SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1


(Mark One)

/ x /  Annual report pursuant to section 13 or 15(d) of the Securities 
       Exchange Act of 1934 for the fiscal year ended December 31, 1997

/   /  Transition report pursuant to section 13 or 15(d) of the Securities
       Exchange Act of 1934 

Commission File No.:  333-15473-02



                      Southern Pacific Secured Assets Corporation,
      Mortgage Loan Asset-Backed Pass-Through Certificates, Series 1997-02 Trust
                 (Exact name of registrant as specified in its charter)

New York                              52-2048650   52-2048657   52-2048659
(State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                   Identification No.)


c/o Norwest Bank Minnesota, N.A.
7485 New Horizon Way
Frederick, MD                                        21703
(Address of principal executive                     (Zip Code)
offices)

Registrant's telephone number, including area code (301) 696-7900



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

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



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

Yes    X                No__


This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual Report
on Form 10-K (the  "Original  Form 10-K") filed on March 26, 1998,  on behalf of
Southern  Pacific  Secured  Assets   Corporation,   Mortgage  Loan  Asset-Backed
Pass-Through  Certificates,  Series  1997-02  Trust (the  "Trust"),  established
pursuant to a Pooling and Servicing  Agreement  among Southern  Pacific  Secured
Assets Corp,(the "Company"),  and Advanta Mortgage Corp.USA, as Master Servicer,
and Norwest Bank  Minnesota,  N.A.,  as Trustee,  pursuant to which the Southern
Pacific  Secured Assets  Corporation,  Mortgage Loan  Asset-Backed  Pass-Through
Certificates,  Series 1997-02  registered  under the Securities Act of 1933 (the
"Certificates") were issued.

Item 14 of the  Original  Form 10-K is amended to read in its entirety as 
follows:

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

     (a)  Exhibits

          99.1  Annual Independent  Accountants'  Servicing  Reports  concerning
                servicing activities for the year ended December 31, 1997.

               (a) Advanta Mortgage Corp., USA, as Servicer <F1>

          99.2  Report of Management  as to  Compliance  with Minimum  Servicing
                Standards for the year ended  December 31, 1997.

               (a) Advanta Mortgage Corp., USA, as Servicer <F1>

          99.3  Annual Statements of Compliance  under the Pooling and Servicing
                Agreements for the year ended  December 31, 1997.

               (a) Advanta Mortgage Corp., USA, as Servicer <F1>

          99.4  Aggregate Statement of Principal and Interest
                Distributions to Certificate Holders.<F2>
         

     (b)  On October 9, 1997, November 10, 1997, and December 9, 1997, reports
          on Form 8-K were filed by the  Company  in  order to  provide  the 
          statements  for the monthly distributions to holders of the 
          Certificates.  No other reports on Form 8-K have been  filed  during  
          the last  quarter  of the period covered by this report.

     (c)  Not applicable.

     (d)  Omitted.

<F1>  Filed herewith.

<F2> Previously filed.





                                    SIGNATURE

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:


Southern Pacific Secured Assets Corporation,
Mortgage Loan Asset-Backed Pass-Through Certificates, Series 1997-02 Trust

Signed:     NORWEST BANK MINNESOTA, N.A.,
            as Trustee
By:         /s/Sherri J. Sharps

By:         Sherri J. Sharps
Title:      Vice President -- Securities Administration Services
Dated:      August 31, 1998




EXHIBIT INDEX

Exhibit No.

99.1 Annual Independent Accountants' Servicing Reports concerning servicing
     activities for the year ended December 31, 1997.

     (a) Advanta Mortgage Corp., USA, as Servicer <F1>

99.2 Report of Management as to Compliance with Minimum Servicing Standards for
     the year ended December 31, 1997.

     (a) Advanta Mortgage Corp., USA, as Servicer <F1>

99.3 Annual Statements of Compliance for the year ended December 31, 1997.

     (a) Advanta Mortgage Corp., USA, as Servicer <F1>

99.4 Aggregate Statement of Principal and Interest Distributions to Certificate
     Holders.<F2> 

<F1>  Filed herewith.

<F2> Previously filed.