MORGAN STANLEY ABS CAPITAL II INC
8-K, 1997-08-27
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 27, 1997

                       MORGAN STANLEY ABS CAPITAL II INC.           
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     (Exact name of registrant as specified in its charter)

         Delaware                 333-26581         Not Yet Available
- ----------------------------  ----------------    -------------------
(State or Other Jurisdiction  (Commission         (I.R.S. Employer
     of Incorporation)        File Number)        Identification No.)

1585 Broadway
New York, New York                                  10036  
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(Address of Principal                             (Zip Code)
 Executive Offices)

Registrant's telephone number, including area code (212) 761-2063
                                                   ----- --------


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

Filing of Computational Materials.
- ---------------------------------

     In connection  with the offering  of the BankBoston Marine  Asset Backed
Trust 1997-2 (the  "Trust") Asset Backed Notes and  Asset Backed Certificates
(together, the "Securities"), Morgan Stanley  & Co. Incorporated, as the lead
manager  of the Securities has provided certain materials (the "Computational
Materials")  for distribution to its  potential investors.  Concurrently with
the filing hereof,  pursuant to Rule 202 of Regulation S-T, the Registrant is
filing the Computational Materials by paper filing on 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 any Class
or  Classes  of  Securities,  any  of the  following:  yield;  average  life;
duration; expected  maturity;  interest rate  sensitivity; loss  sensitivity;
cash flow  characteristics; background information regarding  the installment
loans;  the  proposed  structure; decrement  tables;  or  similar information
(tabular  or   otherwise)  of   a  statistical,   mathematical,  tabular   or
computational nature.  The Computational Materials provided by Morgan Stanley
& Co.  Incorporated are attached hereto  as Exhibit 99.1.   The Computational
Materials provided by the other underwriters were identical to those provided
by Morgan Stanley & Co. Incorporated except for the legends attached thereon,
which in the  case of the Computational Materials  provided by Merrill Lynch,
Pierce, Fenner & Smith Incorporated are included as Exhibit 99.2.



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

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

     99.1      Computational  Materials of Morgan  Stanley & Co. Incorporated
               (P)

     99.2      Legend-Merrill Lynch, Pierce, Fenner & Smith Incorporated (P)





                                  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.

                              MORGAN STANLEY ABS CAPITAL II INC.


                              By:  /s/  James P. Fadel
                                  ------------------------------
                                Name:  James P. Fadel
                                Title: 


Dated:  August 27, 1997


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

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

99.1  Computational Materials of
      Morgan Stanley & Co. Incorporated (P)

99.2  Legend-Merrill Lynch, Pierce,
      Fenner & Smith Incorporated (P)





                           Exhibits 99.1 and 99.2
                           ----------------------


     In  accordance  with  Rule  202  of  Regulation  S-T,  the Computational
Materials  are  being  filed on  paper  pursuant  to Form  SE  pursuant  to a
continuing hardship exemption.



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