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Exhibit 99.2  (DELOITTE LOGO)
    
    Deloitte & Touche LLP
Two Prudential Plaza
180 North Stetson Avenue
Chicago, IL 60601-6710
USATel. +1 312 946 3000
Fax: + 1 312 946 2600
www.deloitte.com
 INDEPENDENT ACCOUNTANTS REPORT  Morgan Stanley Dean Witter Credit Corporation
Riverwoods, Illinois We have examined managements assertion that Morgan Stanley Dean Witter
Corporations (the Company) has complied as of and for the year ended December
31, 2003, with its established minimum servicing standards for the Redwood
Trust Inc. described in the accompanying managements assertion dated February
23, 2004. Management is responsible for the Companys compliance with those
minimum servicing standards. Our responsibility is to express an opinion on
managements assertion about the Companys compliance based on our examination. Our examination was conducted in accordance with attestation 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 its minimum servicing standards 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 its minimum
servicing standards. In our opinion, managements assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended
December 31, 2003, is fairly stated, in all material respects based on the
criteria set forth in Appendix I. (DELOITTE & TOUCHE LLP) February 23, 2003   Member of 
Deloitte Touche Tohmatsu




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MORGAN STANLEY DEAN WITTER
CREDIT CORPORATION  February 23, 2004  MANAGEMENTS ASSERTION As of and for the year ended December 31, 2003, Morgan Stanley Dean Witter
Credit Corporation (the Company) has complied, in all material respects, with
the Companys established minimum servicing standards for Redwood Trust Inc. as
set forth in Appendix I (the Standards). The Standards are based on the
Mortgage Bankers Association of Americas Uniform Single Attestation Program
for Mortgage Bankers. As of and for this same period, Morgan Stanley Dean
Witter & Co. had in effect a fidelity bond in the amount of $20 million and
errors and omissions policy in the amount of $5 million which the Company was
covered.  -s- Thomas F. WhiteThomas F. White
President and Chief Executive Officer
& Director of Mortgage Lending-s- Martin W. SlusarzMartin W. Slusarz
SVP, Controller
 2500 Lake Cook Road, Riverwoods, Illinois  60015




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MORGAN STANLEY DEAN WITTER
CREDIT CORPORATION APPENDIX I MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF
AMERICAS UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS  I.
    
    CUSTODIAL BANK ACCOUNTS1.
    
    Reconciliations shall be prepared on a monthly basis
for all custodial bank accounts and related bank clearing
accounts. These reconciliations shall:  o
    
    be mathematically accurate;o
    
    be prepared within forty-five (45) calendar days after the cutoff date;o
    
    be reviewed and approved by someone
other than the person who prepared the reconciliation;
ando
    
    document explanations for reconciling
items. These reconciling items shall be resolved within
ninety (90) calendar days of their original
identification.  2.
    
    Funds of the servicing entity shall be advanced in
cases where there is an overdraft in an investors or a
mortgagors account.3.
    
    Each custodial account shall be maintained at a
federally insured depository institution in trust for the
applicable investor.4.
    
    Escrow funds held in trust for a mortgagor shall be
returned to the mortgagor within thirty (30) calendar days of
payoff of the mortgage loan. (Not Applicable)II.
    
    MORTGAGE PAYMENTS1.
    
    Mortgage payments shall be deposited into the
custodial bank accounts and related bank clearing accounts within
two business days of receipt.2.
    
    Mortgage payments made in accordance with the
mortgagors loan documents shall be posted to the applicable
mortgagor records within two business days of receipt.3.
    
    Mortgage payments shall be allocated to principal,
interest, insurance, taxes or other escrow items in accordance
with the mortgagors loan documents.4.
    
    Mortgage payments identified as loan payoffs shall be
allocated in accordance with the mortgagors loan documents. 2500 Lake Cook Road, Riverwoods, Illinois 60015




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MORGAN STANLEY DEAN WITTER
CREDIT CORPORATION  III.
    
    DISBURSEMENTS1.
    
    Disbursements made via wire transfer on behalf of a mortgagor or
investor shall be made only by authorized personnel.2.
    
    Disbursements made on behalf of a mortgagor or investor shall be posted
within
two business days to the mortgagors or investors records
maintained by the servicing entity.3.
    
    Tax and insurance payments shall be made on or before the penalty or
insurance
policy expiration dates, as indicated on tax bills and insurance premium
notices,
respectively, provided that such support has been received by the servicing
entity at least thirty (30) calendar days prior to these dates. (Not Applicable)4.
    
    Any late payment penalties paid in conjunction with the payment of any
tax bill or insurance premium notice shall be paid from the servicing
entitys funds and not charged to the mortgagor, unless the late payment
was due to the mortgagors error or omission. (Not Applicable)5.
    
    Amounts remitted to investors per the servicers investor
reports shall agree with cancelled checks, or other form of payment, or
custodial bank statements.6.
    
    Unused checks shall be safeguarded so as to prevent unauthorized access.IV.
    
    INVESTOR ACCOUNTING AND REPORTING1.
    
    The servicing entitys investor reports shall agree with, or
reconcile to, investors records on a monthly basis as to the total
unpaid principal balance and number of loans serviced by the
servicing entity.V.
    
    MORTGAGOR LOAN ACCOUNTING1.
    
    The servicing entitys mortgage loan records shall agree with, or
reconcile to, the records of mortgagors with respect to the unpaid
principal balance on a monthly basis.2.
    
    Adjustments on ARM loans shall be computed based on the related
mortgage note and any ARM rider.3.
    
    Escrow accounts shall be analyzed, in accordance with the
mortgagors loan documents, on at least an annual basis. (Not
Applicable)4.
    
    Interest on escrow accounts shall be paid, or credited, to mortgagors in
accordance with the applicable state laws. (Not Applicable) 2500 Lake Cook Road,
Riverwoods, Illinois 60015




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MORGAN STANLEY DEAN WITTER
CREDIT CORPORATION  VI.
    
    DELINQUENCIES1.
    
    Records documenting collection efforts shall be
maintained during the period a loan is in default and shall be
updated at least monthly. Such records shall describe the
entitys activities in monitoring delinquent loans including,
for example, phone calls, letters and mortgage payment
rescheduling plans in cases where the delinquency is deemed
temporary (e.g., illness or unemployment).VII.
    
    INSURANCE POLICIES1.
    
    A fidelity bond and errors and omissions policy shall
be in effect on the servicing entity throughout the reporting
period in the amount of coverage represented to investors in
managements assertion. 2500 Lake Cook Road, Riverwoods, Illinois 60015