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 28, 2014

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

Maryland

1-13447

22-3479661

(State or Other Jurisdiction

Of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1211 Avenue of the Americas

Suite 2902

New York, New York

10036

(Address of Principal

Executive Offices)

(Zip Code)

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

(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On January 28, 2014, John A. Lambiase, a non-independent member of the Board of Directors (the “Board”) of Annaly Capital Management, Inc. (the “Company”), notified the Company that he will not stand for re-election at the Company’s 2014 Annual Meeting of Shareholders. His departure will be effective on the day of the Company’s 2014 Annual Meeting of Shareholders (the "Annual Meeting").

On January 30, 2014, the Company issued a press release regarding Mr. Lambiase’s decision not to seek re-election to the Board at the Annual Meeting. A copy of the press release is furnished as Exhibit 99.1 to this report.

(d)	Exhibits

	99.1	Press Release, dated January 30, 2014, issued by Annaly Capital Management, Inc.

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 CAPITAL MANAGEMENT, INC.


		By:	/s/ Glenn A. Votek
			Name:	Glenn A. Votek
			Title:	Chief Financial Officer


Dated:	January 30, 2014