8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 7, 2011

Two Harbors Investment Corp.

(Exact name of registrant as specified in its charter)

Maryland	001-34506	27-0312904
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

601 Carlson Parkway, Suite 330

Minnetonka, MN 55305

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:   (612) 238-3300

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 3.01    NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

On February 7, 2011, Two Harbors Investment Corp. (the “Company”) provided written notice to the NYSE Amex that it intends to transfer the listing of its common stock to the New York Stock Exchange (“NYSE”). The Company expects the last day of trading of its common stock on the NYSE Amex to be on or about February 10, 2011, and expects the common stock to begin trading on the NYSE on or about February 11, 2011 under its current symbol “TWO.” Until it begins trading on the NYSE, the Company’s common stock will remain trading on the NYSE Amex under the symbol “TWO.”

A copy of the press release announcing its anticipated listing on the NYSE is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1                      Press Release dated February 7, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TWO HARBORS INVESTMENT CORP.
	By:	/s/ TIMOTHY W. O’BRIEN
		Timothy O’Brien
		Secretary and General Counsel
Date: February 7, 2011

EX-99.1

Two Harbors Investment Corp. to Transfer

Listing of Common Stock to New York Stock Exchange

NEW YORK, February 7, 2011 – Two Harbors Investment Corp. (NYSE Amex: TWO; TWO.WS) announced today that it has received authorization to transfer the listing of its common stock from the NYSE Amex to the New York Stock Exchange (NYSE). The Company anticipates that trading will begin on or about February 11, 2011 under its current ticker symbol “TWO.”

“Our move to the New York Stock Exchange is a significant milestone for Two Harbors” said Thomas Siering, Two Harbors’ President and Chief Executive Officer.  “We believe the transition will benefit our stockholders in respect of increased liquidity and visibility for our shares. We are delighted that our new home is the most prestigious exchange in the world.”

“Our Amex experience has been wonderful and we would like to thank everyone there for their effort,” continued Siering.

“The NYSE is pleased to welcome Two Harbors Investment Corp. to our listed REIT community,” said Larry Liebowitz, Chief Operating Officer, NYSE Euronext. “The move to the NYSE from NYSE Amex is an important achievement, and we would like to congratulate the company on this accomplishment.  We look forward to continuing this partnership with Two Harbors, and providing the company and its shareholders with unparalleled quality and service.”

Two Harbors has notified the NYSE Amex that it will voluntarily delist its common stock from the NYSE Amex. The last day of trading of the company’s common stock on the NYSE Amex is expected to be on or about February 10, 2011. Until the common stock begins trading on the NYSE, the company’s common stock will remain trading on the NYSE Amex under the symbol “TWO.”

The company’s warrants will remain listed on the NYSE Amex under the symbol “TWO.WS.”

About Two Harbors Investment Corp.

Two Harbors Investment Corp., a Maryland corporation, is a real estate investment trust that invests in residential mortgage-backed securities.  Two Harbors is headquartered in Minnetonka, Minnesota, and is externally managed and advised by PRCM Advisers, LLC, a wholly-owned subsidiary of Pine River Capital Management L.P.  Additional information is available at www.twoharborsinvestment.com.

Additional Information

Stockholders and warrant holders of Two Harbors, and other interested persons, may find additional information regarding the company at the Securities and Exchange Commission’s Internet site at www.sec.gov or by directing requests to: Two Harbors Investment Corp., 601 Carlson Parkway, Suite 330, Minnetonka, MN 55305, telephone 612-238-3300.

Contacts

Investors: Anh Huynh, Investor Relations, Two Harbors Investment Corp., 212-364-3221.