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, 1997

/   /  Transition report pursuant to section 13 or 15(d) of the Securities
       Exchange Act of 1934

Commission File No.:  333-22559-02



                     Salomon Brothers Mortgage Securities VII, Inc,
             Asset-Backed Floating Rate Certificates, Series 1997-LB3 Trust
                 (Exact name of registrant as specified in its charter)

New York                             52-2048664     52-2048665     52-2048669
(State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                   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,  1998,  on behalf
Salomon  Brothers  Mortgage  Securities  VII,  Inc,  Asset-Backed  Floating Rate
Certificates,  Series  1997-LB3 Trust (the "Trust"),  established  pursuant to a
Pooling and Servicing  Agreement among Salomon Brothers Mortgage Securities VII,
INC.,  (the  "Company"),  as  depositor,  and Long Beach  Mortgage  Company  and
Ameriquest  Mortgage  Company,  as Master Servicer,  and Norwest Bank Minnesota,
National  Association,  as  Trustee,  pursuant  to which  the  Salomon  Brothers
Mortgage Securities VII, Inc,  Asset-Backed  Floating Rate Certificates,  Series
1997-LB3 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 Independent  Accountants'  Servicing  Reports  concerning
                servicing activities for the year ended December 31, 1997.

               (a) Ameriquest Mortgage Company, as Subservicer<F1>

          99.2  Report of Management  as to  Compliance  with Minimum  Servicing
                Standards for the year ended  December 31, 1997.

               (a) Ameriquest Mortgage Company, as Subservicer<F1>

          99.3  Annual Statements of Compliance  under the Pooling and Servicing
                Agreements for the year ended  December 31, 1997.

               (a) Ameriquest Mortgage Company, as Subservicer<F1>

          99.4  Aggregate Statement of Principal and Interest
                Distributions to Certificate Holders.<F2>

          On October 9, 1997, November 10, 1997, and December 9, 1997, reports
          on Form 8-K were filed by the  Company  in  order to  provide  the
          statements  for the monthly distributions to holders of the
          Certificates.  No other reports on Form 8-K have been  filed  during
          the last  quarter  of the period covered by this report.

     (c)  Not applicable.

     (d)  Omitted pursuant.

<F1>  Filed herewith.

<F2> Previously filed.





                                    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,
Asset-Backed Floating Rate certificates, Series 1997-LB3 Trust

Signed     NORWEST BANK MINNESOTA, N.A.,
           as Trustee
By:        /s/Sherri J. Sharps

By:        Sherri J. Sharps
Title:     Vice President -- Securities Administration Services
Dated:     2/15/2000




EXHIBIT INDEX

Exhibit No.

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


               (a) Ameriquest Mortgage Company, as Subservicer<F1>

99.2 Report of Management as to Compliance with Minimum Servicing  Standards for
     the year ended December 31, 1997.

               (a) Ameriquest Mortgage Company, as Subservicer<F1>

99.3 Annual Statements of Compliance for the year ended December 31, 1997.

               (a) Ameriquest Mortgage Company, as Subservicer<F1>

99.4 Aggregate Statement of Principal and Interest  Distributions to
     Certificate Holders<F2>

<F1> Filed herewith.

<F2> Previously filed.