ELLINGTON RESIDENTIAL MORTGAGE REIT

53 Forest Avenue

Old Greenwich, Connecticut 06870

April 26, 2013

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Duc Dang

 

RE:

Ellington Residential Mortgage REIT

Registration Statement on Form S-11 (File No. 333-187662)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ellington Residential Mortgage REIT (the “Company”) hereby requests acceleration of effectiveness of the above-captioned Registration Statement to 4:00 p.m., Eastern time, on Tuesday, April 30, 2013 or as soon thereafter as practicable.

The Company acknowledges the following:

 

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should the Securities and Exchange Commission (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;

 

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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

 

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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 it be notified of such effectiveness by a telephone call to Christopher C. Green at (404) 888-4077 and such effectiveness also be confirmed in writing.

[Signature page follows]

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[Signature page to Acceleration Request]

April 26, 2013

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:	Ellington Residential Mortgage REIT

Registration Statement on Form S-11 (SEC File No. 333-187662)

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 Ellington Residential Mortgage REIT 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 30, 2013 or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 4,200 copies of the Preliminary Prospectus dated April 22, 2013 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.

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.

[Signature page follows]

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Very truly yours,

 

CREDIT SUISSE SECURITIES (USA) LLC
DEUTSCHE BANK SECURITIES INC.
As Representatives of the several Underwriters
By:		CREDIT SUISSE SECURITIES (USA) LLC
By:		/s/ Andrew C. Rosenburgh
		Name: Andrew C. Rosenburgh
		Title: Managing Director
By:		DEUTSCHE BANK SECURITIES INC.
By:		/s/ Neil Abromavage
		Name: Neil Abromavage
		Title: Managing Director
By:		/s/ Jeff Mortara
		Name: Jeff Mortara
		Title: Managing Director