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 Document Adamas Trust, Inc. 90 Park Avenue New York, New York 10016 (212) 792-0107 September 12, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Ruairi James Regan Office of Real Estate & Construction Re: Adamas Trust, Inc Registration Statement on Form S-3 (SEC File No. 333-290073) Dear Ruairi James Regan: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Adamas Trust, Inc. (the “Company”) hereby requests acceleration of effectiveness of the above-captioned Registration Statement to 4:30 p.m., Eastern time, on September 16, 2025 or as soon thereafter as practicable. The Company requests that it be notified of such effectiveness by a telephone call to Christopher Green of Vinson & Elkins L.L.P. at (202) 639-6521. Thank you for your attention to this matter. [ Signature page follows ] Very truly yours, Adamas Trust, Inc. By: /s/ Kristine R. Nario-Eng Name: Kristine R. Nario-Eng Title: Chief Financial Officer cc: Christopher C. Green, Vinson & Elkins L.L.P.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 12, 2025

Jason T. Serrano
Chief Executive Officer
Adamas Trust, Inc.
90 Park Avenue
New York, New York 10016

 Re: Adamas Trust, Inc.
 Registration Statement on Form S-3
 Filed September 5, 2025
 File No. 333-290073
Dear Jason T. Serrano:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Ruairi James Regan at 202-551-3269 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Christopher C. Green, Esq.
</TEXT>
</DOCUMENT>

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New York Mortgage
Trust, Inc.

90 Park Avenue

New York, New York 10016

(212) 792-0107

August 1, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

    Attention:
    Catherine De Lorenzo

    Office of Real Estate & Construction

    Re:
    New York Mortgage Trust, Inc.

    Registration Statement on Form S-3 (SEC File No. 333-281046)

Dear
Catherine De Lorenzo:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, New York Mortgage Trust, Inc. (the “Company”) hereby requests acceleration of effectiveness
of the above-captioned Registration Statement to 4:30 p.m., Eastern time, on August 5, 2024 or as soon thereafter as practicable.

The Company requests that it be notified of
such effectiveness by a telephone call to Christopher Green of Vinson & Elkins L.L.P. at (202) 639-6521.

Thank you for your attention to this matter.

[Signature page follows]

    Very truly yours,

    New York Mortgage Trust, Inc.

    By:
    /s/ Kristine R. Nario-Eng

    Name:    Kristine R. Nario-Eng

    Title:    Chief Financial Officer

    cc:
    Christopher C. Green, Vinson & Elkins L.L.P.

      2

July 31, 2024
Jason T. Serrano
Chief Executive Officer
New York Mortgage Trust, Inc.
90 Park Avenue
New York, NY 10016
Re:New York Mortgage Trust, Inc.
Registration Statement on Form S-3
Filed July 26, 2024
File No. 333-281046
Dear Jason T. Serrano:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Catherine De Lorenzo at 202-551-3772 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Christopher Green, Esq.

United States securities and exchange commission logo
August 21, 2023
Kristine R. Nario-Eng
Chief Financial Officer
New York Mortgage Trust, Inc.
90 Park Avenue
New York , New York 10016
Re:New York Mortgage Trust, Inc.
Form 10-K for the year ended December 31, 2022
File No. 001-32216
Dear Kristine R. Nario-Eng:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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Document

August 1, 2023

VIA EDGAR

Mr. Eric McPhee

Mr. Wilson Lee

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

 New York Mortgage Trust, Inc.

 Form 10-K for the year ended December 31, 2022

 File No. 001-322116

Dear Mr. McPhee and Mr. Lee:

New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), is submitting this letter in response to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated July 19, 2023.

For convenience of reference, the comment contained in your July 19, 2023 letter is reprinted below in italics, numbered to correspond with the paragraph number assigned in your letter, and is followed by the corresponding response of the Company.

Mr. Eric McPhee

Mr. Wilson Lee

United States Securities and Exchange Commission

August 1, 2023

Form 10-K for the year ended December 31, 2022

Consolidated Statements of Operations, page F-6

1.We note your October 13, 2022 response to comment 2 from our comment letter dated September 29, 2022, which indicates that you would present rental income and other real estate income as separate categories of revenue and present interest expense, mortgages payable on real estate, depreciation and amortization, and other real estate expenses as separate categories of costs and expenses applicable to revenues from real estate in your Consolidated Statements of Operations for the year ended December 31, 2022, but it appears that you have instead presented these revenue and expense items as components of Non-Interest (Loss) Income and General, Administrative and Operating Expenses, respectively, as proposed in your September 19, 2022 response letter. Please tell us what consideration you gave to presenting rental income and other real estate income as separate categories of revenue and presenting interest expense, mortgage payable on real estate, depreciation and amortization, and other real estate expenses as separate categories of costs and expenses applicable to revenues. Reference is made to Rules 5-03(b)(1) and 5-03(b)(2) of Regulation S-X.

RESPONSE:

The Company acknowledges and understands the requirements of Rules 5-03(b)(1) and 5-03(b)(2) of Regulation S-X to present each prescribed class of gross revenues and each prescribed class of costs and expenses applicable to revenues separately in a consolidated statement of comprehensive income.

In response to the Staff’s comment, upon further consideration, the Company will revise its disclosures in future filings beginning with the Condensed Consolidated Statements of Operations in the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023 in the format shown on the following page.  The revision will include presentation of total net loss from real estate with separate income from real estate categories for rental income and other real estate income and interest expense, mortgages payable on real estate, depreciation and amortization, and other real estate expenses as separate categories of costs and expenses applicable to income from real estate.

Mr. Eric McPhee

Mr. Wilson Lee

United States Securities and Exchange Commission

August 1, 2023

NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

 For the Years Ended December 31,

 2022  2021  2020

NET INTEREST INCOME:

Interest income $ 258,388    $ 206,866    $ 350,161

Interest expense 129,419    79,284    223,068

Total net interest income 128,969    127,582    127,093

NET LOSS FROM REAL ESTATE:

Rental income 126,293    14,303    408

Other real estate income 15,363    927    11

Total income from real estate 141,656    15,230    419

Interest expense, mortgages payable on real estate 56,011    3,964    —

Depreciation and amortization 126,824    19,250    386

Other real estate expenses 72,400    9,599    377

Total expenses related to real estate 255,235    32,813    763

Total net loss from real estate (113,579)   (17,583)   (344)

NON-INTEREST (LOSS) INCOME:

Realized gains (losses), net 27,549    21,451    (148,058)

Realized loss on de-consolidation of Consolidated K-Series —    —    (54,118)

Unrealized (losses) gains, net (321,081)   95,649    (160,161)

Income from equity investments 15,074    33,896    26,670

Impairment of goodwill —    —    (25,222)

Other income 16,289    5,515    678

Total non-interest (loss) income (262,169)   156,511    (360,211)

GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES:

General and administrative expenses 52,440    48,908    42,228

Portfolio operating expenses 40,888    26,668    11,572

Total general, administrative and operating expenses 93,328    75,576    53,800

(LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES (340,107)   190,934    (287,262)

Income tax expense 542    2,458    981

NET (LOSS) INCOME (340,649)   188,476    (288,243)

Net loss (income) attributable to non-controlling interests 42,044    4,724    (267)

NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY (298,605)   193,200    (288,510)

Preferred stock dividends (41,972)   (42,859)   (41,186)

Preferred stock redemption charge —    (6,165)   —

NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS $ (340,577)   $ 144,176    $ (329,696)

Basic (loss) earnings per common share $ (0.90)   $ 0.38    $ (0.89)

Diluted (loss) earnings per common share $ (0.90)   $ 0.38    $ (0.89)

Weighted average shares outstanding-basic 377,287    379,232    371,004

Weighted average shares outstanding-diluted 377,287    380,968    371,004

Mr. Eric McPhee

Mr. Wilson Lee

United States Securities and Exchange Commission

August 1, 2023

If you have any questions or comments regarding the foregoing, or have additional questions or comments, please contact the undersigned at (212) 792-0107.

 Sincerely,

 By: /s/ Kristine R. Nario-Eng

  Kristine R. Nario-Eng

  Chief Financial Officer

cc: Jason T. Serrano, Chief Executive Officer

 Christopher C. Green, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
July 19, 2023
Kristine R. Nario-Eng
Chief Financial Officer
New York Mortgage Trust, Inc.
90 Park Avenue
New York , New York 10016
Re:New York Mortgage Trust, Inc.
Form 10-K for the year ended December 31, 2022
File No. 001-32216
Dear Kristine R. Nario-Eng:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the year ended December 31, 2022
Consolidated Statements of Operations, page F-6
1.We note your October 13, 2022 response to comment 2 from our comment letter dated
September 29, 2022, which indicates that you would present rental income and other real
estate income as separate categories of revenue and present interest expense, mortgages
payable on real estate, depreciation and amortization, and other real estate expenses as
separate categories of costs and expenses applicable to revenues from real estate in your
Consolidated Statements of Operations for the year ended December 31, 2022, but it
appears that you have instead presented these revenue and expense items as components
of Non-Interest (Loss) Income and General, Administrative and Operating Expenses,
respectively, as proposed in your September 19, 2022 response letter.  Please tell us what
consideration you gave to presenting rental income and other real estate income as
separate categories of revenue and presenting interest expense, mortgage payable on real
estate, depreciation and amortization, and other real estate expenses as separate categories
of costs and expenses applicable to revenues. Reference is made to Rules 5-03(b)(1) and

 FirstName LastNameKristine R. Nario-Eng
 Comapany NameNew York Mortgage Trust, Inc.
 July 19, 2023 Page 2
 FirstName LastName
Kristine R. Nario-Eng
New York Mortgage Trust, Inc.
July 19, 2023
Page 2
5-03(b)(2) of Regulation S-X.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
October 19, 2022
Kristine R. Nario-Eng
Chief Financial Officer
New York Mortgage Trust, Inc.
90 Park Avenue
New York, New York 10016
Re:New York Mortgage Trust, Inc.
Form 10-K for the fiscal year ended December 31, 2021
Filed February 25, 2022
File No. 001-32216
Dear Kristine R. Nario-Eng:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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October 13, 2022

VIA EDGAR

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

 New York Mortgage Trust, Inc.

 Form 10-K for the fiscal year ended December 31, 2021

 Filed February 25, 2022

 Form 10-Q for the quarterly period ended June 30, 2022

 Filed August 4, 2022

 File No. 001-322116

Dear Mr. McPhun and Ms. Monick:

New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), is submitting this letter in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated September 29, 2022.

For convenience of reference, each comment contained in your September 29, 2022 letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in your letter, and is followed by the corresponding response of the Company.

Form 10-K for the fiscal year ended December 31, 2021

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Portfolio Net Interest Margin, page 64

1.We note your response to comment 1 and your proposed revisions.  Please address the following:

•We note your third paragraph of your proposed disclosure.  Specifically, we note your bullet point for yield on average interest earning assets.  Please revise this disclosure to address that it excludes all Consolidated SLST assets other than those securities owned by the Company, as you have in your note (3) to the tabular disclosure.

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

October 13, 2022

•We note your fourth paragraph of your proposed disclosure.  Please enhance your disclosure to further clarify why you have excluded the impact of the mortgages payable on real estate and why you only include interest income earned by the Consolidated SLST securities that are actually owned by the Company.

RESPONSE:

In response to the Staff’s comment, the Company has revised the third and fourth paragraphs of the proposed disclosure contained in the Company’s response to the Staff’s comment 1 in the Company’s letter dated September 19, 2022 as follows:

We provide the following non-GAAP financial measures, in total and by investment category, for the respective period:

•adjusted interest income - calculated by reducing our GAAP interest income by the interest expense recognized on Consolidated SLST CDOs,

•adjusted interest expense - calculated by reducing our GAAP interest expense by the interest expense recognized on Consolidated SLST CDOs and mortgages payable on real estate,

•adjusted net interest income - calculated by subtracting adjusted interest expense from adjusted interest income,

•yield on average interest earning assets - calculated as the quotient of our adjusted interest income and our average interest earning assets, which excludes all Consolidated SLST assets other than those securities owned by the Company,

•average financing cost - calculated as the quotient of our adjusted interest expense and the average outstanding balance of our interest bearing liabilities, excluding Consolidated SLST CDOs and mortgages payable on real estate, and

•net interest spread - calculated as the difference between our yield on average interest earning assets and our average financing cost.

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

October 13, 2022

We provide the non-GAAP financial measures listed above because we believe these non-GAAP financial measures provide investors and management with additional detail and enhance their understanding of our interest earning asset yields, in total and by investment category, relative to the cost of our financing and the underlying trends within our portfolio of interest earning assets. In addition to the foregoing, our management team uses these measures to assess, among other things, the performance of our interest earning assets in total and by asset, possible cash flows from our interest earning assets in total and by asset, our ability to finance or borrow against the asset and the terms of such financing and the composition of our portfolio of interest earning assets, including acquisition and disposition determinations.  These measures remove the impact of joint venture equity investments and Consolidated SLST that we consolidate in accordance with GAAP by (i) excluding mortgages payable on real estate since the joint ventures themselves, and not the Company, directly incur interest expense for these liabilities and the mortgages directly finance the multi-family properties which are non-interest earning assets, and (ii) only including the interest income earned by the Consolidated SLST securities that are actually owned by the Company, as the Company only receives income or absorbs losses related to the Consolidated SLST securities actually owned by the Company.

Form 10-Q for the quarterly period ended June 30, 2022

Condensed Consolidated Statements of Operations, page 5

2.We note your response to our comment 3 and your intent to consider disaggregating rental income and other real estate income within non-interest (loss) income and disaggregating interest expense, mortgage payable on real estate, depreciation and amortization, and other real estate expenses within general, administrative and operating expenses. Please tell us what consideration you gave to presenting rental income and other real estate income as separate categories of revenue and presenting interest expense, mortgage payable on real estate, depreciation and amortization, and other real estate expenses as separate categories of costs and expenses applicable to revenues. Reference is made to Rules 5-03(b)(1) and 5-03(b)(2) of Regulation S-X.

RESPONSE:

The Company acknowledges and understands the requirements of Rules 5-03(b)(1) and 5-03(b)(2) of Regulation S-X to present each prescribed class of gross revenues and each prescribed class of costs and expenses applicable to revenues separately in a consolidated statement of comprehensive income.  Rules 5-03(b)(1) and 5-03(b)(2) of Regulation S-X also permit the aggregation of revenue classes (and related costs and expenses) if each class represents 10% or less of total consolidated gross revenues.  The Company considers Rule 5-03(b)(1) to be applicable to rental income (Rule 5-03(b)(1)(c)) and other real estate income (Rule 5-03(b)(1)(e)).  The Company considers Rule 5-03(b)(2)(c) to be applicable to the total of interest expense, mortgages payable on real estate, depreciation and amortization, and other real estate expenses as all such expenses are associated with the Company’s real estate properties’ production of rental income and other real estate income.

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

October 13, 2022

Although other real estate income may not represent more than 10% of total consolidated gross revenues for the year ended December 31, 2022, in an effort to provide enhanced disclosure in the Consolidated Statements of Operations, beginning with the Company’s Form 10-K for the year ended December 31, 2022, the Company will present rental income and other real estate income as separate categories of revenue and present interest expense, mortgages payable on real estate, depreciation and amortization, and other real estate expenses as separate categories of costs and expenses applicable to revenues from real estate in its Consolidated Statements of Operations.  The Company acknowledges that the presentation of interest expense, mortgages payable on real estate, depreciation and amortization, and other real estate expenses as separate categories of expenses related to real estate may not be quantitatively required by Rule 5-03(b)(2), but the Company desires to provide the investor with additional information to enhance the readers’ evaluation of the financial impact of the Company’s real estate properties.

If you have any questions or comments regarding the foregoing, or have additional questions or comments, please contact the undersigned at (212) 792-0107.

 Sincerely,

 By: /s/ Kristine R. Nario-Eng

  Kristine R. Nario-Eng

  Chief Financial Officer

cc: Jason T. Serrano, Chief Executive Officer and President

 Christopher C. Green, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
September 29, 2022
Kristine R. Nario-Eng
Chief Financial Officer
New York Mortgage Trust, Inc.
90 Park Avenue
New York, New York 10016
Re:New York Mortgage Trust, Inc.
Form 10-K for the fiscal year ended December 31, 2021
Filed February 25, 2022
Form 10-Q for the quarterly period ended June 30, 2022
Filed August 4, 2022
File No. 001-32216
Dear Kristine R. Nario-Eng:
            We have reviewed your September 19, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 1, 2022 letter.
Form 10-K for the fiscal year ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Portfolio Net Interest Margin, page 64
1.We note your response to our comment 1 and your proposed revisions.  Please address the
following:
•We note your third paragraph of your proposed disclosure.  Specifically, we note
your bullet point for yield on average interest earning assets.  Please revise this
disclosure to address that it excludes all Consolidated SLST assets other than those
securities owned by the Company, as you have in your note (3) to the tabular
disclosure.

 FirstName LastNameKristine R. Nario-Eng
 Comapany NameNew York Mortgage Trust, Inc.
 September 29, 2022 Page 2
 FirstName LastName
Kristine R. Nario-Eng
New York Mortgage Trust, Inc.
September 29, 2022
Page 2
•We note your fourth paragraph of your proposed disclosure.  Please enhance your
disclosure to further clarify why you have excluded the impact of mortgages payable
on real estate and why you only include interest income earned by the Consolidated
SLST securities that are actually owned by the Company.
Form 10-Q for the quarterly period end June 30, 2022
Condensed Consolidated Statements of Operations, page 5
2.We note your response to our comment 3 and your intent to consider disaggregating rental
income and other real estate income within non-interest (loss) income
and disaggregating interest expense, mortgage payable on real estate, depreciation and
amortization, and other real estate expenses within general, administrative and operating
expenses. Please tell us what consideration you gave to presenting rental income and other
real estate income as separate categories of revenue and presenting interest expense,
mortgage payable on real estate, depreciation and amortization, and other real estate
expenses as separate categories of costs and expenses applicable to revenues.  Reference
is made to Rules 5-03(b)(1) and 5-03(b)(2) of Regulation S-X.
            You may contact Peter McPhun at 202-551-3581 or Jennifer Monick at 202-551-3295 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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September 19, 2022

VIA EDGAR

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

 New York Mortgage Trust, Inc.

 Form 10-K for the fiscal year ended December 31, 2021

 Filed February 25, 2022

 Form 10-Q for the quarterly period ended June 30, 2022

 Filed August 4, 2022

 File No. 001-322116

Dear Mr. McPhun and Ms. Monick:

New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), is submitting this letter in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated September 1, 2022.

For convenience of reference, each comment contained in your September 1, 2022 letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in your letter, and is followed by the corresponding response of the Company.

Form 10-K for the fiscal year ended December 31, 2021

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Portfolio Net Interest Margin, page 64

1.We note your response to comment 1. Given you are in the business of investing in interest earning assets and financing such assets with debt, please tell us how you considered Question 100.01 of our Compliance & Disclosure Interpretations for Non-GAAP Financial Measures in your determination that it is appropriate to eliminate interest expense from subordinated debentures, convertible notes and senior unsecured notes to arrive at portfolio interest expense, portfolio net interest income, and portfolio net interest spread.  In this regard, tell us how you considered if this interest expense is a normal, recurring, cash operating expense necessary to operate your business.

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

September 19, 2022

RESPONSE:

The Company respectfully advises the Staff that upon further consideration, the Company has determined to include interest expense from subordinated debentures, convertible notes and senior unsecured notes (together with any unsecured corporate debt the Company may issue in the future, “unsecured corporate debt”) in its presentation of adjusted net interest income and net interest spread and will not include presentations of portfolio net interest income, portfolio net interest spread, portfolio interest expense or average cost of portfolio financing in its future filings, each of which excludes interest expense from the Company’s unsecured corporate debt.  Accordingly, beginning with the Company’s Form 10-Q for the quarter ended September 30, 2022, the Company proposes to modify its disclosures relating to these non-GAAP financial measures under the caption of “Non-GAAP Financial Measures” as shown below.

Non-GAAP Financial Measures

In addition to the results presented in accordance with GAAP, this Quarterly Report on Form 10-Q includes certain non-GAAP financial measures, including adjusted interest income, adjusted interest expense, adjusted net interest income, yield on average interest earning assets, average financing cost, net interest spread, undepreciated earnings and undepreciated book value per common share. Our management team believes that these non-GAAP financial measures, when considered with our GAAP financial statements, provide supplemental information useful for investors as it enables them to evaluate our current performance and trends using the metrics that management uses to operate our business. Our presentation of non-GAAP financial measures may not be comparable to similarly-titled measures of other companies, who may use different calculations. Because these measures are not calculated in accordance with GAAP, they should not be considered a substitute for, or superior to, the financial measures calculated in accordance with GAAP. Our GAAP financial results and the reconciliations of the non-GAAP financial measures included in this Quarterly Report on Form 10-Q to the most directly comparable financial measures prepared in accordance with GAAP should be carefully evaluated.

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

September 19, 2022

Adjusted Net Interest Income and Net Interest Spread

Financial results for the Company during a given period include the net interest income earned on our investment portfolio of residential loans, RMBS, CMBS, ABS and preferred equity investments and mezzanine loans, where the risks and payment characteristics are equivalent to and accounted for as loans (collectively, our “interest earning assets”).  Adjusted net interest income and net interest spread (both supplemental non-GAAP financial measures) are impacted by factors such as our cost of financing, the interest rate that our investments bear and our interest rate hedging strategies. Furthermore, the amount of premium or discount paid on purchased investments and the prepayment rates on investments will impact adjusted net interest income as such factors will be amortized over the expected term of such investments.

We provide the following non-GAAP financial measures, in total and by investment category, for the respective period:

•adjusted interest income - calculated by reducing our GAAP interest income by the interest expense recognized on Consolidated SLST CDOs,

•adjusted interest expense - calculated by reducing our GAAP interest expense by the interest expense recognized on Consolidated SLST CDOs and mortgages payable on real estate,

•adjusted net interest income - calculated by subtracting adjusted interest expense from adjusted interest income,

•yield on average interest earning assets - calculated as the quotient of our adjusted interest income and our average interest earning assets,

•average financing cost - calculated as the quotient of our adjusted interest expense and the average outstanding balance of our interest bearing liabilities, excluding Consolidated SLST CDOs and mortgages payable on real estate, and

•net interest spread - calculated as the difference between our yield on average interest earning assets and our average financing costs.

We provide the non-GAAP financial measures listed above because we believe these non-GAAP financial measures provide investors and management with additional detail and enhance their understanding of our interest earning asset yields, in total and by investment category, relative to the cost of our financing and the underlying trends within our portfolio of interest earning assets. In addition to the foregoing, our management team uses these measures to assess, among other things, the performance of our interest earning assets in total and by asset, possible cash flows from our interest earning assets in total and by asset, our ability to finance or borrow against the asset and the terms of such financing and the composition of our portfolio of interest earning assets, including acquisition and disposition determinations.  These measures remove the impact of joint venture equity investments and Consolidated SLST that we consolidate in accordance with GAAP by excluding mortgages payable on real estate, as the Company does not directly incur interest expense for these liabilities, and only including the interest income earned by the Consolidated SLST securities that are actually owned by the Company.

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

September 19, 2022

Our calculation of the non-GAAP financial measures presented below may not be comparable to similarly-titled measures of other companies who may use different calculations.

The following tables set forth certain information about our interest earning assets by category and their related adjusted interest income, adjusted interest expense, adjusted net interest income, yield on average interest earning assets, average financing cost and net interest spread for the three and six months ended June 30, 2022 and 2021, respectively (dollar amounts in thousands).

Three Months Ended June 30, 2022

  Single-Family (8)

  Multi-Family  Corporate/Other  Total

Adjusted Interest Income (1) (2)

 $ 56,260  $ 3,258  $ 2,294  $ 61,812

Adjusted Interest Expense (1)

 (20,264)  (111)  (2,157)  (22,532)

Adjusted Net Interest Income (1)

 $ 35,996  $ 3,147  $ 137  $ 39,280

Average Interest Earning Assets (3)

 $ 3,535,569    $ 137,333    $ 21,177    $ 3,694,079

Average Interest Bearing Liabilities (4)

 $ 2,498,132    $ 16,591    $ 145,000    $ 2,659,723

Yield on Average Interest Earning Assets (1) (5)

 6.37  %  9.49  %  43.33  %  6.69  %

Average Financing Cost (1) (6)

 (3.21) %  (2.65) %  (5.88) %  (3.35) %

Net Interest Spread (1) (7)

 3.16  %  6.84  %  37.45  %  3.34  %

Three Months Ended June 30, 2021

  Single-Family  (8)

  Multi-Family  Corporate/Other  Total

Adjusted Interest Income (1) (2)

 $ 37,455  $ 5,734  $ 1,846  $ 45,035

Adjusted Interest Expense (1)

 (8,747)  —  (4,383)  (13,130)

Adjusted Net Interest Income (1)

 $ 28,708  $ 5,734  $ (2,537)  $ 31,905

Average Interest Earning Assets (3)

 $ 2,535,085    $ 288,889    $ 30,653    $ 2,854,627

Average Interest Bearing Liabilities (4)

 $ 1,048,726    —    $ 254,111    $ 1,302,837

Yield on Average Interest Earning Assets (1) (5)

 5.91  %  7.94  %  24.09  %  6.31  %

Average Financing Cost (1) (6)

 (3.34) %  —    (6.90) %  (4.03) %

Net Interest Spread (1) (7)

 2.57  %  7.94  %  17.19  %  2.28  %

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

September 19, 2022

Six Months Ended June 30, 2022

  Single-Family (8)

  Multi-Family  Corporate/Other  Total

Adjusted Interest Income (1) (2)

 $ 103,083  $ 6,571  $ 4,681  $ 114,335

Adjusted Interest Expense (1)

 (33,241)  (122)  (4,656)  (38,019)

Adjusted Net Interest Income (1)

 $ 69,842  $ 6,449  $ 25  $ 76,316

Average Interest Earning Assets (3)

 $ 3,231,170    $ 139,960    $ 21,840    $ 3,392,970

Average Interest Bearing Liabilities (4)

 $ 2,133,697    $ 9,300    $ 155,387    $ 2,298,384

Yield on Average Interest Earning Assets (1) (5)

 6.38  %  9.39  %  42.87  %  6.74  %

Average Financing Cost (1) (6)

 (3.10) %  (2.61) %  (5.96) %  (3.29) %

Net Interest Spread (1) (7)

 3.28  %  6.78  %  36.91  %  3.45  %

Six Months Ended June 30, 2021

  Single-Family (8)

  Multi-Family  Corporate/Other  Total

Adjusted Interest Income (1) (2)

 $ 72,715  $ 11,886  $ 3,370  $ 87,971

Adjusted Interest Expense (1)

 (17,792)  —  (7,624)  (25,416)

Adjusted Net Interest Income (1)

 $ 54,923  $ 11,886  $ (4,254)  $ 62,555

Average Interest Earning Assets (3)

 $ 2,519,931    $ 299,618    $ 31,152    $ 2,850,701

Average Interest Bearing Liabilities (4)

 $ 1,025,944    —    $ 218,556    $ 1,244,500

Yield on Average Interest Earning Assets (1) (5)

 5.77  %  7.93  %  21.64  %  6.17  %

Average Financing Cost (1) (6)

 (3.47) %  —    (6.98) %  (4.08) %

Net Interest Spread (1) (7)

 2.30  %  7.93  %  14.66  %  2.09  %

(1)Represents a non-GAAP financial measure.

(2)Includes interest income earned on cash accounts held by the Company.

(3)Average Interest Earning Assets is calculated based on the daily average amortized cost for the respective periods and excludes all Consolidated SLST assets other than those securities owned by the Company.

(4)Average Interest Bearing Liabilities is calculated based on the daily average outstanding balance for the respective periods and excludes Consolidated SLST CDOs and mortgages payable on real estate as the Company does not directly incur interest expense on these liabilities that are consolidated for GAAP purposes.

(5)Yield on Average Interest Earning Assets is calculated by dividing our annualized adjusted interest income relating to our portfolio of interest earning assets by our Average Interest Earning Assets for the respective periods.

(6)Average Financing Cost is calculated by dividing our annualized adjusted interest expense by our Average Interest Bearing Liabilities.

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

September 19, 2022

(7)Net Interest Spread is the difference between our Yield on Average Interest Earning Assets and our Average Financing Cost.

(8)The Company has determined it is the primary beneficiary of Consolidated SLST and has consolidated Consolidated SLST into the Company's condensed consolidated financial statements. Our GAAP interest income includes interest income recognized on the underlying seasoned re-performing and non-performing residential loans held in Consolidated SLST. Our GAAP interest expense includes interest expense recognized on the Consolidated SLST CDOs that permanently finance the residential loans in Consolidated SLST. We calculate adjusted interest income by reducing our GAAP interest income by the interest expense recognized on the Consolidated SLST CDOs and adjusted interest expense by excluding the interest expense recognized on the Consolidated SLST CDOs, thus only including the interest income earned by the SLST securities that are actually owned by the Company in adjusted net interest income.

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

September 19, 2022

A reconciliation of GAAP interest income to adjusted interest income, GAAP interest expense to adjusted interest expense and GAAP total net interest income to adjusted net interest income for the three and six months ended June 30, 2022 and 2021, respectively, is presented below (dollar amounts in thousands):

 Three Months Ended June 30,

 2022  2021

 Single-Family  Multi-Family  Corporate/Other  Total  Single-Family  Multi-Family  Corporate/Other  Total

GAAP interest income

 $ 62,468    $ 3,258    $ 2,294    $ 68,020    $ 44,606    $ 5,734    $ 1,846    $ 52,186

GAAP interest expense (26,472)   (13,262)   (2,157)   (41,891)   (15,898)   (430)   (4,383)   (20,711)

GAAP total net interest income $ 35,996    $ (10,004)   $ 137    $ 26,129    $ 28,708    $ 5,304    $ (2,537)   $ 31,475

GAAP interest income $ 62,468    $ 3,258    $ 2,294    $ 68,020    $ 44,606    $ 5,734    $ 1,846    $ 52,186

Remove interest expense from:

Consolidated SLST CDOs (6,208)   —    —    (6,208)   (7,151)   —    —    (7,151)

Adjusted interest income $ 56,260    $ 3,258    $ 2,294    $ 61,812    $ 37,455    $ 5,734    $ 1,846    $ 45,035

GAAP interest expense $ (26,472)   $ (13,262)   $ (2,157)   $ (41,891)   $ (15,898)   $ (430)   $ (4,383)   $ (20,711)

Remove interest expense from:

Consolidated SLST CDOs 6,208    —    —    6,208    7,151    —    —    7,151

Mortgages payable on real estate —    13,151    —    13,151    —    430    —    430

Adjusted interest expense $ (20,264)   $ (111)   $ (2,157)   $ (22,532)   $ (8,747)   $ —    $ (4,383)   $ (13,130)

Adjusted net interest income (1)

 $ 35,996    $ 3,147    $ 137    $ 39,280    $ 28,708    $ 5,734    $ (2,537)   $ 31,905

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

September 19, 2022

 Six Months Ended June 30,

 2022  2021

 Single-Family  Multi-Family  Corporate/Other  Total  Single-Family  Multi-Family  Corporate/Other  Total

GAAP interest income

 $ 115,269    $ 6,571    $ 4,681    $ 126,521    $ 86,969    $ 11,886    $ 3,370    $ 102,225

GAAP interest expense (45,427)   (20,430)   (4,656)   (70,513)   (32,046)   (740)   (7,624)   (40,410)

GAAP total net interest income $ 69,842    $ (13,859)   $ 25    $ 56,008    $ 54,923    $ 11,146    $ (4,254)   $ 61,815

GAAP interest income $ 115,269    $ 6,571    $ 4,681    $ 126,521    $ 86,969    $ 11,886    $ 3,370    $ 102,225

Remove interest expense from:

Consolidated SLST CDOs (12,186)   —    —    (12,186)   (14,254)   —    —    (14,254)

A

United States securities and exchange commission logo
September 1, 2022
Kristine R. Nario-Eng
Chief Financial Officer
New York Mortgage Trust, Inc.
90 Park Avenue
New York, New York 10016
Re:New York Mortgage Trust, Inc.
Form 10-K for the fiscal year ended December 31, 2021
Filed February 25, 2022
Form 10-Q for the quarterly period ended June 30, 2022
Filed August 4, 2022
File No. 001-32216
Dear Kristine R. Nario-Eng:
            We have reviewed your August 18, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 5, 2022 letter.
Form 10-K for the fiscal year ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Portfolio Net Interest Margin, page 64
1.We note your response to comment 1.  Given you are in the business of investing in
interest earning assets and financing such assets with debt, please tell us how you
considered Question 100.01 of our Compliance & Disclosure Interpretations for Non-
GAAP Financial Measures in your determination that it is appropriate to eliminate interest
expense from subordinated debentures, convertible notes and senior unsecured notes to
arrive at portfolio interest expense, portfolio net interest income, and portfolio net interest
spread.  In this regard, tell us how you considered if this interest expense is a normal,

 FirstName LastNameKristine R. Nario-Eng
 Comapany NameNew York Mortgage Trust, Inc.
 September 1, 2022 Page 2
 FirstName LastName
Kristine R. Nario-Eng
New York Mortgage Trust, Inc.
September 1, 2022
Page 2
recurring, cash operating expense necessary to operate your business.
2.We continue to consider your response to comment 2.
Form 10-Q for the quarterly period ended June 30, 2022
Condensed Consolidated Statements of Operations, page 5
3.Given your recent increase in your portfolio of consolidated joint ventures equity
investments in multi-family properties, please tell us how you determined your statements
of operations presentation is still appropriate.
Notes to Condensed Consolidated Financial Statements, page 11
4.We note your recent increase in your portfolio of consolidated joint ventures equity
investments in multi-family properties.  In light of that increase, please tell us if you
continue to have only one reportable segment and tell us how you made your
determination.  Within your response, please refer to ASC 280.
            You may contact Peter McPhun at 202-551-3581 or Jennifer Monick at 202-551-
3295 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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Document

August 18, 2022

VIA EDGAR

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

 New York Mortgage Trust, Inc.

 Form 10-K for the fiscal year ended December 31, 2021

 Filed February 25, 2022

 File No. 001-322116

Dear Mr. McPhun and Ms. Monick:

New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), is submitting this letter in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated August 5, 2022.

For convenience of reference, each comment contained in your August 5, 2022 letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in your letter, and is followed by the corresponding response of the Company.

Form 10-K for the fiscal year ended December 31, 2021

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Portfolio Net Interest Margin, page 64

1.We note your response to comment 1. We note your revised presentation to reflect portfolio interest expense and portfolio net interest income as non-GAAP measures. You adjust these measures and portfolio net interest margin to exclude interest expense from subordinated debentures, convertible notes, senior unsecured notes and mortgages payable on real estate. Please address the following:

•Please further clarify for us how you determined it was appropriate to exclude interest expense from subordinated debentures, convertible notes and senior unsecured notes.

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

August 18, 2022

•You stated that you excluded these items because they do not directly and exclusively finance your interest earning investments. Please tell us how you determined that these investments should be excluded, in light of the fungible characteristic of cash.

•You further stated that the senior unsecured notes currently finance joint venture equity investments in multi-family properties. Please tell us how you determined that these notes finance these particular equity investments.

RESPONSE:

In response to the Staff’s comment, the Company directs the Staff to the disclosure contained in the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2022 (the “Second Quarter 10-Q”), which states that the Company excludes unsecured long-term debt and mortgages payable on real estate from GAAP interest expense in its calculation of portfolio interest expense and portfolio net interest income (each as defined in the Second Quarter 10-Q) because the inclusion could obscure underlying trends in the Company’s portfolio of interest earning assets. The Company believes that its calculation of portfolio net interest income and portfolio interest expense provides investors and management with additional detail and enhances their understanding of the performance of the Company’s interest earning assets, the cost of financing attributable to the financing instruments that directly and exclusively finance the Company’s interest earning assets, the underlying trends within our portfolio of interest earning assets and the comparability of the Company’s interest earning asset portfolio relative to those of its peers. The Company’s use of “directly and exclusively finance” in the Second Quarter 10-Q refers to the Company’s secured borrowings, which are exclusively secured by interest earning assets. The Company will modify that reference in future filings to say “that directly finance and are secured by” the Company’s interest earnings assets and will also add the reference to “the comparability of the Company’s interest earning asset portfolio relative to those of its peers” as stated in the sentence above.

The Company advises the Staff that unlike many mortgage REITs, the Company holds a sizable number of assets that do not fall within its definition of interest earning assets, meaning that they do not produce GAAP interest income (“non-interest earning assets”) and thus do not contribute to GAAP net interest income or portfolio net interest income as interest earning assets do. As of June 30, 2022, the Company owned non-interest earning assets having an aggregate carrying value of $754.3 million, representing approximately 16% of the carrying value of the Company’s total investment portfolio, with interest earning assets representing the remaining 84% of carrying value of the Company’s total investment portfolio.

The Company believes it must finance a portion of its non-interest earning assets to achieve its targeted returns. The Company has financed a portion of its non-interest earning assets through the issuance of subordinated debentures, convertible notes and senior unsecured notes (together with any unsecured corporate debt the Company may issue in the future, “unsecured corporate debt”) and indeed it is management’s view that the Company’s unsecured corporate debt does finance a portion its non-interest earning assets. However, in accordance with GAAP, the interest expense on the Company’s unsecured corporate debt is reported in GAAP interest expense and accordingly impacts GAAP net interest income.

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

August 18, 2022

In management’s view, imputing interest expense that management associates with the financing of a portion of the Company’s non-interest earning assets to GAAP interest expense results in GAAP net interest income that does not reflect the portfolio net interest rate spread and economic value of the Company’s portfolio of interest earning assets. This is because, as noted above, none of the Company’s non-interest earning assets contribute to GAAP interest income. Rather, GAAP interest income is generated by the Company’s interest earning assets. Thus, by excluding interest expense on the Company’s unsecured corporate debt from the calculation of portfolio interest expense and portfolio net interest income, the Company believes its presentation of portfolio net interest income provides management and investors with additional detail and enhances their understanding of the economic performance of its interest earning assets, the cost of the secured financing that finances the Company’s interest earning assets, the underlying trends within its portfolio of interest earning assets and the comparability of the Company’s interest earning asset portfolio relative to those of its peers.

In presenting portfolio interest expense and portfolio net interest income, the Company advises the Staff that it has considered the Commission’s previous statements or emphasis that “companies should consider whether disclosure of all key variables and other factors that management uses to manage the business would be material to investors, and therefore required” and that companies “should identify and address those key variables and other qualitative and quantitative factors that are peculiar to and necessary for an understanding and evaluation of the individual company” and that “the company should provide a narrative that enables investors to see a company ‘through the eyes of management,’ so these metrics should not deviate materially from metrics used to manage operations or make strategic decisions.”1 The Company’s principal objective is to deliver long-term stable distributions to its stockholders over changing economic conditions through a combination of net interest margin or spread and capital gains from a diversified investment portfolio. The Company advises the Staff that one of the tools that management uses to measure its progress in achieving this objective is portfolio net interest income. In the Company’s view, the presentation of these non-GAAP measures enables investors to see the Company’s portfolio of interest earnings assets “through the eyes of management.”

1 Commission Guidance on Management's Discussion and Analysis of Financial Condition and Results of Operations, 85 Fed. Reg. 10569 (February 25, 2020).

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

August 18, 2022

The Company also notes within that same Commission guidance that “a company should first consider the extent to which an existing regulatory disclosure framework applies, such as Generally Accepted Accounting Standards (“GAAP”) or, for ‘non-GAAP measures,’ Regulation G or Item 10 of Regulation S-K”2 and that the Staff discourages the presentation of performance measures that exclude normal, recurring, cash expenses that are necessary to a company’s business operations. While the Company advises the Staff that it does not consider its unsecured corporate debt as necessary to the operations of its portfolio of interest earning assets at this time, it understands the balance that the Commission is attempting to strike with respect to the relevant disclosure framework.  Moreover, the Company also acknowledges and concurs with the Staff’s point regarding the fungible characteristic of cash and how that relates to the financing of its joint venture equity investments. While management views the Company’s unsecured corporate debt as financing a portion of the Company’s non-interest earning assets, it also recognizes that due to the fungible characteristic of cash and the unsecured nature of the debt, it is unable to directly tie that financing to those assets from a contractual or accounting perspective. With the foregoing guidance in mind and the Company’s interest in presenting portfolio net interest income and portfolio net interest spread (formerly referred to as portfolio net interest margin) in a manner that the Company believes provides management and investors with additional detail and enhances their understanding of the economic performance of its interest earning assets, the cost of the secured financing that finances the Company’s interest earning assets, the underlying trends within its portfolio of interest earning assets and the comparability of the Company’s interest earning asset portfolio relative to those of its peers, the Company proposes to modify its disclosures such that it will present solely GAAP financial results under the caption “Results of Operations” and will move its discussion of portfolio net interest income and portfolio net interest spread to “Non-GAAP Financial Measures” for the quarter ended September 30, 2022 (the “Third Quarter 10-Q”).  The Company proposes to further address the Staff’s comments above by presenting calculations of “adjusted interest expense”, “Company net interest spread”, “portfolio interest expense” and “portfolio net interest spread” that either include or exclude interest expenses on the Company’s unsecured corporate debt as set forth in the Company’s response to the Staff’s comment 2. below.

2 Commission Guidance on Management's Discussion and Analysis of Financial Condition and Results of Operations, 85 Fed. Reg. 10569 (February 25, 2020).

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

August 18, 2022

2.We note your response to our prior comment 1. Please address the following:

•We note that you determined portfolio net interest margin is an operating measure. It appears that the components in the formula to calculate portfolio net interest margin may be derived from GAAP measures. Specifically, interest earning assets and interest income are adjusted to exclude the impact from all consolidated SLST assets and all consolidated K-Series assets other than those securities owned by the Company. Further, interest bearing liabilities and interest expense are adjusted to exclude the impact from subordinated debentures, convertible notes, senior unsecured notes and mortgages payable on real estate. Please further clarify for us how you determined the components are not derived from GAAP measures and how you determined portfolio net interest margin is not a non-GAAP measure.

•We note your revised presentation to reflect portfolio interest expense as a non-GAAP measure. Please clarify for us if portfolio interest expense is a component of portfolio net interest margin. To the extent it is a component of portfolio net interest margin, please reconcile for us how you determined that portfolio interest expense is a non-GAAP measure and portfolio net interest margin is an operating measure.

RESPONSE:

The Company respectfully advises the Staff that it does not consider average interest earnings assets (prior to adjustments to exclude the impact of the consolidation of SLST) to be a GAAP measure as the Company calculates average interest earning assets based on daily amortized costs.  While the Company recognizes that daily amortized cost is a GAAP concept, the Company records its interest earning assets at fair value for purposes of its financial statements.  Similarly, the Company calculates average interest bearing liabilities based on daily outstanding principal balances, which does not give effect to the inclusion of debt issuance costs as presented in the Company’s GAAP financial statements. As a result, the Company does not consider its calculations of average interest earning assets or average interest bearing liabilities to be GAAP or non-GAAP measures. The Company further advises the Staff that portfolio interest expense is a component of average portfolio financing cost, which itself is a component of portfolio net interest spread.

The Company advises the Staff that upon further consideration, the Company has determined to treat portfolio net interest spread, yield on average portfolio interest earning assets and average portfolio financing cost as non-GAAP measures in its future filings and disclosures. As a result and in consideration of the Company’s response to the Staff’s comment 1. above, the Company proposes to modify its disclosures relating to interest earning assets under the caption of “Non-GAAP Financial Measures” as follows beginning with the Third Quarter 10-Q.

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

August 18, 2022

Non-GAAP Financial Measures

In addition to the results presented in accordance with GAAP, this Quarterly Report on Form 10-Q includes certain non-GAAP financial measures, including portfolio interest income, portfolio interest expense, portfolio net interest income, portfolio net interest spread, yield on average portfolio interest earning assets, average portfolio financing cost, adjusted interest expense, adjusted net interest income, average financing cost, Company net interest spread, undepreciated earnings and undepreciated book value per common share. Our management team believes that these non-GAAP financial measures, when considered with our GAAP financial statements, provide supplemental information useful for investors as it enables them to evaluate our current performance and trends using the same metrics that management uses to operate our business. Our presentation of non-GAAP financial measures may not be comparable to similarly-titled measures of other companies, who may use different calculations. Because these measures are not calculated in accordance with GAAP, they should not be considered a substitute for, or superior to, the financial measures calculated in accordance with GAAP. Our GAAP financial results and the reconciliations of the non-GAAP financial measures included in this Quarterly Report on Form 10-Q to the most directly comparable financial measures prepared in accordance with GAAP should be carefully evaluated.

Portfolio Net Interest Income and Portfolio Net Interest Spread

Financial results for our investment portfolio during a given period include the net interest income earned on our

United States securities and exchange commission logo
August 5, 2022
Kristine R. Nario-Eng
Chief Financial Officer
New York Mortgage Trust, Inc.
90 Park Avenue
New York, New York 10016
Re:New York Mortgage Trust, Inc.
Form 10-K for the fiscal year ended December 31, 2021
Filed February 25, 2022
File No. 001-32216
Dear Kristine R. Nario-Eng:
            We have reviewed your July 27, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 14, 2022 letter.
Form 10-K for the fiscal year ended December 31, 2021
Item 7, Management Discussion and Analysis of Financial Condition and Results of Operations
Portfolio Net Interest Margin , page 64
1.We note your response to comment 1.  We note your revised presentation to reflect
portfolio interest expense and portfolio net interest income as non-GAAP measures.  You
adjust these measures and portfolio net interest margin to exclude interest expense from
subordinated debentures, convertible notes, senior unsecured notes and mortgages payable
on real estate.  Please address the following:
•Please further clarify for us how you determined it was appropriate to exclude interest
expense from subordinated debentures, convertible notes and senior unsecured notes.
•You stated that you excluded these items because they do not directly and exclusively
finance your interest earning investments. Please tell us how you determined that

 FirstName LastNameKristine R. Nario-Eng
 Comapany NameNew York Mortgage Trust, Inc.
 August 5, 2022 Page 2
 FirstName LastName
Kristine R. Nario-Eng
New York Mortgage Trust, Inc.
August 5, 2022
Page 2
these investments should be excluded, in light of the fungible characteristic of cash.
•You further stated that the senior unsecured notes currently finance joint venture
equity investments in multi-family properties. Please tell us how you determined that
these notes finance these particular equity investments.
2.We note your response to our prior comment 1.  Please address the following:
•We note that you determined portfolio net interest margin is an operating measure. It
appears that the components in the formula to calculate portfolio net interest margin
may be derived from GAAP measures. Specifically, interest earning assets and
interest income are adjusted to exclude the impact from all consolidated SLST assets
and all consolidated K-Series assets other than those securities owned by the
Company.  Further, interest bearing liabilities and interest expense are adjusted to
exclude the impact from subordinated debentures, convertible notes, senior unsecured
notes and mortgages payable on real estate.   Please further clarify for us how you
determined the components are not derived from GAAP measures and how you
determined portfolio net interest margin is not a non-GAAP measure.
•We note your revised presentation to reflect portfolio interest expense as a non-
GAAP measure.  Please clarify for us if portfolio interest expense is a component of
portfolio net interest margin. To the extent it is a component of portfolio net interest
margin, please reconcile for us how you determined that portfolio interest expense is
a non-GAAP measure and portfolio net interest margin is an operating measure.
            You may contact Peter McPhun at 202-551-3581 or Jennifer Monick at 202-551-3295 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

Document

July 27, 2022

VIA EDGAR

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:  New York Mortgage Trust, Inc.

Form 10-K for the fiscal year ended December 31, 2021

Filed February 25, 2022

File No. 001-322116

Dear Mr. McPhun and Ms. Monick:

New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), is submitting this letter in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated July 14, 2022.

For convenience of reference, each comment contained in your July 14, 2022 letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in your letter, and is followed by the corresponding response of the Company.

Form 10-K for the fiscal year ended December 31, 2021

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Portfolio Net Interest Margin, page 64

1.We note your presentation of portfolio net interest margin. Please address the following:

•Please tell us if you determined this measure is a non-GAAP measure, and tell us how you made that determination.

•To the extent you determined this measure is a non-GAAP measure, please tell us how your disclosure complies with Item 10(e) of Regulation S-K.

•Please tell us how you determined it is appropriate to exclude the weighted average cost of subordinated debentures, convertible notes, and senior unsecured notes from this measure.

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

July 27, 2022

This comment also applies to your disclosure of portfolio net interest income and portfolio net interest margin in your earnings release.

RESPONSE:

The Company respectfully advises the Staff that it does not consider its presentation of portfolio net interest margin to be a non-GAAP financial measure pursuant to Item 10(e) of Regulation S-K. The Company calculates portfolio net interest margin as the difference between the Company’s “average yield on interest earning assets” and its “average portfolio financing cost,” excluding the weighted average cost of subordinated debentures, convertible notes, senior unsecured notes and mortgages payable on real estate. Average yield on interest earning assets is calculated by dividing the Company’s interest income relating to its interest earning assets by its average interest earning assets for the respective period, with the calculation of average interest earning assets based on the daily average amortized cost of the Company’s interest earning assets for the respective period. The Company calculates average portfolio financing cost by dividing the interest expense relating to the Company’s interest earning assets by the average outstanding balance of interest bearing liabilities, excluding subordinated debentures, convertible notes, senior unsecured notes and mortgages payable on real estate, for the respective period. The Company discloses average yield on interest earning assets, average portfolio financing cost and portfolio net interest margin because it believes they are operating measures that are useful to investors and management in assessing the yield of the Company’s portfolio of interest earning investments, in total and by investment category, relative to the cost of financing attributable to the financing instruments that directly and exclusively finance the Company’s interest earning assets over the course of a relevant period. Because the denominator in the calculation of average yield on interest earning assets is based on the average daily amortized cost of the Company’s interest earning assets and the denominator in the calculation of average portfolio financing cost is based on the average daily outstanding balance of the Company’s interest bearing liabilities, the Company does not believe there are comparable GAAP counterparts to these measures or to portfolio net interest margin in its financial statements and that, as such, it considers these measures to be operating measures consistent with the provisions described in Item 10(e)(4) of Regulation S-K.

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

July 27, 2022

As noted above, the Company discloses average yield on interest earning assets, average portfolio financing cost and portfolio net interest margin because it believes they are operating measures that are useful to investors and management in assessing the yield of the Company’s portfolio of interest earning investments, in total and by investment category, relative to the cost of financing attributable to the financing instruments that directly and exclusively finance the Company’s interest earning assets over the course of a relevant period. In calculating average portfolio financing cost, the Company advises the Staff that it excludes subordinated debentures, convertible notes, senior unsecured notes and mortgages payable on real estate, as they do not directly and exclusively finance, and are not secured by, our interest earning investments. For example, the Company’s senior unsecured notes currently finance joint venture equity investments in multi-family properties, which are not considered interest earning assets and do not produce interest income. Moreover, the Company records interest expense associated with mortgages payable on real estate that is consolidated in the Company’s financial statements, but the multi-family properties that secure the mortgages do not generate interest income. By excluding the Company’s unsecured long-term debt and mortgages payable on real estate from its calculation of average portfolio financing cost, which otherwise may obscure underlying trends in our portfolio of interest earning assets, the Company believes its calculation of portfolio net interest margin provides investors and management with additional detail and enhances their understanding of our interest earning asset yields, in total and by investment category, relative to the cost of financing attributable to the financing instruments that directly and exclusively finance those assets, as well as underlying trends within our portfolio of interest earning assets.

In response to the Staff’s comment regarding the Company’s presentation of portfolio net interest income, upon further consideration, the Company has determined that portfolio net interest income meets the definition of a non-GAAP measure in light of the adjustments made to GAAP net interest income. In addition, the Company has determined to treat GAAP interest expense, excluding interest expense from subordinated debentures, convertible notes, senior unsecured notes and mortgages payable on real estate, which it will refer to as “portfolio interest expense,” as a non-GAAP measure in light of the adjustments made to GAAP interest expense. As a result, beginning with the Company’s earnings release and Form 10-Q for the quarterly period ended June 30, 2022, the Company will provide the disclosures required by Item 10(e) of Regulation S-K for each of portfolio net interest income and portfolio interest expense. An illustrative example of the proposed disclosure is set forth below utilizing information for the three months ended March 31, 2022 and 2021.

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

July 27, 2022

“Non-GAAP Financial Measures

In addition to the results presented in accordance with GAAP, this Quarterly Report on Form 10-Q includes certain non-GAAP financial measures, including undepreciated earnings, undepreciated book value per common share, portfolio net interest income and portfolio interest expense. Our management team believes that these non-GAAP financial measures, when considered with our GAAP financial statements, provide supplemental information useful for investors as it enables them to evaluate our current performance and trends using the same metrics that management uses to operate our business. Our presentation of non-GAAP financial measures may not be comparable to similarly-titled measures of other companies, who may use different calculations. Because these measures are not calculated in accordance with GAAP, they should not be considered a substitute for, or superior to, the financial measures calculated in accordance with GAAP. Our GAAP financial results and the reconciliations of the non-GAAP financial measures included in this Quarterly Report on Form 10-Q to the most directly comparable financial measures prepared in accordance with GAAP should be carefully evaluated.

Portfolio Net Interest Income and Portfolio Interest Expense

Portfolio net interest income is a supplemental non-GAAP financial measure defined as GAAP net interest income excluding interest expense from subordinated debentures, convertible notes, senior unsecured notes and mortgages payable on real estate. We refer to GAAP interest expense, excluding interest expense from subordinated debentures, convertible notes, senior unsecured notes and mortgages payable on real estate, as portfolio interest expense (a supplemental non-GAAP measure). By excluding our unsecured long-term debt and mortgages payable on real estate from GAAP interest expense in our calculation of portfolio net interest income, which otherwise may obscure underlying trends in our portfolio of interest earning assets, we believe our calculation of portfolio net interest income and portfolio interest expense provides investors and management with additional detail and enhances their understanding of the performance of our interest earning assets, the cost of financing attributable to the financing instruments that directly and exclusively finance the Company’s interest earning assets and underlying trends within our portfolio of interest earning assets.

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

July 27, 2022

A reconciliation of GAAP interest expense to portfolio interest expense and GAAP total net interest income to portfolio net interest income for the three months ended March 31, 2022 and 2021, respectively, is presented below (dollar amounts in thousands):

 For the Three Months Ended March 31,

 2022  2021

GAAP interest income $ 58,501    $ 50,039

GAAP interest expense 28,622    19,699

GAAP total net interest income $ 29,879    $ 30,340

GAAP interest income $ 58,501    $ 50,039

GAAP interest expense 28,622    19,699

Subtract interest expense from:

Subordinated debentures 459    457

Convertible notes 438    2,784

Senior unsecured notes 1,603    —

Mortgages payable on real estate 7,157    310

Portfolio interest expense 18,965    16,148

Portfolio net interest income $ 39,536    $ 33,891

The Company also advises the Staff that it will enhance its disclosures regarding average yield on interest earning assets, average portfolio financing cost and portfolio net interest margin in its “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning with its Form 10-Q for the quarterly period ended June 30, 2022 in accordance with the Commission’s guidance on key performance indicators and metrics in Management’s Discussion and Analysis of Financial Condition and Results of Operations that became effective on February 25, 2020. The Company proposes to include disclosure substantially similar to the below at the beginning of the first paragraph under the heading “Portfolio Net Interest Margin”:

“We calculate portfolio net interest margin on our interest earning assets as the difference between our (i) yield on average interest earning assets, which represents the quotient of our annualized GAAP interest income relating to our interest earning assets and our average interest earning assets for the respective period, and (ii) our average portfolio financing cost, which represents the quotient of our annualized portfolio interest expense (a supplemental non-GAAP measure) relating to our interest earning assets and the average outstanding balance of our interest bearing liabilities, excluding our subordinated debentures, convertible notes, senior unsecured notes and mortgages payable on real estate, for the respective period. See “Non-GAAP Financial Measures” within this section below for additional information.

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

July 27, 2022

We provide average yield on interest earning assets, average portfolio financing cost and portfolio net interest margin because we believe these key operating metrics provide investors and management with additional detail and enhance their understanding of our interest earning asset yields, in total and by investment category, relative to the cost of financing attributable to the financing instruments that directly and exclusively finance those assets, as well as underlying trends within our portfolio of interest earning assets. In addition to the foregoing, our management team uses these measures to assess, among other things, the performance of our interest earning assets in total and by asset, possible cash flows from our interest earning assets in total and by asset, our ability to finance or borrow against the asset and the terms of such financing and the composition of our portfolio of interest earning assets, including acquisition and disposition determinations. Our calculation of average yield on interest earning assets, average portfolio financing cost and portfolio net interest margin may not be comparable to similarly-titled measures of other companies who may use different calculations.”

Notes to Consolidated Financial Statements

7. Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE) Consolidated Real Estate VIEs, page F-38

2.We note your initial consolidation of certain joint venture entities during 2021 and the first quarter of 2022. Please tell us what consideration you gave to providing audited financial statements of the acquired entities and unaudited pro forma financial information. Reference is made to Rule 3-14 of Regulation S-X and Article 11 of Regulation S-X.

RESPONSE:

In response to the Staff’s comment, the Company respectfully advises the Staff that it evaluated the significance of its investments in joint venture entities that are real estate operations in accordance with the requirements of Rule 3-14 of Regulation S-X (“Rule 3-14”) at the time of each Acquisition, including any Acquisitions that were under common control or management or for which an Acquisition was conditioned upon another to be a single Acquisition (each an “Acquisition” and collectively the “Acquisitions”).  In its evaluation, the Company compared its investment in each Acquisition to the aggregate worldwide market value of the Company’s voting and non-voting common equity (the “Investment Test”) calculated in accordance with Rule 1-02 (w)(1)(i)(A)(3) of Regulation S-X (“the Company’s Average Common Equity”).  The Company further advises the Staff that:

•for Acquisitions that occurred in the year ended December 31, 2021, in no case did the Company’s investment in a single Acquisition represent more than 20% of the Company’s Average Common Equity.

•the aggregate impact under the Investment Test of all Acquisitions and probable Acquisitions that occurred in the period from January 1, 2021 through the issuance of the Company’s audited financial statements on Form 10-K on February 25, 2022, represented 22.9% of the Company’s Average Common Equity.

Mr. Peter McPhun

Ms. Jennifer Monick

United States Securities and Exchange Commission

July 27, 2022

•for Acquisitions that occurred in the three months ended March 31, 2022, in no case did the Com

United States securities and exchange commission logo
July 14, 2022
Kristine R. Nario-Eng
Chief Financial Officer
New York Mortgage Trust, Inc.
90 Park Avenue
New York, New York 10016
Re:New York Mortgage Trust, Inc.
Form 10-K for the fiscal year ended December 31, 2021
Filed February 25, 2022
File No. 001-32216
Dear Kristine R. Nario-Eng:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Portfolio Net Interest Margin, page 64
1.We note your presentation of portfolio net interest margin.  Please address the following:
•Please tell us if you determined this measure is a non-GAAP measure, and tell us
how you made that determination.
•To the extent you determined this measure is a non-GAAP measure, please tell us
how your disclosure complies with Item 10(e) of Regulation S-K.
•Please tell us how you determined it is appropriate to exclude the weighted average
cost of subordinated debentures, convertible notes, and senior unsecured notes from
this measure.
This comment also applies to your disclosure of portfolio net interest income and portfolio
net interest margin in your earnings release.
Notes to Consolidated Financial Statements

 FirstName LastNameKristine R. Nario-Eng
 Comapany NameNew York Mortgage Trust, Inc.
 July 14, 2022 Page 2
 FirstName LastName
Kristine R. Nario-Eng
New York Mortgage Trust, Inc.
July 14, 2022
Page 2
7. Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE)
Consolidated Real Estate VIEs, page F-38
2.We note your initial consolidation of certain joint venture entities during 2021 and the
first quarter of 2022.  Please tell us what consideration you gave to providing audited
financial statements of the acquired entities and unaudited pro forma financial
information.  Reference is made to Rule 3-14 of Regulation S-X and Article 11 of
Regulation S-X.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Peter McPhun at 202-551-3581 or Jennifer Monick at 202-551-
3295 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

	nymt20210616_corresp.htm

June 17, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			New York Mortgage Trust, Inc.

			Registration Statement on Form S-4

			Filed May 28, 2021

			File No. 333-256588

Ladies and Gentlemen:

On behalf of New York Mortgage Trust, Inc., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m., Washington, D.C. time, on June 21, 2021, or as soon as practicable thereafter.

Thank you for your assistance in this matter.

Securities and Exchange Commission

June 17, 2021

Page 2

			Very truly yours,

			NEW YORK MORTGAGE TRUST, INC.

			By:

			/s/ Kristine R. Nario-Eng

			Name:

			Kristine R. Nario-Eng

			Title:

			Chief Financial Officer

cc:         Christopher C. Green, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
June 4, 2021
Steven Mumma
Chief Executive Officer
NEW YORK MORTGAGE TRUST INC
90 Park Avenue
New York, New York 10016
Re:NEW YORK MORTGAGE TRUST INC
Registration Statement on Form S-4
Filed May 28, 2021
File Number: 333-256588
Dear Mr. Mumma:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Davis at 202-551-4385 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

October  17, 2013

Via U.S. mail
Fredric S. Starker
Chief Financial  Officer
New York Mortgage Trust, Inc.
275 Madison Avenue
Suite 3200
New York, NY 10016

Re: New York Mortgage  Trust, Inc.
 Form 10-K
Filed March 1 8, 201 3
File No. 001 -32216

Dear M r. Starker :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  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 Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Cicely LaMothe

Cicely LaMothe
Senior Assistant  Chief Accountant

CORRESP
1
filename1.htm

nymt20130927_corresp.htm

September 27, 2013

VIA EDGAR

Ms. Cicely LaMothe

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:
New York Mortgage Trust, Inc.

Form 10-K

Filed March 18, 2013

File No. 001-32216

Dear Ms. LaMothe:

New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), is submitting this letter in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated September 6, 2013.

For convenience of reference, each comment contained in your September 6, 2013 letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in your letter, and is followed by the corresponding response of the Company.

Form 10-K for the year ended December 31, 2012

Business, page 5

1.

In future Exchange Act reports, please provide, as applicable, the vintage or origination dates of your MBS portfolio

RESPONSE: In future Exchange Act reports, we will expand our disclosure to include, as applicable, the vintage or origination dates of our MBS portfolio.

Ms. Cicely LaMothe

United States Securities and

Exchange Commission

September 27, 2013

Our Financing Strategy, page 9

2.

We note your disclosure on page 36 that the repurchase agreements allow the lenders, to varying degrees, to revalue the collateral to values that the lender considers to reflect market value. In future Exchange Act reports, please revise to discuss how market value is calculated.

RESPONSE: In future Exchange Act reports, we will expand our disclosure to include a discussion as to how the market value of our collateral is calculated by our repurchase agreement lenders.

Risk Factors, page 20

If a counterparty to one of our repurchase transactions…..page 36

3.

We note your disclosure on page 87. In future Exchange reports, with respect to your repurchase agreements, please name here or in the appropriate risk factor each of the counterparties that holds collateral in excess of 5% of stockholders’ equity.

RESPONSE: In future Exchange Act reports, with respect to our repurchase agreements, we will expand our disclosure to include a list of counterparties where the amount at risk is in excess of 5% of our stockholders’ equity. We define the amount at risk as the fair value of securities pledged as collateral to the repurchase agreement in excess of the repurchase agreement liability.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 52

4.

We note your disclosure on page 36 that certain of the assets that you pledge as collateral including Agency IOs and CLOs, are currently subject to significant haircuts. In future Exchange Act reports, please revise to identify the period end weighted average haircut and discuss material trends, if any.

RESPONSE: In future Exchange Act reports, with respect to our repurchase agreements, we will expand our disclosure to include the period end weighted average haircut and a discussion of material trends or changes to the haircut for our investment securities, if any.

Ms. Cicely LaMothe

United States Securities and

Exchange Commission

September 27, 2013

 Balance Sheet Analysis, page 62

Financing Arrangements, Portfolio Investments, page 71

5.

With respect to your disclosure for those repurchase agreements you account for as collateralized financings, please confirm that you will expand your disclosure in future filings to include the average quarterly balance and quarter end balance for each of the past three years.

RESPONSE: In future Exchange Act reports, with respect to our repurchase agreements accounted for as collateralized financings, we will expand our disclosure to include the average quarterly balance and quarter end balance for each of the past three years.

Quarterly Comparative Net Interest Spread, page 79

6.

Please clarify whether the cost of funds reflects the impact of your hedging activities. In future Exchange Act reports, if applicable, please revise to reflect the impact of such hedging activities. Additionally, if you experience material trends in your spread, please discuss such trends and explain the reasons for such trends to the extent driven by management decisions.

RESPONSE: In response to the Staff’s comment, the Company confirms that the cost of funds reflects the impact of our interest rate hedging activities. In future Exchange Act reports, we will clarify our disclosures to indicate such and explain the reasons for any material trends in our net interest spread to the extent driven by management decisions.

Non-GAAP Financial Measure, page 81

7.

Please tell us how you determined that Unrealized net losses on investment securities and related hedges and Unrealized net gains on multi-family loans and debt held in securitization trusts are “unusual or not indicative of [your] core operating results.” Please refer to Item 10(e) of Regulation S-K.

RESPONSE: We elected the fair value option to record unrealized gains and losses from certain investment securities we started purchasing in 2011 through our statement of operations. This was the first time we recorded unrealized gains and losses through our statement of operations. In the fall of 2011, a confluence of several factors, including a historical rally in U.S. Treasuries, uncertainty surrounding the European sovereign debt crisis and uncertainty relating to U.S. government’s rules under HARP caused unusually excessive market volatility that impacted our unrealized gains and losses on our Agency IOs and related hedges during this period. In connection with these events, we determined at that time that the unrealized gains and losses experienced during these periods were unusual and not indicative of our core operating results as compared to prior periods and were not likely to recur within the next two years. During 2012, we experienced significant unrealized gains on our recently acquired multifamily loans and debt held in securitization trusts for which we elected the fair value option, which was also a newly targeted asset class for us beginning in 2011. At that time, we determined that these operating results were unusual and not indicative of our core operating results as compared to prior periods and were not likely to recur within the next two years, as the increase in fair value was caused by an unexpected spike in demand for this relatively new offering from Freddie Mac.

However, in the spring of 2013, having recorded these unrealized gains and losses in multiple quarters, we concluded that these events were no longer unusual or more indicative of our core operating results. As a result, effective with the filing of our Form 10-Q in May 2013, we stopped providing this Non-GAAP financial measure.

Ms. Cicely LaMothe

United States Securities and

Exchange Commission

September 27, 2013

Liquidity – Hedging and Other Factors, page 85

8.

We note your disclosure beginning on page F-28. Please revise this section or elsewhere as appropriate to disclose the extent of your hedging activities and the extent of any gap between duration of swaps and assets/liabilities or tell us why such disclosure is not material. As applicable, please disclose any material trends in these measures as compared to prior periods.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it believes the information contained in Footnote 9 starting on page F-28 of its Form 10-K describes the Company’s derivative instruments and hedging activities in detail. Because of this, the Company proposes to add a cross reference in future filings at the end of the first paragraph under the caption “Liquidity—Hedging and Other Factors” that would take the following form: “For additional information regarding the Company’s derivative instruments and hedging activities for the periods covered by this report, including the fair values and notional amounts of these instruments and realized and unrealized gains and losses relating to these instruments, please see Footnote 9 to our consolidated financial statements included in this report.”

In addition, to the extent there is a material trend in the Company’s hedging activities, the Company advises the Staff that it will describe such material trends in the Management’s Discussion and Analysis of Financial Condition and Results of Operations under the caption “Liquidity—Hedging and Other Factors,” in the case of hedging instruments used or margin calls incurred with respect thereto, and “Results of Operations,” in the case of net realized or unrealized gains or losses.

With respect to the Staff’s comment to disclose the extent of any gap between the duration of swaps and assets/liabilities, the Company respectfully advises the Staff that, in its view, the net duration analysis set forth in Item 7A of the Form 10-K under the caption “Fair Value Risk” is a better and more meaningful depiction of risk to the Company from changes in interest rates than a gap analysis of swaps because the Company invests in multiple asset classes, including RMBS, CMBS, whole residential loans, CLOs and preferred equity, among other things, that are financed, in many cases, with instruments other than repurchase agreements. As such, it is the Company’s view that the inclusion of a gap analysis of swaps would only provide investors with a partial view of the risk to the Company from changes in interest rates. To the extent there are any material trends in the Company’s net duration analysis as compared to prior periods, the Company undertakes to describe such material trends below the tabular presentation in Item 7A of the Form 10-K under the caption “Fair Value Risk.” In addition, the Company intends to add a cross-reference at the end of the disclosure under the caption “Liquidity—Hedging and Other Factors” alerting the reader to the tabular presentation of the sensitivity of the market value and net duration changes of the Company’s portfolio across various changes in interest rates, which takes into account the Company’s hedging activities.

Ms. Cicely LaMothe

United States Securities and

Exchange Commission

September 27, 2013

Credit Risk, page 91

9.

Please revise to explain how you evaluate the credit quality of your assets, other than the Agency MBS.

RESPONSE: We propose to add the following disclosures to our next quarterly filing. Substantive updates to our disclosure on credit risk in our Form 10-Q for the quarterly period ended June 30, 2013 are in brackets.

Credit risk is the risk that we will not fully collect the principal we have invested in our credit sensitive assets, including distressed residential and other mortgage loans, CMBS and CLOs due to borrower defaults. In selecting the credit sensitive assets in our portfolio, we seek to identify and invest in assets with characteristics that we believe offset or limit the exposure of borrower defaults to the Company.

[We seek to manage credit risk through our pre-acquisition due diligence process, and by factoring projected credit losses into the purchase price we pay for all of our credit sensitive assets. In general, we evaluate relative valuation, supply and demand trends, prepayment rates, delinquency and default rates, vintage of collateral and macro-economic factors as part of this process. Nevertheless, these procedures do not guarantee unanticipated credit losses which would materially affect our operating results].

With respect to the $189.9 million of distressed residential loans the Company owned at June 30, 2013, the mortgage loans were purchased at a discount to par reflecting their distressed state or perceived higher risk of default, which may include  higher LTV’s and, in certain instances, delinquent loan payments.  Prior to the acquisition of distressed residential mortgage loans, the Company validates key information provided by the sellers that is necessary to determine the value of the distressed residential mortgage loans. We then seek to maximize the value of the mortgage loans that we acquire either through borrower assisted refinancing, outright loan sale or through foreclosure and resale of the underlying home. [We evaluate credit quality on an ongoing basis by reviewing borrower’s payment status and current financial and economic condition. Additionally, we look at the carrying value of any delinquent loan and compare to the current value of the underlying collateral.]

As of June 30, 2013, we own $197.6 million of first loss CMBS comprised of principal only securities that are backed by commercial mortgage loans on multi-family properties at a weighted average amortized purchase price of approximately 27.0% of current par.  [Prior to the acquisition of each of our first loss CMBS principal only securities, the Company completes an extensive review of the underlying loan collateral, including loan level cash flow re-underwriting, site inspections on selected properties, property specific cash flow and loss modeling, review of appraisals, property condition and environmental reports, and other credit risk analyses.  We continue to monitor credit quality on an ongoing basis using updated property level financial reports provided by borrowers and periodic site inspection of selected properties.  We also reconcile on a monthly basis the actual bond distributions received against projected distributions to assure proper allocation of cash flow generated by the underlying loan pool].

Ms. Cicely LaMothe

United States Securities and

Exchange Commission

September 27, 2013

Financial Statements

Consolidated Statements of Operations, page F-5

10.

Please tell us how you determined it was appropriate to present Dividends declared per common share on the face of the income statement. Please refer to paragraph 5 of ASC 260-10-45.

RESPONSE: The Company acknowledges the Staff's comment and after reviewing ASC 260-10-45-5 in conjunction with Regulation S-X 10-01(b)(2), the Company has concluded that Dividends declared per common share should not be shown on the face of the Consolidated Statements of Operations in the Company's Annual Reports on Form 10-K, although the Company believes that under Regulation S-X 10-01(b)(2) this information may continue to be shown on the face of the Consolidated Statements of Operations in interim periods.

Accordingly, the Company proposes to revise the presentation of its Consolidated Statements of Operations in future Annual Reports on Form 10-K to remove Dividends declared per common share.

Notes to Consolidated Financial Statements, page F-9

2. Summary of Significant Accounting Policies, page F-9

Financing Arrangements, Portfolio Investments, page F-12

11.

We note that you have disclosed that none of your repurchase agreements are accounted for as linked transactions. Please tell us and clarify in future filings the reason that none of your repurchase agreements are accounted for as linked transactions (i.e. you do not enter into such transactions; you have met the applicable criteria.)

RESPONSE: The Company advises the Staff that none of the Company’s repurchase agreements are accounted for as linked transactions because they met the applicable criteria in accordance with ASC 860-10-40.

In future Exchange Act reports, we will expand our disclosure to include the reason that none of our repurchase agreements are accounted for as linked transactions.

Ms. Cicely LaMothe

United States Securities and

Exchange Commission

September 27, 2013

Form 10-Q for the quarterly period ended June 30, 2013

Financial Statements

Notes to Condensed Consolidated Financial Statements, page 7

2. Summary of Significant Accounting Policies, page 7

Investment Securities Available for Sale, pa

September 6, 2013

Via U.S. mail
Fredric S. Starker
Chief Financial  Officer
New York Mortgage Trust, Inc.
275 Madison Avenue
Suite 3200
New York, NY 10016

Re: New York Mortgage  Trust, Inc.
 Form 10-K
Filed March 1 8, 201 3
File No. 001 -32216

Dear M r. Starker :

We have reviewed your filing an d 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2012

Business, page 5

1. In future Exchange Act reports, please provide, as applicable, the vintage or origination
dates of your MBS portfolio.

Our Financing Strategy, page 9

2. We note your disclosure on page 36 th at the repurchase agreements allow the lenders, to
varying degrees, to revalue the collateral to values that the lender considers to reflect
market value. In future Exchange Act reports, please revise to discuss how market value
is calculated.

Fredric S. Starker
New York Mortgage Trust, Inc.
 September 6, 2013
 Page 2

 Risk Factor s, page 20

If a counterparty to one of our repurchase transactions…, page 36

3. We note your disclosure on page 87.   In future Exchange Act reports, with respect to your
repurchase agreements, please name here or in the appropriate risk factor each of the
counterparties that holds collateral in excess of 5% of stockholders’ equity.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 52

4. We note your disclosure on page 36 that certain of the assets that you pledge as collateral,
including Agency IOs and CLOs, are currently subject to significant haircuts.   In future
Exchange Act reports, please revise to identify the period end weighted average haircut
and discuss material trends, if any.

Balance Sheet Analy sis, page 62

Financing Arrangements, Portfolio Investments, page 71

5. With respect to your disclosure for those repurchase agreements you account for as
collateralized financings, please confirm that you will expand your disclosure in future
filings to inc lude the average quarterly balance  and quarter  end balance for each of the
past three  years .

Quarterly Comparative Net Interest Spread, page 79

6. Please clarify whether the cost of funds reflects the impact of your hedging activities.   In
future Exchange Act reports, if applicable, please revise to reflect the impact of such
hedging activities.   Additionally, if you experience material trends in your spread, please
discuss such trends and explain the reasons for such trends to the extent driven by
manageme nt decisions.

Non-GAAP Financial Measure, page 81

7. Please tell us how you determined that Unrealized net losses on investment securities and
related hedges and Unrealized net gains on multi -family loans and debt held in
securitization trusts are “unusual or not indicative of [your] core operating results.”
Please refer to Item 10(e) of Regulation S -K.

Liquidity – Hedging and Other Factors, page 85

8. We note your disclosure beginning on page F -28.  Please revise this section or elsewhere
as appropriate to d isclose the extent of your hedging activities and the extent of any gap

Fredric S. Starker
New York Mortgage Trust, Inc.
 September 6, 2013
 Page 3

 between the duration of swaps and assets/liabilities or tell us why such disclosure is not
material.   As applicable, please disclose any material trends in these measures as
compared t o prior periods.

Credit Risk, page 91

9. Please revise to explain how you evaluate the credit quality of your assets, other than the
Agency MBS.

Financial Statements

Consolidated Statements of Operations, page F -5

10. Please tell us how you determined it was appropriate to present Dividends declared per
common share on the face of the income statement.  Please refer to paragraph 5 of ASC
260-10-45.

Notes to Consolidated Financial Statements, page F -9

2. Summary of S ignificant Accounting Policies, page F -9

Financing Arrangements, Portfolio Investments, page F -12

11. We note that you have disclosed that none of your repurchase agreements are accounted
for as linked transactions.  Please tell us and clarify in future fili ngs the reason that none
of your repurchase agreements are accounted for as linked transactions (i.e. you do not
enter into such transactions; you have met the applicable criteria.)

Form 10 -Q for the quarterly period  ended June 30, 2013

Financial Sta tements

Notes to  Condensed  Consolidate d Financial Statements, page 7

2. Summary of Significant Accounting Policies, page 7

Investment Securities Available for Sale, page 8

12. You disclose that you assess potential impairment of securities where the fair value
option has not been elected by applying the guidance prescribed in ASC Topic 320 -10.
For your non -Agency securities, p lease tell us and expand your disclosures to discuss in
detail your accounting p olicy for determining how your securities meet  the criteria to be
accounted for under ASC Topic 320 -10 versus 325 -40.

Fredric S. Starker
New York Mortgage Trust, Inc.
 September 6, 2013
 Page 4

 DEF14A filed March 26, 2013

General

13. In future Exchange Act reports, please revise the say -on-pay proposal and the say -on-
frequency proposal, including the proxy card, to comply with the guidance provided by
Exchange Act Rules  Compliance and Disclosure Interpretation Question 169.07.

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 informat ion the Securities Exchange Act of
1934 and all applicable Exchange 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 disclo sures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United States.

You may contact  Jennifer Monick, Senior Staff Accountant , at 202-551-3295  or me at
202-551-3413 if you have questions regarding comments on the financial statements and related
matters.  Please contact Folake Ayoola, Attorney  Advisor , at 202-551-3673 or Jennifer
Gowetski , Senior Counsel , at 202-551-3401 with any other questions.

Sincerely,

 /s/ Cicely LaMothe

Cicely LaMothe
Senior Assistant Chief Accountant

CORRESP
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    nymt_corresp-012413.htm

NEW YORK MORTGAGE TRUST, INC.

52 Vanderbilt Avenue, Suite 403

New York, New York  10017

January 24, 2013

VIA EDGAR AND EMAIL

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attention:  Mr. Duc Dang

New York Mortgage Trust, Inc.

Registration Statement on Form S-3 (File No. 333-186017)

Dear Mr. Dang:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, New York Mortgage Trust, Inc. (the “Company”) hereby requests acceleration of effectiveness of the above-captioned Registration Statement to 4:00 p.m. on January 28, 2013, or as soon thereafter as practicable.

The Company acknowledges the following:

·

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, 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.

Very truly yours,

NEW YORK MORTGAGE TRUST, INC.

By:
/s/ Steven R. Mumma

Name:  Steven R. Mumma

Title:    Chief Executive Officer and President

January 22, 2013

Steven R. Mumma
Chief Executive Officer
New York Mortgage Trust, Inc.
52 Vanderbilt Avenue, Suite 403
New York, New York 10017

Re: New York Mortgage Trust, Inc.
  Registration Statement on Form S-3
Filed  January 14, 2013
  File No.  333-186017

Dear Mr. Mumma :

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 information .  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

1. We note you are including an unallocated amount of debt with this registration statement.
Please revise to include the ratio of earnings to fixed charges or advise.

We urge all persons who are responsible fo r 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 fa cts relating 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 acceleration of the effective date
of the pending registration statement  please provide a written statement from the company
acknowledging that:

Steven R. Mumma, Chief Executive Officer
New York Mortgage Trust, Inc.
January 22, 2013
Page 2

  should the Commission or the staff, acting pursuant to delegated authority, 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 o f 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 Duc Dang  at (202) 551 -3386 or me at  (202) 551 -3233  with any other
questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief
cc:  Daniel LeB ey

November 4, 2010
 Mr. Steven R. Mumma  New York Mortgage Trust, Inc. 52 Vanderbilt Avenue New York, NY 10017

Re: New York Mortgage Trust, Inc.
 Form 10-K for the year ended December 31, 2009
File No. 1-32216
 Dear Mr. Mumma:

We have completed our review of the above refe renced filing and have no further comments at
this time.
Sincerely,

Kevin Woody Branch Chief

CORRESP
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    nymt_corresp-101410.htm

October 14, 2010

Filed via EDGAR

Mr. Kevin Woody

Branch Chief

United States Securities and Exchange Commission

Washington, DC  20549

Re:

New York Mortgage Trust, Inc.

Form 10-K for the year ended December 31, 2009

File No. 1-32216

Dear Mr. Woody:

New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), is transmitting for filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), the Company’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated September 22, 2010.

For convenience of reference, each comment contained in your September 22, 2010 letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in your letter, and is followed by the corresponding response of the Company.

Form 10-K for the fiscal year ended December 31, 2009

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 42

Results of Operations - Comparison of Years Ended December 31, 2009, 2008 and 2007

Comparable Net Interest Income, page 58

1.

Please refer to the table on page 59. Please tell us how you define each of the columns in this table. Please provide this disclosure in future filings and provide us with your proposed disclosure.

RESPONSE:  The Company advises the Staff that it defines each of the columns in the table on page 59 as follows:

1.

Average Interest Earning Assets

Our average interest earning assets is calculated each quarter as the daily average balance of our investment securities available for sale, excluding unrealized gains and losses, and our mortgage loans held in securitization trusts.

2.

Weighted Average Coupon

The weighted average coupon reflects the weighted average rate of interest paid on the underlying securities or mortgage loans, net of fees paid.  The percentages indicated in this column are the interest rates that will be effective through the interest rate reset date and have not been adjusted to reflect the purchase price we paid for the face amount of the security.

3.

Weighted Average Cash Yield on Interest Earning Assets

Our weighted average cash yield on interest earning assets was calculated by dividing our annualized interest income from investment securities and loans held in securitization trusts for the quarter by our average interest earning assets.

4.

Cost of Funds

Our cost of funds was calculated by dividing our annualized interest expense from investment securities and loans held in securitization trusts for the quarter by our average financing arrangements, portfolio investments and collateralized debt obligations.

5.

Net Interest Spread

Difference between our weighted average cash yield on interest earning assets and our cost of funds.

6.

Constant Prepayment Rate (CPR)

Our constant prepayment rate is the proportion of principal of our pool of loans that were paid off during each quarter.

The Company will provide the above definitions in footnotes to the table on page 59 in future filings.

2

Signatures, page 75

2.

Please confirm if Steven Mumma also serves as your controller or principal accounting officer. In future filings, please identify the person that serves as your controller or principal accounting officer. Please see General Instruction D to Form 10-K.

RESPONSE:  In response to the Staff’s comment, the Company confirms for the Staff that Steven R. Mumma served as the Company’s principal accounting officer from the time he was appointed Chief Financial Officer on November 3, 2006 until October 4, 2010.  The Company further advises the Staff that effective October 4, 2010, the Company’s Board of Directors appointed Fredric S. Starker as the Company’s new Chief Financial Officer.  In this role, Mr. Starker will serve as both the principal financial officer and the principal accounting officer.  The Company will identify Mr. Starker as serving in each of these roles in future filings.

3.  Mortgage Loans Held in Securitization Trusts, page F-18

3.

Please tell us how loans that are determined not to be individually impaired are considered in the assessment of an allowance under SAB 6L, subtopics 450-10 and 450-20 of the FASB Accounting Standards Codification and paragraphs 310-10-35-35 and 310-10-35-36 of the FASB Accounting Standards Codification. Additionally, explain to us how you considered the referenced guidance in determining whether an allowance was required for probable credit losses inherent in the remaining portion of your loan portfolio that was not identified as individually impaired.

RESPONSE:  The Company advises the Staff that a loss would be recognized on loans that are determined not to be individually identified if it is probable that a loss has been incurred at the date of the financial statements and the amount of loss can be reasonably estimated.  Disclosure of a contingency is made if there is at least a reasonable possibility that a loss or an additional loss may have been incurred and either of the following conditions exists:

a.

an accrual has not been made for a loss contingency because the loss is not probable or cannot be reasonably estimated or,

b.

an exposure to loss exists in excess of the minimum amount accrued pursuant to the provisions of paragraph 450-20-30-1.

Under Subtopic 450-20 of the FASB Accounting Standards Codification, a loss would be recognized if characteristics of a loan indicate that it is probable that a group of similar loans includes some losses even though the loss could not be identified to a specific loan.  However, in accordance with section 310-10-35 of the FASB Accounting Standards Codification, losses are not recognized before it is probable that they have been incurred.  Historically, the registrant’s allowance for loans that have been individually identified has been sufficient to cover any losses that have occurred on loans that have not been individually identified.  Not all of the individually identified loans have resulted in losses in the magnitude estimated or at all. Differences, if any, have not been material.

3

5.  Financing Arrangements,  Portfolio Investments, page F-22

4.

Please enhance your disclosure regarding your ability to meet additional haircuts or market valuation requirements and discuss the relative ease and timing it would take to convert amounts to cash to meet these needs.

RESPONSE:  In response to the Staff’s comment, the Company proposes to add the following to the disclosure on page F-22:

“As of December 31, 2009, the Company had $24.5 million in cash and $85.6 million in unencumbered securities, including $25.2 million in Agency RMBS, to meet additional haircut or market valuation requirements.  The $24.5 million of cash and the $25.2 million in agency securities (which collectively, represents 58% of our financing arrangements, portfolio investments) are liquid and could be monetized to pay down or collateralize the liability immediately.”

5.

With regard to your repurchase agreements, please tell us whether you account for any of those agreements as sales for accounting purposes in your financial statements. If you do, we ask that you:

·

Quantify the amount of repurchase agreements qualifying for sales accounting at each quarterly balance sheet date for each of the past three years.

·

Quantify the average quarterly balance of repurchase agreements qualifying for sales accounting for each of the past three years.

·

Describe all the differences in transaction terms that result in certain of your repurchase agreements qualifying as sales versus collateralized financings.

·

Provide a detailed analysis supporting your use of sales accounting for your repurchase agreements.

·

Describe the business reasons for structuring the repurchase agreements as sales transactions versus collateralized financings.  To the extent the amounts accounted for as sales transactions have varied over the past three years, discuss the reasons for quarterly changes in the amounts qualifying for sales accounting.

4

·

Describe how your use of sales accounting for certain of your repurchase agreements impacts any ratios or metrics you use publicly, provide to analysts and credit rating agencies, disclose in your filings with the SEC, or provide to other regulatory agencies.

·

Tell us whether the repurchase agreements qualifying for sales accounting are concentrated with certain counterparties and/or concentrated within certain countries.  If you have any such concentrations, please discuss the reasons for them.

·

Tell us whether you have changed your original accounting on any repurchase agreements during the last three years. If you have, explain specifically how you determined the original accounting as either a sales transaction or as a collateralized financing transaction noting the specific facts and circumstances leading to this determination. Describe the factors, events or changes which resulted in your changing your accounting and describe how the change impacted your financial statements.

RESPONSE:  The Company advises the Staff that it does not account for any of its repurchase agreements as sales for accounting purposes in its financial statements.

6.

For those repurchase agreements you account for as collateralized financings, please quantify the average quarterly balance for each of the past three years and all quarterly periods during 2010. In addition, quantify the period end balance for each of those quarters and the maximum balance at any month-end. Explain the causes and business reasons for significant variances among these amounts. Please include this disclosure in your MD&A in future filings.

RESPONSE:  The Company advises the Staff that for those repurchase agreements that it accounts for as collateralized financings, it has quantified the average quarterly balance for each of the past three years and all quarterly periods during 2010.  In addition, the Company has quantified the period end balance for each of those quarters and the maximum balance at any month-end and explained the causes and business reasons for significant variances among these amounts.  Please refer to the following chart for this information.  The Company will include this disclosure in its MD&A in future filings.

5

Repurchase Agreements Average Balance Analysis

(Dollars in thousands)

Ending

Quarterly

Average

Maximum

Balance at

Any

Month-end

Comments

(Amounts are approximated)

  3/31/2007

$
434,894

$
714,474

$
785,485

Sold $169,000 in February

  2007; Sold $148,000 in

  March 2007

  6/30/2007

423,741

414,657

423,741

  9/30/2007

327,877

363,644

376,906

12/31/2007

315,714

321,327

323,584

  3/31/2008

431,648

535,015

971,570

Bought $731,000 January/

  February 2008; Sold

  $587,000 in March 2008

  6/30/2008

417,949

421,695

418,169

  9/30/2008

406,295

422,016

435,405

12/31/2008

402,329

401,816

411,913

  3/31/2009

276,182

388,188

367,515

Sold $152,000 in March 2009

  6/30/2009

188,151

224,805

204,087

  9/30/2009

194,745

205,032

201,151

12/31/2009

85,106

136,587

98,901

Sold $98,000 in October 2009

  3/31/2010

75,799

82,808

83,812

  6/30/2010

60,315

70,432

72,951

7.

In addition to the above, please tell us:

·

Whether you have any securities lending transactions that you account for as sales pursuant to the guidance in ASC 860-10. If you do, quantify the amount of these transactions at each quarterly balance sheet date for each of the past three years. Provide a detailed analysis supporting your decision to account for these securities lending transactions as sales.

·

Whether you have any other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets, similar to repurchase or securities lending transactions that you account for as sales pursuant to the guidance in ASC 860. If you do, describe the key terms and nature of these transactions and quantify the amount of the transactions at each quarterly balance sheet date for the past three years.

6

·

Whether you have offset financial assets and financial liabilities in the balance sheet where a right of setoff - the general principle for offsetting - does not exist. If you have offset financial assets and financial liabilities in the balance sheet where a right of setoff does not exist, please identify those circumstances, explain the basis for your presentation policy, and quantify the gross amount of the financial assets and financial liabilities that are offset in the balance sheet. For example, please tell us whether you have offset securities owned (long positions) with securities sold, but not yet purchased (short positions), along with any basis for your presentation policy and the related gross amounts that are offset.

RESPONSE:  The Company advises the Staff that it has no securities lending transactions that it accounts for as sales pursuant to the guidance in ASC 860-10.  The Company further advises the Staff that it does not have any transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets, similar to repurchase or securities lending transactions that it accounts for as sales pursuant to the guidance in ASC 860.  Finally, the Company advises the Staff that it has not offset financial assets and financial liabilities in the balance sheet where a right of setoff – the general principle for offsetting – does not exist.

8.

If you accounted for repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets as sales and did not provide disclosure of those transactions in your Management’s Discussion and Analysis, please advise us of the basis for your conclusion that disclosure was not necessary and describe the process you undertook to reach that conclusion. We refer you to paragraph (a)(1) of (a)(4) of Item 303 of Regulation S-K.

RESPONSE:  The Company advises the Staff that it has not accounted for repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets as sales.

Schedule 14-A

Our Board’s Role in Risk Oversight, page 16

9.

On page 17, we note that the compensation committee “does not believe that its compensation policies encourage excessive risk-taking ….”  It appears that the noted disclosure was provided in response to Item 402(s) of Regulation S-K. If it was determined that your compensation policies and practices are not reasonably likely to have a material adverse effect on you, please describe the process you undertook to reach the conclusion that disclosure is not necessary.

7

RESPONSE:  The Company advises the Staff that the compensation committee generally considers whether the Company’s compensation programs encourage excessive risk taking during its annual review of such programs, which typically occurs during the first quarter of each year.  As a general rule, in reviewing and setting the Company’s compensation programs annually, the compensation committee intends that the compensation programs established by it are designed in a manner to not encourage excessive risk-taking.  Thus, implicit in the compensation committee’s approval of our compensation programs is a determination that such programs do not encourage excessive risk-taking.  In reaching this determination, the compensation committee considers: (i) the amount of total compensation paid historically to its named executive officers, (ii) the amount of compensation budgeted for the current fiscal year, (iii) the structure of the Company’s current compensation policies and plans and the max

September 22, 2010
 Mr. Steven R. Mumma  New York Mortgage Trust, Inc. 52 Vanderbilt Avenue New York, NY 10017

Re: New York Mortgage Trust, Inc.
 Form 10-K for the year ended December 31, 2009
File No. 1-32216
 Dear Mr. Mumma:
 We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
             Form 10-K for the fiscal year ended December 31, 2009

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 42
Results of Operations – Comparison of Years Ended December 31, 2009, 2008 and 2007
Comparable Net Interest Income, page 58
1. Please refer to the table on page 59.  Please te ll us how you define each of the columns in
this table.  Please provide this disclosure in future filings and provide us with your
proposed disclosure.

Steven Mumma
New York Mortgage Trust, Inc. September 22, 2010
Page 2
Signatures, page 75

2. Please confirm if Steven Mumma also serves as your controller or principal accounting
officer.  In future filings, please identify the person that serves as your controller or principal accounting officer.  Please see Ge neral Instruction D to Form 10-K.
3. Mortgage Loans Held in Securitization Trusts, page F-18

3. Please tell us how loans that ar e determined not to be individually impaired are considered
in the assessment of an allowance under SAB 6L, subtopics 450-10 and 450-20 of the
FASB Accounting Standards Codification and paragraphs 310-10-35-35 and 310-10-35-
36 of the FASB Accounting Standards Codifi cation.  Additionally, explain to us how you
considered the referenced guidance in determ ining whether an allowance was required for
probable credit losses inherent in the remaini ng portion of your loan portfolio that was not
identified as individually impaired.
 5. Financing Arrangements, Port folio Investments, page F-22

4. Please enhance your disclosure regarding your ability to meet addi tional haircuts or
market valuation requirements and discuss th e relative ease and timing it would take to
convert amounts to cash to meet these needs.

5. With regard to your repurchase agreements, please tell us whether you account for any of
those agreements as sales for accounting purpos es in your financial statements. If you do,
we ask that you:

‚ Quantify the amount of repurchase agreements qualifying for sales accounting at each quarterly balance sheet date for each of the past three years.
‚ Quantify the average quarterly balance of repurchase agreements qualifying for sales
accounting for each of the past three years.
‚ Describe all
 the differences in transaction terms th at result in certain of your repurchase
agreements qualifying as sales versus collateralized financings.
‚ Provide a detailed analysis supporting your use of sales accounting for your repurchase
agreements.
‚ Describe the business reasons for structur ing the repurchase agreements as sales
transactions versus collatera lized financings.  To the extent the amounts accounted for
as sales transactions have varied over the past three y ears, discuss the reasons for
quarterly changes in the amount s qualifying for sales accounting.

‚ Describe how your use of sales accounting fo r certain of your repurchase agreements
impacts any ratios or metrics you use public ly, provide to analysts and credit rating
agencies, disclose in your filings with the SE C, or provide to othe r regulatory agencies.

Steven Mumma
New York Mortgage Trust, Inc. September 22, 2010
Page 3

‚ Tell us whether the repurchase agreem ents qualifying for sales accounting are
concentrated with certain counterparties and/ or concentrated within  certain countries.
If you have any such concentrations, please discuss the reasons for them.

‚ Tell us whether you have changed your  original accounting on any repurchase
agreements during the last three years.  If you have, explain specifically how you
determined the original accounting as either a sales transaction or as a collateralized financing transaction noting the specific f acts and circumstances leading to this
determination.  Describe the f actors, events or changes wh ich resulted in your changing
your accounting and describe how the change  impacted your financial statements.

6. For those repurchase agreements you account fo r as collateralized financings, please
quantify the average quarterly balance for each of the past three years and all quarterly
periods during 2010.  In addition, quantify th e period end balance for each of those
quarters and the maximum balance at any m onth-end.  Explain the causes and business
reasons for significant variances among these am ounts.  Please include this disclosure in
your MD&A in future filings.

7. In addition to the above, please tell us:
‚ Whether you have any securities lending tr ansactions that you account for as sales
pursuant to the guidance in ASC 860-10.  If you do, quantify the amount of these
transactions at each quarterl y balance sheet date for each of the past three years.
Provide a detailed analysis supporting your decision to account for these securities
lending transactions as sales.
‚ Whether you have any other transactions invol ving the transfer of financial assets with
an obligation to repurchase the transferred a ssets, similar to repurchase or securities
lending transactions that you account for as sa les pursuant to the guidance in ASC 860.
If you do, describe the key terms and nature  of these transactions and quantify the
amount of the transactions at each quarterly balan ce sheet date for the past three years.
‚ Whether you have offset financial assets a nd financial liabilities in the balance sheet
where a right of setoff – the general princi ple for offsetting – does not exist.  If you
have offset financial assets a nd financial liabilities in the balance sheet where a right of
setoff does not exist, please identify those circumstances, explain the basis for your
presentation policy, and quantify the gross am ount of the financial assets and financial
liabilities that are offset in the balance sheet.  For example, please tell us whether you have offset securities owned (long positions) wi th securities sold, but not yet purchased
(short positions), along with any basis for your  presentation policy and the related gross
amounts that are offset.

8. If you accounted for repurchase agreements, s ecurities lending transactions, or other
transactions involving the transf er of financial assets with an obligation to repurchase the

Steven Mumma
New York Mortgage Trust, Inc. September 22, 2010
Page 4
Schedule 14-A
 transferred assets as sales and did not provide  disclosure of those transactions in your
Management’s Discussion and Analysis, please advise us of the basis for your conclusion
that disclosure was not necessary and desc ribe the process you undertook to reach that
conclusion.  We refer you to paragraphs (a)( 1) and (a)(4) of Item  303 of Regulation S-K

Our Board’s Role in Risk Oversight, page 16
9. On page 17, we note that the compensati on committee “does not believe that its
compensation policies encourag e excessive risk-taking....”  It appears that the noted
disclosure was provided in response to It em 402(s) of Regulation S-K.  If it was
determined that your compensation policies a nd practices are not r easonably likely to
have a material adverse effect on you, please describe the process you undertook to reach
the conclusion that disclosu re is not necessary.
Proposal One: Election of  Directors, page 5
Nominees for Election as  Directors, page 5
10. We note your disclosure regardi ng your director nominees which states the qualifications
and skills of such individuals to serve as di rectors.  For each director nominee, briefly
discuss the specific experience, qualifications , attributes or skills that led to the
conclusion  that the person should serve as a director.  Please see Item 401(e)(1) of
Regulation S-K.  Please provide this disclosure in future filings and provide us with your
proposed disclosure.
Executive Compensation, page 25
Compensation Discussion and Analysis, page 25
Process for Setting Executive Compensation, page 26
11. You disclose that in determining co mpensation for a specific executive, the
Compensation Committee cons iders many factors, including the executive’s job
performance compared to goals and objectives established for the executive at the beginning of the year, the compensation levels of competitive jobs, and your financial performance and financial condition and certain  discretionary factors.  Please provide
additional disclosure for each of these items.  For example, please disclose the goals and objectives for each of your executives as well as their actual job performance compared to such goals and objectives.  Disclose the compensation levels of competitive jobs.  We
also note the disclosure on page 28 regardi ng your performance, but  please disclose in
greater detail your financial performan ce and financial condition and the specific
contributions of Messrs. Mumma and Reese to your financial performance and financial condition.  Please provide this disclosure in  future filings and provide us with your
proposed disclosure.

Steven Mumma
New York Mortgage Trust, Inc. September 22, 2010
Page 5

Executive Compensation Program Components, page 26

Annual Incentive Compensation, page 27

12. You disclose that you award di scretionary cash bonuses to the named executive officers
based on your financial a nd operating performance duri ng 2009 and such officers’
contributions to your performance.  Pleas e explain how your fi nancial and operating
performance during 2009 and the named execu tive officers’ contributions led to the
decision to award bonuses and the amount of such bonuses.  Please provide this
disclosure in future filings and provide us with your proposed disclosure.
  Long-Term Incentive Compensation, page 28

13. You disclose the size of the restricted stock awards were influenced  by your desire to
increase the executive’s ownership stake in you and with regard to  the total amount of
compensation to be earned by them.  Please also disclose how these amounts – 62,000 shares of restricted stock to Mr. Mumma (h aving a grant date fair value of $327,360) and
12,000 shares of restricted stock to Mr. Rees e (having a grant date fair value of $63,360)
– were decided upon.  Please provide this disclosu re in future filings and provide us with
your proposed disclosure.

We urge all who are responsible for the accura cy and adequacy of th e disclosure in the
filing to be certain that the filing includes th e information the Securities Exchange Act of
1934 and all applicable Exchange 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.
             In responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Howard Efron, Staff Accountant, at (202)  551-3439 or me at (202) 551-
3629 if you have questions regarding comments on the financial statements and related matters.

Steven Mumma
New York Mortgage Trust, Inc. September 22, 2010 Page 6
Please contact Phil Rothenberg, Staff Attorney, at (202) 551-3466 or Duc Dang, Staff Attorney
at (202) 551-3386 with regard to legal comments.
Sincerely,

Kevin Woody Branch Chief

CORRESP
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    nymt_corresp-120909.htm

    NEW YORK
MORTGAGE TRUST, INC.

    52
Vanderbilt Avenue, Suite 403

    New York,
New York  10017

    December
9, 2009

    VIA EDGAR AND
FACSIMILE

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

    Attention:  Mr.
Adam Turk

    New York Mortgage Trust,
Inc.

    Registration Statement on
Form S-3 (File No. 333-162654)

    Dear Mr.
Turk:

    Pursuant to Rule 461 under the
Securities Act of 1933, as amended, New York Mortgage Trust, Inc. (the
“Company”) hereby requests acceleration of effectiveness of the above-captioned
Registration Statement to 4:00 p.m. on December 11, 2009, or as soon thereafter
as practicable.

    The Company acknowledges the
following:

              ●

              should
      the Securities and Exchange Commission (the “Commission”) or the staff,
      acting pursuant to delegated authority, 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.

                    Very truly
    yours,

                    NEW
      YORK MORTGAGE TRUST, INC.

                      By:

                    /s/ Steven
      R. Mumma

                      Name:
      Steven R. Mumma

                    Title:
      Chief Executive Officer

CORRESP
1
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    nymt_corresp-120409.htm

                HUNTON
      & WILLIAMS LLP

                BANK
      OF AMERICA PLAZA

                600
      PEACHTREE STREET, NE

                ATLANTA,
      GEORGIA 30308-2216

                TEL           404
      • 888 • 4000

                FAX           404
      • 602 • 9039

                December
      7, 2009

                FILE
      NO: 64065.000026

      VIA
EDGAR

      Mr.
Thomas Kluck

      United
States Securities and Exchange Commission

      Division
of Corporation Finance

      100 F
Street, N.E.

      Washington,
D.C.  20549

                RE:

                New
      York Mortgage Trust, Inc.

      Pre-Effective Amendment No. 1 to
Registration Statement on Form S-3

      Filed on December 7, 2009

      Registration
No. 333-162654

      Dear Mr.
Kluck:

      As
counsel to New York Mortgage Trust, Inc., a Maryland corporation (the
“Company”), we are transmitting for filing pursuant to the Securities Act of
1933, as amended (the “Securities Act”), Pre-Effective Amendment No. 1
(“Amendment No. 1”) to the Company’s Registration Statement on Form S-3 (File
No. 333-162654) (the “Registration Statement”) and the Company’s responses
to the comments of the Staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission contained in your letter
dated November 20, 2009.

      For
convenience of reference, each Staff comment contained in your November 20, 2009
comment letter is reprinted below in italics, numbered to correspond with the
paragraph numbers assigned in your letter, and is followed by the corresponding
response of the Company.  Capitalized terms used and not otherwise
defined in this response letter that are defined in the Registration Statement
shall have the meanings set forth in the Registration Statement.

      General

                1.

                We note that on page 41 of
      your Registration Statement on Form S-3, you did not properly incorporate
      future filings prior to the effective date pursuant to Compliance and
      Disclosure Interpretations, Securities Act Forms, Question
      123.05.  Therefore, please file an amendment that specifically
      incorporates your Form 10-Q for the Fiscal Quarter Ended September 30,
      2009.

      RESPONSE:  The
Company has revised the disclosure on pages 41 and 42 of Amendment No. 1 in
response to the Staff’s comment.

          Mr.
Thomas Kluck

          December
7, 2009

          Page
2

                2.

                Please file updated consents
      as appropriate.

      RESPONSE: The Company has filed an
updated consent as Exhibit 23.1 to Amendment No. 1 in response to the Staff’s
comment.

      If you
have any questions or comments regarding the foregoing, or have additional
questions or comments, please contact the undersigned at (404)
888-4077.

      Very truly yours,

      /s/ Christopher C. Green

      Christopher C. Green

                cc:

                Steven
      R. Mumma

      Daniel M. LeBey

      Adam F. Turk

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
November 20, 2009
 Steven R. Mumma Chief Executive Officer New York Mortgage Trust, Inc. 52 Vanderbilt Avenue, Suite 403 New York, New York 10017
Re: New York Mortgage Trust, Inc.
 Registration Statement on Form S-3
Filed October 23, 2009
  File No. 333-162654

Dear Mr. Mumma:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. We note that on page 41 of your Regist ration Statement on Form S-3, you did not
properly incorporate future filings prio r to the effective date pursuant to
Compliance and Disclosure Interpretati ons, Securities Act Forms, Question
123.05.  Therefore, please file an amendmen t that specifically incorporates your
Form 10-Q for the Fiscal Quar ter Ended September 30, 2009.
 2. Please file updated consents as appropriate.

Steven R. Mumma
New York Mortgage Trust, Inc. November 20, 2009 Page 2

* * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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 our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:

• should the Commission or the staff, acti ng pursuant to delegated authority,
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 comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

Steven R. Mumma
New York Mortgage Trust, Inc. November 20, 2009 Page 3

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Adam F. Turk at (202) 551-3657 or me at (202) 551-3233 with any
questions.          S i n c e r e l y ,             T h o m a s  K l u c k          B r a n c h  C h i e f   cc: Daniel M. Lebey, Esq.  Christopher C. Green, Esq.  Hunton & Williams LLP  Via Facsimile:  (804) 788-8218

CORRESP
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    nymt_corresp-111009.htm

              HUNTON
      & WILLIAMS LLP

              BANK
      OF AMERICA PLAZA

              600
      PEACHTREE STREET, NE

              ATLANTA,
      GEORGIA 30308-2216

              TEL           404
      • 888 • 4000

              FAX           404
      • 602 • 9039

              November
      10, 2009

              FILE
      NO: 64065.000026

    VIA
EDGAR

    Mr.
Thomas Kluck

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
D.C.  20549

              RE:

              New
      York Mortgage Trust, Inc.

    Registration Statement on Form
S-3

    Filed on October 23, 2009

    Registration
No. 333-162654

    Dear Mr.
Kluck:

    As
counsel to New York Mortgage Trust, Inc., a Maryland corporation (the
“Company”), we are transmitting for filing the Company’s responses to the
comments of the Staff of the Division of Corporation Finance (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) contained in your
letter dated November 6, 2009 in connection with the Company’s filing on October
23, 2009 of a registration statement on Form S-3 (Registration
No. 333-162654) under the Securities Act of 1933, as amended (the
“Registration Statement”).

    For
convenience of reference, each Staff comment contained in your November 6, 2009
comment letter is reprinted below in italics, numbered to correspond with the
paragraph numbers assigned in your letter, and is followed by the corresponding
response of the Company.  Capitalized terms used and not otherwise
defined in this response letter that are defined in the Registration Statement
shall have the meanings set forth in the Registration Statement.

    Summary, page
1

              1.

              You do not appear to meet
      General Instruction I.B.1. of the eligibility requirements for Form S-3
      because the aggregate market value of the voting and non-voting common
      equity held by your non-affiliates is not $75 million or more. Please
      advise us whether you plan to rely on General Instruction I.B.6., or in
      the alternative, choose an appropriate form for your registration
      statement.

    RESPONSE:  The
Company acknowledges that the aggregate market value of its voting and
non-voting common equity held by non-affiliates is less than $75 million and
hereby advises the Staff that it is relying on General Instruction I.B.6 of the
eligibility requirements for use of Form S-3.

        Mr.
Thomas Kluck

        November
10, 2009

        Page
2

              2.

              It appears that you have a
      pending Form S-3, filed with us on June 18,
      2008, with outstanding comments. Please advise us whether you will be
      responding to the outstanding comments, or in the alternative, withdraw
      this registration statement

    RESPONSE: The Company advises the
Staff that it filed a request for withdrawal with the Commission on November 10,
2009 requesting that the Commission consent to the withdrawal of the Company’s
registration statement on Form S-3 (Registration No. 333-151770) filed on
June 18, 2008.

    If you
have any questions or comments regarding the foregoing, or have additional
questions or comments, please contact the undersigned at (404)
888-4077.

    Very truly yours,

    /s/ Christopher C. Green

    Christopher C. Green

              cc:

              Steven
      R. Mumma

    Daniel M. LeBey

    Adam F. Turk

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
November 6, 2009

Steven R. Mumma Chief Executive Officer New York Mortgage Trust, Inc. 52 Vanderbilt Avenue, Suite 403 New York, New York 10017
Re: New York Mortgage Trust, Inc.  Registration Statement on Form S-3
Filed October 23, 2009
  File No. 333-162654
 Dear Mr. Mumma:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. You do not appear to meet General In struction I.B.1. of  the eligibility
requirements for Form S-3 because the a ggregate market value of the voting and
non-voting common equity held by your non-a ffiliates is not $75 million or more.
Please advise us whether you plan to rely on General Instruction I.B.6., or in the alternative, choose an a ppropriate form for your registration statement.

Steven R. Mumma
New York Mortgage Trust, Inc.
November 6, 2009 Page 2

2. It appears that you have a pending Form S-3, filed with us on June 18, 2008, with
outstanding comments.  Please advise us whether you will be responding to the
outstanding comments, or in the alternative, withdraw this regist ration statement.

* * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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 our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, 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 comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

Steven R. Mumma
New York Mortgage Trust, Inc. November 6, 2009 Page 3

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.
 Please contact Adam F. Turk at (202) 551-3657 or me at (202) 551-3233 with any
questions.          S i n c e r e l y ,             T h o m a s  K l u c k          B r a n c h  C h i e f
cc: Daniel M. Lebey, Esq.
 Christopher C. Green, Esq.  Hunton & Williams LLP  Via Facsimile:  (804) 788-8218

Mail Stop 4561

October 17, 2007

Mr. Steven R. Mumma
Chief Financial Officer
New York Mortgage Trust, Inc.
1301 Avenue of the Americas
New York, NY  10019

Re: New York Mortgage Trust, Inc.
Form 10-K for the fiscal year ended December 31, 2006
File No. 1-32216

Dear Mr. Mumma:

We have completed our review of the above  referenced filing and have no further
comments at this time.

       S i n c e r e l y ,

Kevin Woody
Branch Chief

CORRESP
1
filename1.htm

    October
      16, 2007

    VIA
      EDGAR

    Mr.
      Kevin
      Woody

    Branch
      Chief

    United
      States Securities and Exchange Commission

    Division
      of Corporate Finance

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

            RE:

              New
                York Mortgage Trust, Inc.

    Form
      10-K
      for the fiscal year ended December 31, 2006

    File
      No.
      001-32216

    Dear
      Mr.
      Woody:

    This
      letter is in response to the additional comments of the staff (the “Staff”) of
      the Division of Corporation Finance of the Securities and Exchange Commission
      (the “Commission”) made in your letter dated October 16, 2007 with respect to
      the Annual Report on Form 10-K for the year ended December 31, 2006 of New
      York
      Mortgage Trust, Inc. (the “Company”).

    For
      convenience of reference, each Staff comment contained in your letter is
      reprinted below in italics, numbered to correspond with the paragraph numbers
      assigned in your October 16, 2007 comment letter, and is followed by the
      corresponding response of the Company.

    Form
      10-K for the fiscal year ended December 31, 2006

    Financial
      Statements

    Investment
      Securities Available for Sale, page F-15

          Mr.
            Kevin
            Woody

          Securities
            and Exchange Commission

          October
            16, 2007

          Page
            2

    1. We
      note your response to prior comment 4 and your indication that the $23.9 million
      of NYMT Retained Securities as of December 31, 2006 was comprised of $21.9
      million of securities rated BBB or higher and $2.0 million of non-investment
      grade securities. Please help us better understand the quality of the dealer
      quotes which you utilize for the purposes of valuing your securities. In your
      response, please tell us for both the investment grade portion and for the
      non-investment grade portion of your securities whether the dealer quotes you
      obtain represent unadjusted price quotes for identical securities in active
      markets and to what degree such dealer quotes were available to price your
      NYMT
      Retained Securities as of December 31, 2006. If such “high quality” dealer
      quotes were not available to price a portion of your NYMT Retained Securities,
      please quantify/segregate that portion of your securities for us and describe
      the quality of the quotes which were used in such circumstances and how you
      generally utilize such quotes to make valuations on your securities. For
      instance, tell us if you are using dealer quotes on similar assets, whether
      or
      not these quotes are based on active markets and whether the quotes are
      current.

    RESPONSE:

    In
      response to the Staff’s question above, the Company hereby clarifies that all
      securities held in its Investment Securities
      Available for Sale investment portfolio, including both investment grade and
      non-investment grade securities, are based on unadjusted price quotes for
      similar securities in active markets. These quotes were readily available and
      were obtained from dealers actively making markets in similar typed securities.
      In no case did the Company rely on pricing models to establish valuation for
      financial reporting purposes.

    General

    2. We
      note your response to prior comment 5. In future filings, please include the
      reconciliation of the carrying amount of mortgage loans described in footnote
      6
      to Schedule IV - Mortgage Loans on Real Estate.

    RESPONSE:

    In
      all
      future periodic filings with the SEC, starting with the Quarterly Report on
      Form
      10-Q for the period ending September 30, 2007, the Company will include
      reconciliation of the carrying amount of mortgage loans described in footnote
      6
      to Schedule IV - Mortgage Loans on Real Estate Schedule IV.

    In
      connection with its response to your comments set forth above, the Company
      acknowledges that:

    (1)
      the
      Company is responsible for the adequacy and accuracy of the disclosure in its
      filings;

    (2)
      staff
      comments or changes to disclosure in response to staff comments do not foreclose
      the Commission from taking any action with respect to the filing;
      and

          Mr.
            Kevin
            Woody

          Securities
            and Exchange Commission

          October
            16, 2007

          Page
            3

    (3)
      the
      Company may not assert staff comments as a defense in any proceeding initiated
      by the Commission or any person under the federal securities laws of the United
      States.

    If
      you
      have any questions or comments regarding the foregoing, or have additional
      questions or comments, please contact the undersigned at
      212-634-2411.

    Very
      truly yours,

    /s/
      Steven R. Mumma

    Steven
      R.
      Mumma

    Co-Chief
      Executive Officer and

    Chief
      Financial Officer

            cc:

              Mr.
                Howard Efron

    Mr.
      Mark
      Rakip

    Mr.
      David
      A. Akre

    Mr.
      A.
      Bradley Howe

Mail Stop 4561

October 16, 2007

Mr. Steven R. Mumma
President, Co-Chief Executive Officer and Chief Financial Officer
New York Mortgage Trust, Inc.
1301 Avenue of the Americas
New York, NY  10019

Re: New York Mortgage Trust, Inc.
Form 10-K for the fiscal year ended December 31, 2006
File No. 001-32216

Dear Mr. Mumma:

We have reviewed your response letter  dated September 21, 2007 and have the
following additional comments.  If you disagr ee with our comments, we will consider
your explanation as to why our comments are not applicable.  Pleas e be as detailed as
necessary in your explanation.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the fiscal year ended December 31, 2006

Financial Statements

Investment Securities Available for Sale, page F-15

1. We note your response to prior comment 4 and your indication that the $23.9
million of NYMT Retained Securities as  of December 31, 2006 was comprised of
$21.9 million of securities rated BBB or higher and $2.0 million of non-investment grade securities.  Please help us to better understand the quality of the

Mr. Steven Mumma
New York Mortgage Trust, Inc.
October 16, 2007 Page 2
dealer quotes which you utilize for purposes  of valuing your securities.  In your
response, please tell us for both the i nvestment grade portion and for the non-
investment grade portion of your securitie s whether the dealer quotes you obtain
represent unadjusted price quotes for identical securitie s in active markets and to
what degree such dealer quotes were available to price your NYMT Retained
Securities as of December 31, 2006.  If such “high quality ” dealer quotes were not
available to price a portion of your  NYMT Retained Securities, please
quantify/segregate that portion of your secu rities for us and desc ribe the quality of
the quotes which were used in such ci rcumstances and how you generally utilize
such quotes to make valuations on your s ecurities.  For instance, tell us if you are
using dealer quotes on similar assets, wh ether or not these quotes are based on
active markets and whether the quotes are current.

General

2. We note your response to prior comment 5.  In future filings, please include the reconciliation of the carrying amount of mortgage loans de scribed in footnote 6 to
Schedule IV –  Mortgage Loans on Real Estate .

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please submit a response letter on EDGAR
that keys your response to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewin g your response to our comments.

 You may contact Howard Efron, Sta ff Accountant, at (202) 551-3439 or the
undersigned at (202) 551-3629 if you have questions regarding the comments on the
financial statements and related matters.

       S i n c e r e l y ,

Kevin Woody
Branch Chief

CORRESP
1
filename1.htm

    September
      21, 2007

    VIA
      EDGAR

    Mr.
      Kevin
      Woody

    Branch
      Chief

    United
      States Securities and Exchange Commission

    Division
      of Corporate Finance

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

              RE:

                New
                  York Mortgage Trust, Inc.

              Form 10-K for the fiscal year ended
                December
                31, 2006

              File No.
                001-32216

    Dear
      Mr.
      Woody:

    This
      letter is in response to the comments of the staff (the “Staff”) of the Division
      of Corporation Finance of the Securities and Exchange Commission (the
“Commission”) made in your letter dated July 26, 2007 with respect to the Annual
      Report on Form 10-K for the year ended December 31, 2006 of New York Mortgage
      Trust, Inc. (the “Company”).

    For
      convenience of reference, each Staff comment contained in your letter is
      reprinted below in italics, numbered to correspond with the paragraph numbers
      assigned in your July 26, 2007 comment letter, and is followed by the
      corresponding response of the Company.

    Form
      10-K for the fiscal year ended December 31, 2006

    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations

    Significance
      of Estimates and Critical Accounting Policies

    Loan
      Loss Reserves on Mortgage Loans, page 34

      Mr.
        Kevin
        Woody

      Securities
        and Exchange Commission

      September
        21, 2007

      Page
        2

    1.    We
      note from your disclosure on page 33 that you repurchased a total of $28.9
      million of mortgage loans in 2006, that sub-prime and Alternative-A loans
      comprised approximately 10% and 26% of your 2006 originations, respectively.
      Additionally, we have noted disclosure, in your Form 8-K filed on April 3,
      2007,
      that repurchases in February and March of 2007 led to an increase in your 2006
      loan loss reserves by an additional $782,000. In light of unfavorable market
      conditions, recent downgrades of mortgage backed securities by credit agencies,
      and the likelihood that climbing interests rates will lead to higher default
      rates as ARM and Hybrid ARM reset, please tell us how these negative trends
      and
      the industry downturn has impacted your impairment analyses and include
      discussion of specific assumptions that have changed in connection with
      performing these analyses. In your response, please address both loan
      repurchases as well as loans held for the purpose of generating net interest
      income. Finally, please tell us the amount of loans, if any, that you have
      been
      required to repurchase related to your origination business subsequent to your
      most recent periodic filing.

    RESPONSE:

    The
      Company notes the Staff’s comment and directs the Staff to the following
      disclosures, each as set forth in the Company’s quarterly report on Form 10-Q
      for the period ended June 30, 2007:

    Note
      1 to
      the Consolidated Financial Statements (page 8):

    “Loan
      Loss Reserves on Mortgage Loans Held in Securitization Trusts--
      We establish a reserve for loan losses based on management's judgment and
      estimate of credit losses inherent in our portfolio of mortgage loans held
      in
      securitization trusts.

    Estimation
      involves the consideration of various credit-related factors including but
      not
      limited to, macro-economic conditions, the current housing market conditions,
      loan-to-value ratios, delinquency status, historical credit loss severity rates,
      purchased mortgage insurance, the borrower's credit and other factors deemed
      to
      warrant consideration. Additionally, we look at the balance of any delinquent
      loan and compare that to the value of the property. If there is a doubt as
      to
      the objectivity of the original property value assessment, or if the loan is
      seasoned or in an area deemed to be declining in value, we utilize various
      internet based property data services to look at comparable properties in the
      same area or consult with a realtor in the property's area.

    Comparing
      the current loan balance to the property value determines the current
      loan-to-value (“LTV”) ratio of the loan. Generally, we estimate that a first
      lien loan on a property that goes into a foreclosure process and becomes real
      estate owned (“REO”), results in the property being disposed of at approximately
      68% of the property's original value. This estimate is based on management's
      long term experience in similar market conditions. It is possible however that
      given today's deteriorating market conditions, we may realize less than that
      return in certain cases. Thus, for a first lien loan that is delinquent, we
      will
      adjust the property value down to approximately 68% of the original property
      value and compare that to the current balance of the loan. The difference,
      plus
      an estimate of past interest due, determines the base reserve taken for that
      loan. This base reserve for a particular loan may be adjusted if we are aware
      of
      specific circumstances that may affect the outcome of the loss mitigation
      process for that loan. Predominately, however, we use the base reserve number
      for our reserve.

      Mr.
        Kevin
        Woody

      Securities
        and Exchange Commission

      September
        21, 2007

      Page
        3

    At
      June 30, 2007, we had a loan loss reserve of $0.9 million on mortgage loans
      held
      in securitization trusts.”

    Management’s
      Discussion and Analysis of Financial Condition and Results of Operations
(Page
      44):

    “Loan
      Loss Reserves on Mortgage Loans--
      We evaluate a reserve for loan losses based on management's judgment and
      estimate of credit losses inherent in our portfolio of mortgage loans held
      for
      sale and mortgage loans held in securitization trusts.

    Estimation
      involves the consideration of various credit-related factors including but
      not
      limited to, the current housing market conditions, loan-to-value ratios,
      delinquency status, historical credit loss severity rates, purchased mortgage
      insurance, the borrower's credit and other factors deemed to warrant
      consideration. Additionally, we look at the balance of any delinquent loan
      and
      compare that to the value of the property. As many of the loans involved in
      current reserve process were funded in the past six to twelve months, we
      typically rely on the original appraised value of the property, unless there
      is
      evidence that the original appraisal should not be relied upon. If there is
      a
      doubt to the objectivity of the original property value assessment, we either
      utilize various internet based property data services to look at comparable
      properties in the same area, or consult with a realtor in the property's
      area.

    Comparing
      the current loan balance to the original property value determines the current
      loan-to-value (“LTV”) ratio of the loan. Generally we estimate that a first lien
      loan on a property that goes into a foreclosure process and becomes real estate
      owned (“REO”), results in the property being disposed of at approximately 68% of
      the property's original value. This estimate is based on management's long
      term
      experience in similar market conditions. Thus, for a first lien loan that is
      delinquent, we will adjust the property value down to approximately 68% of
      the
      original property value and compare that to the current balance of the loan.
      The
      difference, plus an estimate of past interest due, determines the base reserve
      taken for that loan. This base reserve for a particular loan may be adjusted
      if
      we are aware of specific circumstances that may affect the outcome of the loss
      mitigation process for that loan. Predominately, however, we use the base
      reserve number for our reserve.

    Reserves
      for second liens are larger than that for first liens as second liens are in
      a
      junior position and only receive proceeds after the claims of the first lien
      holder are satisfied. As with first liens, we may occasionally alter the base
      reserve calculation but that is in a minority of the cases and only if we are
      aware of specific circumstances that pertain to that specific loan.”

    Mr.
      Kevin
      Woody
      Securities
        and Exchange Commission

      September
        21, 2007

      Page
        4

    Since
      the Company reported its second quarter 2007 operating results, it has continued
      to negotiate settlements pertaining to loan repurchase requests for loans
      originated by its discontinued mortgage lending business. As of September 5,
      2007, the Company has settled approximately 77% of all repurchase requests
      that
      were outstanding as of August 6, 2007, the date on which second quarter 2007
      operating results were reported. Since the Company’s most recent
      periodic
      filing, the Company has received one new loan repurchase request for a single
      loan with an original principal balance of $178,000.

    Financial
      Statements

    Consolidated
      Statements of Cash Flows, page F-7

    2.    We
      note that dividends paid have exceeded net cash provided by (used in) operating
      activities during two of the three periods provided in your consolidated
      statements of cash flows. Please discuss the source(s) of these excess
      distributions, within the Liquidity and Capital Resources section of your
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations, as dividends in excess of net cash provided by operating activities
      raise concerns about the sustainability of dividend distributions into the
      future.

    RESPONSE:

    The
      Company notes the Staff’s comment and advises the Staff that it will in the
      future discuss the source(s) of excess distributions, if any, in its periodic
      filings with the Commission. The Company has funded excess distributions in
      the
      past with from working capital. In addition, the Company directs the Staff
      to
      the following disclosures, each as set forth in the Company’s quarterly report
      on Form 10-Q for the period ended June 30, 2007:

    Management’s
      Discussion and Analysis of Financial Condition and Results of Operations -
      Liquidity and Capital Resources (Page 60):

    “Liquidity
      is a measure of our ability to meet potential cash requirements, including
      ongoing commitments to repay borrowings, fund and maintain investments, pay
      dividends to our stockholders and other general business needs. We recognize
      the
      need to have funds available for our operating businesses and our investment
      portfolio. We plan to meet liquidity through normal operations with the goal
      of
      avoiding unplanned sales of assets or emergency borrowing of funds…

     …On
      July 3, 2007, the Company's board of directors elected to omit a dividend for
      the 2007 second quarter. The board of director's decision reflected the
      Company's focus on elimination of operating losses through the sale of the
      mortgage lending businesses with a view to conserving capital to build future
      earnings from our portfolio management operations. The Company's board of
      directors will continue to evaluate the Company's dividend policy each
      quarter and will make adjustments as necessary, based on a variety of factors,
      including, among other things, the Company's financial condition, liquidity,
      earnings projections and business prospects. Our dividend policy does not
      constitute an obligation to pay dividends, which only occurs when the board
      of
      directors declares a dividend. Including this omitted dividend, during the
      six
      months ended June 30, 2007, we distributed approximately $1.8 million in common
      stock dividends….”

    Mr.
      Kevin
      Woody
      Securities
        and Exchange Commission

      September
        21, 2007

      Page
        5

    Part
      II,
      Item 1A - Risk Factors (page 71):

    “We
      have not established a minimum dividend payment level for our common
      stockholders and there are no assurances of our ability to pay dividends to
      them
      in the future.

    We
      intend to pay quarterly dividends and to make distributions to our common
      stockholders in amounts such that all or substantially all of our taxable income
      in each year, subject to certain adjustments, is distributed. This, along with
      other factors, should enable us to qualify for the tax benefits accorded to
      a
      REIT under the Code. We have not established a minimum dividend payment level
      for our common stockholders and our ability to pay dividends may be harmed
      by
      the risk factors described in this annual report on Form 10-K. On July 3, 2007,
      our board of directors elected to omit declaring and paying a dividend to common
      stockholders for the 2007 second quarter.  The board of directors' decision
      reflected the company's focus on elimination of operating losses through
      the sole of our mortgage lending business with a view to conserving capital
      to
      build future earnings from our portfolio management operations.  All
      distributions to our common stockholders will be made at the discretion of
      our
      board of directors and will depend on our earnings, our financial condition,
      maintenance of our REIT status and such other factors as our board of directors
      may deem relevant from time to time. There are no assurances of our ability
      to
      pay dividends in the future.”

    Summary
      of Significant Accounting Policies

    Mortgage
      Loans Held in Securitization Trusts, page F-10

    3.    We
      note from your disclosure that your fourth securitization in March 2006 (unlike
      the first three that were treated as financings) was treated as a sale for
      accounting purposes. Please tell us how you met all of the criteria in paragraph
      9 of SFAS 140 in order to qualify for sales treatment. Additionally, please
      provide the disclosures required by paragraph 17h of SFAS 140, including
      disclosure of the gain or loss from the sale of assets in
      securitizations.

    RESPONSE:

      Paragraph
        9 of SFAS 140 provides that:

      A
        transfer of financial assets (or all or a portion of a financial asset) in
        which
        the transferor surrenders control over those financial assets shall be accounted
        for as a sale to the extent that consideration other than beneficial
        interests in
        the
        transferred assets is received in exchange. The transferor has surrendered
        control over transferred assets if and only if all
        of the following conditions are
        met:

              a.

                The
                  transferred assets have been isolated from the transferor—put
                  presumptively beyond the reach of the transferor and its creditors,
                  even
                  in bankruptcy or other
                  receivership.

              b.

                Each
                  transferee (or, if the tra

Mail Stop 4561

July 26, 2007

Mr. Steven R. Mumma
President, Co-Chief Executive Officer and Chief Financial Officer
New York Mortgage Trust, Inc.
1301 Avenue of the Americas
New York, NY  10019

Re: New York Mortgage Trust, Inc.
Form 10-K for the fiscal year ended December 31, 2006
File No. 001-32216

Dear Mr. Mumma:

We have reviewed your filing and have the following comments.  We have
limited our review to only  your financial statements and related disclosures and do not
intend to expand our review to  other portions of your documents. Where indicated, we
think you should revise your document in response  to these comments in future filings.  If
you disagree with a comment, we will consider your explanation as to why our comment
is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Mumma
New York Mortgage Trust, Inc.
July 26, 2007 Page 2
Form 10-K for the fiscal year ended December 31, 2006

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Significance of Estimates and Critical Accounting Policies

Loan Loss Reserves on Mortgage Loans, page 34
1. We note from your disclosure on page 33 that you repurchased a total of $28.9 million of mortgage loans in 2006, that  sub-prime and Alternative-A loans
comprised approximately 10% and 26% of  your 2006 originations, respectively.
Additionally, we have noted disclosure , in your Form 8-K filed on April 3, 2007,
that repurchases in February and Marc h of 2007 led to an increase in your 2006
loan loss reserves by an additional $782,000.  In light of unfavorable market
conditions, recent downgrades of mortgage backed securities by credit agencies,
and the likelihood that climbing interests rate s will lead to higher default rates as
ARM and Hybrid ARM reset, please tell us how these negative trends and the
industry downturn has impacted your impa irment analyses and include discussion
of specific assumptions that have cha nged in connection with performing these
analyses.  In your response , please address both loan re purchases as well as loans
held for the purpose of generating net interest income.  Finally, please tell us the amount of loans, if any, that you have been  required to repurc hase related to your
origination business subsequent to  your most recent periodic filing.

Financial Statements

Consolidated Statements of Cash Flows, page F-7
2. We note that dividends paid have ex ceeded net cash pr ovided by (used in)
operating activities during two of the three periods provided in your consolidated
statements of cash flows.  Please discuss the source(s) of these excess distributions, within the Liquidity and Capital Resources  section of your
Management’s Discussion and Analysis of  Financial Condition and Results of
Operations , as dividends in excess of net cas h provided by operating activities
raise concerns about the sust ainability of dividend distri butions into the future.

1.  Summary of Significant Accounting Policies

Mortgage Loans Held in Securitization Trusts, page F-10
3. We note from your disclosure that your fourth securitiza tion in March 2006
(unlike the first three that were treated as financings) was treated as a sale for
accounting purposes.  Please tell us how you met all of the crite ria in paragraph 9
of SFAS 140 in order to qualif y for sales treatment.  A dditionally, please provide

Mr. Mumma
New York Mortgage Trust, Inc.
July 26, 2007 Page 3
the disclosures required by paragraph 17h of SFAS 140, including disclosure of
the gain or loss from the sale of assets in securitizations.

2.  Investment Securities Available For Sale, page F-15
4. We note that you have accounted for the retained interests from your
securitization transactions within Investment Securities Available For Sale .  Your
disclosure on page F-15 indicates that you determined the carrying value for the $23.9 million in retained interests by obtaining dealer quotes.  Given the nature of
the retained interests, plea se give us a detailed un derstanding of how you have
reached the determination that such secu rities have not been impaired under the
guidance in SFAS 115 and in light of r ecent in events in the market, which
include significant pricing pressure on lesser quality secu rities as well as
illiquidity.

General
5. Please provide Schedule IV –  Mortgage Loans on Real Estate as prescribed by
Rule 12-29 of Regulation S-X.

Exhibit 31.1 and 31.2
6. We noted that you have made certain m odifications to the exact form of the
required certifications incl uding the deletion of the la nguage “(the registrant’s
fourth fiscal quarter in the case of an  annual report)” in paragraph 4(d) and
changing the phrase “other certifying office r(s)” to “other certifying officers” in
paragraphs 4 and 5.  Please discontinue th e use of modifications in future filings
as certifications required under Excha nge Act Rules 13a-14(a) and 15d-14(a)
must be in the exact form set forth in  Item 601(b)(31) of Regulation S-K.

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please submit a response letter on EDGAR that keys your responses to our comment s and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewin g your responses to our comments.

 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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision.  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.

Mr. Mumma
New York Mortgage Trust, Inc.
July 26, 2007 Page 4
 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Howard Efron, Staff Accountant, at  (202) 551-3439 or me at
(202) 551-3629 if you have questions regard ing comments on the financial statements
and related matters.

       S i n c e r e l y ,

Kevin Woody
Branch Chief