August 19, 2020


Via E-Mail

Ade K. Heyliger
Weil, Gotschal & Manges LLP
767 Fifth Avenue
New York, NY 10153

       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 revising 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 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 Common 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 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 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 outstanding equity securities of a
class

Statement Regarding Forward Looking Information, page 8

   2. Revise to delete the references to the Private Securities Litigation
Reform 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 for 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