ASSET SECURITIZATION CORP SERIES 1997-D5
8-K, 1997-10-29
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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:  October 27, 1997
(Date of earliest event reported)


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

    Delaware                  33-49370-06                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 an exhibit to this Current  Report are certain  materials  (the
"Computational  Materials")  furnished to Asset Securitization  Corporation (the
"Registrant") by Nomura Securities International,  Inc. (the "Underwriter"),  in
respect  of the  Registrant's  Commercial  Mortgage  Pass-Through  Certificates,
Series 1997-D5 (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

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


<PAGE>

     Pursuant to the  requirements of the Securities 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:  October 27, 1997



<PAGE>
<PAGE>



0185271.01

                                  Exhibit Index



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

P                    99                     Computational Materials



<PAGE>



                                                                       EXHIBIT 1

                                                         Computational Materials


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