FORM 10-K
                                     
                    Securities and Exchange Commission
                         Washington, D. C.  20549
                                     
                 Annual Report Under Section 13 or 15(d)
                  of the Securities Exchange Act of 1934
                                     
             For Year Ended                      Commission File Numbers:
             December 31, 1995                       2-97573; 33-12626;
                                                       and 33-19023
     
                 NATIONAL MORTGAGE ACCEPTANCE CORPORATION
          (Exact name of registrant as specified in its charter)
                                     
                Virginia                                 54-1294217
      (State or other Jurisdiction                    (I.R.S. Employer
             of incorporation)                     Identification number)
     
                           823 East Main Street
                              P. O. Box 1854
                        Richmond, Virginia  23219
           (Address of principal executive offices)  (Zip Code)
                                     
           Registrant's telephone number, including area code:
                                     
                              (804) 775-7904
                                     
       Securities registered pursuant to Section 12(b) of the Act:
                                     
                                   NONE
     
       Securities registered pursuant to Section 12(g) of the Act:
                                     
                                   NONE
                                     
     Indicate by checkmark 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 period that the registrant 
was required to file such reports), and (2) has been subject to such filing 
requirements for the past ninety (90) days.
     
        Yes         X                                     No                
     
 Aggregate market value of voting stock held by non-affiliates of the 
                   registrant as of March 1, 1996:
                                   NONE
                                     
     Number of shares of common stock outstanding as of March 1, 1996:
     
                             Class A:  730 shares
                             Class B:1,665 shares
<PAGE>                            
                                         PART I
                                     
    Item 1.  Business
     
   National Mortgage Acceptance Corporation ("NMAC"), was incorporated
under the laws of the Commonwealth of Virginia on October 19, 1984, as a
imited purpose finance corporation under the name "Thrift Financing
Corporation". NMAC adopted its present name in 1989.  NMAC maintains its
principal executive offices at 823 East Main Street, Richmond, Virginia  
23219, and its telephone number is (804) 775-7904.
     
   Under its Restated and Amended Articles of Incorporation, NMAC's 
business is limited to issuing bonds ("Bonds") principally secured by, or 
with interests in, "Mortgage Collateral." Mortgage Collateral may include 
mortgage loans and deed of trust loans secured by real estate and 
certificates evidencing interests in pools of such mortgage and/or deed of 
trust loans, which certificates may be issued or guaranteed by the 
Government National Mortgage Association, the Federal Home Loan Mortgage 
Corporation, the Federal National Mortgage Association, and/or private 
issuers.  NMAC may lend the proceeds from the sale of its Bonds to 
participating borrowers pursuant to loan or funding agreements through 
which NMAC will obtain pledges of Mortgage Collateral to secure a related 
series of Bonds.  NMAC also may use the proceeds from the sale of its 
Bonds to acquire Mortgage Collateral pledged to secure a series of its 
Bonds.  NMAC's activities in connection with such transactions may include 
holding, transferring, assigning, pledging, financing, refinancing and 
otherwise dealing with mortgage loans and mortgage certificates and any 
activities incident to or necessary or convenient to accomplish the 
foregoing purposes. 
     
    Each series of NMAC's Bonds is secured by collateral consisting 
primarily of (1) Mortgage Collateral owned by NMAC and pledged to secure 
that series of Bonds, (2) funding agreements with participating borrowers, 
which funding agreements are secured by Mortgage Collateral, (3) a 
combination of such Mortgage Collateral and funding agreements, and/or 
(4) amounts deposited in the various funds and accounts created for such 
series of NMAC's Bonds and investments made with such funds.  Collateral for 
each series of NMAC's bonds is pledged and assigned by NMAC to a trustee 
on behalf of the holders of the Bonds of such series and, except for certain 
insurance policies (or deposits partially or entirely in lieu of such 
insurance policies), collateral for a particular series of Bonds will not 
be available for payment of Bonds of any other series or for payment of any 
other liabilities of NMAC.  Funds held by the trustee with respect to each 
series of Bonds are restricted so as to assure the payment of principal and 
interest on the Bonds of such series to the extent of such funds.  
     
      With respect to any one or more series of its Bonds, NMAC may cause 
an election to be filed under the Internal Revenue Code of 1986, as amended 
(the "Code"), to have the segregated asset pool comprising the trust estate 
for such series of Bonds treated as a real estate mortgage investment conduit 
("REMIC") as defined in the Code (each such series, a "REMIC Series").  
If a REMIC election is to be made with respect to the trust estate for a 
series of NMAC's Bonds, the Bonds of such REMIC Series will be treated as 
"regular interests" in a REMIC, as such term is defined in the Code.  In 
connection with one or more REMIC Series, NMAC expects that it will sell all 
or substantially all of the "residual interest," as such term is defined in 
the Code, in such REMIC Series to entities engaged, directly or through their 
owners or affiliates, in mortgage funding, financing or origination activities.
     
     
<PAGE>     
     
             Each series of NMAC's Bonds is to be secured by separate
collateral that does not serve as security for any other series of NMAC's 
Bonds.  The collateral pledged to the trustee securing a series of NMAC's 
Bonds is projected to produce cash flow sufficient, together with 
reinvestment income thereon at an assumed annual rate and assuming timely 
payment to the trustee of distributions on the Mortgage Collateral for such 
series, to make principal and interest payments required to be made on the 
outstanding Bonds of that series. With respect to any REMIC Series of 
NMAC's Bonds, the sale by NMAC of the "residual interest" in the trust 
estate for such REMIC Series will constitute a sale by NMAC of the economic 
benefit of the amounts remaining in the trust estate for such REMIC Series 
after payments of the Bonds of the related REMIC Series.  Such amounts  
will be paid to the purchasers of the residual interest of such REMIC 
Series, and will not be available to creditors of NMAC or available to pay 
other liabilities or obligations of NMAC.
     
   NMAC has no salaried employees and has entered into management and
administrative services agreements with Craigie Incorporated ("Craigie", an
affiliated company), pursuant to which Craigie provides NMAC with
administrative, accounting and clerical services, office space and the use 
of the registered service mark "TIMCO" for NMAC's Bonds.  NMAC also enters 
into management agreements with non-affiliates with respect to certain 
services to be provided by NMAC with respect to REMIC Series of its Bonds.
  
  Information as of December 31, 1995 with respect to NMAC's outstanding
bonds is included in Notes 5 and 6 of NMAC's financial statements included
herein. 
     
    Item 2.  Properties
     
          NMAC has no material physical properties.
     
     Item 3.  Legal Proceedings
     
          None.
     
     Item 4.  Submission of Matters to a Vote of Security Holders
     
          On January 19, 1996 in lieu of an annual meeting, a Consent Agreement 
     was used as a proxy to elect to NMAC's Board of Directors Allen Mead 
     Ferguson, John Thomas West, IV, George B. Pugh, Jr., John W. Wright and 
     Merlin T. Grim. 
     
     
<PAGE>                            
                                         PART II
                                     
 Item 5.  Market for Registrant's Common Equity and Related Shareholder 
 Matters
     
    There is no market for NMAC common stock.  All outstanding common 
stock of NMAC is owned by Craigie and by the service corporation 
subsidiaries of what were originally nine savings and loan associations 
and savings banks.  As of December 31, 1995, four of the nine savings and 
loan associations and savings banks are believed to be under the managment 
of Federal Banking Regulators. There has been no transfer of common stock 
ownership and no dividends were paid with respect to NMAC common stock in 
1995 or 1994.
     
  Item 6.  Selected Financial Data
     
     The following data are for the fiscal years ended December 31, 1995, 
December 31, 1994, December 31, 1993, December 31, 1992, and December 31,
1991.
<TABLE>
<CAPTION>
     
                                             Year Ended December 31, 
     
                      1995        1994        1993       1992        1991
<S>                    <C>         <C>         <C>        <C>         <C>
Statement of Operations
    
Revenues          $3,339,636  $4,542,830  $6,853,559 $9,951,755 $12,620,093
Net Income (Loss)     12,404    (11,568)       (426)    (1,841)       1,537
Earnings (Loss) 
Per Share             5.18     (4.83)       (.18)      (.77)         .64
     
     
Balance Sheet
     
Total Assets      23,533,660  40,102,184  62,051,403 91,795,124 127,556,145
Receivables 
Pursuant to
Funding 
Agreements        21,242,798  37,378,026  58,480,390 87,186,100 121,958,951
     
     
Bonds Payable*    21,242,798  37,462,181  58,557,003 88,968,278 123,557,346
     
 *Does not include Series B and Series D Bonds which are REMIC Series of
  NMAC's Bonds.  As of December 31, 1995, the outstanding Series B and 
  Series D aggregated $92,811,767.  See part II, Item 7, of this Report on 
  Form 10-K.
     

</TABLE>
<TABLE>
     
Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operation
     
  NMAC was organized to facilitate the financing of long-term mortgage 
loans
through issuance of its mortgage collateralized obligations.  Such 
financing is facilitated by NMAC entering into funding agreements secured 
by Mortgage Collateral with participating borrowers and/or by NMAC 
acquiring Mortgage Collateral and pledging the mortgage collateralized 
funding agreements, directly owned Mortgage Collateral and/or a 
combination thereof to secure its Bonds. NMAC does not have, and is not 
expected to have, any significant assets other than assets pledged to 
secure a specific series of its Bonds.  Furthermore, to the extent NMAC 
sells the "residual interest"  in a REMIC Series of its Bonds, NMAC will 
have sold, and will have no further interest in, the economic benefit of 
the difference between the payments received on the collateral (i.e., trust 
estate) for such REMIC Series of its Bonds, including reinvestment earnings 
thereon, and the debt service on such REMIC Series of its Bonds.
     
     
     <PAGE>    
     
   Revenues for 1995, 1994, 1993, 1992, and  1991 consist primarily of 
(i) interest on loans receivable under funding agreements between NMAC 
and participating borrowers for the registrant's Series 1985-A Bonds and 
Series C Bonds, and (ii) administrative fees paid to NMAC with respect to 
its outstanding Series 1985-A, B, C and D Bonds.  The Series C Bonds were 
retired in 1995.  Future revenues are expected to be provided from interest 
payments on funding agreements for the Series 1985-A and any subsequent 
series of NMAC's Bonds, from Mortgage Collateral acquired by NMAC and 
pledged to secure any subsequent series of NMAC's Bonds, and from 
administrative fees relating to REMIC Series of NMAC's Bonds. 
  
     Costs and expenses incurred by NMAC during each period result primarily
from interest payable on its Series 1985-A and Series C Bonds, expenses 
with respect to developing financing programs, and expenses incurred in 
connection with administering outstanding Series of its Bonds.  Such costs 
and expenses incurred in any period, including those for any future period, 
depend primarily upon the amount of NMAC's Bonds issued and outstanding 
during any such period and the interest rate payable on such Bonds.  NMAC 
receives, from the participating borrowers in its Series A and C Bonds and 
the residual interest holders with respect to its Series B and D Bonds, 
administration payments and fees which have been equal to, less than or in 
excess of the costs incurred by NMAC in administering such outstanding 
series of Bonds.  Such fees and payments received by NMAC are expected to 
continue to adequately provide for the costs incurred by NMAC in 
administering such Bonds on a current basis, thereby not impacting upon N
NMAC's need for liquidity in the short or long term.

     With respect to NMAC's Series B and Series D Bonds, NMAC caused an
election to be made under the Code to have the trust estate for such Bonds 
taxed as a REMIC, in which the Series B Bonds and Series D Bonds, as the 
case may be, are "regular interests", as defined in the Code.  Other than 
its ongoing fees for administration of the Series B and Series D Bond 
REMICs, NMAC has no future economic benefit in the segregated asset pools 
comprising the Series B and Series D REMICs.  The "residual interest" in each of
 these series was sold by NMAC for
cash.  Accordingly, neither the collateral for these REMIC Series nor the 
related
Bonds are recorded as assets or liabilities, respectively, of NMAC.  
The interest
income on the collateral for, and the related interest expense on, the Series B
 and
Series D Bonds will be recorded only within the related REMIC and will have no
impact on NMAC's financial statements.  Cash flow from the Mortgage Collateral
for NMAC's Series B and Series D Bonds is anticipated to continue to provide
cash sufficient to make required payments thereon.
  
    Interest on NMAC's outstanding Series 1985-A and Series C Bonds was the
major source of cost and expenses for the year ended December 31, 1995, 1994,
1993, and 1992. Cash flow from payments of the loans receivable securing the
Series 1985-A Bonds is anticipated to continue to provide cash sufficient to 
make
all required payments on the Series 1985-A. Consequently, NMAC anticipates
that it will have no additional cash requirements with respect to any of its
outstanding Bonds.  Future net income of NMAC is expected to vary in direct
relation to the issuance of one or more series of its Bonds in a given year.  
     
    With respect to future series of NMAC's Bonds secured by funding 
agreements, the participating borrowers will be obligated to pay costs of 
issuance with respect to the related series of Bonds and to pay ongoing Bond 
administration expenses with respect to the related series of NMAC's Bonds, 
including ongoing fees to NMAC for services rendered by NMAC in connection 
with the related series of Bonds.  With respect to future REMIC Series of 
Bonds issued by NMAC, purchasers of the "residual interest" in each such 
REMIC Series will be obligated to pay administration expenses rendered under 
the related residual interest agreements.  The purchase price of such 
residual interests is expected to be sufficient to pay costs of issuance 
of such REMIC Series with respect to outstanding and future series of 
NMAC's Bonds not paid from Bond proceeds.  NMAC believes that payments on 
the collateral securing each series of its Bonds, whether now outstanding 
or to be issued in the future, will be sufficient to meet all required 
payments of principal and interest on each such series of Bonds.  

Furthermore, fees paid to NMAC by participating borrowers and by purchasers 
of the "residual interest" in a REMIC Series of NMAC's Bonds, together with
NMAC's interest in any Mortgage Collateral owned by it and pledged to 
secure a series of Bonds are expected to be sufficient to provide for all 
ongoing costs and expenses.  NMAC therefore anticipates that it will have 
no additional  
     
<PAGE>
     
cash or liquidity requirements with respect to its obligations under any
outstanding series of its Bonds in either the short or long term.  NMAC 
also anticipates that the debt service requirements for any additional 
series of its Bonds will be satisfied by the collateral securing such 
series of Bonds.   

    To provide for administration and other management support, NMAC has
entered into agreements with Craigie and others.  Payments under these
agreements are not expected to exceed the amounts received by NMAC as
ongoing fees paid to it by participating borrowers under their funding 
agreements and/or purchasers of the residual interest in any REMIC Series 
of NMAC's Bonds. 

    NMAC has established a Series 1985-A Working Capital Reserve, which
reserve is funded by Series 1985-A participating borrowers from amounts
otherwise distributable to them under the terms of their funding 
agreements.  The  Series 1985-A Working Capital Reserve is available solely 
to pay any fees, charges, taxes, assessments, impositions or other 
expenses of NMAC, other than Bond administration expenses of NMAC, in 
connection with the Series 1985-A Bonds or related funding agreements.  
NMAC is empowered, in its sole discretion, to expend amounts on behalf of, 
and release amounts to, the Series 1985-A participating borrowers from this 
working capital reserve.  The Series 1985-A Working Capital Reserve is not 
available to pay expenses of NMAC or claims other than with respect to the 
Series 1985-A Bonds, is not pledged to secure the Series 1985-A Bonds and 
will not be pledged to secure any other series of NMAC's Bonds.  NMAC does 
not anticipate establishing working capital reserves with respect to 
future series of its Bonds. 

   As of December 31, 1995, NMAC's assets were $23,533,660, including
$243,878 in unrestricted cashand marketable securities.  This balance, plus
interest earnings from the investment thereof, is available to pay NMAC's 
annual operating expenses, and, if and to the extent necessary, amounts 
in connection with the outstanding Bonds of NMAC.
     
 Item 8.  Financial Statements and Supplementary Data
    
   The response to this item is submitted in Appendix A.
     
     Item 9.  Changes in and Disagreements with Accountants on Accounting and
     Financial Disclosure
     
         None.
     
     
<PAGE>                            
                                         PART III
                                     
                                     
 Item 10.  Directors and Executive Officers of the Registrant
     
The persons set forth below are the directors and executive officers of 
NMAC as of December 31, 1995:
     
                               Current
          Name                   Age         Title
     
    
 John Thomas West, IV         49    Secretary, Treasurer and Director
     
 George B. Pugh, Jr.           46   Director
     
 John W. Wright               46    Director and Vice President
     
 Merlin T. Grim               40    Director
     
 Randall B. Saufley           34    Vice President
     
     
     
     
    Allen Mead Ferguson, 58, elected Director in 1989, President in 1989 
and was elected Chief Executive Officer of Craigie Incorporated in 1995, 
and was formerly Chief Operating Officer since 1989 and Executive Vice 
President since 1980.
     
   John Thomas West, IV, 49, Secretary, Treasurer and Director since 1984, 
was elected Executive Vice President in 1990, has been Secretary since 
1974, and was formerly Senior Vice President since 1984, of Craigie 
Incorporated.
     
   George B. Pugh, Jr., 49, a Director since 1984, has been Executive Vice
President and Managing Director of Craigie Incorporated since 1980.
   
   John W. Wright, 46, elected Director in 1989 and Vice President since 
1984, was elected Senior Vice President of Craigie Incorporated in 1992, 
and was formerly Vice President since 1984.  Mr. Wright formerly served as 
Vice President of Investors Mortgage Insurance Company, Boston, 
Massachusetts.
     
    Merlin T. Grim, 40, elected Director in 1995 was elected Senior Vice 
President of Craigie Incorporated in 1993.
     
    Randall B. Saufley, 34, elected Vice President in 1995, was elected 
Vice President of Craigie Incorporated in 1994.
     
     
 All of the foregoing directors of NMAC, were reelected at the annual meeting 
of the shareholders and officers at the Board of Directors meeting, 
held as of January 19, 1996, to serve until their successors are elected 
and shall qualify.  
     
<PAGE>
 Item 11.  Executive Compensation
     
  NMAC has no salaried employees and does not compensate its directors.
     
 Item 12.  Security Ownership of Certain Beneficial Owners and Management
     
 NMAC has two Classes of its Common Stock.  NMAC's Class A and Class B
Common Stock are identical except that Class A Common Stock is voting but 
not entitled to dividends and Class B Common Stock is non-voting but has 
the right to receive dividends.
     
   The following table sets forth certain information regarding the 
beneficial ownership of each class of NMAC's Common Stock by each entity 
that owns 5% or more of such Common Stock:

<PAGE>    
                          Class of Stock,
                            Amount of                     Name and Address
 Name and Address       Beneficial Ownership                  of Affiliated
 of Beneficial Owner    and Percent of Class(1)     Financial Institution(1)

                       Class A   %  Class B    %      
Craigie Incorporated     370     50.5   333    20.0   --
Richmond, Virginia
     
Colonial Service Corp.   40       5.5   148     8.9   Atlantic Permanent
Norfolk, Virginia                              Federal Savings Bank, F.S.B.
                                                 Norfolk, Virginia
                                                 (See Note (2))
     
Jefferson Funding        40      5.5    148     8.9   Jefferson Savings and
Corporation                                           Loan Association
Warrenton, Virginia                                   Warrenton, Virginia
                                                      (See Note (5))
     
Investors Svc. Corp.     40      5.5    148    8.9   Investors Savings Bank
Richmond, Virginia                                   Richmond, Virginia
                                                      (See Note (2))
     
Pioneer Fin. Svc. Inc.   40      5.5    148    8.9   Pioneer Federal
Richmond, Virginia                                   Savings and Loan 
                                                     Association
                                                     Hopewell, Virginia
                                                     (See Note (4))
     
Roanoke Valley Service   40      5.5   148     8.9   CorEast Federal
Corporation                                          Savings Bank, F.S.B.
Roanoke, Virginia                                    Roanoke, Virginia
                                                     (See Note (2))
     
Security Financial Svc. 40      5.5    148     8.9   Security Federal
Corporation                                          Savings and Loan
Richmond, Virginia                                   Association
                                                     Richmond,Virginia
                                                     (See Note (2))
<PAGE>

                           Class of Stock,
                            Amount of                   Name and Address 
Name and Address        Beneficial Ownership                 of Affiliated
of Beneficial Owner     and Percent of Class(1)    Financial Institution(1)
     
                       Class A    %  Class B   %    
Southern Service Corp.  40      5.5   148    8.9    Virginia Federal
Richmond, Virginia                                  Savings and Loan
                                                    Association
                                                    Richmond, Virginia
                                                    (See Note (3)) 
     
Southside Service Corp. 40     5.5    148     8.9   Virginia First
Petersburg, Virginia                                Savings Bank, F.S.B.
                                                    Petersburg, Virginia
    
The First Colony Svc.   40     5.5    148     8.9   Life Federal Savings
Corporation                                         Bank, F.S.B.
Norfolk, Virginia                                   Norfolk, Virginia         
     _______________
     NOTES:
     
(1) None of the financial institutions are affiliates of each other, and 
none insures or guarantees payment of principal or interest on NMAC's 
Bonds, any funding agreement or any Mortgage Collateral.
     
(2) To the best of knowledge this institution is now under the management 
 of Federal Banking Regulators.
    
(3) In December, 1988 the Virginia Federal Savings and Loan Association was
 purchased by MNC Financial Corporation of Baltimore, Maryland and 
 subsequently purchased by Crestar Bank, Richmond, Virginia.
     
(4) In August, 1994, Pioneer Federal Savings and Loan was purchased by 
Signet Banking Corporation, Richmond, Virginia.
     
(5) In January, 1995, Jefferson Savings & Loan Association was purchased by
Crestar Bank, Richmond, Virginia.
     
Item 13.  Certain Relationships and Related Transactions
    
   During the year ended December 31, 1995, NMAC incurred general and
administrative expenses in connection with the management agreements 
described in Item 1 with Craigie Incorporated amounting to $40,000.  
Directors Allen Mead Ferguson, John Thomas West, IV, George B.Pugh, Jr., 
John W. Wright, and Merlin T. Grim of NMAC are all shareholders and 
officers of Craigie Incorporated.
     
<PAGE>
                               PART IV
                                      
Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
     
  (a)  (1)(2)    The response to this portion of Item 14 is submitted in 
  Appendix A.
     
           (3)  See Exhibit Index immediately preceding Exhibits.
     
  (b)  No reports on Form 8-K were filed during the last quarter of the 
  fiscal year ended December 31, 1995.
     
  (c)  See Exhibits and Exhibit Index.
     
  (d)  Financial Statements Schedules - Included at (a)(2).
     
   Supplemental information furnished with reports filed pursuant to 
   Section 15(d) of the Act by registrants which have not registered 
   securities pursuant to Section 12 of the Act.
     
   NMAC has not sent an annual report or proxy material to its security 
   holders and does not intend to distribute such information.
     
     
<PAGE>                            
                                  SIGNATURES
                                      
  Pursuant to the requirements of Section 13 or 15(d) of the Securities 
  Exchange Act of 1934, NMAC has duly caused this report to be signed on 
  its behalf by the undersigned there and to duly authorize.
     
                                  NATIONAL MORTGAGE ACCEPTANCE
                                       CORPORATION
     
     
                                By:  _____________________________ 
                                Allen Mead Ferguson, Chairman of the
                                Board of Directors
     
     
  Pursuant to the requirements of the Securities and Exchange Act of 
  1934, this report is cosigned below by the following persons on 
  behalf of NMAC and in the capacities and on the dates indicated.
     
 Date:
     
 March 20, 1996                     By:  _____________________________ 
                                    Allen Mead Ferguson, President,       
                                    Chairman of the Board, and Director 
                                    (Chief Executive Officer)           
     
     
March 20, 1996                     By:  _____________________________ 
                                   John Thomas West, IV                 
                                   Secretary, Treasurer and Director   
                                   (Principal Financial Officer &       
                                    Principal Accounting Officer)
     
     
March 20, 1996                     By:  _____________________________ 
                                   George B. Pugh, Jr., Director
    
     
March 20, 1996                     By:  _____________________________ 
                                   John W. Wright
                                   Vice President and Director
     
     
March 20, 1996                     By:  _____________________________       
                                   Merlin T. Grim, Director
     
     
<PAGE>                            
                                    APPENDIX A
                                      
                                      
Item 15(a) (1) and (2)
    
(a)  The following documents are filed as part of this report:
     
       (1)  Financial Statements:
     
           Report of KPMG Peat Marwick LLP, Independent Auditors
     
           Balance Sheets at December 31, 1995 and 1994
    
       Statements of Operations and Retained Earnings for the years 
       ended December 31, 1995, 1994 and 1993 

       Statements of Cash Flows for the years ended December 31, 1995, 
       1994 and 1993.
     
               Notes to Financial Statements
     
     All schedules are omitted because they are not applicable or the 
   required information is shown in the financial statements or the notes 
   thereto.  
     
<PAGE>                               
     
     
     
     
     Independent Auditors' Report
     
     
     
     
 The Board of Directors and Shareholders
 National Mortgage Acceptance Corporation:
     
     
 We have audited the accompanying balance sheets of National Mortgage
 Acceptance Corporation as of December 31, 1995 and 1994, and the related  
 statements of operations and retained earnings and cash flows for each of 
 the years in the three years then ended.  These financial statements are 
 the responsibility of the Company's management.  Our responsibility is to 
 express an opinion on these financial statements based on our audits.
     
 We conducted our audits in accordance with generally accepted auditing
 standards.  Those standards require that we plan and perform the audit to 
 obtain reasonable assurance about whether the financial statements are 
 free of material misstatement.  An audit includes examining, on a test 
 basis, evidence supporting the amounts and disclosures in the financial 
 statements.  An audit also includes assessing the accounting principles 
 used and significant estimates made by management, as well as evaluating
 the overall financial statement presentation.  We believe that our audits 
 provide a reasonable basis for our opinion.
   
 In our opinion, the financial statements referred to above present fairly, 
 in all material respects, the financial position of National Mortgage 
 Acceptance Corporation as of December 31, 1995 and 1994, and the results 
 of its operations and its cash flows for each of the years in the three
 years then ended in conformity with generally accepted accounting 
 principles.   
     
 Effective January 1, 1994, the Company changed its method of accounting for
 investments to adopt the provisions of the Financial Accounting Standards 
 Board's Statement of Financial Accounting Standards No. 115, Accounting 
 for Certain Investments in Debt and Equity Securities.  
     
     
     
     
Richmond, Virginia
March 15, 1996
     
<PAGE>

NATIONAL MORTGAGE ACCEPTANCE CORPORATION

Balance Sheets

December 31, 1995 and 1994

                                     Years ended December 31, 
                                     1995                    1994        
Assets
Cash                                  8,586                 7,174
Trading securities, at fair
 value                              235,292               222,491
Restricted cash and 
investments 
   - Series 1985-A 
    working capital reserve, 
  at fair value (note 4)            828,314               785,442
Loans receivable from 
     affiliates, 
     estimated fair value of 
   $22,948,000 in 1995
    (note 3)                     21,242,798            37,378,026
 Accrued interest receivable 
 from affiliates                  1,194,907             1,676,889
 Other assets                        23,763                32,162
     
                                 23,533,660            40,102,184

     
Liabilities and
 Shareholders' Equity
     
 Liabilities:
 Bonds payable, estimated 
  fair value of $21,986,000
 in 1995(note 5)                 21,242,798            37,462,181
 Accrued interest payable
  (note 5)                        1,194,907             1,592,734
  Other liabilities, 
   principally to 
  affiliates (note 3)               864,405               828,123
     
Total liabilities                23,302,110            39,883,038
    
     
 Shareholders' equity:
 Common stock; $1 par value:
 Class A (without right 
   to dividend) - authorized 
  7,500 shares,issued and 
 outstanding  730 shares                730                  730
   Class B (nonvoting) 
  - authorized 7,500 shares, 
 issued and outstanding 
   1,665 shares  1,665                1,665
 Paid-in capital                    182,565              182,565
 Retained earnings                   46,590               34,186
     
Total shareholders' equity          231,550              219,146
     
                                 23,533,660           40,102,184

See accompanying notes to financial statements.
   
<PAGE>

NATIONAL MORTGAGE ACCEPTANCE CORPORATION
Statements of Operations and Retained Earnings
     
Years ended December 31, 1995, 1994 and 1993
     
                               Years ended December 31,        

                                          1995        1994        1993        
Revenues:
Interest income on loans 
  to affiliates                    $ 3,217,819     4,419,373   6,711,685
  Other interest income                 12,618        14,332      13,877
  Management fees 
  from affiliates (note 8)              98,680       119,663     127,997
  Net trading securities gains
         (losses)                       10,519       -10,538         -
     
 Total revenues                      3,339,636     4,542,830   6,853,559
     
     
 Expenses:
     
 Interest on bonds                    3,217,819      4,419,373   6,711,685
 Management fees (note 8)                98,680        119,663     127,997
 Other                                   10,733         14,762      14,903
    
 Total expenses                       3,327,232      4,553,798   6,854,585
     
     
 Income (loss) before income taxes       12,404        -10,968      -1,026
     
 Income tax expense
     (benefit) (note 7)      -              600        -600     
    
 Net income (loss)                       12,404        -11,568        -426
     
 Retained earnings at 
    beginning of year                    34,186         45,754      46,180
 Retained earnings at end of year      $ 46,590         34,186      45,754
     
 Income (loss) per share               $   5.18          -4.83       -0.18
     
 See accompanying notes to financial statements.
<PAGE>

NATIONAL MORTGAGE ACCEPTANCE CORPORATION                         
                                                  
Statements of Cash Flows                               
                                                  
Years ended December 31, 1995, 1994 and 1993                          

                                                  
                                             Years ended December 31,          
                                             1995      1994        1993
Cash flows from operating activities:                                 
Net income (loss)                      $   12,404    -11,568        -426
Adjustments to reconcile net income
 (loss) to net cash provided 
   by operating activities:                       
Increase in trading securities            -12,801    -57,150           -
(Increase) decrease in restricted
 cash and investments - working
  capital reserve                         -42,872    -39,925      67,828
 Decrease in accrued interest
   receivable from affiliates             481,982    872,099     960,036
(Increase) decrease in other assets         8,399        -46      12,508
 Increase (decrease) in accrued
  interest payable                       -397,827   -879,641     745,529
Interest added to Class A-4 and C-5                  
bonds payable                             445,692    405,751   2,185,010
 Increase (decrease) in other
  liabilities, principally
    to affiliates                          36,282     36,812     -77,549
                                             
Net cash provided by
  operating activities                    531,259    326,332   3,892,936
                                            
Cash flows provided by
   investing activities:                          
 Payments received on loans 
  to affiliates                       16,135,228  21,102,364  28,705,710
 Proceeds from sale of marketable
  securities                                                      70,000
 Purchases of marketable securities                              -50,104
                                                
Net cash provided by
 investing activities                 16,135,228  21,102,364  28,725,606
                                               
Cash flows used for financing
 activities -  payments on
  bonds payable                      -16,665,075 -21,500,573 -32,596,285
                                                
Net increase (decrease) in cash            1,412     -71,877      22,257
                                                  
Cash at beginning of year                  7,174      79,051      56,794
                                                  
 Cash at end of year                 $     8,586       7,174      79,051
                                                  
Supplemental disclosure
  of cash flow information:                          
       Cash paid during the 
        year for interest            $ 3,615,646    4,893,263   3,781,146
 Cash paid for income taxes                1,718          -            -        
                         
     
  See accompanying notes to financial statements.
<PAGE>
     
   NATIONAL MORTGAGE ACCEPTANCE CORPORATION
   Notes to Financial Statements
   December 31, 1995 and 1994
     
     (1)  Organization
     
      National Mortgage Acceptance Corporation ("NMAC" or the "Company"),
formerly Thrift Financing Corporation, is a limited purpose finance 
subsidiary of Craigie Incorporated ("Craigie") which owns 51% of the 
Class A common stock and 20% of the Class B common stock.  The remaining 
Class A and C
lass B common stock is owned by subsidiaries of institutions involved 
 in the thrift industry.  NMAC was organized on October 19, 1984 for the 
 purpose of providing access to certain capital markets for qualified 
 financial institutions and their affiliates.  NMAC acts as a conduit for
such institutions by the issuance of its Thrift Industry Mortgage 
Collateralized Obligation Bonds and other series of Bonds (Bonds).  
The issues are structured so that collection of principal and interest
from loans receivable from affiliates, including the effects of prepayments 
thereon, equal the amount of principal and interest due on the related 
bonds.  NMAC generally obtains bond offering fees at the bond issuance date 
and administrative fees, as defined, for each offering over the period the 
Bonds remain outstanding.
     
      Collateralized Mortgage Obligation (CMO) Issuances
    
     When issued as a CMO, each series of Bonds is secured by the mortgage
collateral and related funding agreements or promissory notes entered into 
by the participating thrift institutions or their finance subsidiaries.  
Each series of Bonds is specifically collateralized by mortgage-backed 
securities.  Such collateral was initially pledged to NMAC which in turn 
pledged the collateral to an independent trustee. 

     As principal and interest are received by the trustee, the bonds 
payable and the funding agreements/notes receivable are concurrently 
reduced, as defined within each individual series supplement to the bond
indenture and funding agreement, respectively.  Principal and interest are
payable semiannually or quarterly.
   
     As of December 31, 1995, NMAC had issued two collateralized mortgage
obligations (Series 1985-A and Series C), lending the proceeds therefrom to 
finance subsidiaries of institutions that are affiliated with certain 
shareholders of NMAC.  Only Series 1985-A was outstanding at December 31, 
1995. 

     Real Estate Mortgage Investment Conduit (REMIC) Issuance
    
   For Bonds issued after January 1, 1987 and for which an election was 
made for "real estate mortgage investment conduit" status under the 
Internal Revenue Code of 1986, as amended, NMAC simultaneously issued a 
series of its Bonds and purchased mortgage collateral.  The collateral 
is segregated into an asset pool comprising the trust estate for that 
series of Bonds.  The Bonds of such series are considered "regular 
interests" in such a REMIC.  The trust assets serve as the sole 
collateral for the repayment of such series of Bonds.  The REMIC also 
issues residual interest certificates, whereby the holder's cash 
investment entitles it to receive excess cash flow from the trust estate 
for such series of Bonds, defined as the excess of the payments of 
principal and interest on the collateral for that series of Bonds, and 
reinvestment earnings thereon, over bond principal and interest costs 
and related expenses.  As of December 31, 1995, NMAC had issued two 
series of Bonds (Series B and Series D) under the REMIC structure.
<PAGE>
     
(2)  Summary of Significant Accounting Policies
   
      Investment Securities
     
     The Company adopted the provisions of Statement of Financial 
Accounting Standards No. 115, Accounting for Certain Investments in Debt 
and Equity Securities (Statement No. 115), on January 1, 1994.  Under 
Statement No. 115, the Company classifies all of its investment 
securities and restricted cash and investments in the Series 1985-A 
working capital reserve (working capital reserve securities) as trading.  
Trading securities are bought and held principally for the purpose of
selling them in the near term.  Restatement of prior year financial 
statements is not permitted under Statement No. 115.
   
     Trading securities and working capital reserve securities are recorded
at fair value based on quoted market prices.  Gains and losses on trading 
securities are included in earnings.  Realized and unrealized gains and 
losses on working capital reserve securities are recorded as an adjustment 
to interest rebates payable (see notes 3 and 4).
  
    Realized gains and losses are determined using the specific 
identification method.
   
     Loans Receivable and Bonds Payable
   
   The issuance of Bonds is treated as a financing unless the transaction 
qualifies as a sale of assets under generally accepted accounting 
principles.  To date, the Bonds issued under the CMO structure have been
accounted for as financings while the Bonds issued as a REMIC structure 
have qualified for sale treatment.  No gain or loss, exclusive of bond 
offering fees in excess of related expenses, resulted from the sales.  Due 
to the reduction of the loans receivable and bonds payable as a function of 
payments of the underlying collateral, the ultimate timing of the 
maturities of the respective loans and bonds is not readily determinable.  
The estimated fair value of loans receivable is determined based on quoted 
market prices for the underlying collateral.  The estimated fair value of 
bonds payable is determined based on quoted market prices for the bonds.
     
    Interest Income and Expense
     
    Interest income, net of rebates (see note 3), and interest expense are 
recorded as accrued. 
<PAGE>  
          
     
    Bond Issuance Costs
     
   Costs related to the issuance of a specific series of Bonds are 
charged to the entities  participating in the offering.  Ongoing costs 
related to registration statements and related prospectus material, 
prepared in anticipation of future offerings, are expensed as incurred.  
No such costs were incurred from 1993 through 1995.
     
   Earnings Per Share
     
    Earnings per share are computed by dividing net income or loss by the
weighted average number of shares of Class A and Class B common stock 
(2,395 for 1995, 1994 and 1993) outstanding during the period.
   
    Income Taxes
   
    Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes.  No cumulative 
effect of the change in accounting for income taxes was recorded because 
it was not material to the Company's financial statements.  Under the 
asset and liability method of Statement No. 109, deferred tax assets and 
liabilities are recognized for the future tax consequences attributable 
to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and operating loss 
and tax credit carryforwards. 

         Reclassifications
    
    Certain reclassifications have been made in the prior years financial 
statements in order to conform with 1995 presentations.
  
(3)  Loans Receivable
    
     Loans receivable on the Series 1985-A Bonds are expected to mature in
varying amounts prior to the year 2016.  The loan agreements, as amended, 
generally provide for interest to be paid at a rate equal to the lesser 
of the highest bond interest rate or the weighted bond interest rate plus 
20 basis points per annum.  The resulting effective rates of interest on 
the loans (equal to the lesser of 11.25% or the weighted average rate on 
the debt plus 20 basis points) were 11.25% in 1995, 1994 and 1993.  
Interest rebates payable and accumulated earnings from restricted cash and 
investments are included in other liabilities and aggregated approximately 
$828,000 and $785,000 as of December 31, 1995 and 1994, respectively.  
The timing of payment of such rebates is at the discretion of the 
management of NMAC.
<PAGE>

    The loan receivable on the Series C Bonds was repaid during 1995 when 
the Series C Bonds were redeemed by the Company.  Prior to 1995, the loan 
agreement carried an interest rate equal to the weighted bond interest rate 
on the corresponding bonds.  Interest rates on this loan receivable were 
8.25% and 7.74% for 1994 and 1993, respectively.  
  
    The funding agreements for the Series 1985-A and Series C Bonds are
collateralized by mortgage-backed securities and by certain debt service 
funds owned by the participating financial institution subsidiaries.  
Those funds and the collections on the mortgage-backed securities are 
held by the bond trustee until the respective semiannual or quarterly 
payment dates, at which time they are distributed as payments on the 
Bonds.  Excess funds (rebates) on the Series 1985-A Bonds, if any, are
available for return to the participating thrift institution subsidiaries.
  
    Loans receivable of $11,905,753 at December 31, 1995 are from 
affiliates which were originally seized by the  Resolution Trust 
Corporation and subsequently believed to be under the management of federal
banking regulators.  The Company believes it will realize these receivables
through cash flows received from the underlying mortgage collateral.
   
  (4)  Restricted Cash and Investments
   
     Restricted cash and investments represent interest rebates which have 
been invested in U.S. government agency obligations, mortgage backed 
obligations, corporate obligations, cash and cash equivalents and are 
restricted to repaying the interest rebates payable and the income earned 
on these funds.  
   
  (5)  Bonds Payable
     
    Series 1985-A Bonds payable had aggregate effective rates of interest 
of approximately 11.25% during 1995, 1994 and 1993, respectively.  
The Series C Bonds were retired during 1995.  The Series C Bonds had 
aggregate effective rates of interest of approximately 8.5%, 8.25% and
7.74% during 1995, 1994 and 1993, respectively.  Each series is 
collateralized by the respective loans receivable (together with 
collateral thereon) and consist of the following as of December 31, 1995 
and 1994:
    
<CAPTION>                                        

                                  Stated               Principal balance
                     Interest     maturity                December 31, 
     Class           Rate         date              1995            1994
    Series 1985-A:
     A-4            11.25 %   January 1, 2016  $ 21,242,798     21,242,798 
     Series C:
     C-3             8.50    October 20, 2015       -            4,696,475 
     C-4             6.2125* October 20, 2015       -            1,565,436 
     C-5             9.50       July 20, 2018       -            4,611,791 
                                          --------------------------------
                                                    -           10,873,702 
                                          --------------------------------
                                                $ 21,242,798    37,462,181 
  * Floating interest rate based on London interbank offered quotations 
    for three-month Eurodollar deposits.
    The Series 1985-A Bonds are due serially for each Class and require 
the payment of interest semiannually. 

<PAGE>
      The current stated principal value of the collateral (FHLMC 
participation certificates) plus the cash and investments in the various 
debt service funds for the Series 1985-A aggregate approximately
$26,113,000 as of December 31, 1995.  These assets are held by the trustee
and, although not assets of NMAC, are pledged, together with interest 
income thereon, as collateral for the Bonds.
  
 (6)  REMIC Issuances
    
    NMAC has issued two REMIC series, aggregating $333,067,000 (Series B
Bonds) and $300,500,000 (Series D Bonds) at issuance.  Concurrent with 
the issuance of these bonds, NMAC sold the entire residual interest in 
the respective segregated asset pool comprising the trust estate.  A 
portion of the Series B residual interest was purchased by affiliates of 
certain shareholders. 
   
    As of December 31, 1995 and 1994, the following Bonds, which are not
recorded as liabilities of NMAC, were outstanding:
   
                           Stated         Principal balance   
            Interest      maturity          December 31,   
Class         rate          date         1995             1994
Series B:
 B-3         8.55%     May 20, 2018 $ 33,168,824      40,313,744
 B-4         9.1       May 20, 2018    8,087,721       8,087,721
                                            
                                    $ 41,256,545      48,401,465
          
<PAGE>
           
     
    The offering consisted of Class B-2 Bonds (Standard Bonds), which were
retired during 1994, Class B-3 Bonds (the Planned Amortization Class Bonds)
 and Class B-4 Bonds (the Compound Interest Bonds). 
          


                           Stated                Principal balance   
             Interest     maturity                  December 31,   
     Class     rate         date              1995              1994
      <C>       <C>        <C>               <C>               <C>
     Series D:
      D-2       6.71%     May 01, 2016          189,945        3,835,493
      D-4       7.125     May 01, 2016          280,212        5,658,262
      D-5       6.9625    May 01, 2016           85,065        1,717,687
      D-6       9.75    November 01, 2017    51,000,000       51,000,000
                                           $ 51,555,222       62,211,442
   
      The offering consists of Class D-4 and D-6 Bonds (Standard Bonds) and 
Class D-2 and D-5 Bonds (the Floating Rate Bonds).  The floating interest 
rates are based on the London interbank offered quotations for three-month 
Eurodollar deposits.
    
     The current stated principal value of the collateral (FHLMC 
participation certificates for Series B and GNMA certificates for Series D) 
aggregates approximately $44,334,000 and $56,261,000, respectively, as of 
December 31, 1995.  Such collateral, together with interest income thereon, 
is only available to repay the specific bond series.
     
     (7)  Income Taxes
     
     As discussed in note 2, the Company adopted Statement No. 109 as of 
January 1, 1993.  No cumulative effect of change in accounting for income 
taxes was recorded because it was not material to the Company's financial 
statements.   
<PAGE>
       The components of income tax expense (benefit) for 1995, 1994 and 
1993 were as follows:
    
            
                                                December 31,
                                     1995        1994        1993
        Federal - current      $       -           -           -
        State - current                -           -           -
        Federal - deferred             -          420        -420
        State - deferred               -          180        -180
         
         Income tax expense 
         (benefit)              $       -          600        -600
         
     
       The actual income tax expense (benefit) for 1995, 1994 and 1993 
     differs from the "expected" income tax benefit (computed by 
     applying the statutory U.S. federal corporate income tax rate of 
       35% to "income (loss) before income taxes" as follows:
            
                                              Years ended December 31,
                                  1995              1994            1993
  Income tax expense (benefit) 
    at statutory rate           $  4,340            -3,839            -359
  Effect of surtax exemption      -2,480             2,194             205
  State tax expense (benefit), 
    net of federal expense (benefit) 630              -563            -154
  Change in valuation allowance   -2,490             2,820              -
  Other                               -                -12            -292
        
   Actual income tax expense 
    (benefit)                   $     -                600            -600
        
    The significant components of the net deferred tax asset at December 
     31, 1995 and 1994 were as follows:
                                                           December 31,
         
                                                          1995     1994         
                                                                         
Deferred tax asset - net operating loss carryforward  $  330        2,820
Less valuation allowance                                 330        2,820
            
   Net deferred tax asset                             $   -            -
          
     
    Management has determined that the ability of the Company to realize 
 any deferred tax assets will depend on future earnings.  Since future 
 earnings cannot be assured, a valuation allowance has been established 
 in 1995 and 1994. 
          
<PAGE>
     
(8)  Related Party Transactions
     
    Under the terms of its management contract, Craigie provides office 
space and equipment and certain managerial, administrative, financial and 
other services to NMAC.  Management fees are charged to NMAC and ultimately 
to the borrowers as an ongoing cost determined at the date of the bond 
offering. 

    Management fees are computed as a percentage of the outstanding bonds. 
Management fees paid to Craigie were approximately $40,000, $56,000 and 
$71,500 during 1995, 1994 and 1993, respectively. 

    Craigie acts as co-managing underwriter for all of the Bond offerings 
and is the counterparty to all securities transactions entered into by 
the Company. 
<PAGE>
                              EXHIBIT INDEX
     
3.1  Restated Articles of Incorporation of Thrift Financing Corporation 
("TFC") (since June 2, 1989 National Mortgage Acceptance Corporation and 
hereinafter referred to as "NMAC"), previously filed as Exhibit 3.1 to 
NMAC's, Registration Statement on Form S-11, Registration No. 2-97573, and
incorporated by reference.
   
3.2  Articles of Amendment to NMAC's Restated Articles of Incorporation,
previously filed as Exhibit 3.2 to NMAC's Registration Statement on 
Form S-11, Registration No. 2-97573, and incorporated by reference.
   
3.3  Bylaws of NMAC, previously filed as Exhibit 3.4 to NMAC's Registration
Statement on Form S-11, Registration No. 2-97573, and incorporated by 
reference. 
   
3.4  Articles of Amendment dated June 1, 1989 to Restated Articles of
Incorporation previously filed as Exhibit 3.5 to NMAC's Post-Effective 
Amendment No. 1 on Form S-3 to S-11 Registration No. 33-19023 and 
incorporated by reference.
   
4.1  Indenture dated as of May 1, 1985 ("Indenture") between NMAC and Texas
Commerce Bank National Association as trustee ("Trustee"), previously filed 
as Exhibit 4.1 to Amendment No. 1 to NMAC's Registration Statement on
Form S-11, Registration No. 2-97573 and incorporated by reference.
    
4.2  General Supplement relating to Subsequent Series dated as of 
January 1, 1987, previously filed as Exhibit to NMAC's Form 8-K filed on 
February 10, 1985, and incorporated by reference. 
     
4.3  Series Supplement to the Indenture, dated as of July 1, 1985, relating 
to Series 1985-A Bonds, previously filed as Exhibit 4 to NMAC's Form 8-K 
filed on July 23, 1985, and incorporated by reference.
    
4.4  Series Supplement to the Indenture, dated as of January 20, 1987, 
relating to Series B Bonds, previously filed as Exhibit 4.3 to NMAC's 
Form 8-K filed on February 10, 1987, and incorporated by reference.
    
4.5  Series Supplement to the Indenture, dated as of March 20, 1987, 
relating to Series C Bonds, previously filed as Exhibit 4.3 to NMAC's 
Form 8-K filed on April 8, 1987, and incorporated by reference.
    
4.6  Series Supplement to the Indenture, dated as of October 30, 1987, 
relating to Series D Bonds, previously filed as Exhibit 4.3 to NMAC's form 
8-K filed on November 12, 1987, and incorporated by reference.
     
4.7  Form of Second General Supplement to Indenture relating to Subsequent
Series previously filed as Exhibit 4.4 to NMAC's Post-Effective Amendment 
No. 1 on Form S-3 to S-11 Registration No. 33-19023 and incorporated by
reference.
     
11.1 See Appendix A.
     
12.1 Statement re computation of ratios.
     
<PAGE>
     
NATIONAL MORTGAGE ACCEPTANCE CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES

                                      Year Ended December 31, 
                      1995        1994      1993        1992        1991
Earnings:
Income (Loss)
before 
income taxes          12,404     -10,968     -1,026      -2,301       1,927
Fixed charges      3,217,819   4,419,373  6,711,685   9,784,956  12,426,892
                   ---------   ---------  ---------   ---------  ----------
                   3,230,223   4,408,405  6,710,659   9,782,655  12,431,819
     
Fixed charges:
Interest expense   3,217,819   4,419,373  6,711,685   9,784,956  12,429,892
     
Ratio of 
earnings to
fixed charges        1.004       0.998      1.000       1.000      1.000

</TABLE>