NORWEST ASS SEC CORP MORT PAS THR CERT SER 1997-02 TRUST
10-K/A, 2000-02-14
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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, 1997

/   /  Transition report pursuant to section 13 or 15(d) of the Securities
       Exchange Act of 1934

Commission File No.:  333-02209-13



                         Norwest Asset Securities Corporation,
                Mortgage Pass-Through Certificates, Series 1997-02 Trust
                 (Exact name of registrant as specified in its charter)

New York                                52-2026447        52-2026450
(State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                   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,  1998,  on
behalf  of  Norwest  Asset   Securities   Corporation,   Mortgage   Pass-Through
Certificates,  Series  1997-02 Trust (the  "Trust"),  established  pursuant to a
Pooling and Servicing Agreement among Norwest Asset Securities  Corporation,  as
Seller (the "Company"),  and Norwest Bank Minnesota,  National  Association,  as
Master  Servicer,  and First Union National Bank of North Carolina,  as Trustee,
pursuant  to  which  the  Norwest   Asset   Securities   Corporation,   Mortgage
Pass-Through Certificates, Series 1997-02 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 Independent  Accountants'  Servicing  Reports  concerning
                servicing activities for the year ended December 31, 1997.

               (a)  Countrywide Credit Industries, Inc., as Servicer<F1>
               (b)  Temple Financial Services, as Servicer<F1>
               (c)  Home Side Lending, as servicer <F1>
               (d)  National City Mortgage Company, as servicer <F1>
               (e)  Norwest Mortgage, Inc., as servicer <F1>
               (f)  SunTrust Mortgage Inc. , as servicer <F1>

          99.2  Report of Management  as to  Compliance  with Minimum  Servicing
                Standards for the year ended  December 31, 1997.

               (a)  Countrywide Credit Industries, Inc., as Servicer<F1>
               (b)  Temple Financial Services, as Servicer<F1>
               (c)  Home Side Lending, as servicer <F1>
               (d)  National City Mortgage Company, as servicer <F1>
               (e)  Norwest Mortgage, Inc., as servicer <F1>
               (f)  Sun Trust Mortgage Inc. , as servicer <F1>

          99.3  Annual Statements of Compliance  under the Pooling and Servicing
                Agreements for the year ended  December 31, 1997.

               (a)  Countrywide Credit Industries, Inc., as Servicer<F1>
               (b)  Temple Financial Services, as Servicer<F1>
               (c)  Home Side Lending, as servicer <F1>
               (d)  National City Mortgage Company, as servicer <F1>
               (e)  Norwest Mortgage, Inc., as servicer <F1>
               (f)  SunTrust Mortgage Inc. , as servicer <F1>

          99.4  Aggregate Statement of Principal and Interest
                Distributions to Certificate Holders.<F2>

     (b)  On October 20, 1997, a report on Form 8-K was filed in order to
          provide the Pooling and Servicing Agreement for the Certificates.

          On October 9, 1997, November 10, 1997, and December 9, 1997, reports
          on Form 8-K were filed by the  Company 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)  Not applicable.

     (d)  Omitted.

<F1>  Filed herewith.
<F2> Previously filed.




                                    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:

                      Norwest Asset Securities Corporation,
                       Mortgage Pass-Through Certificates,
                               Series 1997-02 Trust

Signed     NORWEST BANK MINNESOTA, N.A.,
           as Master Servicer
By:        /s/Sherri J. Sharps

By:        Sherri J. Sharps
Title:     Vice President
Dated:     2/10/2000




EXHIBIT INDEX

Exhibit No.

99.1 Annual  Independent  Accountants'  Servicing Reports  concerning  servicing
     activities for the year ended December 31, 1997.


               (a)  Countrywide Credit Industries, Inc., as Servicer<F1>
               (b)  Temple Financial Services, as Servicer<F1>
               (c)  Home Side Lending, as servicer <F1>
               (d)  National City Mortgage Company, as servicer <F1>
               (e)  Norwest Mortgage, Inc., as servicer <F1>
               (f)  SunTrust Mortgage Inc. , as servicer <F1>

99.2 Report of Management as to Compliance with Minimum Servicing  Standards for
     the year ended December 31, 1997.

               (a)  Countrywide Credit Industries, Inc., as Servicer<F1>
               (b)  Temple Financial Services, as Servicer<F1>
               (c)  Home Side Lending, as servicer <F1>
               (d)  National City Mortgage Company, as servicer <F1>
               (e)  Norwest Mortgage, Inc., as servicer <F1>
               (f)  SunTrust Mortgage Inc. , as servicer <F1>

99.3 Annual Statements of Compliance for the year ended December 31, 1997.

               (a)  Countrywide Credit Industries, Inc., as Servicer<F1>
               (b)  Temple Financial Services, as Servicer<F1>
               (c)  Home Side Lending, as servicer <F1>
               (d)  National City Mortgage Company, as servicer <F1>
               (e)  Norwest Mortgage, Inc., as servicer <F1>
               (f)  SunTrust Mortgage Inc. , as servicer <F1>

99.4 Aggregate Statement of Principal and Interest  Distributions to
     Certificate Holders<F2>

<F1>  Filed herewith.

<F2> Previously filed.



                                                                      Suite 700
                                                             1000 Wilshire Blvd.
                                                     Los Angeles, CA 90017-2464
                                                                   213 627-1717
                                                               FAX 213 624-6793

                                                           GRANT THORNTON (LOGO)

                                             GRANT THORNTON LLP  Accountants and
                                                          Management Consultants
                                                         The U.S. Member Firm of
                                                    Grant Thornton International

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

Board of Directors
Countrywide Credit Industries, Inc.

We have examined  management's  assertion about Countrywide  Credit  Industries,
Inc. and Subsidiaries (which includes its wholly-owned  subsidiary,  Countrywide
Home Loans,  Inc.  formerly  Countrywide  Funding  Corporation)  ("the Company")
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  February 28, 1997  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 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 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 Countrywide Credit Industries, Inc.
and  Subsidiaries  (which includes  wholly-owned  subsidiary,  Countrywide  Home
Loans, Inc.) complied with the aforementioned  minimum servicing standards as of
and for the year ended  February  28,  1997 is fairly  stated,  in all  material
respects.

/s/Grant Thornton LLP
Los Angeles, California
April 22, 1997



(LOGO)ERNST&YOUNG LLP    Suite 1400              Phone: 512 478 9881
                         700 Lavaca              Fax:   512 473 3499
                         Austin, Texas 78701



                       REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors
Temple-Inland Financial Services, Inc. and
     Subsidiaries (including Knutson Mortgage
     Corporation)

We have examined  management's  assertion  included in the  accompanying  report
titled REPORT OF MANAGEMENT  that  Temple-Inland  Financial  Services,  Inc. and
Subsidiaries  (including Knutson Mortgage  Corporation) (the "Company") complied
with  the  minimum  servicing  standards  set  forth  in  the  Mortgage  Bankers
Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
during the 15 month period ended  December 31, 1997.  Management is  responsible
for the Company's  compliance with those requirements.  Our responsibility is to
express an opinion on  management's  assertions  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 15 month period ended December 31, 1997,
is fairly stated, in all material respects.

                                             /s/Ernst & Young LLP

January 30, 1998



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



                                ARTHUR ANDERSEN LLP


                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders of
Homeside Lending, Inc.:

We have examined management's assertion about HOMESIDE LENDING,  INC. (a Florida
corporation)  AND  SUBSIDIARIES'  compliance with  the  minimum   servicing
standards identified Mortgage Bankers Association of AMERICA'S UNIFORM
SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP) and that the Company
had in effect a fidelity bond and errors and omissions policy in the amount
of $76 million and $20 million, respectively,  as of February 10, 1998 and for
the period from March 1, 1997 to February 10, 1998, included in the accompanying
management  assertion  letter.  Management is responsible for the Company's
compliance with those minimum servicing standards and for maintaining a fidelity
bond and errors and  omissions  policy.  Our  responsibility is to  express  an
opinion on  management's  assertion 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  HomeSide  Lending,  Inc.  and
subsidiaries  complied with the aforementioned  minimum servicing  standards and
that Company had in effect a fidelity  bond and errors and  omissions  policy in
the amount of $76 million and $20  million,  respectively,  as of February  10,
1998 and for the  period  from  March 1,  1997 to  February  10,  1998 is fairly
stated, in all material respects.


/s/Arthur Anderson LLP
Jacksonville, Florida
April 15, 1995




(LOGO)ERNST& YOUNG LLP   1300 Huntington Building
                         925 Euclid Avenue
                         Cleveland, Ohio 44115-1405     Phone: 216 861 5000





                 Report on Management's Assertion on Compliance
               with Minimum Servicing Standards Set Forth in the
            UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS

                        Report of Independent Accountants

Board of Directors
National City Mortgage Co.

We have examined  management's  assertion,  included in the accompanying  report
titled REPORT OF MANAGEMENT, that National City Mortgage Co. (NCM) 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, 1997. Management is responsible for NCM's compliance
with  those  requirements.  Our  responsibility  is to  express  an  opinion  on
management's assertions about NCM'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  NCM'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 NCM's
compliance with specified requirements.

In  our  opinion,   management's   assertion,   that  NCM   complied   with  the
aforementioned  requirements  during the year ended December 31, 1997, is fairly
stated, in all material respects.

                                             Ernst & Young LLP
                                             /s/Ernst & Young LLP




January 28, 1998

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




(LOGO) 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  set  forth 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, 1997,  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 in
all material respects with the aforementioned  minimum servicing standards as of
and for the year ended  December  31,  1997 is fairly  stated,  in all  material
respects.

                                           /s/KPMG Peat Marwick LLP

January 14, 1998





ARTHUR ANDERSEN LLP


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors
of SunTrust Mortgage, Inc.:

We  have  examined  management's  assertion  about  SUNTRUST  MORTGAGE,   INC.'S
compliance  with the minimum  servicing  standards  identified  in the  Mortgage
Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE
BANKS ("USAP") and that the Company had in effect a fidelity bond and errors and
omissions policy in the amounts of $100,000,000  and $20,000,000,  respectively,
as of and for the year ended  December  31, 1997,  included in the  accompanying
management  assertion.  Management is responsible  for the Company's  compliance
with those minimum  servicing  standards and for maintaining a fidelity bond and
errors and  omissions  policy.  Our  responsibility  is to express an opinion on
management's  assertion about the entity's compliance with the minimum servicing
standards and  maintenance  of a fidelity  bond and errors and omissions  policy
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 and that the Company had in effect a
fidelity bond and errors and omissions policy in the amounts of $100,000,000 and
$20,000,000,  respectively,  as of and for the year ended  December  31, 1997 is
fairly stated in all material respects.


/S/Arthur Andersen LLP

Atlanta, Georgia
January 30,1998




(LOGO)
COUNTRYWIDE


April 22, 1997

Grant Thornton LLP
1000 Wilshire Boulevard, Suite 700
Los Angeles, CA  90017

Gentlemen:

As of and for the year ended February 28, 1997,  Countrywide  Credit Industries,
Inc. and Subsidiaries (which includes its wholly-owned  subsidiary,  Countrywide
Home Loans,  Inc.) ('the  Company')  has complied in all material  respects with
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,  the Company had in effect a fidelity bond and errors and omissions
policy in the amount of $30,000,000.





/s/Carlos M. Garcia
Carlos M. Garcia
Managing Director-Finance
Chief Financial Officer and
Chief Financial Officer


                                     (LOGO)
                                    KNUTSON
                              MORTGAGE CORPORATION

                              REPORT OF MANAGEMENT

We, as members of  management  of  Temple-Inland  Financial  Services,  Inc. and
Subsidiaries  (including  Knutson  Mortgage  Corporation)  (the  "Company")  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 (the "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, 1997 and for the
15 month period then ended. Based on this evaluation,  we assert that during the
15 month period ended December 31, 1997, the Company  complied,  in all material
respects, with the minimum servicing standards set forth in the USAP.

During  the 15 month  period  ended  December  31,  1997,  the  Company  did not
consistently  document its supervisory  review and approval of custodial account
reconciliations.  Although  not  consistently  documented,  in most  instances a
supervisory  review had taken place. As of January 1998, a procedure to document
supervisory  review and  approval  had been  instituted.  Because a  supervisory
review  was  made  in  most  instances,  we  believe  this  is  not  a  material
noncompliance with the minimum servicing standards set forth in the USAP.

As of December  31, 1997,  the Company had in effect a fidelity  bond and errors
and omissions policy in the amount of $30,000,000.


By:/s/Richard Hebl
Senior Vice President -
         Loan Administration


    3001 METRO DRIVE/SUITE 400/ MINNEAPOLIS, MINNESOTA 55425/(612) 204-2600



(LOGO)
HOMESIDE
LENDING, INC.

As of February  10,  1998 and for the period from March 1, 1997 to February  10,
1998,  HomeSide  Lending,  Inc. 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 BANKER. As of and
for this same period,  HomeSide Lending,  Inc. had in effect a fidelity bond and
errors  and  omissions  policy in the  amount of $76  million  and $20  million,
respectively.

/s/William Glasgow, Jr.
William Glasgow, Jr.
Executive Vice President

April 15, 1995
Date



National City                          National City Mortgage Co.
Mortgage                               3232 Newmark Drive Miamisburg, Ohio 45342
                                       Telephone (937) 910-1200

                                       Mailing Address:
                                       P.O. 1820
                                       Dayton, Ohio 45401-1820



                    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  National  City  Mortgage  Co.  (NCM), 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 NCM's  compliance  with the minimum  servicing
standards  as set  forth in the USAP as of  December  3l,  1997 and for the year
then  ended.  Based on this evaluation,  we assert  that  during the year ended
December 3l, 1997,  NCM  complied,  in all material  respects,  with the minimum
servicing standards set forth in the USAP.

As of and for this same period,  NCM had in effect a fidelity bond policy in the
amount of $50  million and an errors and  omissions  policy in the amount of $20
million.

                                         /s/Leo E. Knight, Jr.
                                         Leo E. Knight, Jr., President

                                         /s/T. Jackson Case Jr.
                                         T. Jackson Case Jr., Sr. Vice President

January 29,1998


                               No one Cares More !



(LOGO)NORWEST MORTGAGE                            Norwest Mortgage, Inc.
                                                  405 S.W. 5th Street
                                                  Des Moines, IA 50309-4626
                                                  515/237-6000


                              Management Assertion

As of and for the year ended December 3l, 1997,   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 this same period,  Norwest Mortgage Banking
had in effect a fidelity bond and errors and  omissions  policy in the amount of
$100 million and $20 million, respectively.


/s/Mark C. Oman                                                 January 14,1998
Mark C. Oman                                                    Date
PRESIDENT AND CHIEF EXECUTIVE OFFICER

/s/Robert K. Chapman                                            January 14, 1998
Robert K. Chapman                                               Date
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICE

/s/Mike Heid                                                    January 14, 1998
Mike Heid                                                       Date
EXECUTIVE VICE PRESIDENT LOAN SERVICING





Sun Trust Mortgage, Inc.                      RALPH B. CARRIGAN
Mail Code CC-502                              President, Chief Operating Officer
P.O. Box 4333
Atlanta, GA 30302
Tel (770)352-5610
Fax (770) 352-5832

SUNTRUST

January 30, 1998

Arthur Andersen LLP
133 Peachtree Street, NE
Atlanta, Georgia 30303

Dear Sirs:

As of and for the year ended  December 31,  1997,  SunTrust  Mortgage,  Inc. 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, SunTrust Mortgage,
Inc.  had in effect a  fidelity  bond and  errors  and  omissions  policy in the
amounts of $100,000,000 and $20,000,000 respectively.

Sincerely,
/s/Ralph B. Carrigan
Ralph B. Carrigan
President/COO

RBC/amg



                             OFFICER'S CERTIFICATE

I, Joseph  Candelario,  hereby certify that I am the First Vice President,  Loan
Administration  of  Countrywide  Home  Loans,  Inc.,  fka,  Countrywide  Funding
Corporation, and further  certify with respect  to  the  Pooling  and  Servicing
Agreements for Series 1990-2 (Inv.# 251) by and among Ryland Mortgage Securities
Corporation and Countrywide Funding Corporation, as Servicer, as follows:

I have reviewed the activities and performance of the Servicer during the fiscal
year  ended  February  28,  1997  under the  Agreements  and,  to the best of my
knowledge,  based on my review,  the Servicer has  fulfilled  all of its duties,
responsibilities or obligations under the Agreements throughout the fiscal year.




                                              /s/Joseph Candelario    5-23-97
                                              Joseph Candelario         Date
                                              First Vice President
                                              Loan Administration









February 19, 1998

TEMPLE-INLAND MORTGAGE CORPORATION

(logo)

Norwest Bank Minnesota, N.A. - Master Servicer
Attn: Kimberly J. Wiggins, Compliance Administrator
11000 Broken Land Parkway
Columbia, MD 21044-3562

RE:

Investor Nos. L11, L12, L14, L17, L18, 404, 405,406, 487, 645,646, 647, and 648
Annual Certification, as of 12/31/97

Dear Ms. Wiggins:

The undersigned Officer certifies the following for the 1997 fiscal year:

(A) I have reviewed the activities and  performances  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 my  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 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 Ryland Mortgage Company;

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

(G) All annual reports of  Foreclosure  and  Abandonment  of Mortgaged  Property
required  per  sections   6050J  and  6050P  of  the  internal   Revenue   Code,
respectively, have been prepaid.

Certified by:

Temple-Inland Mortgage Corporation and Temple-Inland Mortgage Corporation as
subservicer for Lumbermen's Investment Corporation

Clay B. Carson
Executive Vice President

February 19,1998

TEMPLE-INLAND BUILDING * 1300 SOUTH MO-PAC EXPWY. * AUSTIN, TEXAS  78746



(LOGO)
HOMESIDE
LENDING, INC.

May 15, 1998

Ms. Kimberly J. Wiggins
Contracts & Comp. Administrator
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562

Re:
Officer's Certificate
Calendar Year Ending 12/31/97


Dear Ms. Wiggins:

As an officer of HomeSide Lending, Inc. (HomeSide),  I certify to the best of my
knowledge to the following for the 1997 calendar year:


1. I have reviewed the activities and performance of the servicing activities of
HomeSide  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 my  knowledge,  HomeSide 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 HomeSide 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.;

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, 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;

4. 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;

5. 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 as and when due.

6. All custodial  accounts have been reconciled and are properly  funded; and

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


Sincerely,


/s/ Terry Salazar
Terry Salazar
Vice President

Ip



        Post Office Box 44090, Jacksonville, FL 32231-4090 904-281-3000
                                                                   EQUAL HOUSING
                                                                      LENDER

<PAGE>





                           NATIONAL CITY MORTGAGE CO.
                               3232 NEWMARK DRIVE
                              MIAMISBURG, OH 45342

                         SERVICER'S ANNUAL CERTIFICATION

Dear Sir/Madam:

The  undersigned  hereby  certifies  with  respect  to each and  every  mortgage
serviced under the Servicing  Agreement between Norwest Bank Minnesota,  N.A. as
follows:

1.    There  are  no  outstanding   unpaid   installments   of  taxes,   special
      assessments, or insurance unless otherwise reported.

2.    There has been no notice of cancellation  received for any hazard or other
      insurance incident to any mortgage,  without the Servicer obtaining proper
      coverage to protect the security  interest in the property of Norwest Bank
      Minnesota, N.A..

3.    Private mortgage insurance, as required, remains in full force and effect.

4.    All notices detrimental to Norwest Bank Minnesota,  N.A. security interest
      have been forwarded to Norwest Bank Minnesota, N.A..

5.    All ARM and GPM loan  adjustments  have been made in  accordance  with the
      mortgage  terms,  with timely proper notice  provided to the mortgagors as
      required by the terms of the note and by regulatory guidelines.

6.    The  needed  internal  controls  are in place  to  insure  that all  index
      changes, made either manually or by automation, reflect the accurate index
      for that period.

7.    All loan  documents  pertaining  mortgage  loans are held by National City
      Bank of Kentucky, our document custodian.

8.    All mortgage insurance  premiums due under the contract of insurance  with
      the Federal Housing Administration or private mortgage insurance companies
      have been paid.

9.    All FHA 235/265 mortgage loans have been property recertified.

10.   Fidelity  Bond  Coverage and Error's & Omissions Coverage is in full force
      and effect.

11.   A Form 1099  was  flied with the Internal Revenue Service for all interest
      paid to mortgagors over $10.00 on their escrow/impound  accounts (IRS Code
      6049).

12.   A Form 1099-A was filed with the Internal Revenue  Service for all Norwest
      Bank Minnesota,  N.A.  property foreclosure  acquisitions and abandonments
      (IRS Code 60500).

13.   A Form 1099-C  was filed with the Internal Revenue Service for all Norwest
      Bank  Minnesota,  N.A.  accounts  that had forgiveness of debt.

14.   A Form 1098 was filed with the  Internal Revenue  Service  for all Norwest
      Bank Minnesota, N.A. accounts for interest paid by the borrowers in excess
      of $600.00.

15.   All requirements of Regulation Z have been met.

16.   We are in compliance with the National Flood Insurance Act of 1994.

17.   All property inspections have been completed as required.

18.   Interest is paid on escrow/impound accounts in states that require it.

19.   We  have established   policies,   procedures  and   responsibilities  for
      comprehensive  contingency   planning  to  minimize   financial  loss  and
      disruption  of service to the  institution  and its  customers  and ensure
      timely resumptions in the event of a disaster.

20.   We acknowledge that the  institution's  contingency  plan is reviewed  and
      approved annually by management.

By:/s/Patricia A. Maynard                                          3/23/98
Patricia A. Maynard, Vice President                                Date




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




March 5, 1998

Norwest Bank
Attention Stacy Wainwright
11000 Broken Land Parkway
Columbia MD 21044

Re: 1997 Annual Certification

We hereby  certify to the best of our knowledge and belief that for the calendar
year of 1997:

     1. All real estate taxes,  bonds  assessments and other lienable items have
        been paid.

     2. All FHA mortgage insurance,  private mortgage insurance premiums, and
        flood insurance have been paid (if applicable).

     3. Hazard insurance  policies held by us meet the requirements as specified
        in the servicing agreement,  or those of a normal prudent lender if not
        specified, and those premiums due have been paid.

     4. We have made all property inspections as required.

     5. Fidelity bond and Errors and Omissions insurance coverage currently
        exists.

     6. That the Officer signing this certificate  has  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
        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.

Sincerely,
/s/John B. Brown
John B. Brown
Vice President
Norwest Mortgage Inc.

NMFL #0820H 9/96






SunTrust Mortgage, Inc.
Post Office Box 105621
Atlanta, GA 30348
Tel 1-800-634-7928

SUNTRUST

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

RE: Officer's Certificate

Dear Master Servicer:

The undersigned Officer certifies the following for the 1997 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 6050H,  605OJ and 6050P of the Internal  Revenue Code,
     respectively, have been prepared and filed.


Certified By:
/s/Roy Briggs, III
Officer Roy Briggs, III

Vice President
Title

April 3, 1998
Date





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