GMAC COMMERCIAL MORTGAGE SECURITIES INC
8-K, 1996-11-06
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 Exchange Act of 1934, as amended


       Date of Report (Date of earliest event reported): November 1, 1996


                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

        (as depositor under the Pooling and Servicing Agreement, dated as
          of November 1, 1996, providing for the issuance of Commercial
                    Pass-Through Certificates, Series 1996-C1


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


      Delaware                      33-94448              23-2811925
      --------                      --------              ----------
(State or Other Jurisdiction        (Commission           (I.R.S. Employer
of Incorporation)                   File Number)          Identification Number)

650 Dresher Road
Horsham, Pennsylvania                                     19044
- ---------------------                                     -----
(Address of Principal                                     (Zip Code)
Executive Offices)

Registrant's telephone number, including area code:  (215) 682-3480
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<PAGE>


                                       -2-

         Item 5.           OTHER EVENTS.

                  On or about November 7, 1996, the Registrant expects to cause
         the issuance and sale of Commercial Pass-Through Certificates, Series
         1996-C1 (the "Certificates") pursuant to a Trust Agreement, to be dated
         as of November 1, 1996, among the Registrant, GMAC Commercial Mortgage
         Corporation as master servicer and special servicer, and State Street
         Bank and Trust Company as trustee.

                  In connection with the expected sale of the Certificates,
         Goldman, Sachs & Co. ("Goldman") and Morgan Stanley & Co. Incorporated
         ("Morgan") (together, the "Underwriters") have advised the Registrant
         that Morgan has furnished to prospective investors certain yield tables
         and other computational materials (the "Computational Materials") with
         respect to the Certificates following the effective date of
         Registration Statement No. 33-94448, which Computational Materials are
         being filed as exhibits to this report.

                  The Computational Materials have been provided by Morgan. The
         information in the Computational Materials is preliminary and may be
         superseded by the Prospectus Supplement relating to the Certificates
         and by any other information subsequently filed with the Securities and
         Exchange Commission.

                  The Computational Materials were prepared by Morgan at the
         request of certain prospective investors, based on assumptions provided
         by, and satisfying the special requirements of, such prospective
         investors. The Computational Materials may be based on assumptions that
         differ from the assumptions set forth in the Prospectus Supplement. The
         Computational Materials may not include, and do not purport to include,
         information based on assumptions representing a complete set of
         possible scenarios. Accordingly, the Computational Materials may not be
         relevant to or appropriate for investors other than those specifically
         requesting them.

                  In addition, the actual characteristics and performance of the
         mortgage loans underlying the Certificates (the "Mortgage Loans") may
         differ from the assumptions used in the Computational Materials, which
         are hypothetical in nature and which were provided to certain investors
         only to give a general sense of how the yield, average life, duration,
         expected maturity, interest rate sensitivity and cash flow
         characteristics of a particular class of Certificates might vary under
         varying prepayment and other scenarios. Any difference between such
         assumptions and the actual characteristics and performance of the
         Mortgage Loans will affect the actual yield, average life, duration,
         expected maturity, interest rate sensitivity and cash flow
         characteristics of the Certificates.




<PAGE>


                                       -3-

Item 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


       (a)   FINANCIAL STATEMENTS.

             Not applicable.

       (b)   PRO FORMA FINANCIAL INFORMATION.

             Not applicable.

       (c)   EXHIBITS


                             Item 601 (a) of
             Exhibit         Regulation S-K
             Number          Exhibit No.                Description
             ------          -----------                -----------


             1                       99                 Computational Materials





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                                   SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                            GMAC COMMERCIAL MORTGAGE
                                            SECURITIES, INC.



                                            By: /s/  Elisa George
                                               ---------------------
                                            Name:  Elisa George
                                            Title: Vice President
                                                   and Authorized Signatory


Dated:  November 6, 1996


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                                  EXHIBIT INDEX


                      Item 601 (a) of                               Sequentially
       Exhibit        Regulation S-K                                Numbered
       Number         Exhibit No.         Description               Page
       ------         -----------         -----------               ----

          1                99             Computational Materials   P






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