RESIDENTIAL ACCREDIT LOANS, INC.
Company
RESIDENTIAL FUNDING CORPORATION
Master Servicer
Mortgage Asset-Backed Pass-Through Certificates
Series 1997-QS1
$9,377,000.00 7.50% Class M-1 Certificates
$6,251,000.00 7.50% Class M-2 Certificates
$4,375,700.00 7.50% Class M-3 Certificates
Supplement dated February 24, 1997
to
Prospectus Supplement dated February 20, 1997
and
Prospectus dated August 22, 1996
The Class M-1 Certificates, the Class M-2 Certificates and the Class
M-3 Certificates (collectively, the "Class M Certificates will be offered by
Residential Funding Securities Corporation (the "Underwriter"), on a
best-efforts basis pursuant to an Underwriting Agreement (the "Underwriting
Agreement") among the Company, the Master Servicer and the Underwriter. The
Underwriter is an indirect wholly-owned subsidiary of the parent of the Company.
The obligation of the Underwriter to pay for and accept delivery of any of the
Class M Certificates is subject to, among other things, the simultaneous sale by
the Underwriter of such Class M Certificates. The termination date of the
offering of the Class M Certificates is the earlier to occur of February 24,
1998 or the date on which all of the Class M Certificates have been sold.
Proceeds of the offering of the Class M Certificates will not be placed in any
escrow, trust or similar arrangement. The Underwriter intends to offer the Class
M Certificates from time to time to the public in negotiated transactions or
otherwise at varying prices to be determined at the time of sale. The proceeds
to the Company from any sale of the Class M Certificates will be equal to the
purchase price paid by the purchaser thereof, net of any expenses payable by the
Company and any compensation payable to the Underwriter and any dealer. The
Underwriter may effect such transactions by selling the Class M Certificates to
or through dealers. In connection with the purchase and sale of the Class M
Certificates, the Underwriter and any dealers that may
(continued on the following page)
THIS SUPPLEMENT MUST BE DELIVERED TOGETHER WITH THE PROSPECTUS
AND PROSPECTUS SUPPLEMENT REFERRED TO ABOVE, AND SHOULD BE READ
IN CONJUNCTION THEREWITH.
Residential Funding Securities Corporation
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participate with the Underwriter in such resale of the Class M Certificates may
be deemed to have received compensation from the Company in the form of
discounts or commissions or, in the case of such dealers, compensation from the
Underwriter in the form of discounts, concessions or commissions. The
Underwriter and any dealers that participate with the Underwriter in the
distribution of the Class M Certificates may be deemed to be underwriters and
any profit on the resale of the Class M Certificates positioned by them may be
deemed to be underwriting discounts and commissions under the Securities Act of
1933.
The Underwriting Agreement provides that the Company will indemnify the
Underwriter against certain civil liabilities under the Securities Act of 1933,
or contribute to payments required to be made in respect thereof. There is
currently no secondary market for the Class M Certificates. Neither the Company,
the Underwriter nor any other person intends to make a secondary market in the
Class M Certificates. There can be no assurance that any such secondary market
will develop, or if it does develop, that it will continue.
UNTIL MAY 25, 1997, ALL DEALERS EFFECTING TRANSACTIONS IN THE CLASS M
CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS (INCLUDING THE PROSPECTUS SUPPLEMENT AND THIS
SUPPLEMENT). THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
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