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 period from August 15, 1996  (Commencement
         of Operations) to December 31, 1996

[  ]     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 34-020552

                                         Saxon Asset Securities Trust 1996-2
                         Mortgage Loan Asset Backed Certificates, Series 1996-2

                         (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 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


<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 1996-2
                                       Mortgage Loan Asset Backed Certificates
                                       1996-2


Date:  June 4,    1997                      By:      /s/ Brad Adams
                                                     --------------
                                                     Brad Adams
                                                     Vice President


<PAGE>




                                                    EXHIBIT 99.1

                                           ANNUAL STATEMENT OF COMPLIANCE


<PAGE>
                        ANNUAL STATEMENT OF COMPLIANCE

I, Nelda  Roberts,  hereby  certify that I am a Vice President of Texas Commerce
Bank National  Association,  ("the Master  Servicer") acting as Master Servicer,
pursuant to a Trust Agreement  ("Agreement")  with Saxon Asset  Securities Trust
1996-2,  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,  Texas Commerce Bank, 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/ Nelda C. Roberts
Nelda C. Roberts
Title:  Vice President and Trust Officer

Date:  June 3, 1997







<PAGE>



                                                    EXHIBIT 99.2


                                              ANNUAL SERVICING REPORTS



<PAGE>

                           OFFICERS CERTIFICATE ANNUAL
                         ANNUAL STATEMENT OF COMPLIANCE

      MORTGAGE PASS THROUGH CERTIFICATES RESIDENTIAL MORTGAGE LOANS SERIES
                             1999-LB2 AND 1997-LB1

IN ACCORDANCE  WITH THE APPROPRIATE  SECTION OF THE ABOVE CAPTIONED  POOLING AND
SERVICING  AGREEMENTS,  I, PATRICIA L. WAYMAN AND SHAWNA R. OGILVIE OF LONG 
BEACH 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 18TH DAY OF MARCH, 1997.


BY:  /s/PATRICIA L. WAYMAN
     PATRICIA L. WAYMAN
     PRESIDENT

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


<PAGE>

                                                    EXHIBIT 99.4

ANNUAL STATEMENT OF INDEPENDENT ACCOUNTANTS FOR EACH SERVICER


<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 Long Beach Mortgage Company

We have examined  management's  assertion  about Long Beach  Mortgage  Company's
compliance with the minimum servicing standards identified in Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers  (USAP).  Management is responsible  for Long Beach  Mortgage  Company's
compliance with those 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  Long  Beach  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 Long Beach Mortgage
Company's compliance with the minimum servicing standards.

In our opinion, management's assertion that Long Beach Mortgage company complied
with the aforementioned minimum servicing standards as of and for the year ended
December 31, 1996 is fairly stated, in all material respects.

Deloitte & Touche LLP

March 28, 1997


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