MID-STATE HOMES INC
8-K, 2000-04-17
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:  April 14, 2000
(Date of earliest event reported)

Commission File No. 333-58995




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



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



1500 North Dale Mabry Highway
Tamps, 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.*

Filing of Certain Material

            Pursuant to Rule 424(b)(5) under the Securities Act of 1933, as
amended, concurrently with, or subsequent to, the filing of this Current Report
on Form 8-K (the "Form-8-K"), Mid-State Homes, Inc. (the "Company") is filing a
prospectus and a preliminary prospectus supplement with the Securities and
Exchange Commission (the "Commission") relating to the issuance by Mid-State
Trust VIII of asset-backed notes (the "Notes").

Documents Incorporated by Reference.

            The consolidated financial statements of Ambac Assurance Corporation
and subsidiaries as of December 31, 1999 and December 31, 1998 and for each of
the years in the three-year period ended December 31, 1999, 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 30, 2000; Commission File No.
1-10777), 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 preliminary prospectus supplement, and shall be deemed to be a part
hereof.

- ---------------

* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated April 18, and the preliminary
prospectus supplement dated April 18, 2000 (collectively, the "Prospectus"), of
Mid-State Homes, Inc., relating to the issuance by Mid-State Trust VIII.


<PAGE>




Item 7. Financial Statements and Exhibits

Item 601(a)
of Regulation S-K
Exhibit No.                                     Description
- -----------                                     -----------
(EX-23)                                         Consent of KPMG LLP,
                                                independent auditors of
                                                Ambac Assurance Corporation


<PAGE>




            Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.

                                   MID-STATE HOMES, INC.


April 14, 2000

                                       By:
                                           -----------------------------------
                                           Name:
                                           Title:


<PAGE>





                                INDEX TO EXHIBITS

                                                                   Paper (P) or
Exhibit No.             Description                               Electronic (E)
- -----------             -----------                               --------------
(EX-23)           Consent of KPMG LLP,                                  E
                  independent auditors of Ambac
                  Assurance Corporation






                          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 Preliminary
Prospectus Supplement of the Registrant (the "Preliminary Prospectus
Supplement"), via the Form 8-K of the Registrant dated April 14, 2000 of our
report dated January 21, 2000 on the consolidated financial statements of Ambac
Assurance Corporation and subsidiaries as of December 31, 1999 and 1998, and for
each of the years in the three-year period ended December 31, 1999, which report
appears in the Annual Report on Form 10-K of Ambac Financial Group, Inc. which
was filed with the Securities and Exchange Commission on March 30, 2000 and to
the reference to any firm under the heading "Experts" in the Prospectus
Supplement.

                                          /s/ KPMG LLP

                                          KPMG LLP

New York, New York
April 14, 2000




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