STRUCTURED ASSET SECURITIES CORPORATION
8-K, 1996-10-22
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 Exchange Act of 1934, as amended


       Date of Report (Date of earliest event reported): October 18, 1996


                     STRUCTURED ASSET SECURITIES CORPORATION

        (as depositor under the Pooling and Servicing Agreement, dated as
          of October 1, 1996, providing for the issuance of Multiclass
                    Pass-Through Certificates, Series 1996-C2


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


      Delaware                         33-96378               74-2440850
      --------                         --------               ----------
(State or Other Jurisdiction         (Commission          (I.R.S. Employer
of Incorporation)                    File Number)         Identification Number)

200 Vesey Street
New York, New York                                                 10285
- ----------------------------                                    -----------
(Address of Principal                                            (Zip Code)
Executive Offices)

Registrant's telephone number, including area code:  (212) 526-5594
                                                     --------------



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<PAGE>


                                       -2-

         Item 5.           OTHER EVENTS.

                  On October 30, 1996, the Registrant expects to cause the
         issuance and sale of Multiclass Pass-Through Certificates, Series
         1996-C2 (the "Certificates") pursuant to a Trust Agreement, to be dated
         as of October 1, 1996, among the Registrant, GMAC Commercial Mortgage
         Corporation as master servicer, CRIIMI MAE Services Limited Partnership
         as special servicer, LaSalle National Bank as trustee and ABN AMRO Bank
         N.V. as fiscal agent.

                  In connection with the expected sale of the Certificates,
         Lehman Brothers Inc. (the "Underwriter") has advised the Registrant
         that it has furnished to prospective investors certain yield tables and
         other computational materials (the "Computational Materials") with
         respect to the Certificates following the effective date of
         Registration Statement No. 33-96378, which Computational Materials are
         being filed as exhibits to this report.

                  The Computational Materials have been provided by the
         Underwriter. The information in the Computational Materials is
         preliminary and may be superseded by the Prospectus Supplement relating
         to the Certificates and by any other information subsequently filed
         with the Securities and Exchange Commission.

                  The Computational Materials were prepared by the Underwriter
         at the request of certain prospective investors, based on assumptions
         provided by, and satisfying the special requirements of, such
         prospective investors. The Computational Materials may be based on
         assumptions that differ from the assumptions set forth in the
         Prospectus Supplement. The Computational Materials may not include, and
         do not purport to include, information based on assumptions
         representing a complete set of possible scenarios. Accordingly, the
         Computational Materials may not be relevant to or appropriate for
         investors other than those specifically requesting them.

                  In addition, the actual characteristics and performance of the
         mortgage loans underlying the Certificates (the "Mortgage Loans") may
         differ from the assumptions used in the Computational Materials, which
         are hypothetical in nature and which were provided to certain investors
         only to give a general sense of how the yield, average life, duration,
         expected maturity, interest rate sensitivity and cash flow
         characteristics of a particular class of Certificates might vary under
         varying prepayment and other scenarios. Any difference between such
         assumptions and the actual characteristics and performance of the
         Mortgage Loans will affect the actual yield, average life, duration,
         expected maturity, interest rate sensitivity and cash flow
         characteristics of the Certificates.




<PAGE>


                                       -3-

Item 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND 
                  EXHIBITS


         (a)      FINANCIAL STATEMENTS.

                  Not applicable.

         (b)      PRO FORMA FINANCIAL INFORMATION.

                  Not applicable.

         (c)      EXHIBITS


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


                  1                     99               Computational Materials





<PAGE>



                                   SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                    STRUCTURED ASSET SECURITIES
                                    CORPORATION



                                    By: /s/  Wayne C. Olson
                                        ----------------------------------
                                    Name:  Wayne C. Olson
                                    Title: Managing Director
                                           and Authorized Signatory


Dated:  October 18, 1996

<PAGE>

                                  EXHIBIT INDEX


                   Item 601 (a) of                                  Sequentially
   Exhibit         Regulation S-K                                   Numbered
   Number          Exhibit No.          Description                 Page
   ------          -----------          -----------                 ----

      1                 99              Computational Materials     P



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