FINANCIAL ASSET SECURITIES CORP
8-K, 1998-09-25
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) September 25, 1998

         FINANCIAL ASSET  SECURITIES  CORP., (as depositor under the Pooling and
         Servicing  Agreement,  dated as of September 1, 1998, which forms Ocwen
         Mortgage  Loan Trust  1998-OFS3,  which will  issue the  Mortgage  Loan
                  Asset-Backed Certificates, Series 1998-OFS3).

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

         Delaware                     333-44067                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
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Item 5.  Other Events.

Filing of Derived Materials.

         In  connection  with the  offering of the Ocwen Home Equity Loan Trust,
Series 1998-OFS3,  Asset Backed Pass-Through  Certificates (the  "Certificates")
Greenwich  Capital  Markets,  Inc.  as  underwriter  of  the  Certificates  (the
"Underwriter"),  has prepared  certain  materials (the "Derived  Materials") for
distribution to their potential investors.  Although the Registrant provided the
Underwriter with certain information regarding the characteristics of the assets
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.

         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;  loss
sensitivity;  cash flow  characteristics;  background  information regarding the
assets;  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.


Item 7.  Financial Statements, Pro Forma Financial

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

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

         The following is filed herewith. The exhibit number 99 corresponds with
         Item 601(b) of Regulation S-K.

         Exhibit No.                        Description

                  99                        Computational Materials filed on
                                            Form SE dated September 25, 1998


                                   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 Graham
                                            -----------------------------
                                            Name:    John Graham
                                            Title:

Dated:  September 25, 1998


Exhibit Index

Exhibit                                                                     Page

99.   Computational Materials filed on Form SE dated September 25, 1998.






              IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THESE
               COMPUTATIONAL MATERIALS ARE BEING FILED IN PAPER.

                                   EXHIBIT 99

                             COMPUTATIONAL MATERIALS

                                       for

                        FINANCIAL ASSET SECURITIES CORP.

                 Ocwen Home Equity Loan Trust, Series 1998-OFS3

                   FILED ON FORM SE, DATED SEPTEMBER 25, 1998.




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

                               September 25, 1998

BY MODEM

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

                Re:      Financial Asset Securities Corp.,
                         Ocwen Home Equity Loan Trust, Series 1998-OFS3
                         Asset-Backed Pass-Through Certificates

Ladies and Gentlemen:

         On behalf of Financial  Asset  Securities  Corp.  (the  "Company"),  we
enclose  herewith  for filing,  pursuant to the  Securities  and Exchange Act of
1934, the Company's Current Report on Form 8-K, for  Computational  Materials in
connection with the above-referenced transaction.

                                Very truly yours,

                                /s/ Michael Braun
                                -----------------
                                  Michael Braun

Enclosure


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