<PAGE> 1
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) September 28, 1998
------------------
BA Mortgage Securities, Inc. (as depositor under a
Pooling and Servicing Agreement dated as of September 1, 1998 providing for,
inter alia, the issuance of Mortgage Pass-Through Certificates, Series 1998-5)
------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-53933 94-324470
---------------------------- ----------- ------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
345 Montgomery Street, Lower Level #2, Unit #8152, San Francisco, CA 94104
--------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (415) 622-3676
--------------
-----------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
Item 5. Other Events.
-------------
The tables and materials filed separately under Cover of Form SE in
accordance with Rule 311 of Regulation S-T were prepared by Donaldson, Lufkin &
Jenrette Securities Corporation (the "Underwriter") at the request of certain
prospective investors, based on assumptions provided by, and satisfying the
special requirements of, such prospective investors. Such tables and assumptions
may be based on assumptions that differ from the Structuring Assumptions (as
described in the Registrant's Prospectus Supplement dated September 23, 1998
relating to its Mortgage Pass-Through Certificates, Series 1998-5). Accordingly,
such tables and other materials may not be relevant or appropriate for investors
other than those specifically requesting them.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
(See attached Exhibit Index.)
<PAGE> 3
Pursuant to the requirments 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.
BA MORTAGE SECURITIES, INC.
By: /s/ John Isbrandtsen
-----------------------------
Name: John Isbrandtsen
Title: Vice President
Dated: September 25, 1998
<PAGE> 4
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Numbers Description of Exhibit Pages
- ------- ---------------------- -----
99.1 Certain computational materials prepared by the
Underwriter in connection with Registrant's Mortgage
Pass-Through Certificates, Series 1998-5*
- ----------
* Exhibit filed separately under cover of Form SE in accordance with
Rule 311 of Regulation S-T.
