RESIDENTIAL FUNDING MORTGAGE SECURITIES II INC
8-K, 1997-01-23
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) January 23, 1997

RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC. (as depositor under an
Amended and Restated Trust Agreement, dated as of January 30, 1997, and pursuant
to which an Indenture was entered into,  providing for, inter alia, the issuance
of Home Improvement Loan-Backed Notes, Series 1997-HI1)


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

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


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


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



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<PAGE>






Item 5.           Other Events.

         The consolidated  financial  statements of AMBAC Indemnity  Corporation
and its  subsidiaries  as of December 31, 1995 and 1994,  and for the three year
period ended December 31, 1995,  included in the Current Report on Form 8-K/A of
AMBAC  Inc.  for the year  ended  December  31,  1995  (which was filed with the
Securities  and  Exchange  Commission  on March 15,  1996) and the  consolidated
financial  statements of AMBAC  Indemnity  Corporation  and its  subsidiaries at
September 30, 1996 and December 31, 1995,  and for the periods  ended  September
30, 1996 and 1995,  included in the Quarterly  Report on Form 10-Q of AMBAC Inc.
for the period ended September 30, 1996 (which was filed with the Securities and
Exchange  Commission on November 14, 1996), are hereby incorporated by reference
in this Current Report on Form 8-K and shall be deemed to be a part hereof.

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 KPMG Peat
                                        Marwick LLP, independent
                                        auditors of AMBAC
                                        Indemnity Corporation with
                                        respect to the Residential
                                        Funding Mortgage Securities
                                        II, Inc. Home Improvement
                                        Loan-Backed Notes, Series
                                        1997-HI1


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<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.

                                              RESIDENTIAL FUNDING MORTGAGE
                                              SECURITIES II, INC.


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


Dated:  January 23, 1997



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<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.

                                               RESIDENTIAL FUNDING MORTGAGE
                                               SECURITIES II, INC.


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


Dated:  January 23, 1997


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<PAGE>



                                  EXHIBIT INDEX


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

1               23                    Accountant's Consent

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<PAGE>



                                    EXHIBIT 1


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<PAGE>



                          INDEPENDENT AUDITORS' CONSENT


The Board of Directors
AMBAC Indemnity Corporation:

         We consent  to the use of our  report  dated  January  31,  1996 on the
consolidated  financial statements of AMBAC Indemnity Corporation as of December
31,  1995 and 1994,  and for each of the years in the three  year  period  ended
December  31, 1995  incorporated  by  reference  in the Form 8-K of  Residential
Funding  Mortgage  Securities  II,  Inc.  dated  January  23,  1997,  and to the
reference to our firm under the heading  "Experts" in the Prospectus  Supplement
of Residential Funding Mortgage Securities II, Inc. dated January 23, 1997.

     Our  report  refers  to  accounting  changes  adopted  by  AMBAC  Indemnity
Corporation in 1993, which include the Financial  Accounting  Standards  Board's
Statements of Financial  Accounting  Standards No. 109,  "Accounting  for Income
Taxes,"  No.  115,  "Accounting  for  Certain  Investments  in Debt  and  Equity
Securities," No. 106, "Employers'  Accounting for Postretirement  Benefits Other
Than Pension," and No. 112, "Employers' Accounting for Postemployment Benefits."
KPMG Peat Marwick LLP

New York, New York
January 23, 1997

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<PAGE>





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