FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MATLIN DAVID J 		2. Issuer Name and Ticker or Trading Symbol

THORNBURG MORTGAGE INC [ TMA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

520 MADISON AVENUE, 35TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/27/2008
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

10/29/2008 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Warrants   (1) (2) (3) $0.01   10/27/2008     J  (1) (2) (3)    1329305   (4)      10/27/2008   3/31/2015   Common Stock, par value $0.01 per share   1329305   (4)   (1) (2) (3) 1329305   (4) I   See footnote   (5)

Explanation of Responses:
( 1)  As previously disclosed on the Form 4 originally filed on October 29, 2008 (the "Form 4"), on March 31, 2008, pursuant to the Purchase Agreement dated on such date (the "Purchase Agreement"), Thornburg Mortgage Inc. (the "Issuer") raised an aggregate of $1.15 billion from the sale of Senior Subordinated Secured Notes due 2015 ("Senior Subordinated Notes"), detachable Class B warrants exercisable for 16,860,705 shares ("Initial Warrants") of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), and interests in the Principal Participation Agreement, dated March 31, 2008 ("Principal Participation Agreement"), with MP TMA LLC and MP TMA (Cayman) LLC and their affiliates (collectively, "MatlinPatterson") as the lead investor. In addition, $200 million was originally placed in escrow by investors, of which approximately $11.4 million was withdrawn on June 30, 2008 (the "Escrowed Funds"), and the Issuer placed detachable Class B warrants (cont'd)
( 2)  (cont'd) exercisable into 2,932,336 shares of Common Stock (the "Escrowed Warrants") (prior to giving effect to any anti-dilution adjustment) in escrow with the Wilmington Trust Company on behalf of such purchasers. Such transaction is collectively referred to herein as the "Financing Transaction." Pursuant to the Purchase Agreement, for an aggregate purchase price of $433.696 million, MP TMA LLC and MP TMA (Cayman) LLC acquired 5,365,882 and 1,598,303, respectively, of the 16,860,705 Initial Warrants (which have been fully exercised into shares of Common Stock), their respective rights to receive additional warrants, including the Escrowed Warrants described below, as provided in the Purchase Agreement, interests in the Principal Participation Agreement, and $475 million aggregate principal amount of Senior Subordinated Notes.
( 3)  On October 1, 2008, due to the failure to satisfy certain conditions in the Purchase Agreement, dated March 31, 2008 (the "Purchase Agreement"), $188.6 million of Escrowed Funds were released to the escrow subscribers and, in connection with the release of such funds, the holders of the Senior Subordinated Notes became entitled to receive Escrowed Warrants exercisable into 3,156,037 shares of Common Stock (as adjusted for anti-dilution protection for the issuance of 2,954,422 shares of Common Stock to certain holders of Senior Subordinated Notes on October 1, 2008), of which MP TMA LLC and MP TMA (Cayman) LLC received Escrowed Warrants exercisable into 1,004,389 and 299,171 shares of Common Stock, respectively. Please see the Form 4 for additional information about the Financing Transaction and the Escrowed Warrants.
( 4)  This amendment is being filed solely to revise the number of shares of Common Stock underlying the Escrowed Warrants acquired by MP TMA LLC and MP TMA (Cayman) LLC on October 27, 2008, as reported on the Form 4, due to an error in the anti-dilution calculation applied to the Escrowed Warrants. As of October 29, 2008, the date on which the Form 4 was filed, the Escrowed Warrants acquired by MP TMA LLC and MP TMA (Cayman) LLC would have been exercisable for 1,005,611 and 299,536 shares of Common Stock, respectively. As of November 17, 2008, after taking into account all anti-dilution adjustments subsequent to October 27, 2008, the Escrowed Warrants acquired by MP TMA LLC and MP TMA (Cayman) LLC are exercisable for 1,024,225 and 305,080 shares of Common Stock, respectively. All other information in the Form 4 remains valid.
( 5)  MP TMA LLC and MP TMA (Cayman) LLC are the direct owners of the Escrowed Warrants held by MatlinPatterson. The other persons reporting under this amendment are beneficial owners of such Escrowed Warrants. For more information about the relationships of such other reporting persons with MP TMA LLC and MP TMA (Cayman) LLC, see the Form 4.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MATLIN DAVID J
520 MADISON AVENUE
35TH FLOOR
NEW YORK, NY 10022 		X X

PATTERSON MARK R

  		X X

MP TMA LLC
520 MADISON AVENUE
NEW YORK, NY 10022
X

MP TMA (Cayman) LLC
520 MADISON AVENUE
NEW YORK, NY 10022


X
MatlinPatterson Global Opportunities Partners III LP
520 MADISON AVENUE
NEW YORK, NY 10022
X

MatlinPatterson Global Opportunities Partners (Cayman) III LP
520 MADISON AVENUE
NEW YORK, NY 10022


X
MatlinPatterson Global Partners III LLC
520 MADISON AVENUE
NEW YORK, NY 10022
X

MATLINPATTERSON GLOBAL ADVISERS LLC

 
X

MATLINPATTERSON ASSET MANAGEMENT LLC

 
X

MATLINPATTERSON LLC

 
X


Signatures
MP TMA LLC /s/ Robert Weiss 11/18/2008
** Signature of Reporting Person Date

MP TMA (CAYMAN) LLC /s/ Robert Weiss 11/18/2008
** Signature of Reporting Person Date

MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS III L.P. /s/ Lawrence M. Teitelbaum 11/18/2008
** Signature of Reporting Person Date

MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS (CAYMAN) III L.P. /s/ Lawrence M. Teitelbaum 11/18/2008
** Signature of Reporting Person Date

MATLINPATTERSON GLOBAL PARTNERS III LLC /s/ Lawrence M. Teitelbaum 11/18/2008
** Signature of Reporting Person Date

MATLINPATTERSON GLOBAL ADVISERS LLC /s/ Robert Weiss, as attorney in fact for David J. Matlin, Chief Executive Officer 11/18/2008
** Signature of Reporting Person Date

MATLINPATTERSON ASSET MANAGEMENT LLC /s/ Robert Weiss, as attorney in fact for David J. Matlin, Member 11/18/2008
** Signature of Reporting Person Date

MATLINPATTERSON LLC /s/ Robert Weiss, as attorney in fact for David J. Matlin, Member 11/18/2008
** Signature of Reporting Person Date

DAVID J. MATLIN /s/ Robert Weiss, as attorney in fact for David J. Matlin 11/18/2008
** Signature of Reporting Person Date

MARK R. PATTERSON /s/ Robert Weiss, as attorney in fact for Mark R. Patterson 11/18/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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