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 1997-D4

Ladies & Gentlemen:

Reference is made to the Pooling and Servicing Agreement dated as
of  March  27,  1997, among Asset Securitization Corporation,  as
Depositor, AMRESCO Management, Inc., ("AMI") as Servicer  and  as
Initial Special Servicer, LaSalle National Bank, as Trustee,  and
ABN  AMRO  Bank,  N.V., as Fiscal Agent, which has  been  amended
pursuant  to  a  Second  Amendment to the Pooling  and  Servicing
Agreement  dated  June 6, 1997, among the same  parties,  entered
into   in   connection  with  Asset  Securitization   Corporation
Commercial Mortgage Pass-Through Certificates, Series 1997-D4, as
amended (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 March 27, 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
  March 27, 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 March 27, 1997 to December 31, 1997;
LaSalle National Bank

(3)   No  sub-servicers, other than affiliates of  AMRESCO,  were
  used by AMRESCO with respect to its duties under the PSA during
  the period from March 27, 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 1997-D4 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 March 27, 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
     
     
LaSalle National Bank


Enclosures:

     Moody's Investor Service, Inc.
     99 Church Street, 4th Floor
     New York, NY  10007
     Attention:  Commercial Mortgage Backed Securities Surveillance
     
     Duff & Phelps Credit Rating Company
     55 East Monroe, 35th Floor
     Chicago, IL  60603
     Attention:  Structured Finance - Commercial Real Estate Monitoring
     
     Standard & Poor's Rating Service
     26 Broadway, 10th Floor
     New York, NY  10004
     Attention:  Commercial Mortgage Surveillance
     
     Cadwalader, Wickersham & Taft
     100 Maiden Lane
     New York, NY  10038
     Attention:  Anna H. Glick, Esq.