ITEM 1. BUSINESS
Stepan Company and its subsidiaries (the "company") produce specialty and intermediate chemicals which are sold to other manufacturers and then made into a variety of end products. The company sells three groups of products: surfactants, polymers and specialty products. Surfactants refer to chemical agents which affect the interaction between two surfaces; they can provide actions such as detergency (i.e., the ability of water to remove soil from another surface), wetting and foaming, dispersing, emulsification (aiding two dissimilar liquids to mix), demulsification and viscosity modifications. Surfactants are the basic cleaning agent in detergents for washing clothes, dishes, carpets, fine fabrics, floors and walls. Surfactants are also used for the same purpose in shampoos and conditioners, toothpastes, cosmetics and other personal care products. Commercial and industrial applications include emulsifiers for agricultural insecticides and herbicides, emulsion polymers such as floor polishes and latex foams and coatings, wetting and foaming agents for wallboard manufacturing and surfactants for enhanced oil recovery. Polymers refer to intermediate chemicals including phthalic anhydride, polyols and urethane foam systems used in plastics, building materials and refrigeration industries. Specialty products consist of flavor and pharmaceutical intermediates, fine chemicals, esters, synthetic lubricants and other specialty products.
In 1993, Stepan Company entered into a 50 percent joint venture with Coldequim, S.A. called Stepan Colombiana de Quimicos, Ltda in Colombia, South America. Under the agreement, Stepan Colombiana manufactures selected surfactants and markets the company's complete line of surfactants in the Andean Pact countries of Colombia, Venezuela, Peru, Bolivia and Ecuador.
In 1994, Stepan Company entered into a 50 percent joint venture with United Coconut Chemicals, Inc. and United Coconut Planters International in the Philippines. The venture, called Stepan Philippines, Inc., manufactures selected surfactants for sale in the Philippines and Asia/Pacific markets commencing in 1996.
In April 1996, the company acquired a sulfonation plant from Shell Group in Cologne, Germany. This plant, organized as a German subsidiary, will allow the company to serve European customers with a wide range of sulfate and sulfonate products used in household, personal care, individual, institutional and agricultural markets.
MARKETING AND COMPETITION
Principal markets for all products are manufacturers of cleaning or washing compounds (including detergents, shampoos, toothpastes and household cleaners), paints, cosmetics, food and beverages, agricultural insecticides and herbicides, plastics, furniture, building materials and automotive and refrigeration equipment. Sales of the company tend not to be seasonal.
The company does not sell directly to the retail market, but sells to a wide range of manufacturers in many industries and has many competitors. The principal methods of competition are product performance, price and adaptability to the specific needs of individual customers. These factors allow the company to compete on a basis other than solely price, reducing the severity of competition as experienced in the sales of commodity chemicals having identical performance characteristics. The company is a leading merchant producer of surfactants in the United States. In the case of surfactants, much of the company's competition comes from the internal divisions of larger companies, as well as several large national and regional producers. In the manufacture of polymers, the company competes with the chemical divisions of several large companies, as well as with other small specialty chemical manufacturers. In recent years, the company has also faced periodic competition from foreign imports of phthalic anhydride. In specialty products, the company competes with several large firms plus numerous small companies. The company does not expect any significant changes in the competitive environment in the foreseeable future.
MAJOR CUSTOMER AND BACKLOG
The company does not have any one single customer whose business represents more than 10% of the company's consolidated revenue. Most of the company's business is essentially on the "spot delivery basis" and does not involve a significant backlog. The company does have some contract arrangements with certain customers, but purchases are generally contingent on purchaser requirements.
ENERGY SOURCES
Substantially all of the company's manufacturing plants operate on electricity and interruptable gas purchased from local utilities. During peak heating demand periods, gas service to all plants may be temporarily interrupted for varying periods ranging from a few days to several months. The plants operate on fuel oil during these gas interruption periods. The company has not experienced any plant shutdowns or adverse effects upon its business in recent years that were caused by a lack of available energy sources.
RAW MATERIALS
The most important raw materials used by the company are of a petroleum or vegetable nature. For 1997, the company has commitments from suppliers to cover its forecasted requirements and is not substantially dependent upon any one supplier.
RESEARCH AND ENVIRONMENT
The company maintains an active research and development program to assist in the discovery and commercialization of new knowledge with the intent that such effort will be useful in developing a new product or in bringing about a significant improvement to an existing product or process. Total expenses for research and development during 1996, 1995 and 1994 were $12,469,000, $12,425,000 and $12,281,000, respectively. During 1996 and 1995, the research and development staff consisted of 179 and 175 employees, respectively. The balance of expenses reflected on the Consolidated Statements of Income relates to technical services which include routine product testing, quality control and sales support service.
ENVIRONMENTAL COMPLIANCE
Compliance with applicable federal, state and local regulations regarding the discharge of materials into the environment, or otherwise relating to the protection of the environment, resulted in capital expenditures by the company of approximately $6,015,000 during 1996. Such capital expenditures in 1997 should approximate $4.0 million. These expenditures represented approximately 13% of the company's capital expenditures in 1996 and are expected to be 11% of such expenditures in 1997. These expenditures, when incurred, are depreciated and charged on a straight-line basis to pre-tax earnings over their respective useful lives which are typically 10 years. Compliance with such regulations is not expected to have a material adverse effect on the company's earnings and competitive position in the foreseeable future.
EMPLOYMENT
At December 31, 1996 and 1995, the company employed worldwide 1,270 and 1,267 persons, respectively.
FOREIGN OPERATIONS
See Note 13, Geographic Data, on page 31 of the company's 1996 Annual Report to Stockholders.
PRODUCT GROUPS
The manufacture of specialty and intermediate chemicals constitutes the company's only industry segment. The company's three groups of products and their contribution to sales for the three years ended December 31, 1996, were:
ITEM 2.

ITEM 2. PROPERTIES
The company's corporate headquarters and central research laboratories are located in Northfield, Illinois. The Northfield facilities contain approximately 70,000 square feet on an 8 acre site. In addition, the company leases 49,000 square feet of office space in a nearby office complex.
The Canadian sales office is located in Mississagua, Canada and is approximately 2,300 square feet of leased space. Stepan Mexico maintains a leased sales office in Mexico City, Mexico.
Surfactants are produced at four plants in the United States and four wholly owned subsidiaries: one in France, Canada, Mexico and Germany. The principal plant is located on a 626 acre site at Millsdale (Joliet), Illinois. A second plant is located on a 39 acre tract in Fieldsboro, New Jersey. West Coast operations are conducted on an 8 acre site in Anaheim, California. A fourth plant is located on a 162 acre site in Winder, Georgia. The plant, laboratory and office of Stepan Europe are located on a 20 acre site near Grenoble, France. Stepan Canada, Inc. is located on a 70 acre leased, with an option to purchase, site in Longford Mills, Ontario, Canada. Stepan Mexico is located on a 13 acre site in Matamoros, Mexico. The newly acquired Stepan Germany is located on a five acre site in Cologne, Germany. The phthalic anhydride, polyurethane systems and polyurethane polyols plants are also located at Millsdale. Specialty products are mainly produced at a plant located on a 19 acre site in Maywood, New Jersey.
The company owns all of the foregoing facilities except the leased office space and Canadian plant site mentioned above. The company believes these properties are adequate for its operations.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
A reference is made to the Company's Report Form 10-Q for the quarter ended September 30, 1993 and the Company's Report Form 10-Q for the quarter ended September 30, 1996 and Report Form 10-K for the year ended December 31, 1995 relating to the Biddle Sawyer site located in Keyport New Jersey (Biddle Sawyer Corporation v. American Cyanamid Company, U.S. District Court of New Jersey CA-93-1063). On February 24, 1997, the Company entered into a settlement agreement with Biddle Sawyer for an undisclosed sum but which sum the Company does not believe is material. The settlement includes cross dismissals with prejudice by Biddle Sawyer against the Company and other defendants and the Company against Biddle Sawyer as well as other defendants.
Reference is made to the Company's Report Form 10-K for the year ended December 31, 1992 and Report Form 10-Q for the quarter ended September 30, 1995 and September 30, 1996 and Report form 10-K for the year ended December 31, 1995 and Report Form 10-Q for the quarter ended June 30, 1996 relating to the insurance recovery case brought by the company against various insurers to recover the cost for remediation at various sites (Stepan v. Admiral et.al.). The Company has now reached an agreement for settlement of its claim against all insurers in this action with the exception of one insurer. The case against this one insurer is scheduled to go to trial December, 1997 with a back-up trial date in July, 1997. At the present time, the Company anticipates that it will be going to trial on this action in July, 1997 unless it reaches a settlement agreement with the last remaining defendant. In addition to which, as the Company noticed previously, the Company is pursuing its action in New Jersey against the remaining insurer in this case for sites that were excluded in the Illinois action but for which the Company believes that proper venue and jurisdiction lies in New Jersey.
Reference is made to the Company's Report Form 10-Q for the quarter ended September 30, 1993, September 30, 1994, September 30, 1995, September 30, 1996 and Report Form 10-K for the year ended December 31, 1995 regarding the D'Imperio site and particularly U.S. v. Jerome Lightman (92CV4710)(JBS). As reported previously, this case is proceeding to trial, most likely in the third quarter of 1997. The Company cannot at this time predict the outcome of this case but believes it has defenses to all of the Government's and other PRPs' allegations.
Reference is made to the Company's Report Form 10-K for the years ended December 31, 1991, 1992, 1994, and 1995 and Report Form 10-Q for the quarters ended September 30, 1993, September 30, 1995 and September 30, 1996 regarding the Company's Maywood site. The Company has submitted a plan to perform remedial investigation of a pile of leather scraps appearing at this site. Other than this, no remediation has occurred at this site and the Company anticipates that the Record of Decision will be issued in the third or fourth quarter of 1997. The Company estimates that the cost for this leather scrap remediation will be non-material.
ITEM 4.

ITEM 4. RESULTS OF VOTES OF SECURITY HOLDERS
No matters were submitted to stockholders during the fourth quarter of the fiscal year ended December 31, 1996.
EXECUTIVE OFFICERS OF THE REGISTRANT
Executive Officers are elected annually by the Board of Directors at the first meeting following the Annual Meeting of Stockholders to serve until the next annual meeting of the Board and until their respective successors are duly elected and qualified.
Effective February 20, 1997, F. Quinn Stepan, Jr., was appointed Vice President and General Manager--Surfactants. He was previously Vice President-- Global Laundry and Cleaning Products as of May, 1996 and Director--Business Management as of May, 1992. Charles W. Given, formerly Vice President and General Manager--Surfactants since April, 1992, was appointed Vice President-- Corporate Development.
Effective May 22, 1995, Jeffrey W. Bartlett, formerly Vice President, General Counsel and Corporate Secretary, was appointed Vice President, General Counsel, Regulatory Affairs and Corporate Secretary. Effective January 1, 1995, James A. Hartlage, who was formerly the Senior Vice President-- Technology, was appointed Senior Vice President--Technology and Operations. In addition, during 1995 he assumed Administrative responsibilities. Effective January 1, 1995, Earl H. Wagener, formerly Vice President--Product Development, was appointed Vice President--Research and Development. All other executive officers have remained in their current capacity for over five years.
The Executive Officers of the company, their ages as of February 28, 1997, and certain other information are as follows:
PART II
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
(a) The company's common stock is listed and traded on both the New York Stock Exchange and the Chicago Stock Exchange. See page 33 of the company's 1996 Annual Report to Stockholders for market price information which is incorporated by reference herein.
The company's 5 1/2 percent convertible preferred stock is listed and traded on the New York Stock Exchange and the Chicago Stock Exchange. See Note 7 on page 28 of the company's 1996 Annual Report to Stockholders for the description of the preferred stockholders' rights which is incorporated by reference herein.
From time to time the company purchases shares of its common stock in the open market and in block transactions from dealers for the purpose of funding option grants under its stock option plans and deferred compensation plans for directors and officers.
(b) On February 28, 1997, there were 1,658 holders of common stock of the company.
(c) See page 33 of the company's 1996 Annual Report to Stockholders for dividend information which is incorporated by reference herein. Also see Note 4 on page 26 of the company's 1996 Annual Report to Stockholders which sets forth the restrictive covenants covering dividends.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
See page 32 of the company's 1996 Annual Report to Stockholders for a five year summary of selected financial information which is incorporated by reference herein.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
See pages 14 through 18 of the company's 1996 Annual Report to Stockholders which is incorporated by reference herein.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See pages 19 through 31 of the company's 1996 Annual Report to Stockholders for the company's consolidated financial statements, notes to the consolidated financial statements and auditors' report which are incorporated by reference herein.
See page 33 of the company's 1996 Annual Report to Stockholders for selected quarterly financial data which is incorporated by reference herein.
ITEM 9.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Directors
See pages 3 through 5 of the company's Proxy Statement dated March 28, 1997, for the Annual Meeting of Stockholders which are incorporated by reference herein.
(b) Executive Officers
See Executive Officers of the Registrant in Part I above.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
See pages 6 and 7 of the company's Proxy Statement dated March 28, 1997, for the Annual Meeting of the Stockholders which are incorporated by reference herein.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See Pages 1 through 6 of the company's Proxy Statement dated March 28, 1997, for the Annual Meeting of Stockholders which are incorporated by reference herein.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) & (d) Financial Statements and Schedules
See the Index to the Consolidated Financial Statements and Supplemental Schedule filed herewith.
(b) Reports on Form 8-K
A report on Form 8-K was filed on June 6, 1996, regarding settlement of a lawsuit.
(c) Exhibits
See Exhibit Index filed herewith.
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.
STEPAN COMPANY
By:Jeffrey W. Bartlett Vice President, General Counsel, Regulatory Affairs and Corporate Secretary March 25, 1997
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
JEFFREY W. BARTLETT, PURSUANT TO POWERS OF ATTORNEY EXECUTED BY EACH OF THE DIRECTORS AND OFFICERS LISTED ABOVE, DOES HEREBY EXECUTE THIS REPORT ON BEHALF OF EACH OF SUCH DIRECTORS AND OFFICERS IN THE CAPACITY IN WHICH THE NAME OF EACH APPEARS ABOVE.
JEFFREY W. BARTLETT March 25, 1997
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
A copy of Stepan Company's Annual Report to Stockholders for the year ended December 31, 1996, has been filed as an exhibit to this Annual Report on Form 10-K. Pages 19 through 31 of such Annual Report to Stockholders contain the Consolidated Balance Sheets as of December 31, 1996 and 1995, the Consolidated Statements of Income, Stockholders' Equity and Cash Flows and Notes to Consolidated Financial Statements for the three years ended December 31, 1996, 1995 and 1994, and the Auditors' Report covering the aforementioned financial statements. These consolidated financial statements and the Auditors' Report thereon are incorporated herein by reference.
Supplemental Schedule II--Allowance for Doubtful Accounts--to Consolidated Financial Statements, which is required to comply with regulation S-X, and the Auditors' report on such Supplemental Schedule are included on pages 8 and 9 of this Form 10-K.
Certain supplemental schedules are not submitted because they are not applicable or not required, or because the required information is included in the financial statements or notes thereto.
STEPAN COMPANY
SUPPLEMENTAL SCHEDULE TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1996 AS REQUIRED TO COMPLY WITH REGULATION S-X
SCHEDULE II--ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Below is an analysis of the allowance for doubtful accounts for the three years ended December 31:
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SUPPLEMENTAL SCHEDULE
To Stepan Company:
We have audited in accordance with generally accepted auditing standards, the financial statements included in Stepan Company's Annual Report to Stockholders incorporated by reference in this Form 10-K, and have issued our report thereon dated February 11, 1997. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The supplemental schedule listed in the index of financial statements is the responsibility of the company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Chicago, Illinois, February 11, 1997
EXHIBIT INDEX
NOTES TO EXHIBIT INDEX


ITEM 1. BUSINESS
Not applicable in reliance on the Relief Letters.
ITEM 2.

ITEM 2. PROPERTIES
Not applicable in reliance on the Relief Letters.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
There were no material pending legal proceedings relating to the Trust Fund to which any of the Trust Fund, the Trustee, the Servicer or the Company was a party or of which any of their respective properties was the subject during the fiscal year covered by this Report, nor is the Company aware of any such proceedings contemplated by governmental authorities.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of Certificateholders, and no Certificateholder consent was solicited during the fiscal year covered by this Report.
PART II
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) There is no established public trading market for the Certificates.
(b) At December 31, 1996, there were eleven holders of record of the Certificates.
(c) Not applicable. (Information as to distributions to Certificateholders is provided in the Registrant's monthly reports to Certificateholders.)
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
Not applicable in reliance on the Relief Letters.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Not applicable in reliance on the Relief Letters.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable in reliance on the Relief Letters.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not applicable in reliance on the Relief Letters.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
Not applicable. See the Relief Letter.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Not applicable in reliance on the Relief Letters.
(b) Not applicable in reliance on the Relief Letters.
(c) Not applicable in reliance on the Relief Letters.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Not applicable in reliance on the Relief Letters.
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Pursuant to the Pooling and Servicing Agreement, the Servicer is required to deliver an annual statement as to compliance with the provisions of the Pooling and Servicing Agreement and certain other matters (the "Annual Statement of the Servicer"). The Servicer is also required to cause a
firm of independent public accountants to deliver an annual report as to compliance with the servicing provisions of the Pooling and Servicing Agreement (the "Annual Report of the Firm of Accountants"). The Annual Statement of the Servicer is included as Exhibit 99.1 to this Report. The Annual Report of the Firm of Accountants is required to be delivered not later than 120 days after the end of the Servicer's fiscal year. The Registrant hereby undertakes to file the Annual Report of the Firm of Accountants as an Exhibit to a Form 10-K/A amending this Form 10-K promptly 		 following the date on which such report becomes available.
(2) Not applicable.
(3) The required exhibits are as follows:
Exhibit 3(i): Copy of Company's Certificate of Incorporation (Filed as an Exhibit to Registration Statement on Form S-3 (File No. 33-99018)).
Exhibit 3(ii): Copy of Company's By-laws (Filed as an Exhibit to Registration Statement on Form S-3 (File No. 33-99018)).
Exhibit 4: Pooling and Servicing Agreement (Filed as part of the Registrant's Current Report on Form 8-K dated August 23, 1996).
Exhibit 99.1: Annual Statement of the Servicer.
(b) Current Reports on Form 8-K filed during the quarter ending December 31, 1996:
Date Items Reported --- --------------
March 31, 1997 Certificateholders Report
(c) See subparagraph (a)(3) above.
(d) Not applicable. See the Relief Letters.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No such annual report, proxy statement, form of proxy or other soliciting material has been sent to Certificateholders. See the Relief Letters.
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 CORP., CITYSCAPE HOME EQUITY LOAN PASS-THROUGH CERTIFICATES, SERIES 1996-3
By: Harris Trust and Savings Bank as Trustee*
By: /s/ Marian Onischak ------------------------------- Name: Marian Onischak Title:
Date: March 27, 1997
- --------------------
* This Report is being filed by the Trustee on behalf of the Trust Fund. The Trust Fund does not have any officers or directors.
EXHIBIT INDEX
Sequential Exhibit Document Page Number - ----- ------ ---------
3(i) Company's Certificate of Incorporation (Filed as an Exhibit to Registration Statement on Form S-3 (File No. 33-99018)) . . . . . . . . . . . . . . . . . . . . . . . . *
3(ii) Company's By-laws (Filed as an Exhibit to Registration Statement on Form S-3 (File No. 33- 99018)) . . . . . . . . . . . . . . . . . . . . . . . . . . . *
4 Pooling and Servicing Agreement (Filed as part of the Company's Current Report on Form 8-K dated August 23, 1996) . . . *
99.1 Annual Statement of the Servicer . . . . . . . . . . . . . . . 9
- --------------------
* Incorporated herein by reference.
EXHIBIT 99.1
CITYSCAPE CORP.
OFFICERS' CERTIFICATE ANNUAL STATEMENT OF THE SERVICER
FINANCIAL ASSET SECURITIES CORP. CITYSCAPE HOME EQUITY LOAN PASS-THROUGH CERTIFICATES, SERIES 1996-3
The undersigned do hereby certify that she is an officer of Cityscape Corp. (the "Servicer") and do hereby further certify pursuant to Section 3.19 of the Pooling and Servicing Agreement for the above-captioned Series (the "Agreement") that:
(i) A review of the activities of the Servicer during the preceding fiscal year and of the performance of the Servicer under the Agreement has been made under our supervision; and
(ii) To the best of my knowledge, based on such review, the Servicer has 	fulfilled all its obligations under the Agreement throughout such 	year.
/s/Cheryl Carl Dated:March 27, 1997 - ------------------------- ---------------- Cheryl Carl Senior Vice President