<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                                   Form 10-Q 
                                  Amendment #1

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                      For the Quarter Ended August 31, 1996

                           Commission File No. 33-2749

                           FIRST MORTGAGE CORPORATION
             (Exact name of registrant as specified in its charter)


Incorporated under the laws of
the State of  UTAH                               87-03202209           
(State or other jurisdiction of                 (I.R.S. Employer
incorporation of organization)                  Identification Number)


            257 East 200 South, Suite 950, Salt Lake City, Utah 84111
                    (Address of Principal Executive Offices)

               Registrant's telephone number, including area code
                                 (801) 363-7663

                                       N/A 
               Former name, former address and former fiscal year,
                          if changed since last report

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 90 days.

   (1)  Yes  X              No    
   (2)  Yes  X              No    

Indicate the number of shares outstanding of each class of common stock as of
August 31, 1996


                    51,101,680 COMMON STOCK (PAR VALUE $.001)  <PAGE>
<PAGE>
                           FIRST MORTGAGE CORPORATION
                                    Form 10-Q
                        Six Months Ended August 31, 1996


                                      INDEX

                                      PAGE

PART I       Financial Information

 ITEM 1    Financial Statements

   Balance Sheets  . . . . . . . . . . . . . . . . . . . . . . . . . . 3 

   Statements of Operations. . . . . . . . . . . . . . . . . . . . . . 4 

   Statements of Cash Flows. . . . . . . . . . . . . . . . . . . . . . 5 

   Notes to Financial Statements . . . . . . . . . . . . . . . . . . . 6 

   Management's Discussion and Analysis of
   the Statement of Income . . . . . . . . . . . . . . . . . . . . . . 7 

PART II Other Information

 ITEM 1 Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 8 

 ITEM 2 Changes in Securities. . . . . . . . . . . . . . . . . . . . . 8 

 ITEM 3      Defaults upon Senior Securities . . . . . . . . . . . . . 8 

 ITEM 4 Submission of Matters to a Vote of Security Holders. . . . . . 8 

 ITEM 5      Other Information . . . . . . . . . . . . . . . . . . . . 8 

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


SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9 
<PAGE>
<PAGE>
                           FIRST MORTGAGE CORPORATION
                                 Balance Sheets
                      August 31, 1996 and February 29, 1996

<TABLE>
<CAPTION>
                                            (Unaudited)            
                                                August               February 
                                              31, 1996               28, 1996 
                                           ------------           ------------
<S>                                        <C>                    <C>
                                     ASSETS

Current Assets
 Cash in Bank                              $     15,715            $   20,577 
 Cash in Savings                                321,000               320,000 
 Other Receivables                              100,000               100,000 
 Contracts Receivable                           134,441               260,441 
 Prepaid Taxes                                      -0-                 2,128 
                                            ------------          ------------
        Total Current Assets                    571,156               703,146 

Fixed Assets
 Office Equipment                                    35                    55 
 Leasehold Improvements                             584                   750 
                                            ------------          ------------
        Total Fixed Assets                          619                   805 

Other Assets

 Land                                           29,518                 26,416 
                                           ------------           ------------
        Total Other Assets                      29,518                 26,416 
                                           ------------           ------------
        TOTAL ASSETS                       $   601,293            $   730,367 
                                           ============           ============
</TABLE>
                             See accompanying notes<PAGE>

<PAGE>
                           FIRST MORTGAGE CORPORATION
                           Balance Sheets -Continued-
                       August 31, 1996 & February 29, 1996
<TABLE>
<CAPTION>

                                            (Unaudited)
                                                August               February 
                                              31, 1996               29, 1996 
                                           ------------           ------------
<S>                                        <C>                    <C>
                      LIABILITIES AND STOCKHOLDERS' EQUITY 

Current Liabilities
 Accounts Payable                          $        800            $    1,697 
 Taxes Payable                                    1,173                   -0- 
 Notes Payable                                    4,000               140,000 
                                            ------------          ------------         
        Total Current Liabilities                 5,973               141,697 

Stockholders' Equity                                   
 Common Stock, 100,000,000
   Shares Authorized at $0.001 Par Value;
   51,101,680 Shares Issued & Outstanding        51,102                51,102 
 Capital in Excess of Par Value                 242,697               242,697 
 Retained Earnings                              301,521               294,871 
                                            ------------          ------------
        Total Stockholders' Equity              595,320               588,670 
                                            ------------          ------------
        TOTAL LIABILITIES &
        STOCKHOLDERS' EQUITY                $   601,293           $   730,367 
                                            ============          ============
</TABLE>
                             See accompanying notes<PAGE>
                           FIRST MORTGAGE CORPORATION
                            Statements of Operations
                 For the Six Month Period August 31, 1996 & 1995
             and the Three Month Period Ended August 31, 1996 & 1995
<TABLE>
<CAPTION>
                                 Six Month                Three Month
                               Period Ended               Period Ended
                            August       August        August       August 
                          31, 1996     31, 1995      31, 1996     31, 1995 
                       ------------ ------------  ------------ ------------
<S>                    <C>          <C>           <C>          <C>
Revenues
 Mortgage Recovery     $    28,000  $   111,262   $     5,000  $    18,000 
 Interest                    8,684       18,667         4,373        4,525 
 Rent Income                   -0-       44,436           -0-       22,218 
 Bad Debt Recovery           1,696        2,134           404          560 
                       ------------ ------------  ------------ ------------
  Total Revenues            38,380      176,499         9,777       45,303 

Expenses
 Commission Expense         16,200       24,000         3,000        7,200 
 Interest Expense            1,564       21,286         1,564       21,285 
 Office Expense              2,697        6,580         1,200        5,266 
 Rent                        4,350        4,350         2,175        2,175 
 Professional Fees           4,100        6,738         3,100        4,930 
 Telephone                     998          855           502          438 
 Depreciation                  186        3,220            93        3,074 
 Land Expense                  -0-        1,348           -0-        1,000 
 Travel                        447        1,178           300           15
 Taxes                         605          -0-           -0-          -0-
                       ------------ ------------  ------------ ------------
  Total Expenses            30,557       70,160        11,934       45,368 
                       ------------ ------------  ------------ ------------
  Net Profit Before 
   Taxes                     7,823      106,339        (2,157)         (65)

  Income Taxes               1,173       31,700           324          -0- 
                       ------------ ------------  ------------ ------------
  Net Profit After 
  Taxes                $     6,650  $    74,639   $    (1,833) $       (65)
                       ============ ============  ============ ============
  Earnings Per Share   $       .00  $       .00   $       .00  $      (.00)

  Weighted Average 
  Shares Outstanding    51,101,680   51,101,680    51,101,680   51,101,680 

                           See accompanying notes
/TABLE
<PAGE>
                           FIRST MORTGAGE CORPORATION
                            Statements of Cash Flows
             For the Six Months Periods Ended August 31, 1996 & 1995
<TABLE>
<CAPTION>
                                              (Unaudited)    (Unaudited)
                                                    1996           1995 
                                              ------------  ------------
<S>                                          <C>            <C>     
Cash Flows from Operating Activities
 Net Income (Loss)                            $     6,650   $    74,639 
 Adjustments to Reconcile Net Income 
   or (Loss) to Operating Activities:                  
    Depreciation                                      186         3,220 
 Changes in Operating Assets &Liabilities: 
   (Increase) Decrease in Other Receivable            -0-        50,001 
   Decrease in Prepaid Taxes                        2,128           -0- 
   (Decrease) Increase in Accounts Payable           (897)      (26,500)
   Increase (Decrease) in Taxes Payable             1,173        18,700 
                                              ------------  ------------
    Net Cash Provided by Operating Activities       9,240       120,060  

Cash Flows from Investing Activities
 Purchase of Land                                  (3,102)           -0- 
 Purchase of Building                                 -0-       (614,921)
 Increase in Long Term Debt                           -0-        564,921 
 Collected on Contracts                           126,000        272,500 
 (Decrease) Increase in Notes Payable                 -0-        (56,455)
 Payment on Long Term Debt                       (136,000)        (9,356)
                                               ------------  ------------
    Net Cash Provided by Investing Activities      (13,102)      (88,311)

Cash Flows from Financing Activities
   Net Cash Provided by Financing Activities           -0-           -0- 
                                               ------------  ------------
   Increase (Decrease) in Cash                      (3,862)       31,749 

   Cash at Beginning of Year                   $   340,577   $   435,781 
                                               ------------  ------------
   Cash at End of Year                         $   336,715   $   467,530 
                                               ============  ============
Expense Disclosures
 Interest                                      $      1,564  $    21,286 
 Taxes                                                1,173       31,700 



                    See accompanying notes
/TABLE
<PAGE>
<PAGE>
                           First Mortgage Corporation
                          Notes to Financial Statements


NOTE #1 - STATEMENT PREPARATION

        The Company has prepared the accompanying financial statements with
interim financial reporting requirement promulgated by the Securities and
Exchange Commission.   The information furnished reflects all adjustments which
are, in the opinion of management, necessary for a fair presentation of
financial position and results of operations.

        The consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto included in the
Company's February 29, 1996 10-K report.<PAGE>

<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS


LIQUIDITY AND CAPITAL RESOURCES

        First Mortgage Corporation (the Company) is engaged in the business of
buying loan packages of mostly commercial loans from the FDIC or RTC.  The
Company attempts to recover its investment and make a profit through collection
efforts.  It is the Company's policy to not recognize any income until it has
recovered its initial investment.  During the current quarter the Company
collected $5,000 on its investments, recognized $2,000 as income, and purchased
no new loan packages.

        During the quarter ending May 31, 1995, the Company foreclosed on one
of the loans it had purchased.  As a result of the foreclosure the Company
borrowed $564,921 to pay off a first mortgage position holder and took over
possession of a 20,000 square foot industrial building in Phoenix, Arizona.  In
1996, the Company sold its position in the building to an associated investor. 
The Company is to receive $100,000 and interest at 8% on or before March 31,
1997.  The investor paid off the $564,921.

RESULTS OF OPERATIONS

        First Mortgage Corporation (the Company) maintains adequate cash
reserves to pay for its operations for at least three  months without having to
use its cash in savings (cash equivalents), cash is collected on contracts,
commission are paid based on these collections.  The Company has sufficient
cash and cash equivalents to retire all of its debt and still have adequate
working capital to continue its operations. 

        The Company has no present need to raise additional capital by sale of
its common stock shares.

<PAGE>
<PAGE>

                           PART II - OTHER INFORMATION


Item 1  Legal Proceedings. . . . . . . . . . . . . . . . . . . . .  None 

Item 2  Changes in the Rights of the Company's Security Holders. .  None 

Item 3  Defaults by the Company on its Senior Securities . . . . . .None 

Item 4  Results of Votes of Security Holders . . . . . . . . . . . .None 

Item 5  Other Information. . . . . . . . . . . . . . . . . . . . . .None 

Item 6  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . None

<PAGE>
<PAGE>
                                   SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



Date:January 30, 1997               By: William S. Greaves              
     ------------------                 -------------------                   
                                        William S. Greaves, President &
                                        Chief Executive Officer &
                                        Chief Accounting Officer