STRUCTURED ASSET SEC CORP SERIES 1998-2
8-K, 1998-02-05
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)
                               February 3, 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/
         ------------
 
Documents Incorporated By Reference

     The consolidated financial statements of Ambac Assurance Corporation and
its subsidiaries as of December  31, 1996 and December 31, 1995, and  for the
three-year period ended December 31 1996,  included in the Current Report  on
Form 8-K  of AMBAC  Inc. (which was  filed with  the Securities  and Exchange
Commission on  March 12, 1997)  and the consolidated financial  statements of
Ambac Assurance  Corporation and its  subsidiaries as of September  30, 1997,
and for the periods ended September 30, 1997 and September 30, 1996, included
in the Quarterly Report  on Form 10-Q of Ambac Financial  Group, Inc. for the
period ended  September 30,  1997 (which  was filed  with the Securities  and
Exchange  Commission  on  November  14,  1997)  are  hereby  incorporated  by
reference in  (i)  this Current  Report on  Form 8-K;  (ii) the  registration
statement (No. 33-99598) of the  Registrant (the "Prospectus"); and (iii) the
Prospectus Supplement dated  February 3, 1998 of Structured  Asset Securities
Corporation Mortgage  Pass-Through Certificates,  Series 1998-1,  relating to
the Class  A1, Class A2,  Class R1  and Class R2  Certificates, and shall  be
deemed to be part hereof and thereof.

- --------------------
     /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 Kelly
                                   ---------------------------
                                    Name:  Joseph Kelly
                                    Title:  Vice President




Dated:  February 5, 1998





                               EXHIBIT INDEX
                               -------------



Exhibit No.                   Description                   Page No.
- -----------                   -----------                   --------

23                    Consent of Experts and Counsel             6









                EXHIBIT 23     CONSENT OF EXPERTS AND COUNSEL






                        INDEPENDENT AUDITORS' CONSENT



The Board of Directors
Ambac Assurance Corporation:

We consent  to the incorporation  by reference in the  registration statement
(No. 33-99598)  on Form S-3  of Structured Asset Securities  Corporation (the
"Registrant")  and  in  the  Prospectus   Supplement  Series  1998-1  of  the
Registrant  (the  "Prospectus  Supplement"),  included  in Form  8-K  of  the
Registrant dated February  5, 1998, of our  report dated January 27,  1998 on
the  consolidated  financial  statements   of  Ambac  Assurance   Corporation
(formerly AMBAC  Indemnity Corporation) as of December 31, 1996 and 1995, and
for each of the years in the three-year period ended December 31, 1996, which
report appears  in the  Form 8-K  of Ambac  Financial Group,  Inc., (formerly
AMBAC Inc.) dated March  12, 1997 and to the reference to  our firm under the
heading "Experts" in the Prospectus Supplement.



                                        /s/ KPMG Peat Marwick LLP

                                        KPMG Peat Marwick LLP


New York, New York
February 5, 1998



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