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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 11-K

                ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


     (Mark One)

     /X/ Annual report pursuant to Section 15 (d) of the Securities Exchange
Act of 1934 

     For the fiscal year ended December 31, 1996

                                       OR

     / / Transition report pursuant to Section 15 (d) of the Securities
Exchange Act of 1934 

     For the transition period from __________________ to
______________________


     Commission file number 1-8993

     A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:

                    SOURCE ONE MORTGAGE SERVICES CORPORATION
                EMPLOYEE STOCK OWNERSHIP AND 401(k) SAVINGS PLAN
         27555 FARMINGTON ROAD,  FARMINGTON HILLS, MICHIGAN  48334-3357
                                (248)  488-7000

     B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:

                    FUND AMERICAN ENTERPRISES HOLDINGS, INC.
                              80 South Main Street
                       Hanover, New Hampshire  03755-2053
                                (603)  643-1567

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                                EXPLANATORY NOTE

        This Annual Report on Form 11-K is being filed pursuant to Section 15
(d) of the Securities Exchange Act of 1934 with respect to Source One Mortgage
Services Corporation Employee Stock Ownership and 401(k) Savings Plan so that
it may be incorporated by reference into the Registration Statement on Form S-8
which Fund American Enterprises Holdings, Inc. filed on September 30, 1996
with respect to shares of Common Stock, $1.00 par value per share, of Fund 
American Enterprises Holdings, Inc. issuable under the Plan.


                               INFORMATION FILED

     The following financial statements and exhibit are filed with, and
included in, this Report:

  A. Financial statements for the Plan consisting of:

     1. Report of Independent Auditors

     2. Statements of Assets Available for Benefits as of December 31, 1996 and
        1995

     3. Statements of Changes in Assets Available for Benefits for the years
        ended December 31, 1996 and 1995

     4. Notes to Financial Statements

     5. Schedule of Assets held for Investment Purposes

     6. Schedule of Reportable Transactions

  B. Exhibit:

     23. Consent of Ernst & Young LLP

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                                   SIGNATURES

The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                       Source One Mortgage Services Corporation
                                       Employee Stock Ownership and 401(k)
                                       Savings Plan





Date:     June 27, 1997                By /s/ Greg Ghilardi
                                          ---------------------------------
                                          Greg Ghilardi
                                          Vice President-Human Resources
                                          Source One Mortgage Services
                                          Corporation

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                          [ERNST & YOUNG LETTERHEAD]

                         Report of Independent Auditors

The Board of Directors
Source One Mortgage Services Corporation

We have audited the accompanying statements of assets available for benefits of
the Source One Mortgage Services Corporation Employee Stock Ownership and
401(k) Savings Plan (the "Plan") as of December 31, 1996 and 1995 and the
related statements of changes in assets available for benefits for the years
then ended.  These financial statements are the responsibility of the Plan's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan at
December 31, 1996 and 1995, and the changes in its assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole.  The accompanying supplemental schedules of assets
held for investment purposes and reportable transactions as of and for the year
ended December 31, 1996, are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974 and are not a required part
of the financial statements.  The supplemental schedules have been subjected to
the auditing procedures applied in our audits of the financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.


                                            /s/ Ernst & Young LLP



April 11, 1997


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                    Source One Mortgage Services Corporation
                Employee Stock Ownership and 401(k) Savings Plan

                   Statement of Assets Available for Benefits

                               December 31, 1996





GLOBAL CORPORATE INSTITUTIONAL ALLOCATION BOND CAPITAL FUND FUND FUND FUND ------------- ---------- --------- ------- Assets Investments at fair value (Note 4) Merrill Lynch Trust Company Funds: Institutional Fund $14,900 Global Allocation Fund $ 93,554 Corporate Bond Fund $13,734 Capital Fund $63,817 AIM Family of Funds: AIM Constellation Fund AIM Value Fund Fund American Enterprises Holdings, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ Total investments 14,900 93,554 13,734 63,817 Receivables: Company contributions (Note 3) Participants' contributions 2,110 15,475 2,110 10,551 Accrued income 1 4 1 3 - ------------------------------------------------------------------------------------------------------------------------------------ Total receivables 2,111 15,479 2,111 10,554 - ------------------------------------------------------------------------------------------------------------------------------------ Total assets available for benefits $17,011 $109,033 $15,845 $74,371 ==================================================================================================================================== FUND AMERICAN AIM AIM ENTERPRISES CONSTELLATION VALUE HOLDINGS, INC. FUND FUND COMMON STOCK COMBINED ------------- --------- -------------- ------------ Assets Investments at fair value (Note 4) Merrill Lynch Trust Company Funds: Institutional Fund $ 14,900 Global Allocation Fund 93,554 Corporate Bond Fund 13,734 Capital Fund 63,817 AIM Family of Funds: AIM Constellation Fund $142,606 142,606 AIM Value Fund $ 88,238 88,238 Fund American Enterprises Holdings, Inc. $7,171,499 7,171,499 - ------------------------------------------------------------------------------------------------------------------------------------ Total investments 142,606 88,238 7,171,499 7,588,348 Receivables: Company contributions (Note 3) 1,628,817 1,628,817 Participants' contributions 23,212 14,067 2,814 70,339 Accrued income 5 4 313 331 - ------------------------------------------------------------------------------------------------------------------------------------ Total receivables 23,217 14,071 1,631,944 1,699,487 - ------------------------------------------------------------------------------------------------------------------------------------ Total assets available for benefits $165,823 $102,309 $8,803,443 $9,287,835 ====================================================================================================================================
See accompanying notes. 2 6 Source One Mortgage Services Corporation Employee Stock Ownership and 401(k) Savings Plan Statement of Assets Available for Benefits December 31, 1995 ASSETS Investments, at fair value (Note 4): Fund American Enterprises Holdings, Inc. common stock $5,022,492 Collective funds 26,023 ---------- Total investments 5,048,515 Company contribution receivable (Note 3) 998,175 Accrued income 131 ---------- Total assets 6,046,821 LIABILITIES Due to bank 2,762 ---------- Net assets available for benefits $6,044,059 ==========
See accompanying notes. 3 7 Source One Mortgage Services Corporation Employee Stock Ownership and 401(k) Savings Plan Statement of Changes in Assets Available for Benefits Year ended December 31, 1996
GLOBAL CORPORATE INSTITUTIONAL ALLOCATION BOND CAPITAL FUND FUND FUND FUND ------------- ----------- ---------- --------- Additions to assets attributed to: Investment income: Net realized and unrealized appreciation (depreciation) in fair value of investments $ - $ (4,010) $ (132) $(1,677) Interest income - - - - Dividend income 52 4,525 59 1,800 ----------- ---------- --------- -------- 52 515 (73) 123 Contributions: Participant contributions 16,959 108,518 15,918 74,248 Company contributions - - - - ----------- ---------- --------- -------- 16,959 108,518 15,918 74,248 ----------- ---------- --------- -------- Total additions 17,011 109,033 15,845 74,371 Deductions from net assets attributed to benefits paid to participants - - - - ----------- ---------- --------- -------- Net increase 17,011 109,033 15,845 74,371 Assets available for benefits at beginning of year - - - - ----------- ---------- --------- -------- Assets available for benefits at end of year $17,011 $109,033 $15,845 $74,371 =========== ========== ========= ======== FUND AMERICAN AIM AIM ENTERPRISES CONSTELLATION VALUE HOLDINGS, INC. FUND FUND COMMON STOCK COMBINED ------------- ----------- -------------- ----------- Additions to assets attributed to: Investment income: Net realized and unrealized appreciation (depreciation) in fair value of investments $ (4,625) $(1,994) $1,619,335 $1,606,897 Interest income - - 5,896 5,896 Dividend income 3,301 2,940 59,594 72,271 -------- -------- ---------- ---------- (1,324) 946 1,684,825 1,685,064 Contributions: Participant contributions 167,147 101,363 18,031 502,184 Company contributions - - 1,628,817 1,628,817 --------- --------- ----------- ---------- 167,147 101,363 1,646,848 2,131,001 --------- --------- ----------- ---------- Total additions 165,823 102,309 3,331,673 3,816,065 Deductions from net assets attributed to benefits paid to participants - - (572,289) (572,289) --------- --------- ----------- ---------- Net increase 165,823 102,309 2,759,384 3,243,776 Assets available for benefits at beginning of year - - 6,044,059 6,044,059 --------- --------- ----------- ---------- Assets available for benefits at end of year $165,823 $102,309 $8,803,443 $9,287,835 ========= ========= =========== ==========
See accompanying notes. 4 8 Source One Mortgage Services Corporation Employee Stock Ownership and 401(k) Savings Plan Statement of Changes in Assets Available for Benefits Year ended December 31, 1995 Additions to assets attributed to: Investment income: Net realized and unrealized appreciation in fair value of stock $ 105,549 Interest income 2,506 Stock dividend income--Fund American Enterprises Holdings, Inc. 13,969 ----------- 122,024 Stock contributions from Source One Mortgage Services Corporation (Note 3) 998,175 ----------- Total additions 1,120,199 Deductions from net assets attributed to benefits paid to participants 732,317 ----------- Net increase 387,882 Assets available for benefits at beginning of year 5,656,177 ----------- Assets available for benefits at end of year $6,044,059 =========== See accompanying notes. 5 9 Source One Mortgage Services Corporation Employee Stock Ownership and 401(k) Savings Plan Notes to Financial Statements December 31, 1996 1. SIGNIFICANT ACCOUNTING POLICIES The Source One Mortgage Services Corporation Employee Stock Ownership and 401(k) Savings Plan ("Plan") was originally established as a profit-sharing plan designed to invest primarily in the stock of Fund American Enterprises Holdings, Inc. ("FAEH"). FAEH is a publicly held company. Source One Mortgage Services Corporation (the "Company" or "SOMSC") is an indirect wholly-owned subsidiary of FAEH. Effective October 1, 1996, the Plan was amended to add a 401(k) savings feature. The fair values of the participation units owned by the Plan in the mutual funds are based on quoted market values on the last business day of the plan year. The fair value of the investment in FAEH stock is based on the last sales price on the last business day of the plan year. Realized gains and losses are computed based upon a weighted average cost basis. The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. DESCRIPTION OF THE PLAN The Plan is a contributory defined contribution plan sponsored by the Company. All employer contributions are made to the Employee Stock Ownership portion of the Plan and all employee contributions are made to the 401(k) savings portion of the Plan. All administrative expenses associated with the Plan are paid by the Company. Employees are eligible to participate in the Employee Stock Ownership portion of the Plan after completing one year of service. A year of service for purposes of determining whether an individual is eligible to participate in the Plan means the 12 consecutive month period following the date the individual starts work upon completion of 1,000 hours of service. Employees become eligible to participate in the Employee Stock Ownership portion of the Plan each year on either January 1st or July 1st. Employees are eligible to participate in the 401(k) portion of the Plan generally upon the first day of the calendar quarter following the date of hire and attainment of age 18. 6 10 Source One Mortgage Services Corporation Employee Stock Ownership and 401(k) Savings Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Each eligible participant in the Employee Stock Ownership portion of the Plan has a FAEH stock account and a cash account. These accounts are adjusted each year for (1) an allocation of the FAEH's common stock contributed to the Plan, if any, and (2) any forfeitures of FAEH stock resulting from the termination of employment of other participants in the Plan before their accounts are fully vested and (3) interest and dividends. These allocations are based on a percentage of participant compensation, as defined. Participants are eligible for 100% of their account balance upon retirement after attaining age 65, becoming disabled, or to the employee's beneficiary in the case of death. Account balances are payable to the participants at termination, in accordance with the following vesting table: PERCENTAGE YEARS OF SERVICE VESTING ----------------- ---------- Less than 3 0% 3 but less than 4 30 4 but less than 5 40 5 but less than 6 60 6 but less than 7 80 7 years or more 100 Upon termination for any reason, participants in the Employee Stock Ownership portion of the Plan can elect to receive the vested portion of their accounts as either the cash proceeds from the sale of their stock by the trustee or the FAEH stock. Payments and distributions are made in accordance with Plan provisions. Eligible participants in the 401(k) portion of the Plan may contribute between 1% and 14% of their total compensation, as defined, and are 100% vested in their account balance. Additionally, participants may elect several available options of investing and have the opportunity to change their elections daily. Upon termination of service, a participant whose account balance does not exceed $3,500 will receive a lump-sum amount equal to the value of his or her account. If employment terminates before a participant's 65th birthday and his or her account balance exceeds $3,500, the participant may defer payment plus any earnings on that balance until his or her 65th birthday in accordance with ERISA requirements. 7 11 Source One Mortgage Services Corporation Employee Stock Ownership and 401(k) Savings Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) The Company reserves the right at any time to amend or terminate the Plan. Upon termination of the Plan, participant accounts, after the payment of any Plan termination expenses, would be valued as of the date of such termination and would be 100% vested. Additional information about the Plan agreement and benefit provisions is contained in the Summary Plan Description. 3. CONTRIBUTIONS The Company normally contributes to the Plan each calendar year an amount determined at the discretion of the Company's Board of Directors, not exceeding certain limits imposed by the Internal Revenue Code (IRC). For the Plan years December 31, 1996 and 1995, the Board voted to contribute FAEH stock having a value equal to $1,628,817 and $998,175, respectively (approximately 5% and 3% of the sum of the individual participant's creditable compensation for the Plan years ended December 31, 1996 and 1995, respectively). 4. INVESTMENTS During 1996 and 1995, the Plan's investments (including investments bought, sold, as well as held during the year) appreciated (depreciated) in fair value, as determined by quoted market price, as follows: NET UNREALIZED APPRECIATION FAIR (DEPRECIATION) VALUE IN FAIR VALUE AT END DURING YEAR OF YEAR ----------------- ------------ Year ended December 31, 1996: Mutual funds $ (12,438) $ 416,849 Common stock 1,619,335 7,171,499 ---------------- ------------ $1,606,897 $7,588,348 ================ ============ Year ended December 31, 1995: Collective funds $ - $ 26,023 Common stock 105,549 5,022,492 ---------------- ------------ $ 105,549 $5,048,515 ================ ============ 8 12 Source One Mortgage Services Corporation Employee Stock Ownership and 401(k) Savings Plan Notes to Financial Statements (continued) 4. INVESTMENTS (CONTINUED) The fair value of individual investments that represent 5% or more of the Plan's net assets at either year-end are as follows: 1996 1995 ---------- ---------- Common stock: Fund American Enterprises Holdings, Inc. $7,171,499 $5,022,492 5. INCOME TAX STATUS The original Plan, prior to the amendment to add the 401(k) savings feature, received a favorable determination letter from the Internal Revenue Service dated July 29, 1992. The administrators of the Plan have requested, but have not received, a determination letter, stating that the amended Plan is qualified under section 401(a) of the Internal Revenue Code of 1986 (the "Code"). Once qualified, the Plan is required to operate in conformity with the Code and ERISA to maintain its tax exempt status. The administrators of the Plan are not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. 9 13 Source One Mortgage Services Corporation Employee Stock Ownership and 401(k) Savings Plan Schedule of Assets Held for Investment Purposes December 31, 1996
DESCRIPTION OF INVESTMENT INCLUDING IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, CURRENT LESSOR OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE - ---------------------------- ----------------------------------- ------------ ------------ Merrill Lynch Trust Company Institutional Fund 14,900 units $ 14,900 $ 14,900 Merrill Lynch Trust Company Global Allocation Fund 6,434 units 97,564 93,554 Merrill Lynch Trust Company Corporate Bond Fund 1,213 units 13,866 13,734 Merrill Lynch Trust Company Capital Fund 2,057 units 65,494 63,817 AIM Family of Funds AIM Constellation Fund 5,646 units 147,230 142,606 AIM Family of Funds AIM Value Fund 3,027 units 90,232 88,238 Fund American Enterprises Holdings, Inc. Common Stock 74,898 shares 6,119,823 7,171,499 ------------ ------------ $6,549,109 $7,588,348 ============ ============
10 14 Source One Mortgage Services Corporation Employee Stock Ownership and 401(k) Savings Plan Schedule of Reportable Transactions Year ended December 31, 1996 CURRENT EXPENSE VALUE OF DESCRIPTION OF ASSET (INCLUDING INCURRED COST ASSET ON NET INTEREST RATE AND MATURITY IN PURCHASE SELLING LEASE WITH OF TRANSACTION GAIN IDENTITY OF PARTY INVOLVED CASE OF A LOAN) PRICE PRICE RENTAL TRANSACTION ASSET DATE (LOSS) - ------------------------------------------------------------------------------------------------------------------------------------ Category i) A transaction with respect to any plan asset involving an amount in excess of 5% of the current value of the Plan assets: Comerica Bank 998,175 units of Short-Term Investment Fund $ 1.00 $998,175 $998,175 $- 499,088 units of Short-Term Investment Fund 1.00 499,088 499,088 - 499,088 units of Short-Term Investment Fund $1.00 499,088 499,088 - 499,486 units of Short-Term Investment Fund 1.00 499,486 499,486 - Fund American Enterprises Holdings, Inc. 6,567 shares of Common Stock 76.00 499,486 499,486 -
11 15 Source One Mortgage Services Corporation Employee Stock Ownership and 401(k) Savings Plan Schedule of Reportable Transactions (continued) CURRENT EXPENSE VALUE OF DESCRIPTION OF ASSET (INCLUDING INCURRED COST ASSET ON NET INTEREST RATE AND MATURITY IN PURCHASE SELLING LEASE WITH OF TRANSACTION GAIN IDENTITY OF PARTY INVOLVED CASE OF A LOAN) PRICE PRICE RENTAL TRANSACTION ASSET DATE (LOSS) - ------------------------------------------------------------------------------------------------------------------------------------ Category iii) A series of transactions involving securities of the same issue which, when aggregated, involve an amount in excess of 5% of the current value of plan assets: Comerica Bank Short-Term Investment Fund: 26 purchases $1,943,174 $1,943,174 $ - 20 sales 1,969,197 1,969,197 - Fund American Enterprises Common Stock: Holdings, Inc. 6 purchases 897,987 897,987 - 15 sales 358,345 368,316 21,628
There were no category ii) or iv) reportable transactions. 12
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                                                                   Exhibit 23



                        CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in the Registration
Statement (Form S-8 No.333-13027) pertaining to the Source One Mortgage
Services Corporation Employee Stock Ownership and 401(k) Savings Plan of our
report dated April 11, 1997, with respect to the financial statements and
schedules of the Source One Mortgage Services Corporation Employee Stock
Ownership and 401(k) Savings Plan in this Annual Report (Form 11-K) for the
year ended  December 31, 1996.


                                                    /s/ Ernst & Young LLP



Detroit, Michigan
June 27, 1997