SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                   FORM 10-K/A
                                 Amendment No.1
(Mark One)

/ x / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
      THE SECURITIES EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 1998 or

/   / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934


      Commission File No.:   333-48943

            First Union-Lehman Brothers-Bank of America
                 Mortgage Pass-Through Certificates
                    Series  1998-C02      Trust
        (Exact name of registrant as specified in its charter)



New York                             52-6929147, 52-2107968, 52-2107969
(State or other jurisdiction     (I.R.S. Employer            52-2107970
 of incorporation or              Identification  No.)
 organization)

c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland                            21044
(Address of principal executive offices)     (ZIP Code)


Registrant's telephone number, including area code:
     (410) 884-2000

Securities to be registered pursuant to Section 12(b)
of the Act:

     NONE

Securities to be registered pursuant to Section 12(g)
of the Act:

     NONE

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

     Yes   X          No ___


This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual Report
on Form 10-K (the  "Original  Form 10-K") filed on March 25, 1999,  on behalf of
First Union-Lehman  Brothers-Bank of America Mortgage Pass-Through  Certificates
Series 1998-C02 Trust established  pursuant to a Pooling and Servicing Agreement
among First Union Commercial Mortgage  Securities,  Inc, Depositor,  First Union
National Bank, Master Servicer and Norwest Bank Minnesota, National Association,
Trustee,  pursuant  to which the First  Union-Lehman  Brothers-Bank  of  America
Mortgage  Pass-Through  Certificates  Series 1998-C02 Trust registered under the
Securities Act of 1933 (the "Certificates") were issued.

Item 14 of the Original Form 10-K is amended to read in its entirety as follows:


Item 14.  Exhibits, Financial Statement Schedules, and Reports
          on Form 8-K.

          (a) Exhibits

              (99.1) Annual Independent Accountants' Servicing
                     Reports concerning servicing activities for
                     the year ended December 31, 1998.

                     a)  First Union, as Servicer <F1>
                     b)  ORIX Real Estate Capital (Banc One),
                         as Special Servicer <F1>


              (99.2) Report of Management as to Compliance with
                     Minimum Servicing Standards for the year
                     ended December 31, 1998.

                     a)  First Union, as Servicer <F1>
                     b)  ORIX Real Estate Capital (Banc One),
                         as Special Servicer <F1>

              (99.3) Annual Statements of Compliance under the
                     Pooling and Servicing Agreements for the
                     year ended December 31, 1998.

                     a)  First Union, as Servicer <F1>
                     b)  ORIX Real Estate Capital (Banc One),
                         as Special Servicer <F2>


              (99.4) Aggregate Statement of Principal and
                     Interest Distributions to Certificate
                     Holders. <F3>

            (b)  On  October 01, 1998, October 26, 1998, and
                 December 02, 1998, reports on Form 8-K were filed
                 by the Company in order to provide the
                 statements for the monthly distributions to
                 holders of the Certificates.  No other reports on
                 Form 8-K have been filed during the last quarter
                 of the period covered by this report.

            (c)  Not applicable.

            (d)  Omitted.

<F1>  Filed herewith.
<F2>  Such document (i) is not filed herewith since such document
      was not received by the reporting person at least three business
      days prior to the due date covered by this report:  and (ii) will
      be included in an amendment to this report on Form 10-K/A to be
      filed within 30 days of the Reporting Person's receipt of such
      document.
<F3>  Previously filed.

                           SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized:

First Union-Lehman Brothers-Bank of America
Mortgage Pass-Through Certificates
Series 1998-C02 Trust

Signed:     Norwest Bank Minnesota, N.A., as Trustee

By:   Sherri Sharps,  Vice President
By:  /s/ Sherri Sharps, Vice President

Dated:  December 22, 1999




Exhibit Index

Exhibit No.

99.1      Annual Independent Accountants' Servicing Reports concerning servicing
          activities for the year ended December 31, 1998.

                     a)  First Union, as Servicer <F1>
                     b)  ORIX Real Estate Capital (Banc One),
                         as Special Servicer <F1>

99.2      Report of Management as to Compliance with Minimum Servicing Standards
          for the year ended December 31, 1998.

                     a)  First Union, as Servicer <F1>
                     b)  ORIX Real Estate Capital (Banc One),
                         as Special Servicer <F1>

99.3      Annual Statements of Compliance under the Pooling and Servicing
          Agreements for the year ended December 31, 1998.

                     a)  First Union, as Servicer <F1>
                     b)  ORIX Real Estate Capital (Banc One),
                         as Special Servicer <F2>

99.4      Aggregate Statement of Principal and Interest Distributions to
          Certificate Holders.<F3>

<F1>  Filed herewith.
<F2>  Such document (i) is not filed herewith since such document
      was not received by the reporting person at least three business
      days prior to the due date covered by this report:  and (ii) will
      be included in an amendment to this report on Form 10-K/A to be
      filed within 30 days of the Reporting Person's receipt of such
      document.
<F3>  Previously filed.