<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Annaly Mortgage Management, Inc.
------------------------------------------------------
(Name of Issuer)
Common Stock
------------------------------------------------------
(Title of Class of Securities)
035710409
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 10 Pages
<PAGE> 2
CUSIP NO. 13G PAGE 2 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Friedman, Billings, Ramsey Group, Inc.
54-1837743
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
5 SOLE VOTING POWER
1,570,700
NUMBER OF 6 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,570,700
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,570,700
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.3%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 13G PAGE 3 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Friedman, Billings, Ramsey Group, Inc. Voting Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
5 SOLE VOTING POWER
1,570,700
NUMBER OF 6 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,570,700
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,570,700
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.3%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 13G PAGE 4 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eric F. Billings
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 1,570,700
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
1,570,700
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,570,700
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 13G PAGE 5 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Emanuel J. Friedman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 1,570,700
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
1,570,700
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,570,700
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 6
CUSIP NO. 13G PAGE 6 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W. Russell Ramsey
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 1,570,700
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
1,570,700
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,570,700
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 7
Item 1. (a). Name of Issuer: Annaly Mortgage Management, Inc.
(b). Address of Issuer's Principal Executive Offices:
12 East 41st Street, Suite 700
New York, NY 10017
Item 2. (a). Name of Person Filing:
Friedman, Billings, Ramsey Group, Inc.
(b). Address of Principal Business Office:
1001 19th Street North
Arlington, VA 22209-1710
Page 6 of 10 Pages
<PAGE> 8
Item 2. (c). Citizenship: Virginia
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 035710409
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19)
of the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act
(e) [ ] Investment Advisor registered under section 203
of the Investment Advisers Act
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
sec.240.13d-1(b)(ii)(F) (Note: See Item 7)
(g) [X] Parent Holding Company, in accordance with
sec.240.13d-1(b)(ii)(G). (Note: See Item 7)
(h) [ ] Group, in accordance with Sec.
240.13d-1(b)(ii)(H)
Item 4. Ownership.
(a). Amount Beneficially Owned 1,570,700 as of December 31,
1997
(b). Percent of Class: 12.3%
(c). Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote 1,570,700
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the
disposition of 1,570,700
(iv) shared power to dispose or to direct the
disposition of 0
Page 7 of 10 Pages
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Item 5. Ownership of Five Percent or Less of a Class: Not Applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person: FBR Ashton, Limited Partnership, a partnership
managed by Friedman, Billings, Ramsey Investment Management,
Inc., its general partner.
Item 7. Identification and Classification of Subsidiaries which
Acquired the Security Being Reported on by the Parent
Holding Company:
Friedman, Billings, Ramsey Investment Management, Inc. 3(e)
FBR Fund Advisers, Inc. 3(e)
Friedman, Billings, Ramsey & Co., Inc. 3(a)
Item 8. Identification and Classification of Members of the Group:
Not Applicable
Page 8 of 10 Pages
<PAGE> 10
Item 9. Notice of Dissolution of Group: Not Applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
In accordance with Rule 13d-4 of the Securities Exchange Act
of 1934, each of the persons filing this statement expressly
disclaim the beneficial ownership of the securities covered
by this statement and the filing of this report shall not be
construed as an admission by such persons that they are the
beneficial owners of such securities.
Signature: After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
Dated: March 17, 1998 By: /s/ EMANUEL J. FRIEDMAN
----------------------------------
Name: Emanuel J. Friedman
Title: Chairman
Dated: March 17, 1998 FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
VOTING TRUST
By: /s/ ERIC F. BILLINGS
----------------------------------
Eric F. Billings
Trustee
By: /s/ EMANUEL J. FRIEDMAN
----------------------------------
Emanuel J. Friedman
Trustee
By: /s/ W. RUSSELL RAMSEY
----------------------------------
W. Russell Ramsey
Trustee
Dated: March 17, 1998 By: /s/ ERIC F. BILLINGS
----------------------------------
Eric F. Billings
Dated: March 17, 1998 By: /s/ EMANUEL J. FRIEDMAN
----------------------------------
Emanuel J. Friedman
Dated: March 17, 1998 By: /s/ W. RUSSELL RAMSEY
----------------------------------
W. Russell Ramsey
Page 10 of 10 Pages
<PAGE> 1
EXHIBIT 1
JOINT FILING AGREEMENT AMONG FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.,
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. VOTING TRUST,
ERIC F. BILLINGS, EMANUEL J. FRIEDMAN AND W. RUSSELL RAMSEY
WHEREAS, in accordance with Rule 13d-1(f) under the Securities and
Exchange Act of 1934 (the "Act"), only one joint statement and any amendments
thereto need to be filed whenever one or more persons are required to file such
a statement or any amendments thereto pursuant to Section 13(d) of the Act with
respect to the same securities, provided that said persons agree in writing
that such statement or amendments thereto is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., FRIEDMAN, BILLINGS, RAMSEY
GROUP, INC. VOTING TRUST, ERIC F. BILLINGS, EMANUEL J. FRIEDMAN AND W. RUSSELL
RAMSEY hereby agree, in accordance with Rule 13d-1(f) under the Act, to file a
statement on Schedule 13G relating to their ownership of Common Stock of the
Issuer and do hereby further agree that said statement shall be filed on behalf
of each of them.
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
Dated: March 17, 1998 By: /s/ EMANUEL J. FRIEDMAN
-----------------------------------
Name: Emanuel J. Friedman
Title: Chairman
Dated: March 17, 1998 FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
VOTING TRUST
By: /s/ ERIC F. BILLINGS
----------------------------------
Eric F. Billings
Trustee
By: /s/ EMANUEL J. FRIEDMAN
----------------------------------
Emanuel J. Friedman
Trustee
By: /s/ W. RUSSELL RAMSEY
----------------------------------
W. Russell Ramsey
Trustee
By: /s/ ERIC F. BILLINGS
Dated: March 17, 1998 -----------------------------------
Eric F. Billings
By: /s/ EMANUEL J. FRIEDMAN
Dated: March 17, 1998 -----------------------------------
Emanuel J. Friedman
By: /s/ W. RUSSELL RAMSEY
Dated: March 17, 1998 -----------------------------------
W. Russell Ramsey
