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:  333-47270-03


        Merrill Lynch Mortgage Investors, Inc.
        Mortgage Pass-Through Certificates
        Series 2002-A02 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, Maryland                                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 B1                          1
             Class B2                          1
             Class B3                          1
             Class IA                          4
             Class IA-IO                       1
             Class IIA                         1
             Class IIA-1                       2
             Class IIA-2                       1
             Class IIA-3                       3
             Class IIA-4                       1
             Class IIA-IO                      1
             Class IIIA                        1
             Class IIIA-IO                     1
             Class M1                          1
             Class M2                          1
             Class M3                          1
             Class RA                          1
             Class RI                          1
             Class RII                         1

             Total:                           25


  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) ABN Amro Mortgage Group, as Servicer <F1>
       b) Cendant Mortgage Corp, as Servicer <F1>
       c) Countrywide Home Loans 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) ABN Amro Mortgage Group, as Servicer <F1>
       b) Cendant Mortgage Corp, as Servicer <F1>
       c) Countrywide Home Loans 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) ABN Amro Mortgage Group, as Servicer <F1>
       b) Cendant Mortgage Corp, as Servicer <F1>
       c) Countrywide Home Loans Inc., as Servicer <F1>
       </TABLE>


    (99.4) Aggregate Statement of Principal and Interest Distributions to
           Certificate Holders.


   (b)  On November 12, 2002, December 10, 2002, and January 08, 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.



                               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:



    Merrill Lynch Mortgage Investors, Inc.
    Mortgage Pass-Through Certificates
    Series 2002-A02 Trust
    (Registrant)



  Signed:  Merrill Lynch Mortgage Investors Inc. as Depositor


  By:   Matthew Whalen, Chairman and President

  By: /s/  Matthew Whalen

  Dated: July 18, 2003

  Sarbanes-Oxley Certification


I, Matthew Whalen, 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 Merrill
     Lynch Mortgage Investors, Inc.;

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.   Based on my knowledge and upon the annual compliance statement
     included in the report and required to be delivered to the
     trustee in accordance with the terms of the pooling and
     servicing, or similar, agreement, and except as disclosed
     in the reports, the servicer has fulfilled its obligations
     under the servicing 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: ABN Amro
     Mortgage Group, as Servicer, Bank One, National Association, Cendant
     Mortgage Corp, as Servicer and Wells Fargo Bank Minnesota, National
     Association, as Master Servicer.


      Date: July 18,2003


      /s/ Matthew Whalen
      Signature


      Chairman and 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)

Ernst & Young   (logo)

Ernst & Young LLP
Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606-6301
Phone: (312) 879-2000
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
ABN AMRO North America, Inc.

We have examined management's assertion, included in the accompanying report
titled Report of Management, that except for noncompliance with the minimum
servicing standard for escrow funds, ABN AMRO Mortgage Group, Inc. (AAMG, a
wholly owned subsidiary of ABN AMRO North America, Inc.) complied with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during
the year ended December 31, 2002.  Management is responsible for AAMG's
compliance with those requirements.  Our responsibility is to express an opinion
on management's assertions about AAMG'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 AAMG'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 AAMG's compliance with specified requirements.

In our opinion, management's assertion, that except for noncompliance with the
minimum servicing standard for escrow funds, AAMG complied with the
aforementioned requirements during 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 board of
directors, management, and AAMG'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

January 20, 2003

A Member Practice of Ernst & Young Global


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-99.2 (a)

ABN AMRO (logo)

ABN AMRO Mortgage Group, Inc.
4242 North Harlem Avenue
Norridge, Illinois 60706-1283

www.mortgage.com


Management's Assertion on Compliance with the Minimum Servicing Standards Set
Forth in the Uniform Single Attestation Program for Mortgage Bankers

Report of Management

We, as members of management of ABN AMRO Mortgage Group, Inc. (AAMG, a wholly
owned subsidiary of ABN AMRO North America, Inc.) 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
preformed an evaluation of AAMG'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, AAMG complied, in all material respects, with the minimum
servicing standards set forth in the USAP except as described below.

Escrow funds were not returned to mortgagors within 30  calendar days of payoff
for 2 out of the 25 loans tested.

As of and for this same period, ABN AMRO North America, Inc. had in effect a
fidelity bond in the amount of $500,000,000 and an error and omissions policy
in the amount of $25,000,000.

/s/ Stanley Rhodes
Stanley Rhodes
President

/s/ Richard Geary
Richard Geary
Group Senior Vice President

January 20, 2003

Affiliate Banks and Other Lending Offices: ABN AMRO Mortgage, LaSalle Bank N.A.,
LaSalle Home Mortgage, Standard Federal Bank N.A.


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-99.3 (a)(i)

ABN AMRO (logo)

ABN AMRO Mortgage Group, Inc.
4242 North Harlem Avenue
Norridge, Illinois 60706-1283

www.mortgage.com


CERTIFICATE OF COMPLIANCE

The undersigned, an officer of ABN AMRO Mortgage Group, Inc.,
(the "participant"), hereby certifies as follows:

1. I have made, or caused to be made under my supervision, a review of the
activities of ABN AMRO Mortgage Group, Inc. during the preceding calendar year
ending December 31, 2002, with respect to performance under the

and

2. To the best of my knowledge, based on such review, there is as of this date,
no default by ABN AMRO in the fulfillment of any of it's obligations under this
issue.

In witness whereof the undersigned has this Certificate of Compliance this 1st
day of March, 2003.


ABN AMRO Mortgage Group, Inc.

By: /s/ Mary P. Sperlik
Mary P. Sperlik
First Vice President

Affiliate Banks and Other Lending Offices: ABN AMRO Mortgage, LaSalle Bank N.A.,
LaSalle Home Mortgage, Standard Federal Bank N.A.


Ex-99.3 (a)(ii)

ABN-AMRO    (logo)

ABN AMRO Mortgage Group, Inc.
4242 North Harlem Avenue
Norridge, Illinois 60706-1283

www.mortgage.com

ANNUAL SERVICING CERTIFICATION

To Whom It May Concern:

Pursuant to the Servicing Agreement(s) between us, we certify with respect to
each mortgage loan serviced for you, that as of December 31, 2002 except
otherwise noted below:

1.  All (a) taxes, assessments and other governmental charges levied against
    the mortgaged premises, (b) ground rents payable with respect to the
    mortgaged premises, if any, and (c) premiums on applicable FHA or private
    mortgage insurance, if any, which would be delinquent if not paid, have
    been paid.

2.  Hazard Insurance coverage on the improvements on the mortgaged premises
    in the form and amount and with the coverage required by the Servicing
    Agreement is in effect.

EXCEPTIONS
None

Sincerely,
ABN AMRO Mortgage Group, Inc.

/s/ Mary P. Sperlik
Mary P. Sperlik
First Vice President
Investor Accounting



Affiliate Banks and Other Lending Offices: ABN AMRO Mortgage, LaSalle Bank N.A.,
LaSalle Home Mortgage, Standard Federal Bank N.A.


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-99.4
   Schedule of Year-To-Date Principal and Interest Distributions to
   Certificateholders


   <TABLE>

   Class                            Interest          Principal               Losses            Ending Balance
   
                      <c>                   <c>                 <c>                <c>
   B1                             22,535.13             3,256.35                0.00                779,738.65
   B2                             15,023.38             2,170.89                0.00                519,825.11
   B3                             37,558.72             5,427.27                0.00              1,299,570.77
   IA                          6,057,724.71       113,804,998.26                0.00            157,294,972.74
   IA-IO                         204,517.71                 0.00                0.00                      0.00
   IIA                         2,825,270.99        23,228,081.28                0.00             76,771,918.72
   IIA-1                         899,572.26        21,198,856.36                0.00             23,581,143.64
   IIA-2                         468,450.00                 0.00                0.00             18,000,000.00
   IIA-3                         437,167.44                 0.00                0.00             15,725,448.00
   IIA-4                         362,978.40                 0.00                0.00             12,758,467.00
   IIA-IO                        410,284.81                 0.00                0.00                      0.00
   IIIA                        1,160,387.64        11,788,780.98                0.00             30,879,260.03
   IIIA-IO                        81,208.39                 0.00                0.00                      0.00
   M1                            195,304.42            28,221.68                0.00              6,757,735.33
   M2                            165,257.59            23,879.87                0.00              5,718,084.12
   M3                             52,581.93             7,598.14                0.00              1,819,388.86
   RA                                  0.00                 0.00                0.00                      0.00
   RI                                  0.00                 0.00                0.00                      0.00
   RII                                 0.00                 0.00                0.00                      0.00
   </TABLE>