RESIDENTIAL ACCREDIT LOANS INC
424B5, 1999-09-29
ASSET-BACKED SECURITIES
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                        Residential Accredit Loans, Inc.
                                    Depositor

                         Residential Funding Corporation
                                 Master Servicer

                 Mortgage Asset-Backed Pass-Through Certificates
                                Series 1999-QS11

             $ 8,041,000       7.50%            Class M-1 Certificates
             $ 2,608,000       7.50%            Class M-2 Certificates


                       Supplement dated September 28, 1999
                                       to
                 prospectus supplement dated September 24, 1999
                                       to
                         prospectus dated March 24, 1999
                                   ----------

     The Class M underwriter,  an affiliate of the depositor,  will offer to the
public the Class M-1  Certificates  and Class M-2 Certificates on a best efforts
basis,  from time to time,  directly or through dealers.  The termination of the
offering of such underwritten  certificates is the earlier to occur of September
28,  2000 and the date on which  all such  underwritten  certificates  have been
sold.  Proceeds of such offering will not be placed in escrow,  trust or similar
arrangement.  The proceeds to the depositor  from any sale of such  underwritten
certificates will be equal to the purchase price paid by the purchaser  thereof,
net of any expenses  payable by the  depositor and any  compensation  payable to
Residential Funding Securities Corporation and any dealer.

     The Class M-1  Certificates  and Class  M-2  Certificates  will be  offered
pursuant to an underwriting  agreement among the depositor,  the master servicer
and the Class M  underwriter.  The Class M underwriter  and any dealers that may
participate  with  the  Class  M  underwriter  in  the  resale  of the  Class  M
Certificates  may  receive  compensation  from  the  depositor  in the  form  of
discounts or commissions or, in the case of dealers, compensation from the Class
M  underwriter  in the  form  of  discounts,  concessions  or  commissions.  The
underwriting  agreement  provides that the depositor  will indemnify the Class M
underwriter  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  Certificates or Class
M-2 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 Certificates and Class M-2  Certificates,  whether
or not participating in this offering,  may be required to deliver a supplement,
prospectus supplement and prospectus until December 28, 1999.

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

                   RESIDENTIAL FUNDING SECURITIES CORPORATION
                               Class M Underwriter


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