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

May 22, 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, Suite 250, 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 8.01   Other Events.

On May 22, 2007, at the Annual Meeting of Shareholders of Anworth Mortgage Asset Corporation (the “Company”), the shareholders approved a proposal, which was previously advised by the Board of Directors, to increase the authorized number of shares of common stock, par value $0.01 per share, from 100 million to 200 million.

On May 27, 2008, the Company filed with the State Department of Assessments and Taxation of the State of Maryland Articles of Amendment to its Amended Articles of Incorporation. The Articles of Amendment (i) increases the total number of shares of stock of all classes which the Company has authority to issue from 120,000,000 to 220,000,000 shares, of which 200,000,000 shares are initially classified as common stock and 20,000,000 shares are classified as preferred stock, and (ii) increases the aggregate par value of all shares of stock of all classes from $1.2 million to $2.2 million. None of the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms and conditions of redemption of any class of the Company’s capital stock was changed by the Articles of Amendment.

A copy of the Articles of Amendment to Amended Articles of Incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Item 9.01   Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits.

Exhibit #	Description
3.1	Articles of Amendment to Amended Articles of Incorporation of Anworth Mortgage Asset Corporation

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: May 27, 2008	By:	/s/ Lloyd McAdams
		Lloyd McAdams Chief Executive Officer

EXHIBIT INDEX

Exhibit #	Description
3.1	Articles of Amendment to Amended Articles of Incorporation of Anworth Mortgage Asset Corporation

EX-3.1

Exhibit 3.1

ANWORTH MORTGAGE ASSET CORPORATION

ARTICLES OF AMENDMENT

TO

AMENDED ARTICLES OF INCORPORATION

Anworth Mortgage Asset Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessment and Taxation of Maryland that:

FIRST: The charter of the Corporation is hereby amended by deleting the existing Article SIXTH, clause (a) in its entirety and substituting in lieu thereof the following:

“SIXTH: (a) The total number of shares of stock of all classes which the Corporation has authority to issue is 220,000,000 shares of capital stock (par value $.01 per share), of which 200,000,000 shares are initially classified as “Common Stock” and 20,000,000 shares are initially classified as “Preferred Stock.” This amendment increases the aggregate par value of all shares of stock of all classes from $1,200,000 to $2,200,000, as amended. The Board of Directors may classify and reclassify any unissued shares of capital stock by setting or changing in any one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption of such shares of capital stock.”

SECOND: This amendment to the charter of the Corporation has been advised by the board of directors and approved by the stockholders of the Corporation.

THIRD: Prior to the filing of this amendment, the Corporation has authority to issue 120,000,000 shares of capital stock (par value $.01 per share), consisting of 100,000,000 shares of common stock (par value $.01 per share) and 20,000,000 shares of preferred stock (par value $.01 per share). Prior to the filing of this amendment, the aggregate par value of all authorized shares of capital stock having par value is $1,200,000.

FOURTH. Upon the filing of this Amendment, the Corporation has authority to issue 220,000,000 shares of capital stock (par value $.01 per share), consisting of 200,000,000 shares of common stock (par value $.01 per share) and 20,000,000 shares of preferred stock (par value $.01 per share). Upon the filing of this Amendment, the aggregate par value of all authorized shares of capital stock having par value is $2,200,000.

FIFTH: None of the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms and conditions of redemption of any class of the Corporation’s capital stock was changed by this Amendment.

SIXTH: The undersigned Chairman of the Board, President and Chief Executive Officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned Chairman of the Board, President and Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[Signatures appear on next page]

IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed in its name and on its behalf by its Chairman of the Board, President and Chief Executive Officer and attested to by its Chief Financial Officer, Treasurer and Secretary on this 22nd day of May, 2008.

ATTEST:	ANWORTH MORTGAGE ASSET CORPORATION
/s/ Thad M. Brown	By:	/s/ Lloyd McAdams
Thad M. Brown Chief Financial Officer, Treasurer and Secretary		Lloyd McAdams Chairman of the Board, President and Chief Executive Officer