8-K

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

                                  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):
                                  April 6, 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                               (Zip Code)
        Executive 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 8.01. Other Events

     On April 6, 2006, Annaly Mortgage Management, Inc. (the "Company") issued a
press release announcing that it has agreed to the concurrent sale of 34,100,000
shares of its common stock at $11.75 per share for estimated gross proceeds of
approximately $400,675,000, and 4,000,000 shares of its 6% Series B Cumulative
Convertible Preferred Stock at $25.00 per share for estimated gross proceeds of
$100,000,000. The Company has granted the respective underwriters of these
offerings a 30-day option to purchase up to an additional 5,115,000 shares of
common stock to cover over-allotments and an additional 600,000 shares of Series
B cumulative convertible preferred stock to cover over-allotments. The common
stock offering and the Series B cumulative convertible preferred stock offering
are being conducted as separate public offerings by means of separate prospectus
supplements, and the offerings are not contingent upon each other. The Company
expects to close the transactions on or about April 12, 2006. The Company's
press release is attached hereto as Exhibit 99.1.



Item 9.01  Financial Statements and Exhibits


     (c)   Exhibits


99.1       Press Release, dated April 6, 2006 issued by Annaly Mortgage
           Management, Inc.






                                   SIGNATURES


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


                                       ANNALY MORTGAGE MANAGEMENT, INC.



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



Dated: April 6, 2006

EX-99.1

                                                                    Exhibit 99.1

Annaly Mortgage Management, Inc. Announces Pricing of Common Stock and
       Series B Cumulative Convertible Preferred Stock Offerings

    NEW YORK--(BUSINESS WIRE)--April 6, 2006--Annaly Mortgage
Management, Inc. (NYSE:NLY) announced today that it has set the price
for the public offering of 34,100,000 shares of common stock at $11.75
per share for estimated gross proceeds of approximately $401 million.
The Company has granted the underwriters a 30-day option to purchase
up to an additional 5,115,000 shares of common stock to cover
over-allotments. All of the shares are being offered by Annaly
Mortgage Management, Inc.
    In addition, the Company announced that it has concurrently set
the price for the public offering of 4,000,000 shares of 6.00% Series
B cumulative convertible preferred stock at $25 per share for
estimated gross proceeds of $100 million. The Series B cumulative
convertible preferred stock will be convertible by holders into shares
of the Company's common stock at an initial conversion rate of 1.7730
shares of common stock per share of Series B cumulative convertible
preferred stock (subject to adjustment in certain circumstances),
which represents an initial conversion price of approximately $14.10
per share. The underwriters have an option to purchase from the
Company up to an additional 600,000 shares of Series B cumulative
convertible preferred stock to cover over-allotments, if any.
    The estimated net proceeds to the Company from these offerings are
expected to be approximately $477 million, which the Company intends
to use to purchase mortgage-backed securities and for general
corporate purposes.
    The common stock offering and the Series B cumulative convertible
preferred stock offering are being conducted as separate public
offerings by means of separate prospectus supplements, and the
offerings are not contingent upon each other. The Company expects to
close the transactions on or about April 12, 2006, and each closing is
subject to the satisfaction of customary closing conditions.
    Merrill Lynch & Co. is acting as sole book-running manager for
each of the public offerings. Citigroup and UBS Investment Bank are
acting as joint lead managers for the common stock offering, with
Deutsche Bank Securities, Keefe, Bruyette & Woods and RBC Capital
Markets acting as co-managers. Bear, Stearns & Co. Inc. is acting as
joint lead manager for the Series B cumulative convertible preferred
stock offering. Information about each of the offerings is available
in the prospectus supplements and the accompanying prospectus of the
offerings filed with the Securities and Exchange Commission. Copies of
the prospectus supplements can be obtained from Merrill Lynch's
prospectus department at 4 World Financial Center, New York, NY 10080;
Phone 212-449-1000.
    This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
common shares or Series B cumulative convertible preferred shares in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. Any offering of
common shares or Series B cumulative convertible preferred shares is
being made only by means of a written prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
    Annaly manages assets on behalf of institutional and individual
investors worldwide through Annaly and through the funds managed by
its wholly-owned registered investment advisor, FIDAC. The Company's
principal business objective is to generate net income for
distribution to investors from the spread between the interest income
on its mortgage-backed securities and the cost of borrowing to finance
their acquisition and from dividends Annaly receives from FIDAC, which
earns investment advisory fee income. The Company is a Maryland
corporation that has elected to be taxed as a real estate investment
trust ("REIT").

    This news release and our public documents to which we refer
contain or incorporate by reference certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. 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, changes in interest rates, changes in yield curve,
changes in prepayment rates, the availability of mortgage-backed
securities for purchase, the availability of financing and, if
available, the terms of any financing, FIDAC's clients removal of
assets FIDAC manages, FIDAC's regulatory requirements, and competition
in the investment management business. For a discussion of the risks
and uncertainties which could cause actual results to differ from
those contained in the forward-looking statements, see "Risk Factors"
in our Annual Report on Form 10-K for the fiscal year ended December
31, 2005, and in the prospectus supplements relating to each offering.
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.

    CONTACT: Annaly Mortgage Management, Inc.
             Investor Relations, 1-888-8Annaly
             www.annaly.com