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


                                January 25, 1998
                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 Identification No.)
of Incorporation)


           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 January 25, 1998.





                                    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:    February 2, 1998



                               HEADLANDS MORTGAGE
                               SECURITIES INC.



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







                                  EXHIBIT INDEX


Exhibit Number                                                     Page Number
- --------------                                                     -----------

10.1     Monthly Payment Date Statement distributed to
         Certificateholders, dated January 25, 1998......................5