UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No )*

Two Harbors Investment Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

90187B101

(CUSIP Number)

Alexander H. McMillan, Esq.

c/o Loeb Partners Corporation

61 Broadway, New York, N.Y. 10006 (212) 483-7069

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 29, 2009

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

CUSIP No.			90187B101

1. Name of Reporting Person			Loeb Arbitrage Management, LLC

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group			(a) x
			(b) o

3. SEC Use Only

4. Citizenship or Place of Organization			Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
	5. Sole Voting Power	-0-

	6. Shared Voting Power	228,417

	7. Sole Dispositive Power	-0-

	8. Shared Dispositive Power	228,417

9. Aggregate Amount of Beneficially Owned by Each Reporting Person				228,417

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares				o

11. Percent of Class Represented by Amount in Row (9)				1.45%

12. Type of Reporting Person				IA

CUSIP No.			90187B101

1. Name of Reporting Person			Loeb Arbitrage Fund

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group			(a) x
			(b) o

3. SEC Use Only

4. Citizenship or Place of Organization			New York
Number of Shares Beneficially Owned by Each Reporting Person With
	5. Sole Voting Power	1,503,402

	6. Shared Voting Power	-0-

	7. Sole Dispositive Power	1,503,402

	8. Shared Dispositive Power	-0-

9. Aggregate Amount of Beneficially Owned by Each Reporting Person				1,503,402

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares				o

11. Percent of Class Represented by Amount in Row (9)				9.52%

12. Type of Reporting Person				PN

CUSIP No.			90187B101

1. Name of Reporting Person			Loeb Offshore Fund Ltd.

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group			(a) x
			(b) o

3. SEC Use Only

4. Citizenship or Place of Organization			Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With
	5. Sole Voting Power	148,662

	6. Shared Voting Power	-0-

	7. Sole Dispositive Power	148,662

	8. Shared Dispositive Power	-0-

9. Aggregate Amount of Beneficially Owned by Each Reporting Person				148,662

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares				o

11. Percent of Class Represented by Amount in Row (9)				0.94%

12. Type of Reporting Person				CO

CUSIP No.			90187B101

1. Name of Reporting Person			Loeb Marathon Fund LP

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group			(a) x
			(b) o

3. SEC Use Only

4. Citizenship or Place of Organization			Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
	5. Sole Voting Power	329,843

	6. Shared Voting Power	-0-

	7. Sole Dispositive Power	329,843

	8. Shared Dispositive Power	-0-

9. Aggregate Amount of Beneficially Owned by Each Reporting Person				329,843

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares				o

11. Percent of Class Represented by Amount in Row (9)				2.09%

12. Type of Reporting Person				PN

CUSIP No.			90187B101

1. Name of Reporting Person			Loeb Marathon Offshore Fund, Ltd.

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group			(a) x
			(b) o

3. SEC Use Only

4. Citizenship or Place of Organization			Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With
	5. Sole Voting Power	163,076

	6. Shared Voting Power	-0-

	7. Sole Dispositive Power	163,076

	8. Shared Dispositive Power	-0-

9. Aggregate Amount of Beneficially Owned by Each Reporting Person				163,076

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares				o

11. Percent of Class Represented by Amount in Row (9)				1.03%

12. Type of Reporting Person				CO

CUSIP No.			90187B101

1. Name of Reporting Person			Loeb Asia Fund LP

I.R.S. Identification No. of Above Person

2. Check the Appropriate Box if a Member of a Group			(a) x
			(b) o

3. SEC Use Only

4. Citizenship or Place of Organization			Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With
	5. Sole Voting Power	23,400

	6. Shared Voting Power	-0-

	7. Sole Dispositive Power	23,400

	8. Shared Dispositive Power	-0-

9. Aggregate Amount of Beneficially Owned by Each Reporting Person				23,400

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares				o

11. Percent of Class Represented by Amount in Row (9)				0.15%

12. Type of Reporting Person				PN

Item 1(a).		Name of Issuer

Two Harbors Investment Corp.

Item 1(b).		Address of Issuer’s Principal Executive Offices:

601 Carlson Parkway, Suite 330 Minnetonka, MN 55305

Item 2(a).		Name of Person(s) Filing

Loeb Arbitrage Management, LLC (“LAM”) Loeb Arbitrage Fund (“LAF”) Loeb Offshore Fund Ltd. (“LOF”) Loeb Marathon Fund LP (“LMF”) Loeb Marathon Offshore Fund, Ltd. (“LMOF”) Loeb Asia Fund LP (“LA”)

Item 2(b).		Address of Principal Business Office

All filing person(s) and associated investment advisors referenced herein are located at: 61 Broadway, 24^th Floor New York, NY 10006

Item 2(c)		Citizenship or Place of Organization

LAM is a limited liability company organized under the laws of the State of Delaware. LAF is a limited partnership organized under the laws of the State of New York LOF is a Cayman Islands exempted company. LMF is a limited partnership organized under the laws of the State of Delaware. LMOF is a Cayman Islands exempted company. LA is a limited partnership organized under the laws of the State of Delaware.

Item 2(d).		Title of Class of Securities

		Warrants

Item 2(e).		CUSIP Number:

		90187B101


Item 3.	If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person is filing a:

(a) o A broker or dealer under Section 15 of the 1934 Act

(b) o A bank as defined in Section 3(a)(6) of the 1934 Act

(d) o An investment company registered under Section 8 of the Investment Company Act of 1940

(e) o An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E)

(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act

(i) o A church plan that is excluded from the definition of Investment Company under Section 3(c)(14) of the Investment Company Act of 1940

(j) o A group, in accordance with Rule 13d-1(b)(1)(ii)(J)


Item 4.	Ownership

(a)	Amount Beneficially Owned:

	See Item 9 of cover pages.

(b)	Percent of Class:

	See Item 11 of cover pages.

(c)	Number of shares as to which the person has:

	(i)	sole power to vote or to direct the vote
	(ii)	shared power to vote or to direct the vote
	(iii)	sole power to dispose or to direct the disposition
	(iv)	shared power to dispose or to direct the disposition

	See Items 5-8 of cover pages.

Item 5.	Ownership of Five Percent or Less of a Class

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.


Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company or Control Person

	Not Applicable.

Item 8.	Identification and Classification of Members of the Group

	LAM is a registered investment adviser. LAM may invest on behalf of itself and clients for which it has investment discretion. LAF’s general partner is LAM. LOF’s registered investment advisor is Loeb Offshore Management, LLC (“LOM”), a Delaware limited liability company. LMF’s investment advisor is LAM. LMOF’s investment advisor is LOM. LA’s general partner is LAM.

Item 9.	Notice of Dissolution of Group

	Not applicable.

Item 10.	Certification

	Not applicable.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		LOEB ARBITRAGE MANAGEMENT, LLC


Date: November 9, 2009		By:_ /s/ Alexander H. McMillan
		Alexander H. McMillan
		Vice President

		LOEB ARBITRAGE FUND
		By: LOEB ARBITRAGE MANAGEMENT, LLC, G.P.


Date: November 9, 2009		By:_ /s/ Alexander H. McMillan
		Alexander H. McMillan
		Vice President

		LOEB OFFSHORE FUND LTD.


Date: November 9, 2009		By:_ /s/ Alexander H. McMillan
		Alexander H. McMillan
		Vice President

		LOEB MARATHON FUND LP
		By: LOEB ARBITRAGE MANAGEMENT, LLC, G.P.


Date: November 9, 2009		By:_ /s/ Alexander H. McMillan
		Alexander H. McMillan
		Vice President

		LOEB MARATHON OFFSHORE FUND, LTD.



Date: November 9, 2009		By:_ /s/ Alexander H. McMillan
		Alexander H. McMillan
		Vice President


		LOEB ASIA FUND LP
		By: LOEB ARBITRAGE MANAGEMENT, LLC, G.P.


Date: November 9, 2009		By:_ /s/ Alexander H. McMillan
		Alexander H. McMillan
		Vice President