UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~October~~July 286, ~~2005~~2006

FIELDSTONE MORTGAGE INVESTMENT CORPORATION (as depositor under aan Amended and Restated Trust Agreement, dated as of ~~November~~July 16, ~~2005~~2006, providing for, inter alia, the issuance of Fieldstone Mortgage Investment Trust, Series ~~2005~~2006-32 Mortgage-Backed Notes)

Fieldstone Mortgage Investment Corporation

(Exact name of registrant as specified in its charter)

Maryland	333-~~125910~~132444	20-2972688
State of Incorporation	(Commission File Number)	(I.R.S. Employer Identification No.)

11000 Broken Land Parkway, Suite 600, Columbia, Maryland	21044
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (866) 365-3642 ~~(Former name or former address, if changed since last report)~~

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

Item 8.01.

Other Events

~~Collateral~~Hunton ~~Term~~& ~~Sheets~~Williams LLP has been retained by this Registrant as counsel for its Shelf Registration Statement on Form S-3 (Registration No. 333-132444) in connection with various transactions. Legal opinions of Hunton & Williams LLP relating to the issuance of Fieldstone Mortgage Investment Trust, Series 2006-2 Mortgage-Backed Notes to be incorporated into the Registration Statement are attached hereto as Exhibit 5.1, Exhibit 8.1 and Exhibit 23.1.

~~Fieldstone~~Item ~~Mortgage~~9.01. ~~Investment~~Financial ~~Corporation (the “Registrant”) anticipates that it will issue a series of notes entitled Fieldstone Mortgage Investment Trust Series 2005-3 Mortgage-Backed Notes (the “Notes”)~~Statements, toPro beForma ~~issued~~Financial ~~pursuant~~Information ~~to an indenture, dated as of November 1, 2005, among Fieldstone Mortgage Investment Trust, Series 2005-3, as issuer,~~ and HSBC Bank USA, National Association, as indenture trustee. The Notes will be collateralized by a trust estate (the “Trust Estate”) consisting primarily of a security interest in certain mortgage loans (the “Mortgages”).Exhibits

~~Credit~~(a) ~~Suisse~~Not ~~First~~applicable ~~Boston LLC~~ (~~the “Lead Underwriter”~~b) ~~has~~Not ~~advised~~applicable ~~the~~(c) Registrant that it has furnished to certain prospective purchasers of Notes certain materials, herein referred to as “Collateral Term Sheets,” in written form, which Collateral Term Sheets are in the nature of data tables and term sheet information relating to the Mortgages or other assets of the Trust Estate. Exhibits:

The Collateral Term Sheets have been provided by the Lead Underwriter. The information in the Collateral Term Sheets is preliminary and will be supplemented by a prospectus supplement relating to the Notes and by any other information subsequently filed with the Securities and Exchange Commission.

Exhibit No.	Description
5.1	Opinion of Hunton & Williams LLP as to legality (including consent)
8.1	Opinion of Hunton & Williams LLP as to certain tax matters (included in Exhibit 5.1)
23.1	Consent of Hunton & Williams LLP (included in Exhibit 5.1)

The Collateral Term Sheets were prepared by the Lead Underwriter at the request of certain prospective investors. The Collateral Term Sheets may be based on information that differs from the information set forth in the related prospectus supplement.

Item 9.01.	Financial Statements, Pro Forma Financial Information and Exhibits
	(a)	Not applicable
	(b)	Not applicable
	(c)	Exhibits:

Exhibit No.	Description
99.1	Collateral Term Sheets (as defined in Item 8.01) that have been provided by Credit Suisse First Boston LLC to certain prospective purchasers of Fieldstone Mortgage Investment Trust Series 2005-3 Mortgage-Backed Notes.

SIGNATURES

Pursuant to the requirements 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.

FIELDSTONE MORTGAGE INVESTMENT CORPORATION

(Registrant)

By: /s/ John C. Kendall

Name: John C. Kendall

Title: Director and President

Dated: ~~October~~July 286, ~~2005~~2006

EXHIBIT INDEX

Exhibit Number	Item 601(a) of Regulation S-K Exhibit No.	Description	Sequentially Numbered Page
1	995.1	~~Collateral~~Opinion ~~Term~~of ~~Sheets~~Hunton ~~(as~~& ~~defined~~Williams inLLP ~~Item~~as ~~8.01) that have been provided by Credit Suisse First Boston LLC~~ to ~~certain~~legality ~~prospective~~(including ~~purchasers of Fieldstone Mortgage Investment Trust Series 2005-3 Mortgage-Backed Notes.~~consent)
2	8.1	Opinion of Hunton & Williams LLP as to certain tax matters (included in Exhibit 5.1)
3	23.1	Consent of Hunton & Williams LLP (included in Exhibit 5.1)

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