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, 1998
                       
Commission File Number: 333-24489
                       
Mortgage Capital Funding, Inc.
Issuer in Repscet of Multifamily/Commercial
Mortgage Pass-Through Certificates Series 1998-MC1
(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,  10004 
(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, 1998.  

Not applicable.
  
Number of shares of common stock outstanding as of December 31, 
1998.  

Not applicable.
    


 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
    
PART I
  
ITEM 1.         BUSINESS
  
This Annual Report on Form 10-K relates to the Trust Fund 
formed, and the Commercial Mortgage Pass-Through Certificates, 
Series 1998-MC1 issued, pursuant to a Pooling and Servicing 
Agreement, dated as of April 1, 1998 (the "Pooling and Servicing 
Agreement"), by and among Mortgage Capital Funding as sponsor, 
Goldman Sacs Mortgage Company, As additional warranting party, 
Ameresco Services, as master Servicer Criimi Mae Services Limited Partnership as
special servicer, LaSalle National Bank, as 
Trustee and REMIC Administrator, and ABN AMRO Bank N.V., as 
fiscal agent. The Class A-1, Class A-2, Class X, Class B, Class 
C, Class D, Class E, Class F, Class G, Class J, Class K, Class L, 
Class M and Class N Certificates have been registered pursuant 
to the Act under a Registration Statement on Form S-3 (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 Borrowers 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 12/31/98.
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 12/31/98. 
  
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  
Mortgage Capital Funding 
REGISTRANT      
                 
  
By: /s/ Russell Goldenberg
Name:  Russell Goldenberg
Title: Senior Vice President
Dated: March 30, 1999
  
  

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


MORTGAGE CAPITAL FUNDING 1998-MC1

February 9, 1999

VIA CERTIFIED MAIL
RETURN RECEIPT REQUESTED

Mortgage Capital Funding, Inc.
399 Park Avenue, 3rd Floor
New York, New York  10043
Attention:  Mortgage Finance

Ladies & Gentlemen:

Reference is made to the Pooling and Servicing Agreement 
dated as of April 1, 1998, among Mortgage Capital Funding, 
Inc., as Sponsor,  Citicorp Real Estate, Inc., as Mortgage 
Loan Seller, Goldman Sachs Mortgage Company, as Additional 
Warranting Party, AMRESCO Capital, L.P., as Additional 
Warranting Party, AMRESCO Services, L.P., ("ASLP") as 
Master Servicer, CRIIMI MAE Services Limited Partnership, 
as Special Servicer, LaSalle National Bank, as 
Trustee and REMIC Administrator, and ABN AMRO Bank N.V., 
as Fiscal Agent, entered into in connection with 
Multifamily Commercial Mortgage Pass-Through Certificates, 
Series 1998-MC1 (the "PSA").

As Senior Vice President of AMRESCO, I have delegated to 
specified officers ("Officers") the responsibility for 
reviewing and monitoring the activities of AMRESCO, and of 
our performance under the PSA.

Accordingly, pursuant to Section 3.13 of the PSA and in 
accordance with certifications made to me by each of the 
Officers, AMRESCO certifies the following:

A review of the activities of AMRESCO for the period 
from April 1, 1998 to December 31, 1998, and of its 
performance under this PSA has been made under the 
supervision of the Officers, who have in turn been under 
my supervision;

To the best of my knowledge and the Officers' knowledge, 
based on such review, AMRESCO has fulfilled its obligations 
as Servicer in all material respects under the PSA 
throughout the period from April 1, 1998 to December 31, 1998;

Mortgage Capital Funding, Inc.
February 9, 1999
Page 2


AMRESCO did not use any sub-servicers, other than affiliates 
of AMRESCO, with respect to its duties under this PSA during 
the period from April 1, 1998 to December 31, 1998; and

To the best of my knowledge and the Officers' knowledge, 
AMRESCO has not received any notice regarding the 
qualification, or challenging the status, of the Series 
1998-MC1 as a REMIC from the Internal Revenue Service 
or any other governmental agency or body.

Please refer to the enclosed independent accountants' report 
dated January 30, 1999, delivered pursuant to Section 3.14 of 
the PSA, which discusses the results of their review of our 
activities under this PSA and which is incorporated herein by 
reference.

Very truly yours,



Daniel B. Kirby
Senior Vice President
AMRESCO Management, Inc., in its capacity
as Master Servicer under the PSA with respect to the
period from April 1, 1998  to December 31, 1998, and
AMRESCO Services, L.P.

Enclosures

cc:	Citibank, N.A.
	425 Park Avenue
	New York, New York  10043
	Attention:  Stephen E. Dietz, Esq.
		      Associate General Counsel

	Citicorp Real Estate, Inc.
	399 Park Avenue
	New York, New York  10043
	Attention:  Mr. Richard L. Jarocki, Jr.

	Goldman Sachs Mortgage Company
	c/o Goldman, Sachs & Co.
	85 Broad Street
	New York, New York  10004
	Attention:  Mr. Rolf Edwards

Mortgage Capital Funding, Inc.
February 9, 1999
Page 3


cc:	AMRESCO Capital, L.P.
	700 North Pearl Street
	Suite 2400, L.B. No. 342
	Dallas, Texas  75201
	Attention:  Mr. Edward Hurley

	CRIIMI MAE Services Limited Partnership
	1120 Rockville Pike
	Rockville, Maryland  20852
	Attention:  Mr. Brian Hanson

	CRIIMI MAE Services Limited Partnership
	1120 Rockville Pike
	Rockville, Maryland  20852
	Attention: David Iannarone, Esq.

	LaSalle National Bank
	135 South LaSalle Street
	Suite 1625
	Chicago, Illinois  60674-4107
	Attention:  ABS Group - MCFI - 
			Series 1998-MC1

	ABN AMRO Bank, N.V.
	c/o 135 South LaSalle Street
	Suite 1625
	Chicago, Illinois  60674-4107
	Attention:  ABS Group - MCFI - 
			Series 1998-MC1

	Standard & Poor's Ratings Services
	26 Broadway, 10th Floor
	New York, New York  10004
	Attention:  CMBS Surveillance


Mortgage Capital Funding, Inc.
February 9, 1999
Page 4


	Fitch IBCA, Inc.
	One State Street Plaza
	New York, New York  10004
	Attention:  CMBS Surveillance

	Weil, Gotshal & Manges, LLP
	767 Fifth Avenue
	New York, New York  10153-0114
	Attention:  Paul T. Cohn, Esq.






INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors of AMRESCO Services, L.P.:
We have examined management's assertion about AMRESCO Services,L.P.'s (the 
"Company") (a wholly owned subsidiary of AMRESCO, INC.) compliance with the 
Company's servicing standards identified in the Appendix as of and for the 
year ended December 31, 1998, included in the accompanying management 
assertion.  Such standards were established by the Company's management based
 on the Mortgage Bankers Association of America's Uniform Single Attestation 
Program for Mortgage Bankers ("USAP").  Management is responsi
e with these servicing standards.  Our responsibility is to express an 
opinion on management's assertion about the Company's compliance based on our
 examination.  
Our examination was made in accordance with standards established by the 
American Institute of Certified Public Accountants and accordingly, included 
examining, on a test basis, evidence about the Company's compliance with the 
servicing standards and performing such other procedures as we considered 
necessary in the circumstances.  We believe that our examination provides a 
reasonable basis for our opinion.  Our examination does not provide a legal 
determination on the Company's compliance with the servicin
reements.
In our opinion, management's assertion that AMRESCO Services, L.P. complied 
with its established servicing standards identified in the Appendix as of and
 for the year ended December 31, 1998, is fairly stated, in all material 
respects.
/s/  DELOITTE & TOUCHE LLP
February 4, 1999

1.	Reconciliations shall be prepared on a monthly basis for all custodial 
bank accounts and related bank clearing accounts.  These reconciliations shall
:
* be mathematically accurate;
* be prepared within forty-five (45) calendar days after the cutoff date;
* be reviewed and approved by someone other than the person who prepared the 
reconciliation; and
* document explanations for reconciling items.  These reconciling items shall
 be resolved within ninety (90) calendar days of their original 
identification.
2.	Each custodial account shall be maintained at a federally insured 
depository institution in trust for the applicable investor.
3.	Escrow funds held in trust for a mortgagor shall be returned to the 
mortgagor within thirty (30) calendar days of payoff of the mortgage loan.
II.	MORTGAGE PAYMENTS
1.	Scheduled mortgage payments shall be deposited into the custodial bank 
accounts and related bank clearing accounts within two business days of 
receipt.
2.	Scheduled mortgage payments made in accordance with the mortgagor's loan 
documents shall be posted to the applicable mortgagor records within two 
business days of receipt.
3.	Scheduled mortgage payments shall be allocated to principal, interest, 
insurance, taxes or other escrow items in accordance with the mortgagor's 
loan documents.
4.	Mortgage payments identified as loan payoffs or other nonscheduled 
payments shall be allocated in accordance with the mortgagor's loan documents.
III.	DISBURSEMENTS
1.	Disbursements made via wire transfer on behalf of a mortgagor or investor 
shall be made only by authorized personnel.
2.	Disbursements made on behalf of a mortgagor or investor shall be posted 
within two business days to the mortgagor's or investor's records maintained 
by the servicing entity.
3.	Tax and insurance payments shall be made on or before the penalty or 
insurance policy expiration dates, as indicated on tax bills and insurance 
premium notices, respectively, provided that such support has been received 
by the servicing entity at least thirty (30) calendar days prior to these 
dates.
4.	Any late payment penalties paid in conjunction with the payment of any tax
 bill or insurance premium notice shall be paid from the servicing entity's 
funds and not charged to the mortgagor, unless the late payment was due to 
the mortgagor's error or omission.
5.	Amounts remitted to investors per the servicer's investor reports shall 
agree with canceled checks, or other form of payment, or custodial bank 
statements.
6.	Unused checks shall be safeguarded so as to prevent unauthorized access.
IV.	INVESTOR ACCOUNTING AND REPORTING
1.	The servicing entity's investor reports shall agree with, or reconcile to,
 investors' records on a monthly basis as to the total unpaid principal 
balance and number of loans serviced by the servicing entity.
V.	MORTGAGOR LOAN ACCOUNTING
1.	The servicing entity's mortgage loan records shall agree with, or 
reconcile to, the records of mortgagors with respect to the unpaid principal 
balance on a monthly basis.
2.	Adjustments on ARM loans shall be computed based on the related mortgage 
note and any ARM rider.
3.	Escrow accounts shall be analyzed, in accordance with the mortgagor's loan
 documents, on an annual basis or as required by the servicing agreement.
4.	Interest on escrow accounts shall be paid, or credited, to mortgagors in 
accordance with the servicing agreements.
VI.	DELINQUENCIES
1.	Records documenting collection efforts shall be maintained during the 
period a loan is in default and shall be updated at least monthly.  Such 
records shall describe the entity's activities in monitoring delinquent loans
 including, for example, phone calls, letters and mortgage payment 
rescheduling plans.
VII.	INSURANCE POLICIES
1.	A fidelity bond and errors and omissions policy shall be in effect on the 
servicing entity throughout the reporting period in the amount of coverage 
represented to investors in management's assertion.

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