SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-K/A

[X]      Annual  report  pursuant  to  Section  13 or  15(d)  of the Securities
         Exchange Act of 1934 for the fiscal year ended  December 31, 1998

[ ]      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  333-04127-06

                       Saxon Asset Securities Trust 1998-2
             Mortgage Loan Asset Backed Certificates, Series 1998-2

             (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/A or any
 amendment to this Form 10-K/A.  [X]

Documents incorporated by reference:  None


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SAXON ASSET SECURITIES TRUST 1998-2
-----------------------------------

                            AMENDMENT NUMBER 1 OF 1

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SAXON ASSET SECURITIES TRUST 1998-2
-----------------------------------

PART IV

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

(a) The following documents are filed as part of this report:

    (1) Financial Statements:
         Omitted.

    (2)  Financial Statement Schedules:
         Omitted.

    (3)  Listed below are the documents filed as a part of this report:

         Exhibit Number
         --------------
          99.1  Annual Statement of Compliance by Master Servicer
          99.2  Annual Certificate of Compliance
          99.3  Annual Statement of Independent Accountants

(b)   Reports on Form 8-K: The  following  Current  Reports on Form 8-K were
      filed by the  Registrant  during the last quarter of 1998.

      Current  Reports on Form 8-K, dated October 27, 1998, November 25, 1998
      and December 28, 1998 were filed for the  purpose of filing the Monthly
      Statement sent to the Holders of the Offered  Certificates  for  payments
      made on the same dates.  The items reported in such Current Report were
      Item 5 (Other Events).

c)   Exhibits to this report are listed in Item (14)(a)(3) above.


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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 1998-2
                                       Mortgage Loan Asset Backed Certificates
                                       1998-2


Date:  June 14, 1999           By:   /s/ Bradley D. Adams
                                      ---------------
                                      Bradley D. Adams
                                      Vice President


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                                  EXHIBIT 99.1
               Annual Statement of Compliance by Master Servicer



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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 1996-1, 1998-2, 1998-3, and 1998-4, 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:    June 10, 1999

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EXHIBIT 99.2
Annual Certificate of Compliance



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MERITECH MORTGAGE SERVICES, INC.
One Ridgmar Centre
6500 West Freeway, Ste 400
Fort Worth, TX  76116


Dear Master Servicer:

The undersigned officer certifies the following for the 1998 fiscal year:

     (a) I have reviewed the activities and  performance of the Servicer  during
     the preceding fiscal year under the terms of the Servicing Agreement, Trust
     Agreement, Pooling and Servicing Agreement and/or Seller/Servicer guide. To
     the best of this Officers' knowledge, the Servicer has fulfilled all of its
     duties,  responsibilities or obligations under these Agreements  throughout
     such year.  If there has been a default or  failure of the Servicer  to
     perform any of such duties,  responsibilities  or obligations a description
     of each default or failure and the nature and status.

     (b) I have  confirmed  that the Servicer is  currently an approved  FNMA or
     FHLMC servicer in good standing:

     (c) I have  confirmed  that the  Fidelity  Bond,  the Errors and  Omissions
     Insurance  Policy  and any  other  bonds  required  under  the terms of the
     Servicing  Agreement,  Trust  Agreement,  Pooling and  Servicing  Agreement
     and/or Seller/Servicer Guide are in full force and effect;

     (d) All premiums for each Hazard Insurance  Policy,  Flood Insurance Policy
     (if applicable) and Primary Mortgage Insurance Policy (if applicable), with
     respect  to each  Mortgaged  Property,  have  been  paid  and that all such
     insurance policies are in full force and effect;

     (e) All real estate taxes,  governmental assessments and any other expenses
     accrued and due, that if not paid could result in a lien or  encumbrance on
     any  Mortgaged  Property,  have been paid, or if any such costs or expenses
     have not been paid with respect to any Mortgaged  Property,  the reason for
     the non-payment has been reported.

     (f) All Custodial  Accounts have been  reconciled and are properly  funded.

     (g) All annual reports of Foreclosure and Abandonment of Mortgage  Property
     required  per  section  6050j/6050p  of the  Internal  Revenue  Code,
     respectively, have been prepared and filed.

Certified by:

/s/  Susan Figiel

Senior Vice President
Investor Accounting and Compliance

June 11, 1999

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                                  EXHIBIT 99.3
                  Annual Statement of Independent Accountants

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DELOITTE & TOUCHE LLP
Suite 500
Eighth & Main Building
707 East Main Street
Richmond, Virginia  23219
Telephone:  (804) 697-1500
Facsimile:  (804) 697-1825

INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors
Meritech Mortgage Services, Inc.
Fort Worth, Texas

We have examined management's assertion about Meritech Mortgage Services, Inc.'s
("Meritech"),  compliance with servicing standards identified in the Appendix as
of and for the year  ended  December  31,  1998,  included  in the  accompanying
management  assertion.  Such standards were established by Meritech's management
based  on  the  Mortgage  Bankers   Association  of  America's   Uniform  Single
Attestation  Program for Mortgage Bankers (USAP).  Management is responsible for
Meritech's  compliance with these 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  Meritech's  compliance  with the
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  Meritech's  compliance  with the  servicing  standards or its
servicing agreements.

In  our  opinion,   management's  assertion  that  Meritech  complied  with  its
established  servicing  standards  identified in the Appendix as of and for the
year ended December 31, 1998, is fairly stated, in all material respects.

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

March 1, 1999

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