SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K


(Mark One)

             [X]      Annual Report Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

             [ ] Transition Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

For the fiscal year ended                                         Commission
File Number
   December 31, 1997                                              333-24489

                         Mortgage Capital Funding, Inc.
                   (Issuer in respect of Mortgage Pass-Through
                         Certificates, Series 1997-MC2)
             (Exact name of registrant as specified in its charter)

             Delaware                                      13-3408716
  (State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                     Identification No.)

399 Park Avenue, 3rd Floor
    New York, New York                                   10043
  (Address of principal                               (Zip Code)
   executive offices)

Registrant's telephone number, including area code: (212) 793-5880
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,  and will not be contained,  to
the best of the  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]

      State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to the
date of filing.
      NOT APPLICABLE

<PAGE>

                                     PART I

Item 1. Business.

      Omitted pursuant to a request to the Securities and Exchange Commission
for an exemption of Mortgage Capital Funding, Inc. ("MCFI" or the "registrant")
pursuant to Section 12(h) of the Securities Exchange Act of 1934 (the "12(h)
Exemption"), filed by Thacher Proffitt & Wood on behalf of the registrant on
October 17, 1995.

Item 2. Properties.

      The Trust did not acquire any mortgaged property in connection with the
foreclosure of a defaulted Mortgage Asset or otherwise. As of December 31, 1997,
no mortgage loan had a principal balance greater than 10% of the aggregate
principal balance of the Mortgage Pool.

Item 3. Legal Proceedings.

      The registrant knows of no material pending legal proceeding involving the
Mortgage Properties, or, to the extent related to the Trust Fund, any of MCFI,
the sponsor (the "Sponsor"), Citicorp Real Estate, Inc. ("CREI"), as mortgage
loan seller, NationsBanc Mortgage Capital Corporation ("NMCC"), as Additional
Warranting Party, Midland Loan Services, L.P., as master servicer (the "Master
Servicer"), CRIIMI MAE Services Limited Partnership ("CRIIMI MAE"), as special
servicer (the "Special Servicer") or the trust (the "Trust") evidenced by the
registrant's Mortgage Pass-Through Certificates, Series 1997-MC2 (the
"Certificates"), or LaSalle National Bank, as trustee (the "Trustee") or REMIC
administrator (the "REMIC Administrator"), or ABN AMRO Bank N.V. as fiscal agent
(the "Fiscal Agent") for the Certificates, other than routine litigation
incidental to the duties of the Sponsor, CREI, NMCC, the Master Servicer, the
Special Servicer, the Trustee, the REMIC Administrator or the Fiscal Agent under
the Pooling and Servicing Agreement (the "Pooling Agreement") dated as of
November 1, 1997, between the Sponsor, CREI, as mortgage loan seller, NMCC, as
Additional Warranting Party, the Master Servicer, the Special Servicer, the
Trustee, the REMIC Administrator and the Fiscal Agent.

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

      None.


<PAGE>

                                     PART II

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

      (a)

      (1) There is no established public trading market for the Certificates. To
the best of the registrant's knowledge, there are no reported high and low bid
quotations for any of the Certificates.

      (2) As of December 31, 1997, the number of record holders of the
registrant's Mortgage Pass-Through Certificates, Series 1997-MC2 was 4.

      (3) Omitted pursuant to the 12(h) Exemption.

      (b) Not applicable.

Item 6. Selected Financial Data.

      Omitted pursuant to the 12(h) Exemption.

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

      Omitted pursuant to the 12(h) Exemption.

Item 7A. Quantitive and Qualitive Disclosure re Market Risk

      Not applicable.

Item 8. Financial Statements and Supplementary Data.

      Omitted pursuant to the 12(h) Exemption.

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

      None.

<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

      Omitted pursuant to the 12(h) Exemption.

Item 11. Executive Compensation.

      Omitted pursuant to the 12(h) Exemption.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

      (a) As of December 31, 1997, 100% of all the publicly offered Mortgage
Pass-Through Certificates, Series 1997-MC2 were held of record by Cede & Co., 55
Water Street, New York, NY 10041.

      (b) Omitted pursuant to the 12(h) Exemption.

      (c) Omitted pursuant to the 12(h) Exemption.

Item 13. Certain Relationships and Related Transactions.

      (a)(1) Omitted pursuant to the 12(h) Exemption.

      (a)(2) Omitted pursuant to the 12(h) Exemption.

      (a)(3) The registrant has been informed that as of December 31, 1997,
CRIIMI MAE was the beneficial owner of Certificates issued by the Trust with an
outstanding principal amount of $17,411,549 (representing 2% of the Certificates
and 100% of the Class K Certificates) CRIIMI MAE serves as Special Servicer
under the Pooling Agreement for which it will be entitled to certain Standby
Fees, Special Servicing Fees, Workout Fees and Liquidation Fees and all
assumption and modification fees, late payment charges and penalty interest in
excess of interest at the related Mortgage Rate received on or with respect to
Mortgage Loans serviced thereby. The Standby Fee accrues as to each Mortgage
Loan at a rate of .02% per annum which will be payable out of the Master
Servicing Fee. In 1997, CRIIMI MAE did not receive any fees for its services as
Special Servicer.

      (a)(4) None.

      (b) Omitted pursuant to the 12(h) Exemption.

      (c) Omitted pursuant to the 12(h) Exemption.

      (d) Omitted pursuant to the 12(h) Exemption.

<PAGE>

                                     PART IV

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

      (a) (1) Annual Statement of Compliance, pursuant to Pooling Agreement and
participation agreements referred to therein.

      Delivered by Midland as Master Servicer and CRIIMI MAE as Special
Servicer.

      (2) Annual Servicing Report from independent public accountants, pursuant
to Pooling Agreement and participation agreements referred to therein.

      (i) Delivered by Master Servicer.

      (ii) Omitted with respect to Special Servicer as no Mortgage Loans became
Specially Serviced Mortgage Loans or REO Properties during the time period
covered by this 10-K.

      (b) Reports on Form 8-K. During the last quarter of the prior calendar
year, Reports on Form 8-K were filed by the registrant as follows: Reports on
Form 8-K dated November 10, 1997, November 24, 1997, and November 25, 1997 were
filed in response to Item 5 (Other Events) of Form 8-K with respect to certain
information that may be considered to be computational materials and ABS term
sheets furnished to prospective investors in connection with the offering of the
Certificates; a Report on Form 8-K dated November 25, 1997 was filed in response
to Item 2 (Acquisition or Disposition of Assets) of Form 8-K with respect to the
issuance of the Certificates and the acquisition by the Trust Fund of the Trust
Fund assets.

      (c) (1) Articles of incorporation of MCFI have been previously filed with
the Securities and Exchange Commission.

      (2) By-laws of MCFI have been previously filed with the Securities and
Exchange Commission.

      (3) Pooling and Servicing Agreement dated as of November 1, 1997 among the
Sponsor, CREI, as Mortgage Loan Seller, NMCC, as Additional Warranting Party,
the Master Servicer, the Special Servicer, LaSalle National Bank, as Trustee and
REMIC Administrator, and ABN AMRO Bank N.V., as Fiscal Agent, has been
previously filed in a Report on Form 8-K dated November 25, 1997.

      (d) As required pursuant to the 12(h) Exemption, information aggregating
certain data reported with respect to each distribution date will be set forth
as Exhibit 99(d) hereto.


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.

No annual report covering the registrant's last fiscal year or proxy material
with respect to any annual or other meeting of security holders has been sent to
security holders.

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 and 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.

                                          MORTGAGE CAPITAL FUNDING, INC.
                                         (Issuer   in   respect   of Mortgage
                                          Pass-Through  Certificates,   Series
                                          1997-MC2)
                                                    (Registrant)

                                          By: /s/     Richard L. Jarocki, Jr.
                                                      Richard L. Jarocki, Jr.
                                                      President


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 in
the capacities indicated on March 30, 1998.

      Signature                           Capacity



/s/ Richard L. Jarocki, Jr.         President and Director
Richard L. Jarocki, Jr.             (Principal Executive Officer)



/s/ Theresa D. DeGuisto       Vice President and Treasurer
Theresa D. DeGuisto                 (Principal Financial and
                                     Accounting Officer)


/s/ Frank Forelle                    Vice President and Director
Frank Forelle


<PAGE>
                                  EXHIBIT INDEX

Exhibit No.
      99(a)(1) Annual Statement of Compliance, pursuant to Pooling Agreement and
participation agreements referred to therein.

      Delivered by Midland Loan Services,  L.P. as Master  Servicer and CRIIMI
MAE Services Limited Partnership as Special Servicer.

      99(a)(2) Annual Servicing Report from independent public accountants,
pursuant to Pooling Agreement and participation agreements referred to therein.

      Delivered by Master Servicer.

      99(d) Aggregate data with respect to distributions made in 1997.