SECURITIES AND EXCHANGE COMMISSION

FORM S-11

REGISTRATION STATEMENT

Gladstone Commercial Corporation

1750 Tysons Blvd., Fourth Floor

David Gladstone

Copies to:

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-106024

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If deliver of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE

(1)	6,325,000 shares were registered under SEC File No. 333-106024, of which of filing fee of $7,675.39 was previously paid with the earlier registration statement.
(2)	Includes 165,000 shares subject to sale pursuant to the underwriters’ over-allotment option.
(3)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

EXPLANATORY NOTE

      This registration statement is filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and relates to the initial public offering of common stock of Gladstone Commercial Corporation, a Maryland corporation, contemplated by a Registration Statement on Form S-11, Securities and Exchange Commission File No. 333-106024 (the “Prior Registration Statement”), and is filed solely to increase the number of shares to be offered in such offering by 1,100,000 shares plus up to 165,000 additional shares that may be sold pursuant to the underwriters’ over-allotment option. The contents of the Prior Registration Statement, including the amendments thereto, are hereby incorporated into this Form S-11 by reference.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, on the 12th day of August, 2003.

	GLADSTONE COMMERCIAL CORPORATION

	By:	/s/ DAVID J. GLADSTONE

	David J. Gladstone
	Chairman of the Board of Directors and
	Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

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      All exhibits filed with or incorporated by reference in Registration Statement No. 333-106024, as amended, are incorporated by reference into, and shall be deemed a part of, this Registration Statement, except for the following which are filed herewith.

Exhibit Index

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