EXHIBIT 4.3

                     Form of Common Stock Certificate (Face)

T

COMMON  STOCK                         COMMON  STOCK

SHARES

INCORPORATED  UNDER  THE  LAWS  OF  THE  STATE  OF  MARYLAND

CUSIP  885218  10  7

SEE  REVERSE  FOR  CERTAIN  DEFINITIONS


THIS  CERTIFICATE  IS  TRANSFERABLE  IN  JERSEY  CITY,  NJ  AND  NEW  YORK,  NY


THORNBURG  MORTGAGE  ASSET  CORPORATION
[overstamp name change: Thornburg Mortgage, Inc.]
This  Certifies  that



is  the  record  holder  of

FULLY  PAID  AND  NON-ASSESSABLE  SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF

Thornburg  Mortgage  Asset  Corporation  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
(JERSEY  CITY,  NJ)
TRANSFER  AGENT  AND  REGISTRAR
BY


AUTHORIZED  OFFICER

SECRETARY                                   CHAIRMAN


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                     Form of Common Stock Certificate (Back)

This  certificate  evidences  shares  of  Common Stock of the Corporation. Other
classes  of shares of the Corporation are authorized and may be outstanding, and
those  classes  may consist of one or more series of shares, each with different
rights,  preferences  and  limitations.  The  Corporation  will  furnish  any
stockholder,  upon  request  and  without  charge  a  full  statement  of  the
designations, preferences, limitations and relative rights of the shares of each
class  authorized  to  be  issued, and the variations in the relative rights and
preferences between the shares of each series so far as the same have been fixed
and determined, and the authority of the Board of Directors to fix and determine
the  relative  rights  and  preferences  of  subsequent  series.

These  shares  are  subject  to  the provisions of the Corporation's Articles of
Incorporation  ("Articles"),  including but not limited to Article TENTH, which,
to  maintain the Corporation's status as a real estate investment trust ("REIT")
for  income  tax  purposes,  impose  various  restrictions  on the ownership and
transfer  of  shares  and  authorizes  the Board of Directors to take protective
actions  in  certain  circumstances.  No  person  may  own more than 9.8% of the
outstanding  shares  of  capital  stock  of the Corporation. This "Limit" may be
adjusted  by  the  Board of Directors. Ownership is defined to include interests
held  directly  or  indirectly  including  those  deemed  to  be  held under the
constructive  ownership  rules of the REIT tax provisions or by a group (as that
term  is used for purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended) of which an owner is a member. Other terms used in this legend
also  have  the meanings given to them in the Corporation's Articles. Any person
attempting  to  acquire  interests  that  could  violate  the Limit or otherwise
jeopardize  the Corporation's REIT status must provide advance written notice to
the  Corporation.  Any acquisition of shares of capital stock of the Corporation
that  could result in the disqualification of the Corporation as a REIT shall be
void  ab  initio.  The  Board  of Directors has the right to refuse to allow any
transfers  of  shares  on  the  books  of the Corporation if, as a result of the
proposed  transfer, any person acting as a group would hold or be deemed to hold
"Excess  Shares"  in  excess  of  the  Limit.  Any  Excess Shares are subject to
redemption  by  the  Corporation  on  not less than one week's notice at a price
equal  to  the closing price of the shares on the New York Stock Exchange on the
last  business  day prior to the Redemption Date. While the preceding summarizes
certain  ownership  and  transfer  restrictions,  the Corporation's Articles and
Bylaws, copies of which may be obtained by any stockholder upon request, must be
reviewed  for  the  full  text  of  these  and  other  restrictions.

This  certificate  evidences and entitles the holder hereof to certain Rights as
set  forth  in a Shareholder Rights Agreement between the Corporation and Mellon
Investor  Services  LLC, a New Jersey limited liability company, as rights agent
(the "Rights Agent"), dated as of January 25, 2001 (the "Rights Agreement"), the
terms  of  which  are incorporated by reference herein and a copy of which is on
file  at  the  principal offices of the Corporation and the office of the Rights
Agent  designated  for  such  purpose.  The  Corporation will mail a copy of the
Rights  Agreement  without  charge to the holder of this certificate within five
days  after  receipt of a written request therefor. Under certain circumstances,
as  set  forth in the Rights Agreement, the Rights will be evidenced by separate
certificates  and  will  no  longer  be  evidenced  by  this  certificate.  The
Corporation  may  redeem  the  Rights  at a redemption price of $0.01 per Right,
subject  to  adjustment,  under the terms of the Rights Agreement. Under certain
circumstances,  Rights  issued  to  or  held  by  Acquiring  Persons  or  by any
Affiliates  or  Associates thereof (as defined in the Rights Agreement), and any
subsequent  holder  of such Rights, may become null and void. The Rights are not
exercisable, and are void so long as held, by a holder in any jurisdiction where
the  requisite  qualification to the issuance to such holder, or the exercise by
such  holder,  of  the  Rights  in  such  jurisdiction  has  not  been obtained.

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
    COM  PROP     -     as  community  property


                                      B-1
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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(s), assign(s) and transfer(s) unto

     PLEASE  INSERT  SOCIAL  SECURITY  OR  OTHER
     IDENTIFYING  NUMBER  OF  ASSIGNEE



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


shares
of  the  common  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

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  Guaranteed:


THE  SIGNATURE  SHOULD  BE  GUARANTEED  BY  AN  ELIGIBLE  GUARANTOR INSTITUTION,
PURSUANT  TO  S.E.C.  RULE  17Ad-15.


                                      B-2
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