SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

October 30, 2002

STRUCTURED ASSET SECURITIES CORPORATION (as Depositor under the Trust Agreement, dated as of October 1, 2002, providing for the issuance of Structured Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-23XS)

Structured Asset Securities Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction
Of Incorporation)

333-92140
(Commission
File Number)

74-2440850
(I.R.S. Employer
Identification No.)

745 7^th Avenue, 7^th Floor
New York, New York
(Address of Principal
Executive Offices)

10019
(Zip Code)

Registrant’s telephone number, including area code: (212) 526-7000

None

(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events

The Registrant registered issuances of Structured Asset Securities Corporation Mortgage Pass-Through Certificates Series 2002-23XS on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Act”), by a Registration Statement on Form S-3 (Registration File No. 333-92140) (the “Registration Statement”). Pursuant to the Registration Statement, the Registrant issued $537,131,000 aggregate principal amount of Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A-IO, Class M1 and Class M2 Certificates of its Structured Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-23XS on October 30, 2002. This Current Report on Form 8-K is being filed to satisfy an undertaking, contained in the definitive Prospectus dated October 28, 2002, as supplemented by the Prospectus Supplement dated O ctober 28, 2002 (the “Prospectus Supplement”), to file a copy of the Trust Agreement (as defined below) and other operative agreements executed in connection with the issuance of the Certificates, a form of which was filed as an exhibit to the Registration Statement.

The Certificates were issued pursuant to a Trust Agreement (the “Trust Agreement”), attached hereto as Exhibit 4.1, dated as of October 1, 2002, among Structured Asset Securities Corporation, as depositor, Aurora Loan Services Inc., as Master Servicer, Wells Fargo Bank Minnesota, National Association, as Securities Administrator and Bank One, National Association, as Trustee. The “Certificates” consist of the following classes: Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A-IO, Class M1, Class M2, Class E, Class P, Class X and Class R. The Certificates evidence all of the beneficial ownership interest in a trust fund (the “Trust Fund”) that consists primarily of a pool of certain conventional, first lien, fixed rate, fully amortizing and balloon, residential mortgage loans (the “Mortgage Loans”) with an aggregat e outstanding principal balance of $538,478,125 as of October 1, 2002, together with certain other assets. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Trust Agreement.

Item 7. Financial Statements; Pro Forma Financial Information and Exhibits

(a)

Not applicable.

(b)

Not applicable.

(c)

Exhibits:

1.1

Terms Agreement, dated October 28, 2002, between Structured Asset Securities Corporation, as Depositor, and Lehman Brothers Inc., as Representative of the Underwriters.

4.1

Trust Agreement, dated as of October 1, 2002, among Structured Asset Securities Corporation, as Depositor, Aurora Loan Services Inc., as Master Servicer, Wells Fargo Bank Minnesota, National Association, as Securities Administrator and Bank One, National Association, as Trustee.

99.1

Mortgage Loan Sale and Assignment Agreement, dated as of October 1, 2002, between Lehman Brothers Holdings Inc., as Seller, and Structured Asset Securities Corporation, as Purchaser.

99.2

Mortgage Loan Sale and Assignment Agreement, dated as of October 1, 2002, between Lehman Brothers Bank, FSB, as Seller, and Structured Asset Securities Corporation, as Purchaser.

99.3

Servicing Agreement dated as of October 1, 2002, among Aurora Loan Services Inc., as Master Servicer and Servicer, Lehman Capital, A Division of Lehman Brothers Holdings Inc., as a Seller, and Lehman Brothers Bank, FSB, as a Seller.

99.4

Reconstituted Servicing Agreement dated as of October 1, 2002, between Lehman Brothers Bank, FSB and Bank of America, N.A., as Servicer.

99.5

Mortgage Guaranty Master Policy Number 12-670-4-2787 and Endorsements (the “Master Policy”) related thereto to the Trustee in its capacity as Trustee of the Structured Asset Securities Corporation Series 2002-23XS issued by Mortgage Guaranty Insurance Corporation.

99.6

Mortgage Guaranty Commitment/Certificate supplementing the Master Policy listing each Mortgage Loan (by Loan Number, Current Balance, LTV and Coverage) covered by the Master Policy.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STRUCTURED ASSET SECURITIES

CORPORATION

By: /s/ Ellen V. Kiernan

Name: Ellen V. Kiernan
Title: Vice President

Dated: October 30, 2002

EXHIBIT INDEX

Exhibit No.

Description

Page No.

1.1

STRUCTURED ASSET SECURITIES CORP MOR PA TH CE SE 2002 23XS 8-K