SecProbe.io

April 4, 2014

Via E -mail
Michael Szymanski
Chief Executive Officer and President
ZAIS Financial Corp.
Two Bridge Avenue, Suite 322
Red Bank, New Jersey 07701 -1106

Re: ZAIS Financial Corp.
Registration Statement on Form S -3
Filed March 14, 2014
                        File No. 333 -194551

Dear Mr. Szymanski :

We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested informat ion.  Where 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 any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

 Please tell us whether any of the selling stockholders are broker -dealers or affiliates of a 1.
broker -dealer.  If any of the selling shareholders are broker -dealers or affiliat es of a
broker -dealer, tell us supplementally whether any of the selling shareholders received
these shares as underwriting compensation.  In this regard, we note that UBS Financial
Services is identified as a r ecord holder for certain shares.  We may have  additional
comments.

Selling Shareholders, page 7

 We note that the total amount of shares being registered pursuant to this offering appears 2.
inconsistent with the number of shares available for resale per your disclosure in this
section.  Please recon cile these figures or, alternatively, explain to us the variance.

Michael Szymanski
ZAIS Financial Corp.
April 4, 2014
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding o ur comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authori ty, declare the
filing effective, it does not foreclose the 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 the disclosure in the filing; and

 the company  may not assert staff comments and 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 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the 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
registration statement.

Please contact Jerard Gibson, Staff Attorney, at (202) 551 -3473  with any questions.  If
you require further assistance, you may contact me at (202) 551 -3233 .

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
 Legal Branch Chief

cc: Jay L.  Bernstein, Esq.
 Clifford Chance US LLP