FIRST ALLIANCE MORTGAGE CO /DE/
8-K, 1998-03-24
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)
                                 March 24, 1998




                         First Alliance Mortgage Company
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


           California                     333-44585               95-2944875
 -------------------------------   ------------------------   ------------------
 (State or Other Jurisdiction of   (Commission File Number)   (I.R.S. Employer
            Incorporation)                                   Identification No.)


         177305 Von Karman Avenue
            Irvine, California                                   97614-6203
 ----------------------------------------                      -----------------
 (Address of Principal Executive Offices)                        (Zip Code)



                                 (714) 224-8400
               --------------------------------------------------
               Registrant's telephone number, including area code



                                    No Change
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


===============================================================================

<PAGE>



Item 5.  Other Events.

         The sole purpose of this Current Report on Form 8-K is to file the
Statement of Eligibility under the Trust Indenture Act of 1939, as amended, on
Form T-1 of the corporation designated to act as trustee in connection with the
proposed offering of the First Alliance Adjustable Rate Mortgage Loan Asset
Backed Notes, Series 1998-1A by First Alliance Mortgage Loan Trust 1998-1A and
the First Alliance Fixed Rate Mortgage Loan Asset Backed Notes, Series 1998-1F
by First Alliance Mortgage Loan Trust 1998-1F (collectively, the "Notes"). This
exhibit shall be incorporated by reference in the Registration Statement on Form
S-3 of First Alliance Mortgage Company (Commission File No. 333-44585) pursuant
to which the Notes will be offered in order to effect qualification of the
related Indenture under the Trust Indenture Act of 1939, as amended.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

               (a) Not applicable

               (b) Not applicable

               (c) Exhibits:

                       25.1   Form T-1 Statement of Eligibility of The Chase
                              Manhattan Bank with respect to First Alliance
                              Mortgage Loan Trust 1998-1A.

                       25.2   Form T-1 Statement of Eligibility of The Chase
                              Manhattan Bank with respect to First Alliance
                              Mortgage Loan Trust 1998-1F.


<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 hereunto duly authorized.


                                      FIRST ALLIANCE MORTGAGE
                                      COMPANY, as Company

                                      By:    /s/ Mark K. Mason
                                             ----------------------------
                                      Name:  Mark K. Mason
                                      Title: Executive Vice President and
                                             Chief Operating Officer





Dated:  March 24, 1998


<PAGE>




                                  EXHIBIT INDEX



Exhibit No.    Description                                         Page No.
- ----------     -----------                                         --------
 25.1          Form T-1 Statement of Eligibility of The Chase 
               Manhattan Bank with respect to First Alliance  
               Mortgage Loan Trust 1998-1A

 25.2          Form T-1 Statement of Eligibility of The Chase 
               Manhattan Bank with respect to First Alliance 
               Mortgage Loan Trust 1998-1F




                                                                    Exhibit 25.1
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

               ---------------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________

                
                            THE CHASE MANHATTAN BANK
                -------------------------------------------------
               (Exact name of trustee as specified in its charter)


      New York                                                   13-4994650
- -----------------------                                    --------------------
(State of incorporation                                       (I.R.S. employer
if not a national bank)                                     identification No.)

          270 Park Avenue
         New York, New York                                             10017
- ---------------------------------------                              ----------
(Address of principal executive offices)                             (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)
  
                   First Alliance Mortgage Loan Trust 1998-1A
               --------------------------------------------------
               (Exact name of obligor as specified in its charter)

         Delaware                                              Applied For
- -------------------------------                            --------------------
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                              identification No.)

  c/o Wilmington Trust Company
      Rodney Square North
    1100 North Market Street
        Wilmington, DE                                               19890-0001
- ---------------------------------------                              ----------
(Address of principal executive offices)                             (Zip Code)
                                                                              
                              Motgage Backed Notes
                       -----------------------------------
                       (Title of the indenture securities)
                                                                           


===============================================================================


<PAGE>



                                     GENERAL

Item 1.    General Information.

           Furnish the following information as to the trustee:

           (a) Name and address of each examining or supervising authority to
which it is subject.
 
           New York State Banking Department, State House, Albany, New York
12110.

           Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
 
           Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.

           Federal Deposit Insurance Corporation, Washington, D.C., 20429.


           (b) Whether it is authorized to exercise corporate trust powers.

           Yes.


Item 2.    Affiliations with the Obligor.

           If the obligor is an affiliate of the trustee, describe each such
affiliation.

           None.



<PAGE>

 
Item 16.   List of Exhibits
 
           List below all exhibits filed as a part of this Statement of
Eligibility.

           1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

           2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

           3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

           4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

           5. Not applicable.

           6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

           7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

           8. Not applicable.

           9. Not applicable.

                                    SIGNATURE

           Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 19th day of March 1998.

                                             THE CHASE MANHATTAN BANK
 
                                             By:  /s/ Gary Trenaman
                                                  ------------------------
                                                  /s/ Gary Trenaman
                                                  Assistant Vice President





                                                                    Exhibit 25.2
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                             -----------------------
                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

               --------------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________


                            THE CHASE MANHATTAN BANK
               ---------------------------------------------------
               (Exact name of trustee as specified in its charter)


       New York                                                 13-4994650
- -----------------------                                     -------------------
(State of incorporation                                      (I.R.S. employer
if not a national bank)                                     identification No.)

         270 Park Avenue
       New York, New York                                               10017
- ---------------------------------------                              ----------
(Address of principal executive offices)                             (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)
           
                   First Alliance Mortgage Loan Trust 1998-1F
               ---------------------------------------------------
               (Exact name of obligor as specified in its charter)

             Delaware                                           Applied For
- -------------------------------                            ---------------------
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                              identification No.)

  c/o Wilmington Trust Company
     Rodney Square North
   1100 North Market Street
       Wilmington, DE                                                19890-0001
- ---------------------------------------                              ----------
(Address of principal executive offices)                             (Zip Code)
                                                                              
                              Motgage Backed Notes
                        ---------------------------------
                       (Title of the indenture securities)
                                                                           


===============================================================================


<PAGE>



                                     GENERAL

Item 1.    General Information.

           Furnish the following information as to the trustee:

           (a) Name and address of each examining or supervising authority to
which it is subject.
 
           New York State Banking Department, State House, Albany, New York
12110.

           Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
 
           Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.

           Federal Deposit Insurance Corporation, Washington, D.C., 20429.


           (b) Whether it is authorized to exercise corporate trust powers.

           Yes.


Item 2.    Affiliations with the Obligor.

           If the obligor is an affiliate of the trustee, describe each such
affiliation.

           None.





<PAGE>

Item 16.   List of Exhibits
 
           List below all exhibits filed as a part of this Statement of
Eligibility.

           1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

           2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

           3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

           4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

           5. Not applicable.

           6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

           7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

           8. Not applicable.

           9. Not applicable.

                                    SIGNATURE

           Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 19th day of March 1998.
 
                                             THE CHASE MANHATTAN BANK

 
                                             By  /s/ Gary Trenaman
                                                 ------------------------
                                                 /s/  Gary Trenaman
                                                 Assistant Vice President


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