SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                     
                                     
                               FORM 10-K SB
                                     
                                     
          ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                                     
                                     
For the fiscal year ended                              Commission File No.
December 31, 1997                                               33-66260-A

                                     
                     FEDERAL MORTGAGE MANAGEMENT, INC.
          (Exact name of registrant as specified in its charter)


      Florida                                             65-0381142
----------------------                                   -----------------
State or other jurisdiction of                 IRS Employer Identification
incorporation or organization                            Number
                                     
          1800 Second Street, Suite 780, Sarasota, Florida  34236
            (Address of principal executive offices, zip code)
                                     
                               941-954-2328
                              -------------
           (Registrant's telephone number, including area code)
                                     
Indicate  by  check  mark  whether the registrant  (1)  filed  all  reports
required to be filed by Section 13 or 15(b) 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 report(s), and (2) has been subject to
such filing requirements for the past 90 days.   /X/  Yes  /  /No.

As  of  December  31,  1997  the Company has 156 secured  promissory  Notes
Payable  (Notes) with a total of $2,688,400 principal balance  outstanding.
As  indicated, the Company is a Company organized pursuant to Florida  law.
The Company had total revenues of $236,248 in 1997.

                                     
                                     
                                  PART I
                                     
Item 1.   Description of Business

     FEDERAL MORTGAGE MANAGEMENT, INC., (the "Company") was organized under
the  Florida  General Corporation Act in December 1992.   The  Company  was
initially  capitalized by the issuance of 100,000 shares of  Common  Stock,
$.01  par value.  As of the December 31, 1997, such 100,000 shares are held
beneficially by the Gaeton S. Della Penna Revocable Living Trust, dtd. June
1, 1992, as amended.  Mr. Della Penna has paid a nominal cash consideration
of $1,000 for such shares.

      The  Company was formed and capitalized for the principal purpose  of
acquiring  and  dealing  in  mortgage  loans  secured  by  first  liens  on
residential  real  estate.   The Company may  also  originate  real  estate
mortgage  loans,  and/or acquire federally insured instruments  of  deposit
and/or  debt  securities issued by the United States and instrumentality  s
thereof.  The Purchase of mortgage loans and insured instruments of deposit
have  been  acquired  in  accordance with  a  specific  acquisition  policy
described  in  the  registration statement.  The Company utilized  the  net
proceeds  of  the Notes in acquiring the Portfolio and Federal Instruments.
The  payment  of  the  periodic principal and interest obligations  of  the
Portfolio Loans, as well as Portfolio Loan payoff prior to maturity is  and
will be the source of funds utilized by the Company with which to meet  the
interest  obligation  of  the  Notes.  The  Portfolio  Loans  will  involve
maturities  which  are in excess of the maturities  of  the  Notes  of  all
Series.   The  principal obligation of each Series  maturity  of  Notes  is
expected  by  the  Company  to  be funded by the  scheduled  principal  and
interest  payments  of  the Portfolio mortgages, by  the  early  payoff  of
Portfolio  Loans and, when necessary, the disposition by the Company  of  a
portion of the Portfolio.

      In accordance with the acquisition policy (the "Acquisition Policy"),
the  Company purchases mortgage loans which are secured by a first priority
lien  on  real estate and in certain instances unimproved real  estate,  in
accordance with the Acquisition Policy.  The Company may originate mortgage
loans.    However, as of December 31, 1997, the Company had originated  one
mortgage  loan but does not anticipate any such mortgage loans in the  near
future.  The mortgage loans have varying maturity dates from 10 to 30 years
with interest rates ranging from 9% to 18%.

      In  order for a mortgage loan to be considered for acquisition by the
Company for its Portfolio, such mortgage loan must be a first lien and have
a  principal balance which is not in excess of 90% of the fair market value
of  the underlying collateral real estate securing the mortgage loan.  Such
fair  market value must be substantiated at a time contemporaneous  to  the
intended  acquisition of the mortgage loan by expert sources of  appraisal.
All appraisals must be completed by state licensed or certified appraisers.
Alternative  to such loan to value ratio, a mortgage loan may  be  acquired
for  the Company Portfolio at an acquisition cost which does not exceed 80%
of  the  fair  market value of the underlying property, which  fair  market
value shall also be determined as a result of independent expert sources of
appraisal.   As of December 31, 1997, the portfolio of mortgage loans  held
by the Company met this criteria.

     The Company may on a case by case basis acquire real estate mortgage
which  are  secured by first liens on unimproved real estate provided  that
the unpaid principal of any such mortgage loan acquired does not exceed 50%
of  the  fair  market  value  of  such unimproved  real  estate  determined
contemporaneous to the acquisition of such loan by the Company as a  result
of  expert appraisal.  It is also subject to the condition that at no  time
during  the term of existence of the Company shall the aggregate  principal
balance  of   Portfolio mortgages secured by unimproved real estate  exceed
10%  of  the aggregate principal balance of all mortgage loans held in  the
Company  s  Portfolio.  At December 31, 1997, the Company  s  portfolio  of
mortgage  loans  did not include any mortgage loans secured  by  unimproved
real estate.

      During  mid  to  late  fiscal 1996, management  evaluated  the  costs
associated  with  servicing  individual  residential  mortgage  notes,  the
delinquency  rate  and  factors  contributing  to  delinquencies,  and  the
annualized   return   on  investments.   Management   was   concerned   and
dissatisfied  with  these  results and has taken  extensive  steps  to  cut
expenses  and  find  viable  areas  of mortgage  related  revenues.    With
increasing  the  revenue stream as a primary objective,  interim  financing
projected a better forecast and had minimal costs associated with it.

     Management has entered into a business arrangement with HomeVestors of
America, Inc. ("HomeVestors"), a Delaware corporation domiciled in  Dallas,
Texas.   HomeVestors  is an originator of first lien residential  mortgages
either  directly or through its affiliates, and has implemented a  national
franchise  program.  Such program is establishing a network of  individuals
and  companies which will buy and sell residential real estate with a focus
on  sales  to  credit  impaired  buyers.  In connection  with  such  sales,
originated  mortgage  loans on such real estate will meet  the  Acquisition
Policy  of  the  Corporation.   For such arrangement, the  Corporation  has
advanced  an  effective  good faith retainer in  the  amount  of  $200,000.
HomeVestors has granted the Corporation and its affiliates a first right of
refusal  on  interim first lien residential mortgage financings created  by
HomeVestors.  HomeVestors will pay the Corporation 12% interest  per  annum
on  this sum on a quarterly basis for a period of two years.  At that time,
such  principal amount of funds will have been returned to the Corporation.
However,  management has decided to enter the same arrangement  through  an
affiliate  and  will  essentially liquidate  or  transfer  the  good  faith
retainer  of  $200,000 plus accrued interest to date so as to invest,  buy,
sell  and trade in both interim and permanent loans.  Mr. Della Penna,  the
President  owns  approximately  17% of  the  outstanding  Common  Stock  of
HomeVestors.   The  Corporation  anticipates  a  significant  increase   in
revenues as a result of this arrangement and is currently projecting an 18%
to 23% gross annualized return on net invested assets. Interest payments on
the  notes  and  other  distributions will be made in accordance  with  the
registration statement.

     The Acquisition Policy permits the Company to utilize an amount not in
excess  of 10% of its available net proceeds for the acquisition of Federal
Instruments.   Federal  Instruments are defined   as  insured  deposit  and
certificate  accounts  issued  by financial  institutions  such  as  banks,
savings banks and savings and loan  associations whose accounts are insured
to  the  maximum  amount by the Federal Deposit Insurance Company  or  debt
instruments issued by the United States or instrumentalities, thereof.   At
December 31, 1997, the Company owned Certificates of Deposits with  a  face
value of $100,000.  After taking into account the discount of $19,772 , the
Certificate of Deposits had a book value of $80,228.  These will have  been
liquidated,  the  proceeds  of which will be utilized  in  the  buying  and
selling of first lien residential mortgages.

      Sources  of  Loan  Purchase.  The Company  acquires  its  residential
mortgage  loans  from insured financial or deposit institutions,  from  the
sellers  of  the  collateral real property securing the mortgage  loan  (or
agents   thereof),  credit  unions,  pension  funds,  insurance  companies,
mortgage  bankers  and  businesses which  are  involved  in  the  purchase,
rehabilitation  and  resale  of  residential  real  estate  and  associated
underlying mortgages.

     Portfolio Servicing.  The responsibility of servicing the residential
mortgage loan Portfolio of the Company is vested in the management.  In
connection with such Portfolio servicing, management is responsible for the
collection of all principal and interest payments due under the terms of
the Portfolio loans for the Company and management is also responsible for
collection procedures with respect to mortgage loans which are in a default
status, including foreclosure of the collateral property and the sale
thereof, the acquisition and disposition of Portfolio mortgage loans and,
when appropriate, the elimination of origination deficiencies in non
standard loans which otherwise involve acceptable credit and payment
histories.

      From  inception, management engaged the services of Federal  Mortgage
Investors,  Ltd. (FMIL), an affiliate, as its servicing agent.  In  return,
the  Company paid FMIL a servicing fee of .5% of the principal  balance  of
the  Company s portfolio of mortgage loans, computed and paid monthly.   In
the year ended December 31, 1997, the Company paid $5,189 in servicing fees
to FMIL.

      Portfolio  turnover policy.  The Company engages in the  business  of
acquiring and selling mortgage loan portfolios.  It is management s  intent
to turn the entire portfolio over at least three a year.

      Competition.   The Company encounters competition in its  efforts  to
acquire  acceptable mortgage loans for its Portfolio.  Numerous  investment
entities  presently exist which are in the continuous business of acquiring
residential  real estate loans from the sources intended to be utilized  by
the  Company.  The basis of this competition in Portfolio loan  acquisition
is  related to the ability of the Company to thoroughly identify sources of
loan  purchases,  the  ability of the Company to  rapidly  and  effectively
evaluate  mortgage  loan  acquisition candidates and  the  price  that  the
Company  is  able  and  willing to pay for acceptable residential  mortgage
loans  within  its Portfolio Acquisition Policy guidelines.   However,  the
Company  has  a  relationship  with  an  affiliate  of  Mr.  Della   Penna,
specifically  HomeVestors  of  America, Inc.  in  Dallas,  Texas  which  is
anticipated to be one of the largest sources of interim financing  mortgage
loans  as  well  as B, C and D credit mortgage origination sources  in  the
United States.

     Trust Indenture.

     The Prospectus dated December 21, 1993, for the offering of the Notes,
as  well  as  the Note instrument itself, the Company agreed to  perfect  a
first  security  lien  for the collective benefit of all  Noteholders  with
respect  to all items of "Eligible Collateral", a term which is defined  in
the  Prospectus.  Essentially, eligible collateral consists of  residential
real estate first mortgage loans (the "Portfolio"), debt instruments of the
United  States  government  and  insured certificate  of  deposit  accounts
("Federal  Instruments"),  cash received  as  a  result  of  principal  and
interest  payments made on Portfolio loans or received on  loan  payoff  or
sale of loans and Federal Instruments, and real estate owned as a result of
Portfolio loan foreclosures, if any.

     The Company's original intention was to perfect such security interest
by the filing of a financing statement with the Florida Department of State
and  Sarasota  County, Florida pursuant to the Florida  Uniform  Commercial
Code  ("UCC").  It was intended that any such financing statement would  be
amended  from time to time in accordance with the UCC.  Filing a  financing
statement identifying every noteholder with the Florida Department of State
created  significant  filing fee costs and involved significant  procedural
difficulties and, therefore, had not been effected.

      The Company took certain remedial actions to perfect a first security
lien  on  the Eligible Collateral. On December 1, 1995, the Company entered
into  an indenture of trust (the "Indenture") with Michael Hric, P.A.  (the
"Trustee") pursuant to which the Trustee will act as trustee and agent  for
the  Noteholders with respect to the Eligible Collateral and the  Company's
performance with respect to the Notes.  The Trustee has taken possession in
the  manner described in the Indenture, of all items of Eligible Collateral
and  has  filed a UCC-1 financing statement with the Florida  Secretary  of
State.

     During the period of time between the acquisition of the Portfolio and
the  Trustee's  actions  on December 1, 1997, no creditor  of  the  Company
obtained  a  lien against the Eligible Collateral superior or otherwise  to
that  of the Trustee on behalf of the Noteholders.  Accordingly, the  delay
in and filing a financing statement with the Florida Department of State as
to the Eligible Collateral did not prejudice the Noteholders.

Item 2.   Properties

      At  December  31,  1997, the significant assets of the  Company  were
constituted  by  the  first lien residential mortgage  loans,  and  interim
financing  and  certificates  of deposit in  the  amount  of  $264,912  and
$80,228,  respectively.   The mortgaged properties  included  in  the  loan
portfolio  at  December 31, 1997, are located in Florida, Kansas,  Missouri
and  Texas.   (See  Item 1 for discussion of mortgage  activity,  including
servicing and portfolio turnover policy.)

      The  Company leases office space from an affiliate company, Executive
Wealth Management Services,  Inc. (EWMS) for $954 a month.

Item 3.   Legal Proceedings

      The  Company  was not a party to any litigation for the period  ended
December 31, 1997 nor is any litigation or claim threatened.

Item. 4   Submission of Matters to a Vote of Security Holders
     NOT APPLICABLE


                                  PART II
                                     
Item 5.   Market for Common Equity and Related Stockholder Matters

      At December 31, 1997, all of the outstanding voting equity securities
of  the  Company  constituted by 100,000 shares of Common Stock,  $.01  par
value,  were  held of record and beneficially by the Gaeton S. Della  Penna
Revocable Living Trust, dtd. June 1, 1992, as amended.  Mr. Della Penna  is
the  promoter and sole director and officer of the Company.   There  is  no
present market for the Common Stock of the Company.


Item 6.        Selected Financial Data


     The following table reflects the significant revenue and expense items
for the years ended December 31, 1997 and 1996, and the related increase in
each:

<TABLE>
<CAPTION>
                                             1997       1996       Increase/
                                                                   Decrease
                                          ---------  ---------    ----------
<S>                                       <C>        <C>          <C>
Accretion of certificate
  of deposit interest                     $    ---   $   6,577    $  (6,577)
Interest income - residential
    mortgage loans                          220,693    249,252      (28,559)
Interest income                               7,180      ---          7,180
Other income                                  8,622      3,632        4,990

EXPENSES
Bad debts expense                           295,499      ---        295,499
Commissions                                  13,588     15,942       (2,354)
Consulting                                   15,539     20,006       (4,467)
Interest                                    324,258    347,237      (22,979)
Loss on write-offs-ORE
   and mortgage loan notes                  244,609      ---        244,609
Management Fees                              20,520     81,157      (60,637)
Office expense                                9,530      5,632        3,898
Salaries and wages                           23,143      ---         23,143
Service fees                                  5,189     10,343       (5,154)
Taxes                                         4,399      1,373        3,026
Travel and entertainment                      4,142      7,187       (3,045)
</TABLE>

      The  Company had a decrease in operating revenue of $22,966  for  the
year ended December 31, 1997, as compared to the same period in 1996.  This
decrease  is due primarily to a decrease in interest income of $28,559  for
the year ended December 31, 1997 as compared to the same period ended 1996.
This  decrease relates to the fact that the Company paid principal payments
to noteholders in the amount of $239,000 in December of 1996 which resulted
in  fewer funds invested in mortgage notes and an increase in delinquent or
non-performing loans.

      Bad debts increased $295,499 for the year ended December 31, 1997, as
compared  to  the  same  period ended 1996.  This increase  relates  to  an
advance made to a mortgage broker against commissions generated and a  note
receivable  of $200,000 .  The advance was believed to be uncollectible  at
December  31,  1997.   However,  Management anticipates  selling  the  note
receivable  of  $200,000  to  a third party.  An  allowance  for  the  full
$200,000 was entered on the company's book at December 31, 1997.

     Commissions decreased $2,354 from the year ended December 31, 1997, as
compared to the year ended December 31, 1996.  This decrease relates to the
fact that as of December 31, 1997, the Company sold fewer mortgages through
third-party mortgage brokers than compared to the same period ended in 1996
and  during  fiscal 1997, and the Company invested more  funds  in  interim
financing.

      Consulting fees decreased $4,467 for the year ended December 31, 1997
compared  to  the same period ended 1996.  This decrease results  from  the
Company s decision to write off those properties mentioned above and  legal
action  costs.   Legal fees, taxes, insurance and maintenance  upgrades  to
these properties decreased substantially throughout fiscal 1997.

      Interest  expense  for the year ended December  31,  1997,  decreased
$22,979  as  compared  to  the  same period  in  1996.   This  decrease  is
attributable to the fact that as of December 31, 1996, the Company's  7.75%
series  of notes matured.  Principal in the amount of $239,000 was paid  to
the noteholders.

      Loss on write offs-ORES and mortgage notes  of $244,609 for the  year
ended  December 31, 1997, compared to none for the same period ended  1996,
is  due  to the liquidation at market value of the portfolio during  fiscal
1997.   Several  mortgage notes that had been foreclosed and  held  on  the
books  as ORES (Other Real Estate), were costing more to maintain than  the
Company  could  financially  justify from a cost  basis  and  realistically
carry.   These properties were written off throughout the third and  fourth
fiscal quarters of 1997.

     Management fees decreased from $81,157 to $20,520 for the period ended
December  31, 1996 and 1997, respectively.  This decrease relates to  fewer
mortgage  notes  and  the related face value of portfolio  assets  held  at
December 31, 1997 compared to the period ended 1996.

     Servicing fees decreased $5,154 for the period ended December 31, 1997
as  compared to the same period in 1996.  This decrease relates to the fact
that  fewer mortgages were held during the year ended December 31, 1997  as
compared to the same period ended December 31, 1996.

      Travel expenses decreased from $7,187 to $4,142 for the period  ended
December  31,  1996  and  1997,  respectively.   The  decrease  relates  to
decreased  traveling of management in sourcing, reviewing and offering  for
the acquisition and sale portfolios of residential mortgages and seeking to
interim financing where and when appropriate, as an alternative.

Item 7.        Management's Discussion and Analysis and Plan of Operations

      The  Company  received gross Note proceeds in excess of  the  minimum
principal amount of $1,500,000 on January 31, 1994.

      The  Company  established  from the net  Note  proceeds  received  an
interest  reserve  in  order  to facilitate the  payment  of  the  interest
obligation  of  the Notes during the Company's early periods of  operation.
The  Company continued to issue notes throughout the effective Registration
period  and  closed the offering on September 21, 1994.  At  the  time  the
offering was closed, the Company received gross Note proceeds in the amount
of $4,252,500.

     The Company, utilizing the Note proceeds from the public offering, has
acquired mortgage loans secured by first liens on real estate, as  well  as
insured  certificates and instruments of deposit or debt securities  issued
by  the  United States and instrumentality s thereof in accordance with  an
expressed Acquisition Policy.  In summary, such Acquisition Policy requires
that  the  Company only acquire mortgage loans for its Portfolio which  are
secured  by  a  first priority lien on residential real  estate.   Acquired
mortgage  loans must have an amortization schedule with respect to  monthly
payments  or principal and interest not in excess of 360 months (30  years)
from  the  time that the mortgage loan acquired was originated or  periodic
payments of interest only.

      Scheduled  principal  and interest payments  on  portfolio  loans  at
December  31, 1997, represent an annualized rate of return of approximately
20% on the basis of the Company costs in acquiring such portfolio loans and
an  annualized  rate of return of approximately 15% (stated  rate)  on  the
basis  of  the unpaid principal balance of the portfolio loans at  December
31, 1997.

      At  December  31,  1997, the portfolio of the  Company  consisted  of
mortgage  notes  with  a carrying value of $257,912.  The  following  table
shows the mortgage notes at face value and carrying value which takes  into
consideration the discount and allowance for losses:

                         Principal      Allowance
Face Value     Discount  Payments      For Losses      Carrying Value
----------     --------  ---------     ----------      --------------
$271,925       ($6,758)    ($255)       ($7,000)          $ 257,912

      At  December 31, 1997, the underlying real estate collateral  of  the
Companys  portfolio  of  mortgage  loans  have  an  appraised   value   of
approximately $417,386, or a carrying value to appraised value ratio of  64
to  1.   The collateral real estate securing such loans as of December  31,
1997,  was  residential real estate.  The Company held no  unimproved  real
estate loans as of December 31, 1997.

      There  was 1 mortgage loan with a carrying value of $33,698 that  was
delinquent  (in terms of scheduled principal and interest payments)  as  of
December 31, 1997.  This loan represents 13% of the carrying value  of  the
portfolio.

      As  noted above the Company has experienced delinquencies  with   its
current  portfolio of mortgage loans.  Management feels they have  isolated
the cause of this increase in delinquencies and have implemented corrective
measures. Management has determined the biggest factors contributing to the
possibility of a mortgage loan becoming delinquent are the amount  of  down
payment  and credit history of the mortgagee.  In order for the Company  to
purchase  mortgage  loans at the discounts they underwrite,  the  mortgagee
typically  has  a  history  of  credit  problems  and/or  cannot  place   a
substantial  down  payment  on  the property.   While  each  of  the  above
situations would not necessarily indicate that there is  a good probability
for  the  mortgage  loan   to  become  delinquent,  however,  together  the
probability of delinquency may increase significantly.

      The  Company  has  experienced that if a mortgagee  has  past  credit
problems, but has  made an effort to rectify the situation, they are a good
credit  risk.   The Company has experienced problems with mortgagee  s  who
have had historical credit problems, but have not shown a good faith effort
to  correct or rectify the situation.  Therefore, going forward, management
has  implemented a tighter credit review on the prospective mortgage  loans
it  buys.   If a mortgagee has past credit problems and that mortgagee  has
not  made  a  good  faith effort to correct or rectify the  situation,  the
Company  will  not purchase the mortgage loan unless there are compensating
factors contributing to its purchase.

      Additionally, management has also determined that the amount of  cash
down  payment  plays  a significant role in whether or not  mortgage  loans
become  delinquent.   In  the past, depending upon the  circumstances,  the
Company would  purchase mortgage loans with as little as 3% down.  However,
because of the relatively small amount of money the mortgagee has  at risk,
he  or  she seem to be more likely to allow the mortgage become delinquent.
Because  of the experience which the Company  has had with these  low  down
payment mortgage loans, it is currently only purchasing loans with at least
5%   cash   down  payments,  unless  once  again,  there  are  compensating
circumstances which make its purchase more likely.

      With  the above referenced criteria in place, management is confident
that delinquencies within the portfolio of mortgage loans will decrease  in
the future.

      As  shown  in the accompanying financial statements, the  Corporation
incurred  a net loss of $698,505 during the year ended December  31,  1997,
and as of that date, the Company s current liabilities exceeded its current
assets  by  $1,937,805.  The ability of the Corporation to  continue  as  a
going  concern is dependent on obtaining additional capital and  financing.
The  financial  statements  do not include any adjustments  that  might  be
necessary if the Corporation is unable to continue as a going concern.   As
disclosed in the Form 10K-SB for the fiscal year ending December 31,  1996,
Management  anticipates a significant decline in overhead expenses  due  to
stringent  cost  cutting  and expense controls.  In  discussions  with  its
independent  auditors, a proposed plan of note maturity extension  for  the
Series  1993A-IV has been suggested.  Management in consultation  with  the
Trustee and legal counsel will be addressing the feasibility, logistics and
necessary steps to proffer such a definitive plan to the noteholders of the
aforementioned Series during the first half of fiscal 1998.  Such plan  may
include,  but  not  be limited to the extension of the respective  maturity
from 24 to 36 months from their scheduled maturation.


Item 8.   Financial Statements and Supplementary Data

      Included  in the Annual Report on Form 10K-SB as Exhibit  1  are  the
audited financial statements specified in Instruction (a) to Item 7.

Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

     NOT APPLICABLE


                                 PART III
                                     
Item 10.  Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act

The  day-to-day business and affairs of the Company are managed and carried
out  the  by President.  Mr. Guy S. Della Penna serves as the sole director
and  President of Federal Mortgage Management, Inc.  Information concerning
Mr. Della Penna is presented below:

      Mr.  Della  Penna,  age 45, has been a resident of Sarasota,  Florida
since  1980  and is the founder and President of Capital Management  Group,
Inc.   Capital Management Group, Inc. was organized by Mr. Della  Penna  in
1989.   Under  the  auspices of Capital Management Group, Inc.,  Mr.  Della
Penna  has  provided financial and tax consulting and advisory services  to
individuals  and corporate entities.  Capital Management Group,  Inc.  also
acts as general agent for various insurance companies.  Mr. Della Penna  is
a  General  Securities  Principal and Financial  and  Operations  Principal
pursuant  to  NASD Rules.  Additionally, at December 31,  1996,  Mr.  Della
Penna  was  the  majority shareholder, director and  officer  of  Executive
Securities,  Inc., the manager of the Note offering.  Mr. Della  Penna  has
been  active in the financial industry for approximately 19 years.   During
the  period  April  1980 to January 1986, Mr. Della  Penna  served  as  the
Assistant  to  the Chairman of the Board of Snelling & Snelling,  Inc.,  as
well as Assistant Treasurer.  Snelling & Snelling, Inc. is a franchiser  of
an  employee  recruitment business.  While with such firm, Mr. Della  Penna
also  served  as  a member of the Executive, Acquisition  and  Pension  and
Profit  Sharing  committees.  Mr. Della Penna also served as  the  personal
business  manager  and  financial  advisor  to  the  Snelling  family   and
affiliated  entities  and  in  such  capacity,  was  responsible  for  cash
management,  tax  and  investment analysis and commitments.   The  Snelling
family  are the principal shareholders of Snelling & Snelling, Inc.  During
the  period  April,  1978 through February 1980, Mr.  Della  Penna  was  an
associated  person  of Lehman Brothers, New York, New York,  where  he  was
involved  in  the structuring, documentation and marketing  of  tax  exempt
financings issued by state and local governments.  Mr. Della Penna holds  a
Bachelor  of Science degree in Business Administration from Ithaca College,
Ithaca, New York and received a Master of Business Administration degree in
Finance from the State University of New York, Albany, New York.

Item 11.  Executive Compensation


<TABLE>
<CAPTION>

                        SUMMARY COMPENSATION TABLE
                                     
                                                  Long Term Compensation
                  Annual Compensation    Awards          Payouts
(a)         (b)   (c)       (d)      (e)      (f)         (g)            (h)       (i)
                                     
                                     Other                Securities
Name                                 Annual   Restricted  Under-                   All Other
and                                  Compen-  Stock       lying          LTIP      Compen-
Principal                            sation   Award(s)    Options/       Payouts   sation
Position    Year  Salary($) Bonus($)  ($)      ($)        SARs (#)       ($)       ($)
---------   ----  --------  -------- -------  --------    ---------      -------   ---------
<S>         <C>   <C>       <C>      <C>      <C>         <C>            <C>       <C>
Guy S.
Della Penna
President/
    CEO     1994   ---       ---     $150,977    ---       ---           ---        ---
            1995                      157,643
            1996                       81,157
            1997                       20,520
</TABLE>


Item 12.  Security Ownership of Certain Beneficial Owners and Management

      As  of December 31, 1997, the Gaeton S.  Della Penna Revocable Living
Trust,  dtd. June 1, 1992, as amended, owns 100% of the outstanding  shares
of common stock.

Item 13.  Certain Relationships and Related Transactions


      Management  fees of $20,520 and $81,157 were paid in 1997  and  1996,
respectively,  to an affiliated company, Capital Mortgage Management.   Mr.
Della Penna is the 100% stockholder of this affiliated Company.

      For  the years ended December 31, 1997 and 1996, the Company utilized
office  space  of  an  affiliate for which it  paid  $11,459  and  $11,529,
respectively.


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
  
    NOT APPLICABLE

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

                              FEDERAL MORTGAGE MANAGEMENT, INC.



                    BY:              Guy S. Della Penna
                              ---------------------------------------------
                    Guy S. Della Penna, President & Chief Executive Officer


March 1998