Exhibit 4.12



Exhibit 4.12



ADMINISTRATION AGREEMENT


          
     THIS ADMINISTRATION AGREEMENT, dated as
of December 22, 2000 (this "Agreement"), by and among DELTA FUNDING RESIDUAL
HOLDING TRUST 2000-1, a Delaware business trust (the "Trust"), DELTA FUNDING
CORPORATION, a New York corporation ("Delta Funding"), as administrator of the
Trust under this Agreement (in such capacity, an "Administrator") and U.S. BANK
TRUST NATIONAL ASSOCIATION, a national banking association incorporated under
the laws of the United States, ("U.S. Bank") (the "Bank"), as administrator of
the Trust under this Agreement (in such capacity, an "Administrator" and
together with Delta Funding, the "Administrators").


W I T N E S S E T H:

               WHEREAS, the Trust is a business trust under the Delaware Business Trust Act (12
Del.C.ss.3801 et seq.) created pursuant to a Deposit Trust Agreement, dated as
of December 19, 2000 (the "Trust Agreement"), between DF Special Holdings
Corporation, a Delaware corporation, as depositor (in such capacity, the
"Depositor"), and Wilmington Trust Company, as owner trustee (the "Owner
Trustee");


               WHEREAS,  the Owner Trust  Certificates are being issued pursuant to the Trust Agreement and will
represent the ownership of the beneficial interests in the Trust;


               WHEREAS,  the Trust desires to have each  Administrator  perform  certain duties of the Trust and
the Owner Trustee under the Operative Agreements; and


               WHEREAS,  each  Administrator  has the  capacity to provide the services  required  hereby and is
willing to perform such services for the Trust and the Owner Trustee on the terms set forth herein.


               NOW,  THEREFORE,  in consideration of the mutual covenants  contained herein,  and other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:


               Section 1. Definitions.  Capitalized  terms used but not  otherwise  defined  herein shall have the
respective meanings assigned thereto in the Trust Agreement as in effect on the date hereof.


               Section 2. Duties of the Administrators.


                              (a)     Duties with Respect to the Operative
Agreements.


	 
	               (i)     The  Administrator  shall  perform  such  calculations  and shall  prepare  for
 execution by the Trust, the Owner Trustee or the  Certificateholders  or shall cause the  preparation  by
 other appropriate Persons of all such documents,  reports,  filings (including tax filings),  instruments,
 certificates  and opinions and take such action as it shall be the duty of the Trust or the Owner  Trustee
 to  prepare,  file,  deliver or take  pursuant  to the Trust  Agreement,  including,  without  limitation,
 pursuant  to the  following  sections  of the Trust  Agreement:  Sections  4.2 (with  respect to the final
 payment on the Owner Trust  Certificates),  4.3 (with respect to statements  to  Certificateholders),  and
 12.1 (with respect to transfers of Owner Trust  Certificates).  In accordance  with the  directions of the
 Trust or the Owner Trustee,  the Administrator  shall administer,  perform or supervise the performance of
 such other  activities  in  connection  with the  Operative  Agreements  as are not  covered by any of the
 foregoing  provisions and as are expressly  requested by the Trust or the Owner Trustee in writing and are
 reasonably  within the capability of the  Administrator.  In addition,  the Owner Trustee on behalf of the
 Trust retains the right to give instructions and directions to the  Administrators  with respect to all of
 the foregoing  provisions and the  Administrators  shall follow any such directions or instructions of the
 Owner Trustee.  The Owner Trustee agrees to provide promptly to the  Administrator  any information in its
 possession  requested  by the  Administrator  or  necessary  for the  Administrator  to perform its duties
 hereunder.






	 
	          
               (ii)     U.S.
Bank, as Administrator, shall prepare Uniform Commercial Code filings required
by the Trust and any continuation statements for execution by the Owner Trustee
and shall timely file with the appropriate jurisdictions and record such
continuation statements.






	 
	          
               (iii)     The
Administrator shall be responsible for promptly notifying the Owner Trustee in
the event that any withholding tax is imposed on the Trust's payments (or
allocations of income) to a Certificateholder. Any such notice shall be in
writing and specify the amount of any withholding tax required to be withheld by
the Owner Trustee pursuant to such provision.






	 
	          
               (iv)     So
long as Delta Funding is an Administrator, Delta Funding shall perform the
obligations in this subsection (a) (i) and (iii), provided however that the
Owner Trustee only, and not Delta Funding, shall at all times have custody of
all Trust Account Property and of the Trust Estate, and that Delta Funding shall
not administer any of the Trust Accounts or any payments or transfers out of the
Trust Accounts or the Trust Estate.






          
          
          
(b)     Performance of Duties.


	 
	          
               (i)    In carrying
out its duties hereunder each Administrator may enter into transactions or
otherwise deal with any of its Affiliates; provided, however, that
the terms of any such transactions or dealings shall be in accordance with any
written directions received from the Owner Trustee and shall be, in the
applicable Administrator's opinion, no less favorable to the Trust than would be
available from unaffiliated parties.






	 
	          
               (ii)    In carrying
out any of its obligations under this Agreement, each Administrator may act
either directly or through agents, attorneys, accountants, independent
contractors and auditors and enter into agreements with any of them. Neither
Administrator shall be responsible for the actions of any such Persons appointed
with due care.






          
          
          (c)     Non-Ministerial Matters.


	 
	

             
  (i)    Notwithstanding anything to the contrary
herein, with respect to matters that in the reasonable judgment of the
applicable Administrator are non-ministerial, such Administrator shall not be
under any obligation to take any action, and in any event shall not take any
action.






	 
	          
               (ii)    
Notwithstanding anything to the contrary in this Agreement, neither
Administrator shall be obligated to, and shall not, take any action that the
Owner Trustee directs in writing that such Administrator not to take on its
behalf or on behalf of the Trust.






          
          
          
(d)     Additional Information to be Furnished to
the Owner Trustee.   Each Administrator shall furnish to the
Owner Trustee from time to time such additional information in such
Administrator's possession regarding the Trust or the Trust Agreement as the
Owner Trustee shall reasonably request.


            
   Section 3. Records. Each Administrator shall maintain
appropriate books of account and records relating to the Trust and the services
performed hereunder, which books of account and records shall be accessible for
inspection by the Trust and the Depositor at any time during normal business
hours.


            
   Section 4. Compensation. U.S. Bank Trust
National Association will be compensated as set forth in that certain letter
agreement, dated August 25, 2000, by and among U.S. Bank and Delta Financial
Corporation.


            
   Section 5. Independence of the Administrators. For all
purposes of this Agreement, each Administrator shall
be an independent contractor and shall not be subject to the supervision of the
Trust or the Owner Trustee with respect to the manner in which it accomplishes
the performance of its obligations hereunder. Unless expressly set forth herein
or otherwise authorized by the Trust, neither Administrator shall have any
authority to act for or represent the Trust or the Owner Trustee in any way and
shall not otherwise be deemed an agent of the Trust or the Owner Trustee.



            
   Section 6. No Joint Venture. Nothing
contained in this Agreement (i) shall constitute either Administrator and the
Trust, the Owner Trustee or the Depositor as members of any partnership, joint
venture, association, syndicate, unincorporated business or other separate
entity, (ii) shall be construed to impose any liability as such on any of them
or (iii) shall be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the others.



            
   Section 7. Other Activities of the Administrators. Nothing herein shall prevent
either Administrator or its Affiliates from engaging in other businesses or, in
its sole discretion, from acting in a similar capacity as an administrator for
any other Person even though such Person may engage in business activities
similar to those of the Trust or the Owner Trustee. 


            
   Section 8.     Term of Agreement; Resignation and
Removal of Administrators.


            
   (a)     This Agreement
shall continue in force until the termination of the Trust, upon which event
this Agreement shall automatically terminate.


            
   (b)     Subject to Section
8(f), U.S. Bank shall not be permitted to resign from the obligations and duties
hereby imposed on it, except either:


            
             
     (i) upon the determination that such obligations
and duties hereunder are no longer permissible under applicable law or are in
material conflict by reason of applicable law with any other activities carried
on by it; or


            
            
      (ii) at any time it ceases for any reason
whatsoever to perform its obligations as Trustee under the Indenture, in which
case U.S. Bank must resign as Administrator hereunder. 


            
   Any determination permitting the resignation of U.S. Bank
under clause (i) above shall be evidenced by an opinion of counsel to such
effect delivered to the Trust; provided, however, that U.S. Bank
may resign from its obligations as an Administrator hereunder at any time that
it determines in its sole discretion that events have occurred which create a
conflict between its duties hereunder and its duties as Trustee under the
Indenture, any such determination to be evidenced by an officers’
certificate of U.S. Bank to such effect. 


            
   (c)     Subject to Section 8(f),
Delta Funding shall not resign from the obligations and duties hereby imposed on
it except upon the determination that its duties hereunder are no longer
permissible under applicable law. Any such determination pursuant to the
preceding sentence permitting the resignation of Delta Funding shall be
evidenced by an opinion of counsel to such effect obtained at the expense of
Delta Funding and delivered to the Trust and the Collateral Agent.


            
   (d)     Subject to Section 8(f) of
this Agreement, the Trust may remove either Administrator without cause by
providing such Administrator with at least 30 days' prior written notice.


            
   (e)     Subject to Section 8(f) of
this Agreement, at the sole option of the Trust, either Administrator may be
removed immediately upon written notice of termination from the Trust to such
Administrator if any of the following events shall occur:


	 
	          
     (i)     the Administrator shall
default in the performance of any of its duties under this Agreement and, after
notice of such default, shall not cure such default within ten days (or, if such
default cannot be cured in such time, shall not give within ten days such
assurance of cure as shall be reasonably satisfactory to the Trust);






	 
	          
     (ii)     a court having
jurisdiction in the premises shall (x) enter a decree or order for relief in
respect of the Administrator in any involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect or (y)
appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official for the Administrator or any substantial part of its property
or (z) order the winding-up or liquidation of the Administrator's affairs;
or






	 
	
             
  (iii)     the Administrator shall commence
a voluntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, shall consent to the entry of an order for
relief in an involuntary case under any such law, or shall consent to the
appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official for the Administrator or any substantial part
of its property, shall consent to the taking of possession by any such official
of any substantial part of its property, shall make any general assignment for
the benefit of creditors or shall fail generally to pay its debts as they become
due; or






	 
	          
     (iv)     In the case of
Delta Funding, if in the reasonable business judgment of the Owner Trustee,
Delta Funding is unable or unwilling to carry out its obligations as
Administrator under this Agreement.






            
   Each Administrator agrees that if any of the events specified
in clauses (ii) or (iii) of this Section shall occur, it shall give written
notice thereof to the Trust, the Owner Trustee, and the other Administrator
within one day after the happening of such event.


            
   (f) No resignation or removal of U.S. Bank pursuant to this
Section shall be effective until (i) a successor Administrator shall have been
appointed by Delta Funding (with the consent of the Owner Trustee which consent
shall not be unreasonably withheld and, so long as the Notes are outstanding,
the consent of the Collateral Agent) and (ii) such successor Administrator shall
have agreed in writing to be bound by the terms of this Agreement in the same
manner as the Administrator is bound hereunder.


          
     No resignation or removal of Delta Funding
pursuant to this Section shall be effective until U.S. Bank (or any successor to
U.S. Bank as an Administrator hereunder) has assumed Delta Funding’s duties
as a successor Administrator pursuant to the terms of this Agreement as set
forth below. In furtherance of the foregoing, on and after the time Delta
Funding resigns or receives notice of removal under this Agreement, U.S. Bank
(or any successor to U.S. Bank as an Administrator hereunder) shall be the
successor in all respects to Delta Funding in its capacity as an Administrator
under this Agreement and shall be subject to all the responsibilities and duties
relating thereto and arising thereafter by the terms and provisions hereof.



          
     Section 9. Action upon Termination, Resignation
or Removal. Promptly upon the effective date of termination of this
Agreement pursuant to Section 8(a) of this Agreement or the resignation or
removal of either Administrator pursuant to Section 8(b), 8(c), 8(d) or 8(e) of
this Agreement, respectively, the Administrators, in the case of termination of
this Agreement pursuant to Section 8(a), or the related Administrator, in the
case of resignation or removal of such Administrator pursuant to Section 8(b),
8(c), 8(d) or 8(e) shall be entitled to be paid all reimbursable expenses
accruing to it to the date of such termination, resignation or removal. Each
Administrator shall forthwith upon such termination pursuant to Section 8(a) of
this Agreement deliver to the Trust all property and documents of or relating to
the Owner Trust Certificates or the Trust Estate then in the custody of the
Administrator. In the event of the resignation or removal of either
Administrator pursuant to Section 8(b), 8(c), 8(d) or 8(e) of this Agreement,
such Administrator shall cooperate with the Trust and take all reasonable steps
requested to assist the Trust in making an orderly transfer of the duties of
such Administrator. 


          
     Section 10. Notices. Any notice, report or
other communication given hereunder shall be in writing and addressed as
follows: (a) in the case of the Trust or the Owner Trustee, Wilmington Trust
Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890, Attention: Corporate Trust Administration, (b) in the case of Delta
Funding, 1000 Woodbury Road, Woodbury, New York 11797 Attention: Marc Miller,
General Counsel; and (c) in the case of U.S. Bank 100 Wall Street,
16th Floor, New York, NY 10005, Attention: Amy S. Roberts, Vice
President; or as to each such Person such other address as any such party shall
have provided to the other parties in writing. Any notice required to be in
writing hereunder shall be deemed given if such notice is mailed by certified
mail, postage prepaid, or hand-delivered to the address of such party as
provided above. 


          
     Section 11. Amendments.


          
     This Agreement may be amended from time to time by
the parties hereto but only with the written consent of the Collateral Agent.



          
     Section 12. Successors and Assigns. This
Agreement may not be assigned by either Administrator unless such assignment is
previously consented to in writing by the Trust and, so long as the Notes are
outstanding, the consent of the Collateral Agent. An assignment with such
consent, if accepted by the assignee, shall bind the assignee hereunder in the
same manner as the applicable Administrator is bound hereunder. Notwithstanding
the foregoing, this Agreement may be assigned by either Administrator without
the consent of the Trust or the Owner Trustee to a corporation or other
organization that is a successor (by merger, consolidation or purchase of
assets) to the business of the Administrator; provided, however,
that such successor organization executes and delivers to the Trust and the
Owner Trustee an agreement in which such corporation or other organization
agrees to be bound hereunder by the terms of said assignment in the same manner
as such Administrator is bound hereunder. Subject to the foregoing, this
Agreement shall bind any successors or assigns of such parties hereto.



          
     Section 13.    Governing
Law.    THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS. 


          
     Section 14.    
Headings.     The section headings hereof have been
inserted for convenience of reference only and shall not be construed to affect
the meaning, construction or effect of this Agreement.


          
     Section 15. Counterparts. This Agreement
may be executed in counterparts, each of which when so executed shall together
constitute but one and the same agreement.


          
     Section 16. Severability. Any provision of
this Agreement that is prohibited or unenforceable in any jurisdiction shall be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. 


          
     Section 17. Limitation of Liability.


          
     Notwithstanding anything contained herein to the
contrary, this instrument has been executed by Wilmington Trust Company not in
its individual capacity but solely in its capacity as Owner Trustee of the Trust
and in no event shall Wilmington Trust Company in its individual capacity have
any liability for the representations, warranties, covenants, agreements or
other obligations of the Trust hereunder, as to all of which recourse shall be
had solely to the assets of the Trust. 






             
   IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed and delivered as of the day and year first above written.


	 
	
DELTA FUNDING RESIDUAL HOLDING

TRUST 2000-1,





By:   WILMINGTON TRUST COMPANY,

          not in its individual capacity

          but solely as Owner Trustee





By:                                         
    
       

      Name:

      Title:








	 
	U.S. BANK TRUST NATIONAL ASSOCIATION,

  as Administrator





By:                                         
    
       

      Name:

      Title:








	 
	DELTA FUNDING CORPORATION,

  as Administrator





By:                                         
    
       

      Name:

      Title: