SecProbe.io

<DOCUMENT>
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<TEXT>
 August 22, 2025

Blake N. Johnson
Chief Financial Officer
Granite Point Mortgage Trust Inc.
3 Bryant Park, Suite 2400A
New York, NY 10036

 Re: Granite Point Mortgage Trust Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-38124
Dear Blake N. Johnson:

 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
</TEXT>
</DOCUMENT>

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 August 19, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Eric McPhee and Wilson Lee

 Re: Granite Point Mortgage Trust Inc.

 Form 10-K for the Fiscal Year Ended December 31,
2024

 File No. 001-38124

 Dear Mr. McPhee and Mr. Lee:

 On behalf of Granite Point Mortgage Trust Inc.
(the "Company"), this letter is submitted in response to the letter received by the Company from the Division of Corporate
Finance (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission"), dated August 8,
2025, concerning the Company's Form 10-K for the fiscal year ended December 31, 2024 (the "2024 10-K"). We
have set forth in boldface type the text of the Staff's comments in the aforementioned comment letter, followed by the Company's
responses in plain text.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Notes to the Consolidated Financial Statements

 Note 3. Loans Held-for-Investment, Net of Allowance for Credit
Losses, page 73

 1. We note your disclosure disaggregating your loan portfolio by property type, geography, risk rating and vintage. Please tell us
what consideration you have given to providing additional disclosure disaggregated by other relevant characteristics material to an investor's
understanding of your loan portfolio (e.g., current weighted average loan-to-value ratios, occupancy rates, etc.).

 Response:

 The Company respectfully acknowledges the Staff's
comment about what consideration we have given to providing additional disclosure disaggregated by other relevant characteristics material
to an investor's understating of our loan portfolio (e.g., current weighted average loan-to-value ratios, occupancy rates, etc.).
By way of background, the Company operates as a commercial real estate finance company that focuses primarily on directly originating,
investing in, and managing senior floating-rate commercial mortgage loans and other debt and debt-like commercial real estate investments.
The Company focuses on originating and managing "transitional" commercial real estate loans, which are typically intermediate-term,
primarily floating-rate, loans provided for properties that are undergoing a transition or improvement phase, such as a lease-up, renovation,
repositioning or repurposing. These properties are typically not yet stabilized, meaning they have not yet reached their full occupancy
or income potential.

 As noted in the Staff's comment, in Note
3. Loans Held-for-Investment, Net of Allowance for Credit Losses of the 2024 10-K, the Company provides disclosures disaggregating the
Company's portfolio of transitional loans by a significant number of characteristics, such as property type, geography, risk rating
and vintage, which are credit quality indicators management uses to monitor the loan portfolio. The Company believes that its current
disclosures provide investors with information about material attributes of its transitional loan portfolio, including expected losses
and risk ratings, in concise language and informative tables that are understandable and relevant to investment decisions.

 The Company has considered providing disclosures
disaggregated by other characteristics, such as current weighted average loan-to-value ratios and occupancy rates, but does not believe
it is appropriate to do so at this time primarily because the importance of these metrics varies significantly from loan-to-loan and therefore,
when disaggregated, these metrics are not well suited to assessing the transitional loans in the Company's portfolio as a whole.
Unlike with a stabilized loan, with a transitional loan, metrics such as the loan's current loan-to-value and the underlying property's
occupancy rate are often in flux, and changes in those values are not necessarily indicative of the loan's performance or credit
quality. For instance, it is not uncommon for a transitional loan to be secured by a commercial property that is initially well-leased
but at below-market rents and for the property owner's business plan to contemplate removing the existing tenants and investing
in capital improvements before eventually re-leasing the property at market-level rents. For such a loan, the current loan-to-value ratio
and the occupancy rate will naturally be depressed at various points in the property owner's implementation of its business plan,
and not necessarily a sign of poor performance, expected loss or credit quality. Accordingly, the Company believes that such additional
metrics are not as meaningful to an investor's assessment of its portfolio of transitional commercial real estate loans as the information
currently disclosed on a disaggregated basis and may even be misleading to investors if disclosed on a stand-alone basis.

 Because these metrics vary in importance from loan
to loan, they are better suited in other analyses of the Company, such as its determination of allowance for credit losses and risk ratings
processes (as described in Note 2. Basis of Presentation and Significant Accounting Policies and Note 3. Loans Held-for-Investment, Net
of Allowance for Credit Losses of the 2024 10-K), where they are considered along with other loan specific factors, with varying significance
of each factor depending on the respective loan, in understanding the Company's transitional loan portfolio. The Company believes
that information about both the allowance for credit losses and risk ratings, along with its other disclosures, is more relevant to an
investor's understanding of its portfolio of transitional loans and provides more useful insight as to the performance, expected
loss and credit quality of the loan portfolio than additional disaggregated metrics, such as current loan-to-value and occupancy, would
provide. The Company believes its disclosures provide information that enables users of its financial statements to understand how management
monitors the credit quality of its transitional loan portfolio.

 While the Company believes that it is currently
providing investors with complete and relevant information about characteristics that are material to an understanding of its loan portfolio,
given the transitional nature of the loan portfolio, it will continue to analyze loan characteristics and adjust disclosures in the future
if appropriate. Should you have any further comments, please direct them to the Company's Chief Financial Officer, Blake Johnson,
via telephone at (212) 362-5500.

 Sincerely,

 /s/ Blake N. Johnson

 Vice President, Chief Financial Officer
 and Treasurer

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<TEXT>
 August 8, 2025

Blake N. Johnson
Chief Financial Officer
Granite Point Mortgage Trust Inc.
3 Bryant Park, Suite 2400A
New York, NY 10036

 Re: Granite Point Mortgage Trust Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-38124
Dear Blake N. Johnson:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Notes to the Consolidated Financial Statements
Note 3. Loans Held-for-Investment, Net of Allowance for Credit Losses, page 73

1. We note your disclosure disaggregating your loan portfolio by property
type,
 geography, risk rating and vintage. Please tell us what consideration
you have given to
 providing additional disclosure disaggregated by other relevant
characteristics
 material to an investor s understanding of your loan portfolio (e.g.,
current weighted
 average loan-to-value ratios, occupancy rates, etc.).
 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.

 Please contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468
with any
questions.
 August 8, 2025
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Real Estate & Construction
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Granite Point Mortgage Trust Inc.

3 Bryant Park, Suite 2400A

New York, New York 10036

August 19, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

Attn: Benjamin Holt

 Re: Granite Point Mortgage Trust Inc.

Registration Statement on Form S-3
(File No. 333-281444)

Request for Acceleration of Effective
Date

Ladies and Gentlemen:

We refer to the registration statement on Form S-3
(File No. 333-281444) (the “Registration Statement”) of Granite Point Mortgage Trust Inc. (the “Company”).

In accordance with Rules 460 and 461 under the
Securities Act of 1933, as amended, the Company hereby respectfully requests that the effectiveness of the Registration Statement be accelerated
so that it may become effective at 4:30 P.M. (Eastern time) on Wednesday, August 21, 2024, or at such later time as the Company
or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission.

Please call Michael J. Zeidel of Skadden, Arps, Slate,
Meagher & Flom LLP, at (212) 735-3259, to confirm the effectiveness of the Registration Statement.

Securities and Exchange Commission

August 19, 2024

Page 2

    Very truly yours,

    Granite Point Mortgage Trust Inc.

    By:
    /s/ Marcin Urbaszek

    Name:
    Marcin Urbaszek

    Title:
    Chief Financial Officer

cc: Joseph A. Coco, Skadden, Arps, Slate, Meagher & Flom
LLP

Michael J. Zeidel, Skadden, Arps, Slate, Meagher &
Flom LLP

August 16, 2024
John A. Taylor
Chief Executive Officer
Granite Point Mortgage Trust Inc.
3 Bryant Park, Suite 2400A
New York, NY 10036
Re:Granite Point Mortgage Trust Inc.
Registration Statement on Form S-3
Filed August 9, 2024
File No. 333-281444
Dear John A. Taylor:
            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 Benjamin Holt at 202-551-6614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Michael J. Zeidel, Esq.

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August 13, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3233

Washington, D.C. 20549

Attn:

Sonia Gupta Barros, Assistant Director

Erin Martin, Branch Chief

Joshua Lobert, Staff Attorney

Re:

Granite Point Mortgage Trust Inc.

Registration Statement on Form S-3

Filed July 11, 2018

File No. 333-226128

Acceleration Request

Requested Date:

August 15, 2018

Requested Time:

5:00 pm, Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Granite Point Mortgage Trust Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Company hereby authorizes Stephen Quinlivan or Bryan Pitko, of Stinson Leonard Street LLP, to orally modify or withdraw this request for acceleration.

Please contact Mr. Quinlivan at (612) 335-7076 or Mr. Pitko at (612) 335-7061 if you have any questions or require additional information concerning the foregoing.

Very truly yours,

GRANITE POINT MORTGAGE   TRUST INC.

By:

/s/ Rebecca B. Sandberg

Rebecca B. Sandberg

Vice President, General   Counsel and Secretary

cc:

Stephen Quinlivan, Stinson Leonard Street LLP

Bryan Pitko, Stinson Leonard Street LLP

[Signature Page to Company Acceleration Request]

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August 3, 2018

VIA EDGAR

Sonia Barros
 Assistant Director

Office of Real Estate and Commodities
 Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:         Granite Point Mortgage Trust Inc.

Registration Statement on Form S-3

Filed on July 11, 2018

File No. 333-226128

Dear Ms. Barros:

We are filing this letter on behalf of Granite Point Mortgage Trust Inc. (the “Company”) in connection with the filing of the Company’s Registration Statement on Form S-3 (the “Shelf Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) on July 11, 2018. On July 26, 2018, the Company received a letter from the staff of the Commission’s Division of Corporation Finance (the “Staff”) relating to the Shelf Registration Statement (the “Comment Letter”).

This letter sets forth the response of the Company to the Comment Letter. Capitalized terms used but not defined herein are given the meaning ascribed to them in the Shelf Registration Statement. For ease of reference, we have repeated the comment contained in the Comment Letter in italics.

Sonia Barros

August 3, 2018

Page 2

Prospectus Summary

Business, page 10

1.                                      We note that your Contribution Agreement filed as Exhibit 2.1 contains a mandatory arbitration provision. Please clarify whether the mandatory arbitration provision applies to claims under the federal securities laws.

Response:

As background, Section 7.08 of the Contribution Agreement incorporated by reference as Exhibit 2.1 to the Shelf Registration Statement related to the Company’s acquisition of certain equity interests in an entity that held a portfolio of commercial mortgage loans and other commercial real estate-related debt investments from Two Harbors Operating Company LLC as part of the Company’s formation transaction in June 2017. The Company respectfully advises the Staff that the dispute resolution provision within the Contribution Agreement applies only to disputes, controversies or claims arising out of and between the parties to the Contribution Agreement, subject to typical limitations for temporary or preliminary injunctive relief and prior resolution of the dispute within a 10-day period. The dispute resolution provision does not prevent stockholders of the Company from pursuing claims under the United States federal securities laws.

In response to the Staff’s comment, the Company respectfully advises the Staff that it proposes to revise the disclosure in the Shelf Registration Statement to include the following discussion of the Contribution Agreement’s dispute resolution provision within the Prospectus Summary:

We were incorporated on April 7, 2017 and commenced operations as a publicly traded company on June 28, 2017, upon completion of a formation transaction, or the Formation Transaction, pursuant to which we acquired the equity interests in TH Commercial Holdings LLC, or our Predecessor, and its portfolio of commercial mortgage loans and other commercial real estate-related debt investments from Two Harbors Investment Corp., or Two Harbors, a publicly traded hybrid mortgage real estate investment trust (NYSE: TWO). The parties to the Formation Transaction entered into an agreement, or Contribution Agreement, which specified the terms of the transfer of equity interests of the Predecessor to the Company in the Formation Transaction. The Contribution Agreement includes a mandatory arbitration provision which applies only to disputes, controversies or claims arising out of and between the parties to the Contribution Agreement. The mandatory arbitration provision does not prevent stockholders of the Company from pursuing claims under the United States federal securities laws. Our Predecessor became our wholly owned indirect subsidiary as a result of the Formation Transaction. In exchange for equity interests of our Predecessor, we issued 33,071,000 shares of our common stock representing approximately 76.5% of our outstanding common stock after the IPO and 1,000 shares of our 10% cumulative redeemable preferred stock having a liquidation preference of $1,000 per share to Two Harbors or an affiliate of Two Harbors, which immediately sold such preferred stock to an unaffiliated third-party investor. On November 1, 2017, Two Harbors distributed the shares of our common stock issued to it in connection with the Formation Transaction by means of a special pro rata dividend to Two Harbors common stockholders. Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol “GPMT”.

* * * * *

Sonia Barros

August 3, 2018

Page 3

If you should have any further questions, please do not hesitate to contact Stephen Quinlivan directly at (612) 335-7076 or Bryan Pitko directly at (612) 335-7061.

Respectfully Submitted,

Stinson Leonard Street   LLP

/s/ Stephen M.   Quinlivan

/s/ Bryan J. Pitko

Stephen M. Quinlivan

Bryan J. Pitko

cc:         Michael Karber, Granite Point Mortgage Trust Inc.

Mail Stop 3233

July 26, 2018

Via E -mail
John A. Taylor
President, Chief Executive Officer and Director
Granite Point Mortgage Trust Inc.
590 Madison Avenue
38th Floor
New York, NY 10022

Re: Granite Point Mortgage Trust Inc.
  Registration Statement on Form S-3
Filed  July 11, 2018
  File No.  333-226128

Dear Mr. Taylor :

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 .  If you do not believe our com ments 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, w e may have  additional comments.

General

1. We note that your Contribution Agreement filed as Exhibit 2.1 contains a mandatory
arbitration provision. Please clarify whether the mandatory arbitration provision applies to
claims under the federal securities  laws.

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.

John A. Taylor
Granite Point Mortgage Trust Inc.
July 26, 2018
Page 2

 Refer to Rules 460 and 461 regarding requests for acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Joshua Lobert, Staff Attorney,  at (202) 551 -7150 or me at  (202) 551 -3391
with any other q uestions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Legal Branch Chief
Office of Real Estate and
Commodities

cc:  Bryan J. Pitko
 Stinson Leonard Street LLP

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June 20, 2017

VIA EDGAR

Securities and Exchange Commission

Filing Desk

100 F Street, N.E.

Washington, D.C. 20549

Attn:                    Sonia Gupta Barros, Assistant Director

Folake Ayoola, Senior Counsel

Jeffrey Lewis, Staff Accountant

Wilson Lee, Staff Accountant

Re:                             Granite Point Mortgage Trust Inc.

Registration Statement on Form S-11 (File No. 333-218197)

Acceleration Request

Requested Date:                 June 22, 2017

Requested Time:                4:00 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Granite Point Mortgage Trust Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-11 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Company hereby authorizes Karen Dempsey, an attorney with the Company’s outside legal counsel, Orrick, Herrington & Sutcliffe LLP, to orally modify or withdraw this request for acceleration.

Please contact Ms. Dempsey at (415) 773-4140 if you have any questions or require additional information concerning the foregoing.

Very truly yours,

GRANITE POINT   MORTGAGE TRUST INC.

By:

/s/ Rebecca B. Sandberg

Rebecca B.   Sandberg

General Counsel   and Secretary

cc:                                Karen Dempsey, Orrick, Herrington & Sutcliffe LLP

[Signature Page to Company Acceleration Request]

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J.P. MORGAN SECURITIES LLC

MORGAN STANLEY & CO. LLC

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

June 20, 2017

Re:

Granite Point Mortgage Trust Inc.
   Registration Statement on Form S-11 (File No. 333-218197)

Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

Attn:                    Sonia Barros, Assistant Director
 Folake Ayoola, Senior Counsel

Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several Underwriters, wish to advise you that 3,829 copies of the prospectus dated June 15, 2017, were distributed during the period June 15, 2017 through the date hereof to prospective underwriters, institutions, dealers and others.

We will comply, and have been informed by the participating underwriters that they will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

In accordance with Rule 461 of the Act, we hereby join in the request of Granite Point Mortgage Trust Inc. for acceleration of the effective date of the above-referenced Registration Statement so that it becomes effective at 4:00 p.m. Eastern Time on June 22, 2017 or as soon thereafter as practicable.

[SIGNATURE PAGE FOLLOWS]

Very truly yours,

J.P. MORGAN SECURITIES LLC

MORGAN STANLEY & CO. LLC

Acting severally on behalf of themselves and the several Underwriters

J.P. MORGAN SECURITIES LLC

By:

/s/ Alaoui Zenere

Name:

Alaoui Zenere

Title:

Vice President

MORGAN STANLEY & CO. LLC

By:

/s/ Michael Occi

Name:

Michael Occi

Title:

ED

[SIGNATURE PAGE TO ACCELERATION REQUEST]

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Orrick, Herrington &   Sutcliffe LLP

THE ORRICK BUILDING

405 HOWARD STREET

San Francisco, CA   94105-2669

June 20,   2017

+1 415 773 5700

orrick.com

VIA EDGAR AND HAND DELIVERY

Karen Dempsey

U.S.   Securities and Exchange Commission

E kdempsey@orrick.com

100   F Street, N.E.

D +1 415 773   4140

Mail   Stop 3233

F +1 415 773   5759

Washington,   D.C. 20549

Attn:                    Sonia Barros, Assistant Director
 Folake Ayoola, Senior Counsel
 Jeffery Lewis, Staff Accountant
 Wilson Lee, Staff Accountant

Re:                              Granite Point Mortgage Trust Inc.

Amendment No. 3 to Registration Statement on Form S-11

Filed June 20, 2017

File No. 333-218197

Ladies and Gentlemen:

On behalf of Granite Point Mortgage Trust Inc. (the “Company”), we are transmitting this letter in response to the comment received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated June 19, 2017, with respect to the registration statement on Form S-11 (File No. 333-218197) that was originally filed by the Company with the Commission on May 24, 2017 (the “Registration Statement”).  Amendment No. 3 to the Registration Statement is being filed concurrently herewith.

The numbered paragraph below corresponds to the numbered comment in the Staff’s letter and the Staff’s comment is presented in bold italics. For the convenience of the Staff, we are also sending by hand delivery copies of this letter and copies of Amendment No. 3 marked against Amendment No. 2.

Exhibit 5.1, Legal Opinion

1.              Please refer to assumption (g) on page 3 of the opinion in which counsel assumes that prior to the issuance of the shares, your charter will be filed with and accepted by the State

Department of Assessments and Taxation of Maryland. Since the legal opinion opines that the company is legally incorporated, has sufficient authorized shares and has taken all necessary corporate actions, it appears that this assumption is inappropriate. See our Staff Legal Bulletin No. 19. Please have counsel revise its opinion to remove this assumption or tell us why you believe it is appropriate.

In response to the Staff’s comment, counsel has revised its opinion to remove this assumption and has filed the revised opinion as exhibit 5.1 to Amendment No. 3. We also advise the Staff that the Articles of Amendment and Articles Supplementary have now been filed with the Maryland Department of Assessments and Taxation and have been filed as exhibits 3.1 and 3.3 to Amendment No. 3, together with additional exhibits.

Investment Company Act of 1940, as amended

In addition, please be advised that we have discussed with Ms. Rochelle Presset in the Division of Investment Management her oral comments regarding matters pertaining to the Investment Company Act of 1940, as amended. In response to her comments, we have revised pages 22, 51-52 and 114-115 to include additional disclosure regarding the Investment Company Act of 1940, as amended.

****************

2

Please direct your questions or comments regarding the Company’s responses or the Registration Statement to the undersigned at (415) 773-4140 or by email at kdempsey@orrick.com.

Sincerely,

ORRICK,   HERRINGTON & SUTCLIFFE LLP

/s/   Karen A. Dempsey

Karen   A. Dempsey

cc:                                John Taylor
 Rebecca Sandberg

Granite Point Mortgage Trust Inc.

David J. Goldschmidt
  Skadden, Arps, Slate, Meagher & Flom LLP

Meghan Ryan

Jill Kretschmar
  Ernst & Young LLP

3

Mailstop 3233
June 19 , 2017

Via E -mail
John A. Taylor
President and Chief Executive Officer
Granite Point Mortgage Trust Inc.
590 Madison Avenue
36th Floor
New York, NY 10022

Re: Granite Point Mortgage Trust, Inc.
Amendments No. 1 and 2 to Registration Statement on Form S-11
Filed June 15 , 2017
  File No. 333-218197

Dear Mr. Taylor :

We have reviewed your amended registration statement  and have the following comment .
Please respond to this letter by amending your registration statement and providing the requested
information .  If you do not believe our comm ent applies  to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in y our response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have additional comments.

Exhibit 5.1, Legal Opinion

1. Please refer to assumption (g) on page 3 of the opinio n in which counsel assumes that
prior to the issuance of the shares, your charter will be filed with and accepted by the
State Department of Assessments and Taxation of Maryland.  Since the legal opinion
opines that the company is legally incorporated, has  sufficient authorized shares and has
taken all necessary corporate actions, it appears that this assumption is inappropriate. See
our Staff Legal Bulletin No. 19. Please have counsel revise its opi nion to remove this
assumption or tell us why you believe it is appropriate.

John A. Taylor
Granite Point Mortgage Trust Inc.
June 19,  2017
Page 2

 You may contact Jeffery Lewis, Staff Accountant , at (202) 551 -6216 or Wilson Lee, Staff
Accountant, at (202) 551 -3468 if you have questions regarding comments on the financial
statements and related matters.  Please contact Sandra  B. Hunter , Senior Counsel, at (202) 551 -
3758 or me at (202) 551 -3655 with any other questions.

Sincerely,

 /s/ Sonia Gupta Barros

Sonia Gupta Barros
Assistant Director
Office of Real Estate and
Commodities

cc: Karen A. Dempsey
 Orrick, Herrington & Sutcliffe LLP
 Via E -mail

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Orrick, Herrington &   Sutcliffe LLP

THE ORRICK BUILDING

405 HOWARD STREET

San Francisco, CA   94105-2669

June 15,   2017

+1 415 773 5700

orrick.com

Karen Dempsey

VIA EDGAR AND OVERNIGHT COURIER

E

kdempsey@orrick.com

U.S.   Securities and Exchange Commission

D

+1 415 773 4140

100   F Street, N.E.

F

+1 415 773 5759

Mail Stop 3010/CF/AD8
 Washington, D.C. 20549

Attn:                    Sonia Barros, Assistant Director
                                                 Folake Ayoola, Senior Counsel
                                                 Jeffery Lewis, Staff Accountant
                                                 Wilson Lee, Staff Accountant

Re:                              Granite Point Mortgage Trust Inc.
 Amendment Nos. 1 and 2 to Registration Statement on Form S-11
 Filed June 15, 2017
 File No. 333-218197

Ladies and Gentlemen:

On behalf of Granite Point Mortgage Trust Inc. (the “Company”), we are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated June 8, 2017, with respect to the registration statement on Form S-11 (File No. 333-218197) that was originally filed by the Company with the Commission on May 24, 2017 (the “Registration Statement”).  Amendment Nos. 1 and 2 to the Registration Statement have been filed on the date hereof.  We advise the Staff that Amendment No. 2 was filed later on the same day as Amendment No. 1 and we would advise the Staff to refer to Amendment No. 2 with respect to our responses below.

The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics. Except as otherwise specifically indicated, page references herein correspond to pages of Amendment No. 2. For the convenience of the Staff, we are also sending by overnight courier copies of this letter and copies of (i) Amendment No. 2 to the Registration Statement marked to show changes from the Registration Statement filed on May 24, 2017, and (ii) Amendment No. 2 to the Registration Statement marked to show changes from Amendment No. 1 to the Registration Statement.

In addition to addressing the comments raised by the Staff in its letter, the Company has revised the Registration Statement to update certain other disclosures.

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

Our Initial Portfolio

1.                          We note your response to prior comment 14. Please revise your disclosure in footnote 5 to the table on page 96 to briefly describe the key assumptions used to determine “as stabilized” value in accordance with USPAP.

In response to the Staff’s comments, the Company has revised the disclosure in footnote 5 to the table on pages 12 and 100 to include the requested information.

Interest Rate Risk

2.                                      We note you have revised and removed the sensitivity analysis previously provided for interest rate risk. Please clarify and/or revise accordingly to include quantitative disclosures about interest rate risk in one of the acceptable alternative presentations outlined within Item 305(a) of Regulation S-K.

In response to the Staff’s comments, the Company supplemented the interest rate risk analysis on page 92.

Index to Financial Statements

3.                                      We note the labeling of the Company’s “Historical Financial Information (unaudited)”, which appears to be inconsistent with the report on page F-10 noting that the Company’s balance sheet was audited as of May 15, 2017. Please clarify and/or revise accordingly.

The Company has revised the disclosures on page F-1 of the Registration Statement in response to the Staff’s comments.

2

Pro Forma Condensed Consolidated Financial Statements

Note 2. Notes to Pro Forma Consolidated Statements of Comprehensive Income, Page F-7

4.                                      We note that you are negotiating master repurchase agreements with several financial institutions and definitive terms have yet to be established. As a result, please clarify and revise pro forma adjustment B(1) to clarify the assumptions utilized to arrive at the interest expense adjustments of $3,246 million and $8,593 million for the three months ended March 31, 2017 and the year ended December 31, 2016, respectively, supported by your basis for utilizing such assumptions.

The Company has updated footnote i on pages F-7 and F-8 to clarify accordingly the assumptions utilized to arrive at the interest expense adjustments.

Exhibit Index, Page II-5

5.                                      Please file all exhibits as promptly as possible. If you are not in a position to file the legal and tax opinions with the next amendment, please provide draft copies for our review.

The Company has filed certain exhibits with the Registration Statement and intends to file all omitted exhibits as soon as practicable.  The Company will provide the tax opinion for the Staff’s review under separate cover.

Investment Company Act of 1940, as amended

In addition, please be advised that we have discussed with Ms. Rochelle Presset in the Division of Investment Management her oral comments regarding matters pertaining to the Investment Company Act of 1940, as amended.  In response to her comments, we have revised pages 22-23 and 50-52 to reflect that commercial mortgage backed securities will be treated as real estate-related assets.

Other Matters

Resale of Preferred Stock

As a further response to comment 5 of the Staff contained in its letter dated May 19, 2017, we wish to advise the Staff that Two Harbors Investment Corp. (“Two Harbors”) has informed the Company that it may sell the 1,000 shares of 10% cumulative redeemable preferred stock it will receive from the Company to an accredited investor, and that if it does so, it intends to rely on the judicially recognized “Section 4(a)(1-1/2)” exemption for such resale.  Two Harbors has informed the Company that if the sale is to an accredited investor, it intends to obtain representations from the purchaser that (i) by reason of such investor’s business or financial experience, it is capable of

3

evaluating the merits and risks of the purchase, (2) the purchaser will be able to bear the risk of the investment, and (3) the purchaser is purchasing for investment and not with the intent to distribute such shares.  In addition, Two Harbors has advised us that it will contact the purchaser privately without any general solicitation.  Two Harbors also intends to provide the purchaser with information similar to that contained in the prospectus contained in the Registration Statement.

Stock Purchase Plan

In addition, we also wish to advise the Staff that the Company has included a stock purchase plan in connection with the proposed offering which is described on pages 28, 62 and 151.  Under the program Two Harbors has agreed to adopt a 10b5-1 plan commencing four calendar weeks after the completion of the offering, in accordance with Rule 10b5-1 and 10b-18 of the Exchange Act, and ending on the earlier of the date on which the capital committed to the plan ($20 million) has been exhausted or the date on which Two Harbors announces the record date for the pro rata distribution to its stockholders as described in the Registration Statement.  We wish to advise the Staff that the Company has considered the applicability of tender offer rules, Rules 10b5-1 and 10b-18, and Regulation M with respect to such program, and included disclosure in the Registration Statement about these matters.

****************

4

Please direct your questions or comments regarding the Company’s responses or the Registration Statement to the undersigned at (415) 773-4140 or by email at kdempsey@orrick.com.

Sincerely,

ORRICK,   HERRINGTON & SUTCLIFFE LLP

/s/   Karen A. Dempsey

Karen   A. Dempsey

cc:                                John Taylor
 Rebecca Sandberg

Granite Point Mortgage Trust Inc.

David J. Goldschmidt
  Skadden, Arps, Slate, Meagher & Flom LLP

Meghan Ryan

Jill Kretschmar
  Ernst & Young LLP

5

Mail 3233
June 8, 2017

Via E -mail
John A. Taylor
President and Chief Executive Officer
Granite Point Mortgage Trust Inc.
590 Madison Avenue
36th Floor
New York, NY 10022

Re: Granite Point Mortgage Trust, Inc.
Registration Statement on Form S-11
Filed May 24, 2017
  File No. 333-218197

Dear Mr. Taylor :

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

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumst ances 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.

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

Our Initial Portfolio, page  72

1. We note your response to prior comment 14.  Please revise your disclosure in footnote 5
to the table on page 96 to briefly describe the key assumptions used to determine “as
stabilized” value in accordance with USPAP.

Interest Rate Risk, page 87

2. We note you have revised and removed the sensitivity analysis previously provided for
interest rate risk.    Please clarify and/or revise accordingly  to include quantitative

John A. Taylor
Granite Point Mortgage Trust Inc.
June 8. 2017
Page 2

 disclosures about interest rate risk in one of the acceptable alternative presentations
outlined within Item 305(a) of Regulation S -K.

Index to Financial Statements, page F -1

3. We note the labeling of the Company’s “Historical Financial Information (unaudited)”,
which appears to be inconsistent with the report on page F -10 noting that the Company’s
balance sheet was audited as of May 15, 2017.   Please clarify and/or revise accordingly.

Pro Forma Condensed Consolidated Financial  Statements

Note 2. Notes to Pro Forma Consolidated Statements of Comprehensive Income, page F -7

4. We note that you are negotiating master repurchase agreements with several financial
institutions and definitive terms have yet to be established.    As a re sult, please clarify
and revise pro forma adjustment B(1) to clarify the assumptions utilized to arrive at the
interest expense adjustments of $3,246 million and $8,593 million for the three months
ended March 31, 2017 and the year ended December 31, 2016,  respectively, supported by
your basis for utilizing such assumptions.

Exhibit Index, page II -5

5. Please file all exhibits as promptly as possible. If you are not in a position to file the legal
and tax opinions  with the next amendment , please provide draft copies for our review.

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.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

John A. Taylor
Granite Point Mortgage Trust Inc.
June 8. 2017
Page 3

 You may contact Jeffery Lewis, Staff Accountant , at (202) 551 -6216 or Wilson Lee, Staff
Accountant, at (202) 551 -3468 if you have questions regarding comments on the financial
statements and related matters.  Please contact Folake Ayoola, Senior Counsel, at (202) 551 -
3673 or me at (202) 551 -3655 with any ot her questions.

Sincerely,

 /s/ Sonia Gupta Barros

Sonia Gupta Barros
Assistant Director, Office of Real
Estate and Commodities

Cc: Karen A. Dempsey
 Orrick, Herrington & Sutcliffe LLP

CORRESP
1
filename1.htm

ORRICK, HERRINGTON &   SUTCLIFFE LLP

THE ORRICK BUILDING

405 HOWARD STREET

SAN FRANCISCO,   CALIFORNIA 94105-2669

tel +1-415-773-5700

fax +1-415-773-5759

WWW.ORRICK.COM

Karen Dempsey

(415) 773-4140

kdempsey@orrick.com

May 24, 2017

VIA EDGAR AND OVERNIGHT COURIER

U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Mail Stop 3233
 Washington, D.C. 20549

Attn:

Sonia Barros, Assistant Director

Folake Ayoola, Senior Counsel

Jeffery Lewis, Staff Accountant

Wilson Lee, Staff Accountant

Re:

Granite Point Mortgage Trust Inc.

Draft Registration Statement on Form S-11

Submitted April 20, 2017

CIK No. 377-01548

Ladies and Gentlemen:

On behalf of Granite Point Mortgage Trust Inc. (the “Company”), we are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated May 19, 2017, with respect to the draft registration statement on Form S-11 (CIK No. 377-01548) that was confidentially submitted to the Commission on April 20, 2017 (the “Registration Statement”).  The Registration Statement is being filed publicly herewith.

The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics. For the convenience of the Staff, we are also sending by overnight courier copies of this letter and copies of the Registration Statement that are marked to show changes from the draft Registration Statement as originally submitted.

In addition to addressing the comments raised by the Staff in its letter, the Company has revised the Registration Statement to update certain other disclosures.

U.S. Securities and Exchange Commission
 Division of Corporation Finance

May 24, 2017

General

1.         In your next amendment, please include updated financial information as of and for the period ended March 31, 2017 pursuant to Rule 3-12 of Regulation S-X.

The Company has added updated financial information as of and for the period ended March 31, 2017 throughout the Registration Statement and, in particular, on pages 28, 29, 70, 74, 75, 81 and beginning on page F-3 of the Registration Statement.

2.         Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

In response to the Staff’s comment, the Company will provide to the Staff on a supplemental basis under separate cover copies of all written materials that the Company, or anyone authorized to do so on the Company’s behalf, presents to potential investors in reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Securities Act”).

3.         Please provide us with copies of any graphics, maps, photographs, and related captions or other artwork including logos that you intend to use in the prospectus. Such graphics and pictorial representations should not be included in any preliminary prospectus distributed to prospective investors prior to our review.

The Company advises the Staff that it does not currently intend to include any additional graphic, visual or photographic information in the prospectus other than those that are presently included in the Registration Statement.  If, following the date of this response letter, the Company decides to include additional graphic, visual or photographic information in the prospectus, it will provide copies of such material to the Staff prior to its use.

4.         We note your disclosure that Two Harbors intends to distribute all the shares of your common stock that it receives in the Formation Transactions. Please provide us your analysis as to how this transaction will be exempt from registration under the Securities Act and whether the transaction constitutes a sale or disposition for value under Section  2(a)(3). Please also address whether the transaction will result in a fundamental change in the holdings of the stockholders of Two Harbors.

2

The Company submits that the distribution (the “Distribution”) of shares of the Company’s common stock (the “Company Shares”) by Two Harbors Investment Corp. (“Two Harbors”) to its stockholders will not require registration under the Securities Act because the Distribution will meet the conditions in Staff Legal Bulletin No. 4 (“SLB No. 4”) and will therefore not constitute a “sale” of securities within the meaning of Section 2(a)(3) of the Securities Act.

SLB No. 4 provides that registration of the Distribution under the Securities Act will not be necessary if the following five conditions have been met:

(i)                                     the parent shareholders do not provide consideration for the spun-off shares;

(ii)                                  the spin-off is pro-rata to the parent shareholders;

(iii)                               the parent provides adequate information about the spin-off and the subsidiary to its shareholders and to the trading markets;

(iv)                              the parent has a valid business purpose for the spin-off; and

(v)                                 if the parent spins off “restricted securities,” it has held them for at least two years.

The Parent shareholders do not provide consideration for the spun-off shares.

We have been advised by Two Harbors that no holder of Two Harbors’ common stock will provide any consideration for the spun-off shares of the Company.  As a result, no stockholder of Two Harbors common stock will be making an investment decision in connection with the spin-off.

The spin-off is pro-rata to the parent shareholders.

We have been advised by Two Harbors that the Distribution of all of the spun-off shares of the Company will be made at one time and will be based on the holdings of each Two Harbors’ stockholder on the record date established for the Distribution.  Therefore, the distribution will be on a pro rata basis.

3

The parent provides adequate information about the spin-off and the subsidiary to its shareholders and to the trading markets.

With respect to this condition, SLB No. 4 provides that if the subsidiary is a reporting company, the parent will provide adequate information, if by the date it spins off the securities:

(a)                                 The subsidiary has been subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for at least 90 days;

(b)                                 The subsidiary is current in its Exchange Act reporting; and

(c)                                  The parent gives its shareholders information about the ratio it used to compute the number of shares distributed for each share held, how it will treat fractional shares and the spin-off’s expected tax consequences.

It is anticipated that Two Harbors will enter into a lock-up agreement with the underwriters in the IPO for a period of at least 90 days from the initial public offering by the Company of Company Shares.  Therefore, at the time Two Harbors distributes Company Shares to its stockholders, the Company will have been subject to the reporting requirements of the Exchange Act for at least 90 days.  In that 90-day period, it is anticipated that the Company will have filed its quarterly report on Form 10-Q for the quarter ended June 30, 2017, and each other required filing under the Exchange Act.  Therefore, information about the Company will have been available to Two Harbors’ stockholders and the trading markets.  In addition, we have been advised by Two Harbors that it will provide to its stockholders information about the ratio it will use to compute the number of Company Shares distributed per share of Two Harbors common stock, how fractional shares will be treated, and the expected tax consequences of the Distribution.

The parent has a valid business purpose for the spin-off.

Two Harbors has advised us that the spin-off of its commercial real estate business will provide a simpler and more efficient business model for Two Harbors and allow it to continue to execute and focus on its residential mortgage finance oriented business strategy.  In addition, it is anticipated that the spin-off will allow the Company access to increased financing opportunities for the Company’s target investments.  The Company believes these business purposes are consistent with at least two of the examples of valid business purpose cited in SLB No. 4: (i) allowing management of each business to focus solely on that business and (ii) enhancing access to financing by allowing the financial community to focus separately on each business.

4

If the parent spins off “restricted securities,” it has held them for at least two years.

SLB No. 4 states that the fifth condition is not applicable where the parent formed the subsidiary being spun-off, rather than acquiring the business from a third party.  Here, Two Harbors formed the Company; thus, this condition is not applicable.

With respect to whether the Distribution will result in a “fundamental change” in the holdings of Two Harbors’ stockholders, the Company submits that the spin-off will not result in a fundamental change in the holdings of any Two Harbors stockholder.  As discussed in no-action letters such as Kingfisher plc (April 25, 2003), Instituto Nazionale delle Assicurzazioni S.p.A. (October 27, 1998) and British Gas (December 4, 1996), three reasons recognized by the Staff as to why spin-offs do not require shareholders to make a new investment decision are (i) each shareholder already indirectly owns the shares to be spun-off, (ii) the spin-off does not represent a fundamental change in any shareholder’s investment, and (iii) no shareholder will receive a new or different security for such shareholder’s existing security.  Here, because the distribution of Company Shares will be made pro rata to Two Harbors’ stockholders, following the Distribution such stockholders will hold directly the same proportionate equity interest in Two Harbors’ commercial real estate business that they held indirectly before the Distribution.  In addition, the Distribution will not cause Two Harbors’ stockholders to exchange new or different securities for their existing securities.  Rather, they will receive a number of Company Shares in proportion to their Two Harbors shares, which they will retain.  In addition, because there will be no fundamental change in the holdings of Two Harbors stockholders, no vote of Two Harbors’ stockholders will be required in connection with the Distribution.

For the reasons described above, the Company has concluded that the Distribution does not constitute a “sale” of securities for purposes of the Securities Act and, accordingly, does not require registration under the Securities Act.

5.         We refer to your disclosure that Two Harbors will immediately sell the preferred stock to an unaffiliated third-party investor. Please tell us if you currently have an agreement in place for such sale and whether this transaction will be exempt from registration under the Securities Act.

The Company advises the Staff that the third-party purchaser has not yet been identified and therefore there is not yet an agreement in place for such sale.  Two Harbors has confirmed to the Company that it intends to sell the cumulative redeemable preferred stock to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and that if Two Harbors is  unable to identify a “qualified institutional buyer,” it will consider sale of the stock to an accredited investor under the Section 4(a)(7) exemption.

5

6.         We note that your disclosure that you focus on originating, investing in and managing senior commercial mortgage loans and other debt and debt-like commercial real estate investments. We further note that you intend to operate your business in a manner that will permit you to maintain an exemption from registration under the 1940 Act. Please provide us with a detailed analysis of the exemption that you and your subsidiaries intend to rely on and how your investment strategy will support that exemption. Please note that we will refer your response to the Division of Investment Management for further review.

The Company’s business is originating, investing in and managing senior floating-rate commercial mortgage loans and other debt and debt-like commercial real estate investments.  As disclosed in the Registration Statement, in connection with the Formation Transaction, the Company will acquire the equity interests in its Predecessor (as defined in the Registration Statement), consisting of the following entities:

TH Commercial Holdings LLC has no activity and acts as a holding company for TH Commercial Mortgage LLC and TH Commercial Investment Corp.  The Company believes that this entity is exempt from the registration requirements of the Investment Company Act under Section 3(a)(1)(C) because the assets invested in its seven subsidiaries are not “investment securities” as defined in Section 3(a)(2) because the subsidiaries are wholly-owned or majority-owned subsidiaries and they are exempt from the definition of  “investment company” and do not rely on the exemptions provided by Section 3(c)(1) or Section 3(c)(7).

TH Commercial Investment Corp. is engaged in real estate lending activities.  This entity is excluded from the definition of “investment company” by Section 3(c)(5)(C). The Company intends to continue to rely on this exemption for this entity.

TH Commercial Mortgage LLC invests in commercial real estate loans through its five subsidiaries.  This entity is excluded from the definition of “investment company”  by Section 3(c)(5)(C) because more than 55% of its assets are comprised of qualifying real estate assets and more than 80% of its assets are comprised of qualifying real estate assets and real estate related assets.

THCM Asset Holdings, LLC has no activity.  The Company believes that it is exempt from the registration requirements of the Investment Company Act under Section 3(c)(1) because it is

6

beneficially owned by TH Commercial Mortgage LLC, an entity that does not rely on the exemptions provided by Section 3(c)(1) or 3(c)(7).

Each of TH Commercial JPM LLC, TH Commercial MS I LLC, TH Commercial MS II LLC, TH Commercial UBS LLC, TH Commercial GS Holdings LLC and TH Commercial GS LLC hold commercial real estate loans and other commercial real estate assets consisting of primarily senior mortgage loans.  Each of these entities is excluded from the definition of “investment company” because more than 55% of its assets are comprised of qualifying real estate assets and more than 80% of its assets are comprised of qualifying real estate assets and real estate related assets.

As detailed in the Registration Statement on pages 4-6 and 93-95, the Company’s investment strategy is to “directly originate, invest in and manage a portfolio of commercial real estate loans and other debt and debt-like instruments secured by institutional quality commercial properties managed by experienced owners in attractive markets across the United States.”  The Company intends to continue to originate, invest in and acquire mortgages and other liens on and interests in commercial real estate. Therefore, the Company qualifies for, and the Company intends to rely on, the exemptions detailed above for itself and each of its subsidiaries.

7.   Please revise to provide the information required by Item 506 of Regulation S-K.

The Company has revised the Registration Statement to add additional disclosure on pages 71-72.

8.   We note your disclosure on page 50 that your board intends to adopt a resolution exempting Two Harbors and certain of

Mail 3233
May 19, 2017

Via E -mail
John A. Taylor
President and Chief Executive Officer
Granite Point Mortgage Trust Inc.
590 Madison Avenue
36th Floor
New York, NY 10022

Re: Granite Point Mortgage Trust, Inc.
Draft Registration Statement on Form S -11
Submitted April 20, 2017
  CIK No. 377 -01548

Dear Mr. Taylor :

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

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

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

General

1. In your next amendment, please  include updated financial i nformation as of and for the
period ended March 31, 2017  pursuant to Rule 3 -12 of Regulation S -X.

2. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized t o do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

John A. Taylor
Granite Point Mortgage Trust Inc.
May 19, 2017
Page 2

 3. Please provide us with copies of any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.

4. We note your disclosure th at Two Harbors intends to distribute all the shares of your
common stock that it receives in the Formation Transactions.  Please provide us your
analysis as to how this transaction will be exempt from registration under the Securities
Act and whether the t ransaction constitutes a sale or disposition for value under Section
2(a)(3) .  Please also address whether the transaction will result in a fundamental change
in the holdings of the stockholders of Two Harbors.

5. We refer to your disclosure that Two Harbors  will immediately sell the preferred stock to
an unaffiliated third -party investor.  Please tell us if you currently have an agreement in
place for such sale and whether this transaction will be exempt from registration under
the Securities Act .

6. We note  that your disclosure that you focus on originating, investing in and managing
senior commercial mortgage loans and other debt and debt -like commercial real estate
investments . We further note that you intend to operate your business in a manner that
will permit you to maintain an exemption from registration under the 1940 Act. Please
provide us with a detailed analysis of the exemption that you and your subsidiaries intend
to rely on and how your investment strategy will support that exemption. Please note  that
we will refer your response to the Division of Investment Management for further review.

7. Please revise to provide the information required by Item 506 of Regulation S -K.

8. We note your disclosure on page 50 that your board intends to adopt a resolution
exempting Two Harbors and certain of its affiliates from the 9.8% ownership limit.  If
Two Harbors or its affiliates will be significant stockholders, please revise your
disclosure to describe their control over your business and the potential impact on the
business and other stockholders’ interests.

Conflicts of Interest, page 14

Resolution of Potential Conflicts of Interest in Allocation of Investment Opportunities, page 1 6

9. We note your disclosure on page 16 with respect to private entities for which PRCM
provides investment management.  Please revise your disclosure to provide the size of
those competing funds  or tell us why this information is not material.

Selected Co nsolidated Historical and Pro Forma Financial Information, page 67

10. We note you have indicated that the historical balances of your Predecessor have been

John A. Taylor
Granite Point Mortgage Trust Inc.
May 19, 2017
Page 3

 reflected at carryover basis because, for accounting purposes, the Formation Transaction
and this off ering are not deemed a business combination and do not result in a change of
control.   Please tell us and revise your disclosures to discuss the specific facts and
circumstances related to your Formation Transaction that supports your accounting
conclusio n.

11. We note that  the 2016 Pro Forma Net income on page 68 does not match the
corresponding  2016 Pro Forma Net income on page F -3.  Please  revise your filing to
ensure that Net income and  Comprehensive Income are pr esented consistently within
your pro forma  financial statements.

Management’s Discussion And Analysis of Financial Condition and Results of Operations, page
70

12. We note that activity related to Granite Point has been limited thus far to the preparation
for this offering and the Formation Transact ion.   In addition, we note that costs for such
activity have been incurred by affiliates which will be reimbursed upon consummation of
the offering.   Please expand your discussion to disclose amounts of organizational and
offering costs incurred/paid on your behalf to date.   In addition, please expand your
footnote disclosures to include your accounting policy for organizational costs.
Reference is made to paragraph 720 -15-25-1 of the FASB Accounting Standards
Codification.

Our Initial Portfolio, page  72

13. We note your disclosure on page F -34 regarding the weighted average borrowing rate of
your Predecessor’s repurchase agreements.  Please revise your disclosure to describe any
relevant additional cost of funds with respect to your initial portfolio.  P lease also
consider providing disclosure on net portfolio yield that reflects the total costs of funds.

14. We note refer to footnote (4).  Please describe the valuation method you use to determine
the property’s market value at the time of projected stabil ization.  Please also describe
what you view as “a reasonable period of time” and “comparable terms and conditions.”

Liquidity and Capital Resources, pages 79 – 80

15. We understand that your predecessor has entered into repurchase transactions accounted
for as collater alized financing transactions.  For each of the quarters since these
repurchase transactions have been entered into, please provide us with a table showing
the average amount of repurchase transactions outstanding during the quarter and the
amount of these repurchase transactions outstanding as of the end of each quarter.   To
the extent there are significant variations between the average level of these transactions
and the amounts outstanding at each quarter end, please explain the causes and business
reasons.  Also, disclose the maximum balance at any month -end.

John A. Taylor
Granite Point Mortgage Trust Inc.
May 19, 2017
Page 4

 16. Please also expand your disclosure on your repurchase agreements to describe weighted
average haircuts for periods presented.

Underwriting, page 174

17. We refer to your last paragraph  on page 178. When you have determined the syndicate,
please revise to identify each underwriter you have a material relationship with and state
the nature of the relationship. Refer to Item 508 of Regulation S -K.

Pro Forma Consolidated Financial Informat ion, page F -1

18. Please revise to include an introductory paragraph preceding your financial information
pursuant to Rule 11 -02(b)(2) of Regulation S -X.   The paragraph should briefly set forth a
description of the transaction, the entities involved, the per iods for which the pro forma
information is presented, and an explanation of what the pro forma presentation shows.

19. When completing this section, please ensure that the footnotes to the pro forma financial
statements provide disaggregated information that  clearly discloses each of the
components of the adjustments thereto, the amounts related to each of the components
and how the amounts were determined.

Schedule IV – Mortgage Loans On Real Estate, page F -39

20. Please revise to disclose in a note to the carrying amount column your aggregate cost for
Federal income tax purposes. Reference is made to Rule 12 -29 of Regulation S -X.

Item 33. Recent Sales of Unregistered Securities, page II -1

21. Please revise to provide the information required by Item 701 of R egulation S -K for the
1,000  shares of cumulative redeemable preferred stock you will issue to Two Harbors in
connection with the Formation Transaction.

John A. Taylor
Granite Point Mortgage Trust Inc.
May 19, 2017
Page 5

 You may contact Jeffery Lewis, Staff Accountant , at (202) 551 -6216 or Wilson Lee, Staff
Accountant, at (202) 551 -3468 if you have questions regarding comments on the financial
statements and related matters.  Please contact Folake Ayoola, Senior Counsel, at (202) 551 -
3673 or me at (202) 551 -3655 with any other questions.

Sincerely,

 /s/ Sonia Barros

Sonia Barros
Assistant Director, Office of Real
Estate and Commodities

Cc: Karen A. Dempsey
 Orrick, Herrington & Sutcliffe LLP