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CORRESP
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    nymt_corresp-111009.htm

              HUNTON
      & WILLIAMS LLP

              BANK
      OF AMERICA PLAZA

              600
      PEACHTREE STREET, NE

              ATLANTA,
      GEORGIA 30308-2216

              TEL           404
      • 888 • 4000

              FAX           404
      • 602 • 9039

              November
      10, 2009

              FILE
      NO: 64065.000026

    VIA
EDGAR

    Mr.
Thomas Kluck

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
D.C.  20549

              RE:

              New
      York Mortgage Trust, Inc.

    Registration Statement on Form
S-3

    Filed on October 23, 2009

    Registration
No. 333-162654

    Dear Mr.
Kluck:

    As
counsel to New York Mortgage Trust, Inc., a Maryland corporation (the
“Company”), we are transmitting for filing the Company’s responses to the
comments of the Staff of the Division of Corporation Finance (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) contained in your
letter dated November 6, 2009 in connection with the Company’s filing on October
23, 2009 of a registration statement on Form S-3 (Registration
No. 333-162654) under the Securities Act of 1933, as amended (the
“Registration Statement”).

    For
convenience of reference, each Staff comment contained in your November 6, 2009
comment letter is reprinted below in italics, numbered to correspond with the
paragraph numbers assigned in your letter, and is followed by the corresponding
response of the Company.  Capitalized terms used and not otherwise
defined in this response letter that are defined in the Registration Statement
shall have the meanings set forth in the Registration Statement.

    Summary, page
1

              1.

              You do not appear to meet
      General Instruction I.B.1. of the eligibility requirements for Form S-3
      because the aggregate market value of the voting and non-voting common
      equity held by your non-affiliates is not $75 million or more. Please
      advise us whether you plan to rely on General Instruction I.B.6., or in
      the alternative, choose an appropriate form for your registration
      statement.

    RESPONSE:  The
Company acknowledges that the aggregate market value of its voting and
non-voting common equity held by non-affiliates is less than $75 million and
hereby advises the Staff that it is relying on General Instruction I.B.6 of the
eligibility requirements for use of Form S-3.

        Mr.
Thomas Kluck

        November
10, 2009

        Page
2

              2.

              It appears that you have a
      pending Form S-3, filed with us on June 18,
      2008, with outstanding comments. Please advise us whether you will be
      responding to the outstanding comments, or in the alternative, withdraw
      this registration statement

    RESPONSE: The Company advises the
Staff that it filed a request for withdrawal with the Commission on November 10,
2009 requesting that the Commission consent to the withdrawal of the Company’s
registration statement on Form S-3 (Registration No. 333-151770) filed on
June 18, 2008.

    If you
have any questions or comments regarding the foregoing, or have additional
questions or comments, please contact the undersigned at (404)
888-4077.

    Very truly yours,

    /s/ Christopher C. Green

    Christopher C. Green

              cc:

              Steven
      R. Mumma

    Daniel M. LeBey

    Adam F. Turk