SecProbe.io

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 Document AG MORTGAGE INVESTMENT TRUST, INC. 245 Park Avenue, 26th Floor New York, NY 10167 August 25, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Mr. David Link   Re: Acceleration Request of AG Mortgage Investment Trust, Inc. Registration Statement on Form S-3 (File No. 333-289647)  CIK No. 0001514281 Dear Mr. Link: Pursuant to Rule 461 under the Securities Act of 1933, as amended, AG Mortgage Investment Trust, Inc. (the “Company”), a Maryland corporation, hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 3:00 p.m., Eastern time, on August 27, 2025, or as soon thereafter as practicable. Please contact Kate Saltz of Hunton Andrews Kurth LLP, counsel to the Company, at (804) 788-8642, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.  Thank you for your attention to this matter.   Very truly yours, AG MORTGAGE INVESTMENT TRUST, INC. By: /s/ Jenny B. Neslin Jenny B. Neslin General Counsel and Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 21, 2025

Thomas Durkin
Chief Executive Officer
AG Mortgage Investment Trust, Inc.
245 Park Avenue, 26th Floor
New York, New York 10167

 Re: AG Mortgage Investment Trust, Inc.
 Registration Statement on Form S-3
 Filed August 15, 2025
 File No. 333-289647
Dear Thomas Durkin:

 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 David Link at 202-551-3356 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Tianlu Zhang
</TEXT>
</DOCUMENT>

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Document

AG Mortgage Investment Trust, Inc.

245 Park Avenue, 26th Floor

New York, New York 10167

April 5, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Ms. Stacie Gorman

  Re: Acceleration Request of AG Mortgage Investment Trust, Inc.

    Registration Statement on Form S-3 (File No. 333-278243)

CIK No. 0001514281

Dear Ms. Gorman:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, AG Mortgage Investment Trust, Inc., a Maryland corporation, hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Eastern time, on April 9, 2024, or as soon thereafter as practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Hunton Andrews Kurth LLP, by telephoning Kate Saltz at (804) 788-8642.

Thank you for your attention to this matter.

  Very truly yours,

  AG MORTGAGE INVESTMENT TRUST, INC.

  By: /s/ Jenny B. Neslin

    Jenny B. Neslin

    General Counsel and Secretary

United States securities and exchange commission logo
April 1, 2024
Thomas Durkin
Chief Executive Officer
AG Mortgage Investment Trust, Inc.
245 Park Avenue
26th Floor
New York, NY 10167
Re:AG Mortgage Investment Trust, Inc.
Registration Statement on Form S-3
Filed March 26, 2024
File No. 333-278243
Dear Thomas Durkin:
            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 Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Kate Saltz, Esq.

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AG MORTGAGE INVESTMENT TRUST, INC.

245 Park Avenue, 26th Floor

New York, New York 10167

May 24, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ronald E. Alper

RE: AG Mortgage Investment Trust, Inc.

Registration Statement on Form S-3 (File No. 333-255931)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, AG Mortgage Investment Trust, Inc. (the “Company”) hereby requests acceleration of effectiveness of the above-captioned Registration Statement on Form S-3 to 4:00 p.m., Eastern time, on Wednesday, May 26, 2021 or as soon thereafter as practicable.

The Company requests that it be notified of such effectiveness by a telephone call to the undersigned at (212) 692-8237, or Jim Davidson of Hunton Andrews Kurth LLP at (804) 356-0486.

Very truly yours,

AG Mortgage Investment Trust, Inc.

By: /s/ JENNY B. NESLIN

Name: Jenny B. Neslin

Title: General Counsel and Secretary

United States securities and exchange commission logo
May 17, 2021
Jenny B. Neslin
General Counsel and Secretary
AG Mortgage Investment Trust, Inc.
245 Park Avenue, 26th Floor
New York, New York 10167
Re:AG Mortgage Investment Trust, Inc.
Registration Statement on Form S-3
Filed May 7, 2021
File No. 333-255931
Dear Ms. Neslin:
            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 Ronald (Ron) E. Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       James V. Davidson

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    Privileged and Confidential

By E-mail

    2001 M Street, NW Suite 600

    Washington, DC 20036

    +1 202 682 7000 tel

    +1 202 857 0940 fax

    August 21, 2020
    Adé
                                                Heyliger

+1 (202) 682-7095

ade.heyliger@weil.com

Via Edgar and Email
Transmission

Christina Chalk

Senior Special Counsel

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: AG Mortgage Investment Trust, Inc.

                                                                      Schedule TO-I filed on August 14, 2020

                                                                      File No. 005-86328

Dear Ms. Chalk:

On behalf of our client, AG Mortgage Investment
Trust, Inc. (the “Company”), we are providing the Company’s responses to the comments of the Staff of
the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
set forth in your letter, dated August 19, 2020, with respect to the Company’s Schedule TO-I filed on August 14, 2020 (File
No. 005-86328) (the “Schedule TO”).

All references to page numbers in these
responses are to the page numbers of the Schedule TO. Capitalized terms used in this letter but not otherwise defined herein shall
have the meaning ascribed to such terms in the Schedule TO.

Schedule TO-I filed August 14, 2020

Exhibit 99(A)(1)(A) – Offer to Exchange

General

 1. You are offering to exchange five
                                                         shares of Common Stock of the issuer for its outstanding Series A, Series
                                                         B and Series C Cumulative Preferred Stock. Each of the Preferred Series
                                                         has its own CUSIP number and trades separately on the NYSE. The exchange
                                                         offer is subject to the Offer Consideration Cap. The Offer Consideration
                                                         Cap provides that the total number of shares of Common Stock to be issued
                                                         in this exchange offer will not exceed 19.9% of your outstanding

Ms. Christina Chalk

August 21, 2020

Page 2

Common Stock,
and you will pro rate if the offer is oversubscribed. With respect to pro ration, you state that no Series of Preferred will have
priority over any other Series. Please supplementally explain how this method of pro ration, whereby it appears you are amalgamating
three different Series of Preferred in setting the pro ration factor, complies with the requirements of Rule 13e4(f)(3). That
Rule provides a formula for pro rationing “[i]f the issuer or affiliate makes a tender offer for less than all of the outstanding
equity securities of a class…”

Response: We note the Staff’s
comment and the proration requirements under Rule 13e-4(f)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Specifically, we note that Rule 13e-4(f)(3) requires an issuer making a tender offer for less than all of the
outstanding equity securities of a “class” to acquire tendered securities of such class on a pro rata basis when the
number of tendered securities exceeds the amount the issuer is bound or willing to take up and pay for. We respectfully submit
that the Company’s three series of Preferred Stock constitute a single “class” of security, under applicable
law, SEC guidance and the Company’s governing documents and, as such, the Company’s proration methodology that treats
the three series as one “class” complies with the requirements set forth in the Rule.

While Exchange Act Section 13e-4 does
not define “class,” it states that: “[u]nless the context otherwise requires, all terms used in this section
and in Schedule TO (§240.14d-100) shall have the same meaning as in the Act or elsewhere in the General Rules and Regulations
thereunder.” Exchange Act Section 12(g)(5) states that “[f]or the purposes of this subsection the term ‘class’
shall include all securities of an issuer which are of substantially similar character and the holders of which enjoy substantially
similar rights and privileges.” The SEC’s interpretive guidance with respect to the “substantially similar”
test of Section 12(g)(5) can be found in the contexts of Rule 144A and Section 16 reporting. In Release No. 33-6862, Resale
of Restricted Securities; Changes to Method of Determining Holding Period of Restricted Securities Under Rules 144 and 145
(Apr. 23, 1990), the SEC noted:

For purposes of [Rule 144A],
common equity securities will be deemed to be of the same class if they are of substantially similar character and the holders
thereof enjoy substantially similar rights and privileges. [FN 23] Preferred equity securities will be deemed to be of the
same class if their terms relating to dividend rate, cumulation, participation, liquidation preference, voting rights, convertibility,
call, redemption and other similar material matters are substantially identical. [Emphasis added]

At footnote 23 of the release, the SEC
noted: “[t]his test is the same as that in Section 12(g)(5) of the Exchange Act (15 U.S.C. 781(g)(5) and will be interpreted
by the Commission in the same manner.”

Similarly, in Release No. 34-18114, Interpretive
Release on Rules Applicable to Insider Reporting and Trading, Question 36 (September 23, 1981), the SEC took the position
that: “securities with substantially similar characteristics are generally considered to constitute one class, even though
they may confer slightly different ancillary privileges.”

Ms. Christina Chalk

August 21, 2020

Page 3

Federal court cases have also addressed
the meaning of “class” of securities for the purposes of Section 16 of the Exchange Act. In Ellerin v. Massachusetts
Mutual Life Insurance Company, 270 F.2d 259 (2nd Cir. 1959), the Court of Appeals for the Second Circuit held that two series
of preferred stock were to be considered one “class” for the purposes of Section 16. In that case, the Court was
asked to determine what Congress meant by the term “class of any equity security.” The Court stated that:

[T]he very absence of congressional
direction or guidance suggests that the Congress thought the meaning of the phrase ‘class of any equity security’
was reasonably clear and it was using familiar terms in their ordinary and generally accepted sense according to the common usage
of the day in the legal and financial worlds.1

The Court concluded that, since the terms
“class” and “series” were familiar terms in common usage at the time of the passage of the Exchange Act,
a “class” is not a “series” within the meaning of Section 16.2

The three series of the Company’s
Preferred Stock (each of which is expressly designated as a “series” in the Company’s Amended and Restated Articles),
have the following substantial similarities that we believe entitle them to be considered a single “class” within
the meaning of the SEC’s guidance and the Ellerin case:

 ● Perpetual
                                                                                                      nature: None of the
                                                                                                      series has a stated maturity;
                                                                                                      each series will stay outstanding
                                                                                                      indefinitely unless repurchased
                                                                                                      by the Company or, as discussed
                                                                                                      below, redeemed or converted
                                                                                                      in accordance with its terms.

 ● Ranking:
                                                                                                      Each series ranks senior
                                                                                                      to the Common Stock as to
                                                                                                      the payment of dividends
                                                                                                      and the distribution of
                                                                                                      assets in the event of any
                                                                                                      liquidation, dissolution
                                                                                                      or winding up of the Company
                                                                                                      (a “Liquidation”).
                                                                                                      Each series ranks on a parity
                                                                                                      with each of the other two
                                                                                                      series.

 ● Liquidation
                                                                                                      preference: Each series
                                                                                                      has a liquidation preference
                                                                                                      of $25.00 per share plus
                                                                                                      accumulated and unpaid dividends.
                                                                                                      Should the assets of the
                                                                                                      Company be insufficient
                                                                                                      to pay the full amount of
                                                                                                      liquidating distributions
                                                                                                      due to the three series
                                                                                                      in the event of a Liquidation,
                                                                                                      the three series will share
                                                                                                      ratably in the available
                                                                                                      assets.

 ● Dividend
                                                                                                      rights: Each series
                                                                                                      is entitled to cumulative
                                                                                                      cash dividends that are
                                                                                                      due to be paid quarterly
                                                                                                      in arrears on the same date.
                                                                                                      The annual dividend rates
                                                                                                      of the three series (expressed
                                                                                                      as a percentage of the initial
                                                                                                      liquidation preference of
                                                                                                      $25.00 per share) are substantially
                                                                                                      similar: Series A- 8.25%
                                                                                                      ($2.0625 per share), Series
                                                                                                      B-8.00% ($2.00 per share)
                                                                                                      and Series C-8.000% ($2.00
                                                                                                      per share, changing to a
                                                                                                      floating rate beginning
                                                                                                      September 17, 2024). When
                                                                                                      not paid in full (or a sum
                                                                                                      sufficient for such full
                                                                                                      payment is not so set apart),
                                                                                                      dividends must be declared
                                                                                                      pro rata for all three series.

1 Ellerin,
at 262.

2 Id., at 263.

Ms. Christina Chalk

August 21, 2020

Page 4

 ● Voting
                                                                                                      rights: None of the
                                                                                                      series has voting rights
                                                                                                      except in the same limited
                                                                                                      circumstances and, at such
                                                                                                      time as they do have voting
                                                                                                      rights, the three series
                                                                                                      generally vote together
                                                                                                      as a class and each series
                                                                                                      has one vote per share.
                                                                                                      First, whenever dividends
                                                                                                      on any shares of any series
                                                                                                      are in arrears for six or
                                                                                                      more full quarterly dividend
                                                                                                      periods, the size of the
                                                                                                      Company

August 19 , 2020

Via E -Mail

Ade K. Heyliger
Weil, Gotschal & Manges LLP
767 Fifth Avenue
New York, NY 10 153

Re: AG Mortgage Investment Trust, Inc.
 Schedule TO -I filed on August 14, 2020
File No. 5-86328

Dear Mr. Heyliger :

The Office of Mergers and Acquisitions has conducted a limited review of the filing
listed above.  Our review was limited to the issues identified in our comments below.  All
defined terms have the same meaning as in the Offer to Exchange  included as Exhibit
99(A)(1)(A) to the Schedule TO -I filed on August 14 , 2020 .

Please respond to this letter by revis ing 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.

Schedule TO -I filed A ugust 1 4, 2020

Exhibit 99(A) (1)(A) – Offer to Exchange

General

1. You are of fering to exchange five shares of Common Stock  of the issuer for its
outstanding Series A, Series B and Series C Cumulat ive Preferred Stock.  Each of the
Preferred Series has its own CUSIP number and trades separately on the NYSE.  The
exchange  offer is su bject  to the Offer Consideration Cap.  The Offer C onsideration  Cap
provides that the total number of  shares of Common Stock to be issued in this exchange
offer will not exceed 19.9% of your outstanding Com mon Stock, and you will pro rate if

Ade K. Heyliger , Esq.
Weil, Gotschal & Manges LLP
August 19 , 2020
Page 2

 the offer is oversubscribed.  With respect t o pro ration, you state that no Series of
Preferred will have priority o ver any other Series.   Please supplementally explain how
this method of pro ration, whereby it appears you are amalgamat ing thre e different Series
of Preferred in setting the pro ration factor , complies with the requirements of Rule 13e -
4(f)(3) . That Rule provides a formula for pro rationing “[i]f the issuer or affiliate makes a
tender offer for less than all of the outstand ing equity securities of a clas s…”

Statement Rega rding Forward Looking I nformation , page 8

2. Revise to delete the references to the Pri vate Securities Litig ation Ref orm Act. The safe
harbor for forward looking statement in the Act does not apply to statement in connection
with a tender offer.

We remind you that the issuer is  responsible f or the accuracy and adequacy of its disclosures,
notwithstanding any review, comments, action or absence of action by the staff.  Please contact
me at (202) 551 - 3263 with any questions about these comments.

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

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SEC Acceleration Request of Effectiveness

 AG MORTGAGE INVESTMENT TRUST, INC.

245 Park Avenue, 26th Floor

New York, New York 10167

May 17, 2018

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Sandra B. Hunter Berkheimer

RE:
AG Mortgage Investment Trust, Inc.

Registration Statement on Form S-3 (File No. 333-224629)

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, AG Mortgage Investment Trust, Inc. (the “Company”) hereby requests acceleration of effectiveness of the above-captioned Registration Statement to 4:00 p.m., Eastern time, on May 18,
2018 or as soon thereafter as practicable.

 The Company requests that it be notified of such effectiveness by a telephone call to David C.
Wright at (804) 788-8638.

Very truly yours,

AG Mortgage Investment Trust, Inc.

By:

/s/ Raul E. Moreno

Name:

Raul E. Moreno

Title:

General Counsel and Secretary

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SEC Acceleration Request

 AG MORTGAGE INVESTMENT TRUST, INC.

245 Park Avenue, 26th Floor

New York, New York 10167

May 17, 2018

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Sandra B. Hunter Berkheimer

RE:
AG Mortgage Investment Trust, Inc.

 Registration Statement on Form S-3 (File No. 333-224629)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, AG Mortgage Investment Trust, Inc. (the “Company”) hereby
requests acceleration of effectiveness of the above-captioned Registration Statement to May 18, 2018 or as soon thereafter as practicable.

The Company requests that it be notified of such effectiveness by a telephone call to David C. Wright at (804)
788-8638.

 Very truly yours,

 AG Mortgage Investment Trust, Inc.

By:

/s/ Raul E. Moreno

Name:

Raul E. Moreno

Title:

General Counsel and Secretary

Mail Stop 3233

May 14, 2018

Via E -mail
Raul E. Moreno, Esq.
General Counsel
AG Mortgage Investment Trust, Inc.
245 Park Avenue, 26th Floor
New York, New York  10167

Re: AG Mortgage Investment Trust,  Inc.
  Registration Statement on Form S-3
Filed  May 2, 2018
  File No.  333-224629

Dear Mr. Moreno :

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 me at 202-551-3758 with any questions.

Sincerely,

 /s/ Sandra B. Hunter Berkheimer

Sandra B. Hunter Berkheimer
Staff Attorney
Office of Real Estate and
Commodities

cc: David C. Wright, Esq.
 Hunton Andrews Kurth LLP
 Via E-mail

December 20, 2016

Via E -mail
Brian C. Sigman
Chief Financial Officer
AG Mortgage Investment Trust, Inc.
245 Park Avenue, 26th Floor
New York, New York 10167

Re: AG Mortgage Investment Trust, Inc.
 Form 10-K for fiscal year end December 31, 2015
Filed February 26, 2016
File No. 001 -35151

Dear Mr. Sigman :

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 the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

/s/ Kim McManus

Kim McManus
Senior Counsel, Office of Real
Estate and Commodities

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 December 16, 2016

VIA EDGAR

 Kim McManus

Senior Counsel

 Office of Real Estate and Commodities

Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

Re:
AG Mortgage Investment Trust, Inc.

Form 10-K for fiscal year end December 31, 2015

Filed February 26, 2016

File No. 001-35151

 Dear Ms. McManus:

AG Mortgage Investment Trust, Inc. (the “Company”) provides the following responses to the comments contained in the letter of the staff of the
Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated December 5, 2016, regarding the Company’s Form 10-K for the
fiscal year ended December 31, 2015 filed on February 26, 2016 (the “Form 10-K”). For your convenience, the Company has repeated the text of each of the Staff’s comments below in bold
and followed each comment with the Company’s response.

 General

1.
We note your disclosure on pages 13 and 22 with respect to diversification of your portfolio. In future Exchange Act periodic reports, with respect to your non-Agency RMBS and
CMBS, please revise your disclosure to include the geographic diversification of your collateral. Please also expand future Exchange Act periodic reports to discuss the credit quality of your non-Agency RMBS
and CMBS.

The Company acknowledges the Staff’s comment and confirms that it will include the geographic diversification of its non-Agency RMBS and CMBS collateral and expand its
discussion on the credit quality of its non-Agency RMBS and CMBS in future Exchange Act periodic reports, commencing with its Form 10-K for fiscal year-end 2016.

 Investment income, financing and hedging costs, page 65

2.
In future Exchange Act reports, please discuss the reasons for any material trends in your spread or the individual components of the spread to the extent such material trends are driven by management decisions, such
as portfolio composition or method of hedging.

The Company notes the Staff’s comment and advises that in future Exchange Act periodic reports it will include additional disclosure discussing the reasons for any material trends in its spread or the individual
components of its spread to the extent such material trends are driven by management decisions.

 Please do not hesitate to contact me at 212-692-2116 with any comments or questions or if you would like to discuss any topic addressed in this letter.

Sincerely,

 /s/ Brian C.
Sigman

Brian C. Sigman

 Chief Financial Officer

December 5, 2016

Via E -mail
Brian C. Sigman
Chief Financial Officer
AG Mortgage Investment Trust, Inc.
245 Park Avenue, 26th Floor
New York, New York 10167

Re: AG Mortgage Investment Trust, Inc.
 Form 10-K for fiscal year end December 31, 2015
Filed February 26, 2016
File No. 001 -35151

Dear Mr. Sigman :

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 these comments  within ten busine ss days by providing the requested
information or advis e 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.

General

1. We note your disclosure on pages 13 and 22 wit h respect to diversification of your
portfolio.   In future Exchange Act periodic reports, with respect to your non -Agency
RMBS and CMBS, please revise your disclosure to include the geographic diversification
of your collateral.  Please also expand future Exchange Act periodic reports to discuss the
credit quality of your non -Agency RMBS and CMBS.

Investment income, financing and hedging costs, page 65

2. In future Exchange Act reports, please discuss the reasons for any material trends in your
spread or the  individual components of the spread to the extent such material trends are
driven by management decisions, such as portfolio composition or method of hedging.

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.

Brian C. Sigman
AG Mortgage Investment Trust, Inc.
December 5, 2016
Page 2

Please contact Folake Ayoola, Senior Counsel,  at (202) 551 -3673 or me at (202) 551 -
3215 with any questions.

Sincerely,

 /s/ Kim McManus

Kim McManus
Senior Counsel, Office of Real
Estate and Commodities

January 23, 2014

Via E-mail
Brian C. Sigman
Chief Financial  Officer
AG Mortgage Investment Trust, Inc.
245 Park Avenue
26th Floor
New York, NY 10167

Re: AG Mortgage Investment  Trust, Inc.
 Form 10-K
Filed March 6, 201 3
File No. 001 -35151

Dear M r. Sigman :

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 ar e 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

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CORRESP

 January 8, 2014

Via EDGAR

 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:
AG Mortgage Investment Trust, Inc. (the “Company”)

 Form 10-K

Filed March 6, 2013

File No. 001-35151

 Dear
Ms. LaMothe:

 The Company has received the letter dated December 30, 2013 from the Staff of the Division of Corporation Finance (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to its review of the Company’s Form 10-K for the fiscal year ended December 31, 2012 filed on March 16, 2013 (the “Form
10-K”). This letter sets forth the Company’s responses to the comments of the Staff. For convenience of reference, each Staff comment contained in the December 30 letter is reprinted below in bold, numbered to correspond with
paragraph numbers assigned in the December 30 letter, and is followed by the corresponding response of the Company.

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

 Item 1A. Risk Factors, page 14

Risks related to financing and hedging, page 23

1.
We note your disclosure on page 91 regarding efforts to limit your exposure to any single counterparty. We also note your risk factor on page 25 about the risk associated with the excess collateral that constitutes
the haircut. If applicable in future periods, please name any repurchase agreement lenders holding excess collateral that is greater than 5% of stockholder’s equity in an appropriate risk factor.

As indicated on pages 55 and 91 of the Form 10-K, the Company has been disclosing the name of each repurchase agreement lender with whom the
Company has greater than 10% of stockholders’ equity at risk. The Company understands the Staff’s comment and for future periods, it will name any repurchase agreement lenders holding excess collateral that is greater than 5% of
stockholders’ equity in an appropriate risk factor.

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

2.
In future filings, for those repurchase agreements you account for as collateralized financings, please quantify the average quarterly balance for each of the past three years. 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 provide us an example of your proposed disclosure.

 The Company respectfully informs the Staff that it will include the disclosure in future filings for those repurchase
agreements it accounts for as collateralized financings. If applicable, the Company will explain the causes and business reasons for significant variances among the amounts. Consistent with the presentation in Item 7 of the Form 10-K where the
Company discloses its unlinked investment portfolio and the related repurchase agreements that finance it, the Company has shown the repurchase agreements inclusive of those treated as linked transactions for GAAP along with a reconciliation to
GAAP. The

 Ms. Cicely LaMothe

United States Securities and Exchange Commission

 January 8, 2014

presentation inclusive of linked transactions is consistent with how the Company’s management evaluates the business, and the Company believes this presentation provides the most accurate
depiction of its investment portfolio and financial condition. Additionally, please note that the Company’s initial public offering was completed in July 2011, and as a result, the Company initially will be able to provide information for only
two and a half years. The Company expects the new disclosure to be substantially similar to the draft set forth below. Consistent with what was noted above, the disclosure includes a reconciliation beginning with repurchase agreements inclusive of
those accounted for as a component of linked transactions, deducting repurchase agreements accounted for as a component of linked transactions to arrive at GAAP repurchase agreements. The disclosure will appear substantially as follows:

 Quarter Ended

Quarter-End
Balance

Average Quarterly
Balance

Maximum Balance at
Any Month-End

 December 31, 2013

 Non-GAAP Basis - Including Linked Transactions

 Less: Linked Transactions

 GAAP Basis

 September 30, 2013

 Non-GAAP Basis - Including Linked Transactions

 Less: Linked Transactions

 GAAP Basis

 June 30, 2013

 Non-GAAP Basis - Including Linked Transactions

 Less: Linked Transactions

 GAAP Basis

 March 31, 2013

 Non-GAAP Basis - Including Linked Transactions

 Less: Linked Transactions

 GAAP Basis

 December 31, 2012

 Non-GAAP Basis - Including Linked Transactions

 Less: Linked Transactions

 GAAP Basis

 September 30, 2012

 Non-GAAP Basis - Including Linked Transactions

 Less: Linked Transactions

 GAAP Basis

 June 30, 2012

 Non-GAAP Basis - Including Linked Transactions

 Less: Linked Transactions

 GAAP Basis

 March 31, 2012

 Non-GAAP Basis - Including Linked Transactions

 Less: Linked Transactions

 GAAP Basis

 December 31, 2011

 Non-GAAP Basis - Including Linked Transactions

 Less: Linked Transactions

 GAAP Basis

 September 30, 2011

 Non-GAAP Basis - Including Linked Transactions

 Less: Linked Transactions

 GAAP Basis

 2

 Ms. Cicely LaMothe

United States Securities and Exchange Commission

 January 8, 2014

3.
In future filings, please disclose additional information regarding the nature and types of assets underlying your real estate securities portfolio. This information can include the type of loans (sub-prime, Alt-A,
or home equity lines of credits), the years of issuance (vintage), current credit ratings, including changes or potential changes to those ratings. Please provide us an example of your proposed disclosure.

The Company respectfully informs the Staff that it will include additional disclosure regarding the nature and types of assets underlying its
real estate securities portfolio in future filings. The Company expects the format of the new disclosure to be substantially similar to the following:

 Instrument

Current Face

Amortized Cost

Unrealized Mark-
to-Market

Fair Value

Weighted
Average
Coupon

Weighted
Average
Life

 Agency RMBS:

 15 Year Fixed Rate

 20 Year Fixed Rate

 30 Year Fixed Rate

 ARM

 Interest Only

 Credit Investments:

 Non-Agency RMBS

 Prime

 Alt A

 Subprime

 Senior Short Duration

 ABS

 CMBS

 Interest Only

 Total: Non-GAAP Basis - Including Linked Transactions

 Linked Transactions

 Total: GAAP Basis

 Credit Investments:

Current Face

Amortized Cost

Unrealized Mark-
to-Market

Fair Value

Weighted
Average
Coupon

Weighted
Average
Life

 Pre 2005

 2005

 2006

 2007

 2008

 2009

`

 2010

 2011

 2012

 2013

 Total: Non-GAAP Basis - Including Linked Transactions

 Linked Transactions

 Total: GAAP Basis

Credit Rating - Credit Investments

December 31, 2013 (1)

December 31, 2012 (1)

 AAA

 AA

 A

 BBB

 BB

 B

 Below B

 Not Rated

 Total

(1)
Represents the weighted average minimum rating for rated assets of S&P, Moody and Fitch credit ratings, stated in terms of the S&P equivalent.

 3

 Ms. Cicely LaMothe

United States Securities and Exchange Commission

 January 8, 2014

4.
In future Exchange Act periodic reports, please provide the constant prepayment rate for the target assets in your portfolio.

The Company respectfully informs the Staff that while the constant prepayment rate (“CPR”) on its target assets is an assumption that
the Company analyzes closely, it is only one factor that must be weighed in conjunction with market and asset specific information when evaluating potential investments. Along with prepayments, the Company evaluates projected defaults, loss
severities and other characteristics on the collateral underlying a target asset. In addition, the Company also evaluates the mix of assets currently in its portfolio to manage overall prepayment risk levels. These factors as well as current
economic conditions are used to determine if an asset is suited on a risk adjusted basis for inclusion in the Company’s portfolio, and therefore the Company does not have a specific targeted range for any of the underlying assumptions.

In future Exchange Act periodic reports, the Company will expand its discussion to include information substantially similar to the description
above regarding why it does not include a constant prepayment rate for its target assets.

5.
We note you disclose weighted average haircuts on page 55. In future Exchange Act periodic filings, please discuss any material trends in haircuts or tell us why such disclosure is not material.

 The Company understands the Staff’s comment, and, in future Exchange Act periodic filings, it will discuss any
material trends in haircuts.

 Management fees and other expenses, page 58

6.
In future Exchange Act periodic filings, please discuss the changes in the components and adjustments that lead to the management fees disclosed. If fees or reimbursements are waived, please discuss the reasons for
the wavier or advise. Also, discuss any reimbursements of salaries in the appropriate section.

 The Company understands
the Staff’s comment, and, in future Exchange Act periodic filings, it will include a discussion regarding the changes in the components and adjustments that lead to the management fees disclosed. The Company will also discuss reasons for any
waivers. Salary reimbursements will be discussed in an appropriate section.

 Credit Risk, page 67

7.
In future Exchange Act periodic reports, please explain how you evaluate the credit quality of your assets, other than the Agency RMBS.

The Company understands the Staff’s comment, and, in future Exchange Act periodic reports, it will expand the disclosure regarding how it
evaluates the credit quality of its assets, other than Agency RMBS.

 Financial Statements

Consolidated Statements of Operations, page 72

8.
Please tell us how you determined it was appropriate to present Dividends Declared per Share of Common Stock on the face of the income statement. Please refer to paragraph 5 of ASC 260-10-45.

 The Company respectfully informs the Staff that, in considering whether to present dividends declared per share of
common stock on the face of our Consolidated Statements of Operations, the Company applied the guidance set forth in 17 CFR 210.8-03(a)(2) relating to interim period reporting, which states that dividends per share should be presented on the income
statement, to its annual reporting periods.

 Beginning with its Annual Report on Form 10-K for the year ended December 31, 2013, the
Company’s annual and quarterly filings will exclude dividends declared per share of common stock from the face of its Consolidated Statements of Operations and will continue to disclose cash distribution per-share amounts in the footnotes to
the financial statements as shown below in accordance with paragraph 5 of ASC 260-10-45.

 4

 Ms. Cicely LaMothe

United States Securities and Exchange Commission

 January 8, 2014

 See below for the footnote disclosure as found in Note 7 to the Company’s Form 10-K:

 The following table details dividends paid on the Company’s common stock:

 2012

 Declaration Date

Record Date

Payment Date

Dividend Per Share

 3/14/2012

3/30/2012

4/27/2012

$
0.70

 6/7/2012

6/29/2012

7/27/2012

0.70

 9/6/2012

9/18/2012

10/26/2012

0.77

 12/6/2012

12/18/2012

1/28/2013

0.80

 2011

 Declaration Date

Record Date

Payment Date

Dividend Per Share

 9/19/2011

9/30/2011

10/27/2011

$
0.40

 12/14/2011

12/30/2011

1/27/2012

0.70

 Notes to Consolidated Financial Statements, page 75

6. Derivatives, page 92

 Linked Transactions, page 95

9.
You disclose that certain of your Linked Transactions became unlinked during the periods presented. Please tell us what occurred to result in these transacting becoming unlinked. Further, please tell us the
authoritative accounting literature management relied upon to account for the unlinking.

 The Company respectfully
informs the Staff that it evaluates instances where it finances assets through repurchase agreements with the same counterparty from whom the assets were purchased, in accordance with ASC 860-10. With reference to this standard, the initial transfer
of a financial asset and repurchase financing entered into contemporaneously with, or in contemplation of, one another will be considered linked unless all of the criteria found in ASC 860-10 are met at the inception of the transaction. The
Company’s repurchase financings are short term in nature, typically 30 to 90 days. Financings are typically renewed at maturity with the same counterparty, which in substance maintains the linked nature of a transaction. However, the Company
may make a business decision to use an alternate counterparty. This investment-specific decision may be based on factors including a reevaluation of counterparty risk or costs associated with the financing relative to the costs relating to other
counterparties. If the Company decides to transact with an alternate counterparty for its repurchase financing, as it did in the instance described in the Staff’s question, it no longer can deem the initial transfer of the financial asset and
repurchase financing to be entered into contemporaneously with, or in contemplation of, one another and therefore can no longer deem the transaction to be linked.

Under ASC 860-10, the initial transfer and repurchase financing of a linked transaction should be recorded on a net basis as a forward
contract. If unlinked, the underlying security and repurchase agreement will need to be presented on a gross basis similar to other investments that meet all the applicable criteria described in ASC 860-10. Consistent with derecognition principals,
the Company will record a realized gain/loss upon unlinking of the linked forward contract.

 5

 Ms. Cicely LaMothe

United States Securities and Exchange Commission

 January 8, 2014

 Signatures, page 111

10.
In future Exchange Act periodic reports, please revise your signature page to specifically identify your principal executive officer, your principal financial officer and your controller or principal accounting
officer. Please refer to General Instruction D(2)(a) of Form 10-K.

 The Company understands the Staff’s comment,
and, in future Exchange Act periodic reports, it will specifically identify the principal executive officer, principal financial officer and controller or principal accounting officer on the signature page in accordance with General Instruction
D(2)(a) of Form 10-K.

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 48

11.
Given the sizeable period-to-period fluctuation in your results of operations, in future filings expand your discussion to provide insight on actions taken by management to reposition the portfolio or changes in
investment strategy that have influenced sales of certain securities leading to realized losses. In addition, consider expanding your discussion to address the drivers contributing to the variance in unrealized gain / (loss) on real estate
securities and loans.

 The Company respectfully informs the Staff that, in light of the sizeable period-to-period
fluctuations in its results of operations, in future filings, it will expand our discussion to provide information on actions taken by management to reposition the portfolio or changes in our investment strategy that have influenced sales of certain
securities leading to realized losses. The Company will also expand its discussion of the drivers contributing to variances in unrealized gains and losses on real estate securities and loans.

In connection with our response to the Staff’s comments, the Company acknowledges that:

•

the

December 30, 2013

Via E-mail
Brian C. Sigman
Chief Financial  Officer
AG Mortgage Investment Trust, Inc.
245 Park Avenue
26th Floor
New York, NY 10167

Re: AG Mortgage Investment  Trust, Inc.
 Form 10-K
Filed March 6, 201 3
File No. 001 -35151

Dear M r. Sigman :

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

Item 1A. Risk Factors, page 1 4

Risks related to financing and hedging, page 23

1. We note your disclosure on page 91 regarding efforts to limit your exposure to any single
counterparty.  We also note your risk factor on page 25 about the risk associated with the
excess collateral that constitutes the haircut.  If applicable in future periods, please name
any repurchase agreement lenders holding excess collateral that is greater than 5% of
stockholder’s equi ty in an appropriate risk factor.

Brian C. Sigman
AG Mortgage Investment Trust, Inc.
 December 30, 2013
 Page 2

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

2. In future filings, f or those repurchase agreements you account for as collateralized
financings , please quantify the  average quarterly balance for each of the past three years.
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 am ounts.   Please provide us an example of your proposed
disclosure.

3. In future filings, please disclose additional information regarding the nature and types of
assets underlying your real estate securities portfolio.  This information can include the
type o f loans (sub -prime, Alt -A, or home equity lines of credits), the years of issuance
(vintage), current credit ratings, including changes or potential changes to those ratings.
Please provide us an example of your proposed disclosure.

4. In future Exchange Act periodic reports, please provide the constant prepayment rate for
the target assets in your portfolio.

5. We note you disclose weighted average haircuts on page 55.  In future Exchange Act
periodic filings, please discuss any material trends in haircuts or tell us why such
disclosure is not material.

Management fees and other expenses, page 58

6. In future Exchange Act periodic filings, please discuss the changes in the components
and adjustments that lead to the management fees disclose d.  If fees or reimbursements
are waived, please discuss the reasons for the wavier or advise.  Also, discuss any
reimbursements of salaries in the appropriate section.

Credit Risk, page 67

7. In future Exchange Act periodic reports, please explain how you evaluate the credit
quality of your assets, other than the Agency RMBS.

Financial Statements

Consolidated Statements of Operations, page 72

8. Please tell us how you determined it was appropriate to present Dividends Declared per
Share of Common Stock on the face of the income statement.  Please refer to paragraph 5
of ASC 260 -10-45.

Brian C. Sigman
AG Mortgage Investment Trust, Inc.
 December 30, 2013
 Page 3

 Notes to Consolidated Financial Statements, page 75

6. Derivatives, page 92

Linked Transactions, page 95

9. You disclose that certain of your Linked Transactions became unlinked during the
periods presented.  Please tell us what occurred to result in these transacting becoming
unlinked.  Further, please tell us  the authoritative accounting literature management
relied upon to account for the unlinking.

Signatures, page 111

10. In future Exchange Act periodic reports, please revise your signature page to specifically
identify your principal executive officer, your principal financial officer and your
controller or principal accounting officer.  Please refer to General Instruction D(2)(a) of
Form 10 -K.

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

Item 2. Management’s Discussion and Analysis of Financ ial Condition and Results of
Operations, page 48

11. Given the sizeable period -to-period fluctuation in your results of operations, in future
filings expand your discussion to provide insight on actions taken by management to
reposition the portfolio or chang es in investment strategy that have influenced sales of
certain securities leading to realized losses.  In addition, consider expanding your
discussion to address the drivers contributing to the variance in unrealized gain / (loss) on
real estate securitie s and loans.

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 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 disclosures they have made.

 In responding to our comments, please provide  a written stateme nt 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

Brian C. Sigman
AG Mortgage Investment Trust, Inc.
 December 30, 2013
 Page 4

  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.

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 Sandra Hunter , Attorney  Advisor , at 202-551-3758  or Duc Dang , Special
Counsel , at 202-551-3386  with any other questions.

Sincerely,

 /s/ Cicely LaMothe

Cicely LaMothe
Senior Assistant Chief Accountant

June 28, 2011
 Via E-mail

David Roberts Chief Executive Officer Alexander Mortgage REIT, Inc. 245 Park Avenue, 26
th Floor
New York, New York 10167
Re: AG Mortgage Investment Trust, Inc.
Amendment No. 5 to Registrati on Statement on Form S-11
Filed June 22, 2011
  File No. 333-172656

Dear Mr. Roberts:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amendi ng your registration statement and providing
the requested information.  If you do not beli eve our comments appl y to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information
you provide in response to these comments,  we may have additional comments.
 General

 1. We note that, concurrently with the initi al public offering of 3,750,000 shares of your
common stock, you will also offer 3,205,000 units (each unit consisting of one private
placement share and one private placement wa rrant) in a private placement.  Please
provide us with a detailed analysis of w hy the offering of the private placement units
should not be integrated with the initial public offering.  Please refer to Compliance
and Disclosure Interpretations, Securiti es Act Sections, Question 139.25.  To the
extent any investors in the private placem ent will not be institutional accredited
investors, please address in your analysis whether such investors were solicited as
investors in the initial public offering.
 Underwriting, page 170

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

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

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

 Underwriting Commissions and Offering Costs, page F-4

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

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities Act rules require.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request accelerati on of the effective
date of the pending registration statement pl ease provide a written statement from the
company acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of th e disclosure in the filing; and

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

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

Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of the registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective
responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as
they relate to the proposed public offering of th e securities specified in  the above registration
statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statement.
 You may contact Yolanda Crit tendon, Staff Accountant, at  (202) 551-3472 or Jessica
Barberich, Accounting Reviewer, at (202) 551-3782 if you have questions regarding
comments on the financial statements and related matters.  With respect to questions relating
to our comment regarding the I nvestment Company Act, please contact Rochelle Plesset in
the Division of Investment Management at  (202) 551-6840. Please cont act Folake Ayoola,
Attorney Advisor, at (202) 551-3673 or me at (202) 551-3852 with any other questions.

Sincerely,
   /s/ Michael McTiernan

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

CORRESP
1
filename1.htm

Acceleration Request

 60 Wall Street

New York, New York 10005

 (212)
250-2500

 June 27, 2011

 Securities and Exchange Commission

 Division of Corporate Finance

100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Michael McTiernan

Assistant Director

Re:
AG Mortgage Investment Trust, Inc.

Registration Statement on Form S-11 (SEC File No. 333-172656)

 Ladies and Gentlemen:

 In connection with the above-referenced Registration Statement, and
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of AG Mortgage Investment Trust, Inc. that the effective date of the Registration Statement be accelerated so that it will be
declared effective at 4:00 p.m., Eastern time, on June 29, 2011 or as soon thereafter as practicable. This request for acceleration supersedes the request we submitted on April 26, 2011.

Pursuant to Rule 460 under the Act, please be advised that the undersigned effected the following approximate distribution of copies of the Preliminary
Prospectus dated June 22, 2011 (the “Preliminary Prospectus”):

No. of Copies

Prospective Underwriters

 n/a

Dealers

 65 copies

Institutions

 28 copies

Others

 45 copies

Total

 138 total

In connection with the Preliminary Prospectus distribution for the above-reference issue, the prospective underwriters have confirmed that they are
complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 1

Very truly yours,

 DEUTSCHE BANK SECURITIES INC.

 As Representatives of the several Underwriters

DEUTSCHE BANK SECURITIES INC.

By:

/s/ Michael Friezo

Name:

Michael Friezo

Title:

Managing Director

DEUTSCHE BANK SECURITIES INC.

By:

/s/ Frank Windels

Name:

Frank Windels

Title:

Director

 2

CORRESP
1
filename1.htm

Acceleration Letter

 June 27, 2011

 United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Michael McTiernan

 Assistant
Director

Re:

 AG Mortgage Investment Trust, Inc.

 Registration Statement on Form S-11 (File No. 333-172656)

Dear Mr. McTiernan:

 Pursuant to Rule
461(a) of the Securities Act of 1933, as amended, AG Mortgage Investment Trust, Inc. (the “Company”) respectfully requests that the effective date of the Registration Statement on Form S-11 (File No. 333-172656) be accelerated by
the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Standard Time on June 29, 2011, or as soon as practicable thereafter. This request for acceleration supersedes the request the Company submitted on
April 26, 2011.

 The Company hereby acknowledges (i) 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; (ii) 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 (iii) the Company may not assert 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.

 The Company requests that we be notified of such
effectiveness by a telephone call to the undersigned at (212) 692-8248 and that such effectiveness also be confirmed in writing.

Very truly yours,

AG MORTGAGE INVESTMENT TRUST, INC.

By:

 /s/ Forest Wolfe

Name:

Forest Wolfe

Title:

 General Counsel

cc:

 Folake Ayoola

 Thomas P.
Conaghan

 Stephen E. Older

 Jonathan
Lieberman

CORRESP
1
filename1.htm

Correspondence for Amendment No. 5

Boston    Brussels    Chicago    Düsseldorf    Houston
  London    Los Angeles    Miami    Milan

Munich    New York    Orange County    Rome    San
Diego    Silicon Valley    Washington, D.C.

 Strategic alliance with MWE China Law Offices (Shanghai)

 Thomas P. Conaghan

 Attorney
at Law

 tconaghan@mwe.com

 +1 202 756
8161

 June 22, 2011

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn:
Michael McTiernan

 Assistant Director

Re:
AG Mortgage Investment Trust, Inc.

Amendment No. 2 to Registration Statement on Form S-11

Filed April 18, 2011

File No. 333-172656

 Dear
Mr. McTiernan:

 On behalf of AG Mortgage Investment Trust, Inc. (the “Company”), set forth below are responses to the comments
of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in your letter dated April 26, 2011 (the “Comment Letter”) relating to Amendment No. 2 to the Registration Statement
on Form S-11 filed by the Company on April 18, 2011 (File No. 333-172656). The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter, and to facilitate your
review, we have reproduced the text of the Staff’s comments in italics below.

 Historical Performance of Angelo, Gordon, page 106

 1.         We note your response to comment 3. Item 8 of Industry Guide 5
requests narrative prior performance disclosure, including disclosure regarding material adverse business developments, of any prior program that invests primarily in real estate, and more detailed tabular disclosure for a limited range of prior
programs, such as those with “similar investment objectives.” Because the company intends to focus on RMBS, we believe that prior programs focusing on RMBS are those with “similar investment objectives,” and acknowledge that you
have provided more detailed performance disclosure for these programs. However, we continue to believe that any material adverse business developments should be disclosed for all prior MBS programs covered by the narrative section, including CMBS
programs.

 Company Response:

 In response to the Staff’s comment, the Company has revised its prior performance disclosure on p. 109 to include the following additional disclosure. Except as noted below, the Company does not
believe that any of its prior programs has experienced any material business developments.

 New Language

Since inception of each of AG MVP and AG GECC PPIF, there have been no adverse business developments or conditions that have been material to investors,
although the real estate downturn has impacted AG GECC PPIF in May and through June 21, 2011. In addition, the real estate downturn of the last few years did have an effect on certain mortgage-backed assets purchased by Angelo, Gordon before the
downturn. In particular, one fund that focused primarily on CMBS was adversely affected in 2008 and early 2009 by the severe dislocations in the financial markets that impacted the real estate industry. During this period, this CMBS-focused
fund had significant declines in marked-to-market value, but because the fund employed limited amounts of leverage and does not provide regular liquidity to its investors, it was not required to dispose of assets in response to the downturn. As of
January, 2011, the net asset value plus distributions to investors of this fund was in excess of investors’ contributed capital.

 *            *            *

 Michael McTiernan

 June 22, 2011

 Page 2

 If you have any questions with respect to the foregoing, please contact Thomas P. Conaghan at (202) 756-8161.

 Very truly yours,

 /s/
Thomas P. Conaghan

 Thomas P. Conaghan

 Enclosures

cc:
Forest Wolfe

Stephen Older

Folake Ayoola

April 26, 2011
 David Roberts Chief Executive Officer Alexander Mortgage REIT, Inc. 245 Park Avenue, 26
th Floor
New York, New York 10167
Re: AG Mortgage Investment Trust, Inc.
Amendment No. 2 to Registrati on Statement on Form S-11
Filed April 18, 2011
  File No. 333-172656

Dear Mr. Roberts:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amendi ng your registration statement and providing
the requested information.  If you do not beli eve our comments appl y to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information
you provide in response to these comments,  we may have additional comments.
 Historical Performance of Angelo, Gordon, page 106

 1. We note your response to comment 3.  Item  8 of Industry Guide 5 requests narrative
prior performance disclosure, including disclosure regarding material adverse
business developments, of any prior program th at invests primarily in real estate, and
more detailed tabular disclosure for a limite d range of prior programs, such as those
with “similar investment objectives.”  Because the company intends to focus on
RMBS, we believe that pr ior programs focusing on RMBS are those with “similar
investment objectives,” and acknowledge th at you have provided more detailed
performance disclosure for these programs.  However, we continue to believe that any
material adverse business developments should be disclosed for all prior MBS
programs covered by the narrative se ction, including CMBS programs.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities Act rules require.  Since the company and its

David Roberts
Alexander Mortgage REIT, Inc. April 26, 2011 Page 2  management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request accelerati on of the effective
date of the pending registration statement pl ease provide a written statement from the
company acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of th e disclosure in the filing; and

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

Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of the registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective
responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as
they relate to the proposed public offering of th e securities specified in  the above registration
statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statement.
 You may contact Yolanda Crit tendon, Staff Accountant, at  (202) 551-3472 or Jessica
Barberich, Accounting Reviewer, at (202) 551-3782 if you have questions regarding
comments on the financial statements and related matters.  With respect to questions relating
to our comment regarding the I nvestment Company Act, please contact Rochelle Plesset in
the Division of Investment Management at  (202) 551-6840. Please cont act Folake Ayoola,
Attorney Advisor, at (202) 551-3673 or me at (202) 551-3852 with any other questions.

Sincerely,
     Michael McTiernan
Assistant Director

CORRESP
1
filename1.htm

Acceleration Request

Global Markets & Investment Banking

One Bryant Park – 8th Floor

 New York, New York 10036

646-855-6780

April 26, 2011

 Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Michael McTiernan

 Assistant Director

Re:
AG Mortgage Investment Trust, Inc.

 Registration Statement on Form S-11 (SEC File No. 333-172656)

 Ladies and Gentlemen:

 In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), we hereby join in the request of AG Mortgage Investment Trust, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern time, on April 28, 2011 or as
soon thereafter as practicable. This request for acceleration supersedes the request we submitted on April 25, 2011.

 Pursuant to Rule 460
under the Act, please be advised that the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated April 18, 2011 (the “Preliminary Prospectus”):

No. of Copies

 Prospective Underwriters

3,960

 Dealers

1,937

 Institutions

686

 Others

1,843

 Total

8,426

 In connection with the Preliminary Prospectus distribution for the above-reference issue, the prospective underwriters have
confirmed that they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

MERRILL LYNCH, PIERCE, FENNER & SMITH
                        INCORPORATED

 J.P. MORGAN SECURITIES LLC

 UBS SECURITIES LLC

As Representatives of the several Underwriters

MERRILL LYNCH, PIERCE, FENNER & SMITH
                        INCORPORATED

By:

 /s/ Richard A. Diaz

Name:

Richard A. Diaz

Title:

Authorized Signatory

J.P. MORGAN SECURITIES LLC

By:

 /s/ Ray Craig

Name:

Ray Craig

Title:

Executive Director

UBS SECURITIES LLC

By:

 /s/ Andrew Platt

Name:

Andrew Platt

Title:

Executive Director

By:

 /s/ Justin P. Nance

Name:

Justin P. Nance

Title:

Associate Director

CORRESP
1
filename1.htm

Acceleration Request

 April 26, 2011

 United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Michael McTiernan

 Assistant
Director

Re:

 AG Mortgage Investment Trust, Inc.

 Registration Statement on Form S-11 (File No. 333-172656)

Dear Mr. McTiernan:

 Pursuant to Rule
461(a) of the Securities Act of 1933, as amended, AG Mortgage Investment Trust, Inc. (the “Company”) respectfully requests that the effective date of the Registration Statement on Form S-11 (File No. 333-172656) be accelerated by the
Securities and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Standard Time on April 28, 2011, or as soon as practicable thereafter. This request for acceleration supersedes the request the Company submitted on
April 25, 2011.

 The Company hereby acknowledges (i) 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; (ii) 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 (iii) the Company may not assert 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.

 The Company requests that we be notified of such
effectiveness by a telephone call to the undersigned at (212) 692-0255 and that such effectiveness also be confirmed in writing.

Very truly yours,

AG MORTGAGE INVESTMENT TRUST, INC.

By:

 /s/ Jonathan Lieberman

Name:

Jonathan Lieberman

Title:

President

cc:

 Folake Ayoola

 Thomas P.
Conaghan

 Stephen E. Older

 Forest
Wolfe

CORRESP
1
filename1.htm

Acceleration Request

Global Markets & Investment Banking

One Bryant Park – 8th Floor

 New York, New York 10036

646-855-6780

April 25, 2011

 Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Michael McTiernan

 Assistant Director

Re:
AG Mortgage Investment Trust, Inc.

 Registration Statement on Form S-11 (SEC File No. 333-172656)

 Ladies and Gentlemen:

 In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), we hereby join in the request of AG Mortgage Investment Trust, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern time, on April 27, 2011 or as
soon thereafter as practicable.

 Pursuant to Rule 460 under the Act, please be advised that the undersigned effected the following approximate
distribution of copies of the Preliminary Prospectus dated April 18, 2011 (the “Preliminary Prospectus”):

No. of Copies

 Prospective Underwriters

3,960

 Dealers

1,937

 Institutions

686

 Others

1,843

 Total

8,426

 In connection with the Preliminary Prospectus distribution for the above-reference issue, the prospective underwriters have
confirmed that they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

MERRILL LYNCH, PIERCE, FENNER & SMITH
                        INCORPORATED

 J.P. MORGAN SECURITIES LLC

 UBS SECURITIES LLC

As Representatives of the several Underwriters

MERRILL LYNCH, PIERCE, FENNER & SMITH
                        INCORPORATED

By:

 /s/ Richard A. Diaz

Name:

Richard A. Diaz

Title:

Authorized Signatory

J.P. MORGAN SECURITIES LLC

By:

 /s/ Ray Craig

Name:

Ray Craig

Title:

Executive Director

UBS SECURITIES LLC

By:

 /s/ Andrew Platt

Name:

Andrew Platt

Title:

Executive Director

By:

 /s/ Justin P. Nance

Name:

Justin P. Nance

Title:

Associate Director

CORRESP
1
filename1.htm

Correspondence

 April 25, 2011

 United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Michael McTiernan

 Assistant
Director

Re:

 AG Mortgage Investment Trust, Inc.

 Registration Statement on Form S-11 (File No. 333-172656)

Dear Mr. McTiernan:

 Pursuant to Rule
461(a) of the Securities Act of 1933, as amended, AG Mortgage Investment Trust, Inc. (the “Company”) respectfully requests that the effective date of the Registration Statement on Form S-11 (File No. 333-172656) be accelerated by the
Securities and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Standard Time on April 27, 2011, or as soon as practicable thereafter.

 The Company hereby acknowledges (i) 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; (ii) 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 (iii) the Company may not assert 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.

 The Company requests that we be notified of such effectiveness by a telephone call to the undersigned at (212) 692-0255 and that such
effectiveness also be confirmed in writing.

Very truly yours,

AG MORTGAGE INVESTMENT TRUST, INC.

By:

 /s/ Jonathan Lieberman

Name:

Jonathan Lieberman

Title:

President

cc:

 Folake Ayoola

 Thomas P.
Conaghan

 Stephen E. Older

 Forest
Wolfe

CORRESP
1
filename1.htm

Correspondence for Amendment #2

Boston Brussels Chicago Düsseldorf Houston London Los Angeles Miami Milan

Thomas P. Conaghan

Munich New York Orange County Rome San Diego Silicon Valley Washington, D.C.

Attorney at Law

tconaghan@mwe.com

Strategic alliance with MWE China Law Offices (Shanghai)

+1 202 756 8161

 April 18, 2011

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn:
Michael McTiernan

 Assistant Director

Re:
AG Mortgage Investment Trust, Inc.

 Amendment No. 1 to Registration Statement on Form S-11

 Filed
April 5, 2011

 File No. 333-172656

 Dear Mr. McTiernan:

 On behalf of AG Mortgage Investment Trust, Inc. (the
“Company”), set forth below are responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in your letter dated April 15, 2011 (the “Comment
Letter”) relating to Amendment No. 1 to the Registration Statement on Form S-11 filed by the Company on April 5, 2011 (File No. 333-172656). The headings and numbered paragraphs of this letter correspond to the headings and
paragraph numbers contained in the Comment Letter, and to facilitate your review, we have reproduced the text of the Staff’s comments in italics below.

 Historical Performance of Angelo, Gordon, page 105

 1. We note that your
narrative discussion of your sponsor’s prior MBS programs appears to cover less than the 10 years referenced in Item 8.A.1 of Industry Guide 5 for guidance. Please revise or advise. In addition, please revise the narrative disclosure to
identify whether the programs discussed were public or private programs.

 Company Response: The Company respectfully advises
the Staff that Angelo, Gordon, the Company’s sponsor, began investing in MBS programs in June 2008. The Company also respectfully advises the Staff that all of its prior programs were private programs. The Company has revised its disclosure on
pages 106 – 107 to clarify that its prior programs were private programs.

 2. We note your disclosure regarding your sponsor’s
separate accounts. Please advise us why these separate accounts were not “programs” for purposes of Industry Guide 5.

Company Response: The Company respectfully advises the Staff that it does not believe that its separate accounts qualify as “programs”
for purposes of Industry Guide 5 disclosure requirements. A “program” is an investment in which the sponsor raises funds

 Michael McTiernan

 April 18, 2011

  Page
 2

from passive investors in order to invest in real estate. The sponsor invests funds raised from unrelated third parties through a co-mingled or pooled investment vehicle such as a limited
partnership. A separate account typically has only one related investor, or account holder, and the account’s funds are not pooled with those of other unrelated investors, although in some instances the sponsor co-invests in the account. Each
separate account is tailored to the account holder and the account holder, while granting discretionary authority over investments, is not passive. The investor in a separate account has a meaningful right to bargain for its rights and obligations,
including with respect to termination of the account, withdrawal of funds, compensation arrangements and information rights. A separate account is generally customized by the account holder who can specify the account’s investment objectives,
asset allocations and risk tolerations. Angelo, Gordon’s separate accounts are not pooled investments, although in some instances Angelo, Gordon or its affiliates co-invest in the account, are individually negotiated and are generally
customized by the investor who can specify and modify the account’s investment objectives, asset allocations and risk tolerations.

3. On page 108, you stated that the performance of the funds managed by Angelo, Gordon was adversely affected by difficult market conditions,
particularly during 2008 and 2009. Please advise us whether the prior programs discussed in the narrative suffered any major adverse business developments or conditions. If so, please provide more detail regarding these developments, including
quantitative data if applicable. Refer to Item 8.A.2 of Industry Guide 5 for guidance.

 Company Response: The Company
respectfully advises the Staff that neither AG MVP nor AG GECC PPIF have suffered any major adverse business developments or conditions since their inception. The Company has revised its disclosure to remove the sentence on page 109 because it
refers to the Company’s prior CMBS programs. As disclosed, the Company intends to focus on residential mortgage backed securities, and therefore detailed disclosure pertaining to the Company’s prior commercial mortgage backed securities
programs would not be material to the Company’s investors and thus is not required to be disclosed by Item 8.A.2 of Industry Guide 5.

Table III, page 111

 4.
Please revise the table to disclose total assets and leverage.

 Company Response: The Company has revised the table on page 110
in response to the Staff’s comment.

 5. You disclose that cash generated from sales of investments is included in cash from
operations, but you have not separately disclosed this amount. Please tell us how you have complied with the requirement to disclose ‘cash generated from sales’ in accordance with Guide 5. Please advise or revise as appropriate.

 Company Response: The Company respectfully advises the Staff that, in response to its discussions with the Staff, the Company
has revised its tabular presentation and no longer discloses cash from operations or cash generated from sales.

 6. We note that you
have included ‘Equity in net income of limited liability company/partnership’ in the table. You also disclose that you follow GAAP for investment companies. Please describe this investment and tell us your basis for accounting for it using
the equity method of accounting.

 Company Response: The Company respectfully advises the Staff that “equity in net income
of limited liability company/ partnership” represents the fund’s pro rata share of the income, including an adjustment for fair value, in investments made in these entities. The equity in earnings is based upon the fund’s ownership
percentage of such entities. In addition to AG MVP the entities are owned by certain other funds managed by Angelo, Gordon or other Angelo, Gordon affiliates, and in all cases the entities

 Michael McTiernan

 April 18, 2011

  Page
 3

investments are recorded at fair value. The investments of the entities’ include investments in residential mortgage based lending as well as investments in other lending arrangements
secured by consumer credit.

 There are several recognized accounting methodologies for recognizing income from investments in these entities.
AG MVP records its investments in these entities at estimated fair value using the equity method of accounting. AG MVP reflects its ownership of the net assets in these entities based upon its pro-rata share of the revenue and expenses, including an
unrealized gain or loss, generated from the underlying assets of such vehicles in the equity in net income of limited liability companies/partnerships on the statement of operations. This method is one of the recognized methodologies acceptable by
the alternative investment fund/real estate fund industry despite the fact that the methodology is not explicitly described in the AICPA Audit Guide for Investment Companies (the “Audit Guide”).

Another accepted methodology more fully described in the Audit Guide is known as the dividend method. This is where a partnership recognizes
distributions received from underlying investments as income when received, to the extent such amounts are paid from earnings and profits. Distributions received in excess of earnings and profits are treated as a reduction in the partnership’s
cost basis of such investment. Undistributed income is included in the value of the investments.

 Both methodologies result in the investor
recording the same income on its statement of operations, and as a result the methodology used does not impact net increase/decrease in net assets resulting from operations.

 In 2007, the AICPA issued AICPA Statement of Position (SOP) 07-1, Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method
Investors for Investments in Investment Companies. The SOP was among other things, designed to clearly define an investment company and to standardize the accounting of income earned from investment companies. On February 14, 2008, the FASB
issued FASB Staff Position (FSP) 07-1-1 which indefinitely delayed the effective date of the SOP. As a result of this deferral, the diversity in accounting for income from investment companies has continued and is deemed acceptable until further
guidance is issued by the FASB.

 Underwriting, page 170

 Other Relationships, page 174

 7. We note your response to comment 18 of our
comment letter dated April 1, 2011. Please revise your disclosure to clearly identify each underwriter that has a material relationship with you and state the nature of the relationships or advise.

Company Response: The Company has revised the disclosure on page 173 in response to the Staff’s comment.

Note 3 – Significant Accounting Policies, page F-4

 Michael McTiernan

 April 18, 2011

  Page
 4

 8. We note that you may be required to refund your Manager’s partial payment of the
underwriting discount. Please expand your disclosure to discuss the details of this contingent arrangement as well as your related accounting policy.

 Company Response: The Company has revised the disclosure on page F-4 in response to the Staff’s comment.

 Note 4 – Subsequent Events, page F-4

 9. Please disclose the amount of
organizational and offering costs incurred to date including those that have been incurred on your behalf and clarify if they will be reimbursed from the proceeds of the offering.

 Company Response: The Company has revised the disclosure on page F-4 in response to the Staff’s comment.

 *        *        *

 Michael McTiernan

 April 18, 2011

  Page
 5

 If you have any questions with respect to the foregoing, please contact Thomas P.
Conaghan at (202) 756-8161.

 Very truly yours,

 /s/ Thomas P. Conaghan

Thomas P. Conaghan

 Enclosures

cc:
Forest Wolfe

 Stephen Older

 Folake Ayoola

April 15, 2011
 David Roberts Chief Executive Officer Alexander Mortgage REIT, Inc. 245 Park Avenue, 26
th Floor
New York, New York 10167
Re: Alexander Mortgage REIT, Inc.
Amendment No. 1 to Registrati on Statement on Form S-11
Filed April 5, 2011
  File No. 333-172656

Dear Mr. Roberts:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amendi ng your registration statement and providing
the requested information.  If you do not beli eve our comments appl y to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information
you provide in response to these comments,  we may have additional comments.
 Historical Performance of Angelo, Gordon, page 105

 1. We note that your narrative discussion  of your sponsor’s prior MBS programs
appears to cover less than the 10 years refe renced in Item 8.A.1 of Industry Guide 5
for guidance.  Please revise or advise.  In addition, please re vise the narrative
disclosure to identify whether the prog rams discussed were public or private
programs.
2. We note your disclosure regarding your spons or’s separate accounts. Please advise us
why these separate accounts were not “programs” for purposes of Industry Guide 5.

3. On page 108, you stated that the perfor mance of the funds managed by Angelo,
Gordon was adversely affected by difficult market conditions, particularly during
2008 and 2009.  Please advise us whether the prior programs discussed in the
narrative suffered any major adverse busine ss developments or conditions.  If so,
please provide more detail regarding thes e developments, including quantitative data
if applicable.  Refer to Item 8.A .2 of Industry Guide 5 for guidance.

David Roberts
Alexander Mortgage REIT, Inc. April 15, 2011 Page 2  Table III, page 111

 4. Please revise the table to disclo se total assets and leverage.

5. You disclose that cash generated from sale s of investments is included in cash from
operations, but you have not se parately disclosed this am ount.  Please tell us how you
have complied with the requirement to disclose ‘cash generated from sales’ in accordance with Guide 5.  Please advise  or revise as appropriate.

6. We note that you have included ‘Equity in net income of limited liability
company/partnership’ in the table.  You also disclose  that you follow GAAP for
investment companies.  Pleas e describe this investment and tell us your basis for
accounting for it using the equity method of accounting.
Underwriting, page 170

 Other Relationships, page 174

 7. We note your response to comment 18 of  our comment letter dated April 1, 2011.
Please revise your disclosure to clearly id entify each underwriter that has a material
relationship with you and state the natu re of the relationships or advise.

Note 3 – Significant Accounting Policies, page F-4

 8. We note that you may be required to ref und your Manager’s partial payment of the
underwriting discount.  Please expand your disclosure to di scuss the details of this
contingent arrangement as well as your related accounting policy.
 Note 4 – Subsequent Events, page F-4

 9. Please disclose the amount of organizati onal and offering cost s incurred to date
including those that have been incurred on your behalf and clar ify if they will be
reimbursed from the proceeds of the offering.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities Act rules require.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request accelerati on of the effective
date of the pending registration statement pl ease provide a written statement from the
company acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

David Roberts
Alexander Mortgage REIT, Inc. April 15, 2011 Page 3
 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of th e disclosure in the filing; and

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

Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of th e registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective
responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as
they relate to the proposed public offering of th e securities specified in  the above registration
statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statement.
 You may contact Yolanda Crit tendon, Staff Accountant, at  (202) 551-3472 or Jessica
Barberich, Accounting Reviewer, at (202) 551-3782 if you have questions regarding
comments on the financial statements and related matters.  With respect to questions relating
to our comment regarding the I nvestment Company Act, please contact Rochelle Plesset in
the Division of Investment Management at  (202) 551-6840. Please cont act Folake Ayoola,
Attorney Advisor, at (202) 551-3673 or me at (202) 551-3852 with any other questions.

Sincerely,
     Michael McTiernan
Assistant Director

April 1, 2011
 David Roberts Chief Executive Officer Alexander Mortgage REIT, Inc. 245 Park Avenue, 26
th Floor
New York, New York 10167

Re: Alexander Mortgage REIT, Inc.
Registration Statement on Form S-11 Filed March 7, 2011
  File No. 333-172656

Dear Mr. Roberts:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amendi ng your registration statement and providing
the requested information.  If you do not beli eve our comments appl y to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information
you provide in response to these comments,  we may have additional comments.
 General

 1. We note that you intend to operate your bus iness in a manner that will permit you to
maintain an exemption from registration unde r the 1940 Act.  Please provide us with
a detailed analysis of th e exemption that you intend to rely on and how your
investment strategy will support that exemp tion.  Please note that we will refer your
response to the Division of Investme nt Management for further review.

2. Please provide us with copies  of all graphics, maps, phot ographs and related captions
or other artwork including logos that you intend to use in the prospectus. Such
graphics and pictorial repr esentations should not be in cluded in any preliminary
prospectus distributed to prospectiv e investors prior to our review.

3. We note that you intend to elect to be ta xed as a REIT and that you have not yet
identified any specific investments in th e non-Agency target assets that you will
acquire with the net proceeds of this offe ring. As a result, your offering appears to
constitute a “blind-pool” offering. Accord ingly, please detail ed narrative and

David Roberts
Alexander Mortgage REIT, Inc. April 1, 2011 Page 2

quantitative disclosure regard ing the prior performance of the sponsor.  Refer to Item
8 of Industry Guide 5 and S ecurities Act Release 33-6900.

4. Please advise us why you believe that Item 506 of Regulation S-K dilution disclosure
is not required.  We note that it appear s your officers and directors and certain
employees of the manager will receive share grants at the time the offering will be consummated.

5. Please provide us with support for all quantitative and qual itative business and
industry data used in the re gistration statement. For example, we note your statement
on page 3, “[A]ccording to the most recent Corelogic data, approximately one out of
every four mortgages currently exceeds th e value of the related home, and over six
million residential mortgages in the U.S. ar e in some stage of delinquency.” Please
clearly mark the specific la nguage in the supporting materi als that support this and
any other statement. Further, please tell us if any of the supporting materials were
prepared specifically for you in connection wi th this offering.  Please ensure that you
update your disclosure to the extent mo re recent information is available.

Cover Page

 6. Please expand the fourth risk factor to st ate that you may change your targeted class
of investments without shareholder notice or consent.  Please make similar changes to
your summary and full risk factors.
7. Please add a cover page risk f actor stating that you may not  terminate or elect not to
renew the management agreement even in  the event of poor performance without
having to pay substantial termination fees .  Please make similar changes to your
summary and full risk factors.
Current market opportunities, page 3

 8. Refer to the last paragraph under “Residen tial market opportunities .”  Please provide
a more detailed explanation of the “re duction in borrower voluntary prepayment
propensity.”
 Our financing and hedging strategy, page 9

 9. We note that you are not required to maintain  any specific leverage  ratio.  However,
please disclose a range of leverage that  the manager expects to employ once it has
invested in its target assets.
 Summary risk factors, page 10

 10. Please revise the fifth bullet to state that you intend to rely on short-term financing
and thus are especially e xposed to changes in the av ailability of financing.

David Roberts
Alexander Mortgage REIT, Inc. April 1, 2011 Page 3

Conflicts of Interest, page 12

 11. We note that pursuant to the manageme nt agreement your manager will adopt
Angelo, Gordon’s investment allocation policy, which governs the allocations of
investment opportunities among itself and its clients.  Please provide a detailed
discussion of the name and AUM of funds  managed by Angelo, Gordon that target
the same asset classes as the registra nt.  For each fund, please note material
differences in the compensation that Ange lo, Gordon is paid as compared to the
compensation paid to the manager by the registrant.
 Our relationship with our Manager, page 13

 12. In your fee table, please revise the management  fee to state when the fee is payable.
We note that it is calculated quarterly.
13. Please provide an estimate of the dollar amount  of the management fee to be paid to
the manager in the first full fiscal year, assuming the maximum number of securities
registered are sold in this offering and th e private placement.  Refer to Item 4 of
Industry Guide 5.
14. In the expense reimbursement portion of the fee table, please describe the “certain
organizational and operational expenses ” for which Angelo, Gordon will be
reimbursed and state whether reimbursement  amounts will include reimbursement for
manager personnel compensation.
 Risk Factors, page 21

 The manner of determining the management fee…, page 23

 15. We note that manager compensation would be increased as a result of a common
stock offering, even if the offering were dilutive to existing shareholders.  Please
expand this risk factor to  address this conflict.
 Distribution Policy, page 75

 16. We note that you may fund your distributions out of the offering proceeds. Please add
risk factor disclosure to address the relate d risks, specifically th e effect it would have
on cash available for investing purposes and for distribution purpos es, as well as the
potential dilution effects. In addition, please state that f unding dividends using
offering proceeds could constitute a return of  capital, which would have the effect of
reducing shareholder’s basis in your stock.
 Target Asset Classes, page 96

 17. Please disclose your portfolio turnover polic y. Please see Item 13(b)(2) of Form S-11.

David Roberts
Alexander Mortgage REIT, Inc. April 1, 2011 Page 4

Underwriting, page 175

 18. Please disclose any actual historical i nvestment banking and commercial dealings
between the underwriters and the company or  its affiliates.  Refer to Item 508 of
Regulation S-K.
Item 36. Financial Statemen t and Exhibits, page 186

 19. Please submit all exhibits as promptly as possible. We will review the exhibits prior
to granting effectiveness of the registration statement and may have further comments
after our review. If you are not in a positi on to file legal and tax opinions with the
next amendment, please provide draft copies for us to review. In addition, we note the
exhibit list includes “form of” agreements . Please advise us if you do not intend on
filing final, executed agreements prior to e ffectiveness of the registration statement.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities Act rules require.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request accelerati on of the effective
date of the pending registration statement pl ease provide a written statement from the
company acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of th e disclosure in the filing; and

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

Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of th e registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective
responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as
they relate to the proposed public offering of th e securities specified in  the above registration
statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statement.

David Roberts
Alexander Mortgage REIT, Inc. April 1, 2011 Page 5

You may contact Yolanda Crit tendon, Staff Accountant, at  (202) 551-3472 or Jessica
Barberich, Accounting Reviewer, at (202) 551-3782 if you have questions regarding
comments on the financial statements and related matters.  With respect to questions relating
to our comment regarding the I nvestment Company Act, please contact Rochelle Plesset in
the Division of Investment Management at  (202) 551-6840. Please cont act Folake Ayoola,
Attorney Advisor, at (202) 551-3673 or me at (202) 551-3852 with any other questions.

Sincerely,
     Michael McTiernan
Assistant Director