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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                   FORM 8-K/A
   
                                Amendment No. 4
    

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 1996
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                           CITYSCAPE FINANCIAL CORP.
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             (Exact name of registrant as specified in its charter)



        DELAWARE                  0-27314                 11-2994671
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State or Other Jurisdiction     Commission              (IRS Employer
     of Incorporation           File Number          Identification No.)  



                                                     
  565 Taxter Road, Elmsford, New York                   10523-5200
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(Address of Principal Executive Offices)                 Zip Code


Registrant's telephone number, including area code:  (914) 592-6677
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                         ------------------------------
                         Former name or former address,
                          if changed since last report
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Item 7.         Financial Statements, Pro Forma Financial Information
                and Exhibits

                (c)     Exhibits

                        a-1    Report of Independent Auditors
        
   
                        a-2    Statements of Financial Condition at March 31,
                               1996 (unaudited) and December 31, 1995 and 1994

                        a-3    Statements of Operations for the three months 
                               ended March 31, 1996 (unaudited) and 1995 
                               (unaudited) and the years ended December 31, 
                               1995, 1994 and 1993

                        a-4    Statements of Stockholders' Equity for the years
                               ended December 31, 1995, 1994 and 1993 and for
                               the three months ended March 31, 1996 (unaudited)

                        a-5    Statements of Cash Flows for the three months 
                               ended March 31, 1996 (unaudited) and 1995 
                               (unaudited) and the years ended December 31, 
                               1995, 1994 and 1993

                        a-6    Notes to Financial Statements

                        b-1    Unaudited Pro Forma Consolidated Statement of
                               Operations for the year ended December 31, 1995
                               and the three months ended March 31, 1996

                        2.1*   Agreement for the Sale and Purchase of the Entire
                               Issued Share Capital of Heritable Group Limited,
                               dated June 14, 1996
    

                      23.1     Consent of Independent Auditors


   
 * Filed previously in Form 8-K on June 28, 1996
    
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                                   SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amendment No. 4 to Current Report on 
Form 8-K/A to be signed on its behalf by the undersigned hereunto duly 
authorized.

                                                 CITYSCAPE FINANCIAL CORP.
                                                        (Registrant)

                                                 By:     /s/ Tim S. Ledwick
                                                         ------------------
                                                 Name:   Tim S. Ledwick
                                                 
                                                 Title:  Chief Financial Officer
                                                         (as chief accounting
                                                         officer and on behalf
                                                         of the registrant)


Dated:  January 30, 1997
    
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                               INDEX TO EXHIBITS


   



EXHIBITS        DESCRIPTION                                                 PAGE
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a-1             Report of Independent Auditors

a-2             Statements of Financial Condition at March 31, 1996
                (unaudited) and December 31, 1995 and 1994

a-3             Statements of Operations for the three months ended
                March 31, 1996 (unaudited) and 1995 (unaudited) and
                the years ended December 31, 1995, 1994 and 1993

a-4             Statements of Stockholders' Equity for the years
                ended December 31, 1995, 1994 and 1993 and for the three 
                months ended March 31, 1996 (unaudited)                      

a-5             Statements of Cash Flows for the three months ended
                March 31, 1996 (unaudited) and 1995 (unaudited) and
                the years ended December 31, 1995, 1994 and 1993

a-6             Notes to Financial Statements

b-1             Unaudited Pro Forma Consolidated Statement of
                Operations for the year ended December 31, 1995
                and the three months ended March 31, 1996

2.1*            Agreement for the Sale and Purchase of the Entire
                Issued Share Capital of Heritable Group Limited,
                dated June 14, 1996

23.1            Consent of Independent Auditors



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* Filed previously in Form 8-K on June 28, 1996