SecProbe.io

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 VIA EDGAR

 Ms. Catherine De Lorenzo

 Ms. Pamela Long

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549-3561

 December 8, 2025

 Re:
 Bluerock Homes Trust, Inc. (the "Registrant")

 Registration Statement on Form S-11 (File No. 333-290772)

 Submitted November 18, 2025

 Dear Ms. De Lorenzo and Ms. Long:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, the Registrant respectfully requests acceleration of effectiveness of its registration statement
on Form S-11, as amended (File No. 333-290772), to 12:00 p.m., Eastern Time, on Wednesday, December 10, 2025, or as soon as practicable
thereafter.

 In connection with this request,
the Registrant acknowledges that:

 (1) should the Securities and
Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing;

 (2) the action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

 (3) the Registrant 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.

 The Registrant requests that
it be notified of such effectiveness by a telephone call to Jason Emala, Chief Legal Officer of the Registrant, at (551) 223-2489, or
Kathryn A. Lawrence of Williams Mullen, outside counsel to the Registrant, at (804) 385-8981.

 Very truly yours,

 BLUEROCK HOMES TRUST, INC.

 By:
 /s/ Jason Emala

 Name:
 Jason Emala

 Title:
 Chief Legal Officer and Secretary

December 5, 2025
Christopher J. Vohs
Chief Financial Officer
Bluerock Homes Trust, Inc.
919 Third Avenue
40th Floor
New York, NY 10022
Re:Bluerock Homes Trust, Inc.
Form 10-K for the fiscal year ended December 31, 2024
File No. 001-41322
Dear Christopher J. Vohs:
            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

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VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

 Attn: Ms. Kellie Kim

Mr. Isaac Esquivel

Office of Real Estate &
Construction

    Re:
    Bluerock Homes Trust, Inc.

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

    Commission File No. 001-41322

Ladies and Gentlemen:

This letter is submitted on
behalf of Bluerock Homes Trust, Inc. (the “Company”), in response to a comment received from the staff of the Division
of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”),
Office of Real Estate & Construction, by letter dated September 30, 2025 with respect to the Company’s Form 10-K for the fiscal
year ended December 31, 2024 filed with the Commission on March 20, 2025 (“Form 10-K”) and pursuant to a telephone
conversation with the Staff on September 23, 2025.

For your convenience, the
Company’s response is prefaced by the exact text of the Staff’s comment in bold, italicized text.

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

Notes to Consolidated Financial Statements

Note 3 - Acquisition of Real Estate, page F-15

 1. We note from your response dated September 5, 2025 to prior comment 1 that a lender unaffiliated
with the company financed the acquisition by funding $23.7M in first mortgage proceeds into title escrow. We further note that in your
letter dated August 1, 2025, your view that all debt secured by an acquired real estate operation at closing – whether existing
or in the form of new mortgage debt – should be excluded from the total investment as “assumed debt” for purposes of
your significance calculation. Your calculation of the investment test does not comply with Rules 1-02(w) and 3-14 of Regulation S-X.
Therefore, it appears that the acquisition of the real estate operation is significant, and financial statements are required under Rule
3- 14 of Regulation S-X.

Response:

The Company acknowledges the
Staff’s comment regarding the application of Rules 1-02(w) and 3-14 of Regulation S-X, and notes that on September 20, 2025, the
Staff granted the Company a waiver in accordance with Rule 3-13 of Regulation S-X, which permits the Company to omit the financial statements
required by Rule 3-14 of Regulation S-X and the pro forma information related to the Timberlin Acquisition.

***

If you have any questions
or comments regarding the foregoing, please contact the undersigned at 646-278-4225 or Sonia Barros with Sidley Austin LLP at 202-736-8387.

    Sincerely,

    /s/ Jason Emala

    Jason Emala

    Chief Legal Officer

    Bluerock Homes Trust, Inc.

cc: Sonia G. Barros, Sidley Austin LLP

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Kathy A. Lawrence

Direct Dial: 804.420.6016

klawrence@williamsmullen.com

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549-3561

 Attn: Ms. Catherine De Lorenzo

Ms. Pamela Long

    Re:
    Bluerock Homes Trust, Inc.

    Draft Registration Statement on Form S-11

    Submitted July 8, 2025

    CIK No. 0001903382

Ladies and Gentlemen:

This letter is submitted on
behalf of Bluerock Homes Trust, Inc. (the “Company”), in response to a comment received from the staff of the Division
of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”),
Office of Real Estate & Construction, by letter dated July 22, 2025 with respect to the Company’s Draft Registration Statement
on Form S-11 filed confidentially with the Commission on July 8, 2025 (the “Confidential Form S-11”).

For your convenience, the
Company’s responses are prefaced by the exact text of the Staff’s comments in bold, italicized text. The Company has provided
the additional disclosures requested by the Staff in the Company’s Registration Statement on Form S-11 filed publicly with the Commission
on October 8, 2025 (the “Form S-11”).

Draft Registration Statement on Form S-11

Cover Page

 1. Please revise here and elsewhere as applicable to clarify when broker-dealer selling commissions
may be reduced below 7.0%. For example, describe whether there are discounts for volume or any other such considerations that may affect
selling commissions. Please also clarify whether a reduction in selling commissions would affect the amount of distributions to be received
or fees to be paid by an investor.

Response:

The Company confirms that
the Form S-11 has been revised, as appropriate, to reflect the Company’s responses to the Staff’s comments on the Confidential
Form S-11. Specifically, the Company respectfully advises the Staff that on the cover page of the Form S-11, as well as in two instances
in the “Plan of Distribution” section on pages 176 and 177 of the Form S-11, the Company has added disclosure to identify
the following circumstances in which broker-dealer selling commissions on sales of Series B Redeemable Preferred Stock may be reduced
below 7.0%: (1) in connection with advisory transactions, on which no selling commissions will be payable, and (2) in connection with
any sale by a participating broker-dealer where such participating broker-dealer has elected to reduce or waive selling commissions to
below 7.0% at its own discretion. Each such instance has been further revised to expressly specify that no such reduction in selling commissions
will have any effect on the amount of any distributions to be received by the investor, nor on the amount of any fees to be paid by the
investor, and that the 7.0% selling commission will not be reduced based on volume purchases, nor for any other reason except as described
in the Form S-11.

Williams Mullen
Center | 200 South 10th Street, Suite 1600 Richmond, VA 23219 | P.O. Box 1320 Richmond, VA 23218

T 804.420.6000
F 804.420.6507 | williamsmullen.com | A Professional Corporation

Such additional disclosure
serves to supplement the existing disclosure in the “Plan of Distribution” section, which specifies that to the extent a participating
broker-dealer reduces its selling commissions below 7.0%, the Company will reduce the public offering price per share of Series B Redeemable
Preferred Stock on sales made by such participating broker-dealer by an amount equal to the reduction in commissions paid to such participating
broker-dealer, as exemplified in the table set forth on page 176 of the Form S-11. The “Plan of Distribution” section further
indicates that any such reduction in selling commissions will not affect the net proceeds payable to the Company in connection with such
sales. Finally, on page 177 of the Form S-11, the “Plan of Distribution” section provides further detail with respect to (a)
the fact that the Company will not pay selling commissions in connection with sales to investors whose contracts for investment advisory
and related brokerage services include a fixed or “wrap” fee feature, or sales otherwise made to a client of an investment
advisor through such advisor, (b) certain circumstances under which investors may agree with their participating broker-dealers to reduce,
down to zero, the amount of selling commissions payable with respect to the sale of their shares, and (c) the applicability of, and the
right of the dealer manager to reduce, placement fees payable in connection with sales pursuant to such fixed or “wrap” fee
arrangements.

The Company respectfully believes
that the expanded disclosure added to the Form S-11, coupled with the existing disclosure in the “Plan of Distribution” section
thereof, offers clarity with respect to both the circumstances in which broker-dealer selling commissions on sales of Series B Redeemable
Preferred Stock may be reduced below 7.0%, and the fact that such reductions will not affect the amount of any distributions to be received,
nor the amount of any fees to be paid, by the investor.

General

 2. We note that you have an outstanding comment on your Form 10-K for the fiscal year ended December
31, 2024. Please be advised that we will not be in the position to declare your registration statement on Form S-11 effective until all
comments on your Exchange Act filing are resolved.

Response:

The Company acknowledges the
Staff’s comment on the Company’s Form 10-K for the fiscal year ended December 31, 2024 (the “2024 10-K”),
which comment pertained to the Company’s acquisition of Avenue at Timberlin Park on July 31, 2024 and the Company’s determination
that it was unnecessary to provide audited financial statements and pro forma financial information for the acquisition. The Company respectfully
notes that on September 20, 2025, the Staff granted the Company a waiver in accordance with Rule 3-13 of Regulation S-X, which permits
the Company to omit the financial statements required by Rule 3-14 of Regulation S-X and the pro forma information related to the Avenue
at Timberlin Park acquisition, and the Company believes it has resolved all comments raised by the Staff in connection with the 2024 10-K.

The
Company respectfully believes that the proposed disclosure added to the Form S-11, and the supplemental information contained herein,
are responsive to the Staff’s comments. If you have any questions or comments regarding the foregoing, please contact the undersigned
at 804-420-6016.

    Sincerely,

    /s/ Kathryn A Lawrence

    Kathryn A Lawrence

 cc: R. Ramin Kamfar, Bluerock Homes Trust, Inc.

Jason Emala, Esq., Bluerock Homes Trust, Inc.

Richard P. Cunningham, Esq., Williams Mullen

Sonia G. Barros, Esq., Sidley Austin LLP

September 30, 2025
Christopher J. Vohs
Chief Financial Officer
Bluerock Homes Trust, Inc.
919 Third Avenue
40th Floor
New York, NY 10022
Re:Bluerock Homes Trust, Inc.
Form 10-K for the fiscal year ended December 31, 2024
Response dated September 5, 2025
File No. 001-41322
Dear Christopher J. Vohs:
            We have reviewed your September 5, 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.
Form 10-K for the fiscal year ended December 31, 2024
Notes to Consolidated Financial Statements
Note 3 - Acquisition of Real Estate, page F-15
1.We note from your response dated September 5, 2025 to prior comment 1 that a
lender unaffiliated with the company financed the acquisition by funding $23.7M in
first mortgage proceeds into title escrow. We further note that in your letter dated
August 1, 2025, your view that all debt secured by an acquired real estate operation at
closing – whether existing or in the form of new mortgage debt – should be excluded
from the total investment as “assumed debt” for purposes of your significance
calculation. Your calculation of the investment test does not comply with Rules 1-
02(w) and 3-14 of Regulation S-X. Therefore, it appears that the acquisition of the
real estate operation is significant, and financial statements are required under Rule 3-
14 of Regulation S-X.

September 30, 2025
Page 2
            Please contact Kellie Kim at 202-551-3129 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

    Attn:
    Ms. Kellie Kim

    Mr. Isaac Esquivel

Office of Real Estate &
Construction

    Re:
    Bluerock Homes Trust, Inc.

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

    Commission File No. 001-41322

Ladies and Gentlemen:

This letter is submitted on
behalf of Bluerock Homes Trust, Inc. (the “Company”), in response to a comment received from the staff of the Division
of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”),
Office of Real Estate & Construction, by letter dated August 21, 2025 with respect to the Company’s Form 10-K for the fiscal
year ended December 31, 2024 filed with the Commission on March 20, 2025 (“Form 10-K”) and pursuant to a telephone
conversation with the Staff on September 3, 2025.

For your convenience, the
Company’s response is prefaced by the exact text of the Staff’s comment in bold, italicized text.

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

Notes to Consolidated Financial Statements

Note 3 - Acquisition of Real Estate, page F-15

1. We note your response to our prior comment. Please clarify for us the consideration transferred
in the acquisition. Also, tell us if any existing debt on the property acquired was paid down in the transaction.

Response:

The Company respectfully advises
the Staff that the consideration transferred in the acquisition of the Avenue at Timberlin Park property was $11,055,105, comprised of
(a) $10,140,000 transferred by the Company to title escrow and (b) $1,344,223 in closing costs incurred by the Company in connection with
the acquisition, reduced by (c) a buyer credit of $429,125 for prorated revenue and expenses such as rent, taxes and utilities. In addition,
a lender unaffiliated with the Company financed the acquisition by funding $23,660,000 in first mortgage proceeds into title escrow. At
closing, funds in title escrow were disbursed to the seller parties and a first mortgage in the amount of $23,660,000 secured by the property
was recorded.

The Company further respectfully
advises the Staff that prior to closing, the seller held existing mortgage debt on the property of $19,474,919. Such existing debt was
paid off in full by disbursement of a portion of the $23,660,000 in mortgage funds referenced above from title escrow to the existing
lender on behalf of the seller at closing. In connection with the transaction, $13,011,869 in net cash was transferred to the seller from
title escrow (after the payoff of $19,474,919 in existing debt and payment of $884,087 in seller closing costs and a buyer credit $429,125
for prorated revenue and expenses such as rent, taxes and utilities).

***

If you have any questions
or comments regarding the foregoing, please contact the undersigned at 646-278-4225 or Sonia Barros with Sidley Austin LLP at 202-736-8387.

    Sincerely,

    /s/ Jason Emala

    Jason Emala

    Chief Legal Officer

    Bluerock Homes Trust, Inc.

cc: Sonia G. Barros, Sidley Austin LLP

August 21, 2025
Christopher J. Vohs
Chief Financial Officer
Bluerock Homes Trust, Inc.
919 Third Avenue
40th Floor
New York, NY 10022
Re:Bluerock Homes Trust, Inc.
Form 10-K for the fiscal year ended December 31, 2024
Response dated August 1, 2025
File No. 001-41322
Dear Christopher J. Vohs:
            We have reviewed your August 1, 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 July 8,
2025 letter.
Form 10-K for the fiscal year ended December 31, 2024
Notes to Consolidated Financial Statements
Note 3 - Acquisition of Real Estate, page F-15
1.We note your response to our prior comment. Please clarify for us the consideration
transferred in the acquisition. Also, tell us if any existing debt on the property
acquired was paid down in the transaction.

            Please contact Kellie Kim at 202-551-3129 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters.

August 21, 2025
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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VIA EDGAR and FedEx Overnight

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attn:	     Ms. Kellie
Kim

Mr. Isaac Esquivel

Office of Real Estate &
Construction

    Re:
    Bluerock Homes Trust, Inc.

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

    Commission File No. 001-41322

Ladies and Gentlemen:

This letter is submitted on
behalf of Bluerock Homes Trust, Inc. (the “Company”), in response to a comment received from the staff of the
Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”),
Office of Real Estate & Construction, by letter dated July 8, 2025 with respect to the Company’s Form 10-K for
the fiscal year ended December 31, 2024 filed with the Commission on March 20, 2025 (“Form 10-K”).

For your convenience, the
Company’s response is prefaced by the exact text of the Staff’s comment in bold, italicized text. References to rules herein
are with respect to the current rules promulgated by the Commission under Regulation S-X of the Securities Act of 1933, as amended.

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

Notes to Consolidated Financial Statements

Note 3 - Acquisition of Real Estate, page F-15

 1. We note your acquisition of Avenue at Timberlin Park on July 31, 2024 with an acquisition price
of $33.8 million. Please tell us how you determined it was unnecessary to provide audited financial statements and pro forma financial
information for this acquisition.

Response:

The Company respectfully advises
the Staff that the acquisition of Avenue at Timberlin Park did not constitute a “significant” acquisition of a real estate
operation under Rule 1-02(w)(1)(i) as modified by Rule 3-14(b)(2), based on the following calculation, which equals a significance
level of 17%.

 · Numerator (cash paid by the issuer) = $11,055,105

 · Denominator (aggregate worldwide market value) = $65,277,270

Rule 3-14 of Regulation
S-X requires issuers to present the audited financial statements and pro formas of acquisitions of real estate operations that exceed
a “significance” threshold of 20%. In order to determine significance, Rule 1-02(w)(1)(i), as modified by Rule 3-14(b)(2),
requires an issuer to compare (a) the investments by the issuer and its subsidiaries in the acquired property and any advances they
made to the acquired property (the “Total Investment”) to (b) the average aggregate worldwide market value of
the issuer’s voting and non-voting common equity (“WWMV,” and such test as referred to herein, the “Amended
Investment Test”). WWMV is calculated using the shares outstanding and daily average price of the issuer’s common stock
for the last five trading days of the calendar month ended before the earlier of (i) the issuer’s announcement of the transaction
or (ii) the date of the acquisition agreement.

Total Investment

The Total Investment for the
property used as the numerator in the calculation above included the cash paid, inclusive of closing costs, in the amount of $11,055,105.
As a precedent step to the acquisition closing, a wholly-owned subsidiary of the Company’s operating partnership formed specifically
to acquire and hold the property entered into a new mortgage loan in the amount of $23,660,000 (the “Avenue Mortgage”),
which was secured solely by the property. In the Total Investment numerator above, the Company did not include the amount of the Avenue
Mortgage, which we believe is appropriate to treat as “assumed debt.”

The Company’s exclusion
of the Avenue Mortgage from the Total Investment was based on the language of Rule 3-14, related SEC commentary in SEC Release No. 33-10786
regarding treatment of “assumed debt” for purposes of Rule 3-14, and the Staff’s most recent Financial Reporting
Manual guidance on the same.

Rule 3-14(b)(2)(ii) specifies
that, when WWMV is not available, the issuer’s total assets should be used in its place as the denominator of the Amended Investment
Test, and the Total Investment used as the numerator should include any assumed debt secured by the acquired property in this instance.
The Staff’s recently-released Financial Reporting Manual clarifies how this is calculated:

2920.5 Investment Test – Numerator
- Real Estate Operations – When this test is based on the total assets of the registrant (because the registrant does not have an
aggregate worldwide market value), include any assumed debt secured by the real properties in the “investments in” determination
for the tested real estate operation. For example, if the registrant paid $100 million in cash and assumed $40 million of debt secured
by the acquired properties, the “investments in” the acquired real estate operation for the numerator would be $140 million.

Under Rule 3-14(b)(2),
this specification is applicable only to instances when total assets is used in place of WWMV; it is not applicable to instances when
WWMV is available. This appears to reflect an intentional distinction by the Commission, indicating that when WWMV is available, the opposite
approach should be taken, and the Total Investment should exclude any assumed debt secured by the acquired property.

This conclusion is further
supported by SEC Release No. 33-10786, in which the Commission addressed the Amended Investment Test (the “Adopting Release”):

When based on total assets, the final
amendments specify, as proposed, that the test should be adapted to compare the registrant’s and its other subsidiaries’ “investments
in” the real estate operation, including any debt secured by the real properties that is assumed by the registrant, to the registrant’s
total assets as of the end of the most recently completed fiscal year. We believe a modified Investment Test is necessary to appropriately
determine significance for acquisitions of real estate operations because it takes into consideration the unique structure of these types
of acquisitions, which typically involve assumed debt that is secured by the real properties that offsets the value of the real estate
operation being acquired [emphasis added].1

The Commission thus acknowledges
in the Adopting Release that assumed debt secured by the acquired property offsets the value of the property, and for this reason, should
not be included as part of the Total Investment when that amount is compared to WWMV for purposes of determining the significance of the
acquisition under Rule 3-14.2

1 See Adopting Release at p.95.

2 The same conclusion was reached
by Deloitte. See Chapter 3 - Real Estate Operations Acquired or to Be Acquired, 3.3 Measuring the Significance of Real Estate Operations”
in Deloitte’s Roadmap publication:

While the Commission did not
explicitly define “assumed debt,” both existing debt and new mortgage debt on the acquired property serve to offset the value
of the specific property acquired in the same manner. There is no substantive distinction between the effect of debt already in place
and the effect of new mortgage debt on the value of an acquiring issuer’s investment in the property. A seller could encumber a
property with mortgage debt a day before the sale of that property, which would be existing debt, or a new mortgage can be entered into
concurrent with the closing – the impact of both is the same. Therefore, all debt secured by an acquired real estate operation at
closing – whether existing, or in the form of new mortgage debt – should be excluded from the Total Investment as “assumed
debt” for purposes of the Amended Investment Test.

WWMV

As of April 2, 2024 (the
date of entry into the purchase and sale agreement for the acquisition of the property), the Company’s WWMV was $65,277,270, based
on (i) 3,871,265 shares of the Company’s Class A common stock outstanding, and (ii) a daily average price of the
Company’s Class A common stock of $16.86 for the last five trading days of March 2024 (i.e., the calendar month ended
before the date of the purchase and sale agreement) on the NYSE American. The Company did not otherwise publicly announce the potential
acquisition of the property prior to entering into the purchase and sale agreement.

Conclusion

The Total Investment in the
property of $11,055,105, when compared to the Company’s WWMV of $65,277,270, resulted in a significance level of 17% under the Amended
Investment Test. Because the property did not exceed a significance level of 20%, the Company determined that it was not required to file
(1) a current report on Form 8-K under Item 2.01 to report the acquisition, nor (2) Rule 3-14 financial statements
or pro forma financial statements under Item 9.01 of Form 8-K.

***

If you have any questions
or comments regarding the foregoing, please contact the undersigned at 646-278-4225 or Sonia Barros with Sidley Austin LLP at 202-736-8387.

    Sincerely,

    /s/ Jason Emala

    Jason Emala

    Chief Legal Officer

    Bluerock Homes Trust, Inc.

cc: Sonia G. Barros, Sidley Austin LLP

To determine the significance of real
estate operations, a registrant only needs to perform the investment test described in Rule 1-02(w)(1)(i) as modified by Rule 3-14(b)(2)(ii).
. . . The registrant applies the modified investment test as follows on the basis of whether it has an AWMV:

 · Registrant has AWMV — The registrant’s
investment in the real estate operation is compared with the registrant’s AWMV:

 o Investment in the real estate operation — This amount is determined on the basis of the “consideration
transferred,” which is measured in accordance with the applicable accounting standards. The investment should exclude any
debt secured by the real properties that is assumed by the registrant [emphasis added]. . . .

July 22, 2025
R. Ramin Kamfar
Chief Executive Officer
Bluerock Homes Trust, Inc.
919 Third Avenue 40th Floor
New York, NY 10022
Re:Bluerock Homes Trust, Inc.
Draft Registration Statement on Form S-11
Submitted July 8, 2025
CIK No. 0001903382
Dear R. Ramin Kamfar:
            We have conducted a limited review of your draft registration statement and have the
following comments.
            Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR. If you do not
believe a comment applies to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form S-11
Cover Page
1.Please revise here and elsewhere as applicable to clarify when broker-dealer selling
commissions may be reduced below 7.0%. For example, describe whether there are
discounts for volume or any other such considerations that may affect selling
commissions. Please also clarify whether a reduction in selling commissions would
affect the amount of distributions to be received or fees to be paid by an investor.
General
2.We note that you have an outstanding comment on your Form 10-K for the fiscal year
ended December 31, 2024. Please be advised that we will not be in the position to
declare your registration statement on Form S-11 effective until all comments on your
Exchange Act filing are resolved.

July 22, 2025
Page 2
            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.
            We also remind you that your registration statement must be on file at least two
business days prior to the requested effective date and time. Refer to Rules 460 and 461
regarding requests for acceleration. Please allow adequate time for us to review any
amendment prior to the requested effective date of the registration statement.
            Please contact Catherine De Lorenzo at 202-551-3772 or Pamela Long at 202-551-
3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Kathy Lawrence, Esq,

July 8, 2025
Christopher J. Vohs
Chief Financial Officer
Bluerock Homes Trust, Inc.
919 Third Avenue
40th Floor
New York, NY 10022
Re:Bluerock Homes Trust, Inc.
Form 10-K for the fiscal year ended December 31, 2024
File No. 001-41322
Dear Christopher J. Vohs:
            We have reviewed your filing 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 fiscal year ended December 31, 2024
Notes to Consolidated Financial Statements
Note 3 - Acquisition of Real Estate, page F-15
1.We note your acquisition of Avenue at Timberlin Park on July 31, 2024 with an
acquisition price of $33.8 million. Please tell us how you determined it was
unnecessary to provide audited financial statements and pro forma financial
information for this acquisition.
            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 Kellie Kim at 202-551-3129 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters.

July 8, 2025
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

VIA EDGAR

Ms. Pearlyne Paulemon

Mr. Jeffrey Gabor

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

June 26, 2023

    Re:
    Bluerock Homes Trust, Inc. (the “Registrant”)

    Registration Statement on Form S-11 (File No. 333-269415)

Dear Ms. Paulemon and Mr. Gabor:

Bluerock Homes Trust, Inc. hereby withdraws its
letter submitted to the staff of the Securities and Exchange Commission on June 22, 2023 requesting acceleration of effectiveness of its
registration statement on Form S-11, as amended (File No. 333-269415), to 4:00 p.m., Eastern Time, on June 26, 2023.

Very truly yours,

BLUEROCK
HOMES TRUST, INC.

By: /s/ Jason Emala

Name: Jason Emala

Title: Chief Legal Officer and Secretary

CORRESP
1
filename1.htm

VIA EDGAR

Ms. Pearlyne Paulemon

Mr. Jeffrey Gabor

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

June 26, 2023

    Re:
    Bluerock Homes Trust, Inc. (the “Registrant”)

    Registration Statement on Form S-11 (File No. 333-269415)

Dear Ms. Paulemon and Mr. Gabor:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, the Registrant respectfully requests acceleration of effectiveness of its registration statement on Form S-11, as amended
(File No. 333-269415), to 11:00 a.m., Eastern Time, on June 28, 2023, or as soon as practicable thereafter.

In connection with this request, the Registrant
acknowledges that:

(1) should the Securities and Exchange Commission
(the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

(2) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

(3) the Registrant 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.

The Registrant requests that
it be notified of such effectiveness by a telephone call to Jason Emala, Chief Legal Officer of the Registrant, at (551) 223-2489, or
Kathryn A. Lawrence of KVCF, PLC, outside counsel to the Registrant, at (804) 385-8981.

Very truly yours,

BLUEROCK HOMES TRUST, INC.

By: /s/ Jason Emala

Name: Jason Emala

Title: Chief Legal Officer and Secretary

CORRESP
1
filename1.htm

VIA EDGAR

Ms. Pearlyne Paulemon

Mr. Jeffrey Gabor

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

June 22, 2023

    Re:
    Bluerock Homes Trust, Inc. (the “Registrant”)

    Registration Statement on Form S-11 (File No. 333-269415)

Dear Ms. Paulemon and Mr. Gabor:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, the Registrant respectfully requests acceleration of effectiveness of its registration statement on Form S-11, as amended
(File No. 333-269415), to 4:00 p.m., Eastern Time, on June 26, 2023, or as soon as practicable thereafter.

In connection with this request, the Registrant
acknowledges that:

(1) should the Securities and Exchange Commission
(the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

(2) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

(3) the Registrant 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.

The Registrant requests that
it be notified of such effectiveness by a telephone call to Jason Emala, Chief Legal Officer of the Registrant, at (551) 223-2489, or
Kathryn A. Lawrence of KVCF, PLC, outside counsel to the Registrant, at (804) 385-8981.

Very truly yours,

BLUEROCK HOMES TRUST, INC.

    By:
     /s/ Jason Emala

Name: Jason Emala

Title: Chief Legal Officer and Secretary

United States securities and exchange commission logo
December 13, 2022
R. Ramin Kamfar
Chief Executive Officer
Bluerock Homes Trust, Inc.
1345 Avenue of the Americas, 32nd Floor
New York, NY 10105
Re:Bluerock Homes Trust, Inc.
Draft Registration Statement on Form S-11
Submitted December 5, 2022
CIK No. 0001903382
Dear R. Ramin Kamfar:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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 Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at 202-551-2544
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Kathryn A. Lawrence, Esq.

United States securities and exchange commission logo
September 23, 2022
R. Ramin Kamfar
Chief Executive Officer
Bluerock Homes Trust, Inc.
1345 Avenue of the Americas, 32nd Floor
New York, NY 10105
Re:Bluerock Homes Trust, Inc.
Amendment No. 3 to Form 10-12B
Filed September 21, 2022
File No. 001-41322
Dear Mr. Kamfar:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment 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 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.
Amendment No. 3 to Form 10-12B filed September 21, 2022
Exhibit 99.1
Unaudited Pro Forma Combined Financial Statements, page 80
1.We note your disclosure that limited partners other than you will own approximately 66%
of your Operating Partnership following the Separation and Distribution.  Please tell us
the percentage of the OP units held by entities other than Bluerock Residential Growth
REIT prior to the Separation and Distribution.  To the extent there is a significant
disparity between these percentages, please tell us what consideration you gave to
reflecting the pro forma effect from the change in noncontrolling interests.  Please refer to
Article 11 of Regulation S-X.
            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.

 FirstName LastNameR. Ramin Kamfar
 Comapany NameBluerock Homes Trust, Inc.
 September 23, 2022 Page 2
 FirstName LastName
R. Ramin Kamfar
Bluerock Homes Trust, Inc.
September 23, 2022
Page 2
            You may contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Benjamin Holt at 202-551-6614 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Victor Goldfeld, Esq.

CORRESP
1
filename1.htm

    MARTIN
                                            LIPTON

    HERBERT
    M. WACHTELL

    THEODORE
    N. MIRVIS

    EDWARD
    D. HERLIHY

    DANIEL
    A. NEFF

    ANDREW
    R. BROWNSTEIN

    STEVEN
    A. ROSENBLUM

    JOHN
    F. SAVARESE

    SCOTT
    K. CHARLES

    JODI
    J. SCHWARTZ

    ADAM
    O. EMMERICH

    RALPH
    M. LEVENE

    RICHARD
    G. MASON

    DAVID
    M. SILK

    ROBIN
    PANOVKA

    DAVID
    A. KATZ

    ILENE
    KNABLE GOTTS

    JEFFREY
    M. WINTNER

    TREVOR
    S. NORWITZ

    BEN
    M. GERMANA

    ANDREW
    J. NUSSBAUM

    RACHELLE
    SILVERBERG

    STEVEN
    A. COHEN

    DEBORAH
                                            L. PAUL

    DAVID
    C. KARP

    RICHARD
    K. KIM

    JOSHUA
    R. CAMMAKER

    MARK
    GORDON

    JEANNEMARIE
    O’BRIEN

    WAYNE
    M. CARLIN

    STEPHEN
    R. DiPRIMA

    NICHOLAS
    G. DEMMO

    IGOR
    KIRMAN

    JONATHAN
    M. MOSES

    T.
    EIKO STANGE

    WILLIAM
    SAVITT

    ERIC
    M. ROSOF

    GREGORY
    E. OSTLING

    DAVID
    B. ANDERS

    ANDREA
    K. WAHLQUIST

    ADAM
    J. SHAPIRO

    NELSON
    O. FITTS

    JOSHUA
    M. HOLMES

    DAVID
    E. SHAPIRO

    DAMIAN
    G. DIDDEN

    IAN
    BOCZKO

    51
                                            WEST  52ND
                                            STREET

    NEW
    YORK, N.Y. 10019-6150

    TELEPHONE:
       (212) 403-1000

    FACSIMILE:
          (212) 403-2000

    MATTHEW
                                           M. GUEST

    DAVID
    E. KAHAN

    DAVID
    K. LAM

    BENJAMIN
    M. ROTH

    JOSHUA
    A. FELTMAN

    ELAINE
    P. GOLIN

    EMIL A.
    KLEINHAUS

    KARESSA
    L. CAIN

    RONALD
    C. CHEN

    GORDON
    S. MOODIE

    BRADLEY
    R. WILSON

    GRAHAM
    W. MELI

    GREGORY
    E. PESSIN

    CARRIE
    M. REILLY

    MARK F.
    VEBLEN

    SARAH
    K. EDDY

    VICTOR
    GOLDFELD

    BRANDON
    C. PRICE

    KEVIN
    S. SCHWARTZ

    MICHAEL
    S. BENN

    SABASTIAN
    V. NILES

    ALISON
    ZIESKE PREISS

    TIJANA
    J. DVORNIC

    JENNA
                                           E. LEVINE

    RYAN A.
    McLEOD

    ANITHA
    REDDY

    JOHN L.
    ROBINSON

    JOHN R.
    SOBOLEWSKI

    STEVEN
    WINTER

    EMILY
    D. JOHNSON

    JACOB
    A. KLING

    RAAJ S.
    NARAYAN

    VIKTOR
    SAPEZHNIKOV

    MICHAEL
    J. SCHOBEL

    ELINA
    TETELBAUM

    ERICA
    E. BONNETT

    LAUREN
    M. KOFKE

    ZACHARY
    S. PODOLSKY

    RACHEL
    B. REISBERG

    MARK A.
    STAGLIANO

    CYNTHIA
    FERNANDEZ LUMERMANN

    CHRISTINA
    C. MA

    NOAH B.
    YAVITZ

    GEORGE
                                           A. KATZ (1965–1989)

    JAMES
    H. FOGELSON (1967–1991)

    LEONARD
    M. ROSEN (1965–2014)

    OF
    COUNSEL

    MICHAEL
                               H. BYOWITZ

    KENNETH
    B. FORREST

    SELWYN
    B. GOLDBERG

    PETER
    C. HEIN

    JB
    KELLY

    MEYER
    G. KOPLOW

    JOSEPH
    D. LARSON

    LAWRENCE
    S. MAKOW

    DOUGLAS
    K. MAYER

    PHILIP
    MINDLIN

    DAVID
    S. NEILL

    HAROLD
    S. NOVIKOFF

    LAWRENCE
    B. PEDOWITZ

    ERIC
                               S. ROBINSON

    ERIC
    M. ROTH

    PAUL
    K. ROWE

    DAVID
    A. SCHWARTZ

    MICHAEL
    J. SEGAL

    ROSEMARY
    SPAZIANI

    ELLIOTT
    V. STEIN

    WARREN
    R. STERN

    LEO E.
    STRINE, JR.*

    PAUL
    VIZCARRONDO, JR.

    PATRICIA
    A. VLAHAKIS

    AMY R.
    WOLF

    MARC
    WOLINSKY

    *
    ADMITTED IN DELAWARE

    COUNSEL

    DAVID
                               M. ADLERSTEIN

    SUMITA
    AHUJA

    AMANDA
    K. ALLEXON

    LOUIS
    J. BARASH

    FRANCO
    CASTELLI

    ANDREW
    J.H. CHEUNG

    PAMELA
    EHRENKRANZ

    KATHRYN
    GETTLES-ATWA

    ADAM
    M. GOGOLAK

    NANCY
                               B. GREENBAUM

    MARK
    A. KOENIG

    CARMEN
    X.W. LU

    J. AUSTIN
    LYONS

    ALICIA
    C. McCARTHY

    NEIL
    M. SNYDER

    S. CHRISTOPHER
    SZCZERBAN

    JEFFREY
    A. WATIKER

    Direct
    Dial: (212) 403-1005

        Direct
    Fax: (212) 403-2005     

                            E-Mail:
    VGoldfeld@wlrk.com                 

    September
    23, 2022

Via EDGAR and Courier

Howard Efron

Jennifer Monick

Benjamin Holt

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Bluerock Homes Trust, Inc.

Amendment No. 3 to Form 10-12B

Filed September 21, 2022

File No. 001-41322

Dear Mr. Efron, Ms. Monick and Mr. Holt:

Division of Corporation Finance

Office of Real Estate & Construction

Page 2

On behalf of our client, Bluerock Homes Trust,
Inc. (the “Company”), set forth below is the response of the Company to the comment of the Staff of the Division of
Corporation Finance (the “Staff”) that was set forth in your letter dated September 23, 2022, regarding the Company’s
registration statement on Form 10 (the “Registration Statement”) filed with the Securities and Exchange Commission
on September 21, 2022. In connection with this letter responding to the Staff’s comment, the Company is publicly filing Amendment
No. 4 to the Registration Statement (“Amendment No. 4”).

For your convenience, the Staff’s comment
is set forth in bold, followed by the response on behalf of the Company.

Exhibit 99.1

Unaudited Pro Forma Combined Financial Statements,
page 80

 1. We note your disclosure that limited partners other than you will own approximately 66% of your Operating Partnership following
the Separation and Distribution. Please tell us the percentage of the OP units held by entities other than Bluerock Residential Growth
REIT prior to the Separation and Distribution. To the extent there is a significant disparity between these percentages, please tell us
what consideration you gave to reflecting the pro forma effect from the change in noncontrolling interests. Please refer to Article 11
of Regulation S-X.

Response: Limited partners other than Bluerock Residential Growth REIT  own approximately 26% of the OP units prior to the Separation
and Distribution. In addition, in response to the Staff’s
comment, the Company has revised the disclosure on pages 79 through 84 of Amendment No. 4.

*	    *	   *	    *	    *	   *

Division of Corporation Finance

Office of Real Estate & Construction

Page 3

If you have any questions concerning
the Registration Statement or require any additional information, please do not hesitate to contact the undersigned at (212) 403-1005
or VGoldfeld@wlrk.com, or my colleague Elizabeth A. Ingriselli, at (212) 403-1130 or EAIngriselli@wlrk.com.

    Sincerely yours,

    /s/ Victor Goldfeld

    Victor Goldfeld

 cc: Michael Konig, Bluerock Residential Growth REIT, Inc.

   Jason Emala, Bluerock Asset Management,
LLC

   Elizabeth A. Ingriselli, Wachtell, Lipton,
Rosen & Katz

CORRESP
1
filename1.htm

[Letterhead of Bluerock Homes Trust, Inc.]

September 21, 2022

VIA EDGAR

Jeffrey Gabor

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:           Bluerock
Homes Trust, Inc.

Registration Statement on Form 10-12B

File No. 001-41322

Dear Mr. Gabor:

Reference is made to the Registration Statement
on Form 10 (File No. 001-41322) (as amended to date, the Registration Statement), filed by Bluerock Homes Trust, Inc. (the
 “Company”) with the U.S. Securities and Exchange Commission (the “Commission”).

The Company hereby requests that the effective
date for the Registration Statement be accelerated to 8:00 a.m., Eastern time, on September 26, 2022, or as soon as practicable thereafter,
pursuant to Section 12(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 12d1-2 thereunder.

If the Staff has any further questions or comments
concerning this letter, or if you require any additional information, please feel free to contact the Company’s counsel, Victor
Goldfeld or Elizabeth A. Ingriselli of Wachtell, Lipton, Rosen & Katz, at (212) 403-1005 or (212) 403-1130, respectively. We
request that we be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Goldfeld or Ms. Ingriselli
and that such effectiveness also be confirmed in writing.

Mr. Jeffrey Gabor

September 21, 2022

Page 2

  Sincerely,

  Bluerock Homes Trust, Inc.

  /s/ Jason Emala

  Name:
   Jason Emala

  Title:
   Chief Legal Officer and Secretary

cc:            Victor
Goldfeld

Wachtell, Lipton, Rosen & Katz

Elizabeth A. Ingriselli

Wachtell, Lipton, Rosen & Katz

CORRESP
1
filename1.htm

    MARTIN LIPTON

    HERBERT M. WACHTELL

    THEODORE N. MIRVIS

    EDWARD D. HERLIHY

    DANIEL A. NEFF

    ANDREW R. BROWNSTEIN

    STEVEN A. ROSENBLUM

    JOHN F. SAVARESE

    SCOTT K. CHARLES

    JODI J. SCHWARTZ

    ADAM O. EMMERICH

    RALPH M. LEVENE

    RICHARD G. MASON

    DAVID M. SILK

    ROBIN PANOVKA

    DAVID A. KATZ

    ILENE KNABLE GOTTS

    JEFFREY M. WINTNER

    TREVOR S. NORWITZ

    BEN M. GERMANA

    ANDREW J. NUSSBAUM

    RACHELLE SILVERBERG

    STEVEN A. COHEN

    DEBORAH L. PAUL

    DAVID C. KARP

    RICHARD K. KIM

    JOSHUA R. CAMMAKER

    MARK GORDON

    JEANNEMARIE O’BRIEN

    WAYNE M. CARLIN

    STEPHEN R. DiPRIMA

    NICHOLAS G. DEMMO

    IGOR KIRMAN

    JONATHAN M. MOSES

    T. EIKO STANGE

    WILLIAM SAVITT

    ERIC M. ROSOF

    GREGORY E. OSTLING

    DAVID B. ANDERS

    ANDREA K. WAHLQUIST

    ADAM J. SHAPIRO

    NELSON O. FITTS

    JOSHUA M. HOLMES

    DAVID E. SHAPIRO

    DAMIAN G. DIDDEN

    IAN BOCZKO

    51 WEST 52ND STREET

    NEW YORK, N.Y.   10019-6150

    TELEPHONE   :   (212) 403-1000

    FACSIMILE    :    (212)
403-2000

    MATTHEW M. GUEST

    DAVID E. KAHAN

    DAVID K. LAM

    BENJAMIN M. ROTH

    JOSHUA A. FELTMAN

    ELAINE P. GOLIN

    EMIL A. KLEINHAUS

    KARESSA L. CAIN

    RONALD C. CHEN

    GORDON S. MOODIE

    BRADLEY R. WILSON

    GRAHAM W. MELI

    GREGORY E. PESSIN

    CARRIE M. REILLY

    MARK F. VEBLEN

    SARAH K. EDDY

    VICTOR GOLDFELD

    BRANDON C. PRICE

    KEVIN S. SCHWARTZ

    MICHAEL S. BENN

    SABASTIAN V. NILES

    ALISON ZIESKE PREISS

    TIJANA J. DVORNIC

    JENNA E. LEVINE

    RYAN A. McLEOD

    ANITHA REDDY

    JOHN L. ROBINSON

    JOHN R. SOBOLEWSKI

    STEVEN WINTER

    EMILY D. JOHNSON

    JACOB A. KLING

    RAAJ S. NARAYAN

    VIKTOR SAPEZHNIKOV

    MICHAEL J. SCHOBEL

    ELINA TETELBAUM

    ERICA E. BONNETT

    LAUREN M. KOFKE

    ZACHARY S. PODOLSKY

    RACHEL B. REISBERG

    MARK A. STAGLIANO

    CYNTHIA FERNANDEZ LUMERMANN

    CHRISTINA C. MA

    NOAH B. YAVITZ

    GEORGE
    A. KATZ (1965–1989)

    JAMES
    H. FOGELSON (1967–1991)

    LEONARD
M. ROSEN (1965–2014)

    OF COUNSEL

    MICHAEL H. BYOWITZ

    KENNETH B. FORREST

    SELWYN B. GOLDBERG

    PETER C. HEIN

    JB KELLY

    MEYER G. KOPLOW

    JOSEPH D. LARSON

    LAWRENCE S. MAKOW

    DOUGLAS K. MAYER

    PHILIP MINDLIN

    DAVID S. NEILL

    HAROLD S. NOVIKOFF

    LAWRENCE B. PEDOWITZ

    ERIC S. ROBINSON

    ERIC M. ROTH

    PAUL K. ROWE

    DAVID A. SCHWARTZ

    MICHAEL J. SEGAL

    ROSEMARY SPAZIANI

    ELLIOTT V. STEIN

    WARREN R. STERN

    LEO E. STRINE, JR.*

    PAUL VIZCARRONDO, JR.

    PATRICIA A. VLAHAKIS

    AMY R. WOLF

    MARC WOLINSKY

                                                                                                          *
                                            ADMITTED IN DELAWARE

    COUNSEL

    DAVID M. ADLERSTEIN

    SUMITA AHUJA

    AMANDA K. ALLEXON

    LOUIS J. BARASH

    FRANCO CASTELLI

    ANDREW J.H. CHEUNG

    PAMELA EHRENKRANZ

    KATHRYN GETTLES-ATWA

    ADAM M. GOGOLAK

    NANCY B. GREENBAUM

    MARK A. KOENIG

    CARMEN X.W. LU

    J. AUSTIN LYONS

    ALICIA C. McCARTHY

    NEIL M. SNYDER

    S. CHRISTOPHER SZCZERBAN

    JEFFREY A. WATIKER

Direct
Dial: (212) 403-1005

Direct
Fax: (212) 403-2005

E-Mail:
VGoldfeld@wlrk.com

September 14, 2022

Via EDGAR and Courier

Howard Efron

Jennifer Monick

Jeffrey Gabor

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Bluerock Homes Trust, Inc.

Amendment No. 2 to Form 10-12B

Filed August 31, 2022

File No. 001-41322

Dear Mr. Efron, Ms. Monick and Mr. Gabor:

On behalf of our client, Bluerock Homes Trust, Inc.
(the “Company”), set forth below is the response of the Company to the comments of the Staff of the Division of Corporation
Finance (the “Staff”) that were set forth in your letter dated September 13, 2022, regarding the Company’s
registration statement on Form 10 (the “Registration Statement”) filed with the Securities and Exchange Commission
on August 31, 2022.

For your convenience, the Staff’s comments
are set forth in bold, followed by the response on behalf of the Company.

Exhibit 99.1

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

Results of Operations, page 87

 1. We note your table at the top of page 88 and your column titled Pro Forma Average Rent. Please tell us how you considered
the possibility of this measure being confused with pro forma information prepared in accordance with Article 11 of Regulation S-X.
Alternatively, please revise to recaption the column heading.

Response: In response to the Staff’s
comment, the Company will recaption the column heading to read “Estimated Average Rent” in its next amendment of the
Registration Statement.

Interim Financial Statements

Notes to Combined Financial Statements

Note 8 – Preferred Equity Investments

Peak Housing Interests and Financing, page F-17

 2. We note your table at the top of page F-16 appears to indicate that you do not consolidate Peak Housing. We further note your
disclosure on page F-17 appears to indicate that you may consolidate certain entities that constitute Peak Housing. In light of the
disclosures on page F-16 and F-17, we are unclear if you consolidate any entities that are also reflected within your $20,318,000
preferred equity investment that you have identified as Peak Housing. Please clarify for us if you consolidate any entities that are also
reflected within the $20,318,000 preferred equity investment. To the extent you consolidate any such entities, please tell us how you
determined it is appropriate to also reflect those entities within the $20,318,000 preferred equity investment on your balance sheet at
June 30, 2022. Within your response, please reference the authoritative accounting literature management relied upon.

Response: The Company respectfully informs the Staff
that the Peak Housing unconsolidated preferred equity investments referenced on pages F-16 and F-17 of Amendment No. 2 consist
of separate and distinct investments from the consolidated investments in the Peak Housing properties on page F-13 of Amendment No. 2.

In 2021, the Company made a preferred equity investment of
$20.3 million (the “Peak Preferred Investment”) in the operating partnership of Peak Housing REIT (the “Peak
OP”),   a private REIT unaffiliated with the company. In addition, in 2021 and 2022, the Company made

common equity investments in four joint ventures, with
the Peak OP as the other member of each joint venture, to acquire 16 portfolios of single-family residential homes (collectively,
the “Peak Common Investment”). The Peak OP is not consolidated in connection with the Peak Preferred Investment,
while the four joint ventures are consolidated in connection with the Peak Common Investment. As such, the Company does not
consolidate any entities that are also reflected within the Peak Preferred Investment.

After evaluating the disclosure on page F-17 of
Amendment No. 2, the Company will revise such disclosure in its next amendment of the Registration Statement as follows (text
to be deleted is shown in strikethrough and text to be added is shown bolded):

Peak Housing Interests and Financing

During 2021, the Company made common and
a preferred equity investments, along with investment in the operating partnership of Peak Housing
REIT (the “Peak REIT OP”), and in addition, made common equity investments, through joint ventures with the Peak REIT
OP, in fourteen portfolios of single-family residential homes. These fourteen portfolios constitute Peak Housing, which represents
the aggregate of the Company’s preferred equity investments in these portfolios. During the first quarter 2022, the Company
made common equity investments, along through joint ventures with the Peak REIT OP, in the following two portfolios
of single-family residential homes: Granbury 2.0 and Savannah 319. In addition to its common and/or preferred equity
investments, the Company, through wholly-owned lender-entities, provided the full mortgage or mezzanine loan to each of the fifteen (Savannah
319 excluded) respective portfolio owners. These portfolio owners are owned by joint ventures in which the Company has its common equity
investments along with the Peak REIT OP. To determine if consolidation of the joint ventures was appropriate, the Company evaluated the
basis of consolidation under ASC 810: Consolidation using the voting interest equity method as it had determined that the joint ventures
were not variable interest entities. As the Company has controlling voting interests and substantive participating rights of
in the joint ventures under the operating agreements, the Company determined that consolidation of the joint ventures
was appropriate. As the entities through which the Company provided the loans (the lender-entities) and the entities to which the loans
were provided (the property owners) consolidate into the Company’s financial statements, the loan receivable balances and the loan
payable balances are eliminated through consolidation and therefore are not reflected in the Company’s combined balance sheets.
In addition, the Company’s pro rata share of each loan’s interest expense incurred through the portfolio owner partially
offsets, through consolidation, the Company’s interest income for each loan recognized at the wholly-owned lender-entity. The remaining
interest income, which is attributable to interest incurred by the Peak REIT OP as the noncontrolling interest in each portfolio, is
reflected in net income (loss) attributable to common stockholders in the Company’s combined statements of operations. Through
its impact on the net operations of the portfolio, the Peak REIT OP’s pro rata share of each loan’s interest expense is reflected
in net income (loss) attributable to noncontrolling interests partially owned properties in the Company’s combined statements of
operations.

On April 1, 2022, the mortgage or mezzanine
loans provided by the Company to twelve of the fifteen respective portfolio owners were converted into a total of $66.2 million of common
equity interests, which included the full principal loan balances in the aggregate amount of $61.6 million and an aggregate amount of
$4.6 million representing the minimum interest associated with the respective loans.

On May 10, 2022, the mortgage loans provided
by the Company to two of the fifteen respective portfolio owners were converted into a total of $39.2 million of common equity interests,
which included the full principal loan balances in the aggregate amount of $38.2 million and an aggregate amount of $1.0 million representing
the minimum interest associated with the respective loans. As of June 30, 2022, one mezzanine loan remains outstanding that has been
provided by the Company to a portfolio owner.

*          *          *          *          *          *

If you have any questions concerning the Registration
Statement or require any additional information, please do not hesitate to contact the undersigned at (212) 403-1005 or VGoldfeld@wlrk.com,
or my colleague Elizabeth A. Ingriselli, at (212) 403-1130 or EAIngriselli@wlrk.com.

    Sincerely yours,

    /s/ Victor Goldfeld

    Victor Goldfeld

 cc: Michael Konig, Bluerock Residential Growth REIT, Inc.

Jason Emala, Bluerock Asset Management, LLC

Elizabeth
A. Ingriselli, Wachtell, Lipton, Rosen & Katz

United States securities and exchange commission logo
September 13, 2022
R. Ramin Kamfar
Chief Executive Officer
Bluerock Homes Trust, Inc.
1345 Avenue of the Americas, 32nd Floor
New York, NY 10105
Re:Bluerock Homes Trust, Inc.
Amendment No. 2 to Form 10-12B
Filed August 31, 2022
File No. 001-41322
Dear Mr. Kamfar:
            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
disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 2 to Form 10-12B filed August 31, 2022
Exhibit 99.1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 87
1.We note your table at the top of page 88 and your column titled Pro Forma Average Rent.
Please tell us how you considered the possibility of this measure being confused with pro
forma information prepared in accordance with Article 11 of Regulation S-X.
Alternatively, please revise to recaption the column heading.

 FirstName LastNameR. Ramin Kamfar
 Comapany NameBluerock Homes Trust, Inc.
 September 13, 2022 Page 2
 FirstName LastName
R. Ramin Kamfar
Bluerock Homes Trust, Inc.
September 13, 2022
Page 2
Interim Financial Statements
Notes to Combined Financial Statements
Note 8 - Preferred Equity Investments
Peak Housing Interests and Financing, page F-17
2.We note your table at the top of page F-16 appears to indicate that you do not consolidate
Peak Housing.  We further note your disclosure on page F-17 appears to indicate that you
may consolidate certain entities that constitute Peak Housing.  In light of the disclosures
on page F-16 and F-17, we are unclear if you consolidate any entities that are also
reflected within your $20,318,000 preferred equity investment that you have identified as
Peak Housing.  Please clarify for us if you consolidate any entities that are also reflected
within the $20,318,000 preferred equity investment.  To the extent you consolidate any
such entities, please tell us how you determined it is appropriate to also reflect those
entities within the $20,318,000 preferred equity investment on your balance sheet at June
30, 2022.  Within your response, please reference the authoritative accounting literature
management relied upon.
            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.
            You may contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Victor Goldfeld, Esq.

CORRESP
1
filename1.htm

    MARTIN
                    LIPTON

    HERBERT M. WACHTELL

    THEODORE N. MIRVIS

    EDWARD D. HERLIHY

    DANIEL A. NEFF

    ANDREW R. BROWNSTEIN

    STEVEN A. ROSENBLUM

    JOHN F. SAVARESE

    SCOTT K. CHARLES

    JODI J. SCHWARTZ

    ADAM O. EMMERICH

    RALPH M. LEVENE

    RICHARD G. MASON

    DAVID M. SILK

    ROBIN PANOVKA

    DAVID A. KATZ

    ILENE KNABLE GOTTS

    JEFFREY M. WINTNER

    TREVOR S. NORWITZ

    BEN M. GERMANA

    ANDREW J. NUSSBAUM

    RACHELLE SILVERBERG

    STEVEN A. COHEN

    DEBORAH
                    L. PAUL

    DAVID C. KARP

    RICHARD K. KIM

    JOSHUA R. CAMMAKER

    MARK GORDON

    JEANNEMARIE O’BRIEN

    WAYNE M. CARLIN

    STEPHEN R. DiPRIMA

    NICHOLAS G. DEMMO

    IGOR KIRMAN

    JONATHAN M. MOSES

    T. EIKO STANGE

    WILLIAM SAVITT

    ERIC M. ROSOF

    GREGORY E. OSTLING

    DAVID B. ANDERS

    ANDREA K. WAHLQUIST

    ADAM J. SHAPIRO

    NELSON O. FITTS

    JOSHUA M. HOLMES

    DAVID E. SHAPIRO

    DAMIAN G. DIDDEN

    IAN BOCZKO

    51 WEST
    52ND STREET

    NEW YORK,
    N.Y. 10019-6150

    TELEPHONE:
    (212) 403-1000

    FACSIMILE:
    (212) 403-2000

    MATTHEW
                    M. GUEST

    DAVID E. KAHAN

    DAVID K. LAM

    BENJAMIN M. ROTH

    JOSHUA A. FELTMAN

    ELAINE P. GOLIN

    EMIL A. KLEINHAUS

    KARESSA L. CAIN

    RONALD C. CHEN

    GORDON S. MOODIE

    BRADLEY R. WILSON

    GRAHAM W. MELI

    GREGORY E. PESSIN

    CARRIE M. REILLY

    MARK F. VEBLEN

    SARAH K. EDDY

    VICTOR GOLDFELD

    BRANDON C. PRICE

    KEVIN S. SCHWARTZ

    MICHAEL S. BENN

    SABASTIAN V. NILES

    ALISON ZIESKE PREISS

    TIJANA J. DVORNIC

    JENNA E.
                    LEVINE

    RYAN A. McLEOD

    ANITHA REDDY

    JOHN L. ROBINSON

    JOHN R. SOBOLEWSKI

    STEVEN WINTER

    EMILY D. JOHNSON

    JACOB A. KLING

    RAAJ S. NARAYAN

    VIKTOR SAPEZHNIKOV

    MICHAEL J. SCHOBEL

    ELINA TETELBAUM

    ERICA E. BONNETT

    LAUREN M. KOFKE

    ZACHARY S. PODOLSKY

    RACHEL B. REISBERG

    MARK A. STAGLIANO

    CYNTHIA
    FERNANDEZ LUMERMANN

    CHRISTINA C. MA

    NOAH B. YAVITZ

    GEORGE
                    A. KATZ (1965–1989)

    JAMES
    H. FOGELSON (1967–1991)

    LEONARD
    M. ROSEN (1965–2014)

    OF
    COUNSEL

    MICHAEL H. BYOWITZ

    KENNETH B. FORREST

    SELWYN B. GOLDBERG

    PETER C. HEIN

    JB KELLY

    MEYER G. KOPLOW

    JOSEPH D. LARSON

    LAWRENCE S. MAKOW

    DOUGLAS K. MAYER

    PHILIP MINDLIN

    DAVID S. NEILL

    HAROLD S. NOVIKOFF

    LAWRENCE B. PEDOWITZ

    ERIC S. ROBINSON

    ERIC M. ROTH

    PAUL K. ROWE

    DAVID A. SCHWARTZ

    MICHAEL J. SEGAL

    ROSEMARY SPAZIANI

    ELLIOTT V. STEIN

    WARREN R. STERN

    LEO E. STRINE, JR.*

    PAUL VIZCARRONDO, JR.

    PATRICIA A. VLAHAKIS

    AMY R. WOLF

    MARC WOLINSKY

    *
                    ADMITTED IN DELAWARE

    COUNSEL

    DAVID M. ADLERSTEIN

    SUMITA AHUJA

    AMANDA K. ALLEXON

    LOUIS J. BARASH

    FRANCO CASTELLI

    ANDREW J.H. CHEUNG

    PAMELA EHRENKRANZ

    KATHRYN GETTLES-ATWA

    ADAM M. GOGOLAK

    NANCY B. GREENBAUM

    MARK A. KOENIG

    CARMEN X.W. LU

    J. AUSTIN LYONS

    ALICIA C. McCARTHY

    NEIL M. SNYDER

    S. CHRISTOPHER SZCZERBAN

    JEFFREY A. WATIKER

    Direct Dial:
    (212) 403-1005

    Direct Fax:
    (212) 403-2005

    E-Mail:
    VGoldfeld@wlrk.com

August 31, 2022

Via EDGAR and Courier

Austin Wood

Pam Long

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Bluerock Homes Trust, Inc.

Amendment No. 1 to Form 10-12B

Filed April 22, 2022

File No. 001-41322

Dear Mr. Wood and Ms. Long:

On behalf of our client, Bluerock Homes Trust,
Inc. (the “Company”), set forth below is the response of the Company to the comments of the Staff of the Division
of Corporation Finance (the “Staff”) that were set forth in your letter dated June 6, 2022 (the “June 6 Letter”),
regarding the Company’s registration statement on Form 10 (the “Registration Statement”) filed with the Securities
and Exchange Commission on April 22, 2022. In connection with this letter responding to the Staff’s comments, the Company is publicly
filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”).

For your convenience, the Staff’s
comments that were set forth in its June 6 Letter are set forth in bold, followed by the response on behalf of the Company. All page
references in the response set forth below refer to pages of Amendment No. 2.

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

Funds from Operations and Core Funds from Operations Attributable to Common Stockholders and Unitholders, page 101

 2. We note your response to comment 4. Please provide your tabular reconciliation to more accurately describe the adjustments that
are presented net of your joint venture partners’ noncontrolling interest share.

Response: The Company has removed
from the Registration Statement the presentation of Funds from Operations and Core Funds from Operations Attributable to Common Stockholders
and Unitholders, based on its determination that these non-GAAP supplemental measures of operating performance do not materially add to
an investor’s understanding of the Company prior to completion of the spin-off.

Business and Properties, page 103

 3. We note your amended disclosure in response to comment 7. We also note your response that you do not believe it would be informative
to investors to specifically identify each unit or property that has planned renovations. Please quantify how many properties or units
renovations have been planned or are currently undergoing renovations.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 97 of Amendment No. 2 to include the number of units currently undergoing renovations. The Company respectfully advises the Staff that it does not currently have a programmatic renovation plan in place and as such makes determinations about renovations on an ad hoc basis with respect
to individual properties at the expiration of tenant leases in connection with the releasing process. As a result, the Company has not
included disclosure about the number of planned renovations.

*      *      *      *      *      *

If
you have any questions concerning the Registration Statement or require any additional information in connection with the filing, please
do not hesitate to contact the undersigned at (212) 403-1005 or VGoldfeld@wlrk.com, or my colleague Elizabeth A. Ingriselli, at (212)
403-1130 or EAIngriselli@wlrk.com.

  Sincerely yours,

  /s/ Victor Goldfeld

  Victor Goldfeld

cc: Michael Konig, Bluerock Residential Growth REIT, Inc.

Jason Emala, Bluerock Asset Management,
LLC

Elizabeth A. Ingriselli, Wachtell, Lipton,
Rosen & Katz

CORRESP
1
filename1.htm

    MARTIN
                    LIPTON

    HERBERT
    M. WACHTELL

    THEODORE
    N. MIRVIS

    EDWARD
    D. HERLIHY

    DANIEL
    A. NEFF

    ANDREW
    R. BROWNSTEIN

    STEVEN
    A. ROSENBLUM

    JOHN
    F. SAVARESE

    SCOTT
    K. CHARLES

    JODI
    J. SCHWARTZ

    ADAM
    O. EMMERICH

    RALPH
    M. LEVENE

    RICHARD
    G. MASON

    DAVID
    M. SILK

    ROBIN
    PANOVKA

    DAVID
    A. KATZ

    ILENE
    KNABLE GOTTS

    JEFFREY
    M. WINTNER

    TREVOR
    S. NORWITZ

    BEN
    M. GERMANA

    ANDREW
    J. NUSSBAUM

    RACHELLE
    SILVERBERG

    STEVEN
    A. COHEN

    DEBORAH
                    L. PAUL

    DAVID
    C. KARP

    RICHARD
    K. KIM

    JOSHUA
    R. CAMMAKER

    MARK
    GORDON

    JEANNEMARIE
    O’BRIEN

    WAYNE
    M. CARLIN

    STEPHEN
    R. DiPRIMA

    NICHOLAS
    G. DEMMO

    IGOR
    KIRMAN

    JONATHAN
    M. MOSES

    T.
    EIKO STANGE

    WILLIAM
    SAVITT

    ERIC
    M. ROSOF

    GREGORY
    E. OSTLING

    DAVID
    B. ANDERS

    ANDREA
    K. WAHLQUIST

    ADAM
    J. SHAPIRO

    NELSON
    O. FITTS

    JOSHUA
    M. HOLMES

    DAVID
    E. SHAPIRO

    DAMIAN
    G. DIDDEN

    IAN
    BOCZKO

    51
                    WEST 52ND STREET

    NEW
    YORK, N.Y. 10019-6150

    TELEPHONE:
    (212) 403-1000

    FACSIMILE:
    (212) 403-2000

    ______________

    MATTHEW
                    M. GUEST

    DAVID
    E. KAHAN

    DAVID
    K. LAM

    BENJAMIN
    M. ROTH

    JOSHUA
    A. FELTMAN

    ELAINE
    P. GOLIN

    EMIL
    A. KLEINHAUS

    KARESSA
    L. CAIN

    RONALD
    C. CHEN

    GORDON
    S. MOODIE

    BRADLEY
    R. WILSON

    GRAHAM
    W. MELI

    GREGORY
    E. PESSIN

    CARRIE
    M. REILLY

    MARK
    F. VEBLEN

    SARAH
    K. EDDY

    VICTOR
    GOLDFELD

    BRANDON
    C. PRICE

    KEVIN
    S. SCHWARTZ

    MICHAEL
    S. BENN

    SABASTIAN
    V. NILES

    ALISON
    ZIESKE PREISS

    TIJANA
    J. DVORNIC

    JENNA
                    E. LEVINE

    RYAN
    A. McLEOD

    ANITHA
    REDDY

    JOHN
    L. ROBINSON

    JOHN
    R. SOBOLEWSKI

    STEVEN
    WINTER

    EMILY
    D. JOHNSON

    JACOB
    A. KLING

    RAAJ
    S. NARAYAN

    VIKTOR
    SAPEZHNIKOV

    MICHAEL
    J. SCHOBEL

    ELINA
    TETELBAUM

    ERICA
    E. BONNETT

    LAUREN
    M. KOFKE

    ZACHARY
    S. PODOLSKY

    RACHEL
    B. REISBERG

    MARK
    A. STAGLIANO

    CYNTHIA
    FERNANDEZ LUMERMANN

    CHRISTINA
    C. MA

    NOAH
    B. YAVITZ

    GEORGE
                    A. KATZ (1965–1989)

    JAMES
    H. FOGELSON (1967–1991)

    LEONARD
    M. ROSEN (1965–2014)

    ______________

    OF
    COUNSEL

    MICHAEL
        H. BYOWITZ

    KENNETH
    B. FORREST

    SELWYN
    B. GOLDBERG

    PETER
    C. HEIN

    JB
    KELLY

    MEYER
    G. KOPLOW

    JOSEPH
    D. LARSON

    LAWRENCE
    S. MAKOW

    DOUGLAS
    K. MAYER

    PHILIP
    MINDLIN

    DAVID
    S. NEILL

    HAROLD
    S. NOVIKOFF

    LAWRENCE
    B. PEDOWITZ

    ERIC
        S. ROBINSON

    ERIC
    M. ROTH

    PAUL
    K. ROWE

    DAVID
    A. SCHWARTZ

    MICHAEL
    J. SEGAL

    ROSEMARY
    SPAZIANI

    ELLIOTT
    V. STEIN

    WARREN
    R. STERN

    LEO
    E. STRINE, JR.*

    PAUL
    VIZCARRONDO, JR.

    PATRICIA
    A. VLAHAKIS

    AMY
    R. WOLF

    MARC
    WOLINSKY

                    *
                    ADMITTED IN DELAWARE

    ______________

    COUNSEL

    DAVID
        M. ADLERSTEIN

    SUMITA
    AHUJA

    AMANDA
    K. ALLEXON

    LOUIS
    J. BARASH

    FRANCO
    CASTELLI

    ANDREW
    J.H. CHEUNG

    PAMELA
    EHRENKRANZ

    KATHRYN
    GETTLES-ATWA

    ADAM
    M. GOGOLAK

    NANCY
        B. GREENBAUM

    MARK
    A. KOENIG

    CARMEN
    X.W. LU

    J.
    AUSTIN LYONS

    ALICIA
    C. McCARTHY

    NEIL
    M. SNYDER

    S.
    CHRISTOPHER SZCZERBAN

    JEFFREY
    A. WATIKER

Direct Dial: (212) 403-1005

Direct Fax: (212) 403-2005

E-Mail: VGoldfeld@wlrk.com

July 13, 2022

Via EDGAR and Courier

Austin Wood

Pam Long

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Bluerock Homes Trust, Inc.

                                            Form 10-12B

                                            Correspondence Dated June 15, 2022

                                            File No. 001-41322

Dear Mr. Wood and Ms. Long:

On behalf of our client, Bluerock Homes Trust, Inc.
(the “Company”), set forth below is the response of the Company to the comments of the Staff of the Division of Corporation
Finance (the “Staff”) that were set forth in your letter dated July 8, 2022, regarding the Company’s correspondence
dated June 15, 2022.

For your convenience, the Staff’s comments
are set forth in bold, followed by the response on behalf of the Company.

Correspondence dated June 15,
2022

 General

 1. We
                                            note your response dated June 15, 2022, specifically, we note your determination that
                                            certain properties, a mezzanine loan, and certain preferred equity investments should have
                                            been included as a component of the predecessor. We further note that it appears the purpose
                                            of the spin-off transaction is to separate single-family residential real estate from multi-family
                                            residential real estate. Please address the following.

 ● Please
                                            clarify for us the nature of the operating properties and the assets underlying the mezzanine
                                            loan and preferred equity investments (i.e. single-family residential or multi-family residential).

 ● To
                                            the extent such properties and assets are not single-family residential properties, please
                                            clarify for us how you determined that the historical operations of these assets should be
                                            included in the predecessor. Specifically, please address why you believe these assets and
                                            operations are consistent with the business that you are succeeding to.

 Response:

The Company respectfully informs the Staff
that such operating properties (the “Relevant Operating Properties”) and assets underlying the mezzanine loan and
preferred equity investments (the “Relevant Investments” and together with the Relevant Operating Properties, the
 “Relevant Assets”) are generally considered multifamily apartment communities.

Given the chronology of events, the
Relevant Assets had a direct relationship in enabling the Company to pursue its single-family business and as a result the Company
determined that it is the successor to the Relevant Assets and that the historical
operations of the Relevant Assets should be included in the proposed predecessor. The Company’s management identified the
Relevant Assets for disposition to generate cash for use in acquiring and investing in single-family assets as part of its 2021
business plan and executed on such plan over the course of 2021. The Relevant Assets were disposed between January 28 and
July 7 of 2021 (other than two preferred investments which were redeemed on September 23, 2021 and December 14,
2021), generating cash proceeds of approximately $223 million. Meanwhile, the Company used the proceeds from these dispositions, as
planned by the Company’s management, in furtherance of the acquisition of the Company’s single-family assets that were
acquired between April 12 and December 29 of 2021, with all 16 of its portfolios of scattered home operating assets
purchased after August 12, 2021, for an aggregate cash equity investment of approximately $277 million.

In addition, the Company believes
that the Relevant Assets are consistent with the business to which it is succeeding based on a number of factors notwithstanding the
identification of the Relevant Operating Properties and assets underlying the Relevant Investments as multifamily apartment
communities. As a preliminary manner, the Company believes it is important to note that the purpose of the spin-off transaction is
not strictly to separate single-family residential real estate from multifamily residential real estate, but
instead—consistent with management's view that the single-family business is a natural extension of the multifamily
business—to create a stand-alone public entity positioned to pursue a distinct business strategy focused primarily on
single-family properties regardless of whether the initial assets were all single-family properties. As set forth in the
Company’s registration statement on Form 10 (the “Registration Statement”) (including in the initial
draft registration statement on Form 10 confidentially submitted to the Securities and Exchange Commission
(“SEC”) on January 10, 2022), the Company will be an externally managed, publicly traded real estate
investment trust that holds a portfolio of single-family properties, as well as “certain other assets,” which are
collectively defined as the Bluerock Homes Business.

It is also important to note that the
spin-off transaction is not a standalone transaction, but part of a broader and larger negotiated transaction with a third party, an
affiliate of Blackstone Inc. (the “Blackstone Transaction”), which was entered into following a bidding process with
other third parties. In fact, the removal of certain assets from Bluerock Residential Growth REIT, Inc. (“BRG”)
into the Company in order to facilitate the Blackstone Transaction is another important purpose of the spin-off transaction. While the
Company will primarily focus on the single-family business segment in its future business strategy, before entering into the Blackstone
Transaction and before initially confidentially submitting the Registration Statement, it had already been contemplated that upon the
completion of the spin-off, the Company would likely include non-single-family assets. Specifically, in the Blackstone Transaction it
was negotiated that the Company’s assets would include an  investment related to The Hartley at Blue Hill (formerly known
as the Park at Chapel Hill), which BRG identifies as a multifamily investment in the BRG 10-K. If any of BRG’s other bidders had
indicated that they did not want to acquire any of the multifamily properties, or if the bidders did not value the preferred investments
highly enough (the separation of the properties and the preferred investments was one of the elements of the bidding process), such assets
would have been allocated to the Company, as was the case with The Hartley at Blue Hill, as noted above. Further, if the Company’s
management had not been able to effectively complete the sale of the Relevant Assets and reinvest those proceeds in single-family properties
prior to the completion of the negotiation of the Blackstone Transaction, additional multifamily-related assets (including Relevant Assets)
would have been included in the Company’s assets as part of the negotiation of the Blackstone Transaction, on the basis that the
Company would need to have sufficient assets to operate as a standalone public entity and that those assets would have later been sold
to generate proceeds to pursue the Company’s single-family strategy.

In addition, multifamily and
single-family assets are very similar assets: all are residential real estate units which are rented to individual tenants. In
particular, although the Company’s attached townhome properties (e.g. Navigator Villas, Yauger Park Villas, Wayford at Concord
and Willow Park) are classified as single-family properties under the Company’s current methodology, given their underlying
characteristics, it would be just as appropriate for the Company to have classified them as multifamily properties using a different
methodology. As such, the label of a property as single-family or multifamily should not in and of itself be dispositive.

Given that the Company was intended to
have investments which BRG classified as multifamily properties following the completion of the spin-off, the fact that several of the
Company’s properties could have been classified as multifamily properties, and the fact that the Relevant Assets were specifically
sold and the cash generated from their sale utilized for the acquisition of the Company’s current assets and growth and succession
in the business, the Company believes that the Relevant Assets are consistent with the business to which it is succeeding.

In support of the Company’s position
with respect to its determination to include the Relevant Assets in the proposed predecessor, the Company respectfully submits that SEC
guidance on the determination of the predecessor indicates that companies may exercise judgment in making such a determination. The Company
refers to Section 1170.1 of the Financial Reporting Manual (the “Manual”), which states: “The definition
of ‘predecessor’ in Regulation C, Rule 405 is very broad,” and, further, contemplates the predecessor being a
 “group of entities.” A speech by the Staff at the 2015 AICPA National Conference1 outlined a number of factors
for registrants to consider in determining the predecessor, including (but not limited to): (1) the order in which the entities
are acquired, (2) the size of the entities, (3) the fair value of the entities, and (4) the historical and ongoing management
structure.2 Moreover, other SEC guidance expressly contemplates that a spin-off company need not track the segments of its
parent.3

1
See PwC, Business Combinations and Noncontrolling Interests (last updated
Feb. 2022), https://viewpoint.pwc.com/dt/us/en/pwc/accounting_guides/business_combination/assets/pwcbuscombguide0222v2.pdf; The 2015
AICPA SEC and PCAOB Conference, BDO Knows: SEC (BDO USA, Chicago, I.L.), Jan. 2016,
https://www.reit.com/sites/default/files/meetings/REITWise17/Accounting%20Committee/BDO%20Knows%20-%20The%202015%20AICPA%20SEC%20and%20PCAOB%20Conference.pdf.

2
The Staff has previously accepted registrants’ reliance on these factors in the context of determining the predecessor
entity in the context of an acquisition of the spin-off company. See Letter from White & Case LLP to Amanda Kim, et al., Staff
Acct., SEC (Mar. 31, 2021); Letter from David E. Shapiro to Tom Kluck, Legal Branch Chief, SEC (Jul. 22, 2016).

3
See Staff Legal Bulletin No. 4, Questions 8 and 9, which both contemplate the possibility that a spin-off company may not
have substantially the same assets, business and operations as a segment of the parent company.

In considering the foregoing factors
and the Company’s specific facts and circumstances, the Company respectfully submits that these principles support including
the Relevant Assets in the proposed predecessor. First, with respect to the order in which the entities were acquired, as discussed
above, the Relevant Assets were acquired prior to December 31, 2020, and all of the Relevant Operating Properties were disposed
of prior to July 8, 2021 as part of a deliberate plan by management (with all but two of the Relevant Investments disposed during the same time frame), and shortly thereafter the proceeds of such dispositions were
used to purchase the Company’s single-family assets (primarily in the second half of 2021). As such, including the Relevant
Assets in the proposed predecessor is reasonable and logical from a chronological point of view. Second, with respect to the size of
the entities, the Company respectfully submits that inclusion of the Relevant Assets results in the size and fair value of the
proposed predecessor (approximately $490 million as of December 31, 2020) 

United States securities and exchange commission logo
July 8, 2022
R. Ramin Kamfar
Chief Executive Officer
Bluerock Homes Trust, Inc.
1345 Avenue of the Americas, 32nd Floor
New York, NY 10105
Re:Bluerock Homes Trust, Inc.
Form 10-12B
Correspondence Dated June 15, 2022
File No. 001-41322
Dear Mr. Kamfar:
            We have reviewed your June 15, 2022 response and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Correspondence dated June 15, 2022
General
1.We note your response dated June 15, 2022, specifically, we note your determination that
certain properties, a mezzanine loan, and certain preferred equity investments should have
been included as a component of the predecessor.  We further note that it appears the
purpose of the spin-off transaction is to separate single-family residential real estate from
multi-family residential real estate.  Please address the following:
•Please clarify for us the nature of the operating properties and the assets underlying
the mezzanine loan and preferred equity investments (i.e. single-family residential or
multi-family residential).
•To the extent such properties and assets are not single-family residential properties,
please clarify for us how you determined that the historical operations of these assets
should be included in the predecessor.  Specifically, please address why you believe
these assets and operations are consistent with the business that you are succeeding

 FirstName LastNameR. Ramin Kamfar
 Comapany NameBluerock Homes Trust, Inc.
 July 8, 2022 Page 2
 FirstName LastName
R. Ramin Kamfar
Bluerock Homes Trust, Inc.
July 8, 2022
Page 2
to.
2.Notwithstanding the above comment, we note your response dated June 15, 2022,
specifically, you state that “A material contributing factor in the decision to effectuate the
dispositions of these properties was to generate cash for use in acquiring and investing in
single-family assets, and the net proceeds of these sales, repayments, and redemptions
were utilized as a source of cash (i) reflected in the cash balance of the Company on its
balance sheet as of December 31, 2021, or (ii) ultimately to invest in certain single-family
assets reflected on the balance sheet as of December 31, 2021.”  We further note the
disclosures on pages 13 and 14 of Bluerock Residential Growth REIT’s Form 10-K filed
March 11, 2022 which include lists of acquisitions and dispositions during 2021, we note
these lists appear to include acquisitions and dispositions of assets that are not included in
the proposed revised predecessor.  Please address the following:
•Please tell us how you determined that the certain 2021 dispositions by Bluerock
Residential Growth REIT are being included in the proposed revised predecessor and
certain dispositions are not being included in the proposed revised predecessor.
•Please tell us how you determined that the proceeds from the dispositions you now
include in the proposed revised predecessor were used to fund the acquisitions by the
proposed revised predecessor, and not used to fund operations or other acquisitions
by Bluerock Residential Growth REIT.
            You may contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Austin Wood at 202-551-5586 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

    MARTIN
                                            LIPTON

    HERBERT M. WACHTELL

    THEODORE N. MIRVIS

    EDWARD D. HERLIHY

    DANIEL A. NEFF

    ANDREW R. BROWNSTEIN

    STEVEN A. ROSENBLUM

    JOHN F. SAVARESE

    SCOTT K. CHARLES

    JODI J. SCHWARTZ

    ADAM O. EMMERICH

    RALPH M. LEVENE

    RICHARD G. MASON

    DAVID M. SILK

    ROBIN PANOVKA

    DAVID A. KATZ

    ILENE KNABLE GOTTS

    JEFFREY M. WINTNER

    TREVOR S. NORWITZ

    BEN M. GERMANA

    ANDREW J. NUSSBAUM

    RACHELLE SILVERBERG

    STEVEN A. COHEN

    DEBORAH
                                            L. PAUL

    DAVID C. KARP

    RICHARD K. KIM

    JOSHUA R. CAMMAKER

    MARK GORDON

    JEANNEMARIE O’BRIEN

    WAYNE M. CARLIN

    STEPHEN R. DiPRIMA

    NICHOLAS G. DEMMO

    IGOR KIRMAN

    JONATHAN M. MOSES

    T. EIKO STANGE

    WILLIAM SAVITT

    ERIC M. ROSOF

    GREGORY E. OSTLING

    DAVID B. ANDERS

    ANDREA K. WAHLQUIST

    ADAM J. SHAPIRO

    NELSON O. FITTS

    JOSHUA M. HOLMES

    DAVID E. SHAPIRO

    DAMIAN G. DIDDEN

    IAN BOCZKO

    51
                                            WEST 52ND STREET

    NEW YORK,
N.Y. 10019-6150

    TELEPHONE:
    (212) 403-1000

    FACSIMILE:
    (212) 403-2000

    MATTHEW
                                            M. GUEST

    DAVID E. KAHAN

    DAVID K. LAM

    BENJAMIN M. ROTH

    JOSHUA A. FELTMAN

    ELAINE P. GOLIN

    EMIL A. KLEINHAUS

    KARESSA L. CAIN

    RONALD C. CHEN

    GORDON S. MOODIE

    BRADLEY R. WILSON

    GRAHAM W. MELI

    GREGORY E. PESSIN

    CARRIE M. REILLY

    MARK F. VEBLEN

    SARAH K. EDDY

    VICTOR GOLDFELD

    BRANDON C. PRICE

    KEVIN S. SCHWARTZ

    MICHAEL S. BENN

    SABASTIAN V. NILES

    ALISON ZIESKE PREISS

    TIJANA J. DVORNIC

    JENNA
                                            E. LEVINE

    RYAN A. McLEOD

    ANITHA REDDY

    JOHN L. ROBINSON

    JOHN R. SOBOLEWSKI

    STEVEN WINTER

    EMILY D. JOHNSON

    JACOB A. KLING

    RAAJ S. NARAYAN

    VIKTOR SAPEZHNIKOV

    MICHAEL J. SCHOBEL

    ELINA TETELBAUM

    ERICA E. BONNETT

    LAUREN M. KOFKE

    ZACHARY S. PODOLSKY

    RACHEL B. REISBERG

    MARK A. STAGLIANO

    CYNTHIA FERNANDEZ LUMERMANN

    CHRISTINA C. MA

    NOAH B. YAVITZ

    GEORGE
                                            A. KATZ (1965–1989)

    JAMES H. FOGELSON
    (1967–1991)

    LEONARD M. ROSEN
    (1965–2014)

    OF COUNSEL

    MICHAEL
                                            H. BYOWITZ

    KENNETH B. FORREST

    SELWYN B. GOLDBERG

    PETER C. HEIN

    JB KELLY

    MEYER G. KOPLOW

    JOSEPH D. LARSON

    LAWRENCE S. MAKOW

    DOUGLAS K. MAYER

    PHILIP MINDLIN

    DAVID S. NEILL

    HAROLD S. NOVIKOFF

    LAWRENCE B. PEDOWITZ

    ERIC
                                            S. ROBINSON

    ERIC M. ROTH

    PAUL K. ROWE

    DAVID A. SCHWARTZ

    MICHAEL J. SEGAL

    ROSEMARY SPAZIANI

    ELLIOTT V. STEIN

    WARREN R. STERN

    LEO E. STRINE, JR.*

    PAUL VIZCARRONDO, JR.

    PATRICIA A. VLAHAKIS

    AMY R. WOLF

    MARC WOLINSKY

    * ADMITTED IN
                                                                                                            DELAWARE

COUNSEL

    DAVID
                                            M. ADLERSTEIN

    SUMITA AHUJA

    AMANDA K. ALLEXON

    LOUIS J. BARASH

    FRANCO CASTELLI

    ANDREW J.H. CHEUNG

    PAMELA EHRENKRANZ

    KATHRYN GETTLES-ATWA

    ADAM M. GOGOLAK

    NANCY
                                            B. GREENBAUM

    MARK A. KOENIG

    CARMEN X.W. LU

    J. AUSTIN LYONS

    ALICIA C. McCARTHY

    NEIL M. SNYDER

    S. CHRISTOPHER SZCZERBAN

    JEFFREY A. WATIKER

    Direct
                                            Dial: (212) 403-1005

    Direct Fax:
    (212) 403-2005

    E-Mail: VGoldfeld@wlrk.com

June 15, 2022

Via EDGAR and Courier

Austin Wood

Pam Long

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Bluerock Homes Trust, Inc.

Amendment No. 1 to Form 10-12B

Filed April 22, 2022

File No. 001-41322

Dear Mr. Wood and Ms. Long:

Further to recent discussions with the Staff of
the Division of Corporation Finance and the Office of the Chief Accountant (the “Staff”), we are writing to provide
supplemental information on behalf of our client, Bluerock Homes Trust, Inc. (the “Company”).

In connection with the ongoing discussions with
the Staff and further conversations with its auditors, the Company has continued to evaluate the original presentation of its predecessor
financial statements as contained in the Company’s registration statement on Form 10 (“Form 10”) filed
with the Securities and Exchange Commission (the “SEC”) on March 9, 2022 (the “Original Predecessor Presentation”).
Upon reflection, the Company believes that the Original Predecessor Presentation inadvertently omitted certain assets that should have
been included as a component of the predecessor. Specifically, the Company excluded from the Original Predecessor Presentation certain
properties, mezzanine loan and preferred equity investments which were held as of December 31, 2020, but were either sold, repaid
or redeemed during 2021 (the “Inadvertently Omitted Assets”). A material contributing factor in the decision to effectuate
the dispositions of these properties was to generate cash for use in acquiring and investing in single-family assets, and the net proceeds
of these sales, repayments, and redemptions were utilized as a source of cash (i) reflected in the cash balance of the Company on
its balance sheet as of December 31, 2021, or (ii) ultimately to invest in certain single-family assets reflected on the balance
sheet as of December 31, 2021.

The Company respectfully believes that it is appropriate
to include the Inadvertently Omitted Assets as a component of the predecessor, given their direct relationship with the ongoing single-family
business of the Company. The Company believes that including these Inadvertently Omitted Assets in the predecessor would provide investors
a more accurate historical financial presentation of the Company and a more meaningful understanding of the evolution of the Company.

While the Company is in the process of finalizing
the revised predecessor financial statements to be filed with the SEC in an amendment to the Form 10, the Company estimates that
revising the presentation of the Company’s predecessor as described above would result in the predecessor balance sheet as of December 31,
2020 reflecting total assets of approximately $475 million. The table below shows the estimated book value of each of the Inadvertently
Omitted Assets as of December 31, 2020, as well as the cash proceeds which were reinvested in the single-family business. As a result
of the inclusion of these properties in the total assets of the predecessor balance sheet as of December 31, 2020, none of the Company’s
properties (including the Relevant Properties (as defined in your comment letter (the “Comment Letter”) dated April 8,
2022 regarding the Form 10 filed with the SEC on March 9, 2022) exceeds the significance threshold for real estate acquisitions
set forth in Rule 3-14 of Regulation S-X (“Rule 3-14”) and therefore no Rule 3-14 financial statements
are required.

    Property
    Location
    Date Sold
    Units
    Ownership

Interest
    Book Value
 as of
 12/31/20
    Proceeds

    Operating

    ARIUM Grandewood
    Orlando, FL
    January 28, 2021
      306
      100 %
    $ 37.4
    $ 25.1

    James at South First
    Austin, TX
    February 24, 2021
      250
      90 %
      33.9
      18.1

    Marquis at The Cascades
    Tyler, TX
    March 1, 2021
      582
      90 %
      69.8
      32.6

    Plantation Park
    Lake Jackson, TX
    April 26, 2021
      238
      80 %
      34.6
      2.7

    Park & Kingston
    Charlotte, NC
    July 7, 2021
      168
      100 %
      25.9
      24.7

    The District at Scottsdale
    Scottsdale, AZ
    July 7, 2021
      332
      99 %
      123.3
      69.5

    Total Operating

      1,876

      324.9
      172.7

    Mezzanine Loan

    Vickers Historic Roswell
    Roswell, GA
    June 29, 2021
      79
      —
      12.1
      12.9

    Total Mezzanine Loan

      79

      12.1
      12.9

    Preferred Equity

    The Conley
    Leander, TX
    March 18, 2021
      259
      —
      17.2
      16.5

    Alexan Southside Place
    Houston, TX
    March 25, 2021
      270
      —
      10.2
      10.1

    Mira Vista
    Austin, TX
    September 23, 2021
      200
      —
      5.5
      5.6

    Thornton Flats
    Austin, TX
    December 14, 2021
      104
      —
      4.7
      5.5

    Total Preferred Equity

      833

      37.6
      37.7

    Total

      2,788

    $ 374.6
    $ 223.3

      -2-

In addition, the Company respectfully advises the
Staff that its pro forma financial statements will no longer reflect the acquisition of any of the properties that the Company had previously
included as adjustments in the pro forma financial statements in Amendment No. 1 to the
Form 10 filed with the SEC on April 22, 2022, due to the fact that none of those properties are significant under Rule 3-14
as tested against the updated total assets of the predecessor as of December 31, 2020, and as a result pro forma adjustments for
these property acquisitions are no longer required pursuant to Article 11 of Regulation S-X. Therefore, the Company respectfully
submits that comment 2 in the Comment Letter is no longer applicable. The Company further advises that the pro forma financial statements
included in the next amendment of  the Form 10 will reflect the disposition of the District at Scottsdale
referenced above.

If you have any questions concerning the above
or require any additional information in connection with the above, please do not hesitate to contact the undersigned at (212) 403-1005
or VGoldfeld@wlrk.com, or my colleague Elizabeth A. Ingriselli, at (212) 403-1130 or EAIngriselli@wlrk.com.

    Sincerely yours,

    /s/ Victor Goldfeld

    Victor Goldfeld

 cc: Michael Konig, Bluerock Residential
Growth REIT, Inc.

Jason Emala, Bluerock Asset Management, LLC

Elizabeth A. Ingriselli, Wachtell, Lipton, Rosen &
Katz

      -3-

United States securities and exchange commission logo
June 6, 2022
R. Ramin Kamfar
Chief Executive Officer
Bluerock Homes Trust, Inc.
1345 Avenue of the Americas, 32nd Floor
New York, NY 10105
Re:Bluerock Homes Trust, Inc.
Amendment No. 1 to Form 10-12B
Filed April 22, 2022
File No. 001-41322
Dear Mr. Kamfar:
            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
disclosure.  References to prior comments refer to comments in our letter dated April 8, 2022.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 1 to Form 10-12B filed April 22, 2022
Unaudited Pro Forma Combined Statement of Operations
Adjustments to the Unaudited Pro Forma Combined Statement of Operations, page 87
1.We continue to consider your response to comment 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Funds from Operations and Core Funds from Operations Attributable to Common Stockholders
and Unitholders, page 101
2.We note your response to comment 4.  Please revise your tabular reconciliation to more
accurately describe the adjustments that are presented net of your joint venture partners’
noncontrolling interest share.

 FirstName LastNameR. Ramin Kamfar
 Comapany NameBluerock Homes Trust, Inc.
 June 6, 2022 Page 2
 FirstName LastName
R. Ramin Kamfar
Bluerock Homes Trust, Inc.
June 6, 2022
Page 2
Business and Properties, page 103
3.We note your amended disclosure in response to comment 7.  We also note your response
that you do not believe it would be informative to investors to specifically identify each
unit or property that has planned renovations.  Please quantify how many properties or
units renovations have been planned for or are currently undergoing renovations.
Combined Financial Statements, page F-1
4.We continue to consider your response to comment 9.
            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.
            You may contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Austin Wood at 202-551-5586 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

    MARTIN LIPTON

    HERBERT M. WACHTELL

    THEODORE N. MIRVIS

    EDWARD D. HERLIHY

    DANIEL A. NEFF

    ANDREW R. BROWNSTEIN

    STEVEN A. ROSENBLUM

    JOHN F. SAVARESE

    SCOTT K. CHARLES

    JODI J. SCHWARTZ

    ADAM O. EMMERICH

    RALPH M. LEVENE

    RICHARD G. MASON

    DAVID M. SILK

    ROBIN PANOVKA

    DAVID A. KATZ

    ILENE KNABLE GOTTS

    JEFFREY M. WINTNER

    TREVOR S. NORWITZ

    BEN M. GERMANA

    ANDREW J. NUSSBAUM

    RACHELLE SILVERBERG

    STEVEN A. COHEN

    DEBORAH L. PAUL

    DAVID C. KARP

    RICHARD K. KIM

    JOSHUA R. CAMMAKER

    MARK GORDON

    JEANNEMARIE O’BRIEN

    WAYNE M. CARLIN

    STEPHEN R. DiPRIMA

    NICHOLAS G. DEMMO

    IGOR KIRMAN

    JONATHAN M. MOSES

    T. EIKO STANGE

    WILLIAM SAVITT

    ERIC M. ROSOF

    GREGORY E. OSTLING

    DAVID B. ANDERS

    ANDREA K. WAHLQUIST

    ADAM J. SHAPIRO

    NELSON O. FITTS

    JOSHUA M. HOLMES

    DAVID E. SHAPIRO

    DAMIAN G. DIDDEN

    IAN BOCZKO

    51 WEST 52ND
    STREET

    NEW YORK,
    N.Y. 10019-6150

    TELEPHONE:
    (212) 403-1000

    FACSIMILE:
(212) 403-2000

    MATTHEW
    M. GUEST

    DAVID
    E. KAHAN

    DAVID
    K. LAM

    BENJAMIN
    M. ROTH

    JOSHUA
    A. FELTMAN

    ELAINE
    P. GOLIN

    EMIL
    A. KLEINHAUS

    KARESSA
    L. CAIN

    RONALD
    C. CHEN

    GORDON
    S. MOODIE

    BRADLEY
    R. WILSON

    GRAHAM
    W. MELI

    GREGORY
    E. PESSIN

    CARRIE
    M. REILLY

    MARK
    F. VEBLEN

    SARAH
    K. EDDY

    VICTOR
    GOLDFELD

    BRANDON
    C. PRICE

    KEVIN
    S. SCHWARTZ

    MICHAEL
    S. BENN

    SABASTIAN
    V. NILES

    ALISON
    ZIESKE PREISS

    TIJANA
    J. DVORNIC

    JENNA
    E. LEVINE

    RYAN
    A. McLEOD

    ANITHA
    REDDY

    JOHN
    L. ROBINSON

    JOHN
    R. SOBOLEWSKI

    STEVEN
    WINTER

    EMILY
    D. JOHNSON

    JACOB
    A. KLING

    RAAJ
    S. NARAYAN

    VIKTOR
    SAPEZHNIKOV

    MICHAEL
    J. SCHOBEL

    ELINA
    TETELBAUM

    ERICA
    E. BONNETT

    LAUREN
    M. KOFKE

    ZACHARY
    S. PODOLSKY

    RACHEL
    B. REISBERG

    MARK
    A. STAGLIANO

    CYNTHIA
    FERNANDEZ LUMERMANN

    CHRISTINA
    C. MA

    NOAH
    B. YAVITZ

    GEORGE
    A. KATZ (1965–1989)

    JAMES
    H. FOGELSON (1967–1991)

    LEONARD
    M. ROSEN (1965–2014)

    OF COUNSEL

    MICHAEL
    H. BYOWITZ

    KENNETH
    B. FORREST

    SELWYN
    B. GOLDBERG

    PETER
    C. HEIN

    JB
    KELLY

    MEYER
    G. KOPLOW

    JOSEPH
    D. LARSON

    LAWRENCE
    S. MAKOW

    DOUGLAS
    K. MAYER

    PHILIP
    MINDLIN

    DAVID
    S. NEILL

    HAROLD
    S. NOVIKOFF

    LAWRENCE
    B. PEDOWITZ

    ERIC
    S. ROBINSON

    ERIC
    M. ROTH

    PAUL
    K. ROWE

    DAVID
    A. SCHWARTZ

    MICHAEL
    J. SEGAL

    ROSEMARY
    SPAZIANI

    ELLIOTT
    V. STEIN

    WARREN
    R. STERN

    LEO
    E. STRINE, JR.*

    PAUL
    VIZCARRONDO, JR.

    PATRICIA
    A. VLAHAKIS

    AMY
    R. WOLF

    MARC
    WOLINSKY

    * ADMITTED IN
    DELAWARE

    COUNSEL

    DAVID
    M. ADLERSTEIN

    SUMITA
    AHUJA

    AMANDA
    K. ALLEXON

    LOUIS
    J. BARASH

    FRANCO
    CASTELLI

    ANDREW
    J.H. CHEUNG

    PAMELA
    EHRENKRANZ

    KATHRYN
    GETTLES-ATWA

    ADAM
    M. GOGOLAK

    NANCY
    B. GREENBAUM

    MARK
    A. KOENIG

    CARMEN
    X.W. LU

    J.
    AUSTIN LYONS

    ALICIA
    C. McCARTHY

    NEIL
    M. SNYDER

    S.
    CHRISTOPHER SZCZERBAN

    JEFFREY
    A. WATIKER

    Direct
                                            Dial: (212) 403-1005

    Direct
    Fax: (212) 403-2005

    E-Mail:
    VGoldfeld@wlrk.com

May 27, 2022

Via EDGAR and Courier

Austin Wood

Pam Long

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Bluerock Homes Trust, Inc.

Amendment No. 1 to Form 10-12B

Filed April 22, 2022

File No. 001-41322

Dear Mr. Wood and Ms. Long:

Further to recent discussions with the Staff of
the Division of Corporation Finance, we are writing to provide supplemental information on behalf of our client, Bluerock Homes Trust,
Inc. (the “Company”), regarding certain of the Relevant Properties (as defined in your comment letter dated April 8,
2022 regarding the Company’s registration statement on Form 10 (the “Registration Statement”) filed with the
Securities and Exchange Commission on March 9, 2022).

ILE

As reflected in Amendment No. 1 to the
Registration Statement (“Amendment No. 1”), as of December 31, 2021, the ILE portfolio had 279 units and an
aggregate purchase price of $57,139,138. A majority of the properties within this portfolio were initially aggregated by the
Company’s joint venture partner from unique sellers in separate acquisitions; the initial contribution of the portfolio
occurred on November 19, 2021 and consisted of 238 properties with a valuation of $48.8 million. The remaining 41 properties were
purchased by the joint venture from unique sellers in separate acquisitions subsequent to that date.

Set forth below is a table reflecting the number
of units owned by the Company’s joint venture partner as aggregated over time prior to the initial contribution.

    Date
    Number of Units Owned

    12/31/20
    61

    3/31/21
    75

    6/30/21
    97

    9/30/21
    153

    11/19/21
    238

As of the November 19, 2021 date of contribution,
only 55 of the original 238 properties had more than three months of rental history.

We believe that these additional facts further
support the conclusion that Rule 3-14 financial statements are not required for the ILE portfolio. First, given that only 55 of the original
238 properties had more than three months of rental history as of the November 19, 2021 date of contribution, financial statements for
the ILE portfolio prior to the contribution date would not be meaningful to investors. Second, the $48.8 million aggregate valuation of
the 238 units translates to an average cost per unit in the contribution of approximately $200,000; if this average cost per unit is applied
to the 55 properties, the aggregate purchase price of those properties would be approximately $11 million, far below 20% of the total
assets of the Predecessor Entity as of December 31, 2020.

Texas Portfolio 183

As reflected in Amendment No. 1, as of December
31, 2021, Texas Portfolio 183 had 183 units and an aggregate purchase price of $28,290,000. The properties within this portfolio were
initially aggregated by the Company’s joint venture partner from unique sellers in separate acquisitions; the contribution of the
portfolio occurred on December 22, 2021 and consisted of all of the 183 properties.

      -2-

Set forth below is a table reflecting the number
of units owned by the Company’s joint venture partner as aggregated over time prior to the contribution.

    Date
    Number of Units Owned

    1/1/2021
    20

    2/1/2021
    26

    3/1/2021
    31

    4/1/2021
    37

    5/1/2021
    44

    6/1/2021
    46

    7/1/2021
    48

    8/1/2021
    146

    9/1/2021
    183

    10/1/2021
    183

    11/1/2021
    183

    12/1/2021
    183

We believe that these additional facts further
support the conclusion that Rule 3-14 financial statements are not required for Texas Portfolio 183. As of July 1, 2021, only 48 of the
properties (i.e., approximately one quarter of the total portfolio) had been acquired by the Company’s joint venture partner. Accordingly,
financial statements for Texas Portfolio 183 prior to the contribution date would not be meaningful to investors.

If you have any questions concerning the above
or require any additional information in connection with the above, please do not hesitate to contact the undersigned at (212) 403-1005
or VGoldfeld@wlrk.com, or my colleague Elizabeth A. Ingriselli, at (212) 403-1130 or EAIngriselli@wlrk.com.

    Sincerely yours,

    /s/ Victor Goldfeld

    Victor Goldfeld

    cc:
    Michael Konig, Bluerock Residential Growth REIT, Inc.

    Jason Emala, Bluerock Asset Management, LLC

    Elizabeth A. Ingriselli, Wachtell, Lipton, Rosen & Katz

      -3-

CORRESP
1
filename1.htm

    MARTIN LIPTON

    HERBERT M. WACHTELL

    THEODORE N. MIRVIS

    EDWARD D. HERLIHY

    DANIEL A. NEFF

    ANDREW R. BROWNSTEIN

    STEVEN A. ROSENBLUM

    JOHN F. SAVARESE

    SCOTT K. CHARLES

    JODI J. SCHWARTZ

    ADAM O. EMMERICH

    RALPH M. LEVENE

    RICHARD G. MASON

    DAVID M. SILK

    ROBIN PANOVKA

    DAVID A. KATZ

    ILENE KNABLE GOTTS

    JEFFREY M. WINTNER

    TREVOR S. NORWITZ

    BEN M. GERMANA

    ANDREW J. NUSSBAUM

    RACHELLE SILVERBERG

    STEVEN A. COHEN

    DEBORAH L. PAUL

    DAVID C. KARP

    RICHARD K. KIM

    JOSHUA R. CAMMAKER

    MARK GORDON

    JEANNEMARIE O’BRIEN

    WAYNE M. CARLIN

    STEPHEN R. DiPRIMA

    NICHOLAS G. DEMMO

    IGOR KIRMAN

    JONATHAN M. MOSES

    T. EIKO STANGE

    WILLIAM SAVITT

    ERIC M. ROSOF

    GREGORY E. OSTLING

    DAVID B. ANDERS

    ANDREA K. WAHLQUIST

    ADAM J. SHAPIRO

    NELSON O. FITTS

    JOSHUA M. HOLMES

    DAVID E. SHAPIRO

    DAMIAN G. DIDDEN

    IAN BOCZKO

    51 WEST 52ND
    STREET

    NEW YORK,
    N.Y. 10019-6150

    TELEPHONE:
    (212) 403-1000

    FACSIMILE:
(212) 403-2000

    MATTHEW
    M. GUEST

    DAVID
    E. KAHAN

    DAVID
    K. LAM

    BENJAMIN
    M. ROTH

    JOSHUA
    A. FELTMAN

    ELAINE
    P. GOLIN

    EMIL
    A. KLEINHAUS

    KARESSA
    L. CAIN

    RONALD
    C. CHEN

    GORDON
    S. MOODIE

    BRADLEY
    R. WILSON

    GRAHAM
    W. MELI

    GREGORY
    E. PESSIN

    CARRIE
    M. REILLY

    MARK
    F. VEBLEN

    SARAH
    K. EDDY

    VICTOR
    GOLDFELD

    BRANDON
    C. PRICE

    KEVIN
    S. SCHWARTZ

    MICHAEL
    S. BENN

    SABASTIAN
    V. NILES

    ALISON
    ZIESKE PREISS

    TIJANA
    J. DVORNIC

    JENNA
    E. LEVINE

    RYAN
    A. McLEOD

    ANITHA
    REDDY

    JOHN
    L. ROBINSON

    JOHN
    R. SOBOLEWSKI

    STEVEN
    WINTER

    EMILY
    D. JOHNSON

    JACOB
    A. KLING

    RAAJ
    S. NARAYAN

    VIKTOR
    SAPEZHNIKOV

    MICHAEL
    J. SCHOBEL

    ELINA
    TETELBAUM

    ERICA
    E. BONNETT

    LAUREN
    M. KOFKE

    ZACHARY
    S. PODOLSKY

    RACHEL
    B. REISBERG

    MARK
    A. STAGLIANO

    CYNTHIA
    FERNANDEZ LUMERMANN

    CHRISTINA
    C. MA

    NOAH
    B. YAVITZ

    GEORGE
    A. KATZ (1965–1989)

    JAMES
    H. FOGELSON (1967–1991)

    LEONARD
    M. ROSEN (1965–2014)

    OF COUNSEL

    MICHAEL
    H. BYOWITZ

    KENNETH
    B. FORREST

    SELWYN
    B. GOLDBERG

    PETER
    C. HEIN

    JB
    KELLY

    MEYER
    G. KOPLOW

    JOSEPH
    D. LARSON

    LAWRENCE
    S. MAKOW

    DOUGLAS
    K. MAYER

    PHILIP
    MINDLIN

    DAVID
    S. NEILL

    HAROLD
    S. NOVIKOFF

    LAWRENCE
    B. PEDOWITZ

    ERIC
    S. ROBINSON

    ERIC
    M. ROTH

    PAUL
    K. ROWE

    DAVID
    A. SCHWARTZ

    MICHAEL
    J. SEGAL

    ROSEMARY
    SPAZIANI

    ELLIOTT
    V. STEIN

    WARREN
    R. STERN

    LEO
    E. STRINE, JR.*

    PAUL
    VIZCARRONDO, JR.

    PATRICIA
    A. VLAHAKIS

    AMY
    R. WOLF

    MARC
    WOLINSKY

    * ADMITTED IN
    DELAWARE

    COUNSEL

    DAVID
    M. ADLERSTEIN

    SUMITA
    AHUJA

    AMANDA
    K. ALLEXON

    LOUIS
    J. BARASH

    FRANCO
    CASTELLI

    ANDREW
    J.H. CHEUNG

    PAMELA
    EHRENKRANZ

    KATHRYN
    GETTLES-ATWA

    ADAM
    M. GOGOLAK

    NANCY
    B. GREENBAUM

    MARK
    A. KOENIG

    CARMEN
    X.W. LU

    J.
    AUSTIN LYONS

    ALICIA
    C. McCARTHY

    NEIL
    M. SNYDER

    S.
    CHRISTOPHER SZCZERBAN

    JEFFREY
    A. WATIKER

    Direct
                                            Dial: (212) 403-1005

    Direct
    Fax: (212) 403-2005

    E-Mail:
    VGoldfeld@wlrk.com

April 22, 2022

Via EDGAR and Courier

Austin Wood

Pam Long

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Bluerock Homes Trust, Inc.

Form 10-12B

Filed March 9, 2022

File No. 001-41322

Dear Mr. Wood and Ms. Long:

On behalf of our client, Bluerock Homes Trust, Inc.
(the “Company”), set forth below is the response of the Company to the comments of the Staff of the Division of Corporation
Finance (the “Staff”) that were set forth in your letter dated April 8, 2022, regarding the Company’s registration
statement on Form 10 (the “Registration Statement”) filed with the Securities and Exchange Commission on March 9,
2022. In connection with this letter responding to the Staff’s comments, the Company is publicly filing Amendment No. 1 to
the Registration Statement (“Amendment No. 1”).

For your convenience, the Staff’s comments
are set forth in bold, followed by the response on behalf of the Company. All page references in the response set forth below refer
to pages of Amendment No. 1.

Unaudited Pro Forma Combined Statement of Operations, page 82

 1. We note the line caption interest income from related parties is not consistent with the caption interest income from loan investments
on page F-4. Please advise or revise for consistency.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on   page 83 of Amendment No. 1.

Adjustments to the Unaudited Pro Forma Combined Statement of
Operations, page 85

 2. We note your response to our prior comment 7 and your revisions to your filing. With respect to the revenues and expenses in adjustment
a, please address the following:

 · Please tell us and expand your disclosure to further clarify from where the amounts were derived and clarify the nature of and
basis for any adjustments made to such amounts.

 · Response: In response to the Staff’s comment, the Company has revised the disclosure on page 87 of Amendment
                                                                                                               No. 1.

 · Please tell us why these amounts are not based on the actual revenues earned and the actual expenses incurred, if true.

 · Response: In response to the Staff’s comment, the Company respectfully
                                                                                                                   advises the Staff that the amounts in adjustment a with respect to Wayford at Concord are based on historical financial information
                                                                                                                   received from the seller. For the other properties, the revenues are based on the actual rent rolls at December 31, 2021, which
                                                                                                                   are supported by executed leases. The Company’s historical single-family residential bad debt expense rate (1.3% of revenues) was
                                                                                                                   also applied to the rent roll revenues. For operating expenses, the amounts are primarily based on actual expenses, such as real
                                                                                                                   estate tax bills, in-place insurance policies, franchise tax rates, leasing commissions and HOA fees (collectively, the
                                                                                                                   “Categories”). Certain expenses such as utilities, administrative, repairs and maintenance (comprising
                                                                                                                   approximately 20% of total expenses) are based on estimates, which are based on the Company’s and its joint venture
                                                                                                                   partners’ significant experience in operating residential assets. As the Company respectfully advised the Staff in its
                                                                                                                   response to the Staff’s prior comment 15, the previous owners of Yauger Park Villas, Springfield, ILE, Texas Portfolio
                                                                                                                   183 and DFW 189 have been unable and/or unwilling to provide the Company with reliable historical financial information, and this
                                                                                                                   applies to the previous owners of the other properties listed under adjustment a as well, other than Wayford at Concord. That said,
                                                                                                                   the Company has made significant efforts to obtain any historical information it can in order to produce actual revenues and
                                                                                                                   expenses based on contracts that were in place as at December 31, 2021. The Company believes that the pro forma financial
                                                                                                                   information presented in Amendment No. 1 is not materially different than if it were based on historical financial statements
                                                                                                                   of each of the properties, as adjusted for  contractual arrangements such as lease agreements, insurance contracts and management
                                                                                                                   agreements.

 · Please tell us how you determined that the amounts reflected for such revenues and expenses comply with Article 11 of Regulation
S-X.

 · Response: These amounts are based on the best possible estimation that the Company
                                                                                                                   can make in the absence of historical financial information from the sellers and closely represent what the Company believes actual
                                                                                                                   historical results would have been if the Company owned the properties since January 1, 2021. As discussed in the response to
                                                                                                                   the prior bullet, the Company believes that the pro forma financial information presented in Amendment No. 1 is not materially
                                                                                                                   different than if it were based on historical financial statements of each of the properties, as adjusted for  contractual
                                                                                                                   arrangements such as lease agreements, insurance contracts and management agreements. With respect to revenues, other than for
                                                                                                                   Wayford at Concord, where the Company used historical financial information from the seller, revenues were based on the
                                                                                                                   properties’ December 31, 2021 rent rolls, and such rent rolls are supported by actual executed leases. The Company’s
                                                                                                                   historical single-family residential bad debt expense rate (1.3% of revenues) was also applied to the rent roll revenues. With
                                                                                                                   respect to expense adjustments, approximately 80% of such expense adjustments were based on and adjusted from historical actual
                                                                                                                   results or contractual agreements for the Categories, which Categories are further detailed on page 87 of Amendment No. 1. The
                                                                                                                   Company calculated this 80% as the Categories consist of 80% of the overall adjustment for expenses for the properties.  The
                                                                                                                   remaining 20% of such expenses (utilities, administrative, and repairs and maintenance) were based on and adjusted from the
                                                                                                                   Company’s joint venture partners’ historical experience of operating residential assets for an average of 90 years per
                                                                                                                   joint venture senior management team and the Company’s historical experience of operating residential assets for the past 14
                                                                                                                   years.

 3. We note your adjustment c for management fees. Please revise your disclosure to indicate how both property management and asset
management fees are calculated. In addition, please tell us which agreement(s) contains terms for these fees.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page  88 of Amendment No. 1.

Management’s Discussion and Analysis of Financial Condition and
Results of Operations Funds from Operations and Core Funds from Operations Attributable to Common Stockholders and Unitholders, page 99

 4. We note your adjustments are on a pro-rata basis to arrive at FFO attributable to Bluerock Homes and CFFO attributable to Bluerock
Homes. Please tell us how you determined it was appropriate to aggregate such adjustments on a pro-rata basis. Alternatively, revise your
filing to present these adjustments on a gross basis. For example purposes only, please revise to present a line item for the adjustment
for total real estate depreciation and amortization and a separate line item for the portion of real estate depreciation and amortization
allocated to noncontrolling interests.

Response: The Company adjusts the components of FFO
and CFFO by deducting its joint venture partners’ noncontrolling interest share to reflect only the amount attributable to Bluerock
Homes shareholders.  As the Company anticipates disclosing FFO and CFFO per share amounts in connection with its quarterly earnings,
the amount attributable to Bluerock Homes shareholders is utilized in the FFO and CFFO per share calculation.

Business and Properties, page 102

 5. We note your amended disclosure in response to comment 9 from our previous letter. Please revise to clarify what is meant by “scattered.”
For example, clarify whether you mean that the homes are not always part of a single community or development. Please also explain what
a “first-ring suburban market” is, and identify any major metropolitan areas that are accessible from the suburban markets where
your scattered homes are located, or that you may be targeting for additional acquisitions. Please also clarify what the operational,
financial or other effect is of aggregating these homes into large portfolios.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on   pages 10, 13, 103, 106, and 110 of Amendment No. 1.

 6. We note your amended disclosure in response to comment 10 from our previous letter. We reissue the comment in part. Please quantify,

United States securities and exchange commission logo
April 8, 2022
R. Ramin Kamfar
Chief Executive Officer
Bluerock Homes Trust, Inc.
1345 Avenue of the Americas, 32nd Floor
New York, NY 10105
Re:Bluerock Homes Trust, Inc.
Form 10-12B
Filed March 9, 2022
File No. 001-41322
Dear Mr. Kamfar:
            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
disclosure.  References to prior comments refer to comments in our letter dated February 4,
2022.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 10-12B filed March 9, 2022
Unaudited Pro Forma Combined Statement of Operations, page 82
1.We note the line caption interest income from related parties is not consistent with the
caption interest income from loan investments on page F-4.  Please advise or revise for
consistency.
Adjustments to the Unaudited Pro Forma Combined Statement of Operations, page 85
2.We note your response to our prior comment 7 and your revisions to your filing.  With
respect to the revenues and expenses in adjustment a, please address the following:
•Please tell us and expand your disclosure to further clarify from where the amounts
were derived and clarify the nature of and basis for any adjustments made to such
amounts.

 FirstName LastNameR. Ramin Kamfar
 Comapany NameBluerock Homes Trust, Inc.
 April 8, 2022 Page 2
 FirstName LastNameR. Ramin Kamfar
Bluerock Homes Trust, Inc.
April 8, 2022
Page 2
•Please tell us why these amounts are not based on the actual revenues earned and the
actual expenses incurred, if true.
•Please tell us how you determined that the amounts reflected for such revenues and
expenses comply with Article 11 of Regulation S-X.
3.We note your adjustment c for management fees.  Please revise your disclosure to indicate
how both property management and asset management fees are calculated. In addition,
please tell us which agreement(s) contains terms for these fees.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Funds from Operations and Core Funds from Operations Attributable to Common Stockholders
and Unitholders, page 99
4.We note your adjustments are on a pro-rata basis to arrive at FFO attributable to Bluerock
Homes and CFFO attributable to Bluerock Homes.  Please tell us how you determined it
was appropriate to aggregate such adjustments on a pro-rata basis.  Alternatively, revise
your filing to present these adjustments on a gross basis.  For example purposes only,
please revise to present a line item for the adjustment for total real estate depreciation and
amortization and a separate line item for the portion of real estate depreciation and
amortization allocated to noncontrolling interests.
Business and Properties, page 102
5.We note your amended disclosure in response to comment 9 from our previous letter.
Please revise to clarify what is meant by "scattered."  For example, clarify whether you
mean that the homes are not always part of a single community or development.  Please
also explain what a "first-ring suburban market" is, and identify any major metropolitan
areas that are accessible from the suburban markets where your scattered homes are
located, or that you may be targeting for additional acquisitions.  Please also clarify what
the operational, financial or other effect is of aggregating these homes into large
portfolios.
6.We note your amended disclosure in response to comment 10 from our previous letter.
We reissue the comment in part.  Please quantify, either in a range or as a specific
number, the average cost associated with making a recently acquired home rent-
ready.  We understand that there may be significant variance in cost across homes
depending upon a number of factors.
7.We note your amended disclosure in response to comment 11 from our previous letter.
On page 102 you provide that most properties are rent ready and do not require
renovations, but you also provide that some properties have renovations planned.  Please
revise this section, in accordance with comment 11, to identify the properties that require
renovations and quantify the costs of the planned renovations.

 FirstName LastNameR. Ramin Kamfar
 Comapany NameBluerock Homes Trust, Inc.
 April 8, 2022 Page 3
 FirstName LastNameR. Ramin Kamfar
Bluerock Homes Trust, Inc.
April 8, 2022
Page 3
Property Management and Leasing, page 121
8.We note your amended disclosure in response to comment 13 from our previous letter.
We reissue the comment in part.  Please further revise your disclosure to include any
requirements or characteristics you or your property managers have with respect to
tenants.  For example, requirements or characteristics such as tenant age, income
coverage, number of adults per home, and household income.
Combined Financial Statements, page F-1
9.We note your response to our comment 15, and that six single-family properties
(collectively, the "Relevant Properties") acquired during the fiscal year ended December
31, 2021 exceeded 20% of the total assets of the Predecessor Entity as of December 31,
2020.  With respect to the Relevant Properties, please address the following:
•Please tell us which of the Relevant Properties was acquired from a seller that was
not a small business owner and that you might potentially be able to obtain the
information necessary to prepare Rule 3-14 financial statements.
•Please tell us what steps were taken to request financial information that would be
necessary to prepare Rule 3-14 financial statements.
•Please clarify for us what is meant by sellers being "incentivized by the sale process"
to provide financial information that would be necessary to prepare Rule 3-14
financial statements.  In your response, please clarify if providing such information
was required by the purchase and sale agreement.
•We note adjustment a to your pro forma financial information described on page 85.
Please tell us what historical financial information, if any, was received from the
sellers of the Relevant Properties.
•Please elaborate on the prior rental history of the two Relevant Properties that are in
the category of Build-to-Rent.  In this regard, please tell us which periods during
2020 until acquisition in 2021 that such properties were in development, in lease up,
and stabilized, as well as your determination of what qualifies as stabilized.  In your
response, please provide occupancy information, if known, throughout 2020 through
and including the period in 2021 prior to acquisition.
•Please elaborate on the prior rental history of the four Relevant Properties that are in
the category of Scattered Site-Clustered.  In your response, please provide occupancy
information, if known, throughout 2020 through and including the period in 2021
prior to acquisition.  In addition, please clarify if any of these Relevant Properties
were undergoing renovations during 2020, during 2021 prior to acquisition, or
subsequent to acquisition.
•Please clarify for us whether you believe the historical performance of the
Relevant Properties is or is not representative of future operations, and how you made
your determination.
            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

 FirstName LastNameR. Ramin Kamfar
 Comapany NameBluerock Homes Trust, Inc.
 April 8, 2022 Page 4
 FirstName LastName
R. Ramin Kamfar
Bluerock Homes Trust, Inc.
April 8, 2022
Page 4
action by the staff.
            You may contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Austin Wood at 202-551-5586 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

    MARTIN LIPTON

    HERBERT M. WACHTELL

    THEODORE N. MIRVIS

    EDWARD D. HERLIHY

    DANIEL A. NEFF

    ANDREW R. BROWNSTEIN

    STEVEN A. ROSENBLUM

    JOHN F. SAVARESE

    SCOTT K. CHARLES

    JODI J. SCHWARTZ

    ADAM O. EMMERICH

    RALPH M. LEVENE

    RICHARD G. MASON

    DAVID M. SILK

    ROBIN PANOVKA

    DAVID A. KATZ

    ILENE KNABLE GOTTS

    JEFFREY M. WINTNER

    TREVOR S. NORWITZ

    BEN M. GERMANA

    ANDREW J. NUSSBAUM

    RACHELLE SILVERBERG

    STEVEN A. COHEN

    DEBORAH L. PAUL

    DAVID C. KARP

    RICHARD K. KIM

    JOSHUA R. CAMMAKER

    MARK GORDON

    JEANNEMARIE O’BRIEN

    WAYNE M. CARLIN

    STEPHEN R. DiPRIMA

    NICHOLAS G. DEMMO

    IGOR KIRMAN

    JONATHAN M. MOSES

    T. EIKO STANGE

    WILLIAM SAVITT

    ERIC M. ROSOF

    GREGORY E. OSTLING

    DAVID B. ANDERS

    ANDREA K. WAHLQUIST

    ADAM J. SHAPIRO

    NELSON O. FITTS

    JOSHUA M. HOLMES

    DAVID E. SHAPIRO

    DAMIAN G. DIDDEN

    IAN BOCZKO

    51 WEST
    52ND STREET

    NEW YORK, N.Y. 10019-6150

    TELEPHONE: (212) 403-1000

    FACSIMILE: (212) 403-2000

    MATTHEW M. GUEST

    DAVID E. KAHAN

    DAVID K. LAM

    BENJAMIN M. ROTH

    JOSHUA A. FELTMAN

    ELAINE P. GOLIN

    EMIL A. KLEINHAUS

    KARESSA L. CAIN

    RONALD C. CHEN

    GORDON S. MOODIE

    BRADLEY R. WILSON

    GRAHAM W. MELI

    GREGORY E. PESSIN

    CARRIE M. REILLY

    MARK F. VEBLEN

    SARAH K. EDDY

    VICTOR GOLDFELD

    BRANDON C. PRICE

    KEVIN S. SCHWARTZ

    MICHAEL S. BENN

    SABASTIAN V. NILES

    ALISON ZIESKE PREISS

    TIJANA J. DVORNIC

    JENNA E. LEVINE

    RYAN A. McLEOD

    ANITHA REDDY

    JOHN L. ROBINSON

    JOHN R. SOBOLEWSKI

    STEVEN WINTER

    EMILY D. JOHNSON

    JACOB A. KLING

    RAAJ S. NARAYAN

    VIKTOR SAPEZHNIKOV

    MICHAEL J. SCHOBEL

    ELINA TETELBAUM

    ERICA E. BONNETT

    LAUREN M. KOFKE

    ZACHARY S. PODOLSKY

    RACHEL B. REISBERG

    MARK A. STAGLIANO

    CYNTHIA FERNANDEZ LUMERMANN

    CHRISTINA C. MA

    NOAH B. YAVITZ

    GEORGE A. KATZ (1965–1989)

    JAMES H. FOGELSON (1967–1991)

    LEONARD M. ROSEN (1965–2014)

    OF COUNSEL

    MICHAEL H. BYOWITZ

    KENNETH B. FORREST

    SELWYN B. GOLDBERG

    PETER C. HEIN

    JB KELLY

    MEYER G. KOPLOW

    JOSEPH D. LARSON

    LAWRENCE S. MAKOW

    DOUGLAS K. MAYER

    PHILIP MINDLIN

    DAVID S. NEILL

    HAROLD S. NOVIKOFF

    LAWRENCE B. PEDOWITZ

    ERIC S. ROBINSON

    ERIC M. ROTH

    PAUL K. ROWE

    DAVID A. SCHWARTZ

    MICHAEL J. SEGAL

    ROSEMARY SPAZIANI

    ELLIOTT V. STEIN

    WARREN R. STERN

    LEO E. STRINE, JR.*

    PAUL VIZCARRONDO, JR.

    PATRICIA A. VLAHAKIS

    AMY R. WOLF

    MARC WOLINSKY

    * ADMITTED IN DELAWARE

    COUNSEL

    DAVID M. ADLERSTEIN

    SUMITA AHUJA

    AMANDA K. ALLEXON

    LOUIS J. BARASH

    FRANCO CASTELLI

    ANDREW J.H. CHEUNG

    PAMELA EHRENKRANZ

    KATHRYN GETTLES-ATWA

    ADAM M. GOGOLAK

    NANCY B. GREENBAUM

    MARK A. KOENIG

    CARMEN X.W. LU

    J. AUSTIN LYONS

    ALICIA C. McCARTHY

    NEIL M. SNYDER

    S. CHRISTOPHER SZCZERBAN

    JEFFREY A. WATIKER

    Direct Dial: (212) 403-1005

    Direct Fax: (212) 403-2005

    E-Mail: VGoldfeld@wlrk.com

    March
    9, 2022

Via
EDGAR and Courier

Austin Wood

Pam Long

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Bluerock Homes Trust, Inc.

Draft Registration Statement on Form 10

Confidentially Submitted January 10, 2022

File No. 377-05916

Dear Mr. Wood and Ms. Long:

On
behalf of our client, Bluerock Homes Trust, Inc. (the “Company” or “Bluerock Homes”), set
forth below is the response of the Company to the comments of the Staff of the Division of Corporation Finance (the “Staff”)
that were set forth in your letter dated February 4, 2022, regarding the Company’s draft registration statement on Form 10 (the
 “Registration Statement”) confidentially submitted to the Securities and Exchange Commission on January 10, 2022. In
connection with this letter responding to the Staff’s comments, the Company is publicly filing Amendment No. 1 to the Registration
Statement (“Amendment No. 1”).

For your convenience, the Staff’s comments
are set forth in bold, followed by the response on behalf of the Company. All page references in the response set forth below refer to
pages of Amendment No. 1.

Summary, page 10

 1. We note repeated references here and throughout the filing to a “technology aided platform” as part of the company’s
value add implementation. Please revise your disclosure to provide details and an explanation of what the technology aided platform consists
of and how it can add value to the company and its properties.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 14 and 109 of Amendment No. 1.

The Separation and Distribution, page 15

 2. Please revise your disclosure to include a graphic depiction
of the organizational structure of Bluerock prior to the spin off transaction and its UPREIT structure after the spin off transaction
so that investors may better understand the details of the spin off.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 17 of Amendment No. 1.

Conditions to the Distribution, page 70

 3. We note disclosure in your risk factor entitled “Failure
to qualify as a REIT . . .” beginning on page 55 that in connection with the distribution, you will receive an opinion of counsel
that you will qualify as a REIT. Please clarify whether receipt of this opinion is a condition to completing the distribution.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 4, 56, 70, 76, and 169 of Amendment No.
1.

    2

Unaudited Pro Forma Combined Financial Statements,
page 79

 4. On page 18, you disclose that the sublease will be assigned
to you, including Bluerock Residential’s liabilities associated therewith, and that Badger Parent will pay you $2.5 million. It
does not appear that you have reflected the foregoing in your pro forma financial information. Please tell us how you determined it was
unnecessary to adjust for these items, or tell us where you have reflected them within your pro forma financial information. Please refer
to Article 11 of Regulation S-X.

Response:
Bluerock Residential and Bluerock Real Estate, LLC (“BRE”) are co-tenants and are jointly and severally liable on their sublease
of office space in New York. To allocate costs and liabilities, Bluerock Residential and BRE have a lease cost-sharing agreement, with
Bluerock Residential’s allocated share being variable based on usage for the relevant period. Historically, BRE has invoiced Bluerock
Residential on a quarterly basis under the variable usage formula and Bluerock Residential has reimbursed BRE for Bluerock Residential’s
variable allocation of occupancy costs. The sublease will be assigned (subject to any required consents of Sublandlord and Landlord) to
Bluerock Homes as of the consummation of the Distribution.

Bluerock Homes is expected to incur approximately
20% of the remaining rent as of the consummation of the Distribution with the remaining 80% (estimated to be $2.5 million) to be paid
by Bluerock Residential. Badger Parent has agreed to pay the $2.5 million owed by Bluerock Residential to Bluerock Homes, which will ultimately
be remitted to BRE. The Company has revised the disclosure to reflect this amount as restricted cash and a liability in the pro forma
financial statements in Footnote C on page 84 of Amendment No. 1.

Adjustments to the Unaudited Pro Forma Combined
Balance Sheet, page 83

 5. Please revise note A to disclose the date the properties
were purchased. Additionally, please revise note E to disclose the date the investment occurred.

Response:
The Company has updated the Pro Forma Combined Balance Sheet to include information as of December 31, 2021. In response to the Staff’s
comment, the Company has revised the disclosure in Footnotes A and F (formerly Footnote E) on pages 83 and 84 of Amendment No. 1.

 6. Please revise note J to disclose the basis for the adjustment
for the partially owned properties.

Response:
The Company has updated the Pro Forma Combined Balance Sheet to include information as of December 31, 2021. In response to the Staff’s
comment, the Company has revised the disclosure in  Footnote J on page 85 of Amendment No. 1.

Adjustments to the Unaudited Pro Forma Combined
Statement of Operations, page 85

 7. Please revise adjustment a to disaggregate this information
by portfolio, as you have in adjustment A. In addition, please revise your disclosure to clarify from where this information has been
derived.

Response:
The Company has updated the Pro Forma Combined State of Operations to include information for the year ended December 31, 2021. In response
to the Staff’s comment, the Company has revised the disclosure in Footnote a on page 85 of Amendment No. 1.

    3

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

Non-GAAP Financial Measures, page 97

 8. We note that you have included an adjustment for provision
for credit losses to arrive at your measure titled FFO attributable to Bluerock Homes. As a result of this adjustment, it appears that
your computation of FFO differs from the NAREIT definition of FFO. Please revise the title of this non-GAAP measure to distinguish it
from FFO as commonly defined or remove the adjustment. Further, please update the related disclosure of this measure, as appropriate.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page  100 of Amendment No. 1.

Business and Properties, page 100

 9. Please elaborate on each of your investment strategies, identifying
any specific characteristics of the homes you invest in, locations, and the source of acquisitions (for example, broker, auction, or
bulk sale) within each strategy. Please also explain what is distinctive about the “scattered site aggregation” investment
strategy, other than that you will provide affordable housing to middle-income renters at above-market yields. Please also explain “Build-to-Rent”
development, including what a build-to-rent community is and what your role is in development.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 10, 14, 102  and 109 of
Amendment No. 1.

 10. Please revise this section to provide more robust disclosure
regarding acquisitions or investment in properties, such as acquisition pace per month or quarter, cost or purchase price of homes and
the source of acquisitions. Please also address the time and cost associated with newly acquired homes to have them
rent-ready and finally leased. Also address tenant retention and turnover rates and cost.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 102 and 121 of Amendment No. 1. With
respect to tenant retention and turnover rates and cost, given the fact that all but one of the Company’s operating properties
has been acquired in the past 12 months, the Company respectfully advises the Staff that it believes that any historical data the
Company could provide with respect to tenant retention and turnover rates will not be particularly informative to shareholders and
may run the risk of being misleading.

    4

 11. Please revise information about the properties in your
portfolio to include aggregate cost, initial renovation cost, and year of purchase for each group of properties. Please also address
lease expiration, purchase date and rentable square footage.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 102 and 103 of Amendment No. 1.

 12. Please discuss your policies regarding borrowing or loaning
money, and engaging in the purchase and sale of investments. In this regard, we note risk factor disclosures that there is no limitation
on the amount you may invest in a single property or the amount you can borrow to purchase individual properties, and that you may have
difficulty selling real estate investments.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 120 of Amendment No. 1.

Our Network Strategy, page 104

 13. We note your disclosure on page 106 regarding the company’s
disciplined underwriting and due diligence process. Please revise your disclosure here, and where else appropriate, to provide the material
aspects of the company’s processes. Where appropriate, please also describe how you review residents and what, if any, requirements
or characteristics you have for residents. In this regard, we note references in your disclosure to “middle-income” and millennial
renters.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 120 and 121 of Amendment No. 1.

Exclusive Forum, page 157

 14. We note your disclosure regarding that, absent the company’s
written consent, the Circuit Court for Baltimore City, Maryland will be the exclusive forum for four categories of lawsuits pursuant
to your bylaws. Please revise your disclosure to clearly state whether or not your bylaw provision applies to claims under the federal
securities laws. Please note that Section 22 of the Securities Act of 1933 grants state and federal courts concurrent jurisdiction over Securities
Act claims, and Section 27 of the Exchange Act of 1934 provides that the federal courts have exclusive jurisdiction of Exchange Act claims.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 160 of Amendment No. 1.

    5

Combined Financial Statements, page F-1

 15. We note your list of properties acquired subsequent to
December 31, 2020 on page 83 and that several of these properties exceed 20% of your total assets at December 31, 2020. Please tell us
how you determined it was unnecessary to include Rule 3-14 financial statements for these properties. Please refer to Rule 3-14 of Regulation
S-X.

Response:
The Company respectfully advises the Staff that it believes Rule 3-14 financial statements are not required based on Section 2335.1 of
the Financial Reporting Manual (the “Manual”) published by the Division of Corporation Finance, which states:

2335.1 Test of Significance in an IPO

A newly-formed REIT having no significant operations may
acquire operating properties immediately prior to filing an IPO, or may identify properties to be acquired upon closing the IPO. In addition,
the REIT may identify properties that it will probably acquire soon after the IPO. The staff recognizes in these circumstances that the
literal application of S-X 3-14 could result in the registrant providing financial statements of properties that are clearly insignificant
to investors. In identifying the financial statements required to be included in the initial registration statement, the staff has allowed
registrants to compute significance using a denominator equal to the total cost of the properties acquired immediately prior to filing
an initial registration statement, properties to be acquired upon closing the IPO, and properties identified as probable future acquisitions.

The
Company believes that Section 2335.1 of the Manual is applicable to the Registration Statement, as it is the initial registration
statement pursuant to which the Company will become a newly public company, and permits the Company to compute significance
using a denominator equal to the total cost of its acquired properties. Accordingly, the Company believes that Rule 3-14 financial
statements are not required, notwithstanding that certain of its single-family properties acquired during the Company’s fiscal
year ended December 31, 2021 – specif

United States securities and exchange commission logo
February 4, 2022
R. Ramin Kamfar
Chief Executive Officer
Bluerock Homes Trust, Inc.
1345 Avenue of the Americas, 32nd Floor
New York, NY 10105
Re:Bluerock Homes Trust, Inc.
Draft Registration Statement on Form 10
Filed January 10, 2022
File No. 377-05916
Dear Mr. Kamfar:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form 10 filed January 10, 2022
Summary, page 10
1.We note repeated references here and throughout the filing to a "technology aided
platform" as part of the company's value add implementation.  Please revise your
disclosure to provide details and an explanation of what the technology aided platform
consists of and how it can add value to the company and its properties.
The Separation and Distribution, page 15
2.Please revise your disclosure to include a graphic depiction of the organizational structure
of Bluerock prior to the spin off transaction and its UPREIT structure after the spin off
transaction so that investors may better understand the details of the spin off.

 FirstName LastNameR. Ramin Kamfar
 Comapany NameBluerock Homes Trust, Inc.
 February 4, 2022 Page 2
 FirstName LastNameR. Ramin Kamfar
Bluerock Homes Trust, Inc.
February 4, 2022
Page 2
Conditions to the Distribution, page 70
3.We note disclosure in your risk factor entitled “Failure to qualify as a REIT . . .”
beginning on page 55 that in connection with the distribution, you will receive an opinion
of counsel that you will qualify as a REIT.  Please clarify whether receipt of this opinion
is a condition to completing the distribution.
Unaudited Pro Forma Combined Financial Statements, page 79
4.On page 18, you disclose that the sublease will be assigned to you, including Bluerock
Residential's liabilities associated therewith, and that Badger Parent will pay you $2.5
million.  It does not appear that you have reflected the foregoing in your pro forma
financial information.  Please tell us how you determined it was unnecessary to adjust for
these items, or tell us where you have reflected them within your pro forma financial
information.  Please refer to Article 11 of Regulation S-X.
Adjustments to the Unaudited Pro Forma Combined Balance Sheet, page 83
5.Please revise note A to disclose the date the properties were purchased.  Additionally,
please revise note E to disclose the date the investment occurred.
6.Please revise note J to disclose the basis for the adjustment for the partially owned
properties.
Adjustments to the Unaudited Pro Forma Combined Statement of Operations, page 85
7.Please revise adjustment a to disaggregate this information by portfolio, as you have in
adjustment A.  In addition, please revise your disclosure to clarify from where this
information has been derived.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 97
8.We note that you have included an adjustment for provision for credit losses to arrive at
your measure titled FFO attributable to Bluerock Homes.  As a result of this adjustment, it
appears that your computation of FFO differs from the NAREIT definition of FFO.
Please revise the title of this non-GAAP measure to distinguish it from FFO as commonly
defined or remove the adjustment.  Further, please update the related disclosure of this
measure, as appropriate.
Business and Properties, page 100
9.Please elaborate on each of your investment strategies, identifying any specific
characteristics of the homes you invest in, locations, and the source of acquisitions (for
example, broker, auction, or bulk sale) within each strategy.  Please also explain what is
distinctive about the "scattered site aggregation" investment strategy, other than that you
will provide affordable housing to middle-income renters at above-market yields.  Please

 FirstName LastNameR. Ramin Kamfar
 Comapany NameBluerock Homes Trust, Inc.
 February 4, 2022 Page 3
 FirstName LastNameR. Ramin Kamfar
Bluerock Homes Trust, Inc.
February 4, 2022
Page 3
also explain “Build-to-Rent” development, including what a build-to-rent community is
and what your role is in development.
10.Please revise this section to provide more robust disclosure regarding acquisitions or
investment in properties, such as acquisition pace per month or quarter, cost or purchase
price of homes and the source of acquisitions.  Please also address the time and cost
associated with newly acquired homes to have them rent-ready and finally leased.  Also
address tenant retention and turnover rates and cost.
11.Please revise information about the properties in your portfolio to include aggregate cost,
initial renovation cost, and year of purchase for each group of properties.  Please also
address lease expiration, purchase date and rentable square footage.
12.Please discuss your policies regarding borrowing or loaning money, and engaging in the
purchase and sale of investments.  In this regard, we note risk factor disclosures that there
is no limitation on the amount you may invest in a single property or the amount you can
borrow to purchase individual properties, and that you may have difficulty selling real
estate investments.
Our Network Strategy, page 104
13.We note your disclosure on page 106 regarding the company's disciplined underwriting
and due diligence process.  Please revise your disclosure here, and where else appropriate,
to provide the material aspects of the company's processes.  Where appropriate, please
also describe how you review residents and what, if any, requirements or characteristics
you have for residents.  In this regard, we note references in your disclosure to "middle-
income" and millennial renters.
Exclusive Forum, page 157
14.We note your disclosure regarding that, absent the company's written consent, the Circuit
Court for Baltimore City, Maryland will be the exclusive forum for four categories of
lawsuits pursuant to your bylaws.  Please revise your disclosure to clearly state whether or
not your bylaw provision applies to claims under the federal securities laws.  Please note
that Section 22 of the Securities Act of 1933 grants state and federal courts concurrent
jurisdiction over Securities Act claims, and Section 27 of the Exchange Act of 1934
provides that the federal courts have exclusive jurisdiction of Exchange Act claims.
Combined Financial Statements, page F-1
15.We note your list of properties acquired subsequent to December 31, 2020 on page 83 and
that several of these properties exceed 20% of your total assets at December 31, 2020.
Please tell us how you determined it was unnecessary to include Rule 3-14 financial
statements for these properties.  Please refer to Rule 3-14 of Regulation S-X.
16.We note your assertion within your cover letter dated January 10, 2022 that you will
include audited financial statements for the fiscal year ended December 31, 2021 in an

 FirstName LastNameR. Ramin Kamfar
 Comapany NameBluerock Homes Trust, Inc.
 February 4, 2022 Page 4
 FirstName LastName
R. Ramin Kamfar
Bluerock Homes Trust, Inc.
February 4, 2022
Page 4
amendment.  Please confirm that you will also provide Schedules III and IV, or tell us
how you determined these schedules are not necessary.  Please refer to Rules 12-28 and
12-29 of Regulation S-X.
17.We note your disclosure on page 18 that Bluerock Residential is a subtenant of a portion
of the 32nd Floor, and that such sublease will be assigned to you.  It does not appear that
you accounted for the sublease under ASC 842 in your combined financial statements.
Please tell us how you have accounted for this sublease in your financial statements and
your basis for such accounting.  Within your response, please reference the authoritative
accounting literature relied upon.
            You may contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Austin Wood at 202-551-5586 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction