UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________

FORM 8-K

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

Date of Report (Date of earliest event reported):
October 24, 2008

CHIMERA INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)

    Maryland         1-33796         26-0630461    
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)

1211 Avenue of the Americas    
Suite 2902    
    New York, New York           10036    
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 696-0100

  No Change  
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 7.01 Regulation FD Disclosure.

          On October 24, 2008, Chimera Investment Corporation (the “Company”) issued a press release announcing that it has agreed to the sale of 110,000,000 shares of its common stock at $2.25 per share for estimated gross proceeds of approximately $247.5 million. The Company has granted the underwriters a 30-day option to purchase up to an additional 16,500,000 shares of common stock to cover over-allotments. Immediately after this offering, Annaly Capital Management, Inc., the parent corporation of the Company’s external manager, Fixed Income Discount Advisory Company, will acquire 11,681,415 shares of the Company’s common stock in a private offering at the same price per share as the price per share of the public offering. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(a)     

Not applicable.
 
(b)     

Not applicable.
 
(c)     

Not applicable.
 
(d)     

Exhibits:
 
99.1   Press Release, dated October 24, 2008 issued by Chimera
    Investment Corporation.

SIGNATURE

          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 hereunto duly authorized.

    Chimera Investment Corporation
 
 
    By:   /s/ A. Alexandra Denahan  
        Name: A. Alexandra Denahan  
        Title: Chief Financial Officer  
 
 
Date: October 24, 2008