HEADLANDS MORTGAGE SECURITIES INC
8-K, 1997-11-25
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)  November 25, 1997

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

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

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

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

<PAGE>
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 1997-6 (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.
<PAGE>

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.
<PAGE>
                                  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:  November 24, 1997

<PAGE>
                                Exhibit Index
                                -------------

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

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


<PAGE>
                                 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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