RESIDENTIAL ACCREDIT LOANS, INC.
Depositor
RESIDENTIAL FUNDING CORPORATION
Master Servicer
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 1999-QS12
$ 3,481,586 7.00% Class M-1 Certificates
$ 527,754 7.00% Class M-2 Certificates
$ 474,780 7.00% Class M-3 Certificates
Supplement dated November 22, 1999
to
prospectus supplement dated September 23, 1999
to
prospectus dated March 24, 1999
______________
PaineWebber Incorporated will offer to the public the Class M-1, Class
M-2 and Class M-3 Certificates, in negotiated transactions or otherwise,
directly or through dealers, at varying prices to be determined at the time of
sale. PaineWebber Incorporated's commission will be the difference between the
price it pays to the depositor for the Class M-1, Class M-2 and Class M-3
Certificates and the amount it receives from the sale of the Class M-1, Class
M-2 and Class M-3 Certificates to the public. The proceeds to the depositor from
the sale of the Class M-1, Class M-2 and Class M-3 Certificates to PaineWebber
Incorporated will be approximately 94.98% of the principal balance of the Class
M-1, Class M-2 and Class M-3 Certificates plus accrued interest, before
deducting expenses.
The Class M-1, Class M-2 and Class M-3 Certificates will be offered
pursuant to an underwriting agreement among the depositor, the master servicer
and PaineWebber Incorporated. PaineWebber Incorporated and any dealers that may
participate with PaineWebber Incorporated in the resale of the Class M-1, Class
M-2 and Class M-3 Certificates may receive compensation from the depositor in
the form of discounts or commissions or, in the case of dealers, compensation
from PaineWebber Incorporated in the form of discounts, concessions or
commissions. The underwriting agreement provides that the depositor will
indemnify PaineWebber Incorporated against certain civil liabilities under the
Securities Act of 1933, as amended, or contribute to payments required to be
made in respect thereof. There is currently no secondary market for the Class
M-1, Class M-2 and Class M-3 Certificates. There can be no assurance that an
active secondary market will develop, or if it does develop, that it will
continue.
This supplement may be used to offer or sell the certificates offered
hereby only if accompanied by the prospectus supplement and prospectus.
Dealers will be required to deliver a supplement, prospectus supplement and
prospectus when acting as underwriters of the certificates offered hereby and
with respect to their unsold allotments or subscriptions. In addition, all
dealers selling the Class M-1, Class M-2 and Class M-3 Certificates, whether or
not participating in this offering, may be required to deliver a supplement,
prospectus supplement and prospectus until February 21, 2000.
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PAINEWEBBER INCORPORATED
November 22, 1999
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