disclose development and redevelopment expenditures per square foot and clarify whether you have included leasing costs.
For material amounts of land, please discuss the amount of development the land could support.

RESPONSE

The Company currently discloses the costs
incurred to-date of the properties being developed in the line item titled Property Under Development on its balance sheet. This
line item includes all costs related to the land acquisition, planning, development and construction of properties, including interest
and real estate taxes during the construction period, prior to the date the properties become operational. These costs are capitalized
for financial purposes. Leasing costs associated with the lease up of development properties are included in Property Under Development
prior to the date the development properties become operational. Once operational, the leasing costs are reclassified into Unamortized
Deferred Expenses. See Note 2 to the Company’s Consolidated Financial Statements for additional details regarding the Company’s
significant accounting policies.

In the Company’s appropriate future
Exchange Act periodic filings with the Commission, the Company will include disclosure substantially similar to the following example
regarding its development and redevelopment projects:

“During the third quarter and subsequent
thereto, the Company commenced seven new development and Partner Capital Solutions (“PCS”) projects with total project
costs of $24.8 million. These projects include the Company’s first Texas Roadhouse in Mount Pleasant, Michigan; three new
Burger King developments in Hamilton, Montana, West Fargo, North Dakota and Heber, Utah; two new Camping World projects in Tyler,
Texas and Georgetown, Kentucky; and the redevelopment and expansion of an existing asset for Orchard Supply Hardware in Boynton
Beach, Florida.

Year-to-date, the Company has 14 development
or PCS projects completed or currently under construction on behalf of a number of industry-leading retail tenants. Total project
costs for those developments are approximately $38.0 million and include the following completed or commenced projects:

    Tenant

    Location

    Lease Structure

    Lease Term

    Actual or Anticipated Rent Commencement

    Status

    Hobby Lobby

    Springfield, OH

    Build-to-Suit

    15 Years

    Q1 2016

    Completed

    Burger King

    Farr West, UT

    Build-to-Suit

    20 Years

    Q2 2016

    Completed

    Family Fare Quick Stop

    Marshall, MI

    Ground Lease

    10 Years

    Q2 2016

    Completed

    Burger King

    Devils Lake, ND

    Build-to-Suit

    20 Years

    Q3 2016

    Completed

    Wawa

    Orlando, FL

    Ground Lease

    20 Years

    Q3 2016

    Completed

    Chick-fil-A

    Frankfort, KY

    Ground Lease

    20 Years

    Q3 2016

    Completed

    Starbucks

    North Lakeland, FL

    Build-to-Suit

    10 Years

    Q4 2016

    Under Construction

    Burger King

    Hamilton, MT

    Build-to-Suit

    20 Years

    Q4 2016

    Under Construction

    Burger King

    West Fargo, ND

    Build-to-Suit

    20 Years

    Q1 2017

    Under Construction

    Burger King

    Heber, UT

    Build-to-Suit

    20 Years

    Q1 2017

    Under Construction

    Texas Roadhouse

    Mount Pleasant, MI

    Ground Lease

    15 Years

    Q2 2017

    Under Construction

    Camping World

    Tyler, TX

    Build-to-Suit

    20 Years

    Q2 2017

    Under Construction

    Camping World

    Georgetown, KY

    Build-to-Suit

    20 Years

    Q3 2017

    Under Construction

    Orchard Supply Hardware

    Boynton Beach, FL

    Build-to-Suit

    15 Years

    Q3 2017

    Under Construction”

The Company’s development and redevelopment
activities are a minority piece of its overall investment activity, representing less than 10% of the Company’s investment
activity from 2014 through 2016. Management of the Company believes the project costs of any one individual development or redevelopment
project are immaterial to the Company’s overall investment activities. For these reasons, the Company intends to disclose
aggregate project costs for its entire pipeline of development and redevelopment projects on a quarterly and year-to-date basis.

The Company’s completion timelines
for its development and redevelopment projects are highly variable due to a number of different factors outlined in Item 1a Risk
Factors in the Company’s Annual Report on Form 10-K. As a result of this variability, and in an effort to provide investors
with a reasonable estimate of a development or redevelopment project’s completion, the Company intends to utilize quarterly
rent commencement timelines to indicate when a project is expected to be completed.

The Company’s development and redevelopment
projects include ground lease and traditional lease structures, of which the terms, cost structures and rental rates vary greatly
in material respects from one project to another. The scope of the Company’s development and redevelopment efforts also differ
materially depending on a number of factors specific to the project, including but not limited to the size of the parcel, topography
of the site, size of the building, preferences and needs of the occupying tenant and requirements of the municipality in which
the property is located. In consideration of these factors, the Company does not believe development and redevelopment expenditures
per square foot is a relevant metric when evaluating the cost of its development and redevelopment projects, nor does it believe
development and redevelopment expenditures per square foot provides a useful comparison between periods.

The Company has not historically held material
amounts of land. The Company will continue to monitor and comply with U.S. GAAP requirements and, in the Company’s future
Exchange Act periodic reports, commencing with its Annual Report on Form 10-K for the year ending December 31, 2016, will disclose,
to the extent it has material land holdings, the amount of development the land could support.

The Company acknowledges that:

 § the Company is responsible for the adequacy and accuracy
of the disclosure in the filing;

 § Staff comments or changes to disclosure in response
to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 § the Company may not assert Staff comments as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or comments regarding
the foregoing, or have additional questions or comments, please contact the undersigned, at (248) 419-6335 or mpartridge@agreerealty.com,
or Donald J. Kunz, counsel for the Company, at (313) 465-7454 or dkunz@honigman.com.

    Sincerely,

    /s/ Matthew M. Partridge

    Matthew M. Partridge

    Executive Vice President, Chief
    Financial Officer and Secretary

    cc:
    Rahul K. Patel, Securities and Exchange Commission

    Donald J. Kunz, Honigman Miller Schwartz and Cohn LLC

    Josie A. Hunwick, Grant Thornton LLP

Mail Stop 3233
December 16, 2016

Via E -mail
Matthew M. Partridge
Chief Financial Officer
Agree Realty Corporation
70 E. Long Lake Road
Bloomfield Hills, Michigan 48304

Re: Agree Realty Corporation
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed March 11, 2016
File No. 001-12928

Dear Mr. Partridge :

We have reviewed your filing an d have the following comment.   Please respond to this
comment  within ten busine ss days by providing the requested information or advis e us as soon as
possible when you will respond.  If you  do not believe our comment applies  to your facts and
circumstances , please  tell us why in your response.

After reviewing your response to this comment , we may have additional comments.

Properties, page 16

1. We note your press release dated October 24, 2016 discussing your development projects.  In
future Exchange Act periodic reports, please clarify the amount of property you hold for
developmen t and disclose anticipated completion dates, costs incurred to date and budgeted
costs.  For completed developments, please disclose development and redevelopment
expenditures per square foot and clarify whether you have included leasing costs.  For
materi al amounts of land, please discuss the amount of development the land could support.

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 abs ence of
action by the staff.

Matthew M. Partridge
Agree Realty Corporation
December 16, 2016
Page 2

 Please contact Rahul K. Patel, Staff Attorney , at (202) 551 -3799 or me at (202) 551 -3466
with any questions.

Sincerely,

 /s/ Coy Garrison

 Coy Garrison
 Special Counsel
Office of Real Estate and
Commodities

Mail Stop 3010

June 2, 2011

 VIA U.S. MAIL AND FAX ( 248)737- 9110

Mr. Alan Maximiuk
Vice President, Chief Financial Officer  and Secretary
Agree Realty Corporation
31850 Northwestern Highway
Farmington Hills, Michigan 48334

Re: Agree Realty  Corporation
Form 10- K for the  year en ded December 31, 20 10
File No.  001-12928

Dear Mr. Maximiuk :

We have reviewed your filing 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 d isclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

Mr. Alan Maximiuk
Agree Realty Corporation
June 2, 2011
Page 2

 Form 10- K for the year ended December 31 , 2010
Form 10- K for the Fiscal Year Ended December 31, 2010
1. In future periodic filings , please expand your disclosure of your leasing activities
for the most recent period , including a discussion of the volume of new or
renewed leases, average rents or yields, and, where applicable, average tenant
improvement costs, leasing commissions and tenant concessions. To the extent you have material lease expirations in the next year, please include disclosure regarding the relationship of rents on expiring leases to market rents.  Properties, page 18
2. We note that during 2010 you acquired or developed 13 total properties.  In future
periodic filings please include capitalization rates for material acquisitions and/or dispositions of properties.  Please disclose how you calculate capitalization rates for these purposes.  Development and Acquisition Summary, page 18

3. In future periodic filings, please also include development and redevelopment
expenditures on a per square foot  basis.   In ad dition, please provide a brief
description of how you calculate the amount, including whether leasing costs are
included.
4. On page  21, you have disclosed total annualized base rental revenue for your
propertie s.  In future filings, please also provide the average effective annual
rental per square foot and  clarify how your rental disclosures take into accounts
tenant concessions and abatements.   Annualized Base Rent of Our Properties, page 21

Mr. Alan Maximiuk
Agree Realty Corporation
June 2, 2011
Page 3

Management’s Discussion and Analysis of Financial Condition and Results of Operations
5. We note your disclosure on page 35 that your tota l dividend paid for 2010 was
$2.04 per share.  We have also calculated your FFO in 2010 to be roughly $1.76
per diluted share.   Given that your dividend payout exceeded your funds from
operations, in future periodic reports please describe whether your current level of dividend is sustainable.  To the extent that there is a material risk of your dividend changing, in future periodic reports  please provide appropriate disclosure in the
risk factors and in the MD&A.     Funds from Operations, page 34
 Financial Statements
  Consolidated Balance Sheets, page F -3
6. Please explain to us the circumstances that lead you to record $8.2 million in lease intangible costs during 2010.  To the extent these assets were acquired as part of a business combination, explain to us how you have met the disclosure requirements of ASC Topic 805- 10-50

Notes to Consolidated Financial Statements
 2. Summary of Significant Accounting Policies
  Investments in Real Estate – Carrying Value of Assets, page F -10
7. We note that you capitalize direct and indirect costs such as interest and property
taxes incurred to ready the assets for their intended use.    Please clarify what other
types of direct and indirect costs are  capitalized beyond interest and property
taxes.    In regards to indirect costs, if you capitalize soft costs such as payroll and
other G&A costs, please tell us the methodology utilized to determine the amounts to be allocated to each specific asset.    In addition please tell us the
amount of payroll that was either capitalized or deferred in the past three years.

Mr. Alan Maximiuk
Agree Realty Corporation
June 2, 2011
Page 4

  Purchase Accounting for Acquisitions of Real Estate, page F -11
8. Please tell us and disclose your accounting policy regarding below market lea se
intangibles, including whether you have included below market lease renewals
within your estimated amortization period.  Within your response, please tell us management’s process for determining whether a lease includes a below market renewal option and how management determines the likelihood of the tenant exercising this option.
Proxy Statement on Schedule 14A filed March 25 , 2011
9. We note that in 2010 your compensation committee used the 2010 NAREIT Compensation and Benefits Survey to provide it with relevant market data regarding compensation.  Please tell us whether you engaged in benchmarking your compensation against other peer companies using market data.  To the extent that you benchma rked your compensation, in future filings please disclose the
target ranges for each element of your compensation in comparison to your peer group and whether the actual amounts paid fell within those ranges.    Determining Compensation for Named Executive Officers, page 16
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing  to be certain that  the filing includes all information required under
the Securities  Exchange Act of 1934 and that  they have provided all information
investors require for an informed decision.  S ince the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, i n writing, a
statement from the company acknowledging that :

• the company is responsible for the adequacy and accuracy of the disclosure in the
filing ;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission fr om taking any ac tion with respect to the filing ; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finan ce in our review
of your filing  or in response to our comments on your filing .

Mr. Alan Maximiuk
Agree Realty Corporation
June 2, 2011
Page 5

You may contact Robert Telewicz, Staff Accountant  at (202)551- 3438 or the
undersigned at (202)551- 3629 if you have questions regarding comments on the financial
statements and related matters.  Please contact Adam Turk, Staff Attorney  at (202)551-
3657 or Sonia Barros, Special Counsel  at (202)551- 3655 wi th any other questions.
         Sincerely,
   Kevin Woody
Accounting Branch Chief

August 11, 2011
 Via Fax

 Mr. Alan Maximiuk Vice President, Chief Financ ial Officer and Secretary
Agree Realty Corporation 31850 Northwestern Highway Farmington Hills, Michigan 48334

Re: Agree Realty Corporation
Form 10-K  Filed March 15, 2011 File No. 001-12928
Dear Mr. Maximiuk:

We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Kevin Woody
Kevin Woody Accounting Branch Chief

CORRESP
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    Unassociated Document

AGREE REALTY CORPORATION

31850 Northwestern Highway

Farmington Hills, MI  48334

(248) 737-4190

(248) 737-9110  Fax

July 21, 2011

VIA EDGAR

Mr. Kevin Woody, Accounting Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Agree Realty Corporation (the “Company”)

Form 10-K for Fiscal Year Ended December 31, 2010, filed March 15, 2011

File No. 001-12928

Dear Mr. Woody:

This correspondence is our response to your comment letter dated July 7, 2011, regarding the Company’s filings with the Commission referenced above.  For your convenience, your comments are reproduced in italics before the Company’s responses thereto.

***

Form 10-K for the year ended December 31, 2010

Development and Acquisition Summary, page 18

1.

We note your response to comment 2 in our letter dated June 2, 2011.  Please revise future periodic filings to disclose how you calculate NOI for the purposes of arriving at your weighted average capitalization rate for your acquisitions and dispositions, in particular, the basis for which you make any assumptions on future occupancy, rents or property expenses.

Response

If and when the Company discloses capitalization rates for material acquisitions and/or dispositions in future periodic filings, it will also describe how it calculated NOI for such purposes, including how it makes assumptions on future occupancy, rents or property expenses, if any.

Mr. Kevin Woody, Accounting Branch Chief

July 21, 2011

Page 2

Financial Statements

Consolidated Balance Sheets, page F-3

2.

We have considered your response to our prior comment 6.  We are unclear how you determined that none of the disclosure requirements discussed in ASC Topic 805-10-50-2 (a) through (g) are relevant to the acquisition of single tenant properties.  Additionally, please tell us the total acquisition cost of properties acquired during 2010 and provide us with a analysis that reconciles the assets and liability recorded as part of the acquisitions to the purchase price.

Response

ASC Topic 805-10-50-2 (a) through (g), states, “… acquirer shall disclose the following information for each business combination that occurs during the reporting period:

(a)       The name and a description of the acquiree.

(b)       The acquisition date.

(c)       The percentage of voting equity interests acquired.

(d)

The primary reasons for the business combination and a description of how the acquirer obtained control of the acquiree.

(e)

For transactions that are recognized separately from the acquisition of assets and assumptions of liabilities in the business combination (see paragraph 805-10-25-20)...

(f)

The disclosure of separately recognized transactions required in (e) shall include the amount of acquisition-related costs, the amount recognized as an expense, and the line item or items in the income statement in which those expenses are recognized. The amount of any issuance costs not recognized as an expense and how they were recognized also shall be disclosed.

(g)       In a business combination achieved in stages…”

Below is an analysis of sections (a) through (g) and their relevance to the acquisition of single tenant properties.

(a)  The Company concluded that since acquisitions were unnamed single-tenant properties, the name and description were not considered relevant.

(b)  The Company concluded that since the acquisitions were not individually material and none individually exceeded the threshold for reporting pursuant to Item 2.01 of Form 8-K, that the acquisition date of each individual acquisition was not considered relevant.

(c)  The Company purchased real property assets and obtained 100% control. No voting equity interests were acquired therefore the percentage of voting equity interests were not considered relevant.

(d)  The Company acquired each single-tenant property to expand the Company’s real estate portfolio while simultaneously achieving accretive returns in excess of the Company’s cost of capital.  However, this reason is implicit in any real estate acquisition by any real estate investor, and therefore, was not considered relevant.

Mr. Kevin Woody, Accounting Branch Chief

July 21, 2011

Page 3

(e)  There were no transactions recognized separately, therefore these disclosures were not considered relevant.

(f)  There were no transactions recognized separately, therefore these disclosures were not considered relevant.

(g)  None of the business combinations were achieved in stages, therefore these disclosures were not considered relevant.

The total purchase price for properties acquired during 2010 was approximately $37.0 million.  Below is a breakdown of the allocation of the purchase price, including an allocation of approximately $8.2 million to lease intangibles due to the purchase of nine single-tenant properties with an “in-place” lease:

Land

Building

Lease Intangible

Total

$16,300,000

$12,526,000

$8,203,000

$37,029,000

***

Mr. Kevin Woody, Accounting Branch Chief

July 21, 2011

Page 4

Please note that the Company acknowledges the following:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We further understand that the Division of Enforcement has access to all information we provide to the staff of the Division of Corporation Finance in its review of our filing or in response to its comments on our filing.

If you need any additional information of if we can be of any further assistance, please call me at (248) 737-4190.

Very truly yours,

/s/ Alan D. Maximiuk

Alan D. Maximiuk

Vice President, Chief Financial Officer and Secretary

cc:

Securities and Exchange Commission

Robert Telewicz

Adam Turk

Sonia Barros

DLA Piper LLP (US)

Jeffrey M. Sullivan

Kerry E. Johnson

Baker Tilly Virchow Krause, LLP

Scott Riser

July 7, 2011
 Via Fax

 Mr. Alan Maximiuk Vice President, Chief Financ ial Officer and Secretary
Agree Realty Corporation 31850 Northwestern Highway
Farmington Hills, Michigan 48334

Re: Agree Realty Corporation
Form 10-K  Filed March 15, 2011 File No. 001-12928
Dear Mr. Maximiuk:

We have reviewed your response letter dated June 16, 2011 and have the
following additional comments.  In some of our comments, we may ask you to provide us with information so we may bette r understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2010

Development and Acquisition Summary, page 18
1. We note your response to comment 2 in our  letter dated June 2, 2011.  Please
revise future periodic f ilings to disclose how you cal culate NOI for the purposes
of arriving at your weighted average capit alization rate for your acquisitions and
dispositions, in particular, the basi s for which you make any assumptions on
future occupancy, rents or  property expenses.
 Financial Statements

Alan Maximiuk
Agree Realty Corporation July 7, 2011 Page
2

Consolidated Balance Sheets, page F-3

2. We have considered your response to our  prior comment 6.  We are unclear how
you determined that none of the disclosu re requirements discussed in ASC Topic
805-10-50-2 (a) through (g) are relevant to the acquisition of single tenant
properties.  Additionally, pl ease tell us the total acqui sition cost of properties
acquired during 2010 and provide us with a an alysis that reconciles the assets and
liabilities recorded as part of th e acquisitions to the purchase price.

You may contact Robert Telewicz, St aff Accountant  at (202)551-3438 or the
undersigned at (202)551-3629 if you have ques tions regarding comments on the financial
statements and related matters.  Please cont act Adam Turk, Staff Attorney at (202)551-
3657 or Sonia Barros, Special Counsel at  (202)551-3655 with a ny other questions.
         S i n c e r e l y ,
 /s/ Kevin Woody  Kevin Woody
Accounting Branch Chief

CORRESP
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    Unassociated Document

AGREE REALTY CORPORATION

31850 Northwestern Highway

Farmington Hills, MI  48334

(248) 737-4190

(248) 737-9110  Fax

June 16, 2011

VIA EDGAR

Mr. Kevin Woody, Accounting Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Agree Realty Corporation (the “Company”)

Form 10-K for Fiscal Year Ended December 31, 2010, filed March 15, 2011

File No. 001-12928

Dear Mr. Woody:

This correspondence is our response to your comment letter dated June 2, 2011, regarding the Company’s filings with the Commission referenced above.  For your convenience, your comments are reproduced in italics before the Company’s responses thereto.

***

Form 10-K for the year ended December 31, 2010

Form 10-K for the Fiscal Year Ended December 31, 2010

Properties, page 18

1.

In future periodic filings, please expand your disclosure of your leasing activities for the most recent period, including a discussion of the volume of new or renewed leases, average rents or yields, and, where applicable, average tenant improvement costs, leasing commissions and tenant concessions.  To the extent you have material lease expirations in the next year, please include disclosure regarding the relationship of rents on expiring leases to market rents.

Response

We will include in our appropriate periodic filings with the Commission disclosure substantially similar to the following:

Mr. Kevin Woody, Accounting Branch Chief

June 16, 2011

Page 2

“During the year ended December 31, 2011, we leased or re-leased XX square feet of space, with a weighted average term of XX years for total annualized base rent of approximately $X million.  During that period, total tenant improvements for such leases were $XX and total lease commissions were $XX.  Annualized base rent under such leases were $X.XX per square foot, or X.X% higher/lower than under the previous leases.”

Historically, rent concessions on our properties have been immaterial.  If our rent concessions become material in the future, we will disclose the amount of our rent concessions in our appropriate periodic filings with the Commission.

We include detailed disclosure about our lease expirations in the table under “Properties—Lease Expirations” in our Annual Report on Form 10-K.  We believe the disclosure above, which provides information on previous annualized base rents compared to annualized base rents under leases signed in the reported period, would enable readers to better assess the relationship of rents on expiring leases to market rents.  We will also include disclosure regarding the relationship of rents on expiring leases to market rents to the extent we believe such relationship would be materially different than the leasing activity disclosed above with respect to the most recent reported period.

Development and Acquisition Summary, page 18

2.

We note that during 2010 you acquired or developed 13 total properties.  In future periodic filings please include capitalization rates for material acquisitions and/or dispositions of properties.  Please disclose how you calculate capitalization rates for these purposes.

Response

If and when our aggregate acquisitions or dispositions during any reporting period are material, we will disclose in appropriate periodic filings with the Commission the weighted average capitalization rate for such acquisitions or dispositions and explain how the rate was calculated.  For these purposes, we intend to calculate the capitalization rate on aggregate acquisitions or dispositions by dividing the property net operating income by the purchase or sale prices.

3.

In future periodic filings, please also include development and redevelopment expenditures on a per square foot basis.  In addition, please provide a brief description of how you calculate the amount, including whether leasing costs are included.

Response

In our appropriate periodic filings with the Commission, we will include substantially the following disclosure about development and redevelopment expenditures:

“During 2010, we completed the following developments and redevelopments:

Tenant(s)

Location

Cost (1)

Cost Per Square Foot

Walgreen (drug store) (2)

Ann Arbor, Michigan

$3.1 million

$227.11

Walgreen (drug store)

Atlantic Beach, Florida

$3.6 million

$248.65

Walgreen (drug store)

St. Augustine Shores, Florida

$3.7 million

$249.66

Dick’s Sporting Goods (retail store)

Boynton Beach, Florida

$3.7 million

$84.49

___________

(1)

All costs related to planning, development and construction of buildings prior to the date they become operational, including interest and real estate taxes during the construction period, are capitalized for financial purposes. Leasing costs associated with the lease up of development properties are not included in development costs.  See Note 2 to our Consolidated Financial Statements.

(2)

Property subject to long-term ground lease where a third-party owns the underlying land and has leased the property to us to construct a building for lease.

Mr. Kevin Woody, Accounting Branch Chief

June 16, 2011

Page 3

Annualized Base Rent of Our Properties, page 21

4.

On page 21, you have disclosed total annualized base rental revenue for your properties.  In future filings, please also provide the average effective annual rental per square foot and clarify how your rental disclosures take into accounts tenant concessions and abatements.

Response

In our appropriate periodic filings with the Commission, we will include information in the table under “Properties—Lease Expirations” regarding base rental revenue on a per square foot basis for our properties, which includes the effect of straight-line rent. Tenant concession and abatement amounts are immaterial to our financial statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Funds from Operations, page 34

5.

We note your disclosure on page 35 that your total dividend paid for 2010 was $2.04 per share.  We have also calculated your FFO in 2010 to be roughly $1.76 per diluted share.  Given that your dividend payout exceeded your funds from operations, in future periodic reports please describe whether your current level of dividend is sustainable.  To the extent that there is a material risk of your dividend changing, in future periodic reports please provide appropriate disclosure in the risk factors and in the MD&A.

Response

In connection with the preparation of our financial statements for the year ended December 31, 2010, we recorded an $8.14 million non-cash impairment charge.  The impairment charge pertained to the bankruptcy filing by our tenant, Borders Group, Inc. in February 2011 and related to six Borders properties.  This non-cash impairment charge reduced our Funds from Operations by approximately $.85 per share and caused the deficiency between our dividends paid per share of $2.04 and reported Funds from Operations per share of $1.76.  If such a deficiency occurs in the future, we will disclose in our future periodic filings with the Commission the circumstances surrounding the sustainability of our dividend.

In addition, in future periodic reports we will disclose any material risk that our dividend rate will change.  In addition, we will direct the reader of our periodic reports to the appropriate risk factors and MD&A disclosures surrounding our dividend policies.

Mr. Kevin Woody, Accounting Branch Chief

June 16, 2011

Page 4

Financial Statements

Consolidated Balance Sheets, page F-3

6.

Please explain to us the circumstances that lead you to record $8.2 million in lease intangible costs during 2010.  To the extent these assets were acquired as part of a business combination, explain to us how you have met the disclosure requirements of ASC Topic 805-10-50.

Response

We recorded $8.2 million in lease intangibles during 2010 due to the purchase of nine single-tenant properties with an “in-place” lease. The fair value of these “in-place” leases were accounted for in accordance with FASB ASC Topic 805-20-25-12, which requires that if the acquirer is a lessor, that they recognize an asset or liability if the terms of an acquired operating leases are favorable or unfavorable compared with the market terms of leases of the same or similar items at the acquisition date. In addition, this lease intangible represents the value of the economic benefit associated with the building being leased because the acquirer would avoid costs necessary to obtain lessees (e.g., sales commissions or other lease incentive costs).

The disclosure requirements of FASB ASC Topic 805-10-50-2 (a) through (g) are not relevant to the purchase of a single-tenant real estate property and is not presented by other filers within our industry peer group.

We concluded that the amounts to be disclosed under FASB ASC Topic 805-10-50-2(h) (1) through (3) were not material to the financial statements.  However, we will include in our appropriate future periodic filings with the Commission disclosure for material transactions substantially similar to the following:

“Total revenues of $XX and income before discontinued operations of $XX are included in the 2011 consolidated income statement for the aggregate 2011 acquisitions.

The following pro forma total revenue and income from continuing operations including 2011 acquisitions in aggregate, assumes the acquisitions had taken place on January 1, 2011 for the 2011 pro forma information, and on January 1, 2010 for the 2010 pro forma information:

Total Revenue

Income before Discontinued Operations

Supplemental pro forma for the year ended December 31, 2011 (1)

$

XX

$

XX

Supplemental pro forma for the year ended December 31, 2010 (1)

$

XX

$

XX

 (1) This unaudited pro forma supplemental information does not purport to be indicative of what our operating results would have been had the acquisitions occurred on January 1, 2011 or January 1, 2010, and may not be indicative of future operating results. Certain assets acquired were placed in service during 2011 and 2010, thus the pro forma information includes only results from the date the assets were placed in service.”

Mr. Kevin Woody, Accounting Branch Chief

June 16, 2011

Page 5

Notes to Consolidated Financial Statements

2.  Summary of Significant Accounting Policies

Investments in Real Estate - Carrying Value of Assets, page F-10

7.

We note that you capitalize direct and indirect costs such as interest and property taxes incurred to ready the assets for their intended use.  Please clarify what other types of direct and indirect costs are capitalized beyond interest and property taxes.  In regards to indirect costs, if you capitalize soft costs such as payroll and other G&A costs, please tell us the methodology utilized to determine the amounts to be allocated to each specific asset.  In addition please tell us the amount of payroll that was either capitalized or deferred in the past three years.

Response

We confirm that in addition to interest and property taxes, other direct costs include: municipal fees, permits, architecture and engineering costs, and other professional fees incurred as a result of the specific development projects. Indirect costs include payroll for those individuals directly responsible for development and construction activities. Payroll is allocated to development projects based on development and construction personnel time allocations.

We capitalize development personnel salaries in accordance with FASB ASC 970-360-25-2 and FASB ASC 970-360-25-3, which state the following:

“Project costs clearly associated with the acquisition, development, and construction of a real estate project shall be capitalized as a cost of that project.  Indirect project costs that relate to several projects shall be capitalized and allocated to the projects to which the costs relate. Indirect costs that do not clearly relate to projects under development or construction, including general and administrative expenses, shall be charged to expense as incurred.”

For the years ended December 31, 2010, 2009 and 2008, we capitalized $124,500, $85,750 and $126,000, respectively, of development personnel salaries and related costs, which amounts are immaterial to our financial statements.

Purchase Accounting for Acquisitions of Real Estate, page F-11

8.

Please tell us and disclose your accounting policy regarding below market lease intangibles, including whether you have included below market lease renewals within your estimated amortization period. Within your response, please tell us management’s process for determining whether a lease includes a below market renewal option and how management determines the likelihood of the tenant exercising this option.

Response

We analyzed all “in-place” leases for the nine acquired properties under ASC Topic 805-20-25-12 and concluded that there were no acquired operating leases that were unfavorable compared with the market terms of leases of the same or similar items at the acquisition date. As a result of this conclusion, and since base rent increased for each of these leases during the lease term, we do not believe that any of these leases contained below market lease renewal options.

Mr. Kevin Woody, Accounting Branch Chief

June 16, 2011

Page 6

Proxy Statement on Schedule 14A filed March 25. 2011

Determining Compensation for Named Executive Officers, page 16

9.

We note that in 2010 your compensation committee used the 2010 NAREIT Compensation and Benefits Survey to provide it with relevant market data regarding compensation.  Please tell us whether you engaged in benchmarking your compensation against other peer companies using market data.  To the extent that you benchmarked your compensation, in future filings please disclose the target ranges for each element of your compensation in comparison to your peer group and whether the actual amounts paid fell within those ranges.

Response

We do not engage in benchmarking compensation. Our Compensation Committee compares our overall executive compensation programs and total executive compensation for each individual with the compensation practices of other companies in our sector as disclosed in the NAREIT Annual Compensation Survey. To ensure that total compensation is competitive, our Compensation Committee uses the results of the comparison to establish general compensation guidelines. However, our Compensation Committee does not apply a formula or assign the survey data relative weight. Instead it makes a determination for that individual after considering such results collectively.

***

Mr. Kevin Woody, Accounting Branch Chief

June 16, 2011

Page 7

Please note that the Company acknowledges the following:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We further understand that the Division of Enforcement has access to all information we provide to the staff of the Division of Corporation Finance in its review of our filing or in response to its comments on our filing.

If you need any additional information of if we can be of any further assistance, please call me at (248) 737-4190.

Very truly yours,

/s/ Alan D. Maximiuk

Alan D. Maximiuk

Vice President, Chief Financial Officer and Secretary

cc:

Securities and Exchange Commission

Robert Telewicz

Adam Turk

Sonia Barros

DLA Piper LLP (US)

Jeffrey M. Sullivan

Kerry E. Johnson

Baker Tilly Virchow Krause, LLP

Scott Riser

CORRESP
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    Unassociated Document

      AGREE
REALTY CORPORATION

      31850
Northwestern Highway

      Farmington
Hills, Michigan  48334

      November
13, 2009

      VIA
EDGAR AND FACSIMILE

      Securities
and Exchange Commission

      Division
of Corporation Finance

      100 F Street NE

      Mail Stop
4561

      Washington,
DC 20549

                Attn:

                Ms.
      Karen J. Garnett

                Re:

                Agree
      Realty Corporation (the “Company”)

      Registration Statement on Form
S-3

      File No. 333-161520

      Ladies
and Gentlemen:

      The Company hereby requests that the
effective date for the Registration Statement referred to above be accelerated
so that it will be declared effective at 3:00 p.m. on November 16, 2009, or as
soon as practicable thereafter, pursuant to Rule 461 of the Securities Act of
1933, as amended.

      The
Company confirms that no revisions were needed to be made to the Registration
Statement to reflect responses to the Commission’s comments issued related to
the Company’s periodic reports.

      The Company acknowledges that (i)
should the Commission or the staff of the Commission, acting pursuant to
delegated authority, declare the filing effective, such declaration does not
foreclose the Commission from taking any action with respect to the filing; (ii)
the action of the Commission or the staff of the Commission, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and (iii) the Company may not assert staff comments
and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United
States.

      Please
contact Jeffrey M. Sullivan of DLA Piper LLP (US) with any questions or comments
at (919) 786-2003.  Thank you for your assistance with this
filing.

                /s/ Kenneth R. Howe

                Name:

                Kenneth
      R. Howe

                Title:

                Vice
      President, Finance and Secretary

Mail Stop 3010         November 10, 2009  Mr. Kenneth R. Howe Vice President, Finance and Secretary Agree Realty Corporation 31850 Northwestern Highway Farmington Hills, Michigan 48334

   Re: Agree Realty Corporation
Form 10-K for the year ended December 31, 2008, filed March 13,   2009 Form 10-Q for the quarter ended March 31, 2009, filed May 8, 2009 Form 10-Q for the quarter ended June 30, 2009, filed August 7, 2009
Form 10-Q for the quarter ended September 30, 2009, filed November 4,
2009 File No. 001-12928

Dear Mr. Kenneth Howe:
 We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

        S i n c e r e l y ,

Jorge Bonilla  Senior Staff Accountant

CORRESP
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    Unassociated Document

    AGREE
REALTY CORPORATION

    31850
Northwestern Highway

    Farmington
Hills, MI  48334

    (248)
737-4190

    (248)
737-9110  Fax

    September
30, 2009

      VIA
EDGAR

    Mr. Jorge
Bonilla, Senior Staff Accountant

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

                Re:

                Agree
      Realty Corporation (the
“Company”)

      Form 10-K
for Fiscal Year Ended December 31, 2008, filed March 13, 2009

      Form 10-Q
for Quarterly Period Ended March 31, 2009, filed May 8, 2009

      Form 10-Q
for Quarterly Period Ended June 30, 2009, filed August 7,
2009

    Definitive
Proxy Statement on Schedule 14A, filed May 11, 2009

      File No.
001-12928

    Dear Mr.
Bonilla:

    This
correspondence is our response to your comment letter dated September 22, 2009,
regarding the Company’s filings with the Commission referenced
above.  For your convenience, your comments are reproduced in italics
before the Company’s responses thereto.

    ***

      Form 10-K for the Year Ended
December 31, 2008

      Item 5 – Market for
Registrant’s Common Equity, Related Stockholder Matters, page
17

                1.

                We
      note that net income was less than dividends per share in fiscal
      2008.  Please tell us the source of all funds used to pay
      distributions during the fiscal year.  To the extent that you
      use funds other than cash from operating activities to fund distributions,
      please disclose the amounts and the sources in your future
      filings.

    Response

    The
Company utilized only cash from operating activities to pay all 2008
dividends.  Cash provided from operating activities was $21,930,372
for 2008.  Dividends and limited partner distributions for 2008 were
$16,918,952.  In the future, should funds other than those from
operations be used to pay dividends, the Company will disclose that fact in its
Commission filings.

      Mr. Jorge
Bonilla, Senior Staff Accountant

      September
30, 2009

      Page
2

    Item 9A – Controls and
Procedures, Page 27

                2.

                We
      note that management identified a material weakness in your internal
      control over financial reporting.  Please tell us why there were
      no changes in your internal control over financial reporting during the
      fiscal year to address the material weakness.  We also note
      disclosure in your 10-Q for the quarter ended June 30, 2009, which
      indicates that there have been no changes in your internal control over
      financial reporting.

    Response

    The
Company first reported a material weakness in internal control over financial
reporting in its 2004 Form 10-K filed on March 14, 2005.  The internal
control weakness was the result of our chief financial officer being the only
employee with significant knowledge of generally accepted accounting principles
and the only employee in charge of the general ledger, preparation of
reconciliations, selection of accounting principles and preparation of interim
and annual financial statements. On February 28, 2005, the Company employed
eight employees.

    Due to
(a) the Company’s small number of employees, (b) the fact that significant
knowledge of generally accepted accounting principles continued to reside
primarily with the chief financial officer and (c) the Company’s balancing of
the costs and benefits of hiring additional accounting staff (including investor
expectation of financial performance by the Company), the internal control
weakness continued through 2008.

    Upon the
recommendation of its audit committee and in connection with an increase in the
number of properties held under management, the Company hired a director of
finance in 2008 and commenced establishing internal accounting control standards
that would meet the requirements of PCAOB Auditing Standard No.
5.  The Company has made significant steps in this process and
currently does not expect to report a material weakness in internal control in
its Form 10-Q for the quarter ended September 30, 2009.  In future
applicable filings with the Commission, the Company will disclose any identified
change in its internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, its internal control
over financial reporting.

    Report of Independent
Registered Public Accounting Firm on Agree Realty Corporation’s Internal Control
over Financial Reporting, Page 28

                3.

                We
      note that your auditors’ report includes the definition of Material
      Weakness that is consistent with PCAOB Auditing Standard No. 2 rather than
      PCAOB Auditing Standard No. 5 (AS 5) which was effective pursuant to SEC
      Release No. 34-56152.  Please confirm that the conclusions
      reached by you and your auditors were based upon AS 5 and that you will
      revise your disclosure in future filings to be consistent with AS
      5.

    Response

    The
Company confirmed with its auditors, Baker Tilly Virchow Krause, LLP, that the
conclusions reached by its auditors were based upon AS 5 and that future
auditors’ reports will be consistent with AS 5.

        Mr. Jorge
Bonilla, Senior Staff Accountant

        September
30, 2009

        Page
3

    Financial Statements and
Notes

                4.

                We
      note on page 25 of the Definitive Proxy Statement dated March 26, 2009
      that it appears you disclosed a related party transaction with Bodman,
      LLP.  Please tell us what consideration you gave to disclosing
      the transaction in this Form 10-K as required by SFAS
  57.

    Response

    The
Company disclosed the transaction in the proxy statement because the transaction
involved a member of the Company’s board of directors, Mr. Leon Schurgin, and
may have been responsive to Item 404 of Regulation S-K.  Nevertheless,
the Company did not consider the fees paid to Bodman, LLP to be material in
relation to the Company’s financial position and results of operation and thus
did not report the fees in the Company’s financial statements.  In
connection with future Commission filings, the Company will continue to consider
the applicability of SFAS 57 with regard to related party
transactions.

    Note 2 –
Summary of
Significant Accounting Policies

    Minority
Interest, Page
F-12

                5.

                Please
      describe the conversion features of the OP units, and clarify whether
      these securities are redeemable at the option of the holder or upon the
      occurrence of an event that is not solely with your
      control.  Also tell us how you considered EITF Topic
      D-98.

    Response

    The
consolidated financial statements of the Company include ownership interests
held by owners other than the Company, or non-controlling
interests.  Such ownership interests are partnership units in the
Company’s operating partnership (the OP units). Pursuant to SFAS No. 160,
the Company reports the OP units as non-controlling interests on its
consolidated balance sheet within equity but separately from stockholders’
equity.  The current holders of the outstanding OP units have the
right to convert the OP units into shares of common stock of the
Company.  The Company, in its discretion, may (but it is not required
to) satisfy the conversion by purchasing the OP units for cash. EITF Topic D-98
requires securities redeemable for cash or other assets at the option of the
holder, not solely within the control of the issuer, be classified as redeemable
non-controlling interests outside of permanent equity in the consolidated
balance sheet.  In considering EITF Topic D-98, the Company also
examined the guidance in EITF 00-19 and concluded that, because the holders of
the OP units only have the right to convert the units for shares of common stock
and do not have the right to require the Company to redeem the OP units for cash
or other assets, the guidance in EITF Topic D-98 does not apply to the OP
units.  In other words, consistent with EITF 00-19, the Company
determined that it controlled the actions or events necessary to issue the
maximum number of shares that could be required to be delivered upon conversion
of the OP Units.

        Mr. Jorge
Bonilla, Senior Staff Accountant

        September
30, 2009

        Page
4

    Exhibit
4.4

              6.

              The
      front cover page of the third amended and restated line of credit
      indicates that the line of credit is in the amount of $50
      million.  Your disclosure on page 24 discloses the credit line
      as $55 million.  Please tell us the reason for the $5 million
      difference.

    Response

    On April
25, 2008, the Company entered into an amendment to its credit agreement with its
current lenders to increase the amount available under the line of credit from
$50 million to $55 million.  No other terms and or conditions were
changed as a result of the amendment, and the Company did not consider the
amendment to be material.  The Company will file the amendment to the
credit agreement as an exhibit to its Form 10-Q for the quarter ended September
30, 2009.

    DEFINITIVE PROXY STATEMENT
ON SCHEDULE 14A FILED MAY 11, 2009

    Long Term Incentive
Compensation, Page 14

              7.

              We
      note that the committee considers several factors, including company
      performance, individual responsibilities and performance, stock
      performance, and market factors.  Please elaborate on the
      factors considered, as disclosed on page 14 and provide us with a
      discussion of each named officer’s achievement within the consideration
      parameters that lead to his/her
award.

    Response

    The
Committee’s compensation determinations regarding long-term equity incentive
awards are based solely on a subjective analysis from the perspective of the
Committee, as the Committee does not utilize specific performance targets or
other objective measures for evaluating individual performance.  In
general, the Committee considers, among other things, the Company’s performance,
the responsibilities and performance of the executive (primarily based on
discussions with Richard Agree, the Company’s Chairman and Chief Executive
Officer), the Company’s stock price performance, and other market factors,
including the data provided by the NAREIT Survey.  For 2008, the
Committee considered the following factors in determining long-term equity
incentive awards: (1) in 2008, the Company completed seven development projects
totaling approximately 100,000 square feet of gross leasable space for the
Company’s portfolio; (2) in 2008, during a difficult leasing and retail
environment, the Company’s total portfolio remained 99% occupied; and (3) the
Company maintained a 100% cash dividend solely from cash flow from operations
and did not reduce the dividend during 2008 or satisfy the dividend with shares
of common stock.  In future proxy statement filings, the Company will
disclose specific items that the Committee considered when determining the
long-term incentive awards.

      FORM 10-Q FOR THE SIX MONTHS
ENDED JUNE 30, 2009

              Consolidated
      Statements of Cash Flows, Page
6

              8.

              Please
      tell us how your reconciliation of Net Income Attributable to Agree Realty
      Corporation to cash flows provided by operating activities complies with
      paragraph 28 of SFAS 95 which requires companies to reconcile from net
      income.

        Mr. Jorge
Bonilla, Senior Staff Accountant

        September
30, 2009

        Page
5

    Response

              The
      Company’s reconciliation of cash flows provided by operating activities
      does not strictly comply with paragraph 28 of SFAS 95 in that the
      reconciliation commences with net income attributable to Agree Realty
      Corporation.  However, there was no effect on cash flow from
      operations reported in the cash flow statement. In the future
      Commission filings, the Company will reconcile commencing with net income
      (which includes income attributable to non-controlling interests) and will
      not separately disclose in its reconciliation income attributable to
      non-controlling interests.

              Item 2 – Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations

              Funds from Operations,
      Page 20

              9.

              We
      note that you calculate Funds from Operations (FFO) based on the NAREIT
      definition which begins with net income in accordance with
      GAAP.  However, it appears that net income as presented in you
      reconciliation is equal to net income attributable to Agree Realty
      Corporation.  Please tell us how your presentation complies with
      the NAREIT definition.

    Response

    The
Company’s reconciliation commenced with net income attributable to Agree Realty
Corporation and added back net income attributable to non-controlling interests,
instead of commencing with net income (which includes income attributable to
non-controlling interest).  While the reconciliation was not in strict
compliance with the NAREIT definition, there was no effect on reported
FFO.  In future Commission filings, we will comply with the NAREIT
definition and start our reconciliation with net income (which includes income
attributable to non-controlling interests) and not separately disclose in its
reconciliation income attributable to non-controlling interests.

    ***

        Mr. Jorge
Bonilla, Senior Staff Accountant

        September
30, 2009

        Page
6

      Please
note that the Company acknowledges the following:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filings;

              ·

              staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filings; and

              ·

              the
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    Please
contact me if you have any additional questions.

              Very
      truly yours,

              /s/ Kenneth
      R. Howe

              Kenneth
      R. Howe

              Vice
      President, Finance

              cc:

              Securities
      and Exchange Commission

       Jaime
John

    Duc
Dang

    DLA Piper LLP (US)

       Jeffrey M.
Sullivan

    Baker Tilly Virchow Krause,
LLP

       Scott
Riser

Mail Stop 3010         September 23, 2009  Mr. Kenneth R. Howe Vice President, Finance and Secretary Agree Realty Corporation 31850 Northwestern Highway Farmington Hills, Michigan 48334

   Re: Agree Realty Corporation
Registration Statement on Form S-3
File No. 333-161520 Filed August 24, 2009

Dear Mr. Kenneth Howe:

We have limited our review of the above-referenced filing to those issues we have
addressed in our comments.  Where indicat ed, we think you should revise your document
in response to these comments.  If you disagr ee, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. As you know, we are reviewing your Form  10-K for the fiscal year ended
December 31, 2008 and Form 10-Q’s for the quarters ended March 31, 2009 and
June 30, 2009, and have issued comments in  connection with our review.  Please
confirm that you will amend th is registration statement as appropriate to reflect
your responses to any comments we have issu ed related to the pe riodic reports.  In
addition, please note that we will not be in  a position to declare this registration
statement effective until we have resolved  all comments on your periodic reports.

Mr. Kenneth R. Howe,Vice President
Agree Realty Corporation
September 23, 2009 Page 2

*****

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

Mr. Kenneth R. Howe,Vice President
Agree Realty Corporation
September 23, 2009
Page 3

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.

Please contact Duc Dang at (202) 551- 3386 or the undersigned at (202) 551-3785
with any questions.

     S i n c e r e l y ,

 Karen J. Garnett
Assistant Director
cc: Jeffrey M. Sullivan, Esq. (via facsimile)

Mail Stop 3010         September 22, 2009  Mr. Kenneth R. Howe Vice President, Finance and Secretary Agree Realty Corporation 31850 Northwestern Highway Farmington Hills, Michigan 48334

   Re: Agree Realty Corporation
Form 10-K for the year ended December 31, 2008, filed March 13,   2009 Form 10-Q for the quarter ended March 31, 2009, filed May 8, 2009 Form 10-Q for the quarter ended June 30, 2009, filed August 7, 2009
File No. 001-12928

Dear Mr. Kenneth Howe:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your documen t in future filings in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 Item 5 - Market for Registrant’s Common E quity, Related Stockholder Matters, page 17

 1. We note that net income was less than di vidends per share in fiscal 2008.  Please
tell us the source of all funds used to pa y distributions during th e fiscal year.  To
the extent that you use funds other than  cash from operating activities to fund
distributions, please disclose the amounts a nd the sources in your future filings.

Kenneth Howe
Agree Realty Corporation September 22, 2009 Page 2  Item 9A - Controls and Procedures, page 27

 2. We note that management identified a mate rial weakness in your internal control
over financial reporting.  Pl ease tell us why there were no changes in your internal
control over financial reporting during th e fiscal year to address the material
weakness.  We also note disclosure in  your 10-Q for the quarter ended June 30,
2009, which indicates that there have been  no changes in your internal control
over financial reporting.
 Report of Independent Registered Pu blic Accounting Firm on Agree Realty

Corporation’s Internal Control over Financial Reporting, page 28
 3. We note that your auditors’ report include s the definition of Material Weakness
that is consistent with PCAOB Auditi ng Standard No. 2 rather than PCAOB
Auditing Standard No. 5 (AS 5) which wa s effective pursuant to SEC Release No.
34-56152.  Please confirm that the conclusi ons reached by you and your auditors
were based upon AS 5 and that you will revise your disclosure in future filings to
be consistent with AS 5.
 Financial Statements and Notes

4. We note on page 25 of the Definitive Proxy Statement dated March 26, 2009 that
it appears you disclosed a rela ted party transaction with Bodman LLP.  Please tell
us what consideration you gave to disclo sing the transaction in  this Form 10-K as
required by SFAS 57.
 Note 2 – Summary of Significant Accounting Policies

 Minority Interest, page F-12

 5. Please describe the conversion features of  the OP units, and clarify whether these
securities are redeemable at the option of the holder or upon the occurrence of an
event that is not solely within your contro l.  Also tell us how you considered EITF
Topic D-98.
 Exhibit 4.4

 6. The front cover page of the third amended a nd restated line of credit indicates that
the line of credit is in the amount of $50 million.  Your disclosure on page 24
discloses the credit line as $55 million.  Please tell us the reason for the $5 million
difference.
 DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED MAY 11, 2009

Kenneth Howe
Agree Realty Corporation September 22, 2009 Page 3  Long Term Incentive Compensation, page 14

 7. We note that the committee considers several factors, including company
performance, individual re sponsibilities and performan ce, stock performance, and
market factors.  Please elaborate on the f actors considered, as disclosed on page
14 and provide us with a discussion of each named officer’s achievement within the consideration parameters th at lead to his/her award.
 FORM 10-Q FOR THE SIX M ONTHS ENDED JUNE 30, 2009

 Consolidated Statements of Cash Flows, page 6

 8. Please tell us how your reconc iliation of Net Income Attr ibutable to Agree Realty
Corporation to cash flows provided by  operating activities complies with
paragraph 28 of SFAS 95 which requires companies to reconcile from net income.
 Item 2 - Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Funds from Operations, page 20

9. We note that you calculate Funds from Operations (FFO) based on the NAREIT
definition which begins with net income  in accordance with GAAP.  However, it
appears that net income as presented in your reconciliation is equal to net income
attributable to Agree Realty Corporati on.  Please tell us how  your presentation
complies with the NAREIT definition.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Detailed responses
greatly facilitate our review.  Please understand that we ma y have additional comments
after reviewing your amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Kenneth Howe
Agree Realty Corporation September 22, 2009 Page 4   In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Jaime John at (202 ) 551-3445 or me at (202) 551-3414 if you
have questions regarding comments on the fi nancial statements and related matters.
Please contact Duc Dang at (202) 551-3386 with any other questions.

Sincerely,

Jorge Bonilla Senior Staff Accountant

Mail Stop 4561

December 12, 2007

 VIA USMAIL and FAX (248) 737 - 9110   Mr. Kenneth R. Howe Vice President and Chief Financial Officer Agree Realty Corporation 31850 Northwestern Highway Farmington Hills, Michigan 48334
Re: Agree Realty Corporation
  Form 10-K for the year ended 12/31/2006
Filed on 3/14/2007
File No. 001-12928

Dear Mr. Kenneth R. Howe:
We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

        S i n c e r e l y ,

Linda Van Doorn Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

corresp

Agree Realty Corporation

31850 Northwestern Highway

Farmington Hills, Michigan 48334

November 15, 2007

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Agree Realty Corporation

Form 10-K for the year ended December 31, 2006

Filed March 14, 2007

File Nos. 001-12928

Ladies and Gentlemen:

     This letter is in response to the Staff’s comment letter dated November 5, 2007 (the “Letter”)
to Kenneth R. Howe, Vice President and Chief Financial Officer of Agree Realty Corporation (the
“Company”), regarding the Company’s Annual Report on Form 10-K for the year ended December 31,
2006. In response to the Staff’s comment, please be advised as follows:

Form 10-K for the year ended December 31, 2006

Certifications

    1.

    We note that your certifications were not filed in the exact form as outlined in Item
601(B)(31)(i) of Regulation S-K. Some of the discrepancies include replacing the word
“report” with “annual report”, omission of introductory language referring to internal control
over financial reporting in paragraph 4, and inclusion of additional information in paragraph
6. Please amend your annual report to file certifications in the exact form as outlined in
Item 601(B)(31)(i) of Regulation S-K. Please note that your circumstances require a full
amendment to be filed.

Response:

     We will fully amend our Annual Report on Form 10-K for the year ended December 31, 2006 and
file therewith the certifications in the exact form set forth in Item 601(B)(31)(i) of Regulation
S-K. Further, we will include the certifications in the exact form set forth in Item 601(B)(31)(i)
of Regulation S-K in future filings.

Securities and Exchange Commission

November 15, 2007

Page 2

The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filings;

    •

    staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

    •

    the Company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

     If you have any further questions or comments, please call the undersigned at (248) 737-4190
(x226).

    Very truly yours,

    /s/ Kenneth R. Howe

    Kenneth R. Howe

    Vice President and Chief Financial Officer

cc: Michael S. Ben, Esq.

Mail Stop 4561

    November 5, 2007

 VIA USMAIL and FAX (248) 737 - 9110   Mr. Kenneth R. Howe Vice President and Chief Financial Officer Agree Realty Corporation 31850 Northwestern Highway Farmington Hills, Michigan 48334
Re: Agree Realty Corporation
  Form 10-K for the year ended 12/31/2006
Filed 3/14/2007 File Nos. 001-12928
 Dear Mr. Kenneth R. Howe:
We have reviewed your filing and have the following comment.  We have limited
our review to only the issues addressed below and will make no further review of your
document.  As such, all persons who are responsible for the adequacy and accuracy of the disclosure are urged to be certain that they have included all information required
pursuant to the Securities Exchange Act of 1934.
 Where indicated, we think you should revise  your document in response to this
comment.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.  After review ing this information, we may or may not
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosures in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Kenneth R. Howe
Agree Realty Corporation
November 5, 2007 Page 2  FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006

 Certifications

1. We note that your certifications were not filed in the exact form as outlined in
Item 601(B)(31)(i) of Regulation S-K.   Some of the discrepancies include
replacing the word “report” with “annual report”, omission of introductory
language referring to internal control over financial reporting in paragraph 4, and
inclusion of additional info rmation in paragraph 6.  Please amend your annual
report to file certifications in the exact form as outlined  in Item 601(B)(31)(i) of
Regulation S-K.   Please note that your circumstances require a full amendment to be filed.

*    *    *    *

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please submit a response letter on EDGAR that keys your response to our comment and provides any requested information.
Detailed response letters great ly facilitate our review.  Please understand that we may
have additional comments after revi ewing your response to our comment.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all

Kenneth R. Howe
Agree Realty Corporation November 5, 2007 Page 3  information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.     You may contact Wilson K. Lee, at (202) 551-3468 or me, at (202) 551-3498 if
you have questions.               Sincerely,
    Linda Van Doorn     Senior Assistant Chief Accountant