UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

New York Mortgage Trust, Inc.

(Name of Issuer)

 

Common Stock, par value $.01

(Title of Class of Securities)

 

649604105

(CUSIP Number)

 

September 9, 2005

((Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

1.

NAME OF REPORTING PERSONS/

 

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

 

Franklin Mutual Advisers, LLC (22-3463202)

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

 

(b)

X

 

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

 

5.

SOLE VOTING POWER

 

564,583 (See Item 4)

 

6.

SHARED VOTING POWER

 

0

 

7.

SOLE DISPOSITIVE POWER

 

564,583 (See Item 4)

 

8.

SHARED DISPOSITIVE POWER

 

0

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

564,583

 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

CERTAIN SHARES o

 

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.1%

 

12.

TYPE OF REPORTING PERSON

 

IA

 

 

 

 

 

Item 1.

(a) Name of Issuer:

 

New York Mortgage Trust, Inc.

 

(b) Address of Issuer's Principal Executive Offices:

 

1301 Avenue of the Americas

New York, NY 10019

 

 

 

Item 2.

(a) Name of Person Filing:

 

(i):

Franklin Mutual Advisers, LLC

 

(b) Address of Principal Business Office:

 

(i):

51 John F. Kennedy Parkway

 

Short Hills, NJ 07078

 

 

(c) Place of Organization or Citizenship:

 

(i):

Delaware

 

(d) Title of Class of Securities:

 

Real Estate Investment Trust Units

 

(e) CUSIP Number:

 

649604105

 

 

 

 

 

 

 

Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2 and the person filing is: Franklin Mutual Advisers, LLC, an investment adviser in accordance with Section 240.13d-1(b)1(ii)(E). (Note: See Item 4)

 

Item 4. Ownership

 

The securities reported on herein are beneficially owned by one or more open-end investment companies or other managed accounts which, pursuant to advisory contracts, are advised by Franklin Mutual Advisers, LLC ("FMA"), formerly Franklin Mutual Advisers, Inc., an indirect wholly owned subsidiary of Franklin Resources, Inc. ("FRI"). Such advisory contracts grant to FMA all investment and voting power over the securities owned by such advisory clients. Therefore, FMA may be deemed to be, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "1934 Act") the beneficial owner of the securities covered by this statement.

 

Beneficial ownership by investment advisory subsidiaries and other affiliates of FRI is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by FMA are exercised independently from FRI, its parent holding company, and from all other investment advisor subsidiaries of FRI (FRI, its affiliates and investment advisor subsidiaries other than FMA are collectively referred to herein as “FRI affiliates”). Furthermore, FMA and FRI internal policies and procedures establish informational barriers that prevent the flow between FMA and the FRI affiliates of information that relates to the voting and investment powers over the securities owned by their respective advisory clients. Consequently, FMA and the FRI affiliates each report the securities over which they hold investment and voting power separately from each other.

 

Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10% of the outstanding Common Stock of FRI and are the principal shareholders of FRI. However, because FMA exercises voting and investment powers on behalf of its advisory clients independently of FRI, the Principal Shareholders, and their respective affiliates, beneficial ownership of the securities being reported by FMA is being attributed only to FMA. FMA disclaims any economic interest or beneficial ownership in any of the securities covered by this statement.

 

Furthermore, FMA is of the view that it is not acting as a "group" with FRI, the Principal Shareholders, or their respective affiliates for purposes of Section 13(d) under the 1934 Act and that none of them are otherwise required to attribute to each other the "beneficial ownership" of securities held by any of them or by any persons or entities advised by FRI subsidiaries.

 

(a) Amount Beneficially Owned:

 

564,583

 

(b) Percent of Class:

 

3.1%

 

 

 

 

 

 

 

 

(c) Number of Shares as to which the person has:

 

(i) Sole power to vote or to direct the vote

 

Franklin Mutual Advisers, LLC:

564,583

 

(ii) Shared power to vote or to direct the vote:

 

0

 

(iii) Sole power to dispose or to direct the disposition of

 

Franklin Mutual Advisers, LLC:

564,583

 

(iv) Shared power to dispose or to direct the disposition of:

 

0

 

 

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

 

Not Applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person

 

The clients of Franklin Mutual Advisers, LLC, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to direct the receipt of dividends from, as well as the proceeds from the sale of, such securities reported on in this statement.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable

 

 

Item 8. Identification and Classification of Members of the Group

 

Not Applicable

 

 

Item 9. Notice of Dissolution of Group

 

Not Applicable

 

 

 

 

 

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purposes or effect.

 

This report shall not be construed as an admission by the persons filing the report that they are the beneficial owner of any securities covered by this report.

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: October 7, 2005

 

Franklin Mutual Advisers, LLC

 

 

By: /s/BRADLEY D. TAKAHASHI

-----------------------

Bradley D. Takahashi

 

Vice President