SecProbe.io

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 Document SACHEM CAPITAL CORP. 568 East Main Street Branford, CT 06405 May 28, 2025 FILED VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Washington, DC 20549 Attn:     Ms. Pearlyne Paulemon Re:    Sachem Capital Corp. (the “Company”) Registration Statement on Form S-3, SEC File No. 333-287346 Filed May 16, 2025 (the “Registration Statement”) Dear Ms. Paulemon: In connection with the proposed public offering of Company securities under the above referenced Registration Statement, the Company hereby requests, pursuant to Rule 461(a) under the Rules and Regulations promulgated under the Securities Act of 1933, as amended, that the Registration Statement become effective at 5:00 p.m. Eastern Daylight Time, on Friday, May 30, 2025, or as soon thereafter as practicable. With respect to this request the Company acknowledges that: • Should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; • The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; 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. Very truly yours, SACHEM CAPITAL CORP. By: /s/ John L. Villano John L. Villano, CPA Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 21, 2025

John L. Villano
Chief Executive Officer
Sachem Capital Corp.
568 East Main Street
Branford, CT 06405

 Re: Sachem Capital Corp.
 Registration Statement on Form S-3
 Filed May 16, 2025
 File No. 333-287346
Dear John L. Villano:

 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: Joel J. Goldschmidt, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
February 24, 2022
John L. Villano
Chief Executive Officer
Sachem Capital Corp.
698 Main Street
Branford, CT 06405
Re:Sachem Capital Corp.
Registration Statement on Form S-3
Filed February 18, 2022
File No. 333-262859
Dear Mr. Villano:
            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 Victor Rivera Melendez at 202-551-4182 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Joel J. Goldschmidt, Esq.

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SACHEM CAPITAL CORP.

698 Main Street

Branford, CT 06405

February 24, 2022

FILED VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, DC 20549

Attn:       Mr. Victor
Rivera Melendez

Re:          Sachem
Capital Corp. (the “Company”)

Registration
Statement on Form S-3, SEC File No. 333-262859

(the “Registration
Statement”)

Dear Mr. Melendez:

In connection with the proposed
public offering of Company securities under the above referenced Registration Statement, the Company hereby requests, pursuant to Rule 461(a) under
the Rules and Regulations promulgated under the Securities Act of 1933, as amended, that the Registration Statement become effective
at 5:00 p.m. Eastern Standard Time, on Friday, February 25, 2022, or as soon thereafter as practicable.

With respect to this request
the Company acknowledges that:

 ● Should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 ● The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration
Statement effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; 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.

  Very truly yours,

  SACHEM CAPITAL CORP.

  By:
  /s/ JOHN L. VILLANO

      John L. Villano, CPA

      Chief Executive Officer

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SACHEM CAPITAL CORP.

698 Main Street

Branford, CT 06405

June 16, 2021

FILED VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, DC 20549

Attn: 	Austin Appleby

    Re:
    Sachem Capital Corp. (the “Company”)

    Registration Statement on Form S-3, SEC File No. 333-256940

    (the “Registration Statement”)

Dear Mr. Appleby:

In connection with the proposed
public offering of Company securities under the above referenced Registration Statement, the Company hereby requests, pursuant to Rule
461(a) under the Rules and Regulations promulgated under the Securities Act of 1933, as amended, that the Registration Statement become
effective at 2:00 p.m. Eastern Daylight Saving Time, on Friday, June 18, 2020, or as soon as practicable thereafter.

With respect to this request
the Company acknowledges that:

 • Should
the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose
the Commission from taking any action with respect to the Registration Statement;

 • The
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; 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.

    Very truly yours,

    SACHEM CAPITAL CORP.

    By:
    JOHN L. VILLANO

    John L. Villano, CPA

    Chief Executive Officer

United States securities and exchange commission logo
June 16, 2021
John L. Villano, CPA
Chief Executive Officer
Sachem Capital Corp.
698 Main Street
Branford, Connecticut 06405
Re:Sachem Capital Corp.
Registration Statement on Form S-3
Filed June 9, 2021
File No. 333-256940
Dear Mr. Villano:
            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 Austin Appleby at 202-551-2374 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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SACHEM CAPITAL CORP.

698 Main Street

Branford, CT 06405

February 3, 2020

FILED VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, DC 20549

 Attn: Mr. Ronald Alper

 Re: Sachem Capital Corp. (the “Company”)

Registration
Statement on Form S-3, SEC File No. 333-236097

(the
 “Registration Statement”)

Dear Mr. Alper:

In connection with
the proposed public offering of Company securities under the above referenced Registration Statement, the Company hereby requests,
pursuant to Rule 461(a) under the Rules and Regulations promulgated under the Securities Act of 1933, as amended, that the Registration
Statement become effective at 4:00 p.m. Eastern Standard Time, on Wednesday, February 5, 2020, or as soon thereafter as practicable.

With respect to this
request the Company acknowledges that:

 · Should the Commission or the staff, acting
pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking
any action with respect to the Registration Statement;

 · The action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Company from its
full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; 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.

    Very truly yours,

    SACHEM CAPITAL CORP.

    By:
    /s/
    JOHN L. VILLANO

    John L. Villano, CPA

    Chief Executive Officer

February 3, 2020
John L. Villano, CPA
Chief Executive Officer
Sachem Capital Corp.
698 Main Street
Branford, Connecticut 06405
Re:Sachem Capital Corp.
Registration Statement on Form S-3
Filed January 27, 2020
File No. 333-236097
Dear Mr. Villano:
            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:       Joel J. Goldschmidt, Esq.

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SACHEM CAPITAL CORP.

23 Laurel Street

Branford, CT 06405

November 8, 2018

FILED VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

 Attn: Sara von Althann, Esq.

 Re: Sachem Capital Corp. (the “Company”)

Registration
Statement on Form S-3, SEC File No. 333-227906

(the
 “Registration Statement”)

Dear Ms. Von Althann:

In connection with
the proposed public offering by the Company of its common shares under the above referenced Registration Statement, the Company
hereby requests, pursuant to Rule 461(a) under the Rules and Regulations promulgated under the Securities Act of 1933, as amended,
that the Registration Statement become effective at 2:00 p.m. Eastern Standard Time, on Friday, November 9, 2018, or as soon thereafter
as practicable.

With respect to this
request the Company acknowledges that:

 · Should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the Registration Statement;

 · The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; 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.

    Very truly yours,

    SACHEM CAPITAL CORP.

    By:
    /s/
    JOHN L. VILLANO, CPA

    John
    L. Villano, CPA

    Co-Chief Executive Officer

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SACHEM CAPITAL CORP.

23 Laurel Street

Branford, Connecticut 06405

October 23, 2017

Filed via EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Rahul K. Patel, Staff Attorney

Re:  Sachem Capital Corp. (the “Registrant”)
Registration Statement
on Form S-11
File No. 333-218954
(the “Registration Statement”)

Dear Mr. Patel:

In connection with the
proposed public offering by the Registrant of its common shares under the above referenced Registration Statement, the Company
hereby requests, pursuant to Rule 461(a) under the Rules and Regulations promulgated under the Securities Act of 1933, as amended,
that the Registration Statement become effective at 5:00 PM Eastern Time, on Tuesday, October 24, 2017, or as soon thereafter as
practicable.

With respect to this request
the Company acknowledges that:

•  Should the Commission or the staff, acting pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

•  The action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the Registration Statement effective does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; 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.

Very truly yours,

Sachem Capital Corp.

	By: /s/ John L. Villano

 John L. Villano,

 Co-Chief Executive Officer

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October 23, 2017

VIA EDGAR

Division of Corporation Finance

SECURITIES AND EXCHANGE COMMISSION

100 F Street, N.E.

Washington, DC 20549

Attention: Rahul K. Patel, Staff Attorney

Re:  Sachem Capital Corp.
Registration Statement on Form S-11;
(SEC File No. 333-218954)

Dear Mr. Patel:

Acting as representatives
to the several underwriters, we hereby join in the request of Sachem Capital Corp. that the effective date of the above-captioned
Registration Statement be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on October 24, 2017, or as soon
thereafter as practicable.

Pursuant to Rule 460 of
the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we, acting
on behalf of the several underwriters, wish to advise you that, between October 19, 2017 and October 23, 2017, we distributed to
each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as
many copies, as well as “E-red” copies of the Preliminary Prospectus dated October 19, 2017 as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

We confirm that we are
aware of our obligations under the Securities Act of 1933, as amended, and that we have and will comply with Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended, with respect to the distribution of the Prospectus. We have been informed by the
other underwriters participating in the distribution of this offering that such persons have and will comply with Rule 15c2-8 with
respect to the distribution of the Prospectus.

Very Truly Yours,

     By: FBR
     CAPITAL MARKETS & CO.

     By: JOSEPH
     GUNNAR & CO., LLC

     By:
     /s/ Patrice McNicoll

     By:
     /s/  Eric Lord

     Name:
     Patrice McNicoll

     Name:
     Eric Lord

     Title:
     Co Head of Capital Markets

     Title:
     Head of Investment Banking/Underwritings Global Equity Capital Markets

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JOSEPH
GUNNAR & CO., LLC

30 Broad Street, 11th Floor

New York, New York 10004

July 21, 2017

VIA EDGAR

Division of Corporation Finance

SECURITIES AND EXCHANGE COMMISSION

100 F Street, N.E.

Washington, DC 20549

Attention: Rahul K. Patel, Staff Attorney

    Re:
    Sachem Capital Corp.

    Registration Statement on Form S-11;

    (SEC File No. 333-218954)

Dear Mr. Patel:

Acting as representative
to the several underwriters, we hereby join in the request of Sachem Capital Corp. that the effective date of the above-captioned
Registration Statement be accelerated so that it will become effective at 5:15 p.m., Eastern Time, on July 25, 2017, or as soon
thereafter as practicable.

Pursuant to Rule 460 of
the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we, acting
on behalf of the several underwriters, wish to advise you that, between July 10, 2017 and July 21, 2017, we distributed to each
underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many
copies, as well as “E-red” copies of the Preliminary Prospectus dated July 10, 2017 as appears to be reasonable to
secure adequate distribution of the preliminary prospectus.

We confirm that we are
aware of our obligations under the Securities Act of 1933, as amended, and that we have and will comply with Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended, with respect to the distribution of the Prospectus. We have been informed by the
other underwriters participating in the distribution of this offering that such persons have and will comply with Rule 15c2-8 with
respect to the distribution of the Prospectus.

Very Truly Yours,

By: JOSEPH
GUNNAR & CO., LLC

By: /s/ Eric Lord

Name: Eric Lord

Title:	 Head of Investment Banking/Underwritings

Global Equity Capital Markets

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SACHEM CAPITAL CORP.

23 Laurel Street

Branford, Connecticut 06405

July 21, 2017

Filed via EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Rahul K. Patel, Staff Attorney

    Re:
    Sachem Capital Corp. (the “Registrant”)

    Registration Statement on Form S-11

    File No. 333-218954 (the “Registration Statement”)

Dear Mr. Patel:

In connection with the
proposed public offering by the Registrant of its common shares under the above referenced Registration Statement, the Company
hereby requests, pursuant to Rule 461(a) under the Rules and Regulations promulgated under the Securities Act of 1933, as amended,
that the Registration Statement become effective at 5:15 PM Eastern Time, on Tuesday, July 25, 2017, or as soon thereafter as practicable.

With respect to this request
the Company acknowledges that:

 · Should the Commission or the staff, acting
pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking
any action with respect to the Registration Statement;

 · The action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Company from its
full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; 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.

    Very truly yours,

    Sachem Capital Corp.

    By:
    /s/   Jeffey
    C. Villano

    Jeffrey
    C. Villano,

    Co-Chief Executive Officer

Mail Stop 3233
June 28, 2017

Via E -mail
John L. Villano, CPA
Co-Chief Executive Officer
Sachem Capital Corp.
23 Laurel Street
Branford, CT 06405

Re: Sachem Capital Corp.
  Registration Statement on Form S-11
Filed  June 23, 2017
  File No.  333-218954

Dear Mr. Villano :

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,

 /s/ Coy Garrison

 Coy Garrison
 Special Counsel
Office of Real Estate and
Commodities

cc: Joel J. Goldschmidt, Esq.
 Morse, Zelnick, Rose & Lander, LLP

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SACHEM CAPITAL CORP.

23 Laurel Street

Branford, Connecticut 06405

February 8, 2017

Filed via EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Jennifer Gowetski, Senior Counsel

Office of Real Estate and Commodities

Mail Stop 3233

    Re:

        Sachem Capital Corp. (the “Registrant”)

        Registration Statement on Form S-11 	Filed
        October 28, 2016

        File No. 333-214323 (the
        “Registration Statement”)

Dear Ms. Gowetski:

In connection with
the proposed public offering by the Registrant of its common shares under the above referenced Registration Statement, the Company
hereby requests, pursuant to Rule 461(a) under the Rules and Regulations promulgated under the Securities Act of 1933, as amended,
that the Registration Statement become effective at 5:00 PM Eastern Time, on Thursday, February 9, 2017, or as soon thereafter
as practicable.

With respect to this
request the Company acknowledges that:

Should the Commission or the staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect
to the Registration Statement;

The action of the Commission or the staff, acting pursuant
to delegated authority, in declaring the Registration Statement effective does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the Registration Statement; 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.

        Very truly yours,

        Sachem Capital Corp.

    By:

        /s/ JEFFREY C. VILLANO

        Jeffrey C. Villano,

        Co-Chief Executive Officer

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JOSEPH
GUNNAR & CO., LLC

30 Broad Street, 11th Floor

New York, New York 10004

February 8, 2017

VIA EDGAR

Division of Corporation Finance

SECURITIES AND EXCHANGE COMMISSION

100 F Street, N.E.

Washington, DC 20549

Attention: Jennifer Gowetski, Senior Counsel

Re:	    Sachem Capital Corp.

Registration Statement on Form
S-11;

(SEC File No. 333-214323)

Dear Ms. Gowetski:

Acting as representative
to the several underwriters, we hereby join in the request of Sachem Capital Corp. that the effective date of the above-captioned
Registration Statement be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on February 9, 2017, or as soon
thereafter as practicable.

Pursuant to Rule 460
of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we,
acting on behalf of the several underwriters, wish to advise you that, between January 25, 2017 and February 8, 2017, we distributed
to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security,
as many copies, as well as “E-red” copies of the Preliminary Prospectuses dated January 25, 2017 and February 8, 2017
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We confirm that we
are aware of our obligations under the Securities Act of 1933, as amended, and that we have and will comply with Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended, with respect to the distribution of Prospectuses. We have been informed by the
other underwriters participating in the distribution of this offering that such persons have and will comply with Rule 15c2-8 with
respect to the distribution of Prospectuses.

Very Truly Yours,

By:   JOSEPH
GUNNAR & CO., LLC

By:  /s/ Eric Lord

Name:   Eric Lord

Title:   Head of Investment Banking/Underwritings

Global Equity Capital Markets

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Morse,
Zelnick, Rose & Lander

A LIMITED
LIABILITY PARTNERSHIP

825 THIRD
AVENUE

NEW YORK,
NEW YORK 10022-4405

212-838-1177

FAX –
212-208-3809

WRITER’S
DIRECT LINE

(212) 838-8269

February 7, 2017

Filed via EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Jennifer Gowetski, Senior Counsel

Office of Real Estate and Commodities

Mail Stop 3233

    Re:

        Sachem Capital Corp. (the “Registrant”)

        Registration Statement on Form S-11 	Filed October 28,
        2016

        File No. 333-214323 (the “Registration Statement”)

Dear Ms. Gowetski:

We have reviewed the Staff’s comments
to the above-referenced Registration Statement as set forth in your letter, dated February 3, 2017. Based on your comment set forth
in such letter and a telephone conference with Shannon Sobotka today, the Registrant has deleted all references in the prospectus
relating to its quantification of the estimated dividend for 2017. Amendment No. 4 also includes the additional information referenced
in Comment No. 3 in your letter, dated January 27, 2017. The Registrant is concurrently filing Amendment No. 4 to the Registration
Statement and refiling the Free Writing Prospectus, dated January 25, 2017, to reflect these changes. The preliminary prospectus
included in Amendment No. 4 and the Free Writing Prospectus, dated February 8, 2017, replace the preliminary prospectus and the
Free Writing Prospectus, each dated January 25, 2017.

We have been advised by the representative
of the underwriters that it plans to price the offering the evening of Thursday, February 9, 2017. We would be very appreciative
if you can complete your review in order to accommodate this schedule.

        Sincerely,

        /s/ Joel J. Goldschmidt

        Joel J. Goldschmidt

Mail Stop 3233
February 3 , 2017

Via E -mail
John L. Villano
Chairman, Co -Chief Executive Officer and Chief Financial Officer
Sachem Capital Corp.
23 Laurel Street
Brandford, CT  06405

Re: Sachem Capital Corp.
Amendment No. 3 to Registration Statement on Form S -11
Filed January 25, 2017
  File No. 333 -214323

Dear Mr. Villano :

We have reviewed your amended registration statement  and have the following comment.
Please respond to this letter by amending your registration statement and providing the requested
information .  If you do not believe our comment applies  to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in y our response.

After reviewing any amendment to your registration 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  January 27, 2017 letter .

Dividend and Distribution Policy, page 48

1. We note your response to our prior comments 1 and 2. To the extent you wish to continue
to disclose an estimated dividend, please revise your filing to include the required
disclosures o utlined in Item 10(b)(2) of Regulation S -K pertaining to projections and
forecasts. Your revised disclosure should also be presented in accordance with the
AICPA’s Guide, Prospective Financial Information. We may have further comment.

John L. Villano
Sachem Capital Corp.
February 3 , 2017
Page 2

 You may contact Becky Chow, Staff Accountant  at 202-551-6524 or Shannon Sobotka,
Staff Accountant  at 202-551-3856 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 202-551-3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
Office of Real Estate and
Commodities

cc: Joel J. Goldschmidt
 Morse, Zelnick, Rose, & Lander, LLP
 Via E -mail

Mail Stop 3233
January 2 7, 2017

Via E -mail
John L. Villano
Chairman, Co -Chief Executive Officer and Chief Financial Officer
Sachem Capital Corp.
23 Laurel Street
Brandford, CT  06405

Re: Sachem Capital Corp.
Amendment No. 2  to Form S -11
Filed January 19, 2017
Amendment No. 3 to Form S -11
Filed January 25, 2017
  File No. 333 -214323

Dear Mr. Villano :

We have reviewed your amended 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 informati on.  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
provid e in response to these  comments, we may have additional comments.

Dividends and Distribution Policy, page 48

1. Please tell us how your historical statements of operations and cash flow data and your
unaudited statements of operations provide investors a reasonable basis to evaluate your
ability to cover the estimated dividend.  We may have further comment.

2. Notwithstanding the above, please tell us how you considered the significant impact of
interest rates and prepayments and their unpredictability in your dividend estimation.

John L. Villano
Sachem Capital Corp.
January 2 7, 2017
Page 2

 Pro Forma Balance Sheet, page F -18

3. As it appears your offering is a firm commitment from your underwriters, please revise to
include a pro forma adjustment for this offering.

You may contact Becky Chow, Staff Accountant  at 202-551-6524 or Shannon Sobotka,
Staff Accountant  at 202-551-3856 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 202-551-3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
Office of Real Estate and
Commodities

cc: Joel J. Goldschmidt
 Morse, Zelnick, Rose, & Lander, LLP
 Via E -mail

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Morse,
Zelnick, Rose & Lander

A LIMITED
LIABILITY PARTNERSHIP

825 THIRD
AVENUE

NEW YORK,
NEW YORK 10022-4405

212-838-1177

FAX –
212-208-3809

WRITER’S
DIRECT LINE

(212) 838-8269

January 31, 2017

Filed via EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Jennifer Gowetski, Senior Counsel

Office of Real Estate and Commodities

Mail Stop 3233

 Re: Sachem Capital Corp. (the “Registrant”)

Registration
Statement on Form S-11 	Filed October 28, 2016

File
No. 333-214323 (the “Registration Statement”)

Dear Ms. Gowetski:

We have reviewed the Staff’s comments
to the above-referenced Registration Statement as set forth in your letter, dated January 27, 2017. On behalf of the Registrant
we are providing the following responses to those comments below. For your convenience, we have copied your comments, which appear
in bold. Based on my discussion with Shannon Sobotka, we are not filing an amendment together with this response letter. Once the
Staff has had the opportunity to review our responses to the comments and advises us as to the next steps (i.e., whether or not
we need to amend our disclosure), we will file an amendment to the Registration Statement, which will include any additional required
disclosure relating to the dividend issue as well as the additional disclosure required in response to Comment No. 3.

Dividends and Distribution Policy, page 48

 1. Please tell us how your historical statements of operations and cash flow data and your unaudited statements of operations
provide investors a reasonable basis to evaluate your ability to cover the estimated dividend. We may have further comment.

The Registrant’s
intended annual distribution rate was established based on its rate of distributions for the nine months ended September 30, 2016
and its estimate of cash available for distribution for the period beginning on the date of this prospectus and ending December
31, 2017, which was calculated based on adjustments to its pro forma net income for the 12 months ended September 30, 2016.

In terms of historical
distributions, for the nine months ended September 30, 2016, SCP (the Registrant’s predecessor) made aggregate distributions
of approximately $3.5 million or 13.1% of members’ equity as of that date. Additional distributions were made in the fourth
quarter of 2016 without any material change in members’ equity.

As set forth in
the table below, based on the Registrant’s pro forma net income and pro forma net cash flow from operations for the 12 months
ended September 30, 2016, the Registrant’s pro forma net income per share and cash available for distributions was $0.36
and $0.38 per share, respectively, representing a yield of 7.2% and 7.67%, respectively.

United States Securities and Exchange Commission

Attn: Jennifer Gowetski, Senior Counsel

Mail Stop 3233

January 31, 2017

Page 2

    Pro Forma Net Income and Cash Flow from Operating Activities for the 12 Months ended September 30, 2016

    Net income for the year ended December 31, 2015 (actual)
    $ 2,306,903

    Less: Net income for the nine months ended September 30, 2015 (actual)
      1,644,440

    Net income for the three months ended December 31, 2015 (actual)
      662,443

    Net income for the nine months ended September 30, 2016 (actual)
      2,227,048

    Pro forma adjustments (1)
      157,694

    Pro forma net income for the 12 months ended September 30, 2016
    $ 3,047,185

    Pro forma common shares outstanding
      8,533,237

    Pro forma earnings per share
    $ 0.36

    Yield
      7.20 %

    Adjustment for net cash provided by operating activities (2)
    $ 226,303

    Pro forma net cash flow from operating activities for 12 months ended 9/30/16
    $ 3,273,488

    Pro forma common shares outstanding
      8,533,237

    Pro forma earnings per share
    $ 0.384

    Yield
      7.67 %

 (1) See the Registrant’s Pro Forma Financial Statements on pages F-18 through F-21 of the prospectus.

 (2) Calculated as follows: Total adjustments for year ended 12/31/15 less total adjustments for nine months ended 9/30/15 plus
total adjustments for nine months ended 9/30/16. See
Registrant’s Statement of Cash Flows on page F-6 of prospectus.

In addition, the
Registrant believes that it will be able to achieve its targeted dividend based on its estimates of cash flow for 2017.

    Cash flows from operating activities

    Estimated net income
    $ 4,655,000

    Estimated total adjustments (1)
      (265,400 )

    Net cash provided by operating activities
      4,389,600

    Net cash used in investing activities (2)
      (17,000,000 )

    Cash flows from financing activities

    Net proceeds from line of credit
      1,975,000

    Offering proceeds
      13,000,000

    Dividends
      (4,655,000 )

    Net cash provided by financing activities
      10,320,000

    Net decrease in cash
      (2,290,400 )

    Cash -- beginning of year
      2,900,000

    Cash – end of year
    $ 609,600

    Dividend
    $ 4,655,000

    Market Capitalization (3)
    $ 57,666,185

    Yield
    $ 0.081

 (1) Principal adjustments include (a) decrease in closing costs of $243,000 representing offering
costs payable prior to closing and (b) payment of amounts due to JJV ($530,000) prior to the closing of the offering.

 (2) Primarily disbursements on mortgages receivable.

 (3) 11,533,237 common shares outstanding at $5.00 per share.

United States Securities and Exchange Commission

Attn: Jennifer Gowetski, Senior Counsel

Mail Stop 3233

January 31, 2017

Page 3

In estimating
its net income cash available for distribution for 2017, the Registrant made the following assumptions:

 · The offering is consummated in mid-February 2017.

 · The gross proceeds of the offering are not less than $15 million and
the net proceeds are not less than $13 million.

 · Interest income is based on notes receivable plus accrued interest from the prior month.

 · Origination fees are based on origination fees earned net of deferrals earned for the nine -month period ended September 30,
2016. Deferred revenue has remained consistent from 2015 through nine months of 2016 at approximately $190,000.

 · Processing fees are based on data for the nine months ended September 30, 2016 plus a 1.125% growth rate in loan closings.
The processing fee is $475 per loan originated.

 · Initially net proceeds from the offering will be used to pay down the Bankwell Credit Facility. Subsequently, loans will be
funded with draws on the Bankwell Credit Facility. Excess cash is used to reduce the outstanding balance on the Bankwell Credit
Facility.

 · Loan losses are estimated based on actual closed sales.

 · Professional fees are estimated at $20,000 per month and include legal and accounting expenses.

 · JJV manager fees will expire at the end of January 2017. Officer salary will be $260,000 per annum for each co-CEO.

 · Mortgage growth (net of refinance or paid loans) is expected to be approximately $1,000,000 per month through July 2017. Loan
growth for the period August through December of 2017 is expected to be $1,500,000 per month based on increasing loan size and
marketing efforts now in place.

 · Principal repayments are based on data for nine months ended September 30, 2016 activity and will be reinvested in new loans
or used to reduce the outstanding balance on the Bankwell Credit Facility.

United States Securities and Exchange Commission

Attn: Jennifer Gowetski, Senior Counsel

Mail Stop 3233

January 31, 2017

Page 4

 · Late fees and other charges are based on data for nine months ended September 30, 2016 activity.

 · SCP has six rental units. Rental income is supported by tenant leases.

 · Dividends paid represent 100% of net income distributed to shareholders pursuant to REIT distribution guidelines.

 · Amounts due to manager reflect costs advanced in support of pool operations and offering expenses. This amount will also include
fees earned and not paid to the manager. Amounts due to manager will be paid prior to the IPO.

 · This analysis assumes rising interest rates during 2017 with the company matching rate increases on its borrowing costs with
rate increases on new loans. This projection further assumes the interest rate spread between the cost of funds and the weighted
average portfolio yield remains constant at 5.25% (currently 12% earning less borrowing cost of 6.75%).

The Registrant
is making these assumptions solely for the purpose of estimating cash available for distribution; it does not intend this estimate
to be a projection or forecast of its actual results of operations or liquidity. The estimate of cash available for distribution
should not be considered as an alternative to cash flow from operating activities (computed in accordance with GAAP) or as an indicator
of its liquidity or ability to pay dividends or make distributions. In addition, the methodology upon which we made the adjustments
described below is not necessarily intended to be a basis for calculating cash available for distribution.

Notwithstanding
the foregoing and the estimate set forth below, future distributions will be at the sole discretion of the Registrant’s board
of directors. When determining the amount of future distributions, the board of directors is expected to consider, among other
factors, (1) the amount of cash generated from operating activities, (2) management’s expectations as to future cash flows,
(3) management’s determination of near-term cash needs for debt repayments, existing or future share repurchases and selective
acquisitions of mortgages and/or properties, none of which are contemplated at this time (4) the timing of significant and unanticipated
activities and the establishment of additional cash reserves for losses or general corporate and working capital needs, (5) the
Registrant’s ability to continue to access additional sources of capital, (6) the amount required to be distributed to maintain
the Registrant’s status as a REIT and to reduce any income and excise taxes that the Registrant otherwise would be required
to pay, (7) any limitations on distributions contained in any credit or other agreement to which the Registrant is a party, including,
without limitation, the Bankwell Credit Facility, and (8) the sufficiency of legally-available assets.

 2. Notwithstanding the above, please tell us how you considered the significant impact of interest rates and prepayments and
their unpredictability in your dividend estimation.

As noted above, for purposes of its dividend estimation, the
Registrant assumed (i) that it will be able to match increases in its borrowing costs with increases in the interest rates it charges
its borrowers (see also pages 1, 41, 42, 51 and 55 of the prospectus), (ii) that the rate of prepayments on defaults in its loan
portfolio in 2017 will be consistent with its experience in 2016 and (iii) that it will be able to reinvest any principal repayments
in new loans and (iv) that it will be able to increase the size of its loan portfolio by $12.5 million in 2017.

United States Securities and Exchange Commission

Attn: Jennifer Gowetski, Senior Counsel

Mail Stop 3233

January 31, 2017

Page 5

Pro Forma Balance Sheet,
page F-18

 3. As it appears your offering is a firm commitment from your underwriters, please revise to include a pro forma adjustment
for this offering.

The pro forma balance sheet will be revised as per your comment
in our next amendment to the Registration Statement.

Sincerely,

/s/ Joel J. Goldschmidt

Joel J. Goldschmidt

CORRESP
1
filename1.htm

Morse,
Zelnick, Rose & Lander

A LIMITED LIABILITY PARTNERSHIP

825 THIRD AVENUE

NEW YORK, NEW YORK 10022-4405

212-838-1177

FAX – 212-208-3809

WRITER’S DIRECT LINE

(212) 838-8269

January 19, 2017

Filed via EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Jennifer Gowetski, Senior Counsel

Office of Real Estate and Commodities

Mail Stop 3233

 Re: Sachem Capital Corp. (the “Registrant”)

Registration Statement on Form S-11 Filed October 28, 2016

File No. 333-214323
(the “Registration Statement”)

Dear Ms. Gowetski:

We have reviewed the Staff’s comments to the above-referenced
Registration Statement as set forth in your letter, dated January 17, 2017. On behalf of the Registrant we are providing the following
responses to those comments below. For your convenience, we have copied your comments, which appear in bold. Please note that the
Registrant is simultaneously filing Amendment No. 1 to the Registration Statement and all page references in this letter are to
the prospectus included in Amendment No. 1 to the Registration Statement.

General

 1. We note your response to comment 2 of our prior letter. We further note your disclosure on page
6 that 1,085,000 of your common shares were issued to each of Jeffrey Villano and John Villano and 6,283,237 of your common shares
will be issued to SCP and then distributed by SCP to its members. Please provide the disclosure required by Item 506 of Regulation
S-K. In addition, please clarify the number of SCP members that will receive common shares and briefly describe for us the exemption
on which you intend to rely to issue these common shares.

Regarding your reference to Item 506
of Regulation S-K, we note that, since the initial filing of the Registration Statement, the prospectus included therein included
a comprehensive Dilution section, that includes all the information required by Item 506 in both narrative and tabular format.
Until now, much of that information was left blank until we finalized various deal terms with the representative of the several
underwriters, including valuation, offering size and pricing. Those terms have now been incorporated into Amendment No. 2 and the
Dilution section has been completed.

Regarding the number of SCP members
that will receive common shares, that number is approximately 140. See page 82.

United States Securities and Exchange Commission

Attn: Jennifer Gowetski, Senior Counsel

Mail Stop 3233

January 19, 2017

Page 2

Regarding the exemption to be relied
upon by the issuer in connection with the distribution of the common shares to the members of SCP, the Registrant will rely upon
the exemption afforded by Section 4(a)(2) and the “safe harbor” provisions of Rule 506 of Regulation D promulgated
thereunder. In this respect, we note: (a) that the distributees will meet the investor qualification standards of Rule 506; (b)
each distributee will have been provided with appropriate disclosure, including a copy of the Registration Statement, to fulfill
the information requirements of Rule 506; (c) the distribution will not involve any general solicitation or advertising and will
be made solely to the existing members of SCP; (d) the common shares will be designated as “restricted” on the books
and records of the Registrant maintained by the transfer agent for the shares (and will also be subject to a six-month “lock-up”
agreement with the underwriter); and (e) the distribution will otherwise comply with all of the requirements of Rule 506.

We would also like to note that the
Exchange was the mechanism chosen to convert SCP into a New York corporation to facilitate the offering. The purpose was not to
dispose of or acquire assets. There is no difference in terms of the business operated by SCP and the business to be operated by
the Registrant. The assets and liabilities of each are the same. Management is the same. The common shares merely replace the membership
interests and do not change the beneficial ownership.

Summary, page 1

Our Company, page 1

 2. We note your disclosure here and throughout the document that beginning January 1, 2017, you
plan to increase the rates on new loans to offset the recent increase to your borrowing rate under your existing credit facility.
Please revise to update your disclosure to quantify the rates on new loans.

Initially, we note that we did include
the following disclosure in a number of locations throughout the prospectus included in Amendment No. 1: “However, beginning
January 1, 2017, we plan to increase the rates on new loans to offset the recent increase to our borrowing rate under [the
Bankwell Credit Line].” (Emphasis supplied.) The language was drafted to specifically take into account the statement by
the Federal Reserve Bank that it anticipates additional rate increases throughout 2017 and the rate on the Bankwell credit facility
adjusts in accordance with changes in the prime rate, we think the disclosure is more meaningful if it states that our rates will
adjust in response to increases in our borrowing rate. Nevertheless, in response to your comment, we have amplified the disclosure
to make the concept more apparent. See pages 1, 41, 51 and 55. In addition, we refer you to page 42 where there is similar disclosure.

Management’s Discussion and Analysis,
page 41

 3. We note your response to comment 3 of our prior letter and your response to comment 18 of our
letter dated September 8, 2016 that you are unable to quantify the number of loans for which there was an event of default. Please
revise your disclosure in this section, or elsewhere as applicable, to state that you are unable to quantify the number of loans
for which there was an event of default.

In response to your
comment, we have added additional disclosure on pages 16, 42 and 56.

United States Securities and Exchange Commission

Attn: Jennifer Gowetski, Senior Counsel

Mail Stop 3233

January 19, 2017

Page 3

 4. We note your response to comment 4 of our prior letter in which you indicate that you are unable
to disclose the percentage of all loans originated over the last six years that have been extended. We further note that your response
indicates that when an existing loan is extended, your loan tracking software assigns a new loan number to the loan, in effect
treating the old loan as having been repaid. Please revise your disclosure in this section, or elsewhere as applicable, to provide
this information and clarify the percentage of your current loan portfolio that matured in 2016 but that has not been repaid in
full or extended.

Initially we note that, for consistency
purposes and for accuracy purposes, the financial and operating data and information throughout the prospectus is as of September
30, 2016, the Registrant’s most recent balance sheet date (Amendment No. 1 was filed prior to year-end 2016.) As stated in
the prospectus (i.e., page 57), at September 30, 2016, there were 202 loans in the SCP portfolio and 18 loans were past
their maturity but were not otherwise in default – i.e., the borrowers were current or in compliance with all their obligations
– financial and otherwise – under the terms of the loan documents. In response to your comment, we have updated the
information in this paragraph with December 31, 2016 information.

In addition, the
information regarding renewals and extensions being treated as new loans has been incorporated into the disclosure on pages 1,
41, 56 and 57 in response to your comment.

Part II – Information not required
in prospectus

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

 5. We note your revisions in response to comment 12 of our prior letter in which you indicate that
you issued shares to three accredited investors for consulting services in January 2016. Please revise to name these three individuals
and disclose the amount securities issued to each individual. Please also revise to state the amount of consideration received
by you for the consulting services provided by each of the three accredited investors. Please refer to Item 701 of Regulation S-K.

The previous disclosure
was incorrect and has been revised. We apologize for any confusion caused by this error.

United States Securities and Exchange Commission

Attn: Jennifer Gowetski, Senior Counsel

Mail Stop 3233

January 19, 2017

Page 4

Draft Tax Opinion

 6. We note your response to comment 14 of our prior letter that you have revised your draft tax
opinion. We continue to note the assumption that “following the completion of the Offering….there will not be five
or fewer SACH shareholders that collectively own 50% or more of the outstanding shares of SACH measured by vote or value.”
Please remove this statement or tell us why counsel believes this assumption is appropriate. In addition, please confirm that you
will file the executed tax opinion prior to effectiveness.

The opinion has
been revised as per your comment.

    Sincerely,

    /s/ Joel J. Goldschmidt

    Joel J. Goldschmidt

Mail Stop 3233
January 17, 2017

Via E -mail
John L. Villano
Chairman, Co -Chief Executive Officer and Chief Financial Officer
Sachem Capital Corp.
23 Laurel Street
Brandford, CT  06405

Re: Sachem Capital Corp.
Amendment No. 1 to Form S -11
Filed December 23, 2016
  File No. 333 -214323

Dear Mr. Villano :

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

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

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

General

1. We note your response to comment 2 of our prior letter.  We further note your disclosure
on page 6 that 1,085,000 of your common shares were issued to each of Jeffrey Villano
and John Villano and 6,283,237 of your common shares will be issued to SC P and then
distributed by SCP to its members.  Please provide the disclosure  require d by Item 506 of
Regulation S -K.  In addition, please clarify the number of SCP members that will receive
common shares and briefly describe  for us the exemption on which you intend to rely to
issue these common shares.

John L. Villano
Sachem Capital Corp.
January 17, 2017
Page 2

 Summary, page 1

Our Company, page 1

2. We note your disclosure here and throughout the document that beginning January 1,
2017, you plan to increase t he rates on new loans to offset the recent increase to your
borrowing rate under your existing credit facility.  Please revise to update your disclosure
to quantify the rates on new loans.

Management’s Discussion and Analysis, page 41

3. We note your resp onse to comment 3  of our prior letter and your response to comment 18
of our letter dated September 8, 2016 that you are unable to quantify the number of loans
for which there was an event of default.  Please revise you r disclosure in this section , or
elsewhere as applicable , to state that you are unable to quantify  the number of loans for
which there was an event of default.

4. We note your response to comment 4 of our prior letter in which you indicate that you are
unable to disclose the percentage of all loans  originated over the last six years that have
been extended.  We further note that your response indicates that when an existing loan is
extended, your loan tracking software assigns a new loan number to the loan, in effect
treating the old loan as having been repaid.   Please revise your disclosure in this section ,
or elsewhere as applicable , to provide this information  and clarify the percentage of your
current loan portfolio that matured in 2016 but that has not been repaid in full or
extended.

Part II – Information not required in prospectus

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

5. We note your revisions in response to comment 12 of our prior  letter in which you
indicate that you issued shares to three accredited investors for consulting services in
January 2016.  Please revise to name the se three individuals  and disclose the amount
securities issued to each individual.  Please als o revise to state the amount of
conside ration received by you for the  consulting services provided by each of the three
accredited investors.  Please refer to Item 701 of Regulation S -K.

Draft  Tax Opinion

6. We note your response to comment 14 of our prior letter that you have revised your draft
tax opinion.  We continue to note the assumption that “following the completion of the
Offering….there will not be five or  fewer SACH shareholders that collectively own 50%
or more of the outstanding shares of SACH measured by vote or value.”  Please remove
this statement or tell us why counsel believes this assumption is appropriate.  In addition,

John L. Villano
Sachem Capital Corp.
January 17, 2017
Page 3

 please confirm that you will file the executed tax opinion prior to effectiveness.

You may contact Becky Chow, Staff Accountant  at 202-551-6524 or Shannon Sobotka,
Staff Accountant  at 202-551-3856 if you have questions regarding comments on the financial
statements a nd related matters.  Please contact Sandra B. Hunter, Staff Attorney, at 202-551-
3758 or  me at 202-551-3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
Office of Real Estate and
Commodities

cc: Stephen Zelnick
 Joel J. Goldschmidt
 Morse, Zelnick, Rose, & Lander, LLP
 Via E -mail

CORRESP
1
filename1.htm

Morse,
Zelnick, Rose & Lander

A LIMITED LIABILITY PARTNERSHIP

825 THIRD AVENUE

NEW YORK, NEW YORK 10022-4405

212-838-1177

FAX – 212-208-3809

WRITER’S DIRECT LINE

(212) 838-8269

December 22, 2016

Filed via EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Jennifer Gowetski, Senior Counsel

Office of Real Estate and Commodities

Mail Stop 3233

    Re:
    Sachem Capital Corp. (the “Registrant”)

    Registration Statement on Form S-11  Filed October 28, 2016

    File No. 333-214323 (the “Registration Statement”)

Dear Ms. Gowetski:

We have reviewed the Staff’s comments to the above-referenced
Registration Statement as set forth in your letter, dated November 22, 2016. On behalf of the Registrant we are providing the following
responses to those comments below. For your convenience, we have copied your comments, which appear in bold. Please note that the
Registrant is simultaneously filing Amendment No. 1 to the Registration Statement and all page references in this letter are to
the prospectus included in Amendment No. 1 to the Registration Statement.

Our Organizational Structure, page 6

 1. We note your response to comment 24 of our prior letter in which you state that Morse, Zelnick is a founder of Sachem Capital.
We further note your references to your founders and co-founders under this heading and throughout the document. Please revise
to identify all of your founders or advise.

Upon reflection, we have determined
that Morse, Zelnick is not a founder of Sachem Capital, which, for all intents and purposes, is the successor in interest to Sachem
Capital Partners. Thus, only the original founders of Sachem Capital Partners, LLC (Jeffrey Villano and John Villano) should be
deemed the founders of Sachem Capital Corp. The 80,000 common shares that Sachem Capital issued to Morse, Zelnick were for services
rendered prior to the date of its formation. We have revised the disclosure in the Registration Statement accordingly.

 2. We note your disclosure regarding the recapitalization of SCP and that the parties agreed to value Sachem Capital at an
amount equal to 164% of SCP’s members’ equity at June 30, 2016. Please revise to specifically explain how the parties
agreed to value it 164% of SCP members’ equity or advise.

United States Securities and Exchange Commission

Attn: Jennifer Gowetski, Senior Counsel

Mail Stop 3233

December 22, 2016

Page  2

The parties – SCP and the
representative – reached an agreement as to the pre-offering value of SCP based on the criteria identified in the prospectus
– i.e., historical performance, future prospects and market comparables. The value was a specific number, which we chose
to reflect as a function of member’s equity. We have revised the disclosure to clarify these facts, including eliminating
the reference to capital.

Management’s Discussion and Analysis, page 41

 3. We note your response to comment 18 of our prior letter that you are unable to quantify the number of loans for which there
was an event of default. Please revise your disclosure in this section or, elsewhere as applicable, to provide the information
in your response. In addition, please revise to more specifically describe how you monitor your loans and how management evaluates
the credit quality of your assets.

We have provided additional disclosure
as per your comment. See pages 56.

 4. We note your statement on page 2 that 20% of SCP’s loan portfolio consists of loans to borrowers with whom it has
a long-term relationship. We further note your statement in your response to comment 18 that you treat an extension of a loan as
a new loan. Please revise your disclosure to provide the percentage of loans that are not paid at maturity but rather treated as
a new loan. In addition, please clarify what portion, if any, of the 20% of loans to borrowers with whom SCP has a long-term relationship
are extensions rather than new loans.

The Registrant has disclosed
the portion of its current loan portfolio that consists of loans to borrowers with whom it has long-standing relationships. To
the extent your Comment is asking that the Registrant now disclose the percentage of all loans it has originated over the last
six years that have been extended, it has no ability to generate that information without manually going through every loan file,
which would be an enormously time consuming task and for which it does not have the resources. When an existing loan is extended,
the Registrant’s loan tracking software assigns a new loan number to the loan, in effect treating the old loan as having
been repaid. However, the Registrant has analyzed its current portfolio and has been able to identify existing loans that have
matured but which have not yet been renewed. In addition, as the new table on page 56 indicates, as September 30, 2016, 19 of the
202 loans in the portfolio originated prior to 2014. It is reasonable to assume that some of these loans are probably extensions
of prior loans.

Please see the revised disclosure
on pages 53 and 56, including the table inserted in response to your Comment # 6.

 5. We note your response to comment 20 that the new loan agreement will be executed simultaneously with or immediately prior
to the effectiveness of the registration statement. Please revise to clarify, if true, that the recapitalization of SCP will cause
you to be in default of your current loan agreement. We will continue to monitor for updated disclosure regarding the new loan
agreement.

United States Securities and Exchange Commission

Attn: Jennifer Gowetski, Senior Counsel

Mail Stop 3233

December 22, 2016

Page  3

As we discussed with the Staff,
there will be a new Commercial Revolving Loan and Credit Agreement between Sachem Capital Corp and Bankwell that will replace the
existing agreement between SCP and Bankwell. A form of that agreement has been filed as Exhibit __ to the Registration Statement.
The new agreement will go into effect simultaneously with the consummation of the Exchange and the Offering. Under the terms of
the new agreement, defaults, if any, under the existing agreement, will be waived.

Our Loan Portfolio, page 56

 6. Please revise to provide the year of origination for loans in your portfolio.

We have inserted an additional
table with the information requested. See page 56.

Underwriting, page 103

 7. We note your response to comment 23 of our prior letter and your related revisions on page 104 which clarify that the 1%
non-accountable expense allowance differs from your agreement to pay the underwriters’ expenses relating to the offering.
Please revise to briefly describe the 1% non-accountable expense allowance, including what it is intended to cover, how it differs
from your agreement to pay the identified underwriters’ expenses related to the offering and when it will be paid or advise.

Pursuant to the Letter of Intent regarding the Offering
between the Registrant and Joseph Gunnar, the representative of the several underwriters, the representative is entitled to will
receive the 1% non-accountable expense allowance regardless of their actual expenses incurred in addition to reimbursement for
the specific expenses incurred in connection with the offering identified under the caption “Underwriting” in the prospectus
only to the extent such expenses are actually incurred with respect to the offering. The non-accountable expense allowance was
a negotiated term of the underwriter’s engagement and is intended to approximate underwriter expenses for which documentation
is not required. Like all underwriters’ compensation, the non-accountable expenses allowance is subject to the approval of
FINRA. The underwriters have advised us that they expect to incur expenses in excess of those specific expenses for which the Company
will provide reimbursement. We believe our disclosure with respect to the non-accountable expenses allowance and actual out-of-pocket
expense reimbursement is consistent with how these items are described by many registrants. Nevertheless, we added disclosure on
page 103 to clarify the difference between these two items.

Financial Statements, page F-1

 8. Please revise your financial statements to include the required interim periods in addition to the year to date periods
presented in accordance with Rule 8-03 of Regulation S-X.

The financial and operational
data throughout the prospectus, including the financial statements included therein, has been updated to reflect information and
data for the nine months ended and as of September 30, 2016 and 2015.

United States Securities and Exchange Commission

Attn: Jennifer Gowetski, Senior Counsel

Mail Stop 3233

December 22, 2016

Page  4

 9. Notwithstanding the above, please ensure your results of operations have been updated as a result of any revisions that
are made.

See response to comment 8 above.

Pro Forma Statement of Operations, page F-20

 10. We note your response to our prior comment 25; however, your pro forma adjustment in Note (2)(7) of $(363,315) to opening
members’ equity and your disclosure that the transaction occurred on January 1, 2015 continue to suggest that your pro forma
balance sheet presentation as of June 30, 2016 does not conform to the pro forma requirements for balance sheets under Rule 8-05(b)(2)
of Regulation S-X. Therefore, we re-issue our comment. Please revise your pro forma balance sheet assuming the transaction occurred
on June 30, 2016 rather than January 1, 2015.

The pro forma information included
in the financial statements and elsewhere in the prospectus has been revised per your comment and pursuant to a telephone conference
between the Registrant’s auditors and the Staff accountant.

 11. We note the revised disclosure of pro forma earnings per share data on page F-19 in response to our prior comment 26. Please
include similar disclosure for the pro forma statement of operations included on page F-20 within your amended filing.

See response to comment 10 above.

Part II – Information not required in prospectus

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

 12. We note your response to comment 24 of our prior letter in which you state that Morse, Zelnick is a founder of Sachem Capital
and received 80,000 shares of common stock. For securities sold otherwise than for cash, please revise your disclosure to state
the nature of the transaction and the nature and consideration received by you. Please refer to Item 701(c) of Regulation S-K.

See the response to comment 1
above. Item 33 has also been revised per your comment.

 13. We note your response to comment 28 of our prior letter and your revised disclosure under this heading in which you state
that 6,283,237 shares of common stock were issued “on or prior to the date of this prospectus.” Please revise to provide
the specific date or advise. In addition, as to securities sold otherwise than for cash, please revise to state the nature and
aggregate amount of consideration received by the registrant. Please refer to Item 701 of Regulation S-K.

United States Securities and Exchange Commission

Attn: Jennifer Gowetski, Senior Counsel

Mail Stop 3233

December 22, 2016

Page  5

The 6,283,237 common shares have
not been issued yet. They will be issued in the Exchange when it is implemented prior to the effectiveness of the Registration
Statement. The disclosure has been updated accordingly.

Draft Tax Opinion

 14. We note your statement on page 2 that “prior to the completion of the offering described in the prospectus ….
SACH does not qualify as a REIT because one of its shareholders owns more than 50% of its outstanding common shares.” We
further note the assumption that “following the completion of the Offering …. there will not be five or fewer SACH
shareholders that collectively own 50% or more of the outstanding shares of SACH measured by vote or value.” Please remove
these statements or tell us why counsel believes this assumption is appropriate.

The draft tax opinion has been
revised. The original draft contemplated that the opinion would be delivered prior to the effective date of the Registration Statement.
In that case, we would need to include the assumption since neither SCP nor Sachem Capital would qualify as a REIT prior to the
offering. As currently contemplated we will deliver our opinion and it will be dated as of the date of the closing of the offering.

    Sincerely,

    /s/ Joel J. Goldschmidt

    Joel J. Goldschmidt

Mail Stop 3233
November 22 , 2016

Via E -mail
John L. Villano
Chairman, Co -Chief Executive Officer and Chief Financial Officer
Sachem Capital Corp.
23 Laurel Street
Brandford, CT  06405

Re: Sachem Capital Corp.
Registration Statement on Form S -11
Filed October 28, 2016
  File No. 333 -214323

Dear Mr. Villano :

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 d o 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.

Our Organizational Structure, page 6

1. We note your response to comment 24 of our prior letter in which you state that Morse,
Zelnick is a founder of Sachem Capital .  We further note your references to your
founders a nd co -founders under this heading and throug hout the document.  Please revise
to identify all of your founders  or advise .

2. We note your disclosure regard ing the recapitalization of SCP and that the parties agreed
to value Sachem Capital at an amount equal to 164% of SCP’s members’ equity at June
30, 2016.  Please revise to specifically explain how the parties agreed to value it 164% of
SCP members’ equity  or advise .

John L. Villano
Sachem Capital Corp.
November 22 , 2016
Page 2

 Management’s Discussion and Analysis, page 41

3. We note your response to comment 18 of our prior letter that you are unable to quantify
the nu mber of loans for which there was an event of default.  Please revise your
disclosure in this section or, elsewhere as applicable, to provide the information in your
response.  In addition, please revise to more specifically describe how you monitor your
loans and how management evaluates the credit quality of your assets.

4. We note your statement on page 2 that 20% of SCP’s loan portfolio consists of loans to
borrowers with whom it has a long -term relationship.  We further note your statement in
your resp onse to comment 18 that you treat an extension of a loan as a new loan.  Please
revise your disclosure to provide the percentage of loans that are not paid at maturity but
rather treated as a new loan.  In addition, please clarify what portion, if any, of the 20%
of loans to borrowers with whom SCP has a long -term relationship are extensions rather
than new loans.

5. We note your response to comment 20 that the new loan agreement will be executed
simultaneously with or immediately prior to the effectiveness of the registration
statement.  Please revise to clarify, if true, that the recapitalization of SCP will cause you
to be in default of your current loan agreement.  We will continue to monitor for updated
disclosure regarding the new loan agreement.

Our Loan Portfolio, page 56

6. Please r evise to provide the year of origination for loans in your portfolio.

Underwriting , page 103

7. We note your response to comment 23 of our prior letter and your related revisions on
page 104 which clarify that the 1% non -accountable expense allowance differs from your
agreement to pay the underwriters’ expenses relating to the offering.  Please revise to
briefly describe the 1% non -accountable expense allowance, including what it is intended
to cover, how it differs from your agreement to pay the identified underwriters’ expenses
related to the offering and when it will be paid or advise.

Financial Statements, page F -1

8. Please revise your financial statements to include the required interim periods in addition
to the year to date periods presented in accordance with Rule 8 -03 of Regulation S -X.

9. Notwithstanding the above, please ensure yo ur results of operations have been updated as
a result of any revisions that are made.

John L. Villano
Sachem Capital Corp.
November 22 , 2016
Page 3

 Pro Forma Statement of Operations, page F -20

10. We note your response to our prior comment 25; however, your pro forma adjustment in
Note (2)(7) of $(363,315) to openi ng members’ equity and your disclosure that the
transaction occurred on January 1, 2015 continue to suggest that your pro forma balance
sheet presentation as of June 30, 2016 does not conform to the pro forma requirements
for balance sheets under Rule 8 -05(b)(2) of Regulation S -X.  Therefore, we re -issue our
comment. Please revise your pro forma balance sheet assuming the transaction occurred
on June 30, 2016 rather than January 1, 2015.

11. We note the revised disclosure of pro forma earnings per share data o n page F -19 in
response to our prior comment 26. Please include similar disclosure for the pro forma
statement of operations included on page F -20 within your amended filing.
Part II – Information not required in prospectus

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

12. We note your response to comment 24 of our prior letter in which you state that Morse,
Zelnick is a founder of Sachem Capital and received 80,000 shares of common stock.
For securities sold otherwise th an for cash, please revise your disclosure to state the
nature of the transaction and the nature and consideration received by you.  Please refer
to Item 701(c) of Regulation S -K.

13. We note your response to comment 28 of our prior letter and your revised di sclosure
under this heading in which you state that 6,283,237 shares of common stock were issued
“on or prior to the date of this prospectus.”  Please revise to provide the specific date or
advise.  In addition, as to securities sold otherwise than for cas h, please revise to state the
nature and aggregate amount of consideration received by the registrant.  Please refer to
Item 701 of Regulation S -K.

Draft Tax Opinion

14. We note your statement on page 2 that “prior to the completion of the offering described
in the prospectus….SACH does not qualify as a REIT because one of its shareholders
owns more than 50% of its outstanding common shares.”  We further note the assumptio n
that “following the completion of the Offering….there will not be five or fewer SACH
shareholders that collectively own 50% or more of the outstanding shares of SACH
measured by vote or value.”  Please remove these statements or tell us why counsel
believes this assumption is appropriate.

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.

John L. Villano
Sachem Capital Corp.
November 22 , 2016
Page 4

 Refer to Rules 4 60 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Becky Chow, Staff Accountant  at 202-551-6524 or Shannon So botka,
Staff Accountant  at 202-551-3856 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 202-551-3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
Office of Real Estate and
Commodities

cc: Stephen Zelnick
 Joel J. Goldschmidt
 Morse, Zelnick, Rose, & Lander, LLP
 Via E -mail

CORRESP
1
filename1.htm

Morse,
Zelnick, Rose & Lander

A LIMITED LIABILITY PARTNERSHIP

825 PARK AVENUE

NEW YORK,
NEW YORK 10022-4405

212-838-1177

FAX –
212-208-3809

WRITER’S
DIRECT LINE

(212) 838-8269

October 28, 2016

Filed via EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Jennifer Gowetski, Senior Counsel

Mail Stop 3233

 Re: Sachem Capital Corp. (the “Registrant”)

Draft Registration Statement on Form
S-11 Submitted August 12, 2016

CIK No. 0001682220 (the “Registration
Statement”)

Dear Ms. Gowetski:

We have reviewed the Staff’s comments to the
above-referenced Registration Statement as set forth in your letter, dated September 8, 2016. On behalf of the Registrant we
are providing the following responses to those comments below. For your convenience, we have copied your comments, which
appear in bold. In addition, please note that the Registration Statement being filed concurrently herewith is no longer in
draft form.  Thus, references to the “Registration Statement” in our responses to
the Staff’s comments are to the Registration Statement filed currently herewith and all page references are to the
prospectus included in such Registration Statement.

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 [sic] to potential investors in reliance on Section 5(d) of
the Securities Act, whether or not they retain copies of the communications.

To date, there have been no written
communications (as defined in Rule 405 under the Securities Act), directly or indirectly, from the Registrant to potential investors
in reliance on Section 5(d) of the Securities Act and none are being currently contemplated. The Registrant will provide the Staff
with a copy, if any such materials are presented to potential investors.

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

Based on discussions with the
Staff, the Registrant’s logo is included on the cover page of the prospectus included in the Registration Statement.

 3. We note your analysis on pages 8, 26 and 58 regarding why you believe your operations 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.

The Registrant’s business is making loans secured
by first mortgage liens on real estate. These assets constituted over 89% of the Registrant’s total assets as of June 30,
2016. Accordingly, the Registrant falls squarely within the exception provided by Section 3(c)(5)(C) of the Investment Company
Act of 1940. The Registrant’s business plan and strategy is to continue to originate loans secured by first mortgage liens
on real estate. In terms of the net proceeds from the offering contemplated by the Registration Statement, although the exact terms
of the offering are still unknown, the Registrant does not believe that the net proceeds will exceed one-third of its total assets
immediately after the offering. Even if that is not the case, the Registrant intends to initially use the net proceeds to temporarily
pay down the outstanding balance on the Bankwell credit line, to invest any excess in short-term U.S. government securities or
hold the cash. U.S. government securities and cash are excluded for purposes of determining whether the Registrant qualifies as
an “investment company” and paying down debt should not make a difference. Therefore, it should still qualify for the
Section 3(c)(5)(C) exception.

Summary, page 1

Our Competitive Strengths, page 2

 4. We note your disclosure that a “significant portion” of your business comes from repeat customers with whom
you have long-standing relationships. Please revise to quantify the portion of your business that comes from repeat customers as
well as the portion of your business that comes from affiliates.

Per your comment, the disclosure
on pages 2 and 53 has been revised by deleting the word “significant” and to reflect the percentage of the Registrant’s
loan portfolio at June 30, 2016 represented by repeat customers and affiliates.

Leverage Policies/Financing
Strategy, page 3

 5. We note your disclosure that you do not have a formal policy limiting the amount of debt you may incur and that your governing
documents contain no limitation on the amount of leverage you may use. Please revise the summary risk factors to include this information
and disclose your target leverage ratio.

Per your comment, we have revised
the summary risk factors (page 5) and added additional disclosure on pages 5, 24, 42-43, 54 and 100.

 6. We note your disclosure here and on page 43 that since inception through March 31, 2016, your predecessor, Sachem Capital
Partners, LLC, raised $26.5 million of equity capital from investors, including JJV, LLC, whose principals are Jeffrey Villano
and John Villano, your Co-Chief Executive Officers, taking into account initial and additional capital contributions. Please revise
your disclosure to break out the amount of equity capital raised from JJV, LLC. Please also disclose the initial and additional
capital contributions to which you refer.

Per your comment, the disclosure on pages 3 and 43
has been revised to specify the amount of equity capital contributed by JJV and the initial and additional capital contributions.

Summary Risk Factors,
page 4

 7. Please revise your geographic concentration summary risk factor to quantify your concentration of loans with underlying
properties in Connecticut.

Per your comment, the disclosure on page 5 has been
revised to quantify the concentration of loans secured by properties located in Connecticut.

Our Organizational Structure, page 6

 8. We note your disclosure that you will enter into an Exchange Agreement with the members of SCP pursuant to which you will
acquire all of the outstanding membership interests of SCP in exchange for 6,283,237 common shares. Please revise your disclosure
to explain how you valued the membership interests being contributed.

Additional disclosure has been
added in response to your comment. In addition, the description of the exchange transaction has been revised. Rather than
each member of SCP contributing their SCP membership interest to Sachem Capital in exchange for Sachem Capital common shares, SCP
will transfer all its assets and liabilities to Sachem Capital in exchange for 6,283,237 Sachem Capital common shares. SCP will
then distribute those shares to its members, pro rata in accordance with their capital account balances, in full liquidation of
their SCP membership interests. See pages 1, 6, 45-46, and 63.

 9. We note your disclosure that any SCP member who does not sign the Exchange Agreement will have his, her or its membership
interest redeemed for cash. Please tell us how many members will receive cash in lieu of common shares and how that will impact
the number of common shares to be issued. In addition, please revise to clarify, if true, in your Summary section, and throughout
the prospectus, that the cash payable to any SCP member who does not sign the Exchange Agreement is to be paid using a portion
of the net proceeds of this offering.

As a result of the changes to the
structure of the exchange, described in our response to Comment 8, each SCP member will receive his, her or its pro rata share of the 6,283,237 Sachem Capital common shares. Accordingly,
redemptions have been eliminated as a Use of Proceeds.

 10. Please revise to quantify the amount each of SCP’s controlling stockholders and control persons will receive as a
result of the transactions contemplated by the Exchange Agreement and the redemptions, if any.

Per your comment, additional disclosure has been
added on pages 1, 6, 45 and 63.

Risk Factors, page 31

 11. We note your disclosure that you have elected to avail yourselves of the extended transition period for adopting new or
revised accounting standards available to emerging growth companies. In accordance with the JOBS Act, please include a statement
that this election is irrevocable within your amended filing.

Per your comment, additional disclosure has been
included. See pages 9, 32-33 and 46.

 12. We further note your disclosure that as a result of this election your financial statements may not be comparable to companies
that comply with public company effective dates. A similar statement should be included in your critical accounting policy disclosures.
Please revise your disclosure in your amended filing.

Per your comment, additional disclosure has been
included. See page 46.

Selected Historical and
Pro Forma Financial Information, page 38

 13. We note from Use of Proceeds section on page 34 that you expect to use portion of the proceeds to redeem membership interests.
In that regard, please clarify your disclosure in the introductory paragraph whether you give effect to the redemption in the pro
forma, as adjusted column of your pro forma financial information. If not, please explain why not. Please also provide similar
disclosures in the Capitalization section on page 37 and elsewhere, as applicable, in the filing.

Please see our responses to Comments Nos. 8 and
9.

Management’s Discussion and Analysis, page 41

 14. Although we note your disclosure on page 42, please revise to more specifically discuss the spread between the yield on
the loan portfolio and the cost of financing and the reasons for any material trends in the spread or advise.

Per your comment, the disclosure referenced in your
comment has been revised. See page 42.

Our Competitive Strengths,
page 50

 15. We note your disclosure under this heading regarding the “history of successful operations” of your management
and predecessor. Please revise to disclose some of the key adverse business developments experienced in an effort towards providing
investors with a balanced and complete overview of your prior performance or advise.

Per your comment, additional disclosure has been
included. See page 53. Other than as disclosed on page 53, management does not believe that SCP has experienced any adverse business
developments.

Our Loan Portfolio, page
53

 16. We note that your loans are secured by properties located in Connecticut, Massachusetts, Rhode Island or New York. Please
revise to quantify the number of loans secured by properties in each state.

Per your comment, additional disclosure has been
included. See page 57.

 17. We note your disclosure on page 53 that a borrower may prepay a loan at any time beginning three months after the funding
date, without premium or penalty. Please revise to provide the prepayment rate on your loans or advise.

Per your comment, additional disclosure
has been included. See page 56.

 18. Please revise to disclose the number of loans for which there was an event of default and the number of loans in default
or advise. In addition, please revise to clarify the number of your loans that have exercised extension options.

The registrant is unable to quantify the number of
loans for which there was an event of default. As disclosed, any failure by a borrower to comply with a covenant or agreement in
the loan documents is technically a default but, as a practical matter, SCP has rarely declared the borrower in default. As further
disclosed in Amendment No. 1, SCP has foreclosed on a mortgaged property only once. In addition, it has acquired eight other properties
from five borrowers who were in default.  See
pages 16, 53 and 56. In terms of borrowers that have exercised extension options, the Registrant does not track that information.
Rather it treats an extension as a new loan.

 19. We note your disclosure that as of March 31, 2016, the two largest borrowers accounted for 5.3% and 4.8% of SCP’s
loan portfolio. We further note your disclosure on page 49 that you will adopt a policy that will limit the maximum amount of any
loan you fund to a single borrower or group of affiliated borrowers to 10% of the aggregate amount of your loan portfolio. To the
extent a group of affiliated borrowers account for 5% or more of SCP’s loan portfolio, please disclose the specific percentage
of SCP’s loan portfolio for which they account.

There are no other borrowers or group of affiliated
borrowers that account for more than 5% of SCP’s loan portfolio. The disclosure has been revised accordingly.

 20. We note your disclosure that the Bankwell Credit Line contains various covenants and restrictions including limiting the
amount that you can borrow relative to the value of the underlying collateral, maintaining various financial ratios and limitations
on the terms of loans that you make to your customers. Although we note the disclosure regarding the eligibility requirements for
an advance on page 55, please revise to provide more detailed disclosure of any material financial covenants, including quantifying
any ratios, or advise. In addition, please clarify whether the Exchange Agreement and related transaction will impact this credit
line.

In response to your comment, the disclosure appearing
on pages 22, 44, 58 and 59 has been expanded to include material financial covenants. The company believes that all material covenants
have been disclosed in the prospectus. The company has commenced discussions with Bankwell regarding terminating the existing agreement
between Bankwell and SCP and replacing it with a similar agreement that between Bankwell and Sachem Capital, albeit with certain
modifications to reflect the Exchange Agreement and Sachem’s desire to operate and qualify as a REIT. Once the new loan agreement
is finalized, the disclosure will be updated accordingly. The new agreement will be executed simultaneously with or immediately
prior to the effectiveness of the Registration Statement.

Management, page 61

 21. Please disclose the principal business of any corporation or other organization by which your executive officers were employed
during the past five years. In addition, we note your disclosure that “during a business career of more than 25 years, Mr.
Villano has founded and served as the chief executive officer of a number of businesses” and that Mr. Goldberg “held
senior executive positions, including chief financial officer and chief operating officer, at a number of public companies. Please
expand this disclosure to identify the businesses to which you refer, and include dates of employment and a description of the
business’s industry, or remove. Please refer to Item 401 of Regulation S-K.

The sentence in Mr. Villano’s
bio referenced in your comment has been deleted. Mr. Goldberg’s bio has been revised per your comment. See pages 64 and 65.

Executive Compensation, page 64

Summary Compensation, page 64

 22. We note your disclosure that SCP has paid management and other fees to JJV. Please revise to disclose the “other fees”
that have been paid to JJV.

Pursuant to the SCP operating agreement
the term “management fees” includes all the fees listed on page 67. The disclosure throughout the prospectus included
in the Registration Statement has been revised accordingly.

Underwriting, page 99

 23. We note that you include a line item in your table on page 99 regarding the non- accountable expense allowance of 1%. Please
revise to clarify whether the disclosure on page 100 regarding your agreement to pay the underwriters’ expenses relating
to the

Mail Stop 3233
September 8, 2016

Via E -mail
John L. Villano
Chairman, Co -Chief Executive Officer and Chief Financial Officer
Sachem Capital Corp.
23 Laurel Street
Brandford, CT  06405

Re: Sachem Capital Corp.
Draft Registration Statement on Form S-11
Submitted August 12, 2016
  CIK No. 0001682220

Dear Mr. Villano :

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

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

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

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

John L. Villano
Sachem Capital Corp.
September 8, 2016
Page 2

 3. We n ote your analysis on page s 8, 26 and 58 regarding why you believe your operations
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.

Summary, page 1

Our Competitive Strengths, page 2

4. We note your disclosure that a “significant portion” of your business comes from repeat
customers with whom you have long -standing relationships.  Please revise to quantify the
portion of your business that comes from repeat customers  as well as the porti on of your
business that comes from affiliates .

Leverage Policies/Financing Strategy, page 3

5. We note your disclosure that you do not have a formal policy limiting the amount of debt
you may incur and that your governing documents contain no limitation on the amount of
leverage you may use .  Please revise the summary risk factors to include this information
and disclose your target leverage ratio.

6. We note your disclosure here and on page 43 that since inception through March 31,
2016, your predecessor, Sachem Capital Partners, LLC, raise d $26.5 million of equity
capital from investors, including JJV, LLC, whose principals are Jeffrey Villano and John
Villano, your Co -Chief Executive Officers, taking into account initial and additional
capital contributions.  Please revise your disclosure to break out the amount of equity
capital raised from JJV, LLC .  Please also disclose the  initial and additional capital
contributions  to which you refer .

Summary Risk Factors, page 4

7. Please revise your geographic concentration summary risk factor to quantify your
concentration of loans with underlying properties in Connecticut.

Our Organizatio nal Structure, page 6

8. We note your disclosure that you will enter into an Exchange Agreement with the
members of SCP pursuant to which you will acquire all of the outstanding membership
interests of SCP in exchange for 6,283,237 common shares.  Please rev ise your disclosure
to explain how you va lued the membership interes ts being contributed .

John L. Villano
Sachem Capital Corp.
September 8, 2016
Page 3

 9. We note your disclosure that any SCP member who does not sign the Exchange
Agreement will have his , her or its membership interest red eemed for cash.  Please tell us
how many members  will receive cash in lieu of common shares and how that will impact
the number of common shares to be issued.  In addition, please revise to clarify , if true, in
your Summary  section , and throughout the prospectus , that the cash payable to any SCP
member who does not sign the Exchange Agreement  is to be paid using a portion of the
net proceeds of this offering.

10. Please revise to quantify the amount each of SCP’s controlling stockholders and control
persons wi ll receive as a result of the transactions  contemplated by the Exchange
Agreement and the redemptions, if any .

Risk Factors, page 31

11. We note your disclosure that you have elected to avail yourselves of the extended
transition period for adopting new or revised accounting standards available to emerging
growth companies. In accordance with the JOBS Act, please include a statement that th is
election is irrevocable within your amended filing.

12. We further note your disclosure that as a result of this election your financial statements
may not be comparable to companies that comply with public company effective dates. A
similar sta tement should be included in your critical accounting policy disclosures. Please
revise your disclosure in your amended filing.

Selected Historical and Pro Forma Financial Information,  page 38

13. We note from Use of Proceeds section on page 34 that you expect to use portion of the
proceeds to redeem membership interests. In that regard, please clarify your disclosure in
the introductory paragraph whether you give effect to the redemption in the pro forma, as
adjusted column of your pro forma financial information. If not, please explain why not.
Please also provide similar disclosures in the Capitalization section on page 37 and
elsewhere, as applicable, in the filing.

Management ’s Discussion and Analysis , page 4 1

14. Although we note your disclosure on page 42, please revise to more specifically disc uss
the spread between the yield on the  loan portfolio and the cost of financing  and the
reasons for any material  trends  in the spread  or advise .

Our Competitive Strengths, page 5 0

15. We note your disc losure under this heading  regarding the  “history of successful
operations”  of your management and predecessor.   Please revise to disclose some of the

John L. Villano
Sachem Capital Corp.
September 8, 2016
Page 4

 key adverse business developments experienced in an effort towards providing investors
with a balanced and  complete overview of your prior performance  or advise.

Our Loan Portfolio, page 53

16. We note that your loans are secured by properties located in Connecticut, Massa chusetts ,
Rhode Island or New York.  Please revise to quantify the number of loans secured by
properties in each state.

17. We note your disclosure on page 53 that a borrower may prepay a loan at any time
beginning three months after the funding date, without premium or penalty.  Please revise
to provide the prepayment rate on your loans or advise.

18. Please revise to disclose the number of loans for which there was an event of default  and
the number of loans in default or advise.  In addition, please revise to clarify the number
of your loans that have exercised extension options.

19. We note your disclosure that as of March 31, 2016, the two largest borrowers accoun ted
for 5.3% and 4.8% of  SCP’s loan portfolio.  We further note your disclosure on page 49
that you will adopt a policy that will limit the maximum amount of any loan you fund to a
single borrower or group of affiliated borrowers to 10% of the aggregate amount of your
loan portfolio.   To the extent a group of affiliate d borrowers account for 5% or more of
SCP’s  loan portfolio, please disclose the specific percentage of SCP’s loan portfolio for
which they account .

20. We note your disclosure that the Bankwell Credit Line contains various covenants and
restrictions including limiting the amount that you can borrow relative to the value of the
underlying collateral, maintaining various financial ratios and limitations on the terms of
loans that you make to your customers.  Although we note the disclosure regarding the
eligibility requirements for an advance on page 55, please revise to provide more detailed
disclosure of any material financial covenants, including quantifying any ratios , or
advise .  In addition, please clarify whether the Exchange Agreement and related
trans action will impact this credit line.

Management, page 61

21. Please disclose the principal business of any corporation or other organization by which
your executive officers were employed during the past five years.  In addition, we no te
your disclosure that “during a business career of more than 25 years, Mr. Villano has
founded and served as the chief executive officer of a number of businesses” and that Mr.
Goldberg “held senior executive positions, including chief financial officer and chief
operating officer, at a number of public companies.  Please expand this disclosure to
identify the businesses to which you refer, and include dates of employment and a

John L. Villano
Sachem Capital Corp.
September 8, 2016
Page 5

 description of the business’s industry, or remove.  Please refer to Item 401 o f Regulation
S-K.

Executive Compensation, page 64

Summary Compensation, page 64

22. We note your disclosure that SCP has paid management and other fees to JJV.  Please
revise to disclose the “other fees” that have been paid to JJV.

Unde rwriting, page 99

23. We note that you include a line item in your table on page 99 regarding the non -
accountable expense allowance of 1%.  Please revise to clarify whether the disclosure on
page 100 regarding your agreement to pay the underwriters’ expenses relating to the
offering is the same as the non -accountable expense allowance of 1% or revise
accordingly .

Legal Matters, page 107

24. We note  your disclosure under this heading that upon consummation of this offering, the
partners of Morse, Zelnick, Rose & Lander, LLC  will own, in the aggregate, 80,000
common shares.  Please clarify how Morse, Zelnick, Rose & Lander, LLC will receive
these shares .  If the shares are a  result of a contingent basis, please furnish a brief
statement to that effect.  Please refer t o Item 509 of Regulation S -K.

Notes to Unaudited Pro Forma Financial Statements, page F -22

25. We note your disclosure that the financial  statements presented assume the transactions
were completed on January 1, 2015. Please note that the unaudited pro forma balance
sheet presentation should be presented assuming the transactions were completed on the
date of the latest balance sheet includ ed in the filing. Please revise your presentation
accordingly. Refer to Rule 8 -05 (b) (2) of Regulation S -X.

Pro Forma Statement of Operations on page F -20

26. Please provide pro forma earnings per share data to give effect to the issuance of
6,283,237 common shares to the members of SCP.

Note 2. Unaudited Pro Forma Adjustments, page F -22

27. Please revise your footnote disclosure to clearly explain the assumptions involved. In
instances where multiple adjustments are made to a single fina ncial statement line item,
please separately quantify each adjustment.

John L. Villano
Sachem Capital Corp.
September 8, 2016
Page 6

 Part II – Information Not Required in Prospectus

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

28. We note your disclosure on page 69 that prior to this offering you will have 8,533,237
shares of common stock issued and outstanding.  Please revise your disclosure to account
for the 8,533,237 outstanding shares of common stock or advise.  Please refer to  Item 701
of Regulation S -K.

Exhibits

29. Please fill all required exhibits as promptly as possible.  If you are not in a position to file
your legal and tax opinions with the next amendment, please provide draft copies for us
to review.  The draft opinions should be filed on EDGAR as  correspondence.   In addition,
we note you have filed a Form of Exchange Agreement.  Please let us know whether you
will be in a position to file an executed Exchange Agreement prior to effectiveness.

You may contact Becky Chow, Staff Accountant  at 202-551-6524  or Shannon Sobotka,
Staff Accountant  at 202-551-3856  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 202-551-3401  with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
Office of Real Estate and
Commodities

cc: Stephen Zelnick
 Joel J. Goldschmidt
 Morse, Zelnick, Rose, & Lander, LLP
 Via E -mail