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                                                                  EXHIBIT 10.3.3

                             THORNBURG MORTGAGE INC.
                      1992 STOCK OPTION AND INCENTIVE PLAN
                       AMENDMENT DATED AS OF JULY 17, 2001


     Pursuant to Section 12 of the 1992 Stock Option and Incentive Plan, amended
and restated as of March 14, 1997, as previously amended as of December 19, 1997
and April 15, 1999 (the "Plan"), the Board of Directors of Thornburg Mortgage,
Inc. (the "Company") hereby revises and amends the terms of the Plan as follows:

          1.   The title of the Plan is hereby amended and restated in its
               entirety to read as follows:

          THORNBURG MORTGAGE INC. 1992 STOCK OPTION AND INCENTIVE PLAN

          2.   Section 2(m) of the Plan is amended and restated in its entirety
               to read as follows:

               (m)."Grant" shall mean the issuance of an Incentive Stock Option,
               Non-Statutory Stock Option, DER, SAR, PSR, Restricted Stock, or
               any combination thereof to an Eligible Person.

          3.   Section 2 of the Plan is amended by adding as Section 2(ee) and
               (ff) thereof, the following:

               (ee)"Restricted Stock" shall mean an award of Shares to an
               Eligible Person subject to restrictions on vesting of ownership
               based upon the completion of the Restricted Period.

               (ff)"Restricted Period" shall have the meaning ascribed to such
               term in Section 7 (l) (iii).

          4.   Section 7 of the Plan is amended by adding as Section 7(l)
               thereof, the following:

               (l) Restricted Stock.

                  (i) General. Restricted Stock may be granted either alone or
in addition to other Grants under the Plan. The Committee shall determine the
Eligible Persons to whom, and the time or times at which, Grants of Restricted
Stock shall be made; the number of Shares to be Granted; the price, if any, to
be paid by the recipient of Restricted Stock Grants; the Restricted Period as
defined in Section 7(l)(iii); any performance objectives as may be specified in
the Agreement; the date or dates on which restrictions applicable to such
Restricted Stock Grants shall lapse during such Restricted Period; and all other
conditions of the Restricted Stock awards. The Committee may also condition the
Grant of Restricted Stock upon such other criteria as the Committee may
determine in its sole discretion. The provisions of Restricted Stock Grants need
not be the same with respect to each recipient.


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                  (ii) Awards and Certificates. The prospective recipient of a
                  Restricted Stock Grant shall not have any rights with respect
                  to such Grant, unless and until such recipient has executed an
                  Agreement evidencing the award and delivered a fully executed
                  copy thereof to the Company, within a period of sixty days (or
                  such other period as the Committee may specify) after the
                  Grant date. Except as otherwise provided below in this Section
                  7(l), (i) each Eligible Person who is awarded Restricted Stock
                  shall be issued a stock certificate in respect of such shares
                  of Restricted Stock; and (ii) such certificate shall be
                  registered in the name of the Eligible Person, and shall bear
                  an appropriate legend referring to the terms, conditions, and
                  restrictions applicable to such award, substantially in the
                  following form:

                  "The securities represented by this certificate are subject to
         a vesting agreement between Thornburg Mortgage, Inc. and the registered
         holder and may not be transferred except in compliance of such
         agreement or until _________ when the shares have vested."

     The Company shall require that the stock certificates evidencing such
shares be held in the custody of the Company until the restrictions thereon
shall have lapsed, and that, as a condition of any Grant of Restricted Stock,
the Participant shall have delivered a stock power, endorsed in blank, relating
to the Stock covered by such Grant.

              (iii) Restrictions and Conditions. The Grants of Restricted Stock
granted pursuant to this Section 7(l) shall be subject to the following
restrictions and conditions:

         (A) Subject to the provisions of the Plan and the Agreement, during
such period as may be set by the Committee commencing on the Grant date (the
"Restricted Period"), the Eligible Person shall not be permitted to sell,
transfer, pledge or assign share of Restricted Stock, issued to the Eligible
Person; provided, however, that the Committee may determine, in its sole
discretion, provide for the lapse of such restrictions in installments and may
accelerate or waive such restrictions in whole or in part based on such factors
and such circumstances as the Committee may determine, in its sole discretion,
including, but not limited to, the attainment of certain performance related
goals, the Eligible Person's termination, death or Disability or the occurrence
of a "Change of Control" as defined in Section 10.

         (B) Except as provided in paragraph (l)(iii) (A) of this Section 7, the
Eligible Person shall have, with respect to the shares of Restricted Stock, all
of the rights of a stockholder of the Company, including the right to vote the
Shares, and the right to receive any dividends thereon during the Restricted
Period. Certificates for Shares of unrestricted stock shall be delivered to the
recipient promptly after, and only after, the Restricted Period shall expire
without forfeiture in respect of such shares covered by the Grant of Restricted
Stock, except as the Committee, in its sole discretion, shall otherwise
determine.




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                  (C) Subject to the provisions of the Plan and Agreement and
this Section 7(l), upon termination of employment for any reason during the
Restricted Period, all shares subject to any restriction as of the date of such
termination shall be forfeited by the Eligible Person, and the Eligible Person
shall only receive the amount, if any, paid by the Eligible Person for
Restricted Stock.

     The Company has caused this amendment of the Plan to be executed in the
name and on behalf of the Company by an officer of the Company thereunto duly
authorized as of July 17, 2001.


                      THORNBURG MORTGAGE INC.,
                      a Maryland corporation


                      By: /s/ Garrett Thornburg
                         --------------------------------------------------
                          Garrett Thornburg,
                          Chairman