SECURITIZED ASSET SALES INC
10-K/A, 1996-06-12
ASSET-BACKED SECURITIES
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		    SECURITIES AND EXCHANGE COMMISSION
			  WASHINGTON, D.C.  20549

				 FORM 10-K/A
			       Amendment No. 3


(Mark One)

| x |   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934 [FEE REQUIRED] *

For the fiscal year ended December 31, 1994

|   |   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission File No.:  33-63586-08

Securitized Asset Sales, Inc. Mortgage Pass-Through Certificates, Series 
1994-5 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)

52-1880589      
(I.R.S. Employer Identification No.)

c/o First Bank National Association
180 East Fifth Street
Corporate Trust, 2nd Floor
St. Paul, Minnesota                                     55101           
(Address of principal executive         (Zip Code)
offices)

Registrant's telephone number, including area code (612)-244-6000

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      

*       Previously paid with the Original Form 10-K.


		This Amendment No. 3 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 30, 1994 by Securitized Asset Services Corporation (the "Reporting 
Person"), on behalf of Securitized Asset Sales, Inc. Mortgage Pass-Through 
Certificates, Series 1994-5 Trust (the "Trust"), established pursuant to a 
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") 
among Securitized Asset Sales, Inc. (the "Company"), as depositor, a 
trustee and a master servicer (or, if applicable, a servicer) and in some 
instances, a certificate administrator, pursuant to which the Securitized 
Asset Sales, Inc. Mortgage Pass-Through Certificates, Series 1994-5 
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

		In accordance with the no action letter from the Office of Chief 
		Counsel of the Division of Corporate Finance, Securities and 
		Exchange Commission dated May 11, 1994 (the "No Action Letter "), 
		the following exhibits are or will be provided:

		99.1  Annual Report of Independent Public Accountants as to 
		master servicing activities or servicing activities, as 
		applicable, of:

			(a)  Chase Manhattan Mortgage Corporation (Formerly 
			     American Residential Mortgage Corporation), as 
			     Servicer<F2> 
			(b)  Arbor National Mortgage, Inc., as Servicer<F1>
			(c)  BancBoston Mortgage Corporation, as Servicer<F2>
			(d)  Imperial Credit Industries, Inc., as Servicer<F3>

		99.2  Annual Statement of Compliance with obligations under the 
		Pooling and Servicing Agreement or servicing agreement, as 
		applicable, of:

			(a)  Chase Manhattan Mortgage Corporation (Formerly 
			     American Residential Mortgage Corporation), as 
			     Servicer<F2> 
			(b)  Arbor National Mortgage, Inc., as Servicer<F1>
			(c)  BancBoston Mortgage Corporation, as Servicer<F3>
			(d)  Imperial Credit Industries, Inc., as Servicer<F3>

	(b)  On October 7, 1994, November 8, 1994, and December 14, 1994, 
		reports on Form 8-K were filed by the Company in order to provide 
		the statements for the monthly distributions to holders of the 
		Certificates.  No other reports on Form 8-K have been filed 
		during the last quarter of the period covered by this report.

	(c)  Omitted pursuant to the No Action Letter.

	(d)  Omitted pursuant to the No Action Letter.


<F1>  Pursuant to the No Action Letter, 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 the Original Form 10-K; 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.

<F2>  Previously filed.

<F3>  Filed herewith.



					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:

SECURITIZED ASSET SALES, INC. MORTGAGE PASS-THROUGH CERTIFICATES, 
	SERIES 1994-5 TRUST

By:  NORWEST BANK MINNESOTA, N.A.,
	as Master Servicer

By:  /s/Sherri J. Sharps, as attorney-in-fact   

By:  Sherri J. Sharps, as attorney-in-fact   

Title:  Vice President - Securities Administration Services

Dated:    May 30, 1996




EXHIBIT INDEX

Exhibit No.

99.1  Annual Report of Independent Public Accountants as to master 
	 servicing activities or servicing activities, as applicable.

	(a)  Chase Manhattan Mortgage Corporation (Formerly American 
		Residential Mortgage Corporation), as Servicer<F2> 
	(b)  Arbor National Mortgage, Inc., as Servicer<F1>
	(c)  BancBoston Mortgage Corporation, as Servicer<F2>
	(d)  Imperial Credit Industries, Inc., as Servicer<F3>

99.2  Annual Statement of Compliance with obligations under the Pooling and 
	 Servicing Agreement or servicing agreement, as applicable.

	(a)  Chase Manhattan Mortgage Corporation (Formerly American
		Residential Mortgage Corporation), as Servicer<F2>
	(b)  Arbor National Mortgage, Inc., as Servicer<F1>
	(c)  BancBoston Mortgage Corporation, as Servicer<F3>
	(d)  Imperial Credit Industries, Inc., as Servicer<F3>





<F1>  Pursuant to the No Action Letter, 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 the Original Form 10-K; 
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.

<F2>  Previously filed.

<F3>  Filed herewith.




(Logo) KPMG Peat Marwick LLP
725 South Figueroa Street
Los Angeles, CA  90017

The Board of Directors
Imperial Credit Industries, Inc.:

We have audited, in accordance with generally accepted auditing standards, 
the consolidated balance sheet of Imperial Credit Industries, Inc. and 
subsidiaries as of December 31, 1994, and the related consolidated 
statements of income, changes in shareholders' equity and cash flows for 
the year then ended, and have issued our report thereon dated April 14, 
1995.

Our audit referred to above included tests relating to mortgage loans 
serviced for others in accordance with requirements of the Uniform Single 
Audit Program for Mortgage Bankers (the "Program").  Our audit disclosed 
no items of non-compliance that, in our opinion, are reportable in 
accordance with paragraph 4 of the Program, except for:

	As of December 31, 1994, the Company was required by the Federal Home 
	Loan Mortgage Corporation to have fidelity insurance with a maximum 
	deductible of $270,989.  The Company's policy reflected a deductible 
	of $325,000.  Management has informed us that they intend to lower the 
	deductible on the Company's policy in compliance with the 
	requirements.

	On the September 15, 1994 P&I custodial reconciliations we noted 
	several items totaling $1,502,765 not clearing within 90 days.  On the 
	T&I custodial reconciliation for August 15, 1994, we noted an 
	unidentified difference of $118,406.  In subsequent reconciliations, 
	all items were identified and cleared.  On an August 31, 1994 P&I 
	custodial reconciliation we noted an item for $98,081 not clearing 
	with 90 days.

We are independent Certified Public Accountants with respect to Imperial 
Credit Industries, Inc. within the meaning of the Code of Professional 
Ethics of the American Institute of Certified Public Accountants.

This report is intended for the information and use of the Board of 
Directors and management of Imperial Credit Industries, Inc., investors in 
the mortgage loans serviced for others by Imperial Credit Industries, Inc. 
and the independent auditors of such investors and should not be used for 
any other purpose.

/S/KPMG Peat Marwick LLP

April 14, 1995

(logo) Member firm of Klynveld Peat Marwick Goerdeler



(logo) BancBoston Mortgage Corporation
	      A Bank of Boston Company


February 22, 1996


Ms. Francis Hartley
Securitized Asset Services Corporation
5325 Spectrum Drive
Frederick, MD  21701

Re:  Annual Compliance Certification
     For the Period June 1 - December 31, 1994

Dear Ms. Hartley:

BancBoston Mortgage Corporation (BBMC) has reviewed its servicing 
activities on the residential mortgage loans BBMC services on behalf of 
Securitized Asset Services Corporation.  This review was conducted for the 
purpose of determining if the servicer has met all servicing obligations 
under the agreement covering these mortgage loans.

BBMC, upon my investigation and to the best of my knowledge, has conducted 
its servicing activities in compliance with the agreement and is not in 
default in the fulfillment of any obligations of the agreement.  Further, 
all real estate taxes and hazard insurance premiums have been paid as and 
when due.

Should you have any questions please contact Lynda M. Powhat at (904) 281-
3526.

Sincerely,


/s/ Megan E. Fanin
First Vice President

lp


7301 Baymeadows Way, Jacksonville, Florida 32256, Post Office Box 44090, 
Jacksonville, Florida  32231-4090




			Imperial Credit Industries Inc.

			     Certification for SASCOR

			      Effective date 3-27-96

I, the undersigned, hereby certify as to each Mortgage Loan being serviced 
by Imperial Credit Industries, Inc. the following:

	I am an officer of Imperial Credit Industries, Inc. and I am empowered 
	and authorized to issue this Certification.

	All taxes, ground rents and assessments for the Mortgages and/or 
	REO have been paid.

	All insurance premiums for flood or other casualty insurance have been 
	paid and all necessary policies to ensure insurance coverage for the 
	mortgage loans and/or REO are in force.

	All bonds, mortgages, and title policies are held by Imperial Credit 
	Industries, Inc.


	SIGNATURE OF OFFICER:  /s/ Lito Ora

	TYPED NAME OF AUTHORIZED OFFICER:  Lito Ora

	TITLE OF SAME OFFICER:  Investor Reporting Manager

	DATE OF SIGNATURE:  3-27-96



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