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 *

RAINWATER RICHARD E 		2. Issuer Name and Ticker or Trading Symbol

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

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

777 MAIN STREET, SUITE 2250 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/20/2008
(Street)

FORT WORTH, TX 76102
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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
Common Stock   11/20/2008     P    39000   A   (1) 839803   (2) (6) I   By RER Global Liquidity Fund, L.P.  
Common Stock   11/20/2008     P    2130000   A   (1) 2170377   (3) (6) I   By Richard E Rainwater 1995 Charitable Remainder Unitrust No. 1  
Common Stock   11/20/2008     P    2601000   A   (1) 2735589   (3) (6) I   By Richard E Rainwater Charitable Remainder Unitrust No. 2  
Common Stock   11/20/2008     P    300000   A   (1) 333646   (2) (6) I   By RER FI Trading, L.P.  
Common Stock   11/20/2008     P    990000   A   (1) 990000   (3) I   By Richard E. Rainwater Charitable Remainder Unitrust No. 3  
Common Stock   11/20/2008     P    5775000   A   (1) 5775000   D    
Common Stock   11/20/2008     P    1200000   A   (1) 1200000   I   (3) By Spouse  

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
10% Series F Cum. Convertible Redeemable Preferred Stock     (1) 11/20/2008     S        13000      (4)   (4) Common Stock     (5)   (1) 0   I   (2) By RER Global Liquidity Fund, L.P.  
10% Series F Cum. Convertible Redeemable Preferred Stock     (1) 11/20/2008     S        710000      (4)   (4) Common Stock     (5)   (1) 0   I   (3) By Richard E Rainwater 1995 Charitable Remainder Unitrust No. 1  
10% Series F Cum. Convertible Redeemable Preferred Stock     (1) 11/20/2008     S        867000      (4)   (4) Common Stock     (5)   (1) 0   I   (3) By Richard E Rainwater Charitable Remainder Unitrust No. 2  
10% Series F Cum. Convertible Redeemable Preferred Stock     (1) 11/20/2008     S        100000      (4)   (4) Common Stock     (5)   (1) 0   I   (2) By RER FI Trading, L.P.  
10% Series F Cum. Convertible Redeemable Preferred Stock     (1) 11/20/2008     S        330000      (4)   (4) Common Stock     (5)   (1) 0   I   (3) By Richard E Rainwater Charitable Remainder Unitrust No. 3  
10% Series F Cum. Convertible Redeemable Preferred Stock     (1) 11/20/2008     S        1925000      (4)   (4) Common Stock     (5)   (1) 0   D    
10% Series F Cum. Convertible Redeemable Preferred Stock     (1) 11/20/2008     S        400000      (4)   (4) Common Stock     (5)   (1) 0   I   (3) By Spouse  

Explanation of Responses:
( 1)  Pursuant to the Company's issuer exchange offer, the reporting person exchanged all of his shares of Series F Preferred Stock for common stock at a ratio of 3 shares of common stock for each share of Series F Preferred Stock.
( 2)  The reporting person is the general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for Section 16 or any other purpose.
( 3)  The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for Section 16 or any other purpose.
( 4)  Prior to the issuer exchange offer, the Series F Preferred was convertible at the holder's election and had no expiration date.
( 5)  Prior to the issuer exchange offer, the Series F Preferred was convertible into Common Stock at a ratio of .21739 shares of Common Stock for each share of Series F Preferred. In the issuer exchange offer, each share of Series F Preferred was exchanged for 3 shares of Common Stock.
( 6)  Pursuant to the terms of a Purchase Agreement, Principal Participation Agreement, Warrant Agreement and Escrow Agreement entered into with the Company on March 31, 2008 (which agreements are incorporated herein by reference), the reporting person purchased senior subordinated secured notes due 2015 and a participation in certain mortgage related assets. As a result of the successful completion of the issuer exchange offer, and upon termination of the Principal Participation Agreement and the resulting "Triggering Event," the reporting person has rights to receive additional warrants to purchase common stock, in accordance with the Purchase Agreement and subject to the effect of any anti-dilution or other adjustments set forth therein.

Remarks:
Upon the successful completion of the consent solicitation by Thornburg Mortgage, Inc. (the "Company") pursuant to which amendments
to the terms of the Company's Series C through F Preferred Stock were adopted, the rights, preferences and privileges of the
Series F Preferred Stock became substantially similar to the other series of preferred stock of the Company. As a result, the Series
F Preferred Stock effectively ceased to be a separate class of equity securities for purposes of Section 16 of the Securities Exchange
Act of 1934, as amended. The reporting person did not beneficially own more than 10% of the Company's preferred stock taken
together as a class, prior to the Company's acceptance of such Series F Preferred in an issuer exchange offer conducted by the Company.
Following the issuer exchange offer, the reporting person does not own any of the Company's preferred stock and beneficially owns
less than 10% of the Company's common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RAINWATER RICHARD E
777 MAIN STREET, SUITE 2250
FORT WORTH, TX 76102


Former 10% Owner (See Remarks)

Signatures
s/ Melissa T. Parrish, as attorney ?in-fact 11/24/2008
** 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.
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