FORM 10-Q
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

             For the quarterly period ended September 30, 2001

                      Commission File Number 001-13937
                              ---------------


                          ANTHRACITE CAPITAL, INC.
                         -------------------------
           (Exact name of registrant as specified in its charter)


                Maryland                                       13-3978906
                --------                                       ----------
    (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                        Identification No.)

  345 Park Avenue, New York, New York                             10154
  -----------------------------------                             -----
(Address of principal executive offices)                       (Zip Code)

    (Registrant's telephone number including area code): (212) 409-3333
                                                         ---------------

                               NOT APPLICABLE
      (Former name, former address, and former fiscal year if changed
                            since last report)

         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.

                       (1)     Yes X      No__
                       (2)     Yes X      No__

         As of November 13, 2001, 40,618,496 shares of voting common stock
($.001 par value) were outstanding.



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                         ANTHRACITE CAPITAL, INC.,
                                 FORM 10-Q
                                   INDEX

PART I - FINANCIAL INFORMATION                                                             Page
                                                                                           ----

<S>        <C>                                                                               <C>
Item 1.   Interim Financial Statements........................................................3

          Consolidated Statements of Financial Condition
          At September 30, 2001 (Unaudited) and December 31, 2000.............................3

          Consolidated Statements of Operations
          For the Three and Nine Months Ended September 30, 2001 and 2000 (Unaudited).........4

          Consolidated Statement of Changes in Stockholders' Equity
          For the Nine Months Ended September 30, 2001 (Unaudited)............................5

          Consolidated Statements of Cash Flows
          For the Nine Months Ended September 30, 2001 and 2000 (Unaudited)...................6

          Notes to Consolidated Financial Statements (Unaudited)..............................7

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations...............................................................17

Item 3.   Quantitative and Qualitative Disclosures about Market Risk..........................30

Part II - OTHER INFORMATION

Item 1.   Legal Proceedings...................................................................34

Item 2.   Changes in Securities and Use of Proceeds...........................................34

Item 3.   Defaults Upon Senior Securities.....................................................34

Item 4.   Submission of Matters to a Vote of Security Holders.................................34

Item 5.   Other Information...................................................................34

Item 6.   Exhibits and Reports on Form 8-K....................................................34

SIGNATURES....................................................................................35
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Part I - FINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements

                                 Anthracite Capital, Inc. and Subsidiaries
                               Consolidated Statements of Financial Condition
                                   (in thousands, except per share data)
--------------------------------------------------------------------------------------------------------------------------------
                                                                            September 30, 2001           December 31, 2000
                                                                            ------------------           -----------------
                                                                                (Unaudited)
ASSETS
<S>                                                                          <C>              <C>         <C>             <C>
Cash and cash equivalents                                                                 $  69,926                   $  37,829
Restricted cash equivalents                                                                  29,627                       9,484
Securities available for sale, at fair value
     Subordinated commercial mortgage-backed securities (CMBS)               $303,737                   $288,686
     Investment grade securities                                              738,223                    389,436
                                                                        --------------              -------------
Total securities available for sale                                                       1,041,960                     678,122
Securities held for trading, at fair value                                                  612,260                      54,043
Mortgage loan pools available for sale, at fair value                                             -                      71,535
Commercial mortgage loans                                                                   100,158                     153,187
Investments in real estate joint ventures                                                     8,464                      10,354
Receivable for investments sold                                                             407,890                           -
Other assets                                                                                 18,108                      19,097
                                                                                      --------------               -------------
     Total Assets                                                                       $ 2,288,393                  $1,033,651
                                                                                      ==============               =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Borrowings:
    Secured by pledge of subordinated CMBS                                   $162,554                   $161,608
    Secured by pledge of other securities available for sale
      and cash equivalents                                                    673,784                    356,491
    Secured by mortgage loan pools                                                  -                     67,367
    Secured by pledge of securities held for trading                          591,506                     55,212
    Secured by pledge of investments in real estate joint ventures              1,337                      3,385
    Secured by pledge of commercial mortgage loans                             43,006                     75,279
                                                                        --------------              -------------
Total borrowings                                                                        $ 1,472,187                    $719,342
Payable for investments purchased                                                           405,633                           -
Distributions payable                                                                        13,622                       9,741
Other liabilities                                                                            36,923                      31,910
                                                                                      --------------                 -----------
     Total Liabilities                                                                    1,928,365                     760,993
                                                                                      --------------                 -----------

10.5% Series A preferred stock, redeemable convertible, liquidation
preference $34,200                                                                           30,752                      30,404
                                                                                      --------------                 -----------

Commitments and Contingencies

Stockholders' Equity:
Common stock, par value $0.001 per share; 400,000 shares authorized; 35,786
     shares issued and outstanding in 2001; and 25,136 shares issued and
     outstanding in 2000
                                                                                                 36                          25
10% Series B preferred stock, liquidation preference $55,317 in
2001,           $56,525 in 2000                                                              42,086                      43,004
Additional paid-in capital                                                                  412,316                     315,533
Distributions in excess of earnings                                                         (10,551)                    (13,437)
Accumulated other comprehensive loss                                                       (114,611)                   (102,871)
                                                                                      --------------                 -----------
      Total Stockholders' Equity                                                            329,276                     242,254
                                                                                      --------------                 -----------
      Total Liabilities and Stockholders' Equity                                         $2,288,393                  $1,033,651
                                                                                      ==============                 ===========

The accompanying notes are an integral part of these financial statements
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Anthracite Capital, Inc. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
                                                      ------------------------------------- --------------------------------------
                                                           For the Three Months Ended               For the Nine Months Ended
                                                                 September 30,                            September 30,
                                                      ------------------------------------- --------------------------------------

                                                             2001               2000                2001                 2000
                                                             ----               ----                ----                 ----
                                                      ----------------  -------------------  ----------------  ------------------
Income:
<S>                                                        <C>              <C>                   <C>               <C>
    Securities available for sale                          $ 20,546         $ 21,585              $ 56,997          $ 55,113
    Commercial mortgage loans                                 2,941            3,573                13,137             8,550
    Mortgage loan pools                                           -            1,555                 1,575             5,021
    Trading securities                                       11,054                -                15,821                 -
    Earnings from real estate joint ventures                    634                -                 1,318                 -
    Cash and cash equivalents                                 1,071              255                 2,143               909
                                                          ---------         --------              --------          --------
        Total income                                         36,246           26,968                90,991            69,593
                                                          ---------         --------              --------          --------

Expenses:
    Interest                                                 10,752           14,765                31,411            37,328
    Interest - trading securities                             7,589                -                10,867                 -
    Management and incentive fees                             3,303            2,060                 8,419             5,050
    Other expenses - net                                         78              (20)                1,047             1,415
                                                          ---------         --------              --------          --------
        Total expenses                                       21,722           16,805                51,744            43,793
                                                          ---------         --------              --------          --------


Other gains (losses):
Gain on sale of securities available for sale                  175               994                 7,256             1,700
Gain on securities held for trading                          1,875               191                 2,443               519
Foreign currency gain                                          (91)               29                    18                18
Loss on impairment of asset                                      -                 -                (5,702)                -
                                                          ---------         --------              --------          --------
       Total other gain                                      1,959             1,214                 4,015             2,237
                                                          ---------         --------              --------          --------

Income before cumulative transition adjustment              16,483            11,377                43,262            28,037
Cumulative transition adjustment - SFAS 133                      -                 -                (1,903)                -
                                                          ---------         --------              --------          --------

Net Income                                                  16,483            11,377                41,359            28,037
                                                          ---------         --------              --------          --------

Dividends and accretion on preferred stock                   2,290             2,307                 6,866             4,748
                                                          ---------         --------              --------          --------

Net Income available to Common Shareholders               $ 14,193           $ 9,070              $ 34,493           $23,289
                                                          =========         ========              ========          ========

Net income per common share, basic:
    Income before cumulative transition adjustment           $0.40             $0.36                 $1.15             $1.01
    Cumulative transition adjustment - SFAS 133                  -                 -                 (0.06)               -
                                                          ---------         --------              --------          --------
      Net income                                             $0.40             $0.36                 $1.09             $1.01
                                                          =========         ========              ========          ========

Net income per common share, diluted:
      Income before cumulative transition                    $0.38             $0.34                 $1.09             $0.95
      adjustment
      Cumulative transition adjustment - SFAS 133                -                 -                 (0.05)                -
                                                          ---------         --------              --------          --------
      Net income                                             $0.38             $0.34                 $1.04             $0.95
                                                          =========         ========              ========          ========

Weighted average number of shares outstanding:
    Basic                                                   35,397            25,136                31,637            23,069
    Diluted                                                 39,595            29,218                35,799            27,150

The accompanying notes are an integral part of these financial statements.
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Anthracite Capital, Inc. and Subsidiaries
Consolidated Statement of Changes in Stockholders' Equity (Unaudited)
For the Nine Months Ended September 30, 2001
(in thousands)
-----------------------------------------------------------------------------------------------------------------------------------
                                                      Series                              Accumulated
                                            Common      B      Additional Distributions      Other                         Total
                                            Stock,  Preferred   Paid-In     In Excess    Comprehensive  Comprehensive  Stockholders'
                                          Par Value    Stock     Capital   Of Earnings        Loss           Income        Equity

<S>                                             <C>    <C>       <C>         <C>           <C>                <C>            <C>
Balance at January 1, 2001                      $25    $43,004   $315,533    ($13,437)     ($102,871)                     $242,254

Issuance of common stock                         10                95,734                                                   95,744

Net income                                                                     41,359                       $41,359         41,359

Net charge associated with current
period hedging transactions                                                                  (22,452)       (22,452)       (22,452)

Net amount reclassified into earnings due
to amortization of de-designated hedges                                                          248            248            248

Cumulative transition adjustment - SFAS                                                        1,903          1,903          1,903
133

Change in net unrealized loss on
securities available for sale, net of
reclassification adjustment                                                                    8,561           8,561         8,561
                                                                                                            --------
Other Comprehensive loss                                                                                     (11,740)
                                                                                                            ---------
Comprehensive Income                                                                                         $29,619
                                                                                                            ========

Dividends declared-common stock                                               (31,607)                                     (31,607)


Dividends and accretion on
Preferred stock                                                                (6,866)                                      (6,866)

Conversion of Series B preferred
stock to common stock                             1      (918)       917                                                         -

Compensation cost - stock options                                    132                                                       132
----------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 2001                   $36    $42,086  $412,316     ($10,551)      ($114,611)                    $329,276
                                           =======================================================================================

Disclosure of reclassification adjustment:

Unrealized holding gain                                                                                       $4,523

Less: reclassification for realized gains
previously recorded as unrealized                                                                              4,038

Net charge associated with current period
hedging transactions                                                                                         (22,452)

Net amount reclassified into earnings due
to amortization of de-designated hedges                                                                          248

Cumulative transition adjustment - SFAS 133                                                                    1,903
                                                                                                            --------
Net unrealized loss on securities                                                                           ($11,740)
                                                                                                            =========

The accompanying notes are an integral part of these financial statements.
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Anthracite Capital, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)(in thousands)

-------------------------------------------------------------------------------------------------------------------------------
                                                                                           For the Nine Months Ended
                                                                                   September 30, 2001      September 30, 2000
                                                                                   ------------------      --------------------

Cash flows from operating activities:
<S>                                                                                           <C>                    <C>
     Net income                                                                               $  41,359              $  28,037

Adjustments to reconcile net income to net cash provided by operating
activities:
        Net (purchase) sale of trading securities                                              (498,092)                   328
        Amortization on negative goodwill                                                        (1,494)                  (637)
        Cumulative transition adjustment - SFAS 133                                               1,903                      -
        Premium amortization, net                                                                 4,987                   (828)
        Compensation cost - stock options                                                           132                      -
        Loss on impairment of asset                                                               5,702                      -
        Non-cash portion of net foreign currency (gain) loss                                        (18)                    18
        Net (gain) loss on sale of securities                                                    (9,699)                (2,219)
        Distributions from real estate joint ventures in excess of earnings                         (31)                    47
        Decrease in other assets                                                                  4,828                 11,518
        Increase (decrease) in other liabilities                                                  9,325                 (6,553)
                                                                                      ------------------      -----------------
Net cash (used in) provided by operating activities                                            (441,098)                29,711
                                                                                      ------------------      -----------------

Cash flows from investing activities:
     Purchase of securities available for sale                                               (1,716,274)            (1,312,487)
     Funding of commercial mortgage loans                                                       (13,170)               (78,600)
     Repayments received from commercial mortgage loans                                          66,217                      -
     Increase in restricted cash equivalents                                                    (20,143)                     -
     Principal payments received on securities available for sale                                70,143                 63,951
     Principal payments received on mortgage loan pools                                          10,981                      -
     Proceeds from sales of securities available for sale and mortgage loan pools             1,263,014              2,122,735
     Investment in real estate joint ventures                                                     1,921                 (5,121)
     Net payments under hedging securities                                                       (3,839)                (4,405)
                                                                                      ------------------      -----------------
Net cash (used in) provided by investing activities                                            (341,150)               786,073
                                                                                      ------------------      -----------------

Cash flows from financing activities:
     Net increase (decrease) in borrowings                                                      752,845               (831,774)
     Proceeds from issuance of common stock, net of offering costs                               95,744                      -
     Distributions on common stock                                                              (27,409)               (18,839)
     Distributions on preferred stock                                                            (6,835)                (3,251)
     Net proceeds from merger                                                                         -                 33,380
     Acquisition costs against goodwill                                                               -                 (4,129)
     Purchase of common shares                                                                        -                    (39)
                                                                                      ------------------      -----------------
Net cash provided by (used in) financing activities                                             814,345               (824,652)
                                                                                      ------------------      -----------------
Net decrease in cash and cash equivalents                                                        32,097                 (8,868)
Cash and cash equivalents, beginning of period                                                   37,829                 22,265
                                                                                      ------------------      -----------------
Cash and cash equivalents, end of period                                                      $  69,926              $  13,397
                                                                                      ==================      =================
Supplemental disclosure of cash flow information:
     Interest paid                                                                            $  43,706                 $7,195
                                                                                      ==================      =================
Investments purchased not settled                                                             $ 405,633                      -
                                                                                      ==================      =================
Investments sold not settled                                                                  $ 407,890                      -
                                                                                      ==================      =================

The accompanying notes are an integral part of these financial statements.
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Anthracite Capital, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
(In thousands, except per share data)
-------------------------------------
Note 1        ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Anthracite Capital, Inc. (the "Company"), a Maryland corporation, is a real
estate finance company that generates income based on the spread between
the interest income on its mortgage loans and securities investments and
the interest expense from borrowings used to finance its investments. The
Company seeks to earn high returns on a risk-adjusted basis to support a
consistent quarterly dividend. The Company has elected to be taxed as a
Real Estate Investment Trust, therefore, its income, to the extent
distributed, is largely exempt from corporate taxation. The Company
commenced operations on March 24, 1998.

The Company's business focuses on (i) originating high yield commercial
real estate loans, (ii) investing in below investment grade commercial
mortgage backed securities ("CMBS") where the Company has the right to
control the foreclosure/workout process on the underlying loans, and (iii)
acquiring investment grade real estate related securities as a liquidity
diversification.

The accompanying unaudited financial statements have been prepared in
conformity with the instructions to Form 10-Q and Article 10, Rule 10-01 of
Regulation S-X for interim financial statements. Accordingly, they do not
include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. These financial statements should be read in
conjunction with the annual financial statements and notes thereto included
in the Company's annual report on Form 10-K for 2000 filed with the
Securities and Exchange Commission.

In the opinion of management, the accompanying financial statements contain
all adjustments, consisting of normal and recurring accruals (except for
the cumulative transition adjustment for SFAS 133 in the first quarter 2001
- see note 2), necessary for a fair presentation of the results for the
interim periods. Operating results for interim periods are not necessarily
indicative of the results that may be expected for the entire year.

In preparing the financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
dates of the statements of financial condition and revenues and expenses
for the periods covered. Actual results could differ from those estimates
and assumptions. Significant estimates in the financial statements include
the valuation of the Company's mortgage-backed securities and certain other
investments.

Note 2          DERIVATIVE FINANCIAL INSTRUMENTS

Effective January 1, 2001, the Company adopted SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities", as amended and
interpreted, which establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded
in other contracts and for hedging activities. All derivatives, whether
designated in hedging relationships or not, are required to be recorded on
the balance sheet at fair value. If the derivative is designated as a fair
value hedge, the changes in the fair value of the derivative and of the
hedged item attributable to the hedged risk are recognized in earnings. If
the derivative is designated as a cash flow hedge, the effective portions
of change in the fair value of the derivative are recorded in other
comprehensive income (OCI) and are recognized in the income statement when
the hedged item affects earnings. Ineffective portions of changes in the
fair value of cash flow hedges are recognized in earnings.

On January 1, 2001 the Company reclassified certain of its agency debt
securities, with an amortized cost of $64,432 from available-for-sale to
trading. An interest rate swap agreement with a $25,000 notional amount
that had been designated as hedging these debt securities was similarly
reclassified. The unrealized gain of $895 related to the agency debt
securities and the unrealized loss of $2,830 related to the interest rate
swap as of January 1, 2001 were removed from OCI and recorded as the
cumulative transition adjustment to earnings upon adoption of SFAS 133. The
net cumulative effect of adopting SFAS 133 was ($1,903) and is reflected as
"Cumulative Transition Adjustment - SFAS 133" on the consolidated statement
of operations.

In addition, on January 1, 2001, the Company re-designated interest rate
swap agreements with notional amounts aggregating $98,000 that had been
hedging available-for-sale debt securities as cash flow hedges of its
variable rate borrowings under reverse repurchase agreements. The fair
value of these swap agreements on January 1, 2001, an unrealized loss of
($9,853), remained in OCI at the date of adoption of FAS 133, and
therefore, did not result in a transition adjustment.

Because of the de-designation and re-designation of the $98,000 interest
rate swaps, the Company is required to amortize the related $9,853 recorded
in OCI. Amortization is on a straight-line basis over the shorter of the
life of the swap or the previously hedged assets and is recognized as a
reduction of interest income. For the three and nine months ended September
30, 2001, $248 and $745 was amortized as a reduction of interest income
respectively, and $248 will be amortized as a reduction of interest income
each quarter for the next 12 months.

In addition, on January 1, 2001 the Company re-designated interest rate
swap agreements with notional amounts aggregating $57,744 that had been
hedging available-for-sale debt securities to hedges of trading securities.
These interest rate swap agreements were sold in January 2001; the loss of
$795 is included in gain on securities held for trading. As of December 31,
2000 the accumulated loss for these interest rate swaps was $3,226. This
accumulated loss is being amortized as a reduction of income from
securities available for sale over the weighted average life of the
securities these interest rate swaps were hedging on December 31, 2000. For
the three and nine months ended September 30, 2001 $64 and $193 was
amortized as a reduction of interest income.

The Company uses interest rate swaps to manage exposure to variable cash
flows on portions of its borrowings under reverse repurchase agreements and
as trading derivatives intended to offset changes in fair value related to
securities held as trading assets. On the date in which the derivative
contract is entered, the Company designates the derivative as either a cash
flow hedge or a trading derivative.

The Company has entered into reverse repurchase agreements to finance
securities available for sale that are not financed under its lines of
credit. The reverse repurchase agreements bear interest at a LIBOR based
variable rate. Increases in the LIBOR rate could negatively impact
earnings. The interest rate swap agreements allow the Company to receive a
variable rate cash flow based on LIBOR and pay a fixed rate cash flow,
mitigating the impact of this exposure.

As of September 30, 2001, the Company had interest rate swaps with notional
amounts aggregating $291,000 that were designated as cash flow hedges of
borrowings under reverse repurchase agreements. Their aggregate fair value
was a $22,887 liability included in other liabilities on the statement of
financial condition. This liability was fully collateralized with cash
listed as restricted cash on the Company's statement of financial
condition. For the three months ended September 30, 2001, the net change in
the fair value of the interest rate swaps was ($23,653) of which $1,574 of
this change in value was deemed ineffective and is included as additional
interest expense and ($25,227) was recorded in OCI. During the third
quarter, the Company closed one of its interest rate swaps with a notional
amount of $50,000, that was designated as a cash flow hedge of borrowings
under reverse repurchase agreements. The Company will amortize as an
increase of interest expense the $1,671 loss in value incurred during the
period from January 1, 2001, the date this swap was designated as a cash
flow hedge of borrowings under reverse repurchase agreements, thru the sale
date, over the remaing term of the swap.

As of September 30, 2001, the Company had interest rate swaps with notional
amounts aggregating $25,000 designated as trading derivatives. Their
aggregate fair value at September 30, 2001 was ($4,676), included in
trading securities. For the three months ended September 30, 2001, the
change in fair value for these trading derivatives was ($2,024) and is
included as a reduction of gain on securities held for trading in the
consolidated statement of operations.

The implementation of SFAS 133 did not change the manner in which the
Company accounts for its forward currency exchange contracts; these
contracts are carried at fair value, with changes in fair value included as
a component of net foreign currency gain or loss in the consolidated
statement of operations.

The Company formally documents all relationships between hedging
instruments and hedged items, as well as its risk-management objectives and
strategies for undertaking various hedge transactions. The Company
assesses, both at the inception of the hedge and on an on-going basis,
whether the derivatives that are used in hedging transactions are highly
effective in offsetting changes in fair values or cash flows of hedged
items. When it is determined that a derivative is not highly effective as a
hedge, the Company discontinues hedge accounting prospectively.

Note 3       RECENT ACCOUNTING PRONOUNCMENTS

In July 2001, the Financial Accounting Standards Board issued Statement No.
141, "Business Combinations" (SFAS 141) and Statement No. 142, "Goodwill
and Other Intangible Assets" (SFAS 142). These statements establish new
standards for accounting and reporting for business combinations and for
goodwill and intangible assets resulting from business combinations. SFAS
141 applies to all business combinations initiated after June 30, 2001; the
Company is required to implement SFAS 142 on January 1, 2002. For the
Company, this will result in the unamortized balance of negative goodwill
being recognized in income during the first quarter of 2002 as the
cumulative effect of implementing the new accounting standard. The Company
estimates that the gain recognized upon implementation will be
approximately $6,500.

In July of 2000, the FASB's Emerging Issues Task Force reached a consensus
on Issue 99-20, "Recognition of Interest Income and Impairment on Purchased
and Retained Beneficial Interests in Securitized Financial Interests." This
issue provides guidance on the appropriate methodology to be used in
recognizing changes in the estimated yield on asset-backed securities, and
in determining whether impairment exists. This consensus was applied by the
Company beginning in the second quarter of 2001, and did not have an impact
on the Company's financial statements, but it may require earlier
recognition of impairment of CMBS investments than under previous guidance,
should the Company experience credit losses on the loans underlying a CMBS
investment in amounts greater than anticipated at acquisition.

In August of 2001, the FASB issued SFAS No, 143, "Accounting for Asset
Retirement Obligations" (effective January 1, 2003) and SFAS No. 144,
"Accounting for the Impariment or Disposal of Long Lived Assets" (effective
January 1, 2002). SFAS No. 143 requires the recording of the fair value of
a liability for an asset retirement obligation in the period in which it is
incurred. SFAS No. 144 supercedes existing accounting literature dealing
with impariment and disposal of long lived assets, including discontinued
operations. It addresses financial accounting and reporting for the
impariment of long-lived assets and for long-lived assets to be disposed of
, and expands current reporting for discontinued operations to include
disposals of a "component" of an entity that has been disposed of or is
classified as held for sale. The Company is in the process of evaluating
the financial statement impact of the adoption of these two standards.

Note 4         NET INCOME PER SHARE

Net income per share is computed in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share." Basic income
(loss) per share is calculated by dividing net income (loss) available to
common shareholders by the weighted average number of common shares
outstanding during the period. Diluted income (loss) per share is
calculated using the weighted average number of common shares outstanding
during the period plus the additional dilutive effect of common stock
equivalents. The dilutive effect of outstanding stock options is calculated
using the treasury stock method, and the dilutive effect of preferred stock
is calculated using the "if converted" method.

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<CAPTION>
                                                                For the Three Months Ended     For the Nine Months Ended
                                                                       September 30,                 September 30,
                                                                    2001           2000            2001          2000
                                                                ------------    ----------     -----------    ----------
Numerator:

<S>                                                                <C>             <C>             <C>           <C>
     Net Income available to common shareholders
     before  cumulative transition adjustment                      $14,193       $  9,070       $  36,396     $  23,289
     Cumulative transition adjustment - SFAS 133                         -              -          (1,903)            -
                                                                ------------    ----------     -----------    ----------
     Numerator for basic earnings per share                         14,193          9,070          34,493        23,289
     Effect of 10.5% series A senior cumulative redeemable
     preferred stock                                                   907            893           2,711         2,627
                                                                ------------    ----------     -----------    ----------
     Numerator for diluted earnings per share                      $15,100         $9,963         $37,204       $25,916
                                                                ============    ==========     ===========    ==========

Denominator:
     Denominator for basic earnings per share--weighted
     average common shares outstanding                              35,397         25,136          31,637        23,069
     Effect of 10.5% series A senior cumulative redeemable
     preferred stock                                                 4,121          4,082           4,108         4,081
     Dilutive effect of stock options                                   77              -              54             -
                                                                ------------    ----------     -----------    ----------
     Denominator for diluted earnings per share--weighted
     average common shares outstanding and common share
     equivalents outstanding                                        39,595         29,218          35,799        27,150
                                                                ============    ==========     ===========    ==========

Basic net income per weighted average common share:
     Income before cumulative transition adjustment                  $0.40          $0.36           $1.15         $1.01
     Cumulative transition adjustment - SFAS 133                         -              -           (0.06)            -
                                                                ------------    ----------     -----------    ----------
     Net income                                                      $0.40          $0.36           $1.09         $1.01
                                                                ============    ==========     ===========    ==========

Diluted net income per weighted average common share
and common share equivalents:
     Income before cumulative transition adjustment                  $0.38          $0.34           $1.09         $0.95
     Cumulative transition adjustment - SFAS 133                         -              -           (0.05)            -
                                                                ------------    ----------     -----------    ----------
     Net income                                                      $0.38          $0.34           $1.04         $0.95
                                                                ============    ==========     ===========    ==========
</TABLE>



Note 5        SECURITIES AVAILABLE FOR SALE

The Company's securities available for sale are carried at estimated fair
value. The amortized cost and estimated fair value of securities available
for sale as of September 30, 2001 are summarized as follows:


<TABLE>
<CAPTION>
                                                                                       Gross           Gross         Estimated
                                                                     Amortized       Unrealized     Unrealized         Fair
                      Security Description                             Cost             Gain           Loss            Value
----------------------------------------------------------------- ---------------- --------------- -------------- ----------------
<S>                                                                        <C>              <C>         <C>               <C>
Commercial mortgage-backed securities ("CMBS"):
CMBS IO's                                                                $ 80,281         $ 3,643  $       (229)          $83,695
Investment grade CMBS                                                      20,521               6        (4,756)           15,771
Non-investment grade rated subordinated securities                        361,229           1,218       (82,256)          280,191
Non-rated subordinated securities                                          32,014             713        (9,181)           23,546
                                                                  ---------------- --------------- -------------- ----------------
Total CMBS                                                                494,045           5,580       (96,422)          403,203

Single-family residential mortgage-backed securities ("RMBS"):
Fixed Rate Securities                                                      60,839             880              -           61,719
Home Equity Loans                                                          29,412           1,295              -           30,707
Hybrid adjustable rate mortgages                                           60,404             432              -           60,836
Agency adjustable rate securities                                         105,079           1,341           (12)          106,408
Agency fixed rate securities                                              369,658           9,429              -          379,087
                                                                  ---------------- --------------- -------------- ----------------
     Total RMBS                                                           625,392          13,377           (12)          638,757
                                                                  ---------------- --------------- -------------- ----------------
                                                                       $1,119,437         $18,957      $(96,434)       $1,041,960
                                                                  ================ =============== ============== ================
</TABLE>

As of September 30, 2001, an aggregate of $953,932 in estimated fair value
of the Company's securities available for sale was pledged to secure its
collateralized borrowings.

The following table sets forth certain information relating to the
aggregate principal balance and payment status of delinquent mortgage loans
underlying the subordinated CMBS held by the Company as of September 30,
2001:
<TABLE>
<CAPTION>

   ---------------------------------- -----------------------------------------------------
                                                        September 30, 2001
   ---------------------------------- ------------------- ------------- -------------------
                                                           Number of
                                           Principal          Loans       % of Collateral
   ---------------------------------- ------------------- ------------- -------------------
<S>                                         <C>                 <C>             <C>
     Past due 30 to 60 days                      $25,845             6               0.29%
   ---------------------------------- ------------------- ------------- -------------------
     Past due 60 to 90 days                      $57,291             7               0.63%
   ---------------------------------- ------------------- ------------- -------------------
     Past due 90 or more                         $39,475             8               0.44%
   ---------------------------------- ------------------- ------------- -------------------
     Real Estate owned                            $8,818             1               0.10%
   ---------------------------------- ------------------- ------------- -------------------
     Total Delinquent                           $131,429            22               1.46%
   ---------------------------------- ------------------- ------------- -------------------
     Total Principal Balance                  $9,023,664         1,753
   ---------------------------------- ------------------- ------------- -------------------
</TABLE>

The Company's delinquency experience of 1.46% is compared to the 1.18% for
directly comparable collateral experience shown in the Lehman Brothers CMBS
1998 vintage collateral delinquency index.

To the extent that realized losses, if any, or such resolutions differ
significantly from the Company's original loss estimates, it may be
necessary to reduce the projected GAAP yield on the applicable CMBS
investment to better reflect such investment's expected earnings net of
expected losses, from the date of purchase. While realized losses on
individual assets may be higher or lower than original estimates, the
Company currently believes its aggregate loss estimates and GAAP yields are
appropriate.

As of September 30, 2001, the anticipated weighted average unleveraged
yield to maturity based upon adjusted cost of the Company's subordinated
CMBS was 10.10% per annum, and of the Company's other securities available
for sale was 6.28% per annum. The Company's anticipated yields to maturity
on its subordinated CMBS and other securities available for sale are based
upon a number of assumptions that are subject to certain business and
economic uncertainties and contingencies. Examples of these include, among
other things, the rate and timing of principal payments (including
prepayments, repurchases, defaults and liquidations), the pass-through or
coupon rate and interest rate fluctuations. Additional factors that may
affect the Company's anticipated yields to maturity on its subordinated
CMBS include interest payment shortfalls due to delinquencies on the
underlying mortgage loans, and the timing and magnitude of credit losses on
the mortgage loans underlying the subordinated CMBS that are a result of
the general condition of the real estate market (including competition for
tenants and their related credit quality) and changes in market rental
rates. As these uncertainties and contingencies are difficult to predict
and are subject to future events, which may alter these assumptions, no
assurance can be given that the anticipated yields to maturity, discussed
above and elsewhere, will be achieved.

As part of the acquisition of CORE Cap, Inc. in May 2000 the Company
inherited securities backed by franchise loans originated by Franchise
Mortgage Acceptance Corporation ("FMAC 1998-BA trust"). The Company
currently owns $16,366 of class B principal and $10,829 of class C
principal. The trust is collateralized by loans on 365 properties to 75
borrowers. The properties are largely franchise restaurants and gas station
convenience stores. Collateral performance has been poor. In March of 2001
the class B securities were downgraded to BBB and the class C securities
were downgraded to BB. In July 2001 the class B was downgraded to BBB and
class C was downgraded to B.

Although the class C bond is current on all payments, the Company concluded
that due to poor collateral performance, future cash flows on the class C
bond were not likely to be received as originally provided and,
accordingly, the bond was deemed to be impaired. The Company performed an
analysis assuming 40% of the underlying collateral balance was
nonrecoverable. Given the current level of credit enhancement to the class
C securities the loss would amount to 51% of the current principal amount
over time. Under this scenario a yield of approximately 14% results in a
dollar price of 40. As a point of comparison the yield on the 10 year
Treasury on June 30, 2001 was 5.41%. During the second quarter of 2001, the
Company took a charge to income of $5,702 on the class C bond, to write
this bond down to its estimated fair value. At September 30, 2001, the fair
value of class C was marked at a dollar price of 35 representing a change
in dollar price from the previous quarter of 5. The change in value is
reflected in other comprehensive income. As of November 12, 2001, the class
C was current on all payments.

Note 6        SECURITIES HELD FOR TRADING

The Company's securities held for trading are carried at estimated fair
value. At September 30, 2001, the Company's securities held for trading
consisted of FNMA and Federal Home Loan Corp. mortgage pools with an
estimated fair value of $616,327 and a interest rate swap agreement which
represented a notional amount of $25,000 and a fair value of $(4,067). The
interest rate swap agreement was closed out in October 2001. The FNMA
Mortgage Pools, and the underlying mortgages, bear interest at fixed rates
for specified periods, generally three to seven years after which the rates
are periodically reset to market. The Federal Home Loan Mortgage Pools and
the underlying mortgages generally bear interest at fixed rates through
maturities of fifteen to thirty years.

Some of the securities held for trading reflect short-term trading
strategies, which the Company employs from time to time, designed to
generate economic and taxable gains. As part of its trading strategies, the
Company may acquire long or short positions in U.S. Treasury or agency
securities, forward commitments to purchase such securities, financial
futures contracts and other fixed income or fixed income derivative
securities. Any taxable gains from such strategies will be applied as an
offset against the tax basis capital loss carry forward that the Company
incurred during 1998 as a result of the sale of a substantial portion of
its securities available for sale.

Note 7        COMMON STOCK

On February 14, 2001 the Company completed a secondary offering of
4,000,000 shares of its common stock in an underwritten public offering.
The aggregate net proceeds to the Company (after deducting underwriting
fees and expenses) were approximately $33,200. The Company had granted the
underwriters an option, exercisable for 30 days, to purchase up to 600,000
additional shares of common stock to cover over-allotments. This option was
exercised on March 13, 2001 and resulted in net proceeds to the Company of
approximately $5,000.

On May 11, 2001, the Company completed a follow-on offering of 4,000,000
shares of its common stock in an underwritten public offering. The
aggregate net proceeds to the Company (after deducting underwriting fees
and expenses) were approximately $37,800. The Company had granted the
underwriters an option, exercisable for 30 days, to purchase up to 600,000
additional shares of common stock to cover over-allotments. This option was
exercised on June 6, 2001 and resulted in net proceeds to the Company of
approximately $5,675.

On November 7, 2001 the Company completed a follow-on offering of 4,400,000
shares of its common stock in an underwritten public offering. The
aggregate net proceeds to the Company (after deducting estimated expenses)
were approximately $39.4 million. On November 13, 2001, the underwriters
exercised an option to purchase an additional 90,000 shares of Company
common stock available through an over-allotment granted to the
underwriters. The aggregate net proceeds to the Company (before deducting
expenses) were approximately $810.

On September 14, 2001, the Company declared distributions to its common
shareholders of $0.32 per share, paid on October 31, 2001 to shareholders
of record on September 30, 2001. For U.S. Federal income tax purposes, the
dividends are expected to be ordinary income to the Company's shareholders.

For the three and nine months ended September 30, 2001, the Company issued
661,373 and 1,378,997 shares, respectively, of common stock under its
Dividend Reinvestment Plan. Net proceeds to the Company were approximately
$7,264 and $14,349, respectively. No shares were issued for the three and
nine months ended September 30, 2000 under the Dividend Reinvestment Plan.

Note 8        TRANSACTIONS WITH AFFILIATES

The Company has a management agreement (the "Management Agreement") with
BlackRock Financial Management, Inc. (the "Manager"), a majority owned
indirect subsidiary of PNC Financial Services Group, Inc. ("PNC Bank") and
the employer of certain directors and officers of the Company, under which
the Manager manages the Company's day-to-day operations, subject to the
direction and oversight of the Company's Board of Directors. The Management
Agreement expires on March 20, 2002. The Company pays the Manager an annual
base management fee equal to a percentage of the average invested assets of
the Company as defined in the Management Agreement. The base management fee
is equal to 1% per annum of the average invested assets rated less than BB-
or not rated, 0.75% of average invested assets rated BB- to BB+, and 0.20%
of average invested assets rated above BB+. In order to reflect the
increased scale of the Company, effective July 1, 2001, the Manager reduced
the base management fee to 0.20% of average invested assets rated above BB+
from 0.35%.

The Company incurred $1,842 and $5,805 in base management fees in
accordance with the terms of the Management Agreement for the three and
nine months ended September 30, 2001 and $1,681 and $4,585 in base
management fees for the three and nine months ended September 30, 2000. In
accordance with the provisions of the Management Agreement, the Company
will reimburse the Manager for certain expenses incurred on behalf of the
Company. No reimbursement of expenses were incurred during the three months
ended September 30, 2001, and the nine months ended September 30, 2000.
Reimbursement of expenses during the nine months ended September 30, 2001
was $82.

The Company will also pay the Manager, as incentive compensation, an amount
equal to 25% of the funds from operations of the Company (as defined) plus
gains (minus losses) from debt restructuring and sales of property, before
incentive compensation, in excess of the amount that would produce an
annualized return on equity equal to the greater of 3.5% over the ten-year
U.S. Treasury Rate as defined in the Management Agreement or 9.5%. For
purposes of the incentive compensation calculation, equity is generally
defined as proceeds from issuance of Common Stock before underwriting
discounts and commissions and other costs of issuance. The Company incurred
$1,461 and $2,614 in incentive compensation for the three and nine months
ended September 30, 2001 and $379 and $465 for the three and nine months
ended September 30, 2000. Effective July 1, 2001, the Manager revised the
hurdle rate applicable to the incentive fee from 3.5% over the ten-year
U.S. Treasury Rate, to the greater of 3.5% over the ten-year U.S. Treasury
Rate or 9.5% on the adjusted issue price of the common stock ($11.76 as of
September 30, 2001).

Under the terms of an administration agreement, the Manager provides
financial reporting, audit coordination and accounting oversight services.
The Company pays the Manager a monthly administrative fee at an annual rate
of 0.06% of the first $125 million of average net assets, 0.04% of the next
$125 million of average net assets and 0.03% of average net assets in
excess of $250 million subject to a minimum annual fee of $120. For the
three and nine months ended September 30, 2001, the administration fee was
$38 and $103. For the three and nine months ended September 30, 2000 the
administration fee was $30 and $90.

On March 30, 2001, the Company purchased two certificates representing a 1%
interest in PNC Loan Trust - III for an aggregate investment of $1,732.
These certificates were purchased from PNC Bank, an affiliate of the
Company. The assets of the Trusts consist of commercial mortgage loans
originated or acquired by PNC. The Company has a committed line of credit
for $4,500 from PNC Funding Corp., a wholly owned indirect subsidiary of
PNC Bank, to borrow up to 90% of the fair market value of the Company's
interest in such Trusts. Outstanding borrowings against this line of credit
bear interest at a LIBOR based variable rate. As of September 30, 2001,
there were no outstanding borrowings against this line of credit.

During the three months ended March 30, 2001, the Company purchased twelve
certificates each representing a 1% interest in different classes of Owner
Trust NS I Trust ("Owner Trusts") for an aggregate investment of $37,868.
These certificates were purchased from PNC Bank. The assets of the Owner
Trusts consist of commercial mortgage loans originated or acquired by an
affiliate of PNC. The Company entered into a $50,000 committed line of
credit from PNC Funding Corp. to borrow up to 95% of the fair market value
of the Company's interest in the Owner Trusts. Outstanding borrowings
against this line of credit bear interest at a LIBOR based variable rate.
As of September 30, 2001, there was $19,966 borrowed under this line of
credit. The Company earned $504 and $1,221 from the Owner Trusts and paid
interest of approximately $214 and $745 to PNC Funding Corp. as interest on
borrowings under a related line of credit for the three and nine months
ended September 30, 2001. During the three months ended September 30, 2001,
the Company sold two Owner Trusts. The gain on the sale of those Owner
Trusts was $35.

Note 9         BORROWINGS

Certain information with respect to the Company's collateralized borrowings
at September 30, 2001 is summarized as follows:
<TABLE>
<CAPTION>

                                                          Lines of           Reverse            Total
                                                         Credit and         Repurchase       Collateralized
                                                         Term Loans         Agreements         Borrowings
                                                       ----------------- ------------------ ----------------
<S>                                                         <C>               <C>                <C>
   Outstanding borrowings                                   $111,035          $1,361,152         $1,472,187
   Weighted average borrowing rate                              4.09%               2.93%              3.51%
   Weighted average remaining maturity                      165 days             19 days            30 days
   Estimated fair value of assets pledged                   $166,573          $1,468,803         $1,635,376
</TABLE>

As of September 30, 2001, $20,584 of borrowings outstanding under the lines
of credit were denominated in pounds sterling and interest payable is based
on sterling LIBOR.

As of September 30, 2001, the Company's collateralized borrowings had the
following remaining maturities:
<TABLE>
<CAPTION>

                               Lines of                Reverse                     Total
                              Credit and              Repurchase              Collateralized
                               Term Loan              Agreements                Borrowings
                          ---------------------- ----------------------- ----------------------------
<S>       <C>                        <C>                <C>                          <C>
   Within 30 days                    $   -              $1,361,152                   $1,361,152
   31 to 59 days                         -                       -                            -
   Over 60 days                    111,035                       -                      111,035
                          ---------------------- ----------------------- ----------------------------
                                  $111,035              $1,361,152                   $1,472,187
                          ====================== ======================= ============================
</TABLE>

Under the lines of credit and the reverse repurchase agreements, the
respective lender retains the right to mark the underlying collateral to
estimated market value. A reduction in the value of its pledged assets will
require the Company to provide additional collateral or fund margin calls.
From time to time, the Company expects that it will be required to provide
such additional collateral or fund margin calls.

Note 10   SUBSEQUENT EVENTS

On November 7, 2001 the Company completed a follow-on offering of 4,400,000
shares of its common stock in an underwritten public offering. The
aggregate net proceeds to the Company (after deducting estimated expenses)
were approximately $39,400. On November 13, 2001, the underwriters
exercised an option to purchase an additional 90,000 shares of Company
common stock available through an over-allotment granted to the
underwriters. The aggregate net proceeds to the Company (before deducting
expenses) were approximately $810.

On November 7, 2001 the Company received a capital call notice to fund a
portion of its Carbon Capital, Inc. investment. The total amount of the
capital call was $8,784 and is expected to be paid on November 19, 2001.
The use of proceeds will be to acquire three commercial loans all of which
are secured by office buildings. The remaining commitment is $41,216.
Carbon Capital, Inc. is a private commercial real estate income opportunity
fund managed by BlackRock Financial Management, Inc., who is also the
Manager of the Company.


<PAGE>



ITEM 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

General: During the third quarter of 2001 the Company paid $0.32 per common
share in dividends and GAAP book value rose from $7.92 to $8.03. This
represents a 21.7% annualized total return. For the nine months ended
September 30, 2001 the total return for the Company stock was 50.5%. This
compares favorably to the total return of the Dow Jones industrial average
of negative 18.2% and negative 15.4% total return of the Russell 2000
Index, a broad based small cap stock index which includes the Company.

The Company attributes this strong performance to its ability to raise
capital accretively and invest in the asset classes of the real estate
capital markets that provides the best risk adjusted returns. The Company
believes this multi asset class strategy will continue to create greater
long-term earnings sustainability than focusing on a single asset class.
Shareholders will benefit directly through a consistent dividend payout
over the long-term. This should be compared with the earnings and dividend
volatility of companies that operate in only one of these asset classes.

Through November 13, 2001, the Company raised over $135 million on an
accretive basis through secondary stock offerings and the dividend
reinvestment program. This is consistent with the Company's long stated
strategy of increasing scale. The benefits of this strategy are to increase
liquidity, increase diversification, increase financial flexibility and to
take advantage of economies of scale through lower expense ratios.

The following table illustrates the book value accretion generated by the
three capital raises closed by the Company this year, including the
recently completed fourth quarter 2001 offering. Shareholders will also
benefit from increased float and an increase in the number of research
analysts covering the Company.
<TABLE>
<CAPTION>

--------------------------- -------------------- --------------- ----------- -------------------------
                                                                               % Increase in Common
                                                                                       Share
          Issue             Shares Outstanding                   Issue        GAAP Book Value after
           Date                Before Issue      Shares Issued   Price              Issue
--------------------------- -------------------- --------------- ----------- -------------------------
<S>                         <C>                  <C>             <C>         <C>
Feb 20, 2001                25,135,986           4,600,000       $8.75       1.1%
--------------------------- -------------------- --------------- ----------- -------------------------
May 15, 2001                29,792,017           4,600,000         9.75      2.8%
--------------------------- -------------------- --------------- ----------- -------------------------
November 7, 2001            35,785,646           4,490,000         9.56      1.2%
--------------------------- -------------------- --------------- ----------- -------------------------
Cumulative Effect                                13,690,000        9.35      5.1%
--------------------------- -------------------- --------------- ----------- -------------------------
</TABLE>

The Company used virtually all of the proceeds of the equity offerings to
invest in Government Agency-Backed residential mortgages. This investment
strategy focused mainly on purchasing discounted fixed rate mortgages to
provide additional protection in the event that falling interest rates
cause prepayments to increase significantly. The Company used the same
strategy to reinvest the net proceeds from over $65 million received from
two commercial assets which paid-off early in the first half of the year.
The Company has maintained a cautious approach to reinvestment of proceeds
in commercial assets in light of the slowdown in the U.S. economy and the
September 11, 2001 events. Reinvesting in liquid high credit quality
residential mortgages on a hedged basis allows the Company to maintain
significant liquidity yet still earn high returns on equity for
shareholders on a risk-adjusted basis. This portfolio earned over 18%
return on equity after hedging expenses compared to average overnight cash
rates of 3.67% or the pay-down of debt which cost an average of 4.22% for
the third quarter.

Despite this emphasis on maintaining a high degree of liquidity the Company
still increased earnings per share. This is attributable to the steep yield
curve and the Company's actions to adjust its hedges to increase exposure
to both short and long-term interest rates. At September 30, 2001 the
Company's exposure to a 100 basis point move in short-term rates was 11.4%
of net interest income, as compared to September 30, 2000 when that same
sensitivity was 6.4%. This action created greater per share operating
income net of commercial loan paydowns. Exposure to long rates was
similarly increased to a duration of 6.1 on Net Market Value of invested
assets as of September 30, 2001 from approximately 5.0 as of September 30,
2000. This action resulted in a 5.5% annualized increase in GAAP book value
over the quarter as interest rates rallied throughout the third quarter of
2001, partially offsetting the effects of widening CMBS spreads that
occurred in late September 2001.

Reportable earnings also benefited from economies of scale as the Company
has grown. The Manager recently reduced the base management fee scale by
over 42% on investment grade assets. This resulted in a reduction of
quarterly base management fees on a per share basis from approximately
$0.06 (diluted) per share for the quarter ended September 30, 2000 to
$0.047 (diluted) per share for the quarter ended September 2001. The
manager also raised the threshold of its participation in income of the
Company from 350 basis points over the 10 year Treasury (8.48% for the
quarter ended September 30, 2001) to the greater of that amount or 9.5%.
This threshold continues to be based on the adjusted issue price of the
stock. At September 30, 2001 the adjusted issue price of the Company's
stock was $11.76 compared to the GAAP book value of $8.03. The increase to
a 9.5% hurdle on adjusted issue price increases the per share earnings
threshold from $1.00 to $1.12 or from 12.5% to 13.9% based upon September
30, 2001 GAAP book value. In aggregate the fee reductions adopted by the
Manager increased return on equity by 100 basis points, or $0.02 per share
(diluted), as of September 30, 2001.

The Company's business focuses on (i) originating high yield commercial
real estate loans, which includes senior interests in partnerships that own
real property and are reported as real estate or joint venture investments,
(ii) investing in below investment grade CMBS where the Company has the
right to control the foreclosure/workout process on the underlying loans,
and (iii) acquiring investment grade real estate related securities.

The Company's management believes that this represents an integrated
strategy where each asset class supports the others and creates additional
value for shareholders over and above operating each in isolation. The
commercial real estate loans provide high risk adjusted returns for shorter
periods of time, the CMBS portfolio provides diversification and high loss
adjusted returns over a weighted average life of approximately 10 years,
and the investment grade securities investments are an actively managed
portfolio that supports the liquidity needs of the Company while earning
attractive returns.

These strategies are pursued within an aggregate risk management framework
that seeks to limit the exposure of the Company's equity and earnings to
changes in interest rates and other factors beyond the Company's control.

The principal risks that the Company faces are (i) credit risk on the high
yield real estate loans and securities it underwrites, (ii) interest rate
risk on the spread between the rates (typically one month LIBOR) at which
the Company borrows and the generally longer term rates (as represented by
the U.S. Ten Year Treasury) at which the Company lends, and (iii) funding
risk in the amount and cost of debt financing employed by the Company over
time versus the level of such funding that is sustainable by the financing
markets. These risks are discussed in more detail below, under the heading,
"Quantitative and Qualitative Disclosures About Market Risk" and under
"Capital Resources and Liquidity".

The following discussion should be read in conjunction with the financial
statements and related notes. Dollar amounts are expressed in thousands,
other than per share amounts.

Market Conditions and their Effect on Company Performance:

Two of the most significant factors that affect the Company's earnings are
credit experience and the relationship of long-term interest rates to
short-term interest rates. The Company's interest income from credit
sensitive securities is based on a loss-adjusted yield. The Company
establishes loss assumptions on the pools of loans underlying its CMBS
portfolios. It then computes a loss adjusted yield based on the assumed
cash flows that are projected after applying the loss assumptions. To the
extent that actual losses are substantially similar to the loss assumptions
the loss adjusted yield would stay constant. If actual losses are greater
or lower than expectations the loss adjusted yields would be decreased or
increased respectively.

The relationship of long-term rates to short-term rates is important
because the Company's interest income is generally based on long-term rates
and its interest expense is based on short-term rates. When long-term rates
exceed short-term rates (i.e. the yield curve is steep) the Company will
generally report higher earnings. When short-term rates are higher than
long-term rates (an inverted yield curve) the Company will generally report
lower earnings.

Credit Experience: The Company considers delinquency information from the
Lehman Brothers Conduit Guide for 1998 transactions to be the most relevant
measure of market conditions applicable to its below investment grade CMBS
holdings. Pursuant to these statistics as of September 30, 2001, 40
securitizations were included and 1.18% of principal balances were
delinquent, compared to 0.95% as of June 30, 2001. The broader measure of
all transactions issued since 1994 and tracked in the Conduit Guide also
provides relevant comparable information. As of September 30, 2001, 200
securitizations were being monitored among the larger universe and 0.98% of
the outstanding balances were delinquent, compared to an overall
delinquency rate of 0.93% across 190 transactions as of June 30, 2001.

Morgan Stanley Dean Witter (MSDW) also tracks CMBS loan delinquencies using
a slightly smaller universe. Their index tracks all CMBS transactions with
more than $200,000 of collateral that have been seasoned for at least one
year. This will generally adjust for the lower delinquencies that occur in
newly originated collateral. As of September 30, 2001, MSDW delinquencies
on 166 securitizations were 1.27% of current balances. As of June 30, 2001,
this same index tracked 158 securitizations with delinquencies of 1.21%.
Over the life of these types of transactions, and as the economy slows,
delinquencies and losses will naturally increase.

The Company's below investment grade CMBS represent approximately $626,091
of face value collateralized by underlying pools of first lien commercial
mortgages. The CMBS owned by the Company include 1,753 loans with an
aggregate principal balance of over $9.0 billion as of September 30, 2001.
The Company is in a first loss position with respect to these loans. The
face value of securities collaterialized by the first loss loans is
$601,167. The Company manages its credit risk through conservative
underwriting, diversification, active monitoring of loan performance and
exercise of its right to control the workout process as early as possible.
All of these processes are based on the extensive intranet-based analytic
systems developed by BlackRock.

Realized losses through September 30, 2001 were consistent with
underwritten loss expectations. The Company has assumed a default rate of
approximately 4.6% over time. Applying a 40% loss severity assumption
results in loss of 1.7% of the total original face amount of the portfolio.
This assumption was used to establish the loss adjusted yields that are
used to report quarterly income to shareholders. As of September 30, 2001
the Company had realized net losses of 0.04% of underlying principal since
origination.

As the portfolio matures and the economy slows rising delinquencies are
expected. The following table shows the comparison of delinquencies from
the previous quarter:

<TABLE>
<CAPTION>

-------------------------------- ------------------------------------------------- ---------------------------------------------
                                                    June 30, 2001                                September 30, 2001
-------------------------------- ------------------ ------------ ----------------- ---------------- ------------- --------------
                                                     Number of                                       Number of
                                                        Loans          % of                              Loans        % of
                                     Principal                       Collateral        Principal                   Collateral
-------------------------------- ------------------ ------------ ----------------- ---------------- ------------- --------------
<S>                                    <C>                <C>           <C>           <C>                  <C>        <C>
Past due 30 to 60 days                     $17,002            7             0.19%         $25,845             6          0.29%
-------------------------------- ------------------ ------------ ----------------- ---------------- ------------- --------------
Past due 60 to 90 days                     $16,891            2             0.18%          57,291             7          0.63%
-------------------------------- ------------------ ------------ ----------------- ---------------- ------------- --------------
Past due 90 or more                        $34,072            6             0.37%          39,475             8          0.44%
-------------------------------- ------------------ ------------ ----------------- ---------------- ------------- --------------
Real Estate Owned (REO)                     $8,851            1             0.10%           8,818             1          0.10%
-------------------------------- ------------------ ------------ ----------------- ---------------- ------------- --------------
Total Delinquent                           $76,816           16             0.84%         131,429            22          1.46%
-------------------------------- ------------------ ------------ ----------------- ---------------- ------------- --------------
Total Principal Balance                 $9,092,199        1,756                        $9,023,664         1,753
-------------------------------- ------------------ ------------ ----------------- ---------------- ------------- --------------
</TABLE>

Of the 22 delinquent loans as of September 30, 2001, fifteen were
delinquent due to technical reasons, one was REO and being marketed for
sale, two were in foreclosure, and the remaining five loans were in workout
negotiations. Realizing the estimated losses on all the properties
currently in delinquency would not cause the Company to change its loss
adjusted yields. The 22 delinquent loans do not indicate any weakness in
any geographic area or property type.

During the third quarter of 2001 the Company also experienced early payoffs
of $27,511 representing 0.31% of the existing pool balance. These loans
were paid at par with no loss. The losses attributable to those loans will
be reallocated to other loans in the portfolio.

Yield Curve: During the third quarter of 2001 the yield on the ten-year
U.S. Treasury Note decreased by 83 basis points from 5.41% to 4.58%. The
Federal Reserve Board continued its policy of reducing short-term interest
rates. The most recent reduction in short rates came on November 6, 2001
with a 50 basis point reduction. This marked the tenth easing move of the
year. The Fed Funds target has dropped to 2.00% from 6.50% at the beginning
of the year. The next meeting of the Federal Reserve Board is scheduled for
December 11, 2001.

The chart below compares the rate for the ten-year U.S. Treasury securities
to the one-month LIBOR rate.




<PAGE>

<TABLE>
<CAPTION>

                                   Ten Year                         One month
                                   U.S Treasury Securities          LIBOR             Difference
                                   -----------------------          ---------         ----------
<S>                                <C>                              <C>               <C>
     September 28, 2001            4.58%                            2.63%             1.95%
     June 30, 2001                 5.41%                            3.86%             1.53%
     March 31, 2001                4.92%                            5.09%             0.17%
</TABLE>


The decrease in LIBOR from June 30, 2001 to September 30, 2001 had a
positive impact on the Company's financing costs and net income.

Approximately $85,000 of the Company's assets earn interest at rates that
are determined with reference to LIBOR. The Company also had $316,000
notional amount of interest rate swap agreements where the Company pays a
fixed rate of interest and receives a floating rate based on LIBOR. All of
the Company's borrowings bear interest at rates that are determined with
reference to LIBOR. The Company has a net inverse exposure to LIBOR, such
that decreases in LIBOR will cause earnings to increase and increases in
LIBOR will cause earnings to decrease.

Real Estate Capital Markets: The valuation of the Company's CMBS assets
depends on credit spreads, interest rates and liquidity of the real estate
capital markets. The Company finances itself based on the value of these
assets. Liquidity for real estate transactions has been maintained through
commercial bank lending and CMBS loan origination. Year-to-date returns for
the Morgan Stanley REIT index have been positive and in excess of other
widely followed equity indices like the S&P 500 or Nasdaq Composite.

Credit Spreads: CMBS spreads widened in the wake of the September 11, 2001
events. Low interest rates and steady credit spreads for borrowers has
sparked increased CMBS issuance. CMBS spreads to swaps increased and
steepened after September 11, 2001. AAA spreads to swaps widened by 15 BP
but was offset by swap spread tightening of 24 BP. Below investment grade
CMBS are typically priced using the 10-year Treasury as a benchmark. In the
aftermath of September 11, 2001, double-B rated CMBS spreads widened by
approximately 30-50 BP and single-B rated classes by approximately 75-100
BP.


                              Average Credit Spreads (in basic points)*
                              -----------------------------------------
                           BB CMBS          BB Corporate        Difference
Sept. 28, 2001             595                       614               (19)
June 30, 2001              564                       419               145

                           B CMBS           B Corporate         Difference
Sept. 28, 2001             1056                      983                73
June 30, 2001              983                       785               198

Source: Lehman Brothers CMBS High Yield Index & Lehman Brothers High Yield
        Index

The unrealized loss on the Company's holdings of CMBS at September 30, 2001
was $89,506. This decline in the value of the investment portfolio
represents market valuation changes and is not due to credit experience or
credit expectations. The adjusted purchase price of the Company's CMBS
portfolio as of September 30, 2001 represents approximately 63% of its par
amount. As the portfolio matures the Company expects to recoup the
unrealized loss, provided that the credit losses experienced are not
greater than the credit losses assumed in the purchase analysis. The
Company performs a detailed review of its loss assumptions on a quarterly
basis and will adjust them when it believes that credit experience or
expectations justify such an adjustment. As of September 30, 2001 the
Company concluded that real estate credit fundamentals remain consistent
with expectations despite slowing economic activity, and there has been no
material change that would cause the Company to revise its GAAP yield.

As the portfolio matures and expected losses occur subordination levels of
the lower rated classes of a CMBS investment will be reduced. This will
cause the lower rated classes to be downgraded. This is the natural course
for this type of security and is built into the loss expectations of the
portfolio. This would negatively affect the market value and liquidity of
the portfolio, but will not affect its actual credit performance.

Real Estate: The slowdown in real GDP growth continues to affect property
markets across the country. (i) Retail properties have seen a relatively
small decline in sales however discount retailers have generally had better
results than fashion oriented sellers or general merchandisers. Recent
declines in consumer confidence and employment will generally favor
retailers that sell at a lower price point. Reduced air traffic in the wake
of the September 11, 2001 events has impacted sales in markets that
experience significant tourist traffic. (ii) Multifamily markets benefit
from demand as larger numbers of 20-29 and 65+ year olds enter their prime
renting years. In the short-run, however, the economic slowdown will reduce
demand for apartments faster than supply can be reduced. We have already
seen evidence of softer market conditions in the Southeast, particularly
the Atlanta area. Nationally, forecasts by third-parties call for modest
increases in apartment vacancies. (iii) Reduction in tenant demand for
office space has increased vacancy rates, particularly in markets that had
large exposure to high-tech or telecom tenancy. (iv) Lodging markets have
slowed in tandem with the slower economy. Growth in
revenue-per-available-room ("revpar") is projected to decline by 7.5% in
2001 and remain flat (0% growth) in 2002, according to Merrill Lynch
lodging analysts. Since hotels have the shortest lease terms (nightly
turnover) they exhibit the greatest sensitivity to changes in GDP growth.

Commercial Lending: The Company also owns five mezzanine whole loans and
two preferred equity interests in partnerships that own office buildings.
The Company's commercial loan portfolio generally emphasizes larger
transactions located in metropolitan markets as compared to the loans in
the CMBS portfolio. The credit performance of the Company's commercial
mortgage backed securities remains consistent with expectations. There are
no delinquencies on the Company's direct holdings of commercial mezzanine
loans.

During the nine months ended September 30, 2001 two loans have paid down
their principal in full representing over $65,000 in proceeds. In March the
Santa Monica Loan paid off in full its $35,000 loan balance and in June The
New York Loan paid off in full its $30,600 loan balance. These loans
generated a realized return to the Company of over 22.5%. The contribution
of these two loans to net income prior to their repayment was approximately
$6,000 on an annualized basis.

On July 20, 2001, the Company entered into a $50 million commitment to
acquire shares in Carbon Capital, Inc. ("Carbon"), a private commercial
real estate income opportunity fund managed by BlackRock Financial
Management, Inc., who is also the manager of the Company. This commitment
deploys a portion of the Company's excess liquidity into mezzanine lending
with better diversification and on a more cost effective basis. By
participating in Carbon, the Company seeks to reduce its maximum exposure
to any given mezzanine holding while improving the return on invested
capital. The Company does not pay BlackRock management or incentive fees
through Carbon and has received a reduced fee for this investment on its
own management contract with BlackRock. This transaction was reviewed by
outside counsel and approved by the Company's unaffiliated Directors in
June of 2001.

It is anticipated that funds will be drawn over time as opportunities are
identified. Carbon will be managed by the same management team that has
been managing the Company's commercial loan portfolio. The risk profile of
Carbon is substantially similar to the Company's commercial loan program
and the structure of Carbon is a Real Estate Investment Trust so the tax
and regulatory issues are identical.

Investment Grade Real Estate Related Securities: The yields on residential
mortgage backed securities (RMBS) fell along with longer dated fixed income
securities as the Federal Reserve continued aggressively reducing short
term rates.

The proceeds from the Company's two equity raises and commercial mortgage
paydowns have been redeployed into RMBS to the maximum amount permitted by
the Company's debt to capital covenants. The Company's RMBS portfolio
currently consists of approximately $1.3 billion worth of residential
mortgage backed securities financed with over $1.2 billion of reverse
repurchase agreements. The Company focused primarily on 6.0% and 5.5% fixed
rate agency backed residential mortgages purchased at a discount to face
value. In the event of a prolonged period of low interest rates the Company
anticipates higher than normal prepayments which increase the realized
yield on these securities.

During the third quarter 2001, the Company obtained the consent of the
holders of the Series A preferred stock to increase the Company's debt to
capital ratio for a period of one year. Under the terms of the Series A
preferred stock, the Company was not permitted to have a debt to capital
ratio of more than 4.5:1. Beginning on August 1, 2001 the Company may
maintain a debt to capital ratio of 5.0:1 until July 31, 2002. The Company
will use this increased borrowing ability to acquire additional RMBS to
take advantage of investment opportunities available in the current steep
yield curve environment. The Company will not increase its aggregate
leverage ratios on its high yielding CMBS or mezzanine loan portfolios.

Recent Events: On November 7, 2001, the Company completed a follow-on
offering of 4,400,000 shares of its common stock in an underwritten public
offering. The aggregate net proceeds to the Company (after deducting
estimated expenses) were approximately $39.4 million. On November 13, 2001,
the underwriters exercised an option to purchase an additional 90,000
shares of Company common stock available through an over-allotment granted
to the underwriter.

On November 5, 2001 the Company received a capital call notice to fund a
portion of its Carbon Capital investment. The total amount of the capital
call was $8,784 and is expected to be paid on November 19, 2001. The use of
proceeds will be to acquire three commercial loans all of which are secured
by office buildings.

Funds From Operations (FFO): Most industry analysts, including the Company,
consider FFO an appropriate supplementary measure of operating performance
of a REIT. In general, FFO adjusts net income for non-cash charges such as
depreciation, certain amortization expenses and gains or losses from debt
restructuring and sales of property. However, FFO does not represent cash
provided by operating activities in accordance with GAAP and should not be
considered an alternative to net income as an indication of the results of
the Company's performance or to cash flows as a measure of liquidity.

The Company computes FFO in accordance with the definition recommended by
the National Association of Real Estate Investment Trusts. The Company
believes that the exclusion from FFO of gains or losses from sales of
property was not intended to address gains or losses from sales of
securities as it applies to the Company. Accordingly, the Company includes
gains or losses from sales of securities in its calculation of FFO.

The Company's FFO for the three months ended September 30, 2001 and 2000
was $16,483, and $11,377, respectively, and $41,359 and $28,037 for the
nine months ended September 30, 2001 and 2000, respectively. FFO was the
same as its reported GAAP net income for the periods. The Company reported
cash flows (used in) provided by operating activities of ($441,098) and
$29,711, cash flows (used in) provided by investing activities of
($341,150) and of $786,073 and cash flows provided by (used in) financing
activities of $814,345 and $(824,652) in its statement of cash flows for
the nine months ended September 30, 2001 and 2000, respectively.

Results of Operations: Net income for the three and nine months ended
September 30, 2001 was $16,483, or $0.40 per share ($0.38 diluted), and
$41,359, or $1.09 ($1.04 diluted), respectively. Net income for the three
and nine months ended September 30, 2000 was $11,377, or $0.36 per share
($0.34 diluted), and $28,037 or $1.01 ($0.95 diluted), respectively.

The following tables sets forth information regarding the total amount of
income from certain of the Company's interest-earning assets.
<TABLE>
<CAPTION>

                                               For the Three Months Ended September 30,
                                                    2001                          2000
                                                  Interest                      Interest
                                                   Income                        Income
                                          ----------------------------------------------
<S>                                                <C>                          <C>
CMBS                                               $10,522                      $9,489
Other securities available for sale                 10,024                      12,096
Commercial mortgage loans                            2,941                       3,573
Mortgage loan pools                                      -                       1,555
Trading securities                                  11,054                           -
Cash and cash equivalents                            1,071                         255
                                          ---------------------------------------------
Total                                              $35,612                     $26,968
                                          =============================================

                                               For the Nine Months Ended September 30,
                                                    2001                          2000
                                                  Interest                      Interest
                                                   Income                        Income
                                          ----------------------------------------------
CMBS                                               $35,036                     $27,915
Other securities available for sale                 21,961                      27,198
Commercial mortgage loans                           13,137                       8,550
Mortgage loan pools                                  1,575                       5,021
Trading securities                                  15,821                           -
Cash and cash equivalents                            2,143                         909
                                           ---------------------------------------------
Total                                              $89,673                     $69,593
                                           =============================================

</TABLE>

In addition to the foregoing, the Company earned $634 and $1,318 from real
estate joint ventures during the three and the nine months ended September
30, 2001, respectively.

Interest Expense: The following table sets forth information regarding the
total amount of interest expense from certain of the Company's
collateralized borrowings. Information is based on daily average balances
during the period.
<TABLE>
<CAPTION>

                                               For the Three Months Ended September 30,
                                                    2001                          2000
                                                  Interest                      Interest
                                                   Income                        Income
                                          ----------------------------------------------
<S>                                                <C>                         <C>
Reverse repurchase agreements                      $15,413                     $11,488
Lines of credit and term loan                         1,354                      3,277
                                          ----------------------------------------------
Total                                              $ 16,767                    $14,765
                                          ==============================================

                                               For the Nine Months Ended September 30,
                                                    2001                          2000
                                                  Interest                      Interest
                                                   Income                        Income
                                          ----------------------------------------------

Reverse repurchase agreements                      $ 35,177                    $27,579
Lines of credit and term loan                         7,143                      9,749
                                          ----------------------------------------------
Total                                              $ 42,320                    $37,328
                                          ==============================================
</TABLE>

The foregoing interest expense amounts for the three and nine months ended
September 30, 2001 do not include $1,574 and $(42), of hedge
ineffectiveness. See Note 2, Derivative Instruments, for further
description of the Company's hedge ineffectiveness.

Net Interest Margin and Net Interest Spread from the Portfolio: The Company
considers its portfolio to consist of its securities available for sale,
mortgage loan pools, commercial mortgage loans, and cash and cash
equivalents because these assets relate to its core strategy of acquiring
and originating high yield loans and securities backed by commercial real
estate, while at the same time maintaining a portfolio of liquid investment
grade securities to enhance the Company's liquidity.

Net interest margin from the portfolio is annualized net interest income
from the portfolio divided by the average market value of interest-earning
assets in the portfolio. Net interest income from the portfolio is total
interest income from the portfolio less interest expense relating to
collateralized borrowings. Net interest spread from the portfolio equals
the yield on average assets for the period less the average cost of funds
for the period. The yield on average assets is interest income from the
portfolio divided by average amortized cost of interest earning assets in
the portfolio. The average cost of funds is interest expense from the
portfolio divided by average outstanding collateralized borrowings.

The following chart describes the interest income, interest expense, net
interest margin, and net interest spread for the Company's portfolio.
Interest income for the three months ended September 30, 2001 does not
include earnings from real estate joint ventures of $634 and interest
expense of $52. There were no earnings from real estate joint ventures for
the three months ended September 30, 2000.

                                       For the Three Months Ended
                               September 30, 2001          September 30, 2000
                          ---------------------------------------------------
  Interest income                   $35,612                      $26,968
  Interest expense                  $16,767                      $14,765
  Net interest margin                  3.64%                        4.44%
  Net interest spread                  2.68%                        2.71%

Other Expenses: Expenses other than interest expense consist primarily of
management fees and general and administrative expenses. The Company
incurred $1,842 and $5,805 in base management fees in accordance with the
terms of the Management Agreement for the three and nine months ended
September 30, 2001 and $1,681 and $4,585 in base management fees for the
three and nine months ended September 30, 2000. The Company incurred $1,461
and $2,614 in incentive compensation for the three and nine months ended
September 30, 2001 and $379 and $465 for the three and nine months ended
September 30, 2000. In accordance with the provisions of the Management
Agreement, the Company will reimburse the Manager for certain expenses
incurred on behalf of the Company. No reimbursement of expenses were
incurred during the nine months ended September 30, 2001 and 2000. Other
expenses - net of $78 and $1,047 for the three and nine months ended
September 30, 2001, and ($20) and $1,415 for the three and nine months
ended September 30, 2000, were comprised of accounting agent fees,
custodial agent fees, directors' fees, fees for professional services,
insurance premiums, broken deal expenses, due diligence costs and
amortization of negative goodwill.

Other Gains (Losses): During the nine months ended September 30, 2001 and
2000 the Company sold a portion of its securities available-for-sale for
total proceeds of $1,263,014 and $2,122,735, which resulted in a realized
gain of $175 and $994 for the three months ended September 30, 2001 and
2000, respectively and $7,256 and $1,700 for the nine months ended
September 30, 2001 and 2000, respectively. The gain on securities held for
trading were $1,875 and $191 for the three months ended September 30, 2001
and 2000, and $2,443 and $519 for the nine months ended September 30, 2001
and 2000, respectively. The foreign currency losses (gains) of ($91) and
$29 for the three months ended September 30, 2001 and 2000, and $18 and $18
for the nine months ended September 30, 2001 and 2000 respectively, relate
to the Company's net investment in a commercial mortgage loan denominated
in pounds sterling and associated hedging.

Dividends Declared: On September 14, 2001, the Company declared
distributions to its common shareholders of $.32 per share, paid on October
31, 2001 to common shareholders of record on September 30, 2001.

Tax Basis Net Income and GAAP Net Income: Net income as calculated for tax
purposes (tax basis net income) was estimated at $6,542, or $0.12 (basic) per
share, and $41,597, or $1.10 (basic) per share, for the three and nine months
ended September 30, 2001, compared to a net income as calculated in
accordance with GAAP of $16,483, or $0.40 ($0.38 diluted) per share, and
$41,359, or $1.09 ($1.04 diluted) per share, respectively.

Differences between tax basis net income and GAAP net income arise for
various reasons. For example, in computing income from its subordinated
CMBS for GAAP purposes, the Company takes into account estimated credit
losses on the underlying loans whereas for tax basis income purposes, only
actual credit losses are taken into account. As there were no actual credit
losses incurred in 2001, tax basis income for subordinate CMBS is higher
the GAAP income. Certain general and administrative expenses may differ due
to differing treatment of the deductibility of such expenses for tax basis
income. Also, differences could arise in the treatment of premium and
discount amortization on the Company's securities available for sale.

A reconciliation of GAAP net income to tax basis net income is as follows:
<TABLE>
<CAPTION>

                                                 For the Three             For the Nine
                                                 Months Ended              Months Ended
                                              September 30, 2001        September 30, 2001
                                              --------------------------------------------
<S>                                                <C>                       <C>
GAAP net income                                    $16,483                   $41,359
FAS 133 adjustment                                     -                       1,903
Loss (Gain) on trading securities                  (10,657)                  (10,192)
Loss on Impairment of asset                            -                       5,702
Subordinate CMBS income differences                    716                     2,825
                                              --------------------------------------------
Tax basis net income                                $6,542                   $41,597
                                              ============================================

                                                 For the Three             For the Nine
                                                 Months Ended              Months Ended
                                              September 30, 2001        September 30, 2001
                                              --------------------------------------------

GAAP net income                                     $11,377                  $28,037
Subordinate CMBS income differences                     507                    2,158
Use of capital loss carry forward                      (602)                  (1,625)
CORE Cap merger expenses                                  -                   (2,300)
                                              --------------------------------------------
Tax basis net income                               $ 11,282                $  26,270
                                              ============================================
</TABLE>

Changes in Financial Condition

Securities Available for Sale: The Company's securities available for sale,
which are carried at estimated fair value, included the following at
September 30, 2001 and December 31, 2000:

<TABLE>
<CAPTION>


                                                                  September 30,                    December 31,
                                                                 2001 Estimated                    2000 Estimated
          Security Description                                     Fair Value      Percentage      Fair Value      Percentage
-----------------------------------------------------------------------------------------------------------------------------
Commercial mortgage-backed securities:
<S>                                                                    <C>             <C>            <C>             <C>
CMBS IO's                                                              $ 83,695        8.0%           $ 68,844        10.2%
Investment grade CMBS                                                    15,771        1.5              54,905         8.1
Non-investment grade rated subordinated securities                      280,191       26.9             261,489        38.5
Non-rated subordinated securities                                        23,546        2.3              27,197         4.0
                                                              ---------------------------------------------------------------
                                                                        403,203       38.7             412,435        60.8
                                                              ---------------------------------------------------------------

Single-family residential mortgage-backed securities:
Fixed Rate Securities                                                    61,719        5.9                   -           -
Home Equity Loans                                                        30,707        3.0                   -           -
Hybrid adjustable rate mortgages                                         60,836        5.8                   -           -
Agency adjustable rate securities                                       106,408       10.2             160,928        23.7
Agency fixed rate securities                                            379,087       36.4             104,759        15.5
                                                              ---------------------------------------------------------------
                                                                        638,757       61.3             265,687        39.2
                                                              ---------------------------------------------------------------
                                                                     $1,041,960      100.0%           $678,122       100.0%
                                                              ===============================================================
</TABLE>

Borrowings: As of September 30, 2001, the Company's debt consisted of
line-of-credit borrowings, term loans and reverse repurchase agreements,
collateralized by a pledge of most of the Company's securities available
for sale, securities held for trading, mortgage loans held for sale and its
commercial mortgage loans. The Company's financial flexibility is affected
by its ability to renew or replace on a continuous basis its maturing
short-term borrowings. As of September 30, 2001, the Company has obtained
financing in amounts and at interest rates consistent with the Company's
short-term financing objectives.

Under the lines of credit, term loans, and the reverse repurchase
agreements, the lender retains the right to mark the underlying collateral
to market value. A reduction in the value of its pledged assets will
require the Company to provide additional collateral or fund margin calls.
From time to time, the Company expects that it will be required to provide
such additional collateral or fund margin calls.

The following table sets forth information regarding the Company's
collateralized borrowings.
<TABLE>
<CAPTION>

                                                                         For the Nine Months Ended
                                                                             September 30, 2001
                                                    ---------------------------------------------------------------------

                                                       September 30, 2001           Maximum              Range of
                                                            Balance                 Balance             Maturities
                                                    ------------------------- -------------------- ----------------------
<S>                                                         <C>                  <C>                   <C>  <C>
Reverse repurchase agreements                               $1,361,152           $1,748,891            4 to 29 days
Line of credit and term loan borrowings                       $111,035             $205,889          106 to 292 days
                                                    ------------------------- -------------------- ----------------------
</TABLE>


Hedging Instruments: Effective January 1, 2001, the Company adopted SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities", as
amended, which establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded
in other contracts and for hedging activities.

As a result, on January 1, 2001 the Company reclassified certain of its
agency debt securities, with an amortized cost of $64,432 from
available-for-sale to trading. An interest rate swap agreement with a
$25,000 notional amount that had been designated as hedging these debt
securities was similarly reclassified. The unrealized gain of $895 related
to the debt securities and the unrealized loss of $2,830 related to the
interest rate swap were removed from other comprehensive income and
recorded as the cumulative transition adjustment to earnings upon adoption
of SFAS 133. The net cumulative effect of adopting SFAS 133 was ($1,903) or
($0.06) per share, and is reflected as cumulative transition adjustment on
the statement of operations.

In addition, on January 1, 2001, the Company re-designated interest rate
swap agreements with notional amounts aggregating $98,000 that had been
hedging available-for-sale debt securities as cash flow hedges of its
variable rate borrowings under reverse repurchase agreements. The fair
value of these swap agreements on January 1, 2001, an unrealized loss of
($9,853), remained in other comprehensive income at the date of adoption of
FAS 133, and therefore, did not result in a transition adjustment.

In addition, on January 1, 2001 the Company re-designated interest rate
swap agreements with notional amounts aggregating $57,744 that had been
hedging available-for-sale debt securities as trading securities. These
interest rate swap agreements were sold in January 2001; the loss of $795
is included in gain on securities held for trading.

Capital Resources and Liquidity: Liquidity is a measurement of the
Company's ability to meet potential cash requirements, including ongoing
commitments to repay borrowings, fund investments, loan acquisition and
lending activities and for other general business purposes. The primary
sources of funds for liquidity consist of collateralized borrowings,
principal and interest payments on and maturities of securities available
for sale, securities held for trading and commercial mortgage loans, and
proceeds from sales thereof.

To the extent that the Company may become unable to maintain its borrowings
at their current level due to changes in the financing markets for the
Company's assets, the Company may be required to sell assets in order to
achieve lower borrowing levels. In this event, the Company's level of net
earnings would decline. The Company's principal strategies for mitigating
this risk are to maintain portfolio leverage at levels it believes are
sustainable, to diversify the sources and types of available borrowing and
capital and to maintain at least 25% of equity in liquid assets that can be
converted into cash if required. The current liquid assets ratio is 54%.
The Company has utilized committed bank facilities, preferred stock, and
will consider resecuritization or other achievable term funding of existing
assets.

On February 14, 2001 the Company completed a secondary offering of
4,000,000 shares of its common stock in an underwritten public offering.
The aggregate net proceeds to the Company (after deducting underwriting
fees and expenses) were approximately $33,200. The Company had granted the
underwriters an option, exercisable for 30 days, to purchase up to 600,000
additional shares of common stock to cover over-allotments. This option was
exercised on March 13, 2001 and resulted in net proceeds to the Company of
approximately $5,000.

On May 11, 2001 the Company completed a follow on offering of 4,000,000
shares of its common stock in an underwritten public offering. The
aggregate net proceeds to the Company (after deducting underwriting fees
and expenses) were approximately $37,800. The Company had granted the
underwriters an option, exercisable for 30 days, to purchase up to 600,000
additional shares of common stock to cover over-allotments. This option was
exercised on June 6, 2001 and resulted in net proceeds to the Company of
approximately $5,675.

On November 7, 2001 the Company completed a follow-on offering of 4,400,000
shares of its common stock in an underwritten public offering. The
aggregate net proceeds to the Company (after deducting estimated expenses)
were approximately $39.4 million. On November 13, 2001, the underwriters
exercised an option to purchase an additional 90,000 shares of Company
common stock available through an over-allotment granted to the
underwriters. The aggregate net proceeds to the Company (before deducting
expenses) were approximately $810.

On November 7, 2001 the Company received a capital call notice to fund a
portion of its Carbon Capital, Inc. investment. The total amount of the
capital call was $8,784 and is expected to be paid on November 19, 2001.
The remaining commitment is $41,216.

As of September 30, 2001, $156,188 of the Company's $185,000 committed
credit facility with Deutsche Bank, AG was available for future borrowings,
and $160,945 was available under the Company's $200,000 term facility with
Merrill Lynch.

The Company's operating activities (used) provided cash of $(441,098) and
$29,711 during the nine months ended September 30, 2001, and 2000,
respectively, primarily through net income and, in 2001, net purchases of
trading securities.

The Company's investing activities (used) provided cash totaling $(341,150)
and $786,073 during the nine months ended September 30, 2001, and 2000,
respectively, primarily to purchase securities available-for-sale and to
fund commercial mortgage loans, offset by principal payments received on
securities available-for-sale, mortgage loans, and proceeds from sales of
securities available-for-sale.

The Company's financing activities provided (used) cash of $814,345 and
$(824,652) during the nine months ended September 30, 2001 and 2000,
respectively, primarily from repayment of short-term borrowings and payment
of distributions, offset in 2001, by proceeds from the issuance of common
stock and short term borrowings.

Although the Company's portfolio of securities available-for-sale was
acquired at a net discount to the face amount of such securities, the
Company has received to date and expects to continue to receive sufficient
cash flows from these securities to fund distributions to the Company's
stockholders.

The Company is subject to various covenants in its lines of credit,
including maintaining a minimum GAAP net worth of $140,000, a
debt-to-equity ratio not to exceed 5.0 to 1, a minimum cash requirement
based upon certain debt to equity ratios, a minimum debt service coverage
ratio of 1.5, and a minimum liquidity reserve of $10,000. Additionally, the
Company's GAAP net worth cannot decline by more than 37% during the course
of any two consecutive fiscal quarters. As of September 30, 2001, the
Company was in compliance with all such covenants.

The Company's ability to execute its business strategy depends to a
significant degree on its ability to obtain additional capital. Factors
which could affect the Company's access to the capital markets, or the
costs of such capital, include changes in interest rates, general economic
conditions and perception in the capital markets of the Company's business,
covenants under the Company's current and future credit facilities, results
of operations, leverage, financial conditions and business prospects. There
can be no assurance that the Company will be able to effectively fund
future growth. Except as discussed herein, management is not aware of any
other trends, events, commitments or uncertainties that may have a
significant effect on liquidity.

REIT Status: The Company has elected to be taxed as a REIT and to comply
with the provisions of the Code, with respect thereto. Accordingly, the
Company generally will not be subject 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. The Company may, however, be subject to
tax at corporate rates or at excise tax rates on net income or capital
gains not distributed.


<PAGE>



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk: Market risk is the exposure to loss resulting from changes in
interest rates, credit curve spreads, foreign currency exchange rates,
commodity prices and equity prices. The primary market risks to which the
Company is exposed are interest rate risk and credit curve risk. Interest
rate risk 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.

Credit curve risk is highly sensitive to dynamics of the markets for
commercial mortgage securities and other loans and securities held by the
Company. Credit curve risk is valued based on a spread over comparable
maturity Treasury obligations. This spread represents the additional
compensation required by investors to assume the credit risk of a debt
obligation. Excessive supply of these assets combined with reduced demand
will cause the market to require a higher yield. This demand for higher
yield will cause the market to use a higher spread over the U.S. Treasury
securities yield curve, or other benchmark interest rates, to value these
assets. Changes in the general level of the U.S. Treasury yield curve can
have significant effects on the market value of the Company's portfolio.

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 fluctuations in 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. A hedge may
not perform its intended purpose of offsetting losses or increased costs.
Moreover, with respect to certain of the instruments used as hedges, the
Company is exposed to the risk that the counter parties with which the
Company trades may cease making markets and quoting prices in such
instruments, which may render the Company unable to enter into an
offsetting transaction with respect to an open position. If the Company
anticipates that the income from any such hedging transaction will not be
qualifying income for REIT income test purposes, the Company may conduct
part or all of its hedging activities through a to-be-formed corporate
subsidiary that is fully subject to federal corporate income taxation. The
profitability of the Company may be adversely affected during any period as
a result of changing interest rates.

The following tables quantify the potential changes in the Company's
Portfolio Net Market Value and net interest income under various interest
rate and credit-spread scenarios. Portfolio Net Market Value is defined as
the value of interest-earning assets net of the value of interest-bearing
liabilities. It is evaluated using an assumption that interest rates, as
defined by the U.S. Treasury yield curve, or credit spreads, as defined by
the U.S. Interest rate swap curve, increase or decrease up to 200 basis
points and the assumption that the yield curves of the rate shocks will be
parallel to each other. A significant amount of the Company's Portfolio is
invested in residential mortgages that can prepay principal at par. This
option causes the value of the mortgages to increase less as interest rates
decline due to the higher probability of prepayment. Portfolio Net Market
Value in the Credit Spread Movements scenario is calculated using the
assumption that the U.S. Treasury yield curve remains constant. The Company
believes that 200 basis point variations encompasses periods of significant
volatility in these markets.

Net interest income is defined as interest income earned from
interest-earning assets net of the interest expense incurred by the
interest bearing liabilities. It is evaluated using the assumptions that
interest rates, as defined by the U.S. LIBOR curve, increase or decrease by
200 basis points and the assumption that the yield curves of the LIBOR rate
shocks will be parallel to each other.

All changes in income and value are measured as percentage changes from the
respective values calculated in the scenario labeled as "Base Case." The
base interest rate scenario assumes interest rates as of September 30,
2001. Actual results could differ significantly from these estimates.



         Projected Percentage Change In Portfolio Net Market Value
                 Given U.S. Treasury Yield Curve Movements

                 Change in               Projected Change in
           Treasury Yield Curve,              Portfolio
              +/- Basis Points            Net Market Value
       ------------------------------- ------------------------
                    -200                        4.7%
                    -100                        4.2%
                    -50                         2.6%
                 Base Case                        0
                    +50                        (3.5)%
                    +100                       (8.0)%
                    +200                      (19.7)%

         Projected Percentage Change In Portfolio Net Market Value
                       Given Credit Spread Movements

                 Change in                Projected Change in
              Credit Spreads,                  Portfolio
              +/- Basis Points             Net Market Value
       ------------------------------- --------------------------
                    -200                         19.1%
                    -100                         11.4%
                    -50                          6.2%
                 Base Case                         0
                    +50                         (7.1)%
                    +100                        (15.2)%
                    +200                        (34.1)%


 Projected Percentage Change In Portfolio Net Interest Income and Change in
                Net Income per Share Given LIBOR Movements


                              Projected Change in      Projected Change in Net
   Change in LIBOR,                Portfolio              Income per Share
   +/- Basis Points           Net Interest Income
--------------------------- ------------------------- --------------------------
         -100                        11.4%                      $0.22
         -50                          5.7%                      $0.11
      Base Case                        0                          0
         +50                         (5.7)%                    ($0.11)
         +100                       (11.4)%                    ($0.22)



<PAGE>



Credit Risk: Credit risk is the exposure to loss from loan defaults.
Default rates are subject to a wide variety of factors, including, but not
limited to, property performance, property management, supply/demand
factors, construction trends, consumer behavior, regional economics,
interest rates, the strength of the American economy, and other factors
beyond the control of the Company.

All loans are subject to a certain probability of default. The nature of
the CMBS assets owned are such that all losses experienced by a pool of
mortgages will be borne by the Company. Changes in the expected default
rates of the underlying mortgages will significantly affect the value of
the Company, the income it accrues and the cash flow it receives. An
increase in default rates will reduce the book value of the Company's
assets and the Company earnings and cash flow available to fund operations
and pay dividends. This change in value can be independent of changes in
spreads, as actual credit experience and pricing of credit are not
necessarily correlated.

The Company manages credit risk through the underwriting process,
establishing loss assumptions, and careful monitoring of loan performance.
Before acquiring a security that represents a pool of loans, the Company
will perform a rigorous analysis of the quality of substantially all of the
loans proposed for that security. As a result of this analysis, loans with
unacceptable risk profiles will be removed from the proposed security.
Information from this review is then used to establish loss assumptions.
The Company will assume that a certain portion of the loans will default
and calculate an expected, or loss adjusted yield based on that assumption.
After the securities have been acquired the Company monitors the
performance of the loans, as well as external factors that may affect their
value. Factors that indicate a higher loss severity or timing experience is
likely to cause a reduction in the expected yield and therefore reduce the
earnings of the Company, and may require a significant write down of
assets.

For purposes of illustration, a doubling of the losses in the Company's
credit sensitive portfolio, without a significant acceleration of those
losses would reduce the expected yield on adjusted purchase price from
9.78% to 8.35%. This would reduce GAAP income going forward by
approximately $0.16 per common share and cause a significant write down in
assets at the time the loss assumption is changed. The amount of the
write-down depends on several factors but it could be in excess of $1.00
per share.

Asset and Liability Management: Asset and liability management is concerned
with the timing and magnitude of the repricing and/or maturing of assets
and liabilities. It is the objective of the Company to attempt to control
risks associated with interest rate movements. In general, management's
strategy is to match the term of the Company's liabilities as closely as
possible with the expected holding period of the Company's assets. This is
less important for those assets in the Company's portfolio considered
liquid as there is a very stable market for the financing of these
securities. The Company is actively evaluating secured financing structures
to finance its less liquid portfolios of CMBS. This portfolio is currently
being financed with 30 day reverse repurchase agreements. This strategy is
significantly less expensive for the Company; however, the risk of this
strategy not being sustainable over the long term can be significant. The
Company has managed this risk by (a) diversifying its counterparties; (b)
selecting counterparties with whom the Manager has broader business
relationships; and (c) maintaining back-up financing facilities. The
failure to maintain these counterparty relationships would result in a
reduction in earnings for the Company.

The Company uses interest rate duration as its primary measure of interest
rate risk. This metric, expressed when considering any existing leverage,
allows the Company's management to approximate changes in the net market
value of the Company's portfolio given potential changes in the U.S.
Treasury yield curve. Interest rate duration considers both assets and
liabilities. As of September 30, 2001 the Company's duration on equity was
approximately 6.12 years. This implies that a parallel shift of the U.S.
Treasury yield curve of 100 basis points would cause the Company's net
asset value to increase or decrease by approximately 6.12%. Because the
Company's assets, and their markets, have other, more complex sensitivities
to interest rates, the Company's management believes that this metric
represents a good approximation of the change in portfolio net market value
in response to changes in interest rates, though actual performance may
vary due to changes in prepayments, credit spreads and increased market
volatility.

Other methods for evaluating interest rate risk, such as interest rate
sensitivity "gap" (defined as the difference between interest-earning
assets and interest-bearing liabilities maturing or repricing within a
given time period), are used but are considered of lesser significance in
the daily management of the Company's portfolio. The majority of the
Company's assets pay a fixed coupon and the income from such assets are
relatively unaffected by interest rate changes. The majority of the
Company's liabilities are borrowings under its line of credit or reverse
repurchase agreements that bear interest at variable rates that reset
monthly. Given this relationship between assets and liabilities, the
Company's interest rate sensitivity gap is highly negative. This implies
that a period of falling short-term interest rates will tend to increase
the Company's net interest income while a period of rising short-term
interest rates will tend to reduce the Company's net interest income.
Management considers this relationship when reviewing the Company's hedging
strategies. Because different types of assets and liabilities with the same
or similar maturities react differently to changes in overall market rates
or conditions, changes in interest rates may affect the Company's net
interest income positively or negatively even if the Company were to be
perfectly matched in each maturity category.

The Company currently has positions in forward currency exchange contracts
to hedge currency exposure in connection with its commercial mortgage loan
denominated in pounds sterling. The purpose of the Company's foreign
currency-hedging activities is to protect the Company from the risk that
the eventual U.S. dollar net cash inflows from the commercial mortgage loan
will be adversely affected by changes in exchange rates. The Company's
current strategy is to roll these contracts from time to time to hedge the
expected cash flows from the loan. Fluctuations in foreign exchange rates
are not expected to have a material impact on the Company's net portfolio
value or net interest income.

Forward-Looking Statements: Certain statements contained herein are not,
and certain statements contained in future filings by the Company with the
SEC in the Company's press releases or in the Company's other public or
shareholder communications may not be, based on historical facts and are
"Forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements which are based
on various assumptions (some of which are beyond the Company's control) may
be identified by reference to a future period or periods, or by the use of
forward-looking terminology, such as "may," "will," "believe," "expect,"
"anticipate," "continue," or similar terms or variations on those terms, or
the negative of those terms. Actual results could differ materially from
those set forth in forward-looking statements due to a variety of factors,
including, but not limited to, those related to the economic environment,
particularly in the market areas in which the Company operates, competitive
products and pricing, fiscal and monetary policies of the U.S. Government,
changes in prevailing interest rates, acquisitions and the integration of
acquired businesses, credit risk management, asset/liability management,
the financial and securities markets and the availability of and costs
associated with sources of liquidity. Additional information regarding
these and other important factors that could cause actual results to differ
from those in the Company's forward looking statements are contained under
the section entitled "Risk Factors" in the Company's Registration Statement
on Form S-3 (File No. 333-64900), as filed with the SEC on July 20, 2001,
and in the Company's Registration Statement on Form S-4 (File
No.333-33596), as filed with the SEC on March 30, 2000, as amended by
Amendment No.1 to the Company's Registration Statement on Form S-4, as
filed with the SEC on April 11, 2000, and the Company's prospectus
supplement, dated May 7, 2001, to the prospectus dated February 13, 2001,
as filed with the SEC on May 8, 2001 (File No. 333-75473). The Company
hereby incorporates by reference those risk factors in this Form 10-Q. The
Company does not undertake, and specifically disclaims any obligation, to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.




<PAGE>




Part II - OTHER INFORMATION

Item 1.      Legal Proceedings

At September 30, 2001 there were no pending legal proceedings to which the
Company was a party or of which any of its property was subject.

Item 2.      Changes in Securities and Use of Proceeds

None.

Item 3.     Defaults Upon Senior Securities

Not applicable

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

None.

Item 5.     Other Information

None.

Item 6.     Exhibits and Reports on Form 8-K
a)       Exhibits
             3.1 Restated Articles of Amendment of Anthracite Capital, Inc.

b)       None.


<PAGE>


                                 SIGNATURES


Pursuant to the requirements 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.




                                      ANTHRACITE CAPITAL, INC.



Dated:  November 13, 2001                  By: /s/ Hugh R. Frater
                                               ------------------
                                           Name: Hugh R. Frater
                                           Title: President and Chief Executive
                                                  Officer
                                           (authorized officer of registrant)




Dated:  November 13, 2001                  By: /s/ Richard M. Shea
                                               -------------------
                                           Name: Richard M. Shea
                                           Title: Chief Operating Officer and
                                                  Chief Financial Officer
                                                  (principal accounting officer)