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SECURITIES AND EXCHANGE COMMISSION



WASHINGTON, D.C. 20549



FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004



Commission File Number: 001-13709



ANWORTH MORTGAGE ASSET

CORPORATION

(Exact Name of Registrant as Specified in Its Charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|MARYLAND                                                       |  | 52-2059785                          
|(State or other jurisdiction of Incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|1299 Ocean Avenue, #250, Santa Monica, California              |  | 90401                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



Registrants
telephone number, including area code: (310) 255-4493



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



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). Yes x No ̈



As of May 7, 2004, the Registrant had 44,634,543 shares of Common Stock outstanding.



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ANWORTH MORTGAGE ASSET CORPORATION

FORM 10-Q

INDEX



|         |  |            |  |                                                                                       |  |     
|-------- |  | ---------- |  | ------------------------------------------------------------------------------------- |  | ----
|         |  |            | 
|         |  |            |  |                                                                                       |  | Page
|         |  |            | 
|Part I.  |  |            |  | FINANCIAL INFORMATION                                                                 |  | 1   
|         |  |            | 
|         |  | Item 1.    |  | Consolidated Financial Statements                                                     |  | 1   
|         |  |            | 
|         |  |            |  | Balance Sheets as of March 31, 2004 and December 31, 2003                             |  | 1   
|         |  |            | 
|         |  |            |  | Statements of Operations for the three months ended March 31, 2004 and 2003           |  | 2   
|         |  |            | 
|         |  |            |  | Statements of Stockholders Equity for the three months ended March 31, 2004          |  | 3   
|         |  |            | 
|         |  |            |  | Statements of Cash Flows for the three months ended March 31, 2004 and 2003           |  | 4   
|         |  |            | 
|         |  |            |  | Statements of Comprehensive Income for the three months ended March 31, 2004 and 2003 |  | 5   
|         |  |            | 
|         |  |            |  | Notes To Unaudited Financial Statements                                               |  | 6   
|         |  |            | 
|         |  | Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 14  
|         |  |            | 
|         |  | Item 3.    |  | Qualitative and Quantitative Disclosures About Market Risk                            |  | 26  
|         |  |            | 
|         |  | Item 4.    |  | Controls and Procedures                                                               |  | 28  
|         |  |            | 
|Part II. |  |            |  | OTHER INFORMATION                                                                     |  | 29  
|         |  |            | 
|         |  | Item 1.    |  | Legal Proceedings                                                                     |  | 29  
|         |  |            | 
|         |  | Item 2.    |  | Changes in Securities and Use of Proceeds                                             |  | 29  
|         |  |            | 
|         |  | Item 3.    |  | Defaults Upon Senior Securities                                                       |  | 29  
|         |  |            | 
|         |  | Item 4.    |  | Submission of Matters to a Vote of Security Holders                                   |  | 29  
|         |  |            | 
|         |  | Item 5.    |  | Other Information                                                                     |  | 29  
|         |  |            | 
|         |  | Item 6.    |  | Exhibits and Reports on Form 8-K                                                      |  | 29  
|         |  |           
|         |  | Signatures |  | 31                                                                                   





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Part I.    FINANCIAL INFORMATION



Item 1.    Consolidated Financial Statements



ANWORTH MORTGAGE ASSET CORPORATION



BALANCE SHEETS

(in thousands)

(unaudited)



|                                                                                                                       |  |               |           |   |                  |   |           |  
|---------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | - | ---------------- | - | --------- | -
|                                                                                                                       |  | March 31,2004 |           |   | December 31,2003 |  
|ASSETS                                                                                                                 |  |               |           |   |                  |   |           |  
|Agency mortgage-backed securities:                                                                                     |  |               |           |   |                  |   |           |  
|Agency mortgage-backed securities pledged to counterparties at fair value                                              |  | $             | 4,266,335 |   |                  | $ | 3,954,019 |  
|Agency mortgage-backed securities at fair value                                                                        |  |               | 385,286   |   |                  |   | 291,834   |  
|                                                                                                                       |  |               |           |   |                  |   |           |  
|                                                                                                                       |  | $             | 4,651,621 |   |                  | $ | 4,245,853 |  
|Other mortgage-backed securities at fair value                                                                         |  |               | 63,618    |   |                  |   |          |  
|Mortgage loans held for securitization                                                                                 |  |               | 201,978   |   |                  |   |          |  
|Cash and cash equivalents                                                                                              |  |               | 3,714     |   |                  |   | 196       |  
|Interest and dividends receivable                                                                                      |  |               | 19,414    |   |                  |   | 17,007    |  
|Prepaid expenses and other                                                                                             |  |               | 461       |   |                  |   | 218       |  
|                                                                                                                       |  |               |           |   |                  |   |           |  
|                                                                                                                       |  | $             | 4,940,806 |   |                  | $ | 4,263,274 |  
|                                                                                                                       |  |               |           |   |                  |   |           |  
|                                                                                                                       |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                   |  |               |           |   |                  |   |           |  
|Liabilities:                                                                                                           |  |               |           |   |                  |   |           |  
|Reverse repurchase agreements                                                                                          |  | $             | 4,123,442 |   |                  | $ | 3,775,691 |  
|Payable for purchase of mortgage-backed securities                                                                     |  |               | 99,331    |   |                  |   |          |  
|Whole loan financing facilities                                                                                        |  |               | 188,511   |   |                  |   |          |  
|Accrued interest payable                                                                                               |  |               | 17,448    |   |                  |   | 14,684    |  
|Dividends payable                                                                                                      |  |               |          |   |                  |   | 14,093    |  
|Accrued expenses and other                                                                                             |  |               | 1,648     |   |                  |   | 1,409     |  
|Derivative instruments at fair value                                                                                   |  |               | (949      | ) |                  |   |          |  
|                                                                                                                       |  |               |           |   |                  |   |           |  
|                                                                                                                       |  | $             | 4,429,431 |   |                  | $ | 3,805,877 |  
|                                                                                                                       |  |               |           |   |                  |   |           |  
|Minority interest                                                                                                      |  |               | 50        |   |                  |   |          |  
|Stockholders Equity:                                                                                                  |  |               |           |   |                  |   |           |  
|Preferred stock, par value $.01 per share; authorized 20,000 shares; no shares issued and outstanding                  |  |               |          |   |                  |   |          |  
|Common stock, par value $.01 per share; authorized 100,000 shares; 44,291 and 42,707 issued and outstanding            |  |               | 443       |   |                  |   | 427       |  
|Additional paid-in capital                                                                                             |  |               | 510,033   |   |                  |   | 488,909   |  
|Accumulated other comprehensive (loss) income consisting of unrealized (losses) gains on available-for-sale securities |  |               | (7,038    | ) |                  |   | (21,933   | )
|Retained earnings (deficit)                                                                                            |  |               | 8,542     |   |                  |   | (9,331    | )
|Unearned restricted stock                                                                                              |  |               | (655      | ) |                  |   | (675      | )
|                                                                                                                       |  |               |           |   |                  |   |           |  
|                                                                                                                       |  |               | 511,325   |   |                  |   | 457,397   |  
|                                                                                                                       |  |               |           |   |                  |   |           |  
|                                                                                                                       |  | $             | 4,940,806 |   |                  | $ | 4,263,274 |  
|                                                                                                                       |  |               |           |   |                  |   |           |  



See accompanying notes
to financial statements.



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ANWORTH MORTGAGE ASSET CORPORATION



STATEMENTS OF OPERATIONS

(in thousands, except for per share amounts)

(unaudited)



|                                                            |  |                             |         |   |      |   |         |  
|----------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                            |  | Three months endedMarch 31, |        
|                                                            |  | 2004                        |         |   | 2003 |  
|Interest income net of amortization of premium and discount |  | $                           | 35,246  |   |      | $ | 23,327  |  
|Interest expense                                            |  |                             | (14,940 | ) |      |   | (10,210 | )
|                                                            |  |                             |         |   |      |   |         |  
|Net interest income                                         |  |                             | 20,306  |   |      |   | 13,117  |  
|                                                            |  |                             |         |   |      |   |         |  
|Gain on sale of securities                                  |  |                             | 157     |   |      |   | 652     |  
|Net loss derivative instruments                             |  |                             | (203    | ) |      |   |        |  
|Expenses:                                                   |  |                             |         |   |      |   |         |  
|Compensation and benefits                                   |  |                             | (396    | ) |      |   | (386    | )
|Incentive compensation                                      |  |                             | (1,125  | ) |      |   | (1,218  | )
|Other expenses                                              |  |                             | (866    | ) |      |   | (343    | )
|                                                            |  |                             |         |   |      |   |         |  
|Total expenses                                              |  |                             | (2,387  | ) |      |   | (1,947  | )
|                                                            |  |                             |         |   |      |   |         |  
|Net income                                                  |  | $                           | 17,873  |   |      | $ | 11,822  |  
|                                                            |  |                             |         |   |      |   |         |  
|Basic earnings per share                                    |  | $                           | 0.41    |   |      | $ | 0.46    |  
|                                                            |  |                             |         |   |      |   |         |  
|Average number of shares outstanding                        |  |                             | 43,677  |   |      |   | 25,796  |  
|                                                            |  |                             |         |   |      |   |         |  
|Diluted earnings per share                                  |  | $                           | 0.41    |   |      | $ | 0.46    |  
|                                                            |  |                             |         |   |      |   |         |  
|Average number of diluted shares outstanding                |  |                             | 43,823  |   |      |   | 25,926  |  
|                                                            |  |                             |         |   |      |   |         |  



See accompanying notes
to financial statements.



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ANWORTH MORTGAGE ASSET CORPORATION



STATEMENT OF STOCKHOLDERS EQUITY

(in thousands)

(unaudited)



|                                                     |  |                   |  |                     |     |                          |   |                                             |  |   |                           |   |  |                         |        |   |                     |   |       |   |  |   |        |  |   |        
|---------------------------------------------------- |  | ----------------- |  | ------------------- | --- | ------------------------ | - | ------------------------------------------- |  | - | ------------------------- | - |  | ----------------------- | ------ | - | ------------------- | - | ----- | - |  | - | ------ |  | - | -------
|                                                     |  | CommonStockShares |  | CommonStockParValue |     | AdditionalPaid-inCapital |   | AccumulativeOtherComprehensiveIncome (Loss) |  |   | RetainedEarnings(deficit) |   |  | UnearnedRestrictedStock |        |   | ComprehensiveIncome |   | Total
|Balance, December 31, 2003                           |  | 42,707            |  | $                   | 427 |                          | $ | 488,909                                     |  | $ | (21,933                   | ) |  | $                       | (9,331 | ) |                     | $ | (675  | ) |  | $ |       |  | $ | 457,397
|Issuance of common stock                             |  | 1,584             |  |                     | 16  |                          |   | 21,124                                      |  |   |                           |   |  |                         |        |   |                     |   |       |   |  |   |        |  |   | 21,140 
|Available-for-sale securities, fair value adjustment |  |                   |  |                     |     |                          |   |                                             |  |   | 14,895                    |   |  |                         |        |   |                     |   |       |   |  |   | 14,895 |  |   | 14,895 
|Net income                                           |  |                   |  |                     |     |                          |   |                                             |  |   |                           |   |  |                         | 17,873 |   |                     |   |       |   |  |   | 17,873 |  |   | 17,873 
|                                                     |  |                   |  |                     |     |                          |   |                                             |  |   |                           |   |  |                         |        |   |                     |   |       |   |  |   |        |  |   |        
|Total comprehensive income                           |  |                   |  |                     |     |                          |   |                                             |  |   |                           |   |  |                         |        |   |                     |   |       |   |  | $ | 32,768 |  |   |        
|                                                     |  |                   |  |                     |     |                          |   |                                             |  |   |                           |   |  |                         |        |   |                     |   |       |   |  |   |        |  |   |        
|Amortization of restricted stock                     |  |                   |  |                     |     |                          |   |                                             |  |   |                           |   |  |                         |        |   |                     |   | 20    |   |  |   |        |  |   | 20     
|                                                     |  |                   |  |                     |     |                          |   |                                             |  |   |                           |   |  |                         |        |   |                     |   |       |   |  |   |        |  |   |        
|Balance, March 31, 2004                              |  | 44,291            |  | $                   | 443 |                          | $ | 510,033                                     |  | $ | (7,038                    | ) |  | $                       | 8,542  |   |                     | $ | (655  | ) |  |   |        |  | $ | 511,325



See accompanying notes
to financial statements.



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ANWORTH MORTGAGE ASSET CORPORATION



STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                  |  |                                     |          |   |      |   |          |  
|--------------------------------------------------------------------------------- |  | ----------------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                  |  | For the three months endedMarch 31, |         
|                                                                                  |  | 2004                                |          |   | 2003 |  
|Operating Activities:                                                             |  |                                     |          |   |      |   |          |  
|Net income                                                                        |  | $                                   | 17,873   |   |      | $ | 11,822   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                     |          |   |      |   |          |  
|Amortization of premiums and discounts                                            |  |                                     | 9,423    |   |      |   | 6,797    |  
|Gain on sales of agency securities                                                |  |                                     |         |   |      |   | (652     | )
|Gain on sales of securities in securitization                                     |  |                                     | (157     | ) |      |   |         |  
|Loss on Eurodollar futures                                                        |  |                                     | 203      |   |      |   |         |  
|Amortization of restricted stock                                                  |  |                                     | 20       |   |      |   | 20       |  
|Increase in interest receivable                                                   |  |                                     | (2,407   | ) |      |   | (799     | )
|Increase in prepaid expenses and other                                            |  |                                     | (243     | ) |      |   | (290     | )
|Increase (Decrease) in accrued interest payable                                   |  |                                     | 2,764    |   |      |   | (1,936   | )
|Increase in accrued expenses and other                                            |  |                                     | 239      |   |      |   | 121      |  
|                                                                                  |  |                                     |          |   |      |   |          |  
|Net cash provided by operating activities                                         |  |                                     | 27,715   |   |      |   | 15,083   |  
|                                                                                  |  |                                    
|Investing Activities:                                                             |  |                                     |          |   |      |   |          |  
|Available-for-sale agency securities:                                             |  |                                     |          |   |      |   |          |  
|Purchases                                                                         |  |                                     | (633,887 | ) |      |   | (643,877 | )
|Proceeds from sales                                                               |  |                                     |         |   |      |   | 33,920   |  
|Principal payments                                                                |  |                                     | 332,170  |   |      |   | 260,691  |  
|Adjustable-rate mortgage loans held for securitization:                           |  |                                     |          |   |      |   |          |  
|Purchases                                                                         |  |                                     | (462,857 | ) |      |   |         |  
|Proceeds from securitization                                                      |  |                                     | 196,428  |   |      |   |         |  
|Principal payments                                                                |  |                                     | 590      |   |      |   |         |  
|                                                                                  |  |                                     |          |   |      |   |          |  
|Net cash used in investing activities                                             |  |                                     | (567,556 | ) |      |   | (349,266 | )
|                                                                                  |  |                                    
|Financing Activities:                                                             |  |                                     |          |   |      |   |          |  
|Net borrowings from reverse repurchase agreements                                 |  |                                     | 347,751  |   |      |   | 331,544  |  
|Net whole loan financing facilities borrowings                                    |  |                                     | 188,511  |   |      |   |         |  
|Proceeds from common stock issued, net                                            |  |                                     | 21,140   |   |      |   | 14,635   |  
|Minority investments                                                              |  |                                     | 50       |   |      |   |         |  
|Dividends paid                                                                    |  |                                     | (14,093  | ) |      |   | (12,673  | )
|                                                                                  |  |                                     |          |   |      |   |          |  
|Net cash provided by financing activities                                         |  |                                     | 543,359  |   |      |   | 333,506  |  
|                                                                                  |  |                                     |          |   |      |   |          |  
|Net increase (decrease) in cash and cash equivalents                              |  |                                     | 3,518    |   |      |   | (677     | )
|Cash and cash equivalents at beginning of period                                  |  |                                     | 196      |   |      |   | 906      |  
|                                                                                  |  |                                     |          |   |      |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                                   | 3,714    |   |      | $ | 229      |  
|                                                                                  |  |                                     |          |   |      |   |          |  
|Supplemental Disclosure of Cash Flow Information:                                 |  |                                     |          |   |      |   |          |  
|Cash paid for interest                                                            |  | $                                   | 12,176   |   |      | $ | 12,146   |  
|Supplemental Disclosure of Investing and Financing Activities:                    |  |                                     |          |   |      |   |          |  
|Mortgage securities purchased, not yet settled                                    |  | $                                   | 99,331   |   |      | $ | 40,945   |  
|Certificates retained from securitization                                         |  | $                                   | 64,451   |   |      |   |         |  



See accompanying notes
to financial statements.



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ANWORTH MORTGAGE ASSET CORPORATION



STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)



|                                                     |  |                                     |        |      |   |       
|---------------------------------------------------- |  | ----------------------------------- | ------ | ---- | - | ------
|                                                     |  | For the three monthsended March 31,
|                                                     |  | 2004                                |        | 2003
|Net income                                           |  | $                                   | 17,873 |      | $ | 11,822
|Available for-sale securities, fair value adjustment |  |                                     | 14,895 |      |   | 836   
|                                                     |  |                                     |        |      |   |       
|Comprehensive income                                 |  | $                                   | 32,768 |      | $ | 12,658
|                                                     |  |                                     |        |      |   |       



See accompanying notes
to financial statements.



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ANWORTH MORTGAGE ASSET CORPORATION



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE
1.    ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES



Anworth Mortgage Asset Corporation (the Company) was incorporated in Maryland on October 20, 1997. The Company commenced its operations of purchasing and managing an investment portfolio of primarily adjustable-rate
mortgage-backed securities on March 17, 1998, upon completion of the initial public offering of its common stock.



On November 3, 2003, we formed a wholly-owned subsidiary called Belvedere Trust Mortgage Corporation (Belvedere Trust). Belvedere Trust was formed as a
qualified REIT subsidiary to acquire and own mortgage loans, with a focus on the high credit-quality jumbo adjustable rate, hybrid and second-lien mortgage markets. Belvedere Trust was also formed with the intent of securitizing the mortgage loans
it acquires and selling mortgage-backed securities in the capital markets. We have made an investment of $33 million in Belvedere Trust to capitalize its mortgage operations. We have also formed BT Management Company, L.L.C., or BT Management, a
Delaware limited liability company that is owned 50% by us, 27.5% by Claus Lund, the Chief Executive Officer of Belvedere Trust, 17.5% by Russell J. Thompson, the Chief Financial Officer of Belvedere Trust, and 5% by Lloyd McAdams, our Chairman and
Chief Executive Officer. BT Management has entered into a management agreement with Belvedere Trust pursuant to which BT Management manages the day-to-day operations of Belvedere Trust in exchange for an annual base management fee and a quarterly
incentive fee.



Basis of Presentation



The accompanying consolidated financial statements are prepared on the accrual basis of
accounting in accordance with generally accepted accounting principles (GAAP) utilized in the United States for interim financial information. The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. The consolidated financial statements of the Company include the accounts of all subsidiaries, significant intercompany accounts and transactions have been eliminated. The interim financial
information should be read in conjunction with the financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2003.



In the opinion of management, all material adjustments, consisting of normal recurring adjustments, considered necessary for a fair
presentation have been included. The operating results for the quarter ended March 31, 2004 are not necessarily indicative of the results that may be expected for the calendar year ending December 31, 2004.



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



Cash and Cash Equivalents



Cash and cash equivalents include cash on hand and highly liquid investments with original
maturities of three months or less. The carrying amount of cash equivalents approximates their fair value.



Mortgage-Backed Securities (MBS)



The Companys MBS assets are comprised of fixed-rate and adjustable-rate mortgage (ARM) securities, other mortgage-backed securities and ARM loans held for securitization.



The Company has invested primarily in fixed-rate and ARM pass-through certificates and hybrid
ARM securities. Hybrid ARM securities have an initial interest rate that is fixed for a certain period, usually three to five years, and then adjust annually for the remainder of the term of the loan. The Company structures its investment portfolio
to be diversified with a variety of prepayment characteristics, investing in mortgage-related assets with prepayment prohibitions and penalties, investing in certain mortgage security structures that have prepayment protections, and purchasing
mortgage related assets at a premium and at a discount.



The Company classifies
its investments as either trading investments, available-for-sale investments or held-to-maturity investments. Management determines the appropriate classification of the securities at the time they are acquired and evaluates the appropriateness of
such classifications at each balance sheet date. The Company currently classifies all of its securities as available-for-sale. All assets that are classified as available-for-sale are carried at fair value and unrealized gains or losses are included
in other comprehensive income or loss as a component of stockholders equity. Losses on securities classified as available-for-sale which are determined by management to be other than temporary in nature are reclassified from accumulated other
comprehensive income to current operations.



Interest income on our
mortgage-backed securities is accrued based on the actual coupon rate and the outstanding principle amount of the underlying mortgages. Premiums and discounts are amortized or accreted into interest income over the lives of the securities using the
effective interest yield method adjusted for the effects of estimated prepayments based on the Statement of Financial Accounting Standards, or SFAS, No. 91, Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring
Loans and Initial Direct Costs of Leases, an amendment of FASB Statements No. 13, 60, and 65 and a rescission of FASB Statement No. 17. Our policy for estimating prepayments speeds for calculating the effective yield is to evaluate historical
performance, street consensus prepayment speeds and current market conditions. If our estimate of prepayments is incorrect, we may be required to make an adjustment to the amortization or accretion of premiums and discounts that would have an impact
on future income.



Securities are recorded on the date the securities are
purchased or sold (the trade date). Realized gains or losses from securities transactions are determined based on the specific identified cost of the securities.



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##### Table of Contents

Adjustable-Rate Mortgage Loans Held for Securitization



ARM loans held for securitization are loans the Company has acquired and are intended to be
securitized and retained by the Company. We acquire and accumulate mortgage loans as part of our investment strategy until a sufficient quantity has been accumulated for securitization into high-quality mortgage-backed securities in order to enhance
their value and liquidity. All mortgage loans, if any, will be acquired with the intention of securitizing them into high-credit quality mortgage securities. Despite our intentions, however, we may not be successful in securitizing these mortgage
loans. To meet our investment criteria, mortgage loans acquired by us will generally conform to the underwriting guidelines established by Fannie Mae or Freddie Mac or to secondary market standards for A quality mortgage loans.
Applicable banking laws, however, generally require that an appraisal be obtained in connection with the original issuance of mortgage loans by the lending institution, and we do not intend to obtain additional appraisals at the time of acquiring
mortgage loans. Mortgage loans may be originated by or purchased from various suppliers of mortgage-related assets throughout the United States, including savings and loans associations, banks, mortgage bankers and other mortgage lenders. We may
acquire mortgage loans directly from originators and from entities holding mortgage loans originated by others. Mortgage loans held for securitization are reported at the lower of cost or market value.



Repurchase Agreements



The Company finances the acquisition of its MBS through the use of repurchase agreements. Under these repurchase agreements, the Company
sells securities to a lender and agrees to repurchase the same securities in the future for a price that is higher than the original sales price. The difference between the sale price that the Company receives and the repurchase price that the
Company pays represents interest paid to the lender. Although structured as a sale and repurchase obligation, a repurchase agreement operates as a financing under which the Company pledges its securities as collateral to secure a loan which is equal
in value to a specified percentage of the estimated fair value of the pledged collateral. The Company retains beneficial ownership of the pledge collateral. At the maturity of a repurchase agreement, the Company is required to repay the loan and
concurrently receives back its pledge collateral from the lender or, with the consent with lender, the Company may renew such agreement at the then prevailing financing rate. These repurchase agreements may require the Company to pledge additional
assets to the lender in the event the estimated fair value of the existing pledged collateral declines.



Derivative Financial Instruments



The
Company periodically enters into derivative transactions, in the form of forward purchase commitments, which are intended to hedge its exposure to rising interest rates on funds borrowed to finance its investments in securities. The Company has
designated these transactions as cash flow hedges. The Company also enters into derivative transactions in the form of forward purchase commitments, which are not designated as hedges.



When the Company enters into hedging transactions, it formally documents the relationship between the hedging instruments and the hedged
items. The Company also documents its risk-management policies, including objectives and strategies, as it relates to its hedging activities. The Company assesses, both at inception of the hedging activity and on an on-going basis, whether or not
the hedging activity is highly effective. When it is determined that a hedge is not highly effective, the Company discontinues hedge accounting prospectively.



As of March 31, 2004 all of the Companys hedging instruments were derivative financial instruments. The Company enters into Swap Agreements and Eurodollar
transactions in order to manage its interest rate exposure. When the Company enters into a swap agreement, it consents to pay a fixed rate of interest and to receive a variable interest rate, generally based on the London Interbank Offer Rate
(LIBOR). Interest note swap agreements are carried on the balance sheet at their fair value. In general, the companys hedging instruments are designated as cash flow hedges, and the effective amount of change in the
fair value of the derivative instrument is recorded in accumulated other comprehensive income (loss) and transferred to earnings as the hedged item affects earnings.



Credit Risk



At March 31, 2004, the Company had limited its exposure to credit losses on its portfolio of ARM securities by purchasing primarily securities from Federal Home Loan
Mortgage Corporation (FHLMC) and Federal National Mortgage Association (FNMA). The payment of principal and interest on the FHLMC and FNMA mortgage-backed securities are guaranteed by those respective agencies. At March 31,
2004, because of the government agencies guarantee, all of the Companys mortgage-backed securities have an implied AAA rating.



Other-than-temporary losses on investment securities, as measured by the amount of decline in estimated fair value attributable to factors that are considered to be
other-than-temporary, are charged against income, resulting in an adjustment of the cost basis of such securities. The following are among, but not all of, the factors considered in determining whether and to what extent an other-than-temporary
impairment exists: (i) the expected cash flow from the investment; (ii) whether there has been an other-than-temporary deterioration of the credit quality of the underlying mortgages; (iii) the credit protection available to the related mortgage
pool for MBS; (iv) any other market information available, including analysts assessments and statements, public statements and filings made by the debtor, or counterparty; (v) managements internal analysis of the security, considering all
known relevant information at the time of assessment; and (vi) the magnitude and duration of historical decline in market prices. Because managements assessments are based on factual information as well as subjective information available at
the time of assessment, the determination as to whether an other-than-temporary decline exists and, if so, the amount considered impaired is also subjective and, therefore, constitutes material estimates that are susceptible to a significant change.
At March 31, 2004, the Company had no assets on which an impairment charge had been taken or a provision for loss had been established.



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The following table shows our investments gross unrealized losses and fair value, aggregated by investment category
and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2004:



|                                          |  |                     |           |                  |                   |   |            |       |                  |  |        |            |  |                  |           |  |         |  
|----------------------------------------- |  | ------------------- | --------- | ---------------- | ----------------- | - | ---------- | ----- | ---------------- |  | ------ | ---------- |  | ---------------- | --------- |  | ------- | -
|                                          |  | Less than 12 months |           |                  | 12 months or more |   |            | Total |                 
|                                          |  | (in thousands)      |          
|Description of Securities                 |  | Fair Value          |           | UnrealizedLosses |                   |   | Fair Value |       | UnrealizedLosses |  |        | Fair Value |  | UnrealizedLosses |          
|Federal agency mortgage-backed securities |  | $                   | 2,587,820 |                  | (17,061           | ) |            | $     | 156,174          |  | (1,268 | )          |  | $                | 2,743,994 |  | (18,329 | )



Belvedere Trusts investment
strategy of acquiring, accumulation and securitizing loans involves credit risk.



While Belvedere Trust intends to securitize the loans that it acquires into high quality assets in order to achieve better financing rates and to improve its access to financing, it bears the risk of loss on any loans that its acquires and
which it subsequently securitizes. Belvedere Trust will acquire loans that are not credit enhanced and that do not have the backing of Fannie Mae or Freddie Mac. Accordingly, it will be subject to risks of borrower default, bankruptcy and special
hazard losses (such as those occurring from earthquakes) with respect to those loans to the extent that there is any deficiency between the value of the mortgage collateral and insurance and the principal amount of the loan. In the event of a
default on any such loans that it holds, Belvedere Trust would bear the loss of principal between the value of the mortgaged property and the outstanding indebtedness, as well as the loss of interest.



Income Taxes



The Company has elected to be taxed as a REIT and to comply with the provisions of the Internal Revenue Code of 1986, as amended (the
Code) with respect thereto. Accordingly, the Company will not be subject to Federal income tax to the extent that its distributions to stockholders satisfy the REIT requirements and certain asset, income and stock ownership tests are
met.



Stock-Based Compensation



SFAS 123, Accounting for Stock-Based Compensation, amended by SFAS 148,
Accounting for Stock-Based CompensationTransition and Disclosure, encourages companies to measure compensation cost of stock-based awards based on their estimated fair value at the date of grant and recognize that amount over the
related service period. We believe the existing stock option valuation models do not necessarily provide a transparent measure of the fair value of stock-based awards. Therefore, as permitted by SFAS 148, we apply the existing accounting rules under
APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. In general, as the exercise price of all options granted under these plans is equal to the market price of the underlying common stock on the
grant date, no stock-based employee compensation cost is recognized in net income (loss). In addition, under these plans, options to purchase shares of common stock may be granted at less than fair market value, which results in compensation expense
equal to the difference between the market value on the date of grant and the purchase price. This expense is recognized over the vesting period of the shares in net income (loss).



As required by SFAS 148, we provide pro forma net income (loss) and pro forma net income (loss) per common share disclosures for stock-based
awards as if the fair-value-based method defined in SFAS 123 had been applied. Had the Company determined compensation cost based on the fair value at the grant date for its stock options under FAS No. 123, the Companys net income would have
been reduced to the pro forma amounts indicated below for the three months ended March 31:



|                                                                                                                                 |  |      |        |      |   |       
|-------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ---- | - | ------
|(in thousands except per share amounts)                                                                                          |  | 2004 |        | 2003
|Net income, as reported                                                                                                          |  | $    | 17,873 |      | $ | 11,822
|Deduct: Total stock-based compensation expense determined under the fair value based method for all awards, net of related
taxes |  |      | 99     |      |   | 28    
|                                                                                                                                 |  |      |        |      |   |       
|Pro forma net income                                                                                                             |  | $    | 17,774 |      | $ | 11,794
|Basic income per share, as reported                                                                                              |  | $    | 0.41   |      | $ | 0.46  
|Pro forma basic income per share                                                                                                 |  | $    | 0.41   |      | $ | 0.46  
|Diluted income per share, as reported                                                                                            |  | $    | 0.41   |      | $ | 0.46  
|Pro forma diluted income per share                                                                                               |  | $    | 0.41   |      | $ | 0.45  



The fair value of the following
stock-based awards was estimated using the Black-Scholes model with the following weighted-average assumptions for fiscal years ended December 31:



|                        |  |           |   |  |           |   |  |         |  
|----------------------- |  | --------- | - |  | --------- | - |  | ------- | -
|                        |  | 2003      |   |  | 2002      |   |  | 2001    |  
|Assumptions:            |  |           |   |  |           |   |  |         |  
|Dividend yield          |  | 11        | % |  | 17        | % |  | 10      | %
|Expected volatility     |  | 32        | % |  | 27        | % |  | 41      | %
|Risk-free interest rate |  | 3.52      | % |  | 4.3       | % |  | 4.98    | %
|Expected lives          |  | 8.4 years |   |  | 8.8 years |   |  | 7 years |  



Earnings Per Share



Basic earnings per share (EPS) is computed by dividing net income by the
weighted average number of common shares outstanding during the period. Diluted EPS assumes the conversion, exercise or issuance of all potential common stock equivalents unless the effect is to reduce a loss or increase the income per share.



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The computation of EPS is as follows (amounts in thousands, except per share data):



|                                             |  |        |        |               |        |                  |   |     
|-------------------------------------------- |  | ------ | ------ | ------------- | ------ | ---------------- | - | ----
|                                             |  | Income |        | AverageShares |        | EarningsPerShare
|For the three months ended March 31, 2004    |  |        |        |               |        |                  |   |     
|Basic EPS                                    |  | $      | 17,873 |               | 43,677 |                  | $ | 0.41
|Effect of dilutive securities: Stock options |  |        |        |               | 146    |                  |   |     
|                                             |  |        |        |               |        |                  |   |     
|Diluted EPS                                  |  | $      | 17,873 |               | 43,823 |                  | $ | 0.41
|                                             |  |        |        |               |        |                  |   |     
|For the three months ended March 31, 2003    |  |        |        |               |        |                  |   |     
|Basic EPS                                    |  | $      | 11,822 |               | 25,796 |                  | $ | 0.46
|Effect of dilutive securities: Stock options |  |        |        |               | 130    |                  |   |     
|                                             |  |        |        |               |        |                  |   |     
|Diluted EPS                                  |  | $      | 11,822 |               | 25,926 |                  | $ | 0.46
|                                             |  |        |        |               |        |                  |   |     



Accumulated Other Comprehensive
Income (loss)



The Financial Accounting Standard Boards Statement
130, Reporting Comprehensive Income, divides comprehensive income into net income and other comprehensive income (loss), which includes unrealized gains and losses on marketable securities defined as available-for-sale and unrealized
gains and losses on derivative financial instruments that qualify for hedge accounting under FAS 133.



Use of Estimates



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



NOTE 2.    SECURITIES



The following table summarizes the Companys mortgage-backed securities classified as
available-for-sale as of March 31, 2004, which are carried at their fair value (amounts in thousands):



|                    |  |                                       |         |   |                                     |   |           |                                    |  |   |                       |   |  |   |           |  
|------------------- |  | ------------------------------------- | ------- | - | ----------------------------------- | - | --------- | ---------------------------------- |  | - | --------------------- | - |  | - | --------- | -
|                    |  | GovernmentNationalMortgageCorporation |         |   | FederalHome LoanMortgageCorporation |   |           | FederalNationalMortgageAssociation |  |   | TotalAgency MBSAssets |  
|Amortized cost      |  | $                                     | 184,759 |   |                                     | $ | 1,051,187 |                                    |  | $ | 3,399,436             |   |  | $ | 4,635,382 |  
|Paydowns receivable |  |                                       |        |   |                                     |   | 24,209    |                                    |  |   |                      |   |  |   | 24,209    |  
|Unrealized gains    |  |                                       | 24      |   |                                     |   | 2,767     |                                    |  |   | 7,568                 |   |  |   | 10,359    |  
|Unrealized losses   |  |                                       | (1,394  | ) |                                     |   | (3,300    | )                                  |  |   | (13,635               | ) |  |   | (18,329   | )
|                    |  |                                       |         |   |                                     |   |           |                                    |  |   |                       |   |  |   |           |  
|Fair value          |  | $                                     | 183,389 |   |                                     | $ | 1,074,863 |                                    |  | $ | 3,393,369             |   |  | $ | 4,651,621 |  
|                    |  |                                       |         |   |                                     |   |           |                                    |  |   |                       |   |  |   |           |  



|                              |  |          |        |  
|----------------------------- |  | -------- | ------ | -
|                              |  | OtherMBS |       
|Principal balance outstanding |  | $        | 63,636 |  
|Unrealized losses             |  |          | (18    | )
|                              |  |          |        |  
|Fair value                    |  | $        | 63,618 |  
|                              |  |          |        |  



The following table summarizes the
Companys agency securities at their fair value as of March 31, 2004 and December 31, 2003 (amounts in thousands):



March 31, 2004



|                    |  |      |           |   |         |   |           |       |  |   |                  |   |  |       |        |   |  |   |           |  
|------------------- |  | ---- | --------- | - | ------- | - | --------- | ----- |  | - | ---------------- | - |  | ----- | ------ | - |  | - | --------- | -
|                    |  | ARMs |           |   | Hybrids |   |           | Fixed |  |   | Floating-RateCMO |   |  | Total |       
|Amortized cost      |  | $    | 1,335,309 |   |         | $ | 2,890,258 |       |  | $ | 382,838          |   |  | $     | 26,977 |   |  | $ | 4,635,382 |  
|Paydowns receivable |  |      | 7,519     |   |         |   | 16,690    |       |  |   |                 |   |  |       |       |   |  |   | 24,209    |  
|Unrealized gains    |  |      | 2,906     |   |         |   | 4,603     |       |  |   | 2,787            |   |  |       | 63     |   |  |   | 10,359    |  
|Unrealized losses   |  |      | (4,362    | ) |         |   | (10,534   | )     |  |   | (3,257           | ) |  |       | (176   | ) |  |   | (18,329   | )
|                    |  |      |           |   |         |   |           |       |  |   |                  |   |  |       |        |   |  |   |           |  
|Fair value          |  | $    | 1,341,372 |   |         | $ | 2,901,017 |       |  | $ | 382,368          |   |  | $     | 26,864 |   |  | $ | 4,651,621 |  
|                    |  |      |           |   |         |   |           |       |  |   |                  |   |  |       |        |   |  |   |           |  



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December 31, 2003



|                    |  |      |             |   |         |   |           |       |  |   |                  |   |  |       |        |   |  |   |           |  
|------------------- |  | ---- | ----------- | - | ------- | - | --------- | ----- |  | - | ---------------- | - |  | ----- | ------ | - |  | - | --------- | -
|                    |  | ARMs |             |   | Hybrids |   |           | Fixed |  |   | Floating-RateCMO |   |  | Total |       
|Amortized cost      |  | $    | 1,133,58711 |   |         | $ | 2,682,363 |       |  | $ | 404,677          |   |  | $     | 30,265 |   |  | $ | 4,250,892 |  
|Paydowns receivable |  |      | 5,539       |   |         |   | 11,355    |       |  |   |                 |   |  |       |       |   |  |   | 16,894    |  
|Unrealized gains    |  |      | 1,490       |   |         |   | 2,024     |       |  |   | 2,240            |   |  |       | 12     |   |  |   | 5,766     |  
|Unrealized losses   |  |      | (4,903      | ) |         |   | (17,416   | )     |  |   | (5,181           | ) |  |       | (199   | ) |  |   | (27,699   | )
|                    |  |      |             |   |         |   |           |       |  |   |                  |   |  |       |        |   |  |   |           |  
|Fair value          |  | $    | 1,135,713   |   |         | $ | 2,678,326 |       |  | $ | 401,736          |   |  | $     | 30,078 |   |  | $ | 4,245,853 |  
|                    |  |      |             |   |         |   |           |       |  |   |                  |   |  |       |        |   |  |   |           |  



The Company did not sell MBS during
the three months ended March 31, 2004. During the three months ended March 31, 2003, the Company sold approximately $33.3 million of its available-for-sale MBS for a net realized gain of approximately $652,000.



NOTE 3.    SECURITIZATION ACTIVITIES



The Company, through its Belvedere Trust subsidiary, acquires residential mortgage loans
from third party originators, including banks and other mortgage lenders. For the three months ended March 31, 2004, we acquired approximately $260 million of residential mortgage loans which were transferred to a securitization trust pursuant to a
pooling and third party servicing agreement with Countrywide Securities Corporation dated as of February 1, 2004. During February 2004, we securitized $258 million and sold approximately $194 million of the securities to third parties recognizing a
gain on sale of $157,000. The servicing of the mortgage loans is performed by a third party under a servicing arrangement that resulted in no servicing asset or liability. Our securities portfolio assets held as of March 31, 2004 include $64 million
in mortgage-backed securities at fair value issued by this trust in February 2004.



During the three months ended March 31, 2004, we acquired approximately $202 million in residential mortgage loans which were scheduled to be transferred to a securitization trust in April 2004.



NOTE 4.    REVERSE REPURCHASE AGREEMENTS



The Company has entered into reverse repurchase agreements to finance most of its MBS. The
reverse repurchase agreements are short-term borrowings that are secured by the market value of the Companys MBS and bear interest rates that have historically moved in close relationship to London Interbank Offer Rate (LIBOR). At
March 31, 2004, the Companys reverse repurchase agreements had a weighted average term to maturity of 276 days and a weighted average borrowing rate of 1.48%. At March 31, 2004, MBS with a fair value of approximately $4,266 million have been
pledged as collateral under the reverse repurchase agreements.



At March 31,
2004, the repurchase agreements had the following remaining maturities:



|                             |  |      |  
|---------------------------- |  | ---- | -
|Less than 3 months           |  | 23.5 | %
|3 months to less than 1 year |  | 56.2 | %
|1 year to less than 2 years  |  | 20.3 | %
|2 years to less than 3 years |  |     | %
|Greater than 3 years         |  |     | %
|                             |  |      |  
|                             |  | 100  | %
|                             |  |      |  



NOTE 5.    FAIR
VALUES OF FINANCIAL INSTRUMENTS



ARM securities and other marketable
securities are reflected in the financial statements at estimated fair value. Management bases its fair value estimates for ARM securities and other marketable securities primarily on third-party bid price indications provided by dealers who make
markets in these financial instruments when such indications are available. However, the fair value reported reflects estimates and may not necessarily be indicative of the amounts the Company could realize in a current market exchange. Cash and
cash equivalents, interest receivable, reverse repurchase agreements and payables for securities purchased are reflected in the financial statements at their costs, which approximates their fair value because of the short-term nature of these
instruments.



NOTE 6.    PUBLIC OFFERINGS AND CAPITAL
STOCK



On August 30, 2002, the Company filed a shelf registration
statement on Form S-3 with the Securities and Exchange Commission offering up to $350 million of the capital stock of the Company. The registration statement was declared effective on September 10, 2002. As of March 31, 2004, $165.6 million remained
available for issuance under the registration statement.



In September 1999,
the Company filed with the Securities and Exchange Commission its Dividend Reinvestment and Stock Purchase Plan. The plan allows shareholders and non-shareholders to purchase shares of the Companys common stock and to reinvest dividends in
additional shares of the Companys common stock. The plan was amended in June 2002 and December 2002 to increase the number of shares available thereafter. During the three month period ended March 31, 2004, the Company issued 1,532,652 shares
of common stock under the plan, resulting in proceeds to the Company of approximately $20.6 million.



The Companys authorized capital includes 20 million shares of $.01 par value preferred stock. The preferred stock may be issued in one or more classes or series, with such distinctive designations, rights and
preferences as determined by the Board of Directors.



During the year ended
December 31, 2003, the Company declared dividends to stockholders totaling $1.56 per share, of which $1.23 was paid in 2003 and $0.33 was paid on January 27, 2004. For Federal income tax purposes, such dividends are ordinary income ($1.44) and
long-term capital gain dividends ($0.03) to the Companys stockholders. The remaining dividends of $0.09 per share, which comprise a portion of the dividends declared by the Company in the fourth quarter of 2003 and paid on January 27, 2004,
will be treated as a 2004 distribution for Federal income tax purposes.



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##### Table of Contents

NOTE 7.    TRANSACTIONS WITH AFFILIATES



Anworth 2002 Incentive Compensation Plan



Under the Companys 2002 Incentive Compensation Plan, eligible employees of the Company
have the opportunity to earn incentive compensation for each fiscal quarter. The total aggregate amount of compensation that may be earned by all employees equals a percentage of taxable net income, before incentive compensation, in excess of the
amount that would produce an annualized return on average net worth equal to the Ten-Year US Treasury Rate plus 1% (the Threshold Return).



The 2002 Incentive Compensation Plan contains a high water mark provision requiring that in any fiscal quarter in which the Companys taxable net income
is an amount less than the amount necessary to earn the Threshold Return, the Company will calculate negative incentive compensation for that fiscal quarter which will be carried forward and will offset future incentive compensation earned under the
plan, but only with respect to those participants who were participants during the fiscal quarter(s) in which negative incentive compensation was generated.



The percentage of taxable net income in excess of the Threshold Return earned under the plan by all employees is calculated based on the Companys quarterly average
net worth as defined in the Incentive Compensation Plan. The percentage rate used in this calculation is based on a blended average of the following tiered percentage rates:



| |  | 25% for the first $50 million of average net worth;
| | - | ---------------------------------------------------



| |  | 15% for the average net worth between $50 million and $100 million;
| | - | -------------------------------------------------------------------



| |  | 10% for the average net worth between $100 million and $200 million;
| | - | --------------------------------------------------------------------



| |  | 5% for the average net worth in excess of $200 million.
| | - | -------------------------------------------------------



The 2002 Incentive Compensation Plan requires that the Company pay all amounts earned thereunder each quarter (subject to offset for accrued negative incentive
compensation), and the Company will be required to pay a percentage of such amounts to certain of its executives pursuant to the terms of their employment agreements. For the quarter ended March 31, 2004, eligible employees under the 2002 Incentive
Compensation Plan earned $1.1 million in incentive compensation.



Employment Agreements



Pursuant to the terms of employment
agreements with the Company, Lloyd McAdams serves as the Companys President, Chairman and Chief Executive Officer, Joseph E. McAdams serves as the Companys Chief Investment Officer and Executive Vice President, and Heather U. Baines
serves as the Companys Executive Vice President. Lloyd McAdams receives a base salary equal to the greater of (i) $120,000 per annum, or (ii) a per annum amount equal to 0.125% of the Companys book value, not to exceed $250,000. Joseph
McAdams receives a base salary equal to the greater of (i) $100,000 per annum, or (ii) a per annum amount equal to 0.10% of the Companys book value, not to exceed $250,000. Heather U. Baines receives a $50,000 annual base salary. The terms of
the employment agreements are for three years following June 13, 2002 and automatically renew for one year terms unless written notice is provided by either party six months prior to the end of the current term.



These employment agreements also have the following provisions:



| |  | the three executives are entitled to participate in the 2002 Incentive Compensation Plan and each of these individuals are provided a minimum percentage of the amounts earned under
such plan. Lloyd McAdams is entitled to 45% of all amounts paid under the plan; Joseph E. McAdams is entitled to 25% of all amounts paid under the plan; and Heather U. Baines is entitled to 5% of all amounts paid under the plan. The three executives
may be paid up to 50% of their respective incentive compensation earned under such plan in the form of the Companys common stock;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the incentive compensation plan may not be amended without the consent of the three executives;
| | - | -----------------------------------------------------------------------------------------------



| |  | in the event of a registered public offering of the Companys shares, the three executives are entitled to piggyback registration rights in connection with such offering;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | in the event any of the three executives is terminated without cause, or if they terminate for good reason, or in the case of Lloyd McAdams or Joseph
McAdams, their employment agreements are not renewed, then the executives would be entitled to (1) all base salary due under the contracts, (2) all discretionary bonus due under the contracts, (3) a lump sum payment of an amount equal to three years
of the executives then-current base salary, (4) payment of COBRA medical coverage for eighteen months, (5) immediate vesting of all pension benefits, (6) all incentive compensation to which the executives would have been entitled to under the
contract prorated through the termination date, and (7) all expense reimbursements and benefits due and owing the executives through the termination. In addition, under these circumstances, Lloyd McAdams and Joseph McAdams would each be entitled to
a lump sum payment equal to 150% of the greater of (i) the highest amount paid or payable to all employees under the 2002 Incentive Compensation Plan during any one of the three fiscal years prior to their termination, and (ii) the highest amount
paid, or that would be payable, under the plan during any of the three fiscal years following their termination. Ms. Baines would also be entitled to a lump sum payment equal to all incentive compensation that Ms. Baines would have been entitled to
under the plan during the three year period following her termination;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the three executives received restricted stock grants of 20,000 shares each, which grants vest in equal, annual installments over ten years beginning June 13, 2002; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the three executives are each subject to a one-year non-competition provision following termination of their employment.
| | - | ------------------------------------------------------------------------------------------------------------------------



The value of the 54,000 unvested shares of restricted stock issued to the above executives is
reflected on the Companys balance sheet as a reduction to stockholders equity. This amount is being amortized to expense over the ten-year restricted period until such shares vest and is accounted for as unearned restricted stock.



Agreements with Pacific Income Advisers, Inc.



On June 13, 2002, the Company entered into a sublease with Pacific Income
Advisers, Inc. (PIA), a company owned by a trust controlled by officers of the Company.



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Under the sublease, the Company leases 5,500 square feet of office space from PIA and pays at a rate equal to PIAs
obligation, currently $45.36 per square foot. The sublease runs through June 30, 2012 unless earlier terminated pursuant to the master lease. During the three months ended March 31, 2004, the Company paid $62,363 in rent to PIA under the sublease
which is included in Other Expenses on the Statements of Operations.



The future minimum lease commitment is as follows:



|                  |  |      |         |      |   |         |  |      |         |            |   |                 |  |   |           |  |   |          
|----------------- |  | ---- | ------- | ---- | - | ------- |  | ---- | ------- | ---------- | - | --------------- |  | - | --------- |  | - | ---------
|Year              |  | 2004 |         | 2005 |   | 2006    |  | 2007 |         | Thereafter |   | TotalCommitment
|Commitment Amount |  | $    | 194,597 |      | $ | 264,660 |  | $    | 272,580 |            | $ | 280,775         |  | $ | 1,209,890 |  | $ | 2,222,502



On October 14, 2002, the Company
entered into an administrative agreement with PIA. Under the administrative agreement, PIA provides administrative services and equipment to the Company in the nature of accounting, human resources, operational support and information technology,
and the Company pays an annual fee of 7 basis points on the first $225 million of stockholder equity and 3.5 basis points thereafter (paid quarterly in advance) for those services. The administrative agreement is for an initial term of one year and
will renew for successive one year terms thereafter unless either party gives notice of termination at least 90 days before the expiration of the then-current annual term. The Company may also terminate the administrative agreement upon 30 days
notice for any reason and immediately if there is a material breach by PIA. Included in Other Expenses on the Statement of Operations are fees of $59,710 paid to PIA in connection with this agreement during the three months ended March
31, 2004. During the three months ended March 31, 2003, the Company paid fees of $42,921 to PIA in connection with this agreement.



Belvedere Trust Mortgage Corporation



On November 3, 2003, the Company formed a wholly-owned subsidiary called Belvedere Trust Mortgage Corporation, or Belvedere Trust. Belvedere Trust was formed as a
qualified REIT subsidiary to acquire and own mortgage loans, with a focus on the high credit-quality jumbo adjustable rate, hybrid and second-lien mortgage markets. Belvedere Trust was also formed with the intent of securitizing the mortgage loans
it acquires and selling mortgage-backed securities in the capital markets. The Company has made an investment of $33 million in Belvedere Trust to capitalize its mortgage operations.



On November 3, 2003, the Company also formed BT Management Company, L.L.C., or BT Management, a Delaware limited liability company that is
owned 50% by the Company, 27.5% by Claus Lund, the Chief Executive Officer of Belvedere Trust, 17.5% by Russell J. Thompson, the Chief Financial Officer of Belvedere Trust, and 5% by Lloyd McAdams, the Companys Chairman and Chief Executive
Officer. BT Management has entered into a management agreement with Belvedere Trust pursuant to which BT Management will manage the day-to-day operations of Belvedere Trust in exchange for an annual base management fee and a quarterly incentive fee.
The annual base management fee is equal to 1.15% of the first $300 million of average net invested assets (as defined in the management agreement), plus 0.85% of the portion above $300 million. The incentive fee for each fiscal quarter is equal to
an amount equal to 20% of the amount of taxable net income of the Company, before incentive compensation, for such quarter in excess of the amount that would produce an annualized return on equity (calculated by multiplying the return on equity for
such fiscal quarter by four) equal to the Ten-Year U.S. Treasury Rate for such fiscal quarter plus 1%.



The 2003 Incentive Compensation Plan requires that the Company pay all amounts earned thereunder each quarter (subject to offset for accrued negative incentive compensation), and the Company will be required to pay a
percentage of such amounts to certain of its executives pursuant to the terms of their employment agreements. For the quarter ended March 31, 2004, eligible employees under the 2002 Incentive Compensation Plan earned no incentive compensation and
carried forward a negative incentive accrual of $58,000.



Certain of the
Companys executive officers serve as officers and directors of Belvedere Trust and officers and managers of BT Management. BT Management has also entered into Employment Agreements with Messrs. Lund and Thompson whereby Mr. Lund serves as the
President of BT Management and Mr. Russell serves as Executive Vice President and Treasurer of BT Management. The terms of the employment contracts are for three years and automatically renew for one year terms unless written notice is provided by
either party ninety days prior to the end of the current term.



Deferred
Compensation Plan



On January 15, 2003, the Company adopted the Anworth
Mortgage Asset Corporation Deferred Compensation Plan (the Deferred Compensation Plan), which permits eligible officers of the Company to defer the payment of all or a portion of their cash compensation in excess of the $1,000,000 annual
limitation on deductible compensation imposed by Section 162(m) of the Code. Under this limitation, compensation paid to our chief executive officer and our four other highest paid officers is not deductible by us for income tax purposes to the
extent the amount paid to any such officer exceeds $1,000,000 in any calendar year, unless such compensation qualifies as performance-based compensation under Section 162(m). The Companys board of directors designates the eligible officers who
may participate in the Deferred Compensation Plan from among the group consisting of the Companys chief executive officer and our other four highest paid officers. To date, the board has designated Lloyd McAdams, our President, Chairman and
Chief Executive Officer, and Joseph McAdams, our Executive Vice President and Chief Investment Officer, as the only officers who may participate in the Deferred Compensation Plan. Each eligible officer becomes a participant in the Deferred
Compensation Plan by making a written election to defer the payment of cash compensation. With certain limited exceptions, the election must be filed with the Company before January 1 of the calendar year in which the compensation will be deferred.
The election is effective for the entire calendar year and may not be terminated or modified for that calendar year. If a participant wishes to defer compensation in a subsequent calendar year, a new deferral election must be made before the January
1 of that year.



Amounts deferred under the Deferred Compensation Plan are not
being paid to the participant as earned, but are credited to a bookkeeping account maintained by the Company in the name of the participant. The balance in the participants account is credited with earnings at a rate of return equal to the
annual dividend yield on the Companys common stock. Each participant is a general unsecured creditor of the Company with respect to all.



NOTE 8.    STOCK OPTION PLAN



The Company has adopted the Anworth Mortgage Asset Corporation 1997 Stock Option and Awards Plan (the Stock Option Plan) which authorizes the grant of options
to purchase, as of March 31, 2004, an aggregate of up to 2,100,000 of the outstanding shares of the Companys common stock. The plan authorizes the Companys Board of Directors, or a committee of the Board of Directors, to grant incentive
stock options (ISOs) as defined under section 422 of the Internal Revenue Code of 1986, as amended, options not so qualified (NQSOs), dividend equivalent rights (DERs) and stock appreciation rights
(SARs). The exercise price for any option granted under the Stock Option Plan may not be less than 100% of the fair market value of the shares of common stock at the time the option is granted. As of March 31, 2004, 691,804 shares
remained available for future issuance under the Stock Option Plan through any combination of stock options or other awards. The share reserve under the Stock Option Plan automatically increases on the first trading day in January each
calendar year by an amount equal to two (2%) percent of the total number of shares of our common stock outstanding on the last trading day of December in the prior calendar year, but in no event will this annual increase exceed



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300,000 shares and in no event will the total number of common stock in the share reserve (as adjusted for all such
annual increases) exceed 3 million shares.



NOTE
9.    HEDGING INSTRUMENTS



In accordance with FAS No.
133, Accounting for Derivative Instruments and Hedging Activities (FAS 133), as amended by FAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities (FAS 138), a
derivative that is designated as a hedge is recognized as an asset/liability and measured at estimated fair value. In order for the Companys interest rate swap agreements (Swap Agreements) to qualify for hedge accounting, upon
entering into the Swap Agreement, the Company must anticipate that the hedge will be highly effective, as defined by FAS 133, in limiting the Companys cost beyond the Swap threshold on its matching (on an aggregate basis)
anticipated repurchase agreements during the active period of the Swap. As long as the hedge remains effective, changes in the estimated fair value of the Swap Agreements are included in other comprehensive income. Upon commencement of the Swap
Agreement active period, the premium paid to enter into the Swap Agreement is amortized and reflected in interest expense. The periodic amortization of the premium expense is based on an estimated allocation of the premium, determined at inception
of the hedge, for the monthly components on an estimated fair value basis. Payments received in connection with the Swap Agreement will be reported as a reduction to interest expense. If it is determined that a Swap Agreement is not effective, the
premium would be reduced and a corresponding charge made to interest expense, for the ineffective portion of the Swap Agreement. The maximum cost related to the Companys Swap Agreements is limited to the original purchase price. In order to
limit credit risk associated with Swap Agreements, the Companys current policy is to only purchase Swap Agreements from financial institutions rated A or better by at least one of the Rating Agencies. Income generated by Swap
Agreements, if any, would be an offset to interest expense on the hedged liabilities.



In order to continue to qualify for and to apply hedge accounting, Swap Agreements are monitored on a quarterly basis to determine whether they continue to be effective or, if prior to the commencement of the active period, whether it is
expected that the Swap will continue to be effective. If during the term of the Swap Agreement, the Company determines that a Swap is not effective or that a Swap is not expected to be effective, the ineffective portion of the Swap will no longer
qualify for hedge accounting and, accordingly, subsequent changes in its estimated fair value will be reflected in earnings.



At March 31, 2004, the Company was a counter-party to Swap Agreements, which are derivative instruments as defined by FAS 133 and FAS 138, with an aggregate notional
amount of $200 million and a maturity of 5 years. The Company utilizes Swap Agreements to manage interest rate risk and does not anticipate entering into derivative transactions for speculative or trading purposes. In accordance with the Swap
Agreement, the Company will pay a fixed rate of interest during the term of the Swap Agreements and receive a payment that varies with the three-month LIBOR rate. At March 31, 2004, there were unrealized gains of $949,000 on the Companys Swap
Agreements.



NOTE 10.    SUBSEQUENT EVENTS



On April 12, 2004, the Company declared a dividend of $0.38 per share
which is payable on May 17, 2004 to holders of record as of the close of business on April 30, 2004. The ex-dividend date was April 28, 2004.



On April 21, 2004, the Company entered into a sales agreement with Cantor Fitzgerald & Co. to sell up to 6.0 million shares of common stock from time to time through
a controlled equity offering program under which Cantor will act as sales agent. Sales of the shares will be made on the New York Stock Exchange by means of ordinary brokers transactions at market prices and through privately negotiated
transactions.



In April 2004, Belvedere Trust Mortgage Corporation acquired
approximately $145 million in residential mortgage loans. It retained these loans, along with $200 million in loans acquired in March 2004. On April 30, 2004 Belvedere Trust Mortgage Corporation completed its second securitization of jumbo hybrid
adjustable-rate mortgages through its subsidiary, Belvedere Trust Finance Corporation. The total amount of the securities underwritten by Countrywide Securities Corporation was approximately $340 million. The Company believes the second
securitization did not qualify for gain under FAS 140.



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ANWORTH MORTGAGE ASSET CORPORATION



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



Cautionary Statement



You should read the following discussion and analysis in conjunction with the financial statements and related notes thereto contained elsewhere in this report. The information contained in this Quarterly Report on
Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this report and in our other reports filed
with the Securities and Exchange Commission, or SEC, including our Annual Report on Form 10-K for the year ended December 31, 2003 and our Registration Statement on Form S-3 filed with the SEC on May 10, 2004, that discuss our business in greater
detail.



This Report contains forward-looking statements. Forward-looking
statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words will,
believe, expect, anticipate, intend, estimate, assume or other similar expressions. You should not rely on our forward-looking statements because the matters they describe are
subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. These forward-looking statements are subject to assumptions that are difficult to predict and to various risks and
uncertainties. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors, some of which are listed under the section Risk Factors. We
undertake no obligation to revise or update publicly any forward-looking statements for any reason.



Critical Accounting Policies



Management has the obligation to ensure that its policies and methodologies are in accordance with generally accepted accounting principles. Management has reviewed and evaluated its critical accounting policies and believes them to be
appropriate.



The preparation of financial statements in accordance with
generally accepted accounting principles requires management to makes estimates and assumptions in certain circumstances that affect amounts reported in the accompanying financial statements. In preparing these financial statements, management has
made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. We do not believe that there is a great likelihood that materially different amounts would be reported related to
accounting policies described below. Nevertheless, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates.



Our accounting policies are described in Note 1 to our financial statements.
Management believes the more significant of these to be as follows:



Revenue Recognition



The most significant source of our
revenue is derived from our investments in mortgage-backed securities. We reflect income using the effective yield method, which, through amortization of premiums and accretion of discounts at an effective yield, recognizes periodic income over the
estimated life of the investment on a constant yield basis, as adjusted for estimated prepayment activity. Management believes our revenue recognition policies are appropriate to reflect the substance of the underlying transactions.



Interest income on our mortgage-backed securities is accrued based on the actual coupon rate
and the outstanding principal amount of the underlying mortgages. Premiums and discounts are amortized or accreted into interest income over the expected lives of the securities using the effective interest yield method adjusted for the effects of
estimated prepayments based on the Statement of Financial Accounting Standards, or SFAS, No. 91, Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases, an amendment
of FASB Statements No. 13, 60, and 65 and a rescission of FASB Statement No. 17. Our policy for estimating prepayments speeds for calculating the effective yield is to evaluate historical performance, street consensus prepayment speeds and current
market conditions. If our estimate of prepayments is incorrect, we may be required to make an adjustment to the amortization or accretion of premiums and discounts that would have an impact on future income.



Valuation of Investment Securities



We carry our investment securities on the balance sheet at fair value. The fair values of
our mortgage-backed securities are generally based on market prices provided by certain dealers who make markets in such securities. The fair values of other marketable securities are obtained from the last reported sale of such securities on its
principal exchange or, if no representative sale is reported, the mean between the closing bid and ask prices. If, in the opinion of management, one or more securities prices reported to us are not reliable or unavailable, management estimates the
fair value based on characteristics of the security it receives from the issuer and available market information. The fair values reported reflect estimates and may not necessarily be indicative of the amounts we could realize in a current market
exchange. Losses on securities classified as available-for-sale which are determined by management to be other than temporary in nature are reclassified from accumulated other comprehensive income to current operations.



Income Taxes



Our financial results do not reflect provisions for current or deferred income taxes.
Management believes that we have and intend to continue to operate in a manner that will continue to allow us to be taxed as a REIT and as a result does not expect to pay substantial corporate level taxes. Many of these requirements, however, are
highly technical and complex. If we were to fail to meet these requirements, we would be subject to federal income tax.



Off-Balance Sheet and Contractual Arrangements



Management has addressed the issues of off-balance sheet contractual obligations and has determined that all such obligations are reflected on the financial statements.
In addition, management has also determined that all reverse repurchase agreements and employment obligations under contract and lease commitments are also fully disclosed on the financial statements.



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General



We were formed in October 1997 to invest primarily in mortgage-related assets, including mortgage pass-through certificates, collateralized mortgage obligations, mortgage
loans and other securities representing interests in, or obligations backed by, pools of mortgage loans which can be readily financed. We commenced operations on March 17, 1998 upon the closing of our initial public offering. Our principal business
objective is to generate net income for distribution to stockholders based upon the spread between the interest income on our mortgage-backed securities and the costs of borrowing to finance our acquisition of mortgage-backed securities.



We are organized for tax purposes as a REIT. Accordingly, we generally distribute
substantially all of our earnings to stockholders without paying federal or state income tax at the corporate level on the distributed earnings. As of March 31, 2004, our qualified REIT assets (real estate assets, as defined in the Code, cash and
cash items and government securities) were greater than 99% of our total assets, as compared to the Code requirement that at least 75% of our total assets must be qualified REIT assets. As of March 31, 2004, greater than 99% of our 2003 revenue
qualified for both the 75% source of income test and the 95% source of income test under the REIT rules. We believe we met all REIT requirements regarding the ownership of our common stock and the distributions of our net income. Therefore, we
believe that we continue to qualify as a REIT under the provisions of the Code.



On November 3, 2003, Belvedere Trust Mortgage Corporation was formed as a qualified REIT subsidiary to acquire and own mortgage loans, with a focus on the high credit-quality jumbo adjustable rate, hybrid and second-lien mortgage markets.
As part of Belvedere Trusts business plan it is the intent to securitize the mortgage loans it acquires and subsequently sell some mortgage-backed securities in the capital markets while retaining other securities in its portfolio. We have
also formed BT Management Company, L.L.C., or BT Management, a Delaware limited liability company that is owned 50% by us, 27.5% by Claus Lund, the Chief Executive Officer of Belvedere Trust, 17.5% by Russell J. Thompson, the Chief Financial Officer
of Belvedere Trust, and 5% by Lloyd McAdams, our Chairman and Chief Executive Officer. BT Management has entered into a management agreement with Belvedere Trust pursuant to which BT Management will manage the day-to-day operations of Belvedere
Trust in exchange for an annual base management fee and a quarterly incentive fee.



Belvedere Trusts business has three components and its success will be dependent on how well it executes each component.



Loan sourcing determines the quality, consistency and volume of loans. Belvedere Trust is in the process of building up a diversified network of loan sellers. Mortgage
loans may be purchased from various suppliers of mortgage-related assets throughout the United States, including savings and loan association, banks, mortgage bankers and other mortgage lenders. It may acquire mortgage loans directly from
originators and from entities holding mortgage loans originated by others.



ARM
loans held for securitization are loans Belvedere Trust has acquired and intends to securitize. Belvedere Trust targets the types and attributes of the mortgage loans it seeks to acquire and hold these mortgage loans until a sufficient quantity has
been accumulated for securitization into high-quality mortgage-backed securities.



Securitization is the process where whole loans are turned into securities with the intent to enhance their value and liquidity. By analyzing collateral, choosing structures and determine the expected optimal time to bring securities to
market, our management believes the securitization process can create value to our stockholders.



Results of Operations



Three Months Ended March 31, 2004 Compared to March 31, 2003



For the three months ended March 31, 2004, our net income was $17,873,000, or $0.41 per diluted share, based on an average of 43,823,000 shares outstanding. For the three months ended March 31, 2003, our net income was $11,822,000, or $0.46
per diluted share, based on an average of 25,926,000 shares outstanding.



Net
interest income for the three months ended March 31, 2004 totaled $20,306,000, or 58% of total interest income, compared to $13,117,000, or 56% of total interest income, for the three months ended March 31, 2003. Net interest income is comprised of
the interest income earned on mortgage investments, net of premium amortization, less interest expense from borrowings and does not include realized capital gains or losses. As a result, of investing the proceeds of our common stock offerings, our
assets and borrowings have increased significantly during the past year. This has resulted in a large increase in our income and interest expense compared to last year.



The increase in net interest income both in absolute terms and as a percentage of total interest income during the three months ended March
31, 2004 compared to the three months ended March 31, 2003 resulted from a decrease in both prepayments speed and cost of borrowings. For the quarter ended March 31, 2004, our mortgage assets paid down at an approximate average annualized constant
prepayment rate (CPR) of 27% compared to 35% for the quarter ended March 31, 2003. As a result, we amortize our premiums over a longer time period. Reverse repurchase borrowings during the quarter ended March 31, 2004 and March 31, 2003
had weighted average cost of 1.52% and 1.76% respectively.



For the three
months ended March 31, 2004, our operating expenses increased in absolute terms to $2,387,000, or 6.8% of total interest income, from $1,947,000, or 8.3% of total interest income, for the three months ended March 31, 2003. This increase was due
primarily to start up costs and commitment fees incurred by our subsidiary, Belvedere Trust.



Financial Condition



At March 31, 2004,
we held mortgage assets of approximately $4.7 billion at amortized cost, consisting primarily of $4.3 billion of adjustable-rate mortgage-backed securities, $27 million of floating rate CMOs and $383 million of fixed-rate mortgage-backed securities.
This amount represents an approximate 11% increase over the $4.25 billion held at December 31, 2003. At March 31, 2004, we were well within our asset allocation guidelines, since 94% of total assets were mortgage-backed securities guaranteed by an
agency of the United States government or a government sponsored entity such as Fannie Mae or Freddie Mac. Of the adjustable-rate mortgage-backed securities owned by us, 32% were adjustable-rate pass-through certificates whose coupons reset within
one year. The remaining 68% consisted of 51% of 3/1 hybrid adjustable-rate mortgage-backed securities and approximately 17% invested in 5/1 hybrid adjustable-rate mortgage-backed securities. Hybrid adjustable-rate mortgage-backed securities have an
initial interest rate that is fixed for a certain period, usually three to five years, and thereafter adjust annually for the remainder of the term of the loan.



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The following table presents a schedule of agency mortgage-backed securities at fair value owned at March 31, 2004 and
December 31, 2003, classified by type of issuer (dollar amounts in thousands):



|                                        |  |                   |           |                     |                      |   |            |   |                     |  |      |  
|--------------------------------------- |  | ----------------- | --------- | ------------------- | -------------------- | - | ---------- | - | ------------------- |  | ---- | -
|                                        |  | At March 31, 2004 |           |                     | At December 31, 2003 |  
|Agency                                  |  | Fair Value        |           | PortfolioPercentage |                      |   | Fair Value |   | PortfolioPercentage | 
|FNMA                                    |  | $                 | 3,393,369 |                     | 73.0                 | % |            | $ | 2,984,941           |  | 70.3 | %
|FHLMC                                   |  |                   | 1,074,863 |                     | 23.1                 | % |            |   | 1,059,517           |  | 25.0 | %
|GNMA                                    |  |                   | 183,389   |                     | 3.9                  | % |            |   | 201,395             |  | 4.7  | %
|                                        |  |                   |           |                     |                      |   |            |   |                     |  |      |  
|Total Agency Mortgage-backed Securities |  | $                 | 4,651,621 |                     | 100                  | % |            | $ | 4,245,853           |  | 100  | %
|                                        |  |                   |           |                     |                      |   |            |   |                     |  |      |  



The following table classifies our
portfolio of agency mortgage-backed securities owned at March 31, 2004 and December 31, 2003, by type of interest rate index (dollar amounts in thousands):



|                                        |  |                   |           |                     |                      |   |            |   |                     |  |      |  
|--------------------------------------- |  | ----------------- | --------- | ------------------- | -------------------- | - | ---------- | - | ------------------- |  | ---- | -
|                                        |  | At March 31, 2004 |           |                     | At December 31, 2003 |  
|Index                                   |  | Fair Value        |           | PortfolioPercentage |                      |   | Fair Value |   | PortfolioPercentage | 
|One-month LIBOR                         |  | $                 | 26,969    |                     | 0.6                  | % |            | $ | 30,184              |  | 0.7  | %
|Six-month LIBOR                         |  |                   | 16,002    |                     | 0.3                  | % |            |   | 17,131              |  | 0.4  | %
|One-year LIBOR                          |  |                   | 1,763,149 |                     | 37.9                 | % |            |   | 1,439,064           |  | 33.9 | %
|Six-month Certificate of Deposit        |  |                   | 8,137     |                     | 0.2                  | % |            |   | 8,831               |  | 0.2  | %
|Six-month Constant Maturity Treasury    |  |                   | 1,846     |                     | 0                    | % |            |   | 1,874               |  | 0    | %
|One-year Constant Maturity Treasury     |  |                   | 2,353,366 |                     | 50.6                 | % |            |   | 2,241,179           |  | 52.8 | %
|Cost of Funds Index                     |  |                   | 99,784    |                     | 2.2                  | % |            |   | 105,854             |  | 2.5  | %
|Fixed-rate                              |  |                   | 382,368   |                     | 8.2                  | % |            |   | 401,736             |  | 9.5  | %
|                                        |  |                   |           |                     |                      |   |            |   |                     |  |      |  
|Total Agency Mortgage-backed Securities |  | $                 | 4,651,621 |                     | 100                  | % |            | $ | 4,245,853           |  | 100  | %
|                                        |  |                   |           |                     |                      |   |            |   |                     |  |      |  



The fair values indicated do not
include interest earned but not yet paid. With respect to our hybrid ARMs, the fair value of these securities appears on the line associated with the index based on which the security will eventually reset, once the initial fixed interest rate
period has expired.



Our mortgage-backed securities portfolio had a weighted
average coupon of 4.3% as of March 31, 2004. The average coupon of the adjustable-rate securities was 4.08%, the hybrid average coupon was 4.28%, the CMO floaters average coupon was 1.91% and the average coupon of the fixed-rate securities was
5.47%.



At March 31, 2004, the unamortized net premium paid for our
mortgage-backed securities was $126 million.



We analyze our mortgage-backed
securities and the extent to which prepayments impact the yield of the securities. When the rate of prepayments exceeds expectations, we amortize the premiums paid on mortgage assets over a shorter time period, resulting in a reduced yield to
maturity on our mortgage assets. Conversely, if actual prepayments are less than the assumed constant prepayment rate, the premium would be amortized over a longer time period, resulting in a higher yield to maturity.



As of March 31, 2004, the average amortized cost of our mortgage-related assets was 102.81%,
the average amortized cost of the adjustable-rate securities was 102.81% and the average amortized cost of the fixed-rate securities was 102.81%. As of March 31, 2004, the average interest rate on outstanding repurchase agreements was 1.46% and the
average days to maturity was 248 days. After adjusting for interest rate swap transactions, the average interest rate on outstanding repurchase agreements was 1.55% and the average days to maturity was 324 days.



At March 31, 2004, Belvedere Trust owned $201.9 million in loans held for securitization.
This figure includes the face amount of the mortgages, as well as accrued interest, premium and mark-to-market adjustments. The loans consisted of adjustable rate single-family residential mortgages with initial fixed-rate periods of three and seven
years. These loans were subsequently securitized on April 30, 2004.



Hedging



We periodically enter into derivative transactions, in the form of
forward purchase commitments and interest rate swaps, which are intended to hedge our exposure to rising rates on funds borrowed to finance our investments in securities. We designate these transactions as cash flow hedges. We also enter into
derivative transactions, in the form of forward purchase commitments, which are not designated as hedges. To the extent that the Company enters into hedging transactions to reduce its interest rate risk on indebtedness incurred to acquire or carry
real estate assets, any income or gain from the disposition of hedging transactions should be qualifying income for purposes of the 95% gross income test, but not the 75% gross income test.



As part of our asset/liability management policy, we may enter into hedging agreements such
as interest rate caps, floors or swaps. These agreements would be entered into to try to reduce interest rate risk and would be designed to provide us with income and capital appreciation in the event of certain changes in interest rates. We review
the need for hedging agreements on a regular basis consistent with our capital investment policy. At March 31, 2004, the Company was a counter-party to swap agreements, which are derivative instruments as defined by FAS 133 and FAS 138, with an
aggregate notional amount of $200 million and a maturity of 5 years. The Company utilizes swap agreements to manage interest rate risk and does not anticipate entering into derivative transactions for speculative or trading purposes. In accordance
with the swap agreements, the Company will pay a fixed rate of interest during the term of the swap agreements and receive a payment that varies with the three-month LIBOR rate. At March 31, 2004, there were unrealized gains of $949,000 on the
Companys swap agreements.



During the quarter ended March 31, 2004, we
also entered into Eurodollar transactions in order to mitigate the impact of rising interest rates on planned securitization funding. There is usually a time difference between the date we enter into an agreement to purchase whole loans and the date
on which we fix the interest rates paid for securitization financing. We are exposed to interest rate fluctuations during this period. In order to mitigate this risk, we hedge our position using Eurodollar futures. Once the financing rates on the
securitization are fixed, we remove the hedge positions. In accordance with FAS 140, we account for the change in value of the loans,



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and the commitments to purchase loans, and the change in value of the hedge instruments. The difference between these
changes in value is included in income during the current period. The Company recognized losses of $203,000 on Eurodollar futures contracts during the period ended March 31, 2004.



Liquidity and Capital Resources



Our primary source of funds consists of repurchase agreements, which totaled $4.1 billion at March 31, 2004. Our other significant source of funds for the three months
ended March 31, 2004 consisted of payments of principal from our mortgage securities portfolio in the amount of $333 million.



As of March 31, 2004, all of our repurchase agreements were fixed-rate term repurchase agreements with original maturities ranging from three to twenty-four months. On
March 31, 2004, we had borrowing arrangements with 16 different financial institutions and had borrowed funds under repurchase agreements with 14 of these firms. Because we borrow money based on the fair value of our mortgage-backed securities and
because increases in short-term interest rates can negatively impact the valuation of mortgage-backed securities, our borrowing ability could be limited and lenders may initiate margin calls in the event short-term interest rates increase or the
value of our mortgage-backed securities declines for other reasons. During the quarter ended March 31, 2004, we had adequate cash flow, liquid assets and unpledged collateral with which to meet our margin requirements during the period.



In the future, we expect that our primary sources of funds will continue to consist of
borrowed funds under repurchase agreement transactions with one to twenty-four month maturities and of monthly payments of principal and interest on our mortgage-backed securities portfolio. Our liquid assets generally consist of unpledged
mortgage-backed securities, cash and cash equivalents.



From time to time, we
raise additional equity depending upon market conditions and other factors. We also intend to raise additional equity through the issuance of capital stock as described in our registration statement on Form S-3 that was initially declared effective
by the Securities and Exchange Commission in September 2002. The registration statement was subsequently amended and the post-effective amendment was declared effective in January 2003. We completed public offerings pursuant to that registration
statement in May 2003 and August 2003 that raised approximately $113.6 million in net proceeds.



In December 2002, we entered into a sales agreement with Cantor Fitzgerald & Co. to sell up to 4.8 million shares of common stock from time to time through a controlled equity offering program under which Cantor
acts as sales agent. Sales of the shares have been made on the American Stock Exchange and more recently on the New York Stock Exchange by means of ordinary brokers transactions at market prices and through privately negotiated transactions.
Prior to termination of the program on November 24, 2003, we sold all 4.8 million shares available under the program, which provided net proceeds to us of approximately $63.3 million. The sales agent received an aggregate of approximately $1.1
million, which represents a commission of 1.8% on the gross sales price per share under the sales agreement.



For the three months ended March 31, 2004, we had raised approximately $21 million in capital under our Dividend Reinvestment and Stock Purchase Plan.



As of March 31, 2004, we had entered into commitments to purchase mortgage loans in the amount of $185 million. Of this amount,
approximately $150 million in mortgages were acquired in April and subsequently securitized on April 30, 2004. The remaining $35 million in mortgages are scheduled to be acquired in May 2004.



We have entered into a whole loan lending facility which provides for up to $350 million in
financing secured by single family mortgage loans. At March 31, 2004, we had borrowed $188.5 million under this facility, secured by $201.9 million in mortgage loans held for securitization.



|           |  |                   |        |                     |                     |   |           |   |                     |  |   |  
|---------- |  | ----------------- | ------ | ------------------- | ------------------- | - | --------- | - | ------------------- |  | - | -
|           |  | At March 31, 2004 |        |                     | At December 31,2003 |  
|           |  | FairValue         |        | PortfolioPercentage |                     |   | FairValue |   | PortfolioPercentage | 
|Non-Agency |  | $                 | 63,618 |                     | 100.0               | % |           | $ |                    |  | 0 | %



Stockholders Equity



We use available-for-sale treatment for our mortgage-backed securities.
These assets are carried on the balance sheet at fair value rather than historical amortized cost. Based upon such available-for-sale treatment, our equity base at March 31, 2004 was $511 million, or $11.55 per share, which includes the $0.38 per
share dividend declared on April 12, 2004.



With our available-for-sale
accounting treatment, unrealized fluctuations in fair values of assets do not impact GAAP income or taxable income but rather are reflected on the balance sheet by changing the carrying value of the asset and reflecting the change in
stockholders equity under Accumulated other comprehensive income, unrealized gain (loss) on available-for-sale securities.



As a result of this mark-to-market accounting treatment, our book value and book value per share are likely to fluctuate far more than if we used historical amortized
cost accounting. As a result, comparisons with companies that use historical cost accounting for some or all of their balance sheet may not be meaningful.



Unrealized changes in the fair value of mortgage-backed securities have one significant and direct effect on our potential earnings and dividends: positive mark-to-market
changes will increase our equity base and allow us to increase our borrowing capacity while negative changes will tend to limit borrowing capacity under our capital investment policy. A very large negative change in the net market value of our
mortgage-backed securities might reduce our liquidity, requiring us to sell assets with the likely result of realized losses upon sale. Accumulated other comprehensive income, unrealized loss on available-for-sale securities was $7.0
million, or 0.15% of the amortized cost of mortgage-backed securities at March 31, 2004.



Subsequent Events



On April 12, 2004,
we declared a dividend of $0.38 per share which is payable on May 17, 2004 to holders of record as of the close of business on April 30, 2004. The ex-dividend date was April 28, 2004.



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On April 21, 2004, we entered into a sales agreement with Cantor Fitzgerald & Co. to sell up to 6.0 million shares of
common stock from time to time through a controlled equity offering program under which Cantor will act as sales agent. Sales of the shares will be made on the New York Stock Exchange by means of ordinary brokers transactions at market prices
and through privately negotiated transactions.



In April 2004, Belvedere Trust
acquired approximately $145 million in residential mortgage loans. Belvedere Trust retained those loans, along with $200 million in loans acquired in March 2004. On April 30, 2004 Belvedere Trust completed its second securitization of jumbo hybrid
adjustable-rate mortgages through its subsidiary, Belvedere Trust Finance Corporation. The total amount of the securities underwritten by Countrywide Securities Corporation was approximately $340 million.



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RISK FACTORS



An investment in our stock involves a number of risks. Before making a decision to purchase our securities, you should carefully consider
all of the risks described in this quarterly report. If any of the risks discussed in this quarterly report actually occur, our business, financial condition and results of operations could be materially adversely affected. If this were to occur,
the trading price of our securities could decline significantly and you may lose all or part of your investment.



Risk Related to Our Business



Interest rate mismatches between our adjustable-rate mortgage-backed securities and our borrowings used to fund our purchases of the assets may reduce our income during periods of changing interest rates.



We fund most of our acquisitions of adjustable-rate mortgage-backed
securities with borrowings that have interest rates based on indices and repricing terms similar to, but of shorter maturities than, the interest rate indices and repricing terms of our mortgage-backed securities. Accordingly, if short-term interest
rates increase, this may adversely affect our profitability.



Most of the
mortgage-backed securities we acquire are adjustable-rate securities. This means that their interest rates may vary over time based upon changes in a short-term interest rate index. Therefore, in most cases the interest rate indices and repricing
terms of the mortgage-backed securities that we acquire and their funding sources will not be identical, thereby creating an interest rate mismatch between assets and liabilities. While the historical spread between relevant short-term interest rate
indices has been relatively stable, there have been periods when the spread between these indices was volatile. During periods of changing interest rates, these mismatches could reduce our net income, dividend yield and the market price of our
stock.



The interest rates on our borrowings generally adjust more frequently
than the interest rates on our adjustable-rate mortgage-backed securities. For example, on March 31, 2004, our adjustable-rate mortgage-backed securities had a weighted average term to next rate adjustment of approximately 23 months, while our
borrowings had a weighted average term to next rate adjustment of 248 days. Accordingly, in a period of rising interest rates, we could experience a decrease in net income or a net loss because the interest rates on our borrowings adjust faster than
the interest rates on our adjustable-rate mortgage-backed securities.



We
may experience reduced net interest income from holding fixed-rate investments during periods of rising interest rates.



We generally fund our acquisition of fixed-rate mortgage-backed securities with short-term borrowings. During periods of rising interest rates, our costs associated with
borrowings used to fund acquisition of fixed-rate assets are subject to increases while the income we earn from these assets remains substantially fixed. This reduces or could eliminate the net interest spread between the fixed-rate mortgage-backed
securities that we purchase and our borrowings used to purchase them, which could lower our net interest income or cause us to suffer a loss. On March 31, 2004, 8.2% of our mortgage-backed securities were fixed-rate securities.



Increased levels of prepayments from mortgage-backed securities may decrease our net
interest income.



Pools of mortgage loans underlie the mortgage-backed
securities that we acquire. We generally receive payments from principal payments that are made on these underlying mortgage loans. When borrowers prepay their mortgage loans faster than expected, this results in prepayments that are faster than
expected on the mortgage-backed securities. Faster than expected prepayments could adversely affect our profitability, including in the following ways:



| |  | We usually purchase mortgage-backed securities that have a higher interest rate than the market interest rate at the time. In exchange for this higher interest rate, we pay a
premium over the par value to acquire the security. In accordance with accounting rules, we amortize this premium over the term of the mortgage-backed security. If the mortgage-backed security is prepaid in whole or in part prior to its maturity
date, however, we expense the premium that was prepaid at the time of the prepayment. On March 31, 2004, substantially all of our mortgage-backed securities were acquired at a premium.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We anticipate that a substantial portion of our adjustable-rate mortgage-backed securities may bear interest rates that are lower than their fully indexed rates, which are
equivalent to the applicable index rate plus a margin. If an adjustable-rate mortgage-backed security is prepaid prior to or soon after the time of adjustment to a fully-indexed rate, we will have held that mortgage-backed security while it was less
profitable and lost the opportunity to receive interest at the fully indexed rate over the remainder of its expected life.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | If we are unable to acquire new mortgage-backed securities similar to the prepaid mortgage-backed securities, our financial condition, results of operation and cash flow would
suffer.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Prepayment rates generally increase when interest rates
fall and decrease when interest rates rise, but changes in prepayment rates are difficult to predict. Prepayment rates also may be affected by conditions in the housing and financial markets, general economic conditions and the relative interest
rates on fixed-rate and adjustable-rate mortgage loans.



While we seek to
minimize prepayment risk to the extent practical, in selecting investments we must balance prepayment risk against other risks and the potential returns of each investment. No strategy can completely insulate us from prepayment risk.



Our officers devote a portion of their time to another company in capacities that could
create conflicts of interest that may adversely affect our investment opportunities; this lack of a full-time commitment could also adversely affect our operating results.



Lloyd McAdams, Joseph E. McAdams, Bistra Pashamova and other of our officers and employees are officers and employees of Pacific Income
Advisers, Inc., or PIA, where they devote a portion of their time. These officers and employees are under no contractual obligations mandating minimum amounts of time to be devoted to our company. In addition, a trust controlled by Lloyd McAdams and
Heather U. Baines is the principal stockholder of PIA.



These officers and
employees are involved in investing both our assets and approximately $4.3 billion in mortgage-backed securities and other fixed income assets for institutional clients and individual investors through PIA. These multiple responsibilities and
ownerships may create conflicts of interest if these officers and employees of our company are presented with opportunities that may benefit both us and the clients of PIA. These officers allocate investments among our portfolio and the clients



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of PIA by determining the entity or account for which the investment is most suitable. In making this determination,
these officers consider the investment strategy and guidelines of each entity or account with respect to acquisition of assets, leverage, liquidity and other factors that our officers determine appropriate. These officers, however, have no
obligation to make any specific investment opportunities available to us and the above mentioned conflicts of interest may result in decisions or allocations of securities that are not in our best interests.



Several of our officers and employees are also directors, officers and managers of BT
Management Company, L.L.C., the company that manages the day-to-day operations of Belvedere Trust Mortgage Corporation, our newly formed mortgage loan subsidiary, and Lloyd McAdams is also an owner and officer of Syndicated Capital, a registered
broker-dealer. Our officers service to PIA, BT Management Company, L.L.C. and Syndicated Capital allow them to spend only part of their time and effort managing our company as they are required to devote a portion of their time and effort to the
management of other companies and this may adversely affect our overall management and operating results.



We may incur increased borrowing costs related to repurchase agreements and that would adversely affect our profitability.



Currently, all of our borrowings are collateralized borrowings in the form of repurchase and warehouse agreements. If the interest rates on
these repurchase agreements increase, that would adversely affect our profitability.



Our borrowing costs under repurchase agreements generally correspond to short-term interest rates such as LIBOR or a short-term Treasury index, plus or minus a margin. The margins on these borrowings over or under short-term interest rates
may vary depending upon:



| |  | the movement of interest rates;
| | - | -------------------------------



| |  | the availability of financing in the market; and
| | - | ------------------------------------------------



| |  | the value and liquidity of our mortgage-backed securities.
| | - | ----------------------------------------------------------



Interest rate caps on our adjustable-rate mortgage-backed securities may reduce our income or cause us to suffer a loss during periods of rising interest rates.



Our adjustable-rate mortgage-backed securities are subject to
periodic and lifetime interest rate caps. Periodic interest rate caps limit the amount an interest rate can increase during any given period. Lifetime interest rate caps limit the amount an interest rate can increase through maturity of a
mortgage-backed security. Our borrowings are not subject to similar restrictions. Accordingly, in a period of rapidly increasing interest rates, the interest rates paid on our borrowings could increase without limitation while interest rate caps
would limit the interest rates on our adjustable-rate mortgage-backed securities. This problem is magnified for our adjustable-rate mortgage-backed securities that are not fully indexed. Further, some adjustable-rate mortgage-backed securities may
be subject to periodic payment caps that result in a portion of the interest being deferred and added to the principal outstanding. As a result, we could receive less cash income on adjustable-rate mortgage-backed securities than we need to pay
interest on our related borrowings. These factors could lower our net interest income or cause us to suffer a loss during periods of rising interest rates. On March 31, 2004, approximately 91.8% of our mortgage-backed securities were adjustable-rate
securities.



Our leveraging strategy increases the risks of our
operations.



We generally borrow between eight and twelve times the
amount of our equity, although our borrowings may at times be above or below this amount. We incur this leverage by borrowing against a substantial portion of the market value of our mortgage-backed securities. Use of leverage can enhance our
investment returns. Leverage, however, also increases risks. In the following ways, the use of leverage increases our risk of loss and may reduce our net income by increasing the risks associated with other risk factors, including a decline in the
market value of our mortgage-backed securities or a default of a mortgage-related asset:



| |  | The use of leverage increases our risk of loss resulting from various factors including rising interest rates, increased interest rate volatility, downturns in the economy and
reductions in the availability of financing or deteriorations in the conditions of any of our mortgage-related assets.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | A majority of our borrowings are secured by our mortgage-backed securities, generally under repurchase agreements. A decline in the market value of the mortgage-backed securities
used to secure these debt obligations could limit our ability to borrow or result in lenders requiring us to pledge additional collateral to secure our borrowings. In that situation, we could be required to sell mortgage-backed securities under
adverse market conditions in order to obtain the additional collateral required by the lender. If these sales are made at prices lower than the carrying value of the mortgage-backed securities, we would experience losses.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | A default of a mortgage-related asset that constitutes collateral for a loan could also result in an involuntary liquidation of the mortgage-related asset. This would result in a
loss to us of the difference between the value of the mortgage-related asset upon liquidation and the amount borrowed against the mortgage-related asset.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | To the extent we are compelled to liquidate qualified REIT assets to repay debts, our compliance with the REIT rules regarding our assets and our sources of income could be
affected, which could jeopardize our status as a REIT. Losing our REIT status would cause us to lose tax advantages applicable to REITs and may decrease our overall profitability and distributions to our stockholders.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We have not extensively used derivatives to mitigate our
interest rate and prepayment risks and this leaves us exposed to certain risks.



Our policies permit us to enter into interest rate swaps, caps and floors and other derivative transactions to help us reduce our interest rate and prepayment risks described above. We have made limited use of these
types of instruments as discussed under Hedging above. This strategy saves us the additional costs of such hedging transactions, but it leaves us exposed to the types of risks that such hedging transactions would be designed to reduce.
If we decide to enter into additional derivative transactions in the future, these transactions may mitigate our interest rate and prepayment risks but cannot eliminate these risks. Additionally, the use of derivative transactions could have a
negative impact on our earnings.



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An increase in interest rates may adversely affect our book value.



Increases in interest rates may negatively affect the market value of our mortgage-related
assets. Our fixed-rate securities are generally more negatively affected by these increases. In accordance with accounting rules, we reduce our book value by the amount of any decrease in the market value of our mortgage-related assets. Losses on
securities classified as available-for sale which are determined by management to be other than temporary in nature are reclassified from accumulated other comprehensive income to current operations.



We may invest in leveraged mortgage derivative securities that generally experience
greater volatility in market prices, thus exposing us to greater risk with respect to their rate of return.



We may acquire leveraged mortgage derivative securities that may expose us to a high level of interest rate risk. The characteristics of leveraged mortgage derivative
securities result in greater volatility in their market prices. Thus, acquisition of leveraged mortgage derivative securities would expose us to the risk of greater price volatility in our portfolio and that could adversely affect our net income and
overall profitability.



We depend on borrowings to purchase
mortgage-related assets and reach our desired amount of leverage. If we fail to obtain or renew sufficient funding on favorable terms, we will be limited in our ability to acquire mortgage-related assets and our earnings and profitability would
decline.



We depend on short-term borrowings to fund acquisitions of
mortgage-related assets and reach our desired amount of leverage. Accordingly, our ability to achieve our investment and leverage objectives depends on our ability to borrow money in sufficient amounts and on favorable terms. In addition, we must be
able to renew or replace our maturing short-term borrowings on a continuous basis. Moreover, we depend on a limited number of lenders to provide the primary credit facilities for our purchases of mortgage-related assets.



If we cannot renew or replace maturing borrowings, we may have to sell our mortgage-related
assets under adverse market conditions and may incur permanent capital losses as a result. Any number of these factors in combination may cause difficulties for us, including a possible liquidation of a major portion of our portfolio at
disadvantageous prices with consequent losses, which may render us insolvent.



Possible market developments could cause our lenders to require us to pledge additional assets as collateral. If our assets are insufficient to meet the collateral requirements, then we may be compelled to liquidate particular assets
at an inopportune time.



Possible market developments, including a
sharp rise in interest rates, a change in prepayment rates or increasing market concern about the value or liquidity of one or more types of mortgage-related assets in which our portfolio is concentrated, may reduce the market value of our
portfolio, which may cause our lenders to require additional collateral. This requirement for additional collateral may compel us to liquidate our assets at a disadvantageous time, thus adversely affecting our operating results and net
profitability.



Our use of repurchase agreements to borrow funds may give
our lenders greater rights in the event that either we or a lender files for bankruptcy.



Our borrowings under repurchase agreements may qualify for special treatment under the bankruptcy code, giving our lenders the ability to avoid the automatic stay provisions of the bankruptcy code and to take
possession of and liquidate our collateral under the repurchase agreements without delay in the event that we file for bankruptcy. Furthermore, the special treatment of repurchase agreements under the bankruptcy code may make it difficult for us to
recover our pledged assets in the event that a lender files for bankruptcy. Thus, the use of repurchase agreements exposes our pledged assets to risk in the event of a bankruptcy filing by either a lender or us.



Because assets we acquire may experience periods of illiquidity, we may lose profits or
be prevented from earning capital gains if we cannot sell mortgage-related assets at an opportune time.



We bear the risk of being unable to dispose of our mortgage-related assets at advantageous times or in a timely manner because mortgage-related assets generally
experience periods of illiquidity. The lack of liquidity may result from the absence of a willing buyer or an established market for these assets, as well as legal or contractual restrictions on resale. As a result, the illiquidity of
mortgage-related assets may cause us to lose profits and the ability to earn capital gains.



We depend on our key personnel and the loss of any of our key personnel could severely and detrimentally affect our operations.



We depend on the diligence, experience and skill of our officers and other employees for the selection, structuring and monitoring of our
mortgage-related assets and associated borrowings. Our key officers include Lloyd McAdams, President, Chairman and Chief Executive Officer, Joseph E. McAdams, Chief Investment Officer, Executive Vice President and Director, Thad Brown, Chief
Financial Officer, and Bistra Pashamova, Vice President. Our dependence on our key personnel is heightened by the fact that we have a relatively small number of employees, and the loss of any key person could harm our entire business, financial
condition, cash flow and results of operations. In particular, the loss of the services of Lloyd McAdams or Joseph E. McAdams could seriously harm our business.



Our board of directors may change our operating policies and strategies without prior notice or stockholder approval and such changes could harm our business,
results of operation and stock price.



Our board of directors can
modify or waive our current operating policies and our strategies without prior notice and without stockholder approval. We cannot predict the effect any changes to our current operating policies and strategies may have on our business, operating
results and stock price, however, the effects may be adverse.



Our
incentive compensation plan may create an incentive to increase the risk of our mortgage portfolio in an attempt to increase compensation.



In addition to their base salaries, management and key employees are eligible to earn incentive compensation for each fiscal year pursuant to our incentive compensation
plan. Under the plan, the aggregate amount of compensation that may be earned by all employees equals a percentage of taxable net income, before incentive compensation, in excess of the amount that would produce an annualized return on average net
worth equal to the ten-year US Treasury Rate plus 1%. In any fiscal quarter in which our taxable net income is an amount less than the amount necessary to earn this threshold return, we calculate negative incentive compensation



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for that fiscal quarter which will be carried forward and will offset future incentive compensation earned under the plan, but only with respect to those
participants who were participants during the fiscal quarter(s) in which negative incentive compensation was generated. Although negative incentive compensation is used to offset future incentive compensation, as our management evaluates different
mortgage-backed securities for our investment, there is a risk that management will cause us to assume more risk than is prudent.



Competition may prevent us from acquiring mortgage-related assets at favorable yields and that would negatively impact our profitability.



Our net income largely depends on our ability to acquire mortgage-related assets at
favorable spreads over our borrowing costs. In acquiring mortgage-related assets, we compete with other REITs, investment banking firms, savings and loan associations, banks, insurance companies, mutual funds, other lenders and other entities that
purchase mortgage-related assets, many of which have greater financial resources than us. As a result, we may not in the future be able to acquire sufficient mortgage-related assets at favorable spreads over our borrowing costs. If that occurs, our
profitability will be harmed.



Our investment policy involves
risks associated with the credit quality of our investments. If the credit quality of our investments declines or if there are defaults on the investments we make, our profitability may decline and we may suffer losses.



Our mortgage-backed securities have primarily been agency certificates that, although not
rated, carry an implied AAA rating. Agency certificates are mortgage-backed securities where either Freddie Mac or Fannie Mae guarantees payments of principal or interest on the certificates. Freddie Mac and Fannie Mae are
government-sponsored enterprises and securities guaranteed by these entities are not guaranteed by the United States government. Our capital investment policy, however, provides us with the ability to acquire a material amount of lower credit
quality mortgage-backed securities. If we acquire mortgage-backed securities of lower credit quality, our profitability may decline and we may incur losses if there are defaults on the mortgages backing those securities or if the rating agencies
downgrade the credit quality of those securities or the securities of Fannie Mae and Freddie Mac.



We have not previously engaged in the business of acquiring and securitizing whole mortgage loans and we may not be successful.



We recently formed a new subsidiary called Belvedere Trust Mortgage Corporation, or Belvedere Trust, to engage in the business of acquiring
and securitizing whole mortgage loans. Although we hired a management team that we believe has appropriate experience managing the acquisition and securitization of whole loans, we have never engaged in this particular business and we may not be
successful. The acquisition of whole loans and the securitization process are inherently complex and involve risks related to the types of mortgages we seek to acquire, interest rate changes, funding sources, delinquency rates, borrower bankruptcies
and other factors that we may not be able to manage. Our failure to manage these and other risks could have a material adverse affect on our business and results of operations.



Belvedere Trusts investment strategy of acquiring, accumulating and securitizing loans involves credit risk.



While Belvedere Trust intends to securitize the loans that it acquires into high quality
assets in order to achieve better financing rates and to improve its access to financing, it bears the risk of loss on any loans that its acquires or originates and which it subsequently securitizes. Belvedere Trust acquires loans that are not
credit enhanced and that do not have the backing of Fannie Mae or Freddie Mac. Accordingly, it is subject to risks of borrower default, bankruptcy and special hazard losses (such as those occurring from earthquakes) with respect to those loans to
the extent that there is any deficiency between the value of the mortgage collateral and insurance and the principal amount of the loan. In the event of a default on any such loans that it holds, Belvedere Trust would bear the loss of principal
between the value of the mortgaged property and the outstanding indebtedness, as well as the loss of interest. The Company has not established any limits upon the geographic concentration or the credit quality of suppliers of the mortgage-related
assets that we acquire.



Belvedere Trust requires a significant amount of
cash, and if it is not available, the business and financial performance of Belvedere Trust will be significantly harmed.



Belvedere Trust requires substantial cash to fund its loan acquisitions, to pay its loan acquisition expenses and to hold its loans pending sale or securitization.
Belvedere Trust also needs cash to meet its working capital and other needs. Pending sale or securitization of a pool of mortgage loans, Belvedere Trust acquires mortgage loans that it expects to finance through borrowings from warehouse lines of
credit and repurchase facilities. It is possible that Belvedere Trusts warehouse lenders could experience changes in their ability to advance funds to Belvedere Trust, independent of the performance of Belvedere Trust or its loans. We
anticipate that Belvedere Trusts repurchase facilities will be dependent on the ability of counter-parties to re-sell Belvedere Trusts obligations to third parties. If there is a disruption of the repurchase market generally, or if one
of Belvedere Trusts counter-parties is itself unable to access the repurchase market, Belvedere Trusts access to this source of liquidity could be adversely affected. Cash could also be required to meet margin calls under the terms of
Belvedere Trusts borrowings in the event that there is a decline in the market value of the loans that collateralize its debt, the terms of short-term debt become less attractive, or for other reasons. Any of these events would have a material
adverse affect on Belvedere Trust.



For some period of time, Belvedere Trust
will use the proceeds of our investments in it to meet its operating expenses as it acquires new loans for its portfolio. We have invested $33 million in Belvedere Trust to capitalize its mortgage operations. If Belvedere Trust fully invests all of
the proceeds of our investments in it prior to the point at which Belvedere Trust generates sufficient cash for it to fund its operations, if it ever does, then Belvedere Trust will need to either restructure the securities supporting its portfolio,
require additional capital from us or third parties or, if it is unable to sell additional securities on reasonable terms or at all, it will need to either reduce its acquisition business or sell a higher portion of its loans. In the event that
Belvedere Trusts liquidity needs exceed its access to liquidity, it may need to sell assets at an inopportune time, thus reducing its earnings. Adverse cash flow could threaten Belvedere Trusts ability to maintain its solvency or to
satisfy the income and asset tests necessary to elect and maintain REIT status.



The use of securitizations with over-collateralization requirements may have a negative impact on Belvedere Trusts cash flow.



Belvedere Trust expects that its securitizations will restrict its cash flow if the loan delinquencies exceed certain levels. The terms of its securitizations generally
provide that, if certain delinquencies and/or losses exceed the specified levels based on rating agencies (or the financial guaranty insurers, if applicable) analysis of the characteristics of the loans pledged to collateralize the
securities, the required level of over-collateralization may be increased or may be prevented from decreasing as would otherwise be permitted if losses and/or delinquencies did not exceed those levels. Other tests (based on delinquency levels or
other criteria) may restrict Belvedere Trusts ability to receive net interest income from a securitization transaction. We cannot assure you that the performance tests will be satisfied. Failure to satisfy performance tests may materially and
adversely affect the availability of net excess income to Belvedere Trust.



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The success of Belvedere Trusts loan business will depend upon its ability to ensure that loans to be held in
its securitizations are serviced effectively.



The success of
Belvedere Trusts mortgage loan business will depend to a great degree upon its ability to ensure that its loans held for securitization are serviced effectively. In general, it is the intention of Belvedere Trust to acquire loans
servicing retained, where the loans will be serviced by the originating or selling institution. Belvedere Trust has no experience servicing a portfolio of loans. If Belvedere Trust is required to purchase the servicing of a loan
portfolio in order to acquire a portfolio with desirable attributes, Belvedere Trust will be required to implement a servicing function or contract with a third party to service the loans in order for Belvedere Trust to implement its strategy. We
cannot assure you that Belvedere Trust will be able to service the loans or effectively supervise a sub-servicing relationship according to industry standards. Failure to service the loans properly will harm Belvedere Trusts business and
operating results. Prior to either building the servicing capabilities that Belvedere Trust may require or acquiring an existing servicing operation that has such capabilities, if ever, Belvedere Trust anticipates contracting with an experienced
servicer of non-conforming loans to sub-service its loans. The fees paid to a subservicer will reduce to a certain extent the revenue Belvedere Trust is able to retain from its loans, and its net interest income will be reduced by and at
risk, depending on the effectiveness of the servicing company.



If actual
prepayments or defaults with respect to mortgages serviced occurs more quickly than originally assumed, the value of Belvedere Trusts mortgage servicing rights would be subject to downward adjustment.



When Belvedere Trust purchases mortgages that include the associated servicing rights, the
allocated cost of the servicing rights will be reflected on its financial statements as mortgage servicing rights. To determine the fair value of these servicing rights, Belvedere Trust will use assumptions to estimate future net servicing income
including projected discount rates, mortgage loan prepayments and credit losses. If actual prepayments or defaults with respect to loans serviced occur more quickly than Belvedere Trust originally assumed, Belvedere Trust would have to reduce the
carrying value of its mortgage servicing rights. Belvedere Trust does not know if its assumptions will prove correct.



Belvedere Trust is externally managed and this may diminish or eliminate our return on our investment in this line of business.



Belvedere Trust is externally managed pursuant to a management agreement between Belvedere
Trust and BT Management Company, L.L.C., or BT Management. Although we own 50% of BT Management, it is also owned 27.5% by Claus Lund, the Chief Executive Officer of Belvedere Trust, 17.5% by Russell J. Thompson, the Chief Financial Officer of
Belvedere Trust and 5% by Lloyd McAdams, our Chairman and Chief Executive Officer. Our ability to generate profits from our ownership of Belvedere Trust, if any, could be greatly diminished due to the fact that we will be required to pay a base
management fee to BT Management and we may also be required to pay an incentive fee. An externally managed structure may not optimize our interest in Belvedere Trust and, if we are unable to properly manage fixed costs at Belvedere Trust could, when
combined with the base management fee, result in losses at Belvedere Trust.



Our Chairman has an ownership interest in BT Management that creates potential conflicts of interest.



Mr. McAdams, our Chairman and Chief Executive Officer, has a direct ownership interest in BT Management that creates potential conflicts of interest. Mr. McAdams is
Chairman of the Board and Chief Executive Officer and a member of the Board of Managers of BT Management and owns an equity interest in BT Management. Under the management agreement between Belvedere Trust and BT Management, BT Management is
entitled to earn certain incentive compensation based on the level of Belvedere Trusts annualized net income. In evaluating mortgage assets for investment and with respect to other management strategies, an undue emphasis on the maximization
of income at the expense of other criteria could result in increased risk to the value of our portfolio.



Risks Related to REIT Compliance and Other Matters



If we are disqualified as a REIT, we will be subject to tax as a regular corporation and face substantial tax liability.



We believe that since our initial public offering in 1998 we have operated so as to qualify as a REIT under the Internal Revenue Code of
1986, as amended (the Code), and we intend to continue to meet the requirements for taxation as a REIT. Nevertheless, we may not remain qualified as a REIT in the future. Qualification as a REIT involves the application of highly technical and
complex Code provisions for which only a limited number of judicial or administrative interpretations exist. Even a technical or inadvertent mistake could jeopardize our REIT status. Furthermore, Congress or the IRS might change tax laws or
regulations and the courts might issue new rulings, in each case potentially having retroactive effect that could make it more difficult or impossible for us to qualify as a REIT. If we fail to qualify as a REIT in any tax year, then:



| |  | we would be taxed as a regular domestic corporation, which, among other things, means being unable to deduct distributions to stockholders in computing taxable income and being
subject to federal income tax on our taxable income at regular corporate rates;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | any resulting tax liability could be substantial and would reduce the amount of cash available for distribution to stockholders; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| |  | unless we were entitled to relief under applicable statutory provisions, we would be disqualified from treatment as a REIT for the subsequent four taxable years following the year
during which we lost our qualification, and thus, our cash available for distribution to stockholders would be reduced for each of the years during which we do not qualify as a REIT.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Complying with REIT requirements may cause us to forego otherwise attractive
opportunities.



In order to qualify as a REIT for federal income tax
purposes, we must continually satisfy tests concerning, among other things, our sources of income, the nature and diversification of our mortgage-backed securities and other assets, including our stock in Belvedere Trust, the amounts we distribute
to our stockholders and the ownership of our stock. We may also be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may
hinder our ability to operate solely on the basis of maximizing profits.



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Complying with REIT requirements may limit our ability to hedge effectively.



The REIT provisions of the Code may substantially limit our ability to hedge mortgage-backed
securities and related borrowings by requiring us to limit our income in each year from qualified hedges, together with any other income not generated from qualified REIT real estate assets, to less than 25% of our gross income. In addition, we must
limit our aggregate income from hedging and services from all sources, other than from qualified REIT real estate assets or qualified hedges, to less than 5% of our annual gross income. As a result, although we do not currently engage in hedging
transactions, we may in the future have to limit our use of advantageous hedging techniques. This could result in greater risks associated with changes in interest rates than we would otherwise want to incur. If we were to violate the 25% or 5%
limitations, we may have to pay a penalty tax equal to the amount of income in excess of those limitations, multiplied by a fraction intended to reflect our profitability. If we fail to satisfy the 25% and 5% limitations, unless our failure was due
to reasonable cause and not due to willful neglect, we could lose our REIT status for federal income tax purposes.



Complying with REIT requirements may force us to liquidate otherwise attractive investments.



In order to qualify as a REIT, we must also ensure that at the end of each calendar quarter at least 75% of the value of our assets consists
of cash, cash items, government securities and qualified REIT real estate assets. The remainder of our investment in securities generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the
total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets can consist of the securities of any one issuer. The 5% and 10% limitations described above will apply to our investment
in Belvedere Trust unless Belvedere Trust is a qualified REIT subsidiary of ours (i.e., we own 100% of Belvedere Trusts outstanding stock), Belvedere Trust is a qualified REIT, or Belvedere Trust is a taxable REIT subsidiary of ours. If we
fail to comply with these requirements, we must dispose of a portion of our assets within 30 days after the end of the calendar quarter in order to avoid losing our REIT status and suffering adverse tax consequences.



Complying with REIT requirements may force us to borrow to make distributions to
stockholders.



As a REIT, we must distribute 90% of our annual taxable
income (subject to certain adjustments) to our stockholders. From time to time, we may generate taxable income greater than our net income for financial reporting purposes from, among other things, amortization of capitalized purchase premiums, or
our taxable income may be greater than our cash flow available for distribution to stockholders. For example, our taxable income would exceed our net income for financial reporting purposes to the extent that compensation paid to our chief executive
officer and our other four highest paid officers exceeds $1,000,000 for any such officer for any calendar year under Section 162(m) of the tax code. Since payments under our 2002 Incentive Compensation Plan do not qualify as performance-based
compensation under Section 162(m), a portion of the payments made under such plan to certain of such officers would not be deductible for federal income tax purposes under such circumstances. If we do not have other funds available in these
situations, we may be unable to distribute substantially all of our taxable income as required by the REIT provisions of the tax code. Thus, we could be required to borrow funds, sell a portion of our mortgage-backed securities at disadvantageous
prices or find another alternative source of funds. These alternatives could increase our costs or reduce our equity.



If Belvedere Trust fails to qualify as a REIT, a qualified REIT subsidiary or a taxable REIT subsidiary, we may lose our REIT status.



As long as we own 100% of Belvedere Trusts outstanding stock, Belvedere Trust will be
treated as a qualified REIT subsidiary for federal income tax purposes. As such, for federal income tax purposes, we will not be treated as owning stock in Belvedere Trust and Belvedere Trusts assets, liabilities and income will generally be
treated as our assets, liabilities and income for purposes of the REIT qualification tests described above under Certain Federal Income Tax Considerations. If, however, we do not own 100% of Belvedere Trusts outstanding stock, and
Belvedere Trust does not qualify as a REIT or a taxable REIT subsidiary, we will lose our REIT status if, at the end of any calendar quarter, the value of our Belvedere Trust securities exceeds 5% of the value of our total assets or we own more than
10% of the value or voting power of Belvedere Trusts outstanding securities. If we fail to satisfy the 5% test or the 10% test at the end of any calendar quarter, a 30-day cure period may apply following the close of the quarter.
If we make an election to treat Belvedere Trust as a taxable REIT subsidiary, the total value of any securities we own in Belvedere Trust and all of our other taxable REIT subsidiaries, if any, may not exceed 20% of the value of our total assets at
the end of any calendar quarter. Since Belvedere Trust may elect to be taxed as a REIT in the future, however, we do not intend to make a taxable REIT subsidiary election for Belvedere Trust



If Belvedere Trust fails to qualify as a REIT, Belvedere Trust will be subject to
corporate income taxes on its taxable income, which will reduce the amount available for distribution to us.



Belvedere Trust was formed as a qualified REIT subsidiary, but may elect to be taxed to be as a REIT in the future, possibly as early as its taxable year ending December
31, 2004.Although Belvedere Trust expects to operate in a manner to permit it to qualify as a REIT if and when it makes a REIT election and to continue to maintain such qualification, the actual results of Belvedere Trusts operations
for any particular taxable year may not satisfy these requirements. If Belvedere Trust fails to qualify for taxation as a REIT in any taxable year after it makes a REIT election, and the relief provisions of the Code do not apply, Belvedere Trust
will be required to pay tax on Belvedere Trusts taxable income in that taxable year and all subsequent taxable years at regular corporate rates. Distributions to us in any year in which Belvedere Trust fails to qualify as a REIT will not be
deductible by Belvedere Trust. As a result, we anticipate that Belvedere Trusts failure to qualify as a REIT after it makes a REIT election would reduce the cash available for distribution to us. Unless entitled to relief under specific
statutory provisions, if Belvedere Trust fails to maintain its REIT status after it makes a REIT election, Belvedere Trust will also be disqualified from taxation as a REIT for the four taxable years following the year in which it loses its
qualification.



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Failure to maintain an exemption from the Investment Company Act would adversely affect our results of operations.



We believe that we conduct our business in a manner that allows us to
avoid being regulated as an investment company under the Investment Company Act of 1940, as amended. If we fail to continue to qualify for an exemption from registration as an investment company, our ability to use leverage would be substantially
reduced and we would be unable to conduct our business as planned. The Investment Company Act exempts entities that are primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real
estate. Under the SECs current interpretation, qualification for this exemption generally requires us to maintain at least 55% of our assets directly in qualifying real estate interests. Mortgage-backed securities that do not represent
all the certificates issued with respect to an underlying pool of mortgages may be treated as securities separate from the underlying mortgage loans and thus may not qualify for purposes of the 55% requirement. Therefore, our ownership of these
mortgage-backed securities is limited by the Investment Company Act. In meeting the 55% requirement under the Investment Company Act, we treat as qualifying interests mortgage-backed securities issued with respect to an underlying pool for which we
hold all issued certificates. If the SEC or its staff adopts a contrary interpretation, we could be required to sell a substantial amount of our mortgage-backed securities under potentially adverse market conditions. Further, in order to maintain
our exemption from registration as an investment company, we may be precluded from acquiring mortgage-backed securities whose yield is somewhat higher than the yield on mortgage-backed securities that could be purchased in a manner consistent with
the exemption.



Additional Risk Factors



We may not be able to use the money we raise to acquire investments
at favorable prices.



We intend to seek to raise additional capital
from time to time if we determine that it is in our best interests and the best interests of our stockholders, including through public offerings of our stock. The net proceeds of any offering could represent a significant increase in our equity.
Depending on the amount of leverage that we use, the full investment of the net proceeds of any offering might result in a substantial increase in our total assets. There can be no assurance that we will be able to invest all of such additional
funds in mortgage-backed securities at favorable prices. We may not be able to acquire enough mortgage-backed securities to become fully invested after an offering, or we may have to pay more for mortgage-backed securities than we have historically.
In either case, the return that we earn on stockholders equity may be reduced.



We have not established a minimum dividend payment level and there are no assurances of our ability to pay dividends in the future.



We intend to pay quarterly dividends and to make distributions to our stockholders in amounts such that all or substantially all of our taxable income in each year,
subject to certain adjustments, is distributed. This, along with other factors, should enable us to qualify for the tax benefits accorded to a REIT under the Code. We have not established a minimum dividend payment level and our ability to pay
dividends may be adversely affected by the risk factors described in this quarterly report on Form 10-Q. All distributions will be made at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance
of our REIT status and such other factors as our board of directors may deem relevant from time to time. There are no assurances of our ability to pay dividends in the future.



If we raise additional capital, our earnings per share and dividends per share may decline since we may not be able to invest all of the new
capital during the quarter in which additional shares are sold and possibly the entire following calendar quarter.



We may incur excess inclusion income that would increase the tax liability of our stockholders.



In general, dividend income that a tax-exempt entity receives from us should not constitute
unrelated business taxable income as defined in Section 512 of the Code. If we realize excess inclusion income and allocate it to stockholders, this income cannot be offset by net operating losses. If the stockholder was a tax-exempt entity, then
this income would be fully taxable as unrelated business taxable income under Section 512 of the Code. If the stockholder was foreign, then it would be subject to federal income tax withholding on this income without reduction pursuant to any
otherwise applicable income-tax treaty. Excess inclusion income could result if we held a residual interest in a REMIC. Excess inclusion income also would be generated if we were to issue debt obligations with two or more maturities and the terms of
the payments on these obligations bore a relationship to the payments that we received on our mortgage-backed securities securing those debt obligations. We generally structure our borrowing arrangements in a manner designed to avoid generating
significant amounts of excess inclusion income. We do, however, enter into various repurchase agreements that have differing maturity dates and afford the lender the right to sell any pledged mortgage securities if we default on our obligations. The
IRS may determine that these borrowings give rise to excess inclusion income that should be allocated among stockholders. Furthermore, some types of tax-exempt entities, including, without limitation, voluntary employee benefit associations and
entities that have borrowed funds to acquire their shares of our common stock, may be required to treat a portion of or all of the dividends they may receive from us as unrelated business taxable income. We also invest in equity securities of other
REITs. If we were to receive excess inclusion income from another REIT, we may be required to distribute the excess inclusion income to our stockholders, which may result in the recognition of unrelated business taxable income.



Our charter does not permit ownership of over 9.8% of our common or preferred stock and
attempts to acquire our common or preferred stock in excess of the 9.8% limit are void without prior approval from our board of directors.



For the purpose of preserving our REIT qualification and for other reasons, our charter prohibits direct or constructive ownership by any person of more than 9.8% of the
lesser of the total number or value of the outstanding shares of our common stock or more than 9.8% of the outstanding shares of our preferred stock. Our charters constructive ownership rules are complex and may cause the outstanding stock
owned by a group of related individuals or entities to be deemed to be constructively owned by one individual or entity. As a result, the acquisition of less than 9.8% of the outstanding stock by an individual or entity could cause that individual
or entity to own constructively in excess of 9.8% of the outstanding stock, and thus be subject to our charters ownership limit. Any attempt to own or transfer shares of our common or preferred stock in excess of the ownership limit without
the consent of the board of directors shall be void, and will result in the shares being transferred by operation of law to a charitable trust. Our board of directors has granted Lloyd McAdams, our President, Chairman and Chief Executive Officer,
and his family members an exemption from the 9.8% ownership limitation as set forth in our charter documents. This exemption permits Lloyd McAdams, Heather Baines and Joseph McAdams collectively to hold up to 19% of our outstanding shares.



Because provisions contained in Maryland law, our charter and our bylaws
may have an anti-takeover effect, investors may be prevented from receiving a control premium for their shares.



Provisions contained in our charter and bylaws, as well as Maryland corporate law, may have anti-takeover effects that delay, defer or prevent a takeover attempt, which
may prevent stockholders from receiving a control premium for their shares. For example, these provisions may defer or prevent tender offers for our common stock or purchases of large blocks of our common stock, thereby limiting the
opportunities for our stockholders to receive a premium for their common stock over then-prevailing market prices. These provisions include the following:



| |  | Ownership limit.    The ownership limit in our charter limits related investors, including, among other things, any voting group, from acquiring over 9.8%
of our common stock without our permission.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | Preferred stock.    Our charter authorizes our board of directors to issue preferred stock in one or more classes and to establish the preferences and
rights of any class of preferred stock issued. These actions can be taken without soliciting stockholder approval.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Maryland business combination statute.    Maryland law restricts the ability of holders of more than 10% of the voting power of a corporations
shares to engage in a business combination with the corporation.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Maryland control share acquisition statute.    Maryland law limits the voting rights of control shares of a corporation in the event of a
control share acquisition.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Issuances of large
amounts of our stock could cause the price of our stock to decline.



We may issue additional shares of common stock or shares of preferred stock that are convertible into common stock. If we issue a significant number of shares of common stock or convertible preferred stock in a short period of time, there
could be a dilution of the existing common stock and a decrease in the market price of the common stock.



Future offerings of debt securities, which would be senior to our common stock upon liquidation, or equity securities, which would dilute our existing stockholders and may be senior to our common stock for the
purposes of dividend distributions, may adversely affect the market price of our common stock.



In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities, including commercial paper, medium-term notes, senior or subordinated notes and classes of
preferred stock or common stock. Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common
stock. Our preferred stock, if issued, may have a preference on dividend payments that could limit our ability to make a dividend distribution to the holders of our common stock. Because our decision to issue securities in any future offering will
depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of our
common stock.



Item 3.    Qualitative and Quantitative Disclosures About Market Risk



We seek to manage the interest rate, market value, liquidity, prepayment and credit risks inherent in all financial institutions in a prudent manner designed to insure
our longevity while, at the same time, seeking to provide an opportunity for stockholders to realize attractive total rates of return through ownership of our common stock. While we do not seek to avoid risk completely, we do seek, to the best of
our ability, to assume risk that can be quantified from historical experience, to actively manage that risk, to earn sufficient compensation to justify taking those risks and to maintain capital levels consistent with the risks we undertake.



Interest Rate Risk



We primarily invest in adjustable-rate, hybrid and fixed-rate mortgage-backed securities.
Hybrid mortgages are adjustable-rate mortgages that have a fixed interest rate for an initial period of time (typically three years or greater) and then convert to an adjustable-rate for the remaining loan term. Our debt obligations are generally
repurchase agreements of limited duration that are periodically refinanced at current market rates.



Adjustable-rate mortgage-backed assets are typically subject to periodic and lifetime interest rate caps that limit the amount an adjustable-rate mortgage-backed securities interest rate can change during any
given period. Adjustable-rate mortgage securities are also typically subject to a minimum interest rate payable. Our borrowings are not subject to similar restrictions. Hence, in a period of increasing interest rates, interest rates on our
borrowings could increase without limitation, while the interest rates on our mortgage-related assets could be limited. This problem would be magnified to the extent we acquire mortgage-backed securities that are not fully indexed. Further, some
adjustable-rate mortgage-backed securities may be subject to periodic payment caps that result in some portion of the interest being deferred and added to the principal outstanding. These factors could lower our net interest income or cause a net
loss during periods of rising interest rates, which would negatively impact our liquidity, net income and our ability to make distributions to stockholders.



We fund the purchase of a substantial portion of our adjustable-rate mortgage-backed debt securities with borrowings that have interest rates based on indices and
repricing terms similar to, but of somewhat shorter maturities than, the interest rate indices and repricing terms of our mortgage assets. Thus, we anticipate that in most cases the interest rate indices and repricing terms of our mortgage assets
and our funding sources will not be identical, thereby creating an interest rate mismatch between assets and liabilities. During periods of changing interest rates, such interest rate mismatches could negatively impact our net interest income,
dividend yield and the market price of our common stock.



Most of our
adjustable-rate assets are based on the one-year constant maturity treasury rate and our debt obligations are generally based on LIBOR. These indices generally move in the same direction, but there can be no assurance that this will continue to
occur.



Our adjustable-rate mortgage-backed securities and borrowings reset at
various different dates for the specific asset or obligation. In general, the repricing of our debt obligations occurs more quickly than on our assets. Therefore, on average, our cost of funds may rise or fall more quickly than does our earnings
rate on the assets.



Further, our net income may vary somewhat as the spread
between one-month interest rates and six- and twelve-month interest rates varies.



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As of March 31, 2004, our agency mortgage-backed securities and borrowings will prospectively reprice based on the
following time frames (dollar amounts in thousands):



|                                           |  |                        |           |                               |            |   |        |   |                              |  |      |  
|------------------------------------------ |  | ---------------------- | --------- | ----------------------------- | ---------- | - | ------ | - | ---------------------------- |  | ---- | -
|                                           |  | Assets                 |           |                               | Borrowings |  
|                                           |  | Amount                 |           | Percentageof TotalInvestments |            |   | Amount |   | Percentageof TotalBorrowings | 
|                                           |  | (amounts in thousands) |          
|Investment Type/Rate Reset Dates:          |  |                        |           |                               |            |   |        |   |                              |  |      |  
|Fixed-Rate Investments                     |  | $                      | 382,368   |                               | 8.2        | % |        | $ |                             |  |     |  
|Adjustable-Rate Investments/ Obligations:  |  |                        |           |                               |            |   |        |   |                              |  |      |  
|Less than 3 months                         |  |                        | 159,177   |                               | 3.4        | % |        |   | 1,006,604                    |  | 24.4 | %
|Greater than 3 months and less than 1 year |  |                        | 1,209,059 |                               | 26.0       | % |        |   | 2,290,978                    |  | 55.6 | %
|Greater than 1 year and less than 2 years  |  |                        | 853,828   |                               | 18.4       | % |        |   | 825,860                      |  | 20.0 | %
|Greater than 2 years and less than 3 years |  |                        | 1,305,621 |                               | 28.1       | % |        |   |                             |  |     |  
|Greater than 3 years and less than 5 years |  |                        | 741,568   |                               | 15.9       | % |        |   |                             |  |     |  
|                                           |  |                        |           |                               |            |   |        |   |                              |  |      |  
|Total                                      |  | $                      | 4,651,621 |                               | 100        | % |        | $ | 4,123,442                    |  | 100  | %
|                                           |  |                        |           |                               |            |   |        |   |                              |  |      |  



Market Value Risk



Substantially all of our mortgage-backed securities and equity securities
are classified as available-for-sale assets. As such, they are reflected at fair value (i.e., market value) with the adjustment to fair value reflected as part of accumulated other comprehensive income that is included in the equity section of our
balance sheet. The market value of our assets can fluctuate due to changes in interest rates and other factors.



Liquidity Risk



Our primary liquidity risk arises from financing long-maturity mortgage-backed securities with short-term debt. The interest rates on our borrowings generally adjust more
frequently than the interest rates on our adjustable-rate mortgage-backed securities. For example, at March 31, 2004, our adjustable-rate mortgage-backed securities had a weighted average term to next rate adjustment of approximately 23 months,
while our borrowings had a weighted average term to next rate adjustment of 248 days. Accordingly, in a period of rising interest rates, our borrowing costs will usually increase faster than our interest earnings from mortgage-backed securities. As
a result, we could experience a decrease in net income or a net loss during these periods. Our assets that are pledged to secure short-term borrowings are high-quality, liquid assets. As a result, we have not had difficulty rolling over our
short-term borrowings as they mature. There can be no assurance that we will always be able to roll over our short-term debt.



At March 31, 2004, we had unrestricted cash of $3,714,000 available to meet margin calls on short-term borrowings that could be caused by asset value declines or changes
in lender collateralization requirements.



Prepayment Risk



Prepayments are the full or partial repayment of principal prior to the
original term to maturity of a mortgage loan and typically occur due to refinancing of mortgage loans. Prepayment rates on mortgage-related securities vary from time to time and may cause changes in the amount of our net interest income. Prepayments
of adjustable-rate mortgage loans usually can be expected to increase when mortgage interest rates fall below the then-current interest rates on such loans and decrease when mortgage interest rates exceed the then-current interest rate on such
loans, although such effects are not predictable. Prepayment experience also may be affected by the conditions in the housing and financial markets, general economic conditions and the relative interest rates on fixed-rate and adjustable-rate
mortgage loans underlying mortgage-backed securities. The purchase prices of mortgage-backed securities are generally based upon assumptions regarding the expected amounts and rates of prepayments. Where slow prepayment assumptions are made, we may
pay a premium for mortgage-backed securities. To the extent such assumptions differ from the actual amounts of prepayments, we could experience reduced earnings or losses. The total prepayment of any mortgage-backed securities purchased at a premium
by us would result in the immediate write-off of any remaining capitalized premium amount and a reduction of our net interest income by such amount. Finally, in the event that we are unable to acquire new mortgage-backed securities to replace the
prepaid mortgage-backed securities, our financial condition, cash flows and results of operations could be harmed.



We often purchase mortgage-backed securities that have a higher interest rate than the market interest rate at the time. In exchange for this higher interest rate, we
must pay a premium over par value to acquire these securities. In accordance with accounting rules, we amortize this premium over the term of the mortgage-backed security. As we receive repayments of mortgage principal, we amortize the premium
balances as a reduction to our income. If the mortgage loans underlying a mortgage-backed security were prepaid at a faster rate than we anticipate, we would amortize the premium at a faster rate. This would reduce our income.



Tabular Presentation



The information presented in the table below projects the impact of sudden changes in
interest rates on our annual projected net income and net assets as more fully discussed below based on investments in place on March 31, 2004, and includes all of our interest-rate sensitive assets and liabilities. We acquire interest-rate
sensitive assets and fund them with interest-rate sensitive liabilities. We generally plan to retain such assets and the associated interest rate risk to maturity.



|                         |  |                                          |  |                                
|------------------------ |  | ---------------------------------------- |  | -------------------------------
|Change in Interest Rates |  | Percentage Change in Net Interest Income |  | Percentage Change in Net Assets
|-2.0%                    |  | -103%                                    |  | -0.1%                          
|-1.0%                    |  | -57%                                     |  | 0.5%                           
|0%                       |  |                                         |  |                               
|1.0%                     |  | 26%                                      |  | -1.8%                          
|2.0%                     |  | 26%                                      |  | -4.5%                          



Many assumptions are made to present
the information in the above table, as such, there can be no assurance that assumed events will occur or that other events will not occur that would affect the outcomes; therefore, the above table and all related disclosures constitute
forward-looking statements. The analysis presented utilizes assumptions and estimates based on managements judgment and experience. Furthermore, future sales, acquisitions and restructuring could materially change our interest rate risk
profile. The table quantifies the potential changes in net income and net asset value should interest rates immediately change (are shocked). The results of interest rate shocks of plus and minus 100 and 200 basis points are presented.
The cash flows associated with the portfolio of mortgage-backed securities for each rate shock are calculated based on a variety of assumptions, including prepayment speeds, time until coupon reset, yield on future acquisitions, slope of the yield
curve and size of the portfolio. Assumptions made on the interest-rate sensitive liabilities, which are repurchase agreements, include anticipated interest rates (no negative rates are utilized), collateral requirements as a percent of the
repurchase agreement and amount of borrowing. Assumptions made in calculating the impact on net asset value of interest rate shocks include interest rates, prepayment rates and the yield spread of mortgage-backed securities relative to prevailing
interest rates.



Our asset/liability structure is generally such that a
decrease in interest rates would be expected to result in an increase to net interest income, as our cost of funds are generally shorter term than our interest earning assets. Nevertheless, given the impact of prepayment assumptions and other
assumptions, coupled with the low level of interest rates at March 31, 2004, the interest rate shocks presented in the above table would cause net income to decrease under each of the declining interest rate shock scenarios presented. When interest
rates are shocked, prepayment assumptions are adjusted based on managements best estimate of the effects of changes in interest rates on prepayment speeds. For example, under current market conditions, a 100 basis point decline in interest
rates is estimated to result in a 62.2% increase in the



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prepayment rate of our mortgage-backed securities portfolio. The base interest rate scenario assumes interest rates at March 31, 2004. Actual results could
differ significantly from those estimated in the table.



Item 4.    Controls and Procedures



(a) We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-14(c) and Rule 15b-14(c) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us required to be included in our periodic SEC filings.



(b) There has been no change in our internal controls over financial reporting during the
fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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Part II.    OTHER INFORMATION



Item 1.    Legal Proceedings



We are not a party to any material pending legal proceedings.



Item 2.    Changes in Securities and Use of Proceeds



(a) None



(b) None



(c) None



(d) None



Item 3.    Defaults Upon Senior Securities



None



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



None



Item 5.    Other Information



On April 12, 2004, we declared a dividend of $0.38 per share which is payable on May 17, 2004 to holders of record as of the close of business on April 30, 2004.



Item 6.    Exhibits and Reports on Form 8-K



(a)Exhibits. The following exhibits are either filed herewith or incorporated herein by reference:



|              |     |  |                                                                                                                                                                                                  
|------------- | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |     |  | Description                                                                                                                                                                                      
|              |    
|3.1           | (1) |  | Amended Articles of Incorporation                                                                                                                                                                
|              |    
|3.2           | (2) |  | Articles of Amendment                                                                                                                                                                            
|              |    
|3.3           | (1) |  | Bylaws                                                                                                                                                                                           
|              |    
|4.1           | (1) |  | Specimen Common Stock certificate                                                                                                                                                                
|              |    
|4.2           | (3) |  | Specimen Preferred Stock certificate                                                                                                                                                             
|              |    
|10.1          | (2) |  | 1997 Stock Option and Awards Plan, as amended                                                                                                                                                    
|              |    
|10.2          | (4) |  | Dividend Reinvestment and Stock Purchase Plan                                                                                                                                                    
|              |    
|10.3          | (5) |  | 2002 Incentive Compensation Plan                                                                                                                                                                 
|              |    
|10.4          | (5) |  | Agreement and Plan of Merger dated April 18, 2002, among Anworth Mortgage Asset Corporation (Anworth), Anworth Mortgage Advisory Corporation (the Manager) and the
shareholder of the Manager
|              |    
|10.5          | (6) |  | Employment Agreement dated January 1, 2002, between the Manager and Lloyd McAdams                                                                                                                
|              |    
|10.6          | (6) |  | Employment Agreement dated January 1, 2002, between the Manager and Heather U. Baines                                                                                                            
|              |    
|10.7          | (6) |  | Employment Agreement dated January 1, 2002, between the Manager and Joseph E. McAdams                                                                                                            
|              |    
|10.8          | (6) |  | Addendum to Employment Agreement dated April 18, 2002, among Anworth, the Manager and Lloyd McAdams                                                                                              
|              |    
|10.9          | (6) |  | Addendum to Employment Agreement dated April 18, 2002, among Anworth, the Manager and Heather U. Baines                                                                                          
|              |    
|10.10         | (6) |  | Addendum to Employment Agreement dated April 18, 2002, among Anworth, the Manager and Joseph E. McAdams                                                                                          
|              |    
|10.11         | (6) |  | Second Addendum to Employment Agreement dated as of June 13, 2002, between Anworth and Joseph E. McAdams                                                                                         
|              |    
|10.12         | (6) |  | Sublease dated June 13, 2002, between Anworth and Pacific Income Advisers, Inc.                                                                                                                  
|              |    
|10.13         | (7) |  | Amendment to Sublease dated July 8, 2003, between Anworth and Pacific Income Advisers, Inc.                                                                                                      
|              |    
|10.14         | (8) |  | Administrative Agreement dated October 14, 2002, between Anworth and Pacific Income Advisers, Inc.                                                                                               
|              |    
|10.15         | (9) |  | Deferred Compensation Plan                                                                                                                                                                       



29



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##### Table of Contents

|      |      |  |                                                                                                                                                               
|----- | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |     
|10.16 | (10) |  | BT Management Company, L.L.C. (BT Management) Operating Agreement dated November 3, 2003                                                                    
|      |     
|10.17 | (10) |  | Management Agreement dated November 3, 2003 between BT Management and Belvedere Trust Mortgage Corporation                                                    
|      |     
|10.18 | (10) |  | Employment Agreement dated November 3, 2003 between BT Management and Claus Lund                                                                              
|      |     
|10.19 | (10) |  | Employment Agreement dated November 3, 2003 between BT Management and Russell J. Thompson                                                                     
|      |     
|10.20 |      |  | Sales Agreement dated April 21, 2004, between Anworth and Cantor Fitzgerald & Co.                                                                             
|      |     
|31.1  |      |  | Certification of the Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934                                            
|      |     
|31.2  |      |  | Certification of the Chief Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934                                            
|      |     
|32.1  |      |  | Certifications of the Chief Executive Officer provided pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|      |     
|32.2  |      |  | Certifications of the Chief Financial Officer provided pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

---

|(1) | Incorporated by reference from our Registration Statement on Form S-11, Registration No. 333-38641, which became effective under the Securities Act of 1933, as amended (the
Act), on March 12, 1998.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference from our Definitive Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, as filed with the Securities and Exchange
Commission on May 14, 2003.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference from our Registration Statement on form S-3, Registration No. 333-85036, which became effective under the Act on June 13, 2002.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference from Post-Effective Amendment No. 1 to our Registration Statement on Form S-3, Registration No. 333-110744, which became effective under the Act on
February 20, 2004.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference from our Definitive Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, as filed with the Securities Exchange
Commission on May 17, 2002.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, as filed with the Securities and Exchange Commission on August 14, 2002.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, as filed with the Securities and Exchange Commission on August 8, 2003.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, as filed with the Securities and Exchange Commission on November 14, 2002.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2002, as filed with the Securities and Exchange Commission on March 26, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, as filed with the Securities and Exchange Commission on November 13, 2003.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(b)Reports on Form 8-K. We filed the following current
reports on Form 8-K during the quarter ended March 31, 2004:



| |  | On January 16, 2004, we furnished, but did not file, a Current Report on Form 8-K to announce the issuance of our press release that announcing our financial results for the quarter
ended December 31, 2003 and for the fiscal year ended December 31, 2003.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | On February 4, 2004, we furnished, but did not file, a Current Report on Form 8-K to announce the issuance of our press release that announced tax information regarding its dividend
distributions for the fiscal year ended December 31, 2003.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



30



---

##### Table of Contents

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.



ANWORTH MORTGAGE ASSET CORPORATION/s/    JOSEPH LLOYD MCADAMSJoseph Lloyd McAdams Chairman of the Board, President and Chief Executive Officer (authorized officer of
registrant)




Dated: May 10, 2004



/s/    THAD M. BROWNThad M. Brown Chief Financial Officer (principal accounting officer)




Dated: May 10, 2004



31



---

##### Table of Contents

INDEX TO EXHIBITS



|              |      |  |                                                                                                                                                                                                  
|------------- | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |      |  | Description                                                                                                                                                                                      
|              |     
|3.1           | (1)  |  | Amended Articles of Incorporation                                                                                                                                                                
|              |     
|3.2           | (2)  |  | Articles of Amendment                                                                                                                                                                            
|              |     
|3.3           | (1)  |  | Bylaws                                                                                                                                                                                           
|              |     
|4.1           | (1)  |  | Specimen Common Stock certificate                                                                                                                                                                
|              |     
|4.2           | (3)  |  | Specimen Preferred Stock certificate                                                                                                                                                             
|              |     
|10.1          | (2)  |  | 1997 Stock Option and Awards Plan, as amended                                                                                                                                                    
|              |     
|10.2          | (4)  |  | Dividend Reinvestment and Stock Purchase Plan                                                                                                                                                    
|              |     
|10.3          | (5)  |  | 2002 Incentive Compensation Plan                                                                                                                                                                 
|              |     
|10.4          | (5)  |  | Agreement and Plan of Merger dated April 18, 2002, among Anworth Mortgage Asset Corporation (Anworth), Anworth Mortgage Advisory Corporation (the Manager) and the
shareholder of the Manager
|              |     
|10.5          | (6)  |  | Employment Agreement dated January 1, 2002, between the Manager and Lloyd McAdams                                                                                                                
|              |     
|10.6          | (6)  |  | Employment Agreement dated January 1, 2002, between the Manager and Heather U. Baines                                                                                                            
|              |     
|10.7          | (6)  |  | Employment Agreement dated January 1, 2002, between the Manager and Joseph E. McAdams                                                                                                            
|              |     
|10.8          | (6)  |  | Addendum to Employment Agreement dated April 18, 2002, among Anworth, the Manager and Lloyd McAdams                                                                                              
|              |     
|10.9          | (6)  |  | Addendum to Employment Agreement dated April 18, 2002, among Anworth, the Manager and Heather U. Baines                                                                                          
|              |     
|10.10         | (6)  |  | Addendum to Employment Agreement dated April 18, 2002, among Anworth, the Manager and Joseph E. McAdams                                                                                          
|              |     
|10.11         | (6)  |  | Second Addendum to Employment Agreement dated as of June 13, 2002, between Anworth and Joseph E. McAdams                                                                                         
|              |     
|10.12         | (6)  |  | Sublease dated June 13, 2002, between Anworth and Pacific Income Advisers, Inc.                                                                                                                  
|              |     
|10.13         | (7)  |  | Amendment to Sublease dated July 8, 2003, between Anworth and Pacific Income Advisers, Inc.                                                                                                      
|              |     
|10.14         | (8)  |  | Administrative Agreement dated October 14, 2002, between Anworth and Pacific Income Advisers, Inc.                                                                                               
|              |     
|10.15         | (9)  |  | Deferred Compensation Plan                                                                                                                                                                       
|              |     
|10.16         | (10) |  | BT Management Company, L.L.C. (BT Management) Operating Agreement dated November 3, 2003                                                                                                       
|              |     
|10.17         | (10) |  | Management Agreement dated November 3, 2003 between BT Management and Belvedere Trust Mortgage Corporation                                                                                       
|              |     
|10.18         | (10) |  | Employment Agreement dated November 3, 2003 between BT Management and Claus Lund                                                                                                                 
|              |     
|10.19         | (10) |  | Employment Agreement dated November 3, 2003 between BT Management and Russell J. Thompson                                                                                                        
|              |     
|10.20         |      |  | Sales Agreement dated April 21, 2004, between Anworth and Cantor Fitzgerald & Co.                                                                                                                
|              |     
|31.1          |      |  | Certification of the Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934                                                                               
|              |     
|31.2          |      |  | Certification of the Chief Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934                                                                               
|              |     
|32.1          |      |  | Certifications of the Chief Executive Officer provided pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                   
|              |     
|32.2          |      |  | Certifications of the Chief Financial Officer provided pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                   

---

|(1) | Incorporated by reference from our Registration Statement on Form S-11, Registration No. 333-38641, which became effective under the Securities Act of 1933, as amended (the
Act), on March 12, 1998.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference from our Definitive Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, as filed with the Securities and Exchange
Commission on May 14, 2003.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



1



---

##### Table of Contents

|(3) | Incorporated by reference from our Registration Statement on form S-3, Registration No. 333-85036, which became effective under the Act on June 13, 2002.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference from Post-Effective Amendment No. 1 to our Registration Statement on Form S-3, Registration No. 333-110744, which became effective under the Act on
February 20, 2004.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference from our Definitive Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, as filed with the Securities Exchange
Commission on May 17, 2002.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, as filed with the Securities and Exchange Commission on August 14, 2002.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, as filed with the Securities and Exchange Commission on August 8, 2003.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, as filed with the Securities and Exchange Commission on November 14, 2002.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2002, as filed with the Securities and Exchange Commission on March 26, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, as filed with the Securities and Exchange Commission on November 13, 2003.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



2