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, 1996

				    OR

/   /TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 

For the transition period from ______ to _____.

Commission File No.:  333-02209-08

Norwest Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 1996-5 Trust
(Exact name of registrant as specified in its charter) 

New York                                   52-2001399, 52-2002934      
(State or other jurisdiction of            (I.R.S. Employer Identification
incorporation or organization)              No.)


c/o Norwest Bank Minnesota, N.A.
7485 New Horizon Way
Frederick, Maryland                        21703
(Address of principal executive            (Zip Code)
offices)


Registrant's telephone number, including area code (301) 696-7900

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 (Section 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 stock held by non-
affiliates of the registrant.  The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the
average bid and asked price of such stock, 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


				  PART I

Item 1.  Business.

	 Omitted pursuant to the no action letter to the registrant from
	 the Office of Chief Counsel of the Division of Corporation
	 Finance, Securities and Exchange Commission dated December 17, 
	 1996 (the "No Action Letter") with respect to series of mortgage
	 pass-through certificates (collectively, the "Mortgage Pass-
	 Through Certificates"), each series being issued pursuant to a
	 Pooling and Servicing Agreement (collectively, the "Pooling and
	 Servicing Agreements") between the registrant, a servicer (the 
	 "Servicer"),or master servicer(the Master "Servicer") and a 
	 trustee (the "Trustee").


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
	 under the Pooling and Servicing Agreements.


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.  (Subsection references herin refer to 
	 Section 201 of Regulation S-K.)

	 (a)  No established public trading market for the Certificates 
	      exists.

	 (b)  As of December 31, 1996, the number of holders of the
	      publicly offered Certificates was 42.

	 (c)  Omitted pursuant to the No Action Letter.


Item 6.  Selected Financial Data.

	 Omitted pursuant to the No Action Letter.


Item 7.  Management's Discussion and Analysis of Financial
	 Condition and Results of Operations. 

	 Omitted pursuant to the No Action Letter.


Item 8.  Financial Statements and Supplementary Data.

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

	 None.


				PART III


Item 10.  Directors and Executive Officers of the Registrant.

	  Omitted pursuant to the No Action Letter.


Item 11.  Executive Compensation.

	  Omitted pursuant to the No Action Letter.


Item 12.  Security Ownership of Certain Beneficial Owners and Management.

	  Omitted pursuant to the No Action Letter.


Item 13.  Certain Relationships and Related Transactions.

	  Omitted pursuant to the No Action Letter.


				 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 under the Pooling and
		 Servicing Agreements for the year ended December 31, 1996,
		 in accordance with the No Action Letter.

		 (a)  Bank of America, FSB, as servicer <F1>
		 (b)  Cimarron Mortgage Corp., as servicer <F1>
		 (c)  Citicorp Mortgage, Inc., as servicer <F1>
		 (d)  Countrywide Home Loans, as servicer <F1>
		 (e)  First Bank National Association (Knutsen), 
		      as servicer <F1>
		 (f)  First Union National Bank, as servicer <F1>
		 (g)  Home Side Lending, as servicer <F1>
		 (h)  National City Mortgage Company, as servicer <F1>
		 (i)  Norwest Bank Minnesota, N.A., as Master Servicer <F1>
		 (j)  Norwest Mortgage Inc., as servicer <F1>
		 (k)  SunTrust Mortgage Inc., as servicer <F1>

	  99.2   Report of Management as to Compliance with Minimum
		 Servicing Standards for the year ended December 31, 1996,
		 in accordance with the No Action Letter.

		 (a)  Bank of America, FSB, as servicer <F1>
		 (b)  Cimarron Mortgage Corp., as servicer <F1>
		 (c)  Citicorp Mortgage, Inc., as servicer <F1>
		 (d)  Countrywide Home Loans, as servicer <F1>
		 (e)  First Bank National Association (Knutsen), 
		      as servicer <F1>
		 (f)  First Union National Bank, as servicer <F1>
		 (g)  Home Side Lending, as servicer <F1>
		 (h)  National City Mortgage Company, as servicer <F1>
		 (i)  Norwest Bank Minnesota, N.A., as Master Servicer <F1>
		 (j)  Norwest Mortgage Inc., as servicer <F1>
		 (k)  SunTrust Mortgage Inc., as servicer <F1>

	  99.3   Annual Statements of Compliance under the Pooling and
		 Servicing Agreements for the year ended December 31, 1996,
		 in accordance with the No Action Letter.

		 (a)  Bank of America, FSB, as servicer <F1>
		 (b)  Cimarron Mortgage Corp., as servicer <F1>
		 (c)  Citicorp Mortgage, Inc., as servicer <F1>
		 (d)  Countrywide Home Loans, as servicer <F1>
		 (e)  First Bank National Association (Knutsen), 
		      as servicer <F1>
		 (f)  First Union National Bank, as servicer <F1>
		 (g)  Home Side Lending, as servicer <F1>
		 (h)  National City Mortgage Company, as servicer <F1>
		 (i)  Norwest Bank Minnesota, N.A., as Master Servicer <F1>
		 (j)  Norwest Mortgage Inc., as servicer <F1>
		 (k)  SunTrust Mortgage Inc., as servicer <F1>

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


     (b)  On December 12, 1996, a report on Form 8-K was filed in
	  order to provide the Pooling and Servicing Agreement for
	  the Certificates.

	  On December 3, 1996, a report on Form 8-K was 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 pursuant to the No Action Letter.


<F1>  Pursuant to the No Action Letter, such document (i) is not filed 
herewith since such document was not received by the Reporting Person at 
least three business days prior to the due date of this report; and (ii) 
will be included in an amendment to this report on Form 10-K/A to be filed 
wihtin 30 days of the Reporting Person's receipt of such document.


				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:


Norwest Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 1996-5 Trust


Signed     Norwest Bank Minnesota, N.A.
	   as Master Servicer
By:       /s/Sherri J. Sharps           
Title:    Vice president -- Securities Administration Services
Dated:    March 21, 1997








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)(1)  No annual report is provided to the Certificateholders
     other than with respect to aggregate principal and interest
     distributions.

     (a)(2)  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.