8-K

                       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



                                 MARCH 28, 2003
                Date of report (Date of earliest event reported)



                     FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
               (Exact Name of Registrant as Specified in Charter)



         VIRGINIA                 001-13731              54-1837743
     (State or Other          (Commission File          (IRS Employer
       Jurisdiction                Number)           Identification No.)
    of Incorporation)

                          1001 NINETEENTH STREET NORTH
                               ARLINGTON, VA 22209
          (Address of Principal Executive Offices, including Zip Code)


                                 (703) 312-9500
              (Registrant's telephone number, including area code)


                                 NOT APPLICABLE
          (Former Name or Former Address, if Changed Since Last Report)







ITEM 5.     OTHER EVENTS.

      On March 28, 2003, the shareholders of Friedman, Billings, Ramsey Group,
Inc. (the "Company") voted to approve the Agreement and Plan of Merger, dated as
of November 14, 2002, by and among the Company, FBR Asset Investment Corporation
("FBR Asset") and Forest Merger Corporation, and the transactions contemplated
thereby. The joint press release issued by the Company and FBR Asset regarding
the shareholder approval is attached hereto as Exhibit 99.1.

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (c)   Exhibits.

      99.1        Press Release, dated March 28, 2003.







                                    SIGNATURE

            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.


                                      FRIEDMAN, BILLINGS,
                                         RAMSEY GROUP, INC.


                                      By:    /s/ Emanuel J. Friedman
                                          ------------------------------
                                          Name:  Emanuel J. Friedman
                                          Title: Chairman and Co-Chief Executive
                                                 Officer

Date:  March 28, 2003






                                  EXHIBIT INDEX



99.1        Press Release, dated March 28, 2003.

EX-99

                                                                    Exhibit 99.1


           FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. AND FBR ASSET
                             INVESTMENT CORPORATION
                          SHAREHOLDERS APPROVE MERGER


ARLINGTON, VA., MARCH 28, 2003 - Friedman, Billings, Ramsey Group, Inc. (NYSE:
FBR), and FBR Asset Investment Corporation (NYSE: FB) today announced that
shareholders of the two companies, in separate special meetings, approved the
previously announced merger.

Shareholders of Friedman, Billings, Ramsey Group, Inc. approved the merger with
shares representing 99.93% of the voting power and 88.51% of the votes
outstanding in support. Shareholders of FBR Asset Investment Corporation
approved the merger with 75.5% of the shares voting and 71.83% of the total
outstanding shares in favor of the transaction. In order to approve the merger,
holders of a majority of the voting power of outstanding FBR Group shares and
holders of more than two thirds of the outstanding FBR Asset shares were
required to vote in favor of the merger.

The merger is expected to close before the opening of business on March 31, 2003
and the new company, which will assume the name Friedman, Billings, Ramsey
Group, Inc., will begin trading new Class A common stock on the New York Stock
Exchange under the symbol "FBR" on March 31, 2003. Subject to the approval of
the new company's board of directors, it is expected that the new company will
declare a dividend the week of April 1; the timing of the payment date for the
dividend being consistent with the past practice of FBR Asset.

"The approval of this merger marks another significant milestone for our
company," said Emanuel J. Friedman, Chairman and Co-CEO of Friedman, Billings,
Ramsey Group, Inc. "At closing, the combined company will have total assets of
more than $6.5 billion and a highly liquid balance sheet with equity capital of
approximately $1 billion. The addition of the mortgage backed securities
portfolio and an increased merchant banking business to the existing FBR
platform of investment banking, institutional brokerage, and asset management
furthers our goals of diversifying revenues and stabilizing earnings, while
preserving the opportunities for growth."

"Through this transaction, FBR Group will become the 7th largest independently
owned investment bank in the U.S. based on equity capital less goodwill," said
Eric Billings, Vice Chairman and Co-CEO of Friedman, Billings, Ramsey Group,
Inc. and Chairman and CEO of FBR Asset Investment Corporation. "The merger is
expected to permit more efficient internal access to capital, enhancing our
investment banking business and overall company growth while increasing the
stability of our earnings. For FBR Asset shareholders, the combination provides
internalized management and the opportunity for a new growth dynamic and
consistent dividend with reduced leverage. For FBR Group shareholders, the
merger will also be accretive to earnings and book value. The combination of the
new company's significant cash dividend and enhanced growth opportunity, offers
significant total return potential."

Friedman, Billings, Ramsey Group, Inc. provides investment banking,
institutional brokerage, asset management and private client services through
its operating subsidiaries and invests in mortgage backed securities and
merchant banking opportunities. FBR focuses capital and financial expertise on
six industry sectors: financial services, real estate, technology, healthcare,
energy and diversified industries. FBR, headquartered in the Washington, D.C.
metropolitan area, with offices in Arlington and Bethesda, also has offices in
Atlanta, Boston, Charlotte, Chicago, Cleveland, Dallas, Denver, Irvine, London,
New York, Portland, San Francisco, Seattle, and Vienna. As a result of the
merger, FBR will elect REIT status for tax purposes. For more information, see
http://www.fbr.com.
- ------------------

FBR Asset Investment Corporation is a real estate investment trust (REIT) that
invests in mortgage-backed securities and makes opportunistic investments in
debt and equity securities of companies engaged in real estate-related and other
businesses. Prior to the merger, FBR Asset has been externally managed by a
subsidiary of Friedman, Billings, Ramsey Group, Inc., which has been a minority
shareholder of FBR Asset.

                                     # # #

STATEMENTS CONCERNING FUTURE PERFORMANCE, DEVELOPMENTS, EVENTS, MARKET
FORECASTS, REVENUES, EXPENSES, EARNINGS, RUN RATES AND ANY OTHER GUIDANCE ON
PRESENT OR FUTURE PERIODS, CONSTITUTE FORWARD-LOOKING STATEMENTS THAT ARE
SUBJECT TO A NUMBER OF FACTORS, RISKS AND UNCERTAINTIES THAT MIGHT CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM STATED EXPECTATIONS OR CURRENT CIRCUMSTANCES.
THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THE EFFECT OF DEMAND FOR PUBLIC
OFFERINGS, ACTIVITY IN THE SECONDARY SECURITIES MARKETS, INTEREST RATES, THE
HIGH DEGREE OF RISK ASSOCIATED WITH TECHNOLOGY AND OTHER VENTURE CAPITAL
INVESTMENTS, AVAILABLE TECHNOLOGIES, COMPETITION FOR BUSINESS AND PERSONNEL, AND
GENERAL ECONOMIC, POLITICAL AND MARKET CONDITIONS

Media Contacts:
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Bob Leahy 703-312-9745 or bleahy@fbr.com
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Bill Dixon 703-469-1092 or bdixon@fbr.com
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