SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934


                                 August 25, 1997
                Date of Report (Date of Earliest Event Reported)


     Headlands  Mortgage  Securities  Inc.  (as  Sponsor  under  a  Pooling  and
Servicing  Agreement  dated as of February 1, 1997 providing for the issuance of
the Mortgage Pass-Through Certificates, Series 1997-1)


                       HEADLANDS MORTGAGE SECURITIES INC.
             (Exact Name of Registrant as Specified in Its Charter)



Delaware                             333-16679-1                    68-0397342
(State or Other Jurisdiction     (Commission File Number)    (I.R.S. Employer
   of Incorporation)                                        Identification No.)

           700 Larkspur Landing Circle, Suite 240, Larkspur, CA 94939
                    (Address of Principal Executive Offices)



                                 (415) 461-6790
                         (Registrant's Telephone Number,
                              Including Area Code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)





                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 5. OTHER EVENTS

         Headlands Mortgage Securities Inc. (the "Company") has previously
         registered the offer and sale of its Mortgage Pass-Through
         Certificates, Series 1997-1 (the "Certificates").

         The following exhibit which relates specifically to the Certificates is
         included with this Current Report:

Item 7(c).   Exhibits

             10.1    Monthly Payment Date Statement distributed to
                     Certificateholders, dated August 25, 1997.





                                    SIGNATURE


     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.

Date:    August 29, 1997



                                  HEADLANDS MORTGAGE
                                  SECURITIES INC.



                                  By:   /s/ Gilbert J. MacQuarrie
                                       Gilbert J. MacQuarrie
                                       Vice President, Treasurer and Secretary
                                       (Principal Financial Officer and
                                       and Principal Accounting Officer)








                                  EXHIBIT INDEX



Exhibit Number                                                     Page Number

10.1   Monthly Payment Date Statement distributed to
      Certificateholders, dated August 25, 1997.........................5