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                              August 30, 2023

       Dennis G. Schuh
       Chief Executive Officer and President
       Starwood Credit Real Estate Income Trust
       2340 Collins Avenue
       Miami Beach, FL 33139

                                                        Re: Starwood Credit
Real Estate Income Trust
                                                            Form 10-12G
                                                            Filed August 3,
2023
                                                            File No. 000-56577

       Dear Dennis G. Schuh:

              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 within ten business days 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.

       Registration Statement on Form 10-12G

       Item 1. Business, page 2

   1.                                                   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 plan. We
                                                        urge you to consider
all the elements of your share repurchase plan 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.
                                                        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.
 Dennis G. Schuh
Starwood Credit Real Estate Income Trust
August 30, 2023
Page 2
2.       Please be advised that you are responsible for analyzing the
applicability of Regulation M
         to your share repurchase plan. We urge you to consider all the
elements of your share
         repurchase plan 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
         plan is entirely consistent with that class exemption, you may contact
the Division of
         Trading and Markets at 202-551-5777.
Item 1A. Risk Factors
Your ability to have your common shares repurchased through our share
repurchase plan is
limited. . . ., page 61

3.       Please provide the information investors need to assess the magnitude
of the risk. We
         note, for example, the media reports that Starwood Real Estate Income
Trust limited
         withdrawals in 2022 and 2023. Disclose the occurrence of these events
and the material
         consequences to those investors.
Item 15: Financial Statements and Exhibits, page 158

4.       Please file your agreement with Starwood Capital for initial
capitalization and repurchase
         as an exhibit.
General

5.       Because the company is a blind pool with no operating history and is
dependent on
         Starwood Capital and its affiliates, please include disclosure
comparable to that required
         by Industry Guide 5, including prior performance tables for programs
with similar
         investment objectives, or advise why such disclosure would not be
material to investors.
          For guidance, see CF Disclosure Guidance: Topic No. 6.
6.     On the cover page, please identify the classes of common shares you are
registering under
       the Exchange
FirstName            Act or advise.
           LastNameDennis    G. Schuh
Comapany
7.         NameStarwood
      Please                Credit Real
              note that the Division     Estate Income
                                     of Investment     Trust
                                                    Management is reviewing
your filing and may
Augusthave  further
       30, 2023     comments.
                 Page  2
FirstName LastName
 Dennis G. Schuh
FirstName LastNameDennis     G. Schuh
Starwood Credit Real Estate Income Trust
Comapany
August 30, NameStarwood
           2023           Credit Real Estate Income Trust
August
Page 3 30, 2023 Page 3
FirstName LastName
        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.

       You may contact Frank Knapp at 202-551-3805 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-3713
with any
other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Real
Estate & Construction
cc:      Ryan Bekkerus