NORWEST ASSET SEC CORP MORT PASS THR CERT SER 1997-20 TRUST
10-K/A, 2000-02-16
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.:  333-21263-20



                         Norwest Asset Securities Corporation,
                Mortgage Pass-Through Certificates, Series 1997-20 Trust
                 (Exact name of registrant as specified in its charter)

New York                                            52-2069972
(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 30, 1998,  on behalf of
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates, Series
1997-20  Trust (the  "Trust"),  established  pursuant to a Pooling and Servicing
Agreement among Norwest Asset Securities Corporation, as Seller, Norwest
Bank Minnesota,  National Association, as Master Servicer, United States Trust
Company  of New York,  as  Trustee,  and First  Union  National  Bank,  as Trust
Administrator,  pursuant  to which the  Norwest  Asset  Securities  Corporation,
Mortgage  Pass-Through   Certificates,   Series  1997-20  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)  Columbia National, Inc., as Servicer<F1>
               (b)  Temple Inland Financial Services, Inc., as Subservicer<F1>
               (c)  First Union Mtg. Corp., as Servicer<F1>
               (d)  FT Mortgage Companies, as Servicer<F1>
               (e)  Great Financial Mortgage, as Servicer <F1>
               (f)  Norwest Mortgage, Inc., as servicer <F1>
               (g)  Sun Trust Mortgage, Inc., as servicer <F1>
               (h)  The Huntington Mortgage Co., as servicer <F1>

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

               (a)  Columbia National, Inc., as Servicer<F1>
               (b)  Temple Inland Financial Services, Inc., as Subservicer<F1>
               (c)  First Union Mtg. Corp., as Servicer<F1>
               (d)  FT Mortgage Companies, as Servicer<F1>
               (e)  Great Financial Mortgage, as Servicer <F1>
               (f)  Norwest Mortgage, Inc., as servicer <F1>
               (g)  Sun Trust Mortgage, Inc., as servicer <F1>
               (h)  The Huntington Mortgage Co., as servicer <F1>

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

               (a)  Columbia National, Inc., as Servicer<F1>
               (b)  Temple Inland Financial Services, Inc., as Subservicer<F1>
               (c)  First Union Mtg. Corp., as Servicer<F1>
               (d)  FT Mortgage, as Servicer<F1>
               (e)  Great Financial Mortgage, as Servicer <F2>
               (f)  Norwest Mortgage, as servicer <F1>
               (g)  Sun Trust Mortgage Inc., as servicer <F1>
               (h)  The Huntington Mortgage Co., as servicer <F1>

          99.4  Aggregate Statement of Principal and Interest
                Distributions to Certificate Holders.<F3>

(b)  No 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> Not provided to the reporting person.

<F3> 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 1997-20 Trust


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

By:        Sherri J. Sharps
Title:     Vice President
Dated:     2/15/2000



EXHIBIT INDEX

Exhibit No.

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

               (a)  Columbia National, Inc., as Servicer<F1>
               (b)  Temple Inland Financial Services, Inc., as Subservicer<F1>
               (c)  First Union Mtg. Corp., as Servicer<F1>
               (d)  FT Mortgage Companies, as Servicer<F1>
               (e)  Great Financial Mortgage, as Servicer<F1>
               (f)  Norwest Mortgage, Inc., as servicer <F1>
               (g)  Sun Trust Mortgage Inc., as servicer <F1>
               (h)  The Huntington Mortgage Co., as servicer <F1>

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

               (a)  Columbia National, Inc., as Servicer<F1>
               (b)  Temple Inland Financial Services, Inc., as Subservicer<F1>
               (c)  First Union Mtg. Corp., as Servicer<F1>
               (d)  FT Mortgage Companies, as Servicer<F1>
               (e)  Great Financial Mortgage, as Servicer<F1>
               (f)  Norwest Mortgage, as servicer <F1>
               (g)  Sun Trust Mortgage Inc., as servicer <F1>
               (h)  The Huntington Mortgage Co., as servicer <F1>

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

               (a)  Columbia National, Inc., as Servicer<F1>
               (b)  Temple Inland Financial Services, Inc., as Subservicer<F1>
               (c)  First Union Mtg. Corp., as Servicer<F1>
               (d)  FT Mortgage, as Servicer<F1>
               (e)  Great Financial Mortgage, as Servicer<F2>
               (f)  Norwest Mortgage, as servicer <F1>
               (g)  Sun Trust Mortgage Inc., as servicer <F1>
               (h)  The Huntington Mortgage Co., as servicer <F1>

99.4 Aggregate Statement of Principal and Interest  Distributions to
     Certificate Holders<F3>


<F1> Filed herewith.

<F2> Not provided to the reporting person.

<F3> Previously filed.




                                   ARTHUR ANDERSEN LLP

                             Independent Accountant's Report

To the Board of Directors of
Columbia National, Inc.:

We  have  examined  management's  assertion  about  Columbia  National,   Inc.'s
compliance  with the minimum  servicing  standards  identified  in the  Mortgage
Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE
BANKERS  (USAP) and that Columbia  National,  Inc. had in effect a fidelity bond
policy  and an errors and  omissions  policy in the  amount of  $10,000,000  and
$9,500,000,  respectively,  as of and for the  year  ended  December  31,  1997,
included in the accompanying  management's assertion. Management is responsible
for Columbia National,  Inc.'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 Columbia National,  Inc.'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 Columbia  National,  Inc.'s  compliance with the minimum
servicing standards.

In our opinion,  management's  assertion that Columbia  National,  Inc. complied
with the aforementioned  minimum servicing standards and that Columbia National,
Inc. had in effect a fidelity bond policy and an errors and omissions  policy in
the amount of $10,000,000 and $9,500,000,  respectively,  as of and for the year
ended December 31, 1997 is fairly stated, in all material respects.

Washington, D.C.,                              /s/ Arthur Andersen LLP
February 18, 1998


(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.



LOGO KPMG PEAT MARWICK LLP



Suite 2800
Two First Union Center
Charlotte. NC 28282-8290


                         INDEPENDENT ACCOUNTANT'S REPORT

The Board of Directors
First Union Mortgage Corporation:

We have examined management's assertion about First Union Mortgage Corporation's
(a  wholly-owned  subsidiary  of First Union  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  3l,  1997  included  in the  accompanying
management  assertion.  Management  is  responsible  for  First  Union  Mortgage
Corporation's   compliance   with  those  minimum   servicing   standards.   Our
responsibility  is to express an opinion on  management's  assertion about First
Union Mortgage Corporation'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 First Union Mortgage  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  First  Union  Mortgage  Corporation's
compliance with the minimum servicing standards.

In our opinion,  management's  assertion that First Union  Mortgage  Corporation
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
March 13, I998



LOGO MEMEBERS FIRM OF KPMB INTERNATIONAL

                             ARTHUR ANDERSEN LLP


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholder of FT Mortgage Companies:

We have  examined  management's  assertion  about FT  Mortgage  Companies'  (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) and that the  Company  had in effect a fidelity  bond
policy in the amount of  $70,000,000  and an errors and omissions  policy in the
amount of $25,000,000  as of and for the year ended December 31, 1997,  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  about  the  Company'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, except for the matters disclosed therein, management's assertion
that the Company complied with the  aforementioned  minimum servicing  standards
and that the  Company  had in effect a  fidelity  bond  policy in the  amount of
$70,000,000  and an errors and omissions  policy in the amount of $25,000,000 as
of and for the year ended December 31, 1997, is fairly  stated,  in all material
respects.


                                                       /s/Arthur Andersen LLP
Memphis, Tennessee,
February 20, 1998.


DELOITTE & TOUCHE LLP
(LOGO)

Suite 21O0
220 West Main Street
Louisville, Kentucky 40202-5313
Telephone: (502) 562-2000 Facsimile: (502) 562-2073



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, 1997 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, 1997 is fairly stated, in all material respects.


/s/ Deloitte & Touche LLP
February 5, 1998

6588

DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL




(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)    ERNST & YOUNG LLP
          One Columbus
          10 West Broad Street                    Phone: 614 224 5678
          Columbus, Ohio 43215-3400               Fax:   614 222 3939





                          Independent Auditors' Report

Board of Directors
The Huntington Mortgage Company

We have examined  management's  assertion,  included in the accompanying  report
titled REPORT OF MANAGEMENT,  that The  Huntington  Mortgage  Company  (HMC), a
wholly-owned  subsidiary  of The  Huntington  National  Bank,  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
year ended  December 31, 1997.  Management is responsible  for HMC's  compliance
with  those  requirements.  Our  responsibility  is to  express  an  opinion  on
management's assertion about HMC's compliance based on our examination.

Our examination  was conducted in accordance  with standards  established by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on  a  test  basis,  evidence  about  HMC'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 HMC's
compliance with specified requirements.

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

                                                      /s/Ernst & Young LLP


March 12, 1998


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

COLUMBIA
NATIONAL
INCORPORATED


LOGO
REPORT BY MANAGEMENT
MBA USAP REPORT


As of and for the year ended  December 31, 1997,  Columbia  National,  Inc., 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 PROGRAM FOR MORTGAGE BANKERS. This includes
but is not limited to the  maintenance of custodial bank accounts,  accurate and
timely  processing of mortgage  payments and  disbursements,  reconciliation  to
investor  accounting  and  reporting,  management of mortgage  loan records and
monitoring of delinquencies.

As of and for this same period,  the Company,  had in effect a fidelity bond and
errors and omissions policy in the amount of $ l0,000,000.00  and $ 9,500,000.00
respectively.


/s/ X
Chairman

/s/ Mark C. Krebs
Vice President / Treasurer

Columbia, Maryland
March 20, 1998

7142 COLUMBIA GATEWAY DRIVE
P.O. Box 3050
COLUMBIA, MD 21045-6050
410/872-2000



                                     (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



Charlotte, North Carolina 28288
(704) 374-6787

LOGO FIRST UNION





                        MANAGEMENT'S ASSERTION REGARDING

                   COMPLIANCE WITH MINIMUM SERVICING STANDARDS

As of and for the year ended December 3l, 1997, First Union Mortgage Corporation
has complied in all material respects with the minimum  servicing  standards set
forth in the Mortgage Bankers Association of America's UNFORM SINGLE ATTESTATION
PROGRAM  FOR  MORTGAGE  BANKERS.  As of and for this same  period,  First  Union
Mortgage  Corporation  had if effect a fidelity  bond and  errors and  omissions
policies in the amounts of $100 million and $20 million, respectively.

/s/ Karin Patrick
/Karin Patrick, Senior Vice President                          March 13, 1998
                                                               Date

/s/ James Maynor
James Maynor, President                                        March 13,1998
                                                               Date

(LOGO)FT MORTGAGE COMPANIES
2974 LBJ FREEWAY  ATLANTIC COAST MORTGAGE  MNC MORTGAGE
DALLAS, TX 75234  CARL I. BROWN MORTGAGE   HOMEBANC MORTGAGE
972 484-5600

FIRST TENNESSEE MORTGAGE
SUNBELT NATIONAL MORTGAGE


Arthur Andersen LLP
Suite 1100
100 Peabody Place
Memphis, Tennessee 38103

Dear Sirs:

As of and for the year ended  December 31, 1997,  FT Mortgage  Companies and its
wholly-owned  subsidiary First Tennessee Mortgage Services, Inc. (the "Company")
has  complied in all  material  respects,  except for the matters  disclosed  in
Exhibit  I, with the  minimum  servicing  standards  set  forth in the  Mortgage
Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE
BANKERS. As of and for this same period,  the Company had in effect a fidelity
bond policy in the amount of $70,000,000  and an errors and omissions  policy in
the amount of $25,000,000.


                                                       /s/Gary B. Klinger
                                                       Gary B. Klinger
                                                       Chief Financial Officer

                                                          February 20, 1998



                                                                      EXHIBIT I

MATTER #1:

The Company is required to maintain a loan  servicing file for each of the loans
it services.  During an inventory  of files in prior  years,  the Company  noted
several missing files. The situation reported in the prior year still exists.

MANAGEMENT CORRECTIVE ACTION

The  Company  maintains   collateral   documentation  files  with  the  document
custodians. Internal loan servicing files will be recreated as necessary.

MATTER #2:

The Company is required to analyze  escrow  balances  for all loans on an annual
basis.  Testing  in prior  years  revealed  a group of loans on which an  escrow
analysis  had not been  performed  in the  preceding  12 months.  The  situation
reported in the prior year still exists.

MANAGEMENT CORRECTIVE ACTION

Management  was made aware of the issue in the prior year and  performed  escrow
analyses on a large  number of the loans identified  and is  currently  working
through the remainder of the loans

(LOGO) GREAT FINANCIAL BANK

One Financial Square
Louisville, KY 40202-3322

502-562-6000




January30, 1998

MANAGEMENT'S ASSERTION REPORT ON COMPLIANCE WITH MINIMUM SERVICING STANDARDS

To the Stockholder:

As of and for the year ended December 31, 1997,  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 period,  Great Financial
Bank,  FSB had in effect a fidelity bond and errors and omissions  policy in the
amount of $9,000,000 and $20,000,000, respectively.



By:   /s/William L.Boue'
      William L. Boue'
Title: First Vice President - Loan Administration

By:   /s/Paul M. Baker
      Paul M. Baker
Title: Chairman and Chief Executive Officer



6501



(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

The Huntington Mortgage Company                      (LOGO)
7575 Huntington Park Drive                            HUNTINGTON MORTGAGE
Columbus, Ohio 43235                                 COMPANY


                              Report of Management

We, as members of management of The Huntington Mortgage Company (HMC), a
wholly-owned  subsidiary of The Huntington National Bank, are responsible for
complying with the minimum servicing standards 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 the minimum servicing standards as set
forth in the USAP as of December 31, 1997 and for the year then ended. Based on
this evaluation, we assert that during the year ended December 31, 1997, HMC
complied with the minimum servicing standards set forth in the USAP.

As of and for this same period, HMC had in effect a fidelity bond in the amount
of $40,000,000 and an errors and omissions policy in the amount of $8,000,000.


/s/R. Frederick Taylor
R. Frederick Taylor, President


/s/Irving A. Adler
Irving A. Adler, Senior Vice President


A subsidiary of The Huntington National Bank


COLUMBIA NATIONAL
LOGO
Norwest Bank Minnesota, N.A.
11000 Broken Lank 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 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 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
Mortgages  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 and  Foreclosure  and  Abandonment  of Mortgage  Property
required  per section  6050H,  6050J,  and 6050P of the Internal  Revenue  Code,
respectively, have been prepared and filed.
Certified by:
X
Officer

Sr. Vice President
Title
9/11/98
Date

7142 COLUMBIA GATEWAY DRIVE
P.O. BOX 3050
COLUMBIA, MD 21045-6050
410/872-2000


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




First Union Mortgage Corporation
Operational and Regulatory Risk Division
Post Office Box 900001
Raleigh, North Carolina 27675-9000

(LOGO)

1100 Corporate Center Drive
Raleigh, North Carolina 27607-5066
919 881-6000

Norwest Bank Minnesota, N.A.
Investor Numbers A04, 596, Nll, N32, M02, N13, P52, 021,181,460, N07, A07, N56

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,  6050J and 6050P of the  Internal  Revenue  Code,
respectively, have been prepared and filed.

Certified by:


Joseph F. DeDominicis
October 26, 1998



                    ANNUAL SERVICING CERTIFICATION

In connection  with the loans  serviced by FT MORTGAGE COMPANIES   during fiscal
year ended DECEMBER 31, 1997 we confirm the following:

         1)  All real estate taxes, special assessments and any charges that may
become a  lien  upon the  property and which come due in the last calendar  year
have  been paid.  This also  includes the  verification  with taxing authorities
for non-escrowed mortgages.

         2)  All FHA insurance premiums or private mortgage insurance  premiums,
if applicable, have been paid and are in full force and effect.

         3)  All  properties  are  adequately   insured  and  your  interest  as
Mortgagee,  is properly provided for in the mortgage clause.  This includes both
flood and hazard insurance.

         4)  For those  loans  being  escrowed  for the  payment  of  taxes  and
insurance, sufficient amounts are being collected monthly to provide for payment
of future items.

         5)  All property  inspections  have  been  completed  according  to the
provisions of our servicing agreement, if applicable.

         6)  All other provisions of the servicing agreement have been adhered

         7)   Any  exceptions to this certification  are listed on an attachment
along  with any  explanation  concerning  their  completion.  If there  are none
listed, it should be considered that there are no exceptions.


By:/s/Linda Chandler
(Name)

Vice President
(Title)

March 31, 1998
(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

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

                                                            (LOGO)
                                                             HUNTINGTON MORTGAGE
                                                             COMPANY

                                             The Huntington Mortgage Company
                                             7575 Huntington Park Drive
                                             Columbus, Ohio 43235

March 26, 1998

SASCOR
Attn: Master Servicing Dept
7435 New Technology Way
Frederick, MD 21701

Re: 1997 Annual Reporting

Dear Investor:

In accordance with the servicing agreement between The Huntington Mortgage
Company (HMC) and your firm, this letter will serve as our annual certification
relative to the  portfolio  of  mortgage  loans  administered  on your  behalf.
Enclosed, please find The Huntington BancShares Incorporated and HMC Annual
Reports for 1997.

This letter will also certify that all real estate taxes and insurance premiums
have been paid in  connection  with the mortgage loan  portfolio.  Additionally,
please find Fidelity Bond certificates as well as Errors Omissions declarations
to further protect your interest.

The employees of The Huntington are pleased to be of service to you and we look
forward to continuing the valued business  relationship that we have established
with your  organization.  Should you have any questions regarding the enclosed
statements, please contact me directly at (614)480-6680.

Sincerely,
/s/Bradford C. Northcraft
Bradford C. Northcraft
Vice President
Investor Services Manager


     Take control of your money.


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