FINANCIAL ASSET SECURITIES CORP
8-K, 1997-03-10
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)  March 7, 1997


     FINANCIAL ASSET SECURITIES CORP., (as depositor  under the Sale and
     Servicing Agreement, dated as of February 1, 1997, relating to the
     Mego Mortgage Home Loan Owner Trust  1997-1, Home Loan Asset Backed
     Notes). 


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


         Delaware                333-10273       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.
- ------    ------------

     On March 7, 1997 Financial Asset Securities Corp. (the "Company") is
filing  a Form T-1 to designate FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
to  act  as an  elegible  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 1.

Incorporation of Certain Documents by Reference
- -----------------------------------------------

     Pursuant to Rule  411 of Regulation C  under the Securities Act  of 1933
and  in  reliance  on  MBIA  Insurance  Corporation,   SEC  No-Action  Letter
(September 6, 1996), the Company  will incorporate by reference the financial
statement  of  MBIA   Insurance  Corporation  ("MBIA")  into   the  Company's
registration statement (File No. 333-3391).  The financial statements will be
referred to in the  prospectus supplement relating to the Company's Home Loan
Asset-Backed Securities, Series 1997-1.  In connection with the incorporation
of such  documents by reference, the Company is  hereby filing the consent of
Coopers &  Lybrand L.L.P. ("Coopers & Lybrand")  to the use of  their name in
such prospectus  supplement.  The  consent of Coopers  & Lybrand is  attached
hereto as Exhibit 2.

Item 7.   Financial Statements, Pro Forma Financial
- ------    -----------------------------------------

          Information and Exhibits.
          ------------------------

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibit:

     1.   Form T-1

     2.   Consent of Independent Accountants


                                  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/ John Anderson
                                  ------------------------------
                                  John Anderson
     


Dated:  March 7, 1997


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

Exhibit                                           Page
- -------                                           ----

1.   Form T-1
2.   Consent of Independent Accounts

                                 EXHIBIT 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


              FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
           (Exact name of Trustee as specified in its charter)

   United States                                   13-3781471
(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 of  First Trust  of New York,  National
Association,  incorporated herein  by reference  to  Exhibit 1  of Form  T-1,
Registration No. 33-83774.

2.   Copy of Certificate of Authority to Commence  Business of First Trust of
New York, National Association, incorporated herein by reference to Exhibit 2
of Form T-1, Registration No. 33-83774.

3.  Authorization of the Trustee to  exercise corporate trust powers of First
Trust of New York, National  Association, incorporated herein by reference to
Exhibit 3 of Form T-1, Registration No. 33-83774.

4.    Copy  of  existing  By-Laws  of  First  Trust  of  New  York,  National
Association,  incorporated herein  by reference  to  Exhibit 4  of Form  T-1,
Registration No. 33-55851.

5.  Not applicable.

6.   Consent of First  Trust of New  York, National Association,  required by
Section 321(b) of the Act, incorporated by reference to  Exhibit 6 of Form T-
1, Registration No. 33-83774.

7.  Report of Condition of First Trust of New York,  National Association, as
of the close of business on  December 31, 1996, published pursuant to law  or
the requirements of its supervising or examining authority.

8.  Not applicable.

9.  Not applicable.

                                     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, First 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, and its seal to be hereunto affixed
and attested, all in the City of Saint Paul and State of Minnesota on the
26th day of February, 1997.

                         FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION


(SEAL)



                         /s/ Lynn Steiner
                         ------------------------------
                         Lynn Steiner
                         



                                  EXHIBIT 7

                        First Trust if New York, N.A.
                       Statement of Financial Condition
                                As of 12/31/96

                                   ($000's)

                                                            12/31/96
                                                            --------

ASSETS
   Cash and Due From Depository Institutions                     
                                                            $ 33,306
   Federal Reserve Stock                                       3,509
   Fixed Assets                                                  878
   Intangible Assets                                          80,431
   Other Assets                                                5,755
                                                            --------
     TOTAL ASSETS                                           $123,879
                                                            ========
LIABILITIES
   Other Liabilities                                           7,154
                                                            --------
     Total Liabilities                                         7,154

EQUITY
   Common and Preferred Stock                                  1,000
   Surplus                                                   120,932
   Undivided Profits                                         (5,207)
                                                            --------
     TOTAL EQUITY CAPITAL                                    116,725

TOTAL LIABILITIES AND EQUITY CAPITAL                        $123,879
                                                            ========

                EXHIBIT 2:  CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to  the incorporation by reference in  this Prospectus Supplement,
of our  report dated  January 22,  1996, on  our audits  of the  consolidated
financial  statements of  MBIA Insurance  Corporation and Subsidiaries  as of
December 31, 1995 and 1994 and for each of the three years ended December 31,
1995.   We  also consent  to the  reference  to our  firm  under the  caption
"Experts".



                              \s\  Coopers & Lybrand L.L.P.
                              --------------------------------------------
                                   Coopers & Lybrand L.L.P.

March 7, 1997
New York, New York


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