February 3, 2020

Christopher J. Czarnecki
Chief Executive Officer and President
Broadstone Net Lease, Inc.
800 Clinton Square
Rochester, New York 14604

       Re: Broadstone Net Lease, Inc.
           Draft Registration Statement on Form S-11
           Filed January 10, 2020
           CIK No. 0001424182

Dear Mr. Czarnecki:

       We have reviewed your draft registration statement 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 this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

DRS S-11 Submitted January 10, 2020

General

1.     Please supplementally provide us with copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
       present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
       not they retain copies of the communications.
Prospectus Summary, page 1

2.     We note your disclosure on page 3 and elsewhere that your reputation,
in-depth market
       knowledge, and extensive network of established relationships in the net
lease industry
       will continue to provide you access to an ongoing pipeline of attractive
investment
 Christopher J. Czarnecki
FirstName LastNameChristopher J. Czarnecki
Broadstone Net Lease, Inc.
Comapany NameBroadstone Net Lease, Inc.
February 3, 2020
February 3, 2020 Page 2
Page 2
FirstName LastName
         opportunities. Please describe your criteria for determining a
property is in your pipeline,
         how you have identified the targeted properties, your relationship to
the seller, if any, and
         whether or not you have entered into negotiations for any of these
properties.
Risk Factors, page 26

3.       We note the statement on page 47 that you believe you, the OP and most
of the
         subsidiaries of the OP will not fall within the definition of
investment company under
         Section 3(a)(1) of the Investment Company Act. Please clarify whether
any of the
         subsidiaries of the OP will fall within the definition of investment
company.
Non-GAAP Financial Measures, page 91

4.       Please tell us how you determined it was appropriate to exclude Asset
management fees,
         Property management fees and General and Administrative Expenses from
your
         calculation of the non-GAAP measure Adjusted Net Operating Income. It
appears these
         are normal, recurring, cash operating expenses necessary to operate
your business. Refer
         to Question 100.01 of the C&DI Non-GAAP Financial Measures.
5.       Please revise your disclosure of the calculation of the measure
Adjusted EBITDAre to
         provide a detailed explanation of the adjustment for current quarter
investment and
         disposition activity. Please clarify what this measure represents, and
provide a detail of
         the components and calculation of this adjustment.
Certain Relationships and Related Transactions, page 154

6.       Please revise the disclosure regarding the asset management agreement
and the property
         management agreement to provide the full time period required by Item
404 of Regulation
         S-K. See Instruction 1 to Item 404. In addition, please disclose the
legal services
         referenced on page F-68. Lastly, please reconcile the disclosure in
this section with the
         table on page F-28, which reflects total management fees under the two
agreements for the
         nine months ended September 30, 2019 at $34.9 million.
Forum for Certain Litigation, page 185

7.       We note that your forum selection provision identifies a state court
located within the
         State of Maryland (or, if that court does not have jurisdiction, the
federal district court for
         the District of 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. If so, please also state that
there is uncertainty as to
         whether a court would enforce such provision. If the provision applies
to Securities Act
         claims, please also state that investors cannot waive compliance with
the federal securities
         laws and the rules and regulations thereunder. In that regard, we note
that 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.
 Christopher J. Czarnecki
Broadstone Net Lease, Inc.
February 3, 2020
Page 3
Item 33. Recent Sales of Unregistered Securities, page II-1

8.     Please identify the class of persons to whom the securities were sold
and disclose the facts
       supporting your reliance upon the exemption from registration. See Item
701(b) and (d)
       of Regulation S-K.
Undertakings, page II-7

9.     Please provide the undertakings as required by Item 512(a)(5)(ii) and
Item 512(a)(6) of
       Regulation S-K. Item 512(a)(5)(ii) is required for any prospectus filed
in reliance on Rule
       430C and Item 512(a)(6) is required for any offering that involves an
initial distribution of
       securities pursuant to Rule 159A. For guidance, refer to Securities Act
Rules Compliance
       and Disclosure Interpretation, Question 229.01.
Exhibits

10.    We note on page 143 the employment agreements entered into on November
11, 2019
       with executive officers that will go into effect upon closing of the
Internalization. Please
       file these agreements as exhibits.
       You may contact Eric Mcphee at 202-551-3693 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or Pam Howell at 202-551-3357 with any
other questions.



                                                              Sincerely,
FirstName LastNameChristopher J. Czarnecki
                                                              Division of
Corporation Finance
Comapany NameBroadstone Net Lease, Inc.
                                                              Office of Real
Estate & Construction
February 3, 2020 Page 3
cc:       Stuart Barr, Esq.
FirstName LastName