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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 (Date of earliest event reported)
November 20, 1996
Structured Asset Securities Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 33-99598 74-2440850
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
200 Vesey Street 10285
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New York, New York (Zip Code)
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(Address of Principal
Executive Offices)
Registrant's telephone number, including area code (212) 526-5594
No Change
___________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events./F1/
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Attached as Exhibit 23 to this Current Report is the consent of Coopers
& Lybrand LLP to the use of such firm's name under the caption "Experts," and
the incorporation by reference of such firm's report dated January 17, 1996
on its audits of the consolidated financial statements of Financial Security
Assurance Inc. and Subsidiaries, in the Prospectus (as defined herein)
relating to Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-6, Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4,
Class 1-A5, Class 1-AP, Class 1-AX, Class 2-A, Class 3-A1, Class 3-A2, Class
B1, Class 3-B1, Class B2, Class 3-B2, Class B3, Class 3-B3, Class R1 and
Class R2 Certificates (the "Certificates"). The Certificates are offered
pursuant to a prospectus supplement, dated November 20, 1996 (the "Prospectus
Supplement"), and a prospectus, dated May 21, 1996 (together with the
Prospectus Supplement, the "Prospectus"), which were filed with the
Commission pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the "Act"). The Certificates are registered pursuant to the Act
under a Registration Statement on Form S-3 (No. 33-99598) (the "Registration
Statement").
/F1/ Capitalized terms used but not otherwise defined herein shall have
the same meaning ascribed to them in the Prospectus.
Item 7. Financial Statements; Pro Forma Financial Information and
_________________________________________________________
Exhibits.
________
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23. Consent of Experts and Counsel
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Prue Larocca
___________________________________
Name: Prue Larocca
Title: Senior Vice President
Dated: November 22, 1996
EXHIBIT INDEX
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Exhibit No. Description Page No.
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23 Consent of Experts and Counsel 6
EXHIBIT 23 CONSENT OF EXPERTS AND COUNSEL
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Prospectus Supplement
dated November 20, 1996 (to Prospectus dated May 21, 1996) of Structured
Asset Securities Corporation relating to Mortgage Pass-Through Certificates,
Series 1996-6 of our report dated January 17, 1996 on our audits of the
consolidated financial statements of Financial Security Assurance Inc. and
Subsidiaries as of December 31, 1995 and 1994 and for each of the three years
in the period ended December 31, 1995. We also consent to the reference to
our Firm under the caption "Experts".
/s/ COOPERS & LYBRAND LLP
COOPERS & LYBRAND LLP
New York, New York
November 20, 1996
