SecProbe.io

June 28, 2011
 Via E-mail

David Roberts Chief Executive Officer Alexander Mortgage REIT, Inc. 245 Park Avenue, 26
th Floor
New York, New York 10167
Re: AG Mortgage Investment Trust, Inc.
Amendment No. 5 to Registrati on Statement on Form S-11
Filed June 22, 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, concurrently with the initi al public offering of 3,750,000 shares of your
common stock, you will also offer 3,205,000 units (each unit consisting of one private
placement share and one private placement wa rrant) in a private placement.  Please
provide us with a detailed analysis of w hy the offering of the private placement units
should not be integrated with the initial public offering.  Please refer to Compliance
and Disclosure Interpretations, Securiti es Act Sections, Question 139.25.  To the
extent any investors in the private placem ent will not be institutional accredited
investors, please address in your analysis whether such investors were solicited as
investors in the initial public offering.
 Underwriting, page 170

David Roberts
Alexander Mortgage REIT, Inc. June 28, 2011 Page 2

2. Please revise your disclosure to identify each  underwriter that has had an investment
or commercial banking relationship with th e advisor and its affiliates and briefly
describe the nature of the relationships.
 Item 33. Recent Sales of unregis tered securities, page II-1

3. Please revise this section to provide th e disclosure required by Item 701(d) of
Regulation S-K.
Note 3 – Significant Accounting Policies

 Underwriting Commissions and Offering Costs, page F-4

 4. You disclose that pursuant to the term s of your expected agreements with your
manager and the underwriters, you will pay th e underwriting discount to each if your
earnings over a period of time exceed a pred efined threshold.  You also disclose on
page F-5 that no underwriting discount w ill be borne by you.  Please clarify and
revise your disclosures throughout the filing to properly reflect, if true, that you may
be required to refund the underwriting disc ount if certain earnings thresholds are
met.

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.

David Roberts
Alexander Mortgage REIT, Inc. June 28, 2011 Page 3

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 the 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,
   /s/ Michael McTiernan

 Michael McTiernan
Assistant Director
cc: Stephen E. Older, Esq.  Thomas P. Conaghan, Esq.