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.
 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,
FirstName LastNameVikram S. Uppal
                                                              Division of
Corporation Finance
Comapany NameTerra Property Trust, Inc.
                                                              Office of Real
Estate & Construction
December 2, 2019 Page 2
cc:       Jake Farquharson, Esq.
FirstName LastName