VANDERBILT MORTGAGE & FINANCE INC
10-K, 1996-06-25
ASSET-BACKED SECURITIES
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<PAGE>
                                  FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION



                            Washington, D.C. 20549

(Mark One)


<checked-box>ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

                    For the fiscal year ended December 31, 1995


                                        OR


<square>TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

                  For the transition period from          to         .


Commission file number 1-8824


                        VANDERBILT MORTGAGE AND FINANCE, INC.

              SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1994-A
                  (Exact name of registrant as specified in its charter)



Tennessee                                                         62-0997810
(State of incorporation)                 (I.R.S. Employer Identification Number)


4726 Airport Highway
Louisville, TN  37777                                               33-80304
(Address of principal executive offices)              (commission File Number)


Registrant's telephone number, including area code:423-970-7200

Securities registered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to section 12(g) of the Act:None

Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange  Act  of 1934 during
the  preceding  12  months (or for such shorter period that the registrant  was
required to file such  report(s),  and  (2)  has  been  subject  to such filing
requirements for the past 90 days.

                                     Yes   X  No

Indicate by check mark if disclosure of delinquent filers pursuant  to Item 405
of  Regulation S-K is not contained herein, and will not be contained,  to  the
best  of  registrant's knowledge, in definitive proxy or information statements
incorporated  by  reference  in  part III of this Form 10-K or any amendment to
this Form 10-K. []

<PAGE>

                           VANDERBILT MORTGAGE AND FINANCE, INC.



                                          PART I



ITEM 3.  LEGAL PROCEEDINGS.


No  material  legal  proceedings are  pending  other  than  routine  litigation
incidental to the business  of  the  Company.   The  company believes that such
proceedings will not have any material adverse effect on it or its operations.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.


No matters were submitted to shareholders during the last quarter of the fiscal
year.


                                          PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.


(a)The principal market for the Certificates is the over the counter market.


(b)As of March 15, 1996 there were:


<TABLE>
<CAPTION>
                NUMBER OF HOLDERS                       CLASS OF CERTIFICATES
<S>                                               <C>

                       10                                                A-1
                        5                                                A-2
                       15                                                A-3
                        4                                                A-4
                        1                                                B-1
</TABLE>


ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.


Not applicable.


                                          PART IV



ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND FORM 8-K.


(a)The Annual Statement of compliance and Independent Accountant's Annual
Servicing Report are attached.


(b)Reports on Form 8-K.

<PAGE>

DATES             ITEMS REPORTED                   FINANCIAL  STATEMENTS FILED



01/12/95          Chemical Bank, as Trustee, made the monthly             None
                  distribution to the holders of the Vanderbilt
                  Mortgage and Finance, Inc.  Manufactured
                  Housing Senior/Subordinated certificates,
                  Series 1994-A.



02/13/95          Chemical Bank, as Trustee, made the monthly             None
                  distribution to the holders of the Vanderbilt
                  Mortgage and Finance, Inc.  Manufactured
                  Housing Senior/Subordinated certificates,
                  Series 1994-A.


03/13/95          Chemical Bank, as Trustee, made the monthly             None
                  distribution to the holders of the Vanderbilt
                  Mortgage and Finance, Inc.  Manufactured
                  Housing Senior/Subordinated certificates,
                  Series 1994-A.


04/12/95          Chemical Bank, as Trustee, made the monthly             None
                  distribution to the holders of the Vanderbilt
                  Mortgage and Finance, Inc.  Manufactured
                  Housing Senior/Subordinated certificates,
                  Series 1994-A.


05/12/95          Chemical Bank, as Trustee, made the monthly             None
                  distribution to the holders of the Vanderbilt
                  Mortgage and Finance, Inc.  Manufactured
                  Housing Senior/Subordinated certificates,
                  Series 1994-A.


06/12/95          Chemical Bank, as Trustee, made the monthly             None
                  distribution to the holders of the Vanderbilt
                  Mortgage and Finance, Inc.  Manufactured
                  Housing Senior/Subordinated certificates,
                  Series 1994-A.


07/12/95          Chemical Bank, as Trustee, made the monthly             None
                  distribution to the holders of the Vanderbilt
                  Mortgage and Finance, Inc.  Manufactured
                  Housing Senior/Subordinated certificates,
                  Series 1994-A.

<PAGE>

08/11/95          Chemical Bank, as Trustee, made the monthly             None
                  distribution to the holders of the Vanderbilt
                  Mortgage and Finance, Inc.  Manufactured
                  Housing Senior/Subordinated certificates,
                  Series 1994-A.


09/12/95          Chemical Bank, as Trustee, made the monthly             None
                  distribution to the holders of the Vanderbilt
                  Mortgage and Finance, Inc.  Manufactured
                  Housing Senior/Subordinated certificates,
                  Series 1994-A.


10/12/95          Chemical Bank, as Trustee, made the monthly             None
                  distribution to the holders of the Vanderbilt
                  Mortgage and Finance, Inc.  Manufactured
                  Housing Senior/Subordinated certificates,
                  Series 1994-A.


11/13/95          Chemical Bank, as Trustee, made the monthly             None
                  distribution to the holders of the Vanderbilt
                  Mortgage and Finance, Inc.  Manufactured
                  Housing Senior/Subordinated certificates,
                  Series 1994-A.


12/12/95          Chemical Bank, as Trustee, made the monthly             None
                  distribution to the holders of the Vanderbilt
                  Mortgage and Finance, Inc.  Manufactured
                  Housing Senior/Subordinated certificates,
                  Series 1994-A.


(c)  3.1 *,**    Articles of Incorporation

     3.2 *,**    By-Laws

     4.1 **      Pooling and Servicing Agreement, including form of Certificates

     4.2 *       Form of Limited Guarantee




*     Previously   filed   pursuant  to  Registration  Statement  on  form  S-3
      (Commission file number 33-80304) and incorporated by reference thereto.

**    Previously filed pursuant  to  form  8-K,  dated  August  11,  1994,  and
      incorporated by reference thereto.

<PAGE>
                                        SIGNATURES



Pursuant  to the requirements of section 13 or 15(d) of the Securities Exchange
Act of 1934,  the  registrant  has  duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Knoxville,
State of Tennessee, on June 12, 1995.




                                           Vanderbilt Mortgage and Finance, Inc.



                                          By:/s/ Kevin C. Clayton

                                             Kevin C. Clayton
                                             President



Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons  in  the  capacities and on the
dates indicated.



s/ Kevin C. Clayton               June 12, 1995     President
                                                   (Principal Executive
                                                    Officer and Director)



s/David R. Jordan                 June 12, 1995     Controller, Acting
                                                    Principal Financial
                                                    Officer
                                                   (Principal Accounting
                                                     Officer)


s/Joseph H. Stegmayer             June 12, 1995     Executive Vice President
                                                    and Director



s/James L. Clayton                 June 12, 1995    Director





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