FIRST UNION COMMERCIAL MORTGAGE SECURITIES INC
15-15D, 1998-01-30
ASSET-BACKED SECURITIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                      Commission File Number:   033-97994

                First Union Commercial Mortgage Securities, Inc.
             (Exact name of registrant as specified in its charter)

          One First Union Center, Charlotte, North Carolina 28228-0600
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


    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 and Class IO
            (Title of each class of securities covered by this Form)


                                      None
       (Titles of all other classes of securities for which a duty to file
                 reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate, the appropriate rule provision(s)
         relied upon to terminate or suspend the duty to file reports:

      Rule 12g- 4(a)(1)(i)   [ ]     Rule 12h 3(b)(1)(i)   [ ]
      Rule 12g-4(a)(1)(ii)   [ ]     Rule 12h 3(b)(1)(ii)  [ ]
      Rule 12g-4(a)(2)(i)    [ ]     Rule 12h 3(b)(2)(i)   [ ]
      Rule 12g-4(a)(2)(i)    [ ]     Rule 12h 3(b)(2)(ii)  [ ]
                                     Rule 15d-6            [X]

Approximate number of holders of record as of the certification 
or notice date:     169

Pursuant to the requirements of the Securities Exchange Act of 1934, Merrill
Lynch Mortgage Investors, Inc. has caused this certification/notice to be signed
on its behalf by the undersigned duly authorized person.

Date:   January 30, 1998               By: /s/ Jay Powers
                                         Name: Jay Powers
                                         Title: Attorney-in-Fact

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.




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