Bank of America Mortgage Securities Inc · 424B5 · Bank of America Mort Sec Inc Mort Pass Thr Cert Ser 1999-2 · On 3/24/99

Filed On 3/24/99   ·   SEC Files 333-67267, -01   ·   Accession Number 928385-99-903

Prospectus   ·   Rule 424(b)(5)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       424B5 Filing                                         191  1,086K 

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PROSPECTUS SUPPLEMENT                                                           
(To Prospectus Dated February 18, 1999)                                         

Bank of America Mortgage Securities, Inc. 
Depositor 
NationsBanc Mortgage Corporation
Bank of America, FSB
Sellers and Servicers 
$496,623,408
(Approximate) 

Mortgage Pass-Through Certificates, Series 1999-2 
Principal and interest payable monthly, commencing in April 1999

You should          The Trust will Issue--                                    
carefully                                                                     
consider the                                                                  
risk factors                                                                  
beginning on                                                                  
page S-14 of                                                                  
this prospectus                                                               
supplement.                                                                   

             . Seventeen classes of senior Class A Certificates.

                 . Six classes of Class B Certificates, all of which are
                    subordinated to, and provide credit enhancement for, the
                    Class A Certificates. Each class of Class B Certificates
         is also subordinated to each class of Class B
      Certificates, if any, with a lower number.

Neither the                                                                   
offered                                                                       
certificates                                                                  
nor the                                                                       
underlying                                                                    
mortgage loans                                                                
are insured or                                                                
guaranteed by                                                                 
any                                                                           
governmental                                                                  
agency or                                                                     
instrumentality.                                                              

                  The classes of Offered Certificates are listed under the
                  heading "Offered Certificates" in the table beginning on
page S-4.                             

               The yield to maturity of the Class A-PO Certificates,
        which are principal-only certificates, will be
                  particularly sensitive to the rate of principal payments
                on the mortgage loans with net mortgage interest rates
                less than 6.500%. If you are purchasing the Class A-PO
                 Certificates you should consider the risk that a slower
            than anticipated rate of principal payments on the
                   mortgage loans with net mortgage interest rates less than
                  6.500% will result in an actual yield that is lower than
your expected yield.                  

The offered                                                                   
certificates                                                                  
will represent                                                                
interests in                                                                  
the Trust only                                                                
and will not                                                                  
represent                                                                     
interests in or                                                               
obligations of                                                                
Bank of America                                                               
Mortgage                                                                      
Securities,                                                                   
Inc. or any                                                                   
other entity.                                                                 

The Assets of the Trust will Include--

            . A pool of fully amortizing, one- to four-family,
                  residential first mortgage loans, substantially all of
           which have original terms to stated maturity of
approximately 30 years.             

This prospectus                                                               
supplement may                                                                
be used to                                                                    
offer and sell                                                                
the Offered                                                                   
Certificates                                                                  
only if                                                                       
accompanied by                                                                
the prospectus.                                                               

Neither the Securities and Exchange Commission nor any state securities         
commission has approved the Offered Certificates or determined that this        
prospectus supplement or the prospectus is accurate or complete. Any            
representation to the contrary is a criminal offense.                           

The Offered Certificates will be offered by NationsBanc Montgomery Securities   
LLC, as underwriter, at varying prices to be determined at the time of sale to  
investors. The anticipated delivery date for the Offered Certificates is March  
25, 1999.                                                                       

NationsBanc Montgomery Securities LLC 

March 18, 1999

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Important Notice About Information Presented
in this Prospectus Supplement and the Prospectus

The Offered Certificates are described in two separate documents that     
progressively provide more detail: (i) the accompanying Prospectus, which       
provides general information, some of which may not apply to a particular       
series of Certificates such as your Certificates; and (ii) this Prospectus      
Supplement, which describes the specific terms of your Certificates and may     
differ from information in the Prospectus.                                      

If the description of the terms of your Certificates varies between this  
Prospectus Supplement and the Prospectus, you should rely on the information in 
this Prospectus Supplement.                                                     

Cross-references are included in this Prospectus Supplement and the       
Prospectus to captions in these materials where you can find additional         
information. The following Table of Contents and the Table of Contents in the   
Prospectus provide the locations of these captions.                             

  The Index of Significant Prospectus Supplement Definitions beginning on page
S-85 of this Prospectus Supplement and the Index of Significant Definitions     
beginning on page 97 of the Prospectus direct you to the locations of the       
definitions of capitalized terms used in each of the documents. Any capitalized 
terms that are not defined in this Prospectus Supplement and that do not have   
obvious meanings are defined in the Prospectus.                                 

  Bank of America Mortgage Securities, Inc.'s principal offices are located at
345 Montgomery Street, Lower Level #2, Unit #8152, San Francisco, California    
94104 and its phone number is (415) 622-3676.                                   

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

 This Prospectus Supplement and the accompanying Prospectus contain forward-
looking statements within the meaning of Section 27A of the Securities Act of   
1933, as amended. Specifically, forward- looking statements, together with      
related qualifying language and assumptions, are found in the material          
(including tables) under the headings "Risk Factors" and "Prepayment and Yield  
Considerations." Forward-looking statements are also found in other places      
throughout this Prospectus Supplement and the Prospectus, and may be identified 
by, among other things, accompanying language such as "expects," "intends,"     
"anticipates," "estimates" or analogous expressions, or by qualifying language  
or assumptions. These statements involve known and unknown risks, uncertainties 
and other important factors that could cause the actual results or performance  
to differ materially from the forward-looking statements. These risks,          
uncertainties and other factors include, among others, general economic and     
business conditions, competition, changes in political, social and economic     
conditions, regulatory initiatives and compliance with governmental             
regulations, customer preference and various other matters, many of which are   
beyond the Depositor's control. These forward-looking statements speak only as  
of the date of this Prospectus Supplement. The Depositor expressly disclaims    
any obligation or undertaking to disseminate any updates or revisions to any    
forward-looking statements to reflect changes in the Depositor's expectations   
with regard to those statements or any change in events, conditions or          
circumstances on which any forward-looking statement is based.                  

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--------------------------------------------------------------------------------
TABLE OF CONTENTS                                                               
--------------------------------------------------------------------------------

                                                                · Download Table
                                                                                
Important Notice About Information Presented in this Prospectus Supplement      
 and the Prospectus.......................................................   S-2
Summary of Terms..........................................................   S-6
Risk Factors..............................................................  S-14
 The Rate of Principal Payments on the Mortgage Loans Will Affect the           
  Yield on the Offered Certificates.......................................  S-14
 Subordination of Class A-9 and Class B Certificates Increases Risk of          
  Loss....................................................................  S-15
 Limited Source of Payments -- No Recourse to Depositor, Sellers,               
  Servicers or Trustee....................................................  S-16
 Limited Liquidity........................................................  S-16
 Geographic Concentration May Increase Risk of Loss Due to Adverse              
  Economic Conditions or Natural Disaster.................................  S-16
 Rights of Beneficial Owners May Be Limited by Book-Entry System..........  S-17
 Tax Consequences of Residual Certificates................................  S-17
 Risk Associated with Year 2000 Compliance................................  S-17
The Mortgage Pool.........................................................  S-19
 Mortgage Loan Data.......................................................  S-21
 Underwriting Standards of NationsBanc Mortgage Corporation...............  S-25
 Underwriting Standards of Bank of America, FSB...........................  S-26
NationsBanc Mortgage Corporation..........................................  S-28
Bank of America, FSB......................................................  S-28
Servicing of Mortgage Loans...............................................  S-28
 Foreclosure and Delinquency Experience of NationsBanc Mortgage                 
  Corporation.............................................................  S-29
 Foreclosure and Delinquency Experience of Bank of America, FSB...........  S-30
The Pooling and Servicing Agreement.......................................  S-31
 Assignment of Mortgage Loans.............................................  S-31
 Repurchases of Mortgage Loans............................................  S-32
 Optional Repurchases of Certain Mortgage Loans...........................  S-32
 Payments on Mortgage Loans; Accounts.....................................  S-33
 Servicing Compensation and Payment of Expenses...........................  S-33
 Compensating Interest....................................................  S-33
                                                                · Download Table
                                                                               
 Advances................................................................. S-34
 Optional Termination..................................................... S-34
 Special Servicing Agreements............................................. S-35
 The Trustee.............................................................. S-35
 Voting Rights............................................................ S-35
Description of the Certificates........................................... S-36
 Denominations and Form................................................... S-36
 Book-Entry Certificates.................................................. S-36
 Distributions............................................................ S-38
 Pool Distribution Amount................................................. S-39
 Priority of Distributions................................................ S-39
 Interest................................................................. S-40
 Principal................................................................ S-42
 Allocation of Losses..................................................... S-51
 Restrictions on Transfer of the Class A-R and Class A-LR Certificates.... S-53
 Restrictions on Transfer of the Class A-9 and Class B Certificates....... S-55
Prepayment and Yield Considerations....................................... S-55
 Prepayment Considerations and Risks...................................... S-56
 Assumptions Relating to Tables........................................... S-58
 Weighted Average Lives of the Offered Certificates....................... S-58
 Yield on the Class A-14 Certificates..................................... S-73
 Yield on the Class A-PO Certificates..................................... S-73
 Yield on the Class A-R and Class                                              
  A-LR Certificates....................................................... S-74
 Yield on the Subordinate Certificates.................................... S-74
 Yield Considerations with Respect to the Class B-2 and Class B-3              
  Certificates............................................................ S-75
Credit Support............................................................ S-77
Use of Proceeds........................................................... S-79
Federal Income Tax Consequences........................................... S-79
 Regular Certificates..................................................... S-79
 Residual Certificates.................................................... S-80
 Backup Withholding and Reporting Requirements............................ S-80
State Taxes............................................................... S-81
ERISA Considerations...................................................... S-81
Method of Distribution.................................................... S-82
Legal Matters............................................................. S-83
Certificate Ratings....................................................... S-83
Index of Significant Prospectus Supplement Definitions.................... S-85
Appendix A: Principal Balance Schedules and TAC Group Balance Schedule         

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THE SERIES 1999-2 CERTIFICATES

                                                        · Enlarge/Download Table

                                                                                                 Initial Rating   
                           Initial    Pass-Through                                                     of         
                            Class       Rate or                                                  Certificates(3)  
                         or Component  Component                                     Interest    ---------------- 
Class                     Balance(1)      Rate           Principal Types(2)          Types(2)     Fitch    S&P    
-----                    ------------ ------------ ------------------------------ -------------- -------- ------- 
Offered Certificates                                                                                              
                                                                                                                  
Class A-1............... $100,000,000    6.500%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class A-2............... $100,000,000    6.500%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class A-3............... $ 26,800,000    6.500%    Senior, Lockout                Fixed Rate          AAA     AAA 
Class A-4............... $  4,826,000    6.500%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class A-5............... $  7,621,000    6.500%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class A-6............... $  6,009,000    6.500%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class A-7............... $  8,456,429    6.900%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class A-8............... $  3,382,571    5.500%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class A-9............... $    325,000    6.500%    Senior(/4/), Sequential Pay    Fixed Rate          AAA     AAA 
Class A-10.............. $ 11,199,000    6.500%    Senior, Companion              Accrual,            AAA     AAA 
                                                                                  Fixed Rate                      
Class A-11.............. $ 50,559,000    5.750%    Senior, Planned                Fixed Rate          AAA     AAA 
                                                   Amortization                                                   
Class A-12.............. $ 48,883,000    5.900%    Senior, Planned                Fixed Rate          AAA     AAA 
                                                   Amortization                                                   
Class A-13.............. $ 76,367,000    6.350%    Senior, Targeted Amortization, Fixed Rate          AAA     AAA 
                                                   Accretion Directed                                             
Class A-14.............. $ 35,184,000       (5)    Senior, Component              (5)                 AAA     AAAr
Class A-PO.............. $    748,966       (6)    Senior, Ratio Strip            Principal Only      AAA     AAAr
Class A-R............... $        100    6.500%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class A-LR.............. $        100    6.500%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class B-1............... $ 10,758,098    6.500%    Subordinated                   Fixed Rate           AA     N/A 
Class B-2............... $  3,752,825    6.500%    Subordinated                   Fixed Rate            A     N/A 
Class B-3............... $  1,751,319    6.500%    Subordinated                   Fixed Rate          BBB     N/A 

Components                                                                                                        
                                                                                                                  
Class A-14 PAC IO A.....          (7)    6.500%    Notional Amount                Interest Only,      N/A     N/A 
                                                                                  Fixed Rate                      
Class A-14 PAC IO B.....          (8)    6.500%    Notional Amount                Interest Only,      N/A     N/A 
                                                                                  Fixed Rate                      
Class A-14 PAC.......... $  4,948,000    6.500%    Planned Amortization           Fixed Rate          N/A     N/A 
Class A-14 TAC IO.......          (9)    6.500%    Notional Amount                Interest Only,      N/A     N/A 
                                                                                  Fixed Rate                      
Class A-14 TAC.......... $ 30,236,000    6.500%    Targeted Amortization          Accrual,            N/A     N/A 
                                                                                  Fixed Rate                      

Non-Offered Certificates                                                                                          
                                                                                                                  
Class B-4............... $  1,751,319    6.500%    Subordinated                   Fixed Rate           BB     N/A 
Class B-5............... $  1,000,754    6.500%    Subordinated                   Fixed Rate            B     N/A 
Class B-6............... $  1,001,140    6.500%    Subordinated                   Fixed Rate          N/R     N/A 

--------------------                                                            
(1) Approximate. The initial class balance of the Offered Certificates may vary 
by a total of plus or minus 5%.                                         
(2) See "Description of the Certificates -- Categories of Classes of            
Certificates" in the Prospectus for a description of these principal and
interest types and see "Description of the Certificates -- Priority of  
  Distributions" and "-- Allocation of Losses" in this Prospectus Supplement
for a description of the effects of subordination.                      

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(3) See "Certificate Ratings" in this Prospectus Supplement. The Depositor has  
requested ratings of the Class B Certificates only from Fitch IBCA, Inc.
(4) After the Senior Credit Support Depletion Date, the principal portion of    
Realized Losses (other than Excess Losses) allocated to the Class A-14  
 Certificates will be borne by the Class A-9 Certificates, rather than the
Class A-14 Certificates, for so long as the Class A-9 Certificates are  
outstanding.                                                            
(5) The Class A-14 Certificates will be deemed for purposes of the distribution 
   of interest and principal to consist of five components as described in the
table. The components are not severable.                                
(6) The Class A-PO Certificates are principal-only certificates and will not be 
entitled to distributions in respect of interest.                       
(7) The Class A-14 PAC IO A Component is an interest-only component, has no     
 component principal balance and will bear interest on its notional amount
   (initially approximately $5,833,731) as described under "Description of the
Certificates -- Interest" in this Prospectus Supplement.                
(8) The Class A-14 PAC IO B Component is an interest-only component, has no     
 component principal balance and will bear interest on its notional amount
   (initially approximately $4,512,277) as described under "Description of the
Certificates -- Interest" in this Prospectus Supplement.                
(9) The Class A-14 TAC IO Component is an interest-only component, has no       
 component principal balance and will bear interest on its notional amount
   (initially approximately $1,762,315) as described under "Description of the
Certificates -- Interest" in this Prospectus Supplement.                

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SUMMARY OF TERMS

This summary highlights selected information from this Prospectus         
Supplement. It does not contain all of the information that you need to         
consider in making your investment decision. To understand the terms of the     
Offered Certificates, you should read this entire Prospectus Supplement and the 
Prospectus carefully.                                                           

    Bank of America                        The Bank of New
Mortgage                               York       
Securities, Inc.,                                 
Mortgage Pass-                                    
Through                                           
Certificates,                                     
Series 1999-2 (the                                
"Certificates")                                   
Title of Series:                        Trustee:                                

                  Distribution Date:
                                           The 25th day of
                                              each month (or, if
                                               not a business day,
                                             the next business
                                          day) beginning
                                          April 26, 1999

Depositor:     Bank of America                                                  
Mortgage                                          
Securities, Inc.                                  

                               Closing Date: On or about March
Issuer:        Bank of America                        25, 1999                  
Mortgage 1999-2                                   
Trust (the "Trust")                               

             Cut-off Date:

                                         March 1, 1999
Sellers:       NationsBanc                                                      
Mortgage                                          
Corporation and                                   
Bank of America,                                  
FSB                                               

            Record Date:
                                             The last business
                                            day of the month
                                       preceding a
                                             Distribution Date

Servicers:     NationsBanc                                                      
Mortgage                                          
Corporation and                                   
Bank of America,                                  
FSB                                               

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

The Certificates                                                                

The Certificates will be issued pursuant to a Pooling and Servicing       
Agreement to be dated March 25, 1999 (the "Pooling Agreement"), among the       
Depositor, the Servicers and the Trustee. A summary chart of the initial class  
balances, principal types, pass-through rates, interest types and ratings of    
the Certificates is set forth beginning on page S-4.                            

The Certificates represent all of the beneficial ownership interest in the
Trust.                                                                          

Classifications of Classes of Certificates

                                                                · Download Table
------------------------------------------------------------------------------
                                                                              
  Offered Certificates:         A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9,  
                                A-10, A-11,                                   
                                A-12, A-13, A-14, A-PO, A-R, A-LR, B-1, B-2   
                                and B-3                                       
------------------------------------------------------------------------------
  Non-Offered Certificates:     B-4, B-5 and B-6                              
------------------------------------------------------------------------------
  Senior Certificates:          A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9,  
                                A-10, A-11, A-12, A-13, A-14, A-PO, A-R and A-
                                LR                                            
------------------------------------------------------------------------------
  Subordinate Certificates:     B-1, B-2, B-3, B-4, B-5 and B-6               
------------------------------------------------------------------------------
  Class A Certificates:         A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9,  
                                A-10, A-11, A-12, A-13, A-14, A-PO, A-R and A-
                                LR                                            
------------------------------------------------------------------------------
  Class B Certificates:         B-1, B-2, B-3, B-4, B-5 and B-6               
------------------------------------------------------------------------------
  Accrual Certificates:         A-10                                          
------------------------------------------------------------------------------
  Companion Certificates:       A-10                                          
------------------------------------------------------------------------------
  PAC Certificates:             A-11 and A-12                                 
------------------------------------------------------------------------------
  TAC Certificates:             A-13                                          
------------------------------------------------------------------------------
  Component Certificates:       A-14                                          
------------------------------------------------------------------------------
  Lockout Certificates:         A-3                                           
------------------------------------------------------------------------------
  Principal-Only Certificates:  A-PO                                          
------------------------------------------------------------------------------
  Residual Certificates:        A-R and A-LR                                  
------------------------------------------------------------------------------

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 Only the Class A, Class B-1, Class B-2 and Class B-3 Certificates are being
offered by this Prospectus Supplement.                                          

 The Class B-4, Class B-5 and Class B-6 Certificates are not offered by this
Prospectus Supplement. These Non-Offered Certificates are subordinated to the   
Offered Certificates for distributions of principal and interest and for        
allocations of losses on the Mortgage Loans.                                    

Information provided with respect to the Non-Offered Certificates is      
included solely to aid your understanding of the Offered Certificates.          

Mortgage Pool                                                                   

The "Mortgage Pool" will consist of fixed-rate, conventional, fully-      
amortizing mortgage loans (the "Mortgage Loans") secured by first liens on one- 
to four-family properties. All of the Mortgage Loans were originated or         
acquired by NationsBanc Mortgage Corporation or Bank of America, FSB, both of   
which are affiliates of the Depositor and the Underwriter.                      

The Depositor expects the Mortgage Loans to have the following approximate
characteristics:                                                                

Selected Mortgage Loan Data as of March 1, 1999 

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

                                                                · Download Table

                                          Range or Total        Weighted Average
--------------------------------------------------------------------------------
                                                                                
Number of Mortgage Loans                       1,473                   --       
--------------------------------------------------------------------------------
Aggregate Unpaid Principal Balance        $500,376,622.26              --       
--------------------------------------------------------------------------------
Unpaid Principal Balance            $90,555.33 to $1,084,153.59 $339,699.00(/1/)
--------------------------------------------------------------------------------
Interest Rates                           6.250% to 8.000%            7.176%     
--------------------------------------------------------------------------------
Administrative Fee Rate                  0.2535% to 1.500%          0.6854%     
--------------------------------------------------------------------------------
Remaining Terms to Stated Maturity   237 months to 360 months      357 months   
--------------------------------------------------------------------------------
Original Term                        240 months to 360 months      359 months   
--------------------------------------------------------------------------------
Loan Age                               0 months to 9 months         1 month     
--------------------------------------------------------------------------------
Original Loan-to-Value Ratio              8.60% to 95.00%            72.25%     
--------------------------------------------------------------------------------
Latest Maturity Date                       March 1, 2029               --       
--------------------------------------------------------------------------------
Geographic Concentration of Mortgaged Properties in Excess of                   
 5.00% of the Aggregate Unpaid Principal Balance                                
  California.......................................... 42.39%                   
  Colorado............................................. 6.26%                   
  Texas................................................ 6.43%                   
--------------------------------------------------------------------------------
Maximum Single Zip Code                                                         
 Concentration                                 1.02%                   --       
--------------------------------------------------------------------------------

(/1/) The balance shown is the average unpaid principal balance of the Mortgage 
Loans.                                                                      

The characteristics of the Mortgage Pool may change because:              

.Prior to the issuance of the Certificates, the Depositor may remove        
  Mortgage Loans from the Mortgage Pool. The Depositor also may substitute
 new Mortgage Loans for Mortgage Loans in the Mortgage Pool prior to the
Closing Date.                                                         

.After the issuance of the Certificates, Mortgage Loans may be removed from 
the Trust because of repurchases by the Depositor for breaches of     
 representations or failure to deliver required documents. Under certain
circumstances, the Depositor may make substitutions for repurchased   
Mortgage Loans.                                                       

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These removals and/or substitutions may result in changes in the Mortgage 
Pool characteristics shown above. These changes may affect the weighted average 
lives and yields to maturity of the Offered Certificates.                       

Additional information on the Mortgage Pool appears under "The Mortgage   
Pool" in this Prospectus Supplement.                                            

Optional Termination                                                            

At its option, the Depositor may purchase all remaining Mortgage Loans in 
the Trust and effect early retirement of the Certificates on any Distribution   
Date on which the scheduled principal balance of the Mortgage Pool is less than 
10% of the initial scheduled principal balance of the Mortgage Pool.            

See "The Pooling and Servicing Agreement -- Optional Termination" in this 
Prospectus Supplement.                                                          

If the Depositor exercises its right to repurchase all of the Mortgage    
Loans, the Certificates outstanding at that time will be retired earlier than   
would otherwise be the case.                                                    

See "Prepayment and Yield Considerations" in this Prospectus Supplement.  

Priority of Distributions                                                       

Distributions will be made on each Distribution Date from the Pool        
Distribution Amount in the following order of priority:                         

.First, to the Trustee an amount in payment for its services for such       
Distribution Date;                                                    

.Second, to each class of Senior Certificates (other than the Class A-PO    
Certificates) to pay interest;                                        

.Third, to the classes of Senior Certificates entitled to receive           
distributions of principal, as set forth in this Prospectus Supplement
 under "Description of the Certificates -- Principal," to pay principal;

.Fourth, to the Class A-PO Certificates, to pay any Class A-PO Deferred     
 Amounts, but only from amounts that would otherwise be distributable on
such Distribution Date as principal of the Subordinate Certificates;  

.Fifth, to each class of Subordinate Certificates, first to pay interest    
 and then to pay principal in the order of numerical class designations,
beginning with the Class B-1 Certificates; and                        

.Sixth, to the Class A-LR Certificate, any remaining amounts.               

 All of the distributions described above are subject to the limitations set
forth in this Prospectus Supplement under "Description of the Certificates --   
Interest" and "-- Principal."                                                 

If you are purchasing Class A-10 or Class A-14 Certificates, you will not 
receive current interest distributions with respect to your Class A-10          
Certificates or the accrual component of your Class A-14 Certificates until the 
applicable Accretion Termination Date. Prior to the applicable Accretion        
Termination Date, interest which would otherwise be distributed on your Class   
A-10 Certificates or the accrual component of your Class A-14 Certificates will 
be distributed instead as principal to the holders of certain Class A           
Certificates as described under "Description of the Certificates -- Principal"  
in this                                                                         

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Prospectus Supplement. Any interest not distributed on your Class A-10 or Class 
A-14 Certificates as described in this paragraph will be added to the principal 
balance of your Class A-10 or Class A-14 Certificates. See "Description of the  
Certificates --Principal" in this Prospectus Supplement.                        

Under certain circumstances described in this Prospectus Supplement,      
distributions that would otherwise be made on the Subordinate Certificates may  
be made on the Senior Certificates instead. See "Description of the             
Certificates -- Allocation of Losses" in this Prospectus Supplement.            

Interest Distributions                                                          

The amount of interest that will accrue on your Certificates each month   
(unless you own a Class A-14 or Class A-PO Certificate) is equal to:            

.one-twelfth of the pass-through rate for your class (as set forth or       
 described beginning on page S-4) multiplied by the principal balance of
your Certificate on the Distribution Date, minus                      

.the amount of certain interest shortfalls arising from the timing of       
 prepayments on the Mortgage Loans and interest losses allocated to your
  class, as described under "Description of the Certificates -- Allocation
of Losses" in this Prospectus Supplement.                             

The amount of interest that will accrue on the Class A-14 Certificates is 
equal to the sum of the interest that will accrue on each component of the      
Class A-14 Certificates as described under "Description of the Certificates --  
Interest" in this Prospectus Supplement.                                      

The Class A-PO Certificates are principal-only certificates and are not   
entitled to distributions of interest.                                          

 See "Description of the Certificates -- Distributions" and "-- Interest" in
this Prospectus Supplement.                                                     

Principal Distributions                                                         

 On each Distribution Date, principal distributions to the Certificates will
be made in the order and priority described under "Description of the           
Certificates -- Priority of Distributions" in this Prospectus Supplement.       

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Credit Support                                                                  

 Credit support for the Offered Certificates is provided by subordination as
follows:                                                                        

[LOGO OF CLASS B CERTIFICATES]

----------                                                                      
(1) The credit support percentage set forth in this chart shows the initial     
   balance of the classes of Certificates subordinate to a class or classes as
a percentage of the scheduled balance of the initial Mortgage Pool.     
(2) This order of loss allocation does not apply to losses due to fraud,        
borrower bankruptcies or special hazards that are in excess of certain  
   amounts. These "Excess Losses" will be allocated to all of the Certificates
(or in the case of the Class A-14 Certificates, to the Class A-14 PAC   
Component and Class A-14 TAC Component) pro rata on the basis of their  
outstanding balances or, in the case of the Class A-10 Certificates and 
Class A-14 TAC Component, their initial balances if they are lower than 
their outstanding balances.                                             

 After the Class B Certificates are no longer outstanding, any losses (other
than Excess Losses) allocated to the Class A-14 Certificates will be borne by   
the Class A-9 Certificates, rather than the Class A-14 Certificates, for so     
long as the Class A-9 Certificates are outstanding.                             

See "Description of the Certificates -- Priority of Distributions" and "--
Allocation of Losses" and "Credit Support" in this Prospectus Supplement.     

Shifting Interest in Prepayments                                                

  Additional credit enhancement is provided by the allocation of all principal
prepayments to the Senior Certificates (other than Class A-PO Certificates) for 
the first five years and the disproportionately greater allocation of           
prepayments to the Senior Certificates over the following four years. The       
disproportionate allocation of prepayments will accelerate the amortization of  
those Senior Certificates relative to the amortization of the Subordinate       
Certificates. As a result, the credit support percentage for the Class A        
Certificates should be maintained and may be increased during the first nine    
years.                                                                          

See "Description of the Certificates -- Principal" in this Prospectus     
Supplement.                                                                     

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Prepayment and Yield Considerations                                             

 The yield to maturity on your Offered Certificates will be sensitive to the
rate and timing of principal payments (which will be affected by prepayments,   
defaults and liquidations) on the Mortgage Loans. As a result, your yield may   
fluctuate significantly.                                                        

.In general, if you purchased your Offered Certificate at a premium and     
principal distributions occur at a rate faster than you assumed, your 
actual yield to maturity will be lower than anticipated.              

.Conversely, if you purchased your Offered Certificate at a discount and    
principal distributions occur at a rate slower than you assumed, your 
actual yield to maturity will be lower than anticipated.              

The Class A-14 Certificates consist of five components. If you purchase   
Class A-14 Certificates, you will not have a severable interest in the          
components comprising the class and you will not be able to transfer any        
component separately. Each component may be affected differently by the rate of 
principal payments on the Mortgage Loans. You should carefully review the table 
under "Prepayment and Yield Considerations -- Yield on the Class A-14           
Certificates" in this Prospectus Supplement which illustrates the effect of     
different rates of prepayment on the yield to maturity of the Class A-14        
Certificates.                                                                   

Because the Class A-PO Certificates represent the right to receive only a 
portion of the principal received with respect to the Mortgage Loans with Net   
Mortgage Interest Rates less than 6.500% (the "Discount Mortgage Loans"), the   
yield to maturity on the Class A-PO Certificates will be extremely sensitive to 
the rate and timing of principal payments on the Discount Mortgage Loans.       

Because the Class A-9 Certificates will bear losses (other than Excess    
Losses) allocated to the Class A-14 Certificates, as well as their own share of 
such losses, once the Class B Certificates are no longer outstanding, the yield 
to maturity of the Class A-9 Certificates will be more sensitive to the amounts 
and timing of losses on the Mortgage Loans than the other Class A Certificates. 

  The yield to maturity of the Class B-1, Class B-2 and Class B-3 Certificates
will be increasingly sensitive to the amounts and timing of losses on the       
Mortgage Loans due to the fact that, once the aggregate balance of the Class B- 
4, Class B-5 and Class B-6 Certificates has been reduced to zero, all losses    
(other than the portion of any Excess Losses allocated to more senior classes   
of Certificates) will be allocated to the Class B-3, Class B-2 and Class B-1    
Certificates, in that order, until the balance of each class has been reduced   
to zero.                                                                        

  Because the Mortgage Loans may be prepaid at any time, it is not possible to
predict the rate at which you will receive distributions of principal or the    
rate at which your notional amount will be reduced. Since prevailing interest   
rates are subject to fluctuation, you may not be able to reinvest your          
distributions at yields equaling or exceeding the yields on the Offered         
Certificates. Yields on any reinvestments may be lower, and could be            
significantly lower, than the yields on your Offered Certificates.              

 See "Prepayment and Yield Considerations" in this Prospectus Supplement and
in the Prospectus.                                                              

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Weighted Average Lives (in years)(/1/)

                                                                · Download Table

                                                        PSA(/2/)          
                                              ----------------------------
Class                                          0%   100%  275%  400%  500%
-----                                         ----- ----- ----- ----- ----
                                                                          
A-1.......................................... 17.47  7.76  3.58  2.74 2.37
A-2.......................................... 19.13  9.98  4.59  3.31 2.79
A-3.......................................... 21.36 15.85 11.41  9.87 8.89
A-4.......................................... 27.36 19.26  8.10  5.54 4.54
A-5.......................................... 28.08 21.63  9.63  6.25 4.98
A-6.......................................... 28.82 24.63 12.31  7.38 5.68
A-7.......................................... 29.47 27.90 18.16 11.20 6.79
A-8.......................................... 29.47 27.90 18.16 11.20 6.79
A-9.......................................... 19.84 11.41  5.93  4.36 3.61
A-10......................................... 27.98 24.34 15.23  1.11 0.82
A-11.........................................  8.61  2.95  2.66  2.66 2.66
A-12......................................... 17.70  6.80  6.00  6.00 6.00
A-13.........................................  9.07  7.56  2.91  2.21 1.85
A-14......................................... 22.86 15.74 10.18  8.62 5.63
A-PO......................................... 19.58 11.44  6.09  4.55 3.81
A-R..........................................  0.08  0.08  0.08  0.08 0.08
A-LR.........................................  0.08  0.08  0.08  0.08 0.08
B-1.......................................... 19.84 14.83 10.83  9.47 8.77
B-2.......................................... 19.84 14.83 10.83  9.47 8.77
B-3.......................................... 19.84 14.83 10.83  9.47 8.77

----------                                                                      
(/1/Determined)as described under "Prepayment and Yield Considerations --       
Weighted Average Lives of the Offered Certificates" in this Prospectus
Supplement. Prepayments will not occur at any assumed rate shown or any 
   other constant rate, and the actual weighted average lives of any or all of
  the classes of Offered Certificates are likely to differ from those shown,
perhaps significantly.                                                  
(/2/"PSA")is the Prepayment Standard Assumption which is described under        
"Prepayment and Yield Considerations -- Weighted Average Lives of the   
Offered Certificates" in this Prospectus Supplement.                    

The weighted average life of the Class A-10 Certificates, which are       
Companion Certificates, will be extremely sensitive to the rate of prepayments  
on the Mortgage Loans.                                                          

Federal Income Tax Consequences                                                 

  For federal income tax purposes, an election will be made to treat the Trust
as two separate "real estate mortgage investment conduits" (the "Upper-Tier     
REMIC" and the "Lower-Tier REMIC," and each, a "REMIC" ).                       

.The Offered Certificates (other than the Class A-14, Class A-R and Class   
  A-LR Certificates) will constitute "regular interests" in the Upper-Tier
REMIC and will be treated as debt instruments for federal income tax  
purposes.                                                             

.Each component of the Class A-14 Certificates will constitute a separate   
"regular interest" in the Upper-Tier REMIC; however, it is anticipated
  that the regular interests represented by the components will be treated
as a single debt instrument for federal income tax purposes.          

.The Class A-R and Class A-LR Certificates will constitute the sole class   
of "residual interests" in the Upper-Tier REMIC and Lower-Tier REMIC, 
respectively.                                                         

Interest on the Offered Certificates must be included in your income under
an accrual method of tax accounting, even if you are otherwise a cash method    
taxpayer.                                                                       

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The Class A-10, Class A-14 and Class A-PO Certificates will, and certain  
other Classes may, be issued with original issue discount for federal income    
tax purposes. If you hold such a Certificate, you will be required to include   
original issue discount in income as it accrues on a constant yield method,     
regardless of whether you receive concurrently the cash attributable to such    
original issue discount.                                                        

 Holders of Class A-R and Class A-LR Certificates will be required to report
as ordinary income or loss their pro rata share of the net income or the net    
loss of the Upper-Tier REMIC and Lower-Tier REMIC, respectively, and will be    
required to fund tax liabilities with respect to any such net income although   
no cash distributions are expected to be made with respect to the Class A-R and 
Class A-LR Certificates.                                                        

See "Federal Income Tax Consequences" in this Prospectus Supplement and in
the Prospectus.                                                                 

Legal Investment                                                                

If your investment activities are subject to legal investment laws and    
regulations, regulatory capital requirements or review by regulatory            
authorities, then you may be subject to restrictions on investment in the       
Offered Certificates. You should consult your legal, tax and accounting         
advisers for assistance in determining the suitability of and consequences to   
you of the purchase, ownership and sale of Offered Certificates.                

.The Senior Certificates and the Class B-1 Certificates will constitute     
"mortgage related securities" for purposes of the Secondary Mortgage  
Market Enhancement Act of 1984, as amended ("SMMEA"), so long as they 
are rated in one of the two highest rating categories by at least one 
nationally recognized rating agency.                                  

.The Class B-2 and Class B-3 Certificates will not constitute "mortgage     
related securities" under SMMEA.                                      

See "Legal Investment" in the Prospectus.                                 

ERISA Considerations                                                            

If you are a fiduciary or other person acting on behalf of any employee   
benefit plan or arrangement, including an individual retirement account (an     
"IRA"), subject to the Employee Retirement Income Security Act of 1974, as      
amended ("ERISA"), the Internal Revenue Code of 1986, as amended (the "Code"),  
or any federal, state or local law ("Similar Law") which is similar to ERISA or 
the Code (collectively, a "Plan"), you should carefully review with your legal  
advisors whether the purchase or holding of an Offered Certificate could give   
rise to a transaction prohibited or not otherwise permissible under ERISA, the  
Code or Similar Law.                                                            

Subject to the considerations and conditions described under "ERISA       
Considerations" in this Prospectus Supplement, it is expected that the Senior   
Certificates (other than the Class A-9, Class A-R and Class A-LR Certificates)  
may be purchased by Plans. The Class A-R and Class A-LR Certificates may not be 
acquired by Plans and the Class A-9 and Class B Certificates may not be         
acquired by Plans except upon satisfaction of certain conditions.               

See "ERISA Considerations" in this Prospectus Supplement and in the       
Prospectus.                                                                     

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RISK FACTORS                                                                    

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.The Offered Certificates are not suitable investments for all investors.   

.The Offered Certificates are complex financial instruments, so you should  
not purchase any Offered Certificates unless you or your financial    
advisor possess the necessary expertise to analyze the potential risks
associated with an investment in mortgage-backed securities.          

.You should not purchase any Offered Certificates unless you understand,    
  and are able to bear, the prepayment, credit, liquidity and market risks
associated with those Offered Certificates.                           

.You should carefully consider the risk factors discussed below in addition 
  to the other information contained in this Prospectus Supplement and the
Prospectus.                                                           

The Rate of Principal Payments on the Mortgage Loans Will Affect the Yield on   
the Offered Certificates                                                    

The rate of distributions of principal and the yield to maturity on your  
Certificates will be directly related to (i) the rate of payments of principal  
on the Mortgage Loans and (ii) the amount and timing of defaults by borrowers   
that result in losses on the Mortgage Loans. Borrowers are permitted to prepay  
their Mortgage Loans, in whole or in part, at any time without penalty.         

  The rate of principal payments on the Mortgage Loans mainly will be affected
by the following:                                                               

.the amortization schedules of the Mortgage Loans;                          

.the rate of partial prepayments and full prepayments by borrowers due to   
 refinancing, job transfer, changes in property values or other factors;

.liquidations of the properties that secure defaulted Mortgage Loans;       

.repurchases of Mortgage Loans by the Depositor as a result of defective    
documentation or breaches of representations or warranties; and       

.the optional repurchase of all the Mortgage Loans by the Depositor to      
effect a termination of the trust.                                    

For a more detailed discussion of these factors, see "The Pooling and     
Servicing Agreement --Optional Termination" and "Prepayment and Yield           
Considerations" in this Prospectus Supplement and "The Pooling and Servicing    
Agreement -- Assignment of Mortgage Loans to the Trustee" and "-- Termination;  
Optional Purchase of Mortgage Loans" and "Prepayment and Yield Considerations"  
in the Prospectus.                                                              

  The rate of payments (including prepayments) on mortgage loans is influenced
by a variety of economic, geographic, social and other factors, but depends     
greatly on the level of mortgage interest rates:                                

.If prevailing interest rates for similar mortgage loans fall below the     
interest rates on the Mortgage Loans, the rate of prepayment would    
generally be expected to increase due to refinancings.                

.Conversely, if prevailing interest rates for similar mortgage loans rise   
above the interest rates on the Mortgage Loans, the rate of prepayment
would generally be expected to decrease.                              

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  Mortgage originators (including NationsBanc Mortgage Corporation and Bank of
America, FSB) make general and targeted solicitations for refinancings. Any     
such solicited refinancings may result in a rate of prepayment that is higher   
than you might otherwise expect.                                                

If you are purchasing Offered Certificates at a discount, and specifically
if you are purchasing the Class A-PO Certificates, you should consider the risk 
that if principal payments on the Mortgage Loans, or, in the case of the Class  
A-PO Certificates, Mortgage Loans having Net Mortgage Interest Rates below      
6.500%, occur at a rate slower than you expected, your yield will be lower than 
you expected. See "Prepayment and Yield Considerations -- Yield on the Class A- 
PO Certificates" in this Prospectus Supplement for a more detailed description  
of risks associated with the purchase of the Class A-PO Certificates, including 
a table demonstrating the particular sensitivity of the Class A-PO Certificate  
to the rate of prepayments.                                                     

  If you are purchasing Offered Certificates at a premium, you should consider
the risk that if principal payments on the Mortgage Loans occur at a rate       
faster than you expected, your yield may be lower than you expected.            

See "Summary of Terms -- Prepayment and Yield Considerations" and         
"Prepayment and Yield Considerations" in this Prospectus Supplement.            

Subordination of Class A-9 and Class B Certificates Increases Risk of Loss      

If you purchase Class B Certificates, you are more likely to suffer losses
as a result of losses or delinquencies on the Mortgage Loans than are holders   
of the Class A Certificates.                                                    

.The rights of the holders of each class of Class B Certificates to receive 
distributions of interest and principal are subordinated to the rights
  of the holders of the Class A Certificates and the holders of each class
  of Class B Certificates with a lower numerical designation. For example,
 the holders of the Class B-2 Certificates will not receive principal or
interest on a Distribution Date until the holders of the Class A and  
Class B-1 Certificates have received the amounts to which they are    
entitled on that Distribution Date.                                   

.Losses that are realized on the Mortgage Loans (other than Excess Losses)  
  will be allocated first to the Class B-6 Certificates, then to the Class
B-5 Certificates and so on, in reverse of the numerical order of the  
Class B Certificates, until the outstanding balances of those classes 
  have been reduced to zero. After the outstanding balances of the Class B
 Certificates have been reduced to zero, all losses will be allocated to
the Class A Certificates.                                             

 For a more detailed description of the subordination feature of the Class B
Certificates, see "Description of the Certificates -- Allocation of Losses" and 
"Credit Support" in this Prospectus Supplement.                                 

If you purchase Class A-9 Certificates, you should consider the risk that 
after the Class B Certificates are no longer outstanding, the principal portion 
of losses realized on the Mortgage Loans (other than Excess Losses) that are    
allocated to the Class A-14 Certificates will be borne by your Class A-9        
Certificates, rather than the Class A-14 Certificates, for so long as your      
Class A-9 Certificates are outstanding.                                         

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Limited Source of Payments - No Recourse to Depositor, Sellers, Servicers or    
Trustee                                                                     

Proceeds of the Mortgage Loans will be the sole source of payments on the 
Certificates. The Certificates do not represent an interest in or obligation of 
the Depositor, either Seller, either Servicer, the Trustee or any of their      
affiliates. There are, however, limited obligations of the Depositor with       
respect to certain breaches of its representations and warranties, and limited  
obligations of the Servicers with respect to their servicing obligations.       

Neither the Certificates nor the Mortgage Loans will be guaranteed by or  
insured by any governmental agency or instrumentality, the Depositor, either    
Seller, either Servicer, the Trustee or any of their affiliates. Consequently,  
if payments on the Mortgage Loans are insufficient or otherwise unavailable to  
make all payments required on the Certificates, there will be no recourse to    
the Depositor, either Seller, either Servicer, the Trustee or any of their      
affiliates.                                                                     

Limited Liquidity                                                               

The Underwriter intends to make a market for purchase and sale of the     
Offered Certificates after their initial issuance, but the Underwriter has no   
obligation to do so. There is no assurance that such a secondary market will    
develop or, if it does develop, that it will provide you with liquidity of      
investment or that it will continue for the life of the Offered Certificates.   
As a result, you may not be able to sell your Certificates or you may not be    
able to sell your Certificates at a high enough price to produce your desired   
return on investment.                                                           

 The secondary market for mortgage-backed securities has experienced periods
of illiquidity and can be expected to do so in the future. Illiquidity means    
that there may not be any purchasers for your class of Certificates. Although   
any class of Certificates may experience illiquidity, it is more likely that    
classes of Certificates that are more sensitive to prepayment, credit or        
interest rate risk (Class A-PO or Class B Certificates) will experience         
illiquidity.                                                                    

Geographic Concentration May Increase Risk of Loss Due to Adverse Economic      
Conditions or Natural Disaster                                              

  At various times, certain geographic regions will experience weaker economic
conditions and housing markets and, consequently, will experience higher rates  
of delinquency and loss on mortgage loans generally. In addition, California,   
Florida and several other states have experienced natural disasters, including  
earthquakes, fires, floods and hurricanes, which may adversely affect property  
values. Any concentration of mortgaged properties in a state or region may      
present unique risk considerations. See the chart on page S-22 for a listing of 
the locations and concentrations of mortgaged properties.                       

Any deterioration in housing prices in a state or region due to adverse   
economic conditions, natural disaster or other factors, and any deterioration   
of economic conditions in a state or region that adversely affects the ability  
of borrowers to make payments on the Mortgage Loans, may result in losses on    
the Mortgage Loans. Any losses may adversely affect the yield to maturity of    
the Offered Certificates.                                                       

See "The Mortgage Pool" in this Prospectus Supplement for further         
information regarding the geographic concentration of the Mortgage Loans.       

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Rights of Beneficial Owners May Be Limited by Book-Entry System                 

All of the Offered Certificates, other than the Class A-R and Class A-LR  
Certificates, are Book-Entry Certificates and will be held through the book-    
entry system of The Depository Trust Company. Transactions in the Book-Entry    
Certificates generally can be effected only through DTC and DTC Participants.   
As a result:                                                                    

.your ability to pledge Book-Entry Certificates to entities that do not     
  participate in the DTC system, or to otherwise act with respect to Book-
Entry Certificates, may be limited due to the lack of a physical      
certificate for your Certificates; and                                

.under a book-entry format, you may experience delays in the receipt of     
payments, since distributions will be made by the Trustee to DTC, and 
not directly to you.                                                  

For a more detailed discussion of the Book-Entry Certificates, see        
"Description of the Certificates --Book-Entry Certificates" in this Prospectus  
Supplement.                                                                     

Tax Consequences of Residual Certificates                                       

.The Class A-R and Class A-LR Certificates will be the sole "residual       
interests" in the Upper-Tier REMIC and Lower-Tier REMIC, respectively,
for federal income tax purposes.                                      

.Holders of Class A-R and Class A-LR Certificates must report as ordinary   
  income or loss their pro rata share of the net income or the net loss of
the respective REMIC whether or not any                               
cash distributions are made to them. This allocation of income or loss
  may result in a zero or negative after-tax return. No cash distributions
are expected to be made with respect to the Class A-R and Class A-LR  
Certificates.                                                         

.Due to their tax consequences, the Class A-R and Class A-LR Certificates   
will be subject to restrictions on transfer that may affect their     
liquidity. In addition, the Class A-R and Class A-LR Certificates may 
not be acquired by Plans.                                             

See "Description of the Certificates -- Restrictions on Transfer of the   
Class A-R and Class A-LR Certificates," "Prepayment and Yield                   
Considerations -- Yield on the Class A-R and Class A-LR Certificates," "ERISA   
Considerations" and "Federal Income Tax Consequences" in this Prospectus        
Supplement.                                                                     

Risk Associated with Year 2000 Compliance                                       

 The following is a Year 2000 readiness disclosure within the meaning of the
Year 2000 Information and Readiness Disclosure Act.                             

Each of the Servicers and their ultimate corporate parent, BankAmerica    
Corporation (the "Corporation"), like all financial institutions, are faced     
with the challenge of correctly stating and processing data containing dates    
from the Year 2000 and beyond, i.e. becoming Year 2000 ready. Computers         
programmed with a two-digit field for identifying the year interpret "98" as    
"1998," but may interpret "00" as "1900" rather than "2000." If not remedied,   
this problem could create system errors and failures resulting in the           
disruption of normal business operations. The Corporation has established       
project teams to address these Year 2000 issues. For additional information on  
the Corporation's Year 2000 remediation efforts, readers of this Prospectus     
Supplement are referred to the Corporation's Quarterly Report on Form 10-Q for  
the period ended September 30, 1998, which is                                   

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incorporated herein by reference, and any subsequent reports filed by the       
Corporation under the Securities Exchange Act of 1934, as amended.              

The Servicers and their major vendors of mortgage servicing software are  
preparing contingency plans which will be implemented, if required, to minimize 
interruptions to mortgage servicing operations. However, due to the size and    
complexity of some systems, some of which are provided by outside vendors, and  
the necessity for these systems to interface correctly, both within and outside 
the Servicers, there is the possibility that some systems may not handle date-  
related data correctly after January 1, 2000. Nevertheless, based on their      
efforts and those of their major vendors and the information available to date, 
and assuming the continued availability to the Servicers and to their           
significant vendors of staff and other technical resources and no unexpected    
difficulty in implementing system enhancements, each Servicer believes that it  
will not incur significant operational disruptions to mortgage servicing        
operations as a result of the Year 2000 problem. Each Servicer has made its     
mission critical mortgage servicing systems Year 2000 ready, and expects the    
mission critical systems provided by vendors will be Year 2000 ready before     
January 1, 2000. However, the Servicers are heavily dependent on their outside  
vendors and the systems of third parties. There can be no assurance that the    
systems of third parties with which the Servicers deal will be timely           
converted. Likewise, the Servicers do not have the same ability to monitor and  
control their outside vendors as they have for their internal systems.          

The Trustee has informed the Depositor and the Servicers that it will use 
commercially reasonable efforts to (i) make the computer hardware and software  
owned by the Trustee and used to provide its services under the Pooling         
Agreement Year 2000 ready before December 31, 1999, (ii) test software that the 
Trustee licenses from third parties to provide services under the Pooling       
Agreement and subject to certain conditions, if any such software is not Year   
2000 ready by September 30, 1999, obtain replacement software that is warranted 
by its vendor as Year 2000 ready and (iii) contact third party service          
providers that the Trustee may use to provide services under the Pooling        
Agreement to obtain assurances from them that the computer hardware and         
software used to provide services under the Pooling Agreement are Year 2000     
ready. However, there can be no assurance that the systems of the Trustee or    
third parties with which the Trustee deals will be Year 2000 ready.             

If either of the Servicers or any of their vendors or third party service 
providers is not Year 2000 ready, that Servicer most likely will not be able to 
process payments on the Mortgage Loans on a timely basis or accurately. These   
problems could lead to the occurrence of an event of default under the Pooling  
Agreement. For the remedies available upon the occurrence of an event of        
default, see "The Pooling and Servicing Agreement -- Rights Upon Event of       
Default" in the Prospectus.                                                     

  If the Trustee or any of its vendors or third party service providers is not
Year 2000 ready, the Trustee may not be able to make timely or accurate         
payments to certificateholders. The Pooling Agreement provides that the holders 
of Certificates evidencing at least 50% of the voting rights have the right to  
remove the Trustee by providing written notice to the Servicers and the         
Trustee.                                                                        

  Replacement of a Servicer or the Trustee could lead to payment delays on the
Certificates during any transition period.                                      

  The forward-looking statements contained in this Year 2000 discussion should
be read in conjunction with the continuing statement included in the last       
paragraph on page S-2 of this Prospectus Supplement.                            

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THE MORTGAGE POOL                                                               

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The following descriptions of the Mortgage Loans and the mortgaged        
properties are based upon the expected characteristics of the Mortgage Loans as 
of the close of business on the Cut-off Date. The balances shown have been      
adjusted for the scheduled principal payments due on or before the Cut-off      
Date. Prior to the Closing Date, Mortgage Loans may be removed from the         
Mortgage Pool and other Mortgage Loans may be substituted for them. The         
Depositor believes that the information set forth in this Prospectus Supplement 
is representative of the characteristics of the Mortgage Pool as it will be     
constituted on the Closing Date. Unless the context requires otherwise,         
references below to percentages of the Mortgage Loans are approximate           
percentages of the aggregate Stated Principal Balance of the Mortgage Loans as  
of the Cut-off Date.                                                            

The Trust will consist primarily of a pool (the "Mortgage Pool") of fixed-
rate, conventional, fully-amortizing mortgage loans (the "Mortgage Loans")      
secured by first liens on one- to four-family residential properties. As of the 
Cut-off Date, the Mortgage Pool is expected to include 1,473 Mortgage Loans     
with an aggregate Stated Principal Balance of approximately $500,376,622.26.    
The Mortgage Loans will have original terms to stated maturity ranging from 240 
to 360 months. The Mortgage Loans will have scheduled monthly payments of       
interest and principal due on the first day of each month. Each Mortgage Loan   
bears interest at a fixed rate.                                                 

  The Mortgage Pool consists of Mortgage Loans either (i) originated by one of
the Sellers or (ii) purchased by one of the Sellers from various entities that  
either originated the Mortgage Loans or acquired the Mortgage Loans pursuant to 
mortgage loan purchase programs operated by such entities. The Mortgage Loans   
will be sold by the Sellers to the Depositor on the Closing Date pursuant to    
two mortgage loan purchase agreements, each between one of the Sellers and the  
Depositor (the "Mortgage Loan Purchase Agreements"). The Mortgage Loan Purchase 
Agreements will provide the Depositor with remedies against the Sellers for     
breaches of representations and warranties made by the Depositor with respect   
to the Mortgage Loans in the Pooling Agreement and for the failure to deliver   
documentation with respect to the Mortgage Loans under the Pooling Agreement.   

As of the Cut-off Date, each Mortgage Loan is expected to have a Stated   
Principal Balance of at least approximately $90,555.33 and of not more than     
approximately $1,084,153.59 and the average Stated Principal Balance of the     
Mortgage Loans is expected to be approximately $339,699.00. The latest stated   
maturity date of any of the Mortgage Loans is expected to be March 1, 2029;     
however, borrowers may prepay their Mortgage Loans at any time without penalty. 
Accordingly, the actual date on which any Mortgage Loan is paid in full may be  
earlier than the stated maturity date due to unscheduled payments of principal. 

  As of the Cut-off Date, no Mortgage Loan was delinquent and no Mortgage Loan
has been more than 30 days delinquent more than once during the preceding       
twelve months. Approximately 0.07% of the Mortgage Loans will be subject to     
buydown agreements.                                                             

As of the Cut-off Date, it is expected that approximately 83.16% of the   
Mortgage Loans will have been originated or acquired by NationsBanc Mortgage    
Corporation and approximately 16.84% of the Mortgage Loans will have been       
originated or acquired by Bank of America, FSB and its affiliates (other than   
NationsBanc Mortgage Corporation).                                              

 As of the Cut-off Date, no Mortgage Loan will have a Loan-to-Value Ratio of
more than 95.00%. For more information on the Loan-to-Value Ratios of the       
Mortgage Loans, see the "Original Loan-to-                                      

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Value Ratios" table below. Subject to minor exceptions permitted in each        
Seller's discretion, each Mortgage Loan with a Loan-to-Value Ratio at           
origination in excess of 80% will be covered by a primary mortgage guaranty     
insurance policy which conforms to the standards of Fannie Mae ("FNMA") or the  
Federal Home Loan Mortgage Corporation ("FHLMC"). No such primary mortgage      
insurance policy will be required with respect to any such Mortgage Loan after  
the date on which the related Loan- to-Value Ratio is less than 80%.            

The "Loan-to-Value Ratio" of a Mortgage Loan at any time is the percentage
equal to (i) the principal balance of the related Mortgage Loan divided by (ii) 
the lesser of (a) the appraised value of the related mortgaged property         
determined in an appraisal obtained by the originator at origination of the     
Mortgage Loan and (b) except for Mortgage Loans made for refinancing purposes,  
the sales price for the mortgaged property. The value of any mortgaged property 
generally will change from the level that existed on the appraisal or sales     
date. If residential real estate values generally or in a particular geographic 
area decline, the Loan-to-Value Ratios might not be a reliable indicator of the 
rates of delinquencies, foreclosures and losses that could occur with respect   
to the Mortgage Loans.                                                          

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Mortgage Loan Data                                                              

  The following tables set forth certain characteristics of the Mortgage Loans
as of the Cut-off Date. The balances and percentages may not be exact due to    
rounding.                                                                       

Occupancy of Mortgaged Properties(/1/)

                                                                · Download Table

                                                    Aggregate          % of     
                                       Number of Stated Principal  Cut-off Date 
                                       Mortgage   Balance as of   Pool Principal
Occupancy                                Loans     Cut-off Date      Balance    
---------                              --------- ---------------- --------------
                                                                                
Primary Residence.....................   1,434   $486,659,969.51       97.26%   
Second Home...........................      33     11,981,086.17        2.39    
Investor Property.....................       6      1,735,566.58        0.35    
                                         -----   ---------------      ------    
  Total...............................   1,473   $500,376,622.26      100.00%   
                                         =====   ===============      ======    
--------                                                                        
(/1/Based)solely on representations of the mortgagor at the time of origination 
    of the related Mortgage Loan.                                               

                                 Property Types                                 


                                                    Aggregate          % of     
                                       Number of Stated Principal  Cut-off Date 
                                       Mortgage   Balance as of   Pool Principal
Property Type                            Loans     Cut-off Date      Balance    
-------------                          --------- ---------------- --------------
                                                                                
Single Family Residence...............   1,104   $377,135,138.55       75.37%   
PUD...................................     326    109,408,609.19       21.87    
Condominium...........................      33      9,454,028.65        1.89    
2-Family..............................       6      2,703,769.12        0.54    
Townhouse.............................       2        810,877.69        0.16    
3-Family..............................       1        538,558.18        0.11    
4-Family..............................       1        325,640.88        0.07    
                                         -----   ---------------      ------    
  Total...............................   1,473   $500,376,622.26      100.00%   
                                         =====   ===============      ======    

                             Mortgage Loan Purpose                              


                                                    Aggregate          % of     
                                       Number of Stated Principal  Cut-off Date 
                                       Mortgage   Balance as of   Pool Principal
Purpose                                  Loans     Cut-off Date      Balance    
-------                                --------- ---------------- --------------
                                                                                
Refinance--Rate/Term..................     657   $227,479,139.05       45.46%   
Purchase..............................     580    190,767,819.29       38.12    
Refinance--Cashout....................     236     82,129,663.92       16.41    
                                         -----   ---------------      ------    
  Total...............................   1,473   $500,376,622.26      100.00%   
                                         =====   ===============      ======    

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Geographical Distribution of the Mortgaged Properties(/1/)

                                                                · Download Table

                                                    Aggregate          % of     
                                       Number of Stated Principal  Cut-off Date 
                                       Mortgage   Balance as of   Pool Principal
Geographic Area                          Loans     Cut-off Date      Balance    
---------------                        --------- ---------------- --------------
                                                                                
Alabama...............................       8   $  2,691,682.51        0.54%   
Arizona...............................      35     11,714,784.41        2.34    
Arkansas..............................       4      1,345,470.22        0.27    
California............................     605    212,104,759.84       42.39    
Colorado..............................      93     31,305,850.87        6.26    
Connecticut...........................       1        371,406.03        0.07    
Delaware..............................       2        682,172.15        0.14    
District of Columbia..................       6      1,972,590.16        0.39    
Florida...............................      31     10,361,092.69        2.07    
Georgia...............................      56     17,963,583.41        3.59    
Hawaii................................       1        359,666.56        0.07    
Idaho.................................       1        334,757.54        0.07    
Illinois..............................      72     24,616,300.05        4.92    
Indiana...............................       3        795,268.61        0.16    
Iowa..................................       2        576,481.52        0.12    
Kansas................................       5      1,653,795.78        0.33    
Kentucky..............................       9      3,035,921.93        0.61    
Maryland..............................      47     16,123,295.79        3.22    
Massachusetts.........................      28      9,829,437.30        1.96    
Michigan..............................      14      4,420,550.75        0.88    
Minnesota.............................      15      4,688,277.61        0.94    
Mississippi...........................       1        359,450.44        0.07    
Missouri..............................      18      6,238,702.27        1.25    
Nebraska..............................       1        286,951.43        0.06    
Nevada................................      16      4,909,387.84        0.98    
New Hampshire.........................       1        230,630.95        0.05    
New Jersey............................      24      7,489,720.68        1.50    
New Mexico............................       2        668,285.67        0.13    
New York..............................      13      3,532,705.31        0.71    
North Carolina........................      34     10,892,119.61        2.18    
Ohio..................................      13      4,242,158.88        0.85    
Oklahoma..............................       5      1,825,329.72        0.36    
Oregon................................      15      5,000,370.95        1.00    
Pennsylvania..........................      31     10,595,430.84        2.12    
South Carolina........................      10      3,033,224.36        0.61    
Tennessee.............................      33     11,173,752.05        2.23    
Texas.................................      93     32,157,704.88        6.43    
Utah..................................      10      3,375,395.91        0.67    
Virginia..............................      67     22,430,143.40        4.48    
Washington............................      47     14,715,763.71        2.94    
Wisconsin.............................       1        272,247.63        0.05    
                                         -----   ---------------      ------    
    Total.............................   1,473   $500,376,622.26      100.00%   
                                         =====   ===============      ======    

--------                                                                        
(1) As of the Cut-off Date, no more than approximately 1.02% of the Mortgage    
   Loans are expected to be secured by mortgaged properties located in any one
five-digit postal zip code.                                             

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Current Mortgage Loan Principal Balances(/1/) 

                                                                · Download Table

                                                       Aggregate          % of     
                                          Number of Stated Principal  Cut-off Date 
                                          Mortgage   Balance as of   Pool Principal
Current Mortgage Loan Principal Balances    Loans     Cut-off Date      Balance    
----------------------------------------  --------- ---------------- --------------
                                                                                   
$0.01 to $200,000.00...................         7   $    946,007.49        0.19%   
$200,000.01 to $250,000.00.............       122     29,264,915.78        5.85    
$250,000.01 to $300,000.00.............       538    148,676,491.10       29.71    
$300,000.01 to $350,000.00.............       338    110,040,216.08       21.99    
$350,000.01 to $400,000.00.............       185     69,698,437.71       13.93    
$400,000.01 to $450,000.00.............        98     41,677,453.85        8.33    
$450,000.01 to $500,000.00.............        78     37,119,099.55        7.42    
$500,000.01 to $550,000.00.............        46     24,170,386.72        4.83    
$550,000.01 to $600,000.00.............        23     13,263,996.18        2.65    
$600,000.01 to $650,000.00.............        31     19,718,654.47        3.94    
$650,000.01 to $700,000.00.............         1        675,472.65        0.13    
$750,000.01 to $800,000.00.............         3      2,364,678.98        0.47    
$800,000.01 to $850,000.00.............         1        826,338.65        0.17    
$850,000.01 to $900,000.00.............         1        850,319.46        0.17    
$1,050,000.01 to $1,100,000.00.........         1      1,084,153.59        0.22    
                                            -----   ---------------      ------    
  Total................................     1,473   $500,376,622.26      100.00%   
                                            =====   ===============      ======    

--------                                                                        
(1) As of the Cut-off Date, the average outstanding principal balance of the    
Mortgage Loans is expected to be approximately $339,699.00.             

Original Loan-to-Value Ratios(/1/)

                                                                · Download Table

                                                    Aggregate          % of     
                                       Number of Stated Principal  Cut-off Date 
                                       Mortgage   Balance as of   Pool Principal
Original Loan-to-Value Ratios            Loans     Cut-off Date      Balance    
-----------------------------          --------- ---------------- --------------
                                                                                
5.01% to 10.00%.......................       1   $    250,799.27        0.05%   
20.01% to 25.00%......................       4      1,456,833.03        0.29    
25.01% to 30.00%......................       2      1,135,607.88        0.23    
30.01% to 35.00%......................       7      2,350,491.03        0.47    
35.01% to 40.00%......................      21      8,095,226.00        1.62    
40.01% to 45.00%......................      19      7,384,020.83        1.48    
45.01% to 50.00%......................      46     15,996,417.59        3.20    
50.01% to 55.00%......................      39     13,867,008.65        2.77    
55.01% to 60.00%......................      70     25,183,895.60        5.03    
60.01% to 65.00%......................     100     35,897,107.88        7.17    
65.01% to 70.00%......................     180     66,183,799.67       13.23    
70.01% to 75.00%......................     239     80,113,031.68       16.01    
75.01% to 80.00%......................     563    190,363,399.86       38.04    
80.01% to 85.00%......................      31      9,012,125.43        1.80    
85.01% to 90.00%......................     105     30,894,272.99        6.17    
90.01% to 95.00%......................      46     12,192,584.87        2.44    
                                         -----   ---------------      ------    
  Total...............................   1,473   $500,376,622.26      100.00%   
                                         =====   ===============      ======    

--------                                                                        
(1) As of the Cut-off Date, the weighted average Loan-to-Value Ratio at         
 origination of the Mortgage Loans is expected to be approximately 72.25%.

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Mortgage Interest Rates(/1/)

                                                                · Download Table

                                                    Aggregate          % of     
                                       Number of Stated Principal  Cut-off Date 
                                       Mortgage   Balance as of   Pool Principal
Mortgage Interest Rates                  Loans     Cut-off Date      Balance    
-----------------------                --------- ---------------- --------------
                                                                                
6.001% to 6.250%......................       2   $    530,346.29        0.11%   
6.251% to 6.500%......................      36     11,569,631.65        2.31    
6.501% to 6.750%......................     106     34,316,980.80        6.86    
6.751% to 7.000%......................     367    123,092,051.50       24.60    
7.001% to 7.250%......................     483    169,066,992.20       33.79    
7.251% to 7.500%......................     377    127,964,683.65       25.57    
7.501% to 7.750%......................      85     28,480,642.21        5.69    
7.751% to 8.000%......................      17      5,355,293.96        1.07    
                                         -----   ---------------      ------    
  Total...............................   1,473   $500,376,622.26      100.00%   
                                         =====   ===============      ======    
--------                                                                        
(1) As of the Cut-off Date, the weighted average mortgage interest rate of the  
    Mortgage Loans is expected to be approximately 7.176% per annum.            

                              Remaining Terms(/1/)                              


                                                    Aggregate          % of     
                                       Number of Stated Principal  Cut-off Date 
                                       Mortgage   Balance as of   Pool Principal
Remaining Term                           Loans     Cut-off Date      Balance    
--------------                         --------- ---------------- --------------
                                                                                
181 to 240 months.....................      14   $  4,241,466.43        0.85%   
241 to 300 months.....................      10      2,802,959.28        0.56    
301 to 360 months.....................   1,449    493,332,196.55       98.59    
                                         -----   ---------------      ------    
  Total...............................   1,473   $500,376,622.26      100.00%   
                                         =====   ===============      ======    
--------                                                                        
(1) As of the Cut-off Date, the weighted average stated remaining term of the   
    Mortgage Loans is expected to be approximately 357 months.                  

                       Credit Scoring of Mortgagors(/1/)                        


                                                    Aggregate          % of     
                                       Number of Stated Principal  Cut-off Date 
                                       Mortgage   Balance as of   Pool Principal
Credit Scores                            Loans     Cut-off Date      Balance    
-------------                          --------- ---------------- --------------
                                                                                
551 - 600.............................       7   $  2,205,050.29        0.44%   
601 - 650.............................      64     20,335,863.58        4.06    
651 - 700.............................     284     96,601,067.45       19.31    
701 - 750.............................     549    187,831,965.51       37.54    
751 - 800.............................     524    179,170,739.83       35.81    
801 - 850.............................      19      6,068,466.72        1.21    
Unknown Scores........................      26      8,163,468.88        1.63    
                                         -----   ---------------      ------    
  Total...............................   1,473   $500,376,622.26      100.00%   
                                         =====   ===============      ======    

--------                                                                        
(1) The scores shown are Bureau Credit Scores from Experian (FICO), Equifax     
(Beacon) and TransUnion (Empirica) ("Credit Scores"). Credit Scores     
 generally range from approximately 250 to approximately 900 with a higher
   score indicating an individual with a more favorable credit history than an
  individual with a lower score. Credit Scores are statistical credit scores
  designed to assess a borrower's creditworthiness and likelihood to default
on a consumer obligation over a two-year period. Credit Scores were not 
developed to predict the likelihood of default on mortgage loans and,   
 accordingly, may not be indicative of the ability of a mortgagor to repay
its Mortgage Loan.                                                      

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Underwriting Standards of NationsBanc Mortgage Corporation                      

Each Mortgage Loan originated or acquired by NationsBanc Mortgage         
Corporation has satisfied the credit, appraisal and underwriting guidelines     
established by NationsBanc Mortgage Corporation which may be varied in cases    
deemed appropriate by NationsBanc Mortgage Corporation. NationsBanc Mortgage    
Corporation's underwriting guidelines are intended to evaluate the mortgagor's  
credit standing and repayment ability and the value and adequacy of the         
mortgaged property as collateral. These underwriting guidelines are applied in  
a standard procedure which is intended to comply with applicable federal and    
state laws and regulations. With respect to NationsBanc Mortgage Corporation's  
underwriting guidelines, such underwriting standards generally include a set of 
specific criteria pursuant to which the underwriting evaluation is made.        
However, the application of such underwriting guidelines does not imply that    
each specific criteria was satisfied individually. NationsBanc Mortgage         
Corporation will have considered a Mortgage Loan to be originated in accordance 
with a given set of underwriting guidelines if, based on an overall qualitative 
evaluation, the loan is in substantial compliance with such underwriting        
guidelines. A Mortgage Loan may be considered to comply with a set of           
underwriting standards, even if one or more specific criteria included in such  
underwriting standards were not satisfied, if other factors compensated for the 
criteria that were not satisfied or the Mortgage Loan is considered to be in    
substantial compliance with the underwriting standards.                         

Initially, a prospective mortgagor is required to fill out a detailed     
industry standard application designed to provide pertinent credit information. 
As part of the description of the prospective mortgagor's financial condition,  
the applicant is required to provide current information describing assets and  
liabilities and a statement of income and expenses, as well as an authorization 
to apply for a credit report which summarizes the applicant's credit history    
with merchants and lenders and any record of bankruptcy. In most cases, an      
employment verification is obtained either from the applicant's employer        
wherein the employer reports the length of employment with that organization,   
the current salary and an indication as to whether it is expected that the      
applicant will continue such employment in the future or through analysis of    
copies of federal withholding (IRS W-2) forms, current payroll earnings         
statements and account statements of the applicant. If a prospective mortgagor  
is self-employed, the applicant is required to submit copies of signed tax      
returns. The applicant also authorizes deposit verification at all financial    
institutions where the applicant has accounts. The Seller may, as part of its   
overall evaluation of the applicant's creditworthiness, use a credit scoring    
system or mortgage scoring system to evaluate in a statistical manner the       
expected performance of a Mortgage Loan based on the pertinent credit           
information concerning the applicant provided through national credit bureaus,  
certain other information provided by the applicant and an assessment of        
specific mortgage loan characteristics, including loan-to-value ratio and type  
of loan product.                                                                

NationsBanc Mortgage Corporation has employed alternative underwriting    
guidelines (the "Limited or Reduced Documentation Guidelines") for certain      
qualifying mortgage loans underwritten by NationsBanc Mortgage Corporation      
through an underwriting program designed to streamline the loan review process. 
Certain reduced loan documentation programs may not require income, employment  
or asset verifications. Generally, in order to be eligible for a reduced loan   
documentation program, the mortgaged property must have a loan-to-value ratio   
which supports the amount of the mortgage loan and the mortgagor must have a    
good credit history. Eligibility for such program may be determined by use of a 
credit scoring model. No more than 13.00% of the Mortgage Loans originated or   
acquired by NationsBanc Mortgage Corporation have been originated under the     
Limited or Reduced Documentation Guidelines.                                    

Once all applicable employment and deposit documentation and the credit   
report are received, a determination is made as to whether the prospective      
mortgagor has sufficient monthly income available                               

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(i) to meet the mortgagor's monthly obligations on the proposed mortgage loan   
and other expenses related to the mortgaged property (such as property taxes,   
hazard insurance and maintenance and utility costs) and (ii) to meet other      
financial obligations and monthly living expenses.                              

To determine the adequacy of the mortgaged property as collateral, an     
independent appraisal is made of each mortgaged property considered for         
financing. The appraiser is required to inspect the mortgaged property and      
verify that it is in acceptable condition and that construction, if recent, has 
been completed. The appraisal is based on the appraiser's estimate of values,   
giving appropriate weight to both the market value of comparable housing, as    
well as the cost of replacing the mortgaged property.                           
Certain states where the mortgaged properties securing the Mortgage Loans 
are located are "anti- deficiency" states where, in general, lenders providing  
credit on one- to four-family properties must look solely to the property for   
repayment in the event of foreclosure. See "Certain Legal Aspects of the        
Mortgage Loans -- Anti-Deficiency Legislation, the Bankruptcy Code and Other    
Limitations on Lenders" in the Prospectus. NationsBanc Mortgage Corporation's   
underwriting guidelines in all states (including anti-deficiency states)        
require that the value of the mortgaged property being financed, as indicated   
by the independent appraisal, currently supports and is anticipated to support  
in the future the outstanding loan balance and provides sufficient value to     
mitigate the effects of adverse shifts in real estate values, although there    
can be no assurance that such value will support the outstanding loan balance   
in the future.                                                                  

Underwriting Standards of Bank of America, FSB                                  

Bank of America, FSB and certain affiliated sellers (the "Affiliated      
Sellers") have written, and are continuously updating, underwriting guides for  
the origination of one- to four-family residential first mortgage loans (as     
modified from time to time, the "Guides"). The underwriting standards as set    
forth in the Guides are continuously revised based on prevailing conditions in  
the residential mortgage market, evolving credit standards of the affiliated    
Sellers and the investment market for residential mortgage loans. Each Mortgage 
Loan originated or acquired by Bank of America, FSB has satisfied the           
underwriting standards set forth in the Guides.                                 

The underwriting standards set forth in the Guides are intended to assess 
the prospective borrower's ability and willingness to repay the debt and the    
adequacy of the property as collateral for the loan requested. Credit policies  
of the Affiliated Sellers require that loan underwriters be satisfied that the  
value of the property being financed supports the outstanding loan balance with 
sufficient value at loan origination to mitigate the effects of adverse shifts  
in real estate values. The emphasis, however, remains on the borrowers' ability 
to repay debt.                                                                  

The real estate lending processes of the Affiliated Sellers for one- to   
four-family mortgage loans follow standard procedures, designed to comply with  
applicable federal and state laws and regulations. Initially, a prospective     
borrower is required to complete a detailed application designed to provide to  
the underwriter pertinent information about the prospective borrower, the       
property to be financed and the type of loan desired. Information regarding the 
property to be financed may be provided by the prospective borrower after the   
applicable Affiliated Seller has approved, subject to review of the property to 
be financed, a loan to the prospective borrower. As part of the description of  
the prospective borrower's financial condition, the Affiliated Sellers          
generally require a description of assets and liabilities and income and        
expenses and obtain a credit report which summarizes the prospective borrower's 
credit history with merchants and lenders and any public records, such as       
bankruptcy. In most cases, employment verification is obtained providing        
current and historical income information. Such                                 

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employment verification is obtained either through the applicable affiliated    
Seller's analysis of the prospective borrower's W-2 forms for the most recent   
two years and year-to-date earnings statement or most recent two years' tax     
returns, or from the prospective borrower's employer, wherein the employer      
reports the length of employment and current salary with that organization.     
Self-employed prospective borrowers generally are required to submit their      
federal tax returns for the past two years plus year-to- date financial         
statements if the loan application is made 120 days or longer after the end of  
the most recent tax year for which a federal tax return was provided. In        
general, an employment verification is obtained, and with respect to certain    
loans, a telephonic employment confirmation is obtained by the affiliated       
Seller.                                                                         

Beginning in April 1994, the Affiliated Sellers began using an automated  
process to assist in making credit decisions on certain residential real estate 
loans. A prospective borrower's credit history is assigned a score based on     
standard criteria designed to predict the possibility of a default by the       
prospective borrower on a mortgage loan. An application from a prospective      
borrower whose score indicates a high probability of a default will receive     
scrutiny from a senior underwriter who may override a decision based on the     
credit score. An application from a prospective borrower whose score indicates  
a low probability of default is eligible for the Affiliated Sellers' rapid      
processing program (the "Rapid Processing Program"). Loans in the Rapid         
Processing Program are subject to less stringent underwriting guidelines and    
documentation standards to verify the information in the application.           
Approximately 53.67% of the Mortgage Loans originated or acquired by Bank of    
America, FSB have been originated under the Rapid Processing Program.           

With respect to most mortgage loans originated by the Affiliated Sellers, 
once the employment verification (or confirmation) and the credit report are    
received by the underwriter considering the loan application, a determination   
is made as to whether the prospective borrower has sufficient monthly income    
available to meet the borrower's monthly obligations on the proposed loan and   
other expenses related to the residence as well as to meet other financial      
obligations and monthly living expenses. Where there are two individuals co-    
signing any mortgage note, the income and payment obligations of both may be    
included in the computation.                                                    

  Prior to final loan approval a prospective borrower generally is expected to
have liquid assets sufficient to cover the down-payment, closing costs and cash 
reserves that could be used to pay future housing expenses in a depository or   
related account of the borrower. However, the Affiliated Sellers generally do   
not require prospective borrowers to have such liquid assets when they          
originate refinance loans.                                                      

An appraisal is made of each property to be financed. The appraisal is    
conducted by either a staff appraiser of the applicable Affiliated Seller, or   
in some instances, an independent fee appraiser licensed in the jurisdiction    
where such property is located. Generally, as part of the loan origination      
process, the appraiser personally visits the property and estimates its market  
value on the basis of comparable properties and other factors.                  

 The Affiliated Sellers have generally not made one- to four-family mortgage
loans having Loan-to Value Ratios above 80% unless they have obtained or caused 
the borrowers to obtain primary mortgage insurance policies.                    

The mortgaged properties may be located in states where, in general, a    
lender providing credit on a single-family property may not seek a deficiency   
judgment against the mortgagor but rather must look solely to the property for  
repayment in the event of foreclosure. See "Certain Legal Aspects of the        
Mortgage Loans -- Anti-Deficiency Legislation, the Bankruptcy Code and Other    
Limitations on Lenders" in the Prospectus.                                      

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 The underwriting standards contained in the Guides applicable to all states
(including anti-deficiency states) require that the value of the property being 
financed, as indicated by the appraisal, currently supports and is anticipated  
to support in the future the outstanding loan balance, although there can be no 
assurance that such value will support the loan balance in the future.          

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NATIONSBANC MORTGAGE CORPORATION                                                

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

NationsBanc Mortgage Corporation is a wholly-owned subsidiary of          
NationsBank, N.A., which is an indirect, wholly-owned subsidiary of BankAmerica 
Corporation. NationsBanc Mortgage Corporation is primarily engaged in the       
business of (i) originating and purchasing residential mortgage loans in its    
own name and (ii) servicing residential mortgage loans for its own account or   
for the account of others. NationsBanc Mortgage Corporation's principal         
executive offices are located at 201 North Tryon Street, 14th Floor, Charlotte, 
North Carolina 28255 and the telephone number is (704) 388-4545, and            
NationsBanc Mortgage Corporation's operations offices are located at 101 East   
Main Street, Suite 400, Louisville, Kentucky 40202 and the telephone number is  
(502) 566-5100. NationsBanc Mortgage Corporation is approved by the Government  
National Mortgage Association, FNMA and FHLMC as a seller/servicer.             

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BANK OF AMERICA, FSB                                                            

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Bank of America, FSB is a wholly-owned subsidiary of BankAmerica          
Corporation. Bank of America, FSB originates and services home loans nationwide 
through retail, wholesale, and other specialized channels.                      

 Bank of America, FSB's headquarters is located in Portland, Oregon, and its
administrative offices are located at 555 California Street, San Francisco,     
California 94104, and the telephone number is (415) 622-2220. Bank of America,  
FSB has been approved as a mortgagee and seller/servicer by the Department of   
Housing and Urban Development, the Veterans Administration, the Government      
National Mortgage Association, FNMA and FHLMC.                                  

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SERVICING OF MORTGAGE LOANS                                                     

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

All of the Mortgage Loans acquired by the Depositor from NationsBanc      
Mortgage Corporation will be serviced by NationsBanc Mortgage Corporation. All  
of the Mortgage Loans acquired by the Depositor from Bank of America, FSB will  
be serviced by Bank of America, FSB. NationsBanc Mortgage Corporation and Bank  
of America, FSB (together, in their capacity as servicers, the "Servicers")     
will service the Mortgage Loans in accordance with the terms of the Pooling     
Agreement. The Servicers may perform any of their obligations under the Pooling 
Agreement through one or more subservicers. Despite the existence of            
subservicing arrangements, each Servicer will be liable for its servicing       
duties and obligations under the Pooling Agreement as if that Servicer alone    
were servicing the Mortgage Loans. See "The Pooling and Servicing Agreement" in 
the Prospectus.                                                                 

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Foreclosure and Delinquency Experience of NationsBanc Mortgage Corporation      

Historically, a variety of factors, including the appreciation of real    
estate values, have limited NationsBanc Mortgage Corporation's foreclosure and  
delinquency experience on its portfolio of mortgage loans. Factors beyond       
NationsBanc Mortgage Corporation's control, such as national or local economic  
conditions or downturns in the real estate markets in its lending areas, may    
result in increased rates of delinquencies and foreclosure losses in the        
future.                                                                         

The information in the table below has not been adjusted to eliminate the 
effect of the significant growth in the size of the portfolio of mortgage loans 
originated by NationsBanc Mortgage Corporation during the periods shown.        
Accordingly, foreclosures and delinquencies as percentages of aggregate         
principal balance of mortgage loans serviced for each period may be higher than 
those that would be shown if a group of mortgage loans were artificially        
isolated at a point in time and the information disclosed the activity only in  
that isolated group. However, since most of the mortgage loans in the portfolio 
of jumbo mortgage loans serviced by NationsBanc Mortgage Corporation during the 
periods shown are not fully seasoned, the foreclosure and delinquency           
information for such an isolated group would also be distorted to some degree.  

  The following table summarizes the delinquency and foreclosure experience on
the dates indicated on non-conforming and FHLMC- and FNMA-conforming first deed 
of trust or mortgage loans serviced by NationsBanc Mortgage Corporation         
(excluding certain recent bulk acquisitions of servicing rights) at its         
Louisville servicing center and which were originated in a manner consistent    
with the underwriting criteria of NationsBanc Mortgage Corporation described in 
this Prospectus Supplement under "The Mortgage Pool -- Underwriting Standards   
of NationsBanc Mortgage Corporation." NationsBanc Mortgage Corporation's        
portfolio of non-conforming and FHLMC- and FNMA-conforming, first deed of trust 
and mortgage loans described below contains fixed- and adjustable-rate mortgage 
loans having a variety of original terms to maturity and payment                
characteristics. Accordingly, this portfolio may differ significantly from the  
Mortgage Loans at any time in terms of interest rates, principal balances,      
geographic distribution, loan-to-value ratios and other possibly relevant       
characteristics. It is highly likely that the delinquency and foreclosure       
experience with respect to the Mortgage Loans will differ from that reflected   
in the table below. Likewise, it is highly likely that any losses experienced   
on liquidation of defaulted Mortgage Loans will occur at different rates than   
those shown below. The actual delinquency and foreclosure experience on the     
Mortgage Loans, substantially all of which are non-conforming loans, will       
depend, among other things, upon the value of the real estate securing such     
Mortgage Loans and the ability and willingness of mortgagors to make required   
payments.                                                                       

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NationsBanc Mortgage Corporation
Delinquency and Foreclosure Experience on Mortgage Loans

                                                        · Enlarge/Download Table

                           At December 31, 1998       At December 31, 1997       At December 31, 1996    
                         -------------------------  -------------------------  ------------------------- 
                         Number/%                   Number/%                   Number/%                  
                            of       Outstanding       of       Outstanding       of       Outstanding   
                         Mortgage     Principal     Mortgage     Principal     Mortgage     Principal    
                          Loans        Amount        Loans        Amount        Loans        Amount      
                         --------  ---------------  --------  ---------------  --------  --------------- 
                                                                                                         
Total Portfolio......... 403,100   $44,023,656,001  339,638   $36,056,082,222  304,921   $32,561,189,618 
Delinquencies*                                                                                           
 One installment                                                                                         
  delinquent............   7,413   $   612,817,429    7,241   $   574,492,392    6,261   $   477,968,358 
 Percent Delinquent.....     1.8%              1.4%     2.1%              1.6%     2.1%              1.5%
 Two installments                                                                                        
  delinquent............   1,427   $   103,559,513    1,530   $   107,777,563    1,249   $    90,683,948 
 Percent Delinquent.....     0.4%              0.2%     0.5%              0.3%     0.4%              0.3%
 Three or more                                                                                           
  installments                                                                                           
  delinquent............   1,632   $   115,900,383    1,811   $   132,979,230    1,465   $   105,654,522 
 Percent Delinquent.....     0.4%              0.3%     0.5%              0.4%     0.5%              0.3%
In Foreclosure..........   1,480   $   117,709,652    1,435   $   110,815,100    1,358   $   112,445,453 
 Percent in                                                                                              
  Foreclosure...........     0.4%              0.3%     0.4%              0.3%     0.4%              0.3%
Delinquent and in                                                                                        
 Foreclosure............  11,952   $   949,988,977   12,017   $   926,064,285   10,333   $   786,752,281 
 Percent Delinquent and                                                                                  
  in Foreclosure**......     3.0%              2.2%     3.5%              2.6%     3.4%              2.4%

----------                                                                      
* A mortgage loan is deemed to have "one installment delinquent" if any       
  scheduled payment of principal or interest is delinquent past the end of the
month in which such payment was due, "two installments delinquent" if such
 delinquency persists past the end of the month following the month in which
such payment was due, and so forth.                                       
** The sums of the Percent Delinquent and Percent in Foreclosure set forth in   
this table may not equal the Percent Delinquent and in Foreclosure due to 
rounding.                                                                 

Foreclosure and Delinquency Experienceof Bank of America, FSB                   

The delinquency, foreclosure and loss experience on the portfolios of one-
to four-family first mortgage loans owned by Bank of America, FSB and its       
affiliate, Bank of America NT&SA, and serviced or subserviced by Bank of        
America, FSB are set forth in the following table. The delinquency, foreclosure 
and loss experience indicated excludes certain loans originated by private      
banking units of Bank of America, FSB's affiliates. The portfolio of mortgage   
loans serviced or subserviced by Bank of America, FSB includes both fixed and   
adjustable interest rate mortgage loans, including "buydown" mortgage loans,    
loans with stated maturities of 15 to 40 years and other types of mortgage      
loans having a variety of payment characteristics, and includes mortgage loans  
secured by mortgaged properties in geographic locations that may not be         
representative of the geographic distribution or concentration of the mortgaged 
properties securing the Mortgage Loans. There can be no assurance that the      
delinquency, foreclosure and loss experience set forth below will be similar to 
the results that may be experienced with respect to the Mortgage Loans.         

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Bank of America, FSB
Delinquency and Foreclosure Experience on Mortgage Loans

                                                        · Enlarge/Download Table

                                            At or for the year ended December 31,                     
                          ----------------------------------------------------------------------------
                                  1998                   1997                   1996                  
                          ---------------------- ---------------------- ----------------------        
                                     By Dollar              By Dollar              By Dollar          
                            By       Amount of     By       Amount of     By       Amount of          
                          No. of       Loans     No. of       Loans     No. of       Loans            
                           Loans   (In Millions)  Loans   (In Millions)  Loans   (In Millions)        
                          -------  ------------- -------  ------------- -------  -------------        
                                                                                                      
Total Portfolio.........  119,017    $28,219.8   150,688    $28,721.2   149,178    $27,832.2          
Average Portfolio                                                                                     
 Balance(1).............  122,659     26,312.0   178,809     32,381.2   160,712     27,105.7          
Period of Delinquency 31                                                                              
 to 59 days.............    2,512        346.6     3,180        415.8     2,613        366.2          
60 to 89 days...........      637         86.4       817        113.1       662         96.7          
90 days or more(2)......      458         65.1       780        107.0       613         98.3          
                          -------    ---------   -------    ---------   -------    ---------          
Total Delinquent Loans..    3,607    $   498.2     4,777    $   635.9     3,888    $   561.2          
Delinquency Ratio.......     3.03%        1.77%     3.17%        2.21%     2.61%        2.02%         
Foreclosures                                                                                          
 Pending(3).............    1,023    $   145.9     1,082    $   178.0       904    $   160.4          
Foreclosure Ratio.......     0.86%        0.52%     0.72%        0.62%     0.61%        0.58%         

----------                                                                      
(1) Average Portfolio Balance for the period indicated is based on end of month 
balances divided by the number of months in the period indicated.       
(2) Does not include Foreclosures Pending.                                      
(3) Includes mortgage loans for which foreclosure proceedings had been          
instituted and title to which had not been acquired by Bank of America, 
FSB, Bank of America NT&SA, a third party or by an insurer at the date  
indicated.                                                              

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THE POOLING AND SERVICING AGREEMENT                                             

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

The Certificates will be issued pursuant to a Pooling and Servicing       
Agreement to be dated March 25, 1999 (the "Pooling Agreement"), among the       
Depositor, the Servicers and the Trustee. The Prospectus contains important     
additional information regarding the terms and conditions of the Pooling        
Agreement and the Certificates. See "The Pooling and Servicing Agreement" in    
the Prospectus.                                                                 

  The following summaries do not purport to be complete and are subject to the
provisions of the Pooling Agreement which are incorporated by reference. The    
Depositor plans to file a final copy of the Pooling Agreement with the          
Securities and Exchange Commission pursuant to a Current Report on Form 8-K     
after the Closing Date.                                                         

Assignment of Mortgage Loans                                                    

 In connection with the transfer and assignment of the Mortgage Loans to the
Trustee, the Depositor will deliver or cause to be delivered to the Trustee, or 
a custodian for the Trustee, among other things, with respect to each Mortgage  
Loan (collectively, the "Mortgage File"):                                       

.the original Mortgage Note endorsed without recourse in blank or to the    
order of the Trustee (or its nominee) or a certificate signed by an   
officer of the appropriate Seller certifying that the related original
Mortgage Note has been lost;                                          

.the original or a certified copy of the Mortgage with evidence of          
recording indicated thereon (except for any Mortgage not returned from
the public recording office, which will be delivered to the Trustee as
soon as the same is available to the Depositor);                      

.an assignment in recordable form of the Mortgage (or a copy, if such       
assignment has been submitted for recording); and                     

.if applicable, any riders or modifications to such Mortgage Note and       
Mortgage.                                                             

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Assignments of the Mortgage Loans to the Trustee (or its nominee) will be 
recorded in the appropriate public office for real property records, except in  
states where, in the opinion of counsel acceptable to the Trustee, such         
recording is not required to protect the Trustee's interests in the Mortgage    
Loan against the claim of any subsequent transferee or any successor to or      
creditor of the Depositor or the Sellers. The Trustee will promptly review each 
Mortgage File after the Closing Date (or promptly after the Trustee's receipt   
of any document permitted to be delivered after the Closing Date) to determine  
if any of the foregoing documents is missing.                                   

Repurchases of Mortgage Loans                                                   

 If any portion of the Mortgage File is not delivered to the Trustee or if a
Mortgage Loan breaches any of the representations made by the Depositor in the  
Pooling Agreement in any material respect and the Depositor does not cure such  
omission or defect within 90 days, the Depositor will be required on the        
Distribution Date in the month following the expiration of the 90-day period    
either (i) to repurchase the related Mortgage Loan (or any property acquired in 
respect thereof) at a price (the "Purchase Price") equal to 100% of the unpaid  
principal balance of such Mortgage Loan plus accrued and unpaid interest on     
such principal balance at the related mortgage interest rate, or (ii) to        
substitute an Eligible Substitute Mortgage Loan; however, such substitution     
generally is permitted only within two years of the Closing Date. Any Mortgage  
Loan repurchased or subject to a substitution as described in this paragraph is 
referred to as a "Deleted Mortgage Loan."                                       

An "Eligible Substitute Mortgage Loan" generally will:                    

.have a principal balance, after deduction of all Monthly Payments due in   
 the month of substitution, not in excess of, and not more than 10% less
than, the Stated Principal Balance of the Deleted Mortgage Loan (the  
amount of any shortfall to be deposited by the Seller and held for    
 distribution to the certificateholders on the related Distribution Date
(a "Substitution Adjustment Amount"));                                

.have a Net Mortgage Interest Rate equal to that of the Deleted Mortgage    
Loan;                                                                 

.have a Loan-to-Value Ratio not higher than that of the Deleted Mortgage    
Loan;                                                                 

.have a remaining term to maturity not greater than (and not more than one  
year less than) that of the Deleted Mortgage Loan; and                

.comply with all of the representations and warranties in the Pooling       
Agreement as of the date of substitution.                             

  This cure, repurchase or substitution obligation constitutes the sole remedy
available to certificateholders or the Trustee for omission of, or a material   
defect in, a Mortgage Loan document.                                            

Optional Repurchases of Certain Mortgage Loans                                  

The Depositor, in its sole discretion, may repurchase from the Trust:     

.any defaulted Mortgage Loan, or any Mortgage Loan as to which default is   
reasonably forseeable; and                                            

.any Mortgage Loan as to which the originator or prior owner of such        
Mortgage Loan has breached a representation or warranty to a Seller   
regarding the characteristics of such Mortgage Loan.                  

Any such repurchase will be at the Purchase Price.                        

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Payments on Mortgage Loans; Accounts                                            

On or prior to the Closing Date, each Servicer will establish an account  
(each, a "Servicer Custodial Account"), which will be maintained as a separate  
trust account by each Servicer in trust for the benefit of certificateholders.  
Funds credited to a Servicer Custodial Account may be invested for the benefit  
and at the risk of the related Servicer in certain eligible investments, as     
described in the Pooling Agreement, that are scheduled to mature on or prior to 
the business day preceding the next Distribution Date. On or prior to the       
business day immediately preceding each Distribution Date, each Servicer will   
withdraw from the related Servicer Custodial Account the portion of the Pool    
Distribution Amount related to the Mortgage Loans serviced by such Servicer and 
will deposit such amount in an account established and maintained with the      
Trustee on behalf of certificateholders (the "Certificate Account"). Funds      
credited to the Certificate Account may be invested for the benefit and at the  
risk of the Trustee in certain eligible investments, as described in the        
Pooling Agreement.                                                              

Servicing Compensation and Payment of Expenses                                  

The Administrative Fees with respect to the Trust are payable out of the  
interest payments received on each Mortgage Loan. The "Administrative Fees"     
consist of (a) servicing compensation payable to the related Servicer in        
respect of its servicing activities (the "Servicing Fee") and (b) fees paid to  
the Trustee. The Administrative Fees will accrue on the Stated Principal        
Balance of each Mortgage Loan at a rate (the "Administrative Fee Rate") equal   
to the sum of the Servicing Fee Rate for such Mortgage Loan and the Trustee Fee 
Rate. The "Trustee Fee Rate" will be 0.0035% per annum. The "Servicing Fee      
Rate" with respect to each Mortgage Loan will be the per annum rate equal to    
(i) the related mortgage interest rate less (ii) the sum of 6.500% and the      
Trustee Fee Rate; provided, however, that the Servicing Fee Rate will not be    
less than 0.2500% per annum with respect to any Mortgage Loan. The Servicing    
Fee Rates for the Mortgage Loans are expected to range from 0.2500% to 1.4965%  
per annum and, as of the Cut-off Date, the weighted average Servicing Fee Rate  
is expected to be approximately 0.6819%.                                        

 The Servicers are obligated to pay certain ongoing expenses associated with
the Trust and incurred by the Servicers in connection with their                
responsibilities under the Pooling Agreement. Those amounts will be paid by the 
Servicers out of their Servicing Fee. The amount of each Servicer's Servicing   
Fee is subject to adjustment with respect to prepaid Mortgage Loans, as         
described below under "-- Compensating Interest." The Servicers are also        
entitled to receive all late payment fees, assumption fees and other similar    
charges and all investment income earned on amounts on deposit in the Servicer  
Custodial Accounts.                                                             

The Trustee is also entitled to receive all investment income earned on   
amounts on deposit in the Certificate Account. In addition to its compensation, 
the Trustee is entitled to be reimbursed from and indemnified by the Trust for  
certain expenses incurred by the Trustee in connection with its                 
responsibilities under the Pooling Agreement.                                   

Compensating Interest                                                           

When a Mortgage Loan is subject to a partial prepayment or is prepaid in  
full between due dates, the mortgagor is required to pay interest on the amount 
prepaid only to the date of prepayment in the case of a prepayment in full or   
to the due date in the month in which a partial prepayment is made. No interest 
will be paid by the mortgagor on the amount prepaid after those dates.          
Prepayments will be distributed to certificateholders on the Distribution Date  
in the month following the month of receipt.                                    

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 Pursuant to the Pooling Agreement, the aggregate Servicing Fee payable to a
Servicer for any month will be reduced by an amount equal to the lesser of (i)  
one-twelfth of 0.25% of the balance of the Mortgage Loans serviced by such      
Servicer and (ii) the excess of (x) 30 days' interest at the mortgage interest  
rate (less the Servicing Fee Rate) on the amount of each prepayment of a        
Mortgage Loan serviced by such Servicer over (y) the amount of interest         
actually paid by the related mortgagors on the amount of such prepayments       
during the preceding month (any such reduction, "Compensating Interest"). Any   
such shortfalls in interest as a result of prepayments in excess of the amount  
of Compensating Interest for a month will reduce the amount of interest         
available to be distributed to certificateholders from what would have been the 
case in the absence of such prepayments. See "Description of the                
Certificates -- Interest" in this Prospectus Supplement.                        

Advances                                                                        

Subject to the following limitations, the Servicers will be required to   
advance (any such advance, an "Advance") prior to each Distribution Date an     
amount equal to the aggregate of payments of principal and interest (net of the 
related Servicing Fee) which were due on the related due date on the Mortgage   
Loans serviced by that Servicer and which were delinquent on the related        
Determination Date. Advances by each Servicer will be made from its own funds   
or funds in the related Servicer Custodial Account that do not constitute a     
portion of the Pool Distribution Amount for such Distribution Date. The         
obligation to make an Advance with respect to any Mortgage Loan will continue   
until the ultimate disposition of the REO Property or mortgaged property        
relating to such Mortgage Loan. An "REO Property" is a mortgaged property that  
has been acquired by either Servicer on behalf of the Trust through foreclosure 
or grant of a deed in lieu of foreclosure. With respect to any Distribution     
Date, the "Determination Date" will be the sixteenth day of the month in which  
such Distribution Date occurs or, if such day is not a business day, the        
immediately preceding business day.                                             

Advances are intended to maintain a regular flow of scheduled interest and
principal payments on the Certificates rather than to guarantee or insure       
against losses. Each Servicer is obligated to make Advances if the Advances     
are, in its judgment, reasonably recoverable from future payments and           
collections or insurance payments or proceeds of liquidation of the related     
Mortgage Loan. If either Servicer determines on any Determination Date to make  
an Advance, such Advance will be included with the distribution to              
certificateholders on the related Distribution Date. Any failure by either      
Servicer to make a required Advance will constitute an event of default and the 
Trustee (if it succeeds to the obligations of the defaulting Servicer under the 
Pooling Agreement) or the successor servicer will be obligated to make the      
Advance, in accordance with the terms of the Pooling Agreement.                 

Optional Termination                                                            

The circumstances under which the obligations created by the Pooling      
Agreement will terminate in respect of the Certificates are described in "The   
Pooling and Servicing Agreement -- Termination; Optional Purchase of Mortgage   
Loans" in the Prospectus. In addition, the Depositor will have the option to    
purchase all remaining Mortgage Loans and other assets in the Trust when the    
scheduled balance of the Mortgage Pool as of the Distribution Date on which the 
purchase proceeds are to be distributed is less than 10% of the initial balance 
of the Mortgage Pool.                                                           

Distributions in respect of an optional termination will be paid to       
certificateholders in order of their priority of distribution as described      
below under "Description of the Certificates -- Priority of Distributions." The 
proceeds from such a distribution may not be sufficient to distribute the full  
amount to which each class is entitled if the purchase price is based in part   
on the fair market value of the REO Property and such fair market value is less 
than the scheduled balance of the related Mortgage Loan.                        

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 In no event will the trust created by the Pooling Agreement continue beyond
the later of (a) the repurchase described above, (b) the expiration of 21       
years from the death of the survivor of the person named in the Pooling         
Agreement and (c) the final distribution to certificateholders of amounts       
received in respect of the assets of the Trust. The termination of the Trust    
will be effected in a manner consistent with applicable federal income tax      
regulations and the REMIC status of the Upper-Tier REMIC and Lower-Tier REMIC.  

Special Servicing Agreements                                                    

The Pooling Agreement will permit a Servicer to enter into a special      
servicing agreement with an unaffiliated holder of a class of Class B           
Certificates or of a class of securities representing interests in one or more  
classes of Class B Certificates and any other subordinated mortgage pass-       
through certificates. Pursuant to such an agreement, such holder may instruct   
such Servicer to commence or delay foreclosure proceedings with respect to      
delinquent Mortgage Loans serviced by such Servicer. Such commencement or       
delay at such holder's direction will be taken by such Servicer only after      
such holder deposits a specified amount of cash in the related Servicer         
Custodial Account. Such cash will be available for distribution to              
certificateholders if Liquidation Proceeds are less than they otherwise may     
have been had such Servicer acted pursuant to its normal servicing procedures.  

The Trustee                                                                     

The Bank of New York will be the Trustee under the Pooling Agreement. The 
Bank of New York is a New York banking corporation. The Bank of New York's      
principal office is located at 101 Barclay Street-12 E, New York, New York      
10286 (the "Corporate Trust Office"). Certificate transfer services are         
conducted at the Corporate Trust Office. The telephone number of the Trustee    
is (212) 815-8727. The Trustee may make available each month, to any            
interested party, the monthly statement to Certificateholders via the           
Trustee's website located at "www.bnymbs.com." The Depositor, the Sellers and   
the Servicers may maintain other banking relationships in the ordinary course   
of business with the Trustee. The Trustee may appoint one or more co-trustees   
if necessary to comply with the fiduciary requirements imposed by any           
jurisdiction in which a mortgaged property is located.                          

Voting Rights                                                                   

Voting rights for certain actions specified in the Pooling Agreement will 
be allocated as follows:                                                        

.99% of all voting rights will be allocated among the holders of the Class  
A Certificates (other than the Class A-R and Class A-LR Certificates) 
 and Subordinate Certificates based on the outstanding balances of their
Certificates.                                                         
.1% of all voting rights will be allocated to the holders of the Residual   
Certificates in the aggregate.                                        

The voting rights allocated to each class will be allocated among the     
Certificates of such class based on their Percentage Interests.                 

The "Percentage Interest" of a Certificate is the percentage obtained by  
dividing the initial balance of such Certificate by the aggregate initial       
balance of such class.                                                          

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DESCRIPTION OF THE CERTIFICATES                                                 

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The Certificates will consist of (i) the twenty classes of Offered        
Certificates listed in the table beginning on page S-4 of this Prospectus       
Supplement and (ii) the Class B-4, Class B-5 and Class B-6 Certificates, which  
are not offered by this Prospectus Supplement.                                  

  The Senior Certificates in the aggregate will evidence an initial beneficial
ownership interest of approximately 96.00% in the Trust and the Subordinate     
Certificates will evidence in the aggregate the remaining 4.00% undivided       
interest in the Trust. The Class A-PO Certificates are principal-only           
Certificates and are not entitled to distributions in respect of interest.      

Denominations and Form                                                          

The Offered Certificates (other than the Class A-R and Class A-LR         
Certificates) will be issuable in book-entry form only (the "Book-Entry         
Certificates"). The Class A-R and Class A-LR Certificates will be issued in     
definitive, fully-registered form (the "Definitive Certificates"). The          
following table sets forth the original Certificate form, the minimum           
denomination and the incremental denomination of the Offered Certificates. The  
Offered Certificates are not intended to be and should not be directly or       
indirectly held or beneficially owned in amounts lower than such minimum        
denominations. A single certificate of each class may be issued in an amount    
different than described above.                                                 

Form and Denominations of Offered Certificates

                                                                · Download Table

                                       Original       Minimum    Incremental 
Class                              Certificate Form Denomination Denomination
-----                              ---------------- ------------ ------------
                                                                             
Class A-1, A-2, A-3, A-4, A-5, A-                                            
 6, A-7, A-8, A-9, A-10, A-11, A-                                            
 12, A-13 and A-14...............     Book-Entry       $1,000         $1     
Class A-PO.......................     Book-Entry      $25,000         $1     
Class A-R and A-LR...............     Definitive         $100        N/A     
Classes B-1, B-2 and B-3.........     Book-Entry      $25,000         $1     

Book-Entry Certificates                                                         

Each class of the Book-Entry Certificates initially will be represented by
one or more physical certificates registered in the name of Cede & Co., as      
nominee of The Depository Trust Company ("DTC"), which will be the "holder" or  
"certificateholder" of such Certificates, as such terms are used in this        
Prospectus Supplement. No beneficial owner acquiring an interest in a Book-     
Entry Certificate will be entitled to receive a Definitive Certificate          
representing their interest in the Book-Entry Certificate, except as set forth  
below. Unless and until Definitive Certificates are issued under the limited    
circumstances described in this Prospectus Supplement, all references to        
actions taken by certificateholders or holders shall, in the case of the Book-  
Entry Certificates, refer to actions taken by DTC upon instructions from its    
DTC Participants, and all references to distributions, notices, reports and     
statements to certificateholders or holders shall, in the case of the Book-     
Entry Certificates, refer to distributions, notices, reports and statements to  
DTC or Cede & Co., as the registered holder of the Book-Entry Certificates, as  
the case may be, for distribution to beneficial owners in accordance with DTC   
procedures.                                                                     

  DTC is a limited purpose trust company organized under the laws of the State
of New York, a member of the Federal Reserve System, a "clearing corporation"   
within the meaning of the New York Uniform Commercial Code and a "clearing      
agency" registered pursuant to Section 17A of the Securities                    

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Exchange Act of 1934, as amended. DTC was created to hold securities for its    
participating organizations ("DTC Participants") and to facilitate the          
clearance and settlement of securities transactions among DTC Participants      
through electronic book-entries, thereby eliminating the need for physical      
movement of certificates. DTC Participants include securities brokers and       
dealers, banks, trust companies and clearing corporations. Indirect access to   
the DTC system also is available to banks, brokers, dealers, trust companies    
and other institutions that clear through or maintain a custodial relationship  
with a DTC Participant, either directly or indirectly ("Indirect DTC            
Participants").                                                                 

Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of   
Book-Entry Certificates among DTC Participants on whose behalf it acts with     
respect to the Book-Entry Certificates and to receive and transmit              
distributions of principal of and interest on the Book-Entry Certificates. DTC  
Participants and Indirect DTC Participants with which beneficial owners have    
accounts with respect to the Book-Entry Certificates similarly are required to  
make book-entry transfers and receive and transmit such payments on behalf of   
their respective beneficial owners.                                             

Beneficial owners that are not DTC Participants or Indirect DTC           
Participants but desire to purchase, sell or otherwise transfer ownership of,   
or other interests in, Book-Entry Certificates may do so only through DTC       
Participants and Indirect DTC Participants. In addition, beneficial owners      
will receive all distributions of principal and interest from the Trustee       
through DTC Participants. DTC will forward such distributions to its DTC        
Participants, which will forward them to Indirect DTC Participants or           
beneficial owners. Beneficial owners will not be recognized by the Trustee,     
the Servicers or any paying agent as certificateholders, as such term is used   
in the Pooling Agreement, and beneficial owners will be permitted to exercise   
the rights of certificateholders only indirectly through DTC and its DTC        
Participants.                                                                   

Because DTC can only act on behalf of DTC Participants, who in turn act on
behalf of Indirect DTC Participants and certain banks, the ability of a         
beneficial owner to pledge Book-Entry Certificates to persons or entities that  
do not participate in the DTC system, or to otherwise act with respect to such  
Book-Entry Certificates, may be limited due to the lack of a physical           
certificate for such Book-Entry Certificates. In addition, under a book-entry   
format, beneficial owners may experience delays in their receipt of payments,   
since distributions will be made by the Trustee to Cede & Co., as nominee for   
DTC.                                                                            

DTC has advised the Depositor that it will take any action permitted to be
taken by a certificateholder under the Pooling Agreement only at the direction  
of one or more DTC Participants to whose accounts with DTC the Book-Entry       
Certificates are credited. Additionally, DTC has advised the Depositor that it  
will take such actions with respect to specified voting rights only at the      
direction of and on behalf of DTC Participants whose holdings of Book-Entry     
Certificates evidence such specified voting rights. DTC may take conflicting    
actions with respect to voting rights to the extent that DTC Participants       
whose holdings of Book-Entry Certificates evidence such voting rights           
authorize divergent action.                                                     

DTC management is aware that some computer applications, systems, and the 
like for processing data that are dependent upon calendar dates, including      
dates before, on, and after January 1, 2000, may encounter "Year 2000           
problems." DTC has informed its Participants and other members of the           
financial community (the "Industry") that it has developed and is implementing  
a program so that its systems, as the same relate to the timely payment of      
distributions (including principal and income payments) to securityholders,     
book-entry deliveries, and settlement of trades within DTC, continue to         
function appropriately. This program includes a technical assessment and a      
remediation plan, each of which is complete. Additionally, DTC's plan includes  
a testing phase, which is expected to be completed within appropriate time      
frames.                                                                         

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However, DTC's ability to perform properly its services is also dependent 
upon other parties, including but not limited to issuers and their agents, as   
well as third party vendors from whom DTC licenses software and hardware, and   
third party vendors on whom DTC relies for information or the provision of      
services, including telecommunication and electrical utility service providers, 
among others. DTC has informed the Industry that it is contacting (and will     
continue to contact) third party vendors from whom DTC acquires services to:    
(i) impress upon them the importance of such services being Year 2000           
compliant; and (ii) determine the extent of their efforts for Year 2000         
remediation (and, as appropriate, testing) of their services. In addition, DTC  
is in the process of developing such contingency plans as it deems appropriate. 

According to DTC, the foregoing information with respect to DTC has been  
provided to the Industry for informational purposes only and is not intended to 
serve as a representation, warranty, or contract modification of any kind.      

None of the Depositor, the Servicers or the Trustee will have any         
responsibility for any aspect of the records relating to or payments made on    
account of beneficial ownership interests of the Book- Entry Certificates held  
by Cede & Co., as nominee for DTC, or for maintaining, supervising or reviewing 
any records relating to such beneficial ownership interests. In the event of    
the insolvency of DTC, a DTC Participant or an Indirect DTC Participant in      
whose name Book-Entry Certificates are registered, the ability of the           
beneficial owners of such Book-Entry Certificates to obtain timely payment and, 
if the limits of applicable insurance coverage by the Securities Investor       
Protection Corporation are exceeded or if such coverage is otherwise            
unavailable, ultimate payment, of amounts distributable with respect to such    
Book-Entry Certificates may be impaired.                                        

Definitive Certificates will be issued to beneficial owners of the Book-  
Entry Certificates, or their nominees, rather than to DTC, only if (a) DTC or   
the Depositor advises the Trustee in writing that DTC is no longer willing,     
qualified or able to discharge properly its responsibilities as nominee and     
depository with respect to the Book-Entry Certificates and the Depositor or the 
Trustee is unable to locate a qualified successor; (b) the Depositor, at its    
sole option, elects to terminate a book-entry system through DTC; or (c) after  
the occurrence of an event of default under the Pooling Agreement, beneficial   
owners having voting rights aggregating not less than 51% of all voting rights  
evidenced by each class of the Book-Entry Certificates advise the Trustee       
through DTC, in writing, that the continuation of a book- entry system through  
DTC (or a successor thereto) is no longer in the best interests of beneficial   
owners.                                                                         

Upon the occurrence of any of the events described in the immediately     
preceding paragraph, the Trustee will be required to notify all beneficial      
owners of the occurrence of such event and the availability through DTC         
Participants of Definitive Certificates. Upon surrender by DTC of the global    
certificate or certificates representing the Book-Entry Certificates and        
instructions for re-registration, the Trustee will issue the Definitive         
Certificates, and thereafter the Trustee will recognize the holders of such     
Definitive Certificates as "certificateholders" under the Pooling Agreement.    

Distributions                                                                   

Distributions on the Certificates will be made by the Trustee on the 25th 
day of each month (or, if not a business day, the next business day),           
commencing in April 1999 (each, a "Distribution Date"), to the persons in whose 
names such Certificates are registered at the close of business on the last     
business day of the month preceding the month of such Distribution Date (the    
"Record Date").                                                                 

  Distributions on each Distribution Date will be made by check mailed to your
address as it appears on the applicable certificate register or, if you hold    
100% of a class of Certificates or if you hold                                  

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Certificates with an aggregate initial certificate balance of $1,000,000 or     
more and have notified the Trustee in writing in accordance with the Pooling    
Agreement, by wire transfer in immediately available funds to your account at a 
bank or other depository institution having appropriate wire transfer           
facilities. However, the final distribution in retirement of a Certificate will 
be made only upon presentment and surrender of the Certificate at the Corporate 
Trust Office of the Trustee.                                                    

Pool Distribution Amount                                                        

  The "Pool Distribution Amount" with respect to any Distribution Date will be
equal to the sum of:                                                            

  (i) all scheduled installments of interest (net of the related Servicing
Fee) and principal due on the due date in the month in which such           
Distribution Date occurs and received prior to the related Determination    
Date, together with any Advances in respect thereof or any Compensating     
Interest;                                                                   

(ii) all proceeds of any primary mortgage guaranty insurance policies 
and any other insurance policies with respect to the Mortgage Loans, to the 
extent such proceeds are not applied to the restoration of the related      
mortgaged property or released to the mortgagor in accordance with the      
related Servicer's normal servicing procedures and all other cash amounts   
received and retained in connection with the liquidation of defaulted       
Mortgage Loans, by foreclosure or otherwise (collectively, "Liquidation     
Proceeds"), during the calendar month preceding the month of such           
Distribution Date (in each case, net of unreimbursed expenses incurred in   
connection with a liquidation or foreclosure and unreimbursed Advances, if  
any);                                                                       

  (iii) all partial or full prepayments received during the calendar month
preceding the month of such Distribution Date; and                          

(iv) amounts received with respect to such Distribution Date as the   
Substitution Adjustment Amount or Purchase Price in respect of any Deleted  
Mortgage Loan or amounts received in connection with the optional           
termination of the Trust as of such Distribution Date, reduced by amounts   
in reimbursement for Advances previously made and other amounts as to which 
the Servicers are entitled to be reimbursed pursuant to the Pooling         
Agreement.                                                                  

The Pool Distribution Amount will not include any profit received by a    
Servicer on the foreclosure of a Mortgage Loan. Such amounts, if any, will be   
retained by the applicable Servicer as additional servicing compensation.       

Priority of Distributions                                                       

As more fully described herein, distributions will be made on each        
Distribution Date from the Pool Distribution Amount in the following order of   
priority (the "Pool Distribution Amount Allocation"):                           

(i) to the Trustee an amount in payment for its services for such   
Distribution Date;                                                          

   (ii) to interest on each class of Senior Certificates (other than the
Class A-PO Certificates), but until the applicable Accretion Termination    
Date, amounts that would have been distributed pursuant to this clause to   
the Class A-10 Certificates and the Class A-14 Certificates with respect to 
the Class A-14 TAC Component will be distributed instead as principal to    
certain Class A Certificates as described below under "-- Principal";       

(iii) to the classes of Senior Certificates entitled to receive 
distributions of principal, as described below under "-- Principal," to pay 
principal;                                                                  

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 (iv) to the Class A-PO Certificates, to pay any Class A-PO Deferred
Amounts, but only from amounts that would otherwise be distributable on     
such Distribution Date as principal of the Subordinate Certificates;        

(v) to each class of Subordinate Certificates, first to pay interest
and then to pay principal in the order of their numerical class             
designations, beginning with the Class B-1 Certificates; and                

(vi) to the Class A-R and Class A-LR Certificates, any remaining  
amounts in the Upper-Tier REMIC and Lower-Tier REMIC, respectively; in each 
case subject to the limitations set forth below under "-- Interest" and "-- 
Principal."                                                               

Interest                                                                        

  The pass-through rate for each class of Offered Certificates (other than the
Class A-14 Certificates) and the component rate for each component of the Class 
A-14 Certificates for each Distribution Date is as set forth in the table       
beginning on page S-4 of this Prospectus Supplement.                            

On each Distribution Date, to the extent of the Pool Distribution Amount, 
each class of Certificates (other than the Class A-PO Certificates) will be     
entitled to receive interest (as to each class, the "Interest Distribution      
Amount") with respect to the related Interest Accrual Period. The Interest      
Distribution Amount for any class of Certificates (other than the Class A-14    
and Class A-PO Certificates) will be equal to the sum of (i) interest accrued   
during the related Interest Accrual Period at the applicable pass-through rate  
on the related class balance and (ii) the sum of the amounts, if any, by which  
the amount described in clause (i) above on each prior Distribution Date        
exceeded the amount actually distributed in respect of interest on such prior   
Distribution Dates (including, prior to the Applicable Accretion Termination    
Date, any amounts accrued as interest on the Class A-10 Certificates but        
distributed instead as principal to certain Class A Certificates) and not       
subsequently distributed.                                                       

 The Interest Distribution Amount for the Class A-14 Certificates will equal
the sum of the Component Interest Distribution Amounts for the components. The  
"Component Interest Distribution Amount" for any component will be equal to the 
sum of (i) interest accrued during the related Interest Accrual Period at the   
applicable component rate on the related component balance or notional amount   
and (ii) the sum of the amounts, if any, by which the amount described in       
clause (i) above on each prior Distribution Date exceeded the amount actually   
distributed in respect of interest on such prior Distribution Dates (including, 
prior to the Applicable Accretion Termination Date, any amounts accrued as      
interest on the Class A-14 TAC Component but distributed instead as principal   
to certain Class A Certificates). The Class A-PO Certificates are principal-    
only certificates and will not bear interest.                                   

The interest entitlement described in clause (i) of the Interest          
Distribution Amount and Component Interest Distribution Amount for each class   
of Certificates and each component will be reduced by the amount of Net         
Interest Shortfalls for such Distribution Date. With respect to any             
Distribution Date, the "Net Interest Shortfall" is equal to the sum of (i) the  
shortfall in interest received with respect to any Mortgage Loan as a result of 
(a) a Relief Act Reduction or (b) a Special Hazard Loss, Fraud Loss or          
Bankruptcy Loss, after the exhaustion of the amounts of coverage provided by    
the Subordinate Certificates for those types of losses and (ii) any Non-        
Supported Interest Shortfalls. Net Interest Shortfalls on any Distribution Date 
will be allocated pro rata among all classes of interest-bearing Certificates   
(other than the Class A-14 Certificates) and all components, based on the       
amount of interest accrued on each such class of Certificates and each          
component on such Distribution Date before taking into account any reduction in 
such amounts resulting from such Net Interest Shortfalls. A "Relief Act         
Reduction" is a reduction in the amount of monthly interest payment on a        
Mortgage Loan pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940.  
See "Certain Legal Aspects of the Mortgage Loans -- Soldiers' and Sailors'      
Civil Relief Act and Similar Laws" in the Prospectus. With respect to           

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any Distribution Date, the "Non-Supported Interest Shortfall" is the amount by  
which the aggregate of Prepayment Interest Shortfalls during the calendar month 
preceding the month of such Distribution Date exceeds Compensating Interest for 
such period. A "Prepayment Interest Shortfall" is the amount by which interest  
paid by a mortgagor in connection with a prepayment of principal on a Mortgage  
Loan is less than one month's interest at the related mortgage interest rate    
(net of the related Servicing Fee Rate) on the amount of such prepayment.       

Accrued interest to be distributed on any Distribution Date will be       
calculated for each class of Certificates (other than the Class A-14 and Class  
A-PO Certificates) and each component on the basis of the related class         
balance, component balance or notional amount immediately prior to such         
Distribution Date. Interest will be calculated and payable on the basis of a    
360-day year consisting of twelve 30-day months.                                

If on a particular Distribution Date, the Pool Distribution Amount applied
in the order described above under "-- Priority of Distributions" is not        
sufficient to make a full distribution of the Interest Distribution Amount for  
each class of Certificates or, in the case of the Class A-14 Certificates, to   
make a full distribution of the Component Interest Distribution Amount for each 
component, interest will be distributed on each class of Certificates of equal  
priority pro rata based on the Interest Distribution Amount the class would     
otherwise have been entitled to receive in the absence of such shortfall. Any   
unpaid amount will be carried forward and added to the Interest Distribution    
Amount that holders of that class of Certificates will be entitled to receive   
on the next Distribution Date. In the case of the Class A-14 Certificates, any  
unpaid amount carried forward will be allocated pro rata among the Component    
Interest Distribution Amounts of the components. Such a shortfall could occur,  
for example, if Realized Losses on the Mortgage Loans were exceptionally high   
or were concentrated in a particular month. Any such unpaid amount will not     
bear interest.                                                                  

Interest will accrue on each class of Certificates (other than the Class  
A-14 and Class A-PO Certificates) and each component during each one-month      
period ending on the last day of the month preceding the month in which each    
Distribution Date occurs (each, an "Interest Accrual Period"). The initial      
Interest Accrual Period will be deemed to have commenced on March 1, 1999.      
Interest which accrues on such class of Certificates or component during an     
Interest Accrual Period will be calculated on the assumption that distributions 
in reduction of the principal balances thereof on the Distribution Date in that 
Interest Accrual Period are made on the first day of the Interest Accrual       
Period.                                                                         

The Class A-14 PAC IO A Component is an interest-only component and has no
component balance. The "Class A-14 PAC IO A Notional Amount" with respect to    
each Distribution Date will be equal to approximately 11.53846154% of the class 
balance of the Class A-11 Certificates. Accordingly, any distributions in       
respect of principal made to, or losses in respect of principal allocated in    
reduction of, the class balance of the Class A-11 Certificates will result in a 
proportional reduction in the Class A-14 PAC IO A Notional Amount. See "--      
Principal" and "-- Allocation of Losses" in this Prospectus Supplement. The   
Class A-14 PAC IO A Notional Amount with respect to the first Distribution Date 
will be approximately $5,833,731.                                               

The Class A-14 PAC IO B Component is an interest-only component and has no
component balance. The "Class A-14 PAC IO B Notional Amount" with respect to    
each Distribution Date will be equal to approximately 9.23076923% of the class  
balance of the Class A-12 Certificates. Accordingly, any distributions in       
respect of principal made to, or losses in respect of principal allocated in    
reduction of, the class balance of the Class A-12 Certificates will result in a 
proportional reduction in the Class A-14 PAC IO B Notional Amount. See "--      
Principal" and "-- Allocation of Losses" in this Prospectus Supplement. The   
Class A-14 PAC IO B Notional Amount with respect to the first Distribution Date 
will be approximately $4,512,277.                                               

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The Class A-14 TAC IO Component is an interest-only component and has no  
component balance. The "Class A-14 TAC IO Notional Amount" with respect to each 
Distribution Date will be equal to approximately 2.30769231% of the class       
balance of the Class A-13 Certificates. Accordingly, any distributions in       
respect of principal made to, or losses in respect of principal allocated in    
reduction of, the class balance of the Class A-13 Certificates will result in a 
proportional reduction in the Class A-14 TAC IO Notional Amount. See "--        
Principal" and "-- Allocation of Losses" in this Prospectus Supplement. The   
Class A-14 TAC IO Notional Amount with respect to the first Distribution Date   
will be approximately $1,762,315.                                               

The class balance of a class of Certificates (other than the Class A-14   
Certificates) and the component balance of the Class A-14 PAC Component and the 
Class A-14 TAC Component at any time will equal (a) its initial class or        
component balance less (i) all distributions of principal made to such class or 
component, (ii) losses allocated to such class or component as described under  
"-- Allocation of Losses" and (iii) other adjustments made to such class or     
component balance as described under "-- Allocation of Losses" below, plus (b)  
in the case of the Class A-14 TAC Component and the Class A-10 Certificates,    
the Class A-14 TAC Component Accrual Distribution Amount and the Class A-10     
Accrual Distribution Amount, respectively, as described under "-- Principal"    
below, previously added to the component balance of the Class A-14 TAC          
Component and the class balance of the Class A-10 Certificates, respectively.   
The class balance of the Class A-14 Certificates will equal the sum of the      
component balances of the Class A-14 PAC Component and the Class A-14 TAC       
Component.                                                                      

  After the Senior Credit Support Depletion Date, for so long as the Class A-9
Certificates are outstanding, the amount that would have reduced the class      
balance of the Class A-14 Certificates as a result of the adjustments described 
under "-- Allocation of Losses," will instead reduce the class balance of the   
Class A-9 Certificates. As a result, after the Senior Credit Support Depletion  
Date, the Class A-9 Certificates will bear the principal portion of all         
Realized Losses allocable to the Class A-14 Certificates, other than Excess     
Losses, for so long as the Class A-9 Certificates are outstanding.              

Prior to the applicable Accretion Termination Date, interest in an amount 
equal to the Component Interest Distribution Amount for the Class A-14 TAC      
Component and the Interest Distribution Amount for the Class A-10 Certificates  
will accrue on such component or class, but such amount will not be distributed 
as interest to such component or class. Prior to such time, an amount equal to  
the accrued and unpaid interest on such component or class will be added to the 
component or class balance thereof and distributed as described under "--       
Principal -- Senior Principal Distribution Amount" below. The "Accretion      
Termination Date" (a) for the Class A-14 TAC Component will be the earlier to   
occur of (i) the Distribution Date following the Distribution Date on which the 
class balance of the Class A-13 Certificates has been reduced to zero or (ii)   
the Senior Credit Support Depletion Date; and (b) for the Class A-10            
Certificates will be the earlier to occur of (i) the Distribution Date          
following the Distribution Date on which the class balance of the Class A-13    
Certificates and the component balance of the Class A-14 TAC Component have     
been reduced to zero or (ii) the Senior Credit Support Depletion Date.          

Principal                                                                       

On each Distribution Date, certificateholders will be entitled to receive 
principal distributions from the Pool Distribution Amount to the extent         
described below and in accordance with the priorities set forth under "--       
Priority of Distributions" above.                                             

All payments and other amounts received in respect of principal of the    
Mortgage Loans will be allocated between (i) the Senior Certificates (other     
than the Class A-PO Certificates) and the Subordinate                           

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Certificates and (ii) the Class A-PO Certificates, in each case based on the    
applicable Non-PO Percentage and the applicable PO Percentage, respectively,    
of such amounts.                                                                

The "Non-PO Percentage" with respect to any Mortgage Loan with a Net      
Mortgage Interest Rate less than 6.500% (each such Mortgage Loan, a "Discount   
Mortgage Loan") will be equal to the Net Mortgage Interest Rate thereof         
divided by 6.500%. The Non-PO Percentage with respect to any Mortgage Loan      
with a Net Mortgage Interest Rate greater than or equal to 6.500% (each such    
Mortgage Loan, a "Premium Mortgage Loan") will be 100%.                         

The "PO Percentage" with respect to any Discount Mortgage Loan will be    
equal to 100% minus the Non-PO Percentage for such Mortgage Loan. The PO        
Percentage with respect to any Premium Mortgage Loan will be 0%.                

The "Net Mortgage Interest Rate" of a Mortgage Loan is the excess of its  
mortgage interest rate over the applicable Administrative Fee Rate.             

The "Class A-10 Accrual Distribution Amount" with respect to any          
Distribution Date will be equal to amounts allocated but not currently          
distributable to the Class A-10 Certificates in respect of interest pursuant    
to clause (ii) of the Pool Distribution Amount Allocation.                      

The "Class A-14 TAC Component Accrual Distribution Amount" with respect to
any Distribution Date will be equal to amounts allocated but not currently      
distributable to the Class A-14 TAC Component in respect of interest pursuant   
to clause (ii) of the Pool Distribution Amount Allocation.                      

Non-PO Principal Amount                                                         

On each Distribution Date, the Non-PO Principal Amount will be distributed
(i) as principal of the Senior Certificates (other than the Class A-PO          
Certificates) in an amount up to the Senior Principal Distribution Amount and   
(ii) as principal of the Subordinate Certificates in an amount up to the        
Subordinate Principal Distribution Amount.                                      

The "Non-PO Principal Amount" for any Distribution Date will equal the sum
of the applicable Non-PO Percentage of:                                         

(a) all monthly payments of principal due on each Mortgage Loan on the
related Due Date;                                                           

(b) the principal portion of the Purchase Price of each Mortgage Loan 
that was repurchased by the Depositor pursuant to the Pooling Agreement as  
of that Distribution Date;                                                  

(c) any Substitution Adjustment Amount in connection with a Deleted   
Mortgage Loan received with respect to that Distribution Date;              

(d) any Liquidation Proceeds allocable to recoveries of principal of  
Mortgage Loans that are not yet Liquidated Mortgage Loans received during   
the calendar month preceding the month of that Distribution Date;           

  (e) with respect to each Mortgage Loan that became a Liquidated Mortgage
Loan during the calendar month preceding the month of that Distribution     
Date, the amount of the Liquidation Proceeds allocable to principal         
received with respect to that Mortgage Loan; and                            

(f) all partial and full principal prepayments by mortgagors received 
during the calendar month preceding the month of that Distribution Date.    

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Senior Principal Distribution Amount                                            

I. On each Distribution Date occurring prior to the Accretion Termination 
Date for the Class A-10 Certificates, the Class A-10 Accrual Distribution       
Amount will be allocated sequentially as follows:                               

(i) first, to the TAC Group, up to the TAC Principal Amount for such  
Distribution Date; and                                                      

(ii) second, to the Class A-10 Certificates, until their class balance
has been reduced to zero.                                                   

II. On each Distribution Date occurring prior to the Accretion Termination
Date for the Class A-14 TAC Component, the Class A-14 TAC Component Accrual     
Distribution Amount will be allocated sequentially as follows:                  

  (i) first, to the Class A-13 Certificates, until their class balance has
been reduced to zero; and                                                   

(ii) second, to the Class A-14 TAC Component, until its component     
balance has been reduced to zero.                                           

III. On each Distribution Date, an amount equal to the lesser of (a) the  
Senior Principal Distribution Amount for such Distribution Date and (b) the     
product of (1) the Pool Distribution Amount remaining after payment of funds    
due to the Trustee and distributions of interest on the Senior Certificates     
and (2) a fraction, the numerator of which is the Senior Principal              
Distribution Amount and the denominator of which is the sum of the PO           
Principal Amount and the Senior Principal Distribution Amount, will be          
distributed as principal of the following Classes of Senior Certificates in     
the following order of priority (percentages set forth are approximate):        

  (i) first, to the Class A-R and Class A-LR Certificates, pro rata, until
the class balance of each such class has been reduced to zero; and          

(ii) second, concurrently, as follows:                                

(A) approximately 53.6047888710%, sequentially, as follows:       

            (1) to the Class A-3 Certificates, up to the Class A-3 Principal
       Distribution Amount for such Distribution Date, until their class
balance has been reduced to zero;                         

           (2) concurrently, approximately 54.2241915992% to the Class A-1
    Certificates and approximately 45.7758084008% to the Class A-2
         Certificates, until the class balance of the Class A-1 Certificates
has been reduced to zero;                                 

           (3) concurrently, approximately 54.2241915992% to the Class A-4
    Certificates and approximately 45.7758084008% to the Class A-2
         Certificates, until the class balance of the Class A-4 Certificates
has been reduced to zero;                                 

           (4) concurrently, approximately 54.2241915992% to the Class A-5
    Certificates and approximately 45.7758084008% to the Class A-2
        Certificates, until the class balance of the Class A-5 Certificate
has been reduced to zero;                                 

           (5) concurrently, approximately 54.2241915992% to the Class A-6
    Certificates and approximately 45.7758084008% to the Class A-2
         Certificates, until their class balances have been reduced to zero;

           (6) concurrently, approximately 71.4285750486% to the Class A-7
    Certificates and approximately 28.5714249514% to the Class A-8
         Certificates, until their class balances have been reduced to zero;
and                                                       

          (7) to the Class A-3 Certificates, without regard to the Class
      A-3 Principal Distribution Amount, until their class balance has
been reduced to zero;                                     

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(B) approximately 46.3952111290%, concurrently, as follows:       

          (1) approximately 0.1460562564% to the Class A-9 Certificates,
until their class balance has been reduced to zero; and   

      (2) approximately 99.8539437436% sequentially, as follows:

             (a) sequentially, to the Class A-11 Certificates, the Class
       A-12 Certificates and the Class A-14 PAC Component, in that
        order, up to their respective PAC Principal Amounts for such
Distribution Date;                                  

               (b) to the TAC Group, up to the TAC Principal Amount for such
Distribution Date;                                  

               (c) to the Class A-10 Certificates, until their class balance
has been reduced to zero;                           

          (d) to the TAC Group, until the balance thereof has been
reduced to zero; and                                

             (e) sequentially, to the Class A-11 Certificates, the Class
       A-12 Certificates and the Class A-14 PAC Component, in that
    order, until their class balances and component balance,
respectively, are reduced to zero.                  

The preceding distribution priorities will not apply on any Distribution  
Date on or after the Senior Credit Support Depletion Date. On each of those     
Distribution Dates, the amount to be distributed as principal to the Senior     
Certificates (other than the Class A-PO Certificates) will be distributed,      
concurrently, as principal of the classes of Senior Certificates (other than    
the Class A-PO Certificates) pro rata in accordance with their respective       
balances immediately prior to that Distribution Date.                           

The "Senior Credit Support Depletion Date" is the date on which the       
aggregate balance of the Subordinate Certificates has been reduced to zero.     

The "Senior Principal Distribution Amount" for any Distribution Date will 
equal the sum of:                                                               

(a) the Senior Percentage of the applicable Non-PO Percentage of the  
amounts described in clauses (a) through (d) of the definition of "Non-PO   
Principal Amount" for that Distribution Date; and                           

  (b) the Senior Prepayment Percentage of the applicable Non-PO Percentage
of the amounts described in clauses (e) and (f) of the definition of "Non-  
PO Principal Amount" for that Distribution Date;                            

provided, however, that if a Debt Service Reduction that is an Excess Loss is   
sustained with respect to a Mortgage Loan that is not a Liquidated Mortgage     
Loan, the Senior Principal Distribution Amount will be reduced on the related   
Distribution Date by the Senior Percentage of the applicable Non-PO Percentage  
of the principal portion of the Debt Service Reduction.                         

 "Stated Principal Balance" means, as to any Mortgage Loan and due date, the
unpaid principal balance of such Mortgage Loan as of such due date, as          
specified in the amortization schedule at the time relating thereto (before     
any adjustment to such amortization schedule by reason of any moratorium or     
similar waiver or grace period), after giving effect to any previous partial    
principal prepayments and Liquidation Proceeds received and to the payment of   
principal due on such due date and irrespective of any delinquency in payment   
by the related mortgagor and after giving effect to any Deficient Valuation.    

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The "Pool Principal Balance" with respect to any Distribution Date equals 
the aggregate of the Stated Principal Balances of the Mortgage Loans            
outstanding on the due date in the month preceding the month of such            
Distribution Date.                                                              

The "Senior Percentage" for any Distribution Date will equal (i) the      
aggregate class balance of the Senior Certificates (other than the Class A-PO   
Certificates) immediately prior to such date, divided by (ii) the aggregate     
class balance of the Certificates (other than the Class A-PO Certificates)      
immediately prior to such date.                                                 

  The "Subordinate Percentage" for any Distribution Date will equal 100% minus
the Senior Percentage for such date.                                            

  As of the Cut-off Date, the Senior Percentage and the Subordinate Percentage
are expected to be approximately 95.9939% and 4.0061%, respectively.            

The "Senior Prepayment Percentage" for any Distribution Date occurring    
during the periods set forth below will be as follows:                          

                                                                · Download Table

Distribution Date Occurring In                        Senior Prepayment Percentage
------------------------------                        ----------------------------
                                                                                  
April 1999 through March 2004..................... 100%;                          
April 2004 through March 2005..................... the Senior Percentage, plus 70%
                                                   of the Subordinate Percentage; 
April 2005 through March 2006..................... the Senior Percentage, plus 60%
                                                   of the Subordinate Percentage; 
April 2006 through March 2007..................... the Senior Percentage, plus 40%
                                                   of the Subordinate Percentage; 
April 2007 through March 2008..................... the Senior Percentage, plus 20%
                                                   of the Subordinate Percentage; 
                                                   and                            
April 2008 and thereafter......................... the Senior Percentage;         

provided, however, that if on any Distribution Date the Senior Percentage       
exceeds the initial Senior Percentage, the Senior Prepayment Percentage for     
such Distribution Date will equal 100%.                                         

No decrease in the Senior Prepayment Percentage will occur, however, if as
of the first Distribution Date as to which any such decrease applied, (i) the   
outstanding principal balance of all Mortgage Loans (including, for this        
purpose, any Mortgage Loans in foreclosure or any REO Property) delinquent 60   
days or more (averaged over the preceding six-month period), as a percentage of 
the aggregate class balance of the Subordinate Certificates (averaged over the  
preceding six-month period), is equal to or greater than 50%, or (ii)           
cumulative Realized Losses with respect to the Mortgage Loans exceed the        
percentages of the aggregate balance of the Subordinate Certificates as of the  
Closing Date (the "Original Subordinate Principal Balance") indicated below:    

                                                                · Download Table

                                                               Percentage of    
                                                            Original Subordinate
Distribution Date Occurring In                               Principal Balance  
------------------------------                              --------------------
                                                                                
April 2004 through March 2005..............................         30%         
April 2005 through March 2006..............................         35%         
April 2006 through March 2007..............................         40%         
April 2007 through March 2008..............................         45%         
April 2008 and thereafter..................................         50%         

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 This disproportionate allocation of certain unscheduled payments in respect
of principal will have the effect of accelerating the amortization of the       
Senior Certificates (other than the Class A-PO Certificates) while, in the      
absence of Realized Losses, increasing the interest in the Pool Principal       
Balance evidenced by the Subordinate Certificates. Increasing the respective    
interest of the Subordinate Certificates relative to that of the Senior         
Certificates (other than the Class A-PO Certificates) is intended to preserve   
the availability of the subordination provided by the Subordinate Certificates. 

The "Subordinate Prepayment Percentage" as of any Distribution Date will  
equal 100% minus the Senior Prepayment Percentage for such date.                

If on any Distribution Date the allocation to any class of Senior         
Certificates (other than the Class A-PO Certificates) then entitled to          
distributions of full and partial principal prepayments and other amounts to be 
allocated in accordance with the Senior Prepayment Percentage, as described     
above, would reduce the outstanding class balance of such class below zero, the 
distribution to that class of the Senior Prepayment Percentage of those amounts 
for such Distribution Date will be limited to the percentage necessary to       
reduce the related class balance to zero.                                       

Class A-3 Principal Distribution Amount                                         

  On each Distribution Date prior to the Senior Credit Support Depletion Date,
the Pool Distribution Amount, up to the Class A-3 Principal Distribution Amount 
for such Distribution Date, will be distributed as principal to the Class A-3   
Certificates.                                                                   

  The "Class A-3 Principal Distribution Amount" for any Distribution Date will
equal the lesser of (i) the class balance of the Class A-3 Certificates and     
(ii) the product of (a) the Class A-3 Shift Percentage, (b) the Class A-3       
Percentage and (c) the Senior Principal Distribution Amount.                    

The "Class A-3 Percentage" for any Distribution Date will equal (i) the   
class balance of the Class A-3 Certificates, divided by (ii) the aggregate      
class balance of the Senior Certificates (other than the Class A-PO             
Certificates) immediately prior to such date.                                   

The "Class A-3 Shift Percentage" for any Distribution Date will be the    
percentage indicated below:                                                     

                                                                · Download Table

                                                                   Class A-3    
Distribution Date Occurring In                                  Shift Percentage
------------------------------                                  ----------------
                                                                                
April 1999 through March 2004..................................         0%      
April 2004 through March 2005..................................        30%      
April 2005 through March 2006..................................        40%      
April 2006 through March 2007..................................        60%      
April 2007 through March 2008..................................        80%      
April 2008 and thereafter......................................       100%      

PAC Principal Amounts and TAC Principal Amount                                  

 As used above, the "PAC Principal Amount" for any Distribution Date and for
any class of PAC Certificates or the Class A-14 PAC Component means the amount, 
if any, that would reduce the balance of such class or component to the balance 
shown in the tables set forth in Appendix A to this Prospectus Supplement with  
respect to such Distribution Date.                                              

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 As used above, the "TAC Principal Amount" for any Distribution Date for the
TAC Group means the amount, if any, that would reduce the balance thereof to    
the balance shown in the table set forth in Appendix A to this Prospectus       
Supplement with respect to such Distribution Date. "TAC Group" means the TAC    
Certificates and the Class A-14 TAC Component collectively. All distributions   
of principal to the TAC Group will be made sequentially to the Class A-13       
Certificates and the Class A-14 TAC Component, in that order, until their class 
balance and component balance, respectively, are reduced to zero.               

The tables in Appendix A to this Prospectus Supplement set forth for each 
Distribution Date the planned principal balances for each class of PAC          
Certificates and the Class A-14 PAC Component and the targeted principal        
balance for the TAC Group.                                                      

Principal Payment Characteristics of the PAC Certificates, the Class A-14 PAC   
Component, the TAC Certificates, the Class A-14 TAC Component and the         
Companion Certificates                                                        
  The balances of the PAC Certificates and TAC Group and the component balance
of the Class A-14 PAC Component set forth in the tables in Appendix A to this   
Prospectus Supplement were calculated using, among other things, the Modeling   
Assumptions. Based on such assumptions, the class balance of each class of PAC  
Certificates, the balance of the TAC Group and the component balance of the     
Class A-14 PAC Component would be reduced to the balances indicated in the      
tables set forth in Appendix A to this Prospectus Supplement for each           
Distribution Date if prepayments on the Mortgage Loans occur at any constant    
rate between approximately 125% PSA and approximately 500% PSA for the PAC      
Certificates and component and at a constant rate of 250% PSA for the TAC       
Group. It is highly unlikely, however, that the Mortgage Loans will prepay at a 
constant rate until maturity or that all the Mortgage Loans will prepay at the  
same rate or that they will have the characteristics assumed. Therefore, there  
can be no assurance that the class balances of the PAC Certificates, the        
balance of the TAC Group and the component balance of the Class A-14 PAC        
Component, after the payment of principal on any Distribution Date, will be     
equal to the applicable balances for such Distribution Date specified in the    
tables set forth in Appendix A to this Prospectus Supplement.                   

The weighted average lives of the classes of PAC Certificates and TAC     
Certificates and the Class A-14 Certificates with respect to the Class A-14 PAC 
Component and the Class A-14 TAC Component will vary under different prepayment 
scenarios. If principal prepayments occur at a constant rate that is slower     
than approximately 125% PSA with respect to the PAC Certificates and the Class  
A-14 PAC Component and approximately 250% PSA with respect to the TAC Group,    
amounts available to make principal payments to such class, group and component 
may be insufficient to reduce their balances to their respective planned or     
targeted balances for such Distribution Date. The weighted average lives of the 
classes of PAC and TAC Certificates and the Class A-14 Certificate with respect 
to the Class A-14 PAC Component and the Class A-14 TAC Component may therefore  
be extended. If such principal prepayments occur at a constant rate that is     
faster than approximately 500% PSA with respect to the PAC Certificates and the 
Class A-14 PAC Component and approximately 250% PSA with respect to the TAC     
Group, the weighted average lives of the classes of PAC and TAC Certificates    
and the Class A-14 Certificates with respect to the Class A-14 PAC Component    
and the Class A-14 TAC Component may be shortened.                              

Because all amounts available for principal payments on any Distribution  
Date will be distributed to holders on such Distribution Date, the ability to   
distribute the PAC Principal Amounts and TAC Principal Amount on any            
Distribution Date will not be enhanced by the averaging of high and low         
principal prepayment rates on the Mortgage Loans over several Distribution      
Dates, as might be the case if any principal payments were held for future      
applications and not distributed monthly.                                       

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The extent to which the planned and targeted balances are achieved and the
sensitivity of the PAC and TAC Certificates, the Class A-14 PAC Component and   
the Class A-14 TAC Component to principal prepayments on the Mortgage Loans     
will depend in part on the period of time during which the classes and          
components which support the PAC and TAC Certificates, the Class A-14 PAC       
Component and the Class A-14 TAC Component remain outstanding. The TAC          
Certificates, the Class A-14 TAC Component and the Companion Certificates       
support the PAC Certificates and the Class A-14 PAC Component. The Companion    
Certificates support the TAC Certificates and the Class A-14 TAC Component. On  
each Distribution Date, after each class of PAC Certificates and the Class A-14 
PAC Component has received its PAC Principal Amount for such Distribution Date, 
no further principal payments will be made to the PAC Certificates or the Class 
A-14 PAC Component until the class and component balances of the Companion      
Certificates, the TAC Certificates and the Class A-14 TAC Component have been   
reduced to zero. As between the TAC Certificates, the Class A-14 TAC Component  
and the Companion Certificates, once the TAC Group has received its TAC         
Principal Amount for such Distribution Date, no further principal payments will 
be made to the TAC Certificates or the Class A-14 TAC Component until the class 
balance of the Companion Certificates has been reduced to zero. This support is 
intended to decrease the likelihood that the PAC Certificates and the Class A-  
14 PAC Component will be reduced below their planned class or component         
balances on a given Distribution Date or that the TAC Group will be reduced     
below its targeted balance on a given Distribution Date. Once the applicable    
classes and components that provide support are no longer outstanding, the PAC  
Certificates, the Class A-14 PAC Component, the TAC Certificates or the Class   
A-14 TAC Component, if outstanding, will become more sensitive to the rate of   
prepayment on the Mortgage Loans as such classes or components will receive     
principal payments that otherwise would have been distributable to the classes  
or components which supported them.                                             

Class A-PO Principal Distribution Amount                                        

On each Distribution Date, distributions of principal of the Class A-PO   
Certificates will be made in an amount (the "Class A-PO Principal Distribution  
Amount") equal to the lesser of:                                                

(a) the PO Principal Amount for such Distribution Date; and           

(b) the product of (1) the Pool Distribution Amount remaining after   
distribution of funds due to the Trustee and interest on the Senior         
Certificates and (2) a fraction, the numerator of which is the PO Principal 
Amount and the denominator of which is the sum of the PO Principal Amount   
and the Senior Principal Distribution Amount.                               

The "PO Principal Amount" for any Distribution Date will equal the sum of 
the applicable PO Percentage of:                                                

  (a) all monthly payments of principal due on each Discount Mortgage Loan
on the related Due Date;                                                    

(b) the principal portion of the Purchase Price of each Discount      
Mortgage Loan that was repurchased by the Depositor pursuant to the Pooling 
Agreement as of such Distribution Date;                                     

(c) any Substitution Adjustment Amount in connection with a Deleted   
Mortgage Loan that was a Discount Mortgage Loan received with respect to    
such Distribution Date;                                                     

(d) any Liquidation Proceeds allocable to recoveries of principal of  
Discount Mortgage Loans that are not yet Liquidated Mortgage Loans received 
during the calendar month preceding the month of such Distribution Date;    

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  (e) with respect to each Discount Mortgage Loan that became a Liquidated
Mortgage Loan during the calendar month preceding the month of such         
Distribution Date, the amount of Liquidation Proceeds allocable to          
principal received with respect to such Discount Mortgage Loan; and         

  (f) all partial and full principal prepayments by mortgagors on Discount
Mortgage Loans received during the calendar month preceding such            
Distribution Date;                                                          

provided, however, that if a Debt Service Reduction that is an Excess Loss is   
sustained with respect to a Discount Mortgage Loan that is not a Liquidated     
Mortgage Loan, the PO Principal Amount will be reduced on the related           
Distribution Date by the applicable PO Percentage of the principal portion of   
such Debt Service Reduction.                                                    

Subordinate Principal Distribution Amount                                       

On each Distribution Date, each class of Subordinate Certificates that is 
entitled to receive a principal distribution will receive its pro rata share    
(based on the class balances of all the Subordinate Certificates that are       
entitled to receive a principal distribution) of the Subordinate Principal      
Distribution Amount, to the extent that the remaining Pool Distribution Amount  
is sufficient therefor. With respect to each class of Subordinate Certificates, 
if on any Distribution Date the Fractional Interest is less than the Fractional 
Interest for that class on the Closing Date, no classes junior to that class    
will be entitled to receive a principal distribution.                           

  Distributions of principal on the Subordinate Certificates that are entitled
to receive a principal distribution on a Distribution Date will be made         
sequentially to each class of Subordinate Certificates in the order of their    
numerical class designations, beginning with the Class B-1 Certificates, until  
each such class has received its respective pro rata share for the Distribution 
Date. However, the Class A-PO Deferred Amount will be paid to the Class A-PO    
Certificates from amounts otherwise distributable as principal to the           
Subordinate Certificates, beginning with amounts otherwise distributable as     
principal to the class of Subordinate Certificates with the highest numerical   
designation.                                                                    

The "Fractional Interest" with respect to any Distribution Date and each  
class of Subordinate Certificates will equal (i) the aggregate of the class     
balances immediately prior to such Distribution Date of all classes of          
Subordinate Certificates that have higher numerical class designations than     
such class, divided by (ii) the aggregate balance of all the Certificates       
(other than the Class A-PO Certificates) immediately prior to such Distribution 
Date.                                                                           

  The approximate Fractional Interests for the Subordinate Certificates on the
Closing Date are expected to be as follows:                                     

                                                                · Download Table
                                                                          
Class B-1........................................................... 1.85%
Class B-2........................................................... 1.10%
Class B-3........................................................... 0.75%
Class B-4........................................................... 0.40%
Class B-5........................................................... 0.20%
Class B-6........................................................... 0.00%

The "Subordinate Principal Distribution Amount" for any Distribution Date 
will equal the sum of:                                                          

(a) the Subordinate Percentage of the applicable Non-PO Percentage of 
all amounts described in clauses (a) through (d) of the definition of "Non- 
PO Principal Amount" for such Distribution Date; and                        

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(b) the Subordinate Prepayment Percentage of the applicable Non-PO    
Percentage of the amounts described in clauses (e) and (f) of the           
definition of "Non-PO Principal Amount" for such Distribution Date;         

provided, however, that if a Debt Service Reduction that is an Excess Loss is   
sustained with respect to a Mortgage Loan that is not a Liquidated Mortgage     
Loan, the Subordinate Principal Distribution Amount will be reduced on the      
related Distribution Date by the Subordinate Percentage of the applicable Non-  
PO Percentage of the principal portion of that Debt Service Reduction.          

Residual Certificates                                                           

The Residual Certificates will remain outstanding for so long as the Trust
exists, whether or not they are receiving current distributions of principal or 
interest. In addition to distributions of interest and principal as described   
above, on each Distribution Date, the holder of the Class A-LR Certificate will 
be entitled to receive any Pool Distribution Amount remaining after the payment 
of (i) interest and principal on the Senior Certificates, (ii) Class A-PO       
Deferred Amounts on the Class A-PO Certificates and (iii) interest and          
principal on the Subordinate Certificates, as described above. It is not        
anticipated that there will be any significant amounts remaining for any such   
distribution.                                                                   

Allocation of Losses                                                            

On each Distribution Date, the applicable PO Percentage of any Realized   
Loss, including any Excess Loss, on a Discount Mortgage Loan will be allocated  
to the Class A-PO Certificates until their class balance is reduced to zero.    
The amount of any such Realized Loss, other than an Excess Loss, allocated on   
or prior to the Senior Credit Support Depletion Date will be treated as a       
"Class A-PO Deferred Amount." To the extent funds are available on such         
Distribution Date or on any future Distribution Date from amounts that would    
otherwise be allocable to the Subordinate Principal Distribution Amount, Class  
A-PO Deferred Amounts will be paid on the Class A-PO Certificates prior to      
distributions of principal on the Subordinate Certificates. Any distribution of 
the Pool Distribution Amount in respect of unpaid Class A-PO Deferred Amounts   
will not further reduce the class balance of the Class A-PO Certificates. The   
Class A-PO Deferred Amounts will not bear interest. The class balance of the    
class of Subordinate Certificates then outstanding with the highest numerical   
class designation will be reduced by the amount of any payments in respect of   
Class A-PO Deferred Amounts. Any excess of the Class A-PO Deferred Amounts over 
the class balance of that class will be allocated to the next most subordinate  
class to reduce its class balance and so on, as necessary. After the Senior     
Credit Support Depletion Date, no new Class A-PO Deferred Amounts will be       
created. In addition, on each such Distribution Date, the class balance of the  
class of Subordinate Certificates then outstanding with the highest numerical   
class designation will be reduced if and to the extent that the aggregate of    
the class balances of all classes of Certificates (after taking into account    
the amount of all distributions to be made on such Distribution Date and the    
allocation of Realized Losses on such Distribution Date) exceeds the Adjusted   
Pool Amount for such Distribution Date.                                         

 On each Distribution Date, the applicable Non-PO Percentage of any Realized
Loss, other than any Excess Loss, will be allocated first to the Subordinate    
Certificates, in the reverse order of their numerical class designations        
(beginning with the class of Subordinate Certificates then outstanding with the 
highest numerical class designation), in each case until the class balance of   
the respective class of Certificates has been reduced to zero, and then to the  
Senior Certificates (other than the Class A-14 and Class A-PO Certificates),    
the Class A-14 PAC Component and the Class A-14 TAC Component pro rata based on 
the then-outstanding class balance or component balance, or, in the case of the 
Class A-14 TAC Component and the Class A-10 Certificates, their initial         
component balance or class balance, if lower.                                   

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After the Senior Credit Support Depletion Date, on each Distribution Date,
the aggregate of the class balances of all classes of Senior Certificates       
(other than the Class A-PO Certificates) then outstanding will be reduced if    
and to the extent that such aggregate balance (after taking into account the    
amount of all distributions to be made on such Distribution Date and the        
allocation of Realized Losses on such Distribution Date) exceeds the difference 
between the Adjusted Pool Amount and the Adjusted Pool Amount (PO Portion) for  
such Distribution Date. The amount of any such reduction will be allocated      
among the Senior Certificates (other than the Class A-14 and Class A-PO         
Certificates), the Class A-14 PAC Component and the Class A-14 TAC Component    
pro rata based on the then-outstanding class balance or component balance, or,  
in the case of the Class A-14 TAC Component and the Class A-10 Certificates,    
their initial component balance or class balance, if lower.                     

 Also, after the Senior Credit Support Depletion Date, the principal portion
of Realized Losses (other than Excess Losses) allocated to the Class A-14       
Certificates and any reduction allocated to the Class A-14 Certificates         
pursuant to the preceding paragraph will be borne by the Class A-9 Certificates 
(in addition to other Realized Losses allocated to the Class A-9 Certificates), 
rather than the Class A-14 Certificates, for so long as the Class A-9           
Certificates are outstanding.                                                   

In addition, after the Senior Credit Support Depletion Date, on each      
Distribution Date, the class balance of the Class A-PO Certificates will be     
reduced if and to the extent that such class balance (after taking into account 
the amount of all distributions to be made on such Distribution Date and the    
allocation of Realized Losses on such Distribution Date) exceeds the Adjusted   
Pool Amount (PO Portion) for such Distribution Date.                            

  On each Distribution Date, the applicable Non-PO Percentage of Excess Losses
will be allocated pro rata among the classes of Senior Certificates (other than 
the Class A-14 and Class A-PO Certificates), the Class A-14 PAC Component, the  
Class A-14 TAC Component and the Subordinate Certificates based upon their      
respective class balances or component balances, or, in the case of the Class   
A-14 TAC Component and the Class A-10 Certificates, their initial component     
balance or class balance, if lower.                                             

Because principal distributions are paid to certain classes of Senior     
Certificates (other than the Class A-PO Certificates) before other classes of   
Senior Certificates, holders of those Senior Certificates that are entitled to  
receive principal later bear a greater risk of being allocated Realized Losses  
on the Mortgage Loans than holders of classes that are entitled to receive      
principal earlier.                                                              

In general, a "Realized Loss" means, with respect to a Liquidated Mortgage
Loan, the amount by which the remaining unpaid principal balance of the         
Mortgage Loan exceeds the amount of Liquidation Proceeds applied to the         
principal balance of the related Mortgage Loan. "Excess Losses" are (i) Special 
Hazard Losses in excess of the Special Hazard Loss Amount, (ii) Bankruptcy      
Losses in excess of the Bankruptcy Loss Amount and (iii) Fraud Losses in excess 
of the Fraud Loss Amount. "Bankruptcy Losses" are losses that are incurred as a 
result of Debt Service Reductions and Deficient Valuations. "Special Hazard     
Losses" are Realized Losses in respect of Special Hazard Mortgage Loans. "Fraud 
Losses" are Realized Losses sustained by reason of a default arising from       
fraud, dishonesty or misrepresentations. See "Credit Support" in this           
Prospectus Supplement.                                                          

  As used in this Prospectus Supplement, a "Deficient Valuation" occurs when a
bankruptcy court establishes the value of a mortgaged property at an amount     
less than the then-outstanding principal balance of the Mortgage Loan secured   
by such mortgaged property or reduces the then-outstanding principal balance of 
a Mortgage Loan. In the case of a reduction in the value of the related         
mortgaged property, the amount of the secured debt could be reduced to such     
value, and the holder of such                                                   

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Mortgage Loan thus would become an unsecured creditor to the extent the then-   
outstanding principal balance of such Mortgage Loan exceeds the value so        
assigned to the mortgaged property by the bankruptcy court. In addition,        
certain other modifications of the terms of a Mortgage Loan can result from a   
bankruptcy proceeding, including the reduction (a "Debt Service Reduction") of  
the amount of the Monthly Payment on the related Mortgage Loan. However, none   
of these events shall be considered a Debt Service Reduction or Deficient       
Valuation so long as the related Servicer is pursuing any other remedies that   
may be available with respect to the related Mortgage Loan and (i) such         
Mortgage Loan is not in default with respect to any payment due thereunder or   
(ii) scheduled Monthly Payments are being advanced by the related Servicer      
without giving effect to any Debt Service Reduction.                            

A "Liquidated Mortgage Loan" is a defaulted Mortgage Loan as to which the 
related Servicer has determined that all recoverable Liquidation Proceeds have  
been received. A "Special Hazard Mortgage Loan" is a Liquidated Mortgage Loan   
as to which the ability to recover the full amount due thereunder was           
substantially impaired by a hazard not insured against under a standard hazard  
insurance policy of the type described in the Prospectus under "Description of  
the Certificates--Other Credit Enhancement--Special Hazard Insurance Policy."   
See "Credit Support" in this Prospectus Supplement.                             

  With respect to any Distribution Date, the "Adjusted Pool Amount" will equal
the aggregate unpaid principal balance of the Mortgage Loans as of the Cut-off  
Date minus the sum of (i) all amounts in respect of principal received in       
respect of the Mortgage Loans (including amounts received as Advances,          
principal prepayments and Liquidation Proceeds in respect of principal) and     
distributed to holders of the Certificates on such Distribution Date and all    
prior Distribution Dates and (ii) the principal portion of all Realized Losses  
(other than Debt Service Reductions) incurred on the Mortgage Loans from the    
Cut-off Date through the end of the month preceding such Distribution Date.     

With respect to any Distribution Date, the "Adjusted Pool Amount (PO      
Portion)" will equal the sum as to each Mortgage Loan outstanding at the Cut-   
off Date of the product of (A) the PO Percentage for such Mortgage Loan and (B) 
the principal balance of such Mortgage Loan as of the Cut-off Date less the sum 
of (i) all amounts in respect of principal received in respect of such Mortgage 
Loan (including amounts received as Advances, principal prepayments and         
Liquidation Proceeds in respect of principal) and distributed to holders of the 
Certificates on such Distribution Date and all prior Distribution Dates and     
(ii) the principal portion of any Realized Loss (other than a Debt Service      
Reduction) incurred on such Mortgage Loan from the Cut-off Date through the end 
of the month preceding the month in which such Distribution Date occurs.        

Restrictions on Transfer of the Class A-R and Class A-LR Certificates           

The Class A-R and Class A-LR Certificates will be subject to the following
restrictions on transfer, and the Class A-R and Class A-LR Certificates will    
contain a legend describing such restrictions.                                  

 The REMIC provisions of the Code impose certain taxes on (i) transferors of
residual interests to, or agents that acquire residual interests on behalf of,  
Disqualified Organizations (as defined in the Prospectus) and (ii) certain      
Pass-Through Entities (as defined in the Prospectus) that have Disqualified     
Organizations as beneficial owners. No tax will be imposed on a Pass-Through    
Entity (other than an "electing large partnership" (as defined in the           
Prospectus)) with respect to the Class A-R or Class A-LR Certificate to the     
extent it has received an affidavit from the owner thereof that such owner is   
not a Disqualified Organization or a nominee for a Disqualified Organization.   

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The Pooling Agreement will provide that no legal or beneficial interest in
the Class A-R or Class A-LR Certificate may be transferred to or registered in  
the name of any person unless:                                                  

.the proposed purchaser provides to the Trustee an affidavit to the effect  
that, among other items, such transferee is not a Disqualified        
Organization and is not purchasing the Class A-R or Class A-LR        
Certificate as an agent for a Disqualified Organization (i.e., as a   
broker, nominee or other middleman thereof); and                      

.the transferor states in writing to the Trustee that it has no actual      
knowledge that such affidavit is false.                               

Further, such affidavit will require the transferee to affirm that it (a) 
historically has paid its debts as they have come due and intends to do so in   
the future, (b) understands that it may incur tax liabilities with respect to   
the Class A-R or Class A-LR Certificate in excess of cash flows generated       
thereby, (c) intends to pay taxes associated with holding the Class A-R or      
Class A-LR Certificate as such taxes become due and (d) will not transfer the   
Class A-R or Class A-LR Certificate to any person or entity that does not       
provide a similar affidavit. The transferor must certify in writing to the      
Trustee that, as of the date of the transfer, it had no knowledge or reason to  
know that the affirmations made by the transferee pursuant to the preceding     
sentence were false.                                                            

In addition, neither the Class A-R nor Class A-LR Certificate may be      
purchased by or transferred to any person that is not a U.S. Person, unless:    

.such person holds its Class A-R or Class A-LR Certificate in connection    
with the conduct of a trade or business within the United States and  
furnishes the transferor and the Trustee with an effective Internal   
Revenue Service Form 4224; or                                         

.the transferee delivers to both the transferor and the Trustee an opinion  
 of a nationally-recognized tax counsel to the effect that such transfer
is in accordance with the requirements of the Code and the regulations
 promulgated thereunder and that such transfer of the Class A-R or Class
A-LR Certificates will not be disregarded for federal income tax      
purposes.                                                             

The term "U.S. Person" means a citizen or resident of the United States, a
corporation or partnership (except to the extent provided in the applicable     
Treasury regulations) created or organized in or under the laws of the United   
States, any State thereof or the District of Columbia, including an entity      
treated as a corporation or partnership for federal income tax purposes, an     
estate whose income is subject to United States federal income tax regardless   
of its source, or a trust if a court within the United States is able to        
exercise primary supervision over the administration of such trust, and one or  
more such U.S. Persons have the authority to control all substantial decisions  
of such trust (or, to the extent provided in applicable Treasury regulations,   
certain trusts in existence on August 20, 1996 which are eligible to elect to   
be treated as U.S. Persons).                                                    

 The Pooling Agreement will provide that any attempted or purported transfer
in violation of these transfer restrictions will be null and void and will vest 
no rights in any purported transferee.                                          

Any transferor or agent to whom the Trustee provides information as to any
applicable tax imposed on such transferor or agent may be required to bear the  
cost of computing or providing such information.                                

 See "Federal Income Tax Consequences -- Federal Income Tax Consequences for
REMIC Certificates -- Taxation of Residual Certificates -- Tax-Related          
Restrictions on Transfer of Residual Certificates" in the Prospectus.           

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Neither the Class A-R nor Class A-LR Certificate may be purchased by or   
transferred to any Plan or any person acting on behalf of or investing the      
assets of such Plan.                                                            

See "ERISA Considerations" in this Prospectus Supplement and in the       
Prospectus.                                                                     

Restrictions on Transfer of the Class A-9 and Class B Certificates              

Under current law the purchase and holding of the Class A-9 or Class B    
Certificates by or on behalf of a Plan may result in "prohibited transactions"  
within the meaning of ERISA, Section 4975 of the Code or Similar Law. Transfer  
of the Class A-9 or Class B Certificates will not be made unless the transferee 
delivers to the Trustee either:                                                 

(a) a representation letter, in form and substance satisfactory to the
Trustee, stating that:                                                      

 (1) it is not, and is not acting on behalf of, any such Plan or using
the assets of any such Plan to effect such purchase; or                   

(2) if it is an insurance company, that the source of funds used to 
purchase the Class A-9 or Class B Certificates is an "insurance company   
general account" (as such term is defined in Section V(e) of Prohibited   
Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 
12, 1995)), that there is no Plan with respect to which the amount of     
such general account's reserves and liabilities for the contract(s) held  
by or on behalf of such Plan and all other Plans maintained by the same   
employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-   
60) or by the same employee organization exceeds 10% of the total of all  
reserves and liabilities of such general account (as such amounts are     
determined under Section I(a) of PTE 95-60) at the date of acquisition    
and that all Plans that have an interest in such general account are      
Plans to which PTE 95-60 applies; or                                      

(b) an opinion of counsel, in form and substance satisfactory to the  
Trustee and the Servicers, to the effect that the purchase or holding of    
the Class A-9 or Class B Certificates by or on behalf of such Plan will not 
result in the assets of the Trust being deemed to be "plan assets" and      
subject to the prohibited transaction provisions of ERISA, the Code or      
Similar Law and will not subject the Depositor, the Servicers or the        
Trustee to any obligation in addition to those undertaken in the Pooling    
Agreement.                                                                  

The Class A-9 and Class B Certificates will contain a legend describing   
these restrictions on transfer. Any transferee of a Class A-9 or Class B        
Certificate that does not comply with either clause (a) or clause (b) above     
will be deemed to have made the representation described in clause (a) above.   

 The Pooling Agreement will provide that any attempted or purported transfer
in violation of these transfer restrictions will be null and void and will vest 
no rights in any purported transferee.                                          

See "ERISA Considerations" in this Prospectus Supplement and in the       
Prospectus.                                                                     

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

PREPAYMENT AND YIELD CONSIDERATIONS                                             

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

Delinquencies on the Mortgage Loans which are not advanced by or on behalf
of the Servicers (because amounts, if advanced, would be nonrecoverable), will  
adversely affect the yield on the Certificates. Because of the priority of      
distributions, shortfalls resulting from delinquencies not so                   

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advanced will be borne first by the Subordinate Certificates (in the reverse    
order of their priority of their numerical designations), and then by the       
Senior Certificates.                                                            

Net Interest Shortfalls will adversely affect the yields on the Offered   
Certificates. In addition, although all losses initially will be borne by the   
Subordinate Certificates, as described in this Prospectus Supplement under      
"Description of the Certificates -- Allocation of Losses," Excess Losses will   
be borne by all classes of Certificates in the manner set forth in that         
section. As a result, the yields on the Offered Certificates will depend on the 
rate and timing of Realized Losses, including Excess Losses. Excess Losses      
could occur at a time when one or more classes of Subordinate Certificates are  
still outstanding and otherwise available to absorb other types of Realized     
Losses.                                                                         

The effective yields to investors will be lower than the yields otherwise 
produced by the applicable rate at which interest is passed through to          
investors and the purchase price of their Certificates because monthly          
distributions will not be payable to investors until the 25th day (or, if not a 
business day, the next business day) of the month following the month in which  
interest accrues on the Mortgage Loans (without any additional distribution of  
interest or earnings thereon in respect of such delay).                         

Prepayment Considerations and Risks                                             

Because principal payments on the Mortgage Loans will be distributed to   
certificateholders currently, the rate of principal payments on the Offered     
Certificates, the aggregate amount of each interest payment on the Offered      
Certificates (other than the Class A-PO Certificates) and the yield to maturity 
of Offered Certificates purchased at a price other than par are directly        
related to the rate of payments of principal on the Mortgage Loans (or in the   
case of the Class A-PO Certificates, the Discount Mortgage Loans). The          
principal payments on the Mortgage Loans may be in the form of scheduled        
principal payments or principal prepayments (for this purpose, the term         
"principal prepayment" includes prepayments and any other recovery of principal 
in advance of its scheduled due date, including repurchases and liquidations    
due to default, casualty, condemnation and the like). Any such prepayments will 
result in distributions to you of amounts that would otherwise be distributed   
over the remaining term of the Mortgage Loans. See "Prepayment and Yield        
Considerations" in the Prospectus.                                              

The rate at which mortgage loans in general prepay may be influenced by a 
number of factors, including general economic conditions, mortgage market       
interest rates, availability of mortgage funds and homeowner mobility.          

.In general, if prevailing mortgage interest rates fall significantly below 
the mortgage interest rates on the Mortgage Loans, the Mortgage Loans 
are likely to prepay at higher rates than if prevailing mortgage      
interest rates remain at or above the mortgage interest rates on the  
Mortgage Loans.                                                       

.Conversely, if prevailing mortgage interest rates rise above the mortgage  
interest rates on the Mortgage Loans, the rate of prepayment would be 
expected to decrease.                                                 

The timing of changes in the rate of prepayments may significantly affect 
the actual yield to you, even if the average rate of principal prepayments is   
consistent with your expectations. In general, the earlier the payment of       
principal of the Mortgage Loans the greater the effect on your yield to         
maturity. As a result, the effect on your yield of principal prepayments        
occurring at a rate higher (or lower) than the rate you anticipate during the   
period immediately following the issuance of the Certificates will not be       
offset by a subsequent like reduction (or increase) in the rate of principal    
prepayments. You must make your own decisions as to the appropriate prepayment  
assumptions to be used in deciding whether to purchase Offered Certificates.    

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 The Class A-14 Certificates are comprised of five components, each of which
may be affected differently by the rate and timing of principal payments        
(including prepayments) on the Mortgage Loans, which rate may fluctuate         
significantly from time to time, which in turn may affect the yield to          
investors in the Class A-14 Certificates.                                       

  After the Senior Credit Support Depletion Date, the yield to maturity on the
Class A-9 Certificates will be more sensitive to losses due to liquidations of  
the Mortgage Loans (and the timing thereof) than that on any other class of     
Senior Certificates because the principal portion of Realized Losses (other     
than Excess Losses) allocated to the Class A-14 Certificates will be borne by   
the Class A-9 Certificates, rather than the Class A-14 Certificates, for so     
long as the Class A-9 Certificates are outstanding.                             

 Mortgagors are permitted to prepay the Mortgage Loans, in whole or in part,
at any time without penalty. The rate of payment of principal may also be       
affected by any repurchase of the Mortgage Loans permitted or required by the   
Pooling Agreement including any optional termination of the Trust Fund by the   
Depositor. See "The Pooling and Servicing Agreement -- Optional Termination" in 
this Prospectus Supplement for a description of the Depositor's option to       
repurchase the Mortgage Loans when the scheduled balance of the Mortgage Pool   
is less than 10% of the initial balance of the Mortgage Pool. The Depositor may 
be required to repurchase Mortgage Loans because of defective documentation or  
material breaches in its representations and warranties with respect to such    
Mortgage Loans. Any repurchases will shorten the weighted average lives of the  
classes of Offered Certificates.                                                

  All of the Mortgage Loans will include "due-on-sale" clauses which allow the
holder of the Mortgage Loan to demand payment in full of the remaining          
principal balance upon sale or certain transfers of the property securing such  
Mortgage Loan. The Servicers will enforce "due-on-sale" clauses to the extent   
permitted by applicable law. Each mortgage note which contains "due-on-sale"    
provisions permits the holder of the mortgage note to accelerate the maturity   
of the Mortgage Loan upon conveyance by the mortgagor of the underlying         
mortgaged property. Each Servicer will enforce any "due-on-sale" clause to the  
extent it has knowledge of the conveyance or proposed conveyance of the         
underlying mortgaged property and reasonably believes that it is entitled to do 
so under applicable law. However, the Servicers will not take any action in     
relation to the enforcement of any "due-on-sale" provisions which would impair  
or threaten to impair any recovery under any related primary mortgage insurance 
policy. See "Prepayment and Yield Considerations" in the Prospectus.            
Acceleration of Mortgage Loans as a result of enforcement of such "due-on-sale" 
provisions in connection with transfers of the related mortgaged properties or  
the occurrence of certain other events resulting in acceleration would affect   
the level of prepayments on the Mortgage Loans, thereby affecting the weighted  
average lives of the classes of the Offered Certificates.                       

As described in this Prospectus Supplement under "Description of the      
Certificates -- Principal," the Senior Prepayment Percentage of the applicable  
Non-PO Percentage of all principal prepayments (excluding for this purpose,     
liquidations due to default, casualty, condemnation and the like) initially     
will be distributed to holders of the classes of Senior Certificates (other     
than the Class A-PO Certificates) then entitled to receive principal prepayment 
distributions. This may result in all (or a disproportionate percentage) of     
those principal prepayments being distributed to holders of the Senior          
Certificates (other than the Class A-PO Certificates) and none (or less than    
their pro rata share) of such principal prepayments being distributed to        
holders of the Subordinate Certificates during the periods of time described in 
the definition of "Senior Prepayment Percentage."                               

As described herein under "Description of the Certificates -- Principal," 
unless the balances of the Class A-1, Class A-2, Class A-4, Class A-5, Class A- 
6, Class A-7 and Class A-8 Certificates have been reduced to zero, the Class A- 
3 Certificates will not be entitled to any distributions of principal for five  

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years following the Closing Date, and during the next five years the percentage 
of principal payments allocated to the Class A-3 Certificates will gradually    
increase.                                                                       

Assumptions Relating to Tables                                                  

The tables beginning on page S-61 (the "Decrement Tables") have been      
prepared on the basis of the following assumptions (the "Modeling               
Assumptions"):                                                                  

  (a) the Mortgage Pool consists of two hypothetical mortgage loans having
the following characteristics:                                              

                                                                · Download Table

     Unpaid          Mortgage     Remaining Term    Age   
Principal Balance  Interest Rate     (Months)     (Months)
-----------------  -------------  --------------  --------
                                                          
$ 46,416,958.74    6.6486184587%       358            1   
$453,959,663.52    7.2295939462%       357            1   

(b) the initial balances and pass-through rates for the Offered       
Certificates are as set forth in the table beginning on page S-4;           

(c) there are no Net Interest Shortfalls, delinquencies or Realized   
Losses with respect to the Mortgage Loans;                                  

(d) scheduled payments of principal and interest with respect to the  
Mortgage Loans are received on the applicable due date beginning on April   
1, 1999;                                                                    

(e) there are no partial prepayments and all prepayments in full are  
received, together with a 30 days' interest thereon, on the last day of     
each month beginning in March 1999;                                         

(f) the Mortgage Loans prepay at the indicated percentages of PSA;    

(g) optional termination of the Trust does not occur;                 

 (h) no Mortgage Loans are required to be repurchased from the Trust and
no Mortgage Loans are substituted for the Mortgage Loans included in the    
Trust on the Closing Date;                                                  

(i) the Certificates are issued on the Closing Date; and              

(j) cash payments on the Certificates are received on the 25th day of 
each month beginning in April 1999 in accordance with the priorities and    
amounts described in this Prospectus Supplement under "Description of the   
Certificates."                                                              

 Although the characteristics of the mortgage loans for the Decrement Tables
have been prepared on the basis of the weighted average characteristics of the  
Mortgage Loans which are expected to be in the Mortgage Pool, there is no       
assurance that the Modeling Assumptions will reflect the actual characteristics 
or performance of the Mortgage Loans or that the performance of the Offered     
Certificates will conform to the results set forth in the tables.               

Weighted Average Lives of the Offered Certificates                              

Weighted average life of a class of Offered Certificates refers to the    
average amount of time that will elapse from the date of issuance of the        
Certificate until each dollar in reduction of its balance is distributed to     
investors. The weighted average lives of classes of Offered Certificates will   
be influenced by, among other things, the rate at which principal of the        
Mortgage Loans is paid, which may be in the form of scheduled principal         
payments or principal prepayments (for this purpose, the term "prepayments"     
includes prepayments and liquidations due to default, casualty, condemnation    
and the                                                                         

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like), the timing of changes in such rate of principal payments and the         
priority sequence of distributions of principal of such Offered Certificates.   
The interaction of the foregoing factors may have different effects on each     
class of Offered Certificates and the effects on any such class may vary at     
different times during the life of such class. Accordingly, no assurance can be 
given as to the weighted average life of any such class of Offered              
Certificates. For an example of how the weighted average lives of the Offered   
Certificates are affected by the foregoing factors at various constant          
percentages of PSA, see the Decrement Tables set forth below.                   

The weighted average life of any class of Certificates will vary in       
sensitivity to the rate of prepayments on the Mortgage Loans. In particular,    
the weighted average life of the Class A-10 Certificates will be extremely      
sensitive to the rate of prepayments on the Mortgage Loans, because that class  
supports the classes of PAC Certificates, the Class A-14 PAC Component, the TAC 
Certificates and the Class A-14 TAC Component. After the PAC Principal Amounts  
of the classes of PAC Certificates and the Class A-14 PAC Component and the TAC 
Principal Amount of the TAC Group have been distributed on a Distribution Date, 
principal payments for such Distribution Date will be applied to the Class A-10 
Certificates until their class balance has been reduced to zero. Further, the   
Class A-10 Certificates will receive no distributions in reduction of principal 
on such Distribution Date from the Senior Principal Distribution Amount if the  
portion of the Senior Principal Distribution Amount available to make           
distributions of principal to such classes of PAC Certificates, the Class A-14  
PAC Component and the TAC Group in accordance with the priorities set forth     
under "Description of Certificates -- Principal --Senior Principal Distribution 
Amount" is equal to or less than the PAC Principal Amounts and the TAC          
Principal Amount on such Distribution Date.                                     

  Prepayments on mortgage loans are commonly measured relative to a prepayment
standard or model. The prepayment model used in this Prospectus Supplement is   
the Prepayment Standard Assumption ("PSA"), which represents an assumed rate of 
principal prepayment each month relative to the then-outstanding principal      
balance of a pool of mortgage loans for the life of such mortgage loans. A      
prepayment assumption of 100% PSA assumes constant prepayment rates of 0.2% per 
annum of the then-outstanding principal balance of such mortgage loans in the   
first month of the life of the mortgage loans and an additional 0.2% per annum  
in each month thereafter until the thirtieth month. Beginning in the thirtieth  
month and in each month thereafter during the life of the mortgage loans, 100%  
PSA assumes a constant prepayment rate of 6% per annum each month. As used in   
the table below, "0% PSA" assumes prepayment rates equal to 0% of PSA, i.e., no 
prepayments. Correspondingly, "275% PSA" assumes prepayment rates equal to 275% 
of PSA, and so forth. PSA does not purport to be a historical description of    
prepayment experience or a prediction of the anticipated rate of prepayment of  
any pool of mortgage loans, including the Mortgage Loans. The Depositor         
believes that no existing statistics of which it is aware provide a reliable    
basis for investors to predict the amount or the timing of receipt of           
prepayments on the Mortgage Loans.                                              

 The Decrement Tables set forth below have been prepared on the basis of the
Modeling Assumptions described above under "-- Assumptions Relating to Tables." 
There will likely be discrepancies between the characteristics of the actual    
Mortgage Loans included in the Mortgage Pool and the characteristics of the     
Mortgage Loans assumed in preparing the Decrement Tables. Any such discrepancy  
may have an effect upon the percentages of initial class balances outstanding   
set forth in the Decrement Tables (and the weighted average lives of the        
Offered Certificates). In addition, to the extent that the Mortgage Loans that  
actually are included in the Mortgage Pool have characteristics that differ     
from those assumed in preparing the following Decrement Tables, the class       
balance of a class of Offered Certificates could be reduced to zero earlier or  
later than indicated by such Decrement Tables.                                  

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 Furthermore, the information contained in the Decrement Tables with respect
to the weighted average life of any Offered Certificate is not necessarily      
indicative of the weighted average life of that class of Offered Certificates   
that might be calculated or projected under different or varying prepayment     
assumptions.                                                                    

It is not likely that (i) all of the Mortgage Loans will have the interest
rates or remaining terms to maturity assumed or (ii) the Mortgage Loans will    
prepay at the indicated percentage of PSA until maturity. In addition, the      
diverse remaining terms to maturity of the Mortgage Loans (which includes many  
recently originated Mortgage Loans) could produce slower or faster reductions   
of the class balances than indicated in the Decrement Tables at the various     
percentages of PSA specified.                                                   

  Based upon the Modeling Assumptions, the following Decrement Tables indicate
the projected weighted average life of each class of the Offered Certificates   
and set forth the percentages of the initial class balance of each class that   
would be outstanding after each of the dates shown at various constant          
percentages of the PSA.                                                         

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Percentage of Initial Class Balance Outstanding 
at the Respective Percentages of PSA Set Forth Below: 

                                                                · Download Table

                                     Class A-1                 Class A-2        
                             ------------------------- -------------------------
Distribution Date             0%   100% 275% 400% 500%  0%   100% 275% 400% 500%
-----------------            ----- ---- ---- ---- ---- ----- ---- ---- ---- ----
                                                                                
Initial Percentage..........   100  100  100  100  100   100  100  100  100  100
March 25, 2000..............    99   96   93   90   88    99   97   94   91   90
March 25, 2001..............    97   90   77   68   61    98   91   80   73   67
March 25, 2002..............    95   80   56   40   29    96   83   63   50   40
March 25, 2003..............    94   71   38   19    6    95   76   48   32   21
March 25, 2004..............    92   63   24    3    0    93   69   36   18    7
March 25, 2005..............    90   55   13    0    0    92   62   26   10    *
March 25, 2006..............    88   48    4    0    0    90   57   19    4    0
March 25, 2007..............    86   42    0    0    0    88   51   14    *    0
March 25, 2008..............    84   37    0    0    0    86   47   10    0    0
March 25, 2009..............    81   32    0    0    0    84   42    7    0    0
March 25, 2010..............    79   27    0    0    0    82   39    5    0    0
March 25, 2011..............    76   23    0    0    0    80   35    3    0    0
March 25, 2012..............    73   19    0    0    0    77   31    1    0    0
March 25, 2013..............    70   15    0    0    0    75   28    *    0    0
March 25, 2014..............    67   11    0    0    0    72   25    0    0    0
March 25, 2015..............    63    8    0    0    0    69   22    0    0    0
March 25, 2016..............    59    4    0    0    0    65   19    0    0    0
March 25, 2017..............    55    1    0    0    0    62   17    0    0    0
March 25, 2018..............    50    0    0    0    0    58   14    0    0    0
March 25, 2019..............    46    0    0    0    0    54   12    0    0    0
March 25, 2020..............    40    0    0    0    0    50    9    0    0    0
March 25, 2021..............    35    0    0    0    0    45    7    0    0    0
March 25, 2022..............    29    0    0    0    0    40    5    0    0    0
March 25, 2023..............    22    0    0    0    0    35    4    0    0    0
March 25, 2024..............    16    0    0    0    0    29    2    0    0    0
March 25, 2025..............     8    0    0    0    0    22    *    0    0    0
March 25, 2026..............     *    0    0    0    0    16    0    0    0    0
March 25, 2027..............     0    0    0    0    0     9    0    0    0    0
March 25, 2028..............     0    0    0    0    0     1    0    0    0    0
March 25, 2029..............     0    0    0    0    0     0    0    0    0    0
Weighted Average Life                                                           
 (in years)(1).............. 17.47 7.76 3.58 2.74 2.37 19.13 9.98 4.59 3.31 2.79

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
* Less than 0.05%, but greater than zero.                                   

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                                   Class A-3                  Class A-4         
                          --------------------------- --------------------------
Distribution Date          0%   100%  275%  400% 500%  0%   100%  275% 400% 500%
-----------------         ----- ----- ----- ---- ---- ----- ----- ---- ---- ----
                                                                                
Initial Percentage.......   100   100   100  100  100   100   100  100  100  100
March 25, 2000...........   100   100   100  100  100   100   100  100  100  100
March 25, 2001...........   100   100   100  100  100   100   100  100  100  100
March 25, 2002...........   100   100   100  100  100   100   100  100  100  100
March 25, 2003...........   100   100   100  100  100   100   100  100  100  100
March 25, 2004...........   100   100   100  100  100   100   100  100  100    0
March 25, 2005...........   100    98    94   91   88   100   100  100    0    0
March 25, 2006...........    99    95    87   80   74   100   100  100    0    0
March 25, 2007...........    98    90    76   66   57   100   100   55    0    0
March 25, 2008...........    96    84    65   52   38   100   100    0    0    0
March 25, 2009...........    94    78    53   39   26   100   100    0    0    0
March 25, 2010...........    92    71    43   29   18   100   100    0    0    0
March 25, 2011...........    90    65    35   21   12   100   100    0    0    0
March 25, 2012...........    87    59    28   16    8   100   100    0    0    0
March 25, 2013...........    84    54    23   12    6   100   100    0    0    0
March 25, 2014...........    81    49    19    8    4   100   100    0    0    0
March 25, 2015...........    78    44    15    6    3   100   100    0    0    0
March 25, 2016...........    74    40    12    4    2   100   100    0    0    0
March 25, 2017...........    71    36     9    3    1   100   100    0    0    0
March 25, 2018...........    67    32     7    2    1   100    62    0    0    0
March 25, 2019...........    63    28     6    2    *   100     5    0    0    0
March 25, 2020...........    58    24     4    1    *   100     0    0    0    0
March 25, 2021...........    53    21     3    1    *   100     0    0    0    0
March 25, 2022...........    48    18     3    1    *   100     0    0    0    0
March 25, 2023...........    42    15     2    *    *   100     0    0    0    0
March 25, 2024...........    36    12     1    *    *   100     0    0    0    0
March 25, 2025...........    29     9     1    *    *   100     0    0    0    0
March 25, 2026...........    22     6     1    *    *   100     0    0    0    0
March 25, 2027...........    15     4     *    *    *     0     0    0    0    0
March 25, 2028...........     7     2     *    *    *     0     0    0    0    0
March 25, 2029...........     0     0     0    0    0     0     0    0    0    0
Weighted Average Life                                                           
 (in years)(1)........... 21.36 15.85 11.41 9.87 8.89 27.36 19.26 8.10 5.54 4.54

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
* Less than 0.5%, but greater than zero.                                      

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                                  Class A-5                   Class A-6         
                          -------------------------- ---------------------------
Distribution Date          0%   100%  275% 400% 500%  0%   100%  275%  400% 500%
-----------------         ----- ----- ---- ---- ---- ----- ----- ----- ---- ----
                                                                                
Initial Percentage.......   100   100  100  100  100   100   100   100  100  100
March 25, 2000...........   100   100  100  100  100   100   100   100  100  100
March 25, 2001...........   100   100  100  100  100   100   100   100  100  100
March 25, 2002...........   100   100  100  100  100   100   100   100  100  100
March 25, 2003...........   100   100  100  100  100   100   100   100  100  100
March 25, 2004...........   100   100  100  100   37   100   100   100  100  100
March 25, 2005...........   100   100  100   70    0   100   100   100  100    4
March 25, 2006...........   100   100  100    0    0   100   100   100   73    0
March 25, 2007...........   100   100  100    0    0   100   100   100    5    0
March 25, 2008...........   100   100   75    0    0   100   100   100    0    0
March 25, 2009...........   100   100   31    0    0   100   100   100    0    0
March 25, 2010...........   100   100    0    0    0   100   100    94    0    0
March 25, 2011...........   100   100    0    0    0   100   100    56    0    0
March 25, 2012...........   100   100    0    0    0   100   100    25    0    0
March 25, 2013...........   100   100    0    0    0   100   100     *    0    0
March 25, 2014...........   100   100    0    0    0   100   100     0    0    0
March 25, 2015...........   100   100    0    0    0   100   100     0    0    0
March 25, 2016...........   100   100    0    0    0   100   100     0    0    0
March 25, 2017...........   100   100    0    0    0   100   100     0    0    0
March 25, 2018...........   100   100    0    0    0   100   100     0    0    0
March 25, 2019...........   100   100    0    0    0   100   100     0    0    0
March 25, 2020...........   100    69    0    0    0   100   100     0    0    0
March 25, 2021...........   100    36    0    0    0   100   100     0    0    0
March 25, 2022...........   100     6    0    0    0   100   100     0    0    0
March 25, 2023...........   100     0    0    0    0   100    70     0    0    0
March 25, 2024...........   100     0    0    0    0   100    35     0    0    0
March 25, 2025...........   100     0    0    0    0   100     2     0    0    0
March 25, 2026...........   100     0    0    0    0   100     0     0    0    0
March 25, 2027...........    54     0    0    0    0   100     0     0    0    0
March 25, 2028...........     0     0    0    0    0    16     0     0    0    0
March 25, 2029...........     0     0    0    0    0     0     0     0    0    0
Weighted Average Life                                                           
 (in years)(1)........... 28.08 21.63 9.63 6.25 4.98 28.82 24.63 12.31 7.38 5.68

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
* Less than 0.5%, but greater than zero.                                      

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                                  Class A-7                    Class A-8          
                         ---------------------------- ----------------------------
Distribution Date         0%   100%  275%  400%  500%  0%   100%  275%  400%  500%
-----------------        ----- ----- ----- ----- ---- ----- ----- ----- ----- ----
                                                                                  
Initial Percentage......   100   100   100   100  100   100   100   100   100  100
March 25, 2000..........   100   100   100   100  100   100   100   100   100  100
March 25, 2001..........   100   100   100   100  100   100   100   100   100  100
March 25, 2002..........   100   100   100   100  100   100   100   100   100  100
March 25, 2003..........   100   100   100   100  100   100   100   100   100  100
March 25, 2004..........   100   100   100   100  100   100   100   100   100  100
March 25, 2005..........   100   100   100   100  100   100   100   100   100  100
March 25, 2006..........   100   100   100   100   28   100   100   100   100   28
March 25, 2007..........   100   100   100   100    0   100   100   100   100    0
March 25, 2008..........   100   100   100    70    0   100   100   100    70    0
March 25, 2009..........   100   100   100    52    0   100   100   100    52    0
March 25, 2010..........   100   100   100    39    0   100   100   100    39    0
March 25, 2011..........   100   100   100    29    0   100   100   100    29    0
March 25, 2012..........   100   100   100    21    0   100   100   100    21    0
March 25, 2013..........   100   100   100    16    0   100   100   100    16    0
March 25, 2014..........   100   100    81    11    0   100   100    81    11    0
March 25, 2015..........   100   100    65     8    0   100   100    65     8    0
March 25, 2016..........   100   100    52     6    0   100   100    52     6    0
March 25, 2017..........   100   100    41     4    0   100   100    41     4    0
March 25, 2018..........   100   100    32     3    0   100   100    32     3    0
March 25, 2019..........   100   100    25     2    0   100   100    25     2    0
March 25, 2020..........   100   100    20     2    0   100   100    20     2    0
March 25, 2021..........   100   100    15     1    0   100   100    15     1    0
March 25, 2022..........   100   100    11     1    0   100   100    11     1    0
March 25, 2023..........   100   100     8     *    0   100   100     8     *    0
March 25, 2024..........   100   100     6     *    0   100   100     6     *    0
March 25, 2025..........   100   100     4     *    0   100   100     4     *    0
March 25, 2026..........   100    73     3     *    0   100    73     3     *    0
March 25, 2027..........   100    45     1     *    0   100    45     1     *    0
March 25, 2028..........   100    19     1     *    0   100    19     1     *    0
March 25, 2029..........     0     0     0     0    0     0     0     0     0    0
Weighted Average Life                                                             
 (in years)(1).......... 29.47 27.90 18.16 11.20 6.79 29.47 27.90 18.16 11.20 6.79

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
* Less than 0.5%, but greater than zero.                                      

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                                                              Class A-9         
                                                      --------------------------
Distribution Date                                      0%   100%  275% 400% 500%
-----------------                                     ----- ----- ---- ---- ----
                                                                                
Initial Percentage...................................   100   100  100  100  100
March 25, 2000.......................................    99    97   95   93   91
March 25, 2001.......................................    98    92   83   77   72
March 25, 2002.......................................    97    86   68   57   49
March 25, 2003.......................................    96    79   56   42   33
March 25, 2004.......................................    94    73   45   31   21
March 25, 2005.......................................    93    68   37   22   14
March 25, 2006.......................................    91    62   30   16    9
March 25, 2007.......................................    90    58   24   12    6
March 25, 2008.......................................    88    53   20    9    4
March 25, 2009.......................................    86    49   16    6    3
March 25, 2010.......................................    84    45   13    5    2
March 25, 2011.......................................    82    41   11    4    1
March 25, 2012.......................................    79    37    9    3    1
March 25, 2013.......................................    77    34    7    2    1
March 25, 2014.......................................    74    31    6    1    *
March 25, 2015.......................................    71    28    5    1    *
March 25, 2016.......................................    68    25    4    1    *
March 25, 2017.......................................    65    22    3    1    *
March 25, 2018.......................................    61    20    2    *    *
March 25, 2019.......................................    57    17    2    *    *
March 25, 2020.......................................    53    15    1    *    *
March 25, 2021.......................................    48    13    1    *    *
March 25, 2022.......................................    44    11    1    *    *
March 25, 2023.......................................    38     9    1    *    *
March 25, 2024.......................................    33     7    *    *    *
March 25, 2025.......................................    27     6    *    *    *
March 25, 2026.......................................    20     4    *    *    *
March 25, 2027.......................................    13     2    *    *    *
March 25, 2028.......................................     6     1    *    *    *
March 25, 2029.......................................     0     0    0    0    0
Weighted Average Life                                                           
 (in years)(1)....................................... 19.84 11.41 5.93 4.36 3.61

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
* Less than 0.5%, but greater than zero.                                      

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                                                  Class A-10                    
                               -------------------------------------------------
Distribution Date               0%   100%  125%  250%  275%  295% 400% 500% 800%
-----------------              ----- ----- ----- ----- ----- ---- ---- ---- ----
                                                                                
Initial Percentage............   100   100   100   100   100  100  100  100  100
March 25, 2000................   107   107   107   107    99   93   60   29    0
March 25, 2001................   114   114   114   114    88   67    0    0    0
March 25, 2002................   121   121   121   121    75   38    0    0    0
March 25, 2003................   130   130   130   130    69   22    0    0    0
March 25, 2004................   138   138   138   138    70   18    0    0    0
March 25, 2005................   148   148   148   148    75   19    0    0    0
March 25, 2006................   157   157   157   157    80   20    0    0    0
March 25, 2007................   168   168   168   168    85   22    0    0    0
March 25, 2008................   179   179   179   179    91   23    0    0    0
March 25, 2009................   191   191   191   191    97   25    0    0    0
March 25, 2010................   204   204   204   204   103   26    0    0    0
March 25, 2011................   218   218   218   218   110   28    0    0    0
March 25, 2012................   232   232   232   215   118   30    0    0    0
March 25, 2013................   248   248   248   177   125   32    0    0    0
March 25, 2014................   264   264   264   145   112   34    0    0    0
March 25, 2015................   282   282   282   118    90   37    0    0    0
March 25, 2016................   301   301   301    96    72   39    0    0    0
March 25, 2017................   321   321   321    78    57   42    0    0    0
March 25, 2018................   343   343   293    62    45   34    0    0    0
March 25, 2019................   366   346   254    50    35   26    0    0    0
March 25, 2020................   390   301   218    39    27   20    0    0    0
March 25, 2021................   416   259   184    30    21   15    0    0    0
March 25, 2022................   444   219   153    23    16   11    0    0    0
March 25, 2023................   474   182   125    17    11    8    0    0    0
March 25, 2024................   506   146    99    13     8    6    0    0    0
March 25, 2025................   531   112    75     9     6    4    0    0    0
March 25, 2026................   403    80    52     6     4    2    0    0    0
March 25, 2027................   266    50    32     3     2    1    0    0    0
March 25, 2028................   119    21    13     1     1    *    0    0    0
March 25, 2029................     0     0     0     0     0    0    0    0    0
Weighted Average Life                                                           
 (in years)(1)................ 27.98 24.34 23.15 17.31 15.23 8.85 1.11 0.82 0.51

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
* Less than 0.5%, but greater than zero.                                      

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                                                          Class A-11            
                                              ----------------------------------
Distribution Date                              0%  100% 125% 275% 400% 500% 800%
-----------------                             ---- ---- ---- ---- ---- ---- ----
                                                                                
Initial Percentage...........................  100  100  100  100  100  100  100
March 25, 2000...............................  100   99   98   98   98   98   98
March 25, 2001...............................   95   77   72   72   72   72   72
March 25, 2002...............................   90   48   37   37   37   37   18
March 25, 2003...............................   84   19    4    4    4    4    0
March 25, 2004...............................   78    0    0    0    0    0    0
March 25, 2005...............................   72    0    0    0    0    0    0
March 25, 2006...............................   65    0    0    0    0    0    0
March 25, 2007...............................   58    0    0    0    0    0    0
March 25, 2008...............................   50    0    0    0    0    0    0
March 25, 2009...............................   42    0    0    0    0    0    0
March 25, 2010...............................   33    0    0    0    0    0    0
March 25, 2011...............................   23    0    0    0    0    0    0
March 25, 2012...............................   13    0    0    0    0    0    0
March 25, 2013...............................    2    0    0    0    0    0    0
March 25, 2014...............................    0    0    0    0    0    0    0
March 25, 2015...............................    0    0    0    0    0    0    0
March 25, 2016...............................    0    0    0    0    0    0    0
March 25, 2017...............................    0    0    0    0    0    0    0
March 25, 2018...............................    0    0    0    0    0    0    0
March 25, 2019...............................    0    0    0    0    0    0    0
March 25, 2020...............................    0    0    0    0    0    0    0
March 25, 2021...............................    0    0    0    0    0    0    0
March 25, 2022...............................    0    0    0    0    0    0    0
March 25, 2023...............................    0    0    0    0    0    0    0
March 25, 2024...............................    0    0    0    0    0    0    0
March 25, 2025...............................    0    0    0    0    0    0    0
March 25, 2026...............................    0    0    0    0    0    0    0
March 25, 2027...............................    0    0    0    0    0    0    0
March 25, 2028...............................    0    0    0    0    0    0    0
March 25, 2029...............................    0    0    0    0    0    0    0
Weighted Average Life                                                           
 (in years)(1)............................... 8.61 2.95 2.66 2.66 2.66 2.66 2.44

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  

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                                                         Class A-12             
                                             -----------------------------------
Distribution Date                             0%   100% 125% 275% 400% 500% 800%
-----------------                            ----- ---- ---- ---- ---- ---- ----
                                                                                
Initial Percentage..........................   100  100  100  100  100  100  100
March 25, 2000..............................   100  100  100  100  100  100  100
March 25, 2001..............................   100  100  100  100  100  100  100
March 25, 2002..............................   100  100  100  100  100  100  100
March 25, 2003..............................   100  100  100  100  100  100   47
March 25, 2004..............................   100   92   73   73   73   73   11
March 25, 2005..............................   100   67   44   44   44   44    0
March 25, 2006..............................   100   43   22   22   22   22    0
March 25, 2007..............................   100   21    8    8    8    8    0
March 25, 2008..............................   100    *    0    0    0    0    0
March 25, 2009..............................   100    0    0    0    0    0    0
March 25, 2010..............................   100    0    0    0    0    0    0
March 25, 2011..............................   100    0    0    0    0    0    0
March 25, 2012..............................   100    0    0    0    0    0    0
March 25, 2013..............................   100    0    0    0    0    0    0
March 25, 2014..............................    89    0    0    0    0    0    0
March 25, 2015..............................    76    0    0    0    0    0    0
March 25, 2016..............................    62    0    0    0    0    0    0
March 25, 2017..............................    47    0    0    0    0    0    0
March 25, 2018..............................    30    0    0    0    0    0    0
March 25, 2019..............................    12    0    0    0    0    0    0
March 25, 2020..............................     0    0    0    0    0    0    0
March 25, 2021..............................     0    0    0    0    0    0    0
March 25, 2022..............................     0    0    0    0    0    0    0
March 25, 2023..............................     0    0    0    0    0    0    0
March 25, 2024..............................     0    0    0    0    0    0    0
March 25, 2025..............................     0    0    0    0    0    0    0
March 25, 2026..............................     0    0    0    0    0    0    0
March 25, 2027..............................     0    0    0    0    0    0    0
March 25, 2028..............................     0    0    0    0    0    0    0
March 25, 2029..............................     0    0    0    0    0    0    0
Weighted Average Life                                                           
 (in years)(1).............................. 17.70 6.80 6.00 6.00 6.00 6.00 4.11

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
*  Less than 0.5%, but greater than zero.                                       

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Percentage of Initial Class Balance Outstanding 
at the Respective Percentages of PSA Set Forth Below: 

                                                                · Download Table

                                                            Class A-13          
                                                   -----------------------------
Distribution Date                                   0%  100% 250% 275% 400% 500%
-----------------                                  ---- ---- ---- ---- ---- ----
                                                                                
Initial Percentage................................  100  100  100  100  100  100
March 25, 2000....................................   94   90   83   83   83   83
March 25, 2001....................................   90   86   66   66   60   45
March 25, 2002....................................   86   82   45   45   23    0
March 25, 2003....................................   81   77   27   27    0    0
March 25, 2004....................................   77   73   13   13    0    0
March 25, 2005....................................   72   68    3    3    0    0
March 25, 2006....................................   66   62    0    0    0    0
March 25, 2007....................................   60   57    0    0    0    0
March 25, 2008....................................   54   50    0    0    0    0
March 25, 2009....................................   48   36    0    0    0    0
March 25, 2010....................................   41   19    0    0    0    0
March 25, 2011....................................   33    1    0    0    0    0
March 25, 2012....................................   26    0    0    0    0    0
March 25, 2013....................................   17    0    0    0    0    0
March 25, 2014....................................    8    0    0    0    0    0
March 25, 2015....................................    0    0    0    0    0    0
March 25, 2016....................................    0    0    0    0    0    0
March 25, 2017....................................    0    0    0    0    0    0
March 25, 2018....................................    0    0    0    0    0    0
March 25, 2019....................................    0    0    0    0    0    0
March 25, 2020....................................    0    0    0    0    0    0
March 25, 2021....................................    0    0    0    0    0    0
March 25, 2022....................................    0    0    0    0    0    0
March 25, 2023....................................    0    0    0    0    0    0
March 25, 2024....................................    0    0    0    0    0    0
March 25, 2025....................................    0    0    0    0    0    0
March 25, 2026....................................    0    0    0    0    0    0
March 25, 2027....................................    0    0    0    0    0    0
March 25, 2028....................................    0    0    0    0    0    0
March 25, 2029....................................    0    0    0    0    0    0
Weighted Average Life                                                           
 (in years)(1).................................... 9.07 7.56 2.91 2.91 2.21 1.85

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  

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Percentage of Initial Class Balance Outstanding 
at the Respective Percentages of PSA Set Forth Below: 

                                                                · Download Table

                                                     Class A-14                 
                                     -------------------------------------------
Distribution Date                     0%   100%  125%  250% 275%  400% 500% 800%
-----------------                    ----- ----- ----- ---- ----- ---- ---- ----
                                                                                
Initial Percentage..................   100   100   100  100   100  100  100  100
March 25, 2000......................   106   106   106  106   106  106  106  106
March 25, 2001......................   112   112   112  112   112  112  112  112
March 25, 2002......................   118   118   118  118   118  118  117   14
March 25, 2003......................   125   125   125  125   125  120   61   14
March 25, 2004......................   133   133   133  133   133   91   34   14
March 25, 2005......................   141   141   141  141   141   79   27    7
March 25, 2006......................   149   149   149  130   133   71   27    0
March 25, 2007......................   158   158   158  111   116   64   27    0
March 25, 2008......................   168   168   166   88    96   55   25    0
March 25, 2009......................   178   169   169   60    71   41   17    0
March 25, 2010......................   189   175   175   35    50   30   12    0
March 25, 2011......................   201   187   147   14    32   22    8    0
March 25, 2012......................   214   162   120    0    17   16    5    0
March 25, 2013......................   227   136    95    0     4   12    4    0
March 25, 2014......................   241   111    71    0     0    9    2    0
March 25, 2015......................   253    86    48    0     0    6    2    0
March 25, 2016......................   247    62    26    0     0    5    1    0
March 25, 2017......................   241    39     5    0     0    3    1    0
March 25, 2018......................   234    16     0    0     0    2    *    0
March 25, 2019......................   227     0     0    0     0    2    *    0
March 25, 2020......................   210     0     0    0     0    1    *    0
March 25, 2021......................   173     0     0    0     0    1    *    0
March 25, 2022......................   133     0     0    0     0    1    *    0
March 25, 2023......................    91     0     0    0     0    *    *    0
March 25, 2024......................    46     0     0    0     0    *    *    0
March 25, 2025......................     0     0     0    0     0    *    *    0
March 25, 2026......................     0     0     0    0     0    *    *    0
March 25, 2027......................     0     0     0    0     0    *    *    0
March 25, 2028......................     0     0     0    0     0    *    *    0
March 25, 2029......................     0     0     0    0     0    0    0    0
Weighted Average Life                                                           
 (in years)(1)...................... 22.86 15.74 14.45 9.61 10.18 8.62 5.63 2.87

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
* Less than 0.5%, but greater than zero.                                    

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Percentage of Initial Class Balance Outstanding 
at the Respective Percentages of PSA Set Forth Below: 

                                                                · Download Table

                                                        Class A-R and Class A-LR
                                                        ------------------------
Distribution Date                                        0%  100% 275% 400% 500%
-----------------                                       ---- ---- ---- ---- ----
                                                                                
Initial Percentage.....................................  100  100  100  100  100
March 25, 2000.........................................    0    0    0    0    0
March 25, 2001.........................................    0    0    0    0    0
March 25, 2002.........................................    0    0    0    0    0
March 25, 2003.........................................    0    0    0    0    0
March 25, 2004.........................................    0    0    0    0    0
March 25, 2005.........................................    0    0    0    0    0
March 25, 2006.........................................    0    0    0    0    0
March 25, 2007.........................................    0    0    0    0    0
March 25, 2008.........................................    0    0    0    0    0
March 25, 2009.........................................    0    0    0    0    0
March 25, 2010.........................................    0    0    0    0    0
March 25, 2011.........................................    0    0    0    0    0
March 25, 2012.........................................    0    0    0    0    0
March 25, 2013.........................................    0    0    0    0    0
March 25, 2014.........................................    0    0    0    0    0
March 25, 2015.........................................    0    0    0    0    0
March 25, 2016.........................................    0    0    0    0    0
March 25, 2017.........................................    0    0    0    0    0
March 25, 2018.........................................    0    0    0    0    0
March 25, 2019.........................................    0    0    0    0    0
March 25, 2020.........................................    0    0    0    0    0
March 25, 2021.........................................    0    0    0    0    0
March 25, 2022.........................................    0    0    0    0    0
March 25, 2023.........................................    0    0    0    0    0
March 25, 2024.........................................    0    0    0    0    0
March 25, 2025.........................................    0    0    0    0    0
March 25, 2026.........................................    0    0    0    0    0
March 25, 2027.........................................    0    0    0    0    0
March 25, 2028.........................................    0    0    0    0    0
March 25, 2029.........................................    0    0    0    0    0
Weighted Average Life                                                           
 (in years)(1)......................................... 0.08 0.08 0.08 0.08 0.08

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  

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Percentage of Initial Class Balance Outstanding 
at the Respective Percentages of PSA Set Forth Below: 

                                                                · Download Table

                                  Class A-PO              B-1, B-2 and B-3      
                          -------------------------- ---------------------------
Distribution Date          0%   100%  275% 400% 500%  0%   100%  275%  400% 500%
-----------------         ----- ----- ---- ---- ---- ----- ----- ----- ---- ----
                                                                                
Initial Percentage.......   100   100  100  100  100   100   100   100  100  100
March 25, 2000...........    99    97   95   93   91    99    99    99   99   99
March 25, 2001...........    98    92   84   77   73    98    98    98   98   98
March 25, 2002...........    96    86   69   59   51    97    97    97   97   97
March 25, 2003...........    95    80   57   44   35    96    96    96   96   96
March 25, 2004...........    94    74   47   33   24    94    94    94   94   94
March 25, 2005...........    92    68   39   25   17    93    91    88   85   83
March 25, 2006...........    91    63   32   18   11    91    87    80   75   71
March 25, 2007...........    89    58   26   14    8    90    83    71   63   57
March 25, 2008...........    87    53   21   10    5    88    77    60   49   42
March 25, 2009...........    85    49   17    8    4    86    71    49   37   29
March 25, 2010...........    83    45   14    6    3    84    65    40   27   20
March 25, 2011...........    80    41   11    4    2    82    60    33   20   13
March 25, 2012...........    78    37    9    3    1    79    54    26   15    9
March 25, 2013...........    75    34    7    2    1    77    49    21   11    6
March 25, 2014...........    73    31    6    2    1    74    45    17    8    4
March 25, 2015...........    70    28    5    1    *    71    40    14    6    3
March 25, 2016...........    66    25    4    1    *    68    36    11    4    2
March 25, 2017...........    63    22    3    1    *    65    32     9    3    1
March 25, 2018...........    59    20    2    *    *    61    29     7    2    1
March 25, 2019...........    56    17    2    *    *    57    25     5    2    1
March 25, 2020...........    51    15    1    *    *    53    22     4    1    *
March 25, 2021...........    47    13    1    *    *    48    19     3    1    *
March 25, 2022...........    42    11    1    *    *    44    16     2    1    *
March 25, 2023...........    37     9    1    *    *    38    13     2    *    *
March 25, 2024...........    32     7    *    *    *    33    11     1    *    *
March 25, 2025...........    26     6    *    *    *    27     8     1    *    *
March 25, 2026...........    20     4    *    *    *    20     6     1    *    *
March 25, 2027...........    13     3    *    *    *    13     4     *    *    *
March 25, 2028...........     6     1    *    *    *     6     2     *    *    *
March 25, 2029...........     0     0    0    0    0     0     0     0    0    0
Weighted Average Life                                                           
 (in years)(1)........... 19.58 11.44 6.09 4.55 3.81 19.84 14.83 10.83 9.47 8.77

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
* Less than 0.5%, but greater than zero.                                      

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Yield on the Class A-14 Certificates                                            

 The Class A-14 Certificates are comprised of five components, each of which
may be affected differently by the rate and timing of principal payments        
(including prepayments) on the Mortgage Loans, which rate may fluctuate         
significantly from time to time, which in turn may affect the yield to          
investors in the Class A-14 Certificates.                                       

  The significance of the effects of prepayment on the Class A-14 Certificates
is illustrated in the following table which shows the pre-tax yield (on a       
corporate bond equivalent basis) to the holders of the Class A-14 Certificates  
under different constant percentages of PSA. The yields set forth were          
calculated using the Modeling Assumptions and the additional assumption that    
the Class A-14 Certificates are purchased on the Closing Date at the assumed    
purchase price of 103.00% of their class balance plus accrued interest from     
March 1, 1999 to (but not including) the Closing Date.                          

Sensitivity of the Class A-14 Certificates to Prepayments 
(Pre-Tax Yields to Maturity)

                                                                · Download Table

                                            Percentage of PSA                  
                                -----------------------------------------------
                                 0%   100%  125%  250%  275%  400%  500%  800% 
                                ----  ----  ----  ----  ----  ----- ----- -----
                                                                               
Class A-14 Certificates........ 7.33% 7.01% 6.98% 7.05% 7.03% 7.12% 7.34% 7.41%

The yields set forth in the preceding table were calculated by (i)        
determining the monthly discount rates which, when applied to the assumed       
streams of cash flows to be paid on the Class A-14 Certificates, would cause    
the discounted present value of such assumed streams of cash flows to equal the 
assumed purchase price of the Class A-14 Certificates indicated above and (ii)  
converting such monthly rates to corporate bond equivalent rates. This          
calculation does not take into account the variations that may occur in the     
interest rates at which you may be able to reinvest funds received as payments  
of principal on the Class A-14 Certificates and consequently does not purport   
to reflect the return on any investment in the Class A-14 Certificates when     
such reinvestment rates are considered.                                         

Yield on the Class A-PO Certificates                                            

The Class A-PO Certificates are principal-only Certificates and, as such, 
will not be entitled to receive distributions of interest in respect of the     
Mortgage Loans. As a result, the Class A-PO Certificates will be offered at a   
substantial discount to their original principal amount.                        

The significance of the effects of prepayments on the Class A-PO          
Certificates is illustrated in the following table which shows the pre-tax      
yield (on a corporate bond equivalent basis) to the holders of Class A-PO       
Certificates under different constant percentages of PSA. The yields set forth  
were calculated using the Modeling Assumptions and the additional assumption    
that the Class A-PO Certificates are purchased on the Closing Date at an        
assumed purchase price equal to 68.00% of their class balance.                  

As indicated in the following table, because the Class A-PO Certificates  
represent the right to receive only a portion of the principal received with    
respect to the Discount Mortgage Loans, the yield to maturity on the Class A-PO 
Certificates will be extremely sensitive to the rate and timing of principal    
payments (including prepayments) on the Discount Mortgage Loans.                

 It is not likely that the Discount Mortgage Loans will prepay at a constant
rate until maturity, that all of the Discount Mortgage Loans will prepay at the 
same rate or that they will have the characteristics assumed. There can be no   
assurance that the Discount Mortgage Loans will prepay at any of the rates      
shown in the table or at any other particular rate. The timing of changes in    
the rate of prepayments may                                                     

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affect significantly the yield realized by a holder of a Class A-PO Certificate 
and there can be no assurance that your pre-tax yield on the Class A-PO         
Certificates will correspond to any of the pre-tax yields shown in this         
Prospectus Supplement. You must make your own decision as to the appropriate    
prepayment assumptions to be used in deciding whether to purchase a Class A-PO  
Certificate.                                                                    

Sensitivity of the Class A-PO Certificates to Prepayments 
(Pre-Tax Yields to Maturity)

                                                                · Download Table

                                                      Percentage of PSA         
                                                  ----------------------------- 
                                                   0%   100%  275%  400%  500%  
                                                  ----  ----  ----  ----  ----- 
                                                                                
Class A-PO Certificates.......................... 2.05% 3.75% 7.27% 9.69% 11.51%

The yields set forth in the preceding table were calculated by (i)        
determining the monthly discount rates that, when applied to the assumed stream 
of cash flows to be paid on the Class A-PO Certificates, would cause the        
discounted present value of such assumed stream of cash flows to equal the      
assumed purchase price of the Class A-PO Certificates indicated above and (ii)  
converting such monthly rates to corporate bond equivalent rates. This          
calculation does not take into account variations that may occur in the         
interest rates at which you may be able to reinvest funds received as payments  
of principal of the Class A-PO Certificates and consequently does not purport   
to reflect the return on any investment in the Class A-PO Certificates when     
such reinvestment rates are considered.                                         

Yield on the Class A-R and Class A-LR Certificates                              

 The after-tax rate of return to the holder of the Class A-R Certificate and
the after-tax rate of return to the holder of the Class A-LR Certificates will  
reflect their pre-tax rate of return, reduced by the taxes required to be paid  
with respect to those Certificates. If you hold a Class A-R or Class A-LR       
Certificate, you may have tax liabilities during the early years of the         
applicable REMIC's term that substantially exceed any distributions payable     
thereon during any such period. In addition, the present value of the tax       
liabilities with respect to your Class A-R or Class A-LR Certificates may       
substantially exceed the present value of expected distributions on those       
certificates and of any tax benefits that may arise with respect to them.       
Accordingly, the after-tax rate of return on the Class A-R Certificate and the  
after-tax rate of return of the Class A-LR Certificate may be negative or may   
be otherwise significantly adversely affected. The timing and amount of taxable 
income attributable to the Class A-R Certificate and the timing and amount of   
taxable income attributable to the Class A-LR Certificate will depend on, among 
other things, the timing and amounts of prepayments and losses experienced with 
respect to the Mortgage Loans.                                                  

If you own a Class A-R or Class A-LR Certificate, you should consult your 
tax advisors regarding the effect of taxes and the receipt of any payments made 
in connection with the purchase of your Class A-R or Class A-LR Certificate on  
your after-tax rate of return. See "Federal Income Tax Consequences" in this    
Prospectus Supplement and in the Prospectus.                                    

Yield on the Subordinate Certificates                                           

 The weighted average life of, and the yield to maturity on, the Subordinate
Certificates, in increasing order of their numerical class designation, will be 
progressively more sensitive to the rate and timing of mortgagor defaults and   
the severity of ensuing losses on the Mortgage Loans. If the actual rate and    
severity of losses on the Mortgage Loans is higher than those you assumed, the  
actual yield to maturity of your Subordinate Certificate may be lower than the  
yield you expected. The timing of losses on Mortgage Loans will also affect     
your actual yield to maturity, even if the rate of defaults and severity of     
losses over the life of the Trust are consistent with your expectations. In     
general, the earlier a loss                                                     

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occurs, the greater the effect on an investor's yield to maturity. Realized     
Losses on the Mortgage Loans will be allocated to reduce the balance of the     
applicable class of Subordinate Certificates (as described in this Prospectus   
Supplement under "Description of the Certificates -- Allocation of Losses"),    
without the receipt of cash equal to the reduction. In addition, shortfalls in  
cash available for distributions on the Subordinate Certificates will result in 
a reduction in the balance of the class of Subordinate Certificates then        
outstanding with the highest numerical class designation if and to the extent   
that the aggregate balance of all classes of Certificates, following all        
distributions and the allocation of Realized Losses on a Distribution Date,     
exceeds the balance of the Mortgage Pool as of the due date occurring in the    
month of such Distribution Date. As a result of such reductions, less interest  
will accrue on that class of Subordinate Certificates than otherwise would be   
the case. The yield to maturity of the Subordinate Certificates will also be    
affected by the disproportionate allocation of principal prepayments to the     
Senior Certificates (other than the Class A-PO Certificates), Net Interest      
Shortfalls, other cash shortfalls in the Pool Distribution Amount and           
distribution of funds to holders of Class A-PO Certificates otherwise available 
for distribution on the Subordinate Certificates to the extent of reimbursement 
for Class A-PO Deferred Amounts. See "Description of the Certificates --        
Allocation of Losses" in this Prospectus Supplement.                          

If on any Distribution Date, the Fractional Interest for any class of     
Subordinate Certificates is less than its original Fractional Interest, all     
partial principal prepayments and principal prepayments in full available for   
distribution on the Subordinate Certificates will be allocated solely to that   
class and all other classes of Subordinate Certificates with lower numerical    
class designations, thereby accelerating the amortization thereof relative to   
that of the Restricted Classes and reducing the weighted average lives of the   
classes of Subordinate Certificates receiving such distributions. Accelerating  
the amortization of the classes of Subordinate Certificates with lower          
numerical class designations relative to the other classes of Subordinate       
Certificates is intended to preserve the availability of the subordination      
provided by those other classes.                                                

Yield Considerations with Respect tothe Class B-2 and Class B-3 Certificates    

  Defaults on mortgage loans may be measured relative to a default standard or
model. The model used in this Prospectus Supplement, the standard default       
assumption ("SDA"), represents an assumed rate of default each month relative   
to the outstanding performing principal balance of a pool of new mortgage       
loans. A default assumption of 100% SDA assumes constant default rates of 0.02% 
per annum of the outstanding principal balance of such mortgage loans in the    
first month of the life of the mortgage loans and an additional 0.02% per annum 
in each month thereafter until the 30th month. Beginning in the 30th month and  
in each month thereafter through the 60th month of the life of the mortgage     
loans, 100% SDA assumes a constant default rate of 0.60% per annum each month.  
Beginning in the 61st month and in each month thereafter through the 120th      
month of the life of the mortgage loans, 100% SDA assumes that the constant     
default rate declines each month by 0.0095% per annum, and that the constant    
default rate remains at 0.03% per annum in each month after the 120th month.    
For the following tables, it is assumed that there is no delay between the      
default and liquidation of the mortgage loans. As used in the following tables, 
"0% SDA" assumes no defaults. SDA is not a historical description of default    
experience or a prediction of the rate of default of any pool of mortgage loan. 

The following tables indicate the sensitivity of the pre-tax yield to     
maturity on the Class B-2 and Class B-3 Certificates to various rates of        
prepayment and varying levels of Realized Losses. The tables set forth below    
are based upon, among other things, the Modeling Assumptions (other than the    
assumption that no defaults shall have occurred with respect to the Mortgage    
Loans) and the additional                                                       

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assumption that liquidations (other than those scenarios indicated as 0% of SDA 
(no defaults)) occur monthly on the last day of the preceding month (other than 
on a due date) at the percentages of SDA set forth in the table.                

 In addition, it was assumed that (i) Realized Losses on liquidations of 25%
or 50% of the outstanding principal balance of the Liquidated Mortgage Loans,   
as indicated in the tables below (referred to as a "Loss Severity Percentage"), 
will occur at the time of liquidation, (ii) there are no Special Hazard Losses, 
Fraud Losses or Bankruptcy Losses and (iii) the Class B-2 and Class B-3         
Certificates are purchased on the Closing Date at assumed purchase prices equal 
to 96.00% and 89.00%, in each case, of their balance plus accrued interest from 
March 1, 1999 to (but not including) the Closing Date.                          

It is highly unlikely that the Mortgage Loans will have the precise       
characteristics referred to in this Prospectus Supplement or that they will     
prepay or liquidate at any of the rates specified or that the Realized Losses   
will be incurred according to one particular pattern. The assumed percentages   
of SDA and PSA and the Loss Severity Percentages shown below are for            
illustrative purposes only. Those assumptions may not be correct and the actual 
rates of prepayment and liquidation and loss severity experience of the         
Mortgage Loans may not correspond to any of the assumptions made in this        
Prospectus Supplement. For these reasons, and because the timing of cash flows  
is critical to determining yield, the pre-tax yield to maturity of the Class B- 
2 and Class B-3 Certificates are likely to differ from the pre-tax yields to    
maturity shown below.                                                           

The pre-tax yields to maturity set forth below were calculated by         
determining the monthly discount rates which, when applied to the assumed       
streams of cash flows to be paid on the Class B-2 and Class B-3 Certificates,   
would cause the discounted present value of those assumed streams of cash flows 
to equal the aggregate assumed purchase prices of the Class B-2 and Class B-3   
Certificates set forth above. In all cases, monthly rates were then converted   
to the semi-annual corporate bond equivalent yields shown below. Implicit in    
the use of any discounted present value or internal rate or return calculations 
such as these is the assumption that intermediate cash flows are reinvested at  
the discount rates at which investors may be able to reinvest funds received by 
them as distributions on the Class B-2 and Class B-3 Certificates.              
Consequently, these yields do not purport to reflect the total return on any    
investment in the Class B-2 and Class B-3 Certificates when reinvestment rates  
are considered.                                                                 

Sensitivity of Pre-Tax Yields to Maturity of the Class B-2
Certificates to Prepayments and Realized Losses 

                                                                · Download Table

                                                    Percentage of PSA           
                                      Loss    --------------------------------- 
Percentage                          Severity                                    
of SDA                             Percentage   0%     100%   275%   400%  500% 
----------                         ---------- ------  ------  -----  ----  ---- 
                                                                                
  0% .............................      0%      6.95%   7.01%  7.10% 7.14% 7.17%
 50...............................     25       6.91    7.02   7.10  7.14  7.17 
 50...............................     50       6.89    7.00   7.10  7.14  7.17 
 75...............................     25       6.90    7.03   7.10  7.14  7.17 
 75...............................     50       4.37    6.66   7.11  7.15  7.17 
100...............................     25       6.89    7.01   7.10  7.14  7.17 
100...............................     50     (15.02)   2.86   7.11  7.14  7.17 
150...............................     25       4.56    6.76   7.11  7.15  7.17 
150...............................     50     (38.23) (32.37) (0.55) 4.20  7.18 

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Sensitivity of Pre-Tax Yields to Maturity of the Class B-3
Certificates to Prepayments and Realized Losses 

                                                                · Download Table

                                                 Percentage of PSA              
                                 Loss    -------------------------------------- 
Percentage                     Severity                                         
of SDA                        Percentage   0%     100%    275%    400%    500%  
----------                    ---------- ------  ------  ------  ------  ------ 
                                                                                
  0%.........................      0%      7.72%   7.92%   8.18%   8.31%   8.40%
 50..........................     25       7.55    7.95    8.19    8.31    8.40 
 50..........................     50       3.75    7.44    8.20    8.32    8.41 
 75..........................     25       7.52    7.76    8.19    8.32    8.40 
 75..........................     50     (26.45) (18.41)   6.60    8.33    8.40 
100..........................     25       3.99    7.51    8.20    8.32    8.41 
100..........................     50     (39.67) (34.64)  (6.05)   4.43    8.41 
150..........................     25     (26.07) (17.55)   6.80    8.33    8.40 
150..........................     50     (59.96) (56.39) (48.36) (40.10) (18.31)

   The following table sets forth the amount of Realized Losses that would be   
incurred with respect to the Mortgage Loans, expressed as a percentage of the   
aggregate outstanding principal balance of the Mortgage Loans as of the Cut-off 
Date.                                                                           

                           Aggregate Realized Losses                            


                                                 Percentage of PSA              
                                 Loss    -------------------------------------- 
Percentage                     Severity                                         
of SDA                        Percentage   0%     100%    275%    400%    500%  
----------                    ---------- ------  ------  ------  ------  ------ 
                                                                                
 50%.........................     25%      0.49%   0.39%   0.27%   0.22%   0.18%
 50..........................     50       0.98    0.77    0.54    0.44    0.37 
 75..........................     25       0.73    0.58    0.41    0.33    0.28 
 75..........................     50       1.46    1.15    0.81    0.65    0.55 
100..........................     25       0.97    0.77    0.54    0.43    0.37 
100..........................     50       1.93    1.53    1.08    0.87    0.74 
150..........................     25       1.44    1.14    0.81    0.65    0.55 
150..........................     50       2.88    2.28    1.61    1.29    1.10 

You should make your investment decisions based on your determinations of 
anticipated rates of prepayment and Realized Losses under a variety of          
scenarios. If you are purchasing Class B-2 or Class B-3 Certificates you should 
fully consider the risk that Realized Losses on the Mortgage Loans could result 
in the failure to fully recover your investments.                               

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CREDIT SUPPORT                                                                  

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The rights of holders of each class of Class B Certificates to receive    
distributions of principal and interest are subordinated to such rights of      
holders of the Class A Certificates and the holders of each class of Class B    
Certificates with a lower numerical designation. For example, the holders of    
the Class B-2 Certificates will not receive principal or interest on a          
Distribution Date until the holders of the Class A and Class B-1 Certificates   
have received the amounts to which they are entitled on that Distribution Date. 
The subordination described above is intended to increase the likelihood of     
receipt by holders of the Class A Certificates and the holders of the Class B   
Certificates with lower numerical class designations of the amount to which     
they are entitled on any Distribution Date and to provide those holders with    
protection against Realized Losses, other than Excess Losses.                   

The Class B Certificates also will provide limited protection against     
Special Hazard Losses, Bankruptcy Losses and Fraud Losses up to the Special     
Hazard Loss Amount, Bankruptcy Loss Amount                                      

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and Fraud Loss Amount, as described below. The applicable Non-PO Percentage of  
Realized Losses, other than Excess Losses, will be allocated to the class of    
Class B Certificates then outstanding with the highest numerical class          
designation. In addition, the balance of that class of Class B Certificates     
will be reduced by the amount of distributions on the Class A-PO Certificates   
in reimbursement for Class A-PO Deferred Amounts.                               

The Class B Certificates will provide protection to the classes of        
Certificates of higher relative priority against (i) Special Hazard Losses in   
an initial amount of approximately $5,093,858.04 (the "Special Hazard Loss      
Amount"), (ii) Bankruptcy Losses in an initial amount of approximately          
$145,566.42 (the "Bankruptcy Loss Amount") and (iii) Fraud Losses in an initial 
amount of approximately $5,003,766.22 (the "Fraud Loss Amount").                

 On any Distribution Date, the Special Hazard Loss Amount will be reduced to
equal the lesser of (a) the greatest of (i) 1% of the scheduled balance of the  
Mortgage Pool, (ii) twice the principal balance of the largest Mortgage Loan    
and (iii) the aggregate principal balance of the Mortgage Loans secured by      
mortgaged properties located in the single California postal zip code area      
having the highest aggregate principal balance of any zip code area and (b) the 
initial Special Hazard Loss Amount less any Special Hazard Losses incurred      
since the Closing Date. All principal balances for the purpose of this          
definition will be calculated as of the first day of the month preceding the    
Distribution Date after giving effect to scheduled installments of principal    
and interest due on the Mortgage Loans, whether or not paid.                    

For the period from the Closing Date through the first anniversary of the 
Cut-off Date, the Fraud Loss Amount equals the initial Fraud Loss Amount        
reduced by the cumulative amount of Fraud Losses allocated to the Certificates. 
After that period, the Fraud Loss Amount equals the lesser of (i) the initial   
Fraud Loss Amount reduced by the cumulative amount of Fraud Losses allocated to 
the Certificates and (ii) for each Distribution Date occurring (a) during the   
period from the day after the first anniversary through the third anniversary   
of the Cut-off Date, 1% of the scheduled balance of the Mortgage Pool, (b)      
during the period from the day after the third anniversary through the fifth    
anniversary of the Cut-off Date, 0.5% of the scheduled balance of the Mortgage  
Pool and (c) after the fifth anniversary of the Cut-off Date, zero.             

The Bankruptcy Loss Amount will be reduced, from time to time, by the     
Bankruptcy Losses allocated to the Certificates.                                

The amount of coverage provided by the Class B Certificates for Special   
Hazard Losses, Bankruptcy Losses and Fraud Losses may be cancelled or reduced   
if the ratings of the Certificates assigned by the Rating Agencies are not      
adversely affected. In addition, a reserve fund or other form of credit support 
may be substituted for the protection provided by the Class B Certificates for  
Special Hazard Losses, Bankruptcy Losses and Fraud Losses.                      

The Senior Certificates (other than the Class A-PO Certificates) will     
receive 100% of the Non-PO Percentage of principal prepayments received with    
respect to the Mortgage Loans until the fifth anniversary of the first          
Distribution Date. During the following four years, those Senior Certificates   
will receive a large, but generally decreasing, share of such principal         
prepayments. This disproportionate allocation of prepayments will result in an  
acceleration of the amortization of those Senior Certificates and will enhance  
the likelihood that holders of those Certificates will receive the entire       
amount of principal to which they are entitled. In addition to this             
acceleration mechanism, on any Distribution Date on which the Senior Percentage 
exceeds the initial Senior Percentage, the Senior Certificates (other than the  
Class A-PO Certificates) will be entitled to receive 100% of the Non-PO         
Percentage of principal prepayments received with respect to the Mortgage       
Loans. See "Description of the Certificates -- Principal" in this Prospectus    
Supplement.                                                                     

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USE OF PROCEEDS                                                                 

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The Depositor will apply the net proceeds of the sale of the Offered      
Certificates against the purchase price of the Mortgage Loans.                  

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FEDERAL INCOME TAX CONSEQUENCES                                                 

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

An election will be made to treat the Trust as two separate "real estate  
mortgage investment conduits" (the "Upper-Tier REMIC" and the "Lower-Tier       
REMIC" and each, a "REMIC") for federal income tax purposes under the Internal  
Revenue Code of 1986, as amended (the "Code").                                  

.Each class of Certificates (other than the Class A-14, Class A-R and Class 
  A-LR Certificates) and the Class A-14 PAC IO A Component, the Class A-14
 PAC IO B Component, the Class A-14 PAC Component, the Class A-14 TAC IO
Component and the Class A-14 TAC Component will be designated as      
"regular interests" in the Upper-Tier REMIC. Each such class of       
Certificates and the Class A-14 PAC IO A Component, the Class A-14 PAC
IO B Component, the Class A-14 PAC Component, the Class A-14 TAC IO   
Component and the Class A-14 TAC Component are "Regular Certificates" 
for purposes of the following discussion.                             

.The Class A-R and Class A-LR Certificates will be designated as the sole   
  class of "residual interests" in the Upper-Tier REMIC and the Lower-Tier
REMIC, respectively.                                                  

 See "Federal Income Tax Consequences -- Federal Income Tax Consequences for
REMIC Certificates" in the Prospectus.                                          

Regular Certificates                                                            

The Regular Certificates generally will be treated as debt instruments    
issued by the Upper-Tier REMIC for federal income tax purposes. Income on the   
Regular Certificates must be reported under an accrual method of accounting.    

It is anticipated that the regular interests represented by the Class A-14
PAC IO A Component, the Class A-14 PAC IO B Component, the Class A-14 PAC       
Component, the Class A-14 TAC IO Component and the Class A-14 TAC Component     
will be treated as a single debt instrument. The Class A-10 and Class A-14      
Certificates will be issued with original issue discount in an amount equal to  
the excess of the sum of all distributions of principal and interest (whether   
current or accrued) expected to be received thereon over their respective issue 
prices (including accrued interest). In addition, the Class A-PO Certificates   
will, and the other classes of Offered Certificates may, depending on their     
respective issue prices, be treated for federal income tax purposes as having   
been issued with original issue discount. See "Federal Income Tax               
Consequences -- Federal Income Tax Consequences for REMIC Certificates --       
Taxation of Regular Certificates -- Original Issue Discount" in the           
Prospectus. Certain classes of the Regular Certificates may be treated for      
federal income tax purposes as having been issued at a premium. Whether any     
holder of such a class of Certificates will be treated as holding a Certificate 
with amortizable bond premium will depend on such certificateholder's purchase  
price and the distributions remaining to be made on such Certificate at the     
time of its acquisition by such certificateholder. Holders of such classes of   
Certificates should consult their own tax advisors regarding the possibility of 
making an election to amortize such premium. See "Federal Income Tax            
Consequences -- Federal Income Tax Consequences for REMIC Certificates --       
Taxation of Regular                                                           

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Certificates -- Premium" in the Prospectus. For purposes of determining the     
amount and the rate of accrual of original issue discount and market discount,  
the Depositor intends to assume that there will be prepayments on the Mortgage  
Loans at a rate equal to 275% PSA. No representation is made as to the actual   
rate at which the Mortgage Loans will be prepaid.                               

The Regular Certificates will be treated as regular interests in a REMIC  
under Section 860G of the Code. Accordingly, to the extent described in the     
Prospectus:                                                                     

.the Regular Certificates will be treated as assets described in Section    
7701(a)(19)(C) of the Code;                                           

.the Regular Certificates will be treated as "real estate assets" within    
the meaning of Section 856(c)(4)(A) of the Code; and                  

.interest on the Regular Certificates will be treated as interest on        
 obligations secured by mortgages on real property within the meaning of
Section 856(c)(3)(B) of the Code.                                     

 See "Federal Income Tax Consequences -- Federal Income Tax Consequences for
REMIC Certificates -- Status of REMIC Certificates" in the Prospectus.          

Residual Certificates                                                           

If you hold a Class A-R or Class A-LR Certificate, you must include the   
taxable income or loss of the Upper-Tier REMIC or Lower-Tier REMIC,             
respectively, in determining your federal taxable income. Your resulting tax    
liability may exceed cash distributions to you during certain periods. In       
addition, all or a portion of the taxable income you recognize from a Class A-R 
or Class A-LR Certificate may be treated as "excess inclusion" income, which,   
among other consequences, will result in your inability to use net operating    
losses to offset such income from the Upper-Tier REMIC or Lower-Tier REMIC,     
respectively.                                                                   

You should consider carefully the tax consequences of any investment in   
Class A-R or Class A-LR Certificates discussed in the Prospectus and should     
consult your tax advisors with respect to those consequences. See "Federal      
Income Tax Consequences" in the Prospectus. Specifically, you should consult    
your tax advisors regarding whether, at the time of acquisition, a Class A-R or 
Class A-LR Certificate will be treated as "noneconomic" residual interests and  
"tax avoidance potential" residual interests. See "Federal Income Tax           
Consequences -- Federal Income Tax Consequences for REMIC Certificates --       
Taxation of Residual Certificates -- Tax-Related Restrictions on Transfer of  
Residual Certificates -- Noneconomic Residual Interests," "-- Foreign           
Investors" and "-- Mark to Market Regulations" in the Prospectus. Additionally, 
for information regarding Prohibited Transactions, see "Federal Income Tax      
Consequences -- Federal Income Tax Consequences for REMIC Certificates --Taxes  
That May Be Imposed on the REMIC Pool -- Prohibited Transactions" in the        
Prospectus.                                                                     

Backup Withholding and Reporting Requirements                                   

Certain holders or other beneficial owners of Offered Certificates may be 
subject to backup withholding at the rate of 31% with respect to interest paid  
on the Offered Certificates if those holders or beneficial owners, upon         
issuance, fail to supply the Trustee or their broker with their taxpayer        
identification number, furnish an incorrect taxpayer identification number,     
fail to report interest, dividends or other "reportable payments" (as defined   
in the Code) properly, or, under certain circumstances, fail to provide the     
Trustee or their broker with a certified statement, under penalty of perjury,   
that they are not subject to backup withholding. See "Federal Income Tax        
Consequences --Federal Income Tax Consequences for REMIC Certificates -- Backup 
Withholding" in the Prospectus.                                                 

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The Trustee will be required to report annually to the Internal Revenue   
Service (the "IRS"), and to each certificateholder of record, the amount of     
interest paid (and original issue discount accrued, if any) on the Regular      
Certificates and the amount of interest withheld for federal income taxes, if   
any, for each calendar year, except as to exempt holders (generally, holders    
that are corporations, certain tax-exempt organizations or nonresident aliens   
who provide certification as to their status as nonresidents). As long as the   
only "certificateholder" of record of the Offered Certificates (other than the  
Class A-R and Class A-LR Certificates) is Cede & Co., as nominee for DTC,       
beneficial owners of the Offered Certificates and the IRS will receive tax and  
other information including the amount of interest paid on such Certificates    
from DTC Participants rather than from the Trustee. (The Trustee, however, will 
respond to requests for necessary information to enable DTC Participants and    
certain other persons to complete their reports.) See "Federal Income Tax       
Consequences -- Federal Income Tax Consequences for REMIC Certificates --       
Reporting Requirements" in the Prospectus.                                    

All investors should consult their tax advisors regarding the federal,    
state, local or foreign income tax consequences of the purchase, ownership and  
disposition of the Offered Certificates.                                        

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STATE TAXES                                                                     

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The Depositor makes no representations regarding the tax consequences of  
purchase, ownership or disposition of the Offered Certificates under the tax    
laws of any state. Investors considering an investment in the Offered           
Certificates should consult their tax advisors regarding such tax consequences. 

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ERISA CONSIDERATIONS                                                            

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

  A fiduciary or other person acting on behalf of any employee benefit plan or
arrangement, including an individual retirement account (an "IRA"), subject to  
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the  
Code or any federal, state or local law ("Similar Law") which is similar to     
ERISA or the Code (collectively, a "Plan") should carefully review with its     
legal advisors whether the purchase or holding of an Offered Certificate could  
give rise to a transaction prohibited or not otherwise permissible under ERISA, 
the Code or Similar Law. See "ERISA Considerations" in the Prospectus.          

The U.S. Department of Labor has extended to BankAmerica Corporation, as  
successor to NationsBank Corporation, the corporate parent of NationsBanc       
Montgomery Securities LLC, an administrative exemption (Prohibited Transaction  
Exemption 93-31; Exemption Application No. D-9105) (the "Exemption") from       
certain of the prohibited transaction rules of ERISA and the related excise tax 
provisions of Section 4975 of the Code with respect to the initial purchase,    
the holding and the subsequent resale by certain Plans of certificates in pass- 
through trusts that consist of certain receivables, loans and other obligations 
that meet the conditions and requirements of the Exemption. The Exemption       
applies to mortgage loans such as the Mortgage Loans, but does not cover        
certain IRAs and certain employee benefit plans covering only self-employed     
individuals which are subject to the prohibited transaction provisions of the   
Code.                                                                           

For a general description of the Exemption and the conditions that must be
satisfied for the Exemption to apply, see "ERISA Considerations --              
Administrative Exemptions -- Individual Administrative Exemptions" in the     
Prospectus.                                                                     

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The Underwriter believes that the Exemption will cover the acquisition and
holding of the Senior Certificates (other than the Class A-9 Certificates and   
the Residual Certificates) by the Plans to which it applies and that all        
conditions of the Exemption other than those within the control of the          
investors will be met. In addition, as of the date hereof, there is no single   
mortgagor that is the obligor on 5% of the initial balance of the Mortgage      
Pool.                                                                           

Because the Class A-9 Certificates are subordinated to the Class A-14     
Certificates with respect to certain losses and because the Class B             
Certificates are subordinated to the Senior Certificates, neither the Class A-9 
nor the Class B Certificates may be transferred unless the transferee has       
delivered (i) a representation letter to the Trustee stating that either the    
transferee is not a Plan and is not acting on behalf of a Plan or using the     
assets of a Plan to effect such purchase or, subject to the conditions          
described in this Prospectus Supplement, the source of funds used to purchase   
the Class A-9 or Class B Certificates is an "insurance company general account" 
or (ii) an opinion of counsel and such other documentation as described in this 
Prospectus Supplement under "Description of the Certificates --Restrictions on  
Transfer of the Class A-9 and Class B Certificates." Any transferee of a Class  
A-9 or Class B Certificate that does not comply with either clause (i) or       
clause (ii) of the preceding sentence will be deemed to have made one of the    
representations described in clause (i) of the preceding sentence.              

Prospective Plan investors should consult with their legal advisors       
concerning the impact of ERISA, the Code and Similar Law, the applicability of  
PTE 83-1 described under "ERISA Considerations" in the Prospectus and the       
Exemption, and the potential consequences in their specific circumstances,      
prior to making an investment in the Offered Certificates. Moreover, each Plan  
fiduciary should determine whether under the governing plan instruments and the 
applicable fiduciary standards of investment prudence and diversification, an   
investment in the Offered Certificates is appropriate for the Plan, taking into 
account the overall investment policy of the Plan and the composition of the    
Plan's investment portfolio.                                                    

The Class A-R and Class A-LR Certificates may not be purchased by or      
transferred to a Plan or a person acting on behalf of or investing assets of a  
Plan. See "Description of the Certificates --Restrictions on Transfer of the    
Class A-R and Class A-LR Certificates" in this Prospectus Supplement.           

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METHOD OF DISTRIBUTION                                                          

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 Subject to the terms and conditions set forth in the Underwriting Agreement
(the "Underwriting Agreement") among the Depositor, NationsBanc Montgomery      
Securities LLC (the "Underwriter"), NationsBanc Mortgage Corporation and Bank   
of America, FSB, the Depositor has agreed to sell to the Underwriter, and the   
Underwriter has agreed to purchase from the Depositor, all of the Offered       
Certificates. Proceeds to the Depositor from the sale of the Offered            
Certificates are expected to be approximately 99.3437% of the initial balance   
of those Certificates plus accrued interest from March 1, 1999 to (but not      
including) the Closing Date, before deducting expenses payable by the           
Depositor.                                                                      

Distribution of the Offered Certificates will be made by the Underwriter  
from time to time in negotiated transactions or otherwise at varying prices to  
be determined at the time of sale. In connection with the purchase and sale of  
the Offered Certificates, the Underwriter may be deemed to have received        
compensation from the Depositor in the form of underwriting discounts.          

 The Depositor has been advised by the Underwriter that it intends to make a
market in the Offered Certificates but has no obligation to do so. There can be 
no assurance that a secondary market for the Offered Certificates will develop  
or, if it does develop, that it will continue.                                  

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The Depositor has agreed to indemnify the Underwriter against, or make    
contributions to the Underwriter with respect to, certain liabilities,          
including liabilities under the Securities Act of 1933, as amended.             

The Underwriter is an affiliate of the Depositor, the Sellers and the     
Servicers, and is a registered broker/dealer. Any obligations of the            
Underwriter are the sole responsibility of the Underwriter and do not create    
any obligation or guarantee on the part of any affiliate of the Underwriter.    
This Prospectus Supplement and the Prospectus may be used by the Underwriter in 
connection with offers and sales related to market-making transactions in the   
Offered Certificates. The Underwriter may act as principal or agent in such     
transactions.                                                                   

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LEGAL MATTERS                                                                   

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The validity of and certain federal income tax matters with respect to the
Offered Certificates will be passed upon for the Depositor by Cadwalader,       
Wickersham & Taft, New York, New York. Kennedy Covington Lobdell & Hickman,     
L.L.P., Charlotte, North Carolina will pass upon certain legal matters on       
behalf of the Underwriter.                                                      

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CERTIFICATE RATINGS                                                             

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  At their issuance, each class of Offered Certificates is required to receive
from Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P")   
and Fitch IBCA, Inc. ("Fitch") at least the rating set forth in the table       
beginning on page S-4 of this Prospectus Supplement.                            

Ratings on mortgage pass-through certificates address the likelihood of   
receipt by certificateholders of payments required under the Pooling Agreement. 

.S&P's and Fitch's ratings take into consideration the credit quality of    
the Mortgage Pool including any credit support, structural and legal  
aspects associated with the Offered Certificates, and the extent to   
which the payment stream of the Mortgage Pool is adequate to make     
payments required under the Offered Certificates. S&P's and Fitch's   
ratings on the Offered Certificates do not, however, constitute a     
statement regarding frequency of prepayments on the Mortgage Loans.   

.The "r" symbol is appended to the rating by S&P of the Class A-14 and      
Class A-PO Certificates because the Class A-14 Certificates have      
 interest-only components and the Class A-PO Certificates are principal-
only mortgage-backed securities that S&P believes may experience high 
volatility or high variability in expected returns due to non-credit  
 risks created by the terms of those Certificates. The absence of an "r"
symbol in the ratings of the other Offered Certificates should not be 
 taken as an indication those Certificates will exhibit no volatility or
variability in total return.                                          

.S&P's and Fitch's ratings do not address the remote possibility that, in   
the event of the insolvency of either Seller, the sale of the Offered 
  Certificates may be recharacterized as a financing and that, as a result
  of such recharacterization, the Offered Certificates may be accelerated.
As a result, holders of the Offered Certificates might suffer a lower 
than anticipated yield.                                               

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The Depositor has not requested a rating of any class of Offered          
Certificates by any rating agency other than S&P and Fitch. However, there can  
be no assurance as to whether any other rating agency will rate the Offered     
Certificates or, if it does, what rating would be assigned by such other rating 
agency. The rating assigned by any such other rating agency to a class of       
Offered Certificates may be lower than the ratings assigned by S&P and Fitch.   

The rating of the Offered Certificates should be evaluated independently  
from similar ratings on other types of securities. 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 agency.                       

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INDEX OF SIGNIFICANT PROSPECTUS SUPPLEMENT DEFINITIONS                          

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                                                                · Download Table

                                                                            Page
                                                                            ----
                                                                                
Accretion Termination Date................................................. S-42
Accrual Certificates....................................................... S-6 
Adjusted Pool Amount....................................................... S-53
Adjusted Pool Amount (PO Portion).......................................... S-53
Administrative Fee Rate.................................................... S-33
Administrative Fees........................................................ S-33
Advance.................................................................... S-34
Affiliated Sellers......................................................... S-26
Bankruptcy Loss Amount..................................................... S-78
Bankruptcy Losses.......................................................... S-52
Book-Entry Certificates.................................................... S-36
Certificate Account........................................................ S-33
Certificates............................................................... S-6 
Class A Certificates....................................................... S-6 
Class A-3 Percentage....................................................... S-47
Class A-3 Principal Distribution Amount.................................... S-47
Class A-3 Shift Percentage................................................. S-47
Class A-10 Accrual Distribution Amount .................................... S-43
Class A-14 PAC IO A Notional Amount ....................................... S-41
Class A-14 PAC IO B Notional Amount ....................................... S-41
Class A-14 TAC Component Accrual Distribution Amount ...................... S-43
Class A-14 TAC IO Notional Amount ......................................... S-42
Class A-PO Deferred Amount................................................. S-51
Class A-PO Principal Distribution Amount................................... S-49
Class B Certificates....................................................... S-6 
Closing Date............................................................... S-6 
Code....................................................................... S-79
Companion Certificates..................................................... S-6 
Compensating Interest...................................................... S-34
Component Certificates..................................................... S-6 
Component Interest Distribution Amount .................................... S-40
Corporate Trust Office..................................................... S-35
Corporation................................................................ S-17
Credit Scores.............................................................. S-24
Cut-off Date............................................................... S-6 
Debt Service Reduction..................................................... S-53
Decrement Tables........................................................... S-58
Deficient Valuation........................................................ S-52
Definitive Certificates.................................................... S-36
Deleted Mortgage Loan...................................................... S-32
Depositor.................................................................. S-6 
Determination Date......................................................... S-34
Discount Mortgage Loan..................................................... S-43
Distribution Date.......................................................... S-38
DTC........................................................................ S-36
DTC Participants........................................................... S-37
Eligible Substitute Mortgage Loan.......................................... S-32
ERISA...................................................................... S-81

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                                                                · Download Table

                                                                            Page
                                                                            ----
                                                                                
Excess Losses.............................................................. S-52
Exemption.................................................................. S-81
FHLMC...................................................................... S-20
Fitch...................................................................... S-83
FNMA....................................................................... S-20
Fractional Interest........................................................ S-50
Fraud Loss Amount.......................................................... S-78
Fraud Losses............................................................... S-52
Guides..................................................................... S-26
Indirect DTC Participants.................................................. S-37
Industry................................................................... S-37
Interest Accrual Period.................................................... S-41
Interest Distribution Amount............................................... S-40
IRA........................................................................ S-81
IRS........................................................................ S-81
Issuer..................................................................... S-6 
Limited or Reduced Documentation Guidelines................................ S-25
Liquidated Mortgage Loan................................................... S-53
Liquidation Proceeds....................................................... S-39
Loan-to-Value Ratio........................................................ S-20
Lockout Certificates....................................................... S-6 
Loss Severity Percentage................................................... S-76
Lower-Tier REMIC........................................................... S-79
Modeling Assumptions....................................................... S-58
Mortgage File.............................................................. S-31
Mortgage Loan Purchase Agreements.......................................... S-19
Mortgage Loans............................................................. S-19
Mortgage Pool.............................................................. S-19
Net Interest Shortfall..................................................... S-40
Net Mortgage Interest Rate................................................. S-43
Non-Offered Certificates................................................... S-6 
Non-PO Percentage.......................................................... S-43
Non-PO Principal Amount.................................................... S-43
Non-Supported Interest Shortfall........................................... S-41
Offered Certificates....................................................... S-6 
Original Subordinate Principal Balance..................................... S-46
PAC Certificates........................................................... S-6 
PAC Principal Amount....................................................... S-47
Percentage Interest........................................................ S-35
Plan....................................................................... S-81
PO Percentage.............................................................. S-43
PO Principal Amount........................................................ S-49
Pool Distribution Amount................................................... S-39
Pool Distribution Amount Allocation........................................ S-39
Pool Principal Balance..................................................... S-46
Pooling Agreement.......................................................... S-31
Premium Mortgage Loan...................................................... S-43
Prepayment Interest Shortfall.............................................. S-41
Principal-Only Certificates................................................ S-6 
PSA........................................................................ S-59
PTE 95-60.................................................................. S-55

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                                                                            Page
                                                                            ----
                                                                                
Purchase Price............................................................. S-32
Rapid Processing Program................................................... S-27
Realized Loss.............................................................. S-52
Record Date................................................................ S-38
Regular Certificates....................................................... S-79
Relief Act Reduction....................................................... S-40
REMIC...................................................................... S-79
REO Property............................................................... S-34
Residual Certificates...................................................... S-6 
Rules...................................................................... S-37
S&P........................................................................ S-83
SDA........................................................................ S-75
Sellers.................................................................... S-6 
Senior Certificates........................................................ S-6 
Senior Credit Support Depletion Date....................................... S-45
Senior Percentage.......................................................... S-46
Senior Prepayment Percentage............................................... S-46
Senior Principal Distribution Amount....................................... S-45
Servicer Custodial Account................................................. S-33
Servicers.................................................................. S-28
Servicing Fee.............................................................. S-33
Servicing Fee Rate......................................................... S-33
Similar Law................................................................ S-81
SMMEA...................................................................... S-13
Special Hazard Loss Amount................................................. S-78
Special Hazard Losses...................................................... S-52
Special Hazard Mortgage Loan............................................... S-53
Stated Principal Balance................................................... S-45
Subordinate Certificates................................................... S-6 
Subordinate Percentage..................................................... S-46
Subordinate Prepayment Percentage.......................................... S-47
Subordinate Principal Distribution Amount.................................. S-50
Substitution Adjustment Amount............................................. S-32
TAC Certificates........................................................... S-6 
TAC Group.................................................................. S-48
TAC Principal Amount....................................................... S-48
Trust...................................................................... S-6 
Trustee.................................................................... S-6 
Trustee Fee Rate........................................................... S-33
Underwriter................................................................ S-82
Underwriting Agreement..................................................... S-82
Upper-Tier REMIC........................................................... S-79
U.S. Person................................................................ S-54

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                                                                      APPENDIX A

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                             Principal Balance Schedules            TAC Group   
                     -------------------------------------------     Balance    
Payment Date           Class A-11     Class A-12    Class A-14      Schedule    
------------         -------------- -------------- ------------- ---------------
                                                                                
Initial Balance....  $50,559,000.00 $48,883,000.00 $4,948,000.00 $106,603,000.00
April 25, 1999.....   50,559,000.00  48,883,000.00  4,948,000.00  106,169,360.20
May 25, 1999.......   50,559,000.00  48,883,000.00  4,948,000.00  105,637,380.91
June 25, 1999......   50,559,000.00  48,883,000.00  4,948,000.00  105,007,261.14
July 25, 1999......   50,559,000.00  48,883,000.00  4,948,000.00  104,279,231.26
August 25, 1999....   50,559,000.00  48,883,000.00  4,948,000.00  103,453,646.23
September 25,                                                                   
 1999..............   50,559,000.00  48,883,000.00  4,948,000.00  102,530,985.89
October 25, 1999...   50,559,000.00  48,883,000.00  4,948,000.00  101,511,855.01
November 25, 1999..   50,559,000.00  48,883,000.00  4,948,000.00  100,396,983.08
December 25, 1999..   50,559,000.00  48,883,000.00  4,948,000.00   99,187,223.82
January 25, 2000...   50,559,000.00  48,883,000.00  4,948,000.00   97,883,554.42
February 25, 2000..   50,559,000.00  48,883,000.00  4,948,000.00   96,487,074.56
March 25, 2000.....   49,750,691.51  48,883,000.00  4,948,000.00   95,807,313.58
April 25, 2000.....   48,895,749.35  48,883,000.00  4,948,000.00   95,083,937.13
May 25, 2000.......   47,994,599.59  48,883,000.00  4,948,000.00   94,317,977.45
June 25, 2000......   47,047,698.20  48,883,000.00  4,948,000.00   93,510,552.61
July 25, 2000......   46,055,530.80  48,883,000.00  4,948,000.00   92,662,864.44
August 25, 2000....   45,018,612.20  48,883,000.00  4,948,000.00   91,776,196.38
September 25,                                                                   
 2000..............   43,937,486.00  48,883,000.00  4,948,000.00   90,851,911.04
October 25, 2000...   42,812,724.16  48,883,000.00  4,948,000.00   89,891,447.53
November 25, 2000..   41,644,926.50  48,883,000.00  4,948,000.00   88,896,318.65
December 25, 2000..   40,434,720.21  48,883,000.00  4,948,000.00   87,868,107.77
January 25, 2001...   39,182,759.26  48,883,000.00  4,948,000.00   86,808,465.68
February 25, 2001..   37,889,723.89  48,883,000.00  4,948,000.00   85,719,107.04
March 25, 2001.....   36,556,319.97  48,883,000.00  4,948,000.00   84,601,806.86
April 25, 2001.....   35,183,278.38  48,883,000.00  4,948,000.00   83,458,396.64
May 25, 2001.......   33,771,354.35  48,883,000.00  4,948,000.00   82,290,760.48
June 25, 2001......   32,321,326.79  48,883,000.00  4,948,000.00   81,100,830.94
July 25, 2001......   30,833,997.56  48,883,000.00  4,948,000.00   79,890,584.86
August 25, 2001....   29,310,190.74  48,883,000.00  4,948,000.00   78,662,038.97
September 25,                                                                   
 2001..............   27,796,469.48  48,883,000.00  4,948,000.00   77,460,633.38
October 25, 2001...   26,292,769.06  48,883,000.00  4,948,000.00   76,285,915.58
November 25, 2001..   24,799,025.18  48,883,000.00  4,948,000.00   75,137,439.64
December 25, 2001..   23,315,173.97  48,883,000.00  4,948,000.00   74,014,766.10