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SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, NW
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 29, 1997
(date of earliest event reported)
PNC MORTGAGE SECURITIES CORP.
as Depositor and Master Servicer under a
Pooling and Servicing Agreement
dated as of April 1, 1997
providing for the issuance of
$446,638,440
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-3
Delaware 33-84896 T/B/D
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
Incorporation) Number)
75 NORTH FAIRWAY DRIVE
VERNON HILLS, ILLINOIS 60061
(Address of principal executive offices)
Registrant's telephone number, including area code:
(847) 549-6500
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Item 5. Other Events
The tables and materials filed separately, under cover of Form
SE in accordance with Rule 202 of Regulation S-T pursuant to a
continuing hardship exemption, 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. Accordingly, such
tables and other materials may not be relevant to or appropriate for
investors other than those specifically requesting them.
Item 7. Financial Statements and Exhibits
The following Exhibit is filed separately, under cover of Form
SE in accordance with Rule 202 of Regulation S-T pursuant to a
continuing hardship exemption.
P 99.1 Certain Computational Materials prepared by the
Underwriter in connection with PNC Mortgage Securities
Corp. Mortgage Pass-Through Certificates, Series 1997-3.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Prospectus and Prospectus Supplement of PNC
Mortgage Securities Corp. relating to its Mortgage Pass-Through Certificates,
Series 1997-3.
SIGNATURES
Pursuant to the requirements 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.
PNC MORTGAGE SECURITIES CORP.
Date: April 29, 1997 By: /s/ Thomas G. Lehmann
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Thomas G. Lehmann
Vice President and
General Counsel
