November 17, 2021
VIA EDGAR
Ms. Stacie Gorman
United States Securities and Exchange Commission
Division of Corporate Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Bluerock Residential Growth REIT, Inc. |
Registration Statement on Form S-3, as amended
Originally Filed April 20, 2021
File No. 333-255388
Dear Ms. Gorman:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Bluerock Residential Growth REIT, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of its registration statement on Form S-3 (File No. 333-255388), so that it will become effective at 8:00 a.m. Eastern Time on Monday, November 22, 2021, or as soon as practicable thereafter.
In connection with this request, the Registrant acknowledges that:
(1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
(2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
(3) the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Registrant requests that it be notified of such effectiveness by a telephone call to Jason Emala, internal counsel to the Registrant, at (551) 223-2489, or Kathryn A. Lawrence of Kaplan Voekler Cunningham & Frank PLC, outside counsel to the Registrant, at (804) 385-8981.
[SIGNATURE PAGE FOLLOWS]
| Very truly yours, | |
| BLUEROCK RESIDENTIAL GROWTH REIT, INC. | |
| By: /s/ R. Ramin Kamfar | |
| Name: R. Ramin Kamfar | |
| Title: Chief Executive Officer |