SEQUOIA MORTGAGE FUNDING CORP
8-K, 1997-07-28
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):  July 28, 1997


          SEQUOIA MORTGAGE FUNDING CORPORATION, (as depositor under
          the Amended  and Restated Deposit Trust  Agreement, dated
          as of  July 17, 1997,  providing for the issuance  of the
          Sequoia Mortgage Trust 1 Collateralized Mortgage Bonds).


               SEQUOIA MORTGAGE FUNDING CORPORATION        
      -----------------------------------------------------
     (Exact name of registrant as specified in its charter)


          Delaware               333-22681          91-1771827   
- ----------------------------   ------------     -----------------
(State or Other Jurisdiction   (Commission     (I.R.S. Employer
     of Incorporation)         File Number)   Identification No.)




       591 Redwood Highway
       Suite 3120
       Mill Valley, California                       94941  
     ---------------------------                  ----------
       (Address of Principal                      (Zip Code)
        Executive Offices)

Registrant's telephone number, including area code (415) 381-1765
                                                   ----- --------
_________________________________________________________________





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

Filing of Computational Materials./F1/
_________________________________

     In  connection  with  the  offering  of the  Sequoia  Mortgage  Trust  1
Collateralized  Mortgage Bonds, Lehman  Brothers Inc., as  underwriter of the
Certificates   (the  "Underwriter"),  has  prepared  certain  materials  (the
"Computational  Materials")  for  distribution  to its  potential  investors.
Although  the Company  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   Computational  Materials.
Concurrently with the filing hereof, pursuant to Rule  202 of Regulation S-T,
the Registrant is filing the Computational Materials by paper filing  in Form
SE in reliance on a continuing hardship exemption.

     For  purposes of  this  Form  8-K,  Computational 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.    The
Computational Materials are attached hereto as Exhibit 99.1.



__________________
1/  Capitalized  terms used  and  not  otherwise defined  herein  shall have
the meanings assigned to  them in  the Prospectus  dated July 25,  1997, and
the Prospectus  Supplement  dated July  25,  1997,  of Sequoia  Mortgage  
Funding Corporation, relating to its Sequoia Mortgage Trust 1 Collateralized 
Mortgage Bonds.










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

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

     99.1  Computational Materials.










                                  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.


                         SEQUOIA MORTGAGE FUNDING CORPORATION



                         By: /s/ Vickie L. Rath                        
                             -----------------------------------
                               Vickie L. Rath
                               Treasurer and Assistant Secretary



Dated:  July 28, 1997









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

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

99.1      Computational Materials                                        5









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



          Pursuant to a  continuing hardship exemption letter, as provided in
Rule 202 of Regulation S-T, Exhibit 99.1 will be filed today in paper by Form
SE.













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