SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FORTESCUE JAMES

(Last)

(First)

(Middle)

C/O: ANNALY MORTGAGE MANAGEMENT, INC.

1211 AVENUE OF THE AMERICAS, SUITE 2902

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANNALY MORTGAGE MANAGEMENT INC [ NLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Repurchase Agreement Mgr

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/04/2004		J⁽¹⁾⁽²⁾		22,011	A	$18.4	55,386	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to purchase Common Stock	$8.63	12/18/2003		A		0		11/18/2002	11/18/2009	C/S	5,000	$0	5,000	D
Option to purchase Common Stock	$7.94	12/18/2003		A		0		11/29/2003	11/29/2010	C/S	1,875	$0	1,875	D
Option to purchase Common Stock	$17.97	08/04/2003		A		0		08/04/2004	08/04/2013	C/S	20,000	$0	20,000	D
Option to purchase Common Stock	$17.39	04/20/2004		A		0		04/20/2005	04/20/2014	C/S	20,000	$0	20,000	D

Explanation of Responses:

1. The reporting person acquired 22,011 shares of issuer common stock in exchange for 7.5 shares of common stock of Fixed Income Discount Advisory Company ("FIDAC") pursuant to a merger of a wholly owned subsidiary of the issuer with and into FIDAC. The merger agreement, which was entered into on December 31, 2003, placed a value on the issuer's common stock of $18.40 a share, its closing price on that date. All of the 22,011 shares issued to the reporting person in the merger are currently being held in escrow for a period of 14 months, and substantially all of the shares are subject to forfeiture to satisfy claims arising as a result of any breaches of representations, warranties and covenants made by FIDAC and the reporting person in the merger agreement.

2. The periods during which the shares may be forfeited vary depending on the nature of the representations, warranties and covenants. The shares cannot be sold by the reporting person for a period of 3 years subject to certain exceptions. The reporting person may also receive additional shares of issuer common stock pursuant to the merger if certain performance goals relating to FIDAC's business are achieved. The amount of any such additional shares are presently indeterminable as they depend on the extent to which FIDAC achieves performance goals, and on the trading price of issuer common stock in the future.

	James P. Fortescue	06/04/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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