DELTA FUNDING CORP /DE/
8-K, 1997-03-26
BLANK CHECKS
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<PAGE>


                      SECURITIES AND EXCHANGE COMMISSION
                                       
                            Washington, D.C. 20549
                                       
                                     -----
                                       
                                       
                                   FORM 8-K
                                       
                                CURRENT REPORT
                                       
                       PURSUANT TO SECTION 13 OR 15 (d)
                                       
                    OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) March 25, 1997

                            Delta Funding Corporation
             (Exact name of registrant as specified in its charter)

       New York                         333-3418                   11-2609517
(State or other jurisdiction           (Commission               (IRS Employer
 of incorporation)                     File Number)                  ID Number)

1000 Woodbury Road, Woodbury,  New York                          11797
 (Address of principal executive offices)                      (Zip Code)

Registrant's Telephone Number,
 including area code:                                        (516) 364-8500

                                      N/A
         (Former name or former address, if changed since last report)

<PAGE>



Item 5.  Other Events

Filing of Computational Materials and Consent of Independent Accountants.

                  This Current Report on Form 8-K is being filed to file a copy
of the Computational Materials (as defined below) prepared by Lehman Brothers
Inc. and distributed by Lehman Brothers Inc. and Donaldson, Lufkin & Jenrette
Securities Corporation, as the underwriters, in connection with the issuance by
Delta Funding Home Equity Loan Trust 1997-1 of Home Equity Loan Asset-Backed
Certificates, Series 1997-1. The term "Computational Materials" shall have the
meaning given in the No-Action Letter of May 20, 1994 issued by the Securities
and Exchange Commission (the "SEC") to Kidder, Peabody Acceptance Corporation I,
Kidder, Peabody & Co. Incorporated and Kidder Structured Asset Corporation, as
made applicable to other issuers and underwriters by the Commission in response
to the request of the Public Securities Association dated May 24, 1994, and the
supplemented in the No-Action Letter of February 17, 1995 issued by the SEC to
the Public Securities Association.

                  Also included for filing as Exhibit 23.1 attached hereto is
the Consent of Coopers & Lybrand L.L.P., independent accountants for MBIA
Insurance Corporation.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

          8.1     Opinion of Stroock & Stroock & Lavan LLP regarding certain tax
                  matters.

         23.1     Consent of Coopers & Lybrand L.L.P.

         23.2     Consent of Stroock & Stroock & Lavan LLP (included in
                  Exhibit 8.1).

         99.1     Computational Materials.

<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.

                            DELTA FUNDING CORPORATION

                              By: /s/ Richard Blass
                                  -----------------------
                                  Name:  Richard Blass
                                  Title: Senior Vice President


Dated:  March 25, 1997

<PAGE>

                                  EXHIBIT INDEX

Exhibit                                                                Page

 8.1     Opinion of Stroock & Stroock & Lavan LLP regarding certain 
         tax matters.

23.1     Consent of Coopers & Lybrand L.L.P.

23.2     Consent of Stroock & Stroock & Lavan LLP (included in 
         Exhibit 8.1).

99.1     Computational Materials.



<PAGE>

                                                                   Exhibit 8.1


                          Stroock & Stroock & Lavan LLP

                                 180 Maiden Lane

                          New York, New York 10038-4982

March 25, 1997

Delta Funding Corporation
1000 Woodbury Road
Woodbury, New York  11797

Re:      Delta Funding Corporation
         Registration Statement on Form S-3

         (No. 333-3418)

Ladies and Gentlemen:

We have acted as counsel for Delta Funding Corporation ("Delta") in connection
with the issuance of $235,000,000 aggregate principal amount of Delta Funding
Home Equity Loan Trust 1997-1 of Home Equity Loan Asset-Backed Certificates,
Series 1997-1 (the "Certificates"). A Registration Statement on Form S-3
relating to the Certificates (No. 333-3418) (the "Registration Statement") has
been filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), and was declared effective on
January 17, 1997. As set forth in the Prospectus dated March 21, 1997 and the
Prospectus Supplement dated March 21, 1997, the Certificates will be issued by a
trust established by Delta pursuant to the provisions of a Pooling and Servicing
Agreement dated as of February 28, 1997 (the "Pooling and Servicing Agreement")
between Delta, as Seller and Servicer, and Bankers Trust Company of California,
N.A., as Trustee.

We have examined a form of the Pooling and Servicing Agreement, a form of the
Certificates, and a form of the Prospectus and Prospectus Supplement referred to
above. We also have examined such other documents, papers, statutes and
authorities as we have deemed necessary to form the basis for the opinions
hereinafter expressed. In our examination of such material, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to original documents of copies of documents
submitted to us.

On the basis of the foregoing, we are of the opinion that the information in the
Prospectus Supplement under the caption "Federal Income Tax Considerations," and
in the Prospectus under the caption "Federal Income Tax Considerations," to the
extent that it constitutes matters of law 


<PAGE>



or legal conclusions, is correct in all material respects.

This opinion is based on current provisions of the Internal Revenue Code of
1986, as amended, the Treasury regulations promulgated thereunder, and judicial
and administrative interpretations thereof.

Except as provided below, this opinion is solely for the benefit of the
addressee hereof and may not be relied upon in any manner by any other person or
entity.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in the Prospectus Supplement,
and to the filing of this opinion as an exhibit to an application made by or on
behalf of Delta or any dealer in connection with the registration of the
Certificates under the securities or blue sky laws of any state or jurisdiction.
In giving such permission, we do not admit hereby that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the General Rules and Regulations of the Securities and Exchange
Commission thereunder.


Very truly yours,

/s/ Stroock & Stroock & Lavan LLP

STROOCK & STROOCK & LAVAN LLP



<PAGE>


                                                                   EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We consent to the incorporation by reference in this Prospectus
Supplement of our report dated January 22, 1996, on our audits of the
consolidated financial statements of MBIA Insurance Corporation and Subsidiaries
as of December 31, 1995 and 1994 and for each of the three years in the period
ended December 31, 1995. We also consent to the reference to our firm under the
caption "Experts".



                                               /s/ Coopers & Lybrand L.L.P.
                                               -------------------------------
                                               Coopers & Lybrand L.L.P.

March 19, 1997
New York, New York



<PAGE>


                                                                EXHIBIT 99.1


<PAGE>


                                 LEHMAN BROTHERS

                               DERIVED INFORMATION

                            $235,000,000 Certificates

                   Delta Funding Home Equity Loan Trust 1997-1

                           Delta Funding Corporation,
                             as Seller and Servicer

- --------------------------------------------------------------------------------
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
by the recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
description of the securities or underlying assets, the information contained in
the Offering Document).

<PAGE>

LEHMAN BROTHERS

Securities Offered:

<TABLE>
<CAPTION>
To Maturity:
- --------------------------------------------------------------------------------------------------------------------
                                                   Approx.     Estimated      Estimated      Expected      Stated
 Securities    Expected    Group                  Expected     WAL/MDUR       Principal   Final Maturity   Final
  (1) (2)        Size       No.      Benchmark      Price        (yrs)       Pmt. Window                  Maturity
- --------------------------------------------------------------------------------------------------------------------
<S>          <C>           <C>       <C>          <C>         <C>            <C>          <C>             <C>  
 Class A-1   $83,709,000     I             Curve    99.992%    1.05/0.98      25 months      4/25/99      1/25/12
 Class A-2   $54,267,000     I          3 Yr Tsy    99.989%    3.07/2.67      30 months      9/25/01      5/25/15
 Class A-3   $14,084,000     I          5 Yr Tsy    99.996%    5.10/4.13      18 months      2/25/03      8/25/18
 Class A-4   $10,374,000     I             Curve    99.982%    7.20/5.38      42 months      7/25/06      8/25/23
 Class A-5   $11,966,000     I         10 Yr Tsy    99.989%   11.88/7.52      68 months      2/25/12      5/25/28
 Class A-6   $23,600,000     I             Curve    99.983%    6.52/4.98     142 months      1/25/12      5/25/28
 Class A-7   $37,000,000    II        1 mo LIBOR   100.000%      3.56        216 months      3/25/15      5/25/28
- --------------------------------------------------------------------------------------------------------------------

<CAPTION>
To 10% Call:
- --------------------------------------------------------------------------------------------------------------------
                                                   Approx.     Estimated      Estimated      Expected      Stated
 Securities    Expected    Group                  Expected     WAL/MDUR       Principal   Final Maturity   Final
  (1) (2)        Size       No.      Benchmark      Price        (yrs)       Pmt. Window                  Maturity
- --------------------------------------------------------------------------------------------------------------------
<S>          <C>           <C>       <C>          <C>          <C>           <C>          <C>             <C>  
 Class A-1   $83,709,000     I             Curve    99.992%    1.05/0.98      25 months      4/25/99      1/25/12
 Class A-2   $54,267,000     I          3 Yr Tsy    99.989%    3.07/2.67      30 months      9/25/01      5/25/15
 Class A-3   $14,084,000     I          5 Yr Tsy    99.996%    5.10/4.13      18 months      2/25/03      8/25/18
 Class A-4   $10,374,000     I             Curve    99.982%    7.05/5.30      29 months      6/25/05      8/25/23
 Class A-5   $11,966,000     I         10 Yr Tsy    99.989%    8.24/5.92       1 month       6/25/05      5/25/28
 Class A-6   $23,600,000     I             Curve    99.983%    6.36/4.90      63 months      6/25/05      5/25/28
 Class A-7   $37,000,000    II        1 mo LIBOR   100.000%      3.30         99 months      6/25/05      5/25/28
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) All securities are rated AAA/Aaa by S&P and Moody's.

2)  Prepayments are sized at 120% for Group I and 125% for Group II of the
    prepayment assumption. A 100% prepayment assumption assumes that prepayments
    start at 4% CPR in month one, increase by 1.455% each month to 20% CPR by
    month 12, and remain at 20% CPR thereafter.


- --------------------------------------------------------------------------------
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this

information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
by the recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
description of the securities or underlying assets, the information contained in
the Offering Document).


<PAGE>

LEHMAN BROTHERS


                              Projected Performance
                      Under Varying Prepayment Assumptions

Group I Certificates to Maturity

<TABLE>
<CAPTION>
    ------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>          <C>             <C>          <C>            <C>           <C>
    % of Prepayment Assumption               50.0%         75.0%        100.0%        120.0%        150.0%        200.0%
    Implied Seasoned CPR                     10.0%         15.0%         20.0%        24.0%         30.0%         40.0%

    Class A-1
    Avg. Life (yrs)                           2.12         1.52          1.21          1.05          0.89          0.72
    Mod Duration (yrs)                        1.88         1.39          1.12          0.98          0.83          0.68
    Window (begin-end) (mths)                1 - 56       1 - 38        1 - 29        1 - 25        1 - 20        1 - 16
    Expected Final Maturity                 11/25/01      5/25/00       8/25/99      4/25/99       11/25/98      7/25/98
    Yield @ 99.992%                           6.42         6.34          6.27          6.21          6.14          6.02

    Class A-2
    Avg. Life (yrs)                           7.94         5.07          3.71          3.07          2.43          1.81
    Mod Duration (yrs)                        5.83         4.11          3.16          2.67          2.17          1.65
    Window (begin-end) (mths)               56 - 151     38 - 102       29 - 67      25 - 54       20 - 42       16 - 29
    Expected Final Maturity                 10/25/09      9/25/05      10/25/02      9/25/01       9/25/00       8/25/99
    Yield @ 99.989%                           6.88         6.85          6.82          6.79          6.75          6.69

    Class A-3

    Avg. Life (yrs)                          13.95         9.98          6.54          5.10          3.90          2.73
    Mod Duration (yrs)                        8.53         6.89          5.04          4.13          3.29          2.40
    Window (begin-end) (mths)              151 - 178     102 - 139     67 - 100      54 - 71       42 - 53       29 - 36
    Expected Final Maturity                 1/25/12      10/25/08       7/25/05      2/25/03       8/25/01       3/25/00
    Yield @ 99.996%                           7.26         7.25          7.23          7.20          7.18          7.12

    Class A-4
    Avg. Life (yrs)                          14.83         12.96         9.82          7.20          4.91          3.32
    Mod Duration (yrs)                        8.72         8.06          6.75          5.38          3.98          2.85
    Window (begin-end) (mths)              178 - 178     139 - 175     100 - 136     71 - 112      53 - 67       36 - 44
    Expected Final Maturity                 1/25/12      10/25/11       7/25/08      7/25/06       10/25/02      11/25/00
    Yield @ 99.982%                           7.47         7.47          7.46          7.44          7.41          7.36

    Class A-5
    Avg. Life (yrs)                          17.85         15.56         13.63        11.88          8.68          4.35
    Mod Duration (yrs)                        9.39         8.81          8.19          7.52          6.03          3.58
    Window (begin-end) (mths)              178 - 307     175 - 241     136 - 206    112 - 179      67 - 170      44 - 68
    Expected Final Maturity                 10/25/22      4/25/17       5/25/14      2/25/12       5/25/11       11/25/02
    Yield @ 99.989%                           7.69         7.69          7.68          7.68          7.66          7.60

    Class A-6
    Avg. Life (yrs)                           8.18         7.37          6.83          6.52          6.16          5.68
    Mod Duration (yrs)                        5.88         5.46          5.16          4.98          4.76          4.46
    Window (begin-end) (mths)               37 - 178     37 - 178      37 - 178      37 - 178      37 - 166      37 - 124
    Expected Final Maturity                 1/25/12       1/25/12       1/25/12      1/25/12       1/25/11       7/25/07
    Yield @ 99.983%                           7.17         7.16          7.16          7.16          7.15          7.14
    ------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
by the recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
description of the securities or underlying assets, the information contained in
the Offering Document).


<PAGE>
LEHMAN BROTHERS


                              Projected Performance
                      Under Varying Prepayment Assumptions


<TABLE>
<CAPTION>
Group I Certificates to 10% Cleanup Call
   -------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>           <C>           <C>          <C>           <C>       
   % of Prepayment Assumption                50.0%         75.0%        100.0%        120.0%       150.0%        200.0%
   Implied Seasoned CPR                      10.0%         15.0%         20.0%        24.0%         30.0%         40.0%

   Class A-1
   Avg. Life (yrs)                            2.12         1.52          1.21          1.05         0.89          0.72
   Mod Duration (yrs)                         1.88         1.39          1.12          0.98         0.83          0.68
   Window (begin-end) (mths)                 1 - 56       1 - 38        1 - 29        1 - 25       1 - 20        1 - 16
   Expected Final Maturity                  11/25/01      5/25/00       8/25/99      4/25/99      11/25/98       7/25/98
   Yield @ 99.992%                            6.42         6.34          6.27          6.21         6.14          6.02

   Class A-2
   Avg. Life (yrs)                            7.94         5.07          3.71          3.07         2.43          1.81
   Mod Duration (yrs)                         5.83         4.11          3.16          2.67         2.17          1.65
   Window (begin-end) (mths)                56 - 151     38 - 102       29 - 67      25 - 54       20 - 42       16 - 29
   Expected Final Maturity                  10/25/09      9/25/05      10/25/02      9/25/01       9/25/00       8/25/99
   Yield @ 99.989%                            6.88         6.85          6.82          6.79         6.75          6.69

   Class A-3
   Avg. Life (yrs)                           13.95         9.98          6.54          5.10         3.90          2.73
   Mod Duration (yrs)                         8.53         6.89          5.04          4.13         3.29          2.40
   Window (begin-end) (mths)               151 - 178     102 - 139     67 - 100      54 - 71       42 - 53       29 - 36
   Expected Final Maturity                  1/25/12      10/25/08       7/25/05      2/25/03       8/25/01       3/25/00
   Yield @ 99.996%                            7.26         7.25          7.23          7.20         7.18          7.12

   Class A-4
   Avg. Life (yrs)                           14.83         12.52         9.50          7.05         4.91          3.32
   Mod Duration (yrs)                         8.72         7.90          6.60          5.30         3.98          2.85
   Window (begin-end) (mths)               178 - 178     139 - 154     100 - 119     71 - 99       53 - 67       36 - 44
   Expected Final Maturity                  1/25/12       1/25/10       2/25/07      6/25/05      10/25/02      11/25/00
   Yield @ 99.982%                            7.47         7.47          7.45          7.44         7.41          7.36

   Class A-5
   Avg. Life (yrs)                           14.83         12.83         9.91          8.24         6.39          4.29
   Mod Duration (yrs)                         8.61         7.93          6.73          5.92         4.89          3.53
   Window (begin-end) (mths)               178 - 178     154 - 154     119 - 119     99 - 99       67 - 79       44 - 57
   Expected Final Maturity                  1/25/12       1/25/10       2/25/07      6/25/05      10/25/03      12/25/01
   Yield @ 99.989%                            7.68         7.68          7.67          7.66         7.64          7.60

   Class A-6
   Avg. Life (yrs)                            8.18         7.35          6.76          6.36         5.62          4.44
   Mod Duration (yrs)                         5.88         5.45          5.13          4.90         4.46          3.68

   Window (begin-end) (mths)                37 - 178     37 - 154      37 - 119      37 - 99       37 - 79       37 - 57
   Expected Final Maturity                  1/25/12       1/25/10       2/25/07      6/25/05      10/25/03      12/25/01
   Yield @ 99.983%                            7.17         7.16          7.16          7.15         7.14          7.12
   -------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
by the recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
description of the securities or underlying assets, the information contained in
the Offering Document).
                       
<PAGE>

LEHMAN BROTHERS

                              Projected Performance
                      Under Varying Prepayment Assumptions

Group II Certificates

<TABLE>
<CAPTION>
    To Maturity
   ----------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>           <C>           <C>           <C>          <C>          <C> 
   % of Prepayment Assumption                     50.0%        75.0%        100.0%        125.0%        150.0%       200.0%
   Implied Seasoned CPR                           10.0%        15.0%         20.0%         25.0%        30.0%        40.0%

   Class A-7
   Avg. Life (yrs)                                 8.19         5.83         4.44          3.56          2.96         2.19
   Window (begin-end) (mths)                     1 - 346      1 - 317       1 - 265       1 - 216      1 - 178      1 - 128
   Expected Final Maturity                       1/25/26      8/25/23       4/25/19       3/25/15      1/25/12      11/25/07
   ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
   To 10% Cleanup Call
   ----------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>           <C>           <C>           <C>          <C>          <C> 
   % of Prepayment Assumption                     50.0%        75.0%        100.0%        125.0%        150.0%       200.0%
   Implied Seasoned CPR                           10.0%        15.0%         20.0%         25.0%        30.0%        40.0%

   Class A-7
   Avg. Life (yrs)                                 7.21         5.33         4.07          3.30          2.73         2.03
   Window (begin-end) (mths)                     1 - 178      1 - 154       1 - 119       1 - 99        1 - 79       1 - 57
   Expected Final Maturity                       1/25/12      1/25/10       2/25/07       6/25/05      10/25/03     12/25/01
   ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
by the recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
description of the securities or underlying assets, the information contained in
the Offering Document).

<PAGE>

LEHMAN BROTHERS

Collateral Summary

                             Initial Group I Loans

<TABLE>
<S>                                                 <C>                       <C>

 Total Number of Loans                                              2,030
 Total Outstanding Scheduled Loan Balance                     $146,257,910

        Balloon (% of Total)                                       44.66%
        Level Pay (% of Total)                                     55.34%

 Average Loan Principal Balance                                $72,048.23     $6,994 - $350,000
 Weighted Average Coupon                                           11.43%     8.50% - 18.00%
 Weighted Average Original Term (mths)                                226     60 - 360
 Range of Original Terms                                        Level Pay     Balloon (1)
                                                                ---------     -----------
                                                        60 - 144    1.24%     180:   100.00%
                                                        180        55.91%
                                                        240        24.84%
                                                        300         0.36%
                                                        360        17.65%

 Weighted Average Remaining Term (mths)                                225    56 - 360
 Weighted Average CLTV                                             70.32%     11.76% - 90.00%
 Lien Position (first/second)                             89.51% / 10.49%
 Property Type

         Single Family                                              65.79%
         Two to Four Family                                         24.53%
         Mixed Use                                                   4.19%
         Other                                                       5.50%

 Occupancy Status

         Owner Occupied                                             85.17%
         Investment                                                 14.83%

 Geographic Distribution

 other states account individually for less than              NY    50.09%    PA      5.29%
 4% of Group I pool balance                                   NJ     7.68%

 Origination Years                                          1996    58.40%
                                                            1997    41.60%

 Credit Class                                                  A     42.91%    C     21.11%
                                                               B     30.05%    D      5.92%


 Days Delinquent                                        Current:   97.44%
                                                    30-59 days:     2.56%
</TABLE>

(1) Amortizes over a 30 year original term.

- --------------------------------------------------------------------------------
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
by the recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
description of the securities or underlying assets, the information contained in
the Offering Document).


<PAGE>

LEHMAN BROTHERS

Collateral Summary (continued)

<TABLE>
<CAPTION>
                                                   Initial Group II Loans
<S>                                                               <C>                          <C>
 Total Number of Loans                                                                  249
 Total Outstanding Loan Balance                                                 $26,775,810

       Balloon (% of Total)                                                          0.00%
       Level Pay (% of Total)                                                      100.00%

 Average Loan Principal Balance                                                $107,533.37     $19,000 - $421,250
 Weighted Average Coupon                                                            10.62%     8.25% - 16.35%
 Weighted Average Margin                                                             6.87%     4.50% - 11.10%
 Weighted Average Original Term (mths)                                                 357     180 - 360
 Range of Original Terms                                                    180:     0.70%
                                                                            240:     1.71%

                                                                             360:   97.59%

 Weighted Average Remaining Term (mths)                                                 356    176 - 360
 Weighted Average Life Cap                                                          16.69%     14.25% - 22.35%
 Weighted Average Periodic Cap                                                       1.04%     1.00% - 3.00%
 Weighted Average Floor                                                              9.88%     4.50% - 16.35%
 Index                                                            6 month LIBOR    100.00%
 Weighted Average LTV                                                               75.47%     35.38% - 90.00%
 Lien Position (first/second)                                                100.0% / 0.0%
 Property Type
         Single Family                                                               80.34%

         Two to Four Family                                                          15.95%

         Other                                                                        3.71%

 Occupancy Status

         Owner Occupied                                                              88.51%

         Investment                                                                  11.49%

 Geographic Distribution

 other states account individually for less than                              NY     22.12%    PA       6.83%
 6% of Group II principal balance                                            NJ      15.59%    MI       6.49%
                                                                              GA     10.79%    OH      6.27%

 Next Rate Adjustment Date                                                  5/97      0.32%    10/97    2.52%
                                                                            6/97      4.78%    2/99      5.12%
                                                                             7/97    21.89%    3/99      8.99%
                                                                             8/97    29.85%    4/99      0.62%
                                                                             9/97    23.55%
 Origination Years                                                            1996   50.37%
                                                                              1997   49.63%

 Credit Class                                                                  A    47.60%      C    20.80%
                                                                               B    29.01%      D      2.59%

 Days Delinquent                                                         Current:   99.52%

                                                                     30-59 Days:     0.48%
</TABLE>

<PAGE>

LEHMAN BROTHERS

- --------------------------------------------------------------------------------
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the

final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
by the recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
description of the securities or underlying assets, the information contained in
the Offering Document).




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