FORM 10-K/A

                                 AMENDMENT NO. 1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
(Mark One)
[ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996

                           OR

[     ]  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: 1-11017

                         NORTH AMERICAN MORTGAGE COMPANY
             (Exact name of registrant as specified in its charter)



               Delaware                                68-0267088
      (State or other jurisdiction           I.R.S. Employer Identification No.)
  of incorporation or organization)



3883 Airway Drive, Santa Rosa, California                 95403-1699
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code: (707) 546-3310

Securities registered pursuant to Section 12(b) of the Act:

   Title of each class                 Name of each exchange on which registered

Common Stock, $.01 Par Value                    New York Stock Exchange

Preferred Stock Purchase Rights                 New York Stock Exchange

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


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        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 the  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]

         As  of  March  18,  1997,  the  latest  practicable  date,  there  were
14,057,820 shares of North American  Mortgage  Company(R) Common Stock, $.01 par
value, (the "Common Stock")  outstanding.  Based on the closing price for shares
of Common Stock on that date, the aggregate market value of Common Stock held by
non-affiliates  of  the  registrant  was  approximately  $290,845,005.  For  the
purposes  of the  foregoing  calculation  only,  all  members  of the  Board  of
Directors and executive officers of the registrant have been deemed affiliates.




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                         NORTH AMERICAN MORTGAGE COMPANY


The registrant hereby amends the following items, financial statements, exhibits
or other  portions of its Annual Report on Form 10-K for the twelve months ended
December 31, 1996, as set forth in the pages attached hereto:

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

        3.    Exhibits Index........................................      4

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned, thereunto duly amended

                                    NORTH AMERICAN MORTGAGE COMPANY



                                    By:  /s/Terrance G. Hodel
                                         -------------------------------------
                                         Terrance G. Hodel
                                         President and Chief Operating Officer


Date:   April 2, 1997


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Exhibit
Number              Description

3.1      Certificate of Incorporation of the Company (Exhibit 3.1(5))
3.2      Amended  and  Restated  Certificate  of  Incorporation  of the  Company
         (Exhibit 3.2 (5))
3.3      Certificate  of  Amendment  dated April 1, 1992 to Amended and Restated
         Certificate of Incorporation of the Company (Exhibit 3.3(5))
3.4      Certificate  of  Designation  of  Preferences  and  Rights  of Series A
         Convertible Preferred Stock of the Company filed July 13, 1992 (Exhibit
         3.4(5))
3.5      Certificate  of Merger dated July 16, 1992 of NAMC Sub I, Inc. into the
         Company (Exhibit 3.5(5))
3.6      Certificate  of  Designation  of  Preferences  and  Rights  of Series A
         Cumulative  Preferred  Stock of the  Company  filed  November  6,  1992
         (Exhibit 3.6(5))
3.7*     Amended and Restated By-Laws of the Company
4.1      Specimen Common Stock Certificate of the Company (Exhibit 4.1(2))
4.2      Specimen Class A Convertible Preferred Stock Certificate of the Company
         (Exhibit 4.4(3))
4.3      Certificate  of  Designation  of  Preferences  and  Rights  of Series A
         Convertible  Preferred  Stock of the  Company  filed July 13, 1992 (See
         Exhibit 3.4)
4.4      Certificate  of  Designation  of  Preferences  and  Rights  of Series A
         Cumulative  Preferred  Stock of the Company filed November 6, 1992 (See
         Exhibit 3.6)
4.5      Shareholder Rights Agreement,  dated as of October 19, 1992 between the
         Company and The Bank of New York, as Rights Agent (Exhibit 4(4))
4.6      Form of Commercial Paper Note of the Company (Exhibit 4.3(9))
4.7      Form of  Indenture  between the Company and IBJ  Schroder  Bank & Trust
         Company, as Trustee (Exhibit 4.1(7))
4.8      Form of Medium-Term Note, Series A (Fixed Rate) of the Company (Exhibit
         4.2 (8)) 
4.9      Form of  Medium-Term  Note,  Series A  (Floating  Rate) of the  Company
         (Exhibit 4.3(8))
10.1     Master  Agreement  dated  October 22,  1992  between  Federal  National
         Mortgage Association and the Company, as amended (Exhibit 10.4(5))
10.2+    North American Mortgage Company Supplemental  Executive Retirement Plan
         (Exhibit 10.16(5))
10.3+    Form of Letter Agreement regarding Grant of Non-qualified Stock Options
         dated February 1, 1993 (Exhibit 10.19(5))
10.4     Letters of  approval to IMCO Realty  Services -- a  California  Limited
         Partnership   (predecessor  of  the  Company),  from  Federal  National
         Mortgage   Association,   Federal  Home  Loan   Mortgage   Corporation,
         Government National Mortgage Association,  Veterans  Administration and
         Department of Housing and Urban Development (Exhibit 10.26(1))

---------------
+This  exhibit   constitutes  a  management   contract,   compensatory  plan  or
arrangement. *These exhibits were previously filed as part of this Annual Report
on Form 10-K for the twelve months ended December 31, 1996.

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10.5     Priority Forward  Commitment  dated April 30, 1993 between  Residential
         Funding Corporation and the Company (Exhibit 10.58(6))
10.6     Servicing  Rights  Purchase  Agreement dated March 31, 1993 between the
         Company and GE Capital Mortgage Services, Inc. (Exhibit 10.59(6))
10.7     Commercial  Paper Dealer Agreement dated October 6, 1993 between Morgan
         Stanley & Co. Incorporated and the Company (Exhibit 10.62(9))
10.8.1   First  Amendment to Master  Agreement  dated  December 17, 1992 between
         Federal  National   Mortgage   Association  and  the  Company  (Exhibit
         10.64.1(9))
10.8.2   Second  Amendment  to Master  Agreement  dated March 25,  1993  between
         Federal  National   Mortgage   Association  and  the  Company  (Exhibit
         10.64.2(9))
10.8.3   Third  Amendment  to Master  Agreement  dated  March 18,  1993  between
         Federal  National   Mortgage   Association  and  the  Company  (Exhibit
         10.64.3(9))
10.8.4   Fourth  Amendment  to Master  Agreement  dated April 28,  1993  between
         Federal  National   Mortgage   Association  and  the  Company  (Exhibit
         10.64.4(9))
10.8.5   Fifth Amendment to Master  Agreement dated May 17, 1993 between Federal
         National Mortgage Association and the Company (Exhibit 10.64.5(9))
10.8.6   Sixth Amendment to Master Agreement dated June 11, 1993 between Federal
         National Mortgage Association and the Company (Exhibit 10.64.6(9))
10.8.7   Seventh  Amendment  to Master  Agreement  dated  July 8,  1993  between
         Federal  National   Mortgage   Association  and  the  Company  (Exhibit
         10.64.7(9))
10.8.8   Eighth  Amendment  to Master  Agreement  dated  August 16, 1993 between
         Federal  National   Mortgage   Association  and  the  Company  (Exhibit
         10.64.8(9))
10.8.9   Ninth  Amendment to Master  Agreement  dated  September 2, 1993 between
         Federal  National   Mortgage   Association  and  the  Company  (Exhibit
         10.64.9(9))
10.8.10  Tenth  Amendment to Master  Agreement  dated  September 3, 1993 between
         Federal National Mortgage Association and the Company (Exhibit 10.64.10
         (9))
10.9     As Soon As Pooled/Early Purchase Option Agreement dated August 12, 1993
         between Federal National Mortgage  Association and the Company (Exhibit
         10.65(9))
10.10    Mandatory  Commitment  Letter Agreement dated November 11, 1993 between
         The Prudential  Home Mortgage  Company,  Inc. and the Company  (Exhibit
         10.29(10))
10.11    Standby  Commitment  Contract dated December 9, 1993 between GE Capital
         Mortgage Services, Inc. and the Company (Exhibit 10.30(10))
10.12    Agreement  for Purchase and Sale of Servicing  dated as of December 24,
         1993 between BancBoston  Mortgage  Corporation and the Company (Exhibit
         10.32(10))
10.13.1  Eleventh  Amendment to Master Agreement dated November 15, 1993 between
         Federal  National   Mortgage   Association  and  the  Company  (Exhibit
         10.33.1(10))
10.13.2  Twelfth  Amendment to Master  Agreement dated November 24, 1993 between
         Federal  National   Mortgage   Association  and  the  Company  (Exhibit
         10.33.2(10))
10.13.3  Thirteenth  Amendment  to Master  Agreement  dated  December  22,  1993
         between Federal National Mortgage  Association and the Company (Exhibit
         10.33.3(10))
10.14    Renewal of Master  Agreement  dated as of December 22, 1993 between the
         Federal  Home  Loan  Mortgage  Corporation  and  the  Company  (Exhibit
         10.34(10))  
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10.15    Administrative Procedures for Deferral Elections for the North American
         Mortgage Company 1994 Deferred  Compensation Program for Executive Vice
         Presidents,  the President  and the Chief  Executive  Officer  (Exhibit
         10.36(10))
10.16    Deferred   Compensation  Program  and  Administrative   Procedures  for
         Deferral Elections (Exhibit 10.37(10))
10.17    Master Agreement dated March 31, 1994 between Federal National Mortgage
         Association and the Company (Exhibit 10.41(11))
10.18    Renewal of Master  Agreement  dated March 31, 1994 between Federal Home
         Loan Mortgage Corporation and the Company (Exhibit 10.42(11))
10.19    First through  Fourth  Amendments to Master  Agreement  dated March 31,
         1994,  between Federal  National  Mortgage  Association and the Company
         (Exhibit 10.45(12))
10.20+   Form of Letter  Agreement  regarding  Grant of Qualified  Stock Options
         dated April 29, 1994 and Schedule of Option  Agreements  with Executive
         Officers (Exhibit 10.32(13))
10.21+   Termination  Agreement  between  John F.  Farrell,  Jr. and the Company
         dated February 6, 1995 (Exhibit 10.34(13))
10.22+   Termination  Agreement  between Terrance G. Hodel and the Company dated
         February 6, 1995 (Exhibit 10.35(13))
10.23+   Form of Termination  Agreement for Executive  Officers,  other than the
         Chief Executive Officer and the President,  and Schedule of Termination
         Agreements with Executive Officers (Exhibit 10.36(13))
10.24+   Form of Letter  Agreement  regarding  Grant of Qualified  Stock Options
         dated  February  22, 1995 and  Schedule of  Agreements  with  Executive
         Officers (Exhibit 10.37(13))
10.25+   North American Mortgage Company Incentive Stock Option Plan, as amended
         (Exhibit 10.38(13))
10.26.1  Fifth  Amendment to Master  Agreement  dated December 8, 1994,  between
         Federal  National   Mortgage   Association  and  the  Company  (Exhibit
         10.39.1(13))
10.26.2  Sixth  Amendment to Master  Agreement  dated January 31, 1995,  between
         Federal  National   Mortgage   Association  and  the  Company  (Exhibit
         10.39.2(13))
10.26.3  Seventh  Amendment  to Master  Agreement  dated March 7, 1995,  between
         Federal  National   Mortgage   Association  and  the  Company  (Exhibit
         10.39.3(13))
10.26.4  Eighth  Amendment to Master  Agreement  dated March 22,  1995,  between
         Federal  National   Mortgage   Association  and  the  Company  (Exhibit
         10.39.4(13))
10.27    Commercial Paper Dealer Agreement dated as of February 15, 1995 between
         the Company and Chase Securities, Inc. (Exhibit 10.42(13))
10.28    Third  Amendment to Pool Purchase  Contract  between  Federal  National
         Mortgage Association and the Company (Exhibit 10.44(14))
10.29    Renewal of Master  Agreement dated as of March 23, 1995 between Federal
         National Mortgage Association and the Company (Exhibit 10.45(14))

---------------
+This exhibit constitutes a management contract, compensatory plan or
 arrangement.

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<PAGE>

10.30    Master Agreement dated April 17, 1995 between Federal National Mortgage
         Association and the Company (Exhibit 10.46(15))
10.31    Amendment  No. One to Master  Agreement  dated April 17,  1995  between
         Federal  National   Mortgage   Association  and  the  Company  (Exhibit
         10.47(15))
10.32    Amendment  No. Two to Master  Agreement  dated April 17,  1995  between
         Federal  National   Mortgage   Association  and  the  Company  (Exhibit
         10.48(15))
10.33    Amendment  No. Three to Master  Agreement  dated April 17, 1995 between
         Federal  National   Mortgage   Association  and  the  Company  (Exhibit
         10.49(15))
10.34    Consolidated  Second Amended and Restated  Revolving  Credit  Agreement
         dated as of January  23,  1996 by and among the  Company  and The First
         National Bank of Chicago,  as  administrative  agent, and certain other
         parties identified therein (Exhibit 10.37(16))
10.35    Renewal of Master  Agreement dated as of March 23, 1996 between Federal
         Home Loan Mortgage Corporation and the Company (Exhibit 10.38(16))
10.36+   Form of Letter  Agreement  regarding  Grant of Qualified  Stock Options
         dated  February  14, 1996 and  Schedule of  Agreements  with  Executive
         Officers (Exhibit 10.39(16))
10.37+   North American  Mortgage  Company Deferred Base Salary or Bonus Program
         (Exhibit 10.40(16))
10.38+   National Union Fire Insurance  Company of Pittsburgh,  PA.(R) Directors
         and  Officers  Insurance  and  Company  Reimbursement  Policy  (Exhibit
         10.41(16))
10.39+   Chubb Group of Insurance Companies Directors and Officers Liability and
         Reimbursement Excess Policy (Exhibit 10.42(16))
10.40    Master  Agreement dated as of April 4, 1996,  between Federal  National
         Mortgage Association and the Company (Exhibit 10.43(17))
10.41    Master  Commitment  Amendment  dated May 31, 1996 between  Federal Home
         Loan Mortgage Corporation and the Company (Exhibit 10.44(18))
10.42    Master  Commitment  Amendment  dated July 23, 1996 between Federal Home
         Loan Mortgage Corporation and the Company (Exhibit 10.45(18))
10.43    American  International  Companies  Directors,  Officers and  Corporate
         Insurance Policy (Exhibit 10.46(19))
10.44    Chubb Group of Insurance Companies Directors and Officers Liability and
         Reimbursement Excess Policy (Exhibit 10.47(19))
10.45+*  Senior Executive Severance Pay Plan of North American Mortgage Company
11*      Statement re Computation of Per Share Earnings
13**     1996 Annual Report to Stockholders
21*      Subsidiaries of the Registrant
23*      Consent of Independent Auditors
27*      Financial Data Schedule


---------------
+This  exhibit   constitutes  a  management   contract,   compensatory  plan  or
arrangement. *These exhibits were previously filed as part of this Annual Report
on Form 10-K for the twelve months ended December 31, 1996.
*These exhibits were previously filed as part of this Annual Report on Form 10-K
for the twelve months ended December 31, 1996.
**Filed herewith.



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<PAGE>
(1)      Incorporated  by  reference  to  designated  exhibit  to the  Company's
         Registration  Statement  on Form  S-4,  filed  under  Registration  No.
         33-44681 on December 23, 1991.
(2)      Incorporated  by  reference  to  designated  exhibit  to the  Company's
         Registration  Statement on Form S-1 and Amendment No. 1 thereto,  filed
         under Registration No. 33-44680 on February 12, 1992.
(3)      Incorporated  by  reference  to  designated  exhibit  to the  Company's
         Registration  Statement on Form S-4 and Amendment No. 2 thereto,  filed
         under Registration No. 33-44681 on February 26, 1992.
(4)      Incorporated  by  reference  to  designated  exhibit  to the  Company's
         Current Report on Form 8-K filed under  Commission  File No. 1-11017 on
         November 6, 1992.
(5)      Incorporated  by  reference  to  designated  exhibit or schedule to the
         Company's  Annual Report on Form 10-K filed under  Commission  File No.
         1-11017 on March 30, 1993.
(6)      Incorporated  by  reference  to  designated  exhibit  to the  Company's
         Quarterly  Report on Form 10-Q filed under  Commission File No. 1-11017
         on May 14, 1993.
(7)      Incorporated  by  reference  to  designated  exhibit  to the  Company's
         Registration  Statement  on Form  S-3,  filed  under  Registration  No.
         33-69318 on September 23, 1993.
(8)      Incorporated  by  reference  to  designated  exhibit  to the  Company's
         Current Report on Form 8-K filed under  Commission  File No. 1-11017 on
         October 25, 1992.
(9)      Incorporated  by  reference  to  designated  exhibit  to the  Company's
         Quarterly  Report on Form 10-Q filed under  Commission File No. 1-11017
         on November 12, 1993.
(10)     Incorporated  by  reference  to  designated  exhibit or schedule to the
         Company's  Annual Report on Form 10-K filed under  Commission  File No.
         1-11017 on March 30, 1994.
(11)     Incorporated  by  reference  to  designated  exhibit  to the  Company's
         Quarterly  Report on Form 10-Q filed under  Commission File No. 1-11017
         on May 14, 1994.
(12)     Incorporated  by  reference  to  designated  exhibit  to the  Company's
         Quarterly  Report on Form 10-Q filed under  Commission File No. 1-11017
         on November 12, 1994.
(13)     Incorporated  by  reference  to  designated  exhibit or schedule to the
         Company's  Annual Report on Form 10-K filed under  Commission  File No.
         1-11017 on March 30, 1995.
(14)     Incorporated  by  reference  to  designated  exhibit  to the  Company's
         Quarterly  Report on Form 10-Q filed under  Commission File No. 1-11017
         on May 14, 1995.
(15)     Incorporated  by  reference  to  designated  exhibit  to the  Company's
         Quarterly  Report on Form 10-Q filed under  Commission File No. 1-11017
         on August 14, 1995.
(16)     Incorporated  by  reference  to  designated  exhibit or schedule to the
         Company's  Annual Report on Form 10-K filed under  Commission  File No.
         1-11017 on March 30, 1996.
(17)     Incorporated  by  reference  to  designated  exhibit  to the  Company's
         Quarterly  Report on Form 10-Q filed under  Commission File No. 1-11017
         on May 14, 1996.
(18)     Incorporated  by  reference  to  designated  exhibit  to the  Company's
         Quarterly  Report on Form 10-Q filed under  Commission File No. 1-11017
         on August 14, 1996.
(19)     Incorporated  by  reference  to  designated  exhibit  to the  Company's
         Quarterly  Report on Form 10-Q filed under  Commission File No. 1-11017
         on September 14, 1996.




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