SECURITIES AND EXCHANGE COMMISSION

                                               Washington, D.C.  20549


                                                      FORM 10-K

[X]      Annual  report  pursuant  to  Section  13 or  15(d)  of the  Securities
         Exchange Act of 1934 for the period from May 1, 1996  (Commencement  of
         Operations) to December 31, 1996

[  ]     Transition report pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 for the transition period from   to


                   Commission File Number                33-80625

NationsLink Funding  Corporation,  (as depositor under the Pooling and Servicing
Agreement,  dated as of May 1,  1996  caused  the issue of  NationsLink  Funding
Corporation Commercial Mortgage Pass-Through
Certificates, Series 1996-1

                         NationsLink Funding Corporation
             (Exact name of registrant as specified in its charter)


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.  [X]

Documents incorporated by reference:  None

                Page 1 of 4                          This report consists of 14
                                                  consecutively numbered pages.


<PAGE>
NATIONSLINK FUNDING CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1996-1


TABLE OF
CONTENTS
Page
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
                           Stockholder Matters............................3

Item  6. Selected Financial Data..........................................3

Item  7. Management's Discussion and Analysis of Financial
                           Condition and Results of Operations............3

Item  8. Financial Statements and Supplementary Data......................3

Item  9. Changes in and Disagreements with Accountants on
                          Accounting and Financial Disclosure.............3

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. 5

SIGNATURE.................................................................6

Supplemental Information to be Furnished with Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act.....................................................7

INDEX TO EXHIBITS.........................................................8


<PAGE>



This Annual Report on Form 10-K is filed in  accordance  with a letter dated May
28, 1996 sent to the Office of Chief Counsel,  Division of Corporate  Finance of
the Securities and Exchange  Commission (the  "Commission")  requesting that the
Commission  enter an order pursuant to Section 12(h) of the Securities  Exchange
Act of 1934 (the  "Exchange  Act"),  granting  exemption  for the Trust from the
reporting  requirements  of Section 13 and 15(d), or issue a no action letter to
like effect.  Accordingly,  responses to certain Items have been omitted from or
modified in this Annual Report on Form 10-K.



PART I


Item 1.  Business

Omitted.

Item 2.  Properties

Omitted.

Item 3.  Legal Proceedings

The  Registrant is not aware of any material legal  proceeding  with respect to,
the Company, the Master Servicer or the Trustee, as related to the Trust..

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

No  matter  was  submitted  to a vote  or  consent  of  Holders  of the  Offered
Certificates during the fiscal year covered by this report.


PART II


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

The Trust does not issue stock.

As of  January  2,  1997,  the  number  of  holders  of each  Class  of  Offered
Certificates were 23.

Item 6.  Selected Financial Data

Omitted.

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

Omitted.

Item 8.  Financial Statements and Supplementary Data

Omitted.

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

There was no change of  accountants  or  disagreement  with  accountants  on any
matter of accounting principles or practices or financial disclosure.


PART III


Item 10. Directors and Executive Officers of the Registrant

Omitted.

Item 11. Executive Compensation

Omitted.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Omitted

Item 13. Certain Relationships and Related Transactions

No reportable transactions have occurred.



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:

              Omitted.

         (2)  Financial Statement Schedules:

             Omitted.

         (3)  Exhibits:

 Servicer's Annual Statement of Compliance, filed as Exhibit 99.1 hereto.

 Annual Servicer Statements of Compliance, filed as Exhibit 99.2 hereto.

 Annual Statement of Independent Accountants for each Servicer, filed as Exhibit
      99.3 hereto.

(b)   Reports on Form 8-K:  No reports on Form 8-K were filed by the  Registrant
      during the last quarter of 1996.


(c)      Exhibits to this report are listed in Item (14)(a)(3) above.


<PAGE>



SIGNATURE

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
behalf by the undersigned thereunto duly authorized.

                                                    NATIONSLINK FUNDING
                                                    CORPORATION COMMERCIAL
                                                    MORTGAGE PASS-THROUGH
                                                    CERTIFICATES SERIES 1996-1




Date:  March 31, 1997                       By:      /s/ James E. Nauman
                                                     --------------
                                                     James E. Nauman
                                                     Senior Vice President


<PAGE>



SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

The  registrant  has not sent an annual report or proxy material to its security
holders.  The registrant  will not be sending an annual report or proxy material
to its security holders subsequent to the filing of this form.


<PAGE>



INDEX TO EXHIBITS


Exhibit
Number                     Description of Exhibits                     Page


     99.1             Annual Statement of Compliance                     8

     99.2             Annual Servicing Reports                          10

     99.3             Annual Statement of Independent Accountants' for Each
                          Servicer                                      14



<PAGE>


                                                    EXHIBIT 99.1

                                           ANNUAL STATEMENT OF COMPLIANCE


<PAGE>




                                           ANNUAL STATEMENT OF COMPLIANCE

In  accordance  with the letter  dated May 28, 1996 sent to the  Securities  and
Exchange Commission requesting an exemption from SEC reporting requirements, the
Trust is to include as an exhibit a copy of the Annual  Statement of  Compliance
required  under the  Pooling  and  Servicing  Agreement  dated May 1, 1996.  The
Statement of Compliance  states that the Master Servicer has received the annual
audited financial  statements of each servicer.  Since the financial  statements
the servicers
 will not be received  until  after  March 31,  1997,  the Annual  Statement  of
Compliance  cannot  be filed by Master  Servicer  by the 10-K  filing  deadline.
Accordingly  the Annual  Statement of  Compliance  will be filed with an amended
10-K when the financial statements have been received.




<PAGE>



                                                    EXHIBIT 99.2


                                              ANNUAL SERVICING REPORTS



<PAGE>

In  accordance  with the letter  dated May 28, 1996 sent to the  Securities  and
Exchange Commission requesting an exemption from SEC reporting requirements, the
Trust is to include as an exhibit a copy of the Annual  Statement of  Compliance
required  under the  Pooling  and  Servicing  Agreement  dated May 1, 1996.  The
Statement of Compliance  states that the Master Servicer has received the annual
audited financial  statements of each servicer.  Since the financial  statements
the servicers
 will not be received  until  after  March 31,  1997,  the Annual  Statement  of
Compliance  cannot  be filed by Master  Servicer  by the 10-K  filing  deadline.
Accordingly  the Annual  Statement of  Compliance  will be filed with an amended
10-K when the financial statements have been received.



<PAGE>



In  accordance  with the letter  dated May 28, 1996 sent to the  Securities  and
Exchange Commission requesting an exemption from SEC reporting requirements, the
Trust is to include as an exhibit a copy of the annual  compliance  statement of
each Servicer. Such statement has not yet been received Accordingly the annual
 compliance  statement will be filed with an amended 10-K when such statement is
received.




<PAGE>



                                                    EXHIBIT 99.2

ANNUAL STATEMENT OF INDEPENDENT ACCOUNTANTS FOR EACH SERVICER


<PAGE>


In  accordance  with the letter  dated May 28, 1996 sent to the  Securities  and
Exchange Commission requesting an exemption from SEC reporting requirements, the
Trust is to include as an exhibit a copy of the annual statement of independent
accountants'  for each  Servicer.  Such  statement have not yet been received.
Accordingly  the annual  statement of independent accountants will be  filed
with an  amended  10-K  when  such statement is received.