UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549____________FORM 8-KCURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934Date of Report (Date of earliest event reported):April 10, 2013CREXUS INVESTMENT CORP.(Exact name of registrant as specified in its charter) 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):

April 16, 2013

CREXUS INVESTMENT CORP.

(Exact name of registrant as specified in its charter)

Maryland	1-34451	26-2652391
(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: (646) 829-0160

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

(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~~ITEM 75.01. ~~Regulation~~CHANGE FDIN ~~Disclosure.~~CONTROL OF REGISTRANT

On April 1016, 2013, ~~the~~Annaly ~~Company~~Capital ~~issued~~Management, aInc. ~~press release relating to the~~(“Annaly”), ~~cash~~through ~~tender~~its ~~offer~~wholly ofowned ~~$13.00 per common share~~subsidiary, ~~plus~~CXS aAcquisition ~~sum~~Corporation ~~approximating~~(“Acquisition”), ~~a prorated~~accepted ~~portion~~all of the ~~dividend~~shares ~~the~~of ~~tendering stockholder would have~~common ~~received~~stock ~~with~~of ~~regard~~CreXus toInvestment ~~the~~Corp. ~~quarter during which the tender offer expires~~ (the “~~Offer~~Company”), ~~commenced~~validly ontendered ~~March 18,~~in ~~2013~~response byto ~~CXS Acquisition Corporation (the “Purchaser”),~~ a ~~wholly~~tender ~~owned~~offer ~~subsidiary~~by ofAcquisition ~~Annaly~~that expired ~~Capital~~on ~~Management~~April 16, ~~Inc.~~2013 ~~(“Annaly”).~~and Awere ~~copy~~not ofproperly ~~the~~withdrawn. ~~press~~This ~~release~~transaction ~~is attached~~increased ~~hereto~~the asnumber ~~Exhibit~~of ~~99.1~~shares ~~and~~of isthe ~~incorporated~~Company’s ~~herein by reference.~~common Instock ~~accordance~~held ~~with~~by ~~General~~Annaly, ~~Instruction~~directly ~~B.2~~or ofindirectly, ~~Form~~to ~~8-K~~64,753,114 ~~the~~shares ~~information set~~(assuming ~~forth~~that inall ~~this~~shares ~~Item~~tendered ~~7.01~~by ~~and~~guaranteed ~~Exhibit 99.1 is deemed to be furnished~~delivery ~~and~~are ~~shall~~received), ~~not~~which beis ~~deemed~~equal to beapproximately ~~“filed”~~84.5% ~~for purposes~~ of the ~~Securities Exchange~~Company’s ~~Act~~outstanding ofcommon ~~1934, as amended~~stock.

~~Additional~~The ~~Information~~purchase price for the tendered shares totaled $720.8 million. Annaly funded the acquisition with existing cash on hand.

~~This~~Annaly ~~Current~~does ~~Report~~not isexpect ~~neither an offer~~ to ~~purchase~~cause ~~nor~~ a ~~solicitation of~~change anin ~~offer to sell securities. The Offer is being made pursuant to a Tender Offer Statement on Schedule TO (including~~ the ~~Offer to Purchase,~~Company’s ~~the~~directors ~~related~~until ~~Letter~~completion of ~~Transmittal~~a ~~and~~planned ~~other~~merger ~~tender~~of ~~offer~~Acquisition ~~materials) filed by Annaly~~ and the ~~Purchaser with the SEC on March 18~~Company, ~~2013,~~which ~~as amended~~is orexpected ~~updated on March 26, 2013 and April 2, 2013, and pursuant~~ to a ~~Transaction~~take ~~Statement~~place on ~~Schedule 13E-3 filed by Annaly and the~~or ~~Purchaser~~about ~~with~~May ~~the SEC on March 26~~23, 2013~~, as amended on April 2, 2013~~. In addition, CreXus filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 on March 18, 2013, as amended on April 2, 2013, and a Transaction Statement on Schedule 13E-3 with respect to the Offer on April 2, 2013. Annaly’s Tender Offer Statement on Schedule TO (and related materials) and Transaction Statement on Schedule 13E-3 and CreXus’ Solicitation/Recommendation Statement on Schedule 14D-9 and Transaction Statement on Schedule 13E-3, each as amended, contain important information that stockholders should read carefully before making any decision with respect to the Offer. These materials may be obtained at no charge upon request to Innisfree, the information agent for the tender offer, at (877) 877-1875 (toll free). In addition, all of those materials (and all other offer documents filed with the SEC) are available at no charge on the SEC’s website at http://www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by the Company by contacting Investor Relations at 646-829-0159.

~~Safe Harbor for Forward-Looking Statements~~ SIGNATURES

~~This~~Pursuant ~~Current Report on Form 8-K contains forward-looking statements relating~~ to the ~~potential~~requirements ~~acquisition~~ of the Company by Annaly Capital Management, Inc., including the expected timing for the transaction and the potential benefits of the transaction. These are forward-looking statements for purposes of the safe harbor provisions under the Private Securities ~~Litigation~~Exchange ~~Reform~~ Act of ~~1995.~~1934, ~~Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause~~ the ~~actual results~~registrant tohas ~~differ~~duly ~~from~~caused ~~expectations contemplated by any forward-looking statements in~~ this ~~Current~~report ~~Report include: uncertainties as~~ to ~~the timing of the tender offer and merger; uncertainties as to how many of the Company stockholders will tender their stock in the offer; the possibility that competing offers will~~ be ~~made;~~signed the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in the documents we file from time to time with the SEC, including our annual report on ~~Form 10-K for the year ended~~ ~~December~~its ~~31,~~behalf ~~2012~~by ~~and quarterly and current reports on Form 10-Q and 8-K. These forward-looking statements reflect our expectations as of~~ the ~~date~~ ofundersigned ~~this~~hereunto ~~Current~~duly ~~Report~~authorized.

Item 9.01. Financial Statements and Exhibits

	CreXus Investment Corp.


	By:	/s/ Kevin Riordan
		Name:	Kevin Riordan
		Title:	Chief Executive Officer and President

Date: April 22, 2013

99.1 Press Release, dated April 10, 2013, issued by CreXus Investment Corp.

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.

	CreXus Investment Corp.
	By:	/s/ Daniel Wickey
		Name:	Daniel Wickey
		Title:	Chief Financial Officer
Date: April 10, 2013

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