SecProbe.io

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 April 25, 2025

Yael Duffy
Chief Operating Officer
Industrial Logistics Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, MA 02458-1634

 Re: Industrial Logistics Properties Trust
 Registration Statement on Form S-3
 Filed April 18, 2025
 File No. 333-286633
Dear Yael Duffy:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 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 Catherine De Lorenzo at 202-551-3772 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Howard E. Berkenblit, Esq.
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CORRESP
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 filename1.htm

 April 25, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Re: Industrial Logistics Properties Trust (the "Registrant")
 Registration Statement on Form S-3

 File No. 333-286633

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, the Registrant hereby requests that the effective date of the
above-referenced registration statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on April 29,
2025, or as soon as practicable thereafter.

 The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Howard E. Berkenblit or Shu Wei of Sullivan & Worcester
LLP at (617) 338-2979 or (617) 338-2973, and that such effectiveness also be confirmed in writing.

 Very truly yours,

 /s/ Tiffany R. Sy

 Tiffany R. Sy

 Chief Financial Officer and Treasurer
of the Registrant

November 13, 2024
Tiffany Sy
Chief Financial Officer and Treasurer
Industrial Logistics Properties Trust
Two Newton Place
255 Washington Street
Suite 300
Newton, MA 02458-1634
Re:Industrial Logistics Properties Trust
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 20, 2024
File No. 001-38342
Dear Tiffany Sy:
            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

CORRESP
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November 12, 2024

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

Attention: Babette Cooper and Mark Rakip

    Re:
    Industrial Logistics Properties Trust

    Form 10-K for fiscal year ended December 31, 2023

    Filed February 20, 2024

    File No. 001-38342

Ladies and Gentlemen:

We respectfully submit this letter in response to the comment from
the Staff of the Division of Corporation Finance (the “Staff”), received by letter dated November 8, 2024, relating to
the above-mentioned Annual Report on Form 10-K (the “Form 10-K”).

The Staff’s comment with respect to our Form 10-K has been
reproduced below in italicized text. Our response thereto is set forth immediately following the reproduced comment.

Form 10-K for fiscal year ended December 31, 2023

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations

Non-GAAP Financial Measures

Funds From Operations Attributable to Common Shareholders..., page 55

 1. We note your disclosure of Per common share data pertaining to FFO attributable to common shareholders and Normalized FFO
                                                                       attributable to common shareholders. In future periodic filings when presenting such per share measures, please present with equal
                                                                       or greater prominence the most directly comparable financial measure calculated and presented in accordance with US GAAP,
                                                                       which would appear to be Net (loss) income attributable to common shareholders - diluted. Refer to Item 10(e)(1)(i)(A) of
                                                                       Regulation S-K.

Response: We acknowledge the Staff’s comment
and will revise future filings to present Net (loss) income attributable to common shareholders with equal or greater prominence to FFO
and Normalized FFO attributable to common shareholders.

November 12, 2024

Page 2 of 2

We appreciate the Staff’s review of our Form 10-K. If you
have any questions or concerns, or require additional information, please call me at (617) 658-0757.

    Sincerely,

    /s/
    Tiffany R. Sy

    Tiffany
    R. Sy

    Chief
    Financial Officer and Treasurer

Industrial Logistics Properties Trust

cc:        Sullivan &
Worcester LLP

November 8, 2024
Tiffany Sy
Chief Financial Officer and Treasurer
Industrial Logistics Properties Trust
Two Newton Place
255 Washington Street
Suite 300
Newton, MA 02458-1634
Re:Industrial Logistics Properties Trust
Form 10-K for fiscal year ended December 31, 2023
Filed February 20, 2024
File No. 001-38342
Dear Tiffany Sy:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
the 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 fiscal year ended December 31, 2023
7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
Funds From Operations Attributable to Common Shareholders..., page 55
1.We note your disclosure of Per common share data pertaining to FFO attributable to
common shareholders and Normalized FFO attributable to common shareholders.  In
future periodic filings when presenting such per share measures, please present with
equal or greater prominence the most directly comparable financial
measure calculated and presented in accordance with US GAAP, which would appear
to be Net (loss) income attributable to common shareholders - diluted.  Refer to Item
10(e)(1)(i)(A) of Regulation S-K.

November 8, 2024
Page 2
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Babette Cooper at 202-551-3396 or Mark Rakip at 202-551-3573 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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INDUSTRIAL LOGISTICS PROPERTIES TRUST

Two Newton Place

255 Washington Street, Suite 300

Newton, Massachusetts 02458

January 9, 2018

VIA EDGAR

Ms. Kim McManus

Senior Counsel

Office of Real Estate and Commodities

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:                             Industrial Logistics Properties Trust

Registration Statement on Form S-11

File No. 333-221708

Dear Ms. McManus:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Industrial Logistics Properties Trust (the “Registrant”) hereby requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 2:00 p.m., Eastern Time, on January 11, 2018, or as soon as practicable thereafter.  By separate letter, the underwriters of the issuance of the securities being registered have joined in this request for acceleration.

The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Howard E. Berkenblit of Sullivan & Worcester LLP at (617) 338-2979 and that such effectiveness also be confirmed in writing.

[Signature page follows]

United States Securities and Exchange Commission

January 9, 2018

Page 2

Very truly yours,

INDUSTRIAL LOGISTICS   PROPERTIES TRUST

By:

/s/ Richard W. Siedel,   Jr.

Name:

Richard W.   Siedel, Jr.

Title:

Chief Financial Officer   and Treasurer

CORRESP
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January 9, 2018

VIA EDGAR

Ms. Kim McManus

Senior Counsel

Office of Real Estate and Commodities

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:                             Industrial Logistics Properties Trust

Registration Statement on Form S-11 (SEC File No. 333-221708)

Dear Ms. McManus:

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Industrial Logistics Properties Trust that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 2:00 p.m., Eastern time, on January 11, 2018, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 4,778 copies of the Preliminary Prospectus dated January 2, 2018 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.

In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very   truly yours,

UBS SECURITIES LLC

CITIGROUP   GLOBAL MARKETS INC.

RBC   CAPITAL MARKETS, LLC

As   representatives of the several underwriters

UBS   SECURITIES LLC

By:

/s/   Bethany Ropa

Name:

Bethany   Ropa

Title:

Executive   Director

By:

/s/   Sebastian Nakab

Name:

Sebastian   Nakab

Title:

Director

CITIGROUP   GLOBAL MARKETS INC.

By:

/s/   Adam Pozza

Name:

Adam   Pozza

Title:

Vice   President

RBC   CAPITAL MARKETS, LLC

By:

/s/   John Perkins

Name:

John   Perkins

Title:

Managing   Director

[Signature Page to Acceleration Request]

CORRESP
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December 4, 2017

VIA EDGAR

Ms. Kim McManus

Senior Counsel

Office of Real Estate and Commodities

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                          Industrial Logistics Properties Trust

Registration Statement on Form S-11

Filed November 21, 2017

File No. 333-221708

Dear Ms. McManus:

On behalf of Industrial Logistics Properties Trust (the “Company”), we are hereby responding to comments of the staff (the “Staff”) of the United States Securities and Exchange Commission in your letter dated November 22, 2017 in connection with the above captioned registration statement. Amendment No. 1 to such registration statement (as so amended, the “Registration Statement”) is being filed simultaneously with this letter. For the convenience of the Staff, we also sent to you a paper copy of this letter and clean and marked copies of the Registration Statement.

Your numbered comments with respect to the Registration Statement are reproduced below in italicized text. The Company’s responses thereto are set forth immediately following the reproduced comment to which they relate. All references to page numbers in the Company’s responses are to the page numbers in the prospectus included as part of the Registration Statement (the “Prospectus”). Capitalized terms used herein without definition have the meanings given in the Prospectus.

General

1.                                      We note your response to our prior comment 4 in which you have revised your disclosure on page (iii) to explain what a logistics property is as compared to an industrial property. We further note your disclosure on page 1 that you refer to your Hawaii and Mainland properties collectively as your initial properties and your disclosure, also on page 1, that your “initial properties are industrial properties and approximately 73% of [your] annualized rental revenue as of September 30, 2017 were from logistics properties.” Please revise to clarify, if true, that the term “industrial properties”

Ms. Kim McManus

December 4, 2017

Page 2

includes logistics properties as well as properties used for manufacturing purposes. In addition, please disclose the percentage of logistics properties in your portfolio.

Response:  In response to the Staff’s comment, the Company has added disclosure to the definitions of “industrial properties” and “logistics properties” on pages (iii) and 1 of the Prospectus. As revised, the definition of “industrial properties” is intended to make clear that “industrial properties” includes logistics properties as well as properties used for manufacturing purposes. Also, the Company revised the definition of “logistics properties” on page (iii) of the Prospectus to include the disclosure of the percentage of logistics properties in the Company’s portfolio calculated on the basis of each of (1) annualized rental revenues, (2) rentable square feet, (3) total number of properties, (4) gross book value, and (5) net book value. The Company did not include on page 1 of the Prospectus the multiple alternative measures of its logistics properties because the Company believes the information presented in the Summary section of the Prospectus should focus on the data which is likely to be most meaningful to investors and the Company believes the most meaningful measure of its portfolio composition is its revenues derived from logistics properties. The alternative measures are now also included on page 46 of the Prospectus.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 73

2.                                      We note your response to our prior comment 16 in which you have replaced the term “same space” with “same land area or building area.” Please tell us whether you exclude any properties from the figures presented, for example such as redeveloped or repositioned properties, and, if so, disclose how many properties were removed for such reasons. Please also identify the time period covered by the prior rates. We also note that with respect to previously vacant space, you utilized the most recent rental rate for the same land or building area. Please tell us how much space was vacant in the prior period and the date at which the most recent rental rate applied. If material, please balance your disclosure to clarify if inclusion of previously vacant space within your calculations materially impacted the average annualized effective rental rates presented.

Response:  The Company did not exclude any properties from the figures presented in the discussion of new leases and lease renewals in the first full paragraph below the table appearing on page 75 of the Prospectus. Average annualized effective rental rates for all periods presented in the table on page 75 of the Prospectus are based on actual rental revenues recognized during the periods presented and reflect the impact of vacant square feet.

As disclosed on page 75 of the Prospectus, prior rental rates for the 794,000 square feet of space for which the Company entered lease renewals or new leases during the nine months ended September 30, 2017 were under leases with terms with an average (weighted by square feet) of 12.9 years and, as described in the disclosure the Company has added, included commencement dates beginning in December 2003.

Rent increases related to the 794,000 square feet of space for which the Company entered lease renewals or new leases during the nine months ended September 30, 2017 are based on annualized rental revenues under new leases and lease renewals as of the date the leases were initially executed compared to annualized rental revenues for the same space on the date the prior lease was terminated. Of this 794,000 square feet, (i) the Company renewed leases for approximately 446,000 square feet with no interim vacancy, (ii) the Company entered into new leases for approximately 79,000 square feet concurrent with prior lease early terminations or expansions, resulting in no interim vacancy, (iii) the Company entered into new leases for approximately 106,000 square feet that had been vacant for an average (weighted by square feet) of six (6) months, representing transitional (or frictional) vacancy, and (iv) the Company leased one land parcel with approximately 107,000 square feet that had been vacant during all periods presented in the table on page 75 of the Prospectus. Previously vacant space accounted for less than 1% of the

Ms. Kim McManus

December 4, 2017

Page 3

Company’s total leased square feet in each period presented and did not have a material impact on average annualized effective rental rates disclosed in the table on page 75 of the Prospectus.

Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements, page F-2

3.                                      We note your response to our prior comment 23 and the related changes to your disclosure. Please revise your discussion to state, if true, that you intend to account for the combination transactions as a reorganization of entities under common control in accordance with ASC Topic 805-50-30 and not a pooling of interests. Please make similar changes throughout your document where necessary.

Response:  In response to the Staff’s comment, the Company has added disclosure on pages F-7, F-15 and F-41 of the Prospectus.

*                                        *                                        *                                        *                                        *

Please call me at (617) 338-2979 if you have any questions or require additional information.

Sincerely,

/s/ Howard E.   Berkenblit

Howard E. Berkenblit

cc:                              Sandra B. Hunter, Staff Attorney

United States Securities and Exchange Commission

John C. Popeo, President and Chief Operating Officer

Industrial Logistics Properties Trust

November 22, 2017

Via E -mail
John C. Popeo
President and Chief Operating Officer
Industrial Logistics Properties Trust
Two Newton Place, 255 Washington Street, Suite 300
Newton, MA  02458 -1634

Re: Industrial Logistics Properties Trust
Registration Statement on Form S -11
Filed November 21 , 2017
  File No. 333 -221708

Dear Mr. Popeo :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

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

General

1. We note your response to our prior comment 4 in which you have revised your disclosure
on page (iii) to explain what a logistics property is as compared to an industrial property.
We further note your disclosure on page 1 that you refer to your Hawaii and Mainland
properties collecti vely as your initial properties and your disclosure, also on page 1, that
your “initial properties are industrial properties and approximately 73% of [your]
annualized rental revenue as of September 30, 2017 were from logistics properties.”
Please revise to clarify, if true, that the term “industrial properties” includes logistics
properties as well as properties used for manufacturing purposes.  In addition, please
disclose the percentage of logistics properties in your portfolio.

John C. Popeo
Industrial Logistics Properties Trust
November 22, 2017
Page 2

 Management’s Discussi on and Analysis of Financial Condition and Results of Operations, page
73

2. We note your response to our prior comment 16 in which you have replaced the term
“same space” with “same land area or building area.”  Please tell us whether you exclude
any proper ties from the figures presented, for example such as redeveloped or
repositioned properties, and, if so, disclose how many properties were removed for such
reasons.  Please also identify the time period covered by the prior rates.  We also note
that with r espect to previously vacant space, you utilized the most recent rental rate for
the same land or building area.  Please tell us how much space was vacant in the prior
period and the date at which the most recent rental rate applied.  If material, please
balance your disclosure to clarify if inclusion of previously vacant space within your
calculations materially impacted the average annualized effective rental rates presented.

Introduction to Unaud ited Pro Forma Condensed Consolidated Financial Statements , page F -2

3. We note your response to our prior comment 23 and the related changes to your
disclosure.   Please revise your discussion to state, if true, that you intend to account for
the combination transactions as a reorganization of entities under common  control in
accordance with ASC Topic 805 -50-30 and not a pooling of interests.   Please make
similar changes throughout your document where necessary.

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.

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 da te of the registration
statement.

John C. Popeo
Industrial Logistics Properties Trust
November 22, 2017
Page 3

 You may contact Babette Rosenbaum Cooper, Staff Accountant,  at 202-551-3396 or Bob
Telewicz, Accounting Branch Chief, at 202 -551-3438 if you have questions regarding comments
on the financial statements and related matters.  Please contact Sandra B. Hunter, Staff Attorney,
at 202-551-3758 or me at 202-551-3215 with any other questions.

Sincerely,

 /s/ Kim McManus

 Kim McManus
 Senior  Counsel
Office of Real Estate and
Commodities

cc: Ben Armour
 Howard Berkehblit
 Sullivan & Worcester LLP
 Via E -mail

 Rick Siedel
 Industrial Logistics Properties Trust
 Via E -mail

October 23, 2017

Via E -mail
John C. Popeo
President and Chief Operating Officer
Industrial Logistics Properties Trust
Two Newton Place, 255 Washington Street, Suite 300
Newton, MA  02458 -1634

Re: Industrial Logistics Properties Trust
Draft Registration Statement on Form S-11
Submitted September 26, 2017
  CIK No. 0001717307

Dear Mr. Popeo :

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 informat ion 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 bel ieve 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 sta tement or filed registration statement,  we may have  additional
comments.

General

1. Please provide us with copies of any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus. Such graphics and
pictorial representations should not be included in any preliminary prospect us distributed
to prospective investors prior to our review.

2. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to p otential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

John C. Popeo
Industrial Logistics Properties Trust
October 23, 2017
Page 2

 3. Please be advised that in accordance with Item 502(a) of Regulation S -K, you must
include the table of contents immediately fo llowing the cover page in any prospectus you
deliver electronically.  If you intend to deliver the prospectus electronically, please
relocate the graphics on the page between the cover page and the table of contents.

4. We note that you were formed to focus on the ownership and leasing of industrial and
logistics properties throughout the United States.  We further note your disclosure that
your portfolio includes “primarily industrial lands in Hawaii ” and “industrial and
logistics properties in 24 other stat es.”  Please revise your disclosure to explain what a
“logistics property” is  as compared to an “ industrial property. ”  In addition, and t o the
extent applicable , please disclose the percentage of industrial versus logistics properties
in your portfolio.

Prospectus Summary, page 1

5. Please revise your Summary to include an organizational chart that reflects your
ownership structure and quantifies the ownership interest Select Income REIT will have.

6. We note your disclosure throughout that most of the leases  at your Initial Properties are
net leases, where the tenant is financially responsible to pay or reimburse you for all, or
substantially all, property level operating and maintenance expenses.  Under an
appropriately captioned heading, please describe how  you evaluate and monitor your
tenant credit quality.

Investment highlights, page 2

7. On page 3 you state that rent resets and new leases following lease expirations at your
Hawaii Properties have resulted in an average rent increase of 32.9% above the ren t for
the same space prior to the rent reset or lease expiration.  On page 2 you note that the
rental rates reset on your Hawaii Properties “generally every five or ten years.”  To
provide additional context, please either provide the weighted average grow th rate or
clarify the average number of years the 32.9% increase in rental rates reflects.  Similarly
revise the disclosure of your history of rent increases at your Hawaii Properties on pages
9 and 56.

Structure and formation of our company, page 10

8. We note your disclosure under this heading and throughout that you will pay or
reimburse SIR for the expenses of this Offering, including costs incurred to establish your
unsecured revolving credit facility, or collectively, the Transaction Costs.  Please re vise
to disclose the total amount of documented costs and expenses incurred to date on your
behalf and the estimate of the total costs you expect to reimburse.

John C. Popeo
Industrial Logistics Properties Trust
October 23, 2017
Page 3

 Risk Factors, page 18

9. Please include a risk factor explaining the extent to which the fee -shifting provision in
your declaration of trust and bylaws could discourage shareholder lawsuits that might
otherwise benefit the company and its shareholders.

“The termination of our Management Agreements with RMR may require us to pay a substantial
termina tion fee,” page 29

10. We note your disclosure that the terms of your Management Agreements that you will
enter into with RMR automatically extend on December 31 of each year so that such
terms end on the 20th anniversary of the date of the extension.  Please provide an estimate
of the termination fee you will owe if you terminate the Management Agreement for
convenience or for a performance reason.

“We may change our operational, financing and investment po licies without shareholder
approval,” page 31

11. We note your risk factor on page 31 and your disclosure on page 64 that your Board of
Trustees may change your acquisition and investment policies at any time without a vote
of, or notice to, your shareholders .  Please revise to clarify if by “notice” you refer to
your intent not to provide notice prior to effecting a change.  In this regard, please revise
your discussion under the heading “Our Investment Policies” on page 63 to clarify how
you intend to notify  shareholders of such changes.

Distribution Policy, page 39

12. Please explain to us how you determined it would be appropriate to include disclosure of
estimated FFO in your distribution table.  In your response tell us whether management
uses FFO as a liqu idity measure.

13. We note your disclosure in footnote 2 that you have assumed certain lease renewals at
your Hawaii Properties based on historical experience.  Please tell us whether you intend
to use a 3 year historic retention rate to determine this adjust ment.  In your response,
please tell us what your 3 year historic lease retention rate has been at your Hawaii
Properties.  Additionally, please tell us whether your distribution table will include
estimated leasing costs related to new leases and lease re newals.

John C. Popeo
Industrial Logistics Properties Trust
October 23, 2017
Page 4

 Business, page 46

14. We note your disclosure on page 28 that RMR will have discretion in determining the
properties that will be appropriate investments for you.  To the extent applicable, please
revise your disclosure to identify the programs and entities that may directly co mpete
with you for investment opportunities.  Please also describe, to the extent applicable, how
RMR will determine which competing program or entity will be given an investment
opportunity.

Our Financing Policies, page 64

15. We note that you expect to ob tain a $750 million secured credit facility prior to the
completion of this offering and that upon completion of the offering this secured credit
facility will be converted into a $750 million unsecured revolving credit facility.  To the
extent known, plea se expand your summary description of certain expected material
terms to include collateral requirements (if any) and discuss in greater detail how any
financial covenants may restrict your ability to incur additional debt to finance uses in the
next 12 mo nths, if applicable.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
73

16. We note your disclosure on page 73 that during the nine months ended September 30,
2017 you entered lease renewals and new leases that wer e a to -be-disclosed percentage
higher than prior rates for the same space.  Please revise to identify the time period
covered by the prior rates to which you refer and clarify how you define “same space.”
In addition, please  address the relative impact of  occupancy  within same space.

17. Please revise to disclose the average effective annual rental per square foot for each of
the last five years prior to the date of filing or tell us why you are not required to provide
this information.  Please refer to Item 15(e) of Form S -11.

Our Manager, page 91

Management Fees, page 94

18. Please revise to provide an example of how the Incentive Fee will be calculated.  Please
also expand your discussion of the incentive fee on page 94 to explain the nature of the
adjustments you may make in determining the amount by which total shareholder return
exceeds the total shareholder return of the SNL US REIT Equity Index.

John C. Popeo
Industrial Logistics Properties Trust
October 23, 2017
Page 5

 Certain Relationships and  Related Person Transactions, page 96

19. We note your disclosure that SIR contributed your Initial Properties to you.  Please revise
your disclosure to provide the approximate dollar value of the amount involved in this
transaction, including how this value was determined.  Please also quantify the
approximate dollar value of the shares SIR will retain.  Please refer to Item 404(a)(3) of
Regulation S -K.

Principal Shareholders, page 100

20. Footnote 3 states that Barry M. Portnoy and Adam D. Portnoy have determined that they
do not beneficially  own the shares owned by SIR and that RMR may not act or vote to
sell the shares without authorization of the board o f trustees of SIR, which is comprised
of five trustees.  We note that Barry M. Portnoy and Adam D. Portnoy are two of the five
trustees of SIR.  Please identify the natural persons who exercise voting and dispositive
power over the shares held by Select In come REIT or clarify that Barry and Adam
Portnoy are two of the five trustees of SIR.

Material provisions of Maryland law and of our declaration of trust and bylaws, page 103

Shareholder liability, page 110

21. We note that your declaration of trust and byl aws include a provision that appears to
provide for fee -shifting in connection with actions by or against you in which the
shareholder is not the prevailing party.  Please expand your disclosure to identify the
types of actions subject to fee -shifting, inc luding whether the company intends to apply
the provision to claims under the federal securities laws.  Describe the level of recovery
required by the plaintiff to avoid payment.  Last, please explain who is subject to the
provision ( e.g., former and curre nt shareholders) and who would be allowed to recover
(e.g., company, directors, officers, affiliates).

Underwriting, page 144

22. When the full syndication has been determined, please revise to identify each underwriter
that has a material relationship with you or your affiliates and state the nature of the
relationship.

Introduction to Unaudited Pro Forma Condensed Combined Financial Statements, page F -2

23. We note your disclosure stating that you expect to obtain a secured credit facility.  Please
tell us wh ether you have a firm commitment from a lender with respect to this facility.
Additionally, to the extent known, please revise your disclosure to include a discussion of
the terms of the facility.

John C. Popeo
Industrial Logistics Properties Trust
October 23, 2017
Page 6

 24. Please revise your disclosure to include a discussion of how you plan to account for the
formation transaction.

Financial Statements

Notes to Combined Financial Statements

Note 4. Tenant and geographic concentration and segment information, page F -22

25. Please address the following with respect to your segment disclosure:
 Please tell us how you have defined your operating segments in accordance with ASC
Topic 280 -50-1.
 Please provide us with a schedule of the amount of tenant reimbursements, real estate
taxes and other operating expenses that are related to your Hawaii Properties and
those that are related to your Mainland Properties
 Given that it appears your rental revenue is generated from different property types
(e.g. leases solely for land and leases  for land and buildings), please tell us how you
have considered the guidance in ASC Topic 280 -10-50-40 in preparing your segment
disclosure.

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

26. We note your disclosure that you issued 1,000  shares to SIR in connection with your
formation and that you also distributed to SIR a to -be-disclosed number of shares on a to -
be-disclosed date.  Please revise to disclose the date that you issued 1,000 shares to SIR.
In addition, as to any securities sold otherwise than for cash, please revise to state the
nature of the transaction and the nature and aggregate amount of consideration received
by the registrant.  Please refer to Item 701(c) of Regulation S -K.

John C. Popeo
Industrial Logistics Properties Trust
October 23, 2017
Page 7

 You may contact Babette Rosenbaum Cooper, Staff Accountant,  at 202-551-3396 or Bob
Telewicz, Accounting Branch Chief, at 202 -551-3438  if you have questions regarding comments
on the financial statements and related matters.  Please contact Sandra B. Hunter, Staff Attorney,
at 202-551-3758  or me at 202-551-3215 with any other questions.

Sincerely,

 /s/ Kim McManus

 Kim McManus
 Senior Counsel
Office of Real Estate and
Commodities

cc: Ben Armour
 Howard Berkehblit
 Sullivan & Worcester LLP
 Via E -mail

 Rick Siedel
 Industrial Logistics Properties Trust
 Via E -mail