January 22, 2020

David Sobelman
President and Chairman of the Board
GENERATION INCOME PROPERTIES, INC.
401 East Jackson Street
Suite 3300
Tampa, FL 33602

       Re: GENERATION INCOME PROPERTIES, INC.
           Form S-11
           Filed December 26, 2019
           File No. 333-235707

Dear Mr. Sobelman:

       We have reviewed your 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 amending your registration statement
and providing the
requested information. 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 amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Form S-11 filed December 26, 2019

We are an emerging growth company..., page 15

1.     We note that you have elected to use the extended transition period for
complying with
       new or revised accounting standards under Section 102(b)(2) of the Jobs
Act. Please
       expand this risk factor to explain that this election allows you to
delay the adoption of new
       or revised accounting standards that have different effective dates for
public and private
       companies until those standards apply to private companies. Please state
in your risk
       factor that, as a result of this election, your financial statements may
not be comparable to
       companies that comply with public company effective dates.
 David Sobelman
FirstName LastNameDavidPROPERTIES, INC.
GENERATION INCOME Sobelman
Comapany NameGENERATION INCOME PROPERTIES, INC.
January 22, 2020
January 22, 2020 Page 2
Page 2
FirstName LastName
Risks Related to Limited Management Personnel and Certain Conflicts of
Interest, page 31

2.       We note that Mr. Sobelman currently holds over 40% of your shares.
Please add risk
         factor disclosure regarding his ability to exercise substantial
control over decisions
         regarding (i) changing your targeted class of investments without
shareholder notice or
         consent, (ii) whether to issue common stock and preferred stock,
including decisions to
         issue common and preferred stock to himself, (iii) employment
decisions, including
         compensation arrangements; and (iv) whether to enter into material
transactions with
         related parties.
Use of Proceeds, page 36

3.       Please disclose the amount of proceeds allocated to each intended use,
including any
         amount allocated to pay distributions. See Item 504 of Regulation S-K.
Our Distribution Policy, page 39

4.       Please confirm that your table on page 40 will include a
reconciliation between pro forma
         net earnings and estimated cash available for distribution including
any applicable
         adjustments for recurring capital expenditures and debt service.
Our Business
Our Company, page 41

5.       Please revise the disclosure on page 42 to clarify the percent
ownership of outstanding
         common units in the operating partner you will own after this
offering.
Description of Real Estate/Description of our Investments, page 42

6.       Please expand the table on page 43 to provide the average effective
annual rent and
         average effective annual rent per square foot and clarify how your
rental disclosures take
         into account tenant concessions and abatements.
7.       Please provide the table required by Item 15(f) of Form S-11.
Business Strategy and Investment Criteria, page 50

8.       We note the statement in this section as well as elsewhere in the
prospectus, such as the
         cover page, that you "intend to elect and qualify to be taxed as a
REIT for federal income
         tax purposes in the first year ending after the completion of this
offering or such later date
         as is determined by [y]our Board." Please revise to clearly disclose
what factors the board
         will consider in determining not to be taxed as a REIT until a later
date and add risk factor
         disclosure.
 David Sobelman
FirstName LastNameDavidPROPERTIES, INC.
GENERATION INCOME Sobelman
Comapany NameGENERATION INCOME PROPERTIES, INC.
January 22, 2020
Page 3
January 22, 2020 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures , page 59

9.       We note your presentation of Adjusted Funds from Operations and Core
AFFO as a non-
         GAAP financial measures. Please consider revising your disclosure to
provide a more
         direct reconciliation between these measures and the most directly
comparable GAAP
         financial measure. Reference is made to Item 10(e)(1)(i) of Regulation
S-K.
Security Ownership of Certain Beneficial Owners and Management, page 69

10.      Please identify the natural persons who have sole or shared voting
power over the shares
         held by the trust and by Kitty Talk, Inc. Please refer to Item 403 of
Regulation S-K.
Generation Income Properties, Inc. and Subsidiaries , page F-1

11.      Please tell us how you considered the need to provide financial
statements for the property
         acquired on September 11, 2019, the Starbucks property acquired on
April 4, 2018, and
         the Pratt and Whitney property acquired on December 20, 2018.
Reference is made to
         Rule 8-06 of Regulation S-X.
Notes to Consolidated Financial Statements
Note 12 - Change of Prior Year Information, page F-12

12.      Please address the following with respect to your change in prior year
information:
           Explain to us in greater detail how you arrived at the conclusion
that the error was not
             material to previously issued financial statements. In this
regard, we note that the
             revision was approximately 14% of total liabilities and
stockholders' equity.
           Based on comparison of the "as adjusted column" to your audited
December 31, 2018
             financial statements, it appears that the error was corrected in
your audited year end
             financial statements. Please confirm that our understanding is
correct, and if so,
             explain to us why your year end financial statements do not
include footnote
             disclosure related to the error correction.
           Tell us whether the error in your previously issued financial
statements is indicative
             of an additional material weakness in your internal control over
financial reporting.
             If so, explain to us how you considered the need to expand your
disclosure of
             material weaknesses throughout your filing to include the
implications of this error.
Pro Forma Consolidated Financial Statements, page F-35

13.      Please revise your filing to include updated pro forma financial
information pursuant to to
         Article 11 of Regulation S-X. In your updated pro forma financial
statements, please
         consider including adjustments for the property acquired on September
11, 2019, and the
         North Carolina property currently under contract, or explain to us why
these adjustments
         are not necessary.
 David Sobelman
GENERATION INCOME PROPERTIES, INC.
January 22, 2020
Page 4
14.    We note your disclosure of revenues in excess of certain operating
expenses. Please tell
       us whether this amount represents a non-GAAP measure and the basis for
your
       conclusion. To the extent this is a non-GAAP measure, please tell us how
you have met
       all the disclosure requirements of Item 10(e) of Regulation S-K.
Part II. Information not Required in Prospectus
Item 37. Undertakings, page II-3

15.    Please provide the undertakings required by Item 512(i) of Regulation
S-K.
Exhibits

16.    Please file as exhibits the Property Management Agreements with 3
Properties referenced
       on page 46. See Item 601(b)(10)(ii)(A) of Regulation S-K.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Jeffrey Lewis at 202-551-6216 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any
other
questions.



                                                            Sincerely,
FirstName LastNameDavid Sobelman
                                           Division of Corporation Finance
Comapany NameGENERATION INCOME PROPERTIES, INC.
                                           Office of Real Estate & Construction
January 22, 2020 Page 4
cc:       Curt Creely, Esq.
FirstName LastName