EXHIBIT 4.4

     Form of Preferred Stock Certificate for Series B Cumulative Preferred Stock
(Face)

Temporary  Certificate  -  Exchangeable for Definitive Engraved Certificate When
Ready  for  Delivery

SERIES  B  CUMULATIVE
PREFERRED  STOCK

THORNBURG  MORTGAGE,  INC.

SEE  REVERSE  FOR  CERTAIN  DEFINITIONS

CUSIP  885218

INCORPORATED  UNDER  THE  LAWS  OF  THE  STATE  OF  MARYLAND

THIS CERTIFICATE IS TRANSFERABLE IN BOSTON, MASSACHUSETTS AND NEW YORK, NEW YORK

This  Certifies  that



is  the  record  holder  of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES B CUMULATIVE PREFERRED STOCK,
$.01  PAR  VALUE,  OF

THORNBURG  MORTGAGE,  INC.

transferable  on  the books of the Corporation by the holder hereof in person or
by  duly  authorized  attorney  upon  the surrender of this Certificate properly
endorsed.  This  Certificate  is  not  valid  until  countersigned
by  a  Transfer  Agent  and  registered  by  the  Registrar.
WITNESS  the  facsimile  Corporate  Seal  of  this Corporation and the facsimile
signatures  of  its  duly  authorized  officers.

Dated:

Countersigned  and  Registered;
CONTINENTAL  STOCK  TRANSFER  &  TRUST  COMPANY
Transfer  Agent  and  Registrar
By


Authorized  Signature


Secretary            Chairman


<PAGE>
   Form of Preferred Stock Certificate for Series B Cumulative Preferred  Stock
                                     (Back)

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
OWNERSHIP  AND  TRANSFER FOR THE PURPOSE OF MAINTAINING THE CORPORATION'S STATUS
AS  A  REAL  ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED,  INCLUDING A RESTRICTION ON OWNERSHIP OF EQUITY STOCK IN EXCESS OF 9.9%
(SUBJECT  TO  CERTAIN  EXCEPTIONS)  OF  THE  OUTSTANDING  EQUITY  STOCK  OF  THE
CORPORATION  ALL AS SET FORTH IN THE CORPORATION'S ARTICLES OF INCORPORATION, AS
THE  SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH WILL BE SENT WITHOUT
CHARGE  TO  EACH  SHAREHOLDER  WHO  SO REQUESTS. SUCH REQUEST MAY BE MADE TO THE
TRANSFER  AGENT  OR  THE  SECRETARY  OF  THE  CORPORATION.

IN  ADDITION,  THE  CORPORATION  WILL  FURNISH TO ANY SHAREHOLDER ON REQUEST AND
WITHOUT  CHARGE  A  FULL  STATEMENT  OR  SUMMARY  OF  THE  DESIGNATIONS  AND ANY
PREFERENCES,  CONVERSION  AND  OTHER  RIGHTS,  VOTING  POWERS,  RESTRICTIONS,
LIMITATIONS  AS  TO  DIVIDENDS,  QUALIFICATIONS  AND  TERMS  AND  CONDITIONS  OF
REDEMPTION  OF  THE  STOCK  OF  EACH  CLASS  AND SERIES WHICH THE CORPORATION IS
AUTHORIZED  TO  ISSUE AND THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES
BETWEEN  THE  SHARES  OF  EACH CLASS AND SERIES, IF ANY, TO THE EXTENT THEY HAVE
BEEN  SET,  AND  OF  THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET THE RELATIVE
RIGHTS  AND  PREFERENCES  OF  SUBSEQUENT SERIES. SUCH REQUEST MAY BE MADE TO THE
TRANSFER  AGENT  OR  THE  SECRETARY  OF  THE  CORPORATION.

KEEP  THIS  CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE
CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT  CERTIFICATE.

The  following  abbreviations,  when used in the inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according  to  applicable  laws  or  regulations:

     TEN  COM     -     as  tenants  in  common
     TEN  ENT     -     as  tenants  by  the  entireties
      JT  TEN     -     as  joint  tenants  with  right  of
                        survivorship  and  not  as  tenants
                        in  common

     UNIF  GIFT  MIN  ACT -        Custodian
                            ------           --------
                            (Cust)           (Minor)
                       under  Uniform  Gifts  to  Minors
                       Act
                           --------------------------------
                                         (State)
UNIF  TRF  MIN  ACT -          Custodian  (until  age      )
                      --------                        ----
                       (Cust)
                                under  Uniform  Transfers
                      ---------
                      (Minor)
                      to  Minors  Act
                                      --------------------------------
                                               (State)

Additional  abbreviations  may  also  be  used  though  not  in  the above list.

    FOR VALUE RECEIVED,                    hereby sell, assign and transfer unto

     PLEASE  INSERT  SOCIAL  SECURITY  OR  OTHER
     IDENTIFYING  NUMBER  OF  ASSIGNEE

 (PLEASE  PRINT  OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


                                      B-1
<PAGE>
Shares
of  the  capital  stock  represented  by  the  within Certificate, and do hereby
irrevocably  constitute  and  appoint

Attorney
to  transfer  the  said  stock on the books of the within named Corporation with
full  power  of  substitution  in  the  premises.

Dated

X
X

NOTICE:

THE  SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON  THE  FACE  OF  THE  CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT  OR  ANY  CHANGE  WHATEVER.

Signature(s)  Guaranteed
By


THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN  APPROVED  SIGNATURE  GUARANTEE  MEDALLION  PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.


                                      B-2
<PAGE>