June 19, 2019

Glenn A. Votek
Chief Financial Officer
Annaly Capital Management, Inc.
1211 Avenue Of The Americas
New York, New York 10036

       Re: Annaly Capital Management, Inc.
           Form 10-K for the fiscal year ended December 31, 2018
           Filed February 15, 2019
           File No. 001-13447

Dear Mr. Votek:

        We have reviewed your May 13, 2019 response to our comment letter and
have the
following comment. In our comment, we may ask you to provide us with
information so we may
better understand your disclosure.

       Please respond to this comment within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this comment, we may have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in our
April 17, 2019 letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2018

Item 7. Management's Discussion and Analysis
Non-GAAP Financial Measures, page 55

1.    We have considered your response to comment one and note your proposal to
disclose the
      upfront amounts paid or received in future periods to the extent
material. We understand
      that several of your non-GAAP measures, such as Economic Interest Expense
and Core
      Earnings, are designed to include the cost of financing. We further
understand that
       amounts paid or received related to market agreed coupon interest rate
swaps are akin to
      financing costs, and these costs are currently excluded from your
non-GAAP
      measures. Given the characterization and purpose of several of your
Non-GAAP financial
      measures, we believe that to the extent material, the current period
impact of amounts paid
      or received related to market agreed coupon interest rate swaps should be
appropriately
 Glenn A. Votek
Annaly Capital Management, Inc.
June 19, 2019
Page 2
         reflected within such Non-GAAP financial measures. Please revise your
disclosure in
         future filings accordingly.
       You may contact Wilson K. Lee, Senior Staff Accountant at (202) 551 -
3468 or Robert
F. Telewicz, Accounting Branch Chief at (202) 551 - 3438 if you have questions.



                                                            Sincerely,
FirstName LastNameGlenn A. Votek
                                                            Division of
Corporation Finance
Comapany NameAnnaly Capital Management, Inc.
                                                            Office of Real
Estate and
June 19, 2019 Page 2                                        Commodities
FirstName LastName