SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (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 ______________________ or [ ] Transition Report Pursuant to Section 13 or 15 15d of the Securities Exchange Act of 1934 For the transition period from _____________ to ________ Commission file Number 333-29381 Financial Asset Securities Corp. (Exact name of registrant as specified in its charter) Delaware 06-1442101 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 600 Steamboat Road Greenwich, Connecticut 06830 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (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 by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 PART I Item 2. Properties See Exhibit 99.1 & 99.2. Item 3. Legal Proceedings There were no legal proceedings. Item 4. Submission of Matters to a Vote of Security Holders There were no matters submitted to a vote of the Security Holders. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder matters There were thirteen participants in the DTC system holding positions in the Cede certificates. The following were Noteholders and Certificateholders of record as of the end of the reporting year. Mego Mortgage Home Loan Owner Trust, Series 1997-3: Series 1997-3 Class A-1 Cede & Co. Series 1997-3 Class A-2 Cede & Co. Series 1997-3 Class A-3 Cede & Co. Series 1997-3 Class A-4 Cede & Co. Series 1997-3 Class M-1 Cede & Co. Series 1997-3 Class M-2 Cede & Co. Series 1997-3 Certificates Cede & Co. There is no established trading market for the notes. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures: Information required by Item 304 of Reg. S-K. There were no changes in and/or disagreements with Accountants on Accounting and Financial Disclosures. PART IV Item 12. Security Ownership of Certain Beneficial Owners and Management The Notes are represented by one or more notes registered in the name of of Cede & Co., the nominee of The Depository Trust Company. An investor holding Notes is not entitled to receive a certificate representing such Note, except in limited circumstances. Accordingly, Cede & Co. is the sole holder of Notes, which it holds on behalf of brokers, dealers, banks and other participants in the DTC system. Such participants may hold Notes for their own accounts or for the accounts of their customers. The address of Cede & Co. is: Cede & Co. c/o The Depository Trust Company Seven Hanover Square New York, New York 10004 Item 13. Certain Relationships and Related Transactions. There has not been, and there is not currently proposed, any transactions or series or transactions, to which any of the Trust, the Registrant, the Trustee or the Servicer is a party with any Noteholder who, to the knowledge of the Registrant and Servicer, owns of record or beneficially more than five percent of the Notes. Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) 1. Not Applicable 2. Not Applicable 3. Exhibits 99.1 Annual Summary Statement 99.2 Annual Statement as to Compliance. 99.3 Annual Independent Public Accountant's Servicing Report. (b) Reports on Form 8-K The Registrant has filed Current Reports on Form 8-K with the Securities and Exchange Commision dated July 25, 1997 August 25, 1997, September 25, 1997, October 27, 1997, November 25, 1997 and December 26, 1997. (c) See (a) 3 above (d) Not Applicable 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. Financial Asset Securities Corporation Mego Mortgage Home Loan Owner Trust, Series 1997-3 By: /s/ Mark LeMay Vice President, U.S. Bank National Association Date:March 25, 1998 EXHIBIT INDEX Exhibit Description 99.1 Annual Summary Statement 99.2 Annual Statement as to Compliance 99.3 Annual Independent Public Accountant's Servicing Report EXHIBIT 99.1 -- Summary of Aggregate Amounts or End of Year Amounts for the period ending December 31, 1997 Mego Mortgage Home Loan Owner Trust, Series 1997-3 Summary of Aggregate Amounts or End of Year Amounts End Balance Principal Interest Pool 101,402,665.38 3,084,226.50 6,623,196.90 Class A-1 27,585,655.69 5,814,344.31 920,927.82 Class A-2 25,700,000.00 0.00 811,884.42 Class A-3 6,500,000.00 0.00 212,577.08 Class A-4 9,451,000.00 0.00 323,993.41 Class M-1 16,213,000.00 0.00 564,077.29 Class M-2 7,584,000.00 0.00 269,840.83 Certificate 5,753,639.00 0.00 213,790.84 Cumulative Defaulted Loans 114,747.36 Loan Losses 0.00 Servicer Fees 517,804.92 Indenture Trustee Fees 14,239.64 Owner Trustee Fees 1,999.98 Master Servicer Fees 41,424.40 Reimbursements to the Master Servicer 4,024.71 61+ Day Delinquency Percentage(Rolling 6 Month) 0.350% EXHIBIT 99.2 -- Servicer's Annual Statement of Compliance To be supplied upon receipt by the Trustee EXHIBIT 99.3 -- Report of Independent Auditors To be supplied upon receipt by the Trustee