Exhibit 4.1






               FIRST AMENDMENT TO POOLING AND SERVICING AGREEMENT

     THIS FIRST AMENDMENT, dated as of December 18, 2001 (this "Amendment"),  to
the Pooling and  Servicing  Agreement,  dated as of September 1, 2001  (together
with the Amendment,  the "Pooling and Servicing  Agreement"),  among SAXON ASSET
SECURITIES  COMPANY,  a Virginia  corporation,  as depositor (the  "Depositor"),
SAXON MORTGAGE,  INC., a Virginia  corporation,  as master servicer (the "Master
Servicer"),  MERITECH MORTGAGE SERVICES, INC., a Texas corporation,  as servicer
(the "Servicer"),  and BANKERS TRUST COMPANY, a New York corporation, as trustee
(the "Trustee").

                                 WITNESSETH THAT

     WHEREAS,  the  Depositor  duly  authorized  the  formation  of a trust (the
"Trust")  to  issue a series  of asset  backed  certificates  with an  aggregate
initial  Certificate  Principal Balance of $700,000,000 to be known as the Saxon
Asset Securities Trust 2001-3,  Mortgage Loan Asset Backed Certificates,  Series
2001-3 (the "Certificates");

     WHEREAS,  the Certificates in the aggregate  evidence the entire beneficial
ownership in the Trust;

     WHEREAS, the Depositor,  the Master Servicer,  the Servicer and the Trustee
have agreed to amend the Pooling and  Servicing  Agreement,  pursuant to Section
11.1(ii) thereof as set forth herein;

     NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,  covenants,
representations and warranties hereinafter set forth, the Depositor,  the Master
Servicer, the Servicer and the Trustee agree as follows:

     Section 1.1   Section References
                   ------------------

     Unless  otherwise  specified  herein,  all  references in this Amendment to
sections shall mean sections contained in this Amendment.

     Section 1.2   Defined Terms
                   -------------

     Capitalized  terms used but not  defined in this  Agreement  shall have the
respective meanings assigned to them in Section 1.1 of the Pooling and Servicing
Agreement. In addition, if a term defined in the Pooling and Servicing Agreement
is also defined herein, the definition herein shall control.

     Section 2.1   Amendment to Section 1.1
                   ------------------------

     Section 1.1 of the Pooling and  Servicing  Agreement  is hereby  amended by
replacing the definition "Determination Date" with the following definition:

     ""Determination  Date": As to any Distribution  Date, the 17th Business Day
of the month occurring in the month of such Distribution Date (or if such day is
not a Business Day, the immediately preceding Business Day)."
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     Section 3.1   Representations and Warranties.
                   ------------------------------

         On and as of the date hereof, each of the Depositor, the Master
Servicer and the Servicer hereby confirms, reaffirms and restates the
representations and warranties set forth in Sections 2.04 and Section 2.05 of
the Pooling and Servicing Agreement.

     Section 3.2   Corporate Power; Authorization
                   ------------------------------

     Each of the  Depositor,  the Master  Servicer and the Servicer has the full
power and authority to enter into and consummate all  transactions  contemplated
by this Amendment to be  consummated  by it, has duly  authorized the execution,
delivery and performance of this Amendment,  and has duly executed and delivered
this  Amendment.  This  Amendment,  assuming due  authorization,  execution  and
delivery by the other parties  hereto,  constitutes  a valid,  legal and binding
obligation  of each of the  Depositor,  the Master  Servicer  and the  Servicer,
enforceable  against each party in accordance  with the terms hereof,  except as
such  enforcement  may be limited  by  bankruptcy,  insolvency,  reorganization,
receivership,  moratorium  or other  similar laws  relating to or affecting  the
rights of creditors generally,  and by general equity principles  (regardless of
whether such enforcement is considered in a proceeding in equity or at law).

     Section 3.3   No Violation
                   ------------

         Each of the Depositor, the Master Servicer and the Servicer is not in
violation of, and the execution and delivery of this Amendment by the Depositor,
the Master Servicer and the Servicer and the performance by each party and
compliance with the terms of this Amendment will not constitute a violation with
respect to, any order or decree of any court or any order or regulation of any
federal, state, municipal or governmental agency having jurisdiction, which
violation would materially and adversely affect the condition (financial or
otherwise) or operations of the Depositor, the Master Servicer or the Servicer
or any of each party's properties or materially and adversely affect the
performance of any of each party's duties hereunder.

     Section 3.4.   No Actions; Proceedings
                    -----------------------

         There are no actions or proceedings against, or investigations of, the
Depositor, the Master Servicer or the Servicer pending or, to the knowledge of
the Depositor, the Master Servicer or the Master Servicer, threatened, before
any court, administrative agency or other tribunal (A) that, if determined
adversely, would prohibit each party from entering into this Amendment, (B)
seeking to prevent the consummation of any of the transactions contemplated by
this Amendment or (C) that, if determined adversely, would prohibit or
materially and adversely affect the performance by the Depositor, the Master
Servicer or the Servicer of any of such party's obligations under, or the
validity or enforceability of, this Amendment.

     Section 4.1   Recordation of Amendment; Counterparts
                   --------------------------------------

     This Amendment is subject to recordation in all appropriate  public offices
for real property records in all the counties or other comparable  jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and
in any other appropriate public recording office or elsewhere,  such recordation
to be effected by the Master Servicer at its expense,  but only upon direction a
majority  of  the   Certificateholders  to  the  effect  that  such  recordation

                                       2
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materially  and  beneficially  affects the interests of the  Certificateholders.
However, the foregoing sentence notwithstanding, the Servicer may provide copies
hereof to counsel, judicial officers, and government agencies, or may cause this
Amendment  to be  recorded,  in any  jurisdiction  in which,  in the  Servicer's
judgment,  such  disclosure or recording  may  facilitate  foreclosure  or other
recovery with respect to any one or more of the Mortgage Loans.

     For the purpose of facilitating the recordation of this Amendment as herein
provided and for other purposes, this Amendment may be executed (by facsimile or
otherwise)  simultaneously  in  any  number  of  counterparts,   each  of  which
counterparts  shall be deemed to be an  original,  and such  counterparts  shall
constitute but one and the same instrument.

     Section   4.2 Governing Law
               -----------------

     THIS  AMENDMENT  SHALL BE CONSTRUED IN ACCORDANCE  WITH AND GOVERNED BY THE
SUBSTANTIVE  LAWS OF THE STATE OF NEW YORK  APPLICABLE TO AGREEMENTS MADE AND TO
BE PERFORMED IN THE STATE OF NEW YORK AND THE  OBLIGATIONS,  RIGHTS AND REMEDIES
OF THE  PARTIES  HERETO  AND  THE  CERTIFICATEHOLDERS  SHALL  BE  DETERMINED  IN
ACCORDANCE WITH SUCH LAWS.

     Section 4.3   Severability of Provisions
                   --------------------------

     If any one or more of the  covenants,  agreements,  provisions  or terms of
this  Amendment  shall be for any  reason  whatsoever  held  invalid,  then such
covenants,  agreements,  provisions or terms shall be deemed  severable from the
remaining covenants, agreements, provisions or terms of this Amendment and shall
in no way affect the validity or  enforceability of the other provisions of this
Amendment or of the Certificates or the rights of the Holders thereof.

     Section 4.4   Continuing Effect
                   -----------------

     Except as expressly  amended  hereby,  the Pooling and Servicing  Agreement
shall  continue  to be and shall  remain in full force and effect in  accordance
with its terms.

                                      * * *

                                       3
<PAGE>



     IN WITNESS  WHEREOF,  the  Depositor,  Master  Servicer,  Servicer  and the
Trustee,  have  caused  their  names to be  signed  hereto  by their  respective
officers thereunto duly authorized as of the day and year first above written.

                            SAXON ASSET SECURITIES COMPANY


                            By:   /s/ Ernst G. Bretana
                                  ------------------------------
                                   Ernest G. Bretana, Vice President


                            SAXON MORTGAGE, INC.


                            By:   /s/ Ernst G.. Bretana
                                  --------------------------------------
                                   Ernest G. Bretana, Vice President


                            MERITECH MORTGAGE SERVICES, INC.


                            By:   /s/ Dennis Stowe
                                  --------------------------------------
                                   Dennis Stowe, President

                            BANKERS TRUST COMPANY


                            By:   /s/ Barbara Campbell
                                  ------------------------------
                                   Barbara Campbell, Assistant Secretary