SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1


(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, 1996

|   |   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 

Commission File No.:  333-14225 and 333-22559

       Salomon Brothers Mortgage Securities VII, Inc., Series 1996-LB3 Trust
             (Exact name of registrant as specified in its charter)

New York (governing law of pooling and servicing agreement)
State or other jurisdiction of incorporation or organization)

52-2009656, 52-2009657
(I.R.S. Employer Identification No.)

c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD                                     21044
(Address of principal executive                 (Zip Code)
offices)

Registrant's telephone number, including area code (410) 884-2000

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



This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual Report
on Form 10-K (the "Original Form 10-K") filed on March 26, 1997, by Norwest Bank
Minnesota, N.A. (the "Reporting Person"), on behalf of Salomon Brothers Mortgage
Securities VII, Inc., Series 1996-LB3 Trust (the  "Trust"), established pursuant
to  a  Pooling  and Servicing  Agreement (the "Pooling and Servicing Agreement")
among  Salomon  Brothers  Mortgage  Securities  VII,  Inc., as  Depositor,  (the
"Depositor"), Long  Beach  Mortgage  Company,  as  Master Servicer, (the "Master
Servicer")  and  Norwest  Bank  Minnesota,  N.A.,  as Trustee, ( the "Trustee"),
pursuant  to  which  the  Salomon Brothers Mortgage Securities VII, Inc., Series
1996-LB3  Trust,  certificates  registered  under  the  Securities  Act  of 1933
(the "Certificates") were  issued.  Item 14 of the Original Form 10-K is amended
to read in its entirety as follows:

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

     (a)  Exhibits

          99.1 Annual Report of  Independent  Public  Accountants'  as to master
               servicing activities or servicing activities as applicable:
          
                   (a)  Long Beach Mortgage Company, as Servicer<F1>
   
          99.2 Management Assertion Letter:

                   (a)  Long Beach Mortgage Company, as Servicer<F1>

          99.3 Annual  Statements  of  Compliance  with  obligations  under  the
               Pooling Agreement or servicing agreement, as applicable,  of: 

                   (a)  Long Beach Mortgage Company, as Servicer<F1>

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

     (c)  Omitted.

     (d)  Omitted.
         

<F1> Filed herewith.






                                    SIGNATURE

     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:

     
     Salomon Brothers Mortgage Securities VII, Inc., Series 1996-LB3 Trust

                       By: Norwest Bank Minnesota, N.A.,
                           as Trustee

                       By: /s/ Sherri J. Sharps
                       By: Sherri J. Sharps
                    Title: Vice President
                    Dated: June 24, 1997



                                 EXHIBIT INDEX

          Exhibit No.

          99.1 Annual Report of  Independent  Public  Accountants'  as to master
               servicing activities or servicing activities as applicable:
          
                   (a)  Long Beach Mortgage Company, as Servicer<F1>

          99.2 Management Assertion Letter:

                   (a)  Long Beach Mortgage Company, as Servicer<F1>

          99.3 Annual  Statements  of  Compliance  with  obligations  under  the
               Pooling Agreement or servicing agreement, as applicable,  of: 

                   (a)  Long Beach Mortgage Company, as Servicer<F1>

<F1> Filed herewith.