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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K

                    (Mark One) |X| Annual Report pursuant to
                    Section 13 or 15(d) of the Securities and
                      Exchange Act of 1934 for fiscal year
                             ended December 31, 2000
                                       or
              |_| Transition Report pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act 1934
            for the transaction period from __________to ___________

                        Commission File Number: 33-97994

                FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC.
                 (IN RESPECT OF COMMERCIAL MORTGAGE PASS-THROUGH
                          CERTIFICATES, SERIES 1997-C1)

             (Exact name of registrant as specified in its charter)

                          DELAWARE                                  56-1643598
         ---------------------------------                  -------------------
         (State or other jurisdiction                       (I.R.S. Employer
         of incorporation or organization)                  Identification No.)


         ONE FIRST UNION CENTER                                      28228-0600
         CHARLOTTE, NORTH CAROLINA                                  -----------
         -------------------------                                   Zip Code
         (Address of Principal Executive Offices)

                                 (704) 374-6828
               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 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 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. [ ]

                                 Not Applicable.

Aggregate market value of voting stock held by non-affiliates of the registrant
as of December 31, 2000.

                                 Not Applicable.



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Number of shares of common stock outstanding as of December 31, 2000

                                 Not Applicable.

Registrant has not been involved in bankruptcy proceedings during the proceeding
five years, and is not reporting as a corporate issuer.

The following documents are incorporated by reference into this Form 10-K.

                                      None.


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                FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC.
         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1
                                   FORM 10-K

                                     INDEX
<TABLE>
<CAPTION>
                                                                                                              PAGE
PART I.                                                                                                       -----
<S>      <C>                                                                                                   <C>
         Item 1. Business.......................................................................................4
         Item 2. Properties.....................................................................................4
         Item 3. Legal Proceedings..............................................................................4
         Item 4. Submission of Matters to a Vote of Security Holders............................................5

PART II.

         Item 5. Market for Registrant's Common Equity and Related
                 Stockholder Matters............................................................................5
         Item 6. Selected Financial Data........................................................................5
         Item 7. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations............................................................5
         Item 8. Financial Statements and Supplementary Data....................................................5
         Item 9. Changes In and Disagreements With Accountants on
                 Accounting and Financial Disclosure............................................................5

PART III.

         Item 10. Directors and Executive Officers of the Registrant...........................................5
         Item 11. Executive Compensation.......................................................................5
         Item 12. Security Ownership of Certain Beneficial Owners and Management...............................5
         Item 13. Certain Relationships and Related Transactions...............................................6

PART IV.

         Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K..............................6
 ..................
         Supplemental Information to be Furnished with Reports Filed Pursuant
            to Section 15(d) of the Securities Exchange Act of 1934 of Registrants
            Which Have Not Registered Securities Pursuant to Section 12 of such Act............................7

SIGNATURES.....................................................................................................8

INDEX OF EXHIBITS..............................................................................................9
</TABLE>


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                                     PART I

Item 1.  BUSINESS

This Annual Report on Form 10-K is being filed on behalf of First Union
Commercial Mortgage Securities, Inc. (the "Registrant") by State Street Bank
and Trust Company, solely in its capacity as trustee under the Pooling
Agreement hereinafter identified and with respect to the Registrant's
Commercial Mortgage Pass-Through Certificates, Series 1997-C1 (the
"Certificates"). The Certificates were issued under a Pooling and Servicing
Agreement dated as of May 1, 1997 (the "Pooling Agreement") among the
Registrant, as depositor, First Union National Bank of North Carolina (the
"Master Servicer"), as master servicer, Criimi Mae Services Limited
Partnership ("CMSLP"), as special servicer, and State Street Bank and Trust
Company, as trustee (in such capacity, the "Trustee"). The Registrant has
been informed that as of October 31, 1998, CMSLP has been removed as the
special servicer under the Pooling Agreement and that ORIX Real Estate
Capital Markets, LLC ("ORECM") has been serving as the replacement special
servicer under the Pooling Agreement. Capitalized terms used herein and not
otherwise defined shall have the respective meanings ascribed to such terms
in the Pooling Agreement.

Certain of the information contained in the Annual Report on Form 10-K has
been supplied to the Trustee by third parties without independent review or
investigation by the Trustee and no representation or warranty of any kind is
made by the Trustee with respect to such information.

The information called for by this item is omitted as it is not applicable to
the Trust Fund. As used in this Annual Report on Form 10-K, "omitted" means
that the response to the referenced item is omitted in reliance on the
procedures outlined in numerous no-action letters issued by the Securities
and Exchange Commission's Staff with respect to substantially similar trusts
or certificates.

Item 2.  PROPERTIES

Information regarding the mortgaged properties securing the Mortgage Loans
has been set forth in the Prospectus Supplement relating to the Certificates
filed with the Commission. The Trust Fund created under the Pooling Agreement
has or will acquire title to real estate only upon default of the related
mortgages under the Mortgage Loans. The Trust Fund did not acquire any
mortgage property in connection with the foreclosure of a defaulted Mortgage
Loans or otherwise.

The Annual Statement as to Compliance of First Union National Bank (formerly,
First Union National Bank of North Carolina) as Master Servicer is annexed
hereto as Exhibit 14(a)(1)(i). The Annual Servicing Report of KPMG LLP, an
independent public accountant, with respect to First Union National Bank as
the Master Servicer required to be delivered under the Pooling Agreement is
annexed hereto as Exhibit 14(a)(1)(ii).

The Annual Statement as to Compliance of ORECM as the Special Servicer
required under the Pooling Agreement is annexed hereto as Exhibit
14(a)(1)(iii). The Annual Independent Public Accountant's Servicing Report of
Arthur Andersen LLP, an independent public accountant, with respect to ORECM
as the Special Servicer required to be delivered under the Pooling Agreement
is annexed hereto as Exhibit 14(a)(1)(iv).

Item 3.  LEGAL PROCEEDINGS

The Registrant knows of no material pending legal proceedings involving
either of (i) the Mortgage Properties or (ii) to the extent related to the
Trust Fund, the Registrant, the Master Servicer, the Special Servicer, or the
Trustee, in each case, with respect to the Trust Fund other than ordinary
routine litigation, if any, incidental to the Trustee's, the Master
Servicer's, the Special Servicer's, or the Registrant's duties under the
Pooling Agreement and not material when taken as a whole.


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Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote or consent of the holders of the
Certificates during the period covered by this report.


                                     PART II


Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Presently, there is no established trading market for the Certificates known
to the Registrant. As of December 29, 2000, there are an aggregate of
sixty-seven (67) registered holders of all Classes of the Registrant's
Commercial Mortgage Pass-Through Certificates Series, 1997-C1, including
direct participants of the Depository Trust Company ("DTC") but excluding
Cede & Co., DTC's nominee. The computation of the approximate number of
holders is based upon the number of individual participants in a security
position listings provided by DTC.

Information as to distributions to Certificateholders have been provided in
the Registrant's monthly Form 8-K filings with respect to the Certificates.

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

The Registrant knows of no changes or disagreements with accountants on
accounting and financial disclosure with respect to the Trust Fund or the
Certificates.

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Omitted.

Item 11. EXECUTIVE COMPENSATION

Omitted.


                                    PART III


Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) The Registrant is responding to this item by providing information with
respect to the security ownership of certain owners of the Certificates,
which information is annexed hereto as Exhibit 99.1.

(b)      Omitted.


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(c) As of December 29, 2000, the Class K Certificates constitute the
"Controlling Class" of Certificates within the meaning and bearing the rights
and limitations set forth in the Pooling Agreement, including without
limitation the right to designate an entity to serve as special servicer
under the Pooling Agreement and to advise the special servicer with respect
to certain actions enumerated in the Pooling Agreement. Reference is hereby
made in all respects to the Pooling Agreement for a complete description of
the rights and limitations of the Controlling Class. The Registrant has been
informed that the records of the Trustee reflect that the registered holder
of the Class K Certificates is LaSalle National Bank as Trustee for Criimi
Mae Series 1998-C1.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not applicable.


                                     PART IV


Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

           (a)(1) FINANCIAL STATEMENTS

                  (i) The Statement as to Compliance to be delivered by First
           Union National Bank as master servicer under the Pooling Agreement is
           annexed hereto as Exhibit 14(a)(1)(i).

                  (ii) The Annual Servicing Report of an independent public
           accountant relating to master servicing by First Union National Bank
           is annexed hereto as Exhibit 14(a)(1)(ii).

                  (iii) The Annual Statement as to Compliance by ORECM as
           Special Servicer required pursuant to the Pooling Agreement is
           annexed hereto as Exhibit 14(a)(iii).

                  (iv) The Annual Independent Accountant's Servicing Report of
           Arthur Andersen LLP from an independent public accountant, with
           respect to ORECM as special servicer is annexed hereto as
           Exhibit 14(a)(1)(iv).

(a)(2) FINANCIAL STATEMENT SCHEDULES

Omitted.

(a)(3) EXHIBITS

Unless otherwise indicated, the following exhibits required by Item 601 of
Regulation S-K and previously furnished to the Commission as exhibits to a
Report on Form 8-K, are incorporated into this Form 10-K by reference:

                  4.       Pooling and Servicing Agreement dated as of
                           May 1, 1997, by and among First Union
                           Commercial Mortgage Securities, Inc.,
                           as depositor, First Union National Bank of North
                           Carolina as master servicer, Criimi Mae Services
                           Limited Partnership as special servicer, and State
                           Street Bank and Trust Company, as Trustee.

                  99.1*    Security Ownership of Certain Beneficial Owners.

           (b)    The following Reports on Form 8-K were filed with the
                  Commission by or on behalf of the Registrant with respect to
                  the Certificates during the last quarter of the period covered
                  by this report:


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                  Report on Form 8-K dated October 18, 2000, reporting items 5
                  and 7.

                  Report on Form 8-K dated November 18, 2000, reporting items 5
                  and 7.

                  Report on Form 8-K dated December 18, 2000, reporting items 5
                  and 7.

------------------
*  Filed herewith




SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OF REGISTRANTS WHICH
HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF SUCH ACT.

The Registrant has not sent an annual report or proxy material to the holders
of its Certificates. The Registrant will not be sending an annual report or
proxy materials to the holders of its Certificates subsequent to the filing
of this Form 10-K.


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                                   SIGNATURES


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.

                                FIRST UNION COMMERCIAL
                                MORTGAGE SECURITIES, INC.
                                (In Respect of its COMMERCIAL
                                MORTGAGE PASS-THROUGH
                                CERTIFICATES, SERIES 1997-C1)

Dated:  April 5, 2001           By:  State Street Bank and
                                     Trust Company, solely in its capacity
                                     as Trustee of the Trust Fund for the
                                     Registrant's Commercial Mortgage
                                     Pass-Through Certificates, Series 1997-C1
                                     and not individually on behalf of the
                                     Registrant


                                By: /s/ Daniel M. Scully
                                    -----------------------
                                    Daniel M. Scully, Assistant Secretary


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                                INDEX OF EXHIBITS

                                   DESCRIPTION

<TABLE>
<S>               <C>
14(a)(1)(i)       Annual Statement as to Compliance by First Union National Bank as master servicer.

14(a)(1)(ii)      Annual Independent Accountant's Report of KPMG LLP, an
                  independent public accountant, with respect to master
                  servicing by First Union National Bank.

14(a)(1)(iii)     Annual Statement as to Compliance by ORECM, as special servicer.

14(a)(1)(iv)      Annual Independent Accountant's Servicing Report of
                  Arthur Andersen LLP, with respect to special servicing
                  by ORECM.

99.1              Security Ownership of Certain Beneficial Owners (with original principal balances).
</TABLE>


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