SECURITIES AND EXCHANGE COMMISSION   
   
                             Washington D.C. 20549   
   
                                   Form 10-K   
   
 Annual report pursuant to Section 13 or 15(d) of the Securities and Exchange 
                 Act of 1934 For fiscal year ended 12/31/1998   
   
                    Commission file number: 333-21071-10   
                                          
                Cityscape Home Loan Owner Trust   
    (AS DEPOSITOR UNDER THE TRUST AGREEMENT DATED AS JUNE 2, 1997,   
        PROVIDING FOR THE ISSUANCE OF TRUST CERTIFICATES SERIES 1997-3   
------------------------------------------------------------------------------- 
   
            (Exact name of registrant as specified in its charter)   
   
                 Delaware                               None   
                 --------                    --------------------------
         (State or Other Jurisdiction           (I.R.S. Employer        
            of Incorporation                 Identification Number)   
   
                      	600 Steamboat Road   
                     Greenwich, Connecticut  06830   
                      ----------------------------------
                      (Address of Principal (Zip Code)   
                        Executive Offices)              
   
                 Registrant's telephone number:(203) 625-2700   
   
          Securities registered pursuant to Section 12(b) of the Act:   
                                          
                                     None   
                                          
          Securities registered pursuant to Section 12(g) of the Act:   
                                          
                                     None   
                                          
Indicate 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.   
                            _X_ YES         ___ no   
                                          
                                          
   
Item 1. Business:   
   
        Not applicable   
   
   
Item 2. Properties:   
   
        Not applicable   
   
   
Item 3. Legal Proceedings:   
   
        None   
   
   
Item 4. Submission of Matters to a Vote of Security-Holders   
   
        None   
   
   
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 
   
        To the best knowledge of the registrant there is no established public 
        trading market for the certificates.   
   
        There are approximately 39 holders of record as of the end of the
        reporting year.   
   
   
Item 6. Selected Financial Data   
   
        Not applicable   
   
   
Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations   
   
        Not applicable   
   
   
Item 8. Financial Statements and Supplementary Data   
   
        Not applicable   
   
   
Item 9. Changes in and Disagreements With Accountants on Accounting and   
        Financial Disclosure   
   
        None   
   
   
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   
   
   
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K   
   
         None   
   
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.   
   
Date: 1/29/99   
   
Financial Asset Securities Corp by U.S. Bank National Association fka
First Bank National Association, as Trustee for Cityscape Home Loan Owner
Trust 1997-3, Home Loan  Asset Backed Notes and Certificates Series 1997-3.   
   
By:    /s/ Lynn Steiner
   --------------------------------------   
Name:    Lynn Steiner
Title:   Vice President   
Company: U.S. Bank National Association fka First Bank National Association