OMB APPROVAL --------------------------- OMB NUMBER 3235-0145 EXPIRES: OCTOBER 31, 1994 ESTIMATED AVERAGE BURDEN HOURS PER RESPONSE... 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2 )* --------- FEDERAL AGRICULTURE MORTGAGE CORP. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock - -------------------------------------------------------------------------------- (Title Of Class of Securities) 313148108 --------- (CUSIP Number) Check the following box if a fee is being paid with this statement [_]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Note). CUSIP NO. 313148108 13G PAGE 2 OF 8 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch & Co., Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [_] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 40,600 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 40,600 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,600 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1% 12 TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 313148405 13G PAGE 3 OF 8 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch, Pierce, Fenner & Smith Incorporated 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [_] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 40,600 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 40,600 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,600 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1% 12 TYPE OF REPORTING PERSON* BD, CO *SEE INSTRUCTION BEFORE FILLING OUT! SCHEDULE 13G Item 1 (a) Name of Issuer: --------------- Federal Agriculture Mortgage Corp. Item 1 (b) Address of Issuer's Principal Executive Offices: ----------------------------------------------- 919 18th Street N.W. Suite 200, Washington, DC. 20006 Item 2 (a) Names of Persons Filing: ----------------------- Merrill Lynch & Co., Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Item 2 (b) Address of Principal Business Office, or, if None, Residence: ------------------------------------------------------------ Merrill Lynch & Co., Inc. World Financial Center, North Tower 250 Vesey Street New York, New York 10281 Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center, North Tower 250 Vesey Street New York, New York 10281 Page 4 of 8 Pages Item 2 (c) Citizenship: ----------- See Item 4 of Cover Pages Item 2 (d) Title of Class of Securities: ---------------------------- Class A Common Stock Item 2 (e) CUSIP Number: ------------ 313148108 Item 3 Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company, in accordance with (S) 240.13d-1(b)(ii)(G). Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") is a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Act"). Item 4 Ownership --------- (a) Amount Beneficially Owned: See Item 9 of Cover Pages. (b) Percent of Class: See Item 11 of Cover Pages (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: See Item 5 of Cover Pages (ii) shared power to vote or to direct the vote: See Item 6 of Cover Pages (iii) sole power to dispose or to direct the disposition of: See Item 7 of Cover Pages (iv) shared power to dispose or to direct the disposition of: See Item 8 of Cover Pages Page 5 of 8 Pages Item 5 Ownership of Five Percent or Less of a Class. -------------------------------------------- Not Applicable Item 6 Ownership of More than Five Percent on Behalf of Another Person. --------------------------------------------------------------- Not Applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the ---------------------------------------------------------------------- Security Being Reported on by the Parent Holding Company. -------------------------------------------------------- See Exhibit A Item 8 Identification and Classification of Members of the Group. --------------------------------------------------------- Not Applicable Item 9 Notice of Dissolution of Group. ------------------------------- Not Applicable Page 6 of 8 Pages Item 10 Certification. ------------- By signing below each of the undersigned certifies that, to the best of their knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature. - --------- After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 14, 1995 Merrill Lynch & Co., Inc. /s/David L. Dick . ------------------------------ Name: David L. Dick Title: Assistant Secretary Merrill Lynch, Pierce, Fenner & Smith Incorporated /s/David L. Dick . ------------------------------ Name: David L. Dick Title: Attorney-in-Fact* - ---------------- * Signed pursuant to a power of attorney, dated February 10, 1994, included as an exhibit to Schedule 13G filed with the Securities and Exchange Commission by Merrill Lynch & Co., Inc., et. al. on February 14, 1994 with respect to Koll Real Estate Group. Page 7 of 8 Pages EXHIBIT A TO SCHEDULE 13G ------------------------- ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES ----------------------------------------- One of the persons filing this report, Merrill Lynch & Co., Inc., a Delaware corporation with its principal place of business at World Financial Center, North Tower, 250 Vesey Street, New York, New York ("ML&Co."), is a parent holding company pursuant to (S) 240-13d-1(b)(1)(G). The relevant subsidiary of ML&Co. is Merrill Lynch, Pierce, Fenner & Smith, Incorporated, a Delaware corporation with is principal place of business at 250 Vesey Street, New York, New York ("MLPF&S"). MLPF&S, a Delaware corporation with its principal place of business at 250 Vesey Street, New York, New York, is a wholly-owned direct subsidiary of ML&Co. and a broker-dealer registered pursuant to the Securities Exchange Act of 1934. MLPF&S is the beneficial owner of 6.1% of the securities of Federal Agriculture Mortgage Corp. Page 8 of 8 Pages