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

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(B) OR (G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

               Maryland                                   22-3479661
               --------                                   ----------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


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


If this form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box. |X|

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box. [ ]

Securities to be registered pursuant to Section 12 (b) of the Act:

Title of Each Class to be so Registered:         Name of Each Exchange on which
                                                 Each Class is to be Registered:

   7.875% Series A Cumulative Redeemable
Preferred Stock, Par Value $0.01 Per Share.        New York Stock Exchange.
- -------------------------------------------        ------------------------


Securities Act registration statement file number
to which this form relates:                               333-105987.
                                                          -----------

Securities to be registered pursuant to Section 12 (g) of the Act:   None.
                                                                     -----




                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         The information  required by this Item 1 is set forth under the caption
"Description  of the Series A Preferred  Stock" in the  Registrant's  prospectus
supplement  dated  March 31,  2004,  to the  prospectus,  dated  June 25,  2003,
included  as  part  of  the  Registration   Statement  on  Form  S-3  (File  No.
333-105987),  of  the  Registrant,   filed  with  the  Securities  and  Exchange
Commission on June 10, 2003. The prospectus supplement is hereby incorporated by
reference into this registration statement.

ITEM 2.  EXHIBITS.

         The exhibits to this  registration  statement are listed in the Exhibit
Index,  which  appears after the signature  page and is  incorporated  herein by
reference.




                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                       ANNALY MORTGAGE MANAGEMENT, INC.

                                       By: /s/ Michael A.J. Farrell
                                          ------------------------------------
                                          Michael A.J. Farrell
                                          Chairman of the Board, Chief Executive
                                          Officer and President

Date:  March 31, 2004




                                  EXHIBIT INDEX

Exhibit Number                      Description

      3.1       Articles of Amendment and Restatement of the Articles of
                Incorporation of the Registrant (incorporated by reference to
                Exhibit 3.2 to our Registration Statement on Form S-11
                (Registration No. 333-32913) filed with the Securities and
                Exchange Commission on August 5, 1997).

      3.2       Articles of Amendment of the Articles of Incorporation of the
                Registrant (incorporated to Exhibit 3.1 of the Registrant's
                Registration Statement on Form S-3 (Registration Statement
                333-74618) filed with the Securities and Exchange Commission on
                June 12, 2002).

      3.3       Form of Articles Supplementary designating the Company's 7.875%
                Series A Cumulative Redeemable Preferred Stock, liquidation
                preference $25.00 per share, par value $0.01 per share.

      4.1       Specimen certificate representing the 7.875% Series A Cumulative
                Redeemable Preferred Stock.