THORNBURG MORTGAGE, INC.





















                                4,000,000 Shares



                                  Common Stock



                                ($0.01 Par Value)









                             UNDERWRITING AGREEMENT























                                  July 31, 2003





{PAGE}



                                                                   July 31, 2003





UBS SECURITIES LLC

A.G. EDWARDS & SONS, INC.

RBC DAIN RAUSCHER INC.



c/o UBS Securities LLC

299 Park Avenue

New York, New York 10171-0026



Ladies and Gentlemen:



         Thornburg Mortgage, Inc., a Maryland corporation (the "Company"),

proposes to issue and sell to UBS Securities LLC ("UBS"), A.G. Edwards & Sons,

Inc. ("A.G. Edwards" and, together with UBS, the "Lead Managers"), and RBC Dain

Rauscher Inc. (collectively, the "Underwriters"), an aggregate of 4,000,000

shares (the "Firm Shares") of common stock, $0.01 par value (the "Common

Stock"), of the Company. In addition, solely for the purpose of covering

over-allotments, the Company proposes to grant to the Underwriters the option to

purchase from the Company up to an additional 600,000 shares of Common Stock

(the "Additional Shares"). The Firm Shares and the Additional Shares are

hereinafter collectively sometimes referred to as the "Shares." The Shares are

described in the Prospectus which is referred to below.



         The Company has filed, in accordance with the provisions of the

Securities Act of 1933, as amended, and the rules and regulations thereunder

(collectively, the "Securities Act"), with the Securities and Exchange

Commission (the "Commission") a registration statement (No. 333-98659),

including a base prospectus, relating to the Shares being sold by the Company

and incorporating by reference documents which the Company has filed or will

file in accordance with the provisions of the Securities Exchange Act of 1934,

as amended, and the rules and regulations thereunder (collectively, the

"Exchange Act"). The Company has prepared a prospectus supplement (the

"Prospectus Supplement") to the base prospectus included as part of such

registration statement setting forth the terms of the offering, sale and plan of

distribution of the Shares and additional information concerning the Company and

its business. Except where the context otherwise requires, such registration

statement, as amended when it became effective, including all documents filed as

part thereof or incorporated by reference therein, and including any information

contained in a Prospectus (as defined below) subsequently filed with the

Commission pursuant to Rule 424(b) under the Securities Act, is herein called

the "Registration Statement" and the base prospectus, including all documents

incorporated therein by reference, included in the Registration Statement, as

supplemented by the Prospectus Supplement, in the form filed by the Company with

the Commission pursuant to Rule 424(b) under the Securities Act on or before the

second Business Day (as defined below) following the date of this Underwriting

Agreement (the "Agreement") (or on such other day as the parties may mutually

agree), is herein called the "Prospectus." Any reference herein to the

Registration Statement, the Prospectus or any amendment or supplement thereto

shall be deemed to refer to and include the documents incorporated by reference

therein, and any reference herein to the terms "amend," "amendment" or

"supplement" with respect to the Registration Statement and the Prospectus shall

be deemed to refer to and include the filing after the execution hereof of any

document with the Commission deemed to be incorporated by reference therein. For

purposes of this Agreement, all references to the Registration Statement, the

Prospectus or to any amendment or supplement thereto shall be deemed to include

any copy filed with the Commission pursuant to its Electronic Data Gathering

Analysis and Retrieval System ("EDGAR"), and such copy shall be identical in

content to any Prospectus delivered to the Underwriters for use in connection

with the offering of the Shares.





{PAGE}



         The Company and the Underwriters agree as follows:



         1. Sale and Purchase. Upon the basis of the warranties and

representations and subject to the terms and conditions herein set forth, the

Company agrees to issue and sell the Firm Shares to the several Underwriters,

and each of the Underwriters, severally and not jointly, agrees to purchase from

the Company the respective number of Firm Shares (subject to such adjustment as

the Lead Managers may determine to avoid fractional shares) set forth opposite

the name of such Underwriter in Schedule A annexed hereto at a purchase price of

$26.18 per Share. The Company is advised by the Lead Managers that the

Underwriters intend (i) to make a public offering of the Shares as soon as the

Underwriters deem advisable after this Agreement has been executed and delivered

and (ii) initially to offer the Firm Shares upon the terms set forth in the

Prospectus. The Underwriters may from time to time increase or decrease the

public offering price after the initial public offering to such extent as they

may determine.



         In addition, the Company hereby grants to the several Underwriters the

option to purchase, and upon the basis of the warranties and representations and

subject to the terms and conditions herein set forth, the Underwriters shall

have the right to purchase, severally and not jointly, from the Company ratably

in accordance with the number of Firm Shares to be purchased by each of them

(subject to such adjustment as the Lead Managers shall determine to avoid

fractional shares), all or a portion of the Additional Shares as may be

necessary to cover over-allotments made in connection with the offering of the

Firm Shares, at the same purchase price per share to be paid by the Underwriters

to the Company for the Firm Shares. This option may be exercised by the Lead

Managers on behalf of the several Underwriters at any time (but not more than

once) on or before the thirtieth day following the date hereof, by written

notice to the Company. Such notice shall set forth the aggregate number of

Additional Shares as to which the option is being exercised and the date and

time when the Additional Shares are to be delivered (such date and time being

herein referred to as the "additional time of purchase"); provided, however,

that the additional time of purchase shall not be (i) earlier than the time of

purchase (as defined below) or (ii) later than the tenth Business Day after the

date on which the option shall have been exercised. The number of Additional

Shares to be sold to each Underwriter shall be the number which bears the same

proportion to the aggregate number of Additional Shares being purchased as the

number of Firm Shares set forth opposite the name of such Underwriter on

Schedule A hereto bears to the aggregate number of Firm Shares (subject, in each

case, to such adjustment as the Lead Managers may determine to eliminate

fractional shares). As used herein "Business Day" shall mean a day on which the

New York Stock Exchange (the "NYSE") is open for trading or commercial banks in

the City of New York are open for business.



         2. Payment and Delivery. Payment of the purchase price for the Firm

Shares shall be made to the Company by federal funds wire transfer against

delivery of the certificates for the Firm Shares to the Lead Managers through

the facilities of the Depository Trust Company ("DTC") for the respective

accounts of the Underwriters. Such payment and delivery shall be made at 10:00

A.M., New York City time, on August 5, 2003 (unless another time shall be agreed

to by the Lead Managers and the Company or unless postponed in accordance with

the provisions of Section 8 hereof). The time at which such payment and delivery

are actually made is herein sometimes called the "time of purchase."

Certificates for the Firm Shares shall be delivered to the Lead Managers,

through the facilities of DTC, in definitive form in such names and in such

denominations as the Lead Managers shall specify no later than the second

Business Day preceding the time of purchase. For the purpose of expediting the

checking of the certificates for the Firm Shares by the Lead Managers, the

Company agrees to make such certificates available to the Lead Managers for such

purpose at least one full Business Day preceding the time of purchase.



         Payment of the purchase price for the Additional Shares shall be made

at the additional time of purchase in the same manner and at the same office as

the payment for the Firm Shares. Certificates for

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