TWO
HARBORS INVESTMENT CORP.
601
CARLSON PARKWAY, SUITE 330
MINNETONKA,
MN 55305
April 30,
2010
Securities
and Exchange Commission
100 F St.
NE
Washington,
D.C. 20549
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Attention:
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Tom
Kluck, Esq.
Duc Dang,
Esq.
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Sent via
EDGAR and Facsimile ((703) 813-6984)
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Re:
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Two
Harbors Investment Corp.
Amendment No. 2 to Registration Statement on Form
S-11
(No.
333-163034)
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Gentlemen:
Two
Harbors Investment Corp. (the “Company”) hereby requests that the effective date
of Amendment No. 2 to the Registration Statement referenced above be accelerated
so that it will become effective at 4:00 p.m. Eastern Time on Tuesday, May 4,
2010, or as soon thereafter as is practicable.
In
connection with this request, the Company acknowledges (i) that should the
Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action
with respect to the filing, (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 disclosures 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.
Please
contact Steve Quinlivan at (612) 335-7076 or Jill Radloff at (612) 335-7119
should you have any questions.
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Very
truly yours,
TWO
HARBORS
INVESTMENT
CORP.
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By:
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/s/ Jeffrey
Stolt |
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Name: |
Jeffrey
Stolt |
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Title: |
Chief
Financial Officer |
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