Exhibit 99(a)(2)


                  Independent Auditors' Report on Management's
                      Assertion on Compliance with Minimum
                  Servicing Standards Set Forth in the Uniform
                 Single Attestation Program for Mortgage Bankers



The Board of Directors and Stockholder
  Of Midland Data Systems, Inc.
The Partners of Midland Loan Services, L.P.

We have examined management's assertion that Midland Data Systems, Inc. and
Midland Loan Services, L.P. (the Companies) complied with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's (MBA)
Uniform single Attestation program for Mortgage Bankers, except for commercial
loan and multifamily loan servicing, minimum servicing standards V.4 and VI.1.,
which the MBA has interpreted as inapplicable to such servicing during the year
ended December 31, 1997, included in the accompanying report titled Report of
Management. Management is responsible for the Companies' compliance with those
requirements. Our responsibility is to express an opinion on management's
assertion about the Companies' 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 the Companies' compliance with those
requirements 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
Companies' compliance with specified requirements.

In our opinion, management's assertion that the Companies complied with the
aforementioned requirements during the year ended December 31, 1997 is fairly
stated, in all material respects.

                                          /s/  Ernst & Young LLP

January 28, 1998


<PAGE>
                              Report of Management



We, as members of management of Midland Data Systems, Inc. and Midland Loan
Services, L.P. (the Companies), are responsible for complying with the minimum
servicing standards as set forth in the Mortgage Bankers Association of
America's (MBA) Uniform Single Attestation Program for Mortgage Bankers (USAP)
except, for commercial loan and multifamily loan servicing, minimum servicing
standards V.4. and VI.1., which the MBA has interpreted as inapplicable to such
servicing. We are also responsible for establishing and maintaining effective
internal control over compliance with these standards. We have performed an
evaluation of the Companies' compliance with the minimum servicing standards as
set forth in the USAP as of December 31, 1997 and for the year then ended. Based
on this evaluation, we assert that during the year ended December 31, 1997 the
Companies complied with the minimum servicing standards set forth in the USAP.

As of and for this same period, the Companies had in effect a fidelity bond and
errors and omissions policy in the amount of not less than $13 million.


January 28, 1998

                                    /s/  C.J. Sipple
                                         C.J. Sipple
                                         Senior Vice President


                                    /s/  Paula Mickelson
                                         Paula Mickelson
                                         Vice President