NORWEST ASSET SEC CORP MORT PASS THR CERT SER 1998-21 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
                             Amendement 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.:   333-45021-21

               Norwest Asset Securities Corporation
                Mortgage Pass-Through Certificates
                  Series  1998-21       Trust
        (Exact name of registrant as specified in its charter)



New York                             52-2121767
(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
1998-21 Trust  established  pursuant to a Pooling and Servicing  Agreement among
NORWEST  ASSET  SECURITIES  CORPORATION  (Seller)  and NORWEST  BANK  MINNESOTA,
NATIONAL  ASSOCIATION (Master Servicer) and FIRST UNION NATIONAL BANK (Trustee),
pursuant to which the Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates  Series 1998-21 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)   BANCOKLAHOMA MTG <F1>
                     b)   COLUMBIA NATIONAL INC <F1>
                     c)   COUNTRYWIDE FUNDING <F1>
                     d)   FARMERS STATE BANK & TRUST CO <F1>
                     e)   FT MTG COMPANIES <F1>
                     f)   HOMESIDE LENDING INC (FL) <F1>
                     g)   HUNTINGTON MTG CO <F1>
                     h)   NATIONAL CITY MTG CO <F1>
                     i)   NORWEST MTG INC <F1>
                     j)   PEOPLES BANK <F1>
                     k)   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)   BANCOKLAHOMA MTG <F1>
                     b)   COLUMBIA NATIONAL INC <F1>
                     c)   COUNTRYWIDE FUNDING <F1>
                     d)   FARMERS STATE BANK & TRUST CO <F1>
                     e)   FT MTG COMPANIES <F1>
                     f)   HOMESIDE LENDING INC (FL) <F1>
                     g)   HUNTINGTON MTG CO <F1>
                     h)   NATIONAL CITY MTG CO <F1>
                     i)   NORWEST MTG INC <F1>
                     j)   PEOPLES BANK <F1>
                     k)   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)   BANCOKLAHOMA MTG <F1>
                     b)   COLUMBIA NATIONAL INC <F1>
                     c)   COUNTRYWIDE FUNDING <F1>
                     d)   FARMERS STATE BANK & TRUST CO <F1>
                     e)   FT MTG COMPANIES <F1>
                     f)   HOMESIDE LENDING INC (FL) <F1>
                     g)   HUNTINGTON MTG CO <F1>
                     h)   NATIONAL CITY MTG CO <F1>
                     i)   NORWEST MTG INC <F1>
                     j)   PEOPLES BANK <F1>
                     k)   SUN TRUST MTG INC <F1>

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

            (b)  On October 8, 1998, a report on Form 8-K was
                 filed in order to provide the Pooling and
                 Servicing Agreement for the Certificates.

                 On  October 6, 1998, November 9, 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.

            (c)  Not applicable.

            (d)  Omitted.

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



                           SIGNATURE

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

Norwest Asset Securities Corporation
Mortgage Pass-Through Certificates
Series  1998-21 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 17, 1999


Exhibits

Exhibit No.

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

                     a)   BANCOKLAHOMA MTG <F1>
                     b)   COLUMBIA NATIONAL INC <F1>
                     c)   COUNTRYWIDE FUNDING <F1>
                     d)   FARMERS STATE BANK & TRUST CO <F1>
                     e)   FT MTG COMPANIES <F1>
                     f)   HOMESIDE LENDING INC (FL) <F1>
                     g)   HUNTINGTON MTG CO <F1>
                     h)   NATIONAL CITY MTG CO <F1>
                     i)   NORWEST MTG INC <F1>
                     j)   PEOPLES BANK <F1>
                     k)   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)   BANCOKLAHOMA MTG <F1>
                     b)   COLUMBIA NATIONAL INC <F1>
                     c)   COUNTRYWIDE FUNDING <F1>
                     d)   FARMERS STATE BANK & TRUST CO <F1>
                     e)   FT MTG COMPANIES <F1>
                     f)   HOMESIDE LENDING INC (FL) <F1>
                     g)   HUNTINGTON MTG CO <F1>
                     h)   NATIONAL CITY MTG CO <F1>
                     i)   NORWEST MTG INC <F1>
                     j)   PEOPLES BANK <F1>
                     k)   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)   BANCOKLAHOMA MTG <F1>
                     b)   COLUMBIA NATIONAL INC <F1>
                     c)   COUNTRYWIDE FUNDING <F1>
                     d)   FARMERS STATE BANK & TRUST CO <F1>
                     e)   FT MTG COMPANIES <F1>
                     f)   HOMESIDE LENDING INC (FL) <F1>
                     g)   HUNTINGTON MTG CO <F1>
                     h)   NATIONAL CITY MTG CO <F1>
                     i)   NORWEST MTG INC <F1>
                     j)   PEOPLES BANK <F1>
                     k)   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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ERNST & YOUNG LLP

3900 One Williams Ctr. (74172)
P.O. Box 1529
Tulsa, Oklahoma 74101

Phone:   918 560 3600
Fax:     918 560 3691

                      Report of Independent Accountants on
     Management's Assertion on Compliance with Minimum Servicing Standards
            Set Forth in the Uniform Single Attestation Program for
                                Mortgage Bankers

The Board of Directors
BOK Financial Corporation and Subsidiaries
  (including Bank of Oklahoma, N.A.)

We have examined  management's  assertion,  included in the accompanying  report
titled Report of Management on Compliance with Minimum  Servicing  Standards Set
Forth in the Uniform Single Attestation Program for Mortgage Bankers,  that Bank
of  Oklahoma's  Mortgage  Banking  Division (the  "Division")  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 the
Division's compliance with those requirements.  Our responsibility is to express
an opinion on management's  assertion about the Division'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 Division'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
Division's compliance with specified requirements.

In our  opinion,  management's  assertion  that the Division  complied  with the
aforementioned  requirements  during the year ended  December 31, 1998 is fairly
stated, in all material respects.

ERNST & YOUNG LLP

March 23, 1999



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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 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,  for the period January  1,1998 through  December 30, 1998, and in
the amount of $11,000,000 and $11,000,000, respectively, as of December 31,1998,
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, for the period January
1,1998  through  December  30,  1998,  and  in the  amount  of  $11,000,000  and
$11,000,000,  respectively,  as of December  31, 1998 is fairly  stated,  in all
material respects.


Arthur Andersen LLP
Washington, D.C.. February 18,1999






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Accountants and Management Consultants

The US Member Firm of
Grant Thornton International

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

Board of Directors
Countrywide Credit Industries, Inc.

We have examined  management's  assertion about Countrywide  Credit  Industries,
Inc. and Subsidiaries (which includes its wholly-owned  subsidiary,  Countrywide
Home  Loans,  Inc.)  ("the  Company")  compliance  with  the  minimum  servicing
standards  identified in the Mortgage Bankers  Association of America's  Uniform
Single  Attestation  Program for Mortgage  Bankers (USAP) as of and for the year
ended  February  28, 1999  included in the  accompanying  management  assertion.
Management  is  responsible  for the  Company's  compliance  with those  minimum
servicing standards. Our responsibility is to express an opinion on management's
assertion about the entity's compliance based on our examination.

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

In our opinion,  management's assertion that Countrywide Credit Industries, Inc.
and  Subsidiaries  (which includes  wholly-owned  subsidiary,  Countrywide  Home
Loans, Inc.) complied with the aforementioned  minimum servicing standards as of
and for the year ended  February  28,  1999 is fairly  stated,  in all  material
respects.

Grant Thornton LLP

Los Angeles, California March 23, 1999

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




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KPMG Peat Marwick LLP

233 South 13th Street, Suite 1600
Lincoln, NE 68508-2041

Two Central Park Plaza
Suite 1501
Omaha, NE 68102

Independent Accountants' Report

The Board of Directors
Farmers State Bank & Trust Co. of Superior:

We have examined management's  assertion about Farmers State Bank & Trust Co. of
Superior's (the Bank) compliance with the minimum servicing  standards set forth
in  the  Mortgage  Bankers  Association  of  America's  (MBA's)  Uniform  Single
Attestation  Program for Mortgage Bankers (USAP),  except For minimum  servicing
standards V.4. and VI.1, which the MBA has interpreted as being  inapplicable to
the servicing of commercial and multi-Family loans, as of and for the year ended
December 31, 1998, included in the accompanying management assertion. Management
is responsible for the Bank'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 the  Bank'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  Bank's  compliance  with  the  minimum  servicing
standards.

In our  opinion,  management's  assertion  that  the Bank  has  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 Peat Marwick LLP

March 17, 1999






                               ARTHUR ANDERSEN LLP
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                    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.




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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

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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.




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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.




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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




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KPMG
Stamford Square
3001 Summer Street
Stamford, CT 06905

Telephone 203 356 9800
Fax 203 967 3503

Independent Accountants' Report

The Board of Directors People's Bank:

We have  examined  management's  assertion  about  compliance  by People's  Bank
("People's")  with the minimum  servicing  standards  identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers  as of and for  the  year  ended  December  31,  1998,  included  in the
accompanying  Management Report dated March 12, 1999.  Management is responsible
for  the  Bank's  compliance  with  those  minimum  servicing   standards.   Our
responsibility is to express an opinion on management's assertion about People'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 Bank'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 People's compliance with the minimum servicing standards.

In  our  opinion,  management's  assertion  that  the  Bank  complied  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 12, 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





BOk Mortgage

P.O. Box 35688
7060 South Yale
Tulsa, Oklahoma 74153

 Report of Management on Compliance with Minimum Servicing Standards Set Forth
             in the Uniform Single Attestation Program for Mortgage
                                    Bankers

We, as members of  management  of the Mortgage  Banking  Division of the Bank of
Oklahoma  (the  "Division"),  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 the
Division'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, we assert that during the year ended December 31, 1998, the Division
complied with the minimum servicing standards set forth in the USAP.

As of and for the same period,  the  Division had in effect a fidelity  bond and
errors and omissions policy in the amount of $30,000,000.

March 23, 1999

David L. Laughlin
President

James S. Marshall, Jr.
Senior Vice President & CFO




(LOGO) COLUMBIA NATIONAL
Incorporated


As of and for the year ended  December 31,  1998,  Columbia  National,  Inc. has
complied with the minimum servicing  standards set forth in the Mortgage Bankers
Association  of  America's.  Uniform  Single  Attestation  Program for  Mortgage
Bankers.  Columbia  National,  Inc. had in effect a fidelity  bond policy and an
error  and  omissions  policy  in the  amount  of  $10,000,000  and  $9,500,000,
respectively,  for the period January l, 1998 through  December 30, 1998, and in
the amount of $11,000,000 and $11,000,00, respectively, as of December 31, 1998.


Mark C. Krebs
Senior Vice President and Controller

February 18, 1999



7142 Columbia  Gateway Drive
Columbia, MD 21046-2132






(LOGO)

Countrywide
4500 Park Granada
Calabasas, California 91302
(818) 225-30O0

March 23, 1999

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

Gentlemen:

As of and for the year ended February 28, 1999,  Countrywide  Credit Industries,
Inc. and Subsidiaries (which includes its wholly-owned  subsidiary,  Countrywide
Home Loans, Inc.) ("the Company") has complied in all material respects with 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 a fidelity bond and errors and omissions
policy in the amount of $30,000,000.

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




(LOGO)
Farmers State Bank & Trust

Management Assertion

As of and for the year ended December 31, 1998, Farmers State Bank and Trust Co.
of Superior  (the Bank) 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, the Bank had in effect a fidelity bond in the amount of $2,275,000 and a
mortgagee errors and omissions policy in the amount of $500,000.

Edward J. Meekins
Vice President

Date: March 17, 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








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




(LOGO) people's bank

People's Bank
Bridgeport Center, 850 Main Street
Bridgeport, Connecticut 06604-4913

203.338.7171


April 26, 1999

KPMG LLP
Stamford Square
3001 Summer Street
Stamford, CT 06905

Ladies and Gentlemen:

We are  providing  you this  letter  in  connection  with  your  examination  of
management's  assertions about compliance by People's Bank ("People's") 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, to the extent that such standards were
applicable to the revolving home equity lines of credit serviced by People's for
(i) PNC Bank,  National  Association  and (ii) Crestar Bank.  We recognize  that
obtaining  representations  from us concerning the information  contained in our
assertions is a significant  procedure enabling you to express opinions thereon.
Accordingly,  we make the following representations,  which are true to the best
of our knowledge and belief in all material respects:

1. We are responsible for complying with the minimum servicing  standards in the
USAP to the extent that such  standards  apply to the  aforementioned  revolving
home equity lines of credit.

2. We are  responsible  for  establishing  and  maintaining  effective  internal
control over compliance with those minimum servicing standards.

3. We have  performed an  evaluation of People's  compliance  with those minimum
servicing standards.

4. As of and for the year ended December 31, 1998, People's has complied, in all
material respects, with those minimum servicing standards.

5. We have disclosed to you all known  compliance  with those minimum  servicing
standards.

6. We have made available to you all  documentation  related to compliance  with
those minimum servicing standards.

7. We have  disclosed any  communications  from  regulatory  agencies,  internal
auditors,  and other practitioners  concerning possible noncompliance with those
minimum servicing standards,  including  communications received between the end
of  the  period  addressed  in  management's  assertion  and  the  date  of  the
independent accountants' report.

8. We have  disclosed to you that  People's  status as an approved loan servicer
has not been  suspended by any  investor or  regulatory  agency  within the past
twelve months.

9. We have disclosed to you any known  noncompliance with the applicable minimum
servicing standards occurring subsequent to December 31, 1998.


Michael J. Cataldo
First Vice President, Operations


Joseph G. Cervini
Vice President, Loan Servicing





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




(LOGO)
BOk Mortgage

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

Asst. Vice President
Title

3/30/99
Date





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 6030P of the  Internal  Revenue  Code,
respectively, have been prepared and filed.

Certified By:

Officer

Title

Date

7142 COLUMBIA GATEWAY DRIVE
PO BOX 3050
COLUMBIA MD   21045-6050
410 872-2000





OFFICER'S CERTIFICATE

I, Jill  Ballentine,  hereby  certify that I am the First Vice  President,  Loan
Administration  of  Countrywide  Home  Loans,  Inc.,  fka,  Countrywide  Funding
Corporation,  and  further  certifies  the  following  for the fiscal year ended
February 28, 1999:

(A) That 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;

(B) That all accrued and due real estate taxes, governmental assessments and any
other  expenses,  that is not paid could result in a lien or encumberance on any
Mortgaged Property,  have been paid with respect to any Mortgaged Property,  the
reason for non-payment has been reported to your designed representative;

(C) 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, a description
of each default or failure and the nature and status  thereof has been  reported
to your designated representative;

(D) That this  Officer has  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.

Jill Ballentine     Date 5/20/99
Vice President
Loan Administration







(LOGO)



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

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 Agreement  throughout such
year, or if there has been a  default or failure of the  servicer to perform any
of such duties, responsibilities or obligation, 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,  Polling and Servicing Agreement and/or  Seller/Servicers 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 in any such costs or expenses have not
been paid with respect to any Mortgaged Property,  the reason for the nonpayment
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:

Edward J. Meekins
Vice President

March 30,1999

Mortgage Loan Department

P.O.  Box 268  Superior,  Nebraska  68978-0268  * Fax  432-879-4895  * Phone 402
877-4450



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




(logo)

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





Joseph G. Cervini
Vice President
Mortgage Service

(LOGO)

people's bank

People's Bank
Bridgeport Center, 850 Main Street
Bridgeport, Connecticut 0660-4913

203.338.7471 800.525 1006
Fax 203.338.3619

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

VP
Title

6/22/99
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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