<PAGE>







                         UNITED STATES
                SECURITIES & EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                            FORM 10-K405

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

  For the year ended December 31, 1996        Commission File No. 33-76642

                    RAY ELLISON MORTGAGE ACCEPTANCE CORP.
                    -------------------------------------
          (Exact name of registrant as specified in its charter)

 Incorporated in Texas                               74-2337351
 ----------------------------             ------------------------------
 State or other jurisdiction of           (I.R.S. Employer Identification
 incorporation or organization)            Number)

               70 N.E. Loop 410, Suite 545  San Antonio, Texas 78216
        -------------------------------------------------------------
           (Address of principal executive offices)  (Zip Code)

     Registrant's telephone number, including area code:  (210) 342-1085
                                                           --------------

      Securities registered pursuant to Section 12(b) of the Act:
                                  None

        Securities registered pursuant to Section 12(g) of the Act:
                                 None

  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
  filing requirements for the past 90 days.

                            Yes  X   No
                                ---     ----

  Aggregate  market  value  of  voting  stock  held  by  non-affiliates  of  the
  registrant at March 20, 1997:
                                 None

   Number of shares of Common Stock outstanding at March 20, 1997:
                             10,000 shares

<PAGE>



Item 1. Business


        Ray Ellison Mortgage Acceptance Corp. ("REMAC") was incorporated in
     the State of Texas on October 1, 1984 and is a wholly-owned subsidiary
     of Ray Ellison Mortgage Investment Corp. ("REMIC"). Ray Ellison
     Industries, Inc. is the parent company of REMIC and the ultimate
     corporate parent of REMAC. REMAC's principal office is located at 70 NE
     Loop 410, Suite 545, San Antonio, Texas  78216.  Its telephone number
     is (210)342-1085.

        REMAC was  organized  for the purpose of  facilitating  the financing of
     long-term  residential  mortgage loans and does not intend to engage in any
     business  or   investment   activities   other  than  issuing  and  selling
     GNMA-Collateralized  Bonds and  acquiring,  owning,  holding,  pledging and
     dealing with GNMA  securities to be pledged as  collateral  for such Bonds,
     together with any activities incidental to the foregoing. Substantially all
     of the  assets of REMAC  consist of the GNMA  securities  pledged to secure
     specific series of its GNMA-Collateralized Bonds. REMAC's term of existence
     is not limited under its Articles of Incorporation.

        Article Three of REMAC's Articles of Incorporation  limits the nature of
     the  business  to be  conducted  by REMAC to (a)  issuing  and  selling its
     GNMA-Collateralized  Bonds,  notes  or  other  obligations  which  a  Texas
     corporation  is  authorized  to  issue,  which  Bonds  shall  be rated by a
     nationally  recognized  investment  rating  agency and given that  agency's
     highest bond rating, (b) buying, selling, holding, transferring,  pledging,
     assigning,  refinancing or otherwise  dealing in GNMA  securities,  and (c)
     doing  anything else required or suitable and  convenient to accomplish the
     foregoing.


Item 2. Properties

        The Company neither owns nor leases any buildings or real estate.


Item 3. Legal Proceedings

        The  Company  is not  involved  in any  pending  litigation,  nor is the
     Company aware of any proceedings contemplated by governmental authorities.

Item 4. Submission of Matters to a Vote of Security Holders

        Not Applicable.


Item 5. Market for the Registrant's Common Stock and Related Security
Holder Matters

        All of REMAC's outstanding common stock is owned by Ray Ellison Mortgage
     Investment Corp. Accordingly, there is no market for its common stock.

         During the year ended December 31, 1995, the Company  declared and paid
     $2,000,000 in cash dividends. REMAC did not pay any dividends in 1996.

<TABLE>
Item 6.  Selected Financial Data
<CAPTION>

                                In Thousands of Dollars
                      ---------------------------------------------
                    1996        1995       1994      1993      1992
<S>                 <C>        <C>       <C>       <C>        <C>
Interest Income     $30,701    $35,245    $30,928   $32,636   $47,157

Interest Expense     30,186     34,757     30,524    31,599    46,656

Total Assets        434,009    459,002    476,666   365,326   511,043

Bonds Payable       418,427    429,652    491,864   357,160   488,117

</TABLE>

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.

                     Year ended December 31, 1996


        As of December  31,  1996,  the Company has  completed  the  issuance of
     ninety  Series of its  GNMA-Collateralized  Bonds  (Bonds).  Each Series of
     Bonds has been  assigned a bond rating of AAA by  Standard & Poors  Ratings
     Group. Proceeds from the sale of each Series of Bonds have been used by the
     Company  to  purchase  GNMA  (Government  National  Mortgage   Association)
     securities from  affiliated  companies.  The GNMA securities  purchased are
     pledged as collateral for one or more Series of the Company's Bonds.


        From time to time, the Company has  substituted or deposited  additional
     GNMA  securities  to  below-market  Bond  Series  in  accordance  with  the
     Indentures  under which the Bonds are issued.  Management  anticipates that
     such  substitution  or deposit of additional  GNMA securities in these Bond
     Series will defer redemptions in the Bond series affected.

        Additionally, from time to time the Company has substituted or withdrawn
     GNMA securities  securing  above-market Bond Series to the extent permitted
     by the  Indentures.  Management  anticipates  that  such  substitutions  or
     withdrawals  of GNMA  securities  will  accelerate  redemptions in the Bond
     Series affected.

        As of December 31, 1996,  the Company has exercised its option to redeem
     its Series 1985A through 1985K Bonds, its Series 1986A through 1986J Bonds,
     its Series 1987A through 1987F Bonds, its Series 1988A through 1988M Bonds,
     its Series  1989A and Series 1989B Bonds,  its Series 1990A  through  1990H
     Bonds,  and its Series  1991A  through  1991J Bonds.  These calls  produced
     significant gains for the Company.  The Company has exercised its option to
     redeem  GMNA-Collateralized  Bond Series  whenever the Series were callable
     and the interest rate on the series was above the current  market  interest
     rate.  Management  anticipates calling any above-market  interest rate Bond
     Series at the  earliest  date  permitted  under the  respective  prospectus
     supplement for such Bond Series.

        The Company  anticipates that receipts from the GNMA securities securing
     each outstanding series of Bonds together with reinvestment  income thereon
     and funds  available in any expense funds which may be established for such
     series,  will be adequate to meet the Company's cash flow  requirements  to
     pay  administrative  expenses  and the  principal  of and  interest on each
     series of Bonds as they become due.  The  Company  does not have,  nor does
     management  expect that the Company will have,  any  significant  source of
     cash flow other than capital  contributions from its parent and/or advances
     from its  affiliates  and receipts on collateral  securing Bonds which have
     been or may be issued by the Company.

        Because each series of outstanding  Bonds is secured by GNMA  securities
     paying  interest and principal at specified  rates backed by existing pools
     of mortgage loans,  and because payment on outstanding  Bonds issued by the
     Company  are at fixed  interest  rates,  management  does not  expect  that
     changes in economic factors will significantly affect the Company's ability
     to meet its obligations as they come due.

        In May 1993 the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards No. 115, "Accounting for Certain Investments
     in Debt and Equity Securities,"  effective for fiscal years beginning after
     December 15, 1993.  The Company  adopted the provisions of the new standard
     for investments held as of or acquired after January 1, 1994. Under the new
     rules,  debt  securities that the Company does not have the positive intent
     and  ability to hold to  maturity  are  carried at fair  value.  Unrealized
     holding gains and losses on securities classified as available-for-sale are
     carried as a separate component of shareholders' equity.

        All GNMA securities are classified as  available-for-sale  as of January
     1, 1994.  Accordingly,  GNMA  securities are reflected on the  accompanying
     balance sheet at fair value,  with the unrealized gains and losses,  net of
     tax reported in a separate category of shareholders'  equity. In accordance
     with FAS 115, prior period  financial  statements have not been restated to
     reflect  the  change  in  accounting  principal.  The  opening  balance  of
     stockholders' equity was increased  $14,500,000 (net of tax),  representing
     the recognition of unrealized appreciation, for the Company's investment
     in  GNMA's  determined  to be  available-for-sale,  which  were  previously
     carried at amortized  cost.  At December 31, 1994,  application  of FAS 115
     resulted in a reduction in  stockholder's  equity of $24,491,230 net of -0-
     taxes,  for the Company's  investment in GNMA  securities  determined to be
     available-for-sale.  At December 31, 1995,  application of FAS 115 resulted
     in an increase in stockholders  equity of $14,427,611 (net of $7,432,405 in
     deferred income taxes)  representing  the net unrealized gain on securities
     classified as available-for-sale.  At December 31, 1996, application of FAS
     115 resulted in an increase in  stockholders  equity of $4,886,757  (net of
     $2,517,420 in deferred income taxes)  representing  the net unrealized gain
     on securities classified as available-for-sale.

        The Company  wishes to emphasize that due to the nature of its business,
     the   GNMA   securities   carried   as   available-for-sale   collateralize
     GNMA-collateralized  bonds,  and the  securities are not salable before the
     bonds are callable,  at some future date. In addition,  the market value of
     GNMA  securities   fluctuates   significantly  as  interest  rates  change;
     therefore,  the  market  values  of the GNMA  securities  as of the  future
     redemption  dates may vary  significantly  from the current  date,  and the
     realization  of the  unrealized  gains is not assured.  When market is such
     that the value of GNMA  securities is less than amortized cost, the Company
     has the  expectation  that they would be held to maturity as collateral for
     the  related  GNMA-collateralized  Bonds,  or until the market  value rose,
     whichever  is sooner,  and the Company  would not  realize  any  unrealized
     losses.  Thus, no tax benefit is recognized for  unrealized  losses for the
     Company's investment in GNMA's.

 Item 8.  Financial Statements and Supplementary Data:

        See Next Page

<PAGE>



                                                                             







                Report of Ernst & Young LLP, Independent Auditors


Board of Directors
Ray Ellison Mortgage Acceptance Corp.

We  have  audited  the  accompanying  balance  sheets  of Ray  Ellison  Mortgage
Acceptance  Corp., a wholly owned subsidiary of Ray Ellison Mortgage  Investment
Corp.,  as of  December  31,  1996  and  1995,  and the  related  statements  of
operations,  changes in stockholder's equity (deficit),  and cash flows for each
of the three  years in the period  ended  December  31,  1996.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Ray Ellison Mortgage Acceptance
Corp. at December 31, 1996 and 1995,  and the results of its  operations and its
cash flows for each of the three years in the period ended  December 31, 1996 in
conformity with generally accepted accounting principles.

                                        
                                   Ernst & Young, LLP



March 6, 1997
San Antonio, Texas


<PAGE>
<TABLE>


                      Ray Ellison Mortgage Acceptance Corp.

                                 Balance Sheets



<CAPTION>
                                                                            December 31
                                                                1996                    1995
                                                   ------------------------------------------------
<S>                                                     <C>                     <C>                               
Assets
Cash                                                    $          51,880       $           3,956
Accrued interest receivable                                     2,530,080               2,617,251
Underwriting fees and bond issuance expenses                   15,007,701              15,836,185
Requisite funds on deposit                                        133,797                 386,817

Notes receivable from affiliates                                3,513,806               1,244,279

Investment in GNMA securities                                 422,240,456             434,652,607
   Plus (less):
     Fair value adjustment                                      7,404,177              21,860,016
     Unamortized discount                                     (16,872,575)            (17,598,623)
                                                   -------------------------------------------------
                                                              412,772,058             438,914,000
                                                   -------------------------------------------------

Total assets                                            $     434,009,322       $     459,002,488
                                                   =================================================
                                                          
Liabilities and Stockholder's Equity 
Liabilities:
   Accounts payable                                     $          30,000       $          24,853
   Accrued interest                                             2,500,552               2,579,568
   Bonds payable                                              418,427,000             429,652,000
   Deferred tax liability                                       2,265,287               7,048,980
                                                    ------------------------------------------------                         
Total liabilities                                             423,222,839             439,305,401

Stockholder's equity:
   Common stock, $1.00 par value, 10,000 shares
     authorized, issued and outstanding                            10,000                  10,000
   Contributed capital                                          2,122,681               1,911,003
   Unrealized gains on 
     available-for-sale securities, net of tax                  4,886,757              14,427,611
   Retained earnings                                            3,767,045               3,348,473
                                                    -------------------------------------------------
Total stockholder's equity                                     10,786,483              19,697,087
                                                    -------------------------------------------------
                                                 
Total liabilities and stockholder's equity              $     434,009,322       $     459,002,488
                                                    =================================================
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>


                      Ray Ellison Mortgage Acceptance Corp.

                            Statements of Operations

<CAPTION>
                                                            Year Ended December 31
                                                1996                 1995                1994
                                         -----------------------------------------------------------
<S>                                       <C>              <C>                  <C>

Income:
   Interest income                        $  30,700,648     $     35,244,826    $     30,928,676
   Amortization of discount                   1,786,809            1,619,167           2,022,638
   Gain on sales of GNMA
     securities                               1,027,836            4,963,307           1,513,991
                                         ----------------------------------------------------------
                                             33,515,293           41,827,300          34,465,305

Expense:
   Interest expense                          30,186,780           34,756,988          30,524,791
   Amortization of underwriting
     fees and bond issuance
     expenses                                 2,254,593            4,853,388           3,215,577
   General and administrative                   312,378              399,620             531,487
                                        -----------------------------------------------------------
                                             32,753,751           40,009,996          34,271,855
                                        -----------------------------------------------------------
Income before taxes                             761,542            1,817,304             193,450

Income tax expense (benefit):
     Current taxes                              342,970              (71,059)           (167,483)
     Deferred taxes                                   -              420,851             174,941
                                        -----------------------------------------------------------
                                                342,970              349,792               7,458
                                        -----------------------------------------------------------
                                     
Net income                               $      418,572            1,467,512    $        185,992
                                        ===========================================================



See accompanying notes.
</TABLE>
<PAGE>
<TABLE>


                      Ray Ellison Mortgage Acceptance Corp.

             Statements of Changes in Stockholder's Equity (Deficit)


<CAPTION>
                                                                  Unrealized
                                                                  Gains and
                                                                 (Losses) on
                                                                Available-for-
                          Common Stock         Contributed     Sale Securities,     Retained
                    -------------------------
                      Shares      Dollars        Capital          Net of Tax        Earnings           Total
                    ------------------------------------------------------------------------------------------------
<S>                    <C>          <C>        <C>               <C>               <C>              <C>

Balance
   December 31,        10,000       10,000     $  2,149,545      $           -     $   3,694,969    $   5,854,514
   1993
     Adjustment to
       beginning
       balance for
       change in
       accounting
       method, net
       of deferred          -            -                -         14,500,000                 -       14,500,000
       income taxes
       of $7,505,000
     Net income             -            -                -                  -           185,992          185,992
     Return of              -            -         (167,483)                 -                 -         (167,483)
       capital
     Change in
       unrealized
       gains and
       (losses),
       net of               
       deferred
       income tax
       benefit of
       $7,505,000           -            -                -        (38,991,230)                -      (38,991,230)
                    ------------------------------------------------------------------------------------------------
Balance
   December 31,        10,000       10,000        1,982,062        (24,491,230)        3,880,961      (18,618,207)
   1994
     Net income             -            -                -                  -         1,467,512        1,467,512
     Dividends paid         -            -                -                  -        (2,000,000)      (2,000,000)
     Return of              -            -          (71,059)                 -                 -          (71,059)
       capital
     Change in
       unrealized
       gains and
       (losses),
       net of               
       deferred
       income taxes
       of $7,432,405        -            -                -         38,918,841                 -       38,918,841
                    ------------------------------------------------------------------------------------------------
Balance
   December 31,        10,000     $ 10,000     $  1,911,003      $  14,427,611     $   3,348,473    $  19,697,087
   1995
     Net income             -            -                -                  -           418,572          418,572    
     Contribution
      of capital            -            -          211,678                  -                 -          211,678 
     Change in
       unrealized gains and
       (losses),
       net of
       deferred
       income taxes
       of
       $(2,517,420)          -            -              -          (9,540,854)                -       (9,540,854)
                    ------------------------------------------------------------------------------------------------
Balance
   December 31, 1996   10,000     $  10,000    $ 2,122,681        $  4,886,757       $ 3,767,045      $10,786,483
                    ================================================================================================
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>


                      Ray Ellison Mortgage Acceptance Corp.

                            Statements of Cash Flows


<CAPTION>
                                                                  Year Ended December 31
                                                         1996              1995               1994
                                                  ---------------------------------------------------------
<S>                                                  <C>               <C>                <C>

Operating Activities
Net income                                           $      418,572    $    1,467,512     $      185,992
Adjustments to reconcile net income to net
   cash provided by (used in) operating
   activities:
     Income tax                                             342,970           349,792              7,458
     Amortization of discount                            (1,786,809)       (1,619,167)        (2,022,638)
     Amortization of underwriting fees and
       bond issuance expenses                             2,254,593         4,853,388          3,215,577
     Gain on sale of GNMA securities                     (1,027,836)       (4,963,307)        (1,513,991)
     Changes in operating assets and
       liabilities:
       Accrued interest receivable                           87,171           453,142           (753,629)
       Accounts payable                                       5,147           (52,390)            47,157
       Accrued interest payable                             (79,016)         (270,160)           664,994
                                                  ---------------------------------------------------------
Net cash provided by (used in) operating
   activities                                               214,792           218,810           (169,080)

Investing Activities
Net (increase) decrease in notes
   receivable/payable with affiliates                    (2,269,527)       (1,737,977)           397,449
Principal payments received on GNMA securit              36,679,137        30,826,502         49,037,019
Purchase of GNMA securities                             (35,685,120)      (56,859,573)      (207,788,828)
Proceeds from sale of GNMA securities                    13,506,736        93,410,859         30,723,281
                                                  ---------------------------------------------------------
Net cash (used in) provided by investing
   activities                                            12,231,226        65,639,811       (127,631,079)

Financing Activities
Cash dividend to parent                                           -        (2,000,000)                 -
Net (increase) decrease in requisite funds
   on deposit                                               253,020          (155,207)           237,121
Increase in underwriting fees and bond
   issuance expenses                                     (1,426,114)       (1,538,981)        (7,792,788)
Proceeds from sales of bonds                             37,000,000        38,225,000        209,250,000
Redemption of bonds payable                             (48,225,000)     (100,437,000)       (74,546,000)
                                                  ---------------------------------------------------------
Net cash provided by (used in) financing
   activities                                           (12,398,094)      (65,906,188)       127,148,333
                                                  ---------------------------------------------------------
Change in cash                                               47,924           (47,567)          (651,826)

Cash at beginning of year                                     3,956            51,523            703,349
                                                  ---------------------------------------------------------

Cash at end of year                                  $       51,880    $        3,956     $       51,523
                                                  =========================================================

See accompanying notes.

</TABLE>
<PAGE>


                      Ray Ellison Mortgage Acceptance Corp.

                          Notes to Financial Statements

                        December 31, 1996, 1995, and 1994


1.  Significant Accounting Policies

Nature of Business

     Ray Ellison  Mortgage  Acceptance  Corp.  (Company)  is in the  business of
purchasing GNMA  securities for investment  financed by the issuance of bonds to
the public.

Basis of Presentation

     The Company was  incorporated  in the state of Texas on October 1, 1984 and
is a wholly owned subsidiary of Ray Ellison Mortgage  Investment Corp.  (REMIC).


Underwriting  Fees,  Bond  Issuance  Expenses,  Unamortized  Discount,  and
     Realized  Gains

     The Company  amortizes the  underwriting  fees and bond  issuance  expenses
(fees) and the  discount  on GNMA  (Government  National  Mortgage  Association)
securities  by the  level  yield  method.  Underwriting  fees and bond  issuance
expenses  at  December  31,  1996  and  1995  are  reported  net of  accumulated
amortization  of  $5,628,116  and  $8,612,023,   respectively.  Any  unamortized
underwriting  fees and bond issuance  expenses  remaining upon redemption of the
bonds are expensed.  Realized gains and losses,  and declines in value judged to
be  other-than-temporary  are included in gain on sale of GNMA  securities.  The
cost of securities sold is based on the specific identification method.

Fair Values of Financial Instruments

The fair values of the Company's GNMA securities and bonds payable are estimated
based on quoted  market  prices.  The  carrying  values  of all other  financial
instruments reported in the balance sheets approximate fair values.

New Accounting Standard

In May 1993  the  Financial  Accounting  Standards  Board  issued  Statement  of
Financial  Accounting  Standards No. 115, "Accounting for Certain Investments in
Debt and Equity  Securities"  (FAS 115),  effective  for fiscal years  beginning
after December 15, 1993. The Company  adopted the provisions of the new standard
for  investments  held as of or acquired  after  January 1, 1994.  Under the new
rules, debt securities that the Company

<PAGE>


                      Ray Ellison Mortgage Acceptance Corp.

                    Notes to Financial Statements (continued)

                        December 31, 1996, 1995, and 1994


1.  Significant Accounting Policies (continued)

does not have the positive intent and ability to hold to maturity are carried at
fair value.  Unrealized  holding  gains and losses on  securities  classified as
available-for-sale are carried as a separate component of stockholders' equity.

All GNMA securities are classified as  available-for-sale as of January 1, 1994.
Accordingly,  GNMA securities are reflected on the accompanying balance sheet at
fair value,  with the  unrealized  gains and losses,  net of tax,  reported in a
separate  category of  stockholders'  equity.  In accordance with FAS 115, prior
period  financial  statements  have not been  restated  to reflect the change in
accounting principle.  The opening balance of shareholder's equity was increased
by $14,500,000  (net of $7,505,000 in deferred income taxes),  representing  the
recognition  of unrealized  appreciation  for the Company's  investment in GNMAs
determined to be  available-for-sale  which were previously carried at amortized
cost.  At December 31, 1994,  application  of FAS 115 resulted in a reduction in
stockholders'  equity of $24,491,230  (net of $-0- in deferred  income taxes) to
reflect  the  net  unrealized   holding  losses  on  securities   classified  as
available-for-sale.  At December 31, 1995, application of FAS 115 resulted in an
increase in  stockholders'  equity of $14,427,611 (net of $7,432,405 in deferred
income taxes) representing the net unrealized gains on securities  classified as
available-for-sale.  At December 31, 1996, application of FAS 115 resulted in an
increase in  stockholders'  equity of $4,886,757  (net of $2,517,420 in deferred
income taxes) representing the net unrealized gains on securities  classified as
available-for-sale.


The Company  wishes to  emphasize  that due to the nature of its  business,  the
securities  carried  as  available-for-sale  collateralize   GNMA-collateralized
bonds, and the securities are not salable before the bonds are callable, at some
future  date.  In  addition,  the  market  value of GNMA  securities  fluctuates
significantly as interest rates change;  therefore,  the market values as of the
future  redemption dates may vary  significantly  from the current date, and the
realization of the unrealized gains is not assured. When the market is such that
the value of GNMA  securities is less than  amortized  cost, the Company has the
expectation  that they would be held to maturity as  collateral  for the related
GNMA-collateralized  Bonds, or until the market value rose, whichever is sooner,
and the Company would not realize any unrealized losses. Thus, no tax benefit is
recognized for unrealized losses related to Company's investment in GNMAs.



<PAGE>


                      Ray Ellison Mortgage Acceptance Corp.

                    Notes to Financial Statements (continued)

                        December 31, 1996, 1995, and 1994


1.  Significant Accounting Policies (continued)

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

2.  Requisite Funds on Deposit

The Company is required to deposit certain  requisite funds with the Trustee for
each series of bonds under the terms of the Indenture. The Company's obligations
to establish such requisite  funds may be satisfied by either cash or letters of
credit.

As of December 31, 1996 and 1995,  cash in the amount of $133,797 and  $386,817,
respectively,  had been  deposited  with the  Trustee to satisfy  the  Company's
obligations relative to such requisite funds.

3.  Assets Subject to Lien

Substantially  all of the assets of the Company are pledged as security  for the
long-term bonds payable.



<PAGE>


                      Ray Ellison Mortgage Acceptance Corp.

                    Notes to Financial Statements (continued)

                        December 31, 1996, 1995, and 1994


4.  Bonds Payable

The Company has filed six shelf  registrations  authorizing a total  issuance of
$1,600,000,000  in long-term  bonds.  The long-term bonds payable of the Company
are issued in series as follows:
<TABLE>
<CAPTION>

                              Face                                            Bonds Outstanding
                            of Bonds        Interest     Maturity                December 31
  Series     Issued         at Issue          Rate         Date            1996               1995
----------------------------------------------------------------------------------------------------------
<S>         <C>          <C>                 <C>        <C>            <C>                <C>

 1985A      02/27/85     $     11,559,000    11.500%    03/28/2015     $            -     $            -
 1985B      03/28/85           10,337,000    12.000     04/28/2015                  -                  -
 1985C      04/24/85           10,343,000    11.850     12/28/2015                  -                  -
 1985D      05/20/85           13,714,000    11.450     07/28/2016                  -                  -
 1985E      06/26/85           12,784,000    10.750     08/28/2016                  -                  -
 1985F      07/25/85           10,004,000    10.625     09/28/2016                  -                  -
 1985G      08/28/85            9,223,000    10.750     10/28/2016                  -                  -
 1985H      09/26/85            9,106,000    10.500     11/28/2016                  -                  -
 1985I      10/24/85           11,753,000    10.875     12/28/2016                  -                  -
 1985J      11/26/85            8,720,000    10.400     01/28/2017                  -                  -
 1985K      12/26/85            8,923,000    10.250     02/28/2017                  -                  -
 1986A      01/28/86            9,380,000     9.750     03/28/2017                  -                  -
 1986B      02/27/86           19,512,000     9.750     04/28/2017                  -                  -
 1986C      03/26/86            9,204,000     9.375     05/28/2017                  -                  -
 1986D      04/23/86            9,989,000     8.500     06/28/2017                  -                  -
 1986E      06/26/86           10,650,000     9.250     08/28/2017                  -                  -
 1986F      07/24/86           20,600,000     9.000     09/28/2017                  -                  -
 1986G      08/28/86           20,990,000     9.000     10/28/2017                  -                  -
 1986H      09/25/86           14,153,000     8.625     11/28/2017                  -                  -
 1986I      11/25/86           10,002,000     8.625     01/28/2018                  -                  -
 1986J      12/30/86            9,390,000     8.250     02/28/2018                  -                  -
 1987A      07/30/87           17,500,000     9.000     09/28/2018                  -                  -
 1987B      08/27/87           18,000,000     9.000     10/28/2018                  -                  -
 1987C      09/30/87           10,000,000     9.500     11/28/2018                  -                  -
 1987D      10/29/87           15,000,000     9.750     12/31/2018                  -                  -
 1987E      11/25/87           16,000,000    10.000     01/31/2019                  -                  -
 1987F      11/25/87           16,655,000     9.500     01/31/2019                  -                  -
 1988A      01/27/88           15,000,000     9.500     03/31/2019                  -                  -
 1988B      02/25/88           13,925,000     9.000     04/30/2019                  -                  -
 1988C      02/25/88           10,000,000     8.500     04/30/2019                  -                  -
 1988D      03/30/88           14,950,000     8.750     05/31/2019                  -                  -
 1988E      05/26/88           18,000,000     9.125     07/31/2019                  -                  -
 1988F      06/23/88           33,000,000     9.375     08/31/2019                  -                  -
 1988G      06/23/88           14,000,000     9.450     08/31/2019                  -                  -


<PAGE>


                      Ray Ellison Mortgage Acceptance Corp.

                    Notes to Financial Statements (continued)

                        December 31, 1996, 1995, and 1994


4.  Bonds Payable (continued)

                              Face                                            Bonds Outstanding
                            of Bonds        Interest     Maturity                December 31
  Series     Issued         at Issue          Rate         Date            1996               1995
----------------------------------------------------------------------------------------------------------

 1988H      07/28/88           15,000,000     9.125     09/30/2019                  -                  -
 1988I      08/25/88           25,000,000     9.375     10/31/2019                  -                  -
 1988J      08/25/88           22,000,000     9.200     10/31/2019                  -                  -
 1988K      09/29/88           17,000,000     9.150     11/30/2019                  -                  -
 1988L      10/27/88           20,000,000     9.100     12/31/2019                  -                  -
 1988M      11/23/88           30,000,000     9.000     01/31/2020                  -                  -
 1989A      01/25/89           22,000,000     9.500     03/31/2020                  -                  -
 1989B      01/25/89           17,000,000     9.600     03/31/2020                  -                  -
 1990A      05/24/90            5,000,000     9.500     05/31/2021                  -                  -
 1990B      08/30/90           15,150,000     9.000     08/31/2021                  -                  -
 1990C      09/27/90           10,000,000     9.100     09/30/2021                  -                  -
 1990D      09/27/90           10,000,000     9.000     09/30/2021                  -                  -
 1990E      10/25/90           10,000,000     9.150     10/31/2021                  -                  -
 1990F      10/25/90           14,500,000     9.050     10/31/2021                  -                  -
 1990G      11/21/90           15,000,000     9.000     11/30/2021                  -                  -
 1990H      12/27/90            8,000,000     8.500     12/31/2021                  -                  -
 1991A      02/21/91            9,000,000     8.100     02/28/2022                  -                  -
 1991B      03/28/91            5,000,000     8.100     03/31/2022                  -                  -
 1991C      04/25/91            6,000,000     8.150     04/30/2022                  -                  -
 1991D      05/30/91           12,650,000     8.150     05/31/2022                  -                  -
 1991E      06/27/91           28,500,000     8.500     06/30/2022                  -                  -
 1991F      07/25/91           18,000,000     8.450     07/31/2022                  -                  -
 1991G      08/29/91           18,000,000     8.000     08/31/2022                  -                  -
 1991H      09/26/91           14,000,000     7.875     09/30/2022                  -                  -
 1991I      11/27/91           13,000,000     7.500     11/30/2022                  -          8,929,000
 1991J      12/23/91            7,000,000     7.500     12/31/2022                  -          4,237,000
 1992A      03/26/92           21,000,000     7.250     03/31/2023         13,207,000         14,664,000
 1992B      04/23/92            6,500,000     7.400     04/30/2023          4,325,000          4,841,000
 1992C      05/28/92           17,500,000     7.600     05/31/2023         10,366,000         12,272,000
 1992D      06/25/92           24,000,000     7.400     06/30/2023         16,129,000         18,397,000
 1992E      07/30/92           19,000,000     7.150     07/31/2023         10,776,000         12,082,000
 1992F      08/27/92            8,000,000     6.600     08/31/2023          4,775,000          5,144,000
 1992G      11/25/92           47,250,000     7.000     11/30/2023         37,796,000         40,479,000
 1992H      12/23/92           23,600,000     7.100     12/31/2023         18,632,000         20,347,000
 1992I      12/23/92           14,300,000     7.050     12/31/2023         11,345,000         11,864,000
 1993A      01/28/93           24,000,000     7.000     01/31/2024         18,730,000         20,812,000
 1993B      12/22/93           21,000,000     6.000     12/31/2024         19,815,000         20,515,000
 1994A      01/27/94           15,000,000     6.000     01/31/2025         13,399,000         14,669,000
 1994B      02/24/94           13,000,000     6.000     02/28/2025         11,927,000         12,724,000


<PAGE>


                      Ray Ellison Mortgage Acceptance Corp.

                    Notes to Financial Statements (continued)

                        December 31, 1996, 1995, and 1994


4.  Bonds Payable (continued)

                              Face                                            Bonds Outstanding
                            of Bonds        Interest     Maturity                December 31
  Series     Issued         at Issue          Rate         Date            1996               1995
----------------------------------------------------------------------------------------------------------

 1994C      03/24/94           10,000,000     6.500     03/31/2025     $    9,453,000     $    9,818,000
 1994D      05/26/94           19,500,000     7.400     05/31/2025         16,895,000         18,254,000
 1994E      05/26/94           13,950,000     7.500     05/31/2025         12,169,000         13,184,000
 1994F      06/23/94           16,000,000     7.300     06/30/2025         13,842,000         15,028,000
 1994G      07/28/94           16,500,000     7.125     07/31/2025         14,236,000         15,397,000
 1994H      07/28/94           24,150,000     7.500     07/31/2025         21,904,000         23,363,000
 1994I      08/25/94           16,050,000     7.500     08/31/2025         13,986,000         15,002,000
 1994J      09/29/94           18,600,000     7.500     09/30/2025         16,330,000         17,472,000
 1994K      11/23/94           15,000,000     8.000     11/30/2025         12,467,000         14,020,000
 1994L      12/28/94           15,000,000     8.100     12/31/2025         12,260,000         14,124,000
 1994M      12/28/94           16,500,000     8.000     12/31/2025         13,156,000         14,757,000
 1995A      02/23/95            8,000,000     8.000     02/28/2026          6,823,000          7,805,000
 1995B      03/30/95           21,000,000     7.500     03/31/2026         18,225,000         20,339,000
 1995C      05/25/95            9,225,000     7.100     05/31/2026          8,741,000          9,113,000
 1996A      4/25/96            12,500,000     7.000     04/30/2027         12,371,000                  -
 1996B      05/30/96           15,500,000     7.000     05/31/2027         15,372,000                  -
 1996C      09/26/96            9,000,000     7.100     09/30/2027          8,975,000                  -
                      ----------------------                        --------------------------------------

                         $  1,359,791,000                              $  418,427,000      $ 429,652,000
                      ======================                        ======================================
</TABLE>

The remaining bonds may be redeemed at the option of the Company, in whole or in
part,  at any time after the fourth  anniversary  of their  issuance.  To ensure
sufficient funds to meet debt service  requirements,  the Indenture provides for
redemption if the payments to be made on the GNMA  securities  will be less than
the debt service requirements. The amounts of bonds to be redeemed are dependent
on a number  of  factors  such as: 1)  prepayments  on the GNMA  securities,  2)
interest earned on requisite  funds, 3) deposit or substitution of collateral in
lieu of bond redemption,  and 4) requests for redemption by bondholders.  In all
redemptions  described above, the redemption price will be 100% of the principal
amount  of the  bonds  to be  redeemed  plus  interest  accrued  to the  date of
redemption.

     Cash paid for interest was  $30,265,796,  $35,027,148,  and $29,859,797 for
the years ended December 31, 1996, 1995, and 1994, respectively.


<PAGE>


                      Ray Ellison Mortgage Acceptance Corp.

                    Notes to Financial Statements (continued)

                        December 31, 1996, 1995, and 1994


5.  Related Party Transactions

The Company was  organized to  facilitate  the  financing of long-term  mortgage
loans  through the issuance  and sale of  GNMA-collateralized  bonds.  The bonds
issued represent obligations solely of the Company and are not guaranteed by any
of its affiliates.

The Company entered into a revolving note receivable with an affiliated  company
on October 31, 1992 for $20,000,000.  The note is due on demand, or if no demand
is made,  on December 31, 1996.  Interest is due monthly at the prime rate.  The
balance  outstanding  relating  to this note at  December  31, 1996 and 1995 was
$3,513,806 and $1,244,279, respectively.

Notes and advances to affiliated  companies  bear interest at the current market
rates. Net interest income earned from affiliates for advances totaled $157,463,
$48,240, and $8,968, in 1996, 1995, and 1994, respectively.

The Company entered into a revolving  promissory note payable with an affiliated
company on  September 1, 1992 for  $10,000,000.  The note,  with an  outstanding
balance of $ -0- and $-0- at December 31, 1996 and 1995, respectively, is due on
demand,  or if no demand is made, on September 1, 1996.  Interest is due monthly
at the prime rate. The note is subordinated to the Company's GNMA-collateralized
bonds.

Net interest  expense  incurred in connection  with revolving notes payable
totaled $-0-, $19,155, and $41,099 in 1996, 1995, and 1994, respectively.

GNMA  securities are purchased and sold through an affiliated  company at a cost
which approximates market.



<PAGE>


                      Ray Ellison Mortgage Acceptance Corp.

                    Notes to Financial Statements (continued)

                        December 31, 1996, 1995, and 1994


5.  Related Party Transactions (continued)

None of the  directors or executive  officers of the Company  receive any direct
remuneration  from the  Company;  however,  certain of the  Company's  executive
officers  participate in an employment  agreement with the Company's  parent and
other affiliated companies.  The agreement provides that such executive officers
are  entitled  to  a  percentage  of  corporate   distributions   based  on  the
accumulation of certain cash and cash equivalents of the Company over an imputed
base return to the shareholder.

General and administrative services for the Company including accounting, legal,
and other administrative  functions are provided by affiliated  companies.  Fees
for general and administrative services were $162,643, $197,500, and $209,149 in
1996, 1995, and 1994, respectively.

6.  Stockholder's Equity (Deficit)

During  the  year  ended  December  31,  1995,  the  Company  declared  and paid
$2,000,000 in cash dividends.

7.  Federal Income Taxes

The  Company  files a  consolidated  federal  income tax return with its parent.
Under its legal tax sharing  agreement with its parent,  current  federal income
tax paid by the Company is based on the  relationship  of the Company's  taxable
income to the total taxable income of all profitable members of the consolidated
group.  Current federal income tax expense is allocated to profitable members of
the  consolidated  group only if the  consolidated  group has a current  federal
income tax expense.  Any taxes allocated to the Company under this agreement are
payable to the parent.


<PAGE>


                      Ray Ellison Mortgage Acceptance Corp.

                    Notes to Financial Statements (continued)

                        December 31, 1996, 1995, and 1994


7.  Federal Income Taxes (continued)

FAS 109 requires the recognition of income taxes among members of a consolidated
group as if each member had filed a separate  return.  The Company's  income tax
expense under its legal tax sharing  agreement varies from that recognized under
FAS 109. Charges and credits to contributed  capital or retained earnings result
from applying the  provisions of FAS 109 when cash payments or receipts of taxes
are not  required  to be made to or from the parent  under the legal tax sharing
agreement.  During  the  years  ended  December  31,  1996  and  1995,  a return
(contribution) of capital of ($211,678) and $71,059,  respectively, was recorded
to reflect the income tax benefit  that must be recorded  under FAS 109 but will
not be  received  (paid)  from (to) the  parent  under the  Company's  legal tax
sharing agreement.

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes  and the amounts  used for income tax  purposes.  The only  significant
components  of the  Company's  deferred tax assets and  liabilities  relate to a
deductible  temporary difference of $988,759 and $1,127,722 at December 31, 1996
and 1995, respectively, resulting from an excess of tax basis on GNMA securities
over that  recorded  for  financial  reporting  purposes  and a taxable  gain of
$7,404,177  and  $21,860,016  at December 31, 1996 and 1995,  resulting from the
adjustment to fair value of the Company's investment in GNMAs.

     The  reconciliation  of income tax  attributable  to continuing  operations
computed at the U.S. federal statutory tax rate of 34% to income tax expense is:
<TABLE>
<CAPTION>

                                                     1996          1995            1994
                                               ---------------------------------------------
<S>                                            <C>             <C>             <C>   
Tax expense at U.S. statutory rates            $   258,925     $  617,883      $  65,773
     
Increase (Decrease) in deferred tax asset
  valuation allowance                               84,045       (268,091)       (58,315)
                                              ----------------------------------------------
                                               $   342,970     $  349,792      $   7,458
                                              ==============================================

</TABLE>
<PAGE>


                      Ray Ellison Mortgage Acceptance Corp.

                    Notes to Financial Statements (continued)

                        December 31, 1996, 1995, and 1994


8.  Fair Values of Financial Instruments

The carrying amounts and fair values of the Company's  financial  instruments at
December 31, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>

                                   December 31, 1996                         December 31, 1995
                       ------------------------------------------------------------------------------------
                                                  Estimated                                Estimated
                               Cost              Fair Value              Cost              Fair Value
                       ------------------------------------------------------------------------------------
     <S>                  <C>                  <C>                  <C>                  <C>
     Cash                 $         51,880     $         51,880     $          3,956     $          3,956
     
     Notes receivable
       from affiliates           3,513,806            3,513,806            1,244,279            1,244,279
     
     GNMA securities           405,364,881          412,772,058          417,053,984          438,914,000
     
     Bonds payable             418,427,000          409,759,040          429,652,000          426,002,383
</TABLE>


The Company is in the business of  purchasing  GNMA  securities  for  investment
financed by the issuance of bonds to the public.  All  securities are pledged as
collateral  for the  bonds  payable.  As  discussed  in Note 4, the bonds can be
redeemed  at the  option of the  Company  after the  fourth  anniversary  of the
particular Bond Series. All bond redemptions are at par; therefore,  the Company
will not  realize  a gain or loss on the  disposition  of the  bonds  under  its
optional call  provisions.  The fair values of the GNMA  securities (see Note 1-
Fair Values of Financial Instruments) fluctuate  significantly as interest rates
change;  therefore,  fair  values  as of the  future  redemption  dates may vary
significantly from those stated above. When the market is such that the value of
GNMA  securities  is less than par,  the Company has the  expectation  that they
would be held to maturity  as  collateral  for the  related  GNMA-collateralized
Bonds,  or until the market  value rose,  whichever  is sooner,  and the Company
would not realize  any  unrealized  losses.  All GNMA  securities  contractually
mature after December 31, 2006. Expected maturities will differ from contractual
maturities  because the issuers of the  securities  may have the right to prepay
obligations without prepayment penalties.





<PAGE>



Item 9.  Disagreements on Accounting and Financial Disclosure.

             None.

Item 10.  Directors and Executive Officers.


        The following is a list of REMAC's directors and executive officers. All
     of such  directors and executive  officers have served in their  respective
     capacities since the dates described below.
<TABLE>

     <S>                       <C>         <C>
     Name                       Age         Position
     -----------               ----        ---------------------
     Jack Biegler               53         President, Secretary
                                           and Director

     Goodhue W. Smith, III      47         Director

     Locksley Simmons           38         Director, Vice President,
                                           Treasurer, and
                                           Assistant Secretary
</TABLE>

     Jack Biegler is President of Ray Ellison Industries,  Inc. He has, for more
than five  years  prior to the date of this 10-K,  served in  various  executive
financial capacities for affiliates of the Company. Mr. Biegler is the President
of Ray Ellison Mortgage Investment Corp., the parent corporation of the Company.
He has also served as a director of Valley-Hi National Bank (now Norwest Bank of
Texas, San Antonio,  N.A.), a former affiliate of the Company,  from April, 1983
to the present and is currently serving as the Chairman of the Board.

     Goodhue W. Smith, III is Secretary and Treasurer of Duncan-Smith Co., an
investment  banking  firm,  and has served in that  capacity  for more than five
years prior to the date of this 10-K.

     Locksley Simmons is Vice President of Ray Ellison  Industries,  Inc and has
served in various  financial  positions  for  affiliates of the Company for more
than five years prior to the date of this 10-K.

     Mr.  Biegler was initially  elected as an officer of the Company on October
1, 1984,  and was most recently  reelected on December 31, 1996; Ms. Simmons was
initially elected as Vice President,  Treasurer,  and Assistant Secretary of the
Company on April 11, 1988 and was reelected  December 31, 1996;  Ms. Simmons was
initially  appointed as a Director  for the Company on December  31,  1996;  Mr.
Smith was initially  elected to his position with the Company on March 30, 1990,
and was reelected December 31, 1996, in each case to hold office during the term
for which they are elected and until their successors are elected and qualify in
accordance with the terms of REMAC's Articles of  Incorporation  and the laws of
the State of Texas.

     There are no family  relationships  among or  between  such  directors  and
ex-executive officers. 

Item 11. Executive Compensation 

     None of the  directors  and  executive  officers of the  Company  presently
receive any direct  remuneration  (other than  reimbursement  of expenses)  from
REMAC.  It is  currently  anticipated  that the  officers  and  directors of the
Company will continue to devote  substantially all of their time to their duties
related to their respective positions with Ray Ellison Industries,  Inc. and its
affiliates.  The officers and directors of the Company will devote such of their
time as may be  necessary  to ensure that REMAC  fulfills  its duties  under the
respective  Indentures governing the Bonds and such other duties as the officers
and directors shall deem necessary to protect the interest of the Bondholders or
which may be  required  by law.  Certain  of the  Company's  executive  officers
participate  in an  employment  agreement  with the  Company's  parent and other
affiliated  companies.  The agreement  provides that such executive officers are
entitled to a percentage of corporate distributions based on the accumulation of
certain cash and cash  equivalents of the Company over an imputed base return to
the shareholder.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

        The authorized capital stock of the Company consists of 10,000 shares of
     common stock, par value $1.00 per share,  (the "Common  Stock").  As of the
     date hereof,  10,000 shares of Common Stock were issued and outstanding and
     were owned by Ray  Ellison  Mortgage  Investment  Corp.  Such shares may be
     pledged from time to time to secure  indebtedness  of Ray Ellison  Mortgage
     Investment Corp. and/or its affiliates.

        Set forth below is certain information as to the beneficial ownership of
     each class of equity  securities of Ray Ellison Mortgage  Investment Corp.,
     the parent corporation of the Issuer, as of February 28, 1997.
<TABLE>
<S>
<C>                 <C>                  <C>               <C>
                                         Amount and
                                          Nature of
                     Name of              Beneficial       Percent
Title of Class      Beneficial Owner       Ownership (1)       of
                                                             Class
-------------------------------------------------------------------------
Common Stock         Ray Ellison          10,000 Shares      100%
                    Grandchildren
                      Trust (1)
</TABLE>

     (1) The Ray Ellison  Grandchildren  Trust dated March 3, 1992  beneficially
owns 100% of the outstanding stock of Ray Ellison Mortgage  Investment Corp. and
its wholly-owned subsidiary, Ray Ellison Mortgage Acceptance Corp.



Item 13.  Certain Relationships and Related Transactions.

        Not Applicable.

Item 14. Exhibits, Financial Statement Schedules, and Reports on
            Form 8-K

(a)(1) Financial Statements

       The following financial statements are included in Part II,

       Item 8:
               Report of Independent Auditors
               Balance Sheets - December 31, 1996 and  1995
               Statements of Operations
                        -Years ended December 31, 1996, 1995 and 1994
               Statements of Changes in Stockholder's Equity (Deficit)
                        -Years ended December 31, 1996, 1995, and 1994
               Statements of Cash Flows
                        -Years ended December 31, 1996, 1995, and 1994
               Notes to financial statements



(a)(2) Financial Statement Schedules

        All schedules have been omitted because they are either  inapplicable or
        the required  information has been given in the financial  statements or
        the notes thereto.

(a)(3) Exhibits

 Exhibit Number

    Ex-1     -- Form  of  Underwriting  Agreement  including  form  of  Terms
                Agreement (4).
    Ex-3(i)  -- Articles of Incorporation of the Registrant as originally
                filed. (1)
    Ex-3(ii) -- Bylaws of the  Registrant as currently in  effect.(5) 
    Ex-4.1 --   Form of Indenture between the Registrant and Trustee
                (containing Form of Bond).(4)
    Ex-4.2   -- Form of Series Supplement. (2)
             -- Form of Guaranty Agreement (level payment and graduated
                payment) for GNMA I Program ("Summary of Guaranty
                Agreement"). (3)
    Ex-4.3   -- Form of Guaranty Agreement for GNMA II Program ("Schedule
                of Subscribers and GNMA II Contractual Agreement"). (4)
    *Ex-19   -- Statement of Ray Ellison Mortgage Acceptance Corp. to
                GNMA-Collateralized Bondholders, in accordance with
                the Indenture.
    *Ex-23   -- Consent of experts
    *Ex-27   -- Financial Data Schedule
-----------------------------------

 *   Filed herewith



     1.    Previously filed with the Commission as an exhibit to   the
           Registrant's Form S-11 Registration Statement (File   No. 2-
           93624) on October 4, 1984, and incorporated by reference
           herein.

     2.    Previously filed with the Commission as an exhibit to   the
           Post-Effective Amendment No. 1 to the Registrant's   Form S-11
           Registration Statement (File No. 2-93624) on   February 14,
           1985, and incorporated by reference herein.

     3.    Previously filed with the Commission as an exhibit to Amendment
           No. 1 to the Registrant's Form S-11 Registration Statement (File
           No. 2-93624) on January 11, 1985, and incorporated by reference
           herein.

     4.    Previously filed with the Commission as an exhibit to the
           Registrant's Form S-11 Registration Statement (File No. 33-
           48368) on June 4, 1992, and incorporated by reference herein.

     5.    Previously  filed with the Commission as an exhibit to the
           Registrants Form 10-Q for the quarter  ended June 30, 1995,  and 
           incorporated  by reference herein.

 (b) Reports on Form 8-K

          None

<PAGE>



SIGNATURES

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

                                             Ray Ellison Mortgage
                                             Acceptance Corp.
                                             (Registrant)

March 20, 1997                           By       /s/Jack Biegler
                                           -----------------------------
                                           Jack Biegler
                                           President, (Principal Executive
                                           Officer) Director, and Secretary


March 20, 1997                           By       /s/Locksley Simmons
                                           ------------------------------
                                           Locksley Simmons, Director
                                           Vice President, Treasurer,
                                           (Chief Financial Officer and
                                           Principal Accounting Officer)
                                           and Assistant Secretary


    Pursuant to the  requirement  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 indicated on March 21, 1997.

 SIGNATURE                                           CAPACITY
------------                                         ---------

/s/ Jack Biegler                                     Director
----------------
Jack Biegler


/s/Locksley Simmons                                  Director
-------------------
Locksley Simmons


/s/ Goodhue W. Smith, III                            Director
-------------------------
Goodhue W. Smith, III



    Supplemental information to be furnished with reports filed pursuant to
    -----------------------------------------------------------------------
    section 15(d) of the act by registrants, which have not registered
    -----------------------------------------------------------------------
    Securities pursuant to Section 12 of the Act.
    ---------------------------------------------

No annual report or proxy  material has been sent to  Bondholders of Ray Ellison
Mortgage Acceptance Corp. GNMA-Collateralized Bonds, issued in Series.

<PAGE>