On July 13, 2012, Two Harbors Investment Corp., a Maryland corporation (the "Company"), and PRCM Advisers LLC entered into an Underwriting Agreement with Credit Suisse Securities (USA) LLC, Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein (collectively, the "Underwriters") pursuant to which the Company agreed to issue and sell to the Underwriters 50,000,000 shares of its common stock and also agreed to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 7,500,000 additional shares of common stock (collectively, the "Securities"). The Securities were registered with the Securities and Exchange Commission (the "Commission") pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-180791) (as the same may be amended and/or supplemented, the "Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act").

Pursuant to General Instruction F to the Commission's Form 8-K, a copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on 8-K (this "Report"), and the information in the Underwriting Agreement is incorporated into this Item 1.01 by this reference.

The material terms of the Securities are described in the Company's prospectus supplement, as filed with the Commission on July 16, 2012 pursuant to Rule 424(b)(5) of the Securities Act, which relates to the offer and sale of the Securities and supplements the Company's prospectus contained in the Registration Statement, as filed with the Commission on April 18, 2012.

On July 18, 2012, the Company completed its public offering of 57,500,000 shares of common stock, including 7,500,000 shares of common stock issued pursuant to the Underwriters' full exercise of their over-allotment option pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Report.

The following exhibits are filed with this Report pursuant to Item 601 of the Commission's Regulation S-K in lieu of filing the otherwise required exhibits to the Registration Statement. This Report is incorporated by reference into the Registration Statement, and, as such, the Company is incorporating by reference the exhibits to this Report to cause them to be incorporated by reference into the Registration Statement as exhibits thereto. By filing this Report and the exhibits hereto, however, the Company does not believe that any of the information set forth herein or in the exhibits hereto represents, individually or in the aggregate, a "fundamental change" (as such term is used in Item 512(a)(1)(ii) of the Commission's Regulation S-K) in the information set forth in, and incorporated by reference into, the Registration Statement.

(d) Exhibits.

Exhibit
Number                                    Description

1.1          Underwriting Agreement, dated as of July 13, 2012, by and among the
             Company, PRCM Advisers LLC and the representatives of the
             Underwriters.

5.1          Legal Opinion of SNR Denton US LLP.

8.1          Tax Opinion of SNR Denton US LLP.

23.1         Consent of SNR Denton US LLP (included in Exhibit 5.1).

23.2         Consent of SNR Denton US LLP (included in Exhibit 8.1).