SAXON MORTGAGE SECURITIES CORP
10-Q, 1996-05-15
ASSET-BACKED SECURITIES
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===============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

      |X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
            THE SECURITIES EXCHANGE ACT OF 1934

                      FOR THE QUARTER ENDED MARCH 31, 1996

      |_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
            THE SECURITIES EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 0-20552


                      SAXON MORTGAGE SECURITIES CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            VIRGINIA                               52-1739975
(State or other jurisdiction of  incorporation)   (I.R.S. Employer
                                                   Identification No.)

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

                                (804) 967-5800
             (Registrant's telephone number, including area code)

INDICATE BY CHECK MARK WHETHER THE 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  REPORTS),  AND  (2) HAS  BEEN  SUBJECT  TO SUCH  FILING
REQUIREMENTS FOR THE PAST NINETY DAYS. |X| YES [ ] NO

As of April 30, 1996, the latest  practicable  date, there were 10,000 shares of
Saxon Mortgage Securities Corporation common stock outstanding.

The registrant  meets the conditions set forth in General  Instructions  H(1)(a)
and (b) of Form 10-Q and is  therefore  filing  this Form 10-Q with the  reduced
disclosure format.

===============================================================================



<PAGE>



                      SAXON MORTGAGE SECURITIES CORPORATION
                                    FORM 10-Q
                                      INDEX


                                                          PAGE NUMBER
PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements
               Balance Sheets at March 31, 1996 and
               December 31, 1995                                 3

               Notes to Unaudited Financial Statements           4

Item 2.     Management's Discussion and Analysis of
               Financial Condition and Results of Operations     5

PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings                                    6

Item 5.     Other Information                                    6

Item 6.     Exhibits and Reports on Form 8-K                     6

SIGNATURES                                                       13



<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

SAXON MORTGAGE SECURITIES CORPORATION
BALANCE SHEETS
(dollars in thousands)
<TABLE>

<CAPTION>
    .....................................   March 31,     December 31,
                                               1996          1995
                                            ----------   ----------
<S>                                           <C>          <C>
ASSETS
     Cash ...............................   $      10   $       10
                                            ==========   ==========

STOCKHOLDER'S EQUITY
Common Stock, no par value;
     10,000 shares authorized, issued and   $     10    $      10
     outstanding ........................   ==========   ==========



</TABLE>


See notes to unaudited financial statements.





<PAGE>


SAXON MORTGAGE SECURITIES CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 1996


NOTE 1 - - CONDENSED FINANCIAL STATEMENTS

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance  with the  instructions  to Form 10-Q and do not  include  all of the
information and notes required by generally accepted  accounting  principles for
complete financial statements.  The financial statements include the accounts of
Saxon Mortgage  Securities  Corporation  (the Company).  The Company is a wholly
owned subsidiary of SMFC Funding  Corporation  (SMFC). The Company was organized
to facilitate the securitization of mortgage loans through the issuance and sale
of mortgage  participation  securities (Mortgage Securities) and mortgage-backed
bonds (Bonds).

In the opinion of management,  all adjustments  considered  necessary to present
fairly the  financial  position for the periods  presented  have been made.  The
Balance Sheet as of March 31, 1996 is  unaudited.  The Balance Sheet at December
31, 1995 has been taken from the audited  financial  statements as of that date.
The  Mortgage  Securities  and Bonds and the  related  mortgage  collateral  are
excluded  from the financial  statements of the Company  because the issuance of
these Mortgage  Securities and Bonds has been accounted for by SMFC as a sale of
the  associated  mortgage  collateral  in  accordance  with  generally  accepted
accounting principles. Accordingly, the statements of operations,  shareholder's
equity and cashflows for the three months ended March 31, 1996 and 1995 have not
been provided.  For further information,  refer to the audited balance sheet and
footnotes  included in the Company's  Form 10-K for the year ended  December 31,
1995.

SMFC has contracted with other companies to perform issuance and  administrative
services  for the  securities  issued  under the  Company's  shelf  registration
statements.  All fees and related expenses in connection with these services are
recorded in the financial statements of SMFC.


<PAGE>



ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Saxon Mortgage Securities Corporation (the Company) was incorporated in Virginia
on July 8, 1992 as a wholly owned,  limited-purpose financing subsidiary of SMFC
Funding  Corporation,  a Virginia  corporation  (SMFC).  SMFC is a wholly  owned
subsidiary  of SMFC  Holding,  Inc.  SMFC  Holding,  Inc. is  consolidated  with
Resource Mortgage Capital, Inc. (RMC) for financial reporting purposes.

The Company was organized to facilitate  the  securitization  of mortgage  loans
through the issuance and sale of collateralized mortgage obligations (the Bonds)
and  certificates  of  participation  (Mortgage  Securities).  The Bonds will be
issued pursuant to an indenture or indentures and will be secured by one or more
of  the  following:   mortgage  loans,  Federal  National  Mortgage  Association
Mortgage-Backed Certificates, insurance policies, and various accounts and funds
(collectively,  the  Collateral).  The  Collateral for a series of Bonds will be
pledged to a trustee.  The  Mortgage  Securities  will  represent  a  percentage
interest  in a pool  of  Collateral  purchased  by a  trust  established  by the
Company.

After  payment  of  the  expenses  of an  offering  and  certain  administrative
expenses, the net proceeds from an offering of Bonds or Mortgage Securities will
be used to purchase  Collateral  from SMFC, the Company (in the case of Mortgage
Securities issued by a trust) or various third parties. SMFC, its affiliates and
the Company can be expected to use the proceeds to reduce indebtedness  incurred
to obtain such loans or to acquire additional Collateral.

After the  issuance of a series of Bonds,  the  Company may sell the  Collateral
securing that series of Bonds, subject to the lien of the Bonds.

The Mortgage  Securities and Bonds and the related  Collateral are excluded from
the financial  statements  of the Company  since the issuance of these  Mortgage
Securities  and Bonds has been accounted for by SMFC as a sale of the associated
Collateral in accordance with generally accepted accounting principles.

During the three  months ended March 31,  1996,  the Company  issued no Mortgage
Securities or Bonds on behalf of SMFC.

At March 31, 1996,  the Company had  securities  of $1.4 billion  remaining  for
issuance under a registration  statement  filed with the Securities and Exchange
Commission.  Securities  sold through  private  placements by the Company do not
reduce the amount available under the shelf registration statements.



<PAGE>



PART II.    OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS:

         None.

ITEM 5.  OTHER INFORMATION:

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K:

      (a)   EXHIBITS

      3.1   Articles of Incorporation of the Registrant  (Incorporated  herein
            by  reference  to  the  Exhibits  to   Registrant's   Registration
            Statement No. 33-49520 on Form S-11 filed July 10, 1992).

      3.2   By-Laws of the  Registrant  (Incorporated  herein by  reference to
            the Exhibits to Registrant's  Registration  Statement No. 33-49520
            on Form S-11 filed July 10, 1992).

      4.1   Form of Trust Agreement dated July 1, 1992,  (Incorporated herein by
            reference to Exhibits to  Registrant's  Registration  Statement  No.
            33-49520 on Form S-11 filed July 10, 1992).

      4.2   Standard Terms to Trust Agreement  dated July 1, 1992  (Incorporated
            herein by  reference to the  Exhibits to  Registrant's  Registration
            Statement No. 33-49520 on Form S-11 filed July 10, 1992).

      4.3   Copy of Series  1992-1 Trust  Agreement  dated as of August 1, 1992,
            among Registrant,  Ryland Mortgage Company, as Master Servicer,  and
            Texas Commerce Bank National  Association,  as Trustee (Incorporated
            herein by reference to Exhibit to the Registrant's Current Report on
            Form 8-K, filed September 4, 1992).

      4.4   Copy of Series 1992-2 Trust Agreement dated as of September 1, 1992,
            among Registrant,  Ryland Mortgage Company, as Master Servicer,  and
            Texas Commerce Bank National  Association,  as Trustee (Incorporated
            herein by reference to Exhibit to the Registrant's Current Report on
            Form 8-K, filed October 14, 1992).

      4.5   Copy of Series 1992-3 Trust  Agreement  dated as of October 1, 1992,
            among Registrant,  Ryland Mortgage Company, as Master Servicer,  and
            Texas Commerce Bank National  Association,  as Trustee (Incorporated
            herein by reference to Exhibit to the Registrant's Current Report on
            Form 8-K, filed November 6, 1992).

      4.6   Copy of Series 1992-4 Trust  Agreement dated as of November 1, 1992,
            among Registrant,  Ryland Mortgage Company, as Master Servicer,  and
            Texas Commerce Bank National  Association,  as Trustee (Incorporated
            herein by reference to Exhibit to the Registrant's Current Report on
            Form 8-K, filed December 7, 1992).

      4.7   Copy of Series 1992-6 Trust  Agreement dated as of December 1, 1992,
            among Registrant,  Ryland Mortgage Company, as Master Servicer,  and
            Texas Commerce Bank National  Association,  as Trustee (Incorporated
            herein by reference to Exhibit to the Registrant's Current Report on
            Form 8-K, filed January 7, 1993).

      4.8   Copy of Series 1993-1 Trust  Agreement  dated as of January 1, 1993,
            among Registrant,  Ryland Mortgage Company, as Master Servicer,  and
            Texas Commerce Bank National  Association,  as Trustee (Incorporated
            herein by reference to Exhibit to the Registrant's Current Report on
            Form 8-K, filed February 8, 1993).

      4.9   Copy of Series 1993-2 Trust  Agreement dated as of February 1, 1993,
            among Registrant,  Ryland Mortgage Company, as Master Servicer,  and
            Texas Commerce Bank National  Association,  as Trustee (Incorporated
            herein by reference to Exhibit to the Registrant's Current Report on
            Form 8-K, filed March 9, 1993).

      4.10  Copy of Series 1993-3 Trust  Agreement dated as of February 1, 1993,
            among Registrant,  Ryland Mortgage Company, as Master Servicer,  and
            Texas Commerce Bank National  Association,  as Trustee (Incorporated
            herein by reference to Exhibit to the Registrant's Current Report on
            Form 8-K, filed March 11, 1993).

      4.11  Copy of Series 1993-4 Trust Agreement dated as of May 1, 1993, among
            Registrant,  Ryland Mortgage Company, as Master Servicer,  and Texas
            Commerce Bank National Association,  as Trustee (Incorporated herein
            by reference to Exhibit to the  Registrant's  Current Report on Form
            8-K, filed June 3, 1993).

      4.12  Copy of Series 1993-5 Trust Agreement dated as of May 1, 1993, among
            Registrant,  Ryland Mortgage Company, as Master Servicer,  and Texas
            Commerce Bank National Association,  as Trustee (Incorporated herein
            by reference to Exhibit to the  Registrant's  Current Report on Form
            8-K, filed June 7, 1993).

      4.13  Copy of Series  1993-6  Trust  Agreement  dated as of June 1,  1993,
            among Registrant,  Ryland Mortgage Company, as Master Servicer,  and
            Texas Commerce Bank National  Association,  as Trustee (Incorporated
            herein by reference to Exhibit to the Registrant's Current Report on
            Form 8-K, filed July 8, 1993).

      4.14  Copy of the Series 1993-7 Trust  Agreement dated as of July 1, 1993,
            among Registrant,  Ryland Mortgage Company, as Master Servicer,  and
            Texas Commerce Bank National  Association,  as Trustee (Incorporated
            herein by  reference  to the  Exhibits to the  Registrant's  Current
            Report on Form 8-K, filed August 6, 1993).

      4.15  Copy of the  Series  1993-8  Trust  Agreement  dated as of August 1,
            1993, among Registrant, Ryland Mortgage Company, as Master Servicer,
            and  Texas   Commerce   Bank   National   Association,   as  Trustee
            (Incorporated   herein  by   reference   to  the   Exhibits  to  the
            Registrant's Current Report on Form 8-K, filed September 3, 1993).

      4.16  Standard   Terms  to  Trust   Agreement,   dated   August   1,  1993
            (Incorporated   herein  by   reference   to  the   Exhibits  to  the
            Registrant's Current Report on Form 8-K, filed September 3, 1993).

      4.17  Copy of the Series 1993-9 Trust  Agreement  dated as of September 1,
            1993,  among the  Registrant,  Ryland  Mortgage  Company,  as Master
            Servicer,  and Texas Commerce Bank National Association,  as Trustee
            (Incorporated   herein  by   reference   to  the   Exhibits  to  the
            Registrant's Current Report on Form 8-K, filed October 8, 1993).

      4.18  Copy of the Series  1993-10 Trust  Agreement  dated as of October 1,
            1993,  among the  Registrant,  Ryland  Mortgage  Company,  as Master
            Servicer,  and Texas Commerce Bank National Association,  as Trustee
            (Incorporated   herein  by   reference   to  the   Exhibits  to  the
            Registrant's Current Report on Form 8-K, filed November 1, 1993).

      4.19  Copy of the Series 1993-11 Trust  Agreement  dated as of December 1,
            1993,  among the  Registrant,  Ryland  Mortgage  Company,  as Master
            Servicer,  and Texas Commerce Bank National Association,  as Trustee
            (Incorporated   herein  by   reference   to  the   Exhibits  to  the
            Registrant's Current Report on Form 8-K, filed January 7, 1994).

      4.20  Copy of the Series  1994-1 Trust  Agreement  dated as of December 1,
            1993,  among the  Registrant,  Ryland  Mortgage  Company,  as Master
            Servicer,  and Texas Commerce Bank National Association,  as Trustee
            (Incorporated   herein  by   reference   to  the   Exhibits  to  the
            Registrant's Current Report on Form 8-K, filed January 24, 1994).

      4.21  Copy of the Series  1994-2  Trust  agreement  dated as of January 1,
            1994,  among the  Registrant,  Ryland  Mortgage  Company,  as Master
            Servicer,  and Texas Commerce Bank National Association,  as Trustee
            (Incorporated   herein  by   reference   to  the   Exhibits  to  the
            Registrant's Current Report on form 8-K, filed February 10, 1994).

      4.22  Copy of the Series  1994-3 Trust  Agreement  dated as of February 1,
            1994,  among the  Registrant,  Ryland  Mortgage  Company,  as Master
            Servicer,  and Texas Commerce Bank National Association,  as Trustee
            (Incorporated   herein  by   reference   to  the   Exhibits  to  the
            Registrant's Current Report on Form 8-K, filed March 3, 1994).

      4.23  Copy of the Series 1994-5 Trust Agreement dated as of March 1, 1994,
            among the Registrant,  Ryland Mortgage Company,  as Master Servicer,
            and  Texas   Commerce   Bank   National   Association,   as  Trustee
            (Incorporated   herein  by   reference   to  the   Exhibits  to  the
            Registrant's Current Report on Form 8-K, filed April 12, 1994).

      4.24  Copy of the Series 1994-4 Trust Agreement dated as of March 1, 1994,
            among the Registrant,  Ryland Mortgage Company,  as Master Servicer,
            and  Texas   Commerce   Bank   National   Association,   as  Trustee
            (Incorporated   herein  by   reference   to  the   Exhibits  to  the
            Registrant's Current Report on Form 8-K, filed April 13, 1994).

      4.25  Copy of the Series 1994-2 First  Amendment to Trust  Agreement dated
            as of March 15, 1994, among the Registrant, Ryland Mortgage Company,
            as Master Servicer, and Texas Commerce Bank National Association, as
            Trustee  (Incorporated  herein by  reference  to the Exhibits to the
            Registrant's Current Report on Form 8-K, filed May 5, 1994).

      4.26  Copy of the Series 1994-6 Trust Agreement dated as of April 1, 1994,
            among the Registrant,  Ryland Mortgage Company,  as Master Servicer,
            and  Texas   Commerce   Bank   National   Association,   as  Trustee
            (Incorporated   herein  by   reference   to  the   Exhibits  to  the
            Registrant's Current Report on Form 8-K, filed May 12, 1994).

      4.27  Copy of the Series 1994-4 First  Amendment to Trust  Agreement dated
            as of April 15, 1994, among the Registrant, Ryland Mortgage Company,
            as Master Servicer, and Texas Commerce Bank National Association, as
            Trustee  (Incorporated  herein by  reference  to the Exhibits to the
            Registrant's Current Report on Form 8-K, filed May 18, 1994).

      4.28  Copy of the Series 1994-7 Trust Agreement, dated as of June 1, 1994,
            by and among the  Registrant,  Ryland  Mortgage  Company,  as Master
            Servicer,  and Texas Commerce Bank National Association,  as Trustee
            (Incorporated   herein  by   reference   to  the   Exhibits  to  the
            Registrant's Current Report on Form 8-K, filed July 11, 1994).

      4.29  Copy of the Series 1994-8 Trust Agreement, dated as of June 1, 1994,
            by and among the  Registrant,  Ryland  Mortgage  Company,  as Master
            Servicer,  and Texas Commerce Bank National Association,  as Trustee
            (Incorporated   herein  by   reference   to  the   Exhibits  to  the
            Registrant's Current Report on Form 8-K, filed July 12, 1994).

      4.30  Copy of the Series 1994-9 Trust Agreement, dated as of June 1, 1994,
            by and among the  Registrant,  Ryland  Mortgage  Company,  as Master
            Servicer,  and Texas Commerce Bank National Association,  as Trustee
            (Incorporated   herein  by   reference   to  the   Exhibits  to  the
            Registrant's Current Report on Form 8-K, filed July 12, 1994).

      4.31  Copy of the Series 1994-7 First Amendment to Trust Agreement,  dated
            as of August 1, 1994, by and among the  Registrant,  Ryland Mortgage
            Company,  as Master  Servicer,  and  Texas  Commerce  Bank  National
            Association,  as Trustee  (Incorporated  herein by  reference to the
            Exhibits to the Registrant's Current Report on
            Form 8-K, filed September 12, 1994).

      4.32  Copy of the Series  1994-10 Trust  Agreement,  dated as of August 1,
            1994,  by and among the  Registrant,  Ryland  Mortgage  Company,  as
            Master Servicer,  and Texas Commerce Bank National  Association,  as
            Trustee  (Incorporated  herein by  reference  to the Exhibits to the
            Registrant's Current Report on Form 8-K, filed September 13, 1994).

      4.33  Standard   Terms   to  Trust   Agreement   (August   1994   Edition)
            (Incorporated   herein  by   reference   to  the   Exhibits  to  the
            Registrant's Current Report on Form 8-K, filed September 13, 1994).

      4.34  Copy of the Series 1994-2 Second  Amendment to Trust Agreement dated
            as of September  27, 1994,  among the  Registrant,  Ryland  Mortgage
            Company,  as Master  Servicer,  and  Texas  Commerce  Bank  National
            Association,  as Trustee  (Incorporated  herein by  reference to the
            Exhibits to the Registrant's Current Report on
            Form 8-K, filed October 5, 1994).

      4.35  Copy of the Series 1993-10 First Amendment to Trust Agreement, dated
            as of October 7, 1994, by and among the Registrant,  Ryland Mortgage
            Company,  as Master  Servicer,  and  Texas  Commerce  Bank  National
            Association,  as Trustee  (Incorporated  herein by  reference to the
            Exhibits to the Registrant's Current Report on
            Form 8-K, filed October 13, 1994).

      4.36  Copy of the Series 1994-11 Trust  Agreement,  dated as of October 1,
            1994,  by and among the  Registrant,  Ryland  Mortgage  Company,  as
            Master Servicer,  and Texas Commerce Bank National  Association,  as
            Trustee  (Incorporated  herein by  reference  to the Exhibits to the
            Registrant's Current Report on Form 8-K, filed November 10, 1994).

      4.37  Standard Terms to Trust  Agreement  (Pool  Insurance)  (October 1994
            Edition)  (Incorporated  herein by  reference to the Exhibits to the
            Registrant's Current Report on Form 8-K, filed November 10, 1994).

      4.38  Copy of the Series 1993-8 First Amendment to Trust Agreement,  dated
            as of November 1, 1994, by and among the Registrant, Ryland Mortgage
            Company,  as Master  Servicer,  and  Texas  Commerce  Bank  National
            Association,  as Trustee  (Incorporated  herein by  reference to the
            Exhibits to the Registrant's Current Report on
            Form 8-K, filed December 15, 1994).

      4.39  Copy of the Series 1994-4 Second Amendment to Trust Agreement, dated
            as of November 1, 1994, by and among the Registrant, Ryland Mortgage
            Company,  as Master  Servicer,  and  Texas  Commerce  Bank  National
            Association,  as Trustee  (Incorporated  herein by  reference to the
            Exhibits to the Registrant's Current Report on
            Form 8-K, filed December 15, 1994).

      4.40  Copy of the Series 1994-12 Trust Agreement,  dated as of December 1,
            1994,  by and among the  Registrant,  Ryland  Mortgage  Company,  as
            Master Servicer,  and Texas Commerce Bank National  Association,  as
            Trustee  (Incorporated  herein by  reference  to the Exhibits to the
            Registrant's Current Report on Form 8-K, filed January 11, 1995).

      4.41  Copy of the Series 1994-12 Trust Agreement,  dated as of December 1,
            1994,  by and among the  Registrant,  Ryland  Mortgage  Company,  as
            Master Servicer,  and Texas Commerce Bank National  Association,  as
            Trustee  (Incorporated  herein by  reference  to the Exhibits to the
            Registrant's Current Report on Form 8-K, filed January 13, 1995).

      4.42  Copy of the  Series  1995-1  Trust  Agreement,  dated as of March 1,
            1995,  by and among the  Registrant,  Ryland  Mortgage  Company,  as
            Master Servicer,  and Texas Commerce Bank National  Association,  as
            Trustee  (Incorporated  herein by  reference  to the Exhibits to the
            Registrant's Current Report on Form 8-K, filed April 7, 1995).

      4.43  Copy of the  September  1995  Edition  of  Standard  Terms  to Trust
            Agreement  (with  Servicing  Agreement for Credit  Sensitive  Loans)
            (Incorporated   herein  by   reference   to  the   Exhibits  to  the
            Registrant's Current Report on Form 8-K, filed October 12, 1995).

      4.44  Copy of the Series 1995-2 Trust Agreement,  dated as of September 1,
            1995, by and among the Registrant,  Resource Mortgage Capital, Inc.,
            as Master Servicer, and Texas Commerce Bank National Association, as
            Trustee  (Incorporated  herein by  reference  to the Exhibits to the
            Registrant's Current Report on Form 8-K, filed October 12, 1995).

      4.45  Copy of the Series 1992-1 First Amendment to Trust Agreement,  dated
            as of December 1, 1995,  by and among the  Registrant,  Norwest Bank
            Minnesota,  N.A.,  as  Master  Servicer,  and  Texas  Commerce  Bank
            National  Association,  as Trustee (Incorporated herein by reference
            to the  Exhibits  to the  Registrant's  Current  Report on Form 8-K,
            filed January 11, 1996).


      4.46  Copy of the Series 1992-2 First Amendment to Trust Agreement,  dated
            as of December 1, 1995,  by and among the  Registrant,  Norwest Bank
            Minnesota,  N.A.,  as  Master  Servicer,  and  Texas  Commerce  Bank
            National  Association,  as Trustee (Incorporated herein by reference
            to the Exhibits to the Registrant's Current Report on Form 8-K filed
            January 11, 1996).

      4.47  Copy of the Series 1992-3 First Amendment to Trust Agreement,  dated
            as of December 1, 1995,  by and among the  Registrant,  Norwest Bank
            Minnesota,  N.A.,  as  Master  Servicer,  and  Texas  Commerce  Bank
            National  Association,  as Trustee (Incorporated herein by reference
            to the  Exhibits  to the  Registrant's  Current  Report on Form 8-K,
            filed January 11, 1996).

      4.48  Copy of the Series 1992-4 First Amendment to Trust Agreement,  dated
            as of December 1, 1995,  by and among the  Registrant,  Norwest Bank
            Minnesota,  N.A.,  as  Master  Servicer,  and  Texas  Commerce  Bank
            National  Association,  as trustee (Incorporated herein by reference
            to the  Exhibits  to the  Registrant's  Current  Report on Form 8-K,
            filed January 11, 1996).

      99.1  Standard   Provisions  to  Servicing   Agreement   (November  1989
            Edition)  (Incorporated  herein by  reference  to the  Exhibits to
            Registrant's  Registration  Statement  No.  33-49520  on Form S-11
            filed July 10, 1992).

      99.2  Form of Pool  Insurance  Policy  issued by PMI Mortgage  Insurance
            Company  (Incorporated  herein by  reference  to the  Exhibits  to
            Registrant's  Registration  Statement  No.  33-49520  on Form S-11
            filed July 10, 1992).

      99.3  Form of Pool Insurance Policy issued by General Electric  Mortgage
            Insurance  Company   (Incorporated  herein  by  reference  to  the
            Exhibits to  Registrant's  Registration  Statement No. 33-49520 on
            Form S-11 filed July 10, 1992).

      99.4  Standard   Provisions  to  Servicing   Agreement   (December  1992
            Edition)  (Incorporated  herein by  reference  to the  Exhibits to
            Registrant's  Registration  Statement  No.  33-57204  on Form S-11
            filed January 21, 1993).

      99.5  Copy of the  Support  Fund  Agreement,  dated  as of June  29,  1994
            between Texas Commerce Bank National  Association,  as Trustee,  and
            Texas Commerce Bank National Association, as Custodian (Incorporated
            herein by reference to Exhibit to the Registrant's Current Report on
            Form 8-K, filed July 11, 1994).

      99.6  Copy of the Support Fund Agreement,  dated as of October 27, 1994 by
            and between SHF Corp. and Texas Commerce Bank National  Association,
            as Support Fund Trustee (Incorporated herein by reference to Exhibit
            to the  Registrant's  Current Report on Form 8-K, filed November 10,
            1994).

      99.7  Copy of Financial  Guaranty  Insurance  Policy No. 50304-N issued by
            Financial Security Assurance Inc., dated June 29, 1994, with respect
            to the Series 1994-7 Securities (Incorporated herein by reference to
            Exhibit to the Registrant's Current Report on Form 10-K, filed March
            21, 1995).

      99.8  Copy of Financial  Guaranty  Insurance  Policy No. 50306-N issued by
            Financial Security Assurance Inc., dated June 28, 1994, with respect
            to the Series 1994-9 Securities (Incorporated herein by reference to
            Exhibit to the Registrant's Current Report on Form 10-K, filed March
            21, 1995).

      99.9  Copy of Financial  Guaranty  Insurance  Policy No. 50326-N issued by
            Financial  Security  Assurance  Inc.,  dated October 27, 1994,  with
            respect to the Series  1994-11  Securities  (Incorporated  herein by
            reference  to Exhibit  to the  Registrant's  Current  Report on Form
            10-K, filed March 21, 1995).

      99.10 Copy of Security  Insurance  Policy No. 94010674 issued by Financial
            Guaranty Insurance Company, dated December 28, 1994, with respect to
            the Series 1994-12 Securities  (Incorporated  herein by reference to
            Exhibit to the Registrant's Current Report on Form 10-K, filed March
            21, 1995).

      99.11 Copy of Financial  Guaranty  Insurance  Policy No. 50360-N issued by
            Financial  Security  Assurance  Inc.,  dated  March 29,  1995,  with
            respect  to the Series  1995-1  Securities  (Incorporated  herein by
            reference to Exhibit to the Registrant's Current Report on Form 8-K,
            filed April 7, 1995).

      99.12 Copy of Financial  Security  Insurance Policy No. 50398A-N issued by
            Financial  Security  Assurance  Inc.,  together  with  Endorsements,
            relating to the Series  1995-2 Class 1A-2  Securities  (Incorporated
            herein by reference to Exhibit to the Registrant's Current Report on
            Form 8-K, filed October 12, 1995).

      99.13 Copy of Financial  Security  Insurance Policy No. 50398A-N issued by
            Financial  Security  Assurance  Inc.,  together  with  Endorsements,
            relating to the Series  1995-2 Class 1A-3  Securities  (Incorporated
            herein by reference to Exhibit to the Registrant's Current Report on
            Form 8-K, filed October 12, 1995).

      99.14 Copy of the Meritech  Servicing  Agreement  dated  September 1, 1995
            (Incorporated  herein by  reference  to Exhibit to the  Registrant's
            Current Report on Form 8-K, filed October 12, 1995).

      99.15 Copy of the Standard Terms to Meritech Servicing Agreement for Saxon
            Mortgage    Securities    Corporation,    September   1995   Edition
            (Incorporated  herein by  reference  to Exhibit to the  Registrant's
            Current Report on Form 8-K, filed October 12, 1995).

      99.16 Copy of the  Saxon  Mortgage,  Inc.  Servicing  Guide  for  Credit
            Sensitive  Loans,  February 1995 Edition  (Incorporated  herein by
            reference to Exhibit to the  Registrant's  Current  Report on Form
            8-K, filed October 12, 1995).

      (b)   REPORTS ON FORM 8-K

            None.



            .






<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.

                                          SAXON MORTGAGE SECURITIES CORPORATION


                                          By:   LYNN K. GEURIN
                                              Lynn K. Geurin
                                              (Principal Executive Officer)





                                              /S/ STEPHEN J. BENEDETTI
                                              Stephen J. Benedetti
                                              (Principal Financial &
                                                  Accounting Officer)






Dated:  May 15, 1996





<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000889472
<NAME>                        Saxon Mortgage Securities Corporation
<MULTIPLIER>                                   1,000
                                    
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   MAR-31-1996
<CASH>                                         10
<SECURITIES>                                   0
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                          0
                                    0
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