August 11, 2010
VIA EDGAR and FACSIMILE
Erin E. Martin, Attorney-Advisor
Tom Kluck, Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Mail Stop 3010CF/AD8
Washington, D.C. 20549
|Re:||Phillips Edison ARC Shopping Center REIT Inc.|
|Registration Statement on Form S-11, as amended|
|File No. 333-164313|
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, Phillips Edison ARC Shopping Center REIT Inc. (the Company) hereby requests that the Securities and Exchange Commission (the Commission) accelerate the effective date of the above-referenced Registration Statement in order that the Registration Statement shall become effective at 4:00 P.M. (EST) on August 13, 2010 or as soon thereafter as practicable.
In connection with the acceleration request, the Company hereby acknowledges that:
should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact Rob Bergdolt at 919-786-2002 of DLA Piper LLP (US), counsel to the Company, with any questions about this acceleration request. Please notify us when the delegated authority copy of the order of the Commission declaring the Registration Statement effective has been executed.
Very truly yours,
Phillips Edison ARC Shopping Center REIT Inc.
|By:||/s/ John B. Bessey|
John B. Bessey