June 19, 2017
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Sonia Barros, Esq. and Rahul Patel, Esq.
Re: Safety, Income and Growth, Inc.
Registration Statement on Form S-11 (SEC File No. 333-217224)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the Act), we hereby join in the request of Safety, Income and Growth, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern time, on June 21, 2017 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 2,626 copies of the Preliminary Prospectus dated June 13, 2017 (the Preliminary Prospectus) through the date hereof, to underwriters, dealers, institutions and others.
In connection with the Preliminary Prospectus distribution for the above-reference issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
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Very truly yours, | |
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MERRILL LYNCH, PIERCE, FENNER & SMITH | |
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INCORPORATED | |
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J.P. MORGAN SECURITIES LLC | |
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BARCLAYS CAPITAL INC. | |
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As Representatives of the several Underwriters | |
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MERRILL LYNCH, PIERCE, FENNER & SMITH | |
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INCORPORATED | |
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By: |
/s/ Michael Liloia |
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Name: |
Michael Liloia |
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Title: |
Vice-President |
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J.P. MORGAN SECURITIES LLC | |
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By: |
/s/ Eddy Allegaert |
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Name: |
Eddy Allegaert |
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Title: |
Managing Director |
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BARCLAYS CAPITAL INC. | |
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By: |
/s/ Scott Kinloch |
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Name: |
Scott Kinloch |
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Title: |
Managing Director |
[Signature Page to Acceleration Request]