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EXHIBIT 99.2 Deloitte &Touche LLP(DELOITTE LOGO)
    
    Two Prudential Plaza180 North Stetson AvenueChicago, IL 60601-6710USATel. +1 312 946 3000Fa: +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




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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 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; 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