SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 Starwood real estate income trust, inc. 2340 COLLINS AVENUE MIAMI BEACH, FL 33139 (305) 695-5500
   January 29, 2026   VIA EDGAR   United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549   Re: Starwood Real Estate Income Trust, Inc. Registration Statement on Form S-11 File No. 333-288705 Request for Acceleration   Ladies and Gentlemen:   Pursuant to Rule 461 under the Securities Act of 1933, as amended, Starwood Real Estate Income Trust, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement and declare the Registration Statement, as then amended, effective as of 4:30 p.m., Eastern Time, on February 3, 2026, or as soon as practicable thereafter.   The Company hereby authorizes Jason Goode of Alston & Bird LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.   The Company requests the Commission to specifically confirm such effective date and time to Jason Goode of Alston & Bird LLP at (404) 881-7986.     Sincerely,   STARWOOD REAL ESTATE INCOME TRUST, INC.

 By:
 /s/ Matthew Guttin

 Name:
 Matthew Guttin

 Title:
 Chief Compliance Officer and Secretary

           cc: Mr. Jason W. Goode, Alston & Bird LLP Ms. Lindsey L. G. Magaro, Alston & Bird LLP

July 21, 2025
Sean Harris
Chief Executive Officer, President and Director
Starwood Real Estate Income Trust, Inc.
2340 Collins Avenue
Miami Beach, FL 33139
Re:Starwood Real Estate Income Trust, Inc.
Registration Statement on Form S-11
Filed July 16, 2025
File No. 333-288705
Dear Sean Harris:
            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 Isabel Rivera at 202-551-3518 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

November 14, 2024
Chris Lowthert
Chief Financial Officer
Starwood Real Estate Income Trust, Inc.
2340 Collins Avenue
Miami Beach, Florida 33139
Re:Starwood Real Estate Income Trust, Inc.
Form 10-K for the year ended December 31, 2023
File No. 000-56046
Dear Chris Lowthert:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

CORRESP

 Starwood Real Estate Income Trust, Inc.

2340 Collins Avenue

 Miami Beach,
FL 33139

 August 15, 2024

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Real Estate &
Construction

 Washington, DC 20549

Re:
 Starwood Real Estate Income Trust, Inc.

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

Form 10-Q for the period ended March 31, 2024

File No. 000-56046

Dear Sir or Madam:

 This letter sets forth the
response of Starwood Real Estate Income Trust, Inc. (the “Company”) to the correspondence from the United States Securities and Exchange Commission (“SEC”) dated July 30, 2024 regarding the Company’s Form
10-K for the year ended December 31, 2023 (the “2023 Form 10-K”), which was filed with the SEC on March 21, 2024, and the Company’s Form 10-Q for the quarter ended March 31, 2024, which was filed with the SEC on
May 13, 2024.

 On August 14, 2024, the Company filed with the SEC its Quarterly Report on Form
10-Q for the quarter ended June 30, 2024 (the “2024 Q2 Form 10-Q”). Several of the Company’s responses below reference disclosures in the 2024
Q2 Form 10-Q, as a result, certain of those disclosures are not duplicated herein. The SEC’s comments are below, followed by the Company’s responses thereto.

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

Share Repurchase Plan, page 70

 1. We note
your disclosure on page 71 summarizing the number of shares repurchased under the plan. In future Exchange Act periodic reports, please revise your disclosure to include the source of cash used to fund the repurchase requests filled.

Response: In response to the comment, the Company has included additional disclosure on the source of cash used to fund the repurchase
requests in footnote 2 appearing on page 55 of the 2024 Q2 Form 10-Q and will include similar disclosure in future periodic reports filed pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).

 Item 7. Management’s Discussion and Analysis..., page 71

2. We note, in your 8-K filed May 23, 2024, you state that you have determined to limit your share
repurchase program. In future Exchange Act periodic reports, please disclose the reasons behind this decision. Please discuss any steps that you are taking or plan to take, or other factors you will consider in determining when and whether to
reinstate the program to its original levels. Please advise if it is possible that you may determine to suspend or terminate your share repurchase program given your current liquidity concerns.

 Response: In response to the comment, the Company has added a new subsection titled
“Share Repurchase Plan Amendment” beginning on page 34 of the 2024 Q2 Form 10-Q and will include similar disclosure in future Exchange Act periodic reports. Additionally, the Company
respectfully submits that it has consistently disclosed that it may “modify or suspend the share repurchase plan,” as disclosed on pages 3, 11, 70 and 133 of the 2023 Form 10-K and on page 54 of the
2024 Q2 Form 10-Q and will continue to include such disclosure in future Exchange Act periodic reports.

 Recent
Developments, page 73

 3. We note your disclosure that you “have limited to no exposure to the more challenged sectors, including
commodity office.” We note that you own 20 office properties and invest in commercial mortgage-backed securities. Please tell us and, if material, revise future Exchange Act periodic reports to address the impact these investments have had on
your operations.

 Response: As of June 30, 2024, the Company owns 20 office properties with a gross asset value (based on fair
value) of approximately $1.6 billion and a weighted average occupancy rate of 90%, which represents approximately 7% of the Company’s overall real estate investment portfolio. Given the Company’s exposure to office, the impact of
these investments to the Company’s performance would not be material.

 None of the Company’s office properties are commodity
office properties as defined by the Company. The Company defines commodity office properties as office properties below Class B properties, which are properties with less desirable locations and/or markets, are aged buildings with dated
architecture, have obsolete technology, limited infrastructure or amenities, and lower rental rates and higher vacancy levels. The Company notes that as of June 30, 2024, it did not own any investments in commercial mortgage-backed securities.

 Portfolio, page 75

 4. For your
office and industrial properties, please tell us, and in your future Exchange Act periodic reports, please revise, your property table disclosure to disclose your average effective rent per square foot and add footnote disclosure to clarify how the
average effective rent takes into account tenant concessions and abatements. For your residential and self-storage properties, please provide disclosure regarding your average effective rent per unit taking into account free rent, tenant
reimbursements, and tenant concessions.

 Response: In response to the comment, the Company has added a new subsection titled
“Average Effective Annual Base Rents” beginning on page 38 of the 2024 Q2 Form 10-Q and will include similar disclosure in future Exchange Act periodic reports.

5. For your office and industrial properties, please tell us and disclose in future Exchange Act periodic reports, whether your tenants have
early termination rights. If applicable, please disclose the percentage of your occupied properties that have tenants with early termination provisions and discuss the impact to you from tenants exercising such provisions, including the number of
tenants that have exercised that provision over the past two years and the amount of impacted square footage.

 Response: In
response to the comment, the Company has included additional disclosure in the second and third paragraphs of the subsection titled “Lease Expirations” appearing on page 41 of the 2024 Q2 Form
10-Q and will include similar disclosure in future Exchange Act periodic reports.

 2

 2. Summary of Significant Accounting Policies

Impairment of Investments in Real Estate, page 117

6. We note your disclosure that the estimated fair values of the remaining impaired assets as of December 31, 2023 was $53.8 million.
Please tell us, and in future Exchange Act periodic reports, please revise your disclosure to also disclose the remaining carrying value of the assets that were impaired as of December 31, 2023.

Response: In response to the comment, the Company has included additional disclosure on page 10 of the 2024 Q2 Form 10-Q disclosing that “as of June 30, 2024 and December 31, 2023, the carrying value of the Company’s remaining impaired assets was $33.9 million and $53.0 million, respectively”
and will include similar disclosure in future Exchange Act periodic reports.

 6. Mortgage Notes and Credit Facility, page 128

7. We note your disclosure that you are not aware of any instance of material noncompliance with financial covenants as of December 31,
2023. Please tell us, and in your future Exchange Act periodic reports, please revise your disclosure to affirmatively state whether you were in compliance with your financial covenants as of December 31, 2023. This comment also applies to your
disclosure in your Form 10-Q as of March 31, 2024.

 Response: In response to the
comment, the Company has included additional disclosure on page 15 of the 2024 Q2 Form 10-Q disclosing that “the Company was in compliance with all corporate and all property level financial covenants
with no events of default, as of June 30, 2024 and December 31, 2023, respectively” and will include similar disclosure in future Exchange Act periodic reports. In addition, the Company confirms that it was in compliance with all
corporate and all property level financial covenants with no events of default, as of March 31, 2024.

 Form
10-Q for the period ended March 31, 2024

 Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations

 Liquidity and Capital Resources, page 41

8. We note your filing of your Form 8-K on May 23, 2024 regarding the Company’s strategic
actions focused on preserving liquidity to your shareholders by limiting share repurchases to 1% of NAV per quarter and the temporary waiver of 20% of the entitled management fee. Given the continued higher than normal interest rate environment and
its impact on borrowing costs, property values and other residual impacts, including the higher than usual repurchase requests, please consider expanding your disclosure in future Exchange Act periodic reports to highlight how such factors have
impacted your ability to generate, obtain and preserve adequate amounts of cash to meet your requirements on both the short and long term. Your expanded discussion should outline available resources including any strategic initiatives to preserve
liquidity similar to your disclosures in your filing of your Form 8-K on May 23, 2024. Reference is made to Item 303(b)(1) of Regulation S-K and Section 501.13
of the Financial Reporting Codification.

 Response: In response to the comment, the Company has included additional disclosure in
the last paragraph of the subsection titled “Business Outlook” appearing on page 34 of the 2024 Q2 Form 10-Q and will include similar disclosure in future Exchange Act periodic
reports.

 3

 Please contact me if you should need additional information or should you have any
questions.

 Sincerely,

 Starwood Real Estate Income Trust, Inc.

By:

/s/ Chris Lowthert

 Chris Lowthert

 Chief Financial Officer and Treasurer

 cc: Jason W. Goode, Alston & Bird LLP

 4

July 30, 2024
Chris Lowthert
Chief Financial Officer
Starwood Real Estate Income Trust, Inc.
2340 Collins Avenue
Miami Beach, Florida 33139
Re:Starwood Real Estate Income Trust, Inc.
Form 10-K for the year ended December 31, 2023
Form 10-Q for the period ended March 31, 2024
File No. 000-56046
Dear Chris Lowthert:
            We have reviewed your filings and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the year ended December 31, 2023
Share Repurchase Plan, page 70
1.We note your disclosure on page 71 summarizing the number of shares repurchased under
the plan. In future Exchange Act periodic reports, please revise your disclosure to include
the source of cash used to fund the repurchase requests filled.
Item 7. Management's Discussion and Analysis..., page 71
2.We note, in your 8-K filed May 23, 2024, you state that you have determined to limit your
share repurchase program. In future Exchange Act periodic reports, please disclose the
reasons behind this decision. Please discuss any steps that you are taking or plan to take,
or other factors you will consider in determining when and whether to reinstate the
program to its original levels. Please advise if it is possible that you may determine to
suspend or terminate your share repurchase program given your current liquidity
concerns.

July 30, 2024
Page 2
Recent Developments, page 73
3.We note your disclosure that you "have limited to no exposure to the more challenged
sectors, including commodity office." We note that you own 20 office properties and
invest in commercial mortgage-backed securities. Please tell us and, if material, revise
future Exchange Act periodic reports to address the impact these investments have had on
your operations.
Portfolio, page 75
4.For your office and industrial properties, please tell us, and in your future Exchange Act
periodic reports, please revise, your property table disclosure to disclose your average
effective rent per square foot and add footnote disclosure to clarify how the average
effective rent takes into account tenant concessions and abatements. For your residential
and self-storage properties, please provide disclosure regarding your average effective
rent per unit taking into account free rent, tenant reimbursements, and tenant concessions.
5.For your office and industrial properties, please tell us and disclose in future Exchange
Act periodic reports, whether your tenants have early termination rights. If applicable,
please disclose the percentage of your occupied properties that have tenants with early
termination provisions and discuss the impact to you from tenants exercising such
provisions, including the number of tenants that have exercised that provision over the
past two years and the amount of impacted square footage.
2. Summary of Significant Accounting Policies
Impairment of Investments in Real Estate, page 117
6.We note your disclosure that the estimated fair values of the remaining impaired assets as
of December 31, 2023 was $53.8 million. Please tell us, and in future Exchange Act
periodic reports, please revise your disclosure to also disclose the remaining carrying
value of the assets that were impaired as of December 31, 2023.
6. Mortgage Notes and Credit Facility, page 128
7.We note your disclosure that you are not aware of any instance of material noncompliance
with financial covenants as of December 31, 2023. Please tell us, and in your future
Exchange Act periodic reports, please revise your disclosure to affirmatively state
whether you were in compliance with your financial covenants as of December 31, 2023.
This comment also applies to your disclosure in your Form 10-Q as of March 31, 2024.
Form 10-Q for the period ended March 31, 2024
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 41
We note your filing of your Form 8-K on May 23, 2024 regarding the Company's strategic
actions focused on preserving liquidity to your shareholders by limiting share repurchases
to 1% of NAV per quarter and the temporary waiver of 20% of the entitled management
fee. Given the continued higher than normal interest rate environment and its impact on
borrowing costs, property values and other residual impacts, including the higher than
usual repurchase requests, please consider expanding your disclosure in future Exchange 8.

July 30, 2024
Page 3
Act periodic reports to highlight how such factors have impacted your ability to generate,
obtain and preserve adequate amounts of cash to meet your requirements on both the short
and long term. Your expanded discussion should outline available resources including any
strategic initiatives to preserve liquidity similar to your disclosures in your filing of your
Form 8-K on May 23, 2024. Reference is made to Item 303(b)(1) of Regulation S-K and
Section 501.13 of the Financial Reporting Codification.
            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 Ameen Hamady at 202-551-3891 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
August 21, 2023
Chris Lowthert
Chief Financial Officer
Starwood Real Estate Income Trust, Inc.
2340 Collins Avenue
Miami Beach, FL 33139
Re:Starwood Real Estate Income Trust, Inc.
Form 10-K for the year ended December 31, 2022
Filed March 17, 2023
File No. 000-56046
Dear Chris Lowthert:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Matthew Guttin

CORRESP
1
filename1.htm

CORRESP

 Starwood Real Estate Income Trust, Inc.

2340 Collins Avenue

 Miami Beach,
FL 33139

 August 9, 2023

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Real Estate &
Construction

 Washington, DC 20549

Re:
 Starwood Real Estate Income Trust, Inc.

Form 10-K for the year ended December 31, 2022

Filed March 17, 2023

 File No. 000-56046

 Dear Sir or Madam:

This letter sets forth the response of Starwood Real Estate Income Trust, Inc. (the “Company”) to the correspondence from the
Securities and Exchange Commission (“SEC”) dated July 31, 2023 regarding the Company’s Form 10-K for the year ended December 31, 2022, which was filed with the SEC on
March 17, 2023. The SEC’s comment is below, followed by the Company’s response thereto.

 Comment:

Form 10-K for the year ended December 31, 2022

Note 2. Summary of Significant Accounting Policies

Fair Value Measurements, page 112

1.
 We note your response to our prior comment. Please clarify what is meant by “through December 31,
2022, the Company’s loans secured by real estate have been recorded at par value, which approximates fair value and is also equal to the origination cost,” as this contradicts your policy of recording loans secured by real estate at fair
value. If you have been utilizing the discounted cash flow method to value your loans secured by real estate (as well as reviewing market yield data, collateral asset performance, local and macro real estate performance, capital market conditions,
debt yield and loan-to-value ratios and borrower financial condition and performance), and the value derived from such methods was approximately the same as par/cost,
then please clearly state this in your response.

 Response:

Consistent with the SEC’s understanding and the Company’s valuation policy, since origination and through December 31, 2022, the
Company has utilized a discounted cash flow model to value its loans secured by real estate (considering loan features, credit quality of the loans and includes a review of market yield data, collateral asset performance, local and macro real estate
performance, capital market conditions, debt yield, loan-to-value ratios, borrower financial condition and performance, among other factors). The value derived from such
fair value methods was approximately the same as par/cost basis.

 Prospectively, commencing with its June 30, 2023 Form
10-Q filing, the Company will update its fair value measurement disclosure to disclose that the Company is utilizing the discounted cash flow method to value its loans secured by real estate and will provide
the corresponding unobservable inputs utilized in such valuation technique. A draft of this updated disclosure to be included within Note 2. Summary of Significant Accounting Policies – Fair Value Measurements, is included below.

The following table contains the quantitative inputs and assumptions used for items categorized in level 3 of the fair value hierarchy ($ in
thousands):

 June 30, 2023

 Fair Value

 Valuation

Technique

 Unobservable
Inputs

 Weighted
Average

 Impact to
Valuation From an
Increase in
Input

Investments in Real Estate Debt

TBD

Discounted cash flow

Discount rate

TBD

Decrease

 Please contact me if you should need additional information or should you have any questions.

Sincerely,

 Starwood Real Estate Income Trust, Inc.

By:

/s/ Chris Lowthert

Chris Lowthert

Chief Financial Officer and Treasurer

cc:
 Jason W. Goode, Alston & Bird LLP

 2

United States securities and exchange commission logo
July 31, 2023
Chris Lowthert
Chief Financial Officer
Starwood Real Estate Income Trust, Inc.
2340 Collins Avenue
Miami Beach, FL 33139
Re:Starwood Real Estate Income Trust, Inc.
Form 10-K for the year ended December 31, 2022
Filed March 17, 2023
File No. 000-56046
Dear Chris Lowthert:
            We have reviewed your July 20, 2023 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 6, 2023 letter.
Form 10-K for the year ended December 31, 2022
Note 2. Summary of Significant Accounting Policies
Fair Value Measurements, page 112
1.We note your response to our prior comment.  Please clarify what is meant by "through
December 31, 2022, the Company’s loans secured by real estate have been recorded at par
value, which approximates fair value and is also equal to the origination cost," as this
contradicts your policy of recording loans secured by real estate at fair value.  If you have
been utilizing the discounted cash flow method to value your loans secured by real estate
(as well as reviewing market yield data, collateral asset performance, local and macro real
estate performance, capital market conditions, debt yield and loan-to-value ratios and
borrower financial condition and performance), and the value derived from such methods
was approximately the same as par/cost, then please clearly state this in your response.

 FirstName LastNameChris Lowthert
 Comapany NameStarwood Real Estate Income Trust, Inc.
 July 31, 2023 Page 2
 FirstName LastName
Chris Lowthert
Starwood Real Estate Income Trust, Inc.
July 31, 2023
Page 2
            You may contact William Demarest at 202-551-3432 or Kristi Marrone at 202-551-3429
if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Matthew Guttin

CORRESP
1
filename1.htm

CORRESP

 Starwood Real Estate Income Trust, Inc.

2340 Collins Avenue

 Miami Beach,
FL 33139

 July 20, 2023

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Real Estate &
Construction

 Washington, DC 20549

Re:
 Starwood Real Estate Income Trust, Inc.

Form 10-K for the year ended December 31, 2022

Filed March 17, 2023

 File No. 000-56046

 Dear Sir or Madam:

This letter sets forth the response of Starwood Real Estate Income Trust, Inc. (the “Company”) to the correspondence from the
Securities and Exchange Commission (“SEC”) dated July 6, 2023 regarding the Company’s Form 10-K for the year ended December 31, 2022, which was filed with the SEC on
March 17, 2023. The SEC’s comment is below, followed by the Company’s response thereto.

 Comment:

Form 10-K for the year ended December 31, 2022

Note 2. Summary of Significant Accounting Policies

Fair Value Measurements, page 112

1.
 We note that following the initial measurement of loans secured by real estate, the Company will determine fair
value by utilizing or reviewing market yield data, discounted cash flow modeling, collateral asset performance, local or macro real estate performance, capital market conditions, debt yield or loan-to-value ratios, and borrower financial condition and performance. Given this policy, please tell us why the level 3 investments in real estate debt have been valued at cost, as adjusted for changes in
foreign currency.

 Response:

The Company records its loans secured by real estate at fair value in accordance with its policy. Since origination and through
December 31, 2022, the Company’s loans secured by real estate have been recorded at par value, which approximates fair value and is also equal to the origination cost, effectively limiting any changes in fair value to the respective
loan’s par value, given certain loan features provided by each of the individual borrowers (e.g. floating rate, credit spreads, make whole, prepayment), and no underlying change in the credit quality of the loans.

Consistent with the Company’s valuation policy, the Company also reviewed market yield data, discounted cash flow modeling, collateral
asset performance, local and macro real estate performance, capital market conditions, debt yield and loan-to-value ratios and borrower financial condition and
performance, in its quarterly monitoring of its loans secured by real estate.

 Prospectively, commencing with its June 30, 2023 Form
10-Q filing, the Company will update its fair value measurement disclosure to disclose that the Company is utilizing the discounted cash flow method to value its loans secured by real estate and will provide
the corresponding unobservable inputs utilized in such valuation technique. A draft of this updated disclosure to be included within Note 2. Summary of Significant Accounting Policies – Fair Value Measurements, is included below.

The following table contains the quantitative inputs and assumptions used for items categorized in level 3 of the fair value
hierarchy ($ in thousands):

June 30, 2023

Fair Value

Valuation
Technique

Unobservable
Inputs

Weighted
Average

Impact to
Valuation From an
Increase in Input

 Investments in Real Estate Debt

TBD

Discounted cash flow

Discount rate

TBD

Decrease

 Please contact me if you should need additional information or should you have any questions.

Sincerely,

 Starwood Real
Estate Income Trust, Inc.

By:

 /s/ Chris Lowthert

Chris Lowthert

Chief Financial Officer and Treasurer

 cc: Jason W. Goode, Alston & Bird LLP

 2

United States securities and exchange commission logo
July 6, 2023
Chris Lowthert
Chief Financial Officer
Starwood Real Estate Income Trust, Inc.
2340 Collins Avenue
Miami Beach, FL 33139
Re:Starwood Real Estate Income Trust, Inc.
Form 10-K for the year ended December 31, 2022
Filed March 17, 2023
File No. 000-56046
Dear Chris Lowthert:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the year ended December 31, 2022
Note 2. Summary of Significant Accounting Policies
Fair Value Measurements, page 112
1.We note that following the initial measurement of loans secured by real estate, the
Company will determine fair value by utilizing or reviewing market yield data, discounted
cash flow modeling, collateral asset performance, local or macro real estate performance,
capital market conditions, debt yield or loan-to-value ratios, and borrower financial
condition and performance.  Given this policy, please tell us why the level 3 investments
in real estate debt have been valued at cost, as adjusted for changes in foreign currency.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact William Demarest at 202-551-3432 or Kristi Marrone at 202-551-3429

 FirstName LastNameChris Lowthert
 Comapany NameStarwood Real Estate Income Trust, Inc.
 July 6, 2023 Page 2
 FirstName LastName
Chris Lowthert
Starwood Real Estate Income Trust, Inc.
July 6, 2023
Page 2
if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Matthew Guttin

CORRESP
1
filename1.htm

CORRESP

 STARWOOD REAL ESTATE INCOME TRUST, INC.

2340 COLLINS AVENUE

 MIAMI BEACH,
FL 33139

 (305) 695-5500

August 8, 2022

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Starwood Real Estate Income Trust, Inc.

Registration Statement on Form S-11

File No. 333-262589

Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Starwood Real Estate Income Trust, Inc. (the “Company”)
hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement and declare the Registration Statement, as then amended, effective as of 4:30 p.m.,
on August 10, 2022, or as soon as practicable thereafter. The Company also requests the Commission to specifically confirm such effective date and time to the Company in writing.

If you have any questions regarding the foregoing, please contact Jason Goode of Alston & Bird LLP, counsel to the Company, at (404) 881-7986.

 Sincerely,

STARWOOD REAL ESTATE INCOME TRUST, INC.

By:

 /s/ Matthew Guttin

Name:

Matthew Guttin

Title:

Chief Compliance Officer and Secretary

cc:
 Ms. Rosemarie A. Thurston, Alston & Bird LLP

Mr. Jason W. Goode, Alston & Bird LLP

CORRESP
1
filename1.htm

CORRESP

 One Atlantic Center

1201 West Peachtree Street

 Atlanta, GA 30309-3424

404-881-7000

 May 27, 2022

Via EDGAR

Ms. Stacie Gorman

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, DC 20549

Re:
 Starwood Real Estate Income Trust, Inc.

Pre-Effective Amendment No. 1 to

Post-Effective Amendment No. 2 to

Registration Statement on Form S-11

Filed May 27, 2022

 Dear
Ms. Gorman,

 This letter sets forth the response of our client, Starwood Real Estate Income Trust, Inc. (the
“Company”), to the correspondence from the staff (the “Staff”) of the Securities and Exchange Commission dated May 26, 2022. The Company filed today Pre-Effective
Amendment No. 1 (“Amendment No. 1”) to Post-Effective Amendment No. 2 to its Registration Statement on Form S-11 (File
No. 333-249719) (the “Registration Statement”) in response to a comment from the Staff. The comment is below, followed by the Company’s response.

Comment: It appears that your Section 10(a)(3) update for December 31, 2021 financial statements was required by
April 30, 2022. Please provide us with a legal analysis of your compliance with Section 10(a)(3) of the Securities Act of 1933. Please also advise whether you engaged in sales of your securities in the interim, and, to the extent you made
such sales, please advise what consideration you have given to including disclosure regarding the potential violation of Section 5 of the Securities Act.

Response: The Company filed its Annual Report on Form 10-K for the year ended December 31,
2021 on March 28, 2022 (the “2021 Form 10-K”). On March 30, 2022, the Company filed an Exhibits-Only Post-Effective Amendment to its Registration Statement to add the consent of its
independent registered public accounting firm to include in the prospectus such firm’s audit report related to the audited financial statements in the 2021 Form 10-K. On the same date, the Company filed a
supplement to the prospectus that included the 2021 Form 10-K (the “Supplement”). As a result, each investor who received a copy of the prospectus since March 30, 2022 received the
Supplement and therefore a complete copy of the 2021 Form 10-K, which includes the Company’s current audited financial statements.

In response to the comments from the Staff and upon further analysis, the Company included the following Section 5 risk factor disclosure
in Amendment No. 1 as the Company engaged in sales of the Company’s securities after April 30, 2022.

 Alston & Bird LLP

 www.alston.com

 Atlanta   |  Beijing
  |  Brussels   |  Charlotte   |  Dallas   |  Fort Worth   |  London   |  Los Angeles   |  New York
  |  Raleigh   |  San Francisco   |  Silicon Valley   |  Washington, D.C.

 May 27, 2022

Page 2

 We are subject to compliance with securities law which exposes us to potential
liabilities, including potential rescission rights.

 On March 30, 2022, we filed Supplement No. 12 to our prospectus dated
June 2, 2021, which included our Annual Report on Form 10-K for the year ended December 31, 2021. Section 10(a)(3) of the Securities Act requires us to make certain updates to the information in
our prospectus via a post-effective amendment to the registration statement. Although we provided all investors with the current audited financial statements through the supplement filed on March 30, 2022, this did not timely update the
registration statement, which may have caused a potential violation of Section 5 of the Securities Act, which may trigger a right of rescission for certain investors who purchased our common stock during the time the registration statement
was not updated via a post-effective amendment. These stockholders may have the right to rescind their purchase of our common stock and require us to reacquire their shares at a price equal to the price originally paid for such shares with interest,
less the amount of any income received with respect to such shares.

 Please contact me if you should need additional information or have any questions.

 Sincerely,

/s/ Jason W. Goode

Jason W. Goode

cc:    Chris Lowthert, Chief Financial Officer and Treasurer of the Company

Matthew S. Guttin, Chief Compliance Officer and Secretary of the Company

United States securities and exchange commission logo
May 26, 2022
John McCarthy, Jr.
Chief Executive Officer
Starwood Real Estate Income Trust, Inc.
2340 Collins Avenue
Miami Beach, FL 33139
Re:Starwood Real Estate Income Trust, Inc.
Post-Effective Amendment No. 2 to
Registration Statement on Form S-11
Filed May 23, 2022
File No. 333-249719
Dear Mr. McCarthy, Jr.:
            We have reviewed your post-effective amendment and have the following comment.  In
our comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this 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 your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Post-Effective Amendment No. 2 to Form S-11
General
1.It appears that your Section 10(a)(3) update for December 31, 2021 financial statements
was required by April 30, 2022.  Please provide us with a legal analysis of your
compliance with Section 10(a)(3) of the Securities Act of 1933.  Please also advise
whether you engaged in sales of your securities in the interim, and, to the extent you made
such sales, please advise what consideration you have given to including disclosure
regarding the potential violation of Section 5 of the Securities Act.

 FirstName LastNameJohn McCarthy, Jr.
 Comapany NameStarwood Real Estate Income Trust, Inc.
 May 26, 2022 Page 2
 FirstName LastName
John McCarthy, Jr.
Starwood Real Estate Income Trust, Inc.
May 26, 2022
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Stacie Gorman at 202-551-3585 or James Lopez at 202-551-3536 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jason W. Goode, Esq.

United States securities and exchange commission logo
February 22, 2022
John P. McCarthy, Jr.
Chief Executive Officer
Starwood Real Estate Income Trust, Inc.
2340 Collins Avenue
Miami Beach, FL 33139
Re:Starwood Real Estate Income Trust, Inc.
Registration Statement on Form S-11
Filed February 8, 2022
File No. 333-262589
Dear Mr. McCarthy:
            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 Benjamin Holt at 202-551-6614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jason Goode

CORRESP
1
filename1.htm

CORRESP

 STARWOOD REAL ESTATE INCOME TRUST, INC.

1601 WASHINGTON AVENUE, SUITE 800

MIAMI BEACH, FLORIDA 33139

 (305) 695-5500

 May 28, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Re: Starwood Real
Estate Income Trust, Inc.

 Registration Statement on Form S-11

File No. 333-249719

Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Starwood Real Estate Income Trust, Inc. (the “Company”)
hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement and declare the Registration Statement, as then amended, effective as of 4:30 p.m.,
on June 2, 2021, or as soon as practicable thereafter. The Company also requests the Commission to specifically confirm such effective date and time to the Company in writing.

If you have any questions regarding the foregoing, please contact Jason Goode of Alston & Bird LLP, counsel to the Company, at (404) 881-7986.

 Sincerely,

STARWOOD REAL ESTATE INCOME TRUST, INC.

By:

/s/ Matthew Guttin

Name:

Matthew Guttin

Title:

Chief Compliance Officer and Secretary

cc:
 Ms. Rosemarie A. Thurston, Alston & Bird LLP

Mr. Jason W. Goode, Alston & Bird LLP

United States securities and exchange commission logo
November 4, 2020
Barry S. Sternlicht
Chairman
Starwood Real Estate Income Trust, Inc.
1601 Washington Avenue, Suite 800
Miami Beach, FL 33139
Re:Starwood Real Estate Income Trust, Inc.
Registration Statement on Form S-11
Filed October 29, 2020
File No. 333-249719
Dear Mr. Sternlicht:
            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:       Rosemarie A. Thurston

August 28, 2019
Dave Guiteau
Chief Financial Officer
Starwood Real Estate Income Trust, Inc.
1601 Washington Avenue
Suite 800
Miami Beach, FL 33139
Re:Starwood Real Estate Income Trust, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 28, 2019
File No. 333-220997
Form 10-Q for the Fiscal Quarter Ended March 31, 2019
Filed May 14, 2019
File No. 000-56046
Dear Mr. Guiteau:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

CORRESP

 August 21, 2019

VIA EDGAR

 Isaac Esquivel

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Starwood Real Estate Income Trust, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed March 28, 2019

File No. 333-220997

Form 10-Q for the Quarter Ended March 31, 2019

Filed May 14, 2019

File No. 000-56046

Ladies and Gentlemen:

 On behalf of Starwood Real Estate Income
Trust, Inc. (the “Company”), we hereby file with the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission responses to the comment from the Staff’s comment letter dated
August 9, 2019 relating to the above-referenced annual and quarterly filings on Form 10-K and Form 10-Q.

To assist your review, we have retyped the text of the Staff’s comments that the Company is responding to in this letter in italics below.

Form 10-Q for the Quarter Ended March 31, 2019

Net Asset Value, page 25

1.
 We note that you have acquired real estate investments that are material to your calculation of NAV. Please
confirm to us that you will include a description of your valuation guidelines for these investments in future periodic filings when material changes in NAV are reported. The disclosure should include primary valuation method(s) and key assumptions
used to determine the fair value of the investments.

 Response

The Company confirms that it will include the requested information in future periodic filings when material changes in NAV are reported. The requested changes
can be found in the Company’s Form 10-Q for the Quarter Ended June 30, 2019 filed August 12, 2019 on page 31. This information is also provided in supplements to the prospectus of the Company,
dated April 16, 2019 (as supplemented to date, the “Prospectus” File No. 333-220997) where the transaction price for each class of the Company’s common stock is disclosed.

* * * * * * * *

 Please do not hesitate to call
me at (203) 422-7775 with any questions or further comments regarding this submission or if you wish to discuss the above response.

Very truly yours,

 /s/ Matthew
Guttin

 Matthew Guttin

cc:
 Dave Guiteau

John P. McCarthy, Jr.

August 9, 2019
Dave Guiteau
Chief Financial Officer
Starwood Real Estate Income Trust, Inc.
1601 Washington Avenue
Suite 800
Miami Beach, FL 33139
Re:Starwood Real Estate Income Trust, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 28, 2019
File No. 333-220997
Form 10-Q for the Quarter Ended March 31, 2019
Filed May 14, 2019
File No. 000-56046
Dear Mr. Guiteau:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q for the Quarter Ended March 31, 2019
Net Asset Value, page 25
1.We note that you have acquired real estate investments that are material to your
calculation of NAV.  Please confirm to us that you will include a description of your
valuation guidelines for these investments in future periodic filings when material changes
in NAV are reported.  The disclosure should include primary valuation method(s) and key
assumptions used to determine the fair value of the investments.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or

 FirstName LastNameDave Guiteau
 Comapany NameStarwood Real Estate Income Trust, Inc.
 August 9, 2019 Page 2
 FirstName LastName
Dave Guiteau
Starwood Real Estate Income Trust, Inc.
August 9, 2019
Page 2
absence of action by the staff.
            You may contact Isaac Esquivel at (202) 551-3395 or Kristi Marrone at (202) 551-3429
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

CORRESP

 December 26, 2017

VIA EDGAR AND FACSIMILE

 United States Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
Starwood Real Estate Income Trust, Inc.

 Registration Statement on Form S-11

 File No. 333-220997

Acceleration Request

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Starwood Real Estate Income Trust, Inc.
(the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement and declare the Registration
Statement, as then amended, effective as of 12:00 p.m. on December 27, 2017, or as soon thereafter as practicable. The Company also requests the Commission to specifically confirm such effective date and time to the Company in writing.

If you have any questions regarding the foregoing, please contact Jason Goode of Alston & Bird LLP, counsel to the Company, at (404) 881-7986.

 Sincerely,

/s/ John P. McCarthy, Jr.

 John P. McCarthy, Jr.

 Chief Executive
Officer and President

cc:
Ms. Rosemarie A. Thurston, Alston & Bird LLP

 Mr. Jason W. Goode,
Alston & Bird LLP

CORRESP
1
filename1.htm

CORRESP

 One Atlantic Center

1201 West Peachtree Street

 Atlanta, GA
30309-3424

 404-881-7000    |    Fax: 404-881-7777

Rosemarie A. Thurston

 Direct Dial: 404-881-4417

Email: rosemarie.thurston@alston.com

 December 26, 2017

VIA EDGAR

 Mr. Coy Garrison

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street NE

 Mail Stop 3233

Washington, DC 20549

Re:
Starwood Real Estate Income Trust, Inc.

 Registration Statement on Form S-11

 Filed December 20, 2017

File No. 333-220997

Dear Mr. Garrison,

 This letter is in
reference to the filing on December 20, 2017 of Pre-Effective Amendment No. 1 to the Registration Statement on Form S-11 (the “Amendment”) by our client, Starwood Real Estate Income Trust, Inc. (the “Company”). In
response to the Amendment, counsel for the Company consulted with the staff of the Securities and Exchange Commission (the “Staff”) regarding the Amendment and the Staff informed counsel that a consent of the Company’s
independent valuation advisor would not be required for those periods where the independent valuation advisor confirms via a negative assurance letter the reasonableness of the valuations prepared by the Company’s advisor. The Staff requested
that the Company provide supplemental confirmation to the Staff whether the Company would receive the independent valuation advisor’s confirmation of reasonableness via a negative assurance letter and to undertake to revise the disclosure in
the Company’s 424(b)(2) final prospectus to include references to the negative assurance letter. The Company hereby confirms that it will receive a confirmation of reasonableness via a negative assurance letter from its independent valuation
advisor for those months that are not a quarter-end and will revise the disclosure in its 424(b)(3) final prospectus to reflect this. As a result, it is the Company’s understanding based on counsel’s
conversations with the Staff that the Company will not be required to file a consent of the independent valuation advisor for the Company’s net asset value calculations for months that are not a quarter-end where the Company receives the
confirmation of reasonableness via a negative assurance letter.

 Sincerely,

/s/ Rosemarie A. Thurston

Rosemarie A. Thurston

 cc:
Ellis Rinaldi, Starwood Capital Group, Inc.

 Alson & Bird LLP

 www.alston.com

 Atlanta    |

Beijing    |

Brussels    |

Charlotte    |

Dallas    |

Los Angeles    |

New York    |

Research Triangle    |

San Francisco    |

Silicon Valley    |

Washington, D.C.

CORRESP
1
filename1.htm

CORRESP

 One Atlantic Center

1201 West Peachtree Street

 Atlanta,
GA 30309-3424

 404-881-7000 | Fax: 404-881-7777

Rosemarie A. Thurston

Direct Dial: 404-881-4417

Email: rosemarie.thurston@alston.com

 November 7, 2017

VIA EDGAR

 Mr. Coy Garrison

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street NE

 Mail Stop 3233

Washington, DC 20549

Re:
Starwood Real Estate Income Trust, Inc.

 Registration Statement on Form S-11

 Filed October 18, 2017

File No. 333-220997

Dear Mr. Garrison,

 This letter sets forth
the confidential response of our client, Starwood Real Estate Income Trust, Inc. (the “Company”), to the correspondence from the staff (the “Staff”) of the Securities and Exchange Commission (the
“SEC”) dated November 2, 2017, which provided comments to the Company’s registration statement on Form S-11 (the “Registration Statement”) that was filed with the
SEC on October 18, 2017. For convenience of reference, we have included your comments below, followed by the Company’s responses thereto.

General

 1.     Comment:
    We note your disclosure on page 145 that “[t]he independent valuation advisor will also provide an opinion on the reasonableness of the internal valuations prepared by the Advisor.” Please tell us whether the
independent valuation advisor will provide a third party written consent specifically referencing the delivery of an opinion of reasonableness in future filings disclosing your NAV. Please see Rule 436(a).

Response:     The Company does not anticipate quoting or summarizing any portion of the opinion of reasonableness
prepared by the independent valuation advisor in future filings of the Registration Statement or the prospectus which forms a part of the Registration Statement (the “Prospectus”). The Company confirms that if any such quotations or
summarization are included in future filings of the Registration Statement or the Prospectus, the written consent of the Company’s independent valuation advisor shall be filed as an exhibit and shall expressly state that the
independent valuation advisor consents to such quotation or summarization, as required by Rule 436(a).

 Alston & Bird LLP

www.alston.com

Atlanta | Beijing | Brussels | Charlotte | Dallas | Los Angeles | New York | Research Triangle | San Francisco | Silicon Valley | Washington, D.C.

 Mr. Coy Garrison

November 7, 2017

 Page 2

2.     Comment:     We note the opinion of counsel as to the legality of the shares, which states that “as
of the date hereof, there are more than 241,545,894 Class T Shares, more than 241,545,894 Class S Shares…available for issuance under the Charter.” We note that these numbers of Class T and Class S shares do not appear
to contemplate the issuance of any Class T and Class S shares pursuant to the DRIP. Please either revise the opinion to acknowledge the availability for issuance of additional Class T and Class S Shares under the Charter, or
provide your analysis as to why this statement is appropriate. Please see Staff Legal Bulletin No. 19, Legality and Tax Opinions in Registered Offerings.

Response:     The Company undertakes to file a revised Form of Opinion of Venable LLP as to Legality of Securities
as an exhibit to a future Pre-Effective Amendment to the Registration Statement stating that there are more than 243,236,715 shares of the Company’s Class T and Class S common stock
(respectively, the “Class T Shares” and the “Class S Shares”) available for issuance under the Company’s Articles of Amendment and Restatement. Such updated figure reflects
that (i) up to 193,236,715 Class T Shares or Class S Shares may be sold in the Company’s public offering at an initial price per share of $20.70 for aggregate proceeds of $4,000,000,000 and (ii) up to 50,000,000 Class T
Shares or Class S Shares may be issued under the Company’s distribution reinvestment plan at an initial price per share of $20.00 for aggregate proceeds of $1,000,000,000.

Please contact me if you should need additional information or should you have any questions. Please note that, as instructed by the
correspondence from the Staff dated October 4, 2017, the Company has been in contact with Ms. Rochelle Plesset in the Division of Investment Management of the SEC. Based on this communication, the Company will revise the prospectus which
forms a part of the Registration Statement as requested by Ms. Plesset in a future Pre-Effective Amendment to the Registration Statement.

Sincerely,

/s/ Rosemarie A. Thurston

Rosemarie A. Thurston

 cc:
Ellis Rinaldi, Starwood Capital Group, Inc.

 2

Mail Stop 3233
November 2, 2017

Via E -Mail
Barry S. Sternlicht
Starwood REIT Advisors, L.L.C.
1601 Washington Avenue
Suite 800
Miami Beach, FL 33139

Re: Starwood Real Estate Income Trust, Inc.
Registration Statement on Form S-11
Filed October 18, 2017
  File No. 333-220997

Dear Mr. Sternlicht :

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

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not be lieve 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.

Net Asset Value Calcu lation and Valuation Guidelines

Our Independent Valuation Advisor, page 145

1. We note your disclosure on page 145 that “[t] he independent valuation advisor will also
provide an opinion on the reasonableness of the internal valuations prepared by the
Adviso r.”  Please tell us whether the independent valuation advisor will provide a third
party written consent specifically referencing the delivery of an opinion of
reasonableness in future filings disclosing your NAV.  Please see Rule 436(a).

Exhibit 5.1

2. We note the opinion of counsel as to the legality of the shares, which states that “ as of the
date hereof, there are more than 241,545,894 Class T Shares, more than 241,545,894

Barry S. Sternlicht
Starwood Real Estate Income Trust, Inc.
November 2, 2017
Page 2

 Class S Shares …available for issuance under the Charter .”  We note that these nu mbers
of Class T and Class S shares do not appear to contemplate the issuance of any Class T
and Class S shares pursuant to the DRIP.   Please either revise the opinion to
acknowledge the availability for issuance of additional Class T and Class S Shares u nder
the Charter, or provide your analysis as to why this statement is appropriate.  Please see
Staff Legal Bulletin No. 19, Legality and Tax Opinions in Registered Offerings.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Isaac Esquivel, Staff Accountant, at (202) 551 -3395 or Kristi Marrone,
Staff Accountant at (202) 551 -3429 if you have questions regarding comments on the financial
statements and related matters. Please contact Bryan Hough, Staff Attorney, at (202) 551 -8625 or
me at (202) 551 -3466 with any other questions.

Sincerely,

 /s/ Coy Garrison

 Coy Garrison
Special Co unsel
Office of Real Estate and
Commodities

cc:  Rosemarie A. Thurston, Esq. (Via E -Mail)
Alston & Bird LLP

CORRESP
1
filename1.htm

CORRESP

 One Atlantic Center

1201 West Peachtree Street

 Atlanta,
GA 30309-3424

 404-881-7000 | Fax: 404-881-7777

Rosemarie A. Thurston

Direct Dial:
404-881-4417

Email: rosemarie.thurston@alston.com

 October 17, 2017

VIA EDGAR AND UPS NEXT-DAY AIR DELIVERY

<GARRISONC@SEC.GOV>

Mr. Coy Garrison

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Mail Stop 3233

Washington, DC 20549

Re:
Starwood Real Estate Income Trust, Inc.

 Draft Registration Statement on Form S-11

 Filed October 17, 2017

CIK No. 0001711929

 This
letter sets forth the confidential response of our client, Starwood Real Estate Income Trust, Inc. (the “Company”), to the correspondence from the staff (the “Staff”) of the Securities and Exchange Commission (the
“SEC”) dated October 4, 2017, which provided comments to Amendment No. 1 to the Company’s draft registration statement on Form S-11 that was confidentially submitted to the SEC
on September 15, 2017. In connection with the submission of this correspondence, the Company publicly filed its Registration Statement on Form S-11 (the
“S-11”) with the Commission via EDGAR. For convenience of reference, we have included your comments below, followed by the Company’s responses thereto.

General

 1. Comment: We understand that if the
Advisor elects to receive any portion of its management fee in Class I shares, you may repurchase such Class I shares from the Advisor at a later date and any such repurchases will not be subject to the repurchase limits of your share
repurchase plan. Please provide a brief legal analysis of the applicability of the tender offer rules, including Rule 13e-4 and Regulation 14E, to any such repurchases.

Response: The Company submits that the repurchase (the “Fee Repurchase”) of shares of its Class I common stock (the
“Class I Shares”) issued to Starwood REIT Advisors, LLC (the “Advisor”) in connection with the payment of a management fee does not constitute a tender offer. In reaching this conclusion, the Company analyzed the
repurchase program in light of the multi-factor test set forth in Wellman v. Dickinson, 475 F. Supp. 783 (S.D.N.Y. 1979), which regularly has been applied by the Commission and the Staff in determining whether a share repurchase program of an
issuer constitute a

 Alston & Bird LLP

 www.alston.com

Atlanta  |  Beijing  |  Brussels  |  Charlotte  |  Dallas
 |  Los Angeles  |  New York  |  Research Triangle  |  San Francisco  |  Silicon Valley  |  Washington,
D.C.

 Mr. Coy Garrison

October 17, 2017

  Page
 2

tender offer.1 Because the Fee Repurchase should not constitute a tender offer by the Company, the structural protections and requirements
related to a tender offer, including those set forth in Rule 13e-4 and Regulation 14E, should not be applied to the Fee Repurchase.

Summary of the Management Fee and the Fee Repurchase

As disclosed on pages 24 and 131 of the prospectus which forms a part of the S-11 (the
“Prospectus”) and Section 10 of the Form of Advisory Agreement among the Company, the Advisor and Starwood REIT Operating Partnership, L.P. (the “Operating Partnership”), a copy of which has been provided to
the Staff as an exhibit to the S-11, the Company will pay the Advisor a monthly management fee equal to 1.25% of the Company’s net asset value (“NAV”) per annum. The management fee may be
paid, at the Advisor’s election, in cash, Class I Shares or Class I units of the Operating Partnership. The Advisor may elect to have the Company repurchase such shares or units at a later date, at a price per share or unit, as
applicable, equal to the NAV per Class I Share as of the date of such repurchase. Such repurchases will not be subject to the repurchase limits of the Company’s share repurchase plan or any early repurchase deduction.

Analysis of the Wellman Factors

An analysis of the Wellman factors demonstrates that the Fee Repurchase should not be viewed as a tender offer.2 Set forth below are each of the factors detailed by Wellman as indicative of a tender offer along with the Company’s analysis of their applicability to the Fee Repurchase.

(i) Active and widespread solicitation of public stockholders for the shares of an issuer. The Fee Repurchase does not entail
active or widespread solicitation by the Company. First, the Company does not intend to have significant or regular communications with the Advisor about its right to effect a Fee Repurchase. The terms of the Fee Repurchase are set forth in both
Prospectus and the Advisory Agreement solely to detail the Advisor’s rights with respect to the management fee. Should the Advisor desire to request a Fee Repurchase, it will act of its own volition and not at the behest, invitation or
encouragement of the Company. The Company’s role in facilitating and effectuating the Fee Repurchase will be ministerial rather than active. Moreover, any such communications by the Company in connection with the Fee Repurchase will relate
exclusively to the Class I Shares held by the Advisor. This narrow focus on a single stockholder falls far short of the “widespread” solicitation detailed by the court in Wellman.

(ii) The offer to purchase is made at a premium over the prevailing market price. There is no established regular trading market
for the Class I Shares, and thus there is no prevailing market price for the Class I Shares. However, the Company confirms that no premium will be paid in connection with the Fee Repurchase over the purchase price per
Class I Share under the Company’s initial public offering (the “Offering”). As disclosed throughout the Prospectus, the Company will offer Class I Shares at a purchase price per share equal to the most recently
determined NAV per Class I Share. Such per share offering

1
The term “tender offer” is not defined in Regulation 14E or Rule 13e-4 promulgated under the Exchange Act.

2
 The absence of one particular factor does not necessarily mean the
non-existence of an issuer tender offer and depending upon the circumstances involved in the particular case, one or more of the factors may be found more compelling and determinative than the others. See
Wellman, 475 F. Supp. at 824.

 Mr. Coy Garrison

October 17, 2017

  Page
 3

price mirrors the amount payable to the Advisor per Class I Share in connection with the Fee Repurchase, or the NAV per Class I Share on the date of repurchase.

(iii) The solicitation is made for a substantial percentage of the issuer’s stock. As noted above, the Company does not
intend to solicit any repurchase requests by the Advisor in connection with the Fee Repurchase. Should the Company make such solicitations, however, the amount of Class I Shares owned by the Advisor will represent a comparatively minimal
percentage of the Company’s stock. As detailed above, the management fee payable to the Advisor shall equal 1.25% of NAV per annum. Should the Advisor elect to receive the entirety of such management fee in Class I Shares, the amount of
Class I Shares held by the Advisor still would not represent a “substantial percentage” of the Company’s outstanding shares of common stock.

(iv) The terms of the offer are firm, rather than negotiable. The Company acknowledges that the process by which the Advisor may
request the Fee Repurchase firmly are set forth in the Advisory Agreement. The Company notes, however, that while the repurchase price in connection with the Fee Repurchase is not negotiable, such repurchase price per Class I Share is not
static but rather will fluctuate according to the most recently determined NAV per Class I Share. Rule 13e-4 attempts to eliminate a pressure to stockholder caused by “a high premium with a threat
that the offer will disappear within a certain time.”3 Where these factors exist, firmness of the terms of the offer may have the effect of exacerbating the pressure. This concern, however,
is not present with respect to the Fee Repurchase. As previously discussed, the Fee Repurchase does not represent the payment of a premium for Class I Shares held by the Advisor. Moreover, the Company expects that the Advisor’s opportunity
to request the Fee Repurchase to exist indefinitely (subject the Advisor’s continued engagement as external management of the Company) and therefore that the firmness of the process would not create or exacerbate any pressure on the Advisor.

 (v) The offer is contingent on the tender of a fixed number of shares. The Fee Repurchase is not contingent on a fixed
number of Class I Shares being submitted for repurchase. The Advisor has the choice to request that the Issuer repurchase none, all or a portion of its Class I Shares received in connection with the management fee at any time following the
date on such management fee is paid.

 (vi) The offer is open only for a limited period of time. The Fee Repurchase
will remain open for an indefinite period of time. The Advisor’s rights to request the Fee Repurchase are defined by the Advisory Agreement and shall continue until such time as the Advisory Agreement is either amended or terminated.

(vii) The offeree is subjected to pressure to sell. As noted above, the Company does not anticipate encouraging, inviting,
soliciting or in any way pressuring the Advisor to request the Fee Repurchase and will not offer to repurchase the Class I Shares held by the Advisor at a premium.

(viii) A public announcement of an acquisition program prior to the accumulation of stock by a purchaser, followed by a rapid
accumulation of a large amount of securities.4 The Advisory Agreement setting forth the Advisor’s rights in connection with the Fee Repurchase shall be executed in connection with the
launch of the Issuer’s Offering. The commencement of an initial public offering is the exact opposite of the circumstances detailed by Wellman in which the Company has begun a campaign to consolidate control through the accumulation of
outstanding shares of its common stock.

3
See Brascan Ltd. v. Edper Equities, 477 F. Supp. 773, 792 (S.D.N.Y. 1979).

4
The Wellman case did not include the eighth factor but acknowledged the Commission had listed an eighth factor in Hoover v. Fuqua Industries, Inc. See Wellman, 475 F. Supp. at 824.

 Mr. Coy Garrison

October 17, 2017

  Page
 4

 The Fee Repurchase Withstands a “Totality of Circumstances” Analysis

The Company notes that courts have rejected a rigid application of the Wellman test and have, instead, applied what the Issuer considers
a reasonable “totality of circumstances” analysis.5 This analysis looks to all the circumstances surrounding the transaction to determine whether the chief objectives of the tender offer
rules and regulations are being met, specifically, to remove the element of secrecy and undue pressure associated with such transaction and to provide stockholders with adequate information to make an informed investment decision in connection
therewith.6 The Company respectfully submits that the Fee Repurchase clearly withstands such a “totality of circumstances” analysis. As detailed above, the terms of the Fee Repurchase do
not fall into any of the categories which Wellman detailed as indicative of a tender offer.

 The Company further submits that the
protections afforded to stockholders by the tender offer, including Rule 13e-4 and Regulation 14E, are unnecessary to protect the Advisor in its determination of whether to request the Fee Repurchase. The
tender offer protections generally guard against the “substantial risk of ill-considered sales” made “by ill-informed shareholders.”7 Here, the Advisor is well-informed as it is responsible for the ongoing management of the Company’s investments and operations. Moreover, the terms of the management fee, including the Fee
Repurchase, generally incentivize the Advisor to increase its stake in the Company in lieu of receiving a commensurate amount of cash, which serves to further align the Advisor’s ongoing economic interests with those of the Company’s
stockholders.

 2.     Comment: We note your response to comment 9 and your disclosure beginning on page 28. Please note that we
have referred your analysis regarding your exemptions from the Investment Company Act of 1940 to the Division of Investment Management and they will contact you directly when they have completed their review.

Response: Acknowledged.

 3.
    Comment: We note your response to comment 6. In your future monthly NAV prospectus supplements, please include disclosure that briefly identifies and explains the roles of the parties involved in your NAV
determination. Please also confirm that, when available, you will provide comparable breakdowns of the major components of NAV for the prior month.

5
See Hanson Trust PLC v. SCM Corp., 774 F.2d 47 (2d. Cir. 1985); see also Pin v. Texaco Inc., 793 F.2d 1448, 145455 (5th Cir. 1986) (applying same analysis to issuer tender offer case).

6
See, e.g., Wellman, 475 F. Supp. at 821-23; Pin, 793 F. Supp. at 1454; Hanson Trust, 774 F.2d at 54-56.

7
 See Hanson Trust, 774 F.2d at 58.

 Mr. Coy Garrison

October 17, 2017

  Page
 5

 Response: The Company confirms that it will provide the requested disclosure in future
monthly NAV prospectus supplements. The Company supplementally has provided an updated template of its NAV disclosure.

 Conflicts of Interest, page 137

 4.     Comment: We note your response to comment 12. Please revise your disclosure to include the amount of aggregate
unused investing capacity for the Select Opportunistic Starwood Accounts and to clarify the number of Select Opportunistic Starwood Accounts that have priority over you with respect to certain investments.

Response:     The Company has revised the disclosure throughout the Prospectus as requested.

Prior Performance, page 159

 5.
    Comment: We note your response to comment 14 that Starwood Capital did not have investment acquisition discretion for the relevant vehicles, including Starwood Waypoint Homes following its spin-off from Starwood Property Trust in 2014. However, we note from filings by Starwood Waypoint Homes that subsequent to the 2014 spin-off, that entity was externally
managed by an affiliate of Starwood Capital, which appeared to have discretion to make investments within very broad investment guidelines. Please explain to us why you believe Starwood Capital, through its affiliate, did not have investment
acquisition discretion over Starwood Waypoint Homes subsequent to the 2014 spin-off.

 Response:
    The Company has revised the disclosure on pages 160 through 163 and the Table III disclosure appearing on Page A-7 to reflect that Starwood Capital had investment acquisition
discretion over Starwood Waypoint Homes for a finite period following its spin-off from Starwood Property Trust.

Appendix A: Prior Performance Tables Page A-1

6.     Comment: We note your response to comment 16. Please revise the footnotes to Table I to clarify the dates of the initial
public offerings and to distinguish the amounts offered and raised pursuant to the initial public offerings and additional offerings by these entities.

Response: The Company has revised the footnotes to Table I, appearing on page A-2 of the
Prospectus, as requested.

 Please contact me if you should need additional information or should have questions.

Sincerely,

/s/ Rosemarie A. Thurston

Rosemarie A. Thurston

Mail Stop 3233
October 4, 2017

Via E -Mail
Barry S. Sternlicht
Starwood REIT Advisors, L.L.C.
1601 Washington Avenue
Suite 800
Miami Beach, FL 33139

Re: Starwood Real Estate Income Trust, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-11
Submitted September 15, 2017
  CIK No. 0001711929

Dear Mr. Sternlicht :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may 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 ap ply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

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

General

1. We understand that if the Advisor elects to receive any portion of its management fee in
Class I shares, you may repurchase such Cl ass I shares from the Advisor at a later date
and any such repurchases will not be subject to the repurchase limits of your share
repurchase plan.  Please provide a brief legal analysis of the applicability of the tender
offer rules, including Rule 13e -4 and Regulation 14E, to any such repurchases.

2. We note your response to comment 9 and your disclosure beginning on page 28.  Please
note that w e have referred your analysis regarding your exemptions from the Investment
Company Act of 1940 to the Division of Investment Management and they will contact
you directly when they have completed their review.

Barry S. Sternlicht
Starwood Real Estate Income Trust, Inc.
October 4, 2017
Page 2

3. We note your response to comment 6.  In your future monthly NAV prospectus
supplements, please include disclosure that briefly identifies and explains the role s of the
parties involved  in your NAV determination.  Please also confirm that, when available,
you will provide comparable breakdowns of the major components of NAV for the prior
month.

Conflicts of Interest, page 137

4. We note your response to comment 12.  Please revise your disclosure to include the
amount of aggregate unused investing capacity for the Select Opportunistic Starwood
Accounts and to clarify the number of Select Opportunistic Starwood Accounts that have
priority over you with respect to c ertain investments.

Prior Performance, page 159

5. We note your response to comment 14 that Starwood Capital did not have investment
acquisition discretion for the relevant vehicles, including Starwood Waypoint Homes
following its spin -off from Starwood P roperty Trust in 2014.  However, we note from
filings by Starwood Waypoint Homes that subsequent to the 2014 spin -off, that entity
was externally managed by an affiliate of Starwood Capital, which appeared to have
discretion to make investments within very  broad investment guidelines.  Please explain
to us why you believe Starwood Capital, through its affiliate, did not have investment
acquisition discretion over Starwood Waypoint Homes subsequent to the 2014 spin -off.

Appendix A: Prior Performance Tab les, page A -1

6. We note your response to comment 16.  Please revise the footnotes to Table I to clarify
the dates of the initial public offerings and to distinguish the amounts offered and raised
pursuant to the initial public offerings and additional offer ings by these entities.

Barry S. Sternlicht
Starwood Real Estate Income Trust, Inc.
October 4, 2017
Page 3

 You may contact Isaac Esquivel, Staff Accountant, at (202) 551 -3395 or Kristi Marrone,
Staff Accountant at (202) 551 -3429 if you have questions regarding comments on the financial
statements and related matters. With respect to questions relating to our comment regarding the
Investment Company Act, please contact Rochelle Plesset in the Division of Investment
Management at (202) 551 -6840.   Please contact Bryan Hough, Staff Attorney, at (202) 551 -8625
or me at (202) 551 -3466 with any other questions.

Sincerely,

 /s/ Coy Garrison

Coy Garrison
Special Counsel
Office of Real Estate and
Commodities

cc:  Rosemarie A. Thurston, Esq. (Via E -Mail)
Alston & Bird LLP

Mail Stop 3233
September 8, 2017

Via E -Mail
Barry S. Sternlicht
Starwood REIT Advisors, L.L.C.
1601 Washington Avenue
Suite 800
Miami Beach, FL 33139

Re: Starwood Real Estate Income Trust, Inc.
Draft Registration Statement on Form S-11
Submitted August 11, 2017
  CIK No. 0001711929

Dear Mr. Sternlicht :

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

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

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

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 submit all written sales material  proposed to be transmitted to prospective
investors, orally or in writing, including that inte nded for broker -dealer use only. Please
be aware that we will need time to review such material .  In add ition, note that sales
material  must set forth a balanced presentation of the risks and rewards to investors and
should not contain any information o r disclosure that is not contained in or derived from
the prospectus.  For guidance, please refer to Item 19.D of Industry Guide 5.  Please also

Barry S. Sternlicht
Starwood Real Estate Income Trust, Inc.
September 8, 2017
Page 2

 confirm that you will continue to provide us sales material  prior to use for the duration of
the registered of fering.

3. Please be advised that you are responsible for analyzing the applicability of the tender
offer rules, including Rule 13e -4 and Regulation 14E, to your share repurchase plan.   We
urge you to consider all the elements of your share repurchase plan in determi ning
whether the program is consistent with relief granted by the Division of Corporation
Finance in prior no action letters.  To the extent you are relying on Blackstone Real
Estate Income Trust, Inc. (Letter dated September 12, 2016), Rich Uncles NNN REI T,
Inc. (Letter dated December 21, 2016), Hines Global REIT II, Inc. (Letter dated April 26,
2017) , or Black Creek Diversified Property Fund Inc. (Letter dated September 1, 2017)
please provide us with an analysis as to how your plan is consistent with such relief.  To
the extent you have questions as to whether the plan is entirely consistent with the relief
previously granted by the Division of Corporation Finance, you may contact the
Division’s Office of Mergers and Acquisitions at 202 -551-3440.

4. We note that you may conduct the share repurchase program during the offering period of
the shares being registered under this registration st atement. Please be advised that you
are responsible for analyzing the applicability of Regulation M to your share repurchase
program. We urge you to consider all the elements of your share repurchase program in
determining whether the program is consistent  with the class relief granted by the
Division of Market Regulation in the class exemptive letter granted Alston & Bird LLP
dated October 22, 2007. To the extent you have questions as to whether the program is
entirely consistent with that class exemption you may contact the Division of Trading and
Markets at 202 -551-5777.

5. We note your disclosure on your prospectus cover page that purchase orders received
from  your sponsor, its affiliates and your directors and officers  will count to wards
meeting the minimum offering requirement. Please revise to disclose the maximum
amount of such possible purchases and that any such purchases will be for investment
and not resale. Refer to Release No. 33 -6455, Question 79 (Mar. 3, 1983).

6. Please provide us, on a supplemental basis, with your template for future NAV
disclosures.

7. Please provide the disclosure required by Item 505 of Regulation S -K.

Prospectus Summary

What Competitive Strengths Does the Advisor Offer?, page 2

8. We note your discl osure on page 3 that “[d] uring the five years ended December 31,
2016, three real estate investment programs managed by Starwood Capital completed
their operations, delivering an annualized return on investment of 14%, 21% and 8%,

Barry S. Sternlicht
Starwood Real Estate Income Trust, Inc.
September 8, 2017
Page 3

 respectively .”  We also n ote your disclosure on page A -7 that the prior programs to which
these returns on investment relate do not have investment objectives similar to yours.
Please remove the return information relating to these prior programs  from the prospectus
summary secti on.

Investment Guidelines, page 99

9. Please disclose the limit, if any, of the percentage of your assets that may be invested in
real estate -related debt.

The Advisory Agreement

Term and Termination Rights, page 118

10. We note your disclosure on page 118 that i n the event the Advisory Agreement is
terminated, your Advisor will be entitled to receive its prorated management fee through
the date of termination .  Please also disclose here the fact that i n the event the Advisory
Agreement is terminated, the Special Limited Partner will receive a distribution of any
accrued performance participation with respect to all Operating Partnership units as of the
date of such termination .

Compensation , page 122

11. We note your disc losure that the management fee  and performance participation interest
may be paid, at your Advis or’s or Special Limited Partner’s election,  in cash, Class I
shares  or Class I units, as applicable , and that you may repurchase such shares or units at
a later date .  Please disclose the pr ice at which you will repurchase such shares or units  to
the extent you elect to repurchase such shares or units with cash .

Conflicts of Interest, page 133

12. Please expand  your disclosure to provide insight into the size of the  Other Starwood
Account that holds four shopping malls in the United States, the European Hotel
Account, and the Select Opportunistic Starwood Accounts.  Please also clarify whether
these accounts are included in the thirteen prior programs discussed  in yo ur Prior
Performance disclosure.

Prior Performance, page 154

13. Please note that aggregate figures should be presented separately for public and non -
public p rograms. Please revise your disclosure accordingly or tell us why you believe it is
not material. Refer to Item 8.A.1 of Industry Guide 5.

Barry S. Sternlicht
Starwood Real Estate Income Trust, Inc.
September 8, 2017
Page 4

 14. We note your disclosure on page 1 54 that the information presented in this section
exclu des TRI Point e Group, Inc. , Starwood Waypoint Homes and separately managed
accounts, co-investment accounts and other vehicles for which Starwood Capital does not
have investment acquisition discretion unless otherwise noted. Please provide us your
analysis of how you determined that these  entities and  accounts are not programs under
Industry Guide 5.

Investments, page 155

15. Please revise to include the percentage o f aggregate investments made by the prior
programs and their related co-investment entities  in real property (based on purchase
prices) of new, used or construction properties, as applicable, or tell us why such
disclosure is not necessary. Refer to Item 8.A.1 of Industry Guide 5.

Appendix A:  Prior Performance Tables

16. We note from page 157 that the only prior program that closed in the last three years
appears to be SOF X  and the only prior programs that closed in the last five years appear
to be Starwood European Real Estate Finance Limited, SOF IX and SOF X .  Please tell
us how you determined that it is appropriate to include  Starwood Property Trust a nd
Starwood European Real Estate Finance Limited in Table  I.  Please also tell us how you
determined that it is appropriate to include Starwood Property Trust in Table III .  Refer to
Appendix II to Industry Guide 5.

17. We note that you consider Starwood Property Trust, Inc. to have a similar investment
objectiv e to yours.  We also note that according to Starwood Property Trust, Inc.’s Form
10-K for the fiscal year ended December 31, 2016 , that company  sold an operating
property in March 2015 that it had previously acquired from a CMBS trust .  Please tell us
why you have not presented Table V information for the sale of this property.

Table IV, page A -7

18. We note that you have presented average  leverage over the duration of each prior
program presented.  We also note that Disclosure Guidance Topic No. 6, Staff
Observations Regarding Disclosures of Non -Traded Real Estate Investment Trusts ,
suggests that median annual leverage should be presented in Table IV.  Please revise your
disclosure to present media n annual leverage for each prior program presented or tell us
why presenting average  leverage over the duration of each prior program is appropriate.

Item 32. Sales to Special Parties, page II -1

19. We note your disclosure that Starwood Capital or one of its affiliates will invest an
additional $4.8 million in Class I shares prior to the end  of the escrow period .  Please
state the purchase price per share of such Class I shares to be purchased.

Barry S. Sternlicht
Starwood Real Estate Income Trust, Inc.
September 8, 2017
Page 5

You may contact Isaac Esquivel , Staff Accountant , at (202) 551 -3395  or Kristi Marrone ,
Staff Accountant  at (202) 551 -3429  if you have questions regarding comments on the financial
statements and related matters.  Please contact Bryan Hough, Staff Attorney , at (202) 551 -8625
or me at (202) 551 -3466  with any other questions.

Sincerely,

 /s/ Coy Garrison

Coy Garrison
Special Counsel
Office of Real Estate and
Commodities

cc:  Rosemarie A. Thurston , Esq. (Via E -Mail)
 Alston & Bird LLP