As filed with the Securities and Exchange Commission on September 28, 2001
                                                   Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                       ANWORTH MORTGAGE ASSET CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                  Maryland                                     52-2059785
       (State or Other Jurisdiction of                      (I.R.S. Employer
       Incorporation or Organization)                    Identification Number)

                          1299 Ocean Avenue, Suite 200
                         Santa Monica, California 90401
                      (Address principal executive offices)

      Anworth Mortgage Asset Corporation 1997 Stock Option and Awards Plan
                            (Full Title of the Plan)

                                  Lloyd McAdams
                      Chairman and Chief Executive Officer
                          1299 Ocean Avenue, Suite 200
                         Santa Monica, California 90401
                     (Name and Address of Agent for Service)

                                 (310) 394-0115
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                 Mark J. Kelson
                     Allen Matkins Leck Gamble & Mallory LLP
                      1901 Avenue of the Stars, 18th Floor
                          Los Angeles, California 90067
                                 (310) 788-2400
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
======================================= ===================== ===================== ====================== =====================
                                                                Proposed Maximum      Proposed Maximum
        Title of Each Class of              Amount to be       Offering Price Per    Aggregate Offering         Amount of
     Securities to be Registered           Registered (1)           Share(2)                Price            Registration Fee
--------------------------------------- --------------------- --------------------- ---------------------- ---------------------
<S>                                        <C>                       <C>                <C>                      <C>
1997 Stock Option and Awards Plan          361,027 shares            $6.34              $2,288,911.18            $  572.23
 Common Stock, $0.01 par value
(currently outstanding options) ...
--------------------------------------- --------------------- --------------------- ---------------------- ---------------------
1997 Stock Option and Awards Plan
 Common Stock, $0.01 par value             238,973 shares            $6.90              $1,648,913.70           $  412.23
(options available for future grant) .
--------------------------------------- --------------------- --------------------- ---------------------- ---------------------
                               TOTAL                                                    $3,937,824.88           $  984.46
======================================= ===================== ===================== ====================== =====================
<FN>

(1)   This registration statement also covers an indeterminate number of shares
      of common stock of Anworth Mortgage Asset Corporation which become
      issuable by reason of any stock dividend, stock split, recapitalization or
      other similar transaction, in accordance with Rule 416.

(2)   The proposed maximum offering price per share is estimated solely for the
      purpose of computing the amount of the registration fee under Rule 457(c)
      and (h). With respect to the 361,027 shares underlying outstanding stock
      options and other awards under the 1997 Stock Option and Awards Plan, the
      proposed maximum offering price per share is based on the weighted average
      exercise price of $6.34 per share. With respect to the 238,973 shares
      reserved for future issuance under the 1997 Stock Option and Awards Plan,
      the proposed maximum offering price per share is based on the average of
      the high and low sale price of $7.305 per share of Anworth's common stock
      reported on the American Stock Exchange on September 21, 2001.
</FN>
</TABLE>



<PAGE>






                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

     The following documents, which have been filed by Anworth with the SEC, are
incorporated by reference in this registration statement:

     (a) Our Annual Report on Form 10-K for the fiscal year ended December 31,
     2000 (filed on March 29, 2001) (File No. 001-13709), which contains audited
     financial statements for our latest fiscal year for which such statements
     have been filed;

     (b) Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
     2001 (filed on August 13, 2001) (File No. 001-13709); and

     (c) The  description  of our Common  Stock  contained  in our  Registration
     Statement on Form 8-A, filed with the Commission on December 12, 1997 (File
     No. 333-38641).

     All documents that we subsequently file under Sections 13(a), 13(c), 14 and
15(d) of the  Securities  Exchange  Act of 1934 before we file a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  herein by reference  shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  registration
statement.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     As permitted  by the  Maryland  General  Corporation  Law, as amended,  our
charter  obligates us to indemnify our present and former directors and officers
and to pay or reimburse  reasonable  expenses for such individuals in advance of
the final  disposition of a proceeding to the maximum extent permitted from time
to time by Maryland  law.  Maryland law permits a  corporation  to indemnify its
present and former  directors and officers,  among  others,  against  judgments,
penalties,  fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those or other  capacities,  unless it is established  that (a)
the act or omission of the director or officer was material to the matter giving
rise to such  proceeding  and (i) was  committed  in bad  faith  or (ii) was the
result of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money,  property or services, or (c) in
the case of any  criminal  proceeding,  the  director or officer had  reasonable
cause to believe that the act or omission was unlawful. Our bylaws implement the
provisions  relating to indemnification  contained in our charter.  Maryland law
permits the charter of a Maryland  corporation  to include a provision  limiting
the liability of our directors and officers to our company and our  stockholders
for money damages, except to the extent that (i) the person actually received an
improper benefit or profit in money, property or services, or (ii) a judgment or
other final  adjudication is entered in a proceeding based on a finding that the
person's  action,  or  failure to act,  was the result of active and  deliberate
dishonesty  and  was  material  to  the  cause  of  action  adjudicated  in  the
proceeding.  Our charter  contains a provision  providing for elimination of the
liability of our  directors or officers to the company or our  stockholders  for
money damages to the maximum extent permitted by Maryland law from time to time.
We maintain  officers' and directors'  insurance for the benefit of our officers
and directors.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

   Exhibit
   Number                             Exhibit
   ------                             -------

   4.1*      Anworth Mortgage Asset Corporation 1997 Stock Option and Awards
             Plan

   5.1       Opinion of Allen Matkins Leck Gamble & Mallory LLP

   5.2       Opinion of Piper Marbury Rudnick & Wolfe LLP

   23.1      Consent of Independent Auditors

   23.2      Consent of Allen Matkins Leck Gamble & Mallory LLP is contained in
             Exhibit 5.1

   23.3      Consent of Piper Marbury Rudnick & Wolfe LLP is contained in
             Exhibit 5.2

   24.1      Power of Attorney (contained on page II-4 of this registration
             statement)
-----------
--------------------------------------------------------------------------------
*    Incorporated herein by reference to Anworth's Definitive Proxy Statement
     Pursuant to Section 14(a) of the Securities Exchange Act of 1934, filed
     with the Securities and Exchange Commission on April 30, 2001.

Item 9.  Undertakings

     (a) The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                         (i) To  include  any  prospectus  required  by  Section
                    10(a)(3) of the Securities Act of 1933;

                         (ii) To reflect in the  prospectus  any facts or events
                    arising  after  the  effective  date  of  the   registration
                    statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    registration statement; and

                         (iii) To include any material  information with respect
                    to the plan of distribution not previously  disclosed in the
                    registration  statement  or  any  material  change  to  such
                    information in the registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities and Exchange  Commission by Anworth pursuant to Section 13 or Section
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section 13 (a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.





<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Santa Monica, State of California, on the 28th day
of September, 2001.

                        ANWORTH MORTGAGE ASSET CORPORATION

                        By:  /s/  Lloyd McAdams
                          -----------------------------------------
                           Lloyd McAdams
                           Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

     The   undersigned   directors  and  officers  of  Anworth   Mortgage  Asset
Corporation hereby constitute and appoint Lloyd McAdams and Pamela J. Watson and
each of them,  as his true and lawful  attorneys-in-fact  and agents,  with full
power  to act  without  the  other  and with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities to sign any and all amendments (including post-effective  amendments)
to this registration statement, and new registration statements relating to this
Form S-8, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the  premises,  as fully to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated below on the 28th day of September 2001.


          Signature                            Title
          ---------                            -----


/s/  Lloyd McAdams
------------------------------      Chief Executive Officer and Director
Lloyd McAdams                       (Principal Executive Officer)



/s/  Pamela J. Watson
------------------------------      Chief Financial Officer, Executive Vice
Pamela J. Watson                    President and Secretary (Principal Financial
                                    and Accounting Officer)



/s/  Joe E. Davis
------------------------------      Director
Joe E. Davis



/s/  Charles H. Black
-----------------------------       Director
Charles H. Black



/s/  Charles F. Smith
-----------------------------       Director
Charles F. Smith




<PAGE>


                                  EXHIBIT INDEX

   Exhibit
   Number                           Exhibit
   --------                         -------

   4.1*     Anworth Mortgage Asset Corporation 1997 Stock Option and Awards Plan

   5.1      Opinion of Allen Matkins Leck Gamble & Mallory LLP

   5.2      Opinion of Piper Marbury Rudnick & Wolfe LLP

   23.1     Consent of Independent Auditors

   23.2     Consent of Allen Matkins Leck Gamble & Mallory LLP is contained in
            Exhibit 5.1

   23.3     Consent of Piper Marbury Rudnick & Wolfe LLP is contained in
            Exhibit 5.2

   24.1     Power of Attorney (contained on page II-4 of this registration
            statement)

-----------
--------------------------------------------------------------------------------
*    Incorporated herein by reference to Anworth's Definitive Proxy Statement
     Pursuant to Section 14(a) of the Securities Exchange Act of 1934, filed
     with the Securities and Exchange Commission on April 30, 2001.
[{"type": "S-8", "sequence": "1", "filename": "form-s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18297}]
{"company-data": {"conformed-name": "ANWORTH MORTGAGE ASSET CORP", "cik": "0001047884", "assigned-sic": "6798", "irs-number": "522059785", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70478", "film-number": "1748404"}, "business-address": {"street1": "1299 OCEAN AVENUE", "street2": "SUITE 210", "city": "SANTA MONICA", "state": "CA", "zip": "90401", "phone": "3103931428"}, "mail-address": {"street1": "1299 OCEAN AVENUE", "street2": "SUITE 210", "city": "SANTA MONICA", "state": "CA", "zip": "90401"}}
As filed with the Securities and Exchange Commission on September 28, 2001
                                                   Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                       ANWORTH MORTGAGE ASSET CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                  Maryland                                     52-2059785
       (State or Other Jurisdiction of                      (I.R.S. Employer
       Incorporation or Organization)                    Identification Number)

                          1299 Ocean Avenue, Suite 200
                         Santa Monica, California 90401
                      (Address principal executive offices)

      Anworth Mortgage Asset Corporation 1997 Stock Option and Awards Plan
                            (Full Title of the Plan)

                                  Lloyd McAdams
                      Chairman and Chief Executive Officer
                          1299 Ocean Avenue, Suite 200
                         Santa Monica, California 90401
                     (Name and Address of Agent for Service)

                                 (310) 394-0115
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                 Mark J. Kelson
                     Allen Matkins Leck Gamble & Mallory LLP
                      1901 Avenue of the Stars, 18th Floor
                          Los Angeles, California 90067
                                 (310) 788-2400
CALCULATION OF REGISTRATION FEE
======================================= ===================== ===================== ====================== =====================
                                                                Proposed Maximum      Proposed Maximum
        Title of Each Class of              Amount to be       Offering Price Per    Aggregate Offering         Amount of
     Securities to be Registered           Registered (1)           Share(2)                Price            Registration Fee
--------------------------------------- --------------------- --------------------- ---------------------- ---------------------
1997 Stock Option and Awards Plan          361,027 shares            $6.34              $2,288,911.18            $  572.23
 Common Stock, $0.01 par value
(currently outstanding options) ...
--------------------------------------- --------------------- --------------------- ---------------------- ---------------------
1997 Stock Option and Awards Plan
 Common Stock, $0.01 par value             238,973 shares            $6.90              $1,648,913.70           $  412.23
(options available for future grant) .
--------------------------------------- --------------------- --------------------- ---------------------- ---------------------
                               TOTAL                                                    $3,937,824.88           $  984.46
======================================= ===================== ===================== ====================== =====================
(1)   This registration statement also covers an indeterminate number of shares
      of common stock of Anworth Mortgage Asset Corporation which become
      issuable by reason of any stock dividend, stock split, recapitalization or
      other similar transaction, in accordance with Rule 416.

(2)   The proposed maximum offering price per share is estimated solely for the
      purpose of computing the amount of the registration fee under Rule 457(c)
      and (h). With respect to the 361,027 shares underlying outstanding stock
      options and other awards under the 1997 Stock Option and Awards Plan, the
      proposed maximum offering price per share is based on the weighted average
      exercise price of $6.34 per share. With respect to the 238,973 shares
      reserved for future issuance under the 1997 Stock Option and Awards Plan,
      the proposed maximum offering price per share is based on the average of
      the high and low sale price of $7.305 per share of Anworth's common stock
      reported on the American Stock Exchange on September 21, 2001.
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

     The following documents, which have been filed by Anworth with the SEC, are
incorporated by reference in this registration statement:

     (a) Our Annual Report on Form 10-K for the fiscal year ended December 31,
     2000 (filed on March 29, 2001) (File No. 001-13709), which contains audited
     financial statements for our latest fiscal year for which such statements
     have been filed;

     (b) Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
     2001 (filed on August 13, 2001) (File No. 001-13709); and

     (c) The  description  of our Common  Stock  contained  in our  Registration
     Statement on Form 8-A, filed with the Commission on December 12, 1997 (File
     No. 333-38641).

     All documents that we subsequently file under Sections 13(a), 13(c), 14 and
15(d) of the  Securities  Exchange  Act of 1934 before we file a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  herein by reference  shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  registration
statement.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     As permitted  by the  Maryland  General  Corporation  Law, as amended,  our
charter  obligates us to indemnify our present and former directors and officers
and to pay or reimburse  reasonable  expenses for such individuals in advance of
the final  disposition of a proceeding to the maximum extent permitted from time
to time by Maryland  law.  Maryland law permits a  corporation  to indemnify its
present and former  directors and officers,  among  others,  against  judgments,
penalties,  fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those or other  capacities,  unless it is established  that (a)
the act or omission of the director or officer was material to the matter giving
rise to such  proceeding  and (i) was  committed  in bad  faith  or (ii) was the
result of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money,  property or services, or (c) in
the case of any  criminal  proceeding,  the  director or officer had  reasonable
cause to believe that the act or omission was unlawful. Our bylaws implement the
provisions  relating to indemnification  contained in our charter.  Maryland law
permits the charter of a Maryland  corporation  to include a provision  limiting
the liability of our directors and officers to our company and our  stockholders
for money damages, except to the extent that (i) the person actually received an
improper benefit or profit in money, property or services, or (ii) a judgment or
other final  adjudication is entered in a proceeding based on a finding that the
person's  action,  or  failure to act,  was the result of active and  deliberate
dishonesty  and  was  material  to  the  cause  of  action  adjudicated  in  the
proceeding.  Our charter  contains a provision  providing for elimination of the
liability of our  directors or officers to the company or our  stockholders  for
money damages to the maximum extent permitted by Maryland law from time to time.
We maintain  officers' and directors'  insurance for the benefit of our officers
and directors.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

   Exhibit
   Number                             Exhibit
   ------                             -------

   4.1*      Anworth Mortgage Asset Corporation 1997 Stock Option and Awards
             Plan

   5.1       Opinion of Allen Matkins Leck Gamble & Mallory LLP

   5.2       Opinion of Piper Marbury Rudnick & Wolfe LLP

   23.1      Consent of Independent Auditors

   23.2      Consent of Allen Matkins Leck Gamble & Mallory LLP is contained in
             Exhibit 5.1

   23.3      Consent of Piper Marbury Rudnick & Wolfe LLP is contained in
             Exhibit 5.2

   24.1      Power of Attorney (contained on page II-4 of this registration
             statement)
-----------
--------------------------------------------------------------------------------
*    Incorporated herein by reference to Anworth's Definitive Proxy Statement
     Pursuant to Section 14(a) of the Securities Exchange Act of 1934, filed
     with the Securities and Exchange Commission on April 30, 2001.

Item 9.  Undertakings

     (a) The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                         (i) To  include  any  prospectus  required  by  Section
                    10(a)(3) of the Securities Act of 1933;

                         (ii) To reflect in the  prospectus  any facts or events
                    arising  after  the  effective  date  of  the   registration
                    statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    registration statement; and

                         (iii) To include any material  information with respect
                    to the plan of distribution not previously  disclosed in the
                    registration  statement  or  any  material  change  to  such
                    information in the registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities and Exchange  Commission by Anworth pursuant to Section 13 or Section
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section 13 (a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Santa Monica, State of California, on the 28th day
of September, 2001.

                        ANWORTH MORTGAGE ASSET CORPORATION

                        By:  /s/  Lloyd McAdams
                          -----------------------------------------
                           Lloyd McAdams
                           Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     The   undersigned   directors  and  officers  of  Anworth   Mortgage  Asset
Corporation hereby constitute and appoint Lloyd McAdams and Pamela J. Watson and
each of them,  as his true and lawful  attorneys-in-fact  and agents,  with full
power  to act  without  the  other  and with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities to sign any and all amendments (including post-effective  amendments)
to this registration statement, and new registration statements relating to this
Form S-8, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the  premises,  as fully to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated below on the 28th day of September 2001.

          Signature                            Title
          ---------                            -----

/s/  Lloyd McAdams
------------------------------      Chief Executive Officer and Director
Lloyd McAdams                       (Principal Executive Officer)

/s/  Pamela J. Watson
------------------------------      Chief Financial Officer, Executive Vice
Pamela J. Watson                    President and Secretary (Principal Financial
                                    and Accounting Officer)

/s/  Joe E. Davis
------------------------------      Director
Joe E. Davis

/s/  Charles H. Black
-----------------------------       Director
Charles H. Black

/s/  Charles F. Smith
-----------------------------       Director
Charles F. Smith
EXHIBIT INDEX

   Exhibit
   Number                           Exhibit
   --------                         -------

   4.1*     Anworth Mortgage Asset Corporation 1997 Stock Option and Awards Plan

   5.1      Opinion of Allen Matkins Leck Gamble & Mallory LLP

   5.2      Opinion of Piper Marbury Rudnick & Wolfe LLP

   23.1     Consent of Independent Auditors

   23.2     Consent of Allen Matkins Leck Gamble & Mallory LLP is contained in
            Exhibit 5.1

   23.3     Consent of Piper Marbury Rudnick & Wolfe LLP is contained in
            Exhibit 5.2

   24.1     Power of Attorney (contained on page II-4 of this registration
            statement)

-----------
--------------------------------------------------------------------------------
*    Incorporated herein by reference to Anworth's Definitive Proxy Statement
     Pursuant to Section 14(a) of the Securities Exchange Act of 1934, filed
     with the Securities and Exchange Commission on April 30, 2001.