Chase Manhattan Home Equity Loan Trust 1995-1 · 8-K · For 7/23/97 · EX-20.2

Filed On 7/23/97   ·   SEC File 33-93570-02   ·   Accession Number 1036821-97-21

Current Report   ·   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K Dated 7/23/97                                 4     12K 
 2: EX-20.1     Officer's Certificate                                  2     12K 
 3: EX-20.2     Report of Independent Accountants                      3     17K 

EX-20.2   ·   Report of Independent Accountants

EX-20.2
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                                                             EX-20.2
                                                             -------

 REPORT OF INDEPENDENT ACCOUNTANTS

[LETTERHEAD OF PRICE WATERHOUSE LLP]

 Report of Independent Accountants

April 18, 1997                                                                  

To the Board of Directors of                                                    
The Chase Manhattan Bank                                                        

                  We have examined  management's  assertion about the compliance
of The Chase Manhattan  Bank,  Home Equity  Services line of business  ("CMHES")
with  the  minimum  servicing  standards  identified  in  the  Mortgage  Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
("USAP"),  as those  standards are applicable to CMHES,  as of December 31, 1996
included in the accompanying Management Assertion (see Exhibit I). Management is
responsible for the compliance of CMHES with those minimum servicing  standards.
Our responsibility is to express an opinion on management's  assertion about the
entity's compliance based on our examination.                                   

                  Our   examination   was  made  in  accordance  with  standards
established  by the  American  Institute of Certified  Public  Accountants  and,
accordingly,  included examining, on a test basis, evidence about the compliance
of CMHES  with  the  minimum  servicing  standards  and  performing  such  other
procedures as we considered necessary in the circumstances. Our examination does
not provide a legal  determination  on the  compliance of CMHES with the minimum
servicing  standards.  We understand that compliance with the minimum  servicing
standards  referred to above are  required by the Pooling & Servicing  Agreement
dated  September  21,  1995,  however we make no  representation  regarding  the
sufficiency of the minimum servicing  standards either for the purpose for which
this report has been requested or any other purpose.                            

                  In our opinion, management's assertion that CMHES has complied
with the minimum standards mentioned above, as those standards are applicable to
CMHES, as of December 31, 1996 is fairly stated, in all material respects.      

                  We have been informed by management that the minimum servicing
standards  mentioned  above,  requiring  custodial  accounts  to be  reconciled,
custodial  bank  accounts  to  be  held  at  a  federally   insured   depository
institution,  and mortgage payments to be deposited into custodial bank accounts
and related bank clearing accounts within two business days of receipt,  are not
applicable to CMHES since the Pooling and Servicing  Agreement  mentioned  above
does not require  custodial  accounts.  We have also been informed by management
that the provisions per the minimum servicing standards mentioned above relating
to escrow accounts are not applicable since no escrow accounts exist.           

                  This  report is  intended  solely  for the use of the Board of
Directors and management of the Chase Manhattan Bank, MBIA Insurance Corporation
as Insurer and Bank One,  Columbus,  N.A., as Trustee for the Trust,  and should
not be used for any other purpose,  except that copies may be distributed by the
Trustees to the  Certificateholders,  Standard & Poor's  Corporation and Moody's
Investor Service, Inc.                                                          

/S/   Price Waterhouse LLP                                                      

EX-20.2
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[LETTERHEAD OF THE CHASE MANHATTAN BANK]

MANAGEMENT REPRESENTATION LETTER

April 18, 1997                                                                  

Price Waterhouse LLP                                                            
1177 Avenue of the Americas                                                     
New York, New York 10036                                                        

Ladies and Gentlemen:                                                           

         In connection  with your  examination  of our assertion  that The Chase
Manhattan Bank Home Equity Services line of Business ("CMHES") complied with the
minimum  servicing  standards in the Mortgage  Banker  Association  of America's
Uniform  Single  Attestation  Program for Mortgage  Bankers  ("USAP"),  as those
standards are  applicable to CMHES,  for the period ended  December 31, 1996, we
recognize that  obtaining  representations  from us concerning  the  information
contained in this letter is a  significant  procedure in enabling you to express
an opinion on management's assertion about compliance with the minimum servicing
standards. Accordingly, we make the following representations, which are true to
the best of our knowledge and belief in all material respects;                  

      1.       We are responsible for complying with the minimum servicing
standards in the USAP, as those standards are applicable to CMHES.              

 2.       We are responsible for establishing and maintaining an
effective internal control structure over compliance with the applicable        
minimum servicing standards.                                                    

         3. We have  performed  an  evaluation  of the  compliance  of The Chase
Manhattan Bank Home Equity Services line of business with the applicable minimum
servicing standards.                                                            

         4. For the year ended  December 31, 1996,  CMHES has complied  with the
applicable minimum servicing standards as they are applicable to CMHES.         

         5. For the year  ended  December  31,  1996,  CMHES has  fulfilled  all
obligations  under and has  serviced  the home  equity  line of credit  loans in
accordance with the terms of the Pooling and Servicing Agreement dated September
21, 1995 between The Chase  Manhattan Bank as Seller and Servicer,  and Bank One
Trust Company, N.A., as Trustee, related to the Revolving Home Equity Loan Asset
Backed Certificates Series 1995-1 (the "Pooling and Servicing Agreement").      

     6.       We have made available to you all documentation related to
compliance with the minimum servicing standards.                                

         7. We have  disclosed  any  communications  from  regulatory  agencies,
internal auditors,  and other practitioners  concerning  possible  noncompliance
with the minimum servicing standards,  including communications received between
December 31, 1996 and April 18, 1997.                                           

  8.       There are no instances of known noncompliance occurring
subsequent to December 31, 1996.                                                

         9. There are no escrow  accounts  related to home equity line of credit
loans.  All credit life payments related to home equity line of credit loans are
paid on a timely basis and Chase advances funds for payment if such payments are
not received from mortgagors.                                                   

        10.      There are no checks used for disbursements to investors or on
behalf of mortgagors.                                                           

EX-20.2
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         11. There are no custodial  bank  accounts  maintained  with respect to
payments  received on home  equity  line of credit  loans,  as  permitted  under
Section 2.05(d) of the Pooling and Servicing Agreement. Payment received on home
equity  line of credit  loans are  handled in  accordance  with the terms of the
Pooling and Servicing Agreement.                                                

         12. The Chase  Manhattan  Bank had in effect  fidelity bonds and errors
and  omissions   policies  in  the  amount  of  $200,000,000   and  $25,000,000,
respectively, as of December 31, 1996.                                          

      13.      There were no disputes, with regard to balances relating to
the period ended December 31, 1996, that are still unresolved.                  

/S/    Ms. Lois B. Deming                                                       
Senior Vice President                                             
Chase Manhattan Home Equity Services                              

/S/    Ms. Marjorie A. Nau                                                      
Vice President                                                    
Chase Manhattan Home Equity Services                              

/S/    Mr. Glen M. Krouse                                                       
Chief Financial Officer                                           
Chase Manhattan Home Equity Services                              

/S/    Mr. William J. Murray                                                    
Controller                                                        
Chase Manhattan Home Equity Services                              

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-K Filing		Date		First		Last			Other Filings
		9/21/95		1		2
		12/31/96		1		3			10-K
		4/18/97		1		2
Filed On / Filed As Of / For The Period Ended		7/23/97
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