SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 1998

Commission File Number: 33-96378-02

Structured Asset SECURITIES CORPORATION issuer in respect of
Commercial Mortgage Pass-Through Certificates Series 1997-LL1
(Exact Name of registrant as specified in its charter)

Delaware      			74-2440850
(State or Other Juris-		(I.R.S. Employer
diction of Incorporation)     Identification No.)

200 Vesey Street, New York,  New York,  10285
(Address of Principal Executive Office)

212-526-7000
(Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(b) of the
Act:     None

Securities registered pursuant to Section 12(g) of the
Act:     None

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed  by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports),and (2) has been subject to such
filing requirements for the past 90 days.

Yes  X   No _

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in part
III of this Form 10-K or any amendment to this Form 10-K.

Not applicable.

Aggregate market value of voting stock held by non-affiliates of the
Registrant as of December 31, 1998.

Not applicable.

Number of shares of common stock outstanding as of December 31, 1998.

Not applicable.



 Table of Contents


PART I

Item 1. Business..................................................3

Item 2. Properties................................................3

Item 3. Legal Proceedings.........................................3

Item 4. Submission Of Matters To A Vote Of Security Holders.......3

PART II

Item 5. Market For Registrant's Common Equity And
Related Shareholder Matters.......................................3

Item 6. Selected Financial Data...................................3

Item 7. Management's Discussion And Analysis Of Financial Condition
And Results Of Operations...............................4

Item 8. Financial Statements And Supplementary Data...............4

Item 9. Changes In And Disagreements With Accountants On
Accounting And Financial Disclosure.....................4

PART III

Item 10. Directors And Executive Officers Of The Registrant.......4

Item 11. Executive Compensation...................................4

Item 12. Security Ownership Of Certain Beneficial Owners And
            Management......................................4

Item 13. Certain Relationships And Related Transactions...4

PART IV

Item 14. Exhibits, Financial Statement Schedules And Reports
On Form 8-K.....................................4

Signatures................................................4

Exhibit Index.............................................4

PART I

ITEM 1.         BUSINESS

This Annual Report on Form 10-K relates to the Trust Fund
formed, and the Commercial Mortgage Pass-Through Certificates,
Series 1998-C1 issued, pursuant to a Pooling and Servicing
Agreement, (the "Pooling and Servicing Agreement"), by and
among Structured Asset Securities Corporation as sponsor, GMAC Commercial
Mortgage Corporation, as master Servicer
and special servicer, LaSalle National Bank, as Trustee, and
ABN AMRO Bank N.V., as fiscal agent. The Certificates have
been registered pursuant to the Act under a Registration
Statement on Form S-3 (the "Registration Statement").

Capitalized terms used herein and not defined have the same
meanings ascribed to such terms in the Pooling and Servicing
Agreement.

This Annual Report is being filed by the Trustee, in its capacity
as such under the Pooling and Servicing Agreement, on behalf of
Registrant.  The information contained herein has been supplied
to the Trustee by one or more of the Borrowers or other third
parties without independent review or investigation by the
Trustee.  Pursuant to the Pooling and Servicing Agreement, the
Trustee is not responsible for the accuracy or completeness of
such information.

ITEM 2.         PROPERTIES

See Exhibits 99.1 and 99.2 hereto for Servicer's Annual
Statement of Compliance and Servicer s Independent Accountant's
Report on Servicer's servicing activities.

ITEM 3.         LEGAL PROCEEDINGS

Except for claims arising in the ordinary course of business and
which are covered by liability insurance, there are no material
pending legal proceedings involving the Trust Fund, the Mortgages
comprising the Trust Fund or the Trustee, the Special Servicer or
the Servicer with respect to or affecting their respective duties
under the Pooling and Servicing Agreement.

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

No matters were submitted to a vote of Certificateholders during
the fiscal year covered by this report.

PART II

ITEM 5.         MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                STOCKHOLDER MATTERS

There was one registered holder of the Certificate representing
an equity interest in the Trust as of December 31, 1997.  To the
Registrant's knowledge, as of that date, there was no principal
market in which the Certificates representing an equity interest
in the Trust were traded.

ITEM 6.         SELECTED FINANCIAL DATA

Not applicable.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF A FINANCIAL
   CONDITION AND RESULTS OF OPERATIONS.

Not applicable.

ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY  DATA

Not applicable.

ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

The information required by Items 10, 11, 12 and 13 is not
applicable as the trust fund does not have directors or
officers and Certificateholders have no right to vote (except
with respect to required consents to certain amendments to the
Pooling and Servicing Agreement and upon certain events of
default) or control the Trust Fund.

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
    ON FORM 8-K

(a)
1.  Servicer's Annual Statement of Compliance for the period
ended 12/31/98.
2.  Servicer's Independent Accountant's Report on Servicer's
servicing activities.

(b)  All current Reports on Form 8-K for the Trust have been
filed as of 12/31/98.

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its by the undersigned thereunto
duly authorized.


LASALLE NATIONAL BANK, IN
ITS CAPACITY AS TRUSTEE UNDER
THE POOLING AND SERVICING
AGREEMENT ON BEHALF OF
Structured Asset Securities Corporation
REGISTRANT


By: /s/ Russell Goldenberg
Name:  Russell Goldenberg
Title: Senior Vice President
Dated: March 30, 1999



EXHIBIT INDEX


Exhibit No.     Description

99.1  Servicer's Annual Statement of Compliance
99.2   Servicer's Independent Accountants' Report on
Servicer's servicing activities



Structured Asset Securities Corporation
Series 1997-LL1
Annual Statement as to Compliance
For the Year Ended December 31,1998

Pursuant to Section 3.14 of the Pooling and Servicing Agreement, I attest
that:

(i)	A review of the activities of GMAC Commercial Mortgage
Corporation as

Master Servicer during the period, and of its performance under this
Agreement, has been made under my supervision.

To the best of my knowledge, based on such review, GMAC Commercial Mortgage
Corporation as Master Servicer, has fulfilled in all material respects its
obligations under this Agreement throughout the period.

(iv)	GMAC Commercial Mortgage Corporation as Master Servicer has maintained
an effective internal control system over the servicing of mortgage loans.

(v)	GMAC Commercial Mortgage Corporation as Master Servicer has

received no notice regarding qualifications, or challenging the status, of
the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC from the
Internal Revenue Service or any other governmental agency or body.

A

BY: 	Diane M. Norberg
	Vice President
	GMAC Commercial Mortgage Corporation

Date:



Structured Asset Securities Corporation
Series 1997-LL1
Annual Statement as to Compliance
For Period of January 1 through December 31, 1998

Pursuant to section 3.14 of the Pooling and Servicing Agreement, I attest
that:

(i)	A review of the activities of GMAC Commercial Mortgage as Special
Servicer during the period, and of its performance under this Agreement, has
been made under my supervision.

(ii.)	To the best of my knowledge, based on such review, GMAC Commercial
Mortgage as Special Servicer, has fulfilled in all material respects its
obligations under this Agreement throughout the period.

(iv)	That GMAC Commercial Mortgage as Special Servicer has maintained an
effective internal control system over the servicing of mortgage loans.
However, during the period of January I through December 31, 1998, GMAC
Commercial Mortgage as Special Servicer did not service any Specially
Serviced Mortgaged Loans.

GMAC Commercial Mortgage as Special Servicer has received no notice regarding
 qualifications, or challenging the status, of the Upper-Tier REMIC or Lower-
Tier REMIC as a REMIC from the Internal Revenue Service or any other
governmental agency or body.

BY:
Aline Moulia
Vice President, GMAC Commercial Mortgage Corporation

Date:




PRICEWATERHOUSECOOPER

PricewaterhouseCoopers LLP 117 7 Avenue of the Americas New York NY 10036
Telephone (212) 596 8000 Facsimile (212) 596 8910


Report of Independent Accountants

February 24, 1999

To the Board of Directors and Shareholder of GMAC Commercial Holding Corp.

We have examined the accompanying management assertion, dated
February 24, 1999, about GMAC Commercial Holding Corp.'s (the
"Company") compliance with its established minimum master
servicing standards ("Master Servicing Policy") as of and for
the year ended December 31, 1998. Management is responsible for
the Company's compliance with the Master Servicing Policy. Our responsibility
 is to express an opinion on management's assertion
about the Company's compliance based on our examination.

Our examination was made in accordance with the standards established
by the American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about
 the Company's compliance with the Master Servicing Policy and performing
such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not provide
a legal deten-nination on the Company's compliance with the Master Servicing
Policy.

In our opinion, management's assertion that the Company complied
with the aforementioned Master Servicing Policy as of and for the
year ended December 3 1, 1998 is fairly stated, in all material respects.