##### 



Exhibit 99.2 (DELOITTE LOGO) Deloitte & Touche LLPTwo Prudential Plaza180 North Stetson AvenueChicago, IL 60601-6710USATel. +1 312 946 3000Fax: +1 312 946 2600www.deloitte.com
 INDEPENDENT ACCOUNTANTS 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, 2004 Member orDeloitte Touche Tohmatsu




---



##### 



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 under which the Company was covered. /s/ Thomas F. WhiteThomas F. WhitePresident and Chief Executive Officer& Director of Mortgage Lending
 /s/ Martin W. Slusarz

Martin W. SlusarzSVP, Controller
 2500 Lake Cook Road,
Riverwoods, Illinois 60015




---



##### 



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




---



##### 



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




---



##### 



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 POLICIES1.
    
    A fidelity bond and errors and omissions policy shall be in effect
on the servicing entity throughout the reporting period in the amount
of coverage represented to investors in managements assertion. 2500 Lake Cook Road,
Riverwoods, Illinois 60015