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EXHIBIT 99.2 (DELOITTE LOGO) Deloitte & Touche LLPTwo Prudential Plaza180 North Stetson AvenueChicago, IL 60601-6710 USATel. +1 312 946 3000Fax. +1 312 946 2600www.deloitte.com
 INDEPENDENT ACCOUNTANTS REPORT Morgan
Stanley Dean Witter Credit CorporationRiverwoods, 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 ofDeloitte 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 under which the Company
was covered. /s/ THOMAS F. WHITEThomas F. WhitePresident and Chief Executive Officer& Director of Mortgage
Lending/s/ MARTIN W. SLUSARZMartin W. SlusarzSVP, Controller
 2500 Lake Cook Road,
Riverwoods, Illinois 60015




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




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




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