Filed Pursuant to Rule 424(b)(5)
Registration No. 333-134404

CALCULATION OF REGISTRATION FEE


Title of each class of securities
to be registered
Amount to be
registered
Proposed maximum
offering price
per unit
Proposed maximum
aggregate
offering price
Amount of
registration fee(1)
Common Stock 57,500,000 $13.50 $776,250,000 $23,830.88
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (or the Securities Act). Payment of the registration fee at the time of filing of the registration statement on May 23, 2006 was deferred pursuant to Rule 456(b) of the Securities Act and paid herewith.

P R O S P E C T U S    S U P P L E M E N T
(To prospectus dated May 23, 2006)

50,000,000 Shares

Annaly Capital Management, Inc.

Common Stock

We are offering 50,000,000 shares of our common stock to be sold in this offering. We expect to receive approximately $675 million in aggregate gross proceeds plus up to approximately $101.25 million in additional aggregate gross proceeds if the underwriters’ overallotment is exercised in full. The last reported sales price of our common stock on March 7, 2007 was $13.63 per share.

Our common stock is subject to certain restrictions on ownership designed to preserve our qualification as a real estate investment trust for federal income tax purposes. See ‘‘Description of Common Stock and Preferred Stock’’ on page 4 of the accompanying prospectus.

Our common stock is listed on the New York Stock Exchange under the symbol ‘‘NLY.’’

Investing in our common stock involves risks that are described under the caption ‘‘Risk Factors’’ beginning on page S-9 and under the caption ‘‘Risk Factors’’ included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, which is incorporated by reference in the accompanying prospectus.


  Per Share Total
Public offering price $13.50 $675,000,000
Underwriting discount $.675 $33,750,000
Proceeds, before expenses, to us $12.825 $641,250,000

We have granted the underwriters the option to purchase within 30 days from the date of this prospectus supplement up to an additional 7,500,000 shares of common stock at the public offering price per share, less discounts and commissions, to cover overallotments.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about March 13, 2007.

Merrill Lynch & Co.

          Citigroup

UBS Investment Bank
Bear, Stearns & Co. Inc.
Credit Suisse
Keefe, Bruyette & Woods
RBC Capital Markets

The date of this prospectus supplement is March 7, 2007.






                                TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Prospectus Supplement Summary............................................    S-1
Risk Factors.............................................................    S-9
Use of Proceeds..........................................................   S-10
Management...............................................................   S-10
Distributions............................................................   S-11
Capitalization...........................................................   S-12
Underwriting.............................................................   S-13
Legal Matters............................................................   S-17

PROSPECTUS

About this Prospectus....................................................      1
A Warning About Forward-Looking Statements ..............................      1
About Annaly Mortgage Management, Inc. ..................................      2
Risk Factors.............................................................      3
Use of Proceeds..........................................................      3
Ratio of Earnings to Combined Fixed Charges and
   Preferred Stock Dividends.............................................      3
Description of Common Stock and Preferred Stock..........................      4
Material Federal Income Tax Considerations...............................     11
Plan of Distribution.....................................................     29
Experts..................................................................     30
Legal Matters............................................................     31
Where You Can Find More Information......................................     31
Incorporation of Certain Documents by Reference..........................     31

         YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. WE HAVE
NOT, AND THE UNDERWRITERS HAVE NOT, AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. IF ANYONE PROVIDES YOU WITH DIFFERENT OF INCONSISTENT
INFORMATION, YOU SHOULD NOT RELY ON IT. WE ARE OFFERING TO SELL, AND SEEKING
OFFERS TO BUY, SHARES OF OUR COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND
SALES ARE PERMITTED. YOU SHOULD ASSUME THAT THE INFORMATION APPEARING IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, AS WELL AS INFORMATION WE
PREVIOUSLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND INCORPORATED BY
REFERENCE, IS ONLY ACCURATE AS OF THEIR RESPECTIVE DATES. OUR BUSINESS,
FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE
THOSE DATES.


                                        i



                   A WARNING ABOUT FORWARD-LOOKING STATEMENTS

     Certain statements contained in this prospectus supplement, and certain
statements contained in our future filings with the Securities and Exchange
Commission (or the SEC or the Commission), in our press releases or in our other
public or stockholder communications may not be based on historical facts and
are "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements, which are based on
various assumptions (some of which are beyond our control), may be identified by
reference to a future period or periods or by the use of forward-looking
terminology, such as "may," "will," "believe," "expect," "anticipate,"
"continue," or similar terms or variations on those terms or the negative of
those terms. Actual results could differ materially from those set forth in
forward-looking statements due to a variety of factors, including, but not
limited to:

     o    changes in interest rates;

     o    changes in the yield curve;

     o    changes in prepayment rates;

     o    the availability of mortgage-backed securities for purchase;

     o    the availability of financing;

     o    changes in the market value of our assets;

     o    changes in business conditions and the general economy;

     o    risks associated with the investment advisory business of our wholly
          owned subsidiary, Fixed Income Discount Advisory Company (or FIDAC),
          including:

          o    the removal by FIDAC's clients of assets FIDAC manages;

          o    FIDAC's regulatory requirements; and

          o    competition in the investment advisory business;

     o    changes in government regulations affecting our business; and

     o    our ability to maintain our qualification as a REIT for federal income
          tax purposes.

     For a discussion of the risks and uncertainties which could cause actual
results to differ from those contained in the forward-looking statements, please
see the risks set forth under the caption "Risk Factors" in this prospectus
supplement and under the caption "Risk Factors" in our Annual Report on Form
10-K for the fiscal year ended December 31, 2006, which is incorporated by
reference in the accompanying prospectus. We do not undertake, and specifically
disclaim any obligation, to publicly release the result of any revisions which
may be made to any forward-looking statements to reflect the occurrence of
anticipated or unanticipated events or circumstances after the date of such
statements.


                                       ii



--------------------------------------------------------------------------------

                          PROSPECTUS SUPPLEMENT SUMMARY

     The following summary highlights information contained elsewhere or
incorporated by reference in this prospectus supplement and the accompanying
prospectus. It may not contain all of the information that is important to you.
Before making a decision to invest in our common stock, you should read
carefully this entire prospectus supplement and the accompanying prospectus,
including the risks set forth under the caption "Risk Factors" in this
prospectus supplement, under the caption "Risk Factors" included in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2006, which is
incorporated by reference in the accompanying prospectus, and the information
set forth under the caption "Where You Can Find More Information" on page 31 of
the accompanying prospectus, as well as the documents incorporated by reference
into this prospectus supplement and the accompanying prospectus. This summary is
qualified in its entirety by the more detailed information and financial
statements, including the notes thereto, appearing elsewhere or incorporated by
reference in this prospectus supplement and the accompanying prospectus. All
references to "we," "our" and "us" in this prospectus supplement mean Annaly
Capital Management, Inc.(formerly known as Annaly Mortgage Management, Inc.) and
all entities owned or controlled by us except where it is made clear that the
term means only the parent company. The term "you" refers to a prospective
investor. Unless otherwise indicated, the information in this prospectus
supplement assumes that the underwriters' overallotment option is not exercised.

                                   THE COMPANY

     We own, manage, and finance a portfolio of investment securities, including
mortgage pass-through certificates, collateralized mortgage obligations (or
CMOs), agency callable debentures, and other securities representing interests
in or obligations backed by pools of mortgage loans. Our principal business
objective is to generate net income for distribution to our stockholders from
the spread between the interest income on our investment securities and the cost
of borrowings to finance our acquisition of investment securities, and from
dividends we receive from FIDAC. We are a Maryland corporation that commenced
operations on February 18, 1997. We are self-advised and self-managed. We
acquired FIDAC on June 4, 2004. FIDAC is a registered investment advisor.

     We have financed our purchases of investment securities with the net
proceeds of equity offerings and borrowings under repurchase agreements whose
interest rates adjust based on changes in short-term market interest rates. We
have elected and believe that we are organized and have operated in a manner
that qualifies us to be taxed as a real estate investment trust (or REIT) under
the Internal Revenue Code of 1986, as amended (or the Code). If we qualify for
taxation as a REIT, we generally will not be subject to federal income tax on
our taxable income that is distributed to our stockholders. Therefore,
substantially all of our assets, other than FIDAC, our taxable REIT subsidiary,
consist of qualified REIT real estate assets (of the type described in Section
856(c)(5)(B) of the Code). We have financed our purchases of investment
securities with the net proceeds of equity offerings and borrowings under
repurchase agreements whose interest rates adjust based on changes in short-term
market interest rates.

                                     ASSETS

     Under our capital investment policy, at least 75% of our total assets must
be comprised of high-quality mortgage-backed securities and short-term
investments. High quality securities means securities that (1) are rated within
one of the two highest rating categories by at least one of the nationally
recognized rating agencies, (2) are unrated but are guaranteed by the United
States government or an agency of the United States government, or (3) are
unrated but we determine them to be of comparable quality to rated high-quality
mortgage-backed securities.

     The remainder of our assets, comprising not more than 25% of our total
assets, may consist of other qualified REIT real estate assets that are unrated
or rated less than high quality, but which are at least "investment grade"
(rated "BBB" or better by Standard & Poor's Rating Services, a division of The
McGraw Hill Companies, Inc. (or S&P) or the equivalent by another nationally
recognized rating agency) or, if not rated, we determine them to be of
comparable credit quality to an investment which is rated "BBB" or better. In
addition, we may directly or indirectly invest part of this remaining 25% of our
assets in other types of securities, including without limitation, unrated debt,
equity or derivative securities, to the extent consistent with our REIT
qualification requirements.

--------------------------------------------------------------------------------


                                      S-1



--------------------------------------------------------------------------------

     We may acquire mortgage-backed securities backed by single-family
residential mortgage loans as well as securities backed by loans on
multi-family, commercial or other real estate-related properties. To date, all
of the mortgage-backed securities that we have acquired have been backed by
single-family residential mortgage loans.

     To date, substantially all of the mortgage-backed securities that we have
acquired have been agency mortgage-backed securities that, although not rated,
carry an implied "AAA" rating. Agency mortgage-backed securities are
mortgage-backed securities for which a government agency or federally chartered
corporation, such as the Federal Home Loan Mortgage Corporation (or FHLMC or
Freddie Mac), the Federal National Mortgage Association (or FNMA or Fannie Mae),
or the Government National Mortgage Association (or GNMA or Ginnie Mae),
guarantees payments of principal or interest on the securities. Agency
mortgage-backed securities consist of agency pass-through certificates and CMOs
issued or guaranteed by an agency. Pass-through certificates provide for a
pass-through of the monthly interest and principal payments made by the
borrowers on the underlying mortgage loans. CMOs divide a pool of mortgage loans
into multiple tranches with different principal and interest payment
characteristics.

     At December 31, 2006, approximately 20% of our investment securities were
adjustable-rate pass-through certificates, approximately 72% of our investment
securities were fixed-rate pass-through certificates or CMOs, and approximately
8% of our investment securities were adjustable rate CMOs (or CMO floaters). Our
adjustable-rate pass-through certificates are backed by adjustable-rate mortgage
loans and have coupon rates which adjust over time, subject to interest rate
caps and lag periods, in conjunction with changes in short-term interest rates.
Our fixed-rate pass-through certificates are backed by fixed-rate mortgage loans
and have coupon rates which do not adjust over time. CMO floaters are tranches
of mortgage-backed securities where the interest rate adjusts in conjunction
with changes in short-term interest rates. CMO floaters may be backed by
fixed-rate mortgage loans or, less often, by adjustable-rate mortgage loans. In
this prospectus supplement, except where the context indicates otherwise, we use
the term "adjustable-rate securities" or "adjustable-rate investment securities"
to refer to adjustable-rate pass-through certificates, CMO floaters, and agency
debentures. At December 31, 2006, the weighted average yield on our portfolio of
earning assets was 5.63% and the weighted average term to next rate adjustment
on adjustable rate securities was 19 months.

     We may also invest in Federal Home Loan Bank (or FHLB), FHLMC, and FNMA
debentures. We intend to continue to invest in adjustable-rate pass-through
certificates, fixed-rate mortgage-backed securities, CMO floaters, and agency
debentures. Although we have not done so to date, we may also invest on a
limited basis in mortgage derivative securities representing the right to
receive interest only or a disproportionately large amount of interest. We have
not and will not invest in real estate mortgage investment conduit (or REMIC)
residuals, other CMO residuals or any mortgage-backed securities, such as fixed
income instruments with an interest rate that varies with a short term interest
rate index in such a way that the yield is inversely related to the market rate
of interest opposite of the floater, that have embedded leverage as part of
their structural characteristics.

                                   BORROWINGS

     We attempt to structure our borrowings to have interest rate adjustment
indices and interest rate adjustment periods that, on an aggregate basis,
correspond generally to the interest rate adjustment indices and periods of our
adjustable-rate investment securities. However, periodic rate adjustments on our
borrowings are generally more frequent than rate adjustments on our investment
securities. At December 31, 2006, the weighted average cost of funds for all of
our borrowings was 5.14%, the weighted average original term to maturity was 194
days, and the weighted average term to next rate adjustment of these borrowings
was 125 days.

     We generally expect to maintain a ratio of debt-to-equity of between 8:1
and 12:1, although the ratio may vary from time to time depending upon market
conditions and other factors that our management deems relevant. For purposes of
calculating this ratio, our equity is equal to the value of our investment
portfolio on a mark-to-market basis, less the book value of our obligations
under repurchase agreements and other collateralized borrowings. At December 31,
2006, our ratio of debt-to-equity was 10.4:1.

--------------------------------------------------------------------------------


                                      S-2



--------------------------------------------------------------------------------

                                     HEDGING

     To the extent consistent with our election to qualify as a REIT, we enter
into hedging transactions to attempt to protect our investment securities and
related borrowings against the effects of major interest rate changes. This
hedging would be used to mitigate declines in the market value of our investment
securities during periods of increasing or decreasing interest rates and to
limit or cap the interest rates on our borrowings. These transactions would be
entered into solely for the purpose of hedging interest rate or prepayment risk
and not for speculative purposes.

            COMPLIANCE WITH REIT AND INVESTMENT COMPANY REQUIREMENTS

     We constantly monitor our investment securities and the income from these
securities and, to the extent we enter into hedging transactions, we monitor
income from our hedging transactions as well, so as to ensure at all times that
we maintain our qualification as a REIT and our exempt status under the
Investment Company Act of 1940, as amended.

                     FIXED INCOME DISCOUNT ADVISORY COMPANY

     FIDAC is a registered investment advisor which specializes in managing
fixed income securities. FIDAC expanded its line of business in 2006 to include
the management of equity securities, initially for us and an affiliated person,
and collateralized debt obligations. FIDAC generally receives annual net
investment advisory fees of approximately 10 to 20 basis points of the gross
assets it manages, assists in managing or supervises. At December 31, 2006,
FIDAC had under management approximately $2.6 billion in net assets and $15.1
billion in gross assets, compared to $2.3 billion in net assets and $18.7
billion in gross assets at December 31, 2005. Net investment advisory and
service fees for the years ended December 31, 2006, 2005, and 2004 totaled $18.9
million, $27.6 million, and $9.7 million, respectively, net of fees paid to
third parties pursuant to distribution service agreements for facilitating and
promoting distribution of shares or units to FIDAC's clients. Gross assets under
management will vary from time to time because of changes in the amount of net
assets FIDAC manages as well as changes in the amount of leverage used by the
various funds and accounts FIDAC manages. Although net assets under management
increased by approximately $300 million from December 31, 2005 to December 31,
2006, gross assets under management declined during the same time period, as
leverage declined on the assets under management. FIDAC's net advisory fees are
included in our consolidated financial statements following our acquisition of
FIDAC on June 4, 2004.

                              OUR BUSINESS STRATEGY

     Our principal business objective is to generate income for distribution to
our stockholders, primarily from the net cash flows on our investment
securities. Our net cash flows result primarily from the difference between the
interest income on our investment securities and borrowing costs of our
repurchase agreements and from dividends we receive from FIDAC. To achieve our
business objective and generate dividend yields, our strategy is:

     o    to purchase mortgage-backed securities, the majority of which we
          expect to have adjustable interest rates based on changes in
          short-term market interest rates;

     o    to acquire mortgage-backed securities that we believe:

          o    we have the necessary expertise to evaluate and manage;

          o    we can readily finance;

          o    are consistent with our balance sheet guidelines and risk
               management objectives; and

          o    provide attractive investment returns in a range of scenarios;

--------------------------------------------------------------------------------


                                      S-3



--------------------------------------------------------------------------------

     o    to finance purchases of mortgage-backed securities with the proceeds
          of equity offerings and, to the extent permitted by our capital
          investment policy, to utilize leverage to increase potential returns
          to stockholders through borrowings;

     o    to attempt to structure our borrowings to have interest rate
          adjustment indices and interest rate adjustment periods that, on an
          aggregate basis, generally correspond to the interest rate adjustment
          indices and interest rate adjustment periods of our adjustable-rate
          mortgage-backed securities;

     o    to seek to minimize prepayment risk by structuring a diversified
          portfolio with a variety of prepayment characteristics and through
          other means; and

     o    to issue new equity or debt and increase the size of our balance sheet
          when opportunities in the market for mortgage-backed securities are
          likely to allow growth in earnings per share.

     We believe we are able to obtain cost efficiencies through our
facilities-sharing arrangement with FIDAC and by virtue of our management's
experience in managing portfolios of mortgage-backed securities and arranging
collateralized borrowings. We will strive to become even more cost-efficient
over time by:

     o    seeking to raise additional capital from time to time in order to
          increase our ability to invest in mortgage-backed securities;

     o    striving to lower our effective borrowing costs over time by seeking
          direct funding with collateralized lenders, rather than using
          financial intermediaries, and investigating the possibility of using
          commercial paper and medium term note programs;

     o    improving the efficiency of our balance sheet structure by
          investigating the issuance of uncollateralized subordinated debt,
          preferred stock and other forms of capital; and

     o    utilizing information technology in our business, including improving
          our ability to monitor the performance of our investment securities
          and to lower our operating costs.

--------------------------------------------------------------------------------


                                      S-4



--------------------------------------------------------------------------------

                               RECENT DEVELOPMENTS

DIVIDENDS

     On February 15, 2007, we declared a cash dividend of $0.492188 per share on
shares of our 7.875% Series A Cumulative Redeemable Preferred Stock (or Series A
Preferred Stock). The dividend is payable on April 2, 2007 to stockholders of
record of our Series A Preferred Stock as of March 1, 2007.

     On February 15, 2007, we declared a cash dividend of $0.375 per share on
shares of our 6% Series B Cumulative Convertible Preferred Stock (or Series B
Preferred Stock). The dividend is payable on April 2, 2007 to stockholders of
record of our Series B Preferred Stock as of March 1, 2007.

                              CORPORATE INFORMATION

     Our principal executive offices are located at 1211 Avenue of Americas,
Suite 2902, New York, New York 10036. Our telephone number is (212) 696-0100.
Our website is http://www.annaly.com. The contents of our website are not a part
of this prospectus supplement or the accompanying prospectus. Our shares of
common stock are traded on the NYSE under the symbol "NLY."

--------------------------------------------------------------------------------


                                      S-5



--------------------------------------------------------------------------------

                          SUMMARY FINANCIAL INFORMATION

     The summary financial information set forth below is derived from our
audited consolidated financial statements for the fiscal years ended December
31, 2006, 2005, 2004, 2003, and 2002. Our financial statements include, for the
periods following June 4, 2004, the investment advisory business that we
acquired from the stockholders of FIDAC on June 4, 2004. The following selected
financial information should be read in conjunction with our more detailed
information contained in the consolidated financial statements and notes thereto
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006,
which are incorporated by reference into the accompanying prospectus and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2006, which is incorporated by reference into the accompanying
prospectus.

     In addition to our Series A Preferred Stock, which is equity, for the
purpose of computing ratios relating to equity measures presented in the summary
financial information below, equity includes our Series B Preferred Stock, which
under GAAP has been treated as temporary equity.



                                                             FOR THE YEARS ENDED DECEMBER 31,
                                                  -------------------------------------------------------
                                                     2006         2005       2004       2003       2002
                                                  ----------   ---------   --------   --------   --------
                                                      (dollars in thousands, except per share amounts)

STATEMENT OF OPERATIONS DATA
   Interest income ............................   $1,221,882   $ 705,046   $532,328   $337,433   $404,165
   Interest expense ...........................    1,055,013     568,560    270,116    182,004    191,758
                                                  ----------   ---------   --------   --------   --------
      NET INTEREST INCOME......................      166,869     136,486    262,212    155,429    212,407
                                                  ----------   ---------   --------   --------   --------
OTHER (LOSS) INCOME:
      Investment advisory and service fees ....       22,351      35,625     12,512         --         --
      (Loss) gain on sale of investment
         securities ...........................       (3,862)    (53,238)     5,215     40,907     21,063
      Gain on termination of
         interest rate swaps ..................       10,674          --         --         --         --
      Income from trading securities ..........        3,994          --         --         --         --
      Loss on other-than-temporarily
         impaired securities ..................      (52,348)    (83,098)        --         --         --
                                                  ----------   ---------   --------   --------   --------
         TOTAL OTHER (LOSS) INCOME ............      (19,191)   (100,711)    17,727     40,907     21,063
                                                  ----------   ---------   --------   --------   --------
EXPENSES:
      Distribution fees .......................        3,444       8,000      2,860         --         --
      General and administrative expenses .....       40,063      26,278     24,029     16,233     13,963
                                                  ----------   ---------   --------   --------   --------
         TOTAL EXPENSES .......................       43,507      34,278     26,889     16,233     13,963
                                                  ----------   ---------   --------   --------   --------
      Impairment of intangible for
         customer relationships ...............        2,493          --         --         --         --
                                                  ----------   ---------   --------   --------   --------
INCOME BEFORE INCOME TAXES AND MINORITY
   INTEREST ...................................      101,678       1,497    253,050    180,103    219,507
INCOME TAXES ..................................        7,538      10,744      4,458         --         --
                                                  ----------   ---------   --------   --------   --------
INCOME (LOSS) BEFORE MINORITY INTEREST ........       94,140      (9,247)   248,592    180,103    219,507
MINORITY INTEREST .............................          324          --         --         --         --
                                                  ----------   ---------   --------   --------   --------
NET INCOME (LOSS) .............................       93,816      (9,247)   248,592    180,103    219,507
DIVIDENDS ON PREFERRED STOCK ..................       19,557      14,593      7,745         --         --
                                                  ----------   ---------   --------   --------   --------
NET INCOME AVAILABLE (LOSS RELATED) TO
   COMMON SHAREHOLDERS ........................   $   74,259    ($23,840)  $240,847   $180,103   $219,507
                                                  ==========   =========   ========   ========   ========
Basic net income (loss) per average
   common share ...............................   $     0.44      ($0.19)  $   2.04   $   1.95   $   2.68
Diluted net income (loss) per average
   common share ...............................   $     0.44      ($0.19)  $   2.03   $   1.94   $   2.67
Dividends declared per common share ...........   $     0.57   $    1.04   $   1.98   $   1.95   $   2.67
Dividends declared per preferred
   Series A share .............................   $     1.97   $    1.97   $   1.45         --         --
Dividends declared per preferred
   Series B share .............................   $     1.08          --         --         --         --


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                                      S-6



--------------------------------------------------------------------------------



                                                             FOR THE YEARS ENDED DECEMBER 31,
                                         ----------------------------------------------------------------------
                                             2006           2005           2004          2003           2002
                                         ------------   ------------   ------------   -----------   -----------
                                                   (dollars in thousands, except per share amounts)

BALANCE SHEET DATA
   Mortgage-Backed Securities, at
      fair value .....................   $ 30,167,509   $ 15,929,864   $ 19,038,386   $11,956,512   $11,551,857
   Agency Debentures, at fair value ..         49,500             --        390,509       978,167            --
   Total assets ......................     30,715,980     16,063,422     19,560,299    12,990,286    11,659,084
   Repurchase agreements .............     27,514,020     13,576,301     16,707,879    11,012,903    10,163,174
   Total liabilities .................     28,056,149     14,559,399     17,859,829    11,841,066    10,579,018
   Stockholders' equity ..............      2,543,041      1,504,023      1,700,470     1,149,220     1,080,066
   Number of common shares outstanding    205,345,591    123,684,931    121,263,000    96,074,096    84,569,206

OTHER DATA
   Average total assets ..............   $ 23,130,057   $ 18,724,075   $ 17,293,174   $12,975,039   $10,486,423
   Average investment securities .....     23,029,195     18,543,749     16,399,184    12,007,333     9,575,365
   Average borrowings ................     21,399,130     17,408,828     15,483,118    11,549,368     9,128,933
   Average equity ....................      2,006,206      1,614,743      1,550,076     1,122,633       978,107
   Yield on average interest
      earning assets .................           5.31%          3.80%          3.25%         2.81%         4.22%

   Cost of funds on average interest
      bearing liabilities ............           4.93%          3.27%          1.74%         1.58%         2.10%

   Interest rate spread ..............           0.38%          0.53%          1.51%         1.23%         2.12%

FINANCIAL RATIOS
   Net interest margin (net interest
         income/average total assets)            0.72%          0.73%          1.52%         1.20%         2.03%
   G&A expense as a percentage of
      average total assets ...........           0.17%          0.14%          0.14%         0.13%         0.13%
   G&A expense as a percentage of
      average equity .................           2.00%          1.63%          1.55%         1.45%         1.43%
   Return on average total assets ....           0.41%         (0.05)%         1.44%         1.39%         2.09%
   Return on average equity ..........           4.68%         (0.57)%        16.04%        16.04%        22.44%


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                                      S-7



--------------------------------------------------------------------------------

                                  THE OFFERING

Issuer........................   Annaly Capital Management, Inc.

Common stock offered by us....   50,000,000 shares (plus up to an additional
                                 7,500,000 shares of our common stock that we
                                 may issue and sell upon the exercise of the
                                 underwriters' overallotment option)

Common stock to be outstanding
   after this offering........   255,350,591 shares, based upon 205,350,591
                                 shares of common stock outstanding as of
                                 February 26, 2007. Does not include up to an
                                 additional 7,500,000 shares of our common stock
                                 that we may issue and sell upon the exercise of
                                 the underwriters' overallotment option. Does
                                 not include 2,979,995 shares of our common
                                 stock issuable upon the exercise of outstanding
                                 options granted pursuant to our long-term
                                 incentive plan. Does not include shares of our
                                 common stock issuable upon the conversion of
                                 4,600,000 shares of our Series B Preferred
                                 Stock.

NYSE symbol...................   "NLY".

Use of proceeds...............   We intend to use the net proceeds of this
                                 offering to purchase mortgage-backed
                                 securities. We then intend to increase our
                                 investment assets by borrowing against these
                                 mortgage-backed securities and using the
                                 proceeds of such borrowings to acquire
                                 additional mortgage-backed securities. We also
                                 intend to use the net proceeds from this
                                 offering for general corporate purposes, which
                                 may include additional investments.

Risk factors..................   See the risks set forth under the caption "Risk
                                 Factors" in this prospectus supplement, under
                                 the caption "Risk Factors" in our Annual Report
                                 on Form 10-K for the fiscal year ended December
                                 31, 2006, which is incorporated by reference in
                                 the accompanying prospectus.

     Unless otherwise indicated, all offering information in this prospectus
supplement is based on the number of shares of common stock and number of
options to purchase shares of common stock outstanding as of March 1, 2007.
Unless otherwise indicated, that number of shares of common stock does not
include the 7,500,000 shares of common stock that may be issued if the
underwriters' overallotment option is exercised in full.

--------------------------------------------------------------------------------


                                      S-8



                                  RISK FACTORS

     In evaluating an investment in our common stock, you should carefully
consider the following factors and the risks that are described under the
caption "Risk Factors" included in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2006, which is incorporated by reference in the
accompanying prospectus.

      A FLAT YIELD CURVE HAS ADVERSE CONSEQUENCES TO OUR OPERATING RESULTS.

     We generate income based upon the spread between the interest payments we
earn on our investment securities and the interest payments we must make on our
borrowings. We generally borrow on a short term basis and our investment
securities earn a return based on relatively longer term interest rates.
Accordingly, during periods of a flattening yield curve, such as we have been
recently experiencing, our returns are negatively impacted by interest rate
spread compression relative to prior periods in which the yield curve was
steeper. We can offer no assurances that we will not continue to be negatively
impacted by a flat yield curve.


                                      S-9



                                 USE OF PROCEEDS

     We expect that the net proceeds to us from this offering of our common
stock (after deducting underwriting discounts and commissions and estimated
offering expenses) will be approximately $641.0 million ($737.2 million if the
underwriters' overallotment option is exercised in full) calculated at an
offering price of $13.50 per share. We intend to use the net proceeds from this
offering:

          (i) to purchase mortgage-backed securities. We then intend to increase
our investment assets by borrowing against these mortgage-backed securities and
using the proceeds of such borrowings to acquire additional mortgage-backed
securities; and

          (ii) for general corporate purposes, which may include additional
investments.

                                   MANAGEMENT

     The following table sets forth certain information as of March 1, 2007
concerning our executive officers:

         Name                  Age         Position Held With the Company
----------------------------   ---   -------------------------------------------
Michael A.J. Farrell            55   Chairman of the Board, Chief Executive
                                     Officer and President
Wellington J. Denahan-Norris    43   Vice Chairman of the Board, Chief
                                     Investment Officer and Chief Operating
                                     Officer
Kathryn F. Fagan                40   Chief Financial Officer and Treasurer
R. Nicholas Singh               48   Executive Vice President, General Counsel,
                                     Secretary and Chief Compliance Officer
James P. Fortescue              33   Executive Vice President and Head of
                                     Liabilities
Kristopher Konrad               32   Executive Vice President and Co-Head
                                     Portfolio Management
Rose-Marie Lyght                33   Executive Vice President and Co-Head
                                     Portfolio Management
Jeremy Diamond                  43   Managing Director
Ronald Kazel                    39   Managing Director

     Mr. Farrell and Ms. Denahan-Norris have an average of 25 years experience
in the investment banking and investment management industries where, in various
capacities, they have each managed portfolios of mortgage-backed securities,
arranged collateralized borrowings and utilized hedging techniques to mitigate
interest rate and other risk within fixed-income portfolios. Ms. Fagan is a
certified public accountant and, prior to becoming our Chief Financial Officer
and Treasurer, served as Chief Financial Officer and Controller of a publicly
owned savings and loan association. Mr. Singh joined us in February 2005. Prior
to that, he was a partner in the law firm of McKee Nelson LLP, and prior to
that, a partner in Sidley Austin Brown & Wood LLP. Mr. Fortescue joined us in
1997. Mr. Konrad joined us in 1997. Ms. Lyght joined us in April 1999. Mr.
Diamond joined us in March 2002. From 1990 to 2002 he was President of Grant's
Financial Publishing. Mr. Kazel joined us in December 2001. Prior to that he was
a Senior Vice-President in Friedman Billings Ramsey's financial services
investment banking group. We had 34 full-time employees at December 31, 2006.


                                      S-10



                                  DISTRIBUTIONS

     To maintain our qualification as a REIT, we must distribute substantially
all of our taxable income to our stockholders for each year. We have done this
in the past and intend to continue to do so in the future. We also have declared
and paid regular quarterly dividends in the past and intend to do so in the
future. We have adopted a dividend reinvestment plan to enable common
stockholders to reinvest dividends automatically in additional shares of common
stock.

     The following table sets forth the cash distributions declared per common
share during each of our last three fiscal years and the cash distributions
declared per share of Series A Preferred Stock and Series B Preferred Stock
during each of our last three fiscal years since the creation of the Series A
Preferred Stock and Series B Preferred Stock.

     On February 15, 2007, we declared a cash dividend of $0.492188 per share on
shares of our Series A Preferred Stock. On February 15, 2007, we declared a cash
dividend of $0.375 per share on shares of our Series B Preferred Stock. We have
not determined the amount of a cash dividend, if any, that we may declare in the
first quarter of 2007 on shares of our Common Stock.



                                   CASH DISTRIBUTIONS     CASH DISTRIBUTIONS      CASH DISTRIBUTIONS
                                  DECLARED PER COMMON   DECLARED PER SERIES A   DECLARED PER SERIES B
                                         SHARE             PREFERRED SHARE         PREFERRED SHARE
                                  -------------------   ---------------------   ----------------------

2006
First quarter..................          $0.11                $0.492188                      --
Second quarter.................          $0.13                $0.492188               $0.329167
Third quarter..................          $0.14                $0.492188               $   0.375
Fourth quarter.................          $0.19                $0.492188               $   0.375
2005
First quarter..................          $0.45                $0.492188                      --
Second quarter.................          $0.36                $0.492188                      --
Third quarter..................          $0.13                $0.492188                      --
Fourth quarter.................          $0.10                $0.492188                      --
2004
First quarter..................          $0.50                       --                      --
Second quarter.................          $0.48                $0.470000                      --
Third quarter..................          $0.50                $0.490000                      --
Fourth quarter.................          $0.50                $0.494375                      --


         We have not established a minimum distribution payment level on our
common stock and our ability to pay distributions on our common stock may be
adversely affected for as a result of the risks set forth under the caption
"Risk Factors" in this prospectus supplement and under the caption "Risk
Factors" in our Annual Report on Form 10-K for the fiscal year ended December
31, 2006, which is incorporated by reference in the accompanying prospectus. All
distributions will be made at the discretion of our board of directors and will
depend on our earnings, our financial condition, maintenance of our REIT status
and such other factors as our board of directors may deem relevant from time to
time.


                                      S-11



                                 CAPITALIZATION

     The following table sets forth our capitalization as of December 31, 2006
(i) on a historical basis and (ii) as adjusted for the sale of 50,000,000 shares
of our common stock at an offering price of $13.50 per share. This presentation
should be read in conjunction with our more detailed information contained in
the consolidated financial statements and notes thereto in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2006, which are incorporated by
reference into the accompanying prospectus and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2006, which is
incorporated by reference into the accompanying prospectus.



                                                                       AS OF DECEMBER 31, 2006
                                                                    -----------------------------
                                                                                  AS ADJUSTED FOR
                                                                       ACTUAL      THIS OFFERING
                                                                    -----------   ---------------
                                                                    (dollars in thousands, except
                                                                        per share amounts)

6% Series B Cumulative Convertible Preferred Stock: 4,600,000
   shares authorized, issued and outstanding ....................   $  111,466      $  111,466
                                                                    ----------      ----------
STOCKHOLDERS' EQUITY:
7.875% Series A Cumulative Redeemable Preferred Stock: 7,637,500
   shares authorized, 7,412,500 shares issued and outstanding ...      177,088         177,088

Common stock: par value $.01 per share; 487,762,500 shares
   authorized, 205,345,591 shares issued and outstanding (2) ....        2,053           2,553
Additional paid-in capital(2) ...................................    2,615,016       3,255,516 (1)(2)
Accumulated other comprehensive loss ............................      (76,112)        (76,112)(1)(2)
Accumulated deficit .............................................     (175,004)       (175,004)
                                                                    ----------      ----------
TOTAL STOCKHOLDERS' EQUITY ......................................    2,543,041       3,184,041 (1)(2)
TOTAL CAPITALIZATION ............................................   $2,654,507      $3,295,507 (1)(2)
                                                                    ==========      ==========


----------
(1)  Reflects the consummation of this offering of 50,000,000 shares at an
     offering price of $13.50 per share of our common stock from which we expect
     to receive net proceeds of approximately $641.0 million, net of
     underwriting discounts and commission and other estimated expenses. Does
     not include up to an additional 7,500,000 shares of our common stock that
     we may issue and sell upon the exercise of the underwriters' overallotment
     option.

(2)  Does not include 2,979,995 shares of our common stock issuable upon the
     exercise of outstanding options granted pursuant to our long-term incentive
     plan as of March 1, 2007. Does not include shares of our common stock
     issuable upon the conversion of 4,600,000 shares of our Series B Preferred
     Stock.


                                      S-12



                                  UNDERWRITING

     We intend to offer the shares through the underwriters. Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and UBS
Securities LLC are acting as representatives of the underwriters named below.
Subject to the terms and conditions described in a purchase agreement among us
and the underwriters, the underwriters severally have agreed to purchase from us
the number of shares listed opposite their names below.

                                                                        NUMBER
                       UNDERWRITER                                     OF SHARES
-------------------------------------------------------------------   ----------
Merrill Lynch, Pierce, Fenner & Smith
   Incorporated ...................................................   22,500,000
Citigroup Global Markets Inc. .....................................    7,500,000
UBS Securities LLC ................................................    7,500,000
Bear, Stearns & Co. Inc. ..........................................    3,750,000
Credit Suisse Securities (USA) LLC ................................    3,750,000
Keefe, Bruyette & Woods, Inc. .....................................    2,500,000
RBC Capital Markets Corporation ...................................    2,500,000
                                                                      ----------
   Total ..........................................................   50,000,000
                                                                      ==========

     The underwriters have agreed to purchase all of the shares sold under the
purchase agreement if any of these shares are purchased. If an underwriter
defaults, the purchase agreement provides that the purchase commitments of the
nondefaulting underwriters may be increased or the purchase agreement may be
terminated.

     We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or to
contribute to payments the underwriters may be required to make in respect of
those liabilities.

     The underwriters are offering the shares, subject to prior sale, when, as
and if issued to and accepted by them, subject to approval of legal matters by
their counsel, including the validity of the shares, and other conditions
contained in the purchase agreement, such as the receipt by the underwriters of
officer's certificates and legal opinions. The underwriters reserve the right to
withdraw, cancel or modify offers to the public and to reject orders in whole or
in part.

COMMISSIONS AND DISCOUNTS

     The representatives have advised us that the underwriters propose initially
to offer the shares to the public at the public offering price on the cover page
of this prospectus supplement and to dealers at that price less a concession not
in excess of $.40 per share. The underwriters may allow, and the dealers may
reallow, a discount not in excess of $.10 per share to other dealers. After the
public offering, the public offering price, concession and discount may be
changed.

     The following table shows the public offering price, underwriting discount
and proceeds before expenses to us. The information assumes either no exercise
or full exercise by the underwriters of their overallotment options.

                                       PER SHARE   WITHOUT OPTION    WITH OPTION
                                       ---------   --------------   ------------
Public offering price ..............    $ 13.50     $675,000,000    $776,250,000
Underwriting discount ..............    $  .675     $ 33,750,000    $ 38,812,500
Proceeds, before expenses, to us ...    $12.825     $641,250,000    $737,437,500

     The expenses of the offering, not including the underwriting discount, are
estimated at $250,000 and are payable by us.


                                      S-13



OVERALLOTMENT OPTION

     We have granted options to the underwriters to purchase up to 7,500,000
additional shares at the public offering price less the underwriting discount.
The underwriters may exercise these options for 30 days from the date of this
prospectus supplement solely to cover any overallotments. If the underwriters
exercise these options, each will be obligated, subject to conditions contained
in the purchase agreement, to purchase a number of additional shares
proportionate to that underwriter's initial amount reflected in the above table.

NO SALES OF SIMILAR SECURITIES

     Pursuant to certain "lock-up" agreements, we and our executive officers and
directors have agreed, subject to certain exceptions, not to offer, sell,
contract to sell, announce any intention to sell, pledge or otherwise dispose
of, directly of indirectly, or file with the SEC a registration statement under
the Securities Act relating to, any common shares or securities convertible into
or exchangeable or exercisable for any common shares without the prior written
consent of Merrill Lynch for a period of 90 days after the date of this
prospectus supplement. Specifically, we and these other individuals have agreed
not to directly or indirectly:

     o    offer, pledge, sell or contract to sell any common stock;

     o    sell any option or contract to purchase any common stock;

     o    purchase any option or contract to sell any common stock;

     o    grant any option, right or warrant for the sale of any common stock;

     o    lend or otherwise dispose of or transfer any common stock;

     o    request or demand that we file a registration statement related to the
          common stock; or

     o    enter into any swap or other agreement that transfers, in whole or in
          part, the economic consequence of ownership of any common stock
          whether any such swap or transaction is to be settled by delivery of
          shares or other securities, in cash or otherwise.

     This lock-up provision applies to common stock and to securities
convertible into or exchangeable or exercisable for or repayable with common
stock. It also applies to common stock owned now or acquired later by the person
executing the agreement or for which the person executing the agreement later
acquires the power of disposition. The 90-day restricted period will be
automatically extended if (1) during the last 17 days of the 90-day restricted
period issue an earnings release or material news or a material event relating
to us occurs or (2) prior to the expiration of the 90-day restricted period, we
announce that we will release earnings results or becomes aware that material
news or a material event will occur during the 16-day-period beginning on the
last day of the 90-day restricted period, in which case the restrictions
described above will continue to apply until the expiration of the 18-day period
beginning on the issuance of the earnings release or the occurrence of the
material news or material event. The exceptions permit us, among other things
and subject to restrictions, to: (a) issue common stock or options pursuant to
our long term stock incentive plan or pursuant to the exercise of employee stock
options or other awards, and (b) issue common stock pursuant to our stock
dividend reinvestment plan.

NEW YORK STOCK EXCHANGE LISTING

     Our shares of common stock are listed on the New York Stock Exchange under
the symbol "NLY."


                                      S-14



PRICE STABILIZATION, SHORT POSITIONS

     Until the distribution of the shares is completed, SEC rules may limit
underwriters and selling group members from bidding for and purchasing our
common stock. However, the representatives may engage in transactions that
stabilize the price of the common stock, such as bids or purchases to peg, fix
or maintain that price.

     If the underwriters create a short position in the common stock in
connection with the offering, i.e., if they sell more shares than are listed on
the cover of this prospectus, the representatives may reduce that short position
by purchasing shares in the open market. The representatives may also elect to
reduce any short position by exercising all or part of the overallotment option
described above. Purchases of the common stock to stabilize its price or to
reduce a short position may cause the price of the common stock to be higher
than it might be in the absence of such purchases.

     Neither we nor any of the underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the common stock. In addition, neither
we nor any of the underwriters makes any representation that the representatives
will engage in these transactions or that these transactions, once commenced,
will not be discontinued without notice.

SELLING RESTRICTIONS

     In relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (or, individually, a Relevant Member
State), each underwriter has represented and agreed that with effect from and
including the date on which the Prospectus Directive is implemented in that
Relevant Member State (or the Relevant Implementation Date) it has not made and
will not make an offer of common stock to the public in that Relevant Member
State prior to the publication of a prospectus in relation to the common stock
which has been approved by the competent authority in that Relevant Member State
or, where appropriate, approved in another Relevant Member State and notified to
the competent authority in that Relevant Member State, all in accordance with
the Prospectus Directive, except that it may, with effect from and including the
Relevant Implementation Date, make an offer of common stock to the public in
that Relevant Member State at any time:

     o    to legal entities which are authorized or regulated to operate in the
          financial markets or, if not so authorized or regulated, whose
          corporate purpose is solely to invest in securities;

     o    to any legal entity which has two or more of (i) an average of at
          least 250 employees during the last financial year; (ii) a total
          balance sheet of more than (euro)43,000,000 and (iii) an annual net
          turnover of more than (euro)50,000,000, as shown in its last annual or
          consolidated accounts; or

     o    in any other circumstances which do not require the publication by the
          Issuer of a prospectus pursuant to Article 3 of the Prospectus
          Directive.

     For the purposes of this provision, the expression an "offer of common
stock to the public" in relation to any common stock in any Relevant Member
State means the communication in any form and by any means of sufficient
information on the terms of the offer and the common stock to be offered so as
to enable an investor to decide to purchase or subscribe the common stock, as
the same may be varied in that Relevant Member State by any measure implementing
the Prospectus Directive in that Relevant Member State and the expression
Prospectus Directive means Directive 2003/71/EC and includes any relevant
implementing measure in each Relevant Member State.

     Each underwriter has represented and agreed that:

     o    it has not made and will not make an offer of the common stock to the
          public in the United Kingdom prior to the publication of a prospectus
          in relation to the common stock and the offer that has been approved
          by the FSA or, where appropriate, approved in another Member State and
          notified to the FSA, all in accordance with the Prospectus Directive,
          except that it may make an offer of the common stock to persons who
          fall within the definition of "qualified investor" as that


                                      S-15



          term is defined in Section 86 (7) of FSMA, or otherwise in
          circumstances which do not result in an offer of transferable
          securities to the public in the United Kingdom within the meaning of
          FSMA;

     o    it has only communicated or caused to be communicated and will only
          communicate or cause to be communicated any invitation or inducement
          to engage in investment activity (within the meaning of Section 21 of
          FSMA) received by it in connection with the issue or sale of any
          common stock in circumstances in which Section 21(1) of FSMA does not
          apply to it; and

     o    it has complied and will comply with all applicable provisions of FSMA
          with respect to anything done by it in relation to the common stock
          in, from or otherwise involving the United Kingdom.

INTERNET DISTRIBUTION

     Merrill Lynch will be facilitating internet distribution for this offering
to certain of its internet subscription customers. Merrill Lynch intends to
allocate a limited number of shares for sale to its online brokerage customers.
An electronic prospectus supplement is available on the internet web site
maintained by Merrill Lynch. Other than the prospectus in electronic format, the
information on the Merrill Lynch web site is not part of this prospectus
supplement.

OTHER RELATIONSHIPS

     Certain of the underwriters and their respective affiliates have, from time
to time, performed, and may in the future perform, various financial advisory
and investment banking services for us, for which they received or will receive
customary fees and expenses. In addition, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Citigroup Global Markets Inc., UBS Securities LLC, Bear, Stearns &
Co. Inc., Credit Suisse Securities (USA) LLC and RBC Capital Markets Corporation
or their respective affiliates have been or are lenders under one or more of our
secured repurchase credit facilities, and we have entered into interest rate
swap agreements with certain of the underwriters. Certain of the underwriters
and their respective affiliates are or have been counterparties to securities
and other trading activities with us. Merrill Lynch, Pierce, Fenner & Smith
Incorporated acts as a sales agent under our ATM Equity Offeringsm Sales
Agreement. UBS Securities LLC acts as a sales agent under our ATM Equity Sales
Agreement.


                                      S-16



                                  LEGAL MATTERS

     Certain legal matters relating to this offering will be passed upon for us
by Kirkpatrick & Lockhart Preston Gates Ellis LLP, Washington, D.C. In addition,
the description of federal income tax consequences contained in the section of
the accompanying prospectus entitled "Material Federal Income Tax
Considerations" is based on the opinion of McKee Nelson LLP. Certain legal
matters relating to this offering will be passed upon for the underwriters by
Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York.


                                      S-17



PROSPECTUS

                        ANNALY MORTGAGE MANAGEMENT, INC.

                        COMMON STOCK AND PREFERRED STOCK

     By this prospectus, we may offer, from time to time, shares of our:

          o    common stock;

          o    preferred stock; or

          o    any combination of the foregoing.

     We will provide specific terms of each issuance of these securities in
supplements to this prospectus. You should read this prospectus and any
supplement carefully before you decide to invest.

     This prospectus may not be used to consummate sales of these securities
unless it is accompanied by a prospectus supplement.

     The New York Stock Exchange lists our common stock under the symbol "NLY"
and our 7.875% Series A Cumulative Redeemable Preferred Stock under the symbol
"NLY PrA."

     To assist us in qualifying as a real estate investment trust (or REIT) for
federal income tax purposes, no person may own more than 9.8% of the outstanding
shares of any class of our common stock or our preferred stock, unless our Board
of Directors waives this limitation.

     CONSIDER CAREFULLY THE RISK FACTORS IN OUR MOST RECENT ANNUAL REPORT ON
FORM 10-K, AND ANY SUBSEQUENT QUARTERLY REPORTS ON FORM 10-Q, WHICH ARE
INCORPORATED BY REFERENCE IN THIS PROSPECTUS.

     We may sell these securities to or through underwriters, dealers or agents,
or we may sell the securities directly to investors on our own behalf.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                   The date of this prospectus is May 23, 2006



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
ABOUT THIS PROSPECTUS....................................................     1

A WARNING ABOUT FORWARD-LOOKING STATEMENTS...............................     1

ABOUT ANNALY MORTGAGE MANAGEMENT, INC. ..................................     2

RISK FACTORS.............................................................     3

USE OF PROCEEDS..........................................................     3

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
   STOCK DIVIDENDS.......................................................     3

DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK..........................     4

MATERIAL FEDERAL INCOME TAX CONSIDERATIONS...............................    11

PLAN OF DISTRIBUTION.....................................................    29

EXPERTS..................................................................    30

LEGAL MATTERS............................................................    31

WHERE YOU CAN FIND MORE INFORMATION ON ANNALY............................    31

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........................    31



                              ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (or SEC) using a "shelf" registration
process. Under this process, we may offer and sell any combination of common
stock and preferred stock in one or more offerings. This prospectus provides you
with a general description of the securities we may offer. Each time we offer to
sell securities, we will provide a supplement to this prospectus that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. It is important for you to consider the information contained in
this prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More Information on
Annaly."

     You should rely only on the information incorporated by reference or set
forth in this prospectus or the applicable prospectus supplement. We have not
authorized anyone else to provide you with additional or different information.
You should not assume that the information in this prospectus, the applicable
prospectus supplement or any other offering material is accurate as of any date
other than the dates on the front of those documents.

                   A WARNING ABOUT FORWARD-LOOKING STATEMENTS

     Certain statements contained in this prospectus and in the documents
incorporated by reference herein or in the incorporated documents may not be
based on historical facts and are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended (or the Exchange Act).
Forward-looking statements, which are based on various assumptions (some of
which are beyond our control), may be identified by reference to a future period
or periods or by the use of forward-looking terminology, such as "may," "will,"
"believe," "expect," "anticipate," "continue," or similar terms or variations on
those terms or the negative of those terms. Actual results could differ
materially from those set forth in forward-looking statements due to a variety
of factors, including, but not limited to:

     o    changes in interest rates;

     o    changes in the yield curve;

     o    changes in prepayment rates;

     o    the availability of mortgage-backed securities for purchase;

     o    the availability and terms of financing;

     o    changes in the market value of our assets;

     o    changes in business conditions and the general economy;


                                       1



     o    risks associated with the investment advisory business of our wholly
          owned subsidiary, Fixed Income Discount Advisory Company (which we
          refer to as FIDAC), including:

          o    the removal by FIDAC's clients of assets FIDAC manages;

          o    FIDAC's regulatory requirements; and

          o    competition in the investment advisory business;

     o    changes in government regulations affecting our business; and

     o    our ability to maintain our qualification as a REIT for federal income
          tax purposes.

     For a discussion of the risks and uncertainties which could cause actual
results to differ from those contained in the forward-looking statements, please
see the information under the caption "Risk Factors" in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2005, which is incorporated by
reference in this prospectus. We do not undertake, and specifically disclaim any
obligation, to publicly release the result of any revisions which may be made to
any forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.

                     ABOUT ANNALY MORTGAGE MANAGEMENT, INC.

GENERAL

     We own, manage, and finance a portfolio of investment securities, including
mortgage pass-through certificates, collateralized mortgage obligations (or
CMOs), agency callable debentures, and other securities representing interests
in or obligations backed by pools of mortgage loans. Our principal business
objective is to generate net income for distribution to our stockholders from
the spread between the interest income on our investment securities and the cost
of borrowings to finance our acquisition of investment securities, and from
dividends we receive from FIDAC. We are a Maryland corporation that commenced
operations on February 18, 1997. We are self-advised and self-managed.

     We have elected and believe that we are organized and have operated in a
manner that enables us to be taxed as a REIT under the Internal Revenue Code of
1986, as amended (or the Code). Provided we qualify for taxation as a REIT, we
generally will not be subject to federal income tax on our taxable income that
is distributed to our stockholders. Substantially all of our assets, other than
FIDAC, our taxable REIT subsidiary, consist of qualified REIT real estate assets
(as described in Section 856(c)(5)(B) of the Code). We have financed our
purchases of investment securities with the net proceeds of equity offerings and
borrowings under repurchase agreements whose interest rates adjust based on
changes in short-term market interest rates.


                                       2



STOCK LISTING

     Our common stock is traded on the New York Stock Exchange under the symbol
"NLY" and our 7.875% Series A Cumulative Redeemable Preferred Stock (which we
refer to as our Series A Preferred Stock) is traded on the New York Stock
Exchange under the symbol "NLY PrA." Our 6% Series B Cumulative Convertible
Preferred Stock (which we refer to as our Series B Preferred Stock) is not
listed on a national securities exchange or the National Association of
Securities Dealers Automated Quotation system.

PRINCIPAL EXECUTIVE OFFICES AND TELEPHONE NUMBER

     Our principal executive offices are located at 1211 Avenue of the Americas,
Suite 2902, New York, New York 10036. Our telephone number is (212) 696-0100.

                                  RISK FACTORS

     Investing in our securities involves risks. You should carefully consider
the risks described under "Risk Factors" in our most recent Annual Report on
Form 10-K and any subsequent Quarterly Reports on Form 10-Q (which descriptions
are incorporated by reference herein), as well as the other information
contained or incorporated by reference in this prospectus or in any prospectus
supplement hereto before making a decision to invest in our securities. See
"Where You Can Find More Information On Annaly," below.

                                 USE OF PROCEEDS

     Unless otherwise indicated in an accompanying prospectus supplement, we
intend to use the net proceeds from the sale of the securities offered by this
prospectus and the related accompanying prospectus supplement for the purchase
of mortgage-backed securities. We then intend to increase our investment assets
by borrowing against these mortgage-backed securities and using the proceeds to
acquire additional mortgage-backed securities.

            RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
                                 STOCK DIVIDENDS

     The following table sets forth our ratios of earnings to combined fixed
charges and preferred stock dividends for the years ended December 31,

                                            2005    2004    2003    2002    2001
                                           -----   -----   -----   -----   -----
Ratio of earnings to combined
fixed charges and preferred
stock dividends.........................   0.98x   1.88x   1.99x   2.14x   1.55x

     The ratios of earnings to combined fixed charges and preferred stock
dividends were computed by dividing earnings as adjusted by fixed charges and
preferred stock dividends (where applicable). For this purpose, earnings consist
of net income from continuing operations and fixed charges. Fixed charges
consist of interest expense and preferred stock dividends paid on our
outstanding shares of Series A Preferred Stock. For the year ended December 31,
2005, fixed charges exceeded earnings by approximately $12.5 million.


                                       3



                 DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK

GENERAL

     Our authorized capital stock consists of 500 million shares of capital
stock, par value $.01 per share. Pursuant to our articles of incorporation, as
amended, our Board of Directors has the right to classify or reclassify any
unissued shares of common stock into one or more classes or series of common
stock or preferred stock. As of May 19, 2006, our Board of Directors had
classified 7,637,500 unissued shares of common stock as 7,637,500 shares of
Series A Preferred Stock, and classified 4,600,000 unissued shares of common
stock as 4,600,000 shares of Series B Preferred Stock. As of May 19, 2006, we
had 163,328,656 shares of common stock outstanding, not including 3,047,866
shares of common stock issuable upon the exercise of options granted pursuant to
our Long-Term Incentive Plan. In addition, as of May 19, 2006, we had 7,412,500
shares of Series A Preferred Stock outstanding and 4,600,000 shares of Series B
Preferred Stock outstanding.

COMMON STOCK

     All shares of common stock offered hereby will be duly authorized, fully
paid and nonassessable. The statements below describing the common stock are in
all respects subject to and qualified in their entirety by reference to our
articles of incorporation, as amended, by-laws, as amended and restated, and any
articles supplementary to our articles of incorporation, as amended.

o    VOTING

     Each of our common stockholders is entitled to one vote for each share held
of record on each matter submitted to a vote of common stockholders.

     Our by-laws, as amended and restated, provide that annual meetings of our
stockholders will be held each calendar year on the date determined by our Board
of Directors, and special meetings may be called by a majority of our Board of
Directors, our Chairman, a majority of our independent directors, our President
or generally by stockholders entitled to cast at least 25% of the votes which
all stockholders are entitled to cast at the meeting. Our articles of
incorporation, as amended, may be amended in accordance with Maryland law.

o    DIVIDENDS; LIQUIDATION; OTHER RIGHTS

     Common stockholders are entitled to receive dividends when declared by our
Board of Directors out of legally available funds. The right of common
stockholders to receive dividends is subordinate to the rights of preferred
stockholders or other senior stockholders. If we have a liquidation, dissolution
or winding up, our common stockholders will share ratably in all of our assets
remaining after the payment of all of our liabilities and the payment of all
liquidation and other preference amounts to preferred stockholders and other
senior stockholders. Common stockholders have no preemptive or other
subscription rights, and there are no conversion rights, or redemption or
sinking fund provisions, relating to the shares of common stock.


                                       4



o    CLASSIFICATION OR RECLASSIFICATION OF COMMON STOCK OR PREFERRED STOCK

     Our articles of incorporation, as amended, authorize our Board of Directors
to reclassify any unissued shares of common or preferred stock into other
classes or series of shares, to establish the number of shares in each class or
series and to set the preferences, conversion and other rights, voting powers,
restrictions, limitations, and restrictions on ownership, limitations as to
dividends or other distributions, qualifications, and terms or conditions of
redemption for each class or series.

PREFERRED STOCK

     The following description sets forth general terms and provisions of the
preferred stock to which any prospectus supplement may relate. The statements
below describing the preferred stock are in all respects subject to and
qualified in their entirety by reference to our articles of incorporation, as
amended, by-laws, as amended and restated, and any articles supplementary to our
articles of incorporation, as amended, designating terms of a series of
preferred stock. The preferred stock, when issued, will be validly issued, fully
paid, and non-assessable. Because our Board of Directors has the power to
establish the preferences, powers and rights of each series of preferred stock,
our Board of Directors may afford the holders of any series of preferred stock
preferences, powers and rights, voting or otherwise, senior to the rights of
common stockholders.

     The rights, preferences, privileges and restrictions of each series of
preferred stock will be fixed by the articles supplementary relating to the
series. A prospectus supplement, relating to each series, will specify the terms
of the preferred stock, as follows:

     o    the title and stated value of the preferred stock;

     o    the voting rights of the preferred stock, if applicable;

     o    the preemptive rights of the preferred stock, if applicable;

     o    the restrictions on alienability of the preferred stock, if
          applicable;

     o    the number of shares offered, the liquidation preference per share and
          the offering price of the shares;

     o    liability to further calls or assessment of the preferred stock, if
          applicable;

     o    the dividend rate(s), period(s) and payment date(s) or method(s) of
          calculation applicable to the preferred stock;

     o    the date from which dividends on the preferred stock will accumulate,
          if applicable;

     o    the procedures for any auction and remarketing for the preferred
          stock;

     o    the provision for a sinking fund, if any, for the preferred stock;


                                       5



     o    the provision for and any restriction on redemption, if applicable, of
          the preferred stock;

     o    the provision for and any restriction on repurchase, if applicable, of
          the preferred stock;

     o    any listing of the preferred stock on any securities exchange;

     o    the terms and provisions, if any, upon which the preferred stock will
          be convertible into common stock, including the conversion price (or
          manner of calculation) and conversion period;

     o    the terms under which the rights of the preferred stock may be
          modified, if applicable;

     o    any other specific terms, preferences, rights, limitations or
          restrictions of the preferred stock;

     o    a discussion of certain material federal income tax considerations
          applicable to the preferred stock;

     o    the relative ranking and preferences of the preferred stock as to
          dividend rights and rights upon the liquidation, dissolution or
          winding-up of our affairs;

     o    any limitation on issuance of any series of preferred stock ranking
          senior to or on a parity with the series of preferred stock as to
          dividend rights and rights upon the liquidation, dissolution or
          winding-up of our affairs; and

     o    any limitations on direct or beneficial ownership and restrictions on
          transfer of the preferred stock, in each case as may be appropriate to
          preserve our qualification as a REIT.

RESTRICTIONS ON OWNERSHIP AND TRANSFER

     To assist us in qualifying as a REIT, our articles of incorporation, as
amended, prohibit anyone from acquiring or holding, directly or constructively,
ownership of a number of shares of any class of our capital stock in excess of
9.8% of the outstanding shares. For this purpose the term "ownership" generally
means either direct ownership or constructive ownership in accordance with the
constructive ownership provisions of Section 544 of the Code, as modified in
Section 856(h) of the Code.

     The constructive ownership provisions of Section 544 of the Code generally
attribute ownership of securities owned by a corporation, partnership, estate or
trust proportionately to its stockholders, partners or beneficiaries; attribute
ownership of securities owned by family members to other members of the same
family; and set forth rules for attributing securities constructively owned by
one person to another person. To determine whether a person holds or would hold
capital stock in excess of the 9.8% ownership limit, a person will be treated as


                                       6



owning not only shares of capital stock actually owned, but also any shares of
capital stock attributed to that person under the attribution rules described
above. Accordingly, a person who individually owns less than 9.8% of the shares
outstanding may nevertheless be in violation of the 9.8% ownership limit.

     Any transfer of shares of capital stock that would cause us to be
disqualified as a REIT or that would (a) create a direct or constructive
ownership of shares of capital stock in excess of the 9.8% ownership limit, or
(b) result in the shares of capital stock being beneficially owned (within the
meaning of Section 856(a) of the Code) by fewer than 100 persons (determined
without reference to any rules of attribution), or (c) result in us being
"closely held" within the meaning of Section 856(h) of the Code, will be null
and void, and the intended transferee (the "purported transferee") will acquire
no rights to those shares. These restrictions on transferability and ownership
will not apply if our Board of Directors determines that it is no longer in our
best interests to continue to qualify as a REIT.

     Any purported transfer of shares of capital stock that would result in a
purported transferee owning (directly or constructively) shares of capital stock
in excess of the 9.8% ownership limit due to the unenforceability of the
transfer restrictions described above will constitute "excess securities."
Excess securities will be transferred by operation of law to a trust that we
will establish for the exclusive benefit of a charitable organization, until
such time as the trustee of the trust retransfers the excess securities. The
trustee will be a banking institution designated by us that is not affiliated
with the purported transferee or us. While the excess securities are held in
trust, the purported transferee will not be entitled to vote or to share in any
dividends or other distributions with respect to the securities. Subject to the
9.8% ownership limit, excess securities may be transferred by the trust to any
person (if such transfer would not result in excess securities) at a price not
to exceed the price paid by the purported transferee (or, if no consideration
was paid by the purported transferee, the fair market value of the excess
securities on the date of the purported transfer), at which point the excess
securities will automatically cease to be excess securities.

     Upon a purported transfer of excess securities, the purported transferee
shall cease to be entitled to distributions, voting rights and other benefits
with respect to the shares of capital stock except the right to payment of the
purchase price for the shares of capital stock on the retransfer of securities
as provided above. Any dividend or distribution paid to a purported transferee
on excess securities prior to our discovery that shares of capital stock have
been transferred in violation of our articles of incorporation, as amended,
shall be repaid to us upon demand. If these transfer restrictions are determined
to be void, invalid or unenforceable by a court of competent jurisdiction, then
the purported transferee of any excess securities may be deemed, at our option,
to have acted as an agent on our behalf in acquiring the excess securities and
to hold the excess securities on our behalf.

     All certificates representing shares of capital stock will bear a legend
referring to the restrictions described above.

     Any person who acquires shares in violation of our articles of
incorporation, as amended, or any person who is a purported transferee such that
excess securities results, must immediately give written notice or, in the event
of a proposed or attempted transfer that would be void as set


                                       7



forth above, give at least 15 days prior written notice to us of such event and
shall provide us such other information as we may request in order to determine
the effect, if any, of the transfer on our qualification as a REIT. In addition,
every record owner of 5.0% or more (during any period in which the number of
record stockholders is 2,000 or more) or 1.0% or more (during any period in
which the number of record stockholders is greater than 200 but less than 2,000)
or 1/2% or more (during any period in which the number of record stockholders is
200 or less) of the number or value of our outstanding shares must send us an
annual written notice by January 30 stating the name and address of the record
owner and the number of shares held and describing how the shares are held.
Further, each stockholder is required to disclose to us in writing information
with respect to the direct and constructive ownership of shares as the Board of
Directors deems reasonably necessary to comply with the REIT provisions of the
Code, to comply with the requirements of any taxing authority or governmental
agency or to determine any such compliance.

     Our Board of Directors may increase or decrease the 9.8% ownership limit.
In addition, to the extent consistent with the REIT provisions of the Code, our
Board of Directors may, pursuant to our articles of incorporation, as amended,
waive the 9.8% ownership limit for a purchaser of our stock. In connection with
any such waiver, we may require that the stockholder requesting the waiver enter
into an agreement with us providing that we may repurchase shares from the
stockholder under certain circumstances to ensure compliance with the REIT
provisions of the Code. The repurchase would be at fair market value as set
forth in the agreement between us and the stockholder. The consideration
received by the stockholder in the repurchase might be characterized as the
receipt by the stockholder of a dividend from us, and any stockholder entering
into an agreement with us should consult its tax advisor. At present, we do not
intend to waive the 9.8% ownership limit for any purchaser.

     The provisions described above may inhibit market activity, and may delay,
defer or prevent a change in control or other transaction and the resulting
opportunity for the holders of our capital stock to receive a premium for their
shares that might otherwise exist in the absence of such provisions. Such
provisions also may make us an unsuitable investment vehicle for any person
seeking to obtain ownership of more than 9.8% of the outstanding shares of our
capital stock.

CLASSIFICATION OF BOARD OF DIRECTORS, VACANCIES AND REMOVAL OF DIRECTORS

     Our by-laws, as amended and restated, provide for a staggered Board of
Directors. Our by-laws, as amended and restated, provide for between three and
fifteen directors divided into three classes, with terms of three years each.
The number of directors in each class and the expiration of each class term is
as follows:

              Class I     2 Directors   Expires 2006
              Class II    2 Directors   Expires 2007
              Class III   3 Directors   Expires 2008

     At each annual meeting of our stockholders, successors of the class of
directors whose term expires at that meeting will be elected for a three-year
term and the directors in the other two classes will continue in office. A
classified Board of Directors may delay, defer or prevent a


                                       8



change in control or other transaction that might involve a premium over the
then prevailing market price for our common stock or other attributes that our
stockholders may consider desirable. In addition, a classified Board of
Directors could prevent stockholders who do not agree with the policies of our
Board of Directors from replacing a majority of the Board of Directors for two
years, except in the event of removal for cause.

     Our by-laws, as amended and restated, provide that any vacancy on our Board
of Directors may be filled by a majority of the remaining directors. Any
individual so elected director will hold office for the unexpired term of the
director he or she is replacing. Our by-laws, as amended and restated, provide
that a director may be removed at any time only for cause upon the affirmative
vote of at least two-thirds of the votes entitled to be cast in the election of
directors, but only by a vote taken at a stockholder meeting. These provisions
preclude stockholders from removing incumbent directors, except for cause and
upon a substantial affirmative vote, and filling the vacancies created by such
removal with their own nominees.

INDEMNIFICATION

     Our articles of incorporation, as amended, obligate us to indemnify our
directors and officers and to pay or reimburse expenses for them before the
final disposition of a proceeding to the maximum extent permitted by Maryland
law. The Corporations and Associations Article of the Annotated Code of Maryland
(or the Maryland General Corporation Law) permits a corporation to indemnify its
present and former directors and officers against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in
those or other capacities, unless it is established that (1) the act or omission
of the director or officer was material to the matter giving rise to the
proceeding and (a) was committed in bad faith, or (b) was the result of active
and deliberate dishonesty, or (2) the director or officer actually received an
improper personal benefit in money, property or services, or (3) in the case of
any criminal proceeding, the director or officer had reasonable cause to believe
that the act or omission was unlawful.

LIMITATION OF LIABILITY

     The Maryland General Corporation Law permits the charter of a Maryland
corporation to include a provision limiting the liability of its directors and
officers to the corporation and its stockholders for money damages, except to
the extent that (1) it is proved that the person actually received an improper
benefit or profit in money, property or services, or (2) a judgment or other
final adjudication adverse to the person is entered in a proceeding based on a
finding that the person's action, or failure to act, was the result of active
and deliberate dishonesty and was material to the cause of action adjudicated in
the proceeding. Our articles of incorporation, as amended, provide for
elimination of the liability of our directors and officers to us or our
stockholders for money damages to the maximum extent permitted by Maryland law
from time to time.


                                       9



MARYLAND BUSINESS COMBINATION ACT

     The Maryland General Corporation Law establishes special requirements for
"business combinations" between a Maryland corporation and "interested
stockholders" unless exemptions are applicable. An interested stockholder is any
person who beneficially owns 10% or more of the voting power of our then
outstanding voting stock. Among other things, the law prohibits for a period of
five years a merger and other similar transactions between us and an interested
stockholder unless the Board of Directors approved the transaction prior to the
party becoming an interested stockholder. The five-year period runs from the
most recent date on which the interested stockholder became an interested
stockholder. The law also requires a supermajority stockholder vote for such
transactions after the end of the five-year period. This means that the
transaction must be approved by at least:

     o    80% of the votes entitled to be cast by holders of outstanding voting
          shares; and

     o    two-thirds of the votes entitled to be cast by holders of outstanding
          voting shares other than shares held by the interested stockholder or
          an affiliate of the interested stockholder with whom the business
          combination is to be effected.

     As permitted by the Maryland General Corporation Law, we have elected not
to be governed by the Maryland business combination statute. We made this
election by opting out of this statute in our articles of incorporation, as
amended. If, however, we amend our articles of incorporation, as amended, to opt
back in to the statute, the business combination statute could have the effect
of discouraging offers to acquire us and of increasing the difficulty of
consummating any such offers, even if our acquisition would be in our
stockholders' best interests.

MARYLAND CONTROL SHARE ACQUISITION ACT

     Maryland law provides that "control shares" of a Maryland corporation
acquired in a "control share acquisition" have no voting rights except to the
extent approved by a vote of the other stockholders. Two-thirds of the shares
eligible to vote must vote in favor of granting the "control shares" voting
rights. "Control shares" are shares of stock that, taken together with all other
shares of stock the acquirer previously acquired, would entitle the acquirer to
exercise voting power in electing directors within one of the following ranges
of voting power:

     o    one-tenth or more but less than one-third of all voting power;

     o    one-third or more but less than a majority of all voting power; or

     o    a majority or more of all voting power.

     Control shares do not include shares of stock the acquiring person is
entitled to vote as a result of having previously obtained stockholder approval.
A "control share acquisition" means the acquisition of control shares, subject
to certain exceptions.

     If a person who has made (or proposes to make) a control share acquisition
satisfies certain conditions (including agreeing to pay expenses), he may compel
our Board of Directors


                                       10



to call a special meeting of stockholders to consider the voting rights of the
shares. If such a person makes no request for a meeting, we have the option to
present the question at any stockholders' meeting.

     If voting rights are not approved at a meeting of stockholders then,
subject to certain conditions and limitations, we may redeem any or all of the
control shares (except those for which voting rights have previously been
approved) for fair value. We will determine the fair value of the shares,
without regard to the absence of voting rights, as of the date of either:

     o    the last control share acquisition; or

     o    the meeting where stockholders considered and did not approve voting
          rights of the control shares.

     If voting rights for control shares are approved at a stockholders' meeting
and the acquirer becomes entitled to vote a majority of the shares of stock
entitled to vote, all other stockholders may obtain rights as objecting
stockholders and, thereunder, exercise appraisal rights. This means that you
would be able to force us to redeem your stock for fair value. Under Maryland
law, the fair value may not be less than the highest price per share paid in the
control share acquisition. Furthermore, certain limitations otherwise applicable
to the exercise of dissenters' rights would not apply in the context of a
control share acquisition. The control share acquisition statute would not apply
to shares acquired in a merger, consolidation or share exchange if we were a
party to the transaction. The control share acquisition statute could have the
effect of discouraging offers to acquire us and of increasing the difficulty of
consummating any such offers, even if our acquisition would be in our
stockholders' best interests.

TRANSFER AGENT AND REGISTRAR

     Mellon Investor Services LLC, 480 Washington Blvd., Jersey City, New Jersey
07310, is the transfer agent and registrar for our stock. Its telephone number
is (800) 522-6645.

                   MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

     Based on various factual representations made by us regarding our
operations, in the opinion of McKee Nelson LLP, our counsel, commencing with our
taxable year ended December 31, 1997, we have been organized in conformity with
the requirements for qualification and taxation as a REIT under the Code, and
our method of operating has enabled us, and will enable us to meet the
requirements for qualification and taxation as a REIT. Our qualification as a
REIT depends upon our ability to meet the various requirements imposed under the
Code through actual operations. McKee Nelson LLP will not review our operations,
and no assurance can be given that actual operations will meet these
requirements. The opinion of McKee Nelson LLP is not binding on the Internal
Revenue Service (or IRS) or any court. The opinion of McKee Nelson LLP is based
upon existing law, Treasury regulations and currently published administrative
positions of the IRS and judicial decisions, all of which are subject to change
either prospectively or retroactively.


                                       11



     o    The following discusses the material federal income tax considerations
          that relate to our qualification as a REIT and that apply to an
          investment in our stock. No assurance can be given that the
          conclusions set out below would be sustained by a court if challenged
          by the IRS. This summary deals only with stock that is held as a
          capital asset, which generally means property that is held for
          investment. In addition, except to the extent discussed below, this
          summary does not address tax considerations applicable to you if you
          are subject to special tax rules, such as:

     o    a dealer or trader in securities;

     o    a financial institution;

     o    an insurance company;

     o    a stockholder that holds our stock as a hedge, part of a straddle,
          conversion transaction or other arrangement involving more than one
          position; or

     o    a stockholder whose functional currency is not the United States
          dollar.

     The discussion below is based upon the provisions of the Code and
regulations, rulings and judicial decisions interpreting the Code as of the date
of this prospectus. Any of these authorities may be repealed, revoked or
modified, perhaps with retroactive effect, so as to result in federal income tax
consequences different from those discussed below.

     THE DISCUSSION SET OUT BELOW IS INTENDED ONLY AS A SUMMARY OF THE MATERIAL
FEDERAL INCOME TAX CONSEQUENCES OF OUR QUALIFICATION AS A REIT AND OF AN
INVESTMENT IN OUR STOCK. TAXPAYERS AND PREPARERS OF TAX RETURNS (INCLUDING
RETURNS FILED BY ANY PARTNERSHIP OR OTHER ARRANGEMENT) SHOULD BE AWARE THAT
UNDER TREASURY REGULATIONS A PROVIDER OF ADVICE ON SPECIFIC ISSUES OF LAW IS NOT
CONSIDERED AN INCOME TAX RETURN PREPARER UNLESS THE ADVICE IS (I) GIVEN WITH
RESPECT TO EVENTS THAT HAVE OCCURRED AT THE TIME THE ADVICE IS RENDERED AND IS
NOT GIVEN WITH RESPECT TO THE CONSEQUENCES OF CONTEMPLATED ACTIONS, AND (II) IS
DIRECTLY RELEVANT TO THE DETERMINATION OF AN ENTRY ON A TAX RETURN. ACCORDINGLY,
WE URGE YOU TO CONSULT YOUR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF AN
INVESTMENT IN OUR STOCK, INCLUDING THE APPLICATION TO YOUR PARTICULAR SITUATION
OF THE TAX CONSIDERATIONS DISCUSSED BELOW, AS WELL AS THE APPLICATION OF STATE,
LOCAL OR FOREIGN TAX LAWS. THE STATEMENTS OF FEDERAL TAX LAW SET OUT BELOW ARE
BASED ON THE LAWS IN FORCE AND THEIR INTERPRETATION AS OF THE DATE OF THIS
PROSPECTUS, AND ARE SUBJECT TO CHANGES OCCURRING AFTER THAT DATE.

TAXATION AS A REIT

     We elected to become subject to tax as a REIT for federal income tax
purposes effective for our taxable year ended on December 31, 1997, and we plan
to continue to meet the requirements for qualification and taxation as a REIT.
There can be no assurance, however, that we will qualify as a REIT in any
particular taxable year given the highly complex nature of the rules governing
REITs, the ongoing importance of factual determinations, and the possibility of
future changes in our circumstances. If we fail to qualify as a REIT in any
particular taxable year, we will be subject to federal income tax as a regular
domestic corporation, and you will be


                                       12



subject to tax in the same manner as a stockholder of a regular domestic
corporation. In that event, we may be subject to a substantial income tax
liability in respect of each taxable year that we fail to qualify as a REIT, and
the amount of earnings and cash available for distribution to you and other
stockholders could be significantly reduced or eliminated. See "--REIT
Qualification -- Failure to Qualify" below.

     So long as we qualify for taxation as a REIT, we generally will not be
subject to federal corporate income taxes on our taxable income that we
distribute currently to our shareholders. This treatment would substantially
eliminate the "double taxation" (at the corporate and shareholder levels) that
generally results from investment in a regular corporation. We will be subject
to federal income tax, however, in the following instances:

     1.   We will be taxed at regular corporate rates on any undistributed "REIT
          taxable income," including undistributed net capital gains (however,
          properly designated undistributed capital gains will effectively avoid
          taxation at the shareholder level). For any taxable year, our "REIT
          taxable income" is our taxable income computed as though we were a "C"
          corporation (generally, a corporation subject to full corporate-level
          tax), adjusted, as provided in Section 857(b) of the Code, to account
          for various items, including a deduction for dividends paid.

     2.   Under certain circumstances, we may be subject to the "alternative
          minimum tax" on our items of tax preference.

     3.   If we have (a) net income from the sale or other disposition of
          "foreclosure property" which is held primarily for sale to customers
          in the ordinary course of business or (b) other nonqualifying income
          from foreclosure property, we will be subject to tax at the highest
          corporate rate on such income. See "--REIT Qualification - Foreclosure
          Property" below.

     4.   If we have net income from "prohibited transactions" (which are, in
          general, certain sales or other dispositions of property held
          primarily for sale to customers in the ordinary course of business
          other than foreclosure property), we will be subject to a 100% tax on
          the amount of such net income. See "--REIT Qualification - Prohibited
          Transactions" below.

     5.   If we should fail to satisfy the 75% gross income test or the 95%
          gross income test (as discussed below), but we nonetheless maintain
          our qualification as a REIT because certain other requirements have
          been met, we will be subject to a 100% tax on an amount equal to the
          product of (i) a fraction intended to reflect our profitability,
          multiplied by (ii) the greater of (a) the excess of (I) 75% of our
          gross income (excluding gross income from prohibited transactions)
          over (II) our gross income that qualifies under the 75% gross income
          test, or (b) the excess of (I) 95% of our gross income (excluding
          gross income from prohibited transactions) over (II) our gross income
          that qualifies under the 95% gross income test.

     6.   If we should fail to distribute during each calendar year at least the
          sum of (i) 85% of our ordinary income for such year, (ii) 95% of our
          capital gain net income for


                                       13



          such year and (iii) any undistributed taxable income from prior
          periods, we would be subject to a 4% nondeductible excise tax on the
          excess of such required distribution over the sum of amounts actually
          distributed and amounts retained but with respect to which federal
          income tax was paid.

     7.   If we were to acquire assets from a "C" corporation in a transaction
          in which our basis in those assets was determined by reference to the
          "C" corporation's basis, then the excess, if any, of the fair market
          value of the assets over the tax basis of the assets on the date of
          acquisition would be "built-in gain" and the assets would be "built-in
          gain assets." If we disposed of such built-in gain assets within the
          ten-year period beginning on the date of their acquisition, then we
          would be subject to tax at the highest regular corporate rate
          applicable on the built-in gain in such assets.

     8.   If we recognize excess inclusion income and have shareholders who are
          disqualified organizations within the meaning of Section 860E(e)(5) of
          the Code (generally, an agency or instrumentality of the United
          States, any state, or any foreign government, or any political
          subdivision of any of the foregoing), we may have to pay tax at the
          highest corporate rate on the portion of the excess inclusion income
          allocable to the shareholders that are disqualified organizations. See
          "--Taxable Mortgage Pools" below.

REIT QUALIFICATION

     SUMMARY OF REQUIREMENTS GENERALLY. To qualify as a REIT, we must comply
with the following technical requirements imposed by the Code:

     1.   We must be managed by one or more directors or trustees;

     2.   Shares of our stock must be transferable;

     3.   We must be taxable as a domestic corporation but for the provisions of
          the Code applicable to REITs;

     4.   We cannot be a financial institution or an insurance company subject
          to certain provisions of the Code;

     5.   Shares of our stock must be beneficially owned by at least 100 persons
          during at least 335 days of a taxable year of 12 months, or during a
          proportionate part of a taxable year of less than 12 months;

     6.   No more than 50% in value of our outstanding stock may be owned,
          directly or indirectly, by five or fewer individuals (defined for this
          purpose to include private foundations, certain unemployment
          compensation trusts, and portions of trusts that are permanently set
          aside or used for charitable purposes) at any time during the last
          half of our taxable year;

     7.   We must meet certain other tests, described below, regarding the
          sources from which we derive gross income and the nature of our
          assets; and


                                       14



     8.   We generally must distribute dividends to our shareholders in an
          amount that at least equals 90% of our REIT taxable income, determined
          without regard to the dividends paid deduction and by excluding net
          capital gain.

     We must satisfy requirements 1 through 4, inclusive, during the entire
taxable year. For purposes of applying requirement 6, stock attribution rules
set forth in Section 544 of the Code treat stock owned by corporations,
partnerships, or trusts as though the shareholders, partners, or beneficiaries
of those entities owned such stock proportionally. Moreover, under Section
857(h) of the Code, qualified employee pension or profit sharing trusts are not
treated as individuals for purposes of requirement 6, but instead, the stock
owned by such a trust is considered to be owned by the beneficiaries of the
trust based in proportion to their actuarial interests in the trust.

     We believe that we will meet the above-enumerated requirements 1 through 6
at all relevant times.

     In connection with requirement 6, we are required to send annual letters to
our shareholders requesting information regarding the actual ownership of our
shares. If we comply with this requirement, and we do not know, or exercising
reasonable diligence would not have known, whether we failed to meet requirement
6, then we will be treated as having met requirement 6. If we were to fail to
send such annual letters, we would be required to pay either a $25,000 penalty
or, if the failure is intentional, a $50,000 penalty. If we fail to send annual
letters, the IRS also might require that we take further action to ascertain
actual ownership of our shares, and failure to comply with such an additional
requirement would result in an additional $25,000 (or $50,000) penalty. No
penalty would be assessed in the first instance, however, if the failure to send
the letters were due to reasonable cause and not to willful neglect. We send
letters annually in a manner that conforms to the requirements of the Code and
relevant Treasury Regulations.

     In addition, our charter provides restrictions regarding the transfer and
ownership of shares of our stock. These restrictions are intended to assist us
in continuing to satisfy the share ownership requirements described in
requirements 5 and 6 above. The ownership and transfer restrictions are
described in more detail in "Description of Common Stock and Preferred Stock -
Restrictions on Ownership and Transfer." These restrictions, together with our
compliance with the annual shareholder letter requirement described above,
however, may not ensure that we will, in all cases, be able to satisfy the share
ownership requirements described above. If we fail to satisfy such share
ownership requirements, then, unless we qualify for relief, our qualification as
a REIT may terminate. See "--REIT Qualification -- Failure to Qualify."

     QUARTERLY ASSET TESTS. Generally, we must meet the following asset tests at
the close of each quarter during each taxable year:

          1.   At least 75% of the value of our total assets must be "qualified
               REIT real estate assets" (described below), government securities
               or cash and cash items (including receivables);

          2.   No more than 25% of the value of our total assets may be
               securities other than securities in the 75% asset class (for
               example, government securities,


                                       15



               such as agency debentures, and certain mortgage-backed
               securities, such as agency certificates);

          3.   No more than 20% of the value of our total assets may be
               securities of one or more taxable REIT subsidiaries (described
               below); and

          4.   Except for securities qualifying under the 75% asset test,
               securities in a taxable REIT subsidiary or "qualified REIT
               subsidiary," certain partnership interests, and for purposes of
               clause (c) below, certain "straight" debt obligations:

               (a)  we may not hold more than 5% of the value of our total
                    assets in the securities of any one issuer;

               (b)  we may not hold securities that possess more than 10% of the
                    total voting power of the outstanding securities of any one
                    issuer; and

               (c)  we may not hold securities that have a value of more than
                    10% of the total value of the outstanding securities of any
                    one issuer.

     The term "qualified REIT real estate assets" means assets of the type
described in Section 856(c)(5)(B) of the Code, and generally include -

          o    Interests in real property, including fee ownership and
               co-ownership of land and improvements thereon and leasehold
               interests and options on land and improvements thereon;

          o    Interests in mortgages on real property;

          o    Regular and residual interests in real estate mortgage investment
               conduits (or REMICs) (however if less than 95% of the assets of a
               REMIC consists of qualified real estate assets, determined as if
               we held such assets, we will be treated as holding directly our
               proportionate share of the assets of that REMIC);

          o    Non-REMIC mortgage-backed securities that represent ownership
               interests in pools of mortgage loans;

          o    Shares in other REITs; and

          o    Investments in stock or debt instruments during the one-year
               period following our receipt of new capital that we raise through
               equity offerings or public offerings of debt with at least a
               five-year term.

     A REIT may hold up to 100% of the stock of a taxable REIT subsidiary. Both
the subsidiary and the REIT must jointly elect to treat the subsidiary as a
taxable REIT subsidiary by jointly filing a Form 8875 with the IRS. FIDAC has
filed such an election to be treated as our taxable REIT subsidiary.


                                       16



     As a taxable REIT subsidiary, FIDAC will pay federal income tax at the
rates applicable to corporations on any income it earns. Moreover, the Code
contains rules to ensure contractual arrangements between a taxable REIT
subsidiary and the parent REIT are at arm's length. If interest accrues on an
indebtedness owed by a taxable REIT subsidiary to its parent REIT, the REIT is
subject to tax at a rate of 100% on the excess of (i) interest payments made by
a taxable REIT subsidiary to its parent REIT over (ii) the amount of interest
that would have been payable had interest accrued on the indebtedness at a
commercially reasonable rate. A tax at a rate of 100% is also imposed on any
transaction between a taxable REIT subsidiary and its parent REIT to the extent
the transaction gives rise to deductions to the taxable REIT subsidiary that are
in excess of the deductions that would have been allowable had the transaction
been entered into on arm's-length terms. We scrutinize all of our transactions
with FIDAC in an effort to ensure that we do not become subject to these taxes.
We cannot assure you, however, that we will be able to avoid application of
these taxes.

     If we own 100% of the stock of a subsidiary corporation for which we do not
make a taxable REIT subsidiary election, the subsidiary will be a qualified REIT
subsidiary. As such, the qualified REIT subsidiary's separate existence will be
disregarded for federal income tax purposes, and its assets, liabilities, and
items of income, deduction and credit will be treated as our assets,
liabilities, and items of income, deduction, and credit. Although a qualified
REIT subsidiary will not be subject to federal corporate income taxation, it may
be subject to state and local taxation in certain jurisdictions.

     We believe that, because we own a large portfolio of agency certificates
and agency debentures, we have satisfied and will be able to satisfy the asset
tests for each calendar quarter. We will manage our portfolio of assets to
comply with the asset tests.

     If we satisfy the asset tests at the close of any calendar quarter, but
fail to meet any of the asset tests as of the close of a subsequent calendar
quarter and such failure is due to the acquisition of securities or other
assets, the Code allows us a 30-day period following the close of the calendar
quarter to come into compliance with the asset tests. If we do cure a failure
within the 30-day period, we will be treated as having satisfied the asset tests
at the close of the calendar quarter. We will not fail the quarterly asset tests
if a discrepancy exists between the value of our assets and the requirements of
the asset tests if such discrepancy is attributable solely to fluctuations in
the market values of our assets.

     If we fail to satisfy the quarterly asset tests for any quarter, we will
not lose our REIT qualification as a result of such failure if (i) we meet
certain record keeping requirements concerning our assets and file a schedule
describing the assets that caused the failure, (ii) our failure to comply with
the quarterly asset tests at the close of any calendar quarter was due to
reasonable cause and not willful neglect, (iii) we dispose of the assets that
caused us to fail the quarterly asset test within six months of our discovery of
the failure or such other time period as prescribed by the Department of the
Treasury, or we otherwise come into compliance with the quarterly assets tests
within the specified time period, and (iv) we would, but for the failure,
otherwise satisfy the quarterly asset tests. Relief is also provided for certain
de minimis failures of the quarterly asset tests described under "Federal Income
Tax Considerations - REIT Qualification - Quarterly Asset Tests" at item 4,
provided we dispose of the assets causing us to fail the asset test within six
months of our discovery of the failure or such other time period as


                                       17



prescribed by the Department of the Treasury, or we otherwise come into
compliance with the quarterly assets tests within the specified time period. In
all cases, other than the case of a de minimis failure described in the
preceding sentence, we will be subject to a tax equal to the lesser of (i)
$50,000, or (ii) an amount to be determined under future regulations that would
be based on the income generated by the assets that were not qualifying assets.

     GROSS INCOME TESTS. To qualify as a REIT, generally we must meet the
following gross income tests for each taxable year:

     1.   At least 75% of our gross income must be derived from the real estate
          sources specified in Section 856(c)(3) of the Code, including -

          (a)  Rents from real property;

          (b)  Interest income on obligations secured by mortgages on real
               property or on interests in real property;

          (c)  Income derived from REMIC regular or residual interests (provided
               that if less than 95% of the REMIC's assets are qualifying REIT
               real estate assets, determined as if we held them directly, then
               only a proportionate amount of the income will be qualifying
               income for purposes of this test);

          (d)  Gain from the disposition of qualified REIT real estate assets,
               including mortgage loans and agency certificates (other than
               dispositions treated as prohibited transactions, as described
               below);

          (e)  Income or gain from foreclosure property (as described below);

          (f)  Dividends or other distributions on, and gain from the sale of,
               stock in other REITs;

          (g)  Amounts, such as commitment fees, received in consideration for
               entering into an agreement to make a loan secured by real
               property (other than amounts that depend on the income or profits
               of any person); and

          (h)  "Qualified temporary investment income" (generally, income we
               earn from investing new capital raised through equity offerings
               or public debt offerings with at least a five-year term, provided
               we receive or accrue that income within one year of acquiring
               such new capital).

     2.   At least 95% of our gross income for each taxable year must be derived
          from sources of income specified in Section 856(c)(2) of the Code,
          which include-

          (a)  The types of gross income described in paragraph 1 above;

          (b)  Dividends;

          (c)  Interest (such as interest on agency debentures);


                                       18


          (d)  Income derived from certain hedging transactions, or gain from
               the disposition or termination of certain hedging transactions,
               entered into to manage interest rate risk with respect to
               indebtedness incurred or to be incurred to carry real estate
               assets. For taxable years beginning after December 31, 2004,
               income derived from hedging transactions, and gain from the
               disposition of such transactions, shall be disregarded for
               purposes of the 95% gross income test, provided that such
               transactions were properly identified as hedging transactions
               under regulations issued pursuant to section 1221 of the Code and
               provided that such transactions were entered into to manage
               interest rate risk with respect to indebtedness incurred, or to
               be incurred, to acquire or carry real estate assets; and

          (e)  Gains from the sale of stock or securities (other than sales that
               are prohibited transactions).

     If we fail to satisfy one or both of the 75% and 95% gross income tests for
any taxable year, we may nevertheless qualify as a REIT for that year if we are
entitled to relief under Section 856(c)(6) of the Code. Such relief will be
available if we could demonstrate that our failure to satisfy the tests was due
to reasonable cause and was not due to willful neglect and we file a schedule
describing each item of our gross income for the year in which the failure
occurred. We cannot know at this time whether we would, in all circumstances, be
able to avail ourselves of the relief provided under Section 856(c)(6) of the
Code. For example, if we failed the 75% gross income test because more than 25%
of our gross income represented dividends we received from FIDAC, the IRS could
determine that our failure of the test would not satisfy the reasonable cause
standard. If we failed one of the tests and we were ineligible for relief, we
would fail to qualify as a REIT. Moreover, even if we qualify for relief, we
will be subject to a 100% tax on an amount equal to the product of (i) a
fraction intended to reflect our profitability, multiplied by (ii) the greater
of (a) the excess of (I) 75% of our gross income (excluding gross income from
prohibited transactions) over (II) our gross income that qualifies under the 75%
gross income test, or (b) the excess of (I) 95% of our gross income (excluding
gross income from prohibited transactions) over (II) our gross income that
qualifies under the 95% gross income test.

     For purposes of the gross income tests, our income includes 100% of the
income earned by a disregarded entity in which we hold the sole equity interest,
such as a qualified REIT subsidiary or a wholly-owned trust or limited liability
company. In addition, our gross income will include our allocable share of the
income of any entity that is treated as a partnership for federal income tax
purposes.

     Gross income we derive from the sale of property (other than foreclosure
property, as described below) that we hold for sale to customers in the ordinary
course of business is excluded from both the numerator and the denominator of
both gross income tests.

     We believe that we will be able to satisfy the 95% and 75% gross asset
tests because, as explained below, the income from our agency certificates will
be qualifying income for purposes of both tests and income from our agency
debentures will be qualifying income for purposes of


                                       19



the 95% test. We will monitor the amount of our non-qualifying income throughout
the year and we will endeavor to manage our portfolio to comply with the gross
income tests.

     The following paragraphs discuss some of the specific applications of the
gross income tests to us.

     DIVIDENDS. The dividends we receive from FIDAC or any other corporation
(other than a qualified REIT subsidiary) in which we own an interest, will
qualify for purposes of the 95% gross income test but not for purposes of the
75% gross income test. We intend to limit the amount of dividends we receive
from taxable REIT subsidiaries so as to avoid failing the 75% gross income test.

     INTEREST. For purposes of both of the gross income tests, the term interest
excludes any amount that is based on the income or profits of any person. Thus,
interest based on net rental income from mortgaged property would not be
qualifying income. We do not anticipate holding assets that would provide for
such payments.

     Generally, interest on agency certificates and other mortgage-backed
certificates, including any original issue discount, market discount, prepayment
premiums, late payment fees, and assumptions fees, but not any amount that
represents compensation for services, will be qualifying income for purposes of
both gross income tests.

     FEE INCOME. Any fees that we might receive as consideration for a
commitment to acquire mortgage-backed certificates would represent qualifying
income for purposes of both the 75% and 95% gross income tests (provided such
fees are not based on the income or profits of any person).

     HEDGING TRANSACTIONS. Generally, for any hedging transaction that we
entered into prior to December 31, 2004, to manage interest rate risk associated
with having incurred indebtedness to acquire or carry real estate assets, any
income or gain derived from such hedging transactions is qualified income for
purposes of the 95% gross income test. For hedging transactions that we enter
into after December 31, 2004, we must comply with certain identification
procedures set out in Treasury regulations to ensure the status of our hedging
transactions as hedges for tax purposes and, as in the past, we must hedge only
risk associated with debt incurred to acquire or to carry real estate assets.
Any income derived from any such properly identified transaction will not be
treated as gross income for purposes of the 95% gross income test. The principal
difference is that, under prior law, hedging income was qualified income for
purposes of the 95% gross income test. It is now not counted as gross income for
purposes of applying that test.

     RENTS FROM REAL PROPERTY. We do not intend to own any real property for the
production of rental income.

     PROHIBITED TRANSACTIONS. We will incur a 100% tax on the net income we
derive from a sale or other disposition of property, other than foreclosure
property, that we hold primarily for sale to customers in the ordinary course of
our trade or business. We refer to each such sale as a prohibited transaction.
Although we do not intend to engage in any prohibited transactions, whether we
are considered to hold an asset for sale to customers in the ordinary course of
our business is a question of fact. Section 857(b)(6)(C) of the Code sets forth
certain safe harbors


                                       20



under which certain sales of property will not be considered to be prohibited
transactions. We will endeavor to structure any asset sales to qualify under the
safe harbors. We cannot assure you, however, that we will always be able to
avoid holding assets for sale to customers in the ordinary course of business or
to avail ourselves of the safe harbors.

     FORECLOSURE PROPERTY. Foreclosure property is any real property, including
interests in real property, and any personal property incident to such real
property, that we acquire as a result of having bid in the property at
foreclosure, or we otherwise reduce to ownership or possession by agreement or
process of law, after there has been a default or default was imminent on a
lease of such property or on indebtedness secured by such property. We must,
however, elect to treat the property as foreclosure property on or before the
due date of our tax return for the year in which we acquire the property.
Moreover, property will not qualify as foreclosure property if we acquired the
related mortgage loan at a time when default was imminent or anticipated, or if
we obtained the mortgage loan as consideration for our disposition of property
in a prohibited transaction.

     Because we do not anticipate holding any whole loans, we do not anticipate
acquiring any foreclosure property.

     DISTRIBUTION REQUIREMENTS. We generally must distribute dividends (other
than capital gain dividends) to our shareholders in an amount at least equal to
(1) the sum of (a) 90% of our REIT taxable income (determined without regard to
the dividends paid deduction and by excluding net capital gain) and (b) 90% of
the net income (after tax, if any) from foreclosure property, minus (2) the sum
of certain items of non-cash income. In addition, if we were to recognize
"built-in-gain" (as defined below) on disposition of any assets acquired from a
"C" corporation in a transaction in which our basis in the assets was determined
by reference to the "C" corporation's basis (for instance, if the assets were
acquired in a tax-free reorganization), we would be required to distribute at
least 90% of the built-in-gain recognized net of the tax we would pay on such
gain. "Built-in-gain" is the excess of (a) the fair market value of an asset
(measured at the time of acquisition) over (b) the basis of the asset (measured
at the time of acquisition). We do not anticipate holding any assets having
built-in-gain.

     We are not required to distribute our net capital gains. Rather than
distribute them, we may elect to retain and pay the federal income tax on them,
in which case our shareholders will (i) include their proportionate share of the
undistributed net capital gains in income, (ii) receive a credit for their share
of the federal income tax we pay and (iii) increase the basis in their stock by
the difference between their share of the capital gain and their share of the
credit.

     DISTRIBUTION OF "EARNINGS AND PROFITS" ATTRIBUTABLE TO A "C" CORPORATION.
To qualify as a REIT, we cannot have at the end of any taxable year any
undistributed earnings and profits attributable to a "C" corporation taxable
year. We do not have any such earnings and profits nor do we anticipate
acquiring any corporation in a transaction in which we would succeed to their
earnings and profits.

     TAXATION AS A REIT. In any year in which we qualify as a REIT, we generally
will not be subject to federal income tax on that portion of our taxable income
or net capital gain that we distribute to our shareholders. We will pay federal
income tax on taxable income, including net


                                       21



capital gain, that we do not distribute to shareholders. Furthermore, if we fail
to distribute during a calendar year, or by the end of January following the
calendar year in the case of distributions with declaration and record dates
falling in the last three months of the calendar year, at least the sum of:

          o    85% of our REIT ordinary income for such year;

          o    95% of our REIT capital gain income for such year; and

          o    any undistributed taxable income for prior periods.

     We will incur a 4% nondeductible excise tax on the excess of such required
distributions over the amounts we actually distribute.

     FAILURE TO QUALIFY. If we fail to qualify as a REIT in any taxable year and
the relief provisions provided in the Code do not apply, we will be subject to
federal income tax, including any applicable alternative minimum tax, on our
taxable income in that taxable year and all subsequent taxable years at the
regular corporate income tax rates. We will not be allowed to deduct
distributions to shareholders in these years, nor will the Code require us to
make distributions. In such event, we will not be allowed to designate any
distributions as capital gains dividends, and you will not receive any share of
our tax preference items. In addition, distributions to most domestic
noncorporate shareholders, to the extent of our current and accumulated earnings
and profits, would generally be taxable at capital gains tax rates under current
law. Subject to certain limitations of the federal income tax laws, domestic
corporate shareholders might be eligible for the dividends received deduction.
Further, unless entitled to the relief provisions of the Code, we also will be
barred from re-electing REIT qualification for the four taxable years following
the year in which we fail to qualify. We intend to monitor on an ongoing basis
our compliance with the REIT requirements described above. To maintain our REIT
qualification, we will be required to limit the types of assets that we might
otherwise acquire, or hold some assets at times when we might otherwise have
determined that the sale or other disposition of these assets would have been
more prudent.

     The 2004 Act, in addition to amending the relief provisions applicable for
certain failures of the annual gross income tests and adding relief provisions
for failure of the quarterly asset tests, provides relief for failures of other
tests imposed as a condition of REIT qualification, as long as such failures are
attributable to reasonable cause and not willful neglect. A REIT would be
required to pay a penalty of $50,000, however, in the case of each such failure.
The above-described changes apply for taxable years of REITs beginning after the
date of enactment.

TAXATION OF U.S. SHAREHOLDERS

     For purposes of this discussion, a "U.S. shareholder" is a shareholder who
is a "U.S. person." A U.S. person is a person who is:

          o    A citizen or resident of the United States;


                                       22



          o    A corporation, partnership, or other entity created or organized
               in the United States or under the laws of the United States or of
               any political subdivision thereof;

          o    An estate whose income is includible in gross income for federal
               income tax purposes regardless of its source; or

          o    A trust, if (1) a court within the United States is able to
               exercise primary supervision over the administration of the trust
               and one or more U.S. persons have authority to control all
               substantial decisions of the trust, or (2) the trust was in
               existence on August 26, 1996, was treated as a domestic trust
               before such date, and has made an election to continue to be
               treated as a U.S. person.

     DISTRIBUTIONS. Unless you are a tax-exempt entity, distributions that we
make to you, including constructive distributions, generally will be subject to
tax as ordinary income to the extent of our current and accumulated earnings and
profits as determined for federal income tax purposes. If the amount we
distribute to you exceeds your allocable share of current and accumulated
earnings and profits, the excess will be treated as a return of capital to the
extent of your adjusted basis in your stock, which will reduce your basis in
your stock but will not be subject to tax. To the extent the amount we
distribute to you exceeds both your allocable share of current and accumulated
earnings and profits and your adjusted basis, this excess amount will be treated
as a gain from the sale or exchange of a capital asset.

     Distributions to our corporate shareholders, whether characterized as
ordinary income or as capital gain, are not eligible for the corporate dividends
received deduction.

     Generally, dividends that we pay are taxable to you at the rates applicable
to ordinary income. There are, however, three instances in which dividends we
pay to you will be taxable at the rates applicable to net capital gains. First,
distributions that we designate as capital gain dividends generally will be
taxable in your hands as long-term capital gains, but only to the extent such
distributions do not exceed our actual net capital gain for the taxable year. If
we realize a loss for the taxable year, you will not be permitted to deduct any
share of that loss. Second, to the extent we receive dividends from a "C"
corporation, such as a taxable REIT subsidiary, we will be able to designate the
dividends that we pay to you as eligible for taxation at the rate applicable to
net capital gains. Finally, to the extent we pay corporate level tax on income
or gain in one year, such as the tax on built-in-gains, we can designate
dividends as eligible for taxation at the rates applicable to net capital gains
to the extent of the amount of such income in excess of the tax paid thereon.
Dividends described in the preceding two sentences will generally qualify to be
taxed at the rates applicable to net capital gains if you hold our common stock
for more than 60 days during the 120-day period beginning on the date that is 60
days before the date on which our common stock becomes ex-dividend.

     Rather than distribute our net capital gains, we may elect to retain and
pay the federal income tax on them, in which case you will (i) include your
proportionate share of the undistributed net capital gains in income, (ii)
receive a credit for your share of the federal income tax we pay and (iii)
increase the basis in your stock by the difference between your share of the
capital gain and your share of the credit.


                                       23



     POST YEAR-END DIVIDENDS. Dividends that we declare during the last quarter
of a calendar year and actually pay to you during January of the following
taxable year generally are treated as if we had paid, and you had received, them
on December 31 of the calendar year and not on the date actually paid. In
addition, we may elect to treat other dividends distributed after the close of
the taxable year as having been paid during the taxable year, so long as they
meet the requirements described in the Code, but you will be treated as having
received these dividends in the taxable year in which the distribution is
actually made.

     GAIN ON DISPOSITION. If you sell or otherwise dispose of our stock, you
will generally recognize a capital gain or loss in an amount equal to the
difference between the amount realized and your adjusted basis in our stock,
which gain or loss will be long-term if the stock is held for more than one
year. Any loss recognized on the sale or exchange of stock held for six months
or less generally will be treated as a long-term capital loss to the extent of
(1) any long-term capital gain dividends you receive with respect to our stock
and (2) your proportionate share of any long-term capital gains that we retain.

     FAILURE TO QUALIFY. If we fail to qualify as a REIT in any year,
distributions we make to you will be taxable in the same manner discussed above,
except that:

          o    We will not be allowed to designate any distributions as capital
               gain dividends;

          o    Distributions (to the extent they are made out of our current and
               accumulated earnings and profits) will be eligible for the
               corporate dividends received deduction and generally will be
               taxable to domestic non-corporate shareholders at rates
               applicable to net capital gains, so long as certain holding
               period requirements are satisfied;

          o    The excess inclusion income rules (which are described under
               "Taxable Mortgage Pools" below) will not apply to the
               distributions we make;

          o    You will not receive any share of our tax preference items; and

          o    Dividends that we declare in the last quarter of the calendar
               year but pay to you in January would not be treated as though we
               had paid them to you on the immediately preceding December 31.

     In this event, however, we could be subject to substantial federal income
tax liability as a "C" corporation, and the amount of earnings and cash
available for distribution to you and other shareholders could be significantly
reduced or eliminated.

     INFORMATION REPORTING AND BACKUP WITHHOLDING--U.S. SHAREHOLDERS. For each
calendar year, we will report to our U.S. shareholders and to the IRS the amount
of distributions that we pay, and the amount of tax (if any) that we withhold on
these distributions. Under the backup withholding rules, you may be subject to
backup withholding tax with respect to distributions paid unless you:


                                       24



          o    Are a corporation or come within another exempt category and
               demonstrate this fact when required; or

          o    Provide a taxpayer identification number, certify as to no loss
               of exemption from backup withholding tax and otherwise comply
               with the applicable requirements of the backup withholding tax
               rules.

     A U.S. shareholder may satisfy this requirement by providing us an
appropriately prepared Form W-9. If you do not provide us with your correct
taxpayer identification number, then you may also be subject to penalties
imposed by the IRS.

     Backup withholding tax is not an additional tax. Any amounts withheld under
the backup withholding tax rules will be refunded or credited against your
federal income tax liability, provided you furnish the required information to
the IRS.

TAXATION OF TAX-EXEMPT ENTITIES

     The discussion under this heading only applies to you if you are a
tax-exempt entity. Subject to the discussion below regarding a pension-held
REIT, distributions received from us or gain realized on the sale of our stock
will not be taxable as unrelated business taxable income (or UBTI), provided
that:

          o    You have not incurred indebtedness to purchase or hold our stock;

          o    You do not otherwise use our stock in a trade or business
               unrelated to your exempt purpose; and

          o    We do not distribute dividends to you that are treated as
               representing excess inclusion income.

     In addition, a substantial portion of the distributions you receive may
constitute UBTI if we are treated as a "pension-held REIT" and you are a
"qualified pension trust" that holds more than 10% by value of our stock at any
time during a taxable year. For these purposes, a "qualified pension trust" is
any pension or other retirement trust that satisfies the requirements imposed
under Section 401(a) of the Code. We will be treated as a "pension-held REIT" if
(1) we would not be a REIT if we had to treat stock held in a qualified pension
trust as owned by the trust (instead of as owned by the trust's multiple
beneficiaries) and (2) (a) at least one qualified pension trust holds more than
25% of our stock by value, or (b) one or more qualified pension trusts (each
owning more than 10% of our stock by value) holds in the aggregate more than 50%
of our stock by value. Assuming compliance with the ownership limit provisions
set forth in our charter, it is unlikely that pension plans will accumulate
sufficient stock to cause us to be treated as a pension-held REIT.

     If you are a tax-exempt holder that is a social club, voluntary employee
benefit association, supplemental unemployment benefit trust, or qualified group
legal services plan exempt from federal taxation under Sections 501(c)(7),
(c)(9), (c)(17), or (c)(20) of the Code, respectively, then distributions
received by you may also constitute UBTI. We urge you to


                                       25



consult your tax advisor concerning the applicable set aside and reserve
requirements. See "Taxation of U.S. Shareholders."

FEDERAL INCOME TAX CONSIDERATIONS APPLICABLE TO FOREIGN SHAREHOLDERS

     The discussion under this heading only applies to you if you are not a U.S.
person (hereinafter, a foreign shareholder).

     This discussion is only a brief summary of the federal tax consequences
that apply to you, which are highly complex, and does not consider any specific
facts or circumstances that may apply to you and your particular situation. We
urge you to consult your tax advisor regarding the federal tax consequences of
acquiring, holding and disposing of our stock, as well as any tax consequences
that may arise under the laws of any foreign, state, local or other taxing
jurisdiction.

     DISTRIBUTIONS. Except for distributions designated as capital gains
dividends, distributions you receive from us generally will be subject to
federal withholding tax at the rate of 30%, to the extent of our current and
accumulated earnings and profits, unless reduced or eliminated by an applicable
tax treaty or unless the distributions are treated as effectively connected with
your U.S. trade or business. Dividend distributions that are attributable to
excess inclusion income will not be eligible for exemption from tax or any
reduction in the rate of tax. If you wish to claim the benefits of an applicable
tax treaty, you will need to satisfy certification and other requirements, such
as providing Form W-8BEN. If you wish to claim that our distributions are
effectively connected with your U.S. trade or business, you will need to satisfy
certification and other requirements such as providing Form W-8ECI. A
distribution to a foreign partnership is treated, with some exceptions, as a
distribution directly to the partners so that the partners are required to
provide the required certifications.

     Distributions you receive that are in excess of our earnings and profits
will be treated as a tax-free return of capital to the extent of your adjusted
basis in your stock. If the amount of the distribution also exceeds your
adjusted basis, this excess amount will be treated as gain from the sale or
exchange of your stock as described below. If we cannot determine at the time we
make a distribution whether the distribution will exceed our current and
accumulated earnings and profits, the distribution will be subject to
withholding at the same rate as dividends. These withheld amounts, however, will
be refundable or creditable against your federal tax liability if we
subsequently determine that the distribution was, in fact, in excess of our
earnings and profits. If you receive a distribution that is treated as being
effectively connected with your conduct of a trade or business within the United
States, the distribution will be subject to the federal income tax on net income
that applies to U.S. persons generally, and may be subject to the branch profits
tax if you are a corporation.

     Distributions that we make to you and designate as capital gains dividends,
other than those attributable to the disposition of a U.S. real property
interest, generally will not be subject to federal income taxation, unless:

          o    Your investment in our stock is effectively connected with your
               conduct of a trade or business within the United States; or


                                       26



          o    You are a nonresident alien individual who is present in the
               United States for 183 days or more in the taxable year and other
               requirements are met.

     Distributions that are attributable to a disposition of U.S. real property
interests (which term excludes interests in mortgage loans) are subject to
income and withholding taxes pursuant to the Foreign Investment in Real Property
Act of 1980, or FIRPTA, and may also be subject to branch profits tax if you are
a corporation that is not entitled to treaty relief or exemption. We do not,
however, anticipate recognizing any gain attributable to the disposition of U.S.
real property interests, as defined by FIRPTA. Existing Treasury Regulations
interpreting the FIRPTA provisions of the Code could be read as imposing a
withholding tax at a rate of 35% on all of our capital gain dividends even if no
portion of the capital gains we recognize during the year are attributable to
our disposition of a U.S. real property interest. With our taxable year
beginning January 1, 2005, however, a foreign investor that does not own more
than 5% of our stock at any time during the taxable year will not be subject to
the FIRPTA rules with respect to any of our distributions.

     GAIN ON DISPOSITION. You generally will not be subject to federal income
tax on gain recognized on a sale or other disposition of our stock unless:

          o    The gain is effectively connected with your conduct of a trade or
               business within the United States; or

          o    You are a nonresident alien individual who holds our stock as a
               capital asset and are present in the United States for 183 or
               more days in the taxable year and other requirements are met.

     Gain that is effectively connected with your conduct of a trade or business
within the United States will be subject to the federal tax on net income that
applies to U.S. persons generally and may be subject to the branch profits tax
if you are a corporation. However, these effectively connected gains will
generally not be subject to withholding. We urge you to consult applicable
treaties, which may provide for different rules.

     Under FIRPTA, you could be subject to tax on gain recognized from a sale or
other disposition of your stock if we were to both (1) hold U.S. real property
interests in excess of certain thresholds and (2) fail to qualify as a
domestically-controlled REIT. We do not expect to hold U.S. real property
interests in excess of the threshold.

     INFORMATION REPORTING AND BACKUP WITHHOLDING TAX. The information reporting
and backup withholding tax requirements (discussed above) will generally not
apply to foreign holders in the case of distributions treated as (1) dividends
subject to the 30% (or lower treaty rate) withholding tax (discussed above), or
(2) capital gain dividends. Also, as a general matter, backup withholding and
information reporting will not apply to the payment of proceeds from shares sold
by or through a foreign office of a foreign broker. However, in some cases (for
example, a sale of shares through the foreign office of a U.S. broker),
information reporting is required unless the foreign holder certifies under
penalty of perjury that it is a foreign holder, or otherwise establishes an
exemption. A foreign shareholder may satisfy this requirement by using an
appropriately prepared Form W-8BEN.


                                       27



     FEDERAL ESTATE TAXES. In general, if an individual who is not a citizen or
resident (as defined in the Code) of the United States owns (or is treated as
owning) our stock at the date of his or her death, such stock will be included
in the individual's gross estate for federal estate tax purposes, unless an
applicable treaty provides otherwise.

TAXABLE MORTGAGE POOLS

     A taxable mortgage pool is any entity (or in certain cases, a portion of an
entity) other than a REMIC or a financial asset securitization investment trust
that has the following characteristics:

     1.   Substantially all (generally, more than 80%) of the assets of such
          entity consist of debt obligations and more than 50% of such debt
          obligations are real estate mortgages;

     2.   Such entity issues two or more classes of debt obligations having
          different maturities; and

     3.   The timing and amount of payments or projected payments on the debt
          obligations issued by the entity are determined in large part by the
          timing and amount of payments the entity receives on the debt
          obligations it holds as assets.

     If a REIT is a taxable mortgage pool, or if a REIT owns a qualified REIT
subsidiary that is a taxable mortgage pool, then a portion of the REIT's income
will be treated as excess inclusion income and a portion of the dividends the
REIT pays to its shareholders will be considered to be excess inclusion income.
You cannot offset excess inclusion income with net operating losses or otherwise
allowable deductions. Moreover, if you are a tax-exempt shareholder, such as a
domestic pension fund, you must treat excess inclusion income as unrelated
business taxable income. If you are not a U.S. shareholder, your dividend
distributions may be subject to withholding tax, without regard to any exemption
or reduction in rate that might otherwise apply, with respect to your share of
excess inclusion income. The manner in which excess inclusion income would be
allocated among shares of different classes of our stock or how such income is
to be reported to shareholders is not clear under current law.

     Although we leverage our investments in agency certificates, we believe
that our financing transactions do not cause any portion of our assets to be
treated as a taxable mortgage pool and we do not expect that any portion of our
dividend distributions will be treated as excess inclusion income.

STATE AND LOCAL TAXES

     You may be subject to state or local taxation in various jurisdictions,
including those in which you transact business or reside. The state and local
tax treatment that applies to you may not conform to the federal income tax
consequences discussed above. Consequently, we urge you to consult your tax
advisor regarding the effect of state and local tax laws.


                                       28



                              PLAN OF DISTRIBUTION

     We may sell the securities offered pursuant to this prospectus and any
accompanying prospectus supplements to or through one or more underwriters or
dealers or we may sell the securities to investors directly or through agents.
Each prospectus supplement, to the extent applicable, will describe the number
and terms of the securities to which such prospectus supplement relates, the
name or names of any underwriters or agents with whom we have entered into
arrangements with respect to the sale of such securities, the public offering or
purchase price of such securities and the net proceeds we will receive from such
sale. Any underwriter or agent involved in the offer and sale of the securities
will be named in the applicable prospectus supplement. Underwriters and agents
in any distribution contemplated hereby may from time to time include UBS
Securities LLC. We may sell securities directly to investors on our own behalf
in those jurisdictions where we are authorized to do so.

     Underwriters may offer and sell the securities at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to the prevailing market prices or at negotiated prices. We also may,
from time to time, authorize dealers or agents to offer and sell these
securities upon such terms and conditions as may be set forth in the applicable
prospectus supplement. In connection with the sale of any of these securities,
underwriters may receive compensation from us in the form of underwriting
discounts or commissions and may also receive commissions from purchasers of the
securities for whom they may act as agent. Underwriters may sell the securities
to or through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters or commissions from
the purchasers for which they may act as agents.

     Shares may also be sold in one or more of the following transactions: (a)
block transactions (which may involve crosses) in which a broker-dealer may sell
all or a portion of the shares as agent but may position and resell all or a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker-dealer as principal and resale by the broker-dealer for its own
account pursuant to a prospectus supplement; (c) a special offering, an exchange
distribution or a secondary distribution in accordance with applicable New York
Stock Exchange or other stock exchange rules; (d) ordinary brokerage
transactions and transactions in which a broker-dealer solicits purchasers; (e)
sales "at the market" to or through a market maker or into an existing trading
market, on an exchange or otherwise, for shares; and (f) sales in other ways not
involving market makers or established trading markets, including direct sales
to purchasers. Broker-dealers may also receive compensation from purchasers of
the shares which is not expected to exceed that customary in the types of
transactions involved.

     Any underwriting compensation paid by us to underwriters or agents in
connection with the offering of these securities, and any discounts or
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable prospectus supplement. Dealers and agents
participating in the distribution of the securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the securities may be deemed to be underwriting
discounts and commissions.

     Underwriters, dealers and agents may be entitled, under agreements entered
into with us, to indemnification against and contribution toward certain civil
liabilities, including liabilities


                                       29



under the Securities Act of 1933. Unless otherwise set forth in the accompanying
prospectus supplement, the obligations of any underwriters to purchase any of
these securities will be subject to certain conditions precedent.

     In connection with the offering of the securities hereby, certain
underwriters, and selling group members and their respective affiliates, may
engage in transactions that stabilize, maintain or otherwise affect the market
price of the applicable securities. These transactions may include stabilization
transactions effected in accordance with Rule 104 of Regulation M promulgated by
the SEC pursuant to which these persons may bid for or purchase securities for
the purpose of stabilizing their market price.

     The underwriters in an offering of securities may also create a "short
position" for their account by selling more securities in connection with the
offering than they are committed to purchase from us. In that case, the
underwriters could cover all or a portion of the short position by either
purchasing securities in the open market following completion of the offering of
these securities or by exercising any over-allotment option granted to them by
us. In addition, the managing underwriter may impose "penalty bids" under
contractual arrangements with other underwriters, which means that they can
reclaim from an underwriter (or any selling group member participating in the
offering) for the account of the other underwriters, the selling concession for
the securities that are distributed in the offering but subsequently purchased
for the account of the underwriters in the open market. Any of the transactions
described in this paragraph or comparable transactions that are described in any
accompanying prospectus supplement may result in the maintenance of the price of
the securities at a level above that which might otherwise prevail in the open
market. None of the transactions described in this paragraph or in an
accompanying prospectus supplement are required to be taken by any underwriters
and, if they are undertaken, may be discontinued at any time.

     Our common stock is listed on the New York Stock Exchange under the symbol
"NLY" and our Series A Preferred Stock is listed on the New York Stock Exchange
under the symbol "NLY PrA." All other series of our preferred stock other than
the Series A Preferred Stock and our Series B Preferred Stock will be new issues
of securities with no established trading market and may or may not be listed on
a national securities exchange. Any underwriters or agents to or through which
securities are sold by us may make a market in the securities, but these
underwriters or agents will not be obligated to do so and any of them may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of or trading market for any securities sold by us.

     Underwriters, dealers and agents may engage in transactions with, or
perform services for, us and our affiliates in the ordinary course of business.
Underwriters have from time to time in the past provided, and may from time to
time in the future provide, investment banking services to us for which they
have in the past received, and may in the future receive, customary fees. We
have a secured repurchase credit facility with UBS Securities LLC.

                                     EXPERTS

     The financial statements and management's report on the effectiveness of
internal control over financial reporting incorporated in this prospectus by
reference from our Annual Report on


                                       30



Form 10-K have been audited by Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their report, which is incorporated herein
by reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

                                  LEGAL MATTERS

     The validity of the securities offered hereby is being passed upon for us
by Kirkpatrick & Lockhart Nicholson Graham LLP. The opinion of counsel described
under the heading "Federal Income Tax Considerations" is being rendered by McKee
Nelson LLP. This opinion is subject to various assumptions and is based on
current tax law.

                  WHERE YOU CAN FIND MORE INFORMATION ON ANNALY

     We file annual, quarterly and current reports, proxy statements and other
information with the SEC. The public may read any materials we file with the SEC
at the SEC's Public Reference Room at 100 F Street, N.E, Washington, D.C. 20549.
The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that
site is http://www.sec.gov. Our common stock is listed on the New York Stock
Exchange under the symbol "NLY" and our Series A Preferred Stock is listed on
the New York Stock Exchange under the symbol "NLY PrA," and all such reports,
proxy statements and other information filed by us with the New York Stock
Exchange may be inspected at the New York Stock Exchange's offices at 20 Broad
Street, New York, New York 10005. Finally, we also maintain an Internet site
where you can find additional information. The address of our Internet site is
http://www.annaly.com. All internet addresses provided in this prospectus or in
any accompanying prospectus supplement are for informational purposes only and
are not intended to be hyperlinks. In addition, the information on our internet
site is not a part of, and is not incorporated or deemed to be incorporated by
reference in, this prospectus or any accompanying prospectus supplement or other
offering materials. Accordingly, no information in our or any of these other
internet addresses is included herein or incorporated or deemed to be
incorporated by reference herein.

     We have filed a registration statement, of which this prospectus is a part,
covering the securities offered hereby. As allowed by SEC rules, this prospectus
does not contain all of the information set forth in the registration statement
and the exhibits, financial statements and schedules thereto. We refer you to
the registration statement, the exhibits, financial statements and schedules
thereto for further information. This prospectus is qualified in its entirety by
such other information.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in this prospectus. We


                                       31



have filed the documents listed below with the SEC (File No. 1-13447) under the
Exchange Act, and these documents are incorporated herein by reference:

     o    Our Annual Report on Form 10-K for the year ended December 31, 2005 as
          filed on March 13, 2006;

     o    Our Current Report on Form 8-K filed on April 7, 2006;

     o    Our Current Report on Form 8-K filed on April 10, 2006;

     o    Our Current Report on Form 8-K filed on April 21, 2006;

     o    Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004
          filed on May 9, 2006;

     o    Description of our common stock included in our Registration Statement
          on Form 8-A, filed on October 6, 1997;

     o    Description of our Series A Preferred Stock included in our
          Registration Statement on Form 8-A, filed April 1, 2004; and

     o    Description of our Series B Preferred Stock included in our
          Registration Statement on Form 8-A, filed April 12, 2006.

     All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus and prior to the termination of
the offering of the securities to which this prospectus relates (other than
information in such documents that is not deemed to be filed) shall be deemed to
be incorporated by reference into this prospectus and to be part hereof from the
date of filing of those documents. All documents we file pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial
registration statement that contains this prospectus and prior to the
effectiveness of the registration statement shall be deemed to be incorporated
by reference into this prospectus and to be part hereof from the date of filing
those documents.

     Any statement contained in this prospectus or in a document incorporated by
reference shall be deemed to be modified or superseded for all purposes to the
extent that a statement contained in this prospectus or in any other document
which is also incorporated by reference modifies or supersedes that statement.

     We will provide to each person, including any beneficial owner, to whom a
copy of this prospectus is delivered, a copy of any or all of the information
that has been incorporated by reference in this prospectus but not delivered
with this prospectus (other than the exhibits to such documents which are not
specifically incorporated by reference herein); we will provide this information
at no cost to the requester upon written or oral request to Investor Relations,
Annaly Mortgage Management, Inc., 1211 Avenue of the Americas, Suite 2902, New
York, New York 10036, telephone number (212) 696-0100.


                                       32

50,000,000 Shares

Annaly Capital Management, Inc.

Common Stock

P R O S P E C T U S     S U P P L E M E N T

Merrill Lynch & Co.
Citigroup
UBS Investment Bank
Bear, Stearns & Co. Inc.
Credit Suisse
Keefe, Bruyette & Woods
RBC Capital Markets

March 7, 2007