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                             November 1, 2023

       Robert J. Lange
       Chief Operating Officer and General Counsel
       Highlands REIT, Inc.
       1 South Dearborn Street, 20th Floor
       Chicago, Illinois 60603

                                                        Re: Highlands REIT,
Inc.
                                                            SC TO-I filed
October 24, 2023
                                                            File No. 005-89603

       Dear Robert J. Lange:

              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 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.

       Schedule TO-I filed October 24, 2023; Offer to Purchase

       General

   1.                                                   The price range in this
modified Dutch auction is between $0.12 and $0.17 per share. The
                                                        $0.05 difference
between the low and high price in the range represents a difference of
                                                        over 40% above the
lowest end of the range. Please advise us of the authority upon which
                                                        the Company relied to
include a range of this proportion in the offer. In addition, please
                                                        advise us, with a view
toward revised disclosure, how the Company concluded that the
                                                        use of such a price
range complies with Section 14(e), Rule 13e-4(d)(1)(ii) and Rule 14e-
                                                        1(b).
       IMPORTANT, page 4

   2.                                                   We note the following
statement: "We are not making the Offer to, and will not accept
                                                        any tendered Shares
from, stockholders in any state where it would be illegal to do so."
                                                        While offer materials
need not be disseminated into jurisdictions where such a distribution
                                                        would be impermissible,
please remove the implication that tendered shares will not be
 Robert J. Lange
FirstName  LastNameRobert J. Lange
Highlands REIT,  Inc.
Comapany 1,
November   NameHighlands
              2023        REIT, Inc.
November
Page 2     1, 2023 Page 2
FirstName LastName
         accepted from all shareholders. See Rule 13e-4(f)(8)(i) and guidance
in Section II.G.1 of
         Exchange Act Release No. 34-58597 (September 19, 2008). Please also
make any
         conforming changes to similar statements in the Offer to Purchase and
any exhibits to the
         Schedule TO.
3.       We note the following statement:    THE DELIVERY OF THIS OFFER TO
PURCHASE,
         THE LETTER OF TRANSMITTAL AND THE IMPORTANT INSTRUCTIONS AND
         INFORMATION SHALL NOT UNDER ANY CIRCUMSTANCES CREATE ANY
         IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR
         INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF A LATER DATE
         OR THAT THERE HAS NOT BEEN ANY CHANGE IN SUCH INFORMATION OR
         IN OUR AFFAIRS SINCE THE DATE OF THIS OFFER TO PURCHASE.    Please
         revise to clarify that the Company will amend the offer materials to
reflect any material
         change in the information previously disclosed, consistent with the
Company   s obligation
         under Rule 13e-4(c)(3) and Rule 13e-4(d)(2).
Summary Term Sheet, page 5

4.       We note the question on page 11 captioned "What are the most
significant conditions of
         the Offer?" Please explain why you believe the disclosure on pages 11
and 12 is limited to
         the "most significant conditions" to the tender offer given that it
appears to address each
         condition disclosed in Section 6. Alternatively, please revise the
caption to this question in
         the Summary Term Sheet accordingly.
Conditions of the Offer, page 21

5.       We note the following disclosure on page 23: "The conditions referred
to above are for
         our sole benefit and may be asserted by us regardless of the
circumstances giving rise to
         any such condition..." All offer conditions must be objective and
outside the control of the
         offeror in order to avoid illusory offer concerns under Regulation
14E. Please revise the
         language throughout your document relating to the circumstances that
may "trigger" an
         offer condition to avoid the implication that they may be within the
Company's control.
         See Question 101.02 of the Division of Corporation Finance's "Tender
Offer Rules and
         Schedules" Compliance and Disclosure Interpretations.
6.       We note the following statement on page 23:    Any determination by us
concerning the
         events described above will be final and binding on all parties.
Please revise this
         statement to include a qualifier indicating that shareholders are not
foreclosed from
         challenging your determination in a court of competent jurisdiction.
7.       You have included a condition that will be triggered by    any general
suspension of trading
         in, or limitation on prices for, securities on any U.S. national
securities exchange or in
         the over-the-counter market.    Please revise to explain what would be
considered a
         limitation on prices for securities on any U.S. national securities
exchange or in the over-
         the-counter market.
 Robert J. Lange
Highlands REIT, Inc.
November 1, 2023
Page 3

        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 Brian Soares at 202-551-3690 or David
Plattner at 202-
551-8094.



FirstName LastNameRobert J. Lange                           Sincerely,
Comapany NameHighlands REIT, Inc.
                                                            Division of
Corporation Finance
November 1, 2023 Page 3                                     Office of Mergers &
Acquisitions
FirstName LastName