Exhibit 4.1
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7.875% SERIES A CUMULATIVE                      ANNALY MORTGAGE MANAGEMENT, INC.
REDEEMABLE PREFERRED STOCK

     NUMBER                                                        SHARES
                         INCORPORATED UNDER THE LAWS OF
                              THE STATE OF MARYLAND

                                 SEE REVERSE FOR
                               CERTAIN DEFINITIONS
                                                               CUSIP 035710 50 8

THIS CERTIFIES THAT ____________________________________________ is the owner of
_________________________________________________ FULLY PAID AND NONASSESSABLE
SHARES OF THE 7.875% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK, $0.01 PAR
                         VALUE, OF CERTIFICATE OF STOCK

                        ANNALY MORTGAGE MANAGEMENT, INC.

transferable  on the books of the  Corporation by the holder hereof in person or
by  duly  authorized  attorney,  upon  surrender  of this  Certificate  properly
endorsed.  This  Certificate  and the shares  represented  hereby are issued and
shall be held subject to all the provisions of the Articles of Incorporation, as
amended, and the By-Laws of the Corporation,  as amended (copies of which are on
file at the office of the  Transfer  Agent),  to all of which the holder of this
Certificate by acceptance  hereof assents.  This Certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.

      WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

Dated:

                   [SEAL OF ANNALY MORTGAGE MANAGEMENT, INC.]
       /s/ Jennifer A. Stephens                 /s/ Michael A.J. Farrell
            SECRETARY                      CHAIRMAN, CHIEF EXECUTIVE OFFICER
                                           AND PRESIDENT

COUNTERSIGNED AND REGISTERED:
    MELLON INVESTOR SERVICES, LLC
         TRANSFER AGENT AND REGISTRAR
BY

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            THE SHARES OF CAPITAL  STOCK  REPRESENTED  BY THIS  CERTIFICATE  ARE
SUBJECT TO RESTRICTIONS ON TRANSFER FOR THE PURPOSE OF THE COMPANY'S MAINTENANCE
OF ITS STATUS AS A REAL ESTATE  INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED. THE COMPANY'S ARTICLES OF AMENDMENT AND RESTATEMENT PROVIDE
THAT ANY  SALE,  TRANSFER,  GIFT,  ASSIGNMENT,  DEVICE OR OTHER  DISPOSITION  OF
CAPITAL STOCK OF THE COMPANY  THAT, IF EFFECTIVE,  WOULD RESULT IN ANY PERSON OR
ENTITY  BENEFICIALLY  OWNING IN EXCESS OF 9.8%, IN NUMBER OF SHARES OR VALUE, OF
ANY CLASS OF OUTSTANDING  CAPITAL STOCK OF THE COMPANY,  SHALL BE VOID AB INITIO
AS TO THE  TRANSFER  OF SUCH  SHARES OF CAPITAL  STOCK  REPRESENTING  BENEFICIAL
OWNERSHIP  OF SHARES OF ANY CLASS OF CAPITAL  STOCK IN EXCESS OF SUCH  OWNERSHIP
LIMIT,  AND THE INTENDED  TRANSFEREE  SHALL  ACQUIRE NO RIGHTS IN SUCH SHARES OF
CAPITAL STOCK.

      THE COMPANY  WILL FURNISH TO ANY  STOCKHOLDER  OF THE COMPANY UPON REQUEST
AND WITHOUT CHARGE A FULL STATEMENT OF (1) THE DESIGNATIONS AND ANY PREFERENCES,
CONVERSION  AND OTHER RIGHTS,  VOTING  POWERS,  RESTRICTIONS,  LIMITATIONS AS TO
DIVIDENDS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF
EACH CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE; AND (2) WITH RESPECT TO
THE CLASSES OF STOCK WHICH MAY BE ISSUED IN SERIES,  A FULL STATEMENT OF (A) THE
DIFFERENCES IN THE RELATIVE  RIGHTS AND  PREFERENCES  BETWEEN THE SHARES OF EACH
SERIES TO THE EXTENT THEY HAVE BEEN SET;  AND (B) THE  AUTHORITY OF THE BOARD OF
DIRECTORS TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES.

      The following  abbreviations,  when used in the inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common               UNIF GIFT MIN ACT-
TEN ENT -- as tenants by the entireties       ............ Custodian............
JT TEN  -- as joint tenants with right of       (Cust)               (Minor)
           survivorship and not as tenants    Under Uniform Gifts to Minors
           in common                          Act...............................
                                                           (State)

     Additional abbreviations may also be used though not in the above list.

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FOR VALUE RECEIVED, ____________________________________ hereby sell, assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE

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 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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___________________________________________________________________Shares of the
7.875% SERIES A CUMULATIVE  REDEEMABLE PREFERRED STOCK represented by the within
Certificate, and do hereby irrevocably constitute and appoint

___________________________________________________________________Attorney   to
transfer the said stock on the books of the  within-named  Corporation with full
power of substitution in the premises.

Dated _______________________________


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                                        NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
                                        MUST CORRESPOND WITH THE NAME AS WRITTEN
                                        UPON THE FACE OF THE CERTIFICATE IN
                                        EVERY PARTICULAR, WITHOUT ALTERATION OR
                                        ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.