NORWEST INTEGRATED STRUCT ASSETS INC PASS THRU SER 1998-1 TR
10-K/A, 1999-12-22
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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.:   333-17801-01

              Norwest Integrated Structured Assets, Inc.
                   Mortgage Pass-Through Certificates
                      Series  1998-1        Trust
        (Exact name of registrant as specified in its charter)



New York                          52-2107125
(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 Integrated  Structured Assets, Inc. Mortgage  Pass-Through  Certificates
Series 1998-1 Trust  established  pursuant to a Pooling and Servicing  Agreement
among  NORWEST  INTEGRATED  STRUCTURED  ASSETS,  INC.  (Seller) and NORWEST BANK
MINNESOTA,  NATIONAL ASSOCIATION (Master Servicer) and FIRST UNION NATIONAL BANK
(Trustee)  pursuant  to which the Norwest  Integrated  Structured  Assets,  Inc.
Mortgage  Pass-Through  Certificates  Series 1998-1 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)   CITICORP MTG INC <F1>
                     b)   FT MTG COMPANIES <F1>
                     c)   HOMESIDE LENDING INC (FL) <F1>
                     d)   NORWEST MTG INC <F1>
                     e)   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)   CITICORP MTG INC <F1>
                     b)   FT MTG COMPANIES <F1>
                     c)   HOMESIDE LENDING INC (FL) <F1>
                     d)   NORWEST MTG INC <F1>
                     e)   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)   CITICORP MTG INC <F1>
                     b)   FT MTG COMPANIES <F1>
                     c)   HOMESIDE LENDING INC (FL) <F1>
                     d)   NORWEST MTG INC <F1>
                     e)   SUN TRUST MTG INC <F1>

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

            (b)  On  October 7, 1998, November 10, 1998, and
                 December 4, 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.

<F1>  Filed herewith.

<F2>  Previously filed.



                           SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized:

Norwest Integrated Structured Assets, Inc.
Mortgage Pass-Through Certificates
Series  1998-1 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


Exhibits
Exhibit No.

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

                     a)   CITICORP MTG INC <F1>
                     b)   FT MTG COMPANIES <F1>
                     c)   HOMESIDE LENDING INC (FL) <F1>
                     d)   NORWEST MTG INC <F1>
                     e)   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)   CITICORP MTG INC <F1>
                     b)   FT MTG COMPANIES <F1>
                     c)   HOMESIDE LENDING INC (FL) <F1>
                     d)   NORWEST MTG INC <F1>
                     e)   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)   CITICORP MTG INC <F1>
                     b)   FT MTG COMPANIES <F1>
                     c)   HOMESIDE LENDING INC (FL) <F1>
                     d)   NORWEST MTG INC <F1>
                     e)   SUN TRUST MTG INC <F1>

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

<F1>  Filed herewith.

<F2>  Previously filed.





(LOGO)
KPMG
10 South Broadway Suite 900
St Louis, MO 63102-1761

Telephone 314 444 1400
Fax 314 444 1470

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 Citigroup) and  subsidiaries'  (the Company)
compliance  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  year  ended  December  31,  1998  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  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  Citicorp  Mortgage,  Inc.  and
subsidiaries  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 LLP

March 2, 1999




                               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)
KPMG Peat Marwick LLP

Suite 2700, Independent Square
One Independent Drive
RO. Box 190
Jacksonville, FL 32201-0190

                          Independent Auditors' Report

The Board of Directors
HomeSide Lending, Inc.:

We have  examined  management's  assertion  about  HomeSide  Lending,  Inc.  and
subsidiaries'  (the Company's)  compliance with the minimum servicing  standards
set forth in the  Mortgage  Bankers  Association  of  America's  Uniform  Single
Attestation  Program for  Mortgage-Bankers  and that the Company had in effect a
fidelity bond and errors and  omissions  policy in the amount of $76 million and
$20 million,  respectively,  as  of September  30, 1998  and for the period from
February  11, 1998 through  September  30,  1998,  included in the  accompanying
management  assertion  letter.  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  that our  examination
provides a reasonable basis for our opinion.  Our examination does not provide a
legal  determination  on the  Company's  compliance  with the minimum  servicing
standards.

In  our  opinion,   management's  assertion  that  HomeSide  Lending,  Inc.  and
subsidiaries  have  complied in all material  respects  with the  aforementioned
minimum  servicing  standards and that the Company had in effect a fidelity bond
and errors and  omissions  policy in the amount of $76 million and $20  million,
respectively, as of September 30, 1998 and for the period from February 11, 1998
through September 30, 1998 is fairly stated, in all material respects.

KPMG Peat Marwick LLP

December 11, 1998

(logo)




(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




(LOGO)

Citicorp Mortgage. Inc.

12855 N. Outer Forty Drive
MS 822
St. Louis, MO 63141


As of and for the year ended  December 31,  1998,  Citicorp  Mortgage,  Inc. (an
indirect wholly owned  subsidiary of Citigroup) 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
$375 million.

Very truly yours,

CITICORP MORTGAGE, INC.

By:
Keith McDonald, Director
Portfolio Management

By:
Jim B. Levites, Managing Director
(Default Management)

By:
David B. Lowman. President/Chief Operating Officer

By:
Carl Levinson, Chairman Chief Executive Officer

March 2, 1999






(logo)
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.





(logo)
HOMESIDE LENDING, INC


As of September  30, 1998 and for the period from February 11, 1998 to September
30, 1998, HomeSide Lending,  Inc. has complied in all material respects with the
minimum  servicing  standards set forth in the Mortgage  Bankers  Association of
America's Uniform Single Attestation Program for Mortgage Bankers. As of and for
this same  period,  HomeSide  Lending,  Inc.  had in effect a fidelity  bond and
errors  and  omissions  policy in the  amount of $76  million  and $20  million,
respectively.

William Glasgow, Jr.
Executive Vice President


December 11, 1998
Date

Post Office Box 44090, Jacksonville, FL 32231-4090  904-281.3000








(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





Citicorp Mortgage, Inc.

A subsidiary of Citicorp

Mail Station 313
P.O. Box 790013
St. Louis, Missouri
63179-0013

(LOGO)
March 31, 1999
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:
     Patsy M. Barker, Vice President

By:
     Timothy Klingert, Assistant Vice President




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)




(LOGO) HOMESIDE LENDING, INC.

October 16, 1998

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

Officer's Certificate
Fiscal Year Ending 9/30/98

Dear Ms. Wiggins:

As an officer of HomeSide Lending, Inc. (HomeSide),  I certify to the best of my
knowledge to the following for the 1998 fiscal year:

1.   I have reviewed the activities and performance of the servicing activities
     of HomeSide during the preceding  fiscal year under the terms of the
     Servicing Agreement, Trust  Agreement, Pooling  and  Servicing  Agreement
     and/or Seller/Servicer Guide and to the best of my knowledge, HomeSide  has
     fulfilled all of its duties,  responsibilities  or obligations  under these
     agreements  throughout such year, or if there has been a default or failure
     of HomeSide to perform any of such duties, responsibilities or obligations,
     a description  of each default or failure and the nature and status thereof
     has been reported to Norwest Bank Minnesota, N.A.;

2.   I have  confirmed  that  HomeSide is  currently  an approved  FNMA or FHLMC
     servicer in good standing;

3.   I have confirmed that the fidelity bond, the errors and omissions insurance
     policy  and any other  bonds  required  under  the  terms of the  Servicing
     Agreement,   Trust  Agreement,   Pooling  and  Servicing  Agreement  and/or
     Seller/Servicer Guide are in full force and effect;

4.   All premiums for each hazard insurance  policy,  flood insurance policy (if
     applicable) and primary mortgage  insurance  policy (if  applicable),  with
     respect  to each  mortgaged  property,  have  been  paid  and that all such
     insurance  policies are in full force and effect;

5.   All real estate  taxes,  governmental  assessments  and any other  expenses
     accrued and due, that if not paid could result in a lien or  encumbrance on
     any mortgaged property, have been paid as and when due.

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

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


Sincerely,

Terry Salazar
Vice President

lp


Post Office Box 44090, Jacksonville, FL 32231-4090 * 904-281-3000



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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