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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. -s- 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 ACCOUNTS                                                                                                                                                  
|   
|1.  |  | 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; and                                                               
|    |  | o                                                                                                                                                                         |  | 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 PAYMENTS                                                                                                                                                        
|   
|1.  |  | 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. |  | DISBURSEMENTS                                                                                                                                                                                                                                                                                                                                    
|    
|1.   |  | 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 REPORTING                                                                                                                                                                                                                                                                                                                
|    
|1.   |  | 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 ACCOUNTING                                                                                                                                                                                                                                                                                                                        
|    
|1.   |  | 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.  |  | DELINQUENCIES                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|1.   |  | 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 POLICIES                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|1.   |  | 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