August 16, 2024

Brent Winn
Chief Financial Officer
Medalist Diversified REIT, Inc.
P.O. Box 8436
Richmond, Virginia 23226

       Re: Medalist Diversified REIT, Inc.
           Preliminary Proxy Statement on Schedule 14A filed August 13, 2024
           File No. 001-38719
Dear Brent Winn:

       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.

Preliminary Proxy Statement on Schedule 14A filed August 13, 2024
About the Proxy Statement, page 1

1.     At the bottom of page 7, we note the following disclosure: "To the
extent an overvote
       (e.g., voting FOR with respect to more than one (1) nominee on Proposal
1)...." Please
       change the "e.g." to "i.e.," or advise.
2.     Please ensure that all references to proxy materials from Mr. Wheeler
throughout the
       proxy statement reflect that stockholders may not receive such
materials. For example, we
       note the reference on page 8 to "Mr. Wheeler's proxy card" and the
instruction to "refer to
       Mr. Wheeler's proxy statement" on page 10.
Proposal No. 5. To Approve the Reverse Stock Split Proposal, page 20

3.     Please provide additional explanation of how the Forward Stock Split
would "regain
       compliance with the minimum bid price requirement," as stated on page
20.
4.     Please provide additional disclosure explaining the context and
rationale of the proposed
       Reverse Stock Split, particularly in light of the fact that the Company
recently completed
 August 16, 2024
Page 2

       a reverse stock split immediately followed by a forward stock split. In
your revised
       disclosure, consider how the reasons for the Reverse Stock Split
described on page 21 are
       affected by the fact that the Company intends to subsequently effect the
Forward Stock
       Split.
5.     Please add disclosure clarifying that the Reverse Stock Split could
result in
       some stockholders no longer owning any shares of the Company's common
stock to the
       extent they receive only cash in lieu of fractional shares. Also
consider whether the
       statements on pages 22 and 23 that the Reverse Stock Split "will not
affect any particular
       stockholder's relative ownership percentage of shares of the Company's
common stock"
       and that "[v]oting rights and other rights and preferences of the
holders of the Company's
       common stock will not be affected by the Reverse Stock Split"
appropriately reflect that
       some holders could cease to be stockholders of the Company as a result
of the Reverse
       Stock Split.
General

6.     The proxy card states that if a stockholder "do[es] not vote 'FOR' one
nominee, [their]
       shares will be voted in accordance with the Board of Directors'
recommendation"
       (emphasis added). Please revise to clarify that the proxy will be voted
in accordance with
       the Board's recommendation only if the stockholder does not vote for any
nominee.
        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 Laura McKenzie at 202-551-4568 or David
Plattner at 202-
551-8094.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Mergers &
Acquisitions