May 14, 2012
Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
| Re: | Power REIT |
DEFA14A filed May 14, 2012
File No. 0-54560
Dear Ms. Chalk:
On behalf of Power REIT (the “Trust”), I write in response to your letter dated May 14, 2012 commenting on the additional definitive proxy materials referred to above. In particular, in regard to the bullet points on the second page of your letter and the Trust’s DEFR14A filing being filed contemporaneously with this letter , I acknowledge on behalf of Power REIT that:
| · | the Trust is responsible for the adequacy and accuracy of the disclosure in the filing; |
| · | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| · | the Trust may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours,
POWER REIT
By: /s/ David H. Lesser
Name: David H. Lesser
Title: CEO & Chairman
Cc:
Richard Baumann, Morrison Cohen LLP