HEADLANDS MORTGAGE SECURITIES INC
8-K, 1997-06-26
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 24, 1997

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

         Delaware                 333-16679         68-039-7342  
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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                                94104  
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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 1997-3 (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/ Gilbert J. Macquarrie
                                  -----------------------------
                                  Name:   Gilbert J. Macquarrie
                                  Title:  Vice President



Dated:  June 24, 1997


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

Exhibit                                                          Page
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99.1     Computational Materials of Donaldson,
         Lufkin & Jenrette Securities Corporation (P)              6



                                 Exhibit 99.1                               
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     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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