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:  333-68542-06


        Bear Stearns ARM Trust
        Mortgage Pass-Through Certificates
        Series 2002-5 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 14(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 B-1                         1
             Class B-2                         2
             Class B-3                         1
             Class B-4                         1
             Class B-5                         1
             Class B-6                         1
             Class I-A                         3
             Class II-A                        1
             Class III-A                       1
             Class IV-A1                       4
             Class IV-A2                       1
             Class IV-A3                       1
             Class IV-A4                      11
             Class IV-A5                       1
             Class IV-X                        1
             Class R-1                         1
             Class R-2                         1
             Class R-3                         1
             Class R-4                         1
             Class V-A                         1
             Class VI-A                        2
             Class VII-A                       1

             Total:                           39


  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 14(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) Cendant Mortgage Corp, as Servicer <F1>
       c) Countrywide Home Loans Inc., as Servicer <F1>
       d) GMAC Mortgage Corp, as Servicer <F1>
       e) HSBC Bank, USA, as Servicer <F1>
       f) National City Mortgage Co, as Servicer <F1>
       g) U.S. Bank Home Mortgage, as Servicer <F1>
       h) Wells Fargo Home 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) Cendant Mortgage Corp, as Servicer <F1>
       c) Countrywide Home Loans Inc., as Servicer <F1>
       d) GMAC Mortgage Corp, as Servicer <F1>
       e) HSBC Bank, USA, as Servicer <F1>
       f) National City Mortgage Co, as Servicer <F1>
       g) U.S. Bank Home Mortgage, as Servicer <F1>
       h) Wells Fargo Home 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) Cendant Mortgage Corp, as Servicer <F1>
       c) Countrywide Home Loans Inc., as Servicer <F1>
       d) GMAC Mortgage Corp, as Servicer <F1>
       e) HSBC Bank, USA, as Servicer <F1>
       f) National City Mortgage Co, as Servicer <F1>
       g) U.S. Bank Home Mortgage, as Servicer <F1>
       h) Wells Fargo Home 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) Cendant Mortgage Corp, as Servicer <F2>
       c) Countrywide Home Loans Inc., as Servicer <F2>
       d) GMAC Mortgage Corp, as Servicer <F2>
       e) HSBC Bank, USA, as Servicer <F2>
       f) National City Mortgage Co, as Servicer <F2>
       g) U.S. Bank Home Mortgage, as Servicer <F2>
       h) Wells Fargo Home Mortgage, Inc, as Servicer <F2>


   (b)  On November 06, 2002, December 10, 2002, and January 09, 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:



    Bear Stearns ARM Trust
    Mortgage Pass-Through Certificates
    Series 2002-5 Trust
    (Registrant)



  Signed:  Wells Fargo Bank Minnesota, N.A. as master servicer


  By:   Brett Handelman as Vice President

  By: /s/  Brett Handelman

  Dated: July 3, 2003

  Sarbanes-Oxley Certification


I, Brett Handelman, 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 Bear Stearns
     ARM Trust Mortgage Pass-Through Certificates Series 2002-5 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, Cendant Mortgage Corp, as Servicer, Countrywide Home
     Loans Inc., as Servicer, HSBC Bank, USA, as Servicer, National City
     Mortgage Co, as Servicer and U.S. Bank Home Mortgage, as Servicer.

      Date: 7/3/03


      /s/ Brett Handelman
      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)


Deloitte & Touche   (logo)

Deloitte & Touche LLP
750 College Road East
3rd Floor
Princeton, New Jersey 08540

Tel: (609) 514-3600
Fax: (609) 514-3603
www.deloitte.com

INDEPENDENT ACCOUNTANT'S REPORT

To Cendant Mortgage Corporation:

We have examined management's assertion about Cendant Mortgage Corporation's
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 Cendant Mortgage Corporation'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 Cendant Mortgage Corporation'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 Cendant Mortgage Corporation's compliance
with the minimum servicing standards.

In our opinion, management's assertion that Cendant Mortgage Corporation
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/ Deloitte & Touche LLP

February 21, 2003

Deloitte
Touche
Tohmatsu    (logo)

Ex-99.1 (c)

Grant Thornton (logo)

Accountants and Management Consultants

REPORT OF INDEPENDENT ACCOUNTANTS ON MANAGEMENT'S ASSERTION ON COMPLIANCE WITH
MINIMUM SERVICING STANDARDS SET FORTH IN THE UNIFORM SINGLE ATTESTATION PROGRAM
FOR MORTGAGE BANKERS

Board of Directors
Countrywide Financial Corporation

We have examined management's assertion about Countrywide Financial (formerly
Countrywide Credit Industries, Inc.) and Subsidiaries' (including its wholly-
owned subsidiary, Countrywide Home Loans, Inc. ("CHL") and Countrywide Home
Loans Servicing, L.P., a wholly-owned subsidiary of CHL) ("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 management assertion.  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
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 the minimum servicing
standards.

In our opinion, management's assertion that Countrywide Financial Corporation
and Subsidiaries (including its wholly-owned subsidiary, Countrywide Home Loans,
Inc., and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of
CHL) complied with the aforementioned minimum servicing standards as of and for
the year ended December 31, 2002 is fairly stated, in all material respects,
except as disclosed in the attached Schedule of Findings.

/s/ Grant Thornton LLP
Los Angeles, California
February 28, 2003

Suite 300
1000 Wilshire Blvd.
Los Angeles, CA 90017-2464
T 213.627.1717
F 213.624.6793
W www.grantthornton.com

Grant Thornton LLP
US Member of Grant Thornton International


Countrywide Financial Corporation
SCHEDULE OF FINDINGS
December 31, 2002

Statement of Condition:
Interest on payoffs for four (4) states was not properly credited to the
mortgagor per the respective state laws due to a programming error that was not
correctly identifying when the Company should be paying, or crediting, the
mortgagor.

Criteria:
The Uniform Single Attestation Program for Mortgage Bankers, Section V, Item 4,
requires that interest on review accounts shall be paid, or credited, to
mortgagors in accordance with the applicable state laws.

Effect:
The Company was not properly paying, or crediting, the mortgagors for interest
on payoffs during the year ended 2002.

Recommendation:
The Company should identify all borrows who are affected and refund the interest
immediately.  The Company should also remedy the programming error so that the
system will properly identify when the mortgagor should be paid, or credited,
for the interest on payoffs.

Corrective Action Plan:
The Company investigated this matter and identified the programming error.  The
programming error was corrected as of February 10, 2003.  The Company identified
all mortgagors affected and will send a refund to each customer that would have
received a refund at payoff had the error not occurred.  The Company expects
payment to the mortgagors to occur by April 30, 2003.  The Company's Legal
Department is also revalidating the interest on escrow rules for all states.
The Company's Internal Audit Department will be performing testing in the area
to ensure proper interest credit to mortgagors where applicable.

Ex-99.1 (d)


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 (e)

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 (f)

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 (g)


PRICEWATERHOUSCOOPERS (logo)

PriceWaterhouseCoopers LLP
Suite 1300
650 Third Avenue South
Minneapolis MN 55402-4333
Telephone (612) 596 6000
Facsimile (612) 373 7160


Report of Independent Accountants

To the Board of Directors and Shareholders
of U.S. Bank, N.A.:

We have examined management's assertion about U.S. Bank, N.A (including U.S.
Bank Home Mortgage) (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 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 Company'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 the 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 the Company's compliance with the 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, 2002, is fairly stated, in all material respects.

/s/ PriceWaterhouseCoopers LLP

March 21, 2003

Ex-99.1 (h)

KPMG  (logo)

2500 Ruan Center
666 Grand Avenue
Des Moines, IA 50309

INDEPENDENT ACCOUNTANTS' REPORT

The Board of Directors
Wells Fargo Home Mortgage:

We have examined management's assertion dated February 25, 2003 that Wells
Fargo Home Mortgage complied 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 Wells Fargo Home Mortgage's compliance with
those minimum standards.  Our responsibility is to express an opinion on
management's assertion about Wells Fargo Home Mortgage'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 Wells Fargo
Home Mortgage's compliance with the minimum servicing standards specified above
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 Wells
Fargo Home Mortgage's compliance with the minimum servicing standards.

In our opinion, management's assertion that Wells Fargo Home Mortgage complied
with the aforementioned minimum servicing standard as of and for the year ended
December 31, 2002, is fairly stated, in all material respects.

/s/ KPMG LLP

February 25, 2003

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


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)

CENDANT Mortgage    (logo)

Cendant Mortgage
3000 Leadenhall Road
Mount Laurel, NJ 08054

As of and for the year ended December 31, 2002, Cendant Mortgage Corporation
(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 this same
period, the Company had in effect a fidelity bond and errors and omissions
policy in the amount of $120 million and $20 million, respectively.

Cendant Mortgage Corporation

/s/  Terence W. Edwards
Terence W. Edwards
President and Chief Executive Officer

/s/ Mark Danahy
Mark Danahy
Senior Vice President & Chief Financial Officer

/s/ Martin L. Foster
Martin L. Foster
Senior Vice President-Loan Servicing

Ex-99.2 (c)


Countrywide (logo)

4500 Park Granada
Calabasas, California 91302-1613
(818) 225-3508

Thomas K. McLaughlin
Managing Director
Chief Financial Officer

February 28, 2003

Grant Thornton LLP
1000 Wilshire Boulevard
Suite 300
Los Angeles, CA 90017

Gentlemen:

As of and for the year ended December 31, 2002, Countrywide Financial
Corporation (formerly Countrywide Credit Industries, Inc.,) and Subsidiaries
(which includes its wholly-owned subsidiary, Countrywide Home Loans, Inc.
("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly owned subsidiary
of CHL) ("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 for Mortgage Bankers, except as disclosed in the
attached Schedule of Findings to the report.  As of and for this same period,
the Company had in effect a fidelity bond and errors and omissions policy in the
amount of $215 million and $240 million, respectively.

The Company investigated the matter noted in the Schedule of Findings and
identified a programming error.  The programming error was corrected as of
February 10, 2003.  The Company identified all mortgagors affected and will send
a refund to each customer that would have received a refund at payoff had the
error not occurred.  The Company expects payments to the mortgagors to occur
by April 30, 2003.  The Company's Legal Department is also revalidating the
interest on escrow rules for all states.  The Company's Internal Audit
Department will be performing testing in this area to ensure proper interest
credit to mortgagors where applicable.

Sincerely,

/s/ Thomas K. McLaughlin
Senior Managing Director and
Chief Financial Officer

Ex-99.2 (d)


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 (e)

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 (f)

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 (g)


US bank (logo)
Five Star Service Guaranteed

Home Mortgage
1550 East 79th Street, Suite 880
Bloomington, MN 55425

Exhibit I


Management's Assertion Concerning Compliance with USAP Minimum Servicing
Standards

March 21, 2003

As of and for the year ended December 31, 2002, U.S. Bank, N.A and its
subsidiaries (including U.S. Bank Home Mortgage) (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").

As of and for this period, the Company had in effect a fidelity bond and errors
and omissions policy in the amounts of $200,000,000 and $200,000,000
respectively.

/s/ Daniel A. Arrigoni
Daniel A. Arrigoni
President and Chief Executive Officer
U.S. Bank Home Mortgage

/s/ Richard A. Aneshansel
Richard A. Aneshansel
Chief Financial Officer
U.S. Bank Home Mortgage

/s/ Michael L. Norris
Michael L. Norris
Executive Vice President, Mortgage Servicing
U.S. Bank Home Mortgage

Ex-99.2 (h)
Wells Fargo Home Mortgage     (logo)

1 Home Campus
Des Moines, IA 50328-0001

Management Assertion

As of and for the year ended December 31, 2002, Wells Fargo Home Mortgage Inc.
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 this same period,
Wells Fargo Home Mortgage Inc. had in effect a fidelity bond along with an
errors and omissions policy in the amounts of $100 million and $20 million,
respectively.

/s/ Pete Wissinger               February 25, 2003
Pete Wissinger
Chief Executive Officer

/s/ Michael J. Heid              February 25, 2003
Michael J. Heid
Executive Vice President

/s/ Robert Caruso                February 25, 2003
Robert Caruso
Senior Vice President
Loan Servicing

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)


Cendant Mortgage
4001 Leadenhall Road
Mt. Laurel, NJ 08054


Cendant
Mortgage (logo)

March 28, 2003


Structured Asset Mortgage Investments, Inc.
383 Madison Avenue
New York, New York 10179
Attention: Vice President, Servicing

RE: Officer's Certificate

Ladies and Gentlemen:

The undersigned officer certifies the following for the 2002 calendar year.

a) I have reviewed the activities and performances of the Servicer during the
preceding fiscal year under the terms of each Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Servicer Guide pursuant to
which the Servicer services mortgage Loans for Structured Asset Mortgage
Investments, Inc. ("SAMI") (the "Agreements") and to the best of my 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 or
failure of the Servicer to perform any such duties, responsibilities or
obligations, a description of each default and failure and the nature and status
thereof has been reported to SAMI;

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 Agreements 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 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
Mortgage Property, have been paid, or if any such costs or expenses have been
paid with respect to any Mortgaged Property, the reason for the non-payment
has been reported to SAMI;

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 6050J and 6050P of the Internal Revenue Code, respectively,
have been prepared and filed.

Certified by:

/s/ Mary Hull
Officer

Director - Loan Servicing
Title

3/28/03
Date

Ex-99.3 (c)


Countrywide Home Loans (logo)

400 Countrywide Way
Simi Valley, California 93065-6298

March 21, 2003

NORWEST BANK MINN., N.A.
11000 Brokenland Parkway
Columbia, MD 21004
Attn: Karen Chapple

OFFICER'S CERTIFICATE

I, Joseph Candelario, hereby certify that I am the First Vice President, Loan
Administration of Countrywide Home Loans, Inc., fka Countrywide Funding
Corporation.  I further certify, with respect to the Servicing Agreement for
Countrywide Mortgage Obligations, Inc., the following:

I have reviewed the activities and performance of the Servicer during the fiscal
year ended December 31, 2002 under the Agreements and, to the best of my
knowledge, based on my review, the Servicer has fulfilled all of its duties,
responsibilities or obligations under the Agreements throughout the fiscal year.

/s/ Joseph Candelario     3/27/03
Joseph Candelario         Date
First Vice President
Compliance Officer
Loan Administration

re: Investor Numbers: 5

Ex-99.3 (d)



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 (e)


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 (f)

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: Dionne Waldron, Master Servicing
9062 Old Annapolis Road
Columbia, Maryland 21045

RE: Officer's Certification-National City Mortgage

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 this Officer's 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 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
Mary Beth Criswell

Vice President
Title

March 11, 2003
Date



Ex-99.3 (g)


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 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, 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 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, 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/
Officer

Vice President
Title

3-31-03
Date


Ex-99.3 (h)

Wells Fargo Home Mortgage    (logo)

One Home Campus
Des Moines, IA 50328-0001

March 31, 2003

Re: 2002 Annual Certification

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

1. All real estate taxes, bonds assessments and other lienable items have
been paid.

2. All FHA mortgage insurance, private mortgage insurance premiums, and flood
insurance have been paid (if applicable).

3. Hazard insurance policies held by us meet the requirements as specified in
the servicing agreement, or those of a normal prudent lender if not specified,
and those premiums due have been paid.

4. We have made all property inspections as required.

5. Fidelity bond and Errors and Omissions insurance coverage currently exits.

6. That the Officer signing this certificate has 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 similar agreements and to the best of this officer's
knowledge, the Servicer has fulfilled all of its duties, responsibilities or
obligations of such agreement throughout the year, or if there has been a
default or failure of the servicer to perform any such duties, responsibilities
or obligations, a description of each default or failure and the nature and
status has been reported.

Sincerely,

/s/ John B. Brown
John B. Brown
Vice President
Wells Fargo Home Mortgage Inc.



  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>
   B-1                           485,214.46            87,083.35                0.00             13,687,816.64
   B-2                           297,390.19            53,373.78                0.00              8,389,326.21
   B-3                           156,516.71            28,090.67                0.00              4,415,309.33
   B-4                            78,261.88            14,045.95                0.00              2,207,754.03
   B-5                            78,265.40            14,046.59                0.00              2,207,853.40
   B-6                            78,269.70            14,047.22                0.00              2,207,974.78
   I-A                         1,033,543.12        10,667,880.69                0.00             24,512,319.31
   II-A                        1,891,939.25        44,985,682.63                0.00             29,468,717.39
   III-A                         634,613.48         6,714,517.56                0.00             12,682,282.43
   IV-A1                       5,490,567.40        61,570,905.29                0.00            126,429,094.73
   IV-A2                       2,082,114.35        24,235,356.33                0.00             49,764,643.67
   IV-A3                       1,103,576.71        13,100,192.61                0.00             26,899,807.39
   IV-A4                       2,458,495.11        26,527,890.05                0.00             54,472,109.96
   IV-A5                          32,051.49           345,845.08                0.00                710,154.92
   IV-X                        1,022,437.38                 0.00                0.00                      0.00
   R-1                                 0.24                50.00                0.00                      0.00
   R-2                                 0.24                50.00                0.00                      0.00
   R-3                                 0.24                50.00                0.00                      0.00
   R-4                                 0.24                50.00                0.00                      0.00
   V-A                         2,500,922.88        34,740,004.12                0.00             45,298,795.87
   VI-A                        7,945,965.77        83,034,392.58                0.00            165,583,907.42
   VII-A                         494,807.44         1,819,250.22                0.00             11,812,849.78
   </TABLE>