SALOMON BROTHERS MORTGAGE SECURITIES VII INC
8-K, 1998-12-21
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): December 21, 1998


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

            (AS DEPOSITOR UNDER THE POOLING AND SERVICING AGREEMENT,
           DATED AS OF DECEMBER 1, 1998, PROVIDING FOR THE ISSUANCE OF
   CALLABLE FLOATING RATE MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-NC5)



                 Salomon Brothers Mortgage Securities VII, Inc.
             ------------------------------------------------------

             (Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------


           Delaware                  333-62737                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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                                       -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 13, 1998, in connection with the
Registrant's issuance of a series of certificates, entitled Salomon Brothers
Mortgage Securities VII, Inc., Callable Floating Rate Mortgage Pass-Through
Certificates, Series 1998-NC5 (the "Certificates"), to be issued pursuant to a
pooling and servicing agreement, dated as of December 1, 1998, among the
Registrant as depositor, New Century Mortgage Corporation as master servicer,
Firstar Bank Milwaukee, N.A. as trustee and U.S. Bank National Association as
trust administrator. The Certificates designated as the Series 1998-NC5
Certificates will represent in the aggregate the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a segregated
pool (the "Mortgage Pool") of conventional, one- to four-family, first lien
mortgage loans having original terms to maturity up to 30 years (the "Mortgage
Loans").

Computational Materials

         Salomon Smith Barney Inc. (the "Underwriter") has advised the
Registrant that it has furnished to certain prospective purchasers of
Certificates 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 Underwriter. 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 Smith Barney Inc. to
                          certain prospective purchasers of
                          Salomon Brothers Mortgage Securities
                          VII, Inc., Callable Floating Rate
                          Mortgage Pass- Through Certificates,
                          Series 1998-NC5.



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                                       -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:  December 21, 1998

                                       SALOMON BROTHERS MORTGAGE
                                       SECURITIES VII, INC.



                                       By:  /s/ Vincent J. Varca
                                            ----------------------------
                                       Name:    Vincent J. Varca
                                       Title:   Assistant Vice President


 
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                                       -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 Smith
                Barney Inc. to certain prospective purchasers of
                Salomon Brothers Mortgage Securities VII, Inc.,
                Callable Floating Rate Mortgage Pass-Through
                Certificates, Series 1998-NC5.     


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