WASHINGTON, DCFORM 2054910-K

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

FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC. (In Respect of its COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1)

Dated: March 29, 2002

State Street Bank and Trust Company,solely in its capacity as Trustee of the Trust Fund for the Registrant’s Commercial Mortgage Pass-Through Certificates, Series 1997-C1 and not individually on behalf of the Registrant

/s/ Diana J. Kenneally

Diana J. Kenneally, Assistant Vice President

~~FORM~~(Mark ~~10-K~~One)

(Mark One)

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

For the fiscal year ended December 31, 2004

		or

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

For the transition period from to

ýCommission ~~Annual~~file ~~Report~~number ~~pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934~~33-97994

~~for~~FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC. (In ~~fiscal~~Respect ~~year~~of ~~ended~~COMMERCIAL ~~December~~MORTGAGE 31PASS-THROUGH CERTIFICATES, ~~2001~~SERIES 1997- C1)

or(Exact name of registrant as specified in its charter)

o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934

Delaware		51643598
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One First Union Center Charlotte, North Carolina		282280600
(Address of principal executive offices)		(Zip Code)

~~for~~Registrant’s ~~the transaction~~telephone ~~period~~number, ~~from~~including area ~~to .~~code (704) 374-6828

~~Commission~~Securities registered pursuant to Section 12(b) of ~~File~~the ~~Number~~Act: ~~33-97994~~ None

~~FIRST~~Title ~~UNION~~of ~~COMMERCIAL~~each ~~MORTGAGE~~class ~~SECURITIES,~~Name ~~INC.~~of each exchange on which registered

~~(In Respect~~Securities ofregistered ~~COMMERCIAL~~pursuant ~~MORTGAGE~~to ~~PASS-THROUGH~~section 12(g) of ~~CERTIFICATES,~~the ~~SERIES~~Act: ~~1997-C1)~~None

(~~Exact~~Title ~~name~~ of ~~registrant as~~class) ~~specified~~(Title inof ~~its charter~~class)

Delaware		56-1643598
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
One First Union Center Charlotte, North Carolina		28228-0600
(Address of Principal Executive Offices)		Zip Code
(704) 374-6828
Registrant’s telephone number, including area code

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.
ý Yes o No

~~Securities~~Indicate ~~registered~~by check mark if disclosure of delinquent filers pursuant to ~~Section~~ 12Item 405 of Regulation S-K (b)§ 229.405 of this chapter) is not contained herein, and will not be contained, to the ~~Act:~~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. o ~~None~~Not applicable.

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section~~whether the registrant is an accelerated filer 12(g)as defined in Rule 12b-2 of the Act~~: None~~). Yes o No ý

~~Indicate~~Aggregate bymarket ~~check~~value ~~mark~~of ~~whether~~voting ~~the~~stock ~~registrant (1) has filed all reports~~held ~~required to be filed~~ by ~~Section~~non-affiliates ~~13 or 15(d)~~ of the ~~Securities~~registrant ~~Act~~as of ~~1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)~~December 31, ~~and (2) has been subject to such filing requirements for the past 90 days~~2004.

~~Yes~~Not ~~ý No o~~Applicable.

~~Indicate~~Number ~~by check mark if disclosure~~ of ~~delinquent~~shares ~~filers pursuant to Item 405~~ of ~~Regulation~~common ~~S-K~~stock ~~is not contained herein, and will not be contained,~~outstanding toas ~~the best~~ of ~~the registrant’s knowledge~~December 31, ~~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~~2004. o

Not Applicable.

~~Aggregate~~Registrant ~~market~~has ~~value~~not ofbeen ~~voting~~involved ~~stock~~in bankruptcy ~~held~~proceedings byduring ~~non-affiliates~~the ofproceeding ~~the registrant~~five asyears, ofand ~~December~~is ~~31,~~not ~~2001~~reporting as a corporate issuer.

~~Not~~The ~~Applicable~~following documents are incorporated by reference into this Form 10-K.

2None.

~~Number~~FIRST ofUNION ~~shares~~COMMERCIAL ~~of common stock outstanding as of December 31~~MORTGAGE SECURITIES, ~~2001~~INC.

~~Not~~COMMERCIAL MORTGAGE ~~Applicable.~~PASS-THROUGH CERTIFICATES, SERIES 1997-C1

~~Registrant has not been involved in bankruptcy proceedings during the proceeding five years, and is not reporting as a corporate issuer.~~FORM 10-K

~~The following documents are incorporated by reference into this Form 10-K.~~INDEX

None.

PART I.

	Item 1. Business
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders

PART II.

	Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
	Item 6. Selected Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 8. Financial Statements and Supplementary Data
	Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

PART III.

	Item 10. Directors and Executive Officers of the Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management
	Item 13. Certain Relationships and Related Transactions
	Item 14. Controls and Procedures

PART IV.

	Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

	Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Securities Exchange Act of 1934 of Registrants Which Have Not Registered Securities Pursuant to Section 12 of such Act

SIGNATURES

INDEX OF EXHIBITS

~~FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC.~~PART I

~~COMMERCIAL MORTGAGE~~Item ~~PASS-THROUGH CERTIFICATES, SERIES 1997-C1~~1. Business

~~FORM~~This Annual Report on Form 10-K is being filed on behalf of First Union Commercial Mortgage Securities, Inc. (the “Registrant”) by U.S. Bank National Association (successor in interest to State Street Bank and Trust Company), solely in its capacity as successor trustee (in such capacity, the “Trustee”) under the Pooling Agreement hereinafter identified and with respect to the Registrant’s Commercial Mortgage Pass-Through Certificates, Series 1997-C1 (the “Certificates”). The Certificates were issued under a Pooling and Servicing Agreement dated as of May 1, 1997 (the “Pooling Agreement”) among the Registrant, as Depositor, Wachovia Bank, National Association (formerly known as First Union National Bank, and prior to that, First Union National Bank of North Carolina), as master servicer (the “Master Servicer”), Criimi Mae Services Limited Partnership (“CMSLP”), as special servicer, (the “Special Servicer”) and State Street Bank and Trust Company, as the initial trustee.

~~INDEX~~Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Pooling Agreement.

PART I.
	Item 1. Business
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
PART II.
	Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
	Item 6. Selected Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 8. Financial Statements and Supplementary Data
	Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
PART III.
	Item 10. Directors and Executive Officers of the Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management
	Item 13. Certain Relationships and Related Transactions
PART IV.
	Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
	Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Securities Exchange Act of 1934 of Registrants Which Have Not Registered Securities Pursuant to Section 12 of such Act.
SIGNATURES
INDEX OF EXHIBITS

Certain of the information contained in the Annual Report on Form 10-K has been supplied to the Trustee by third parties without independent review or investigation by the Trustee and no representation or warranty of any kind is made by the Trustee with respect to such information.

4The information called for by this item is omitted as it is not applicable to the Trust Fund. As used in this Annual Report on Form 10-K, “omitted” means that the response to the referenced item is omitted in reliance on the procedures outlined in the no action letter issued on March 27, 1997 by the Securities and Exchange Commission’s Staff with respect to First Union Residential Securitization Transactions, Inc.

~~PART~~Item I2. Properties

~~Item~~Information regarding 1the mortgaged properties securing the Mortgage Loans has been set forth in the Prospectus Supplement relating to the Certificates filed with the Commission. ~~Business~~ The Trust Fund created under the Pooling Agreement has or will acquire title to real estate only upon default of the related mortgages under the Mortgage Loans

~~This~~The Annual ~~Report~~Statement ~~on Form 10-K is being filed on behalf of First Union Commercial Mortgage Securities, Inc. (the “Registrant”) by State Street Bank and Trust Company, solely in its capacity~~ as ~~trustee under the Pooling Agreement hereinafter identified and with respect~~ to ~~the~~Compliance ~~Registrant’s Commercial Mortgage Pass-Through Certificates, Series 1997-C1 (the “Certificates”). The Certificates were issued under a Pooling and Servicing Agreement dated as~~ of ~~May~~Wachovia 1Bank, ~~1997 (the “Pooling Agreement”) among the Registrant, as depositor, First Union~~ National ~~Bank of North Carolina~~Association, as ~~master servicer (the “~~Master Servicer~~”),~~ ~~Criimi~~is ~~Mae Services~~annexed ~~Limited~~hereto ~~Partnership~~as Exhibit 15(~~“CMSLP”~~a)~~, as special servicer,~~ (~~the “Special Servicer”~~1) ~~and State Street Bank and Trust Company, as trustee~~ (~~in such capacity, the “Trustee”~~i). OnThe ~~October 31,~~Annual ~~1998~~Servicing ~~CMSLP~~Report ~~was~~of ~~removed~~KPMG asLLP, ~~the~~an independent ~~Special~~public ~~Servicer~~accountant, ~~under~~with ~~the~~respect ~~Pooling~~to ~~Agreement and~~Wachovia ~~ORIX Real Estate Capital Markets~~Bank, ~~LLC~~National Association ~~(“ORECM”) began servicing~~ as the ~~replacement~~ ~~Special~~Master Servicer ~~under~~required ~~the~~to ~~Pooling~~be ~~Agreement. The~~delivered ~~Registrant has been informed that as of June 21, 2001, ORECM has been removed as Special Servicer~~ under the Pooling Agreement ~~and~~is ~~that~~annexed ~~CMSLP~~hereto ~~has resumed servicing~~ as ~~Special Servicer under the Pooling Agreement~~Exhibit 15(a)(1)(ii). ~~Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Pooling Agreement.~~

~~Certain~~The ofcertification ~~the information~~from ~~contained~~Wachovia inBank, ~~the~~National ~~Annual~~Association, ~~Report~~as onMaster Servicer ~~Form~~required ~~10-K~~pursuant ~~has been supplied~~ to ~~the~~ ~~Trustee~~Section 302 byof ~~third parties without independent review or investigation by~~ the ~~Trustee~~ ~~and~~Sarbanes-Oxley noAct ~~representation or warranty~~ of 2002, ~~any kind~~ is ~~made~~annexed byhereto ~~the~~as ~~Trustee with respect to such information~~Exhibit 15(a)(1)(iii).

The information called for by this item is omitted as it is not applicable to the Trust Fund. As used in this Annual Report on Form 10-K, “omitted” means that the response to the referenced item is omitted in reliance on the procedures outlined in numerous no-action letters issued by the Securities and Exchange Commission’s Staff with respect to substantially similar trusts or certificates.3

~~Item~~The 2Annual Statement as to Compliance of CMSLP as the Special Servicer required under the Pooling Agreement is annexed hereto as Exhibit 15(a)(1)(iv). ~~Properties~~ The Annual Independent Public Accountant’s Servicing Report of Ernst & Young LLP, an independent public accountant, with respect to CMSLP as the Special Servicer required to be delivered under the Pooling Agreement is annexed hereto as Exhibit 15(a)(1)(v).

~~Information~~Item ~~regarding the mortgaged properties securing the Mortgage Loans has been set forth in the Prospectus Supplement relating to the Certificates filed with the Commission~~3. Legal The Trust Fund created under the Pooling Agreement has or will acquire title to real estate only upon default of the related mortgages under the Mortgage Loans. During the period covered by this report, the Trust Fund did not acquire any mortgage property in connection with the foreclosure of a defaulted Mortgage Loans or otherwise.Proceedings

The ~~Annual Statement as~~ toRegistrant ~~Compliance~~knows of ~~First~~no ~~Union~~material ~~National~~pending ~~Bank~~legal ~~(formerly,~~proceedings ~~First~~involving ~~Union~~either ~~National~~of ~~Bank~~(i) the ofMortgage ~~North~~Properties ~~Carolina~~or (ii) to asthe ~~Master~~extent ~~Servicer~~related isto ~~annexed~~the ~~hereto~~Trust asFund, ~~Exhibit~~the ~~14(a)(1)(i). The~~Registrant, ~~Annual~~the ~~Servicing Report~~Master ofServicer, ~~KPMG~~the ~~LLP~~Special Servicer, anor ~~independent~~the ~~public~~Trustee, ~~accountant~~in each case, with respect to ~~First~~the Trust Fund other than ordinary routine litigation, if ~~Union~~any, ~~National~~incidental ~~Bank~~to asthe Trustee’s, the Master Servicer’s, ~~required~~the toSpecial beServicer’s, or ~~delivered~~the Registrant’s duties under the Pooling Agreement isand ~~annexed~~not ~~hereto~~material when taken as ~~Exhibit 14(~~a~~)(1)(ii)~~ whole.

5Item 4. Submission of Matters to a Vote of Security Holders

~~The~~No matters ~~Annual~~were ~~Statement~~submitted as to ~~Compliance~~a ofvote ~~CMSLP~~or asconsent ~~the~~of ~~Special Servicer required under~~ the ~~Pooling Agreement~~holders ~~is annexed hereto as Exhibit 14(a)(1)(iii). The Annual Independent Public Accountant’s Servicing Report~~ of ~~Arthur~~ ~~Andersen~~the ~~LLP an independent public accountant, with respect to CMSLP as~~Certificates ~~the~~during ~~Special Servicer required to be delivered under~~ the ~~Pooling~~period ~~Agreement~~covered ~~is annexed~~by ~~hereto~~this ~~as Exhibit 14(a)(1)(iv)~~report.

~~Item 3. Legal Proceedings~~PART II

~~The~~Item ~~Registrant knows of no material pending legal proceedings involving~~5. Market ~~either~~for ~~of (i)~~ the ~~Mortgage Properties or (ii) to the extent related to the Trust Fund, the~~ Registrant~~, the Master Servicer, the Special Servicer, or the Trustee, in each case, with respect to the Trust Fund other than ordinary routine litigation, if any, incidental to the Trustee~~’s, ~~the~~Common ~~Master~~Equity ~~Servicer’s, the Special Servicer’s, or the Registrant’s duties under the Pooling Agreement~~ and ~~not~~Related ~~material when taken as a whole.~~Stockholder Matters

~~Item~~Presently, there 4is no established trading market for the Certificates known to the Registrant. ~~Submission~~ As of ~~Matters~~December 31, 2004, tothere aare ~~Vote~~an aggregate of 79 registered holders of all Classes of the Registrant’s Commercial Mortgage Pass-Through Certificates Series, 1997-C1, ~~Security~~including ~~Holders~~direct participants of the Depository Trust Company (“DTC”) but excluding Cede & Co., DTC’s nominee. The computation of the approximate number of holders is based in part upon the number of individual participants in a security position listings provided by DTC.

NoInformation ~~matters~~as ~~were~~to ~~submitted~~distributions to aCertificateholders ~~vote~~have orbeen provided ~~consent~~in of the ~~holders~~Registrant’s ofmonthly ~~the Certificates~~Form 8-K ~~during~~filings ~~the~~with ~~period~~respect to ~~covered~~the ~~by this report~~Certificates.

~~PART~~Item II6. Selected Financial Data

~~Item 5~~Omitted. ~~Market for the Registrant’s Common Equity and Related Stockholder Matters~~

~~Presently,~~Item ~~there is no established trading market for the Certificates known to the Registrant~~7. ~~As of December 31, 2001, there are an aggregate of 136 registered holders of all Classes of the Registrant~~ Management’s ~~Commercial Mortgage Pass-Through Certificates Series, 1997-C1,~~ ~~including~~Discussion ~~direct~~and ~~participants~~Analysis of ~~the~~Financial ~~Depository~~Condition ~~Trust~~and ~~Company~~Results ~~(“DTC”) but excluding (for all classes other than the Class F Certificates) Cede & Co., DTC’s nominee. The computation~~ of ~~the~~ ~~approximate number of holders is based in part upon the number of individual participants in a security position listings provided by DTC.~~Operations

~~Information as to distributions to Certificateholders have been provided in the Registrant’s monthly Form 8-K filings with respect to the Certificates~~Omitted.

Item 68. ~~Selected~~ Financial Statements and Supplementary Data

Omitted.

~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~4

~~Omitted~~Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

~~Item~~The Registrant ~~8. Financial~~knows ~~Statements~~of ~~and~~no ~~Supplementary~~changes or disagreements with accountants on accounting ~~Data~~and financial disclosure with respect to the Trust Fund or the Certificates.

~~Omitted.~~PART III

6Item 10. Directors and Executive Officers of the Registrant

~~Item 9~~Omitted. ~~Changes In and Disagreements with Accountants on Accounting and Financial Disclosure~~

~~The~~Item ~~Registrant knows of no changes or disagreements with accountants on accounting and financial disclosure with respect to the Trust Fund or the Certificates~~11. Executive Compensation

~~Item 10~~Omitted. ~~Directors and Executive Officers of the Registrant~~

~~Omitted~~Item 12. Security Ownership of Certain Beneficial Owners and Management

~~Item~~(a) The Registrant ~~11. Executive~~is responding to this item by providing information with respect to the security ownership of certain owners of the Certificates, which information ~~Compensation~~is annexed hereto as Exhibit 99.1

(b) Omitted.

~~PART~~(c) As of December 31, 2004, the Class K Certificates constitute the “Controlling Class” of Certificates within the ~~III~~meaning and bearing the rights and limitations set forth in the Pooling Agreement, including without limitation the right to designate an entity to serve as Special Servicer under the Pooling Agreement and to advise the Special Servicer with respect to certain actions enumerated in the Pooling Agreement. Reference is hereby made in all respects to the Pooling Agreement for a complete description of the rights and limitations of the Controlling Class. The Registrant has been informed that the records of the Trustee reflect that the registered holder of the Class K Certificates is LaSalle National Bank as Trustee for Criimi Mae Series 1998-C1.

Item 1213. ~~Security Ownership of~~ Certain ~~Beneficial~~ ~~Owners~~Relationships and ~~Management~~Related Transactions

~~(a) The Registrant is responding to this~~Not ~~item by providing information with respect to the security ownership of certain owners of the Certificates, which information is annexed hereto as Exhibit 99~~Applicable.1

~~(b) Omitted~~Item 14. Controls and Proceedures

~~(c) As of~~Not ~~December 31, 2001, the Class K Certificates constitute the “Controlling~~Applicable ~~Class”~~(Asset-Backed of Certificates within the meaning and bearing the rights and limitations set forth in the Pooling Agreement, including without limitation the right to designate an entity to serve as Special Servicer under the Pooling Agreement and to advise the Special Servicer with respect to certain actions enumerated in the Pooling AgreementIssuer). Reference is hereby made in all respects to the Pooling Agreement for a complete description of the rights and limitations of the Controlling Class. The Registrant has been informed that the records of the Trustee reflect that the registered holder of the Class K Certificates is LaSalle National Bank as Trustee for Criimi Mae Series 1998-C1.

~~Item 13. Certain Relationships and Related Transactions~~5

~~Not Applicable.~~PART IV

7Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

~~PART IV~~(a)(1) Financial Statements

~~Item 14.~~(i) ~~Exhibits~~The Statement as to Compliance to be delivered by Wachovia Bank, ~~Financial~~National Association ~~Statement~~as ~~Schedules~~Master ~~and~~Servicer ~~Reports~~under onthe ~~Form~~Pooling ~~8-K~~Agreement is annexed hereto as Exhibit 15(a)(1)(i).

(ii) The Annual Servicing Report of KPMG LLP, an independent public accountant relating to master servicing by Wachovia Bank, National Association is annexed hereto as Exhibit 15(a)(1) ~~Financial Statements~~(ii).

(iiii) The ~~Statement~~certification asfrom toWachovia ~~Compliance~~Bank, ~~to be delivered by First Union~~ National ~~Bank~~Association, as Master Servicer, required ~~under~~pursuant to Section 302 of the ~~Pooling Agreement~~Sarbanes-Oxley isAct of 2002, is annexed hereto as Exhibit 14 15(a)(1)(iiii).

(iiiv) The Annual ~~Servicing~~Statement ~~Report~~as ofto ~~KPMG~~Compliance ~~LLP,~~by ~~an independent~~CMSLP ~~public~~as ~~accountant~~Special ~~relating~~Servicer required pursuant to ~~master~~the ~~servicing~~Pooling byAgreement ~~First Union National Bank~~ is annexed hereto as Exhibit 14 15(a)(1)(iiiv).

(~~iii~~v) The Annual ~~Statement~~Independent asAccountant’s toServicing ~~Compliance~~Report byof Ernst & Young LLP, ~~CMSLP~~an asindependent ~~Special~~public ~~Servicer~~accountant, ~~required~~with ~~pursuant~~respect to ~~the~~CMSLP ~~Pooling~~as ~~Agreement~~Special isServicer ~~annexed~~is annexed hereto as Exhibit 14 15(a)(1)(~~iii~~v).

(~~iv) The Annual Independent Accountant’s Servicing Report of Arthur Andersen LLP, an independent public accountant, with respect to CMSLP as Special Servicer is annexed hereto as Exhibit 14(~~a)(12)~~(iv).~~ Financial Statement Schedules

~~(a)(2) Financial Statement Schedules~~Omitted.

~~Omitted.~~(a)(3) Exhibits

(Unless otherwise indicated, the following exhibits required by Item 601 of Regulation S-K and previously furnished to the Commission as exhibits to a~~)(3)~~ ~~Exhibits~~Report on Form 8-K, are incorporated into this Form 10-K by reference:

~~Unless otherwise~~4. Pooling ~~indicated,~~and ~~the~~Servicing ~~following~~Agreement ~~exhibits~~dated ~~required~~as byof ~~Item~~May 1, ~~601~~1997, ofby ~~Regulation~~and ~~S-K~~among ~~and~~First Union ~~previously~~Commercial ~~furnished~~Mortgage toSecurities, Inc., ~~the~~as ~~Commission~~depositor, asFirst ~~exhibits~~Union toNational Bank aof ~~Report~~North onCarolina ~~Form~~as ~~8-K~~Master Servicer, ~~are~~Criimi Mae Services Limited ~~incorporated~~Partnership ~~into~~as ~~this~~Special ~~Form~~Servicer, ~~10-K~~and byState ~~reference:~~Street Bank and Trust Company, as Trustee.

499. ~~Pooling and Servicing Agreement dated as of May~~ 1~~, 1997, by and among First Union~~* Security ~~Commercial~~Ownership ~~Mortgage Securities, Inc., as depositor, First Union National Bank~~ of ~~North~~Certain ~~Carolina~~Beneficial ~~as Master Servicer, Criimi Mae Services Limited Partnership as Special Servicer, and State Street Bank and Trust Company, as Trustee~~Owners.

~~99.1* Security Ownership of Certain Beneficial Owners.~~6

(b) The following Reports ~~Report~~ on Form 8-K ~~was~~were filed with the Commission by or on behalf of of the Registrant with respect to the Certificates during the last three months of the period covered by this report:

1. Report onof Form 8K ~~8-K~~ dated October 26 28, ~~2001,~~2004 ~~reporting~~ responding to items 5 and 7.

2. Report on Form 8K ~~8-K~~ dated ~~November 26~~December 2, ~~2001,~~2004 ~~reporting~~ responding to items 5 and 7.

3. Report on Form 8K ~~8-K~~ dated ~~December~~ 26December 23, ~~2001,~~2004 ~~reporting~~responding ~~items~~to items 5 and 7.

* Filed herewith

8SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OF REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF SUCH ACT.

~~SUPPLEMENTAL~~The ~~INFORMATION~~Registrant TOhas BEnot ~~FURNISHED~~sent ~~WITH~~an ~~REPORTS~~annual report or proxy material to the holders of its Certificates. The ~~FILED~~Registrant ~~PURSUANT~~will TOnot ~~SECTION~~be ~~15(D)~~sending OFan ~~THE~~annual ~~SECURITIES~~report ~~EXCHANGE~~or ~~ACT~~proxy OFmaterials ~~1934~~to OFthe ~~REGISTRANTS~~holders ~~WHICH~~of ~~HAVE~~its ~~NOT~~Certificates ~~REGISTERED~~subsequent ~~SECURITIES~~to ~~PURSUANT~~the TOfiling ~~SECTION~~of 12this ~~OF SUCH ACT~~Form 10-K.

The Registrant has not sent an annual report or proxy material to the holders of its Certificates. The Registrant will not be sending an annual report or proxy materials to the holders of its Certificates subsequent to the filing of this Form 10-K.7

9SIGNATURES

~~SIGNATURES~~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.

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.

	FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC. (In Respect of its COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1)

Dated: March 30, 2005		By: U.S. Bank National Association (successor in interest to State Street Bank and Trust Company), solely in its capacity as Trustee of the Trust Fund for the Registrant’s Commercial Mortgage Pass-Through Certificates, Series 1997-C1 and not individually on behalf of the Registrant

		By:	/s/ James H. Byrnes

10INDEX OF EXHIBITS

~~INDEX OF EXHIBITS~~DESCRIPTION

DESCRIPTION

15(a)(1)(i)		Annual Statement as to Compliance by Wachovia Bank, National Association as Master Servicer.

15(a)(1)(ii)		Annual Independent Accountant’s Report of KPMG LLP, an independent public accountant, with respect to master servicing by Wachovia Bank, National Association.

15(a)(1)(iii)		Certification from Wachovia Bank, National Association under Section 302 of the Sarbanes-Oxley Act of 2002.

15(a)(1)(iv)		Annual Statement as to Compliance by CMSLP, as Special Servicer.

15(a)(1)(v)		Annual Independent Accountant’s Servicing Report of Ernst & Young LLP, with respect to special servicing by CMSLP.

99.1		Security Ownership of Certain Beneficial Owners (with original principal balances).

14(a)(1)(i)		Annual Statement as to Compliance by First Union National Bank as Master Servicer.
14(a)(1)(ii)		Annual Independent Accountant’s Report of KPMG LLP, an independent public accountant, with respect to master servicing by First Union National Bank.
14(a)(1)(iii)		Annual Statement as to Compliance by CMSLP, as Special Servicer.
14(a)(1)(iv)		Annual Independent Accountant’s Servicing Report of Arthur Andersen LLP, with respect to special servicing by CMSLP.
99.1		Security Ownership of Certain Beneficial Owners (with original principal balances).

Filing Compare · FIRST UNION COMMERCIAL MORTGAGE SECURITIES INC SER 1997 C-1