8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

September 16, 2004

SAXON ASSET SECURITIES COMPANY (as Depositor under the Trust Agreement, dated as of July 1, 2004 and the Sale and Servicing Agreement, dated as of July 1, 2004, providing for the issuance of Mortgage Loan Asset Backed Notes, Series 2004-2)

         Saxon Asset Securities Company         

(Exact Name of Registrant as Specified in its Charter)

Virginia	333-111832	52-1865887
(State or Other Jurisdiction Of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4860 Cox Road Glen Allen, Virginia	23060
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (804) 967-7400

                                             None                                                

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events

The Registrant registered issuances of Mortgage Loan Asset Backed Notes, Series 2004-2 on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Act”), by Registration Statement on Form S-3 (Registration File No. 333-111832) (the “Registration Statement”).  Pursuant to the Registration Statement, the Registrant issued $1,200,000,000 in aggregate principal amount of Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AV-1, Class AV-2, Class A-IO, Class MF-1, Class MF-2, Class MF-3, Class MF-4, Class MF-5, Class MF-6, Class MV-1, Class MV-2, Class MV-3, Class MV-4, Class MV-5, and Class MV-6 Notes (the “Notes”) of its Mortgage Loan Asset Backed Notes, Series 2004-2 and one class of trust certificates (the “Trust Certificates” and, together with the Notes, the “Se curities”) on July 27, 2004.  This Current Report on Form 8-K is being filed to satisfy an undertaking, contained in the Prospectus, dated January 22, 2004, as supplemented by the Prospectus Supplement, dated July 23, 2004 (the “Prospectus Supplement”), to file information relating to subsequent mortgage loans (the “Subsequent Mortgage Loans”) purchased by the Registrant.

Pursuant to the Subsequent Sales Agreement (the “Subsequent Sales Agreement”), attached as Exhibit 99.1, dated September 16, 2004, between Saxon Mortgage, Inc. (“SMI”) and Saxon Asset Securities Company (“Saxon”), and acknowledged by Deutsche Bank Trust Company Americas (the “Indenture Trustee”), the Registrant purchased Subsequent Mortgage Loans for inclusion in the Trust Estate of Saxon Asset Securities Trust 2004-2 (the “Issuer”) pursuant to the Sale and Servicing Agreement, dated as of July 1, 2004 (the “Sale and Servicing Agreement”), among the Issuer, Saxon as depositor, SMI, as master servicer, Saxon Mortgage Services, Inc., as servicer and the Indenture Trustee, a form of which was filed as an exhibit to the Registrant’s Form 8-K filed on August 5, 2004.  Capitalized terms used herein a nd not otherwise defined shall have the meanings assigned to them in the Sale and Servicing Agreement and in the Subsequent Sales Agreement, as applicable.

Item 9.01.  Financial Statements and Exhibits

(a)        Not applicable.

(b)        Not applicable.

(c)        Exhibits:

99.1     Subsequent Sales Agreement, dated September 16, 2004,  between Saxon Mortgage, Inc. and Saxon Asset Securities Company, and acknowledged by Deutsche Bank Trust Company Americas, as Indenture Trustee.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SAXON ASSET SECURITIES COMPANY

By:    /s/  Ernest G. Bretana            

Name:  Ernest G. Bretana

Title:    Vice President

Dated:  September 16, 2004

EXHIBIT INDEX

Exhibit No.                                          Description                                                     Page No.

99.1                             Subsequent Sales Agreement, dated September 16, 2004,  
between Saxon Mortgage, Inc. and Saxon Asset
Securities Company, and acknowledged by Deutsche
Bank Trust Company Americas, as Indenture Trustee.

EX-99.1 CHARTER

EXECUTION

SUBSEQUENT SALES AGREEMENT

            This SUBSEQUENT SALES AGREEMENT (the “Agreement”) made on September 16, 2004, by Saxon Mortgage, Inc., a Virginia corporation (“Saxon Mortgage”) and Saxon Asset Securities Company, a Virginia corporation (“Saxon”), and acknowledged by Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”).

            WHEREAS, Saxon Mortgage and Saxon are parties to a sales agreement, dated July 27, 2004 (the “Sales Agreement”), with respect to the sale by Saxon Mortgage and purchase by Saxon of certain mortgage loans;

            WHEREAS, Saxon has transferred the mortgage loans covered by the Sales Agreement and certain other assets to Saxon Asset Securities Trust 2004-2 (the “Issuer”) pursuant to the Sale and Servicing Agreement, dated as of July 1, 2004 (the “Sale and Servicing Agreement”), among the Issuer, Saxon, Saxon Mortgage Services, Inc., as Servicer, the Indenture Trustee and Saxon Mortgage, as the Master Servicer, and the Issuer has pledged such mortgage loans and other assets to the Indenture Trustee pursuant to the Indenture, dated as of July 1, 2004, by and between the Issuer and the Indenture Trustee;

            WHEREAS, the Sales Agreement contemplates that Saxon Mortgage will transfer additional mortgage loans to Saxon and the Sale and Servicing Agreement contemplates that Saxon will transfer such additional mortgage loans to the Issuer;

            NOW, THEREFORE, Saxon Mortgage, for and in consideration of an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans identified on Schedule I hereto (the “Subsequent Mortgage Loans”) hereto paid to it by the Indenture Trustee out of the Trust Estate upon the order of Saxon, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, does hereby bargain, sell, convey, assign and transfer to Saxon, without recourse, free and clear of any liens, claims or other encumbrances, all its right, title and interest in and to each of the Subsequent Mortgage Loans, together with the Mortgage Files and other documents maintained as part of the related Mortgage Files and all payments thereon and proceeds of the conversion, voluntary or involuntary of the foregoing after September 1, 2004 (the “Subsequent Cut-Off Date”).

            Saxon Mortgage hereby acknowledges receipt of the amount set forth above, which constitutes the Purchase Price for the Subsequent Mortgage Loans.

            Saxon Mortgage makes, with respect to the Subsequent Mortgage Loans, the representations and warranties set forth in Exhibit B to the Sales Agreement and further represents and warrants that (i) with respect to the Subsequent Mortgage Loans identified on Schedule II attached hereto, the fair market value of the related Mortgaged Property set forth in the related appraisal, which may have been performed as long as one year prior to origination of such Mortgage Loan, was at the time of such Mortgage Loan origination accurate in all material respects and (ii) all conditions set forth in Section 2.5 of the Sale and Servicing Agreement have been met.

            Saxon Mortgage confirms that, since the date of the Sales Agreement, no event has occurred which, with notice or the passage of time, would constitute a default under the Sales Agreement, and there has been no material adverse change or development involving a prospective material adverse change in the business operations, financial condition, properties or assets of Saxon Mortgage.

            Unless otherwise defined herein, capitalized terms used in this Subsequent Sales Agreement shall have the meanings assigned to them in the Sales Agreement, or if not assigned in the Sales Agreement, the Sale and Servicing Agreement.

            Saxon hereby acknowledges receipt from Saxon Mortgage of the Subsequent Mortgage Loans, subject to its right of inspection set forth in Section 3 of the Sales Agreement and, pursuant to the Sale and Servicing Agreement, confirms the assignment of the Subsequent Mortgage Loans to the Issuer, and acknowledges that the Indenture Trustee, on behalf of the Issuer, has paid the Purchase Price for the Subsequent Mortgage Loans upon the order of Saxon.  

(Signature Page Follows)

            IN WITNESS WHEREOF, Saxon and Saxon Mortgage have caused this Subsequent Sales Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the date above written.

SAXON ASSET SECURITIES COMPANY

By:      /s/ Ernest G. Bretana                    

Name:  Ernest G. Bretana

Title:    Vice President

SAXON MORTGAGE, INC.

By:      /s/ Robert B. Eastep                     

Name:  Robert B. Eastep

Title:    Executive Vice President

and Chief Financial Officer

            The Custodian, on behalf of the Issuer and the Indenture Trustee, acknowledges receipt from Saxon of the Subsequent Mortgage Loans together with the Mortgage Files and other documents maintained as part of the related Mortgage Files.  

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Custodian

By:      /s/ Ronaldo Reyes                    

Name:  Ronaldo Reyes

Title:     Assistant Vice President

By:      /s/ Brent Hoyler                                   

Name:  Brent Hoyler

Title:    Associate

The Indenture Trustee acknowledges that it has directed the Paying Agent to withdraw

$    224, 908,519.89     from the Pre-Funding Account.

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Indenture Trustee

By:      /s/ Ronaldo Reyes                               

Name:  Ronaldo Reyes

Title:    Assistant Vice President

By:       /s/ Brent Hoyler                                  

Name:  Brent Hoyler

Title:    Associate

SCHEDULE I

SUBSEQUENT MORTGAGE LOANS

[Intentionally omitted]

SCHEDULE II

None