STRUCTURED ASSET SECURITIES CORPORATION
10-K/A, 1997-07-14
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, 1996

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

Commission File No.:  033-99598

    Structured Asset Securities Corporation, Mortgage Pass-Through Certificates,
                              Series 1996-01 Trust
             (Exact name of registrant as specified in its charter)

New York (governing law of pooling and servicing agreement)
State or other jurisdiction of incorporation or organization)

52-1982287
(I.R.S. Employer Identification No.)

c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD                                     21044
(Address of principal executive                 (Zip Code)
offices)

Registrant's telephone number, including area code (410) 884-2000

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities 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 26, 1997, by Norwest Bank
Minnesota,  N.A.  (the  "Reporting  Person"),  on  behalf  of  Structured  Asset
Securities Corporation, Mortgage Pass-Through Certificates, Series 1996-01 Trust
(the "Trust"), established pursuant to a Trust Agreement (the "Trust Agreement")
among Structured Asset Securities Corporation,  as Depositor,  (the "Depositor")
and The Chase Manhattan Bank,  N.A., as Trustee,  (the  "Trustee"),  pursuant to
which  the  Structured  Asset  Securities  Corporation,   Mortgage  Pass-Through
Certificates, Series 1996-01 Trust, certificates 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 Report of  Independent  Public  Accountants'  as to master
               servicing activities or servicing activities as applicable:

                    (a) American City Mortgage Corproation, as Servicer<F2>
                    (b) America First Credit Union, as Servicer<F1>  
                    (c) BancOklahoma Mortgage Corp., as Servicer <F1>
                    (d) Bank of America, as Servicer <F2>
                    (e) Chase Manhattan  Mortgage,  as  Servicer  <F1> 
                    (f) Flagship Bank fsb, as Servicer<F1> 
                    (g) GMAC Mortgage Corporation, as Servicer <F1>
                    (h) Knutson Mortgage Corporation, as Servicer <F1>
                    (i) Navy Federal Credit Union, as Servicer <F2>
                    (j) Norwest  Mortgage,  Inc., as Servicer <F1> 
                    (k) Ryland Mortgage  Company,  as Servicer <F1> 
                    (l) Seattle Mortgage Company, as Servicer <F1>
                    (m) The Greater New York Savings Bank, as Servicer <F1>

          99.2 Management Assertion Letter:

                    (a) American City Mortgage Corproation, as Servicer<F2>
                    (b) America First Credit Union, as Servicer<F1>  
                    (c) BancOklahoma Mortgage Corp., as Servicer <F1>
                    (d) Bank of America, as Servicer <F2>
                    (e) Chase Manhattan  Mortgage,  as  Servicer  <F1> 
                    (f) Flagship Bank fsb, as Servicer<F1> 
                    (g) GMAC Mortgage Corporation, as Servicer <F1>
                    (h) Knutson Mortgage Corporation, as Servicer <F1>
                    (i) Navy Federal Credit Union, as Servicer <F2>
                    (j) Norwest  Mortgage,  Inc., as Servicer <F1> 
                    (k) Ryland Mortgage  Company,  as Servicer <F1> 
                    (l) Seattle Mortgage Company, as Servicer <F1>
                    (m) The Greater New York Savings Bank, as Servicer <F2>

          99.3 Annual  Statements  of  Compliance  with  obligations  under  the
               Pooling Agreement or servicing agreement, as applicable, of:

                    (a) American City Mortgage Corproation, as Servicer<F1>
                    (b) America First Credit Union, as Servicer<F1>  
                    (c) BancOklahoma Mortgage Corp., as Servicer <F1>
                    (d) Bank of America, as Servicer <F2>
                    (e) Chase Manhattan  Mortgage,  as  Servicer  <F1> 
                    (f) Flagship Bank fsb, as Servicer<F1> 
                    (g) GMAC Mortgage Corporation, as Servicer <F1>
                    (h) Knutson Mortgage Corporation, as Servicer <F1>
                    (i) Navy Federal Credit Union, as Servicer <F2>
                    (j) Norwest  Mortgage,  Inc., as Servicer <F1> 
                    (k) Ryland Mortgage  Company,  as Servicer <F1> 
                    (l) Seattle Mortgage Company, as Servicer <F1>
                    (m) The Greater New York Savings Bank, as Servicer <F1>

     (b)  On November 13, 1996,  and December 13, 1996, reports on Form 8-K were
          filed in order to provide the statements for the monthly distributions
          to holders of the Certificates. No reports on Form 8-K have been filed
          during the last quarter of the period covered by this report.

     (c)  Omitted.

     (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 of this  report;  and (ii) will be included in a further  amendment  to the
Original Form 10-K to be filed within 30 days of the Reporting  Person's receipt
of such document.





                                    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:


   Structured Asset Securities Corporation Mortgage Pass-Through Certificates,
                              Series 1996-01 Trust


                     By: Chase Manhattan Bank, N.A., as Trustee
                     By: Norwest Bank Minnesota, N.A., as Agent for the Trustee
                     By: /s/ Sherri J. Sharps
                     By: Sherri J. Sharps
                  Title: Vice President
                  Dated: June 24, 1997



                                  EXHIBIT INDEX

          Exhibit No.

          99.1 Annual Report of  Independent  Public  Accountants'  as to master
               servicing activities or servicing activities as applicable:
                    
                    (a) American City Mortgage Corproation, as Servicer<F2>
                    (b) America First Credit Union, as Servicer<F1>  
                    (c) BancOklahoma Mortgage Corp., as Servicer <F1>
                    (d) Bank of America, as Servicer <F2>
                    (e) Chase Manhattan  Mortgage,  as  Servicer  <F1> 
                    (f) Flagship Bank fsb, as Servicer<F1> 
                    (g) GMAC Mortgage Corporation, as Servicer <F1>
                    (h) Knutson Mortgage Corporation, as Servicer <F1>
                    (i) Navy Federal Credit Union, as Servicer <F2>
                    (j) Norwest  Mortgage,  Inc., as Servicer <F1> 
                    (k) Ryland Mortgage  Company,  as Servicer <F1> 
                    (l) Seattle Mortgage Company, as Servicer <F1>
                    (m) The Greater New York Savings Bank, as Servicer <F1>


          99.2 Management Assertion Letter:

                    (a) American City Mortgage Corproation, as Servicer<F2>
                    (b) America First Credit Union, as Servicer<F1>  
                    (c) BancOklahoma Mortgage Corp., as Servicer <F1>
                    (d) Bank of America, as Servicer <F2>
                    (e) Chase Manhattan  Mortgage,  as  Servicer  <F1> 
                    (f) Flagship Bank fsb, as Servicer<F1> 
                    (g) GMAC Mortgage Corporation, as Servicer <F1>
                    (h) Knutson Mortgage Corporation, as Servicer <F1>
                    (i) Navy Federal Credit Union, as Servicer <F2>
                    (j) Norwest  Mortgage,  Inc., as Servicer <F1> 
                    (k) Ryland Mortgage  Company,  as Servicer <F1> 
                    (l) Seattle Mortgage Company, as Servicer <F1>
                    (m) The Greater New York Savings Bank, as Servicer <F2>


          99.3 Annual  Statements  of  Compliance  with  obligations  under  the
               Pooling Agreement or servicing agreement, as applicable, of:

                    (a) American City Mortgage Corproation, as Servicer<F1>
                    (b) America First Credit Union, as Servicer<F1>  
                    (c) BancOklahoma Mortgage Corp., as Servicer <F1>
                    (d) Bank of America, as Servicer <F2>
                    (e) Chase Manhattan  Mortgage,  as  Servicer  <F1> 
                    (f) Flagship Bank fsb, as Servicer<F1> 
                    (g) GMAC Mortgage Corporation, as Servicer <F1>
                    (h) Knutson Mortgage Corporation, as Servicer <F1>
                    (i) Navy Federal Credit Union, as Servicer <F2>
                    (j) Norwest  Mortgage,  Inc., as Servicer <F1> 
                    (k) Ryland Mortgage  Company,  as Servicer <F1> 
                    (l) Seattle Mortgage Company, as Servicer <F1>
                    (m) The Greater New York Savings Bank, as Servicer <F1>


<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 of this  report;  and (ii) will be included in a further  amendment  to the
Original Form 10-K to be filed within 30 days of the Reporting  Person's receipt
of such document.

Deloitte &
 Touche LLP
       (logo)       Suite 1800                        Telephone: (801) 328-4706
                    50 South Main Street              Facsimile: (801) 355-7515
                    Salt Lake City, Utah 84144-0458


INDEPENDENT ACCOUNTANTS' REPORT

To America First Credit Union:

We have examined  management's  assertion  about  America  First Credit  Union's
(AFCU)  compliance  with  the  minimum  servicing  standards  identified  in the
Mortgage Bankers  Association of America (UNIFORM SINGLE ATTESTATION PROGRAM FOR
MORTGAGE BANKERS (USAP) as of and for the year ended December 31, 1996  included
in the accompanying  management assertion.  Management is responsible for AFCU's
compliance with those minimum  servicing  standards.  Our  responsibility  is to
express an opinion on management's  assertion about AFCU'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 AFCU'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 AFCU's compliance with the minimum servicing standards.

In  our  opinion.   management's   assertion   that  AFCU   complied   with  the
aforementioned minimum servicing standards as of and for the year ended December
31, 1996 is fairly stated, in all material respects.

/s/ Deloitte & Touche LLP
February 19, 1997



DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL




(LOGO) ERNST & YOUNG LLP   
                           3900 One Williams Ctr. (74172)    Phone: 918 560 3600
                           P.O. Box 1529                     Fax:   918 560 3691
                           Tulsa, Oklahoma 74101



                        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 Board of Directors
BancOklahoma Mortgage Corp.



We have examined  management's  assertion that  BancOklahoma  Mortgage Corp. and
subsidiary (the "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, 1996,  included in the  accompanying  report  titled  REPORT OF  MANAGEMENT.
Management  is  responsible   for  the   Corporation's   compliance  with  those
requirements.  Our  responsibility  is to express  an  opinion  on  management's
assertion about the 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 the  Corporation'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 Corporation's compliance with specified requirements.

In our opinion,  management's  assertion that the Corporation  complied with the
aforementioned  requirements  during the year ended  December 31, 1996 is fairly
stated, in all material respects.

                                                           /s/ Ernst & Young LLP

March 7, 1997




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




                         1177 Avenue of the Americas      Telephone 212-596-7000
                         New York, NY 10036               Facsimile 212-596-8910


PRICE WATERHOUSE LLP                                                      (LOGO)

                        REPORT OF INDEPENDENT ACCOUNTANTS
March 28, 1997

To the Stockholder and Board of Directors
of Chase Manhattan Mortgage Corporation

We  have  examined   management's   assertion  about  Chase  Manhattan  Mortgage
Corporation's  (the   "Corporation")   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, 1996 included in the accompanying  management  assertion (see
Exhibit  I).  The  Corporation  performs  loan  subservicing  functions  for the
residential  loan  servicing  portfolios of Chase  Mortgage  Services,  Inc. and
Chemical  Mortgage  Company.  Management is  responsible  for the  Corporation's
compliance  with the  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 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 the Corporation's  compliance with the minimum servicing
standards.

In  our  opinion,   management's   assertion  that,   except  for  instances  of
noncompliance described in management's assertion, the Corporation complied with
the  aforementioned  minimum  servicing  standards  as of and for the year ended
December 31, 1996 is fairly stated, in all material respects.

Instances of  noncompliance  which occurred during 1996 are more fully discussed
in management's assertion which is set forth in Exhibit I.


/s/ Price Waterhouse LLP


(Logo)
    GEO. S. OLIVE & CO. LLC
    CERTIFIED PUBLIC ACCOUNTANTS

                        Independent Accountant's Report
Board of Directors
Flagship Bank fsb
San Diego, California

We have examined  management's  assertion  about Flagship Bank fsb'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 June 30, 1996  included in the  accompanying
management  assertion.   Management  is  responsible  for  Flagship  Bank  fsb'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 Flagship Bank fsb'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 Flagship Bank fsb's Compliance with the minimum servicing
standards.

In our opinion,  management's assertion that Flagship Bank fsb complied with the
aforementioned minimum servicing standards as of and for the year ended June 30,
1996 is fairly stated, in all material respects.

/s/Geo. S. Olive & Co. LLC
Evansville, Indiana
August 9, 1996



14TH FLOOR, CITIZENS BANK BUILDING, P.O. BOX 628, EVANSVILLE, INDIANA 47704-0628
                        (812)428-6500 FAX:(8l2)428-6545
 OFFICES LOCATED IN INDIANA AND ILLINOIS  MEMBER OF MOORES ROWLAND INTERNATIONAL




Deloitte &          
 Touche LLP          
       (logo)  Twenty-Fourth Floor                     Telephone: (215) 246-2300
               1700 Market Street                      Facsimile: (215) 569-2441
               Philadelphia, Pennsylvania 19103-3984                            

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
 GMAC Mortgage Corporation:

We have examined management's  assertion about GMAC Mortgage  Corporation's (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 December 31, 1996 included
in the accompanying management assertion and appendix. Management is responsible
for the Company's  compliance with those  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,  except as noted in the following paragraph and in the appendix
to  management's  assertion  letter,  management's  assertion  that the Company
complied with the aforementioned  minimum servicing  standards as of and for the
year ended December 31, 1996, is fairly stated in all material respects.

In two of thirty-two  selections made for collections  testing,  the Company did
not  satisfy  its  modification  of the  USAP  minimum  servicing  standard  for
contacting delinquent mortgagors within the prescribed time frames.


/s/ Deloitte & Touche LLP
February 28, 1997

DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL




                              ARTHUR ANDERSEN LLP


             REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON COMPLIANCE
                     WITH MINIMUM SERVICING STANDARDS (USAP)


To the Board of Directors of
Knutson Mortgage Corporation:

We have examined  management's  assertion about Knutson  Mortgage  Corporation's
(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 September 30, 1996 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 the  Company  complied  with the
aforementioned  minimum  servicing  standards  as of  and  for  the  year  ended
September 30, 1996 is fairly stated, in all material respects.


                                                         /s/ Arthur Andersen LLP




Minneapolis, Minnesota,
    December 23, 1996



                          KNUTSON MORTGAGE CORPORATION
                 Schedule of USAP Findings and Questioned Costs
                               September 30, 1996


1. FINDING:
   Reconciling  items are not being resolved within 90 days of identification
   - Account l6OO3
   - Account 10099


       MANAGEMENT RESPONSE

       It  is  the  Company's policy to  adhere to all  USAP requirements in the
       reconciling process.  The  specific  reconciling  items  found  to  be in
       noncompliance  were  to be resolved by September 15, 1996. To comply with
       this   requirement  going  forward, the  Company  has   implemented   new
       procedures for resolving  reconciling  items. Monthly  meetings  are held
       to  discuss  any items  still   outstanding   in their reviews  for items
       they  fail to  resolve  within 90 days.  Internal  audit will continue to
       monitor  for  compliance with USAP requirements through the course of our
       regularly scheduled audits.



KPMG Peat Marwick LLP
     2500 Ruan Center
     P.O. 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, 1996,  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, 1996, is fairly stated, in all material respects.


                                                       /s/ KPMG Peat Marwick LLP




January 15, 1997





          Member Firm of
          KPMG International



(logo) ERNST & YOUNG LLP
                            o One North Charles            o Phone: 410 539-7940
                            Baltimore, Maryland 21201


      REPORT ON MANAGEMENT'S ASSERTION ON COMPLIANCE WITH MINIMUM SERVICING
       STANDARDS SET FORTH IN THE UNIFORM SINGLE ATTESTATION PROGRAM FOR
                                MORTGAGE BANKERS



                         Independent Accountants' Report



Board of Directors
Ryland Mortgage Company

We  have  examined  management's  assertion  that  Ryland  Mortgage  Company  (a
wholly-owned  subsidiary of The Ryland Group,  Inc.) and  subsidiaries  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, 1996,  included in the  accompanying
report titled REPORT OF MANAGEMENT.  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 period ended December 31, 1996 is fairly
stated, in all material respects.

                                                          /s/ Ernst & Young LLP

January 31, 1997



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


Coopers                                 Coopers & Lybrand L.L.P
& Lybrand                               a professional services firm


Report of Independent Accountants
on Uniform Single Attestation Program

The Board of Directors
Seattle Mortgage Company

We have examined  management's  assertion about Seattle Mortgage Company and its
subsidiary's  (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
June 30, 1996 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.

Except as explained in the  following  paragraph,  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.

The  procedures  employed by the Company do not  include  maintaining  a copy of
property insurance  policies for mortgage loans serviced for others;  therefore,
our tests did not include tests relating to property insurance policies.

In our  opinion,  management's  assertion  that the  Company  complied  with the
aforementioned minimum servicing standards as of and for the year ended June 30,
1996  is  fairly  stated,  in all  material  respects.  Because  of the  matters
discussed in the preceding  paragraph,  the scope of our work was not sufficient
to  express,  and we do not  express,  an  opinion  on  the  appropriateness  of
maintaining  copies of property  insurance  policies for mortgage loans serviced
for others.

/s/ Coopers & Lybrand LLP
Seattle, Washington
August 30, 1996



   Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a
           limited liability association incorporated in Switzerland.




(LOGO) KPMG Peat Marwick LLP
            345 Park Avenue
            New York, NY 10154


                        INDEPENDENT ACCOUNTANTS' REPORT



The Board of Directors
The Greater New York Savings Bank:

We have examined management's  assertion about The Greater New York Savings Bank
and 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 year ended
December 31, 1996, 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  of  the  Bank's  compliance  with  the  minimum  servicing
standards.

In our opinion,  management's  assertion  that The Greater New York Savings Bank
compiled with the aforementioned  minimum servicing  standards as of and for the
year ended December 31, 1996 is fairly stated, in all materia1 respects.

                                                       /s/ KPMG Peat Marwick LLP



February 21, 1997

(logo) Member Firm of KPMG International


                                     (logo)
                                 AMERICA FIRST
                                  CREDIT UNION


As of and for the year ended  December  31,  1996, America  First  Credit Union
(AFCU)  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 year,
AFCU had in effect a fidelity bond and errors and omissions policy in the amount
of $10,000,000 and $500,000, respectively.




/s/ Rick Craig
Rick Craig, Executive Vice President                   February 19, 1997


/s/ Richard Syme                                       February 19, 1997
Richard Syme, Vice President, Controller

/s/ Ron Dille
Ron Dille, Mortgage Servicing Department Manager       February 19, 1997





                                WITH YOU IN MIND
 P.O. BOX 9199, OGDEN, UT 84409 (801) 627-0900 SALT LAKE CITY, UT (801) 966-5553
                  WATS-IN-STATE AND OUT-OF-STATE 1-800-999-3961
                              www.americafirst.com




(LOGO) BANCOKLAHOMA MORTGAGE CORP.

       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



The Board of Directors
BancOklahoma Mortgage Corp.



We, as members of management of BancOklahoma  Mortgage Corp. and subsidiary (the
"Corporation"),  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
Corporation's  compliance with the minimum  servicing  standards as set forth in
the USAP as of  December  31,  1996 and for the year then  ended.  Based on this
evaluation,  we assert  that  during  the year  ended  December  31,  1996,  the
Corporation complied with the minimum servicing standards set forth in the USAP.


As of and for the same period, the Corporation had in effect a fidelity bond and
errors and omissions policy in the amount of $15,000,000.



March 7, 1997

/s/ David L. Laughlin                             /s/ James S. Marshall, Jr.
David L. Laughlin                                 James S. Marshall, Jr.
President                                         Senior Vice President & CFO


                                                                              17




                                  (logo) CHASE



                                                                       EXHIBIT I



                             MANAGEMENT'S ASSERTION

As of and for the year ended  December 31, 1996,  except as  specifically  noted
below, Chase Manhattan Mortgage  Corporation  ("CMMC"),  Chase Mortgage Services
Incorporated   ("CMSI")  and  Chemical   Mortgage  Company   ("CMC")  and  their
subsidiaries (collectively, the "Group") has  complied in all  material respects
with the  minimum  servicing  standards  (the  "Standard(s)")  set  forth in the
Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR
MORTGAGE  BANKERS  (USAP).  During the year ended  December  31,  1996,  certain
instances of non-compliance with the Standards occurred.  Except as specifically
noted,  the  following  instances  of  non-compliance  have  been  remedied  and
procedural enhancements have been implemented.



BANK ACCOUNTS

         STANDARD: CUSTODIAL  BANK ACCOUNTS  AND RELATED  BANK CLEARING  ACCOUNT
         RECONCILIATION  SHALL BE PREPARED WITHIN FORTY-FIVE (45) DAYS AFTER THE
         CUTOFF DATE AND  DOCUMENTED  RECONCILING  ITEMS SHALL BE RESOLVED  FROM
         THESE  RECONCILIATIONS  WITHIN  NINETY  (90)  CALENDAR  DAYS  OF  THEIR
         ORIGINAL IDENTIFICATION.

         Certain of the Group's  custodial  accounts and related  bank  clearing
         accounts  were not  consistently  reconciled  within 45 days during the
         year. In addition,  reconciling items documented on the reconciliations
         were not always  resolved within 90 days after  identification.  Weekly
         management  reviews have been initiated for the higher volume  accounts
         to ensure  reconciliations  are  performed  and  reconciling  items are
         cleared  in  accordance  with the  Standards  and new  company  policy.
         Specific project plans have been placed in operation to ensure that the
         population  of  reconciling  items is worked  and  eventually  cleared.
         Additionally,  work orders for technological enhancements to facilitate
         the reconciliation process are being developed.


DISBURSEMENTS

         STANDARD: UNISSUED  CHECKS  SHALL  BE  SAFEGUARDED  SO AS  TO  PREVENT
         UNAUTHORIZED ACCESS.

         Controls surrounding the Corporation's  safeguarding of unissued checks
         were determined to be inadequate.  There was limited accountability for
         checks printed and issued,  and multiple employees had system access to
         reprint  checks.  In  addition,  blank  checks for  various  disbursing
         amounts do not have pre-printed  serial numbers which would enable area
         management to effectively  track missing and voided checks.  Management
         has  requested  new checks  with  pre-printed  serial  numbers on them.
         Additionally,  management  has placed into operation new scanners to be
         installed  on the  Corporation's  check  printers,  which  will  enable
         management to print detailed  reports on check  printing,  handling and
         reconciliation via the printer account logs.



                                  (logo) CHASE



MORTGAGOR LOAN ACCOUNTING

         STANDARD: ESCROW ACCOUNTS SHALL BE ANALYZED, IN ACCORDANCE WITH THE
         MORTGAGOR'S LOAN DOCUMENTS, AT LEAST ON AN ANNUAL BASIS.

         During 1996,  there were instances in which an escrow  analysis was not
         performed on certain loans within the required  12-month  cycle.  These
         exceptions  were  primarily  attributed  to  missing  tax or  insurance
         details  required by area  management to effectively  perform an escrow
         analysis.  Management  is currently  utilizing  tracking  worksheets to
         accelerate the information gathering  process and is investigate system
         upgrades to enable it to more  efficiently  perform the required escrow
         analyses within the established timeframe.

Management believes it has taken definitive actions and implemented controls and
procedures to address and correct the instances of noncompliance  which occurred
during 1996.

As of and for the year ended  December 31, 1996, the  Corporation  had in effect
fidelity bond and errors and omissions  policies in the amounts of  $200,000,000
and $25,000,000, respectively.


/s/ Thomas Jacob                                  3-25-97
Thomas Jacob                                      Date
Chief Executive Officer

/s/ Steve Rotella                                 3-24-97
Steve Rotella                                     Date
Executive Vice President

/s/ Glenn Mouridy                                 3-25-97
Glenn Mouridy                                     Date
Executive Vice President
Chief Financial Officer

/s/ Lucy Gambino                                  3-24-97
Lucy Gambino                                      Date
Asisstant Vice President - Risk Management        

As of and for the year ended June 30,  1996,  Flagship  Bank fsb 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,  Flagship  Bank fsb had in
effect a  fidelity  bond and  errors  and  omissions  policy  in the  amount  of
$1,500,000.


/s/ Vincent Kasperick
Vincent Kasperick
President/Chief Executive Officer

SEPTEMBER 24, 1996
Date

/s/ Leslie Levinson
Leslie Levinson
Senior Vice President/Chief Financial Officer

SEPTEMBER 6, 1996
Date

/s/ Sheryl Thomas
Sheryl Thomas
Assistant Vice President/Loan Servicing

SEPTEMBER 24, 1996
Date




GMAC MORTGAGE CORPORATION
100 Witmer Road
P.O. Box 963
Horsham, PA 19044-0963
                                                                        GMAC
                                                                        MORTGAGE


February 28, 1997

As of and for the year ended  December  31,  1996, except as  described in the
attached  appendix,  GMAC  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 (USAP) for Mortgage
Bankers. As of and for this same period, GMAC Mortgage Corporation had in effect
a fidelity bond and errors and omissions policy in the amount of $60,000,000.


/s/ Edward D. Hughes
Edward D. Hughes
Senior Vice President
Servicing Administration


                                    APPENDIX

Management's  assertions  are modified by the following  items which are derived
from USAP to  standards  consistent  with Company  policy,  or were noted in the
audit  of   management's   assertions  by  our  independent   certified   public
accountants.



*  The company  completes the  overwhelming  majority  (although not all) of its
   reconciliations  in accordance  with USAP  procedure I.1 (subpoint 2). During
   1996, over 95% of all  reconciliations  were completed  within 45 days of the
   related cutoff date.

*  The company  modifies USAP procedure I. 1 (subpoint 4) to be consistent  with
   our practice of delaying  reconciling  item resolution  beyond ninety days of
   their  original  identification,  if certain  prudent  criteria are met. If a
   reconciling  item is being pursued with another  party,  and has received the
   assigned manager's concurrence as a valid outstanding item, it is not cleared
   from the  reconciliation  until the amount is  resolved  with the  applicable
   party.

*  GMAC Mortgage contacts  delinquent  customers at various intervals during the
   month. Individual contact with all delinquent customers may not fall strictly
   within the timeframes  published in investor  guidelines,  however,  required
   contacts  are  initiated  by each  month  end and  continued  as  appropriate
   thereafter.  The majority of contacts and the overall  process of  initiating
   contact  with  delinquent  customers  does  generally  meet  stated  investor
   timeframes.


                                     (logo)
                                    KNUTSON
                              MORTGAGE CORPORATION



As of and for the year ended September 30, 1996,  Knutson  Mortgage  Corporation
has  complied  with the minimum  servicing  standards  set forth in the Mortgage
Bankers  Association of Americas UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE
BANKERS.  As of and for this same period,  Knutson  Mortgage  Corporation had in
effect a  fidelity  bond and  errors  and  omissions  policy  in the  amount  of
$9,000,000.


/s/ Douglas M. Winn
Douglas M. Winn
Senior Vice President
Chief Financial Officer


December 30, 1996
Date



  3001 METRO DRIVE / SUITE 400 / MINNEAPOLIS, MINNESOTA 55425 / (612) 204-2600




(logo) NORWEST MORTGAGE                                   Norwest Mortgage, Inc.
                                                          Home Campus
                                                          Des Moines, IA 50328
                                                          515/221-7300



                              Management Assertion

As of and for the period ended December 31, 1996,  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 this same period,  Norwest Mortgage
Banking  had in effect a fidelity  bond and errors and  omissions  policy in the
amount of $20 Million.




/s/ Mark Oman                                          January 15, 1997
Mark Oman, President and CEO                           Date

/s/ Alta Jones                                         January 15, 1997
Alta Jones, Senior Vice President & CFO                Date

/s/ Cara Heiden                                        January 15, 1997
Cara Heiden, Executive Vice President, Loan Admin.     Date



NMFL #0820H 5/96

                                               (logo) RYLAND
                                                       MORTGAGE

                                                      11000 Broken Land Parkway
                                                      Columbia, Maryland
                                                      21044-3562

                                                      410 715-7500 Tel
                                                      410 715-7905 Fax




     Management's  Assertion  on  Compliance  with  Minimum  Servicing
     Standards Set Forth in the UNIFORM SINGLE ATTESTATION PROGRAM FOR
                                MORTGAGE BANKERS



                              REPORT OF MANAGEMENT



We,  as  members  of  management  of Ryland  Mortgage  Company  (a  wholly-owned
subsidiary of The Ryland group,  Inc.) and  subsidiaries,  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, 1996 and for the year then
ended.  Based on this evaluation,  we assert that during the year ended December
31, 1996, the Company complied with the minimum servicing standards set forth in
the USAP.

As of and for this same period, Ryland Mortgage Company had in effect a fidelity
bond and errors and  omissions  policy in the  amounts  of $15  million  and $10
million respectively.



Very truly yours,

/s/ Michael C. Brown
Michael C. Brown
President of Ryland Mortgage Company and Subsidiaries

/s/ Walter Z. Rigsbee
Walter Z. Rigsbee
Senior Vice President of Ryland Mortgage Company

/s/ Patricia S. Gloth
Patricia S. Gloth
Vice President of Financial Operations

(logo) SEATTLE                                             Administrative Office
       MORTGAGE                                      229 Queen Anne Avenue North
       A MORTGAGE BANKER                                       Seattle, WA 98109
                                                        Toll Free 1-800-643-6610
                                                                  (206) 281-1500
                                                              Fax (206) 281-5315
                                                  http://www.seattlemortgage.com

                              Management Assertion




Except for as stated in the following  paragraph,  Seattle  Mortgage Company and
Subsidiary  (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 for the
year ended June 30, 1996.

The  procedures  employed by the Company do not  include  maintaining  a copy of
property insurance  policies for mortgage loans serviced for others;  therefore,
our tests did not include tests relating to property insurance policies.

As of and for this same period, the Company had in effect a fidelity bond in the
amount  of  $1,750,000  and an errors  and  omissions  policy  in the  amount of
$2,000,000.


/s/ Randall L. Weber
Randall L. Weber
Executive Vice President, Seattle Mortgage Company

/s/Don Delzell
Don Delzell
Vice President Servicing, Seattle Mortgage Company



Dated: September 20, 1996




  AMERICAN
CITY MORTGAGE
 CORPORATION

Norwest Bank Minnesota, N.A.
11000 Broken Land Pkwy
Columbia, MD 21044-3562
Attention: Tracey Waldman



RE: Officer's Certificate

Dear Master Servicer:

The undersigned Officer certifies the following for the 1996 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/Servicng 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  Mortgage  Property,  have  been  paid  and  that all such
     insurance policies are in full force and effect;

(E)  All real  estate  taxes,  governmental  assessment  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  6050J  and  6050P  of the  Internal  Revenue  Code,
     respectively, have been prepared and filed.

Certified By:

/s/ Lee M. Gross
Officer

CFO
Title

5/22/97
Date






                             FHA O VA O CONVENTIONAL
        CORPORATE OFFICE: 20501 SOUTH AVALON BOULEVARD, CARSON, CA 90746
                          310/380-6300  800/366-2262



                                     (logo)
                                 AMERICA FIRST
                                  CREDIT UNION



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

RE: Officer's Certificate

Dear Master Servicer:

The undersigned Officer certifies the following for the 1996 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  6050J and 6050P  of the  Internal  Revenue  Code,
        respectively, have been prepared and Filed.



Certified By:

/s/Rex Rollo
Officer

Vice President
Title

18 April 1997
Date


                               WE BELONG TOGETHER!
P.O. BOX 9199, OGDEN, UT 84409 (801) 627-0900 SALT LAKE CITY, UT (801) 966-5553
WATS-IN-STATE AND OUT-OF-STATE 1-800-999-3961


(logo) BANCOKLAHOMA MORTGAGE CORP.

       P.O. Box 35688
       7060 South Yale
       Tulsa, Oklahoma 74153

May 20, 1997

Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD
Attn: Tracey Waldman



Re: Officers Certificate

Dear Master Servicer:

The undersigned Officer certifies the following for the 1996 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 it 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  (if
applicable) and Primary Mortgage Insurance (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.;

(logo)

(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 6050J and 6050P of the Internal Revenue Code, respectively,
have been prepared and filed.



Certified By:

/s/ Barry Bell
Barry Bell

Sr. Vice President
Title

May 20, 1997
Date




                                  (logo) CHASE

CHASE MANHATTAN MORTGAGE CORPORATION
200 Old Wilson Bridge Road 
Worthington,  OH 43085-8500 
1-800-848-9136 Customer Service
1-800-582-0542 TDD / Text Telephone

Ms Kristen Cronin
Norwest Bank Minnesota, N. A.
Attn: Master Servicing Department
11000 Broken Land Parkway
Columbia, MD 21044

RE: ANNUAL CERTIFICATION

Dear Ms Cronin:

Pursuant to the servicing  agreement,  the undersigned  Officer certifies to the
following:

a)       All hazard  (or  mortgage  impairment,  if  applicable)  flood or other
         casualty  insurance and primary mortgage guaranty  insurance  premiums,
         taxes, ground rents, assessments and other changes have been paid by/in
         connection with the Mortgaged Properties;

b)       All property inspections have been completed;

c)       Compliance relative to Adjustable Rate Mortgages have been met;

d)       Compliance  with  IRS  Foreclosure  reporting  regulations  enacted  as
         IRS  Section  6060J  by the  Deficit Reduction  Act, regarding Acquired
         and/or Abandonment property have been completed;

e)       All loans CMMC services in state that  have statutes requiring  payment
         of  interest  on  escrow/impound accounts have been completed;

f)       That such 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 are in full force and effect.

g)       Enclosed is a copy of our most recent independent audit statement.



CERTIFIED BY: /s/ Lucy P. Gambino DATE: March 28, 1997
              Lucy P. Gambino
              Assistant Vice President
              Chase Manhattan Mortgage Corporation
              200 Old Wilson Bridge Road
              Worthington, OH 43085



S:/rishare/offcert.doc



(logo) Norwest                                                         FORM 3000
                                                       ANNUAL CERTIFICATIONS FOR
                                                  MORTGAGES SERVICED FOR NORWEST



     I HEREBY CERTIFY THAT THIS COMPANY'S MORTGAGE OPERATIONS HAVE BEEN EXAMINED
     BY AN INDEPENDENT ACCOUNTANT AND AM PROVIDING A COPY OF THE REPORT.

     I HEREBY CERTIFY THAT THIS COMPANY HAS THE REQUIRED FIDELITY AND ERRORS AND
     OMISSIONS  COVERAGE  AND THAT  NONE OF OUR  PRINCIPAL  OFFICERS  HAVE  BEEN
     REMOVED FROM THE  COVERAGE - OR, IF SO, THAT A DIRECT  SURETY BOND HAS BEEN
     OBTAINED;

     I HEREBY CERTIFY THAT THIS COMPANY HAS REPORTED  INFORMATION  PERTAINING TO
     CERTAIN REAL ESTATE TRANSACTIONS IN COMPLIANCE WITH IRS REQUIREMENTS;

     I HEREBY  CERTIFY  THAT THIS  COMPANY HAS PAID ALL HAZARD,  FLOOD, OR OTHER
     CASUALTY  INSURANCE OR MORTGAGE  INSURANCE  PREMIUMS,  TAXES,  GROUND RENT,
     ASSESSMENTS AND OTHER CHARGES;

     I HEREBY  CERTIFY  THAT  THIS  COMPANY  IS IN  COMPLIANCE  WITH  ANY  LAWS,
     REGULATIONS,   OR  CONTACTS  THAT  REQUIRE   PAYMENT  OF  INTEREST  ON  THE
     MORTGAGORS' ESCROW DEPOSIT ACCOUNTS;

     I HEREBY CERTIFY THAT THIS COMPANY HAS REPORTED  CERTAIN  INFORMATION  THAT
     PERTAINS TO DELINQUENT AND FORECLOSED  MORTGAGES TO THE APPROPRIATE  CREDIT
     BUREAUS AS REQUIRED;

     I HEREBY  CERTIFY THAT THIS COMPANY IS COMPLYING WITH THE  REQUIREMENTS  OF
     EXECUTIVE  ORDER 11246 AS IT RELATES TO EQUAL  EMPLOYMENT  OPPORTUNITY  AND
     NONDISCRIMINATION  AGAINST DISABLED VETERANS,  VETERANS OF THE VIETNAM ERA,
     AND HANDICAPPED INDIVIDUALS;

     I HEREBY  CERTIFY  THAT THIS COMPANY IS  COMPLYING  WITH 12 U.S.C.  SECTION
     17O1X WHICH  REQUIRES  SERVICERS TO NOTIFY  ELIGIBLE  DELINQUENT  BORROWERS
     WHOSE MORTGAGES ARE SECURED BY SINGLE-FAMILY PROPERTIES OF THE AVAILABILITY
     OF  HOMEOWNERSHIP  COUNSELLING  SERVICES  THAT CAN ASSIST  THEM IN BECOMING
     CURRENT IN THEIR MONTHLY PAYMENTS AND IN OBTAINING  INFORMATION ABOUT OTHER
     ASPECTS OF FINANCIAL MANAGEMENT;

     I HEREBY  CERTIFY  THAT THIS  COMPANY IS PROPERLY  LICENSED  (OR  OTHERWISE
     AUTHORIZED) TO ORIGINATE, SELL, OR SERVICE RESIDENTIAL MORTGAGES IN EACH OF
     THE JURISDICTIONS IN WHICH IT DOES BUSINESS;

     I HEREBY  CERTIFY THAT THE  CUSTODIAL  DEPOSITORIES  THAT THIS COMPANY USES
     MEET NORWEST ELIGIBILITY CRITERIA.

      *    USE ADDITIONAL SHEET TO EXPLAIN EXCEPTION(S) TO ANY 
           CERTIFICATION MADE ABOVE.



                                        SERVICER Flagship Bank, FSB
                                        BY /s/ X
                                        TITLE Asst. V.P. Loan Service Manager
                                        DATE 9-3-96


           NORWEST FORM #3000 8/94




GMAC Mortgage Corporation
100 Witmer Road
P.O. Box 963
Horsham, PA 19044-0963


                                                                        GMAC
                                                                        MORTGAGE
March 31, 1997


Norwest Bank Minnesota, N.A.
Andy Rosenfeld
Securities Administration Services
11000 Broken Land Parkway
Columbia, Md 21044-3562
Control3O87

                         ANNUAL STATEMENT OF COMPLIANCE


This is to certify that a review of the activities of GMAC Mortgage  Corporation
for the calendar year 1996 has been made and to the best of my  knowledge,  GMAC
Mortgage  Corporation has fulfilled all its  obligations  under the terms of the
Servicing Agreement.


/s/ Joanne Moore-Baird
Joanne Moore-Baird
Assistant Vice President
Contract Administration




KNUTSON MORTGAGE CORPORATION
3001 METRO DR #400
BLOOMINGTON MN 55425




RE: Officer's Certificate

Dear Master Servicer :

The  undersigned  Officer  certifies  the  following  for the fiscal year ending
September 30, 1996:

(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 property funded; and

(G)     All annual reports of Foreclosure and  Abandonment of Mortgage  Property
        required  per  section  6050J and 6050P of the  Internal  Revenue  Code,
        respectively, have been prepared and filed.



Certified By :

/s/ Mary L. Sullivan
Officer Mary L. Sullivan

Vice President
Title

1-9-97
Date


                                                       NORWEST MORTGAGE, INC.
                                                       405 S.W. 5th Street
                                                       Des Moines, IA 50328

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


RE: Officer's Certificate

Dear Master Servicer:

The undersigned Officer certifies the following for the 1996 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  6050J and 6050P of the  Internal  Revenue  Code,
        respectively, have been prepared and filed.



Certified By:
/s/ John B. Brown
Officer

Vice President
Title

3-18-97
Date

                                                       (logo) RYLAND
                                                              MORTGAGE


                                                       11000 Broken Land Parkway
                                                       Columbia, Maryland
                                                       21044-3562
                                                       410 715-7500 Tel



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

RE: Officer's Certificate

Dear Master Servicer:

The undersigned Officer certifies the following for the 1996 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  6050J  and  6050P  of  the  Internal  Revenue  Code,
    respectively, have been prepared and filed.



Certified By:
/s/ Michele Drury
Officer MICHELE DRURY

TITLE  VICE PRESIDENT OF LOAN ADMIN.

MAY 13, 1997
Date

(logo) Norwest                                                         FORM 3000
                                                       Annual Certifications For
                                                  Mortgages Serviced For Norwest


    I HEREBY CERTIFY THAT THIS COMPANY'S MORTGAGE  OPERATIONS HAVE BEEN EXAMINED
    BY AN INDEPENDENT ACCOUNTANT AND AM PROVIDING A COPY OF THE REPORT;

    I HEREBY CERTIFY THAT THIS COMPANY HAS THE REQUIRED  FIDELITY AND ERRORS AND
    OMISSIONS COVERAGE AND THAT NONE OF OUR PRINCIPAL OFFICERS HAVE BEEN REMOVED
    FROM THE COVERAGE - OR, IF SO, THAT A DIRECT SURETY BOND HAS BEEN OBTAINED;

    I HEREBY  CERTIFY THAT THIS COMPANY HAS REPORTED  INFORMATION  PERTAINING TO
    CERTAIN REAL ESTATE TRANSACTIONS IN COMPLIANCE WITH IRS REQUIREMENTS;

    I HEREBY  CERTIFY  THAT THIS  COMPANY HAS PAID ALL HAZARD,  FLOOD,  OR OTHER
    CASUALTY  INSURANCE OR MORTGAGE  INSURANCE  PREMIUMS,  TAXES,  GROUND RENTS,
    ASSESSMENTS AND OTHER CHARGES;

    I  HEREBY  CERTIFY  THAT  THIS  COMPANY  IS IN  COMPLIANCE  WITH  ANY  LAWS,
    REGULATIONS,   OR  CONTRACTS  THAT  REQUIRE   PAYMENT  OF  INTEREST  ON  THE
    MORTGAGORS' ESCROW DEPOSIT ACCOUNTS;

    I HEREBY  CERTIFY THAT THIS COMPANY HAS REPORTED  CERTAIN  INFORMATION  THAT
    PERTAINS TO DELINQUENT AND FORECLOSED  MORTGAGES TO THE  APPROPRIATE  CREDIT
    BUREAUS AS REQUIRED;

    I HEREBY  CERTIFY THAT THIS COMPANY IS COMPLYING  WITH THE  REQUIREMENTS  OF
    EXECUTIVE  ORDER  11246 AS IT RELATES TO EQUAL  EMPLOYMENT  OPPORTUNITY  AND
    NONDISCRIMINATION  AGAINST DISABLED  VETERANS,  VETERANS OF THE VIETNAM ERA,
    AND HANDICAPPED INDIVIDUALS;

    I HEREBY CERTIFY THAT THIS COMPANY IS COMPLYING WITH 12 U.S.C. SECTION 1701X
    WHICH  REQUIRES  SERVICERS TO NOTIFY  ELIGIBLE  DELINQUENT  BORROWERS  WHOSE
    MORTGAGES ARE SECURED BY  SINGLE-FAMILY  PROPERTIES OF THE  AVAILABILITY  OF
    HOMEOWNERSHIP  COUNSELLING SERVICES THAT CAN ASSIST THEM IN BECOMING CURRENT
    IN THEIR MONTHLY PAYMENTS AND IN OBTAINING  INFORMATION  ABOUT OTHER ASPECTS
    OF FINANCIAL MANAGEMENT;

    I HEREBY  CERTIFY  THAT THIS  COMPANY IS  PROPERLY  LICENSED  (OR  OTHERWISE
    AUTHORIZED) TO ORIGINATE,  SELL, OR SERVICE RESIDENTIAL MORTGAGES IN EACH OF
    THE JURISDICTIONS IN WHICH IT DOES BUSINESS;

    I HEREBY CERTIFY THAT THE CUSTODIAL DEPOSITORIES THAT THIS COMPANY USES MEET
    NORWEST ELIGIBILITY CRITERIA.

    * USE ADDITIONAL SHEET TO EXPLAIN EXCEPTION(S) TO ANY CERTIFICATION MADE
      ABOVE.




                                        SERVICER SEATTLE MORTGAGE COMPANY
                                        BY /s/ Don Delzell
                                        TITLE Vice President
                                              Loan Servicing Department
                                        DATE  10-2-96


        NORWEST FORM #3000 6/94




                                                              (logo) THE GREATER

The Greater New York Savings Bank
211 Station Road
Mineola, NY 11501
Telephone 516 663-6700

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

RE: Officer's Certificate

Dear Master Servicer:

The undersigned Officer certifies the following for the 1996 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  Mortgage  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 Custodian Accounts have been reconciled and are properly funded; and

(G) All annual  reports of  Foreclosure  and  Abandonment  of Mortgage  Property
    required  per  section  6050J  and  6050P  of  the  Internal  Revenue  Code,
    respectively, have been prepared and filed.



Certified by:

/s/ Maryann Capone
Maryann Capone
First Vice President
May 22, 1997




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