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, 1996

|   |   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 

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 (governing law of pooling and servicing agreement)
State or other jurisdiction of incorporation or organization)

52-2001399, 52-2002934
(I.R.S. Employer Identification No.)

c/o Norwest Bank Minnesota, N.A.
7485 New Horizon Way
Frederick, MD                                     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



     This  Amendment No. 1 on Form 10-K/A amends Item 14 of the original  Annual
Report on Form 10-K (the  "Original  Form  10-K")  filed on March 28,  1997,  by
Norwest Bank  Minnesota,  N.A. (the  "Reporting  Person"),  on behalf of Norwest
Asset Securities Corporation,  Mortgage Pass-Through Certificates, Series 1996-5
Trust (the "Trust"),  established  pursuant to a Pooling and Servicing Agreement
(the  "Pooling  and  Servicing   Agreement")   among  Norwest  Asset  Securities
Corporation, (the "Company"), as depositor, a trustee and a master servicer (or,
if applicable,  a servicer) and in some instances, a certificate  administrator,
pursuant  to  which  the  Norwest   Asset   Securities   Corporation,   Mortgage
Pass-Through Certificates,  Series 1996-5 registered under the Securities Act of
1933 (the  "Certificates")  were issued.  Item 14 of the  Original  Form 10-K is
amended to read in its entirety as follows:

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

     (a)  Exhibits

          In  accordance  with the no  action  letter  from the  Office of Chief
          Counsel of the Division of Corporate Finance,  Securities and Exchange
          Commission  dated  December  17,  1996 (the "No Action  Letter"),  the
          following exhibits are or will be provided:

          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 NT&SA, as servicer <F1>
                   (b)  Cimarron Mortgage Company, as servicer <F1>
                   (c)  Citicorp Mortgage, Inc., as servicer <F1>
                   (d)  Countrywide Credit Industries, Inc., as servicer <F1>
                   (e)  Knutson Mortgage Corporation, as servicer <F1>
                   (f)  First Union National Bank of North Carolina, as servicer
                    <F1>
                   (g)  HomeSide Lending, Inc., as servicer <F1>
                   (h)  National City Mortgage Company, as servicer <F3>
                   (i)  Norwest Mortgage, Inc., as servicer <F1>
                   (j)  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 NT&SA, as servicer <F1>
                   (b)  Cimarron Mortgage Company, as servicer <F3>
                   (c)  Citicorp Mortgage, Inc., as servicer <F1>
                   (d)  Countrywide Credit Industries, Inc., as servicer <F1>
                   (e)  Knutson Mortgage Corporation, as servicer <F1>
                   (f)  First Union National Bank of North Carolina, as servicer
                    <F1>
                   (g)  HomeSide Lending, Inc., as servicer <F1>
                   (h)  National City Mortgage Company, as servicer <F3>
                   (i)  Norwest Mortgage, Inc., as servicer <F1>
                   (j)  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 NT&SA, as servicer <F1>
                   (b)  Cimarron Mortgage Company, as servicer <F1>
                   (c)  Citicorp Mortgage, Inc., as servicer <F1>
                   (d)  Countrywide Credit Industries, Inc., as servicer <F1>
                   (e)  Knutson Mortgage Corporation, as servicer <F1>
                   (f)  First Union National Bank of North Carolina, as servicer
                    <F1>
                   (g)  HomeSide Lending, Inc., 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.<F2>

         
     (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> Filed herewith.

<F2> Previously filed.

<F3> 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 the Original Form 10-K;  and (ii) will be
included in a further  amendment to the Original Form 10-K to be filed within 30
days of the Reporting Person's receipt of such document.





                                    SIGNATURE

     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

By:  NORWEST BANK MINNESOTA, N.A.,
     as Master Servicer

By:  /s/Sherri J. Sharps

By:  Sherri J. Sharps

Title:  Vice President -- Securities Administration Services

Dated:    July 9, 1997




EXHIBIT INDEX

Exhibit No.

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 NT&SA, as servicer <F1>
     (b) Cimarron Mortgage Company, as servicer <F1>
     (c) Citicorp Mortgage, Inc., as servicer <F1>
     (d) Countrywide Credit Industries, Inc., as servicer <F1>     
     (e) Knutson Mortgage Corporation, as servicer <F1> 
     (f) First Union National Bank of North Carolina, as servicer <F1>
     (g) HomeSide Lending, Inc., as servicer <F1>
     (h) National City Mortgage Company, as servicer <F3>
     (i) Norwest Mortgage, Inc., as servicer <F1>
     (j) 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 NT&SA, as servicer <F1>               
     (b) Cimarron Mortgage Company, as servicer <F3>
     (c) Citicorp Mortgage, Inc., as servicer <F1>
     (d) Countrywide Credit Industries, Inc., as servicer <F1>
     (e) Knutson Mortgage Corporation, as servicer <F1> 
     (f) First Union National Bank of North Carolina, as servicer <F1>
     (g) HomeSide Lending, Inc., as servicer <F1>
     (h) National City Mortgage Company, as servicer <F3>
     (i) Norwest Mortgage, Inc., as servicer <F1>
     (j) 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 NT&SA, as servicer <F1>               
     (b) Cimarron Mortgage Company, as servicer <F1>
     (c) Citicorp Mortgage, Inc., as servicer <F1>
     (d) Countrywide Credit Industries, Inc., as servicer <F1>
     (e) Knutson Mortgage Corporation, as servicer <F1> 
     (f) First Union National Bank of North Carolina, as servicer <F1>
     (g) HomeSide Lending, Inc., 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.<F2>  

<F1> Filed herewith.

<F2> Previously filed.

<F3> 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 the Original Form 10-K;  and (ii) will be
included in a further  amendment to the Original Form 10-K to be filed within 30
days of the Reporting Person's receipt of such document.