Form 4 BAINES HEATHER U For: Dec 29 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BAINES HEATHER U

(Last)

(First)

(Middle)

C/O ANWORTH MORTGAGE ASSET CORPORATION, 1299 OCEAN AVENUE, SECOND FLOOR

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANWORTH MORTGAGE ASSET CORP [ANH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/29/2008		A		191,693 ⁽¹⁾	A	$ 0	893,928 ⁽²⁾	D
Common Stock								62,500 ⁽³⁾	I	By spouse
Common Stock								33,700 ⁽⁴⁾	I	By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 9.45

01/21/2002

01/21/2012

Common Stock

43,780

Stock Option (right to buy)

$ 11.2

10/04/2002

10/04/2012

Common Stock

21,000

64,780

Stock Option (right to buy)

$ 13.8

05/01/2003

05/01/2013

Common Stock

27,600

92,380

Stock Option (right to buy)

$ 12.47

04/20/2004

04/20/2009

Common Stock

21,000

113,380

Stock Option (right to buy)

$ 9.45

01/21/2002

01/21/2012

Common Stock

29,725

143,105

By spouse

Stock Option (right to buy)

$ 11.2

10/04/2002

10/04/2012

Common Stock

90,000

233,105

By spouse

Stock Option (right to buy)

$ 13.8

05/01/2003

05/01/2013

Common Stock

99,500

332,605

By spouse

Stock Option (right to buy)

$ 12.47

04/20/2004

04/20/2009

Common Stock

90,000

422,605

By spouse

Explanation of Responses:

1. These shares were granted pursuant to the Anworth Mortgage Asset Corporation 2004 Equity Compensation Plan and the Employment Agreement for Mr. Lloyd McAdams, Chairman, President and Chief Executive Officer of Anworth Mortgage Asset Corporation, who is married to Heather U. Baines, in consideration for services rendered.

2. Ms. Baines owns 41,500 shares individually. The balance of these shares are owned as community property with Mr. McAdams.

3. Mr. McAdams owns 62,500 shares in which Ms. Baines disclaims any beneficial interest in.

4. Shares held by the McAdams Foundation, of which Mr. McAdams is a director.

	/s/ Heather U. Baines	12/31/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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