EXHIBIT 99.1
                                
            SERVICER'S ANNUAL STATEMENT OF COMPLIANCE


March 13, 1998


LaSalle National Bank
135 South LaSalle Street
Suite 1740
Chicago, Illinois  60674-4107
Attention:  Asset Backed Securities Trust Services -- Nomura 1997-D5

Ladies & Gentlemen:

Reference is made to the Pooling and Servicing Agreement dated as
of  October 24, 1997, among Asset Securitization Corporation,  as
Depositor, AMRESCO Services, L.P., ("ASLP") as Servicer,  AMRESCO
Management,  Inc.  ("AMI") as Initial Special  Servicer,  LaSalle
National  Bank,  as Trustee, and ABN AMRO Bank, N.V.,  as  Fiscal
Agent,  entered  into  in  connection with  Asset  Securitization
Corporation Commercial Mortgage Pass-Through Certificates, Series
1997-D4 (the "PSA").

As  Senior  Vice President of ASLP, I have delegated to specified
officers  ("Officers")  the  responsibility  for  reviewing   and
monitoring  the activities of ASLP, and of our performance  under
the PSA.

Accordingly,  pursuant  to  Section  3.14  of  the  PSA  and   in
accordance  with  certifications  made  to  me  by  each  of  the
Officers, ASLP certifies the following:

(1)   A  review  of  the activities of ASLP for the  period  from
  October  24,  1997 to December 31, 1997, and of its performance
  under  this  PSA  has  been made under the supervision  of  the
  Officers, who have in turn been under my supervision;

(2)     To  the best of my knowledge and the Officers' knowledge,
  based  on  such  review, ASLP has fulfilled its obligations  as
  Servicer in all material respects under the PSA throughout  the
  period from October 24, 1997 to December 31, 1997;

(3)   No  sub-servicers, other than affiliates of ASLP, were used
  by  ASLP  with respect to its duties under the PSA  during  the
  period from October 24, 1997 to December 31, 1997; and
LaSalle National Bank


(4)   To  the  best of my knowledge and the Officers'  knowledge,
  ASLP has not received any notice regarding the qualification, or
  challenging the status, of the Series 1997-D5 Upper-Tier REMIC or
  Lower-Tier REMIC as a REMIC from the Internal Revenue Service or
  any other governmental agency or body.

Please  refer  to  the  enclosed independent accountants'  report
dated January 30, 1998, delivered pursuant to Section 3.15 of the
PSA,  which  discusses  the  results  of  their  review  of   our
activities  under  this PSA and which is incorporated  herein  by
reference.

Very truly yours,

/s/

Daniel B. Kirby
Senior Vice President
AMRESCO Services, L.P.

Enclosures

cc:  Asset Securitization Corporation
     2 World Financial Center
     Building B, 21st Floor
     New York, NY  10281-1198
     Attention:  Mr. Perry Gershon and
                 Ms. Sheryl McAfee
     
     Fitch Investors Service, L.P.
     One State Street Plaza
     New York, NY  10004
     Attention:  Commercial Mortgage Surveillance
     
     Moody's Investor Service, Inc.
     99 Church Street, 4th Floor
     New York, NY  10007
     Attention:  Commercial Mortgage Backed Securities Surveillance
     
LaSalle National Bank


Enclosures:

     Standard & Poor's Rating Service
     26 Broadway, 10th Floor
     New York, NY  10004
     Attention:  Commercial Mortgage Surveillance
     
     Cadwalader, Wickersham & Taft
     100 Maiden Lane
     New York, NY  10038
     Attention:  Anna H. Glick, Esq.