SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
                       
FORM 10-K
                       
Annual Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 
for the fiscal year ended December 31, 1998
                       
Commission File Number: 333-24489
                       
JP Morgan Commercial Mortgage Finance Corp.
Issuer in Repscet of 
Mortgage Pass-Through Certificates Series 1997-C5
(Exact Name of registrant as specified in its charter)
                       
Delaware      			13-3408716
(State or Other Juris-		(I.R.S. Employer
diction of Incorporation)     Identification No.)
  
399 Park Avenue, New York,  New York,  10043 
(Address of Principal Executive Office)
 
212-559-6899 
(Registrant's telephone number, including area code) 

  
Securities registered pursuant to Section 12(b) of the 
Act:     None
  
Securities registered pursuant to Section 12(g) of the 
Act:     None
  
Indicate by check mark whether the registrant (1) has filed 
all reports required to be filed  by Section 13 or 15(d) of 
the Securities Exchange Act of 1934 during the preceding 12 
months (or for such shorter period that the registrant was 
required to file such reports),and (2) has been subject to such 
filing requirements for the past 90 days. 
  
Yes  X   No _
  
Indicate by check mark if disclosure of delinquent filers pursuant 
to Item 405 of Regulation S-K is not contained herein, and will not 
be contained, to the best of registrant's knowledge, in definitive 
proxy or information statements incorporated by reference in part 
III of this Form 10-K or any amendment to this Form 10-K.  

Not applicable.
  
Aggregate market value of voting stock held by non-affiliates of 
the Registrant as of December 31, 1998.  

Not applicable.
  
Number of shares of common stock outstanding as of December 31, 
1998.  

Not applicable.
    


 Table of Contents
                        
  
PART I
  
Item 1. Business..................................................3
  
Item 2. Properties................................................3
  
Item 3. Legal Proceedings.........................................3
  
Item 4. Submission Of Matters To A Vote Of Security Holders.......3
  
PART II
  
Item 5. Market For Registrant's Common Equity And 
Related Shareholder Matters.......................................3
  
Item 6. Selected Financial Data...................................3
  
Item 7. Management's Discussion And Analysis Of Financial Condition 
And Results Of Operations...............................4
  
Item 8. Financial Statements And Supplementary Data...............4
  
Item 9. Changes In And Disagreements With Accountants On 
Accounting And Financial Disclosure.....................4
  
PART III
  
Item 10. Directors And Executive Officers Of The Registrant.......4
  
Item 11. Executive Compensation...................................4
  
Item 12. Security Ownership Of Certain Beneficial Owners And 
            Management......................................4
  
Item 13. Certain Relationships And Related Transactions...4
  
PART IV
  
Item 14. Exhibits, Financial Statement Schedules And Reports 
On Form 8-K.....................................4
  
Signatures................................................4
  
Exhibit Index.............................................4
    
PART I
  
ITEM 1.         BUSINESS
  
This Annual Report on Form 10-K relates to the Trust Fund 
formed, and the Commercial Mortgage Pass-Through Certificates, 
Series 1997-C5 issued, pursuant to a Pooling and Servicing 
Agreement, dated as of September 1, 1997 (the "Pooling and Servicing 
Agreement"), by and among JP Morgan Commercial Mortgage Fin. Corp.
as sponsor, Midland Loan Services, LP as master Servicer and 
special servicer, LaSalle National Bank, as Trustee and REMIC Administrator, 
and ABN AMRO Bank N.V., as fiscal agent. 
  
Capitalized terms used herein and not defined have the same 
meanings ascribed to such terms in the Pooling and Servicing 
Agreement.
  
This Annual Report is being filed by the Trustee, in its capacity 
as such under the Pooling and Servicing Agreement, on behalf of 
Registrant.  The information contained herein has been supplied 
to the Trustee by one or more of the Borrowers or other third 
parties without independent review or investigation by the 
Trustee.  Pursuant to the Pooling and Servicing Agreement, the 
Trustee is not responsible for the accuracy or completeness of 
such information.
  
ITEM 2.         PROPERTIES
  
See Exhibits 99.1 and 99.2 hereto for Servicer's Annual 
Statement of Compliance and Servicer s Independent Accountant's
Report on Servicer's servicing activities.
  
ITEM 3.         LEGAL PROCEEDINGS
  
Except for claims arising in the ordinary course of business and 
which are covered by liability insurance, there are no material 
pending legal proceedings involving the Trust Fund, the Mortgages 
comprising the Trust Fund or the Trustee, the Special Servicer or 
the Servicer with respect to or affecting their respective duties 
under the Pooling and Servicing Agreement.
  
ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY  
HOLDERS
  
No matters were submitted to a vote of Certificateholders during 
the fiscal year covered by this report.
  
PART II
  
ITEM 5.         MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED       
                STOCKHOLDER MATTERS
  
There was one registered holder of the Certificate representing 
an equity interest in the Trust as of December 31, 1997.  To the 
Registrant's knowledge, as of that date, there was no principal 
market in which the Certificates representing an equity interest 
in the Trust were traded.
  
ITEM 6.         SELECTED FINANCIAL DATA
  
Not applicable.
  
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF A FINANCIAL 
   CONDITION AND RESULTS OF OPERATIONS.
  
Not applicable.
  
ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY  DATA
  
Not applicable.
  
ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON        
               ACCOUNTING AND FINANCIAL DISCLOSURE
  
None.
  
PART III
  
The information required by Items 10, 11, 12 and 13 is not 
applicable as the trust fund does not have directors or 
officers and Certificateholders have no right to vote (except 
with respect to required consents to certain amendments to the 
Pooling and Servicing Agreement and upon certain events of 
default) or control the Trust Fund.
  
PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS 
    ON FORM 8-K
  
(a)     
1.  Servicer's Annual Statement of Compliance for the period 
ended 12/31/98.
2.  Servicer's Independent Accountant's Report on Servicer's 
servicing activities.

(b)  All current Reports on Form 8-K for the Trust have been 
filed as of 12/31/98. 
  
Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the Registrant has duly caused 
this report to be signed on its by the undersigned thereunto 
duly authorized.
  
  
LASALLE NATIONAL BANK, IN
ITS CAPACITY AS TRUSTEE UNDER 
THE POOLING AND SERVICING
AGREEMENT ON BEHALF OF  
Mortgage Capital Funding 
REGISTRANT      
                 
  
By: /s/ Russell Goldenberg
Name:  Russell Goldenberg
Title: Senior Vice President
Dated: March 30, 1999
  
  

EXHIBIT INDEX
  
  
Exhibit No.     Description
  
99.1  Servicer's Annual Statement of Compliance
99.2   Servicer's Independent Accountants' Report on 
Servicer's servicing activities