UNITED STATES
                         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, 2002

      OR



  / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


      Commission File Number:  333-75724-07


        MASTR Asset Securitization Trust
        Mortgage Pass-Through Certificates
        Series 2002-3 Trust

       (Exact name of registrant as specified in its charter)



   New York                                       Pending
  (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)                  Identification No.)

   c/o Wells Fargo Bank Minnesota, N.A.,
   9062 Old Annapolis Road
   Columbia, MD                                21045
  (Address of principal executive offices)     (Zip Code)


  Registrant's telephone number, including area code: (410) 884-2000


  Securities registered pursuant to Section 12(b) of the Act:

       NONE.



  Securities 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 ___







  Indicate by check mark if disclosure of delinquent filers pursuant to
  Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained
  herein, and will not be contained, to the best of registrant's knowledge,
  in definitive proxy or information statements incorporated by reference
  in Part III of this Form 10-K or any amendment to this Form 10-K.

         Not applicable.






  State the aggregate market value of the voting and non-voting common
  equity held by non-affiliates of the registrant. The aggregate market
  value shall be computed by reference to the price at which the common
  equity was sold, or the average bid and asked prices of such common
  equity, as of a specified date within 60 days prior to the date of
  filing. (See definition of affiliate in Rule 405, 17 CFR 230.405.)

         Not applicable.








  Indicate the number of shares outstanding of each of the registrant's
  classes of common stock, as of the latest practicable date.

         Not applicable.



  List hereunder the following documents if incorporated by reference and
  the Part of the Form 10-K (e.g. Part I, Part II, etc..) into which the
  document is incorporated: (1)Any annual report to security holders; (2)
  Any proxy or information statement; and (3)Any prospectus filed pursuant
  to Rule 424(b) or (c) under the Securities Act of 1933. The listed
  documents should be clearly described for identification purposes (e.g.
  annual report to security holders for fiscal year ended December 24, 1980).

         Not applicable.










                                 PART I

  Item 1.  Business.

            Omitted.

  Item 2.  Properties.

            See Item 15(a), Exhibits 99.1, 99.2, and 99.3, for information
            provided in lieu of information required by Item 102 of
            Regulation S-K.



  Item 3.  Legal Proceedings.

            The registrant knows of no material pending legal proceedings
            involving the trusts created under the Pooling and Servicing
            Agreement (the Trusts), the Trustee, the Servicer or the
            registrant with respect to the Trusts other than routine
            litigation incidental to the duties of the respective parties.





  Item 4.  Submission of Matters to a Vote of Security Holders.


            None.

                               PART II


  Item 5.  Market for registrant's Common Equity and Related Stockholder
           Matters.


            No established public trading market for the Certificates exists.

            Records provided to the Trust by the DTC and the Trustee
            indicate that as of December 31, 2002, the number of holders of
            record for each class of Certificate were as follows:


             Class 1-A-1                       1
             Class 1-A-X                       1
             Class 1-PO                        1
             Class 2-A-1                       1
             Class 2-A-11                      2
             Class 2-A-12                      1
             Class 2-A-13                      1
             Class 2-A-14                      1
             Class 2-A-15                      1
             Class 2-A-16                      1
             Class 2-A-2                       1
             Class 2-A-3                       2
             Class 2-A-4                       2
             Class 2-A-5                       1
             Class 2-A-6                       1
             Class 2-A-7                       1
             Class 2-A-8                       1
             Class 2-A-9                       1
             Class 2-A-X                       1
             Class 2-PO                        1
             Class A-LR                        1
             Class A-R                         1
             Class B-1                         1
             Class B-2                         1
             Class B-3                         1
             Class B-4                         1
             Class B-5                         1
             Class B-6                         1

             Total:                           31


  Item 6.  Selected Financial Data.

            Omitted.


  Item 7.  Management's Discussion and Analysis of Financial Condition and
           Results of Operation.

            Omitted.


  Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

            Not applicable.

  Item 8.  Financial Statements and Supplementary Data.

            See Item 15(a), Exhibits 99.1, 99.2, 99.3, for information
            provided in lieu of information required by Item 302 of
            Regulation S-K.




  Item 9.  Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure.

            None.


                               PART III


  Item 10. Directors and Executive Officers of the Registrant.

            Not applicable.


  Item 11. Executive Compensation.

            Not applicable.


  Item 12. Security Ownership of Certain Beneficial Owners and Management.

            Not applicable.


  Item 13. Certain Relationships and Related Transactions.

            Not applicable.


  Item 14. Controls and Procedures.

            Not applicable.

                               PART IV


  Item 15. 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, 2002.

       <TABLE>

       
        <c>
       a) Alliance Mtg Co, as Servicer <F1>
       b) Bank of America, N.A. (KY), as Servicer <F1>
       c) GMAC Mortgage Corp, as Servicer <F1>
       d) HSBC Bank, USA, as Servicer <F1>
       e) National City Mortgage Co, as Servicer <F1>
       f) Sun Trust Mortgage Inc, as Servicer <F1>
       </TABLE>

    (99.2) Report of Management as to Compliance with Minimum Servicing
           Standards for the year ended December 31, 2002.

       <TABLE>

       
        <c>
       a) Alliance Mtg Co, as Servicer <F1>
       b) Bank of America, N.A. (KY), as Servicer <F1>
       c) GMAC Mortgage Corp, as Servicer <F1>
       d) HSBC Bank, USA, as Servicer <F1>
       e) National City Mortgage Co, as Servicer <F1>
       f) Sun Trust Mortgage Inc, as Servicer <F1>
       </TABLE>

    (99.3) Annual Statements of Compliance under the Pooling and Servicing
           Agreements for the year ended December 31, 2002.

       <TABLE>

       
         <c>
       a) Alliance Mtg Co, as Servicer <F1>
       b) Bank of America, N.A. (KY), as Servicer <F1>
       c) GMAC Mortgage Corp, as Servicer <F1>
       d) HSBC Bank, USA, as Servicer <F1>
       e) National City Mortgage Co, as Servicer <F1>
       f) Sun Trust Mortgage Inc, as Servicer <F1>
       </TABLE>


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

    (99.5) Reliance Certifications Mandated under the Pooling and Servicing
           Agreement for the year ended December 31, 2002.

       a) Alliance Mtg Co, as Servicer <F2>
       b) Bank of America, N.A. (KY), as Servicer <F2>
       c) GMAC Mortgage Corp, as Servicer <F2>
       d) HSBC Bank, USA, as Servicer <F2>
       e) National City Mortgage Co, as Servicer <F2>
       f) Sun Trust Mortgage Inc, as Servicer <F2>


   (b)  On November 12, 2002, December 09, 2002, and January 08, 2003
        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> Certification has been received.




                               SIGNATURES


  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:



    MASTR Asset Securitization Trust
    Mortgage Pass-Through Certificates
    Series 2002-3 Trust
    (Registrant)



  Signed:  Wells Fargo Bank Minnesota, N.A., as Master Servicer


  By:   Michael Watchke as Vice President

  By: /s/  Michael Watchke

  Dated: June 6, 2003

  Sarbanes-Oxley Certification


I, Michael Watchke, certify that:


1.   I have reviewed this annual report on Form 10-K, and all reports on Form
     8-K containing distribution or servicing reports filed in respect of
     periods included in the year covered by this annual report, of MASTR Asset
     Securitization Trust Mortgage Pass-Through Certificates Series 2002-3
     Trust;

2.   Based on my knowledge, the information in these reports, taken as a whole,
     does not contain any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not misleading as of
     the last day of the period covered by this annual report;

3.   Based on my knowledge, the distribution or servicing information required
     to be provided to the trustee by the servicer under the pooling and
     servicing, or similar, agreement, for inclusion in these reports is
     included in these reports;

4.   I am responsible for reviewing the activities performed by the master
     servicer under the pooling and servicing, or similar, agreement and based
     upon my knowledge and the annual compliance review required under that
     agreement, and except as disclosed in the reports, the master servicer has
     fulfilled its obligations under that agreement; and

5.   The reports disclose all significant deficiencies relating to the
     servicer's compliance with the minimum servicing standards based upon the
     report provided by an independent public accountant, after conducting a
     review in compliance with the Uniform Single Attestation Program for
     Mortgage Bankers or similar procedure, as set forth in the pooling and
     servicing, or similar, agreement, that is included in these reports.

     In giving the certifications above, I have reasonably relied on
     information provided to me by the following unaffiliated parties: Alliance
     Mtg Co, as Servicer, Bank of America, N.A. (KY), as Servicer, HSBC Bank,
     USA, as Servicer, National City Mortgage Co, as Servicer and Sun Trust
     Mortgage Inc, as Servicer.



      Date: 6-6-03


      /s/ Michael Watchke
      Signature


      Vice President
      Title








  SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
  SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
  SECURITIES PURSUANT TO SECTION 12 OF THE ACT.



  (a)(i) No annual report is provided to the Certificateholders other than
  with respect to aggregate principal and interest distributions.


  (a)(ii) No proxy statement, form of proxy or other proxy soliciting
  material has been sent to any Certificateholder with respect to any
  annual or other meeting of Certificateholders.

  Ex-99.1 (a)

Deloitte
& Touche   (logo)

Deloitte & Touche LLP
Certified Public Accountants
One Independent Drive
Suite 2801
Jacksonville, FL 32202-5034

Tel: (904) 665-1400
Fax: (904) 355-9104
www.deloitte.com

INDEPENDENT ACCOUNTANTS' REPORT ON
MANAGEMENT'S ASSERTION ABOUT COMPLIANCE WITH
UNIFORM SINGLE ATTESTATION PROGRAM REQUIREMENTS

To the Board of Directors
Alliance Mortgage Company:

We have examined management's assertion about Alliance Mortgage Company's and
subsidiaries ("Alliance Mortgage Company") compliance with the minimum
servicing standards identified in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for
the year ended December 31, 2002 included in the accompanying management
assertion. Management is responsible for Alliance Mortgage Company's compliance
with those minimum servicing standards. Our responsibility is to express an
opinion on management's assertion about the entity's compliance based on our
examination.

Our examination was made in accordance with attestation standards established
by the American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about Alliance Mortgage Company's
compliance with the 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 Alliance Mortgage Company's compliance with
the minimum servicing standards.

In our opinion, management's assertion that Alliance Mortgage Company compiled
with the aforementioned minimum servicing standards as of and for the year
ended December 31, 2002 is fairly stated, in all material respects.

/s/ Deloitte & Touche LLP

March 21, 2003

Deloitte
Touche
Tohmatsu



  Ex-99.1 (b)

PRICEWATERHOUSECOOPERS     (logo)

PricewaterhouseCoopers LLP
214 N. Tryon Street
Suite 3600
Charlotte NC 28202
Telephone (704) 344 7500
Facsimile (704) 344 4100

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholder
of Bank of America, N.A.

We have examined management's assertion about compliance by BA Mortgage, LLC
and the Mortgage division of Bank of America, N.A. (collectively,
the "Company"), which together comprise an operating division of Bank of
America N.A., with the minimum servicing standards (the "Standards") identified
in the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers ("USAP") as of and for the year ended December
31, 2002 included in the accompanying management assertion (see Exhibit 1).
Management is responsible for the Company's compliance with the Standards. Our
responsibility is to express an opinion on management's assertion about the
Company's 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 Company's compliance with the
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 the Standards.

In our opinion, management's assertion that the Company complied with the
aforementioned Standards as of and for the year ended December 31, 2002
is fairly stated, in all material respects.

/s/ PricewaterhouseCoopers LLP
March 7, 2003

  Ex-99.1 (c)


PricewaterhouseCoopers (logo)

PricewaterhouseCoopers LLP
160 Federal Street
Boston MA 02110-9862
Telephone (617) 428 8400
Facsimile (617) 439 7393

Report of Independent Accountants

To the Board of Directors and Stockholder
of GMAC Mortgage Corporation:


We have examined management's assertion about GMAC Mortgage Corporation and its
subsidiaries' ("the Company") compliance with the minimum servicing standards
("standards") identified in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for
the year ended December 31, 2002 included in the accompanying management
assertion (see Exhibit I).  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 entity's 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 Company's compliance with the
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 the standards.

In our opinion, management's assertion that the Company complied with the
aforementioned standards as of and for the year ended December 31, 2002 is
fairly stated, in all material respects.


/s/ PricewaterhouseCoopers LLP

March 7, 2003

  Ex-99.1 (d)

KPMG (logo)

12 Fountain Plaza, Suite 601
Buffalo, NY 14202

Independent Accountants' Report

The Board of Directors
HSBC Mortgage Corporation (USA):

We have examined management's assertion, included in the accompanying
Management Assertion, that HSBC Mortgage Corporation (USA) complied in all
material respects with the minimum servicing standards set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP) as of and for the year ended December 31, 2002.  Management is
responsible for HSBC Mortgage Corporation (USA)'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 HSBC Mortgage
Corporation (USA)'s compliance with the minimum servicing standards specified
above our examination provides a reasonable basis for our opinion.  Our
examination does not provide a legal determination on HSBC Mortgage Corporation
(USA)'s compliance with the minimum servicing standards.

In our opinion, management's assertion that HSBC Mortgage Corporation (USA)
complied with the aforementioned minimum servicing standards as of and for the
year ended December 31, 2002 is fairly stated, in all material respects.

/s/ KPMG LLP

February 5, 2003
Buffalo, New York


KPMG LLP. KPMG LLP, a U.S. limited liability partnership is a member of KPMG
International, a Swiss association.

  Ex-99.1 (e)

ERNST & YOUNG   (logo)

Ernst & Young LLP
1300 Huntington Building
925 Euclid Avenue
Cleveland, Ohio 44115-1405

Phone: (216) 861-5000
www.ey.com

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

Report of Independent Accountants

Board of Directors
National City Mortgage Co.

We have examined management's assertion, included in the accompanying Report of
Management, that National City Mortgage Co. (NCM) complied with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers (USAP) for the year
ended December 31, 2002. Management is responsible for NCM's compliance with
those requirements.  Our responsibility is to express an opinion on
management's assertions about NCM'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 NCM's
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 NCM's compliance with specified requirements.

In our opinion, management's assertion, that NCM complied with the
aforementioned requirements for the year ended December 31, 2002, is fairly
stated, in all material respects.

This report is intended solely for the information and use of the audit
committee, management, Federal Home Loan Mortgage Corporation, Federal National
Mortgage Association, Government National Mortgage Association and NCM's private
investors and is not intended to be and should not be used by anyone other than
these specified parties.

/s/ Ernst & Young LLP

February 24, 2002

A Member Practice of Ernst & Young Global

  Ex-99.1 (f)

PRICEWATERHOUSECOOPERS    (logo)

PricewaterhouseCoopers LLP
1751 Pinnacle Drive
Mclean VA 22102-3811
Telephone (703) 918 3000
Facsimile (703) 918 3100

Report of Independent Accountants

To the Board of Directors and Stockholder
of SunTrust Mortgage, Inc. and Subsidiaries:

We have examined management's assertion about SunTrust Mortgage, Inc. and its
subsidiaries (the "Company") compliance with the minimum servicing standards
identified in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended
December 31, 2002 included in the accompanying mangement assertion (see Exhibit
I). 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 made in accordance with the 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 the minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances. We belive that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on the Company's compliance with the minimum
servcing 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, 2002 is fairly stated, in all material respects.

/s/ PricewaterhouseCoopers LLP
February 24, 2003

  Ex-99.2 (a)

Alliance        (logo)
MORTGAGE COMPANY

March 21, 2003

Deloitte & Touche LLP
Suite 2801, One Independent Drive
Jacksonville, Florida 32202

As of and for the years ended December 31, 2002, Alliance Mortgage Company and
subsidiaries (the "Company") has complied in all material respects with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers. As of and for
the same period, the Company had in effect fidelity and errors and omissions
insurance coverage in the amounts of $15,000,000 and $15,000,000, respectively.

/s/ Gary A. Meeks
Gary A. Meeks
Chairman and Chief Executive Officer

/s/ Blake Wilson
Blake Wilson
Executive Vice President
Chief Financial Officer

/s/ Michael C. Koster
Michael C. Koster
Executive Vice President
Loan Administration



8100 Nations Way * Jacksonville, Florida 32256-4405 * (904) 281-6000


  Ex-99.2 (b)

Bank of America    (logo)
Exhibit 1

Bank of America Mortgage
101 E. Main Street, Suite 400
P.O. Box 35140
Louisville, Kentucky 40232 5140

Management's Assertion Concerning Compliance
with USAP Minimum Servicing Standards

March 7, 2003

As of and for the year ended December 31, 2002, BA Mortgage LLC, and the
Mortgage division of Bank of America, N.A. (collectively, the "Company"),
which together comprise an operating division of Bank of America, N.A., has
complied in all material respects with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers ("USAP").

As of and for this same period, the Company had in effect a fidelity bond and
errors and omissions policy in the amounts of $400,000,000 and $475,000,00
respectively.

/s/ Kevin M. Shannon                     /s/ H. Randall Chestnut
Kevin M. Shannon                        H. Randall Chestnut
President                               Senior Vice President
Consumer Real Estate                    Bank of America, N.A.
Bank of America, N.A.


/s/ David H. Rupp                        /s/ Gary K. Bettin
David H. Rupp                           Gary K. Bettin
Senior Vice President                   Senior Vice President and
Bank of America, N.A.                   National Servicing Executive
                                        Bank of America, N.A.

/s/ J. Mark Hanson
J. Mark Hanson
Senior Vice President
Bank of America, N.A.

  Ex-99.2 (c)


GMAC Mortgage Corporation
4 Walnut Grove Dr.
P.O. Box 965
Horsham, PA 19044-0965

GMAC
Mortgage (logo)

Management's Assertion Concerning Compliance with USAP Minimum Servicing
Standards

March 7, 2003

As of and for the year ended December 31, 2002, GMAC Mortgage Corporation  and
its subsidiaries (the "Company") have complied in all material respects with
the minimum servicing standards (the "Standards") set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation for Mortgage
Bankers ("USAP") except as follows: Section V - Mortgagor Loan Accounting
requires that interest on escrow accounts shall be paid or credited to
mortgagors in accordance with the applicable state laws.  The Company failed to
utilize the appropriate interest rate on escrow accounts required by the state
of Oregon during the year.

As of and for this same period, the Company had in effect a fidelity bond and
errors and omissions policy in the amounts of $400,000,000 and $400,000,000,
respectively.

/s/ David Applegate
David Applegate
Chief Executive Officer
GMAC Residential Holding Corp

/s/ Ralph Hall
Ralph Hall
Chief Operation Officer
GMAC Residential Holding Corp

  Ex-99.2 (d)

HSBC (logo)

Management Assertion

As of and for the year ended December 31, 2002, HSBC Mortgage Corporation (USA)
complied in all material respects with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers.  As of and for this same period, HSBC Mortgage
Corporation (USA) had in effect fidelity bond and errors and omissions policies
in the amount of $588,675,000 and $40,000,000, respectively.

/s/ David J. Hunter
David J. Hunter
President

/s/ Daniel B. Duggan
Daniel B. Duggan
SVP, Risk Management

/s/ Gary P. Zimmerman
Gary P. Zimmerman
SVP, Mortgage Servicing


HSBC Mortgage Corporation (USA)
2929 Walden Avenue, Depew, NY 14043

  Ex-99.2 (e)

National City
Mortgage        (logo)

National City Mortgage Co.
3232 Newmark Drive * Miamisburg, Ohio 45342
Telephone (937) 910-1200

Mailing Address:
P.O. Box 1820
Dayton, Ohio 45401-1820

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

Report on Management

We, as members of management of National City Mortgage Co. (NCM), are
responsible for complying with the minimum servicing standards as set forth in
the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers (USAP).  We are also responsible for establishing
and maintaining effective internal control over compliance with these standards.
We have performed an evaluation of NCM's compliance with the minimum servicing
standards as set forth in the USAP as of December 31, 2002 and for the year then
ended.  Based on this evaluation, we assert that during the year ended December
31, 2002, NCM complied, in all material respects, with the minimum servicing
standards set forth in the USAP.

As of and for this same period, NCM had in effect a fidelity bond policy in the
amount of $50 million and an errors and omissions policy in the amount of $40
million.

/s/ Charles Abourezk
Charles Abourezk, Senior Vice President

February 24, 2003



No one Cares More!

  Ex-99.2 (f)

SUN TRUST   (logo)

Sun Trust Mortgage, Inc.
901 Semmes Avenue
Richmond, VA 23224

Exhibit I

Management's Assertion Concerning Compliance
with USAP Minimum Servicing Standards

February 24, 2003

As of and for the year ended December 31, 2002, SunTrust Mortgage, Inc. and its
subsidiaries (the "Company") have complied in all material respects with the
minimum servicing standards set forth in the mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers ("USAP")(see
Exhibit II).

As of and for this same period, the Company had in effect a SunTrust Banks, Inc.
fidelity bond and errors and omissions policy in the amount of $125 million and
a SunTrust Banks, Inc. mortgage errors and omissions policy in the amount of $45
million.

/s/ Robert S. Reynolds
Robert S. Reynolds
Executive Vice President & Chief Administrative Officer

/s/ Julee W. Andrews
Julee W. Andrews
Senior Vice President, Treasurer & Chief Financial Officer

/s/Kathryn Pedon
Kathryn Pedon
Senior Vice President, Manager, Loan Administration Division

  Ex-99.3 (a)

Wells Fargo Bank Minnesota,N.A.
9062 Old Annapolis Rd.
Columbia, MD 21045
Attention: Master Servicing

RE: Officer's Certificate

Dear Master Servicer:

The undersigned Officer certifies the following for the 2002 fiscal year:

(A)  I have reviewed the activities and performance of the Servicer during the
     preceding fiscal year under the terms of the Servicing Agreement, Trust
     Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide
     and to the best of these Officers' knowledge, the Servicer has fulfilled
     all of its duties, responsibilities or obligations under these Agreements
     throughout such year, or if there has been a default of failure of the
     servicer to perform any of such duties, responsibilities or obligations,
     a description of each default or failure and the nature and status thereof
     has been reported to Wells Fargo Bank Minnesota, N.A.;

(B)  I have confirmed that the Servicer is currently an approved FNMA or FHLMC
     servicer in good standing;

(C)  I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
     Policy and any other bonds required under the terms of the Servicing
     Agreement, Trust Agreement, Pooling and Servicing Agreement and/or
     Seller/Servicer Guide are in full force and effect;

(D)  All premiums for each Hazard Insurance Policy, Flood Insurance Policy
     (if applicable) and Primary Mortgage Insurance Policy (if applicable),
     with respect to each Mortgaged Property, have been paid and that all such
     insurance policies are in full force and effect;

(E)  All real estate taxes, governmental assessments and any other expenses
     accrued and due, that if not paid could result in a lein or encumbrance
     on any Mortgaged Property, have been paid, or if any such costs or
     expenses have not been paid with respect to any Mortgaged Property, the
     reason for the non-payment has been reported to Wells Fargo Bank Minnesota,
     N.A.;

(F)  All Custodial Accounts have been reconciled and are properly funded; and

(G)  All annual reports of Foreclosure and Abandonment of Mortgage Property
     required per section 6050H, 6050J and 6050P of the Internal Revenue Code,
     respectively, have been prepared and filed.

Certified By:

/s/ Michael C. Koster
Officer

Executive Vice President
Title

1/22/03
Date


  Ex-99.3 (b)


ANNUAL OFFICER CERTIFICATION


In accordance with the Servicing Agreement, I, the undersigned, hereby certify
as to each Mortgage Loan being serviced by Bank of America, N.A. the following:

1. I am a duly authorized officer of Bank of America, N.A. and am empowered and
authorized to issue this Annual Certification.

2. All taxes, ground rents and assessments for the Mortgages covered herein
have been paid.

3. All insurance premiums for flood or other casualty insurance, and FHA
premiums or Private Mortgage premiums on conventional loans have been paid and
are in full force.

4. Interest is being paid on escrow in accordance with any laws, regulations,
or contracts that require payment of interest on mortgagors' escrow deposit
accounts.

5. Analysis had been made to ensure sufficient money was collected in the
escrow year.

6. All required interest and/or monthly payment adjustment for ARM loans were
made in accordance with the mortgage terms, and timely and proper notice was
provided to the mortgagors.

7. With respect to FHA Section 221 mortgages that have reached the 20th
anniversary of their endorsement, we will assign those mortgages that are
eligible for assignment under HUD's special assignment procedures if requested
on a loan basis by the investor.

8. We have complied with Internal Revenue Service's requirements for reporting
the receipt of $600 or more of interest payments (IRS 1098) from a mortgagor,
for filing statements for recipients of miscellaneous income (IRS 1099-Misc) to
report payments of fees to attorneys for handling liquidation proceedings, and
for filing notices of acquisition of abandonment of secured property (IRS 1099-
A) to report the acquisition of property by foreclosure or acceptance of a
deed-in-lieu or by a mortgagor's abandonment of a property.

9. The Fidelity Bond and Errors and Omissions Coverage has been reviewed.  All
required coverage is in existence and none of our principal officers have been
removed from coverage.

10. A viable contingency plan is in place to minimize financial loss and
disruptions of service to the institution and its customers, as required by
federal regulations.


I FURTHER CERTIFY:
A. To the best of my knowledge and upon reasonable investigation, the servicing
of the Mortgage Loans during the year of 2002 has been conducted in compliance
with the Agreement except for such exceptions as I am setting forth below.

Exceptions (if any):    None

B. A review of activities with respect to performance under the Agreement has
been made under my supervision and to the best of my knowledge, based on such
review, no default exists as of 12/31/02 in the fulfillment of any obligations
under the Agreement other than the events of default, if any, which I am
listing below with the nature and status thereof.

Events of Default (if any):     None


Bank of America, N.A.

/s/ Robert S. O'Neill
Robert S. O'Neill
Investor Services - Kentucky
Senior Vice President

  Ex-99.3 (c)


GMAC Mortgage (logo)


March 15, 2003

NORWEST BANK MINNESOTA. N.A.
DEEPA UENKATRA
9062 OLD ANNAPOLIS ROAD
COLUMBIA, MD 21045


Re: Officers Statement of Compliance Year Ending 2002 Servicing Agreement/Pool

We hereby certify to the best of our knowledge and belief, that for the
calendar year 2002:

1. A review of the activities of the Seller/Servicer and of performance
according to the Seller/Servicer contract has been made with the undersigned
Officer's knowledge.
2. To the best of the undersigned Officer's knowledge, and based on such review,
the Seller/Servicer has fulfilled all its obligations under the Guides for such
year.
3. If applicable, GMACM has filed the information returns with respects to the
receipt of mortgage interest pursuant to Sections 6050H, 6050J and 6050P of the
Code, received in a trade or business, reports of foreclosures and abandonment's
of any Mortgaged Property and the information returns relating to cancellation
of indebtedness income with respect to any Mortgaged Property.
4. All hazard, flood, FHA mortgage insurance and primary mortgage insurance
premiums, taxes, ground rents, assessments and other lienable items have been
paid in connection with the mortgaged properties.
5. All property inspections have been completed as required.
6. Compliance relative to Adjustable Rate Mortgages has been met.
7. Fidelity Bond and Errors and Omissions Insurance coverage is current, in
full force and effect.

Servicer: GMAC Mortgage Corporation
By: /s/ Michael Kacergis
Name: Michael Kacergis
Title: Assistant Vice President
Date: March 15, 2003

500 Enterprise Road
Suite 150
Horsham, PA 19044


  Ex-99.3 (d)


Annual Statement as to Compliance

We have reviewed the activities and performance of HSBC Mortgage Corporation
(USA) under the Servicing Agreement for the year ended December 31, 2002.  To
the best of my knowledge, based upon such review, the HSBC Mortgage Corporation
(USA) has fulfilled its duties, responsibilities and obligations under the
Servicing Agreement.

/s/ Gary P. Zimmerman
Gary P. Zimmerman
Senior Vice President
Mortgage Servicing

  Ex-99.3 (e)

National City
Mortgage (logo)

National City Mortgage Co.
3232 Newmark Drive * Miamisburg, Ohio 45342
Telephone (937) 910-1200

Mailing Address:
P.O. Box 1820
Dayton, Ohio 45401-1820


Wells Fargo Bank Minnesota NA
Attn: Susan Holford
9062 Old Annapolis Road
Columbia, Maryland 21045-1951

RE: Officer's Certification - National City Mortgage Investor Number 745, 749,
780, 784, 788 & 902


Dear Master Servicer:

The undersigned Officer certifies the following for the 2002 fiscal year:

a. I have reviewed the activities and performance of the Servicer during the
preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide or
obligations under these Agreements throughout such year, or if there has been
a default or failure of the servicer to perform any of such duties,
responsibilities or obligations, a description of each default or failure and
the nature and status thereof has been reported to WELLS FARGO BANK MINNESOTA
NA;

b. I have confirmed that the Servicer is currently an approved FNMA or FHLMC
servicer in good standing;

c. I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
Policy and any other bonds required under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide
are in full force and effect;

d. All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable), with respect
to each Mortgaged Property, have been paid and that all such insurance policies
are in full force and effect;

e. All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the non-
payment has been reported to WELLS FARGO BANK MINNESOTA NA;

f. All custodial accounts have been reconciled and are properly funded; and

g. All annual reports of Foreclosure and Abandonment of Mortgaged Property
required per section 6050H, 6050J and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.

Certified By:
/s/ Mary Beth Criswell
Officer (Mary Beth Criswell)

Vice President
Title

February 14, 2003
Date

No one Cares More!


  Ex-99.3 (f)


SunTrust Mortgage, Inc.
Post Office Box 26149
Richmond, VA 23260-6149
Toll Free 1-800-634-7928
www.suntrustmortgage.com

SunTrust (logo)

NORWEST BANK
ATTN: SUSAN GIBSON
11000 BROKEN LAND PKWY
COLUMBIA, MD 21044-3562
2ND FLOOR LOAN ACCTING


RE: ANNUAL SERVICING CERTIFICATION

In connection with the loans serviced by SunTrust Mortgage, Inc. for NORWEST
BANK, I, the undersigned officer, hereby certify the following as December 31,
2002:

* All real estate taxes, special assessments and any charges that may become a
lien upon the property and which became due in the last calendar year have been
paid.  This also includes the verification of payment with taxing authorities
for non-impound mortgages.

* For those loans with escrow/impound accounts for the payment of taxes and
insurance, sufficient amounts are being collected monthly to provide for payment
of future amounts due.

* All FHA insurance premiums or private mortgage insurance premiums, if
applicable, have been paid and such coverage is in full force and effect.

* All properties are adequately insured against casualty loss and, if
applicable, flood loss and we are in possession of the original hazard insurance
and flood insurance policies.

* Fidelity Bond coverage and Errors and Omissions coverage combined of
$125,000,000 is adequate and in place and the applicable premiums have been
paid.

* All interest and/or monthly payments adjustments for ARM and GPM loans have
been made in accordance with the mortgage terms.  Timely and proper notice of
such changes was provided to the mortgagors.

* All property inspections have been completed according to the provisions of
our Servicing Agreement, if applicable.

* The P&I custodial account and any clearing accounts are maintained in a
depository institution the deposits of which are insured by the Bank Insurance
Fund.  The depository institution meets or exceeds the most recent financial
rating requirements set forth by FNMA.

* We have complied with all other provisions of the Servicing Agreement.

* We are in compliance with IRS requirements and all federal, state, and local
laws for reporting the receipt of interest, payment of fees, or acquisition of
properties.

* To the best of my knowledge and upon reasonable investigation, the servicing
of the Mortgage Loans during the preceding year has been conducted in compliance
with all other provision of the Servicing Agreement(s)/Purchase and Sale
Agreement(s) barring such exceptions as listed.  Any exceptions to this
certification are listed on an attachment along with explanations concerning
their completion.  If none are listed, it should be considered that there are
no exceptions.

BY: /s/ Michael Patten         DATE: March 10, 2003
(signature)
Michael Patten, VP
(name and title)

  Ex-99.4
   Schedule of Year-To-Date Principal and Interest Distributions to
   Certificateholders


   <TABLE>

   Class                            Interest          Principal               Losses            Ending Balance
   
                      <c>                   <c>                 <c>                <c>
   1-A-1                       7,366,674.60        72,285,016.57                0.00            192,573,983.43
   1-A-X                         368,992.01                 0.00                0.00                      0.00
   1-PO                                0.00            60,297.84                0.00                436,216.16
   2-A-1                         295,641.41        13,097,619.22                0.00              1,301,380.78
   2-A-10                          3,679.21           383,000.00                0.00                      0.00
   2-A-11                        692,785.00                 0.00                0.00             21,339,000.00
   2-A-12                        168,280.44         4,874,160.14                0.00             10,750,839.86
   2-A-13                        436,083.68                 0.00                0.00                      0.00
   2-A-14                      1,336,711.23        15,597,312.44                0.00             34,402,687.56
   2-A-15                        324,656.75                 0.00                0.00             10,000,000.00
   2-A-16                        849,302.00                 0.00                0.00             26,160,000.00
   2-A-2                         564,451.36         8,987,799.13                0.00             15,442,200.87
   2-A-3                         516,475.42         7,508,346.40                0.00             12,615,653.61
   2-A-4                         594,407.70           871,521.67                0.00             23,251,478.33
   2-A-5                         372,829.33        13,435,104.61                0.00             22,573,895.39
   2-A-6                         993,317.85                 0.00                0.00                      0.00
   2-A-7                         125,061.68         5,000,458.35                0.00              6,814,541.65
   2-A-8                         342,906.43                 0.00                0.00                      0.00
   2-A-9                          21,799.13          (21,799.13)                0.00                771,799.13
   2-A-X                         350,534.68                 0.00                0.00                      0.00
   2-PO                                0.00            47,993.25                0.00                488,448.75
   A-LR                                0.27                50.00                0.00                      0.00
   A-R                                 3.81                50.00                0.00                      0.00
   B-1                           165,402.84            69,684.41                0.00              5,261,315.59
   B-2                            82,716.94            34,848.73                0.00              2,631,151.26
   B-3                            49,611.53            20,901.40                0.00              1,578,098.60
   B-4                            24,790.26            10,444.17                0.00                788,555.84
   B-5                            24,821.28            10,457.23                0.00                789,542.76
   B-6                            24,820.02            10,456.69                0.00                789,502.41
   </TABLE>