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, 1997
                       
Commission File Number: 33-94448
                       
GMAC Commercial Mortgage Securities, Inc.
(Exact Name of registrant as specified in its charter)
                       
Delaware                      23-2811925
(State or Other Juris-            (I.R.S. Employer
diction of Incorporation)        Identification No.)
  
650 Dresher Road, Horsham, PA  19044
(Address of Principal Executive Office)
 
215-328-3480 
(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, 1997.  

Not applicable.
  
Number of shares of common stock outstanding  a
s of December 31, 1997.  

Not applicable.
    <PAGE>
              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
    <PAGE>
PART I
  
ITEM 1.         BUSINESS
  
This Annual Report on Form 10-K relates to the Trust Fund formed, and 
the Mortgage Pass-Through Certificates, Series 1997-C1 issued, 
pursuant to a Pooling and Servicing Agreement, dated as of 
September 1, 1997 (the "Pooling and Servicing Agreement"), by and 
among GMAC Commercial Mortgage Securities, Inc., as sponsor  (the "Company, 
GMAC Commercial Mortgage Corporation., as master and special servicer,
LaSalle National Bank, as trustee and REMIC administrator, and ABN AMRO
Bank, N.V., as fiscal agent.  The Certificates have been registered
pursuant to the Act under a Registration Statement on Form S-3 
(No. 333-27083) (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
       12/31/97.
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 
      12/31/97. 
  
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 
                         GMAC Commercial Mortgage 
                         Securities, Inc.,REGISTRANT      
                 
  
                              By: /s/ Russell Goldenberg
                              Name:  Russell Goldenberg
                              Title: Senior Vice President
                              Dated: April 14, 1998
  
  






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

  
  
  
 







Exhibit 99.1

 GMAC Commercial Mortgage Securities, Inc.
Series 1997-Cl
Annual Statements as to Compliance
For Period of September 30 to December 31,1997

Pursuant to Section 3.13 of the Pooling and Servicing Agreement, I attest 
that:

(i)A review of the activities of GMAC Commercial Mortgage as Master 
Servicer during the period, and of its performance under this Agreement, 
has been made 
under my supervision.

(ii)To the best of my knowledge, based on such review, GMAC Commercial 
Mortgage as Master Servicer, has fulfilled in all material respects its 
obligations under this Agreement throughout the period.

(iii)GMAC Comniercial Mortgage as Master Servicer has received no 
notice regarding qualifications, or challenging the status, of the Trust 
Fund as a REMIC from the the Internal Revenue Service or any other
 governmentalagency or body.

   
By: /s/ Diane Norberg
   Diane M. Norberg
   Vice President
GMAC Commercial Mortgage Corporation


Date:March 5, 1998
<PAGE>
                   GMAC Commercial Mortgage Securities, Inc.
                                 Series 1997-Cl
                       Annual Statement as to Compliance
                For Period of September 30 to December 31, 1997

Pursuant to section 3.13 of the Pooling and Servicing Agreement, I attest 
that:

A review of the activities of GMAC Commercial Mortgage as Special Servicer 
during the period, and of its peiformance under this Agreement has been 
made under my supervision.

To the best of my knowledge, based on such review, GMAC Commercial 
Mortgage as Special Servicer, has fulfilled in all material respects its 
obligations under this Agreement throughout the period.

GMAC Commercial Mortgage as Special Servicer has rcceived no notice 
regarding qualifications, or challenging the status, of the Trust Fund 
as a REMIC from the Internal Revenue Servicc or any other governmental 
agency or body.

BY:/s/ Chris Olofson
Chris Olofson
Vice President, GM.A.C Commercial MortMe Corporation
Date: March 2, 1998


















































Exhibit 99.2


Price Waterhouse LLP

Price Waterhouse

February 20, 1998

1177 Avenue of the Americas 
New York, NY 10036

Report of Independent Accountants

To the Board of Directors of
GMAC Commercial Mortgage Corporation

Telephone 212'596 7000 Facsimile 212 596 8910

We have examined management's assertions, dated February 20, 1998, 
about GMAC Commercial Mortgage Corporation's (the "Company") compliance 
with its established minimum servicing standards (herein "Servicing 
Policy") included in the accompanying management assertion as of and 
for the year ended December 31, 1997. Management is responsible for the 
Company's compliance with the Servicing Policy. 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 the 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 Policy and performing such other proceduf 
es 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 Servicing Policy.

In our opinion, management's assertion that the Company complied with 
the aforementioned Servicing Policy as of and for the year ended 
December 31, 1997 is fairly stated, in all material respects.

/s/ Price Waterhouse LLP<PAGE>
Barry Alan Moore
Executive Vice President

GMAC Commercial Mortgage Corporation
650 Dresher Road
P.O. Box 1015
Horsham, PA 19044-8015
Tel. 215-328-3806
Fax 215-328-3478

Report of Management

As of and for the year ended December 31, 1997, GMAC Commercial
Mortgage Corporation has complied in all material respects with the 
minimum servicing standards set forth in the Company's minimum servicing 
standards (attached), which were derived from the Mortgage Bankers 
Association of America's Uniform Single Attestation Program for Mortgage 
Bankers. As of and for this same period, GMAC Commercial Mortgage 
Corporation had in effect a General Motors Corporation fidelity bond of 
$150 million and a GMAC Commercial Mortgage Corporation errors and 
omissions policy in the amount of $30 million.

   
   
By:/s/ Barry A. Moore
Barry A. Moore
Executive Vice President



February 20, 1998
                       GMAC COMMERCIAL MORTGAGE CORPORATION
                          MINIT4UM SERVICING STANDARDS

1.                         CUSTODIAL BANK ACCOUNTS

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.

Funds of the servicing entity shall be advanced as specified in the 
servicing agreement in cases where there is an overdraft in an investor's 
or a mortgagor's account and an advance is specified in the Investor's 
Servicing Agreement.

All cash for each custodial account shall be maintained at a federally 
insured depository institution in trust for the applicable investor or in 
an investment account in accordance with the applicable servicing agreement 
requirements.

4. 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.

11.                   MORTGAGE PAYMENTS

I  Mortgage payments which are properly identified with a GMACCM account
number and agree to the total amount of the scheduled payment due 
shall be deposited into the clearing bank accounts and celated 
custodial bank accounts within two business days of receipt. Any 
mortgage payments which do not meet these parameters will be 
researched and deposited into the appropriate bank accounts within 
five business days of receipt.

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.

Mortgage payments shall be allocated to principal, interest, insurance, 
taxes

GAAAC Commercial Mortgage Corporation