BEAR STEARNS ASSET BACKED SECURITIES INC
8-K, 1999-06-09
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): June 7, 1999





                  BEAR STEARNS ASSET BACKED SECURITIES, INC.
            (Exact name of registrant as specified in its charter)

          Delaware                 333-9532                      13-3836437
(State or Other Jurisdiction     (Commission                  (I.R.S. Employer
     of Incorporation)           File Number)              Identification No.)

  245 Park Avenue
  New York, New York                                             10167
  (Address of Principal                                        (Zip Code)
   Executive Offices)

Registrant's telephone number, including area code (212) 272-4095

- -----------------------------------------------------------------



<PAGE>



Item 5.  Other Events.

Filing of Computational Materials

         In connection with the proposed offering of the GMACM Revolving Home
Equity Loan Trust 1999-1 Home Equity Loan-Backed Term Notes, Series 1999-1 (the
"Term Notes"), Bear, Stearns & Co. Inc., as representative of the underwriters
(the "Representative"), has prepared certain materials (the "Series Term Sheet"
including the "Computational Materials") for distribution to potential
investors. Although Bear Stearns Asset Backed Securities, Inc. (the "Company")
provided the Representative with certain information regarding the
characteristics of the mortgage loans (the "Mortgage Loans") in the related
portfolio, the Company did not participate in the preparation of the
Computational Materials.

         For purposes of this Form 8-K, Computational Materials shall mean
computer generated tables and/or charts displaying, with respect to the Term
Notes, any of the following: yield; average life; duration, expected maturity;
interest rate sensitivity; loss sensitivity; cash flow characteristics;
background information regarding the Mortgage Loans; the proposed structure;
decrement tables; or similar information (tabular or otherwise) of a
statistical, mathematical, tabular or computational nature. The Series Term
Sheet including Computational Materials is attached hereto as Exhibit 99.1.


<PAGE>




Item 7.  Financial Statements, Pro Forma Financial

         Information and Exhibits.

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

         99.1     Series Term Sheet including Computational Materials,
                  filed on Form 8-K dated June 7, 1999.


<PAGE>


                                  SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                       BEAR STEARNS ASSET BACKED
                                        SECURITIES, INC.



                                       By:   /s/ Jonathan Lieberman
                                            -------------------------------
                                                 Jonathan Lieberman

Dated:  June 9, 1999

<PAGE>


                                 Exhibit Index

Exhibit

99.1        Series Term Sheet including Computational Materials,
            filed on Form 8-K dated June 7, 1999


<PAGE>



                                 Exhibit 99.1

                 GMACM REVOLVING HOME EQUITY LOAN TRUST 1999-1

       Recipients of these Computational Materials must read and acknowledge
       the attached document "STATEMENT REGARDING ASSUMPTIONS AS TO
       SECURITIES, PRICING ESTIMATES, AND OTHER INFORMATION" before using or
       relying on the information contained herein. In addition, recipients of
       these Computational Materials may only use or rely on the information
       contained herein if read in conjunction with the related Prospectus and
       Prospectus Supplement. If you have not received the statement described
       above or the related Prospectus and Prospectus Supplement, please
       contact your account executive at Bear, Stearns & Co. Inc.

BEAR STEARNS                                           BEAR, STEARNS & CO. INC.
Atlanta * Boston * Chicago                        Asset-Backed Securities Group
Dalass * DC * Los Angeles
* New York * San Francisco                                      245 Park Avenue
Frankfurt * Geneva * Hong Kong                         New York, New York 10167
London * Paris * Tokyo                       (212) 272-2000; (212) 272-7294 fax

    GMACM REVOLVING HOME EQUITY LOAN TRUST 1999-1: COMPUTATIONAL MATERIALS

FAX TO:                                           DATE:       June 7, 1999
COMPANY:                         # PAGES (incl. cover):       31
FAX NO:                                       PHONE NO:
FROM:                                         PHONE NO:

   STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES, PRICING ESTIMATES, AND
                               OTHER INFORMATION

The information contained in the attached materials (the "Information") may
include various forms of performance analysis, security characteristics and
securities pricing estimates for the securities addressed. Please read and
understand this entire statement before utilizing the Information. The
Information is provided solely by Bear Stearns, not as agent for any issuer,
seller or servicer, and although it may be based on data supplied to it by an
issuer, seller or servicer, none of the issuer, seller or servicer makes any
representations regarding its accuracy or completeness. Should you receive
Information that refers to the "Statement Regarding Assumptions and Other
Information," please refer to this statement instead.

The Information is illustrative and is not intended to predict actual results
which may differ substantially from those reflected in the Information.
Performance analysis is based on certain assumptions with respect to
significant factors that may prove not to be as assumed. You should understand
the assumptions and evaluate whether they are appropriate for your purposes.
Performance results are based on mathematical models that use inputs to
calculate results. As with all models, results may vary significantly
depending upon the value of the inputs given. Inputs to these models include
but are not limited to: prepayment expectations (economic prepayment models,
single expected lifetime prepayments or a vector of periodic prepayments),
interest rate assumptions (parallel and nonparallel changes for different
maturity instruments), collateral assumptions (actual pool level data,
aggregated pool level data, reported factors or imputed factors), volatility
assumptions (historically observed or implied current) and reported
information (paydown factors, rate resets, and trustee statements). Models
used in any analysis may be proprietary making the results difficult for any
third party to reproduce. Contact your registered representative for detailed
explanations of any modeling techniques employed in the Information.

The Information addresses only certain aspects of the applicable security's
characteristics and thus does not provide a complete assessment. As such, the
Information may not reflect the impact of all structural characteristics of
the security, including call events and cash flow priorities at all prepayment
speeds and/or interest rates. You should consider whether the behavior of
these securities should be tested as assumptions different from those included
in the Information. The assumptions underlying the Information, including
structure and collateral, may be modified from time to time to reflect changed
circumstances. Any investment decision should be based only on the data in the
prospectus and the prospectus supplement or private placement memorandum
(Offering Documents) and the then current version of the Information. Offering
Documents contain data that is current as of their publication dates and after
publication may no longer be complete or current. Contact your registered
representative for Offering Documents, current Information or additional
materials, including other models for performance analysis, which are likely
to produce different results, and any further explanation regarding the
Information.

Any pricing estimates Bear Stearns has supplied at your request (a) represent
our view, at the time determined, of the investment value of the securities
between the estimated bid and offer levels, the spread between which may be
significant due to market volatility or illiquidity, (b) do not constitute a
bid by any person for any security, (c) may not constitute prices at which the
securities could have been purchased or sold in any market, (d) have not been
confirmed by actual trades, may vary from the value Bear Stearns assigns any
such security while in its inventory, and may not take into account the size
of a position you have in the security, and (e) may have been derived from
matrix pricing that uses data relating to other securities whose prices are
more readily ascertainable to produce a hypothetical price based on the
estimated yield spread relationship between the securities.

General Information: The data underlying the Information has been obtained
from sources that we believe are reliable, but we do not guarantee the
accuracy of the underlying data or computations based thereon. Bear, Stearns
and/or individuals thereof may have positions in these securities while the
Information is circulating or during such period may engage in transactions
with the issuer or its affiliates. We act as principal in transactions with
you, and accordingly, you must determine the appropriateness for you of such
transactions and address any legal, tax, or accounting considerations
applicable to you. Bear Stearns shall not be a fiduciary or advisor unless we
have agreed in writing to receive compensation specifically to act in such
capacities. If you are subject to ERISA, the Information is being furnished on
the condition that it will not form a primary basis for any investment
decision. The Information is not a solicitation of any transaction in
securities which may be made only by prospectus when required by law, in which
event you may obtain such prospectus from Bear Stearns.


<PAGE>

                 GMACM REVOLVING HOME EQUITY LOAN TRUST 1999-1

  Recipients of these Computational Materials must read and acknowledge the
  attached document "STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES, PRICING
  ESTIMATES, AND OTHER INFORMATION" before using or relying on the information
  contained herein. In addition, recipients of these Computational Materials
  may only use or rely on the information contained herein if read in
  conjunction with the related Prospectus and Prospectus Supplement. If you
  have not received the statement described above or the related Prospectus
  and Prospectus Supplement, please contact your account executive at Bear,
  Stearns & Co. Inc.


                                     INDEX

                       I.      Deal Summary
                       II.     Summary of Terms
                       III.    Risk Factors
                       IV.     Collateral Profile
                       V.      Bond Sensitivity
<TABLE>
<CAPTION>

                        OFFERED NOTES (PRICED TO CALL)

                                                                       AVERAGE     AVERAGE     MODIFIED       MODIFIED
                                                                       LIFE TO     LIFE TO     DURATION       DURATION
                      EXPECTED RATINGS     APPROXIMATE    EXPECTED  MATURITY (1)   CALL (1)   TO MATURITY(1) TO CALL (1)
 CLASS DESCRIPTION      S&P/MOODY'S           SIZE         COUPON      (YEARS)     (YEARS)      (YEARS)        (YEARS)
- -------------------------------------------------------------------------------------------------------------------------

<S>                    <C>               <C>              <C>           <C>          <C>         <C>            <C>
     Term Notes           AAA/Aaa        $[250,000,000]   Libor +       4.51         4.31        3.80           3.68
                                                             [ ]
</TABLE>

(table continued)

      PRINCIPAL       PRINCIPAL
      WINDOW TO       WINDOW TO        LEGAL
     MATURITY (1)      CALL (1)        FINAL
       (MONTHS)        (MONTHS)      MATURITY
- ----------------------------------------------

         155              79         June 2027


            THE NOTES:

            o       The Notes are backed initially by approximately 32%
                    fixed-rate home equity loans and 68% adjustable-rate
                    Prime-indexed home equity lines of credit. During an 18
                    month revolving period, the GMACM will sell predominately
                    adjustable-rate Prime-indexed home equity lines of credit
                    ("HELOCs") and draws on the HELOCs to the trust. After the
                    initial 18 month revolving period, for the next 48 months,
                    only additional draws from the HELOCs will be sold to the
                    trust. Thereafter, no additional collateral will be sold
                    to the trust.

            o       The Notes are priced to call. The margin above LIBOR will
                    double, if the Notes are not called upon the collateral
                    pool declining to 10% of the Term Note Balance.

            o       The Notes are payable interest monthly, and principal
                    monthly starting with the end of the Revolving Period (on
                    December 31, 2000), on an Actual/360 basis. Interest
                    payable on the notes is subject to an available funds cap
                    and an overall cap of 14.5%, provided, however, investors
                    will be entitled to an interest carry-forward amount
                    should LIBOR plus the margin exceed the available funds
                    cap for such periods.

            o       The optional call on the Notes is set at 10% of the Term
                    Note Balance.

            o       The home equity lines of credit have a gross pricing
                    prepayment speed of 35% CPR with a draw rate of 12% CPR,
                    for a Net 23% CPR; the home equity loans have been modeled
                    as if they are home equity lines of credit, and as such,
                    they have the same prepayment speed solely for modeling
                    purposes.

                         STRUCTURE SUMMARY:

            o       There is a Revolving Period of 18 months, during which
                    there will be a lockout on principal payments. Principal
                    from collateral prepayments will be reinvested in new
                    HELOCs and draws by HELOC borrowers.

            o       Credit enhancement is provided by excess cash,
                    overcollateralization and the Ambac surety bond.

                    Ambac surety bond insures timely payment of interest and
                    ultimate payment of principal.

                    GMAC Mortgage is Servicer
                    for the transaction and Norwest Bank is Indenture
                    Trustee.

                     (1) THE BONDS WILL BE PRICED USING A PREPAYMENT SPEED OF
                     (i) IN THE CASE OF THE HELOCS, A GROSS CPR AS DISCLOSED
                     ABOVE LESS A CONSTANT DRAW RATE OF 12%, AND (ii) IN THE
                     CASE OF THE HELS, SUCH COLLATERAL IS MODELED AS IF IT IS
                     HELOCS WITH THE SAME GROSS AND NET CPR ASSUMPTIONS.
                     NOTWITHSTANDING THE MODELING ASSUMPTION FOR THE HELS, IN
                     THE GMACM 1998-2 TRANSACTION, THE HELS WERE MODELED WITH
                     A NET CPR OF 35% WHICH SHORTENED THE AVERAGE LIFE OF THE
                     TERM NOTES IN THE GMACM 1998-2 TRANSACTION.


<PAGE>


                 GMACM REVOLVING HOME EQUITY LOAN TRUST 1999-1


                    DESCRIPTION OF THE SELLER AND SERVICER

GMAC Mortgage Corporation ("GMACM") provides mortgage and home equity lending
services to residential customers. GMACM is an interrelated group of
specialized financial services businesses serving selected niche markets
nationwide.

In 1997 and 1998, GMACM originated $446.5 and $[500]million of lines of credit
and closed end home equity loans.

GMACM provides mortgage banking services including home equity lending and
refinancing to customers in all 50 states through its more than 250 offices.
GMACM's servicing portfolio consists of in excess of 1.1 million customer
accounts, making GMACM one of the largest mortgage banking firms in the United
States.

LOAN PROGRAMS

GMACM's core home equity loan programs consist primarily of (1) a fixed rate
closed end home equity product ("HEL") and (2) an open end variable rate home
equity line of credit ("HELOC") product, which is an adjustable rate loan that
generally indexes off of Prime plus a specified margin. A significant
percentage of GMACM's originations are second lien home equity product with
CLTV ranging from 80% up to 100%.

UNDERWRITING / CREDIT

GMACM's underwriting guidelines are periodically revised based on prevailing
conditions in the residential mortgage market and the market for mortgage
securities. Available line sizes at varying CLTVs are primarily influenced by
borrower credit quality. The company uses a variety of credible data sources
to assess the relative economic stability of each market. GMACM's loan
decisions are based on cash flow, credit quality, historical credit
performance and supplemented by collateral as a secondary source of loan
repayment.

SERVICING

(1)SERVICING OPERATIONS - is comprised of the traditional loan servicing
   functions: cashiering/payment processing, advances, customer service,
   escrow management/taxes and insurance, records and collateral management,
   reconveyances, demands and payoffs.

(2)ASSET RESOLUTION - proactively monitors delinquencies and decides how to
   proceed (foreclosure, or repossession and resale) based upon an economic
   analysis of the individual loan.


<PAGE>


                                    SUMMARY

Issuer......................The GMACM Revolving Home Equity Loan Trust 1999-1,
                            a Delaware  business trust,  will be formed
                            pursuant to a trust agreement.  The assets of the
                            issuer will consist of:

                                  o   the home equity revolving
                                      credit line loans and
                                      home equity loans
                                      transferred to the issuer
                                      on the closing date;

                                  o   additional draws under
                                      the home equity revolving
                                      credit line loans during
                                      the period from the
                                      closing date to but
                                      excluding the beginning
                                      of the rapid amortization
                                      period, as described in
                                      this prospectus
                                      supplement;

                                  o   mortgage loans sold to the issuer
                                      after the closing date; and

                                  o   certain related assets.

The Term Notes..............$[250,000,000]  Home Equity  Loan-Backed  Term
                            Notes,  Series  1999-1,  are being  offered.  The
                            term notes will be issued  pursuant to an
                            indenture to be dated as of June 1, 1999,  between
                            the issuer and Norwest  Bank  Minnesota, National
                            Association, as indenture trustee.

The Variable Funding
Notes.......................Home Equity Loan-Backed Variable Funding Notes,
                            Series 1999-1.  The variable funding notes are not
                            being offered.

The Certificates............Home Equity Loan-Backed Certificates, Series
                            1999-1.  The certificates are not being offered.

Depositor...................Bear Stearns Asset Backed Securities, Inc.

Seller and Servicer.........GMAC Mortgage Corporation, a Pennsylvania
                            corporation, will be the seller and servicer of
                            the mortgage loans. The servicer will be obligated
                            to service the mortgage loans pursuant to the
                            servicing agreement to be dated as of June 1,
                            1999, among the servicer, the issuer and the
                            indenture trustee.

Owner Trustee...............Wilmington Trust Company.

Indenture Trustee...........Norwest Bank Minnesota, National Association.

Statistical Calculation
Date........................The close of business on May 17, 1999.

Cut-Off Date................The close of business on June 1, 1999.

Closing Date................On or about June [17], 1999.

Payment Date................The 18th day of each month (or, if that day is not
                            a Business  Day, the next Business  Day),
                            beginning on July 19, 1999.

Denominations and
 Registration...............The term notes will be issued in minimum
                            denominations of $25,000 and integral multiples of
                            $1,000 in excess of that amount. The term notes
                            will initially be issued in book-entry form. Those
                            acquiring beneficial ownership interests in the
                            term notes, the term note owners, may elect to
                            hold their term notes through The Depository Trust
                            Company in the United States, or Cedelbank or the
                            Euroclear System in Europe. Transfers within The
                            Depository Trust Company, Cedelbank or the
                            Euroclear System will be in accordance with the
                            usual rules and operating procedures of that
                            system. No term note owner can receive a physical
                            certificate representing their interest, except if
                            definitive term notes are issued. All references
                            herein to any term notes reflect the rights of
                            term note owners only as those rights may be
                            exercised through The Depository Trust Company and
                            its participating organizations for so long as
                            those term notes are in book-entry form.

The Mortgage Pool...........Unless we indicate otherwise, the statistical
                            information we present herein reflects the initial
                            pool of mortgage loans as of the Statistical
                            Calculation date. The aggregate outstanding
                            principal balance of the initial mortgage loans as
                            of the Statistical Calculation date is
                            approximately $145,879,109.55. The outstanding
                            principal balance of each initial mortgage loan as
                            of the Statistical Calculation date is the
                            "Statistical Calculation date balance".

                            o Home equity revolving credit line loans to be
                              sold to the issuer will be adjustable rate home
                              equity revolving credit line loans evidenced by
                              the related credit line agreements and secured
                              by the related mortgages or deeds of trust on
                              residential properties.

                            o No more than approximately 95.61% of the initial
                              home equity revolving credit line loans (by
                              Statistical Calculation date balance) are
                              secured by second or more junior mortgages or
                              deeds of trust and the rest are secured by first
                              mortgages or deeds of trust.

                            The property of the trust will include:

                            o the unpaid principal balance of the initial home
                              equity revolving credit line loans as of the
                              close of business on the cut-off date;

                            o the unpaid principal balance of the home equity
                              revolving credit line loans added to the
                              property of the trust after the closing date as
                              of the related subsequent cut-off date of those
                              loans; and

                            o any additions to the home equity revolving
                              credit line loans as a result of draws or new
                              advances of money made pursuant to the
                              applicable credit line agreement after the
                              related cut-off date or subsequent cut-off date.

                            The unpaid principal balance of a home equity
                            revolving credit line loan on any day will be
                            equal to:

                            o its cut-off date balance or subsequent cut-off
                              date balance, plus

                            o any additional balances relating to that loan
                              sold to the issuer before that day, minus

                            o all collections credited against the principal
                              balance of such home equity revolving credit
                              line loan in accordance with the related credit
                              line agreement since the cut-off date or
                              subsequent cut-off date. The principal balance
                              of a liquidated home equity revolving credit
                              line loan after the final recovery of related
                              liquidation proceeds will be zero.

                            The home equity loans to be sold to the Issuer
                            will be fixed rate closed-end home equity loans
                            evidenced by promissory notes and secured by
                            mortgages on the related mortgaged properties. No
                            more than approximately 99.11% of the initial home
                            equity loans (by Statistical Calculation date
                            balance) are secured by second or more junior
                            mortgages or deeds of trust and the remainder are
                            secured by first mortgages or deeds of trust. The
                            property of the trust will include the principal
                            balances of the initial home equity loans as of
                            the cut-off date. The initial home equity loans
                            provide for substantially equal payments in an
                            amount sufficient to amortize the home equity
                            loans over their terms.

Loan Rate...................The loan rate of each mortgage loan is the per
                            annum interest rate required to be paid by the
                            mortgagor under the terms of the related mortgage
                            note or credit line agreement. The loan rate borne
                            by each mortgage loan, after the completion of any
                            initial teaser period during which the loan rate
                            may be fixed or set at a discounted variable rate
                            for a period of from three to six months, is:

                            o in the case of a home equity revolving credit
                              line loan, adjustable on the date specified in
                              the related credit line agreement to a rate
                              based on an index; and

                            o in the case of a home equity loan, fixed as of
                              the date of its origination.

                            Interest on each home equity revolving credit line
                            loan is computed daily and payable monthly on the
                            average daily outstanding principal balance of
                            such home equity revolving credit line loan. After
                            any initial teaser period during which the loan
                            rate may be fixed or set at a discounted variable
                            rate for approximately three to six months, the
                            loan rate on each home equity revolving credit
                            line loan will be adjusted on each adjustment date
                            to a rate equal to the sum of the index and a
                            fixed percentage specified in the related credit
                            line agreement, and is generally subject to a
                            maximum loan rate over the life of the home equity
                            revolving credit line loan specified in such
                            credit line agreement. As of the Statistical
                            Calculation date, the weighted average loan rate
                            for the home equity revolving credit line loans,
                            after the expiration of any applicable teaser
                            periods, is approximately 9.510% and for the home
                            equity loans is approximately 9.712%.

Pre-Funding Account.........On the closing date, approximately $[87,500,000]
                            will be deposited into an account designated the
                            "pre-funding account". This amount will come from
                            the proceeds of the sale of the term notes. During
                            the pre-funding period, funds on deposit in the
                            pre-funding account will be used by the issuer to
                            buy mortgage loans from the seller from time to
                            time. The pre-funding period will be the period
                            from the closing date to the earlier of:

                            o the date on which the amount on deposit in the
                              pre-funding account is less than $100,000; or

                            o December 31, 1999.

                              The mortgage loans sold to the trust after the
                              closing date, as well as all initial mortgage
                              loans, will conform to certain specified
                              characteristics. After the end of the pre-funding
                              period, mortgage loans will continue to be
                              purchased by the issuer through the end of the
                              revolving period, subject to certain conditions.

Capitalized Interest
 Account....................On the closing date, if required by Ambac
                            Assurance Corporation, part of the proceeds of the
                            sale of the term notes will be deposited into an
                            account designated the "capitalized interest
                            account", which will be held by the indenture
                            trustee. Amounts on deposit in the capitalized
                            interest account will be withdrawn on each payment
                            date during the pre-funding period to cover any
                            shortfall in interest payments on the notes due to
                            the pre-funding feature during the pre-funding
                            period. Any amounts remaining in the capitalized
                            interest account at the end of the pre-funding
                            period will be paid to the seller.

Funding Account.............An account designated the "funding account" will
                            be set up with the indenture trustee on the
                            closing date. On each payment date during the
                            revolving period, the indenture trustee will
                            deposit principal collections for the related
                            collection period into the funding account, and
                            will apply them first to buy additional balances
                            arising under home equity revolving credit line
                            loans in the trust and thereafter to buy more
                            mortgage loans, to the extent they are available.
                            If not all principal collections in the funding
                            account have been applied to buy additional
                            balances and mortgage loans at the end of the
                            revolving period, the amount left in the funding
                            account will be paid to noteholders as a payment
                            of principal. During the revolving period, we
                            expect that mortgage loans bought with amounts in
                            the funding account will primarily be home equity
                            revolving credit line loans.

Interest Payments...........Interest payments on the term notes will be made
                            monthly on each payment date, beginning in July
                            1999, at the note rate described below for the
                            related interest period, subject to the
                            limitations set forth below, which may result in
                            interest shortfalls, as described below. The note
                            rate for each interest period will be a floating
                            rate equal to the least of:

                            o LIBOR plus _____% per annum (or, on any payment
                              date on which the aggregate term note balance is
                              less than 10% of the initial aggregate term note
                              balance, LIBOR plus _____% per annum);

                            o the net loan rate; and

                            o _____% per annum.

                            However, on any payment date for which the related
                            note rate has been determined by the second bullet
                            point above, the interest shortfall will be
                            determined. Interest shortfalls and interest on
                            them at the note rate (as adjusted from time to
                            time) will be paid on later payment dates, to the
                            extent funds are available for that purpose.
                            Interest shortfalls will not be covered by the
                            financial guaranty insurance policy and may remain
                            unpaid on the final payment date for the term
                            notes. Interest on the notes for each payment date
                            will accrue from the preceding payment date (or,
                            in the case of the first payment date, from the
                            closing date) through the day before that payment
                            date, on the basis of the actual number of days in
                            that interest period and a 360-day year.

                            All interest payments on the notes for any payment
                            date will be allocated to the term notes and the
                            variable funding notes pro rata based on their
                            respective interest accruals. The interest rate on
                            the variable funding note will not significantly
                            exceed the interest rate on the Term Notes.

Principal Payments..........With respect to any payment date during the
                            revolving period, no principal will be paid on the
                            notes, and all principal collections will be
                            deposited into the funding account and used to
                            purchase additional balances relating to home
                            equity revolving credit line loans and mortgage
                            loans. On each payment date during the managed
                            amortization period, the aggregate amount payable
                            as principal of the notes will be equal to net
                            principal collections for that payment date. On
                            each payment date during the rapid amortization
                            period, the aggregate amount payable as principal
                            of the notes will be equal to principal
                            collections for that payment date. In addition, on
                            each payment date after the end of the revolving
                            period, to the extent of funds available for that
                            purpose, holders of the term notes and the holders
                            of the variable funding notes will be entitled to
                            get certain additional amounts in reduction of the
                            note balance of the related notes, generally equal
                            to liquidation loss amounts.

                            All principal payments due and payable on the
                            notes will be allocated to the term notes and the
                            variable funding notes pro rata based on the
                            outstanding principal balances thereof until paid
                            in full. In no event will principal payments on
                            the notes on any payment date exceed the related
                            note balance of those notes on that payment date.
                            On the final payment date, principal will be due
                            and payable on the notes in an amount equal to the
                            related note balance remaining outstanding on that
                            payment date.

                            The revolving period will be the period beginning
                            on the closing date and ending on the earlier of
                            December 31, 2000 and the occurrence of a managed
                            amortization event or certain rapid amortization
                            events. The managed amortization period will be
                            the period beginning on the first payment date
                            following the end of the revolving period and
                            ending on the earlier of December 31, 2004 and the
                            occurrence of certain rapid amortization events.
                            The rapid amortization period will be the period
                            beginning on the earlier of the first Payment Date
                            following the end of the managed amortization
                            period and the occurrence of certain rapid
                            amortization events, and ending upon the
                            termination by the issuer. A managed amortization
                            event will be deemed to occur on any date on which
                            the amount on deposit in the funding account
                            equals or exceeds $10,000,000.

Allocation of Payments on
 the Mortgage Loans.........All collections on the mortgage loans will
                            generally be allocated by the servicer according
                            to the terms of the related credit line agreements
                            or mortgage notes between amounts collected in
                            respect of interest and principal.

                            o With respect to each payment date, the portion
                              of interest collections available to be applied
                              towards the payment of interest on the notes
                              will equal interest collections for such payment
                              date.

                            o The portion of principal collections available
                              to be applied towards the payment of principal
                              on the notes will equal:

                              o at any time during the revolving period, zero,

                              o at any time during the managed amortization
                                period, net principal collections for such
                                payment date and

                              o at any time during the rapid amortization
                                period, principal collections for such payment
                                date.

                            During the revolving period, principal collections
                            will be applied by the trust to buy mortgage loans
                            and, during the period from the closing date to
                            the beginning of the rapid amortization period,
                            principal collections will be applied to purchase
                            additional balances, in each case to the extent
                            they are available. Principal collections will no
                            longer be applied to acquire mortgage loans after
                            the end of the revolving period and will no longer
                            be applied to buy additional balances during the
                            rapid amortization period.

Credit Enhancement..........The credit enhancement provided for the benefit of
                            the noteholders will consist of:

                              o Excess Spread;

                              o overcollateralization; and

                              o the financial guaranty insurance policy.

The Enhancer................Ambac Assurance Corporation, a Wisconsin-domiciled
                            stock insurance corporation.

Optional Redemption.........A principal payment may be made to redeem the term
                            notes upon the exercise by the servicer of its
                            option to purchase the mortgage loans and the
                            related assets of the trust after the aggregate
                            balance of the term notes is reduced to an amount
                            less than or equal to 10% of their initial
                            balance. The purchase price payable by the
                            servicer for these mortgage loans will be the sum
                            of:

                            o the aggregate outstanding principal balance of
                              the mortgage loans, plus accrued and unpaid
                              interest thereon at the weighted average of the
                              net loan rates of these mortgage loans through
                              the day preceding the payment date of this
                              purchase;

                            o an amount equal to any interest shortfalls plus
                              accrued and unpaid interest on these interest
                              shortfalls; and

                            o all amounts due and owing Ambac Assurance
                              Corporation.

Final Payment of Principal
on the Notes................The notes will be payable in full on the payment
                            date in [June 2029] to the extent of the
                            outstanding note balance on that date, if any. In
                            addition, the issuer will pay the notes in full
                            upon the exercise by the Servicer of its option to
                            purchase all of the mortgage loans in the trust
                            and all property acquired relating to
                            the mortgage loans.

Optional Removal of Certain
Mortgage Loans..............In certain instances where a mortgagor either:

                            o requests an increase in the credit limit on the
                              related home equity revolving credit line loan
                              above the limit stated on the related credit
                              line agreement;

                            o asks to place a lien on the related mortgaged
                              property senior to the lien of the related
                              mortgage loan; or

                            o refinances the senior lien resulting in a
                              combined loan-to-value ratio above the prior
                              combined loan-to-value ratio for that loan;

                            then the servicer will have the option to purchase
                            from the trust that home equity revolving credit
                            line loan.

ERISA Considerations........The term notes are eligible for purchase by
                            pension, profit-sharing or other employee benefit
                            plans as well as individual retirement accounts
                            and certain types of Keogh Plans. However, any
                            fiduciary or other investor of assets of a plan
                            that proposes to acquire or hold the term notes on
                            behalf of or with assets of any plan should
                            consult with its counsel with respect to the
                            potential applicability of the fiduciary
                            responsibility provisions of ERISA and the
                            prohibited transaction provisions of ERISA and the
                            Internal Revenue Code of 1986, as amended, to the
                            proposed investment.

Certain Federal Income
Tax Considerations..........In the opinion of Brown & Wood LLP, special tax
                            counsel to the depositor, for federal income tax
                            purposes, the term notes will be characterized as
                            indebtedness, and the issuer, as created and
                            governed pursuant to the terms and conditions of
                            the trust agreement, will not be characterized as
                            an association (or a publicly traded partnership)
                            taxable as a corporation for federal income tax
                            purposes, or as a "taxable mortgage pool" within
                            the meaning of section 7701(i) of the Internal
                            Revenue Code of 1986, as amended. In addition,
                            each noteholder, by its acceptance of a note, will
                            agree to treat that note as debt for federal,
                            state and local tax purposes.

Legal Investment............The term notes will not constitute "mortgage
                            related securities" for purposes of the Secondary
                            Mortgage Market Enhancement Act of 1984, as
                            amended, because the property of the trust
                            includes mortgage loans secured by subordinate
                            liens on the related mortgaged properties.
                            Institutions the investment activities of which
                            are subject to legal investment laws and
                            regulations or to review by certain regulatory
                            authorities may be subject to restrictions on
                            investment in the Term Notes.

Ratings.....................It is a condition to the issuance of the term
                            notes that they be rated at least "Aaa" by Moody's
                            Investors Service, Inc. and "AAA" by Standard &
                            Poor's, a division of The McGraw-Hill Companies,
                            Inc. A security rating is not a recommendation to
                            buy, sell or hold securities, and may be subject
                            to revision or withdrawal at any time by the
                            assigning rating organization. A security rating
                            does not address the frequency of prepayments of,
                            or draws on, the mortgage loans, the likelihood of
                            the receipt of any amounts in respect of interest
                            shortfalls or any corresponding effect on the
                            yield to investors.


<PAGE>


                                 RISK FACTORS

<PAGE>


         You should consider the following information carefully since it
identifies certain significant sources of risk associated with an investment
in the term notes.

THERE IS A RISK THAT THE MORTGAGED PROPERTIES MIGHT NOT BE ADEQUATE SECURITY
FOR THE MORTGAGE LOANS.

         Although the Mortgage Loans are secured by liens on Mortgaged
Properties, this collateral may not give assurance of repayment of the
Mortgage Loans comparable to that many first lien lending programs provide,
and the Mortgage Loans (especially those with high CLTVs) may have risk of
repayment characteristics more similar to unsecured consumer loans.

         Approximately 96.72% (by Statistical Calculation Date Pool Principal
Balance) of the Initial Mortgage Loans are secured by second or more junior
Mortgages that are subordinate to the rights of the mortgagee under a senior
mortgage or mortgages. The proceeds from any liquidation, insurance or
condemnation proceedings will be available to satisfy the outstanding
Principal Balance of these Mortgage Loans only to the extent that the claims
of the senior mortgages have been satisfied in full, including any related
foreclosure costs. If the Servicer determines that it would be uneconomical to
foreclose on the related Mortgaged Property, the Servicer may write off the
entire outstanding Principal Balance of the related Mortgage Loan. These
considerations will be particularly applicable to Mortgage Loans secured by
second or more junior Mortgages that have high Combined Loan-to-Value Ratios
because, in these cases, the Servicer is more likely to determine that
foreclosure would be uneconomical. These losses will be borne by Noteholders
if the applicable credit enhancement is insufficient to absorb them.

         Defaults on Mortgage Loans are generally expected to occur with
greater frequency in their early years. The rate of default of Mortgage Loans
secured by junior Mortgages may be greater than that of Mortgage Loans secured
by senior Mortgages on comparable properties.

         We cannot assure you that the values of the Mortgaged Properties have
remained or will remain at their levels on the dates of origination of the
related Mortgage Loans. If the residential real estate market experiences an
overall decline in value, this could extinguish the value of the interest of a
junior mortgagee in the Mortgaged Property before having any adverse effect on
the interest of the related senior mortgagees.

THERE ARE RISKS RELATED TO RELYING ON THE CREDIT OF THE MORTGAGORS.

         As a result of the above considerations, the underwriting standards
and procedures applicable to the Mortgage Loans, as well as the repayment
prospects of the Mortgage Loans, may be more dependent on the creditworthiness
of the borrower and less dependent on the adequacy of the Mortgaged Property
as collateral than would be the case under many first lien lending programs.
As to the Mortgage Loans, future changes in the borrower's economic
circumstances will have a significant effect on the likelihood of repayment,
since additional draws on the HELOCs may be made by the borrower in the future
up to the applicable credit limit. Although the HELOCs are generally subject
to provisions whereby the Servicer may reduce the applicable credit limit as a
result of a material adverse change in the borrower's economic circumstances,
the Servicer generally will not monitor for these changes and may not become
aware of them until after the borrower has defaulted. Under certain
circumstances, a borrower with a HELOC may draw his entire credit limit in
response to personal financial needs resulting from an adverse change in
circumstances.

         Under the home equity program of the Seller (the "GMACM HOME EQUITY
PROGRAM") relating to the HELOCs, the Seller generally qualifies Mortgagors
based on an assumed payment that reflects a Loan Rate significantly lower than
the related Maximum Loan Rate. The repayment of any HELOC may thus be
dependent on the ability of the related Mortgagor to make larger interest
payments if the Loan Rate of the related Mortgage Loan is adjusted during the
life of the HELOC.

         Future changes in a borrower's economic circumstances may result from
a variety of unforeseeable personal factors, including loss of employment,
reduction in income, illness and divorce. Any increase in prevailing market
interest rates may adversely affect a borrower by increasing debt service on
the related HELOC or other similar debt of the borrower. In addition, changes
in the payment terms of any related senior mortgage loan may adversely affect
the borrower's ability to pay principal and interest on the senior mortgage
loan. For example, these changes may result if the senior mortgage loan is an
adjustable rate loan and the interest rate on the loan increases, which may
occur with or without an increase in prevailing market interest rates if the
increase is due to the phasing out of a reduced initial rate. Specific
information about these senior mortgage loans, other than the amount of these
loans at origination of the corresponding Mortgage Loan, is not available, and
we are not including it herein.

         General economic conditions, both on a national and regional basis,
will also have an impact on the ability of borrowers to repay their Mortgage
Loans. Certain geographic regions of the United States from time to time will
experience weaker regional economic conditions and housing markets, and, as a
result, will experience higher rates of loss and delinquency than mortgage
loans generally. For example, a region's economic condition and housing market
may be directly, or indirectly, adversely affected by natural disasters or
civil disturbances such as earthquakes, hurricanes, floods, eruptions or
riots. The economic impact of any of these types of events may also be felt in
areas beyond the region immediately affected by the disaster or disturbance.
The Mortgage Loans may be concentrated in these regions, and this
concentration may present risk considerations in addition to those generally
present for similar mortgage-backed securities without this concentration. You
should note that approximately 40.39% and 11.77% (by Statistical Calculation
Date Pool Principal Balance) of the Initial Mortgage Loans are secured by
Mortgaged Properties located in the States of California and Michigan,
respectively. In addition, any change in the deductibility for federal income
tax purposes of interest payments on home equity loans may also have an
adverse impact on the ability of borrowers to repay their Mortgage Loans.

THERE ARE RISKS RELATED TO THE INTEREST-ONLY FEATURE FOR CERTAIN HELOCS.

         As to approximately 98.39% (by Statistical Calculation Date Balance)
of the Initial HELOCs, the borrowers are not required to make any principal
payments until the maturity of their loans (the "BALLOON LOANS"). As such,
these borrowers generally must pay the entire remaining principal amount of
their HELOC at its maturity. The ability of these borrowers to make such a
payment may depend on the ability of these borrowers to get refinancing of the
balance due on their HELOC or to sell the related Mortgaged Property. An
increase in interest rates over the Loan Rate applicable at the time their
HELOC was originated may have an adverse effect on their ability to get
refinancing, to make the required monthly payment or to pay the balance of
their HELOC at its maturity. Collections on the HELOCs may also vary due to
seasonal purchasing and payment habits of borrowers.

         In the case of Balloon Loans, the required minimum monthly payments
on such HELOCs will not amortize the outstanding principal amount of such
HELOCs prior to maturity, which amount may include substantial draws recently
made. Furthermore, HELOCs generally have adjustable rates that are subject to
much higher maximum rates than typically apply to adjustable rate first
mortgage loans, and which may be as high as applicable usury limitations.
Borrowers under these HELOCs are generally qualified based on an assumed
payment that reflects either the initial interest rate or a rate significantly
lower than the maximum rate.

         With respect to certain HELOCs, general credit risk may also be
greater to Noteholders than to holders of instruments representing interests
solely in level payment first mortgage loans, since no payment of principal
generally is required until after either a five, ten or fifteen year Draw
Period under the related Credit Line Agreements. Minimum monthly payments will
at least equal and may exceed accrued interest. Even assuming that the
Mortgaged Properties provide adequate security for the HELOCs, there could be
substantial delays in connection with the liquidation of HELOCs that are
delinquent, and shortfalls in payments to you could occur if the credit
support described in this prospectus supplement is insufficient to absorb
these losses. Further, liquidation expenses (such as legal fees, real estate
taxes, and maintenance and preservation expenses) will reduce the liquidation
proceeds otherwise payable to Noteholders. In the event any Mortgaged Property
fails to provide adequate security for the related Mortgage Loan, any losses
in connection with such Mortgage Loan will be borne by the Noteholders to the
extent that the applicable credit enhancement is insufficient to absorb these
losses.

THERE IS A RISK THAT LOAN RATES MAY REDUCE THE NOTE RATE ON THE TERM NOTES.

         The Note Rate on the Term Notes will be a floating rate. The Loan
Rates of the HELs are fixed and do not adjust. As such, if one-month LIBOR
rises, you could get interest at a rate less than LIBOR plus the specified
margin due to these limitations on the Note Rate. In addition, the weighted
average Loan Rate of the Mortgage Loans will change, and may decrease, over
time due to scheduled amortization of the Mortgage Loans, prepayments of
Mortgage Loans, transfers to the Issuer of Subsequent Mortgage Loans and
removal of Mortgage Loans by the Seller. We cannot assure you that the
weighted average Loan Rate of the Mortgage Loans will not decrease after the
Closing Date.

THERE ARE RISKS RELATING TO YIELD AND PREPAYMENT CONSIDERATIONS.

         The yield to maturity of the Term Notes will depend on the rate and
timing of principal payments (including payments in excess of required
installments, prepayments or terminations, liquidations and repurchases) on
the Mortgage Loans, the rate and timing of draws on the related HELOCs, and
the price you pay for your Term Notes. This yield may be adversely affected by
a higher or lower than anticipated rate of principal payments or draws on the
related HELOCs. The Mortgage Loans may be prepaid in full or in part without
penalty. The rate and timing of defaults on the Mortgage Loans will also
affect the yield to maturity of the Term Notes.

         During the Revolving Period, if the Seller does not sell enough
Additional Balances and/or Subsequent Mortgage Loans to the Issuer, the Issuer
will not fully apply amounts on deposit in the Funding Account to the purchase
of Additional Balances and Subsequent Mortgage Loans by the end of the
Revolving Period. These remaining amounts will be paid to the Noteholders as
principal on the first Payment Date following the end of the Revolving Period.

THERE ARE RISKS RELATING TO LIMITATIONS ON THE REPURCHASE OR REPLACEMENT OF
DEFECTIVE MORTGAGE LOANS BY THE SELLER.

         We cannot assure you that, at any particular time, the Seller will be
able, financially or otherwise, to repurchase or replace Defective Mortgage
Loans. If the Seller repurchases or is required to repurchase defective
mortgage loans from any other series of asset backed securities, the financial
ability of the Seller to repurchase Defective Mortgage Loans from the Issuer
may be adversely affected. In addition, other events relating to the Seller
and its operations could occur that would adversely affect the financial
ability of the Seller to repurchase Defective Mortgage Loans from the Issuer,
including the termination of borrowing arrangements that provide the Seller
with funding for its operations, or the sale or other disposition of all or
any significant portion of the Seller's assets. If the Seller does not
repurchase or replace a Defective Mortgage Loan, then the Servicer, on behalf
of the Issuer, will try to recover the maximum amount possible with respect to
such Defective Mortgage Loan, and any resulting delay or loss will be borne by
the Noteholders, to the extent that the related credit enhancement does not
cover this delay or loss.

THERE ARE RISKS RELATED TO POSSIBLE VARIATIONS IN THE SUBSEQUENT MORTGAGE
LOANS FROM THE INITIAL MORTGAGE LOANS.

         Each Subsequent Mortgage Loan will satisfy the eligibility criteria
referred to in this prospectus supplement at the time the Seller transfers it
to the Issuer. However, the Seller may originate or acquire Subsequent
Mortgage Loans using credit criteria different from those it applied to the
Initial Mortgage Loans. As such, these Subsequent Mortgage Loans may be of a
different credit quality from the Initial Mortgage Loans. Thus, after the
transfer of Subsequent Mortgage Loans to the Issuer, the aggregate
characteristics of the Mortgage Loans then part of the Trust Estate may vary
from those of the Initial Mortgage Loans.

THERE ARE RISKS RELATING TO CERTAIN LEGAL CONSIDERATIONS.

         The Mortgage Loans are secured by Mortgages. With respect to Mortgage
Loans that are secured by first Mortgages, the Servicer may, under certain
circumstances, agree to a new mortgage lien on the related Mortgaged Property
having priority over that Mortgage. Mortgage Loans secured by second or
subsequent Mortgages are entitled to proceeds that remain from the sale of the
related Mortgaged Property after any senior mortgage loans and prior statutory
liens have been satisfied. If these proceeds are insufficient to satisfy these
senior loans and prior liens in the aggregate, the Issuer, and accordingly,
the Noteholders, will bear the risk of delay in distributions while the
Servicer gets a deficiency judgment (to the extent available in the related
state) against the related Mortgagor and, and also bear the risk of loss if
the Servicer cannot get or realize upon that deficiency judgment.

         If the Seller becomes insolvent, the receiver of the Seller may try
to recharacterize the Seller's sale of the Mortgage Loans as a borrowing by
the Seller secured by a pledge of the Mortgage Loans. If the receiver decided
to challenge this transfer, you could experience delays in payments on your
Term Notes, and possible reductions in the amount paid. The Depositor will
warrant that the transfer of its interest in the Mortgage Loans to the Issuer
is a valid transfer and assignment of that interest.

         If a conservator, receiver or trustee is appointed for the Seller, or
if certain other events relating to the insolvency of the Seller occur,
Additional Balances and Subsequent Mortgage Loans will no longer be
transferred by the Seller to the Depositor pursuant to the Purchase Agreement.
If this happens, an Event of Default under the Trust Agreement and the
Indenture will occur, and the Owner Trustee will try to sell the Mortgage
Loans (unless the Enhancer or Holders of Securities evidencing undivided
interests aggregating at least 51% of the aggregate outstanding principal
balance of the Securities instruct otherwise). This would cause early payment
of the Term Note Balance of the Term Notes.

         If the Servicer becomes bankrupt or insolvent, the related bankruptcy
trustee or receiver may have the power to prevent the appointment of a
successor Servicer.

THERE ARE RISKS RELATING TO THE REPURCHASE OPTION OF THE SERVICER.

         In certain instances in which a Mortgagor either:

          o    requests an increase in the credit limit on the related HELOC
               above the limit stated in the Credit Line Agreement;

          o    requests to place a lien on the related Mortgaged Property
               senior to the lien of the related Mortgage Loan; or

          o    refinances the senior lien resulting in a Combined
               Loan-to-Value Ratio above the previous Combined Loan-to-Value
               Ratio for such loan;

then the Servicer will have the option to purchase from the Trust Estate the
related Mortgage Loan at a price equal to the Repurchase Price. There are no
limitations on the frequency of these repurchases or the characteristics of
the Mortgage Loans so repurchased. These repurchases may cause an increase in
prepayments on the Mortgage Loans, which may reduce the yield on the Term
Notes. In addition, these repurchases may affect the characteristics of the
Mortgage Loans in the aggregate with respect to Loan Rates and credit quality.

THERE ARE RISKS RELATING TO THE LIMITATIONS OF, AND THE POSSIBLE REDUCTION AND
SUBSTITUTION OF, CREDIT ENHANCEMENT.

         Credit enhancement will be provided for the Term Notes in the form
of:

          o    Excess Spread (representing excess interest collections, if
               available);

          o    overcollateralization; and

          o    the Policy.

None of the Seller, the Depositor, the Servicer or any of their respective
affiliates will be required to take any other action to maintain, or have any
obligation to replace or supplement, this credit enhancement or any rating of
the Term Notes. To the extent that losses are incurred on the Mortgage Loans
that are not covered by Excess Spread, overcollateralization or the Policy,
Securityholders (including the Term Noteholders) will bear the risk of such
losses.

THERE ARE RISKS RELATING TO SOCIAL, ECONOMIC AND OTHER FACTORS.

         The ability of the Issuer to purchase Subsequent Mortgage Loans is
largely dependent upon whether mortgagors perform their payment and other
obligations required by the related mortgage loans in order that such mortgage
loans meet the specified requirements for transfer on a Subsequent Transfer
Date as a Subsequent Mortgage Loan. The performance by these mortgagors may be
affected as a result of a variety of social and economic factors. Economic
factors include interest rates, unemployment levels, the rate of inflation and
consumer perception of economic conditions generally. However, we cannot
predict whether or to what extent economic or social factors will affect the
performance by such mortgagors and the availability of Subsequent Mortgage
Loans.


<PAGE>


                 GMACM REVOLVING HOME EQUITY LOAN TRUST 1999-1


INITIAL HELOC CHARACTERISTICS

         Set forth below is a description of certain additional
characteristics of the Initial HELOCs as of the Statistical Calculation Date.
Unless otherwise specified, all principal balances of the Initial HELOCs are
as of the Statistical Calculation Date and are rounded to the nearest dollar.
All percentages are approximate percentages by aggregate principal balance as
of the Statistical Calculation Date (except as indicated otherwise).

<TABLE>
<CAPTION>
                                                    PROPERTY TYPE

                                                                                                    PERCENT OF
                                                                                                 INITIAL HELOCS BY
                                                                           STATISTICAL              STATISTICAL
                                                NUMBER OF INITIAL        CALCULATION DATE        CALCULATION DATE
PROPERTY TYPE                                         HELOCS                 BALANCE                  BALANCE

<S>                                                     <C>                <C>                         <C>
Two to Four Family                                      29                 $ 414,153.92                0.42%
Two to Four Unit (Duplex-Fourplex)                      9                  $ 265,351.72                0.27%
Condominium                                            250                $ 4,550,809.80               4.57%
Manufactured                                            2                   $ 29,658.86                0.03%
Multi-Family                                            2                   $ 29,312.47                0.03%
Planned Unit Development                               257                $ 5,404,671.19               5.43%
Single-Family Dwelling                                4,610              $ 88,777,528.31              89.25%
                                                      -----           -  ----------------             ------
                       TOTAL                          5,159              $ 99,471,486.27              100.00%
                                                      =====              ===============              =======
</TABLE>




<TABLE>
<CAPTION>

                                                   OCCUPANCY TYPES

                                                                                                   PERCENT OF
                                                                                                 INITIAL HELOCS BY
                                                                           STATISTICAL              STATISTICAL
OCCUPANCY                                       NUMBER OF INITIAL        CALCULATION DATE        CALCULATION DATE
(AS INDICATED BY BORROWER)                           HELOCS                  BALANCE                  BALANCE

<S>                                                     <C>                 <C>                        <C>
Investment                                              1                   $ 16,273.00                0.02%
Owner Occupied                                        5,127               $ 98,725,195.72             99.25%
Non-Owner Occupied                                     31                  $ 730,017.55                0.73%
                                                       --                  -------------               -----
                       TOTAL                          5,159              $ 99,471,486.27              100.00%
                                                      =====              ===============              =======
</TABLE>



<PAGE>


<TABLE>
<CAPTION>

                                                 PRINCIPAL BALANCES

                                                                                                    PERCENT OF
                                                                                                 INITIAL HELOCS BY
                                                                           STATISTICAL              STATISTICAL
                                                NUMBER OF INITIAL        CALCULATION DATE        CALCULATION DATE
RANGE OF PRINCIPAL BALANCES ($)                      HELOCS                  BALANCE                  BALANCE

<S>                              <C>                  <C>                 <C>                         <C>
           $0.00  To             $25,000.00           4,078               $ 45,708,493.90             45.95%
      $25,000.01  To             $50,000.00            809                $ 27,569,376.31             27.72%
      $50,000.01  To             $75,000.00            130                $ 8,187,010.69               8.23%
      $75,000.01  To            $100,000.00            80                 $ 7,368,181.71               7.41%
     $100,000.01  To            $125,000.00            23                 $ 2,533,360.71               2.55%
     $125,000.01  To            $150,000.00            13                 $ 1,800,166.30               1.81%
     $150,000.01  To            $175,000.00             9                 $ 1,470,366.40               1.48%
     $175,000.01  To            $200,000.00             5                  $ 932,548.09                0.94%
     $200,000.01  To            $225,000.00             3                  $ 654,305.24                0.66%
     $225,000.01  To            $250,000.00             3                  $ 745,306.03                0.75%
     $250,000.01  To            $275,000.00             1                  $ 265,000.00                0.27%
     $275,000.01  To            $300,000.00             1                  $ 300,000.00                0.30%
     $350,000.01  To            $375,000.00             1                  $ 372,000.00                0.37%
     $400,000.01  To            $425,000.00             1                  $ 410,374.25                0.41%
     $475,000.01  To            $500,000.00             1                  $ 499,997.12                0.50%
     $650,000.01  To            $675,000.00             1                  $ 654,999.52                0.66%
                                                        -             -    -------------               -----
                                      TOTAL           5,159              $ 99,471,486.27              100.00%
                                                      =====              ===============              =======

               The average Principal Balance as of the Statistical Calculation
Date is $19,281.16.

</TABLE>
<PAGE>



<TABLE>
<CAPTION>

                                            COMBINED LOAN-TO-VALUE RATIOS

                                                                                                    PERCENT OF
                                                                                                 INITIAL HELOCS BY
                                                                           STATISTICAL              STATISTICAL
RANGE OF COMBINED                               NUMBER OF INITIAL        CALCULATION DATE        CALCULATION DATE
LOAN-TO-VALUE RATIOS(%)                              HELOCS                  BALANCE                  BALANCE

<S>                 <C>                                 <C>                <C>                         <C>
     0.000%  to     5.000%                              9                  $ 153,434.20                0.15%
     5.001%  to     10.000%                             3                   $ 50,729.23                0.05%
    10.001%  to     15.000%                             5                   $ 84,314.04                0.08%
    15.001%  to     20.000%                             6                  $ 161,443.23                0.16%
    20.001%  to     25.000%                            13                  $ 753,902.28                0.76%
    25.001%  to     30.000%                            16                  $ 373,590.61                0.38%
    30.001%  to     35.000%                            23                  $ 388,082.24                0.39%
    35.001%  to     40.000%                            23                  $ 588,599.25                0.59%
    40.001%  to     45.000%                            47                  $ 705,190.78                0.71%
    45.001%  to     50.000%                            56                 $ 1,085,353.50               1.09%
    50.001%  to     55.000%                            73                 $ 1,515,307.83               1.52%
    55.001%  to     60.000%                            113                $ 2,250,186.30               2.26%
    60.001%  to     65.000%                            148                $ 3,716,653.33               3.74%
    65.001%  to     70.000%                            205                $ 4,836,781.22               4.86%
    70.001%  to     75.000%                            338                $ 7,259,213.00               7.30%
    75.001%  to     80.000%                           1,037               $ 18,725,225.16             18.82%
    80.001%  to     85.000%                            299                $ 5,795,967.49               5.83%
    85.001%  to     90.000%                           2,349               $ 39,798,967.26             40.01%
    90.001%  to     95.000%                            230                $ 6,804,078.83               6.84%
    95.001%  to     100.000%                           156                $ 4,212,906.47               4.24%
                                                       ---            -   ---------------              -----
                        TOTAL                         5,149              $ 99,259,926.25              99.79%
                                                      =====              ===============              ======
</TABLE>

               The minimum and maximum Combined Loan-to-Value Ratios of the
        Initial HELOCs as of the Statistical Calculation Date are
        approximately 0.00% and 100.00%, respectively, and the weighted
        average Combined Loan-to-Value Ratio of the Initial HELOCs as of the
        Statistical Calculation Date is approximately 80.83%.

        1)   Not including 10 HELOCs, representing 0.21% of the Statistical
             Calculation Date Balance, with Combined Loan-to-Value Ratios in
             excess of 100.000%.


<PAGE>


<TABLE>
<CAPTION>

                                              GEOGRAPHICAL DISTRIBUTIONS

                                                                                                       PERCENT OF
                                                                                                    INITIAL HELOCS BY
                                                                                                      STATISTICAL
                                                NUMBER OF INITIAL     STATISTICAL CALCULATION       CALCULATION DATE
STATE                                                HELOCS                 DATE BALANCE                BALANCE

<S>                                                    <C>                  <C>                          <C>
Alabama                                                25                   $ 388,311.80                 0.39%
Alaska                                                  7                   $ 120,643.08                 0.12%
Arizona                                                56                  $ 1,384,820.42                1.39%
Arkansas                                                2                    $ 53,897.18                 0.05%
California                                            1,731                $ 42,380,403.93              42.61%
Colorado                                               55                  $ 1,153,850.83                1.16%
Connecticut                                            85                  $ 1,323,620.45                1.33%
Delaware                                                9                    $ 82,877.76                 0.08%
District of Columbia                                    2                   $ 131,496.84                 0.13%
Florida                                                128                 $ 2,261,715.72                2.27%
Georgia                                                49                   $ 935,194.80                 0.94%
Hawaii                                                  9                   $ 283,662.53                 0.29%
Idaho                                                  47                   $ 670,535.32                 0.67%
Illinois                                               148                 $ 2,676,091.22                2.69%
Indiana                                                90                  $ 1,168,093.78                1.17%
Iowa                                                    7                   $ 158,394.02                 0.16%
Kansas                                                 13                   $ 194,270.42                 0.20%
Kentucky                                               17                   $ 226,985.30                 0.23%
Louisiana                                              22                   $ 594,396.80                 0.60%
Maine                                                  40                   $ 437,826.66                 0.44%
Maryland                                               38                   $ 811,465.52                 0.82%
Massachusetts                                          104                 $ 1,605,502.55                1.61%
Michigan                                               986                 $ 14,790,869.09              14.87%
Minnesota                                              33                   $ 702,932.90                 0.71%
Mississippi                                            14                   $ 272,488.72                 0.27%
Missouri                                               68                   $ 957,425.05                 0.96%
Montana                                                37                   $ 526,606.98                 0.53%
Nebraska                                                1                    $ 26,212.86                 0.03%
Nevada                                                 44                   $ 598,153.57                 0.60%
New Hampshire                                          45                   $ 602,764.39                 0.61%
New Jersey                                             200                 $ 3,569,027.82                3.59%
New Mexico                                             12                   $ 239,168.84                 0.24%
New York                                               134                 $ 2,800,019.50                2.81%
North Carolina                                         76                   $ 974,580.01                 0.98%
Ohio                                                   90                  $ 1,061,357.69                1.07%
Oklahoma                                               18                   $ 254,691.63                 0.26%
Oregon                                                 104                 $ 1,710,470.17                1.72%
Pennsylvania                                           152                 $ 2,510,643.89                2.52%
Rhode Island                                           17                   $ 206,421.79                 0.21%
South Carolina                                         20                   $ 354,078.65                 0.36%
South Dakota                                            2                    $ 49,264.87                 0.05%
Tennessee                                              49                   $ 833,915.00                 0.84%
Utah                                                   18                   $ 392,012.21                 0.39%
Vermont                                                16                   $ 207,187.85                 0.21%
Virginia                                               108                 $ 1,686,763.73                1.70%
Washington                                             186                 $ 4,590,176.23                4.61%
West Virginia                                           1                    $ 34,835.29                 0.04%
Wisconsin                                              42                   $ 461,259.49                 0.46%
Wyoming                                                 2                   $ 14,101.12                  0.01%
                                                        -             -     ------------                 -----
    TOTAL                                             5,159               $ 99,471,486.27               100.00%
                                                      =====               ===============               =======

</TABLE>




<PAGE>


<TABLE>
<CAPTION>

                                                 JUNIOR RATIOS(1)(2)

                                                                                                    PERCENT OF
                                                                                                 INITIAL HELOCS BY
                                                                           STATISTICAL              STATISTICAL
                                                NUMBER OF INITIAL        CALCULATION DATE        CALCULATION DATE
RANGE OF JUNIOR RATIOS (%)                           HELOCS                  BALANCE                  BALANCE

<S>                <C>                                <C>                <C>                          <C>
     0.00%                                             91                 $ 4,237,051.43               4.26%
     0.01%  to     9.99%                               528                $ 6,885,460.17               6.92%
    10.00%  to     19.99%                             2,737               $ 46,254,654.01             46.50%
    20.00%  to     29.99%                              954                $ 20,811,626.43             20.92%
    30.00%  to     39.99%                              439                $ 11,057,908.16             11.12%
    40.00%  to     49.99%                              221                $ 5,019,874.13               5.05%
    50.00%  to     59.99%                              103                $ 2,249,938.29               2.26%
    60.00%  to     69.99%                              49                 $ 1,466,744.92               1.47%
    70.00%  to     79.99%                              21                  $ 821,956.95                0.83%
    80.00%  to     89.99%                              12                  $ 313,589.10                0.32%
    90.00%  to     99.99%                               4                  $ 352,682.68                0.35%
                                                        -             -    -------------               -----
                       TOTAL                          5,159              $ 99,471,486.27              100.00%
                                                      =====              ===============              =======
</TABLE>

            (1) The Junior Ratio of a HELOC is the ratio (expressed as a
     percentage) of the credit limit of such HELOC to the sum of such credit
     limit and the outstanding balance of any senior mortgage computed as of
     the date such HELOC is underwritten.

            (2)  The weighted average Junior Ratio of the Initial HELOCs as of
     the Statistical Calculation Date is 21.90%.



<PAGE>



<TABLE>
<CAPTION>

                                                     LOAN RATES

                                                                                                    PERCENT OF
                                                                                                 INITIAL HELOCS BY
                                                                           STATISTICAL              STATISTICAL
                                                NUMBER OF INITIAL        CALCULATION DATE        CALCULATION DATE
RANGE OF LOAN RATES(%)                               HELOCS                  BALANCE                  BALANCE

<S>                <C>                                 <C>                <C>                         <C>
    5.001%  to     6.000%                              577                $ 14,853,239.70             14.93%
    6.001%  to     7.000%                             2,759               $ 49,754,327.74             50.02%
    7.001%  to     8.000%                              55                 $ 1,563,398.62               1.57%
    8.001%  to     9.000%                              616                $ 10,323,090.80             10.38%
    9.001%  to     10.000%                             770                $ 12,629,347.62             12.70%
   10.001%  to     11.000%                             174                $ 4,679,711.34               4.70%
   11.001%  to     12.000%                             194                $ 5,397,583.02               5.43%
   12.001%  to     13.000%                             14                  $ 270,787.43                0.27%
                                                       --             -    -------------               -----
                       TOTAL                          5,159              $ 99,471,486.27              100.00%
                                                      =====              ===============              =======
</TABLE>

               The weighted average Loan Rate as of the Statistical
Calculation Date is 7.671%.

<TABLE>
<CAPTION>
                                             FULLY INDEXED GROSS MARGIN

                                                                                                    PERCENT OF
                                                                                                 INITIAL HELOCS BY
                                                                           STATISTICAL              STATISTICAL
                                                NUMBER OF INITIAL        CALCULATION DATE        CALCULATION DATE
RANGE OF FULLY INDEXED GROSS MARGINS(%)              HELOCS                  BALANCE                  BALANCE

<S>                         <C>                       <C>                <C>                          <C>
  0.000%     to             1.000%                    1,971              $ 39,793,518.06              40.00%
  1.001%     to             2.000%                    2,339              $ 36,854,541.64              37.05%
  2.001%     to             3.000%                     395               $ 10,752,023.93              10.81%
  3.001%     to             4.000%                     418               $ 11,326,989.82              11.39%
  4.001%     to             5.000%                     36                  $ 744,412.82                0.75%
                                                       --                  ------------                -----
                            TOTAL                     5,159              $ 99,471,486.27              100.00%
                                                      =====              ===============              =======
</TABLE>

               The weighted average fully indexed margin as of the Statistical
Calculation Date is approximately 1.761% per annum.


<PAGE>





<TABLE>
<CAPTION>


                                              CREDIT UTILIZATION RATES

                                                                                                    PERCENT OF
                                                                                                 INITIAL HELOCS BY
                                                                           STATISTICAL              STATISTICAL
                                                NUMBER OF INITIAL        CALCULATION DATE        CALCULATION DATE
RANGE OF CREDIT UTILIZATION RATES                    HELOCS                  BALANCE                  BALANCE
(%)

<S>                <C>                                 <C>                 <C>                         <C>
0.01        to     5.00%                               163                 $ 368,995.98                0.37%
5.01        to     10.00%                              334                $ 1,274,386.43               1.28%
10.01       to     15.00%                              311                $ 1,956,785.89               1.97%
15.01       to     20.00%                              295                $ 2,159,346.14               2.17%
20.01       to     25.00%                              232                $ 2,183,184.89               2.19%
25.01       to     30.00%                              226                $ 2,309,338.96               2.32%
30.01       to     35.00%                              204                $ 2,142,760.63               2.15%
35.01       to     40.00%                              202                $ 2,873,033.38               2.89%
40.01       to     45.00%                              158                $ 2,510,412.99               2.52%
45.01       to     50.00%                              200                $ 3,325,103.41               3.34%
50.01       to     55.00%                              149                $ 2,354,627.26               2.37%
55.01       to     60.00%                              166                $ 2,947,792.14               2.96%
60.01       to     65.00%                              151                $ 2,694,551.24               2.71%
65.01       to     70.00%                              154                $ 3,201,162.77               3.22%
70.01       to     75.00%                              143                $ 3,324,974.70               3.34%
75.01       to     80.00%                              183                $ 4,204,924.07               4.23%
80.01       to     85.00%                              132                $ 4,011,957.35               4.03%
85.01       to     90.00%                              166                $ 4,278,907.09               4.30%
90.01       to     95.00%                              177                $ 4,947,334.70               4.97%
95.01       to     100.00%                            1,404               $ 45,871,740.97             46.12%
100.01      to     105.00%                              9                  $ 530,165.28                0.53%
                                                        -             -    -------------               -----
                       TOTAL                          5,159              $ 99,471,486.27              100.00%
                                                      =====              ===============              =======
</TABLE>

               The weighted average Credit Utilization Rate based on the
        Statistical Calculation Date Credit Limit of the Initial HELOCs as of
        the Statistical Calculation Date is 76.84%.

<TABLE>
<CAPTION>

                                                    CREDIT LIMITS

                                                                                                    PERCENT OF
                                                                                                 INITIAL HELOCS BY
                                                                           STATISTICAL              STATISTICAL
                                                NUMBER OF INITIAL        CALCULATION DATE        CALCULATION DATE
RANGE OF CREDIT LIMITS ($)                           HELOCS                  BALANCE                  BALANCE

<S>                    <C>                            <C>                 <C>                         <C>
          $0.01  To    $25,000.00                     2,453               $ 27,930,997.52             28.08%
     $25,000.01  To    $50,000.00                     1,826               $ 35,976,759.94             36.17%
     $50,000.01  To    $75,000.00                      381                $ 10,319,623.83             10.37%
     $75,000.01  To    $100,000.00                     377                $ 12,811,906.39             12.88%
    $100,000.01  To    $125,000.00                     29                 $ 1,947,564.62               1.96%
    $125,000.01  To    $150,000.00                     38                 $ 2,899,779.62               2.92%
    $150,000.01  To    $175,000.00                     12                 $ 1,163,461.18               1.17%
    $175,000.01  To    $200,000.00                     17                 $ 1,431,665.36               1.44%
    $200,000.01  To    $225,000.00                      3                  $ 285,209.85                0.29%
    $225,000.01  To    $250,000.00                      9                 $ 1,093,926.67               1.10%
    $250,000.01  To    $275,000.00                      3                  $ 288,794.62                0.29%
    $275,000.01  To    $300,000.00                      3                  $ 563,629.23                0.57%
    $300,000.01  To    $325,000.00                      1                  $ 106,880.05                0.11%
    $350,000.01  To    $375,000.00                      2                  $ 672,000.00                0.68%
    $375,000.01  To    $400,000.00                      1                  $ 168,211.49                0.17%
    $475,000.01  To    $500,000.00                      3                 $ 1,156,076.38               1.16%
    $650,000.01  To    $675,000.00                      1                  $ 654,999.52                0.66%
                                                        -             -    -------------               -----
                               TOTAL                  5,159              $ 99,471,486.27              100.00%
                                                      =====              ===============              =======
</TABLE>

               The weighted average of the Credit Limits as of the Statistical
Calculation Date is $68,251.93.


<PAGE>

<TABLE>
<CAPTION>

                                                 MAXIMUM LOAN RATES

                                                                                                    PERCENT OF
                                                                                                 INITIAL HELOCS BY
                                                                           STATISTICAL              STATISTICAL
                                                NUMBER OF INITIAL        CALCULATION DATE        CALCULATION DATE
MAXIMUM LOAN RATES (%)                               HELOCS                  BALANCE                  BALANCE

<S>                <C>                                 <C>                <C>                          <C>
   14.001%  to     15.000%                             105                $ 1,484,032.03               1.49%
   15.001%  to     16.000%                             76                  $ 974,580.01                0.98%
   17.001%  to     18.000%                            4,978              $ 97,012,874.23              97.53%
                                                      -----              ----------------             ------
                       TOTAL                          5,159              $ 99,471,486.27              100.00%
                                                      =====              ===============              =======
</TABLE>

               The weighted average Maximum Loan Rate as of the Statistical
Calculation Date is approximately 17.692%.



<TABLE>
<CAPTION>
                                       MONTHS REMAINING TO SCHEDULED MATURITY

                                                                                                    PERCENT OF
                                                                                                 INITIAL HELOCS BY
                                                                           STATISTICAL              STATISTICAL
                                                NUMBER OF INITIAL        CALCULATION DATE        CALCULATION DATE
       RANGE OF MONTHS                               HELOCS                  BALANCE                  BALANCE

<S>                         <C>                        <C>                <C>                         <C>
      Less than 0                                       1                  $ 40,294.05                 0.04%
    0        to               60                        4                  $ 84,687.11                 0.09%
    61       to              120                      3,761              $ 61,709,931.93              62.04%
   121       to              180                       244                $ 7,482,885.76               7.52%
   181       to              240                        2                  $ 51,752.01                 0.05%
   241       to              300                      1,143              $ 30,001,360.42              30.16%
                                                      -----              ---------------              ------
                            TOTAL                     5,155              $ 99,370,911.28              99.90%
                                                      =====              ===============              ======
</TABLE>



The weighted average months remaining to scheduled maturity as of the
Statistical Calculation Date is 173 months.

1)   Not including 4 HELOCs,  representing  0.10% of the Statistical
     Calculation Date Balance,  with Months Remaining to Scheduled  Maturity in
     excess of 300 months.


<TABLE>
<CAPTION>

                                                  ORIGINATION YEAR

                                                                                                    PERCENT OF
                                                                                                 INITIAL HELOCS BY
                                                                           STATISTICAL              STATISTICAL
                                                NUMBER OF INITIAL        CALCULATION DATE        CALCULATION DATE
ORIGINATION YEAR                                     HELOCS                  BALANCE                  BALANCE

<S>                                                     <C>                 <C>                        <C>
      1989                                              2                   $ 55,583.70                0.06%
      1990                                              3                   $ 21,042.42                0.02%
      1992                                              4                  $ 197,852.74                0.20%
      1993                                             10                   $ 92,805.15                0.09%
      1994                                             19                  $ 637,994.48                0.64%
      1995                                             31                  $ 530,281.44                0.53%
      1996                                             47                  $ 772,494.50                0.78%
      1997                                             114                $ 1,670,069.23               1.68%
      1998                                            2,116               $ 33,884,674.39             34.06%
      1999                                            2,813              $ 61,608,688.22              61.94%
                                                      -----           -  ----------------             ------
                       TOTAL                          5,159              $ 99,471,486.27              100.00%
                                                      =====              ===============              =======
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                                                    LIEN PRIORITY

                                                                                                    PERCENT OF
                                                                                                 INITIAL HELOCS BY
                                                                           STATISTICAL              STATISTICAL
                                                NUMBER OF INITIAL        CALCULATION DATE        CALCULATION DATE
LIEN POSITION                                        HELOCS                  BALANCE                  BALANCE

<S>                                                    <C>                <C>                          <C>
First                                                  101                $ 4,371,495.65               4.39%
Second                                                5,058              $ 95,099,990.62              95.61%

                    TOTAL                             5,159              $ 99,471,486.27              100.00%
                                                      =====              ===============              =======
</TABLE>




<PAGE>





<TABLE>
<CAPTION>


                                                DEBT-TO-INCOME RATIOS

                                                                                                       PERCENT OF
                                                                                                    INITIAL HELOCS BY
                                                                      STATISTICAL CALCULATION          STATISTICAL
                                                    NUMBER OF              DATE BALANCE             CALCULATION DATE
    RANGE OF DEBT-TO-INCOME RATIOS (%)           INITIAL HELOCS                                          BALANCE

<S>               <C>                              <C>                <C>                            <C>
  0.00% to 9.99%                                      30                 $ 1,295,579.08                 1.30%
 10.00% to 19.99%                                    273                 $ 5,849,889.73                 5.88%
 20.00% to 29.99%                                  1,137                $ 17,984,398.62                18.08%
 30.00% to 39.99%                                  1,748                $ 31,717,290.09                31.89%
 40.00% to 49.99%                                  1,690                $ 36,048,346.02                36.24%
 50.00% to 59.99%                                    248                 $ 5,353,185.63                 5.38%
 60.00% to 69.99%                                     32                 $ 1,189,951.19                 1.20%
 80.00% to 89.99%                                      1                    $ 32,845.91                 0.03%
                                                   -----                  -------------               -------
                      TOTAL                        5,159                $ 99,471,486.27               100.00%
                                                   =====                ===============               =======
</TABLE>


<TABLE>
<CAPTION>

                                               TEASER EXPIRATION MONTH

                                                                                                    PERCENT OF
                                                                                                 INITIAL HELOCS BY
                                                                           STATISTICAL              STATISTICAL
                                                NUMBER OF INITIAL        CALCULATION DATE        CALCULATION DATE
TEASER EXPIRATION MONTH                              HELOCS                  BALANCE                  BALANCE

<S>                                                   <C>                 <C>                         <C>
       No Teaser                                      1,756               $ 33,421,736.37             33.60%
      April 1999                                       45                 $    606,827.33              0.61%
        May 1999                                       610                $ 10,954,401.14             11.01%
       June 1999                                       773                $ 15,052,183.59             15.13%
       July 1999                                       377                $  6,316,860.48              6.35%
     August 1999                                       535                $  9,473,672.57              9.52%
  September 1999                                       733                $ 15,564,899.52             15.65%
    October 1999                                       329                $  8,073,405.27              8.12%
   December 1999                                        1                 $      7,500.00              0.01%
                                                        -                  --------------              -----

                         TOTAL                        5,159               $ 99,471,486.27             100.00%
                                                      =====               ===============             =======
</TABLE>

        The weighted average months to first gross rate adjustment expiration
date is 4 months.


<TABLE>
<CAPTION>

                                                 DOCUMENTATION TYPE

                                                                                                    PERCENT OF
                                                                                                 INITIAL HELOCS BY
                                                                           STATISTICAL              STATISTICAL
                                                NUMBER OF INITIAL        CALCULATION DATE        CALCULATION DATE
DOCUMENTATION                                        HELOCS                  BALANCE                  BALANCE

<S>                                                    <C>                <C>                          <C>
Alternative                                            144                $ 2,595,502.43               2.61%
Expanded No Income No Appraisal ("NINA")                1                   $ 1,924.46                 0.00%
Express                                                31                  $ 323,007.40                0.32%
Family First Division                                  490                $ 7,647,524.50               7.69%
Full                                                    4                  $ 100,032.14                0.10%
NINA                                                   198                $ 2,606,681.19               2.62%
No Income Verification ("NIV")                         89                 $ 1,647,577.26               1.66%
Quick                                                   3                   $ 29,841.48                0.03%
Relocation                                              1                   $ 3,451.17                 0.00%
Select                                                 141                $ 5,324,623.56               5.35%
Standard                                              3,857               $ 75,321,575.64             75.72%
Streamline                                             30                  $ 874,134.11                0.88%
Super Express                                          170                $ 2,995,610.93               3.01%
                                                       ---            -   ---------------              -----
                       TOTAL                          5,159              $ 99,471,486.27              100.00%
                                                      =====              ===============              =======
</TABLE>


<PAGE>


INITIAL HEL CHARACTERISTICS

         Set forth below is a description of certain additional
characteristics of the Initial HELs as of the Statistical Calculation Date.
Unless otherwise specified, all principal balances of the Initial HELs are as
of the Statistical Calculation Date and are rounded to the nearest dollar. All
percentages are approximate percentages by aggregate principal balance as of
the Statistical Calculation Date (except as indicated otherwise).


<TABLE>
<CAPTION>

                                                    PROPERTY TYPE

                                                                                                    PERCENT OF
                                                                                                  INITIAL HELS BY
                                                                           STATISTICAL              STATISTICAL
                                                    NUMBER OF            CALCULATION DATE        CALCULATION DATE
PROPERTY TYPE                                      INITIAL HELS              BALANCE                  BALANCE

<S>                                                     <C>                <C>                         <C>
Two to Four Family                                      12                 $ 251,263.63                0.54%
Two to Four Unit (Duplex-Fourplex)                      2                   $ 19,742.45                0.04%
Condominium                                            108                $ 2,019,935.70               4.35%
Manufactured                                            3                   $ 44,683.74                0.10%
PUD                                                    109                $ 2,965,405.38               6.39%
Single-Family Dwelling                                1,608              $ 41,106,592.38              88.58%
                                                      -----              ----------------             ------
                       TOTAL                          1,842               $ 46,407,623.28             100.00%
                                                      =====               ===============             =======
</TABLE>


<TABLE>
<CAPTION>

                                                   OCCUPANCY TYPES

                                                                                                    PERCENT OF
                                                                                                  INITIAL HELS BY
                                                                           STATISTICAL              STATISTICAL
OCCUPANCY                                           NUMBER OF            CALCULATION DATE        CALCULATION DATE
(AS INDICATED BY BORROWER)                        INITIAL HELS               BALANCE                  BALANCE

<S>                                                   <C>                 <C>                         <C>
Owner Occupied                                        1,834               $ 46,100,940.99             99.34%
Non-Owner Occupied                                      8                  $ 306,682.29                0.66%
                                                        -                  -------------               -----
                       TOTAL                          1,842               $ 46,407,623.28             100.00%
                                                      =====               ===============             =======
</TABLE>



<TABLE>
<CAPTION>

                                                 PRINCIPAL BALANCES

                                                                                                    PERCENT OF
                                                                                                  INITIAL HELS BY
                                                                           STATISTICAL              STATISTICAL
                                                    NUMBER OF            CALCULATION DATE        CALCULATION DATE
RANGE OF PRINCIPAL BALANCES ($)                   INITIAL HELS               BALANCE                  BALANCE

<S>                       <C>                       <C>                 <C>                         <C>
      $0.00  To            $25,000.00                1,197               $ 18,429,277.85              39.71%
 $25,000.01  To            $50,000.00                  495               $ 17,211,650.16              37.09%
 $50,000.01  To            $75,000.00                  109                $ 6,688,599.11              14.41%
 $75,000.01  To           $100,000.00                   32                $ 2,779,711.72               5.99%
$100,000.01  To           $125,000.00                    4                  $ 444,315.12               0.96%
$125,000.01  To           $150,000.00                    2                  $ 294,830.79               0.64%
$150,000.01  To           $175,000.00                    1                  $ 163,146.02               0.35%
$175,000.01  To           $200,000.00                    2                  $ 396,092.51               0.85%
                                                         -                 -------------               -----
                                      TOTAL          1,842               $ 46,407,623.28             100.00%
                                                     =====               ===============             =======
</TABLE>



               The average Principal Balance as of the Statistical Calculation
Date is approximately $25,194.15.


<PAGE>

<TABLE>
<CAPTION>


                                              GEOGRAPHICAL DISTRIBUTIONS

                                                                                                      PERCENT OF
                                                                                                    INITIAL HELS BY
                                                                      STATISTICAL CALCULATION         STATISTICAL
                                                    NUMBER OF               DATE BALANCE           CALCULATION DATE
STATE                                             INITIAL HELS                                          BALANCE

<S>                                                    <C>                  <C>                          <C>
Alabama                                                14                    $ 353,293.04                 0.76%
Alaska                                                  2                    $ 103,260.54                 0.22%
Arizona                                                83                  $ 1,685,173.28                 3.63%
California                                            574                 $ 16,534,069.42                35.63%
Colorado                                               22                    $ 648,959.84                 1.40%
Connecticut                                            15                    $ 337,661.91                 0.73%
Delaware                                                4                    $ 134,754.41                 0.29%
Florida                                                69                  $ 1,441,307.69                 3.11%
Georgia                                                52                  $ 1,283,067.37                 2.76%
Hawaii                                                 13                    $ 485,974.33                 1.05%
Idaho                                                  25                    $ 775,015.57                 1.67%
Illinois                                               58                  $ 1,306,965.97                 2.82%
Indiana                                                29                    $ 543,093.98                 1.17%
Iowa                                                   22                    $ 313,011.88                 0.67%
Kansas                                                  8                    $ 157,810.62                 0.34%
Kentucky                                                3                     $ 64,663.34                 0.14%
Louisiana                                               7                    $ 157,859.30                 0.34%
Maine                                                  11                    $ 245,490.12                 0.53%
Maryland                                               27                    $ 781,644.29                 1.68%
Massachusetts                                          71                  $ 1,905,722.65                 4.11%
Michigan                                               109                 $ 2,378,638.21                 5.13%
Minnesota                                              26                    $ 497,580.36                 1.07%
Mississippi                                             2                     $ 24,666.99                 0.05%
Missouri                                               26                    $ 471,099.93                 1.02%
Montana                                                 6                    $ 116,630.65                 0.25%
Nebraska                                                3                     $ 42,437.00                 0.09%
Nevada                                                 22                    $ 473,506.79                 1.02%
New Hampshire                                          15                    $ 317,475.39                 0.68%
New Jersey                                             63                  $ 1,793,891.24                 3.87%
New Mexico                                              7                    $ 170,939.59                 0.37%
New York                                               44                  $ 1,351,391.24                 2.91%
North Carolina                                         26                    $ 652,904.35                 1.41%
North Dakota                                            1                     $ 13,285.65                 0.03%
Ohio                                                   33                    $ 609,684.38                 1.31%
Oklahoma                                               19                    $ 401,648.38                 0.87%
Oregon                                                 25                    $ 610,254.63                 1.31%
Pennsylvania                                           92                  $ 1,871,860.36                 4.03%
Rhode Island                                            6                    $ 207,526.33                 0.45%
South Carolina                                          8                    $ 154,628.97                 0.33%
South Dakota                                            2                     $ 69,171.63                 0.15%
Tennessee                                              20                    $ 450,128.32                 0.97%
Texas                                                   8                    $ 315,861.04                 0.68%
Utah                                                   11                    $ 262,334.24                 0.57%
Vermont                                                 4                    $ 175,678.07                 0.38%
Virginia                                               52                  $ 1,408,226.66                 3.03%
Washington                                             76                  $ 1,756,027.45                 3.78%
West Virginia                                          10                    $ 158,621.56                 0.34%
Wisconsin                                              14                    $ 315,269.22                 0.68%
Wyoming                                                 3                     $ 77,455.10                 0.17%
                                                        -                   ------------                -----
                       TOTAL                          1,842               $ 46,407,623.28              100.00%
                                                      =====                ===============              =======
</TABLE>



<TABLE>
<CAPTION>

                                            COMBINED LOAN-TO-VALUE RATIOS

                                                                                                    PERCENT OF
                                                                                                  INITIAL HELS BY
                                                                           STATISTICAL              STATISTICAL
RANGE OF COMBINED                                   NUMBER OF            CALCULATION DATE        CALCULATION DATE
LOAN-TO-VALUE RATIOS(%)                           INITIAL HELS               BALANCE                  BALANCE

<S>                <C>                                  <C>                 <C>                        <C>
    5.001%  to     10.000%                              3                   $ 55,518.92                0.12%
   10.001%  to     15.000%                              4                   $ 47,827.62                0.10%
   15.001%  to     20.000%                             10                  $ 171,269.43                0.37%
   20.001%  to     25.000%                             11                  $ 181,826.63                0.39%
   25.001%  to     30.000%                             19                  $ 456,300.22                0.98%
   30.001%  to     35.000%                             14                  $ 312,631.23                0.67%
   35.001%  to     40.000%                             14                  $ 469,238.40                1.01%
   40.001%  to     45.000%                             14                  $ 294,384.27                0.63%
   45.001%  to     50.000%                             22                  $ 491,857.62                1.06%
   50.001%  to     55.000%                             29                  $ 877,307.72                1.89%
   55.001%  to     60.000%                             25                  $ 618,542.47                1.33%
   60.001%  to     65.000%                             42                 $ 1,342,872.49               2.89%
   65.001%  to     70.000%                             60                 $ 1,585,816.04               3.42%
   70.001%  to     75.000%                             108                $ 3,589,497.45               7.73%
   75.001%  to     80.000%                             235                $ 6,104,204.45              13.15%
   80.001%  to     85.000%                             202                $ 4,472,515.42               9.64%
   85.001%  to     90.000%                             801                $ 19,020,196.30             40.99%
   90.001%  to     95.000%                             102                $ 2,631,052.71               5.67%
   95.001%  to     100.000%                            127                $ 3,684,763.89               7.94%
                                                       ---            -   ---------------              -----
                       TOTAL                          1,842               $ 46,407,623.28             100.00%
                                                      =====           =   ===============             =======
</TABLE>

               The minimum and maximum Combined Loan-to-Value Ratios of the
        Initial HELs as of the Statistical Calculation Date are approximately
        7.00% and 100.00%, respectively, and the weighted average Combined
        Loan-to-Value Ratio of the Initial HELs as of the Statistical
        Calculation Date is approximately 81.26%.


<TABLE>
<CAPTION>

                                                 JUNIOR RATIOS(1)(2)

                                                                                                    PERCENT OF
                                                                                                  INITIAL HELS BY
                                                                           STATISTICAL              STATISTICAL
                                                    NUMBER OF            CALCULATION DATE        CALCULATION DATE
RANGE OF JUNIOR RATIOS (%)                        INITIAL HELS               BALANCE                  BALANCE

<S>                                                    <C>                 <C>                         <C>
    0.000%                                             16                  $ 413,838.89                0.89%
    0.001%  to     9.999%                              296               $ 3,399,283.57                7.32%
   10.000%  to     19.999%                             911              $ 19,788,111.63               42.64%
   20.000%  to     29.999%                             369              $ 11,799,810.15               25.43%
   30.000%  to     39.999%                             140               $ 6,286,558.88               13.55%
   40.000%  to     49.999%                             53                $ 2,385,245.08                5.14%
   50.000%  to     59.999%                             28                $ 1,228,444.58                2.65%
   60.000%  to     69.999%                             15                  $ 524,163.42                1.13%
   70.000%  to     79.999%                              5                  $ 185,077.92                0.40%
   80.000%  to     89.999%                              4                  $ 153,396.09                0.33%
   90.000%  to     99.999%                              5                  $ 243,693.07                0.53%
                                                        -                 -------------               -----
                       TOTAL                          1,842             $ 46,407,623.28              100.00%
                                                      =====               =============              =======
</TABLE>


           (1) The Junior Ratio of a HEL is the ratio (expressed as a
     percentage) of the credit limit of such HEL to the sum of such credit
     limit and the outstanding balance of any senior mortgage computed as of
     the date such HEL is underwritten.

           (2) The weighted average Junior Ratio of the Initial HELs as of the
     Statistical Calculation Date is 23.10%.



<PAGE>


<TABLE>
<CAPTION>

                                                     LOAN RATES

                                                                                                    PERCENT OF
                                                                                                  INITIAL HELS BY
                                                                           STATISTICAL              STATISTICAL
                                                    NUMBER OF            CALCULATION DATE        CALCULATION DATE
RANGE OF LOAN RATES(%)                            INITIAL HELS               BALANCE                  BALANCE

<S>             <C>                                <C>                 <C>                        <C>
 5.001%  to     6.000%                                1                    $ 6,975.21                 0.02%
 6.001%  to     7.000%                               63                  $ 501,974.51                 1.08%
 7.001%  to     8.000%                                3                   $ 65,221.65                 0.14%
 8.001%  to     9.000%                              375               $ 11,542,088.92                24.87%
 9.001%  to     10.000%                             684               $ 17,690,357.44                38.12%
10.001%  to     11.000%                             590               $ 13,121,355.72                28.27%
11.001%  to     12.000%                             120                $ 3,294,965.57                 7.10%
12.001%  to     13.000%                              6                   $ 184,684.26                 0.40%
                                                     -                  -------------                 -----
                       TOTAL                      1,842               $ 46,407,623.28               100.00%
                                                  =====                 =============               =======
</TABLE>

               The weighted average Loan Rate as of the Statistical
Calculation Date is approximately 9.712%.


<PAGE>


<TABLE>
<CAPTION>

                                       MONTHS REMAINING TO SCHEDULED MATURITY

                                                                                              PERCENT OF
                                                                                            INITIAL HELS BY
                                                                     STATISTICAL              STATISTICAL
                                              NUMBER OF            CALCULATION DATE        CALCULATION DATE
RANGE OF MONTHS                             INITIAL HELS               BALANCE                  BALANCE

<S>         <C>                                 <C>                <C>                          <C>
  0  to     60                                  243                $ 3,770,083.86               8.12%
 61  to     120                                 564               $ 12,197,707.80              26.28%
121  to     180                                 964               $ 28,025,427.95              60.39%
181  to     240                                 54                 $ 1,815,481.99               3.91%
241  to     300                                 17                   $ 598,921.68               1.29%
                                                --                 -------------               -----
                       TOTAL                  1,842               $ 46,407,623.28             100.00%
                                             =====                ===============             =======
</TABLE>



               The weighted average months remaining to scheduled maturity as
of the Statistical Calculation Date is approximately 154 months.



<TABLE>
<CAPTION>
                                                    LIEN PRIORITY

                                                                                                    PERCENT OF
                                                                                                  INITIAL HELS BY
                                                                           STATISTICAL              STATISTICAL
                                                    NUMBER OF            CALCULATION DATE        CALCULATION DATE
LIEN POSITION                                     INITIAL HELS               BALANCE                  BALANCE

<S>                                                  <C>                 <C>                         <C>
First                                                16                  $ 413,838.89                0.89%
Second                                            1,826               $ 45,993,784.39               99.11%
                                                  -----                ----------------             ------
                       TOTAL                      1,842               $ 46,407,623.28              100.00%
                                                  =====               ===============              =======
</TABLE>


<PAGE>






<TABLE>
<CAPTION>

                                                DEBT-TO-INCOME RATIOS

                                                                                                       PERCENT OF
                                                                                                     INITIAL HELS BY
                                                                      STATISTICAL CALCULATION          STATISTICAL
                                                    NUMBER OF              DATE BALANCE             CALCULATION DATE
    RANGE OF DEBT-TO-INCOME RATIOS (%)            INITIAL HELS                                           BALANCE

<S>       <C>                                            <C>                   <C>                         <C>
 0.00% to 9.99%                                          1                     $ 49,425.79                 0.11%
10.00% to 19.99%                                        91                  $ 1,903,715.30                 4.10%
20.00% to 29.99%                                       344                  $ 7,977,862.55                17.19%
30.00% to 39.99%                                       701                 $ 17,626,921.30                37.98%
40.00% to 49.99%                                       646                 $ 16,932,751.63                36.49%
50.00% to 59.99%                                        54                 $ 1,797,047.77                  3.87%
60.00% to 69.99%                                         5                   $ 119,898.94                  0.26%
                                                       ---                ---------------                 -----
                      TOTAL                          1,842                $ 46,407,623.28                100.00%
                                                     =====                ===============                =======
</TABLE>


<TABLE>
<CAPTION>

                                                 DOCUMENTATION TYPE

                                                                                                    PERCENT OF
                                                                                                  INITIAL HELS BY
                                                                           STATISTICAL              STATISTICAL
                                                    NUMBER OF            CALCULATION DATE        CALCULATION DATE
DOCUMENTATION                                     INITIAL HELS               BALANCE                  BALANCE

<S>                                                    <C>                 <C>                         <C>
Express                                                17                  $ 411,328.69                0.89%
Family First Division                                  106                $ 2,438,709.56               5.25%
NINA                                                   245                $ 4,809,971.52              10.36%
NIV                                                    159                $ 4,327,188.20               9.32%
Select                                                 18                  $ 684,042.79                1.47%
Standard                                              1,207               $ 31,472,046.16             67.82%
Streamline                                              3                  $ 193,020.27                0.42%
Super Express                                          87                 $ 2,071,316.09               4.46%
                                                       --             -   ---------------              -----
                       TOTAL                          1,842               $ 46,407,623.28             100.00%
                                                      =====           =   ===============             =======
</TABLE>



         The information set forth in the preceding sections is based upon
information provided by the Seller and tabulated by the Depositor. The
Depositor makes no representation as to the accuracy or completeness of such
information.


<PAGE>



<TABLE>
<CAPTION>


                                                            PERCENTAGE OF INITIAL TERM NOTE BALANCE (1)(2)

PAYMENT DATE                                                                 PERCENTAGE OF BALANCE


<S>                                                 <C>        <C>        <C>        <C>         <C>        <C>        <C>
GROSS CPR                                           12%        20%        25%        30%         35%        40%        45%

                                                    100        100        100        100         100        100        100
INITIAL........................................
                                                    100        100        100        100         100        100        100
JUNE 2000......................................
                                                    100        95         92          89         86         82         79
JUNE 2001......................................
                                                    100        87         79          71         63         56         49
JUNE 2002......................................
                                                    100        79         67          56         46         38         31
JUNE 2003......................................
                                                    100        71         57          45         34         26         19
JUNE 2004......................................
                                                    94         61         45          33         24         17         11
JUNE 2005......................................
                                                    82         48         34          23         15         10          -
JUNE 2006......................................
                                                    72         38         25          16         10          -          -
JUNE 2007......................................
                                                    63         30         19          11          -          -          -
JUNE 2008......................................
                                                    56         24         14          -           -          -          -
JUNE 2009......................................
                                                    49         19         10          -           -          -          -
JUNE 2010......................................
                                                    43         15          -          -           -          -          -
JUNE 2011......................................
                                                    38         12          -          -           -          -          -
JUNE 2012......................................
                                                    33          -          -          -           -          -          -
JUNE 2013......................................
                                                     -          -          -          -           -          -          -
JUNE 2014......................................
                                                   10.81      7.41       5.94        4.98       4.31       3.81       3.44
WEIGHTED AVERAGE LIFE TO 10% CALL (YEARS)......
                                                   10.81      7.45       6.15        5.21       4.51       3.98       3.58
WEIGHTED AVERAGE LIFE TO MATURITY (YEARS)......
                                                                                              ==========
</TABLE>


         (1)      ASSUMES (i) EXCEPT WHERE INDICATED, THAT AN OPTIONAL
                  TERMINATION IS EXERCISED ON THE FIRST PAYMENT DATE ON WHICH
                  THE TERM NOTE BALANCE AS OF THE LAST DATE OF THE RELATED
                  COLLECTION PERIOD IS LESS THAN OR EQUAL TO 10% OF THE
                  INITIAL TERM NOTE BALANCE, (ii) IN THE CASE OF THE HELOCS, A
                  GROSS CPR AS DISCLOSED ABOVE LESS A CONSTANT DRAW RATE OF
                  12.0%, AND (iii) IN THE CASE OF THE HELS, SUCH COLLATERAL IS
                  MODELED AS IF IT IS HELOCS WITH THE SAME GROSS AND NET CPR
                  ASSUMPTIONS.

         (2)      ALL PERCENTAGES ARE ROUNDED TO THE NEAREST 1%.


<PAGE>



      Recipients of these Computational Materials must read and acknowledge
      the attached document "STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES,
      PRICING ESTIMATES, AND OTHER INFORMATION" before using or relying on the
      information contained herein. In addition, recipients of these
      Computational Materials may only use or rely on the information
      contained herein if read in conjunction with the related Prospectus and
      Prospectus Supplement. If you have not received the statement described
      above or the related Prospectus and Prospectus Supplement, please
      contact your account executive at Bear, Stearns & Co. Inc.


<TABLE>
<CAPTION>

                        DELINQUENCY AND LOSS EXPERIENCE

             HOME EQUITY LOAN PORTFOLIO DELINQUENCY EXPERIENCE (1)

                          AT DECEMBER 31, 1998      AT DECEMBER 31, 1997     AT DECEMBER 31, 1996         AT DECEMBER 31, 1995
                           $ LOANS      % BY $     $ LOANS       % BY $     $ LOANS        % BY $        $ LOANS        % BY $
                           -------      ------     -------       ------     -------        ------        -------        ------
<S>                        <C>          <C>        <C>           <C>      <C>             <C>         <C>               <C>
Number of Loans                25,494                  20,159                   17,344                      11,577
Total Portfolio          $656,651,283  100.00%   $568,400,751   100.00%   $496,073,600    100.00%     $348,925,061     100.00%

Period of Delinquency
   30-59 Days               9,139,302    1.39%      8,475,141     1.49%      7,472,812      1.51%        6,155,371       1.76%
   60-89 Days               2,196,765    0.33%      1,169,433     0.21%      1,052,747      0.21%        1,147,721       0.33%
   90+ Days                 1,701,815    0.26%      2,008,257     0.35%      2,018,333      0.41%        1,114,707       0.32%
                          ----------- -------- -------------- --------- -------------- ---------- ---------------- -----------
Total Loans                13,037,882    1.99%     11,652,831     2.05%     10,543,892      2.13%        8,417,799       2.41%
                          ----------- -------- -------------- --------- -------------- ---------- ---------------- -----------

Foreclosure                 5,714,492    0.87%      3,533,381     0.62%      2,808,028      0.57%        2,647,576       0.76%
Foreclosed                    511,752    0.08%      1,730,913     0.30%      1,749,156      0.35%        1,545,197       0.44%
                          ----------- -------- -------------- --------- -------------- ---------- ---------------- -----------
Total Loans in Foreclosure  6,226,244    0.95%      5,264,294     0.93%      4,557,184      0.92%        4,192,773       1.20%
                          ----------- -------- -------------- --------- -------------- ---------- ---------------- -----------
Total Delinquent Loans    $19,264,126    2.93%    $16,917,125     2.98%    $15,101,076      3.04%      $12,610,572       3.61%
                          =========== -------- ============== --------- ============== ---------- ================ -----------

        HOME EQUITY LOAN PORTFOLIO LOSS AND FORECLOSURE EXPERIENCE (1)

                           AT DECEMBER 31, 1998    AT DECEMBER 31, 1997    AT DECEMBER 31, 1996    AT DECEMBER 31, 1995
                            $ LOANS     % BY $     $ LOANS      % BY $    $ LOANS       % BY $     $ LOANS       % BY $
                            -------      ------    -------      ------    -------       ------     -------       ------
Number of Loans                25,494                  20,159                 17,344                   11,577
Total Portfolio          $656,651,283   100.00%  $568,400,751  100.00%  $496,073,600    100.00%  $348,925,061     100.00%
                         ------------ --------- ------------- -------- ------------- ---------- ------------- -----------
Total Loans in Foreclosure  6,226,244     0.95%     5,264,294    0.93%     4,557,184      0.92%     4,192,773       1.20%
                         ------------ --------- ------------- -------- ------------- ---------- ------------- -----------
Net Chargeoffs for Period  $1,873,593     0.29%    $1,332,166    0.23%    $1,553,129      0.31%      $522,013       0.15%
                         ============ --------- ============= -------- ============= ---------- ============= ===========

</TABLE>

(1) Performing loans in bankruptcy are not included in delinquency statistics.


                GMACM REVOLVING HOME EQUITY LOAN TRUST, 1998-2

  Recipients of these Computational Materials must read and acknowledge the
  attached document "STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES, PRICING
  ESTIMATES, AND OTHER INFORMATION" before using or relying on the information
  contained herein. In addition, recipients of these Computational Materials
  may only use or rely on the information contained herein if read in
  conjunction with the related Prospectus and Prospectus Supplement. If you
  have not received the statement described above or the related Prospectus
  and Prospectus Supplement, please contact your account executive at Bear,
  Stearns & Co. Inc.




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