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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 21, 1997
Structured Asset Securities Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 33-99598 742440850
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
200 Vesey Street
New York, New York 10285
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(Address of Principal (Zip Code)
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 February 3, 1997
on its audits of the consolidated financial statements of MBIA Insurance
Corporation and Subsidiaries, in the Prospectus (as defined herein) relating
to Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1997-4, Class 1-A1, Class 1-A2, Class 1-AP, Class 1-AX,
Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class
2-A7, Class 2-A8, Class 2-A9, Class 2-AP, Class 2-AX, Class 1-B1, Class 2-B1,
Class B2, Class B3, Class R1 and Class R2 Certificates (the "Certificates").
The Certificates are offered pursuant to a prospectus supplement, dated
November 21, 1997 (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 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/ Joseph J. Kelly
________________________________________
Name: Joseph J. Kelly
Title: Vice President
Dated: December 15, 1997
EXHIBIT INDEX
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Exhibit No. Description Page No.
___________ ___________ ________
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 the Prospectus Supplement
dated November 21, 1997 (to Prospectus dated May 21, 1996) of Structured
Asset Securities Corporation relating to Mortgage Pass-Through Certificates,
Series 1997-4 of our report dated February 3, 1997, on our audits of the
consolidated financial statements of MBIA Insurance Corporation and
Subsidiaries as of December 31, 1996 and 1995 and for each of the three years
in the period ended December 31, 1996. We also consent to the reference to
our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
New York, New York
December 12, 1997
