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) December 30, 2008 (December 22, 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 December 22, 2008, Anthracite Capital, Inc. (the "Company") entered into Amendment No. 1 and Reaffirmation Agreement (the "Amendment and Reaffirmation") to the Credit Agreement, dated as of March 7, 2008 (the "Credit Agreement"), between the Company, as borrower, and BlackRock Holdco 2, Inc. ("Holdco 2"), as lender.  The Amendment and Reaffirmation, among other things, extends the final maturity date to March 5, 2010 and increases the spread by 100 basis points, commencing on January 28, 2009.  The Company also agreed to pay Holdco 2 an extension fee of $150,000.  Holdco 2 is a subsidiary of BlackRock, Inc., the parent of BlackRock Financial Management, Inc., the manager of the Company.

The above summary is not complete and is qualified in its entirety by reference to the full text of the Amendment and Reaffirmation, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 8.01. Other Events.

On December 30, 2008, the Company issued a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Amendment No. 1 and Reaffirmation Agreement, dated as of December 22, 2008, to Credit Agreement, dated as of March 7, 2008, between Anthracite Capital, Inc., as borrower, and BlackRock Holdco 2, Inc., as lender

99.1 Press Release dated December 30, 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/ Richard Shea
Name:	Richard Shea
Title:	President and Chief Operating Officer
Dated:	December 30, 2008

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 AND REAFFIRMATION AGREEMENT

AMENDMENT NO. 1 AND REAFFIRMATION AGREEMENT (this “Amendment”) dated as of December 22, 2008 to CREDIT AGREEMENT (as amended, modified or supplemented prior to the date hereof, the “Credit Agreement”), dated as of March 7, 2008, between Anthracite Capital, Inc., as Borrower, and BlackRock Holdco 2, Inc., as Lender.  All capitalized terms used but not defined herein shall have the same meanings herein as in the Credit Agreement.  The parties hereto hereby agree as follows:

ARTICLE I:  AMENDMENT

Section 1.1.  Defined Terms.  Section 1.1 is hereby amended such that the definitions set forth below which are also set forth in the Credit Agreement are hereby amended and restated in their entirety as set forth below.

“Final Maturity Date” means (a) March 5, 2010, (b) such later date to which the Final Maturity Date has been extended pursuant to Section 2.2, or (c) such earlier date on which the Loans shall become due and payable in accordance with the terms of this Agreement, whether by acceleration or otherwise.

“Margin” means (a) prior to January 28, 2009, 2.50% per annum and (b) on January 28, 2009 and thereafter, 3.50% per annum.

ARTICLE II:  CONDITIONS

Section 2.1.  Conditions to Effectiveness.  This Amendment shall become effective as of the date hereof upon satisfaction of each of the following conditions:

(a)           Borrower’s execution and delivery to Lender of this Amendment; and

(b)           Lender’s receipt of all invoiced and unpaid fees and out-of-pocket expenses incurred in connection with this Amendment, including, without limitation, the fees and disbursements of Lender’s counsel.

ARTICLE III:  REAFFIRMATION; REPRESENTATIONS AND WARRANTIES

Section 3.1.  General.  Borrower hereby ratifies, confirms and reaffirms in all respects all of its Obligations to Lender as evidenced by the Credit Documents and all of its Obligations to Lender arising under any other instrument or agreement creating, evidencing, or securing any of its obligations to Lender.

Section 3.2.  Representations and Warranties.  Borrower hereby represents and warrants to Lender that, after giving effect to this Amendment, (a) the representations and warranties set forth in the Credit Documents are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, (b) no Default or Event of Default has occurred and is continuing, (c) this Amendment has been duly authorized, executed and delivered by Borrower and constitutes a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, and (d) no litigation has been commenced against Borrower or any of its subsidiaries seeking to restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any action by Borrower required or contemplated by this Amendment, the Credit Agreement or the Credit Documents, in each case as amended hereby.

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ARTICLE IV:  MISCELLANEOUS

Section 4.1.  No Waiver.  Except as otherwise provided herein, this Amendment shall not (a) constitute a modification, acceptance or waiver with respect to any other term, provision or condition of the Credit Agreement or any other instrument or agreement referred to therein, or (b) except as contemplated hereunder, prejudice any right or remedy that Lender may now have or may have in the future under or in connection with the Credit Agreement or any other instrument or agreement referred to therein and all obligations of Borrower and rights of Lender thereunder shall remain in full force and effect.

Section 4.2.  Amendment.  This Amendment is a Credit Document.

Section 4.3.  Successors and Assigns.  The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that Borrower may not assign or otherwise transfer any of its rights or Obligations hereunder and any attempted assignment or transfer by Borrower shall be null and void.

Section 4.4.  Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Section 4.5.  Headings.  Article and section headings are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

Section 4.6.  Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Amendment or of any other Credit Document by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment or of such other Credit Document.

Section 4.7.  Severability.  The fact that any term or provision of this Amendment is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation, or jurisdiction or as applied to any person.

Section 4.8.  Extension Fee.  The Borrower agrees to pay to the Lender on or prior to December 30, 2008, an extension fee in the amount of $150,000, which is fully earned by the Lender on the date hereof and, once paid, is non-refundable.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWER:
ANTHRACITE CAPITAL, INC.
By	/s/ Richard Shea
	Name:	Richard Shea
	Title:	President & Chief Operating Officer
LENDER:
BLACKROCK HOLDCO 2, INC.
By	/s/ Amy Engel
	Name:	Amy Engel
	Title:	Managing Director & Treasurer

EX-99.1

Exhibit 99.1

Contact:

Brian Beades

212-810-5596

ahr-info@blackrock.com

Anthracite CapitalExtends Credit Lines and Announces New Dividend Policy

New York – December 30, 2008 – Anthracite Capital, Inc. (NYSE:AHR) (the “Company” or “Anthracite”) today announced the extension of its secured credit lines with Morgan Stanley and BlackRock to February and March 2010, respectively.  Advance rates on both facilities remained unchanged while spreads increased by 100-150 basis points. The Morgan Stanley line also incorporated ongoing amortization payments and an upfront balance reduction of $15 million.   There will be a second balance reduction payment of $15 million required by August of 2009.  The Morgan Stanley line is a non-US dollar facility and the current balance is approximately $196 million in US dollar equivalent; the balance is composed of 77% Euro, 10% GBP and 13% Yen.  The current balance on the BlackRock line is $30 million.

In addition, Anthracite’s Board of Directors anticipates declaring and paying the minimum amount of cash dividends on its common stock required to maintain REIT status until the Company's short term debt is further reduced and market values of commercial real estate debt show signs of stability.  The Company estimates that 2008 taxable income distribution requirements were satisfied by the distributions during the first three quarters of 2008; therefore, the Board of Directors did not declare a common stock dividend for the fourth quarter.  In 2009, the Board of Directors may authorize the Company’s use of a new tax rule allowing REITs to satisfy their taxable income distribution requirements with a 90% stock distribution and the remaining 10% in cash.

The Board of Directors 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 Cumulative Redeemable Preferred Stock	January 10, 2009	February 2, 2009	$0.5859375
8.25% Series D Cumulative Redeemable Preferred Stock	January 10, 2009	February 2, 2009	$0.5156250
12% Series E-1 Cumulative Convertible Redeemable Preferred Stock	January 1, 2009	February 2, 2009	$30.00
12% Series E-2 Cumulative Convertible Redeemable Preferred Stock	January 1, 2009	February 2, 2009	$30.00

"During the last six months, the Company has extended the maturities of all five of its credit lines to 2010,” said Chris Milner, Chief Executive Officer of Anthracite.   “Maintaining and extending our financing facilities in the face of a very challenging credit environment are extremely important and evidences the strength of our lender relationships.  Our new dividend policy is based on the recognition that liquidity and short term debt reduction must be our singular focus in the coming year.  We will continue to investigate other means of raising capital to augment our operating cash flow and the Board of Directors will continually evaluate our dividend policy in light of the Company's liquidity and short term debt position as well as the overall economic environment." 

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. (“BlackRock”) (NYSE:BLK), one of the largest publicly traded investment management firms in the United States with approximately $1.26 trillion in global assets under management at September 30, 2008.  BlackRock Realty Advisors, Inc., another subsidiary of BlackRock, 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 release, and other statements that Anthracite may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, 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 release, 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 and liabilities; (3) the amount and timing of any future margin calls and their impact on the Company's financial condition and liquidity; (4) the Company's ability to meet its liquidity requirements to continue to fund its business operations, including its ability to renew the existing facilities or obtain replacement financing, to meet margin calls and amortization payments under the facilities; (5) the relative and absolute investment performance and operations of BlackRock Financial Management, Inc., Anthracite’s manager (the “Manager”); (6) the impact of increased competition; (7) the impact of future acquisitions or divestitures; (8) the unfavorable resolution of legal proceedings; (9) the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to Anthracite or the Manager; (10) terrorist activities and international hostilities, which may adversely affect the general economy, domestic and global financial and capital markets, specific industries, and Anthracite; (11) the ability of the Manager to attract and retain highly talented professionals;

(12) fluctuations in foreign currency exchange rates; and (13) 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, 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 release.