EXHIBIT 4.5

                            FORM OF RIGHT CERTIFICATE

Certificate  No.  R-     Rights

NOT  EXERCISABLE  AFTER  JANUARY  25, 2011 OR EARLIER IF NOTICE OF REDEMPTION IS
GIVEN.  THE  RIGHTS  ARE  SUBJECT  TO  REDEMPTION,  AT  THE  OPTION OF THORNBURG
MORTGAGE, INC., A MARYLAND CORPORATION (THE "COMPANY") AT $0.01 PER RIGHT ON THE
TERMS  SET  FORTH  IN  THE  SHAREHOLDER RIGHTS AGREEMENT BETWEEN THE COMPANY AND
MELLON INVESTOR SERVICES LLC, AS RIGHTS AGENT, DATED AS OF JANUARY 25, 2001 (THE
"RIGHTS  AGREEMENT").  THE  COMPANY  WILL  MAIL  A  COPY OF THE RIGHTS AGREEMENT
WITHOUT  CHARGE  TO  THE  HOLDER  OF THIS CERTIFICATE WITHIN FIVE DAYS AFTER THE
RECEIPT  OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SPECIFIED IN
SECTION  7(e) OF THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING
PERSON  OR  AN  ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE
DEFINED  IN  THE  RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY
BECOME  NULL  AND  VOID.

                                RIGHT CERTIFICATE

     This  certifies  that _______________________________________ or registered
assigns,  is  the registered owner of the number of Rights set forth above, each
of  which  entitles  the  owner  thereof,  subject  to the terms, provisions and
conditions of the Shareholder Rights Agreement dated as of January 25, 2001 (the
"Rights  Agreement")  between  Thornburg  Mortgage, Inc., a Maryland corporation
(the  "Company"),  and  Mellon  Investor  Services  LLC,  a  New  Jersey limited
liability  company,  as  rights agent (the "Rights Agent"), to purchase from the
Company  at  any  time  after  the  Distribution  Date (as defined in the Rights
Agreement)  and prior to the close of business on January 25, 2011 at the office
or  offices  of  the Rights Agent, or its successors as Rights Agent, designated
for  that  purpose,  one  one-thousandth of a fully paid, nonassessable Series B
Cumulative  Preferred  Stock, par value $0.01 per share (the "Preferred Stock"),
of  the Company, at a purchase price of $50.00 per one one-thousandth of a share
of  Preferred  Stock  (the "Exercise Price"), upon presentation and surrender of
this  Right  Certificate  with  the Form of Election to Purchase and the related
Certificate  duly  executed.  The  number  of  Rights  evidenced  by  this Right
Certificate  (and  the  number  of  shares  that  may be purchased upon exercise
thereof)  set forth above, and the Exercise Price per share set forth above, are
the  number  and  Exercise  Price  as  of  ____________, _______ , based on the
Preferred  Stock  as  constituted  at  that  date.

     Upon  the occurrence of a Section 11(a)(ii) Event (as defined in the Rights
Agreement),  if  the Rights evidenced by this Right Certificate are beneficially
owned by (i) an Acquiring Person or an Affiliate or Associate of any such Person
(as  those  terms are defined in the Rights Agreement), (ii) a transferee of any
such  Acquiring  Person,  Associate  or  Affiliate,  or  (iii)  under  certain
circumstances  specified  in the Rights Agreement, a transferee of a Person who,
after  such transfer, became an Acquiring Person or an Affiliate or Associate of
an  Acquiring Person, such Rights will become null and void and no holder hereof
will have any right with respect to such Rights from and after the occurrence of
that  Section  11(a)(ii)  Event.

     As  provided  in the Rights Agreement, the Exercise Price and the number of
Shares  of  Preferred  Stock  or other securities that may be purchased upon the
exercise  of  the  Rights  evidenced  by  this  Right Certificate are subject to
modification  and  adjustment  upon  the  happening  of  certain  events.

     This  Right  Certificate  is  subject  to  all of the terms, provisions and
conditions  of  the Rights Agreement, which terms, provisions and conditions are
incorporated  by  reference  herein  and  made a part hereof and to which Rights
Agreement reference is made for a full description of the rights, limitations of
rights,  obligations,  duties  and immunities hereunder of the Rights Agent, the
Company  and  the holders of the Right Certificates, which limitations of rights
include  the temporary suspension of the exercisability of such Rights under the
specific  circumstances  set forth in the Rights Agreement. Copies of the Rights
Agreement  are on file at the principal office of the Company and the designated
office of the Rights Agent. The Company will mail a copy of the Rights Agreement
without  charge  to  the  holder  of this certificate within five days after the
receipt  of  a  written  request  therefor.


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     This  Right  Certificate,  with  or  without other Right Certificates, upon
surrender  at  the  office  or  offices  of the Rights Agent designated for such
purpose,  may be exchanged for another Right Certificate or Certificates of like
tenor  and  date  evidencing  Rights  entitling  the  holder  to purchase a like
aggregate  number  of  Shares  of Preferred Stock as the Rights evidenced by the
Right  Certificate or Certificates surrendered entitled such holder to purchase.
If  this  Right  Certificate  is  exercised  in  part, the holder is entitled to
receive  upon surrender hereof another Right Certificate or Certificates for the
number  of whole Rights not exercised. If this Right Certificate is exercised in
whole  or  in  part  pursuant  to Section 11(a)(ii) of the Rights Agreement, the
holder  is  entitled  to  receive this Right Certificate duly marked to indicate
that  such  exercise  has  occurred  as  set  forth  in  the  Rights  Agreement.

     Under  certain  circumstances,  subject  to  the  provisions  of the Rights
Agreement,  the Board of Directors at its option may exchange all or any part of
the  Rights  evidenced  by  this Certificate for the Company's common stock, par
value  $0.01  per  share (the "Common Stock"), or Preferred Stock at an exchange
ratio (subject to adjustment) of one share of Common Stock or one one-thousandth
of  a  share  of  Preferred  Stock,  per  Right.

     Subject  to the provisions of the Rights Agreement, the Rights evidenced by
this  Certificate  may  be redeemed by the Board of Directors at its option at a
redemption  price  of  $0.01  per  Right (payable in cash, Common Stock or other
consideration  considered  appropriate  by  the  Board  of  Directors).

     The  Company  is not obligated to issue fractional shares upon the exercise
of  any Right or Rights evidenced hereby (other than fractions that are integral
multiples of one one-thousandth of a share of Preferred Stock, which may, at the
election  of  the  Company, be evidenced by depository receipts). If the Company
elects  not to issue such fractional shares, in lieu thereof a cash payment will
be  made,  as  provided  in  the  Rights  Agreement.
No  holder  of  this  Right Certificate, as such, is entitled to vote or receive
dividends or be considered for any purpose the holder of Preferred Stock, Common
Stock or any other securities of the Company that may at any time be issuable on
the  exercise  hereof,  nor  will  anything contained in the Rights Agreement or
herein be construed to confer upon the holder hereof, as such, any of the rights
of  a  shareholder  of  the  Company  or  any  right to vote for the election of
directors  or  upon any matter submitted to shareholders at any meeting thereof,
or  to give or withhold consent to any corporate action, or to receive notice of
meetings  or  other  actions  affecting  shareholders (except as provided in the
Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until  the  Right  or  Rights  evidenced  by  this  Right  Certificate have been
exercised  as  provided  in  the  Rights  Agreement.

     This  Right  Certificate  will  not  be valid or obligatory for any purpose
until  it has been countersigned by an authorized signatory of the Rights Agent.

     WITNESS  the  facsimile  signature  of  the proper officers of the Company.

Dated  as  of  __________________,  ________.

                                       THORNBURG  MORTGAGE,  INC.,
                                       a  Maryland  corporation


                                       By:_________________________
                                       Name:_______________________
                                       Title:______________________


                                       COUNTERSIGNED:

                                       Mellon  Investor  Services  LLC,
                                       a  New  Jersey limited liability company


                                       By:_________________________
                                       Name:_______________________
                                       Title:______________________


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                   [Form of Reverse Side of Right Certificate]


                               FORM OF ASSIGNMENT

(To  be executed by the registered holder if such holder desires to transfer the
Right  Certificate)

     FOR  VALUE  RECEIVED  ___________________________ hereby sells, assigns and
transfers  unto________________________________________________________________
     (Please  print  name  and  address  of  transferee)

this Right Certificate, together with all right, title and interest therein, and
does  hereby  irrevocably  constitute  and  appoint
__________________________________________  as attorney-in-fact, to transfer the
Right  Certificate  on the books of the within-named Company, with full power of
substitution.

Dated:  _______________________,  ______ Signature___________________________


Social  Security  or  other  identifying  taxpayer  number  of  transferee:

______________________________________


THE  SIGNATURE  (S)  SHOULD  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.


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                                   CERTIFICATE
                       (APPLICABLE TO FORM OF ASSIGNMENT)

The  undersigned  hereby  certifies  by  checking  the  appropriate  boxes that:

(1)     the  Rights  evidenced  by  this Right Certificate [  ] are [  ] are not
being  transferred by or on behalf of a Person who is or was an Acquiring Person
or  an  Affiliate  or Associate of any such Person (as such terms are defined in
the  Rights  Agreement)  and

(2)     after  due  inquiry  and  to  the best knowledge of the undersigned, the
undersigned  [  ]did     [  ]  did not directly or indirectly acquire the Rights
evidenced  by  this  Right  Certificate from any Person who is, was or became an
Acquiring  Person  or  an  Affiliate  or  Associate  of  any  such  Person.


Dated:  _______________________,  ______ Signature___________________________

                                     NOTICE

The signature to the foregoing Assignment and Certificate must correspond to the
name  as  written  upon  the face of this Right Certificate in every particular,
without  alteration  or  enlargement  or  any  change  whatsoever.

THE  SIGNATURE  (S)  SHOULD  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.


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                          FORM OF ELECTION TO PURCHASE
                      (TO BE EXECUTED IF HOLDER DESIRES TO
                         EXERCISE THE RIGHT CERTIFICATE)

To  Thornburg  Mortgage,  Inc.:

The  undersigned  hereby irrevocably elects to exercise ________________  Rights
represented  by  this Right Certificate to purchase the Preferred Stock issuable
upon  the  exercise of the Rights (or such other securities of the Company or of
any  other  person  which  may  be issuable upon the exercise of the Rights) and
requests  that  certificates  for  such  shares  be  issued  in  the  name  of:

-------------------------------------------------------
(Please  print  name  and  address  of  transferee)

Please  insert  social  security  or  other  identifying  taxpayer  number:

If  such  number  of  Rights  are  not all of the Rights evidenced by this Right
Certificate  or  if the Rights are being exercised pursuant to Section 11(a)(ii)
of  the Rights Agreement, a new Right Certificate for the balance of such Rights
shall  be  registered  in  the  name  of  and  delivered  to:


(Please  print  name  and  address  of  transferee)

Please  insert  social  security  or  other  identifying  taxpayer  number:


<PAGE>
                                   CERTIFICATE
                  (APPLICABLE TO FORM OF ELECTION TO PURCHASE.)

The  undersigned  hereby  certifies  by  checking  the  appropriate  boxes that:

(1)     the Rights evidenced by this Right Certificate [ ] are [ ] are not being
exercised  by  or  on behalf of a Person who is or was an Acquiring Person or an
Affiliate  or  Associate  of  any  such Person (as such terms are defined in the
Rights  Agreement);  and

(2)     after  due  inquiry  and  to  the best knowledge of the undersigned, the
undersigned  [  ]did  [  ]  did  not  directly  or indirectly acquire the Rights
evidenced  by  this  Right  Certificate from any Person who is, was or became an
Acquiring  Person  or  an  Affiliate  or  Associate  of  any  such  Person.


Dated:_________________________ ,_______





Signature_________________________________


                                     NOTICE

The  signature  to  the  foregoing  Election  to  Purchase  and Certificate must
correspond  to  the  name  as written upon the face of this Right Certificate in
every  particular,  without  alteration or enlargement or any change whatsoever.

THE  SIGNATURE  (S)  SHOULD  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.


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