KPMG
1600 Market Street
Philadelphia, PA  19103-7212

                         Independent Accountants' Report

The Board of Directors
GE Capital Mortgage Services, Inc.:

We have examined  management's  assertion  about GE Capital  Mortgage  Services,
Inc.'s (the Company's) compliance with the minimum servicing standards set forth
in the Mortgage  Bankers  Association of America's  Uniform  Single  Attestation
Program for Mortgage  Bankers (USAP) for master serviced loans  (including those
serviced by the Company  pursuant to various  pooling and  servicing  agreements
relating to the Company's publicly rated  mortgage-backed  securities  program),
insofar as the assertion  relates to minimum  servicing  standards  I.1.,  I.2.,
I.3., III.1.,  III.5.,  IV.1., and VII.1., as of and for the year ended December
31, 1999,  included in the  accompanying  management  assertion.  Management  is
responsible for the Company's compliance with those minimum servicing standards.
Our responsibility is to express an opinion on management's  assertion,  insofar
as it relates to the above  mentioned  minimum  servicing  standards,  about the
Company's  compliance based on our  examination.  In as much as the Company does
not service  the loans  underlying  the master  servicing  directly,  we did not
examine the Company's  compliance with 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.  With respect to those loans not serviced,  our  procedures
consisted of 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  standards  performed  by such  primary
servicers,  is based  solely  upon the  reports  of the  respective  independent
auditors.

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 specified above 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 specified above.

In our opinion,  except for the  material  non-compliance  with various  minimum
servicing standards noted in our reading of other independent  auditors' reports
as discussed  above,  management's  assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1999, is fairly stated, in all material respects.

As discussed in management's  assertion,  the following material  non-compliance
occurred  at the  master  servicer's  primary  servicers  during  the year ended
December  31,  1999.  Several  reports  obtained  from  the  primary  servicers'
independent  auditors  contained  exceptions,  which in their opinion,  the USAP
required them to report. These exceptions are listed on the attached Schedule of
Findings.

This condition was considered in determining the nature,  timing,  and extent of
audit tests applied in our audit of the 1999 consolidated  financial statements,
and this  report  does not affect our report  dated  January  21,  2000 on those
consolidated financial statements.

/s/ KPMG LLP

January 28, 2000

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                 Schedule of Findings - Primary Servicers' USAP

We obtained 122 USAP reports from the primary  servicers'  independent  auditors
based on their independent review of the primary  servicers'  mortgage servicing
operations in accordance with the Uniform Single Attestation  Program (USAP) for
Mortgage  Bankers.  The  following  summarizes  the findings on the reports that
disclose exceptions:

Instances of exceptions with respect to: o Custodial Bank Accounts - ten primary
servicers o  Disbursements  - one primary  servicer o Investor  Accounting - one
primary servicer o Mortgagor Loan Accounting - two primary servicers o Insurance
Policies - one primary servicer

Where the Company is the primary  servicer,  a separate report was issued on the
review of the Company's  mortgage  servicing  operations in accordance  with the
USAP for Mortgage Bankers, which report is dated January 28, 2000.

<PAGE>
                                   GE Capital Mortgage Services, Inc.
                                   A unit of GE Capital Mortgage Corporation
                                   Three Executive Campus, PO Box 5260
                                   Cherry Hill, NJ  08034-0455
                                   856 661-6100, 800 257-7818

As of and for the year ended  December 31, 1999, GE Capital  Mortgage  Services,
Inc.  (the  Company)  has  complied in all  material  respects  with the minimum
servicing  standards  for master  servicers  set forth in the  Mortgage  Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
(USAP). With respect 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, the Company
relies on the performance of its primary servicers.  The Company had in effect a
fidelity bond and errors and omissions  policy in the amount of $120 million and
$20 million, respectively.

With  respect to the  Schedule  of Findings  related to the  primary  servicers'
USAP's,  where the Company acts as master servicer,  the Company responds in the
following manner:

1.  Custodial  Bank  Accounts:  Of the ten primary  servicers  with bank account
reconciliation  findings,  all have taken the  necessary  corrective  action and
therefore should avoid future findings.  Each of the primary servicers  provided
written  verification  that the bank accounts  involved did not include accounts
maintained for the Company.

2. Disbursements:  The one primary servicer with an escrow disbursement  finding
has taken the  necessary  corrective  action and  therefore  should avoid future
findings.  Such primary servicer provided written  verification that the finding
did not involve loans serviced for the Company.

3. Investor  Accounting:  The one primary  servicer with an investor  accounting
finding has taken the necessary  corrective  action and  therefore  should avoid
future findings.  Such primary servicer has provided written  verification  that
the finding did not involve loans serviced for the Company.

4.  Mortgage  Loan  Accounting:  Of the  two  primary  servicers  with  mortgage
accounting related findings, both have taken the necessary corrective action and
therefore  should  avoid  future  findings.  Each of the  primary  servicer  has
provided  written  verification  that the  findings  did not  involve  any loans
serviced for the Company.

5.  Insurance  Policies:  The one primary  servicer  with a mortgage  impairment
policy finding has taken the necessary  corrective  action and therefore  should
avoid future findings.  Such primary servicer provided written verification that
the finding did not involve loans serviced for the Company.

The Company  follows the following  procedures  in  connection  with the primary
servicers who had exceptions reported in their USAP's:

1. Investigate the USAP findings and obtain written  verification that the loans
serviced  for the Company are not affected by the  findings.  In the event it is
determined that such loans are so affected, the Company would pursue ways to put
corrective action plans and procedures in place.

2. Perform  annual due  diligence  reviews to validate  such  primary  servicers
continued  compliance  with the servicing  requirements  stated in the Company's
Seller's/Servicer's Guide.

3. Perform  monthly  primary  servicer  reviews of compliance with reporting and
remittance requirements.

4. In the event of continued  non-compliance  with  corrective  action plans and
procedures, seek termination of servicing rights, with cause.

/s/ Greg Gibson
--------------------------------
Greg Gibson
Senior Vice President, Servicing
GE Capital Mortgage Services, Inc.