UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A


AMENDMENT
NO. 1





x
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934





For the
quarterly period ended March 31, 2008





OR





o
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934





For the
transition period from _________ to __________





Commission
file number: 333-145949





AMERICAN
REALTY CAPITAL TRUST, INC.


(Exact
name of registrant as specified in its charter)





Maryland
                                  
                                  71-1036989(State
      or other  jurisdiction
                                    of
      incorporation or organization)
                                  
                                  (I.R.S.
      Employer Identification No.)106
      Old York Road
                                    Jenkintown, PA
                                  
                                  19046(Address
      of principal executive offices)
                                  
                                  (Zip
      Code)(215)
      887-2189(Registrant’s
      telephone number, including area
code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. x
Yes  ̈
No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definition of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.





Large
      accelerated filer  ̈
            
            Accelerated
      filer  ̈Non-accelerated
      filer x
            (Do
      not check if a smaller reporting company)
            Smaller
      reporting company  ̈





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).    ̈ Yes x No





The
number of outstanding shares of the registrant’s common stock on May 14, 2008
was 775,985 shares.







EXPLANATORY
NOTE




American Realty Capital
Trust, Inc. (the “Company”) is filing this amendment (the Form 10-Q/A) to our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (the “Form
10-Q”), filed with the U.S. Securities and Exchange Commission on May 14, 2008,to revise our management’s conclusions
regarding the effectiveness of our disclosure controls and procedures as of
March 31, 2008, as a result of our failure to disclose our controls and
procedures in our quarterly report on Form 10-Q for the quarter ended March
31, 2008. Although management had performed its assessment of our controls and
procedures as of March 31, 2008 in a timely manner, the results of such
assessment were inadvertently omitted from our quarterly report on Form 10-Q.





In addition, as required under Rule 12b-15 promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the
Company’s principal executive officer and principal financial officer are
providing new certifications in connection with this Form 10-Q/A. For purposes
of this Form 10-Q/A and in accordance with Rule 12b-15 under the Exchange Act,
Item 4T of the Form 10-Q is set forth herein in its entirety.





Except as described above, this Form 10-Q/A does not
revise, update or in any way affect any information or disclosure contained in
the Form 10-Q, including our Financial Statements or Management’s Discussion and
Analysis of Financial Condition and Results of Operation.





This Form
10-Q/A should be read in conjunction with the original Form 10-Q, which
continues to speak as of the date of the Form 10-Q. Except as specifically noted
above, this Form 10-Q/A does not modify or update disclosures in the original
Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after
the filing of the Form 10-Q or modify or update any related or other
disclosures.









AMERICAN
REALTY CAPITAL TRUST, INC.


INDEX





PART
      I — FINANCIAL INFORMATIONItem
      4T. Controls and Procedures
                      3Signatures
                      4Item
      6. Exhibits
                      5









2





PART
I - Financial Information


Item
4T. Controls and Procedures




In
accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), we, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer,
carried out an evaluation of the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act)
as of the end of the period covered by this Quarterly Report on Form 10-Q. Based
on that evaluationand because of our failure to
include the requireddisclosure of our controls and procedures
in our quarterly report on Form 10-Q for the quarter endedMarch 31, 2008, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures,
as of March 31, 2008 werenot
effective.  We have remedied this failure in the effectiveness of our
disclosure controls and procedures by implementing additional controls and
procedures designed to ensure that the disclosure provided by us meets the
then-current requirements of the applicable filing made under the Securities
Exchange Act of 1934, as amended. In addition, we have amended our quarterly
report on Form 10-Q for the quarter ended March 31, 2008 to provide the required
disclosure.




No change
occurred in our internal controls over financial reporting (as defined in Rule
13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended March
31, 2008 that has materially affected, or is reasonably likely to materially
affect, our internal controls over financial reporting.





Item   6. Exhibits




The
exhibits listed on the Exhibit Index (following the signatures section of this
report) are included, or incorporated by reference, in this quarterly
report.





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SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





American
      Realty Capital Trust, Inc.
                                  (Registrant)By:
                                
                                /s/
      Nicholas S. SchorschNicholas
      S. SchorschChief
      Executive Officer and PresidentBy:
                                
                                /s/
      Brian S. BlockBrian
      S. BlockSenior
      Vice President and Chief Financial Officer





Date:
February 13, 2009





4





EXHIBIT
INDEX




The
following exhibits are included, or incorporated by reference, in this Quarterly
Report on Form 10-Q for the quarter ended March 31, 2008 (and are numbered in
accordance with Item 601 of Regulation S-K).




Exhibit
      No.
            Description31.1
            Certification
      of the Principal Executive Officer of the Company pursuant to Securities
      Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002 (filed herewith).31.2
            Certification
      of the Principal Financial Officer of the Company pursuant to Securities
      Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002 (filed herewith).32
            Written
      statements of the Principal Executive Officer and Principal Financial
      Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
      herewith).





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