SALOMON BROTHERS MORTGAGE SECURITIES VII INC
8-K, 1997-11-25
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, as amended


       Date of Report (Date of earliest event reported): November 21, 1997


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

            (AS DEPOSITOR UNDER THE POOLING AND SERVICING AGREEMENT,
           DATED AS OF NOVEMBER 1, 1997, PROVIDING FOR THE ISSUANCE OF
              MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-HUD2)


                 Salomon Brothers Mortgage Securities VII, Inc.
          -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)



    Delaware                         333-39061           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



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                                       -2-


Item 5.  OTHER EVENTS

Description of the Certificates and the Mortgage Pool

         As of the date hereof, Salomon Brothers Mortgage Securities VII, Inc.
(the "Registrant") has caused to be filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Commission's Rule 424 a Prospectus
Supplement to its Prospectus, dated November 21, 1997, in connection with the
Registrant's issuance of a series of certificates, entitled Salomon Brothers
Mortgage Securities VII, Inc., Mortgage Pass-Through Certificates, Series
1997-HUD2 (the "Certificates"), to be issued pursuant to a pooling and servicing
agreement, dated as of November 1, 1997, among the Registrant as depositor,
Wilshire Servicing Corporation as master servicer, LaSalle National Bank as
trustee and ABN AMRO Bank N.V. as fiscal agent. The Certificates designated as
the Series 1997-HUD2 Certificates will represent in the aggregate the entire
beneficial ownership in a trust fund (the "Trust Fund") consisting primarily of
a segregated pool (the "Mortgage Pool") of residential fixed-rate and
adjustable-rate, first lien seasoned mortgage loans originated as 30-year, fully
amortizing loans under the United States Department of Housing and Urban
Development's Section 203(b) or Section 703 mortgage insurance programs (the
"Mortgage Loans").

Computational Materials

         Salomon Brothers Inc (the "Underwriter") has advised the Registrant
that it has furnished to certain prospective purchasers of Certificates with
certain materials, herein referred to as "Computational Materials", in written
form, which Computational Materials are in the nature of data tables and term
sheet information relating to the Mortgage Loans or other assets of the Trust
Fund, the structure of the Certificates and terms of certain classes of
Certificates, and the hypothetical characteristics and hypothetical performance
of certain classes of Certificates under certain assumptions and scenarios.

         The Computational Materials have been provided by the Underwriters. The
information in the Computational Materials is preliminary and will be superseded
by the Prospectus Supplement relating to the Certificates and by any other
information subsequently filed with the Commission.

         The Computational Materials were prepared by the Underwriter at the
request of certain prospective investors. The Computational Materials may be
based on information that differs from the information set forth in the
Prospectus Supplement.


<PAGE>


                                       -3-




Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

                  (a)      Not applicable

                  (b)      Not applicable

                  (c)      Exhibits



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


          99.5            Computational Materials (as defined in Item 5) that
                          have been provided by Salomon Brothers Inc to
                          certain prospective purchasers of Salomon Brothers
                          Mortgage Securities VII, Inc., Mortgage Pass-
                          Through Certificates, Series 1997-HUD2



<PAGE>


                                       -4-


                                   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 21, 1997

                                        SALOMON BROTHERS MORTGAGE
                                        SECURITIES VII, INC.


                                        By: /s/ Susan Mills
                                            --------------------------------
                                        Name:   Susan Mills
                                        Title:  Assistant Vice President




<PAGE>


                                       -5-

                                INDEX TO EXHIBITS



                                                                   Sequentially
Exhibit No.            Description                                 Numbered Page
- -----------            -----------                                 -------------
 99.5          Computational Materials (as defined in Item 5)            P
               that have been provided by Salomon Brothers
               Inc to certain prospective purchasers of Salomon
               Brothers Mortgage Securities VII, Inc.,
               Mortgage Pass-Through Certificates, Series
               1997-HUD2



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