Form: UPLOAD

SEC-generated letter

November 14, 2007

UPLOAD: SEC-generated letter

Published on November 14, 2007




Mail Stop 4561

September 13, 2007

R. Nicholas Singh, Esq.
c/o Fixed Income Discount Advisory Company
1211 Avenue of the Americas, Suite 2902
New York, NY 10036

Re: Chimera Investment Corporation
Registration Statement on Form S-11
Filed August 17, 2007
Registration No. 333-145525

Dear Mr. Singh:

We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General

1. We note that you intend to elect to be taxed as a REIT and that
the offering proceeds do not have a specified use. Since the
offering appears to constitute a "blind-pool" offering, please
include the disclosures described in Industry Guide 5, including
prior performance information. See Securities Act Release 33-
6900.

2. Please provide us with copies of any graphics, maps,
photographs,
and related captions or other artwork including logos that you
intend
to use in the prospectus. Such graphics and pictorial
representations should not be included in any preliminary
prospectus
distributed to prospective investors prior to our review.

3. Please provide us with a detailed analysis of why your current
and
proposed business and investment strategy will not cause you to
become, an "investment company" within the meaning of Section 3 of
the Investment Company Act of 1940. For example, if you intend to
rely on the exemption set forth in Section 3(c)(5)(C) of that act,
your analysis should include a discussion of how you have
satisfied
and expect to continue to satisfy the requirements for the
availability of that exemption established by applicable
Commission
rules and staff interpretations.

4. Please confirm that the concurrent sale of shares to Annaly is
not
covered by this registration statement and will be exempt from
registration pursuant to Section 4(2) of the Securities Act and
Regulation D.

Cover Page

5. Please revise the second risk factor bullet to briefly describe
any conflict with Annaly.

Our Company, page 1

6. Please disclose how your investment strategy differs from
Annaly`s.

Summary Risk Factors, page 5

7. Please revise the second bullet to briefly describe the
conflicts
with the manager and Annaly.

Conflicts of Interest, page 10

8. Please advise us whether there will be any overlap between your
and Annaly`s investment strategy. If so, please disclose in this
section.

9. Please disclose any interests the manager may have in
investments
you make, such as CDO base management fees or other fees.

Risk Factors, page 15

There are conflicts of interest..., page 15

10. Please include a separate risk factor to describe the
manager`s
responsibilities to entities other than Chimera.

Our board of directors..., page 17

11. We note that your board will not review all proposed
investments.
Please disclose whether they are required to review any and, if
so,
the applicable investment parameters.

Failure to procure adequate capital..., page 19

12. Please expand this risk factor to address current conditions
in
the financing markets.

Distribution Policy, page 42
13. Please revise to disclose how you will fund the required
distribution amounts if your cash available for distributions is
less
than 90% of your REIT taxable income. Also, discuss your policy
with
respect to using proceeds from the offering to pay distributions
to
investors.

Management`s Discussion and Analysis..., page 44

14. We note your discussion of the current financing environment.
Please expand the disclosure to describe current conditions for
each
of the types of financing discussed on page 63.

Critical Accounting Policies and Estimates, page 45

Loans and Securities Held for Investment, page 46

15. Please revise to disclose the factors management will consider
in
determining the fair value of your loans and securities held for
investment.

Our Competitive Advantages, page 57

Investment Strategy Designed..., page 57

16. Please revise the disclosure to clearly explain how your
strategy
works in a "variety of interest rate and credit environments." In
addition, please explain why your focus on RMBS and ABS will
provide
you an opportunity to buy securities at "attractive valuations."

Credit Oriented Investment Approach, page 57

17. Please revise the disclosure to explain the meaning of
"credit-
based investment approach." In addition, please explain the
meaning
of "high-quality" loans.

Investment Portfolio, page 59

18. Please include disclosure on the difficulties of conducting
proper diligence in connection with acquisitions of unrated
tranches.

Conflicts of Interest, page 66

19. Please revise the disclosure to clarify if Annaly is subject
to
the investment allocation policy.

Competition, page 68

20. Please revise to discuss current competitive conditions,
including risks or opportunities created by recent events in the
real
estate and broader finance markets.

Our Manager and the Management Agreement, page 70

21. Please provide a detailed description of the experience of the
manager. In particular, please disclose FIDAC`s historical
experience with assets that fit the investment strategy of
Chimera.
Please disclose its current assets under management of these types
of
investments.

Officers of Our Manager, page 70

22. Please revise the bios for Messrs. Farrell and Denahan-Norris
to
include the years in which they served in the referenced
capacities.
Please provide similar disclosure for Mr. Keenan on page 80.

Financial Statements

Note 2 - Formation of the Company/Initial Public Offering, page F-
4

23. We note that your management agreement with FIDAC has not been
executed. However, to the extent the terms and conditions of the
agreement have been determined, revise to disclose the significant
terms. In addition, quantify the amounts and/or percentages
payable
to your Manager. Finally, disclose the methodology that will be
used
to identify and measure costs allocated by the Manager to be
reimbursed by the company such as office, internal and overhead
expenses.

Note 3 - Significant Accounting Policies, page F-4

Underwriting Commissions and Costs, page F-4

Organization Costs, page F-4

24. Please advise us and revise to disclose whether FIDAC is
responsible for payment of organization and offering expenses
incurred on your behalf as part of the initial public offering.
If
so, advise us whether you have an obligation to reimburse these
costs
or whether the repayment of those costs is dependent upon the
closing
of the offering. Also, quantify all organization and offering
expenses incurred to date and tell us how you considered SAB Topic
1.B.1 and 5.T. in determining that such costs should not be
recorded
in the financial statements.

Part II. Information Not Required in Prospectus

Item. 16. Exhibits
25. Please file all required exhibits as promptly as possible. We
will review the exhibits prior to granting effectiveness of the
registration statement and may have further comments after our
review. If you are not in a position to file your legal and tax
opinions with the next amendment, please provide draft copies for
us
to review.

* * *

As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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;

? 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

? the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.

You may contact Rachel Zablow, Staff Accountant at 202-551-
3428
or Cicely LaMothe, Accounting Branch Chief, at 202-551-3413 if you
have questions regarding comments on the financial statements and
related matters. Please contact Michael McTiernan at 202-551-3852
or
me at 202-551-3780 with any other questions.



Sincerely,



Karen J. Garnett
Assistant Director

cc: Phillip Kardis, Esq. (via facsimile)



R. Nicholas Singh, Esq.
Chimera Investment Corp.
September 13, 2007
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