MORGAN J P COMMERCIAL MORTGAGE FINANCE CORP
8-K, 1998-03-04
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) February 27, 1998
                                   -----------------



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


         Delaware                  333-31095          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) 648-9344
                                                         --------------

 __________________________________________________________________________

Item 5.   Other Events
- ----      ------------

Filing of Computational Materials.
- ---------------------------------

     In  connection  with the  proposed  offering of  J.P.  Morgan Commercial
Mortgage  Finance Corp.  (the "Company") Mortgage  Pass-Through Certificates,
Series  1998-C6, J.P. Morgan Securities Inc. (the "Underwriter") has prepared
certain materials (the  "Computational Materials") for distribution  to their
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
Computational Materials.

     For the  purposes of this  Form 8-K, Computational Materials  shall mean
computer generated tables and/or charts displaying, with respect to any Class
or  Classes of  Certificates,  any  of the  following:  yield; average  life;
duration;  expected maturity;  interest rate  sensitivity; loss  sensitivity;
cash  flow characteristics;  background  information regarding  the  mortgage
loans;  the  proposed  structure; decrement  tables;  or  similar information
(tabular  or   otherwise)  of   a  statistical,   mathematical,  tabular   or
computational nature.   The  Computational Materials  are attached  hereto as
Exhibit 99.

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

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

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

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

         99                   Computational Materials on
                              Form SE dated February 27, 1998



                                  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/ Bianco Russo       
                               ----------------------
                               Name:  Bianco Russo
                               Title: Vice President




Dated:    March 2, 1998





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



Exhibit                                                                  Page
- -------                                                                  ----

99.  Computational Materials filed on Form SE
     dated February 27, 1998                                                6








               IN ACCORDANCE WITH RULE 311 OF REGULATION S-T, 
           THESE COMPUTATIONAL MATERIALS ARE BEING FILED IN PAPER.



                                  EXHIBIT 99




                           COMPUTATIONAL MATERIALS

                                     for

                J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.

              MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-C6






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