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 Fiscal Year Ended December 31, 1997
                         Commission File Number 33-42666

                 COLLATERALIZED MORTGAGE SECURITIES CORPORATION
             (Exact name of registrant as specified in its chapter)


<TABLE>
<S>                                                            <C>
                  Maryland                                                    13-3251782
----------------------------------------------                 ------------------------------------
(State or other jurisdiction of incorporation)                 (I.R.S. Employer Identification No.)


   11 Madison Avenue, New York, New York                                       10010
----------------------------------------------                 ------------------------------------
   (Address of principal executive offices)                                  (Zip Code)

Registrant's telephone number, including area code                         212-325-1811
                                                               ------------------------------------
</TABLE>


Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:

                Title of                         Number of shares outstanding
               each class                          as of December 31, 1997
               ----------                          -----------------------

             Common Stock                                    10,000
        par value $0.01 per share

As of March 26, 1998 none of the Registrant's Common Stock was held by
non-affiliates.

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
     ---      ---

<PAGE>


          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
                                      INDEX

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                  Number
                                                                                  ------
<S>                   <C>                                                           <C>
PART I

         Item  1.    Business                                                       3
         Item  2.    Properties                                                     6
         Item  3.    Legal Proceedings                                              6
         Item  4.    Submission of Matters to a Vote of Security Holders            6
         Item  5.    Market for Registrant's Common Equity and Related
                          Stockholder Matters                                       6
         Item  6.    Selected Financial Data                                        6

PART II

         Item  7.    Management's Discussion and Analysis of Financial
                          Condition and Results of Operations                       7
         Item  8.    Financial Statements                                           8
         Item  9.    Changes in and Disagreements with Accountants on
                          Accounting and Financial Disclosure                      15

PART III

         Item  10.   Directors and Executive Officers of the Registrant            15
         Item  11.   Executive Compensation                                        15
         Item  12.   Security Ownership of Certain Beneficial Owners
                          and Management                                           15
         Item  13.   Certain Relationships and Related Transactions                15

PART IV

         Item  14.   Exhibits, Financial Statement Schedules, and Reports
                           on Form 8-K                                             16
SIGNATURES                                                                         18
INDEX TO EXHIBITS                                                                  19
CONSENT OF INDEPENDENT PUBLIC AUDITORS                                             21

</TABLE>

                                     Page 2


<PAGE>

PART I
------
Item 1.           Business

                  Collateralized Mortgage Securities Corporation (the "Company")
                  is a wholly owned subsidiary of Credit Suisse First Boston
                  Management Corporation ("FBSC"), which is a wholly owned
                  subsidiary of Credit Suisse First Boston, Inc., a privately
                  owned holding company.

                  The Company was organized on January 29, 1985 as a Maryland
                  corporation. The Company was organized to issue and sell
                  Collateralized Mortgage Obligations (the "Bonds") backed by
                  mortgage-backed certificates (the "Certificates") issued and
                  guaranteed as to principal and interest by the Government
                  National Mortgage Association ("GNMA"), the Federal National
                  Mortgage Association ("FNMA"), the Federal Home Loan Mortgage
                  Corporation ("FHLMC") and/or mortgage loans and participations
                  therein.

                  On December 22, 1988, FBSC contributed all of the outstanding
                  shares of common stock of Asset Backed Securities Corporation
                  ("ABSC") to the Company. As a result ABSC became a wholly
                  owned subsidiary of the Company. The transaction has been
                  accounted for as a combination of entities under common
                  control. ABSC was organized to issue notes collateralized by
                  receivables from (i) retail automotive installment sale
                  contracts, loans or leases, (ii) consumer or commercial loans
                  or leases, (iii) residential or commercial mortgages or
                  leases, (iv) pass-through certificates evidencing fractional
                  undivided ownership interests in trusts or pools of
                  receivables, or (v) any combination thereof. The Company does
                  not guarantee the asset backed obligations of ABSC if a
                  default of their respective notes occurs.

                  Prior to March 29, 1985, the Company had not commenced
                  operations except for organizational matters. During the
                  period from March 29, 1985 to April 28, 1986 the Company
                  issued Series A, Series B, Series C, Series D, Series E,
                  Series F, Series G and Series H of the Bonds totaling
                  $2,225,000,000, aggregate principal amount. The Company backed
                  such Bonds with the purchase of Certificates, which
                  approximated $2,225,000,000, from Credit Suisse First Boston
                  Corporation, a wholly owned subsidiary of Credit Suisse First
                  Boston, Inc. simultaneously with the issuance of the Bonds,
                  which represented obligations solely of the Company.

                                     Page 3

<PAGE>


Item 1.           Business (Continued)
                  --------------------
                  On April 30, 1986, the Company deposited substantially all of
                  its assets and related liabilities into Collateralized
                  Mortgage Securities Trust (the "Trust"), a trust formed under
                  the laws of the state of Delaware pursuant to a deposit trust
                  agreement (the "Deposit Trust Agreement") dated as of April
                  30, 1986, between the Company and Wilmington Trust Company, as
                  owner trustee (the "Owner Trustee").

                  Such assets and related liabilities included the Certificates,
                  accrued interest receivable, trustee collection accounts,
                  deferred debt issuance costs, the Bonds and accrued interest
                  payable. In accordance with the Deposit Trust Agreement, the
                  Owner Trustee issued to the Company participations
                  representing 100% of the beneficial interest in the Trust and
                  assumed the liability of the Company on its outstanding Bonds.
                  Simultaneously with this deposit into the Trust, the Company
                  sold the participations.

                  The Company recorded the issuance of Series I, J, K, L, M, N,
                  P, Q, R, S, T, U, V, W, X and Y of the Bonds during 1987,
                  Series 1988-1 through 1988-19 during 1988, Series 1989-1
                  through 1989-3 during 1989, Series 1990-1 through 1990-8
                  during 1990, Series 1991-1 through 1991-9 during 1991 and
                  Series 1992-1 through 1992-3 during 1992. Each of these
                  issuances has been accounted for as a sale of the
                  Certificates; accordingly, the Bonds and the related
                  Certificates do not appear on the Company's Consolidated
                  Balance Sheets.

                  The Company recorded no issuances in 1993, or thereafter.

                                     Page 4

<PAGE>

Item 1.           Business (Continued)
                  --------------------
                  Prior to October 30, 1986, ABSC had not commenced operations
                  except for the conduct of organizational matters. During the
                  period from October 30, 1986 to December 3, 1987 ABSC issued
                  Series 1 through Series 6 of Asset Backed Obligations (the
                  "Notes") totaling $5,883,951,000 aggregate principal amount.
                  ABSC backed the Notes with the purchase (indirectly through
                  FBSC) of retail automotive installment sale contracts (the
                  "Receivables") purchased from General Motors Acceptance
                  Corporation, General Electric Credit Corporation and BMW
                  Credit Corporation.

                  During 1987 and 1988 ABSC deposited substantially all of its
                  assets and related liabilities into FBC Asset Securities Trust
                  1 and Asset Securities Trust 2, respectively, trusts formed
                  under the laws of the state of Delaware pursuant to trust
                  agreements between ABSC and Wilmington Trust Company as owner
                  trustee. Such assets and related liabilities consisted of the
                  Receivables, accrued interest receivable, trustee collection
                  accounts, deferred debt issuance costs, limited guarantees of
                  payments under the Receivables up to a limited amount,
                  guaranteed investment contracts, the Notes and accrued
                  interest payable. In accordance with the trust agreements the
                  owner trustee issued trust certificates to ABSC representing
                  100% undivided beneficial interest in the trusts. On January
                  30, 1987, February 12, 1987 and January 21, 1988, ABSC,
                  through private placements, sold 100% of its beneficial
                  interests in the residual cash flows of the trusts.

                  On December 15, 1990 and November 15, 1992, FBC Asset
                  Securities Trust 1 and Asset Securities Trust 2, respectively,
                  distributed the final payments to its bondholders and
                  beneficial interest owners.

                  ABSC sold Series 7 of the Notes on April 17, 1990,
                  representing $609,280,000 aggregate principal amount. The
                  Notes were secured by a pool of retail automotive installment
                  sale contracts (the "Receivables"). This issuance has been
                  accounted for as a sale of the Receivables; accordingly, the
                  Notes and the related Receivables do not appear on the
                  Company's Consolidated Balance Sheets.


                                     Page 5

<PAGE>

Item 2.           Properties

                  The Company neither owns nor leases any physical properties.

Item 3.           Legal Proceedings

                  The Company is not a party to any material actual or pending
                  legal proceedings.

Item 4.           Submission of Matters to a Vote of Security Holders

                  There were no matters submitted to a vote of security holders
                  during the year ended December 31, 1997.

Item 5.           Market for Registrant's Common Equity and Related Stockholder
                  Matters

                  As of March 26, 1998 all outstanding shares of the Company's
                  common stock are owned indirectly by Credit Suisse First
                  Boston, Inc. and are not traded in any stock exchange or in
                  the over-the-counter market.

Item 6.           Selected Financial Data

                  Selected financial data is omitted because the information is
                  included in the consolidated financial statements or notes
                  thereto.


                                     Page 6

<PAGE>

PART II

Item 7.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

                  The consolidated financial statements present the consolidated
                  financial position and results of operations of Collateralized
                  Mortgage Securities Corporation and its wholly owned
                  subsidiary, Asset Backed Securities Corporation.

                  The principal activities of the Company and ABSC include (i)
                  issuing and selling collateralized mortgage obligations and
                  asset backed obligations (the "Bonds") and acquiring, owning,
                  holding and pledging mortgage-backed securities and
                  receivables, (ii) conveying or transferring all or any portion
                  of the Companies' rights, title or interest in the Bonds to
                  various entities including trusts and (iii) creating,
                  acquiring, owning and selling residual interests in such
                  entities.

                  Results of Operations

                  For the years ended December 31, 1997, 1996 and 1995 the
                  Company recorded no issuances.

                  All gains and losses are recognized by FBSC in each
                  transaction.

                  Liquidity and Capital Resources

                  The Company and ABSC utilize FBSC to facilitate the settlement
                  of all transactions and maintain all excess cash with FBSC.
                  Such cash is available from FBSC on demand and does not earn
                  interest.


                                     Page 7
<PAGE>

<TABLE>
<CAPTION>

<S>               <C>                                                                             <C>
Item 8.           Financial Statements

                  INDEX TO FINANCIAL STATEMENTS                                                   Page

                  Independent Auditors' Report                                                     9

                  Consolidated Balance Sheets as of December 31, 1997 and 1996                    10

                  Consolidated Statements of Operations for the Years Ended
                  December 31, 1997, 1996 and 1995                                                11

                  Consolidated Statements of Changes in Stockholder's Equity for
                  the Years Ended December 31, 1997, 1996 and 1995                                11

                  Consolidated Statements of Cash Flows for the Years Ended
                  December 31, 1997, 1996 and 1995                                                12

                  Notes to Consolidated Financial Statements                                      13

                  Consolidated financial statement schedules are omitted because
                  they are either not required, inapplicable, or the information
                  is included in the consolidated financial statements or notes
                  thereto.
</TABLE>

                                     Page 8
<PAGE>


                          Independent Auditors' Report



The Board of Directors
Collateralized Mortgage Securities Corporation:


We have audited the accompanying consolidated balance sheets of Collateralized
Mortgage Securities Corporation and Subsidiary as of December 31, 1997 and 1996,
and the related consolidated statements of operations, changes in stockholder's
equity, and cash flows for each of the years in the three year period ended
December 31, 1997. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Collateralized
Mortgage Securities Corporation and Subsidiary as of December 31, 1997 and 1996,
and the results of their operations and their cash flows for each of the years
in the three year period ended December 31, 1997, in conformity with generally
accepted accounting principles.

KPMG Peat Marwick LLP





New York, New York
March 26, 1998



                                     Page 9
<PAGE>


          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                                                          December 31,
                                                      1997           1996
                                                     ------         ------
                                                   (In thousands, except par
                                                      value and share data)

Assets

Cash                                                 $   12         $   12
Receivable from Credit Suisse First Boston
   Management Corporation                                 1              1
                                                     ------         ------
      Total Assets                                   $   13            $13
                                                     ======         ======

Liabilities and Stockholder's Equity

Accrued expenses                                     $   --         $   --
                                                     ------         ------
      Total Liabilities                                  --             --
                                                     ------         ------

Stockholder's Equity:
   Common stock and paid in capital,
   $.01 par value (authorized
   15,000,000 shares; issued
   10,000 shares)                                        13             13
                                                     ------         ------
      Total Liabilities and Stockholder's Equity     $   13            $13
                                                     ======         ======


          See Accompanying Notes to Consolidated Financial Statements.

                                     Page 10
<PAGE>


          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                      Year Ended December 31,
                                                    1997       1996       1995
                                                    ----       ----       ----
                                                          (in thousands)

Revenues:
     Commitment fee and miscellaneous income       $   --     $    --   $     --
                                                   -------    -------    -------

Expenses:
     General and administrative expenses               --          --         --
                                                   -------    -------    -------
                                                       --          --         --
                                                   -------    -------    -------

Income from operations before income taxes             --          --         --

Income taxes                                           --          --         --
                                                   -------    -------    -------
Net income                                         $   --     $    --    $    --
                                                   =======    ========   =======




          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY


                                                      Year Ended December 31,
                                                   1997        1996        1995
                                                   ----        ----        ----
                                                          (in thousands)

Net income                                         $    --    $    --    $    --
                                                   -------    -------    -------

Balance at beginning of year                            13      1,213      1,213

Dividends paid                                     -           (1,200)         -
                                                   -------    -------    -------
Balance at end of year                             $    13    $    13    $ 1,213
                                                   =======    =======    =======


          See Accompanying Notes to Consolidated Financial Statements.

                                     Page 11
<PAGE>


          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                      Year Ended December 31,
                                                    1997        1996       1995
                                                    ----        ----       ----
                                                          (in thousands)
<S>                                                <C>        <C>        <C>
Cash Flows from Operating Activities:

Net income                                         $    --    $    --    $    --
                                                   -------    -------    -------

Adjustments to reconcile net income
     to net cash (used for) provided by
     operating activities:
     (Increase) decrease in receivable from
          Credit Suisse First Boston Management
              Corporation                               --      1,200       (848)
                                                   -------    -------    -------
Net Cash Provided by (Used for)
     Operating Activities                               --      1,200       (848)
                                                   -------    -------    -------

Cash Flows From Financing Activities:
Net proceeds from (payments for):
   Deferred debt issuance costs                         --         --        848
   Dividends paid                                       --     (1,200)        --
                                                   -------    -------    -------
Net Cash (Used for) Provided by
     Financing Activities                               --     (1,200)       848
                                                   -------    -------    -------
Net change in cash                                      --         --         --
Cash at beginning of year                               12         12         12
                                                   -------    -------    -------
Cash at end of year                                $    12    $    12    $    12
                                                   =======    =======    =======
</TABLE>


          See Accompanying Notes to Consolidated Financial Statements.

                                     Page 12
<PAGE>


          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       Basis of Presentation

         The consolidated financial statements include the accounts of
         Collateralized Mortgage Securities Corporation (the "Company") and its
         wholly owned subsidiary, Asset Backed Securities Corporation ("ABSC").
         All material intercompany accounts and transactions have been
         eliminated in consolidation.

2.       Description of business

         The Company was organized on January 29, 1985 as a Maryland
         corporation. The Company was organized to issue and sell Collateralized
         Mortgage Obligations (the "Bonds") backed by mortgage-backed
         certificates (the "Certificates") issued and guaranteed as to principal
         and interest by the Government National Mortgage Association ("GNMA"),
         the Federal National Mortgage Association ("FNMA"), the Federal Home
         Loan Mortgage Corporation ("FHLMC") and/or mortgage loans and
         participations therein. ABSC was organized to issue notes
         collateralized by receivables from (i) retail automotive installment
         sale contracts, loans or leases, (ii) consumer or commercial loans or
         leases, (iii) residential or commercial mortgages or leases, (iv)
         pass-through certificates evidencing fractional undivided ownership
         interests in trust(s) or pool(s) of receivables, or (v) any combination
         thereof.

         On December 22, 1988, Credit Suisse First Boston Management Corporation
         (formerly CS First Boston Securities Corporation) ("FBSC"), the parent
         company of the Company contributed all of the issued and outstanding
         stock of ABSC to the Company. For financial statement purposes the
         transaction has been recorded as a combination of entities under common
         control. The Company does not guarantee the asset backed obligations of
         ABSC upon a default of the Notes.

         FBSC is a wholly owned subsidiary of Credit Suisse First Boston, Inc.,
         a privately owned holding company.

         During 1992, the Company issued Series 1992-1 through Series 1992-3 of
         Bonds totaling $1,100,000,000 aggregate principal amount. During 1991,
         the Company issued Series 1991-1 through Series 1991-9 of Bonds
         totaling $3,931,000,000 aggregate principal amount. Each of these
         issuances has been accounted for as a sale of the Certificates;
         accordingly, the Bonds and the related Certificates do not appear on
         the Company's Consolidated Balance Sheets. The Company has not recorded
         any issuances since 1992.


                                     Page 13

<PAGE>


          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.       Description of business (continued)

         During the period from October 30, 1986 to December 3, 1987 ABSC issued
         Series 1 through Series 6 of Asset Backed Obligations (the "Notes")
         totaling $5,883,951,000 aggregate principal amount. During 1987 and
         1988 ABSC deposited substantially all of its assets and related
         liabilities into FBC Asset Securities Trust 1 and Asset Securities
         Trust 2, respectively, trusts formed under the laws of the state of
         Delaware, pursuant to trust agreements between ABSC and Wilmington
         Trust Company as owner trustee. The trusts had assumed all of ABSC's
         duties and obligations under the indentures relating to the Notes,
         including the obligation to pay outstanding principal and interest.

         On December 15, 1990 and November 15, 1992, FBC Asset Securities Trust
         1 and Asset Securities Trust 2, respectively, distributed the final
         payments to its bondholders and beneficial interest owners.

3.       Summary of significant accounting policies

         The Company and ABSC utilize FBSC to facilitate the settlement of all
         transactions and maintain all excess cash with FBSC. Such cash is
         available from FBSC on demand and does not earn interest. All gains and
         losses are recognized by FBSC on each transaction.

         The Company is included in the consolidated federal and combined state
         and local income tax returns of Credit Suisse First Boston, Inc. The
         amount of income tax expense is computed on a separate company basis
         and allocated by Credit Suisse First Boston, Inc. to FBSC on behalf of
         the Company.

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.


                                     Page 14
<PAGE>



Item 9.     Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosure

            None.


PART III

Item 10.    Directors and Executive Officers of the Registrant

            The directors and the executive officers of the Company are as
            follows:


                    NAME        AGE             TITLE              DATE ELECTED
                    ----        ---             -----              ------------
         Gina Hubbell            41   President and Director         03/13/97
         Anthony J. Cetta        48   Director                       07/15/87
         Rhonda G. Matty         39   Assistant Secretary            08/24/94
         Diane Manno             39   Treasurer                      09/13/96
         Thomas A. DeGennaro     43   Director of Taxes              06/29/90
         Thomas M. Zingalli      39   Controller and Principal
                                        Accounting Officer           08/05/94

Item 11.    Executive Compensation

            No compensation was paid by the Company to persons who were
            directors, officers or employees of the Company and its subsidiary
            for their services as directors or officers of the Company.

Item 12.    Security Ownership of Certain Beneficial Owners and Management

            Not applicable.

Item 13.    Certain Relationships and Related Transactions

            Not applicable.



                                     Page 15
<PAGE>


PART IV

Item 14.    Exhibits, Financial Statement Schedules, and Reports on Form 8-k

               (a) The following documents are filed as part of this report:

                    (1) Financial Statements:

                        The financial statements and notes to the financial
                        statements appear on pages 10 through 14. The Report of
                        Independent Auditors, KPMG Peat Marwick LLP, pertaining
                        to the 1997, 1996 and 1995 financial statements appears
                        on page 9.

                    (2) Financial Statement Schedules:

                        Consolidated Financial Statement Schedules are omitted
                        because they are either not required, inapplicable, or
                        the information is included in the consolidated
                        financial statements or notes thereto.

                    (3) Exhibits:

                        Indentures (incorporated by reference to Exhibit 1 of
                        Company's Form 8-K dated October 28, 1988 for Series
                        1988-14 and 1988-15 and dated November 30, 1988 for
                        Series 1988-17), dated as of January 1, 1987 as amended
                        by Amendment No. 1 dated as of April 30, 1987 and
                        Amendment No. 2 dated as of October 15, 1987, as amended
                        and restated as of August 1, 1988, between the Company
                        and State Street Bank and Trust Company, as Trustee.

                        Series 1988-14 and Series 1988-15 Supplements to
                        Indenture (incorporated by reference to Exhibit 2 of
                        Company's Form 8-K dated October 28, 1988) dated as of
                        October 28, 1988, between the Company and State Street
                        Bank and Trust Company, as Trustee.

                        Series 1988-17 Supplement to Indenture (incorporated by
                        reference to Exhibit 2 of Company's Form 8-K dated
                        November 30, 1988) dated as of November 30, 1988,
                        between the Company and State Street Bank and Trust
                        Company, as Trustee.

                        Articles of Incorporation of the Company as amended as
                        of January 7, 1986 (incorporated by reference to Exhibit
                        3.1 of the Company's Form S-3 Registration Statement
                        dated January 31, 1985).

                        By-laws of the Company as amended and restated as of
                        January 7, 1986 (incorporated by reference to Exhibit
                        3.2 of the Company's Form S-3 Registration Statement
                        dated January 31, 1985).



                                     Page 16
<PAGE>


Item 14.     Exhibits, Financial Statement Schedules, and Reports on Form 8-k
            (continued)

             (3) Exhibits (continued):

                  Restated Certificate of Incorporation of Asset Backed
                  Securities Corporation (incorporated by reference to Exhibit
                  3.1 of the Company's Form S-3 Registration Statement (No.
                  0-14811)).

             By-laws of Asset Backed Securities Corporation (incorporated by
             reference to Exhibit 3.2 of the Company's Form S-3 Registration
             Statement (No. 33-7382)).

                  Indenture, dated as of October 30, 1986, between Asset Backed
                  Securities Corporation and State Street Bank and Trust
                  Company, the Trustee (incorporated by reference to Exhibit 1
                  of the Current Report on Form 8-K dated October 30, 1986).

            (b)  Reports on Form 8-K

                 None.

            (c)  Exhibits filed as part of this report are included in Item
                 14(a)(3) above.



                                     Page 17
<PAGE>


                                    SIGNATURE

Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on this 26th day of
March, 1998 .

                             COLLATERALIZED MORTGAGE
                             SECURITIES CORPORATION


By:      /s/ GINA HUBBELL
         ----------------------
         Gina Hubbell
         President and Director



         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on March 26, 1998.


By:      /s/ ANTHONY J. CETTA               By:    /s/ THOMAS M. ZINGALLI
         --------------------                      -------------------
         Anthony J. Cetta                          Thomas M. Zingalli
         Director                                  Controller and Principal
                                                   Accounting Officer

By:      /s/ RHONDA G. MATTY                By:    /s/ DIANE MANNO
         ---------------                           ---------------
         Rhonda G. Matty                           Diane Manno
         Assistant Secretary                       Treasurer


By:      /s/ THOMAS A. DEGENNARO
         -------------------
         Thomas A. DeGennaro
         Director of Taxes

                                     Page 18
<PAGE>


                                    SIGNATURE

Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on this 26th day of
March, 1998.



                             COLLATERALIZED MORTGAGE
                             SECURITIES CORPORATION


By:      ----------------------
         Gina Hubbell
         President and Director



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on March 26, 1998.


By:                                         By:
         ----------------                          ------------------
         Anthony J. Cetta                          Thomas M. Zingalli
         Director                                  Controller and Principal
                                                   Accounting Officer


By:                                         By:
         -------------------                       ------------------------
         Rhonda G. Matty                           Diane Manno
         Assistant Secretary                       Treasurer



By:
         -------------------
         Thomas A. DeGennaro
         Director of Taxes


                                     Page 18
<PAGE>



                                INDEX TO EXHIBITS


Exhibit
Number                    Description of Exhibit                            Page

  1      Indenture dated as of January 1, 1987 as amended by Amendment
         No. 1 dated as of April 30, 1987 and Amendment No. 2 dated as
         of October 15, 1987, as amended and restated as of August 1,
         1988, between the Company and State Street Bank and Trust
         Company, as Trustee.                                                 **

  1      Indenture, dated as of October 30, 1986, between Asset Backed
         Securities Corporation and State Street Bank and Trust
         Company,the Trustee.                                              *****

  2      Series 1988-14 and 1988-15 Supplement to Indenture dated as
         of October 28, 1988, between the Company and State Street Bank
         and Trust Company, as Trustee.                                      ***

  2      Series 1988-17 Supplement to Indenture dated as of November 30,
         1988, between the Company and State Street Bank and Trust
         Company, as Trustee.                                               ****

  3.1    Articles of Incorporation of the Company as amended as of
         January 7, 1986.                                                      *

  3.1    Restated Certificate of Incorporation of Asset Backed
         Securities Corporation.                                          ******

  3.2    By-laws of the Company as amended and restated as of
         January 7, 1986.                                                      *

  3.2    By-laws of Asset Backed Securities Corporation.                 *******



                                     Page 19
<PAGE>


                          INDEX TO EXHIBITS (CONTINUED)

*        Incorporated by reference to the same Exhibits in Registration
         Statement No. 0-13156 on Form 10 filed with the Securities and Exchange
         Commission on January 31, 1985.

**       Incorporated by reference to the same Exhibit in the Current Report on
         Form 8-K filed with the Securities and Exchange Commission on November
         14, 1988 for Series 1988-14 and 1988-15 and December 15, 1988 for
         Series 1988-17.

***      Incorporated by reference to the same Exhibit in the Current Report on
         Form 8-K filed with the Securities and Exchange Commission on November
         14, 1988 for Series 1988-14 and 1988-15.

****     Incorporated by reference to the same Exhibit in the Current Report on
         Form 8-K filed with the Securities and Exchange Commission on December
         15, 1988 for Series 1988-17.

*****    Incorporated by reference to the same Exhibits in the Current Report on
         Form 8-K filed with the Securities and Exchange Commission on November
         14, 1986.

******   Incorporated by reference to the same Exhibits in the Registration
         Statement No. 0-14811 of the Company's Form S-3 filed with the
         Securities and Exchange Commission on July 21,1986.

*******  Incorporated by reference to the same Exhibits in the Registration
         Statement No. 33-7382 of the Company's Form S-3 filed with the
         Securities and Exchange Commission on November 12, 1986.


                                     Page 20
<PAGE>


                         Consent of Independent Auditors



The Board of Directors
Collateralized Mortgage Securities Corporation:

We consent to incorporation by reference in the registration statement No.
33-42666 on Form S-3 of Collateralized Mortgage Securities Corporation of our
report dated March 26, 1998 relating to the consolidated balance sheets of
Collateralized Mortgage Securities Corporation as of December 31, 1997 and 1996
and the related consolidated statements of operations, changes in stockholder's
equity, and cash flows for each of the years in the three year period ended
December 31, 1997, which report appears in the December 31, 1997 annual report
on Form 10-K of Collateralized Mortgage Securities Corporation.

KPMG Peat Marwick LLP





New York, New York
March 26, 1998


                                     Page 21