UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 33-49370-06
Asset Securitization Corporation
(Exact name of registrant as specified in its charter)
Two World Financial Center, Building B, 21st Floor, New
York, New York 10281-1198 (212) 667-9300
(Address, including zip code, and telephone number including
area code, of registrant's principal executive offices)
Asset Securitization Corporation Commercial Mortgage Pass-
Through Certificates Series 1997-D5, Class A-1A, Class A-1B,
Class A-2, Class A-3, Class A-4, Class A-5
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty
to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the
appropriate rule provision(s) relied upon to terminate or
suspend the duty to file reports:
Rule 12g-4(a)(1)(i) Rule 12h-3(b)(1)(i)
Rule 12g-4(a)(1)(ii) Rule 12h-3(b)(1)(ii)
Rule 12g-4(a)(2)(i) Rule 12h-3(b)(2)(i)
Rule 12g-4(a)(2)(ii) Rule 12h-39b)(2)(ii)
Rule 15d-6 x
Approximate number of holders of record as of the
certification or notice date: 1 of record (72 beneficial holders)
Pursuant to the requirements of the Securities Exchange
Act of 1934 Asset Securitization Corporation has caused this
certification/notice to be signed on its behalf by the
undersigned duly authorized person.
AMRESCO Services, L.P., as agent
and attorney-in-fact for
Date: January 26, 1999 : Asset Securitization Corporation
By:______________________________________________
Daniel B. Kirby, Senior Vice President
By:______________________________________________
John W. Benson, Assistant Secretary
Instruction: This form is required by Rules 12g-4, 12h-3
and 15d-6 in the General Rules and Regulations under the
Securities Exchange Act of 1934. The registrant shall file
with the Commission these copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of
the registrant, by counsel or by any other duly authorized
person. The name and title of the person signing the form
shall be typed or printed under the signature.
