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, 1998 or

/   / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934


      Commission File No.:   333-47499-02

               Structured Asset Securities Corporation
                 Mortgage Pass-Through Certificates
                  Series  1998-5        Trust
        (Exact name of registrant as specified in its charter)



New York                           52-2101199
(State or other jurisdiction     (I.R.S. Employer
 of incorporation or              Identification  No.)
 organization)

c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland                            21044
(Address of principal executive offices)     (ZIP Code)


Registrant's telephone number, including area code:
     (410) 884-2000

Securities to be registered pursuant to Section 12(b)
of the Act:

     NONE

Securities to be 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 25, 1999, on
     behalf of Structured Asset  Securities  Corporation  Mortgage  Pass-Through
     Certificates Series 1998-5 Trust established  pursuant to a Trust Agreement
     among STRUCTURED ASSET SECURITIES CORPORATION,  as Depositor,  NORWEST BANK
     MINNESOTA,  NATIONAL ASSOCIATION,  as Trustee and Master Servicer, pursuant
     to which the Structured Asset Securities  Corporation Mortgage Pass-Through
     Certificates  Series 1998-5 Trust  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, 1998.

                     a)   Mellon 

              (99.2) Report of Management as to Compliance with
                     Minimum Servicing Standards for the year
                     ended December 31, 1998.

                     a)   Mellon 

              (99.3) Annual Statements of Compliance under the
                     Pooling and Servicing Agreements for the
                     year ended December 31, 1998.

                     a)   Mellon 

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

            (b)  On  October 7, 1998, November 9, 1998, and
                 December 4, 1998, 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:

Structured Asset Securities Corporation
Mortgage Pass-Through Certificates
Series  1998-5 Trust

Signed:   Nowest Bank Minnesota, N.A., as Master Servicer

By:   Sherri J. Sharps, Vice president
By:  /s/  Sherri J. Sharps, Vice president

Dated:  December 15, 1999


Exhibits
Exhibit No.

99.1 Annual  Independent  Accountants'  Servicing Reports  concerning  servicing
     activities for the year ended December 31, 1998.

                     a)   Mellon 

99.2 Report of Management as to Compliance with Minimum Servicing  Standards for
     the year ended December 31, 1998.

                     a)   Mellon 

99.3 Annual Statements of Compliance under the Pooling and Servicing  Agreements
     for the year ended December 31, 1998.

                     a)   Mellon 

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

  Filed herewith.
  Previously filed.

EX-99.1(A)

(LOGO)
700 Louisiana
Houston, TX 77002
Telephone 713 319 2000
Fax 713 319 2041


                          Independent Auditors' Report

The Board of Directors
Mellon Mortgage Company:

We have examined  management's  assertion about Mellon  Mortgage  Company's (the
Company)  compliance  with the  minimum  servicing  standards  set  forth in the
Mortgage  Bankers  Association  of America's  (MBA) Uniform  Single  Attestation
Program for Mortgage  Bankers,  as of and for the year ended  December 31, 1998,
included in the accompanying  Management  Assertion  (Residential  Mortgage Loan
Servicing).  Management is responsible  for the Company's  compliance with those
minimum  servicing  standards.  Our  responsibility  is to express an opinion on
management's assertion about the Company'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 the Company'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 the  Company's  compliance  with the minimum  servicing
standards.

In our opinion, management's assertion that Mellon Mortgage Company has complied
in all material respects with the  aforementioned  minimum servicing  standards,
except minimum  servicing  standard I.1.  related to ensuring that all custodial
and clearing  accounts are reconciled on a monthly basis and  reconciling  items
are cleared in a timely manner in the Denver Servicing center, as of and for the
year ended December 31, 1998, is fairly stated, in all material respects.

KPMG LLP

January 22, 1999

EX-99.2(A)

Mellon Mortgage
1900 St. James Place
Suite 400
Houston. TX 770.50


January 22, 1999

                              MANAGEMENT ASSERTION
                      (RESIDENTIAL MORTGAGE LOAN SERVICING)
As of and for the year ended  December 31,  1998,  Mellon  Mortgage  Company has
complied in all material respects with the minimum servicing standards set forth
in  the  Mortgage  Bankers    Association  of  America's  (MBA)  Uniform  Single
Attestation Program for Mortgage Bankers., except for minimum servicing standard
I.1. related to ensuring that all custodial and clearing accounts are reconciled
on a monthly basis and that reconciling items are cleared in a timely mannerr in
the Denver  Servicing  Center.  As of and for this same period,  Mellon Mortgage
Company had in effect a fidelity bond in the amount of  $300,000,000  and errors
and omissions  policy in the amount of $35,000,000  and did not receive a notice
from its insurer (Aetna) that the insurer has taken or intends to take action to
cancel,  reduce, not renew, or restrictively  modify the fidelity or mortgagee's
E&O policies for any reason.

Sincerely,

Paul Holmes
President & CEO

Michael I. Kula
Chief Operating Officer

Steven G. Froseth
Chief Financial Officer

EX-99.3(A)

Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Master Servicing

RE: Officer's Certificate

Dear Master Servicer:.

The undersigned Officer certifies the following for the 1998 fiscal year:.

(A)I have reviewed the  activities and  performance  of the Servicer  during the
preceding  fiscal  year  under  the  terms  of the  Servicing  Agreement,  Trust
Agreement,  Pooling and Servicing Agreement and/or  Seller/Servicer Guide and to
the best of these  Officers'  knowledge,  the Servicer has  fulfilled all of its
duties,  responsibilities or obligations under these Agreements  throughout such
year,  or if there has been a default or failure of the  servicer to perform any
of such duties,  responsibilities or obligations,  a description of each default
or failure and the nature and status  thereof has been  reported to Norwest Bank
Minnesota, N.A.;


(B) I have  confirmed  that the Servicer is currently an approved  FNMA or FHLMC
servicer in good standing;

(C)I have confirmed  that the Fidelity Bond, the Errors and Omissions  Insurance
Policy and any other bonds required under the terms of the Servicing  Agreement,
Trust Agreement,  Pooling and Servicing Agreement and/or  Seller/Servicer  Guide
are in full force and effect;

(D)All premiums for each Hazard  Insurance  Policy,  Flood Insurance  Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable),  with respect
to each Mortgaged Property,  have been paid and that all such insurance policies
are in full force and effect;

(E)All  real  estate  taxes,  governmental  assessments  and any other  expenses
accrued and due, that if not paid could result in a lien or  encumbrance  on any
Mortgaged  Property,  have been paid,  or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the non-payment
has been reported to Norwest Bank Minnesota, N.A.;


(F) All Custodial Accounts have been reconciled and are properly funded; and

(G)All annual  reporting of Foreclosure and  Abandonment of Mortgage  Property
required per section 6050H,  6050J and 6050P of the Internal  Revenue Code,
respectively, have been prepared and filed.

Certified By:

Officer

Vice President
Title

4/2/99
Date