content: 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:     November 22, 1996
  (Date of earliest event reported)
  
  
                       Asset Securitization Corporation
            (Exact Name of registrant as specified in its charter)
  
  
   Delaware                       33-49370     13-3672337          
  (State or Other Juris-        (Commission    (I.R.S. Employer
  diction of Incorporation)     File Number)   Identification Number)
  
  
  Two World Financial Center, Building B, New York, New York  10281
  (Address of Principal Executive Office)                (Zip Code)
  
  
  Registrant's telephone number, including area code: 212-667-9300                
                                       
                    This Document contains exactly 4 Pages.
                        The Exhibit Index is on Page 4.
  
  <PAGE>
  
  ITEM 5.   OTHER EVENTS
  
             This Current Report on Form 8-K relates to the Trust
  Fund formed, and the Commercial Mortgage Pass-Through Certificates
  Series 1996-D2 issued pursuant to a Pooling and Servicing
  Agreement, dated as of March 1, 1996 (the "Pooling and Servicing
  Agreement"), by and among Asset Securitization Corporation (the
  "Company"), as depositor, Pacific Mutual Life Insurance Company, as
  servicer and special servicer, LaSalle National Bank, as trustee
  and ABN AMRO Bank N.V., as fiscal agent.
  
            Capitalized terms used herein and not defined herein have
  the same meanings ascribed to such terms in the Pooling and
  Servicing Agreement.
  
            Pursuant to Section 3.22 of the Pooling and Servicing
  Agreement, Servicer is filing this Current Report containing the
  November 14, 1996 monthly distribution report prepared by the
  Trustee pursuant to Section 4.02(a) thereof and 2nd quarter 1996 quarterly 
  collateral summary.
  
            This Current Report is being filed by the Servicer, in
  its capacity as such under the Pooling and Servicing Agreement, on
  behalf of the Registrant.  The information reported and contained
  herein has been supplied to the Servicer by one or more of the
  Borrowers or other third parties without independent review or
  investigation by the Servicer.  Pursuant to the Pooling and
  Servicing Agreement, the Servicer is not responsible for the
  accuracy or completeness of such information.
  
  ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
  AND EXHIBITS.
  
            (c)  Exhibits
                           Item 601(a) of
                           Regulation S-K
            Exhibit No.    Exhibit No.         Description
  
            5.1            99                  Monthly distribution
                                               report pursuant to
                                               Section 4.02(a) dated
                                               November 14, 1996
  
            5.2            99                  Quarterly collateral summary for
                                               2nd quarter 1996
  
  
  
  <PAGE>
  
  
  
  
       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.
  
  Date: November 22, 1996            PACIFIC MUTUAL LIFE INSURANCE                
                                     COMPANY, IN ITS CAPACITY AS
                                     SERVICER UNDER THE POOLING AND
                                     SERVICING AGREEMENT ON BEHALF OF
                                     ASSET SECURITIZATION
                                     CORPORATION, REGISTRANT
  
  
                                     By:  /s/ M. A. Curran
                                          Vice President
  
                                     By:  /s/ C.S. Dillion
                                          Assistant Secretary
  
  <PAGE>
  
                                 EXHIBIT INDEX
            
                      Item 601(a) of
                      Regulation S-K
  Exhibit No.         Exhibit No.         Description
  
  5.1                 99                  Monthly distribution
                                          report pursuant to
                                          Section 4.02(a) dated
                                          November 14, 1996
  
  5.2                 99                  Quarterly collateral summary 
                                          for 2nd quarter 1996
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4544}]
metadata_filer: {"company-data": {"conformed-name": "ASSET SECUR COR COMM MORT PASS TH CERT SER 1996 D2", "cik": "0001012457", "assigned-sic": "6189", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-99502-01", "film-number": "96673661"}, "business-address": {"street1": "2 WORLD FINANCIAL CENTER", "street2": "BLDG B 21ST FL", "city": "NEW YORK", "state": "NY", "zip": "10281", "phone": "2126671653"}}
text: 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:     November 22, 1996
  (Date of earliest event reported)
  
                       Asset Securitization Corporation
            (Exact Name of registrant as specified in its charter)
  
   Delaware                       33-49370     13-3672337          
  (State or Other Juris-        (Commission    (I.R.S. Employer
  diction of Incorporation)     File Number)   Identification Number)
  
  Two World Financial Center, Building B, New York, New York  10281
  (Address of Principal Executive Office)                (Zip Code)
  
  Registrant's telephone number, including area code: 212-667-9300                
                                       
                    This Document contains exactly 4 Pages.
                        The Exhibit Index is on Page 4.
  ITEM 5.   OTHER EVENTS
  
             This Current Report on Form 8-K relates to the Trust
  Fund formed, and the Commercial Mortgage Pass-Through Certificates
  Series 1996-D2 issued pursuant to a Pooling and Servicing
  Agreement, dated as of March 1, 1996 (the "Pooling and Servicing
  Agreement"), by and among Asset Securitization Corporation (the
  "Company"), as depositor, Pacific Mutual Life Insurance Company, as
  servicer and special servicer, LaSalle National Bank, as trustee
  and ABN AMRO Bank N.V., as fiscal agent.
  
            Capitalized terms used herein and not defined herein have
  the same meanings ascribed to such terms in the Pooling and
  Servicing Agreement.
  
            Pursuant to Section 3.22 of the Pooling and Servicing
  Agreement, Servicer is filing this Current Report containing the
  November 14, 1996 monthly distribution report prepared by the
  Trustee pursuant to Section 4.02(a) thereof and 2nd quarter 1996 quarterly 
  collateral summary.
  
            This Current Report is being filed by the Servicer, in
  its capacity as such under the Pooling and Servicing Agreement, on
  behalf of the Registrant.  The information reported and contained
  herein has been supplied to the Servicer by one or more of the
  Borrowers or other third parties without independent review or
  investigation by the Servicer.  Pursuant to the Pooling and
  Servicing Agreement, the Servicer is not responsible for the
  accuracy or completeness of such information.
  
  ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
  AND EXHIBITS.
  
            (c)  Exhibits
                           Item 601(a) of
                           Regulation S-K
            Exhibit No.    Exhibit No.         Description
  
            5.1            99                  Monthly distribution
                                               report pursuant to
                                               Section 4.02(a) dated
                                               November 14, 1996
  
            5.2            99                  Quarterly collateral summary for
                                               2nd quarter 1996
  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.
  
  Date: November 22, 1996            PACIFIC MUTUAL LIFE INSURANCE                
                                     COMPANY, IN ITS CAPACITY AS
                                     SERVICER UNDER THE POOLING AND
                                     SERVICING AGREEMENT ON BEHALF OF
                                     ASSET SECURITIZATION
                                     CORPORATION, REGISTRANT
  
                                     By:  /s/ M. A. Curran
                                          Vice President
  
                                     By:  /s/ C.S. Dillion
                                          Assistant Secretary
  EXHIBIT INDEX
            
                      Item 601(a) of
                      Regulation S-K
  Exhibit No.         Exhibit No.         Description
  
  5.1                 99                  Monthly distribution
                                          report pursuant to
                                          Section 4.02(a) dated
                                          November 14, 1996
  
  5.2                 99                  Quarterly collateral summary 
                                          for 2nd quarter 1996