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


January 2, 2009 (December 30, 2008)
Date of Report (Date of earliest event reported)


ANWORTH MORTGAGE ASSET CORPORATION
(Exact Name of Registrant as Specified in its Charter)


Maryland
(State or Other Jurisdiction of Incorporation)

001-13709	52-2059785
(Commission File Number)	(IRS Employer Identification No.)

1299 Ocean Avenue, 2nd Floor, Santa Monica, California	90401
(Address of Principal Executive Offices)	(Zip Code)

(310) 255-4493
(Registrant’s Telephone Number, Including Area Code)

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.

On December 30, 2008, Anworth Mortgage Asset Corporation (“Anworth”) entered into addenda (the “Addenda”) to its employment agreements with Lloyd McAdams, Anworth’s Chairman, Chief Executive Officer and President, and Joseph E. McAdams, Anworth’s Chief Investment Officer and Executive Vice President (the “Executives”).

The Addenda amend the employment agreements with the Executives to (1) provide that 25% of any amount in excess of $100,000 paid to the Executives pursuant to an incentive structure set forth in their employment agreements, with respect to calendar year 2009 and each subsequent year, will be paid in common stock subject to certain restrictions set forth in Appendix A to the employment agreements and in accordance with the Anworth Mortgage Asset Corporation 2004 Equity Compensation Plan, and (2) modify how return on average equity is calculated for purposes of determining the size of performance-based bonus pool under the incentive structure set forth in their employment agreements.

The foregoing summary is qualified in its entirety by reference to the complete text of the Addenda, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(a)	Not Applicable.
(b)	Not Applicable.
(c)	Not Applicable.
(d)	Exhibits.
	Exhibit 10.1
Fifth Addendum to Employment Agreement effective December 30, 2008 by and between Anworth Mortgage Asset Corporation and Lloyd McAdams.
	Exhibit 10.2
Seventh Addendum to Employment Agreement effective December 30, 2008 by and between Anworth Mortgage Asset Corporation and Joseph E. McAdams.

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.

		ANWORTH MORTGAGE ASSET CORPORATION
Date:	January 2, 2009	By:	/s/ Lloyd McAdams
				Chief Executive Officer

EXHIBIT INDEX

Exhibit #	Description
10.1	Fifth Addendum to Employment Agreement effective December 30, 2008 by and between Anworth Mortgage Asset Corporation and Lloyd McAdams.
10.2	Seventh Addendum to Employment Agreement effective December 30, 2008 by and between Anworth Mortgage Asset Corporation and Joseph E. McAdams.

EX-10.1

Exhibit 10.1

FIFTH ADDENDUM TO EMPLOYMENT AGREEMENT

THIS FIFTH ADDENDUM TO EMPLOYMENT AGREEMENT (the “Fifth Addendum”) is made effective as of the 30th day of December, 2008, by and between Anworth Mortgage Asset Corporation, a Maryland corporation (“Anworth”), and Joseph Lloyd McAdams (the “Executive”).

W I T N E S S E T H :

WHEREAS, the Executive and Anworth Mortgage Advisory Corporation (the “Company”) entered into an employment agreement dated January 1, 2002 (as amended to date, the “Agreement”);

WHEREAS, the Agreement was assumed by Anworth and the Executive, and the Company and Anworth entered into an addendum to such employment agreement dated April 18, 2002 (the “Addendum”), an addendum to such employment agreement dated May 28, 2004 (the “Second Addendum”) an addendum to such employment agreement dated June 27, 2006 (the “Third Addendum”); and addendum to such employment agreement dated February 22, 2008 (the “Fourth Addendum”)

WHEREAS, Anworth and the Executive desire to further modify the terms of the Executive’s employment under the Agreement.

NOW THEREFORE, the parties hereby covenant and agree as follows:

1. Effective Date. This Fifth Addendum shall become effective on the date hereof.

2. Incentive Plan and Bonus (Section 4(b) of the Agreement). Paragraph 4 of Section 4(b)(iii) of the Agreement is hereby amended by inserting the phrase “Twenty-Five percent (25%)” and is restated as follows:

“Twenty-Five percent (25%) of any amount in excess of $100,000 allocated to the Executive from the Pool with respect to calendar year 2009 and each subsequent year will be paid in common stock subject to certain restrictions set forth in Appendix A hereto and in accordance with the 2004 Equity Plan.”

3. Appendix A of the Agreement). The first paragraph of Appendix A of the Agreement is hereby restated as follows:

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“The Company’s return on average equity (“ROAE”) is calculated as the twelve-month GAAP net income available to common stockholders minus depreciation, gains/losses on asset sales and impairment charges/recoveries, divided by the average stockholder equity less (1) goodwill and (2) preferred stockholder equity.”

4. Remaining Terms Unchanged. The parties agree that all terms and conditions of the Agreement (as modified by this Fifth Addendum), including, but not limited to, all provisions pertaining to compensation, termination, choice of law and arbitration, shall remain in full force and effect as modified hereby.

IN WITNESS WHEREOF, this Fifth Addendum to Employment Agreement is executed as of the day and year first above written.

Executive

/s/ Joseph Lloyd McAdams

Joseph Lloyd McAdams

Anworth Mortgage Asset Corporation
By:	/s/ Thad M. Brown
	Name: Thad M. Brown
	Title: Chief Financial Officer

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EX-10.2

Exhibit 10.2

SEVENTH ADDENDUM TO EMPLOYMENT AGREEMENT

THIS SEVENTH ADDENDUM TO EMPLOYMENT AGREEMENT (the “Seventh Addendum”) is made effective as of the 30th day of December, 2008, by and between Anworth Mortgage Asset Corporation, a Maryland corporation (“Anworth”), and Joseph E. McAdams (the “Executive”).

W I T N E S S E T H :

WHEREAS, the Executive and Anworth Mortgage Advisory Corporation (the “Company”) entered into an employment agreement dated January 1, 2002 (as amended to date, the “Agreement”);

WHEREAS, the Agreement was assumed by Anworth and the Executive, and the Company and Anworth entered into an addendum to such employment agreement dated April 18, 2002 (the “Addendum”), an addendum to such employment agreement dated June 13, 2002 (the “Second Addendum”), an addendum to such employment agreement dated May 28, 2004 (the “Third Addendum”), an addendum to such employment agreement dated June 27, 2006 (the “Fourth Addendum”); an addendum to such employment agreement dated February 13, 2008 (the “Fifth Addendum”); and an addendum to such employment agreement dated February 22, 2008 (the “Sixth Addendum”);

WHEREAS, Anworth and the Executive desire to further modify the terms of the Executive’s employment under the Agreement.

NOW THEREFORE, the parties hereby covenant and agree as follows:

1. Effective Date. This Fifth Addendum shall become effective on the date hereof.

2. Incentive Plan and Bonus (Section 4(b) of the Agreement). Paragraph 4 of Section 4(b)(iii) of the Agreement is hereby amended by inserting the phrase “Twenty-Five percent (25%)” and is restated as follows:

“Twenty-Five percent (25%) of any amount in excess of $100,000 allocated to the Executive from the Pool with respect to calendar year 2009 and each subsequent year will be paid in common stock subject to certain restrictions set forth in Appendix A hereto and in accordance with the 2004 Equity Plan.”

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3. Appendix A of the Agreement). The first paragraph of Appendix A of the Agreement is hereby restated as follows

“The Company’s return on average equity (“ROAE”) is calculated as the twelve-month GAAP net income available to common stockholders minus depreciation, gains/losses on asset sales and impairment charges/recoveries, divided by the average stockholder equity less (1) goodwill and (2) preferred stockholder equity.”

4. Remaining Terms Unchanged. The parties agree that all terms and conditions of the Agreement (as modified by this Fifth Addendum), including, but not limited to, all provisions pertaining to compensation, termination, choice of law and arbitration, shall remain in full force and effect as modified hereby.

IN WITNESS WHEREOF, this Seventh Addendum to Employment Agreement is executed as of the day and year first above written.

Executive

/s/ Joseph E. McAdams

Joseph E. McAdams

Anworth Mortgage Asset Corporation
By:	/s/ Thad M. Brown
	Name: Thad M. Brown
	Title: Chief Financial Officer

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