SALOMON BROTHERS MORTGAGE SECURITIES VII INC
8-K, 1997-02-25
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): February 25, 1997


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

            (AS DEPOSITOR UNDER THE POOLING AND SERVICING AGREEMENT,
           DATED AS OF FEBRUARY 1, 1997, PROVIDING FOR THE ISSUANCE OF
            ASSET-BACKED FLOATING RATE CERTIFICATES, SERIES 1997-NC1)


                 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 Executive Offices)                     (Zip Code)


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



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<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:   February 25, 1997

                                   SALOMON BROTHERS MORTGAGE
                                   SECURITIES VII, INC.



                                   By:      /s/ Vincent J. Varca
                                      -----------------------------
                                   Name:    Vincent J. Varca
                                   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
February 25, 1997 (to the Prospectus dated February 25, 1997) of Salomon
Brothers Mortgage Securities VII, Inc., relating to the Asset-Backed Floating
Rate Certificates, Series 1997-NC1 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
February 25, 1997





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