SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q

          -------------------------------------------------------------

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                        For Quarter Ended March 31, 1997
                         Commission File Number 33-42666


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


                    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               212-322-1811
                                                                 ------------   


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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:


                          10,000 shares of common stock
                          outstanding as of May 1, 1997
<PAGE>


          COLLATERALZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
          ------------------------------------------------------------
                                      INDEX
                                      -----


                                                                            Page
                                                                          Number
                                                                          ------
PART I        FINANCIAL INFORMATION

       Item   1.  Financial Statements

                  Consolidated Statements of Financial Condition as of
                               March 31, 1997 and December 31, 1996            3

                  Consolidated Statements of Operations for the Three Months
                               Ended March 31, 1997 and 1996                   4

                  Consolidated Statements of Cash Flows for the Three Months
                               Ended March 31, 1997 and 1996                   5

                  Notes to Consolidated Financial Statements                   6

       Item   2.  Management's Discussion and Analysis of Financial
                               Condition and Results of Operations             7

PART II       OTHER INFORMATION

       Item   1.  Legal Proceedings                                            8

       Item   2.  Changes in Securities                                        8

       Item   3.  Defaults Upon Senior Securities                              8

       Item   4.  Submission of Matters to a Vote of Security Holders          8

       Item   5.  Other Information                                            8

       Item   6.  Exhibits and Reports on Form 8-K                          8, 9

SIGNATURE                                                                     10

INDEX TO EXHIBITS                                                             11


                                     Page 2
<PAGE>

          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
          -------------------------------------------------------------
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 ----------------------------------------------




                                                     March 31,      December 31,
                                                       1997            1996
                                                    ----------      ------------
                                                    (unaudited)
                                                    (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, $0.1 par value                   
(authorized 15,000,000 shares; issued 10,000                       
shares at March 31, 1997 and December 31,1996)              13            13
                                                        ------        ------
                                                                   
         Total Liabilities and Stockholder's Equity     $   13        $   13
                                                        ======        ======


                 See Notes to Consolidated Financial Statements.


                                     Page 3
<PAGE>

          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
          -------------------------------------------------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (unaudited)

                                                  Three Months     Three Months
                                                     Ended             Ended
                                                 March 31, 1997   March 31, 1996
                                                ---------------   --------------
                                                         (in thousands)


Revenues:
     Commitment fee and miscellaneous income         $   --            $   --
                                                     ------            ------
                                                         --                --
                                                     ------            ------
Expenses:                                                            
     General and administrative expenses                 --                --
                                                     ------            ------
                                                         --                --
                                                     ------            ------
                                                                     
Loss from operations before income tax                               
     benefit                                             --                --
                                                     ------            ------
Income tax benefit                                       --                --
                                                     ------            ------
                                                                     
Net loss                                             $   --            $   --
                                                     ======            ======
                                                               


                 See Notes to Consolidated Financial Statements.


                                     Page 4
<PAGE>

          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
          -------------------------------------------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (unaudited)


                                                 Three Months      Three Months
                                                    Ended              Ended
                                                March 31, 1997    March 31, 1996
                                                --------------    --------------
                                                        (in thousands)


Cash Flows From Operating Activities:

Net loss                                           $   --              $   --
Adjustments to reconcile net loss                                   
    to net cash provided by (used for)                              
    operating activities:                                           
Increase (decrease) in accrued expenses                --                  --
Decrease in receivable from Credit Suisse                           
     First Boston Management Corporation               --                  --
                                                   ------              ------
Net Cash Provided by Operating Activities              --                  --
                                                   ------              ------
                                                                    
                                                                    
Cash Flows From Financing Activities:                               
                                                                    
Net proceeds from (payments for):                                   
    Dividends paid                                     --                  --
                                                   ------              ------
Net Cash Used for Financing Activities                 --                  --
                                                   ------              ------
Net increase (decrease) in cash                        --                  --
Cash at beginning of period                            12                  12
                                                   ------              ------
Cash at end of period                              $   12              $   12
                                                   ======              ======


                 See Notes to Consolidated Financial Statements.


                                     Page 5
<PAGE>


          COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
          -------------------------------------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (unaudited)



1.    Description of Business
      -----------------------

     Collateralized Mortgage Securities Corporation (the "Company") and its
     wholly owned subsidiary Asset Backed Securities Corporation ("ABSC") are
     wholly owned subsidiaries 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 foregoing financial statements are unaudited; however, in the opinion
     of management, all adjustments (comprising only normal recurring accruals)
     necessary for a fair presentation of the financial statements have been
     included. A summary of the significant accounting policies is set forth in
     Note 3 to the Company's December 31, 1996 Financial Statements contained in
     the Company's 1996 Form 10-K.


                                     Page 6
<PAGE>


Item 2.    Management's Discussion and Analysis of Financial Condition and 
           --------------------------------------------------------------- 
           Results of Operations
           ---------------------

           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
           ---------------------

           The Company and ABSC recorded no gains or (losses) on the sale of
           Bonds or beneficial interests in trusts for the three months ended
           March 31, 1997 and March 31, 1996.

           For the three months ended March 31, 1997 and 1996 the Company had no
           substantive transactions.

           General and administrative expenses include management fees,
           professional fees and other expenses.

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


                                     Page 7
<PAGE>


                           PART II - OTHER INFORMATION

Item 1.           Legal Proceedings
                  -----------------

                  None.

Item 2.           Changes in Securities
                  ---------------------

                  Not applicable

Item 3.           Defaults Upon Senior Securities
                  -------------------------------

                  Not applicable.

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

                  None.

Item 5.           Other Information
                  -----------------

                  None

Item 6.           Exhibits and Reports on Form 8-K
                  --------------------------------

                  (a) Exhibits:

                      Indentures (incorporated by reference to Exhibit 1 of
                      Company's Form 8-K dated February 14, 1992 for Series
                      1992-1) 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.

                      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).

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


                                     Page 8
<PAGE>


Item 6.           Exhibits and Reports on Form 8-K (continued)
                  --------------------------------------------


                  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.


                                     Page 9
<PAGE>


                                    SIGNATURE
                                    ---------


Pursuant to the requirements 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.



                                               Collateralized Mortgage
                                               Securities Corporation



                                               By: /s/ THOMAS M. ZINGALLI
                                                   -----------------------------
                                                       Thomas M. Zingalli
                                                    Controller and Principal
                                                       Accounting Officer
                                                  (Duly Authorized Officer and
                                                  Principal Accounting Officer)
                                              

Dated:  May 1, 1997


                                     Page 10
<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,
          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.                   ****


*        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, 1986.

***      Incorporated by reference to the same Exhibit in the Registration
         Statement No. 0-014811 of the Company's Form S-3 filed with the
         Securities and Exchange Commission on July 21, 1986.

****     Incorporated by reference to the same Exhibit 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 11