HEADLANDS MORTGAGE SECURITIES INC
8-K, 1997-10-29
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)  October 28, 1997

                       HEADLANDS MORTGAGE SECURITIES INC.           
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     (Exact name of registrant as specified in its charter)

         Delaware                 333-32485         68-0397342  
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(State or Other Jurisdiction  (Commission         (I.R.S. Employer
     of Incorporation)        File Number)        Identification No.)

700 Larkspur Landing Circle
Suite 240
Larkspur, California                                94939  
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(Address of Principal                             (Zip Code)
 Executive Offices)

Registrant's telephone number, including area code (415) 461-6790
                                                   ----- --------

Item 5.  Other Events.
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Filing of Computational Materials.
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     In  connection with  the offering  of the Headlands  Mortgage Securities
Inc. Mortgage Pass-Through Certificates, Series 1997-5 (the  "Certificates"),
Donaldson, Lufkin &  Jenrette Securities Corporation (the  "Underwriter"), as
underwriter  of the Certificates,  has separately prepared  certain materials
(the  "Computational Materials") for distribution to its potential investors.
Although Headlands Mortgage  Securities Inc. (the "Registrant")  has provided
the Underwriter with certain information regarding the characteristics of the
mortgage loans in the related portfolio (the "Loans"), it did not participate
in the  preparation of  the Computational Materials.   Concurrently  with the
filing hereof,  pursuant to Rule  202 of  Regulation S-T,  the Registrant  is
filing the Computational Materials by paper filing on Form SE in  reliance on
a continuing hardship exemption.

     For  purposes  of this  Form  8-K,  Computational  Materials shall  mean
computer  generated  tables and/or  charts  displaying, with  respect  to the
Certificates, any of  the following: yield; average  life, duration; expected
maturity;   interest   rate   sensitivity;   loss   sensitivity;  cash   flow
characteristics;  background information  regarding the  Loans; the  proposed
structure; decrement tables; or similar information (tabular or otherwise) of
a   statistical,  mathematical,  tabular   or  computational  nature.     The
Computational  Materials of  the Underwriter are  attached hereto  as Exhibit
99.1.


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

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

     99.1 Computational Materials of the Underwriter.




                                  SIGNATURES

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

                              HEADLANDS MORTGAGE SECURITIES INC.



                              By:  /s/ Kristen Decker      
                                  -------------------------
                                Name:  Kristen Decker
                                Title: Vice President


Dated:  October 27, 1997


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

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

99.1 Computational Materials for                    6
     Donaldson, Lufkin & Jenrette
     Securities Corporation (P)



                                 Exhibit 99.1
                               ------------


     In  accordance with  Rule  202  of  Regulation  S-T,  the  Computational
Materials  are  being  filed on  paper  pursuant  to Form  SE  pursuant  to a
continuing hardship exemption.




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