FINANCIAL ASSET SECURITIES CORP
8-K, 1996-09-04
ASSET-BACKED SECURITIES
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_____________________________________________________________________________


                      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)  August 30, 1996


     FINANCIAL ASSET SECURITIES CORP., (as depositor under the Pooling
and Servicing Agreement, dated as of August 23, 1996, which forms Cityscape
Home Equity  Loan Trust 1996-3, which will issue  the Home Equity Loan Asset-
Backed Certificates, Series 1996-3).


                        FINANCIAL ASSET SECURITIES CORP.               
- ---------------------------------------------------------------------
     (Exact name of registrant as specified in its charter)


         Delaware                333-10273       06-1442010    
- ----------------------------  -------------- ------------------
(State or Other Jurisdiction  (Commission    (I.R.S. Employer
     of Incorporation)        File Number)   Identification No.)



600 Steamboat Road
Greenwich, Connecticut                              06830  
- ----------------------                            ---------
(Address of Principal                             (Zip Code)
 Executive Offices)


Registrant's telephone number, including area code (203) 625-2700
                                                   ----- --------

                                                                 
_____________________________________________________________________________


Item 5.  Other Events.
- ----     ------------


Filing of Derived Materials.*
- ---------------------------

     In connection with the offering of the Home Equity Loan Asset-Backed
Certificates, Series 1996-3, Greenwich Capital Markets, Inc. as underwriter
of the Certificates (the "Underwriter"), has prepared certain materials (the
"Derived Materials") for distribution to its potential investors.  Although
the Registrant provided the Underwriter with certain information regarding
the characteristics of the Loans in the related portfolio, it did not
participate in the preparation of the Derived Materials.  Concurrently with
the filing hereof, pursuant to Rule 202 of Regulation 202, the Registrant is
filing certain computational materials by paper filing on Form SE in reliance
on a continuing hardship exemption.

     For purposes of this Form 8-K, Derived Materials shall mean computer
generated tables and/or charts displaying, with respect to the Certificates,
any of the following:  yield; average life, duration; expected maturity;
interest rate sensitivity; loss sensitivity; cash flow characteristics;
background information regarding the Loans; the proposed structure; decrement
tables; or similar information (tabular or otherwise) of a statistical,
mathematical, tabular or computational nature, as well as certain matters
relating to the collateral for such transaction.  


____________________
*     Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to them in the Prospectus dated
August 20, 1996, and the Prospectus Supplement dated August 28,
1996, of Financial Asset Securities Corp., relating to its
Cityscape Home Equity Loan Trust 1996-3, Home Equity Loan Pass-
Through Certificates).

Item 7.   Financial Statements, Pro Forma Financial
- ----      -----------------------------------------
          Information and Exhibits.
          ------------------------

(a)  Not applicable.

(b)  Not applicable.

(c)  Not applicable.



                                  SIGNATURES

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

                              FINANCIAL ASSET SECURITIES CORP.



                              By: /s/ Charles A. Forbes, Jr.             
                                  -----------------------------
                                  Charles A. Forbes, Jr.

                                    


Dated:  August 30, 1996



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