AMENDMENT NO. 2 TO EMPLOYMENT CONTRACT
                              
                              
      AGREED, as of the 8th day of February 1996, between
the Federal Agricultural Mortgage Corporation (FAMC) and
Charles M. Lewis (you), that the existing employment
contract between the parties hereto, dated April 29, 1994,
as amended by Amendment No. 1 to Employment Contract dated
as of June 1, 1995 (collectively, the Agreement), be and
hereby is amended as follows:

      Sections 1 and 3 and subsections 7(a) (iii) and 7(c)
of the Agreement are replaced in their entireties with the
following new sections or subsections, as the case may be:
                              
      1. TERM.    The term of your employment shall continue
   until June 1, 1997 or any earlier effective date of
   termination pursuant to Paragraph 7 hereof (the "Term").
   
      3. 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:  Ninety-
      Three Thousand Seven Hundred Fifty Dollars   ($93,750)
      effective from and including January 1,      1996
      through May 31, 1996, payable in arrears on a     bi-
      weekly basis; and Ninety-Eight Thousand Four
      Hundred Thirty-Eight Dollars ($98,438) per year
      effective from and including June 1, 1996 through
      the remainder of the Term, payable in arrears on a
      bi-weekly basis; and
      
          (b)  INCENTIVE COMPENSATION.  In addition to your
      Base Salary, you will be paid additional payments
      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.
      7(a) (iii)  FAMC may terminate your employment without
   "cause" at any time.  Such termination shall become
   effective on June 1, 1997.

      7(c)        SEVERANCE PAY.  Upon termination of this
   Agreement pursuant to preceding subsection 7(a)(iii) or
   7(a)(iv), FAMC will 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 FAMC's severance of your employment
   pursuant to preceding subsection 7(a)(i), (iii) or (iv),
   the amount to be paid by FAMC to you hereunder shall 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:  President