MORGAN J P COMMERCIAL MORTGAGE FINANCE CORP
8-K, 1996-06-12
ASSET-BACKED SECURITIES
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                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934


                    Date of report (Date of earliest event
                           reported) June 12, 1996
                                    -------------



                 J.P. Morgan Commercial Mortgage Finance Corp.    
           ------------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)


         Delaware                  333-4554           13-3789046    
- ----------------------------     ------------     ------------------
(State or Other Jurisdiction     (Commission      (I.R.S. Employer
     of Incorporation)           File Number)     Identification No.)


                                60 Wall Street
                          New York, New York  10260   
                      -------------------------------
                       (Address of Principal Executive
                            Offices and Zip Code)

      Registrant's telephone number, including area code (212) 648-3636
                                                        --------------

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Item 5.   Other Events
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Filing of Collateral Term Sheet.
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     In  connection with  the  proposed offering  of  J.P. Morgan  Commercial
Mortgage Finance  Corp. (the  "Company") Mortgage  Pass-Through Certificates,
Series  1996-C3,  J.P.   Morgan  Securities  Inc.  (the   "Underwriter"),  as
underwriter of  the  certificates,  has  prepared  a  collateral  term  sheet
containing  descriptive data  about the  collateral  underlying the  proposed
offering  (the "Collateral  Term Sheet")  for distribution  to its  potential
investors.    Although  the  Company provided  the  Underwriter  with certain
information  regarding the  characteristics  of  the  Mortgage Loans  in  the
related  portfolio,  it  did  not  participate  in  the  preparation  of  the
Collateral Term Sheet.  

     The  Collateral  Term Sheet  is attached  hereto  as Exhibit  99.   This
Collateral Term Sheet  supersedes any prior collateral information  which may
have been previously filed with the Securities and Exchange Commission.


                                      3

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Item 7.  Financial Statements, Pro Forma Financial
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         Information and Exhibits.
         ------------------------

(a)  Not applicable.
(b)  Not applicable.
(c)  Exhibits.

     The following  is filed herewith.   The exhibit number  corresponds with
Item 601(b) of Regulation S-K.

     Exhibit No.                   Description
     -----------                   -----------

         99                   Collateral Term Sheet


                                      4

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                                  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.

                           J.P. MORGAN COMMERCIAL MORTGAGE 
                             FINANCE CORP.



                           By: /s/ Michael A. Jungman
                               ----------------------
                               Name:  Michael A. Jungman
                               Title: President




Dated:    June 12, 1996



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                                Exhibit Index
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Exhibit                                                                  Page
- -------                                                                  ----

99.     Collateral Term Sheet                                              6



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                                  EXHIBIT 99




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