Proskauer Rose LLP   Eleven Times Square   New York, NY 10036-8299

April 18, 2011

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Sonia Gupta Barros, Esq.

Re: American Realty Capital Properties, Inc. (File No.  333-172205)

Supplemental Response to Comment Letter

Dear Ms. Barros:

On behalf of American Realty Capital Properties, Inc. (the “Company”), we are submitting this supplemental letter in response to comment numbers 79 and 81 of the written comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in your letter, dated March 10, 2011 (the “Comment Letter”), with respect to the registration statement on Form S-11 filed by the Company with the Commission on February 11, 2011 (No. 333-172205) (the “Registration Statement”).

Certain of the Staff’s comments call for explanation of, or supplemental information as to, various matters relating to disclosures provided in the Registration Statement.  Responses to these comments have been provided by the Company to us and are set forth in this letter.  Additionally, accompanying this letter are the Company’s proposed revisions to the Registration Statement addressing these comments.

The Company’s responses are set forth below, with the headings and numbered items of this letter corresponding to the headings and numbered items contained in the Comment Letter.  For the convenience of the Staff, the comments from the Comment Letter are restated in bold italics prior to the Company’s response.

79.  Please tell us and revise your filing to disclose the entity you have selected as the accounting acquirer.  Within your response, please tell us how management selected the accounting acquirer.  Please refer to paragraphs 11-15 of ASC 805-10-55.

We advise the Staff that the Company does not believe that the transfer of the membership interests in ARC Income Properties, LLC (“ARCIP”)  and ARC Income Properties, III, LLC (“ARCIP III”) to ARC Properties Operating Partnership, L.P. (the “Operating Partnership”), the Company’s operating partnership, will be accounted for as a business combination in accordance with ASC 805-10.  As a result, the guidance in ASC 805-10-55 does not apply and there is no accounting acquirer.  As discussed in more detail below, the Company believes that the transfer of such membership interests will be accounted for in accordance with the ASC 805-50, Transactions between Entities under Common Control. The Registration Statement will be revised to clarify this.

In accordance with the contribution agreement between ARC Real Estate Partners, LLC (“ARC REP”) and the Operating Partnership, all of the membership interests of ARCIP and ARCIP III will be contributed by ARC REP to the Operating Partnership in exchange for 310,000 units of limited partnership interest in the Operating Partnership.

To properly account for the transfer of the membership interests of ARCIP and ARCIP III, the Company reviewed the ownership structure of all of the entities involved in the contribution transaction, as contemplated in the Registration Statement, and concluded that in accordance with ASC 805-50-25-2, the contribution of such membership interests will qualify as a transfer of ownership between entities under common control.  In accordance with ASC 805-50-30-5:

“When accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets or the equity interests shall initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer. If the carrying amounts of the assets and liabilities transferred differ from the historical cost of the parent of the entities under common control, for example, because pushdown accounting had not been applied, then the financial statements of the receiving entity shall reflect the transferred assets and liabilities at the historical cost of the parent of the entities under common control.”

The pro forma financial information provided in the Registration Statement reflects this conclusion.

81.  It is unclear from your filing if you will account for the combination of the properties as a reorganization of entities under common control, a non-substantive merger, or using another method; please tell us and clarify in your filing which method is applicable to you.  Further, please tell us how management made that determination.  Within your response, please provide information supporting your determination, including organization charts.  Additionally, on page 24, you state that the ARC Predecessor Companies are under the common control of Nicholas S. Schorsch and William M. Kahane; please tell us how you determined that these individuals meet the definition of a control group.  We also note that on page 25, you disclose that these entities are presented based on the carryover basis of accounting as these entities are under common management by the principals of ARC.  Please tell us how you determined that common management results in carryover basis of accounting.

We advise the Staff that the Company believes the financial information of the ARC Predecessor Companies is properly presented based on the carryover basis of accounting because the transfer of the membership interests of ARCIP and ARCIP III from ARC REP to the Operating Partnership qualifies as a reorganization of entities under common control.

2

The Company assessed whether common control exists between ARC REP, the contributor of the properties, and the Operating Partnership, the entity receiving the assets and a majority owned subsidiary of the Company.  In ASC 805, “control” has the same meaning as “controlling financial interest” in ASC 810-10-15-8. A “controlling financial interest” is generally defined as ownership of a majority voting interest by one entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity. U.S. GAAP does not define the term “common control.”

As discussed in greater detail below, the membership interests of ARCIP and ARCIP III were transferred from an entity that was formed in 2010 that is 100% owned by the same group of members that indirectly owns 100% of the Company. Common ownership was the most important factor that was used in making the decision on how to account for these transactions.

The Registration Statement will be revised to clarify this determination.

The accounting treatment for the contribution of the membership interests of ARCIP and ARCIP III was based upon the following facts:

In June 2008, ARCIP was formed. In September 2009, ARCIP III was formed. Currently, both companies are wholly-owned by American Realty Capital Partners, LLC (“ARCP”), which was formed in September 2009.  ARCP was a wholly-owned subsidiary of American Realty Capital II, LLC (‘‘ARC II’’), the Company’s sponsor.  ARC II is owned by five members (Nicholas Schorsch, William Kahane, Brian Block, Peter Budko and Edward Weil, Jr.). 

In July, 2010, ARC II assigned all of its rights, title and interests in the membership interests of ARCP, ARCIP and ARCIP III to ARC REP.  ARC REP is owned by five members (Nicholas Schorsch, William Kahane, Brian Block, Peter Budko and Edward Weil, Jr.). 

In December 2010, the Company was formed to own and acquire single tenant, freestanding commercial real estate that is net leased on a medium-term basis, primarily to investment grade credit rated and other credit worthy tenants. The Company is a wholly owned subsidiary of ARC II. In addition, the Company’s management team will be as follows:

Nicholas S. Schorsch- Chairman of the Board of Directors and Chief Executive Officer

William M. Kahane - President, Chief Operating Officer and Director

Peter M. Budko- Executive Vice President and Chief Investment Officer

Brian S. Block - Executive Vice President and Chief Financial Officer

Edward M. Weil, Jr. - Executive Vice President and Secretary

3

Based upon the facts as outlined above, the Company applied the guidance outlined in ASC 805-50 which deals with transactions between entities under common control.

ASC 805-50-15-6 states that the guidance in the Transactions Between Entities Under Common Control Subsections applies to combinations between entities or businesses under common control in which an entity charters a newly formed entity and then transfers some or all of its net assets to that newly chartered entity.  If the guidance in the subsection applies, then in accordance with ASC 805-50-30-5, the Company will initially measure the recognized assets and liabilities transferred at their carrying amounts (historical cost) in the accounts of the transferring entity at the date of transfer.

We thank you for your prompt attention to this letter responding to the Comment Letter and look forward to hearing from you at your earliest convenience.  Please direct any questions concerning this response to the undersigned at (212) 969-3445 or (212) 969-3735.

Yours truly,

/s/ Peter M. Fass

Peter M. Fass, Esq.

/s/ Steven L. Lichtenfeld

Steven L. Lichtenfeld, Esq.

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