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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 19, 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 1.01 Entry into a Material Definitive Agreement.

     On October 19, 2008, Chimera Investment Corporation (“Chimera”) and Fixed Income Discount Advisory Company (“FIDAC”) amended the management agreement between the parties to provide that the incentive fee be eliminated in its entirety and that FIDAC receive only the base management fee of 1.50% per annum of Chimera’s stockholders’ equity.

Item 8.01 Other Events.

     On October 20, 2008, Chimera issued a press release pertaining to the amendment of the management agreement between Chimera and FIDAC. 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:
 
    10.1      Form of Amendment No. 2 to the Management Agreement between Chimera Investment Corporation and Fixed Income Discount Advisory Company.
 
    99.1      Press Release, dated October 20, 2007, 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 20, 2008