NORWEST ASSET SEC CORP MORT PASS THR CERT SER 1998-32 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.:   333-45021-30

               Norwest Asset Securities Corporation
                Mortgage Pass-Through Certificates
                  Series  1998-32       Trust
        (Exact name of registrant as specified in its charter)



New York                          52-2151950
(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
1998-32 Trust  established  pursuant to a Pooling and Servicing  Agreement among
NORWEST  ASSET  SECURITIES  CORPORATION  (Seller)  and NORWEST  BANK  MINNESOTA,
NATIONAL  ASSOCIATION  (Master Servicer) 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  1998-32  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)   BANK OF AMERICA <F1>
                     b)   CITICORP MTG INC <F1>
                     c)   FIRST UNION MTG CORP <F1>
                     d)   HUNTINGTON MTG CO <F1>
                     e)   STAR BANK NA <F1>

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

                     a)   BANK OF AMERICA <F1>
                     b)   CITICORP MTG INC <F1>
                     c)   FIRST UNION MTG CORP <F1>
                     d)   HUNTINGTON MTG CO <F1>
                     e)   STAR BANK NA <F1>

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

                     a)   BANK OF AMERICA <F1>
                     b)   CITICORP MTG INC <F1>
                     c)   FIRST UNION MTG CORP <F1>
                     d)   HUNTINGTON MTG CO <F1>
                     e)   STAR BANK NA <F2>

              (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  1998-32 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)   BANK OF AMERICA <F1>
                     b)   CITICORP MTG INC <F1>
                     c)   FIRST UNION MTG CORP <F1>
                     d)   HUNTINGTON MTG CO <F1>
                     e)   STAR BANK NA <F1>

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

                     a)   BANK OF AMERICA <F1>
                     b)   CITICORP MTG INC <F1>
                     c)   FIRST UNION MTG CORP <F1>
                     d)   HUNTINGTON MTG CO <F1>
                     e)   STAR BANK NA <F1>

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

                     a)   BANK OF AMERICA <F1>
                     b)   CITICORP MTG INC <F1>
                     c)   FIRST UNION MTG CORP <F1>
                     d)   HUNTINGTON MTG CO <F1>
                     e)   STAR BANK NA <F2>

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
Suite 1700
555  California Street
San  Francisco, California 94104
Phone: 415 951 3000

                        Report of Independent Accountants

Mr. Andrew D. Woodward
President
BankAmerica Mortgage, a Division of Bank of America, FSB

We have examined  management's  assertion,  included in the accompanying  report
titled Report of  Management,  that Bank of America FSB (the  Company)  complied
with  the  minimum  servicing  standards  set  forth  in  the  Mortgage  Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
(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  assertions  about the Company's  compliance
based on our examination.

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

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

Ernstt + Young LLP

January 29, 1999



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





(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)
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)




(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) ARTHUR ANDERSEN LLP

Report of Independent Public Accountants

To the Board of Directors of Star Bank, N.A.:

       We  have  examined   management's   assertion  about  Star  Bank,  N.A.'s
compliance  with the minimum  servicing  standards  identified  in the  Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP) and that Star Bank, N.A. had in effect a fidelity bond and errors
and omissions policy in the amounts of $25,000,000 and $5,000,000, respectively,
for  the  period  January  1,  1998  to  February  28,  1998,   $25,000,000  and
$10,000,000,  respectively,  for the period  March 1, 1998 to November 19, 1998,
and $50,000,000 and $25,000,000,  respectively, for the period November 20, 1998
to December 31, 1998,  included in the  accompanying  Statement of  Management's
Assertion  Regarding  Compliance with Servicing  Standards of the Uniform Single
Attestation  Program for Mortgage  Bankers.  Management is responsible  for Star
Bank,  N.A.'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 the standards established by
the  American  Institute  of  Certified  Public  Accountants  and,  accordingly,
included examining, on a test basis, evidence about Star Bank, N.A.'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 Star Bank,  N.A.'s compliance with the minimum servicing
standards.

        In our opinion,  management's  assertion that Star Bank,  N.A.  complied
with the aforementioned minimum servicing standards and that Star Bank, N.A. had
in effect a  fidelity  bond and errors and  omissions  policy in the  amounts of
$25,000,000  and  $5,000,000,  respectively,  for the period  January 1, 1998 to
February 28, 1998,  $25,000,000 and  $10,000,000,  respectively,  for the period
March  1,  1998  to  November  19,  1998,  and  $50,000,000   and   $25,000,000,
respectively,  for the period  November 20, 1998 to December 31, 1998, is fairly
stated, in all material respects.

Arthur Andersen
Cincinnati, Ohio,
March 26, 1999




(LOGO) BANK OF AMERICA

Bank of America Corporation
100 North Tryon Street
Charlotte, NC 28255

Tel 704.386.5000

Report of Management

We,  as  members  of  management  of Bank of  America,  FSB (the  Company),  are
responsible for complying with the minimum  servicing  standards as set forth in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage  Bankers  (USAP).  We are also  responsible  for  establishing  and
maintaining effective internal control over compliance with these standards.  We
have  performed  an  evaluation  of the  Company's  compliance  with the minimum
servicing standards as set forth in the USAP as of December 31, 1998 and for the
year then ended. Based on this evaluation,  we assert that during the year ended
December 31, 1998,  the Company  complied,  in all material  respects,  with the
minimum servicing standards set forth in the USAP.

As of December  31, 1998,  the Company had in effect a fidelity  bond and errors
and  omissions  policy  in the  mount of  $249.9  million  and  $250.0  million,
respectively.

Andrew D. Woodward, Jr.
President
BankAmerica Mortgage, a Division
of Bank of America NT&SA

Gary K. Bettin
Senior Vice President and
Director of Operations
BankAmerica Mortgage, a Division of Bank of America NT&SA

Brian D. Shea
Senior Vice President and
Servicing Manager BankAmerica Mortgage, a Division of Bank of America, FSB

Denise C. Sawyer
Executive Vice President and
Chief Financial Officer
Bank America Mortgage, a Division
of Bank of America NT&SA

Donald J. Atkins
Executive Vice President and
Servicing Director
BankAmerica Mortgage, a Division
of Bank of America, FSB






(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






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






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) Firstar

March 26, 1999

Arthur Andersen LLP
425 Walnut Street
Cincinnati, Ohio  45202

Dear Sirs:

As of  and  for  the  year  ended  December  31,  1998,  Firstar  Home  Mortgage
Corporation  has complied in all material  respects with the minimum  servicing
standards as set forth in the Mortgage Bankers  Association of America's Uniform
Single Attestation Program for Mortgage Bankers. For the periods January 1, 1998
to November 19, 1998 and  November  20, 1998 to December 31, 1998,  Firstar Home
Mortgage  Corporation  had in effect a fidelity  bond and  errors and  omissions
policy in the  amounts  of  $80,000,000  and  $10,000,000  and  $50,000,000  and
$25,000,000, respectively.


Dan Arrigoni, President

Rick Aneshansel, Executive Vice President

Mike Norris, Senior Vice President


809 South 60th Street, Suite 210
West Alla, Wisconsin 53214



(LOGO) BankAmerica

March 30, 1999

Real Estate Loan Service Center

Structured Asset Securities Corporation
C/O Norwest Bank of Minnesota N.A.
MSD SASCO98-1
11000 Broken Land Parkway
Columbia, MD 21044

Dear D. Woodus,

RE: Servicing Agreement Compliance and Annual Officer Certification
Investor Numbers: S61

PLEASE BE ADVISED THAT PURSUANT TO OUR  SERVICING  DEPARTMENT  CONCURRENCE,  THE
FOLLOWING AREAS HAVE BEEN CERTIFIED FOR THE CALENDAR YEAR OF 1998:

*    All taxes,  ground rents,  and special  assessments  that may become a lien
     upon the property and which became due in the last  calendar  year has been
     paid. This also includes  verifications of payment with taxing  authorities
     for non-impound accounts.

*    All  insurance  premiums  for flood or other  casualty  insurance;  and FHA
     premiums or Private Mortgage  Insurance premiums on conventional loans have
     been paid, and all policies as required are in full force.

*    Inspections  have  been  made  monthly  on all  delinquent,  foreclosed  or
     otherwise  vacant  properties,  and any other  property  we have  reason to
     believe requires an inspection.

* Analysis  has been made to ensure  sufficient  monies are being  collected  in
escrow for the current year.

*    All information  returns have been provided to the Internal Revenue Service
     as required on activity  relating to  Mortgage's  serviced  during the last
     calendar year.

*    A "Year 2000" plan has been adopted to meet the  business-wide  risks posed
     by the millennium date change.

* All interest  and/or monthly  payment  adjustments for ARMS and GPM loans have
been made in  accordance  with the mortgage  terms.  Timely and proper notice of
such changes was provided to the mortgagors.

*    Blanket Bond and Errors & Omission  policies  are in full force,  a copy is
     attached for your  records.  Please note the policies have been combine and
     have one renewal date of September 2001.

Enclosed  please find the uniform  single audit letter  prepared by our external
auditors Ernst & Young along with our corporate annual financial report.

ANNUAL OFFICER CERTIFICATION

To the best of my knowledge and upon reasonable investigation,  the servicing of
the Mortgage  Loans during the preceding  year has been  conducted in compliance
with all other provisions of the Servicing Agreement(s).  Any exceptions to this
certification will be on an attachment along with explanations  concerning their
completion.  If no attachment is sent, it should be considered that there are no
exceptions.

BY:
Sheryl Franke, Vice President

BankAmerica  Mortgage,  A Division  of Bank of  America,  FSB 10600  Valley View
Street Box 6012 Cypress, CA 90630-0012





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





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)





(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





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