SALOMON BROTHERS MORTGAGE SECURITIES VII INC
8-K, 1996-06-25
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): June 25, 1996


                SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

           (AS DEPOSITOR UNDER THE POOLING AND SERVICING AGREEMENT,
           DATED AS OF JUNE 1, 1996, PROVIDING FOR THE ISSUANCE OF
    ASSET-BACKED FIXED RATE AND FLOATING RATE CERTIFICATES, SERIES 1996-3)


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


        DELAWARE                    33-84924                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:   June 25, 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.         6





<PAGE>



                                    EXHIBIT 1






<PAGE>




                       CONSENT OF INDEPENDENT ACCOUNTANTS




We consent to the incorporation by reference in the Prospectus  Supplement dated
June 25,  1996 (to the  Prospectus  dated  June 17,  1996) of  Salomon  Brothers
Mortgage  Securities  VII,  Inc.,  relating to the  Asset-Backed  Fixed Rate and
Floating Rate Certificates,  Series 1996-3 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".



                            COOPERS & LYBRAND L.L.P.



New York, New York
June 25, 1996




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