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CORRESP
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PENNYMAC MORTGAGE INVESTMENT TRUST

27001 AGOURA ROAD, THIRD FLOOR

CALABASAS, CALIFORNIA 91301

VIA EDGAR AND FACSIMILE

Thomas Kluck

Division of Corporation
Finance

Securities and Exchange
Commission

Washington, D.C. 20549

July 28, 2009

Re:                               PennyMac
Mortgage Investment Trust (the “Registrant”)

Registration
Statement on Form S-11 (File No. 333-159460)

Dear Mr. Kluck:

Pursuant
to Rule 461 and Rule 430A under the Securities Act of 1933, as
amended, the Registrant hereby requests acceleration of the registration
statement on Form S-11 (File No. 333-159460), at 4:00 p.m. Eastern Time on July 29,
2009, or as soon as practicable thereafter.
By separate letter, the underwriters of the issuance of the securities
being registered have joined in this request for acceleration.

In
connection with this request, the Registrant acknowledges that:

(1)
should the Securities and Exchange Commission (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;

(2)
the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosure in
the filing; and

(3)
the Registrant may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

  Very truly yours,

  PennyMac Mortgage
  Investment Trust

  By:

  /s/ Anne D. McCallion

  Name:

  Anne D. McCallion

  Title:

  Chief Financial Officer and Treasurer

  Global Markets &
  Investment Banking

  One Bryant Park

  New York, New York 10036

  646-855-6765

  July 28, 2009

Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:

  PennyMac Mortgage
  Investment Trust

  Registration Statement
  No. 333-159460

Gentlemen:

We hereby join the
company in requesting that the effective date for the registration statement
referred to above be accelerated so that it will be declared effective at 4:00 p.m.
Eastern Time on July 29, 2009, or as soon thereafter as possible, pursuant
to Rule 430A.

The underwriters of the
above issue were advised by invitation wire and in subsequent underwriting
papers that they must comply with the provisions of SEC Release No. 33-
4968 of the 1933 Act and Rule 15c2-8 under the 1934 Act.  Copies of the preliminary prospectus have
been or will be made available in sufficient time for distribution to all
prospective purchasers no less than 48 hours prior to the time it is expected
confirmations will be mailed.  The
undersigned, as joint-lead managers, have and will, and each underwriter and
each dealer has advised the undersigned that it has and will comply with
Release No. 33-4968 of the 1933 Act and Rule 15c2-8 under the 1934
Act.

In connection with the
foregoing and pursuant to Rule 460 please be advised that the undersigned
have effected approximately the following distribution of copies of the
Preliminary Prospectus dated July 16, 2009.

  N.Y.S.E.

  1

  Financial
  Services and Publications

  10

  FINRA

  5

  Underwriters

  5,290

  Dealers

  32

  Individuals &
  Corporations

  1,097

  MLPF&S
  Inc. Branch Offices

  2,013

  8,448

   Copies

  Very truly yours,

  MERRILL LYNCH, PIERCE,
  FENNER & SMITH INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC

  DEUTSCHE BANK SECURITIES
  INC.

  As Representatives

  BY: MERRILL LYNCH,
  PIERCE, FENNER & SMITH INCORPORATED

  By:

  /s/ Palma Mazzolla

  Palma Mazzolla

  Authorized Signatory

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