CONSENT OF LEHMAN BROTHERS





         We hereby  consent to the use of our opinion  letter dated December 31,
2003 to the  Special  Committee  of the Board of  Directors  of Annaly  Mortgage
Management,  Inc.  (the  "Company")  attached  as  Appendix  B to the  Company's
Registration  Statement  (No. 333- ) on Form S-4 (the  "Prospectus")  and to the
references  to our firm in the  Prospectus  under the  headings  "QUESTIONS  AND
ANSWERS  ABOUT THE  ANNUAL  MEETING,"  "SUMMARY - The  Acquisition,"  "THE FIDAC
ACQUISITION  - Background  of the  Acquisition,"  "THE FIDAC  ACQUISITION  - Our
Special  Committee,"  "THE FIDAC  ACQUISITION - Board of Directors,"  "THE FIDAC
ACQUISITION  -  Recommendation  of  the  Special  Committee  and  our  Board  of
Directors," "THE FIDAC ACQUISITION - Certain Financial  Projections," "THE FIDAC
ACQUISITION - Opinion of Annaly Mortgage  Management  Inc.'s Financial  Advisor"
and "REPORT OF  INDEPENDENT  ACCOUNTS." In giving such consent,  we do not admit
that we come within the  category  of persons  whose  consent is required  under
Section  7 of  the  Securities  Act of  1933,  as  amended,  or  the  rules  and
regulations of the Securities and Exchange  Commission  thereunder and we do not
thereby  admit that we are experts with respect to any part of the  Registration
Statement under the meaning of the term "expert" as used in the Securities Act.

                                                     LEHMAN BROTHERS INC.



                                               By: /s/ Lehman Brothers Inc.
                                                   -----------------------------

New York, New York
March 10, 2004