SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    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 333-51817-01

             TRUST CREATED BY COMMERCIAL MORTGAGE ACCEPTANCE CORP.

                (under a Pooling and Servicing Agreement dated
                     as of July 1, 1998 which Trust is the
                  issuer of Commercial Mortgage Pass-Through
                         Certificates, Series 1998-C1)
          ----------------------------------------------------------
            (Exact name of Registrant as specified in its Charter)

New York                                                 36-4243002
(State or other jurisdiction                             (I.R.S. Employer of
incorporation or organization)                           Identification No.)

                              LaSalle National Bank
                      135 South LaSalle Street, Suite 1625
                           Chicago, Illinois 60674-4107 
                    (Address of Principal Executive Office)
      Registrant's telephone number, including area code: (800) 246-5761

      Securities   registered   pursuant  to  Section  12(b)  of  the  Act:  Not
applicable.
      Securities   registered   pursuant  to  Section  12(g)  of  the  Act:  Not
applicable.

      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 (section 229.405 of this chapter) 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)

      Aggregate market value of the 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.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None.


<PAGE>


                                     PART I

ITEM 1.    BUSINESS

      The  Registrant  issued  Commercial  Mortgage  Pass-Through  Certificates,
Series 1998-C1 (the "Securities")  pursuant to a Pooling and Servicing Agreement
dated  as of July  1,  1998  (the  "Cut-off  Date")  among  Commercial  Mortgage
Acceptance Corp., as Depositor,  Midland Loan Services, Inc., as Master Servicer
and Special Servicer, LaSalle National Bank, as Trustee, and ABN AMRO Bank N.V.,
as Fiscal  Agent.  The assets of the Trust  consist  primarily  of a pool of 312
fixed-rate mortgage loans or groups of cross-collateralized  and cross-defaulted
mortgage loans (the "Mortgage  Loans") having an aggregate  principal balance as
of the Cut-off Date of  approximately  $1,192,238,941.  The  Mortgage  Loans are
secured  by  Multi-family   and  Commercial   Properties   (each,  a  "Mortgaged
Property").  The Trust was  formed on July 1,  1998.  Security  Holders  receive
Monthly Reports regarding distributions.

      Further  information  with  respect  to the  performance  of the  Trust is
summarized in the Monthly Reports to Security  Holders,  which are filed on Form
8-K.

ITEM 2.    PROPERTIES.

      Information regarding the Mortgaged Properties securing the Mortgage Loans
is set forth in the Prospectus  Supplement  and the Monthly  Reports to Security
Holders.  The Trust will  acquire  title to real estate only upon default of the
mortgagors  under the Mortgage  Loans.  As of March 30, 1999, the Trust Fund did
not own any real estate. Therefore, this item is inapplicable.

ITEM 3.    LEGAL PROCEEDINGS.

      There are no material  pending legal  proceedings  involving the Trust or,
with respect to the Trust or the Mortgage Loans, the Trustee, any custodian, the
Servicer or the Depositor,  other than ordinary routine litigation incidental to
the Trustee's,  any custodian's,  the Servicer's or the Depositor's duties under
the Pooling and Servicing Agreement.


                                     PART II

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

      No matters were submitted to a vote of Security  Holders during the fiscal
year covered by this report.


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

(a)  The  Registrant's   Series  1998-C1   Securities   represent   non-recourse
obligations of the Trust, such Trust having assets which consist of the Mortgage
Loans. Strictly speaking, Registrant has no "common equity," but for purposes of
this Item only,  Registrant's  Commercial  Mortgage  Pass-Through  Certificates,
Series 1998-C1 (the "Securities"), are treated as "common equity."

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(i)        Market Information. There is no established public trading market for
           Registrant's  Securities.  Registrant  believes  the  Securities  are
           traded   primarily  in  intra-dealer   markets  and   non-centralized
           inter-dealer markets.

(ii)       Holders.  The approximate number of registered holders of all classes
           of Securities as of December 31, 1998 was 34.

(iii)      Dividends.  Not  applicable.   The  information  regarding  dividends
           required  by  sub-paragraph  (c) of  Item  201 of  Regulation  S-K is
           inapplicable  because  the  Trust  does not pay  dividends.  However,
           information  about  distributions  to Security Holders is provided in
           the Monthly Reports to Security Holders, which are filed on Form 8-K,
           for each month of the fiscal year in which a distribution to Security
           Holders was made.

(iv)       Sales of  Unregistered  Securities.  Classes  F, G, H, J, K, L, M, N,
           R-I,  R-II,  R-III,  and V  Certificates  were  privately  offered to
           qualified institutional buyers and institutional accredited investors
           by  Morgan  Stanley  &  Co.  Incorporated  as  placement  agent.  The
           privately placed Certificates were sold to the placement agent at the
           following prices,  expressed as a percentage of the initial principal
           balances of the Certificates:

                Class          Price to Initial Purchaser
                  F                 85.3377%
                  G                 83.7220%
                  H                 81.3096%
                  J                 76.4227%
                  K                 71.3412%
                  L                 55.2773%
                  M                 37.7362%
                  N                 33.2572%

           The  Class  R-I,  R-II  ,  R-III  and V had  no  initial  certificate
balances.

(b) Not applicable.

ITEM 6.    SELECTED FINANCIAL DATA.

      Not  Applicable.   Because  of  the  limited   activities  of  the  Trust,
information  with respect to the  performance  of the Trust is summarized in the
Monthly Reports to Security Holders,  which are filed on a monthly basis on Form
8-K.

      Each   Mortgage   Loan,   and  each  group  of   cross-collateralized   or
cross-defaulted  Mortgage Loans, had an aggregate principal balance of less than
10% of the aggregate  principal  balance of the Mortgage Loans as of the Cut-off
Date.

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<PAGE>



ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATION.

      Not applicable.  The information required by item 303 of Regulation S-K is
inapplicable  because the Trust does not have  management per se, but rather the
Trust has a Trustee  who  causes  the  preparation  of the  Monthly  Reports  to
Security Holders. Information concerning the Mortgage Loans and distributions to
the Security  Holders is contained  in the Monthly  Reports to Security  Holders
which are filed on Form 8-K, and on the Annual  Statement of compliance  and the
Annual Servicing Report filed under Item 14 of Form 10-K.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

           Not Applicable.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

           Not Applicable.  Because of the limited activities of the Trust,
information with respect to the Trust is summarized in the Monthly Reports to
Security Holders, which are filed on Form 8-K.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE.

      None.

                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.

      Not applicable. The Trust does not have officers or directors.  Therefore,
the   information   requested  by  items  401  and  405  of  Regulation  S-K  is
inapplicable.

ITEM 11.   EXECUTIVE COMPENSATION.

      Not applicable. The Trust does not have officers or directors.  Therefore,
the information requested by item 402 of Regulation S-K is inapplicable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(a)        Security  ownership of certain  beneficial  owners.  Not  applicable.
           Under the Pooling and Servicing  Agreement  governing the Trust,  the
           holders of the Securities generally do not have the right to vote and
           are  prohibited   from  taking  part  in  management  of  the  Trust.
           Therefore, the information requested by item 403(a) of Regulation S-K
           is inapplicable.



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<PAGE>

(b)        Security  ownership of management.  Not applicable.  The  Trust  does
           not have  any  officers  or  directors.  Therefore,   the information
           requested  by  item  403(b)  of  Regulation  S-K  is inapplicable.

(c)        Changes  in control. Not applicable.  Because Security Holders do not
           possess,  directly  or  indirectly,  the power to direct or cause the
           direction of the   management  and policies of the Trust,  other than
           with  respect to  certain  required  consents  to  amendments  to the
           Pooling  and   Servicing  Agreement  and the  ability  of  holders of
           specified  amounts  of the  Securities to act as a group in the event
           of  the  occurrence  of  certain  events  which if  continuing  would
           constitute  events  of  default  under   the  Pooling  and  Servicing
           Agreement,  the information requested  with respect to item 403(c) of
           Regulation S-K is inapplicable.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      Not  applicable.  The Trust does not have  officers or directors and under
the Pooling  and  Servicing  Agreement  governing  the Trust,  the holder of the
Securities generally do not have the right to vote.  Therefore,  the information
requested by items 404 of Regulation S-K is inapplicable.

                                     PART IV

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

     (a) The following is a list of documents filed as part of this report:

           EXHIBITS

           *4.1 Pooling  and  Servicing  Agreement  dated  as of  July  1,  1998
                (Exhibit 4.1 to Registrant's Form 8-K Report dated July 29, 1998
                and filed August 13, 1998).

           99.1 Servicer's  Annual Statement as to Compliance for the year ended
                December 31, 1998.

           99.2 Independent  Auditor's  Report for  the year ended  December 31,
                1998.

           99.3 Management's   Report   of   Compliance   for  the  year   ended
                December 31, 1998.

           -----------------
           *    Asterisk indicates exhibits incorporated by reference as
           indicated.


     (b)   The following  reports on Form 8-K were filed during the last quarter
           of the period covered by the Report:
                Date Filed         Event Reported

                October 28, 1998   Monthly  Report  regarding  distributions  to
                                   Security Holders made on October 15, 1998.

                November 30, 1998  Monthly  Report  regarding  distributions  to


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<PAGE>


                                   Security Holders made on November 15, 1998.

                December 17, 1998  Monthly  Report  regarding  distributions  to
                                   Security Holders made on December 15, 1998.

           The following  reports on Form 8-K describes an event which occurred,
           in part,  during  the last  quarter  of the  period  covered  by this
           Report:
                Date Filed         Event Reported

                January 28, 1998   Monthly  Report  regarding  distributions  to
                                   Security Holders made on January 15, 1999.

     (c)   The exhibits required to be filed by Registrant  pursuant to item 601
           of  Regulation  S-K are listed  above and in the  Exhibit  Index that
           immediately follows the signature page hereof.

     (d)   Not  Applicable.   The  Trust  does  not  have  any  subsidiaries  or
           affiliates. Therefore, no financial statements are filed with respect
           to subsidiaries or affiliates.


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<PAGE>



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

      No  Annual  report,  proxy  statement,  form of proxy or other  soliciting
material  has  been  sent to  Security  Holders,  and the  Registrant  does  not
contemplate sending any such materials subsequent to the filing of this report.

                                    SIGNATURE


Pursuant to the  requirement of Section 13 or 15(d) of the  Securities  Exchange
Act of 1934,  Registrant  has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                          MIDLAND LOAN  SERVICES,  INC.,  not in its  individual
                          capacity  but  solely  as a duly  authorized  agent of
                          Registrant pursuant to Section 3.20 of the Pooling and
                          Servicing Agreement dated as of July 1, 1998.

                               By:  /s/ Lawrence D. Ashley
                                   ---------------------------------
                               Name:    Lawrence D. Ashley
                               Title:   Director of MBS Programs

Date: March 31, 1999


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<PAGE>


                                  EXHIBIT INDEX

EXHIBIT                   DOCUMENT


*4.1                      Pooling and  Servicing  Agreement  dated as of July 1,
                          1998  (Exhibit  4.1 to  Registrant's  Form 8-K  Report
                          dated July 29, 1998 and filed August 13, 1998).

99.1                      Servicer's Annual Statement as to  Compliance  for the
                          year ended December 31, 1998.

99.2                      Independent  Auditor's  Report  for  the  year   ended
                          December 31, 1998.

99.3                      Management's Report  of  Compliance for the year ended
                          December 31, 1998.

--------------------
*     Asterisk indicates exhibits incorporated by reference as indicated.



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