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.:   333-44593-05

             Salomon Brothers Mortgage Securities VII, Inc.
                        Asset Backed Certificates
                       Series  1998-AQ1      Trust
        (Exact name of registrant as specified in its charter)



New York                             52-2107852, 52-2107845
(State or other jurisdiction     (I.R.S. Employer
 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
Salomon Brothers Mortgage  Securities VII, Inc. Asset Backed Certificates Series
1998-AQ1 Trust established  pursuant to a Pooling and Servicing  Agreement among
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC. as Depositor, AMERIQUEST MORTGAGE
COMPANY as Master Servicer, and NORWEST BANK MINNESOTA,  NATIONAL ASSOCIATION as
Trustee,  pursuant to which the Salomon Brothers  Mortgage  Securities VII, Inc.
Asset Backed  Certificates Series 1998-AQ1 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)   Ameriquest Mortgage <F1>

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

                     a)   Ameriquest Mortgage <F1>

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

                     a)   Ameriquest Mortgage <F1>

              (99.4) Aggregate Statement of Principal and
                     Interest Distributions to Certificate
                     Holders. <F2>

            (b)  On  October 7, 1998, November 10, 1998, and
                 December 4, 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>  Previously filed.



                           SIGNATURE

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:

Salomon Brothers Mortgage Securities VII, Inc.
Asset Backed Certificates
Series  1998-AQ1 Trust

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

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

Dated:  December 15, 1999

Exhibits
Exhibit No.1

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

                     a)   Ameriquest Mortgage <F1>

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

                     a)   Ameriquest Mortgage <F1>

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

                     a)   Ameriquest Mortgage <F1>

99.4 Aggregate Statement of Principal and Interest  Distributions to Certificate
     Holders. <F2>


<F1>  Filed herewith.

<F2>  Previously filed.