April 17, 2019

Glenn A. Votek
Chief Financial Officer
Annaly Capital Management, Inc.
1211 Avenue Of The Americas
New York, New York 10036

       Re: Annaly Capital Management, Inc.
           Form 10-K for the fiscal year ended December 31, 2018
           Filed February 15, 2019
           File No. 001-13447

Dear Mr. Votek:

       We have reviewed your April 3, 2019 response to our comment letter and
have the
following comments. In some of our comments, we may ask you to provide us with
information
so we may better understand your disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

      After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in our
March 20, 2019 letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2018

Item 7. Management's Discussion and Analysis
Non-GAAP Financial Measures, page 55

1.    We have considered your response to comment one. Please address the
following with
      respect to your treatment of interest rate swaps in your non-GAAP
measures:
        Please expand your disclosure in future filings to include more
quantitative and
          qualitative information regarding the change in your treatment of
interest rate swaps in
          your Non-GAAP measures. In your revised disclosure, please include a
discussion of
          the reasons for the change and quantitative information necessary for
an investor to
          determine the impact of the change when evaluating comparative
information.
        Tell us whether non-GAAP financial information for prior periods
reflects the impact
          of the change in methodology with respect to interest rate swaps. To
the extent you
 Glenn A. Votek
Annaly Capital Management, Inc.
April 17, 2019
Page 2
             have not revised prior period amounts, explain to us how you
considered the guidance
             in question 100.02 in the Compliance and Disclosure Interpretation
related to Non-
             GAAP Financial Measures.
             It appears there is a correlation between your utilization of
market agreed coupon
             ("MAC") interest rate swaps and the shift in your hedging
strategy. In future periodic
             filings, to the extent material, please provide quantitative and
qualitative discussion to
             highlight the impact of MAC interest rate swaps on your
significant Non-GAAP
             financial measures.
2.       Please tell us the net interest component of market agreed coupon
interest rate swaps.
         Please provide this information for each quarter end in 2018 and for
the year ended
         December 31, 2018.
Note 10. Derivative Instruments, page F-24

3.       The amounts outlined for MAC interest rate swaps in your response
appear to exceed the
         amounts within your footnote disclosure. For example, current notional
amounts for 0
         3 years in your response is $33.6 billion, while footnote disclosures
indicate $31.9 billion
         notional amount for the same maturity period. Additionally, per your
response, fair value
         for MAC interest rate swaps as of December 31, 2018 is $457 million,
while footnote
         disclosures indicate $48.1 million and $420.4 million for interest
rate swap assets and
         liabilities, respectively. Please clarify the reason for the
differences for us, and indicate
         in your response how the MAC interest rate swaps are reflected within
your balance sheet
         and the journal entries entered when you record the upfront payment
for MAC interest
         rate swaps.


       You may contact Wilson K. Lee, Senior Staff Accountant, at (202) 551 -
3468 or Robert
F. Telewicz, Accounting Branch Chief, at (202) 551 - 3438 if you have any
questions.



                                                                Sincerely,
FirstName LastNameGlenn A. Votek
                                                                Division of
Corporation Finance
Comapany NameAnnaly Capital Management, Inc.
                                                                Office of Real
Estate and
April 17, 2019 Page 2                                           Commodities
FirstName LastName