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 0-15483 Financial Asset Securitization, Inc. (Exact name of registrant as specified in its charter) Virginia 53-1526174 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 901 East Byrd Street Richmond, Virginia 23219 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (804) 344-7575 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 See Exhibit 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 The following were Noteholders and Certificateholders of record as of the end of the reporting year. Financial Asset Securitization, Inc. Mortgage Participation Securities Series 1997 NAMC2 Class FXA-1 Cede & Co. Class FXA-2 Cede & Co. Class FXA-3 Cede & Co. Class FXA-4 Cede & Co. Class FXA-5 Cede & Co. Class FXA-6 Cede & Co. Class FXA-7 Cede & Co. Class FXA-8 Cede & Co. Class FXA-9 Cede & Co. Class FXA-10 Cede & Co. Class FXA-11 Cede & Co. Class A-1 Cede & Co. Class A-2 Cede & Co. Class A-3 Cede & Co. Class A-4 Cede & Co. Class A-5 Cede & Co. Class A-6 Cede & Co. Class A-7 Cede & Co. Class A-8 Cede & Co. Class FXP Cede & Co. Class P Cede & Co. Class FXS Cede & Co. Class S Cede & Co. Class B-1 Cede & Co. Class B-2 Cede & Co. Class B-3 Cede & Co. There is no established public 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 in 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 and 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 Securitization, Inc. By: /s/ Richard Tarnas Vice President The First National Bank of Chicago Date March 26, 1997 INDEX OF EXHIBITS EXHIBIT 1 99.1 Annual Summary Statement EXHIBIT 2 99.2 Annual Statement as to Compliance. EXHIBIT 3 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 Financial Asset Securitization, Inc. Mortgage Participation Securities Series 1997 NAMC2 Summary of Aggregate Amounts or End of Year Amounts Ending Pool Balance 194,079,105.40 Principal Collections 23,987,844.25 Interest Collections 8,894,369.73 Realized Losses 0.00 Servicer Fees 266,809.83 Ending Balance Principal Interest Class FXA-1 $12,334,245.33 $9,253,536.67 $604,153.63 Class FXA-2 $1,733,625.00 $0.00 $69,345.00 Class FXA-3 $15,761,954.00 $0.00 $575,311.32 Class FXA-4 $16,448,000.00 $0.00 $608,575.98 Class FXA-5 $4,545,000.00 $0.00 $174,982.50 Class FXA-6 $6,223,000.00 $0.00 $241,141.26 Class FXA-7 $1,400,000.00 $0.00 $55,999.98 Class FXA-8 $19,000,236.69 $5,320,783.31 $1,102,538.54 Class FXA-9 $7,272,000.00 $0.00 $263,610.00 Class FXA-10 $9,042,000.00 $0.00 $327,772.50 Class FXA-11 $2,178,000.00 $0.00 $78,952.50 Class A-1 $40,017,952.40 $6,678,686.60 $1,611,390.84 Class A-2 $7,241,000.00 $0.00 $262,486.26 Class A-3 $2,173,000.00 $0.00 $84,203.76 Class A-4 $1,650,290.00 $0.00 $63,948.72 Class A-5 $18,902,955.30 $2,671,474.70 $930,448.76 Class A-6 $7,912,000.00 $0.00 $276,919.98 Class A-7 $2,283,000.00 $0.00 $79,905.00 Class A-8 $6,858,000.00 $0.00 $240,030.00 Class FXP (1) $200,761.36 $2,034.64 n/a Class P (1) $708,986.56 $9,106.44 n/a Class FXS (2) $7,544,001.55 n/a $336,730.51 Class S (2) $2,289,554.08 n/a $102,093.55 Class B-1 $7,060,045.63 $27,129.37 $278,911.30 Class B-2 $2,715,401.63 $10,434.37 $107,273.55 Class B-3 $1,520,624.74 $5,843.26 $60,073.19 (1) Principal-Only Security (2) Interest-Only Security EXHIBIT 99.2 -- Servicer's Annual Statement of Compliance EXHIBIT 99.3 -- Report of Independent Auditors To be supplied upon receipt by the Trustee