SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration under 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 333-24489
MORTGAGE CAPITAL FUNDING, INC.
(Issuer in respect of Multifamily/Commercial
Mortgage Pass-Through Certificates, Series 1997-MC2)
(Exact name of registrant as specified in its charter)
399 Park Avenue, 3rd Floor
New York, New York 10043
(212) 559-0163
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
Multifamily/Commercial Mortgage Pass-Through Certificates,
Series 1997-MC2 (Title of each class of securities
covered by this Form)
Not Applicable
(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)(ii) [ ]
Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 15d-6 [x]
Rule 12h-3(b)(1)(i) [ ]
Approximate number of holders of record as of the certification or notice
date: 71
Pursuant to the requirements of the Securities Exchange Act of 1934,
Mortgage Capital Funding, Inc. has caused this certification/notice to be signed
on its behalf by the undersigned duly authorized person.
Dated as of: January 21, 1998 By:/s/ Richard L. Jarocki, Jr.
_____________________________
Richard L. Jarocki, Jr.
Vice President
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.
