FIRST UNION COMMERCIAL MORTGAGE SECURITIES INC
8-K, 1997-05-01
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 (Date of earliest event reported): April 29, 1997


                FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC.

      (Exact name of registrant as specified in its governing instruments)


       North Carolina                    33-97994                56-1643598
(State or other jurisdiction     (Commission File Numbers)    (I.R.S. Employer
    of Incorporation)                                        Identification No.)

                             One First Union Center
                         Charlotte, North Carolina 28228
                    (Address of Principal Executive Offices)


       Registrant's telephone number, including area code: (704) 374-6161

                      Exhibit Index appears on page 5

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Item 5.  Other Events

                  On or about May 29, 1997 the Registrant will cause the
issuance and sale of approximately $1,317,603,420 initial principal amount of
Commercial Mortgage Pass-Through Certificates, Series 1997-C1, Class A-1, Class
A-2, Class A-3, Class B, Class C, Class D, Class E, Class IO, Class F, Class G,
Class H, Class J, Class K, Class R-I, Class R-II and Class R-III (collectively,
the "Certificates") pursuant to a Pooling and Servicing Agreement to be dated as
of May 1, 1997, among the Registrant, First Union National Bank of North
Carolina as master servicer, Criimi Mae Services Limited Partnership, as special
servicer and State Street Bank and Trust Company, as trustee (the "Pooling and
Servicing Agreement").

                  In connection with the sale of the Series 1997-C1, Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D, Class E and Class IO
Certificates (collectively, the "Underwritten Certificates"), the Registrant has
been advised by Lehman Brothers Inc. and First Union Capital Markets Corp.
(together, the "Underwriters") that either one or both of the Underwriters have,
following the effective dates of Registration Statement No. 33-97994, furnished
to one or more prospective investors on April 29, 1997 and April 30, 1997
certain Collateral Term Sheets setting forth certain information about certain
of the mortgage loans expected to be deposited in trust under the Pooling and
Servicing Agreement (the "Collateral Term Sheets"). The Collateral Term Sheets
are being filed as exhibits to this report.

                  The Collateral Term Sheets have been provided by First Union
Capital Markets Corp. The information in the Collateral Term Sheets is
preliminary and will be superseded by the Prospectus Supplement relating to the
Underwritten Certificates and by any other information subsequently filed with
the Securities and Exchange Commission.



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Item 7.           Financial Statements and Exhibits

          (a)     Financial Statements.

                  Not applicable.

          (b)     Pro Forma Financial Information.

                  Not applicable.

          (c)     Exhibits.

                           Item 601(a) of Regulation
Exhibit Number                  S-K Exhibit No.           Description
- --------------             -------------------------      -----------
      1                           99                   Collateral Term Sheet

      2                           99                   Collateral Term Sheet


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                                   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.



                                          FIRST UNION COMMERCIAL MORTGAGE
                                          SECURITIES, INC.



                                          By:  /s/  Michael G. Greco
                                                Name: Michael G. Greco
                                                Title:  Senior Vice President

Dated:  May 1, 1997




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                                  EXHIBIT INDEX




                              Item 601(a) of Regulation
Exhibit Number                S-K Exhibit No.                 Description
- --------------                -------------------------       -----------
      1                           99                    Collateral Term Sheet

      2                           99                    Collateral Term Sheet


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                                    EXHIBIT 1


DEAL WILL CONSIST OF 284 MORTGAGE LOANS 60.4% OF WHICH WERE PRODUCED BY A LEHMAN
AFFILIATE AND 39.6% PRODUCED BY FIRST UNION NAT BK.

This is for your information only and is not an offer to sell or a solicitation
of an offer to buy the securities mentioned. The information has been obtained
or derived from sources believed by us to be reliable, but we do not represent
that it is accurate or complete. Any opinions or estimates contained in this
information constitute our judgment as of this date and are subject to change
without notice. First Union Capital Markets Corp. (FUCMC) or its affiliates may
provide advice or may from time to time acquire, hold or sell a position in the
securities mentioned herein. FUCMC is a subsidiary of First Union Corporation
and is a member of the NASD and SIPC.








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                                    EXHIBIT 2

First Union Capital Markets
Commercial Real Estate Finance

List of Actual/360 Loans

                        Property Name                           Balance
                        -------------                           -------

  1.        Potrero Center                                     33,388,968
  2.        Rivertowne Commons Shopping Center                 28,715,037
  3.        Riverview Plaza Shopping Center                    23,982,082
  4.        Indian Trace                                        6,843,890
  5.        Parsippany Hampton Inn                              5,770,162
  6.        Page Plaza                                          5,696,032
  7.        Marketplace Mall                                    5,395,082
  8.        Marriot Courtyard-Tampa                             5,350,514
  9.        Southwind Plaza Shopping Center                     5,203,955
  10.       Hampton Inn - Newport News                          5,092,603
  11.       Daytona Beach Mall                                  4,935,397
  12.       Cascade Crossing Shopping Center                    4,497,291
  13.       Marriot Courtyard - Knoxville                       4,365,340
  14.       Holiday Inn - Lakeland South                        3,894,433
  15.       Oakwood Village Shopping Center                     3,818,438
  16.       Sunset Foothills                                    3,785,188
  17.       Residence Inn - Savannagh                           3,741,863
  18.       Holiday Inn North                                   3,619,743
  19.       Comfort Inn                                         3,596,984
  20.       Marriot Courtyard - Athens                          3,497,068
  21.       Comfort Inn                                         3,496,943
  22.       Riverwalk Terrace Apartments                        3,181,915
  23.       Safeway Food Store # 0837                           2,629,242
  24.       Baywood Plaza Shopping Center                       2,588,270
  25.       Country Gardens                                     2,522,748
  26.       Potomac Festival II                                 2,132,117
  27.       Weatheredge                                         2,098,176
  28.       Village Square West                                 1,956,904
  29.       Cedartown North SC                                  1,867,950
  30.       Lyons Court                                         1,599,079
  31.       The Royale Apartments                               1,473,719
  32.       Gerlands Food Fair                                  1,409,264
  33.       Sierra Valencia Business Park                       1,402,799
  34.       Westwinds Village                                   1,396,450
  35.       Kroger - Friendswood                                1,393,801
                                                             -------------

                                                              196,339,445
                                                             =============

         Investors should read the Underwriter's Statement which accompanies
these Computational Materials.  If the Statement is not included, please
contact your account representative.  Do not use or rely on this information if
you have not received and reviewed the Statement. These Computational Materials
have been based upon the assumptions described above. These assumptions will
most likely not represent the actual experience of the Mortgage Pool in the
future. The Computational Materials are intended to illustrate variations in
yield on the Offered Securities (referred to in the Statement) under such
assumptions. No representation is made herein as to the actual rate or timing
of principal payments or prepayments on any of the underlying Mortgage Loans in
the Mortgage Pool or the performance characteristics of the Offered Securities.




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