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                               January 17, 2023

       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.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-11
                                                            Submitted December
27, 2022
                                                            CIK No. 0001942722

       Dear Michael Glimcher:

             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. 1 to Draft Registration Statement on Form S-11

       Cover Page

   1.                                                   We note your response
to comment 1 of our letter and reissue. Please disclose the date the
                                                        offering will end. See
Item 501(b)(8)(iii) of Regulation S-K and Rule 415(a)(2) of the
                                                        Securities Act.
   2.                                                   We note your response
to comment 2 of our letter. Please file the joint venture agreement
                                                        in accordance with Item
601(b)(10) of Regulation S-K or tell us why you believe you are
                                                        not required to file
this agreement. Please clarify that the joint venture partner will control
                                                        all decisions in
connection with this joint venture and disclose the risks.
 Michael Glimcher
FirstName  LastNameMichael    Glimcher
BentallGreenOak  Industrial Real Estate Income Trust, Inc.
Comapany
January 17,NameBentallGreenOak
            2023                  Industrial Real Estate Income Trust, Inc.
January
Page 2 17, 2023 Page 2
FirstName LastName
Prospectus Summary
What potential competitive strengths does the Adviser offer?, page 4

3.       We note your response to comment 4 of our letter and reissue. 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

4.       We note your response to comment 5 of our letter and reissue. Please
revise your
         disclosure to clarify that you may suspend your redemption plan
indefinitely. Further,
         please revise your risk factor on page 36 to address the impact of
being able to suspend
         your plan indefinitely. Additionally, we note your disclosure on page
25 that you may
         repurchase shares from your advisor and that your advisor will not be
subject to the
         redemption plan limits or early repurchase deductions. However, this
does not address
         whether redemptions of the advisor's shares will impact your ability
to repurchase shares
         under your redemption plan, including the limits of the plan as it
applies to investors.
         Please revise to address this aspect.
Performance Participation Allocation Example, page 157

5.       We note your response to comment 8. Please clarify that there is no
guarantee that you
         can provide a 5% rate of return and that this is a hypothetical in
footnote 1.
General

6.       We note your response to comments 14 and 15 of our letter, and your
reliance on the relief
         granted in prior no-action letters. We note that you are responsible
for analyzing the
         applicability of the tender offer rules, including Rule 13e-4 and
Regulation 14E, and
         Regulation M to your share repurchase program. We are not taking a
position on the
         conclusions described in your response and urge you to consider all
the elements of your
         share repurchase program in determining whether the program is
consistent with relief
         granted.
 Michael Glimcher
BentallGreenOak Industrial Real Estate Income Trust, Inc.
January 17, 2023
Page 3

       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 Stacie Gorman 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
January 17, 2023 Page 3
cc:       Daniel B. Honeycutt, Esq.
FirstName LastName