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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934


                Date of Report (Date of earliest event reported)
                                 March 31, 2004


                        ANNALY MORTGAGE MANAGEMENT, INC.
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)



         MARYLAND                       1-13447                 22-3479661
---------------------------           -----------           -------------------
State or Other Jurisdiction           (Commission             (I.R.S. Employer
     Of Incorporation)                File Number)           Identification No.)


      1211 Avenue of the Americas
              Suite 2902
          New York, New York                                        10036
        (Address of Principal                                      --------
          Executive Offices)                                      (Zip Code)
               Offices)

       Registrant's telephone number, including area code: (212) 696-0100


                                    NO CHANGE
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


Item 5.  OTHER EVENTS

         On March 31, 2004, Annaly Mortgage Management, Inc. (the "Company")
entered into an underwriting agreement with Bear, Stearns & Co. Inc. as
representative of the several underwriters (collectively, the "Underwriters"),
relating to the sale of 4,250,000 shares of 7.875% Series A Cumulative
Redeemable Preferred Stock, par value $0.01 per share (the "Series A Preferred
Stock"), and the granting of an over-allotment option for an additional 637,500
shares of Series A Preferred Stock to the Underwriters solely to fulfill
over-allotments. The offering is expected to close on April 5, 2004.

         The aggregate net proceeds, excluding the proceeds the Company may
obtain from the exercise of the over-allotment option, to the Company (after
deducting estimated expenses) are estimated to be approximately $102.8 million.

         Item 7.  FINANCIAL STATEMENTS; PRO FORMA FINANCIAL INFORMATION AND
                   EXHIBITS.

         (a) Not applicable.

         (b) Not applicable.

         (c) Exhibits:

                   1.1        Underwriting Agreement, dated March 31, 2004
                              between the Company and the Underwriters


                                   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.

                                             ANNALY MORTGAGE MANAGEMENT, INC.


                                             By: /s/ Kathryn Fagan
                                                 ----------------------------
                                                 Name:  Kathryn Fagan
                                                 Title: Chief Financial Officer

Dated: April 1, 2004


                                  EXHIBIT INDEX

Exhibit No.                      Description
-----------                      -----------

1.1                              Underwriting Agreement, dated March 31, 2004
                                 between the Company and the Underwriters