SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Flax Samuel Allan (Last) (First) (Middle) 2 BETHESDA METRO CENTER 14TH FLOOR (Street) BETHESDA MD 20814 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/14/2008	3. Issuer Name and Ticker or Trading Symbol American Capital Agency Corp [ AGNC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP & Secretary	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

	/s/ Cydonii Fairfax, as Attorney-in-Fact for the Reporting Person pursuant to the Power of Attorney filed hereto as Exhibit 24.1	05/14/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 24.1

Power of Attorney

	Know all by these presents, that the undersigned hereby constitutes and
appoints each of John R. Erickson, Samuel A. Flax, and Cydonii V. Fairfax, as
the undersigned's true and lawful attorney-in-fact to execute and file on behalf
of the undersigned in the undersigned's capacity as a Director and/or Officer of
American Capital Agency Corp. ("American Capital") all necessary and/or required
applications, reports, registrations, information, documents and instruments
filed or required to be filed by American Capital or the undersigned with the
Securities and Exchange Commission ("SEC"), any stock exchanges or any
governmental official or agency, including without limitation:

1)	execute and file Forms 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder and a Form ID, Uniform
Application for Access codes to file on EDGAR;

2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, 5 or
Form ID and timely file such Forms 3, 4, 5 or Form ID, including amendments
thereto;

3)	execute and file Form 144 in accordance with Rule 144 of the Securities Act
of 1933, as amended, and the rules thereunder;

4)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 144 and
timely file such Form 144;

5)	execute and file Schedules 13D and 13G in accordance with all applicable
laws;

6)	take any other action of any type whatsoever in connection with the
foregoing, which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

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	The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.  Each of the attorneys-in-fact named herein shall have the power to act
hereunder with or without the other.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is American Capital assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed on the date set forth below.

Signature	Date

	/s/ Samuel A. Flax
	May 12, 2008