6
                        UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
                          FORM 10-Q
     (Mark one)
                              
 [x]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
                              
       For the quarterly period ended August 31, 1995
                              
                             or
                              
 [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
                              
         For the transition period from ____ to ____
                              
              Commission File Number: 33-31337
                              
                              
           STRUCTURED ASSET SECURITIES CORPORATION
   (Exact name of registrant as specified in its charter)
                              
                              
Delaware                                                 74-
2440850
(State        or        other        jurisdiction         of
(I.R.S. Employer
incorporation                or                organization)
Identification No.)

200    Vesey    Street,   20th   Floor,   New    York,    NY
10285
(Address      of      principal      executive      offices)
(Zip Code)

                                212-526-5594
    (Registrant's telephone number, including area code)

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 ___

Registrant had 1,000 shares of common stock outstanding (all
owned  indirectly by Lehman Brothers Holdings  Inc.)  as  of
October 1, 1995.

THE  REGISTRANT  MEETS THE CONDITIONS SET FORTH  IN  GENERAL
INSTRUCTION  H(1)(a) AND (b) OF FORM 10-Q AND  THEREFORE  IS
FILING   THIS  FORM  WITH  THE  REDUCED  DISCLOSURE   FORMAT
CONTEMPLATED THEREBY.


                            INDEX
                              
           STRUCTURED ASSET SECURITIES CORPORATION

Cover
Index
    Page
PART I    FINANCIAL INFORMATION

               Item 1 - Financial Statements
2 - 10

               Item 2 - Management's Discussion and Analysis
of
                    Financial Condition and Liquidity and
Capital
                    Resources and Results of Operations
11 - 12

PART II   OTHER INFORMATION

               Item 1 - Legal Proceedings
13

               Item 2 - Changes in Securities
13

               Item 3 - Defaults Upon Senior Securities
13

               Item 4 - Submission of Matters to a Vote of
                    Security Holders
13

               Item 5 - Other Information
13

               Item 6 - Exhibits and Reports on Form 8-K
13


SIGNATURES
14






               PART I - FINANCIAL INFORMATION


ITEM I - FINANCIAL STATEMENTS


           STRUCTURED ASSET SECURITIES CORPORATION
                INDEX to FINANCIAL STATEMENTS
                              
                              
                         __________



Statements of Operations for the three months
     ended August 31, 1995 and 1994
3

Statements of Operations for the nine months ended
     August 31, 1995 and eight months ended
     August 31, 1994
4

Statements of Financial Condition as of
     August 31, 1995 and November 30, 1994
5

Statements of Cash Flows for the nine months ended
     August 31, 1995 and eight months ended
     August 31, 1994
6


Notes to Financial Statements
7 - 10
           STRUCTURED ASSET SECURITIES CORPORATION
                  STATEMENTS of OPERATIONS
                              
                         (Unaudited)


                                       Three months ended
                                   August 31,      August 31,
                                      1995            1994
                                                             
Revenues:                                                    
                                                             
    Trading                        $      4,2      $       3,
                                       53,378         159,444
                                                             
    Interest                        1,553,879       1,047,054
                                                             
                                    5,807,257       4,206,498
                                                             
Expenses:                                                    
                                                             
    Compensation                        7,500           7,500
                                                             
    General and administrative      1,453,666       1,054,753
                                                             
                                    1,461,166       1,062,253
                                                             
Income before income taxes          4,346,091       3,144,245
                                                             
    Income tax provision            2,001,374       1,447,925
                                                             
Net income                         $       2,      $      1,6
                                      344,717          96,320
                                                             

                              
             See notes to financial statements.

           STRUCTURED ASSET SECURITIES CORPORATION
                  STATEMENTS of OPERATIONS
                              
                         (Unaudited)


                                      Nine           Eight
                                     Months          Months
                                     ended           ended
                                   August 31,      August 31,
                                      1995            1994
                                                             
Revenues:                                                    
                                                             
    Trading                        $     9,79      $     8,29
                                        3,713           3,264
                                                             
    Interest                        6,136,687       4,830,503
                                                             
                                                             
                                   15,930,400      13,123,767
                                                             
                                                             
Expenses:                                                    
                                                             
    Compensation                       22,500          20,000
                                                             
    General and administrative      3,992,010       3,289,398
                                                             
                                                             
                                    4,014,510       3,309,398
                                                             
                                                             
Income before income taxes         11,915,890       9,814,369
                                                             
                                                             
    Income tax provision            5,487,266       4,519,517
                                                             
                                                             
Net income                         $       6,      $      5,2
                                      428,624          94,852
                                                             

                              
             See notes to financial statements.

           STRUCTURED ASSET SECURITIES CORPORATION
              STATEMENTS of FINANCIAL CONDITION

                           ASSETS


                                    August 31,     November
                                       1995        30, 1994
                                    (Unaudited         
                                        )
                                                            
Cash                                $       58             $
                                         9,843       111,735
Financial instruments owned, at     151,529,76    12,472,042
fair value                                   4
Receivables from brokers, dealers                           
and                                    569,551       785,775
   financial institutions
Receivables from affiliates            103,563     1,029,768
Due from others                      1,775,983     1,730,031
Investment in collateralized               170           170
mortgage obligation trusts
Deferred registration costs, net                            
of                                                          
   accumulated amortization of       1,708,569     2,052,855
$958,529
   and $580,145 in 1995 and 1994,
respectively
                                                            
                                    $     156,    $       18
                                       277,443      ,182,376


            LIABILITIES and STOCKHOLDER'S EQUITY

Liabilities:                                                
   Issuance expenses payable                 $             $
                                       210,653       421,027
   Payables to brokers, dealers                             
and                                    966,972       337,999
      financial institutions
   Payables to affiliates              677,640        12,198
   Income taxes payable to                   -     8,416,262
affiliate
   Other liabilities and accrued                           2
expenses                                     -         5,401
                                                            
                    Total               1,855,         9,212
liabilities                                265          ,887

Stockholder's equity:

   Common stock, $1 par value;                              
1,000 shares                             1,000         1,000
     authorized, issued and
outstanding
   Additional paid-in capital       140,962,93     1,938,870
                                             5
   Retained earnings                     13,45         7,029
                                         8,243          ,619
                                                            
                    Total            154,422,1        8,969,
stockholder's equity                        78           489
                                                            
                                    $     156,    $       18
                                       277,443      ,182,376


             See notes to financial statements.
           STRUCTURED ASSET SECURITIES CORPORATION
                  STATEMENTS of CASH FLOWS
                              
                         (Unaudited)


                                         Nine         Eight
                                        Months        Months
                                        ended         ended
                                       May 31,      August 31,
                                         1995          1994
Cash flows from operating                                     
activities:
                                                              
  Net income                          $    6,42     $  5,294,
                                          8,624           852
                                                             
  Adjustments to reconcile net                               
income to net cash
    provided by (used in) operating                          
activities:
      Amortization                      378,384       106,655
    Effect of changes in operating                           
assets and liabilities:
      Financial instruments owned,    (139,057,     69,328,36
at fair value                              722)             6
      Receivables from brokers,                              
dealers and financial                   216,224        748,917
        institutions                                          
      Receivables from affiliates       926,205     (121,795)
      Due from others                  (45,952)             -
      Deferred registration costs      (34,098)             -
      Issuance expenses payable       (210,374)     1,062,876
                                                             
      Payables to brokers, dealers      628,973       134,720
and financial institutions
      Payables to affiliates            665,442         9,691
      Income taxes payable to         (8,416,26     4,905,797
affiliate                                    2)              
      Other liabilities and accrued    (25,401)      (53,027)
expenses
                                                             
            Total adjustments         (144,974,     76,122,20
                                           581)             0
                                                             
            Net cash provided by      (138,545,     81,417,05
(used in) operating activities             957)             2
                                                             
Cash flows from financing                                    
activities:
  Capital contributions by parent     214,046,0     8,638,381
                                             82              
  Capital distributions to parent     (75,022,0     (89,870,2
                                            17)           10)
                                                             
            Cash provided by (used    139,024,0     (81,231,8
in) financing activities                     65           29)
                                                             
Net increase in cash                    478,108       185,223
                                                             
Cash at the beginning of the period     111,735         3,060
                                                             
            Cash at the end of the    $    589,     $       1
period                                      843        88,283


             See notes to financial statements.

1.   Organization:

     Structured Asset Securities Corporation (the "Company")  is  a
     limited-purpose  finance corporation.  All of the  outstanding
     capital  stock  is  owned  by  Lehman  Commercial  Paper  Inc.
     ("LCPI"),  an  indirect  wholly  owned  subsidiary  of  Lehman
     Brothers Holdings Inc. ("Holdings").
     
     The  Company's activities consist of the issuance and sale  of
     debt  securities  (the  "Bonds") collateralized  by  mortgages
     and/or  mortgage-backed securities or serving as the depositor
     for one or more trusts (the "Trust(s)") which will issue Pass-
     through  Certificates, representing an undivided  interest  in
     such mortgage collateral.
     
     The Company has filed registration statements on Form S-3 with
     the  Securities  and  Exchange Commission  (the  "Commission")
     which  permit the Company to issue, from time to  time,  Bonds
     and  Pass-through  Certificates in  principal  amount  not  to
     exceed  $5.7 billion.  The Company has also filed registration
     statements  on  Form  S-3  for  the  issuance  of  $6  billion
     principal  amount  of  Bonds.  During the  nine  months  ended
     August 31, 1995 the Company issued Structured Asset Securities
     Corporation Multiclass Pass-through Certificates, Series 1995-
     C1  totaling  approximately $394.3 million  principal  amount,
     Structured  Asset  Securities  Corporation   Multiclass  Pass-
     through  Certificates,  Series 1995-3  totaling  approximately
     $99.5  million  principal amount, Structured Asset  Securities
     Corporation Mortgage Pass-through Certificates, Series  1995-1
     totaling   approximately  $73.2  million   principal   amount,
     Structured  Asset  Securities  Corporation  Multiclass   Pass-
     Through  Certificates,  Series 1995-C3 totaling  approximately
     $322.8  million principal amount, Structured Asset  Securities
     Corporation Mortgage Pass-Through Certificates, Series 1995-2,
     Group  II,  totaling  approximately  $74.1  million  principal
     amount,  and Structured Asset Securities Corporation  Mortgage
     Pass-Through  Certificates, Series 1995-2, Group  I,  totaling
     approximately $174.2 million principal amount.  As  of  August
     31,   1995,  approximately  $5.4  billion  was  available  for
     issuance under the registration statements referred to above.
     
     The  Company  has  issued  Bonds and acted  as  depositor  for
     various  Trusts  which  have issued Pass-through  Certificates
     collateralized  by mortgages and/or mortgage securities.   The
     Company  has  surrendered to the Trusts  all  future  economic
     interests in the Bonds, Pass-through Certificates and  related
     collateral.   According  to the terms  of  the  various  Trust
     agreements, the security holders can look only to the  related
     collateral  for repayment of both principal and interest.   In
     accordance with generally accepted accounting principles,  the
     Bonds, Pass-through Certificates, and related collateral  have
     been  removed  from the accompanying Statements  of  Financial
     Condition.
     
     During the nine months ended August 31, 1995, LCPI contributed
     $214  million in capital to the Company, and the Company  made
     capital distributions to LCPI of $75 million.
     

2.   Summary of Significant Accounting Policies:
     
     Deferred registration costs:
     
     Deferred  registration costs relate to filing fees  and  other
     related  costs paid by the Company in connection with  filings
     for the registration of the securities which were or are to be
     issued   by   the  Company.   These  costs  are  deferred   in
     anticipation   of  future  revenues  upon  the   issuance   of
     securities   from   the  respective  shelf   that   has   been
     established.   Amortization of the costs  is  based  upon  the
     percentage  of issued securities to the respective shelf  from
     which the securities are issued and is included as a component
     of  net  trading  revenue  in the accompanying  Statements  of
     Operations.
     
     Financial instruments owned, at fair value:
     
     Financial instruments owned principally represent subordinated
     interests  in pools of mortgage loans.  Financial  instruments
     owned are valued at market or fair value, as appropriate, with
     the  related  profit  (loss) recorded  in  the  Statements  of
     Operations.  Market value is generally based on listed  market
     prices.  If listed market prices are not available, fair value
     is  determined  based  on  other relevant  factors,  including
     broker  or  dealer  price quotations,  and  valuation  pricing
     models  which  take  into account time  value  and  volatility
     factors underlying the financial instruments.
     
     All  securities transactions are recorded in the  accompanying
     financial statements on a trade date basis.
     
     Income taxes:
     
     The  Company  is  included  in the consolidated  U.S.  federal
     income tax return of Holdings and in combined state and  local
     returns  with  other  affiliates  of  Holdings.   The  Company
     computes  its income tax provision on a separate return  basis
     in  accordance  with  the terms of a tax allocation  agreement
     between  Holdings  and  its  subsidiaries.   The  income   tax
     provision  is  greater than that calculated  by  applying  the
     statutory federal income tax rate principally due to state and
     local taxes.

     
3.   Investment in Collateralized Mortgage Obligation Trusts:

     The investment consists of seventeen $10 deposits made with an
     owner  trustee  to  establish the Trusts pursuant  to  deposit
     trust agreements.

4.   Related Party Transactions:

     In   connection   with  the  Company's  activities,   mortgage
     collateral  is  purchased from and recorded at an  affiliate's
     carrying   value,  which  for  such  broker/dealer  affiliates
     represents market value.
     
     Certain  directors  and  officers  of  the  Company  are  also
     directors  and officers of Lehman Brothers Inc.,  LCPI  and/or
     other affiliates of the Company.
4.   Related Party Transactions (continued):
     
     Pursuant  to  a  management agreement (the  "Agreement"),  the
     Company  is  charged   a management fee for  various  services
     rendered on its behalf by LCPI.  The Agreement provides for an
     allocation of costs based upon the level of activity processed
     by  LCPI  on  behalf  of  the  Company.   Management  fees  of
     $3,992,010  for  the nine months ended August  31,  1995,  and
     $3,289,234  for  the eight months ended August  31,  1994  are
     included  in  general  and  administrative  expenses  in   the
     accompanying  Statements  of  Operations.   The  Agreement  is
     renewable   each   year   unless   expressly   terminated   or
     renegotiated by the parties.
     
     Compensation  expense  represents  amounts  allocated  to  the
     Company  by  LCPI  for  compensation paid  to  certain  common
     officers and directors of the Company.
     
     Income  taxes of $13,903,528 were paid by the Company to  LCPI
     in  accordance with the terms of the Company's tax  allocation
     agreement during the nine months ended August 31, 1995.
     
     The  Company  believes  that amounts arising  through  related
     party transactions, including the fees referred to above,  are
     reasonable  and approximate the amounts that would  have  been
     recorded if the Company operated as an unaffiliated entity.
     
5.   Financial   Instruments  with  Off-Balance  Sheet   Risk   and
     Concentration of Credit Risk:
     
     Certain  of the Company's activities are principally conducted
     with  financial institutions.  At August 31, 1995, the Company
     had  no  material  individual  counterparty  concentration  of
     credit  risk,  or  any financial instruments with  off-balance
     sheet risk.

 6.  Fair Value of Financial Instruments:

     Statement  of Financial Accounting Standards (SFAS)  No.  107,
     "Disclosures  About  Fair  Value  of  Financial  Instruments",
     requires  disclosure of the fair values of most on-  and  off-
     balance   sheet  financial  instruments,  for  which   it   is
     practicable  to estimate that fair value.  The scope  of  SFAS
     No.  107 excludes certain financial instruments, such as trade
     receivables  and payables when the carrying value approximates
     the  fair  value, employee benefit obligations  and  all  non-
     financial  instruments, such as fixed assets.  The fair  value
     of  the  Company's  assets and liabilities  which  qualify  as
     financial  instruments  under SFAS  No.  107  approximate  the
     carrying  amounts  presented in the  Statements  of  Financial
     Condition.
     
 7.  Change of Fiscal Year End

     During 1994, the Company changed its year-end from December 31
     to  November 30.  Such a change to a non-calendar cycle shifts
     certain  year-end administrative activities to a  time  period
     that  conflicts  less  with the business  needs  of  Holdings'
     institutional customers.  In conjunction with the
7.   Change of Fiscal Year End (continued)

     decision to change its year-end, the Company is reporting  its
     third  quarter  1994 results on the basis of  its  new  fiscal
     year.
     PART I - FINANCIAL INFORMATION, continued

Item 2      Management's  Discussion  and  Analysis  of   Financial
     Condition  and Liquidity and Capital Resources and Results  of
     Operations

     Set  forth  below is management's discussion and  analysis  of
     financial  condition and liquidity and capital  resources  and
     results  of  operations for the nine months and quarter  ended
     August 31, 1995 and eight months and quarter ended August  31,
     1994.
     
     Financial Condition and Liquidity and Capital  Resources
     
     The  Company's assets increased from $18.2 million at November
     30,  1994  to  $156.3  million at August  31,  1995  primarily
     related  to  the  increase  in  financial  instruments  owned.
     Financial  instruments owned represent the portion  of  issued
     securities retained by the Company and are carried  at  market
     or fair value, as appropriate.
     
     Stockholder's equity increased from $9.0 million  at  November
     30,  1994 to $154.4 million at August 31, 1995 as a result  of
     capital  contributions from LCPI and income earned during  the
     nine months ended August 31, 1995.  Capital contributions from
     LCPI  are made to fund securities retained by the Company from
     new  issuances.  The Company continually monitors its  capital
     position  and  makes capital distributions to LCPI  as  excess
     funds are realized from securities related transactions.
     
     Operating Results
     
     During  the  nine  months ended August 31, 1995,  the  Company
     issued Structured Asset Securities Corporation Multiclass Pass-
     through  Certificates,  Series 1995-C1 totaling  approximately
     $394.3  million principal amount, Structured Asset  Securities
     Corporation Multiclass Pass-through Certificates, Series 1995-
     3  totaling  approximately  $99.5  million  principal  amount,
     Structured  Asset Securities Corporation Mortgage Pass-through
     Certificates,  Series  1995-1  totaling  approximately   $73.2
     million   principal   amount,  Structured   Asset   Securities
     Corporation Multiclass Pass-Through Certificates, Series 1995-
     C3  totaling  approximately $322.8 million  principal  amount,
     Structured  Asset Securities Corporation Mortgage Pass-Through
     Certificates,  Series 1995-2, Group II, totaling approximately
     $74.1   million   principal  amount,  and   Structured   Asset
     Securities  Corporation  Mortgage  Pass-Through  Certificates,
     Series  1995-2, Group I, totaling approximately $174.2 million
     principal  amount.  During the eight months ended  August  31,
     1994   the   Company   issued  Structured   Asset   Securities
     Corporation Multiclass Pass-through Certificates, Series 1994-
     C1  totaling approximately $421.9 million principal amount, of
     which  approximately  $333.3  million  principal  amount  were
     offered  pursuant to one of the Company's public  registration
     statements and $88.6 million principal amount were offered  in
     a private placement or retained by the Company.

     Trading  gains totaled $9,793,713 and $4,253,378 for the  nine
     months and quarter ended August 31, 1995, attributable to  the
     issuance   and  sale  of  securities  and  valuing   financial
     instruments  owned  at  market or fair value.   Trading  gains
     totaled    $8,293,264   and   $3,159,444   for    the    eight
     PART I - FINANCIAL INFORMATION, continued

Item 2      Management's  Discussion  and  Analysis  of   Financial
     Condition  and Liquidity and Capital Resources and Results  of
     Operations

     months   and  quarter  ended  August  31,  1994,  attributable
     principally to the issuance and sale of securities and valuing
     financial instruments owned at market or fair value.

     Interest  income  increased from $4,830,503 during  the  eight
     months  ended  August 31, 1994 to $6,136,687 during  the  nine
     months  ended  August 31, 1995 and increased  from  $1,047,054
     during  the quarter ended August 31, 1994 to $1,553,879 during
     the  quarter  ended  August  31,  1995.   The  increases  were
     principally due to an increase in interest earning  securities
     owned.   Management  fees  totaled $3,289,234  and  $1,054,753
     during  the  eight months and quarter ended  August  31,  1994
     compared  to $3,992,010 and $1,453,666 during the nine  months
     and  quarter  ended August 31, 1995.  Management fees  reflect
     the  level of operating activities of the Company.  Management
     fees  are  included in general and administrative expenses  in
     the accompanying Statements of Operations.
     
     
     
    
     
     
                 PART II - OTHER INFORMATION
     
     
     
     The following items have been omitted as inapplicable
     or not required under general instruction H(2)(a) and
     (b) of Form 10-Q:
     
               Item 1 - Legal Proceedings
     
               Item 2 - Changes in Securities
     
               Item 3 - Defaults Upon Senior Securities
     
               Item 4 - Submission of Matters to a Vote of
     Security Holders
     
               Item 5 - Other Information
     
               Item 6 - Exhibits and Reports on Form 8-K
     
                              
                         SIGNATURES
                              
                              

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



                                   STRUCTURED ASSET
SECURITIES
                                   CORPORATION
                                   (Registrant)







Date: October 12, 1995                       /S/  Theodore
P. Janulis
Theodore P. Janulis
                                   President







Date: October 12, 1995                       /S/  David
Goldfarb
                                   David Goldfarb
                                   Controller