EXHIBIT 3.3

                             AUDIT COMMITTEE CHARTER
                            Thornburg Mortgage, Inc.

                             Revised April 26, 2000

     The  Audit  Committee  (the  "Committee")  is  appointed  by  the Thornburg
Mortgage,  Inc  (the  "Company")  Board of Directors (the "Board") to assist the
Board in fulfilling its oversight responsibilities.  The Audit Committee and the
Board  of  Directors  have  the  responsibility  to  select, evaluate and, where
appropriate, replace the external auditors (the "Auditors"), who are responsible
to  the Board and the Audit Committee.  The Audit Committee, with the assistance
of  Management and the Auditors, will review i) the financial reporting process,
ii)  the  system  of  internal  controls,  iii)  the  audit process, and iv) the
Company's  process  for  monitoring  compliance  with  laws and regulations.  In
performing  its  duties,  the  Committee  will  maintain  effective  working
relationships  with  the  Board  of Directors, Management, and the Auditors.  To
effectively perform its role, each Committee member will obtain an understanding
of  the  responsibilities of Committee membership as outlined in this charter as
well  as  the  Company's business, operations, and risks.  The Board has adopted
and  approved  this  charter  which  will  govern  the  activities  of the Audit
Committee.

     The Audit Committee shall meet the independence and experience requirements
of  the  New  York Stock Exchange ("NYSE") rules on audit committees.  The Audit
Committee  shall have at least three members, all of whom are directors and have
no  business  relationship with the Company (or an affiliate) that may interfere
with  the  exercise of their independent judgment.  If any business relationship
does  exist,  it  will be disclosed to the Board and the Board will determine if
that  business  relationship  might  interfere  with  the director's exercise of
independent  judgment.  In  order  to  serve  on the Audit Committee each member
shall  be  financially  literate.  At  least one member shall have accounting or
related  financial  expertise.  The  Board, based upon the recommendation of the
Nominating  Committee,  shall  appoint  the  members  of  the  Audit  Committee.

     The  Audit  Committee  shall  have  the authority to request any officer or
employee of the Company or the Company's outside counsel or Auditors to attend a
meeting  of the Committee or to meet with any members of, or consultants to, the
Committee.  Under  special  circumstances  that  may  arise,  the  Committee may
request  authority  from the Board of Directors to retain special legal counsel,
auditors  or  other  consultants  to  advise  the  Committee.

     As  a  matter  of  Company  policy  and  as  part  of  the Auditor's annual
engagement  agreement,  the Company's Auditors will review the interim financial
statements  prior  to  filing  its  Form  10-Q  with the Securities and Exchange
Commission  (the  "SEC").  The  Auditors  will  be instructed to communicate any
significant unresolved matters arising out of such review to the Audit Committee
or  its  Chairman,  when  possible,  prior  to  the  filing  of  the  Form 10-Q.

     The  Audit  Committee  shall  meet  separately  at  least  twice  annually
(generally  as  part  of  the annual audit process as described below) and shall
report  on  such  meetings  to  the  Board  at  the  next  earliest opportunity.


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     The  Audit  Committee  shall  have  the  following  responsibilities:

1.   Annually  evaluate the performance of the Auditors,  recommend to the Board
     the  appointment  of the  Auditors  and approve the fees to be paid to such
     Auditors.

2.   Meet  with  the  Auditors  prior  to  the  audit  of the  annual  financial
     statements to review the planning, scope and staffing of the audit.

3.   Meet with the Auditors to review the annual  audited  financial  statements
     and to discuss the results of the audit, including:

     a.   major  issues  regarding   accounting  and  auditing   principles  and
          practices,
     b.   judgments about the quality of the Company's accounting principles and
          underlying estimates,
     c.   the adequacy of internal controls that could significantly  affect the
          Company's financial statements, and
     d.   any other  matters  required to be  discussed by Statement on Auditing
          Standards No. 61,  Communications  With Audit Committees,  relating to
          the conduct of the audit.

4.   Recommend  to the Board  the  inclusion  of the  annual  audited  financial
     statements in the Annual Report on Form 10-K to be filed with the SEC.

5.   The Auditors are free to contact the Chairman of the Audit Committee at any
     time to discuss  any matter that the  Auditors  feel needs to be brought to
     the attention of the Audit Committee.

6.   Annually  receive reports and/or letters from the Auditors  regarding their
     independence  as required by  Independence  Standards Board Standard No. 1.
     Discuss with the Auditors any disclosed  relationships or services that may
     affect  the  Auditors'  independence  and,  if so  determined  by the Audit
     Committee,  recommend  that the Board  take  appropriate  action to satisfy
     itself of the independence of the Auditors.

7.   Review the quarterly financial statements with Management at each quarterly
     Board  meeting and review major risk  exposures  and steps  Management  has
     taken to monitor and control such exposures.

8.   Prior to the Company's  filing and after the Auditors  review,  the Company
     will  distribute  the Annual Report on Form 10-K and  Quarterly  Reports on
     Form 10-Q that are required to be filed with the SEC.

9.   Obtain  quarterly  reports from  Management  and, when  applicable,  annual
     confirmation from the Auditors  regarding the compliance of the Company and
     its subsidiaries  with applicable REIT  requirements,  SEC requirements and
     its investment policies.

10.  Annually,  review and reassess the adequacy of the Audit Committee  Charter
     and recommend any proposed changes to the Board for approval.

11.  Require that the Company's legal counsel disclose at each Board meeting the
     existence of any legal matter that might have a  significant  impact on the
     Company's  financial  statements,  and  notify  the  members  of the  Audit
     Committee of any  significant  legal matter that might arise  between Board
     meetings.


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12.  Require that the Company make  disclosures  as required by the SEC and NYSE
     in its annual proxy statement regarding the following:
     a.   audit committee independence,
     b.   that the Company has adopted an Audit Committee  Charter,  with a copy
          attached every three years, and
     c.   the annual Audit Committee report that the Committee has:
          1.   reviewed  and  discussed  the annual  financial  statements  with
               Management and recommended their inclusion in the Form 10-K,
          2.   met with the Auditors and  discussed  the matters  related to the
               conduct of the audit as required under SAS 61, and
          3.   received  written  disclosures and a letter from the Auditors and
               confirmed the Auditors independence.

13.  Require  Management to provide  written  confirmation  to the NYSE on audit
     committee member qualifications and related board  determinations,  as well
     as the review and re-evaluation of the Audit Committee Charter.

Safe  Harbor  Statement
-----------------------

While  the  Audit  Committee  has  the  responsibilities and powers set forth in
this  Charter,  it  is  not  the  duty of the Audit Committee to plan or conduct
audits  or  to  determine  that the Company's financial statements are complete,
accurate  and in accordance with generally accepted accounting principles.  That
is the responsibility of Management and the Auditors.  Nor is it the duty of the
Audit  Committee  to  conduct  investigations, to resolve disagreements, if any,
between Management and the Auditors or to assure compliance with applicable laws
and  regulations.


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