8-K

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  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): May 15, 2000


                           ANTHRACITE CAPITAL, INC.
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              (Exact name of Registrant as Specified in Charter)


         Maryland                    001-13937            13-397-8906
  ----------------------------    ----------------    -------------------
  (State or Other Jurisdiction      (Commission          (IRS Employer
      of Incorporation)             File Number)      Identification No.)



      345 Park Avenue, New York, NY                         10154
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  (Address of Principal Executive Offices)                (Zip Code)

  Registrant's telephone number, including area code: (212) 409-3333

                                    N/A
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       (Former Name or Former Address, if Changed Since Last Report)



ITEM 2.    ACQUISITION OR DISPOSITION OF ASSETS.

            On May 15, 2000, Anthracite Capital, Inc. (the "Company")
announced that it had completed the previously announced merger (the
"Merger") of a wholly owned subsidiary of the Company with and into CORE
Cap, Inc. The press release relating to the Merger is attached hereto as
Exhibits 99.1.

            Additionally, on May 22, 2000 the Company held its annual
meeting at which the proposal to permit conversion of the Company's 10%
Series B Cumulative Convertible Redeemable Preferred Stock (the "Series B
Preferred Stock") was approved by the Company's stockholders. Accordingly,
the Series B Preferred Stock is convertible at any time into shares of the
Company's common stock at an initial conversion price of $17.09 and the
dividend rate for such shares will remain at 10% per annum.

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

(c)   Exhibits.

      99.1  Press Release issued by the Company, dated May 15, 2000.


                                  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.


                                    ANTHRACITE CAPITAL, INC.


                                    By: /s/ Richard M. Shea
                                       ----------------------------------
                                       Name:  Richard M. Shea
                                       Title: Chief Operating Officer and
                                              Chief Financial Officer


Dated:  May 30, 2000



                                 EXHIBIT INDEX


   Designation                         Description
   -----------                         -----------
       99.1        Press Release issued by the Company, dated May 15, 2000.

EX-99

                                                                Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:    HUGH FRATER                 OR          RICHARD SHEA
            PRESIDENT AND CEO                       COO AND CFO
            ANTHRACITE CAPITAL, INC.                ANTHRACITE CAPITAL, INC.
            TEL: (212) 754-5535                     TEL: (212) 754-5579


                           ANTHRACITE CAPITAL, INC.
                     INCREASES CAPITAL BASE BY COMPLETING
                           MERGER WITH CORE CAP, INC


NEW YORK, NY - May 15, 2000, Anthracite Capital, Inc. (NYSE:AHR),
announced today that it will increase its equity capital base by
approximately $86 million to approximately $255 million by completing the
previously announced merger of CORE Cap, Inc. ("CORE Cap"). The transaction
closed May 15, 2000 pursuant to the CORE Cap shareholders vote in favor of
the merger agreement signed on February 8, 2000.

Hugh Frater, President and CEO of Anthracite, said, "We are very excited
about this transaction as it provides Anthracite with a significant amount
of new capital on attractive terms. This comes at a time when we see
tremendous opportunities in the high yield real estate markets. The
transaction will be accretive to year 2000 earnings, enhancing our primary
objective of creating strong earnings to support a high current dividend.
Furthermore, we are delighted that CORE Cap's largely institutional
shareholders have expressed a strong vote of confidence in Anthracite and
its prospects."

David Applegate, Chief Operating Officer of GMAC Mortgage commented
"Following the merger with CORE Cap, Anthracite will be in a solid position
to capitalize on consolidation opportunities in the mortgage finance sector
as well as provide superior risk adjusted returns to its shareholders." Mr.
Applegate will become one of two CORE Cap board members joining the
Anthracite's board when the transaction closes. GMAC, as a result of the
transaction, will become one of the largest shareholders of Anthracite.

The merger agreement provides for Anthracite to acquire 100% of the
outstanding common and preferred shares of CORE Cap for common shares and
Series B preferred shares of Anthracite. The exchange ratio for the common
stock was set at 1.2833 shares of Anthracite for each share of CORE Cap
based on the respective net asset values of Anthracite and CORE Cap.
Anthracite issued 4,180,609 new shares representing 16.6% of pro-forma
shares outstanding and adding approximately $30 million to its common
equity base.

Anthracite will also issue 2,261,000 shares of new Series B preferred
stock. The Series B preferred stock will be 10% perpetual stock with a
liquidation preference of $56.5 million that is pari passu with
Anthracite's Series A preferred stock. Anthracite common shareholders are
currently considering a proposal to allow the Series B preferred stock to
convert into common stock. The proposed strike price for the conversion has
been set at $17.09. If the conversion proposal is not passed, the coupon of
the Series B preferred stock will increase by 50 basis points per year
until a conversion feature is approved.

At the close of trading on May 15, 2000 AHR stock was quoted at $6 3/4;
resulting in a 17.19% yield based on the current, annualized dividend of
$1.16 per share. As of closing the average credit quality of the Company's
assets increased to BBB, as CORE Cap's assets are all investment grade
quality residential loans and mortgage backed securities including Agency
securities.

Anthracite was advised in this transaction by Prudential Securities
Incorporated, CORE Cap was advised by PaineWebber Incorporated, and GMAC
Mortgage Asset Management was advised by Merrill Lynch & Co. The
transaction will be taxable and accounted for as a purchase.

Anthracite is a publicly traded mortgage real estate investment company
which invests in a diversified portfolio of multi-family, commercial and
residential mortgage loans, mortgage-backed securities, and other real
estate related assets. Anthracite is externally managed by BlackRock
Financial Management, Inc., a subsidiary of BlackRock, Inc. (NYSE:BLK).
BlackRock, Inc., an investment management firm based in New York City, is
majority owned by PNC Bank (NYSE:PNC) and manages over $170 billion in
investment assets.

Safe Harbor Statement

Certain statements contained herein are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. These forward looking
statements may be identified by reference to a future period(s) or by the
use of forward-looking terminology, such as "may," " will," "intend,"
"should," "expect," "anticipate," "estimate" or "continue" or the negatives
thereof or other comparable terminology. The Company's actual results could
differ materially from those anticipated in such forward-looking statements
due to a variety of factors. These factors include but are not limited to,
the demand for our products; competitive factors in the businesses in which
we compete; adverse changes in the securities markets and the availability
of and costs associated with sources of liquidity; inflation and changes in
the interest rate environment that reduce margins or the fair value of
financial instruments; changes in currency exchange rates; changes in
national, regional or local business conditions or economic environments;
government fiscal and monetary policies; legislative or regulatory changes
that affect our business; factors inherent to the valuation and pricing of
commercial loans; other factors generally understood to affect the value of
commercial loans; and the other risks detailed in the Company's periodic
reports as filed with the Securities and Exchange Commission (the "SEC") on
Forms 10-Q, 8-K and 10-K and any amendments with respect thereto filed with
the SEC; and other filings made by the Company with the SEC. The Company
does not undertake, and specifically disclaims any obligation, to release
publicly the results 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.

For additional information visit our website at www.anthracitecapital.com.

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