SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* RAINWATER RICHARD E (Last) (First) (Middle) 777 MAIN STREET SUITE 2250 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol THORNBURG MORTGAGE INC [ TMA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/29/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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(4)	10/29/2008		X		127,843	A	$0.01	800,803(1)	I	By RER Global Liquidity Fund, L.P.
Common Stock(4)	10/29/2008		X		6,446	A	$0.01	40,377(2)	I	By Richard E Rainwater 1995 Charitable Remainder Unitrust No. 1
Common Stock(4)	10/29/2008		X		21,486	A	$0.01	134,589(2)	I	By Richard E Rainwater Charitable Remainder Unitrust No. 2
Common Stock(4)	10/29/2008		X		5,370	A	$0.01	33,646(1)	I	By RER FI Trading, L.P.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Warrant to purchase Common Stock(4)(5)	$0.01	10/29/2008		X			127,843	10/29/2008	03/31/2015	Common Stock	127,843	(3)	0	I(1)	By RER Global Liquidity Fund, L.P.
Warrant to purchase Common Stock(4)(5)	$0.01	10/29/2008		X			6,446	10/29/2008	03/31/2015	Common Stock	6,446	(3)	0	I(2)	By Richard E Rainwater 1995 Charitable Remainder Unitrust No. 1
Warrant to purchase Common Stock(4)(5)	$0.01	10/29/2008		X			21,486	10/29/2008	03/31/2015	Common Stock	21,486	(3)	0	I(2)	By Richard E Rainwater Charitable Remainder Unitrust No. 2
Warrant to purchase Common Stock(4)(5)	$0.01	10/29/2008		X			5,370	10/29/2008	03/31/2015	Common Stock	5,370	(3)	0	I(1)	By RER FI Trading, L.P.

Explanation of Responses:

1. 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.

2. 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 warrants were issued in connection with the purchase by the reporting person of senior subordinated secured notes due 2015 and a participation in certain mortgage related assets. No separate consideration was paid for the warrants.

4. All shares of Common Stock and warrants to purchase Common Stock have been adjusted to reflect the issuer's one-for-ten reverse stock split of its Common Stock effective September 26, 2008.

5. The number of shares into which the warrants to purchase Common Stock are exercisable have been adjusted pursuant to the terms of the warrant agreement and the purchase agreement pursuant to which the warrants were acquired.

	/s/ Melissa T. Parrish, as attorney-in-fact	10/31/2008
	** 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).
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