STRUCTURED ASSET SEC CORP MORT PASS THR CERT SERIES 1997-4
8-K, 1998-02-03
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 AND EXCHANGE ACT OF 1934


               Date of Report (Date of earliest event reported)
                               January 28, 1998


                    Structured Asset Securities Corporation       
          -------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)



        Delaware                     33-99598                  74-2440850  
    --------------------------      ----------                ------------
(State or Other Jurisdiction       (Commission           (I.R.S. Employer
          of Incorporation)        File Number)        Identification No.)


             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


                                   No Change                                
          -------------------------------------------------------------
        (Former Name or Former Address, if Changed Since Last Report)

     Item 5.  Other Events./F1/

     Filed concurrently  herewith under  Form SE  are certain  materials (the
"Computational   Materials") furnished  to the Registrant  by Lehman Brothers
Inc.   (the  "Underwriter")  in   respect  of  Structured   Asset  Securities
Corporation Mortgage Pass-Through Certificates, Series 1998-2, Class A, Class
M-1, Class  M-2, Class B,  Class  X  and Class R  Certificates (the "Certifi-
cates").  The  Certificates  are being  offered  pursuant  to a  Prospectus
Supplement,  dated  January  28,  1998,  and  a   Prospectus,  dated  May 21,
1996  (together, the "Prospectus"), which are being filed with the Commission
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Act").  The Certificates have  been registered pursuant  to the Act under
a Registration Statement on  Form S-3  (No. 33-99598) (the  "Registration
Statement").   The Computational Materials  are incorporated  by reference
in the  Registration Statement.

     The Computational Materials were prepared solely by the Underwriter, and
the  Registrant did  not prepare  or  participate (other  than providing  the
background  information concerning the  underlying pool of  assets upon which
the Computational Materials are based  to the Underwriter) in the preparation
of the Computational Materials.


     Any statements or  information contained in the  Computational Materials
shall be deemed to  be modified or superseded for purposes  of the Prospectus
and the Registration Statement by  statements or information contained in the
Prospectus.




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/F1/ Capitalized terms used but  not otherwise defined herein shall have  the
same meanings ascribed to them in the Prospectus.  


          Item 7.  Financial Statements; Pro Forma Financial Information  and
Exhibits.

     (a)  Not applicable.

     (b)  Not applicable.

     (c)  Exhibits:

               99.1      Computational Materials. (P)


                                  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/ Stanley Labinowski                     
                               ----------------------------
                                    Name: Stanley Labinowski
                                    Title: Vice President




Dated: January 28, 1998


                                EXHIBIT INDEX



Exhibit No.                   Description                   Page No.


99.1                     Computational Materials           P


                 EXHIBIT 99.1     COMPUTATIONAL MATERIALS (P)

                    (To be filed on Form SE pursuant to a
                        continuing hardship exemption)


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