SAXON ASSET SEC TR 1996-1 MORT LN ASSET BKED CERT SE 1996-1
8-K, 1996-11-08
ASSET-BACKED SECURITIES
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                       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) : October 25, 1996


                       Saxon Asset Securities Trust 1996-1
             Mortgage Loan Asset Backed Certificates, Series 1996-1

             (Exact name of registrant as specified in its charter)


     Virginia                       34-020552                 52-1785164
(State or other jurisdiction    (Commission File Number)    (IRS Employer
of incorporation or organization)                         Identification No.)


                    4880 Cox Road, Glen Allen, Virginia 23060
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code : (804) 967-7400

                                       N/A
         (Former name or former address, if changed since last report.)



                   Page 1  of 4  This  report  consists  of 13 consecutively
                          numbered pages.



<PAGE>





Item 5. Other Events.

The First Amendment to the Trust Agreement dated October 1, 1996 has become
effective and is filed herewith as Exhibit 4.1

On October 25, 1996 distributions were made to the Certificateholders. Speci-
fic information with respect to the distributions is filed as Exhibit
99.1.

No other reportable transactions or matters have occurred during the
current reporting period.


Item 7.    Financial Statements and Exhibits.

           (c)   The following exhibits are filed as part of this report:

                First Amendment to the Trust Agreement dated October 1, 1996
                 filed as Exhibit 4.1 hereto.

                Statement  to  Certificateholders  on October 25, 1996 filed
                 as Exhibit 99.1 hereto.



<PAGE>






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.

                                SAXON ASSET SECURITIES TRUST 1996-1,
                                MORTGAGE LOAN ASSET BACKED CERTIFICATES
                                SERIES 1996-1



Date:    November 5, 1996                    By:   /s/ Brad Adams
                                                     ---------------
                                                     Brad Adams
                                                     Vice President





<PAGE>


INDEX TO EXHIBITS


      Exhibit
      Number                             Description of Exhibits     Page

        4.1              Fist Amendment to the Trust Agreement
                         dated October 1, 1996                         5


        99.1             Monthly Certificateholder Statement on
                         October 25, 1996.                            10



<PAGE>

                                               Exhibit 4.1


                  First Amendment to the Trust Agreementdated October 1, 1996 




<PAGE>



                                First  Amendment to Trust Agreement

     THIS FIRST  AMENDMENT  dated as of October 1, 1996 (this "Amendment"),  is
hereby  executed  by and  among  Saxon  Asset  Securities  Company,  a  Virginia
corporation  ("SASCO"),  Texas  Commerce  Bank National  Association,  as Master
Servicer, Custodian, Certificate Registrar and Paying Agent (in such capacities,
the "Master Servicer", the "Custodian", the "Certificate Registrar" and the
"Paying  Agent",   respectively),   and  Citibank,   N.A.,  a  national  banking
association,  as Trustee (in such capacity,  the "Trustee"),  in each case under
the TRUST AGREEMENT dated as of August 1, 1996 (the  "Agreement"),  by and among
SASCO, the Master Servicer, the Custodian, the Certificate Registrar, the Paying
Agent and the Trustee, for the purpose of amending the Agreement.  The Agreement
incorporates,  unless  otherwise  specified  therein,  all the provisions of the
Standard Terms to Trust Agreement (August 1996 Edition) (the "Standard  Terms"),
which are a part of the Agreement as if set forth therein in full (the Agreement
with the Standard Terms so incorporated, the "Trust Agreement").


                                 Preliminary Statement

     The Board of Directors of SASCO  authorized  the  formation of a trust (the
"Trust")  to  issue a series  of asset  backed  certificates  with an  aggregate
initial  Certificate  Principal Balance of $234,089,000 to be known as the Saxon
Asset Securities Trust 1996-1,  Mortgage Loan Asset Backed Certificates,  Series
1996-1 (the "Certificates").

     The Trust  Agreement  may be amended or  supplemented  from time to time by
SASCO,  the Master  Servicer  and the Trustee  without the consent of any of the
Certificateholders,  among  other  things,  (i) to cure any  ambiguity,  (ii) to
correct or supplement any provisions  therein which may be inconsistent with any
other provisions  therein, or (iii) to make any other provisions with respect to
matters or questions  arising under the Trust  Agreement or matters arising with
respect to the Trust that are not covered by the Trust Agreement,  provided that
such action shall not adversely  affect in any material respect the interests of
any  Certificateholder.  Any such amendment or supplement shall be deemed not to
adversely  affect in any  material  respect  any  Certificateholder  if there is
delivered to the Trustee  written  notification  from each Rating  Agency to the
effect that such  amendment or  supplement  will not cause such Rating Agency to
reduce the then current rating  assigned to such  Certificates.

     Section 1.02 ofthe  Agreement  modifies the Standard  Terms  by,among other
things,  providing  that:  unless a  Certificate  Insurer  Default  exists,  the
Certificate  Insurer's  prior written  consent is required prior to, among other
things,  any amendment to the Trust  Agreement  pursuant to Section 11.01 of the
Standard Terms.

     The Trust Agreement provides, among other things, that all Monthly Payments
on the  Mortgage  Loans due after  July 17,  1996,  were  conveyed  to the Trust
Estate.  Nevertheless,  it was the  intention of SASCO that an amount equal to
the Retained  Interest,  representing  interest on the Adjustable  Rate Mortgage
Loans from July 1, 1996,  to July 17, 1996,  would be retained by SASCO from the
Monthly Payments  thereon due on August 1, 1996.  Because,  however,  it was not
clear that the Retained Interest should have been remitted to SASCO on the first
Payment Date, the Retained  Interest was distributed to holders of the Class A-1
Certificates in reduction of the Certificate  Principal Balance of the Class A-1
Certificates.  In  order  to  carry  out  the  original  intent  of  SASCO,  the
Certificate  Insurer has  consented to the  amendment of the Trust  Agreement to
permit an amount equal to the Retained  Interest to be distributed to SASCO from
Available Funds.

     NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,  covenants,
representations and warranties hereinafter set forth, SASCO, the Master Servicer
and the Trustee agree as follows:

     Section 1.  Capitalized  terms used but not defined in this Amendment shall
have the  respective  meanings  assigned to them in Section 1.01 of the Standard
Terms or in Section  1.03 of the  Agreement.  If a term  defined in the Standard
Terms is also defined in the  Agreement the  definition  in the Agreement  shall
control. In addition, the following definitions are used herein:

     "Retained Interest":  $487,525.70.

     "SASCO  Distribution":  As of any Distribution Date, the excess, if any, of
the Retained Interest over  distributions  theretofore made to SASCO pursuant to
Section 3.02(d)(v) of the Agreement on previous Distribution Dates.

     Section 2.  Section 3.02(d) of the Agreement is amended by:

     (a)  inserting  therein,  after  existing  clause (iv), a new clause (v) as
follows:

               "(v)    to SASCO the SASCO Distribution;"

     (b) renumbering the clauses (v), (vi),  (vii) and (viii) of Section 3.02(d)
as clauses (vi), (vii), (viii) and (ix), respectively.

     Section 3.  Effective  Date.  This  amendment  shall take  effect  when the
consent  of the  Certificate  Insurer  shall  have been  filed  with the  Master
Servicer and this amendment shall have been executed by the parties hereto.
                                                                           
<PAGE>

     IN WITNESS  WHEREOF,  SASCO, the Master  Servicer,  Custodian,  Certificate
Registrar and Paying Agent and the Trustee have caused this Agreement to be duly
executed  by their  respective  officers  thereunto  duly  authorized  and their
respective signatures duly attested all as of the date first above written.

                                       SAXON ASSET SECURITIES COMPANY


                                       By:  /s/ Brad Adams
                                            --------------
                                            Brad Adams
                                            Vice President




                                       TEXAS COMMERCE BANK NATIONAL
                                       ASSOCIATION, as Master Servicer,
                                       Custodian, Certificate Registrar,
                                       and Paying Agent



                                       By:  /s/ Sue Needham
                                           ---------------
                                           Sue Needham
                                           Vice President & Trust Officer




                                       CITIBANK, N.A.
                                       not in its individual capacity but solely
                                       as trustee under the Trust Agreement



                                       By:  /s/ Denise Banasvek
                                            -------------------
                                            Vice President 


                       [Originals were notarized]
<PAGE>

                                                      CONSENT

                                            MBIA Insurance Corporation


     MBIA  Insurance  Corporation  consents  to the  First  Amendment  to  Trust
Agreement,  in the  form  attached  hereto  as  Exhibit  A, to amend  the  Trust
Agreement  dated as of  August 1,  1996,  by and among  Saxon  Asset  Securities
Company, a Virginia corporation,  Texas Commerce Bank National  Association,  as
Master  Servicer,  Custodian,   Certificate  Registrar  and  Paying  Agent,  and
Citibank, N.A., as Trustee.

Dated: October 21, 1996


                                                 MBIA INSURANCE CORPORATION


                                                 By:  /s/ Robert Heller
                                                      -----------------
                                                      Robert Heller


<PAGE>

                                                Exhibit 99.1

                 Monthly Certificateholder Statement on October 25, 1996

                                                                          
<PAGE>


<TABLE>
<CAPTION>

SAXON ASSET SECURITIES TRUST

SERIES 1996-1

DIST DATE: October 25, 1996  PAGE #1
RECORD DATE: September 30,  1996



<CAPTION>


                       Original .    Beginning                                                       Ending           Aggregate
                      Certificate  Certificate     Principal        Interest       Total            Certificate  Scheduled Principal
Class ....Cusip #      Balance     Balance        Distribution   Distribution    Distribution        Balance             Balance
<S>     <C>    <C>    <C>    <C>    <C>    <C>

A-1 ......805559Aa9  43,000,000.00  42,792,139.48   232,537.11     263,171.66       495,708.77    42,559,602.37    52,373,225.40
A-2 ......805559Ab7   9,600,000.00   9,600,000.00         0.00      64,480.00        64,480.00     9,600,000.00
A-3 ..... 805559Ac5 181,489,000.00 172,459,196.39 5,090,675.78     848,283.67     5,938,959.45   167,368,520.61   168,210,085.20
R ....... N/a             N/a          N/a          N/a              N/a              N/a
Totals              234,089,000.00 224,851,335.87 5,323,212.89   1,175,935.33     6,499,148.22   219,528,122.98   220,583,310.60
</TABLE>










LIBOR RATE                         5.56250%

Factor Information Per $1,000 of the Original Balance
<TABLE>
<CAPTION>

                      Principal    Interest       End Prin         Current
Class   Cusip #     Distribution  Distribution  Balance      Pass Through Rate
<S>     <C>    <C>    <C>    <C>    <C>    <C>

A-1     805559AA9    5.40783977     6.12027116      989.75819465   7.380000%
A-2     805559AB7    0.00000000     6.71666667    1,000.00000000   8.060000%
A-3     805559AC5   28.04950041     4.67402250      922.19650012   5.902500%
</TABLE>


If there are any questions or comments, please contact the Relationship
Manager listed below


                              Mary Jo Davis
                         The Texas Commerce Bank, N.A.
                          600 Travis Street, 8th Floor
                              Houston, Texas 77002
                                 (713) 216-4756

Texas Commerce Bank,  N.A.
MASTER SERVICER
<PAGE>



SAXON ASSET SECURITIES TRUST
SERIES 1996-1



DIST DATE: October 25, 1996  PAGE #2
RECORD DATE: September 30,  1996

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                              Group I                 Group II
Sec. 3.04 (a) (ii)      Prepayment Amount                                     114,612.26           4,969,028.75
                        Principal Recovery Amount                                   0.00                   0.00
                        Subordination Increase Amount                          80,673.17                   0.00

Sec. 3.04 (a) (v)       Insured Payment Amount
                                                                              Group I                Group II
Sec. 3.04 (a) (vii)     Subordinated Amount or Subordination Deficit Amount          0.00                  0.00
Sec. 3.04 (a) (ix)      Total Substitution Shortfall Amount                          0.00                  0.00
                        Total Repurchase Amount                                      0.00                  0.00

                                                                                Group I                Group II
Sec. 3.04 (a) (x)       Weighted Average Net Rate of Mortgage Loans               9.85130%                8.12706%
Sec. 3.04 (a) (xii)     The largest Mortgage Loan Balance                      680,668.90           1,169,344.07
Sec. 3.04 (a) (xiii)    Servicing Fees                                          12,289.35              57,101.49
                        Master Servicing Fees                                    2,731.30               9,011.64
                        Premium Amount                                           5,260.00              18,320.21


Sec. 3.04 (b) (ii)      The Number and Aggregate Principal Balances of all Delinquent Mortgage Loans
                        as of such Remittance Date
                       Group I                                        Group II
  Category             Number      Percentage    Principal Balance    Number     Percentage        Principal Balance
  30-59 Days           46          9.23710%          4,837,787.97       107         10.37580%         17,453,060.84
  60-89 Days            4          0.67240%            352,160.23        11          1.19510%          2,010,219.97
  90+ Days              0          0                      0               6          0.65400%          1,099,999.32


                                                                                                 Group I                 Group II
Sec. 3.04 (b) (iii)     Number of Mortgage Loans in Foreclosure Proceedings                          0                      0
                        Dollar Amounts of all Mortgage Loans in Foreclosure Proceedings              0.00                   0.00
                        Number of Mortgage Loans in Foreclosure in Prior Month                       0                      0
                        Dollar Amounts of all Mortgage Loans in Foreclosure in Prior Month           0.00                   0.00

                                                                                                  Group I                 Group II
Sec. 3.04 (b) (iv)      Number of Mortgagors in Bankruptcy Proceedings                               0                      2
                        Scheduled Principal Balances of Mortgage Loans in Bankruptcy Proceedings    0.00                 248,964.07
</TABLE>

                                     TEXAS COMMERCE BANK,  N.A.
                                           MASTER SERVICER


<PAGE>


SAXON
ASSET SECURITIES TRUST SERIES
1996-1

DIST DATE: October 25, 1996  PAGE # 3
RECORD DATE: September 30, 1996



<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                              Group I           Group II

Sec. 3.04 (b) (v)     Status of any REO Properties
Sec. 3.04 (b) (vi)    Book Value Of any REO Properties           0.00             0.00



                                                              Group I          Group II

Sec. 3.04 (b) (vii)   Cumulative Loss Percentage                 0.00             0.00
                      Amount of Cumulative Realized              
                        Losses                                   0.00             0.00
                      Current Period Realized Losses             0.00             0.00
                      Annual Loss Percentage                     0.00             0.00



                                                              Group I          Group II

Sec. 3.04 (b) (viii   90+ Delinquency Percentage                 0.00             0.00
                      Number of 90 Day Delinquent Loans             0                0
                      Amount by Principal Balance of             
                        90 Day Delinquent Loans                  0.00             0.00   

</TABLE>

                        TEXAS COMMERCE BANK, N.A.
                             MASTER SERVICER



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