STRUCTURED ASSET SECURITIES CORP SERIES 1996-5
10-K/A, 1997-07-10
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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.:  033-99598-02

    Structured Asset Securities Corporation, Mortgage Pass-Through Certificates,
                              Series 1996-05 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)

52-2016569, 52-2016570
(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  Structured  Asset
Securities Corporation Mortgage Pass-Through Certificates,  Series 1996-05 Trust
(the "Trust"), established pursuant to a Trust Agreement (the "Trust Agreement")
among Structured Asset Securities Corporation,  as Depositor, (the "Depositor"),
Norwest Bank Minnesota,  N.A., as Master Servicer (the "Master  Servicer"),  and
First Bank National Association, as Trustee, ( the "Trustee"), pursuant to which
the Structured Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1996-05 Trust,  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) American  Savings Bank,  F.A., as Servicer<F1>  
                    (b) Chase Manhattan Mortgage Corporation,  as  Servicer <F1>
                    (c) Great  Financial Bank, FSB, as Servicer<F1> 
                    (d) Norwest  Mortgage,  Inc., as Servicer <F1> 
                    (e) Ryland Mortgage  Company,  as Servicer <F1> 
                    (f) Wells Fargo and Company, as Servicer <F1>

          99.2 Management Assertion Letter:

                    (a) American  Savings Bank,  F.A., as Servicer<F1>  
                    (b) Chase Manhattan  Mortgage Corporation, as Servicer <F1> 
                    (c) Great  Financial Bank, FSB, as Servicer<F1> 
                    (d) Norwest  Mortgage,  Inc., as Servicer <F1> 
                    (e) Ryland Mortgage  Company,  as Servicer <F1> 
                    (f) Wells Fargo and Companies, as Servicer <F1>

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

                    (a) American  Savings Bank,  F.A., as Servicer<F1>  
                    (b) Chase Manhattan  Mortgage Corporation, as Servicer <F1> 
                    (c) Great  Financial Bank, FSB, as Servicer<F1> 
                    (d) Norwest  Mortgage,  Inc., as Servicer <F1> 
                    (e) Ryland Mortgage  Company,  as Servicer <F1> 
                    (f) Wells Fargo and Company, as Servicer <F1>

     (b)  No 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.






                                    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:


   Structured Asset Securities Corporation Mortgage Pass-Through Certificates,
                              Series 1996-05 Trust


                        By: First Bank, N.A.,
                           as Trustee

                       By: /s/ Eve D. Kaplan 
                       By: Eve D. Kaplan
                    Title: Vice President
                    Dated: July 10, 1997



                                  EXHIBIT INDEX

          Exhibit No.

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

                    (a) American  Savings Bank,  F.A., as Servicer<F1>  
                    (b) Chase Manhattan  Mortgage Corporation, as Servicer  <F1>
                    (c) Great  Financial Bank, FSB, as Servicer<F1> 
                    (d) Norwest  Mortgage,  Inc., as Servicer <F1> 
                    (e) Ryland Mortgage  Company,  as Servicer <F1> 
                    (f) Wells Fargo and Company, as Servicer <F1>

          99.2 Management Assertion Letter:

                    (a) American  Savings Bank,  F.A., as Servicer<F1>  
                    (b) Chase Manhattan  Mortgage Corporation, as Servicer <F1> 
                    (c) Great  Financial Bank, FSB, as Servicer<F1> 
                    (d) Norwest  Mortgage,  Inc., as Servicer <F1> 
                    (e) Ryland Mortgage  Company,  as Servicer <F1> 
                    (f) Wells Fargo and Companies, as Servicer <F1>


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

                    (a) American  Savings Bank,  F.A., as Servicer<F1>  
                    (b) Chase Manhattan  Mortgage Corporation, as Servicer  <F1>
                    (c) Great  Financial Bank, FSB, as Servicer<F1> 
                    (d) Norwest  Mortgage,  Inc., as Servicer <F1> 
                    (e) Ryland Mortgage  Company,  as Servicer <F1> 
                    (f) Wells Fargo Bank, as Servicer <F1>

<F1> Filed herewith.


Deloitte &
 Touche LLP
       (logo)    Suite 1200                            Telephone: (714) 436-7100
                 695 Town Center Drive                 Facsimile: (714) 436-7200
                 Costa Mesa, California 92626-1924

INDEPENDENT ACCOUNTANTS'REPORT



To American Savings Bank, F.A.

We have examined  management's  assertion  about American  Savings Bank,  F.A.'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  American
Savings Bank,  F.A.'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  American  Savings  Bank,  F.A.'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 American Savings Bank,  F.A.'s  compliance
with the minimum servicing standards.

In our opinion, management's assertion that American Savings Bank, F.A. 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/ Deloitte & Touche LLP
February 14, 1997



Deloitte Touche
Tohmatsu
International





                  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


Deloitte &
 Touche LLP
       (logo)          Suite 2100                      Telephone: (502) 562-2000
                       220 West Main Street            Facsimile: (502) 562-2073
                       Louisville, Kentucky 40202-5313



INDEPENDENT ACCOUNTANTS' REPORT

To the Stockholder of
 Great Financial Bank, FSB
Louisville, Kentucky

We have  examined  management's  assertion  about Great  Financial  Bank,  FSB'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 report on compliance with minimum  servicing
standards.  Management is responsible for Great Financial Bank, FSB's compliance
with those minimum  servicing  standards.  Our  responsibility  is to express an
opinion  on  management's  assertion  about the Bank'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  Great  Financial  Bank,  FSB'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 Great Financial Bank,  FSB's ' compliance
with the minimum servicing standards.

In our opinion,  management's  assertion that Great Financial Bank, FSB 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/ Deloitte & Touche LLP

February 10, 1997



DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL


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) ERNST & YOUNG LLP
                            o One North Charles            o Phone: 410 539-7940
                              Baltimore, Maryland 21201


      REPORT ON MANAGEMENT'S ASSERTION ON COMPLIANCE WITH MINIMUM SERVICING
       STANDARDS SET FORTH IN THE UNIFORM SINGLE ATTESTATION PROGRAM FOR
                                MORTGAGE BANKERS



                         Independent Accountants' Report



Board of Directors
Ryland Mortgage Company

We  have  examined  management's  assertion  that  Ryland  Mortgage  Company  (a
wholly-owned  subsidiary of The Ryland Group,  Inc.) and  subsidiaries  complied
with  the  minimum  servicing  standards  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,  included in the  accompanying
report titled REPORT OF MANAGEMENT.  Management is responsible for the Company's
compliance with those requirements.  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 those
requirements 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 specified requirements.

In our  opinion,  management's  assertion  that the  Company  complied  with the
aforementioned  requirements during the period ended December 31, 1996 is fairly
stated, in all material respects.

                                                          /s/ Ernst & Young LLP

January 31, 1997



       Ernst & Young LLP is a member of Ernst & Young International, Ltd.


(LOGO) KPMG Peat Marwick LLP 
            750 B Street 
            San Diego, CA 92101


                         INDEPENDENT ACCOUNTANT'S REPORT

The Board of Directors
Wells Fargo and Company:

We have examined the accompanying Management's Report on Compliance with Minimum
Servicing  Standards  (management's  assertion)  about Wells Fargo and Company'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.  Management  is
responsible  for  Wells  Fargo  and  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 Wells Fargo and 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 Wells Fargo and Company's  compliance  with the minimum
servicing standards.

In our opinion,  management's  assertion  that Wells Fargo and Company  complied
with the aforementioned minimum servicing standards as of and for the year ended
December 3l, 1996 is fairly stated in all material respects.



February 17,1997                                 /s/ KPMG Peat Marwick LLP



               Member Firm of
               Klynveld Peat Marwick Goerdeler

                          AMERICAN SAVINGS (logo) BANK

February 7, 1997


As of and for the twelve month period ended December 31, 1996,  American Savings
Bank,  F. 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,
American Savings Bank had in effect an errors and omissions policy in the amount
of $22,500,000. Also, American Savings Bank had in EFFECT a fidelity bond in the
amount of  $35,000,000  from January 1, 1996 to December  19,  1996,  and in the
amount of $60,000,000 for the period of December 20, 1996 to December 30, 1996.


/s/ Robert T. Barnum
Robert T. Barnum, President


/s/ Robert B. Henske
Robert B. Henske, Chief Financial Officer



We call to your attention that on 12/20/96
the Bank and certain related entities were 
merged with Washington Mutual, Inc. ("WMI"), 
and that on 12/31/96 Robert B. Henske ("Henske")
was terminated as Chief Financial Officer
of the Bank. Henske makes no representation 
regarding any matter subsequent to 12/31/96.




         17877 Van Karman Avenue 5th Floor Irvine, California 99714-6213


                                  (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  ACCOUNT
         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 IDENTIFICATION.

         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: ESCROW 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        

(logo)
  GREAT
FINANCIAL
  BANK         Suite 1900
(logo)         329 West Main Street
               Louisvilie, KY 40202-4240


February 7, 1997


Re: Management's Assertion Report on Compliance with Minimum Servicing Standards

To the Stockholder:

As of and for the year ended December 31, 1996,  Great  Financial  Bank, FSB 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 year,  Great  Financial
Bank,  FSB had in effect a fidelity bond and errors and omissions  policy in the
amount of $9,000,000.




/s/ Paul M. Baker
Paul M. Baker
Chairman and Chief Executive Officer


/s/ Richard M. Klapheke
Richard M. Klapheke
Executive Vice President
Chief Financial Officer

/s/ Arthur L. Harreld
Arthur L. Harreld
Executive Vice President

/s/ William L. Boue'
William L. Boue'
Senior Vice President - Loan Administration




(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) RYLAND
                                                       MORTGAGE

                                                      11000 Broken Land Parkway
                                                      Columbia, Maryland
                                                      21044-3562

                                                      410 715-7500 Tel
                                                      410 715-7905 Fax




           MANAGEMENT'S  ASSERTION  ON  COMPLIANCE  WITH  MINIMUM  SERVICING 
           STANDARDS SET FORTH IN THE UNIFORM SINGLE ATTESTATION PROGRAM FOR
                                MORTGAGE BANKERS



                              REPORT OF MANAGEMENT



We,  as  members  of  management  of Ryland  Mortgage  Company  (a  wholly-owned
subsidiary of The Ryland group,  Inc.) and  subsidiaries,  are  responsible  for
complying  with the minimum  servicing  standards  as set forth in the  Mortgage
Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE
BANKERS  (USAP).  We are  also  responsible  for  establishing  and  maintaining
effective  internal  control  over  compliance  with  these  standards.  We have
performed an evaluation of the Company's  compliance with the minimum  servicing
standards as set forth in the USAP as of December 31, 1996 and for the year then
ended.  Based on this evaluation,  we assert that during the year ended December
31, 1996, the Company complied with the minimum servicing standards set forth in
the USAP.

As of and for this same period, Ryland Mortgage Company had in effect a fidelity
bond and errors and  omissions  policy in the  amounts  of $15  million  and $10
million respectively.



Very truly yours,

/s/ Michael C. Brown
Michael C. Brown
President of Ryland Mortgage Company and Subsidiaries

/s/ Walter Z. Rigsbee
Walter Z. Rigsbee
Senior Vice President of Ryland Mortgage Company

/s/ Patricia S. Gloth
Patricia S. Gloth
Vice President of Financial Operations

                                     (logo)
                                WELLS FARGO BANK



                        Management's Report on Compliance
                        with Minimum Servicing Standards



As of and for the year ended  December 31, 1996,  Wells Fargo and  Companies has
complied in all material respects with the minimum servicing standards set forth
in the Mortgage Bankers  Association of America's UNIFORM SINGLE ATTESTATION FOR
MORTGAGE BANKERS. As of and for this same period,  Wells Fargo and Companies had
in effect a fidelity bond in the amount of $105,000,000 and errors and omissions
policy in the amount of $55,000,000.



Acknowledged:       /s/ Joan Coppenrath
                    Joan Coppenrath, Vice President

February 17, 1997

                     P.O. Box 85071 San Diego, CA 92186-5071




                          AMERICAN SAVINGS (logo) BANK



Candy Knisely
Ryland Mortgage Company
11000 Broken Land Parkway
Columbia, NC 21044-3562

OFFICER'S CERTIFICATE

The undersigned Officer certifies the following for the fiscal year:

(A) That to the best of this Officer's  knowledge,  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;

(B) That all accrued and due real estate taxes, governmental assessments and any
other  expenses,  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 Ryland Mortgage Company;

(C) To the best of this Officer's  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 Ryland
Mortgage Company;

(D) That this  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, Trust Agreement, Pooling and Servicing Agreement and/or
Seller/Servicer Guide are in full force and effect.

Certified By:
/s/ Karen Moran
Karen Moran
Asst. Vice President

March 20, 1997



      400 E. Main Street, Department 4026, Stockton, California 95290-4026
                        (209) 546-2065 (2O9) 546-2690 Fax




                                  (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)
  GREAT
FINANCIAL
          4801 Frederica Street
          P.O. Box 20005
          Owensboro, KY 42304-0005

          502-685-7100


March 11, 1997


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 fical 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 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/ Lotus B Dixon
Officer

VICE PRESIDENT
Title

MARCH 11, 1997
Date

                                                       NORWEST MORTGAGE, INC.
                                                       405 S.W. 5th Street
                                                       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

                                                       (logo) RYLAND
                                                              MORTGAGE


                                                       11000 Broken Land Parkway
                                                       Columbia, Maryland
                                                       21044-3562
                                                       410 715-7500 Tel



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/ Michele Drury
Officer MICHELE DRURY

Title  VICE PRESIDENT OF LOAN ADMIN.

MAY 13, 1997
Date

                                     (Logo)
                                WELLS FARGO BANK

                  Annual Certification for Calendar Year 1996

Dear Investor:

This is to certify the  following  items with  respect to real  estate  loans we
service on your behalf.

   We have complied  with all  applicable  provisions of the executed  servicing
   agreement and/or servicing guidelines.

   Servicing is in compliance with applicable  state and federal laws, HUD or VA
   regulations, and all the terms of the loan documents.

   Taxes, mortgage insurance, flood and/or hazard insurance and assessments have
   been  paid,  if  applicable,  by  Wells  Fargo  Bank as  required  by  escrow
   agreements and regulations.  Payment of taxes and insurance by borrowers,  if
   applicable,  is tracked  and  verified  using  normal  industry  methods  and
   standards.

   Insurance  policies are in possession of Wells Fargo Bank, or its  authorized
   insurance  vendor,  as  required  by the  terms of our  mortgage  impairment
   coverage.

   ARM rate and payment changes are made according to contractual and regulatory
   requirements,  and payment change notices sent as required by law. An ongoing
   audit process ensures the integrity of our on-line information.

   Interest  is paid on escrow  funds in  compliance  with all federal and state
   laws, regulations, and contracts.

   Loan documents are held in our vault, at 401 West 24th Street, National City,
   California,  91950,  or  by  a  document  custodian  pursuant  to  applicable
   servicing contracts.

   All IRS  information  returns,  including IRS Forms,  1098 Mortgage  Interest
   Statement,  and 1099-A  Acquisition or Abandonment  are filed pursuant to IRS
   regulations.


Certified by:  /s/ Joan M. Coppenrath
               Joan M. Coppenrath, Vice President
               Loan Servicing Manager, Mortgage Lending Servicing

certific.doc

                     P.O. BOX 85071 San Diego, CA 92186-5071








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