December 30, 2020

Via E-mail

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

       Re:     New York City REIT, Inc.
               Schedule TO-I/A filed December 29, 2020
               Schedule TO-I filed December 28, 2020
               File No. 5-90261

Dear Mr. Choate:

        The staff in the Office of Mergers and Acquisitions has conducted a
limited review of
your filings listed above. Our review is limited to the matters identified in
the comments below.
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 filings, by providing the
requested
information, or by advising us when you will provide the requested response. 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 amendments to your filings and the information you
provide in
response to these comments, we may have additional comments. All defined terms
used in this
letter have the same meaning as in your initial Schedule TO-I filing.

Schedule TO-I filed December 28, 2020

Exhibit (a)(1)(A)     Offer to Purchase

When will the Offer expire? page 6

1. Clarify the date this Offer expires. In this section, you state that
February 5, 2021 is the
   Expiration Date. However, on the cover page of the Offer to Purchase, you
disclose that the
   Offer expires at 11:59 pm on January 27, 2021.
 Michael Choate, Esq.
Proskauer Rose LLP
December 30, 2020
Page 2

Conditions of the Offer, page 17

2. Refer to the second bullet point on page 18. All Offer conditions must be
satisfied or waived
   as of the Expiration Date of the Offer, not the time of purchase of Class B
Shares in the
   Offer. The condition related to the MacKenzie Offer, which expires after
your Offer, must be
   satisfied or waived at the Expiration Date, not the date of payment for
Class B Shares in this
   Offer. Please revise the language of this condition accordingly.

3. On page 18, revise to explain what is meant by a    limitation on prices for
   securities on any
   U.S. exchange. Alternatively, delete this language.

4. We note that you may terminate the Offer if completing it would cause you to
fail to qualify
   for taxation as a REIT. Given the contemporaneous MacKenzie Offer, expand to
explain
   what factors this determination will be based upon.

Miscellaneous, page 30

5. While you are not required to distribute the Offer materials into any
foreign jurisdiction,
   tenders must be accepted from all Class B target security holders, wherever
located. Refer to
   the all-holders provisions in Rule 13e-4(f)(8)(i) and the guidance in
Release No. 33-8957
   (September 19, 2008). Accordingly, please revise to remove the statement
here indicating
   that tenders will not be accepted from holders of Shares in certain
jurisdictions.

                                              *   *   *

        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 direct any questions to me at (202) 551-3263.


                                                            Sincerely,

                                                            /s/ Christina Chalk

                                                            Christina Chalk
                                                            Special Counsel
                                                            Office of Mergers
and Acquisitions