SecProbe.io

April 15, 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.
Amendment No. 1 to Registrati on Statement on Form S-11
Filed April 5, 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.
 Historical Performance of Angelo, Gordon, page 105

 1. We note that your narrative discussion  of your sponsor’s prior MBS programs
appears to cover less than the 10 years refe renced in Item 8.A.1 of Industry Guide 5
for guidance.  Please revise or advise.  In addition, please re vise the narrative
disclosure to identify whether the prog rams discussed were public or private
programs.
2. We note your disclosure regarding your spons or’s separate accounts. Please advise us
why these separate accounts were not “programs” for purposes of Industry Guide 5.

3. On page 108, you stated that the perfor mance of the funds managed by Angelo,
Gordon was adversely affected by difficult market conditions, particularly during
2008 and 2009.  Please advise us whether the prior programs discussed in the
narrative suffered any major adverse busine ss developments or conditions.  If so,
please provide more detail regarding thes e developments, including quantitative data
if applicable.  Refer to Item 8.A .2 of Industry Guide 5 for guidance.

David Roberts
Alexander Mortgage REIT, Inc. April 15, 2011 Page 2  Table III, page 111

 4. Please revise the table to disclo se total assets and leverage.

5. You disclose that cash generated from sale s of investments is included in cash from
operations, but you have not se parately disclosed this am ount.  Please tell us how you
have complied with the requirement to disclose ‘cash generated from sales’ in accordance with Guide 5.  Please advise  or revise as appropriate.

6. We note that you have included ‘Equity in net income of limited liability
company/partnership’ in the table.  You also disclose  that you follow GAAP for
investment companies.  Pleas e describe this investment and tell us your basis for
accounting for it using the equity method of accounting.
Underwriting, page 170

 Other Relationships, page 174

 7. We note your response to comment 18 of  our comment letter dated April 1, 2011.
Please revise your disclosure to clearly id entify each underwriter that has a material
relationship with you and state the natu re of the relationships or advise.

Note 3 – Significant Accounting Policies, page F-4

 8. We note that you may be required to ref und your Manager’s partial payment of the
underwriting discount.  Please expand your disclosure to di scuss the details of this
contingent arrangement as well as your related accounting policy.
 Note 4 – Subsequent Events, page F-4

 9. Please disclose the amount of organizati onal and offering cost s incurred to date
including those that have been incurred on your behalf and clar ify if they will be
reimbursed from the proceeds of the offering.

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;

David Roberts
Alexander Mortgage REIT, Inc. April 15, 2011 Page 3
 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.
 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