ASSET SECUR COR COMM MORT PASS TH CERT SER 1996 D2
8-K/A, 1996-10-01
ASSET-BACKED SECURITIES
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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                FORM 8-K/A

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

Date of Report:     September 20, 1996
(Date of earliest event reported)


                     Asset Securitization Corporation
          (Exact Name of registrant as specified in its charter)


 Delaware                       33-49370     13-3672337          
(State or Other Juris-        (Commission    (I.R.S. Employer
diction of Incorporation)     File Number)   Identification Number)


Two World Financial Center, Building B, New York, New York  10281
(Address of Principal Executive Office)                (Zip Code)


Registrant's telephone number, including area code: 212-667-9300                



                                                                           
                                     
                  This Document contains exactly 4 Pages.
                      The Exhibit Index is on Page 4.
<PAGE>


ITEM 5.   OTHER EVENTS

           This Current Report on Form 8-K/A relates to the Trust
Fund formed, and the Commercial Mortgage Pass-Through Certificates
Series 1996-D2 issued pursuant to a Pooling and Servicing
Agreement, dated as of March 1, 1996 (the "Pooling and Servicing
Agreement"), by and among Asset Securitization Corporation (the
"Company"), as depositor, Pacific Mutual Life Insurance Company, as
servicer and special servicer, LaSalle National Bank, as trustee
and ABN AMRO Bank N.V., as fiscal agent.

          Capitalized terms used herein and not defined herein have
the same meanings ascribed to such terms in the Pooling and
Servicing Agreement.

          Pursuant to Section 3.22 of the Pooling and Servicing
Agreement, Servicer is filing this Current Report containing the
September 16, 1996 monthly distribution report prepared by the
Trustee pursuant to Section 4.02(a) thereof.

          This Current Report is being filed by the Servicer, in
its capacity as such under the Pooling and Servicing Agreement, on
behalf of the Registrant.  The information reported and contained
herein has been supplied to the Servicer by one or more of the
Borrowers or other third parties without independent review or
investigation by the Servicer.  Pursuant to the Pooling and
Servicing Agreement, the Servicer is not responsible for the
accuracy or completeness of such information.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.

          (c)  Exhibits
                         Item 601(a) of
                         Regulation S-K
          Exhibit No.    Exhibit No.         Description

          5.1            99                  Monthly distribution
                                             report pursuant to
                                             Section 4.02(a) dated
                                             September 16, 1996




<PAGE>




     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
behalf of the Registrant by the undersigned thereunto duly
authorized.

Date: September 30, 1996           PACIFIC MUTUAL LIFE INSURANCE
                                   COMPANY, IN ITS CAPACITY AS
                                   SERVICER UNDER THE POOLING AND
                                   SERVICING AGREEMENT ON BEHALF OF
                                   ASSET SECURITIZATION
                                   CORPORATION, REGISTRANT


                                   By:  /s/ M. A. Curran
                                        M. A. Curran
                                        Vice President

                                   By:  /s/ C. S. Dillion
                                        C. S. Dillion
                                        Assistant Secretary

<PAGE>

                               EXHIBIT INDEX
          
                    Item 601(a) of
                    Regulation S-K
Exhibit No.         Exhibit No.         Description

5.1                 99                  Monthly distribution
                                        report purusant to
                                        Section 4.02(a) dated
                                        September 16, 1996


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