Exhibit 4.1

                       FIRST AMENDMENT TO TRUST AGREEMENT

     THIS FIRST AMENDMENT dated as of December 18, 2001 (this  "Amendment"),  to
the Trust Agreement, dated as of July 1, 2001 (the "Agreement") and the Standard
Terms to Trust  Agreement  (February  2000  Edition) (the  "Standard  Terms" and
collectively,  with the Agreement  and the  Amendment,  the "Trust  Agreement"),
among SAXON ASSET SECURITIES COMPANY, a Virginia  corporation (the "Depositor"),
SAXON MORTGAGE,  INC., a Virginia  corporation,  as master servicer (the "Master
Servicer"),  and BANKERS TRUST COMPANY, a New York corporation,  as trustee (the
"Trustee"),  and also in the capacities of Certificate Registrar,  Paying Agent,
and Calculation Agent pursuant to the Trust Agreement.

                              PRELIMINARY STATEMENT

     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 $650,410,000 to be known as the Saxon
Asset Securities Trust 2001-2,  Mortgage Loan Asset Backed Certificates,  Series
2001-2 (the "Certificates");

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

     WHEREAS,  the Depositor,  Master  Servicer and Trustee have agreed to amend
the Trust Agreement,  pursuant to Section 11.01(ii) of the Standard Terms as set
forth herein;

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


     Section 1.01.   Standard Terms; Section References.


     (a) The Standard Terms as of the date hereof,  as modified by Sections 1.01
and 1.02 of the Trust Agreement and Section 2.01 hereof, are and shall be a part
of this Agreement to the same extent as if set forth herein in full.

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


     Section 1.02.   Defined Terms.

     Capitalized  terms used but not  defined in this  Amendment  shall have the
respective  meanings  assigned to them in Section 1.01 of the Standard Terms. In
addition,  if a term defined in the Standard Terms is also defined  herein,  the
definition herein shall control.

     Section 2.01.   Amendment to Section 1.02.

     Article  1.02 of the Trust  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 3.01.   Representations and Warranties.

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

     Section 3.02.   Corporate Power; Authorization.

     Each of the  Depositor  and the  Master  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 and the Master 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 3.03.   No Violation.


     Each of the Depositor  and the Master  Servicer is not in violation of, and
the  execution  and delivery of this  Amendment by the  Depositor and the Master
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  and  the  Master  Servicer  or  any of  each  party's  properties  or
materially  and adversely  affect the  performance of any of each party's duties
hereunder.

     Section 3.04.   No Actions; Proceedings.

     There are no actions or  proceedings  against,  or  investigations  of, the
Depositor or the Master  Servicer  pending or, to the knowledge of the Depositor
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 or the Master Servicer of any of such party's  obligations  under,
or the validity or enforceability of, this Amendment.

     Section 4.01.   Recordation of Amendment; Counterparts.


     To the extent  permitted by applicable  law,  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 Security  Instruments are situated,  and in any other
appropriate  public  recording  office or elsewhere,  only if such  recording is
deemed  necessary by an Opinion of Counsel (which shall not be an expense of the
Master Servicer or the Trustee) to the effect that such  recordation  materially
and beneficially  affects the interests of the

                                       2
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Certificateholders.  Neither  the  Trustee  nor the  Master  Servicer  shall  be
obligated to seek such  recordation  or Opinion of Counsel  unless  requested in
writing to do so by a  Certificateholder,  Rating Agency or Certificate Insurer,
in which case all legal  fees and  expenses  related to such  Opinion of Counsel
shall be paid by such requesting Person.


     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 4.02.  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 4.03.  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 4.03.  Continuing Effect.

     Except as expressly  amended hereby,  the Trust 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, the Master Servicer and the Trustee have
caused this Amendment to be duly executed by their respective officers thereunto
duly authorized and their respective signatures duly attested all as of December
18, 2001.





                              SAXON ASSET SECURITIES COMPANY




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



                              SAXON MORTGAGE, INC.
                                     as Master Servicer



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



                              BANKERS TRUST COMPANY
                                     as Trustee



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




<PAGE>




COUNTY OF HENRICO       )

                        ) ss.:

COMMONWEALTH OF VIRGINIA)





     The foregoing  instrument was acknowledged  before me on December 18, 2001,
by Ernest G.  Bretana,  Vice  President  of Saxon Asset  Securities  Company,  a
Virginia corporation, on behalf of the corporation.





                                             -----------------------------------
                                             Notary Public


My Commission expires:




<PAGE>




COUNTY OF HENRICO       )

                        ) ss.:

COMMONWEALTH OF VIRGINIA)





     The foregoing  instrument was acknowledged  before me on December 18, 2001,
by Ernest G.  Bretana,  Vice  President  of Saxon  Mortgage,  Inc.,  a  Virginia
corporation, on behalf of the corporation.





                                                 -------------------------------
                                                 Notary Public




My Commission expires:




<PAGE>




COUNTY OF ____________________ )

                               ) ss.:

STATE OF CALIFORNIA            )





     The foregoing  instrument was acknowledged  before me on December 18, 2001,
by Barbara Campbell,  Assistant  Secretary of Bankers Trust Company,  a New York
corporation, on behalf of the bank.








                                                 -------------------------------
                                                 Notary Public




My Commission expires: