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, 1996


                       Commission file number 333-03885-01

             TRUST CREATED BY MIDLAND REALTY ACCEPTANCE CORPORATION

                  (under a Pooling & Servicing Agreement dated
                   as of September 1, 1996, which Trust is the
                   issuer of Commercial Mortgage Pass-Through
                        Certificates, Series 1996-C1)
             -----------------------------------------------------
             (Exact name of Registrant as specified in its Charter)

        Missouri                                                36-4106421
State or other jurisdiction                                (I.R.S. Employer of
incorporation or organization                              Identification No.)

                         LaSalle National Bank, Trustee
                      135 South LaSalle Street, Suite 1740
                               Chicago, Illinois
               Attention: Asset-Backed Securities Trust Services
                            MRAC Series 1996-C1 60603
               (Address of principal executive office) (Zip Code)

       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]


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     Aggregate market value of the voting stock held by non-affiliates of the  
registrant as of December 31, 1996:  Not applicable.

     Number of shares of common stock as of December 31, 1996: Not applicable.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

                                     PART I

ITEM 1. BUSINESS.

     The Registrant issued Commercial Mortgage Pass-Through Certificates, Series
1996-C1 (the "Securities")  pursuant to a Pooling and Servicing  Agreement dated
as of September 1, 1996 (the  "Cut-off  Date") among Midland  Realty  Acceptance
Corporation,  as Depositor,  Midland Loan Services,  L.P., as Servicer,  LaSalle
National  Bank,  as  Trustee,  and ABN AMRO Bank  N.V.,  as Fiscal  Agent of the
Trustee.  The assets of the Trust  consist  primarily  of a pool of one  hundred
forty-three fixed rate mortgage loans and one adjustable rate mortgage loan (the
"Mortgage  Loans") having an aggregate  principal balance as of the Cut-off Date
of approximately $369,186,974.37. The Mortgage Loans are secured by Multi-family
and Commercial  Properties  (each,  a "Mortgaged  Property").  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,  which are filed on Form 8-K.  The Trust  will  acquire  title to real
estate only upon default of the mortgagors under the Mortgage Loans. 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.

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.

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                                     PART II

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

     The  Registrant's   Series  1996-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 1996-C1 Securities are treated as "common equity."

     (a)  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.

     (b)  Holders.  The  approximate  number of  registered  holders of
          all classes of Securities as of December 31, 1996 was thirty-nine.
     
     (c)  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 as to distribution to Security Holders is provided in 
          the Monthly Reports to Security Holders for each  month of the 
          fiscal year in which a distribution to Security Holders was made.

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.

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

     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 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     Not  Applicable.  Information  with  respect  to the Trust is contained  
in the Monthly  Reports to Security  Holders  filed on a monthly basis 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 to whom 
compensation  needs to be paid.  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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ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
          (Continued)

     (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 & 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 holders of the
Securities generally do not have the right to vote. Therefore, the information
requested by item 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 September 1, 
          1996 (hereby  incorporated herein by reference as exhibit to 
          Depositor's  Current Report  on Form 8-K filed  with the  
          Securities  and  Exchange  Commission  on October 9, 1996). 
          

99.1      Servicer's  Annual  Statement  as  to  Compliance  for the  
          year ended December 31, 1996 and  dated March 10, 1997.

99.2      Independent  Auditor's  Report  on  Compliance  with the
          Uniform Single Audit Program for Mortgage  Bankers dated
          February 19, 1997.

99.3      Certain annualized information regarding the Trust Fund.
________________________________________________________________________________

     (b)  Reports on Form 8-K

          1) Form 8-K dated October 25, 1996, covering Items 5 and 7.

          2) Form 8-K dated November 25, 1996, covering Items 5 and 7.

          3) Form 8-K dated December 26, 1996, covering Items 5 and 7.

     (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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                    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  requirements 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,  L.P., not in its  individual
                          capacity but solely as a duly authorized  agent of the
                          Registrant pursuant to Section 3.20 of the Pooling and
                          Servicing Agreement dated as of September 1, 1996

                          By:  Midland  Data  Systems,   Inc.,  its
                               General Partner



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

Date:  March 28, 1997



                                  EXHIBIT INDEX

                                                                SEQUENTIAL
EXHIBIT             DOCUMENT                                    PAGE NUMBER

   4.1              Pooling and  Servicing  Agreement dated 
                    as of September 1, 1996 (hereby  
                    incorporated by reference herein as exhibit 
                    to Depositor's  Current Report  on 
                    Form 8-K filed  with the  Securities  
                    and  Exchange  Commission  on  
                    October 9, 1996).

  99.1              Servicers Annual Statement as to Compliance       8
                    for the year ended December 31, 1996 and 
                    dated March 10, 1997.

  99.2              Independent Auditor's Report on Compliance       10
                    with the Uniform Single Audit Program for
                    Mortgage Bankers dated February 19, 1997.

  99.3              Certain annualized information regarding         13
                    the Trust Fund.


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