Bimini Mortgage Management (BMNM)

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

BIMINI MORTGAGE MANAGEMENT, INC.
3305 Flamingo Drive
Vero Beach, Florida 32963

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MARCH 24, 2005

To Our Stockholders:

        The 2005 Annual Meeting of Stockholders of Bimini Mortgage Management (the "Company") will be held at 9:00 a.m. on March 24, 2005, at the Company's offices at 3305 Flamingo Drive, Vero Beach, Florida, for the following purposes:

1.

To elect two Class II directors to serve until the 2008 Annual Meeting of Stockholders, in each case until his successor has been duly elected and qualified;



2.

To consider and vote upon a proposal to ratify the appointment of Ernst & Young LLP as our independent public accountants for the year ending December 31, 2005; and



3.

To transact such other business as may properly come before the meeting.

        The Board of Directors has fixed the close of business on January 28, 2005 as the record date for the meeting. Only holders of record of the Company's Class A and Class B Common Stock as of that date are entitled to notice of and to vote at the meeting and any adjournment or postponement thereof.

        The accompanying form of proxy is solicited by the Board of Directors of the Company. Reference is made to the attached Proxy Statement for further information with respect to the business to be transacted at the meeting.

        All stockholders are cordially invited to attend the meeting in person. However, whether or not you plan to attend, please promptly sign, date and mail the enclosed Proxy Card in the enclosed return envelope, which requires no postage if mailed in the United States. Returning your Proxy Card does not deprive you of your right to attend the meeting and vote your shares in person.

By Order of the Board of Directors,



Robert E. Cauley
Secretary

Vero Beach, Florida
February 11, 2005

BIMINI MORTGAGE MANAGEMENT, INC.
3305 Flamingo Drive
Vero Beach, Florida 32963
(772) 231-1400

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MARCH 24, 2005

        This Proxy Statement is furnished to the holders of Class A and Class B Common Stock, par value $.001 per share (the "Common Stock"), of Bimini Mortgage Management, Inc., a Maryland corporation (the "Company"), in connection with the solicitation by the Company's Board of Directors (the "Board" or "Board of Directors") of proxies to be voted at the Annual Meeting of Stockholders of the Company (the "Meeting") to be held at the Company's offices 3305 Flamingo Drive, Vero Beach, Florida on Thursday, March 24, 2005, at 9:00 a.m. or at any adjournment thereof, for the purposes set forth in the accompanying Notice.

        References in this Proxy Statement to "directors" means directors of the Company, unless the context otherwise requires.

        This Proxy Statement and form of proxy are being mailed to stockholders on or about February 11, 2005. If the enclosed form of proxy is executed and returned, it nevertheless may be revoked by the stockholder at any time prior to its use by filing with the Secretary of the Company a written revocation or a duly executed proxy bearing a later date. A stockholder who attends the meeting in person may revoke his or her proxy at that time and vote in person if so desired. Unless revoked or unless contrary instructions are given, each proxy duly signed, dated and returned will be voted as specified therein, but unless otherwise specified, will be deemed to grant authority to vote, as applicable:

(1)

FOR the election of two director nominees to serve as Class II directors for three-year terms, as provided in Proposal No. 1 below (the "Election Proposal");



(2)

FOR the ratification of the appointment of Ernst & Young LLP as the Company's independent public accountants for the fiscal year ended December 31, 2005; and



(3)

At the discretion of the persons named in the enclosed form of proxy, on any other matter that may properly come before the meeting or any adjournment thereof.

        THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" ELECTION OF EACH OF THE NOMINEES LISTED UNDER THE ELECTION PROPOSAL AND "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED "FOR" ELECTION OF EACH OF THE NOMINEES LISTED UNDER THE ELECTION PROPOSAL AND "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005 IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY.