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

Date of Report (Date of earliest event reported) September 16, 2008 (September 10, 2008)

Anthracite Capital, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-13937	13-3978906
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

40 East 52nd Street, New York, New York	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (212) 810-3333

N/A

  (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 (see General Instruction A.2. below):

[ ] 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 1.01. Entry into a Material Definitive Agreement.

On September 10, 2008, Anthracite Capital, Inc. (the “Company”) entered into a First Amendment (the “Amendment”) to the Sales Agreement (the “Agreement”), dated as of June 4, 2008, among the Company, Brinson Patrick Securities Corporation (the “Sales Manager”) and BlackRock Financial Management, Inc. as to Sections 1.2 and 4.1(g) only of the Agreement.Under the Agreement, the Company may issue and sell through the Sales Manager, as agent, shares of its common stock and the Sales Manager agrees to use its best efforts to sell such shares during the term of the Agreement and on the terms set forth therein. The Amendment provides that compensation to the Sales Manager for sales of Common Stock sold under the Agreement during each day will be at a commission rate of 2.0% if the aggregate gross sales during that day are less than $2.5 million, 1.5% if the aggregate gross sales during that day are $2.5 million or more but less than $5 million, and 1.0% if the aggregate gross sales during that day are $5 million or more.  BlackRock Financial Management, Inc. is the manager of the Company.

The Sales Manager may engage in transactions with, or perform services for, the Company in the ordinary course of business for which it will receive customary compensation.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

(b)        On September 10, 2008, Jeffrey C. Keil announced his intention to retire from the Company’s board of directors effective December 11, 2008.  Mr. Keil’s announcement of his intention to retire did not result from a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

A copy of the press release issued by the Company on September 10, 2008 is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	First Amendment, dated as of September 10, 2008, to Sales Agreement, dated as of June 4, 2008, among Brinson Patrick Securities Corporation, Anthracite Capital, Inc. and BlackRock Financial Management, Inc. as to Sections 1.2 and 4.1(g) only
99.1	Press release, dated September 10, 2008

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.

ANTHRACITE CAPITAL, INC.
By:	/s/ James J. Lillis
	Name:	James J. Lillis
	Title:	Chief Financial Officer and Treasurer
Dated:	September 16, 2008

EXHIBIT INDEX

Exhibit Number	Description
10.1	First Amendment, dated as of September 10, 2008, to Sales Agreement, dated as of June 4, 2008, among Brinson Patrick Securities Corporation, Anthracite Capital, Inc. and BlackRock Financial Management, Inc. as to Sections 1.2 and 4.1(g) only
99.1	Press release, dated September 10, 2008

EX-10.1

FIRST AMENDMENT

FIRST AMENDMENT, dated as of September 10, 2008 (this “First Amendment”), to the Sales Agreement (the “Existing Sales Agreement”; as amended hereby and as further amended, restated supplemented or otherwise modified and in effect from time to time, the “Sales Agreement”), dated as of June 4, 2008, by and among Brinson Patrick Securities Corporation, having its principal office at 330 Madison Avenue, 9th Floor, New York, New York 10017 (the “Sales Manager”), Anthracite Capital, Inc., a corporation organized and existing under the laws of the State of Maryland (the “Company”), and BlackRock Financial Management, Inc. (the “Manager”) as to Sections 1.2 and 4.1(g) of the Agreement only. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Sales Agreement.

WHEREAS, the Sales Manager and the Company have agreed subject to the terms and conditions hereof, to amend the Existing Sales Agreement;

NOW THEREFORE, the Sales Manager and the Company hereby agree, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows:

1.  Section 2.1(c) of the Existing Sales Agreement is hereby deleted in its entirety and substituting the following in lieu thereof:

The compensation to the Sales Manager for sales of Common Stock sold under this Agreement during each day shall be at a commission rate of 2.0% if the aggregate gross sales of Common Stock sold under this Agreement during that day are less than $2.5 million, 1.5% if the aggregate gross sales during that day are $2.5 million or more but less than $5 million, and 1.0% if the aggregate gross sales during that day are $5 million or more.  The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sale, shall constitute the net proceeds to the Company for such Common Stock (the “Net Proceeds”).

2.  Except as expressly amended and modified by this First Amendment, the Existing Sales Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

3.  The Sales Manager and the Company both acknowledge that by entering into the Existing Sales Agreement, the Sales Agency Agreement, dated May 15, 2002, between the Sales Manager and the Company, as amended by a First Amendment dated May 15, 2003 and a Second Amendment dated August 24, 2006, was terminated and replaced in its entirety by the Existing Sales Agreement.

4.  Each individual executing this First Amendment on behalf of an entity hereby represents and warrants to the other party or parties to this First Amendment that (a) such individual has been duly and validly authorized to execute and deliver this First Amendment on behalf of such entity and (b) this First Amendment is and will be duly authorized, executed and delivered by such entity.

5.  This First Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page this First Amendment in portable document format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment effective as of the day and year first above written.

ANTHRACITE CAPITAL, INC.			BRINSON PATRICK SECURITIES CORPORATION
By:	/s/ Richard Shea		By:	/s/ Nino Jiminez
	Name:	Richard Shea		Name:	Nino Jiminez
	Title:	President and Chief Operating Officer		Title:	Senior Vice President

EX-99.1

Contact: Brian Beades 212-810-5596 ahr-info@blackrock.com

Anthracite Capital Declares Quarterly Cash Dividend of $0.31 Per Common Share

New York, September 10, 2008 – Anthracite Capital, Inc. (“Anthracite” or the “Company”) (NYSE:AHR) today announced that its Board of Directors (the “Board”) has declared a third quarter 2008 cash dividend of $0.31 per share of common stock.  The common stock cash dividend will be payable on October 31, 2008 to stockholders of record on September 30, 2008.  The annualized dividend yield is 21.7% based upon the $5.72 closing price of Anthracite’s common stock on September 10, 2008.

The Board also declared the following quarterly dividends for each class of the Company’s preferred stock:

	Record Date	Payable Date	Dividend per Share
9.375% Series C Preferred Stock	October 10, 2008	October 31, 2008	$0.5859375
8.25% Series D Preferred Stock	October 10, 2008	October 31, 2008	$0.5156250
12% Series E-1 Preferred Stock	October 1, 2008	November 3, 2008	30.00
12% Series E-2 Preferred Stock	October 1, 2008	November 3, 2008	30.00

Jeffrey C. Keil also announced his intention to retire from the Board effective December 11, 2008.  Mr. Keil has served on Anthracite’s Board of Directors since March 1998, is the Chairman of the Company’s Audit Committee and is a member of the Company’s Compensation Committee.

Chris Milner, Chief Executive Officer of the Company, stated, “On behalf of the entire Board of Directors, I would like to thank Jeff for his dedication to the Company and its shareholders.  For over 10 years, we have benefited from Jeff’s valuable contributions which have enhanced the efforts of the entire team.”

"Mr. Keil has provided outstanding service on Anthracite’s Board from its initial public offering and throughout several market cycles." said Carl Geuther, Chairman of the Board.  “It has been a pleasure to work with Jeff over the years and we wish him the very best."

Dividend Reinvestment and Stock Purchase Plan

As previously reported, if you are a participant in the Company's Dividend Reinvestment and Stock Purchase Plan (the "Plan"), please note that the dividend reinvestment portion of the Plan has been reinstated for all dividend payments made after September 8, 2006, and for all future dividend payment dates, with a discount of 2%.  The optional cash purchase portion of the Plan also has been reinstated for all investment periods commencing after October 1, 2006, with a discount of 1%.

To request a prospectus and receive enrollment materials or to ask questions about the Plan, interested investors and stockholders may contact the Company's transfer agent, American Stock

Transfer & Trust Company, at 1-877-248-6416, or Investor Relations, Anthracite Capital, Inc., at 212-810-3333.  The Company's website address is www.anthracitecapital.com.

About Anthracite

Anthracite Capital, Inc. is a specialty finance company focused on investments in high yield commercial real estate loans and related securities.  Anthracite is externally managed by BlackRock Financial Management, Inc., which is a subsidiary of BlackRock, Inc. (NYSE:BLK), one of the largest publicly traded investment management firms in the United States with approximately $1.428 trillion in global assets under management at June 30, 2008.  BlackRock Realty Advisors, Inc., another subsidiary of BlackRock, Inc., provides real estate equity and other real estate-related products and services in a variety of strategies to meet the needs of institutional investors.

Forward-Looking Statements

This press release, and other statements that Anthracite may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to Anthracite’s future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.

Anthracite cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and Anthracite assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

In addition to factors previously disclosed in Anthracite’s SEC reports and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in the value of Anthracite’s assets; (3) the relative and absolute investment performance and operations of BlackRock Financial Management, Inc. (“BlackRock”), Anthracite’s Manager; (4) the impact of increased competition; (5) the impact of future acquisitions or divestitures; (6) the unfavorable resolution of legal proceedings; (7) the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to Anthracite or BlackRock; (8) terrorist activities and international hostilities, which may adversely affect the general economy, domestic and global financial and capital markets, specific industries, and Anthracite; (9) the ability of BlackRock to attract and retain highly talented professionals; (10) fluctuations in foreign currency exchange rates; and (11) the impact of changes to tax legislation and, generally, the tax position of the Company.

Anthracite’s Annual Report on Form 10-K for the year ended December 31, 2007 and Anthracite’s subsequent filings with the SEC, accessible on the SEC's website at www.sec.gov, identify additional factors that can affect forward-looking statements.

To learn more about Anthracite, visit our website at www.anthracitecapital.com.  The information contained on the Company’s website is not a part of this press release.