December 19, 2019

Brian Mitts
President
NexPoint Real Estate Finance, Inc.
300 Crescent Court
Suite 700
Dallas, Texas 75201

       Re: NexPoint Real Estate Finance, Inc.
           Amendment No. 2 to Draft Registration Statement on Form S-11
           Submitted November 26, 2019
           CIK No. 0001786248

Dear Mr. Mitts:

      We have reviewed your amended 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.

Amendment No. 2 to Draft Registration Statement on Form S-11

Use of Proceeds, page 81

1.     We note you have included a summary of investments expected to be
acquired with the
       proceeds of this offering. Please tell us how you have considered the
need to provide this
       information throughout your filing where you have provided similar
information for your
       initial portfolio. In addition, please tell us how you determined that
you would not need to
       include adjustments in your pro forma financial statements to reflect
the acquisition of
       these investments.
 Brian Mitts
FirstNameReal Estate Finance, Inc.
NexPoint LastNameBrian Mitts
December NameNexPoint Real Estate Finance, Inc.
Comapany19, 2019
Page 2
December 19, 2019 Page 2
FirstName LastName
Selected Historical and Pro Forma Financial and Operating Data, page 84

2.       Please revise your operating data table on page 85 to include all
financial statement line
         items included in your unaudited pro forma consolidated statements of
operations.
Unaudited Pro Forma Consolidated Financial Statement Information
2. Formation Transaction and Initial Public Offering, page F-11

3.       We have considered your response in your letter dated October 22, 2019
to our prior
         comment 15 from our letter dated October 10, 2019. We are unable to
agree that your pro
         forma balance sheet presentation, which gives effect to the initial
portfolio acquisition as
         though it occurred on January 1, 2018, is appropriate. Please revise
your presentation to
         reflect the initial portfolio acquisition as though it was consummated
at the end of the
         most recent period in accordance with Rule 11-02(b)(6) of Regulation
S-X.
General

4.       We note your revisions in response to prior comment 8 from our letter
dated November
         14, 2019 that the Highland Capital Management, L.P. bankruptcy "stems
from a potential
         judgment being sought against Highland." We further note your sponsor
is affiliated
         through common control with Highland as a result of the general
partners of each of your
         sponsor and Highland being wholly owned by Mr. Dondero, who will be
your President
         and a director upon completion of this offering. Please revise your
disclosure to more
         specifically describe the bankruptcy, including the potential judgment
and any underlying
         claims, and your commercial relationship with Highland, including
clarifying how
         Highland's business and operations are separate from you.
5.       We note your response to prior comment 22 from our letter dated
October 10, 2019, and
         we continue to monitor your disclosure. As you have not identified any
mortgage-related
         assets to acquire with a significant portion of the net proceeds of
the offering and you
         intend to operate in a manner that will allow you to qualify as a real
estate investment
         trust, your offering appears to constitute a "blind pool" offering.
Accordingly, please tell
         us how you considered the applicability of Industry Guide 5, or revise
to provide the
         disclosure required by Industry Guide 5. See Securities Act Release
33-6900 (June 17,
         1991).
 Brian Mitts
NexPoint Real Estate Finance, Inc.
December 19, 2019
Page 3

       You may contact Isaac Esquivel at 202-551-3395 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Folake Ayoola at 202-551-3673 or Jennifer Gowetski at 202-551-3401 with
any other
questions.



                                                          Sincerely,
FirstName LastNameBrian Mitts
                                                          Division of
Corporation Finance
Comapany NameNexPoint Real Estate Finance, Inc.
                                                          Office of Real Estate
& Construction
December 19, 2019 Page 3
cc:       Charlie Haag
FirstName LastName