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
February 24, 1997
(date of earliest event reported)
PNC MORTGAGE SECURITIES CORP.
as Depositor and Master Servicer under a
Pooling and Servicing Agreement
dated as of February 1, 1997
providing for the issuance of
$177,376,357.45
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-2
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 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
Not Applicable.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
23.1 The consent of Coopers & Lybrand L.L.P., independent
accountants, to the incorporation by reference of certain
financial statements of MBIA Insurance Corporation and
and its subsidiaries.
Item 8. Change in Fiscal Year.
Not Applicable.
<PAGE>
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 hereunto duly authorized.
PNC MORTGAGE SECURITIES CORP.
Date: February 24, 1997 By: /s/ Thomas G. Lehmann
----------------------
Thomas G. Lehmann
Vice President and General Counsel
<PAGE>
EXHIBIT INDEX
Exhibit
23.1 The consent of Coopers & Lybrand L.L.P.,
independent accountants, to the
incorporation by reference of certain
financial statements of MBIA Insurance
Corporation and its subsidiaries.
<PAGE>
EXHIBIT 23.1
[COOPERS & LYBRAND L.L.P. LETTERHEAD]
------------------
We consent to the incorporation by reference in this Prospectus Supplement
relating to PNC Mortgage Securities Corp.'s Mortgage Pass-Through
Certificates, Series 1997-2, issued under PNC Mortgage Securities Corp.'s
Registration Statement on Form S-3, file number 33-84896, of our report
dated January 22, 1996, on our audits of the consolidated financial state-
ments of MBIA Insurance Corporation and Subsidiaries as of December 31, 1995
and 1994 and for the three years ended December 31, 1995. We also consent to
the reference to our firm under the caption "Experts" in the Prospectus
Supplement.
/s/ COOPERS & LYBRAND L.L.P.
-----------------------------
COOPERS & LYBRAND L.L.P.
New York, New York
February 21, 1997
