SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-K

[X]      Annual  report  pursuant  to  Section  13 or  15(d)  of the Securities
         Exchange Act of 1934 for the period from November 13,1997 (Commencement
         of Operations) to December 31, 1997

[  ]     Transition report pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 for the transition period from   to


                        Commission File Number  34-0-20552

                       Saxon Asset Securities Trust 1997-3
             Mortgage Loan Asset Backed Certificates, Series 1997-3

             (Exact name of registrant as specified in its charter)

         Virginia                                              52-1785164
(State or other jurisdiction of                           I.R.S. Employer
incorporation or organization)                            Identification No.)

                    4880 Cox Road, Glen Allen, Virginia 23060
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code : (804) 967-7400

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 such  filing
requirements for the past 90 days. Yes X No

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

Documents incorporated by reference:  None

              Page 1 of 3                         This report consists of 9
                                                consecutively numbered pages.


<PAGE>

                            AMENDMENT NUMBER 1 OF 1

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<PAGE>

SIGNATURE

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

                                       Saxon Asset Securities Trust 1997-3
                                       Mortgage Loan Asset Backed Certificates
                                       1997-3


Date:  August 10, 1998           By:   /s/ Bradley D. Adams
                                      ---------------
                                      Bradley D. Adams
                                      Vice President


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<PAGE>


                                  EXHIBIT 99.1

                         ANNUAL STATEMENT OF COMPLIANCE


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<PAGE>



                         ANNUAL STATEMENT OF COMPLIANCE

     
I, Linda G. Warman, hereby certify that I am a Vice President of
Chase Bank of Texas,  National  Association,  "the Master  Servicer")  acting as
Master Servicer,  pursuant to a Trust Agreement  ("Agreement")  with Saxon Asset
Securities  Trust  1997-1, 1997-2, and 1997-3, and further certify to the 
best of my knowledge and after due inquiry, the following:

          I have  reviewed the  activities  of the Master  Servicer,  during the
     preceding  calendar year and the  performance  under the Agreement.  To the
     best of my knowledge,  based on such review, Chase Bank of Texas, as Master
     Servicer,  has performed and  fulfilled  its duties,  responsibilities  and
     obligations  under  the  Agreement  in all  material  respects  during  the
     applicable  period.  I have  conducted an  examination of the activities of
     each Servicer  during the preceding  calendar year and the  performance  of
     such Servicer under the related Servicing Agreement.

          I have examined each Servicer's Fidelity Bond and Errors and Omissions
     Policy  and each  such bond or policy  is in  effect  and  conforms  to the
     requirements of the related Servicing Agreement.

          I have  received from each Servicer  such  Servicer's  annual  audited
     financial statements and such other information as is required by the Guide
     and to the best of my knowledge,  based on such examination,  each Servicer
     has performed and fulfilled its duties,  responsibilities  and  obligations
     under its  Servicing  Agreement in all material  respects  throughout  such
     year.


/s/ Linda G. Warman
Title:  Vice President  and Trust Officer

Date:    July 17, 1998

                                      -5-

<PAGE>

                                  EXHIBIT 99.2


                            ANNUAL SERVICING REPORTS


                                      -6-

<PAGE>

                           OFFICERS CERTIFICATE ANNUAL
                         ANNUAL STATEMENT OF COMPLIANCE

      MORTGAGE PASS THROUGH CERTIFICATES RESIDENTIAL MORTGAGE LOANS
                       SERIES 1997-1, 1997-2, AND 1997-3

IN ACCORDANCE  WITH THE APPROPRIATE  SECTION OF THE ABOVE CAPTIONED  POOLING AND
SERVICING  AGREEMENTS,  I, JULE J. KEEN AND AND SHAWNA R. OGILVIE OF AMERIQUEST
MORTGAGE COMPANY, (THE "SERVICER") HEREBY CERTIFY:


    (i)    A REVIEW OF THE ACTIVITIES OF THE SERVICER DURING THE PRECEDING
           CALENDAR YEAR, AND OF PERFORMANCE  UNDER THESE  AGREEMENTS  HAVE BEEN
           MADE UNDER OUR SUPERVISION.

    (II)   TO THE BEST OF OUR  KNOWLEDGE,  BASED ON SUCH REVIEW,  THE SERVICER
           HAS FULFILLED ALL ITS OBLIGATIONS UDNER THESE AGREEMENTS THROUGHOUT
           SUCH YEAR.

CERTIFIED THIS 25TH DAY OF MARCH, 1998.


BY:  /s/JULE J. KEEN
     JULE J. KEEN
     EXECUTIVE VICE PRESIDENT 

BY: /s/SHAWNA R. OGILVIE
    SHAWNA R. OGILVIE
    Vice President



                                      -7-

<PAGE>

                                  EXHIBIT 99.3

          ANNUAL STATEMENT OF INDEPENDENT ACCOUNTANTS FOR EACH SERVICER 



                                      -8-

<PAGE>


DELOITTE & TOUCHE LLP
Suite 1200
695 Town Center Drive
Costa Mesa, California  92626-1924
Telephone:  (714) 436-7100
Facsimile:  (714) 436-7200

INDEPENDENT ACCOUNTANTS' REPORT

To Ameriquest Mortgage Company:


We have examined management's assertion about Ameriquest Mortgage Company's
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP) as of and for the year ended December 31, 1997, included in the
accompanying management assertion.   Management is responsible for Ameriquest
Mortgage Company's compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about the
entity's compliance based on our examination.

Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly included
examining, on a test basis, evidence about Ameriquest Mortgage Company's
compliance with the minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on Ameriquest Mortgage Company's compliance
with the servicing standards or its servicing agreements.

In our opinion, management's assertion that Ameriquest Mortgage Company
complied with the aforementioned minimum servicing standards as of and for the
year ended December 31, 1997, is fairly stated, in all material respects.


 /s/ Deloitte & Touche LLP
-------------------------
Deloitte & Touche LLP

April 8, 1998


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