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OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------------
Washington, D.C. 20549 OMB Number:
Expires:
Estimated average burden
FORM 12b-25 hours per response ..... 2.50
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR ------333-24489----------
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CUSIP NUMBER
61910DEP3 61910DEU2 61910DEV0 61910DEW8
61910DEQ1 61910DEY4 61910DFA5 61910DFC1
61910DES7 61910DFE7 61910DFG2 61910DER9
61910DET5
For Period Ended: ___December 31, 1998_____________
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________________________________________________________________________________
PART I -- REGISTRANT INFORMATION
Mortgage Capital Funding, Inc. (in respect of its Multifamily/Commercial Mortgage Pass-Through Certificates,
Series 1998-MC2)
____________________________________________________________________________________________________________________________________
Full Name of Registrant
_N/A______________________________________________________________________________________________________________________________
Former Name if Applicable
333 Park Avenue, 3rd Floor
____________________________________________________________________________________________________________________________________
Address of Principal Executive Office (Street and Number)
New York, New York 10043
____________________________________________________________________________________________________________________________________
City, State and Zip Code
PART II -- RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check appropriate box.)
|X| | (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable
| effort or expense;
|
|X| | (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR,
| or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the
| subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth
| calendar day following the prescribed due date; and
|
|_| | (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period. (Attach Extra Sheets if Needed.)
The Registrant's Report on Form 10-K for fiscal year ended December 31, 1998 with respect to its
Commercial Mortgage Pass-Through Certificates, Series 1998-MC2 (the "Certificates") could not be filed within the
prescribed time period. Pursuant to the Pooling and Servicing Agreement dated as of June 1, 1998 (the "Pooling
Agreement") pursuant to which the Certificates were issued, State Street Bank and Trust Company, as trustee (in
such capacity, the "Trustee") and on behalf of the Registrant, is to file a modified Form 10-K with respect to
the Certificates and the Trust Fund formed under the Pooling Agreement containing certain information, including
information relating to the servicers. As of March 30, 1999, the Trustee has not received all of such
information. The Registrant believes that such missing information could have been obtained earlier without
unreasonable effort or expense on the part of the Registrant or the Trustee. The Registrant intends to file the
Form 10-K on or before the 15th calendar day following the prescribed due date.
SEC 1344 (6/94)
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this notification
Amelia M. Charamba, Esq. (617) 951-2062
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of
1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If the answer
is no, identify report(s). |X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations from the corresponding period
for the last fiscal year will be reflected by the earnings statements to be included in the subject
report or portion thereof? |_| Yes |X| No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
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Mortgage Capital Funding Inc. (in respect of its Multifamily/Commercial
Mortgage Pass-Through Certifications,Series 1998-MC2)
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 1, 1999 By:State Street Bank and Trust Company, solely in
its capacity as trustee for Mortgage Capital Funding
Inc.'s Multifamily/Commercial Mortgage Pass-Through
Certificates, Series 1998-MC2 and not individually
By:/s/ David Shepherd
David Shepherd, Assistant Secretary
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