10-K/A

                       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 1997-01 Trust
                 (Exact name of registrant as specified in its charter)

New York                                      52-2030350      52-2030351
(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  1997-01  Trust (the  "Trust"),  established
pursuant to a Pooling and Servicing  Agreement  among Southern  Pacific  Secured
Assets  Corporation,(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 1997-01 registere

d 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 Holding Company, as Servicer 

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

               (a) Advanta Mortgage Holding Company, as Servicer 

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

               (a) Advanta Mortgage Holding Company, as Servicer 

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

     (b)  On October 2, 1997, November 6, 1997, and December 2, 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.

  Filed herewith.

 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 1997-01 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 Holding Company, as Servicer 

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

     (a) Advanta Mortgage Holding Company, as Servicer 

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

     (a) Advanta Mortgage Holding Company, as Servicer 

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

  Filed herewith.

 Previously filed.

EX-99.1(A)

                              ARTHUR ANDERSEN LLP

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of Advanta Mortgage Corp. USA:

We have examined management's assertion about Advanta Mortgage Corp. USA's (the
"Company"),  an indirect  wholly-owned  subsidiary of Advanta Corp.,  compliance
with  the  minimum  servicing  standards  identified  in  the  Mortgage  Bankers
Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
(USAP) and that Advanta Mortgage Corp. USA had in effect fidelity bond coverage
in the  amount of $15  million  and  mortgage  contingent  liability  protection
coverage in the amount of $2 million as of and for the year ended  December  31,
1997 included  in  the  accompanying   management   assertion.   Management  is
responsible  for Advanta Mortgage  Corp.  USA's  compliance  with those minimum
servicing standards and for maintaining a fidelity bond and errors and omissions
policy. Our responsibility is to express an opinion on management's  assertion
about the entity's compliance based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American Institute of Certified Public  Accountants,  and accordingly,  included
examining,  on a  test  basis,  evidence  about  Advanta  Mortgage  Corp.  USA's
compliance  with the  minimum  servicing  standards  and  performing  such other
procedures as we considered necessary in the circumstances.  We believe that our
examination  provides a reasonable  basis for our opinion.  Our examination does
not provide a legal  determination  on Advanta  Mortgage Corp.  USA's compliance
with the minimum servicing standards.

In our opinion,  management's assertion that Advanta Mortgage Corp. USA complied
with the  aforementioned  minimum servicing  standards and that Advanta Mortgage
Corp. USA had in effect  fidelity bond coverage in the amount of $15 million and
mortgage contingent liability protection coverage in the amount of $2 million as
of and for the year ended  December 31, 1997 is fairly  stated,  in all material
respects. 

/s/Arthur Anderson LLP

Philadelphia, PA
March 20, 1998

EX-99.2(A)

(LOGO)
                                                       ADVANTA
                                                       MORTGAGE
                                                       P.O. Box 50911
                                                       San Diego, CA 92150-9011
                                                       16875 West Bernardo Drive
                                                       San Diego, CA 92127
                                                       (619) 674-1800


     REPORT OF MANAGEMENT ON COMPLIANCE WITH MINIMUM SERVICING STANDARDS

As of and for the year ended December 31, 1997,  Advanta Mortgage Corp., USA has
complied with the minimum servicing  standards set forth in the Mortgage Bankers
Association  of  America's  UNIFORM  SINGLE  ATTESTATION  PROGRAM  FOR  MORTGAGE
BANKERS.  As of and for this same period,  Advanta  Mortgage  Corp.,  USA had in
effect  fidelity  bond  coverage  in the  amount  of $15  million  and  mortgage
contingent liability protection coverage in the amount of $2 million.




/s/William P. Garland
William P. Garland
Senior Vice President
Loan Servicing Officer


/s/James L. Shreero
James L. Sheero
Senior Vice President
Finance and Accounting

EX-99.3(A)

(LOGO)

March 20, 1998

Norwest Bank Minnesota, N.A. (338)
Tim Knight
11000 Brokenland Parkway
Columbia, MD 21004-3562


ADVANTA
MORTGAGE
P.O. BOX 509011
SAN DIEGO, CA 92150-9011

16875 WEST BERNARDO DRIVE 
SAN DIEGO. CA 92127
(619) 674-1800


RE: ANNUAL STATEMENT AS TO COMPLIANCE


Pursuant to that certain LOAN SERVICING AGREEMENT  ("Agreement")  dated as of
February 1, 1997, SOUTHERN PACIFIC SECURED ASSETS CORP. MORTGAGE PASS-THROUGH
CERTIFICATES  SERIES  1997-1,  I, William P. Garland,  hereby certify that (I) a
review of the  activities  of the  Servicer  during the  preceding  year and the
performance under this Agreement has been made under my supervision, and (II) to
the best of my knowledge,  based on such review,  the Servicer has fulfilled all
its obligations under this Agreement for such year.


Sincerely,

/s/William P. Garland
William P. Garland
Sr. Vice President, Loan Service





WPG/cg
cc: Mr. James L. Shreero
     Annette Aguirre, Esq. 
     Mr. Mark Casale