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

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

                                    FORM 10-K
            (Mark One)
        X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                         EXCHANGE ACT OF 1934 (FEE REQUIRED)
                      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 (NO FEE REQUIRED)
                          For the transition period from        to
                            Commission file number 333-21511
                       BENEFICIAL MORTGAGE SERVICES, INC.
                                   (Depositor)

                    BENEFICIAL HOME EQUITY LOAN TRUST 1997-2
               (Issuer in Respect of the Beneficial Home Equity Loan
                      Asset  Backed  Certificates,  Series  1997-2)
                     (Exact name of registrant as specified in its
                                   charter)

            New York (Issuer)                             13-3973303 (Issuer)
     (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                        Identification No.)

         301 North Walnut Street
           Wilmington, Delaware                                  19801
 (Address of principal executive offices of
   Depositor and Master Servicer)                              (Zip Code)
       Registrant's telephone number, including area code:
       (302) 425-2500 (Depositor and Master Servicer)

       SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
           Title of each class:                        Name of each exchange on
                                                            which registered:
                  None                                            None
--------------------------------------------------  ----------------------------

       SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      None
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                                (Title of class)

                  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. [ ]

                  State the  aggregate  market value of the voting stock held by
non-affiliates  of registrant.  The aggregate  market value shall be computed by
reference to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of a specified date within 60 days prior to the date of
filing.
                                 Not applicable

                       Documents Incorporated By Reference
                                 Not Applicable
================================================================================

================================================================================


<PAGE>



                                TABLE OF CONTENTS

Part I

Item 1.           Business                                               3
Item 2.           Properties                                             3
Item 3.           Legal Proceedings
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                               4
Item 6.           Selected Financial Data                                4
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 Statements Schedules and
                    Reports on Form 8-K                                  5

                  Signature                                              6

                  Exhibit Index                                          7


<PAGE>



                                     PART I

Item 1.           Business.

                  This Annual Report on Form 10-K relates to the Beneficial Home
Equity Loan Trust 1997-2 (the "Trust"),  a fund formed pursuant to a Pooling and
Servicing  Agreement,  dated as of September 1, 1997 (the "Pooling and Servicing
Agreement"),  by and among Beneficial Mortgage  Corporation,  as master servicer
(the "Master  Servicer"),  and The Chase Manhattan Bank (National  Association),
acting  thereunder  not in its  individual  capacity but solely as trustee.  The
Trust, which is the issuer of the Certificates,  became subject to the reporting
requirements  under  Section  13 of the  Securities  Exchange  Act of  1934,  as
amended,  when the  Registration  Statement  on Form  S-11  (No.333-21511)  (the
"Registration Statement"), filed by the Depositor on behalf of the Trust, became
effective.

                  Capitalized  terms used herein and not  defined  have the same
meanings ascribed to such terms in the Pooling and Servicing Agreement.

                  This  Annual  Report  on  Form  10-K  is  being  filed  by the
Depositor, in its capacity as such under the Pooling and Servicing Agreement, on
behalf of the Trust.  The  information  reported and  contained  herein has been
prepared  by  the  Master  Servicer,  pursuant  to  the  Pooling  and  Servicing
Agreement.



Item 2.           Properties.

                  Not applicable.

Item 3.           Legal Proceedings.

                  The Master Servicer is not aware of any material pending legal
proceedings  involving the Trust,  the Home Equity Loans comprising the Trust or
the Trustee or the Master 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 matter has been  submitted  to a vote of the
Certificateholders  through the  solicitation  of proxies or otherwise.




<PAGE>


                                     PART II

Item 5.           Market for Registrant's Common Equity and Related Shareholder
                  Matters.

                  As of  December  31,  1997,  Cede & Co.,  the  nominee  of the
Depository Trust Company  ("DTC"),  was the only holder of record of the Class A
Certificates,  the Class M Certificates and the Class B Certificates.  DTC holds
the Certificates for the accounts of others. To the Depositor'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 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   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.



<PAGE>


                                     PART IV


ITEM 14.        Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)      (1)    Financial Statements

                Not applicable.

         (2)    Financial Statement Schedules

                Not applicable.

         (3)    Exhibits

                99.1    Servicer's Annual Statement of Compliance for the period
                        ended 12/31/97.

                99.2    Servicer's Independent Auditor's Report of Servicer's
                        Servicing Activities.

(b)      Current  Reports on Form 8-K for the Trust were filed on November  28,
         1997 and December 29, 1997 during the quarter ended December 31, 1997.





<PAGE>


                                    SIGNATURE



                  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  behalf  of  Beneficial  Home  Equity  Loan  Trust  1997-2 by the
undersigned, thereunto duly authorized.



                    BENEFICIAL HOME EQUITY LOAN TRUST 1997-2
                         Registrant

                    By:  Beneficial Mortgage Services, Inc.
                   (Depositor)




                     By:    /s/ Richard J. Zak
                     Richard J. Zak
                     Vice President and Controller



March 31, 1998



<PAGE>




                                  EXHIBIT INDEX



         Exhibit Number                          Exhibit


              99.1            Servicer's Annual Statement of Compliance

              99.2            Servicer's   Independent   Auditor's   Report  of
                              Servicer's   Servicing Activities.







<PAGE>


Exhibit 99.1

Servicer's Annual Statement of Compliance


                              OFFICER'S CERTIFICATE





This certificate  pertains to the obligations of Beneficial Mortgage Corporation
(BMC),  as  Master  Servicer,  under  the  terms of the  Pooling  and  Servicing
Agreement (P&S  Agreement)  dated September 1, 1997, by and among BMC, as master
servicer  and The  Chase  Manhattan  Bank  (National  Association),  as  trustee
pursuant to which the  Beneficial  Home Equity Loan Asset  Backed  Certificates,
Series 1997-2, were issued on September 16, 1997.

I certify that a review of the activities of BMC as Master  Servicer  during the
year ended December 31, 1997 and of it performance  under the P&S Agreement have
been made under my  supervision  and to the best of my knowledge,  based on such
review,  BMC  has  fulfilled  all of its  material  obligations  under  the  P&S
Agreement for the year.




                                                 /s/ M. Flory Cook
                                                 M. Flory Cook
                                                 Vice President and Operations
                                                 Controller
                                                 Beneficial Mortgage Corporation

March 31, 1998




<PAGE>


Exhibit 99.2

Servicer's Independent Auditor's Report on Servicer's Servicing Activity









To the Board of Directors of
Beneficial Mortgage Corporation


                  We have examined the accompanying management's assertion about
Beneficial Mortgage Corporation's compliance  with the minimum  servicing
standards  identified  in the  Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers  (USAP) as of and for the period
ended  December  31,  1997,  which is required by the Pooling and  Servicing
Agreement  dated as of September 1, 1997 between  Beneficial  Mortgage
Corporation,  as master  servicer,  and The Chase Manhattan  Bank  (National
Association),  as  trustee,  pursuant  to which  the Beneficial  Home  Equity
Loan Asset  Backed  Certificates,  Series  1997-2 were issued.   Management  is
responsible  for  Beneficial  Mortgage   Corporation's compliance with those
minimum  servicing  standards.  Our  responsibility  is to express an opinion on
management's assertion about the entity's compliance based upon our examination.

                  Our   examination   was  made  in  accordance  with  standards
established  by the  American  Institute of Certified  Public  Accountants  and,
accordingly,  included  examining,  on a test basis,  evidence about  Beneficial
Mortgage  Corporation's  compliance  with the minimum  servicing  standards  and
performing   such  other   procedures   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
Beneficial  Mortgage   Corporation's   compliance  with  the  minimum  servicing
standards.

                  In  our  opinion,   management's   assertion  that  Beneficial
Mortgage  Corporation   complied  with  the  aforementioned   minimum  servicing
standards as of and for the year ended  December 31, 1997 is fairly  stated,  in
all material respects.

                  This report is intended  solely for the information and use of
the Board of Directors and the management of Beneficial Mortgage Corporation and
The Chase  Manhattan Bank (National  Association)  and should not be used of any
other purpose.


/s/ DELOITTE AND TOUCHE LLP
DELOITTE AND TOUCHE LLP

Parsippany, New Jersey
March 20, 1998



<PAGE>












MANAGEMENT'S ASSERTION


Beneficial  Mortgage  Corporation,   an  indirect  wholly-owned   subsidiary  of
Beneficial  Corporation (the "Company"),  has compiled in all material  respects
with  the  minimum  servicing  standards  set  forth  in  the  Mortgage  Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
as of and for the period  ended  December  31,  1997,  which is  required by the
Pooling and Servicing Agreement dated as of September 1, 1997 between Beneficial
Mortgage Corporation, as master servicer, and The Chase Manhattan Bank (National
Association),  as  trustee,  pursuant to which the  Beneficial  Home Equity Loan
Asset Backed  Certificates,  Series 1997-2 were issued.  As of and for this same
period,  the  Company  had in effect a fidelity  bond and  errors and  omissions
policy in the amount of $35,000,000.



/s/ Allen L. Wehrhahn
Allen L. Wehrhahn
President


/s/ M. Flory Cook
M. Flory Cook
Vice President and Operations Controller




March 6, 1998