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, 1997
                       
Commission File Number: 333-24489
                       
J. P. Morgan Commercial Mortgage Finance Corp.
(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, 1997.  

Not applicable.
  
Number of shares of common stock outstanding  a
s of December 31, 1997.  

Not applicable.
    <PAGE>
              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
    <PAGE>
PART I
  
ITEM 1.         BUSINESS
  
This Annual Report on Form 10-K relates to the Trust Fund formed, and 
the Mortgage Pass-Through Certificates, Series 1997-C5 issued, pursuant
to a Pooling and Servicing Agreement, dated as of Septmber 1, 1997 
(the "Pooling and Servicing Agreement"), by and among J. P. Morgan 
Commercial Mortgage Finance Corp., as sponsor  (the "Company), Midland 
Loan Services, L.P., as master and special servicer, LaSalle National 
Bank, as trustee and REMIC administrator, and ABN AMRO Bank, N.V., as 
fiscal agent.  The Certificates have been registered pursuant to the 
Act under a Registration Statement on Form S-3 (No. 333-27083) (the 
"Registration Statement").
  
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 parties 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
       12/31/97.
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 
      12/31/97. 
  
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 J. P. Morgan
                         Commercial Mortgage Finance Corp.,
                         REGISTRANT      
                 
  
                              By: /s/ Russell Goldenberg
                              Name:  Russell Goldenberg
                              Title: Senior Vice President
                              Dated: April 14, 1998
  
  






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

  
  
  
  







Exhibit 99.1

MIDLAND
LOAN SERVICES LP

March 6, 1998

President
J.P. Morgan Commercial Mortgage Finance Corp
60 Wall Street
New York, NY 10260-0000



                  JP Morgan Commercial Mortgage Finance Corp.
                       Mortgage Pass-Through Certificates
                                 Series 1997-C5

OFFICER'S CERIRFICATE



Pursuant to the requirements of that certain Pooling and Servicing 
Agreement governing tl~e referenced Trust (the "PSA"), it is hereby 
certified that (i) the undersigned has completed a review of die 
Servicer's performance of its obligations under the PSA for the 
current calendar ye4ir; (ii) to the best of the undersigned's 
knowledge on the basis of that review the Servic has fulfilled all 
of its obligations under the PSA throughout such period; (iii) to 
the best o e undersigned's knowledge, the sub-servicer, if any, has
fulfilled its obligations under its su -seMcing agreement in all 
material respects; and, (iv) no notice has been received from 
aly governmental agency or body which would indicaLe a ch4ileage 
or question as to the status f the Trust's qualification as a REMIC 
under the Code.


By:/s/ Charles J. Sipple
Title:Senior Vice President
Date: 3/12/98
                      
                      
                      
                                            <PAGE>
                      
                      
Exhibit 99.2

Ernst & Young LLP

One Kansas City Place
1200 Main Street
Kansas City
Missouri, 64105-2143

Phone; 816 474 5200


Independent Auditors Report on Management's 
Assertion of Compliance with Minimum Servicing 
Standards Set Forth in the Uniform Single 
Attestation Program for Mortgage Bankers



The Board of Directors and Stockholder of Midland Data Systems, Inc.
The Partners of Midland Loan Services, L.P.



We have examined rn-gnagernent's assertion that Midland Data Systems,
Inc. and Midland Loan Services, L.P. (the Companies) complied with 
the minimum servicing standards set forth in the Mortgage Bankers 
Association of America's (MBA) Uniform Single Attestation Programjor
Mortgage Bankers, except for commercial loan and multifamily loan 
servicing, minimum servicing standards VA and VIL, which the MBA has
interpreted as inapplicable to such servicing during the year ended 
December 31, 1997, included in the accompanying report titled Report 
of Management. Management is responsible for the Companies' compliance 
with those requirements. Our responsibility is to express an opinion on 
management's assertion about the Companies' compliance based on our 
examination.

Our examination was made in accordance with standards established by 
the American 1Wtitute of Cerfified Public Accountants and, accordingly, 
included examining, on a test basis, evidence about the Companies' 
compliance with those requirements and performing such other procedures 
as we considered necessary in the circum tances. We believe that our 
examination provides a reasonable basis for our opinion. Our examination 
does not provide a legal determination on the Companies' compliance with 
specified requirements.

In our opinion, management's assertion that the Companies complied with 
the aforementioned requirements during the year ended December 31, 1997 
is fairly stated, in all material respects.

January 28, 1998

/s/Ernst & Young
Ernst &Young LLP ia member of Ernst &Young International, Ltd.