SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange 
                                  Act of 1934 
                     for the fiscal year ended December 31, 1996

                        Commission File Number 33-49370-01

                         ASSET SECURITIZATION CORPORATION
             (Exact Name of registrant as specified in its charter)

        Delaware                                  13-3672337
(State or Other Juris-                       (I.R.S. Employer
diction of Incorporation)                     Identification No.)

Two World Financial Center, Building B, New York, New York 10281
(Address of Principal Executive Office)

Registrant's telephone number, including area code:             212-667-9300

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  __

Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in part III of this 
Form 10-K or any amendment to this Form 10-K.  Not applicable.

Aggregate market value of voting stock held by non-affiliates of the 
Registrant as of December 31, 1996.  Not applicable.

Number of shares of common stock outstanding  as of December 31, 1996.  
Not applicable.

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                           Table of Contents




PART I

Item 1. Business.................................................3

Item 2. Properties...............................................3

Item 3. Legal Proceedings........................................3

Item 4. Submission Of Matters To A Vote Of Security Holders......3

PART II

Item 5. Market For Registrant's Common Equity And Related 
          Shareholder Matters....................................3

Item 6. Selected Financial Data..................................3

Item 7. Management's Discussion And Analysis Of Financial 
          Condition And Results Of Operations....................4

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...............................................4

Signatures.......................................................4

Exhibit Index....................................................4


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PART I

ITEM 1.         BUSINESS

                This Annual Report on Form 10-K relates to the Trust Fund 
formed, and the Commercial Mortgage Pass-Through Certificates, Series 
1996-D3 issued, pursuant to a Pooling and Servicing Agreement, dated as 
of October 1, 1996 (the "Pooling and Servicing Agreement"), by and 
among Asset Securitization Corporation (the "Company"), as depositor, 
AMRESCO Management, Inc., as servicer, CRIIMI MAE Services Limited 
Partnership, as Special Servicer, LaSalle National Bank, as trustee, and 
ABN AMRO Bank, N.V., as fiscal agent.  The Certificates have been 
registered pursuant to the Act under a Registration Statement on Form S-
3 (No. 33-99502) (the "Registration Statement").

                Capitalized terms used herein and not defined have the same 
meanings ascribed to such terms in the Pooling and Servicing Agreement.

                This Annual Report is being filed by the Servicer, in its 
capacity as such under the Pooling and Servicing Agreement, on behalf of 
Registrant.  The information contained herein has been supplied to 
the Servicer by one or more of the Borrowers or other third parties 
without independent review or investigation by the Servicer.  Pursuant 
to the Pooling and Servicing Agreement, the Servicer is not responsible 
for the accuracy or completeness of such information.

ITEM 2.         PROPERTIES

        Not applicable

ITEM 3.         LEGAL PROCEEDINGS

        Except for claims arising in the ordinary course of business and 
which are covered by liability insurance, there are no material pending 
legal proceedings involving the Trust Fund, the Mortgages comprising the 
Trust Fund or the Trustee, the Special Servicer or the Servicer with 
respect to or affecting their respective duties under the Pooling and 
Servicing Agreement.

ITEM 4.         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matters were submitted to a vote of Certificateholders during 
the fiscal year covered by this report.

PART II

ITEM 5.         MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED       
                STOCKHOLDER MATTERS

        There was one registered holder of the Certificate representing an 
equity interest in the Trust as of December 31, 1996.  To the 
Registrant's knowledge, as of that date, there was no principal market 
in which the Certificates representing an equity interest in the Trust 
were traded.

ITEM 6.         SELECTED FINANCIAL DATA

        Not applicable.

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ITEM 7.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF A FINANCIAL 
                CONDITION AND RESULTS OF OPERATIONS

        Not applicable.

ITEM 8.         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        Not applicable.

ITEM 9.         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON        
                ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

PART III

        The information required by Items 10, 11, 12 and 13 is not 
applicable as the trust fund does not have directors or officers and 
Certificateholders have no right to vote (except with respect to 
required consents to certain amendments to the Pooling and Servicing 
Agreement and upon certain events of default) or control the Trust 
Fund.

PART IV


ITEM 14.        EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
                8-K

(a)     1.      Servicer's Annual Statement of Compliance for the period 
ended 12/31/96.

        2.      Servicer's Independent Accountant's Report on Servicer's 
servicing activities.
     
        3.      Special Servicer's Annual Statement of Compliance for the period
ended 12/31/96.

        4.      Special Servicer's Independent Accountant's Report on Special 
Servicer's servicing activities.

(b)     Current Reports on Form 8-K for the Trust were filed on November 
22 and December 19, 1996.

(c)     No consent of auditors with respect to the audit reports filed 
herewith are required.

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        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 behalf of the Registrant by the undersigned 
thereunto duly authorized.


                                        AMRESCO MANAGEMENT, INC., IN
                                        ITS CAPACITY AS SERVICER UNDER 
                                        THE POOLING AND SERVICING
                                        AGREEMENT ON BEHALF OF ASSET
                                        SECURITIZATION CORPORATION 
                                        REGISTRANT                      

                                        By:  /s/ William J. Sweeney, Jr.        
                                        Title:     Vice President


                                        By:  /s/ John W. Benson
                                        Name:  John W. Benson
                                        Title:   Assistant Secretary and Counsel

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EXHIBIT INDEX


Exhibit No.     Description

99.1            Servicer's Annual Statement of Compliance
99.2            Servicer's Independent Accountants' Report on Servicer's 
                    servicing activities
99.3            Special Servicer's Annual Statement of Compliance
99.4            Special Servicer's Independent Accountants' Report on Special 
                    Servicer's servicing activities