ASSET SECURITIZATION CORP
8-K/A, 1999-03-23
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                       Securities and Exchange Act of 1934


Date of Report:  March 23, 1999
(Date of earliest event reported)


                        Asset Securitization Corporation
             (Exact name of registrant as specified in its charter)


         Delaware                   333-53859                 13-3672337
- --------------------------------------------------------------------------------
      (State or Other              (Commission             (I.R.S. Employer
       Jurisdiction                File Number)           Identification No.)
     of Incorporation)



        Two World Financial Center, Building B, New York, New York 10281
- --------------------------------------------------------------------------------
                      Address of Principal Executive Office



        Registrant's telephone number, including area code: (212) 667-9300



<PAGE>




Item 5.  Other Events.

            Attached as Exhibit 99.1 to this Current  Report  (which  amends and
restates the Current  Report filed under Form 8-K on March 22, 1999) are certain
materials  (the  "Computational  Materials")  furnished  to  the  Registrant  by
Goldman,  Sachs & Co.,  Lehman  Brothers Inc. and  Donaldson,  Lufkin & Jenrette
Securities  Corporation  (the  "Underwriters"),  certain of the  underwriters in
respect of the Registrant's Commercial Mortgage Asset Trust, Commercial Mortgage
Pass-Through Certificates, Series 1999-C1 (the "Certificates"). The Certificates
are being offered  pursuant to a Prospectus  and related  Prospectus  Supplement
(together,  the "Prospectus"),  which will be filed with the Commission pursuant
to Rule 424(b)(5) 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.  333-53859)  (the  "Registration  Statement").  The
Registrant hereby  incorporates the Computational  Materials by reference in the
Registration Statement.

            The Computational Materials was prepared solely by the Underwriters,
and the  Registrant  did not prepare or  participate  in the  preparation of the
Computational Materials.

            Any  statement  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.

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

(c)  Exhibits

      Exhibit No.                      Description
      -----------                      -----------
          99.1                   Computational Materials






<PAGE>




            Pursuant to the  requirements  of the  Securities  Act of 1934,  the
Registrant  has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.

                                                ASSET SECURITIZATION CORPORATION


                                                By: /s/  Marlyn Marincas   
                                                    -------------------------
                                                    Name:  Marlyn Marincas
                                                    Title:

Date:  March 23, 1999



<PAGE>




                                  Exhibit Index



  Exhibit No.               Description             Paper (P) or Electronic (E)
  -----------               -----------             ---------------------------
      99.1            Computational Materials                  P






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