UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549



                                      FORM 10-K


  (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:  333-53933-01


        BA MORTGAGE SECURITIES, INC.
        Mortgage Pass-Through Certificates
        Series 1998-3 Trust

       (Exact name of registrant as specified in its charter)



   New York                                       13-6062916
  (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)                  Identification No.)

   c/o Bank of America, FSB, Master Servicer
   101 North Tryon St.
   Charlotte, NC                               28255
  (Address of principal executive offices)     (Zip Code)


  Registrant's telephone number, including area code: 704-387-2111


  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.

            Not applicable.



  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.


            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 1A3                         1
             Class 1A4                         1
             Class 1A6                         1
             Class 1A8                         1
             Class 1A9                         1
             Class 2A2                         1
             Class 2A6                         1
             Class 1X3                         1
             Class 2X                          1
             Class 2PO                         1
             Class 1M                          1
             Class 1B1                         1
             Class 1B2                         1
             Class 1B3                         1
             Class 1B4                         1
             Class 1B5                         1
             Class 2M                          1
             Class 2B1                         1
             Class 2B2                         1
             Class 2B3                         1
             Class 2B4                         1
             Class 2B5                         1
             Class SEG                         0

             Total:                           22


  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.

                               PART IV


  Item 14. 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


           a)  Bank of America, NA, Servicer


    (99.2) Report of Management as to Compliance with Minimum Servicing
           Standards for the year ended December 31, 2002.


           a)  Bank of America, NA, Servicer


    (99.3) Annual Statements of Compliance under the Pooling and Servicing
           Agreements for the year ended December 31, 2002.


           a)  Bank of America, NA, Servicer



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


   (b)  Reports on Form 8-K, dated as of October 31, 2002, November 30, 2002,
        and December 31, 2002, 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.

                               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:



    BA MORTGAGE SECURITIES, INC.
    Mortgage Pass-Through Certificates
    Series 1998-3 Trust
    (Registrant)



  Signed:  Bank of America, FSB, Master Servicer


  By:   Judy Lowman, Vice President

  By: /s/  Judy Lowman, Vice President

  Dated: March 28, 2003

Master Servicer's Sarbanes-Oxley Certification (1998 BNY Transactions)

                   BANK OF AMERICA MORTGAGE SECURITIES, INC.,
                       MORTGAGE PASS-THROUGH CERTIFICATES,
                      SERIES SET FORTH ON EXHIBIT I HERETO

      I, Gary K. Bettin, a Senior Vice President of Bank of America, N.A.,
certify that:

1.    I have reviewed the annual reports on Form 10-K for the calendar year 2002
      and all monthly current reports on Form 8-K containing a copy of the
      monthly statement to certificateholders (the "Distribution Date
      Statements") delivered pursuant to Section 4.03(b) of the Pooling and
      Servicing Agreements listed on Exhibit I hereto (each, an "Agreement")
      filed in respect of periods included in the year covered by such annual
      reports of the trusts (each, a "Trust") formed pursuant to such
      Agreements;

2.    Based on my knowledge, with respect to each Trust, 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 such
      annual report;

3.    Based on my knowledge, the distribution or servicing information required
      to be provided to the trustee by each master servicer under each Agreement
      for inclusion in the related Trust's Distribution Date Statements is
      included in these reports;

4.    I am responsible for reviewing the activities performed by each master
      servicer under each Agreement and based upon my knowledge and the annual
      compliance review required under each Agreement, and except as disclosed
      in the reports, each master servicer has fulfilled its obligations under
      each Agreement;

5.    The reports disclose all significant deficiencies relating to each master
      servicer's compliance with the minimum servicing standards, based upon the
      report provided by each 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 Agreement that
      is included in these reports; and

6.    In giving the certifications above, I have reasonably relied on
      information provided to me by the following unaffiliated party: The Bank
      of New York.



                                          By:
                                             -----------------------------------
                                                Name:   Gary K. Bettin
                                                Title:  Senior Vice President


<PAGE>


<TABLE>
<CAPTION>
   PARTIES TO AGREEMENT                                  DATE OF AGREEMENT          SERIES
  =============================================================================================
<S>                                                         <C>                     <C>
Q75   Bank of America Mortgage Securities, Inc.,            June 1, 1998            1998-3
      Bank of America, N.A. and The Bank of New
      York

Q76   Bank of America Mortgage Securities, Inc.,            July 1, 1998            1998-4
      Bank of America, N.A. and The Bank of New
      York

Q77   Bank of America Mortgage Securities, Inc.,            September 1, 1998       1998-5
      Bank of America, N.A. and The Bank of New
      York

Q78   Bank of America Mortgage Securities, Inc.,            November 1, 1998        1998-6
      Bank of America, N.A. and The Bank of New
      York

Q79   Bank of America Mortgage Securities, Inc.,            December 1, 1998        1998-7
      Bank of America, N.A. BA Mortgage, LLC
       and The Bank of New York
</TABLE>

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


   <TABLE>

   Class                            Interest          Principal               Losses            Ending Balance
   
                      <c>                   <c>                 <c>                <c>
   1A1                           322,580.64         8,404,381.67                0.00                      0.00
   1A2                           557,147.88        14,188,277.13                0.00                      0.00
   1A3                         2,023,910.17        17,065,654.36                0.00             14,708,345.64
   1A4                            65,045.09                 0.00                0.00                325,684.79
   1A5                           600,904.07        41,323,744.18                0.00                      0.00
   1A6                           144,777.78                 0.00                0.00              1,909,322.70
   1A7                                 0.00                 0.00                0.00                      0.00
   1A8                         2,324,000.00                 0.00                0.00             33,200,000.00
   1A9                           126,062.51                 0.00                0.00              1,800,893.00
   2A1                           158,654.19         7,056,106.66                0.00                      0.00
   2A2                         1,414,663.38        14,886,328.89                0.00              9,222,671.11
   2A3                           105,219.10         7,641,695.69                0.00                      0.00
   2A4                                 0.00                 0.00                0.00                      0.00
   2A5                                 0.00                 0.00                0.00                      0.00
   2A6                         1,270,008.67         1,381,880.84                0.00             18,776,130.21
   1X1                                 0.00                 0.00                0.00                      0.00
   1X2                            20,592.68                 0.00                0.00                      0.00
   1X3                            28,832.77                 0.00                0.00             54,529,923.13
   1X4                             4,901.86                 0.00                0.00                      0.00
   2X                             40,785.85                 0.00                0.00                400,722.67
   2PO                                 0.00            72,082.23                0.00                121,758.32
   1M                            380,729.80            85,443.57                0.00              5,593,319.19
   1B1                           174,943.83            39,260.98                0.00              2,570,107.93
   1B2                            92,590.81            20,779.27                0.00              1,360,255.88
   1B3                            72,050.85            16,169.69                0.00              1,058,502.32
   1B4                            51,446.49            11,545.65                0.00                755,802.82
   1B5                            51,493.20            11,555.59                0.00                756,489.27
   2M                             49,078.12            53,401.30                0.00                725,583.40
   2B1                            22,927.78            24,947.43                0.00                338,970.07
   2B2                            16,324.15            17,762.11                0.00                241,340.44
   2B3                            19,652.38            21,383.51                0.00                290,545.77
   2B4                             9,826.19            10,691.76                0.00                145,272.89
   2B5                            13,085.26            14,237.68                0.00                193,455.92
   R1                                  0.14                 0.00                0.00                      0.00
   R2                                  0.27                 0.00                0.00                      0.00
   R3                                  0.00                 0.00                0.00                      0.00
   SEG                                 0.00                 0.00                0.00                      0.36
   </TABLE>