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):
                                  March 7, 2007

                         ANNALY CAPITAL MANAGEMENT, INC.
             (Exact name of registrant as specified in its charter)

        Maryland                         1-13447               22-3479661
      ------------                     -----------             ------------
(State or Other Jurisdiction           (Commission              (IRS Employer
        of Incorporation)              File Number)          Identification No.)

                  1211 Avenue of the Americas
                         Suite 2902
                     New York, New York                         10036
                     ------------------                         -----
           (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code:   (212) 696-0100

                                    No Change
          (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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

[ ] 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 March 7, 2007, Annaly Capital Management, Inc. (the "Company") issued a
press release announcing that it has agreed to the sale of 50,000,000 shares of
its common stock at $13.50 per share for estimated gross proceeds of
approximately $675 million. The Company has granted the underwriters a 30-day
option to purchase up to an additional 7,500,000 shares of common stock to cover
over-allotments. The Company expects to close the transaction on or about March
13, 2007. The Company's press release is attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

         (a) Not applicable.

         (b) Not applicable.

         (c) Not applicable.

         (d) Exhibits:

                99.1    Press Release, dated March 7, 2007 issued by Annaly
                        Capital Management, Inc.


     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.

                         Annaly Capital Management, Inc.

                         By: /s/ Kathryn Fagan
                             Name: Kathryn Fagan
                             Title: Chief Financial Officer

Date: March 7, 2007