RESIDENTIAL FUNDING MORTGAGE SECURITIES II INC
8-K, 1998-01-22
ASSET-BACKED SECURITIES
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                              -1-

                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: January 22, 1998
(Date of earliest event reported)



         Residential Funding Mortgage Securities II, Inc.
      (Exact name of registrant as specified in its charter)


Delaware                     333-28025                   41-1808858
(State or Other Juris-      (Commission            (I.R.S. Employer
diction of Incorporation)  File Number)         Identification No.)


   8400 Normandale Lake Blvd., Suite 600, Minneapolis, Minnesota55437
              (Address of Principal Executive Office)    (Zip Code)


 Registrant's telephone number, including area code:(612) 832-7000






[CTSRFMSI.WPD    December 7, 1995]

<PAGE>


                              -2-

Item 5Other Events.


           On January 29, 1998, the Registrant expects to cause the issuance and
      sale of Home Equity  Loan-Backed  Term Notes,  Series  1998-HS1 (the "Term
      Notes")  pursuant to an Indenture to be dated as of January 29, 1998 among
      Home Equity Loan Trust 1998- HS1, as Issuer, and The Chase Manhattan Bank,
      as Indenture Trustee.

     In connection  with the expected  sale of the Term Notes by Morgan  Stanley
Dean  Witter and  Residential  Funding  Securities  Corporation  (together,  the
"Underwriters"),  the  Registrant has been advised by Morgan Stanley Dean Witter
as  Representative  for  the  Underwriters  (the  "Representative"),   that  the
Underwriters  have  furnished  to  prospective   investors  certain   collateral
information  with  respect to the  revolving  credit  loans  ("Revolving  Credit
Loans") underlying the proposed offering of the Term Notes (the "Collateral Term
Sheets"),  which  Collateral  Term  Sheets  are being  filed  electronically  as
exhibits to this report.
           The  Collateral  Term Sheets have been provided by the  Underwriters.
      The  information in the Collateral  Term Sheets is preliminary and will be
      superseded  by the  Description  of the Mortgage  Pool  contained  in the
      Prospectus  Supplement  relating  to the  Certificates  and  by any  other
      information   subsequently   filed  with  the   Securities   and  Exchange
      Commission.

           The Collateral  Term Sheets were prepared by the  Underwriters at the
      request of certain prospective  investors.  The Collateral Term Sheets may
      be based on information that differs from the information set forth in the
      Prospectus Supplement.

           In  addition,  the  actual  characteristics  and  performance  of the
      Revolving  Credit  Loans  underlying  the Term Notes may  differ  from the
      information provided in the Collateral Term Sheets, which were provided to
      certain investors only to give a sense of the underlying  collateral which
      will  affect  the  maturity,  interest  rate  sensitivity  and  cash  flow
      characteristics  of the Term Notes. Any difference  between the collateral
      information in the Collateral  Term Sheets and the actual  characteristics
      of the Revolving Credit Loans will affect the actual yield,  average life,
      duration,  expected  maturity,  interest  rate  sensitivity  and cash flow
      characteristics of the Term Notes.




[CTSRFMSI.WPD    December 7, 1995]

<PAGE>


                              -3-


Item 7Financial Statements, Pro Forma Financial Information and Exhibits


      (a)  Financial Statements.

           Not applicable.

      (b)  Pro Forma Financial Information.

           Not applicable.

      (c)  Exhibits



                      Item 601(a) of
                      Regulation S-K
    Exhibit No.         Exhibit No.              Description
         1                  99             Collateral Term Sheets



[CTSRFMSI.WPD    December 7, 1995]

<PAGE>


                              -4-

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.


                          RESIDENTIAL FUNDING MORTGAGE
                               SECURITIES II, INC.

                              By: /s/ Diane S. Wold
                              Name: Diane S. Wold
                              Title: Vice President




Dated: January 22, 1998


























[CTSRFMSI.WPD    December 7, 1995]

<PAGE>


                              -5-

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.


                          RESIDENTIAL FUNDING MORTGAGE
                               SECURITIES II, INC.

                                    By:
                                    Name: Diane S. Wold
                              Title: Vice President




Dated: January 22, 1998
























EXHIBIT INDEX



[CTSRFMSI.WPD    December 7, 1995]

<PAGE>


                              -6-

                     Item 601 (a) of Sequentially
      Exhibit   Regulation S-K Numbered
      Number         Exhibit No.     Description    Format


1                        99         Collateral Term          P
                                         Sheets



[CTSRFMSI.WPD    December 7, 1995]

<PAGE>


                              -7-
                            EXHIBIT 1

                     
The  information  herein  has  been  provided  solely  by  Residential   Funding
Securities Corporation ("RFSC").  Neither the issuer of the certificates nor any
of its affiliates makes any  representation  as to the accuracy and completeness
of this  information,  which supersedes all information  previously  provided by
RFSC contained in any collateral term sheets and/or any computational  materials
relating to the mortgage  pool.  This  information  is  preliminary  and will be
superseded by the  descriptions in the applicable  prospectus  supplement and by
any other  information  subsequently  filed  with the  Securities  and  Exchange
Commission.


This report has been prepared based on information  from sources  believed to be
reliable, but its accuracy cannot be guaranteed. Information is unaudited.


<PAGE>




[CTSRFMSI.WPD    December 7, 1995]

<PAGE>


$517,879,684
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC., Series 1998-HS1
Home Equity Loan-Backed Term Notes

RESIDENTIAL FUNDING CORPORATION
Master Servicer



This  information  has been  prepared by Morgan  Stanley & Co.  Incorporated  in
connection with the issuance of these securities by Residential Funding Mortgage
Securities  II,  Inc.  based on  information  provided  by  Residential  Funding
Securities II, Inc. with respect to the expected  characteristics of the pool of
mortgage loans in which these  securities  will represent  undivided  beneficial
interests.  This  information is also based on certain  assumptions made at your
request  and  certain   other   assumptions   set  forth   herein.   The  actual
characteristics  and  performance  of the  mortgage  loans will  differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the  assumptions  may have a material  impact on the  information set
forth in these  materials.  No  representation  is made that any  performance or
return indicated herein will be achieved.  For example, it is very unlikely that
a mortgage will prepay at a constant rate or follow a predictable pattern.  This
information  has been  provided  to you at your  request  and may not be used or
otherwise  disseminated  in  connection  with the  offer or sale of these or any
other  securities,  except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS TO
THE APPROPRIATENESS,  USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR
THE  ASSUMPTIONS  ON WHICH THEY ARE BASED.  Additional  information is available
upon  request.  These  materials do not  constitute an offer to buy or sell or a
solicitation  of an  offer  to buy or sell  any  security  or  instrument  or to
participate in any particular  trading  strategy.  ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINIITVE  PROSPECTUS  PREPARED BY THE
ISSUER  WHICH  WOULD  CONTAIN  MATERIAL   INFORMATION  NOT  CONTAINED  IN  THESE
MATERIALS.  SUCH PROSPECTUS WILL CONTAIN ALL MATERIAL  INFORMATION IN RESPECT OF
ANY SUCH SECURITY  OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES
SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS. In the event of any such
offering,  these materials shall be deemed superseded,  amended and supplemented
in their entirety by such  Prospectus.  To Our Readers  Worldwide:  In addition,
please note that this  information  has been  provided  by Morgan  Stanley & Co.
Incorporated and approved RFMSII by Morgan Stanley & Co. International  Limited,
a member of the Securities  and Futures  Authority and Morgan Stanley Japan Ltd.
We  recommend  that  investors  obtain  advice  of their  Morgan  Stanley  & Co.
International  Limited or Morgan  Stanley  Japan Ltd.  Representative  about the
investment  concerned.  NOT FOR DISTRIBUTION TO PRIVATE  CUSTOMERS AS DEFINED BY
THE U.K. SECURITIES AND FUTURES AUTHORITY.














MORGAN STANLEY DEAN WITTER
Mortgage Finance Group
MBS/ABS Capital Markets


January 15, 1998
$ 517,879,684

RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC., Series 1998-HS1
Home Equity Loan-Backed Term Notes 

RESIDENTIAL FUNDING CORPORATION
Master Servicer

Transaction Highlights



Class

Par
Amount
Expected
Ratings
(Moody's/S&P)

Average
Life(1)

Targeted
Price
Payment
Window (Months)(1)    

Pricing
Index(2)
Class A-1

 Notes

$ 517,879,684
Aaa/AAA
3.91 years
Par
1 to 124
1-month LIBOR 

 (1) Assuming that the optional call is exercised.
(2)  Certificate  coupon is capped at the  weighted  average of the maximum Loan
     Rates less the  Servicing  Fee and the Surety  Fee,  as  explained  in more
     detail below, with a maximum lifetime rate cap of 17.25%.
Master Servicer and Seller:
Residential Funding Corporation ("RFC")


Primary Servicer:
GMAC Mortgage Corporation
Trustee:
Wilmington Trust Company (as Owner Trustee) and Chase Manhattan Bank 
(as Indenture Trustee).


Insurer/ Insurance Policy:
AMBAC Indemnity Corporation will cover 100% of losses of principal and
 interest allocable to Class A-1 (subject to certain limitations as set 
forth in the related prospectus). 


Managers:
MORGAN STANLEY  DEAN WITTER (Lead manager);
Residential Funding Securities Corporation (co-manager).


Expected Pricing Date:
January 16, 1998.


Expected Settlement:
January 29, 1998, through DTC, Euroclear and CEDEL.


Distribution Dates:
The 20th of each month, beginning February 20, 1998.


Class A-1 Interest Rate Cap:
The Class A-1 pays 1-month Libor plus a spread, capped at the Net Loan Rate Cap
 (the weighted average coupon on the loans in a given month, less the servicing
 and surety fee of 0.58%), with a maximum lifetime rate cap of 17.25%  The Net 
Loan Rate Cap is initially 9.19% and adjusts up to Prime + 1.77% in three 
months.  



Collateral Description:
The underlying HELOC loans have an initial gross coupon of  9.90% and reset
 monthly at Prime + 2.48% subject to a weighted average life cap of 18.76%.


Pricing Speed:
30% CPR with a 15% Constant Draw Rate.


Day Count Basis:
Actual/360 interest accrual


Legal Final Maturity:
June, 2023


MORGAN STANLEY DEAN WITTER
Mortgage Finance Group
MBS/ABS Capital Markets


January 15, 1998
$ 517,879,684

RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC., Series 1998-HS1
Home Equity Loan-Backed Term Notes 

RESIDENTIAL FUNDING CORPORATION
Master Servicer

Transaction Highlights (continued)




Optional Call:
10% of the original pool balance.


Trust Tax Status:
Owner Trust.  This is not a REMIC trust.


ERISA Eligibility:
The Class A-1 is expected to be ERISA eligible.


SMMEA Eligibility:
The Class A-1 is not SMMEA eligible.

Deal Summary



*    Two types of  securities  will be issued by the Owner Trust as part of this
     transaction:  the Term  Notes  and the  Variable  Funding  Notes.  Issuer's
     counsel  will  deliver  an  opinion  that the Term  Notes and the  Variable
     Funding Notes will be  classified as debt of the Owner Trust.  * Both types
     of securities  will receive  interest at their current coupon rate and will
     share in principal  collections on a pro-rata basis. * Initially,  the Term
     Notes  balance will exceed the  outstanding  Mortgage Loan balance by 1.5%,
     representing  an  initial  undercollateralization  of Notes  related to the
     Mortgage  Notes.  * Both types of  securities  will benefit from the credit
     enhancement  provided by excess  interest,  overcollateralization,  and the
     AMBAC  insurance   policy.   *  The  Mortgage  Loans  total   approximately
     $510,226,290  and have an average  outstanding  balance of  $33,067.  * The
     Mortgage  Loans have an initial WAC of 9.90% and a Weighted  Average Margin
     over the Prime Rate of 2.48%

*    The  Variable  Funding  Notes will  initially  be issued to RFC.  They will
     initially have $0 principal  balance.  During the revolving period (defined
     below),  the  Variable  Funding  Notes will accrue a balance only in months
     that draws on the lines exceed  payments on the lines.  After the revolving
     period, the Variable Funding Notes will accrue a balance equal to all draws
     on the credit lines.

*    The transaction  utilizes a Managed Amortization Plan Structure ("MAPS"). *
     In a MAPS structure, new draws on the HELOCs are netted against prepayments
     during an initial period (the "revolving period").  In this transaction the
     revolving  period is 60 months.  * The pricing  payment rate of 30% CPR and
     pricing  draw rate of 15% CPR  would  result  in a net  pricing  CPR of 15%
     during the revolving  period. * After the revolving period of 60 months, or
     earlier should a rapid amortization event occur, Holders will receive their
     pro-rata  allocation  of principal  collections  (without  netting the draw
     amount)  received  during  the  related  collection  period.   This  "rapid
     amortization" period has the effect of accelerating the principal payout to
     the Holders.

*    Credit  Enhancement  for the  transaction is provided by the  following:  *
     Excess  Interest  on the  HELOCs  *  Overcollateralization  (greater  HELOC
     collateral  balance  than Note  balance)  that is created  by using  Excess
     Interest  to pay  down  principal  on the  Notes.  * A  100%  guarantee  of
     principal and interest allocable to the Term Notes and the Variable Funding
     Notes  provided  by  AMBAC  Indemnity   Corporation   (subject  to  certain
     limitations set forth in the related prospectus).


Credit Structure


Application of Collections:  Collections of principal and interest  generated by
     the pool will be applied monthly as described below.


I. Monthly Interest Collections:
Collections of interest will be applied in the following priority:

1)   Servicing  fee payment  (0.58% annual fee) plus any accrued and unpaid
          servicing fee; 2) Any accrued or overdue  accrued  interest due on the
          Notes; 3) Any Liquidation  Loss Amount  allocable to the Notes; 4) Any
          Liquidation  Loss Amount allocable to the Notes from a previous period
          and not yet paid; 5) The insurance policy premium; 6) Reimbursement of
          AMBAC for prior draws on the insurance policy; 7) Payment of principal
          on the Notes to increase  the  overcollateralization  amount up to the
          O/C target;  8) Payment of any related  Carryover  Amount from a prior
          period paid to the Noteholders; 9) Payment to Certificate holders.

     Interest collections  allocated pursuant to items 3, 4, 6, and 7 constitute
"Excess Interest"  (expected to be approximately 4.00% - 4.50% as of the Cut-Off
Date) which is utilized to cover  losses on interest and  principal  payments on
the loans.

II. Monthly Principal Collections:
Collections of principal will be passed through to the Notes  in the following
 priority:

     1)   During  the  60  month  revolving  period,  an  amount  equal  to  the
          difference between the monthly principal  collected and any additional
          draws on the borrowers'  credit lines; 2) On the distribution  date in
          February 2003 (or earlier  should a rapid  amortization  event occur),
          Holders  will  receive  their  pro-rata  percentage  of all  principal
          collections received during the related collection period.
 
     III. Rapid Amortization  Events: 1) The failure of the Seller  (Residential
          Funding  Corporation)  to make  any  required  payments  or  deposits,
          deliver files, or to observe or perform any covenants or agreements as
          required after a specified grace period;  2) If any  representation or
          warranty  made  by the  Seller  is  incorrect  in a  material  way and
          adversely  affects the interest of Holders or AMBAC and such breach is
          not  cured  in  a  specified   term;  3)  Bankruptcy,   insolvency  or
          receivership  of the Seller or the Trust; 4) The Trust becomes subject
          to regulation as an investment company; 5) If a Servicing  Termination
          Event  relating to the Master  Servicer  occurs;  6) If the  aggregate
          principal of all draws under the certificate insurer policy exceeds 1%
          of the original  pool  balance;  7) The Trust is  determined  to be an
          association taxable as a corporation for federal income tax purposes.







Collateral Description

     Home Equity Loan Type:  Home equity lines of credit  ("HELOCs").  Borrowers
          generally  obtain  advances of principal (up to the respective  Credit
          Limits)  and repay such  principal  during  the term of the loan.  All
          information  below is  approximate  and based on data as of January 1,
          1998.


Aggregate Pool Balance:
$ 510,226,290


Number of Loans:
15,430


Average Outstanding Balance:
$33,067 (range: $0 to $497,966)


Average Credit Line:
$42,358 (highest: $550,000)


Lien Position:
1.97% first lien and 98.03% second lien


Combined Loan to Value Ratio:
84.49% weighted average (26.33% have a CLTV less than or equal to 80%)


Loan Utilization Rate:
78.07% weighted average (highest:  101.50%)


Junior Mortgage Ratio:
21.98% weighted average


Property Type:
93.64% single family and de-minimus PUD; 3.74% condominium; 1.27% PUD; 1.35% 
other


Owner Occupancy:
99.74% owner-occupied; 0.25% second home; 0.01% investment


Weighted Average Coupon:
9.904% (range from 5.99 % - 17.25%)


Index:
100 % of the loans are indexed off of Prime


Gross Margin:
The weighted average gross margin is 2.48% at the cut-off date


     GrossLife Cap:  86.11% of the loans  have a  lifetime  cap of  18.00%;  the
          weighted average life cap of the remaining loans is 23.49%


Reset Frequency:
The loans reset on a monthly basis to Prime + their respective margins


Origination Dates:
All loans were originated between August, 1988 and December, 1997


Interest Rate:
Monthly adjustable rate indexed to the Prime Rate


Weighted Average Maturity:
226 months (range from 80 - 300)


Latest Scheduled Maturity:
December, 2022


     Geographic  Distribution:  CA (56.75%), FL (4.34%), CO (3.93%), UT (3.56%),
MI (3.25%), WA (3.13%), with the remaining states under 3.0%


     Principal Draws:  Borrowers may draw down additional principal on the loans
up to a  specified  credit  limit  up to  either  five or  fifteen  years  after
origination ("the draw period")


     Principal  Repayment:  Repayment is required within ten years of the end of
the draw period.  20.29% of the loans are interest only loans requiring  balloon
payments at maturity


Prepayment Speed:
30 % CPR is the pricing prepayment speed


Principal Draw Rate:
15 % is the principal draw rate assumption for pricing

1
The  information  herein  has been  provided  solely  by  Morgan  Stanley  & Co.
Incorporated based on information with respect to the mortgage loans provided by
the  sponsor.   Neither  the  sponsor  nor  any  of  its  affiliates  makes  any
representations  as to the accuracy or completeness  of the information  herein.
The  information  herein is preliminary and will be superseded by the Prospectus
Supplement and by any other information  subsequently  filed with the Securities
and Exchange  Commission  (SEC).  All assumptions and information in this report
reflect  Morgan Stanley & Co.  Incorporated's  judgement as of this date and are
subject to change.  All analyses are based on certain  assumptions  noted herein
and different  assumptions could yield substantially  different results. You are
cautioned that there is no universally  accepted method for analyzing  financial
instruments. You should review the assumptions: there may be differences between
these assumptions and your actual business practices.  Further, Morgan Stanley &
Co.  Incorporated does not guarantee any results and there is no guarantee as to
the  liquidity of the  instruments  involved in this  analysis.  The decision to
adopt  any  strategy   remains  your   responsibility.   Morgan  Stanley  &  Co.
Incorporated or any of its affiliates or their officers, directors, analysts, or
employees  may  have   positions  in   securities,   commodities  or  derivative
instruments  therein  referred to here, and may, as principal,  or agent, buy or
sell such  securities,  commodities,  or  derivative  instruments.  In addition,
Morgan Stanley & Co.  Incorporated may make a market in the securities  referred
to herein. Neither the information nor the assumptions reflected herein shall be
construed to be, or  constitute,  an offer to sell or buy a  solicitation  of an
offer  to sell or buy any  securities,  commodities  or  derivative  instruments
mentioned  herein.  No  sale  of  any  securities,   commodities  or  derivative
instruments should be consummated  without the purchaser first having received a
Prospectus and, if required,  Prospectus Supplement.  Finally,  Morgan Stanley &
Co. Incorporated has not addressed the legal,  accounting,  and tax implications
of the  analysis  with  respect to you,  and Morgan  Stanley & Co.  Incorporated
strongly urges you to seek advice from your counsel, accountant and tax advisor.
To Our Readers  Worldwide:  In addition,  please note that this  publication has
been issued by Morgan Stanley & Co.  Incorporated and approved by Morgan Stanley
& Co.  International  Limited,  a member of The Securities and Futures Authority
Limited and Morgan  Stanley Japan,  Ltd. We recommend that investors  obtain the
advice of their Morgan  Stanley & Co.  International  Limited or Morgan  Stanley
Japan Ltd. representative about the investments concerned.  NOT FOR DISTRIBUTION
TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY.



$517,879,000
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC., Series 1998-HS1
Home Equity Loan-Backed Term Notes

RESIDENTIAL FUNDING CORPORATION
Master Servicer



This  information  has been  prepared by Morgan  Stanley & Co.  Incorporated  in
connection with the issuance of these securities by Residential Funding Mortgage
Securities  II,  Inc.  based on  information  provided  by  Residential  Funding
Securities II, Inc. with respect to the expected  characteristics of the pool of
mortgage loans in which these  securities  will represent  undivided  beneficial
interests.  This  information is also based on certain  assumptions made at your
request  and  certain   other   assumptions   set  forth   herein.   The  actual
characteristics  and  performance  of the  mortgage  loans will  differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the  assumptions  may have a material  impact on the  information set
forth in these  materials.  No  representation  is made that any  performance or
return indicated herein will be achieved.  For example, it is very unlikely that
a mortgage will prepay at a constant rate or follow a predictable pattern.  This
information  has been  provided  to you at your  request  and may not be used or
otherwise  disseminated  in  connection  with the  offer or sale of these or any
other  securities,  except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS TO
THE APPROPRIATENESS,  USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR
THE  ASSUMPTIONS  ON WHICH THEY ARE BASED.  Additional  information is available
upon  request.  These  materials do not  constitute an offer to buy or sell or a
solicitation  of an  offer  to buy or sell  any  security  or  instrument  or to
participate in any particular  trading  strategy.  ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINIITVE  PROSPECTUS  PREPARED BY THE
ISSUER  WHICH  WOULD  CONTAIN  MATERIAL   INFORMATION  NOT  CONTAINED  IN  THESE
MATERIALS.  SUCH PROSPECTUS WILL CONTAIN ALL MATERIAL  INFORMATION IN RESPECT OF
ANY SUCH SECURITY  OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES
SHOULD BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS. In the event of any such
offering,  these materials shall be deemed superseded,  amended and supplemented
in their entirety by such  Prospectus.  To Our Readers  Worldwide:  In addition,
please note that this  information  has been  provided  by Morgan  Stanley & Co.
Incorporated and approved RFMSII by Morgan Stanley & Co. International  Limited,
a member of the Securities  and Futures  Authority and Morgan Stanley Japan Ltd.
We  recommend  that  investors  obtain  advice  of their  Morgan  Stanley  & Co.
International  Limited or Morgan  Stanley  Japan Ltd.  Representative  about the
investment  concerned.  NOT FOR DISTRIBUTION TO PRIVATE  CUSTOMERS AS DEFINED BY
THE U.K. SECURITIES AND FUTURES AUTHORITY.














MORGAN STANLEY DEAN WITTER
Mortgage Finance Group
MBS/ABS Capital Markets


January 15, 1998
$ 517,879,000

RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC., Series 1998-HS1
Home Equity Loan-Backed Term Notes 

RESIDENTIAL FUNDING CORPORATION
Master Servicer

Transaction Highlights



Class

Par
Amount
Expected
Ratings
(Moody's/S&P)

Average
Life(1)

Targeted
Price
Payment
Window (Months)(1)    

Pricing
Index(2)
Class A-1

 Notes

$ 517,879,000
Aaa/AAA
3.91 years
Par
1 to 124
1-month LIBOR 

     (1)  Assuming that the optional call is exercised.  (2) Certificate  coupon
          is capped at the  weighted  average of the maximum Loan Rates less the
          Servicing  Fee and the Surety Fee, as explained in more detail  below,
          with a maximum lifetime rate cap of 17.25%.

Master Servicer and Seller:
Residential Funding Corporation ("RFC")


     Primary  Servicer:  GMAC Mortgage  Corporation  Trustee:  Wilmington  Trust
Company (as Owner Trustee) and Chase Manhattan Bank (as Indenture Trustee).


     Insurer/ Insurance Policy:  AMBAC Indemnity  Corporation will cover 100% of
losses of  principal  and  interest  allocable  to Class A-1 (subject to certain
limitations as set forth in the related prospectus).


Managers:
MORGAN STANLEY  DEAN WITTER (Lead manager);
Residential Funding Securities Corporation (co-manager).


Expected Pricing Date:
January 16, 1998.


Expected Settlement:
January 29, 1998, through DTC, Euroclear and CEDEL.


Distribution Dates:
The 20th of each month, beginning February 20, 1998.


     Class A-1  Interest  Rate Cap:  The Class  A-1 pays  1-month  Libor  plus a
spread,  capped at the Net Loan  Rate Cap (the  weighted  average  coupon on the
loans in a given  month,  less the  servicing  and surety fee of 0.58%),  with a
maximum lifetime rate cap of 17.25% The Net Loan Rate Cap is initially 9.19% and
adjusts up to Prime + 1.77% in three months.



     Collateral  Description:  The underlying  HELOC loans have an initial gross
coupon of 9.90% and reset monthly at Prime + 2.48% subject to a weighted average
life cap of 18.76%.


Pricing Speed:
30% CPR with a 15% Constant Draw Rate.


Day Count Basis:
Actual/360 interest accrual


Legal Final Maturity:
June, 2023


MORGAN STANLEY DEAN WITTER
Mortgage Finance Group
MBS/ABS Capital Markets


January 15, 1998
$ 517,879,000

RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC., Series 1998-HS1
Home Equity Loan-Backed Term Notes 

RESIDENTIAL FUNDING CORPORATION
Master Servicer

Transaction Highlights (continued)




Optional Call:
10% of the original pool balance.


Trust Tax Status:
Owner Trust.  This is not a REMIC trust.


ERISA Eligibility:
The Class A-1 is expected to be ERISA eligible.


SMMEA Eligibility:
The Class A-1 is not SMMEA eligible.

Deal Summary



     *    Two types of  securities  will be issued by the Owner Trust as part of
          this  transaction:  the Term  Notes and the  Variable  Funding  Notes.
          Issuer's  counsel  will deliver an opinion that the Term Notes and the
          Variable  Funding Notes will be classified as debt of the Owner Trust.
          * Both types of  securities  will  receive  interest at their  current
          coupon  rate and will  share in  principal  collections  on a pro-rata
          basis. * Initially, the Term Notes balance will exceed the outstanding
          Mortgage   Loan   balance   by   1.5%,    representing    an   initial
          undercollateralization  of Notes related to the Mortgage Notes. * Both
          types of securities will benefit from the credit enhancement  provided
          by excess  interest,  overcollateralization,  and the AMBAC  insurance
          policy. * The Mortgage Loans total approximately $510,226,290 and have
          an average  outstanding  balance of $33,067. * The Mortgage Loans have
          an initial WAC of 9.90% and a Weighted  Average  Margin over the Prime
          Rate of 2.48%

     *    The Variable  Funding Notes will initially be issued to RFC. They will
          initially  have $0  principal  balance.  During the  revolving  period
          (defined below), the Variable Funding Notes will accrue a balance only
          in months that draws on the lines exceed payments on the lines.  After
          the revolving period, the Variable Funding Notes will accrue a balance
          equal to all draws on the credit lines.

     *    The  transaction   utilizes  a  Managed  Amortization  Plan  Structure
          ("MAPS").  * In a MAPS  structure,  new draws on the HELOCs are netted
          against prepayments during an initial period (the "revolving period").
          In this  transaction the revolving  period is 60 months. * The pricing
          payment  rate of 30% CPR and pricing draw rate of 15% CPR would result
          in a net pricing CPR of 15% during the revolving  period.  * After the
          revolving period of 60 months, or earlier should a rapid  amortization
          event  occur,  Holders  will  receive  their  pro-rata  allocation  of
          principal  collections  (without  netting  the draw  amount)  received
          during the related collection period. This "rapid amortization" period
          has the effect of accelerating the principal payout to the Holders.

     *    Credit Enhancement for the transaction is provided by the following: *
          Excess Interest on the HELOCs *  Overcollateralization  (greater HELOC
          collateral  balance than Note balance) that is created by using Excess
          Interest to pay down  principal  on the Notes.  * A 100%  guarantee of
          principal  and  interest  allocable to the Term Notes and the Variable
          Funding  Notes  provided by AMBAC  Indemnity  Corporation  (subject to
          certain limitations set forth in the related prospectus).


Credit Structure


     Application of Collections: Collections of principal and interest generated
          by the pool will be applied monthly as described below.


I. Monthly Interest Collections:
Collections of interest will be applied in the following priority:

     1)   Servicing  fee payment  (0.58% annual fee) plus any accrued and unpaid
          servicing fee; 2) Payment on any accrued interest due on the Notes; 3)
          Payment of principal on any Liquidation  Loss Amount  allocable to the
          Notes;  4)  Payment  of  principal  on  any  Liquidation  Loss  Amount
          allocable to the Notes from a previous period and not yet paid; 5) The
          insurance policy premium; 6) Reimbursement of AMBAC for prior draws on
          the insurance policy; 7) Payment of principal on the Notes to increase
          the  overcollateralization  amount up to the O/C target; 8) Payment of
          Term Notes and  Variable  Funding  Notes  prorata,  based on  security
          balance  any  interest  shortfall   previously  unpaid  together  with
          interest thereon; 9) Payment to Certificate holders.

     Interest collections  allocated pursuant to items 3, 4, 6, and 7 constitute
"Excess Interest"  (expected to be approximately 4.00% - 4.50% as of the Cut-Off
Date) which is utilized to cover  losses on interest and  principal  payments on
the loans.

     II. Monthly Principal Collections:  Collections of principal will be passed
through to the Notes in the following priority:

     1)   During  the  60  month  revolving  period,  an  amount  equal  to  the
          difference between the monthly principal  collected and any additional
          draws on the borrowers'  credit lines; 2) On the distribution  date in
          February 2003 (or earlier  should a rapid  amortization  event occur),
          Holders  will  receive  their  pro-rata  percentage  of all  principal
          collections received during the related collection period.
 
     III. Rapid Amortization  Events: 1) The failure of the Seller  (Residential
          Funding  Corporation)  to make  any  required  payments  or  deposits,
          deliver files, or to observe or perform any covenants or agreements as
          required after a specified grace period;  2) If any  representation or
          warranty  made  by the  Seller  is  incorrect  in a  material  way and
          adversely  affects the interest of Holders or AMBAC and such breach is
          not  cured  in  a  specified   term;  3)  Bankruptcy,   insolvency  or
          receivership  of the Seller or the Trust; 4) The Trust becomes subject
          to regulation as an investment company; 5) If a Servicing  Termination
          Event  relating to the Master  Servicer  occurs;  6) If the  aggregate
          principal of all draws under the certificate insurer policy exceeds 1%
          of the original  pool  balance;  7) The Trust is  determined  to be an
          association taxable as a corporation for federal income tax purposes.







Collateral Description

     Home Equity Loan Type:  Home equity lines of credit  ("HELOCs").  Borrowers
          generally  obtain  advances of principal (up to the respective  Credit
          Limits)  and repay such  principal  during  the term of the loan.  All
          information  below is  approximate  and based on data as of January 1,
          1998.


Aggregate Pool Balance:
$ 510,226,290


Number of Loans:
15,430


Average Outstanding Balance:
$33,067 (range: $0 to $497,966)


Average Credit Line:
$42,358 (highest: $550,000)


Lien Position:
1.97% first lien and 98.03% second lien


Combined Loan to Value Ratio:
84.49% weighted average (26.33% have a CLTV less than or equal to 80%)


Loan Utilization Rate:
78.07% weighted average (highest:  101.50%)


Junior Mortgage Ratio:
21.98% weighted average


     Property Type: 93.64% single family and de-minimus PUD; 3.74%  condominium;
1.27% PUD; 1.35% other


Owner Occupancy:
99.74% owner-occupied; 0.25% second home; 0.01% investment


Weighted Average Coupon:
9.904% (range from 5.99 % - 17.25%)


Index:
100 % of the loans are indexed off of Prime


Gross Margin:
The weighted average gross margin is 2.48% at the cut-off date


     Gross  Life Cap:  86.11% of the loans have a  lifetime  cap of 18.00%;  the
weighted average life cap of the remaining loans is 23.49%


Reset Frequency:
The loans reset on a monthly basis to Prime + their respective margins


Origination Dates:
All loans were originated between August, 1988 and December, 1997


Interest Rate:
Monthly adjustable rate indexed to the Prime Rate


Weighted Average Maturity:
226 months (range from 80 - 300)


Latest Scheduled Maturity:
December, 2022


     Geographic  Distribution:  CA (56.75%), FL (4.34%), CO (3.93%), UT (3.56%),
MI (3.25%), WA (3.13%), with the remaining states under 3.0%


     Principal Draws:  Borrowers may draw down additional principal on the loans
up to a  specified  credit  limit  up to  either  five or  fifteen  years  after
origination ("the draw period")


     Principal  Repayment:  Repayment is required within ten years of the end of
the draw period.  20.29% of the loans are interest only loans requiring  balloon
payments at maturity


Prepayment Speed:
30 % CPR is the pricing prepayment speed


Principal Draw Rate:
15 % is the principal draw rate assumption for pricing









     5 The  information  herein has been provided solely by Morgan Stanley & Co.
Incorporated based on information with respect to the mortgage loans provided by
the  sponsor.   Neither  the  sponsor  nor  any  of  its  affiliates  makes  any
representations  as to the accuracy or completeness  of the information  herein.
The  information  herein is preliminary and will be superseded by the Prospectus
Supplement and by any other information  subsequently  filed with the Securities
and Exchange  Commission  (SEC).  All assumptions and information in this report
reflect  Morgan Stanley & Co.  Incorporated's  judgement as of this date and are
subject to change.  All analyses are based on certain  assumptions  noted herein
and different  assumptions could yield substantially  different results. You are
cautioned that there is no universally  accepted method for analyzing  financial
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these assumptions and your actual business practices.  Further, Morgan Stanley &
Co.  Incorporated does not guarantee any results and there is no guarantee as to
the  liquidity of the  instruments  involved in this  analysis.  The decision to
adopt  any  strategy   remains  your   responsibility.   Morgan  Stanley  &  Co.
Incorporated or any of its affiliates or their officers, directors, analysts, or
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Japan Ltd. representative about the investments concerned.  NOT FOR DISTRIBUTION
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