UNITED STATES
                                SECURITIES AND EXCHANGE COMMISSION
                                            WASHINGTON, D.C. 20549


     DIVISION OF
CORPORATION FINANCE


                                                              September 24,
2018



  Via Email

  Michael J. Choate
  Proskauer Rose LLP
  Three First National Plaza
  70 West Madison
  Suite 3800
  Chicago, IL 60602-4342

          Re:     Inland Real Estate Income Trust, Inc.
                  Schedule 14D-9 filed September 21, 2018
                  SEC File No. 5-90632

  Dear Mr. Choate:

         The staff in the Office of Mergers and Acquisitions in the Division of
Corporation
  Finance has reviewed the filing listed above. Our comment follows. All
defined terms
  have the same meaning as in your filing, unless otherwise noted.

         Please respond to this letter promptly by amending your filing. 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 filing and the information you
provide in
  response to this letter, we may have additional comments. In some of our
comments, we
  may ask you to provide us with information so we may better understand your
disclosure.
  Please allow sufficient time for additional staff review after filing your
revised offer
  materials and your response letter.

  Item 4. The Solicitation or Recommendation

  1. We note the disclosure on page 5 of the Schedule 14D-9 stating that on
September 5,
     2018, the Board authorized management to investigate converting the
Company into a
     perpetual-life NAV REIT. Explain specifically why the Board believes this
would
 Michael J. Choate, Esq.
Proskauer Rose LLP
September 24, 2018
Page 2


   increase the long-term value of the Company and how and why it factored into
the
   Board's decision to reject the Tender Offer.

        We remind you that the filing persons are responsible for the accuracy
and
adequacy of their disclosures, notwithstanding any review, comments, action or
absence
of action by the staff. Please contact me at (202) 551-3263 with any questions
about this
comment.



                                                            Sincerely,

                                                            /s/ Christina Chalk

                                                            Christina Chalk
                                                            Senior Special
Counsel
                                                            Office of Mergers
and
                                                            Acquisitions