LEONARD,
STREET AND DEINARD PROFESSIONAL ASSOCIATION
SUITE
2300
150 SOUTH
FIFTH STREET
MINNEAPOLIS
MN 55402
Stephen
M. Quinlivan
(612)
335-7076
stephen.quinlivan@leonard.com
March 31,
2010
Securities
and Exchange Commission
450 Fifth
Street Northwest
Washington
D.C. 20549
Attention: Mr.
Tom Kluck
Mr. Duc
Dang
Re: Form
S-11
Gentlemen:
Filed
herewith is Amendment No. 1 to Form S-11 Registration Statement for Two Harbors
Investment Corp. (No. 333-163034).
In its
comment letter dated December 4, 2009, on the referenced registration statement,
the staff made the following comment:
1. Please
update your financial statements in accordance with Rule 3-12 of Regulation
S-X.
Issuer
response: The financial statements have been updated.
Do not
hesitate to contact the undersigned at (612) 335-7076 or Jill Radloff at (612)
335-7119 should you have any questions.
Very
truly yours,
LEONARD,
STREET AND DEINARD
PROFESSIONAL
ASSOCIATION
/s/ Stephen M.
Quinlivan
Stephen
M. Quinlivan