As filed with the Securities and Exchange Commission On August 26, 1998
Registration No. 333-26073
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
(Post-Effective Amendment No. 2)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FARMER MAC MORTGAGE
SECURITIES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 52-1779791
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
919 18th Street, N.W.
Washington, D.C. 20006
(202) 872-7700
(Address including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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Henry D. Edelman
Farmer Mac Mortgage Securities Corporation
919 18th Street, N.W.
Washington, D.C. 20006
(202) 872-7700
(Name, address including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Richard A. Steinwurtzel Michael T. Bennett
Fried, Frank, Harris, Shriver Federal Agricultural Mortgage
& Jacobson Corporation
1001 Pennsylvania Ave., N.W., Suite 800 919 18th Street, N.W.
Washington, D.C. 20004-2505 Washington, D.C. 20006
(202) 639-7120 (202) 872-7700
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Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with a dividend
or interest reinvestment plan, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering. [ ]
_____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. [ ] _____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 is filed solely to amend Item 16,
Exhibit 23.3. Pursuant to Rule 462(d), this Post-Effective Amendment is
effective upon filing.
<PAGE>
ITEM 16. EXHIBITS
(a) Exhibits
Exhibit
Number Description
*1.1 Proposed Form of Underwriting Agreement
*4.1 Proposed Form of Master Central Servicing Agreement
*4.2 Proposed Form of Loan Sale Agreement
*4.3 Proposed Form of Trust Agreement - Grantor Trusts
*4.4 Proposed Form of Trust Agreement - REMIC Trusts
*5.1 Opinion of General Counsel of the Registrant
*8.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson
as to tax matters
*23.1 The consent of the General Counsel of the Registrant
is contained in the opinion filed as Exhibit 5.1
hereto.
*23.2 The consent of Fried, Frank, Harris, Shriver & Jacobson is contained
in the opinion filed as Exhibit 8.1 hereto.
23.3 Consent of KPMG Peat Marwick LLP
*24.1 Power of Attorney
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* Previously filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Washington, D.C., on the 26th day of August, 1998.
FARMER MAC MORTGAGE SECURITIES CORPORATION
By:
/s/ Henry D. Edelman____________________________
Henry D. Edelman
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities on this 25th day of August 1998.
/s/ Henry D. Edelman
Henry D. Edelman President and Director August 26, 1998
(Principal Executive Officer)
/s/ Christopher A. Dunn
Christopher A. Dunn Vice President and Director August 26, 1998
/s/ Nancy E. Corsiglia
Nancy E. Corsiglia Vice President, Treasurer and August 26, 1998
Director
(Principal Financial and
Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
*1.1 Proposed Form of Underwriting Agreement
*4.1 Proposed Form of Master Central Servicing Agreement
*4.2 Proposed Form of Loan Sale Agreement
*4.3 Proposed Form of Trust Agreement - Grantor Trusts
*4.4 Proposed Form of Trust Agreement - REMIC Trusts
*5.1 Opinion of General Counsel of the Registrant
*8.1 Opinion of Fried, Frank, Harris, Shriver &
Jacobson as to tax matters
*23.1 The consent of the General Counsel of the
Registrant is contained in the opinion filed as
Exhibit 5.1 hereto.
*23.2 The consent of Fried, Frank, Harris, Shriver & Jacobson is
contained in the opinion filed as Exhibit 8.1 hereto.
23.3 Consent of KPMG Peat Marwick LLP.
*24.1 Power of Attorney.
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* Previously filed.
0140337.01
<PAGE>
KPMG Peat Marwick LLP
2001 M Street, N.W.
Washington, D.C. 20036
The Board of Directors
Federal Agricultural Mortgage Corporation
We consent to the use of our report incorporated herein by reference and to the
reference to our firm as experts on page 4 in the Prospectus dated May 22, 1997.
KPMG Peat Marwick LLP
Washington, D.C.
May 22, 1997
