FARMER MAC MORTGAGE SECURITIES CORP
8-K, 2001-01-10
ASSET-BACKED SECURITIES
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


               Date of Report (Date of earliest event reported)
                              December 27, 2000


                  Farmer Mac Mortgage Securities Corporation
                 --------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)



           Delaware                    333-80805               52-1779791
  ---------------------------        ------------            --------------
 (State or other jurisdiction        (Commission             (IRS Employer
       of incorporation)             File Number)          Identification No.)


           919 18th Street, N.W.                               20006
             Washington, D.C.                        ------------------------
      --------------------------                             (Zip Code)
         (Address of principal
           executive offices)

         Registrant's telephone number, including area code: (202) 872-7700

                                   No Change

         (Former name or former address, if changed since last report)


<PAGE>



Item 5.  Other Events.

      The   Registrant   registered   issuances   of   Guaranteed   Agricultural
Mortgage-Backed Securities on a delayed or continuous basis pursuant to Rule 415
under  the  Securities  Act of  1933 by a  Registration  Statement  on Form  S-3
(Registration  File No. 333-80805) (the "Registration  Statement").  Pursuant to
the Registration  Statement,  the Registrant issued approximately  $6,837,886 in
aggregate  principal  amount  of  its  Guaranteed  Agricultural  Mortgage-Backed
Securities,  Series  12/27/00 (the  "Certificates")  on December 27, 2000.  This
Current  Report  on Form  8-K is being  filed  to  satisfy  an  undertaking,  in
connection  with  the  Prospectus  dated  March  29,  2000  and  the  Prospectus
Supplement  dated  December  27, 2000,  to file a copy of the Issue  Supplement,
attached hereto as Exhibit 4.3.8.

      The  Certificates  were  issued  pursuant to a Trust  Agreement  (filed as
Exhibit 4.3 to the Registration Statement) dated as of June 1, 1996 among Farmer
Mac Mortgage Securities Corporation, as Depositor, Federal Agricultural Mortgage
Corporation,  as  Guarantor,  and First Trust  National  Association,  N.A.,  as
Trustee,  as  supplemented  by an Issue  Supplement  among  Farmer Mac  Mortgage
Securities Corporation, as Depositor, Federal Agricultural Mortgage Corporation,
as Guarantor,  and U.S. Bank Trust National  Association,  as successor to First
Trust National Association, N.A., as Trustee, dated as of December 1, 2000.

Item 7.  Financial Statements and Exhibits.

      (a)   Not applicable.

      (b)   Not applicable.

      (c)   Exhibits:

                4.3.8  Issue  Supplement  dated  as of  December  1, 2000  among
                       Farmer Mac Mortgage Securities Corporation, as Depositor,
                       Federal Agricultural Mortgage  Corporation, as Guarantor,
                       and U.S. Bank Trust  National Association, as Trustee.



<PAGE>


                                  SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    FARMER MAC MORTGAGE SECURITIES
                                   CORPORATION

                                    By:
                                       ---------------------------
                                        Name:   Nancy E. Corsiglia
                                        Title:  Vice President - Finance




Dated:      January 10, 2001
























<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                   Description                           Page No.
-----------                   -----------                           --------

4.3.8                         Issue Supplement                        5



<PAGE>



                                                                 EXHIBIT 4.3.8
Issue Supplement


<PAGE>





                                                               EXECUTION COPY


                   FEDERAL AGRICULTURAL MORTGAGE CORPORATION

                               ISSUE SUPPLEMENT
                         Dated as of December 1, 2000

                              TO TRUST AGREEMENT
                              FOR GRANTOR TRUSTS
                           Dated as of June 1, 1996

                                      for

              GUARANTEED AGRICULTURAL MORTGAGE-BACKED SECURITIES

      Series Designation                              Issue Date
      ------------------                              ----------
       Series 12/27/00                                December 27, 2000


      THIS  ISSUE  SUPPLEMENT   accompanies  and  supplements  a  certain  Trust
Agreement for Grantor Trusts,  dated as of June 1, 1996 (the "Trust Agreement"),
among the Federal  Agricultural  Mortgage  Corporation,  a  federally  chartered
instrumentality  of the  United  States  ("Farmer  Mac"),  Farmer  Mac  Mortgage
Securities  Corporation,  a corporation organized and existing under the laws of
the  State  of  Delaware,   (the  "Depositor")  and  U.S.  Bank  Trust  National
Association,  a national banking association,  (the "Trustee"),  as successor in
interest  to First  Trust  National  Association.  Unless  otherwise  specified,
certain capitalized terms are defined in such Trust Agreement and shall have the
meanings so defined.

      The  collective  terms of such Trust  Agreement and this Issue  Supplement
shall govern the  composition  of the Trust Fund,  the  beneficial  ownership of
which is evidenced by the Series of Certificates  having the above  designation,
and have no  applicability  to any other Trust Fund.  If any  provision  of this
Issue  Supplement  conflicts  with  or  contradicts  a  provision  of the  Trust
Agreement, the provisions of this Issue Supplement shall control.

      The Depositor does hereby transfer,  assign, set over and otherwise convey
to the Trustee for the Holders of Certificates  evidencing  beneficial ownership
interests in the Trust Fund established hereby (i) all of the Depositor's right,
title and interest in and to the  Qualified  Loans  identified  in the Qualified
Loan Schedule attached as Schedule I hereto, including all payments of principal
and interest  thereon received after December 1, 2000 (the "Cut-Off Date") other
than  payments of principal  due and interest  accruing on or before the Cut-off
Date and (ii) all of the  Depositor's  rights,  as assignee of Farmer Mac, under
each  Loan  Sale  Agreement  providing  for  the  sale  of the  Qualified  Loans
identified  in the  Qualified  Loan  Schedule  attached  as  Schedule  I hereto,
including,  but not  limited to, the right to enforce  the  representations  and
warranties therein against the related Seller.
<PAGE>

      Section 1. Certain Defined Terms Inapplicable. The following terms defined
in Section 1.01 of the Trust Agreement shall have no applicability to the Series
of Certificates authorized hereby: "Class Notional Principal Balance," "Interest
Only  Certificates,"   "Interest  Only  Class,"  "Notional  Principal  Balance,"
"Participation  Certificate,"  "Special  Distribution  Date" and "Special Record
Date."

      Section 2. Certain Defined Terms Redefined.  The  following  terms defined
in  Section 1.01 of  the  Trust  Agreement are  modified to  have  the following
meanings for the Series of Certificates authorized hereby:

      Certificate: A Guaranteed Agricultural Mortgage-Backed Security, which, in
the case of all Classes of Certificates,  shall be issued in book-entry form and
maintained  in the name of a record  owner as an entry on the books of a Reserve
Bank under a designation specifying the Series, Class and denomination thereof.

      Certificate  Distribution  Amount:     With  respect  to  each  Class  and
Distribution Date, the sum of

            (a) all interest  accrued at the related  Certificate  Interest Rate
      during the preceding  Interest  Accrual Period for such Class on the Class
      Certificate   Principal   Balance  thereof   immediately   preceding  such
      Distribution Date; and

            (b) the Principal Distribution Amount on such date for the Qualified
      Loan Pool bearing the same alphanumeric designation as such Class.

      Certificate  Interest  Rate:  For each  Class  and  Distribution  Date,  a
variable rate per annum equal to the weighted  average (by  Scheduled  Principal
Balance)  carried to three  decimal  places,  rounded  down, of the Net Mortgage
Rates of the  Qualified  Loans  in the  Qualified  Loan  Pool  bearing  the same
alphanumeric designation as such Class.

      Certificate Principal Balance: As to any Certificate, prior to the related
initial  Distribution  Date, the  Denomination  thereof and,  subsequent to such
initial  Distribution  Date,  the  Denomination  thereof  multiplied by the then
applicable Certificate Principal Factor.

      Certificate  Principal  Factor:  As to any date of determination and as to
any  Class  of  Certificates,  a  fraction  the  numerator  of  which is (i) the
aggregate of the  Denominations of all Certificates of such Class minus (ii) the
aggregate  amount of all Principal  Distribution  Amounts,  if any,  distributed
thereto prior to such date of determination  and the denominator of which is the
aggregate of the Denominations of all Certificates of such Class.

      Certificateholder or Holder:  As to any  Certificates, the record owner on
the appropriate Reserve Bank's books.
<PAGE>

      Class  Certificate  Principal Balance:   With  respect  to  any  Class  of
Certificates, at any time, the  aggregate  of the Certificate Principal Balances
of all Certificates of such Class.

      Distribution  Date: As to each Class, the 25th day of each month specified
in the table below (or if such 25th day is not a Business  Day, the Business Day
immediately following), commencing on the date specified:
<TABLE>
<CAPTION>

                             Frequency of Each
         Class               Distribution Date        Initial Distribution Date
         -----               -----------------        ------- -----------------
       <S>                       <C>                     <C>
        JM1020                    Monthly                 January 25, 2001
        KM1020                    Monthly                 January 25, 2001
        LM1020                    Monthly                 January 25, 2001
</TABLE>

      Due Period: With respect to any Qualified Loan Pool and Distribution Date,
the period beginning  immediately following the preceding Due Period (or the day
immediately  following the Cut-Off Date in the case of the initial  Distribution
Date)  and  ending  on  and  including  the  first  day  of the  month  of  such
Distribution Date.

      Final Distribution Date:  As to any Class, the Distribution Date specified
as such for such Class in Section 4 of this Issue Supplement.

      Prepayment Period:  As to each Qualified Loan Pool and  Distribution Date,
the preceding Due Period for such Qualified Loan Pool.

      Principal Distribution Amount:  With  respect to  each Qualified Loan Pool
and Distribution Date, the sum of

            (a) all  Curtailments  received  with respect to the Qualified Loans
      in such Qualified  Loan  Pool during the preceding  Prepayment  Period for
      such Qualified Loan Pool;

            (b) the Scheduled  Principal  Balance of each Qualified Loan in such
      Qualified  Loan Pool which was the  subject of a Principal  Prepayment  in
      Full during the preceding  Prepayment  Period or which became a Liquidated
      Qualified Loan (or which was repurchased  from the Trust Fund as permitted
      or  required  pursuant  to the  Trust  Agreement)  during  such  preceding
      Prepayment Period for such Qualified Loan Pool;

            (c) the principal  component of each Installment  Payment (including
      any Balloon  Payment) due in respect of each  Qualified  Loan  included in
      such  Qualified  Loan  Pool  during  the  preceding  Due  Period  for such
      Qualified Loan Pool; and

            (d) if such Distribution Date is the Final Distribution Date for the
      related Class of Certificates,  any amount by which the Class  Certificate
      Principal  Balance therefor would be greater than zero after  distribution
      of the amounts specified in (a) - (c) above.
<PAGE>

      Qualified Loan Schedule: As of any date of determination,  the schedule of
Qualified  Loans  included  in  the  Trust  Fund,  separately  identifying  each
Qualified Loan Pool, the Field  Servicer's Fee and  Administrative  Fee for each
Qualified  Loan.  The  initial  schedule is attached as Schedule I to this Issue
Supplement.

      Section 3. Defined Terms Applicable to Issue Supplement.  Whenever used in
this Issue Supplement, the following  words and phrases shall have the following
meanings:

      Administrative Fee:  The  per  annum  rate  identified  as  such  for each
Qualified Loan set forth in the Qualified Loan Schedule.

      Central Servicer: With respect to any Qualified Loan, as identified in the
Qualified Loan Schedule.

      Central Servicing Fee Rate:  An  amount as  described in the supplement to
the Servicing Contract between Farmer Mac and the applicable Central Servicer.

      Closing Date:  December 27, 2000.

      Collected Prepayment Premiums:  With respect to each Class of Certificates
and Distribution Date, the aggregate of Prepayment  Premiums received during the
preceding  Due Period by the Central  Servicer,  in each case, in respect of the
Qualified Loan Pool bearing the same alphanumeric designation as such Class.

      Cut-Off Date: December 1, 2000.

      Field Servicer's Fee:   The  per  annum  rate identified  as such for each
Qualified Loan set forth in the Qualified Loan Schedule.

      Guarantee Fee:   The per  annum rate identified as such for each Qualified
Loan set forth in the Qualified Loan Schedule.

      Interest  Accrual  Period:  As to each Class and  Distribution  Date,  the
period from the first day of the month of the preceding Distribution Date (or in
the case of the initial Distribution Date for a Class, from the Cut-Off Date) to
and including the last day of the month preceding the month of such Distribution
Date.

      Liquidated Qualified Loan: Any defaulted Qualified Loan as to which Farmer
Mac has determined  that all amounts it expects to recover from or on account of
such Qualified Loan have been recovered.

      Net Mortgage  Rate: As to each  Qualified  Loan, the Mortgage Rate thereon
less the sum of (i) the Administrative Fee and (ii) the Field Servicer's Fee for
such loan.
<PAGE>

      Net  Prepayment  Premium:  As to each  Qualified  Loan and each  Collected
Prepayment  Premium  recovered  thereon,  the amount of the  related  prepayment
premium or yield maintenance  charge calculated on the basis of the Net Mortgage
Rate rather than the Mortgage Interest Rate of the related Qualified Loan.

      Qualified Loan Pool:    Each  of  the  three  groups  of  Qualified  Loans
identified in the Qualified Loan Schedule.

      Termination Percentage:  One percent.

      Termination Price: The sum of 100% of the unpaid principal balance of each
outstanding  Qualified  Loan and any REO Qualified  Loan plus accrued and unpaid
interest  thereon at the  applicable  Mortgage  Interest  Rate (less any amounts
constituting previously unreimbursed advances).

      Section 4. Classes of Certificates;  Distributions  on  Certificates.  The
Series  of  Certificates  authorized  by the  Trust  Agreement  and  this  Issue
Supplement shall be divided into three Classes of Certificates  having the terms
and provisions  hereinafter set forth.  The Class  designations,  original Class
Certificate Principal Balances and Final Distribution Dates shall be as follows:
<TABLE>

                               Original Class
                             Certificate Final
        Class Designation    Principal Balance     Distribution Date
        -----------------    -----------------     -----------------
            <S>                <C>                 <C>
             JM1020             $2,983,242          December 25, 2030
             KM1020             $2,995,529          December 25, 2030
             LM1020              $859,115           November 25, 2030
</TABLE>

      On each  Distribution  Date for a Class of Certificates,  Farmer Mac shall
distribute the related  Certificate  Distribution  Amount and any Net Prepayment
Premiums  for  such  Class  to the  Certificateholders  of such  Class as of the
related  Record  Date.  Amounts  distributed  in  respect  of clause  (b) of the
definition of Certificate  Distribution  Amount shall be applied in reduction of
the Certificate Principal Balances of the Certificates. All distributions of the
Certificate  Distribution  Amount and any Net  Prepayment  Premiums  for a Class
shall be applied on a pro rata basis among the  Certificates of such Class.  Net
Prepayment Premiums shall not be applied to accrued  certificate  interest on or
to reduce the Certificate Principal Balance of any Certificate.

      Section 5. Form and  Denominations.  The  Certificates  shall be issued in
book-entry form as provided in Section 3.02(a) of the Trust Agreement; interests
therein shall be held in minimum  Denominations of $1,000 and integral multiples
of $1 in excess thereof.

      Section  6.  Servicing   Compensation.   For  any  Distribution  Date,  as
compensation  for its activities and  obligations  under the Trust Agreement and
hereunder, the Master Servicer shall be entitled to retain the excess of (i) any
Collected  Prepayment Premium for such Distribution over (ii) any Net Prepayment
Premium for such Distribution Date.
<PAGE>

      Section 7.  Collection of Certain Qualified Loan Payments. Section 4.05 of
the Trust Agreement is amended by restating  clause (v) thereof  in its entirety
as follows:

            "(v)  Any Net Prepayment Premiums collected on the Qualified Loans."

      Section 8.  Termination  of  the  Trust  Fund.  Section  9.01 of the Trust
Agreement is restated in its entirety as follows:

            "The respective  obligations and  responsibilities of Farmer Mac and
      the Trustee  created hereby shall  terminate upon the  distribution to all
      Holders of all amounts  required to be distributed  hereunder upon (i) the
      repurchase by Farmer Mac of all Qualified Loans and REO Property remaining
      in the Trust Fund at the Termination  Price; (ii) the final payment of the
      last  Qualified  Loan and/or REO Property  remaining in the Trust Fund; or
      (iii)  distribution  by Farmer Mac pursuant to the Farmer Mac Guarantee on
      the Final  Distribution  Date for the  Class of  Certificates  having  the
      latest Final Distribution Date of an amount sufficient to reduce the Class
      Certificate  Principal Balance of such Class to zero;  provided,  however,
      that in no event  shall any  trust  created  hereby  continue  beyond  the
      expiration  of 21 years from the death of the survivor of the  descendants
      of Joseph P. Kennedy,  the late ambassador of the United States of America
      to the Court of St. James's, living on the Cut-Off Date.

            The right of Farmer Mac to repurchase  all  Qualified  Loans and REO
      Property  in the Trust Fund  pursuant to clause (i) above shall be subject
      to the aggregate Scheduled Principal Balances of the Qualified Loans being
      less than the Termination  Percentage of the Scheduled  Principal Balances
      thereof as of the Cut-Off Date. Any such repurchase  shall take place on a
      Distribution  Date for any then outstanding  Class  (regardless of whether
      such  Distribution  Date  constitutes  a  Distribution  Date  for all such
      Classes of Certificates), and the proceeds of any such repurchase shall be
      distributed to Holders of the applicable  Classes of  Certificates on such
      Distribution  Date,  pro rata, in the first instance in respect of accrued
      interest and then, as a distribution of principal.

            In  connection  with any such  termination,  Farmer  Mac shall  make
      available to financial publications and electronic services notice for the
      benefit  of  Holders  of   Certificates  to  the  effect  that  the  final
      distribution  will be made on the Distribution  Date therein  specified to
      Certificateholders of record on the applicable Record Date."

      Section 9.  Intended Classification.  A new Section 11.06 is added  to the
Trust Agreement as follows:
            "Section 11.06.  Intended  Classification.  It is  intended that the
      Trust Fund be classified for federal income tax purposes as an `investment
      trust'  within  the  meaning  of  Treasury  Regulation  301.7701-4(c), and
      notwithstanding  anything  to  the contrary herein, the provisions of this
      Agreement  shall be applied  and  interpreted in  a manner consistent with
      such intention, including, without  limitation, so  as to circumscribe any
      right to exercise  discretion granted to  Farmer Mac  herein as to matters
      relating to the Qualified Loans."

                                   * * * * * * * * * * *


<PAGE>






IN WITNESS WHEREOF, the parties hereto hereby execute this Issue Supplement,  as
of the day and year first above written.

                                          FEDERAL AGRICULTURAL
                                            MORTGAGE CORPORATION


[SEAL]


                                          By:     /s/ Nancy E. Corsiglia
                                             ---------------------------------
Attest:     /s/ Jerome G. Oslick                 Vice President - Finance





                                          FARMER MAC MORTGAGE
                                            SECURITIES CORPORATION
 [SEAL]

                                          By:     /s/ Nancy E. Corsiglia
                                             ---------------------------------
Attest:     /s/ Jerome G. Oslick                      Vice President





                                          U.S. BANK TRUST NATIONAL
                                            ASSOCIATION, as Trustee

[SEAL]
NO CORPORATE SEAL


                                          By:    /s/ Eve D. Kaplan
                                             --------------------------------
                                                     Eve D. Kaplan
                                                     Vice President
Attest:     /s/ S. Cristopherson




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