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                 June 10, 2021

       David Lesser
       Chairman and Chief Executive Officer
       Power REIT
       301 Winding Road
       Old Bethpage, New York 11804

                                                        Re: Power REIT
                                                            Registration
Statement on Form S-3
                                                            Filed June 4, 2021
                                                            File No. 333-256826

       Dear Mr. Lesser:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.

              Please contact Michael Davis at 202-551-4385 or James Lopez at
202-551-3536 with any
       questions.




                 Sincerely,


                 Division of Corporation Finance

                 Office of Real Estate & Construction
       cc:                                              Patrick J. Egan