SecProbe.io

April 1, 2011
 David Roberts Chief Executive Officer Alexander Mortgage REIT, Inc. 245 Park Avenue, 26
th Floor
New York, New York 10167

Re: Alexander Mortgage REIT, Inc.
Registration Statement on Form S-11 Filed March 7, 2011
  File No. 333-172656

Dear Mr. Roberts:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amendi ng your registration statement and providing
the requested information.  If you do not beli eve our comments appl y to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information
you provide in response to these comments,  we may have additional comments.
 General

 1. We note that you intend to operate your bus iness in a manner that will permit you to
maintain an exemption from registration unde r the 1940 Act.  Please provide us with
a detailed analysis of th e exemption that you intend to rely on and how your
investment strategy will support that exemp tion.  Please note that we will refer your
response to the Division of Investme nt Management for further review.

2. Please provide us with copies  of all graphics, maps, phot ographs and related captions
or other artwork including logos that you intend to use in the prospectus. Such
graphics and pictorial repr esentations should not be in cluded in any preliminary
prospectus distributed to prospectiv e investors prior to our review.

3. We note that you intend to elect to be ta xed as a REIT and that you have not yet
identified any specific investments in th e non-Agency target assets that you will
acquire with the net proceeds of this offe ring. As a result, your offering appears to
constitute a “blind-pool” offering. Accord ingly, please detail ed narrative and

David Roberts
Alexander Mortgage REIT, Inc. April 1, 2011 Page 2

quantitative disclosure regard ing the prior performance of the sponsor.  Refer to Item
8 of Industry Guide 5 and S ecurities Act Release 33-6900.

4. Please advise us why you believe that Item 506 of Regulation S-K dilution disclosure
is not required.  We note that it appear s your officers and directors and certain
employees of the manager will receive share grants at the time the offering will be consummated.

5. Please provide us with support for all quantitative and qual itative business and
industry data used in the re gistration statement. For example, we note your statement
on page 3, “[A]ccording to the most recent Corelogic data, approximately one out of
every four mortgages currently exceeds th e value of the related home, and over six
million residential mortgages in the U.S. ar e in some stage of delinquency.” Please
clearly mark the specific la nguage in the supporting materi als that support this and
any other statement. Further, please tell us if any of the supporting materials were
prepared specifically for you in connection wi th this offering.  Please ensure that you
update your disclosure to the extent mo re recent information is available.

Cover Page

 6. Please expand the fourth risk factor to st ate that you may change your targeted class
of investments without shareholder notice or consent.  Please make similar changes to
your summary and full risk factors.
7. Please add a cover page risk f actor stating that you may not  terminate or elect not to
renew the management agreement even in  the event of poor performance without
having to pay substantial termination fees .  Please make similar changes to your
summary and full risk factors.
Current market opportunities, page 3

 8. Refer to the last paragraph under “Residen tial market opportunities .”  Please provide
a more detailed explanation of the “re duction in borrower voluntary prepayment
propensity.”
 Our financing and hedging strategy, page 9

 9. We note that you are not required to maintain  any specific leverage  ratio.  However,
please disclose a range of leverage that  the manager expects to employ once it has
invested in its target assets.
 Summary risk factors, page 10

 10. Please revise the fifth bullet to state that you intend to rely on short-term financing
and thus are especially e xposed to changes in the av ailability of financing.

David Roberts
Alexander Mortgage REIT, Inc. April 1, 2011 Page 3

Conflicts of Interest, page 12

 11. We note that pursuant to the manageme nt agreement your manager will adopt
Angelo, Gordon’s investment allocation policy, which governs the allocations of
investment opportunities among itself and its clients.  Please provide a detailed
discussion of the name and AUM of funds  managed by Angelo, Gordon that target
the same asset classes as the registra nt.  For each fund, please note material
differences in the compensation that Ange lo, Gordon is paid as compared to the
compensation paid to the manager by the registrant.
 Our relationship with our Manager, page 13

 12. In your fee table, please revise the management  fee to state when the fee is payable.
We note that it is calculated quarterly.
13. Please provide an estimate of the dollar amount  of the management fee to be paid to
the manager in the first full fiscal year, assuming the maximum number of securities
registered are sold in this offering and th e private placement.  Refer to Item 4 of
Industry Guide 5.
14. In the expense reimbursement portion of the fee table, please describe the “certain
organizational and operational expenses ” for which Angelo, Gordon will be
reimbursed and state whether reimbursement  amounts will include reimbursement for
manager personnel compensation.
 Risk Factors, page 21

 The manner of determining the management fee…, page 23

 15. We note that manager compensation would be increased as a result of a common
stock offering, even if the offering were dilutive to existing shareholders.  Please
expand this risk factor to  address this conflict.
 Distribution Policy, page 75

 16. We note that you may fund your distributions out of the offering proceeds. Please add
risk factor disclosure to address the relate d risks, specifically th e effect it would have
on cash available for investing purposes and for distribution purpos es, as well as the
potential dilution effects. In addition, please state that f unding dividends using
offering proceeds could constitute a return of  capital, which would have the effect of
reducing shareholder’s basis in your stock.
 Target Asset Classes, page 96

 17. Please disclose your portfolio turnover polic y. Please see Item 13(b)(2) of Form S-11.

David Roberts
Alexander Mortgage REIT, Inc. April 1, 2011 Page 4

Underwriting, page 175

 18. Please disclose any actual historical i nvestment banking and commercial dealings
between the underwriters and the company or  its affiliates.  Refer to Item 508 of
Regulation S-K.
Item 36. Financial Statemen t and Exhibits, page 186

 19. Please submit all exhibits as promptly as possible. We will review the exhibits prior
to granting effectiveness of the registration statement and may have further comments
after our review. If you are not in a positi on to file legal and tax opinions with the
next amendment, please provide draft copies for us to review. In addition, we note the
exhibit list includes “form of” agreements . Please advise us if you do not intend on
filing final, executed agreements prior to e ffectiveness of the registration statement.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities Act rules require.  Since the company and its
management are in possession of all facts re lating 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 you request accelerati on of the effective
date of the pending registration statement pl ease provide a written statement from the
company acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 th e disclosure in the filing; and

 the company may not assert staff comments a nd 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.

Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of th e registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective
responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as
they relate to the proposed public offering of th e securities specified in  the above registration
statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statement.

David Roberts
Alexander Mortgage REIT, Inc. April 1, 2011 Page 5

You may contact Yolanda Crit tendon, Staff Accountant, at  (202) 551-3472 or Jessica
Barberich, Accounting Reviewer, at (202) 551-3782 if you have questions regarding
comments on the financial statements and related matters.  With respect to questions relating
to our comment regarding the I nvestment Company Act, please contact Rochelle Plesset in
the Division of Investment Management at  (202) 551-6840. Please cont act Folake Ayoola,
Attorney Advisor, at (202) 551-3673 or me at (202) 551-3852 with any other questions.

Sincerely,
     Michael McTiernan
Assistant Director