EXHIBIT 10.3.2

















                      THORNBURG MORTGAGE ASSET CORPORATION
                      1992 STOCK OPTION AND INCENTIVE PLAN,
                      AMENDMENT DATED AS OF APRIL 15, 1999

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                      THORNBURG MORTGAGE ASSET CORPORATION
                      1992 STOCK OPTION AND INCENTIVE PLAN
                      AMENDMENT DATED AS OF APRIL 15, 1999

     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
(the  "Plan"),  the  Board  of Directors of Thornburg Mortgage Asset Corporation
(the  "Company")  hereby  revises  and  amends the terms of the Plan as follows:

     1.     The  fourth article of the Plan is amended by adding as Section 4(d)
thereof,  the  following:

     d.     Interested  Committee Member.  Grants pursuant to Section 7(c) to be
            ----------------------------
made  to a Non-Employee Director who is a member of the Committee are subject to
approval  by  the  Committee  without  the participation or vote of the proposed
recipient  Non-Employee  Director.

     2.     Section  7(b) of the Plan is amended and restated in its entirety to
read  as  follows:

     b.     Written  Agreements.
            -------------------

     i.     Agreements.  Grants  to  Eligible  Persons  shall  be  evidenced  by
            ----------
written  Agreements  in  such  form  as  the  Committee  shall from time to time
determine.  Such  Agreements  shall  comply with and be subject to the terms and
conditions  set  forth  below.

     ii.     Number  of  Shares.  The  Agreement  affecting each Option or other
             ------------------
Grant  made  to  an Eligible Person shall state the number of Shares to which it
pertains  and  shall  provide  for the adjustment thereof in accordance with the
provisions  of  Section  10  hereof.

     3.     Section  7(c)  (iv)  of  the  Plan  is  amended  and restated in its
entirety  to  read  as  follows:

     i.     Generally,  to  exercise such powers and to perform such acts as are
deemed  necessary or expedient to promote the best interests of the Company with
respect  to the Plan.  Each Option shall state the Exercise Price.  The Exercise
Price for any Option shall not be less than the Fair Market Value on the date of
Grant.

     4.     The  first  sentence  of  Section  7(d)  of  the Plan is amended and
restated  in  its  entirety  to  read  as  follows:

     d.     The  Purchase  Price for each Option granted to an Optionee shall be
payable  in  full  in  United  States  dollars  upon the exercise of the Option.

     5.     Section  7(f) of the Plan in amended and restated in its entirety to
read  as  follows:

     f.     Termination  of Employment, Except by Death or Disability.  Upon any
            ---------------------------------------------------------
Termination  of  Employment  for  any  reason  other  than  his  or her death or
Disability,  a  recipient  of  a  Grant  shall  have  the  right, subject to the
restrictions  of  (c)  above, to exercise or redeem his or her Grant at any time
within  three (3) months after Termination of Employment, but only to the extent
that,  at  the  date  of  Termination  of  Employment,  the recipient's right to
exercise  or  redeem  such  Grant  had  accrued  pursuant  to  the  terms of the
applicable  Agreement  and had not previously been exercised; provided, however,
                                                              -----------------
that  if  the  recipient was terminated as an Employee or removed as a member of
the  Board for cause (as defined in the applicable Agreement or as determined by
the  Committee)  any  Grant  not  exercised  or  redeemed  in full prior to such
termination  shall  be canceled; and further provided, however, no DERs, SARs or
                                     -------------------------
PSRs  shall  accrue  for  such  recipient  after  the  effect date of his or her
Termination  of Employment.  For this purpose, the employment relationship shall
be  treated  as continuing intact while the recipient is on military leave, sick
leave  or  other  bona  fide  leave  of  absence  (to  be determined in the sole
discretion  of the Committee).  The foregoing notwithstanding, in the case of an
Incentive  Stock  Option,  employment shall not be deemed to continue beyond the
ninetieth  (90th) day after the Optionee's reemployment rights are guaranteed by
statute  or  by  contract.

     6.     Section  7(j) of the Plan is amended and restated in its entirety to
read  as  follows:

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     j.     Modification,  Extension  and  Renewal  of  Option.  Within  the
            --------------------------------------------------
limitations of the Plan, including Section 4(d) hereof, with respect to Options,
the  Committee  may  modify,  extend  or renew outstanding Options or accept the
cancellation of outstanding Options (to the extent not previously exercised) for
the  granting  of  new  Options in substitution therefor.  The Committee may not
modify,  extend  or  renew  any  Option  unless  such modification, extension or
renewal  shall  satisfy  the  requirements  of  Rule  16b-3.  The  foregoing
notwithstanding,  no modification of an Option shall, without the consent of the
Optionee,  alter or impair any rights or obligations under any Option previously
granted.

     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  April  15,  1999.

                                   THORNBURG  MORTGAGE  ASSET  CORPORATION
                                   a  Maryland  corporation


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

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