SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 December 17, 2012

Christian Zugel
Chairman
ZAIS Financial Corp.
Two Bridge Ave., Ste. 322
Red Bank, NJ 07701

Re: ZAIS Financial Corp.
Confidential Draft Registration Statement on Form S -11
Submitted November 19, 2012
  CIK No. 0001527950

Dear Mr. Zugel :

We have reviewed your confidential draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended confidential draft registration statement or publicly filing your registratio n statement
on EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your amended
confidential draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. We note your statements in the prospectus and analysis beginning on page 1 24 that you
are not an investment company subject to the Investment Company Act of 1940. Please
note that we have referred the registration statement to the Division of  Investment
Management for further review.

2. Please supplementally provide us with cop ies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications. Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by

Christian Zugel , Chairman
ZAIS Financial Corp.
December 17, 2012
Page 2
 Section 105(a) of the Jumpstart Our Business St artups Act by any broker or dealer that is
participating or will participate in your offering.

3. Please provide the disclosure required by Item 50 6 of Regulation S -K or provide us with
an analysis as to why you believe this disclosure is not applicable.

4. Please tell us your estimate aggregate offering amount.

Prospectus Summary, page 1

Investment Guidelines, page 8

5. We note that your investment guidelines may be changed without a shareholder vote.
Please disclose how shareholders will be notified in the event there is a change in your
investment guidelines.

Capitalization, page 82

6. We note that your pro forma capitalization gives effect to the October  11, 2012 private
offering of shares of common stoc k and OP units . Please tell us why you have not given
pro forma effect to the use of the proceeds from such offering to repurchase shares of
common stock as disclosed on page 88 and F -26.

Management’s Discussion and Analysis, page  85

7. Please disclose and substantiate the estimated net asset value per share that is the partial
basis for your 26.9% return provided to initial investors.

8. Please disclose the spread between the yield on your assets and your cost of funds,
including the impact of interest rate hedging.

9. Please disclose the constant prepayment rate for your RMBS assets.

10. Here or in the approp riate section, please provide the measure , internal or otherwise,  used
to determine the credit quality /risks associated with  your non-Agency assets.

Liquidity and Capital Resources, page 101

11. We note the current concentration of counterparties that provide you with repurchase
financing.  Please tell us your  current counterparties .

12. Please discuss the typical  haircut  provisions associated with  your repurchase agreements
or advise.

Christian Zugel , Chairman
ZAIS Financial Corp.
December 17, 2012
Page 3
 Our Advisor and Investment Advisory Agreement, page 131

Biographical Information, page 131

13. We note that Messrs. Zugel and Szymanski and Ms. Crowley serve on your board of
directors. Please briefly discuss the specific experience, qualifications, attributes or skills
that led to the conclusion that the se individuals should serve as director s.  Provide similar
disclosure for your director no minees when you have identified them.   Refer to Item
401(e)(1) of Regulation S -K.

Historical Performance of Certain Funds and Managed Accounts Managed by ZAIS, page 141

14. Instead  of generically referring to the economic downturn as an adverse experience,
please revise to clarify how such downturn specifically affected the programs discussed.

15. Please provide us with a sample of how you calculated the IRR for several of the funds
listed.

Conflicts of Interest, page 148

16. We note that your Advisor and its affiliates  have other funds with sim ilar investment
targets.  Please disclose the size of these funds and discuss in greater detail how
investment opportunities will be allocated.

Equity Incentive Plan, page 151

17. Please tell us if you plan to include in your future Exchange Act reports  the disclosure
required by Item 402 of Regulation S -K for awards made under the Equity Incentive
Plan.

Note 1. Formation and Organization, page F -32

18. Your disclosure indicates that a mutually agreed upon portion of the shareholders’ and
limited part ners’ interest s in ZAIS Matrix VI -A Ltd. And ZAIS Matrix VI -B L.P. were
exchanged for your common stock.  Please clarify whether the mutually agreed upon
portion constitutes substantially all of the equity of the Matrix funds or some other
percentage.

Exhibit Index

19. Please tell us what consideration you gave in d eciding not to file the master repurchase
agreements as exhibits to the registration statement.  Refer to Item 601(b)(10) of
Regulation S -K.

Christian Zugel , Chairman
ZAIS Financial Corp.
December 17, 2012
Page 4

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy ( http://www.sec.gov/divisions/corpfin/
cfannouncements/edgarcorrespondence.htm ).  If you intend to use Rule 83 (17 CFR 200.83) to
request confidential treatment of  information in the correspondence you submit on EDGAR,
please properly mark that information in each of your confidential submissions to us so we do
not repeat or refer to that information in our comment letters to you.

You may contact William Demarest , Staff Accountant,  at (202) 551 -3432  or Jorge
Bonilla, Senior Staff Accountant, at (202) 551 -3414  if you have questions regarding co mments
on the financial stateme ts and related matters.  Please contact Kristina Aberg, Attorney -Advisor,
at (202) 551 -3404  or me at (202) 551 -3386  with any other questions.

Sincerely,

 /s/ Duc Dang

        Duc Dang
        Attorney -Advisor
cc:  Jay Bernstein
 Clifford Chance