MORGAN STANLEY CAPITAL I INC MORT PASS THRO CERT SER 1996-1
10-K/A, 1997-07-09
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1


(Mark One)

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

For the fiscal year ended December 31, 1996

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

Commission File No.:  333-03574-01

                         Morgan Stanley Capital I, Inc.,
             Mortgage Pass-Through Certificates, Series 1996-1 Trust
             (Exact name of registrant as specified in its charter)

New York (governing law of pooling and servicing agreement)
State or other jurisdiction of incorporation or organization)

52-1982286
(I.R.S. Employer Identification No.)

c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD                                     21044
(Address of principal executive                 (Zip Code)
offices)

Registrant's telephone number, including area code (410) 884-2000

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:  NONE

     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



This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual Report
on Form 10-K (the "Original Form 10-K") filed on March 26, 1997, by Norwest Bank
Minnesota,  N.A. (the "Reporting  Person"),  on behalf of Morgan Stanley Capital
I,  Inc.,  Mortgage  Pass-Through  Certificates,  Series  1996-1  (the "Trust"),
established  pursuant  to  a Pooling and Servicing Agreement (the  "Pooling  and
Servicing  Agreement")  among  Morgan  Stanley  Capital  I,  Inc., as Depositor,
(the  "Depositor"),  Norwest  Mortgage,  Inc., as   Seller  and  Servicer,  (the
"Seller"  and  "Servicer"),  The Chase  Manhattan  Bank, N.A., as  Trustee  (the
"Trustee")  and  Norwest  Bank  Minnesota,  N.A., as  Securities  Administrator,
(the "Securities Administrator"),  pursuant to which the Morgan Stanley  Capital
I,   Inc., Mortgage  Pass-Through  Certificates,  Series   1996-1,  certificates
registered under the  Securities  Act of 1933 (the  "Certificates") were issued.
Item 14 of the Original Form 10-K is amended to read in its entirety as follows:

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

     (a)  Exhibits

          99.1 Annual Report of  Independent  Public  Accountants'  as to master
               servicing activities or servicing activities as applicable:

                   (a)  Chase Manhattan Mortgage Corporation, as Servicer<F1>
                   (b)  HomeSide Lending, Inc., as Servicer<F2>
                   (c)  NationsBanc Mortgage Corporation, as Servicer <F1>
                   (d)  Norwest Mortgage, Inc., as Servicer <F1>

          99.2 Management Assertion Letter:

                   (a)  Chase Manhattan Mortgage Corporation, as Servicer<F1>
                   (b)  HomeSide Lending, Inc., as Servicer<F2>
                   (c)  NationsBanc Mortgage Corporation, as Servicer <F1>
                   (d)  Norwest Mortgage, Inc., as Servicer <F1>

          99.3 Annual  Statements  of  Compliance  with  obligations  under  the
               Pooling Agreement or servicing agreement, as applicable, of:

                   (a)  Chase Manhattan Mortgage Corporation, as Servicer<F1>
                   (b)  HomeSide Lending, Inc., as Servicer<F1>
                   (c)  NationsBanc Mortgage Corporation, as Servicer <F1>
                   (d)  Norwest Mortgage, Inc., as Servicer <F1>

     (b)  On October 8, 1996, November 14, 1996, and December 13, 1996, a report
          on Form 8-K  was  filed  in order  to provide  the  statements for the
          monthly distributions to holders of the Certificates. No other reports
          on  Form  8-K  have  been  filed during the last quarter of the period
          covered by this report.

     (c)  Omitted.

     (d)  Omitted.


<F1> Filed herewith.

<F2> Such  document  (i) is not  filed  herewith  since  such  document  was not
received by the Reporting  Person at least three  business days prior to the due
date of this report; and (ii) will be included in a further amendment
to the Original Form 10-K to be filed within 30 days of the  Reporting  Person's
receipt of such document.





                                    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:


                             Morgan Stanley Capital I, Inc., 
                Mortgage Pass-Through Certificates, Series 1996-1


                        By: Norwest Bank Minnesota, N.A.,
                           as Securities Administrator

                       By: /s/ Sherri J. Sharps
                       By: Sherri J. Sharps
                    Title: Vice President - Securities Administration Services
                    Dated: June 24, 1997



                                  EXHIBIT INDEX

          Exhibit No.

          99.1 Annual Report of  Independent  Public  Accountants'  as to master
               servicing activities or servicing activities as applicable:

                   (a)  Chase Manhattan Mortgage Corporation, as Servicer<F1>
                   (b)  HomeSide Lending, Inc., as Servicer<F2>
                   (c)  NationsBanc Mortgage Corporation, as Servicer <F1>
                   (d)  Norwest Mortgage, Inc., as Servicer <F1>

          99.2 Management Assertion Letter:

                   (a)  Chase Manhattan Mortgage Corporation, as Servicer<F1>
                   (b)  HomeSide Lending, Inc., as Servicer<F2>
                   (c)  NationsBanc Mortgage Corporation, as Servicer <F1>
                   (d)  Norwest Mortgage, Inc., as Servicer <F1>

          99.3 Annual  Statements  of  Compliance  with  obligations  under  the
               Pooling Agreement or servicing agreement, as applicable, of:

                   (a)  Chase Manhattan Mortgage Corporation, as Servicer<F1>
                   (b)  HomeSide Lending, Inc., as Servicer<F1>
                   (c)  NationsBanc Mortgage Corporation, as Servicer <F1>
                   (d)  Norwest Mortgage, Inc., as Servicer <F1>


<F1> Filed herewith.

<F2> Such  document  (i) is not  filed  herewith  since  such  document  was not
received by the Reporting  Person at least three  business days prior to the due
date  of  this report; and (ii)  will be included  in a further amendment to the
Original Form 10-K to be filed within 30 days of the  Reporting Person's receipt
of such document.


                  1177 Avenue of the Americas             Telephone 212-596-7000
                  New York, NY 10036                      Facsimile 212-596-8910


PRICE WATERHOUSE LLP                                                      (LOGO)

                       REPORT OF INDEPENDENT ACCOUNTANTS
March 28, 1997

To the Stockholder and Board of Directors
of Chase Manhattan Mortgage Corporation

We  have  examined   management's   assertion  about  Chase  Manhattan  Mortgage
Corporation's  (the   "Corporation")   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 year
ended December 31, 1996 included in the accompanying  management  assertion (see
Exhibit  1).  The  Corporation  performs  loan  subservicing  functions  for the
residential  loan  servicing  portfolios of Chase  Mortgage  Services,  Inc. and
Chemical  Mortgage  Company.  Management is  responsible  for the  Corporation's
compliance  with the  minimum  servicing  standards.  Our  responsibility  is to
express an opinion on management's assertion about the entity's compliance based
on 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 the 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 the Corporation's  compliance with the minimum servicing
standards.

In  our  opinion,   management's   assertion  that,   except  for  instances  of
noncompliance described in management's assertion, the Corporation complied with
the  aforementioned  minimum  servicing  standards  as of and for the year ended
December 31, 1996 is fairly stated, in all material respects.

Instances of  noncompliance  which occurred during 1996 are more fully discussed
in management's assertion which is set forth in Exhibit I.


/s/ Price Waterhouse LLP


                            NationsBank Corporate Center  Telephone 704 372 9923
                            Suite 5400
                            100 N. Tryon Street
                            Charlotte, NC 28202

PRICE WATERHOUSE LLP                                    (LOGO)


                       REPORT OF INDEPENDENT ACCOUNTANTS

January 29, 1997

To the Board of Directors and Shareholder
of NationsBanc Mortgage Corporation

We have examined management's assertion about NationsBanc 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 year ended  December 31, 1996,  included in the
accompanying  management assertion.  Management is responsible for the Company's
compliance with those minimum  servicing  standards.  Our  responsibility  is to
express an opinion on  management's  assertion  about the  Company's  compliance
based on 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 the Company'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 the  Company's  compliance  with the minimum  servicing
standards.

In our  opinion,  management's  assertion  that the  Company  complied  with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1996 is fairly stated, in all material respects.

/s/ Price Waterhouse LLP


KPMG Peat Marwick LLP
     2500 Ruan Center
     P.O. Box 772
     Des Moines, IA 50303

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Norwest Mortgage, Inc.:


We  have  examined  management's  assertion  about  Norwest  Mortgage  Banking'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 year ended December 31, 1996,  included in  the
accompanying  management  assertion.   Management  is  responsible  for  Norwest
Mortgage  Banking's  compliance  with those  minimum  servicing  standards.  Our
responsibility  is to express an opinion  on  management's  assertion  about the
entity's compliance based on 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 Norwest Mortgage Banking'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 Norwest Mortgage  Banking's  compliance with the minimum
servicing standards.

In our opinion,  management's  assertion that Norwest  Mortgage Banking complied
with the aforementioned minimum servicing standards as of and for the year ended
December 31, 1996, is fairly stated, in all material respects.


                                                       /s/ KPMG Peat Marwick LLP




January 15, 1997





          Member Firm of
          KPMG International



                                  (logo) CHASE



                                                                       EXHIBIT I



                             MANAGEMENT'S ASSERTION

As of and for the year ended  December 31, 1996,  except as  specifically  noted
below, Chase Manhattan Mortgage  Corporation  ("CMMC"),  Chase Mortgage Services
incorporated   ("CMSI")  and  Chemical   MORTGAGE   Company  ("CMC")  and  their
subsidiaries (collectively, the "Group") has complied in all  material respects,
with  the  minimum  servicing  standards  (the  "Standard(s)")  set forth in the
Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR
MORTGAGE  BANKERS  (USAP).  During the year ended  December  31,  1996,  certain
instances of non-compliance with the Standards occurred.  Except as specifically
noted,  the  following  instances  of  non-compliance  have  been  remedied  and
procedural enhancements have been implemented.



BANK ACCOUNTS

         STANDARD:  CUSTODIAL  BANK ACCOUNTS AND  RELATED BANK CLEARING ACCOUNTS
         RECONCILIATION  SHALL BE PREPARED WITHIN FORTY-FIVE (45) DAYS AFTER THE
         CUTOFF DATE AND  DOCUMENTED  RECONCILING  ITEMS SHALL BE RESOLVED  FROM
         THESE  RECONCILIATIONS  WITHIN  NINETY  (90)  CALENDAR  DAYS  OF  THEIR
         ORIGINAL IDENTIFICATIOIN.

         Certain of the Group's  custodial  accounts  and related  bank clearing
         accounts  were not  consistently  reconciled  within 45 days during the
         year. In addition,  reconciling items documented on the reconciliations
         were not always  resolved within 90 days after  identification.  Weekly
         management  reviews have been initiated for the higher volume  accounts
         to ensure  reconciliations  are  performed  and  reconciling  items are
         cleared  in  accordance  with the  Standards  and new  company  policy.
         Specific project plans have been placed in operation to ensure that the
         population  of  reconciling  items is worked  and  eventually  cleared.
         Additionally,  work orders for technological enhancements to facilitate
         the reconciliation process are being developed.


DISBURSEMENTS

         STANDARD: UNISSUED  CHECKS  SHALL  BE  SAFEGUARDED  SO  AS  TO  PREVENT
         UNAUTHORIZED ACCESS.

         Controls surrounding the Corporation's  safeguarding of unissued checks
         were determined to be inadequate.  There was limited accountability for
         checks printed and issued,  and multiple employees had system access to
         reprint  checks.  In  addition,  blank  checks for  various  disbursing
         amounts do not have pre-printed  serial numbers which would enable area
         management to effectively track missing and voided  checks.  Management
         has  requested  new checks  with  pre-printed  serial  numbers on them.
         Additionally,  management  has placed into operation new scanners to be
         installed  on the  Corporation's  check  printers,  which  will  enable
         management to print detailed  reports on check  printing,  handling and
         reconciliation via the printer account logs.



                                  (logo) CHASE



MORTGAGOR LOAN ACCOUNTING

         STANDARD: ESCROWS  ACCOUNTS SHALL  BE ANALYZED, IN  ACCORDANCE WITH THE
         MORTGAGOR'S LOAN DOCUMENTS, AT LEAST ON AN ANNUAL BASIS.

         During 1996, there  were  instances in which an escrow analysis was not
         performed on certain loans within the required  12-month  cycle.  These
         exceptions  were  primarily  attributed  to  missing tax  or  insurance
         details  required by area  management to effectively  perform an escrow
         analysis.  Management  is currently  utilizing  tracking  worksheets to
         accelerate the information gathering, process and is investigate system
         upgrades to enable it to more  efficiently  perform the required escrow
         analyses within the established timeframe.

Management believes it has taken definitive actions and implemented controls and
procedures to address and correct the instances of noncompliance  which occurred
during 1996.

As of and for the year ended  December 31, 1996, the  Corporation  had in effect
fidelity bond and errors and omissions  policies in the amounts of  $200,000,000
and $25,000,000, respectively.


/s/ Thomas Jacob                                  3-25-97
Thomas Jacob                                      Date
Chief Executive Officer

/s/ Steve Rotella                                 3-24-97
Steve Rotella                                     Date
Executive Vice President

/s/ Glenn Mouridy                                 3-25-97
Glenn Mouridy                                     Date
Executive Vice President
Chief Financial Officer

/s/ Lucy Gambino                                  3-24-97
Lucy Gambino                                      Date
Asisstant Vice President - Risk Management        




NATIONSBANC Mortgage Corporation
PO Box 35140
Louisville, KY 40232-5140


NationsBank

                  MANAGEMENT'S ASSERTION CONCERNING COMPLIANCE
                    WITH THE USAP MINIMUM SERVICING STANDARDS


January 29, 1997

As of and for the year ended December 31, 1996, NationsBanc Mortgage Corporation
(the "Company"),  a wholly-owned  subsidiary of NationsBank of Texas,  N.A., has
complied 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 this same  period,  the  Company
maintained  fidelity bond coverage and mortgage  servicing  errors and omissions
coverage of $149,500,000 and $105,000,000, respectively.



/s/ Andrew D. Woodward, Jr.                  /s/ J. Mark Hanson
Andrew D. Woodward, Jr.                      J. Mark Hanson
President                                    Senior Vice President
                                             Servicing Director

/s/ Denise C. Sawyer                         /s/ H. Randall Chestnut
Denise C. Sawyer                             H. Randall Chestnut
Executive Vice President                     Senior Vice President
Chief Financial Officer                      Servicing Director

/s/ Gary K. Bettin
Gary K. Bettin
Senior Vice President
Director of Mortgage Operations



A subsidiary of NationsBank Corporation

(logo) NORWEST MORTGAGE                                   Norwest Mortgage, Inc.
                                                          Home Campus
                                                          Des Moines, IA 50328
                                                          515/221-7300



                              Management Assertion

As of and for the period ended December 31, 1996,  Norwest  Mortgage Banking has
complied 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 this same period,  Norwest Mortgage
Banking had in effect a fidelity  bond and errors and  omissions  policy in the
amount of $20 Million.




/s/ Mark Oman                                          January 15, 1997 
Mark Oman, President and CEO                           Date             
                                                       
/s/ Alta Jones                                         January 15, 1997
Alta Jones, Senior Vice President & CFO                Date           
                                                       
/s/ Cara Heiden                                        January 15, 1997
Cara Heiden, Executive Vice President, Loan Admin.     Date            
                                                       


NMFL #0820H 5/96

                                  (logo) CHASE

CHASE MANHATTAN MORTGAGE CORPORATION
200 Old Wilson Bridge Road
Worthington, OH 43085-8500
1-800-848-9136 Customer Service
1-800-582-0542 TDD / Text Telephone

Ms Kristen Cronin
Norwest Bank Minnesota, N. A.
Attn: Master Servicing Department
11000 Broken Land Parkway
Columbia, MD 21044

RE: ANNUAL CERTIFICATION

Dear Ms Cronin:

Pursuant to the servicing  agreement,  the undersigned  Officer certifies to the
following:

a)       All hazard  (or  mortgage  impairment,  if  applicable)  flood or other
         casualty  insurance and primary mortgage guaranty  insurance  premiums,
         taxes, ground rents, assessments and other changes have been paid by/in
         connection with the Mortgaged Properties;

b)       All property inspections have been completed;

c)       Compliance relative to Adjustable Rate Mortgages have been met;

d)       Compliance  with  IRS  Foreclosure  reporting  regulations  enacted  as
         IRS  Section  6060J  by  the  Deficit Reduction Act, regarding Acquired
         and/or Abandonment property have been completed;

e)       All  loans  CMMC  services  in  state  that  have  statutes   requiring
         payment of  interest  on  escrow/impound accounts have been  completed;

f)       That such officer has confirmed  that the Fidelity Bond, the Errors and
         Omissions  Insurance  Policy,  and any other bonds  required  under the
         terms of the Servicing Agreement are in full force and effect.

g)       Enclosed is a copy of our most recent independent audit statement.



CERTIFIED BY: /s/ Lucy P. Gambino DATE: March 28, 1997
              Lucy P. Gambino
              Assistant Vice President
              Chase Manhattan Mortgage Corporation
              200 Old Wilson Bridge Road
              Worthington, OH 43085



S:/rishare/offcert.doc




(logo) HOMESIDE
       LENDING, INC.



March 26, 1997

Ms. Tracey A. Waldman
Servicer Compliance Supervisor
Norwest Bank Minnesota, N.A.
I 1000 Broken Land Parkway
Columbia, MD 21044-3562

Re:  Officer's Certificate
     Calendar Year Ending December 31, 1996

Dear Ms. Waldman:

As an officer of HomeSide Lending, Inc. (HomeSide),  I certify to the best of my
knowledge on behalf of the loans HomeSide  services for Norwest Bank  Minnesota,
N.A. as to the following:

1.  I have  reviewed  the  activities  and  performance  of HomeSide  during the
    preceding fiscal year under the terms of the Servicing  Agreement and to the
    best of this officer's knowledge,  HomeSide has fulfilled all of its duties,
    responsibilities or obligations under this Agreement throughout  such  year;
2.  I have  confirmed  that  HomeSide  is  currently  an  approved FNMA or FHLMC
    Servicer in good standing; 
3.  I  have  confirmed that the fidelity bond and errors and omissions insurance
    policy required under  the Servicing  Agreement is in full force and effect;
4.  All premiums for each hazard  insurance  policy,  flood insurance policy (if
    applicable) and PMI policy (if  applicable),  with respect to each mortgaged
    property,  have been paid and that all such  insurance  policies are in full
    force and effect;
5.  All real estate taxes,  governmental  assessments and other expenses accrued
    and due,  that if not paid  could  result  in a lien or  encumbrance  on any
    mortgaged property, have been paid;
6.  All custodial accounts have been reconciled and are properly funded; and




     Post Office BOX 44090, Jacksonville, FL 32231-4090  904-281-3000
                                                                          (logo)
                                                                   Equal Housing
                                                                          Lender
(logo) HOMESIDE
       LENDING, INC.


7.  All annual  reports of  Foreclosure  and  Abandonment  of Mortgage  Property
    required  per  Section  6050J  and  6050P  of  the  Internal  Revenue  Code,
    respectively, have been prepared and filed.

HomeSide  has  recently  renewed  its errors and  omissions  and  fidelity  bond
coverage.  An Evidence of  Insurance  form will be sent to the  attention of Ms.
Kimberly  Ferrel within ten days. You have previously been advised of our change
of fiscal year end to the twelve month  period  ending the last day of February.
The audited financial  statements with  accompanying  audit letters will be sent
within 90 days of our new fiscal year end, also to the attention of Ms. Ferrel.

Finally, enclosed is the completed Servicer Information form as supplied by you.
Should you have any questions please contact Lynda M. Pohwat at (904)281-4705.



Sincerely,

/s/ Terry Salazar
Terry Salazar
Vice President

lp
enc.





                          ANNUAL OFFICER CERTIFICATION



In accordance with the Servicing Agreement,  I, the undersigned,  hereby certify
as to each Mortgage Loan being serviced by NationsBanc Mortgage Corporation, the
following:



1.    I am a duly authorized officer of NationsBanc  Mortgage Corporation and am
      empowered and authorized to issue this Annual Certification.

2.    All  taxes, ground  rents and assessments for the Mortgages covered herein
      have been paid.

3.    All  insurance  premiums for flood or other  casualty  insurance;  and FHA
      premiums  or Private  Mortgage  premiums on  conventional  loans have been
      paid, and such are in full force.

4.    Interest is being paid on escrow in accordance  to any laws,  regulations,
      or  contracts  that  require  payment of  interest on  mortgagors'  escrow
      deposit accounts.

5.    Analysis has been made  to ensure sufficient moneys are being collected in
      escrow year.

6.    All required  interest rate and/or  monthly  payment  adjustments  for ARM
      loans were made in accordance  with the mortgage terms and that timely and
      proper notice was provided to the mortgagors.

7.    All FHA Section 221 mortgages  that have reached the 20th  anniversary  of
      their  endorsement  for mortgage  insurance to determine  their status and
      that it has assigned  those  mortgages  that are  eligible for  assignment
      under HUD's special assignment procedures, or we will take steps to assure
      that they are assigned within the required time frame.

8.    We have  reported all ninety day  delinquencies,  completed  foreclosures,
      accepted  deed-in-lieu,  and  reinstated  mortgages  to the  major  credit
      repositories in accordance with our reporting requirements.

9.    Property inspections have been made where appropriate.

10.   We have  complied with the Internal  Revenue  Service's  requirements  for
      reporting the receipt of $600 or more of interest payments (IRS 1098) from
      a mortgagor,  for filing statements for recipients of miscellaneous income
      (IRS  1099-Misc)  to report  payments of fees to  attorneys  for  handling
      liquidation  proceedings,   and  for  filing  notices  of  acquisition  of
      abandonment of secured  property (IRS 1099-A) to report the acquisition of
      property  by  foreclosure  or  acceptance  of  a  deed-in-lieu   or  by  a
      mortgagor's abandonment of a property.

11.   The Fidelity Bond and Errors and Omissions Coverage has been reviewed, all
      required coverage is in existence and none of our principal  officers have
      been removed from coverage.

12.   A  viable  contingency  plan is in place to  minimize  financial  loss and
      disruptions of service to the institution  and its customers,  as required
      by federal regulations.

I FURTHER CERTIFY:
    A.To the  best  of my  knowledge  and  upon  reasonable  investigation,  the
      servicing of the Mortgage Loans during the year of 1996 has been conducted
      in  compliance  with the  Agreement  except  for such  exceptions  as I am
      setting forth below.

      Exceptions (if any):   None

    B.A review of activities with respect to performance under the Agreement has
      been made under my supervision  and to the best of my knowledge,  based on
      such review,  no default  exists as of 12/31/96 in the  fulfillment of any
      obligations under the Agreement other than the events of default,  if any,
      which I am listing below with the nature and status thereof



      Events of Default (if any): None



                         NationsBanc Mortgage Corporation


                         /s/ J. Mark Hanson
                         J. Mark Hanson
                         Servicing Director - Kentucky
                         Sr. Vice President



                                                       NORWEST MORTGAGE, INC.
                                                       405 S.W. 5th 3treet
                                                       Des Moines, IA 50328

Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Tracey Waldman


RE: Officer's Certificate

Dear Master Servicer:

The undersigned Officer certifies the following for the 1996 fiscal year:

(A)     I have reviewed the  activities and  performance of the Servicer  during
        the preceding  fiscal year under the terms of the  Servicing  Agreement,
        Trust Agreement,  Pooling and Servicing Agreement and/or Seller/Servicer
        Guide and to the best of these  Officers'  knowledge,  the  Servicer has
        fulfilled all of its duties, responsibilities or obligations under these
        Agreements  throughout  such  year,  or if there has been a  default  or
        failure of the servicer to perform any of such duties,  responsibilities
        or obligations,  a description of each default or failure and the nature
        and status thereof has been reported to Norwest Bank Minnesota, N.A.;

(B)     I have confirmed that the Servicer is currently an approved FNMA or
        FHLMC servicer in good standing;

(C)     I have  confirmed  that the  Fidelity  Bond,  the Errors  and  Omissions
        Insurance  Policy and any other  bonds  required  under the terms of the
        Servicing  Agreement,  Trust Agreement,  Pooling and Servicing Agreement
        and/or Seller/Servicer Guide are in full force and effect;

(D)     All premiums for each Hazard  Insurance  Policy,  Flood Insurance Policy
        (if applicable) and Primary  Mortgage  Insurance Policy (if applicable),
        with  respect to each  Mortgaged  Property,  have been paid and that all
        such insurance policies are in full force and effect;

(E)     All real estate taxes,  governmental  assessments and any other expenses
        accrued and due, that if not paid could result in a lien or  encumbrance
        on any  Mortgaged  Property,  have been  paid,  or if any such  costs or
        expenses have not been paid with respect to any Mortgaged Property,  the
        reason for the  non-payment has been reported to Norwest Bank Minnesota,
        N.A.;

(F)     All Custodial Accounts have been reconciled and are properly funded; and

(G)     All annual reports of Foreclosure and  Abandonment of Mortgage  Property
        required  per  section  6050J and 6050P of the  Internal  Revenue  Code,
        respectively, have been prepared and filed.



CERTIFIED By:
/s/ John B. Brown
Officer

Vice President
Title

3-18-97
Date






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