_____________________________________________________________________________
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)
May 21, 1996
Structured Asset Securities Corporation
______________________________________________________
(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 1996-2, Class A1,
Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class AP, Class B1,
Class B2, Class B3 and Class R Certificates (the "Certificates"). The
Certificates are offered pursuant to a prospectus supplement, dated May
21, 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").
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/F1/ Capitalized terms used but not otherwise defined herein shall have the
same meaning ascribed to them in the Prospectusa.
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: Vice President
Dated: May 23, 1996
EXHIBIT INDEX
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Exhibit No. Description Page No.
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23 Consent of Experts and Counsel
Exhibit 23 Consent of Experts and Counsel
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Prospectus Supplement
dated May 21, 1996 (to Prospectus dated May 21, 1996) of Structured Asset
Securities Corporation relating to Mortgage Pass-Through Certificates, Series
1996-2 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
May 21, 1996
