SALOMON BROTHERS MORTGAGE SECURITIES VII INC
8-K, 1996-11-20
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): November 20, 1996


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

            (AS DEPOSITOR UNDER THE POOLING AND SERVICING AGREEMENT,
           DATED AS OF NOVEMBER 1, 1996, PROVIDING FOR THE ISSUANCE OF
            ASSET-BACKED FLOATING RATE CERTIFICATES, SERIES 1996-LB3)


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                    333-14225               13-3439681
           --------                    ---------               ----------
(State or Other Jurisdiction        (Commission          (I.R.S. Employer
of Incorporation)                   File Number)         Identification Number)

Seven World Trade Center
New York, New York                                          10048
- ------------------                                          -----
(Address of Principal                                    (Zip Code)
Executive Offices)

Registrant's telephone number, including area code:  (212) 783-5659
                                                      -------------






<PAGE>


                                       -2-


Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

                  (a)      Not applicable

                  (b)      Not applicable

                  (c)      Exhibits:



                    Item 601(a) of
                    Regulation S-K
Exhibit No.         Exhibit No.                       Description
- -----------         -----------                       -----------

     1                     23                Consent of Independent Accountants






<PAGE>



                                   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 thereunto duly authorized.

Dated:   November 20, 1996

                                         SALOMON BROTHERS MORTGAGE
                                         SECURITIES VII, INC.



                                         By:     /s/ Susan S. Woodbury
                                            -----------------------------
                                         Name:  Susan S. Woodbury
                                         Title: Assistant Vice President






<PAGE>



                                INDEX TO EXHIBITS
                                -----------------



         Exhibit No.                Description                       Page
         -----------                -----------                       ----

               1            Consent of Coopers & Lybrand L.L.P.         5






                                                                       Exhibit 1


                       CONSENT OF INDEPENDENT ACCOUNTANTS




We consent to the incorporation by reference in the Prospectus Supplement dated
November 20, 1996 (to the Prospectus dated October 18, 1996) of Salomon Brothers
Mortgage Securities VII, Inc., relating to the Asset-Backed Floating Rate
Certificates, Series 1996-LB3 of our report dated January 17, 1996, on our
audits of the consolidated financial statements of Financial Security Assurance
Inc. and Subsidiaries as of December 31, 1995 and 1994, and for each of the
three years in the period ended December 31, 1995. We also consent to the
reference to our Firm under the caption "Experts".


                                          /s/ Coopers & Lybrand L.L.P.
                                          COOPERS & LYBRAND L.L.P.



New York, New York
November 20, 1996




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