ACCESS FINANCIAL MORTGAGE LOAN TRUST SERIES 1996-03
10-K/A, 1997-07-08
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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.:  033-50326

              Access Financial Mortgage Loan Trust, Series 1996-3 
             (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)

52-1996149, 52-1996146
(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 27, 1997, by Norwest Bank
Minnesota, N.A. (the "Reporting Person"), on behalf of Access Financial Mortgage
Loan Trust, Series 1996-3 (the "Trust"),  established  pursuant to a Pooling and
Servicing  Agreement  (the  "Pooling  &  Servicing   Agreement")  among  Cargill
Financial Services Corporation,  as Sponsor,  (the "Sponsor"),  Access Financial
Lending  Corp.,  as Seller  and  Master  Servicer,  (the  "Seller"  and  "Master
Servicer"),  and Norwest Bank  Minnesota,  N.A.,  as Trustee,  (the  "Trustee"),
pursuant  to which the Access  Financial  Mortgage  Loan Trust,  Series  1996-3,
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)  LSI Financial Group, as Servicer<F1>

          99.2 Management Assertion Letter:

                   (a)  LSI Financial Group, as Servicer<F2>

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

                   (a) LSI Financial Group, as Servicer<F1>

     (b)  On October 1, 1996, November 1, 1996, and December 5, 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:


          Access Financial Mortgage Loan Trust, Series 1996-3


                       By: Norwest Bank Minnesota, N.A.,
                           as Trustee

                       By: /s/ Sherri J. Sharps
                       By: Sherri J. Sharps
                    Title: Vice President
                    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)  LSI Financial Group, as Servicer<F1>

          99.2 Management Assertion Letter:

                   (a)  LSI Financial Group, as Servicer<F2>

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

                   (a)  LSI Financial Group, 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.


Deloitte &
 Touche LLP
        (logo)         Suite 1800                      Telephone: (501) 370-3600
                       111 Center Street               Facsimile: (501) 374-4809
                       Little Rock, Arkansas 72201     Facsimile: (501) 375-7817


INDEPENDENT ACCOUNTANTS' REPORT

To LSI Financial Group:

We have examined  management's  assertion about LSI Financial Group'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 LSI Financial
Group'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 LSI Financial Group'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 LSI  Financial  Group's  compliance  with  the  minimum
servicing standards.

In our opinion,  management's  assertion that LSI Financial  Group 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

March 21, 1997



DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL








                                                                          (logo)
                                                                 Financial Group



April 25, 1997



Frances Okougbo
Norwest Corporate Trust
11000 Brokenland Parkway
Columbia, MD 21044


RE: Servicing Agreement dated August 1, 1996, between Norwest Bank Minnesota,
    National Association ("Trustee") and LSI Financial Group ("Sub-Servicer")
    for Access Financial Mortgage Loan Trust 1996-3

Dear Ms. Okougbo,

A review of the  activities of the Servicer  during the preceding  calendar year
and of its performance under the above referenced  agreement has been made under
my supervision and pursuant to Section 3.16 of the Servicing  Agreement.  To the
best of my knowledge,  based on such review,  the Servicer has fulfilled all its
obligations.



Sincerely,

/s/ Timothy S. Sambrano
Timothy S. Sambrano
President



cc: Ms. Sylvia Borchert



                                                            17500 Chenal Parkway
                                                                       Suite 200
                                                Little Rock, Arkansas 72211-9131





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