EXHIBIT 99.1
                                
            SERVICER'S ANNUAL STATEMENT OF COMPLIANCE
                                


March 13, 1998


LaSalle National Bank
135 South LaSalle Street
Suite 1740
Chicago, Illinois  60674-4107
Attention:  Asset Backed Securities Trust Services -- Nomura Mega 6

Ladies & Gentlemen:

Reference is made to the Pooling and Servicing Agreement dated as
of  December 17, 1996, among Asset Securitization Corporation, as
Depositor, AMRESCO Management, Inc., ("AMI") as Servicer, LaSalle
National  Bank,  as Trustee, and ABN AMRO Bank, N.V.,  as  Fiscal
Agent,  entered  into  in  connection with  Asset  Securitization
Corporation Commercial Mortgage Pass-Through Certificates, Series
1996-MDVI  (the "PSA").  Effective August 1, 1997, AMI  delegated
all  of  its  rights, duties and obligations  under  the  PSA  to
AMRESCO  Services, L.P. ("ASLP") (herein AMI, in its capacity  as
Servicer under the PSA with respect to the period from January 1,
1997 to July 31, 1997, and ASLP are collectively "AMRESCO").

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

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

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

(2)   To  the  best of my knowledge and the Officers'  knowledge,
  based on such review, AMRESCO has fulfilled its obligations  as
  Servicer in all material respects under the PSA throughout  the
  period from January 1, 1997 to December 31, 1997;
LaSalle National Bank

(3)  AMRESCO did not use any sub-servicers, other than affiliates
  of AMRESCO, with respect to its duties under this PSA during the
  period from January 1, 1997 to December 31, 1997; and

(4)   To  the  best of my knowledge and the Officers'  knowledge,
  AMRESCO has not received any notice regarding the qualification,
  or  challenging the status, of the Series 1996-MDVI  Upper-Tier
  REMIC  or Lower-Tier REMIC as a REMIC from the Internal Revenue
  Service or any other governmental agency or body.

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

Very truly yours,

/s/

Daniel B. Kirby
Senior Vice President
AMRESCO Management, Inc., in its capacity
as Servicer under the PSA with respect to the
period from January 1, 1997 to July 31, 1997, and
AMRESCO Services, L.P.

Enclosures

cc:  Asset Securitization Corporation
     2 World Financial Center
     Building B, 21st Floor
     New York, NY  10281-1198
     Attention:  Mr. Perry Gershon and
                 Ms. Sheryl McAfee

     Fitch Investors Service, L.P.
     One State Street Plaza
     New York, NY  10004
     Attention: Commercial Mortgage Surveillance

     Standard & Poor's Rating Service
     26 Broadway, 10th Floor
     New York, NY  10004
     Attention: Commercial Mortgage Surveillance
     LaSalle National Bank


Enclosures

     Moody's Investor Service, Inc.
     99 Church Street, 4th Floor
     New York, NY  10007
     Attention: Commercial Mortgage Backed Securities
     Surveillance
     
     Cadwalader, Wickersham & Taft
     100 Maiden Lane
     New York, NY  10038
     Attention:  Anna H. Glick, Esq.