EXHIBIT 3.1.4

                            THORNBURG MORTGAGE, INC.

                             ARTICLES SUPPLEMENTARY

          THORNBURG  MORTGAGE  INC.,  a Maryland corporation (hereinafter called
the  "Corporation"),  having  its principal office at 119 E. Marcy Street, Santa
Fe,  New  Mexico  87501, hereby certifies to the State Department of Assessments
and  Taxation  of  Maryland  that:

     FIRST:     Pursuant to authority expressly vested in the Board of Directors
of  the Corporation by Article FIFTH (A) of the Articles of the Corporation, the
Board  of  Directors  has  duly  divided  and  classified  22,000 authorized but
unissued  shares of the capital stock of the Corporation into a class designated
as Series B Cumulative Preferred Stock and has provided for the issuance of such
class.

     SECOND:     The  reclassification increases the number of shares classified
as  Series  B  Cumulative  Preferred  Stock,  par value $0.01 per share, from no
shares  immediately  prior  to the reclassification to 22,000 shares immediately
after  the reclassification. The reclassification decreases the number of shares
classified  as  Common  Stock, par value $0.01 per share, from 47,240,000 shares
immediately prior to the reclassification to 47,218,000 shares immediately after
the  reclassification.

     THIRD:      The terms of the Series B Cumulative Preferred Stock (including
the  preferences,  voting  powers, restrictions, limitations as to dividends and
other  distributions,  qualifications,  or terms or conditions of redemption) as
set  by  the  Board  of  Directors  are  as  follows:

          (a)  Designation  and  Amount.
               ------------------------

     This  class  of  Preferred Stock shall be designated as Series B Cumulative
Preferred  Stock  (the  "Series  B  Cumulative  Preferred Stock") and Twenty Two
Thousand  (22,000)  shall  be  the  authorized number of shares of such Series B
Cumulative  Preferred  Stock  constituting  such class.  The number of shares of
Series  B Cumulative Preferred Stock may be increased or decreased by resolution
of  the  Board of Directors and by the filing of Articles Supplementary pursuant
to  the  provisions  of  the  General  Corporation  Law of the State of Maryland
stating  that  such  increase  or  reduction has been so authorized; however, no
decrease  shall  reduce  the  number  of shares of Series B Cumulative Preferred
Stock  to a number less than that of the number of shares of Series B Cumulative
Preferred  Stock  then  outstanding  plus  the  number  of  shares  of  Series B
Cumulative Preferred Stock issuable upon exercise of outstanding rights, options
or  warrants  or  upon  conversion  of  outstanding  securities  issued  by  the
Corporation.

          (b)     Dividends  and  Distributions.
                   -----------------------------

               (1)  (i)  Subject  to the rights of the holders of Series A 9.68%
          Cumulative  Convertible  Preferred  Stock  and  any  other  series  of
          Preferred  Stock (or any similar shares) ranking prior to the Series B
          Cumulative  Preferred  Stock with respect to dividends, the holders of
          Series  B  Cumulative Preferred Stock, in preference to the holders of
          Common  Stock  and  of  any  other  junior shares, will be entitled to
          receive,  when,  as  and  if declared by the Board of Directors out of
          funds  legally  available  for  the  purpose,  cumulative  quarterly
          dividends  payable  in  cash  on  the  fifteenth  day  of March, June,
          September  and December in each year (each such date being referred to
          herein  as  a  "Quarterly  Dividend  Payment Date"), commencing on the
          first  Quarterly  Dividend  Payment Date after the first issuance of a
          share  of  Series B Cumulative Preferred Stock or fraction thereof, in
          an amount per share (rounded to the nearest cent) equal to the greater
          of  (a)  $1.00  or  (b)  subject  to  the  provisions  for  adjustment
          hereinafter  set  forth, 1,000 times the aggregate per share amount of
          all  cash  dividends,  and  1,000 times the aggregate per share amount
          (payable  in  kind)  of  all  noncash dividends or other distributions
          other  than a dividend payable in Common Stock or a subdivision of the
          outstanding  Common Stock (by reclassification or otherwise), declared
          on the Common Stock after the immediately preceding Quarterly Dividend
          Payment Date, or, with respect to the first Quarterly Dividend Payment
          Date,  after  the  first  issuance of any share of Series B Cumulative
          Preferred  Stock  or  fraction thereof. Such dividend shall be payable
          before  any dividends shall be paid upon, or set apart for, the Common
          Stock and shall be cumulative so that if any dividend on the Preferred
          Stock  shall  not  have been paid as required, the deficiency (without
          interest)  shall be paid or set apart for payment before any dividends
          shall  be  paid upon, or set apart for, the Common Stock. The multiple
          of  cash  and  noncash dividends declared on the Common Stock to which


<PAGE>
          holders of the Series B Cumulative Preferred Stock are entitled, which
          is  1,000  initially  but  which will be adjusted from time to time as
          hereinafter  provided,  is  hereinafter  referred  to as the "Dividend
          Multiple."  If the Corporation at any time after January 25, 2001 (the
          "Rights  Declaration  Date"): (i) declares or pays any dividend on the
          Common Stock payable in Common Stock, or (ii) effects a subdivision or
          combination  or  consolidation  of  the  outstanding  Common Stock (by
          reclassification  or otherwise than by payment of a dividend in Common
          Stock) into a greater or lesser number of shares of Common Stock, then
          in  each  such case the Dividend Multiple thereafter applicable to the
          determination  of  the  amount  of  dividends that holders of Series B
          Cumulative  Preferred  Stock  are  entitled  to  receive  will  be the
          Dividend  Multiple  applicable  immediately  prior  to  that  event
          multiplied  by  a  fraction,  the  numerator of which is the number of
          shares  of  Common  Stock outstanding immediately after that event and
          the  denominator  of  which  is  the  number of shares of Common Stock
          outstanding  immediately  prior  to  that  event.

                    (ii)  Notwithstanding  anything  else  contained  in  this
               paragraph  (1),  the  Corporation  shall,  out  of  funds legally
               available for that purpose, declare a dividend or distribution on
               the  Series  B  Cumulative  Preferred  Stock  as provided in this
               paragraph  (1)  immediately  after  it  declares  a  dividend  or
               distribution  on  the Common Stock (other than a dividend payable
               in  Common  Stock);  but  if no dividend or distribution has been
               declared  on  the  Common  Stock  during  the  period between any
               Quarterly Dividend Payment Date and the next subsequent Quarterly
               Dividend  Payment  Date,  a  dividend  of  $1.00 per share on the
               Series  B Cumulative Preferred Stock shall nevertheless accrue on
               such  subsequent  Quarterly  Dividend  Payment  Date.

               (2)  Dividends  will  begin  to  accrue  and  be  cumulative  on
          outstanding  Series  B  Cumulative  Preferred Stock from the Quarterly
          Dividend  Payment Date next preceding the date of issue of such Series
          B  Cumulative Preferred Stock, unless the date of issue of such shares
          is  prior  to the record date for the first Quarterly Dividend Payment
          Date, in which case dividends on such shares will begin to accrue from
          the  date  of  issue  of such shares, or unless the date of issue is a
          Quarterly Dividend Payment Date or is a date after the record date for
          the  determination  of  holders of Series B Cumulative Preferred Stock
          entitled  to  receive  a  quarterly dividend and before such Quarterly
          Dividend  Payment  Date, in either of which events such dividends will
          begin to accrue and be cumulative from such Quarterly Dividend Payment
          Date.  Accrued  but unpaid dividends will not bear interest. Dividends
          paid on the Series B Cumulative Preferred Stock in an amount less than
          the  total amount of such dividends at the time accrued and payable on
          such shares will be allocated pro rata on a share-by-share basis among
          all  such  shares  at the time outstanding. The Board of Directors may
          fix  in  accordance  with  applicable  law  a  record  date  for  the
          determination  of  holders  of  Series  B  Cumulative  Preferred Stock
          entitled  to  receive  payment  of a dividend or distribution declared
          thereon,  which  record date will be not more than such number of days
          prior  to  the date fixed for the payment thereof as may be allowed by
          applicable  law.

     (c)     Voting  Rights.  In addition to any other voting rights required by
             --------------
law, the holders of Series B Cumulative Preferred Stock shall have the following
voting  rights:

               (1)  Subject  to  the  provision  for  adjustment hereinafter set
          forth, each share of Series B Cumulative Preferred Stock shall entitle
          the  holder  thereof to 1,000 votes on all matters submitted to a vote
          of  the shareholders of Common Stock of the Corporation. The number of
          votes which a holder of a share of Series B Cumulative Preferred Stock
          is  entitled  to cast, which shall initially be 1,000 but which may be
          adjusted  from  time  to  time as hereinafter provided, is hereinafter
          referred to as the "Vote Multiple." In the event the Corporation shall
          at  any  time after the Rights Declaration Date (i) declare or pay any
          dividend  on shares of Common Stock payable in shares of Common Stock,
          or  (ii)  effect  a subdivision or combination or consolidation of the
          outstanding  shares  of Common Stock (by reclassification or otherwise
          than  by  payment  of  a  dividend  in  shares of Common Stock) into a
          greater  or lesser number of shares of Common Stock, then in each such
          case  the  Vote Multiple thereafter applicable to the determination of
          the  number  of votes per share to which holders of shares of Series B
          Cumulative  Preferred  Stock  shall  be  entitled  shall  be  the Vote
          Multiple immediately prior to such event multiplied by a fraction, the
          numerator of which is the number of shares of Common Stock outstanding
          immediately  after  such  event  and  the  denominator of which is the
          number  of  shares  of  Common Stock that were outstanding immediately
          prior  to  such  event.


                                      B-1
<PAGE>
               (2) Except as otherwise provided herein or by law, the holders of
          shares  of  Series  B  Cumulative  Preferred  Stock and the holders of
          shares  of Common Stock and the holders of shares of any other capital
          stock  of  the  Corporation  having  general voting rights, shall vote
          together  as  one  class  on  all  matters  submitted  to  a  vote  of
          shareholders  of  the  Corporation.

                    (3) (a) Whenever, at any time or times, dividends payable on
               any  shares  of  Series  B Cumulative Preferred Stock shall be in
               arrears  in  an  amount  equal  to  at  least  six full quarterly
               dividends  (whether  or  not  declared  and  whether  or  not
               consecutive),  the holders of record of the outstanding shares of
               Series  B  Cumulative  Preferred  Stock  shall have the exclusive
               right,  voting  separately  as  a  single  class,  to  elect  two
               directors of the Corporation at a special meeting of shareholders
               of  the  Corporation  or  at  the Corporation's annual meeting of
               shareholders,  and  at  each  subsequent  annual  meeting  of
               shareholders,  as  provided  below.  At  any  election  for  such
               directors,  each  share  of  Series  B Cumulative Preferred Stock
               shall  entitle  the  holder  thereof  to  1,000  votes  in  such
               elections.

                    (b)  Upon the vesting of such right of the holders of shares
               of  Series  B  Cumulative Preferred Stock, the Board of Directors
               shall  automatically be increased by two and the two vacancies so
               created shall be filled by vote of the holders of the outstanding
               shares  of Series B Cumulative Preferred Stock as hereinafter set
               forth.  A  special meeting of the shareholders of the Corporation
               then  entitled  to  vote  shall  be called by the Chairman of the
               Board  of  Directors  or  the  President  or the Secretary of the
               Corporation,  if requested in writing by the holders of record of
               not  less than 10% of the shares of Series B Cumulative Preferred
               Stock  then  outstanding. At such special meeting, or, if no such
               special  meeting  shall have been called, then at the next annual
               meeting  of  shareholders  of the Corporation, the holders of the
               shares of Series B Cumulative Preferred Stock shall elect, voting
               as  above  provided, two directors of the Corporation to fill the
               aforesaid  vacancies  created  by  the  automatic increase in the
               number  of members of the Board of Directors. At any and all such
               meetings  for  such  election,  the  holders of a majority of the
               outstanding  shares  of Series B Cumulative Preferred Stock shall
               be  necessary  to  constitute a quorum for such election, whether
               present  in  person  or by proxy, and such two directors shall be
               elected  by  the  vote  of  at  least a majority of the shares of
               Series  B  Cumulative  Preferred  Stock held by such shareholders
               present  or  represented  at the meeting. Any director elected by
               holders of shares of Series B Cumulative Preferred Stock pursuant
               to  this Section may be removed at any annual or special meeting,
               by  vote  of a majority of the shareholders voting as a class who
               elected  such  director,  with  or  without  cause.

     In  case any vacancy shall occur among the directors elected by the holders
of  shares of Series B Cumulative Preferred Stock pursuant to this Section, such
vacancy  may  be  filled  by the remaining director so elected, or his successor
then  in  office,  and  the director so elected to fill such vacancy shall serve
until  the next meeting of shareholders for the election of directors. After the
holders  of  shares  of Series B Cumulative Preferred Stock shall have exercised
their  right to elect directors in any default period and during the continuance
of  such  period,  the  number  of  directors  shall not be further increased or
decreased  except  by  vote  of  the  holders  of  shares of Series B Cumulative
Preferred  Stock  as  herein  provided  or  pursuant to the rights of any equity
securities  ranking  senior  to  or  pari  passu  with  the  Series B Cumulative
Preferred  Stock.

                    (c)  The  right  of  the  holders  of  shares  of  Series  B
               Cumulative  Preferred  Stock,  voting  separately  as a class, to
               elect two members of the Board of Directors of the Corporation as
               aforesaid  shall continue until, and only until, such time as all
               arrears  in  dividends  (whether or not declared) on the Series B
               Cumulative  Preferred  Stock shall have been paid or declared and
               set  apart for payment, at which time such right shall terminate,
               except  as  herein  or  by  law  expressly  provided  subject  to
               reverting  in  the  event of each and every subsequent default of
               the  character above-mentioned. Upon any termination of the right
               of  the  holders  of the Series B Cumulative Preferred Stock as a
               class  to  vote  for  directors  as  herein provided, the term of
               office  of all directors then in office elected by the holders of
               shares  of  Series  B Cumulative Preferred Stock pursuant to this
               Section  shall terminate immediately. Whenever the term of office
               of  the  directors  elected  by the holders of shares of Series B
               Cumulative  Preferred  Stock  pursuant  to  this  Section  shall
               terminate  and the special voting powers vested in the holders of
               the  Series B Cumulative Preferred Stock pursuant to this Section
               shall  have  expired,  the  Board of Directors of the Corporation
               shall  be such number as may be provided for in the Bylaws of the
               Corporation,  irrespective  of  any increase made pursuant to the
               provisions  of  this  Section.


                                      B-2
<PAGE>
     (4)     Except  as  otherwise  required  by  applicable law or as set forth
herein,  holders  of  Series  B Cumulative Preferred Stock shall have no special
voting rights and their consent shall not be required (except to the extent they
are entitled to vote with holders of shares of Common Stock as set forth herein)
for  taking  any  corporate  action.

                    (a)  Reacquired  Shares.  Any  Series B Cumulative Preferred
                         ------------------
               Stock  purchased  or otherwise acquired by the Corporation in any
               manner whatsoever will be retired and canceled promptly after the
               acquisition thereof. All such shares will upon their cancellation
               become  authorized  but  unissued  Preferred  Stock  and  may  be
               reissued as part of a new series of Preferred Stock to be created
               by  resolution  or resolutions of the Board of Directors, subject
               to  the  conditions and restrictions on issuance set forth in the
               Corporation's  Articles  of  Incorporation,  as  amended.

                    (b)  Liquidation,  Dissolution or Winding Up. Subject to the
                         ----------------------------------------
               rights  of  the  holders of Series A 9.68% Cumulative Convertible
               Preferred  Stock  and any other series of Preferred Stock ranking
               prior  to the Series B Cumulative Preferred Stock with respect to
               distributions  upon liquidation, dissolution or winding up of the
               Corporation,  upon  any  liquidation  (voluntary  or  otherwise),
               dissolution or winding up of the Corporation, no distribution may
               be made (x) to the holders of shares ranking junior (either as to
               dividends  or upon liquidation, dissolution or winding up) to the
               Series  B  Cumulative  Preferred Stock unless, prior thereto, the
               holders  of  Series  B  Cumulative  Preferred  Stock  shall  have
               received  an  amount  equal  to  accrued and unpaid dividends and
               distributions  thereon,  whether  or not declared, to the date of
               such  payment,  plus  an  amount  equal  to  the  greater  of (1)
               $1,000.00  per  share,  or  (2)  an  aggregate  amount per share,
               subject  to  the  provision for adjustment hereinafter set forth,
               equal  to  1,000 times the aggregate amount to be distributed per
               share to holders of Common Stock, or (y) to the holders of shares
               ranking  on a parity (either as to dividends or upon liquidation,
               dissolution or winding up) with the Series B Cumulative Preferred
               Stock,  except  distributions  made  ratably  on  the  Series  B
               Cumulative  Preferred  Stock  and  all other such parity stock in
               proportion  to the total amounts to which the holders of all such
               shares are entitled upon such liquidation, dissolution or winding
               up.  If  the Corporation at any time after the Rights Declaration
               Date (i) declares or pays any dividend on Common Stock payable in
               Common  Stock,  or  (ii)  effects a subdivision or combination or
               consolidation  of  the  outstanding  Common  Stock  (by
               reclassification  or  otherwise  than by payment of a dividend in
               Common Stock) into a greater or lesser number of shares of Common
               Stock,  then  in each such case the aggregate amount per share to
               which  holders  of  Series  B  Cumulative  Preferred  Stock  were
               entitled  immediately prior to such event under clause (x) of the
               preceding sentence will be adjusted by multiplying such amount by
               a  fraction,  the  numerator  of which is the number of shares of
               Common  Stock  outstanding  immediately  after such event and the
               denominator  of  which  is  the  number of shares of Common Stock
               outstanding  immediately  prior  to  such  event.

     Neither  the  consolidation nor merging of the Corporation with or into any
other  corporation  or  corporations,  nor  the sale or other transfer of all or
substantially  all  of the assets of the Corporation, will be considered to be a
liquidation,  dissolution or winding up of the Corporation within the meaning of
this  paragraph  (b).

          (c)  Consolidation,  Merger,  etc. If the Corporation shall enter into
               ----------------------------
     any  consolidation,  merger,  combination or other transaction in which the
     Common  Stock  is  exchanged  for  or  changed  into other shares, stock or
     securities,  cash or any other property, then in any such case the Series B
     Cumulative  Preferred Stock will at the same time be similarly exchanged or
     changed  in  an  amount  per share (subject to the provision for adjustment
     hereinafter set forth) equal to 1,000 times the aggregate amount of shares,
     stock, securities, or other property, as the case may be, into which or for
     which  each share of Common Stock is changed or exchanged, plus accrued and
     unpaid  dividends,  if any, payable with respect to the Series B Cumulative
     Preferred  Stock.  If  the  Corporation  at  any  time  after  the  Rights
     Declaration  Date (i) declares or pays any dividend on Common Stock payable
     in  shares of Common Stock, or (ii) effects a subdivision or combination or
     consolidation  of  the  outstanding  Common  Stock  (by reclassification or
     otherwise  than  by payment of a dividend in shares of Common Stock) into a
     greater  or lesser number of shares of Common Stock, then in each such case
     the amount set forth in the preceding sentence with respect to the exchange
     or  change  of  Series  B  Cumulative  Preferred  Stock will be adjusted by
     multiplying such amount by a fraction, the numerator of which is the number
     of  shares of Common Stock outstanding immediately after such event and the
     denominator  of  which  is the number of shares of Common Stock outstanding
     immediately  prior  to  such  event.


                                      B-3
<PAGE>
          (d)  Redemption.  The  Series  B  Cumulative  Preferred  Stock  is not
               ----------
     redeemable, but the foregoing does not limit the ability of the Corporation
     to purchase or otherwise deal in the Series B Cumulative Preferred Stock to
     the  extent  otherwise  permitted  hereby  and  by  law.

          (e) Ranking. The Series B Cumulative Preferred Stock shall rank junior
              -------
     to  all  other  series  of the Corporation's Preferred Stock, including the
     Series  A 9.68% Cumulative Convertible Preferred Stock, unless the terms of
     any  such  series  shall  provide  otherwise.

          (f)  Fractional  Shares.  Series  B  Cumulative Preferred Stock may be
               ------------------
     issued  in  whole  shares  or  in  any  fraction  of  a  share  that is one
     one-thousandth  (1/1,000th)  of  a  share  or any integral multiple of such
     fraction,  which  will  entitle  the holder, in proportion to such holder's
     fractional  shares,  to  exercise  voting  rights,  receive  dividends,
     participate  in  distributions  and have the benefit of all other rights of
     holders  of  Series  B  Cumulative  Preferred  Stock. In lieu of fractional
     shares, the Corporation may elect to make a cash payment for fractions of a
     share  smaller  than  one  one-thousandth  (1/1,000th)  of  a  share or any
     integral  multiple  thereof.

                           (signature page to follow)


                                      B-4
<PAGE>
     IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary
to be signed in its name and on its behalf by its President and witnessed by its
Secretary  on  January  25,  2001.


WITNESS:                              THORNBURG  MORTGAGE,  INC.


--------------------------------      --------------------------------
Michael  B.  Jeffers,  Secretary      Larry  A.  Goldstone,  President


     THE  UNDERSIGNED,  President  of  Thornburg Mortgage, Inc., who executed on
behalf  of  the Corporation the Articles Supplementary of which this Certificate
is  made  a  part,  hereby  acknowledges  in  the  name  and  on  behalf of said
Corporation the foregoing Articles Supplementary to be the corporate act of said
Corporation  and  hereby  certifies  that the matters and facts set forth herein
with  respect to the authorization and approval thereof are true in all material
respects  under  the  penalties  of  perjury.


                                      --------------------------------
                                      Larry  A.  Goldstone,  President


                                      B-5
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