KPMG Peat Marwick LLP


Suite 2800
Two First Union Center
Charlotte, NC 28282-8290



                        Independent Accountants' Report



The Board of Directors
First Union National Bank of North Carolina:



We have examined management's assertion about First Union National Bank of North
Carolina Master Servicing  Division's (the Company)  compliance with the minimum
servicing standards  identified in the Mortgage Bankers Association of America's
UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS (the USAP) as of and for
the year  ended  December  31,  1996  included  in the  accompanying  management
assertion.  In as much as the Company does not service the loans  underlying the
master  servicing  directly,   our  procedures  relative  to  minimum  servicing
standards I.4., II.1, II.2., II.3., II.4., III.2., III.3., III.4., III.6., V.1.,
V.2., V.3., V.4., and VI.1. of the USAP, involved obtaining and reading the most
recently available reports from the primary servicers' independent auditors. Our
opinion as expressed  herein,  insofar as it relates to such  minimum  servicing
standards performed by such primary servicers,  is based solely upon the reports
of the  respective  independent  auditors.  Management  is  responsible  for the
Company's compliance with those minimum servicing standards.  Our responsibility
is  to  express  an  opinion  on  management's  assertion  about  the  Company'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 Company's  compliance  with the
minimum  servicing   standards  and  performing  such  other  procedures  as  we
considered  necessary  in the  circumstances.  We believe  that our  examination
provides a reasonable basis for our opinion.  Our examination does not provide a
legal  determination  on the  Company's  compliance  with the minimum  servicing
standards.

In our opinion,  management's  assertion that,  except for  noncompliance by the
Company  relating  to  custodial  bank  account   reconciliations   and  various
noncompliance  with  minimum  servicing  standards  by certain  of it's  primary
servicers noted from reading other independent  auditors'  reports,  the Company
complied with the aforementioned  minimum servicing  standards as of and for the
year ended December 31, 1996, is fairly stated, in all material respects.



                                                        /s/KPMG Peat Marwick LLP


April 28, 1997



          Member Firm of
          KPMG International