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, 1996

                                       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, 1996.

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.

<PAGE>

                     STRUCTURED ASSET SECURITIES CORPORATION
                                    FORM 10-Q
                      FOR THE QUARTER ENDED AUGUST 31, 1996

                                      INDEX


Part I.           FINANCIAL INFORMATION                              Page Number

   Item 1.   Financial Statements - (unaudited)

               Statement of Operations -
                 Three and Nine Months Ended August 31, 1996
                 and 1995  .................................................  3

               Statement of Financial Condition -
                 August 31, 1996 and November 30, 1995 .....................  5

               Statement of Cash Flows -
                 Nine Months Ended August 31, 1996
                 and 1995  ................................................  .6

               Notes to Financial Statements................................  7

   Item 2.   Management's Discussion and Analysis of
              Financial Condition and Results of Operations................. 11

Part II.     OTHER INFORMATION

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

Signatures   ...........................................................     14


<PAGE>


                     STRUCTURED ASSET SECURITIES CORPORATION
                             STATEMENT of OPERATIONS

                                   (Unaudited)


                                               Three months ended
                                 -----------------------------------------------
                                     August 31,                  August 31,
                                        1996                        1995
                                 --------------------        -------------------

Revenues

    Trading                                                         $ 4,253,378

    Interest                           $1,017,562                     1,553,879
                                 --------------------        -------------------

                                        1,017,562                     5,807,257
                                 --------------------        -------------------

Expenses

    Compensation                            1,250                         7,500

    General and administrative            255,318                     1,453,666
                                 --------------------        -------------------

                                          256,568                     1,461,166
                                 --------------------        -------------------

Income before taxes                       760,994                     4,346,091

    Provision for income taxes            350,438                     2,001,374
                                 --------------------        -------------------

Net income                            $   410,556                  $  2,344,717
                                 ====================        ===================


                       See notes to financial statements.

<PAGE>



                     STRUCTURED ASSET SECURITIES CORPORATION
                             STATEMENT of OPERATIONS

                                   (Unaudited)


                                               Nine months ended
                                ------------------------------------------------
                                    August 31,                  August 31,
                                       1996                        1995
                                --------------------        --------------------

Revenues

    Trading                          $ 5,387,866                  $  9,793,713

    Interest                           7,691,766                     6,136,687
                                --------------------        --------------------

                                      13,079,632                    15,930,400
                                --------------------        --------------------

Expenses

    Compensation                          16,250                       22,500

    General and administrative         3,280,862                     3,992,010
                                --------------------        --------------------

                                       3,297,112                     4,014,510
                                --------------------        --------------------

Income before taxes                    9,782,520                    11,915,890

    Provision for income taxes         4,504,851                     5,487,266
                                --------------------        --------------------

Net income                           $ 5,277,669                   $ 6,428,624
                                ====================        ====================


                       See notes to financial statements.


<PAGE>


                     STRUCTURED ASSET SECURITIES CORPORATION
                        STATEMENT of FINANCIAL CONDITION
                                   (Unaudited)

                                     ASSETS


                                                   August 31,       November 30,
                                                      1996            1995
                                               ----------------    -------------


Cash                                             $       87,971    $      40,921
Financial instruments owned, at fair value           84,186,780      145,971,295
Receivables from brokers, dealers and
   financial institutions                             1,319,007        1,575,758
Receivables from affiliates                             515,229          121,260
Due from others                                       1,729,529        1,791,245
Investment in collateralized mortgage
   obligation trusts                                        170              170
Deferred registration costs, net of
   accumulated amortization of $1,941,442
   and $981,562 in 1996 and 1995, respectively        2,821,791        3,609,329
                                               ------------------   ------------

                                                    $90,660,477     $153,109,978
                                               ==================      =========


                      LIABILITIES and STOCKHOLDER'S EQUITY

Liabilities
Issuance expenses payable                           $   917,443     $  1,316,880
Payables to brokers, dealers and
    financial institutions                            2,048,657        1,431,682
Payables to affiliates                                  399,357        1,315,028
Other liabilities and accrued expenses                                    18,958
                                               ------------------  -------------

                    Total liabilities                 3,365,457        4,082,548
                                               ------------------  -------------

Stockholder's equity
Common stock, $1 par value; 1,000 shares
   authorized, issued and outstanding                     1,000            1,000
Additional paid-in capital                           66,283,895       33,293,973
Retained earnings                                    21,010,125       15,732,457
                                             --------------------  -------------
            Total stockholder's equity               87,295,020      149,027,430
                                             --------------------  -------------

                                                    $90,660,477     $153,109,978
                                             ====================    ===========


                       See notes to financial statements.


<PAGE>


                     STRUCTURED ASSET SECURITIES CORPORATION
                            STATEMENTS of CASH FLOWS

                                   (Unaudited)


                                                               Nine months ended
                                                  ------------------------------
                                                      August 31,      August 31,
                                                         1996             1995
                                                  --------------------    ------
Cash flows from operating activities:

Net income                                            $ 5,277,669   $ 6,428,624

Adjustments to reconcile  net income to net cash 
  provided by (used in) operating activities:
     Amortization                                        959,880        378,384
 Net change in:
  Financial instruments owned, at fair value       61,784,515      (139,057,722)
  Receivables from brokers, dealers and financial
    institutions                                      256,751           216,224
  Receivables from affiliates                        (393,969)          926,205
  Due from others                                      61,716           (45,952)
  Deferred registration costs                        (172,343)          (34,098)
  Issuance expenses payable                          (399,437)          210,374)
  Payables to brokers, dealers and financial
    institutions                                      616,975           628,973
  Payables to affiliates                             (915,671)          665,442
  Income taxes payable to affiliate                                  (8,416,262)
  Other liabilities and accrued expenses              (18,958)          (25,401)
                                                 -----------------  ------------

   Net cash provided by (used in) 
      operating activities                         67,057,128      (138,545,957)
                                                  ----------------- ------------

Cash flows from financing activities:
  Capital contributions by parent                  28,667,514       214,046,082
  Capital distributions to parent                 (95,677,592)      (75,022,017)
                                                ------------------  ------------

   Net cash (used in) provided by
      financing activities                        (67,010,078)      139,024,065
                                                ------------------  ------------

   Net change in cash                              47,050               478,108

Cash, beginning of the period                      40,921               111,735
                                               -------------------  ------------

  Cash, end of the period                     $    87,971           $   589,843
                                              ====================    ==========



                       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"), a wholly owned
         subsidiary of Lehman Brothers Holdings Inc. ("Holdings"). The Company's
         financial  statements  have been prepared in accordance  with the rules
         and regulations of the Securities and Exchange  Commission with respect
         to the Form 10-Q and reflect  all normal  recurring  adjustments  which
         are, in the opinion of management, necessary for a fair presentation of
         the  results  for the  interim  periods  presented.  The  Statement  of
         Financial  Condition  at November 30, 1995 was derived from the audited
         financial statements. It is recommended that these financial statements
         be read in conjunction with the audited financial  statements  included
         in the Company's Annual Report on Form 10-K for the twelve months ended
         November 30, 1995.

         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  $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 nine
         months ended  August 31,  1996,  the Company  issued  Structured  Asset
         Securities  Corporation  Mortgage  Pass-Through  Certificates,   Series
         1996-3  totaling   approximately   $124.9  million   principal  amount,
         Structured   Asset   Securities   Corporation   Mortgage   Pass-Through
         Certificates,  Series Greenpoint 1996-A totaling  approximately  $144.5
         million  principal  amount,  Structured  Asset  Securities  Corporation
         Mortgage    Pass-Through    Certificates,    Series   1996-2   totaling
         approximately   $196.2  million  principal  amount,   Structured  Asset
         Securities  Corporation  Mortgage  Pass-Through  Certificates,   Series
         1996-1 totaling  approximately  $182.1 million principal amount,  Aetna
         1995 Commercial  Mortgage Trust Multiclass  Pass-Through  Certificates,
         Series 1995-C5 totaling  approximately $341.3 million principal amount,
         Structured   Asset   Securities   Corporation   Mortgage   Pass-Through
         Certificates,  Series  1995-4  totaling  approximately  $201.3  million
         principal amount and Structured Asset Securities Corporation Multiclass
         Pass-Through Certificates,  Series 1996-CFL totaling approximately $1.6
         billion principal  amount.  In addition,  the Company issued Structured
         Asset Securities Corporation Mortgage Pass-Through Certificates, Series
         1996-1 and 1996-2 totaling  approximately $2.0 million and $4.5 million
         principal amount,  respectively,  in a private placement.  As of August
         31, 1996,  approximately  $8.6 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 Statement of Financial Condition.

         During the nine months ended August 31, 1996,  LCPI  contributed  $28.7
         million  in  capital  to the  Company,  and the  Company  made  capital
         distributions to LCPI of $95.7 million.

2.       Summary of Significant Accounting Policies:

         Deferred registration costs:

         Deferred  registration costs relate to filing fees and other 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  accompanying
         Statement 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  revenues in the Statement 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.



<PAGE>
                     STRUCTURED ASSET SECURITIES CORPORATION

                          NOTES to FINANCIAL STATEMENTS

                                   ----------

         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  $3,280,862  for the nine months  ended  August 31,
         1996,  and  $3,992,010  for the nine months  ended  August 31, 1995 are
         recorded as general  and  administrative  expenses in the  accompanying
         Statement 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  $4,504,851  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, 1996.

         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, 1996, the Company had no material
         individual counterparty  concentration of credit risk, or any financial
         instrument with off-balance sheet risk.



<PAGE>
                     STRUCTURED ASSET SECURITIES CORPORATION

                          NOTES to FINANCIAL STATEMENTS

                                   ----------

 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
         Statement 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.



<PAGE>


                     STRUCTURED ASSET SECURITIES CORPORATION

                          NOTES to FINANCIAL STATEMENTS

                                   ----------

         PART I - FINANCIAL INFORMATION, continued

Item 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations

           Set forth below is management's  discussion and analysis of financial
           condition and results of operations  for the nine months and quarters
           ended August 31, 1996 and August 31, 1995.

           Financial Condition

           The Company's  assets  decreased  from $153.1 million at November 30,
           1995 to $90.7  million at August 31, 1996,  primarily  related to the
           decrease 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  decreased  from $149.0 million at November 30,
           1995 to $87.3  million at August 31,  1996 as a result of net capital
           distributions  to LCPI  partially  offset by income earned during the
           nine months ended August 31, 1996.  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

           During the nine months  ended  August 31,  1996,  the Company  issued
           Structured  Asset  Securities   Corporation   Mortgage   Pass-Through
           Certificates,  Series 1996-3  totaling  approximately  $124.9 million
           principal amount,  Structured Asset Securities  Corporation  Mortgage
           Pass-Through   Certificates,   Series   Greenpoint   1996-A  totaling
           approximately  $144.5  million  principal  amount,  Structured  Asset
           Securities  Corporation Mortgage  Pass-Through  Certificates,  Series
           1996-2  totaling   approximately  $196.2  million  principal  amount,
           Structured  Asset  Securities   Corporation   Mortgage   Pass-Through
           Certificates,  Series 1996-1  totaling  approximately  $182.1 million
           principal  amount,  Aetna 1995 Commercial  Mortgage Trust  Multiclass
           Pass-Through  Certificates,  Series  1995-C5  totaling  approximately
           $341.3  million   principal   amount,   Structured  Asset  Securities
           Corporation  Mortgage   Pass-Through   Certificates,   Series  1995-4
           totaling approximately $201.3 million principal amount and Structured
           Asset Securities  Corporation Multiclass  Pass-Through  Certificates,
           Series 1996-CFL totaling approximately $1.6 billion principal amount.
           In  addition,   the  Company  issued   Structured   Asset  Securities
           Corporation  Mortgage  Pass-Through  Certificates,  Series 1996-1 and
           1996-2 totaling approximately $2.0 million and $4.5 million principal
           amount, respectively, in a private placement.

           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


<PAGE>

                     STRUCTURED ASSET SECURITIES CORPORATION

                          NOTES to FINANCIAL STATEMENTS

                                   ----------

         PART I - FINANCIAL INFORMATION, continued

Item 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations

           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.

           Trading  revenues  totaled  $5,387,866  and  $9,793,713  for the nine
           months ended August 31, 1996 and 1995,  respectively,  and $4,253,378
           for  the  quarter  ended  August  31,  1995.   Trading  revenues  are
           principally  attributable  to the issuance and sale of securities and
           valuing financial instruments owned at market or fair value.

           Interest  income  increased  from  $6,136,687  during the nine months
           ended  August 31, 1995 to  $7,691,766  during the nine  months  ended
           August 31,  1996 and  decreased  from  $1,553,879  during the quarter
           ended August 31, 1995 to  $1,017,562  during the quarter ended August
           31, 1996.  Interest income is driven by the level of interest earning
           securities held during the period. Management fees totaled $3,992,010
           and  $1,453,666  during the nine months and quarter  ended August 31,
           1995 compared to $3,280,862  and $255,318  during the nine months and
           quarter ended August 31, 1996.  Management  fees reflect the level of
           operating activities of the Company.  Management fees are recorded as
           general and administrative expenses in the accompanying Statements of
           Operations.



<PAGE>





                     STRUCTURED ASSET SECURITIES CORPORATION



                           PART II - OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

The  following  exhibits  and  reports  on Form  8-K are  filed  as part of this
Quarterly  Report,  or where  indicated,  were  heretofore  filed and are hereby
incorporated by reference:

(a)      Exhibits:

         27.      Financial Data Schedule


(b)      Reports on Form 8-K:

         October  8, 1996
         October  8, 1996  
         October  7,  1996
         October  4, 1996
         September 11, 1996
         September 6, 1996 
         August 30, 1996
         August 29, 1996
         August 7, 1996
         August 6, 1996 
         July 23, 1996
         July 10, 1996
         July 10, 1996


<PAGE>



                                   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 11, 1996                              /S/    Theodore P. Janulis
                                                       Theodore P. Janulis
                                                       President







Date:  October 11, 1996                              /S/    Dave Goldfarb
                                                       Dave Goldfarb
                                                       Controller




<PAGE>


                                                             Exhibit 27