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Mailstop 3233
June 10 , 2016

Via E -mail
Ms. Anne D. McCallion
Chief Financial Officer
PennyMac Mortgage Investment Trust
6101 Condor Drive
Moorpark , CA 93021

Re:  PennyMac  Mortgage Investment Trust
Form 10 -K for the year ended December 31, 2015
Filed on February 29, 2016
File No. 001 -34416

Dear Ms. McCallion:

We have reviewed your filing an d have the following comment s.  In our comment s, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to these comment s within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do  not believe our
comment s apply  to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comment s, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015
 General

1. We note your response in your letter dated July 31, 2014, in which you state that in future
Exchange Act periodic filings you will disclose your leverage ratio.   We further note that
you disclosed your leverage ratio in your earnings slide presentations f or the fourth
quarter of 2015 and first quarter of 2016.   To the extent this metric is a key performance
or liquidity indicator, please include disclosure of this metric in future Exchange Act
periodic reports.

Ms. Anne D. McCallion
PennyMac Mortgage Investment Trust
June 10, 2016
Page 2

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

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, page 83

2. We note your disclosure regarding the amount at risk relating to your debt financing on
page 84, as well as your risk factor dis closure regarding haircuts under your repurchase
agreements under the heading “We finance our investments with borrowings, which may
materially and adversely affect our return on our investments and may reduce cash
available for distribution to our shareho lders” on page 17.   In future Exchange Act
periodic reports, to the extent material, please identify your period end weighted average
haircut and discuss any trends in these rates between periods.

Note 3 – Significant Accounting Policies

Credit Risk Transfer, page F -10

3. We note that transfers of mortgage loans subject to CRT agreements receive sale
accounting upon fulfillment of the criteria for sale recognition.  Please provide to us a
detailed analysis to support your conclusion that sale accounting  is appropriate for these
transactions in light of the retention of a portion of the credit risk.

Definitive Proxy Statement on Schedule 14A

4. We note your disclosure regarding individual equity -based awards to your named
executive officers.  In future filings, please expand your disclosure to describe the basis
for each individual equity -based award to your named executive officers, including how
you determined the specific amounts.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a com pany’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment , please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

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

Ms. Anne D. McCallion
PennyMac Mortgage Investment Trust
June 10, 2016
Page 3

 You may contact Shannon Sobotka, Staff Accountant,  at (202) 551 -3856  or Jaime John,
Branch Chief, at (202) 551 -3446  if you have questions regarding comments on the financial
statements and related matters.  Please contact  Sara Von Althann, Staff Attorney , at (202) 551 -
3207 or Tom Kluck, Branch Chief,  at (202) 551 -3233 with any other question s.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Senior Assistant Chief Accountant
Office of Real Estate and
Commodities