SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                  ------------

                                    FORM 10-K

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF  1934 [FEE REQUIRED]

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
      SECURITIES EXCHANGE ACT  OF 1934 [NO FEE REQUIRED]

      FOR THE TRANSITION PERIOD FROM __________ TO ___________

                         COMMISSION FILE NUMBER: 1-13563
                                -----------------

                         LASER MORTGAGE MANAGEMENT, INC.
           (EXACT NAME OF THE REGISTRANT AS SPECIFIED IN ITS CHARTER)

          MARYLAND                                     22-3535916
  (STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)

            51 JOHN F. KENNEDY PARKWAY, SHORT HILLS, NEW JERSEY 07078
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 912-8770

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                            Name of each exchange
Title of Each Class:                        on which Registered:

Common Stock, $.001 par value               New York Stock Exchange


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

          Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___

          Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

          At March 29, 1999, the aggregate market value of the voting stock held
by non-affiliates of the Registrant was approximately $94,735,896, based upon
the closing sale price of the Common Stock on the New York Stock Exchange on
that date. At March 29, 1999, the Registrant had outstanding 17,818,283 shares
of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement issued in connection
with the 1999 Annual Meeting of Stockholders are incorporated by reference into
Part III hereof.

<PAGE>


                         LASER MORTGAGE MANAGEMENT, INC.

                                TABLE OF CONTENTS


                                     PART I

     Item 1   Business.................................................3

     Item 2   Properties..............................................19

     Item 3   Legal Proceedings.......................................19

     Item 4   Submission of Matters to a Vote of Security Holders.....20

                                     PART II

     Item 5   Market for Registrant's Common Equity and Related
              Stockholder Matters.....................................21

     Item 6   Selected Financial Data.................................22

     Item 7   Management's Discussion and Analysis of Financial
              Condition and Results of Operations.....................23

     Item 7A  Quantitative and Qualitative Disclosures About
              Market Risk.............................................37

     Item 8   Financial Statements and Supplementary Data.............38

     Item 9   Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure.....................38

                                    PART III

     Item 10  Directors and Executive Officers of the Registrant......39

     Item 11  Executive Compensation..................................39

     Item 12  Security Ownership of Certain Beneficial Owners
              and Management..........................................39

     Item 13  Certain Relationships and Related Transactions..........39

                                     PART IV

     Item 14  Exhibits, Financial Statement Schedules and Reports
              on Form 8-K.............................................39

     Financial Statements............................................F-1

<PAGE>

                                     PART I

ITEM 1.  BUSINESS

          REFERENCE IS MADE TO THE GLOSSARY COMMENCING ON PAGE 40 OF THIS REPORT
FOR DEFINITIONS OF TERMS USED IN THE FOLLOWING DESCRIPTION OF THE COMPANY'S
BUSINESS AND ELSEWHERE IN THIS REPORT.

GENERAL

          LASER Mortgage Management, Inc. (the "Company"), a Maryland
corporation, is a specialty finance company, organized in September 1997, that
invests primarily in mortgage-backed securities and mortgage loans. The
mortgage-backed securities include mortgage pass-through certificates,
collateralized mortgage obligations, other securities representing interests in,
or obligations backed by, pools of mortgage loans and mortgage derivative
securities (collectively, the "Mortgage Securities"). The mortgage loans are
secured by first or second liens on single-family residential, multi-family
residential, commercial or other real property (the "Mortgage Loans" and,
together with the Mortgage Securities, the "Mortgage Assets"). See
"--Description of Assets."

          The Company has been delevering its portfolio by selling certain
securities and repaying borrowings in an attempt to reduce the portfolio's
susceptibility to basis and interest rate risk and to create additional
liquidity. As of December 31, 1998, based upon "available-for-sale" accounting
treatment, the Company's net asset value per share was $7.17 per share. During
the year ended December 31, 1998, the Company reduced its portfolio by
approximately $2.8 billion of Mortgage Assets, including approximately $2.7
billion of Agency Certificates, and terminated interest rate swaps, at a loss of
approximately $(52.4) million.

          The Company has elected to be taxed and intends to continue to qualify
as a real estate investment trust (a "REIT") under the Internal Revenue Code of
1986, as amended (the "Code"), commencing with its short taxable year ended
December 31, 1997, and such election has not been revoked. The Company has
qualified as a REIT for the taxable years since its inception, and generally
will not be subject to federal income tax provided that it distributes its
income to its stockholders and maintains its qualification as a REIT. See
"--Federal Income Tax Considerations."

RECENT DEVELOPMENTS

          On March 29, 1999, the Company's Board of Directors declared a special
first quarter distribution in cash of $2.00 per share of Common Stock. The
special distribution is payable on April 30, 1999 to stockholders of record as
of April 1, 1999. Depending upon the Company's reported taxable income for 1999,
this distribution may in whole or in part be characterized as a return of
capital for tax purposes.

          On March 29, 1999, to improve its liquidity, the Company terminated a
repurchase agreement with a broker-dealer with respect to $500 million of the
Company's Agency Certificates and realized a loss of approximately $(8.5)
million in connection therewith. From January 1, 1999 through March 29, 1999,
the Company sold approximately $310 million of Mortgage Assets, including
approximately $275 million of Agency Certificates, at a loss of approximately
$(5.0) million.

          On March 2, 1999, the Company announced that the Company and LASER
Advisers Inc., a registered investment adviser (the "Former Manager"),
terminated the agreement (the "Management Agreement") under which the Former
Manager served as the external manager of the Company, and that the Company had
become internally advised with Robert J. Gartner, Vice President of the Company,
being responsible for day-to-day investment decisions for the Company. Mr.
Gartner had been actively engaged in the management of the Company's portfolio
by the Former Manager since the Company's inception and had resigned his post at
the Former Manager to become a full-time employee of the Company. The Company
also announced that BlackRock Financial Management, Inc. ("BlackRock") had
agreed to extend its consulting engagement with the Company, that Thomas
Jonovich, Chief Financial Officer and Treasurer of the Company, and Jonathan
Green, General Counsel of the Company, resigned effective March 2, 1999, that
Peter T. Zimmermann, Vice President and Chief Operating Officer of the Company,
resigned effective January 11, 1999 and that the Former Manager agreed to assist
the Company with respect to the transfer of the advisory function to the Company
and with the filing of this Annual Report on Form 10-K.

          As of February 28, 1999, the Company estimates that its net asset
value per share was between $6.75 and $7.00 per share. As of that date, the
Company estimates that its portfolio was comprised of approximately $666 million
of Agency Certificates, $70 million of Subordinate Interests, $25 million of
CMOs, $24 million of IOs, $8 million of Mortgage Loans and $13 million of other
fixed-income assets, none of which were emerging market securities.

EVENTS LEADING TO TERMINATION OF MANAGEMENT AGREEMENT

          In late June 1998, the Company's Board of Directors was advised by the
Former Manager of certain pricing and other irregularities in connection with
Shetland Fund Ltd., one of the private investment funds (the "Affiliated Funds")
advised and managed by the Former Manager which invest in Mortgage Securities.
The reported irregularities included the failure to obtain dealer quotes for
securities, the failure to obtain more than a single quote in certain instances,
mispricing bids, misplaced records, missing records and improperly identified
securities in the portfolio. In July 1998, the Company's Board of Directors was
informed by the Former Manager that the irregularities detected in the
Affiliated Fund did not affect the portfolio of securities held by the Company
and that certain procedural deficiencies existed at the Former Manager which
allowed for the irregularities. On July 29, 1998, the Former Manager announced
certain administrative changes, including the resignation of Michael L. Smirlock
as Chief Executive Officer of the Former Manager and the removal of Mr. Smirlock
from trading and day- to-day participation in the Former Manager's activities.
Mr. Smirlock continues as Chairman of the Board and a majority stockholder of
the Former Manager.

          On July 30, 1998, the Company's Board of Directors terminated the
employment of Michael L. Smirlock as Chief Executive Officer and President and
removed Mr. Smirlock as Chairman of the Board of the Company. Mr. Smirlock
remains a director of the Company, although the Board of Directors has asked for
his resignation. The day-to-day portfolio management decisions for the Former
Manager on behalf of the Company thereafter, until the occurrence of the events
described above under "Recent Developments," were made jointly by Peter T.
Zimmermann and Robert J. Gartner, then officers of the Former Manager. On July
30, 1998, the Company also accepted the resignation of two of its directors,
David A. Tepper and William Marshall, effective that day. Both Mr. Tepper and
Mr. Marshall advised the Company that they had resigned due to other
commitments. Mr. Tepper remains a director and minority stockholder of the
Former Manager. The Board elected Jonathan Ilany as a member of the Company's
Board of Directors.

          On October 2, 1998, the Company's Board of Directors authorized its
financial advisor, Lehman Brothers Inc. ("Lehman Brothers"), promptly to solicit
offers to acquire the Company or all, or substantially all, of its assets.
Lehman Brothers, after soliciting offers to acquire the Company, did not receive
any firm bids. Lehman Brothers no longer is soliciting actively bids on behalf
of the Company, although it will receive for evaluation bids from interested
persons. Also on October 2, 1998, the Company's Board of Directors engaged
BlackRock as its consultant to review the Company's portfolio and to make
recommendations designed to reduce the portfolio's susceptibility to basis and
interest rate risk and to create additional liquidity. BlackRock recommended to
the Company that the Former Manager delever the Company's portfolio by selling
certain Mortgage Assets.

          On December 15, 1998, the Company was informed by the Former Manager
of its resignation as investment adviser to four of the Affiliated Funds, Steed
Finance LDC, Quarter Horse Finance Ltd., Shetland Fund Ltd. and Trakehner Fund
L.P., and that it continued to manage investments for Mustang Investment Limited
Partnership. All references to the Affiliated Funds herein relate to Mustang
Investment Limited Partnership and the other four Affiliated Funds previously
managed by the Former Manager.

INVESTMENT STRATEGY

          The Company was organized to create and manage an investment
portfolio, principally of Mortgage Assets, that, in combination with financing
and hedging activities, would generate income for distribution to its
stockholders while preserving the Company's capital base. During 1998, the
Company maintained a portfolio at its peak in June 1998 of approximately $3.8
billion of Mortgage Assets. However, over recent months, the Company has been
delevering its portfolio of Mortgage Assets.

          The Company is authorized to acquire the following types of
investments: (i) fixed and adjustable rate mortgage pass-through certificates
("Pass-Through Certificates"), which are securities collateralized by pools of
Mortgage Loans issued and sold to investors by private, non-governmental issuers
("Privately-Issued Certificates") or by various U.S. government agencies or
instrumentalities, such as the Federal Home Loan Mortgage Corporation ("FHLMC"),
the Federal National Mortgage Association ("FNMA") and the Government National
Mortgage Association ("GNMA") (collectively, "Agency Certificates"); (ii)
collateralized mortgage obligations, including regular interests in REMICs
("CMOs"), which are fixed and adjustable rate debt obligations collateralized by
Mortgage Loans or Pass-Through Certificates; (iii) Mortgage Loans; (iv) mortgage
derivative securities ("Mortgage Derivatives"), including interest-only
securities ("IOs") which receive only certain interest payments from a pool of
Mortgage Securities or Mortgage Loans; (v) subordinate interests ("Subordinate
Interests"), which are classes of Mortgage Securities junior to other classes of
Mortgage Securities in the right to receive payments from the underlying
Mortgage Loans; and (vi) other fixed-income securities in an amount not to
exceed 5% of total assets. Consistent with the Company's policy of maintaining
its status as a REIT for federal income tax purposes, substantially all of the
Company's assets consist of assets of the type described in Section 856(c)(5)(b)
of the Code ("Qualified Real Estate Assets"). See "-- Description of Assets" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Financial Condition--Investments."

          The Company is required to invest at least 70% of its total assets
(the "70% Asset Group") in (i) securities which are rated within one of the two
highest ratings categories by one of the Rating Agencies but not guaranteed by
the U.S. government or an agency or instrumentality thereof, such as FHLMC and
FNMA Certificates, (ii) securities which are unrated but are guaranteed by the
U.S. government or an agency or instrumentality thereof or (iii) Mortgage Loans
to borrowers who would otherwise meet FHLMC, FNMA or GNMA guidelines, except
with respect to the size of the loans. At December 31, 1998, 86% of the
Company's total assets were in the 70% Asset Group.

          The remainder of the Company's assets, not to exceed 30% of its total
assets (the "30% Asset Group"), may consist of Mortgage Loans (other than those
included in the 70% Asset Group), retained Subordinate Interests and
fixed-income securities (other than those included in the 70% Asset Group) that
are primarily Qualified Real Estate Assets but also include non-investment grade
high yield corporate debt. To attempt to minimize the potentially higher level
of credit and liquidity risk of these securities, the Company has attempted to
limit its investments in, and diversify its portfolio of, securities in the 30%
Asset Group. At December 31, 1998, 14% of the Company's total assets were in the
30% Asset Group.

          References to ratings of Mortgage Assets apply only at the time a
transaction is entered into by the Company. Any subsequent change in a rating
assigned to a Mortgage Asset or change in the percentage of Company assets
invested in certain Mortgage Assets or other instruments resulting from market
fluctuations or other changes in the Company's total assets will not require the
Company to dispose of an investment. If different Rating Agencies assign
different ratings to the same Mortgage Assets, the Company will determine which
rating it believes most accurately reflects the Mortgage Asset's quality and
risk at that time taking into account numerous factors, including the price of
the security, available public information regarding the issuer and liquidity
concerns. A rating is not a recommendation to buy, sell or hold a security,
inasmuch as such rating does not comment as to the market price of the security
or the suitability of the security for a particular investor. There is no
assurance that a rating will continue for any given period of time or that a
rating will not be lowered or withdrawn entirely by a Rating Agency if, in its
judgment, circumstances so warrant.

          As a requirement for maintaining REIT status, the Company intends to
distribute to stockholders aggregate distributions equaling at least 95% of its
Taxable Income. See "--Federal Income Tax Considerations." As described above,
the Company anticipates making additional distributions of capital to
stockholders from time to time. Subject to the limitations of applicable state
securities and corporation laws, the Company may distribute capital by making
purchases of its own capital stock or making distributions in excess of
earnings.

OPERATING POLICIES AND STRATEGIES

          The Company adopted compliance guidelines, including restrictions on
acquiring, holding and selling assets, to ensure that the Company continues to
qualify as a REIT. Before acquiring any asset, the Company determines whether
such asset would constitute a Qualified Real Estate Asset. Substantially all of
the assets that the Company intends to acquire are expected to be Qualified Real
Estate Assets. The Company regularly monitors purchases of Mortgage Assets and
the income generated from such assets, including income from its hedging
activities, in an effort to ensure that at all times the Company maintains its
qualification as a REIT and its exemption under the Investment Company Act of
1940, as amended (the "Investment Company Act"). The Company has engaged a
nationally recognized independent public accounting firm to assist it in
developing internal accounting and testing procedures and to assist in
monitoring and conducting quarterly compliance reviews to determine compliance
with the REIT Provisions of the Code.

          CAPITAL AND LEVERAGE POLICIES

          The Company's operations were leveraged approximately 6.9 to 1 as of
December 31, 1998 and approximately 6.3 to 1 as of February 28, 1999. Currently,
the Company has been delevering, thereby increasing its equity-to-assets ratio.
At December 31, 1998, the Company's equity-to-assets ratio was 14.6%, and ranged
from a high of 15.9% to a low of 5.9% during 1998. Initially, the Company
financed its acquisition of Mortgage Assets through proceeds of its initial
public offering in December 1997 and several concurrent private placements, and
currently finances any acquisitions primarily by borrowing against or
"leveraging" its existing portfolio and using the proceeds to acquire additional
Mortgage Assets. The Company's target for its equity-to-assets ratio depends on
market conditions and other relevant factors.

          The equity-to-assets ratio is total stockholders' equity as a
percentage of total assets. The Company's total stockholders' equity, for
purposes of this calculation, equals the Company's stockholders' equity
determined in accordance with GAAP. For purposes of calculating the
equity-to-assets ratio, the Company's total assets include the value of the
Company's investment portfolio on a marked-to-market-basis. For purchased
Mortgage Assets, the Company obtains market quotes for its Mortgage Assets from
independent broker-dealers that make markets in securities similar to those in
the Company's portfolio. The Board of Directors has discretion to deviate from
or change the Company's indebtedness policy at any time. However, the Company
endeavors to maintain an adequate capital base to protect against interest rate
environments in which the Company's financing and hedging costs might exceed
interest income from its Mortgage Assets. These conditions could occur, for
example, when, due to interest rate fluctuations, interest income on the
Company's Mortgage Assets (which occur during periods, like the first three
quarters of 1998, of rapidly rising interest rates or during periods when the
Mortgage Loans in the portfolio are prepaying rapidly) lags behind interest rate
increases in the Company's variable rate borrowings.

          SHORT-TERM BORROWING

          Mortgage Assets, other than securitized Mortgage Loans, are financed
primarily at short-term borrowing rates through reverse repurchase agreements.
Reverse repurchase agreements are sales of pledged securities to a lender at
discounted prices in return for an agreement by the lender to resell the same or
substantially similar securities to the borrower on some future date at an
agreed price.

          Reverse repurchase agreements are structured as sale and repurchase
obligations that allow a borrower to pledge purchased Mortgage Assets as
collateral securing short-term loans to finance the purchase of such Mortgage
Assets. Typically, the lender in a reverse repurchase arrangement makes a loan
in an amount equal to a percentage of the market value of the pledged
collateral. At maturity, the borrower is required to repay the loan and the
pledged collateral is released. Pledged Mortgage Assets continue to pay
principal and interest to the borrower.

          Reverse repurchase agreements are expected to continue to be the
principal means of leveraging the Company's Mortgage Assets. The Company enters
into reverse repurchase agreements with financially sound institutions,
including broker-dealers, commercial banks and other lenders.

          Reverse repurchase agreements also require the Company to deposit
additional collateral (a "margin call") or reduce its borrowings thereunder, if
the market value of the pledged collateral declines. This may require the
Company to sell Mortgage Assets to provide such additional collateral or to
reduce the amount borrowed. If these sales were made at prices lower than the
carrying value of the Mortgage Assets, the Company would experience losses.
Principally during the third quarter of 1998, the Company was subject to
numerous margin calls under its collateralized borrowings and was forced to sell
Mortgage Assets to reduce the amount borrowed which resulted in losses to the
Company. In 1998, the Company realized a loss of $(52.4) million, or $(2.62) per
weighted average share, on sales of Mortgage Securities and terminations of
interests rate swaps as the Company raised cash to meet increased margin
requirements.

          As of December 31, 1998, the Company had met every margin call
initiated by its lenders despite the devaluation of the Company's portfolio,
which substantially reduced the Company's liquidity. As of December 31, 1998,
the Company's cash and cash equivalent balance was $30.4 million compared to
$82.6 million as of December 31, 1997. The Company believes that it has
sufficient assets to meet margin calls.

          INTEREST RATE RISK MANAGEMENT STRATEGY AND HEDGING ACTIVITIES

          The Company follows an interest rate risk management strategy designed
to protect against the adverse effects of major interest rate changes. The
Company enters into hedging transactions which include interest rate swaps,
interest rate collars, caps, floors and options. These instruments are used to
hedge as much of the interest rate risk of the Company as the Company determines
is in the best interest of the stockholders, given the cost of such hedges and
the need to maintain the Company's status as a REIT.

          Hedging instruments often are not traded on regulated exchanges,
guaranteed by an exchange or its clearing house, or regulated by any U.S. or
foreign governmental authorities. Consequently, there are no requirements with
respect to recordkeeping, financial responsibility or segregation of customer
funds and positions. The business failure of a counterparty with which the
Company has entered into a hedging transaction will most likely result in a
default. The default of a counterparty with which the Company has entered into a
hedging transaction may result in the loss of unrealized profits and force the
Company to cover its resale commitments, if any, at the then current market
price. Although generally the Company seeks to reserve for itself the right to
terminate its hedging positions, it may not always be possible to dispose of or
close out a hedging position without the consent of the counterparty, and the
Company may not be able to enter into an offsetting contract in order to cover
its risk. There can be no assurance that a liquid secondary market will exist
for hedging instruments purchased or sold, and the Company may be required to
maintain a position until exercise or expiration, which could result in losses.

          In December 1997, the Company entered into interest rate swaps with an
aggregate notional amount of $1,035 million. The Company used these interest
rate swaps to hedge its available-for-sale portfolio of fixed-rate Agency
Certificates. The primary objective of this hedging strategy was to change the
interest rate characteristics of these securities from fixed to variable rates,
to better correspond to the maturity and repricing characteristics of the
short-term repurchase agreements used by the Company to fund these investments.
This primary objective was the basis for the Company's hedge accounting
treatment. The Company continually monitored the swaps to ensure that they were
effective at changing the interest rate characteristics of the securities. A
secondary objective was to offset fluctuations in the fair value of the
securities caused by fluctuations in market interest rates.

          In September 1998, the Company experienced margin calls and believed
it prudent to increase its liquidity and, therefore, liquidated a large portion
of its Agency Certificates. In conjunction with the liquidation of these
securities positions, the Company also discontinued hedge accounting for the
related swaps with an aggregate notional amount of $485 million. The Company
recognized the unrealized loss on these swaps as an element of the overall loss
on the liquidation of the securities of $(26.0) million. In October 1998, the
Company liquidated Agency Certificates in response to continued margin calls and
the need for liquidity. The overall October 1998 loss on the liquidation of
Agency Certificates, including losses recognized upon suspension of hedge
accounting for the remaining swap with a notional amount of $550 million,
totaled $(35.0) million. On the day of each suspension of hedge accounting, the
affected swaps were closed out without additional gain or loss.

          The valuations and other information used by the Company to monitor
the effectiveness of its interest rate swap hedging strategy were obtained
through multiple independent dealer quotes. This same information was used to
record the investments and swaps in the Company's financial statements and to
determine the Company's net asset value. The Company has never purchased or
written options to enter into swaps. As part of the Company's investigation of
the potential impact of the pricing irregularities discovered at the Affiliated
Funds, the Company reviewed the pricing of its own securities and swaps and
concluded that the valuations used were accurate.

          Hedging activity involves transaction costs, and such costs can
increase significantly as the period covered by such activity increases.
Therefore, the Company may be prevented from effectively hedging all of its
interest rate risk. Certain losses incurred in connection with hedging
activities may be capital losses that would not be deductible to offset ordinary
REIT income. In such a situation, the Company would have incurred an economic
loss of capital that would not be deductible to offset the ordinary income from
which dividends must be paid.

          In particular, when the Company earns income under such instruments,
it will seek advice from Special Tax Counsel as to whether such income
constitutes qualifying income for purposes of the 95% Gross Income Test and as
to the proper characterization of such arrangements for purposes of the REIT
Asset Tests. The "95% Gross Income Test" means the requirement for each taxable
year that at least 95% of the Company's gross income for each taxable year must
be derived from certain specified real estate sources including interest income
and gain from the disposition of Qualified Real Estate Assets or "qualified
temporary investment income" (i.e., income derived from "new capital" within one
year of the receipt of such capital), dividends, interest and gains from the
sale of stock or other securities (including certain interest rate swap or cap
agreements, options, forward rate agreements and similar financial instruments
entered into to reduce the interest rate risk with respect to debt incurred to
acquire Qualified Real Estate Assets) not held for sale in the ordinary course
of business. See "--Federal Income Tax Considerations--Requirements for
Qualification--Gross Income Tests." This determination may result in the Company
electing to bear a level of interest rate risk that could otherwise be hedged
when it believes, based on all relevant facts, that bearing such risk is
advisable to maintain its status as a REIT.

DESCRIPTION OF ASSETS

          The Company is permitted to acquire the following types of investments
subject to the operating restrictions described in "--Operating Policies and
Strategies."

          PASS-THROUGH CERTIFICATES

          The Company's investments in Mortgage Securities are concentrated in
Pass-Through Certificates. The Pass-Through Certificates the Company acquires
consist primarily of fixed and adjustable rate Agency Certificates and
Privately-Issued Certificates and represent interests in Mortgage Loans
primarily secured by liens on single-family residential, multi-family
residential and commercial real properties, but also may be secured by liens on
other types of real property. As of December 31, 1998, 82% of the Company's
portfolio consisted of Pass-Through Certificates.

          FHLMC CERTIFICATES. FHLMC is a privately-owned, government-sponsored
enterprise created pursuant to an act of Congress. FHLMC purchases conventional
conforming Mortgage Loans or participation interests therein and resells the
loans and participations so purchased in the form of guaranteed, mortgage-backed
securities. FHLMC guarantees to each holder of FHLMC Certificates the timely
payment of interest at the applicable pass-through rate and ultimate collection
of all principal on the holder's PRO RATA share of the unpaid principal balance
of the related Mortgage Loans, but does not guarantee the timely payment of
scheduled principal of the underlying Mortgage Loans. The obligations of FHLMC
under its guarantees are solely those of FHLMC and are not backed by the full
faith and credit of the U.S. government. If FHLMC were unable to satisfy such
obligations, distributions to holders of FHLMC Certificates would consist solely
of payments and other recoveries on the underlying Mortgage Loans and,
accordingly, monthly distributions to holders of FHLMC Certificates would be
affected by delinquent payments and defaults on such Mortgage Loans.

          FHLMC Certificates may be backed by pools of Mortgage Loans secured by
single-family or multi-family residential properties. Such underlying Mortgage
Loans may have original terms to maturity of up to 40 years. FHLMC Certificates
may pay interest at a fixed or adjustable rate. The interest rate paid on FHLMC
adjustable rate mortgage ("ARM") certificates adjusts periodically within 60
days prior to the month in which the interest rates on the underlying Mortgage
Loans adjust. The interest rates paid on FHLMC ARM Certificates issued under
FHLMC's standard ARM programs adjust in relation to the Treasury Index. Other
specified indices used in FHLMC ARM programs include the 11th District Cost of
Funds Index published by the Federal Home Loan Bank of San Francisco (the "11th
District Index") and LIBOR. Interest rates paid on fully-indexed FHLMC ARM
Certificates equal the applicable index rate plus a specified number of basis
points ranging typically from 125 to 250 basis points.

          FNMA CERTIFICATES. FNMA is a privately-owned, federally chartered
corporation that provides funds to the mortgage market primarily by purchasing
Mortgage Loans (with respect to residential properties) from local lenders,
thereby replenishing their funds for additional lending. FNMA guarantees to each
registered holder of a FNMA Certificate that it will distribute amounts
representing scheduled principal and interest at the rate provided by the FNMA
Certificate on the Mortgage Loans in the pool underlying the FNMA Certificate
whether or not received, and the full principal amount of any such Mortgage Loan
foreclosed or otherwise finally liquidated, whether or not the principal amount
is actually received. The obligations of FNMA under its guarantees are solely
those of FNMA and are not backed by the full faith and credit of the U.S.
government. If FNMA were unable to satisfy such obligations, distributions to
holders of FNMA Certificates would consist solely of payments and other
recoveries on the underlying Mortgage Loans and, accordingly, monthly
distributions to holders of FNMA Certificates would be affected by delinquent
payments and defaults on such Mortgage Loans.

          FNMA Certificates may be backed by pools of Mortgage Loans secured by
single-family or multi-family residential properties. The original terms to
maturities of the Mortgage Loans generally do not exceed 40 years. FNMA
Certificates may pay interest at a fixed rate or adjustable rate. Each series of
FNMA ARM Certificates bears an initial interest rate and margin tied to an index
based on all loans in the related pool, less a fixed percentage representing
servicing compensation and FNMA's guarantee fee. The specified index used in
each such series has included the Treasury Index, the 11th District Index and
LIBOR. Interest rates paid on fully-indexed FNMA ARM Certificates equal the
applicable index rate plus a specified number of basis points ranging typically
from 125 to 250 basis points.

          GNMA CERTIFICATES. GNMA is a wholly-owned corporate instrumentality of
the United States within the Department of Housing and Urban Development
("HUD"). GNMA guarantees the timely payment of the principal of and interest on
certificates which represent an interest in a pool of mortgages insured by the
United States Federal Housing Authority (the "FHA") and other loans eligible for
inclusion in mortgage pools underlying GNMA certificates. GNMA certificates are
general obligations of the U.S. government.

          GNMA certificates may pay a fixed or adjustable coupon rate. At
present, most GNMA certificates issued under GNMA's standard ARM program adjust
annually in relation to the Treasury Index. Interest rates paid on GNMA ARM
Certificates typically equal the index rate plus 150 basis points. Adjustments
in the interest rate are generally limited to an annual increase or decrease of
100 basis points and to a lifetime cap of 500 basis points over the initial
coupon rate.

          PRIVATELY-ISSUED CERTIFICATES. Privately-Issued Certificates are
structured similarly to Agency Certificates and are issued by originators of,
and investors in, Mortgage Loans, including savings and loan associations,
savings banks, commercial banks, mortgage banks, investment banks and special
purpose subsidiaries of such institutions. Privately-Issued Certificates are
usually backed by a pool of fixed or adjustable rate Mortgage Loans and are
generally structured with one or more types of credit enhancement, including
mortgage pool insurance or subordination. However, Privately-Issued Certificates
are typically not guaranteed by an entity having the credit status of FHLMC,
FNMA or GNMA.

          SUBORDINATE INTERESTS

          The Company is permitted to acquire Subordinate Interests in pools of
Mortgage Loans securitized by others. The credit quality of Mortgage Loans and
Mortgage Securities collateralized by underlying Mortgage Loans depends on a
number of factors, including their loan-to-value ratio, their terms and the
geographic diversification of the properties securing the Mortgage Loans and, in
the case of multi-family and commercial properties, the creditworthiness of
tenants. As of December 31, 1998, 9% of the Company's portfolio consisted of
Subordinate Interests.

          In a securitization, payments of principal of and interest on the
underlying Mortgage Loans may be allocated among several classes of Mortgage
Securities issued in the securitization in many ways, and the credit quality of
a particular class of Mortgage Securities depends primarily on its payment
priority. In a typical securitization, the Subordinate Interests absorb losses
from defaults or foreclosures on the Mortgage Loan collateral before such losses
are allocated to more senior classes, providing credit protection to more senior
classes. As a result, Subordinate Interests carry significant credit risks.
Subordinate Interests in a typical securitization are subject to a substantially
greater risk of non-payment than more senior classes. Accordingly, Subordinate
Interests are assigned lower credit ratings, or no rating at all. Neither the
Subordinate Interests nor the underlying mortgages are guaranteed by agencies,
or instrumentalities of the U.S. government.

          As a result of the typical "senior-subordinated" securitization
structure, Subordinate Interests are extremely sensitive to losses on the
underlying Mortgage Loans. For example, if the Company owns a $10 million
Subordinate Interest in an issuance of Mortgage Securities consisting of $100
million of Mortgage Loan collateral, a 7% loss on the underlying Mortgage Loans
will result in a 70% loss on the Subordinate Interest. Accordingly, the holder
of the Subordinate Interest is particularly interested in minimizing the loss
frequency (the percentage of the Mortgage Loan balance that defaults over the
life of the Mortgage Loan collateral) and the loss severity (the amount of loss
on a defaulted Mortgage Loan, I.E., the principal amount of the Mortgage Loan
unrecovered after applying any recovery to the expenses of foreclosure and
accrued interest) on the underlying Mortgage Loans. The loss frequency on a pool
of Mortgage Loans will depend upon a number of factors, most of which will be
beyond the control of the Company or the applicable Master Servicer.

          Many of the Subordinate Interests acquired by the Company will not
have been registered under the Securities Act, but instead, will have initially
been sold in private placements. Such unregistered Subordinate Interests will be
subject to certain restrictions on resale and, accordingly, will have more
limited marketability and illiquidity than registered Securities. Although there
are some exceptions, most issuers of multi-class Mortgage Securities elect to be
treated, for federal income tax purposes, as REMICs. Although the Company sought
to purchase Subordinate Interests at a price designed to return the Company's
investment and generate a profit thereon, there can be no assurance that such
goal will be met or that the Company's investment in a Subordinate Interest will
be returned in full or at all.

          MORTGAGE DERIVATIVES

          The Company is permitted to invest in Mortgage Derivatives, including
IOs, Inverse IOs, Sub IOs and floating rate derivatives. Mortgage Derivatives
provide for the holder to receive interest only, principal only, or interest and
principal in amounts that are disproportionate to those payable on the
underlying Mortgage Loans. Payments on Mortgage Derivatives are highly sensitive
to the rate of prepayments on the underlying Mortgage Loans. If the actual
prepayment rate on such Mortgage Loans is more rapid than anticipated, the rates
of return on Mortgage Derivatives representing the right to receive interest
only or a disproportionately large amount of interest, I.E., IOs, would be
likely to decline. Conversely, the rates of return on Mortgage Derivatives
representing the right to receive principal only or a disproportionate amount of
principal, I.E., POs, would be likely to increase in the event of rapid
prepayments. As of December 31, 1998, 3% of the Company's portfolio consisted of
Mortgage Derivatives, all of which were IOs.

          Some IOs in which the Company is permitted to invest, such as Inverse
IOs, bear interest at a floating rate that varies inversely with (and often at a
multiple of) changes in a specific index. The yield to maturity of an Inverse IO
is extremely sensitive to changes in the related index. The Company also is
permitted to invest in inverse floating rate Mortgage Derivatives which are
similar in structure and risk to Inverse IOs, except inverse floating rate
Mortgage Derivatives are generally issued with a greater stated principal amount
than Inverse IOs.

          Other IOs in which the Company is permitted to invest, such as Sub
IOs, have the characteristics of a Subordinate Interest. A Sub IO is not
entitled to any payments of principal; moreover, interest on a Sub IO often is
withheld in a reserve fund or spread account to fund required payments of
principal and interest to more senior tranches of Mortgage Securities. Once the
balance in the spread account reaches a certain level, excess funds are paid to
the holders of the Sub IO. These Sub IOs provide credit support to the senior
classes and thus bear substantial credit risks. In addition, because a Sub IO
receives only interest payments, its yield is extremely sensitive to the rate of
prepayments (including prepayments as a result of defaults) on the underlying
Mortgage Loans.

          IOs can be an effective hedging device because they generally increase
in value as fixed rate Mortgage Securities decrease in value. The Company also
is permitted to invest in other types of derivatives currently available in the
market and other Mortgage Derivatives that may be developed in the future. The
Company does not intend to purchase REMIC residuals or other CMO residuals.

          CMOS

          The Company is permitted to invest in CMOs, including adjustable rate
and fixed rate CMOs issued by private issuers or FHLMC, FNMA or GNMA. CMOs are a
series of bonds or certificates ordinarily issued in multiple classes, each of
which consists of several classes with different maturities and often complex
priorities of payment, secured by a single pool of Mortgage Loans, Pass-Through
Certificates, other CMOs or other Mortgage Assets. Principal prepayments on
collateral underlying a CMO may cause it to be retired substantially earlier
than the stated maturities or final distribution dates. Interest is paid or
accrues on all interest bearing classes of a CMO on a monthly, quarterly or
semi-annual basis. The principal and interest on underlying Mortgages Loans may
be allocated among the several classes of a series of a CMO in many ways,
including pursuant to complex internally leveraged formulas that make the CMO
class especially sensitive to interest rate or prepayment risk. As of December
31, 1998, 3% of the Company's portfolio consisted of CMOs.

          CMOs may be subject to certain rights of issuers thereof to redeem
such CMOs prior to their stated maturity dates, which may have the effect of
diminishing the Company's anticipated return on its investment. Privately-issued
single-family, multi-family and commercial CMOs are supported by private credit
enhancements similar to those used for Privately-Issued Certificates and are
often issued as senior-subordinated Mortgage Securities. The Company intends to
only acquire CMOs or multi-class Pass-Through Certificates that constitute debt
obligations or beneficial ownership in grantor trusts holding Mortgage Loans, or
regular interests in REMICs, or that otherwise constitute Qualified Real Estate
Assets (provided that the Company has obtained a favorable opinion of the
Company's Special Tax Counsel or a ruling from the Service to that effect).

          MORTGAGE LOANS

          The Company is permitted to invest in fixed and adjustable-rate
Mortgage Loans secured by first or second liens on single-family (one-to-four
unit) residential, multi-family residential, commercial or other real property
as part of its investment strategy. As of December 31, 1998, 1% the Company's
portfolio consisted of Mortgage Loans.

          The Company may acquire Mortgage Loans directly from Mortgage Sellers
which include originators, and entities holding Mortgage Loans originated by
others throughout the United States, such as savings and loans associations,
banks, mortgage bankers, home builders, insurance companies and other mortgage
lenders. The Board of Directors of the Company has not established any limits
upon the geographic concentration of Mortgage Loans to be acquired by the
Company or the credit quality of the Mortgage Sellers.

          OTHER FIXED-INCOME ASSETS

          The Company is permitted to invest in fixed-income securities that are
not Mortgage Assets, including securities issued by corporations or issued or
guaranteed by the U.S. government or its agencies or instrumentalities, loan
participations, emerging market debt, non-investment grade high yield corporate
debt and collateralized bond obligations, denominated in U.S. dollars and
foreign currencies. In connection with the Company's investment in such
securities, particularly collateralized loan obligations and collateralized bond
obligations, the Company is permitted to pay fees to unrelated third-party
managers. A portion of these assets will be securities which are included in the
30% Asset Group. The Company will invest no more than 5% of its assets in such
fixed-income securities. In June 1998, at the peak of its portfolio, the Company
owned approximately $70 million of other fixed-income assets. As of December 31,
1998, 2% of the Company's portfolio consisted of other fixed-income assets, none
of which were emerging market securities.

          The Company has invested previously in debt securities issued or
guaranteed by foreign governments, including debt securities rated below
investment grade. Obligations of governments of emerging market countries are
often subject to, or may be adversely affected by, risks associated with
political and economic uncertainty, fluctuations of currency exchange rates,
lower levels of disclosure and regulation in foreign securities markets than in
the United States, risks of nationalization, expropriation and confiscatory
taxation, taxation of income earned in foreign nations or other taxes imposed
with respect to investments in foreign nations, foreign exchange controls and
uncertainties as to the status, interpretation and application of laws. As of
October 31, 1998, the Company sold all of its emerging market sovereign debt
securities for a net loss of approximately $(15.1) million. The Company does not
intend to invest in such securities in the future.

          The Company also is permitted to invest in non-investment grade high
yield corporate debt rated below investment grade, commonly known as junk bonds.
Junk bonds are generally unsecured, may be subordinated to other obligations of
the issuer and generally have greater credit and liquidity risk than is
typically associated with investment grade corporate obligations.

          The Company also is permitted to acquire interests in non-real estate
loans. Such loan interests may be purchased either directly (by way of
assignment from the selling institution) or indirectly (by way of the purchase
of a participation interest from the selling institution). The purchaser of an
assignment of an interest in a loan typically succeeds to all rights and
obligations of the assigning selling institution and becomes a lender under the
loan agreement. Participations typically result in a contractual relationship
only with the selling institution, not with the borrower.

          In addition, the Company is permitted to invest in asset-backed
securities which have structural characteristics similar to Mortgage Securities
but relate to assets other than Mortgage Assets, including credit card,
automobile and other receivables. Asset-backed securities may be rated or
unrated and, if rated, may be above or below investment grade. They may bear
coupons at a fixed or floating interest rate and also may be subject to
prepayment risk.

THE FORMER MANAGER

          Until February 28, 1999, the day-to-day business and investment
affairs of the Company were managed by the Former Manager subject to the
supervision of the Company's Board of Directors. The Former Manager, a Delaware
corporation and a registered investment adviser under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"), specializes in managing
investments in Mortgage Securities. Mr. Smirlock, the Chairman of the Board, a
director and majority stockholder of the Former Manager, is a director of the
Company, and Mr. Tepper, a director and minority stockholder of the Former
Manager, is a former director of the Company.

          THE MANAGEMENT AGREEMENT

          Pursuant to the terms of the Management Agreement with the Company,
the Former Manager was responsible for the day-to-day operations of the Company
and performed (or caused to be performed) such services and activities relating
to the assets and operations of the Company as was appropriate, subject to the
supervision of the Company's Board of Directors. For performing these services,
the Former Manager received an annual base management fee of 1.0% of Average
Stockholders' Equity. The term "Average Stockholders' Equity" for any period
meant stockholders' equity, calculated in accordance with GAAP, excluding any
mark-to-market adjustments of the investment portfolio. The Company and the
Former Manager have agreed that the provision for impairment charge on the IOs
in the Company's portfolio is not a mark-to-market adjustment for purposes of
these calculations.

          The Former Manager also was entitled to receive a quarterly incentive
fee in an amount equal to 20% of the Net Income of the Company for the preceding
fiscal quarter, in excess of the amount that would produce an annualized Return
on Average Stockholders' Equity for such fiscal quarter equal to the Ten-Year
U.S. Treasury Rate plus 1%. The term "Return on Average Stockholders' Equity" is
calculated for any quarter by dividing the Company's Net Income for the quarter
by its Average Stockholders' Equity for the quarter. For such calculations, the
"Net Income" of the Company means the taxable income of the Company within the
meaning of the Code, less capital gains and capital appreciation included in
taxable income, but before the Former Manager's incentive fees and before
deduction of dividends paid. The incentive fee payments to the Former Manager
were computed before any income distributions were made to stockholders. As used
in calculating the Former Manager's fee, the term "Ten-Year U.S. Treasury Rate"
means the arithmetic average of the weekly yield to maturity for actively traded
current coupon U.S. Treasury fixed interest rate securities (adjusted to
constant maturities of ten years) published by the Federal Reserve Board during
a quarter, or, if such rate is not published by the Federal Reserve Board,
published by any Federal Reserve Bank or agency or department of the federal
government selected by the Company.

          The Company and the Former Manager terminated the Management Agreement
effective as of February 28, 1999. In connection therewith, the Company agreed
to pay to the Former Manager: (a) $416,505, which represented the base
management fee payable under the Management Agreement for the fourth quarter of
1998; (b) $708,495, which the Company and the Former Manager agreed to as the
quarterly incentive fee for the fourth quarter of 1998; and (c) $500,000 for
services performed under the Management Agreement for the period January 1, 1999
through February 28, 1999 and for certain transition services with respect to
internalizing the advisory function.

          For the year ended December 31, 1998, management fees amounted to $2.4
million and incentive fees were $2.1 million.

FEDERAL INCOME TAX CONSIDERATIONS

GENERAL

          The Company has elected to be taxed and intends to continue to qualify
as a REIT under the REIT Provisions of the Code for federal income tax purposes,
and such election has not been revoked. The Company has qualified as a REIT for
the taxable years since its inception, and currently expects that it will
continue to operate in a manner that will permit the Company to maintain its
qualification as a REIT for the taxable year ending December 31, 1998, and in
each taxable year thereafter. This treatment will permit the Company to deduct
dividend distributions to its stockholders for Federal income tax purposes, thus
effectively eliminating the "double taxation" that generally results when a
corporation earns income and distributes that income to its stockholders in the
form of dividends.

          There can be no assurance, however, that the Company will qualify as a
REIT in any particular taxable year, given the highly complex nature of the
rules governing REITs, the ongoing importance of factual determinations and the
possibility of future changes in the circumstances of the Company. If the
Company were not to qualify as a REIT in any particular year, it would be
subject to federal income tax as a regular, domestic corporation, and its
stockholders would be subject to tax in the same manner as stockholders of such
corporation. In this event, the Company could be subject to potentially
substantial income tax liability in respect of each taxable year that it fails
to qualify as a REIT, and the amount of earnings and cash available for
distribution to its stockholders could be significantly reduced or eliminated.
In addition, the Company may be subject to a 4% federal excise tax to the extent
the Company does not distribute 85% of its REIT ordinary income for such year
and 95% of its REIT capital gain net income for such year.

REQUIREMENTS FOR QUALIFICATION

          The following is a brief summary of certain technical requirements
that the Company must meet on an ongoing basis in order to qualify, and remain
qualified, as a REIT under the Code:

                  STOCK OWNERSHIP TESTS

          The capital stock of the Company must be transferable stock held,
beginning with its January 1, 1998 taxable year, by at least 100 persons during
at least 335 days of a taxable year of 12 months (or during a proportionate part
of a taxable year of less than 12 months), and no more than 50% of the value of
such capital stock may be owned, directly or indirectly, by five or fewer
individuals (as defined in the Code to include certain entities) at any time
during the last half of the taxable year. If the Company did not know, or have
reason to know, that its capital stock was owned directly or indirectly by five
or fewer individuals, it will be treated as having more than five owners as long
as it complied with Treasury regulations that provide rules on ascertaining
actual ownership. Tax-exempt entities, other than private foundations, certain
unemployment compensation trusts and certain charitable trusts generally are not
treated as individuals for these purposes. In addition, the Charter provides
restrictions regarding the transfer of the Company's shares to assist in meeting
the stock ownership requirements. The President's budget proposal would also
provide that no person can own 50% or more of the vote or value of all classes
of a REIT's capital stock. This proposal would be effective for entities
electing REIT status for taxable years beginning on or after the date of the
first Committee action.

                  ASSET TESTS

          The Company must generally meet the following asset tests (the "REIT
Asset Tests") at the close of each quarter of each taxable year:

                  (a) at least 75% of the value of the Company's total assets
         must consist of Interests in Real Property (as defined below), regular
         or residual interests in a REMIC (except that, if less than 95% of the
         assets of a REMIC consists of real estate assets (determined as if the
         Company held such assets), the Company will be treated as holding
         directly its proportionate share of the assets of such REMIC), shares
         of other REITs, government securities and temporary investments in
         stock or debt instruments during the one year period following the
         Company's receipt of certain new capital cash, and cash items (the "75%
         Asset Test"). For purposes of the 75% Asset Test, the term "Interest in
         Real Property" includes an interest in Mortgage Loans (to the extent
         the principal balance of a mortgage does not exceed the fair market
         value of the associated real property); and

                  (b) the value of securities held by the Company but not taken
         into account for purposes of the 75% Asset Test must not exceed (i) 5%
         of the value of the Company's total assets in the case of securities of
         any one issuer, or (ii) 10% of the outstanding voting securities of any
         such issuer.

          The Company expects that any Subordinate Interests, IOs, Inverse IOs,
and temporary investments that it acquires generally will be treated as
qualifying assets for purposes of the 75% Asset Test, except to the extent that
less than 95% of the assets of a REMIC in which the Company owns an interest
consists of real estate assets and the Company's proportionate share of those
assets includes assets that are nonqualifying assets for purposes of the 75%
Asset Test. In addition, the Company does not expect that the value of any
security of any one entity would exceed 5% of the Company's total assets, and
the Company does not expect to own more than 10% of any one issuer's voting
securities. The Company also may purchase regular interests in a Financial Asset
Securitization Investment Trust (a "FASIT") which will be treated as qualifying
assets for purposes of the 75% Asset Test, except to the extent that less than
95% of the assets of a FASIT consists of real estate assets, in which case the
Company's proportionate share of the FASIT's nonqualifying assets will be
treated as nonqualifying assets for purposes of the 75% Asset Test.

          The Company will monitor the status of the assets that it acquires to
assure compliance with the REIT Asset Tests.

          If the Company should fail to satisfy the REIT Asset Tests at the end
of a calendar quarter, such a failure would not cause it to lose its REIT status
if (i) it satisfied the REIT Asset Tests at the close of the preceding calendar
quarter and (ii) the discrepancy between the value of the Company's assets and
the REIT Asset Test requirements arose from changes in the market values of its
assets and was not wholly or partly caused by the acquisition of one or more
nonqualifying assets. If the condition described in clause (ii) of the preceding
sentence was not satisfied, the Company still could avoid disqualification by
eliminating any discrepancy within 30 days after the close of the calendar
quarter in which it arose.

                  GROSS INCOME TESTS

          The Company must generally meet the following gross income tests (the
"REIT Gross Income Tests") for each taxable year:

                  (a) at least 75% of the Company's gross income must be derived
         from certain specified real estate sources including interest income on
         Mortgage Loans and gain from the disposition of Qualified Real Estate
         Assets or "qualified temporary investment income," (I.E., income
         derived from "new capital" within one year of the receipt of such
         capital) (the "75% Gross Income Test"); and

                  (b) at least 95% of the Company's gross income must consist of
         income which qualifies for the 75% Gross Income Test, as well as other
         interest and gains from the sale of stock or other securities
         (including certain interest rate swap or cap agreements, options,
         futures contracts, forward rate agreements, and similar financial
         instruments entered into to reduce the interest rate risk with respect
         to debt incurred to acquire Qualified Real Estate Assets) not held for
         sale in the ordinary course of business (the "95% Gross Income Test").

          For purposes of determining whether the Company complies with the 75%
and 95% Gross Income Tests, gross income does not include gross income from
"prohibited transactions." A "prohibited transaction" is one involving a sale of
dealer property, other than foreclosure property. Net income from "prohibited
transactions" is subject to a 100% tax. If the Company sells Mortgage Securities
that it creates through Mortgage Loan securitizations, the Company may recognize
income that, if sufficient to cause the Company to be treated as a dealer in
Mortgage Securities for federal income tax purposes, could constitute
"prohibited transaction" income. See "--Taxation of the Company."

          Interest on obligations secured by mortgages on real property or on
Interests in Real Property is qualifying income for purposes of the 75% Gross
Income Test. Any amount includible in gross income with respect to a regular or
residual interest in a REMIC or a regular interest in a FASIT generally is
treated as interest on an obligation secured by a mortgage on real property. If,
however, less than 95% of the assets of a REMIC or a FASIT consists of real
estate assets (determined as if the Company held such assets), the Company will
be treated as receiving directly its proportionate share of the income of the
REMIC or the FASIT. In addition, if the Company receives interest income with
respect to a mortgage loan that is secured by both real property and other
property and the highest principal amount of the loan outstanding during a
taxable year exceeds the fair market value of the real property on the date the
Company purchased the mortgage loan, the interest income will be apportioned
between the real property and the other property, which apportionment may cause
the Company to recognize income that is not qualifying income for purposes of
the 75% Gross Income Test.

          Most of the income that the Company recognizes with respect to its
investments in Mortgage Loans will be qualifying income for purposes of both the
75% and 95% Gross Income Tests. This generally will include interest, original
issue discount, and market discount income that the Company derives from its
investments in Subordinate Interests, IOs and Inverse IOs.

          The Company may originate or acquire Mortgage Loans and securitize
such loans through the issuance of non-REMIC CMOs. As a result of any such
transactions, the Company will retain an equity ownership interest in the
Mortgage Loans that has economic characteristics similar to those of a
Subordinate Interest. In addition, the Company may resecuritize Mortgage
Securities (or non-REMIC CMOs) through the issuance of non-REMIC CMOs, retaining
an equity interest in the Mortgage Securities used as collateral in the
resecuritization transaction. Such transactions will not cause the Company to
fail to satisfy the Gross Income Tests. Further, the Company intends to
structure such securitizations in a manner which does not result in treatment of
the REIT or issuing entity as a "taxable mortgage pool."

          The Company may receive income that is nonqualifying income for either
the 75% Gross Income Test or both the 75% and 95% Gross Income Tests. For
example, (i) the loan amount of a Mortgage Loan may exceed the value of the real
property securing the loan, which will result in a portion of the income from
the loan being classified as qualifying income for purposes of the 95% Gross
Income Test, but not for purposes of the 75% Gross Income Test, (ii) the Company
may hold an interest in a REMIC or in a FASIT less than 95% of the assets of
which consists of real estate assets (determined as if the Company held such
assets), in which case the Company's proportionate share of the income of the
REMIC or FASIT may include income that is not qualifying income for purposes of
the 75% or 95% Gross Income Tests and (iii) the Company may recognize foreign
currency gain from non-dollar denominated loans which will not be qualifying
income for purposes of the 75% and 95% Gross Income Tests.

          The Company has in the past, and it is possible that, from time to
time, the Company will continue to enter into hedging transactions with respect
to one or more of its assets or liabilities. Any such hedging transactions could
take a variety of forms, including interest rate swap contracts, interest rate
cap or floor contracts, forward contracts, and options. To the extent that the
Company enters into a contract to hedge indebtedness incurred to acquire or
carry real estate assets, any periodic income or gain from the disposition of
such contract should be qualifying income for purposes of the 95% Gross Income
Test, but not the 75% Gross Income Test. To the extent that the Company hedges
its capital assets, it is not clear how the income from those transactions will
be treated for purposes of the Gross Income Tests.

          To ensure that the Company does not violate the REIT Gross Income
Tests, certain hedging activities, the creation of Mortgage Securities through
securitizations, and certain financing techniques may be conducted through one
or more taxable subsidiaries of the Company. To avoid a violation of the REIT
Asset Tests, the Company would own only nonvoting preferred and common stock of
the taxable subsidiary (other entities and/or individuals would own all of the
voting common stock) and the value of the Company's investment in such a
subsidiary would be limited to less than 5% of the value of the Company's total
assets at the end of each calendar quarter. The taxable subsidiary would not
elect REIT status and would distribute only net after-tax profits to its
stockholders, including the Company. The President's budget proposal would amend
current law to provide that a REIT is generally prohibited from owning more than
10% of the vote or value of any issuer. This proposal would be effective on the
date of enactment.

DISTRIBUTION REQUIREMENT

          To avoid subjecting its income to tax at regular corporate rates
(without a deduction for dividends paid), the Company generally must distribute
to its stockholders an amount equal to at least 95% of the Company's REIT
taxable income (before deductions of dividends paid), excluding net capital gain
and certain non-cash income including original issue discount and cancellation
of indebtedness income.

          The Company intends to make distributions to its stockholders to
comply with the 95% Distribution Requirement. However, differences in timing
between the recognition of taxable income and the actual receipt of cash could
require the Company to borrow funds or sell assets on a short-term basis to
satisfy the 95% Distribution Requirement. The requirement to distribute a
substantial portion of the Company's net taxable income could cause the Company
to (i) sell assets in adverse market conditions, (ii) distribute amounts that
represent a return of capital, or (iii) distribute amounts that would otherwise
be spent on future investments or repayment of debt.

          Distributions by the Company will be treated as ordinary dividend
income to the extent of the Company's current or accumulated earnings and
profits (but not less than its distribution requirement under Section 4981 of
the Code, as described below). The dividends are not eligible for any corporate
dividends received deduction. To the extent a distribution exceeds the amount
treated as a dividend, such distribution will be treated as a return of capital
to the extent of the shareholder's basis, and then as gain from the sale or
exchange of such shareholder's stock.

TAXATION OF THE COMPANY

          In any year in which the Company qualifies as a REIT, the Company
generally will not be subject to federal income tax on the portion of its REIT
taxable income or capital gain which is distributed to its stockholders. The
Company will, however, be subject to federal income tax at normal corporate
income tax rates upon any undistributed taxable income or capital gain.
Stockholders will be entitled to a credit against their federal income tax for
their allocable share of tax paid by the Company on undistributed long-term
capital gains so designated in a notice by the Company (which are treated as
having been distributed to and subject to tax in the hands of the stockholders).

          The recently issued Revenue Procedure 99-17 provides securities and
commodities traders with the ability to elect mark-to-market treatment for 1998
by including a statement with their timely filed 1998 tax return. The election
applies for all future years as well unless revoked with the consent of the
Internal Revenue Service. After consultation with legal counsel, the Company
intends to elect mark-to-market treatment as a securities trader for 1998, and
accordingly, will recognize gains and losses prior to the actual disposition of
its securities. Moreover, some if not all of these constructive gains and
losses, as well as some if not all gains or losses from actual dispositions of
securities, for both 1998 and beyond, will be treated as ordinary in nature, and
not capital, as they would be in the absence of this election. Accordingly,
revised Form 1099s will be sent to the Company's shareholders to reflect the
changed characterization of the Company's distributions. There is no assurance,
however, that the Company's election will not be challenged on the ground that
it is not in fact a trader in securities, or that it is only a trader with
respect to some, but not all, of its securities. As such, there is a risk that
the Company will not be able to mark-to-market its securities, or that it will
be limited in its ability to recognize certain losses.

          Notwithstanding its qualification as a REIT, the Company also may be
subject to tax in certain other circumstances. If the Company fails to satisfy
either the 75% or the 95% Gross Income Test, but nonetheless maintains its
qualification as a REIT because certain other requirements are met, it generally
will be subject to a 100% tax on the greater of the amount by which the Company
fails either the 75% or the 95% Gross Income Test. The Company also will be
subject to a tax of 100% on net income derived from a "prohibited transaction,"
and if the Company has (i) net income from the sale or other disposition of
"foreclosure property" which is held primarily for sale to customers in the
ordinary course of business or (ii) other non-qualifying income from foreclosure
property, it will be subject to Federal income tax on such income at the highest
corporate income tax rate. In addition, pursuant to Section 4981 of the Code, if
the Company in any calendar year (current or prior) fails to distribute at least
the sum of (i) 85% of its REIT ordinary income for such year and (ii) 95% of its
REIT capital gain net income for such year, the Company would, in the current
year, be subject to a 4% Federal excise tax on the excess of the sum of such
required distribution for the current year and any undistributed amount of
ordinary and capital gain net income from the preceding taxable years over the
sum of the amounts actually distributed during the current taxable year and the
income of the Company subject to tax in the current year. The Company also may
be subject to the corporate alternative minimum tax, as well as other taxes in
certain situations not presently contemplated.

          Further, if the Company were to sell to customers Mortgage Assets or
hedging instruments on a regular basis, there is a substantial risk that such
assets would be deemed "dealer property" and that all of the profits from such
sales would be subject to tax at the rate of 100% as income from prohibited
transactions.

          If the Company fails to qualify as a REIT in any taxable year and
certain relief provisions of the Code do not apply, the Company would be subject
to Federal income tax (including any applicable alternative minimum tax) on its
taxable income at the regular corporate income tax rates and may be subject to a
4% federal excise tax.

INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING

          The Company reports to its U.S. stockholders and to the Service the
amount of distributions paid during each calendar year, and the amount of tax
withheld, if any. Under the backup withholding rules, a stockholder may be
subject to backup withholding at the rate of 31% with respect to distributions
paid unless such holder (i) is a corporation or comes within certain other
exempt categories and, when required, demonstrates this fact, or (ii) provides a
taxpayer identification number, certifies as to no loss of exemption from backup
withholding, and otherwise complies with the applicable requirements of the
backup withholding rules. A stockholder who does not provide the Company with
his correct taxpayer identification number also may be subject to penalties
imposed by the Service. Any amount paid as backup withholding will be creditable
against the stockholder's income tax liability. The Treasury Department has
issued regulations regarding the backup withholding rules as applied to non-U.S.
stockholders that unify and tighten current certification procedures and forms
and clarify reliance standards. These regulations will be generally effective
with respect to distributions made after December 31, 1999, subject to certain
transition rules.

STATE AND LOCAL TAXES

          The Company and its stockholders may be subject to state and local tax
in various states and localities, including those states and localities in which
it or they transact business, own property, or reside. The state and local tax
treatment of the Company and its stockholders in such jurisdictions may differ
from the federal income tax treatment described above. Consequently, prospective
stockholders should consult their own tax advisors regarding the effect of state
and local tax laws upon an investment in the Common Stock.

REPURCHASE OF SHARES AND RESTRICTIONS ON TRANSFER

          Two of the requirements of qualification for the tax benefits afforded
by the REIT Provisions of the Code are that (i) during the last half of each
taxable year not more than 50% in value of the outstanding shares may be owned
directly or indirectly by five or fewer individuals (the "5/50 Rule") and (ii)
there must be at least 100 stockholders during 335 days of each taxable year of
12 months.

          So that the Company may meet these requirements at all times, the
Charter prohibits any person from acquiring or holding, directly or indirectly,
shares of Common Stock in excess of 9.8% (in value or in number of shares,
whichever is more restrictive) of the aggregate of the outstanding shares of
Common Stock of the Company. For this purpose, the term "ownership" is defined
in accordance with the REIT Provisions of the Code and the constructive
ownership provisions of Section 544 of the Code, as modified by Section
856(h)(1)(B) of the Code.

          For purposes of the 5/50 Rule, the constructive ownership provisions
applicable under Section 544 of the Code attribute ownership of securities owned
by a corporation, partnership, estate or trust proportionately to its
stockholders, partners or beneficiaries, attribute ownership of securities owned
by family members and partners to other members of the same family, treat
securities with respect to which a person has an option to purchase as actually
owned by that person, and set forth rules as to when securities constructively
owned by a person are considered to be actually owned for the application of
such attribution provisions (I.E., "reattribution"). Thus, a person will be
treated as owning not only shares of Common Stock actually or beneficially
owned, but also any shares of Common Stock attributed to such person under the
attribution rules described above. Accordingly, under certain circumstances,
shares of Common Stock owned by a person who individually owns less than 9.8% of
the shares outstanding nevertheless may be in violation of the ownership
limitations set forth in the Charter. Ownership of shares of the Company's
Common Stock through such attribution is generally referred to as constructive
ownership. The 100 stockholder test is determined by actual, and not
constructive, ownership.

          The Charter further provides that any transfer of shares of Common
Stock that would result in disqualification of the Company as a REIT or that
would (a) create a direct or constructive ownership of shares of stock in excess
of the Ownership Limit, or (b) from and after December 2, 1997 (the "One Hundred
Stockholder Date"), result in the shares of stock being beneficially owned
(within the meaning Section 856(a) of the Code) by fewer than 100 persons
(determined without reference to any rules of attribution), or (c) result in the
Company being "closely held" within the meaning of Section 856(h) of the Code,
will be null and void, and the intended transferee (the "purported transferee")
will acquire no rights to such shares. Any purported transfer of shares that
would result in a person owning (directly or constructively) shares in excess of
the Ownership Limit (except as otherwise waived by the Board of Directors) due
to the unenforceability of the transfer restrictions set forth above will
constitute "Excess Securities." Excess Securities will automatically be deemed
to have been transferred by operation of law to a trust to be established by the
Company for the exclusive benefit of a charitable organization, until such time
as the trustee of the trust, which shall be a banking institution designated as
trustee by the Company, which is unaffiliated with either the Company or the
purported transferee, retransfers the Excess Securities. Subject to the
Ownership Limit, Excess Securities may be transferred by the trust to any person
(if such transfer would not result in Excess Securities) at a price not to
exceed the price paid by the purported transferee, the fair market value of the
Excess Securities on the date of the purported transfer), at which point the
Excess Securities will automatically cease to be Excess Securities. See
"--Requirements for Qualification."

          Subject to certain limitations, the Board of Directors may increase or
decrease the Ownership Limit. In addition, to the extent consistent with the
REIT Provisions of the Code, the Board of Directors has the right, in its sole
discretion, pursuant to the Company's Charter to waive the Ownership Limit for,
and at the request of, a purchaser of the Common Stock. In connection with any
such waiver, the Company may require that the stockholder requesting such a
waiver enter into an agreement with the Company providing for the repurchase by
the Company of shares from the stockholder under certain circumstances to ensure
compliance with the REIT Provisions of the Code. Such repurchase would be at
fair market value as set forth in the agreement between the Company and such
stockholder. The consideration received by the stockholder in such repurchase
might be characterized as the receipt by the stockholder of a dividend from the
Company, and any stockholder entering into such an agreement with the Company
should consult its tax advisor in connection with its entering into such an
agreement.

          A group of mutual funds advised by Franklin Mutual Advisers, Inc. and
their affiliates (the "Funds") purchased 3,333,333 shares of Common Stock from
the Company in a private placement. The Board of Directors waived the Ownership
Limit for the Funds and their Affiliates and the Funds entered into an agreement
with the Company which imposes certain restrictions on the sale and transfer of
the shares held, beneficially or constructively, by the Funds. This waiver of
the Ownership Limit applies only to the Funds and their Affiliates. Any
subsequent transferee of the shares held by the Funds and their Affiliates will
be subject to the Ownership Limit, unless specifically exempted by the Company's
Board of Directors. As of January 29, 1999, the Funds owned 2,523,433 shares of
Common Stock.

          The President and Fellows of Harvard College ("Harvard") beneficially
owned 3,011,800 shares of Common Stock of the Company. The Board of Directors
waived the Ownership Limit for Harvard. Any subsequent transfer of the shares
held by Harvard will be subject to the Ownership Limit, unless specifically
exempted by the Company's Board of Directors. As of February 12, 1999, Harvard
ceased to be the beneficial owner of more than five percent of the Company's
shares of Common Stock.

          Every owner of more than five percent (or such lower percentage as
required by the Code or the regulations promulgated thereunder) of all classes
or series of the Company's stock, within 30 days after the end of each taxable
year, is required by the Company's Charter to give written notice to the Company
stating the name and address of such owner, the number of shares of each class
and series of stock of the Company beneficially owned and a description of the
manner in which such shares are held. Each such owner shall provide to the
Company such additional information as the Company may request in order to
determine the effect, if any, of such beneficial ownership on the Company's
status as a REIT and to ensure compliance with the ownership limitations.

          The provisions described above may inhibit market activity and the
resulting opportunity for the holders of the Company's Common Stock to receive a
premium for their shares or warrants that might otherwise exist in the absence
of such provisions. Such provisions also may make the Company an unsuitable
investment vehicle for any person seeking to obtain ownership of more than 9.8%
of the outstanding shares of Common Stock.

EMPLOYEES

          The Company currently has one employee, Robert J. Gartner, who is
responsible for the day-to-day portfolio management decisions for the Company.
BlackRock provides various administrative services to the Company as agreed upon
from time to time.

ITEM 2    PROPERTIES.

          The Company's executive offices are located at 51 John F. Kennedy
Parkway, Short Hills, New Jersey 07078.

ITEM 3    LEGAL PROCEEDINGS.

          Except as described below, there have been no material administrative,
civil or criminal actions to which the Company, its officers and directors is a
party or to which any property of the Company is subject.

          On November 29, 1993, Michael L. Smirlock, the former Chairman of the
Board, Chief Executive Officer and President of the Company and former Chief
Executive Officer of the Former Manager, consented to the entry of a
cease-and-desist order (the "Order") issued pursuant to Sections 203(f), 203(k)
and 206(2) (the anti-fraud provisions) of the Advisers Act, against him by the
Commission in connection with certain securities transactions executed between
December 1992 and February 1993 while Mr. Smirlock was Chief Investment Officer
for Goldman, Sachs Asset Management ("GSAM"). The Commission found that Mr.
Smirlock caused and aided and abetted violations of the Advisers Act by (i)
causing to be executed a series of purchase transactions in Mortgage Securities
for which he failed to promptly prepare order tickets allocating the securities
to specific client accounts and (ii) causing to be executed two Mortgage
Securities transactions between client accounts without obtaining independent
evaluations of the prices at which he instructed the transactions to be executed
in order to ensure that the best price and execution were obtained for the
clients. The Commission found that Mr. Smirlock caused and aided and abetted
violations of these recordkeeping provisions by failing to write tickets
allocating trades on the days the trades were executed. The Commission (i)
ordered Mr. Smirlock to cease and desist from committing or causing any
violation of the provisions of the Advisers Act set forth in the Order, (ii)
suspended him from association with any broker, dealer, investment adviser,
investment company or municipal securities dealer for a three-month period and
(iii) required him to pay a penalty of $50,000. Contemporaneously with the entry
of the Order, Mr. Smirlock submitted an Offer of Settlement to the Commission,
which the Commission accepted, in which he consented to the Commission's entry
of the Order, without admitting or denying the findings set forth therein. GSAM
had become aware of serious violations of its internal compliance policies and
reported these violations to the Commission. In March 1993, following its report
to the Commission, GSAM suspended Mr. Smirlock's trading activities. Mr.
Smirlock resigned from GSAM and Goldman, Sachs & Co. effective November 30,
1993.

          As a result of circumstances described under "Business--Events Leading
to Termination of Management Agreement," Mr. Smirlock resigned from his position
as Chief Executive Officer of the Former Manager, and the Company's Board of
Directors terminated Mr. Smirlock's employment as Chief Executive Officer and
President and removed Mr. Smirlock as Chairman of the Board of the Company. Mr.
Smirlock remains a director of the Company, although the Board of Directors has
asked for his resignation.

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          None.

<PAGE>

                                     PART II

ITEM 5    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

          The Common Stock began trading on the NYSE on November 27, 1997 under
the symbol "LMM." Prior to such date, no public market for the Company's Common
Stock existed. The following table sets forth, for the periods indicated, the
high and low bid prices and closing sales prices per share of Common Stock as
reported on the NYSE composite tape and the cash dividends and distributions
declared per share of Common Stock.

<TABLE>
<CAPTION>

                                                                                                           Cash Dividends/
                                                                       Stock Prices                         Distributions
                                                           High             Low              Close        Declared Per Share
1997                                                       ----             ---              -----        -------------------
<S>                                                       <C>              <C>               <C>                    <C>
         Fourth Quarter (commencing
         November  27, 1997)                              $14.94           $13.56            $14.50                 $0.13

1998
         First Quarter                                    $17.63           $14.13            $15.13                 $0.43
         Second Quarter                                   $16.44           $ 9.44            $10.88                 $0.38
         Third Quarter                                    $11.25           $ 6.25            $ 7.50                 $0.38
         Fourth Quarter                                   $ 7.00           $ 3.56            $ 5.44                 $1.00

1999
         First Quarter (through
         March 29, 1999)                                  $ 5.63           $ 4.63            $ 5.38                 $2.00
</TABLE>


          As of March 29, 1999, the Company had 17,818,283 shares of Common
Stock issued and outstanding, which were held by 74 holders of record. The
Company believes it has more than 2,000 beneficial holders of Common Stock.

          The Company distributes substantially all of its taxable income (which
generally does not ordinarily equal net income as calculated in accordance with
GAAP) to its stockholders each year to maximize the tax benefits of its REIT
status. The Company intends to make distributions on the Common Stock quarterly.
To the extent necessary to maintain its qualification as a REIT, for any year
the Company will make a fifth special distribution. The distribution policy is
subject to revision, and all distributions will be made by the Company, at the
discretion of the Board of Directors, and distributions will depend on, among
other things, the taxable earnings of the Company, the financial condition of
the Company, maintenance of REIT status and such other factors as the Board of
Directors deems relevant.

          To qualify as a REIT under the Code, the Company must make
distributions to its stockholders each year in an amount at least equal to (i)
95% of its Taxable Income before deduction of dividends paid (less any net
capital gain), plus (ii) 95% of the excess of the net income from foreclosure
property over the tax imposed on such income by the Code, minus (iii) any excess
noncash income. The "Taxable Income" of the Company for any year means the
taxable income of the Company for such year (excluding any net income derived
either from property held primarily for sale to customers or from foreclosure
property) subject to certain adjustments provided in the REIT Provisions of the
Code.

          Distributions to stockholders will generally be subject to tax as
ordinary income, although a portion of such distributions may be designated by
the Company as capital gain or may constitute a tax-free return of capital. The
Company will furnish annually to each of its stockholders a statement setting
forth distributions paid during the preceding year and their characterization as
ordinary income, capital gains or return of capital. For a discussion of the
federal income tax treatment of distributions by the Company, see "Federal
Income Tax Considerations."

          The Company has adopted a Dividend Reinvestment Plan that allows
stockholders to reinvest their dividends and distributions automatically in
additional shares of Common Stock.

ITEM 6    SELECTED FINANCIAL DATA.

          The information set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and all of the financial statements and the notes thereto and other
financial information included elsewhere herein.
<TABLE>
<CAPTION>

                                                                         Year Ended                          Period Ended
                                                                     December 31, 1998                     December 31, 1997
                                                                     -----------------                    -----------------
                                                                            (in thousands, except share and per share
                                                                                              data)
<S>                                                                       <C>                                   <C>
STATEMENTS OF OPERATIONS DATA:
      Interest income:
      Mortgage loans and securities                                       $182,733                              $  10,078
      Cash and cash equivalents.....................                         4,053                                    811
                                                                        ----------                              ----------
        Total.......................................                       186,786                                  10,889
                                                                        -----------                             ----------
Interest expense:
             Repurchase agreements..................                       154,757                                   8,489
                                                                        ----------                              ----------
Net interest income.................................                        32,029                                   2,400
(Loss) gain on sale.................................                       (52,443)                                    558
of securities.......................................
Impairment loss on interest-only securities.........                       (51,474)                                     --
General and administrative expenses.................                         8,384                                     415
                                                                        ----------                              -----------
Net (loss) income...................................                     $ (80,272)                              $   2,572
                                                                        ===========                             ===========

Unrealized (loss) gain on securities:
            Unrealized holding (loss) gain arising
              during period..........................                      (67,793)                                  1,192
            Add: reclassification adjustment for loss (gain)
             included in net (loss) income...........                       52,443                                    (588)
                                                                        ----------                               ----------
Other comprehensive (loss) income....................                      (15,350)                                    604
                                                                        -----------                              ----------
Comprehensive (loss) income..........................                    $ (95,622)                               $  3,176
                                                                        ===========                              ==========
Net (loss) income per share:
            Basic....................................                    $   (4.16)                               $   0.13
                                                                        ===========                              ==========
            Diluted..................................                    $   (4.16)                               $   0.13
                                                                        ===========                              ==========
Weighted average number of shares outstanding:
            Basic.....................................                   19,313,865                             20,019,999
                                                                        =============                          ============
            Diluted...................................                    19,313,865                            20,019,999
                                                                        =============                          =============

                                                                           As of                                   As of
                                                                     December 31, 1998                       December 31, 1997
                                                                     -----------------                       -----------------
BALANCE SHEET DATA:
Cash and cash equivalents...........................                    $   30,393                             $    82,627
          Total assets..............................                       874,071                               3,793,239
          Total liabilities.........................                       746,514                               3,510,805
          Stockholders' equity......................                       127,557                                 282,434
</TABLE>

<PAGE>

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

GENERAL

          The Company has been delevering its portfolio by selling certain
securities and repaying borrowings in an attempt to reduce the portfolio's
susceptibility to basis and interest rate risk and to create additional
liquidity. During the year ended December 31, 1998, the Company reduced its
portfolio by approximately $2.8 billion of Mortgage Assets, including
approximately $2.7 billion of Agency Certificates, and terminated interest rate
swaps, at a loss of approximately $(52.4) million.

          As of December 31, 1998, based upon "available-for-sale" accounting
treatment, the Company's net asset value per share was $7.17 per share. The net
asset value as of such date reflects sales of Mortgage Assets completed through
December 31, 1998. The Company determines net asset value based on valuations
and other information obtained through multiple independent dealer quotes. As of
December 31, 1998, the Company estimates that its portfolio was comprised of
approximately $681 million of Agency Certificates, $73 million of Subordinate
Interests, $26 million of IOs, $25 million of CMOs, $8 million of Mortgage Loans
and $13 million of other fixed-income assets.

          On March 29, 1999, the Company's Board of Directors declared a special
first quarter distribution in cash of $2.00 per share of Common Stock. The
special distribution is payable on April 30, 1999 to stockholders of record as
of April 1, 1999. Depending upon the Company's reported taxable income for 1999,
this distribution may in whole or in part be characterized as a return of
capital for tax purposes.

          On March 29, 1999, to improve its liquidity, the Company terminated a
repurchase agreement with a broker-dealer with respect to $500 million of the
Company's Agency Certificates and realized a loss of approximately $(8.5)
million in connection therewith. From January 1, 1999 through March 29, 1999,
the Company sold approximately $310 million of Mortgage Assets, including
approximately $275 million of Agency Certificates, at a loss of approximately
$(5.0) million.

          As of February 28, 1999, the Company estimates that its net asset
value per share was between $6.75 and $7.00 per share. As of that date, the
Company estimates that its portfolio was comprised of approximately $666 million
of Agency Certificates, $70 million of Subordinate Interests, $25 million of
CMOs, $24 million of IOs, $8 million of Mortgage Loans and $13 million of other
fixed-income assets, none of which were emerging market securities.

RESULTS OF OPERATIONS FOR THE PERIOD ENDED DECEMBER 31, 1997

          The Company's 1997 fiscal year commenced with the beginning of its
operations on November 26, 1997. The 36-day period from November 26, 1997 to
December 31, 1997 is referred to as the "period ended December 31, 1997."

          NET INCOME. For the period ended December 31, 1997, the Company's net
income was $2,572,404, or $0.13 per share, based on 20,019,999 shares
outstanding.

          NET INTEREST INCOME. Net interest income for the period ended December
31, 1997 totaled $2,399,546. Net interest income is comprised of the interest
income earned on the Company's Mortgage Assets less interest expense from
borrowings.

          GAIN ON SALE OF SECURITIES. The Company recorded a gain on sale of
securities of $588,289.

          GENERAL AND ADMINISTRATIVE EXPENSES. The Company incurred general and
administrative expenses of $415,431, consisting of management fees paid to the
Former Manager of $232,858, incentive fees paid to the Former Manager of $94,992
and professional and other miscellaneous fees.

          The unannualized return on end of period equity for the period ended
December 31, 1997 was 0.91%.

          For the period ended December 31, 1997, the Company's taxable income
was $2,602,600, or $0.13 per average share outstanding. As a REIT, the Company
is required to declare dividends amounting to 85% of each year's taxable income
by the end of each calendar year and to have declared dividends amounting to 95%
of its taxable income for each year by the time it files its applicable tax
return and, therefore, generally passes through substantially all of its
earnings to stockholders without paying federal income tax at the corporate
level. The Company declared and paid a dividend of $0.13 per share for its first
quarter of operations.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998

NET LOSS SUMMARY

          GENERAL. For the year ended December 31, 1998, the Company had a net
loss before giving effect to charges relating to the impairment of certain IOs
of $(28.8) million, or $(1.49) per weighted average share. After giving effect
to the impairment charges of $(51.5) million, or $(2.67) per weighted average
share, for the year ended December 31, 1998, the Company had a net loss of
$(80.3) million, or $(4.16) per weighted average share. The weighted average
number of shares of Common Stock outstanding for the year was 19,313,865.
Distributions were $2.12 per weighted average share, $41.0 million in total.
Return on average equity was (35.35)% (after giving effect to the impairment
charges) for the year ended December 31, 1998.

          LOSSES FROM INVESTMENT ACTIVITIES. During the year ended December 31,
1998, the Company realized a loss of $(52.4) million or $(2.62) per weighted
average share, as a result of losses incurred in sales of securities and
terminations of interest rate swaps and a reduction in income from its Mortgage
Securities due to a reduced investment portfolio and increasing prepayments. In
response to a difficult credit environment, the Company raised cash by selling
portfolio securities to meet increased margin requirements.

          LOSSES FROM IMPAIRMENT CHARGES. The Company has treated its portfolio
of adjustable rate IOs as impaired assets and taken an impairment charge against
operating earnings for the year ended December 31, 1998 of $(51.0) million or
$(2.64) per weighted average share. At the end of the second and third quarters
of 1998, in light of the continued flat yield curve, low levels of LIBOR and
faster than expected prepayment rates over an extended period of time, the
Company decided that the impairment in market value was a permanent impairment.
Accordingly, in the second and third quarters of 1998, the Company decided that
an impairment charge of $(28.0) million and $(21.0) million, respectively,
should be realized in current income.

          Most of the Company's IOs were LIBOR-based floating rate IOs purchased
in December 1997. They were acquired to balance duration in the Company's
portfolio. This investment was made based on the Company's evaluation of the
then-current prepayments, the shape of the yield curve and the relative values
of similar investments.

          In evaluating the impairment charge on the IOs, the Company employs
current estimates of future prepayments obtained from independent sources. For
IOs collateralized by fixed-rate pass-through mortgage securities issued by
FNMA, GNMA and FHLMC (collectively, "Agency Fixed Rate Pass-Throughs"), the
Company utilized the median lifetime projection prepayment speeds compiled and
reported by Bloomberg L.P. from a survey of leading dealers in the mortgage
market. For "private label" IOs (collateralized by non-government agency
mortgage securities), the Company employs prepayment estimates from at least one
independent dealer. The prepayment estimates typically take into consideration
the current level and shape of the yield curve.

          As a result of the substantial decline in interest rates since the
purchase of the IOs, current estimates of prepayment speeds significantly exceed
the original prepayment speed estimates.

          At the end of the first quarter of 1998, the majority of the Company's
IOs were floating rate IOs. Floating rate IOs are unique securities in that the
interest payments on these securities increase as one-month LIBOR increases. Due
to this characteristic of option value, floating rate IOs trade at much lower
yields than fixed rate IOs. At the end of the second and third quarter of 1998,
in light of the continued flat yield curve, low levels of LIBOR and faster than
expected prepayment rates actually occurring for an extended period of time, the
Company decided that the impairment in market value was other than temporary.

TAXABLE INCOME (LOSS) AND GAAP INCOME (LOSS)

          For the year ended December 31, 1998, a net operating loss as
calculated for tax purposes ("NOL") is estimated at approximately $(51.3)
million, or $(2.65) per weighted average share. NOLs may be carried forward for
20 years. Taxable income was different from income (loss) as calculated
according to generally accepted accounting principles ("GAAP income (loss)") as
a result of, among other things, differing treatment of losses on securities
transactions and interest rate swaps, permanent impairment writedowns on IOs and
a differing treatment of premium and discount amortization.

          Taxable income and GAAP income (loss) could also differ for other
reasons. For example, the Company may take credit provisions which would affect
GAAP income whereas only actual credit losses are deducted in calculating
taxable income. In addition, G&A Expenses may differ due to differing treatment
of leasehold amortization, certain stock option expenses and other items. As of
December 31, 1998, the Company had not taken credit provisions because 82% of
Investments held by the Company at December 31, 1998 are Mortgage Securities
issued by government agencies.

          The distinction between taxable income and GAAP income (loss) is
important to the Company's stockholders because dividends or distributions are
declared on the basis of taxable income. While the Company does not pay taxes so
long as it satisfies the requirements for exemption from taxation pursuant to
the REIT Provisions of the Code, each year the Company completes a corporate tax
form wherein taxable income is calculated as if the Company were to be taxed.
This taxable income level helps to determine the amount of dividends the Company
intends to pay out over time.

INTEREST INCOME AND AVERAGE EARNING ASSET YIELD

          The Company had average earning assets of $2,881.1 million for the
year ended December 31, 1998. The table below shows, for the year ended December
31, 1998, the Company's average balance of cash equivalents, loans and
securities, the yields earned on each type of earning asset, the yield on
average earning assets and interest income.
<TABLE>
<CAPTION>

                                                AVERAGE EARNING ASSET YIELD
                                                   (dollars in thousands)
                                                                                                           
                                                  Average                                Yield on    Yield on
                                     Average      Amortized                Yield on       Average    Average
                                      Cash          Cost       Average     Average       Amortized   Interest
                                                     of        Earning      Cash        Cost of      Earning    Interest
                                     Equivalents  Securities    Assets    Equivalents   Securities    Assets     Income
<S>                                   <C>        <C>          <C>            <C>          <C>         <C>        <C>
For the Year Ended
    December 31, 1998                 $44,770    $2,836,370   $2,881,140     5.80%        6.86%       6.84%      $186,786
</TABLE>


INTEREST EXPENSE AND THE COST OF FUNDS

          For the year ended December 31, 1998, the Company had average borrowed
funds of $2,684.3 million and total interest expense of $154.8 million with an
average cost of funds of 5.77%. The Company believes that its largest expense is
usually the cost of borrowed funds. Interest expense is calculated in the same
manner for tax and GAAP purposes. The Company expects that changes in the
Company's cost of funds closely correlate with changes in one-month LIBOR,
although the Company may choose to extend the maturity of its liabilities at any
time, subject to the lender's consent. The Company's average cost of funds was
0.20% above one-month LIBOR for the year ended December 31, 1998. The Company
generally has structured its borrowings to adjust with one-month LIBOR. During
the year ended December 31, 1998, average one-month LIBOR, which was 5.57%, was
0.03% higher than average six-month LIBOR, which was 5.54%.

          The table below shows, for the year ended December 31, 1998, the
Company's average borrowed funds and average cost of funds compared to average
one and six-month LIBOR.
<TABLE>
<CAPTION>

                                                AVERAGE COST OF FUNDS
                                               (dollars in thousands)
                                                                                                 Average    Average    Average
                                                                                                 One-Month  Cost of    Cost of
                                                                                                  LIBOR     Funds      Funds
                                                                                                 Relative   Relative   Relative
                                                                                                   to        to          to
                                                                           Average     Average    Average    Average    Average
                                          Average                Average   One-Month   Six-       Six-       One-       Six-
                                          Borrowed   Interest    Cost of     of        Month      Month      Month      Month
                                           Funds     Expense     Funds     LIBOR       LIBOR      LIBOR      LIBOR      LIBOR
<S>                                     <C>          <C>         <C>        <C>        <C>         <C>         <C>        <C>
For the Year Ended
   December 31, 1998                    $2,684,296   $154,757    5.77%      5.57%      5.54%       .03%        .20%       .23%
</TABLE>

          During 1998, events in the financial markets (including the continued
flat yield curve, the dislocation in the market for fixed-income securities, the
tightening of credit available for investment in securities and the increased
risk of interest rate sensitive prepayment on mortgages) had an adverse effect
upon the Company's earnings. A relatively flat yield curve caused financing
costs to be relatively high compared to the income earned on the Company's
Mortgage Assets. The dislocation in the fixed-income securities market and the
increased risk of prepayments, which affected the value of the Company's
portfolio, together with the tightening of credit available for investment in
securities, adversely affected the Company's ability to employ leverage
profitably.

INTEREST RATE SWAPS

          In December 1997, the Company entered into interest rate swaps with an
aggregate notional amount of $1,035 million. The Company used these interest
rate swaps to hedge its available-for-sale portfolio of fixed-rate Agency
Certificates. The primary objective of this hedging strategy was to change the
interest rate characteristics of these securities from fixed to variable rates,
to better correspond to the maturity and repricing characteristics of the
short-term repurchase agreements used by the Company to fund these investments.
This primary objective was the basis for the Company's hedge accounting
treatment. The Company continually monitored the swaps to ensure that they were
effective at changing the interest rate characteristics of the securities. A
secondary objective was to offset fluctuations in the fair value of the
securities caused by fluctuations in market interest rates.

          In September 1998, the Company experienced margin calls and believed
it prudent to increase its liquidity, and therefore, liquidated a large portion
of its Agency Certificates. In conjunction with liquidating these securities
positions, the Company also discontinued hedge accounting for the related swaps
with an aggregate notional amount of $485 million. The Company recognized the
unrealized loss on these swaps as an element of the overall loss on the
liquidation of the securities of $(26.0) million. In October 1998, the Company
liquidated Agency Certificates in response to continued margin calls and the
need for liquidity. The overall October 1998 loss on the liquidation of Agency
Certificates, including losses recognized upon suspension of hedge accounting
for the remaining swap with a notional amount of $550 million, totaled $(35.0)
million. On the day of each suspension of hedge accounting, the affected swaps
were closed out without additional gain or loss.

          The valuations and other information used by the Company to monitor
the effectiveness of its interest rate swap hedging strategy were obtained
through multiple independent dealer quotes. This same information was used to
record the investments and swaps in the Company's financial statements and to
determine the Company's net asset value. The Company has never purchased or
written options to enter into swaps. As part of the Company's investigation of
the potential impact of the pricing irregularities discovered at the Affiliated
Funds, the Company reviewed the pricing of its own securities and swaps and
concluded that the valuations used were accurate.

          The Company has been concerned about the potential distortion of GAAP
income relative to taxable income caused by differences in the book and tax
accounting treatment for its hedging activities and about volatility in reported
earnings that would obscure the comparability of the Company with other mortgage
REITs. At the time of the Company's initial public offering, the Company
believed that some of these concerns would best be addressed by electing to
classify the Mortgage Securities as trading securities for financial statement
purposes. Upon further analysis, including analysis of the accounting for the
related borrowings, the Company concluded that this accounting election would
not achieve the results initially anticipated and that classifying the Mortgage
Securities as available-for-sale would likely result in closer conformity to the
tax accounting method upon which distributions are based and greater
comparability with other mortgage REITs. Therefore, as the Company purchased the
individual securities in its portfolio of Mortgage Securities, it did not
classify them as trading securities.

          Because the Mortgage Assets were not voluntarily classified as trading
securities, they met the definition of available-for-sale securities of
paragraph 12(b) of Statement of Financial Accounting Standards No. 115 ("SFAS
No. 115"). Accordingly, the Company classified each Mortgage Security as
available-for-sale at its acquisition date and subsequently reported each
security at its fair value. Pursuant to paragraph 13 of SFAS No. 115, unrealized
holding gains of $3.7 million related to available-for-sale Mortgage Securities
were reported in other comprehensive income at December 31, 1997 following the
initial acquisition of most of the securities.

NET INTEREST INCOME

          Net interest income, which equals interest income less interest
expense, totaled $32.0 million for the year ended December 31, 1998. Net
interest rate spread, which equals the yield on the Company's interest earning
assets (excluding cash) less the average cost of funds for the period was 1.09%
for the year ended December 31, 1998.

          The table below shows interest income by earning asset type, average
earning assets by type, total interest income, interest expense, average
repurchase agreements, average cost of funds, and net interest income for the
year ended December 31, 1998.

<TABLE>
<CAPTION>

                                                        NET INTEREST INCOME
                                                      (dollars in thousands)
                                                                                      Yield
               Average                                          Net                    on
               Amortized   Interest                 Interest    Income                Average  Average              Average
               Cost        Income      Average      Income on     on         Total    Interest Balance of           Cost      Net
                 of         on         Cash         Cash        Contractual  Interest Earning  Repurchase  Interest   of    Interest
               Investments Investments Equivalents  Equivalents Commitments  Income   Assets   Agreements  Expense  Funds   Income
<S>           <C>         <C>          <C>          <C>         <C>          <C>        <C>     <C>         <C>       <C>    <C>
For the Year
Ended December
31, 1998      $2,836,370  $195,462     $44,770      $4,053      $(12,729)    $186,786   6.86%   $2,684,296  $154,757  5.77%  $32,029
</TABLE>


CREDIT CONSIDERATIONS

          The Company has not experienced credit losses on its investment
portfolio to date, but losses may be experienced in the future. At December 31,
1998, the Company had limited its exposure to credit losses on its portfolio by
holding 84.3% of its investments in Mortgage Securities issued by FNMA, GNMA and
FHLMC (including IOs, fixed/floating rate mortgage securities, fixed rate
pass-through mortgage securities and principal-only mortgage securities).

GENERAL AND ADMINISTRATIVE EXPENSES

          General and administrative expenses ("operating expense" or "G&A
expense") were $8.4 million for the year ended December 31, 1998, consisting of
management fees paid to the Former Manager of $2.4 million, incentive fees paid
and payable to the Former Manager of $2.1 million, deferred stock expense of
$1.1 million and professional and other miscellaneous fees. There were no
differences in the calculation of G&A expense for taxable and GAAP income
purposes. The "Efficiency Ratio" is the G&A expense divided by the net interest
income.
<TABLE>
<CAPTION>

                                                       G&A EXPENSE RATIOS
                                                     (dollars in thousands)
                                                                                            Total         Total
                                                                                             G&A           G&A
                                                                                          Expense/      Expense/
                                                        Deferred     Other      Total      Average       Average     Efficiency
                                   Management Incentive  Stock        G&A         G&A      Assets        Equity         Ratio
                                     Fee         Fee    Expense     Expense    Expense  (Annualized)  (Annualized)  (Annualized)
<S>                                <C>         <C>       <C>        <C>         <C>         <C>           <C>          <C>
For the Year Ended                 $2,407      $2,123    $1,082     $2,772      $8,384      .27%          3.69%        26.18%
 December 31, 1998
</TABLE>

NET LOSS AND RETURN ON AVERAGE EQUITY

          Net losses were $80.3 million for the year ended December 31, 1998.
Return on average equity for the year ended December 31, 1998 was (35.35)%. The
table below shows for the year ended December 31, 1998 the Company's net
interest income, gain on sale of securities and G&A expense each as a percentage
of average equity, and the return on average equity.
<TABLE>
<CAPTION>

                                          COMPONENTS OF RETURN ON AVERAGE EQUITY

                                             Net          Loss on      Impairment
                                          Interest        Sale of      Loss
                                           Income/        Securities   on               G&A         Return on
                                           Average        Average      Interest-Only   Expense/      Average
                                           Equity         Equity       Securities      Equity        Equity

<S>                                        <C>            <C>          <C>             <C>          <C>
For the Year Ended
December 31, 1998                          14.10%         (23.09)%     (22.67)%        3.69%        (35.35)%
</TABLE>

DISTRIBUTIONS AND TAXABLE INCOME

          The Company has elected to be taxed as a REIT under the Code.
Accordingly, the Company intends to distribute substantially all of its taxable
income for each year to stockholders, including income resulting from gains on
sales of securities. For the year ended December 31, 1998, the Company
determined that it had no taxable income and made return of capital
distributions of $41.0 million.

 FINANCIAL CONDITION

          INVESTMENTS

          As of December 31, 1998 and 1997, the Company's portfolio consisted
of:
<TABLE>
<CAPTION>

                                                                  AS OF DECEMBER 31,
                                                      1998                                     1997
                                                      ----                                     ----
                                           Dollar                                Dollar
                                           Amount                                Amount              Percentage
         Securities                     (in Millions)          Percentage      (in Millions)

<S>                                     <C>                         <C>            <C>                  <C>
Agency Certificates                     $  681                      82%            $  3,349             93%
Subordinate Interests                       73                       9%                  44              1%
IOs                                         26                       3%                 151              4%
CMOs                                        25                       3%                  24              1%
Mortgage Loans                               8                       1%                 ---              --
Other fixed-income assets                   13(1)                    2%                  49(2)           1%
                                           ----                                        ----
   Total                                 $ 826                                      $ 3,617
                                         ======                                     ========
-------------------------------------
 (1)  Included no emerging market securities.
 (2)  Consisted entirely of emerging market securities.
</TABLE>

         The Company reduced its portfolio of Mortgage Assets during the year
ended December 31, 1998 in an attempt to reduce the portfolio's susceptibility
to basis and interest rate risk and to create additional liquidity in response
to margin calls, amortization and prepayments.

          Discount balances are accreted as an increase in interest income over
the life of discount investments and premium balances are amortized as a
decrease in interest income over the life of premium investments. At December
31, 1998, the Company had on its balance sheet (excluding IOs) $32.7 million
total unamortized discount (which is the difference between the remaining
principal value and the current historical amortized cost of investments
acquired at a price below principal value) and $5.0 million unamortized premium
(which is the difference between the remaining principal amount and the current
historical amortized cost of investments acquired at a price above principal
value). The Company also had $26.8 million unamortized premium on IOs.

          Mortgage principal repayments received were $290.0 million for the
year ended December 31, 1998. Given the Company's current portfolio composition,
if mortgage principal repayment rates increase over the life of the Mortgage
Securities comprising the current portfolio, all other factors being equal, the
Company's net interest income should decrease during the life of such Mortgage
Securities as the Company will be required to amortize its net premium balance
into income over a shorter time period. Similarly, if mortgage principal
prepayment rates decrease over the life of such Mortgage Securities, all other
factors being equal, the Company's net interest income should increase during
the life of such Mortgage Securities as the Company will amortize its net
premium balance over a longer time.
<PAGE>

          The table below summarizes the Company's investments at December 31,
1998.
<TABLE>
<CAPTION>

                                         SECURITIES (EXCLUDING IOs)
                                           (dollars in thousands)
                                                                                                  Estimated
                                                                      Amortized                    Fair        Weighted
                                                                       Cost to                    Value to     Average
                              Principal     Net        Amortized      Principal     Estimated     Principal      Life
                              Amount      Discount        Cost         Amount      Fair  Value    Amount       (Years)
<S>                           <C>          <C>            <C>             <C>         <C>            <C>        <C>
December 31, 1998             $883,299     $(27,644)      $805,654        96.68%      $791,221       94.95%     7.1

                                               MORTGAGE LOANS
                                           (dollars in thousands)
                                                                                                   Estimated
                                                                                                    Fair
                                                                      Amortized                     Value        Weighted
                                                                      Cost to                        to         Average
                             Principal       Net        Amortized     Principal      Estimated    Principal       Life
                               Amount       Premium        Cost        Amount        Fair Value     Amount       (Years)

<S>                           <C>            <C>         <C>          <C>            <C>            <C>           <C>
December 31, 1998             $8,151         $267        $8,417       103.27%        $8,417         103.27%       2.6

          At December 31, 1998, the Company had borrowing outstanding from eight
lenders. Such borrowings are generally short-term (7-day or 30-day terms) and
may not be renewed by the lender at is discretion.

                                                IO SECURITIES
                                           (dollars in thousands)
                                                                                                   Estimated
                                                                       Amortized                    Fair        Weighted
                                                                       Cost to                     Value to     Average
                              Notional        Net        Amortized     Notional      Estimated     Notional      Life
                               Amount       Premium      Cost (1)      Amount      Fair Value      Amount       (Years)
<S>                          <C>            <C>           <C>             <C>         <C>            <C>           <C>
December 31, 1998            $454,690       $26,781       $26,781         5.89%       $26,468        5.82%         7.1

---------------------

(1) After provision for impairment.

The table below shows unrealized gains and losses on the securities in the
Company's portfolio at December 31, 1998.

                                   UNREALIZED GAINS AND LOSSES

                                                           At December 31, 1998
                                                          (dollars in thousands)

Unrealized Gain                                                        $12,182
Unrealized Loss                                                        (26,928)
Net Unrealized Loss                                                    (14,746)
Net Unrealized Loss as % of Investments Principal/Notional Amount        (1.14)%
Net Unrealized Loss as % of Investments Amortized Cost                   (1.75)%


          The following table sets forth a schedule of Pass-Through Certificates
and Mortgage Loans owned by the Company at December 31, 1998 and 1997 classified
by issuer and by ratings categories.

    PASS-THROUGH CERTIFICATES AND MORTGAGE LOANS BY ISSUER AND CREDIT RATING
                 (dollars in thousands) 

                                                DECEMBER 31, 1998                       DECEMBER 31, 1997
                                             ----------------------                     ----------------------
                                         CARRYING VALUE        PORTFOLIO MIX       CARRYING VALUE       PORTFOLIO MIX
                                         --------------        -------------       ---------------      --------------
<S>                                      <C>                        <C>             <C>                      <C>
Agency Certificates................      $   680,730                83%             $  3,349,065             93%
Privately Issued Certificates:
 AAA/Aaa Rating..................              --                   --                     --                 --
 AA/Aa Rating....................              --                   --                     --                 --
 A Rating........................              7,596                 1%                    --                 --
 BBB/Baa Rating..................             17,791                 2%                   23,613              1%
 BB/Ba Rating and Other..........             85,105                10%                   92,583              2%
IOs..............................             26,468                 3%                  151,412              4%
Mortgage Loans...................              8,417                 1%                    --                 --
                                          ----------                                ------------
        Total....................         $  826,107                                $  3,616,761
                                             =======                                   =========
</TABLE>

          The following tables set forth information about the Company's
portfolio of Subordinate Interests, IOs, CMOs, and other fixed-income assets as
of December 31, 1998.

                            SUBORDINATE INTERESTS
                           (dollars in thousands)

Description                       Market Value at December 31, 1998
------------                      ---------------------------------
Commercial                           $  45,292
Residential                             27,337


                                IO SECURITIES
                           (dollars in thousands)

                                                              Market Value
Description                      Coupon                     at December 31, 1998
-----------                     ---------                  --------------------
Commercial                        Fixed                         $ 16,140
Residential                       Floating                        10,328

                                    CMOs
                           (dollars in thousands)
                                                             Market Value at
Description                      Rating                     December 31, 1998
------------                     -------                  -------------------
Residential                       BBB                           $ 17,792
Residential                       A                                7,596


                          OTHER FIXED-INCOME ASSETS
                           (dollars in thousands)

                                          Market Value at
Description                              December 31, 1998
-----------                              ---------------------
CBO/CLO                                       $12,478

BORROWINGS

          To date, the Company's debt has consisted entirely of borrowings
collateralized by a pledge of the Company's investments. These borrowings appear
on the balance sheet as repurchase agreements. Substantially all of the
Company's investments are currently accepted as collateral for such borrowings.
The Company has not established, and currently does not intend to establish,
permanent lines of credit. The Company has obtained, and believes it will be
able to continue to obtain, short-term financing in amounts and at interest
rates consistent with the Company's financing objectives. At December 31, 1998,
the Company had borrowings outstanding from eight lenders. Such borrowings are
generally short-term (7-day or 30-day terms) and may not be renewed by the
lender at its discretion. Certain lenders have reduced the funds made available
to the Company for pledges of certain less liquid securities.

          For the year ended December 31, 1998, the term to maturity of the
Company's borrowings has ranged from one day to five years, with a weighted
average remaining maturity of 2.77 years at December 31, 1998. At December 31,
1998, the Company had outstanding $742.4 million of repurchase agreements.
Approximately $242.4 million of the Company's borrowings have a cost of funds
which adjusts monthly based on a fixed spread over or under one-month LIBOR. At
December 31, 1998, the weighted average cost of funds for all of the Company's
borrowings was 5.94%. At December 31, 1998, investments actually pledged had an
estimated fair value of $854.8 million.

LIQUIDITY

          Liquidity, which is the Company's ability to turn non-cash assets into
cash, allows the Company to purchase additional securities and to pledge
additional assets to secure existing borrowings should the value of pledged
assets decline. Potential immediate sources of liquidity for the Company include
cash balances and unused borrowing capacity. Unused borrowing capacity varies
over time as the market value of the Company's securities varies. The Company's
balance sheet also generates liquidity on an on-going basis through mortgage
principal repayments and net earnings held prior to payment as dividends. Should
the Company's needs ever exceed these on-going sources of liquidity plus the
immediate sources of liquidity discussed above, management believes that the
Company's securities could in most circumstances be sold to raise cash; however,
if the Company is forced to liquidate Mortgage Assets that qualify as qualified
real estate assets to repay borrowings, there can be no assurance that it will
be able to maintain its REIT status.

          During 1998, events in the financial markets (including the
dislocation in the market for fixed-income securities, the tightening of credit
available for investment in securities and the decrease in value of mortgage
securities due to prepayment risk) had an adverse effect on the Company's
ability to borrow funds and may continue to have such an effect. To address
concerns with respect to possible decreased liquidity, the Company has delevered
its portfolio and sold securities. From October 1, 1998 through December 31,
1998, the Company sold approximately $1.3 billion of Mortgage Assets, including
approximately $1.1 billion of Agency Certificates.

          The availability of financing for the Company's portfolio has been
stable during the first quarter of 1999. This is in sharp contrast to the third
and fourth quarters of 1998, which saw a significant decline in the availability
of financing. While financing is not as easily available as it was in early
1998, the Company believes it can adequately finance its portfolio given current
market conditions.

          In June 1998, the Board of Directors increased the amount of Common
Stock authorized to be repurchased under the Company's stock repurchase program
to $30 million. Pursuant to the repurchase program, as of December 31, 1998, the
Company has used the proceeds of sales of, and payments from, its portfolio
securities to repurchase 2,300,466 shares of Common Stock for $19.3 million in
open market transactions. Such purchases were made at a weighted average price
per share of $8.41 (excluding commission costs). The repurchased shares have
been returned to the Company's authorized but unissued shares of Common Stock as
treasury shares.

 STOCKHOLDERS' EQUITY

          The Company uses "available-for-sale" treatment for its securities;
these assets are carried on the balance sheet at estimated market value rather
than historical amortized cost. Based upon such "available-for-sale" treatment,
the Company's equity base at December 31, 1998 was $127.6 million, or $7.17 per
share. If the Company had used historical amortized cost accounting, the
Company's equity base at December 31, 1998 would have been $142.3 million, or
$7.99 per share.

          With the Company's "available-for-sale" accounting treatment,
unrealized fluctuations in market values of assets do not impact GAAP net income
or taxable income but rather are reflected on the balance sheet by changing the
carrying value of the assets and reflecting the change in stockholders' equity
under "Accumulated Other Comprehensive Income (Loss)" and in the statement of
operations under "Other Comprehensive Loss." By accounting for its assets in
this manner, the Company hopes to provide useful information to stockholders and
creditors and to preserve flexibility to sell assets in the future without
having to change accounting methods.

          As a result of this mark-to-market accounting treatment, the book
value and book value per share of the Company are likely to fluctuate far more
than if the Company used historical amortized cost accounting. As a result,
comparison with companies that use historical cost accounting for some or all of
their balance sheet may be misleading.

          Unrealized changes in the estimated net market value of securities
have one direct effect on the Company's potential earnings and dividends:
positive market-to-market changes will increase the Company's equity base and
allow the Company to increase its borrowing capacity while negative changes in
the net market value of the Company's securities might impair the Company's
liquidity position, requiring the Company to sell assets with the likely result
of realized losses upon sale. "Accumulated Other Comprehensive Income (Loss)"
was $(14.7) million, or (1.75)% of the amortized cost of securities at December
31, 1998.

          The table below shows the Company's equity capital base as reported
and on a historical amortized cost basis at December 31, 1998. The historical
cost equity basis is influenced by issuances of Common Stock, the level of GAAP
earnings as compared to dividends declared, and other factors. The GAAP reported
equity base is influenced by these factors plus changes in the "Accumulated
Other Comprehensive Income (Loss)" account.
<TABLE>
<CAPTION>

                                                 STOCKHOLDERS' EQUITY
                                    (dollars in thousands, except per share data)

                                                          Net Unrealized
                                                          Losses
                                            Historical     on            GAAP           Historical        GAAP
                                            Amortized     Assets         Reported       Amortized         Reported
                                            Cost          Available      Equity         Cost              Equity
                                            Equity          for          Base           Equity            (Book Value
                                            Base          Sale          (Book Value)    Per Share         Per Share)

<S>                                       <C>           <C>             <C>             <C>           <C>
At December 31, 1998                      $142,303      $(14,746)       $127,557        $7.99         $7.17
</TABLE>


CAPITAL AND LEVERAGE STRATEGIES

          The Company's operations are leveraged approximately 6.9 to 1 as of
December 31, 1998 and 6.3 to 1 as of February 28, 1999. Currently, the Company
has been delevering, thereby increasing its equity-to-assets ratio. At December
31, 1998, the Company's equity-to-assets ratio was 14.6%, and has ranged from a
high of 15.9% to a low of 5.9% during 1998. Initially, the Company financed its
acquisition of Mortgage Assets through proceeds of its initial public offering
and several concurrent private placements, and currently finances any
acquisitions primarily by borrowing against or "leveraging" its existing
portfolio and using the proceeds to acquire additional Mortgage Assets. The
Company's target for its equity-to-assets ratio depends on market conditions and
other relevant factors.

          The equity-to-assets ratio is total stockholders' equity as a
percentage of total assets. The Company's total stockholders' equity, for
purposes of this calculation, equals the Company's stockholders' equity
determined in accordance with GAAP. For purposes of calculating the
equity-to-assets ratio, the Company's total assets include the value of the
Company's investment portfolio on a marked-to-market-basis. For purchased
Mortgage Assets, the Company obtains market quotes for its Mortgage Assets from
independent broker-dealers that make markets in securities similar to those in
the Company's portfolio. The Board of Directors has discretion to deviate from
or change the Company's indebtedness policy at any time. However, the Company
endeavors to maintain an adequate capital base to protect against interest rate
environments in which the Company's financing and hedging costs might exceed
interest income from its Mortgage Assets. These conditions could occur, for
example, when, due to interest rate fluctuations, interest income on the
Company's Mortgage Assets (which occur during periods, such as the first three
quarters of 1998, of rapidly rising interest rates or during periods when the
Mortgage Loans in the portfolio are prepaying rapidly) lags behind interest rate
increases in the Company's variable rate borrowings.

INFLATION

          Virtually all of the Company's assets and liabilities are financial in
nature. As a result, interest rates are expected to influence the Company's
performance more directly than inflation.

         While changes in interest rates do not necessarily correlate with
inflation rates or changes in inflation rates, interest rates ordinarily
increase during periods of high or increasing inflation and decrease during
periods of low or declining inflation. Accordingly, management believes that the
Company's financial condition or results of operations will be influenced by
inflation to the extent interest rates are affected by inflation.

YEAR 2000 COMPLIANCE

          The Company uses computer software programs and operating systems in
its internal operations relating to the management of the Company and its
portfolio. The year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year and impacts both
information technology ("IT") and non-IT systems. Any of the Company's computer
programs that have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. This could cause the Company to incur
expenses and the risk and potential expense of any disruptions that may be
caused by the software's impaired functioning as the year 2000 approaches and by
the modification or replacement of such software.

          The Company does not own or license any proprietary IT systems in its
operations and relies on the IT systems of third parties, for its operations.
The ability of these third parties with whom the Company transacts business to
address adequately their year 2000 compliance is beyond the Company's control.
The Company has started the process of contacting these parties and others with
whom the Company does significant business to determine their year 2000
compliance status and the extent to which the Company could be affected by any
third party year 2000 compliance issues. There can be no assurance that the
systems of other companies with whom the Company does business or upon which the
Company's systems rely will be timely converted, or that a failure to convert by
another company, or a conversion that is incompatible with the Company's
systems, would not have a material adverse effect on the Company. The Company is
currently in the process of assessing its non-IT systems for year 2000
compliance.

          The costs incurred by the Company to address year 2000 compliance have
not had, and are not anticipated to have, a material adverse effect on the
Company's business, financial condition, results of operations or ability to
sustain growth. The costs are based on management's best estimates, which were
derived using numerous assumptions of future events including the continued
availability of certain resources, third party modification plans and other
factors. However, there can be no guarantee that these estimates will be
achieved and actual results could differ from those plans.

RECENT ACCOUNTING PRONOUNCEMENTS

          In June 1998, Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133")
was issued and is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. SFAS No. 133 generally requires that entities recognize all
derivative financial instruments as assets or liabilities, measured at fair
value, and include in earnings the changes in the fair value of such assets and
liabilities. SFAS No. 133 also provides that changes in the fair value of assets
or liabilities being hedged with recognized derivative instruments be recognized
and included in earnings. The Company has not yet completed its evaluation of
SFAS No. 133, and therefore, at this time, cannot predict what, if any, effect
its adoption will have on the Company's financial condition or results of
operations.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

          Certain statements contained under "Item 1. Business" and "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations," and other statements contained herein regarding matters that are
not historical facts, are forward-looking statements (as such term is defined in
the Private Securities Litigation Reform Act of 1995). Because such
forward-looking statements include risks and uncertainties, actual results may
differ materially from those expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ materially
include, but are not limited to, those described below:

          o    The Company was organized in September 1997 and has a limited
               operating history.

          o    The Company recently became self advised and is totally reliant
               on the services of Robert J. Gartner for day-to-day portfolio
               management decisions. Mr. Gartner can terminate his employment
               with the Company at any time.

          o    The Company engages in complex hedging strategies which have
               resulted, and may continue to result, in losses. As an example,
               the Company closed out all of its interest rate swaps in the
               second through fourth quarter of 1998 at a loss of $(62.5)
               million.

          o    The Company has experienced significant operating losses, and
               expects to incur future losses. The Company has treated its
               portfolio of adjustable rate IOs as impaired assets and taken an
               impairment charge against operating earnings in the second and
               third quarters and may be required to take additional impairment
               charges in the future. For the year ended December 31, 1998, the
               impairment charges of $(51.5 million), or $(2.67) per share,
               reduced reporting earnings to a net loss of $(80.3 million), or
               $(4.16) per share. The Company may suffer additional losses on
               investments in IOs, Sub IOs, Inverse IOs and other Mortgage
               Derivatives, especially during periods of declining interest
               rates.

          o    On November 29, 1993, Michael L. Smirlock, the former Chairman of
               the Board, Chief Executive Officer and President of the Company
               and former Chief Executive Officer of the Former Manager,
               consented to the entry of a cease-and-desist order issued against
               him by the Commission arising out of trading activities in
               Mortgage Securities.

          o    During the summer of 1998, pricing irregularities detected in one
               of the Affiliated Funds managed by the Former Manager resulted in
               the termination of Michael L. Smirlock as the Company's Chief
               Executive Officer and President and the removal of Mr. Smirlock
               from his post as Chairman of the Board, and the resignation of
               Mr. Smirlock as Chief Executive Officer of the Former Manager as
               well as other administrative changes at the Former Manager. Mr.
               Smirlock remains a director of the Company, although the Board of
               Directors has asked for his resignation; David A. Tepper and
               William Marshall resigned as directors of the Company effective
               July 30, 1998.

          o    Interest rate fluctuations may decrease or eliminate net income
               from the Company's investments.

          o    The Company's investments are leveraged; there are no limitations
               on the Company's borrowings.

          o    Lehman Brothers Inc., as financial adviser to the Company, has
               attempted unsuccessfully to sell the Company.

          o    Failure to maintain REIT status would subject the Company to
               corporate tax and an excise penalty tax and would reduce earnings
               and cash available for distribution to stockholders.

          o    The Board of Directors determines the Company's operating
               policies and strategies which may be changed without stockholder
               consent.

<PAGE>

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET  RISK

MARKET RISK

          Market risk is the exposure to loss resulting from changes in interest
rates, foreign currency exchange rates, commodity prices and equity prices. The
primary market risk to which the Company is exposed is interest rate risk, which
is highly sensitive to many factors, including governmental monetary and tax
policies, domestic and international economic and political considerations and
other factors beyond the control of the Company. Changes in the general level of
interest rates can affect the Company's net interest income, which is the
difference between the interest income earned on interest-earning assets and the
interest expense incurred in connection with its interest- bearing liabilities,
by affecting the spread between the Company's interest-earning assets and
interest-bearing liabilities. Changes in the level of interest rates also can
affect, among other things, the value of the Company's Mortgage Securities and
its ability to realize gains from the sale of such assets.

          The Company may utilize a variety of financial instruments, including
interest rate swaps, caps, floors and other interest rate exchange contracts, in
order to limit the effects of interest rates on its operations. The use of these
types of derivatives to hedge interest-earning assets and/or interest-bearing
liabilities carries certain risks, including the risk that losses on a hedge
position will reduce the funds available for payments to holders of securities
and, indeed, that such losses may exceed the amount invested in such
instruments. As described previously, the Company has experienced significant
losses as a result of its hedging activities. The profitability of the Company
may be adversely affected during any period as a result of changing interest
rates.

          The following table quantifies the potential changes in net interest
income and net portfolio value should interest rates go up or down (shocked) 400
basis points, assuming the yield curves of the rate shocks will be parallel to
each other. Net portfolio value is defined as interest-earning assets net of
interest-bearing liabilities. All changes in income and value are measured as
percentage changes from the projected net interest income and net portfolio
value at the base interest rate scenario. The base interest rate scenario
assumes interest rates at December 31, 1998 and various estimates regarding
prepayment and all activities are made at each level of rate shock. Actual
results could differ significantly from these estimates.

                            Projected Percentage Change In
 Change in Interest Rate     Net Interest Income             Net Portfolio Value

- 400 Basis Points               35%                              21%
- 300 Basis Points               24%                              13%
- 200 Basis Points               13%                               6%
- 100 Basis Points                1%                               2%
Base Interest Rate               --                                --
+ 100 Basis Points               (7%)                             (7)%
+ 200 Basis Points               11%                             (17)%
+ 300 Basis Points               22%                             (29)%
+ 400 Basis Points               16%                             (42)%


ASSET AND LIABILITY MANAGEMENT

          Asset and liability management is concerned with the timing and
magnitude of the repricing of assets and liabilities. The Company's objective is
to attempt to control risks associated with interest rate movements. Methods for
evaluating interest rate risk include an analysis of the Company's interest rate
sensitivity "gap," which is defined as the difference between interest-earning
assets and interest-bearing liabilities maturing or repricing within a given
time period. A gap is considered positive when the amount of interest-rate
sensitive assets exceeds the amount of interest-rate sensitive liabilities. A
gap is considered negative when the amount of interest-rate sensitive
liabilities exceeds the amount of interest-rate sensitive assets. During a
period of rising interest rates, a negative gap would tend to adversely affect
net interest income, while a positive gap would tend to result in an increase in
net interest income. During a period of declining interest rates, a negative gap
would tend to result in an increase in net interest income, while a positive gap
would tend to affect net interest income adversely. Because different types of
assets and liabilities with the same or similar maturities may react differently
to changes in overall market rates or conditions, changes in interest rates may
affect net interest income positively or negatively even if an institution were
perfectly matched in each maturity category.

          The following table sets forth the estimated maturity or repricing of
the Company's interest-earning assets and interest-bearing liabilities at
December 31, 1998. The amounts of assets and liabilities shown within a
particular period were determined in accordance with the contractual terms of
the assets and liabilities, except (i) floating-rate securities are included in
the period in which their interest rates are first scheduled to adjust and not
in the period in which they mature and (ii) fixed-rate Mortgage Assets reflect
estimated prepayments, which were estimated based on analyses of broker
estimates. Management believes that these assumptions approximate actual
experience and considers them reasonable; however, the interest rate sensitivity
of the Company's assets and liabilities in the table could vary substantially if
different assumptions were used or actual experience differs from the historical
experience on which the assumptions are based.
<TABLE>
<CAPTION>

                                                                            December 31, 1998
                                               ---------------------------------------------------------------------------
                                                                                       More
                                                     Within            4 to            than
                                                        3               12             1 Year to         3 Years
                                                     Months           Months           3 Years          and Over       Total
                                                    -----------      ---------         ---------        ----------     -------
                                                                             (dollars in thousands)
<S>                                                  <C>                              <C>              <C>             <C>
Rate-Sensitive Assets:
   Mortgage Assets.............................      $ 68,745           --            $ 6,866          $ 780,889       $  856,500

Rate-Sensitive Liabilities:
   Repurchase agreements.......................       742,385           --               --               --              742,385

Interest rate sensitivity gap..................      (673,640)          --              6,866            780,889

Cumulative interest rate sensitivity gap.......      (673,640)       (673,640)       (666,774)           114,115

Cumulative interest rate sensitivity gap as
  a percentage of total rate-sensitive assets..           (79%)           (79%)           (78%)               13%
</TABLE>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

          The financial statements of the Company and the related notes,
together with the Independent Auditors' Report thereon, are set forth on pages
F-1 through F-20 of this Form 10-K.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

Not Applicable.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

          The information required by Item 10 as to directors and executive
officers of the Company is incorporated herein by reference to the definitive
Proxy Statement to be filed pursuant to Regulation 14A under the headings
"Election of Directors" and "Management of the Company."

ITEM 11.  EXECUTIVE COMPENSATION.

          The information required by Item 11 is incorporated herein by
reference to the definitive Proxy Statement to be filed pursuant to Regulation
14A under the heading "Executive Compensation."

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

          The information required by Item 12 is incorporated herein by
reference to the definitive Proxy Statement to be filed pursuant to Regulation
14A under the heading "Security Ownership of Certain Beneficial Owners and
Management."

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

          The information required by Item 13 is incorporated herein by
reference to the definitive Proxy Statement to be filed pursuant to Regulation
14A under the heading "Certain Relationships and Related Transactions."

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) The following documents are filed as a part of this report on Form 10-K:

          1.   Financial Statements

          2.   Schedules to Financial Statements: All financial statement
               schedules have been omitted because they are either
               inapplicable or the information required is provided in the
               Company's Financial Statements and Notes thereto, included in
               Part II, Item 8 of this Annual Report on Form 10-K.

          3.   Exhibits:  See "Exhibit Index."

(b)       A Current Report on Form 8-K was filed by the  Registrant
          on December 16, 1998 reporting the declaration  of a
          year-end special distribution.  A Current Report on Form 8-K was
          filed by the Registrant on November  9, 1998 reporting the
          engagement of Lehman Brothers Inc. as financial advisor,
          the second quarter results of  operations, the declaration
          of a quarterly $0.38 per share distribution and the implementation of
          strategic alternatives.
<PAGE>
                                    GLOSSARY

          As used herein, the capitalized and other terms listed below have the
meanings indicated.

          "Advisers Act" means the Investment Advisers Act of 1940, as amended.

          "Affiliated Funds" means the private investment funds formerly advised
by the Former Manager which invested in Mortgage Assets.

          "Agency Certificates" means FHLMC Certificates, FNMA Certificates and
GNMA Certificates.

          "Agency Fixed Rate Pass-Throughs" means IOs collateralized by
fixed-rate pass-through mortgage securities issued by FNMA, GNMA and FHLMC.

          "ARM" means a Mortgage Loan or any mortgage loan underlying a Mortgage
Security that features adjustments of the underlying interest rate at
predetermined times based on an agreed margin to an established index. An ARM is
usually subject to periodic and lifetime interest rate and/or payment caps.

          "Average Market Price" means the average of the daily high and low
sales prices, computed to seven decimal places, of the Company's Common Stock on
the NYSE, as reported in The Wall Street Journal, during the pricing period (the
ten days on which the NYSE is open and for which trades in the Company's Common
Stock are reported immediately preceding the relevant investment date).

          "Average Stockholders' Equity" means, for any period, stockholders'
equity, calculated in accordance with GAAP, excluding any mark-to-market
adjustments of the investment portfolio.

          "BlackRock" means BlackRock Financial Management, Inc.

          "Board of Directors" means the Board of Directors of the Company.

          "Bylaws" means the Bylaws, as amended, of the Company.

          "Charter" means the Articles of Incorporation, as amended, of the
Company.

          "CMOs" means fixed- or adjustable-rate debt obligations (bonds) that
are collateralized by Mortgage Loans or other Mortgage Assets. Such bonds may be
issued by U.S. government agencies or private issuers in one or more classes
with fixed or variable interest rates, maturities and degrees of subordination
which are characteristics designed for the investment objectives of different
bond purchasers.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Commission" means the Securities and Exchange Commission.

          "Common Stock" means shares of the Company's common stock, $.001 par
value per share.

          "Company" means LASER Mortgage Management, Inc., a Maryland
corporation.

          "Dividend Reinvestment Plan" means a plan that allows stockholders to
reinvest their dividends automatically in additional shares of Common Stock.

          "DOL" means the U.S. Department of Labor.

          "11th District Index" means the 11th District Cost of Funds Index
published by the Federal Home Loan Bank of San Francisco.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

          "Excess Securities" means shares of the Company owned by a person
(directly or indirectly) in excess of the Ownership Limit due to the
unenforceability of transfer restrictions.

          "Excess Shares" means any shares of Common Stock owned or purchased by
any of the Funds aggregating in excess of 9.8% of the outstanding voting stock
of the Company.

          "FASIT" means a Financial Asset Securitization Investment Trust.

          "FHA" means the U.S. Federal Housing Agency.

          "FHLMC" means the Federal Home Loan Mortgage Corporation.

          "FHLMC Certificates" means mortgage participation certificates issued
by FHLMC, either in certificated or book-entry form. An FHLMC ARM Certificate is
an FHLMC Certificate collateralized by adjustable-rate FHLMC Certificates.

          "55% Requirement" means the requirement under the Investment Company
Act that the Company must, among other things, maintain at least 55% of its
assets in Qualifying Interests in order to qualify for the Investment Company
Act exemption.

          "5/50 Rule" means that, for the Company to maintain its qualification
as a REIT, during the last half of each taxable year, not more than 50% in value
of its outstanding shares may be owned directly or indirectly by five or fewer
individuals.

          "FNMA" means the Federal National Mortgage Association.

          "FNMA Certificates" means guaranteed mortgage-pass-through
certificates issued by FNMA either in certified or book-entry form. An FNMA ARM
Certificate is an FNMA Certificate collateralized by adjustable-rate FNMA
Certificates.

          "Former Manager" means LASER Advisers Inc., a Delaware corporation.

          "Funds" means the several mutual funds advised by Franklin Mutual
Advisers Inc. that purchased 3,333,333 shares of Common Stock from the Company
in a private placement.

          "GAAP" means generally accepted accounting principles.

          "GAAP income (loss)" means income calculated according to GAAP.

          "GNMA" means the Government National Mortgage Association.

          "GNMA Certificates" means fully modified pass-through mortgage backed
certificates guaranteed by GNMA and issued either in certificated or book-entry
form. A GNMA ARM Certificate is a GNMA Certificate collateralized by
adjustable-rate GNMA Certificates.

          "GSAM" means Goldman Sachs Asset Management.

          "Harvard" means the President and Fellows of Harvard College.

          "HUD" means the Department of Housing and Urban Development.

          "Inverse IOs" means IOs that bear interest at a floating rate that
varies inversely with (and often at a multiple of ) changes in a specified
index.

          "Investment Company Act" means the Investment Company Act of 1940, as
amended.

          "Interest-Only Security" or "IO" means a type of Mortgage Security
which receives a portion of the interest payments from an underlying pool of
Mortgage Loans but will receive little or no principal payments and hence will
have little or no face value.

          "Junk Bonds" means non-investment grade high yield corporate debt.

          "Lehman Brothers" means Lehman Brothers Inc.

          "Management Agreement" means the agreement by and between the Company
and the Former Manager whereby the Former Manager agreed to perform certain
services to the Company in exchange for certain fees.

          "Margin Call" means additional collateral that the Company would be
required to deposit due to potential reverse repurchase agreements.

          "Master Servicer" means an entity that will administer and supervise
the performance by servicers of the duties and responsibilities under Servicing
Agreements in respect of the collateral for a series of Mortgage Securities.

          "Mortgage Assets" means (i) Mortgage Securities and (ii) Mortgage
Loans.

          "Mortgage Derivatives" means Mortgage Securities which provide for the
holder to receive interest only, principal only, or interest and principal in
amounts that are disproportionate to those payable on the underlying Mortgage
Loans.

          "Mortgage Loans" means mortgage loans secured by first or second liens
on single-family residential, multi- family residential, commercial or other
real property.

          "Mortgage Securities" means (i) Pass-Through Certificates, (ii) CMOs,
and (iii) other securities representing interests in, or obligations backed by,
pools of Mortgage Loans.

          "Mortgage Seller" means entities such as savings and loan
associations, banks, mortgage bankers, home builders, insurance companies and
other mortgage lenders which sell Mortgage Loans.

          "Net Income" means the taxable income of the Company within the
meaning of the Code, less capital gains and capital appreciation included in
taxable income, but before the Former Manager's fees and before deduction of
dividends paid.

          "95% Distribution Requirement" means the requirement of the Company to
distribute 95% of its net taxable income annually (excluding any net capital
gain and certain non-cash income) in order to avoid corporate income taxation of
the earnings that it distributes.

          "95% Gross Income Test" means the requirement for each taxable year
that at least 95% of the Company's gross income for each taxable year must be
derived from certain specified real estate sources including interest income and
gain from the disposition of Qualified Real Estate Assets or "qualified
temporary investment income" (i.e., income derived from "new capital" within one
year of the receipt of such capital), dividends, interest, and gains from the
sale of stock or other securities (including certain interest rate swap or cap
agreements, options, futures contracts, forward rate agreements, and similar
financial instruments entered into to reduce the interest rate risk with respect
to debt incurred to acquire Qualified Real Estate Assets) not held for sale in
the ordinary course of business.

          "NYSE" means the New York Stock Exchange.

          "One Hundred Stockholder Date" means December 2, 1997.

          "Order" means the order of the Commission issued on November 29, 1993
pursuant to Sections 203(f) and 203(k) of the Advisers Act in connection with
certain securities transactions executed between December 1992 and February 1993
while Mr. Smirlock was Chief Investment Officer for Goldman Sachs Asset
Management.

          "Ownership Limit" means the limit set forth by the Charter of the
Company which prohibits direct or indirect ownership by any person of more than
9.8% of the number of outstanding shares of Common Stock.

          "Pass-Through Certificates" means securities (or interests therein)
other than Mortgage Derivative Securities and Subordinate Interests evidencing
undivided ownership interests in a pool of Mortgage Loans, the holders of which
receive a "pass-through" of the principal and interest paid in connection with
the underlying Mortgage Loans in accordance with the holders' respective,
undivided interests in the pool. Pass-Through Certificates include Agency
Certificates, as well as other certificates evidencing interests in loans
secured by single- family residential, multi-family residential, commercial
and/or other real property.

          "Principal-only Derivative," or "PO" means a type of Mortgage Security
which receives only principal payments.

          "Privately-Issued Certificates" means privately-issued Pass-Through
Certificates issued by a third party issuer which is not an Agency Certificate.

          "Prohibited Transaction" means a transaction involving a sale of
dealer property, other than foreclosure property.

          "Purported Transfer" means any transfer of shares of capital stock
that would result in disqualification of the Company as a REIT or that would (a)
create a direct or constructive ownership of shares of stock in excess of the
Ownership Limit, (b) result in the shares of stock being beneficially owned by
fewer than 100 persons or (c) result in the Company being "closely held" within
the meaning of Section 856(h) of the Code.

          "Purported Transferee" means any intended transferee of a purported
transfer.

          "Qualified Real Estate Assets" means real estate assets of the type
described in Section 856(c)(5)(B) of the Code.

          "Qualified Temporary Investment Income" means income derived from "new
capital" within one year of the receipt of such capital.

          "Qualifying Interests" means "mortgages and other liens on and
interests in real estate," as defined in Section 3(c)(5)(C) under the Investment
Company Act.

          "Rating Agencies" means the nationally recognized rating agencies.

          "REIT" means Real Estate Investment Trust.

          "REIT Asset Tests" means at the close of each quarter of each taxable
year the Company must meet the following requirements: (a) the 75% Asset Test;
and (b) the value of securities held by the Company but not taken into account
for purposes of the 75% Asset Test must not exceed (i) 5% of the value of the
Company's total assets in the case of securities of any one issuer, or (ii) 10%
of the outstanding voting securities of any such issuer.

          "REIT Gross Income Tests" means for each taxable year, the Company
must meet the 75% Gross Income Tests and the 95% Gross Income Test.

          "REIT Provisions of the Code" means Sections 856 through 860 of the
Code.

          "REMIC" means a real estate mortgage investment conduit.

          "Return on Average Stockholders' Equity" means an amount calculated
for any quarter by dividing the Company's Net Income for the quarter by its
Average Stockholders' Equity for the quarter.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Service" means the Internal Revenue Service.

          "70% Asset Group" is comprised of (i) securities which are rated
within one of the two highest ratings categories by one of the Rating Agencies
but not guaranteed by the U.S. government or an agency or instrumentality
thereof, such as FHLMC and FNMA Certificates, (ii) securities which are unrated
but are guaranteed by the U.S. government or an agency or instrumentality
thereof or (iii) Mortgage Loans to borrowers who would otherwise meet FHLMC,
FNMA or GNMA guidelines, except with respect to the size of the loans.

          "75% Asset Test" means at the close of each quarter of each taxable
year that at least 75% of the value of the Company's total assets must consist
of Interests in Real Property, interests in mortgages on real property to the
extent the principal balance of a mortgage does not exceed the fair market value
of the associated real property, regular or residual interests in a REMIC or
regular interests in a FASIT (except that, if less than 95% of the assets of a
REMIC or FASIT consists of real estate assets (determined as if the Company held
such assets), the Company will be treated as holding directly its proportionate
share of the assets of such REMIC or FASIT ), shares of other REITs, government
securities, temporary investments in stock or debt instruments closing the one
year period following the Company's receipt of certain new capital cash and cash
items.

          "75% Gross Income Test" means for each taxable year that at least 75%
of the Company's gross income must be derived from certain specified real estate
sources including interest income on Mortgage Loans and gain from the
disposition of Qualified Real Estate Assets or "qualified temporary investment
income," i.e., income derived from "new capital" within one year of the receipt
of such capital.

          "Special Tax Counsel" means the law firm of Stroock & Stroock & Lavan
LLP.

          "Stock Incentive Plan" means the stock incentive plan adopted by the
Company.

          "Sub IO" means a subordinated interest-only security.

          "Subordinate Interests" means a class of Mortgage Securities that is
junior to other classes of Mortgage Securities in the right to receive payments
from the underlying Mortgage Loans.

          "Taxable Income" means for any year the taxable income of the Company
for such year (excluding any net income derived either from property held
primarily for sale to customers or from foreclosure property) subject to certain
adjustments provided in the REIT Provisions of the Code.

          "Taxable Mortgage Pool" means a REIT that incurs debt obligations with
two or more maturities and which are secured by assets such as the Mortgage
Assets.

          "Ten-Year U.S. Treasury Rate" means the arithmetic average of the
weekly average yield to maturity for actively traded current coupon U.S.
Treasury fixed interest rate securities (adjusted to a constant maturity of ten
years) published by the Federal Reserve Board during a quarter, or, if such rate
is not published by the Federal Reserve Board, any Federal Reserve Bank or
agency or department of the federal government selected by the Company.

          "30% Asset Group" is comprised of the remainder of the Company's total
assets, which are expected to consist of Mortgage Loans not included in the 70%
Asset Group, retained Subordinate Interests and fixed-income securities that are
primarily Qualified Real Estate Assets but also will include non-investment
grade high yield corporate debt.

<PAGE>

LASER MORTGAGE MANAGEMENT, INC.


INDEX TO FINANCIAL STATEMENTS                                             PAGE

INDEPENDENT AUDITORS' REPORT                                               F-2

FINANCIAL STATEMENTS:

   Balance Sheet - December 31, 1998 and 1997                              F-3

   Statement of Operations for the year ended December 31, 1998
    and period November 26, 1997 (Commencement of Operations)
    through December 31, 1997                                              F-4

   Statement of Stockholders' Equity for the year ended December 31,
     1998 and period November 26, 1997 (Commencement of Operations)
     through December 31, 1997                                             F-5

   Statement of Cash Flows for the year ended December 31, 1998
     and period November 26, 1997 (Commencement of Operations) through
     December 31, 1997                                                     F-7

   Notes to Financial Statements                                           F-8

<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Stockholders of
LASER Mortgage Management, Inc.

We have audited the accompanying balance sheet of LASER Mortgage Management,
Inc. (the "Company") as of December 31, 1998 and 1997, and the related
statements of operations, stockholders' equity and cash flows for the year ended
December 31, 1998 and the period November 26, 1997 (commencement of operations)
through December 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 1998 and 1997
and the results of its operations and its cash flows for the year ended December
31, 1998 and the period November 26, 1997 (commencement of operations) through
December 31, 1997 in conformity with generally accepted accounting principles.



Deloitte & Touche LLP

March 29, 1999

<PAGE>
<TABLE>
<CAPTION>

LASER MORTGAGE MANAGEMENT, INC.

BALANCE SHEET AT                                                            DECEMBER 31, 1998                DECEMBER 31, 1997
----------------------------------------------------------------------------------------------------------------------------------
ASSETS

<S>                                                                         <C>                               <C>
Cash and cash equivalents                                                   $ 30,392,828                 $    82,626,526
Receivable for securities sold                                                     --                         67,208,943
Investment in securities at fair value                                       817,689,386                   3,616,733,170
Investment in mortgage loans at amortized cost                                 8,417,484                       --
Accrued interest receivable                                                   10,453,676                      21,170,369
Variation margin deposits on swaps                                               --                            5,500,000
Margin deposits on repurchase agreements                                       7,117,098                             --
                                                                           ---------------                --------------
         Total assets                                                      $ 874,070,472                 $ 3,793,239,008
                                                                           ===============               ===============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
  Repurchase agreements                                                     $742,384,912                 $ 2,747,060,588
  Payable for securities purchased                                               --                          747,594,232
  Accrued interest payable                                                     2,446,237                       8,348,831
  Interest rate swaps at fair value                                              --                            3,114,900
  Dividends payable                                                              --                            2,602,600
  Accounts payable                                                             1,756,187                         557,547
  Payable to Manager                                                           1,125,000                         327,850
                                                                           -----------------              ----------------
           Total liabilities                                                 746,513,696                   3,510,805,188
                                                                           -----------------              ----------------
STOCKHOLDERS' EQUITY:
  Common stock: par value $.001 per share;
    100,000,000 shares authorized, 20,099,999 and
    20,019,999 shares issued, respectively                                        20,100                          20,020
  Additional paid-in capital                                                 282,921,970                     281,840,175
  Accumulated other comprehensive (loss) income                              (14,745,929)                        603,821
  Accumulated distributions and losses                                      (121,290,971)                        (30,196)
  Treasury stock at cost (1,615,800 shares)                                  (19,348,394)                            --
                                                                          -----------------               ----------------
           Total stockholders' equity                                        127,556,776                      282,433,820
                                                                          -----------------               ---------------

           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ $874,070,472                   3,793,239,008
                                                                          ==============                  ===============

                       See notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

LASER MORTGAGE MANAGEMENT, INC.

                                                                                                       PERIOD
                                                                                                 NOVEMBER 26, 1997
                                                                                                     (COMMENCEMENT
                                                                      YEAR ENDED                 OF OPERATIONS) THOROUGH
STATEMENT OF OPERATIONS FOR THE                                       DECEMBER 31, 1998           DECEMBER 31, 1997
---------------------------------------------------------------------------------------------------------------------------
INTEREST INCOME:
<S>                                                                <C>                           <C>
  Mortgage loans and securities                                    $  182,733,402                $  10,078,047
  Cash and cash equivalents                                             4,052,559                      810,880
                                                                   --------------                -------------
           Total interest income                                      186,785,961                   10,888,927
                                                                  ---------------                -------------
INTEREST EXPENSE:
  Repurchase agreements                                               154,756,928                    8,489,381
                                                                  ---------------                -------------

NET INTEREST INCOME                                                    32,029,033                    2,399,546

(LOSS) GAIN ON SALE OF SECURITIES AND SWAPS                           (52,442,984)                     588,289

IMPAIRMENT LOSS ON INTEREST-ONLY
  SECURITIES                                                          (51,473,981)                       --

GENERAL AND ADMINISTRATIVE EXPENSES                                     8,383,812                      415,431
                                                                  ---------------                  ------------

NET (LOSS) INCOME                                                    $(80,271,744)                 $ 2,572,404
                                                                  ================                 =============

Unrealized (loss) gain on securities:
  Unrealized holding (loss) gain arising during period                 (67,792,734)                  1,192,110
  Add: reclassification adjustment for loss (gain) included in
  net (loss) income                                                     52,442,984                    (588,289)
                                                                 -----------------                 ------------

Other comprehensive (loss) income                                      (15,349,750)                    603,821
                                                                 ------------------                ------------
Comprehensive (loss) income                                       ($    95,621,494)                $ 3,176,225
                                                                 ==================                ============

NET (LOSS) INCOME PER SHARE:
  Basic                                                            $        ( 4.16)                $      0.13
                                                                 ==================                ============
  Diluted                                                          $         (4.16)                 $     0.13
                                                                 ==================                ============

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING:
  Basic                                                                 19,313,865                  20,019,999
                                                                 ==================                 ==========
  Diluted                                                               19,313,865                  20,019,999
                                                                 ==================                 ==========

                                        See notes to financial statements.
</TABLE>

<PAGE>
LASER Mortgage Management, Inc.
<TABLE>
<CAPTION>
STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED
DECEMBER 31, 1998 AND THE PERIOD NOVEMBER 26, 1997 (COMMENCEMENT OF OPERATIONS)
THROUGH DECEMBER 31, 1997 (CONTINUED)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                               Accumulated               
                                   Common      Additional      Comprehensive     Other           Accumulated     Treasury
                                   Stock        Paid-in         Income         Comprehensive     Distributions   Stock
                                    Par         Capital        (Loss)            Income            and           at Cost
                                   Value                                       (Loss)             Losses                    Total
<S>                               <C>          <C>            <C>               <C>              <C>            <C>     <C>
BALANCE, NOVEMBER 26, 1997        $     6       $  14,999      $   --            $    --          $  --          $ --    $  15,005

Issuance of Common Stock           20,014     281,825,176          --                 --             --            --   281,845,190
Stock Available for sale
 securities - fair value
 adjustment
Comprehensive Income
  Net income                        --           --            2,572,404             --          $2,572,404      --      2,572,404
  Other comprehensive income
    Unrealized gain on securities,
    net of reclassification
    adjustment                      --           --             $603,821          603,821           --          --         603,821
  Comprehensive income              --           --           $3,176,225            --              --          --           --
                                                              ==========
  Dividends declared -
     $0.13 per share                --           --                                 --           (2,602,600)    --      (2,602,600)
                               -----------   ------------                         --------        ----------- ---------  -----------

BALANCE, DECEMBER 31, 1997      $ 20,020    $ 281,840,175                       $ 603,821         $ (30,196)    --    $282,433,820

Comprehensive income (loss)

   Net loss                        --            --          (80,271,744)           --          (80,271,744)    --     (80,271,744)
   Other comprehensive loss
   Unrealized loss
   on securities,
    net of reclassification
    adjustment                     --            --           (15,349,750)     (15,349,750)         --                 (15,349,750)

Comprehensive loss                 --            --       $   (95,621,494)          --              --                         --
                                                          ================
Common stock issued                   80       1,081,795                            --                                   1,081,875

Repurchase of Common Stock         --            --               --                --              --     $(19,348,39)(19,348,394)
Dividends/Distributions declared -
   $2.19 per share--               --            --               --                --          (40,989,031)     --    (40,989,031)
                              -------------  ------------                       ------------    ------------ --------  ------------
</TABLE>

<PAGE>

LASER Mortgage Management, Inc.
<TABLE>
<CAPTION>

STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED
DECEMBER 31, 1998 AND THE PERIOD NOVEMBER 26, 1997 (COMMENCEMENT OF OPERATIONS)
THROUGH DECEMBER 31, 1997 (CONTINUED)

-----------------------------------------------------------------------------------------------------------------------------------
                                                                           Accumulated                   
                                      Common     Additional  Comprehensive Other            Accumulated    Treasury
                                      Stock      Paid-in     Income        Comprehensive    Distributions  Stock
                                      Par        Capital     (Loss)        Income            and           at Cost         Total
                                      Value                                (Loss)           Losses
BALANCE
<S>                                  <C>       <C>                        <C>            <C>             <C>           <C>
  DECEMBER 31, 1998                  $20,100   $282,921,970               $14,745,929    $(121,290,971)  $(19,348,394) $127,556,776
                                     =======   ============               ===========    ==============  ============= ============

Unrealized holding losses arising during
  period                                                   $ (67,792,734)
Add: reclassification adjustment for losses
  included in net loss                                        52,442,984
                                                           --------------
Net unrealized losses on securities                        $ (15,349,750)
                                                           ===============

                                        See notes to financial statements.
</TABLE>

<PAGE>

LASER MORTGAGE MANAGEMENT, INC.
<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS FOR THE YEAR
ENDED DECEMBER 31,
                                                                              1998                  1997
--------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                        <C>                    <C>
  Net (loss) income                                                        $  (80,271,744)        2,572,404
 Adjustments to reconcile net (loss) income to
  net cash used in operating activities:
 Amortization of mortgage premiums                                             16,530,954           899,182
  and discounts, net
 Impairment loss on interest-only securities                                   51,473,981               --
 Loss (Gain) on sale of securities                                             52,442,984          (588,289)
 (Decrease) Increase in accrued interest receivable                            10,716,694       (21,170,369)
 (Decrease) Increase in variation margin on swaps                               5,500,000        (5,500,000)
 Increase in margin deposits on repurchase agreements                          (7,117,098)             --
 (Decrease) Increase in accrued interest payable                               (5,902,594)        8,348,831
 (Decrease) Increase in accounts paybale                                       (1,198,640)        1,756,187
 Increase in payable to Manager                                                   797,150           327,850
                                                                              -------------      ----------
     Net cash provided by (used in) operating activities                       42,971,687       (13,354,204)
                                                                              ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of securities                                                    (3,048,607,756)   (4,098,377,223)
 Payable for securities purchased                                                --             747,594,232
 Purchase of mortgage loans                                                   (11,912,075)           --
 Proceeds from sale of securities                                           4,741,909,447       483,980,452
 Receivable for securities sold                                                   --            (67,208,943)
 Principal payments on securities                                             289,938,826         1,071,429
                                                                            -------------     ----------------

     Net cash provided by (used in) investing activities                    1,971,328,442    (2,932,940,053)
                                                                            --------------   --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from repurchase agreements                                       37,254,535,571     2,854,535,588
  Principal payments on repurchase agreements                             (39,259,211,247)     (107,475,000)
  Net payments from issuance (repurchase) of common stock                     (18,266,519)      281,860,195
  Distributions paid to stockholders                                          (43,591,632)           --
                                                                         -----------------    ---------------
     Net cash (used in) provided by financing activities                  (2,066,533,827)     3,028,920,783
                                                                         -----------------    ---------------

NET (DECREASE) INCREASE IN CASH AND CASH  EQUIVALENTS                        (52,233,698)        82,626,526
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                82,626,526              --
                                                                         ----------------     ---------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                 $    30,392,828      $   82,626,526
                                                                         ================     ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
  Interest paid                                                          $   160,659,522      $      140,550
                                                                         ===============      ==============
  Noncash financing activities:
   Net change in unrealized (loss)
   gain on available-for-sale securities                                 $   (15,349,750)     $       603,821
                                                                         ================     ===============
    Dividends declared, not yet paid                                     $       --           $     2,602,600
                                                                        ==================    ===============
                                                                      --

                              See notes to financial statements
</TABLE>
<PAGE>


LASER MORTGAGE MANAGEMENT, INC.

NOTES TO FINANCIAL STATEMENTS

1.        ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

          LASER Mortgage Management, Inc. (the "Company") was incorporated in
Maryland on September 3, 1997. The Company commenced its operations on November
26, 1997 (see Note 5).

          A summary of the Company's significant accounting policies follows:

          CASH AND CASH EQUIVALENTS - Cash and cash equivalents includes cash on
hand and overnight repurchase agreements. The carrying amounts of cash
equivalents approximates their value.

          INVESTMENTS - The Company invests primarily in mortgage-backed
securities and mortgage loans. The mortgage-backed securities include mortgage
pass-through certificates, collateralized mortgage obligations and other
securities representing interests in, or obligations backed by, pools of
mortgage loans (collectively, "Mortgage Securities"). The Company also invests
in other debt and equity securities ("Other Securities" and, together with
Mortgage Securities, "Securities"). The mortgage loans are secured by first or
second liens on single-family residential, multi-family residential, commercial
or other real property ("Mortgage Loans" and, together with Securities,
"Investments").

          Statement of Financial Accounting Standards No. 115, Accounting for
Certain Investments in Debt and Equity Securities (SFAS 115), requires the
Company to classify its securities as either trading investments,
available-for-sale investments or held-to-maturity investments. Although the
Company generally intends to hold most of its Securities until maturity, it may,
from time to time, sell any of its Securities as part of its overall management
of its balance sheet. Accordingly, this flexibility requires the Company to
classify all of its Securities as available-for-sale. All Securities classified
as available-for- sale are reported at fair value, with unrealized gains and
losses reported as a separate component of stockholders' equity within
accumulated other comprehensive income (loss).

          Unrealized losses on Securities that are considered
other-than-temporary, as measured by the amount of decline in fair value
attributable to factors other than temporary factors, are recognized in income
and the cost basis of the Securities is adjusted. Other-than-temporary
unrealized losses are based on management's assessment of various factors
affecting the expected cash flow from the Securities, including the level of
interest rates, an other-than-temporary deterioration of the credit quality of
the underlying mortgages and/or the credit protection available to the related
mortgage pool and a significant change in the prepayment characteristics of the
underlying collateral.

          The Company's Mortgage Loans are held as long-term investments and are
carried at their unpaid principal balance, net of unamortized discount or
premium.

          Interest income is accrued based on the outstanding principal or
notional amount of the Investments and their contractual terms. Premiums and
discounts associated with the purchase of the Investments are amortized into
interest income over the lives of the Investments using the effective yield
method.

          Investment transactions are recorded on the date the Investments are
purchased or sold. Purchases of newly-issued securities are recorded when all
significant uncertainties regarding the characteristics of the securities are
removed, generally shortly before settlement date. Realized gains and losses on
Investment transactions are determined on the specific identification basis.

          INTEREST RATE SWAPS - The Company enters into interest rate swap
agreements ("swaps") to reduce the mismatch in the maturity and repricing
characteristics of its fixed-rate agency pass-through securities and its
short-term repurchase obligations used for funding. The objective is to change
the interest rate characteristics of the securities from fixed to floating rate.
Swaps were designated as hedges of certain of its fixed rate agency pass-through
securities. The Company monitors the correlation and effectiveness for swap
transactions by ensuring that the notional amount of the swap is less than the
principal amount of the assets being hedged, the maturity of the swaps do not
exceed the maturity of the assets being hedged and the interest rate index on
the asset being hedged correlates with the interest rate index for the paying
leg of the swap.

          The Company carries the swaps that meet the above criteria and the
hedged securities at their fair value and reported unrealized gains and losses
in other comprehensive income. Net payments or receipts on swaps that qualify
for hedge accounting are recognized as adjustments to interest income as they
accrue. Swaps that do not meet these criteria are carried at fair value with
changes reflected in income currently.

          The gain or loss on the terminated swaps are deferred and amortized as
a yield adjustment over the shorter of the remaining original term of the swap
or the remaining holding period of the investment securities. Gains and losses
on swaps associated with sold securities are recognized as part of the gain or
loss on sale.

          INCOME TAXES - The Company has elected to be taxed as a Real Estate
Investment Trust ("REIT") and intends to comply with the provisions of the
Internal Revenue Code of 1986, as amended (the "Code") with respect thereto.
Accordingly, the Company should not be subjected to Federal income tax to the
extent of its distributions to stockholders and as long as certain asset, income
and stock ownership tests are met.

          USE OF ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires the Company to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

          COMPREHENSIVE INCOME - The Company has adopted SFAS No. 130, Reporting
Comprehensive Income. This statement requires the reporting of comprehensive
income in addition to net income from operations. Comprehensive income is a more
inclusive financial reporting methodology that includes disclosure of certain
financial information (such as unrealized gains or losses on securities) that
historically has not been recognized in the calculation of net income.

 2.       AVAILABLE-FOR-SALE INVESTMENTS

          The following table sets forth the fair value of the Company's
Securities, excluding interest-only securities ("IOs"), as of December 31, 1998
and December 31, 1997:
<TABLE>
<CAPTION>

DECEMBER 31, 1998


                             Agency                                          Non-Agency
                             Fixed/                                          Fixed/
                             Floating                                        Floating
                             Rate                             Non-            Rate
                             Mortgage      Mortgage           Mortgage        Mortgage
                             Securities    Subordinates       Subordinates    Securities          Total

<S>                          <C>            <C>               <C>             <C>               <C>
Securities,                  $667,919,453   $118,998,059      $ 15,106,000    $ 31,275,000      $ 833,298,512
 principal amount

Unamortized discount           (1,294,653)   (29,974,938)       (1,343,889)        (67,115)       (32,680,595)
Unamortized premium             4,918,479         --                --              117,991         5,036,470
                           ---------------   -------------     ---------------    -----------     -------------

Amortized cost                671,543,279     89,023,121        13,762,111       31,325,876       805,654,387

Gross unrealized gains          9,186,945         --                --                 --           9,186,945
Gross unrealized losses             --       (16,396,200)       (1,284,223)      (5,939,633)      (23,620,056)
                          ----------------   --------------    ---------------   -------------   --------------

Estimated fair value         $680,730,224    $72,626,921       $12,477,888      $25,386,243      $791,221,276
                          ================   ===============   ===============  ==============   ===============

DECEMBER 31, 1997


                                                                                                     Non-Agency
                                                                                                     Fixed/
                        Agency                                                                       Floating
                        Fixed           Emerging                          Non-       Principal       Rate
                        Rate            Market         Mortgage           Mortgage       Only        Mortgage
                        Pass-Throughs   Bonds          Subordinates       Subordinates  Securities   Securities          Total
<S>                    <C>              <C>            <C>                <C>            <C>           <C>            <C>
Securities,
  principal amount     $ 3,286,896,621  $ 52,221,550   $ 58,399,966       $ 10,000,000   $ 57,788,134  $ 9,754,000  $ 3,475,060,271

Unamortized discount       (14,104,395)   (3,915,578)   (10,416,934)           (44,194)   (23,718,298)      (6,150)     (52,205,549)
Unamortized premium         28,075,718       415,210        297,872                -             -            -          28,788,800
                       ----------------  -------------  -------------     -------------  -------------   ----------- --------------

Amortized cost           3,300,867,944    48,280,904     48,721,182          9,955,806     34,069,836     9,747,850   3,451,643,522

Gross unrealized gains      12,208,264        54,033        240,088              3,569      2,217,185            56      14,723,195
Gross unrealized losses       (182,202)     (274,504)      (532,520)                -        (115,961)            -      (1,105,187)
                        -------------    -------------   -------------      ------------ ------------   ------------ --------------
Estimated fair value    $3,312,894,006    48,500,711    $47,988,472         $9,959,375   $ 36,171,060   $ 9,747,906 $3,465,261,530
                        ==============   =============  ==============      ============ ============   ============ ==============
</TABLE>

<PAGE>

          The fair value of the Company's IOs as of December 31, 1998 and
December 31, 1997 are summarized as follows:

DECEMBER 31, 1998
                                     Fixed
                                     Rate             Floating           Total
                                     Commercial       Rate

Securities, notional amount         $276,985,725     $177,704,524  $454,690,249

Amortized cost, after                 19,447,590        7,333,338    26,780,928
provision for impairment

Gross unrealized gains                   --             2,995,078     2,995,078
Gross unrealized losses              (3,307,896)            -        (3,307,896)
                                   ---------------   -------------  -----------
Estimated fair value                $16,139,694       $10,328,416   $26,468,110
                                   ===============   =============  ===========

DECEMBER 31, 1997
                            Fixed        Fixed
                            Rate         Rate         Floating
                           Residential  Commercial     Rate           Total

Securities, notional      $201,685,139  $373,650,000 $399,260,556  $974,595,695
amount
Amortized cost              57,545,769    22,965,348   80,859,810   161,370,927

Gross unrealized gains          --            32,494        5,093        37,587

Gross unrealized            (3,153,808)      (51,639)  (6,731,427)   (9,936,874)
losses                     -----------   ------------ ------------  -----------

Estimated fair value       $54,391,961   $22,946,203   $74,133,476 $151,471,640
                          ===========    ============ ============ ============


The following table sets forth a historical reconciliation of the Company's
activities with respect to IOs:
<TABLE>
<CAPTION>

                                                                              FOR THE THREE MONTHS ENDED

                                                       March 31,              June 30,         September 30,        December 31,
                                                          1998                   1998             1998             1998
<S>                                                 <C>                     <C>              <C>                   <C>
Securities, beginning notional amount               $ 974,595,695           $ 943,163,085    $1,185,413,736        $  1,040,105,190
Acquisitions, notional amount                         126,210,955             334,600,020           --                    --
Disposals, notional amount                           (129,442,016)            (62,336,949)     (111,874,185)           (556,180,027)
Paydowns, notional amount                             (28,201,549)            (30,012,420)      (33,434,361)            (29,234,914)
                                                   ----------------        ----------------   ---------------      -----------------
Securities, ending notional amount                  $ 943,163,085          $1,185,413,736    $1,040,105,190        $   454,690,249
                                                   ================        ================  ================      ================

Amortized cost, beginning                           $ 161,370,927          $  128,526,212    $   90,853,884        $    50,039,314
Acquisitions, at cost                                   9,311,100              15,048,458             --                    --
Dispositions, at cost                                 (37,282,413)            (18,142,073)      (16,181,945)           (21,530,093)
Amortization of premium                                (4,873,402)             (5,960,967)       (2,219,952)            (1,284,731)
Permanent impairment                                        --                (28,617,746)      (22,412,673)              (443,562)
                                                   ----------------       -----------------  ----------------      -----------------
Amortized cost, ending                             $  128,526,212         $    90,853,884    $   50,039,314         $   26,780,928

</TABLE>


          FASB Statement No. 107, Disclosures About Fair Value of Financial
Instruments, defines the fair value of a financial instrument as the amount at
which the instrument could be exchanged in a current transaction between willing
parties, other than in a forced or liquidation sale.

          The fair values of the Company's Investments are based on prices
provided by dealers who make markets in these financial instruments. The fair
values reported reflect estimates and may not necessarily be indicative of the
amounts the Company could realize in a current market exchange. Cash and cash
equivalents, interest receivable, repurchase agreements and other liabilities
are reflected in the financial statements at their fair value because of the
short-term nature of these instruments.

          During the year ended December 31, 1998, the Company wrote down (took
a permanent impairment charge of $51,473,981) its floating-rate and residential
IOs which had an amortized cost greater than their market value. All of the
Company's floating-rate and residential IOs were written down to their estimated
fair market value, and such writedown is reflected in the Company's statement of
operations.

          Most of the IOs were LIBOR floating rate IOs and were purchased in the
fourth quarter of 1997. They were acquired to balance duration in the Company's
portfolio. This investment was made based on the Company's evaluation of the
then-current prepayments and shape of the yield curve, and the relative values
of similar investments.

          In evaluating the impairment charge on the IOs, the Company employs
current estimates of future prepayments that are obtained from independent
sources. For IOs collateralized by fixed-rate pass-through mortgage securities
issued by FNMA, GNMA and FHLMC (collectively, "Agency Fixed Rate
Pass-Throughs"), the Company utilized the median lifetime projection prepayment
speeds compiled and reported by Bloomberg L.P. from a survey of leading dealers
in the mortgage market. For "private label" IOs (collateralized by
non-government agency mortgage securities), the Company employs prepayment
estimates from at least one independent dealer. The prepayment estimates
typically take into consideration the current level and shape of the yield
curve.

          As a result of the substantial decline in interest rates since the
purchase of the IOs, current estimates of prepayment speeds significantly exceed
the original prepayment speed estimates.

          At the end of the first quarter of 1998, the majority of the Company's
IOs were floating rate IOs. Floating rate IOs are unique securities in that the
interest payments on these securities increase as one- month LIBOR increases.
Due to this characteristic of option value, floating rate IOs trade at much
lower yields than fixed rate IOs. At the end of the second and third quarter of
1998, in light of the continued flat yield curve, low levels of LIBOR and faster
than expected prepayment rates actually occurring for an extended period of
time, the Company decided that the impairment in market value was other than
temporary.

 3.       MORTGAGE LOANS

          The following table pertains to the Company's Mortgage Loans as of
December 31, 1998 which are carried at their amortized cost:

                                                  Total

Mortgage Loans, principal amount                 $ 8,150,593
Unamortized discount                                    --
Unamortized premium                              $   266,891
                                                 ------------
Amortized cost                                   $ 8,417,484
                                                 ============

As of December 31, 1998, the amortized cost of the Mortgage Loans approximated
their fair value.

4.        REPURCHASE AGREEMENTS

          The Company has entered into repurchase agreements to finance most of
its Investments. The repurchase agreements are collateralized by the market
value of the Company's Investments and bear interest rates that generally move
in close relation to one-month LIBOR.

          As of December 31, 1998, the Company had outstanding $742,384,912 of
repurchase agreements with a weighted average borrowing rate of 5.94% and a
weighted average remaining maturity of 2.77 years. At December 31, 1998,
Investments actually pledged had an estimated fair value of $854,791,117.

          At December 31, 1998 and 1997, the repurchase agreements had the
following remaining maturities:
     
                                            1998                 1997
                                            ----                 ---- 
     
          Within 30 days                $ 242,384,912          $ 2,742,501,588
          30 to 90 days                       --                     4,559,000
          Greater than 90 days            500,000,000                   --
                                        -------------          ---------------
                                        $ 742,384,912          $ 2,747,060,588

          As of December 31, 1998, $500,000,000 of the Company's Securities were
subject to a repurchase agreement with a broker-dealer with a term of five years
ending March 10, 2003. The borrowing rate of this repurchase agreement is
three-month LIBOR plus 61.5 basis points and is capped at 6.365%.

          As of December 31, 1997, the Company had outstanding $2,747,060,588 of
repurchase agreements with a weighted average borrowing rate of 5.95% and a
weighted average remaining maturity of 14 days. At December 31, 1997, Mortgage
Assets actually pledged had an estimated fair value of $2,839,467,729.

5.        COMMON STOCK

          SALES OF COMMON STOCK - The Company's common stock was sold through
several transactions as follows:

          The Company was initially capitalized with the sale of 6,000 shares of
common stock on September 2, 1997, for a total of $15,005.

          The Company received commitments on September 15, 1997 for the
purchase, in a private placement, of 1,014,000 shares of common stock, at $15.00
per share, for a total of $15,210,000 from certain officers, directors, proposed
directors, employees and affiliates of the Company and the Former Manager. The
sale of these shares was consummated at the time of the closing of the public
offering.

          The Company received commitments on November 7, 1997 from several
mutual funds under common management (the "Funds") for the purchase, in a
private placement, of 3,333,333 shares of common stock, at $15.00 per share, for
a total of $49,999,995. The sale of these shares was consummated at the time of
the closing of the public offering.

          The Company has been informed by the Manager that a fund affiliated
with the Manager entered into a total rate of return swap with a broker-dealer
which provides that the affiliated fund bear the economic benefit and risk of
directly holding 666,666 shares of the Company's common stock for a total of
$9,999,990. Such shares of common stock were sold by the Company to such
broker-dealer in a private placement without registration under Section 4(2) of
the Securities Act of 1933. As of December 16, 1998, the total rate of return
swap was closed and the Company repurchased the 666,666 shares at a price of
$5.31 per share.

          15,000,000 shares of common stock were sold through a public offering
for $225,000,000. Syndication costs of $18,364,795 were deducted from the gross
proceeds of the offerings.

          On each of January 2, 1998, April 1, 1998 and July 1, 1998, 25,000
shares (75,000 shares in the aggregate) of common stock were issued as deferred
stock awards to certain employees of the Company. On October 1, 1998, an
additional 5,000 shares were also issued as deferred stock awards to certain
employees of the Company.

          DIVIDENDS/DISTRIBUTIONS - The Company declared and paid dividends and
distributions in cash of $2.19 per share during the year ended December 31,
1998.

          STOCK REPURCHASES - In March 1998, the Board of Directors of the
Company approved the repurchase of up to $20 million of the Company's common
stock. In June 1998, the Board of Directors increased the amount of common stock
authorized to be repurchased to $30 million. Pursuant to the repurchase program,
as of December 31, 1998, the Company has used the proceeds of sales of, and
payments from, its portfolio securities to repurchase 2,300,466 shares of Common
Stock for $19,348,394 in open market transactions. Such purchases were made at a
weighted average price per share of $8.41 (excluding commission costs). The
repurchased shares have been returned to the Company's authorized but unissued
shares of common stock as treasury shares.

6.        TRANSACTIONS WITH AFFILIATES

          Pursuant to the terms of a Management Agreement (the "Management
Agreement") with the Company, LASER Advisers Inc. (the "Former Manager") was
responsible for the day-to-day operations of the Company and performed (or
caused to be performed) such services and activities relating to the assets and
operations of the Company as was appropriate, subject to the supervision of the
Company's Board of Directors. For performing these services, the Former Manager
received an annual base management fee of 1.0% of Average Stockholders' Equity.
The term "Average Stockholders' Equity" for any period meant stockholders'
equity, calculated in accordance with GAAP, excluding any mark-to-market
adjustments of the investment portfolio. The Company and the Former Manager have
agreed that the provision for impairment charge on the IOs in the Company's
portfolio is not a mark-to-market adjustment for purposes of these calculations.

          The Former Manager also was entitled to receive a quarterly incentive
fee in an amount equal to 20% of the Net Income of the Company for the preceding
fiscal quarter, in excess of the amount that would produce an annualized Return
on Average Stockholders' Equity for such fiscal quarter equal to the Ten-Year
U.S. Treasury Rate plus 1%. The term "Return on Average Stockholders' Equity" is
calculated for any quarter by dividing the Company's Net Income for the quarter
by its Average Stockholders' Equity for the quarter. For such calculations, the
"Net Income" of the Company means the taxable income of the Company within the
meaning of the Code, less capital gains and capital appreciation included in
taxable income, but before the Former Manager's incentive fees and before
deduction of dividends paid. The incentive fee payments to the Former Manager
were computed before any income distributions were made to stockholders. As used
in calculating the Former Manager's fee, the term "Ten-Year U.S. Treasury Rate"
means the arithmetic average of the weekly yield to maturity for actively traded
current coupon U.S. Treasury fixed interest rate securities (adjusted to
constant maturities of ten years) published by the Federal Reserve Board during
a quarter, or, if such rate is not published by the Federal Reserve Board,
published by any Federal Reserve Bank or agency or department of the federal
government selected by the Company.

          For the year ended December 31, 1998, management fees amounted to $2.4
million and incentive fees were $2.1 million, of which $1.1 million was payable
to the Former Manager as of December 31, 1998.

          The Company and the Former Manager terminated the Management Agreement
effective as of February 28, 1999. In connection therewith, the Company agreed
to pay to the Former Manager: (a) $416,505, which represented the base
management fee payable under the Management Agreement for the fourth quarter of
1998; (b) $708,495, which the Company and the Former Manager agreed to as the
quarterly incentive fee for the fourth quarter of 1998; and (c) $500,000 for
services performed under the Management Agreement for the period January 1, 1999
through February 28, 1999 and for certain transition services with respect to
internalizing the advisory function.

7.        EARNINGS PER SHARE (EPS)

          In February 1997, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting No. 128, Earnings Per Share (SFAS No.
128) which requires dual presentation of Basic EPS and Diluted EPS on the face
of the income statement for all entities with complex capital structures. SFAS
No. 128 also requires a reconciliation of the numerator and denominator of the
Basic EPS to the numerator and denominator of Basic EPS and Diluted EPS
computation. There are no differences between Basic EPS and Diluted EPS for
1998.

                                                 For the Year Ended
                                                  December 31, 1998
                                       Loss            Shares          Per-Share
                                   (Numerator)      (Denominator)       Amount

Basic EPS                        $ (80,271,744)      19,313,865       $  (4.16)
                                 ==============      ==========       =========

Diluted EPS                      $ (80,288,794)      19,313,865       $  (4.16)
                                 ==============      ==========       =========


          For the year ended December 31, 1998, the Company has deferred common
stock totaling 65,000 shares reserved for issuance. The receipt of the stock is
contingent upon the holder's continued employment or service. The deferred
common stock has been awarded and does not have an exercise or strike price.
Such shares were not included in Diluted EPS as the Company has a loss from
operations and including such amounts would be anti-dilutive.

          For the year ended December 31, 1998, options to purchase 298,000
shares were outstanding during the period and were anti-dilutive because the
strike price ($15.00) was greater than the average daily market price of the
Company's common stock for the period ($11.022). Therefore, these options were
excluded from Diluted EPS.

          The reconciliation for 1997 is as follows:

                                               For the Period Ended
                                                 December 31, 1997
                                      Income           Shares         Per-Share
                                   (Numerator)      (Denominator)      Amount

Basic EPS                        $ 2,572,404)          20,019,999     $  0.13
                                 ============         ===========     =======

Effect of Dilutive Securities:
   Deferred Common Stock         $         -              400,00
                                 -----------------     -----------


Diluted EPS                      $ 2,572,404           20,419,999     $  0.13
                                 ===========          ============    ========



          For the period ended December 31, 1997, deferred common stock totaling
400,000 shares was included in Diluted EPS. The receipt of the stock is
contingent upon the holder's continued employment or service. The deferred
common stock has been awarded and does not have an exercise or strike price.

          For the period ended December 31, 1997, options to purchase 778,000
shares were outstanding and were anti-dilutive because the strike price ($15.00)
was greater than the year-end stock price for the Company ($14.50). Therefore,
these options were excluded from Dilutive EPS.

8.        LONG-TERM STOCK INCENTIVE PLAN

          The Company has adopted a Long-Term Stock Incentive Plan for
directors, executive officers, and key employees (the "Incentive Plan"). The
Incentive Plan authorizes the Compensation Committee of the Board of Directors
to grant awards, including deferred stock, incentive stock options as defined
under Section 422 of the Code ("ISOs") and options not so qualified ("NQSOs").
The Incentive Plan authorizes the granting of options or other awards for an
aggregate of 2,066,666 shares of the Company's common stock.

         The Company adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" for the options. Accordingly, no compensation cost for the
Incentive Plan has been determined based on the fair value at the grant date for
awards consistent with the provisions of SFAS No. 123. For the Company's pro
forma net earnings, the compensation cost will be amortized over the four-year
vesting period of the options. The Company's net loss per share would have been
increased to the pro forma amounts indicated below:

                                           FOR THE YEAR ENDED DECEMBER 31, 1998
         Net loss - as reported                          $(80,271,744)
         Net loss - pro forma                            $(80,288,794)
         Loss per share - as reported                          $(4.16)
         Loss per share - pro forma                            $(4.16)


          The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted average
assumptions used for grants for the year ended December 31, 1998: dividend yield
of 11.47%; expected volatility of 18%; risk-free interest rate of 5.82%; and
expected lives of ten years.

          The following table summarizes information about stock options
outstanding as of December 31, 1998 and 1997:

<TABLE>
<CAPTION>
                                                                   Weighted
                                                                   Average          Weighted
                              Range of                            Remaining         Average
                              Exercise           Options          Contractual       Exercise
                               Prices          Outstanding        Life (Yrs.)         Price


<S>                           <C>                <C>                 <C>            <C>
    December 31, 1998         $ 15.00            220,000             8.9            $   15.00
                              ========          ========           =====            ==========
    December 31, 1997         $ 15.00            778,000            10              $   15.00
                              =======           ========           =====            ==========

</TABLE>

          The options become exercisable at the rate of 25% on each of January
2, 1998, January 2, 1999, January 2, 2000 and January 2, 2001, subject to the
holder's continued employment or service. During the year ended December 31,
1998, 558,000 stock options have terminated.

          The compensation expense for the 140,000 and 400,000 shares of
deferred stock outstanding as of December 31, 1998 and 1997, respectively, will
be amortized over a four-year period.

9.        INTEREST RATE SWAPS

          In December 1997, the Company entered into interest rate swaps with an
aggregate notional amount of $1,035 million. The Company used these interest
rate swaps to hedge its available-for-sale portfolio of fixed-rate agency
pass-through certificates. The primary objective of this hedging strategy was to
change the interest rate characteristics of these securities from fixed to
variable rates, to better correspond to the maturity and repricing
characteristics of the short-term repurchase agreements used by the Company to
fund these investments. This primary objective was the basis for the Company's
hedge accounting treatment. The Company continually monitored the swaps to
ensure that they were effective at changing the interest rate characteristics of
the securities. A secondary objective was to offset fluctuations in the fair
value of the securities caused by fluctuations in market interest rates.

          In September 1998, the Company experienced margin calls and believed
it prudent to increase its liquidity and, therefore, liquidated a large portion
of its agency pass-through certificates. In conjunction with the liquidation of
these securities positions, the Company also discontinued hedge accounting for
the related swaps with an aggregate notional amount of $485 million. The Company
recognized the unrealized loss on these swaps as an element of the overall loss
on the liquidation of the securities of $(26.0) million. In October 1998, the
Company liquidated agency pass-through certificates in response to continued
margin calls and the need for liquidity. The overall October 1998 loss on the
liquidation of agency pass-through certificates, including losses recognized
upon suspension of hedge accounting for the remaining swap with a notional
amount of $550 million, totaled $(35.0) million. On the day of each suspension
of hedge accounting, the affected swaps were closed out without additional gain
or loss.

          The valuations and other information used by the Company to monitor
the effectiveness of its interest rate swap hedging strategy were obtained
through multiple independent dealer quotes. This same information was used to
record the investments and swaps in the Company's financial statements and to
determine the Company's net asset value. The Company has never purchased or
written options to enter into swaps.

10.       TAXABLE INCOME

          The recently issued Revenue Procedure 99-17 provides securities and
commodities traders with the ability to elect mark-to-market treatment for 1998
by including a statement with their timely filed 1998 tax return. The election
applies for all future years as well unless revoked with the consent of the
Internal Revenue Service. After consultation with legal counsel, the Company
intends to elect mark-to-market treatment as a securities trader for 1998, and
accordingly, will recognize gains and losses prior to the actual disposition of
its securities. Moreover, some if not all of those gains and losses, as well as
some if not all gains or losses from actual dispositions of securities, will be
treated as ordinary in nature, and not capital, as they would be in the absence
of this election. Accordingly, revised Form 1099s will be sent to the Company's
shareholders to reflect the changed characterization of the Company's
distributions. There is no assurance, however, that the Company's election will
not be challenged on the ground that it is not in fact a trader in securities,
or that it is only a trader with respect to some, but not all, of its
securities. As such, there is a risk that the Company will not be able to mark-
to-market its securities, or that it will be limited in its ability to recognize
certain losses.

          For the year ended December 31, 1998, a net operating loss as
calculated for tax purposes ("NOL") is estimated at approximately $(51.3)
million, or $(2.65) per weighted average share. NOLs may be carried forward for
20 years. Taxable income was different from income (loss) as calculated
according to generally accepted accounting principles ("GAAP income (loss)") as
a result of, among other things, differing treatment of losses on securities
transactions and interest rate swaps, permanent impairment writedowns on IOs and
a differing treatment of premium and discount amortization.

11.       RECENT ACCOUNTING PRONOUNCEMENTS

          In June 1998, Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133")
was issued and is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. SFAS No. 133 generally requires that entities recognize all
derivative financial instruments as assets or liabilities, measured at fair
value, and include in earnings the changes in the fair value of such assets and
liabilities. SFAS No. 133 also provides that changes in the fair value of assets
or liabilities being hedged with recognized derivative instruments be recognized
and included in earnings. The Company has not yet completed its evaluation of
SFAS No. 133, and therefore, at this time, cannot predict what, if any, effect
its adoption will have on the Company's financial condition or results of
operations.

<PAGE>
12.       SUMMARIZED QUARTERLY RESULTS (UNAUDITED)

          The following is a presentation of the quarterly results of
operations.

<TABLE>
<CAPTION>
                                         Period Ended      Quarter Ended     Quarter Ended      Quarter Ended        Quarter Ended
                                       DECEMBER 31, 1997   MARCH 31, 1998    JUNE 30, 1998    SEPTEMBER 30, 1998   DECEMBER 31, 1998

                                                        (in thousands, except share and per share data)

Statements of Operations Data:
Interest income:
<S>                                     <C>                 <C>                  <C>                 <C>                <C>
      Mortgage loans and securities     $ 10,078            $ 54,506             $ 58,515            $ 48,934           $ 20,778
      Cash and cash equivalents              811               1,263                1,160               1,035                595
                                          ------             -------             --------            --------           --------
        Total                             10,889              55,769               59,675              49,969             21,373
                                          ------             -------             --------            --------           --------
Interest expense:
         Repurchase agreements             8,489              45,144               51,136              43,412             15,065
                                          ------             -------             --------            --------           --------
      Net interest income..............    2,400              10,625                8,539               6,557              6,308
      Gain (loss) on sale of securities      588                 134                  511             (21,991)           (31,097)
Impairment loss on interest-only
  securities                                   -                   -             (28,618)            (22,413)               (443)
General and administrative
   expenses                                  416               2,229                2,102               1,662              2,390
                                          ------             -------             --------            --------           --------
Net income (loss)                        $ 2,572             $ 8,530           $ (21,670)           $ (39,509)           (27,623)
                                         =======             =======           ==========           ==========          =========

   Unrealized gain (loss) on securities:
      Unrealized holding gain (loss)
        arising during period              1,192            (14,056)                2,474             (27,199)           (43,068)
      Add: reclassification
        adjustment for losses
        included in net income
        (loss)                              (588)               (134)                (511)             21,991             30,963
                                         -------              -------             --------           --------           --------
Other comprehensive
  income (loss)                              604            (14,190)                1,963              (5,208)           (12,105)
                                         -------            -------               --------            --------           --------
Comprehensive income
   (loss)                                $ 3,176           $ (5,660)            $ (19,707)          $ (44,717)         $ (31,198)
                                         =======           ========             ==========          ==========         ==========

Net income (loss) per share:
      Basic                              $  0.13              $  .43              $ (1.08)            $ (2.10)            $(1.50)
                                         =======              ======              ========            ========            =======
      Diluted                            $  0.13              $  .43              $ (1.08)            $ (2.10)            $(1.50)
                                         =======              ======              ========            ========            =======
Weighted average number of
     shares outstanding:
      Basic                           20,019,999           20,044,721          20,050,473          18,788,275          18,395,887
                                      ==========           ==========          ==========          ==========          ==========
      Diluted                         20,019,999           20,044,721          20,050,473          18,788,275          18,395,887
                                      ==========           ==========          ==========          ==========          ==========
</TABLE>


13.       SUBSEQUENT EVENTS

          On March 29, 1999, the Company's Board of Directors declared a special
first quarter distribution in cash of $2.00 per share of common stock. The
special distribution is payable on April 30, 1999 to stockholders of record as
of April 1, 1999. Depending upon the Company's reported taxable income for 1999,
this distribution may in whole or in part be characterized as a return of
capital for tax purposes.

          On that date, to improve its liquidity, the Company terminated a
repurchase agreement with a broker-dealer with respect to $500 million of the
Company's Agency Certificates and realized a loss of approximately $(8.5)
million in connection therewith. From January 1, 1999 through March 29, 1999,
the Company sold approximately $310 million of Mortgage Assets, including
approximately $275 million of Agency Certificates, at a loss of approximately
$(5.0) million.

          On March 2, 1999, the Company announced that the Company and the
Former Manager terminated the Management Agreement under which the Former
Manager served as the external manager of the Company, and that the Company had
become internally advised with Robert J. Gartner, Vice President of the Company,
being responsible for day-to-day investment decisions for the Company. Mr.
Gartner had been actively engaged in the management of the Company's portfolio
by the Former Manager since the Company's inception and had resigned his post at
the Former Manager to become a full-time employee of the Company. The Company
also announced that BlackRock Financial Management, Inc. ("BlackRock") had
agreed to extend its consulting engagement with the Company, that Thomas
Jonovich, Chief Financial Officer and Treasurer of the Company, and Jonathan
Green, General Counsel of the Company, resigned effective March 2, 1999, that
Peter T. Zimmermann, Vice President and Chief Operating Officer of the Company,
resigned effective January 11, 1999 and that the Former Manager agreed to assist
the Company with respect to the transfer of the advisory function to the Company
and with the filing of this Annual Report on Form 10-K.

          As of February 28, 1999, the Company's unaudited estimate of its net
asset value per share was between $6.75 and $7.00 per share.

                                      *****

<PAGE>
                                   SIGNATURES


          Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                         LASER MORTGAGE MANAGEMENT, INC.

                                         By: /S/ FREDERICK N. KHEDOURI
                                             ----------------------------
                                                Frederick N. Khedouri
                                                President

Dated:  March 31, 1999


          Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report on Form 10-K has been signed below by the following persons
in the capacities and on the date indicated.

SIGNATURE                         TITLE                           DATE


/S/ FREDERICK N. KHEDOURI         President and Director        March 31, 1999
-------------------------
Frederick N. Khedouri


/S/ ROBERT J. GARTNER             Vice President, Treasurer     March 31, 1999
-------------------------         and Secretary (principal
Robert J. Gartner                 financial and accounting
                                  officer)

/S/ STUART H. COLEMAN             Director                      March 31, 1999
 --------------------
Stuart H. Coleman


                                  Director                      March 31, 1999
-----------------------
Jonathan Ilany


/S/ MICHAEL L. SMIRLOCK           Director                      March 31, 1999
-----------------------
Michael L. Smirlock


<PAGE>
                                  EXHIBIT INDEX


EXHIBIT NUMBER                    EXHIBIT

     3.1    Articles of Incorporation of the Registrant (Incorporated by
            reference to Exhibit 3.1 to the Registration Statement on Form S-11
            (File No. 333-35673))

     3.2    Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2
            to the Registration Statement on Form S-11 (File No. 333-35673))

     4.1    Specimen Common Stock Certificate (Incorporated by reference to
            Exhibit 4.1 to the Registration Statement on Form S-11 (File No.
            333-35673))

     10.1   1997 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1
            to the Registration Statement on Form S-11 (File No. 333-35673))

     10.2   Management Agreement between the Company and LASER Advisers, Inc.
            (Incorporated by reference to Exhibit 10.2 to the Registrant's
            Annual Report on Form 10-K for the year ending December 31, 1997)

     10.3   Dividend Reinvestment and Direct Purchase Plan (Incorporated by
            reference to Exhibit 10.3 to the Registration Statement on Form S-11
            (File No. 333-35673))

     10.4   Termination Agreement dated as of February 28, 1999 between LASER
            Advisers Inc. and the Company (Incorporated by reference to Exhibit
            10.1 to the Registrant's Current Report on Form 8-K dated February
            28, 1999)

     10.5   Consulting Agreement dated as of February 28, 1999 between BlackRock
            Financial Management, Inc. and the Company (Incorporated by
            reference to Exhibit 10.2 to the Registrant's Current Report on Form
            8-K dated February 28, 1999)

     27.1*  Summary Financial Data

----------
* Filed herewith.