SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 1, 1998
GE CAPITAL MORTGAGE SERVICES, INC.
(as Seller and Servicer under the Pooling and
Servicing Agreement, dated as of January 1, 1998,
providing for the issuance of REMIC Multi-Class
Pass-Through Certificates, Series 1998-3).
GE Capital Mortgage Services, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 33-5042 21-0627285
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
Three Executive Campus
Cherry Hill, New Jersey 08002
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number,
including area code (609) 661-6100
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<PAGE>
ITEM 5. OTHER EVENTS
Section 2.05 of the Pooling and Servicing Agreement, dated
January 1, 1998, providing for the issuance of REMIC Multi-Class
Pass-Through Certificates, Series 1998-3 has been amended, a copy
of which is attached as an exhibit hereto. This amendment
provides for a change in the lower-tier interest rate of the
following classes of Certificates: Class A1, Class A2, Class A3,
Class A4 and Class A5.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND
EXHIBITS.
4.1 Amendment to Section 2.05 of the Pooling and Servicing
Agreement for the REMIC Multi-Class Pass-Through Certificates,
Series 1998-3 dated as of January 1, 1998 between GE Capital
Mortgage Services, Inc., as seller and servicer, and State Street
Bank and Trust Company, as trustee.
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<PAGE>
SIGNATURES
Pursuant to the requirements 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.
GE Capital Mortgage Services, Inc.
By: /s/ Syed W. Ali
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Name: Syed W. Ali
Title: Vice President
Dated as of January 1, 1998
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<PAGE>
SIGNATURES
Pursuant to the requirements 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.
GE Capital Mortgage Services, Inc.
By:
---------------------------
Name: Syed W. Ali
Title: Vice President
Dated as of January 1, 1998
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<PAGE>
EXHIBIT INDEX
The exhibits are being filed herewith:
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EXHIBIT NO. DESCRIPTION PAGE
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4.1 Amendment to Section 2.05 of the
Pooling and Servicing Agreement
for the REMIC Multi-Class Pass-
Through Certificates, Series 1998-
3, dated as of January 1, 1998
between GE Capital Mortgage
Services, Inc., as seller and
servicer, and State Street Bank
and Trust Company, as trustee.
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Section 2.05. The REMICs. (a) For federal income tax
purposes, the Trust Fund shall consist of two REMICs, the Lower
Tier REMIC and the Upper Tier REMIC. The Certificates, other than
the Class RL Certificate, shall be issued by the Upper Tier
REMIC, and the Class RL Certificate shall be issued by the Lower
Tier REMIC. The Lower Tier REMIC shall be evidenced by the Class
RL Certificate and the regular interests having the
characteristics and terms set forth in the following table, which
interests (other than the Class RL Certificate) shall be issued
by the Lower Tier REMIC to the Trustee. The Lower Tier Interests
and the proceeds thereof shall be assets of the Upper Tier REMIC.
Principal of and interest on the Lower Tier Interests shall be
allocated to the Corresponding Classes of Certificates (or
Components) in the manner set forth in the following table.
Corresponding Class
of Certificates(1)
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Lower-Tier Allocation Allocation
Lower-Tier Initial Lower Interest of of
Interest Tier Balance Rate Principal Interest
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A1 $62,000,000.00 7.000% A1 A1
A2 12,470,000.00 7.000 A2 A2(2)
A3 21,278,000.00 7.000 A3 A3(2)
A4 15,738,000.00 7.000 A4 A4(2)
A5 15,670,000.00 7.000 A5 A5(2)
A7 34,507,000.00 7.000 A7 A7
A8 120,000,000.00 7.000 A8 A8
A9 7,904,800.00 7.000 A9 A9
A10 10,900,000.00 7.000 A10 A10
PO 120,239.08 0.000 PO N/A
M 5,493,000.00 7.000 M M
B1 3,139,000.00 7.000 B1 B1
B2 1,570,000.00 7.000 B2 B2
B3 1,570,000.00 7.000 B3 B3
B4 471,000.00 7.000 B4 B4
B5 1,099,115.95 7.000 B5 B5
R 100.00 7.000 1x R R
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(1) Unless otherwise indicated, the amount of interest and
principal allocable from a Lower Tier Interest to its
Corresponding Class or Classes of Certificates on any
Distribution Date shall be 100%.
(2) On each Distribution Date, interest accrued on each of
Lower-Tier Interests A2, A3, A4 and A5 for the applicable
Interest Accrual Period shall be allocated as follows: (x)
an amount equal to the Accrued Certificate Interest on the
Class of Certificates with the corresponding designation
shall be allocated to such Class; and (y) the excess of such
amount shall be allocated to the Class A6 Certificates.
