FINANCIAL ASSET SECURITIES CORP
8-K, 1997-08-13
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 13, 1997


          FINANCIAL ASSET SECURITIES CORP., (as depositor).


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


          Delaware               333-29381          06-1442101   
- ----------------------------   ------------     -----------------
(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 Form T-1.
- ------------------

     On August 13, 1997, Financial  Asset Securities Corp. (the "Company") is
filing a Form T-1 to  designate U.S. BANK NATIONAL ASSOCIATION,  F.K.A. FIRST
BANK  NATIONAL  ASSOCIATION  to  act  as  an  eligible  trustee  under  trust
indentures to  be qualified  pursuant to  Sections 305  or 307  of the  Trust
Indenture Act of 1939.  Form T-1 is annexed hereto as Exhibit 99.1.


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

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

     99.1  Form T-1.


                                  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.



                         FINANCIAL ASSET SECURITIES CORP.



                         By: /s/ Peter McMullin 
                             -----------------------------------
                               Peter McMullin
                               Vice President



Dated:  August 13, 1997



                                Exhibit Index
                                -------------


Exhibit
- -------

99.1      Form T-1


                                 Exhibit 99.1
                                 ------------



                      SECURITIES AND EXCHANGE COMMISSION


                            WASHINGTON, D.C. 20549


                                  __________

                                   FORM T-1

Statement of Eligibility and Qualification Under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee




                       U.S. BANK NATIONAL ASSOCIATION 
                    F.K.A. FIRST BANK NATIONAL ASSOCIATION
             (Exact name of Trustee as specified in its charter)

     United States                                      41-0417860
(State of Incorporation)                             (I.R.S. Employer
                                                    Identification No.)

     First Trust Center
     180 East Fifth Street
     St. Paul, Minnesota                                 55101
(Address of Principal Executive Offices)               (Zip Code)




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


        Delaware                                        06-1442010

(State of Incorporation)                             (I.R.S. Employer
                                                    Identification No.)
     600 STEAMBOAT ROAD
     GREENWICH, CT                                         06830
(Address of Principal Executive Offices)                 (Zip Code)



                      HOME LOAN ASSET BACKED SECURITIES
                     (Title of the Indenture Securities)


                                   GENERAL
                                   -------


1.   General Information Furnish the following information as to the Trustee.
     -------------------

     (a)  Name and  address of  each examining  or  supervising authority  to
          which it is subject.
               Comptroller of the Currency
               Washington, D.C.

     (b)  Whether it is authorized to exercise corporate trust powers.
          Yes

2.   AFFILIATIONS  WITH OBLIGOR  AND  UNDERWRITERS   If  the  obligor or  any
     underwriter for  the obligor  is an affiliate  of the  Trustee, describe
     each such affiliation.
               None

     See Note following Item 16.

     Items 3-15  are not  applicable because  to the  best  of the  Trustee's
     knowledge the  obligor is not in  default under any Indenture  for which
     the Trustee acts as Trustee.

16.  LIST OF EXHIBITS  List below all exhibits filed as a part of this
     ----------------
statement of eligibility and qualification.

     1.   Copy of Articles of Association.* 



     2.   Copy of Certificate of Authority to Commence Business.* 

     3.   Authorization of  the Trustee  to exercise  corporate trust  powers
          (included in Exhibits 1 and 2; no separate instrument).* 

     4.   Copy of existing By-Laws.* 

     5.   Copy of each Indenture referred to in Item 4.  N/A.

     6.   The consents of the Trustee required by Section 321(b) of the act.

     7.   Copy of  the latest  report of condition  of the  Trustee published
          pursuant to law or the requirements of its supervising or examining
          authority incorporated by reference to File Number 333-26679.

 * Incorporated by reference to File Number 333-30939.



                                     NOTE

     The answers  to this statement  insofar as  such answers relate  to what
persons  have been  underwriters for  any securities  of the  obligors within
three years prior to the date  of filing this statement, or what  persons are
owners of 10% or more of the voting securities of the obligors or affiliates,
are based upon information  furnished to the Trustee by the  obligors,  While
the  Trustee has no reason to doubt the  accuracy of any such information, it
cannot accept any responsibility therefor.





                                  SIGNATURE

     Pursuant to the  requirements of the  Trust Indenture  Act of 1939,  the
Trustee,  U.S.  Bank  National  Association,  an  Association  organized  and
existing under the  laws of the United States, has duly caused this statement
of  eligibility  and  qualification  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly  authorized, all  in the City  of Saint Paul  and
State of Minnesota on the 11th day of August, 1997.

                         U.S. BANK NATIONAL ASSOCIATION

 

                         /s/ Lynn M. Steiner
                         -------------------
                         Lynn M. Steiner
                         Assistant Vice President





/s/ Mark E. LeMay
- -----------------
Mark E. LeMay
Assistant Secretary

                                  EXHIBIT 6

                                   CONSENT

     In accordance with  Section 321(b) of  the Trust Indenture Act  of 1939,
the undersigned, U.S.  BANK NATIONAL ASSOCIATION hereby consents that reports
of examination of the undersigned  by Federal, State, Territorial or District
authorities  may be  furnished  by  such authorities  to  the Securities  and
Exchange Commission upon its request therefor.


Dated:  August 11, 1997


                         U.S. BANK NATIONAL ASSOCIATION



                         /s/ Lynn M. Steiner
                         --------------------
                         Lynn M. Steiner
                         Assistant Vice President



                               BROWN & WOOD LLP
                            One World Trade Center
                          New York, New York  10048
                          Telephone:  (212) 839-5300
                          Facsimile:  (212) 839-5599





                                        August 13, 1997


BY MODEM
- --------

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549


     Re:  Financial Asset Securities Corp.
          Mego Mortgage Home Loan Owner Trust 1997-4
          Home Loan Asset Backed Securities         
          ------------------------------------------


Ladies and Gentlemen:

     On behalf of Financial Asset Securities Corp. (the "Company"), we attach
hereto for  filing,  pursuant to  the  Securities Exchange  Act of  1934,  as
amended, the Company's  Current Report on  Form 8-K, annexing a  Statement of
Eligibility  and Qualification  under the  Trust Indenture Act  of 1939  of a
Corporation Designated to Act as Trustee, on Form T-1, in connection with the
above-referenced transaction.


                                        Very truly yours,

                                        /s/ Steven Z. Hodaszy

                                        Steven Z. Hodaszy


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