AMENDMENT NO. 4 TO EMPLOYMENT CONTRACT
                              
      AGREED, as of the 8th day of February 1996, between
the Federal Agricultural Mortgage Corporation (FAMC) and
Henry D. Edelman  (you), that the existing employment
contract between the parties hereto, dated May 5, 1989, as
amended by Employment Agreement Amendment No. 1 dated
January 10, 1991, Amendment to Employment Agreement dated as
of June 1, 1993 and Amendment No. 3 to Employment Contract
dated as of June 1, 1994 (collectively, the Agreement), be
and hereby is amended as follows:

      Sections 2 and 4 and subsections 9(a)(iii) and 9(d) of
the Agreement are replaced in their entireties with the
following new sections or subsections, as the case may be:

    2.  TERM.  The term of this Agreement shall continue
   until June 1, 1999 or any earlier effective date of
   termination pursuant to Paragraph 9 hereof (the "Term").
   
    4.  COMPENSATION.  FAMC will pay to you the following
   aggregate compensation for all services rendered by you
   under this Agreement:

          (a)  BASE SALARY.  You will be paid a base salary
      (the Base Salary) during the Term of:  Three
      Hundred Five Thousand Dollars ($305,000) per year
      effective from and including January 1, 1996
      through May 31, 1996, payable in arrears on a bi-
      weekly basis; and Three Hundred Fifteen Thousand
      Dollars ($315,000) per year effective from and
      including June 1, 1996 through the remainder of
      the Term, payable in arrears on a biweekly basis;
      and
      
          (b)  INCENTIVE COMPENSATION.  In addition to your
      Base Salary, you will be paid an additional  payment
      during the term of this Agreement in    respect of
      work performed by you during the   preceding Planning
      Year (June 1 through May 31),      or portion thereof
      as follows: on June 1 of each      year through and
      including the effective date of    termination, an
      additional payment in an amount at      the sole
      discretion of the Board of Directors if      it
      determines that you have performed in an
      extraordinary manner your duties, pursuant to
      business plans proposed by management and approved
      by the Board of Directors, during the preceding
      Planning Year.
      9(a)(iii)     FAMC may terminate the employment of the
Employee without "cause" at any time.  Such termination
shall become effective on the earlier of June 1, 1999 or
   two years from the date of notice of such termination.

      9(d)          Severance Pay.  Upon termination of this
   Agreement pursuant to preceding subsection 9(a)(iii),
   FAMC shall pay you within thirty (30) days after such
   termination an aggregate amount in cash equal to one
   hundred percent (100%) of all Base Salary scheduled to be
   paid and not yet paid to you under this Agreement for the
   balance of the Term.
   
      In the event of severance of FAMC's employment of you
   pursuant to preceding subsections 9(a)(i) or (iii), the
   amount to be paid by FAMC to you hereunder will not be
   mitigated by any subsequent earnings by you from any
   source.
   
      Any other references in the Agreement to "annual
Bonuses" or "levels of bonus" shall hereafter be deemed to
refer to "Incentive Compensation."

      As amended hereby, the Agreement remains in full force
and effect.

Federal Agricultural Mortgage Corporation         Employee



By:_____________________________           _________________
Title:  Chairman, Board of Directors