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.:   333-21263-24

                      Norwest Asset Securities Corporation
                       Mortgage Pass-Through Certificates
                               Series 1998-3 Trust
             (Exact name of registrant as specified in its charter)



New York                          52-2084068
(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
Norwest Asset Securities  Corporation Mortgage Pass-Through  Certificates Series
1998-3 Trust established pursuant to a Pooling and Servicing Agreement Agreement
among NORWEST ASSET SECURITIES  CORPORATION (Seller) and NORWEST BANK MINNESOTA,
NATIONAL  ASSOCIATION  (Master  Servicer) and UNITED STATES TRUST COMPANY OF NEW
YORK (Trustee) and FIRST UNION NATIONAL BANK (Trust Administrator),  pursuant to
which  the  Norwest   Asset   Securities   Corporation   Mortgage   Pass-Through
Certificates  Series 1998-3 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)   FARMERS STATE BANK & TRUST CO <F1>
                     b)   FIRST UNION MTG CORP <F1>
                     c)   FT MTG COMPANIES <F1>
                     d)   HUNTINGTON MTG CO <F1>
                     e)   NORWEST MTG INC <F1>
                     f)   PLYMOUTH SAVINGS BANK <F1>
                     g)   STAR BANK NA <F1>
                     h)   SUN TRUST MTG INC <F1>

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

                     a)   FARMERS STATE BANK & TRUST CO <F1>
                     b)   FIRST UNION MTG CORP <F1>
                     c)   FT MTG COMPANIES <F1>
                     d)   HUNTINGTON MTG CO <F1>
                     e)   NORWEST MTG INC <F1>
                     f)   PLYMOUTH SAVINGS BANK <F1>
                     g)   STAR BANK NA <F1>
                     h)   SUN TRUST MTG INC <F1>

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

                     a)   FARMERS STATE BANK & TRUST CO <F1>
                     b)   FIRST UNION MTG CORP <F1>
                     c)   FT MTG COMPANIES <F1>
                     d)   HUNTINGTON MTG CO <F1>
                     e)   NORWEST MTG INC <F1>
                     f)   PLYMOUTH SAVINGS BANK <F1>
                     g)   STAR BANK NA <F2>
                     h)   SUN TRUST MTG INC <F1>

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

            (b)  On  October 6, 1998, November 10, 1998, and
                 December 8, 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.<F3>

            (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.

                           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:

Norwest Asset Securities Corporation
Mortgage Pass-Through Certificates
Series  1998-3 Trust

Signed:   Norwest Bank Minnesota, N.A., as Master Servicer

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

Dated:  December 15, 1999



Exhibits

Exhibit No.

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

                     a)   FARMERS STATE BANK & TRUST CO <F1>
                     b)   FIRST UNION MTG CORP <F1>
                     c)   FT MTG COMPANIES <F1>
                     d)   HUNTINGTON MTG CO <F1>
                     e)   NORWEST MTG INC <F1>
                     f)   PLYMOUTH SAVINGS BANK <F1>
                     g)   STAR BANK NA <F1>
                     h)   SUN TRUST MTG INC <F1>

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

                     a)   FARMERS STATE BANK & TRUST CO <F1>
                     b)   FIRST UNION MTG CORP <F1>
                     c)   FT MTG COMPANIES <F1>
                     d)   HUNTINGTON MTG CO <F1>
                     e)   NORWEST MTG INC <F1>
                     f)   PLYMOUTH SAVINGS BANK <F1>
                     g)   STAR BANK NA <F1>
                     h)   SUN TRUST MTG INC <F1>

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

                     a)   FARMERS STATE BANK & TRUST CO <F1>
                     b)   FIRST UNION MTG CORP <F1>
                     c)   FT MTG COMPANIES <F1>
                     d)   HUNTINGTON MTG CO <F1>
                     e)   NORWEST MTG INC <F1>
                     f)   PLYMOUTH SAVINGS BANK <F1>
                     g)   STAR BANK NA <F2>
                     h)   SUN TRUST MTG INC <F1>

(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.