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                                October 27, 2022

       Michael Glimcher
       Chief Executive Officer
       BentallGreenOak Industrial Real Estate Income Trust, Inc.
       399 Park Avenue
       18th Floor
       New York, NY 10022

                                                        Re: BentallGreenOak
Industrial Real Estate Income Trust, Inc.
                                                            Draft Registration
Statement on Form S-11
                                                            Submitted September
30, 2022
                                                            CIK No. 0001942722

       Dear Michael Glimcher:

              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.

       Draft Registration Statement on Form S-11

       Cover Page

   1.                                                   Please disclose the
date the offering will end. See Item 501(b)(8)(iii) of Regulation S-K.

   2.                                                   We note your disclosure
regarding the acquisition of the "Seed Portfolio." However, we
                                                        note that this is a
joint venture you are entering into. Please clarify this, and disclose the
                                                        percentage of this
portfolio that you will hold after the acquisition.
 Michael Glimcher
FirstName LastNameMichael     Glimcher
BentallGreenOak  Industrial Real Estate Income Trust, Inc.
Comapany
October 27,NameBentallGreenOak
            2022                  Industrial Real Estate Income Trust, Inc.
October
Page 2 27, 2022 Page 2
FirstName LastName
Cautionary Note Regarding Foward-Looking Statements, page iv

3.       We note your references to forward-looking statements within the
meaning of
         the Private Securities Litigation Reform Act of 1995. Please be
advised that the safe
         harbor for forward-looking statements is inapplicable in this context,
because you are not
         currently a reporting company. See Section 27A(a)(1) of the Securities
Act. Therefore,
         please either delete all references to the Private Securities
Litigation Reform Act or make
         it clear that the safe harbor does not apply to this offering.
Prospectus Summary
What competitive strengths does the advisor offer?, page 4

4.       Please balance the discussion of the competitive strengths of your
advisor with equally
         prominent disclosure of the challenges you face and the risks and
limitations that could
         harm your business or inhibit your strategic plans. For example, but
without limitation,
         provide a discussion of any losses or adverse business developments
for your advisor.
         Further, in the prior performance section, please ensure that you
provide all of the
         disclosure requirement by Item 8 of Industrial Guide 5.
Can I request that my shares be repurchased?, page 17

5.       We note your disclosure that you may not terminate your share
repurchase plan. Please
         clarify that you may suspend the plan indefinitely and revise your
risk factor on page 36 to
         address this aspect. Additionally, please revise to clarify that
shares issued to the advisor
         as compensation may be repurchased under the plan.
Investment Portfolio, page 123

6.       We note that Sun Life is expected to contribute its indirect interest
in a joint venture that
         owns the Seed Portfolio to you and that the existing partners,
including Sun Life,
         acquired the Seed Portfolio on September 29, 2022 for an aggregate
purchase price of
         $934 million. Please clarify to us how you determined whether or not
financial statement
         information related to the joint venture and/or the Seed Portfolio are
required to be
         included within your registration statement. Your response should
include the facts and
         circumstances that support your conclusion and references to any
accounting guidance
         you relied upon in coming to your conclusions.
7.       We note that two properties are still under development. Please
clarify whether the
         properties will be completed prior to your acquisition, and if not,
when they will be
         completed and who will be responsible for financing the remainder of
the projects. If you
         will be responsible, please clarify the amount that you anticipate
expending to complete
         the projects and revise your use of proceeds as appropriate.
 Michael Glimcher
FirstName LastNameMichael     Glimcher
BentallGreenOak  Industrial Real Estate Income Trust, Inc.
Comapany
October 27,NameBentallGreenOak
            2022                  Industrial Real Estate Income Trust, Inc.
October
Page 3 27, 2022 Page 3
FirstName LastName
Compensation, page 138

8.       Please provide an example as to how all aspects of the performance
participation
         allocation will be determined. Additionally, please clarify, if an NAV
calculation is later
         determined to be materially incorrect, whether the special limited
partner or advisor be
         required to reimburse you for any amount awarded beyond what should
have been.
Net Asset Value Calculation and Valuation Guidelines, page 157

9.       Please provide us, on a supplemental basis, with your template for
future NAV
         disclosures.
Experts, page 246

10.      We note that the independent valuation firm is an expert. Please file
the consent for this
         firm. Please refer to Section 7(a) and Rule 436 of the Securities Act.
General

11.      We note that you intend to operate your business in a manner that will
permit you to
         maintain an exemption from registration under the Investment Company
Act of 1940, as
         amended. Please be advised that you are responsible for analyzing how
your investments,
         investment strategy and business model will support that exemption.
The staff has not
         reviewed and does not necessarily concur with your disclosure with
respect to the
         availability of that exemption.
12.      Please be advised that you are responsible for analyzing the
applicability of the
         Investment Advisers Act of 1940 to your external advisor.
13.      Please provide us with supplemental 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,
         have presented or expect to present to potential investors in reliance
on Section 5(d) of the
         Securities Act, whether or not you retained, or intend to retain,
copies of those
         communications
14.      Please be advised that you are responsible for analyzing the
applicability of the tender
         offer rules, including Rule 13e-4 and Regulation 14E, to your share
repurchase program.
         We urge you to consider all the elements of your share repurchase
program in determining
         whether the program is consistent with relief granted by the Division
of Corporation
         Finance in prior no action letters. To the extent you are relying on
Blackstone Real Estate
         Income Trust, Inc. (Letter dated September 12, 2016), Rich Uncles NNN
REIT, Inc.
         (Letter dated December 21, 2016), Hines Global REIT II, Inc. (Letter
dated April 26,
         2017), or Black Creek Diversified Property Fund Inc. (Letter dated
September 1, 2017)
         please provide us with an analysis as to how your program is
consistent with such relief.
 Michael Glimcher
BentallGreenOak Industrial Real Estate Income Trust, Inc.
October 27, 2022
Page 4
      To the extent you have questions as to whether the program is entirely
consistent with the
      relief previously granted by the Division of Corporation Finance, you may
contact the
      Division   s Office of Mergers and Acquisitions at 202-551-3440.
15.   We note that you may conduct the share repurchase program during the
offering period of
      the shares being registered under this registration statement. Please be
advised that you
      are responsible for analyzing the applicability of Regulation M to your
share repurchase
      program. We urge you to consider all the elements of your share
repurchase program in
      determining whether the program is consistent with the class relief
granted by the Division
      of Market Regulation in the class exemptive letter granted Alston & Bird
LLP dated
      October 22, 2007. To the extent you have questions as to whether the
program is
      entirely consistent with that class exemption you may contact the
Division of Trading and
      Markets at 202-551-5777.
16.   Please submit all written sales material proposed to be transmitted to
prospective
      investors, orally or in writing, including that intended for
broker-dealer use only. Please
      be aware that we will need time to review such material. In addition,
note that sales
      material must set forth a balanced presentation of the risks and rewards
to investors and
      should not contain any information or disclosure that is not contained in
or derived from
      the prospectus. For guidance, please refer to Item 19.D of Industry Guide
5. Please also
      confirm that you will continue to provide us sales material prior to use
for the duration of
      the registered offering.
       You may contact William Demarest at 202-551-3432 or Wilson Lee at
202-551-3468 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544 with any
other
questions.



                                                            Sincerely,
FirstName LastNameMichael Glimcher
                                                      Division of Corporation
Finance
Comapany NameBentallGreenOak Industrial Real Estate Income Trust, Inc.
                                                      Office of Real Estate &
Construction
October 27, 2022 Page 4
cc:       Daniel B. Honeycutt, Esq.
FirstName LastName