FEDERAL AGRICULTURAL MORTGAGE CORP
8-K, 1997-03-11
FEDERAL & FEDERALLY-SPONSORED CREDIT AGENCIES
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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)       March 11, 1997           
 


                     Federal Agricultural Mortgage Corporation                  
                   (Exact Name of Registrant as Specified in its Charter)

  Federally chartered instrumentality
    of the United States                        0-17440       52-1578738        
 State or Other Jurisdiction of Incorporation (Commission    (IRS Employer
                                               File Number) Identification No.)

         919 18th Street, N.W., Suite 200, Washington, D.C.         20006       
             (Address of Principal Executive Offices)             (Zip Code)

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

                                            N/A                                 
         (Former Name or Former Address, if Changed Since Last Report)



<PAGE>

Item 5.         Other Events

      On February  20,  1997,  the Federal  Agricultural  Mortgage  Corporation
issued  a  press  release  announcing  financial  results  for the  year  ended
December 31, 1996, a copy of which is attached hereto.


Item 7.         Financial Statements and Exhibits

      Exhibit 99(1) - Press Release (including  Condensed  Consolidated Balance
Sheets at December  31, 1995 and 1996 and at September  30, 1996 and  Condensed
Consolidated  Statements  of Income for the quarters  ended  December 31, 1995,
September  30, 1996 and December 31, 1996 and for the years ended  December 31,
1995 and 1996).
 





<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 thereunto duly authorized.


                            FEDERAL AGRICULTURAL MORTGAGE CORPORATION
                            (Registrant)

                            By:                            
                                    Michael T. Bennett
                                    Vice President


Date: March 11, 1997




                                 Exhibit Index



Exhibit 99(1)


<PAGE>

                                                                 Exhibit 99(1)
Farmer Mac NEWS
Federal Agricultural Mortgage Corporation, 919 18th Street, NW, Suite 200,
Washington,D.C. 20006,   www.farmermac.com



FOR IMMEDIATE RELEASE                          CONTACT
February 20, 1997                              Thomas R. Clark
                                               202-872-7700


                   FARMER MAC REPORTS FIRST ANNUAL PROFIT IN
                                COMPANY HISTORY

Washington,  D.C.  -- The Federal  Agricultural  Mortgage  Corporation  (Farmer
Mac) today  reported  earnings for 1996 of $777  thousand,  compared with a net
loss of  $647 thousand  for 1995.  Results  for 1996  include an  extraordinary
gain on early  retirement  of debt of $384  thousand.  For the fourth  quarter,
net income  totaled  $14  thousand,  compared  with $171  thousand in the third
quarter of 1996 and $80 thousand in the fourth quarter of 1995.

      Primary  earnings  per  share for 1996 for  Classes A and B common  stock
were $0.14 and for Class C common  stock were $0.43,  compared  with a loss per
share of $0.14 for  Classes A and B common  stock and a loss per share of $0.41
for Class C common  stock for 1995,  as  restated to reflect the Class C common
stock 3-to-1  dividend and liquidation  preference  compared to Classes A and B
common stock.
 
      Henry D. Edelman,  president and chief  executive  officer of Farmer Mac,
said,  "1996  marked a turning  point for Farmer Mac. The  Corporation  secured
critical  legislative  changes to its charter in February 1996 that provide the
needed   authorities   for  it  to  conduct  its   business   efficiently   and
effectively.  The importance of those new authorities  was  demonstrated in the
profitable issuance of new agricultural  mortgage-backed  securities (AMBS) and
the opening of its cash window for direct loan purchases at  competitive  rates
to lenders across the country.  Farmer Mac's capital  position was increased to
$47.2  million,  providing  a sound  base for  business  growth.  Cumulatively,
those  developments  permitted  the  Corporation  to post  earnings for 1996, a
first since its creation." Mr. Edelman  concluded,  "although  Farmer Mac still
has many challenges  ahead before its business  development  and  profitability
goals are reached,  1996 was a good year that  positioned the  Corporation  for
continued success in 1997."

Net Interest Income

      Net interest  income  totaled $2.7 million for 1996,  an increase of $1.0
million  over  1995's $1.7  million.  That 59%  increase  was due to a 14 basis
point  (0.14%)  increase  in  the  net  interest  spread  and a  $33.2  million
increase in the average  balance of Farmer Mac's  interest-earning  assets from
1995 to 1996.

      For the fourth  quarter,  net  interest  income  totaled  $785  thousand,
compared  with $636  thousand in the third quarter of 1996 and $670 thousand in
the fourth quarter of 1995.

Other Income

      Other  income  totaled  $2.8  million for 1996,  up $1.4 million from the
$1.4 million  earned in 1995.  Guarantee fee income,  the  principal  component
of other  income,  totaled $1.6 million for 1996,  up $360  thousand  from $1.3
million in 1995.  Farmer Mac  recognizes  a gain when loans  purchased  through
its Farmer Mac I cash window are securitized  and those  securities are sold in
the  capital  markets.  During  1996,  Farmer  Mac  sold  approximately  $149.4
million  of  guaranteed  securities  under its new  authorities,  from which it
recognized  a $1.1  million  gain on  issuance.  No income was earned from this
source in 1995,  since Farmer Mac lacked the  statutory  authority to engage in
such transactions until Congress expanded its authorities in early 1996.

      For the fourth  quarter,  other income  totaled $657  thousand,  compared
with  $482  thousand  in the third  quarter  of 1996 and $338  thousand  in the
fourth  quarter of 1995.  Guarantee  fee income  totaled  $492  thousand in the
fourth  quarter of 1996,  compared  with $478  thousand in the third quarter of
1996 and $302  thousand  in the  fourth  quarter  of 1995.  While no gains were
recognized  from the issuance of guaranteed  securities in the third quarter of
1996,  Farmer  Mac  recognized  $156  thousand  from that  source in the fourth
quarter of 1996.

Other Expenses

      Other  expenses  totaled  $5.1  million  for 1996,  an  increase  of $1.3
million from the $3.8  million in 1995.  Compensation  and  employee  benefits,
the  principal  component of other  expenses,  totaled $2.4 million in 1996, an
increase of $433 thousand from the $1.9 million in 1995.

      For the fourth  quarter,  other expenses  totaled $1.4 million,  compared
with  $1.3  million  in the  third  quarter  of 1996 and $928  thousand  in the
fourth  quarter  of 1995.  Compensation  and  employee  benefits  totaled  $640
thousand,  compared  to $543  thousand  in the third  quarter  of 1996 and $497
thousand in the fourth quarter of 1995.

      As a result  of the  utilization  of net  operating  losses,  Farmer  Mac
incurred tax expense of $12 thousand for 1996.

Credit

      Farmer Mac's  provision  for losses  totaled $262  thousand for 1996,  an
increase  of $166  thousand  from  the $96  thousand  in 1995.  For the  fourth
quarter,  the  provision  for losses  totaled  $61  thousand,  compared  to $60
thousand in the third  quarter of 1996 and $23  thousand in the fourth  quarter
of 1995.  Farmer Mac's  allowances for losses on guaranteed  securities held in
portfolio  and those sold to investors  totaled  $655  thousand at December 31,
1996,  compared to $594  thousand at  September  30, 1996 and $392  thousand at
December 31, 1995.

      At December  31,  1996,  loans that were 90 days or more past due,  loans
that were in  foreclosure  or  bankruptcy  and loans that had been  acquired by
the trust  represented  0.7% of the  principal  amount of all loans  underlying
Farmer Mac guaranteed securities.

Capital

      Farmer Mac's  capital was $47.2  million at December  31, 1996,  compared
with $15.2  million at  September  30, 1996 and $11.7  million at December  31,
1995.  Farmer  Mac  issued  1.4  million  shares of Class C  Non-Voting  Common
Stock  on  December  20,  1996  in  an  underwritten  public  offering,   which
generated  approximately  $31.9  million  in new  equity  capital  and  enabled
Farmer  Mac  to   significantly   exceed  the  minimum   capitalization   level
established  by Congress as a condition  to the  continuation  of Farmer  Mac's
authorities past February 1998.

      Farmer Mac is a federally-chartered  instrumentality of the United States
created by Congress  to  establish a  secondary  market for  agricultural  real
estate and rural  housing  mortgage  loans,  and to facilitate  capital  market
funding for U.S.  Department of Agriculture  guaranteed  farm program and rural
development  loans.  Farmer Mac's Class A and Class C common  stocks are traded
on NASDAQ under the symbols FAMCA and FAMCK.

                                   * * * * *

<PAGE>
<TABLE>
<CAPTION>
                                                        Federal Agricultural Mortgage Corporation
                                                          Condensed Consolidated Balance Sheets


                                                                Dec. 31          Sept. 30           Dec. 31
                                                                 1996              1996               1995
                                                             --------------    --------------    ---------------

Assets:
<S>                                                            <C>               <C>               <C>        
Cash and cash equivalents                                       $   68,912        $   37,613        $     8,336
Investment securities                                               81,280            72,477             63,281
Farmer Mac I & II securities, net                                  416,501           407,412            417,169
Loans held for securitization                                       12,999             5,331                  -
Interest and guarantee fees receivable                              15,566            11,945             16,145
Farmer Mac I & II payments receivable                                2,421            11,663              4,939
Other investments                                                    4,519             5,711              2,340
Prepaid expenses and other assets                                      568               592                254
                                                             --------------    --------------    ---------------
   Total Assets                                                  $ 602,766         $ 552,744          $ 512,464
                                                             ==============    ==============    ===============

Liabilities and Stockholders' Equity:
Debentures, notes and bonds, net:
  Due within one year                                            $ 261,054         $ 260,819          $ 207,422
  Due after one year                                               285,238           268,868            284,084
Accrued interest payable and other liabilities                       8,952             7,623              9,134
Allowance for losses on guaranteed
  securities                                                           317               269                112
                                                             --------------    --------------    ---------------
   Total Liabilities                                               555,561           537,579            500,752

Stockholders' Equity                                                47,205            15,165             11,712
                                                             --------------    --------------    ---------------
   Total Liabilities and Stockholders' Equity                    $ 602,766         $ 552,744          $ 512,464
                                                             ==============    ==============    ===============



Other Data:
Outstanding guaranteed securities, not held in
    portfolio                                                    $ 226,030         $ 202,435           $ 99,573
Outstanding commitments to purchase loans                            6,650            17,072                  -
Outstanding commitments to sell securities                          19,652            22,403                  -
</TABLE>
<PAGE>

<TABLE>
                                   Federal Agricultural Mortgage Corporation
                                Condensed Consolidated Statements of Income
                                  (in thousands, except per share amounts)
<CAPTION>

                                                              Quarter ended                  Year ended
                                                       -----------------------------     --------------------
                                                        Dec. 31   Sept. 30    Dec. 31     Dec. 31    Dec. 31
                                                         1996      1996      1995          1996       1995
                                                       ---------  --------  --------     ---------  ---------
Interest income:
<S>                                                    <C>       <C>       <C>          <C>        <C>     
  Farmer Mac I and II Securities                        $ 7,461   $ 7,398   $ 7,733      $ 29,672   $ 29,097
  Investments and cash equivalents                        2,151     1,348     2,148         6,964      7,327
  Loans held for securitization                             249        15         -           717          -
                                                       ---------  --------  --------     ---------  ---------
Total interest income                                     9,861     8,761     9,881        37,353     36,424

Interest expense                                          9,076     8,125     9,211        34,623     34,709

Net interest income                                         785       636       670         2,730      1,715

Other income:
  Guarantee fees                                            492       478       302         1,623      1,263
  Gain on issuance of guaranteed securities                 156         -         -         1,070          -
  Miscellaneous                                               9         4        36            63        171
                                                       ---------  --------  --------     ---------  ---------
Total other income                                          657       482       338         2,756      1,434

Other expenses:
  Compensation & employee benefits                          640       543       497         2,361      1,928
  Professional fees                                         136       277        69           828        412
  Board of Directors fees and expenses                       84        68        93           320        328
  Regulatory fees                                            35        71        72           250        289
  General and administrative                                460       312       174         1,060        743
  Provision for losses                                       61        60        23           262         96
                                                       ---------  --------  --------     ---------  ---------
Total other expenses                                      1,416     1,331       928         5,081      3,796

Income/(loss) before income taxes and
   extraordinary item                                        26      (213)       80           405       (647)

Provision for income taxes                                   12         -         -            12          -
                                                       ---------  --------  --------     ---------  ---------
Income/(loss) before extraordinary item                      14      (213)       80           393       (647)

Extraordinary gain on early retirement
  of debt                                                     -       384         -           384          -
                                                       ---------  --------  --------     ---------  ---------

Net Income/(Loss)                                        $   14    $  171     $  80       $   777      ($647)
                                                       =========  ========  ========     =========  =========


Earnings/(loss) per share*

  Primary earnings/(loss) per share before
   extraordinary item
<S>                                                      <C>      <C>        <C>           <C>       <C>     
  -  Class A and B Voting Common Stock                    $ 0.00   $ (0.04)   $ 0.02        $ 0.07    $ (0.14)
  -  Class C Non-Voting Common Stock                      $ 0.01   $ (0.12)   $ 0.05        $ 0.22    $ (0.41)

  Primary earnings/(loss) per share
  -  Class A and B Voting Common Stock                    $ 0.00    $ 0.03    $ 0.02        $ 0.14    $ (0.14)
  -  Class C Non-Voting Common Stock                      $ 0.01    $ 0.10    $ 0.05        $ 0.43    $ (0.41)

  Fully diluted earnings/(loss) per share before
   extraordinary item
  -  Class A and B Voting Common Stock                    $ 0.00   $ (0.04)   $ 0.02        $ 0.07    $ (0.14)
  -  Class C Non-Voting Common Stock                      $ 0.01   $ (0.11)   $ 0.05        $ 0.20    $ (0.41)

  Fully diluted earnings/(loss) per share
  -  Class A and B Voting Common Stock                    $ 0.00    $ 0.03    $ 0.02        $ 0.13    $ (0.14)
  -  Class C Non-Voting Common Stock                      $ 0.01    $ 0.09    $ 0.05        $ 0.40    $ (0.41)


  *  1995 and third quarter 1996 earnings per share data have been restated for the Class C non-voting common stock 3-to-1 dividend
     and liquidation preference compared to Classes A and B voting common stock.

</TABLE>



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