RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Company
RESIDENTIAL FUNDING CORPORATION
Master Servicer
Mortgage Pass-Through Certificates
Series 1998-S5
$ 20,217,900.00 6.75% Class M-1 Certificates
$ 7,993,200.00 6.75% Class M-2 Certificates
$ 4,231,700.00 6.75% Class M-3 Certificates
Supplement dated March 26, 1998
to
Prospectus Supplement dated March 25, 1998
and
Prospectus dated December 22, 1997
The Class M-1 Certificates, M-2 Certificates and Class M-3 Certificates
(collectively, the "Class M Certificates") will be purchased from the Company
by PaineWebber Incorporated
(the "Underwriter"), pursuant to an agreement (the "Underwriting Agreement")
among the Company, the Master Servicer and the Underwriter. The proceeds to the
Company from the sale of the Class M Certificates will be equal to
$31,989,495.56 net of any expenses payable by the Company.
The Underwriter intends to offer the Class M 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 Underwriter may effect such transactions by
selling the Class M Certificates to or through dealers. In connection with the
purchase and sale of the Class M Certificates, the Underwriter and any dealers
that may participate with the Underwriter in such resale of the Class M
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
Underwriting Agreement provides that the Company will indemnify the Underwriter
against certain civil liabilities under the Securities Act of 1933, as amended,
or contribute to payments required to be made in respect thereof. There is
currently no secondary market for the Class M Certificates. There can be no
assurance that an active secondary market will develop, or if it does develop,
that it will continue.
THIS SUPPLEMENT MUST BE DELIVERED TOGETHER WITH THE PROSPECTUS
AND PROSPECTUS SUPPLEMENT REFERRED TO ABOVE, AND SHOULD BE READ
IN CONJUNCTION THEREWITH.
PAINEWEBBER INCORPORATED
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UNTIL JUNE 24, 1998, 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 SUPPLEMENTS 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.
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