SOUTHERN PACIFIC SECURED ASSETS CORP SERIES 1996-4
10-K/A, 1997-07-09
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1


(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, 1996

|   |   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission File No.:  333-15473-01

                  Southern Pacific Secured Assets Corporation,
    Mortgage Loan Asset-Backed Pass-Through Certificates, Series 1996-4 Trust
             (Exact name of registrant as specified in its charter)

New York (governing law of pooling and servicing agreement)
State or other jurisdiction of incorporation or organization)

52-2011594
(I.R.S. Employer Identification No.)

c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD                                     21044
(Address of principal executive                 (Zip Code)
offices)

Registrant's telephone number, including area code (410) 884-2000

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  Exchange  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.

Yes    X                No



This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual Report
on Form 10-K (the "Original Form 10-K") filed on March 26, 1997, by Norwest Bank
Minnesota, N.A. (the "Reporting Person"), on behalf of Southern  Pacific Secured
Assests  Corporation,  Mortgage  Loan  Asset-Backed  Pass-Through  Certificates,
Series 1996-4  Trust (the "Trust"),  established   pursuant  to  a  Pooling  and
Servicing Agreement (the "Pooling & Servicing Agreement") among Southern Pacific
Secured  Assets  Corp., as  The Company, (the "Company"), Advanta Mortgage Corp.
USA,  as Master  Servicer, (the "Master  Servicer"), and Norwest Bank Minnesota,
N.A., as  Trustee,  (the "Trustee"),  pursuant  to  which  the  Southern Pacific
Secured   Assests   Corporation,   Mortgage   Loan   Asset-Backed   Pass-Through
Certificates,  Series 1996-4 Trust, certificates registered under the Securities
Act of 1933 (the "Certificates") were issued. Item 14 of the  Original Form 10-K
 is amended to read in its entirety as follows:

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

     (a)  Exhibits

          99.1 Annual Report of  Independent  Public  Accountants'  as to master
               servicing activities or servicing activities as applicable:

                   (a)  Advanta Mortgage Corp. USA, as Servicer<F1>

          99.2 Management Assertion Letter:

                   (a)  Advanta Mortgage Corp. USA, as Servicer<F1>

          99.3 Annual  Statements  of  Compliance  with  obligations  under  the
               Pooling Agreement or servicing agreement, as applicable, of:

                   (a)  Advanta Mortgage Corp. USA, as Servicer<F1>

          99.4 Aggregate Statement of Financial Information.

               Monthly distributions to certificateholders commenced in  January
               1997.  As  of  December  31,  1996,  no  information  not already
               disclosed  in  the  Prospectus  Supplement  was  available  to be
               included in this report on Form 10-K.

     (b)  No reports on Form 8-K were filed during last quarter of the period 
          covered by this report.

     (c)  Omitted.

     (d)  Omitted.


<F1> Filed herewith.



                                    SIGNATURE

     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:


                  Southern Pacific Secured Assests Corporation,
    Mortgage Loan Asset-Backed Pass-Through Certificates, Series 1996-4 Trust


                       By: Norwest Bank Minnesota, N.A.,
                           as Trustee

                       By: /s/ Sherri J. Sharps
                       By: Sherri J. Sharps
                    Title: Vice President
                    Dated: June 24, 1997



                                  EXHIBIT INDEX

          Exhibit No.

          99.1 Annual Report of  Independent  Public  Accountants'  as to master
               servicing activities or servicing activities as applicable:

                   (a)  Advanta Mortgage Corp. USA, as Servicer<F1>

          99.2 Management Assertion Letter:

                   (a)  Advanta Mortgage Corp. USA, as Servicer<F1>

          99.3 Annual  Statements  of  Compliance  with  obligations  under  the
               Pooling Agreement or servicing agreement, as applicable, of:

                   (a)  Advanta Mortgage Corp. USA, as Servicer<F1>


<F1> Filed herewith.



                              ARTHUR ANDERSEN LLP



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To Advanta Mortgage Corp. USA:

We have examined  management's  assertion  about Advanta  Mortgage  Corp.  USA's
compliance  with the minimum  servicing  standards  identified  in the  Mortgage
Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE
BANKERS (USAP) and that Advanta  Mortgage Corp. USA had in effect  fidelity bond
coverage  in the  amount  of  $15  million  and  mortgage  contingent  liability
protection  coverage  in the  amount of $2  million as of and for the year ended
December 31, 1996 included in the accompanying management assertion.  Management
is responsible for Advanta  Mortgage Corp.  USA's  compliance with those minimum
servicing  standards and for maintaining  fidelity bond and mortgage  contingent
liability  protection  coverage  policies.  Our  responsibility is to express an
opinion on management's assertion about the entity's compliance with the minimum
servicing  standards and  maintenance  of fidelity bond and mortgage  contingent
liability protection coverage policies based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining, on  a  test  basis,  evidence  about  Advanta  Mortgage  Corp.  USA's
compliance  with the  minimum  servicing  standards  and  performing  such other
procedures as we considered necessary in the circumstances.  We believe that our
examination  provides a reasonable  basis for our opinion.  Our examination does
not provide a legal  determination  on Advanta  Mortgage Corp.  USA's compliance
with the minimum servicing standards.

In our opinion,  management's assertion that Advanta Mortgage Corp. USA complied
with the  aforementioned  minimum servicing  standards and that Advanta Mortgage
Corp. USA had in effect  fidelity bond coverage in the amount of $15 million and
mortgage contingent liability protection coverage in the amount of $2 million as
of and for the year ended  December 31, 1996 is fairly  stated,  in all material
respects.



/s/ Arthur Andersen LLP



Philadelphia, PA
January 21, 1997



ADVANTA                                                Advanta
                                                       Mortgage
                                                       500 Office Center Drive
                                                       Suite 400
                                                       Fort Washington, PA 19034
                                                       215-263-4200






       REPORT OF MANAGEMENT ON COMPLIANCE WITH MINIMUM SERVICING STANDARDS


As of and for the year ended December 31, 1996,  Advanta Mortgage Corp. USA has
complied with the minimum servicing  standards set forth in the Mortgage Bankers
Association  of  America's  UNIFORM  SINGLE  ATTESTATION  PROGRAM  FOR  MORTGAGE
BANKERS.  As of and for this same  period,  Advanta  Mortgage  Corp.  USA had in
effect  fidelity bond  coverage  in the  amount of $15  million  and  mortgage
contingent liability protection coverage in the amount of $2 million


/s/ William P. Garland                  /s/ James L. Shreero
William P. Garland                      James L. Shreero
Senior Vice President                   Vice President
Loan Servicing Officer                  Finance and Accounting






                                               Advanta Mortgage is a Division of
                                               Colonial National Bank USA
                                               (Logo)
                                               Equal Housing
                                               Lender





                       QUALITY SERVICE IS OUR ADVANTage.







ADVANTA                                                Advanta
                                                       Mortgage
                                                       P.O. Box 509011
                                                       San Diego, CA 92150-9011
March 27, 1997
                                                       16875 West Bernardo Drive
                                                       San Diego, CA 92127
                                                       (619) 674-1800
Norwest Bank Minnesota, N.A. (338)
Tim Knight
11000 Brokenland Parkway
Columbia, MD 21004-3562



RE: ANNUAL STATEMENT AS TO COMPLIANCE


Pursuant to that  certain LOAN  SERVICING  AGREEMENT  ("Agreement")  dated as of
DECEMBER 1, 1996, Southern Pacific Trust 1996-4. , I, William P. Garland, hereby
certify that (I) a review of the activities of the Servicer during the preceding
year  and  the  performance   under  this  Agreement  has  been  made  under  my
supervision,  and (II) to the best of my  knowledge,  based on such review,  the
Servicer has fulfilled all its obligations under this Agreement for such year.



Sincerely,


/s/ William P. Garland
William P. Garland
Sr. Vice President, Loan Service

WPG/cg


cc:     Mr. James L. Shreero
        Annette Aguirre, Esq.
        Mr. Mark Casale





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