MORSERV INC
8-A12G, 1997-04-30
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549
                                                                
                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                       SECURITIES AND EXCHANGE COMMISSION

                                  MorServ, Inc.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)



            Delaware                                 13-3784934
          -------------                              ----------
     (State of Incorporation                      (I.R.S. Employer
      or Organization)                             Identification No.)     

      343 Thornall Street, Edison, New Jersey                08837
     -------------------------------------------            ---------
        (Address of principal executive offices)            (zip code)

     Registrant's Telephone number, including area code:  909-205-6000
   
                           
 If this Form relates to the           If this Form relates to the registration
 registration of a class of            of a class of debt securities and is to
 a class of debt securities            become effective simultaneously with the
 and is effective upon filing          effectiveness of a concurrent 
 pursuant to General Instruction       registration statement under the  
 A(c)(1) please check the              Securities Act of 1933 pursuant to 
 following box: __                     General Instruction A(c)(2) please check
                                       the following box: __


Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to               Name of Each Exchange on Which
to be so Registered                  Each Class is to be Registered

- ---------------------------          --------------------------------
- ---------------------------          --------------------------------

Securities to be registered pursuant to Section 12(g) of the Act:

     Class A-1 Multi-Class Mortgage Pass-Through Certificates, Series 1996-1
     Class A-2 Multi-Class Mortgage Pass-Through Certificates, Series 1996-1
     Class A-3 Multi-Class Mortgage Pass-Through Certificates, Series 1996-1
     Class A-4 Multi-Class Mortgage Pass-Through Certificates, Series 1996-1
     Class A-5 Multi-Class Mortgage Pass-Through Certificates, Series 1996-1
     Class A-6 Multi-Class Mortgage Pass-Through Certificates, Series 1996-1
     Class A-P Multi-Class Mortgage Pass-Through Certificates, Series 1996-1
     -----------------------------------------------------------------------

     Class IA-1 Multi-Class Mortgage Pass-Through Certificates, Series 1996-2
     Class IA-2 Multi-Class Mortgage Pass-Through Certificates, Series 1996-2
     Class IA-3 Multi-Class Mortgage Pass-Through Certificates, Series 1996-2
     Class IA-4 Multi-Class Mortgage Pass-Through Certificates, Series 1996-2
     Class IA-P Multi-Class Mortgage Pass-Through Certificates, Series 1996-2
     Class IIA-1 Multi-Class Mortgage Pass-Through Certificates, Series 1996-2
     Class IIA-P Multi-Class Mortgage Pass-Through Certificates, Series 1996-2
     -------------------------------------------------------------------------

     Class M Multi-Class Mortgage Pass-Through Certificates, Series 1996-1
     Class M Multi-Class Mortgage Pass-Through Certificates, Series 1996-2
     ---------------------------------------------------------------------

<PAGE>

     Class B-1 Multi-Class Mortgage Pass-Through Certificates, Series 1996-1
     Class B-1 Multi-Class Mortgage Pass-Through Certificates, Series 1996-2
     -----------------------------------------------------------------------

     Class B-2 Multi-Class Mortgage Pass-Through Certificates, Series 1996-1
     Class B-2 Multi-Class Mortgage Pass-Through Certificates, Series 1996-2
     -----------------------------------------------------------------------

     Class B-3 Multi-Class Mortgage Pass-Through Certificates, Series 1996-1
     Class B-3 Multi-Class Mortgage Pass-Through Certificates, Series 1996-2
     -----------------------------------------------------------------------

     Class B-4 Multi-Class Mortgage Pass-Through Certificates, Series 1996-1
     Class B-4 Multi-Class Mortgage Pass-Through Certificates, Series 1996-2
     -----------------------------------------------------------------------

     Class B-5 Multi-Class Mortgage Pass-Through Certificates, Series 1996-1
     Class B-5 Multi-Class Mortgage Pass-Through Certificates, Series 1996-2
     -----------------------------------------------------------------------
                      (Title of each class of each series)


 <PAGE>


Item 1.  Description of Registrant's Securities to be Registered

      With respect to each of: (1) Class A-1, A-2, A-3, A-4, A-5, A-6, A-P,
M, B-1, B-2, B-3, B-4, B-5 Multi-Class Mortgage Pass-Through Certificates,
Series 1996-1 and (2) Class IA-1, IA-2, IA-3, IA-4, IA-P, IIA-1, IIA-P, M,
B-1, B-2, B-3, B-4 and B-5 Multi-Class Mortgage Pass-Through Certificates,
Series 1996-2, the Registrant has filed with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-3
(file no. 33-76724).  With respect to the series of the securities registered 
hereunder, the Registrant and has filed with the Commission pursuant to 
Rule 424(b) under the Securities Act of 1933, as amended, the  final  form of
the  prospectus  relating  to  the  initial offering of such securities, which 
includes a description of such securities. Such prospectus is hereby 
incorporated by reference herein.

     On April 4, 1997, the Registrant filed with the Commission a Form 15, 
with respect to the suspension of reporting obligations with respect to the
securities registered hereby.


Item 2.  Exhibits.


1.  Form of Pooling and Servicing Agreement for Series 1996-1.*

2.  Form of Pooling and Servicing Agreement for Series 1996-2.*




<PAGE>



                                    SIGNATURE

        Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934,  the registrant  has duly caused the  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                      MORSERV, INC.
                                           


Date:  April 29, 1996                  By: /s/ Robert J. Kent
                                          ----------------------        
                                       Name:  Robert J. Kent
                                       Title: Senior Vice President



- --------
*   Incorporated by reference to the Registrant current report on
    Form 8-K dated June 26, 1996 for Series 1996-1.

**  Incorporated by reference to the Registrant current report on Form 8-K
    dated August 27, 1996 for Series 1996-2.
   




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