April 22, 2008
Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Mail Stop 4561
Washington, DC 20549-4561
| Attn: | Michael McTiernan |
| Re: | Hatteras Financial Corp. (the “Company”) |
Registration Statement on Form S-11
File No. 333-149314
Ladies and Gentlemen:
The Company hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. on April 24, 2008, or as soon as practicable thereafter, pursuant to Rule 461 of the Securities Act of 1933, as amended.
The Company acknowledges that (i) should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, such declaration does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff of the Commission, 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 (iii) 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.
Please contact Jeffrey M. Sullivan of DLA Piper US LLP with any questions or comments at (919) 786-2003. Thank you for your assistance with this filing.
| HATTERAS FINANCIAL CORP. | ||
| By: | /s/ Benjamin M. Hough | |
| Name: | Benjamin M. Hough | |
| Title: | President and Chief Operating Officer | |
