UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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


                Date of Report (Date of earliest event reported)
                                January 23, 2006


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


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


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

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


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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))


Item 1.01.  Entry into a Material Definitive Agreement


     On January 23, 2006,  Annaly  Mortgage  Management,  Inc.  (the  "Company")
amended and restated the  employment  agreements it had entered into with Jeremy
Diamond,  Ronald D. Kazel and R. Nicholas Singh.  Messrs.  Diamond and Kazel are
Managing  Directors of the Company,  and Mr. Singh is Executive Vice  President,
General Counsel, Secretary and Chief Compliance Officer. Each agreement is for a
one year  term,  and can be  renewed  annually.  Under the  amended  agreements,
Messrs. Diamond and Kazel will receive annual base salaries of $500,000, and Mr.
Singh will  receive an annual base salary of  $400,000,  subject in each case to
discretionary increases by the Company. In addition, each individual is eligible
to receive a  discretionary  bonus if  approved  by the  Company's  Compensation
Committee.  If any of these individuals'  employment is terminated without Cause
(as  defined)  or by the  individual  for Good Reason (as  defined),  he will be
entitled to a severance  payment  equal to three times the greater of his annual
base salary and performance  bonus for the preceding year or the average for the
three  preceding  years of his annual base  salary and  performance  bonus.  The
agreements include a one-year non-compete provision.




                                   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 23, 2006