SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                 FORM 10-K


(Mark One)

/ x /ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997

                                  OR

/   /TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                      Commission File No.:  033-78368

                   Financial Asset Securitization, Inc.,
           Mortgage Participation Securities, Series 1997-02 Trust
           (Exact name of registrant as specified in its charter)

NY                                         Pending        
(State or other jurisdiction of            (I.R.S. Employer Identification
incorporation or organization)              No.)


c/o Norwest Bank Minnesota, N.A.
7485 New Horizon Way
Frederick, Maryland                        21703
(Address of principal executive            (Zip Code)
offices)


Registrant's telephone number, including area code (301) 696-7900

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:  NONE


        Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.


Yes  X          No__


        Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not 
contained herein, and will not be contained, to the best of registrant's 
knowledge, in definitive proxy or information statements incorporated by 
reference in Part III of this Form 10-K or any amendment to this Form 10-K.

        Not Applicable

        State the aggregate market value of the voting stock held by non-
affiliates of the registrant.  The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of a specified date within
60 days prior to the date of filing.  (See definition of affiliate in
Rule 405.)

        Not Applicable

        Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date.

        Not Applicable


                                  PART I

Item 1.  Business.

         Omitted

Item 2.  Properties.

         See Item 14(a), Exhibits 99.1, 99.2, and 99.3, for information 
         provided in lieu of information required by Item 102 of 
         Regulation S-K.

Item 3.  Legal Proceedings.

         The registrant knows of no material pending legal proceedings
         involving the trusts created under the Pooling 
         Agreement (the "Trusts"), the Trustee, the Servicer or the
         registrant with respect to the Trusts other than routine
         litigation incidental to the duties of the respective parties.


Item 4.  Submission of Matters to a Vote of Security Holders.

         None.


                                 PART II


Item 5.  Market for Registrant's Common Equity and Related
         Stockholder Matters.  (Subsection references herein refer to 
         Section 201 of Regulation S-K.)

         (a)  No established public trading market for the Certificates 
              exists.

         (b)  As of December 31, 1997, the number of holders of the
              publicly offered Certificates was 3.

         (c)  Omitted.


Item 6.  Selected Financial Data.

         Omitted.


Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations. 

         Omitted.


Item 8.  Financial Statements and Supplementary Data.

         See Item 14(a), Exhibits 99.1, 99.2, and 99.3, for information 
         provided in lieu of information required by Item 102 of 
         Regulation S-K.


Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure.

         None.


                                PART III


Item 10.  Directors and Executive Officers of the Registrant.

          Not applicable.


Item 11.  Executive Compensation.

          Not applicable.



Item 12.  Security Ownership of Certain Beneficial Owners and Management.

          Not applicable.



Item 13.  Certain Relationships and Related Transactions.

          Not applicable.


                                 PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (a)  Exhibits

          99.1   Annual Independent Accountants' Servicing Reports
                 concerning servicing activities for the year ended
                 December 31, 1997.

                 No exhibit will be attached as the holdings of the 
                 trust are restricted to securities only.  The Annual 
                 Report of Independent Public Accountants is inapplicable 
                 as a result. 

          99.2   Annual Statement of Compliance with obligations
                 Under the Pooling Agreement or servicing agreement as 
                 applicable.

                 No exhibit will be attached as the holdings of the 
                 trust are restricted to securities only.  The Annual 
                 Report of Independent Public Accountants is inapplicable 
                 as a result. 


          99.3   Aggregate Statement of Principal and Interest 
                 Distributions to Certificate Holders.


     (b)  No reports on Form 8-K have been filed during the last quarter 
          of the period covered by this report.

     (c)  Not applicable.

     (d)  Omitted.




                                SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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:


Financial Asset Securitization, Inc.,
Mortgage Participation Securities, Series 1997-02 Trust


Signed     Norwest Bank Minnesota, N.A.
           as Trustee
By:        Sherri J. Sharps
By:        /s/Sherri J. Sharps
Title:     Vice President
Dated:     March 20, 1998








SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT


     (a)(1)  No annual report is provided to the Certificateholders
     other than with respect to aggregate principal and interest
     distributions.

     (a)(2)  No proxy statement, form of proxy or other proxy
     soliciting material has been sent to any Certificateholder with
     respect to any annual or other meeting of Certificateholders.