DEUTSCHE MORTGAGE & ASSET RECEIVING CORP SERIES 1998-C1
8-K, 1998-04-01
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 and Exchange Act of 1934


Date of Report: March 26, 1998
(Date of earliest event reported)




                 Deutsche Mortgage & Asset Receiving Corporation
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                333-08328                 04-3310019
- -------------------------------------------------------------------------------
     (State or Other             (Commission             (I.R.S. Employer
     Jurisdiction of             File Number            Identification No.)
      Incorporation



         One International Place - Room 520, Boston, Massachusetts 02110
- -------------------------------------------------------------------------------
                      Address of Principal Executive Office



       Registrant's telephone number, including area code: (617) 951-7690



<PAGE>



Item 5.       Other Events.

     Attached as Exhibit 99 to this Current  Report are certain  materials  (the
"Computational  Materials")  furnished  to the  Registrant  by  Deutsche  Morgan
Grenfell  Inc.,  Morgan  Stanley & Co.  Incorporated,  and Llama  Company,  L.P.
(collectively,   the  "Underwriters"),   the  underwriters  in  respect  of  the
Registrant's Commercial Mortgage Pass-Through Certificates,  Series 1998-C1 (the
"Certificates"). The Certificates are being offered pursuant to a Prospectus and
related Prospectus Supplement (together, the "Prospectus"),  which will be filed
with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933,
as amended (the "Act").  The Certificates  have been registered  pursuant to the
Act  under  a  Registration   Statement  on  Form  S-3  (No.   333-08328)   (the
"Registration Statement").  The Registrant hereby incorporates the Computational
Materials by reference in the Registration Statement.

     The Computational  Materials were prepared solely by the Underwriters,  and
the  Registrant  did  not  prepare  or  participate  in the  preparation  of the
Computational Materials.

     Any statement or information contained in the Computational Materials shall
be deemed to be modified or superseded  for purposes of the  Prospectus  and the
Registration Statement by statements or information contained in the Prospectus.


<PAGE>


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

(c)  Exhibits

Exhibit 99        Computational Materials.



<PAGE>





     Pursuant to the  requirements of the Securities Act of 1934, the Registrant
has duly  caused  this  report to be signed on behalf of the  Registrant  by the
undersigned thereunto duly authorized.

                               DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION


                               By:  /s/ Nancy D. Smith
                                   -------------------
                                        Nancy D. Smith
                                        President

Date: March 31, 1998





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