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, 2003

      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                                       94-324470
  (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)                  Identification No.)

   c/o Bank of America, N.A., as Servicer
   101 N. 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 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.


  Indicate by check mark whether the registrant is an accelerated filer (as
  defined in Exchange Act Rule 12b-2).

     Yes ___     No  X


  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.



                                Introductory Note

This Annual Report on Form 10-K is prepared in reliance on the no-action letter
dated March 26, 1993 issued by the Securities and Exchange Commission to Nomura
Asset Securities Corporation.



                                     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, 2003, the number of holders of record for
            each class of Certificate were as follows:

             Total:                            0


  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.

            Omitted.

  Item 9.  Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure.

            None.

  Item 9A. Controls and Procedures.

            Not applicable.



                                    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. Principal Accounting Fees and Services.

            Not applicable.



                                     PART IV

  Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

   (a)   NOt applicable.

   (b)   Not Applicable.

   (c)   4.1     Pooling and Servicing Agreement (filed as an exhibit to Form
                 8-K on June 26, 1998).

         31.1    Rule 13a-14(a)/15d-14(a) Certification.

         99.1    Annual Independent Public Accountant's Servicing Report
         concerning servicing activities for the year ended December 31, 2003.

         99.2    Annual Statement as to Compliance under the Pooling and
         Servicing Agreement for the year ended December 31, 2003.

   (d)   Not Applicable.



                                   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, N.A., as Servicer

  By:   Judy V. Lowman, Officer

  By: /s/  Judy V. Lowman, Officer

  Dated: March 10, 2004

  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.



                                  Exhibit Index
                                  -------------

Exhibit No.

4.1     Pooling and Servicing Agreement (filed as an exhibit to Form 8-K on
        June 26, 1998).

31.1    Rule 13a-14(a)/15d-14(a) Certification.

99.1    Annual Independent Public Accountant's Servicing Report concerning
        servicing activities for the year ended December 31, 2003.

99.2    Annual Statement as to Compliance under the Pooling and Servicing
        Agreement for the year ended December 31, 2003.