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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

                Date of Report (Date of earliest event reported)
                                January 14, 2004


                        Annaly Mortgage Management, Inc.
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)



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



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


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


                                    No Change
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)





Item 5.  OTHER EVENTS

         On January 14, 2004, Annaly Mortgage  Management,  Inc. (the "Company")
entered  into an  underwriting  agreement  with UBS  Securities  LLC and Merrill
Lynch,  Pierce,  Fenner & Smith  Incorporated as  representatives of the several
underwriters  (collectively,  the  "Underwriters"),  relating  to  the  sale  of
18,000,000  shares  of common  stock,  par value  $0.01 per share  (the  "Common
Stock"),  and  the  granting  of an  over-allotment  option  for  an  additional
2,700,000 shares of Common Stock to the Underwriters to fulfill over-allotments.
The offering is expected to close on January 21, 2004.

         The  aggregate  net  proceeds,  excluding  the proceeds the Company may
obtain from the exercise of the  over-allotment  option,  to the Company  (after
deducting estimated expenses) are estimated to be approximately $316,050,000.

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

         (a)      Not applicable.

         (b)      Not applicable.

         (c)      Exhibits:

                               1.1     Underwriting Agreement, dated January 14,
                                       2004 between the Company and the
                                       Underwriters




                                   SIGNATURES

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

                                           ANNALY MORTGAGE MANAGEMENT, INC.



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


Dated: January 15, 2004




                                  EXHIBIT INDEX

EXHIBIT NO.                      DESCRIPTION
-----------                      -----------
1.1                              Underwriting Agreement, dated January 14, 2004
                                 between the Company and the Underwriters