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PricewaterhouseCoopers LLP
2001 Ross Avenue, Suite 1800
Dallas TX 75201-2997
Telephone (214) 754 7900

Independent Accountant's Report

To Banc One Mortgage Capital Markets, LLC:

We have examined management's  assertion about Banc One Mortgage Capital Markets
LLC's ("BOMCM'")  compliance with the minimum servicing standards  identified in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage  Bankers  ("USAP") (except for commercial loan and multifamily loan
servicing for which minimum servicing  standards V.4 and VI. 1, are inapplicable
to such servicing  according to the Mortgage Bankers  Association) as of and for
the year  ended  December  31,  1998  included  in the  accompanying  management
assertion.  Management is responsible for BOMCM's  compliance 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 BOMCM'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 BOMCM's compliance with the minimum servicing standards.

In  our  opinion,   management's   assertion   that  BOMCM   complied  with  the
aforementioned minimum servicing standards as of and for the year ended December
31, 1998 is fairly stated, in all material respects.


Dallas, Texas
February 22, 1999