SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): February 10, 2004                

MFA MORTGAGE INVESTMENTS, INC.
(Exact Name of Registrant as Specified in Its Charter)

350 Park Avenue, 21^st Floor, New York, New York 10022
(Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, Including Area Code: (212) 207-6400               

               Not Applicable               
(Former name or former address, if changed since last report)

ITEM 5. OTHER EVENTS

     On February 10, 2004, MFA Mortgage Investments, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with UBS Securities LLC, RBC Capital Markets Corporation and Piper Jaffray & Co. (collectively, the “Underwriters”) relating to the sale of 7,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and the granting to the Underwriters of an option to purchase up to an additional 1,125,000 shares of Common Stock to cover over-allotments that may occur during the offering process (the “Offering”). A copy of the Underwriting Agreement is attached as an exhibit hereto.

     The net proceeds to the Company from the Offering are expected to be approximately $72.0 million (or approximately $82.8 million if the Underwriters exercise their over-allotment option in full), after deducting underwriting discounts and commissions and the estimated Offering expenses of the Company.

ITEM 7. EXHIBITS

     The following exhibit is filed as part of this current report in accordance with the provisions of Item 601 of Regulation S-K:

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 hereunto duly authorized.

Date: February 11, 2004