NORWEST ASSET SECURITIES CORP MORT PS THR CER SER 1997-09 TR
10-K/A, 1998-09-30
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1


(Mark One)

/ x /  Annual report pursuant to section 13 or 15(d) of the Securities 
       Exchange Act of 1934 for the fiscal year ended December 31, 1997

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

Commission File No.:  333-21263-09



                         Norwest Asset Securities Corporation,
                Mortgage Pass-Through Certificates, Series 1997-09 Trust
                 (Exact name of registrant as specified in its charter)

New York                                             52-2046369
(State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                   Identification No.)


c/o Norwest Bank Minnesota, N.A.
7485 New Horizon Way
Frederick, MD                                        21703
(Address of principal executive                     (Zip Code)
offices)

Registrant's telephone number, including area code (301) 696-7900



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 1997-09 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, as Trustee,
     pursuant  to which  the  Norwest  Asset  Securities  Corporation, Mortgage
     Pass-Through Certificates, Series 1997-09 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)  Citicorp Mortgage, Inc., as Servicer<F1>
               (b)  CountryWide Credit Industries, Inc., as Servicer<F1>
               (c)  National City Mortgage Company, as servicer <F1>
               (d)  Norwest Mortgage, Inc., as servicer <F1>
               (e)  Sun Trust 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)  Citicorp Mortgage, Inc., as Servicer<F1>
               (b)  CountryWide Credit Industries, Inc., as Servicer<F1>
               (c)  National City Mortgage Company, as servicer <F1>
               (d)  Norwest Mortgage, Inc., as servicer <F1>
               (e)  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)  Citicorp Mortgage, Inc., as Servicer<F1>
               (b)  CountryWide Credit Industries, Inc., as Servicer<F1>
               (c)  National City Mortgage Company, as servicer <F1>
               (d)  Norwest Mortgage, Inc., as servicer <F1>
               (e)  Sun Trust Mortgage Inc. , as servicer <F1>

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

     (b)  On October 24, 1997, a report on Form 8-K was filed in order to
          provide the Pooling and Servicing Agreement for the certificates.

          On October 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.

<F3>  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 the Original Form 10-K;  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:

                      Norwest Asset Securities Corporation, 
                       Mortgage Pass-Through Certificates,
                               Series 1997-09 Trust

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

By:        Sherri J. Sharps
Title:     Vice President
Dated:     August 31, 1998




EXHIBIT INDEX

Exhibit No.

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


               (a)  Citicorp Mortgage, Inc., as Servicer<F1>
               (b)  CountryWide Credit Industries, Inc., as Servicer<F1>
               (c)  National City Mortgage Company, as servicer <F1>
               (d)  Norwest Mortgage, Inc., as servicer <F1>
               (e)  Sun Trust 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)  Citicorp Mortgage, Inc., as Servicer<F1>
               (b)  CountryWide Credit Industries, Inc., as Servicer<F1>
               (c)  National City Mortgage Company, as servicer <F1>
               (d)  Norwest Mortgage, Inc., as servicer <F1>
               (e)  Sun Trust Mortgage Inc. , as servicer <F1>

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

               (a)  Citicorp Mortgage, Inc., as Servicer<F1>
               (b)  CountryWide Credit Industries, Inc., as Servicer<F1>
               (c)  National City Mortgage Company, as servicer <F1>
               (d)  Norwest Mortgage, Inc., as servicer <F1>
               (e)  Sun Trust Mortgage Inc. , as servicer <F1>

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

<F1>  Filed herewith.

<F2> Previously filed.

<F3> 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 the Original Form 10-K;  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.



(LOGO)
10 South Broadway                   Telephone 314 444 1400    Fax 314 444 1470
Suite 900
St. Louis, MO 63102-1761






                         INDEPENDENT ACCOUNTANTS' REPORT

The Board of Directors
Citicorp Mortgage, Inc.:

We have  examined  management's  assertion  about  Citicorp  Mortgage,  Inc. (an
indirect wholly owned  subsidiary of Citicorp) and  subsidiaries'  (the Company)
compliance  with the minimum  servicing  standards  identified  in the  Mortgage
Bankers   Association  of    America's  UNIFORM  SINGLE ATTESTATION  PROGRAM FOR
MORTGAGE  BANKERS 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.  Our responsibility
is  to  express  an  opinion  on  management's  assertion  about  the  Company's
compliance based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis,  evidence about the Company's  compliance  with the
minimum  servicing   standards  and  performing  such  other  procedures  as  we
considered necessary in the circumstances. We believe 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  Citicorp  Mortgage,  Inc.  and
subsidiaries complied 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

February 20, 1998

                                                                      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   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





CITICORP MORTGAGE, INC.                                        FINANCIAL CONTROL

12855 N. OUTER FORTY DRIVE
MS 822
ST. LOUIS, MO 63141


     As of and for the year ended December 31, 1997, Citicorp Mortgage, Inc. (an
     indirect  wholly  owned  subsidiary  of  Citicorp)  and  subsidiaries  (the
     Company) 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,  the Company had in effect  fidelity  bond and errors and omissions
     policies in the amount of $274 million.

Very truly yours,




CITICORP MORTGAGE, INC.


By:  /s/  David B. Lowman
              David B. Lowman, Managing Director-
              Mortgage Services

By  /s/  Jim B. Levites           3-4-98
            Jim B. Levites, Managing Director-
            Default Management

By  /s/  Richard G. Thornberry     3-9-98
             Richard G. Thornberry President/Chief Operating Officer

By /s/  Carl Levinson
           Carl L. Levinson, Chairman/Chief Executive Officer


February 20, 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




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




 
SunTrust 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



CITICORP MORTGAGE,     MAIL STATION 313
INC.                   P.O. BOX 790013
                       ST. LOUIS, MISSOURI 
A SUBSIDIARY OF        63179-0013
CITICORP

                                                                      (LOGO)

March 31, 1998
Investor #6121 and 6123

Attn: Christine A Tincher
Norwest Bank
11000 Broken Land Parkway
Columbia, MD 21044-3562

                              OFFICER'S CERTIFICATE

RE:      Annual Statement as to Compliance:
         Pursuant to SASCOR Servicing Guide

Dear Ms. Tincher:

The activities of Citicorp Mortgage,  Inc., performed under the above referenced
Servicing Guide during the preceding calendar year, have been conducted under my
supervision.  Based  upon a  review  of those  activities  and to the best of my
knowledge,  Citicorp  Mortgage,  Inc. has fulfilled all of its obligations under
this Servicing Guide.

Citicorp Mortgage, Inc.

By: /s/Patsy M. Barker
Patsy M. Baker, Vice President

By: /s/Timothy Klingert
Timothy Klingert, Investor Reporting Manager
     
                           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







                           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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