EXHIBIT 10.5.2
                     AMENDMENT NO. 2 TO EMPLOYMENT CONTRACT


            Agreed,  as of the  3rd  day  of  June  1999,  between  the  Federal
Agricultural Mortgage Corporation (FAMC) and Tom D. Stenson (the employee), that
the  existing  employment  contract  between  the  parties  hereto,  dated as of
September 1, 1997, as amended by Amendment No. 1 to Employment Contract dated as
of June 4, 1998  (collectively,  the  Agreement),  be and  hereby is  amended as
follows:

            Sections  1, 3 (a) and 7 (a) (3) of the  Agreement  are  replaced in
their entirety with the following new sections:

            1. Term.  The Term of this  Agreement  shall  continue until June 1,
2001 or any earlier effective date of termination pursuant to Paragraph 7 hereof
(the "Term").

             3 (a).  Base  Salary.  You  will be paid a base  salary  (the  Base
Salary)  during the Term of Two  Hundred  Eight  Thousand  Three  Hundred  Sixty
Dollars ($208,360) per year, payable in arrears on a bi-weekly basis.

       7 (a) (3).  Farmer Mac may terminate your  employment  without "cause" at
any time.  Such  termination  shall  become  effective on the earlier of June 1,
2001, or two years from the date of notice of such termination.

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

Federal Agricultural Mortgage Corporation          Employee



By: /s/ Henry D. Edelman                          /s/ Tom Stenson
  ___________________________________             ____________________
     President