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    September
      21, 2007

    VIA
      EDGAR

    Mr.
      Kevin
      Woody

    Branch
      Chief

    United
      States Securities and Exchange Commission

    Division
      of Corporate Finance

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

              RE:

                New
                  York Mortgage Trust, Inc.

              Form 10-K for the fiscal year ended
                December
                31, 2006

              File No.
                001-32216

    Dear
      Mr.
      Woody:

    This
      letter is in response to the comments of the staff (the “Staff”) of the Division
      of Corporation Finance of the Securities and Exchange Commission (the
“Commission”) made in your letter dated July 26, 2007 with respect to the Annual
      Report on Form 10-K for the year ended December 31, 2006 of New York Mortgage
      Trust, Inc. (the “Company”).

    For
      convenience of reference, each Staff comment contained in your letter is
      reprinted below in italics, numbered to correspond with the paragraph numbers
      assigned in your July 26, 2007 comment letter, and is followed by the
      corresponding response of the Company.

    Form
      10-K for the fiscal year ended December 31, 2006

    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations

    Significance
      of Estimates and Critical Accounting Policies

    Loan
      Loss Reserves on Mortgage Loans, page 34

      Mr.
        Kevin
        Woody

      Securities
        and Exchange Commission

      September
        21, 2007

      Page
        2

    1.    We
      note from your disclosure on page 33 that you repurchased a total of $28.9
      million of mortgage loans in 2006, that sub-prime and Alternative-A loans
      comprised approximately 10% and 26% of your 2006 originations, respectively.
      Additionally, we have noted disclosure, in your Form 8-K filed on April 3,
      2007,
      that repurchases in February and March of 2007 led to an increase in your 2006
      loan loss reserves by an additional $782,000. In light of unfavorable market
      conditions, recent downgrades of mortgage backed securities by credit agencies,
      and the likelihood that climbing interests rates will lead to higher default
      rates as ARM and Hybrid ARM reset, please tell us how these negative trends
      and
      the industry downturn has impacted your impairment analyses and include
      discussion of specific assumptions that have changed in connection with
      performing these analyses. In your response, please address both loan
      repurchases as well as loans held for the purpose of generating net interest
      income. Finally, please tell us the amount of loans, if any, that you have
      been
      required to repurchase related to your origination business subsequent to your
      most recent periodic filing.

    RESPONSE:

    The
      Company notes the Staff’s comment and directs the Staff to the following
      disclosures, each as set forth in the Company’s quarterly report on Form 10-Q
      for the period ended June 30, 2007:

    Note
      1 to
      the Consolidated Financial Statements (page 8):

    “Loan
      Loss Reserves on Mortgage Loans Held in Securitization Trusts--
      We establish a reserve for loan losses based on management's judgment and
      estimate of credit losses inherent in our portfolio of mortgage loans held
      in
      securitization trusts.

    Estimation
      involves the consideration of various credit-related factors including but
      not
      limited to, macro-economic conditions, the current housing market conditions,
      loan-to-value ratios, delinquency status, historical credit loss severity rates,
      purchased mortgage insurance, the borrower's credit and other factors deemed
      to
      warrant consideration. Additionally, we look at the balance of any delinquent
      loan and compare that to the value of the property. If there is a doubt as
      to
      the objectivity of the original property value assessment, or if the loan is
      seasoned or in an area deemed to be declining in value, we utilize various
      internet based property data services to look at comparable properties in the
      same area or consult with a realtor in the property's area.

    Comparing
      the current loan balance to the property value determines the current
      loan-to-value (“LTV”) ratio of the loan. Generally, we estimate that a first
      lien loan on a property that goes into a foreclosure process and becomes real
      estate owned (“REO”), results in the property being disposed of at approximately
      68% of the property's original value. This estimate is based on management's
      long term experience in similar market conditions. It is possible however that
      given today's deteriorating market conditions, we may realize less than that
      return in certain cases. Thus, for a first lien loan that is delinquent, we
      will
      adjust the property value down to approximately 68% of the original property
      value and compare that to the current balance of the loan. The difference,
      plus
      an estimate of past interest due, determines the base reserve taken for that
      loan. This base reserve for a particular loan may be adjusted if we are aware
      of
      specific circumstances that may affect the outcome of the loss mitigation
      process for that loan. Predominately, however, we use the base reserve number
      for our reserve.

      Mr.
        Kevin
        Woody

      Securities
        and Exchange Commission

      September
        21, 2007

      Page
        3

    At
      June 30, 2007, we had a loan loss reserve of $0.9 million on mortgage loans
      held
      in securitization trusts.”

    Management’s
      Discussion and Analysis of Financial Condition and Results of Operations
(Page
      44):

    “Loan
      Loss Reserves on Mortgage Loans--
      We evaluate a reserve for loan losses based on management's judgment and
      estimate of credit losses inherent in our portfolio of mortgage loans held
      for
      sale and mortgage loans held in securitization trusts.

    Estimation
      involves the consideration of various credit-related factors including but
      not
      limited to, the current housing market conditions, loan-to-value ratios,
      delinquency status, historical credit loss severity rates, purchased mortgage
      insurance, the borrower's credit and other factors deemed to warrant
      consideration. Additionally, we look at the balance of any delinquent loan
      and
      compare that to the value of the property. As many of the loans involved in
      current reserve process were funded in the past six to twelve months, we
      typically rely on the original appraised value of the property, unless there
      is
      evidence that the original appraisal should not be relied upon. If there is
      a
      doubt to the objectivity of the original property value assessment, we either
      utilize various internet based property data services to look at comparable
      properties in the same area, or consult with a realtor in the property's
      area.

    Comparing
      the current loan balance to the original property value determines the current
      loan-to-value (“LTV”) ratio of the loan. Generally we estimate that a first lien
      loan on a property that goes into a foreclosure process and becomes real estate
      owned (“REO”), results in the property being disposed of at approximately 68% of
      the property's original value. This estimate is based on management's long
      term
      experience in similar market conditions. Thus, for a first lien loan that is
      delinquent, we will adjust the property value down to approximately 68% of
      the
      original property value and compare that to the current balance of the loan.
      The
      difference, plus an estimate of past interest due, determines the base reserve
      taken for that loan. This base reserve for a particular loan may be adjusted
      if
      we are aware of specific circumstances that may affect the outcome of the loss
      mitigation process for that loan. Predominately, however, we use the base
      reserve number for our reserve.

    Reserves
      for second liens are larger than that for first liens as second liens are in
      a
      junior position and only receive proceeds after the claims of the first lien
      holder are satisfied. As with first liens, we may occasionally alter the base
      reserve calculation but that is in a minority of the cases and only if we are
      aware of specific circumstances that pertain to that specific loan.”

    Mr.
      Kevin
      Woody
      Securities
        and Exchange Commission

      September
        21, 2007

      Page
        4

    Since
      the Company reported its second quarter 2007 operating results, it has continued
      to negotiate settlements pertaining to loan repurchase requests for loans
      originated by its discontinued mortgage lending business. As of September 5,
      2007, the Company has settled approximately 77% of all repurchase requests
      that
      were outstanding as of August 6, 2007, the date on which second quarter 2007
      operating results were reported. Since the Company’s most recent
      periodic
      filing, the Company has received one new loan repurchase request for a single
      loan with an original principal balance of $178,000.

    Financial
      Statements

    Consolidated
      Statements of Cash Flows, page F-7

    2.    We
      note that dividends paid have exceeded net cash provided by (used in) operating
      activities during two of the three periods provided in your consolidated
      statements of cash flows. Please discuss the source(s) of these excess
      distributions, within the Liquidity and Capital Resources section of your
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations, as dividends in excess of net cash provided by operating activities
      raise concerns about the sustainability of dividend distributions into the
      future.

    RESPONSE:

    The
      Company notes the Staff’s comment and advises the Staff that it will in the
      future discuss the source(s) of excess distributions, if any, in its periodic
      filings with the Commission. The Company has funded excess distributions in
      the
      past with from working capital. In addition, the Company directs the Staff
      to
      the following disclosures, each as set forth in the Company’s quarterly report
      on Form 10-Q for the period ended June 30, 2007:

    Management’s
      Discussion and Analysis of Financial Condition and Results of Operations -
      Liquidity and Capital Resources (Page 60):

    “Liquidity
      is a measure of our ability to meet potential cash requirements, including
      ongoing commitments to repay borrowings, fund and maintain investments, pay
      dividends to our stockholders and other general business needs. We recognize
      the
      need to have funds available for our operating businesses and our investment
      portfolio. We plan to meet liquidity through normal operations with the goal
      of
      avoiding unplanned sales of assets or emergency borrowing of funds…

     …On
      July 3, 2007, the Company's board of directors elected to omit a dividend for
      the 2007 second quarter. The board of director's decision reflected the
      Company's focus on elimination of operating losses through the sale of the
      mortgage lending businesses with a view to conserving capital to build future
      earnings from our portfolio management operations. The Company's board of
      directors will continue to evaluate the Company's dividend policy each
      quarter and will make adjustments as necessary, based on a variety of factors,
      including, among other things, the Company's financial condition, liquidity,
      earnings projections and business prospects. Our dividend policy does not
      constitute an obligation to pay dividends, which only occurs when the board
      of
      directors declares a dividend. Including this omitted dividend, during the
      six
      months ended June 30, 2007, we distributed approximately $1.8 million in common
      stock dividends….”

    Mr.
      Kevin
      Woody
      Securities
        and Exchange Commission

      September
        21, 2007

      Page
        5

    Part
      II,
      Item 1A - Risk Factors (page 71):

    “We
      have not established a minimum dividend payment level for our common
      stockholders and there are no assurances of our ability to pay dividends to
      them
      in the future.

    We
      intend to pay quarterly dividends and to make distributions to our common
      stockholders in amounts such that all or substantially all of our taxable income
      in each year, subject to certain adjustments, is distributed. This, along with
      other factors, should enable us to qualify for the tax benefits accorded to
      a
      REIT under the Code. We have not established a minimum dividend payment level
      for our common stockholders and our ability to pay dividends may be harmed
      by
      the risk factors described in this annual report on Form 10-K. On July 3, 2007,
      our board of directors elected to omit declaring and paying a dividend to common
      stockholders for the 2007 second quarter.  The board of directors' decision
      reflected the company's focus on elimination of operating losses through
      the sole of our mortgage lending business with a view to conserving capital
      to
      build future earnings from our portfolio management operations.  All
      distributions to our common stockholders will be made at the discretion of
      our
      board of directors and will depend on our earnings, our financial condition,
      maintenance of our REIT status and such other factors as our board of directors
      may deem relevant from time to time. There are no assurances of our ability
      to
      pay dividends in the future.”

    Summary
      of Significant Accounting Policies

    Mortgage
      Loans Held in Securitization Trusts, page F-10

    3.    We
      note from your disclosure that your fourth securitization in March 2006 (unlike
      the first three that were treated as financings) was treated as a sale for
      accounting purposes. Please tell us how you met all of the criteria in paragraph
      9 of SFAS 140 in order to qualify for sales treatment. Additionally, please
      provide the disclosures required by paragraph 17h of SFAS 140, including
      disclosure of the gain or loss from the sale of assets in
      securitizations.

    RESPONSE:

      Paragraph
        9 of SFAS 140 provides that:

      A
        transfer of financial assets (or all or a portion of a financial asset) in
        which
        the transferor surrenders control over those financial assets shall be accounted
        for as a sale to the extent that consideration other than beneficial
        interests in
        the
        transferred assets is received in exchange. The transferor has surrendered
        control over transferred assets if and only if all
        of the following conditions are
        met:

              a.

                The
                  transferred assets have been isolated from the transferor—put
                  presumptively beyond the reach of the transferor and its creditors,
                  even
                  in bankruptcy or other
                  receivership.

              b.

                Each
                  transferee (or, if the tra