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                            October 20, 2023

       Mary Riskey
       Chief Financial Officer
       Two Harbors Investment Corp.
       1601 Utica Avenue South, Suite 900
       St. Louis Park, Minnesota 55416

                                                        Re: Two Harbors
Investment Corp.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2022
                                                            Filed February 28,
2023
                                                            Form 8-K filed July
31, 2023
                                                            File No. 001-34506

       Dear Mary Riskey:

              We have reviewed your October 11, 2023 response to our comment
letter and have the
       following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

               After reviewing your response to this letter, we may have
additional comments. Unless
       we note otherwise, any references to prior comments are to comments in
our September 26, 2023
       letter.

       10-K for the fiscal year ending December 31, 2022

       Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
       General, page 28

   1.                                                   We note your response
to our comment 1 stating it would be difficult to reconcile the
                                                        average portfolio
yield, average cost of financing, and net spread to similar GAAP
                                                        measures. We also note
your disclosure stating that the average portfolio yield and
                                                        average cost of
financing measures include a non-GAAP measure in their calculations.
                                                        Please tell us why you
believe you can present ratios where a non-GAAP financial
                                                        measure is included in
the numerator and/or denominator without also presenting the ratio
                                                        calculated using the
most directly comparable GAAP measure(s) with equal or greater
                                                        prominence. Also,
please tell us what consideration you gave to providing reconciliations
                                                        of the numerators and
denominators of these measures. Please refer to Question 102.10(a)
 Mary Riskey
Two Harbors Investment Corp.
October 20, 2023
Page 2
         of our Compliance & Disclosure Interpretations for Non-GAAP Financial
Measures and
         Item 10(e) of Regulation S-K.
Form 8-K filed July 31, 2023
Exhibit 99.1
Reconciliation of GAAP to Non-GAAP Financial Information, page 11

2.       We note your response to our comment 2 stating that the litigation
expenses pertain to
         ongoing litigation with PRCM Advisers LLC. It appears that such
litigation expenses
         occurred in both 2022 and 2023. Please tell us why you believe this
adjustment is
         appropriately labeled as "Other nonrecurring expenses" given its
ongoing nature. Please
         refer to Question 102.03 of our Compliance & Disclosure
Interpretations for Non-GAAP
         Financial Measures and Item 10(e) of Regulation S-K.
3.       We note your response to our comment 3. Please address the following
regarding your
         non-GAAP financial measure labeled Income Excluding Market-Driven
Value Changes:
             Please revise your disclosure in future earnings releases to more
clearly describe the
             measure. Please refer to Question 100.05 of our Compliance &
Disclosure
             Interpretations for Non-GAAP Financial Measures.
             We note your response states that the purpose of presenting this
measure is to allow
             investors to better understand the sources of returns from the
Company   s investment
             portfolio, operating expenses and tax expenses. As this measure
appears to
             isolate income excluding market-driven changes, please tell us
what consideration
             you gave to supplementing your presentation with the other sources
of returns (i.e.
             market-driven changes) that are not presented in this measure.
         In your response, please provide an example of any intended revisions
to your disclosure.
       Please contact Babette Cooper at 202-551-3396 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters.



FirstName LastNameMary Riskey                                Sincerely,
Comapany NameTwo Harbors Investment Corp.
                                                             Division of
Corporation Finance
October 20, 2023 Page 2                                      Office of Real
Estate & Construction
FirstName LastName