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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 -------------

                                   FORM 8-K/A
   
                                Amendment No. 2
    

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

Date of Report (Date of earliest event reported): April 23, 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
        --------                  -------                 ----------
                                               
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
                                                     --------------

                         ------------------------------
                         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 September 30, 1994
                        and 1995 and March 31, 1996 (unaudited)

                a-3     Statement of Operations for the years ended September
                        30, 1993, 1994 and 1995 and for the six months ended 
                        March 31, 1995 (unaudited) and 1996 (unaudited)

                a-4     Statements of Stockholders' Equity for the years ended
                        September 30, 1993, 1994 and 1995 and for the six
                        months ended March 31, 1996 (unaudited)
            
                a-5     Statements of Cash Flows for the years ended September
                        30, 1993, 1994 and 1995 and for the six months ended 
                        March 31, 1995 (unaudited) and 1996 (unaudited)

                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

               23.1    Consent of Independent Auditors
    

   
    

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                                   SIGNATURE
   

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 2 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
- --------        -----------                                                ----
                                                                     
 a-1            Report of Independent Auditors

 a-2            Statements of Financial Condition at September 30, 1994
                and 1995 and March 31, 1996 (unaudited)

 a-3            Statement of Operations for the years ended September
                30, 1993, 1994 and 1995 and for the six months ended 
                March 31, 1995 (unaudited) and 1996 (unaudited)

 a-4            Statements of Stockholders' Equity for the years ended
                September 30, 1993, 1994 and 1995 and for the six
                months ended March 31, 1996 (unaudited)

 a-5            Statements of Cash Flows for the years ended September
                30, 1993, 1994 and 1995 and for the six months ended 
                March 31, 1995 (unaudited) and 1996 (unaudited)

 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

23.1            Consent of Independent Auditors