<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K
  (Mark one)
     (X)          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For fiscal year ended  DECEMBER 31, 1995
                                          -----------------

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

                         Commission File Number 0-12811
                                                -------

                     GUARANTEED MORTGAGE CORPORATION III
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            MICHIGAN                                  31-1054754
-------------------------------       ------------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

6061 SOUTH WILLOW DRIVE, SUITE 301, GREENWOOD VILLAGE, COLORADO        80111
---------------------------------------------------------------    ------------
       (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code - (303) 740-3370
                                                     --------------

Securities registered pursuant to Section 12(b) of the Act:

                                      NONE
                                      ----

Securities registered pursuant to Section 12(g) of the Act:

                    COMMON STOCK, PAR VALUE $1.00 PER SHARE
                    ---------------------------------------
                                (Title of Class)

     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.  Yes XX   No
                                               --      --

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (paragraph 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K/X/
                                                         -

     Aggregate market value of voting stock held by nonaffiliates of the
registrant as of March 1, 1996: $-0-

     Number of shares of common stock outstanding as of March 1, 1996: 1,000.

     Registrant meets the conditions set forth in General Instruction J(1)(a)
and (b) of Form 10-K and is therefore filing this Annual Report on Form 10-K
with the reduced disclosure format.

<PAGE>   2

                                                                     Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III              12/31/95



                                   PART I

ITEM 1. BUSINESS

Organization

     Guaranteed Mortgage Corporation III (the "Company") was incorporated under
the laws of the State of Michigan on October 18, 1982, as a wholly-owned
limited purpose financing subsidiary of Pulte Financial Companies, Inc.
("PFCI"), a wholly-owned subsidiary of Pulte Corporation, a publicly-owned
holding company listed on the New York Stock Exchange.

Issuance of Collateralized Mortgage Bonds

     The Company was organized to facilitate the financing of long-term
mortgage loans on single-family residential homes, including homes built by
Pulte Home Corporation ("PHC"), through the issuance and sale of bonds secured
by mortgage-backed securities ("Certificates") or by funding agreements with
various limited-purpose financing companies ("Funding Companies") and the notes
issued thereunder that are secured by Certificates ("Funding Notes"), or by a
combination thereof.  Such Certificates consist of Guaranteed Mortgage
Pass-Through Certificates ("FNMA Certificates"), issued and guaranteed as to
the full and timely payment of principal and interest by the Federal National
Mortgage Association, Fully Modified Pass-Through mortgage-backed certificates
("GNMA Certificates"), guaranteed as to the full and timely payment of
principal and interest by the Government National Mortgage Association,
Mortgage Participation Certificates ("FHLMC Certificates"), issued and
guaranteed as to the full and timely payment of interest and as to the ultimate
payment of principal by the Federal Home Loan Mortgage Corporation, or a
combination of such Certificates.  To accomplish its purpose, the Company
issued collateralized mortgage bonds in series and used the net proceeds of
such sales to purchase Certificates backed by mortgage loans, some of which
were originated by ICM Mortgage Corporation, a wholly-owned subsidiary of PHC,
and are secured by homes, some of which were built by PHC.  Alternatively, the
Company remitted a portion of the net proceeds of such sales of collateralized
mortgage bonds in series to a Funding Company that, in turn, pledged to the
Company certain Funding Notes, which, together with certain other collateral,
serve as security for the obligations of that Funding Company to the Company.

     The Company, although incorporated in October, 1982 and capitalized in
August, 1984, did not commence operations until it issued its first series of
bonds on October 24, 1984.  Prior to 1989, the Company issued fifteen series of
bonds, all of which were offered and sold to the public pursuant to a
registration statement filed with the Securities and Exchange Commission.  The
bonds had an aggregate original principal amount of $1,208,697,000, with stated
annual interest rates ranging from 7.0% to 12.5%.  The Company has not issued
any additional series of bonds since 1988.  At December 31, 1995, the Company
had $54,681,582 in aggregate principal amount of bonds outstanding, with stated
annual interest rate of 9.00%.  This aggregate principal amount includes
$18,041,310 in outstanding aggregate principal amount of the Company's Series H
Bonds, secured by Funding Notes, and $43,514,174 in outstanding aggregate
principal amount of the Company's Series L and Series M Bonds, all of which are
non-recourse obligations and do not represent a liability of the Company.

     Each series of the Company's bonds is secured by a separate collateral
package consisting, in part, of the Certificates purchased in connection with
the issuance of a bond series, or Funding Notes or a combination thereof,
letters of credit and cash.  The collateral package for a series is pledged to
NBD Bank, N.A., as trustee on behalf of the holders of the bonds of such
series.  Funds held by the trustee with respect to the bonds are restricted so
as to assure the payment of principal and interest on the bonds to the extent
of such funds.




                                       2

<PAGE>   3

                                                                     Year Ended
FORM 10-K            GUARANTEED MORTGAGE CORPORATION III               12/31/95



     Under the Company's articles of incorporation and the terms of the
indenture governing the issuance of the Company's collateralized mortgage
bonds, the Company may only issue collateralized mortgage bonds rated in the
highest category by Standard & Poor's Corporation.

ITEM 2. PROPERTIES

     The Company has no material physical properties.  Its primary asset is
ownership of the various Certificates, and the mortgage loans underlying such
Certificates, pledged to NBD Bank, N.A., as trustee, to secure the Company's
collateralized mortgage bonds.


ITEM 3.     LEGAL PROCEEDINGS

     None.

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

     Information in response to this item is omitted pursuant to General 
Instruction J(2).

                                   PART II

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

     The Company is a wholly-owned subsidiary of PFCI. (See "Business -
Organization" in Item 1 of this Report.)  Thus, there is no market for its
common stock.

ITEM 6.     SELECTED FINANCIAL DATA

     Information in response to this item is omitted pursuant to General 
Instruction J(2).

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

     The Company's mortgage-backed securities (Certificates) or finance
companies' notes secured by Certificates (Funding Notes) are used as collateral
for associated bonds payable.  Mortgage-backed securities were acquired from
affiliates.  Any difference between the acquisition price and the principal
balance of the securities at their date of acquisition (mortgage
discounts/premiums) was amortized into operations as an adjustment of mortgage
yield.

     The Company's pretax income before extraordinary item was $2,735,830 for
1995 as compared to pretax loss before extraordinary item of $(7,204,441) and
$(794,434) for 1994 and 1993, respectively. Earnings increased during 1995 as
compared to 1994 primarily as a result of GMC III's sale of mortgage-backed
securities, resulting in a gain of $2,867,060.  In addition, GMC III no longer
incurred amortization expense related to mortgage/bond discounts and bond issue
costs in 1995 as a result of GMC III changing its estimate of amortization
speeds in December 1994.

                                       3

<PAGE>   4

                                                                     Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III              12/31/95



     Earnings decreased during 1994 as compared to 1993 primarily due to
increased amortization of mortgage premiums/discounts, bond discounts and bond
issue costs as a result of GMC III changing its estimate of amortization
speeds.  As a result of collateral coupon dispersion indicating further
reduction of average collateral coupon interest rates in 1995 and 1996, GMC III
expensed all remaining mortgage discount/premium balances, bond discounts and
issue costs in December, 1994.  The net amount of expense relating to this
write off in 1994 amounted to $5,812,061.

                                       4

<PAGE>   5

                                                                     Year Ended
FORM 10-K              GUARANTEED MORTGAGE CORPORATION III             12/31/95




          Key Factors Impacting Interest Revenue and Interest Expense


<TABLE>
<CAPTION>
                                                 1995          1994          1993
                                                 ----          ----          ----
<S>                                       <C>          <C>           <C>
Interest Revenue:

Mortgage-backed securities
portfolio balance at year end,
at amortized cost                         $53,766,060  $114,015,107  $152,368,245

Weighted average rate at year end               9.00%         9.06%         9.08%

Interest income for the year              $ 9,154,477  $ 11,488,662  $ 18,938,151

Amortization of net mortgage
discounts/premiums                                        (630,914)     (469,946)

Write-off of mortgage discounts/premiums                (1,533,485)
                                          -----------  ------------  ------------

Total interest income, including
amortization and write-off of mortgage
discounts                                 $ 9,154,477  $  9,324,263  $ 18,468,205
                                          ===========  ============  ============

</TABLE>


<TABLE>
<CAPTION>
                                                 1995          1994          1993
                                                 ----          ----          ----
<S>                                       <C>          <C>           <C>
Interest Expense:

Bonds payable balance at year end         $54,681,582  $114,830,836  $158,030,288

Weighted average rate
at year end                                     9.00%         8.88%         8.82%


Interest expense for the year             $ 9,170,691  $ 11,425,931  $ 18,448,758

Amortization of bond
discounts and issue costs                                   760,298       690,354

Write-off of bond discounts
and issue costs                                           4,278,576
                                          -----------  ------------  ------------

Total interest expense, including
amortization and write-off of bond
discounts and issue costs                 $ 9,170,691  $ 16,464,805  $ 19,139,112
                                          ===========  ============  ============
</TABLE>



                                       5

<PAGE>   6

                                                                     Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III              12/31/95



     Pretax extraordinary losses from the bond extinguishments during 1993 were
$2,028,327.  These losses resulted from the write-off of unamortized bond
discounts and issue costs.  There was no similar activity in 1995 and 1994.



Financial Condition and Liquidity

     Each series of the Company's bonds is secured by a separate collateral
package consisting of the Certificates purchased in connection with the
issuance of a bond series, or Funding Notes or a combination thereof, letters
of credit and cash.  The collateral package for a series is pledged to NBD
Bank, N.A. as trustee on behalf of the holders of the bonds of such series.
Funds held by the trustee with respect to the bonds are restricted so as to
assure the payment of principal and interest on the bonds to the extent of such
funds.

The Company will not have additional capital or liquidity requirements in
excess of collateral prepayments and letter of credit balances, assuming the
mortgage-backed securities (GNMA certificates) continue to pay principal and
interest in accordance with their terms.  No additional capital requirements
are anticipated since the cash flows from the collateral packages are projected
to be sufficient to repay the existing debt.  The Company is anticipating
repayment of all outstanding debt by late 1996.

                                       6

<PAGE>   7

                                                                     Year Ended
FORM 10-K            GUARANTEED MORTGAGE CORPORATION III               12/31/95





ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                                       Page
                                                                       ----

Index to Financial Statements


        Balance Sheets at December 31, 1995 and 1994                     8
                                                                        
        Statements of Operations for the years ended                    
             December 31, 1995, 1994 and 1993                            9
                                                                        
        Statements of Shareholder's Equity for the years                
             ended December 31, 1995, 1994 and 1993                     10
                                                                        
        Statements of Cash Flows for the years ended 
             December 31, 1995, 1994 and 1993                           11
                                                                        
        Notes to Financial Statements                                   12
                                                                        
        Report of Ernst & Young LLP, Independent Auditors               15



                                       7

<PAGE>   8

                                                                     Year Ended
FORM 10-K           GUARANTEED MORTGAGE CORPORATION III                12/31/95


BALANCE SHEETS
DECEMBER 31, 1995 AND 1994


<TABLE>
<CAPTION>
                                                               1995              1994
                                                            ----------        ----------
<S>                                                         <C>              <C>
ASSETS

Cash .....................................................  $     2,066      $        450

Funds held by trustee ....................................    1,336,403         2,275,383

Mortgage-backed securities held-to-maturity, at amortized
  cost ...................................................                    114,015,107

Mortgage-backed securities available-for-sale, at 
  estimated fair value ...................................   56,975,222

Accrued interest receivable ..............................      440,701           869,788
                                                            -----------      ------------  

                                                            $58,754,392      $117,160,728
                                                            ===========      ============                             
LIABILITIES AND SHAREHOLDER'S EQUITY

Liabilities:

 Bonds payable ...........................................  $54,681,582      $114,830,836

 Accrued liabilities, primarily interest .................      847,561         1,727,987

 Due affiliates ..........................................          831            86,479

 Deferred income taxes ...................................    1,283,665
                                                            -----------      ------------

Total liabilities ........................................   56,813,639       116,645,302
                                                            -----------      ------------ 
                                                                                           
Shareholder's equity:

 Common stock, $1 par value; 50,000 shares
   authorized; 1,000 shares issued and
   outstanding ...........................................        1,000             1,000

 Additional paid-in capital ..............................    1,113,332            19,000

 Retained earnings .......................................   (1,099,076)          495,426

 Unrealized gains on securities available-for-sale, net of
   income taxes of $1,283,665 ............................    1,925,497
                                                            -----------      ------------

Total shareholder's equity ...............................    1,940,753           515,426
                                                            -----------      ------------

                                                            $58,754,392      $117,160,728
                                                            ===========      ============

</TABLE>

                           See accompanying notes.


                                       8

<PAGE>   9

                                                                      Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95


STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
                                                           1995             1994            1993     
                                                       -----------      -----------      ----------- 
<S>                                                    <C>             <C>              <C>         
                                                                                                     
Revenues:                                                                                            

 Interest .........................................    $ 9,154,477     $ 11,488,662     $ 18,938,151 
 Amortization of net mortgage discounts/premiums ..                      (2,164,399)        (469,946) 
 Gain on sale of mortgage-backed securities .......      2,867,060                                   
 Fee income .......................................         29,040           33,303           45,917 
                                                       -----------     ------------     ------------ 
                                                                                                     
                                                        12,050,577        9,357,566       18,514,122 
                                                       -----------     ------------     ------------ 
                                                                                                     
Expenses:                                                                                            
                                                                                                     
 Interest .........................................      9,170,691       11,425,931       18,448,758 
 Amortization of bond discounts and issue costs ...                       5,038,874          690,354 
 General and administrative .......................        144,056           97,202          169,444 
                                                       -----------     ------------     ------------ 
                                                                                                     
                                                         9,314,747       16,562,007       19,308,556 
                                                       -----------     ------------     ------------ 
                                                                                                     
Income (loss) before income tax benefit and                                                          
 extraordinary item ...............................      2,735,830       (7,204,441)        (794,434) 
                                                                                                     
Income tax (benefit) ..............................      1,094,332       (2,809,732)        (309,829) 
                                                       -----------     ------------     ------------ 
                                                                                                     
Income (loss) before extraordinary item ...........      1,641,498       (4,394,709)        (484,605) 
                                                                                                      
Extraordinary loss from early extinguishment of                                                      
 debt, net of tax benefits of $791,048 ............                                       (1,237,279) 
                                                       -----------     ------------     ------------ 
                                                                                                     
Net income (loss) .................................    $ 1,641,498     $ (4,394,709)    $ (1,721,884) 
                                                       ===========     ============     ============ 
</TABLE>



                            See accompanying notes.



                                       9

<PAGE>   10

                                                                     Year Ended
FORM 10-K            GUARANTEED MORTGAGE CORPORATION III               12/31/95



STATEMENTS OF SHAREHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993



<TABLE>
<CAPTION>
                                           ADDITIONAL                UNREALIZED
                                   COMMON   PAID-IN      RETAINED     GAINS ON
                                    STOCK   CAPITAL      EARNINGS    SECURITIES     TOTAL
                                   ------  ----------  ------------  ----------  -----------
<S>                                <C>     <C>         <C>           <C>         <C>

Balance January 1, 1993 .........  $1,000  $   19,000  $ 10,522,628              $10,542,628

Dividends .......................                       (1,100,877)               (1,100,877)

Net loss ........................                       (1,721,884)               (1,721,884)
                                   ------  ----------  ------------  ----------  -----------

Balance December 31, 1993 .......   1,000      19,000     7,699,867                7,719,867

Dividends .......................                       (2,809,732)               (2,809,732)

Net loss ........................                       (4,394,709)               (4,394,709)
                                   ------  ----------  ------------  ----------  -----------

Balance December 31, 1994 .......   1,000      19,000       495,426                  515,426

Dividends .......................                       (3,236,000)               (3,236,000)

Capital contribution ............           1,094,332                              1,094,332

Unrealized gains on securities ..                                    $1,925,497    1,925,497

Net income ......................                         1,641,498                1,641,498
                                   ------  ----------  ------------  ----------  -----------

Balance December 31, 1995 .......  $1,000  $1,113,332  $(1,099,076)  $1,925,497  $ 1,940,753
                                   ======  ==========  ============  ==========  ===========
</TABLE>


                            See accompanying notes.

                                       10

<PAGE>   11

                                                                     Year Ended
FORM 10-K            GUARANTEED MORTGAGE CORPORATION III               12/31/95


STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
                                                        1995              1994              1993
                                                    ------------     -------------     ------------- 
<S>                                                 <C>              <C>              <C>                  
Cash flows from operating activities:                                                                      
 Net income (loss) ...............................  $  1,641,498     $ (4,394,709)    $  (1,721,884)       
 Adjustments to reconcile net income (loss)                                                                
 to net cash provided by operating activities:                                                             
   Amortization of net mortgage                                                                            
    premiums/discounts ...........................                      2,164,399           469,946        
   Amortization of bond discounts                                                                          
    and issue costs ..............................                      5,038,874           690,354        
   Gain on sale of mortgage-backed securities ....    (2,867,060)                                          
   Loss from early extinguishment of debt ........                                        2,028,327        
   Provision for income tax (benefit) ............     1,094,332       (2,809,732)       (1,100,877)       
Operating changes in cash due to:                                                                          
   Decrease in accrued interest receivable .......       429,087          290,765         1,134,501        
   Increase in accrued liabilities ...............     3,450,221        3,628,078         1,804,631        
                                                    ------------     ------------     -------------        
                                                                                                           
Net cash provided by operating activities ........     3,748,078        3,917,675         3,304,998        
                                                    ------------     ------------     -------------        
                                                                                                           
Cash flows from investing activities:                                                                      
 Principal amortization and prepayments of                                                                 
  held-to-maturity mortgage-backed securities ....    11,719,555       38,353,138        68,328,709        
 Principal amortization and prepayments of                                                                 
  available-for-sale mortgage-backed securities ..     3,185,837                                           
 Transfer of held-to-maturity mortgage-backed                                                              
  securities to affiliated holding company .......                                       75,304,263        
 Sale of available-for-sale mortgage-backed                                                                
  securities .....................................    48,210,715                                           
 Decrease in funds held by trustee ...............       938,980        5,346,071         1,308,530        
                                                    ------------     ------------     -------------        
                                                                                                           
Net cash provided by investing activities ........    64,055,087       43,699,209       144,941,502        
                                                    ------------     ------------     -------------        
                                                                                                           
Cash flows from financing activities:                                                                      
 Bond principal payments .........................   (64,479,901)     (47,453,960)     (148,339,714)       
 Net change in due affiliates ....................       (85,648)        (163,477)           93,281        
 Dividends to parent .............................    (3,236,000)                                          
                                                    ------------     ------------     -------------        
                                                                                                           
Net cash used in financing activities ............   (67,801,549)     (47,617,437)     (148,246,433)       
                                                    ------------     ------------     -------------        
                                                                                                           
Net increase (decrease) in cash ..................         1,616            (553)                67        
                                                                                                           
Cash at beginning of year ........................           450            1,003               936        
                                                    ------------     ------------     -------------        
                                                                                                           
Cash at end of year ..............................  $      2,066     $        450     $       1,003        
                                                    ============     ============     =============        
                                                                                                           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                                         
                                                                                                           
Cash paid during the year for interest ...........  $  5,720,469     $  7,797,852     $  16,644,127        
                                                    ============     ============     =============        
</TABLE>


                            See accompanying notes.

                                       11

<PAGE>   12

                                                                     Year Ended
FORM 10-K            GUARANTEED MORTGAGE CORPORATION III               12/31/95


NOTES TO FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION, RELATED PARTY TRANSACTIONS AND SIGNIFICANT ACCOUNTING
POLICIES

BASIS OF PRESENTATION

     Guaranteed Mortgage Corporation III (GMC III) is a wholly-owned financing
subsidiary of Pulte Financial Companies, Inc. (PFCI), which is a wholly-owned
financing subsidiary of Pulte Corporation.
     GMC III previously engaged in the acquisition of mortgage-backed
securities from affiliates and entered into funding agreements with various
limited purpose financing companies (funding companies), the notes (funding
notes) issued thereunder being secured by mortgage-backed securities.  GMC III
then issued bonds collateralized by such securities or funding notes.  The
mortgage-backed securities are guaranteed by the Government National Mortgage
Association, the Federal National Mortgage Association or the Federal Home Loan
Mortgage Corporation.  GMC III has not initiated any such transactions since
1988 and is presently allowing its balance sheet to liquidate.  As the security
portfolio and the bonds outstanding continue to decline, GMC III's revenues and
expenses will decline accordingly.

RELATED PARTY TRANSACTIONS

     Transactions and arrangements between GMC III and PFCI, Pulte Corporation,
and/or Pulte Home Corporation (PHC), an indirect wholly-owned subsidiary of
Pulte Corporation, are summarized as follows:

     - GMC III has periodic interest-free cash and non-cash advances from
     certain affiliates, the net payable balances of which were $831 and $86,479
     at December 31, 1995 and 1994, respectively. Average month-end balances due
     to (from) these affiliates were $(200,464) and $171,485 during the years
     ended December 31, 1995 and 1994, respectively. Advances payable by GMC III
     to affiliates related initially to the acquisition of mortgage-backed
     securities and have been decreased by operating earnings over the life of
     GMC III.

     - GMC III's taxable income is included in the consolidated tax returns of
     Pulte Corporation. Effective January 1, 1993, GMC III implemented the new  
     method of accounting for income taxes (FAS No. 109) that requires income
     taxes to be provided by subsidiaries based on their own results of
     operations.  GMC III provides for income taxes on a stand alone basis at
     statutory rates.  The related income tax liability or benefit related to
     operations was settled by a contribution from or a dividend to the parent
     corporation and did not represent a cash transaction.  Deferred income
     taxes related to items not included in operations are not pased through to
     the parent corporation.

     - Certain of GMC III's corporate officers are also officers of PFCI, Pulte 
     Corporation, PHC, ICM, and/or other affiliates of GMC III.

     - PFCI incurs certain administrative expenses on behalf of GMC III, for
     which GMC III reimburses PFCI.

     - During the years ended December 31, 1995, 1994 and 1993, GMC III paid    
     $29,040, $33,303 and $45,917, respectively, to PFCI for management fees
     related to the issuance and administration of non-recourse bonds (see 
     Note 3).

     - During the years ended December 31, 1995, 1994 and 1993, GMC III paid    
     dividends to PFCI of $3,236,000, $2,809,732 and $1,100,877, respectively.
     Dividends during 1994 and 1993 related entirely to income tax benefits and
     did not represent cash transactions.

SIGNIFICANT ACCOUNTING POLICIES

     - For the past several years, GMC III has been redeeming its GNMA  
     collateralized bonds at the earliest possible redemption date for each
     individual bond series. The bonds are typically redeemable at certain
     specified dates or when the remaining principal balance of related
     collateral is less than 10% of the collateral's original principal 
     balance.  With the adoption of SFAS No. 115, Accounting for Certain
     Investments in Debt and Equity Securities, on January 1, 1994, GMC III
     determined that SFAS No. 115, paragraph 11-b, allowed for continued
     classification of the GNMA securities as held-to-maturity, since all sales
     of the securities were projected to occur at a point where less than 15% of
     the securities' original principal balance would remain outstanding.  These
     projections were based on actual observed prepayments interpolated out to
     each series' projected redemption date.  The projections indicated
     outstanding principal balance percentages of less than 10%, which was well
     below the 15% threshold for classifying the securities as held-to-maturity.

                                       12

<PAGE>   13

                                                                     Year Ended
FORM 10-K           GUARANTEED MORTGAGE CORPORATION III                12/31/95


NOTES TO FINANCIAL STATEMENTS, CONTINUED

SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

       Given recent prepayment experience, it appears that GMC III will
     liquidate the collateral and redeem the bonds at dates where the remaining
     GNMA securities sale balances will be approximately 20% of the securities'
     original principal amounts. Such collateral sales and bond redemptions are
     projected to occur during 1996.  Although GMC III's management approach and
     intent with respect to these securities remains unchanged, the ability to
     recognize future security sales for accounting purposes as maturities is
     not now applicable given recent updated collateral balance projections for
     the same redemption dates as previously used for all remaining bond series.
     Accordingly, GMC III had reclassified all GNMA securities into the
     available-for-sale category effective September 30, 1995.

     - As a result of continued contraction in net interest spreads, GMC III
     changed its accounting estimate of amortization speeds and expensed all    
     remaining mortgage discount/premium balances, bond discounts and issue
     costs in December 1994.  The net amount of expense relating to this
     write-off amounted to $5,812,061.

     - Gains from the sale of mortgage-backed securities are calculated based 
     on amortized cost.

     - The preparation of the financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and   
     assumptions that affect the amounts reported in the financial statements
     and accompanying notes. Actual results could differ from those estimates.

2.   MORTGAGE-BACKED SECURITIES

     At December 31, 1995, mortgage-backed securities (GNMA certificates) had
an estimated fair market value based on quoted market prices of $56,975,222
which included gross unrealized gains of $3,209,162 on securities with an
amortized cost of $53,766,060. At December 31, 1994, these securities had an
estimated fair market value based on quoted market prices of $115,620,712,
which included gross unrealized gains of $1,605,605 on securities with an
amortized cost of $114,015,107.  Actual maturities of these mortgage-backed
securities may differ from contractual maturities because the issuers of the
securities may have the right to prepay obligations without penalties.


     During the year ended December 31, 1993, GMC III extinguished $79,295,473
of its long-term debt prior to scheduled maturity.  Due to this redemption, GMC
III transferred the related outstanding collateral of $77,044,581 and the
unamortized discount of $1,740,318 associated with this collateral, to its
affiliate, Pulte Financial Holding Company.

3.   BONDS PAYABLE

     During 1995, GMC III redeemed $45,893,582 of its long-term debt prior to
scheduled maturity.  There were no extraordinary losses related to these
redemptions since all bond discounts and issue costs related to these bond
redemptions had been fully amortized prior to their redemption dates.
     Bonds payable at December 31, 1995 and 1994 consisted of one bond issue
(two at December 31, 1994) with a stated interest rate of 9.00% (range of 8.50%
to 9.00% at December 31, 1994).  Weighted average stated interest rates were
9.0% and 8.88% at December 31, 1995 and 1994, respectively.  The bond issue has
classes with serial maturities.  The bond is secured by separate pools of
mortgage-backed securities.  Timing of bond retirements is dependent upon
payments received on mortgage loans.  The bond is further collateralized by
letters of credit in the aggregate amount of $517,000.
     The estimated fair market values of the outstanding bonds payable at
December 31, 1995 and 1994 were $54,682,000 and $115,084,000, respectively.
Fair market value at December 31, 1995 approximated the carrying values of such
bonds since GMC III is anticipating repayment of all debt in late 1996.  Fair
market value of outstanding bonds payable at December 31, 1994 was estimated
using secondary market activity for comparable securities.  Secondary market
activity for these specific securities is limited.
     Under provisions of the bond indenture, funds held by trustee are
restricted so as to assure the payment of principal and interest on the bonds
to the extent of such funds.
     As of December 31, 1995, $61,555,484 was outstanding for three series of
non-recourse bonds issued by GMC III in the initial aggregate principal amount
of $527,300,000, which are secured by funding notes or mortgage-backed
securities in which GMC III has nominal or no ownership interest.  In
accordance with generally accepted accounting principles, these series of bonds
are not treated as borrowings and, accordingly, such bonds and related
collateral are not included on the balance sheet.

                                       13

<PAGE>   14

                                                                      Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95



NOTES TO FINANCIAL STATEMENTS, CONTINUED

4.   EXTRAORDINARY ITEM

     During the year ended December 31, 1993, GMC III extinguished $79,295,473
of its long-term debt prior to scheduled maturity, resulting in an
extraordinary pretax loss of $2,028,327 due to the write-off of unamortized
bond discounts and issue costs.

                                       14

<PAGE>   15

                                                                      Year Ended
FORM 10-K          GUARANTEED MORTGAGE CORPORATION III                  12/31/95



REPORT OF ERNST & YOUNG LLP

INDEPENDENT AUDITORS


THE BOARD OF DIRECTORS AND SHAREHOLDER
GUARANTEED MORTGAGE CORPORATION III

We have audited the accompanying balance sheets of Guaranteed Mortgage
Corporation III as of December 31, 1995 and 1994, and the related statements of
income, shareholder's equity and cash flows for each of the three years in the
period ended December 31, 1995.  Our audits also included the financial
statement schedule listed in the Index at Item 14(a).  These financial
statements and schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements and
schedule 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.

As more fully described in Note 1, Guaranteed Mortgage Corporation III is a
wholly-owned financing subsidiary of Pulte Financial Companies, Inc., which in
turn is a wholly-owned financing subsidiary of Pulte Corporation.  Guaranteed
Mortgage Corporation III has certain transactions with affiliates.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Guaranteed Mortgage
Corporation III at December 31, 1995 and 1994, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

As discussed in Note 1 of the Notes to the Financial Statements, Guaranteed
Mortgage III changed its method of accounting for income taxes in 1993.


                                                               ERNST & YOUNG LLP
Detroit, Michigan
January 18, 1996


                                       15

<PAGE>   16

                                                                      Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95




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

     This item is not applicable.



                                    PART III


     Information in response to this part is omitted pursuant to General
Instruction J(2).


                                    PART IV



ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES
           AND REPORTS ON FORM 8-K

     The following documents are filed as a part of this Annual Report on Form
10-K:

     (a) (1)       Financial Statements
               
                   GUARANTEED MORTGAGE CORPORATION III
                          Balance Sheets at December 31, 1995 and 1994
                          Statements of Operations for the years ended
                              December 31, 1995, 1994 and 1993
                          Statements of Shareholder's Equity 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
                          Report of Ernst & Young LLP, Independent Auditors
               
     (a) (2)       Financial Statement Schedules
               
                   GUARANTEED MORTGAGE CORPORATION III
               
                   IV - Indebtedness of and to Related Parties - Not
                           Current
               
                   All other schedules have been omitted since the required 
                   information is not present, is not present in amounts 
                   sufficient to require submission of the schedule or because
                   the required information is included in the financial 
                   statements or notes thereto.


                                       16

<PAGE>   17

                                                                      Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95



     (a) (3) Exhibits

          3.1          Articles of Incorporation and By-Laws of Guaranteed 
                       Mortgage Corporation III, previously filed as Exhibit
                       3.1 to the Registrant's Registration Statement on Form
                       S-3 (Registration No. 2-93045), are hereby incorporated
                       by reference.

          3.2          Amendment to Articles of Incorporation, previously filed
                       as Exhibit 3 to the Registrant's Current Report on
                       Form 8-K, dated as of September 20, 1984, is hereby
                       incorporated by reference.

          4.1          Indenture between Guaranteed Mortgage Corporation III 
                       and National Bank of Detroit, as trustee, dated as of
                       October 1, 1984, previously filed as Exhibit 4.1 to the
                       Registrant's Current Report on Form 8-K, dated as of
                       September 20, 1984, is hereby incorporated by reference.

          4.2          Series B Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as trustee, dated as of November 1, 1986, previously
                       filed as Exhibit 4 to the Registrant's Current Report on
                       Form 8-K, dated as of November 28, 1986, is hereby
                       incorporated by reference.

          4.3          Series C Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as trustee, dated as of January 1, 1987, previously filed
                       as Exhibit 4 to the Registrant's Current Report on Form
                       8-K, dated as of January 27, 1987, is hereby incorporated
                       by reference.

          4.4          Series D Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as trustee, dated as of April 1, 1987, previously filed
                       as Exhibit 4 to the Registrant's Current Report on Form
                       8-K, dated as of April 29, 1987, is hereby incorporated
                       by reference.

          4.5          Series E Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as trustee, dated as of June 1, 1987, previously filed as
                       Exhibit 4 to the Registrant's Current Report on Form 8-K,
                       dated as of June 26, 1987, is hereby incorporated by
                       reference.

          4.6          Series G Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as trustee, dated as of September 1, 1987, previously
                       filed as Exhibit 4 to the Registrant's Current Report on
                       Form 8-K, dated as of September 29, 1987, is hereby
                       incorporated by reference.

                                       17

<PAGE>   18

                                                                      Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95



          4.7          Series F Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as trustee, dated as of October 1, 1987, previously filed
                       as Exhibit 4 to the Registrant's Current Report on Form
                       8-K, dated as of October 29, 1987, is hereby incorporated
                       by reference.

          4.8          Series H Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as trustee, dated as of November 1, 1987, previously
                       filed as Exhibit 4 to the Registrant's Current Report on
                       Form 8-K, dated as of November 24, 1987, is hereby
                       incorporated by reference.

          4.9          Series I Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as trustee, dated as of November 1, 1987, previously
                       filed as Exhibit 4 to the Registrant's Current Report on
                       Form 8-K, dated as of November 25, 1987, is hereby
                       incorporated by reference.

         4.10          Series J Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as Trustee, dated as of January 1, 1988, previously filed
                       as Exhibit 4 to the Registrant's Current Report on Form
                       8-K, dated as of January 28, 1988, is hereby incorporated
                       by reference.

         4.11          Series K Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as Trustee, dated as of February 1, 1988, previously
                       filed as Exhibit 4 to the Registrant's Current Report on
                       Form 8-K, dated as of February 26, 1988, is hereby
                       incorporated by reference.

         4.12          Series L Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit, as
                       Trustee, dated as of March 1, 1988, previously filed
                       as Exhibit 4 to the Registrant's Current Report on Form
                       8-K, dated as of March 30, 1988, is hereby incorporated
                       by reference.

         4.13          Series M Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as Trustee, dated as of March 1, 1988, previously filed
                       as Exhibit 4.1 to the Registrant's Current Report on Form
                       8-K, dated as of March 30, 1988, is hereby incorporated
                       by reference.

         4.14          Series N Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit, as
                       Trustee, dated as of May 1, 1988, previously filed
                       as Exhibit 4 to the Registrant's Current Report on Form
                       8-K, dated as of May 26, 1988, is hereby incorporated by
                       reference.


                                       18

<PAGE>   19

                                                                      Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95



          4.15         First Amendment to Series L Supplement to Indenture 
                       between Guaranteed Mortgage Corporation III and
                       National Bank of Detroit, as Trustee, dated as of June 1,
                       1988, previously filed as Exhibit 4 to the Registrant's
                       Current Report on Form 8-K, dated as of June 15, 1988, is
                       hereby incorporated by reference.

          4.16         First Amendment to Series M Supplement to Indenture 
                       between Guaranteed Mortgage Corporation III and
                       National Bank of Detroit, as Trustee, dated as of June 1,
                       1988, previously filed as Exhibit 4.1 to the Registrant's
                       Current Report on Form 8-K, dated as of June 15, 1988, is
                       hereby incorporated by reference.

          4.17         Series O Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as Trustee, dated as of July 1, 1988, previously filed as
                       Exhibit 4 to the Registrant's Current Report on Form 8-K,
                       dated as of July 22, 1988, is hereby incorporated by
                       reference.

          9.1          Pledge Agreement between Pulte Financial Companies, 
                       Inc., and First National Bank of Minneapolis, as pledgee,
                       previously filed as Exhibit 4 to the Registrant's Current
                       Report on Form 8-K, dated as of September 20, 1984, is
                       hereby incorporated by reference.

         10.1          Underwriting Agreement Standard Provisions incorporated 
                       by reference into the Underwriting Agreements filed as
                       Exhibits 10.2 and 10.4, previously filed as Exhibit 1.1
                       to the Registrant's Current Report on Form 8-K dated as
                       of September 20, 1984, is hereby incorporated by
                       reference.

         10.2          Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III and Pulte Home Corporation, on the one
                       hand, and The First Boston Corporation, on the other,
                       dated October 2, 1986, previously filed as Exhibit 1 to
                       the Registrant's Current Report on Form 8-K, dated as of
                       November 28, 1986, is hereby incorporated by reference.

         10.3          Terms Agreement between Guaranteed Mortgage Corporation 
                       III and Pulte Home Corporation, on the one hand,
                       and The First Boston Corporation, on the other, dated
                       October 2, 1986, previously filed as Exhibit 1.1 to the
                       Registrant's Current Report on Form 8-K, dated as of
                       November 28, 1986, is hereby incorporated by reference.

                                       19

<PAGE>   20

                                                                      Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95



         10.4          Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III and Pulte Home Corporation, on the one
                       hand, and The First Boston Corporation, on the other,
                       dated December 9, 1986, previously filed as Exhibit 1 to
                       the Registrant's Current Report on Form 8-K, dated as of
                       January 27, 1987, is hereby incorporated by reference.

         10.5          Terms Agreement between Guaranteed Mortgage Corporation 
                       III and Pulte Home Corporation, on the one hand,
                       and The First Boston Corporation, on the other, dated
                       December 9, 1986, previously filed as Exhibit 1.1 to the
                       Registrant's Current Report on Form 8-K, dated as of
                       January 27, 1987, is hereby incorporated by reference.

         10.6          Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Robert W.
                       Baird & Co. Incorporated and Morgan Keegan & Company,
                       Inc., on the other, dated April 6, 1987, previously filed
                       as Exhibit 1 to the Registrant's Current Report on Form
                       8-K, dated as of April 29, 1987, is hereby incorporated
                       by reference.

         10.7          Underwriting Agreement Basic Provisions, incorporated 
                       by reference into the Underwriting Agreement filed as
                       Exhibit 10.6, previously filed as Exhibit 1.1 to the
                       Registrant's Current Report on Form 8-K, dated as of
                       April 29, 1987, is hereby incorporated by reference.

         10.8          Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Shearson
                       Lehman Brothers Inc. and Blunt Ellis & Loewi
                       Incorporated, on the other, dated June 11, 1987,
                       previously filed as Exhibit 1 to the Registrant's Current
                       Report on Form 8-K, dated as of June 26, 1987, is hereby
                       incorporated by reference.

         10.9          Underwriting Agreement Basic Provisions, incorporated 
                       by reference into the Underwriting Agreement filed as
                       Exhibit 10.8, previously filed as Exhibit 1.1 to the
                       Registrant's Current Report on Form 8-K, dated as of June
                       26, 1987, is hereby incorporated by reference.

         10.10         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Robert W.
                       Baird & Co. Incorporated, A.G. Edwards & Sons, Inc.,
                       J.J.B. Hilliard, W.L. Lyons, Inc. and Morgan Keegan &
                       Company, Inc., on the other, dated August 24, 1987,
                       previously filed as Exhibit 1 to the Registrant's Current
                       Report on Form 8-K, dated as of September 29, 1987, is
                       hereby incorporated by reference.


                                       20

<PAGE>   21

                                                                      Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95



         10.11         Underwriting Agreement Basic Provisions, incorporated 
                       by reference into the Underwriting Agreements filed as
                       Exhibit 10.10, 10.12 and 10.15, previously filed as
                       Exhibit 1.1 to the Registrant's Current Report on Form
                       8-K, dated as of September 29, 1987, is hereby
                       incorporated by reference.

         10.12         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Robert W. Baird &
                       Co. Incorporated, Blunt Ellis & Loewi Incorporated,
                       Boettcher & Company, Inc. and J.C. Bradford & Co., on
                       the other, dated September 22, 1987, previously filed as
                       Exhibit 1 to the Registrant's Current Report on Form
                       8-K, dated as of October 29, 1987, is hereby
                       incorporated by reference.

         10.13         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III and Dean Witter Reynolds Inc., dated
                       November 3, 1987, previously filed as Exhibit 1 to the
                       Registrant's Current Report on Form 8-K, dated as of
                       November 24, 1987, is hereby incorporated by reference.

         10.14         Underwriting Agreement Basic Provisions, incorporated 
                       by reference into the Underwriting Agreement filed as
                       Exhibit 10.13, previously filed as Exhibit 1.1 to the
                       Registrant's Current Report on Form 8-K, dated as of
                       November 24, 1987, is hereby incorporated by reference.

         10.15         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Robert W. Baird &
                       Co. Incorporated, Blunt Ellis & Loewi Incorporated,
                       Boettcher & Company, Inc., J.C. Bradford & Co. and
                       Stifel, Nicolas and Company Incorporated, on the other,
                       dated October 29, 1987, previously filed as Exhibit 1 to
                       the Registrant's Current Report on Form 8-K, dated as of
                       November 25, 1987, is hereby incorporated by reference.

         10.16         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Blunt Ellis &
                       Loewi Incorporated, Robert W. Baird & Co. Incorporated
                       and J.C. Bradford & Co, on the other, dated January 11,
                       1988, previously filed as Exhibit 1 to the Registrant's
                       Current Report on Form 8-K, dated as of January 28,
                       1988, is hereby incorporated by reference.

         10.17         Underwriting Agreement Basic Provisions,incorporated by
                       reference into the Underwriting Agreements filed as
                       Exhibits 10.16, 10.18, 10.23 and 10.24, previously filed
                       as Exhibit 1.1 to the Registrant's Current Report on
                       Form 8-K, dated as of January 28, 1988, is hereby
                       incorporated by reference.

                                       21

<PAGE>   22

                                                                      Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95



         10.18         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Blunt Ellis &
                       Loewi Incorporated, Robert W. Baird & Co. Incorporated,
                       Boettcher & Co., Inc. and Piper, Jaffray & Hopwood
                       Incorporated, on the other, dated January 20, 1988,
                       previously filed as Exhibit 4 to the Registrant's
                       Current Report on Form 8-K, dated as of February 26,
                       1988, is hereby incorporated by reference.

         10.19         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the other hand, and Dean Witter
                       Reynolds Inc., on behalf of itself and the other
                       underwriters listed on Schedule A to the Underwriting
                       Agreement, on the other, dated January 28, 1988,
                       previously filed as Exhibit 1 to the Registrant's
                       Current Report on Form 8-K, dated as of March 30, 1988,
                       is hereby incorporated by reference.

         10.20         Underwriting Agreement Basic Provisions, incorporated 
                       by reference into the Underwriting Agreement filed as
                       Exhibit 10.19, previously filed as Exhibit 1.1 to the
                       Registrant's Current Report on Form 8-K, dated as of
                       March 30, 1988, is hereby incorporated by reference.

         10.21         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the other hand, and Shearson Lehman
                       Hutton Inc., on behalf of itself and the other
                       underwriters listed on Schedule I to the Underwriting
                       Agreement, on the other, dated February 5, 1988,
                       previously filed as Exhibit 1.2 to the Registrant's
                       Current Report on Form 8-K, dated as of March 30, 1988,
                       is hereby incorporated by reference.

         10.22         Underwriting Agreement Basic Provisions, incorporated 
                       by reference into the Underwriting Agreement filed as
                       Exhibit 10.21, previously filed as Exhibit 1.3 to the
                       Registrants' Current Report on Form 8-K, dated as of
                       March 30, 1988, is hereby incorporated by reference.

         10.23         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Blunt Ellis &
                       Loewi Incorporated, A.G. Edwards & Sons, Inc. and J.C.
                       Bradford & Co., on the other, dated April 28, 1988,
                       previously filed as Exhibit 1 to the Registrant's
                       Current Report on Form 8-K, dated as of May 26, 1988, is
                       hereby incorporated by reference.

                                       22

<PAGE>   23

                                                                      Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95



         10.24         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Blunt Ellis &
                       Loewi Incorporated and J.C. Bradford & Co., on the
                       other, dated June 15, 1988, previously filed as Exhibit
                       1 to the Registrant's Current Report on Form 8-K, dated
                       as of July 22, 1988, is hereby incorporated by
                       reference.

         27            Financial Data Schedules


     (b) Reports on Form 8-K

     No reports on Form 8-K have been filed during the last quarter of the
fiscal year covered by this Report.




                                       23

<PAGE>   24

                                                                      Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95



                      SCHEDULE IV - INDEBTEDNESS OF AND TO
                         RELATED PARTIES - NOT CURRENT
                                ($000's omitted)



<TABLE>
<CAPTION>
                                     Year Ended    Year Ended    Year Ended
                                   December 31,  December 31,  December 31,
                                           1995          1994          1993
                                   ------------  ------------  ------------
    <S>                            <C>           <C>           <C>

    Advances from affiliates:

     Balance at beginning of year  $         86  $        250  $        157
     Additions                            3,976         1,021        80,965
     Reductions                         (4,061)       (1,185)      (80,872)
                                   ------------  ------------  ------------

     Balance at end of year        $          1  $         86  $        250
                                   ============  ============  ============
</TABLE>



































                                       24

<PAGE>   25

                                                                      Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95



                                   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, on March 20, 1996.

                                             GUARANTEED MORTGAGE CORPORATION III



                                             By  /s/JAMES A. WEISSENBORN
                                                 -------------------------------
                                                 James A. Weissenborn, President


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


<TABLE>
<CAPTION>
             Name                         Title                   Date
             ----                         -----                   ----       
    <S>                      <C>                             <C>
    /s/JAMES A. WEISSENBORN  President                       March 20, 1996
    -----------------------  (Principal Executive Officer)
    James A. Weissenborn     and Director                 
                                                          


    /s/BRUCE E. ROBINSON     Vice President-Finance          March 20, 1996
    -----------------------  and Treasurer   
    Bruce E. Robinson        (Principal Financial Officer)   
                             and Director


    /s/ANNA M. CECE          Assistant Secretary             March 20, 1996
    -----------------------  and Controller  
    Anna M. Cece             (Principal Accounting Officer)    
                             
</TABLE>













                                       25

<PAGE>   26

                                                                      Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95



                               INDEX TO EXHIBITS

          3.1          Articles of Incorporation and By-Laws of Guaranteed 
                       Mortgage Corporation III, previously filed as Exhibit
                       3.1 to the Registrant's Registration Statement on Form
                       S-3 (Registration No. 2-93045), are hereby incorporated
                       by reference.

          3.2          Amendment to Articles of Incorporation, previously 
                       filed as Exhibit 3 to the Registrant's Current Report on
                       Form 8-K, dated as of September 20, 1984, is hereby
                       incorporated by reference.

          4.1          Indenture between Guaranteed Mortgage Corporation III 
                       and National Bank of Detroit, as trustee, dated as of
                       October 1, 1984, previously filed as Exhibit 4.1 to the
                       Registrant's Current Report on Form 8-K, dated as of
                       September 20, 1984, is hereby incorporated by reference.

          4.2          Series B Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as trustee, dated as of November 1, 1986, previously
                       filed as Exhibit 4 to the Registrant's Current Report on
                       Form 8-K, dated as of November 28, 1986, is hereby
                       incorporated by reference.

          4.3          Series C Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as trustee, dated as of January 1, 1987, previously filed
                       as Exhibit 4 to the Registrant's Current Report on Form
                       8-K, dated as of January 27, 1987, is hereby incorporated
                       by reference.

          4.4          Series D Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as trustee, dated as of April 1, 1987, previously filed
                       as Exhibit 4 to the Registrant's Current Report on Form
                       8-K, dated as of April 29, 1987, is hereby incorporated
                       by reference.

          4.5          Series E Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as trustee, dated as of June 1, 1987, previously filed as
                       Exhibit 4 to the Registrant's Current Report on Form 8-K,
                       dated as of June 26, 1987, is hereby incorporated by
                       reference.

          4.6          Series G Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as trustee, dated as of September 1, 1987, previously
                       filed as Exhibit 4 to the Registrant's Current Report on
                       Form 8-K, dated as of September 29, 1987, is hereby
                       incorporated by reference.


                                       26

<PAGE>   27

                                                                      Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95



          4.7          Series F Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as trustee, dated as of October 1, 1987, previously filed
                       as Exhibit 4 to the Registrant's Current Report on Form
                       8-K, dated as of October 29, 1987, is hereby incorporated
                       by reference.
                       
          4.8          Series H Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as trustee, dated as of November 1, 1987, previously
                       filed as Exhibit 4 to the Registrant's Current Report on
                       Form 8-K, dated as of November 24, 1987, is hereby
                       incorporated by reference.

          4.9          Series I Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as trustee, dated as of November 1, 1987, previously
                       filed as Exhibit 4 to the Registrant's Current Report on
                       Form 8-K, dated as of November 25, 1987, is hereby
                       incorporated by reference.

          4.10         Series J Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as Trustee, dated as of January 1, 1988, previously filed
                       as Exhibit 4 to the Registrant's Current Report on Form
                       8-K, edited as of January 1, 1988, is hereby incorporated
                       by reference.

          4.11         Series K Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as Trustee, dated as of February 1, 1988, previously
                       filed as Exhibit 4 to the Registrant's Current Report on
                       Form 8-K, dated as of February 26, 1988, is hereby
                       incorporated by reference.

          4.12         Series L Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as Trustee, dated as of March 1, 1988, previously filed
                       as Exhibit 4 to the Registrant's Current Report on Form
                       8-K, dated as of March 30, 1988, is hereby incorporated
                       by reference.

          4.13         Series M Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as Trustee, dated as of March 1, 1988, previously filed
                       as Exhibit 4.1 to the Registrant's Current Report on Form
                       8-K, dated as of March 30, 1988, is hereby incorporated
                       by reference.

          4.14         Series N Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as Trustee, dated as of May 1, 1988, previously filed as
                       Exhibit 4 to the Registrant's Current Report on Form 8-K,
                       dated as of May 26, 1988, is hereby incorporated by
                       reference.

                                       27

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FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95



          4.15         First Amendment to Series L Supplement to Indenture 
                       between Guaranteed Mortgage Corporation III and National
                       Bank of Detroit, as Trustee, dated as of June 1, 1988,
                       previously filed as Exhibit 4 to the Registrant's Current
                       Report on Form 8-K, dated as of June 15, 1988, is hereby
                       incorporated by reference.

          4.16         First Amendment to Series M Supplement to Indenture 
                       between Guaranteed Mortgage Corporation III and National
                       Bank of Detroit, as Trustee, dated as of June 1, 1988,
                       previously filed as Exhibit 4.1 to the Registrant's
                       Current Report on Form 8-K, dated as of June 15, 1988, is
                       hereby incorporated by reference.

          4.17         Series O Supplement to Indenture between Guaranteed 
                       Mortgage Corporation III and National Bank of Detroit,
                       as Trustee, dated as of July 1, 1988, previously filed as
                       Exhibit 4 to the Registrant's Current Report on Form 8-K,
                       dated as of July 22, 1988, is hereby incorporated by
                       reference.

          9.1          Pledge Agreement between Pulte Financial Companies, 
                       Inc., and First National Bank of Minneapolis, as
                       pledgee, previously filed as Exhibit 4 to the
                       Registrant's Current Report on Form 8-K, dated as of
                       September 20, 1984, is hereby incorporated by reference.

         10.1          Underwriting Agreement Standard Provisions incorporated
                       by reference into the Underwriting Agreements filed as
                       Exhibit 10.2 and 10.4, previously filed as Exhibit 1.1
                       to the Registrant's Current Report on Form 8-K dated as
                       of September 20, 1984, is hereby incorporated by
                       reference.

         10.2          Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III and Pulte Home Corporation, on the one
                       hand, and The First Boston Corporation, on the other,
                       dated October 2, 1986, previously filed as Exhibit 1 to
                       the Registrant's Current Report on Form 8-K, dated as of
                       November 28, 1986, is hereby incorporated by reference.

         10.3          Terms Agreement between Guaranteed Mortgage Corporation
                       III and Pulte Home Corporation, on the one hand, and
                       The First Boston Corporation, on the other, dated
                       October 2, 1986, previously filed as Exhibit 1.1 to the
                       Registrant's Current Report on Form 8-K, dated as of
                       November 28, 1986, is hereby incorporated by reference.

                                       28

<PAGE>   29

                                                                      Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95



         10.4          Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III and Pulte Home Corporation, on the one
                       hand, and The First Boston Corporation, on the other,
                       dated December 9, 1986, previously filed as Exhibit 1 to
                       the Registrant's Current Report on Form 8-K, dated as of
                       January 27, 1987, is hereby incorporated by reference.

         10.5          Terms Agreement between Guaranteed Mortgage Corporation
                       III and Pulte Home Corporation, on the one hand, and
                       The First Boston Corporation, on the other, dated
                       December 9, 1986, previously filed as Exhibit 1.1 to the
                       Registrant's Current Report on Form 8-K, dated as of
                       January 27, 1987, is hereby incorporated by reference.

         10.6          Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Robert W. Baird &
                       Co. Incorporated and Morgan Keegan & Company, Inc., on
                       the other, dated April 6, 1987, previously filed as
                       Exhibit 1 to the Registrant's Current Report on Form
                       8-K, dated as of April 29, 1987, is hereby incorporated
                       by reference.

         10.7          Underwriting Agreement Basic Provisions, incorporated 
                       by reference into the Underwriting Agreement filed as
                       Exhibit 10.6, previously filed as Exhibit 1.1 to the
                       Registrant's Current Report on Form 8-K, dated as of
                       April 29, 1987, is hereby incorporated by reference.

         10.8          Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Shearson Lehman
                       Brothers Inc. and Blunt Ellis & Loewi Incorporated, on
                       the other, dated June 11, 1987, previously filed as
                       Exhibit 1 to the Registrant's Current Report on Form
                       8-K, dated as of June 26, 1987, is hereby incorporated
                       by reference.

         10.9          Underwriting Agreement Basic Provisions, incorporated 
                       by reference into the Underwriting Agreement filed as
                       Exhibit 10.8, previously filed as Exhibit 1.1 to the
                       Registrant's Current Report on Form 8-K, dated as of
                       June 26, 1987, is hereby incorporated by reference.

         10.10         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Robert W. Baird &
                       Co. Incorporated, A.G. Edwards & Sons, Inc., J.J.B.
                       Hilliard, W.L. Lyons, Inc. and Morgan Keegan & Company,
                       Inc., on the other, dated August 24, 1987, previously
                       filed as Exhibit 1 to the Registrant's Current Report on
                       Form 8-K, dated as of September 29, 1987, is hereby
                       incorporated by reference.

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                                                                      Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95



         10.11         Underwriting Agreement Basic Provisions, incorporated 
                       by reference into the Underwriting Agreements filed as
                       Exhibit 10.10, 10.12 and 10.15, previously filed as
                       Exhibit 1.1 to the Registrant's Current Report on Form
                       8-K, dated as of September 29, 1987, is hereby
                       incorporated by reference.

         10.12         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Robert W. Baird &
                       Co. Incorporated, Blunt Ellis & Loewi Incorporated,
                       Boettcher & Company, Inc. and J.C. Bradford & Co., on
                       the other, dated September 22, 1987, previously filed as
                       Exhibit 1 to the Registrant's Current Report on Form
                       8-K, dated as of October 29, 1987, is hereby
                       incorporated by reference.

         10.13         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III and Dean Witter Reynolds Inc., dated
                       November 3, 1987, previously filed as Exhibit 1 to the
                       Registrant's Current Report on Form 8-K, dated as of
                       November 24, 1987, is hereby incorporated by reference.

         10.14         Underwriting Agreement Basic Provisions, incorporated 
                       by reference into the Underwriting Agreement filed as
                       Exhibit 10.13, previously filed as Exhibit 1.1 to the
                       Registrant's Current Report on Form 8-K, dated as of
                       November 24, 1987, is hereby incorporated by reference.

         10.15         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Robert W. Baird &
                       Co. Incorporated, Blunt Ellis & Loewi Incorporated,
                       Boettcher & Company, Inc., J.C. Bradford & Co. and
                       Stifel, Nicolas and Company Incorporated, on the other,
                       dated October 29, 1987, previously filed as Exhibit 1 to
                       the Registrant's Current Report on Form 8-K, dated as of
                       November 25, 1987, is hereby incorporated by reference.

         10.16         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Blunt Ellis &
                       Loewi Incorporated, Robert W. Baird & Co. Incorporated
                       and J.C. Bradford & Co, or the other, dated January 11,
                       1988, previously filed as Exhibit 1 to the Registrant's
                       Current Report on Form 8-K, dated as of January 28,
                       1988, is hereby incorporated by reference.

         10.17         Underwriting Agreement Basic Provisions, incorporated 
                       by reference into the Underwriting Agreements filed as
                       Exhibits 10.16 and 10.18, previously filed as Exhibit
                       1.1 to the Registrant's Current Report or Form 8-K,
                       dated as of January 28, 1988, is hereby incorporated by
                       reference. 

                                     30

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                                                                      Year Ended
FORM 10-K             GUARANTEED MORTGAGE CORPORATION III               12/31/95


         10.18         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Blunt Ellis &
                       Loewi Incorporated, Robert W. Baird & Co. Incorporated,
                       Boettcher & Co., Inc. and Piper, Jaffray & Hopwood
                       Incorporated, on the other, dated January 20, 1988,
                       previously filed as Exhibit 4 to the Registrant's
                       Current Report on Form 8-K, dated as of February 26,
                       1988, is hereby incorporated by reference.

         10.19         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the other hand, and Dean Witter
                       Reynolds Inc., on behalf of itself and the other
                       underwriters listed on Schedule A to the Underwriting
                       Agreement, on the other, dated January 28, 1988,
                       previously filed as Exhibit 1 to the Registrant's
                       Current Report on Form 8-K, dated as of March 30, 1988,
                       is hereby incorporated by reference.

         10.20         Underwriting Agreement Basic Provisions, incorporated 
                       by reference into the Underwriting Agreement filed as
                       Exhibit 10.19, previously filed as Exhibit 1.1 to the
                       Registrant's Current Report on Form 8-K, dated as of
                       March 30, 1988, is hereby incorporated by reference.

         10.21         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the other hand, and Shearson Lehman
                       Hutton Inc., on behalf of itself and the other
                       underwriters listed on Schedule I to the Underwriting
                       Agreement, on the other, dated February 5, 1988,
                       previously filed as Exhibit 1.2 to the Registrant's
                       Current Report on Form 8-K, dated as of March 30, 1988,
                       is hereby incorporated by reference.

         10.22         Underwriting Agreement Basic Provisions, incorporated 
                       by reference into the Underwriting Agreement filed as
                       Exhibit 10.21, previously filed as Exhibit 1.3 to the
                       Registrant's Current Report on Form 8-K, dated as of
                       March 30, 1988, is hereby incorporated by reference.

         10.23         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Blunt Ellis &
                       Loewi Incorporated, A.G. Edwards & Sons, Inc. and J.C.
                       Bradford & Co., on the other, dated April 28, 1988,
                       previously filed as Exhibit 1 to the Registrant's
                       Current Report on Form 8-K, dated as of May 26, 1988, is
                       hereby incorporated by reference.

         10.24         Underwriting Agreement between Guaranteed Mortgage 
                       Corporation III, on the one hand, and Blunt Ellis &
                       Loewi Incorporated and J.C. Bradford & Co., on the
                       other, dated June 15, 1988, previously filed as Exhibit
                       1 to the Registrant's Current Report on Form 8-K, dated
                       as of July 22, 1988, is hereby incorporated by
                       reference.

            27         Financial Data Schedules


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