NORWEST ASSET SEC CORP MORT PASS THRU CERT SERI 1998-5 TRUST
10-K/A, 1999-12-20
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, 1998 or

/   / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934


      Commission File No.:   333-45021-01

                      Norwest Asset Securities Corporation
                       Mortgage Pass-Through Certificates
                               Series 1998-5 Trust
             (Exact name of registrant as specified in its charter)



New York                         52-2084370, 52-2084369
(State or other jurisdiction     (I.R.S. Employer
 of incorporation or              Identification  No.)
 organization)

c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland                            21044
(Address of principal executive offices)     (ZIP Code)


Registrant's telephone number, including area code:
     (410) 884-2000

Securities to be registered pursuant to Section 12(b)
of the Act:

     NONE

Securities to be 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 25, 1999,  on behalf of
Norwest Asset Securities  Corporation Mortgage Pass-Through  Certificates Series
1998-5 Trust  established  pursuant to a Pooling and Servicing  Agreement  among
NORWEST  ASSET  SECURITIES  CORPORATION  (Seller)  and NORWEST  BANK  MINNESOTA,
NATIONAL  ASSOCIATION  (Master  Servicer) and UNITED STATES TRUST COMPANY OF NEW
YORK (Trustee) and FIRST UNION NATIONAL BANK (Trust Administrator),  pursuant to
which  the  Norwest   Asset   Securities   Corporation   Mortgage   Pass-Through
Certificates  Series 1998-5 Trust  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, 1998.

                     a)   FIRST UNION MTG CORP <F1>
                     b)   FT MTG COMPANIES <F1>
                     c)   HUNTINGTON MTG CO <F1>
                     d)   NATIONAL CITY MTG CO <F1>
                     e)   NORWEST MTG INC <F1>
                     f)   SUN TRUST MTG INC <F1>

              (99.2) Report of Management as to Compliance with
                     Minimum Servicing Standards for the year
                     ended December 31, 1998.

                     a)   FIRST UNION MTG CORP <F1>
                     b)   FT MTG COMPANIES <F1>
                     c)   HUNTINGTON MTG CO <F1>
                     d)   NATIONAL CITY MTG CO <F1>
                     e)   NORWEST MTG INC <F1>
                     f)   SUN TRUST MTG INC <F1>

              (99.3) Annual Statements of Compliance under the
                     Pooling and Servicing Agreements for the
                     year ended December 31, 1998.

                     a)   FIRST UNION MTG CORP <F1>
                     b)   FT MTG COMPANIES <F1>
                     c)   HUNTINGTON MTG CO <F1>
                     d)   NATIONAL CITY MTG CO <F1>
                     e)   NORWEST MTG INC <F1>
                     f)   SUN TRUST MTG INC <F1>

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

            (b)  On  October 6, 1998, November 10, 1998, and
                 December 8, 1998, 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.
                           SIGNATURES

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  1998-5        Trust

Signed:   Norwest Bank Minnesota, N.A., as Master Servicer

By:   Sherri J. Sharps, Vice President
By:  /s/  Sherri J. Sharps, Vice President

Dated:  December 15, 1999

Exhibit Index

Exhibit No.

99.1 Annual  Independent  Accountants'  Servicing Reports  concerning  servicing
     activities for the year ended December 31, 1998.

                     a)   FIRST UNION MTG CORP <F1>
                     b)   FT MTG COMPANIES <F1>
                     c)   HUNTINGTON MTG CO <F1>
                     d)   NATIONAL CITY MTG CO <F1>
                     e)   NORWEST MTG INC <F1>
                     f)   SUN TRUST MTG INC <F1>

99.2 Report of Management as to Compliance with Minimum Servicing  Standards for
     the year ended December 31, 1998.

                     a)   FIRST UNION MTG CORP <F1>
                     b)   FT MTG COMPANIES <F1>
                     c)   HUNTINGTON MTG CO <F1>
                     d)   NATIONAL CITY MTG CO <F1>
                     e)   NORWEST MTG INC <F1>
                     f)   SUN TRUST MTG INC <F1>

99.3 Annual Statements of Compliance under the Pooling and Servicing  Agreements
     for the year ended December 31, 1998.

                     a)   FIRST UNION MTG CORP <F1>
                     b)   FT MTG COMPANIES <F1>
                     c)   HUNTINGTON MTG CO <F1>
                     d)   NATIONAL CITY MTG CO <F1>
                     e)   NORWEST MTG INC <F1>
                     f)   SUN TRUST MTG INC <F1>

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


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




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KPMG
Suite 2800
Two First Union Center
Charlotte, NC 28282-8290

Independent Accountants' 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 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, 1998 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 in all material  respects  with the  aforementioned  minimum  servicing
standards as of and for the year ended  December 31, 1998 is fairly  stated,  in
all material respects.

KPMG
March 26, 1999

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                               ARTHUR ANDERSEN LLP
(logo)


                    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 $50,000,000 as of and for the year ended December 31,1998, 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 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 $50,000,000 as
of and for the year ended December 31, 1998, is fairly  stated,  in all material
respects.

Arthur Andersen, LLP

Memphis, Tennessee, February 12, 1999.




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


Report of Independent Accountants

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  (USAP) during
the year ended December 31, 1998. 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, 1998 is fairly  stated,  in all
material respects.

ERNST& YOUNG LLP

March 10, 1999


20

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




(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, 1998. 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, 1998, is fairly
stated, in all material respects.

Ernst &Young LLP

January 29, 1999

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




(LOGO)
KPMG Peat Marwick LLP

2500 Ruan Center
RO. Box 772
Des Moines, IA 50303

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Norwest Mortgage, Inc.:

We  have  examined  management's  assertion  about  Norwest  Mortgage  Banking's
compliance  with the minimum  servicing  standards  identified  in the  Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP) as of and for the year ended  December 31, 1998,  included in the
accompanying  management  assertion.   Management  is  responsible  for  Norwest
Mortgage  Banking's  compliance  with those  minimum  servicing  standards.  Our
responsibility  is to express an opinion  on  management's  assertion  about the
entity's compliance based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining, on a test basis, evidence about Norwest Mortgage Banking's compliance
with the minimum servicing  standards and performing such other procedures as we
considered  necessary  in the  circumstances.  We believe  that our  examination
provides a reasonable basis for our opinion.  Our examination does not provide a
legal  determination on Norwest Mortgage  Banking's  compliance with the minimum
servicing standards.

In our opinion,  management's  assertion that Norwest  Mortgage Banking complied
with the aforementioned minimum servicing standards as of and for the year ended
December 31, 1998, is fairly stated, in al1 material respects.

KPMG Peat Marwick LLP

January 19, 1999




(LOGO)
ARTHUR ANDERSEN LLP

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To 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, 1998,  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  of 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, 1998 is
fairly stated in all material respects.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
February 3, 1999




First Union Mortgage Corporation
201 South College Street
Charlotte North Carolina 28288
704 374-6787

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MANAGEMENT'S ASSERTION

As of and for the year ended December 31, 1998, 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   Uniform  Single
Attestation Program for Mortgage Bankers.  First Union Mortgage  Corporation had
in effect a fidelity  bond  policy in the amount of $100  million for the period
from January I, 1998 to May 31, 1998 and a fidelity bond policy in the amount of
$200 million for the period from June 1, 1998 to December  31,  1998.  As of and
for the year ended December 31, 1998,  First Union Mortgage  Corporation  had in
effect an errors and omissions policy in the amount of $20 million.

Karin Patrick, Senior Vice President
March 26, 1999 Date


Debbie Craig, Senior Vice President
March 26, 1999 Date


Debbie Warren, President
March 26, 1999 Date





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FT Mortgage Companies
2974 LBJ FREEWAY DALLAS, TX 75234
ATLANTIC COAST MORTGAGE
CARL I. BROWN MORTGAGE
MNC MORTGAGE
HOMEBANC MORTGAGE
FIRST TENNESSEE MORTGAGE
SUNBELT NATIONAL MORTGAGE


972 484-5600

Arthur Andersen L.L.P.
100 Peabody Place, Suite 1100
Memphis, TN 38103-3625

Dear Sirs:

As of and for the year ended  December 31, 1998,  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 $50,000,000.

Gary B. Klinger
Chief Financial Officer
February 12, 1999

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.  For the existing  portfolio,  internal loan servicing files will be
recreated as necessary.  During 1998, the Company implemented imaging technology
which will substantially reduce loss of internal documents in the future.

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  controls  this process  through a weekly  review of loans  requiring
escrow analysis and feels the procedures provide proper control.  In some cases,
loans may be excluded from analysis for a period of time. For example,  analysis
is not conducted on loans 30 or more days delinquent.  Once cured, RESPA permits
60  additional  days for  completion of analysis.  In addition,  a "stop" can be
placed on a loan pending resolution or a customer research inquiry.





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

(logo)

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  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 HMC's compliance with the minimum servicing standards
as set forth in the USAP as of  December  3l, 1998 and for the year then  ended.
Based on this  evaluation,  we assert that  during the year ended  December  3l,
1998,  HMC  complied,  in all  material  respects,  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 $10,000,000.


Thomas J. Finnegan III
President and Chief Executive Officer

Irving A. Adler
Senior Vice President

March 10, 1999





(LOGO)

National City Mortgage Co.
3232 Newmark Drive
Miamisburg, Ohio 45342
Telephone (937) 436-3025

Mailing Address:
P.O. Box 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

As a member of management of National City Mortgage Co. (NCM),  I am 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). I am also responsible for establishing and maintaining effective
internal  control over  compliance  with these  standards.  I have  performed an
evaluation of NCM's compliance with the minimum servicing standards as set forth
in the USAP as of December  31, 1998 and for the year then ended.  Based on this
evaluation, I assert that during the year ended December 31, 1998, NCM complied,
in all material aspects,  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 $40
million.

T. Jackson Case Jr. Sr. Vice President

January 29, 1999

No one Cares More!





(LOGO)

Norwest Mortgage, Inc.
Home Campus
Des Moines, IA 50328
515/221- 7300

Management Assertion

As of, and for the year ended December 31, 1998,  Norwest  Mortgage  Banking has
complied in all material respects with the minimum servicing standards set forth
in the Mortgage  Bankers  Association of America's  Uniform  Single  Attestation
Program for Mortgage Bankers.  As of, and for the same period,  Norwest Mortgage
Banking had in effect a fidelity bond along with an errors and omissions  policy
in the amounts of $100 million and $20 million, respectively.

Mark C. Oman
Chairman and Chief Executive Officer
January 19, 1999
Date

Robert K. Chapman
Executive Vice President and Chief Financial Officer
January 19, 1999
Date

Mike Heid
Executive Vice President Loan Servicing
January 19, 1999
Date





SunTrust Mortgage, Inc.
Mail Code CC-502
P.O. Box 4333
Atlanta, GA 30302
Tel (770) 352-5610
Fax (770) 352-5832

Ralph B. Carrigan
President, Chief Operating Officer

SUNTRUST
(LOGO)

February 3, 1999

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

Dear Sirs:


As of and for the year ended  December 31,  1998,  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,

Ralph B. Carrigan President/COO

RBC/amg





First Union Mortgage Corporation
NC4755
Operational & Regulatory Risk Division
P. O. Box 900001
Raleigh, North Carolina 27675-9001
1100 Corporate Center Drive
Raleigh, North Carolina 27607-5066

(logo)

Norwest Bank Minnesota N.A.
Investor Numbers A07
First Union CRA Mortgage Loan Trust 1997-1

CERTIFICATION OF COMPLIANCE


The undersigned,  an officer of First Union Mortgage Corporation ("FUMC") hereby
certifies as follows:

A review of the  activities  of FUMC during the  preceding  year with respect to
performance under this Agreement has been made under such Officer's supervision;
and

(1)
To the best of such  Officer's  knowledge the  servicing  has been  conducted in
compliance  with the  Agreement(s)  except for  immaterial  exceptions  or other
exceptions set forth in such statement; and


(2)
To the  best of such  Officer's  knowledge  based  on such  review,  there is no
default  by  FUMC  in the  fulfillment  of any of  its  obligations  under  this
Agreement,  or if there is any such default  known to such  Officer,  specifying
each such default and the nature and status thereof.


In witness whereof the  undersigned has executed this  Certificate of Compliance
this 12th day of May, 1999.

FIRST UNION MORTGAGE CORPORATION

By:

Joseph F. DeDominicis
Vice President


EVENTS OF DEFAULT (if any)





ANNUAL SERVICING CERTIFICATION

In connection  with the loans  serviced by FT Mortgage  Companies  during fiscal
year December 31, 1998,  we confirm the  following to be materially  correct and
accurate to the best of our knowledge, information and belief:

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

3.  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. 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 to.

7. To the extent there exist any  exceptions to the foregoing that are deemed to
be material in nature,  such exception(s) will be recited in an Exhibit attached
hereto and  accompanied  by an explanation  thereof.  In the event no Exhibit is
attached hereto, it is to be presumed that no exceptions of a material nature to
the foregoing exist.

By:
(Signature)

Linda Williams
(Printed Name)

Vice President, Escrow Services
(Title)

March 31, 1999
(Date)






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

Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 12044-3562
Attention: Master Servicing

RE: Officer's Certificate

Dear Master Servicer:

The undersigned Officer certifies the following for the 1998 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:

Bradford C. Northcraft
Officer

Vice President
Title





(LOGO)

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

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 1998 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:

Officer

Vice President
Title
5/11/99
Date

No one Cares More !






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 1998 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:


Officer

Vice President
Title

4/2/99
Date




(LOGO) Norwest Banks

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 1998 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:

Officer

VICE PRESIDENT-MANAGER OF SUN TRUST MORTGAGE INC.

JULY 27, 1999
Date






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