SecProbe.io

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October 18, 2005

Mail Stop 4561

Daniel T. Ward
Secretary
JER Investors Trust Inc.
1650 Tysons Blvd., Suite 1600
McLean, VA 22102

RE:		JER Investors Trust Inc.
      File No. 333-128816
Registration Statement on Form S-11
		Filed on October 4, 2005

Dear Mr. Ward:

      This is to advise you that we limited our review of the
above
registration statement to the following matters:

1. Please revise the selling stockholder table on page 86 to
include
the name of each selling stockholder, the amount of securities to
be
offered for each selling stockholder`s account and the percentage
of
the class of securities offered that each selling stockholder will
hold after the completion of the offering, as required by Item 507
of
Regulation S-K.  If you are unable to identify all of the selling
stockholders at this time, please identify all known persons,
describe the class of unknown persons who might sell, and provide
the
total number of securities to be offered by each known person and
by
unknown persons as a group.  In addition, please include an
undertaking to update the selling stockholder table by post
effective
amendment with the names of selling shareholders once you have
identified them.

2. We note from your registration fee table on the cover page of
the
registration statement that you intend to register 11,268,501
shares
for resale.  Please disclose in the selling stockholder section
the
transactions in which you originally issued the shares you are
registering in this prospectus.

      We will not conduct any further review of the registration
statement aside from this matter.  All persons who by statute are
responsible for the adequacy and accuracy of the registration
statement are urged to be certain that all information required
under
the Securities Act of 1933 has been included.

As appropriate, please amend your registration statement in
response
to this comment.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings reviewed by
the staff to be certain that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

	Any questions should be directed to Amanda McManus, Attorney-
Adviser, at (202) 551-3412 or the undersigned at (202) 551-3852.

Sincerely,

Michael McTiernan
Special Counsel

cc:  	David J. Goldschmidt, Esq. (via facsimile)
	Skadden, Arps, Slate, Meagher & Flom LLP

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Daniel T. Ward
JER Investors Trust Inc.
October 18, 2005
Page 2

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