SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    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, 1997

                         Commission file number:  333-34225-02

                             BA MORTGAGE SECURITIES, INC.
           (as the Depositor (the "Depositor"), Bank of America, Federal
           Savings Bank and Bank of America National Trust and Savings
           Association, as Master Servicers (together the "Master
           Servicers"), and Bankers Trust Company of California, N.A.,
           as trustee (the "Trustee) under the Pooling and Servicing
           Agreement, dated as of December 1, 1997, providing for the
           issuance of the Mortgage Pass-Through Certificates, Series
           1997-3).

                             BA MORTGAGE SECURITIES, INC.
            (Exact name of Registrant as specified in its Charter)

           DELAWARE                                    94-324470
           (State or other jurisdiction                (I.R.S. Employer
           incorporation or organization)              Identification Number)

           345 MONTGOMERY STREET,
           LOWER LEVEL #2, UNIT #8152
           SAN FRANCISCO, CALIFORNIA                   94104
           (Address of principal executive offices)    (Zip Code)

            Registrant's telephone number, including area code:
                               (415) 622-3676

          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 is not contained herein, and will not be contained,
     to the best of the Registrant's knowledge, in definitive proxy or
     information statements incorporated by reference in Part III of the Form
     10-K or any amendment to this Form 10-K.  [  ].

    Aggregate market value of voting stock held by non-affiliates of the
    Registrant as of December 31, 1997:  NOT APPLICABLE.

    Number of shares of common stock outstanding as of December 31, 1997:  NOT
    APPLICABLE.

     DOCUMENTS INCORPORATED BY REFERENCE

     Documents in Part I and Part IV incorporated herein by reference are as
     follows:

     Pooling and Servicing Agreement of Registrant dated as of December 1,
     1997 (hereby incorporated herein by reference as part of the Registrant's
     Current Report on Form 8-K filed with Securities and Exchange Commission
     on January 2, 1998).

     Documents in Part II and Part IV incorporated herein by reference are as
     follows:

     Monthly Report to Certificateholders as to distributions made on
     January 26, 1998, and filed with the Securities and Exchange Commission
     on Form 8-K on March 31, 1998.

     Monthly Report to Certificateholders as to distributions made on February
     25, 1998, and filed with the Securities and Exchange Commission on Form
     8-K on March 31, 1998.

     Monthly Report to Certificateholders as to distributions made on March
     25, 1998, and filed with the Securities and Exchange Commission on Form
     8-K on March 31, 1998.


     PART I

     ITEM 1.  Business.

     The trust fund (the "Trust") was created pursuant to a Pooling and
     Servicing Agreement dated as of December 1, 1997 (the "Pooling and
     Servicing Agreement") among BA Mortgage Securities, Inc. as the Depositor
     (the "Depositor"), Bank ff America, Federal Savings Bank and Bank of
     America National Trust and Savings Association under the Pooling and
     Servicing Agreement, dated as of December 1, 1997, providing for the
     issuance of the Mortgage Pass-Through Certificates, Series 1997-3) 

     The Series 1997-3 Mortgage Pass-Through Certificates (the "Certificates"
     will evidence the entire beneficial ownership interest in a trust fund
     (the "Trust Fund") consisting primarily of a pool of conventional,
     fixed-rate, one- to four-family first mortgage loans (the
     "Mortgage Loans") to be deposited by BA Mortgage Securities, Inc. (the
     "Depositor") into the Trust Fund for the benefit of the
     Certificateholders.  Only Class A-1, Class A-2, Class A-3, Class A-4,
     Class A-5, Class A-6, Class A-7, Class A-8, Class PO, and Class M, Class
     B-1, Class B-2, Class R-I, and Class R-II (the "Offered Certificates")
     are offered hereby.

     Information with respect to the business of the Trust would not be
     meaningful because the only "business" of the Trust is the collection on
     the Mortgage Loans and distribution of payments on the Certificates to
     Certificateholders. This information is accurately summarized in the
     Monthly Reports to Certificateholders, which are filed on Form 8-K.  There
     is no additional relevant information to report in response to Item 101 of
     Regulation S-K.

     ITEM 2.  Properties.

     The Depositor owns no property.  The Mortgage Pass-Through Certificates,
     Series 1997-3, in the aggregate, represent the beneficial ownership in a
     Trust consisting primarily of the Mortgage Loans.  The Trust will acquire
     title to real estate only upon default of the mortgagors under the
     Mortgage Loan.  Therefore, this item is inapplicable.

     ITEM 3.  Legal Proceedings.

     None.

     ITEM 4.  Submission of Matters to a Vote of Security Holders.

     No matters were submitted to a vote of Certificateholders during the
     fiscal year covered by this report.


     PART II

     ITEM 5.  Market for Registrant's Common Equity and Related Stockholder
     Matters.

     The Mortgage Pass-Through Certificates, Series 1997-3, represent,
     in the aggregate, the beneficial ownership in a trust fund consisting
     primarily of the Mortgage Loans.  The Certificates are owned by
     Certificateholders as trust beneficiaries.  Strictly speaking, Registrant
     has no "common equity," but for purposes of this Item only, the
     Registrant's Mortgage Pass-Through Certificates, Series 1997-3 are
     treated as "common equity."

     (a)  Market Information.  There is no established public trading market
     for Registrant's Certificates.  Registrant believes the Certificates are
     traded primarily in intra-dealer markets and non-centralized inter-dealer
     markets.

     (b)  Holders.  The number of registered holders of all classes of
     Certificates on December 31, 1997 was:  [Participant listings for Cede &
     Co Fast, as a representative nominee for Class A-1, Class A-2, Class A-3,
     Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class PO, Class M,
     Class B-1, and Class B-2 were unavailable from The Depository Trust
     Company.  Total number of registered holders of all classes of
     Certificates will be reported on Form 10-K/A once participant listings
     become available].

     (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 Certificateholders is provided in the
     Monthly Reports to Certificateholders for each month of the fiscal year
     in which a distribution to Certificateholders was made.

     ITEM 6.  Selected Financial Data.

     Not Applicable.  Because of the limited activities of the Trust, the
     Selected Financial Data required by Item 301 of Regulation S-K does not
     add relevant information to that provided by the Monthly Reports to
     Certificateholders, 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 Certificateholders. The information provided by the Monthly Reports to
     Certificateholders, which are filed on a monthly basis on Form 8-K, does
     provide the relevant financial information regarding the financial status
     of the Trust.

     ITEM 8.  Financial Statements and Supplementary Data.


     Monthly Report to Certificateholders as to distributions made on January
     26, 1998, and filed with the Securities and Exchange Commission on Form
     8-K on March 31, 1998.

     Monthly Report to Certificateholders as to distributions made on February
     25, 1998, and filed with the Securities and Exchange Commission on Form
     8-K on March 31, 1998.

     Monthly Report to Certificateholders as to distributions made on March
     25, 1998, and filed with the Securities and Exchange Commission on Form
     8-K on March 31, 1998.

     Annual Statements of Compliance by the Master Servicer dated March 31,
     1998.

     Independent Accountant's Report on Servicer's will be subsequently filed
     on Form 8.

     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 required by items 401 and 405 of Regulation S-K
     are 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 required 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.  Under the Pooling
     and Servicing Agreement governing the Trust, the holders of the
     Certificates generally do not have the right to vote and are prohibited
     from taking part in management of the Trust.  For purposes of this Item
     and Item 13 only, however, the Certificateholders are treated as "voting
     security" holders.

     As of December 31, 1997, the following are the only persons known to the
     Registrant to be the beneficial owners of more than 5% of any class of
     voting securities:  [Participant listings for Cede & Co Fast, as a
     representative nominee for Class A-1, Class A-2, Class A-3, Class A-4,
     Class A-5, Class A-6, Class A-7, Class A-8, Class PO, Class M, Class B-1,
     and Class B-2 were unavailable from The Depository Trust Company.  Total
     number of registered holders of all classes of Certificates will be
     reported on Form 10-K/A once participant listings become available].


Morgan Stanley & Co Inc.
One Pierrepont Plaza, 7th Floor
Brooklyn, NY  10274
Series 1997-3
Class B-3
100%

Morgan Stanley & Co Inc.
One Pierrepont Plaza, 7th Floor
Brooklyn, NY  10274
Series 1997-3
Class B-4
100%

Morgan Stanley & Co Inc.
One Pierrepont Plaza, 7th Floor
Brooklyn, NY  10274
Series 1997-3
Class B-5
100%

Morgan Stanley & Co Inc.
One Pierrepont Plaza, 7th Floor
Brooklyn, NY  10274
Series 1997-3
Class R-I
99.9%

Morgan Stanley & Co Inc.
One Pierrepont Plaza, 7th Floor
Brooklyn, NY  10274
Series 1997-3
Class R-II
99.9%


     (b)  Security ownership of management.  Not Applicable.  The Trust does
     not have any officers or directors.  Therefore, the information required
     by Item 403 of Regulation S-K is inapplicable.

     (c)  Changes in control.  Not Applicable.  Since Certificateholders do not
     possess, directly or indirectly, the power to direct or cause the
     direction of the management and policies of the Trust, other than in
     respect to certain required consents regarding any amendments to the
     Pooling and Servicing Agreement, the information requested with respect to
     item 403 of Regulation S-K is inapplicable.

     ITEM 13.  Certain Relationships and Related Transactions.

     (a)  Transactions with management and others.  Registrant knows of no
     transaction or series of transactions during the fiscal year ended
     December 31, 1997, or any currently proposed transaction or series of
     transactions, in an amount exceeding $60,000 involving the Registrant in
     which the Certificateholders identified in Item 12(a) had or will have a
     direct or indirect material interest.  There are no persons of the types
     described in Item 404(a)(1),(2) and (4) of Regulation S-K, however, the
     information required by Item 404(a)(3) of Regulation S-K is hereby
     incorporated by reference in Item 12 herein.

     (b)  Certain business relationships.  None.

     (c)  Indebtedness of management. Not Applicable.  The Trust does not have
     management consisting of any officers or directors.  Therefore, the
     information required by item 404 of Regulation S-K is inapplicable.

     (d)  Transactions with promoters.  Not Applicable.  The Trust does not use
     promoters.  Therefore, the information required 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


     Monthly Report to Certificateholders as to distributions made on January
     26, 1998, and filed with the Securities and Exchange Commission on Form
     8-K on March 31, 1998.

     Monthly Report to Certificateholders as to distributions made on February
     25, 1998, and filed with the Securities and Exchange Commission on Form
     8-K on March 31, 1998.

     Monthly Report to Certificateholders as to distributions made on March
     25, 1998, and filed with the Securities and Exchange Commission on Form
     8-K on March 31, 1998.

     Annual Statements of Compliance by the Master Servicer dated March 31,
     1998.

     Independent Accountant's Report on Servicer's servicing activities is not
     currently available and will be subsequently filed on Form 8.

     (b)  The following Reports on Form 8-K were filed during the last quarter
      of the period covered by this Report:

     Monthly Report to Certificateholders as to distributions made on January
     26, 1998 filed with the Securities and Exchange Commission on Form 8-K on
     March 31, 1998.

     Monthly Report to Certificateholders as to distributions made on February
     25, 1998 filed with the Securities and Exchange Commission on Form 8-K on
     March 31, 1998.

     Monthly Report to Certificateholders as to distributions made on March
     25, 1998, and filed with the Securities and Exchange Commission on Form
     8-K on March 31, 1998.

     (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.

     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 Certificateholders, 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, the Registrant has duly caused
          this report to be signed on its behalf by the undersigned,
          thereunto duly authorized.

                             By:  Bankers Trust Company of California, N.A.
                                  not in its individual capacity but solely
                                  as a duly authorized agent of the
                                  Registrant pursuant to the Pooling and
                                  Servicing Agreement, dated as of December
                                  1, 1997.


                             By:  /s/Judy L. Gomez
                             Judy L. Gomez
                             Assistant Vice President

     Date:  March 31, 1998


     EXHIBIT INDEX

     Exhibit Document


     1.1  Monthly Report to Certificateholders as to distributions made on
          January 26, 1998 filed with the Securities and Exchange Commission
          on Form 8-K on March 31, 1998.

     1.2  Monthly Report to Certificateholders as to distributions made on
          February 25, 1998 filed with the Securities and Exchange Commission
          on Form 8-K on March 31, 1998.

     1.3  Monthly Report to Certificateholders as to distributions made on
          March 25, 1998 filed with the Securities and Exchange Commission on
          Form 8-K on March 31, 1998.

     1.4  Annual Statement of Compliance by the Master Servicer dated March
          31, 1998.

     1.5  Annual Statement of Compliance by the Master Servicer dated March
          31, 1998.

     1.6  The Pooling and Servicing Agreement of the Registrant dated as of
          December 1, 1997 (hereby incorporated herein by reference and filed
          as part of the Registrant's Current Report on Form 8-K filed with
          Securities and Exchange Commission on January 2, 1998).


OFFICER'S CERTIFICATE


Re:	BA Mortgage Securities, Inc. Mortgage Pass-Through Certificates, Series
1997-3  REMIC - Inv. No. S57-003



	Pursuant to Section 3.17 of the Pooling and Servicing Agreement dated as
Of August 1, 1997 among BA Mortgage Securities, Inc., Bank of America, FSB Bank
of America National Trust and Savings Association (the "Bank") and Bankers
Trust Company of California, N.A., the undersigned hereby certifies that (I) a
review of the activities of the Bank during the year 1997 and of performance
under said Agreement has been made under her supervision, and (II) to the best
of her knowledge, based on such review, the Bank has fulfilled all its
material obligations under said Agreement in all material aspects throughout
such year.



Bank of America National Trust and Savings Association
Authorized Signature

/S/Deborah Howard

							Date:    March 31, 1998
Deborah Howard
Group Operations Manager


OFFICER'S CERTIFICATE


Re:	BA Mortgage Securities, Inc. Mortgage Pass-Through Certificates, Series
1997-3  REMIC 



	Pursuant to Section 3.17 of the Pooling and Servicing Agreement dated as
Of August 1, 1997 among BA Mortgage Securities, Inc., Bank of America, FSB Bank
of America National Trust and Savings Association (the "Bank") and Bankers
Trust Company of California, N.A., the undersigned hereby certifies that (I) a
review of the activities of the Bank during the year 1997 and of performance
under said Agreement has been made under her supervision, and (II) to the best
of her knowledge, based on such review, the Bank has fulfilled all its
material obligations under said Agreement in all material aspects throughout
such year.



Bank of America, Federal Savings Bank
Authorized Signature

/S/Sean Clevenger

							Date:    March 31, 1998
Sean Clevenger
Vice President