ASSET SECURITIZATION CORP COM MOR PASS THR CER SER 1997 MD
8-K, 1997-03-24
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:  March 24, 1997
(Date of earliest event reported)


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

      Delaware              33-49370-03            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 Asset Securitization Corporation 
(the "Registrant") by Nomura Securities International, Inc. (the "Underwriter"),
the underwriter in respect of the Registrant's Commercial Mortgage Pass-Through 
Certificates, Series 1997-MDVII (the "Certificates").  The Certificates are 
being Offered pursuant to a Prospectus and related Prospectus Supplement 
(together, the "Prospectus"), which will be 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shall be deemed to be modified or superseded for purposes of the Prospectus and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/ Marlyn Marincas           
                               -----------------------------
                                   Marlyn Marincas
                                   Vice President

Date:  March 24, 1997



<PAGE>


                       Exhibit Index

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




<PAGE>

                                                  EXHIBIT 1


Filed on paper under cover of Form SE pursuant to an EDGAR continuing hardship 
exemption.




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