UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark On
[x]               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended November 30, 1995

[ ]             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)

               Securities registered pursuant to Section 12(b) of
                                    the Act:

                                                           Name of Each Exchange
Title of Each Class                                          on which registered
None                                                                 None

          Securities registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of class)

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 February 1, 1996.


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



<PAGE>








                                      INDEX
                     STRUCTURED ASSET SECURITIES CORPORATION
Cover
Index                                                                    Page

PART I
                  Item 1 - Business ...........................           1
            
                  Item 2 - Properties ............................        1
                  
                  Item 3 - Legal Proceedings ....................         1
                   
                  Item 4 - Submission of Matters to a Vote of Security 
                           Holders                                        1
                                                                  
PART II
                  Item 5 - Market for Registrant's Common Stock
                           and Related Stockholder Matters ............   2

                  Item 6 - Selected Financial Data ....................   2
                   
                  Item 7 - Management's Discussion and Analysis of
                           Financial Condition and Liquidity and Capital
                           Resources and Results of Operations .... ...   2
                                                                    
                  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 ...................   5

Signatures ............................................................   6



<PAGE>


                                                            
                                     PART I

ITEM 1            Business

                  Structured  Asset  Securities  Corporation (the "Company") was
                  incorporated in Delaware on January 2, 1987 as 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 may also serve as
                  seller  to,  depositor  of or  sponsor  for any Trust  issuing
                  Pass-through  Certificates  of  interest  (including  stripped
                  participation  interests) in a pool of mortgage  collateral or
                  interest  therein.  The  mortgage  collateral  may  consist of
                  "fully  modified  pass-through"  mortgage-backed  certificates
                  guaranteed  as to full and  timely  payment of  principal  and
                  interest  by the  Government  National  Mortgage  Association,
                  which  guaranty  is backed by the full faith and credit of the
                  United States Government,  mortgage participation certificates
                  issued and  guaranteed  as to the full and  timely  payment of
                  interest and ultimate payment of principal by the Federal Home
                  Loan Mortgage  Corporation,  guaranteed mortgage  pass-through
                  certificates  issued and  guaranteed as to the full and timely
                  payment of  principal  and  interest by the  Federal  National
                  Mortgage   Association,   conventional  mortgage  pass-through
                  certificates or  mortgage-backed  bonds issued with respect to
                  or secured by a pool of mortgage  loans,  or a combination  of
                  such certificates.

                  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  the  principal  amount  not to
                  exceed $11.7 billion.  The Company has also filed registration
                  statements  on  Form  S-3  for  the  issuance  of  $6  billion
                  principal   amount  of  Bonds.   As  of  November   30,  1995,
                  approximately  $11.4 billion was available for issuance  under
                  the registration statements referred to above.

 ITEM 2           Properties

                  The Company owns no physical properties.

ITEM 3            Legal Proceedings

                  There are no pending legal proceedings.

ITEM 4            Submission of Matters to a Vote of Security Holders

                  Pursuant  to  General   Instruction   J  of  Form  10-K,   the
                  information required by Item 4 is omitted.



<PAGE>


                                     PART II

ITEM 5            Market for Registrant's Common Stock and Related
                  Stockholder Matters
                  
                  The  Company's  sole class of  capital  stock is its $1.00 par
                  value  common  stock  which is all owned by LCPI.  There is no
                  public market for the Company's common stock.

ITEM 6            Selected Financial Data

                  Pursuant  to  General   Instruction   J  of  Form  10-K,   the
                  information required by Item 6 is omitted.

ITEM 7            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 twelve months ended November 30,
                  1995, the eleven months ended November 30, 1994 and the twelve
                  months ended December 31, 1993.

                  Financial Condition and Liquidity and Capital Resources

                  The Company's  assets increased from $18.2 million at November
                  30,  1994 to $153.0  million at November  30,  1995  primarily
                  related  to  the  increase  in  financial  instruments  owned.
                  Financial  instruments  owned at November 30, 1995  aggregated
                  $146.0 million and 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 $149.0 million at November 30, 1995 as a result of
                  net capital  contributions  from LCPI and income earned during
                  the  twelve   months  ended   November   30,   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.

                  Results of Operations

                  For the  twelve  months  ended  November  30,  1995 and eleven
                  months ended November 30, 1994:

                  During the twelve  months ended  November 30, 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 Mortgage Pass-through
                  Certificates,  Series 1995-2, Group II, totaling approximately
                  $74.1 million principal amount, Structured Asset

<PAGE>



ITEM 7            Management's  Discussion  and Analysis of Financial Condition
                  and  Liquidity and Capital  Resources and Results of 
                  Operations (continued)

                  Securities  Corporation  Mortgage  Pass-through  Certificates,
                  Series 1995-2, Group I, totaling  approximately $174.2 million
                  principal  amount,   LB  Commercial   Conduit  Mortgage  Trust
                  Multiclass Pass-through Certificates,  Series 1995-C2 totaling
                  approximately  $217.0 million principal amount, and Structured
                  Asset   Securities   Corporation    Multiclass    Pass-through
                  Certificates,  Series 1995-C4  totaling  approximately  $179.6
                  million  principal  amount.  In addition,  the Company  issued
                  Structured    Asset    Securities    Corporation    Multiclass
                  Pass-through    Certificates,    Series    1995-C3    totaling
                  approximately  $322.8  million  principal  amount in a private
                  placement.

                  Trading  revenues  totaled  $9,579,548  for the twelve  months
                  ended  November 30, 1995 and  $7,674,075 for the eleven months
                  ended November 30, 1994.  Trading revenues are attributable to
                  the  issuance  and sale of  securities  and valuing  financial
                  instruments owned at market or fair value.

                  Interest income  increased from  $5,868,153  during the eleven
                  months  ended  November  30,  1994 to  $11,998,933  during the
                  twelve   months  ended   November   30,   1995,   attributable
                  principally  to  the  greater   amount  of  interest   earning
                  securities  held during 1995.  Management  fees increased from
                  $3,395,253 during the eleven months ended November 30, 1994 to
                  $5,407,152  during the twelve months ended  November 30, 1995,
                  reflecting the increased  trading and operating  activities of
                  the Company.  Management  fees are the principal  component of
                  general  and  administrative   expenses  in  the  accompanying
                  Statements of Operations.

                  For the  eleven  months  ended  November  30,  1994 and twelve
                  months ended December 31, 1993:

                  During 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 private  placements.  During 1993, the Company
                  issued  Structured  Asset  Securities  Corporation  Multiclass
                  Pass-through    Certificates,    Series    1993-C1    totaling
                  approximately  $451.0 million  principal  amount. In addition,
                  Structured  Asset  Securities  Corporation  Trust III, a trust
                  established  by the Company,  issued  Collateralized  Mortgage
                  Obligations,  Series  1993-C2  totaling  approximately  $121.3
                  million  principal  amount.  Also  during  1993,  the  Company
                  issued,   through  a  trust,   $79.3  million  of  securities,
                  collateralized  by a  mortgage,  in a  private  placement.  In
                  December  1992,  the  Company   purchased  a  25%  partnership
                  interest in Structured Asset Securities  Corporation  Trust II
                  ("Trust II").  The Company  acted as general  partner of Trust
                  II. An affiliate  of the Company  owned the  remaining  75% as
                  limited partner.  On May 28, 1993, Trust II's assets were sold
                  to an affiliate of the Company at current  market  value.  For
                  financial reporting purposes, the assets of Trust II have been
                  consolidated  with those of the Company and minority  interest
                  has  been  established  for the  affiliate's  limited  partner
                  interest.



<PAGE>


ITEM 7            Management's Discussion and Analysis of Financial  Condition 
                  and Liquidity and Capital Resources and Results of Operations 
                  (continued)

                  Trading  revenues  totaled  $7,674,075  for the eleven  months
                  ended  November 30, 1994 and  $419,283  for the twelve  months
                  ended December 31, 1993.  Trading revenues are attributable to
                  the  issuance  and sale of  securities  and valuing  financial
                  instruments owned at market or fair value.

                  Interest income  decreased from  $8,611,171  during the twelve
                  months ended December 31, 1993 to $5,868,153 during the eleven
                  months ended  November 30, 1994,  attributable  principally to
                  the sale of  interest  earning  securities  owned  during  the
                  second  quarter  of  1994.   Management  fees  increased  from
                  $1,196,023 during the twelve months ended December 31, 1993 to
                  $3,395,253  during the eleven months ended  November 30, 1994,
                  reflecting the increased  trading and operating  activities of
                  the Company.  Management  fees are the principal  component of
                  general  and  administrative   expenses  in  the  accompanying
                  Statements of Operations.

ITEM 8            Financial Statements and Supplementary Data

                  The financial statements required by this Item and included in
                  this Report are referenced in the index appearing on page F-1.

ITEM 9            Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure
                  
                  Not applicable.

                                    PART III

ITEM 10           Directors and Executive Officers of the Registrant

                  Pursuant  to  General   Instruction   J  of  Form  10-K,   the
                  information required by Item 10 is omitted.

ITEM 11           Executive Compensation

                  Pursuant  to  General   Instruction   J  of  Form  10-K,   the
                  information required by Item 11 is omitted.

ITEM 12           Security Ownership of Certain Beneficial Owners and
                  Management
                  
                  Pursuant  to  General   Instruction   J  of  Form  10-K,   the
                  information required by Item 12 is omitted.

ITEM 13           Certain Relationships and Related Transactions

                  Pursuant  to  General   Instruction   J  of  Form  10-K,   the
                  information required by Item 13 is omitted.


                                     PART IV

ITEM 14         Exhibits, Financial Statement Schedules, and Reports on Form 8-K


                  (a)        (1) and (2) Financial Statements and Schedules

                  See Index to Financial Statements appearing on Page F-1

                             (3) Exhibits

                                  Not applicable.

                  (b)        Reports on Form 8-K:  None



<PAGE>



                                   SIGNATURES

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
behalf by the undersigned, thereunto duly authorized.

                                               STRUCTURED ASSET SECURITIES
                                               CORPORATION
                                               (Registrant)


                                              By:  THEODORE P. JANULIS
                                                   Theodore P. Janulis
                                                   President


Date:   February 23, 1996

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


SIGNATURE ....................      POSITION                   DATE

THEODORE P. JANULIS ..........      President                  February 23, 1996
Theodore P. Janulis

DAVID GOLDFARB ...............      Controller                 February 23, 1996
David Goldfarb

BRIAN R. ZIPP ................      Director                   February 23, 1996
Brian R. Zipp

MICHAEL J. O'HANLON ..........      Chairman and Director      February 23, 1996
Michael J. O'Hanlon







<PAGE>



                     STRUCTURED ASSET SECURITIES CORPORATION

                          NOTES to FINANCIAL STATEMENTS






Report of Independent Auditors .......................................   F-2

Statements of  Operations  for the twelve  months  ended  November 30,
  1995, eleven months ended November 30, 1994 and twelve months ended
  December 31, 1993 ..................................................   F-3

Statements of Financial Condition as of
  November 30, 1995 and 1994 .........................................   F-4

Statements of Changes in  Stockholder's  Equity for the twelve  months
  ended  November 30, 1995,  eleven months ended November 30, 1994 and
  twelve months ended December 31, 1993 ..............................   F-5

Statements  of Cash Flows for the twelve  months  ended  November 30,
  1995, eleven months ended November 30, 1994 and twelve months ended
  December 31, 1993 ..................................................   F-6

Notes to Financial Statements .................................   F-7 to F-10

Consent of Independent Auditors ......................................   F-11




<PAGE>











Report of Independent Auditors

The Board of Directors and Stockholder of
Structured Asset Securities Corporation


We have audited the accompanying statements of financial condition of Structured
Asset Securities  Corporation as of November 30, 1995 and November 30, 1994, and
the related statements of operations,  changes in stockholder's  equity and cash
flows for the year ended  November 30, 1995, for the  eleven-month  period ended
November  30, 1994 and for the year ended  December 31,  1993.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Structured  Asset Securities
Corporation  at November 30, 1995 and November 30, 1994,  and the results of its
operations  and its cash flows for the year ended  November  30,  1995,  for the
eleven month period ended  November 30, 1994 and for the year ended December 31,
1993, in conformity with generally accepted accounting principles.



                                               ERNST & YOUNG LLP


January 10, 1996


<PAGE>


                     STRUCTURED ASSET SECURITIES CORPORATION
                            STATEMENTS of OPERATIONS
<TABLE>
<CAPTION>
                                           Twelve       Eleven         Twelve
                                           months       months         months
                                           ended        ended          ended
                                        November 30,  November 30, December 31,
                                           1995          1994          1993  
                                         

<S>         <C>                          <C>            <C>           <C>
Revenues:

   Trading ..........................   $ 9,579,548   $ 7,674,075   $   419,283

   Interest .........................    11,998,933     5,868,153     8,611,171
                                        -----------   -----------   -----------

                                         21,578,481    13,542,228     9,030,454
                                        -----------   -----------   -----------


Expenses:

   Compensation .....................        30,000        27,500        30,000

   General and administrative .......     5,407,152     3,402,302     1,197,508
                                        -----------   -----------   -----------

                                          5,437,152     3,429,802     1,227,508
                                        -----------   -----------   -----------

Income before income taxes and
     minority interest ..............    16,141,329    10,112,426     7,802,946

     Income tax provision ...........     7,438,491     4,656,773     3,608,395
                                        -----------   -----------   -----------

Income before minority interest .....     8,702,838     5,455,653     4,194,551

     Minority interest in income
       of Trust II ..................          --            --        (352,798)
                                        -----------   -----------   -----------

Net income ..........................   $ 8,702,838   $ 5,455,653   $ 3,841,753
                                        ===========   ===========   ===========
</TABLE>








                        See notes to financial statements


<PAGE>


                     STRUCTURED ASSET SECURITIES CORPORATION
                        STATEMENTS of FINANCIAL CONDITION


                                     ASSETS

<TABLE>
<CAPTION>
                          LIABILITIES and STOCKHOLDER'S EQUITY


                                             November 30,         November 30,
                                                  1995                1994

<S>                                          <C>                   <C>
Cash                                         $    40,921         $    111,735
Financial instruments owned, at fair
value                                        145,971,295           12,472,042
Receivables from brokers, dealers
and financial institutions                     1,575,758              785,775
Receivables from affiliates                      121,260            1,029,768
Due from others                                1,791,245            1,730,031
Investment in collateralized mortgage 
obligation trusts                                    170                  170
Deferred registration costs, net of 
accumulated amortization of$981,562
and $580,145 in 1995 and 1994, 
respectively                                   3,609,329            2,052,855
                                        __________________     ________________                           
                                            $153,109,978          $18,182,376               
                                        ==================     ===============

                            
                            LIABILITIES and STOCKHOLDER'S EQUITY

Liabilities:
 Issuance expenses payable                 $   1,316,880          $   421,027
 Payables to brokers, dealers and
   financial institutions                      1,431,682              337,999
 Payables to affiliates                        1,315,028               12,198
 Income taxes payable to affiliate                     -            8,416,262
 Other liabilities and accrued expenses           18,958               25,401
                                             _______________     ______________

          Total liabilities                    4,082,548            9,212,887
                                             _______________     ______________


Stockholder's equity:
  Common stock, $1 par value;                     
   1,000 shares authorized,
   issued and outstanding                          1,000                1,000
  Additional paid-in capital                 133,293,973            1,938,870                   
  Retained earnings                           15,732,457            7,029,619
                                             _______________     ______________

           Total stockholder's equity        149,027,430            8,969,489
                                             _______________     ______________

                                           $ 153,109,978          $18,182,376
                                           =================    =============   
</TABLE>

                        See notes to financial statements


<PAGE>



<TABLE>

                     STRUCTURED ASSET SECURITIES CORPORATION
                  STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

                 for the twelve months ended November 30, 1995,
                    eleven months ended November 30, 1994 and
                      twelve months ended December 31, 1993

<CAPTION>
                                             Additional
                                  Common     Paid-in           Retained 
                                   Stock     Capital          Earnings           Total

<S>    <C>        <C> <C>  <C>    <C>      <C>              <C>             <C>
Balance, December 31, 1992 ....   $1,000   $  26,970,147    $    620,686    $  27,591,833

Net income ....................     --              --         3,841,753        3,841,753

Capital contributions by parent     --       117,504,144            --        117,504,144

Capital distributions to parent     --       (65,531,324)           --        (65,531,324)
                                  ------   -------------    ------------    -------------

Balance, December 31, 1993 ....    1,000      78,942,967       4,462,439       83,406,406

Net income ....................     --              --         5,455,653        5,455,653

Capital contributions by parent     --        17,771,997            --         17,771,997

Capital distributions to parent     --       (94,776,094)     (2,888,473)     (97,664,567)
                                  ------   -------------    ------------    -------------

Balance, November 30, 1994 ....    1,000       1,938,870       7,029,619        8,969,489

Net income ....................     --              --         8,702,838        8,702,838

Capital contributions by parent     --       234,290,454            --        234,290,454

Capital distributions to parent     --      (102,935,351)           --       (102,935,351)
                                  ------   -------------    ------------    -------------

Balance, November 30, 1995 ....   $1,000   $ 133,293,973    $ 15,732,457    $ 149,027,430
                                  ======   =============    ============    =============
</TABLE>








                                              See notes to financial statements.


<PAGE>

<TABLE>

                     STRUCTURED ASSET SECURITIES CORPORATION
                            STATEMENTS of CASH FLOWS

<CAPTION>
                                                                Twelve months ended     Eleven Months ended     Twelve months ended
                                                                   November 30,            November 30,            December 31,
                                                                       1995                    1994                    1993
                                                               ----------------------   --------------------    --------------------
<S>                             <C>                                  <C>                             <C>                <C>
Cash flows from operating activities:

   Net income .................................................     $   8,702,838                  $   5,455,653      $   3,841,753
                                                                    -------------                  -------------      -------------

   Adjustments  to  reconcile  net  income  to net cash
     (used in)  provided  by operating activities:
       Amortization ...........................................           401,417                        106,655            183,128
       Minority interest in income of Trust II ................              --                             --              352,798
   Effect of changes in operating assets and liabilities:
       Financial instruments owned, at fair value .............      (133,499,253)                    72,175,669         13,240,346
       Receivables from brokers, dealers and
         financial institutions ...............................          (789,983)                       324,681            286,045
       Receivables from affiliates ............................           908,508                     (1,029,768)              --
       Due from others ........................................           (61,214)                    (1,730,031)              --
       Deferred registration costs ............................        (1,957,891)                          --                 --
       Issuance expenses payable ..............................           895,853                       (221,285)        (1,373,948)
       Payables to brokers, dealers and financial
         institutions .........................................         1,093,683                        280,703             57,296
       Payables to affiliates .................................         1,302,830                         12,198               --
       Income tax to affiliates ...........................            (8,416,262)                     4,656,773          2,802,166
       Other ..................................................            (6,443)                       (30,003)            (9,462)
                                                                    -------------                  -------------      -------------

            Net cash (used in) provided by
            operating activities ..........................          (131,425,917)                    80,001,245         19,380,122
                                                                    -------------                  -------------      -------------

Cash flows from financing activities:
Capital contributions by parent ...............................       234,290,454                     17,771,997        117,504,144
Capital distributions to parent ...............................      (102,935,351)                   (97,664,567)       (65,531,324)
Min-rity interest .............................................              --                                         (73,597,754)
                                                                    -------------                  -------------      -------------

            Cash provided by (used in)
           financing activities ...............................       131,355,103                    (79,892,570)       (21,624,934)
                                                                    -------------                  -------------      -------------

    Net (decrease)increase in cash ............................           (70,814)                       108,675         (2,244,812)

 Cash at the beginning of the period ..........................           111,735                          3,060          2,247,872
                                                                    -------------                  -------------      -------------

     Cash at the endd of the period ...........................     $      40,921                  $     111,735      $       3,060
                                                                    =============                  =============      =============

</TABLE>
                        See notes to financial statements

<PAGE>


                     STRUCTURED ASSET SECURITIES CORPORATION

                          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  which permit the Company
               to issue, from time to time, Bonds and Pass-through  Certificates
               in principal amount not to exceed $11.7 billion.  The Company has
               also filed  registration  statements on Form S-3 for the issuance
               of $6 billion principal amount of Bonds. During the twelve months
               ended  November 30, 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 Mortgage Pass-through  Certificates,
               Series 1995-2,  Group II,  totaling  approximately  $74.1 million
               principal   amount,   Structured  Asset  Securities   Corporation
               Mortgage  Pass-through  Certificates,  Series  1995-2,  Group  I,
               totaling   approximately  $174.2  million  principal  amount,  LB
               Commercial   Conduit  Mortgage  Trust   Multiclass   Pass-through
               Certificates,   Series  1995-C2  totaling   approximately  $217.0
               million   principal   amount,    and   Multiclass    Pass-through
               Certificates,   Series  1995-C4  totaling   approximately  $179.6
               million  principal  amount.  In  addition,   the  Company  issued
               Structured Asset Securities Corporation  Multiclass  Pass-through
               Certificates,   Series  1995-C3  totaling   approximately  $322.8
               million principal amount in a private  placement.  As of November
               30, 1995,  approximately $11.4 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  twelve   months  ended   November  30,  1995,   LCPI
               contributed  $234.3  million in capital to the  Company,  and the
               Company made capital distributions to LCPI of $102.9 million.

               The  December  31, 1993  Statement  of  Operations  includes  the
               consolidated  accounts  of the  Company  and those of  Structured
               Asset Securities Corporation Trust II ("Trust II"), a partnership
               in which the Company had a 25%  ownership  interest  and acted as
               general partner.  An affiliate of the Company owned the remaining
               75% interest in Trust II as a limited partner. On May 28,

<PAGE>



     1.        Organization (continued):

               1993,   Trust  II's   assets,   which   primarily   consisted  of
               approximately  $99  million in  mortgage  loans,  were sold to an
               affiliate   of  the  Company  at  current   market   value.   The
               accompanying  December 31, 1993 Statement of Operations  reflects
               the affiliate's minority interest share in earnings in Trust II.

      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 trading  revenue in the  Statements of
               Operations.

               Financial instruments owned, at fair value:

               Financial  instruments owned principally  represent  subordinated
               interests  in  pools  of  mortgage  loans,   with  the  remaining
               instruments  representing  the right to  receive  certain  future
               interest payments on the underlying loans.  Financial instruments
               owned are valued at market or fair value,  as  appropriate,  with
               unrealized  gains and losses  reflected in trading revenue 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.

               Use of Estimates:

               The  preparation  of  financial  statements  in  conformity  with
               generally accepted  accounting  principles requires management to
               make estimates and assumptions  that affect the amounts  reported
               in the financial  statements and accompanying  notes.  Management
               believes that the  estimates  utilized in preparing its financial
               statements  are  reasonable  and prudent.  Actual  results  could
               differ from these estimates.

      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.

               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 $5,407,152 for the twelve months
               ended  November 30, 1995,  $3,395,253 for the eleven months ended
               November  30, 1994 and  $1,196,023  for the twelve  months  ended
               December  31,  1993 are the  principal  component  of general and
               administrative  expenses in the  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  $15,854,753  were paid by the Company to LCPI in
               accordance  with  the  terms  of  the  Company's  tax  allocation
               agreement  during the twelve  months ended  November 30, 1995. No
               income taxes were paid by the Company during 1994 and 1993.

               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 November 30, 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

<PAGE>



     6.        Fair Value of Financial Instruments (continued):

               qualify as  financial instruments under SFAS No. 107 approximate
               the  carrying  amounts  presented in the Statements of Financial
               Condition.

               Financial  instruments owned principally  represent  subordinated
               interests  in  pools  of  mortgage  loans,   with  the  remaining
               instruments  representing  the right to  receive  certain  future
               interest  payments  on  the  underlying  loans.  These  financial
               instruments  are generally  non-rated or rated as  non-investment
               grade by recognized  rating  agencies.  Changes in interest rates
               could potentially have an adverse impact on the future cash flows
               for  financial  instruments  owned.  In  addition,   for  certain
               securities,  defaults  on the  mortgage  loans  underlying  these
               instruments  could  have a greater  than  proportional  impact on
               their fair value since the payments of principal and interest are
               subordinate to other securities issued in the same series.  These
               risks,  among other risks, are incorporated in the  determination
               of fair value of financial instruments owned.

      7.       Change of Fiscal Year-End:

               During  1994,  the  Company  changed  its  fiscal  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
               institutional customers.

               The  following is selected  financial  data for the  eleven-month
               transition  period ending  November 30 and the  comparable  prior
               year period:



<TABLE>
<CAPTION>
                                                          Eleven months ended
                                                   November 30,    November 30,
                                                     1994              1993
                                                                   (Unaudited)

<S>      <C>                                      <C>               <C>
Revenues ..................................       $13,542,228       $ 8,830,244
Expenses ..................................         3,429,802         1,212,389
                                                  -----------       -----------
Income before income taxes and
    minority interest .....................        10,112,426         7,617,855
Income tax provision ......................         4,656,773         3,522,496
                                                  -----------       -----------
Income before minority interest ...........         5,455,653         4,095,359
Minority interest in income of
    Trust II ..............................              --            (352,798)
                                                  -----------       -----------
Net income ................................       $ 5,455,653       $ 3,742,561
                                                  ===========       ===========
</TABLE>



<PAGE>










                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration
Statements (Form S-11 Nos. 33-11126, 33-13826, 33-31337,
33-13986, 33-17503 and 33-48771 and Form S-3 File Nos. 33-43825
and 33-50210) of Structured Asset Securities Corporation of our
report dated January 10, 1996, with respect to the financial
statements of Structured Asset Securities Corporation included in
this Annual Report (Form 10-K) for the year ended November 30,
1995.





New York, New York                                          ERNST & YOUNG LLP
February 23, 1996