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CORRESP
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CORRESP

 6101 Condor Drive

Moorpark, CA 93021

 July 12, 2013

 Ms. Cicely LaMothe

 Senior
Assistant Chief Accountant

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

SUBJECT:

 File No. 001-34416

 Response
to your comment letter

 PennyMac Mortgage Investment Trust

 Form 10-K for the year ended December 31, 2012, filed on February 28, 2013

 Form 10-Q for
the quarter ended March 31, 2013, filed May 10, 2013

 Dear Ms. LaMothe:

 I am writing in response to your letter dated July 1, 2013 regarding your review of the Annual Report on Form 10-K of PennyMac Mortgage Investment Trust (the “Company”) for the year ended
December 31, 2012 as filed on February 28, 2013 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 as filed on May 10, 2013.

 Following are our responses to your comments. For ease of review, we have reprinted your comments in bold face followed by our responses.

 Form 10-K for the year ended December 31, 2012

 Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 51

 Net investment income, page
65

1.
We note a significant percentage of your increased net investment income is the result of non-cash fair value adjustments. As noted in the Commission’s Guidance
Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations (FR-72), to facilitate transparency and assist readers in identifying more readily the most important information, companies should present their
disclosure in a manner that emphasizes the information and analysis that is most significant. In future periodic filings, consider expanding your discussion to more clearly and prominently discuss the portion of your net investment income derived
from fair value adjustments versus the portion derived from your core business operations and the drivers of each.

 Ms. Cicely LaMothe

 July 12, 2013

  Page
 2
 of 13

 Management views fair value adjustments as an essential element of our core business
operations, and in future filings our MD&A will include a discussion of the portion of net investment income derived from fair value adjustments, as well as a discussion about the timing of cash flows associated with resolution of our portfolios
of distressed loans as contrasted with the valuation changes recorded on such assets as illustrated below. This information is currently presented in tabular form on pages 64 (cash proceeds from liquidation activities of distressed mortgage loans
and REO); 71 (valuation changes); and 92 (accumulated net gain on mortgage loans and REO compared to proceeds received and additional net gain (loss) realized upon liquidation).

Net Gain (Loss) on Investments

 During 2012, we recognized net gains on mortgage loans acquired for sale, MBS and mortgage loans totaling $251.3 million compared to $90.3 million in 2011. The increase in 2012 is
primarily related to our correspondent lending operations. We recognized higher fair value returns on our mortgage loans acquired for sale at fair value as compared to mortgage loans at fair value, and our average investment in mortgage loans
acquired for sale increased from 7% of the average balance of mortgage loans in 2011 to 35% of the average balance of mortgage loans in 2012. Our average portfolio balance of mortgage loans increased $623.3 million or 91% during 2012 as
compared to 2011.

 During 2011, we recognized net gains on mortgage loans acquired for sale, MBS and
mortgage loans totaling $90.3 million compared to $27.4 million in 2010. The increase in 2011 as compared to 2010 is due primarily to growth in our portfolio of investments in financial instruments, compounded by a change in the mix of
our investments toward a higher concentration of mortgage loans at fair value. We recognized higher fair value returns on our investment in mortgage loans at fair value as compared to MBS, and our average investment in mortgage loans at fair value
increased from 51% of the average balance of our investments in 2010 to 78% of the average balance of our investments in 2011. Our average portfolio balance increased $474.6 million or 138% during 2011 as compared to 2010.

During 2012, we recognized net valuation gains on our portfolios of MBS totaling $0.6 million compared to net valuation
losses of $2.8 million in 2011. The valuation gains represent the change in value through the date of sale of the respective securities. We sold all of our MBS during the year ended December 31, 2012. At December 31, 2012, we did not hold
any MBS.

 2

 Ms. Cicely LaMothe

 July 12, 2013

  Page
 3
 of 13

 During 2011, we recognized net valuation losses on our portfolios of
MBS totaling $2.8 million compared to net valuation gains of $233,000 in 2010. The valuation losses reflect, in part, marketplace concerns regarding the potentially growing supply of MBS similar to those we held as a result of sales by the
Federal Reserve Bank and other entities, marketplace discounting of distressed MBS resulting from expectations that involuntary prepayments of mortgages underlying the securities would remain slow or slow further due to regulatory actions relating
to servicers’ foreclosure activities, and marketplace concern regarding servicers’ behavior with respect to advancing and modification practices. Valuation of certain MBS also decreased due to reduced credit support from subordinate
tranches. The weighted average discount rate of the non-Agency subprime MBS, the most sizable component of our MBS portfolio, increased from 4.5% at December 31, 2010 to 8.0% at December 31, 2011, reflective of those market factors.

 Net gains on mortgage loans at fair value and mortgage loans under forward purchase agreements under fair
value are summarized below:

Year ended December 31,

2012

2011

2010

(in thousands)

 Valuation changes(1):

 Performing loans

$
2,592

$
9,542

 Nonperforming loans

81,225

55,730

83,817

65,272

$
10,754

 Payoffs

19,341

19,950

12,036

 Sales

(121
)

233

4,405

$
103,037

$
85,455

$
27,195

(1)
Comparative prior period information was not maintained for the year ended December 31, 2010.

Because we have elected to record our mortgage loans and mortgage loans under forward purchase agreements at fair value, a
substantial portion of the income we record with respect to such loans results from changes in fair value. Valuation changes amounted to $83.8 million, $65.2 million and $10.8 million in 2012, 2011 and 2010, respectively, and represent noncash
income items. Cash is generated when mortgage loans and mortgage loans under forward purchase agreements are monetized through payoffs or sales, or when payments of principal and interest occur on such loans, generally after they are modified.

 3

 Ms. Cicely LaMothe

 July 12, 2013

  Page
 4
 of 13

 During the years ended December 31, 2012, 2011 and 2010, we received proceeds
from liquidation of mortgage loans of $309.1 million, $209.2 million and $23.9 million, respectively. For these liquidations in 2012, 2011 and 2010, we had recorded $2.1 million, $1.1 million and ($1.1 million) of accumulated valuation gains
(losses) during the period we held the assets and recorded additional gains of $38.1 million, $31.6 million and $3.8 million when the assets were liquidated, respectively.

 We believe that we emphasize the fair value gains in our disclosures, including:

•

 Display of fair value adjustments in a separate column of our table summarizing net investment income on financial instruments on page 66;

•

 Disaggregation of our net gain on mortgage loans acquired for sale between the cash and non-cash elements;

•

 A detailed discussion of the gains we recognize on our investments which includes components of our valuation gains on pages 71 – 73 and a
discussion of the assumptions we use to value our investment assets during the periods presented; and

•

 A tabular disclosure –referred to in your comment number three below – which compares the gain or loss on liquidation to the gain or loss
accumulated during the period we hold our investments carried at fair value.

 In future periodic filings, we
will continue to emphasize the portion of our net investment income arising from fair value adjustments and how those measures are developed to help ensure clarity surrounding this source of income.

Net Gain (Loss) on Investments, page 75

2.
Reference is made to your tabular disclosures on page 75 summarizing the loan modifications completed. In future periodic filings, please include a discussion on how
the information presented should be used in understanding trends and success rates of your modification programs and your ability to generate cash flows from your nonperforming loan portfolio for each period covered in your financial statements.

 4

 Ms. Cicely LaMothe

 July 12, 2013

  Page
 5
 of 13

 In future filings, we will add disclosure of the subsequent default rates as well as
cash flows from repayments and sales relating to our portfolio of modified mortgage loans as shown in the following table (additions in bold face):

 The following table presents a summary of loan modifications completed:

Year ended December 31,

2012

2011

2010

 Modification type(1)

Number
of
loans

Balance
of
loans(2)

Number
of
loans

Balance
of
loans(2)

Number
of
loans

Balance
of
loans(2)

(dollar amounts in thousands)

 Rate reduction

449

$
115,175

276

$
66,812

34

$
9,313

 Term extension

287

$
74,315

114

$
30,848

16

$
4,925

 Capitalization of interest and fees

706

$
170,523

365

$
88,815

34

$
9,657

 Principal forbearance

81

$
25,117

34

$
11,089

6

$
2,165

 Principal reduction

293

$
75,886

193

$
46,375

2

$
907

 Total

706

$
170,523

365

$
88,815

35

$
9,891

 Defaults of mortgage loans modified in the prior year

$
19,200

$
1,590

$
 —

 As a percentage of balance of loans before modification

22
%

16
%

—

 Repayments and sales of mortgage loans modified in the prior year

$
11,332

$
104

$
 —

 As a percentage of balance of loans before modification

13
%

1
%

—

(1)
Modification type categories are not mutually exclusive, and a modification of a single loan may be counted in multiple categories if applicable. The total number of
modifications noted in the table is therefore less than the sum of all of the categories.

(2)
Before modification.

 We
did not hold any mortgage loans at fair value until December 31, 2009. Accordingly, we did not modify any mortgage loans during 2009 that would have defaulted or been repaid, or that we would have sold during 2010. The increase in the amount
and percentage of defaults, repayments and sales of mortgage loans modified in the prior year in 2012 as compared to 2011 is due to the small number of modifications in 2010, which does not provide representative data in 2011.

Cash Flows, page 92

3.
In your tabular presentation that compares the net gain (loss) that was accumulated during the holding period of your liquidated assets in comparison to the actual
proceeds received and gain (loss) realized upon liquidation, we note that you did not include the cost of managing the liquidated assets. Given the increased significance of the fees paid under your revised agreements with your external manager and
other affiliates, what consideration is given to expanding your discussion to address how those amounts impact the gains received by the company in future filings.

 5

 Ms. Cicely LaMothe

 July 12, 2013

  Page
 6
 of 13

 The purpose of the referenced disclosure is not to discuss the profitability of our
investments in distressed assets. Rather, this disclosure is presented to address user questions about the extent to which the fair value gains we record on our “Level 3” assets are ultimately realized in cash. For that reason, we have
specifically emphasized to the users in the paragraph following the table that the table is not a profitability disclosure or cash income statement and includes amounts that are accumulated over differing time periods.

The table’s purpose is limited to showing for assets liquidated during the period whether there was additional gain or loss on
liquidation that augmented or offset gains or losses accumulated during the period we held the respective assets. Accordingly, we believe that disclosure of the effect of the revised fees on the profitability of these investments would risk
misleading users to concluding the schedule is a profitability schedule, which is not our intent.

 With respect to your
comments on the fees paid to our external manager and other affiliates, we believe that the changes we will make in future filings that are responsive to your comment numbers 10 and 14, following, will provide clarity and address how these fees
affect our profitability in the future.

4.
We note that you have a trend of cash outflows from operating activities. In future periodic filings, please provide expanded disclosure regarding the specific
sources of cash used for payments of your dividends for each period presented.

 We will expand our disclosure
in future periodic filings to address the sources of cash we use for payments of dividends as follows:

 We do not raise
equity or enter into borrowings for the purpose of financing the payment of dividends. We believe that our cash flows from the liquidation of our investments, which include accumulated gains recorded during the periods we hold those investments,
along with our cash earnings are adequate to fund our operating expenses and dividend payment requirements. However, as our business continues to grow, we manage our liquidity in the aggregate and are reinvesting our cash flows in new investments as
well as using such cash to fund our dividend requirements.

 6

 Ms. Cicely LaMothe

 July 12, 2013

  Page
 7
 of 13

 As previously discussed, a substantial portion of our revenues are from valuation gains.
Such gains are reflected as reductions in operating cash flows and the ultimate cash realization of our gains is reflected as investing cash flows on the “repayments” and “sales” lines. These factors result in a disconnect
between profitability and operating cash flows inherent in our cash flow statement. Additionally, growth or shrinkage in our inventory of mortgage loans acquired for sale impacts operating cash flows, while over 90 percent of the cash required to
finance this growth comes from sales of these loans under agreements to repurchase, a financing activity, during any given period.

Liquidity and Capital Resources, page 93

5.
In future periodic filings, please provide a quantification and discussion of the loan repayments you expect to receive in the next twelve months, based upon the
contractual amount owed to you.

 In future filings, we will revise our disclosure of our primary sources of
liquidity as follows (changes in bold face):

 We expect our primary sources of liquidity to be proceeds from
liquidations from our portfolio of distressed assets, cash earnings on our investments, cash flows from business activities, and proceeds from borrowings and/or additional equity offerings. We do not expect repayments from
contractual cash flows from our investments to be a primary source of liquidity as the majority of our distressed asset investments are nonperforming. Our portfolio of distressed mortgage loans was acquired with the expectation that the majority of
the cash flows associated with this investment would result from liquidation of the property securing the loan, rather than from scheduled principal payments. Additionally, our mortgage loans acquired for sale are generally held by the Company for
fifteen days or less, and therefore are not expected to generate significant cash flows from principal repayments.

Assuming that we are able to renew or increase our warehouse facilities and credit financing in the ordinary course of business, we
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