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 Terra Property
Trust, Inc.

 205 West 28 th
Street, 12th Floor

 New York, New
York 10001

 March 24, 2026

 VIA EDGAR AND E-MAIL

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Pearlyne Paulemon

 Re:
 Terra
 Property Trust, Inc. (the " Company ") Registration Statement on Form S-4 (File No. 333-293479),
 as amended (the " Registration Statement ")-Acceleration Request

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the " Securities Act "), 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 effective under the Securities Act at 4:00 p.m., Eastern Time, on March 26,
2026, or as soon thereafter as practicable. We also request that the Commission specifically confirm such effective date and time to
us in writing.

 [Signature Page Follows]

 Sincerely,

 TERRA
 PROPERTY TRUST, INC.

 By:
 /s/
 Vikram S. Uppal

 Vikram
 S. Uppal

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 18, 2026

Vikram Uppal
Chief Executive Officer
Terra Property Trust, Inc.
205 West 28th Street, 12th Floor
New York, New York 10001

 Re: Terra Property Trust, Inc.
 Registration Statement on Form S-4
 Filed February 13, 2026
 File No. 333-293479
Dear Vikram Uppal:

 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 David Link at 202-551-3356 with any questions.

 Sincerely,

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

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CORRESP

 Terra Property Trust, Inc.

550 Fifth Avenue, 6th Floor

New York, New York 10036

July 14, 2022

 VIA EDGAR AND E-MAIL

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

 Attention: Nana McLean

Re:
 Terra Property Trust, Inc. (the “Company”) Registration Statement on Form S-4 (File No. 333-265836), as amended (the “Registration Statement”)—Acceleration Request

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), 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 effective under the Securities Act at 4:00 p.m., Eastern Time, on July 18, 2022, or as soon thereafter as practicable. We also request that the Commission specifically confirm such effective date and time
to us in writing.

 [Signature Page Follows]

 Sincerely,

 TERRA PROPERTY TRUST, INC.

 By:

 /s/ Vikram S. Uppal

 Vikram S. Uppal

 Chief Executive Officer

United States securities and exchange commission logo
July 1, 2022
Vikram S. Uppal
Chairman and Chief Executive Officer
Terra Property Trust, Inc.
550 Fifth Avenue, 6th Floor
New York, New York 10036
Re:Terra Property Trust, Inc.
Registration Statement on Form S-4
Filed June 24, 2022
File No. 333-265836
Dear Mr. Uppal:
            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 Nana McLean at 202-551-4741 or Ruairi Regan at 202-551-3269 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael J. Kessler, Esq.

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May 28, 2021

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

    Re:

    Terra Property Trust, Inc.

    Request for Acceleration of Effectiveness

    File No. 333-255321

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Terra Property Trust, Inc. (the “Company”) hereby requests that the
Securities and Exchange Commission (the “Commission”) accelerate the effective date of its Registration Statement on
Form S-11 (File No. 333-255321) and declare the Registration Statement, as then amended, effective as of 4:30 p.m. Eastern
Time on June 2, 2021, or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally requests
via telephone call to the Staff. 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 this request,
please contact Michael J. Kessler of Alston & Bird LLP, counsel to the Company, at (212) 210-9566.

    Sincerely,

    /s/ Gregory M. Pinkus

    Gregory M. Pinkus

    Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary

    cc:
    Rosemarie A. Thurston, Alston & Bird LLP

Michael J. Kessler, Alston & Bird LLP

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Ladenburg
Thalmann & Co. Inc.

640 5th Avenue, 4th Floor

New York, New York 10019

May
28, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F St., NE

Washington, D.C. 20549

Re: Terra Property Trust, Inc.

Registration Statement on Form S-11

File No.: 333-255321

Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended,
Ladenburg Thalmann & Co. Inc., as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:30 p.m. Eastern Time on Wednesday, June 2, 2021, or as soon thereafter as
practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

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

    Very truly yours,

    Ladenburg Thalmann & Co. Inc., as representative of the several underwriters

    By:
    /s/Steven Kaplan

    Name:
    Steven Kaplan

    Title:
    Head of Capital Markets

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One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309-3424

404-881-7000

Fax: 404-253-8447

www.alston.com

    Rosemarie A. Thurston
    Direct Dial: 404-881-4417
    Email: rosemarie.thurston@alston.com

May 18, 2021

VIA EDGAR AND OVERNIGHT
DELIVERY

Mr. Christopher Dunham

Staff Attorney

Mr. Jeffrey Lewis

Staff Accountant

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:
    Terra Property Trust, Inc.

    Registration Statement on Form S-11, Filed
April 16, 2021

    File No. 333-255321

Dear Messrs. Dunham and Lewis:

This letter sets forth the responses of our client, Terra Property
Trust, Inc. (the “Company”), to the comments by the staff (the “Staff”) of the U.S. Securities and
Exchange Commission provided on May 12, 2021, regarding the Company’s registration statement on Form S-11 (SEC File No. 333-255321),
as originally filed on April 16, 2021 (the “Registration Statement”). The Company is concurrently filing Pre-Effective Amendment
No. 1 to the Registration Statement (“Amendment No. 1”), which includes changes in response to the Staff’s comments,
as well as updates to reflect the Company’s first quarter financial information.

For your convenience, we have set forth below each of the Staff’s
comments followed by the relevant response. Unless otherwise indicated, page references in the responses refer to Amendment No. 1.

 General

 1. Comment: We note your cover page discloses general liabilities of $46 million as of December 31, 2020 which will rank pari
passu with your notes. Please similarly quantify the total amount of indebtedness senior to these notes.

In response to the Staff’s comment, the Company has revised its
disclosure on the cover page of Amendment No. 1 to quantify the total amount of indebtedness senior to these notes.

Policies with Respect to Certain Activities and Market Risk

Quantitative and Qualitative Disclosures About Market Risk, page
50

 2. Comment: In this section you state that in the event LIBOR is unavailable, your investment documents provide for a substitute
index intended to put you in substantially the same economic position. This language appears inconsistent with your disclosure on page
25, which indicates that some of your debt and loan assets may not include robust fallback language that would facilitate replacing LIBOR
with a clearly defined alternative reference rate after LIBOR’s discontinuation. Please revise to reconcile these statements and
clarify if the company has material exposure to risks associated with the expected discontinuation of LIBOR based on debt or assets that
do not have robust fallback language.

The Company confirms that its investment documents provide for a substitute
index, on a basis generally consistent with market practice, intended to put the Company in substantially the same economic position as
LIBOR. Accordingly, in response to the Staff’s comment, the Company has revised the disclosure on page 25 of Amendment No. 1 under
the heading “Risk Factors—Risks Related to Our Business— The expected discontinuance of the London interbank offered
rate and transition to alternative reference rates may adversely impact our borrowings and assets” to remove the reference to the
lack of robust fallback language.

Description of the Notes

Indenture Provisions - Ranking, page 61

 3. Comment: Please revise to clarify how your notes rank compared to your obligations under both participation agreements and
the A-note, which totaled $89.5 million as of December 31, 2020.

The Company confirms that the notes will be effectively and structurally subordinated to its obligations under both participation agreements
and the A-note. Accordingly, in response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages
13, 17 and 61 of Amendment No. 1 under the headings “Summary—Specific Terms of the Notes and the Offering,” “Risk
Factors—Risks Related to Our Notes” and “Description of the Notes—Indenture Provisions—Ranking,” respectively,
to clarify the ranking of the notes relative to the participation agreements and the A-note.

Should you have any further questions or need additional information,
please do not hesitate to contact me at 404-881-4417.

    Sincerely,

    /s/ Rosemarie A. Thurston

    Rosemarie A. Thurston

    cc:
    Vikram S. Uppal,
    Chief Executive Officer

    Gregory M. Pinkus, Chief Financial Officer, Chief Operating Officer, Treasurer
    and Secretary

    Terra Property Trust, Inc.

    Michael J. Kessler

    Alston & Bird LLP

United States securities and exchange commission logo
May 12, 2021
Vikram S. Uppal
Chief Executive Officer
Terra Property Trust, Inc.
550 Fifth Avenue, 6th Floor
New York, NY 10036
Re:Terra Property Trust, Inc.
Registration Statement on Form S-11
Filed April 16, 2021
File No. 333-255321
Dear Mr. Uppal:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-11 Filed April 16, 2021
General
1.We note your cover page discloses general liabilities of $46 million as of December 31,
2020 which will rank pari passu with your notes.  Please similarly quantify the total
amount of indebtedness senior to these notes.
Policies with Respect to Certain Activities and Market Risk
Quantitative and Qualitative Disclosures About Market Risk, page 50
2.In this section you state that in the event LIBOR is unavailable, your investment
documents provide for a substitute index intended to put you in substantially the same
economic position.  This language appears inconsistent with your disclosure on page 25,
which indicates that some of your debt and loan assets may not include robust fallback

 FirstName LastNameVikram S. Uppal
 Comapany NameTerra Property Trust, Inc.
 May 12, 2021 Page 2
 FirstName LastName
Vikram S. Uppal
Terra Property Trust, Inc.
May 12, 2021
Page 2
language that would facilitate replacing LIBOR with a clearly defined alternative
reference rate after LIBOR’s discontinuation.  Please revise to reconcile these statements
and clarify if the company has material exposure to risks associated with the expected
discontinuation of LIBOR based on debt or assets that do not have robust fallback
language.
Description of the Notes
Indenture Provisions - Ranking, page 61
3.Please revise to clarify how your notes rank compared to your obligations under both
participation agreements and the A-note, which totaled $89.5 million as of December 31,
2020.
            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 Jeffrey Lewis at (202) 551-6216 or Shannon Menjivar at (202) 551-
3856 if you have questions regarding the financial statements and related matters.  Please contact
Christopher Dunham at (202) 551-3783 or Kim McManus at (202) 551-3215 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Daniel B. Honeycutt, Esq.

January 2, 2020
Vikram S. Uppal
Chief Executive Officer
Terra Property Trust, Inc.
550 Fifth Avenue
6th Floor
New York, NY 10036
Re:Terra Property Trust, Inc.
Form 10-12G
Filed November 6, 2019
File No. 000-56117
Dear Mr. Uppal:
            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:       Jake Farquharson, Esq.

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December 16, 2019

VIA EDGAR

Stacie Gorman

Brigitte Lippmann

Division of Corporation Finance Office of

Real Estate & Construction

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Terra Property Trust, Inc.

Form 10-12G

Filed November 6, 2019

File No. 000-56117

Dear Ms. Gorman and Lippmann:

On behalf of our client,
Terra Property Trust, Inc. (the “Company”), set forth below are the Company’s responses to the comments
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on
the Company’s Registration Statement on Form 10-12G (the “Registration Statement”), as set forth in the
Staff’s letter dated December 2, 2019 (the “December 2 Letter”). The comments and responses follow the
same order as contained in the December 2 Letter.

In addition, we enclose
for filing Amendment No. 1 to the Company’s Registration Statement. The amendment is marked to show all changes from the
last filing of the Registration Statement on November 6, 2019.

Form 10-12G

General

 1. We note that you intend to operate your business in a manner that will permit you to maintain
an exemption from registration under the Investment Company Act of 1940, as amended. Please be advised that you are responsible
for analyzing how your investments, investment strategy and business model will support that exemption. The staff has not reviewed
and does not necessarily concur with disclosure with respect to the availability of that exemption.

RESPONSE: The Company acknowledges
the Staff’s comment and understands that it is responsible for analyzing how its investments, investment strategy and business
model support an exemption from registration under the Investment Company Act of 1940, as amended.

 2. We note that your shares are currently held by only two entities, as disclosed on page 38.
Please revise your disclosure to clarify how you determined that you will qualify as a REIT.

RESPONSE: While the shares of
common stock of the Company is currently held by only two entities, the Company has issued 125 shares of preferred stock to 125
individuals in compliance with the real estate investment trust ("REIT") 100 shareholder requirement.  This
is described on pages 81, 82 and 83 of the Form 10.  The 125 preferred shares were issued in December 2016 and remain outstanding
to date in compliance with the REIT 100 shareholder requirement, which applies starting in a REIT's second taxable year.
In addition, while the common stock of the Company is currently held by only two entities, ownership for purposes of the closely-held
test is determined on a look-through basis to determine if 50% of the Company is ultimately held by five or fewer individuals.
The Company has determined that the entities owning the common stock of the Company are widely held.  In any event, the ownership
and transfer restrictions described on pages 83-86 of the Registration Statement describe the mechanism the Company uses to ensure
that it will not be closely held or otherwise fail to qualify as a REIT.

Exclusive Forum, page 89

 3. We note that your forum selection provision identifies the Circuit Court for Baltimore City,
Maryland, as the exclusive forum for certain litigation, including any "derivative action." Please disclose whether this
provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act
or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
If the provision applies to Securities Act claims, please also revise your disclosure to state that there is uncertainty as to
whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the
rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act,
please revise your disclosure to clarify this and ensure that the exclusive forum provision in the governing documents states this
clearly.

RESPONSE: The Company advises
the Staff that the exclusive forum provision included in the Company’s bylaws does not apply to actions arising under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The Company has adopted amended and restated
bylaws which clearly state that such provision does not apply to the federal securities laws. In addition, in response to the Staff’s
comment, the Company has revised the disclosure on page 89 in the Registration Statement regarding the exclusive forum provision
to clarify that such provision does not apply to actions arising under the federal securities laws.

We appreciate the Staff’s
review of this response letter. If you have any questions regarding the matters discussed herein, please contact the undersigned
at (212) 878-3302.

    Sincerely,

    /s/ Jake Farquharson

    Jake Farquharson, Esq.

      - 2 -

    cc:
    Paul Cline, Securities and Exchange Commission

    Eric McPhee, Securities and Exchange Commission

    Vikram S. Uppal, Terra Property Trust, Inc.

    Jay L. Bernstein, Clifford Chance US LLP

      - 3 -

December 2, 2019
Vikram S. Uppal
Chief Executive Officer
Terra Property Trust, Inc.
550 Fifth Avenue
6th Floor
New York, NY 10036
Re:Terra Property Trust, Inc.
Form 10-12G
Filed November 6, 2019
File No. 000-56117
Dear Mr. Uppal:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-12G
General
1.We note that you intend to operate your business in a manner that will permit you to
maintain an exemption from registration under the Investment Company Act of 1940, as
amended.  Please be advised that you are responsible for analyzing how your investments,
investment strategy and business model will support that exemption. The staff has not
reviewed and does not necessarily concur with disclosure with respect to the availability
of that exemption.
2.We note that your shares are currently held by only two entities, as disclosed on page 38.
Please revise your disclosure to clarify how you determined that you will qualify as a
REIT.

 FirstName LastNameVikram S. Uppal
 Comapany NameTerra Property Trust, Inc.
 December 2, 2019 Page 2
 FirstName LastName
Vikram S. Uppal
Terra Property Trust, Inc.
December 2, 2019
Page 2
Exclusive Forum, page 89
3.We note that your forum selection provision identifies the Circuit Court for Baltimore
City, Maryland, as the exclusive forum for certain litigation, including any "derivative
action."  Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act.  In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If the provision applies to Securities Act claims, please also revise
your disclosure to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder.  If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please revise your disclosure to clarify this and
ensure that the exclusive forum provision in the governing documents states this clearly.
            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 Paul Cline at 202-551-3851 or Eric McPhee at 202-551-3693 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jake Farquharson, Esq.