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 

Document Table of Contents

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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                                                                    

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

.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.