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.

 

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Very truly yours,

 

 

 

 

 

MERRILL LYNCH, PIERCE, FENNER & SMITH

 

INCORPORATED

 

J.P. MORGAN SECURITIES LLC

 

BARCLAYS CAPITAL INC.

 

 

 

As Representatives of the several Underwriters

 

 

 

 

 

MERRILL LYNCH, PIERCE, FENNER & SMITH

 

INCORPORATED

 

 

 

 

 

By:

/s/ Michael Liloia

 

Name:

Michael Liloia

 

Title:

Vice-President

 

 

 

 

 

 

 

J.P. MORGAN SECURITIES LLC

 

 

 

 

 

 

 

By:

/s/ Eddy Allegaert

 

Name:

Eddy Allegaert

 

Title:

Managing Director

 

 

 

 

 

 

 

BARCLAYS CAPITAL INC.

 

 

 

 

 

 

 

By:

/s/ Scott Kinloch

 

Name:

Scott Kinloch

 

Title:

Managing Director

 

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