RESIDENTIAL FUNDING MORTGAGE SECURITIES II INC
8-K, 1996-10-25
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:  October 8, 1996
(Date of earliest event reported)



                Residential Funding Mortgage Securities II, Inc.
             (Exact name of registrant as specified in its charter)


DELAWARE                           33-80419                  41-1808858
(State or Other Juris-            (Commission             (I.R.S. Employer
diction of Incorporation)        File Number)             Identification No.)


       8400 Normandale Lake Blvd., Suite 600, Minneapolis, Minnesota 55437
               (Address of Principal Executive Office) (Zip Code)


       Registrant's telephone number, including area code:(612) 832-7000






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Item 5.  Other Events.

                  On or about October 30, 1996,  the  Registrant  will cause the
         issuance  and  sale of  Home  Equity  Loan-Backed  Term  Notes,  Series
         1996-HS3,  (the "Term Notes")  issued  pursuant to a an Indenture to be
         dated as of October 1, 1996,  between Home Loan Equity Trust  1996-HS3,
         as issuer, and The Chase Manhattan Bank, N.A., as indenture trustee.

                  In connection  with the sale of the Term Notes  (collectively,
         the "Underwritten  Notes"), the Registrant has been advised by RFSC and
         Morgan  Stanley  &  Co.   Incorporated   as   representative   for  the
         Underwriters (the "Underwriters"), that the Underwriters have furnished
         to prospective  investors certain yield tables and other  computational
         materials  (the   "Computational   Materials")   with  respect  to  the
         Underwritten   Notes  following  the  effective  date  of  Registration
         Statement No. 33-80419,  which Computational  Materials are being filed
         manually as exhibits to this report.

                  The   Computational   Materials  have  been  provided  by  the
         Underwriters.   The  information  in  the  Computational  Materials  is
         preliminary and may be superseded by the Prospectus Supplement relating
         to the  Underwritten  Notes and by any other  information  subsequently
         filed with the Securities and Exchange Commission.

                  The Computational Materials consist of the first 20 pages (the
         "Computational  Materials")  that appear  after the Form SE cover sheet
         and the page  headed  "EXHIBIT".  The  Underwriters  have  advised  the
         Registrant that certain information in the Computational  Materials may
         have been  based on  assumptions  that  differed  from the  final  pool
         information.

                  The Computational  Materials were prepared by the Underwriters
         at the request of certain prospective  investors,  based on assumptions
         provided  by,  and  satisfying  the  special   requirements   of,  such
         prospective  investors.  The  Computational  Materials  may be based on
         assumptions   that  differ  from  the  assumptions  set  forth  in  the
         Prospectus Supplement. The Computational Materials may not include, and
         do  not  purport  to   include,   information   based  on   assumptions
         representing  a complete set of possible  scenarios.  Accordingly,  the
         Computational  Materials  may not be  relevant  to or  appropriate  for
         investors other than those specifically requesting them.

                  In addition, the actual characteristics and performance of the
         revolving  credit  loans   underlying  the   Underwritten   Notes  (the
         "Revolving  Credit Loans") may differ from the assumptions  used in the
         Computational  Materials,  which are  hypothetical  in nature and which
         were provided to certain  investors only to give a general sense of how
         the yield,  average life,  duration,  expected maturity,  interest rate
         sensitivity  and cash flow  characteristics  of a  particular  class of
         Underwritten  Notes  might  vary  under  varying  prepayment  and other
         scenarios.  Any  difference  between  such  assumptions  and the actual
         characteristics  and  performance  of the  Revolving  Credit Loans will
         affect the actual yield,

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         average life,  duration,  expected maturity,  interest rate sensitivity
         and cash flow  characteristics  of a particular  class of  Underwritten
         Notes.


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


         (a)      Financial Statements.

                  Not applicable.

         (b)      Pro Forma Financial Information.

                  Not applicable.

         (c)      Exhibits



                                 Item 601(a) of
                                 Regulation S-K
Exhibit No.                      Exhibit No.                 Description
   1                                99                 Computational Materials



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         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this  report  to be  signed  on behalf of the
Registrant by the undersigned thereunto duly authorized.


                                                   RESIDENTIAL FUNDING MORTGAGE
                                                   SECURITIES II, INC.

                                                   By:  /s/ Diane S. Wold
                                                   Name:    Diane S. Wold
                                                   Title:   Vice President




Dated: October 8, 1996





                                  EXHIBIT INDEX


             Item 601 (a) of     Sequentially
Exhibit      Regulation S-K      Numbered
Number       Exhibit No.         Description                   Page

1              99          Computational Materials              Filed
                                                              Manually

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                                     EXHIBIT

                             (Intentionally Omitted)

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