August 22, 2024

Brian Riley
Chief Financial Officer
Principal Credit Real Estate Income Trust
711 High Street
Des Moines, IA 50392

       Re: Principal Credit Real Estate Income Trust
           Registration Statement on Form 10-12G
           Filed July 26, 2024
           File No. 000-56670
Dear Brian Riley:

       We have reviewed your filing and have the following comments.

       Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Registration Statement on Form 10-12G filed July 26, 2024
Item 1. Business, page 6

1.     Please revise the diagram on page 17 to clarify who you intend to refer
to by the phrase
       "investors in this offering" and whether these are the holders of the
Classes S, T, D and I
       common shares that you are registering.
Borrowing Policies, page 12

2.     Please clarify if true that there is no limit on the maximum amount of
indebtedness you
       may incur with respect to your senior mortgages or on a portfolio-wide
basis.
Financing Arrangements, page 13

3.     Please revise your discussion in this section to further explain your
match funding
       strategy, including how you will match assets with liabilities with
respect to interest rates
       as well as maturity.
 August 22, 2024
Page 2
Item 1. Business
(c) Description of Business
Advisory Agreement
Management Fee, Performance Fee and Expense Reimbursements, page 19

4.     We note that your calculation of the performance fee attributable to
shareholders of Class
       S, T, D, and I shares, is based on the company's measure titled Core
earnings. We further
       note this measure is to include adjustments for various unrealized gains
(losses), as well
       as one-time events pursuant to changes in U.S GAAP, and certain non-cash
adjustments
       and certain material non-cash income or expense items after discussions
between the
       Adviser and the your independent trustees, subject to the approval of
the majority of such
       trustees. Please tell us whether you intend to use this measure in
future filings in any other
       capacity, including but not limited to, whether you plan to present this
as a non-GAAP
       financial measure subject to Item 10(e) of Regulation S-K.
Anchor Investment and Repurchase Terms, page 22

5.     Disclosure in the second paragraph that Anchor Investors may request the
repurchase of
       Class A shares equal to the amount available under your share repurchase
plan's 5%
       quarterly cap appears to conflict with disclosure immediately following
that the Class A
       shares are not subject to the quarterly limitation. Please revise to
clarify. Please also
       clarify whether Class A shares could be repurchased up to the 5% cap if
the company, in
       its discretion, determines to repurchase fewer shares in any calendar
quarter than have
       been requested to be repurchased as described on page 25.
Distribution Reinvestment Plan, page 24

6.     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.
7.     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.
 August 22, 2024
Page 3
Risk Factors, page 57

8.     Please include risk factor disclosure that you may change your
investment strategy and
       finance strategy without an investor vote.
Certain Other Principal Accounts have similar or overlapping investment
objectives . . . , page 89

9.     Please clarify whether there are Other Principal Accounts that have
priority over you or
       where your participation may be restricted, as suggested at the end of
the first paragraph
       in this risk factor. If so, please also explain how this is consistent
with the description of
       the allocation of opportunities as described on pages 23 and 126, that
you will be in a
       rotational transaction allocation queue with Other Principal Accounts
and that the
       availability of investment opportunities will generally depend on the
length of time since
       the company was last offered an investment.
NAV and NAV Per Share Calculation, page 135

10.    Please provide us, on a supplemental basis, with your template for
future NAV
       disclosures.
General

11.    Please note that the Division of Investment Management is reviewing your
filing and may
       have further comments.
12.    We note disclosure throughout the prospectus describing your dependence
upon and
       competitive strength of Principal Real Estate. For example, we note your
discussion of
       Principal Real Estate   s history in real estate beginning on page 6,
your intention to
       leverage its significant scale and existing relations to source lending
opportunities on page
       8 and your statement that your most powerful potential competitive
strength is your
       affiliation with Principal Real Estate which has over six decades of
real estate
       management experience on page 10. Because the company is a blind pool
with no
       operating history, please include prior performance disclosure for
programs with similar
       investment objectives, or tell us why this information, including
material adverse business
       developments, would not be material to investors.
 August 22, 2024
Page 4

        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.

       Please contact Babette Cooper at 202-551-3396 or Mark Rakip at
202-551-3573 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765 with any
other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Real Estate
& Construction
cc:   Daniel B. Honeycutt