SOUTHERN PACIFIC SECURED ASSETS CORP
8-K, 1997-06-19
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 Exchange Act of 1934


Date of Report:  June 17, 1997
(Date of earliest event reported)



                      Southern Pacific Secured Assets Corp.
             (Exact name of registrant as specified in its charter)


California                           333-26215                  33-0659688
- - ----------                           ---------                  ----------
(State or Other Juris-             (Commission             (I.R.S. Employer
diction of Incorporation)          File Number)          Identification No.)
                             

          One Centerpointe Drive, Suite 500, Lake Oswego, Oregon 97035
          ------------------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)


        Registrant's telephone number, including area code:(503) 684-4700







<PAGE>


                                       -2-

Item 5.           OTHER EVENTS.

                  On June 19, 1997, the Registrant will cause the issuance and
         sale of approximately $375,000,000 initial principal amount of Mortgage
         Loan Asset-Backed Pass-Through Certificates, Series 1997-2, Class A-1,
         Class A-2, Class A-3, Class A-4, Class A-5, Class A-IO, Class M-1A,
         Class M-1F, Class M-2A, Class M-2F, Class B-1A, Class B-1F, Class S-1A,
         Class S-1F, Class R-I, Class R-II and Class R-III (collectively, the
         "Certificates") pursuant to a Pooling and Servicing Agreement to be
         dated as of June 1, 1997, among the Registrant, Advanta Mortgage Corp.
         USA, as master servicer, and Norwest Bank Minnesota, N.A., as trustee.

                  In connection with the sale of the Series 1997-2, Class A-1,
         Class A-2, Class A- 3, Class A-4, Class A-5, Class A-IO, Class M-1A,
         Class M-1F, Class M-2A, Class M- 2F, Class B-1A and Class B-1F
         Certificates (collectively, the "Underwritten Certificates"), the
         Registrant has been advised by Donaldson, Lufkin & Jenrette Securities
         Corporation, Morgan Stanley & Co. Incorporated and Greenwich Capital
         Markets, Inc. (together the "Underwriters"), that the Underwriters have
         furnished to prospective investors certain yield tables and other
         computational materials (the "Computational Materials") with respect to
         the Underwritten Certificates following the effective date of
         Registration Statement No. 333-26215, which Computational Materials are
         being filed as exhibits to this report.

                  The Computational Materials have been provided by the
         Underwriters. The information in the Computational Materials is
         preliminary and may be superseded by the Prospectus Supplement relating
         to the Certificates and by any other information subsequently filed
         with the Securities and Exchange Commission.

                  The Computational Materials were prepared by the Underwriters
         at the request of certain prospective investors, based on assumptions
         provided by, and satisfying the special requirements of, such
         prospective investors. The Computational Materials may be based on
         assumptions that differ from the assumptions set forth in the
         Prospectus Supplement. The Computational Materials may not include, and
         do not purport to include, information based on assumptions
         representing a complete set of possible scenarios. Accordingly, the
         Computational Materials may not be relevant to or appropriate for
         investors other than those specifically requesting them.

                  In addition, the actual characteristics and performance of the
         mortgage loans underlying the Underwritten Certificates (the "Mortgage
         Loans") may differ from the assumptions used in the Computational
         Materials, which are hypothetical in nature and which were provided to
         certain investors only to give a general sense of how the yield,
         average life, duration, expected maturity, interest rate sensitivity
         and cash flow characteristics of a particular class of Underwritten
         Certificates might vary under varying

<PAGE>


                                       -3-

         prepayment and other scenarios. Any difference between such assumptions
         and the actual characteristics and performance of the Mortgage Loans
         will affect the actual yield, average life, duration, expected
         maturity, interest rate sensitivity and cash flow characteristics of
         the Underwritten Certificates.


Item 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND 
                  EXHIBITS


         (a)      FINANCIAL STATEMENTS.

                  Not applicable.

         (b)      PRO FORMA FINANCIAL INFORMATION.

                  Not applicable.

         (c)      EXHIBITS



                          ITEM 601(A) OF
                          REGULATION S-K
EXHIBIT NO.               EXHIBIT NO.                         DESCRIPTION

      1                         99                   Computational Materials





<PAGE>


                                       -4-

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


                                      SOUTHERN PACIFIC SECURED ASSETS
                                      CORP.

                                      By:    /s/ James L. Smith
                                         ---------------------------
                                      Name:      James L. Smith
                                      Title:     Director




Dated: June 17, 1997


<PAGE>


                                       -5-

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


                                      SOUTHERN PACIFIC SECURED ASSETS
                                      CORP.
                                  
                                      By:
                                         ---------------------------
                                      Name:       James L. Smith
                                      Title:         Director
                                 



Dated: June 17, 1997

<PAGE>



                                  EXHIBIT INDEX


                Item 601 (a) of        Sequentially
Exhibit         Regulation S-K         Numbered
Number          Exhibit No.            Description                     Page
- - ------          -----------            -----------                     ----

1                    99                Computational Materials          P






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