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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
March 26, 1998
(date of earliest event reported)
PNC MORTGAGE SECURITIES CORP.
as Depositor and Master Servicer under a
Pooling and Servicing Agreement
dated as of March 1, 1998
providing for the issuance of
$488,635,657.19
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-3
Delaware 333-38121 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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Items 1 through 6 and Item 8 are not included because they are not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit
Number
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23.1 Consent of Coopers & Lybrand L.L.P.
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: March 26, 1998 By: /s/ Thomas G. Lehmann
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Thomas G. Lehmann
Vice President and
General Counsel
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Exhibit
Number
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23.1 Consent of Coopers & Lybrand L.L.P.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement
of PNC Mortgage Securities Corp. Mortgage Pass-Through Certificates,
Series 1998-3, of our report dated February 3, 1997, on our audits of the
consolidated financial statements of MBIA Insurance Corporation and
Subsidiaries as of December 31, 1996 and 1995 and for each of the three
years in the period ended December 31, 1996. We also consent to the
reference to our firm under the caption "Experts" in such Prospectus
Supplement.
/s/ Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
New York, New York
March 18, 1998
