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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
--  OF 1934

FOR THE FISCAL YEAR ENDED:  DECEMBER 31, 1997

                                       OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--  ACT OF 1934

FOR THE TRANSITION PERIOD FROM ____________ TO ______________

COMMISSION FILE NUMBER:  33-68930

                          CMC SECURITIES CORPORATION II
             (Exact name of Registrant as specified in its Charter)

            DELAWARE                                        75-2473215
    (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                       Identification No.)

         2711 NORTH HASKELL AVENUE                              75204
    (Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (214) 874-2323

        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 DOCUMENTS AND
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
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
          ---

AT MARCH 31, 1998 THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
NONAFFILIATES WAS: NOT APPLICABLE.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J (1)(a)
AND (b) OF FORM 10-K AND IS, THEREFORE, FILING THIS FORM WITH REDUCED DISCLOSURE
FORMAT.

NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AT MARCH 21, 1998:  1,000

                   DOCUMENTS INCORPORATED BY REFERENCE: NONE.

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                          CMC SECURITIES CORPORATION II

                          1997 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                        ----
                                     PART I

<S>            <C>                                                                                      <C>
ITEM 1.         THE COMPANY........................................................................        1

ITEM 2.         PROPERTIES.........................................................................        1

ITEM 3.         LEGAL PROCEEDINGS..................................................................        1


                                     PART II

ITEM 5.         MARKET FOR THE REGISTRANT'S COMMON EQUITY
                  AND RELATED STOCKHOLDER MATTERS..................................................        2

ITEM 8.         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................................        2

ITEM 9.         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE..............................................        2


                                    PART III

ITEM 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                  AND MANAGEMENT...................................................................        2


                                     PART IV

ITEM 14.        EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
                  REPORTS ON FORM 8-K..............................................................        3

</TABLE>

<PAGE>   3

                                     PART I

ITEM 1. THE COMPANY.

CMC Securities Corporation II (the "Company") was incorporated in Delaware on
January 4, 1993 as a limited-purpose finance corporation and is wholly-owned by
Capstead Holdings, Inc. ("CHI"), a subsidiary of Capstead Mortgage Corporation
("CMC"). CHI was formed in 1997 in part to hold CMC's interest in the Company
and Capstead Inc. Prior to the formation of CHI, the Company was owned by
Capstead Inc.

The Company was formed primarily for the purpose of issuing publicly-offered
multi-class, mortgage pass-through certificates ("MPCs") that evidence ownership
interests in trust funds owning pools of mortgage loans secured by single-family
residences purchased by the trust funds from the Company. On March 30, 1993 the
Securities and Exchange Commission declared effective an amended registration
statement filed by the Company covering the offering of a maximum of $2 billion
aggregate principal amount of MPCs, issuable from time to time in series.
Another registration statement was filed in September 1993 with a September 27,
1993 effective date covering the offering of another $2 billion of MPCs. The
Company issued its first MPC (MPC series 1993-2A) on May 28, 1993. As of
December 31, 1997 the Company had issued 13 MPCs (MPC Series 1993-2A through
1996-C) totaling $2,960,389,000, including $217,199,000 of privately-placed
MPCs.

ITEM 2. PROPERTIES.

The Company's operations are conducted primarily in Dallas, Texas on properties
leased by CMC.

Each series of MPCs issued by the Company represents in the aggregate the entire
beneficial interest in a trust (collectively, for all such series, the "Trusts")
consisting primarily of a segregated pool of single-family first mortgage loans.
For each servicer of mortgage loans owned by the Trusts, the Company will
furnish an Officer's Certificate of the Servicer with regard to such servicer's
compliance with the terms of the Security Agreement.

Listing of Officer's Certificates of the Servicers............  See Exhibit 99.3

ITEM 3. LEGAL PROCEEDINGS.

As of the date hereof, there are no material legal proceedings outside the
normal course of business to which the Company was a party or of which any of
its property was the subject.


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                                     PART II

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

All of the Company's common stock is owned by CHI. Accordingly, there is no
public trading market for its common stock. Presently, there is no established
trading market for the Company's MPCs. Holders of record for the Company's
publicly-offered MPCs are as follows:

<TABLE>
<CAPTION>
              MPC SERIES                        HOLDERS OF RECORD
              ----------                        -----------------
<S>                                            <C>
                1993-2A                                 11
                1993-2B                                  2
                1993-2C                                  5
                1993-2D                                  5
                1993-2E                                  4
                1993-2F                                  2
                1993-2G                                  4
                1993-2H                                  2
                1993-2I                                  2
                1995-A                                   3
                1996-A                                   3
                1996-B                                   2
                1996-C                                   2
                                                   -------
                                                        47
                                                   =======
</TABLE>


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Listing of Officer's Certificates of the Servicers........     See Exhibit 99.3

Listing of Independent Accountants Reports on Servicer's
   Servicing Activities...................................     See Exhibit 99.4


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

None.

                                    PART III

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

Security Ownership of Certain
   Beneficial Owners and Management.......................     See Exhibit 99.2


                                      -2-
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                                     PART IV

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

    (a) Documents filed as part of this report:

        1.  Financial Statements:

            Listings of Officer's Certificates of the Servicers and Independent
            Accountants Reports on Servicer's Activities. Actual copies of such
            Certificates and reports are available upon request.

        2.  Financial statement schedules: None.

        3.  Exhibits:

        EXHIBIT
        NUMBER

         3.1      Certificate of Incorporation of CMC Securities Corporation
                  II(2)

         3.2      Bylaws of CMC Securities Corporation II(2) 4.1 Standard
                  Provisions for Pooling and Administration Agreement(2)

         4.2      Pooling and Administration Agreement (Series Provisions)(2)

         10.1     Representative Form(s) of Mortgage Note(s)(4)

         10.2     Representative Form of Mortgage(4)

         10.3     Specimen of Mortgage Pool Insurance Policy(2)

         10.4     Specimen of Special Hazard Insurance Policy(2)

         10.5     Specimen of Primary Mortgage Insurance Policy(4)

         10.6     Specimen of Standard Hazard Insurance Policy(4)

         10.7     Specimen of Bankruptcy Bond(2)

         10.8     Form of Servicing Agreement(2)

         10.9     Form of Loan Sale Agreement(2)

         10.10    Form of Agreement with Clearing Agency(2)

         99.1     Forms of Prospectus Supplement(3)

         99.2     Security Ownership of Certain Beneficial Owners and
                  Management*

         99.3     Listing of Officer's Certificates of the Servicers*

         99.4     Listing of Independent Accountants Reports on Servicer's
                  Servicing Activities*

         ----------------

        (1) Previously filed with the Commission as an exhibit to the Company's
            Registration Statement on Form S-11 (No. 33-6830) as of September
            16, 1993.

        (2) Previously filed with the Commission as an exhibit to the Company's
            Registration Statement on Form S-11 (No. 33-56778) as of January 7,
            1993.

        (3) Previously filed with the Commission as an exhibit to Amendment No.
            1 to the Company Registration Statement on Form S-11 (No. 33-56778)
            as of March 8, 1993.

        (4) Previously filed with the Commission as an exhibit to Amendment No.
            2 to the Company's Registration Statement on Form S-11 (33-56778) as
            of March 26, 1993.

        *   Filed herewith.

        (b) Reports on Form 8-K:

            Current Reports on Form 8-K dated October 27 and December 19, 1997,
            regarding monthly distributions of principal and interest made with
            respect to the outstanding REMIC Pass-Through Certificates on
            September 25 and October 25, 1997, respectively, (Item 5).



                                      -3-
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                                   SIGNATURES


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


                                               CMC SECURITIES CORPORATION II
                                                      REGISTRANT



Date:  March 13, 1998                       By:  /s/  ANDREW F. JACOBS
                                               --------------------------------
                                                      Andrew F. Jacobs
                                               Senior Vice President-Control,
                                                  Treasurer and Secretary



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated below and on the dates indicated.


<TABLE>
<S>                                     <C>                                <C>

/s/ RONN K. LYTLE                            Chairman, Chief                     March 13, 1998
-------------------------------              Executive Officer
    (Ronn K. Lytle)                          and Director



/s/ ANDREW F. JACOBS                         Senior Vice President-              March 13, 1998
-------------------------------              Control, Treasurer
    (Andrew F. Jacobs)                       and Secretary




/s/ MAURICE MCGRATH                          Director                            March 20, 1998
-------------------------------
    (Maurice McGrath)

</TABLE>

<PAGE>   7




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

No annual report or proxy material has been sent to security holders.



<PAGE>   8

<TABLE>
<CAPTION>
                               INDEX TO EXHIBITS


        EXHIBIT
        NUMBER                DESCRIPTION
        -------               -----------
<S>               <C>
         3.1      Certificate of Incorporation of CMC Securities Corporation
                  II(2)

         3.2      Bylaws of CMC Securities Corporation II(2) 4.1 Standard
                  Provisions for Pooling and Administration Agreement(2)

         4.2      Pooling and Administration Agreement (Series Provisions)(2)

         10.1     Representative Form(s) of Mortgage Note(s)(4)

         10.2     Representative Form of Mortgage(4)

         10.3     Specimen of Mortgage Pool Insurance Policy(2)

         10.4     Specimen of Special Hazard Insurance Policy(2)

         10.5     Specimen of Primary Mortgage Insurance Policy(4)

         10.6     Specimen of Standard Hazard Insurance Policy(4)

         10.7     Specimen of Bankruptcy Bond(2)

         10.8     Form of Servicing Agreement(2)

         10.9     Form of Loan Sale Agreement(2)

         10.10    Form of Agreement with Clearing Agency(2)

         99.1     Forms of Prospectus Supplement(3)

         99.2     Security Ownership of Certain Beneficial Owners and
                  Management*

         99.3     Listing of Officer's Certificates of the Servicers*

         99.4     Listing of Independent Accountants Reports on Servicer's
                  Servicing Activities*
</TABLE>

         ----------------

        (1) Previously filed with the Commission as an exhibit to the Company's
            Registration Statement on Form S-11 (No. 33-6830) as of September
            16, 1993.

        (2) Previously filed with the Commission as an exhibit to the Company's
            Registration Statement on Form S-11 (No. 33-56778) as of January 7,
            1993.

        (3) Previously filed with the Commission as an exhibit to Amendment No.
            1 to the Company Registration Statement on Form S-11 (No. 33-56778)
            as of March 8, 1993.

        (4) Previously filed with the Commission as an exhibit to Amendment No.
            2 to the Company's Registration Statement on Form S-11 (33-56778) as
            of March 26, 1993.

        *   Filed herewith.