NATIONSBANC MONTGOMERY FUNDING CORP
8-K, 1998-12-17
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) December 15, 1998



                      NATIONSBANC MONTGOMERY FUNDING CORP.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



           Delaware                  333-62301                56-193-0085
- --------------------------------------------------------------------------------
(State or Other Jurisdiction        (Commission             (I.R.S. Employer
     of Incorporation)              File Number)           Identification No.)


100 North Tryon Street,  Charlotte, North Carolina                28255
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)



       Registrant's telephone number, including area code (704) 386-2400


                                 Not applicable
- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report.)


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Item 5. Other Events.

         On or about December 23, 1998, the Registrant will cause the issuance
and sale of approximately $281,261,128.64 initial principal amount of Mortgage
Pass-Through Certificates, Series 1998-5, consisting of (i) Class A-1, Class
A-PO, Class B-1, Class B-2, Class B-3 and Class R (the "Offered Certificates"),
and (ii) Class B-4, Class B-5 and Class B-6, pursuant to a Pooling and Servicing
Agreement to be dated December 1, 1998, among the Registrant, NationsBanc
Mortgage Corporation, as servicer, Bank of America, FSB, as servicer, and
Norwest Bank Minnesota, National Association, as trustee.

         In connection with the sale of the Offered Certificates, the Registrant
has been advised by NationsBanc Montgomery Securities LLC (the "Underwriter"),
that the Underwriter has furnished to prospective investors a collateral term
sheet with respect to the Offered Certificates following the effective date of
Registration Statement No. 333-62301, which are being filed as exhibits to this
report.

         The collateral term sheet has been provided to the Registrant by the
Underwriter. The information in the collateral term sheet is preliminary and may
be superseded by the final Prospectus Supplement relating to the certificates
and by any other information subsequently filed with the Securities and Exchange
Commission.

         The collateral term sheet was prepared by the Underwriter, based on
assumptions that differ from the assumptions set forth in the Prospectus
Supplement. The collateral term sheet may not include, and does not purport to
include, information based on assumptions representing a complete set of
possible scenarios.

         In addition, the actual characteristics and performance of the mortgage
loans underlying the Offered Certificates (the "Mortgage Loans") may differ from
the assumptions used in the collateral term sheet, which are hypothetical in
nature and which were provided to investors only to give a general sense of how
the yield, average life, duration, expected maturity, interest rate sensitivity
and cash flow characteristics of a particular class of Offered Certificates
might vary under varying prepayment and other scenarios. Any difference between
such assumptions and the actual characteristics and performance of the Mortgage
Loans will affect the actual yield, average life, duration, expected maturity,
interest rate sensitivity and cash flow characteristics of the Offered
Certificates.




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Item 7. Financial Statements and Exhibits.

         (c)      Exhibits

                  99.1*    Collateral Term Sheet

- ------------
* In accordance with Rule 311 of Regulation S-T, this exhibit is being filed in
  paper under cover of Form SE.



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                                   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.

                                         NATIONSBANC MONTGOMERY FUNDING CORP.



                                         By:   /s/ Carol I. McLaughlin
                                               ---------------------------
                                         Name: Carol I. McLaughlin
                                               ---------------------------
                                         Its:  Assistant Secretary
                                               ---------------------------


Dated:  December 15, 1998


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                      NATIONSBANC MONTGOMERY FUNDING CORP.

                                  EXHIBIT INDEX


                                                               Sequentially
Exhibit No             Exhibit Description                     Numbered Page
- ----------             -------------------                     -------------

   99.1*               Collateral Term Sheet                         6

- ------------
* In accordance with Rule 311 of Regulation S-T, this exhibit is being filed in
  paper under cover of Form SE.



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