RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Company
RESIDENTIAL FUNDING CORPORATION
Master Servicer
Mortgage Pass-Through Certificates
Series 1996-S23
$ 3,247,100 7.75% Class M-2 Certificatess
Supplement dated December 9, 1996
to
Prospectus Supplement dated November 22, 1996
and
Prospectus dated June 21, 1996
The Class M-2 Certificates will be offered by Residential Funding
Securities Corporation (the "Underwriter"), on a best-efforts basis
pursuant to an Underwriting Agreement (the "Underwriting Agreement")
among the Company, the Master Servicer and the Underwriter. The
Underwriter is an indirect wholly-owned subsidiary of the parent of
the Company. The obligation of the Underwriter to pay for and
accept delivery of any of the Class M Certificates is subject to,
among other things, the simultaneous sale by the Underwriter of such
Class M Certificates. The termination date of the offering of the
Class M Certificates is the earlier to occur of December 9, 1997 or
the date on which all of the Class M-2 Certificates have been sold.
Proceeds of the offering of the Class M-2 Certificates will not be
placed in any escrow, trust or similar arrangement. The Underwriter
intends to offer the Class M-2 Certificates from time to time to the
public in negotiated transactions or otherwise at varying prices to
be determined at the time of sale. The proceeds to the Company from
any sale of the Class M-2 Certificates will be equal to the
purchase price paid by the purchaser thereof, net of any expenses
payable by the Company and any compensation payable to the
Underwriter and any dealer. The Underwriter may effect such
transactions by selling the Class M-2 Certificates to or through
dealers. In connection with the purchase and sale of the Class M-2
Certificates, the Underwriter and any dealers that may participate
with the Underwriter in such resale of the
THIS SUPPLEMENT MUST BE DELIVERED TOGETHER WITH THE PROSPECTUS AND
PROSPECTUS SUPPLEMENT REFERRED TO ABOVE, AND SHOULD BE READ IN
CONJUNCTION THEREWITH.
Residential Funding Securities Corporation
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Class M-3 Certificates may be deemed to have received compensation
from the Company in the form of discounts or commissions or, in the
case of such dealers, compensation from the Underwriter in the form
of discounts, concessions or commissions. The Underwriter and any
dealers that participate with the Underwriter in the distribution of
the Underwritten Certificates may be deemed to be underwriters and
any profit on the resale of the Underwritten Certificates positioned
by them may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933.
The Underwriting Agreement provides that the Company will
indemnify the Underwriter against certain civil liabilities under
the Securities Act of 1933, or contribute to payments required to be
made in respect thereof. There is currently no secondary market for
the Class M-2 Certificates. Neither the Company, the Underwriter
nor any other person intends to make a secondary market in the Class
M-2 Certificates. There can be no assurance that any such secondary
market will develop, or if it does develop, that it will continue.
UNTIL MARCH 9, 1996, ALL DEALERS EFFECTING TRANSACTIONS IN THE CLASS
M CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION,
MAY BE REQUIRED TO DELIVER A PROSPECTUS (INCLUDING THE PROSPECTUS
SUPPLEMENT AND THIS SUPPLEMENT). THIS DELIVERY REQUIREMENT IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS
OR SUBSCRIPTIONS.
