ASSET SECURITIZATION CORP COMM MORT PASS THR CER SER 1997-D4
8-K, 1997-04-01
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

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


Date of Report:  April 1, 1997
(Date of earliest event reported)


                        ASSET SECURITIZATION CORPORATION
             (Exact name of registrant as specified in its charter)

                         Delaware 33-49370-05 13-3672337
- --------------------------------------- ---------------------------------------

                  (State or Other (Commission (I.R.S. Employer
                Jurisdiction of File Number) Identification No.)
                                 Incorporation)



        Two World Financial Center, Building B, New York, New York 10281
- -------------------------------------------------------------------------------
                      Address of Principal Executive Office



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



<PAGE>



Item 5.       Other Events.

                  Attached  as  Exhibit 1 to this  Current  Report  are  certain
materials (the "Computational  Materials") furnished to the Registrant by Nomura
Securities International,  Inc. (the "Underwriter"),  the underwriter in respect
of  the  Registrant's  Commercial  Mortgage  Pass-Through  Certificates,  Series
1997-D4,  Class A-1A, Class A-1B, Class A-1C, Class A-1D, Class A-1E, Class A-2,
Class A-3,  Class A-4,  Class A-5,  Class A-6, Class A-7, Class A-8, Class A-CS1
and Class PS-1 (the "Certificates"). The Certificates are being offered pursuant
to a Prospectus and related Prospectus Supplement (together,  the "Prospectus"),
which  was  filed  with the  Commission  pursuant  to Rule  424(b)(5)  under the
Securities  Act of 1933,  as amended (the  "Act").  The  Certificates  have been
registered  pursuant to the Act under a Registration  Statement on Form S-3 (No.
33-99502) (the "Registration Statement"). The Registrant hereby incorporates the
Computational Materials by reference in the Registration Statement.

                  The  Computational  Materials  were  prepared  solely  by  the
Underwriter,   and  the  Registrant  did  not  prepare  or  participate  in  the
preparation of the Computational Materials.

                  Any statement or  information  contained in the  Computational
Materials  shall be deemed to be  modified  or  superseded  for  purposes of the
Prospectus and the Registration Statement by statements or information contained
in the Prospectus.

Item 7.       Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

Exhibit 1.      Computational Materials.



<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.

                                               ASSET SECURITIZATION CORPORATION


                                           By:             /s/ Perry Gershon
                                                               Perry Gershon
                                                               Vice President

Date:  April 1, 1997



<PAGE>



                                 Exhibit Index



                     Item 601(a)of
                     Regulation S-K
Exhibit No.          Exhibit No.            Description                  Page
1                    99                     Computational Materials      5


EXHIBIT 1


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