MID-STATE HOMES INC
8-K, 1998-11-30
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: November 30, 1998
(Date of earliest event reported)

Commission File No. 333-58995

                              Mid-State Homes, Inc.
- --------------------------------------------------------------------------------

        Florida                                      50-0945134
- --------------------------------------------------------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

1500 North Dale Mabry Highway
Tampa, Florida                                       33607
- --------------------------------------------------------------------------------
Address of principal executive offices                   (Zip Code)

                                 (813) 871-4811
- --------------------------------------------------------------------------------
               Registrant's Telephone Number, including area code

- --------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)
<PAGE>

Item 5. Other Events

Documents incorporated by Reference

The  consolidated  financial  statements of Ambac  Assurance  Corporation  as of
December 31, 1997 and 1996, and for each of the years in the  three-year  period
ended  December  31, 1997,  included in the Annual  Report on Form 10-K of Ambac
Financial  Group,  Inc.  (which  was  filed  with the  Securities  and  Exchange
Commission on March 31, 1998) are hereby  incorporated  by reference in (i) this
Current Report on Form 8-K; (ii) the registration  statement (No.  333-58995) of
the Registrant;  and (iii) the Prospectus  Supplement and Prospectus relating to
Mid-State Trust VII,  Asset-Backed  Notes, and shall be deemed to be part hereof
and thereof.

ITEM 7. Financial Statements and Exhibits

     (c) Exhibits

Item 601(a)
of Regulation S-K
Exhibit No.                                     Description
- -----------                                     -----------
(EX-23)                                         Consent  of  KPMG  Peat  Marwick
                                                LLP,    independent    Certified
                                                Public   Accountants   of  Ambac
                                                Assurance     Corporation     in
                                                connection  with Mid-State Trust
                                                VII, Asset-Backed Notes
<PAGE>

          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.

                                        MID-STATE HOMES, INC.

November 30, 1998

                                        By: /s/ Dean Fjelstul
                                            ---------------------
                                            Dean Fjelstul
                                            Vice President
<PAGE>

                                INDEX TO EXHIBITS

                                                                  Paper (P) or
Exhibit No.                     Description                       Electronic (E)
- -----------                     -----------                       --------------
                                                                  
(EX-23)                Consent of KPMG Peat Marwick               E
                       LLP, independent Certified                 
                       Public Accountants of Ambac                
                       Assurance Corporation in                   
                       connection with Mid-State Trust VII,       
                       Asset-Backed Notes                         


                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Ambac Assurance Corporation:

We consent to the incorporation by reference in the registration  statement (No.
333-58995) of Mid-State  Homes Inc. (the  "Registrant"),  and in the  Prospectus
Supplement of the Registrant (the "Prospectus Supplement"),  via the Form 8-K of
the  Registrant  dated November 30, 1998 of our report dated January 29, 1998 on
the  consolidated  financial  statements of Ambac  Assurance  Corporation  as of
December 31, 1997 and 1996, and for each of the years in the  three-year  period
ended  December  31,  1997,  which  report  appears  in the  Form  10-K of Ambac
Financial  Group,  Inc.  dated March 31, 1998 and to the  reference  to our firm
under the heading "Experts" in the Prospectus Supplement.


/s/ KPMG Peat Marwick LLP

New York, New York
November 30, 1998



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