NORWEST ASSET SEC CORP MORT PASS THR CERT SER 1998-29 TRUST
10-K/A, 1999-12-22
ASSET-BACKED SECURITIES
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                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549


                                   FORM 10-K/A
                                 Amendment No.1
(Mark One)

/ x / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
      THE SECURITIES EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 1998 or

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


      Commission File No.:   333-45021-31

               Norwest Asset Securities Corporation
                Mortgage Pass-Through Certificates
                  Series  1998-29       Trust
        (Exact name of registrant as specified in its charter)



New York                              52-2151947
(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
1998-29 Trust  established  pursuant to a Pooling and Servicing  Agreement among
NORWEST  ASSET  SECURITIES  CORPORATION  (Seller)  and NORWEST  BANK  MINNESOTA,
NATIONAL  ASSOCIATION  (Master  Servicer) and UNITED STATES TRUST COMPANY OF NEW
YORK (TRUSTEE) and FIRST UNION NATIONAL BANK (Trust Administrator),  pursuant to
which  the  Norwest   Asset   Securities   Corporation   Mortgage   Pass-Through
Certificates  Series 1998-29 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)   BANK UNITED <F1>
                     c)   CHARTER BANK FOR SAVINGS <F1>
                     d)   CITICORP MTG INC <F1>
                     e)   COUNTRYWIDE FUNDING <F1>
                     f)   FIRST UNION MTG CORP <F1>
                     g)   FT MTG COMPANIES <F1>
                     h)   GMAC MTG CORP <F1>
                     i)   HIBERNIA NATIONAL BANK <F1>
                     j)   HOMESIDE LENDING INC (FL) <F1>
                     k)   HUNTINGTON MTG CO <F1>
                     l)   MARINE MIDLAND BANK <F1>
                     m)   MERRILL LYNCH CREDIT CORP <F1>
                     n)   NATIONAL CITY MTG CO <F1>
                     o)   NORTH AMERICAN MTG <F1>
                     p)   NORWEST MTG INC <F1>
                     q)   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)   BANK UNITED <F1>
                     c)   CHARTER BANK FOR SAVINGS <F1>
                     d)   CITICORP MTG INC <F1>
                     e)   COUNTRYWIDE FUNDING <F1>
                     f)   FIRST UNION MTG CORP <F1>
                     g)   FT MTG COMPANIES <F1>
                     h)   GMAC MTG CORP <F1>
                     i)   HIBERNIA NATIONAL BANK <F2>
                     j)   HOMESIDE LENDING INC (FL) <F1>
                     k)   HUNTINGTON MTG CO <F1>
                     l)   MARINE MIDLAND BANK <F1>
                     m)   MERRILL LYNCH CREDIT CORP <F1>
                     n)   NATIONAL CITY MTG CO <F1>
                     o)   NORTH AMERICAN MTG <F1>
                     p)   NORWEST MTG INC <F1>
                     q)   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)   BANK UNITED <F1>
                     c)   CHARTER BANK FOR SAVINGS <F1>
                     d)   CITICORP MTG INC <F1>
                     e)   COUNTRYWIDE FUNDING <F1>
                     f)   FIRST UNION MTG CORP <F1>
                     g)   FT MTG COMPANIES <F1>
                     h)   GMAC MTG CORP <F1>
                     i)   HIBERNIA NATIONAL BANK <F1>
                     j)   HOMESIDE LENDING INC (FL) <F1>
                     k)   HUNTINGTON MTG CO <F1>
                     l)   MARINE MIDLAND BANK <F1>
                     m)   MERRILL LYNCH CREDIT CORP <F1>
                     n)   NATIONAL CITY MTG CO <F1>
                     o)   NORTH AMERICAN MTG <F1>
                     p)   NORWEST MTG INC <F1>
                     q)   SUN TRUST MTG INC <F1>

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

            (b)  No reports on Form 8-K have been filed during
                 the last quarter of the period covered by
                 this report.

            (c)  Not applicable.

            (d)  Omitted.

<F1>  Filed herewith.
<F2>  Such document (i) is not filed herewith since such document
      was not received by the reporting person at least three business
      days prior to the due date covered by this report:  and (ii) will
      be included in an amendment to this report on Form 10-K/A to be
      filed within 30 days of the Reporting Person's receipt of such
      document.
<F3>  Previously filed.


                           SIGNATURE

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

Norwest Asset Securities Corporation
Mortgage Pass-Through Certificates
Series  1998-29 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 22, 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)   BANK UNITED <F1>
                     c)   CHARTER BANK FOR SAVINGS <F1>
                     d)   CITICORP MTG INC <F1>
                     e)   COUNTRYWIDE FUNDING <F1>
                     f)   FIRST UNION MTG CORP <F1>
                     g)   FT MTG COMPANIES <F1>
                     h)   GMAC MTG CORP <F1>
                     i)   HIBERNIA NATIONAL BANK <F1>
                     j)   HOMESIDE LENDING INC (FL) <F1>
                     k)   HUNTINGTON MTG CO <F1>
                     l)   MARINE MIDLAND BANK <F1>
                     m)   MERRILL LYNCH CREDIT CORP <F1>
                     n)   NATIONAL CITY MTG CO <F1>
                     o)   NORTH AMERICAN MTG <F1>
                     p)   NORWEST MTG INC <F1>
                     q)   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)   BANK UNITED <F1>
                     c)   CHARTER BANK FOR SAVINGS <F1>
                     d)   CITICORP MTG INC <F1>
                     e)   COUNTRYWIDE FUNDING <F1>
                     f)   FIRST UNION MTG CORP <F1>
                     g)   FT MTG COMPANIES <F1>
                     h)   GMAC MTG CORP <F1>
                     i)   HIBERNIA NATIONAL BANK <F2>
                     j)   HOMESIDE LENDING INC (FL) <F1>
                     k)   HUNTINGTON MTG CO <F1>
                     l)   MARINE MIDLAND BANK <F1>
                     m)   MERRILL LYNCH CREDIT CORP <F1>
                     n)   NATIONAL CITY MTG CO <F1>
                     o)   NORTH AMERICAN MTG <F1>
                     p)   NORWEST MTG INC <F1>
                     q)   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)   BANK UNITED <F1>
                     c)   CHARTER BANK FOR SAVINGS <F1>
                     d)   CITICORP MTG INC <F1>
                     e)   COUNTRYWIDE FUNDING <F1>
                     f)   FIRST UNION MTG CORP <F1>
                     g)   FT MTG COMPANIES <F1>
                     h)   GMAC MTG CORP <F1>
                     i)   HIBERNIA NATIONAL BANK <F1>
                     j)   HOMESIDE LENDING INC (FL) <F1>
                     k)   HUNTINGTON MTG CO <F1>
                     l)   MARINE MIDLAND BANK <F1>
                     m)   MERRILL LYNCH CREDIT CORP <F1>
                     n)   NATIONAL CITY MTG CO <F1>
                     o)   NORTH AMERICAN MTG <F1>
                     p)   NORWEST MTG INC <F1>
                     q)   SUN TRUST MTG INC <F1>

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



<F1>  Filed herewith.
<F2>  Such document (i) is not filed herewith since such document
      was not received by the reporting person at least three business
      days prior to the due date covered by this report:  and (ii) will
      be included in an amendment to this report on Form 10-K/A to be
      filed within 30 days of the Reporting Person's receipt of such
      document.
<F3>  Previously filed.




(LOGO)
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



(LOGO)

Deloitte & Touche LLP
Suite 2300
333 Clay Street
Houston, Texas 77002-4196

Telephone (713) 756-2000
Facsimile: (713) 756-2001

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of Bank United:

We have examined management's  assertion about Bank United and its subsidiaries'
(the "Bank") 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 period  ended  September  30, 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  complied  with  the
aforementioned  minimum  servicing  standards  as of and  for the  period  ended
September 30, 1998 is fairly stated, in all material respects.

Deloitte & Touche LLP

October 21, 1998

(LOGO)



(LOGO) KPMG


6565 Americas Parkway, NE #700
Post Office Box 3939
Albuquerque, NM 87190


Independent Auditors' Report

The Board of Directors Charter Bank:

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

In our  opinion,  management's  assertion  that Charter 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 LLP
March 5, 1999




(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




(LOGO)

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

Independent Accountants' Report

The Board of Directors
First Union Mortgage Corporation:

We have examined management's assertion about First Union Mortgage Corporation's
(a  wholly-owned  subsidiary  of First Union  Corporation)  compliance  with the
minimum  servicing  standards set forth in the Mortgage  Bankers  Association of
America's Uniform Single  Attestation  Program for Mortgage Bankers (USAP) as of
and for the year ended December 31, 1998 included in the accompanying management
assertion.  Management is  responsible  for First Union  Mortgage  Corporation's
compliance with those minimum  servicing  standards.  Our  responsibility  is to
express  an  opinion  on  management's  assertion  about  First  Union  Mortgage
Corporation's compliance based on our examination.

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

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

KPMG
March 26, 1999

(logo)



                               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.




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PriceWaterhouseCoopers
PricewaterhouseCoopers LLP
650 Third Avenue South
Park Building
Suite 1300
Minneapolis MN 55402-4333
Telephone (612) 596 6000
Facsimile (612) 373 7160

                        Report of Independent Accountants

March 8, 1999

To the Board of Directors and Stockholder of GMAC Mortgage Corporation:


We have examined management's  assertion about GMAC Mortgage Corporation and its
subsidiaries'  (the "Company")  compliance with the minimum servicing  standards
("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  (see  Exhibit  I).   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
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 standards.

In our  opinion,  management's  assertion  that the  Company  complied  with the
aforementioned  standards  as of and for the year  ended  December  31,  1998 is
fairly stated, in all material respects.

PriceWaterhouseCooper LLP




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                                ERNST& YOUNG LLP
4200 One Shell Square
701 Poydras Street
New Orleans
Louisiana 70139-9869
Phone: 504 581 581-4200

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

The Directors' Audit Committee
Hibernia Corporation

We have examined  management's  assertion,  included in the accompanying  report
titled Report of Management, that Hibernia National Bank (the Company), a wholly
owned subsidiary of Hibernia  Corporation,  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 Company's  compliance with
those requirements.  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 those
requirements and performing such other procedures as we considered  necessary in
the circumstances.  We believe that our examination  provides a reasonable basis
for our opinion.  Our examination does not provide a legal  determination on the
Company's compliance with specified requirements.

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

Ernst & Young LLP

March 18, 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

(logo)




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


Report of Independent Accountants

Board of Directors
The Huntington Mortgage Company

We have examined  management's  assertion,  included in the accompanying  report
titled Report of  Management,  that The  Huntington  Mortgage  Company  (HMC), a
wholly-owned  subsidiary  of The  Huntington  National  Bank,  complied with the
minimum  servicing  standards set forth in the Mortgage  Bankers  Association of
America's Uniform Single Attestation Program for Mortgage Bankers  (USAP) during
the year ended December 31, 1998. Management is responsible for HMC's compliance
with  those  requirements.  Our  responsibility  is to  express  an  opinion  on
management's assertion about HMC's compliance based on our examination.

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

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

ERNST& YOUNG LLP

March 10, 1999


20

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




(LOGO)

KPMG
12 Fountain Plaza, Suite 601 Buffalo, NY 14202


                         Independent Accountants' Report

The Board of Directors Marine Midland Bank:

We  have  examined   management's   assertion  about  Marine  Midland   Mortgage
Corporation's  compliance with the minimum servicing  standards set forth in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers (USAP) as of and for the year ended December 3 l, 1998 included
in the accompanying  management assertion.  Management is responsible for Marine
Midland  Mortgage   Corporation'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 Marine Midland Mortgage Corporation's
compliance  with the  minimum  servicing  standards  and  performing  such other
procedures as we considered necessary in the circumstances.  We believe that our
examination  provides a reasonable  basis for our opinion.  Our examination does
not  provide a legal  determination  on Marine  Midland  Mortgage  Corporation's
compliance with the minimum servicing standards.

In our opinion,  management's assertion that Marine Midland Mortgage Corporation
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 LLP

Buffalo, New York
March 12, 1999




(LOGO)


Deloitte & Touche LLP
Suite 2801
One Independent Drive
Jacksonville, Florida
32202-5034

Telephone: (904) 665-1400
Facsimile: (904) 355-9104

INDEPENDENT  ACCOUNTANTS' REPORT ON MANAGEMENT'S ASSERTION ABOUT COMPLIANCE WITH
UNIFORM SINGLE ATTESTATION PROGRAM REQUIREMENTS

Merrill Lynch Credit Corporation and subsidiaries:

We have examined  management's  assertion about Merrill Lynch Credit Corporation
and  subsidiaries'  (the  "Company")   compliance  with  the  minimum  servicing
standards  identified in the Mortgage Bankers  Association of America's  Uniform
Single Attestation  Program for Mortgage Bankers (USAP) as of and for the fiscal
year ended December 25, 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 Merrill Lynch Credit Corporation and
subsidiaries complied with the aforementioned  minimum servicing standards as of
and for the  fiscal  year  ended  December  25,  1998 is fairly  stated,  in all
material respects.

Deloitte & Touche

February 22, 1999

(LOGO)




(LOGO)

ERNST & YOUNG LLP

1300 Huntington Building
925 Euclid Avenue
Cleveland, Ohio 44115-1405

Phone: 216 861 5000

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

Report of Independent Accountants

Board of Directors
National City Mortgage Co.

We have examined  management's  assertion,  included in the accompanying  report
titled Report of Management, that National City Mortgage Co. (NCM) complied with
the minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation  Program for Mortgage Bankers (USAP) during
the year ended December 31, 1998. Management is responsible for NCM's compliance
with  those  requirements.  Our  responsibility  is to  express  an  opinion  on
management's assertions about NCM's compliance based on our examination.

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

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

Ernst &Young LLP

January 29, 1999

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




(LOGO)

KPMG
Financial Services
757 Third Avenue
New York, NY 10017

Independent Auditors' Report

The Board of Directors
North American Mortgage Company:

We have examined management's  assertion about North American Mortgage Company's
(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 the Company 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 LLP

March 25, 1999



(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





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



3200 Southwest Freeway
Houston, Texas 77027-7528
P.O. Box 1370
Houston, Texas 77251-t 370
Telephone 713/543-6500

(LOGO)
BANK UNITED

October 21, 1998

Deloitte & Touche LLP
333 Clay Street, Suite 2300
Houston, Texas 77002

As of  and  for  the  year  ended  September  30,  1998,  Bank  United  and  its
subsidiaries (the "Bank) have 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 $40,000,000 and
an errors and omissions policy in the amount of $25,000,000.

Anthony J. Nocella
Vice Chairman and
Chief Financial Officer

Jonathan  K. Heffron
Chief Operating Officer and
General Counsel



(LOGO) CHARTER BANK
FOR SAVINGS FSB


Writer's Direct Line
(505) 291-3076


March 5, 1999

MANAGEMENT' S  ASSERTIONS  ON  COMPLIANCE  WITH MINIMUM  SERVICING  STANDARDS OF
     UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS

As of and for the year ended December 31, 1998 Charter Bank for Savings,  F.S.B.
and its  subsidiary,  Charter  Mortgage  Company,  have 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,  Charter  Bank had in effect  fidelity  bond and
errors and  omissions  policies  in the  amounts of  $3,000,000  and  $3,000,000
respectively.


Russell Cummins
Senior Vice President
Loan Administration Manager



2130 Eubank Boulevard NE
P.O. Box 11519
Albuquerque, NM 87192

(505) 291-3700
Fax: (505) 296-7998








(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)

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






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

(logo)

MANAGEMENT'S ASSERTION

As of and for the year ended December 31, 1998, First Union Mortgage Corporation
has complied in all material respects with the minimum  servicing  standards set
forth  in  the  Mortgage  Bankers   Association  of  America's   Uniform  Single
Attestation Program for Mortgage Bankers.  First Union Mortgage  Corporation had
in effect a fidelity  bond  policy in the amount of $100  million for the period
from January I, 1998 to May 31, 1998 and a fidelity bond policy in the amount of
$200 million for the period from June 1, 1998 to December  31,  1998.  As of and
for the year ended December 31, 1998,  First Union Mortgage  Corporation  had in
effect an errors and omissions policy in the amount of $20 million.

Karin Patrick, Senior Vice President
March 26, 1999 Date


Debbie Craig, Senior Vice President
March 26, 1999 Date


Debbie Warren, President
March 26, 1999 Date




(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.






GMAC Mortgage Corporation
100 Witmer Road
RO. Box 963
Horsham PA 19044-0963

(logo)

Exhibit I

                Management's Assertion Concerning Compliance with
                        USAP Minimum Servicing Standards

March 8, 1999

As of and for the year ended December 31, 1998,  GMAC Mortgage  Corporation  and
its subsidiaries (the "Company") have complied in all material respects with the
minimum servicing  standards (the "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  fidelity  bond and
errors and omissions  policies in the amounts of $150,000,000  and  $100,000,000
respectively.

Edward D Hughes
Senior Vice President of
Servicing Adminstration




(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)

Marine Midland Mortgage Corporation
2929 Walden Avenue, Depew, New York 14043

                             Management's Assertion

As of and  for the  year  ended  December  31,  1998,  Marine  Midland  Mortgage
Corporation  has complied in all material  respects  with the minimum  servicing
standards set forth in the Mortgage  Banker's  Association of America's  Uniform
Single Attestation Program for Mortgage Bankers. As of and for this same period,
Marine Midland  Mortgage  Corporation had in effect fidelity bond and errors and
omissions policies in the amounts of $550,000,000 and $50,000,000, respectively.

David J. Hunter
President

Daniel B. Duggan
SVP, Secondary Marketing

Susan Wojnar
SVP  Mortgage Servicing






(LOGO)

Merrill Lynch Credit Corporation

Private Client Group

4802 Deer Lake Drive East
Jacksonville, Florida 32246-6484
904 218 6000
800 243 0058

February 22,1999

Deloitte & Touche LLP
2801 Independence Drive
Jacksonville, FL 32202

Ladies and Gentlemen:

As of and for the year ended December 25, 1998, Merrill Lynch Credit Corporation
and subsidiaries  (the "Company") has complied in all material respects with the
minimum  servicing  standards set forth in the Mortgage  Bankers  Association of
America's Uniform Single Attestation Program for Mortgage Bankers. As of and for
the same  period,  the  Company  had in  effect  fidelity  bond and  errors  and
omissions  insurance  coverage in the amounts of  $325,000,000  and  $15,000,000
respectively.

Michael A. Johnston
Chairman, President/Chief Executive Officer

Francis X. Ervin,  Jr.
Senior Vice President/Chief Financial Officer

John M. Wheeler
Senior Vice President



(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!




5100 West Lemon Street
Suite 109
Tampa, FL 33609

(LOGO)

NORTH AMERICAN
MORTGAGE COMPANY'
A DIME COMPANY

Management Assertion

As of and for the year ended December 31, 1998, North American  Mortgage Company
(the Company) has complied in all material  respects with the minimum  servicing
standards set forth in the Mortgage  Bankers  Association  of America's  Uniform
Single Attestation Program for Mortgage Bankers. As of and for this same period,
the Company had in effect a fidelity bond and errors and omissions policy in the
following amounts as of and for the year ended December 31, 1998:

Fidelity Bond

$ 47,050,000  from January 1, 1998 to March 1, 1998  $100,000,000  from March 2,
1998 to December 31, 1998

Errors and Omissions

$ 23,525,000 from January 1, 1998 to October 15. 1998
$ 20,000,000 from October 16, 1998 to December 31, 1998

Raymond G. Romano

SVP/Director of Residential Credit
Title

3-25-99
Date


(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



(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




3200 Southwest Freeway, Houston, Texas
P.O. Box 2824, Houston, Texas 77252
713/543-8675, 800/288-3223


Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia MD 21044-3562
Attention: Master Servicing

RE:    Officer's Certificate

(LOGO)  BANK UNITED

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:

Tyrone W. Crawley

Vice President
Title

6/30/99
Date


(LOGO) CHARTER BANK
FOR SAVINGS FSB

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  througout such
year,  or if there has been a default or failure of the  services 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
of 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 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:

Officer

Assistant Vice President
Title

March 19, 1999
Date

2130 Eubank Boulevard NE
P.O. Box 11519
Albuquerque, NM 87192

(505) 291-3700
Fax: (505) 296-7998





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





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






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

(logo)

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

CERTIFICATION OF COMPLIANCE


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

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

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


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


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

FIRST UNION MORTGAGE CORPORATION

By:

Joseph F. DeDominicis
Vice President


EVENTS OF DEFAULT (if any)




ANNUAL SERVICING CERTIFICATION

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

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

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

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

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

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

6. All other provisions of the servicing agreement have been adhered to.

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

By:
(Signature)

Linda Williams
(Printed Name)

Vice President, Escrow Services
(Title)

March 31, 1999
(Date)





(logo)
GMAC Mortgage


(logo)
CONSUMER LOAN SERVICING G R O U P

OFFICER'S CERTIFICATE

GMAC MORTGAGE CORPORATION

       I,  Mark  Galambos,  hereby  certify  that I am  the  duly  elected  Vice
President of GMAC Mortgage Corporation (the "Servicer"), a corporation organized
under  the laws of the  Commonwealth  of  Pennsylvania,  that I have  made  such
reasonable investigation as I have deemed necessary to deliver this Certificate,
including  discussions  with  responsible  officers of the  Servicer and further
certify to the best of my knowledge as follows:

         1. A review of the activities of the Servicer  during the calendar year
beginning  January 1, 1998 and ending on December 31, 1998 (the "Calendar Year")
and of its performance under the servicing  agreements,  including the servicing
agreement dated as of December 1, 1997 (the "Servicing Agreement"), by and among
the  Servicer,  the Issuer,  and the Indenture  Trustee,  has been made under my
supervision.

        2. To the best of my knowledge,  based on such review,  the Servicer has
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations in all material respects throughout the Calendar
Year.

       Capitalized  terms not defined  herein have the meanings set forth in the
Servicing Agreement.

IN WITNESS  WHEREOF,  I have hereunto signed my name and affixed the seal of the
Servicer.

Dated: March 31, 1999


GMAC MORTGAGE CORPORATION

By:

Name: Mark Galambos
Title: Vice President

1301 OFFICE CENTER DRIVE SUITE 200 FORT WASHINGTON, PA  19034




(LOGO) HIBERNIA
Member FDIC


March 31, 1999

Norwest Bank
Attn: Peter Gobell
11000 Brokenland Parkway
Columbia, MD 21044

RE: 1998 Annual Certification

Dear Sir or Madam:

In accordance  with our Sale and  Servicing  Agreement,  Hibernia  National Bank
certifies the following for the year of 1998.

1. That all hazard, flood, or other casualty insurance and FHA or other mortgage
insurance premiums, taxes, ground rents, assessments and other charges have been
paid.

2. That the  requirements of the 1984 Tax Reform Act concerning the reporting of
mortgage  interest  received,  and the  abandonment  and foreclosure of mortgage
properties have been met.

3.  That all  required  interest  rate and  payment  changes  have  been made in
accordance with the terms of each ARM and GPARM that we service.

4. That all active  borrowers with mortgages  insured under FHA Section 23S have
been recertified.

5. That none of the  principal  officers  has been removed from the fidelity and
errors and omissions coverage.

6. That information  pertaining to delinquent and foreclosed  mortgages has been
reported to the appropriate credit bureaus as required.


Hibernia  National Bank maintains a Blanket Bond insurance policy and an Errors,
Omissions,  and  Mortgage  Impairment  policy with Lloyds of London.  Limits and
deductibles  are within  the  guidelines  recommended  by the  American  Bankers
Association.

Enclosed is Hibernia  Corporation's  1998 Annual  Report,  which was prepared by
Ernst and Young,  Certified  Public  Accountants,  New Orleans,  Louisiana.  The
annual  report  includes  the   consolidated   operating   results  of  Hibernia
Corporation and its major subsidiary, Hibernia National Bank of Louisiana.

Ernst and Young also  conducted an independent  audit of our Mortgage  Servicing
operations  in  accordance  with the  requirements  of the Uniform  Single Audit
Program for Mortgage Bankers. A certification of the audit is enclosed.

Hibernia National Bank's servicing portfolio now contains  approximately  54,755
mortgage loans totaling over $4.1 billion.

We have enclosed a contact list to assist you in  contacting  key members of our
staff if you have any questions or concerns about your portfolio.  As members of
the Hibernia team, we look forward to continuing to serve you in the future.

Very truly yours,

James T. Dean
Senior Vice President/Servicing Manager
Mortgage Loan Servicing Department

JTD:jam
Enclosures




(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)
Marine Midland Mortgage Corporation
2929 Walden Avenue, Depew, New York 14043

Norwest Bank Minnesota, N.A.
I 1000 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


Senior Vice President

Title

    3/26/99 Date

Member HSBC Group





OFFICERS' CERTIFICATE

ANNUAL STATEMENT AS TO COMPLIANCE

Re:
Norwest Funding, Inc. ("Owner"),
Merrill Lynch Credit Corporation ("Company"),
Master Servicing Agreement dated as April 1, 1998 ("Agreement")

Pursuant to the above Agreement, the Company hereby states:

               1. A review of the  activities  of the  Company  during  the 1998
calendar year and of its performance under the Agreement has been made under the
supervision of each of the undersigned officers.

               2. To the best of each such  officer's  knowledge,  based on such
review,  the Company has  fulfilled  all of its material  obligations  under the
Agreement in all material respects throughout such year.

Dated: March 26, 1999

Merrill Lynch Credit Corporation

By:

Linzy S. Banks, Vice President

John M. Wheeler, Senior Vice President






(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 !





North American Mortgage Company
Officer's Certificate - Annual Statement as to Compliance For the Fiscal Year
Ended December 31, 1998

This serves as North American's  Officer's  Certificate / Annual Statement as to
Compliance  for  the  servicing  of  loans  under  Participation/Purchase/Seller
Servicing and/or Sub-Servicer Agreements with your concern.

1.)A  review of the  activities  during the  proceeding  fiscal  year and of the
performance with requirements of the Agreement has been made under the Officer's
Supervision.

2.)To the best of the Officer's  knowledge,  based on the review, North American
has fulfilled all its  obligations  under the  Agreement  throughout  the fiscal
year.

3.)Real estate taxes have been paid as required by the terms of the mortgage.

4.)Mortgage  insurance  premiums due under the contract of insurance with FHA or
PMI carriers have been paid as required.

5.)Insurance  is  being  maintained,  is  fully  paid,  and  complies  with  the
Agreement.  Adequate hazard insurance is in force on all loans as required under
the Agreement.  Flood insurance coverage, if required, is in force. If escrowed,
insurance/PMI  premiums  and  taxes/assessment  monies  have been  analyzed,  in
accordance with RESPA, to ensure  sufficient funds are being collected in escrow
for the current year.

6.)Property  inspections have been performed as stated in the Agreement,  unless
otherwise amended.

7.)Appropriate IRS notices were performed in accordance with IRS Regulations.

8.)Disbursements from Trust Account funds were made for proper purposes, and all
payments required to be made by the Agreement have been made.

9.)Proper  fidelity coverage and errors and omissions  insurance are in force as
required.

10.) Loans with variable rate features have been changed in accordance  with the
terms of the note.

11.)North American is authorized by applicable law to service the mortgages, and
it has and will  continue  to satisfy  all  licensing,  registration,  and other
requirements of the Agreement.

There is, as of this date, no default in the fulfillment of any of its
obligations under the Agreement known to this Officer. As an Officer of North
American, individually, I certify to the best of my knowledge, that the
foregoing statements are true and correct.

Officer s Signature:                                   Date: March 31, 1999

Officer's Title:         Vice President





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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