SecProbe.io

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 Medalist Diversified REIT, Inc.

 P.O. Box 8436

 Richmond, Virginia 23226

 April 28, 2025

 VIA EDGAR AND EMAIL

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Ms. Pearlyne Paulemon

 Re: Acceleration
Request of Medalist Diversified REIT, Inc.

 Registration Statement on Form S-3 (File No. 333-286453)

 CIK No. 0001654595

 Dear Ms. Paulemon:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Medalist Diversified REIT, Inc., a Maryland corporation, hereby requests that the effective date of the above-referenced Registration
Statement be accelerated so that it may become effective at 4:30 p.m., Eastern time, on April 30, 2025, or as soon thereafter as
practicable.

 Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Hunton Andrews Kurth LLP, by telephoning Kate Saltz at (804) 788-8642.

 Thank you for your attention to this matter.

 Very truly yours,

 MEDALIST DIVERSIFIED REIT, INC.

 By:
 /s/ C. Brent Winn, Jr.

 C. Brent Winn, Jr.

 Chief Financial Officer

<DOCUMENT>
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<TEXT>
 April 15, 2025

Francis P. Kavanaugh
Chief Executive Officer
Medalist Diversified REIT, Inc.
P.O. Box 8436
Richmond, VA 23226

 Re: Medalist Diversified REIT, Inc.
 Registration Statement on Form S-3
 Filed April 9, 2025
 File No. 333-286453
Dear Francis P. Kavanaugh:

 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 Pearlyne Paulemon at 202-551-8714 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Kate Saltz
</TEXT>
</DOCUMENT>

<DOCUMENT>
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<TEXT>
 March 17, 2025

Kory Kramer
Reporting Person
Medalist Diversified REIT, Inc.
1400 Newport Center Drive, Suite 230
Newport Beach, CA 92660

 Re: Medalist Diversified REIT, Inc.
 Kory Kramer
 Schedule 13D filed January 7, 2025 by Kory Kramer
 File No. 005-90739
Dear Kory Kramer:

 We have conducted a limited review of the above-captioned filing and
have the
following comments.

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

 After reviewing any amendment to the filing and any information provided
in
response to these comments, we may have additional comments.

Schedule 13D filed January 7, 2025
General

1. We note that the event reported as requiring the filing of the Schedule
13D was
 December 13, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing
of a
 Schedule 13D within five business days after the date beneficial
ownership of more
 than five percent of a class of equity securities specified in Rule
13d-1(i)(1) was
 acquired. Based on the December 13, 2024 event date, the Schedule 13D
submitted on
 January 7, 2025 was not timely filed. Please advise us why the Schedule
13D was not
 filed within the required five business days after the date of the
acquisition.
2. The cover page of the above-captioned Schedule 13D indicates that
December 13,
 2024 was the date of the event that required this filing to have been
made. Please
 advise us how this date was determined.
Item 3, page 1
 March 17, 2025
Page 2

3. Item 3 to Schedule 13D is titled "Source and Amount of Funds or Other
 Consideration." Beneficial owners are required to not only disclose the
source of
 funds used in making purchases of the subject equity securities but also
state the
 amount of funds that were used. Please revise to state the amount of
funds that were
 used.
Item 4, page 1

4. Please amend Item 4 of the Schedule 13D to include any plans or
proposals which
 relate to or would result in the enumerated items listed in subsections
(a)-(j) of Item 4
 of Schedule 13D. To the extent no plans or proposals that relate to or
would result in
 any of the actions described in Item 4(a)-(j) exist, please
affirmatively so state. See
 Instruction A within the Special Instructions for Complying With
Schedule 13D at
 Rule 13d-101 of Regulation 13D-G.
Item 5, page 1

5. We note your disclosure of "[n]one" in response to Item 5(c) of Schedule
13D. Please
 revise to provide the requisite disclosure with respect to all
transactions in the
 securities between the deadline for timely filing the Schedule 13D and
the actual
 filing of the Schedule 13D. In amending the Schedule 13D to include the
required
 disclosures, please be advised that the Instruction to Item 5(c)
requires the beneficial
 owner to "describe," at a minimum, the following: "(1) The identity of
the person
 covered by Item 5(c) who effected the transaction; (2) the date of
transaction; (3) the
 amount of securities involved; (4) the price per share or unit; and (5)
where and how
 the transaction was effected."
 We remind you that the filing person is responsible for the accuracy
and adequacy of
his disclosures, notwithstanding any review, comments, action or absence of
action by the
staff.

 Please direct any questions to Blake Grady at 202-551-8573 or Nicholas
Panos at
202-551-3266.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers
& Acquisitions
</TEXT>
</DOCUMENT>

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<TEXT>
 March 17, 2025

Alfred Lee Finley
Director
Medalist Diversified REIT, Inc.
850 Industrial Avenue
Saginaw, Texas 76131

 Re: Medalist Diversified REIT, Inc.
 Alfred Lee Finley
 Schedule 13D filed January 29, 2025 by Alfred Lee Finley et. al
 File No. 005-90739
Dear Alfred Lee Finley:

 We have conducted a limited review of the above-captioned filing and
have the
following comments.

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

 After reviewing any amendment to the filing and any information provided
in
response to these comments, we may have additional comments.

Schedule 13D filed January 29, 2025
General

1. We note that the event reported as requiring the filing of the Schedule
13D was June
 25, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a
Schedule 13D
 within five business days after the date beneficial ownership of more
than five percent
 of a class of equity securities specified in Rule 13d-1(i)(1) was
acquired. Based on the
 June 25, 2024 event date, the Schedule 13D submitted on January 29, 2025
was not
 timely filed. Please advise us why the Schedule 13D was not filed within
the required
 five business days after the date of the acquisition.
2. The cover page of the above-captioned Schedule 13D indicates that June
25, 2024 was
 the date of the event that required this filing to have been made.
Please advise us how
 this date was determined.
Item 5, page 1
 March 17, 2025
Page 2

3. We note your disclosure that "[o]n January 28, 2025, 1,039 shares of
Common Stock
 were granted to Lee Finley by the board of directors pursuant to the
Issuer's 2018
 Equity Incentive Plan in connection with Lee Finley's service on the
board of
 directors." Item 5(c), however, requires that each beneficial owner
"describe any
 transactions in the class of securities reported on that were effected
during the past
 sixty days." Please revise to provide the requisite disclosure for each
filing person
 with respect to all transactions in the securities between the deadline
for timely filing
 the Schedule 13D and the actual filing of the Schedule 13D. In amending
the
 Schedule 13D to include the required disclosures, please be advised that
the
 Instruction to Item 5(c) requires the beneficial owner to "describe," at
a minimum, the
 following: "(1) The identity of the person covered by Item 5(c) who
effected the
 transaction; (2) the date of transaction; (3) the amount of securities
involved; (4) the
 price per share or unit; and (5) where and how the transaction was
effected."
Item 7, page 1

4. Multiple beneficial owners have reported their beneficial ownership on
the above-
 captioned Schedule 13D. Whenever two or more persons are required to
file a
 statement containing the information required by Schedule 13D, a single
Schedule
 13D may be filed provided that it includes, as an exhibit, their
agreement in writing
 that such a statement is filed on behalf of each of them. Please revise
to add the
 required exhibit, or advise. See Rule 13d-1(k)(1)(iii).
 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Blake Grady at 202-551-8573 or Nicholas
Panos at
202-551-3266.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers
& Acquisitions
</TEXT>
</DOCUMENT>

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August 19, 2024

​

VIA EDGAR

​

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

101 F. Street, N.E.

Washington, D.C. 20549

ATTN: Laura McKenzie and David Plattner

​

Re:Medalist Diversified REIT, Inc.

Preliminary Proxy Statement on Schedule 14A filed August 13, 2024

File No. 001-38719

​

Ladies and Gentlemen:

​

We are submitting this letter in response to the written comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in the Staff’s letter dated August 16, 2024 (the “Comment Letter” with regard to the Preliminary Proxy Statement on Schedule 14A filed by Medalist Diversified REIT, Inc. (the “Company”) on August 13, 2024.

​

Set forth below in italicized text are the comments contained in the Comment Letter. Immediately below each of the Staff’s comments is the Company’s response to that comment, as applicable. For the convenience of the Staff’s review, each of the numbered paragraphs below corresponds to the numbered comment in the Comment Letter.

​

Preliminary Proxy Statement on Schedule 14A filed August 13, 2024

​

About the Proxy Statement, page 1

​

1.

 At the bottom of page 7, we note the following disclosure: “To the extent an overvote (e.g., voting FOR with respect to more than one (1) nominee on Proposal 1)….” Please change the “e.g.” to “i.e.,” or advise.

​

Company Response: In response to the Staff’s comment, the Company has revised the disclosure on page 7 of the Amended Preliminary Proxy Statement.

​

​

​

August 19, 2024

Page 2

2.

 Please ensure that all references to proxy materials from Mr. Wheeler throughout the proxy statement reflect that stockholders may not receive such materials. For example, we note the reference on page 8 to “Mr. Wheeler’s proxy card” and the instruction to “refer to Mr. Wheeler’s proxy statement” on page 10.

​

Company Response: In response to the Staff’s comment, the Company has revised the Amended Preliminary Proxy Statement to ensure that all references to proxy materials from Mr. Wheeler reflect that stockholders may not receive such materials, including the references on page 8 and 10.

​

Proposal No. 5 To Approve the Reverse Stock Split Proposal, page 20

​

3.

 Please provide additional explanation of how the Forward Stock Split would “regain compliance with the minimum bid price requirement,” as stated on page 20.

​

Company Response: In response to the Staff’s comment, the Company has revised the disclosure on page 20 of the Amended Preliminary Proxy Statement. The Company will effect the Forward Stock Split shortly after the Reverse Stock Split to regain compliance with Nasdaq Rule 5550(a)(4), requiring the Company to have at least 500,000 publicly held shares (the “Publicly Held Shares Requirement”). Based on the contemplated ratios for, and the timing of, the Reverse Stock Split and the Forward Stock Split, the Company does not anticipate that it will be out of compliance with the minimum bid price requirement of Nasdaq Rule 5550(a)(2) as a result of the Reverse Stock Split. The Company has revised this disclosure accordingly in the Amended Preliminary Proxy Statement.

​

4.

 Please provide additional disclosure explaining the context and rationale of the proposed Reverse Stock Split, particularly in light of the fact that the Company recently completed a reverse stock split immediately followed by a forward stock split. In your revised disclosure, consider how the reasons for the Reverse Stock Split described on page 21 are affected by the fact that the Company intends to subsequently effect the Forward Stock Split.

​

Company Response: In response to the Staff’s comment, the Company has revised the disclosure in the Amended Preliminary Proxy Statement to provide additional disclosure explaining the context and rationale of the proposed Reverse Stock Split.

​

5.

 Please add disclosure clarifying that the Reverse Stock Split could result in some stockholders no longer owning any shares of the Company’s common stock to the extent they receive only cash in lieu of fractional shares. Also consider whether the statements on pages 22 and 23 that the Reverse Stock Split “will not affect any particular stockholder’s relatively ownership percentage of shares of the Company’s common stock” and that “[v]oting rights and other rights and preferences of the holders of the Company’s common stock will not be affected by the Reverse Stock Split” appropriately reflect that some holders could cease to be stockholders of the Company as a result of the Reverse Stock Split.

​

Company Response: In response to the Staff’s comment, the Company has revised the disclosure in the Amended Preliminary Proxy Statement to clarify that the Reverse Stock Split could result in some stockholders no longer owning any shares of the Company’s common stock to the extent they receive only cash in lieu of fractional shares, including the references on pages 22 and 23.

​

​

​

August 19, 2024

Page 3

General

​

6.

 The proxy card states that if a stockholder “do[es] not vote ‘FOR’ one nominee, [their] shares will be voted in accordance with the Board of Directors’ recommendation” (emphasis added). Please revise to clarify that the proxy will be voted in accordance with the Board’s recommendation only if the stockholder does not vote for any nominee.

​

Company Response: In response to the Staff’s comment, the Company has revised the proxy card filed with the Amended Preliminary Proxy Statement.

​

In connection with this response, the Company acknowledges that the Company is responsible for the accuracy and adequacy of the Company’s disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

​

Please let us know if you have further questions or comments that we should address. I can be reached at 804-338-7708.

​

Best Regards,

/s/ C. Brent Winn, Jr.

C. Brent Winn, Jr.

Chief Financial Officer

Medalist Diversified REIT, Inc.

​

August 16, 2024
Brent Winn
Chief Financial Officer
Medalist Diversified REIT, Inc.
P.O. Box 8436
Richmond, Virginia 23226
Re:Medalist Diversified REIT, Inc.
Preliminary Proxy Statement on Schedule 14A filed August 13, 2024
File No. 001-38719
Dear Brent Winn:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed August 13, 2024
About the Proxy Statement, page 1
1.At the bottom of page 7, we note the following disclosure: "To the extent an overvote
(e.g., voting FOR with respect to more than one (1) nominee on Proposal 1)...." Please
change the "e.g." to "i.e.," or advise.
2.Please ensure that all references to proxy materials from Mr. Wheeler throughout the
proxy statement reflect that stockholders may not receive such materials. For example, we
note the reference on page 8 to "Mr. Wheeler's proxy card" and the instruction to "refer to
Mr. Wheeler's proxy statement" on page 10.
Proposal No. 5. To Approve the Reverse Stock Split Proposal, page 20
3.Please provide additional explanation of how the Forward Stock Split would "regain
compliance with the minimum bid price requirement," as stated on page 20.
Please provide additional disclosure explaining the context and rationale of the proposed
Reverse Stock Split, particularly in light of the fact that the Company recently completed 4.

August 16, 2024
Page 2
a reverse stock split immediately followed by a forward stock split. In your revised
disclosure, consider how the reasons for the Reverse Stock Split described on page 21 are
affected by the fact that the Company intends to subsequently effect the Forward Stock
Split.
5.Please add disclosure clarifying that the Reverse Stock Split could result in
some stockholders no longer owning any shares of the Company's common stock to the
extent they receive only cash in lieu of fractional shares. Also consider whether the
statements on pages 22 and 23 that the Reverse Stock Split "will not affect any particular
stockholder's relative ownership percentage of shares of the Company's common stock"
and that "[v]oting rights and other rights and preferences of the holders of the Company's
common stock will not be affected by the Reverse Stock Split" appropriately reflect that
some holders could cease to be stockholders of the Company as a result of the Reverse
Stock Split.
General
6.The proxy card states that if a stockholder "do[es] not vote 'FOR' one nominee, [their]
shares will be voted in accordance with the Board of Directors' recommendation"
(emphasis added). Please revise to clarify that the proxy will be voted in accordance with
the Board's recommendation only if the stockholder does not vote for  any nominee.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Laura McKenzie at 202-551-4568 or David Plattner at 202-
551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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July 23, 2021

VIA EDGAR

Ms. Hannah Menchel

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:
    Medalist Diversified REIT, Inc. (the “Registrant”)

    Registration Statement on Form S-3 (the “Registration Statement”)

    File No. 333-257238

Dear Ms. Menchel:

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-3 (File No. 333-257238),
to 5:00 p.m., Eastern Time, on July 27, 2021, or as soon as practicable thereafter.

In connection with this request, the Registrant
acknowledges that:

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

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

(3) the Registrant may not assert this action as
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    /s/ Thomas E. Messier

    Thomas E. Messier

    Chief Executive Officer and Chairman of the Board

    (principal executive officer)

United States securities and exchange commission logo
June 29, 2021
Thomas Messier
Chairman & CEO
Medalist Diversified REIT, Inc.
1051 E. Cary Street
Suite 601
James Center Three
Richmond, Virginia 23219
Re:Medalist Diversified REIT, Inc.
Registration Statement on Form S-3
Filed June 21, 2021
File No. 333-257238
Dear Mr. Messier :
            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 Hannah Menchel at 202-551-5702 or James Lopez at 202-551-3536 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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April 7, 2021

VIA EDGAR

Mr. Ronald Alper

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:
    Medalist Diversified REIT, Inc. (the “Registrant”)

    Registration Statement on Form S-11 (the “Registration Statement”)

    File No. 333-254504

Dear Mr. Alper:

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. 333-254504),
to 5:00 p.m., Eastern Time, on April 8, 2021, 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.

    Very truly yours,

    /s/ Thomas E. Messier

    Thomas E. Messier

    Chief Executive Officer and Chairman
    of the Board

    (principal executive officer)

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April 7, 2021

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

 Re: Medalist Diversified REIT, Inc.

                                                                                Registration
                                            Statement on Form S-11

                                                                                File
                                            No. 333-254504

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S.
Securities and Exchange Commission under the Securities Act of 1933, as amended, Kingswood Capital Markets, division of Benchmark Investments,
Inc., as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement
so that it will become effective at 5:00 p.m., Washington D.C. time, on Thursday, April 8, 2021, or as soon thereafter as practicable.

The following is supplemental information supplied under Rule 418(a)(7)
and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus:  April 2, 2021.

    (ii)
    Dates of distribution:  April 2, 2021 through the date hereof.

    (iii)
    Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 5.

    (iv)
    Number of prospectuses so distributed: 400.

The undersigned confirms that it has complied with and will continue
to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with,
Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

[Signature Page Follows]

    Kingswood Capital Markets, division of

    Benchmark Investments, Inc.

    By: /s/ Sam Fleishman

    Name: Sam Fleischman

    Title: Supervisory Principal

United States securities and exchange commission logo
March 31, 2021
Thomas E. Messier
Chief Executive Officer and Chairman of the Board
Medalist Diversified REIT, Inc.
1051 E. Cary Street, Suite 601, James Center Three
Richmond, Virginia 23219
Re:Medalist Diversified REIT, Inc.
Registration Statement on Form S-11
Filed March 19, 2021
File No. 333-254504
Dear Mr. Messier:
            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 Ronald (Ron) E. Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael Beville

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December 30, 2020

VIA EDGAR

Ms. Stacie Gorman

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:
    Medalist Diversified REIT, Inc. (the “Registrant”)

    Registration Statement on Form S-11 (the “Registration Statement”)

    File No. 333-251607

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. 333-251607), to 4:00 p.m., Eastern Time, on January 4, 2020, or as soon as practicable thereafter.

In connection with this request, the Registrant
acknowledges that:

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

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

(3) the Registrant may not assert this action
as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    /s/ Thomas E. Messier

    Thomas E. Messier

    Chief Executive Officer and
    Chairman of the Board

    (principal executive officer,
    principal accounting officer and principal financial officer)

United States securities and exchange commission logo
December 29, 2020
Thomas Messier
Chief Executive Officer
Medalist Diversified REIT, Inc.
1051 E. Cary Street
Suite 601
Richmond, VA 23219
Re:Medalist Diversified REIT, Inc.
Form S-11
Filed December 22, 2020
File No. 333-251607
Dear Mr. Messier:
            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:       Michael Beville, Esq.

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February 10, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Medalist Diversified REIT, Inc. (CIK: 0001654595)

    Registration Statement No. 333-235442 on Form S-11 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), Aegis Capital Corp., as representative of the underwriters, hereby requests acceleration of the effective date of
the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time, February 12, 2020, or as
soon thereafter as practicable.

Pursuant to Rule 460 under the Securities
Act, please be advised that we, acting on behalf of the several underwriters, will distribute as many electronic copies of the
proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution.

    By:
    AEGIS CAPITAL CORP.

    By:
    /s/ Edward Tsuker

    Name:
    Edward Tsuker

    Title:
    Managing Director

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February 10, 2020

VIA EDGAR

Mr. Ronald Alper

Division of Corporation Finance

United States Securities and Exchange

Commission

100 F Street, NE

Washington, DC 20549

    Re:
    Medalist Diversified REIT, Inc. (the “Registrant”)

    Registration Statement on Form S-11 (the “Registration Statement”)

    File No. 333-235442

Dear Mr. Alper:

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. 333-235442), to 5:00 p.m., Eastern Time, on February 12, 2020, 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.

    Very truly yours,

    /s/ Thomas E. Messier_______

    Thomas E. Messier

    Chief Executive Officer and Chairman of the Board

    (principal executive officer, principal accounting officer and

    principal financial officer)

December 17, 2019
Thomas E. Messier
Chief Executive Officer and Chairman of the Board
Medalist Diversified REIT, Inc.
11 S. 12th Street, Suite 401
Richmond, Virginia 23219
Re:Medalist Diversified REIT, Inc.
Registration Statement on Form S-11
Filed December 10, 2019
File No. 333-235442
Dear Mr. Messier:
            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 Ronald (Ron) Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Mike Beville

CORRESP
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May 7, 2019

VIA EDGAR

Mr. Josh Lobert

Division of Corporation Finance

United States Securities and Exchange

Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    Medalist Diversified REIT, Inc. (the “Registrant”)

    Registration Statement on Form S-11 (the “Registration Statement”)

    File No. 333-229436

Dear Mr. Lobert:

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. 333-229436), to 4:45 p.m., Eastern Time, on May 8, 2019, 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,

    /s/ Thomas E. Messier

    Thomas E. Messier

    Chief Executive Officer and Chairman of the Board

    (principal executive officer, principal accounting officer and

    principal financial officer)

CORRESP
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May 7, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Medalist Diversified REIT, Inc. (CIK: 0001654595)

    Registration Statement No. 333-229436 on Form S-11 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), Aegis Capital Corp., as representative of the underwriters, hereby requests acceleration of the effective date of
the above-referenced Registration Statement so that it will become effective at 4:45 p.m. Eastern Time, May 8, 2019, or as soon
thereafter as practicable.

Pursuant to Rule 460 under the Securities
Act, please be advised that we, acting on behalf of the several underwriters, will distribute as many electronic copies of the
proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution.

    By:
    AEGIS CAPITAL CORP.

    By:
    /s/ Edward Tsuker

    Name:
     Edward Tsuker

    Title:
     Managing Director

February 11, 2019
Thomas E. Messier
Chief Executive Officer and Chairman of the Board
Medalist Diversified REIT, Inc.
11 S. 12th Street, Suite 401
Richmond, Virginia 23219
Re:Medalist Diversified REIT, Inc.
Registration Statement on Form S-11
Filed January 31, 2019
File No. 333-229436
Dear Mr. Messier:
            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 Rahul K. Patel, Staff Attorney, at (202) 551-3799 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
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November 26, 2018

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

 Re: Medalist Diversified REIT, Inc.

Registration Statement on Form S-11

File No. 333-227098

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of
the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of
the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it
will become effective at 4:30 p.m., Washington D.C. time, on Tuesday, November 27, 2018, or as soon thereafter as practicable.

The following is supplemental information supplied under Rule
418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus:  November 9, 2018.

    (ii)
    Dates of distribution:  November 9, 2018 through the date hereof.

    (iii)
    Number of prospective
    underwriters and selected dealers to whom the preliminary prospectus was furnished: 12.

    (iv)
    Number of prospectuses so
    distributed: 850.

The undersigned confirms that it has complied with and will
continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

[Signature Page Follows]

    MAXIM GROUP LLC

    By:
    /s/ Clifford Teller

    Name: Clifford Teller

    Title:  Executive Managing Director,

    Head of Investment Banking

CORRESP
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November 26, 2018

VIA EDGAR

Ms. Stacie Gorman

Division of Corporation Finance

United States Securities and Exchange

Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    Medalist Diversified REIT, Inc. (the “Registrant”)

    Registration Statement on Form S-11 (the “Registration Statement”)

    File No. 333-227098

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. 333-227098), to 4:30 p.m., Eastern Time, on November 27, 2018, or as soon as practicable thereafter. By separate letter,
the underwriter of the issuance of the securities being registered has 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,

/s/ Thomas E. Messier

Thomas E. Messier

Chief Executive Officer and Director

(principal executive officer, principal accounting officer and

principal financial officer)

CORRESP
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    Trevor D. Wind

Direct Dial: 804.823.4037

Direct Fax: 804.823.4099

twind@kv-legal.com

August 29, 2018

VIA EDGAR AND FEDEX OVERNIGHT

Erin E. Martin, Esq.

Legal Branch Chief

Office of Real Estate and Commodities

Division of Corporation Finance

United States Securities and Exchange Commission

Mail Stop 3233

100 F Street, N.E.,

Washington, DC 20549

 Re: Medalist Diversified REIT, Inc.

Registration
Statement on Form S-11

Filed
August 29, 2018

CIK
No. 0001654595

Dear Ms. Martin:

On behalf
of Medalist Diversified REIT, Inc., a Maryland corporation (the “Issuer”), I am submitting the following letter
to the U.S. Securities and Exchange Commission (the “Commission”) in response to the comment letter dated August
22, 2018 (the “Comment Letter”) to the Issuer’s Amendment No. 1 to its Draft Registration Statement on
Form S-11 filed on August 1, 2018 (the “Registration Statement”) received from the staff of the Division of
Corporation Finance (the “Staff”) of the Commission. This letter is being submitted contemporaneously with the
filing of a revised Registration Statement (the “Revised Registration Statement”) containing changes made in
response to the Staff’s comments and for the purpose of updating and revising certain information in the Registration Statement.
Certain capitalized terms set forth in this letter are used as defined in the Revised Registration Statement.

For convenience of
reference, each Staff comment contained in the Comment Letter is reprinted below in italics, numbered to correspond with paragraph
numbers assigned in the Comment Letter, and is followed by the corresponding response of the Company.

For the Staff’s
ease of review, we have also provided two clean copies of the Revised Registration Statement, and two copies to show changes against
the Registration Statement. All page references in the responses are to pages of the clean copy of the Revised Registration Statement.

Commission’s Comment 1.
We note your response to comment 1. Please disclose the actual compensation paid to your manger for both the last fiscal year
and current year to date for each of the fee types disclosed on pages 9 – 10 as well as any accrued but unpaid compensation.

Issuer’s Response:
In response to the Staff’s comment, please see the revised disclosure on pages 9, 10, 88 and 89.

Commission’s Comment 2.
We note your response to comment 7 and reissue our comment in part. For each distribution amount, please disclose the total
amount paid each quarter, and the amount of each source used to fund the distribution payments, including borrowing and proceeds.

Issuer’s
Response: In response to the Staff’s comment, please see the revised disclosure on pages 11, 49 and 100.

Richmond Office | 1401 E. Cary St. |
Richmond, VA 23219 | Phone: 804.823.4000

Richmond Office Mailing Address | P.O.
Box 2470 | Richmond, VA 23218-2470

www.kv-legal.com

Erin E. Martin

Legal Branch Chief

U.S. Securities and Exchange Commission

August 29, 2018

Page 2 of 2

The
Issuer respectfully believes that the revisions to the Registration Statement contained in the Revised Registration Statement,
and the supplemental information contained herein, are responsive to the Staff’s comments. Please feel free to contact me
at the above number for any questions related to this filing. We appreciate the Staff’s timely response.

    Very truly yours,

	/s/ Trevor D. Wind

Trevor D. Wind

 cc: Thomas G. Voekler, Esq. (via electronic mail)

T.
Rhys James, Esq. (via electronic mail)

Thomas
E. Messier (via electronic mail)

Enclosures

Mail Stop 3233
August 22, 2018

Via E -mail
Thomas E. Messier
Co-President and Director
Medalist Diversified REIT, Inc.
11 S. 12th Street
Suite 401
Richmond, VA 23219

Re: Medalist Diversified REIT, Inc.
Amendment No. 1 to Draft Registration Statement on Form S -11
Submitted August 1, 2018
  CIK No. 0001654595

Dear Mr. Messier :

We have reviewed your amended 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 be tter understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment s apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

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

General

1. We note your response to comment 1 .  Please disclose the actual compensation paid to
your manager for both the last fiscal year and current year to date for each of the fee
types disclosed on pages 9 – 10 as well as any accrued but unpaid compensation.

Thomas E. Messier
Co-President and Director
Medalist Diversified REIT, Inc.
August 22, 2018
Page 2

 Distribution Policy, page 49

2. We note your response to comment 7 and reissue our comment in part.  For each
distribution amount, please disclose the total amount paid each quarter, and the amount of
each source used to fund the distribution payments, incl uding borrowing and proceeds.

You may contact William Demarest at (202)551 -3432 or Shannon Sobotka at (202)551 -
if you have questions regarding comments on the financial statements and related matters.
Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3391 with any other
questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Legal Branch Chief
Office of Real Estate and
Commodities

cc: T. Rhys James, Esq. ( via e -mail)

Mail Stop 3233
July 16, 2018

Via E -mail
Thomas E. Messier
Co-President and Director
Medalist Diversified REIT, Inc.
11 S. 12th Street
Suite 401
Richmond, VA 23219

Re: Medalist Diversified REIT, Inc.
Draft Registration Statement on Form S -11
Submitted June 18, 2018
  CIK No. 0001654595

Dear Mr. Messier :

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

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

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

General

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

Thomas E. Messier
Co-President and Director
Medalist Diversified REIT, Inc.
July 16, 2018
Page 2

 2. Please ensure that you provide all of the applicable disclosure found in Industry Guide 5
and CF Disclosure Guidance Topic No. 6.  For example on ly, in accordance with Item 1
of Industry Guide 5, please provide cover page risk factors.  In accordance with Item 4  of
Industry Guide 5 , provide an estimate of the dollar amount of the management fee to be
paid to your manager in the first fiscal year, ass uming the maximum number of securities
being registered are sold in this offering and maximum leverage.   With respect to your
prior performance disclosure and tables, please ensure that you provide all of the
disclosure required by Item 8 of Industry Guide 5 and revise the tables to be consistent
with the guidance provided by CF Disclosure Guidance Topic No. 6.

Cover Page

3. We note your disclosure that you intend to be taxed as a REIT for federal income tax
purposes beginning with the taxable year ended Dece mber 31, 2017.  Please update this
disclosure to clarify if you met the requirements and whether you qualify as a REIT.

Industry and Market Data, page 2

4. We note your disclosure that you “do not make any representation as to the accuracy and
completeness  of this information.”  This statement appears to disclaim the issuer’s
responsibility for information in the registration statement.  As this is not consistent with
the liability provisions of the Securities Act, p lease revise the disclosure to remove this
disclaimer.

Risk Factors, page 14

5. We note that you have experienced net losses.  Please add a risk factor to address these
losses and the potential impact on your company’s business and financial condition.

“The bankruptcy, insolvency or dimishied cre ditworthiness of our tenants under their leases . . . .
,” page 25

6. We note your disclose on page 56 that revenues at your Franklin Square property were
negatively impacted by a bankruptcy filing in 2017 by one of your tenants.  Please revise
this risk fac tor to specifically address the bankruptcy filing by this tenant.

Thomas E. Messier
Co-President and Director
Medalist Diversified REIT, Inc.
July 16, 2018
Page 3

 Distribution Policy, page 49

7. We note that you made dividend payments of $.70 per share through January 2018.
Please revise to provide the disclosure required by Item 201(c)( 1) of Regulation S -K.
Additionally, it appears that your cash flow from operations were not sufficient to fund
your distributions.  Therefore, please disclose the sources of your distribution payments,
including borrowings and proceeds, and revise your risk  factor disclosure on page 27 to
indicate that you have utilized these other sources and the extent to which you have used
sources other than cash flow from operations.

Results of Operations, page 56

8. We n ote your disclosure that you expect a new lease will be signed for a space at the
Franklin Square Property in May 2018.  Please update this disclosure.

Funds From Operations, page 57

9. Please tell us how your adjustment that adds back distributions to nonc ontrolling interests
is consistent with the NAREIT definition of FFO.

Dilution, page 62

10. Please include a tabular presentation  of the public contribution under the offering and the
effective cash contribution of officers, directors, promoters and affil iated persons .  Refer
to Item 506 of Regulation S -K for further guidance.

Our Business and Propertie s

Our Portfolio, page 68

11. Based on your footnote disclosure, it does not appear that the average effective rent per
square foot accounts for concessions, abatements and reimbursements.  Please advise or
revise as appropriate.

12. With respect to your Hampton Inn property, please discl ose your average daily room rate
and revenue per available room.

Management, page 77

13. Please briefly describe the specific experience, qualifications, attributes or skills that led
to the conclusion that Mr. Messier and Mr. Elliot  should serve a s director s.  Refer to Item
401(e) of Regulation S -K.

Thomas E. Messier
Co-President and Director
Medalist Diversified REIT, Inc.
July 16, 2018
Page 4

 Policies with Respect to Certain Activities

Conflict of Interest Policies, page 89

14. We note your discussion of the investment allocation agreement with your manager.
Please also disclose the number of affiliated en tities currently raising funds and the
amounts these other entities have available for investment.

Medalist Diversified REIT, Inc . Unaudited Pro Forma Consoli dated Statement  of Operations For
The Three Months Ended March 18, 2018, page FS -6

15. Please revise  to present revenues and expenses by type rather than by property.  This
comment also applies to your presentation on page FS -10.  Reference is made to Rule 5 -
03 of Regulation S -X.

Medalist Fund 1 -A, LLC (Franklin Square) Financial Statements, page FS -60

16. We note you acquired Franklin Square during 2017.  Please provide us with your analysis
supporting your conclusion that the acquired business is not a predecessor .

You may contact William Demarest at (202)551 -3432 or Shannon Sobotka at (202)551 -
if you ha ve questions regarding comments on the financial statements and related matters.
Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3391 with any other
questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Legal Branch Chief
Office of Real Estate and
Commodities

cc: T. Rhys James, Esq.

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July 26, 2016

VIA EDGAR AND OVERNIGHT MAIL

Kim McManus, Esq.

Senior Attorney

Office of Real Estate and Commodities

Division of Corporation Finance

United States Securities and Exchange Commission

Mail Stop 3233

100 F Street, N.E.

Washington, DC 20549

    Re:
    Medalist Diversified REIT, Inc. (the “Company”)

    Offering Statement on Form 1-A (the “Offering Statement”)

    File No. 024-10487

Dear Ms. McManus:

On behalf of the Company, I respectfully request that the qualification
date of the offering statement be accelerated and that the offering statement be declared qualified July 28, 2016 at 10:00 a.m.
ET, or as soon thereafter as is reasonably practicable.

In making this request, the Company acknowledges the following:

    ·
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing qualified, 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, to declare the filing qualified does not relieve the Company from its full responsibility for the adequacy and accuracy of disclosure in the filing; and

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

Very truly yours,

/s/ Thomas E. Messier

Thomas E. Messier, Co-President and Director

CORRESP
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April 14, 2016

VIA EDGAR and FedEx Overnight

Stacie Gorman, Esq.

Kristina Aberg, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E., Mail Stop 3010 CF/AD8

Washington, D.C. 20549

 Re: Medalist Diversified REIT, Inc.

Amendment No. 2 to Offering Statement on Form
1-A Filed April 14, 2016

File No. 024-10487

Dear Ms. Gorman and Ms. Aberg:

This letter is submitted
on behalf of our client, Medalist Diversified REIT, Inc. (the “Company”), in response to comments received
from the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange
Commission (the “Commission”), in a letter dated March 8, 2016 (the “Comment Letter”) with
respect to the Company’s Offering Statement on Form 1-A (File No. 024-10487) filed with the Commission on October 5, 2015
(the “Offering Statement”) and Amendment No. 1 to the Offering Statement filed with the Commission on February
17, 2016 (the “Amendment”). For your convenience, we have reproduced the comments below, followed by our responses.
The Company has provided the additional disclosures requested by the Staff in the Company’s Pre-Effective Amendment No. 2
to the Offering Statement, filed on April 14, 2016 (“Amendment No. 1”).

The discussion below
is presented in the order of the numbered comments in the Comment Letter. References to page numbers in the responses below refer
to Amendment No. 2.

For your convenience,
we have enclosed with this letter two clean copies and two marked copies of Amendment No. 2, reflecting all changes to the
Offering Statement. Such changes have been made in response to the Staff’s comments and for the purpose of updating and revising
certain information in the Offering Statement. Certain capitalized terms set forth in this letter are used as defined in Amendment
No. 2.

      Website: www.kv-legal.com

Richmond Office | 1401 E Cary Street | Richmond, VA 23219 | Phone: 804.823.4000

Richmond Office Mailing Address | P.O. Box 2470 | Richmond, VA 23218-2470

    Stacie Gorman, Esq.

Kristina Aberg, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 14, 2016

Page 2 of 3

Compensation to Our Manager, page
4

 1. Comment: Please revise to provide an example of how the Incentive Fee will be calculated.

Response: In
response to the Staff’s comment, the Company has provided an example of the Incentive Fee calculation on pages 5-6 of Amendment
No. 2.

Prior Performance of our Manager,
page 44

 2. Comment: We note your disclosure that Medalist Fund II, LLC will distribute a 7.5% annualized
return to current investors for the fourth quarter of 2015 by the end of January. We further note your response to comment 17 of
our letter dated October 30, 2015 that Medalist Fund II, LLC began operations in April 2015 and therefore does not have information
available for the period ended December 31, 2014. As you have not included Medalist Fund II, LLC in your Prior Performance Tables
as of yet, please revise to remove this statement or advise us as to why it is appropriate. To the extent you retain this disclosure
please clarify if the distribution will be paid from operating cash flow, offering proceeds, or another source.

Response: In response to the Staff’s
comment, please see the Company’s revised disclosure under “Prior Performance of our Manager” on page 46 of Amendment
No. 2.

Financial Statements of Medalist
Fund 1-A, LLC, page FS-9

 3. Comment:  We note that you have included Statements of Revenues and Certain Expenses for
the year ended December 31, 2014 and for the period from acquisition (September 20, 2013) to December 31, 2013. Please revise to
update pursuant to Part F/S of Form 1-A.

Response: In response to the Staff’s
comment, please see the Company’s revised Statements of Revenues and Expenses for Medalist Fund 1-A, LLC on page FS-14 of
Amendment No. 2.

    Stacie Gorman, Esq.

Kristina Aberg, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

April 14, 2016

Page 3 of 3

Signature Page

 4. Comment: Please ensure your offering statement is also signed by your principal financial
officer. Please refer to Instruction 1 to Signatures of Form 1-A.

Response: The
Company has indicated that Mr. Thomas E. Messier is the Company’s principal executive officer, principal financial officer
and principal accounting officer on the signature page.

The Company respectfully
believes that the revisions to the Offering Statement contained in Amendment No. 2, and the supplemental information contained
herein, are responsive to the Staff’s comments. Please feel free to contact me at the above number for any questions related
to this filing. We appreciate the Staff’s timely response.

Very
truly yours,

/s/ T. Rhys James

T. Rhys James

 cc: Thomas E. Messier

Thomas G. Voekler

Mail Stop 3233
March 8, 2016

Via E -mail
Thomas E. Messier
Co-President and Director
Medalist Diversified REIT, Inc.
11 S. 12th Street, Suite 401
Richmond, Virginia  23219

Re: Medalist Diversified REIT, Inc.
Amendment No. 1 to Offering Statement  on Form 1-A
Filed February 17, 2016
  File No. 024 -10487

Dear Mr. Messier :

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

After reviewing any amendment to your offering statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our October 30, 2015 letter .

Compensation to Our Manager, page 4

1. Please revise to provide an example of how the Incentive Fee will be calculated.

Thomas E. Messier
Medalist Diversified REIT, Inc.
March 8, 2016
 Prior Performance o f our Manager, page 44

2. We note your disclosure that Medalist Fund II, LLC will distribute a 7.5% annualized
return to current investors for the fourth quarter of 2015 by the end of January.  We
further note your response to comment 17 of our letter dated October 30, 2015 that
Medalist Fund II, LLC began operations in April 2015 and therefore does not have
information available for the period ended December 31, 2014.  As you have not included
Medalist Fund II, LLC in your Prior Performance Tables as of yet,  please revise to
remove this statement or advise us as to why it is appropriate.  To the extent you retain
this disclosure please clarify if the distribution will be paid from operating cash flow,
offering proceeds, or another source.

Financial Statement s of Medalist Fund 1 -A, LLC, page FS -9

3. We note that you have included Statements of Revenues and Certain Expenses for the
year ended December 31, 2014 and for the period from acquisition (September 20, 2013)
to December 31, 2013.   Please revise to update pursuant to Part F/S of Form 1 -A.

Signature Page

4. Please ensure your offering statement is also signed by your principal financial officer.
Please refer to Instruction 1 to Signatures of Form 1 -A.

You may contact William Demarest, Staff Accountant,  at 202-551-3432 or Jaime John,
Accounting Branch Chief,  at 202-551-3446 if you have questions regarding comments on the
financial statements and related matters.  Please contact Sandra B. Hunter, Staff Attorney,  at
202-551-3758 or me at 202-551-3215 with any other questions.

Sincerely,

 /s/ Kim McManus

Kim McManus
Senior Attorney
Office of Real Estate and
Commodities
cc: Thomas G. Voekler, Esq.

CORRESP
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February 17, 2016

VIA EDGAR and FedEx Overnight

Stacie Gorman, Esq.

Kristina Aberg, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E., Mail Stop 3010 CF/AD8

Washington, D.C. 20549

 Re: Medalist Diversified REIT, Inc.

  Offering Statement on Form 1-A

  Filed October 5, 2015

File No. 024-10487

Dear Ms. Gorman and Ms. Aberg:

This letter is submitted
on behalf of our client, Medalist Diversified REIT, Inc. (the “Company”), in response to comments received
from the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange
Commission (the “Commission”), in a letter dated October 30, 2015 (the “Comment Letter”)
with respect to the Company’s Offering Statement on Form 1-A (File No. 024-10487) filed with the Commission on October 5,
2015 (the “Offering Statement”). For your convenience, we have reproduced the comments below, followed by our
responses. The Company has provided the additional disclosures requested by the Staff in the Company’s Pre-Effective Amendment
No. 1 to the Offering Statement, filed on February 17, 2016 (“Amendment No. 1”).

The discussion below
is presented in the order of the numbered comments in the Comment Letter. References to page numbers in the responses below refer
to Amendment No. 1.

For your convenience,
we have enclosed with this letter two clean copies and two marked copies of Amendment No. 1, reflecting all changes to the
Offering Statement. Such changes have been made in response to the Staff’s comments and for the purpose of updating and revising
certain information in the Offering Statement. Certain capitalized terms set forth in this letter are used as defined in Amendment
No. 1.

    Website: www.kv-legal.com

Richmond Office | 1401 E Cary Street | Richmond, VA 23219 | Phone: 804.823.4000

Richmond Office Mailing Address | P.O. Box 2470 | Richmond, VA 23218-2470

    Stacie Gorman, Esq.

Kristina Aberg, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

February 17, 2016

Page 2 of 8

Part II – Offering Circular

General

 1. Comment: We note that you have included disclosure indicating that you may invest in real
estate- related investments, including common and preferred shares of real estate companies. We further note that you intend to
operate your business in a manner that will permit you to maintain an exemption from registration under the 1940 Act. Please provide
us with a detailed analysis of the exemption that you and your subsidiaries intend to rely on and how you and your investment strategy
will support this exemption.

Response: The
Company acknowledges the Staff’s comment and has revised its disclosure to eliminate reference to investment in the common
and preferred shares of other real estate companies. As indicated in the Company’s revised disclosure on page 37 of Amendment
No. 1, the Company and Manager intend to primarily make direct investments in real estate, through the Company’s operating
partnership and subsidiaries thereof. The Company may, in the discretion of the Manager, pursue joint venture or other indirect
investments in real estate; however, the Company anticipates that in any such instance the Company will acquire a controlling interest
in the joint venture or other investment vehicle.

As a result, and as
further discussed on pages 24-25 of Amendment No. 1 under “RISK FACTORS – Risks Related to our Organization and
Structure - Your investment return may be reduced if we are required to register as an investment company under the Investment
Company Act; if we are subject to registration under the Investment Company Act, we will not be able to continue our business,”
the Company anticipates that it will not be defined as an investment company under Section 3(a)(1) of the 1940 Act.

The Company, its operating
partnership and its subsidiaries investing primarily in real property will not fall within either definition of investment company
as they invest primarily in real property, either directly or through wholly or majority owned subsidiaries, the majority of which
the Company expects to have at least 60% of their assets in real property or in entities that they manage or co-manage that own
real property. As these subsidiaries would be investing either solely or primarily in real property, they would be outside of the
definition of “investment company” under Section 3(a)(1) of the Investment Company Act. The Company is organized as
a holding company that conducts its businesses primarily through the operating partnership, which in turn is a holding company
conducting its business through its subsidiaries. Both the Company and its operating partnership intend to conduct our operations
so that they hold at least 60% of their assets in real property or in entities that they manage or co-manage that own real property
to ensure that they do not become investment companies pursuant to Section 3(a)(1)(C) of the 1940 Act.
The Company intends to monitor its holdings to ensure continuing and ongoing compliance with this test. In addition, the
Company believes that neither it nor the operating partnership will be considered an investment company under Section 3(a)(1)(A)
of the Investment Company Act because neither it nor the operating partnership will engage primarily or hold itself out as being
engaged primarily in the business of investing, reinvesting or trading in securities. Rather, through the operating partnership’s
wholly-owned or majority owned subsidiaries, the Company and the operating partnership will be primarily engaged in the non-investment
company businesses of these subsidiaries.

    Stacie Gorman, Esq.

Kristina Aberg, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

February 17, 2016

Page 3 of 8

 2. Comment:
Please revise to provide the information required by Item 13 of Form 1-A, or advise.

Response:	In response to the
Staff’s comment, please see the Company’s revised disclosure on page 52 of Amendment No. 1.

Cover Page of Offering Circular

 3. Comment: We note that your disclosure on the cover
page indicates that you intend to acquire two additional properties from affiliates if you are successful in raising additional
offering proceeds. Please revise to reconcile with your disclosure throughout the document which states that you intend to purchase
three additional properties from affiliates.

Response: In response to the Staff’s
comment, the Company has revised its disclosure to indicate that it intends to acquire three additional properties from affiliates.

Summary, page 1

 4 Comment:
Please revise to highlight the most significant risks relating to your operations and this offering. In this effort, please revise
your Summary Risk Factors section and your Conflicts of Interest section to provide more specific detail regarding conflicts of
interest. For example purposes only, we note that your Manager is owned by your Co-Presidents and Directors. We also note that
the property management company that you will engage, Shockoe Properties, LLC, is owned in part by Mr. Elliott. Please also revise
to clarify whether all of the four initial properties are owned by affiliates. If true, please identify the affiliates and please
explain whether you have engaged the sellers of these properties for potential purchase.

    Stacie Gorman, Esq.

Kristina Aberg, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

February 17, 2016

Page 4 of 8

Response: In
response to the Staff’s comment, please see the Company’s revised disclosure on page 4 of Amendment No. 1.

 5. Comment: We note your disclosure on page 8 indicating
that you will own one Investment upon raising the minimum amount. You also state that you expect to own three additional properties
if you raise sufficient additional funds. Please revise to discuss the status of any purchase negotiations relating to these properties.
To the extent applicable, please provide the financial information required by Rule 3-14 of Regulation S-X for these properties
or advise why you are not required to do so. In addition, please reconcile the above-referenced disclosure with your statement
on page 35 that there is no reasonable probability that you will acquire a specific property.

Response: As
stated on page 3 of Amendment No. 1, the Company has entered into preliminary negotiations with the owners of the Franklin Square
Property and the Hampton Inn Property, who are affiliates of the Company and are controlled by the Manager. We have not entered
into preliminary negotiations with the owners of the Arrowridge or Warsaw Properties at this time. We have not yet determined a
purchase price for any of our proposed acquisitions, and do not anticipate entering into any definitive agreements for our initial
acquisitions until we have greater certainty regarding the fund-raising in this offering.

Because this is a “best
efforts” offering, we cannot anticipate whether we will raise sufficient funds to meet our minimum offering contingency and
acquire our initial acquisition target, the Franklin Square Property. Therefore, we are unable to determine that any of our initial
acquisitions are reasonably probable. However, we anticipate that if we are able to raise the minimum offering amount, then we
will be able to acquire the Franklin Square Property. As a result, we have provided the financial information require by Rule 8-06
of Regulation S-X for the Franklin Square Property in accordance with Part F/S of Form 1-A. We have not provided the financial
information required by Part F/S of Form 1-A and Rule 8-06 of Regulation S-X for our additional properties because we cannot state
that they are reasonably probable of occurrence as they will be contingent upon raising amounts greater than our minimum offering
amount, and they will be subject to determining a purchase price. While we believe we will be able to establish a purchase price
for the Franklin Square Property prior to the qualification of our Offering Statement, we do not believe we will be able to establish
a purchase price for the additional three initial acquisitions because any such purchase price will be subject to changes in market
conditions that may occur as we raise amounts greater than our minimum offering.

 6 Comment: We note that the Summary and Competitive Strengths sections
include prior performance information for your Manager and its affiliates. In particular, we note your disclosure that Medalist
Fund II, LLC intends to make a required 7.5% annualized cash distribution for the fourth quarter of 2015 out of operating cash
flow. We note that this distribution has not yet been paid and we further note that you have not included Medalist Fund II, LLC
in your Prior Performance Tables. As such, please revise to remove this statement or advise us as to why it is appropriate. In
addition, please expand the disclosure to provide a more complete and balanced discussion of the prior activities. In order to
balance the discussion, please provide, as appropriate, a discussion of any major adverse business developments or conditions with
respect to such prior investing activities. Highlight the extent to which the other Medalist Funds were not subject to up-front
commissions, fees and expenses associated with this offering. Please also clarify, if true, that the Medalist Fund I incurred no
property management fees, while you will pay between 3.5% - 4% in property management fees.

    Stacie Gorman, Esq.

Kristina Aberg, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

February 17, 2016

Page 5 of 8

Response: In
response to the Staff’s comment, please see the Company’s disclosure on page 3 of Amendment No. 1.

Tier 2 Offering Under Regulation
A, page 7

 7. Comment: We note your statement that, after qualification, you intend
to apply for the qualified securities to be eligible for quotation on an exchange such as the OTCBB. It is unclear how your securities
will be eligible for quotation since you will not file periodic reports pursuant to Section 13 or 15(d) of the Exchange Act. Please
advise or remove this language.

Response: In
response to the Staff’s comment the Company has revised its disclosure on page 7 of Amendment No. 1 to indicate that it intends
to apply for quotation on either the OTCQX or OTCQB. OTC Markets Group, which operates the OTCQX and OTCQB quotation systems, permits
quotation of the securities of issuers who report pursuant to Tier II of Regulation A.

Management’s Discussion
and Anal ysis of Fin anc ial Condition and Results of Op erations, page 35

 8. Comment: Please revise to provide an expanded discussion of your
cash requirements for the next twelve months to continue operations. Disclose your specific plan of operation, including detailed
milestones, anticipated time frame for beginning and completing each milestone, and the categories of expenditures. Please also
state whether the minimum offering proceeds will satisfy the company’s cash requirements or whether it will be necessary
to raise additional funds in the next six months to implement your plan of operations.

Please refer to Item
9(c) of Form 1-A.

    Stacie Gorman, Esq.

Kristina Aberg, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

February 17, 2016

Page 6 of 8

Response:
In response to the Staff’s comment, please see the Company’s revised disclosure on page 35 of Amendment No. 1.

Our
Business, page 37

 9 Comment: We note that your objective is to acquire, reposition, renovate,
lease and manage income- producing properties. Please clarify whether the properties in your initial portfolio require repositioning
or renovation.

Response: In
response to the Staff’s comment, please see the Company’s revised disclosure on page 37 of Amendment No. 1. indicating
that the Company intends immediate renovations on only the Hampton Inn Property.

Our Executive Officers
and Directors, page 42

 10. Comment: In your description of the business experience of Thomas
Messier and William Elliott, please revise to include disclosure regarding each person’s principal occupations and employment
during the past five years. For example purposes only, please revise to disclose Mr. Elliott’s involvement in Shockoe Properties,
LLC, an entity that you indicate will receive a property management fee. In addition, to the extent your officers or directors
hold positions with Medalist Fund I, LLC and Medalist Fund II, LLC, please revise to disclose. Please also revise to discuss whether
any corporation or other organization in which occupations and employment were carried on is a parent, subsidiary or other affiliate
of the registrant. In addition, please revise to indicate any other directorships held, including directorships held during the
past five years. Please refer to Item 10(c) of Form 1-A.

Response: In
response to the Staff’s comment, please see the Company’s revised biographical information on Messrs. Messier and Elliott
on pages 42-43 of Amendment No. 1.

Management
Agreement, page 45

 11. Comment: We note your disclosure that your Management Agreement will have an initial term
through December 31, 2016 and then will automatically renew. Please revise to expand your discussion regarding the Management Agreement
to include disclosure such as how it may be terminated and any costs that may be associated with this

Response: In
response to the Staff’s comment, please see the Company’s revised disclosure regarding its Management Agreement on
pages 45-46 of Amendment No. 1.

Policies
with Respect to Certain Activities, page 46

Our
Investment Policies, page 46

    Stacie Gorman, Esq.

Kristina Aberg, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

February 17, 2016

Page 7 of 8

 12 Comment: We note your disclosure on page 12 that your board of

Mail Stop 3233
October 30, 2015

Via E -mail
Thomas E. Messier
Co-President and Director
Medalist Diversified REIT, Inc.
11 S. 12th Street, Suite 401
Richmond, Virginia  23219

Re: Medalist Diversified REIT, Inc.
Offering Statement  on Form 1-A
Filed October  5, 2015
  File No. 024 -10487

Dear Mr. Messier :

We have reviewed your offering 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 offering stateme nt 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 offering statem ent and the information you
provide in response to these comments, we may have additional comments.

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 informatio n Regulation A under the
Securities Act requires.  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
disclosure they have made.

Part II – Offer ing Circular

General

1. We note that you have included disclosure indicating that you may invest in real estate -
related investments, including common and preferred shares of real estate companies.
We further note that you intend to operate your business in  a manner that will permit you
to maintain an exemption from registration under the 1940 Act.   Please provide us with a
detailed analysis of the exemption that you and your subsidiaries intend to rely on and
how you and your investment strategy will suppo rt this exemption.

Thomas E. Messier
Medalist Diversified REIT, Inc.
October 30, 2015

2. Please revise to provide the information required by Item 13 of Form 1 -A, or advise.

Cover Page of Offering Circular

3. We note that your disclosure on the cover page indicates that you intend to acquire two
additional properties from af filiates if you are successful in raising additional offering
proceeds.  Please revise to reconcile with your disclosure throughout the document which
states that you intend to purchase three additional properties from affiliates.

Summary, page 1

4. Please revise to highlight the most significant risks relating to your opera tions and this
offering.  In this  effort, please revise your Summary Risk Factors section and your
Conflicts of Interest section to provide more specific detail regarding conflicts of int erest.
For example purposes only, we note that your Manager is owned by your Co -Presidents
and Directors.  We also note that the property management company that you will
engage, Shockoe Properties, LLC, is owned in part by Mr. Elliott.  Please also revis e to
clarify whether all of the four initial properties are owned by affiliates.  If true, please
identify the affiliates and please explain whether you have engaged the sellers of these
properties for potential purchase.

5. We note your disclosure on page 8  indicating that you will own one Investment upon
raising the minimum amount.  You also state that you expect to own three additional
properties if you raise sufficient additional funds.  Please revise to discuss the status of
any purchase negotiations rel ating to these  properties.  To the extent applicable, please
provide the financial information required by Rule 3 -14 of Regulation S -X for these
properties or advise why you are not required to do so.  In addition, please reconcile the
above -referenced dis closure with your statement on page 35 that there is no reasonable
probability that you will acquire a specific property.

6. We note that the Summary and Competitive Strengths sections include prior performance
information for your Manager and its affiliates .  In particular, we note your disclosure
that Medalist Fund II, LLC intends to make a required 7.5% annualized cash distribution
for the fourth quarter of 2015 out of operating cash flow.  We note that this distribution
has not yet been paid and we furthe r note that you have not included Medalist Fund II,
LLC in your Prior Performance Tables.  As such, please revise to remove this statement
or advise us as to why it is appropriate.  In addition, please expand the disclosure to
provide a more complete and b alanced discussion of the prior activities.  In order to
balance the discussion, please provide, as appropriate, a discussion of any major adverse
business developments or conditions with respect to such prior investing activities.
Highlight the extent to  which the other Medalist Funds were not subject to up -front
commissions, fees and expenses associated with this offering.  Please also clarify, if true,
that the Medalist Fund I incurred no property management fees, while you will pay
between 3.5% - 4% in  property management fees.

Thomas E. Messier
Medalist Diversified REIT, Inc.
October 30, 2015
 Tier 2 Offering Under Regulation A, page 7

7. We note your statement that, after qualification, you intend to apply for the qualified
securities to be eligible for quotation on an exchange such as the OTCBB.  It is unclear
how you r securities will be eligible for qu otation since you will not file periodic reports
pursuant to Section 13 or 15(d) of the Exchange Act.  Please advise or remove this
language.

Management’s Discussion and Analysis of Financial Condition and Results of Op erations, page
35

8. Please revise to provide an expanded discussion of your cash requirements for the next
twelve months to continue operations.  Disclose your specific plan of operation, including
detailed milestones, anticipated time frame for beginning a nd completing each milestone,
and the categories of expenditures.  Please also state whether the minimum offering
proceeds will satisfy the company’s cash requirements or whether it will be necessary to
raise additional funds in the next six months to impl ement your plan of operations.
Please refer to Item 9(c) of Form 1 -A.

Our Business, page 37

9. We note that your objective is to acquire, reposition, renovate, lease and manage income -
producing properties.   Please clarify whether the properties in your ini tial portfolio
require repositioning or renovation.

Our Executive Officers and Directors, page 42

10. In your description of the business experience of Thomas Messier and William Elliott,
please revise to include disclosure regarding each person’s principal occupations and
employment during the past five years.  For example purposes only, please revise to
disclose Mr. Elliott’s involvement in Shockoe Properties, LLC, an entity that you indicate
will receive a property management fee.  In addition, to the exte nt your officers or
directors hold positions with Medalist Fund I, LLC and Medalist Fund II, LLC, please
revise to disclose.  Please also revise to discuss whether any corporation or other
organization in which occupations and employment were carried on is  a parent,
subsidiary or other affiliate of the registrant.  In addition, please revise to indicate any
other directorships held, including directorships held during the past five years.  Please
refer to Item 10(c) of Form 1 -A.

Management Agreement, page 45

11. We note your disclosure that your Management Agreement will have an initial term
through December 31, 2016 and then will automatically renew.  Please revise to expand
your discussion regarding the Management Agreement to include disclosure such as how
it may be terminated and any costs that may be associated with this.

Thomas E. Messier
Medalist Diversified REIT, Inc.
October 30, 2015
 Policies with Respect to Certain Activities, page 46

Our Investment Policies, page 46

12. We note your disclosure on page 12 that your board of directors has approved very broad
investment guidelines for your Manager and that your board will only review proposed
investments in limited circumstances set forth in your investment policies.  Please  revise
your disclosure in this section to elaborate.

13. Please revise your disclosure under this heading to provide the information required by
Item 25 of Form S -11.  Refer to Form 1 -A, Part II, paragraph (a)(1)(ii).

Material Federal Income Tax Considera tions, page 69

14. You reference tax counsel and a tax opinion on page 70.  Please revise to identify your
tax counsel and file a consent pursuant to Item 17 of Form 1 -A.

Plan of Distribution, page 90

15. You state that funds deposited in the escrow account are  “owned by the company.”
Please revise to clarify if the escrow account will be held for the benefit of investors until
the minimum offering amount is raised, consistent with Exchange Act Rule 15c2 -4.

Appendix A. Prior Performance Tables, page A -1

16. Please note that the prior performance tables should be preceded by a narrative
introduction that cross -references the narrative summary in the texts and that explains
where additional information can be obtained on request.  We note your disclosure on
page A -1 that the information “should be read together with the summary information
included in the “Prior Performance” section of this offering circular, which includes a
description of the Prior Program.”  As we are unable to locate a narrative “Prior
Performa nce” section in the offering circular, please revise to include this disclosure or
advise.  We may have further comments.

17. We note your disclosure throughout Appendix A that you have provided information for
programs sponsored by the registrant or an affil iate that have closed within the most
recent three or five year period, as applicable, ended December 31, 2014.  To the extent
your sponsor does not have a “public track record” and has not sponsored at least five
programs with investment objectives simila r to the registrant, please revise your
disclosure in your prior performance tables to provide information for each prior
program, public or nonpublic, even if the investment objectives for those programs are
not similar to those of the registrant.  Please  refer to the Instructions to Tables I, II, III, IV
and V of Appendix II.  In light of this, please revise provide the information requested by
Tables IV and V of Appendix II or advise.

Thomas E. Messier
Medalist Diversified REIT, Inc.
October 30, 2015
 18. Please refer to Instructions to Tables I and III to Appendix II and revise these Tables to
disclose all of the requested information.  For example purposes only, please revise your
Table I disclosure to include the categories and sub -categories of offering  expenses,
reserves, acquisition costs, total acquisition cost, percent leverage, date offering began,
and length of offering.

19. Refer to Table III.  You disclose that cash flow used in operating activities totaled
$4,172,000 during fiscal 2014.  You also state that cash flow provided by  operating
activities funded distributions of $614,000 in fiscal 2014.  These items do not appear to
reconcile.  Please revise or explain how these line items are consistent.

We will consider qualifying your offering statem ent at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

In the event you ask u s to qualify your offering statement, please provide  a written
statement from the company acknowledging that:

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

 the company ma y not assert staff comments and/or qualification as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

You may contact William Demarest, Staff Accountant,  at 202-551-3432 or Jaime John,
Accounting Branch Chief,  at 202-551-3446 if you have questions regarding comments on the
financial statements and related matters.  Please contact Sandra B. Hunter, Staff Attorney,  at
202-551-3758 or me at 202-551-3215 with any other questions.

Sincerely,

 /s/ Kim McManus

Kim McManus
Senior Attorney
Office of Real Estate and
Commodities
cc: Thomas G. Voekler, Esq.