OAKWOOD MORTGAGE INVESTORS INC
8-K, 1997-02-25
ASSET-BACKED SECURITIES
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                       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) February 21, 1997.

                        Oakwood Mortgage Investors, Inc.
               (Exact name of registrant as specified in charter)


            North Carolina                33-99320            56-1886793
       (State or other jurisdiction    (Commission           (IRS Employer
           of incorporation)            File Number)       Identification No.)

            7800 McCloud Road, Greensboro, North Carolina 27425-7081
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (910) 664-2400

            2225 South Holden Road, Greensboro, North Carolina 27407
         (Former name or former address, if changed since last report.)



<PAGE>




Item 5.  Other Events.

         The Registrant expects to enter into an underwriting agreement, dated
February 21, 1997, with Credit Suisse First Boston Corporation and Goldman,
Sachs & Co. (the "Underwriters"), pursuant to which the Underwriters agree to
purchase and offer for sale to the public, $185,107,770 aggregate initial
principal amount of the Registrant's Senior/Subordinated Pass-Through
Certificates, Series 1997-A, Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class B-1 and Class B-2 (the "Offered Securities"). The Offered
Securities are registered for sale under the Registrant's effective shelf
Registration Statement on Form S-3 (33-99320), and will be offered pursuant to a
Prospectus, to be dated February 21, 1997, and a related Prospectus Supplement,
dated February 21, 1997, to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, and Rule 424 thereunder.

         In connection with the offering of the Offered Securities, the
Underwriters have prepared and disseminated to potential purchasers certain
"Computational Materials" and/or "Structural Terms Sheet(s)," as such terms are
defined in the No-Action response letters to Kidder, Peabody and Co.
Incorporated and certain affiliates thereof (publicly available, May 20, 1994)
and the No-Action response letter to Cleary, Gottlieb, Steen & Hamilton on
behalf of the Public Securities Association (publicly available, February 17,
1995), respectively. In accordance with such No-Action Letter, the Registrant is
filing herewith such Computational Materials and/or Structural Terms Sheet(s) as
Exhibit 99.1.

         Further, Oakwood Homes Corporation, the ultimate parent of the
Registrant, is providing a limited guarantee with respect to certain collections
on the Assets as described in the Prospectus Supplement. The Registrant is
incorporating certain financial information regarding Oakwood Homes Corporation
into the Prospectus and in connection therewith is designating Price Waterhouse
LLP and Allen, Pritchett & Bassett, LLP as experts relating to such incorporated
financial information and is filing herewith the consent of Price Waterhouse LLP
as Exhibit 99.2 and the consent of Allen, Pritchett & Bassett, LLP as Exhibit
99.3.

Exhibits

  23.1   Copy of consent of Price Waterhouse LLP.

  23.2   Copy of consent of Allen, Pritchett & Bassett, LLP.

  99.1   Copy of "Computational Materials" and/or "Structural Terms
         Sheet(s)" as provided by Credit Suisse First Boston
         Corporation and Goldman, Sachs & Co.



                                       -2-

      
<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.



February 21, 1997                                  OAKWOOD MORTGAGE INVESTORS,
                                                   INC.



                                                   By: /s/ Doug R. Muir
                                                       ------------------------
                                                   Name:  Doug R. Muir

                                                   Title: Vice President


                                       -3-

<PAGE>



                                INDEX TO EXHIBITS





                                                                         Page

23.1     Copy of consent of Price Waterhouse LLP..........................
23.2     Copy of consent of Allen, Pritchett & Bassett, LLP...............
99.1     Copy of "Computational Materials"
         and/or "Structural Terms Sheet(s)"
         as provided by Credit Suisse First Boston
         Corporation and Goldman, Sachs & Co..............................



                                       -4-





                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-99320) of 
Oakwood Mortgage Investors, Inc. of our report dated November 4, 1996 
appearing on page 35 of Oakwood Homes Corporation's ("OHC") Annual Report to 
Shareholders which is incorporated in OHC's Annual Report on Form 10-K for the 
year ended September 30, 1996. We also consent to the reference to us under the
heading "Experts" in such Prospectus.




PRICE WATERHOUSE LLP


Winston-Salem, North Carolina
February 24, 1997




                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our
report included in the Oakwood Homes Corporation Annual Report on Form 10-K for
the year ended September 30, 1996, into the Company's Prospectus constituting 
part of the Registration Statement on Form S-3 (No. 33-99320). We also consent 
to the reference to us under the heading "Experts" in such Prospectus.


/s/Allen, Pritchett & Bassett, LLP

Allen, Pritchett & Bassett, LLP
Tifton, Georgia
February 24, 1997



  


      OAKWOOD SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1997-A
                             COMPUTATIONAL MATERIALS





BOND PROFILE SUMMARY

 -----------------------------------------------------------------------------
    Class               Original    Coupon  Avg.    CBE      1st   Last  Mod.
    Name & Type             Par       %     Life   Yield     Pay   Pay   Dur.
 -----------------------------------------------------------------------------
 TO CALL
    A1  SENIOR FLTR   36,152,000  FLOAT(3)  1.10    N/A      3/97  4/99  1.03
    A2  SENIOR        32,798,000    6.300   3.10   6.318     4/99  4/01  2.72
    A3  SENIOR        23,683,000    6.550   5.10   6.599     4/01  6/03  4.19
    A4  SENIOR        11,771,000    6.800   6.97   6.869     6/03 11/04  5.37
    A5  SENIOR        37,665,000    7.050  10.99   7.169    11/04  8/12  7.32
    A6  AA MEZZ       16,197,000    7.450  16.23   7.550     8/12  6/13  9.09
    B1  BBB SUB       17,586,000    7.400   8.13   7.497     2/02  8/09  5.81
    B2  BBB- SUB       9,255,770    7.875  15.25   8.020     8/09  6/13  8.52
 -------------------------------
 TO MATURITY
    A6  AA MEZZ       16,197,000    7.450  18.86   7.551     8/12  4/20  9.74
    B1  BBB SUB       17,586,000    7.400   8.13   7.497     2/02  8/09  5.81
    B2  BBB- SUB       9,255,770    7.875  18.04   8.019     8/09  4/24  9.08
 -----------------------------------------------------------------------------

 (1) Data assumes a prepayment speed of 160% MHP.

 (2) Coupon and price are assumed for computational materials.

 (3) Coupon based on one-month LIBOR.


The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.

(Credit Suisse First Boston logo appears here)
<PAGE>



      OAKWOOD SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1997-A
                            COMPUTATIONAL MATERIALS







BOND PROFILE SUMMARY
 -----------------------------------------------------------------------------
 Percent of MHP:           0        75       100       160       200       300
 -----------------------------------------------------------------------------

 A1 SENIOR FLOATER
 Price: 100-00      Coupon: FLOAT                  Original Par:    36,152,000
 -----------------------------------------------------------------------------
 TO CALL
 Bond Yield:            N/A       N/A       N/A       N/A       N/A       N/A
 Average Life:          4.67      1.84      1.53      1.10      0.93      0.67
 Duration:              3.90      1.68      1.41      1.03      0.88      0.63
 First Prin Pay:        3/97      3/97      3/97      3/97      3/97      3/97
 Last Prin Pay:         4/05      9/00      2/00      4/99     12/98      6/98
 -----------------------------------------------------------------------------



 A2 SENIOR
 Price: 99-31       Coupon: 6.300                  Original Par:    32,798,000
 -----------------------------------------------------------------------------
 TO CALL
 Bond Yield:            6.36      6.34      6.33      6.32      6.31      6.28
 Average Life:         10.96      5.21      4.35      3.10      2.60      1.87
 Duration:              7.65      4.29      3.68      2.72      2.32      1.71
 First Prin Pay:        4/05      9/00      2/00      4/99     12/98      6/98
 Last Prin Pay:         6/10      1/04     12/02      4/01      8/00      8/99
 -----------------------------------------------------------------------------



 A3 SENIOR
 Price: 99-30+      Coupon: 6.550                  Original Par:    23,683,000
 -----------------------------------------------------------------------------
 TO CALL
 Bond Yield:            6.62      6.61      6.61      6.60      6.59      6.57
 Average Life:         14.95      8.31      7.04      5.10      4.22      2.97
 Duration:              9.23      6.19      5.45      4.19      3.57      2.61
 First Prin Pay:        6/10      1/04     12/02      4/01      8/00      8/99
 Last Prin Pay:         2/14      4/07      9/05      6/03      4/02      9/00
 -----------------------------------------------------------------------------

The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.

(Credit Suisse First Boston logo appears here)
<PAGE>



      OAKWOOD SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1997-A
                            COMPUTATIONAL MATERIALS






BOND PROFILE SUMMARY
 -----------------------------------------------------------------------------
 Percent of MHP:           0        75       100       160       200       300
 -----------------------------------------------------------------------------

 A4 SENIOR
 Price: 99-29+      Coupon: 6.800                  Original Par:    11,771,000
 -----------------------------------------------------------------------------
 TO CALL
 Bond Yield:            6.88      6.88      6.88      6.87      6.86      6.85
 Average Life:         17.77     11.16      9.55      6.97      5.75      3.81
 Duration:              9.99      7.57      6.79      5.37      4.60      3.25
 First Prin Pay:        2/14      4/07      9/05      6/03      4/02      9/00
 Last Prin Pay:         9/15      5/09      9/07     11/04      7/03      4/01
 -----------------------------------------------------------------------------



 A5 SENIOR
 Price: 99-21       Coupon: 7.050                  Original Par:    37,665,000
 -----------------------------------------------------------------------------
 TO CALL
 Bond Yield:            7.16      7.17      7.17      7.17      7.17      7.18
 Average Life:         21.17     15.98     14.31     10.99      9.26      6.05
 Duration:             10.61      9.20      8.64      7.32      6.50      4.71
 First Prin Pay:        9/15      5/09      9/07     11/04      7/03      4/01
 Last Prin Pay:        11/20      6/17      1/16      8/12      6/10      4/06
 -----------------------------------------------------------------------------



 A6 AA MEZZ
 Price: 99-29       Coupon: 7.450                  Original Par:    16,197,000
 -----------------------------------------------------------------------------
 TO CALL
 Bond Yield:            7.55      7.55      7.55      7.55      7.55      7.54
 Average Life:         24.02     21.06     19.57     16.23     14.06     10.26
 Duration:             10.80     10.27      9.95      9.09      8.41      6.92
 First Prin Pay:       11/20      6/17      1/16      8/12      6/10      4/06
 Last Prin Pay:         3/21      4/18     10/16      6/13      4/11      8/07
 ---------------------------
 TO MATURITY
 Bond Yield:            7.55      7.55      7.55      7.55      7.55      7.55
 Average Life:         25.31     22.84     21.74     18.86     16.82     12.37
 Duration:             11.00     10.59     10.38      9.74      9.21      7.73
 First Prin Pay:       11/20      6/17      1/16      8/12      6/10      4/06
 Last Prin Pay:        12/23     12/22      4/22      4/20     11/18      8/14
 -----------------------------------------------------------------------------

The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.

(Credit Suisse First Boston logo appears here)

<PAGE>



   
      OAKWOOD SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1997-A
                            COMPUTATIONAL MATERIALS






BOND PROFILE SUMMARY
 -----------------------------------------------------------------------------
 Percent of MHP:           0        75       100       160       200       300
 -----------------------------------------------------------------------------

 B1 BBB SUB
 Price: 99-27+      Coupon: 7.400                  Original Par:    17,586,000
 -----------------------------------------------------------------------------
 TO CALL
 Bond Yield:            7.50      7.50      7.50      7.50      7.50      7.49
 Average Life:         18.63     12.52     10.92      8.13      7.22      6.41
 Duration:              9.72      7.77      7.12      5.81      5.33      4.89
 First Prin Pay:       10/11      3/05      1/04      2/02      9/01      9/01
 Last Prin Pay:         7/19     11/14      2/13      8/09      2/08      3/06
 ---------------------------
 TO MATURITY
 Bond Yield:            7.50      7.50      7.50      7.50      7.50      7.49
 Average Life:         18.63     12.52     10.92      8.13      7.22      6.41
 Duration:              9.72      7.77      7.12      5.81      5.33      4.89
 First Prin Pay:       10/11      3/05      1/04      2/02      9/01      9/01
 Last Prin Pay:         7/19     11/14      2/13      8/09      2/08      3/06
 -----------------------------------------------------------------------------



 B2 BBB- SUB
 Price: 99-19+      Coupon: 7.875                  Original Par:     9,255,770
 -----------------------------------------------------------------------------
 TO CALL
 Bond Yield:            8.02      8.02      8.02      8.02      8.02      8.02
 Average Life:         23.62     20.21     18.71     15.25     13.35     10.25
 Duration:             10.32      9.73      9.41      8.52      7.94      6.77
 First Prin Pay:        7/19     11/14      2/13      8/09      2/08      3/06
 Last Prin Pay:         3/21      4/18     10/16      6/13      4/11      8/07
 ---------------------------
 TO MATURITY
 Bond Yield:            8.02      8.02      8.02      8.02      8.02      8.02
 Average Life:         24.64     22.00     20.89     18.04     16.54     13.76
 Duration:             10.46     10.00      9.77      9.08      8.67      7.85
 First Prin Pay:        7/19     11/14      2/13      8/09      2/08      3/06
 Last Prin Pay:         4/24      4/24      4/24      4/24      4/24      4/24
 -----------------------------------------------------------------------------

The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.

(Credit Suisse First Boston logo appears here)

<PAGE>



      OAKWOOD SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1997-A
                            COMPUTATIONAL MATERIALS



<TABLE>
<CAPTION>



 PERCENT OF CLASS A-1 PRINCIPAL OUTSTANDING

 --------------------------------------------------------------------------------------------
 Percent of MHP:                0          75         100         160         200         300
 --------------------------------------------------------------------------------------------
<S>                           <C>         <C>         <C>         <C>         <C>         <C>
 Initial Percent              100         100         100         100         100         100
 February 15, 1998             92          75          69          56          47          24
 February 15, 1999             83          46          34           6           0           0
 February 15, 2000             73          17           0           0           0           0
 February 15, 2001             62           0           0           0           0           0
 February 15, 2002             50           0           0           0           0           0
 February 15, 2003             36           0           0           0           0           0
 February 15, 2004             20           0           0           0           0           0
 February 15, 2005              3           0           0           0           0           0
 February 15, 2006              0           0           0           0           0           0
 February 15, 2007              0           0           0           0           0           0
 February 15, 2008              0           0           0           0           0           0
 February 15, 2009              0           0           0           0           0           0
 February 15, 2010              0           0           0           0           0           0
 February 15, 2011              0           0           0           0           0           0
 February 15, 2012              0           0           0           0           0           0
 February 15, 2013              0           0           0           0           0           0
 February 15, 2014              0           0           0           0           0           0
 February 15, 2015              0           0           0           0           0           0
 February 15, 2016              0           0           0           0           0           0
 February 15, 2017              0           0           0           0           0           0
 February 15, 2018              0           0           0           0           0           0
 February 15, 2019              0           0           0           0           0           0
 February 15, 2020              0           0           0           0           0           0
 February 15, 2021              0           0           0           0           0           0
 February 15, 2022              0           0           0           0           0           0
 February 15, 2023              0           0           0           0           0           0
 February 15, 2024              0           0           0           0           0           0
 February 15, 2025              0           0           0           0           0           0

 Avg Life In Years:           4.7         1.8         1.5         1.1         0.9         0.7

</TABLE>
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.

(Credit Suisse First Boston logo appears here)
<PAGE>




      OAKWOOD SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1997-A
                            COMPUTATIONAL MATERIALS





<TABLE>
<CAPTION>

  PERCENT OF CLASS A-2 PRINCIPAL OUTSTANDING

 --------------------------------------------------------------------------------------------
 Percent of MHP:                0          75         100         160         200         300
 --------------------------------------------------------------------------------------------
<S>                           <C>         <C>         <C>         <C>         <C>         <C>
 Initial Percent              100         100         100         100         100         100
 February 15, 1998            100         100         100         100         100         100
 February 15, 1999            100         100         100         100          87          38
 February 15, 2000            100         100          99          54          26           0
 February 15, 2001            100          87          62           7           0           0
 February 15, 2002            100          56          27           0           0           0
 February 15, 2003            100          26           0           0           0           0
 February 15, 2004            100           0           0           0           0           0
 February 15, 2005            100           0           0           0           0           0
 February 15, 2006             87           0           0           0           0           0
 February 15, 2007             70           0           0           0           0           0
 February 15, 2008             52           0           0           0           0           0
 February 15, 2009             30           0           0           0           0           0
 February 15, 2010              7           0           0           0           0           0
 February 15, 2011              0           0           0           0           0           0
 February 15, 2012              0           0           0           0           0           0
 February 15, 2013              0           0           0           0           0           0
 February 15, 2014              0           0           0           0           0           0
 February 15, 2015              0           0           0           0           0           0
 February 15, 2016              0           0           0           0           0           0
 February 15, 2017              0           0           0           0           0           0
 February 15, 2018              0           0           0           0           0           0
 February 15, 2019              0           0           0           0           0           0
 February 15, 2020              0           0           0           0           0           0
 February 15, 2021              0           0           0           0           0           0
 February 15, 2022              0           0           0           0           0           0
 February 15, 2023              0           0           0           0           0           0
 February 15, 2024              0           0           0           0           0           0
 February 15, 2025              0           0           0           0           0           0

 Avg Life In Years:          11.0         5.2         4.4         3.1         2.6         1.9
</TABLE>
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.

(Credit Suisse First Boston logo appears here)
<PAGE>




      OAKWOOD SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1997-A
                            COMPUTATIONAL MATERIALS


<TABLE>
<CAPTION>




 PERCENT OF CLASS A-3 PRINCIPAL OUTSTANDING

 --------------------------------------------------------------------------------------------
 Percent of MHP:                0          75         100         160         200         300
 --------------------------------------------------------------------------------------------

<S>                           <C>         <C>         <C>         <C>         <C>         <C>
 Initial Percent              100         100         100         100         100         100
 February 15, 1998            100         100         100         100         100         100
 February 15, 1999            100         100         100         100         100         100
 February 15, 2000            100         100         100         100         100          47
 February 15, 2001            100         100         100         100          62           0
 February 15, 2002            100         100         100          51           6           0
 February 15, 2003            100         100          91          10           0           0
 February 15, 2004            100          95          48           0           0           0
 February 15, 2005            100          54          16           0           0           0
 February 15, 2006            100          28           0           0           0           0
 February 15, 2007            100           4           0           0           0           0
 February 15, 2008            100           0           0           0           0           0
 February 15, 2009            100           0           0           0           0           0
 February 15, 2010            100           0           0           0           0           0
 February 15, 2011             72           0           0           0           0           0
 February 15, 2012             47           0           0           0           0           0
 February 15, 2013             24           0           0           0           0           0
 February 15, 2014              0           0           0           0           0           0
 February 15, 2015              0           0           0           0           0           0
 February 15, 2016              0           0           0           0           0           0
 February 15, 2017              0           0           0           0           0           0
 February 15, 2018              0           0           0           0           0           0
 February 15, 2019              0           0           0           0           0           0
 February 15, 2020              0           0           0           0           0           0
 February 15, 2021              0           0           0           0           0           0
 February 15, 2022              0           0           0           0           0           0
 February 15, 2023              0           0           0           0           0           0
 February 15, 2024              0           0           0           0           0           0
 February 15, 2025              0           0           0           0           0           0

 Avg Life In Years:          14.9         8.3         7.0         5.1         4.2         3.0
</TABLE>
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.

(Credit Suisse First Boston logo appears here)
<PAGE>


      OAKWOOD SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1997-A
                            COMPUTATIONAL MATERIALS




<TABLE>
<CAPTION>


 PERCENT OF CLASS A-4 PRINCIPAL OUTSTANDING

 --------------------------------------------------------------------------------------------
 Percent of MHP:                0          75         100         160         200         300
 --------------------------------------------------------------------------------------------

<S>                           <C>         <C>         <C>         <C>         <C>         <C>
 Initial Percent              100         100         100         100         100         100
 February 15, 1998            100         100         100         100         100         100
 February 15, 1999            100         100         100         100         100         100
 February 15, 2000            100         100         100         100         100         100
 February 15, 2001            100         100         100         100         100          19
 February 15, 2002            100         100         100         100         100           0
 February 15, 2003            100         100         100         100          29           0
 February 15, 2004            100         100         100          47           0           0
 February 15, 2005            100         100         100           0           0           0
 February 15, 2006            100         100          78           0           0           0
 February 15, 2007            100         100          27           0           0           0
 February 15, 2008            100          58           0           0           0           0
 February 15, 2009            100           9           0           0           0           0
 February 15, 2010            100           0           0           0           0           0
 February 15, 2011            100           0           0           0           0           0
 February 15, 2012            100           0           0           0           0           0
 February 15, 2013            100           0           0           0           0           0
 February 15, 2014             95           0           0           0           0           0
 February 15, 2015             37           0           0           0           0           0
 February 15, 2016              0           0           0           0           0           0
 February 15, 2017              0           0           0           0           0           0
 February 15, 2018              0           0           0           0           0           0
 February 15, 2019              0           0           0           0           0           0
 February 15, 2020              0           0           0           0           0           0
 February 15, 2021              0           0           0           0           0           0
 February 15, 2022              0           0           0           0           0           0
 February 15, 2023              0           0           0           0           0           0
 February 15, 2024              0           0           0           0           0           0
 February 15, 2025              0           0           0           0           0           0

 Avg Life In Years:          17.8        11.2         9.5         7.0         5.7         3.8

</TABLE>
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.

(Credit Suisse First Boston logo appears here)

<PAGE>


      OAKWOOD SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1997-A
                            COMPUTATIONAL MATERIALS




<TABLE>
<CAPTION>


 PERCENT OF CLASS A-5 PRINCIPAL OUTSTANDING

 --------------------------------------------------------------------------------------------
 Percent of MHP:                0          75         100         160         200         300
 --------------------------------------------------------------------------------------------

<S>                           <C>         <C>         <C>         <C>         <C>         <C>
 Initial Percent              100         100         100         100         100         100
 February 15, 1998            100         100         100         100         100         100
 February 15, 1999            100         100         100         100         100         100
 February 15, 2000            100         100         100         100         100         100
 February 15, 2001            100         100         100         100         100         100
 February 15, 2002            100         100         100         100         100          69
 February 15, 2003            100         100         100         100         100          46
 February 15, 2004            100         100         100         100          86          28
 February 15, 2005            100         100         100          94          66          13
 February 15, 2006            100         100         100          76          50           1
 February 15, 2007            100         100         100          61          35           0
 February 15, 2008            100         100          93          47          23           0
 February 15, 2009            100         100          78          34          12           0
 February 15, 2010            100          88          64          22           2           0
 February 15, 2011            100          73          50          12           0           0
 February 15, 2012            100          61          39           3           0           0
 February 15, 2013            100          49          29           0           0           0
 February 15, 2014            100          37          19           0           0           0
 February 15, 2015            100          25           9           0           0           0
 February 15, 2016             91          14           0           0           0           0
 February 15, 2017             70           3           0           0           0           0
 February 15, 2018             54           0           0           0           0           0
 February 15, 2019             36           0           0           0           0           0
 February 15, 2020             15           0           0           0           0           0
 February 15, 2021              0           0           0           0           0           0
 February 15, 2022              0           0           0           0           0           0
 February 15, 2023              0           0           0           0           0           0
 February 15, 2024              0           0           0           0           0           0
 February 15, 2025              0           0           0           0           0           0

 Avg Life In Years:          21.2        16.0        14.3        11.0         9.3         6.1

</TABLE>
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.

(Credit Suisse First Boston logo appears here)

<PAGE>



      OAKWOOD SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1997-A
                            COMPUTATIONAL MATERIALS



<TABLE>
<CAPTION>


 PERCENT OF CLASS A-6 PRINCIPAL OUTSTANDING

 --------------------------------------------------------------------------------------------
 Percent of MHP:                0          75         100         160         200         300
 --------------------------------------------------------------------------------------------

<S>                           <C>         <C>         <C>         <C>         <C>         <C>
 Initial Percent              100         100         100         100         100         100
 February 15, 1998            100         100         100         100         100         100
 February 15, 1999            100         100         100         100         100         100
 February 15, 2000            100         100         100         100         100         100
 February 15, 2001            100         100         100         100         100         100
 February 15, 2002            100         100         100         100         100         100
 February 15, 2003            100         100         100         100         100         100
 February 15, 2004            100         100         100         100         100         100
 February 15, 2005            100         100         100         100         100         100
 February 15, 2006            100         100         100         100         100         100
 February 15, 2007            100         100         100         100         100          81
 February 15, 2008            100         100         100         100         100          63
 February 15, 2009            100         100         100         100         100          49
 February 15, 2010            100         100         100         100         100          38
 February 15, 2011            100         100         100         100          86          28
 February 15, 2012            100         100         100         100          71          18
 February 15, 2013            100         100         100          90          58           9
 February 15, 2014            100         100         100          75          47           3
 February 15, 2015            100         100         100          60          33           0
 February 15, 2016            100         100          98          46          21           0
 February 15, 2017            100         100          78          31          11           0
 February 15, 2018            100          87          63          20           4           0
 February 15, 2019            100          68          47          10           0           0
 February 15, 2020            100          47          28           1           0           0
 February 15, 2021             87          22          10           0           0           0
 February 15, 2022             62           9           1           0           0           0
 February 15, 2023             30           0           0           0           0           0
 February 15, 2024              0           0           0           0           0           0
 February 15, 2025              0           0           0           0           0           0

 Avg Life In Years:          25.3        22.8        21.7        18.9        16.8        12.4

</TABLE>
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.

(Credit Suisse First Boston logo appears here)
<PAGE>





      OAKWOOD SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1997-A
                            COMPUTATIONAL MATERIALS




<TABLE>
<CAPTION>


 PERCENT OF CLASS B-1 PRINCIPAL OUTSTANDING

 --------------------------------------------------------------------------------------------
 Percent of MHP:                0          75         100         160         200         300
 --------------------------------------------------------------------------------------------

<S>                           <C>         <C>         <C>         <C>         <C>         <C>
 Initial Percent              100         100         100         100         100         100
 February 15, 1998            100         100         100         100         100         100
 February 15, 1999            100         100         100         100         100         100
 February 15, 2000            100         100         100         100         100         100
 February 15, 2001            100         100         100         100         100         100
 February 15, 2002            100         100         100          98          89          84
 February 15, 2003            100         100         100          80          68          56
 February 15, 2004            100         100          97          63          50          33
 February 15, 2005            100         100          83          48          34          15
 February 15, 2006            100          88          70          35          21           1
 February 15, 2007            100          77          58          23          10           0
 February 15, 2008            100          65          47          13           0           0
 February 15, 2009            100          54          36           4           0           0
 February 15, 2010            100          43          26           0           0           0
 February 15, 2011            100          32          16           0           0           0
 February 15, 2012             96          23           8           0           0           0
 February 15, 2013             85          15           0           0           0           0
 February 15, 2014             73           6           0           0           0           0
 February 15, 2015             60           0           0           0           0           0
 February 15, 2016             45           0           0           0           0           0
 February 15, 2017             30           0           0           0           0           0
 February 15, 2018             18           0           0           0           0           0
 February 15, 2019              5           0           0           0           0           0
 February 15, 2020              0           0           0           0           0           0
 February 15, 2021              0           0           0           0           0           0
 February 15, 2022              0           0           0           0           0           0
 February 15, 2023              0           0           0           0           0           0
 February 15, 2024              0           0           0           0           0           0
 February 15, 2025              0           0           0           0           0           0

 Avg Life In Years:          18.6        12.5        10.9         8.1         7.2         6.4

</TABLE>
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.

(Credit Suisse First Boston logo appears here)
<PAGE>


      OAKWOOD SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1997-A
                            COMPUTATIONAL MATERIALS



<TABLE>
<CAPTION>


 PERCENT OF CLASS B-2 PRINCIPAL OUTSTANDING

 --------------------------------------------------------------------------------------------
 Percent of MHP:                0          75         100         160         200         300
 --------------------------------------------------------------------------------------------

<S>                           <C>         <C>         <C>         <C>         <C>         <C>
 Initial Percent              100         100         100         100         100         100
 February 15, 1998            100         100         100         100         100         100
 February 15, 1999            100         100         100         100         100         100
 February 15, 2000            100         100         100         100         100         100
 February 15, 2001            100         100         100         100         100         100
 February 15, 2002            100         100         100         100         100         100
 February 15, 2003            100         100         100         100         100         100
 February 15, 2004            100         100         100         100         100         100
 February 15, 2005            100         100         100         100         100         100
 February 15, 2006            100         100         100         100         100         100
 February 15, 2007            100         100         100         100         100          80
 February 15, 2008            100         100         100         100          99          63
 February 15, 2009            100         100         100         100          83          49
 February 15, 2010            100         100         100          91          68          38
 February 15, 2011            100         100         100          76          56          30
 February 15, 2012            100         100         100          64          46          30
 February 15, 2013            100         100         100          54          38          30
 February 15, 2014            100         100          86          45          30          30
 February 15, 2015            100          95          72          36          30          25
 February 15, 2016            100          79          59          30          30          18
 February 15, 2017            100          64          47          30          30          13
 February 15, 2018            100          52          38          30          30           9
 February 15, 2019            100          40          30          30          27           6
 February 15, 2020             81          30          30          30          18           4
 February 15, 2021             52          30          30          19          10           2
 February 15, 2022             37          30          30          12           6           1
 February 15, 2023             30          25          17           6           3           1
 February 15, 2024             12           4           2           1           0           0
 February 15, 2025              0           0           0           0           0           0

 Avg Life In Years:          24.6        22.0        20.9        18.0        16.5        13.8

</TABLE>
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. Under no circumstances
shall the information presented constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold nor may an offer to buy be accepted prior to the
delivery of a final prospectus relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.

(Credit Suisse First Boston logo appears here)

<PAGE>


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