MORGAN J P COMMERCIAL MORTGAGE FINANCE CORP
8-K, 1997-01-21
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) January 16, 1997
                                    ----------------
 

                 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 Sheets.
- --------------------------------

     In  connection with  the  proposed offering  of  J.P. Morgan  Commercial
Mortgage Finance Corp.  (the "Company")  Mortgage Pass-Through  Certificates,
Series 1997-C4, J.P. Morgan Securities Inc. (the "Underwriter"), has prepared
certain  materials (the  "Collateral Term  Sheets") 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 Sheets.

     The Collateral Term  Sheets are  attached hereto as  Exhibit 99.   These
Collateral Term Sheets  supersede any prior collateral information  which may
have been previously filed with the Securities and Exchange Commission.



Item 7.  Financial Statements, Pro Forma Financial
- ----     -----------------------------------------
         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 Sheets


                                  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: Vice President


Dated:    January 17, 1997

                                Exhibit Index
                                -------------



Exhibit                                                                Page
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99.  Collateral Term Sheets                                              6




                                  EXHIBIT 99



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