SecProbe.io

July 7, 2011
 VIA E-Mail

Ms. Anne D. McCallion Chief Financial Officer PennyMac Mortgage Investment Trust 27001 Agoura Road Calabasas, CA  91301
Re: PennyMac Mortgage Investment Trust
  Form 10-K for the year  ended December 31, 2010
Filed on March 7, 2011 File No. 001-34416

Dear Ms. McCallion:
We have reviewed your filings and have the following comments. In some of our
comments we may ask you to provide us with information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.

 After reviewing the information you provide  in response to these comments, we may
have additional comments.
 Item 7 – Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 47
 1. In future Exchange Act periodic reports, please discuss the current relationship between
your weighted average yield on assets as co mpared to your weighted average financing
costs, and clarify whether your average cost of  funds reflects the impact of swaps for the
covered periods.  In addition, please compare the current spread to the prior reporting
period spread.
 Asset Acquisitions, page 56

 2. We note that a majority of your assets were purchased from one larg e financial institution
and that you have a pending purchase in the amount of $34.0 million from that same institution.  In future Excha nge Act periodic reports, pleas e identify this counterparty.

Ms. Anne D. McCallion  PennyMac Mortgage Investment Trust July 7, 2011 Page 2

 Net Investment Income, pages 57 – 59

 3. Reference is made to page 59.  We note your gain on mortgage loans resulted from
payoffs, valuation changes, and sales.   Pleas e tell us and expand future filings to discuss
each component in greater detail.  Your discussion should include a summary of the
significant transactions related to payoffs a nd sales activity and any trends noted.   In
addition, to the extent applicable, please quantify and discuss any gains within each
component that resulted from your loan modification efforts.

4. Further, please explain the factors contributi ng to the valuation changes and whether they
were driven by changes in expectations rega rding contractual cash flow or changes in
credit risk.  In addition, disc lose significant inputs used  in your valuation, period-to-
period changes in those assump tions and a discussion of th e economic drivers supporting
those changes.  Please provide us the disclo sure you will include in future Exchange Act
periodic reports to address this issue.
5. In future Exchange Act periodic reports, please disclose the valuation changes by loan
type.
 6. We note your measure of proceeds received from  loans resolved during 2010 as it relates
to the purchase price of those loans.  To balance your discussion, tell us what
consideration was given to quant ifying the expenses or cash ou tflows associated with the
settled loans.
 7. You disclose on page 59, that you cannot provi de assurances that the cash received on
settled loans is indicative of future cash r eceipts on your existing mortgage investments
or on future investments in mortgage-relate d assets.  Please clar ify if there is any
backtesting performed subsequent to the se ttlement to validate the values assigned to
these assets and whether you use that informa tion in updating your fair value model.  In
addition, please disclose in fu ture periodic reports whether you believe the fair values
reflected diverge materially from am ounts you currently antic ipate realizing upon
settlement.  If so, disclose why and the basis for your views.
 Investment Portfolio Composition, page 60

 8. Tell us what consideration was given to also  including a tabular pr esentation showing the
fair value of your mortgage-backed securiti es and your mortgage loan portfolio as
compared to the fair value of the underlyi ng collateral.  Provide a discussion of how
collateral values are considered and verified in your fair value anal yses for these assets.
 9. We note in 2010 a significant amount of the loans acquired are in foreclosure.  In
addition, we also note that almost half of your nonperforming loans have a loan-to-value
at or greater than 100%.  Please provide an  enhanced discussion in your MD&A of how
you plan to mitigate the risks re lated to the most troubled lo ans in your portfolio.  Given

Ms. Anne D. McCallion  PennyMac Mortgage Investment Trust July 7, 2011 Page 3

 the nonaccrual loans are not generating in terest income, clarify your strategy for
generating revenue and cash flow from foreclos ed loans with collateral values less than
the principal amounts due and provide enhan ced disclosures of how you monitor these
loans, your restructuring effo rts, settlements during the period, as well as any notable
trends.
 Liquidity and Capital Resources, page 65

 10. We note that your debt financing agreements c ontain financial covenants.  To the extent
you have material sources of li quidity that include financial covenants that may restrict
future financing flexibility, please include a more detailed discussion of these covenants
in future Exchange Act periodic reports.  In addition, please confirm that in future
Exchange Act periodic reports you will disclose  your actual financial covenant ratios to
the extent that compliance with such ratios is having a material impact on your financial flexibility, such as by pr ecluding new indebtedness.

11. In future Exchange Act periodic reports, pl ease provide a brief description of the margin
call provisions of your repurchase agreements, including the percentage  asset decline that
could cause a margin call.
12. In future Exchange Act periodic reports,  please expand the disclosure regarding your
leverage strategy to address your current st rategy with respect to the term of your
borrowings and the use of securitizations.
Financial Statements and Notes

 Note 3 – Significant Accounting Policies

 Mortgage-Backed Securities a nd Mortgage Loans, page F-8

 13. We note that both broker quotes for mortgage-b acked securities and fair value estimates
for mortgage loans are reviewed by PCM.   Please tell us and expand future filings to discuss the procedures performed to validate the prices obtained from broker quotes for
mortgage-backed securities and determined us ing a discounted cash flow valuation model
for mortgage loans.   Please provide us the disclosure you will include in future Exchange
Act periodic reports to  address this issue.
 14. In addition, please explain the ra tionale for a broker to modi fy their indication of value
based on the evaluations from PCM, tell us how  often this occurs and what has been the
impact to the fair values recognized in your financial statements.
 15. For your mortgage loans, we note you empl oy loan modification programs focused on
keeping borrowers in their homes.   Please quantify the total amount of loans modified
and clarify whether all modifica tions are treated as troubled de bt restructurings.   To the

Ms. Anne D. McCallion  PennyMac Mortgage Investment Trust July 7, 2011 Page 4

 extent that all modifications we re not troubled debt restructur ings, please explain why.
In addition, please tell us and consider expa nding future filings to describe your loan
modification programs.   Your discussion shoul d include a description of the key features
of the loan modification program, including the significant terms modified and whether
the modifications are short-term or long-term  and quantify the types of concessions made
(i.e. reduction in interest rate, payment exte nsions, or forgiveness of principal).  Please
provide us the disclosure you will include in future Exchange Act periodic reports to
address this issue.
 Investment Consolidation, page F-9

 16. Please tell us how you determined that you do not have a variable  interest in your
affiliated service providers under the guidance in ASC 2009-17.
  Note 13 – Commitments and Contingencies, page F-24

 17. Based on the disclosure included in your risk  factor on page 35, we note you are required
to repurchase or substitute mortgage loans if you breach a representation or warranty in
connection with loans you sell.   Please  clarify how you have complied with the
disclosure requirements outlined in paragraphs 460-10-50-2 to 4 of the FASB Accounting
Standards Codification for these guarantees.  Please provide us th e disclosure you will
include in future Exchange Act period ic reports to address this issue.
   We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. 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.

In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Ms. Anne D. McCallion  PennyMac Mortgage Investment Trust July 7, 2011 Page 5

 You may contact Wilson K. Lee at (202) 551-3468 or me at (202) 551-3413 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Kristina Aberg at (202) 551-3404 or  Angela McHale at (202) 551- 3402 with any other questions.
                                                                     Sincerely,
  /s/ Cicely LaMothe        Cicely LaMothe
               Senior Assistant Chief Accountant