EXHIBIT 3.1


                           ARTICLES OF AMENDMENT

                                     OF

                          ANTHRACITE CAPITAL, INC.

                  Anthracite Capital, Inc., a Maryland corporation (the
"Corporation"), hereby certifies as follows:

                  FIRST: The Charter of the Corporation is hereby amended
by deleting from Paragraph 18(2) of Article SECOND of the Articles
Supplementary of the Corporation, filed with the State Department of
Assessments and Taxation of the State of Maryland on December 2, 1999 (the
"1999 Articles Supplementary"), the following:

         (2)      As long as any shares of Convertible Preferred Stock are
         outstanding, the Corporation shall comply with all of the
         following financing requirements:

                  The ratio of the Corporation's Indebtedness to the
         Corporation's book net worth (calculated in accordance with
         generally accepted accounting principles ("GAAP")) shall not
         exceed the lesser of (x) 4.5 to 1.0 and (y) the Weighted Average
         Leverage Limit, calculated on the last day of each calendar
         quarter. "Weighted Average Leverage Limit" shall be determined by
         taking the sum of (A), (B) and (C), described below, and dividing
         that result by the aggregate principal balance of the
         Corporation's assets.

                           (A) The product of (i) two, and (ii) the book
         value of the Corporation as determined under GAAP (the "GAAP Book
         Value") of Corporation's assets which are unrated securities,
         non-securitized loans and mezzanine loans.

                           (B) The product of (i) three, and (ii) the GAAP
         Book Value of Corporation's assets which are non-investment grade
         securities and securitizable whole loans.

                           (C) The product of (i) eight, and (ii) the GAAP
         Book Value of Corporation's assets which are investment grade
         securities:

                  The classification of the above referenced assets shall
         be made by the Corporation.

and inserting in its place the following:

         (2)      As long as any shares of Convertible Preferred Stock are
         outstanding, the Corporation shall comply with all of the
         following financing requirements:

                  During the period between August 1, 2001 and August 1,
         2002, the ratio of the Corporation's Indebtedness to the
         Corporation's book net worth (calculated in accordance with
         generally accepted accounting principles ("GAAP")) shall not
         exceed the lesser of (x) 5.0 to 1.0 and (y) the Weighted Average
         Leverage Limit, calculated on the last day of each calendar
         quarter. Otherwise, the ratio of the Corporation's Indebtedness to
         the Corporation's book net worth (calculated in accordance with
         generally accepted accounting principles ("GAAP")) shall not
         exceed the lesser of (x) 4.5 to 1.0 and (y) the Weighted Average
         Leverage Limit, calculated on the last day of each calendar
         quarter. "Weighted Average Leverage Limit" shall be determined by
         taking the sum of (A), (B) and (C), described below, and dividing
         that result by the aggregate principal balance of the
         Corporation's assets.

                           (A) The product of (i) two, and (ii) the book
         value of the Corporation as determined under GAAP (the "GAAP Book
         Value") of the Corporation's assets which are unrated securities,
         non-securitized loans and mezzanine loans.

                           (B) The product of (i) three, and (ii) the GAAP
         Book Value of the Corporation's assets which are non-investment
         grade securities and securitizable whole loans.

                           (C) The product of (i) eight, and (ii) the GAAP
         Book Value of the Corporation's assets which are investment grade
         securities:

                  The classification of the above referenced assets shall
         be made by the Corporation.

                  SECOND: The amendments contemplated by these Articles of
Amendment have been advised by the Board of Directors of the Corporation
and approved by the sole stockholder entitled to vote on the matter in
accordance with the provisions of the Maryland General Corporation Law.

                  THIRD:  The amendments contemplated by these Articles of
Amendment do not increase the authorized stock of the Corporation.

                          [Signature page follows]


<PAGE>


                  IN WITNESS WHEREOF, Anthracite Capital, Inc. has caused
these presents to be signed in its name and on its behalf by its President
and witnessed by its Secretary on October 9, 2001.

ATTEST:                                     ANTHRACITE CAPITAL, INC.


     /s/ Robert Friedberg                   By:  /s/ Hugh Frater
-----------------------------                  -------------------------------
Name: Robert Friedberg                          Name:  HUGH FRATER
Secretary                                              President




                  THE UNDERSIGNED, President of Anthracite Capital, Inc.,
who executed on behalf of the Corporation the foregoing Articles of
Amendment of which this certificate is made a part, hereby acknowledges in
the name and on behalf of said Corporation the foregoing Articles of
Amendment to be the corporate act of said Corporation and hereby certifies
that to the best of his knowledge, information, and belief the matters and
facts set forth therein with respect to the authorization and approval
thereof are true in all material respects under the penalties of perjury.

                                             /s/ Hugh Frater
                                             ---------------------------------
                                             President, Hugh Frater