SecProbe.io

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CORRESP

 April 21, 2026

 VIA
EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Re:
 Gladstone Land Corporation (the “Company”)

Form S-3, Registration No. 333-294917

Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on
Form S-3 to become effective as of 5:00 p.m. (Eastern time) on April 23, 2026, or as soon as practicable thereafter.

Please contact our legal counsel, Abby E. Brown, of Squire Patton Boggs (US) at (202) 457-5668, if you
have any questions concerning this request.

Very truly yours,

Gladstone Land Corporation

By:

 /s/ Lewis Parrish

Lewis Parrish

Chief Financial Officer

cc:
 Erich Hellmold, Co-General Counsel

Michael LiCalsi, Co-General Counsel

Abby E. Brown, Squire Patton Boggs (US) LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 13, 2026

David J. Gladstone
Chairman, Chief Executive Officer and President
Gladstone Land Corporation
1521 Westbranch Drive, Suite 100
McLean, Virginia 22102

 Re: Gladstone Land Corporation
 Registration Statement on Form S-3
 Filed April 07, 2026
 File No. 333-294917
Dear David J. Gladstone:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days 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 Ruairi James Regan at 202-551-3269 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Abby E. Brown, Esq.
</TEXT>
</DOCUMENT>

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CORRESP

 April 11, 2023

VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, DC 20549-4041

 Attention: Stacie
Gorman

Re:
 Gladstone Land Corporation

Registration Statement on Form S-3

File No. 333-270901

Ladies and Gentlemen:

 On behalf of Gladstone
Land Corporation (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the effective date of the Registrant’s Registration Statement on Form S-3 (File No. 333-270901), so that it will be declared effective on Thursday, April 13, 2023 at 8:00 a.m. Eastern Time, or as soon thereafter as is practicable.

Please contact our legal counsel, Sehrish Siddiqui, of Bass, Berry & Sims PLC at (901)
543-5979, if you have any questions concerning this request.

Very truly yours,

Gladstone Land Corporation

By:

 /s/ Lewis Parrish

Lewis Parrish

Chief Financial Officer

United States securities and exchange commission logo
April 4, 2023
David Gladstone
Chief Executive Officer
GLADSTONE LAND Corp
1521 Westbranch Drive
Suite 100
McLean, VA 22102
Re:GLADSTONE LAND Corp
Registration Statement on Form S-3
Filed March 28, 2023
File No. 333-270901
Dear David Gladstone:
            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 Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Taylor K. Wirth, Esq.

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Acceleration Request

 March 30, 2020

VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, DC 20549-4041

 Attention: Jonathan
Burr

Re:
 Gladstone Land Corporation

 Registration Statement on Form S-3

 File No. 333-236943

Ladies and Gentlemen:

 On behalf of Gladstone
Land Corporation (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the effective date of the Registrant’s Registration Statement on Form S-3 (File No. 333-236943), so that it will be declared effective on Wednesday, April 1, 2020 at 3:00 p.m. Eastern Time, or as soon thereafter as is practicable.

 Please contact our legal counsel, Lori B. Morgan, of Bass, Berry & Sims PLC at (615)
742-6280, if you have any questions concerning this request.

Very truly yours,

Gladstone Land Corporation

By:

/s/ Lewis Parrish

Lewis Parrish

Chief Financial Officer

Mail Stop 3233
        December 13, 2017

Via E -mail
Lewis Parrish
Chief Financial Officer and Assistant Treasurer
Gladstone Land Corporation
1521 West Branch Drive, Suite 100
McLean, VA 22102

Re: Gladstone Land Corporation
 Form 10-K for the fiscal year ended December 31, 201 6
Filed February 21, 2017
File No.  001-35795

Dear Mr. Parrish :

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

Sincerely,

 /s/ Wilson K. Lee

 Wilson K. Lee
Senior Staff Accountant
Office of Real Estate a nd
Commodities

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CORRESP

 November 24, 2017

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

ATTN:
Mr. Wilson K. Lee, Office of Real Estate and Commodities

Mr. Eric McPhee, Office of Real Estate and Commodities

RE:
Gladstone Land Corporation

Form 10-K for the fiscal year ended December 31, 2016

Filed February 21, 2017

File No. 001-35795

 Dear Messrs. Lee and McPhee:

On behalf of Gladstone Land Corporation (the “Company”) and in response to the request contained in the letter (the
“Comment Letter”) from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”), dated November 14, 2017 (the
“Comment”), with respect to our Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on February 21, 2017 (the “2016 Form
10-K”), we submit this letter containing the Company’s response. For your convenience, we have set forth below the Staff’s Comment, followed by the Company’s response. Capitalized terms
not defined herein are defined in the 2016 Form 10-K.

 Staff Comment:

Form 10-K for the year ended December 31, 2016

General

1.
We note that the purchase prices of your acquisitions of the Gunbarrel Road and Citrus Boulevard properties exceeded 10% of your total assets as of the respective prior audited balance sheet dates. Please tell us how
you considered the need to present audited historical financial statements for these properties in accordance with Rule 3-14 of Regulation S-X.

Company Response:

 With regard to
the Staff’s question regarding our consideration of audited historical financial statements (“3-14 Financial Statements”) pursuant to Rule 3-14 of
Regulation S-X (“Rule 3-14”) for our Gunbarrel Road and Citrus Boulevard acquisitions, we respectfully submit the following response:

 Gunbarrel Road:

We acquired Gunbarrel Road, which consisted of real property (land and buildings), on March 3, 2016, for a total purchase price of
approximately $25.7 million. Per our Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 23, 2016 (the “2015 Form
10-K”), our total assets as of December 31, 2015, were approximately $228.7 million (resulting in a 10% threshold of approximately $22.9 million). The 2015 Form 10-K was our most recently-audited balance sheet at the time we acquired Gunbarrel Road.

 The
acquisition of Gunbarrel Road consisted of four separate agreements (two purchase and sale agreements (each a “PSA”), each of which the consideration paid consisted solely of cash; and two contribution agreements (each a
“CA”), each of which the consideration paid consisted solely of limited partnership interests in our operating partnership (“OP Units”)) with three separate entities (Seller A, which consisted of two married
individuals, acting jointly, as husband and wife; Seller B, which was a corporation; and Seller C, which was a limited liability company whose ownership was split evenly between Seller A and Seller B). Seller A and
Seller B were otherwise unrelated parties. The operator on all real property conveyed in the sale was a limited liability company (Grower A) that was wholly-owned by Seller A. As such, a portion of the transaction (that portion of real
property owned by Seller A) was owner-operated prior to our acquisition and thus had no prior leasing history. For clarity purposes, the structure of the transaction is laid out in tabular format below:

 Seller

 Operator

 Agreement
Type

 Type of
Consideration

Total
Consideration

% of Total
Assets(1)

 Owner-operated property:

 Seller A(2)

Grower A(5)

PSA

Cash

$
8,656,324

  3.8%

 Subtotal: Total owner-operated property

8,656,324

  3.8%

 Non-owner-operated
property:

 Seller B(3)

Grower A(5)

PSA

Cash

10,627,638

  4.6%

 Seller B(3)

Grower A(5)

CA

OP Units

516,587

  0.2%

 Seller C(4)

Grower A(5)

CA

OP Units

5,935,267

  2.6%

 Subtotal: Total non-owner-operated
property

17,079,491

  7.5%

 Total Purchase Price

$
25,735,815

    11.3%

(1)
Measured against our total assets per our 2015 Form 10-K.

(2)
Two married individuals, acting jointly, as husband and wife.

(3)
A corporation.

(4)
An LLC, owned 50% by Seller A and 50% by Seller B.

(5)
An LLC, wholly-owned by Seller A.

 Pursuant to Item No. 2330.10 of the Division of
Corporation Finance’s Financial Reporting Manual (“FRM 2330.10”), 3-14 Financial Statements are not required for acquired properties that have no prior leasing history. The portion of
real property owned and operated by Seller A made up approximately $8.7 million of the total purchase price of Gunbarrel Road and was thus excluded from

our analysis for purposes of Rule 3-14. The remaining portions of the acquisition made up a total of approximately $17.1 million, which was below the
10% threshold of total assets included in the audited balance sheet of the 2015 Form 10-K.

 Citrus Boulevard:

 We acquired Citrus Boulevard on January 12, 2017, for a total purchase price of $54.0 million. Per our 2016 Form 10-K, our total assets as of December 31, 2016, were approximately $334.0 million (resulting in a 10% threshold of approximately $33.4 million). The 2016 Form 10-K
was our most recently-audited balance sheet following the acquisition of Citrus Boulevard.

 The acquisition of Citrus Boulevard was a
sale-leaseback, with the entire property previously being owner-operated. Pursuant to FRM 2330.10, 3-14 Financial Statements are not required for acquired properties that have no prior leasing history. As no
prior leasing history existed prior to our acquisition of it, the transaction was excluded from our analysis for purposes of Rule 3-14.

If you have any additional questions or require any further information regarding the response contained in this letter, please do not
hesitate to contact me at (703) 287-5817 or Lewis.Parrish@GladstoneCompanies.com.

Sincerely,

/s/ Lewis Parrish

Lewis Parrish

Gladstone Land Corporation, CFO

Mail Stop 3233
        November 14 , 2017

Via E -mail
Lewis Parrish
Chief Financial Officer and Assistant Treasurer
Gladstone Land Corporation
1521 West Branch Drive, Suite 100
McLean, VA 22102

Re: Gladstone Land Corporation
 Form 10-K for the fiscal year ended December 31, 201 6
Filed February 21, 2017
File No.  001-35795

Dear Mr. Parrish :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  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 comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.

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

Form 10 -K for the year ended December 31, 2016

General

1. We note that the purchase prices of your acquisitions of the Gunbarrel Road and Citrus
Boulevard properties exceeded 10% o f your total assets as of the respective prior audited
balance sheet dates.  Please tell us how you considered the need to present audited
historical financial statements for these properties in accordance with Rule 3 -14 of
Regulation S -X.

Lewis Parish
Gladstone Land Corporation
November 14, 2017
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.

You may contact Eric McPhee  at (202) 551 -3693 or me at (202) 551 -3468 with any
questions.

Sincerely,

 /s/ Wilson K. Lee

 Wilson K. Lee
Senior Staff Accountant
Office of Real Estate and
Commodities

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Acceleration Request

 VIA EDGAR AND ELECTRONIC DELIVERY

 May 11, 2015

 Jerard Gibson

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
Gladstone Land Corporation

Registration Statement on Form S-11

File No. 333-199896

 Dear Mr. Gibson:

 In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as
amended (the “Act”), the undersigned, as representative of the several underwriters for the proposed public offering of shares of common stock of Gladstone Land Corporation (the “Company”), hereby joins the Company’s request
for acceleration of the above-referenced Registration Statement, requesting effectiveness for 9:00 a.m. Eastern Time on May 13, 2015, or as soon thereafter as is practicable.

Pursuant to Rule 460 under the Act, we wish to advise you that the underwriters anticipate effecting the following distribution of the
Company’s preliminary prospectus, dated May 11, 2015: approximately 925 copies to prospective underwriters, institutional investors, dealers and others.

 The undersigned has been informed by the participating underwriters that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. The
undersigned has also been advised by the Financial Industry Regulatory Authority that it has no objections to the underwriting arrangements in connection with this offering.

 Very truly yours,

 JANNEY MONTGOMERY SCOTT LLC

By:

 /s/ John Nelson

John Nelson

Director

Financial Institutions Investment Banking

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Acceleration Request

 VIA EDGAR

 Jerard Gibson, Esq.

 Jennifer Gowetski, Esq.

Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 May 11, 2015

Re:
Gladstone Land Corporation (the “Registrant”)

Registration Statement on Form S-11 (File No. 333-199896)

 Dear Ms. Gorman:

 Pursuant to Rule 461 under the Securities Act of 1933, as
amended, the Registrant hereby requests acceleration of effectiveness of its registration statement on Form S-11 (File No. 333-199896), to 9:00 a.m., Eastern Time, on May 13, 2015, 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.

 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 this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 [SIGNATURE PAGE FOLLOWS]

 Very truly yours,

GLADSTONE LAND CORPORATION

By:

/s/ David Gladstone

 Name: David Gladstone

Title: President, Chairman and Chief Executive Officer

December  2, 2014

Via E -mail
David Gladstone
Chairman, Chief Executive Officer and President
Gladstone Land Corporation
1521 Westbranch Drive, Suite 100
McLean, Virginia 22102

Re: Gladstone Land Corporation
 Registration Statement on Form S-11
Filed  November 5, 201 4
  File No.  333-199896

Dear Mr. Gladstone :

We have limited our review of your registration statement to those issues we have
addressed in our 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.   Where 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 t hese comments, we may have additional
comments.

Prospectus Summary

Our Investment Pipeline, page 5
1. We note your disclosure on page 5 that your pipeline currently consists of one
property under a signed purchase and sale agreement , and you have submitted
indications of interest for nine properties for an aggregate amount of
approximately $73. 0 million.  Please provide us with your complete analysis of
any fi nancial statement requirements related to these acquisitions.  To the extent
any of these acquisitions are not probable, please  revise your disclosure to (i)
remove any reference to your “ investment pipeline ” and (ii) more specifically
describe your interactions with any potential sellers , including clarifying how you
determined an aggregate amount of $73 million .  We may have further comment.

David Gladstone
Gladstone Land Corporation
December 2, 2014
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 193 3 and all applicable Securities  Act rules require.   Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleratio n of the
effective date of the pending registration statement please provide a written statement
from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not for eclose the Commission from taking any
action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for t he adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the
above registration statement.  Please allow adequate t ime for us to review any
amendment prior to the requested effective date of the registration statement.

Please contact Jerard Gibson, Attorney -Advisor, at (202) 551-3473 or me at (202)
551-3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gow etski
 Special Counsel

cc: Lori B. Morgan, Esq.
Bass, Berry & Sims PLC

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Correspondence

 Janney Montgomery Scott

I N V E S T M E
N T   B A N K I N G

 Established 1832

 VIA EDGAR AND ELECTRONIC DELIVERY

January 24, 2013

 Jennifer Gowetski

 Senior Counsel

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Gladstone Land Corporation

Registration Statement on Form S-11

 File No. 333-183965

 Dear Ms. Gowetski:

Pursuant to Rule 461 of the Rules and Regulations of the Securities Act of 1933, as amended (the “Securities Act”), the
undersigned, as Representative of the several Underwriters, hereby join in the request of Gladstone Land Corporation, a Maryland corporation (the “Company”) that the effective date of the above-referenced Registration Statement on Form
S-11 of the Company (the “Registration Statement”) be accelerated so that the Registration Statement may become effective at 4 p.m. EST on January 28, 2013, or as soon as possible thereafter.

Pursuant to Rule 460 of the Rules and Regulations of the Securities Act regarding the distribution of preliminary prospectuses, we hereby
advise the Securities and Exchange Commission (the “Commission”) that the distribution of the Preliminary Prospectus dated December 27, 2012 (the “Preliminary Prospectus”), relating to the proposed initial public offering of
the Company’s common stock commenced December 27, 2012. 4,800 copies of the Preliminary Prospectus were distributed to prospective underwriters, institutional investors, dealers and others. The Preliminary Prospectus has been available on
the Commission’s website since December 27, 2012.

 In connection with the distribution of the Preliminary Prospectus
for the above-mentioned issue, the underwriters have confirmed that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. We have also been advised by the Financial
Industry Regulatory Authority that it has no objections to the underwriting arrangements in connection with this offering.

 Very truly yours,

JANNEY MONTGOMERY SCOTT LLC

By:

    /s/ John D. Nelson

 Name: John D. Nelson

Title: Vice President

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Acceleration Request

 1521 Westbranch Drive

Suite 200

 McLean, Virginia 22102

VIA EDGAR AND ELECTRONIC DELIVERY

 January 24, 2013

 Jennifer Gowetski

 Senior Counsel

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Gladstone Land Corporation

Registration Statement on Form S-11

File No. 333-183965

Acceleration Request

 Requested Date: January 28, 2013

 Requested Time: 4:00
P.M. Eastern Time

 Dear Ms. Gowetski:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission
(the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-11 to become effective on January 28, 2013, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable, or at
such later time as the Registrant may orally request via telephone call to the staff (the “Staff”). The Registrant hereby authorizes each of Darren DeStefano, Brian Leaf or Mark Ballantyne of Cooley LLP, counsel to the
Registrant, to make such request on its behalf.

 Once the Registration Statement has been declared effective, please orally
confirm that event with Darren DeStefano of Cooley LLP, counsel to the Registrant, at (703) 456-8034.

 In connection with
this request, the Registrant acknowledges that:

•

 should 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;

•

 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

•

 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.

 Very truly yours,

 Gladstone Land Corporation

 By:

 /s/ Danielle Jones

Danielle Jones

Chief Financial Officer

cc:
David Gladstone, Gladstone Land Corporation

Darren DeStefano, Cooley LLP

Thomas R. Salley, Cooley LLP

Brian F. Leaf, Cooley LLP

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Correspondence

 Darren K. DeStefano

T: +1 703 456 8034

 ddestefano@cooley.com

November 15, 2012

 VIA EDGAR

Erin Martin

 Attorney-Advisor

U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street
N.E.

 Washington, D.C. 20549

Re:
Gladstone Land Corporation

Registration Statement on Form S-11

 Registration No. 333-183965

 Dear Ms. Martin,

On behalf of Gladstone Land Corporation (the “Company”), we are enclosing with this letter, for your review, a
revised draft tax opinion with respect to the Company’s Registration Statement on Form S-11 (Registration No. 333-183965), which has been revised in response to comments we received from the staff of the U.S. Securities and Exchange
Commission’s Division of Corporation Finance on November 8, 2012.

 Please feel free to call me at (703) 456-8034 if
you have any questions.

 Very truly yours,

/s/ Darren K. DeStefano

 Darren K. DeStefano

 Enclosure

 ONE FREEDOM
SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM

 Daniel P. Meehan

(212) 479-6061

 dmeehan@cooley.com

                 , 2012

Gladstone Land Corporation

 1521 Westbranch
Drive, Second Floor

 McLean, Virginia 22102

 Ladies and Gentlemen:

 You have requested our opinions with respect to certain federal income tax
matters in connection with the proposed initial public offering by Gladstone Land Corporation (the “Company”) of up to [•]shares of common stock, par value $0.001 per share, of the Company (the
“Offering”), including [•] shares for which the underwriters have been granted an over-allotment option (collectively, the “Shares”), as more fully described in the Registration Statement on Form
S-11 (File No. 333-183965), filed with the Securities and Exchange Commission on September 18, 2012, and amended through the date hereof (the “Registration Statement”), and the prospectus included therein (the
“Prospectus”). Unless otherwise defined, all capitalized terms used herein have the respective meanings set forth in the Registration Statement.

 We have acted as counsel to the Company with respect to the Offering. As such, and for the purpose of rendering this opinion, we have examined, and are relying upon (without any independent investigation
or review thereof) the truth and accuracy, at all relevant times, of the statements, covenants, representations and warranties contained in the following documents (including all exhibits and schedules attached thereto):

(i) The Registration Statement and exhibits thereto, including the Articles of Incorporation and Bylaws of the Company and the Agreement
of Limited Partnership of Gladstone Land Limited Partnership, a Delaware limited partnership (the “Partnership”);

 (ii) The letter from Gladstone Management Corporation, a Delaware corporation (the “Adviser”) and the Company to this firm, dated November [•], 2012, (the “Tax
Representation Letter”), representing, among other things, the truth and accuracy of the representations attributed to them and statements about the organization and operation of the Company and the Partnership in the Prospectus; and

 (iii) Such other instruments and documents related to the formation, organization and operation of the Company and the
Offering as we have deemed necessary or appropriate.

 In connection with rendering this opinion, we have assumed (without any independent
investigation or review thereof) that:

(i)
Original documents submitted to us (including signatures thereto) are authentic, documents submitted to us as copies conform to the original documents, and that natural
persons executing any such documents have the legal capacity to do so;

 1114 AVENUE OF
THE AMERICAS, NEW YORK, NY 10036  T: (212) 479-6000  F: (212) 479-6275  WWW.COOLEY.COM

 Gladstone Land Corporation

                 , 2012

 Page 2

 (ii) All representations, warranties and statements regarding facts made or agreed to by
the Adviser, the Company, the Partnership, their managements, employees, officers, directors, stockholders, partners and affiliates in connection with the Offering, including, but not limited to, those set forth in the Registration Statement
(including exhibits) and the Tax Representation Letter, are true and accurate at all relevant times;

 (iii) The Company will
not make any amendments to its organizational documents or the Partnership Agreement after the date of its qualification as a real estate investment trust (a “REIT”) under Section 856 of the Internal Revenue Code of
1986, as amended (the “Code”) that would affect its qualification as a REIT for that taxable year or any taxable year thereafter;

 (iv) No action will be taken by the Adviser, the Company, the Partnership, their managements, employees, officers, directors, stockholders, partners and affiliates, after the date hereof that would have
the effect of altering the facts upon which the opinions set forth below are based;

 (vi) The Offering will be consummated in
accordance with the description in the Prospectus; and

 (vii) Any representation or statement regarding facts made “to
the knowledge of” or similarly qualified is correct without such qualification.

 We have also assumed, and you have represented, that
during its taxable year ending December 31, 2012, and future taxable years, the Company has operated and will operate in a manner that will make the representations contained in the Tax Representation Letter true for such years. We understand,
and you have represented, that the Company intends to qualify as a REIT commencing with its taxable year ending December 31, 2013 or December 31, 2014.

 Based on our examination of the foregoing items and subject to the limitations, qualifications, assumptions and caveats set forth herein, we are of the opinion that, under federal income tax laws as of
the date hereof:

 (i) The Company’s organization and proposed method of operation commencing with its taxable year ending
December 31, 2013, or, in the event that the Company does not elect to be taxed as a REIT for the year ending December 31, 2013, then for the taxable year ending December 31, 2014, will enable it to meet the requirements for
qualification and taxation as a REIT for such taxable year and for subsequent taxable years; and

 (ii) The statements
contained in the Prospectus under the captions “Federal Income Tax Consequences of Our Status as a REIT,” and “Other Tax Consequences,” insofar as such statements constitute matters of law, summaries of legal matters, or legal
conclusions, fairly present in all material respects, the matters referred to therein.

 1114 AVENUE OF
THE AMERICAS, NEW YORK, NY 10036  T: (212) 479-6000  F: (212) 479-6275  WWW.COOLEY.COM

 Gladstone Land Corporation

                         , 2012

Page 3

 You should note that actual qualification of the Company as a REIT will depend upon the Company’s
meeting, through its actual operations, the various qualification tests imposed by the Code and that no prediction as to those actual operating results is implied by our opinion.

 This opinion relates only to matters of federal income tax law and does not address the state, local or foreign tax treatment of the Company. In addition, no opinion is expressed as to any federal income
tax consequence except as specifically set forth herein, and this opinion may not be relied upon except with respect to the consequences specifically discussed herein. This opinion is based on various statutory provisions, regulations promulgated
thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts
from those set forth in the representations described above, including in the Registration Statement, may affect the conclusions stated herein.

This opinion only represents our best judgment as to the federal income tax status of the Company and is not binding on the Internal Revenue Service or
any court of law, tribunal, administrative agency or other governmental body. The conclusions are based on the Code, existing judicial decisions, administrative regulations and published rulings. No assurance can be given that future legislative,
judicial or administrative changes or interpretations would not adversely affect the accuracy of the conclusions stated herein. Nevertheless, by rendering this opinion, we undertake no responsibility to advise you of any new developments in the
application or interpretation of the federal income tax laws.

 This opinion is being delivered solely in connection with the filing of the
Registration Statement and is intended for use in connection with the transactions set forth therein. This opinion may not be relied upon or utilized for any other purpose. However, this opinion may be relied upon by persons entitled to rely on it
pursuant to applicable provisions of federal securities law, including purchasers of Shares in this offering.

 We consent to the reference to
our firm under the caption “Federal Income Tax Consequences of Our Status as a REIT” in the Prospectus and to the reproduction and filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

 Cooley LLP

 Daniel P. Meehan

 1114 AVENUE OF
THE AMERICAS, NEW YORK, NY 10036  T: (212) 479-6000  F: (212) 479-6275  WWW.COOLEY.COM

November 8, 2012

Via E -mail
David Gladstone
Chairman and Chief Executive Officer
Gladstone Land Corporation
1521 Westbranch Drive, Second Floor
McLean, Virginia 22102

Re: Gladstone Land Corporation
Amendment No. 2 to Registration Statement on Form S -11
Filed November 2, 2012
  File No. 333-183965

Dear Mr. Gladstone:

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.
Financial Statements
Notes to Consolidated Financial Statements, page F -7
Note 6. Real Estate and Int angible Assets, page F -16
 We note your response to comment 2  in our letter dated October 25, 2012  and updated 1.
fair value of acquired assets and liabilities .  Given that you did not acquire a lease in the
asset acquisition of the Keysville Road Farms, please tell us how you determined it
would be appropriate to allocate value to an in -place lease intangible asset as well as a
below -market lease intangible lia bility.
 We note your response to comment 2 in our letter dated October 25, 2012 and the 2.
labeling of your financial statements as “Restated. ”  Please also label other relevant
portions of your financial statement footnotes as restated.  For instance, the pr ovision for

David Gladstone
Gladstone Land Corporation
November 8, 2012
Page 2

 income taxes as disclosed in Note 2 for the year ended December 31, 2011 has been
restated, as well as your e arnings per share of common stock as disclosed in Note 5.
Draft Legal Opinion
 We note your response to comment 3 in our letter dated Oc tober 25, 2012 and the revised 3.
language that “all such documents have been duly and validly executed and delivered
where due execution and delivery are a prerequisite to the effectiveness thereof.”  Please
explain to us why it is appropriate to include the  company’s documents in this
assumption or revise accordingly.  We also note similar language in the tax opinion.
Draft Tax Opinion
 We note your response to comment 5 in our letter dated October 25, 2012.  Please revise 4.
assumption (vii) to clarify that it  only relates to factual representations or statements.
 We note your response to comment 6 in our letter dated October 25, 2012 and the revised 5.
paragraph that appears on the top of page 3 of your tax opinion.  Although we note that
qualification of the com pany as a REIT will depend upon the company’s meeting,
through its operations, the various qualification tests, we continue to believe it is not
appropriate to qualify counsel’s opinion  in the manner described in the first paragraph of
page 3  with specific  reference to the opinion in paragraph (i) .  Please have counsel revise
accordingly or advise.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have  made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should 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;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments 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.

David Gladstone
Gladstone Land Corporation
November 8, 2012
Page 3

 Please refer to Rules 460 and 461 regarding request s for acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Mark Rakip, Staff Accountant,  at (202) 551 -3573  or Robert Telewicz,
Staff Accountant, at (202) 551 -3438 if you have questions regarding comments on the financial
statements and re lated matters.  Ple ase contact Erin E. Martin, Attorney -Advisor, at (202) 551 -
3391 or me at (202) 551 -3401  with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
cc: Daren DeStefano

CORRESP
1
filename1.htm

Correspondence

 Darren K. DeStefano

T: +1 703 456 8034

 ddestefano@cooley.com

November 2, 2012

 VIA EDGAR

Erin Martin

 Attorney-Advisor

U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street
N.E.

 Washington, D.C. 20549

Re:
Gladstone Land Corporation

Registration Statement on Form S-11

 Registration No. 333-183965

 Dear Ms. Martin,

On behalf of Gladstone Land Corporation (the “Company”), we are enclosing with this letter, for your review,
revised draft legality and tax opinions with respect to the Company’s Registration Statement on Form S-11 (Registration No. 333-183965), which opinions have been revised in response to comments we received from the staff of the U.S.
Securities and Exchange Commission’s Division of Corporation Finance on October 25, 2012.

 Please feel free to call
me at (703) 456-8034 if you have any questions.

 Very truly yours,

/s/ Darren K. DeStefano

 Darren K. DeStefano

 Enclosures

 ONE FREEDOM
SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM

 DARREN K. DESTEFANO

(703) 456-8034

 ddestefano@cooley.com

                    , 2012

Gladstone Land Corporation

 1521 Westbranch
Drive, Suite 200

 McLean, Virginia 22102

 Ladies and Gentlemen:

 You have requested our opinion with respect to certain matters in
connection with the filing by Gladstone Land Corporation, a Maryland corporation (the “Company”), of a Registration Statement on Form S-11 (Registration No. 333-183965) (the “Registration
Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), including a related prospectus filed with the
Registration Statement (the “Prospectus”), covering an underwritten public offering of up to [3,633,334] shares of common stock, par value $0.001 per share, of the Company pursuant to the Registration Statement (the
“Shares”).

 In connection with this opinion, we have examined and relied upon the Registration Statement and related
Prospectus, the Company’s Articles of Incorporation and Amended and Restated Bylaws, each as currently in effect, and the originals or copies certified to our satisfaction of such other records, documents, certificates, opinions, memoranda and
other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of
all documents where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of officers of the Company and have not sought to independently verify such matters. Our
opinion is expressed only with respect to the Maryland General Corporation Law.

 On the basis of the foregoing and in reliance thereon, we are
of the opinion that the Shares, when sold and issued in the manner contemplated by the Registration Statement and the related Prospectus, will be validly issued, fully paid and nonassessable.

 We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Commission thereunder.

 ONE FREEDOM
SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM

 Gladstone Land Corporation

                    , 2012

Page Two

 Sincerely,

 COOLEY LLP

By:

        Darren K. DeStefano

 cc: Gladstone Land Corporation

 ONE FREEDOM
SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM

 Daniel P. Meehan

(212) 479-6061

 dmeehan@cooley.com

                 , 2012

Gladstone Land Corporation

 1521 Westbranch
Drive, Second Floor

 McLean, Virginia 22102

 Ladies and Gentlemen:

 You have requested our opinions with respect to certain federal income tax
matters in connection with the proposed initial public offering by Gladstone Land Corporation (the “Company”) of up to [•]shares of common stock, par value $0.001 per share, of the Company (the
“Offering”), including [•] shares for which the underwriters have been granted an over-allotment option (collectively, the “Shares”), as more fully described in the Registration Statement on Form
S-11 (File No. 333-183965), filed with the Securities and Exchange Commission on September 18, 2012, and amended through the date hereof (the “Registration Statement”), and the prospectus included therein (the
“Prospectus”). Unless otherwise defined, all capitalized terms used herein have the respective meanings set forth in the Registration Statement.

 We have acted as counsel to the Company with respect to the Offering. As such, and for the purpose of rendering this opinion, we have examined, and are relying upon (without any independent investigation
or review thereof) the truth and accuracy, at all relevant times, of the statements, covenants, representations and warranties contained in the following documents (including all exhibits and schedules attached thereto):

(i) The Registration Statement and exhibits thereto, including the Articles of Incorporation and Bylaws of the Company and the Agreement
of Limited Partnership of Gladstone Land Limited Partnership, a Delaware limited partnership (the “Partnership”);

 (ii) The letter from Gladstone Management Corporation, a Delaware corporation (the “Adviser”) and the Company to this firm, dated November [•], 2012, (the “Tax
Representation Letter”), representing, among other things, the truth and accuracy of the representations attributed to them and statements about the organization and operation of the Company and the Partnership in the Prospectus; and

 (iii) Such other instruments and documents related to the formation, organization and operation of the Company and the
Offering as we have deemed necessary or appropriate.

 In connection with rendering this opinion, we have assumed (without any independent
investigation or review thereof) that:

(i)
Original documents submitted to us (including signatures thereto) are authentic, documents submitted to us as copies conform to the original documents, and that all
such documents have been duly and validly executed and delivered where due execution and delivery are a prerequisite to the effectiveness thereof;

 1114 AVENUE OF
THE AMERICAS, NEW YORK, NY 10036  T: (212) 479-6000  F: (212) 479-6275  WWW.COOLEY.COM

 Gladstone Land Corporation

                 , 2012

 Page 2

 (ii) All representations, warranties and statements regarding facts made or agreed to by the
Adviser, the Company, the Partnership, their managements, employees, officers, directors, stockholders, partners and affiliates in connection with the Offering, including, but not limited to, those set forth in the Registration Statement (including
exhibits) and the Tax Representation Letter, are true and accurate at all relevant times;

 (iii) The Company will not make any
amendments to its organizational documents or the Partnership Agreement after the date of its qualification as a real estate investment trust (a “REIT”) under Section 856 of the Internal Revenue Code of 1986, as amended
(the “Code”) that would affect its qualification as a REIT for that taxable year or any taxable year thereafter;

 (iv) No action will be taken by the Adviser, the Company, the Partnership, their managements, employees, officers, directors, stockholders, partners and affiliates, after the date hereof that would have
the effect of altering the facts upon which the opinions set forth below are based;

 (vi) The Offering will be consummated in
accordance with the description in the Prospectus; and

 (vii) Any representation or statement made “to the knowledge
of” or similarly qualified is correct without such qualification.

 We have also assumed, and you have represented, that during its
taxable year ending December 31, 2012, and future taxable years, the Company has operated and will operate in a manner that will make the representations contained in the Tax Representation Letter true for such years. We understand, and you
have represented, that the Company intends to qualify as a REIT commencing with its taxable year ending December 31, 2013 or December 31, 2014.

 Based on our examination of the foregoing items and subject to the limitations, qualifications, assumptions and caveats set forth herein, we are of the opinion that, under federal income tax laws as of
the date hereof:

 (i) The Company’s organization and proposed method of operation commencing with its taxable year ending
December 31, 2013, or, in the event that the Company does not elect to be taxed as a REIT for the year ending December 31, 2013, then for the taxable year ending December 31, 2014, will enable it to meet the requirements for
qualification and taxation as a REIT for such taxable year and for subsequent taxable years; and

 (ii) The statements
contained in the Prospectus under the captions “Federal Income Tax Consequences of Our Status as a REIT,” and “Other Tax Consequences,” insofar as such statements constitute matters of law, summaries of legal matters, or legal
conclusions, fairly present in all material respects, the matters referred to therein.

 1114 AVENUE OF
THE AMERICAS, NEW YORK, NY 10036  T: (212) 479-6000  F: (212) 479-6275  WWW.COOLEY.COM

 Gladstone Land Corporation

                         , 2012

Page 3

 With respect to our opinion contained in paragraph (i) above, you should note that actual qualification
of the Company as a REIT will depend upon the Company’s meeting, through its actual operations, the various qualification tests imposed by the Code and that no prediction as to those actual operating results is implied by our opinion.

 This opinion relates only to matters of federal income tax law and does not address the state, local or foreign tax treatment of the Company.
In addition, no opinion is expressed as to any federal income tax consequence except as specifically set forth herein, and this opinion may not be relied upon except with respect to the consequences specifically discussed herein. This opinion is
based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or
retroactively. Also, any variation or difference in the facts from those set forth in the representations described above, including in the Registration Statement, may affect the conclusions stated herein.

This opinion only represents our best judgment as to the federal income tax status of the Company and is not binding on the Internal Revenue Service or
any court of law, tribunal, administrative agency or other governmental body. The conclusions are based on the Code, existing judicial decisions, administrative regulations and published rulings. No assurance can be given that future legislative,
judicial or administrative changes or interpretations would not adversely affect the accuracy of the conclusions stated herein. Nevertheless, by rendering this opinion, we undertake no responsibility to advise you of any new developments in the
application or interpretation of the federal income tax laws.

 This opinion is being delivered solely in connection with the filing of the
Registration Statement and is intended for use in connection with the transactions set forth therein. This opinion may not be relied upon or utilized for any other purpose. However, this opinion may be relied upon by persons entitled to rely on it
pursuant to applicable provisions of federal securities law, including purchasers of Shares in this offering.

 We consent to the reference to
our firm under the caption “Federal Income Tax Consequences of Our Status as a REIT” in the Prospectus and to the reproduction and filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

 Cooley LLP

 Daniel P. Meehan

 1114 AVENUE OF
THE AMERICAS, NEW YORK, NY 10036  T: (212) 479-6000  F: (212) 479-6275  WWW.COOLEY.COM

CORRESP
1
filename1.htm

Correspondence

 Darren K. DeStefano

T: +1 703 456 8034

 ddestefano@cooley.com

November 2, 2012

 VIA EDGAR AND HAND DELIVERY

 Jennifer Gowetski

 Senior Counsel

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

Washington, D.C. 20549

Re:
Gladstone Land Corporation

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

File No. 333-183965

 Filed October 12, 2012

 Dear Ms. Gowetski:

On behalf of Gladstone Land Corporation (the “Company”), we are providing this letter in response to comments
(the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated October 25, 2012 with respect to
Pre-effective Amendment No. 1 (“Amendment No. 1”) to the Company’s Registration Statement on Form S-11 (Registration No. 333-183965) (the “Registration Statement”), filed on
October 12, 2012. Simultaneously herewith, the Company is filing Pre-effective Amendment No. 2 to the Registration Statement (“Amendment No. 2”) and supplementally providing, for the Staff’s review, a
version of Amendment No. 2 marked to show changes from Amendment No. 1.

 Set forth below are the Company’s
responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter. Page references in the text of our responses correspond to the
page numbers of Amendment No. 2.

 Cover Page of Prospectus

1.
Please revise the cover page to include only the names of the lead or managing underwriters. See Item 501(b)(8) of Regulation S-K.

In response to the Staff’s Comment, we supplementally advise the Staff that all underwriters included on the cover page of the
prospectus are co-managing

 ONE FREEDOM
SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM

 U.S. Securities and Exchange
Commission

 November 2, 2012

 Page 2

underwriters. As such, the Company respectfully submits that Item 501(b)(8)(i) of Regulation S-K requires that each of such firms be listed on the outside front cover page of the prospectus.

 Financial Statements

Notes to Consolidated Financial Statements, page F-7

 Note 5. Real Estate and Intangible Assets, page F-15

2.
We note your response to comment 8 in our letter dated October 4, 2012 and are unable to agree with your position that the acquisition of the Keysville Road Farms
met the definition of a business acquisition as discussed in ASC Topic 805-10-55-4 through ASC Topic 805-10-55-9. Please amend your prospectus to reflect the purchase of farmland as an asset acquisition.

In response to the Staff’s Comment, the Company has restated its 2011 financial statements to reflect the purchase of Keysville
Road Farms as an asset acquisition. As an asset acquisition, the cost of acquiring the Keysville Road Farms, including transaction costs, has been allocated to the assets acquired and liabilities assumed based on their relative fair values, with no
bargain purchase gain recorded. The Company has also revised its June 30, 2012, interim financial statements to reflect the impact of the restatement to the interim period.

 Exhibit 5.1 – Draft Legality Opinion

3.
We note that you have assumed the due authorization, execution and delivery of all documents by all parties. Please explain how this assumption is appropriate as it
appears overly broad or revise your opinion accordingly.

 In response to the Staff’s Comment, we are
supplementally providing the Staff, under separate cover, a revised form of legality opinion, which removes the referenced language.

Exhibit 8.1 – Draft Tax Opinion

4.
We note assumption (ii) on page 2. Please revise here and elsewhere to clarify that you are referring to representations, warranties and statements of officers and
employees as to questions of fact or explain to us how this assumption is appropriate.

 In response to
Comments No. 4-7, we are supplementally providing the Staff, under separate cover, a revised form of tax opinion. In response to the Comment, we have revised the referenced assumption to clarify that our reliance on representations, etc.,
relates solely to factual matters.

 ONE FREEDOM
SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM

 U.S. Securities and Exchange
Commission

 November 2, 2012

 Page 3

5.
We note assumption (vii) on page 2. Please explain to us how this assumption is appropriate.

In response to the Staff’s Comment, we respectfully submit that, in issuing a legal opinion (including an opinion with respect to
tax matters), as noted in our response to Comment No. 4, it is appropriate and customary to rely upon representations, warranties and statements of parties with respect to questions of fact. In certain circumstances, these representations,
warranties and statements are made to the “knowledge of” the individual making the representation. Because a tax conclusion necessarily depends upon the actual facts conforming to the beliefs of the individuals making the representations,
it is appropriate and customary for a tax opinion to assume that the factual representations being made are, in fact, actually true. In this regard, we supplementally advise the Staff that we believe that the referenced assumption is customary in
tax opinions filed with the Commission pursuant to Item 601(b)(8) of Regulation S-K.

6.
We note the last sentence of the first paragraph on page 3: “This opinion is void and may not be relied upon if any of the representations, warranties, statements
and assumptions material to our opinion and upon which we have relied are not accurate and complete in all material respects at all relevant times.” Please revise to remove such sentence or tell us why it is appropriate.

 In response to the Staff’s Comment, we have revised the form of tax opinion to remove the referenced
language. We have further revised our opinion to state that any variation or difference in the facts from those set forth in the representations referenced therein may affect the conclusions stated in the opinion. In this regard, we supplementally
advise the Staff that we believe that this qualification is customary in tax opinions filed with the Commission pursuant to Item 601(b)(8) of Regulation S-K.

7.
We note your statement in the third paragraph on page 3 that the opinion is intended for “those stockholders who acquire their Shares on or before termination of
the sale of Shares under the Registration Statement, and may not be relied upon or utilized for any other purpose or by any other person.” Please note that it is not appropriate to limit reliance on the opinion and revise accordingly.

 In response to the Staff’s Comment, we have revised the referenced language to clarify that the opinion
may be relied upon by any person entitled to rely on it pursuant to applicable provisions of federal securities law, including purchasers of

 ONE FREEDOM
SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM

 U.S. Securities and Exchange
Commission

 November 2, 2012

 Page 4

the Company’s Common Stock in the offering, which we believe is customary in tax opinions filed with the Commission pursuant to Item 601(b)(8) of Regulation S-K.

You may fax any comment letters concerning the Registration Statement to (703) 456-8100 and direct any questions or comments
concerning the Registration Statement or this response to the undersigned at (703) 456-8034.

 Very truly yours,

/s/ Darren K. DeStefano

 Darren K. DeStefano

 Enclosures

cc:
David Gladstone, Gladstone Land Corporation

 Thomas R. Salley, Cooley LLP

 Brian F. Leaf, Cooley LLP

 ONE FREEDOM
SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM

October 25, 2012

Via E -mail
David Gladstone
Chairman and Chief Executive Officer
Gladstone Land Corporation
1521 Westbranch Drive, Second Floor
McLean, Virginia 22102

Re: Gladstone Land Corporation
Amendment No. 1 to Registration Statement on Form S -11
Filed October 12, 2012
  File No. 333-183965

Dear Mr. Gladstone:

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.
Cover Page of Prospectus
 Please revise the cover page to include only the names of the lead or managing 1.
underwriters.  See Item 501(b)(8) of Regulation S -K.
Financial Statements
Notes to Consolidated Financial Statements, page F -7
Note 5. Real Estate and  Intangible Assets, page F -15
 We note your response to comment 8 in our letter dated October 4, 2012 and are unable 2.
to agree with your position that the acquisition of the Keysville Road Farms met the
definition of a business acquisition as discussed in AS C Topic 805 -10-55-4 through ASC

David Gladstone
Gladstone Land Corporation
October 25 , 2012
Page 2

 Topic 805 -10-55-9.  Please amend your prospectus to reflect the purchase of farmland as
an asset acquisition.
Exhibit 5.1 – Draft Legality Opinion
 We note  that you have assumed the due authorization, execution and delivery of all 3.
documents by all parties.  Please explain how this assumption is appropriate as it appears
overly broad or revise your opinion accordingly.
Exhibit 8.1  – Draft Tax Opinion
 We note assumption (ii) on page 2.  Please revise here and elsewhere to clar ify that you 4.
are referring to representations, warranties and statements of officers and employees as to
questions of fact or explain to us how this assumption is appropriate.
 We note assumption (vii) on page 2.  Please explain to us how this assumption is  5.
appropriate.
 We note the last sentence of the first paragraph on page 3:  “This opinion is void and may 6.
not be relied upon if any of the representations, warranties, statements and assumptions
material to our opinion and upon which we have relied are not  accurate and complete in
all material respects at all relevant times.”  Please revise to remove such sentence or tell
us why it is appropriate.
 We note your statement in the third paragraph on page 3 that the opinion is intended for 7.
“those stockholders wh o acquire their Shares on or before termination of the sale of
Shares under the Registration Statement, and may not be relied upon or utilized for any
other purpose or by any other person.”  Please note that it is not appropriate to limit
reliance on the o pinion and revise accordingly.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effect ive, it does not foreclose the Commission from taking any action with respect
to the filing;

David Gladstone
Gladstone Land Corporation
October 25 , 2012
Page 3

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

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

Please refer to Rules 460 and 461 regarding reque sts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securitie s Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effectiv e date of the
registration statement.

You may contact Mark Rakip, Staff Accountant,  at (202) 551 -3573  or Robert Telewicz,
Staff Accountant, at (202) 551 -3438 if you have questions regarding comments on the financial
statements and re lated matters.  Please contact Erin E. Martin, Attorney -Advisor, at (202) 551 -
3391 or me at (202) 551 -3401  with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
cc: Daren DeStefano

CORRESP
1
filename1.htm

Correspondence

 Darren K. DeStefano

 T: +1 703 456 8034

 ddestefano@cooley.com

 October 18, 2012

 VIA EDGAR

 Erin Martin

 Attorney-Advisor

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

100 F Street N.E.

 Washington, D.C. 20549

Re:
Gladstone Land Corporation

Registration Statement on Form S-11

 Registration No. 333-183965

 Dear Ms Martin,

On behalf of Gladstone Land Corporation (the “Company”), we are enclosing with this letter, for your review, draft
legality and tax opinions with respect to the Company’s Registration Statement on Form S-11 (Registration No. 333-183965).

 Please feel free to call me if you have any questions.

 Very
truly yours,

 /s/ Darren K. DeStefano

Darren K. DeStefano

 Enclosures

 ONE FREEDOM
SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM

 Daniel P. Meehan

 (212) 479-6061

 dmeehan@cooley.com

 October __, 2012

 Gladstone Land Corporation

 1521 Westbranch Drive, Second Floor

McLean, Virginia 22102

 Ladies and Gentlemen:

 You have requested our opinions with respect to certain federal income tax matters in connection with the proposed initial public offering by
Gladstone Land Corporation (the “Company”) of up to [•]shares of common stock, par value $0.001 per share, of the Company (the “Offering”), including [•] shares for which the underwriters
have been granted an over-allotment option (collectively, the “Shares”), as more fully described in the Registration Statement on Form S-11 (File No. 333-183965), filed with the Securities and Exchange Commission on
September 18, 2012, and amended through the date hereof (the “Registration Statement”), and the prospectus included therein (the “Prospectus”). Unless otherwise defined, all capitalized terms used
herein have the respective meanings set forth in the Registration Statement.

 We have acted as counsel to the Company with respect to the
Offering. As such, and for the purpose of rendering this opinion, we have examined, and are relying upon (without any independent investigation or review thereof) the truth and accuracy, at all relevant times, of the statements, covenants,
representations and warranties contained in the following documents (including all exhibits and schedules attached thereto):

(i) The Registration Statement and exhibits thereto, including the Articles of Incorporation and Bylaws of the Company and the Agreement
of Limited Partnership of Gladstone Land Limited Partnership, a Delaware limited partnership (the “Partnership”);

 (ii) The letter from Gladstone Management Corporation, a Delaware corporation (the “Adviser”) and the Company to this firm, dated October [•], 2012, (the “Tax
Representation Letter”), representing, among other things, the truth and accuracy of the representations attributed to them and statements about the organization and operation of the Company and the Partnership in the Prospectus; and

 (iii) Such other instruments and documents related to the formation, organization and operation of the Company and the
Offering as we have deemed necessary or appropriate.

 In connection with rendering this opinion, we have assumed (without any independent
investigation or review thereof) that:

 (i) Original documents submitted to us (including signatures thereto) are authentic,
documents submitted to us as copies conform to the original documents, and that all such documents have been duly and validly executed and delivered where due execution and delivery are a prerequisite to the effectiveness thereof;

 1114 AVENUE OF
THE AMERICAS, NEW YORK, NY 10036 T: (212) 479-6000 F: (212) 479-6275 WWW.COOLEY.COM

 Gladstone Land Corporation

 October __, 2012

 Page Two

 (ii) All representations, warranties and statements made or agreed to by the Adviser,
the Company, the Partnership, their managements, employees, officers, directors, stockholders, partners and affiliates in connection with the Offering, including, but not limited to, those set forth in the Registration Statement (including exhibits)
and the Tax Representation Letter, are true and accurate at all relevant times;

 (iii) The Company will not make any
amendments to its organizational documents or the Partnership Agreement after the date of its qualification as a real estate investment trust (a “REIT”) under Section 856 of the Internal Revenue Code of 1986, as amended
(the “Code”) that would affect its qualification as a REIT for that taxable year or any taxable year thereafter;

 (iv) No action will be taken by the Adviser, the Company, the Partnership, their managements, employees, officers, directors, stockholders, partners and affiliates, after the date hereof that would have
the effect of altering the facts upon which the opinions set forth below are based;

 (vi) The Offering will be consummated in
accordance with the description in the Prospectus; and

 (vii) Any representation or statement made “to the knowledge
of” or similarly qualified is correct without such qualification.

 We have also assumed, and you have represented, that during its
taxable year ending December 31, 2012, and future taxable years, the Company has operated and will operate in a manner that will make the representations contained in the Tax Representation Letter true for such years. We understand, and you
have represented, that the Company intends to qualify as a REIT commencing with its taxable year ending December 31, 2013 or December 31, 2014.

 Based on our examination of the foregoing items and subject to the limitations, qualifications, assumptions and caveats set forth herein, we are of the opinion that, under federal income tax laws as of
the date hereof:

 (i) The Company’s organization and proposed method of operation commencing with its taxable year ending
December 31, 2013, or, in the event that the Company does not elect to be taxed as a REIT for the year ending December 31, 2013, then for the taxable year ending December 31, 2014, will enable it to meet the requirements for
qualification and taxation as a REIT for such taxable year and for subsequent taxable years; and

 (ii) The statements
contained in the Prospectus under the captions “Federal Income Tax Consequences of Our Status as a REIT,” and “Other Tax Consequences,” insofar as such statements constitute matters of law, summaries of legal matters, or legal
conclusions, fairly present in all material respects, the matters referred to therein.

 With respect to our opinion contained in paragraph
(i) above, you should note that actual qualification of the Company as a REIT will depend upon the Company’s meeting, through its actual operations, the various qualification tests imposed by the Code and that no prediction as to those
actual operating results is implied by our opinion.

 1114 AVENUE OF
THE AMERICAS, NEW YORK, NY 10036 T: (212) 479-6000 F: (212) 479-6275 WWW.COOLEY.COM

 Gladstone Land Corporation

 October __, 2012

 Page Three

 This opinion relates only to matters of federal income tax law and does not address the state, local or
foreign tax treatment of the Company. In addition, no opinion is expressed as to any federal income tax consequence except as specifically set forth herein, and this opinion may not be relied upon except with respect to the consequences specifically
discussed herein. This opinion is void and may not be relied upon if any of the representations, warranties, statements and assumptions material to our opinion and upon which we have relied are not accurate and complete in all material respects at
all relevant times.

 This opinion only represents our best judgment as to the federal income tax status of the Company and is not binding on
the Internal Revenue Service or any court of law, tribunal, administrative agency or other governmental body. The conclusions are based on the Code, existing judicial decisions, administrative regulations and published rulings. No assurance can be
given that future legislative, judicial or administrative changes or interpretations would not adversely affect the accuracy of the conclusions stated herein. Nevertheless, by rendering this opinion, we undertake no responsibility to advise you of
any new developments in the application or interpretation of the federal income tax laws.

 This opinion is being delivered solely in
connection with the filing of the Registration Statement. It is intended for the benefit of the Company and those stockholders who acquire their Shares on or before termination of the sale of Shares under the Registration Statement, and may not be
relied upon or utilized for any other purpose or by any other person.

 We consent to the reference to our firm under the caption “Federal
Income Tax Consequences of Our Status as a REIT” in the Prospectus and to the reproduction and filing of this opinion as an exhibit to the Registration Statement.

 Sincerely,

 Cooley LLP

 Daniel P. Meehan

 1114 AVENUE OF
THE AMERICAS, NEW YORK, NY 10036 T: (212) 479-6000 F: (212) 479-6275 WWW.COOLEY.COM

 DARREN K. DESTEFANO

 (703) 456-8034

 ddestefano@cooley.com

                                 ,
2012

 Gladstone Land Corporation

1521 Westbranch Drive, Suite 200

 McLean,
Virginia 22102

 Ladies and Gentlemen:

 You have requested our opinion with respect to certain matters in connection with the filing by Gladstone Land Corporation, a Maryland corporation (the “Company”), of a
Registration Statement on Form S-11 (Registration No. 333-183965) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as
amended (the “Act”), including a related prospectus filed with the Registration Statement (the “Prospectus”), covering an underwritten public offering of up to
            shares of common stock, par value $0.001 per share, of the Company pursuant to the Registration Statement (the “Shares”).

In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus, the Company’s Articles of
Incorporation and Amended and Restated Bylaws, each as currently in effect, and the originals or copies certified to our satisfaction of such other records, documents, certificates, opinions, memoranda and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below. As to certain factual matters, we have relied upon certificates of the officers of the Company and have not sought independently to verify such matters.

In rendering this opinion, we have assumed the genuineness and authenticity of all signatures on original documents; the genuineness and authenticity of
all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of
all documents where due authorization, execution and delivery are prerequisites to the effectiveness of such documents. Our opinion is expressed only with respect to the Maryland General Corporation Law.

On the basis of the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that the Shares, when sold
and issued in the manner contemplated by the Registration Statement and the related Prospectus, will be validly issued, fully paid and nonassessable.

 We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Commission thereunder.

 ONE FREEDOM
SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM

 Gladstone Land Corporation

                                 ,
2012

 Page Two

 Sincerely,

 COOLEY LLP

By:

        Darren K. DeStefano

 cc: Gladstone Land Corporation

 457689 v4/RE

 ONE FREEDOM
SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM

CORRESP
1
filename1.htm

SEC Response Letter

 October 12, 2012

 VIA ELECTRONIC DELIVERY

 Jennifer Gowetski

Senior Counsel

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

Re:
Gladstone Land Corporation

Registration Statement on Form S-11

 Registration No. 333-183965

 Dear Ms Gowetski,

On behalf of Gladstone Land Corporation (the “Company”), we are providing this letter response to comments (the
“Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated October 4, 2012 with respect to the Company’s
Registration Statement on Form S-11 (Registration No. 333-183965) (the “Registration Statement”), filed on September 18, 2012. Simultaneously herewith, the Company is filing Pre-effective Amendment No. 1 to the
Registration Statement and supplementally providing, for the Staff’s review, a version of the Registration Statement marked to show changes from the most recently filed Registration Statement.

Set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of
the Comments, which for your convenience we have incorporated into this response letter. Page references in the text of our responses correspond to the page numbers of the Registration Statement.

Prospectus Summary, page 1

1.
Refer to the current portfolio table on page 1. We note that you also include a current portfolio table on page 94 of the prospectus, which contains more detailed
information regarding your properties. Please revise the summary table so that it also discloses lease expiration and has similarly detailed footnote disclosure as the table on page 94.

In response to the Staff’s comment, the Company has revised the disclosure on page 1.

2.
We note your disclosure in footnote (1) on page 1 of the prospectus. Please calculate 2012 annualized rent based on the prior 12 months or advise.

 Page

1

 In response to the Staff’s comment, we supplementally advise the Staff that the
Company has not owned all of the properties in the table for the last 12 months and does not believe it would be appropriate to present rental information for periods prior to its acquisition. However, the Company believes it is appropriate to
present annualized rental information for each of its properties for comparative purposes where the properties are under leases for at least twelve months. With respect to those properties that the Company has owned for less than 12 months
(including those acquired during 2012), each of these properties other than the Colding Loop Farm were acquired by the Company subject to leases of at least one year, and, therefore, the 2012 annualized GAAP straight-line rent represents GAAP
revenue that the Company expects to recognize for the first full year that the Company owns the property. With respect to the Colding Loop Farm, the remaining term of the lease on this property at the time of acquisition was for less than one year
(10 months). Accordingly, the Company has revised the GAAP straight-line rent for the Colding Loop Farm in the table to reflect only the GAAP straight-line rent the Company will recognize over the remaining term of the lease, which is less than one
year. The Company has revised footnotes (1) and (2) on page 1 of the prospectus accordingly.

 Land Acquisitions, page 4

3.
We note your response to comment 9 in our letter dated August 31, 2012 and the revisions made on page 4. Please revise to explain more specifically how your
operations differ from those entities that comprise the NCREIF Farmland Index, including, as applicable, your use of leverage, your reliance on your adviser and manager and your payment of management fees, incentive fees, and reimbursement of
expenses. Clarify whether you own properties included in the NCREIF Farmland Index or whether your current tenants own properties included in the index. In addition, please revise your disclosure to clarify that there is no guarantee that your
returns will track that of NCREIF Farmland Index and provide a cross-reference to your Summary Consolidated Financial Data section.

 In response to the Staff’s Comment, we supplementally advise the Staff that the NCREIF Farmland Index is an index comprised of farmland properties, rather than entities that own farmland. As such,
the index is intended to reflect the performance of farmland, not companies, and there is no ability for investors to invest in the index. The properties included in the index consist of both farms that are leased to farmers and farms that are
farmed by their landowners and, accordingly, the operating expense profile of the properties varies. The Company has revised the disclosure to clarify this and to highlight the ways in which an investment in the Company’s common stock would
differ from a direct investment in the properties of the NCREIF Farmland Index. Additionally, we supplementally advise the Staff that the Company reports the performance of its properties to NCREIF quarterly and, as disclosed on page 4, all
properties owned by the Company as of June 30, 2012 are included in the NCREIF Farmland Index.

 Page

2

 Compensation of Our Adviser and Our Administrator, page 11

4.
We note your response to comment 2 of our letter dated August 31, 2012. Please revise your disclosure on page 55, or elsewhere as appropriate, to briefly explain
and quantify how the management advisory fee, the administration fee and expenses disclosed on page 55 are different than the proposed compensation under the new agreements.

In response to the Staff’s Comment, the Company has expanded the disclosure on page 52 to quantify how the management advisory fee
and the administration fee are expected to be different under the new agreements.

 Selected Financial Data, page 44

5.
We note your disclosure related to unaudited pro forma consolidated financial information. Please clarify for us whether the company intends to include pro forma
financial information in the selected financial data or management’s discussion and analysis.

 In
response to the Staff’s comment, the Company does not intend to include pro forma financial information in the selected financial data or management’s discussion and analysis and accordingly has revised the disclosure on page 45.

 Leased Property, page 80

6.
We note your response to comment 5 in our letter dated August 31, 2012. Please revise to explain what you mean by “traditional” REITs or remove the
reference in the second paragraph of this section.

 In response to the Staff’s comment, the Company has
revised the disclosure on page 77 to remove the reference to “traditional.”

 Our Current Properties, page 86

7.
We note your response to comments 6 and 7 in our letter dated August 31, 2012 and your updated disclosure. Please revise your disclosure on page 86 to include the
aggregate cost basis of properties alongside the aggregate appraised value. In addition please tell us and enhance your disclosure to explain why the calculated yield does not include interest expense incurred on the mortgages placed on your
properties. Finally, revise your discussion to include a disclosure of the total interest expense that has been excluded from the yield calculation.

 In response to the Staff’s comment, the Company has revised the disclosure on page 88 to include the aggregate cost basis of its properties. We supplementally advise the Staff that the Company
calculates the yield on its properties on an unleveraged basis in order to assess the properties’ income-generating ability. However, the Company has added additional disclosure on page 88, to disclose the total interest expense
excluded from the calculation of the yield on its portfolio.

 Page

3

 The Company has also expanded the disclosure on pages 88-91 to disclose, on a
property-by-property basis, the interest expense omitted from the calculation of the yield for each property.

 Financial Statements

 Notes to Consolidated Financial Statements, page F-7

 Note 5. Real Estate and Intangible Assets, page F-15

8.
We have considered your response to comment 10 in our letter dated August 31, 2012. We are unclear how you determined it would be appropriate to recognize a
bargain purchase gain on the purchase of farm land. Please explain to us how you determined that the property acquired met the definition of a business in accordance with ASC Topic 805-10-55-4 through ASC Topic 805-10-55-9. In addition, please
clarify for us whether the property was acquired subject to a pre-existing lease or if the company entered into a new lease with the seller at the time of acquisition.

In response to the Staff’s comment, the Company is in the business of acquiring operating farmland and farming related
improvements (barns, coolers, etc.). The Company generally acquires these properties subject to existing leases, but in some instances, the Company may simultaneously execute a sale leaseback with the seller. Such leases are generally short term in
nature with terms of 2 to 5 years.

 The Company observes that under ASC 805 10-55-4, a business consists of inputs and
processes applied to those inputs that have the ability to create outputs. The Company believes an acquisition of farmland with a lease in place at the time of acquisition is considered a business under ASC 805 because it has all three elements of a
business and is capable of providing a return to the Company immediately upon acquisition. The Company believes the input is the farmland, the processes relate to the management of the property (including negotiating new leases when leases expire),
and the output is the rental revenue.

 Further, ASC 805 states that “a business need not include all of the inputs
or processes that the seller used in operating that business if market participants are capable of acquiring the business and continuing to produce outputs, for example, by integrating the business with their own inputs and processes.” In this
case, the future leasing is significant to the value of the property.

 The Company believes that the processes applied
to the inputs are substantive and indicative of the acquisition of a business as the leases are short term in nature and thus are expected to be renegotiated frequently over the course of the Company’s expected holding period. Thus the relevant
and related processes of lease negotiation, lease management, tenant selection, and other investment management related decisions are performed on a frequent basis in order to maintain the required output, which is the return to the Company.

 With respect to the Keysville Road Farm acquisition, the Company did not acquire the property subject to an existing
lease, but rather executed a new short-term lease with the seller simultaneously with the acquisition. The seller, who was in financial

 Page

4

distress at the time of the sale, negotiated a below market lease that would enable him to manage his liquidity concerns after the sale. The Company believes a lease negotiated concurrently with
an acquisition that will be in place at the time of acquisition should be considered an in-place lease in determining whether the acquisition meets the definition of a business under ASC 805 because the three elements of a business described above
are present whether the lease is in-place or concurrently executed with the sale.

 Because the Company concluded that
the acquisition of the Keysville Road Farm property met the definition of a business under ASC 805, the Company has recorded the assets acquired and liabilities assumed at their acquisition date fair values in accordance with ASC 805-20-30-1. The
assets acquired included land and intangibles related to the value of the in-place lease and the relationship with the tenant. The liability assumed relates to the below market nature of the lease with the tenant. The fair value of the assets
acquired and liabilities assumed was determined from an appraisal obtained from an independent qualified appraiser utilizing methodologies and assumptions that are consistent with the valuations of the Company’s other recent acquisitions. The
Company allocated purchase price to the fair value of the land by valuing the land as if it were vacant based on management’s determination of the fair value of the land. The below market lease intangible was recorded based on the present value
of the difference between (i) the contractual amounts to be paid pursuant to the lease and (ii) management’s estimate of fair market lease rates, measured over a period equal to the remaining term of the lease. The total amount of the remaining
intangible assets acquired, which consisted of in-place lease value and customer relationship value, was estimated based on management’s evaluation of the specific characteristics of the lease and the Company’s overall relationship with
the tenant. The Company identified no other tangible or intangible assets in connection with this acquisition which resulted in the appraised fair value of the assets acquired, net of the liabilities assumed, being in excess of the acquisition price
the Company paid.

 The Company notes that the FASB Codification defines fair value as the amount that could be received
between a willing buyer and a willing seller other than in a forced liquidation or sale. The Company believes that the independent appraisal is more representative of fair value than the acquisition price of the property. As the Company previously
advised, the seller of the land was in financial distress at the time of sale because the seller had declared bankruptcy and needed to receive the consideration as fast as possible in order to continue farming operations. Without the proceeds from
the sale, the seller would be unable to maintain his farming operations with cash on hand. As a result of the need to act quickly, the seller did not have time to publicly market the farmland for sale and the Company was able to acquire it at a
discount. The Company believes the recognition of the bargain purchase gain is consistent with the guidance in ASC Topic 805-30, “Business Combinations.” ASC 805-30 provides an example of acting under compulsion in which a seller needed to
dispose of investments by a specified date and therefore did not have sufficient time to market the investment to multiple potential buyers.

 In accordance with ASC 805-30-25-4, the Company reassessed its purchase price allocation before recording the bargain purchase gain. As a result, the Company recorded the bargain purchase gain in
accordance with the guidance and believes such accounting is appropriate. We advise the Staff that the liability recorded in the purchase price allocation related to the below market nature of the lease with the tenant reduces the bargain purchase
gain that otherwise would have been recorded.

 We supplementally advise the Staff that approximately $28,000 in
transaction costs associated with the purchase of this property were expensed and note that had the transaction been treated as an asset acquisition, these amounts would have been capitalized.

 Page

5

 Note 9. Subsequent Events (Unaudited), page F-19

9.
Please provide to us and disclose in your amended prospectus the preliminary purchase price allocations related to your acquisitions of the Colding Loop and Trapnell
Road Farms properties. Additionally, please explain to us in greater detail the terms of the pro-rata rent credit received at the closing of the Colding Loop Farm acquisition and clarify for us how you intend to account for the credit.

 In response to the Staff’s comment, the Company has revised the disclosure on page F-19 to include the
preliminary purchase price allocations related to the acquisitions of the Colding Loop and Trapnell Road Farms. Additionally, the Company respectfully advises the Staff that at the t

October 4 , 2012

Via E -mail
David Gladstone
Chairman and Chief Executive Officer
Gladstone Land Corporation
1521 Westbranch Drive, Second Floor
McLean, Virginia 22102

Re: Gladstone Land Corporation
Registration Statement on Form S -11
Filed September 21, 2012
  File No. 333-183965

Dear Mr. Gladstone:

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 no t 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.
Prospectus Summary , page 1
 Refer to the current portfolio table on page 1.  We note that you also include a current 1.
portfolio table on page 94 of the prospectus, which contains more detailed information
regarding your properties.  Please revise the summary table so that it also discloses lease
expiration and has similarly detailed footnote disclosure as the table on page 94.
 We note your disclosure in footnote (1) on page 1 of the prospectus.  Please calculate 2.
2012 annualized rent based on the prior 12 months or advise.
Land Acquisitions, page 4
 We note your response to comment 9 in our letter dated August 31, 2012 and the 3.
revisions made on page 4.  Please revise to explain more specifically how your operations
differ from those entities that comprise the NCREIF Farmland Index, including, as

David Gladstone
Gladstone Land Corporation
October 4, 2012
Page 2

 applicable, your use of leverage, your reliance on your adviser and manager and your
payment of management fees, incentive fees and reimbursement of expenses.  Clarify
whether you own properties included in the NCREIF Farmland Index or  whether your
current tenants own properties included in the index.  In addition, please revise your
disclosure to clarify that there is no guarantee that your returns will track that of NCREIF
Farmland Index and provide a cross -reference to your Summary C onsolidated Financial
Data section.
Compensation of Our Adviser and Our Administrator, page 11
 We note your response to comment 2 of our letter dated August 31, 2012.  Please revise 4.
your disclosure on page 55, or elsewhere as appropriate, to briefly explai n and quantify
how the management advisory fee, the administration fee and expenses disclosed on page
55 are different than the proposed compensation under the new agreements.
Selected Financial Data, page 44
 We note your disclosure related to unaudited pr o forma consolidated financial 5.
information .  Please clarify for us whether the company intends to include pro forma
financial information in the selected financial data or management’s discussion and
analysis .
Leased Property, page 80
 We note your response  to comment 5 in our letter dated August 31, 2012.  Please revise 6.
to explain what you mean by “traditional” REITs or remove the reference in the second
paragraph of this section.
Our Current Properties, page 86
 We note your response to comments 6 and 7  in our letter dated August 31, 2012  and your 7.
updated disclosure.  Please revise your disclosure on page 86 to include the aggregate
cost basis of properties alongside the aggregate appraised value.  In addition please tell us
and enhance your disclosure to ex plain why the calculated yield does not include interest
expense incurred on the mortgages placed on your properties.  Finally, revise your
discussion to include a disclosure of the total interest expense that has been excluded
from the yield calculation.
Financial Statements
Notes to Consolidated Financial Statements, page F -7
Note 5. Real Estate and Intangible Assets, page F -15
 We have considered your response to  comment 10  in our letter dated August 31, 2012 .  8.
We are unclear how you determined it would be appropriate to recognize a bargain

David Gladstone
Gladstone Land Corporation
October 4, 2012
Page 3

 purchase gain on the purchase of farm land.  Please explain to us how you determined
that the property acquired met the definition of a business in accordance with ASC Topi c
805-10-55-4 through ASC Topic 805 -10-55-9.  In addition , please clarify for us whether
the property was acquired subject to a pre -existing lease or if the company entered into a
new lease with the seller at the time of acquisition.
Note 9. Subsequent Ev ents (Unaudited), page F -19
 Please provide to us and disclose in your amended prospectus the preliminary purchase 9.
price allocations related to your acquisitions of the Colding Loop and Trapnell Road
Farms properties.  Additionally, please explain to us in greater detail the terms of the pro -
rata rent credit received at the closing of the Colding Loop Farm acquisition and clarify
for us how you intend to account for the credit.
Historical Summary of Revenue – Colding Loop Road Wimauma, LLC
Notes to Histori cal Summary , page F -38
1. Business , page F -38
 We note the disclosure that the property at Colding Loop was acquired in June 2012.  10.
However, your disclosure in footnote 9 to the financial statements of Gladstone Land
Corporation states that the property was  acquired on August 9, 2012.  Please explain the
difference to us.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding ou r comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authorit y, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not reliev e the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

David Gladstone
Gladstone Land Corporation
October 4, 2012
Page 4

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

Please refer to Rules 460 and 461 regarding reques ts for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective  date of the
registration statement.

You may contact Mark Rakip, Staff Accountant,  at (202) 551 -3573  or Robert Telewicz,
Staff Accountant, at (202) 551 -3438 if you have questions regarding comments on the financial
statements and re lated matters.  Pl ease contact Erin E. Martin, Attorney -Advisor, at (202) 551 -
3391 or me at (202) 551 -3401  with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
cc: Daren DeStefano

CORRESP
1
filename1.htm

SEC Letter

 [Letterhead of Cooley LLP]

 September 18, 2012

 VIA ELECTRONIC DELIVERY

Tom Kluck

 Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street
N.E.

 Washington, D.C. 20549

RE:

Gladstone Land Corporation

Registration Statement on Form S-11

 Dear Mr. Kluck:

 On behalf of Gladstone Land Corporation (the “Company”), we previously confidentially submitted to the U.S. Securities and Exchange Commission (the
“Commission”) drafts of a Registration Statement on Form S-11 (the “Registration Statement”). We are providing this letter response to comments (the “Comments”) received from
the staff of the Commission’s Division of Corporation Finance (the “Staff”) by letter dated August 31, 2012 with respect to the most recent confidential submission of the Registration Statement. Simultaneously
herewith, the Company is publicly filing the Registration Statement and supplementally providing, for the Staff’s review, a version of the Registration Statement marked to show changes from the most recent confidential submission of the
Registration Statement.

 Set forth below are the Company’s responses to the Comments. The numbering of the paragraphs
below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter. Page references in the text of our responses correspond to the page numbers of the Registration Statement.

Compensation of Our Advisor and Our Administrator, page 9

1.
Please clarify in a footnote to the “Allocation of Administrator Overhead Expenses” compensation that your administrator is 100% owned by the same entity that
owns your advisor.

 In response to the Staff’s comment, the Company has revised the disclosure on pages
12 and 116.

 Page

1

2.
We note the management advisory fee and administration fee disclosed on page 54. Please revise the chart to include these amounts paid to date, including all
reimbursements. In addition, to the extent you have incurred offering expenses to date, please revise to include these amounts.

 In response to the Staff’s comment, we respectfully advise the Staff that the chart on page 10 summarizes proposed compensation under the new management advisory and administration agreements that
will take effect after the proposed offering has been completed. The management advisory fee and administration fee disclosed on page 55 are fees charged under the existing agreements and, in light of the significant differences between the
agreements with respect to fee structures, the historical expenses are not representative of the expenses that the Company will incur following the offering. As such, these historical amounts do not correlate to the chart on page 10. The Company has
added a footnote on page 11 to include the offering expenses incurred to date.

 Use of Proceeds, page 36

3.
Footnote (2) on page 36 indicates general corporate expenses, which include payments to your administrator, are to be paid from offering proceeds. Please revise to
quantify any payments to your administrator from offering periods and clarify that your administrator is affiliated with your advisor.

 In response to the Staff’s comment, the Company has revised the disclosure on page 38 and has removed the supplemental table in footnote 2. The Company will use the proceeds from the offering
primarily to acquire farms and farming related properties. The Company’s Adviser and Administrator do not charge transaction fees when the Company acquires properties. Any fees paid to the Company’s Adviser or Administrator will be paid
from its operating revenues.

 Financial Condition, Liquidity and Capital Resources, page 55

4.
It appears that you have made deposits in connection with proposed property acquisitions. Please continue to monitor the requirements of Rules 3-14 and 8-04 of
Regulation S-X regarding probable or completed acquisitions.

 The Company acknowledges the Staff’s
comment and confirms that it will continue to monitor the requirements of Rules 3-14 and 8-04 of Regulation S-X regarding probable or completed acquisitions. We further advise the Staff that the Company does not intend to file as a smaller reporting
company under Rule 8-04 of Regulation S-X.

 Page

2

 In this regard, we supplementally advise the Staff that the Company has included
disclosure with respect to properties acquired since the date of the latest balance sheet on pages 1, 6, 8, 48, 88, 91 and 95, and that it has included audited financial statements of one of the acquired properties on page F-35. In addition, please
see our response to comment 11 below.

 Leased Property, page 72

5.
Please explain the basis for your statement that “[b]ecause we use triple net leases, we believe we incur fewer expenses than traditional real estate investment
trusts.”

 In response to the Staff’s comment, the Company has revised the disclosure on page 75.

 Our Current Properties, page 83

6.
Please provide us with your calculations of current yield on properties based on the cost basis of assets, current yield on properties based on the appraised value of
assets, and average annual return on farms since inception. In addition, explain to us whether these metrics meet the definition of non-GAAP measures in accordance with Item 10(e) of Regulation S-K, and if so please revise your filing to
provide all of the disclosure items required by Item 10(e) of Regulation S-K.

 In response to the
Staff’s comment, the Company has revised the disclosure on page 86 to eliminate non-GAAP measures and all yield calculations using non-GAAP measures. The Company further defined the given calculations using only GAAP-defined terms. Below is a
summary of the calculations included on page 86-88.

 Farm Name

2012
GAAP annual
straight-line
revenue

Cost Basis of
Property

Yield on
Property

A

B

A/B

 San Andreas Farm

431,655

4,929,307

8.8
%

 West Gonzales Farm

2,181,507

15,185,928

14.4
%

 West Beach Farms

423,602

8,472,073

5.0
%

 Dalton Lane Farm

142,500

2,808,000

5.1
%

 Keysville Road Farms

89,581

1,412,000

6.3
%

 Colding Loop Farm

175,000

3,507,000

5.0
%

 Trapnell Road Farms

241,145

4,000,000

6.0
%

 Page

3

7.
Please provide us with the calculation of current cash yield for each property discussed in this section. Given that the metric appears to be calculated solely based on
gross rental income, with no reduction for operating expenses, overhead or fees, explain to us how the amount represents the true yield for the property. Finally, explain to us whether this metric meets the definition of a non-GAAP measure in
accordance with Item 10(e) of Regulation S-K, and if so please revise your filing to provide all of the disclosure items required by Item 10(e) of Regulation S-K.

In response to the Staff’s comment, the Company has revised the disclosures on page 86-88 to eliminate all non-GAAP measures and
related yield calculations. The yield calculations currently provided use only standard GAAP terms, with the calculation being set forth in the first paragraph of this section.

The Company further advises the staff that the Company’s leases are all triple-net leases, in which the tenant is responsible for
the operating expenses of the property. Therefore, the Company believes that excluding operating expenses provides an accurate estimate of the expected overall yield for the respective properties. In addition, the Company does not allocate overhead
expenses to any of its properties when calculating the property’s net operating income, which is standard real estate practice.

Lease Expirations, page 87

8.
Please clarify what is meant by “cash rent” and how such metric differs from rent received. We also note that the term, “cash rent,” is discussed on
page 72 as an industry specific term that describes a leasing agreement that involves sharecropping, in which you indicate that you do not engage. Please revise or advise.

In response to the Staff’s comment, the Company has revised the disclosure on page 75 to reflect that “crop share” is
the proper industry-specific term for a leasing agreement in which payment of a portion of the crop profit is paid by the tenant farmer to the landowner as rent. We further advise the Staff that, following the revision, the term “cash
rent” is no longer used in the Registration Statement.

 Our Real Estate Experience, page 87

9.
We note your response to comment 32 in our letter dated June 7, 2012. Please also clarify the differences between companies represented by NARET All REIT Index and
yourself. Please make similar disclosure regarding other indices that you present in your prospectus, such as the NCREIF Farmland Index.

 Page

4

 In response to the Staff’s comment, the Company has revised the disclosure on page 4
and 92.

 Gladstone Land Corporation

 Notes to Consolidated Financial Statements

 Note 5. Real Estate and Intangible Assets,
page F-14

10.
We have read your response to our prior comment 36. Please explain to us in further detail how you determined that it would be appropriate to recognize a bargain
purchase gain in a real estate transaction. In your response please provide us with a summary of the terms of the lease on the property and tell us whether management believes that the cash flows from the lease support the appraised value.

 In response to the Staff’s comment, the Company advises the Staff that it purchased the Keysville Road
Farms in October 2011 for $1.2 million. The properties were appraised by a third-party at the time of closing for $1.4 million in the aggregate. At closing, the Company was assigned the existing triple-net lease, which expires on July 1, 2016.
The tenant has one option to extend the lease for an additional five years. The lease provides for prescribed rent escalations over the life of the lease, with annualized, straight-line rents of approximately $68,000.

In conjunction with the acquisition, the Company identified the assets acquired and liabilities assumed. Additionally, before
concluding a bargain purchase gain was appropriate, the Company reassessed whether the identified assets and liabilities were appropriate. The Company believes that it was appropriate to recognize a bargain purchase gain on this real estate
transaction considering the circumstances surrounding the sale. The seller of the land was in financial distress at the time of sale because the seller had declared bankruptcy and needed to receive the consideration as fast as possible in order
continue his farming operations. Without the proceeds from the sale, the seller would be unable to maintain his farming operations with cash on-hand. As a result of the need to act quickly, the seller did not have time to publicly market the
farmland for sale and the Company was able to acquire it at a discount. The Company believes the recognition of the bargain purchase gain is consistent with the guidance in ASC Topic 805-30, “Business Combinations.” ASC 805-30 provides an
example of acting under compulsion in which a seller needed to dispose of investments by a specified date and therefore did not have sufficient time to market the investment to multiple potential buyers. The Company believes that the example set
forth in ASC 805-30 is similar to the facts surrounding the Company’s acquisition of the Keysville Road Farms. In light of this guidance and the third-party appraisal of the properties, the Company believes it was appropriate to recognize a
bargain purchase gain from the acquisition.

 The Company believes the cash flows from the lease support the appraised
value of $1.4 million. The Company believes the assumptions in the third-party appraisal are reasonable and supportable and the valuation is consistent with comparable transactions, including other recent acquisitions of farmland by the Company.

 Page

5

 2364 West Beach Road, Page F-23

 Historical Summary of Revenue, page F-24

11.
We have read your response to our prior comment 38. Please tell us whether the leases at either 2364 West Beach Road or 75 Dalton Lane contain renewal periods, and if
so tell us the terms of any renewal option and the likelihood that the tenant will renew the lease. Additionally, please provide us with the significance tests for each property acquired including the significance threshold.

 In response to the Staff’s comment, we supplementally advise the Staff that the lease at 2364 West Beach
Road did not contain a renewal option at the time of acquisition. The lease on 75 Dalton Lane did contain a renewal option, which the tenant exercised in March 2012. The total lease term including the renewal option at the time of acquisition was
less than five years. In addition, the renewal option on 75 Dalton Lane was a 14% increase in the annual rental income from the original term and thus the Company concluded that the renewal option was not reasonably assured to be exercised at the
time of acquisition.

 Except for the Trapnell Road acquisition, the Company used a significance threshold of 10% of the
Company’s total consolidated assets as of December 31, 2010 and 2011, the dates of the last audited balance sheets, for the properties acquired in 2011 and 2012, respectively in accordance with Rule 3-14 of Regulation S-X. For the Trapnell
Road Farms, which were previously owner-occupied with no prior rental history, the Company considered the guidance for properties subject to net lease and used a significance threshold of 20% in accordance with Section 2330.10 of the Division
of Corporation Finance’s Financial Reporting Manual. A summary of these tests is below:

 Page

6

 Property

Investment in
the Property

Total Assets
at 12/31/2010

Percentage of
Total
Investment
in the Property

 West Beach

$
8,472,073

$
29,034,484

29
%

 Dalton Lane

$
2,808,000

$
29,034,484

10
%

 Keysville Road

$
1,200,000

$
29,034,484

4
%

 Property

Investment in
the Property

Total Assets
at 12/31/2011

Percentage of
Total Investment
in
the Property

 Colding Loop

$
3,507,000

$
33,041,417

11
%

 Trapnell Road

$
4,000,000

$
33,041,417

12
%

 ***

 Page

7

 You may fax any comment letters concerning the Registration Statement to (703) 456-8100
and direct any questions or comments concerning the Registration Statement or this response to the undersigned at (703) 456-8100.

 Very truly yours,

 Darren K. DeStefano

Enclosures

cc:

David Gladstone, Gladstone Land Corporation

Thomas R. Salley, Cooley LLP

Brian F. Leaf, Cooley LLP

 Page

8

August 31, 2012
Via Secure E-mail
David Gladstone
Chairman and Chief Executive Officer
Gladstone Land Corporation
1521 Westbranch Drive, Second Floor
McLean, VA 22102

Re:  Gladstone Land Corporation
Amendment No. 1 to Form S -11
Confidential Draft Registration Statement on Form S -11
Submitted August 8, 2012
CIK No. 0001495240

Dear Mr. Gladstone :

We have reviewed your amended confidential 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 confidential draft registration statement or filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendm ent is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended confidential draft registration statement or filed registration statement,  we may have
additional comment s.

Compensation of Our Advisor rand Our Administrator, page 9

1. Please clarify in a footnote to the “Allocation of Administrator Overhead Expenses”
compensation that your administrator is 100% owned by the same entity that owns your
advisor.

2. We note the  management advisory fee and administration fee disclosed on page 54.
Please revise the chart to include these amounts paid to date, including all
reimbursements.  In addition, to the extent you have incurred offering expenses to date,
please revise to in clude these amounts.

Use of Proceeds, page 36

3. Footnote (2) on page 36 indicates general corporate expenses, which include payments to

David Gladstone
Gladstone Land Corporation
August 31, 2012
Page 2

 your administrator, are to be paid from offering proceeds.  Please revise to quantify any
payments to your administrator  from offering proceeds and clarify that your administrator
is affiliated with your advisor.

Financial Condition, Liquidity and Capital Resources, page 55

4. It appears that you have made deposits in connection with proposed property
acquisitions.  Please continue to monitor the requirements of Rules 3 -14 and 8 -04 of
Regulation S -X regarding probable or completed acquisitions.

Leased Property, page 72

5. Please explain the basis for your statement that “[b]ecause we use triple net leases, we
believe we incur  fewer expenses than traditional real estate investment trusts.”

Our Current Properties, page 83

6. Please provide us with your calculations of current yield on properties based on the cost
basis of assets, current yield on properties based on the appraised  value of assets, and
average annual return on farms since inception.  In addition, explain to us whether these
metrics meet the definition of non -GAAP measures in accordance with Item 10(e) of
Regulation S -K, and if so please revise your filing to provide  all of the disclosure items
required by Item 10(e) of Regulation S -K.

7. Please provide us with the calculation of current cash yield for each property discussed in
this section.  Given that the metric appears to be calculated solely based on gross rental
income, with no reduction for operating expenses , overhead  or fees , explain to us how the
amount represents a true yield for the property.  Finally, explain to us whether this metric
meets the definition of a non -GAAP measure in accordance with Item 10(e) o f
Regulation S -K, and if so please revise your filing to provide all of the disclosure items
required by Item 10(e) of Regulation S -K.

Lease Expiration, page 87

8. Please clarify what is meant by “cash rent” and how such metric differs from rent
received.  We also note that the term, “cash rent,” is discussed on page 72 as an industry
specific term that describes a leasing arrangement that involves sharecropping, in which
you indicate that you do not engage.  Please revise or advise.

Our Real Estate Experience, page 87

9. We note your response to comment 32 in our letter dated June 7, 2012.  Please also
clarify the differences between companies represented by NARET All REIT Index and
yourself.  Please make similar disclosure regarding other indices that  you present in your

David Gladstone
Gladstone Land Corporation
August 31, 2012
Page 3

 prospectus, such as the NCREIF Farmland Index.

Gladstone Land Corporation

Notes to Consolidated Financial Statements

Note 5. Real Estate and Intangible Assets, page F -14

10. We have read your response to our prior comment 36.  Please e xplain to us in further
detail how you determined that it would be appropriate to recognize a bargain purchase
gain in a real estate transaction.  In your response please provide us with a summary of
the terms of the lease on the property and tell us wheth er management believes that the
cash flows from the lease support the appraised value.

2364 West Beach Road, page F -23

Historical Summary of Revenue, page F -24

11. We have read your response to our prior comment 38.  Please tell us whether the leases at
either 2364 West Beach Road or 75 Dalton Lane contain renewal periods, and if so tell us
the terms of any renewal option and the likelihood that the tenant will renew the lease.
Additionally, please provide us with the significance tests for each property  acquired
including the significance threshold.

General

If you intend to respond to these comments with an amended draft registration statement ,
aplease submit it and any associated correspondence in text searchable PDF file s using the secure
e-mail system we describe on our website at
http://www.sec.gov/divisions/corpfin/cfannouncements/cfsecureemailinstructions.pdf .

You may con tact Mark Rakip, Staff Accountant,  at (202) 551 -3573  or Robert Telewicz,
Staff Accountant, at (202) 551 -3438 if you have questions regarding comments on the financial
statements and re lated matters.  Please contact Erin E. Martin, Attorney -Adviser, at (202 ) 551 -
3391 or Jennifer Gowetski, Senior Counsel,  at (202) 551 -3401  with any other questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Branch Chief

June 7, 2012

Via Secure E-mail
David Gladstone
Chairman and Chief Executive Officer
Gladstone Land Corporation
1521 Westbranch Drive, Second Floor
McLean, VA 22102

Re: Gladstone Land Corporation
Confidential Draft Registration Statement on Form S -11
Submitted May 11, 2012
  CIK No. 0001495240

Dear Mr. Gladstone :

We have reviewed your confidential 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 confidential draft registration statement or filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendm ent is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended confidential draft registration statement 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 in cluded in any preliminary prospectus distributed
to prospective investors prior to our review.
2. Please provide us with support for all quantitative and qualitative business and industry
data used in the registration statement.  For example, we note your dis closure in your
“Our Industry” and “Our Investment Focus” sections.  Clearly mark the specific language
in the supporting materials that supports each statement.  The requested information
should be sent in paper form accompanied by a cover letter indicati ng that the material is
being provided pursuant to Securities Act Rule 418 and that such material should be
returned to the registrant upon completion of the staff review process.

David Gladstone
Gladstone Land Corporation
June 7, 2012
Page 2

 3. The prospectus contains jargon and technical terms that make it difficult for investors
who are not familiar with your business to understand your offering.  For example only,
we note the following:
 Coolers; and
 Box barns.
Please revise your document to replace technical jargon with descriptions so that an
ordinary investor can better understand your disclosure.  Instead of using industry jargon,
explain these concepts in concrete, everyday language.  If you must use industry -specific
terms, please explain the meaning of the terms the first time they are used.
4. We note that you ma y invest in real estate -related assets, such as mortgages.  We also
note that you intend to operate your business in a manner that will permit you to maintain
an exemption from registration under the Investment Company Act of 1940.  Please
provide us with a detailed analysis of the exemption that you and your subsidiaries intend
to rely on and how your investment strategy will support that exemption.  Please note that
we will refer your response to the Division of Investment Management for further review.
5. We note that you have identified yourself as an “emerging growth company,” as defined
in the Jumpstart Our Business Startups  Act, and that you have elected to use the extended
transition period for complying with new or revised accounting standards.  Please  revise
your MD&A section to indicate in your critical accounting policy disclosures that your
financial statements may not be comparable to companies that comply with public
company effective dates.
6. Please provide updated financial information pursuant t o Rule 8 -08 of Regulation S -X.
Cover Page of Prospectus
7. Please identify the lead underwriters or provide a thorough explanation of why the
information cannot be included.
8. Please revise your cover page risk factors as well as your summary risk factors on page 5
to (i) quantify the extent to which your expected levels of distributions will exceed your
cash available for distribution to your stockholders and (ii) indicate, if true, that one
tenant is responsible for approximately 80% of your rental revenues.
Prospectus Summary, page 1
9. Please identify your administrator in the organizational chart on page 7.  Please also
highlight its relationship to your advis er.

David Gladstone
Gladstone Land Corporation
June 7, 2012
Page 3

 Compensati on of Our Adviser and Administrator, page 8
10. Please provide a sample calculation of the quarterly incentive fee to be paid to your
advis er in a footnote to the compensation table.
11. We note that you will reimburse your adviser for acquisition expenses.  We fu rther note
your disclosure on page 7 that you will rely on outside professionals with agriculture
experience that perform due diligence on the properties you intend to acquire and lease.
Please revise to clarify whether you will reimburse your adviser any  amounts paid to
these outside professionals or otherwise explain how they will be paid.
12. We note that you will pay for your allocable portion of the administrator’s overhead
expenses, including “rent for employees.”  Please revise to clarify what you mea n by
“rent for employees.”
13. We note that you will pay the allocable portion of the salaries and benefits for certain
named executive officers and your disclosure on page 102.  In future filings that require
Item 402 or Item 404 of Regulation S -K disclosur e, please disclose t he amount of fees
paid to the administrator , break out the total amount of administrator overhead expenses
and the amount of expense reimbursements specifically related to each named executive
officer.
Risk Factors, page 17
14. We note that  several risk factor subheadings merely state general facts about your
business.  For example, we note the following subheadings:
 “Some of our tenants could be susceptible to bankruptcy,” page 18;
 “We may have conflicts of interest with our Adviser and oth er affiliates,” page
24; and
 “Failure to make distributions would subject us to tax,” page 28.
Please revise throughout as necessary to identify briefly  in your subheadings the specific
risks to you that result from the noted facts or uncertainties, and th en elucidate as needed
to provide details regarding each risk.  Potential investors should be able to understand
the risk as it specifically applies to you .
15. We note your disc losure that you may also elect  to sell farmland to be developed by
others for urban or suburban uses.  Please include risk factor disclosure that highlights the
material risks associated with this business plan especially in light of the current market
for development.

David Gladstone
Gladstone Land Corporation
June 7, 2012
Page 4

 Our distributio n rate may have an adverse effect on the market price of our common stock , page
17
16. Each risk factor  should contain only one discre te risk.  This risk factor discusses  the risk
of your distribution rate’s effect on the trading price of your stock and that you do not
have sufficient cash flows from operations to meet your distribution rate, which  is a
separate and distinct risk.  Please revise.
The requirements of being a public company may strain our resources . . . , page 31
17. Please present the risk assoc iated with your status as an emerging growth company under
a separate subheading.
Use of Proceeds, page 36
18. Please explain what you mean by “farming -related properties.”  To the extent that this
amount includes mortgage investments, please clearly indicate as such.
Distribution Policy, page 37
19. Given that you expect significant property acquisitions in your first 12 months after the
offering, please tell us how you determined that your cash flows would be predictable
enough to form a reasonable basis for your  projections of future cash available for
distribution in compliance with Item 10(b)(1) of Regulation S -K.  To the extent you
believe that your current factually supportable cash flows available for distribution
provide reasonable support for your anticipa ted distributions, please address the
following comments.
20. We have considered your response to comment 13  in our letter dated October 28, 2010 .
We remain unclear how you determined it would be appropriate to include cash on hand
as of December 31, 2011 in your calculation of cash available for distribution.  Please
revise your disclosure to remove cash on hand as of December 31, 2011 from your
calculation of cash available for distribution and revise your estimated payout ratio
accordingly.
21. We have consider ed your response to comment 14  our letter dated October 28, 2010 .
Please revise your disclosure to include a footnote to the calculation of cash available for
distribution to describe the sources of cash available to you to fund the shortfall between
cash available for distribution and the estimated annual distribution to stockholders.
22. We note from Schedule III on page F -33 that the company has a history of capital
improvements on properties.  Tell us why you have not included an estimate for recurring
capital expenditures in your calculation of cash available for distribution.
23. Please clarify for us whether you will be required to distribute the approximately $4.4
million of undistributed non -REIT earnings and profits accumulated in prior years, as

David Gladstone
Gladstone Land Corporation
June 7, 2012
Page 5

 well as the $4.0 million related to the deferred intercompany gain resulting from land
transfers upon converting to a REIT.  To the extent you are required to distribute these
amounts, please revise your disclosure here, and add a footnote to your calculation of
cash available for distribution, to clearly state the amount and timing of these cash
distributions
24. Please disclose the extent to which you may pay distributions from offering proceeds and
disclose the anticipated percentage of offering proceeds to be used,  if any, to fund your
annual distribution rate.
Dilut ion, page 42
25. Please provide to us your calculations to determine the dilution in net tangible book value
per share to new investors, including your estimation of underwriting expenses for both
the offeri ng and the potential overallotment option.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
46
Overview
26. We note that your properties are leased under triple net leases.  Although we note your
disclosure on page 73, please describe in this section how you monitor tenant credit
quality and identify any material changes in quality in your period -on-period disclosure.
Our Current Properties, page 80
27. We note the aggregate appraised value of your properties is approxim ately $66 million.
We further note that it appears certain appraisals were completed in 2010.  Please revise
to clarify the dates of the appraisals and whether you considered obtaining more recent
appraisals.  In addition, please confirm that you will fil e consents in connection with the
appraisals and revise your Experts section accordingly.
28. We note your disclosure of average annual effective rent per acre.  Please clarify if this
measure reflects the impact of tenant expense reimbursements.
29. Please ref er to footnote (2) regarding West Beach Farms on page 83.  Please clarify how
you calculated an “annualized” amount for this property when you did not own it for the
full year.
Lease Expiration, page 84
30. Please clarify how “initial annual base rent” is calc ulated.
31. We note that approximately 79% of your total initial annual base rent is expiring in 2013.
In your MD&A section, please discuss the relationship of market rents and expiring rents.

David Gladstone
Gladstone Land Corporation
June 7, 2012
Page 6

 Furthermore, with respect to leases that you recently renewed, pl ease include a
comparison of new rents on renewed leases to prior rents.
Our Real Estate Experience, page 85
32. We note your reference to the NAREIT REIT Index in this section.  Please revise to
clarify what companies comprise this index.
33. We note your referen ce to the adverse affect of the cyclical nature of the real estate
market.  Please provide more specific examples of any adverse business developments or
conditions with respect to the programs sponsored by your sponsor and its affiliates.
Refer to Item 8 .A.2 of Industry Guide 5.
Conflicts of Interest, page 110
34. Please highlight that your administrator and advis er share common ownership.
Gladstone Land Corporation
Notes to Consolidated Financial Statements, page F -7
Note 5. Real Estate and Intangible Assets, page F -14
Real Estate, page F -14
35. Please clarify for us what useful life you are using to amortize the below -market lease
liability related to your lease with Strawberry Passion Farms.  In your response, tell us
whether the option to extend the leas e was determined to be a bargain renewal, and how
this may have impacted the amortization period.
36. Please explain to us in further detail how you determined it would be appropriate to
recognize a bargain purchase gain on the acquisition of the property in Plant City,
Florida.  Please cite any relevant accounting literature in your response.
2364 West Beach Road, page F -23
Historical Summary of Revenue, page F -24
37. We note your inclusion of the Historical Summary of Revenue for the 2364 West Beach
Road  propert y, as well as the 75 Dalton Lane  property.  We are unclear how you
determined it would be appropriate to exclude operating expenses of the properties from
your audited statements of revenues and expenses for purposes of complying w ith Rule
3-14 of Regulati on S-X.  Please advise and cite the accounting literature relied upon.
38. Given that 2364 West Beach Road and 75 Dalton Lane are subject to triple -net leases, tell
us what consideration you have given to providing audited financial statements or

David Gladstone
Gladstone Land Corporation
June 7, 2012
Page 7

 summarized fi nancial statements of the lessee.  In your response please provide us with
the significance tests for each property acquired including the significance threshold.
Exhibits
39. Please file all required exhibits as promptly as possible.  If you are not in a posi tion to file
your legal or tax opinions with the next amendment, please provide draft copies for us to
review.
General
Please supplementally provide us with any written materials that you or anyone
authorized to do so on your behalf provide in reliance o n Section 5(d) of the Securities Act to
potential investors that are qualified institutional buyers or institutional accredited investors.
Similarly, please supplementally provide us with any research reports about you that are
published or distributed in  reliance upon Section 2(a)(3) of the Securities Act  of 1933 added by
Section 105(a) of the J umpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

If you intend to respond to these comments  with an amended draft registration statement ,
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Following the procedures set for th in Section 3.3.1.1 , of the EDGAR Filer Manual – Volume I at
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